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Jardine Matheson Holdings Limited


To: Business Editor12th March 1998
For immediate release

JARDINE LLOYD THOMPSON GROUP plc
PRELIMINARY RESULTS TO 31ST DECEMBER 1997

The following press release was issued today by the Company's 34%-owned associate, Jardine Lloyd Thompson Group plc.





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For further information please contact:

Ludgate Asia LimitedTel: (852) 2543 5413 (office)
Martin Spurrier

Full text of the announcement can be accessed through the Internet at "http://www.irasia.com/listco/sg/jm1". Highlights of the results are also available through "First Call".


12th March 1998



JARDINE LLOYD THOMPSON GROUP plc
PRELIMINARY RESULTS TO 31st December 1997

Jardine Lloyd Thompson Group plc today announces results to 31st December 1997 for the enlarged group following the merger of Lloyd Thompson Group plc and JIB Group plc effected on 6th February 1997.

As reported previously, Jardine Lloyd Thompson has moved from a 30th June year end to a 31st December year end and for statutory purposes the Group has produced results for eighteen months to 31st December 1997. However, since future reporting will be on a calendar year basis, pro forma results have also been produced for the year ended 31st December 1997 and in this statement references are to the latter results and the comparatives for calendar 1996.

Highlights (continuing operations before exceptional items):

Ken Carter, Chief Executive, commented:

"The major challenge of the year - the successful integration of the two businesses - has been achieved. We are confident that we have created a strong base for the future notwithstanding the continuing soft market conditions."



Enquiries:
Ken Carter, Chief Executive
George Stuart-Clarke, Finance Director
Jardine Lloyd Thompson0171 528 4444
 
Rupert Younger
Timothy Grey
Finsbury Limited0171 251 3801


CHAIRMAN'S STATEMENT

I am pleased to be able to report that the Group has continued to make good progress in the second half of 1997.

The major event of the year has been the merger which was completed in February 1997 and has proved to be a success, realising many of the goals which we set ourselves at the beginning of 1997 and clearly showing the potential for the future.

The results for the period have been achieved against a background of extremely difficult market conditions, adverse exchange rate movements and the expenditure of management time in ensuring that the merger of Lloyd Thompson Group and JIB Group was successfully consummated.

As reported previously, Jardine Lloyd Thompson has moved from a 30th June year end to a 31st December year end and therefore for statutory purposes the Group has produced 18 month results. For the purposes of the preliminary statement, however, my comments will focus on the pro forma results for the year to 31st December 1997 and the corresponding period for 1996. This will ease comparison and align with future reporting.

Results

Trading Profit

In 1997 our trading profits (before investment income) improved by 14% over 1996. This improvement is the first sign of the financial benefits to be realised from the merger and is a tribute to all the management and staff who have worked so hard duringthe year to achieve it.

Investment income

Investment income for the twelve months amounted to £20.0 million, a decrease of £2.5 million, or 11%, over 1996. This decrease is due to a decline in the level of funds available for investment and the effect of exchange rates.

Exceptional Charges

The exceptional charge of £29.8 million includes merger related charges of £26.3 million of which £10.4 million represents provisions in respect of surplus property, the balance relating to costs of the transaction and reorganisation expenses following the merger. The non-merger exceptional charge of £3.5 million consists of provisions against other properties now surplus to requirements.

The Group has relocated its London Market operations into Jardine House and as a result we are in the process of sub-letting our surplus properties. One major property in Chelmsford has already been sub-let and we hope to complete the balance during this year.

In addition, the merger of the two companies has given the Group the opportunity to eliminate certain expense duplication. Management has taken appropriate action to ensure that the maximum expense savings are achieved; approximately £3 million was obtained in 1997 and it is expected that in 1998, further expense savings of around £8 million will arise in the UK.

The consolidated profit before tax and exceptional items for the year ended 31st December 1997 amounted to £50.5 million compared to £49.2 million in 1996, an increase of 2.6%. At constant rates of exchange, excluding exceptional charges, profits rose by 5%.

Earnings per share before exceptional items were 17.0p compared to 16.9p.

Dividend

A final dividend of 5.5p (net) per share in respect of the eighteen month period to 31st December 1997 will be paid on 18th May 1998 to shareholders on the register on 20th April 1998.

Excluding the special dividend of 6.0p paid to Lloyd Thompson Group shareholders in March 1997 as a foreign income dividend, the Company has paid two interim dividends for the eighteen month period to 31st December 1997. The first interim dividend, comprising a conventional dividend of 3.25p (net) and a foreign income dividend of 3p, was paid in May 1997 and the second of 4.5p (net) per share was paid in November 1997. Together with the dividend now declared this gives total conventional dividends of 13.25p (net) per share and a foreign income dividend of 3p per share for the eighteen month period.

Operational Review

Following the merger the Group was organised into four business groups.

International Insurance Group

This group comprises our specialist insurance broker Lloyd Thompson Limited, operating in the UK, and subsidiaries and specialist offices in the Americas, Africa, Asia and the Former Soviet Union. It trades in the world's leading insurance markets, primarily London, Continental Europe, America and Bermuda.

Although the business was affected by falling insurance rates, the impact on revenue was largely offset by a high level of business retention and the acquisition of new business.

During the year we acquired the outstanding shareholding in Triangle Group in Bermuda and acquired a majority interest in Financial Solutions Ltd and JLT Financial Solutions AB, operating in Bermuda and Sweden respectively. In London we purchased the outstanding shares in Traveltest, our shipowners protection and indemnity company and Colburn French & Kneen, a Marine broker specialising in Greek business which will complement our existing businesses and provide opportunities for future growth.

International Reinsurance Group

This group comprises our reinsurance broking operations in the U.K., America and Asia Pacific. The London businesses were restructured and now operate through five divisions which reflect our client base.

Revenue was impacted by the soft insurance markets, the elimination of certain unprofitable business and the merger and acquisition activity in the underwriting markets, particularly London. However, the resulting fall in income in London was largely made up by growth in America and Asia.

Since the end of 1997 we have acquired the outstanding 25% shareholding in Jardine Thompson Graham (Asia) based in Singapore and from 1998 this company will operate within the Asia Pacific Group.

Specialty Group

This group comprises our Affinity group business, Jardine Group Services, in America and the U.K., our retail businesses in the U.K., Brazil, Canada, Ireland and Poland and our Employee Benefit business in the U.K.

During the year our Affinity group business acquired Administration Consultants Inc., expanding its operations into complementary Third Party Administration in the USA. In the U.K. our associate BMA Services, a joint venture with the British Medical Association, achieved its best ever performance.

Our retail business in the UK benefited from a reorganisation which commenced in 1996, significantly improving its profitability and is now focused on developing its client base.

Our other businesses maintained their impetus and contribution in competitive markets.

Asia Pacific Group

Our business in the region continued to grow. The continued stability of the Hong Kong dollar and good results in Indonesia, Singapore and the Philippines ensured that our income in Asia was relatively unaffected by the region's economic difficulties. Despite these difficulties we remain committed to the development of our business in Asia and a new management structure has been introduced which will enable us to further the Group's strategy in the region.

In Australia our business did well, achieving good growth. Both our retail and local government business saw their markets soften and competition increase but we have continued to manage and develop our business successfully despite these conditions.

Associates

SIACI, our French associate, continues to produce good results in a market which is becoming as competitive as anywhere in the world. The Group continues to work in conjunction with SIACI to develop new markets and opportunities in Europe.

Prospects

The Group's strategy is to build on its strengths with the objective of sustaining a position as a world-class broker operating internationally in selected areas where it is or can become a market leader.

Our focus will continue to be on our existing clients, attracting new clients and tight cost control. This will enable us to achieve our goals, notwithstanding the soft market conditions which are not expected to change in the near term.

The Board remains absolutely committed to realising the full benefits of the merger and is confident that 1998 will be a year of significant progress.

John Barton
Chairman

12 March 1998















Notes to the Preliminary Results
For the 18 months ended 31st December 1997

1 Basis of Accounting

The combination of Lloyd Thompson Group plc and JIB Group plc has been accounted for as a merger. As a consequence, the results presented for the 18 months to 31st December 1997 have been prepared as if the two Groups were combined for the whole of the accounting period under review. Comparative information has been prepared on the same basis.

There has been a change of accounting policy in respect of the provision for run-off costs which were not previously provided for by JIB Group plc but were provided for by Lloyd Thompson Group plc. The accounting policy has been harmonised in line with market practice not to provide for such costs. The reversal of the Lloyd Thompson Group plc provision has been accounted for as a prior period adjustment. In addition, the Group now fully complies with the accounting requirements of Financial Reporting Standard 5 'Reporting the substance of transactions' which requires that assets and liabilities should not be offset, except in specific circumstances. This change had the effect of increasing both insurance broking debtors and creditors as at 31st December 1997 by £529,604,000. Restated for this change of accounting policy, insurance broking debtors and creditors as at 30th June 1996 are increased by £716,266,000.

2 Taxation

The charges to taxation for the eighteen months to 31st December 1997 includes taxation of £6,679,000 (1996: £4,940,000) in respect of overseas subsidiary profits and £3,100,000 (1996: £1,762,000) in respect of associated company profits.

The charges to taxation for the year to 31st December 1997, includes taxation of £5,400,000 (1996: £4,061,000) in respect of overseas subsidiary profits and £2,179,000 (1996: £1,925,000) in respect of associated company profits.

3 Segmental Information





4 Dividends


The final dividend is payable on 18th May 1998 to shareholders who are registered at the close of business on 20th April 1998. The ex-dividend date will be 14th April 1998.

The JIB Group plc 1996 interim dividend, the Lloyd Thompson Group 1997 special dividend and 3.0p of the Lloyd Thompson Group 1997 interim dividend were paid as foreign income dividends.

5 Earnings per Share

Basic earnings per share for the eighteen months to 31st December 1997 are calculated on the profit after taxation and minority interests of £16,519,000 (1996 : loss of £46,324,000) and the weighted average number of shares in issue of 182,408,752 (1996 : 180,053,584).

Earnings per share for the eighteen months to 31st December 1997, excluding exceptional items, are calculated on the profit after taxation and minority interests of £44,496,000 (1996 : £27,960,000) and the weighted average number of shares in issue of 182,408,752 (1996 : 180,053,584).

In determining the weighted average number of shares in issue, the shares issued in respect of the merger between Lloyd Thompson Group plc and JIB Group plc have been treated as if they were issued at the beginning of the comparative period with any subsequent issues of shares being treated as if they had been issued by Jardine Lloyd Thompson Group plc. In addition, the weighted average number of shares has been calculated after excluding the Group's share of SIACI's interest in the share capital of Jardine Lloyd Thompson Group plc, but including the shares to be issued in respect of the acquisition of Nicolls Pointing Group Limited as though they had been issued at the date of acquisition. The shares held by the Trustees of the Employees' Share Ownership Plan Trust in respect of the Jardine Lloyd Thompson Group Restricted Share Scheme have also been excluded.

Fully diluted earnings per share for the eighteen months to 31st December 1997, excluding exceptional items, are calculated on the profit after taxation and minority interests of £45,404,000 (1996 : £28,314,000) and the weighted average of 189,174,564 (1996 :193,418,566) ordinary shares of 5p each which would have been in issue during the eighteen month period had all outstanding share options been exercised at 1st July 1996 or the date of grant if later.

Basic earnings per share for the year to 31st December 1997 are calculated on the profit after taxation and minority interests of £3,149,000 (1996 : £16,982,000) and the weighted average number of shares in issue of 183,494,449 (1996 : 179,873,898).

Earnings per share for the year to 31st December 1997, excluding exceptional items, are calculated on the profit after taxation and minority interest of £31,127,000 (1996: £30,369,000) and the weighted average number of shares in issue of 183,494,449 (1996: 179,873,898).

Fully diluted earnings per share for the year to 31st December 1997, excluding exceptional items, are calculated on the profit after taxation and minority interests of £31,697,000 (1996 : £31,484,000) and the weighted average of 190,260,261 (1996 : 192,076,187) ordinary shares of 5p each which would have been in issue during the twelve month period had all outstanding share options been exercised at 1st January 1997 or the date of grant if later.

6 The results have been prepared in accordance with the historical cost convention and applicable accounting standards.

7 The financial information contained in this preliminary announcement does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The results for the 12 and 18 months ended 31st December 1997 are unaudited and statutory accounts in respect of the 18 month period have not yet been delivered to the Registrar of Companies.

8 Statutory accounts for the 18 month period ended 31st December 1997 will be posted to shareholders no later than 27th March 1998 and delivered to the Registrar of Companies following the Annual General Meeting on 21st April 1998.

9 The shareholders entered in the Register of Members at 4.00pm on 20th April 1998 will be entitled to the proposed final dividend of 5.5p per share which will, subject to approval at the Annual General Meeting to be held on 21st April 1998, be payable on 18th May 1998.

10 Copies of the preliminary press release (and statutory accounts when available) may be obtained from the Secretary, Jardine Lloyd Thompson Group plc, Jardine House, 6 Crutched Friars, London EC3N 2HT.


Source: Jardine Matheson Holdings Limited
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