Arden Partners plc
Annual Report 2014

Plain-text annual report

Arden Partners plc Annual Report 2014 17758ARDENPARCVR.indd 1 17758 26/02/2009 Proof 5 02/03/2010 12:04 Arden Partners plc Arden Partners plc is an established stockbroker which provides a range of financial services to corporate and institutional clients. Based in the United Kingdom and with strong international links, Arden Partners plc’s shares trade on London's AIM market, part of the London Stock Exchange. Contents Page: 1 2 3 5 6 7 9 12 16 17 19 20 21 22 23 24 25 26 49 Highlights Chairman’s Statement Chief Executive’s Statement Strategic Report Board of Directors Report of the Directors Corporate Governance Directors’ Remuneration Report Statement of Directors’ Responsibilities Independent Auditor’s Report Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Company Statement of Financial Position Consolidated Statement of Cash Flows Company Statement of Cash Flows Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Notes to the Consolidated Financial Statements Corporate Information ARDEN PARTNERS PLC ANNUAL REPORT 2014 HIGHLIGHTS FINANCIAL Year ended 31 October 2014 Year ended 31 October 2013 Revenue £8.0m £10.1m Profit before tax Share based payments Underlying profit before tax * Earnings per share: Basic Underlying Basic † Diluted Underlying Diluted ‡ Dividend per ordinary share: Interim Proposed final NON-FINANCIAL £0.08m £0.07m £0.15m 0.5p 0.9p 0.5p 0.9p - 0.75p £1.3m £0.07m £1.4m 4.7p 5.1p 4.5p 4.9p 1.25p 1.75p Funds/Debt issuances raised for clients £457m £283m Retained corporate clients Average number of staff 44 40 39 39 * Profit before tax as adjusted for the effect of share based payments † Basic earnings per share as adjusted for the post-tax effect of share based payments, ignoring deferred tax ‡ Diluted earnings per share as adjusted for the post-tax effect of share based payments, ignoring deferred tax - 1 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 CHAIRMAN’S STATEMENT After a slower than expected first half, the second half of the financial year saw a rebound in revenue, allowing a small profit to be reported for the full year. As mentioned previously, the sector is undergoing structural change and commission revenues continue to decline. The Board continues to evolve the Arden business model to reflect these changes and to be more focussed on the range of corporate and research services offered. Proactive recruitment of personnel has been and is being undertaken to reflect this. As was announced at the time, the Company bought back in aggregate 661,087 of its own Ordinary shares in November 2013 and subsequent to this, 200,000 of these shares were re-sold, with the balance being currently held, for the time being, in Treasury. The Board is minded in due course to make further market purchases of its own Ordinary shares into Treasury, with a view, ultimately, to cancelling these shares. Although the scope for dividend payments, in the Board’s view, has been limited during the year, in line with the Board’s stated policy to reward stakeholders in the business and shareholders equally, a final dividend of 0.75 pence per share is recommended (interim dividend Nil per share), which if approved will result in a total dividend for the year of 0.75 pence per share (2013: 3.0 pence per share). Finally, I would like to thank all concerned for their contribution during the year. Peter Moon Chairman 14 January 2015 - 2 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 CHIEF EXECUTIVE’S STATEMENT After a difficult first half of the financial year I am pleased to report an improved performance and a good return to profit in the second half. The profit before tax result of £0.08m for the full year should be read within the context of a first half loss of £0.5m. The above reflects the structural change happening in the industry, in particular to commission income driven by new top down guidelines and compliance regulations. Over the past 12 months we have been positioning the business to reflect this and will continue to do so in the first half of 2015. We have invested into those areas of the business at the core of our strategy and believe we have a strong platform to deliver growing and sustainable revenues within the corporate finance division of the business. In support of this it is encouraging to see our retained client base increasing in number to 44 at the year end (2013: 39). Whilst the Board expects no significant recovery in commission revenues we do expect a better performance from market making and trading and this remains a cornerstone of our service offering to both institutional and corporate clients. Financial Review Revenue in the year ended 31 October 2014 was £8.0m compared to £10.1m in 2013. The underlying profit before tax was £0.15m compared to £1.4m in 2013. The profit before tax which is stated after charging share- based payments was £0.08m and compares to a profit before tax in 2013 of £1.3m. The basic earnings per share was 0.5p compared to 4.7p in 2013. Arden’s capital adequacy at the period end was significantly ahead of regulatory requirements. At the year end the Company held 461,087 ordinary shares of 10 pence each in Treasury, the total value of which was £0.2m. Equities Division The equities division revenue fell from £5.1m in 2013 to £2.6m this year, further reflecting the reduced commission rates in the industry. Trading Investments As reported at the interim stage, certain long term investments saw a decline in mark to market book accounting values during the first half and whilst these are non-cash items, they resulted in a loss for the full year of £0.4m against a profit of £0.3m in 2013. Corporate Finance Corporate Finance fees, including retainers, increased to £5.3m in the year, from £5.1m in 2013. During the year we were involved in 18 transactions, compared to 11 in 2013. In aggregate we placed £93m (2013: £283m) in equity, in addition to £364m (2013: Nil) of debt issuances, for corporate clients. - 3 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 CHIEF EXECUTIVE’S STATEMENT Outlook The current year has started satisfactorily. Arden has completed one IPO to date and is mandated on several other corporate finance transactions which, subject to market conditions, will deliver in the first half. Further out the corporate finance pipeline of work is very encouraging and although still market dependant, gives confidence for a significantly improved performance for the year. Finally, I would like to take this opportunity to thank all our staff and clients for their continued support and commitment to the business. James Reed-Daunter Chief Executive Officer 14 January 2015 - 4 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 STRATEGIC REPORT Business Review Arden is pleased to report that the Group made a profit for the year. Our focus on cost and capital management has enabled Arden to maximise operational cash flow and underlying profitability, despite continued pressures on revenue streams particularly from institutional commissions. A healthy statement of financial position and cash balances at the year-end maintains Arden’s strong position to withstand market pressures and provides a platform to capitalise on potential opportunities within the market and the sector in which we operate. Strategy Our strategy is to become the institutional and corporate broker of choice for (small / mid cap) companies trading on London based markets. We aim to achieve this through: • Providing incisive research material in a number of key sectors • Providing an efficient execution and trading platform to institutional clients • Providing a premium corporate broking service to an optimum number of corporate clients • Selective and proactive recruitment into key areas to support and enhance the quality of our offer • Growing sustainable revenue streams, both organically and generically • Managing cost and risk exposure This will then enable us to provide shareholder value through earnings growth and dividend distribution. Key Performance Indicators (KPI’s) Arden Partners Key Performance Indicators include the following measures: • Profit before Tax • Earnings per share • Corporate Client Base • Funds Raised / Debt issuances, for clients • Maintaining capital adequacy ahead of regulatory requirements Comparables against KPI’s are included in the Chief Executive’s report above - this is considered as an extension of the Strategic Report. Principal Risks and Uncertainties By far the major risk the business faces is stock market conditions. Adverse market conditions may have a significant negative effect on revenues and profitability. The Group mitigates some of this risk by targeting revenues across a number of sectors of the market and by careful control of overheads. Other risks include credit risk, liquidity risk and operational risk and an explanation of these is set out in note 24. By order of the Board Steve Wassell Company Secretary 14 January 2015 - 5 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 BOARD OF DIRECTORS Peter Moon (Independent Chairman and Non-Executive Director) Peter has been involved in the institutional investment business for many years. In 2009 he retired from the Universities' Superannuation Scheme Limited where he was Chief Investment Officer running a fund of some £27.5 billion. Previous institutions where he has worked include British Airways Pensions, National Provident and Slater Walker Investment Management. Peter has also acted as adviser to a number of Councils including Lincolnshire and Middlesbrough. He has served as Chairman of the NAPF Stock Exchange Sub-Committee and as a member of the NAPF Investment Committee. Jonathan Keeling (Executive Deputy Chairman) Jonathan is one of the founder members of Arden Partners. A graduate in economics, he joined Albert E Sharp as an Equity Salesman in 1985, was made a Director in 1989 and Head of Small Cap Sales in the early 1990s. Jonathan left Albert E Sharp in 2001 and then briefly worked for Harris Allday and Old Mutual Securities before joining the team to form Arden Partners. Jonathan was Chief Executive Officer from January 2008 until 31 December 2012 when he became Executive Deputy Chairman. James Reed-Daunter (Chief Executive Officer) James is a Business Economics and Accountancy graduate of Southampton University. He joined Albert E Sharp in 1992 in their private clients unit working on their unit trust and fund management desk. In 1995 he moved to become an equity sales director selling small-mid cap stocks to UK investing institutions. James is a founding partner of Arden Partners, joining in November 2002 as Head of Equity Sales, and was appointed Chief Executive Officer on 1 January 2013. Steve Wassell (Chief Operating Officer and Company Secretary) Having established and developed his own business in the outdoor leisure sector over a fifteen year period prior to it being acquired by Tandem Group plc in 2000, Steve subsequently held a number of senior operational roles in private and publicly quoted companies within a diverse range of sectors, including Automotive, Leisure and Social Care. Steve joined Arden Partners as Operations Director in January 2009. Mark Ansell (Independent Non-Executive Director) Mark is a Chartered Accountant and has significant experience as a business consultant and director involved in strategic and corporate finance advice and in management and leadership roles. Mark has previously held senior roles in many organisations including being the Deputy Chief Executive and Finance Director of Aston Villa plc, Interim Chief Executive of Marketing Birmingham and as a Senior Partner and Partner in charge of Corporate Finance of Deloitte in Birmingham and the Midlands. Mark is the Senior Independent Director. - 6 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 REPORT OF THE DIRECTORS The Directors present their Annual Report and audited Financial Statements for the financial year ended 31 October 2014. Principal Activities Arden is an established stockbroker which provides a range of financial services to corporate and institutional clients. Based in the United Kingdom and with strong international links, Arden’s shares trade on London’s AIM market, part of the London Stock Exchange. Results and Dividends The Consolidated Statement of Comprehensive Income for the year is set out on page 19. The Directors propose to pay a final dividend of 0.75p per share (2013: 1.75p). This, when taken with the interim dividend of Nil (2013: 1.25p per share) per share gives a total dividend of 0.75p per share in respect of the year ended 31 October 2014 (2013: 3.00p per share). The final dividend, if approved, will be paid on the 27 March 2015 to shareholders on the register at close of business on 27 February 2015, with an ex-dividend of 26 February 2015. Directors The Directors of the Company who held office since 1 November 2013 were: Jonathan Keeling James Reed-Daunter Steve Wassell Mark Ansell Peter Moon Executive Deputy Chairman Chief Executive Officer Chief Operating Officer and Company Secretary Non-Executive Director Independent Chairman and Non-Executive Director Directors’ Interests The interests of current Directors in shares and options are disclosed in the Directors’ Remuneration Report set out on pages 12 to 15. Significant Shareholdings In addition to the current Directors’ interests shown on page 14 and 15, the Directors have been notified that the following shareholders had interests in 3% or more of the Company’s ordinary share capital (total voting rights) at 14 January 2015: Luke Johnson Arden Partners Employee Benefit Trust Richard Day Alasdair Locke Tony Bartlett Mark Braddock Robert Griffiths Colin Kettle Benjamin Thefaut Unicorn Asset Management % 9.67 6.58 6.08 6.07 5.41 5.11 4.89 4.56 3.19 3.02 Share Capital Information relating to the Company’s ordinary share capital (including share repurchase and cancellation) is shown in note 19 to the Financial Statements. - 7 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 REPORT OF THE DIRECTORS Treasury Shares The board continued its programme of buying back the Company’s shares in order to enhance earnings under the authority granted by the Shareholders. During the year ended 31 October 2014 the Company purchased 661,087 ordinary shares for a consideration of £0.3m, of these purchases 200,000 shares were subsequently re-sold to satisfy share options. At 31 October 2014 the Company held 461,087 shares in Treasury at a value of £0.2m (2013: Nil). Employee Share Trusts The Group currently operates one Employee Benefit Share Trust, the Arden Partners Employee Benefit Trust, which administers the Arden Partners plc share schemes as Trustee. At 31 October 2014 the Trust held 1,480,700 (6.58% of total voting rights) (2013: 1,823,868 (7.94% of total voting rights)) shares. The Trustees have agreed to hold these shares to satisfy options granted under various share option scheme’s. Employment Policies Employees are encouraged to participate in the success of the Group through a performance based incentive scheme incorporating bonus and share option arrangements. Employees are kept informed of progress at regular review meetings. Directors’ and Officers’ Liability Insurance The Company purchases and maintains liability insurance for its Directors and Officers as permitted by the Companies Act 2006. This insurance was in force throughout the year ended 31 October 2014 and remains in force at the date of this Report. Financial Instruments Details of the use of financial instruments by the Group and Company are contained in note 24 of the Financial Statements. Auditors The Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Company’s auditors for the purposes of their audit and to establish that the auditors are aware of that information. The Directors are not aware of any relevant audit information of which the auditors are unaware. The Audit Committee reviews and approves the appointment of external auditors and monitors their independence. BDO LLP have expressed their willingness to continue in office and an ordinary resolution re- appointing them as auditors and authorising the Directors to determine their remuneration, will be proposed at the forthcoming Annual General Meeting. By order of the Board Steve Wassell Company Secretary 14 January 2015 - 8 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 CORPORATE GOVERNANCE Introduction The company has not applied the “comply or explain” principles of the UK Corporate Governance Code (“the Code”) and the information in this report does not explain how the Code has been applied. The company refers to the Code in order to ascertain best practice. The Directors and the Board The composition is as follows: Peter Moon Jonathan Keeling James Reed-Daunter Steve Wassell Mark Ansell Independent Chairman (Non-Executive) Chairman of Nominations Committee Executive Deputy Chairman Chief Executive Officer Chief Operating Officer and Company Secretary Senior Independent Director (Non-Executive) Chairman of Audit Committee Chairman of Remuneration Committee Biographical details of all the Directors are set out on page 6. Board meetings The Board has regular scheduled full meetings and will meet at other times as necessary. The Board is responsible for strategic and major operational issues affecting the Group. It reviews financial performance, regulatory compliance, and monitors key performance indicators. All directors receive appropriate information on a timely basis to enable them to discharge their duties accordingly. The Board will consider any ad hoc matters of significance to the Group including corporate activity. Attendance at meetings by members of the Board during the year ended 31 October 2014 was as follows: Total number of meetings James Reed-Daunter Jonathan Keeling Steve Wassell Mark Ansell Peter Moon Board Audit Committee Remuneration Committee 9 9 9 9 9 9 2 n/a n/a 2 2 2 1 n/a n/a n/a 1 1 Re-election of Directors In accordance with the Company’s Articles, and to ensure compliance with the UK Corporate Governance Code, certain of the Directors are required to be re-elected at Annual General Meetings of the Company. In accordance with the Articles, Jonathan Keeling is required to retire at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election. The Board supports this re-appointment having assessed performance and value to the Board. - 9 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 CORPORATE GOVERNANCE Remuneration Committee The Remuneration Committee, which comprises the Independent Non-Executive Directors, is chaired by Mark Ansell and has responsibility for determining remuneration of Executive Directors and senior members of staff. This Committee makes decisions in consultation with the Chief Executive Officer and no Director plays a part in any decision about their own remuneration. This Committee also reviews bonus and equity arrangements for the Group’s senior employees and in addition has responsibility for supervising the Arden Partners Share Option Scheme and the grant of options under its terms. The remuneration of all Non-Executive Directors is fixed by the Board. Audit Committee The Audit Committee, which comprises the Independent Non-Executive Directors, is chaired by Mark Ansell and has responsibilities which include the review of: • The Group’s internal control environment. • • Financial risks (including market risk in relation to the Group’s market making activities). Financial statements, reports and announcements, including whether the Board’s responsibility to present an annual report that is fair, balanced and understandable. The Audit Committee evidences this review in a report to the Board following its meeting with the auditors to discuss their Report to the Audit Committee and includes an assessment of the information provided in support of the Board’s statement on going concern and on any significant issues and how those issues were addressed. Independence of auditors, including a review of the non-audit services provided and the level of such fees relative to the audit fee. The Audit Committee is satisfied that the independence of BDO LLP as auditors has not been impaired through the provision of non-audit services. Details of auditor’s fees are shown in note 3 of the financial statements on page 31. A review is also carried out on the effectiveness of external audit. • • Ensuring the Group has a policy which allows any member of staff to raise, in confidence, any concern about possible impropriety in matters of financial reporting or other matters, and to ensure that suitable arrangements are in place for a proportionate independent investigation of such matters including any follow-up action required. Nominations Committee The Committee’s responsibilities include ensuring that the size and composition of the Board is appropriate for the needs of the Group including an assessment of diversity profile, selecting the most suitable candidate or candidates for the Board and to oversee succession planning aspects for the Board. This Committee is chaired by Peter Moon. Operations Board The Group is managed by an Operations Board which has responsibility for implementation of strategy and monitoring progress of delivery against key objectives, along with management of operational risk. The Committee also reviews financial performance against budgets and key performance indicators. The Operation Board is chaired by the Chief Operating Officer. Risk Committee The Risk Committee is chaired by the Chief Operating Officer and has the Director of Compliance and the Head of Corporate Finance (and Technical Director) as permanent members. This Committee is charged with monitoring risk exposures including those which arise through trading and holding financial instruments, corporate finance business, regulatory and compliance, capital adequacy and financial reporting risk. This Committee also has responsibility for monitoring the Group’s internal control environment. A further explanation of risks which are faced by the Group, is set out in note 24 to the Financial Statements. - 10 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 CORPORATE GOVERNANCE Internal Control The Board confirms that there is an ongoing process for identifying, evaluating and managing significant risks faced by the Group, which complies with the guidance “Internal Control: Guidance for Directors on the Combined Code”. This has been in place throughout the year and up to the date of approval of the Financial Statements. The process is regularly reviewed by the Board. The Directors are responsible for the Group’s system of internal control and for reviewing its effectiveness. However, such a system can only provide reasonable, but not absolute, assurance against material misstatement or loss. The Group’s system of internal control includes appropriate levels of authorisation and segregation of duties. Financial information is presented to the Board each month comprising management accounts and other financial data which allows for a rigorous review of performance. Insurance The Group maintains appropriate insurance cover in respect of litigation against the Directors and Officers of the Group. Going Concern After making enquiries, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to believe it is appropriate to adopt the going concern basis in preparing the Financial Statements. - 11 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 DIRECTORS’ REMUNERATION REPORT Introduction Whilst the Group is not obliged to comply with The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the Directors have agreed to adopt the ethos of those regulations and to disclose certain information relating to the current Directors. The Directors are not intending to comply fully with Schedule VIII of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, but are providing disclosures on a voluntary basis and therefore full disclosure required by the regulations have not been made. This Report also describes how the Board has applied the Principles of Good Governance relating to Directors’ remuneration. This Report is not subject to audit and a resolution to approve it will be proposed at the Annual General Meeting of the Company at which the Financial Statements are to be approved. On 1 January 2013 the Group became subject to the conditions of the Financial Conduct Authority’s (“the FCA’s”) Remuneration Code (“the Remuneration Code”). The Remuneration Committee believes that the Group’s Remuneration Policies and procedures are both relevant and proportionate to the Remuneration Code requirements. The Group is classified as a “Tier 3” entity and to that extent is not subject to the detailed provisions relating to deferral and retained shares. Remuneration Policy Arden Partners has a policy to attract, motivate and reward individuals of the highest calibre who are committed to grow the value of the business and to maximise returns to shareholders. This policy is as relevant to Executive Directors as it is to employees and the rewards of Executive Directors are aligned with those of shareholders in reflecting the performance of the Group. The Group operates in a business environment where it is common practice to pay bonuses. The Group’s policy is predicated on a principle that all bonuses are discretionary and are based on a measure of Group profitability. The Group’s business is such that profits and losses from trading are essentially of a short-term nature and can be accurately measured. Where appropriate the bonus pool is adjusted to take account of any unrealised profits and, given the Group’s risk policies and associated controls, the Remuneration Committee is of the opinion that the bonus policy does not encourage behaviour that may conflict with the Group’s overall approach to risk. Whilst the Group is not subject to Remuneration Code guidelines regarding deferral and retained shares, the Remuneration Committee believes that an element of deferral and claw-back of bonus is appropriate in certain circumstances including the level of bonus. The Remuneration Committee does not believe that bonuses should be capped by reference to salary levels for any employee, including Executive Directors, as this could have an adverse impact on performance. Basic salary levels for Executive Directors are set at reasonable levels by reference to observable peer group comparators and when compared to similar salary levels elsewhere in the business. Where appropriate, an employee’s overall remuneration package may involve the grant of options under the Group’s share option scheme as noted below. Directors’ Service Contracts No Director has a service contract for longer than twelve months and no contract contains provisions for sums to be paid on termination. Copies of Directors’ service contracts will be available for inspection at the Annual General Meeting. - 12 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 DIRECTORS’ REMUNERATION REPORT Pension Arrangements The Group does not operate a final salary pension scheme. Executive Directors who are entitled to receive pension contributions may nominate a defined contribution pension scheme into which the Company makes payments on their behalf. Share Options Details of the Arden Partners plc Share Option Scheme are given in note 19 to the Financial Statements. The Remuneration Committee has responsibility for supervising the scheme and the grant of options under its terms. The Company’s policy is to use the Share Option Scheme to attract and retain key senior employees including the Executive Directors. Any grant of options is at the discretion of the Remuneration Committee and will take into account individual performance and responsibilities. Where appropriate, a grant of options will incorporate performance criteria and for Executive Directors may incorporate earnings per share, total shareholder return and return on capital employed. Some of these aspects will be bench-marked against a pool of similar competitors. Where appropriate such measures may include non-financial performance measures. All remuneration incentives are set in context to the Group’s risk policies. Directors’ Remuneration A summary of the total remuneration paid to Directors who served during the year ended 31 October 2014 is set out below: Executive Directors James Reed-Daunter Jonathan Keeling Steve Wassell Non-Executive Directors Peter Moon Mark Ansell1 Total Salary, fees and benefits £’000 Pension contributions £’000 Incentive payments £’000 Total 2014 £’000 152 152 112 50 40 506 18 18 12 - - 48 - - - - - - 170 170 124 50 40 554 Notes: 1. An element of the remuneration was paid to a third party company, Mark Ansell Consulting Limited. - 13 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 DIRECTORS’ REMUNERATION REPORT A summary of the total remuneration paid to current Directors who served during the year ended 31 October 2013 is set out below: Executive Directors James Reed-Daunter1 Jonathan Keeling1 Steve Wassell Non-Executive Directors Peter Moon Mark Ansell2 Total Salary, fees and benefits £’000 Pension contributions £’000 Incentive payments £’000 Gain on exercise of share options £’000 Total 2013 £’000 157 172 120 35 29 513 19 20 12 - - 51 80 90 25 - - 195 46 - 73 - - 119 302 282 230 35 29 878 Notes: 1. 2. The incentive payments to James Reed-Daunter and Jonathan Keeling reflected their ongoing sales roles. An element of the remuneration was paid to a third party company, Mark Ansell Consulting Limited. Directors’ Interests in Ordinary Shares of Arden Partners plc The Directors in office at the year-end had interests in the ordinary share capital of the Company (all of which were beneficial) as shown below: Executive Directors James Reed-Daunter Jonathan Keeling Steve Wassell Non-Executive Directors Peter Moon Mark Ansell 31 October 2014 Number Percentage Interest 31 October 2013 Number 2,853,644 2,459,334 763,743 112,500 111,750 12.43% 10.71% 3.33% 0.49% 0.49% 2,853,644 2,534,334 763,743 112,500 111,750 - 14 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 DIRECTORS’ REMUNERATION REPORT Directors’ Interests in Share Options The following Directors had interests in options over ordinary shares of the Company as shown below: Executive Directors James Reed-Daunter1 31 October 2013 Number Options granted in year Number Options exercised in year Number 31 October 2014 Number 500,000 - - 500,000 Notes: 1. These options were granted on 23 July 2013 under the Arden Partners Share Plan 2013 and are exercisable subject to the achievement of Company performance related conditions. These options cannot be exercised until 31 December 2015, and have an expiry date of 31 December 2022. Further details of option schemes are set out in note 19 to the Financial Statements. Approval This Report was approved by the Remuneration Committee and signed on its behalf by: Mark Ansell Chairman of Remuneration Committee 14 January 2015 - 15 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS Directors’ responsibilities The Directors are responsible for preparing the Annual Report (Including Director’s Report and Strategic Report) and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. In preparing these financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. • The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Website publication The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein. - 16 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ARDEN PARTNERS PLC For the year ended 31 October 2014 We have audited the financial statements of Arden Partners PLC for the year ended 31 October 2014 which comprise the Group and Company statement of financial position, the group statement of comprehensive income, the Group and Company statement of cash flows, the Group and Company statement of changes in equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s 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 and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors. Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the FRC’s website at www.frc.org.uk/auditscopeukprivate. Opinion on financial statements In our opinion: • • • • the financial statements give a true and fair view of the state of the Group’s and the parent Company’s affairs as at 31 October 2014 and of the Group’s profit for the year then ended; the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; the parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the strategic report and directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements. - 17 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ARDEN PARTNERS PLC For the year ended 31 October 2014 Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • • • adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or the parent Company financial statements are not in agreement with the accounting records and returns; or certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Neil Fung-On (senior statutory auditor) For and on behalf of BDO LLP, statutory auditor London United Kingdom 14 January 2015 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). - 18 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 October 2014 Revenue Administrative expenses Profit from operations Finance income Finance expense Profit before taxation Income tax credit/(expense) Profit after taxation Other comprehensive income for the year: Items that will or may be reclassified subsequently to profit or loss: Decrease in fair value of available for sale financial assets Total comprehensive income for the year attributable to equity shareholders Earnings per share Basic Diluted Note 2 7 8 9 10 10 2014 £’000 7,955 (7,936) 19 61 (5) 75 40 115 (12) 103 0.5p 0.5p 2013 £’000 10,103 (8,829) 1,274 71 (4) 1,341 (351) 990 (11) 979 4.7p 4.5p - 19 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 CONSOLIDATED STATEMENT OF FINANCIAL POSITION At 31 October 2014 Note 2014 £’000 2014 £’000 2013 £’000 2013 £’000 2,350 467 4,770 102 8,282 8 (75) (4,886) - 11 13 14 15 16 24 17 18 18 19 Assets Non-current assets Property, plant and equipment Deferred tax asset Total non-current assets Current assets Assets held at fair value Available for sale financial assets Trade and other receivables Stock borrowing collateral Cash and cash equivalents Corporation tax asset Total current assets Total assets Current liabilities Financial liabilities held at fair value Trade and other payables Corporation tax liability Total current liabilities Total liabilities Net assets Shareholders’ equity Called up share capital Capital redemption reserve Share premium account Employee Benefit Trust reserve Available for sale reserve Retained earnings Total equity before deduction of own shares Own shares Total equity 43 86 129 15,979 16,108 (4,961) (4,961) 11,147 2,296 467 2,933 (849) (33) 6,597 11,411 (264) 11,147 6,756 479 18,578 1,098 3,733 - (178) (18,893) (315) 92 83 175 30,644 30,819 (19,386) (19,386) 11,433 2,296 467 2,933 (1,046) (21) 6,804 11,433 - 11,433 The Financial Statements were approved by the Board of Directors and authorised for issue on 14 January 2015. Steve Wassell Company Secretary Mark Ansell Chairman of the Audit Committee The notes on pages 26 to 48 form part of these financial statements - 20 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 COMPANY STATEMENT OF FINANCIAL POSITION At 31 October 2014 Company number: 4427253 Assets Non-current assets Property, plant and equipment Deferred tax asset Total non-current assets Current assets Assets held at fair value Available for sale financial assets Trade and other receivables Stock borrowing collateral Cash and cash equivalents Corporation tax asset Total current assets Total assets Current liabilities Financial liabilities held at fair value Trade and other payables Corporation tax liability Total current liabilities Total liabilities Net assets Shareholders’ equity Called up share capital Capital redemption reserve Share premium account Employee Benefit Trust reserve Available for sale reserve Retained earnings Total equity before deduction of own shares Own shares Total equity Note 2014 £’000 2014 £’000 2013 £’000 2013 £’000 2,350 467 4,958 102 8,273 8 (75) (5,065) - 11 13 14 15 16 24 17 18 18 19 43 86 129 16,158 16,287 (5,140) (5,140) 11,147 2,296 467 2,933 (849) (33) 6,597 11,411 (264) 11,147 6,756 6,756 479 18,766 1,098 3,728 - (178) (19,076) (315) 92 83 175 30,827 31,002 (19,569) (19,569) 11,433 2,296 467 2,933 (1,046) (21) 6,804 11,433 - 11,433 The Financial Statements were approved by the Board of Directors and authorised for issue on 14 January 2015. Steve Wassell Company Secretary Mark Ansell Chairman of the Audit Committee The notes on pages 26 to 48 form part of these financial statements - 21 - Note 2014 £’000 2013 £’000 75 1,341 538 82 (57) 77 715 18,673 (14,111) 5,277 (286) 4,991 (33) 57 24 222 (322) - (366) (466) 4,549 3,733 8,282 193 123 (67) 76 1,666 (11,514) 10,001 153 (116) 37 (24) 67 43 332 (1,322) 25 (264) (1,229) (1,149) 4,882 3,733 ARDEN PARTNERS PLC ANNUAL REPORT 2014 CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 October 2014 Operating activities before taxation Profit before tax Adjustments for: Fair value adjustments of derivative financial assets Depreciation of fixtures, fittings and computer equipment Net interest receivable Share based payments Operating cash flow before changes in working capital Decrease/(increase) in operating assets (Decrease)/increase in operating liabilities Cash generated from operations Income taxes paid Net cash flows from operating activities Investing activities Purchases of property, plant and equipment Net interest received Net cash flows from investing activities Financing activities Proceeds from the sale of own shares Purchase of own shares Issue of shares Dividends paid to equity shareholders Net cash flows from financing activities Increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 17 The notes on pages 26 to 48 form part of these financial statements - 22 - Note 2014 £’000 2013 £’000 75 1,341 538 82 (57) 77 715 18,673 (14,115) 5,273 (286) 4,987 (33) 57 24 222 (322) - (366) (466) 4,545 3,728 8,273 193 123 (67) 76 1,666 (11,513) 10,001 154 (116) 38 (24) 67 43 332 (1,322) 25 (264) (1,229) (1,148) 4,876 3,728 ARDEN PARTNERS PLC ANNUAL REPORT 2014 COMPANY STATEMENT OF CASH FLOWS For the year ended 31 October 2014 Operating activities before taxation Profit before tax Adjustments for: Fair value adjustments of derivative financial assets Depreciation of fixtures, fittings and computer equipment Net interest receivable Share based payments Operating cash flow before changes in working capital Decrease/(increase) in operating assets (Decrease)/increase in operating liabilities Cash generated from operations Income taxes paid Net cash flows from operating activities Investing activities Purchases of property, plant and equipment Net interest received Net cash flows from investing activities Financing activities Proceeds from the sale of own shares Purchase of own shares Issue of shares Dividends paid to equity shareholders Net cash flows from financing activities Increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 17 The notes on pages 26 to 48 form part of these financial statements - 23 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 October 2014 Share capital £’000 Share Premium account £’000 Capital Redemption Reserve £’000 Own shares £’000 Employee Benefit Trust Reserve £’000 Available for sale Reserve £’000 Retained earnings £’000 Total £’000 2,501 2,933 237 (661) (607) (10) 7,214 11,607 - - - 25 - - - - - - - - - - - - - - - 2,296 2,933 467 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (696) 299 230 1,058 - - - - - - - - - - (322) 58 - - - - - - - (626) - - - 187 - - (11) (11) - - - - - - - 990 - 990 - - - (1,058) 76 (154) 990 (11) 979 25 (1,322) 299 - 76 33 (264) (264) (1,046) (21) 6,804 11,433 - - - - - - 197 - - (12) (12) - - - - - 115 - 115 - - 77 115 (12) 103 (322) 58 77 (33) 164 (366) (366) Own shares cancelled (230) Balance at 1 November 2012 Profit for year Revaluation of available for sale financial assets Total comprehensive income for the year Issue of shares Purchase of own shares Sale of own shares Share based payments Sale of shares by Employee Benefit Trust to satisfy employee share schemes Dividends paid to equity shareholders Balance at 31 October 2013 Profit for year Revaluation of available for sale financial assets Total comprehensive income for the year Purchase of own shares Sale of own shares Share based payments Sale of shares by Employee Benefit Trust to satisfy employee share schemes Dividends paid to equity shareholders Balance at 31 October 2014 2,296 2,933 467 (264) (849) (33) 6,597 11,147 Notes 1. The capital redemption reserve represents the nominal value of shares that have been cancelled that were previously held as Own Shares. 2. 3. Own Shares represents shares purchased to be held as treasury shares at historical cost. The Employee Benefit Trust reserve represents shares held in the parent Company by the Arden Partners Employee Benefit Trust which is consolidated in these financial statements in accordance with the accounting policy in note 1. During the year 343,168 ordinary shares were issued from the employee benefit trust to satisfy employee share options (2013: 325,000). The notes on pages 26 to 48 form part of these financial statements - 24 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 COMPANY STATEMENT OF CHANGES IN EQUITY For the year ended 31 October 2014 Share capital £’000 Share Premium account £’000 Capital Redemption Reserve £’000 Own shares £’000 Employee Benefit Trust Reserve £’000 Available for sale Reserve £’000 Retained earnings £’000 Total £’000 2,501 2,933 237 (661) (607) (10) 7,214 11,607 - - - 25 - - - - - - - - - - - - - - - 2,296 2,933 467 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (696) 299 230 1,058 - - - - - - - - - - (322) 58 - - - - - - - (626) - - - 187 - - (11) (11) - - - - - - - 990 - 990 - - - (1,058) 76 (154) 990 (11) 979 25 (1,322) 299 - 76 33 (264) (264) (1,046) (21) 6,804 11,433 - - - - - - 197 - - (12) (12) - - - - - 115 - 115 - - 77 115 (12) 103 (322) 58 77 (33) 164 (366) (366) Own shares cancelled (230) Balance at 1 November 2012 Profit for year Revaluation of available for sale financial assets Total comprehensive income for the year Issue of shares Purchase of own shares Sale of own shares Share based payments Sale of shares by Employee Benefit Trust to satisfy employee share schemes Dividends paid to equity shareholders Balance at 31 October 2013 Profit for year Revaluation of available for sale financial assets Total comprehensive income for the year Purchase of own shares Sale of own shares Share based payments Sale of shares by Employee Benefit Trust to satisfy employee share schemes Dividends paid to equity shareholders Balance at 31 October 2014 2,296 2,933 467 (264) (849) (33) 6,597 11,147 Notes 1. The capital redemption reserve represents the nominal value of shares that have been cancelled that were previously held as Own Shares. 2. 3. Own Shares represents shares purchased to be held as treasury shares at historical cost. The Employee Benefit Trust reserve represents shares held in the parent Company by the Arden Partners Employee Benefit Trust which is consolidated in these financial statements in accordance with the accounting policy in note 1. During the year 343,168 ordinary shares were issued from the employee benefit trust to satisfy employee share options (2013: 325,000). The notes on pages 26 to 48 form part of these financial statements - 25 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 1) Accounting policies Arden Partners plc is a public limited company incorporated in the United Kingdom under the Companies Act 2006. The address of the Company’s registered office is set out on page 49. Basis of preparation The principal accounting policies applied in the preparation of the financial statements are set out below. The policies have been consistently applied to the Group and Company to all the years presented. These policies are in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively, “IFRS”) issued by the International Accounting Standards Board as endorsed for use in the European Union. The Group and Company Financial Statements have been prepared in accordance with IFRS. These financial statements have also been prepared in accordance with those parts of the Companies Act 2006 that are applicable to companies preparing their financial statements in accordance with IFRS. The Consolidated and Company Financial Statements have been prepared under the historical cost convention as modified by the revaluation of certain financial assets, financial liabilities and derivative instruments to fair value. Basis of consolidation Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Company and its subsidiaries (the “Group”) as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. The Company has taken advantage of Section 408 of the Companies Act 2006, and the Statement of Comprehensive Income of the parent Company is not presented. The parent Company’s profit after taxation for the financial year amounted to £115,000 (2013: £990,000). New standards effective during the year None of the new standards, interpretations or amendments, which are effective for the first time in these financial statements, has had a material impact on these financial statements. Standards that have been issued, but are not yet effective for the year ended 31 October 2014 include: IFRS 10 Consolidated Financial Statements Offsetting Financial Assets and Liabilities (Amendments to IAS 32) Annual improvements to IFRSs 2010-2012 Cycle Annual improvements to IFRSs 2011-2013 Cycle Annual improvements to IFRSs 2012-2014 Cycle IFRS 15 Revenue from Contracts with Customers IFRS 9 Financial Instruments Disclosure Initiative: Amendments to IAS 1 1 Jan 2014 1 Jan 2014 1 Feb 2015 1 Jul 2014 1 Jan 2016 1 Jan 2017 1 Jan 2018 1 Jan 2016 The Board is currently assessing the impact of IFRS 9. All other standards and interpretations are not expected to have a material impact on the financial statements. The accounting policies set out below have, unless otherwise stated, been applied consistently by the Group to all periods presented in these consolidated financial statements. - 26 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements Revenue Revenue comprises the net realised and unrealised trading gains or losses of shares traded on a principal basis, commissions and fees earned from trading shares on an agency basis, together with fees derived from corporate finance activities, broking services and retainers. Revenue is recognised at the fair value of the consideration receivable, to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group. Where consideration includes financial instruments or other non-cash items, revenue is measured at fair value using an appropriate valuation method. Corporate Finance Division The Group recognises revenue at the point of completing an assignment to the extent that it has obtained the right to consideration through performance of its services to clients. Deal fees and placing commissions are only recognised once there is certainty of the contractual entitlement for the Group to receive them. Corporate retainer fees relate to revenue arising from advisory services provided to retained clients and are recognised on an accruals basis. Equities Division Institutional commissions are recognised on trade dates. Net trading gains or losses are the realised and unrealised profits and losses from market making long and short positions on a trade date basis. Interest receivable Finance income, which comprises principally interest received, is recognised using the effective interest rate method. Property, plant and equipment Property, plant and equipment is stated at cost, net of depreciation and impairment in value. Depreciation is provided to write off the cost, less estimated residual values, of all property, plant and equipment evenly over their expected useful lives on a straight line basis. It is calculated at the following rates: Improvements to leasehold buildings Fixtures, fittings and computer equipment - - 33.33% per annum 33.33% per annum Investments Investments in subsidiaries are stated at cost less, where appropriate, provision for impairment. Financial assets Financial assets comprise held for trading instrument, those designated at fair value through profit or loss, available for sale assets, and loans and receivables. The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group has not classified any of its financial assets as held to maturity. - 27 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements The Group's accounting policy for each category is as follows: • • • Assets held at fair value: Held for trading instruments represent long market making positions and are measured at fair value with gains and losses from changes in fair value being taken to the Statement of Comprehensive Income. Derivative financial assets may include options which are valued using the Black-Scholes model, which management intends to hold in the short term and any change in fair value are taken to the Statement of Comprehensive Income. The derivative financial instruments are not designated as hedging instruments. Assets designated at fair value through profit and loss are valued with reference to current quoted prices in active markets. They are designated as fair value through profit and loss as management review performance of the asset as part of a portfolio of assets at fair value. Loans and receivables: These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the Statement of Comprehensive Income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. Included within loans and receivables are market receivables which comprise of sold security transactions awaiting settlement at year end. These balances are shown gross and are recognised on trade date at cost. Available for sale assets: Non-derivative financial assets not included in the above categories are classified as available for sale. They are carried at fair value with changes in fair value recognised directly in a separate component of equity (available for sale reserve) these are temporary differences which will be recognised in the Statement of Comprehensive Income upon sale.. Where there is a significant or prolonged decline in the fair value of an available for sale financial asset (which constitutes objective evidence of impairment), the full amount of the impairment, including any amount previously charged to equity, is recognised in the income statement. Purchases and sales of available for sale financial assets are recognised on trade or settlement date with any change in fair value between trade date and the reporting date being recognised in the revaluation reserve. On sale, the amount held in the available for sale reserve associated with that asset is removed from equity and recognised in the Statement of Comprehensive Income. Cash and cash equivalents Cash and cash equivalents comprise cash in hand, bank balances that are readily convertible to a known amount of cash and are not subject to a significant risk of changes in value. Cash and cash equivalents all have original dates to maturity of three months or less. - 28 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements Financial liabilities The Group classifies its financial liabilities into one of the categories discussed below, depending on the purpose for which the liability was acquired. The Group's accounting policy for each category is as follows: • • Fair value through profit or loss: These financial liabilities represent short market-making positions and are stated at fair value. Gains and losses from changes in fair value are taken to the Statement of Comprehensive Income. For financial liabilities which are quoted in active markets, fair values are determined by reference to the current quoted offer price. Other financial liabilities: These comprise market payables, trade payables, other payables and accruals. They are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method. Included within other financial liabilities are market payables which comprise of purchased security transactions awaiting settlement at the year end. These balances are shown gross and are recognised on trade date at cost. Stock borrowing collateral The Group may enter into stock borrowing arrangements with certain institutions which are entered into on a collateralised basis with securities or cash advances received as collateral. Under such arrangements a security is purchased with a commitment to return it at a future date at a future agreed price. The securities purchased are not recognised on the Statement of Financial Position and the transaction is treated as a secured loan made for the purchase price. Where cash has been used to effect the purchase, the cash collateral amount is recorded as a pledged asset on the Statement of Financial Position. Foreign currency transactions Transactions in foreign currencies are translated into sterling at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into sterling at the exchange rate ruling at the reporting date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income within administrative expenses. Taxation Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognised in the Statement of Comprehensive Income except to the extent that it relates to items recognised directly in equity, in which case it is recognised directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided based upon temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. - 29 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Dividends Dividends are recognised when they become legally payable. Interim dividends are recognised when paid. Final dividends are recognised when approved by shareholders at an Annual General Meeting. Dividends unpaid at the reporting date are only recognised as a liability at that date to the extent that they are appropriately authorised and are no longer at the discretion of the Company. Own Shares The cost of purchasing Treasury Shares held by the Company are shown as a deduction against equity and are declared as Own Shares. Leased assets Operating lease rentals are charged to the Statement of Comprehensive Income on a straight line basis over the period of the lease. Pension costs Contributions to defined contribution pension schemes are charged to the Statement of Comprehensive Income in the period in which they become payable. Employee Benefit Trust Arden Partners Employee Benefit Trust is a trust established by Trust deed in 2006 and the assets and liabilities are held separately from the Company. Its assets and liabilities are fully consolidated in the consolidated and Company Statements of Financial Position, and holdings of Arden Partners plc shares by the Arden Partners Employee Benefit Trust are shown as a deduction from Company and consolidated equity under the heading “Employee Benefit Trust reserve”. Share based payments – equity settled All options granted are recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value is measured using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. Vesting conditions for all the share option schemes relate to service conditions and profit, which are non market conditions the features of which are not incorporated not the fair value of the option. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition. - 30 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements Critical accounting estimates The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances, the results of which form the basis of judgements about carrying amounts of assets and liabilities. Actual results may differ from those amounts. Judgements made by management that may have a significant effect on the financial statements relate principally to the Group’s equity-settled share-based remuneration schemes for employees. Employee services received, and the corresponding increase in equity, are measured by reference to the fair value of the equity instruments at the date of grant. The fair value of share options is estimated by using valuation models, such as Black-Scholes, on the date of grant based on certain assumptions. Those assumptions are described in note 19 and include, among others, the dividend growth rate and expected volatility. 2) Revenue Revenue is wholly attributable to the principal activity of the Group and arises solely within the United Kingdom. Equities Division Corporate Finance Division Total revenue 2014 £’000 2,689 5,266 7,955 2013 £’000 5,046 5,057 10,103 Included within revenue of the Equities Division is a loss of £538,000 (2013: loss £190,000) relating to the fair value adjustment of derivatives held within assets that are fair valued through profit or loss. The Directors are of the opinion that there are only two operating segments and while segment revenues are reviewed internally business resources are not allocated to segments for the purposes of deriving either profit or assets. In 2014, none of the Group’s customers contributed 10% or more of the Group’s revenue. 3) Profit from operations This is arrived at after charging/(crediting): Depreciation of property, plant and equipment Operating lease costs Auditor’s remuneration: Audit services: Company Subsidiaries Tax services Audit related assurance services Foreign currency losses Share based payments - 31 - 2014 £’000 82 241 34 1 6 17 (2) 77 2013 £’000 123 244 35 1 6 12 (2) 76 ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 4) Dividends Dividends recognised in the year consisted of the 2013 final dividend of £366,000 (1.75p per share). Dividends recognised in the prior year consisted of the 2013 interim dividend of £264,000 (1.25p per share). 5) Employees Staff costs (including Directors) of the Group and Company consist of: Wages and salaries Incentive payments Share based payments (see note 19 for further details) Social security costs Other pension costs 2014 £’000 3,210 250 77 428 251 4,216 2013 £’000 3,116 838 76 504 218 4,752 The average number of employees (including Directors) of the Group and Company during the year was 40 (2013: 39) of which 30 (2013: 25) are front-office and the remainder are administration. During the previous year a pension accrual of £41,000 which had been accrued in previous years has been released to the Statement of Comprehensive Income. 6) Directors' remuneration Directors' emoluments including incentive payments Company contributions to money purchase pension schemes Gain on exercise of share options 2014 £’000 506 48 - 554 2013 £’000 708 51 119 878 There were 3 Directors in defined contribution pension schemes during the year (2013: 3). The total amount payable to the highest paid Director in respect of emoluments was £170,000 (2013: £302,000) of this total Company pension contributions of £18,000 (2013: £19,000) were provided towards a money purchase scheme on his behalf. Further details of Directors’ remuneration are set out in the Report on Directors’ Remuneration on pages 12 to 15. 7) Finance income Bank and other interest receivable 2014 £’000 61 2013 £’000 71 - 32 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 8) Finance expense Bank overdrafts 9) Income tax (credit)/expense UK Corporation tax Current tax on profit of the year Adjustment in respect of previous periods Total current tax Deferred tax Origination and reversal of timing differences Deferred tax on share options Re-measurement upon change in tax rate Adjustment in respect of previous periods Total deferred tax Total income tax (credit)/expense 2014 £’000 5 2013 £’000 4 2014 £’000 2013 £’000 (8) (29) (37) (3) - - - (3) (40) 304 (3) 301 7 41 6 (4) 50 351 The tax assessed for the year is lower (2013: higher) than the standard rate of corporation tax in the UK. The differences are explained below: Profit before tax Profit on ordinary activities at the standard rate of corporation tax in the UK of 21.8%% (2013: 23%) Effect of: Expenses not deductible for tax purposes Prior year current tax over provision Prior year deferred tax over provision Re-measurement on deferred tax upon change in tax rate Deferred tax on share options Total income tax (credit)/expense 2014 £’000 75 2013 £’000 1,341 16 (27) (29) - - - (40) 304 3 (3) (4) 6 41 351 - 33 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements A reduction in the UK corporation tax rate from 24% to 23% was substantively enacted in July 2012 and was effective from 1 April 2013. Reductions from 23% to 21% were substantively enacted in July 2013 and were effective from 1 April 2014. Further reductions from 21% to 20% were also substantively enacted in July 2013 and will be effective from 1 April 2015. Accordingly, the substantively enacted rate of 20% has been applied in the measurement of the Group’s deferred tax assets at 31 October 2014 10) Earnings per share In addition to the basic earnings per share, underlying earnings per share has been shown because the Directors consider that this gives a more meaningful indication of the underlying performance of the Group. Where applicable, all adjustments are stated after taking into consideration current tax treatment ignoring deferred tax. Basic earnings per share Add: IFRS2 share-based payments Underlying basic earnings Diluted earnings per share Add: IFRS2 share-based payments Underlying diluted earnings Year ended 31 October 2014 Pence per Share 0.5 0.4 Numerator £’000 115 77 0.9 0.5 0.4 0.9 192 115 77 192 Year ended 31 October 2013 Pence per Share 4.7 0.4 5.1 4.5 0.4 4.9 Numerator £’000 990 76 1,066 990 76 1,066 Year ended 31 October 2014 Number Year ended 31 October 2013 Number Denominator Weighted average number of shares in issue for basic earnings calculation Weighted average dilution for outstanding share options Weighted average number for diluted earnings calculation 20,818,253 1,132,883 21,951,136 21,008,130 740,730 21,748,860 The 1,480,700 (2013: 1,823,868) shares held by the Arden Partners Employee Benefit and the 461,087 (2013: Nil) shares held in Treasury have been excluded from the denominator. - 34 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 11) Property, plant and equipment Group and Company as at 31 October 2014 Improvements to leasehold buildings £’000 Fixtures, fittings and computer equipment £’000 301 - 301 301 - 301 - - 1,190 33 1,223 1,098 82 1,180 43 92 Improvements to leasehold buildings £’000 Fixtures, fittings and computer equipment £’000 494 - (193) 301 479 15 (193) 301 - 15 1,581 24 (415) 1,190 1,405 108 (415) 1,098 92 176 Total £’000 1,491 33 1,524 1,399 82 1,481 43 92 Total £’000 2,075 24 (608) 1,491 1,884 123 (608) 1,399 92 191 Cost At 1 November 2013 Additions At 31 October 2014 Depreciation At 1 November 2013 Charge for the year At 31 October 2014 Net book value At 31 October 2014 At 31 October 2013 Group and Company as at 31 October 2013 Cost At 1 November 2012 Additions Disposals At 31 October 2013 Depreciation At 1 November 2012 Provided for the year Disposals At 31 October 2013 Net book value At 31 October 2013 At 31 October 2012 - 35 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 12) Investments Company Cost At 1 November 2012, 31 October 2013 and 31 October 2014 Group undertakings £ 42 The Company owns the whole of the issued share capital of Arden Partners Nominees Limited, a company registered in England. This Company's sole activity is the holding of investments for clients of Arden Partners plc. The Company has not traded during the current or prior year. The Company also owns the whole of the issued share capital of Arden Partners EBT Limited, a company registered in England. The Company's sole activity is to act as payment agent for the Arden Partners Employee Benefit Trust. At 31 October 2014, the Arden Partners Employee Benefit Trust held 1,480,700 ordinary shares in Arden Partners plc (2013: 1,823,868 ordinary shares). The Company also owns the whole of the issued share capital of Arden Partners Asset Management Limited, a company registered in England which was formed as a name protection company. The Company has not traded during the current or prior year. 13) Deferred tax asset Group and Company – 2014 Accelerated capital allowances Share options £’000 £’000 Total deferred tax asset £’000 At 1 November 2013 Credited to Statement of Comprehensive Income At 31 October 2014 49 3 52 34 - 34 83 3 86 Group and Company – 2013 Accelerated capital allowances Share option £’000 £’000 Total deferred tax asset £’000 At 1 November 2012 Adjustments in respect of previous periods Charged to Statement of Comprehensive Income Re-measurement upon Change in tax rate – charged to Statement of Comprehensive Income At 31 October 2013 58 (4) (5) - 49 76 - (39) (3) 34 134 (4) (44) (3) 83 The Company has no unutilised tax losses on which a deferred tax asset has not been recognised. - 36 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 14) Assets held at fair value Group and Company Held for trading: Long market making equity positions Financial assets designated at fair value through profit and loss: Convertible loan note Derivative financial assets: Options 2014 £’000 2013 £’000 1,863 5,732 200 201 287 823 2,350 6,756 At 31 October 2014 the historical cost of long market making positions was £3,032,000 (2013 £6,246,000). At 31 October 2014 the historical cost of convertible loan note was £200,000 (2013 £200,000). At 31 October 2014 the historical cost of other investments was £86,000 (2013: £86,000). 15) Available for sale financial assets Group and Company At 1 November 2013 Fair value losses At 31 October 2014 2014 £’000 479 (12) 467 2013 £’000 490 (11) 479 At 31 October 2014 the historical cost of the listed investments was £500,000 (2013: £500,000). Listed investments relates to a holding in Treasury Gilts which is pledged as security to BNP Paribas Securities Services. - 37 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 16) Trade and other receivables Group Market receivables Trade receivables Other receivables Prepayments and accrued income Company Market receivables Trade receivables Other receivables Prepayments and accrued income 2014 £’000 3,458 576 245 491 4,770 2014 £’000 3,458 576 433 491 4,958 2013 £’000 16,345 756 1,018 459 18,578 2013 £’000 16,345 756 1,206 459 18,766 The fair value of market, trade and other receivables approximates to amortised cost as they are short term in nature. An analysis of past due trade receivables is shown in note 24. No other receivables are past due. Trade receivables are shown net of impairment. 17) Cash and cash equivalents Group Cash and bank balances Company Cash and bank balances 2014 £’000 8,282 2013 £’000 3,733 2014 £’000 8,273 2013 £’000 3,728 Included within cash and bank balances of the Group and the Company at 31 October 2014 is an amount of $146,000 (£90,000) (2013: $15,000 (£9,000)) which is denominated in USD. - 38 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 18) Financial liabilities Group Financial liabilities at fair value through profit and loss Short market making equity positions Trade and other payables Market payables Trade payables Other taxation and social security Other payables Accruals and deferred income Total trade and other payables Total financial liabilities 2014 £’000 2013 £’000 75 178 3,492 288 164 381 561 4,886 16,307 365 151 1,461 609 18,893 4,961 19,071 There are no differences between the fair values and the amortised cost of any of the trade and other payables as they are short term in nature. Included in the above are financial liabilities amounting to £4,070,000 (2013: £18,084,000). Company Financial liabilities at fair value through profit and loss Short market making equity positions Trade and other payables Market payables Trade payables Other taxation and social security Other payables Accruals and deferred income Total trade and other payables Total financial liabilities 2014 £’000 2013 £’000 75 178 3,492 288 164 560 561 5,065 16,307 365 151 1,644 609 19,076 5,140 19,254 There are no differences between the fair values and the amortised cost of any of the trade and other payables as they are short term in nature. Included in the above are financial liabilities amounting to £4,249,000 (2013: £18,266,000). - 39 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 19) Share capital Equity share capital 40,000,000 Ordinary shares of 10p each 22,959,065 (2013: 22,959,065) Ordinary shares of 10p each Authorised 2014 £’000 2013 £’000 Allotted, called up and fully paid 2014 £’000 2013 £’000 4,000 4,000 - - - - 2,296 2,296 Options over the Company’s shares outstanding Movements in the number of share options and their weighted average exercise prices are as follows: Weighted Average Exercise price (pence) 2014 33.0 Number of Options 2013 2,025,475 (40.8) (580,000) - (9.5) 26.7 1,068,250 (167,399) 2,346,326 Weighted Average Exercise price (pence) 2013 28.1 (10.0) 32.2 47.8 33.0 Number of Options 2014 2,346,326 (543,168) 316,000 (105,000) 2,014,158 At 1 November 2013 Exercised during the year Granted during the year Expired during the year At 31 October 2014 The weighted average market price of the Company’s shares at the date of exercise of options during the year was 89.2p (2013: 47.0p). The share options outstanding at the year end have a weighted average exercise price and expected remaining life as follows: 31 October 2014 31 October 2013 Weighted Average exercise price (pence) Weighted average expected remaining life (months) Number of share options Weighted average exercise price (pence) Weighted average expected remaining life (months) Number of share options 359,908 47.8 18 803,076 47.8 275,000 10.0 75 475,000 10.0 30 87 1,379,250 24.6 70 1,068,250 32.2 117 2,014,158 2,346,326 - 40 - Arden Partners Old Scheme Arden Partners Share Plan 2007 Arden Partners Share Plan 2013 ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements The number of options outstanding by issue date and exercise price, together with the vesting periods, fair values, and the assumptions used to calculate the fair value, and the actual remaining contractual life as at 31 October 2014 are as follows: Arden Partners Share Plan 2013 Arden Partners Share Plan 2007 Arden Partners Old Scheme Grant dates Weighted average fair value at grant date 1 Average exercise price Exercise price range Weighted average share price at date of grant 2 Expected volatility 3 Risk free interest rate Dividend yield Option life (months) Weighted average option life (months) Weighted average life remaining (months) Number of options outstanding Percentage of options expected to vest Number of options vested but unexercised 23/07/2013 to 23/10/2014 8p to 74p 24.5p 0p – 48.5p 45.9p 30% 0.5% 5% 43-70 64 56 1,379,250 100% - 17/04/2008 to 24/03/2013 45p to 148p 10.0p 10.0p 63.9p 30% 4% to 5.75% 5% 120 120 75 275,000 100% 275,000 21/4/2006 3.5p 47.8p 47.8p 30.0p 30% 5% 5% 120 120 18 359,908 100% 359,908 Notes: 1. 2. 3. The estimate of the fair value of the services received is measured based on the Black-Scholes model. The contractual life is the life of the option in question and growth in dividend yield is based on the best current estimate of future yields over the contractual period. The Arden Partners Old Scheme was established in April 2006 with the stock price having been agreed with the Inland Revenue Share Valuation Office. Expected volatility is based on historic information adjusted to take effect of future trends in economic conditions, behavioural considerations and exercise restrictions. The total expense recognised for the year arising from share based payments is as follows: Expensed during the year (equity settled) (included within employee costs as set out in note 5) 20) Pensions 2014 £’000 77 2013 £’000 76 The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Where members of staff do not join the Company scheme, contributions are made to their own nominated schemes all of which are defined contribution. The pension charge for the year amounted to £251,000 (2013: £218,000). Contributions amounting to £42,000 (2013: £27,000) were payable to schemes and are included in payables. - 41 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 21) Commitments under operating leases The Group and the Company were committed to making the following payments under non-cancellable operating leases as set out below: Within one year Between one and two years Land and buildings 2013 £’000 227 213 2014 £’000 213 - 213 440 22) Related party disclosures The key management are considered to be the Board of Directors of Arden Partners plc, whose remuneration can be seen in the Directors’ Remuneration Report on pages 12 to 15. The compensation in total for each category required by IAS 24 is as follows: Salaries and short term employee benefits Pension Contributions Share-based payments Year ended 31 October 2014 £’000 506 48 17 571 Year ended 31 October 2013 £’000 708 51 4 763 The Group has paid £5,000 (2013: £15,000) to Mark Ansell Consulting Limited for the services of Mark Ansell as a Non-Executive Director, Mark Ansell is a director of both Mark Ansell Consulting Limited and Arden Partners plc. At 31 October 2014 there were no amounts due to Mark Ansell Consulting Limited (2013: Nil). 23) Events after the reporting period There have been no significant events between the end of the year and the date the Financial Statements were approved. - 42 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 24) Financial instruments and risk profile The Group and Company’s financial instruments comprise cash and cash equivalents, assets held at fair value, trade receivables and trade payables arising from operations. The Group and Company have recognised the following risks arising from these financial instruments: • • Market risk Credit risk • • Liquidity risk Operational risk 24.1 Market risk Equity price risk The Group and Company face risk arising from holding trading assets in markets that fluctuate. The Group and Company manage equity price risk by establishing individual stock limits and overall investment criteria, and management reports are prepared daily in support of a review regime. The Board reviews trading assets on a monthly basis. Equity price sensitivity analysis A sensitivity analysis based on a 10% increase/decrease in the all share AIM index shows the impact of such a movement would be an increase/decrease of £179,000 in the profit shown in the Consolidated Statement of Comprehensive Income. Interest price risk If the average level of interest received on cash deposits had been 0.5% higher or lower than the level actually received in the year ended 31 October 2014, the profit before taxation would have been decreased or increased by approximately £10,000. In the year ended 31 October 2013 a 0.5% movement in rates would have increased or decreased the profit before taxation by approximately £5,000. Currency price risk The Group and Company had an aggregate currency exposure at 31 October 2014 in respect of US$146,000 (£90,000). There was a currency exposure for the Group and the Company at 31 October 2013 of US$15,000 (£9,000). The effect of a 10% movement in the US$/£ exchange rate from the rate ruling at the reporting date would be to impact profit/(loss) and net assets by approximately £6,000 (2013: £1,000). Fixed rate cash financial assets of £7,428,000 (2013: £3,610,000) comprise sterling cash deposits at an average rate of 0.50% (2013: 0.50%). Remaining cash was held on current accounts attracting interest based on LIBOR. Other financial assets do not have maturity dates and do not currently attract interest. 24.2 Credit risk Credit risk represents the possibility that the Group or Company will suffer a loss from a counterparty failing to meet its obligations. Credit risk is managed as follows: • • • • • robust client account opening and vetting procedures general policy to deal only with FCA registered counterparties general policy on limiting exposure to concentration risk control over timely settlement of market receivables review of daily settlement reports by the Risk Committee - 43 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements Exposure to credit risk The carrying value of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Market receivables Collateral deposits Trade receivables Other receivables Total loans and receivables Cash and cash equivalents Group 2014 £’000 3,458 102 576 245 4,381 8,282 2013 £’000 16,345 1,098 756 1,018 19,217 3,733 Company 2014 £’000 3,458 102 576 433 4,569 8,273 2013 £’000 16,345 1,098 756 1,206 19,405 3,728 Total assets 12,663 22,950 12,842 23,133 The Group and Company hold their cash and cash equivalents with a reputable financial institution. All cash and cash equivalents are short-term, highly liquid investments that are readily convertible into known amounts of cash. Collateral deposits relate to stock borrowing arrangements which are entered into on a collateralised basis, with third party institutions, with securities or cash advances received as collateral. Under such arrangements a security is purchased with a commitment to return it at an agreed future date and price. In the event of a default the institution can exercise its right to retain the collateral deposit. The ageing of trade receivables at the reporting date was: Not past due Past due 31-60 days Past due 61-90 days Past due 91-120 days Past due 121+ days Provisions Total 31 October 2014 £’000 465 14 - 179 - (82) 576 31 October 2013 £’000 698 7 14 62 - (25) 756 - 44 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements Movement in provision: Opening balance Amounts released Amounts written off Increase in provision Closing balance 31 October 2014 £’000 25 - (25) 82 82 31 October 2013 £’000 - - - 25 25 No receivables have been renegotiated and no non trade receivables are past due or impaired. 24.3 Liquidity risk Liquidity risk is the risk that the Group and Company are unable to raise sufficient funding to enable them to meet their obligations and is managed as follows: • • • • • • • maintaining a strong capital base forecasting future cash-flow requirements monitoring of cash positions on a daily basis monitoring of market making positions on a daily basis control over timely settlement of trade receivables control over timely settlement of market receivables and payables. trade and other payables are short term in nature and are due for payment within one year. Capital risk management The Group and Company’s policy in respect of capital risk management is to maintain a strong capital base so as to retain investor, creditor and market confidence. During the years ended 31 October 2013 and 2014 capital has been maintained at a level above minimum FCA requirements. Such levels have been established by reference to an internal ICAAP assessment. The Group and Company’s capital resources consist of Tier 1 equity capital and Tier 3 retained earnings. 24.4 Operational risk Operational risk is the risk of loss resulting from inadequate or failed internal processes, staff or systems, or from external causes whether deliberate, accidental or natural. This would also include risk from changes in legislation, regulation, currency or interest rate risk. Operational risk is managed by the Operations Committee with day-to-day control exercised by the Chief Operating Officer. The Group and Company also has contingency plans in place to cover loss of systems, property and other eventualities. - 45 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements 24.5 Fair value estimation All financial instruments carried at fair value are categorised into three categories defined as follows: • Level 1 – Quoted market price Financial instruments with quoted prices for identical instruments in active markets. The convertible loan note contains an option to convert the debt instrument into equity and therefore is fair valued by reference to quoted prices. • Level 2 – Valuation technique using observable inputs Financial instruments with quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in inactive markets and financial instruments valued using models where all significant inputs are observable. • Level 3 – Valuation technique with significant non-observable inputs Financial instruments valued using models where one or more significant inputs are not observable. The best evidence of fair value is a quoted price in an actively trade market. In the event that the market for a financial instrument is not active, a valuation technique is used. The majority of valuation techniques employ only observable market data and so the reliability of the fair value measurement is high. However, certain financial instruments are valued on the basis of valuation techniques that feature one or more significant market inputs that are not observable. For these instruments, the fair value derived is more judgemental. ‘Not observable’ in this context means that there are few or no current market data available from which to determine the level at which an arm’s length transaction would be likely to occur. It generally does not mean that there is absolutely no market data available upon which to base a determination of fair value (for example, historical data may be used). Furthermore, the assessment of hierarchy level is based on the lowest level of input that is significant to the fair value of the financial instrument. The following table presents the Group’s and Company’s assets and liabilities that are measured at fair value at 31 October 2014: Group and Company as at 31 October 2014 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total £’000 1,863 200 287 467 102 2,919 - - 287 - - 287 - 75 Assets Long market making positions Convertible loan note Options Available for sale financial assets Stock borrowing collateral Liabilities Short market making equity positions 1,863 200 - 467 102 2,632 75 - - - - - - - - 46 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements Group and Company as at 31 October 2013 Level 1 £’000 Level 2 £’000 Level 3 £’000 Assets Long market making positions Convertible loan note Options Available for sale financial assets Stock borrowing collateral Liabilities Short market making equity positions 5,732 201 - 479 1,098 7,510 178 - - - - - - - Total £’000 5,732 201 824 479 1,098 8,334 - - 824 - - 824 - 178 Reconciliation of recurring fair value measurements categorised within level 3 of the fair value hierarchy At 1 November 2013 Transferred to Level 1 – Long Market Making Positions Net unrealised loss recognised in Statement of Comprehensive Income At 31 October 2014 Options £’000 824 (83) (454) 287 Total £’000 824 (83) (454) 287 The derivative financial assets are classified as level 3 within the fair value hierarchy and comprise equity options over liquid listed securities. On 23 June 2014 an element of the options were exercised and transferred to long market making positions, no other options were exercised or expired during the period. Determination of fair value The valuation models used where quoted market prices are not available incorporate certain assumptions that the Group anticipates would be used by a third party market participant to establish fair value. Fair value as at 31 October 2014 £’000 Valuation Technique Unobservable input Range 287 Black- Scholes Model Historical Volatility 30-40% Options - 47 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Notes to the Consolidated Financial Statements Impact of reasonably possible alternative assumptions A sensitivity analysis based on a 10% increase/decrease in the volatility measure used as an input in the valuation of the options shows the impact of such a movement would be an increase of £7,436 / decrease of £3,379 respectively in the profit shown in the Consolidated Statement of Comprehensive Income. - 48 - ARDEN PARTNERS PLC ANNUAL REPORT 2014 Corporate Information Company Secretary Steve Wassell Arden House 17 Highfield Road Edgbaston Birmingham B15 3DU Direct Line: 0121 423 8993 Company Number 4427253 Nominated Advisor Registrar Lawyers Auditors Bankers Registered Office Altium Capital Limited 30 St James’s Square London SW1Y 4AL Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Eversheds LLP 1 Wood Street London EC2V 7WS BDO LLP 55 Baker Street London W1U 7EU HSBC Bank plc 1st Floor 60 Queen Victoria Street London EC4N 4TR Arden House 17 Highfield Road Edgbaston Birmingham B15 3DU - 49 - www.arden-partners.co.uk London 125 Old Broad Street London EC2N 1AR Tel 020 7614 5900 Fax 020 7614 5901 Birmingham Arden House 17 Highfield Road Edgbaston Birmingham B15 3DU Tel 0121 423 8900 Fax 0121 423 8901 Bristol Broad Quay House Prince Street Bristol BS1 4DJ Tel 020 7614 5900 Fax 020 7614 5901 17758ARDENPARCVR.indd 4 17758 26/02/2009 Proof 5 02/03/2010 12:04 

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