ANNUAL REPORT
YEAR ENDED
30 SEPTEMBER 2016
CONTENTS
The Strategic Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Statement of Directors’ Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Independent Auditor’s Report to the
Members of Integrated Financial Arrangements Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Consolidated Statement of Profit or Loss
and Other Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Company Statement of Profit or Loss and
Other Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Company Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Company Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21-56
EXECUTIVE DIRECTORS
COMPANY SECRETARY
REGISTERED OFFICE
M Howard
I A Taylor
A Scott
J M Davidson
NON-EXECUTIVE
DIRECTORS
N J Holden
J Brettell
S Bazley
D G C Johnson
AUDITOR
BDO LLP
55 Baker Street
London
W1U 7EU
IntegraFin Holdings Limited
29 Clement’s Lane
London
United Kingdom
EC4N 7AE
Telephone: +44 20 7608 4900
Registered in England No. 08860879
INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 1
THE STRATEGIC REPORT
The Directors
present their Strategic
Report of IntegraFin
Holdings Limited
(“the Company”)
for the year ended
30 September 2016.
Overview
The Company acts as a holding
company for its subsidiaries
(“the Group”).
The principal activity of the Group
during the year was the provision
of “Transact”, a wrap service that
arranges and executes transactions
between clients, their financial
advisers and financial product
providers including investment
managers and stockbrokers.
Transact offers a number of different
wrappers to clients. Integrated
Financial Arrangements Ltd (IFAL),
a wholly owned subsidiary of the
Company, is registered with HM
Revenue & Customs as an ISA
Manager and is the provider of the
Transact ISA. It is also the provider
of the Transact Self Invested Personal
Pension and the Transact General
Investment Account.
IFAL wholly owns two long-term
insurance businesses, one in the UK,
IntegraLife UK Limited (ILUK) and
one on the Isle of Man, IntegraLife
International Limited (ILInt), which
provide insurance based tax wrappers.
IFAL acts as the scheme administrator
for the Transact Personal Pension
scheme, the Transact Executive
Pension scheme and the Transact
Section 32 Buy-Out Bond.
The strategy of the business continues
to be the provision of a range of
wrappers and access to products to
advisers and clients. The Company
will widen that range in line with
changes in the UK tax environment
without compromising its renowned
and market-leading customer service
levels, and maintaining the Company’s
profitability.
Group structure changes
IntegraFin Services Limited (ISL),
a Group services company wholly
owned by the Company, became
operational on 1 October 2015.
All staff and intra-group service
contracts have been transferred from
IFAL to the services company.
Integrated Application Development
Pty Ltd (IAD), the supplier of software
services to the Group, was acquired
by the Company during the year.
The Isle of Man Financial Services
Authority (the Authority) came into
force as the single financial services
regulator in the Isle of Man on 1
November 2015, following the transfer
of functions to the Authority from
the previous regulatory bodies, the
Insurance and Pensions Authority and
the Financial Supervision Commission.
Business review and
financial results
Gross inflows averaged £298 million
per month in 2016 (2015: £281
million), and funds under direction
increased from £19.1 billion to
£24.6 billion at 30 September 2016.
As at 30 September 2016, the number
of registered advisers with funds
on the platform was 6,000, and the
number of clients grew from 125,000
to 134,000.
Total gross inflows in 2016 were the
highest inflows since inception and this
growth, coupled with strong markets
in the last quarter of the financial year,
led to funds under direction increasing
by 29% year on year.
As required by IFPRU 9.1.3, IHL’s
consolidated net return on assets,
calculated as net profit divided by
total balance sheet, is 24% in 2016
(2015: 22%).
During the year the Company paid
dividends totalling £9.0m (2015:
£7.8m).
The Group recorded a consolidated
before tax profit of £38.3 million
(2015: £20.2 million restated under
IFRS) and £20.8 million after tax
(2015: £16.3 million restated under
IFRS) for the year. At the end of
the year consolidated shareholders’
funds stood at £86.2 million (2015:
£75.0 million).
Key performance indicators
The Board of Directors of the
Company (the Board) has set key
performance indicators which it uses
to measure performance. A summary
of the key performance indicators,
illustrating the five year trends, is
shown in the charts below:
Funds under direction
Funds under direction (FUD) have
steadily grown over the last five years.
Strong market growth, especially in
the quarter to September 2016, has
helped drive this increase.
TOTAL FUD (£bn)
D
U
F
30.0
25.0
20.0
15.0
10.0
5.0
0.0
12.0
FY12
GROSS INFLOWS (£bn)
s
w
o
l
f
n
I
s
s
o
r
G
4.0
3.0
2.0
1.0
0.0
1.8
FY12
14.3
16.9
24.6
19.1
FY13
FY14
Financial year (end)
FY15
FY16
3.1
3.4
3.6
2.2
FY13
FY14
Financial year (end)
FY15
FY16
2 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016
INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 3
THE STRATEGIC REPORT continued
Clients and wrappers
TOTAL NUMBER OF CLIENTS (K)
RISK AND RISK MANAGEMENT
The total number of clients continues
to grow, with the number of wrappers
open at the end of each year also
showing steady development over
time. Average growth in client
numbers of over 7% per annum has
been achieved.
s
t
n
e
i
l
C
f
o
r
e
b
m
u
N
150
125
100
75
50
25
0
99K
105K
115K
125K
134K
FY12
FY13
FY14
Financial year (end)
FY15
FY16
IHL - TOTAL NUMBER OF WRAPPER / POLICIES
IN FORCE AT END OF YEAR (K)
172K
186K
203K
211K
228K
s
e
i
c
i
l
o
P
250
200
150
100
50
0
Overview
How risks are managed
Risk management assists the
Board in understanding its current
and future risks, and provides risk
appropriate management information
that is incorporated into its strategic
decision making and business
planning process. Risk management
activities encompass all financial,
strategic and operational risks that
may prevent the Company from
fulfilling its business objectives.
The Company has a prudent capital
management approach and currently
invests surplus shareholder assets
in high quality, highly liquid, short-
dated investments.
The Board, through its Group Risk
Committee, is responsible for and
provides oversight of the Company’s
Risk Management Framework.
The Company has established its
framework using and adapting
the Committee of Sponsoring
Organisation of the Treadway
Commission (COSO) Integrated
Framework Principles, providing a
consistent approach to identification,
assessment, mitigation and reporting
of risks throughout the Company and
the wider Group.
The Risk Management Framework
is shown below:
FY12
FY13
FY14
Financial year (end)
FY15
FY16
Risk and governance framework
Board
Strategic
OVERSIGHT
ENTERPRISE RISK MANAGEMENT
OWNERSHIP
RISKS
Earnings
IHL – PROFIT BEFORE TAX (£M)
Earnings continue to show stable
growth demonstrating the continuing
strength of the business. Whilst
there has been minimal impact
on profit from converting to IFRS
from UK GAAP the changes to
the consolidation of the insurance
companies has resulted in an
exceptional increase in 2016.
Earnings per share, based on an
average of 1,137,278 shares in issue
in 2016 (2015: 1,137,278, 2014:
1,139,550) have grown each year,
demonstrating increased value for
shareholders.
T
B
P
40
30
20
10
0
38.34M
17.77M
20.17M
FY14
FY15
Financial year (end)
FY16
IHL - EARNINGS PER SHARE (£)
S
P
E
20.0
16.0
12.0
8.0
4.0
0.0
12.27
14.33
18.30
FY14
FY15
Financial year (end)
FY16
Reputational
Market
Credit
Operational
Insurance
Liquidity
Conduct
Group
t
i
d
u
a
l
a
n
r
e
t
n
I
e
c
n
a
i
l
p
m
o
c
d
n
a
t
n
e
m
e
g
a
n
a
m
k
s
i
R
Model
governance
and data
quality
Risk management
policies
(e.g. market, credit
liquidity etc)
Board
with Risk
Committee
guidance
Systems and Controls policies
(Group policy, process and procedures
principles and guidance documents)
Procedures, manuals,
operational limits, methodology,
specifications, control activities,
training, reporting
Management,
Corporate and
Client Accounting,
Operations,
Sales and
Marketing,
Information
Technology,
Human Resources,
Legal, Technical,
Quality Control,
Actuarial
4 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016
INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 5
THE STRATEGIC REPORT continued
The Group Risk Committee is made
up of independent non-executive
directors and is responsible for
reviewing the manner in which the
Group and its subsidiary companies
implement, and monitor the
adequacy of, the Risk Management
framework. The Group Risk
Committee assists in fostering
a culture that encourages good
stewardship of risk and emphasises
and demonstrates the benefits of a
risk-based approach to management
of the Group.
The Group implements a
comprehensive bottom-up approach
to managing risks through regular
monitoring and reporting. Risk
Management reports to the Risk
Committee, on at least a quarterly
basis, information and analysis on
the key risks the organisation faces
(including forward looking risks),
capital requirements and comparison
against risk appetite.
For risk management to be effective
it is important that the roles and
responsibilities of all those involved
are clearly defined. The Group’s
approach is represented by the ‘three
lines of defence’ model.
The first line of defence is
represented by those individuals,
including the management team,
directly involved in business
operations. It is responsible for
the daily risk management of the
business at the operational level, in
accordance with the risk policies,
appetites and controls that have been
approved by the Board.
Risk appetite
The Group has generally adopted
a conservative approach which is
reflected in its risk appetite values
and in the overall approach to
risk management. The actual risk
exposures of the Group’s regulated
subsidiaries are regularly assessed
against risk appetite using a
comprehensive set of indicators
and reported to the Group Risk
Committee. Risk assessments are
addressed within this body and
reported to the Boards, to ensure
the companies remains within their
agreed risk appetites as defined by
the Boards.
Risk governance
The Risk Management Framework
defines risk governance as the
combination of processes and
structures implemented by the Board
in order to inform, direct, manage
and monitor the activities of the
Group towards the achievement of
its objectives for the benefit of its
key stakeholders.
The second line of defence is
provided by the risk oversight
functions, i.e. Risk Management
and Compliance. These functions
are responsible for establishing risk
policies, risk processes and controls
as well as the monitoring and
reporting of risks and controls.
The third line of defence is the
responsibility of the internal and
external auditors. These parties
provide independent assurance to
the Board that the risk management
process is effective and challenged.
This internal control system provides
reasonable assurance to the Board on
the achievement of the strategic and
operational objectives of the Group.
Solvency II
During 2015/16 ILUK fully embedded
the requirements of the new
Solvency II regime which came
into force on 1 January 2016. The
new regulations bring in detailed
requirements covering risk and risk
management, including stress and
scenario testing, as well as new
valuation and reporting requirements.
However, this has not fundamentally
changed ILUK’s business or risk
profile and ILUK continues to safely
manage its solvency position through
the economic cycle.
ILUK has adopted the Standard
Formula approach in calculating
the Solvency Capital Requirement
(SCR), and none of the Transitional
Provisions in the calculation of the
Solvency II balance sheet or SCR.
Viability statement
The Directors have assessed the
Group’s prospects by reference
to the three-year planning period
to September 2019 and have
reasonable expectation that the
Group will continue to operate and
meet its liabilities as they fall due
over the period of this assessment.
This is based on the Group’s business
plan which is produced on an annual
basis covering a three year period.
The assessment covers projected
performance of all of the Group at
solo entity level and on a consolidated
basis. The Group’s regulated
subsidiaries are assessed with
regards to profitability, solvency and
liquidity, including under stress and
scenario tests. Assessments of the
economic, regulatory and competitive
environments are also included, as
well as the current and potential
future impact of the principal risks
faced by the Group benchmarked
against its risk appetite.
6 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016
INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 7
THE STRATEGIC REPORT continued
PRINCIPAL RISKS AND
UNCERTAINTIES
The principal risks and uncertainties
of the Company relate to the
upstream of capital, predominantly
from its regulated subsidiary IFAL,
in order to support its dividend
paying capacity to its shareholders.
The key drivers of this upstream of
capital will be the underlying financial
performance and solvency position of
IFAL and are provided in the relevant
supplementary accounts.
In summary, due to the nature of
the business written by IFAL and
its subsidiaries, profitability arises
primarily from charges on the
assets held in the portfolios less the
expenses of administering those
portfolios. Thus, the predominant risk
types are outflow risk, expense risk,
market risk and operational risk.
The Group seeks to limit its exposure
to any other insurance and financial
risks.
The following tables (split between
financial and non-financial) describe
the key risks of the Group with a
summary description of how we
manage and mitigate the risks:
FINANCIAL RISKS
NON-FINANCIAL RISKS
KEY RISK DESCRIPTION
MANAGEMENT AND CONTROLS
KEY RISK DESCRIPTION
MANAGEMENT AND MITIGATION
Outflow risk – loss of future profits
due to more customers than
expected terminating policies or
more outflows (e.g. withdrawals or
transfers) than expected.
Expense risk – administration
costs exceed expense allowance.
Market risk - the impact changes
in interest rates, credit spreads,
currency exchange rates, inflation,
equity and property market
values may have on the value of
customers’ portfolios, resulting in
a reduction in future charges or an
increase in future expenses.
Credit risk – this is the risk of
loss due to defaults from holdings
of cash and cash equivalents,
deposits, formal loans and
reinsurance treaties with banks
and financial institutions.
Outflow risk is mitigated
by focussing on providing
exceptionally high levels of
service. Outflow rates are closely
monitored and unexpected
experience is investigated.
Despite the current challenging
and uncertain economic and
geopolitical environment, outflow
rates remain low and stable.
Expense risk is mitigated through
regular stress testing, monitoring
of expenditure and closely
managing expenses in line with
the business plan.
The Group only suffers a second
order impact from market
movements as future charges are
predominantly determined based
on customers’ portfolio values.
The Group does not offer any
guarantees on portfolio values.
The Group currently invests
its shareholder assets in high
quality, highly liquid, short-dated
investments.
Expense inflation risk is mitigated
through regular stress testing,
monitoring of expenditure and
closely managing expenses in line
with the business plan.
The Group currently invests
its shareholder assets in high
quality, highly liquid, short-
dated investments. Maximum
counterparty limits are set for
banks and minimum credit quality
steps are also set.
Liquidity risk – this is the risk of
the Company not having available
sufficient financial resources to
enable it to meet its obligations as
they fall due, or can secure such
resources only at excessive cost.
There are robust controls in place
to mitigate liquidity risk, for
example, holding corporate cash
across a range of banks, in order to
mitigate the risk of a single point of
counterparty default failure.
Regulatory risk – the risk of
new regulatory requirements
having adverse impacts on the
business model, or failing to
comply with existing or new
regulations resulting in a fine
or regulatory censure.
Operational risk – the risk of loss
arising from inadequate or failed
internal processes, people and
systems, or from external events.
Competition risk – the risk of
competitor activity resulting in
loss of new business, increased
outflows of existing business or
pressure on profit margins.
Geopolitical risk – the risk of
changes in the political landscape
disrupting the operations of the
business or resulting in significant
development costs.
The compliance risk is mitigated
through regular monitoring of
regulatory developments and
maintaining open and transparent
dialogue with the regulators.
The Group aims to minimise
operational risk at all times
through a strong and well-
resourced control and operational
structure. This is supported by
the strong corporate governance
structure that is embedded in the
Group as a whole.
Competitor risk is mitigated by
focusing on providing exceptionally
high levels of service and being
responsive to customer and
financial adviser demands through
an efficient expense base.
Geopolitical risk cannot be
directly mitigated by the Group,
but through close monitoring
of developments through its
risk horizon scanning process,
potential impacts are taken into
consideration as part of the
business planning process.
By Order of the Board
David Johnson
Company Secretary
Registered Office
29 Clement’s Lane
London
EC4N 7AE
14 December 2016
8 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016
INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 9
THE DIRECTORS’ REPORT
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors present their report
and financial statements for the year
ended 30 September 2016.
whereby employees are encouraged
to develop and contribute to the
overall aims of the business.
The review of the business and
principal risks and uncertainties are
disclosed within the Strategic report.
POLICY ON DISABLED
EMPLOYEES
DIRECTORS
The Directors who served during the
year were as follows:
M Howard
I A Taylor
A Scott
J M Davidson
P W A Westerman
(resigned 11 January 2016)
N J Holden
J Brettell
S Bazley
According to the Register of Directors’
Interests in the Company, no rights to
subscribe for shares or share options
were granted or exercised by any
of the Directors or their immediate
families during the financial year.
INDEMNITY PROVISION
Directors and officers insurance is
in place to indemnify the Directors
against liabilities arising from the
discharge of their duties as Directors
of the Company.
EMPLOYEE INFORMATION
The Company has no employees
(2015: nil), but the Group has 447
employees (2015: 362). The Group
continues to promote a culture
The Group’s policy regarding
employment, training, career
development and promotion of
disabled employees, and employees
who become disabled whilst in
employment, is to make reasonable
adjustments as required.
POLITICAL DONATIONS
No political contributions were made
during the year (2015: £nil).
AUDITORS
BDO LLP have indicated their
willingness to continue in office.
A resolution to reappoint BDO LLP
as auditors for the ensuing year will
be proposed at the next AGM.
Each of the persons who is a director
at the date of approval of this report
confirms that:
n so far as the Director is aware,
there is no relevant audit
information of which the Company’s
auditor is unaware; and
n the Director has taken all the
steps that he ought to have taken
as a Director in order to make
himself aware of any relevant audit
information and to establish that
the Company’s auditor is aware of
that information. This confirmation
is given and should be interpreted
in accordance with the provision of
s418 of the Companies Act 2006.
By Order of the Board
David Johnson
Company Secretary
Registered Office
29 Clement’s Lane
London
EC4N 7AE
14 December 2016
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT
OF THE STRATEGIC REPORT, DIRECTORS’ REPORT AND THE
FINANCIAL STATEMENTS
The Directors are responsible for
preparing the Annual Report and the
financial statements in accordance
with the Companies Act 2006 and
for being satisfied that the financial
statements give a true and fair view.
The Directors are also responsible for
preparing the financial statements
in accordance with International
Financial Reporting Standards as
adopted by the European Union
(IFRSs). These are the Group’s first
financial statements prepared in
accordance with IFRSs, and IFRS 1
First-time Adoption of International
Financial Reporting Standards has
been applied.
Company law requires the Directors to
prepare financial statements for each
financial year, which give a true and
fair view of the state of affairs of the
Company and Group, and of the profit
or loss of the Group for that year.
In preparing those financial
statements, the Directors are
required to:
a) select suitable accounting policies
and then apply them consistently;
b) make judgements and estimates
that are reasonable and prudent;
c) state whether applicable
accounting standards have been
followed, subject to any material
departures disclosed and explained
in the financial statements; and
d) prepare the financial statements
on the going concern basis unless
it is inappropriate to presume
that the Company and Group will
continue in business.
The Directors are responsible
for keeping adequate accounting
records that show and explain the
Group’s transactions, 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
Companies Act 2006.
They are also responsible for
safeguarding the assets of the
Company and Group and hence
for taking reasonable steps for the
prevention and detection of fraud and
other irregularities.
The current Directors, at the date
of approval of this report, confirm
that they have taken all of the steps
that they ought to have taken as
Directors 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.
10 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016
INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 11
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS
OF INTEGRAFIN HOLDINGS
LIMITED
We have audited the financial
statements of IntegraFin Holdings
Limited for the year ended 30
September 2016 which comprise
the primary statements such as
the consolidated and Company
Statement of Profit or Loss and
other Comprehensive Income, the
consolidated and Company Statement
of Financial Position, the consolidated
Statement of Cash Flows, the
consolidated 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
International Financial Reporting
Standards (IFRSs) as adopted by the
European Union.
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:
n give a true and fair view of the state
of the Group’s and the Company’s
affairs as at 30 September 2016 and
of the Group’s and the Company’s
profit for the year then ended;
n have been properly prepared in
accordance with International
Financial Reporting Standards; and
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.
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:
n adequate accounting records have
not been kept by the Company, or
returns adequate for our audit have
not been received from branches
not visited by us; or
n the Company financial statements
are not in agreement with the
accounting records and returns; or
n certain disclosures of Directors’
remuneration specified by law are
not made; or
n 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
22 December 2016
BDO LLP is a limited liability
partnership registered in England
and Wales (with registered number
OC305127).
12 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016
FINANCIAL
STATEMENTS
Year ended
30 September 2016
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the year ended 30 September 2016
COMPANY STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the year ended 30 September 2016
Revenue
Cost of sales
Gross profit
Other operating income
Administrative expenses
Operating profit
Interest income
Profit on ordinary activities before taxation
Tax on profit on ordinary activities
Policyholder tax
Profit for the financial year
All activities of the Group are classed as continuing.
Note
5&6
8
9
2016
£’000
93,770
(488)
93,282
-
(55,392)
37,890
451
38,341
(5,296)
(12,229)
20,816
2015
£’000
68,244
(504)
67,740
-
(47,857)
19,883
284
20,167
(4,063)
197
16,301
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating profit
Dividend income
Interest income
Profit on ordinary activities before taxation
Tax on profit on ordinary activities
Profit for the financial year
All activities of the Company are classed as continuing.
Note
8
9
2016
£’000
-
(-)
-
(1,010)
(1,010)
39,649
2
38,641
(78)
38,563
2015
£’000
-
(-)
-
(483)
(483)
8,070
-
7,587
78
7,665
14 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 15
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
COMPANY STATEMENT OF FINANCIAL POSITION
As at 30 September 2016
As at 30 September 2016
30 September
2016
£’000
30 September
2015
£’000
Note
1 October
2014
£’000
30 September
2016
£’000
30 September
2015
£’000
Note
1 October
2014
£’000
Non-current assets
Long-term investments
Deferred tax asset
Current assets
Other receivables
Cash and cash equivalents
Current liabilities
Trade and other payables
Net assets
Capital and reserves
Called up equity share capital
Profit or loss account
Total equity
12
20
17
18
23
14,213
-
14,213
9
16,422
16,431
388
388
30,256
57
30,199
30,256
449
78
527
-
221
221
77
77
671
57
614
671
807
-
807
-
50
50
10
10
847
57
790
847
These financial statements were approved by the Board of Directors on 14 December 2016 and are signed on their behalf by:
I Taylor
Director
Company Registration Number: 08860879
Non-current assets
Long-term investments
Intangible assets
Property, plant and equipment
Other receivables
Deferred acquisition costs
Deferred tax assets
12
10
11
13
Investments and cash held for the benefit of policyholders
14
Current assets
Investments
Other prepayments and accrued income
Trade and other receivables
Current tax assets
Cash and cash equivalents
Current Liabilities
Trade and other payables
Current tax liabilities
Non-current liabilities
Provisions for liabilities
Deferred income liability
Liabilities for linked investment contracts
Deferred tax liabilities
Net assets
Capital and reserves
Called up equity share capital
Share premium account
Capital redemption reserve
Share-based payment reserve
Other reserves
Non-distributable reserves
Profit or loss account
Total equity
15
16
17
18
22
19
14
20
23
24
25
26
27
-
13,006
2,072
-
31,792
-
392
1,400
1,403
-
29,736
78
750
3,187
1,793
809
28,096
-
11,316,471
11,363,341
8,441,189
8,474,198
7,524,053
7,558,688
8,976
9,842
13,012
199
90,571
122,600
14,289
1,685
15,974
26,965
31,792
6,945
8,311
7,462
-
88,186
110,904
16,037
1,094
17,131
20,802
29,736
5,004
1,599
12,422
-
76,192
95,217
15,016
1,299
16,315
16,009
28,096
11,316,471
8,441,189
7,524,053
8,495
1,279
3,012
11,383,723
8,493,006
7,571,170
86,244
74,965
66,420
57
5,722
2
308
32
501
79,622
86,244
57
5,722
2
308
-
501
68,375
74,965
57
5,722
2
308
-
501
59,830
66,420
These financial statements were approved by the Board of Directors on 14 December 2016 and are signed on their behalf by:
Ian Taylor
Director
Company Registration Number: 08860879
16 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 17
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 September 2016
Cash flows from operating activities
Profit before tax
Adjustments for:
Amortisation and depreciation
Interest
Decrease/(increase) in receivables
(Decrease)/increase in payables
Decrease/(increase) in current asset investments
Decrease/(increase) in long term investments
Decrease/(increase) in provisions
Cash generated from operations
Income taxes paid
Net cash flows from operating activities
Investing activities
(Acquisition)/disposal of tangible assets
(Acquisition)/disposal of subsidiary
Interest received
Net cash from/(used in) investing activities
Financing activities
Equity dividends paid
Net cash used in financing activities
2016
£’000
2015
£’000
38,341
20,167
2,216
(451)
(7,203)
5,578
(2,031)
392
6,163
43,005
(16,932)
26,073
(1,014)
(13,505)
451
(14,068)
2,365
(284)
(1,020)
(630)
(1,941)
358
4,793
23,808
(4,071)
19,737
(189)
-
284
95
(9,652)
(9,652)
(7,838)
(7,838)
Net increase/(decrease) in cash and cash equivalents
2,353
11,994
Cash and cash equivalents at beginning of year
Exchange gains/(losses) on cash and cash equivalents
Cash and cash equivalents at end of year
88,186
76,192
32
-
90,571
88,186
Share
capital
Share
premium
Other
reserve
Share
based
payment
reserve
Non-
distrib-
utable
reserve
Retained
earnings
Total
equity
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 Oct 2014
57
5,722
Profit for the year
Dividends paid
ILInt transfer from
non-linked fund
Other movement
-
-
-
-
-
-
-
-
Balance at 1 October 2015
57
5,722
Profit for the year
Other comprehensive income
Dividends paid
Other movement
-
-
-
-
-
-
-
-
Balance at 30 September 2016
57
5,722
2
-
-
-
-
2
-
32
-
-
34
308
501
59,831
66,421
-
-
-
-
-
-
-
-
16,301
16,301
(7,838)
(7,838)
65
17
65
17
308
501
68,376
74,966
-
-
-
-
-
-
-
-
20,816
20,816
-
32
(9,652)
(9,652)
82
82
308
501
79,622
86,244
18 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 19
For the year ended 30 September 2016COMPANY STATEMENT OF CHANGES IN EQUITY
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 September 2016
Year ended 30 September 2016
Balance at 1 Oct 2014
Profit for the year
Dividends paid
Balance at 1 October 2015
Profit for the year
Dividends paid
Balance at 30 September 2016
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Share
based
payment
reserve
£’000
57
-
-
57
-
-
57
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Retained
earnings
£’000
790
7,665
Total
equity
£’000
847
7,665
(7,841)
(7,841)
614
38,563
(8,978)
30,199
671
38,563
(8,978)
30,256
1. Basis of preparation and significant accounting policies
a) Basis of preparation and adoption of IFRS
The accounting policies set out below have been applied consistently to all periods presented in these financial
statements and in preparing the opening IFRS statement of financial position as at the transition date of 1 October
2014 for the purposes of the transition to IFRSs, unless otherwise stated.
The financial statements comply with International Financial Reporting Standards (IFRSs) as adopted by
the European Union. The financial statements have been prepared on the historical cost basis, except for
the revaluation of certain financial instruments, have been prepared in sterling and are rounded to the
nearest thousand.
The preparation of the financial statements in compliance with adopted IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting
policies. The areas where significant judgments and estimates have been made in preparing the financial
statements and their effect are disclosed in note 2.
These are the Company’s first financial statements prepared in accordance with IFRSs, and IFRS 1 First-time
Adoption of International Financial Reporting Standards has been applied. An explanation of how the transition
to IFRSs has affected the reported financial position, financial performance and cash flows of the Company is
provided in note 34.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries.
Subsidiaries are those entities which the Company controls by having the power to govern the financial and
operating policies. Subsidiaries are fully consolidated from the date on which control is obtained by the Company
and are deconsolidated from the date that control ceases. Acquisitions are accounted for under the acquisition
method. Intercompany transactions, balances, income and expenses, and profits and losses are eliminated.
The financial statements of all of the wholly owned subsidiary companies are incorporated into the consolidated
financial statements. Two of these subsidiaries, IntegraLife International Limited (ILInt) and IntegraLife UK Limited
(ILUK) issue contracts with the legal form of insurance contracts, but which do not transfer significant insurance
risk from the policyholder to the Company, and which are therefore accounted for as investment contracts. In
accordance with IAS 39, the contracts concerned are therefore reflected in the consolidated statement of financial
position as investments held for the benefit of policyholders, and a corresponding liability to policyholders.
b) Future standards, amendments to standards, and interpretations not early-adopted in the 2015 annual
financial statements.
At the date of authorisation of these financial statements the following standards, amendments to standards,
and interpretations, which are relevant to the Group, have been issued by the International Accounting
Standards Board.
IFRS 9 ‘Financial Instruments
The IASB has issued components of IFRS 9 Financial Instruments, which is the first step in its project to replace
lAS 39 ‘Financial Instruments: Recognition and Measurement’ in its entirety. The project has three main phases:
n Phase I: Classification and measurement of financial instruments;
n Phase II: Amortised cost and impairment of financial assets; and
n Phase III: Hedge Accounting
20 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 21
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
IFRS 9, as currently issued, includes requirements for the classification and measurement of financial assets and
liabilities, liabilities derecognition requirements and additional disclosure requirements. The main changes from IAS
39 include the following:
n Financial assets are to be classified and measured based on the business model for managing the financial and the
cash flow characteristics of the financial asset, either at fair value or amortised cost.
n A financial asset or liability that would otherwise be at amortised cost may only be designated as at fair value
through profit or loss if such a designation reduces an accounting mismatch.
n For financial liabilities designated as at fair value through profit or loss a further requirement is that all changes in
the fair value of financial liabilities attributable to credit risk be transferred to ‘Other Comprehensive Income’ with
no recycling through profit or loss on disposal.
This standard is effective for accounting periods beginning on or after 1 January 2018; it is yet to be endorsed by the
EU. It is not possible to determine the full potential financial impact at this stage, but adoption of the standard is not
expected to have a significant impact on the Group.
IFRS 15 Revenue from Contracts with Customers
The standard provides a comprehensive new model for revenue recognition. The Group would be required to
disclose information about its contracts with customers, disaggregating information about recognised revenue and
information about its performance obligations at the end of the reporting period.
This standard is effective for accounting periods beginning on or after 1 January 2018; it is yet to be endorsed by
the EU. The impact of the new standard will be further assessed in more detail, but adoption of the standard is not
expected to have a significant impact on the Group.
IFRS 16 Leases
The new standard brings most leases on-balance sheet for lessees under a single lessee accounting model,
eliminating the distinction between operating and finance leases.
This standard is effective for accounting periods beginning on or after 1 January 2019; it is yet to be endorsed by
the EU. Management is still determining the impact of this standard, and it is dependent on the EU endorsing the
standard.
c) Critical accounting estimates and judgements
Critical accounting estimates are those which involve the most complex or subjective judgements or assessments.
The areas of the Group’s business that typically require such estimates are the determination of the fair value for
financial assets, impairment charges, deferred acquisition costs, deferred fee income and deferred taxes. Each of
these is discussed in more detail in the relevant accounting policies and notes to the financial statements.
d) Principal accounting policies
Revenue recognition
Revenue represents the fair value of services supplied by the Group, net of value-added tax. The main revenue
streams comprise: charges levied on the acquisition of assets, due when transactions complete; annual commission
levied on the value of assets and cash held on the platform, due at the end of each month; and an annual wrapper
charge levied on certain wrapper types, due at the end of each quarter. Charges are levied on Portfolios as stated in
the Transact Terms and Conditions. Revenue is recognised as follows:
Fee income
Fees charged for managing investment contracts comprise fees taken both on inception and throughout the life
of the contract. All fee income is recognised as revenue in line with the provision of the investment management
services.
Deferred acquisition costs and deferred income liabilities
Incremental costs directly attributable to securing investment contracts are deferred. These costs consist of fees
paid to policyholder financial advisers. The costs are capitalised as deferred acquisition costs and are amortised
as an expense over the Directors’ best estimate of the life of the contract which is deemed to be ten years, as
the services are provided. Equal service provision is assumed over the lifetime of the contract and, as such,
the deferred costs are amortised on a linear basis over the expected life of the contract, adjusted for expected
persistency.
A corresponding deferred income liability is recognised in respect of charges taken from customers of the
Company at the contracts’ inception to meet obligations to financial advisers. Deferred income liabilities are also
amortised over the Director’s best estimate of the life of the contract, which is again deemed to be ten years.
Investment income
Interest on cash and coupon on shareholder gilts are the two sources of investment income received. Interest
income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial asset to that financial asset’s carrying amount.
Investments
Fixed asset investments in subsidiaries are stated at cost less any provision for impairment.
Other investments comprise UK Government fixed interest securities backing insurance contracts or held as
shareholder investments. All investments are classified as ‘fair value through profit or loss at initial recognition’
and are stated at quoted bid prices which equates to fair value, with any resultant gain or loss recognised in profit
or loss. Purchases and sales of securities are recognised on the trade date.
Investment contracts – investments and cash held for the benefit of policyholders
Investment contracts are comprised of unit-linked contracts in ILInt and ILUK. Investment contracts result
in financial liabilities whose fair value is dependent on the fair value of underlying financial assets. They are
designated at inception as financial liabilities at ‘fair value through profit or loss’.
Valuation techniques are used to establish the fair value at inception and each reporting date. The Company’s
main valuation techniques incorporate all factors that market participants would consider and are based on
observable market data. The financial liability is measured both initially and subsequently at fair value. The fair
value of a unit-linked financial liability is determined using the fair value of the financial assets contained within
the funds linked to the financial liability.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised
when paid.
Liquid resources
For the purposes of the cash flow statement, liquid resources are defined as current asset investments and short
term deposits.
Intangible non-current assets
Intangible fixed assets are stated at cost less accumulated amortisation and comprise intellectual property
software rights. Intellectual property rights are amortised over seven years on a straight line basis as it is
considered that the code is replaced every seven years, and therefore has a finite useful life.
22 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 23
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
Property, plant and equipment
Segmental reporting
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment
losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs
are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Company and the cost can be
measured reliably. Repairs and maintenance costs are charged to the statement of income during the period in
which they are incurred.
The major categories of property, plant and equipment are depreciated on a straight-line basis as follows:
Short Leasehold Land and Buildings Over 10 years
Over 10 years
Fixtures & Fittings
Over 3-5 years
Equipment
Residual values, method of depreciation and useful lives of the assets are reviewed annually and adjusted if
appropriate.
Impairment of non-financial assets
Property, plant and equipment and intangible assets are tested for impairment when events or changes in
circumstances indicate that the carrying amount may not be recoverable. Recoverable amount is the higher of an
asset’s fair value less costs to sell and value in use (being the present value of the expected future cash flows of
the relevant asset).
The Company evaluates impairment losses for potential reversals when events or circumstances warrant such
consideration.
Goodwill is tested for impairment annually, and once an impairment is recognised this cannot be reversed.
Pensions
The Group makes defined contributions to the personal pension schemes of its employees. These are chargeable
to profit or loss in the year in which they become payable.
Foreign currencies
Transactions in foreign currencies are translated into the functional currency at the exchange rate in effect at the
date of the transaction. Foreign currency monetary assets and liabilities are translated to sterling at the year end
closing rate. Non-monetary assets denominated in a foreign currency that are measured in terms of historical cost
are translated using the exchange rate in effect at the date when the fair value was determined. Foreign exchange
rate differences that arise are reported net in profit or loss as foreign exchange gains/losses.
Taxation
The taxation charge is based on the taxable result for the year. The taxable result for the year is determined in
accordance with enacted legislation and taxation authority practice for calculating the amount of corporation tax
payable.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the
statement of financial position differs from its tax base. Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted
by the reporting date and are expected to apply when the deferred tax assets/liabilities are recovered/settled.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing
performance of the operating segments and has been identified as the chief executive officer of the Company.
For the year ended 30 September 2016, the business of ILUK and ILInt was the direct insurance of investment
linked pensions business, written by single premium in the United Kingdom, single premium life assurance linked
bonds and linked qualifying investment plans written in the United Kingdom. Such contracts are treated as
investment contracts because they do not carry significant insurance risk.
ILInt and ILUK policyholder assets and liabilities
Investments held for the benefit of policyholders are stated at fair value and reported on a separate line in the
statement of financial position. The assets are classified using the ‘fair value through profit or loss’ option with any
resultant gain or loss recognised through the income statement. Investments held for the benefit of policyholders
also includes cash and cash equivalents held within policyholders’ portfolios of assets.
Investment inflows received from policyholders are invested in funds selected by the policyholders. The resulting
liabilities for linked investment contracts are accounted for under the ‘fair value through profit or loss’ option, in
line with the corresponding assets as permitted by IAS 39
As all investments held for the benefit of policyholders are matched entirely by corresponding linked liabilities,
any gain or loss on assets recognised through the income statement are offset entirely by the gains and losses on
linked liabilities. The net impact on profit is therefore £nil.
Client assets and client monies
IFAL client assets and client monies are not recognised in the parent and consolidated statements of financial
position (see Note 21) as they are owned by the clients of IFAL.
Operating lease agreements
Rental costs under operating leases are charged to the statement of profit or loss and other comprehensive
income on a straight line basis over the term of the lease. Where an incentive to sign the lease has been taken,
the incentive is spread on a straight line basis over the lease term. Details of the operating lease commitments are
set out in Note 28.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits, money market OEIC funds and other short-term
deposits with an original maturity of three months or less. The carrying amount of these assets approximates to
their fair value.
Financial instruments
Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions
of the instrument. Financial assets are derecognised when the rights to receive cash flows from the assets
have expired or have been transferred and the Company has transferred substantially all risks and rewards
of ownership. Financial liabilities are derecognised when the obligation specified in the contract is discharged,
cancelled or expires.
24 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 25
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
At initial recognition, the Company classifies its financial instruments in the following categories:
2. Critical accounting estimates and judgements
(i) Financial assets and liabilities at fair value through profit or loss
A financial asset or liability is classified in this category if acquired principally for the purpose of selling or
repurchasing in the short-term.
Financial instruments in this category are recognised initially and subsequently at fair value. Transaction costs
are expensed in the consolidated statement of income. Gains and losses arising from changes in fair value are
presented in the consolidated statement of income within “administrative expenses” in the period in which
they arise. Financial assets and liabilities at fair value through profit or loss are classified as current except
for the portion expected to be realised or paid beyond twelve months of the balance sheet date, which are
classified as long-term.
(ii) Available-for-sale investments
Available-for-sale investments are non-derivatives that are either designated in this category or not classified
in any of the other categories. The Company’s available-for sale assets comprise investments in debt and
equity securities.
Available-for-sale investments are recognised initially at fair value plus transaction costs and are subsequently
carried at fair value. Gains or losses arising from remeasurement are recognised in other comprehensive
income. When an available-for-sale investment is sold or impaired, the accumulated gains or losses are moved
from accumulated other comprehensive income to the statement of income and are included in “administrative
expenses”. Available-for-sale investments are classified as non-current, unless an investment matures within
twelve months, or management expects to dispose of it within twelve months.
Interest on available-for-sale debt instruments, calculated using the effective interest method, is recognised in
the statement of income as part of interest income.
(iii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. The Company’s loans and receivables comprise accrued fees, trade and other
receivables and cash and cash equivalents, and are included in current assets due to their short-term nature.
Loans and receivables are initially recognised at the amount expected to be received, less, when material, a
discount to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured
at amortised cost using the effective interest method less any provisions for impairment.
(iv) Financial liabilities at amortised cost
Financial liabilities at amortised cost comprise trade and other payables. These are initially recognised
at the amount required to be paid, less, when material, a discount to reduce the payables to fair value.
Subsequently, trade payables are measured at amortised cost using the effective interest method. They are
classified as current liabilities due to their short-term nature.
Provisions for liabilities
Provisions are recognised when the Company has an obligation, legal or constructive, as a result of a past
event, and it is probable that the Company will be required to settle that obligation. Provisions are estimated at
the Directors’ best estimate of the expenditure required to settle the obligation at the reporting date, and are
discounted to present values where the effect is material.
Trade and other payables
Other payables are short-term, not interest-bearing and are stated at their amortised cost which is not materially
different to cost and approximates to fair value.
In preparing these financial statements, management has made judgements, estimates and assumptions about
the future that affect the application of the Group’s accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised
prospectively.
Impairment of accrued fees pending
The Group has recognised an impairment of £181,460 (2015: £117,474) for accrued fees owed by customers.
This comprises accrued fees that have not been received after three months, and also all fees due on portfolios
that comprise only limited liquidity assets. Management believes, based on past experience, that these fees are
unlikely to be received, and an impairment has therefore been recorded in the statement of profit or loss.
Impairment of financial assets
At each reporting date, the Company assesses whether there is objective evidence that a financial asset (other
than a financial asset classified as fair value through profit or loss) is impaired. A financial asset is only impaired
if there is objective evidence of impairment as a result of one or more events that have occurred after the initial
recognition of the asset (a ”loss event”) and that loss event (or events) has an impact on the estimated future
cash flows of the receivable that can be reliably estimated.
The criteria used to determine objective evidence of an impairment loss include:
(i) significant financial difficulty of the obligor;
(ii) delinquencies in interest or principal payments; and
(iii) it becomes probable that the borrower will enter bankruptcy or other financial reorganisation.
For equity securities, a significant or prolonged decline in the fair value of the security below its cost is also
evidence that the assets are impaired.
If such evidence exists, the Company recognises an impairment loss, as follows:
(i) Financial assets carried at amortised cost: The loss is the difference between the amortised cost of the loan or
receivable and the present value of the estimated future cash flows, discounted using the instrument’s original
effective interest rate. The carrying amount of the asset is reduced by this amount and the amount of the loss
is recognised in the profit or loss for the period.
(ii) Available-for-sale financial assets: The impairment loss is the difference between the original cost of the asset
and its fair value at the measurement date, less any impairment losses previously recognised in the statement
of income. This amount represents the loss in accumulated other comprehensive income that is reclassified to
net income.
Impairment losses on financial assets carried at amortised cost and available-for-sale debt instruments are
reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively
to an event occurring after the impairment was recognised. Impairment losses on available-for-sale equity
instruments are not reversed.
26 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 27
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
3. Financial instruments
(i) Principal financial instruments
The principal financial instruments, from which financial instrument risk arises, are as follows:
n Trade and other receivables
n Accrued fees
n Cash and cash equivalents
n Investments in quoted debt instruments
n Listed shares and securities
n Trade and other payables
(ii) Financial instruments by category
As explained in Note 1, financial assets and liabilities have been classified into categories that determine their
basis of measurement and, for items measured at fair value, whether changes in fair value are recognised in the
statement of income or other comprehensive income. The following tables show the carrying values of assets and
liabilities for each of these categories.
Financial assets:
Fair value through
profit or loss
Loans and
receivables
Available
for sale
30 Sep
2016
£’000
30 Sep
2015
£’000
30 Sep
2016
£’000
30 Sep
2015
£’000
30 Sep
2016
£’000
30 Sep
2015
£’000
Cash and cash equivalents
Listed shares and securities
Investments in quoted debt
instruments
Investments in unquoted equity
instruments with no active market
Accrued income
Trade and other receivables
Investments and cash held for the
policyholders
Deferred acquisition costs
Current tax asset
Deferred tax asset
-
51
-
63
8,925
6,882
-
-
-
-
-
-
90,571
88,186
-
-
-
-
-
-
6,806
13,013
5,919
7,462
11,316,471
8,441,188
-
-
-
-
-
-
-
-
31,792
29,736
199
-
-
78
Total financial assets
11,325,447 8,448,133
142,381
131,381
-
-
-
-
-
-
-
-
-
-
-
-
-
-
392
-
-
-
-
-
-
392
Financial liabilities:
Trade and other payables
PAYE and other taxation
Corporation tax
Accruals
Deferred income liability
Liabilities for linked investments
contracts
Deferred tax liabilities
Fair value through profit or loss
Amortised cost
30 Sep
2016
£’000
30 Sep
2015
£’000
-
-
-
-
-
-
-
-
-
-
30 Sep
2016
£’000
5,800
1,621
1,685
6,867
30 Sep
2015
£’000
9,329
487
1,094
6,222
31,792
29,736
11,316,471
8,441,189
-
-
Total financial liabilities
11,316,471
8,441,189
(iii) Financial instruments not measured at fair value
-
-
8,495
56,260
1,279
48,147
Financial instruments not measured at fair value include cash and cash equivalents, accrued fees, trade and other
receivables, and trade and other payables. Due to their short-term nature, the carrying value of these financial
instruments approximates their fair value.
(iv) Financial instruments measured at fair value – fair value hierarchy
The table below classifies financial assets that are recognised on the statement of financial position at fair value in
a hierarchy that is based on significance of the inputs used in making the measurements. The levels of hierarchy
are disclosed in Note 1.
Investments held for the benefit of policyholders are stated at fair value and reported on a separate line in the
statement of financial position. The assets are classified using the ‘fair value through profit or loss’ option with any
resultant gain or loss recognised through the income statement.
Assets held at fair value also comprises investments held in gilts, and these are held at fair value through profit
and loss.
The following table shows the Group’s financial assets and liabilities measured at fair value and split into the three
levels described below:
n Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
n Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability
either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
n Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
28 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 29
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Changes to valuation methodology
There have been no changes in valuation methodology during the year under review.
At 30 September 2016
Financial assets designated at fair value
through the income statements
- Investments and securities
- Bonds and other fixed-income securities
306,461
822,930
65,480
12,743
- Holdings in collective investment schemes
8,069,840
2,042,262
1,885
1,606
2,235
373,827
837,279
10,114,337
Total
9,199,231
2,120,485
5,726
11,325,443
At 30 September 2015
Financial assets designated at fair value
through the income statements
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
- Investments and securities
- Bonds and other fixed-income securities
250,858
620,238
49,051
12,383
- Holdings in collective investment schemes
6,256,225
1,254,417
710
1,556
2,694
300,619
634,176
7,513,336
Total
7,127,321
1,315,850
4,960
8,448,131
Level 1 valuation methodology
Financial assets included in Level 1 are measured at fair value using quoted mid prices that are available at the
reporting date and are traded in active markets. These financial assets are mainly collective investment schemes
and listed equity instruments.
Level 2 and Level 3 valuation methodology
The Group regularly reviews whether a market is active, based on available market data and the specific
circumstances of each market. Where the Group assesses that a market is not active, then it applies one or more
valuation methodologies to the specific financial asset. These valuation methodologies use quoted market prices
where available, and may in certain circumstances require the Group to exercise judgement to determine fair value.
Financial assets included in Level 2 are measured at fair value using observable mid prices traded in markets that
have been assessed as not active enough to be included in Level 1.
Otherwise, financial assets are included in Level 3. These are assets where one or more inputs to the valuation
methodology are not based on observable market data.
Level 3 sensitivity to changes in unobservable measurements
For financial assets assessed as Level 3, it is believed that any change to the unobservable inputs used to measure
fair value would not result in a significantly higher or lower fair value measurement.
Transfers between Levels
The Group’s policy is to assess each financial asset it holds at the current financial year-end, based on the last
known price and market information, and assign it to a Level.
Transfers from Level 1 to Level 2 are made where the Group determines that the market is now not active enough
to be Level 1, or the Group is not able to get a quoted price on the reporting date.
Transfers from Level 2 or 3 to Level 1 are made where the Group determines that the market is now active enough
to be Level 1, and the Group is also able to get a quoted price on the reporting date.
Transfers from Level 1 or 2 to Level 3 are made where the Group determines that one or more of the inputs to the
valuation methodology is now unobservable.
Transfers from Level 3 to Level 2 are made where the Group determines that all of the inputs to the valuation
methodology are now observable.
Transfers between Levels between 30 September 2015 and 30 September 2016 are presented in the table below
at their valuation at 30 September 2016:
Transfers from
Transfers to
Level 1
Level 1
Level 2
Level 2
Level 3
Level 3
Level 2
Level 3
Level 1
Level 3
Level 1
Level 2
£’000s
1,910
199
39,237
10
-
1,237
The reconciliation between opening and closing balances of Level 3 assets are presented in the table below (all
balances are in £’000s):
Balance at 30 September 2015
Unrealised gains or losses in the year ended 30 September 2016
Transfers in to Level 3 at 30 September 2016 valuation
Transfers out of Level 3 at 30 September 2015 valuation
Purchases, sales, issues and settlement
Balance at 30 September 2016
£’000s
4,960
1,003
209
(259)
(187)
5,726
Realised and unrealised gains or losses for the period are recognised in “administrative expenses” in the
Statement of Comprehensive Income.
30 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 31
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
4. Risk and risk management
The Company’s regulated subsidiaries carries out different types of stress testing:
This note supplements the details provided in the Risk and risk management section of this report on pages 5 to 9.
n Sensitivity tests, where one risk factor is assumed to vary and others are assumed to remain unchanged;
Risk assessment
n Scenario testing, where a combination of risk factors are assumed to vary; and
Risk assessment is the determination of quantitative and/or qualitative values of risk related to a concrete
situation and a recognised threat. Quantitative risk assessment requires calculations of two components of risk,
the magnitude of the potential impact, and the likelihood that the risk materialises. There are also qualitative
aspects that are more difficult to express quantitatively, but are still taken into account in order to fully evaluate
the impact of the risk on the organisation.
Risk culture
Risk culture is defined by the following statements:
n The Company has adopted a risk culture that has risk management informing into its strategic decision making
n Reverse stress testing, where risk factors are assumed to be stressed to such an extent as to break the business
model.
Further information on the types and management of specific risks faced by the Company are described below:
(1) Market risk
Description of risk
Market risk is the risk of loss arising either directly or indirectly from fluctuations in the level and in the volatility of
market prices of assets, liabilities and other financial instruments.
and business planning process.
Market risk from reduced income
n The Company pro-actively seeks to identify risks through its risk horizon scanning process.
n The Group Risk Committee assists the Board in fostering a culture within the Company that encourages good
stewardship of risk and emphasises and demonstrates the benefits of a risk-based approach to internal control
and management of the Company.
n The Company manages its risks within a robust and embedded risk culture. This is achieved by:
- Continuous risk management training and communication at all levels;
- Close relationship and coaching from the Risk Management function to all areas of the business; and
- Risk management objectives are incorporated in the job descriptions and roles and responsibilities.
n The Company believes training is essential to integrate the risk management culture into the business.
Risk preferences
The Company’s risk preferences are articulated as follows:
n The Company ensures risks that are taken are aligned with our strategic aims and provide an acceptable level of
return.
n The Company accepts certain business risks (e.g. outflow, market, expense, operational and new business) and
ensures these are appropriately managed and mitigated if required.
n The Company has a preference for products with low capital requirements and without financial guarantees.
Additionally, the Company has a preference for secondary market risk through charges determined based on
customers’ portfolio values. This is central to the Company’s proposition and we accept the potential impact on
financial performance.
The Company’s dividend income from its regulated subsidiary IFAL is exposed to market risk. IFAL’s main source
of income is derived from annual management fees and transaction fees which are linked to the value of the
customers’ portfolios.
Market risk from direct asset holdings
The Company has limited exposure to primary market risk as its surplus capital is invested in high quality, highly
liquid, short-dated investments.
(a) Interest rate risk
The Company’s balance sheet and capital requirements are relatively insensitive to first order impacts from
movements in interest rates.
(b) Currency risk
The Company is not directly exposed to significant currency risk.
(c) Inflation risk
The Company has exposure related to expense inflation risk, where actual inflation deviates from expectations.
The Company has no exposures to defined benefit staff pension schemes or customer related index linked
liabilities.
(2) Credit (counterparty default) risk
Credit risk is the risk that the Company is exposed to a loss if another party fails to meet its financial obligations.
For the Company, the exposure to counterparty default risk arises primarily from:
n corporate assets directly held by the Company; and
n The Company does not actively seek to take operational risk to generate returns. It accepts a level of
n exposure to other debtors.
operational risk that means the controls in place should prevent material losses, but should not excessively
restrict business activities.
n The Company has zero risk appetite for unfair customer outcomes arising from systematic failures in its cultural
outlook or in any element of the customer life cycle.
Stress testing
Risk models are used as part of stress testing to determine the financial stability of the Company’s regulated
subsidiaries. This involves testing beyond normal operational capacity, often to a breaking point, in order to
observe the outcomes and evaluate available management actions. The stress testing outcomes provide additional
information to adjust the Company’s risk appetite.
Counterparty default risk exposure to other debtors
The Company has no prepayments or other debtors arising, due to the nature of its business, and the structure of
the Group.
Impact of credit risk on fair value
Due to the limited direct exposure that the Company has to credit risk, credit risk does not have a material impact
on the fair value movement of financial instruments for the year under review. The fair value movements on these
instruments are predominantly due to changes in market conditions.
32 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 33
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
(3) Liquidity risk
Liquidity risk is the risk that cash is not accessible such that the Company, although solvent, does not have sufficient
financial resources to meet obligations as they fall due, or can secure such resources only at excessive cost.
As a holding company, the Company’s direct liquidity risk is limited to paying out dividends and operating
expenses it may incur.
Maturity schedule
The following table shows an analysis of the financial assets and financial liabilities by remaining expected
maturities as at 30 September 2015 and 30 September 2016:
Financial assets:
As at 30 September 2015
Deferred acquisition costs
Up to 3
months
£’000
3-12
months
£’000
1-5 years
£’000
Over
5 years
£’000
Total
£’000
1,401
4,075
16,589
7,671
29,736
Investments and cash held for the
policyholders
8,441,189
Investments
Long-term investments
Deferred tax asset
Accrued income
Trade and other receivables
Current tax asset
Cash
Total
63
-
-
5,919
7,462
-
88,186
-
6,882
-
-
-
-
-
-
-
-
-
78
-
-
-
-
-
-
392
-
-
-
-
-
8,441,189
6,945
392
78
5,919
7,462
-
88,186
8,544,220
10,957
16,667
8,063
8,579,907
As at 30 September 2016
Deferred acquisition costs
Up to 3
months
£’000
3-12
months
£’000
1-5 years
£’000
Over
5 years
£’000
Total
£’000
1,498
4,304
17,479
8,511
31,792
Investments and cash held for the
policyholders
11,316,471
Investments
Deferred tax asset
Accrued income
Trade and other receivables
Current tax asset
Cash
Total
51
-
6,806
12,991
90,571
-
8,925
-
-
21
199
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,316,471
8,976
-
6,806
13,012
199
90,571
11,428,388
13,450
17,479
8,511 11,467,827
Financial liabilities:
As at 30 September 2015
Deferred income liabilities
Liabilities for linked
investment contracts
Deferred tax liabilities
Trade and other payables
Current tax liabilities
Total
As at 30 September 2016
Deferred income liabilities
Liabilities for linked
investment contracts
Deferred tax liabilities
Trade and other payables
Current tax liabilities
Total
Up to
3 months
£’000
3-12
months
£’000
1,401
4,075
1-5
years
£’000
16,589
Over
5 years
£’000
7,671
8,441,189
90
15,994
270
-
7
1,087
1,244
(325)
43
-
-
-
Total
£’000
29,736
8,441,189
1,279
16,037
1,094
8,458,681
5,432
17,876
7,346
8,489,335
Up to 3
months
£’000
3-12
months
£’000
1-5
years
£’000
Over
5 years
£’000
Total
£’000
1,498
4,304
17,479
8,511
31,792
11,316,471
-
-
-
11,316,471
377
1,141
5,102
1,875
14,289
(45)
11,332,590
-
1,731
7,176
-
-
-
-
8,495
14,289
1,686
22,581
10,386 11,372,733
Financial assets held in portfolio investments and the corresponding liabilities are deemed to have a maturity of up
three months since the liabilities are repayable on demand. In practice the contractual maturities of the underlying
assets may be longer than three months, but the majority of assets held within portfolios are highly liquid.
(4) Outflow risk
Outflows occur when funds are withdrawn from the platform for any reason. Outflows typically occur where
customers’ circumstances and requirements change. However, these outflows can also be triggered by operational
failure, competitor actions or external events such as regulatory or economic changes.
Outflow risk is mitigated by focusing on providing exceptionally high levels of service. Outflow rates are closely
monitored and unexpected experience is investigated. Despite the current challenging and uncertain economic and
geopolitical environment, outflow rates remain low and stable.
(5) Expense risk
Expense risk arises where costs increase faster than expected or from one off expense shocks. As a significant
percentage of the Group’s expenses are staff related, the key inflationary risk arises from salary inflation.
The Group’s expenses are governed at a high level by the Group’s Expense Policy. The monthly management
accounts are reviewed against projected future expenses by the Board and by senior management and action is
taken where appropriate.
34 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 35
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
(6) Operational risk
5. Segmental reporting
Operational risk is the risk of loss arising from inadequate or failed internal processes, people and systems, or
from external events.
This risk has been identified as being a key risk for the Group. This risk arises mainly from the regulatory
requirements IFAL needs to meet whilst administering its business and from the Third Party Administration
arrangements with ISL.
The revenue and profit before tax are attributable to activities carried out in the UK.
The Group has three classes of business as follows:
n provision of investment management services
n transaction of ordinary long term insurance and underwriting life assurance
n provision of consultancy services
Operational risk exposure and concentration
Analysis by class of business is given below:
The key operational risks are IT infrastructure and Business Continuity Plan failure risk, regulatory risk, operational
process risk, financial process risk, information security risk, outsourcing risk, CASS risk and cyber risk.
Operational risk mitigation
The Company aims to minimise operational risk at all times through a strong and well-resourced control and
operational structure. This is supported by the strong corporate governance structure that is embedded in the
Group as a whole.
(7) Brand and reputation risk
Reputational risk is the risk that current and potential clients’ desire to do business with the Group reduces due to
perception of the service in the market place. It should be noted that clients don’t directly purchase wrappers from
the Company – they are provided as part of the Transact wrap service. Therefore the reputation of the Transact
brand is where the risk lies.
Risk exposure
The Transact brand is exposed to a wide range of future events which may have a significant adverse impact on its
reputation. These include consequences of operational risk events e.g. errors, fraud or regulatory fines. In these
cases, reputational risk would be triggered on the event of the operational risk failure becoming public knowledge.
External reputational risk could also arise from public opinion of the wrap sector as a whole diminishing.
Reputational risk can be triggered by a one-off event resulting in a significant loss or could be the result of a
gradual decline in how the Group is perceived.
Risk mitigation
The risk that reputational damage control is not properly managed is monitored through the Risk Management
Framework and is mitigated to some extent by internal operational risk controls, error management and
complaints handling processes, and root cause analysis investigations.
(8) Conduct risk
This is the risk of acting against customers’ best interests with consequential damage to the long term
sustainability of the business.
The Group has no appetite for unfair customer outcomes arising from systematic failures in its cultural outlook
or in any element of the customer life cycle. This includes meeting the requirements of treating customers fairly.
The Group uses various indicators to monitor performance against this appetite, including customer retention,
complaints and errors.
Revenue
Investment management services
Insurance and life assurance business
Consultancy services
Profit before tax
Investment management services
Insurance and life assurance business
Consultancy services
Net assets
Investment management services
Insurance and life assurance business
Consultancy services
2016
£’000
37,853
55,817
100
93,770
11,393
26,808
139
38,341
38,100
47,456
688
86,244
2015
£’000
35,672
32,572
-
68,244
9,540
10,627
-
20,167
53,479
21,486
-
74,965
The figures above comprise the results of the companies that fall directly into each segment, as well as a proportion
of the results from the other Group companies that only provide services to the revenue-generating companies.
This therefore has no effect on revenue, but has an effect on the profit before tax and net assets figures.
The Company’s income is generated solely from dividends received from subsidiaries.
6. Revenue
Group
Fee income
Other operating income
Consultancy income
The Company’s income is generated solely from dividends received from subsidiaries.
2016
£’000
68,257
25,413
100
93,770
2015
£’000
63,643
4,602
-
68,244
36 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 37
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
7. Expenses by nature
Staff (including executive Directors) costs during the year, included within administrative expenses, were as follows:
The following expenses are included within administrative expenses:
Group
Depreciation
Amortisation
Wages and employee benefits expense
Auditor’s remuneration:
- auditing of the financial statements of the Company pursuant to legislation
- auditing of the financial statements of subsidiaries
- other assurance services
- taxation service
Other Auditor’s remuneration:
- auditing of the financial statements of subsidiaries
- other assurance services
Impairment losses
Operating lease costs:
- Land and buildings
- Equipment
Company
Auditor’s remuneration:
- auditing of the financial statements of the Company pursuant to legislation
- other assurance services
- taxation services
Impairment losses
Wages and employee benefits expense
2016
£’000
872
1,345
25,623
10
92
99
78
73
83
554
1,783
8
10
10
78
392
The average number of staff (including executive directors) employed by the Group during the financial year
amounted to:
Customer services staff
Corporate and client accounting staff
Technical and support staff
Software development staff
Sales staff
2016
No.
177
50
130
60
25
442
2015
£’000
579
1,786
21,466
10
98
95
-
81
65
1,295
1,820
38
10
2
-
392
2015
No.
166
52
104
-
30
352
Wages and salaries
Social security costs
Other pension costs
2016
£’000
21,542
2,353
1,728
2015
£’000
18,534
2,087
845
25,623
21,466
Compensation of key management personnel
Key management personnel are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the entity and as such, only Directors are considered to meet this definition.
Short term employee benefits
Post employment benefits
Highest paid Director:
Short term employee benefits
Post employment benefits
Number of Directors for whom pension contributions are paid
8. Interest income
2016
£’000
1,566
84
1,650
465
23
3
2015
£’000
1,078
110
1,188
443
26
3
Interest income on bank deposits
Interest income on loans
Interest income on financial assets
at fair value through profit or loss
Other interest
Group
2016
£’000
Company
2016
£’000
Group
2015
£’000
Company
2015
£’000
145
-
306
-
451
2
-
-
-
2
144
30
100
10
284
-
-
-
-
-
38 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 39
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
Company
a) Analysis of charge in year
Deferred tax charge/(credit) (see note 20)
Total
b) Factors affecting tax charge for the year
Profit on ordinary activities before tax
Profit on ordinary activities multiplied by effective rate of Corporation Tax 20%
(2015: 20.5%)
Deferred tax charge/(credit) (see note 20)
Effects of:
Income not taxable and expenses not deductible for tax purposes, multiplied
by effective rate of Corporation Tax 20% (2015: 20.5%)
Total
2016
£’000
78
78
2016
£’000
2015
£’000
(78)
(78)
2015
£’000
38,641
7,587
7,728
78
1,555
(78)
(7,728)
78
(1,555)
(78)
9. Tax on profit on ordinary activities
Group
a) Analysis of charge in year
The income tax expense comprises:
Corporation tax
Corporation tax – under-provision in previous year
Total
Movement in deferred tax asset
Movement in deferred tax liability (note 20)
Deferred tax charge/(credit)
Total
2016
£’000
5,197
21
5,218
78
-
78
2015
£’000
4,079
55
4,134
(78)
7
(71)
5,296
4,063
b) Factors affecting tax charge for the year
The tax on the Company’s profit before tax differs from the amount that
would arise using the weighted average tax rate applicable to profits of the
consolidated entities as follows:
Profit on ordinary activities before tax
38,341
20,167
Profit on ordinary activities multiplied by effective rate of Corporation Tax
20% (2015: 20.5%)
Deferred tax charge/(credit) (see note 20)
Effects of:
7,668
78
4,134
(71)
Income not taxable and expenses not deductible for tax purposes, multiplied
by effective rate of Corporation Tax 20% (2015: 20.5%)
(2,191)
242
Profits not taxable, multiplied by effective rate of Corporation Tax 20%
(2015: 20.5%)
Corporation tax – under-provision in prior year
Profits charged at different rates to UK Corporation Tax rate
Total
Changes in tax rates
(285)
(288)
12
14
46
-
5,296
4,063
As a result of the Finance Bill 2015 the rate of Corporation Tax was reduced from 21% to 20% with effect from 1
April 2015, this gives an effective rate of 20% for the Group for the year ended 30 September 2016.
40 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 41
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
10. Intangible assets – Group
11. Property, plant and equipment – Group
Cost
At 1 October 2014
At 30 September 2015
Amortisation
At 1 October 2014
Charge for the year
At 30 September 2015
Net Book Value
At 30 September 2014
At 30 September 2015
Cost
At 1 October 2015
Addition in the year (see note 29)
At 30 September 2016
Amortisation
At 1 October 2015
Charge for the year
At 30 September 2016
Net Book Value
At 30 September 2015
At 30 September 2016
Software
and IP rights
£’000
Goodwill
£’000
12,505
12,505
9,318
1,786
11,104
3,187
1,400
12,505
-
12,505
11,105
1,345
12,450
1,400
55
-
-
-
-
-
-
-
-
12,951
12,951
-
-
-
-
12,951
Total
£’000
12,505
12,505
9,318
1,786
11,104
3,187
1,400
12,505
12,951
25,456
11,105
1,345
12,450
1,400
13,006
Amortisation of intangibles is recognised within administrative expenses in the profit or loss account.
Short
Leasehold
Land and
Buildings
£’000
Equipment
£’000
Fixtures
and
Fittings
£’000
Motor
vehicles
£’000
Cost
At 1 October 2015
Additions
Disposals
At 30 September 2016
Depreciation
At 1 October 2015
Charge for the year
Disposals
At 30 September 2016
Net Book Value
At 30 September 2015
At 30 September 2016
Cost
At 1 October 2014
Additions
Disposals
1,242
373
-
1,615
362
163
-
525
880
1,090
1,242
-
-
At 30 September 2015
1,242
Depreciation
At 1 October 2014
Charge for the year
Disposals
At 30 September 2015
Net Book Value
At 30 September 2014
At 30 September 2015
238
124
-
362
1,004
880
1,463
739
(589)
1,613
1,045
446
(589)
902
418
711
1,420
189
(146)
1,463
759
432
(146)
1,045
661
418
226
327
-
553
121
235
-
356
105
197
227
-
-
227
99
23
-
122
128
105
-
101
-
101
-
27
-
27
-
74
-
-
-
-
-
-
-
-
-
-
Additions in the year includes £526k from the acquisition of IAD (see note 29).
The Company holds no property, plant and equipment.
Total
£’000
2,931
1,540
(589)
3,882
1,528
871
(589)
1,810
1,403
2,072
2,889
189
(146)
2,932
1,096
579
(146)
1,529
1,793
1,403
42 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 43
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
12. Long-term investments
Group
At 1 October 2015
Impairment
At 30 September 2016
Net book value
At 30 September 2015
At 30 September 2016
At 1 October 2014
Additions
Impairment
At 30 September 2015
Net book value
At 30 September 2014
At 30 September 2015
Company
At 1 October 2015
Additions (see note 29)
Impairment
At 30 September 2016
Net book value
At 30 September 2015
At 30 September 2016
At 1 October 2014
Additions
Impairment
At 30 September 2015
Net book value
At 30 September 2014
At 30 September 2015
Total
£’000
392
(392)
-
392
-
750
34
(392)
392
750
392
449
14,156
(392)
14,213
449
14,213
807
34
(392)
449
807
449
Name of Company
Holding
% Held
Incorporation
and significant
place of business
Business
Direct holdings
Integrated Financial Arrangements Ltd
Ordinary Shares
100%
United Kingdom
IntegraFin Services Limited
Ordinary Shares
100%
United Kingdom
Transact IP Limited
Ordinary Shares
100%
United Kingdom
Integrated Application Development Pty Ltd Ordinary Shares
100%
Australia
Investment
Management
Services
Company
Software
provision &
development
Software
maintenance
Objective Asset Management Limited
Ordinary Shares
100%
United Kingdom
Dormant
Indirect holdings
IntegraFin Limited
Ordinary Shares
100%
United Kingdom
Non-trading
Transact Nominees Limited
Ordinary Shares
100%
United Kingdom
Non-trading
IntegraLife UK Limited
Ordinary Shares
100%
United Kingdom
Life Insurance
IntegraLife International Limited
Ordinary Shares
100%
Isle of Man
Life Assurance
ObjectMastery (UK) Limited
Ordinary Shares
100%
United Kingdom
Consultancy
Objective Funds Limited
Ordinary Shares
100%
United Kingdom
Dormant
Objective Wealth Management Limited
Ordinary Shares
100%
United Kingdom
Dormant
IntegraFin (Australia) Pty Limited
Ordinary Shares
100%
Australia
Non-trading
Transact Trustees Limited
Ordinary Shares
100%
United Kingdom
Non-trading
The group has 100% voting rights on shares held in each of the subsidiary undertakings.
The above subsidiaries have all been included in the consolidated financial statements. The results of IntegraLife
International Limited and IntegraLife UK Limited are included as described in the basis of consolidation accounting
policy in note 1.
Integrated Financial Arrangements Ltd is authorised and regulated by the Financial Conduct Authority. The
principal activity of the company and its subsidiaries is the provision of “Transact”, a wrap service that arranges
and executes transactions between clients, their financial advisers and financial product providers including
investment managers and stockbrokers.
IntegraFin Services Limited (ISL), is the Group services company. All intra-group service contracts are held by this
services company.
Integrated Application Development Pty Ltd (IAD) provides software maintenance services to the Group. IAD was
acquired by the Company on 1 July 2016 (see note 29).
IntegraFin Limited is the trustee of the IntegraSIP Share Incentive Plan, which was set up to allocate Class C
Shares in the capital of the Company to staff. IntegraFin Limited undertakes no other activities.
Transact Nominees Limited holds customer assets as a nominee company on behalf of Integrated Financial
Arrangements Ltd.
44 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 45
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
IntegraFin (Australia) Pty Limited is currently non-trading.
15. Current asset investments
Transact IP Limited licenses its proprietary software to other members of the IHL Group.
IntegraLife UK Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority. Its principal activity is the transaction of ordinary long term
insurance business within the United Kingdom.
IntegraLife International Limited is authorised and regulated by the Isle of Man Financial Services Authority and
its principal activity is the transaction of ordinary long term insurance business within the United Kingdom through
the Transact Offshore Bond.
13. Deferred acquisition costs
Opening balance
Capitalisation of deferred acquisition costs
Amortisation of deferred acquisition costs
Change in deferred acquisition costs
Closing balance
2016
£’000
29,736
7,966
(5,909)
2,057
31,793
2015
£’000
28,096
7,011
(5,371)
1,640
29,736
14. Non-current asset investments – ILInt and ILUK
Investments and cash held for the benefit of policyholders
ILInt
Cash and cash equivalents held for the
benefit of the policyholder
Investments held for the benefit of the
policyholder
ILUK
Cash and cash equivalents held for the
benefit of the policyholder
Investments held for the benefit of the
policyholder
2016
Cost
£’000
2016
Fair value
£’000
2015
Cost
£’000
2015
Fair value
£’000
82,931
82,931
60,892
60,892
1,637,842
2,928,144
1,082,219
1,902,625
1,720,773
3,011,075
1,143,111
1,963,517
715,881
715,881
539,089
539,089
6,898,345
7,589,515
6,074,081
5,938,583
7,614,226
8,305,396
6,613,170
6,477,672
Listed shares and securities
Gilts
Investments held as current assets are held at fair value.
16. Other prepayments and accrued income
Accrued income
Prepayments
17. Trade and other receivables
Amounts owed by Group undertakings
Interest receivable
Other receivables
Amounts due from HMRC
18. Trade and other payables
Group
30 Sep
2016
£’000
-
8
1,550
11,454
13,012
Group
30 Sep
2016
£’000
364
1,621
-
5,436
6,867
14,289
Company
30 Sep
2016
£’000
9
-
-
-
9
Company
30 Sep
2016
£’000
-
12
8
5
363
388
Group
30 Sep
2016
£’000
51
8,925
8,976
Group
30 Sep
2016
£’000
6,806
3,036
9,842
Group
30 Sep
2015
£’000
-
23
1,995
5,444
7,462
Group
30 Sep
2015
£’000
317
487
-
9,012
6,221
16,037
Group
30 Sep
2015
£’000
63
6,882
6,945
Group
30 Sep
2015
£’000
5,919
2,392
8,311
Company
30 Sep
2015
£’000
-
-
-
-
-
Company
30 Sep
2015
£’000
-
-
65
-
12
77
Total
11,316,471
8,441,189
All amounts are current. These assets are held to cover the liabilities for unit linked investment contracts. All
contracts with customers are deemed to be investment contracts and, accordingly, assets are 100% matched to
corresponding liabilities.
Trade payables
PAYE and other taxation
Due to Group undertakings
Other payables
Accruals and deferred income
46 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 47
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
19. Deferred income liability
21. Client monies and client assets
Opening balance
Capitalisation of deferred income
Amortisation of deferred income
Change in deferred acquisition costs
Closing balance
20. Deferred tax
2016
£’000
2015
£’000
(29,736)
(28,096)
(7,966)
5,909
(2,057)
(7,011)
5,371
(1,640)
(31,793)
(29,736)
2016
Client monies
Client assets
2015
Client monies
Client assets
£’000
£’000
1,836,756
Amounts due to clients
1,836,756
22,763,205
Corresponding liability
22,763,205
1,376,766
Amounts due to clients
1,376,766
17,707,907
Corresponding liability
17,707,907
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 19%
(2015: 20%). This new rate has been applied to deferred tax balances which are expected to reverse after 1 April
2017, the date on which that new rate becomes effective.
The above client monies are held separately in client bank accounts which are excluded from the Company’s net
current assets. In addition the above client assets are held on behalf of Integrated Financial Arrangements Ltd by
Transact Nominees Limited, the holdings are also excluded from the Company’s net current assets.
22. Provisions for liabilities
30 Sep
2016
£’000
30 Sep
2015
£’000
1,279
3,012
Balance brought forward
(Decrease)/increase in dilapidations provision
Increase in ILInt non-linked unit provision
Increase in ILUK tax provision
Increase in rent provision
Balance carried forward
Dilapidations provisions
ILInt non-linked unit provision
ILUK tax provision
Rent provision
Liabilities – Group
Balance brought forward
Release in year at 19 (2015: 20%) future corporation tax rate in respect of:
- Share-based payments
- Accelerated depreciation
Deferred tax (credit) / charge
Movement in policyholder tax
Balance carried forward
Analysed as:
- Share-based payments
- Accelerated depreciation
- Policyholder deferred tax
Assets – Group and Company
Balance brought forward
Release in year at 19% (2015: 20.5%) future corporation tax rate in respect of:
- Unused capital losses
Deferred tax charge
Balance carried forward
-
-
-
7,216
8,495
-
12
8,483
8,495
(78)
78
78
-
38
(31)
7
(1,740)
1,279
-
12
1,267
1,279
-
(78)
(78)
(78)
The dilapidation provisions relate to the former leasehold premises at 5-7 Singer Street, the current leasehold
premises at 29 Clement’s Lane, and the current ILInt leasehold premises at 6 Goldie Terrace in the Isle of Man.
The Group is committed to restoring the premises to their original state at the end of the lease term. Whilst it is
probable that payments will be required for dilapidations, uncertainty exists with regard to the amount and timing
of these payments, and the amounts provided represent management’s best estimate of the Group’s liability. The
Group’s 2015 movement in provision has been adjusted by £32k to take into account a reclassification of ILInt’s
dilapidations provision for Goldie Terrace from other payables.
The rent provision relates to potential litigation regarding disputed rent. There is potential for a claim to be made
against the Group until March 2019, though uncertainty exists as to the timing of any potential claim and whether
the claim will be successful.
Group
30 Sep
2016
£’000
20,802
95
13
6,055
-
Group
30 Sep
2015
£’000
16,009
52
12
4,729
-
26,965
20,802
279
25
26,559
102
26,965
183
12
20,505
102
20,802
48 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 49
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
23. Called up share capital – Company and Group
25. Capital redemption reserve – Group
Allotted, called up and fully paid:
Ordinary Class A shares of £0.05 each
Ordinary Class B shares of £0.05 each
Ordinary Class C shares of £0.05 each
Ordinary Class D shares of £0.05 each
Movement in called up share capital
Balance brought forward
Shares issued – Class A
Shares issued – Class C
Shares issued – Class D
Shares redeemed – Class A
Shares redeemed – Class C
Shares redeemed – Class D
30 Sep
2016
Number
417,868
357,000
332,410
30,000
30 Sep
2015
Number
417,868
357,000
332,410
30,000
30 Sep
2016
£’000
30 Sep
2015
£’000
21
18
17
1
57
21
18
17
1
57
2016
£’000
2015
£’000
57
57
-
-
-
-
-
-
-
-
-
-
-
-
57
57
Class A and Class B Ordinary share capital have full voting and dividends rights.
Class C Ordinary share capital has no voting rights, but ranks equally for dividends.
Class D Ordinary Share Capital has no voting rights, and shareholders are only entitled to receive dividends to the
extent that the amount per Ordinary Share paid to the holders of Class A Shares, Class B Shares and Class C Shares
in any financial year exceeds the amount per Ordinary Share received by holders of those Ordinary Shares (excluding
any Special Dividends) in the financial year prior to the financial year in which relevant Class D Shares are issued.
Balance brought forward
Purchase of own shares
Balance carried forward
2016
£’000
2015
£’000
2
-
2
2
-
2
On 12 December 2013 IFAL (formerly IFA plc) was granted authority by shareholders to repurchase £4,500,000
worth of ordinary shares from shareholders. IFAL purchased 45,917 shares, and they were then cancelled, giving
rise to a capital redemption reserve of £2,271.
26. Share-based payment reserve – Group
Balance brought forward
Transfer to profit and loss reserve
Balance carried forward
27. Other reserves – Group
Balance brought forward
Currency Translation reserve
Balance carried forward
28. Operating lease commitments
The total future minimum lease payments of operating leases are due as follows:
2016
£’000
308
-
308
2016
£’000
-
32
32
2015
£’000
308
-
308
2015
£’000
-
-
-
24. Share premium account – Group
Balance brought forward
Premium on shares issued during the year
Balance carried forward
2016
£’000
5,722
-
5,722
2015
£’000
5,722
-
5,722
Group
Within 1 year
Within 2-5 years
Over 5 years
Land and
Buildings
2016
£’000
Equipment
2016
£’000
Land and
Buildings
2015
£’000
Equipment
2015
£’000
2,098
8,375
3,490
-
-
-
2,120
8,377
5,583
7
7
-
The land and building lease commitments relate to the current leasehold premises at 29 Clement’s Lane, and the
current ILInt leasehold premises at 6 Goldie Terrace in the Isle of Man. The equipment commitment relates to the
lease of a franking machine.
50 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 51
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
29. Related parties
Mike Howard is a Director of the Company, and is also a Director and controlling shareholder of IAD.
IAD provides software development and maintenance services to the Group. The contract for these services was
between IFAL and IAD until 30 September 2015. On 1 October 2015 the contract moved, and is now between
ISL and IAD. IAD therefore invoices ISL, and ISL passes the charge on proportionately to the rest of the Group
through its service charge. These transactions are commercial, arm’s length transactions undertaken in the normal
course of business.
Acquisition of IAD
On 1 July 2016 the Company acquired 100% of the voting equity instruments of IAD for £14.16m. Ganymede
Investments Pty Ltd, a company controlled by Mike Howard, received £10.59m of the consideration. The principal
reason for the acquisition was to bring the software development and maintenance services in-house, and thus
increase efficiency and reduce costs to the Group.
During the year the Company did not render nor receive any services with related parties within the Group, and at
the year end the Company had the following intra-Group receivables:
Company
Integrated Financial Arrangements Ltd
IntegraFin Services Limited
IntegraFin Limited
IntegraLife UK Limited
Amounts owed by/
(to) related parties
2016
£’000
2015
£’000
8
(2)
(6)
(1)
(62)
-
(3)
-
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as
follows:
The Group has not made any allowance for bad or doubtful debts in respect of related party debtors nor has any
guarantee been given or received during 2016 or 2015 regarding related party transactions.
Cash and cash equivalents
Trade and other receivables
Property, plant and equipment
Current liabilities
Total net assets
Consideration – cash
Goodwill
Fair value
£’000
651
320
526
(292)
1,205
14,156
12,951
The main factor leading to the recognition of goodwill is the presence of intangible assets, such as the assembled
workforce of the acquired entity, which do not qualify for separate recognition.
The goodwill has not been tested for impairment during the current year, due to the fact that the acquisition was
only completed recently, but it will be tested for impairment annually going forward.
All of the above transactions are commercial, arm’s length transactions undertaken in the normal course of
business.
30. Share incentive plan (SIP)
The Company introduced a SIP trust scheme for its staff in October 2005. The SIP is an approved scheme under
Schedule 2 of the Income Tax (Earnings & Pensions) Act 2003.
This scheme entitles all the staff who were employed in October 2005 to Class C shares in the Company, subject to
their remaining in employment with the Company until certain future dates.
The trustee for this scheme is IntegraFin Limited, a wholly owned non-trading subsidiary of Integrated Financial
Arrangements Ltd.
The cost to the Company in the financial year to 30 September 2016 was £nil (2015: £nil).
31. Share-based payments
There are no share options outstanding. All options have been exercised, and there have been no new share
options granted.
32. Events after the reporting date
There are no events subsequent to the year-end that require disclosure in, or amendment to the financial
statements.
33. Dividends
During the year the company paid an interim dividend of £8,978,224 (2015: £7,840,946) to shareholders.
52 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 53
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
NOTES TO THE FINANCIAL STATEMENTS
Year ended 30 September 2016
34. Transition to IFRS
Reconciliation of equity and comprehensive income as previously reported under UK GAAP to IFRS
As stated in note 1, these are the Group’s first consolidated financial statements prepared in accordance
with IFRS. The accounting policies set out in note 1 have been applied in preparing the consolidated financial
statements for the period ending 30 September 2015, the comparative information, and in the preparation of an
opening IFRS statement of financial position at 1 October 2014 (the Group’s date of transition). In preparing its
opening IFRS statement of financial position, the Group has adjusted amounts reported previously in the financial
statements prepared in accordance with UK GAAP. An explanation of how the transition from previous GAAP to
IFRS has affected the Group’s financial position and financial performance is set out in the following tables.
On a Company level, the adoption of IFRS has not resulted in the restatement of any numbers previously recorded
in the financial statement under the previous accounting framework and therefore no reconciliations have been
presented.
Year ended
30 Sep
2015
£’000
Comprehensive income as reported under UK GAAP
Note
16,373
IFAL – holiday pay accrual
ILUK – increase in IFRS DAC deferred tax provision in year
ILUK – reverse decrease in sterling reserves in year
ILInt – reduction in profit due to reversing sterling reserves
Profit for the financial year reported under IFRS
f
f
f
f
4
(9)
(20)
(46)
16,301
Equity as reported under UK GAAP
Other adjustment
IFRS adjustments:
IFAL – holiday pay accrual
ILUK and ILInt deferred acquisition costs
ILUK and ILInt deferred income liability
ILUK – additional ILUK deferred tax provision
Investments and cash held for the benefit of policyholders
Liabilities for linked investment contracts
ILUK – release sterling reserves into non-distributable reserve
ILInt – release sterling reserves into non-distributable reserve
Reversal of ILInt reserve movement in the year
Reversal of ILUK reserve movement in the year
ILUK and ILInt inclusion of non-linked cash
ILUK and ILInt inclusion of provision for liabilities
ILUK and ILInt other IFRS reclassifications
30 Sept
2015
£’000
74,997
1 Oct
2014
£’000
66,397
Notes explaining the conversion from UK GAAP to IFRS
a. IFRS (IAS 19 Employee Benefits) requires that an accrual is made for holiday that has been earned by
employees, but not yet used at the reporting date. In order to meet the requirements of the standard, an
accrual as at 1 October 2014 and 30 September 2015 has been calculated and reflected in the restated
accounts. This amounts to a £48k reduction in profit in FY2014 and a £4k increase in profit in FY2015.
17
-
ILUK, and therefore consolidated into the Group financial statements.
b. Deferred acquisition costs (DAC) and deferred income liability (DIL) are now reflected on the SOFP in ILInt and
Note
a
b
b
b
c
c
d
d
d
d
e
e
e
(44)
29,736
(48)
28,096
(29,736)
(28,096)
(438)
(429)
8,441,188
7,524,053
(8,441,188)
(7,524,053)
35
466
(46)
(20)
21,254
(20,473)
(783)
35
466
-
-
17,572
(16,277)
(1,296)
DAC and DIL exactly offset each other and there is, therefore, no impact on the financial results of ILUK or ILInt
or the Group aside from a tax reserve required for Life DAC in ILUK. The tax reserve accounts for the different
bases for spreading expenses in the ILUK Life tax computation and under IFRS.
c. ILInt and ILUK both issue contracts which are accounted for under IFRS as investment contracts. The definition
of an investment contract is one where there is not a significant transfer of insurance risk. As ILInt and ILUK
issue investment contracts, then the fair value of assets held for the benefit of policyholders is reflected on the
SOFP, as well as the corresponding liability. The positions are fully matched.
d. The creation of a non-distributable reserve is due to the reversal of sterling reserves that are no longer required
under IFRS. Under IFRS the non-unit, counterparty and resilience reserves are released. The balance of £466K
for ILInt and £35k for ILUK has been transferred to non-distributable reserves. Other provisions still include the
remaining negative unit and post closure reserves.
e. Non-linked cash balances are now reflected on the Group financial statements, with offsetting balances included
mainly within provisions, and also within some of the other SOFP balances that have been reclassified.
f. The adjustments to the Income Statement are the movements in the year in respect of the changes to the
SOFP described in notes a. to d.
Adjustment to the statement of cash flows
The transition from UK GAAP to IFRS had no significant impact on cash flows generated by the Group.
Equity as reported under IFRS
74,965
66,420
54 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS | FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 55
56 FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016 | NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS
M137 September 2016
IntegraFin Holdings Limited, 29 Clement’s Lane, London, EC4N 7AE
Tel: (020) 7608 4900 Fax: (020) 7608 5300
(Registered office: as above; Registered in England and Wales under number: 8860879)
The holding company of the Integrated Financial Arrangements Ltd group of companies