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This
announcement replaces the Preliminary Results 2024, that was issued
at 7am on 26 February 2025. In Table 9, Wealth Management -
Financial Performance, the 'Other income' figures for 2023 of £9.8m
and 2024 of £30.5m have been added to the tables as the row was
omitted. The totals remain unchanged. Additionally, in Note 7-
Dividends, the proposed final dividend for the year ended 31
December 2024 has been amended in the table from 60.0p to 63.0p.
All other information is unchanged.
PRELIMINARY RESULTS FOR THE 12 MONTHS ENDED 31 DECEMBER
2024
HARNESSING OUR COMBINED STRENGTHS TO DRIVE GROWTH
Paul Stockton, Group Chief Executive, said:
"2024 has been a very exciting year
for the Group as we began in earnest to bring Rathbones and
IW&I together as one combined business committed to helping our
clients achieve their longer-term financial goals. In an eventful
year, we attracted record gross inflows by leveraging our
enlarged platform, grew underlying operating margin, exceeded the
2024 synergy targets we set out for the IW&I combination, and
increased our dividend by 6.9%.
Throughout the year, we have
continued to improve our services and investment processes,
taking advantage of the best that the Rathbones and IW&I teams
have to offer. The combination creates some significant future
growth opportunities and provides a pathway to greater innovation
as ideas are shared and acted upon. I am grateful for the efforts
of all teams around the Group who have helped us start 2025 in such
a strong position.
Rathbones remains well-equipped to
navigate the challenges associated with industry change and the
potential impacts of geopolitical instability on investment
markets. Alongside initiatives to enhance our services to clients
and improve organic growth rates, our priorities for 2025 include
completing the migration of IW&I clients and fully
integrating our businesses onto one platform."
FINANCIAL AND OPERATIONAL HIGHLIGHTS
2024 is the first full financial
year following the combination with IW&I. The increase in
operating income, profit and earnings per share reported this year
reflects the benefits of the combination and the extent to which
our delivery of the related synergies have exceeded the targets we
set for 2024. The comparative figures for 2023 include three months
of IW&I's contribution from 1 October 2023, reflecting the
timing of the completion of the combination.
- FUMA reached £109.2 billion
at 31 December 2024 (31 December 2023: £105.3 billion), including
£43.0 billion from IW&I.
- We have made significant
progress during the year in our ambition to grow our underlying
operating margin, which has increased to 25.4% (2023: 22.3%) as we
continue to realise the benefits of our increased scale.
- Underlying profit before tax
increased 79.1% to £227.6million (2023: £127.1 million).
- Profit before tax increased
by 72.9% to £99.6 million (31 December2023: £57.6 million), largely
reflecting acquisition and integration costs related to the
combination with IW&I, along with higher amortisation charges
following the transaction.
- We have delivered cost and
revenue synergies well ahead of our first year £15 million target,
with run-rate synergy realisation of £30.1 million at the end of
2024. This was largely due to organisational changes and our
property consolidation programme being secured ahead of the planned
timeframe.
- The Rathbones and IW&I
combination made significant progress in 2024. The client consent
process is nearly complete, and we expect to migrate almost all c.
55,000 IW&I clients by the end of H1. To date, 0.3% have
declined to migrate to Rathbones, and we expect a small proportion
of relationships to leave the Group where a suitable proposition is
not available. We remain focused on maintaining high client service
levels and look forward to welcoming clients to the Rathbones
platform in the coming months.
- During the year, we
completed the integration of Saunderson House, creating a business
model that now includes a well-established financial planning
capability to complement our investment strengths.
FOCUSING ON GROWTH
Although much of our recent focus
has been on ensuring that the benefits of the combination are
realised, we have also taken some significant steps toward
improving organic growth rates.
We continue to believe that
relationship-led services are the best way to secure high quality,
resilient future revenues so alongside our pursuit of efficiencies
to optimise delivery costs and enhancements to our investment
process, we are working to:
-
Strengthen our marketing and distribution capability
-
Deliver more advice-led conversations whilst working flexibly to
provide investment only services to third-party advisors
-
Improve client choice with services that meet their changing
demands
-
Leverage our extensive strategic partner relationships
-
Continue to grow Rathbones Asset Management
|
2024
|
2023
|
|
£m
(unless stated)
|
£m
(unless stated)
|
Operating income
|
895.9
|
571.1
|
Underlying operating
expenses1
|
(668.3)
|
(444.0)
|
Underlying profit before
tax1
|
227.6
|
127.1
|
Underlying operating
margin1
|
25.4%
|
22.3%
|
Profit before tax
|
99.6
|
57.6
|
Underlying earnings per
share1
|
161.6p
|
135.8p
|
Earnings per share
|
63.0p
|
52.6p
|
Dividend per share
|
93.0p
|
87.0p
|
I. A
reconciliation between the underlying measure and its closest IFRS
equivalent is provided in the financial performance
section.
OUTLOOK AND GUIDANCE
We are making good progress towards
delivering an underlying operating margin of 30% from
September 2026, notwithstanding the additional headwinds that have
arisen since we set out this target, which include ongoing
inflationary pressures and the estimated impact of
NlCs from April 2025. Delivery of this will be on a run-rate
basis from three years following completion of the IW&I
transaction, i.e. September 2026.
This margin growth will be
underpinned by a combination of:
- Modest market growth in line
with inflation
- A return to organic net
inflows, supported by growth in advice, refreshed marketing and
distribution capabilities and growth in our Asset Management
business
- Ongoing cost discipline, in
what we expect to be a more normalised inflationary
environment
- Synergy delivery in line
with guidance.
We expect the improvement in the
underlying operating margin to arise mostly during 2026, with a
more modest improvement in 2025. This principally reflects the
timing of further synergy benefits, which will be weighted towards
the second half of the 2025 financial year, when the cost savings
which are linked to the migration to a single operating
platform will materialise and we work towards IW&I ceasing to
run as a separate, regulated entity. Performance in 2025 will
also reflect the increase in NIC costs and a full year of the 2024
salary reviews, which were undertaken in the higher
inflationary environment. We also expect to see a flatter
seasonal spike in transaction-based commission income in March 2025
as a result of the additional activity that arose on client
portfolios ahead of the 2024 Autumn Budget.
We expect to see growth in advice
revenues in 2025 as a result of increased advisor capacity
following completion of the Saunderson House migration and our
continuing focus on advice, along with increased demand following
the taxation changes announced in the 2024 Autumn Budget. Net
interest income will benefit from the delivery of revenue synergies
in the second half of 2025 following the IW&I client migration,
with net interest margins expected to see only a modest impact from
the reductions in central bank rates that are anticipated. We
will be focused on our growth agenda in 2025 to drive improved net
flows.
Delivering sustainable value to our
shareholders and maintaining a disciplined and efficient approach
to managing shareholder capital is of the highest
importance to the Board. The Group
continues to maintain a robust capital base, with a surplus of
capital above the regulatory minimum of £207.2 million at 31
December 2024 (prior to taking into account the proposed final
dividend for the year) which supports strategic investment, the
ongoing integration of the IW&I business and our
progressive dividend policy.
The business remains highly cash
generative and we expect to see a further increase in
cash generation once the integration of IW&I
is complete and we see the full benefits of the combination
synergies. As such, we will review our capital allocation policy,
including an evaluation of our capacity for surplus returns,
following the migration of IW&I onto a single operating
platform later this year.
DECLARATION OF FINAL DIVIDEND
In July, we announced an interim
dividend of 30p. Given the strength of our balance sheet and our
confidence in the long-term future of the business, the Board has
recommended a final dividend of 63.0p per share for 2024 (2023:
24.0p). This brings the total dividend for the year to 93.0p (2023:
87.0p), representing a 6.9% increase compared to 2023. The dividend
will be paid on 13 May 2025, subject to shareholder approval
at our 2025 Annual General Meeting (AGM) on 8 May
2025.
2024 RESULTS PRESENTATION
A presentation to analysts and investors will take place this
morning at 10:00am at our offices at 30 Gresham Street, London,
EC2V 7QN. Participants who wish to join the presentation virtually
can do so by either joining the video webcast (https://www.investis-live.com/rathbones-group-plc/677d62be995564000f839a0f/rgwd)
or by dialling in using the conference call details
below:
United Kingdom (Local): +44 20 3936
2999
United Kingdom (Toll-Free): +44 800
358 1035
Participant access code:
129625
A Q&A session will follow the
presentation. Participants will be able to ask their questions
either via the webcast by typing them in or via the conference call
line.
A recording of the presentation will
be available later today on our website at:
www.rathbones.com/investor-relations/results-and-presentations.
Issued on 26 February
2025
For
further information contact:
Rathbones Group Plc
Investors
Paul Stockton, Group Chief Executive
Officer
Iain Hooley, Group Chief Financial Officer
Shelly Patel, Head of Investor Relations
Tel: 020 7399 0071
Email: shelly.patel@rathbones.com
Press
Tessa Curtis,
Director of Corporate Communications & Affairs
Tel: 07833 346238
Email: tessa.curtis@rathbones.com
Camarco
Ed Gascoigne-Pees
Tel: 020 3757 4984
Email: ed.gascoigne-pees@camarco.co.uk
Rathbones Group Plc
Rathbones is a leading provider of
individual Wealth Management, Asset Management and related services
to Private Clients, Charities, Trustees and Professional Partners.
We have been trusted for generations to manage and preserve our
clients' wealth. Our tradition of thinking, acting and investing
for everyone's tomorrow has been with us from the beginning and
continues to lead us forward.
Rathbones headquarters is 30 Gresham
Street, London, EC2V 7QN.
www.rathbones.com
CHAIR'S STATEMENT
HONOURING OUR PAST, SHAPING OUR
FUTURE
DEAR SHAREHOLDER
In 2023, we announced our
combination with IW&I. Throughout 2024, we have made
significant strides to integrate the two businesses to further
our position as the UK's leading discretionary wealth manager. We
have exceeded both the strategic and financial objectives that we
set for ourselves in the first year following the
announcement. This is testament to the hard work, commitment,
and collaboration of all of our colleagues.
CLIENTS
Our clients have always been, and
will continue to be, at the heart of our business. Their interests
remain paramount in everything we do. This is demonstrated by our
Net Promoter Score (NPS) of 56%, above the industry average of 54%.
This score is reassuring, particularly at a time of transition
for the firm, that our client service and experience has continued
to be strong.
Following the combination with
IW&I, we prioritised client engagement in 2024, focusing
on providing reassurance and stability. We will strengthen these
relationships throughout 2025, as clients move on to the Rathbones
platform.
COLLEAGUES
The Board recognises the hard work
and commitment of our colleagues during this year of change
and transition. This year has presented both challenges and
opportunities as we navigated a transformative combination,
requiring adjustments to new structures and ways of working. On
behalf of the Board, I want to express my gratitude for their
contributions during this pivotal time.
Fostering a stable and equitable
culture is essential to motivate and reward our colleagues,
who are the foundation of Rathbones' success. The Board's workforce
engagement programme ensures we consider employee perspectives and
strengthens the connection with our colleagues.
The Board is committed to regularly
reviewing workforce metrics, such as engagement
survey results, retention rates, and satisfaction, to
drive continuous improvement. We will continue to do this in
2025 and beyond.
ENGAGING WITH SHAREHOLDERS
We are committed to fostering
meaningful engagement with our shareholders. We deeply value the
open and transparent communication that we maintain with our
investors, and I am personally grateful for the opportunity to
connect with many of you over the past year. These conversations
are vital in helping us align our strategy with your expectations.
I look forward to continuing our productive dialogue in the
future.
SHAREHOLDER RETURNS AND DIVIDENDS
Rathbones is focused on driving
long-term shareholder value. We therefore reaffirm our progressive
dividend policy, which has been in place for more than 25
years and has never seen a reduction in the dividend.
In July, we announced an interim
dividend of 30p. Given the strength of our balance sheet and our
confidence in the long-term future of the business, the Board has
recommended a final dividend of 63p per share. This brings the
total dividend for the year to 93.0p per share (2023: 87.0p),
representing a 6.9% increase compared to 2023.
The final dividend is scheduled to
be paid on 13 May 2025, subject to shareholder approval
at our Annual General Meeting (AGM) on 8 May 2025, to
shareholders on the register as of 11 April 2025.
GOVERNANCE AND CULTURE
The Board places a strong emphasis
on good governance, as a cornerstone of long-term enterprise
success. We are committed to high standards of transparency,
accountability, and ethical conduct at every level of the
organisation. This is supported by a robust governance framework.
We conduct regular reviews of our governance processes, including
independent risk assessments, to ensure effective
oversight.
We recognise that good governance
goes beyond mere compliance. It is about creating a positive
and inclusive culture that aligns with our values and strategic
objectives. We strive to build an environment where employees
feel empowered to share their diverse perspectives and expertise.
This culture not only allows for personal growth, but also
contributes to the long-term sustainability of our
business.
The Board views leadership as a key
enabler of this culture and seeks to set the tone throughout
the organisation. In line with this, the Board uses a culture
dashboard to evaluate progress and impact. As our purpose and
values work for the enlarged Group is completed, the dashboard
will be updated.
This year, in line with the UK
Corporate Governance Code, the Board appointed an external
evaluator to review its effectiveness and performance. The overall
findings and tone of the report was positive and indicated that the
Board and its committees continued to operate effectively. The
Board will work to consider opportunities for incremental
improvements during the year ahead.
BOARD COMPOSITION AND SUCCESSION
Following significant changes in
2023, the composition of the Board has remained stable in
2024.
Sarah Gentleman, Senior Independent
Director, has exceeded her nine-year tenure on the Board.
The Nomination Committee has agreed to extend her
tenure in order to ensure continuity on the Board following the
combination with IW&I. Succession planning is always a
priority, and we will consider non-executive director succession
during 2025.
The Board has aligned its diversity
policy for appointments with the new targets outlined in the
Listing Rules and is proud to have met these objectives. As of the
end of 2024, our Board comprises four female directors out of nine,
exceeding the FTSE 350 commitment for female Board representation
set by the FTSE Women Leaders Initiative. We also continue to meet
the requirements of the Parker Review, with at least one director
from an ethnic minority background.
LOOKING AHEAD
The integration of IW&I is
progressing well. We are excited to build on the momentum of
2024 as we operate as a unified and cohesive business. Concluding
the integration in 2025 will mark a pivotal moment in our journey.
We remain confident that it will support growth and enhance
the propositions and investment output we can deliver to our
clients in 2025 and beyond.
On behalf of the Board, I would like
to express our sincere gratitude to our clients, shareholders,
colleagues, and wider stakeholders for your support and commitment
during this transformative year. Your continued trust and
engagement are invaluable and will remain so, as we navigate
Rathbones' next exciting phase of growth. We look forward to
achieving even greater milestones in Rathbones' illustrious 283
year history.
CLIVE C R BANNISTER
CHAIR
GROUP CHIEF EXECUTIVE OFFICER'S
REVIEW
HARNESSING OUR COMBINED STRENGTHS TO
DRIVE GROWTH
2024 IN REVIEW
2024 has been a very exciting year
for the Group as we began in earnest to bring Rathbones and
IW&I together as one combined business committed to helping our
clients achieve their longer-term financial goals. In an eventful
year, we attracted record gross inflows by leveraging our
enlarged platform and exceeded the 2024 synergy targets we set out
for the IW&I combination.
This year heralded an improvement in
investor sentiment after what was a challenging two years for
multi-asset investing. Asset values rebounded as interest rates
began to fall, and stronger economic fundamentals bedded in,
creating conditions that benefited our results. The UK Budget at
the end of October prompted a short-term increase in withdrawals of
funds by existing clients, but it also proved to be a catalyst that
created a welcome number of client investment enquiries and
advisory discussions.
Throughout the year, we have
continued to improve our services and investment processes, taking
advantage of the best that the Rathbones and IW&I teams have to
offer. The combination creates some significant future growth
opportunities and provides a pathway to greater innovation as ideas
are shared and acted upon. I am grateful for the efforts of all
teams around the Group who have helped us start 2025 in such a
strong position.
PERFORMANCE AND FLOWS
Funds
under management and administration (FUMA) managed by Rathbones
Group grew 3.7% in the year to £109.2 billion at 31 December
2024, despite the considerable agenda of internal change being
undertaken in the Group following the IW&I
combination.
Gross inflows across the combined
Group were strong at £12.1 billion (2023: £7.7 billion),
representing 11.5% of opening FUMA. Gross inflows in Rathbones
discretionary and managed propositions were £6.3 billion (2023:
£5.1 billion), and gross inflows in IW&I were resilient at £4.0
billion, taking account of the considerable time spent by client
facing teams to manage an extensive client consent
process.
Gross outflows of £13.5 billion
(2023: £8.5 billion) were elevated by accounts that we exited
following the completion of the migration of former Saunderson
House FUMA in July and outflows linked to a limited number of
investment manager departures in the IW&I business that
occurred prior to the announcement of the combination. After both
transactions, investment manager and financial planner attrition
has remained low. We also saw a short-term impact of elevated
outflows around the UK Budget as more clients looked to
redistribute wealth, crystallise capital gains or access their
pension wealth.
Flows in single strategy funds
continue to reflect the challenging market environment
for active asset managers with net outflows of £0.6
billion in the year (2023: net outflows of £0.5 billion), in
spite of the delivery of first or second quartile performance over
one and five years in our two largest funds, Rathbone Global
Opportunities and Rathbone Ethical Bond.
Market and investment performance
added £5.3 billion (2023: £5.1 billion) to Group FUMA in the year,
recognising that many benchmarks were difficult to beat. The
IW&I combination has presented us a unique opportunity to bring
together and strengthen our research capability and we are
continuing to improve our investment process by enhancing portfolio
analysis tools and portfolio construction resources. Further
information on performance and flows can be found in the Group
Chief Financial Officer's Review.
INTEGRATION UPDATE
The combination of Rathbones and
IW&I has made significant progress in 2024. The client consent
process is now largely complete such that we expect to migrate
almost all of the c.55,000 IW&I clients by the end of H1. To
date, 0.3% of clients have declined to migrate to Rathbones, and we
expect a small proportion of relationships to leave the Group where
we are unable to provide a suitable proposition. We continue to
place a high priority on maintaining client service levels and look
forward to welcoming clients fully onto the Rathbones platform in
the coming months. At the heart of our approach has been a focus on
maintaining service levels throughout the process.
We have delivered cost and revenue
synergies well ahead of our first year £15 million target, with
run-rate synergy realisation of £30.1 million at the end of 2024.
This was largely due to organisational changes and our property
consolidation programme being secured ahead of the planned
timeframe.
During the year, we consolidated all
offices where we had a dual presence - Birmingham, Cheltenham,
Exeter, Glasgow, Edinburgh, London, Bristol and Liverpool - and
have successfully completed the consolidation
of our property footprint that now operates in all
main UK wealth centres.
Completion of the client migration
in the first half of this year is the next main milestone for
synergy delivery, enabling at least 70% of the total £60 million to
be realised on a cumulative run-rate basis towards the end of 2025.
We remain confident in our ability to achieve all remaining
synergies by the end of 2026. At the time of the combination, we
expected the deal to be accretive to underlying EPS in the first
full year following the completion. This has been achieved with
underlying EPS of 161.6p (2023: 135.8p).
Combinations inevitably create
change, and this has been well supported by our colleagues,
harnessing the considerable talent across the Group.
We have completed nearly all key leadership appointments and
announced the majority of organisational design changes
necessary to establish our future operating model, with the
remainder set to complete this year. We continue to prioritise
business stability and the retention of key talent by
providing clear communication, addressing concerns, and fostering
an environment where our colleagues feel supported during this
period of change.
Operationally, the focus has been on
aligning systems, processes, and client service models to ensure
that we provide clients and advisors with a seamless experience
while preserving the best elements of both firms' cultures. The
enlarged Group has enhanced its investment and advice capabilities
and will look to leverage this in 2025, marking the end of a
multi-year journey that has significantly strengthened our
financial planning capabilities.
I am excited about the opportunities
ahead for our expanded Group as we embed our combined
infrastructure and look to build upon it.
FOCUSING ON GROWTH AND THE CLIENT/ADVISOR PROPOSITION
AND EXPERIENCE
Although much of our recent focus
has been on ensuring that the benefits of the combination are
realised, we have also taken some significant steps toward
improving organic growth rates.
We continue to believe that
relationship-led services are the best way to secure high quality,
resilient future revenues, so alongside our pursuit of efficiencies
to optimise delivery costs and enhancements to our investment
process, we are working to:
• Strengthen our marketing and
distribution capability
• Deliver more advice-led
conversations whilst working flexibly to provide investment only
services to third-party advisors
• Improve client choice with
services that meet their changing demands
• Leverage our extensive
strategic partner relationships
• Continue to grow Rathbones
Asset Management (RAM)
In September, we announced the
appointment of a new Chief Client Officer role. A key aspect of
this role will be to leverage our combined marketing expertise and
strengthen our brand presence. The newly formed Client Office will
ensure that Rathbones stands out more in a competitive
market, building both digital and face-to-face lead generation, as
well as improving the client experience by working with teams
across the business to orchestrate further improvements to our
already strong service reputation.
The team will also focus on key
target markets within the Private Client, Charity, and Independent
Financial Advisor (IFA) sectors through more targeted, data-driven
client prospecting. This approach will involve greater
collaboration across our teams and support sustained future organic
growth.
Over the past year, we have
restructured our Group Distribution team under our Chief
Distribution Officer with a goal to develop a strong,
client-centric distribution strategy, that not only boosts our
market presence but also fosters enduring relationships with
clients. We have implemented a cohesive approach across the Group,
establishing a channel-led, go-to-market strategy across Wealth
Management, Strategic Partnerships, Asset Management and Charities.
This segmentation will be robustly supported by dedicated sales
teams and improved sales enablement resources and advisor
journeys.
We recognise that clients and
advisors have many different preferences as to how to work with us
and we are responding to this by being able to offer the mix of
investment products and financial advice services that best meets
their needs. Recent transactions have created a team of 122
financial planners that are dedicated to meeting the increasingly
complex planning needs of our clients but we also have 678
dedicated investment managers. The combination gives us the
opportunity to blend these capabilities much more effectively
to increase the number of wealth-led
conversations we have with clients. We can
now allow employees to specialise in either discipline,
form larger combined teams, and benefit from training that
expands their qualifications to deepen client and advisor
relationships.
We understand the necessity to adapt
our current offerings in the IFA market to address the increasing
demand for high-quality service at a lower cost, amid ongoing
sector consolidation. Our multi-asset funds provide CPI targeted
solutions both directly and as part of our managed service, through
investment platforms and financial advisors, but will also support
the launch of an upgraded Managed Portfolio Service (MPS) for IFAs
in 2025, subject to regulatory approval.
We also intend to offer a
competitive decumulation offering in 2025, as well as a new
fund-based Charity Authorised Investment Fund (CAIF) solution,
specifically designed for Charities. Additionally, we are seeking
to establish an office in Dublin to offer investment solutions
through third-party advisors in the EU markets, subject to
regulatory approval.
Alongside our in-house financial
planning team, Vision Independent Financial Planning (Vision)
continues to play an integral role in our advice proposition, with
142 planners on the network. We value the strong relationship with
Vision and continue to leverage it as a key driver of flows. In
2025, Vision will continue to recruit new IFAs to its network
and Rathbones will continue to dedicate specialist sales and
bespoke relationship management capability to support the
network.
We continue to build referrals through our strategic partnership
with Investec Bank and have seen an encouraging amount of new
business coming through this channel as we develop this
relationship. We remain excited about the prospect of building our
dedicated service team to increase business development activity
and foster new and important client relationships.
Having a respected asset manager
in-house provides us with a distinct advantage, and RAM, with £15.8
billion in FUM, continues to grow and be highly regarded. The
long-standing tenure of our fund managers has contributed to
the growth and success of RAM over the years, with seven fund
managers each having more than 18 years of experience with
Rathbones. RAM remains an important part of the Group as we
look to leverage recent investment in distribution and systems to
broaden our fund range and extend its institutional
reach.
EMBRACING TECHNOLOGY
Our combination with IW&I has
presented a number of opportunities to refine how
we deploy applications into Rathbones, as we invest
in our technology infrastructure. The combination of our 'best
of both' chosen technology solutions, coupled with our people,
allows us to differentiate and deliver improved client services.
Development of client-facing technology in our business has been
well received by clients, with a digital satisfaction score of
8.3/10 in the most recent Alpha FMC survey, compared to an industry
benchmark of 8.0.
In addition to launching the
InvestCloud Client Lifecycle Management (CLM) system earlier
this year, we also deployed common financial planning,
intermediated distribution, and marketing software systems across
the combined Group. We will continue
to launch tactical enhancements to CLM throughout
2025.
During the second half of 2024, we
migrated Rathbones custody, settlement and investment systems into
the Cloud. This was a major undertaking but has made our core
books of record and portfolio management solutions more resilient
and future proof, ready for the upcoming migration of IW&I
clients onto the platform.
In addition, we are now receiving
technology services from Investec Bank via an outsourced service
agreement, enabling us to leverage improved capabilities in a
scalable delivery model. This sits alongside further development of
data and analytics capabilities, to support decision-making and
drive greater insight.
Embracing technology alongside our
people will support the achievement of our strategic goals.
Technology and application development will continue to progress in
2025 as part of our normal change and development agenda. Ongoing
investment will include the selected application of AI, robotic
processing and data management tools to improve efficiency and
client service.
OUR
PEOPLE
We must recognise the hard work and
commitment of our colleagues during this significant period of
change and transition for the business. This year has brought
both challenges and opportunities as we have navigated a
transformative combination, requiring us to adapt to new
structures, systems, and ways of working.
After completing an extensive
consultation process, we are now in a strong position to embed new
organisational designs across the business that support both
growth and efficiency. The professionalism shown
by our teams in embracing these changes and contributing
to the successful integration of both businesses has been truly
remarkable.
We have made great strides in
supporting the well-being of our colleagues, enhancing our
family-friendly policies, expanding diversity, equality and
inclusion (DE&I) initiatives, aligning benefits across the
Group (including offering Rathbones share schemes to IW&I
colleagues as part of their overall remuneration),
and improving overall employee support.
I understand that this transition
has asked a great deal of everyone, and I, along with the entire
leadership team would like to express our gratitude for
everything our colleagues have contributed during this pivotal
time.
RESPONSIBLE BUSINESS
Considering our increased size
following the combination, we continue to respond to heightened
expectations from our stakeholders. As a larger Group, we reaffirm
our commitment to generating long-term value, benefiting society
and actively mitigating any adverse impacts our activities may have
on the environment and our communities. In 2024, we have
worked to update our approach to responsible business and we will
share our updated framework in our 2024 reports over the coming
months. The combination has enabled us to undertake some exciting
initiatives that support the delivery of our future
ambition.
RISK MANAGEMENT AND REGULATION
Our risk management framework and
risk processes are well established and have further matured during
2024, through the embedding of risk software where we collate and
analyse our risks. Our risk landscape throughout the year reflected
external economic and political factors, as well as internal
strategic changes relating to our digital transformation and the
integration with IW&I. Conflicts overseas and the election
outcomes in the UK and US have been monitored closely by our
investment teams. We continue to embed our approach towards
Consumer Duty, and the principles of fairness and transparency have
underpinned our approach to the integration
of IW&I.
From an internal perspective, change
risk has been monitored carefully in 2024, particularly as people
and process risks have come to the fore in the latter half of the
year as integration activities gathered momentum. These risks
will remain in 2025 and our focus will be unrelenting in order
to ensure that clients can continue to be reassured by our ongoing
strong oversight of controls and processes.
As we mentioned in our interim
update, pension risk exposure has reduced as a result
of action taken by the pension scheme trustees to complete a
full buy-in process, thereby insuring away all future liabilities
of our defined benefit schemes.
OUTLOOK FOR 2025
Rathbones
remains well-equipped to navigate the challenges associated with
industry change and the potential impacts of geopolitical
instability on investment markets. Alongside initiatives to enhance
our services to clients and improve organic growth rates, our
priorities for 2025 include completing the migration of
IW&I clients and fully integrating our businesses onto one
platform.
We are making good progress towards
delivering an underlying operating margin of 30%, and
notwithstanding the additional headwinds that have arisen since we
set out this target (including ongoing inflationary pressures
and the estimated additional annual cost of £7 million of National
Insurance Contributions from April 2025), we continue to work
towards the delivery of this on a run-rate basis from three years
following completion of the IW&I transaction (September
2026). Further detail on our path to achieving this
can be found in the Group Chief Financial
Officer's Review.
I would like to thank all colleagues
and stakeholders for their continued commitment and support
throughout what has been a transformative year. We look forward to
further building a sustainable and profitable business together in
the years to come.
PAUL STOCKTON
GROUP CHIEF EXECUTIVE
OFFICER
GROUP CHIEF FINANCIAL OFFICER'S
REVIEW
EMBRACING CHANGE, CREATING
VALUE
2024 is the first full financial
year following the combination with Investec Wealth &
Investment UK (IW&I). The increases in operating income, profit
and earnings per share that we report this year reflect both the
strength of the underlying business, the benefits of the
combination and the extent to which our delivery of the related
synergies has exceeded the targets we set for 2024.
Total synergies delivered at 31
December 2024 amount to £30.1 million on an
annualised run‑rate basis. This represents 50% of our overall
synergy target and is well ahead of the £15 million originally
expected for this stage in the integration process, reflecting
the organisational and property changes that we have been able to
deliver earlier than planned. The synergies delivered in 2024 have
arisen over the course of the year, resulting in an overall benefit
to 2024 operating profit of £24.6
million.
We remain confident that we will deliver the full £60.0
million of synergies in line with the timeframe that we committed
to at the time we announced the transaction. We remain focused on
maximising our overall synergy delivery, in addition to
maintaining a high degree of cost discipline across the
Group.
The costs of delivering the
integration, which are reported as non-underlying costs, remain
in line with our expectations. We remain confident that we
will complete the integration within our original timeframe and
overall cost guidance.
In addition to synergy realisation,
business performance benefited from higher levels of Funds Under
Management and Administration (FUMA), which increased by 3.7%
during the year to £109.2 billion on 31 December 2024 (2023: £105.3
billion).
TABLE 1. GROUP'S OVERALL PERFORMANCE
|
|
|
|
2024
|
2023
|
|
£m (unless
stated)
|
£m
(unless stated)
|
Operating income
|
895.9
|
571.1
|
Underlying operating
expenses¹
|
(668.3)
|
(444.0)
|
Underlying profit before
tax¹
|
227.6
|
127.1
|
Underlying operating
margin¹
|
25.4%
|
22.3%
|
Profit before tax
|
99.6
|
57.6
|
Effective tax rate
|
34.2%
|
34.9%
|
Taxation
|
(34.1)
|
(20.1)
|
Profit after tax
|
65.5
|
37.5
|
Underlying earnings per
share¹
|
161.6p
|
135.8p
|
Earnings per share
|
63.0p
|
52.6p
|
Dividend per share²
|
93.0p
|
87.0p
|
Return on capital employed
(ROCE)
|
4.8%
|
4.9%
|
Underlying return on capital
employed¹
|
12.0%
|
12.1%
|
1. Reconcliation between
the measure stated and its closest IFRS equivalent is shown in
table 4
2. The total interim and
final dividend proposed for the financial year
Our ambition is set firmly on
growing our underlying operating margin. We have made significant
progress this year with our margin increasing to 25.4% for 2024
from 22.3% in2023 as we continue to realise the benefits
of our increased scale.
We have maintained a strong capital
base throughout the year as we work through the integration of
IW&I and remain committed to our progressive dividend policy.
The Board is recommending a total dividend for the year of 93.0p
per share (2023: 87.0p per share), an increase of 6.9%. Our
policy recognises that this year's dividend is uncovered at
statutory profit level. However, this reflects the effect of
integration costs that will fall away in future
years.
Our results for 2024 include the
contribution of IW&I for the full financial year. The
comparative figures for 2023 include three months of
IW&I's contribution from 1 October 2023, reflecting the
timing of the completion of the combination.
The movements in income and costs
relative to the prior year therefore largely reflect the
additional nine months of IW&I's contribution in 2024
relative to 2023.
Operating income increased by 56.9%
to £895.9 million (2023: £571.1 million), of which
IW&I contributed £364.5 million (2023: £87.9 million)
and the legacy Rathbones Group contributed £531.4 million
(2023: £483.2 million). Investment management and asset management
fees benefited from higher levels of FUMA, which increased by
3.7% to £109.2 billion during the year.
Interest income increased steadily
over the course of the prior year as interest rates rose. The
benefit of the higher level of this income at the end of 2023
was carried into 2024 and mostly maintained throughout the
year.
Net interest income contributed
£63.9 million to operating income in 2024 (2023:
£51.7 million). This income relates mainly to the legacy
Rathbones Group, as IW&I does not hold banking deposits on its
own balance sheet.
Interest relating to client money
deposits within IW&I, which increased during the year due to
the benefit of a full year of higher interest rates, is recognised
within other income. This will be reported as net interest
income following the migration of IW&I into Rathbones
Investment Management.
Commission income improved as a
result of higher transaction volumes relative to the prior year. In
particular, we saw an unseasonal up-tick in volumes around the time
of the UK Autumn Budget due to a greater propensity to crystallise
capital gains ahead of the tax changes anticipated in the
Budget.
Underlying operating expenses
increased as a result of the inclusion of a full year of the
IW&I cost base, net of the benefit of synergies delivered
during the year. Expenditure was driven higher by the effects of
inflation and related salary increases, which averaged 3.6% and
took effect from April (Rathbones) and June (IW&I). Employee
costs in 2024 also reflect a full year of the cost of the headcount
recruited during 2023. Variable remuneration increased as a result
of income growth.
Total headcount includes 101 heads
(measured on a full-time equivalent basis) at 31 December 2024 who
are dedicated entirely to the IW&I integration project and
whose costs form part of the costs to achieve the integration,
which are reported as non-underlying costs. Technology costs
increased as we develop and enhance our systems across
the business, including our client service, operational and
data infrastructure capabilities. A portion of the increase is
short-term as we implement outsourcing of certain
services.
The 2024 FSCS levy of £4.4 million
was expensed in full during the first half of 2024. The cost
for the year represents an increase of £3.8 million
relative to the prior year, inclusive of the levy relating to
IW&I. The levy in the prior year was
suppressed as a result of the FSCS utilising existing
surpluses.
The underlying operating margin, which is calculated as
the ratio of underlying profit before tax to operating income,
improved to 25.4% (2023: 22.3%). This increase represents a
significant step towards our target of delivering a margin in
excess of 30% from September 2026, being three years following the
completion of the IW&I transaction.
The InvestCloud Client Lifecycle
Management system (CLM) was launched into the business in June
2024. Operating expenses for the year include £14.7 million in
relation to this system. Total investment during the current and
previous financial years up to the point of launch amounted to £45
million, in line with our previous guidance.
Underlying profit before tax, which
is net of the CLM costs referred to above, was £227.6 million
for the year ended 31 December 2024 (2023: £127.1million),
representing an increase of 79.1%
Costs directly related to the
integration of IW&I, net of £16.9 million of credits arising on
the disposal of 8 Finsbury Circus, amounted to £75.5 million during
the year (2023: £36.5 million), which is in line with
our guidance.
These costs are reported within
non-underlying costs, which also include amortisation of intangible
assets of £44.6 million and acquisition costs of £7.9 million
(2023: £6.8 million) relating to deferred consideration payable
for the Saunderson House acquisition.
Statutory profit before tax
increased by 72.9% to £99.6 million for the year (2023: £57.6
million), after expensing amortisation of client relationship
intangible assets of £44.6 million (2023: 25.2 million) and
integration related costs of £83.4 million (2023: £44.3 million
acquisition-related and integration costs).
The effective rate of tax reduced to
34.2% for the year (2023: 34.9%). The prior year rate was
elevated by the effect of disallowable costs relating to the
IW&I transaction. Whilst these costs were specific to the
transaction and have not recurred in the current year, the
effective tax rate for 2024 has been elevated by
certain non-underlying integration costs along with the
statutory rate of 25.0% applying for the full financial year. Once
the integration of IW&I has been completed, we expect the
effective tax rate to run at an average of 2 to 3 percentage points
above the statutory rate, reflecting normal levels of disallowable
costs.
The Board considers underlying and
statutory measures of income, expenditure and earnings when
assessing the performance of the Group. The underlying balances are
considered to provide useful information on business performance,
rather than reviewing results on a statutory basis only. These
measures are also widely used by research analysts covering the
Group.
OUTLOOK AND GUIDANCE
The Group's recurring fee income and
overall financial performance remains closely linked to the level
of FUMA and therefore the direction of global investment markets.
Markets have had a positive impact on FUMA during the year but FUMA
and performance remain sensitive to future movements, including
those driven by continuing levels of uncertainty in the economic
and geopolitical environment.
The reduction in the rate of UK
inflation during the year is welcome and we remain focused on
ensuring a high degree of discipline in managing our
cost base. While 2025 will see a full year of the 2024
annual salary reviews, we expect salary inflation to be lower
in 2025 at around 2%.
The lower rate of inflation has led
to reductions in central bank interest rates during the second half
of 2024. These reductions have so far had a relatively small impact
on net interest income, due to the effect on interest earned and
interest paid to clients being broadly matched. Should further
reductions materialise in 2025 in line with market expectations, we
expect to see a modest reduction in our net interest margin,
albeit that may be more than offset by higher fee revenues in
the event that equity prices react positively to rate reductions
materialising.
The UK government announced an
increase in the rate of employers' National Insurance
Contributions (NIC) in its Autumn Budget, which will take
effect in April 2025. The changes announced will increase NIC costs
by around £7.0 million per annum from April 2025,
based on current levels of remuneration
and headcount.
Headcount is expected to reduce over
the course of 2025. This reduction will principally result from
synergy delivery, along with ongoing cost
discipline.
We are making good progress towards
delivering an underlying operating margin of 30% from
September 2026, notwithstanding the additional headwinds that have
arisen since we set out this target, which include ongoing
inflationary pressures and the estimated impact of
NlCs from April 2025. Delivery of this will be on a run-rate
basis from three years following completion of the IW&I
transaction, i.e. September 2026.
This margin growth will be
underpinned by a combination of:
- Modest market growth in line with inflation
- A return to
organic net inflows, supported by growth in advice, refreshed
marketing and distribution capabilities and growth in
our Asset Management business
- Ongoing cost
discipline, in what we expect to be a more normalised
inflationary environment
- Synergy delivery
in line with guidance.
We expect the improvement in the
underlying operating margin to arise mostly during 2026, with a
more modest improvement in 2025. This principally reflects the
timing of further synergy benefits, which will be weighted towards
the second half of the 2025 financial year, when the cost savings
which are linked to the migration to a single operating
platform will materialise and we work towards IW&I ceasing to
run as a separate, regulated entity. Performance in 2025 will
also reflect the increase in NIC costs and a full year of the 2024
salary reviews, which were undertaken in the higher
inflationary environment. We also expect to see a flatter
seasonal spike in transaction-based commission income in March 2025
as a result of the additional activity that arose on client
portfolios ahead of the 2024 Autumn Budget.
We expect to see growth in advice
revenues in 2025 as a result of increased advisor capacity
following completion of the Saunderson House migration and our
continuing focus on advice, along with increased demand following
the taxation changes announced in the 2024 Autumn Budget. Net
interest income will benefit from the delivery of revenue synergies
in the second half of 2025 following the IW&I client migration,
with net interest margins expected to see only a modest impact from
the reductions in central bank rates that are anticipated. We
will be focused on our growth agenda in 2025 to drive improved net
flows.
Delivering sustainable value to our
shareholders and maintaining a disciplined and efficient approach
to managing shareholder capital is of the highest
importance to the Board. The Group
continues to maintain a robust capital base, with a surplus of
capital above the regulatory minimum of £207.2 million at 31
December 2024 (prior to taking into account the proposed final
dividend for the year) which supports strategic investment, the
ongoing integration of the IW&I business and our
progressive dividend policy.
The business remains highly cash
generative and we expect to see a further increase in
cash generation once the integration of IW&I
is complete and we see the full benefits of the combination
synergies. As such, we will review our capital allocation policy,
including an evaluation of our capacity for surplus returns,
following the migration of IW&I onto a single operating
platform later this year.
FINANCIAL PERFORMANCE
BUSINESS PERFORMANCE: FUNDS UNDER MANAGEMENT
AND ADMINISTRATION (FUMA)
Total Group FUMA increased by 3.7%
during the year to reach £109.2 billion at 31 December 2024 (2023:
£105.3 billion). The increase is driven predominantly by the effect
of positive market movements.
The Group continued to drive strong
gross inflows across both the Wealth Management and Asset
Management segments. However, outflows remained elevated,
reflecting both the economic backdrop and specific factors.
Consequently, the Group reported net outflows of £1.4 billion
for the year.
FUMA for the Wealth Management
segment increased by 3.3% during the year. Gross inflows were
strong, increasing by 76.4% relative to the prior year and reaching
record levels in the final quarter of the financial year as the
business continued to drive new business flows despite IW&I
investment teams committing significant time to undertaking the
client consent process.
Rathbones discretionary and managed
services delivered net inflows of £1.0 billion, representing
an annual growth rate of 2.0% (2023: 1.5%). This reflects
gross inflows of £6.3 billion, an increase of 23.5% relative to
2023, as the business continued to drive strong levels of new
business. In addition to new business flows, Rathbones
discretionary and managed FUMA benefited from the final
migration of Saunderson House client assets into Rathbones
investment solutions. IW&I contributed £4.0 billion (2023:
£0.8 billion) of gross inflows during the year. After taking
account of elevated gross outflows, IW&I reported net outflows
for the year of £1.0 billion (2023: £0.3 billion).
Gross outflows within the Wealth
Management segment remained elevated throughout the year. This
reflected the continuing general economic backdrop of higher
interest rates and the increased cost of living, which has driven
existing clients to partially withdraw funds from their portfolios.
In addition, IW&I experienced expected outflows relating
to Investment Managers who left the business prior to the
announcement of the combination. Investment Manager turnover since
then has remained low. The level of these outflows reduced over the
course of the year, with those in the final quarter being
the lowest level for any quarter of the year. The migration of
former Saunderson House FUMA into Rathbones investment solutions
was completed during the year. Associated outflows of £0.5 billion
included £0.2 billion of FUMA relating to clients who did not
complete the consent process. Wealth Management outflows were also
somewhat elevated in the short term as a result of some net
withdrawals of funds by existing clients around the time
of the UK government's Autumn Budget.
The Asset Management segment
reported net inflows of £0.6 billion (2023: £1.5
billion) for the year, representing a rate of net
growth of 4.3% (2023: 13.7%). The segment
was affected by the challenging market environment that has
continued to impact the UK asset management industry, where
substantial withdrawals from UK funds has continued across the
sector. Our single strategy funds were not immune from this
backdrop, but showed relative resilience with net outflows
of £0.6 billion for the year (2023: £0.5 billion outflow),
representing 8.1% of opening FUMA (2023: 8.5%). These outflows were partially offset by
investment performance. Multi-asset funds
continued to deliver net inflows, inclusive of intra-group
holdings, of £1.2 billion (2023:
£2.1 billion). When adjusted for intra-group holdings, net inflows
amounting to £0.2 million for the year
(2023: £0.3 million), represented annual growth of 7.7% (2023:
13.8%) net of intra-group holdings. Asset Management
FUMA increased by 14.5% for the year overall.
Table 2 presents Group FUMA by
Wealth Management and Asset Management segment with associated
intra-group holdings. Wealth Management FUMA incorporates our core
bespoke discretionary portfolio and managed portfolio services. It
also includes direct sales into our range of risk-targeted
multi-asset funds, which are designed to be used as wealth
management solutions for both our direct clients and those of
investment platforms and financial advisors. Asset Management FUMA
includes our focused range of specialist 'single-strategy' funds,
which are designed to act as individual holdings within investment
portfolios.
TABLE 2. SEGMENT FUMA
|
Year ended 31 December
2024
|
Wealth
Management £bn
|
Asset
Management
£bn
|
Intra-group holdings
£bn
|
Group FUMA
£bn
|
Opening FUMA
|
96.1
|
13.8
|
(4.6)
|
105.3
|
Gross Inflows
|
9.7
|
4.4
|
(2.0)
|
12.1
|
Gross Outflows
|
(10.7)
|
(3.8)
|
1.0
|
(13.5)
|
Net Flows
|
(1.0)
|
0.6
|
(1.0)
|
(1.4)
|
Market, Investment Performance &
Transfers
|
4.2
|
1.4
|
(0.3)
|
5.3
|
Closing FUMA
|
99.3
|
15.8
|
(5.9)
|
109.2
|
Table 3 presents separately the FUMA
and associated movements in those services and products which
support our wealth management propositions.
TABLE 3. BREAKDOWN OF FUMA AND FLOWS BY SERVICE
LEVEL
|
31 December 2024
|
Opening
FUMA
£bn
|
Gross
inflows
£bn
|
Gross
outflows £bn
|
Net
flows
£bn
|
Transfers
£bn
|
SHL
migrated assets
£bn
|
Market
&
investment
performance
£bn
|
Closing
FUMA
£bn
|
Net
growth
(flows)
%
|
Rathbones Investment
Management
|
48.8
|
5.3
|
(4.5)
|
0.8
|
-
|
1.2
|
2.1
|
52.9
|
1.7%
|
Bespoke portfolios
|
45.0
|
4.7
|
(4.1)
|
0.6
|
(0.4)
|
0.8
|
1.8
|
47.8
|
1.4%
|
Managed via in-house
funds
|
3.8
|
0.6
|
(0.4)
|
0.2
|
0.4
|
0.4
|
0.3
|
5.1
|
5.1%
|
Multi-asset funds
|
2.5
|
1.0
|
(0.8)
|
0.2
|
0.1
|
-
|
0.3
|
3.1
|
7.7%
|
Rathbones discretionary and
managed
|
51.3
|
6.3
|
(5.3)
|
1.0
|
0.1
|
1.2
|
2.4
|
56.0
|
2.0%
|
Non-discretionary service
|
0.7
|
-
|
-
|
-
|
-
|
-
|
-
|
0.7
|
(2.9)%
|
IW&I
|
42.3
|
4.0
|
(5.0)
|
(1.0)
|
(0.3)
|
-
|
2.0
|
43.0
|
(2.5)%
|
Saunderson House
|
1.6
|
0.1
|
(0.5)
|
(0.4)
|
-
|
(1.2)
|
-
|
-
|
(26.8)%
|
Single-strategy funds
|
6.7
|
1.3
|
(1.9)
|
(0.6)
|
-
|
-
|
0.7
|
6.8
|
(8.1)%
|
Execution only and
banking
|
2.7
|
0.4
|
(0.8)
|
(0.4)
|
0.2
|
-
|
0.2
|
2.7
|
(14.5)%
|
Total Group
|
105.3
|
12.1
|
(13.5)
|
(1.4)
|
-
|
-
|
5.3
|
109.2
|
(1.3)%
|
31 December 2023
|
Opening
FUMA - proforma basis
£bn
|
Gross
inflows £bn
|
Gross
outflows £bn
|
Net
flows
£bn
|
Transfers
£bn
|
SHL
migrated assets
£bn
|
Market
&
investment
performance
£bn
|
Closing
FUMA
£bn
|
Net
growth
(flows)
%
|
Rathbones Investment
Management
|
44.3
|
4.2
|
(3.8)
|
0.4
|
(0.2)
|
2.4
|
1.9
|
48.8
|
0.9%
|
Bespoke portfolios
|
42.9
|
3.8
|
(3.5)
|
0.3
|
(0.9)
|
1.1
|
1.6
|
45.0
|
0.6%
|
Managed via in-house
funds
|
1.4
|
0.4
|
(0.3)
|
0.1
|
0.7
|
1.3
|
0.3
|
3.8
|
10.1%
|
Multi-asset funds
|
2.2
|
0.9
|
(0.6)
|
0.3
|
-
|
-
|
-
|
2.5
|
13.8%
|
Rathbones discretionary and
managed
|
46.5
|
5.1
|
(4.4)
|
0.7
|
(0.2)
|
2.4
|
1.9
|
51.3
|
1.5%
|
Non-discretionary service
|
0.7
|
0.1
|
(0.1)
|
-
|
(0.1)
|
-
|
0.1
|
0.7
|
(2.9)%
|
IW&I1
|
40.8
|
0.8
|
(1.1)
|
(0.3)
|
(0.1)
|
-
|
1.9
|
42.3
|
(0.8)%
|
Saunderson House
|
4.1
|
0.1
|
(0.5)
|
(0.4)
|
-
|
(2.4)
|
0.3
|
1.6
|
(9.5)%
|
Single-strategy funds
|
6.5
|
1.3
|
(1.8)
|
(0.5)
|
-
|
-
|
0.7
|
6.7
|
(8.5)%
|
Execution only and
banking
|
2.4
|
0.3
|
(0.6)
|
(0.3)
|
0.4
|
-
|
0.2
|
2.7
|
(10.4)%
|
Total Group
|
101.0
|
7.7
|
(8.5)
|
(0.8)
|
-
|
-
|
5.1
|
105.3
|
(0.8)%
|
1. 2023 Group FUMA and
flows by service level has been prepared on a proforma basis,
opening FUMA has been uplifted by £40.8 billion to include IW&I
FUMA acquired with effect from 30 September 2023
|
OPERATING INCOME
Operating income increased by £324.8
million in 2024 to £895.9 million, reflecting a full year
of IW&I income in addition to the factors which have
driven income growth set out below.
Recurring fee income benefited from
higher average FUMA and the increasing revenue synergies resulting
from the continuing migration of former Saunderson House FUMA into
Rathbones investment management and asset management solutions.
Transaction-based commission income was driven higher as volumes
returned to expected levels during the year. In addition, there was
a marked increase in trading volumes around the UK
government's Autumn Budget as clients opted to crystallise capital
gains ahead of an anticipated increase in the rate of capital gains
tax.
Advice fees progressed relative to
the prior year, albeit partly subdued by the time committed by
advisors to the completion of the migration of Saunderson House
clients and assets during the year. The first reductions in the UK
base rate had only a marginal adverse impact on net interest income
relative to the benefit of the run rate this income reached at the
end of 2023 continuing into 2024.
OPERATING EXPENSES
Operating expenses of
£796.3 million (2023:
£513.5 million) comprise the underlying
operating expenses discussed below, together with non-underlying
operating expenses.
Underlying operating expenses
increased by £224.3 million to £668.3 million (2023:
£444.0 million), an increase of 50.5%,
reflecting the impact of a full year of IW&I operating
expenditure, net of the benefit of realised cost synergies relating
to the IW&I combination.
Underlying staff costs increased to
£464.6 million (2023: £313.6 million) reflecting inflationary
pay rises which averaged 3.6% and took effect in April, other
than for the IW&I business which retained its June salary
review date for 2024. The increase also reflects a full year of
costs in relation to 2023 recruitment. Variable remuneration
increased as a result of revenue growth.
Underlying non-staff costs increased
to £203.7 million (2023: £130.4 million). Inflation drove
most cost lines higher relative to the prior year. Other
factors relevant to the increase include the outsourcing of
certain technology services to Investec Group (with a related
reduction in headcount and staff costs) which was agreed under the
terms of the combination with IW&I. Transaction-based costs
increased in line with trading volumes. Legal & professional
fees increased largely due to regulatory related
activities. FSCS levy costs were suppressed
in the prior year as a result of the one-off benefit of the FSCS
utilising existing surpluses. Levy costs normalised in the year,
increasing by £1.8 million. In addition to this, £2.0 million was
incurred in IW&I (2023: £nil).
Underlying non-staff costs includes
the investment in our InvestCloud Client Lifecycle Management (CLM)
system which was launched into the business in June 2024.
Development expenditure during the year up to the point of launch
amounted to £14.7
million, bringing
our total investment to £45.0 million, in
line with our previous guidance.
TABLE 4. RECONCILIATION OF UNDERLYING PERFORMANCE MEASURES TO
CLOSEST EQUIVALENT IFRS MEASURES
|
|
|
2024
|
2023
|
|
|
£m (unless
stated)
|
£m (unless
stated)
|
Operating income
|
|
895.9
|
571.1
|
Underlying operating
expenses
|
|
(668.3)
|
(444.0)
|
Underlying profit before
tax1
|
|
227.6
|
127.1
|
Charges in relation to client
relationships and goodwill
|
|
(44.6)
|
(25.2)
|
Acquisition-related and integration
costs
|
|
(83.4)
|
(44.3)
|
Profit before tax
|
|
99.6
|
57.6
|
Taxation
|
|
(34.1)
|
(20.1)
|
Profit after tax
|
|
65.5
|
37.5
|
Operating margin
|
|
11.1%
|
10.1%
|
Underlying operating
margin2
|
|
25.4%
|
22.3%
|
Weighted average number of shares in
issue
|
|
103.7
|
71.3
|
Earnings per share (p)
|
|
63.0p
|
52.6p
|
Underlying earnings per share
(p)3
|
|
161.6p
|
135.8p
|
Monthly average total
equity
|
|
1,363.5
|
787.9
|
Underlying monthly average total
equity4
|
|
1,401.0
|
798.5
|
ROCE5
|
|
4.8%
|
4.9%
|
Underlying
ROCE6
|
|
12.0%
|
12.1%
|
1. Operating income less
underlying operating expenses
2. Underlying profit
before tax as a percentage of operating income
3. Underlying profit
after tax divided by the weighted average number of shares in
issue
4. Monthly average
equity adjusted for underlying operating expenses
5. Profit after tax as a
percentage of monthly average total equity
6. Underlying profit
after tax as a percentage of underlying monthly average total
equity
|
ALTERNATIVE PERFORMANCE MEASURES
Alternative Performance Measures
(APMs) are a financial measure of historical or future financial
performance, financial position, or cash flow, other than a
financial measure under IFRS.
Charges in relation to client
relationships and goodwill (note 8)
As
explained in notes 1.14 and 2.1, client relationship intangible
assets are recognised when the Group acquires a business or
investment management contracts as a result of the recruitment
of experienced investment managers who have the capability to
attract significant FUMA to the Group.
These intangible assets are
amortised over the expected duration of the respective client
relationships. Amortisation of £44.6 million has been charged to
the income statement (2023: £25.2 million). This represents a
significant non-cash profit and loss item which is excluded from
underlying profit in order to present an alternative measure that
represents largely cash-based results of the financial reporting
period. Research analysts commonly exclude these amortisation costs
when comparing the performance of firms in the wealth management
industry.
Acquisition-related and integration
costs (note 5)
Acquisition and
integration-related costs are significant non-recurring costs that
arise from strategic investments and corporate transactions to grow
the business rather than from the business' operating activities,
and are therefore excluded from underlying results.
These costs primarily comprise
professional fees directly related to the execution of the relevant
transaction, certain elements of deferred consideration payable to
the vendors of acquired businesses that are conditional upon their
continued employment with the Group, and the non‑recurring costs of
integrating the acquired businesses with those of the existing
Group.
During 2024, £75.5 million of
integration costs (2023: £36.5 million, acquisition and integration
related) have been incurred in relation to the IW&I
integration. This comprised £48.3 million of integration related
staff costs (2023: £6.2 million), and £27.2 million of integration
costs (2023: £9.0 million), which form part of the total expected
costs to deliver the integration and achieve the related
synergies. Acquisition related legal and professional costs of
£21.3 million were incurred in the prior year relating to the
execution of the transaction. No acquisition-related legal and
professional costs were recognised as non-underlying costs in
2024.
As part of the process of
integrating IW&I with the existing Rathbones Group, certain
leasehold properties were planned to vacate earlier than their
respective lease expiry dates. During the year ended 31 December
2023, the useful economic lives of these properties' right-of-use
assets and their fixtures and fittings were revised to reflect
those expected dates of vacation. Consequently, in 2023, the
assets' residual values were calculated and their depreciable
amounts restated. As a result of the reduced useful economic lives
of those assets, accelerated depreciation charges were recognised
from the date of the combination to the respective dates the
properties are expected to be vacated. All properties were
vacated as planned over the course of 2024. This has therefore
resulted in higher depreciation charges during the year ended 31
December 2024 than would have been the case had the useful economic
lives of the property-related assets not reduced. With a small
number of exceptions, the vacated properties have been disposed of
either via sublet, assignment or early surrender, which is
favourable against the original anticipated costs of achieving
property integration. At 31 December 2024, the two remaining vacant
leasehold properties have been reviewed for impairment to determine
whether their carrying amounts are supported by their recoverable
amounts, and impairment charges have been recognised as
appropriate.
As a result, the Group recognised
£5.6 million in relation to accelerated depreciation and impairment
charges on property assets during the year. Other associated costs
of vacating these properties of £3.0 million have also been
recognised. These costs represent additional non-recurring costs in
excess of the normal ongoing operating costs incurred in relation
to the Group's properties and were recognised as non-underlying
operating expenses and are therefore not included within underlying
operating profit. In addition to this, a net credit to profit or
loss of £4.4 million was recognised during the year in
relation to the lease assignment of 8 Finsbury Circus (see
note 9 for further detail) within non-underlying operating
expenses. These balances form part of the total acquisition and
integration costs of £75.5 million referred
to above.
Deferred consideration
Deferred consideration costs are
significant payments that form part of the total consideration
payable under the terms of the acquisition agreement and are
considered to be capital in nature, reflecting the cost to acquire
the business and the transfer of its ownership. However, in
accordance with IFRS 2, any deferred consideration that is payable
to former shareholders of the acquired business who are required to
remain in employment with the Group for a certain period must be
treated as remuneration and expensed to the income statement over
the period to which the employment condition applies.
£3.3 million of deferred
consideration payments (2023: £3.9 million) and £4.6 million of
integration costs (2023: £2.9 million) were charged to the income
statement during 2024 in relation to the acquisition of Saunderson
House. In 2023, £1.0 million of deferred consideration
payments were charged to the income statement in relation to the
acquisition of Speirs and Jeffrey, with no further charges
recognised in 2024.
TAXATION
The corporation tax charge for 2024
was £34.1 million (2023: £20.1 million) (see note 6).
The effective tax rate reduced to 34.2% in 2024 (2023: 34.9%).
The effective tax rate reflects both an increase in the
average statutory rate for the year to 25.0% (2023: 23.5%) as a
result of 2024 being the first full financial year following
the increase in the statutory rate to 25.0%, and the impact of
disallowable legal and professional costs incurred in relation to
the relocation of our London premises from Finsbury Circus to
Gresham Street.
Once the integration of IW&I has
been completed, the effective tax rate is expected to be 2 to 3
percentage points above the statutory rate as a result of normal
levels of disallowable costs.
BASIC EARNINGS PER SHARE
Basic earnings per share for the
year ended 31 December 2024 were 63.0p (2023: 52.6p).
The increase in the year reflects the benefit to statutory
profit after tax of the IW&I combination, with 2024 being the
first full financial year of the combined business, and the benefit
of the synergies delivered during the year.
On an underlying basis, basic
earnings per share were 161.6p in 2024, compared to 135.8p in 2023
(see note 12). The increase in the year is similarly due to
increased underlying profit after tax resulting from the IW&I
combination, partially offset by the increased number of shares in
issue.
RETURN ON CAPITAL EMPLOYED
The Board monitors the underlying
return on capital employed (ROCE) as a key performance measure. For
monitoring purposes, underlying ROCE is defined as underlying
profit after tax expressed as a percentage of underlying monthly
average total equity across the year.
Assessment of underlying return on
capital is a key consideration for all investment decisions,
particularly in relation to acquired growth.
In 2024, underlying ROCE was 12.0%
(2023: 12.1%). Underlying average total equity increased by £602.5
million in 2024 compared to 2023, reflecting the full year of the
higher capital base that resulted from the combination. The
marginal reduction in ROCE in 2024 reflects this higher capital
base that has applied throughout the year relative to the partial
delivery of the overall synergy target during the year.
Statutory ROCE was 4.8% in 2024 (2023: 4.9%). In
addition, the average statutory rate of corporation tax increased
to 25.0% in 2024 (2023: 23.5%), reducing ROCE by 0.2 percentage
points.
SEGMENTAL REVIEW
The Group operates through two
segments: Wealth Management and Asset Management.
TABLE 5. RECONCILIATION OF FUMA BY SERVICE LEVELS TO SEGMENTAL
PRESENTATION AS AT 31 DECEMBER 2024
|
|
Wealth
Management
FUMA
(including
intra-group
holdings)
£bn
|
Intra-group
holdings1
£bn
|
Wealth
Management
FUMA
£bn
|
Asset
Management
FUMA
£bn
|
Group
FUMA
£bn
|
Rathbones Investment
Management
|
52.9
|
(5.7)
|
47.2
|
5.7
|
52.9
|
Bespoke portfolios
|
47.8
|
(0.7)
|
47.1
|
0.7
|
47.8
|
Managed via in-house
funds
|
5.1
|
(5.0)
|
0.1
|
5.0
|
5.1
|
Multi-asset funds
|
-
|
-
|
-
|
3.1
|
3.1
|
Rathbones discretionary and
managed
|
52.9
|
(5.7)
|
47.2
|
8.8
|
56.0
|
Non-discretionary service
|
0.7
|
-
|
0.7
|
-
|
0.7
|
IW&I
|
43.0
|
(0.2)
|
42.8
|
0.2
|
43.0
|
Saunderson House
|
-
|
-
|
-
|
-
|
-
|
Single-strategy funds
|
-
|
-
|
-
|
6.8
|
6.8
|
Execution only and
banking
|
2.7
|
-
|
2.7
|
-
|
2.7
|
Total Group
|
99.3
|
(5.9)
|
93.4
|
15.8
|
109.2
|
1. Intra-group holdings
represent in-house funds of the Asset Management segment held
within investment management portfolios managed by the Wealth
Management segment.
|
WEALTH MANAGEMENT
The results of the Wealth Management
segment described below include the trading results of Rathbones
Investment Management, Rathbones Trust Company, Vision Independent
Financial Planning, Saunderson House and IW&I.
Wealth Management income is largely
driven by income margins earned from FUMA. Income margins are
expressed as a basis point return, which depends on a mix of tiered
annual fee rates and commissions charged for transactions
undertaken on behalf of clients.
FUNDS UNDER MANAGEMENT AND ADMINISTRATION
Year-on-year changes in the key
performance indicators for Wealth Management are shown
in table 6. Total Wealth Management FUMA including intra-group
holdings increased by 3.3% to £99.3 billion as
at 31 December 2024, predominately driven by positive market
movements.
TABLE 6. WEALTH MANAGEMENT - KEY PERFORMANCE
INDICATORS
|
|
2024
|
2023
|
FUMA at 31
December1
|
£99.3bn
|
£96.1bn
|
Rate of total net growth (net flows)
in Wealth Management funds under management and
administration2
|
(1.1)%
|
0.3%
|
Average net operating basis point
income margin3
|
67.5
|
66.7
|
Number of Investment Management
clients
|
114,700
|
114,200
|
Number of investment
managers
|
678
|
681
|
1. FUMA disclosed on a
gross basis (Inclusive of intra-group FUMA). Previously this table
was presented on the basis of net FUMA in the Annual Report &
Accounts
2. See table 7
(percentages calculated on unrounded figures)
3. Income margin based
on fee and commission income. See table 11
|
TABLE 7. WEALTH MANAGEMENT - FUNDS UNDER MANAGEMENT AND
ADMINISTRATION
|
Year ended 31 December
|
2024
£bn
|
2023
£bn
|
As at 1
January1
|
96.1
|
51.5
|
Inflows
|
9.7
|
46.3
|
-
organic2
|
9.7
|
5.5
|
-
acquired3
|
-
|
40.8
|
Outflows and transfers
|
(10.7)
|
(6.1)
|
Market movement & investment
performance
|
4.2
|
4.4
|
Total Group
|
99.3
|
96.1
|
Rate of total net
growth4
|
(1.1)%
|
0.3%
|
1. Current and prior
year FUMA disclosed on a gross basis (Inclusive of intra-group
FUMA). Previously this table was presented on the basis of net FUMA
in the Annual Report & Accounts
2. Value at the date of
transfer in/(out)
3. £40.8 billion IW&I FUMA
acquired with effect from 30 September 2023
4. 2023 net new business and
acquired inflows as a percentage of opening funds under management
and administration excludes SHL and IW&I post-acquisition
flows
|
Table 7 reconciles the movement in
FUMA during the year. Strong organic gross inflows for the year of
£9.7 billion, 10.1%
of opening FUMA, demonstrate the continued ability
to generate new business. This was achieved across the Wealth
Management segment despite IW&I Investment Managers dedicating
significant time to integration related activities, including the
client consent process, during the year.
Table 8 (overleaf) provides an
analysis of FUMA and new business by channel and service level.
Bespoke portfolios, whilst delivering strong gross inflows,
continued to experience elevated outflows, predominantly reflecting
the ongoing economic environment of higher interest rates
and a higher cost of living, resulting in partial withdrawals
from portfolios. There was also increased activity around the
time of the UK Autumn Budget. IW&I outflows include those
linked to Investment Managers who left the business prior to
the announcement of the combination. Investment Manager turnover
has since remained low. These outflows have continued to decline
over the course of the year, with the final quarter of 2024 seeing
the lowest level of such outflows in the year.
Bespoke portfolios within the
advisor linked channel saw net inflows of £0.6 billion (2023:
£0.4 billion). Clients utilising the services of
Rathbones Financial Planning or Saunderson House continued to see
growth during 2024 with combined net flows of £0.3 billion. Within
the IW&I line there was £0.2 billion of net flows in respect of
clients using an IW&I Financial Planner. The expansion of the
IFA network within Vision Independent Financial Planning to 142
IFAs also benefited the Group, with gross inflows of £0.4 billion
(2023: £0.3 billion). At the year-end,
advisor firms of the Vision Independent Financial Planning network
were advising on client assets of £4.0 billion (2023: £3.3
billion).
The migration of former Saunderson
House FUMA was completed on 31 July 2024. Gross outflows for the
year include £245 million relating to clients who did not complete
the migration consent process. £4.4 billion of former Saunderson
House FUMA is included within Group FUMA at 31 December
2024.
Switches into execution-only
services largely reflect the transfer of clients' funds into
probate accounts following their death (£0.2 billion).
TABLE 8. WEALTH MANAGEMENT - NEW BUSINESS BY
CHANNEL
|
|
2024 Gross
opening FUMA
£bn
|
Gross
inflows
£bn
|
Gross
outflows
£bn
|
Net
flows
£bn
|
Transfers
£bn
|
SHL
migrated
FUMA
£bn
|
Market
movement
& performance
£bn
|
2024 Gross
closing FUMA
£bn
|
2024
Intra-group
holdings1
£bn
|
2024
Net
closing
FUMA
£bn
|
2023
Net
FUMA
£bn
|
Bespoke portfolios
|
33.0
|
3.1
|
(3.0)
|
0.1
|
(0.6)
|
-
|
1.5
|
34.0
|
-
|
-
|
-
|
Managed via in-house
funds
|
1.4
|
0.2
|
(0.2)
|
-
|
0.4
|
-
|
0.1
|
1.9
|
-
|
-
|
-
|
Total direct
|
34.4
|
3.3
|
(3.2)
|
0.1
|
(0.2)
|
-
|
1.6
|
35.9
|
-
|
-
|
-
|
Bespoke portfolios
|
12.0
|
1.6
|
(1.0)
|
0.6
|
0.2
|
0.9
|
0.1
|
13.8
|
-
|
-
|
-
|
Managed via in-house
funds
|
2.4
|
0.3
|
(0.2)
|
0.1
|
0.1
|
0.4
|
0.2
|
3.2
|
-
|
-
|
-
|
Total financial advisor
linked
|
14.4
|
1.9
|
(1.2)
|
0.7
|
0.3
|
1.3
|
0.3
|
17.0
|
-
|
-
|
-
|
Total discretionary and
managed
|
48.8
|
5.2
|
(4.4)
|
0.8
|
0.1
|
1.3
|
1.9
|
52.9
|
(5.7)
|
47.2
|
44.5
|
Execution only and
banking
|
2.7
|
0.4
|
(0.8)
|
(0.4)
|
0.2
|
-
|
0.2
|
2.7
|
-
|
2.7
|
2.7
|
Non-discretionary service
|
0.7
|
-
|
-
|
-
|
-
|
-
|
-
|
0.7
|
-
|
0.7
|
0.7
|
Saunderson House
|
1.6
|
0.1
|
(0.5)
|
(0.4)
|
-
|
(1.3)
|
0.1
|
-
|
-
|
-
|
1.3
|
IW&I
|
42.3
|
4.0
|
(5.0)
|
(1.0)
|
(0.3)
|
-
|
2.0
|
43.0
|
(0.2)
|
42.8
|
42.3
|
Total Wealth Management
|
96.1
|
9.7
|
(10.7)
|
(1.0)
|
-
|
-
|
4.2
|
99.3
|
(5.9)
|
93.4
|
91.5
|
1. Holdings of the
Group's in-house funds in Investment Management client portfolios
and in-house funds for which the management of the assets is
undertaken by Investment Management teams; the corresponding FUMA
is reported within Funds
|
FINANCIAL PERFORMANCE
Underlying profit before tax for the
Wealth Management segment increased by 91.8% in the year to
£202.2 million. This represents an underlying
operating margin of 24.8% (2023: 20.9%.
This result reflects a full year of the contribution of the
IW&I business (2023 included one quarter of contribution) and
is net of the investment in the InvestCloud Client Lifecycle
Management (CLM) system, which forms a key part of our digital
strategy. Operating expenses for the year include £14.7
million in relation to the CLM system, forming part of our overall multi-year spend on this project
of £45 million which we have communicated
previously.
Net investment management fee income
increased by £225.0 million (64.3%) in 2024. This increase reflects
higher levels of FUMA during the year, driven by market growth, and
the benefit of the migration of former Saunderson House FUMA
into Rathbones investment solutions.
Net commission income increased by
71.3% to £91.8 million (2023: £53.6 million). Transaction volumes
returned to normal levels during the year and also saw specific
increases in activity around the time of the UK Government's budget
in October as clients sought to crystallise capital gains ahead of
expected increases in the rate of capital gains tax.
TABLE 9. WEALTH MANAGEMENT - FINANCIAL
PERFORMANCE
|
|
2024
|
2023
|
|
£m
|
£m
|
Net investment management fee
income1
|
575.1
|
350.1
|
Net commission income
|
91.8
|
53.6
|
Net interest income
|
62.3
|
49.9
|
Fees from advisory
services2
|
54.5
|
40.5
|
Other income
|
30.5
|
9.8
|
Operating income
|
814.2
|
503.9
|
Underlying operating expenses3
4
|
(612.0)
|
(398.5)
|
Underlying profit before
tax
|
202.2
|
105.4
|
Underlying operating
margin5
|
24.8%
|
20.9%
|
1. Net investment
management fee income is stated after deducting fees and commission
expenses paid to introducers
2. Fees from advisory
services includes income from trust, tax and financial planning
services (including Vision and Saunderson House)
3. See table
12
4. Included within underlying
operating expenses are £14.7 million of costs relating to the
Group's digital strategy
5. Underlying profit before
tax as a percentage of operating income. Excluding £14.7 million of
expenditure on our digital strategy in the year, the underlying
operating margin was 26.6%
|
Net interest income increased
steadily over the course of the prior year as interest rates rose.
The benefit of the higher level of this income at the end of
2023 was carried into 2024 and mostly maintained throughout the
year. The overall level of this income illustrates
the continuing benefit of our banking
permissions.
Fees from advisory services
increased by 34.6% to £54.5 million due to continued growth in the
advice proposition. Other income increased by 211.2% to £30.5
million, driven by the inclusion of £26.5 million net interest
income generated from client money deposits within
IW&I.
Underlying operating expenses were
£612.0 million for the year (see table 12), an increase of 53.6% on
the prior year. In addition to 2024 including a full year of
IW&I costs, costs were driven higher by the effect of
inflationary salary increases and recruitment in the prior year, in
respect of which a full year has been incurred in 2024.
Variable staff costs increased as a result of higher income
levels.
TABLE 10. WEALTH MANAGEMENT - AVERAGE FUNDS UNDER MANAGEMENT
AND ADMINISTRATION (excluding IW&I)
|
|
2024
|
2023
|
|
£bn
|
£bn
|
Valuation dates for
billing
|
|
|
-
5 April
|
50.2
|
45.7
|
-
30 June
|
50.5
|
45.4
|
-
30 September
|
50.5
|
45.4
|
-
31 December
|
50.7
|
48.0
|
Quarterly
average1
|
50.5
|
46.1
|
Average MSCI
level2
|
1,894
|
1,721
|
1. Quarterly average
FUMA excluding Saunderson House and IW&I
2. MSCI PIMFA Balanced Index
is considered to be a reasonable external comparison to
Rathbones'portfolios. Based on the corresponding valuation dates
for billing
|
|
2024
|
2023
|
IW&I AVERAGE FUNDS UNDER MANAGEMENT AND
ADMINISTRATION
|
£bn
|
£bn
|
Valuation dates for
billing
|
|
|
-
28 Feb
|
41.9
|
-
|
-
31 May
|
42.9
|
-
|
-
31 August
|
43.2
|
-
|
-
30 November1
|
43.6
|
40.7
|
Quarterly average
|
42.9
|
-
|
Average MSCI
level2
|
1,887
|
1,700
|
1. IW&I billing
aligned to Rathbones quarterly billing cycle from December
2024
2. MSCI PIMFA Balanced Index
is considered to be a reasonable external comparison to IW&I's
portfolios. Based on the corresponding valuation dates for
billing
|
TABLE 11. WEALTH MANAGEMENT - REVENUE MARGIN
|
|
2024
|
2023
|
|
bps
|
bps
|
Basis point return1
from:
|
|
|
-
fee income
|
58.5
|
57.9
|
-
commission
|
9.0
|
8.8
|
Basis point return on
FUMA
|
67.5
|
66.7
|
1. Fee or commission
income, divided by the average gross funds under management and
administration on the quarterly billing dates (see table
10)
|
The method for calculating basis
point return on funds under management and administration
for the Wealth Management segment has been revised in order to
reflect the gross FUMA of the segment from which the segment
generates income. This approach aligns with the approach applied to
the Asset Management segment. The calculation was previously based
on FUMA net of Group's eliminations.
TABLE 12. WEALTH MANAGEMENT - UNDERLYING OPERATING
EXPENSES
|
|
2024
|
2023
|
|
£m
|
£m
|
Staff costs1
|
|
|
-
fixed
|
233.9
|
147.2
|
-
variable
|
129.5
|
78.2
|
Total staff costs
|
363.4
|
225.4
|
Other operating expenses
|
248.6
|
173.1
|
Underlying operating
expenses
|
612.0
|
398.5
|
Underlying cost/income
ratio2
|
75.2%
|
79.1%
|
1. Represents the costs
of investment managers and teams directly involved in client-facing
activities
2. Underlying operating
expenses as a percentage of operating income (see table
9)
|
ASSET MANAGEMENT
The financial performance of the
Asset Management segment is principally driven by the value
of funds under management (FUM). Year-on-year changes in the
key performance indicators for Asset Management are shown in
table 13.
FUNDS UNDER MANAGEMENT
Following the challenging trading
conditions in 2023, 2024 continued to be a tough environment for
the industry. The year saw significant net redemptions across the
asset management industry (Investment Association (IA) data,
December 2024). Industry-wide funds under management grew to £1.5
trillion at the end of December 2024 driven by market returns
(2023: £1.4 trillion).
Gross inflows in Rathbones Asset
Management fell 4% from £4.6 billion to £4.4 billion in 2024, as Saunderson House assets migrating into Rathbones
funds, which made a significant contribution to 2023 inflows and
was materially completed in the first half of 2024, delivered a
smaller in-year boost than in 2023. Underlying gross inflows,
excluding Saunderson House migration, were therefore stronger than
2023. Continued investor concerns over inflation, interest rates
and equity market valuations have driven cautious investor
sentiment. Despite these macroeconomic impacts on investor
confidence, our range of funds, well balanced between multi-asset
and single-strategy, has helped serve our clients' changing needs
and provided some shelter from the market volatility for our
overall FUM. The diverse nature of our multi-asset investment mix,
and its obvious continuing appeal to clients in these challenging
times, has ensured that positive net flows have continued into
these funds, partially offsetting the outflows experienced in the
single-strategy funds.
Consistent with the Wealth
Management segment, we have seen continued higher levels of
investors withdrawing funds in response to the wider economic
environment. These factors have led to a continuation of the
elevated gross outflows experienced in 2023. Strong gross inflows,
leading to positive net flows in Multi-asset funds and favourable
investment performance offsetting net outflows in single strategy
funds, ensured total FUM grew to a record high of £15.8 billion at
the end of 2024, an increase of 14% during the year (see table
15).
TABLE 13. ASSET MANAGEMENT - KEY PERFORMANCE
INDICATORS
|
|
2024
|
2023
|
FUM at 31
December1
|
£15.8bn
|
£13.8bn
|
Rate of net growth in Asset
Management FUM1
|
4.3%
|
13.7%
|
Underlying profit before
tax2
|
£25.4m
|
£21.7m
|
1. See table
15
2. See table
17
|
TABLE 14. ASSET MANAGEMENT - FUNDS UNDER MANAGEMENT BY
PRODUCT
|
|
2024
|
2023
|
|
£bn
|
£bn
|
Rathbone Multi-Asset
Portfolios
|
6.9
|
5.3
|
Rathbone Global Opportunities
Fund
|
4.1
|
3.6
|
Rathbone Ethical Bond
Fund
|
2.0
|
2.2
|
Offshore funds
|
0.7
|
0.6
|
Rathbone Income Fund
|
0.6
|
0.7
|
Greenbank Multi-Asset
Portfolios
|
0.5
|
0.4
|
Rathbone Active Income Fund for
Charities
|
0.2
|
0.2
|
Rathbone Core Investment Fund for
Charities
|
0.2
|
0.2
|
Rathbone High Quality Bond
Fund
|
0.1
|
0.2
|
Rathbone Greenbank Global
Sustainability Fund
|
0.1
|
0.1
|
Rathbone Strategic Bond
Fund
|
0.1
|
0.1
|
Other funds
|
0.3
|
0.2
|
|
15.8
|
13.8
|
Volatility managed funds
(multi-asset portfolios) dropped, according to December IA data,
from being the number one selling sector class but continued to
draw strong inflows to December 2024, with £4.0 billion of net
sales across the sector, and this trend was mirrored in Rathbones,
which accounted for approximately 30.0% of the industry total, with
net sales totalling £1.2 billion in the year.
The Group's largest single-strategy
fund, Rathbone Global Opportunities Fund, saw a net
£0.2 billion outflow over the course of the year, an
improvement of 33.0% compared to 2023 outflows (£0.3 billion), as
consumer confidence in global equity markets begins to bounce back.
This was underscored by a strong market performance for the
fund, driving an overall growth in the year of £0.5
billion.
The Global Opportunities fund
maintained its excellent industry long-term performance record
in the year by maintaining a first quartile position for
performance measured over five years, which is a key factor in
investors' decision-making.
Rathbone Ethical Bond Fund had net
redemptions of £0.2 billion in the year, at a similar level
to 2023 (2023: £0.2 billion), as some consumer demand shifted
towards funds with passive management styles.
During the year, the total number of
investment professionals running the funds increased by three to 26
at 31 December 2024 (2023: 23).
TABLE 15. ASSET MANAGEMENT - FUNDS UNDER
MANAGEMENT
|
Year ended 31 December
|
2024
£bn
|
2023
£bn
|
As at 1 January
|
13.8
|
11.0
|
Net inflows
|
0.6
|
1.5
|
-
inflows1
|
4.4
|
4.6
|
-
outflows1
|
(3.8)
|
(3.1)
|
Market movement & investment
performance3
|
1.4
|
1.3
|
As at 31 December
|
15.8
|
13.8
|
Rate of net
growth4
|
4.3%
|
13.7%
|
1. Valued at the date of
transfer in or out
2. Bespoke funds
transferred out during 2023 post the switch of Authorised Corporate
Director ('ACD') from Rathbones Asset Management Limited to Evelyn
Partners, an independent ACD
3. Impact of market
movements and relative performance
4. Net inflows as a percentage
of opening FUM
|
TABLE 16. ASSET MANAGEMENT - PERFORMANCE1, 2,
4
|
2024/(2023) Quartile ranking³
over
|
1
year
|
3
years
|
5
years
|
Rathbone Ethical Bond
Fund
|
1
(1)
|
2
(2)
|
2
(1)
|
Rathbone Global Opportunities
Fund
|
2
(1)
|
3
(3)
|
1
(1)
|
Rathbone Income Fund
|
4
(3)
|
3
(2)
|
3
(2)
|
Rathbone Strategic Bond
Fund
|
2
(1)
|
3
(3)
|
3
(3)
|
Rathbone UK Opportunities
Fund
|
3
(1)
|
4
(4)
|
4
(4)
|
1. Quartile ranking data
is sourced from FE Trustnet
2. Excludes multi-asset
funds (for which quartile rankings are prohibited by the Investment
Association (IA)), High Quality Bond Fund, which has no relevant
peer group against which to measure quartile performance,
non-publicly marketed funds and segregated mandates
3. Ranking of institutional
share classes at 31 December 2024 and 2023 against other funds in
the same IA sector, based on total return performance, net of fees
(consistent with investment performance information reported in the
funds' monthly factsheets)
4. Funds included in the above
table account for 43% of the total FUM of the fund's
business
|
FINANCIAL PERFORMANCE
Income of the Asset Management segment is primarily derived from
annual management charges, which are calculated on a daily basis on
the value of FUM of each fund, net of rebates payable to
intermediaries.
Net annual management charges
increased to £79.4 million in 2024, reflecting the rise in average
FUM. Net annual management charges as a percentage of average FUM
fell by 0.7 bps to 53.2 bps (2023: 53.9 bps), as the multi-asset
funds, which have a lower annual management charge than single
strategy funds, continued to grow their proportion of total funds
under management.
Underlying operating expenses detailed in table 18 increased by
£10.8 million to £56.3 million (2023: £45.5 million). Fixed staff
costs of £7.9 million for the year ended 31 December 2024
were £0.8 million higher than 2023. This reflects general
inflationary rises as well as the impacts of staffing changes
in the period.
Variable staff costs of £20.5
million were 53.0% higher than 2023. These costs relate to deferred
awards which are spread over multiple years; the current year cost
does not therefore solely reflect performance in the current
year.
Other operating expenses have
increased by 11.6% to £27.9 million in 2024. A large part of this
cost increase, apart from the inflationary indexing on third-party
supplier contracts, relates to the direct impacts on variable costs
of the growth in revenues and scaling of the business. For example,
administration costs which are directly tied to FUM increased by
£0.7 million in the year to £6.8 million. We continue to make
enhancements to our Charles River Investment Management Solution,
which provides a strong platform from which we can serve our
clients and further grow the business. This expenditure forms
part of our ongoing technology development and change
process.
TABLE 17. ASSET MANAGEMENT - FINANCIAL
PERFORMANCE
|
|
2024
|
2023
|
|
£m
|
£m
|
Net annual management
charges
|
79.4
|
64.7
|
Interest and other income
|
2.3
|
2.5
|
Operating income
|
81.7
|
67.2
|
Underlying operating
expenses1
|
(56.3)
|
(45.5)
|
Underlying profit before
tax
|
25.4
|
21.7
|
Operating %
margin2
|
31.1%
|
32.3%
|
1. See table
18
2. Underlying profit
before tax divided by operating income
|
TABLE 18. ASSET MANAGEMENT - UNDERLYING OPERATING
EXPENSES
|
|
2024
|
2023
|
|
£m
|
£m
|
Staff costs
|
|
|
-
Fixed
|
7.9
|
7.1
|
-
Variable
|
20.5
|
13.4
|
Total staff costs
|
28.4
|
20.5
|
Other operating expenses
|
27.9
|
25.0
|
Underlying operating
expenses
|
56.3
|
45.5
|
Underlying cost/income
ratio1
|
68.9%
|
67.7%
|
1. Underlying operating
expenses as a percentage of operating income (see table
17)
|
FINANCIAL POSITION
SUMMARY OF FINANCIAL POSITIONS
As a banking Group, Rathbones is
required to operate in accordance with the requirements relating to
capital resources and banking exposures prescribed by the Capital
Requirements Regulation, as applied in the UK by the
Prudential Regulation Authority (PRA). The Group is required to
ensure it maintains adequate capital resources to meet its
combined Pillar 1 and Pillar 2 requirements.
TABLE 19. GROUP'S FINANCIAL POSITION
|
|
2024
|
2023
|
|
£m
(unless
stated)
|
£m
(unless
stated)
|
Own funds1
|
|
|
-
Common Equity Tier 1 ratio2
|
19.0%
|
17.8%
|
-
Total own funds ratio3
|
20.6%
|
19.4%
|
-
Total retained earnings
|
279.8
|
263.7
|
-
Tier 2 subordinated loan
notes4
|
39.9
|
39.9
|
-
Total risk exposure amount
|
2,521.9
|
2,425.6
|
-
Leverage ratio5
|
21.1%
|
18.7%
|
Other resources:
|
|
|
-
Total assets
|
4,290.1
|
4,224.4
|
-
Treasury assets6
|
2,737.4
|
2,601.0
|
-
Investment Management loan
book7
|
76.0
|
101.7
|
-
Intangible assets from acquired
growth8
|
468.5
|
502.7
|
-
Tangible assets and
software9
|
62.5
|
30.9
|
Liabilities:
|
|
|
-
Due to customers10
|
2,352.1
|
2,253.3
|
-
Net defined benefit pension asset
|
0.5
|
7.0
|
1. Stated
inclusive of the retained profit for the year ended 31 December
2024 which became verified profit on 25 February 2025, but prior to
taking into account the proposed final dividend relating to
2024.
2. Common Equity Tier 1
capital as a proportion of total risk exposure amount
3. Total own funds (see table
20) as a proportion of total risk exposure amount
4. Represents the carrying
value of the Tier 2 loan notes
5. Tier 1 capital as a
percentage of total assets, excluding intangible assets, plus
certain off-balance-sheet exposures
6. Balances with central
banks, loans and advances to banks and investment
securities
7. See note 16 to the
financial statements
8. Net book value of acquired
client relationships and goodwill (note 8)
9. Net book value of property,
plant and equipment and computer software (note 8)
10. Total amounts of cash in
client portfolios held by Rathbones Investment Management as a
bank
|
The Group's Pillar 3 disclosures are
published annually on our website
(rathbones.com/investor-relations/results-and-presentations) and
provide further details about regulatory capital resources and
requirements. The Group's key financial positions are set out in
table 19.
The Group's CET1 and total capital
ratios increased year on year despite a higher Pillar 1 requirement
(see table 21). The larger requirement was countered by the
increased own funds resources (see table 20) which benefited from a
reduction in the deduction attributable to the defined benefit
pension schemes following the completion of the buy-in
during 2024.
The leverage ratio was 21.1% at 31
December 2024, up from 18.7% at 31 December 2023. The leverage
ratio represents our Tier 1 capital (own funds) as a percentage of
the Group's total assets (i.e the 'exposure measure'), excluding
central bank exposure and intangible assets. Whilst total assets
and Tier 1 capital increased in the year due to the IW&I
combination, assets excluded from the exposure measure
(central bank exposure and regulatory deductions) represented
a lower proportion of the balance sheet. This resulted in an
uplift to the leverage ratio.
At 31 December 2024, neither
Rathbones Investment Management Limited nor the
Rathbones Group were subject to a minimum leverage ratio
requirement.
CAPITAL MANAGEMENT
The Group continues to maintain a
robust capital base, with a surplus of capital above the regulatory
minimum of £207.2 million at 31 December 2024 (including retained profit for the year ended 31 December 2024
which became verified profit on 25 February 2025 but
prior to reflecting the proposed final dividend
relating to 2024) which supports strategic investment, the ongoing
integration of the IW&I business and our progressive
dividend policy.
As set out in the outlook and
guidance section above, we will review our capital allocation
policy, including an evaluation of our capacity for surplus
returns, following the migration of IW&I onto a single
operating platform later this year.
CAPITAL RESOURCES
31 December 2024, the Group's regulatory own funds (including retained profit
for the year ended 31 December 2024 which became verified profit on
25 February 2025) were £520.2
million (2023: £471.4million). This figure is prior to
taking into account the proposed final dividend relating to 2024.
Own funds consisted of both Common Equity Tier 1 and Tier 2
capital (see table 20).
TABLE 20. GROUP'S REGULATORY OWN FUNDS1
|
|
2024
|
2023
|
|
£m
|
£m
|
Share capital and share
premium
|
323.3
|
317.7
|
Reserves
|
1,104.2
|
1,088.1
|
Less:
|
|
|
Own shares
|
(68.1)
|
(55.6)
|
Intangible
assets2
|
(878.7)
|
(911.8)
|
Retirement benefit
asset3
|
(0.5)
|
(7.0)
|
Common Equity Tier 1 own
funds
|
480.2
|
431.4
|
Tier 2 own funds
|
40.0
|
40.0
|
Total own funds
|
520.2
|
471.4
|
1. Net book value of
goodwill, client relationship intangible assets and software is
deducted directly from own funds, less any related deferred
tax
2. The retirement
benefit asset is deducted directly from own funds
The Tier 2 eligible own funds equate
to £40.0 million of ten-year subordinated loan notes, which were
issued in October 2021 and have a carrying value of £39.9 million.
The notes introduced a small amount of gearing into our balance
sheet as a way of financing future growth in a cost-effective and
capital-efficient manner. They are repayable in October 2031, with
a call option for the issuer annually from 2026. Interest is
payable at a fixed rate of 5.6% per annum until the first option
call date, and at a rate of 4.9% over Compound Daily SONIA
thereafter.
When taking the capital requirement
into account, the resulting capital surplus at the end of 2024 of
£207.2 million represents an increase of £72.7 million relative to
the surplus of £134.5 million as at 31 December 2023.
CAPITAL REQUIREMENT
The Group's own funds requirement
(see table 21) is the combined total of both the Group's Pillar 1
and Pillar 2 requirement. The Pillar 2 requirement consists of both
the Pillar 2A, set by the PRA, and the combined regulatory
buffer requirement.
TABLE 21. GROUP'S OWN FUNDS REQUIREMENTS
|
|
2024
|
2023
|
|
£m
|
£m
|
Credit risk requirement
|
75.2
|
72.3
|
Market risk requirement
|
-
|
-
|
Operational risk
requirement
|
126.6
|
121.7
|
Pillar 1 own funds
requirement
|
201.8
|
194.0
|
Pillar 2A own funds
requirement
|
0.6
|
39.4
|
Total Capital Requirement
(TCR)
|
202.4
|
233.4
|
Combined buffer:
|
|
|
Capital Conservation Buffer
(CCB)
|
63.0
|
60.6
|
Countercyclical Capital Buffer
(CCyB)
|
47.6
|
42.9
|
Total Capital Requirement (TCR) and
Combined buffer
|
313.0
|
336.9
|
PILLAR 1 OWN FUNDS REQUIREMENT
Pillar 1 determines a total risk
exposure amount (also known as 'risk-weighted assets') for the
Group, taking into account expected losses in respect of the
Group's exposure to credit, counterparty credit, market and
operational risks. The combined exposure amount equates to the
minimum requirement for the amount of capital the Group must
hold.
The increase in credit risk to £75.2
million in 2024 was due to a revised allocation of the Group's
treasury assets along with the consequences of including IW&I
exposures.
At 31 December 2024, the Group's
total risk exposure amount was £2,521.9 million (2023: £2,425.6
million). The increase was driven principally by the inclusion of
IW&I exposures and following increased investment in treasury
assets.
PILLAR 2A OWN FUNDS REQUIREMENT
The Pillar 2 requirement supplements
the Pillar 1 minimum requirement with firm-specific Pillar 2A
requirements and a framework of regulatory capital
buffers.
The Pillar 2A own funds requirement
is set by the PRA as part of its supervisory review process
and the calculation of it remains confidential to the PRA. The
requirement reflects those risks that are specific to the firm
that are not fully captured under the Pillar 1 own funds
requirement. The Group-specific risks that are reflected in the
Pillar 2A requirement are set out overleaf:
INTEREST RATE RISK IN THE BANKING BOOK
The Group operates on a non-trading
book basis, whereby all assets held are with the intent of holding
to maturity. Assets are not actively traded in secondary markets
for speculative purposes. The resulting interest rate risk
represents losses that could arise for a 2%
parallel shift in the Bank of England base rate. The exposure
would measure the time to reprice interest bearing assets
and liabilities.
CONCENTRATION RISK
Greater potential exposure as a
result of the concentration of borrowers located in the UK relative
to other overseas jurisdictions.
Further to the completion of the
buy-in of the defined benefit pension scheme in 2024, the
Pillar 2A risk attributable to the scheme was reviewed by the
PRA as part of its supervisory review process and reduced to
reflect the transfer of risk. This is reflected in the decreased
requirement set out in table 21.
COMBINED BUFFER REQUIREMENT
The Group is also required to
maintain two regulatory capital buffers, both of which must be met
with CET1 capital.
The capital conservation buffer
(CCB) is a general buffer, designed to provide for losses in the
event of a stress, and is set by the PRA. The CCB is set at 2.5% of
the Group's total risk exposure amount as at 31 December
2024.
The countercyclical capital buffer
(CCyB) reflects the credit conditions and overall health of the
financial system in a particular jurisdiction. The firm specific
CCyB reflects the weighted average of rates for relevant credit
exposures. For relevant UK credit risk exposures, the percentage
rate that applies is set by the Financial Policy Committee (FPC).
For other jurisdictions where the Group has exposures, the
percentage rate applicable to each jurisdiction is applied and set
by their respective prudential policy makers.
The percentage buffer rate for UK
exposures is currently 2.0%. The Group has relevant credit
exposures in other jurisdictions where a different rate applies,
resulting in a weighted rate of 1.9% as at 31 December
2024.
CAPITAL AND LIQUIDITY MONITORING
As required under PRA rules, we
perform an Internal Capital Adequacy Assessment Process (ICAAP) and
Internal Liquidity Adequacy Assessment Process (ILAAP) annually for
the consolidated Group. Both processes include performing a range
of stress tests to determine the appropriate level of regulatory
capital and liquidity that the Group should hold above the
regulatory minimum.
In addition, we monitor a wide range
of capital and liquidity ratio statistics on a daily and monthly
basis. Surplus capital levels are forecast monthly, taking account
of anticipated dividend and investment requirements, to ensure that
appropriate buffers are maintained. Investment of proprietary funds
is controlled by our Group treasury department.
We routinely horizon scan across the
regulatory landscape to ensure we maintain our compliance with
future changes in prudential requirements. Our preparations for the
incoming Basel 3.1 regime and the accompanying Small Domestic
Deposit Takers (SDDT) regime are progressing and are a key focus
for the Group.
TOTAL ASSETS
Total assets at 31 December 2024 were
£4.3 billion (2023:
£4.2 billion), of
which £2.4 billion (2023: £2.3 billion)
represents the cash element of client portfolios that is held as a
banking deposit.
RIM
TREASURY ASSETS
As a licensed deposit taker,
Rathbones Investment Management Limited holds the Group's surplus
liquidity on its balance sheet together with clients' cash. Cash in
client portfolios held on a banking basis of £2.4 billion (2023:
£2.3 billion) represented 3.2% of total Investment
Management funds under management and administration at 31
December 2024, compared to 4.7% at the end
of 2023. Cash held in client money accounts was £27.6 million (2023: £8.4 million), this increase is due
to a higher proportion of client settlements transactions
outstanding in the market over year end. These balances are held
off balance sheet in accordance with Client Money Rules of the
FCA.
The value of treasury assets held
with the Bank of England increased to £1.2 billion (2023: £1.0
billion), as did investment in marketable securities which
increased in accordance with our treasury policy and risk
appetite.
The Group treasury department of
Rathbones Investment Management, reporting through the banking
committee to the Board, operates in accordance with procedures set
out in a Board-approved treasury manual and monitors exposure to
market, credit and liquidity risk as described in note 11 to the
financial statements. It invests in certain securities issued by a
diversified range of highly-rated counterparties. These
counterparties must be single 'A-' rated or higher by Fitch
at the time of investment and are regularly reviewed by the
banking committee.
IW&I TREASURY ASSETS
The manner in which Investec Wealth
& Investment Limited (a wholly owned subsidiary of Rathbones
Group Plc) holds its surplus client money is governed by the CASS
rules. In this regard these monies are off-balance sheet and held
in trust on behalf of clients.
The IW&I Cash & Credit
Management Committee (CCMC) is mandated by the Operations Committee
to consider, approve, and keep under review, the suitability of
financial institutions for the placement of firm's and clients'
cash deposits in accordance with the CASS rules on client money and
assets. Approved institutions are subject to the IW&I Credit
Policy and annual due diligence which is undertaken in accordance
with the CASS rules. Total Client Money held was
£1.3 billion as at 31 December 2024 (2023: £1.3 billion) representing 3.0%
of Investment Management funds under
management at 31 December 2024 compared to
3.1% at the end of 2023.
Investec Wealth & Investment
Limited also hold Firm's money, which is on balance sheet,
also subject to the IW&I Firm's Credit Policy Statement
and overseen by the CCMC. Total Firms Money held was £155.6 million as at the 31 December 2024 (2023: £161.9
million).
The treasury department of Investec
Wealth & Investment Limited is responsible for the cash
management of both the Client and Firm's money, reporting to the
CCMC and operating in accordance with the Treasury Mandate. The
treasury department monitors diversification and liquidity on a
daily basis. Approved Institutions, other than Group companies,
must have a minimum of S&P Short Term rating of A-2, a S&P
Long Term Rating of BBB+ and are reviewed quarterly by the
CCMC.
IW&I CLIENT MIGRATION
On migration, IW&I client
deposits held on a CASS basis and off-balance sheet will transfer
to RIM. These deposits will be held on a banking basis on-balance
sheet and managed by the Group treasury department and in line with
existing Board-approved limits, as set out in the treasury
manual.
LOANS TO CLIENTS
Loans are provided as a service to
Wealth Management clients who have short to medium term cash
requirements. Such loans are normally made on a fully secured basis
against portfolios held in our nominee, with a requirement
that the value of the loan is covered two times by the value
of the secured portfolio. Loans are usually advanced for five
years. In addition, charges may be taken on property held by the
client to meet security cover requirements.
Our ability to provide such loans is
a valuable additional service to clients who require short to
medium term finance, typically for bridging finance when buying and
selling their homes.
Loans advanced to clients decreased to £76.0 million at end of 2024 (2023:
£101.7 million). As borrowing costs increased, we saw lower
demand for new loans as clients looked to reduce outstanding debt
and finance their cash requirements from other means, including
drawing down from investment portfolios, leading to higher
outflows of funds under management
and administration.
INTANGIBLE ASSETS
Intangible assets arise principally
from business combinations and are categorised as goodwill and
client relationships. Intangible assets reported on the balance
sheet also include purchased and developed software.
At 31 December 2024, the total
carrying value of goodwill and client relationship intangible
assets was £973.4 million (2023: £1,010.5 million). During the year, client relationship intangible assets of
£11.6 million were capitalised (2023:
£352.9 million). A total of £2.4
million of client relationship intangible assets were disposed of
in the year
Client relationship intangible
assets are amortised over the estimated life of the client
relationship, which is generally a period between 10 and 15 years.
The total amortisation charge for client relationships in 2024,
including the impact of any lost relationships, was £42.2 million
(2023: £22.4 million), the increase in the year is
predominately due to a full year of amortisation for the IW&I
client relationship intangible asset.
CAPITAL EXPENDITURE
Capital expenditure during 2024
amounted to £48.7 million (2023: £4.5 million).
The increase in capital expenditure
is driven by property spend, which has increased by £44.0 million
year on year due to implementation of the property strategy for the
enlarged Group as a result of the IW&I combination.
DEFINED BENEFIT PENSION SCHEMES
We operate two defined benefit
pension schemes. With effect from 30 June 2017, we closed both
schemes, ceasing all future benefit accrual and breaking the link
to salary.
At 31 December 2024 the combined
schemes' liabilities, measured on an accounting basis, had
decreased to £87.9 million, down 13.1% from £101.1 million at the
end of 2023. This decrease primarily reflected an increase in
discount rates at the end of the year.
A bulk annuity policy buy-in of the
of the Group's retirement benefits was completed during the year
for both schemes, fully securing all of their liabilities.
The buy-in was funded by the assets of the schemes, together with a
contribution of £3.7 million from the Group. An asset for the
bulk annuity policy was subsequently recognised at a fair value
equivalent to the liabilities secured. The reported position of the schemes
as at 31 December 2024 was a surplus of £0.5
million (2023: surplus
of £7.0 million) with the decrease
predominantly due to the cost of the bulk annuity policy being
greater than the balance sheet liability of the benefits
secured.
LIQUIDITY AND CASH FLOW
As a bank, we are subject to the
PRA's ILAAP regime, which requires us to hold a suitable liquid
assets buffer to ensure that short-term liquidity requirements can
be met under certain stressed scenarios. Liquidity risks are
actively managed on a daily basis and depend on operational and
investment transaction activity.
Cash and balances at central banks
amounted to £1.2 billion at 31 December 2024 (2023:
£1.0 billion). We continue to hold a substantial portion of
the Group's overall liquidity with central banks. We continue to
hold a substantial portion of the Group's overall liquidity with
central banks. The increase during the year is in line with the
growth in client deposits.
Cash and cash equivalents, as
defined by accounting standards, includes cash, money market funds
and banking deposits, which had an original maturity of less than
three months (see note 11 to the financial statements).
Consequently, cash flows, as reported in the financial statements,
include the impact of capital flows in treasury assets.
Net cash inflows from operating
activities in the year largely reflect a £90.2 million increase in banking client
deposits (2023: £251.5 million decrease)
and a £147.6 million increase in interest received (2023:
£111.9 million). Loans and advances to banks and
customers decreased by £21.8 million in the
year, (2023: £87.4 million) due to the
repayment of portfolio lending which is attributed in part to the
higher cost of debt.
TABLE 22. EXTRACTS FROM THE CONSOLIDATED STATEMENT OF CASH
FLOWS
|
|
2024
|
2023
|
|
£m
|
£m
|
Cash and cash equivalents at the end
of the year
|
1,459.2
|
1,302.9
|
Net cash inflows from operating
activities
|
293.6
|
(89.4)
|
Net change in cash and cash
equivalents
|
156.3
|
(269.8)
|
Cash used in investing activities
included a net inflow of £18.6 million from the purchase of certificates of deposit (2023:
net outflow of £241.8 million), as we
maintained our proportion of treasury assets held in marketable
instruments for the prior year. All investment decisions were made
under the existing low risk appetite framework set by the RIM
Banking Committee. Included within cash used in investing
activities is cash of £185.5 million acquired from the acquisition
of IW&I.
The other significant non-operating
cash flows during the year were as follows:
-
outflows relating to the payment of dividends of
£56.9 million (2023:
£71.4 million);
-
outflows relating to payments to acquire intangible assets of £9.7
million (2023: £5.6 million), which includes payments in respect of
awards made to recently recruited investment managers in relation
to the delivery of new business growth, along with the development
of client applications;
-
outflows of £46.9 million relating to capital expenditure on
tangible property, plant and equipment (2023: £5.1 million), which
relates predominantly to property fit-out costs.
RISK MANAGEMENT AND
CONTROL
Our approach to risk management is
fundamental to supporting the delivery
of our strategic objectives. Our risk governance and risk processes
are designed to enable the firm to manage risk effectively in
accordance with our risk appetite and to support the long-term
future of the firm.
MANAGING RISK
The Board has overall responsibility
for risk management across the Group, regularly assessing the most
significant risks and emerging threats to the Group's strategy.
The Board delegates oversight of risk management activities to
the Group Risk and Audit Committees. Our risk governance and
risk management framework supports the Chief Executive
and executive committee members with their day-to-day
responsibility for managing risk.
RISK CULTURE
The risk culture embedded across the
Group enhances the effectiveness of risk management and
decision-making. The Board promotes a strong risk culture,
reinforced by our executive and senior management team,
which encourages appropriate behaviours and collaboration
on managing risk across the Group.
Risk management is an integral part
of everyone's day-to-day responsibilities and activities; it is
linked to performance and development, as well as to the Group's
remuneration and reward schemes. We aim to create an open and
transparent working environment, encouraging employees to
engage positively in risk management in support of the
achievement of our strategic objectives.
RISK GOVERNANCE AND THREE LINES OF DEFENCE
We operate a three lines of defence
model to support risk governance and risk management across the
Group
|
GOVERNANCE
|
|
BOARD
|
AUDIT COMMITTEE
|
GROUP RISK COMMITTEE
|
EXECUTIVE COMMITTEE EXECUTIVE RISK COMMITTEE BANKING
COMMITTEE
|
|
Sets strategy and risk appetite
across the Group, and is ultimately accountable for
risk management.
|
Monitors and reviews the
effectiveness of internal controls with oversight of the internal
audit function in line with the Group's risk profile on behalf
of the Board. It also oversees the appointment
and relationship with the external auditor.
|
Oversees effectiveness of the risk
management framework and activity across the Group. Advises the
Board on risk appetite, risk assessment, risk profile and risk
culture.
|
First line committees with
responsibility for management of risk and internal control across
the Group.
|
BUSINESS AREAS AND LINES OF
DEFENCE
|
|
1
|
2
|
3
|
|
FIRST LINE OF DEFENCE
|
SECOND LINE OF DEFENCE
|
THIRD LINE OF DEFENCE
|
|
|
|
|
|
|
|
|
|
Senior management
Business operations and control
functions
|
Risk, compliance and anti-money
laundering functions
|
Internal audit
|
|
|
|
|
|
RESPONSIBILITY
Responsible for managing risk in
line with risk appetite by developing and maintaining an
effective system of internal control.
|
RESPONSIBILITY
Responsible for the risk management
framework and the independent oversight and challenge of first
line risk management activity.
|
RESPONSIBILITY
Responsible for providing
independent assurance to senior management
on the effectiveness of governance,
risk management and internal control.
|
RISK MANAGEMENT FRAMEWORK
(RMF) OVERVIEW
Our RMF provides the foundation for
identifying, evaluating, managing and reporting risk and
continually improving the effectiveness of risk management
throughout the firm.
RISK APPETITE
The Board approves the firm's risk
appetite statement and framework at least annually to ensure it
remains consistent with our strategic objectives and prudential
responsibilities.
Specific risk appetite statements
are set and measures established for each principal risk.
The risk appetite framework supports strategic decision-making, as
well as providing a mechanism to monitor our risk
exposures.
The position against our risk
appetite statements and measures is assessed and reported on a
regular basis to the Executive Committee, Group Risk Committee and
the Board.
Given the current economic outlook
and the evolving regulatory landscape within the sector, the Board
remains committed to having a relatively low overall appetite for
risk in line with our strategy. The Board recognises our
performance is susceptible to fluctuations in investment markets
and has the potential to bear losses from financial and
non-financial risks from time to time, either as reductions
in income or increases in operating costs.
Risk appetite measures and
thresholds have been approved by the Board for 2025, taking
into account the combination between Rathbones and IW&I. This
year's measures reflect the scale of the enlarged Group but, other
than this, there have been no other material changes to our
appetite for risk. Following full client migration in 2025, an
interim review will be completed to ensure that measures
remain appropriate for the Group and its individual
entities
RISK CATEGORIES
|
RISK APPETITE STATEMENT
|
STRATEGIC ALIGNMENT
|
BUSINESS AND STRATEGIC RISK
|
Business and strategic risks will be
identified and actively managed to protect the ability to
deliver sustainable growth.
Change initiatives will be
orientated towards longer-term client, stakeholder and societal
expectations.
|
BUSINESS RESILIENCE
Supporting and delivering
growth
|
|
FINANCIAL RISK
|
Financial risks will be actively
managed to preserve the Group's overall resilience.
Credit and market risk exposures
will be managed to Board approved instruments and limits in order
to protect company assets and maintain prudent levels of liquidity
and regulatory own funds.
The Group will also continually
monitor and respond to risks arising from its pension scheme
obligations.
|
FINANCIAL RESILIENCE
Supporting and delivering
growth
|
|
NON-FINANCIAL RISK
(CONDUCT AND OPERATIONAL)
|
Conduct and regulatory risks
associated with our business are recognised; however, we have
no appetite for intentionally inappropriate behaviour
or action by any entity within the Group or employees that
could have a material detrimental impact on clients, key
stakeholders and our reputation.
Operational risks and losses can
arise from inadequate or failed internal processes, people or
systems, or from external events. We have an extremely low
appetite for losses and no appetite for systemic or materially high
risk events that could affect the operational resilience of
important business services.
|
REGULATORY AND
OPERATIONAL RESILIENCE
Enriching the client and advisor
proposition and experience
Inspiring our people
Operating more
efficiently
|
|
RISK MANAGEMENT PROCESS
Our risk management process is a
defined approach to identify, assess and respond to risks that
could affect delivery of strategic objectives and annual business
plans. The Board, executive and senior management are actively
involved in this process.
Risks are identified within a
three-tier hierarchy, with the highest level containing business
and strategic, financial, conduct and operational risks. Risks are
assessed on an inherent and residual basis across a three-year
period according to several impact criteria, which include
consideration of the internal control environment and/or insurance
mitigation.
We maintain a watch list to identify
and evaluate current issues and emerging risks as a result of
business development or changes in the regulatory landscape,
as well as threats and issues in the wider external environment.
This helps inform the view of the firm's current and
longer-term risk profile, and influences management's decisions and
actions.
Stress tests are undertaken to
include consideration of the impact of a number of severe but
plausible events that could impact the business. This
work takes account of the availability and likely
effectiveness of mitigating actions that could be taken
to avoid or reduce the impact or likelihood
of the underlying risks materialising.
The Group's risk profile, risk
register, watch list and stress tests are regularly reviewed
and challenged by the executive, senior management, Group Risk
Committee and the Board. Throughout 2024, the Group risk
governance structure has not altered but its membership and inputs
have been enhanced to ensure oversight of the enlarged Group
and its individual entities.
EXTERNAL EMERGING RISKS AND THREATS
Emerging risks, including
legislative and regulatory change, which have the potential
to impact the Group and delivery of our strategic objectives,
are monitored through our watch list.
During the year, the executive
committee continued to recognise and respond to a number of
emerging risks and threats to the financial services sector as
a whole and to our business.
Our view for 2025 is that we can
reasonably expect current market conditions and uncertainties to
remain, given the wide range of global economic and political
scenarios which could emerge.
NEAR TERM
|
GLOBAL AND UK SPECIFIC POLITICAL TENSIONS
|
Geopolitical events remains a threat
to financial stability. War in the Middle East and war between
Russia and Ukraine as well as tension between the US and China have
driven increased inflation and market volatility. The US stance to
international relations has changed rapidly. Uncertainty is
expected to continue in the near term.
|
UK
AND GLOBAL
ECONOMIC CHALLENGES
|
The final quarter of 2024 was shaped
by diverging growth patterns and shifting monetary policies. The US
economy sustained steady growth, supported by resilient consumer
spending and a recovery in industrial production. Swiftly
implemented trade tariffs following Trumps re-election looks set to
influence the global economy and financial markets. In Europe,
Germany entered a technical recession as weak exports and
manufacturing output weighed on its economy. Meanwhile, the UK is
facing several challenges in the form of subdued growth and
volatility in inflation which may slow the lowering of interest
rates. The full impact of tax changes in the Autumn Budget will be
a watch item throughout 2025.
|
CYBER THREATS
AND
SUPPLY CHAIN RESILIENCE
|
The sophistication of cyber attacks
is ever-evolving, especially as our digital environment advances.
Attacks have become far more persistent with a notable increase in
frequency since the invasion of Ukraine. Rathbones is committed to
enhancing the technology infrastructure to help mitigate the
risk.
|
MEDIUM TERM
|
CHANGING REGULATORY EXPECTATIONS
|
The regulatory landscape is an area
of fast paced change centred on client advocacy, transparency and
integrity. Of note Consumer Duty requirements have continued to be
embedded and preparation of the first board report is well
underway. The look ahead shows that 2025 will be another busy
year with key implementation dates for regulatory
change.
|
PANDEMIC
|
Whilst operational resilience to a
future pandemic is much improved following the COVID-19 outbreak, a
future infectious disease epidemic could emerge and with that comes
the economic repercussions and slow recovery from it.
|
CLIMATE CHANGE
TRANSITION RISK
|
Climate related shocks are becoming
a more important macro factor and will contribute to volatility in
growth and inflation. Climate and environmental risk is a key focus
as we move towards achieving net zero emissions by 2050 or sooner.
Alongside reviewing our governance structures, we will continue to
integrate data, develop metrics and increase disclosures in our
client reporting.
|
DIGITAL INNOVATION
|
Developing technology across the
wealth management sector poses a continual threat to maintaining a
competitive advantage. Digital capability is less of a barrier to
engaging clients and servicing their needs, in particular younger
generations where there is an expectation of online accessibility.
Rathbones is implementing a strategic programme of change to ensure
our digital technology meets the needs of our prospective and
existing clients.
|
NEW
ENTRANTS TO THE MARKET
AND
ARTIFICIAL INTELLIGENCE AI
|
The threat of new non-traditional
entrants to the investment sector is a higher probability. There
has been continued consolidation within the sector including
mergers and acquisitions driven by Private equity investments. In
addition, AI capabilities, from advanced analytics, automation
and predictive intelligence is fast becoming seen as a future
competitive advantage within the financial sector, however,
research has shown that investors are reticent to trust in these
new tools.
|
LONGER TERM
|
GENERATIONAL
WEALTH CHANGE
|
Studies show that the over 45s and
especially the post-war 'baby boomers' retain a significant portion
of the UK wealth in the form of property and pensions. This wealth
will begin to transfer to younger beneficiaries over the next 30
years. Generational differences could drive changes in behaviours
and appetite towards investments.
|
SOCIAL CARE FINANCING
|
Accessibility and inequality in the
adult social care sector has been a topic of concern for some time
and it continues to be a risk to assets under management, with
clients drawing on their investments to pay for their care
fees.
|
PRINCIPAL RISKS
PROFILE AND MITIGATION OF PRINCIPAL
RISKS
We continually assess our risk profile against both internal and
external risk drivers and are investing further in our people,
processes and technology to improve risk management. We remain
focused on client service, the resilience of our business and
wellbeing of our colleagues and we believe our approach continues
to be effective.
Based upon our risk assessment
processes, the Board believes that the principal risks and
uncertainties facing the Group that could impact the delivery of
our strategic objectives have been identified below. These risks
continue to reflect our strategic initiatives and transformation
programme, continual enhancements to the Group's business model
in response to environmental, societal and regulatory
expectations, the evolving cyber threat landscape, operational
resilience in relation to our supply chain, the importance
of our people and the economic and political
environment.
Information about our principal
risks is set out on the following pages. The risks are mapped out
by their likelihood and impact on a residual risk basis, having
considered the effectiveness of controls in place to mitigate the
risk. Details of how our principal risks align with our
strategic priorities can be viewed in the link below.
We use ratings of high, medium, low
and very low in our risk assessment. High-risk items are those that
have the potential to impact the delivery of strategic objectives,
with medium, low and very low rated risks having less impact on the
Group. Likelihood is similarly based on a qualitative
assessment.
We consider that the growth of the
Group following the combination with IW&I has proportionately
increased the risk profile. The ratings of the risks below are
relative to the new scale of the organisation.
2024 OVERVIEW
As we moved into the integration
phase of our combination with IW&I we have seen this
reflected in our principal risk profile. The integration of
both firms has naturally augmented associated risks. People risk
has materially increased in impact and likelihood and become one of
our top risks in the latter part of the year. To a lesser medium
rated assessment, process risk has become a watch item as we
consolidate and streamline our organisational design and operating
procedures. This has not appeared in our top risks before so is new
in 2024. Continuing from 2023, Rathbones other top risk in terms of
a high residual risk assessment is change risk and integration
risk. Whilst both programmes continue to be successfully delivered,
it still represents a key risk and the outlook remains unchanged
into 2025. Our final risk profile movement is a positive change to
pension risk which has remained low throughout 2024 following the
transfer of risk through a pension 'buy-in'. All other risks are
unchanged in 2024.
RISK AND OWNER
|
CONTROL ENVIRONMENT
|
RISK TREND 2024
|
CHANGE
The risk that the change portfolio
does not support delivery of the Group's
strategy
RISK OWNER: Chief Operating
Officer
RISK PROFILE:
RISK APPETITE MEASURES:
-
Priority programmes rated red
-
Programme overspend
|
-
Executive and Board oversight of material change
programmes
-
Differentiated governance approach to strategic
change programmes and business projects
-
Dedicated change delivery function and use of
internal and, where required, external subject matter
experts
-
Two-stage assessment, challenge and approval of
project plans
-
Planning and budgeting, monitoring of variances
and actions to address.
|
|
This risk has remained high in 2024
as our digital transformation programmes delivered key
functionality. Executive and senior management oversight has
remained agile and focused on targeted delivery outcomes, benefits
realisation, budget alignment and the impact of change on our risk
profile.
|
INTEGRATION
The risk that the integration of
systems, people and processes fails or is
ineffective
RISK OWNER: Chief Operating
Officer
RISK PROFILE:
RISK APPETITE MEASURES:
-
Budget compliance
-
Cost synergy
|
-
Integration project plan
-
Executive oversight of integration
programme
-
Board oversight of programme delivery
-
Transformation office programme Board oversight
and delivery-focused operating model
-
Cost/benefit monitoring
-
KRI tracking
-
External party appointed to provide independent
assurance.
|
|
This was a new risk in 2023. We
began the process of integrating Rathbones and IW&I businesses
in early 2024. The risk remains high as we progress through the
integration plan. In 2025 we will move into the client migration
phase of the programme.
|
PEOPLE
The risk of loss of key employees,
lack of skilled resources or inappropriate behaviour or actions.
This could lead to lack of capacity or capability threatening the
delivery of business objectives, or to behaviour leading to
complaints, litigation or regulatory action
RISK OWNER: Chief People
Officer
RISK PROFILE:
RISK APPETITE MEASURES:
-
Regretted leavers
-
Turnover ratio
-
Employee behaviour
|
-
Board and executive oversight
-
Succession and contingency planning
-
Transparent, consistent and competitive
remuneration schemes
-
Contractual clauses with restrictive
covenants
-
Continual investment in employee training and
development
-
Employee engagement survey
-
Appropriate balanced performance measurement
system
-
Culture monitoring and reporting
-
Conduct risk framework and committee
-
Training and competence framework
-
Whistleblowing policy and process.
|
|
We have continued to operate
effectively in spite of a difficult labour market over the past few
years. Continued high inflation and cost of living pressures will
remain a risk driver into next year. Management action, and our
agile approach to support our colleagues, has been positively
received however, we continue to engage frequently through our
employee survey tool.
|
INVESTMENT PERFORMANCE
The risk that investment
performance fails to meet clients' objectives or
expectations
RISK OWNER: Managing Director
Rathbones Investment Management
RISK PROFILE:
RISK APPETITE MEASURES:
-
Actual performance versus performance
benchmark
-
Portfolio alignment
-
Assessment of fund value rating
|
-
Investment policy
-
Performance versus benchmarking
monitoring
-
Defined investment strategy
-
Exception reporting
-
Product and proposition oversight
-
Client engagement and portfolio
reviews.
|
|
Challenging market conditions are
likely to continue in 2025. The position of client portfolios
and investment performance are closely monitored.
|
PROCESSING RISK
The risk of loss due to ineffective
processes and systems
RISK OWNER: Chief Operating
Officer
RISK PROFILE:
RISK APPETITE MEASURES:
-
Loss amounts over preceding months
-
Reportable issues and events
|
-
Control assurance routines
-
Policy framework
-
Procedures committee
-
Tracking and monitoring routines
-
Board and executive oversight.
|
|
As a natural consequence of people
risk increasing due to the integration, the potential for
process risk has also increased. It has not previously
featured in our principal risks so this is a new medium rated risk
in 2024. Established control routines continue to operate
effectively.
|
REGULATORY COMPLIANCE AND LEGAL
The risk of failure by the Group or
a subsidiary to fulfil its regulatory or legal requirements and
comply with the introduction of new or updated regulations and
laws
RISK OWNER: Group Chief
Executive Officer and Chief Risk Officer
RISK PROFILE:
RISK APPETITE MEASURES:
-
Compliance monitoring review outcomes
-
Regulatory review outcomes
-
Complaints data
|
-
Board and executive oversight
-
Management oversight and active involvement with
industry bodies
-
Compliance monitoring programme to examine the
control of key regulatory risks
-
Separate anti-money laundering function with
specific responsibility
-
Oversight of industry and regulatory
developments
-
Documented policies and procedures
-
Employee training and development
-
Panel of external legal advisers
-
Whistleblowing policy and process.
|
|
While this risk has remained stable
in 2024, the landscape and expectations on firms and our sector
continue to evolve. We have continued to invest in and develop our
first and second line oversight teams, including the deployment of
software to support regulatory compliance.
Consumer Duty continues to be
embedded with regular reporting to Group Risk Committee.
|
SUSTAINABILITY
The risk that the business model
does not respond sufficiently to changing market conditions,
including environmental and social factors, such that sustainable
growth, market share or profitability are adversely
affected
RISK OWNER: Group Chief
Executive Officer
RISK PROFILE:
RISK APPETITE MEASURES:
-
Underlying dividend cover
-
Net organic growth rate
-
Net organic outflow rate
-
Climate targets
-
Diversity targets
|
-
Board, Executive and Responsible Business
Committee oversight
-
A documented strategy, including Responsible
Investment Policy
-
Monitoring of strategic risks
-
Annual business targets, subject to regular review
and challenge
-
Regular reviews of pricing structure and client
propositions
-
Continued investment in the investment process,
service standards and marketing
-
Regular competitor benchmarking and
analysis
-
Trade body participation
-
ESG factors integrated into the investment
process
-
Dedicated responsible investment project to drive
changes to achieve sustainability goals
-
Diversity targets included in risk appetite
measures.
|
|
2024 has presented challenging
market conditions given the external environment, including a
volatile economic and political landscape.
We do, however, have a strong
balance sheet and recognised market position.
Climate risk has been integrated
into our risk management framework to support the transition to net
zero.
We are responding to evolving
expectations of firms to manage climate and other ESG risks,
which remain a key priority of our responsible
business agenda.
|
INFORMATION SECURITY AND CYBER
The risk of inappropriate access to
manipulation, or disclosure of, client or company-sensitive
information
RISK OWNER: Chief Operating
Officer
RISK PROFILE:
RISK APPETITE MEASURES:
-
Number of cyber incidents
-
Number of data privacy events
-
Cyber external threat landscape rating
|
-
Board and executive oversight
-
Data governance committee and information security
steering Group oversight
-
Information security policy, data protection
policy and associated procedures
-
System access controls and encryption
-
Penetration testing and multi-layer network
security
-
Training and employee awareness
programmes
-
Physical security.
|
|
The threat landscape in 2025
continues to be influenced by the volatile external environment.
However, we continue to invest in our control environment and
resources to improve our security posture and ensure our
infrastructure and employees are well positioned against an
ever-changing threat landscape.
|
THIRD-PARTY SUPPLIER
The risk of one or more third-party
suppliers failing to provide or perform authorised and/or
outsourced services to standards expected by the Group, impacting
the ability to deliver core services. This includes intra-Group
outsourcing activity.
RISK OWNER: Chief Operating
Officer and Chief Executive Officer, Rathbone Asset
Management
RISK PROFILE:
RISK APPETITE MEASURES:
-
Supplier chain performance
|
-
Board and executive oversight
-
Third-party supplier and outsourcing
framework
-
Senior dedicated relationship managers
-
Supplier contracts and defined service level
agreements/KPIs
-
Supplier due diligence and approval
process
-
Close liaison, contractual reviews and regular
service review meetings
-
Documented policy and procedures
-
Whistleblowing policy and process.
|
|
Our framework for third-party
supplier and outsourcing risk management has continued to be
embedded and developed in 2024. We have focused on a technology
solution which further improves our controls in this area. We see
this risk remaining medium in 2025 as we add further systemic
control to support operational resilience.
|
SUITABILITY
The risk of an unsuitable client
outcome either through service, investment mandate, investment
decisions taken, investment recommendations made or portfolio or
fund construction
RISK OWNER: Managing Director
Rathbones Investment Management
RISK PROFILE:
RISK APPETITE MEASURES:
-
Timely portfolio reviews
-
Timely client reviews
-
Quality scores
|
-
Board, executive and general managers committee
oversight
-
Investment governance and structured committee
oversight
-
Management oversight and segregated quality
assurance and performance teams
-
Performance measurement information and
attribution analysis
-
'Know your client' (KYC) suitability
processes
-
Weekly investment management meetings
-
Training and competence framework
-
Investment manager reviews through supervisor
sampling
-
Compliance monitoring
-
Defined investment mandates and
tracking
-
Exception reporting
-
Complaints analysis.
|
|
Throughout 2024 we have seen the
benefit of the improvements to improve processes and oversight
of investment and suitability risk which were implemented in
2023. This area continues to be strengthened with regular review
routines in place supported by dedicated expertise. Our
ongoing investment in technology will also further improve
suitability processes and controls in 2025.
|
PENSION
The risk that the cost of funding
our defined benefit pension schemes increases, or their valuation
affects dividends, reserves and regulatory own
funds
RISK OWNER: Chief Financial
Officer
RISK PROFILE:
RISK APPETITE MEASURES:
-
Pillar 2A Net Stressed deficit
-
IFRS deficit
|
-
Board, senior management and trustee
oversight
-
Monthly valuation estimates
-
Triennial independent actuarial
valuations
-
Investment policy
-
Senior management review and defined management
actions
-
Annual ICAAP.
|
|
The Group has recently undertaken an
insurance 'buy-in' so Rathbones liability no longer represents the
same level of risk.
|
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER
2024
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Interest and similar
income
|
|
147.8
|
128.8
|
Interest expense and similar
charges
|
|
(83.9)
|
(77.1)
|
Net interest income
|
|
63.9
|
51.7
|
Fee and commission income
|
|
835.1
|
538.6
|
Fee and commission
expense
|
|
(34.3)
|
(29.7)
|
Net fee and commission
income
|
|
800.8
|
508.9
|
Other operating income
|
|
31.2
|
10.5
|
Operating income
|
|
895.9
|
571.1
|
Charges in relation to client
relationships and goodwill
|
|
(44.6)
|
(25.2)
|
Acquisition-related and integration
costs
|
|
(83.4)
|
(44.3)
|
Other operating expenses
|
|
(668.3)
|
(444.0)
|
Operating expenses
|
|
(796.3)
|
(513.5)
|
Profit before tax
|
|
99.6
|
57.6
|
Taxation
|
|
(34.1)
|
(20.1)
|
Profit after tax
|
|
65.5
|
37.5
|
Profit for the year attributable to
equity holders of the company
|
|
65.5
|
37.5
|
|
|
|
|
Other comprehensive
income:
|
|
|
|
Items that will not be reclassified
to profit or loss
|
|
|
|
Net remeasurement of defined benefit
asset or liability
|
|
(10.6)
|
(5.8)
|
Deferred tax relating to net
remeasurement of defined benefit asset or liability
|
|
2.7
|
1.5
|
|
|
|
|
Other comprehensive income net of
tax
|
|
(7.9)
|
(4.3)
|
|
|
|
|
Total comprehensive income for the
year net of tax attributable to equity holders of the
company
|
|
57.6
|
33.2
|
|
|
|
|
Dividends paid and proposed for the
year per ordinary share
|
|
93.0p
|
87.0p
|
Dividends paid and proposed for the
year
|
|
96.9
|
62.9
|
|
|
|
|
Earnings per share for the year
attributable to equity holders of the company:
|
|
|
|
basic
|
|
63.0p
|
52.6p
|
diluted
|
|
60.4p
|
50.8p
|
The accompanying notes form an
integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
FOR THE YEAR ENDED 31 DECEMBER
2024
|
|
Share
capital
|
Share
premium
|
Merger
reserve
|
Own
shares
|
Retained
earnings
|
Total
equity
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 1 January 2023
|
|
3.2
|
310.0
|
77.0
|
(52.6)
|
297.2
|
634.8
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
37.5
|
37.5
|
Net remeasurement of defined benefit
liability
|
|
-
|
-
|
-
|
-
|
(5.8)
|
(5.8)
|
Deferred tax relating to components
of other comprehensive income
|
|
-
|
-
|
-
|
-
|
1.5
|
1.5
|
Other comprehensive income net of
tax
|
|
-
|
-
|
-
|
-
|
(4.3)
|
(4.3)
|
|
|
|
|
|
|
|
|
Dividends paid
|
|
-
|
-
|
-
|
-
|
(71.4)
|
(71.4)
|
Issue of share capital
|
|
2.2
|
2.3
|
747.4
|
-
|
−
|
751.9
|
Share-based payments:
|
|
|
|
|
|
|
-
|
-
cost of share-based payment
arrangements
|
|
-
|
-
|
-
|
-
|
24.0
|
24.0
|
-
cost of vested employee remuneration and share
plans
|
|
-
|
-
|
-
|
-
|
(6.0)
|
(6.0)
|
-
cost of own shares vesting
|
|
-
|
-
|
-
|
13.0
|
(13.0)
|
-
|
-
cost of own shares acquired
|
|
-
|
-
|
-
|
(16.0)
|
-
|
(16.0)
|
-
tax on share-based payments
|
|
-
|
-
|
-
|
-
|
(0.3)
|
(0.3)
|
31 December 2023
|
|
5.4
|
312.3
|
824.4
|
(55.6)
|
263.7
|
1,350.2
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
65.5
|
65.5
|
Net remeasurement of defined benefit
asset
|
|
-
|
-
|
-
|
-
|
(10.6)
|
(10.6)
|
Deferred tax relating to components
of other comprehensive income
|
|
-
|
-
|
-
|
-
|
2.7
|
2.7
|
Other comprehensive income net of
tax
|
|
-
|
-
|
-
|
-
|
(7.9)
|
(7.9)
|
|
|
|
|
|
|
|
|
Dividends paid
|
|
-
|
-
|
-
|
-
|
(56.9)
|
(56.9)
|
Issue of share capital
|
|
0.1
|
5.5
|
-
|
-
|
−
|
5.6
|
Share-based payments:
|
|
|
|
|
|
|
-
|
-
cost of share-based payment
arrangements
|
|
-
|
-
|
-
|
-
|
29.1
|
29.1
|
-
cost of vested employee remuneration and share
plans
|
|
-
|
-
|
-
|
-
|
(4.2)
|
(4.2)
|
-
cost of own shares vesting
|
|
-
|
-
|
-
|
9.5
|
(9.5)
|
-
|
-
cost of own shares acquired
|
|
-
|
-
|
-
|
(22.0)
|
-
|
(22.0)
|
-
tax on share-based payments
|
|
-
|
-
|
-
|
-
|
-
|
-
|
31 December 2024
|
|
5.5
|
317.8
|
824.4
|
(68.1)
|
279.8
|
1,359.4
|
The accompanying notes form an
integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AS AT 31 DECEMBER 2024
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Assets
|
|
|
|
Cash and balances with central
banks
|
|
1,166.0
|
1,038.3
|
Settlement balances
|
|
128.3
|
165.7
|
Loans and advances to
banks
|
|
293.2
|
266.9
|
Loans and advances to
customers
|
|
96.1
|
115.6
|
Investment securities:
|
|
|
|
-
fair value through profit or loss
|
|
-
|
1.2
|
-
amortised cost
|
|
1,278.2
|
1,294.6
|
Prepayments, accrued income and
other assets
|
|
242.8
|
225.3
|
Property, plant and
equipment
|
|
53.2
|
16.1
|
Right-of-use assets
|
|
42.3
|
64.5
|
Current tax asset (UK)
|
|
6.8
|
3.9
|
Intangible assets
|
|
982.7
|
1,025.3
|
Net defined benefit
asset
|
|
0.5
|
7.0
|
Total assets
|
|
4,290.1
|
4,224.4
|
Liabilities
|
|
|
|
Deposits by banks
|
|
3.8
|
12.4
|
Settlement balances
|
|
133.6
|
172.1
|
Due to customers
|
|
2,352.1
|
2,253.3
|
Accruals and other
liabilities
|
|
249.9
|
209.6
|
Provisions
|
|
28.1
|
25.5
|
Lease liabilities
|
|
44.8
|
74.9
|
Current tax liabilities
(overseas)
|
|
0.5
|
0.5
|
Net deferred tax
liability
|
|
78.0
|
86.0
|
Subordinated loan notes
|
|
39.9
|
39.9
|
Total liabilities
|
|
2,930.7
|
2,874.2
|
Equity
|
|
|
|
Share capital
|
|
5.5
|
5.4
|
Share premium
|
|
317.8
|
312.3
|
Merger reserve
|
|
824.4
|
824.4
|
Own shares
|
|
(68.1)
|
(55.6)
|
Retained earnings
|
|
279.8
|
263.7
|
Total equity
|
|
1,359.4
|
1,350.2
|
Total liabilities and
equity
|
|
4,290.1
|
4,224.4
|
The financial statements were
approved by the Board of Directors and authorised for issue
on
25 February 2025 and were signed on its behalf by:
PAUL STOCKTON
IAIN
HOOLEY
GROUP CHIEF EXECUTIVE
OFFICER
GROUP CHIEF FINANCIAL OFFICER
Company registered number:
01000403
The accompanying notes form an
integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH
FLOWS
FOR THE YEAR ENDED 31 DECEMBER
2024
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Cash flows from operating
activities
|
|
|
|
Profit before tax
|
|
99.6
|
57.6
|
Change in fair value through profit
or loss
|
|
-
|
(1.0)
|
Net interest income
|
|
(63.9)
|
(51.7)
|
Impairment losses on financial
instruments
|
|
-
|
0.1
|
Net charge for
provisions
|
|
14.9
|
9.4
|
Loss on disposal of property, plant
and equipment
|
|
0.1
|
-
|
Depreciation, amortisation and
impairment
|
|
80.4
|
47.1
|
Gain on modification of
leases
|
|
(13.5)
|
-
|
Foreign exchange
movements
|
|
(1.0)
|
3.4
|
Defined benefit pension scheme
credits
|
|
(0.4)
|
(0.5)
|
Defined benefit pension
contributions paid
|
|
(3.7)
|
(2.9)
|
Share-based payment
charges
|
|
29.1
|
24.0
|
Interest paid
|
|
(79.8)
|
(67.7)
|
Interest received
|
|
147.6
|
111.9
|
|
|
209.4
|
129.7
|
Changes in operating assets and
liabilities:
|
|
|
|
Net decrease in loans and advances
to banks and customers
|
|
21.8
|
87.4
|
Net decrease in settlement balance
debtors
|
|
37.4
|
133.3
|
Net increase in prepayments,
accrued income and other assets
|
|
(12.1)
|
(36.2)
|
Net increase/(decrease) in amounts
due to customers and deposits by banks
|
|
90.2
|
(251.5)
|
Net decrease in settlement balance
creditors
|
|
(38.5)
|
(123.6)
|
Net increase in accruals,
provisions and other liabilities
|
|
27.2
|
1.0
|
Cash generated from/(used in)
operations
|
|
335.4
|
(59.9)
|
Tax paid
|
|
(41.8)
|
(29.5)
|
Net cash inflow/(outflow) from
operating activities
|
|
293.6
|
(89.4)
|
Cash flows from investing
activities
|
|
|
|
Cash acquired on acquisition of
subsidiaries
|
|
-
|
172.6
|
Purchase of property, plant,
equipment and intangible assets
|
|
(56.6)
|
(10.7)
|
Purchase of investment
securities
|
|
(2,028.0)
|
(2,059.9)
|
Proceeds from sale and redemption
of investment securities
|
|
2,046.6
|
1,818.1
|
Net cash used in investing
activities
|
|
(38.0)
|
(79.9)
|
Cash flows from financing
activities
|
|
|
|
Issue of ordinary shares
|
|
5.6
|
-
|
Repurchase of ordinary
shares
|
|
(22.0)
|
(16.0)
|
Dividends paid
|
|
(56.9)
|
(71.4)
|
Payment of lease
liabilities
|
|
(20.9)
|
(7.5)
|
Interest paid
|
|
(5.1)
|
(5.6)
|
Net cash used in financing
activities
|
|
(99.3)
|
(100.5)
|
Net increase/(decrease) in cash and
cash equivalents
|
|
156.3
|
(269.8)
|
Cash and cash equivalents at the
beginning of the year
|
|
1,302.9
|
1,572.7
|
Cash and cash equivalents at the
end of the year
|
|
1,459.2
|
1,302.9
|
The accompanying notes form an
integral part of the consolidated financial statements.
NOTES TO THE CONSOLIDATED
STATEMENTS
1 PRINCIPAL ACCOUNTING POLICIES
Rathbones Group Plc ('the company')
is a public company limited by shares incorporated and domiciled in
England and Wales under the Companies Act 2006.
1.1 BASIS OF PREPARATION
The consolidated and company
financial statements have been prepared in accordance with
UK-adopted International Accounting Standards.
The financial statements have been
prepared on the historical cost basis, except for certain financial
instruments that are measured at fair value (notes 1.9, 1.12, 1.16
and 1.18). The principal accounting policies adopted are set out in
this note and, unless otherwise stated, have been applied
consistently to all periods presented in the consolidated financial
statements.
1.2 BASIS OF CONSOLIDATION
The consolidated financial
statements incorporate the financial statements of the company and
entities controlled by the company (its subsidiaries), together
'the Group', made up to 31 December each year.
The Group controls an entity when it
is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is obtained, and no
longer consolidated from the date that control ceases; their
results are included in the consolidated financial statements up to
the date that control ceases. Inter-company transactions and
balances between Group companies are eliminated on
consolidation.
1.3 DEVELOPMENTS IN REPORTING STANDARDS AND
INTERPRETATIONS
Standards and interpretations affecting the reported results
or the financial position
The following amendments to
standards have been adopted in the current period, but have not
had a significant impact on the amounts reported in these
financial statements:
- Lease Liability in a Sale and Leaseback - Amendments to IFRS
16
- Classifications of liabilities as current or non-current
(Amendments to IAS 1)
- Amendments to IAS 7 Statements of Cash Flows and IFRS 7
Financial Instruments: Disclosures Supplier Finance
Arrangements
- International Tax Reform - Pillar Two Model Rules (Amendments
to IAS 12).
Future new standards and interpretations
The following standards are
effective for annual periods beginning on or after 1 January 2025
and earlier application is permitted; however, the Group has not
early-adopted the amended standards in preparing these
consolidated financial statements.
The following standard is expected
to have a material impact on the Group's financial statements. This
standard has not yet been endorsed in the UK.
Standards available for early
adoption
|
Effective
date
|
IFRS 18 Presentation and Disclosure
in Financial Statements
|
01
January 2027
|
The following standards are not
expected to have a material impact on the Group's financial
statements.
Standards available for early
adoption
|
Effective
date
|
Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture (Amendments
to IFRS 10 and IAS 28)
|
Optional
|
Lack of Exchangeability - Amendments
to IAS 21
|
01
January 2025
|
Amendments to the Classification and
Measurement of Financial Instruments - Amendments to IFRS 9 and
IFRS 7
|
01
January 2026
|
Contracts Referencing
Nature-dependent Electricity - Amendments to IFRS 9 and IFRS
7
|
01
January 2026
|
Annual Improvements to IFRS
Accounting Standards - Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS
10 and IAS 7
|
01
January 2026
|
IFRS 19 Subsidiaries without Public
Accountability: Disclosures (not yet endorsed in the UK)
|
01
January 2027
|
1.4 BUSINESS COMBINATIONS
Business combinations are accounted
for using the acquisition method. The consideration for
each acquisition is measured at the aggregate of the fair
values (at the date of exchange) of assets transferred, liabilities
assumed and equity instruments issued by the Group in exchange for
control of the acquiree. Acquisition-related costs are
recognised in profit or loss as incurred.
Where applicable, the consideration
for the acquisition includes any asset or liability resulting from
a contingent consideration arrangement, measured at its
acquisition-date fair value. Subsequent changes in such fair values
are adjusted against the cost of acquisition where they qualify as
measurement period adjustments. All other subsequent changes in the
fair value of contingent consideration classified as an asset or
liability are accounted for in accordance with relevant asset /
liability recognition and measurement guidance in IFRS. Changes in
the fair value of contingent consideration classified as equity are
not recognised.
1.5 GOING CONCERN
The directors have, at the time of
approving the financial statements, a reasonable expectation that
the company and the Group have adequate resources to continue in
operational existence. In forming this view, the directors
have considered the company's and the Group's prospects for
a period of at least 12 months from the date of approval of
the annual report. The directors' assessment included consideration
of the Group's profit and capital forecasts; the impact of capital
and liquidity stress tests; the impact of reverse stress testing
and the management actions available to mitigate this impact. The
assessment also ensured that the assumptions applied were
consistent with those used in other forward-looking areas of
the financial statements, such as impairment testing. The directors
continue to adopt the going concern basis of accounting in
preparing the financial statements.
1.6 FOREIGN CURRENCIES
The functional and presentational
currency of the company and its subsidiaries is
sterling.
Transactions in currencies other
than the relevant Group entity's functional currency are recorded
at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary assets and
liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date.
Gains and losses arising on retranslation are included in profit or
loss for the year.
1.7 INCOME
Net
interest income
Interest income or expense is
recognised within net interest income using the effective interest
method.
The effective interest method is the
method of calculating the amortised cost of a financial asset or
liability (or group of assets and liabilities) and of allocating
the interest income or interest expense over the relevant period.
The effective interest rate is the rate that exactly discounts the
expected future cash payments or receipts through the expected life
of the financial instrument, or when appropriate, a shorter period,
to:
- the gross
carrying amount of the financial asset; or
- the
amortised cost of the financial liability.
The application of the method has
the effect of recognising income (or expense) receivable
(or payable) on the instrument evenly in proportion to the
amount outstanding over the period to maturity or repayment. In
calculating effective interest, the Group estimates cash flows
considering all contractual terms of the financial instrument
but excluding the impact of future credit losses.
The interest charged on the Group's
lease liabilities and subordinated loan notes is included within
cash used in financing activities in the Group statement of cash
flows. Interest charged on client funds is included within cash
generated from operations. .
Net
fee and commission income
Portfolio or investment management
fees, commissions receivable or payable and fees from advisory
services are recognised on a continuous basis over the period that
the related service is provided.
Commission charges for executing
transactions on behalf of clients are recognised when the
transaction is dealt at the trade date.
The Group has made an assessment as
to whether the work performed to earn such fees constitutes the
transfer of services and, therefore, fulfils any performance
obligation(s). If so, then these fees are recognised when the
relevant performance obligation has been satisfied; if not, then
the fees are only recognised in the period in which the services
are provided.
A breakdown of the timing of revenue
recognition can be found in note 3.
Dividend income
Dividend income from final dividends
on equity securities is accounted for on the date the security
becomes ex-dividend. Interim dividends are recognised when
received.
Other income
In cases where cash held within
client portfolios does not represent a banking deposit, the Group
invests this cash in cash securities with approved financial
institutions. The margin earned on these funds, being the
difference between the rate of interest paid by the custodian bank
and that paid to clients, represents the rate of return
available to the Group through the pooling of client funds. This
margin is included within other operating income in the financial
statements.
1.8 LEASES
At inception of a contract, the
Group assesses whether a contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys the right
to control the use of an identified asset for a period of time in
exchange for consideration. To assess whether a contract conveys
the right to control the use of an identified asset, the Group uses
the definition of a lease in IFRS 16.
The Group recognises a right-of-use
asset and a lease liability at the inception date of the lease.
The right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for
any lease payments made at or before the commencement date, plus
any initial direct costs incurred and an estimate of dilapidation
costs to dismantle and remove the underlying asset or to restore
the underlying asset or the site on which it is located, less any
lease incentives received. As a result of new information, the
Group revised its recognition of dilapidations during 2024. The
estimate for recognition of dilapidation assets, which reflect
costs to dismantle and remove structural changes made to leased
premises, was revised from 100% of the total cost of dilapidations
to 50%. The remaining 50% is charged to profit or loss over the
useful life of the lease and recognised as a provision. In line
with IAS 8, this change in accounting estimate was applied
prospectively to new leases entered into from 1 January 2024. The
impact of the change was a reduction to the dilapidation asset by
£0.4 million, and an equal reduction in the related
provision.
The right-of-use assets and
dilapidations assets are subsequently depreciated on a
straight-line basis over the shorter of the expected life of the
asset and the lease term, adjusted for any remeasurements of the
lease liability. At the end of each reporting period, the
assets are assessed for indicators of impairment in accordance with
IAS 36.
The lease liability is initially
measured at the present value of the lease payments that are not
paid at the commencement date, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. The Group uses
an incremental borrowing rate of 5.6%, derived from its
subordinated loan notes, as the discount rate for all leases
entered into prior to the acquisition of IW&I on 21 September
2023. For all leases entered into or modified after this date, an
incremental borrowing rate is determined on a lease-by-lease basis,
with reference to the lease term and rental payments specific to
each lease.
Lease payments included in the
measurement of the lease liability comprise the
following:
- fixed
payments, including in-substance fixed payments
- variable
lease payments that depend on an index or a rate, initially
measured using the index or rate as at the commencement
date
- amounts
expected to be payable under a residual value guarantee
- the
exercise price under a purchase option that the Group is reasonably
certain to exercise, lease payments in an optional renewal period
if the Group is reasonably certain to exercise an extension option,
and penalties for early termination of a lease unless the Group is
reasonably certain not to terminate early.
The lease liability is subsequently
measured by adjusting the carrying amount to reflect the interest
charge, the lease payments made and any reassessment or lease
modifications. The lease liability is remeasured if the Group
changes its assessment of whether it will exercise a purchase,
extension or termination option.
When the lease liability is
remeasured in this way, a corresponding adjustment is made to the
carrying amount of the right-of-use asset, or is recorded in profit
or loss if the carrying amount of the right-of-use asset
has been reduced to zero.
Where the Group is an intermediate
lessor in a sub-lease, it accounts for its interests in the head
lease and the sub-lease separately. It assesses the lease
classification of a sub-lease with reference to the right-of-use
asset arising from the head lease, not with reference to the
underlying asset.
Leases that qualify for the
low-value asset exemption or short-term lease exemption do not fall
within the scope of IFRS 16 and continue to be treated as off
balance sheet.
1.9 SHARE BASED PAYMENTS
The Group engages in equity-settled
and cash-settled share-based payment transactions in respect
of services received from its employees.
Equity-settled awards
For equity-settled share-based
payments, the fair value of the award is measured by reference to
the fair value of the shares or share options granted on the grant
date. The cost of the employee services received in respect of the
shares or share options granted is recognised in profit or loss
over the vesting period, with a corresponding credit to
equity.
The fair value of the awards or
options granted is determined using a binomial pricing model, which
takes into account the current share price, the risk-free interest
rate, the expected volatility of the company's share price over the
life of the option or award, any applicable exercise price and
other relevant factors. Only those vesting conditions that include
terms related to market conditions are taken into account in
estimating fair value. Non-market vesting conditions are taken into
account by adjusting the number of shares or share options included
in the measurement of the cost of employee services so that,
ultimately, the amount recognised in profit or loss reflects the
number of vested shares or share options, with a corresponding
adjustment to equity. Where vesting conditions are related to
market conditions, the charges for the services received are
recognised regardless of whether or not the market-related vesting
condition is met, provided that any non-market vesting conditions
are also met. Shares purchased and issued are recorded directly in
equity.
Cash-settled awards
For cash-settled share-based
payments, a liability is recognised for the services received, and
the related employer's taxes, at the balance sheet date, measured
at the fair value of the liability. At each subsequent balance
sheet date and at the date on which the liability is settled, the
fair value of the liability is remeasured with any changes in fair
value recognised in profit or loss.
1.10 TAXATION
Current Tax
Current tax is the expected tax
payable or receivable on net taxable income for the year. Current
tax is calculated using tax rates enacted or substantively
enacted by the balance sheet date, together with any adjustment to
tax payable or receivable in respect of previous years.
Deferred tax
Deferred tax is accounted for under
the balance sheet liability method in respect of temporary
differences using tax rates (and laws) that have been enacted or
substantively enacted by the balance sheet date and are expected to
apply when the liability is settled or when the asset is
realised.
Deferred tax liabilities are
recognised for all temporary differences and deferred tax assets
are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary
differences may be utilised, except where the temporary difference
arises:
- from the
initial recognition of goodwill;
- from the
initial recognition of other assets and liabilities in a
transaction, which affects neither the tax profit nor the
accounting profit, other than in a business combination;
or
- in
relation to investments in subsidiaries and associates, where the
Group is able to control the reversal of the temporary difference
and it is the Group's intention not to reverse the temporary
difference in the foreseeable future.
Deferred tax assets and liabilities
are offset when they relate to income taxes levied by the same
taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
Current and deferred tax are
recognised:
- in other
comprehensive income if they relate to items recognised in other
comprehensive income
- directly
in retained earnings if they relate to items recognised directly in
retained earnings.
1.11 CASH AND CASH EQUIVALENTS
Cash comprises cash in hand and
demand deposits.
Demand deposits include balances
with central banks which are realisable on demand.
Cash equivalents includes loans and
advances to banks with a maturity of less than three months from
the date of acquisition.
For the purposes of the consolidated
statement of cash flows, cash and cash equivalents consist of cash
and cash equivalents as defined above, net of outstanding bank
overdrafts, which are included in the Group's cash
management.
1.12 FINANCIAL ASSETS
Initial recognition and measurement
Financial assets, excluding trade
debtors, are initially recognised when the Group becomes party to
the contractual provisions of the asset. Trade debtors are
recognised when cash is advanced to the borrowers.
Financial assets are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition (except those assets classified
at fair value through profit or loss). Trade debtors without a
significant financing component are initially measured at the
transaction price.
Financial assets are not
reclassified subsequent to their initial recognition unless the
Group changes its business model for managing financial assets, in
which case all affected financial assets are reclassified on the
first day of the first reporting period following the change in the
business model.
For settlement balances, trade date
accounting is applied to all regular way purchases and sales
of assets.
Classification and subsequent measurement
Financial assets are classified and
measured in the following categories:
-
amortised cost
Financial assets are measured at
amortised cost if their contractual terms give rise to cash flows
that are solely payments of principal and interest on the principal
amount outstanding and they are held within a business model whose
objective is to hold assets to collect contractual cash
flows.
Assets are measured at amortised
cost using the effective interest rate method (note 1.7), less
any impairment losses. Interest income, foreign exchange gains
and losses and impairment are recognised in profit or loss. Any
gain or loss on derecognition is recognised in profit or
loss.
-
at fair value through other comprehensive income (FVOCI)
Debt instruments are measured at
FVOCI if their contractual terms give rise to cash flows that are
solely payments of principal and interest on the principal amount
outstanding and they are held within a business model whose
objective is both to hold assets to collect contractual cash flows
and to sell the assets.
For debt instruments, interest
income is calculated using the effective interest method. For
equity instruments, dividends are recognised as income in profit or
loss unless the dividend clearly represents a recovery of part of
the cost of the investment. All other gains and losses on assets
at FVOCI are recognised in OCI.
-
at fair value through profit or loss (FVTPL)
All equity instruments are measured
at FVTPL unless the instrument is not held for trading,
the Group irrevocably elects to measure the instrument at
FVOCI. This election is made on an investment-by-investment
basis.
All financial assets not classified
as measured at amortised cost or FVOCI as described above are
measured at FVTPL. On initial recognition, the Group may
irrevocably designate a financial asset that otherwise meets the
requirements to be measured at amortised cost or FVOCI at FVTPL if
doing so eliminates or significantly reduces an accounting mismatch
that would otherwise arise.
Net gains and losses, including any
interest or dividend income, are recognised in profit or
loss.
Business model assessment
The Group assesses the objective of
the business model in which a financial asset is held at a
portfolio level. The information considered includes:
- the
objectives for the portfolio and how those tie in to the current
and future strategy of the Group
- how the
performance of the portfolio is evaluated and reported to the
Group's management
- the risks
that affect the performance of the business model (and the
financial assets held within that business model) and how those
risks are managed
- how Group
employees are compensated, e.g. whether compensation is based on
the fair value of the assets managed or the contractual cash flows
collected
- the
frequency, volume and timing of sales of financial assets in prior
periods, the reasons for such sales and expectations about future
sales activity.
Payments of principal and interest criterion
In assessing whether the contractual
cash flows are solely payments of principal and interest,
the Group considers:
- the
contractual terms of the instrument, checking consistency with
basic lending criteria
- the
impact of the time value of money
- features
that would change the amount or timing of contractual cash
flows
- other
factors, such as prepayment or extension features.
Derecognition
Financial assets are derecognised
when the contractual rights to receive cash flows have expired
or the Group has transferred substantially all the risks and
rewards of ownership.
Impairment of financial assets
The Group recognises loss allowances
for expected credit losses (ECLs) on financial assets measured at
amortised cost and FVOCI and loan commitments held off balance
sheet.
A financial asset will attract a
loss allowance equal to either:
- 12-month
ECLs (losses resulting from possible defaults within the next 12
months); or
- lifetime
ECLs (losses resulting from possible defaults over the remaining
life of the financial asset).
The latter applies if there has been
a significant deterioration in the credit quality of the asset;
albeit lifetime ECLs will always be recognised for trade
receivables, contract assets or lease receivables without a
significant financing component.
The maximum period considered when
estimating ECLs is the maximum contractual period over which the
Group is exposed to credit risk.
The Group measures loss allowances
at an amount equal to lifetime ECLs, except for treasury book and
investment management loan book exposures (see note 11) for which
credit risk has not increased significantly since initial
recognition, which are measured at 12-month ECLs.
Loss allowances for trust and
financial planning debtors are always measured at an amount equal
to lifetime ECLs.
When assessing whether the credit
risk of a financial asset has increased significantly between the
reporting date and initial recognition, quantitative and
qualitative indicators are used. More detail can be found at note
11.
Measurement of ECLs
Treasury book and investment
management loan book
The Group has developed a model for
calculating ECLs on its treasury book and investment management
loan book (which includes loan commitments held off balance sheet).
The Group has developed three different economic scenarios: a base
case, an upside and a downside.
The base case is assigned a 60%
probability of occurring with the upside and downside each assigned
a 20% probability of occurring.
The economic scenarios are based on
the projections of GDP, inflation, unemployment rates, house price
indices, financial markets and interest rates as set out in the
banking system stress testing scenario published annually by the
PRA.
Management adjust the projections
for the economic variables in arriving at the upside and
downside scenarios.
Under each resultant scenario, an
ECL is forecast for each exposure in the treasury book and
investment management loan book. The ECL is calculated based on
management's estimate of the probability of default, the loss given
default and the exposure at default of each exposure taking into
account industry credit loss data, the Group's own credit loss
experience, the expected repayment profiles of the exposures and
the level of collateral held. Industry credit loss information is
drawn from data on credit defaults for different categories of
exposure published by the Council of Mortgage Lenders and Standard
& Poor's.
The model adopts a staging
allocation methodology, primarily based on changes in the internal
and/or external credit rating of exposures to identify significant
increases in credit risk since inception of the
exposure.
The Group has not rebutted the
presumption that if an exposure is more than 30 days past due,
the associated credit risk has significantly
increased.
More detail on the Group's staging
criteria is provided in note 11.
ECLs are discounted back to the
balance sheet date at the effective interest rate of the
asset.
Trust and financial planning
debtors
The Group's trust and financial
planning debtors are generally short term and do not contain
significant financing components. Therefore, the Group has applied
a practical expedient by using a provision matrix to calculate
lifetime ECLs based on actual credit loss experience over the past
four years.
Credit-impaired financial
assets
At each reporting date, the Group
assesses whether financial assets carried at amortised cost and
FVOCI are credit-impaired. A financial asset is 'credit-impaired'
when one or more events that have a detrimental impact on the
estimated future cash flows of the financial asset have occurred.
The Group's definition of default is given in note
11.
Presentation of
impairment
The carrying amount of financial
assets measured at amortised cost is reduced by a loss allowance.
The carrying value of assets measured at FVOCI, is not adjusted by
loss allowance but instead the loss allowance is recorded in
equity.
Impairment losses related to the
Group's treasury book and investment management loan book are
presented in 'interest expense and similar charges' and those
related to all other financial assets (including trust and
financial planning debtors) are presented under 'other operating
expenses'. No losses are presented separately on the statement
of the comprehensive income and there have been no
reclassifications of amounts previously recognised under IAS
39.
1.13 PROPERTY, PLANT AND
EQUIPMENT
All property, plant and equipment is
stated at historical cost, which includes directly attributable
acquisition costs, less accumulated depreciation and impairment
losses. Depreciation is charged so as to write off the
cost of assets to their estimated residual value over their
estimated useful lives, using the straight-line method, on the
following bases:
- leasehold
improvements: 10 years or over the lease term.
- plant,
equipment and computer hardware: over 3 to 10 years.
The assets' residual lives are
reviewed, and adjusted if appropriate, at each balance sheet date.
Gains and losses on disposals are determined by comparing
proceeds with the carrying amount and these are included in
profit or loss.
1.14 INTANGIBLE ASSETS
Goodwill
Goodwill arises through business
combinations and represents the excess of the cost of acquisition
over the Group's interest in the fair value of the identifiable
assets, liabilities and contingent liabilities of a business at the
date of acquisition.
Goodwill is recognised as an asset
and measured at cost less accumulated impairment losses. It is
allocated to Groups of cash-generating units, which represent the
lowest level at which goodwill is monitored for internal management
purposes. Cash-generating units are identified as the smallest
identifiable group of assets that generates cash inflows that are
largely independent of the cash inflows from other assets or groups
of assets, and are no larger than the Group's operating segments,
as set out in note 3.
On disposal of a subsidiary, the
attributed amount of goodwill that has not been subject to
impairment is included in the determination of the profit or loss
on disposal.
Client relationships
Client relationships acquired as
part of a business combination are initially recognised at fair
value (note 1.4). Determining whether a transaction that involves
the purchase of client relationships is treated as a business
combination or a separate purchase of intangible assets requires
judgement. The factors that the Group takes into consideration
in making this judgement are set out in note 2.1.
Individually purchased client
relationships are initially recognised at cost. Where a transaction
to acquire client relationship intangible assets includes an
element of variable deferred consideration, an estimate is made of
the value of consideration that will ultimately be paid. The client
relationship intangible asset recognised on the balance sheet is
adjusted for any subsequent change in the value of deferred
consideration. Note 2.1 sets out the approach taken by the Group
where judgement is required to determine whether payments made for
the introduction of client relationships should be capitalised
as intangible assets or charged to profit or loss.
Client relationship intangible
assets are subsequently carried at the amount initially recognised
less accumulated amortisation, which is calculated using the
straight-line method over their estimated useful lives (normally 10
to 15 years, but not more than 15 years).
Computer software and software development
costs
Costs incurred to acquire and bring
to use computer software licences are capitalised and amortised
through profit or loss over their expected useful lives (3 to 4
years).
Costs that are directly associated
with the production of identifiable and unique software products
controlled by the Group are recognised as intangible assets when
the Group is expected to benefit from future use of the software
and the costs are reliably measurable. Other costs of producing
software are charged to profit or loss as incurred. Computer
software development costs recognised as assets are amortised using
the straight-line method over their useful lives (not exceeding
4 years).
Where services provided by a
software-as-a-service arrangement do not result in the recognition
of an intangible asset, non-distinct configuration and
customisation costs are expensed when access to the software is
provided. The cost is spread over the contractual term.
1.15 IMPAIRMENT OF GOODWILL AND INTANGIBLE
ASSETS
At each balance sheet date, the
Group reviews the carrying amounts of its intangible assets to
determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any). Where the
asset does not generate cash flows that are independent from other
assets, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs. The recoverable
amount is the higher of fair value less costs to sell and value in
use. See note 2.1 for further detail.
Goodwill is tested for impairment at
least annually. For the purposes of impairment testing, goodwill is
allocated to groups of cash-generating units. The carrying amount
of each group of cash-generating units is compared to its value in
use, calculated using a discounted cash flow method. If the
recoverable amount of the group of cash-generating units is less
than the carrying amount of the group of units, the impairment loss
is allocated first to reduce the carrying amount of the goodwill
allocated to that group of units and then to the other assets of
the group of units pro rata on the basis of the carrying amount of
each asset in the group of units.
Client relationship intangible
assets are reviewed bi-annually for indicators of impairment.
Intangible assets acquired through business combinations are tested
for impairment by reviewing the key inputs supporting the initial
valuation of the asset at acquisition against the Group's current
forecasts of those inputs, including revenue margins and net client
flows. Intangible assets acquired through newly recruited
investment managers under contractual agreements are tested for
impairment by reviewing lost client relationships in the period. In
determining whether a client relationship is lost, the Group
considers factors such as the level of funds withdrawn and the
existence of other retained family relationships. When client
relationships are lost, the full amount of unamortised cost is
recognised immediately in profit or loss and the intangible asset
is derecognised. See note 2.1 for further detail.
If the recoverable amount of any
asset other than goodwill or client relationships is estimated to
be less than its carrying amount, the carrying amount of the asset
is reduced to its recoverable amount.
Any impairment loss is recognised
immediately in profit or loss.
1.16 FINANCIAL LIABILITIES
Initial recognition and measurement
Financial liabilities are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue.
Classification and subsequent measurement
Financial liabilities are classified
as measured at amortised cost or at fair value through profit or
loss.
The Group has not designated any
liabilities as fair value through profit or loss and holds no
liabilities as held for trading. Financial liabilities are measured
at amortised cost using the effective interest method (note 1.7).
Amortised cost is calculated by taking into account any issue costs
and any discounts or premiums on settlement. Interest expense and
foreign exchange gains and losses are recognised in profit or loss.
Any gain or loss on derecognition is also recognised in profit or
loss.
For settlement balances, trade date
accounting is applied to all regular way purchases and sales
of assets.
Derecognition
The Group derecognises financial
liabilities when its contractual obligations are discharged,
cancelled or expired, or when the financial liability is
substantially modified..
1.17 PROVISIONS AND CONTINGENT
LIABILITIES
Provisions are recognised when the
Group has a present obligation (legal or constructive) as a result
of a past event and it is probable that an outflow of economic
benefits, that can be reliably estimated, will occur. Provisions
are measured at the present value of the expenditures expected to
be required to settle the obligation, discounted using a pre-tax
rate that reflects current market assessments of the time
value of money and the risks specific to the obligation.
Contingent liabilities are possible
obligations that depend on the outcome of uncertain future events
or those present obligations where the outflows of resources are
uncertain or cannot be measured reliably. Contingent liabilities
are not recognised in the financial statements but are disclosed
unless the likelihood of crystallisation is judged to be
remote.
1.18 RETIREMENT BENEFIT OBLIGATIONS ON RETIREMENT
BENEFIT SCHEMES
The Group's net liability/asset in
respect of defined benefit pension plans is calculated separately
for each plan by estimating the amount of future benefit that
employees have earned in return for their service in the current
and prior years; that benefit is discounted to determine its
present value, and the fair value of any plan assets (at bid
price), including the value of any bulk annuity policies, is
deducted. Any asset resulting from this calculation is limited
to the present value of available refunds and reductions in future
contributions to the plan.
The cost of providing benefits under
defined benefit plans is determined using the projected
unit credit method, with actuarial valuations being carried
out at each balance sheet date. Net remeasurements of the
defined benefit liability/asset are recognised in full in the
period in which they occur in other comprehensive
income.
Past service costs or gains are
recognised in profit or loss immediately in the period of a plan
amendment. Interest income on defined benefit assets and interest
expense on the defined benefit obligations are also recognised in
profit or loss in the period.
The amount recognised in the balance
sheet for death-in-service benefits represents the present
value of the estimated obligation, reduced by the extent to
which any future liabilities will be met by insurance
policies.
The company determines the net
interest on the net defined benefit liability/asset for the year by
applying the discount rate used to measure the defined benefit
obligation at the beginning of the year to the net defined
benefit liability/asset.
Contributions to defined
contribution retirement benefit schemes are charged to profit or
loss as an expense as they fall due.
1.19 SEGMENTAL REPORTING
The Group determines and presents
operating segments based on the information that is provided
internally to the Group Executive Committee, which is the Group's
chief operating decision-maker. Operating segments are organised
around the services provided to clients.
Transactions between operating
segments are reported within the income or expenses for those
segments; intra-segment income and expenditure is eliminated at
Group level. Indirect costs are allocated between segments in
proportion to the principal cost driver for each category of
indirect costs that is generated by each segment.
1.20 FIDUCIARY ACTIVITIES
The Group commonly acts as trustee
and in other fiduciary capacities that result in the holding or
placing of assets on behalf of individuals, trusts, retirement
benefit plans and other institutions. Such assets and income
arising thereon are excluded from these financial statements, as
they are not assets of the Group. Largely as a result of cash and
settlement processing, the Group holds money on behalf of some
clients in accordance with the Client Money Rules of the Financial
Conduct Authority, the Jersey Financial Services Commission, the
Guernsey Financial Services Commission and the Solicitors' Accounts
Rules issued by the Solicitors Regulation Authority, as applicable.
Such monies and the corresponding amounts due to clients are not
shown on the balance sheet as the Group is not beneficially
entitled to them.
1.21 MERGER RESERVE
The merger reserve is used where
more than 90% of the share capital in a subsidiary is acquired, and
the consideration includes the issue of new shares by the Company,
thereby attracting merger relief under Section 612 of the Companies
Act 2006.
1.22 FAIR VALUE MEASUREMENT
The fair values of quoted financial
instruments in active markets are based on current bid prices. Such
instruments would be included in level 1 of the fair value
hierarchy. If an active market for a financial asset does not
exist, the Group establishes fair value by using valuation
techniques. These include the use of recent arm's-length
transactions, discounted cash flow analysis, option pricing models
and other valuation techniques commonly used by market
participants. These instruments would be classified under level 3
in the fair value hierarchy.
The Group recognises transfers
between levels of the fair value hierarchy at the end of the
reporting period during which the change has occurred.
2 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES
OF ESTIMATION UNCERTAINTY
The Group makes judgements and
estimates that affect the application of the Group's accounting
policies and reported amounts of assets, liabilities, income and
expenses within the next financial year. Estimates and assumptions
are continually evaluated and are based on historical experience
and other factors, including expectations of future events
that are believed to be reasonable under
the circumstances.
The following key accounting
policies involve critical judgements made in applying the
accounting policies and involve material estimation
uncertainty.
2.1 CLIENT RELATIONSHIP INTANGIBLES (NOTE
8)
Critical judgements
Client Relationship intangibles purchased through corporate
transactions
When the Group purchases client
relationships through transactions with other businesses,
a judgement is made as to whether the transaction should be
accounted for as a business combination or as a separate purchase
of intangible assets. In making this judgement, the Group assesses
the assets, liabilities, operations and processes that were the
subject of the transaction against the definition of a business
combination in IFRS 3. In particular, consideration is given to
whether ownership of a corporate entity has been acquired, among
other factors.
Payments to newly recruited investment
managers
The Group assesses whether payments
made to newly recruited investment managers under contractual
agreements represent payments for the acquisition of client
relationship intangible assets or remuneration for ongoing services
provided to the Group. If these payments are incremental costs of
acquiring investment management contracts and are deemed to be
recoverable (i.e. through future revenues earned from the FUMA that
relate to the investment management contract), they are capitalised
as client relationship intangible assets (note 8). Otherwise, the
payments are judged to be in relation to the provision of ongoing
services and are expensed as remuneration costs in the period that
they are transferred. Upfront payments made to investment managers
upon joining are expensed as incurred, as they are not judged to be
incremental costs for acquiring client relationships. At 31
December 2024, these intangible assets totalled £39.2 million
(2023: £34.2 million).
Estimation uncertainty
Amortisation of client relationship
intangible assets
The Group makes estimates as to the
expected duration of client relationships to determine the
period over which the related intangible assets are amortised.
The amortisation period is estimated with reference to historical
data on the longevity of client relationships. During the year,
client relationship intangible assets were amortised over a period
of between 10 and 15 years. As a result of the IW&I combination
in 2023, the sensitivities over the amortisation charge no longer
meets the criteria of being at significant risk of material
adjustment for the enlarged Group within the next financial
year. Consequently, this is no longer considered to be an
area of estimation uncertainty, but this shall continue to be
monitored.
Impairment review of client
relationship intangible assets
At the end of each reporting period,
the Group reviews the carrying amount of its client relationship
intangible assets acquired through business combinations to
determine whether there is any indication of impairment. At 31
December 2024, these intangible assets totalled £429.3 million
(2023: £468.6 million). Significant judgment is required in
determining whether certain events or circumstances constitute
indicators of impairment, and in calculating the recoverable amount
of the intangible assets when required.
If an indication of impairment
exists, the recoverable amount of the asset is estimated, being the
higher of fair value less costs to sell and value-in-use. Where
value-in-use is used to calculate the recoverable amount,
discounted cash flow forecasts associated with the acquired client
relationships are produced, reflecting key assumptions for
operating profit margin, net client flows and pre-tax discount
rates. Future cash flows are based on the latest financial budgets
approved by the Board, or historic data, where relevant. Discount
rates are aligned with the Group cost of capital. Where fair value
is estimated to calculate the recoverable amount of an asset,
indicative trading multiples from recent market acquisitions of
comparable businesses in the same industry are used. Changes in
these inputs may impact the amount of any impairment loss
recognised in operating expenses.
At 31 December 2024, no indicators
of impairment relating to the Group's client relationship
intangible assets were identified.
The largest individual client relationship intangible asset relates
to the acquisition of IW&I in 2023, with a carrying amount of
£317.7 million at 31 December 2024. This asset was determined as
having the greatest potential for material impairment. During the
year, the asset was assessed for indicators of impairment using a
fair value less cost to sell model. Our estimate of the fair value
less costs to sell, based on comparable business FUM multiples,
would have to fall by approximately 30% in order to trigger a
possible impairment of the client relationship intangible
asset.
2.2 RETIREMENT BENEFIT OBLIGATIONS (NOTE
10)
Estimation uncertainty
The principal assumptions underlying
the reported surplus of £0.5 million (2023: £7.0 million surplus)
are set out in note 10.
During the year, the Trustees of the
Group's defined benefit pension schemes entered into an agreement
with Canada Life to fully insure the future benefits of members of
both schemes in a 'buy-in' arrangement. An asset for the bulk
annuity policy was subsequently recognised at a fair value
equivalent to the liabilities in the scheme. The liabilities
continue to be revalued in line with IAS 19, and the bulk annuity
asset is revalued accordingly by an equal and offsetting amount.
Given that the risks relating to retirement benefits are fully
insured, we no longer consider this to be an area of estimation
uncertainty, although we note that the final premium payable to
Canada Life is subject to confirmation once a period of data
cleanse is conducted, albeit with no significant adjustments
expected.
2.3 BUSINESS COMBINATIONS (NOTE
4)
2.3.1 Investec Wealth & Investment
Critical judgements
In 2023, the Group acquired the
entire share capital of Investec Wealth & Investment Limited
(IW&I). The Group accounted for the transaction as a
business combination, as set out in Note 4.
Consideration receivable
A reduction in the value of IW&I
goodwill by £5.1 million has been recognised during the year. This
is attributable to the recognition of consideration receivable by
the Group from the seller, Investec Bank plc, under the terms of
the acquisition. This reassessment of the fair value of net assets
acquired relates to new information received during the IFRS 3
measurement period about facts and circumstances that existed at
the date of acquisition. Any variance to the asset of £5.1 million
recognised at 31 December 2024 will be a post-acquisition
adjustment; a reasonable possible change to this asset is an
increase to cash by £0.9 million.
2.3.2 Saunderson House
Estimation uncertainty
In 2021, the Group acquired the
entire share capital of Saunderson House Limited which was
recognised as a business combination. The consideration included
equity-settled deferred awards payable under the Saunderson House
Transaction Incentive Plan 2021, which was contingent on the
recipients remaining employees of the Group for a specific period,
and was consequently accounted for as remuneration for ongoing
services from employment. The amounts payable were expensed over
the deferral period.
The amount payable under the
Saunderson House Transaction Incentive Plan 2021 was subject
to the achievement of certain operational and performance
targets, which were measured at 31 December 2024 ('the measurement
date'). A profit or loss charge was recognised in equity
for the consideration payable. Under the terms of the award,
payment was calculated as 0.1% of the Saunderson House funds under
management (FUM) at the measurement date, excluding assets that had
not migrated to a Rathbones proposition by this date. In addition
to the FUM-based award were integration and discretionary
awards.
These awards vested at 31 December
2024 (see note 4 for further detail), therefore this matter
is no longer considered an area of estimation
uncertainty.
3 SEGMENTAL INFORMATION
IFRS 8 requires operating segments
to be identified on the basis of internal reports about components
of the Group that are regularly reviewed by the chief operating
decision-maker, which takes the form of the Group Executive
Committee, in order to allocate resources to the segment and
to assess its performance.
For management purposes, the Group
is organised into two operating segments: Wealth Management and
Asset Management. Centrally incurred shared services are allocated
to these operating segments on the basis of the cost drivers that
generate the expenditure; principally, these are, the headcount of
income generating teams within the segment, the value of funds
under management and administration of the segment, the segment's
total revenue, and the segment's share of total expenditure. The
allocation of these costs is shown in a separate column in the
table below, alongside the information presented for internal
reporting. Wealth Management Segmental Assets relate to assets held
within the Investment Management (which includes Financial Planning
advice), Banking and Trust Business Segments. Asset Management
Segmental Assets are assets held solely within the Asset Management
Business Segment. Unallocated Segmental Assets relate to the Net
Defined Benefit Asset held on the balance sheet.
IW&I was identified as a
separate operating segment of the Group in 2023, the results of the
segment were presented in aggregate with the Group's Wealth
Management segment, on the basis that the long-term characteristics
of both are expected to align following the initial integration
period of the businesses. Due to the process of integrating
IW&I into the wider business during the current year, IW&I
is no longer considered a separate operating segment of the Group
and is now considered to be a part of the Wealth Management
operating segment.
31 December 2024
|
|
Wealth
Management
|
Asset
Management
|
Shared
Services
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
Net investment management fee
income
|
|
575.1
|
79.4
|
-
|
654.5
|
Net commission income
|
|
91.8
|
-
|
-
|
91.8
|
Net interest income
|
|
62.3
|
1.6
|
-
|
63.9
|
Fees from advisory
services
|
|
54.5
|
-
|
-
|
54.5
|
Other income
|
|
30.5
|
0.7
|
-
|
31.2
|
Operating income
|
|
814.2
|
81.7
|
-
|
895.9
|
|
|
|
|
|
|
Staff costs − fixed
|
|
(233.9)
|
(7.9)
|
(54.6)
|
(296.4)
|
Staff costs − variable
|
|
(129.5)
|
(20.5)
|
(18.2)
|
(168.2)
|
Total staff costs
|
|
(363.4)
|
(28.4)
|
(72.8)
|
(464.6)
|
Other direct expenses
|
|
(108.3)
|
(15.4)
|
(80.0)
|
(203.7)
|
Allocation of shared
services
|
|
(140.3)
|
(12.5)
|
152.8
|
-
|
Underlying operating
expenses
|
|
(612.0)
|
(56.3)
|
-
|
(668.3)
|
Underlying profit before
tax
|
|
202.2
|
25.4
|
-
|
227.6
|
Charges in relation to client
relationships and goodwill
|
|
(44.6)
|
-
|
-
|
(44.6)
|
Acquisition-related and integration
costs
|
|
(83.4)
|
-
|
-
|
(83.4)
|
Segment profit before tax
|
|
74.2
|
25.4
|
-
|
99.6
|
Profit before tax attributable to
equity holders of the company
|
|
|
|
|
99.6
|
Taxation
|
|
|
|
|
(34.1)
|
Profit for the year attributable to
equity holders of the company
|
|
|
|
|
65.5
|
|
|
Wealth
Management
|
Asset
Management
|
Unallocated Assets
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
Segment total assets
|
|
4,218.8
|
70.8
|
0.5
|
4,290.1
|
31 December 2023
|
|
Wealth
Management
|
Asset
Management
|
Shared
Services
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
Net investment management fee
income
|
|
350.1
|
64.7
|
-
|
414.8
|
Net commission income
|
|
53.6
|
-
|
-
|
53.6
|
Net interest income
|
|
49.9
|
1.8
|
-
|
51.7
|
Fees from advisory
services
|
|
40.5
|
-
|
-
|
40.5
|
Other income
|
|
9.8
|
0.7
|
-
|
10.5
|
Operating income
|
|
503.9
|
67.2
|
-
|
571.1
|
|
|
|
|
|
|
Staff costs - fixed
|
|
(147.2)
|
(7.1)
|
(51.8)
|
(206.1)
|
Staff costs - variable
|
|
(78.2)
|
(13.4)
|
(15.9)
|
(107.5)
|
Total staff costs
|
|
(225.4)
|
(20.5)
|
(67.7)
|
(313.6)
|
Other direct expenses
|
|
(53.7)
|
(12.2)
|
(64.5)
|
(130.4)
|
Allocation of shared
services
|
|
(119.4)
|
(12.8)
|
132.2
|
-
|
Underlying operating
expenses
|
|
(398.5)
|
(45.5)
|
-
|
(444.0)
|
Underlying profit before
tax
|
|
105.4
|
21.7
|
-
|
127.1
|
Charges in relation to client
relationships and goodwill
|
|
(25.2)
|
-
|
-
|
(25.2)
|
Acquisition-related and integration
costs
|
|
(11.0)
|
-
|
(33.3)
|
(44.3)
|
Segment profit before tax
|
|
69.2
|
21.7
|
(33.3)
|
57.6
|
Profit before tax attributable to
equity holders of the company
|
|
|
|
|
57.6
|
Taxation
|
|
|
|
|
(20.1)
|
Profit for the year attributable to
equity holders of the company
|
|
|
|
|
37.5
|
|
|
|
|
|
|
|
|
Wealth
Management
|
Asset
Management
|
Unallocated Assets
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
Segment total assets
|
|
4,099.6
|
117.8
|
7.0
|
4,224.4
|
The following table reconciles
underlying operating expenses to operating expenses:
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Underlying operating
expenses
|
|
668.3
|
444.0
|
Charges in relation to client
relationships and goodwill
|
|
44.6
|
25.2
|
Acquisition-related costs
|
|
83.4
|
44.3
|
Operating expenses
|
|
796.3
|
513.5
|
GEOGRAPHIC ANALYSIS
The
following table presents operating income analysed by the
geographical location of the Group entity providing the
service:
|
2024
|
2023
|
|
£m
|
£m
|
United Kingdom
|
874.4
|
553.4
|
Channel Islands
|
21.5
|
17.7
|
Operating income
|
895.9
|
571.1
|
The following is an analysis of the
carrying amount of non-current assets analysed by the geographical
location of the assets:
|
2024
|
2023
|
|
£m
|
£m
|
United Kingdom
|
1,075.2
|
1,103.0
|
Channel Islands
|
3.0
|
2.9
|
Non-current assets
|
1,078.2
|
1,105.9
|
TIMING OF REVENUE RECOGNITION
The following table presents operating income analysed by the
timing of revenue recognition of the operating segment providing
the service:
|
2024
|
2023
|
|
Wealth
Management
|
Asset
Management
|
Wealth
Management
|
Asset
Management
|
|
£m
|
£m
|
£m
|
£m
|
Products and services transferred at
a point in time
|
96.9
|
-
|
44.4
|
-
|
Products and services transferred
over time
|
717.3
|
81.7
|
459.5
|
67.2
|
|
814.2
|
81.7
|
503.9
|
67.2
|
MAJOR CLIENTS
The Group is not reliant on any one
client or group of connected clients for generation of
revenues.
4 BUSINESS COMBINATIONS
INVESTEC WEALTH & INVESTMENT
On 21 September 2023, the Group
completed its acquisition of 100% of the ordinary share capital of
Investec Wealth & Investment Limited (IW&I) from Investec
Bank plc. Full details of the acquisition are set out in note 4 of
the 2023 annual report and accounts.
Total consideration transferred to
Investec Bank plc of £751.9 million comprised a share issue
of 27,056,463 ordinary shares and 17,481,868 convertible
non-voting ordinary shares. Based on Rathbones' issued share
capital at completion, the total shares transferred to Investec
Bank plc amounted to an economic interest in Rathbones Group Plc of
41.25% but, in accordance with the terms of the acquisition, 29.9%
of the total voting rights in Rathbones Group Plc.
As set out in note 8, the value of
acquired goodwill has been adjusted during the year for new
information relating to facts and circumstances that existed at the
acquisition date.
Deferred Incentive awards
Deferred awards and contingent
payments were granted to certain IW&I employees under the
Rathbones Integration Incentive Scheme. These payments require the
recipients of the awards to remain in employment with the Group for
the duration of the respective deferral periods, and therefore
these amounts have not been included in the accounting for the
acquisition under IFRS 3 Business Combinations. The cost for these
equity-settled awards is being charged to profit or loss in line
with IFRS 2 and spread over each respective vesting period. Details
of the share awards are as follows:
|
Gross
amount
|
Grant
date
|
Grant
date
fair
value
|
Final
vesting date
|
|
£m
|
|
£m
|
|
Rathbones Integration Incentive
Scheme
|
39.0
|
6 October
2023
|
31.2
|
22
September 2027
|
The Rathbone Integration Incentive
Scheme award of £39.0 million is payable in shares, and will vest
in three equal tranches annually on the second, third and fourth
anniversaries of the acquisition completion date, subject to
conditions relating to the client migration process. Vesting of the
final one-third of the shares on the fourth anniversary of the date
of grant will be subject to engagement in the client migration
process. The gross amount of £39.0 million represents management's
best estimate of the extent to which these conditions will be met.
The fair value at the date of grant was determined with reference
to the share price at the date of grant less the value of expected
dividends receivable over the period up to vesting, as no
dividends will be receivable during the vesting period. There are
no market-related performance conditions attached to these
awards.
A Business Enablement award of £6.9
million was also granted during the prior year and is payable
predominantly in cash to different groups of employees in key
business enablement functions. Recipients of the award who are
classified by the company as material risk-takers receive 50% of
their total variable pay in the form of shares of Rathbones Group
plc. Approximately 30% of the total award vested on 31 March 2024,
and the remainder will vest on 31 March 2025, subject to
the recipients remaining employed until this date and other
conditions being met. The Group treats the cash element of the
award as an employee benefit under IAS 19, with a corresponding
liability recognised for the services received at the balance sheet
date, and the share element of the awards as equity-settled
share-based payments under IFRS 2.
In May and June 2024, two additional
awards were granted to certain employees of Rathbones Group Plc,
conditional upon the delivery of the integration plan for Rathbones
clients. The integration awards are payable in cash in 2025 and
2027 and have been recognised in line with IAS 19.
The charge in the income statement
for the above elements is as follows;
|
2024
|
2023
|
|
£m
|
£m
|
Incentivisation awards
|
15.9
|
4.8
|
These costs are being reported as
staff costs within integration-related costs (see note
5).
SAUNDERSON HOUSE
On 20 October 2021, the Group
acquired 100% of the ordinary share capital of the Saunderson
House Group.
Other Deferred Payments
In addition to a total cash
consideration of £98.9 million paid in prior years, the sale and
purchase agreement detailed other deferred and contingent payments
to be made to the vendors for the sale of the shares of the
Saunderson House Group. These payments were contingent on the
recipients remaining in employment with the Group for the duration
of the respective deferral periods. Consequently, the awards were
treated as remuneration for post-combination services and the cost
was charged to the income statement over the respective vesting
periods. Details of each of these elements are as
follows:
|
Gross
amount
|
Grant
date
|
Grant
date
fair
value
|
Vesting
date
|
|
£m
|
|
£m
|
|
Initial share
consideration
|
5.2
|
20
October 2021
|
5.5
|
20
October 2024
|
Management incentive
scheme
|
5.7
|
20
December 2021
|
4.9
|
31
December 2024
|
All of these payments were accounted
for as equity-settled share-based payments under IFRS 2.
-
Initial share consideration of £5.2 million was issued on the date
of acquisition and vested on the third anniversary of the
acquisition date, which fell during the year. As the share issuance
was in pursuance of the arrangement to acquire the shares of
the Saunderson House Group, the premium of £5.2 million on the
issuance of these shares was recognised within the merger
reserve.
-
The incentive plan for the Saunderson House senior management team
was subject to certain operational and financial performance
targets at the measurement date of 31 December 2024. The award was
calculated as 0.1% of qualifying funds under management at the
measurement date (see note 2). Additionally, £1.0 million of
integration awards vested at this date. £0.5 million of
discretionary awards were granted to employees as part of the
scheme in previous years.
These costs are being reported as
staff costs within acquisition-related costs (see note
5).
5 ACQUISITION-RELATED AND INTEGRATION
COSTS
During 2024 £83.4 million of
acquisition-related and integration costs were incurred
(2023: £44.3 million).
|
2024
|
2023
|
|
£m
|
£m
|
Acquisition of Speirs &
Jeffrey
|
-
|
1.0
|
Acquisition of Investec Wealth &
Investment
|
75.5
|
36.5
|
Acquisition of Saunderson
House
|
7.9
|
6.8
|
Acquisition-related and Integration
costs
|
83.4
|
44.3
|
Total acquisition-related staff
costs of £21.4 million (2023: 11.0 million) during the year relate
to equity-settled share-based payments.
COSTS RELATING TO THE ACQUISITION OF INVESTEC WEALTH &
INVESTMENT (IW&I)
The Group has incurred the following
costs in relation to the acquisition of IW&I, summarised by the
following classification within the income statement:
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Acquisition costs:
|
|
|
|
Acquisition-related legal and
advisory costs
|
|
-
|
21.3
|
Integration costs:
|
|
|
|
Integration related staff
costs
|
|
48.3
|
6.2
|
Other Integration Costs
|
|
27.2
|
9.0
|
Acquisition-related and Integration
costs
|
|
75.5
|
36.5
|
Acquisition-related legal and
advisory costs of £nil (2023: £21.3 million) and integration costs
of £nil (2023: £9.0 million) have not been allocated to a specific
operating segment (note 3).
Integration-related staff costs of
£48.3 million (2023: £6.2 million) predominately relate to
restructuring costs of £20.1 million, the majority of which have
not yet been settled and have been recognised within accruals and
other liabilities, and deferred incentive awards of £20.4
million.
Other integration costs of £27.2
million (2023: £9.0 million) mainly relate to technology and
consultancy costs.
COSTS RELATING TO THE ACQUISITION OF SPEIRS &
JEFFREY
The Group has incurred the following
costs in relation to the 2018 acquisition of Speirs & Jeffrey,
summarised by the following classification within the income
statement:
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Acquisition costs:
|
|
|
|
Staff costs
|
|
-
|
1.0
|
Acquisition-related and Integration
costs
|
|
-
|
1.0
|
COSTS RELATING TO THE ACQUISITION OF SAUNDERSON
HOUSE
The Group has incurred the
following costs in relation to the acquisition of Saunderson House
Group, summarised by the following classification within the income
statement:
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Acquisition costs:
|
|
|
|
Staff costs
|
|
3.3
|
3.9
|
Integration costs:
|
|
|
|
Other Integration Costs
|
|
4.6
|
2.9
|
Acquisition-related and Integration
costs
|
|
7.9
|
6.8
|
|
|
|
|
Integration costs of £nil
(2023: £2.9 million) have not been allocated to a specific
operating segment (note 3).
Staff costs of £3.3 million (2023:
£3.9 million) relate to deferred remuneration.
6 INCOME TAX EXPENSE
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Current tax:
|
|
|
|
-
charge for the year
|
|
41.1
|
22.8
|
-
adjustments in respect of prior years
|
|
(2.2)
|
1.1
|
Deferred tax:
|
|
|
|
-
credit for the year
|
|
(6.4)
|
(1.9)
|
-
adjustments in respect of prior years
|
|
1.6
|
(1.9)
|
|
|
34.1
|
20.1
|
The tax charge is calculated based
on the estimated amount payable as at the balance sheet date. Any
subsequent differences between these estimates and the actual
amounts paid are recorded as adjustments in respect of prior
years.
The tax charge on profit for the
year is higher (2023: higher) than the standard rate of corporation
tax in the UK of 25.0% (2023: 23.5%). 23.5% is a composite tax
rate, since the UK corporation tax rate was 19.0% until 31 March
2023 and 25.0% for the remainder of the financial year.
The differences are explained
below:
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Tax on profit from ordinary
activities at the standard rate of 25%
(2023: 23.5%)
|
|
24.9
|
13.6
|
Effects of:
|
|
|
|
-
disallowable expenses
|
|
7.1
|
8.0
|
-
share-based payments
|
|
2.9
|
(0.2)
|
-
tax on overseas earnings
|
|
(0.8)
|
(0.7)
|
-
adjustments in respect of prior year
|
|
(0.6)
|
(0.8)
|
-
deferred payments to previous owners of acquired
companies
|
|
-
|
0.3
|
-
change in corporation tax rate on deferred
tax
|
|
-
|
(0.1)
|
-
Tax impact on intra-group dividends
|
|
0.6
|
-
|
|
|
34.1
|
20.1
|
£nil of current tax on share-based
payments was charged to equity during the year (2023: £0.4
million).
On 11 July 2023, the government of
the United Kingdom, where the parent company is incorporated,
enacted the Pillar II income taxes legislation effective from 1
January 2024. Under the legislation, the parent company will
be required to pay, in the United Kingdom, top-up tax on profits of
its subsidiaries located in territories outside the United Kingdom
that are taxed at an effective tax rate of less than 15%. We
have undertaken a review of the regime and determined that the
Group will not be in scope for Pillar II income tax reporting until
the year ended 31 December 2026, we will continue to
monitor.
7 DIVIDENDS
|
2024
|
2023
|
|
£m
|
£m
|
Amounts recognised as distributions
to equity holders in the year:
|
|
|
-
final dividend for the year ended 31 December 2023
of 24.0p (2022: 56.0p) per share
|
25.2
|
33.4
|
-
interim dividend for the year ended 31 December
2024 of 30.0p (2023: 29.0p) per share
|
31.7
|
17.5
|
-
second interim dividend for the year ended 31
December 2023 of 34.0p per share
|
-
|
20.5
|
Dividends paid in the year of 54.0p
(2023: 119.0p) per share
|
56.9
|
71.4
|
Proposed final dividend for the year
ended 31 December 2024 of 63.0p (2023: 24.0p) per share
|
65.2
|
24.9
|
An interim dividend of 30.0p per
share was paid on 1 October 2024 to shareholders on the register
at the close of business on 6 September 2024 (2023:
29.0p).
A second interim dividend was not
paid in 2024 (2023: 34.0p).
A final dividend declared of 63.0p
per share (2023: 24.0p) is payable on 13 May 2025 to
shareholders on the register at the close of business on
11 April 2025. The final dividend is subject to approval by
shareholders at the Annual General Meeting on 8 May 2025 and
has not been included as a liability in these financial
statements.
8 INTANGIBLE ASSETS
Goodwill of £340.1 million was
initially recognised in 2023 as a result of the acquisition of
IW&I (see note 4), representing the future economic benefit
expected from an acquired workforce, expected future growth and
future client relationships, as well as operational and revenue
synergies.
Goodwill was revalued in the period
to £337.3 million, due to management receiving information during
the 12 month measurement period post-acquisition about facts and
circumstances that existed at the acquisition date. A reduction of
£5.1 million was attributable to the recognition of
consideration receivable owed to the Group by the seller (see note
2). This was partially offset by a £0.7 million increase in
goodwill attributable to a re-measurement of the acquired client
relationship intangible assets and the related deferred tax
liability, and a £1.5 million increase attributable to a
re-measurement of acquired property lease assets.
Client relationships of £350.3
million were initially recognised as part of the acquisition of
IW&I (see note 4). An average useful life of 14 years was
assigned to these relationships, based on observed historic
attrition rates. During the year, these intangible assets were
re-measured in line with IFRS 3 and adjusted downwards by £1.2
million to reflect new information about facts and circumstances in
existence at the acquisition date. The related deferred tax
liability was also reduced accordingly by £0.5 million.
|
2024
|
2023
|
|
£m
|
£m
|
Goodwill
|
504.9
|
507.8
|
Other intangible assets
|
477.8
|
517.5
|
|
982.7
|
1,025.3
|
GOODWILL
Goodwill acquired in a business combination is allocated, at
acquisition, to the cash-generating units (CGUs) that are expected
to benefit from that business combination.
The carrying amount of goodwill has
been allocated as follows:
|
|
Wealth
Management
|
IW&I
|
Asset
Management
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
Cost
|
|
|
|
|
|
At 1 January 2023
|
|
167.7
|
-
|
1.9
|
169.6
|
Acquired through business
combinations
|
|
82.1
|
258.0
|
-
|
340.1
|
At 1 January 2024
|
|
249.8
|
258.0
|
1.9
|
509.7
|
Other movements
|
|
-
|
(2.9)
|
-
|
(2.9)
|
Reclassification
|
|
255.1
|
(255.1)
|
-
|
-
|
At 31 December 2024
|
|
504.9
|
-
|
1.9
|
506.8
|
Impairment
|
|
|
|
|
|
At 1 January 2023
|
|
-
|
-
|
1.9
|
1.9
|
Charge for the year
|
|
-
|
-
|
-
|
-
|
At 1 January 2024
|
|
-
|
-
|
1.9
|
1.9
|
Charge for the year
|
|
-
|
-
|
-
|
-
|
At 31 December 2024
|
|
-
|
-
|
1.9
|
1.9
|
Carrying amount at 31 December
2024
|
|
504.9
|
-
|
-
|
504.9
|
Carrying amount at 31 December
2023
|
|
249.8
|
258.0
|
-
|
507.8
|
Carrying amount at 1 January
2023
|
|
167.7
|
-
|
-
|
167.7
|
Due to a change in the Groupʼs
reporting structure and operating segments in the year (see note
3), the Group now monitors total goodwill at the Wealth Management
reporting segment level, whereas previously IW&I goodwill was
monitored separately. This has resulted in a reclassification of
the total acquired IW&I goodwill to the Wealth Management
column in the table above as the CGU groups are considered to have
merged.
IMPAIRMENT
The recoverable amounts of the CGUs
to which goodwill is allocated are assessed using value-in-use
calculations. The Group prepares cash flow forecasts derived from
the most recent financial budgets approved by the Board, which
cover the three year period from the end of the current financial
year. This is extrapolated for five years based on recent historic
annual revenue and cost growth for each CGU (see table below),
adjusted for significant historic fluctuations in industry growth
rates where relevant, as well as the Group's expectation of future
growth.
A five-year extrapolation period is
chosen as this aligns with the period covered by the Group's
Internal Capital Adequacy Assessment Process (ICAAP) modelling. A
terminal growth rate is applied to year five cash flows, which
takes into account the net growth forecasts over the extrapolation
period and the long-term economic growth rate. The Group estimates
discount rates using pre-tax rates that reflect current market
assessments of the time value of money and the risks specific to
each CGU.
The pre-tax rate used to discount
the forecast cash flows for each CGU is shown in the table below;
these are based on a risk-adjusted weighted average cost of
capital. The Group judges that these discount rates appropriately
reflect the markets in which each CGU operates.
There was no impairment to the
goodwill allocated to the Wealth Management CGU during the period.
The Group has considered any reasonably foreseeable changes
to the assumptions used in the value-in-use calculation and
the level of risk associated with those cash flows. Based on this
assessment, no such change would result in an impairment of
goodwill.
|
Wealth
Management
|
At 31 December
|
2024
|
2023
|
Discount rate
|
16.1%
|
14.6%
|
Average annual revenue growth
rate
|
4.5%
|
4.1%
|
Average annual profit
margin
|
28.6%
|
21.0%
|
Terminal growth rate
|
1.5%
|
1.5%
|
The terminal growth rate of 1.5% is
aligned with current expectations of long-term UK economic
growth. The increase in the average annual revenue growth rate
since the prior year primarily reflects forecast growth in funds
under management. The increase in the expected operating profit
margin is primarily due to higher funds under management and the
realisation of synergies as a result of the integration of IW&I
into the Group's Wealth Management operating segment.
OTHER INTANGIBLE ASSETS
|
|
Client
relationships
|
Software
development
costs
|
Purchased
software
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
Cost
|
|
|
|
|
|
At 1 January 2023
|
|
300.9
|
13.5
|
54.9
|
369.3
|
Internally developed in the
year
|
|
-
|
1.0
|
-
|
1.0
|
Acquired through business
combinations
|
|
350.3
|
1.7
|
2.0
|
354.0
|
Purchased in the year
|
|
2.6
|
-
|
2.2
|
4.8
|
Disposals
|
|
(2.8)
|
-
|
-
|
(2.8)
|
At 1 January 2024
|
|
651.0
|
16.2
|
59.1
|
726.3
|
Internally developed in the
year
|
|
-
|
1.0
|
-
|
1.0
|
Other movements
|
|
(1.2)
|
-
|
-
|
(1.2)
|
Purchased in the year
|
|
11.6
|
-
|
0.8
|
12.4
|
Disposals
|
|
(2.4)
|
-
|
(5.5)
|
(7.9)
|
At 31 December 2024
|
|
659.0
|
17.2
|
54.4
|
730.6
|
Amortisation and
impairment
|
|
|
|
|
|
At 1 January 2023
|
|
125.9
|
10.0
|
44.9
|
180.8
|
Amortisation charge
|
|
25.2
|
1.8
|
3.8
|
30.8
|
Disposals
|
|
(2.8)
|
-
|
-
|
(2.8)
|
At 1 January 2024
|
|
148.3
|
11.8
|
48.7
|
208.8
|
Amortisation charge
|
|
44.6
|
2.2
|
5.1
|
51.9
|
Disposals
|
|
(2.4)
|
-
|
(5.5)
|
(7.9)
|
At 31 December 2024
|
|
190.5
|
14.0
|
48.3
|
252.8
|
Carrying amount at 31 December
2024
|
|
468.5
|
3.2
|
6.1
|
477.8
|
Carrying amount at 31 December
2023
|
|
502.7
|
4.4
|
10.4
|
517.5
|
Carrying amount at 1 January
2023
|
|
175.0
|
3.5
|
10.0
|
188.5
|
Purchases of client relationships of
£11.6 million (2023: £2.6 million) in the year relate to payments
made to investment managers and third parties on the acquisition of
client relationships.
The total amount charged to profit
or loss in the year in relation to client relationship intangible
assets was £44.6 million (2023: £25.2 million).
Purchased software with a cost of
£37.6 million (2023: £36.4 million) has
been fully amortised but remains in use.
9 PROVISIONS
|
|
Deferred,
variable
costs
to acquire
client
relationship
intangible
assets
|
Deferred
consideration
in
business
combinations
|
Legal
& professional and
compensation
|
Property-
related
|
Onerous
Contract
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 1 January 2023
|
|
4.4
|
-
|
2.7
|
5.8
|
-
|
12.9
|
Charged to profit or loss
|
|
-
|
-
|
9.1
|
0.2
|
1.2
|
10.5
|
Unused amount credited
to
profit or loss
|
|
-
|
(0.1)
|
(1.1)
|
-
|
-
|
(1.2)
|
Net charge to profit or
loss
|
|
-
|
(0.1)
|
8.0
|
0.2
|
1.2
|
9.3
|
Acquisitions through business
combinations
|
|
-
|
3.4
|
1.9
|
5.4
|
-
|
10.7
|
Other movements
|
|
2.6
|
-
|
-
|
-
|
-
|
2.6
|
Utilised/paid during the
year
|
|
(2.3)
|
-
|
(7.7)
|
-
|
-
|
(10.0)
|
At 1 January 2024
|
|
4.7
|
3.3
|
4.9
|
11.4
|
1.2
|
25.5
|
Charged to profit or loss
|
|
-
|
-
|
6.4
|
13.1
|
3.1
|
22.6
|
Unused amount credited to
profit or loss
|
|
-
|
-
|
(2.6)
|
(4.9)
|
(0.2)
|
(7.7)
|
Net charge to profit or
loss
|
|
-
|
-
|
3.8
|
8.2
|
2.9
|
14.9
|
Other movements
|
|
11.6
|
-
|
-
|
-
|
-
|
11.6
|
Utilised/paid during the
year
|
|
(7.9)
|
(0.7)
|
(2.6)
|
(11.2)
|
(1.5)
|
(23.9)
|
At 31 December 2024
|
|
8.4
|
2.6
|
6.1
|
8.4
|
2.6
|
28.1
|
Payable within 1 year
|
|
0.1
|
2.6
|
5.7
|
3.0
|
1.8
|
13.2
|
Payable after 1 year
|
|
8.3
|
-
|
0.4
|
5.4
|
0.8
|
14.9
|
|
|
8.4
|
2.6
|
6.1
|
8.4
|
2.6
|
28.1
|
DEFERRED, VARIABLE COSTS TO ACQUIRE CLIENT RELATIONSHIP
INTANGIBLE ASSETS
Other
movements in provisions relate to deferred payments to investment
managers and third parties on the acquisition of client
relationships, which have been previously capitalised.
DEFERRED CONSIDERATION IN BUSINESS
COMBINATIONS
Deferred Consideration in Business
Combinations relates to IW&I's deferred consideration provision
on their acquisition of Murray Asset Management. The Share Centre
deferred
consideration provision was settled
in March 2024, on transfer of the assets to Rathbones Asset
Management Limited.
LEGAL & PROFESSIONAL AND COMPENSATION
During the ordinary course of
business the Group may, from time to time, be subject to
complaints, as well as threatened with actual legal
proceedings (which may include lawsuits brought on behalf of
clients or other third parties) both in the UK and overseas. Any
such material matters are periodically reassessed, with the
assistance of external professional advisers where appropriate, to
determine the likelihood of the Group incurring a liability. In
those instances where it is concluded that it is more likely than
not that a payment will be made, a provision is established,
representing the Group's best estimate of the amount required
to settle the obligation at the relevant balance sheet date. The
Group's best estimate is based on legal advice and management's
expectation of the most likely outcome, the estimation of which may
be supported by external professional advisers. The timing of
settlement of provisions for client compensation or litigation is
dependent, in part, on the duration of negotiations with third
parties.
PROPERTY-RELATED
Property-related provisions of £8.4
million relate to dilapidation obligations expected to arise on
leasehold premises held by the Group (2023: £11.4 million). During
the year, the Group's policy for calculating dilapidation
provisions was revised (see note 1.8).
During the year, the Group assigned
its lease at 8 Finsbury Circus to a new tenant. As a result, the
Group recognised a property-related provision of £11.2 million at
the date the property was vacated, which was paid during the year.
The Group also released its dilapidation obligations relating to
the property of £3.1 million. The net cost has been recognised
within acquisition-related costs.
ONEROUS CONTRACT
In 2023, the Group terminated a
support agreement with a third party service provider. The onerous
element of the contract represented a cost of £1.2 million to the
Group, which was recognised as a provision at the prior year end.
The provision was settled in full during the year.
The onerous contract provision of
£2.7 million (2023: £nil) relates to the estimated cost to exit
contracts that are no longer required as a result of the
combination of IW&I with Rathbones, where the term of the
contract exceeds the period over which IW&I, or the wider
Rathbones Group, is expected to derive benefit from that
contract.
Amounts payable after one year
Property-related provisions of £5.4
million are expected to be settled within 10 years
of the balance sheet date, which corresponds to the longest lease
for which a dilapidations provision is being held. Remaining
provisions payable after one year are expected to be settled within
9 years of the balance sheet date.
10 LONG-TERM EMPLOYEE BENEFITS
DEFINED CONTRIBUTION PENSION SCHEME
The Group operates a defined
contribution group personal pension scheme and contributes to
various other personal pension arrangements for certain directors
and employees. The total contributions made to these schemes during
the year were £32.3 million (2023: £21.0 million). The Group
also operates a defined contribution scheme for overseas employees,
for which the total contributions were £0.1 million (2023: £0.1
million).
DEFINED BENEFIT PENSION SCHEMES
The Group operates two defined
benefit pension schemes that operate within the UK legal and
regulatory framework: the Rathbone 1987 Scheme and the Laurence
Keen Retirement Benefit Scheme. The schemes' investments are
managed on a discretionary basis, in accordance with the statements
of investment principles agreed by the trustees. Scheme assets are
held separately from those of the Group.
The trustees of the schemes are
required to act in the best interest of the schemes' beneficiaries.
The appointment of trustees is determined by the schemes'
trust documentation and legislation. The Group has a policy
that one third of all trustees should be nominated by members of
the schemes.
The Laurence Keen Scheme was closed
to new entrants and future accrual with effect from 30 September
1999. Past service benefits continue to be calculated by reference
to final pensionable salaries. From 1 October 1999, all the active
members of the Laurence Keen Scheme were included under the
Rathbone 1987 Scheme for accrual of retirement benefits for further
service. The Rathbone 1987 Scheme was closed to new entrants with
effect from 31 March 2002 and to future accrual from 30 June
2017.
The schemes are valued by
independent actuaries at least every three years using the
projected unit credit method, which looks at the value of benefits
accruing over the years following the valuation date based on
projected salary to the date of termination of services, discounted
to a present value using a rate that reflects the characteristics
of the liability. The valuations are updated at each balance sheet
date in between full valuations. The latest full actuarial
valuations were carried out as at 31 December 2022.
In June 2023, the High Court handed
down a judgement that casts doubt on the validity of previous
pension scheme amendments made by schemes which were previously
contracted out. This was in the Court Case of Virgin Media Limited
Vs NTL Pension Trustees II Limited, where it was determined that a
Deed of Amendment was not valid because the accompanying written
actuarial confirmation under Section 37 of the Pensions Act 1995
was not present. An appeal to the ruling in July 2024 upheld the
original ruling. There remains a risk that the benefits of schemes
affected by the ruling turn out to be incorrect. The Rathbone 1987
Scheme was never contracted out and so is not impacted by this
ruling, however there could be a potential impact on the Lawrence
Keen Scheme if any amendments are found to be invalid. The impact
is not currently known. Based on the information currently
available, which has been assessed by the Actuary, we have not
identified this as material to the Group. We will continue
to monitor.
The assumptions used by the
actuaries, to estimate the schemes' liabilities, are the best
estimates chosen from a range of possible actuarial assumptions.
Due to the timescale covered by the liability, these assumptions
may not necessarily be borne out in practice.
The principal actuarial assumptions
used, which reflect the different membership profiles of the
schemes, were:
|
Laurence
Keen Scheme
|
Rathbone
1987 Scheme
|
|
2024
|
2023
|
2024
|
2023
|
|
%
(unless
stated)
|
%
(unless
stated)
|
%
(unless
stated)
|
%
(unless
stated)
|
Rate of increase of
salaries
|
n/a
|
n/a
|
n/a
|
n/a
|
Rate of increase of pensions in
payment
|
3.7
|
3.7
|
3
|
2.9
|
Rate of increase of deferred
pensions
|
3.2
|
3.1
|
3.2
|
3.1
|
Discount rate
|
5.4
|
4.4
|
5.4
|
4.4
|
Inflation*
|
3.2
|
3.1
|
3.2
|
3.1
|
Percentage of members transferring
out of the schemes per annum
|
-
|
2
|
-
|
2
|
Average age of members at date of
transferring out (years)
|
n/a
|
52.5
|
n/a
|
52.5
|
* *Inflation
assumptions are based on the Retail Prices Index
Over the year, the financial
assumptions have been amended to reflect changes in market
conditions. Specifically:
1. the discount rate has
increased by 0.1% to reflect an increase in the yields available on
AA-rated Corporate Bonds;
2. the assumed rate of future
inflation has increased by 0.1% and reflects expectations of
long-term inflation as implied by changes in the Bank of England
inflation yield curve;
3. the assumed rates of
future increases to pensions in payment, where linked to inflation,
have increased by 0.1% for the Rathbone 1987 Scheme and remain
unchanged for the Laurence Keen Scheme
Over the year the mortality
assumptions have been updated. The standard mortality tables known
as Series 4 tables (2023: Series 3) are used, with the 'Light'
version of the tables used to reflect an expectation that members
of the schemes will experience longer than average life
expectancies. The CMI model used to project future improvements in
mortality has been updated from the 2022 version to the 2023
version.
2% of members not yet in receipt of
their pension are assumed to transfer out of the scheme each year
(2023: 2%).
The proportion of members assumed to
be married at retirement age is 80% (2023: 80%).
The assumed duration of the
liabilities for the Laurence Keen Scheme is 12 years (2023: 12
years) and the assumed duration for the Rathbone 1987 Scheme
is 15 years (2023: 16 years).
The normal retirement age for
members of the Laurence Keen Scheme is 65 (60 for certain former
directors). The normal retirement age for members of the Rathbone
1987 Scheme is 60 for service prior to 1 July 2009 and 65
thereafter, following the introduction of pension benefits based on
Career-Average Revalued Earnings (CARE) from that date.
The assumed life expectancies on
retirement were:
|
|
2024
|
2023
|
|
|
Males
|
Females
|
Males
|
Females
|
Retiring today:
|
aged
60
|
27.4
|
29.2
|
27.6
|
29.5
|
|
aged
65
|
22.7
|
24.2
|
22.8
|
24.5
|
Retiring in 20 years:
|
aged
60
|
29.2
|
31
|
29.4
|
31.2
|
|
aged
65
|
24.2
|
25.9
|
24.3
|
26.1
|
The amount included in the balance
sheet arising from the Group's assets in respect of the schemes
is as follows:
|
2024
|
2023
|
|
Laurence
Keen
Scheme
£m
|
Rathbone
1987
Scheme
£m
|
Total
£m
|
Laurence
Keen
Scheme
£m
|
Rathbone
1987
Scheme
£m
|
Total
£m
|
Present value of defined benefit
obligations
|
(6.2)
|
(81.7)
|
(87.9)
|
(7.3)
|
(93.8)
|
(101.1)
|
Fair value of scheme
assets
|
6.5
|
81.9
|
88.4
|
8.2
|
99.9
|
108.1
|
Net defined benefit
asset
|
0.3
|
0.2
|
0.5
|
0.9
|
6.1
|
7.0
|
The amounts recognised in profit or
loss, within operating expenses, are as follows:
|
2024
|
2023
|
|
Laurence
Keen
Scheme
£m
|
Rathbone
1987
Scheme
£m
|
Total
£m
|
Laurence
Keen
Scheme
£m
|
Rathbone
1987
Scheme
£m
|
Total
£m
|
Interest expense
|
-
|
(0.4)
|
(0.4)
|
(0.1)
|
(0.4)
|
(0.5)
|
|
-
|
(0.4)
|
(0.4)
|
(0.1)
|
(0.4)
|
(0.5)
|
Remeasurements of the net defined
benefit asset have been reported in other comprehensive income. The
actual return on scheme assets was a fall in value of £1.2 million
(2023: £0.4 million rise) for the Laurence Keen Scheme and a fall
in value of £18.7 million (2023: £3.6 million rise) for the
Rathbone 1987 Scheme.
Movements in the present value of
defined benefit obligations were as follows:
|
2024
|
2023
|
|
Laurence
Keen
Scheme
£m
|
Rathbone
1987
Scheme
£m
|
Total
£m
|
Laurence
Keen
Scheme
£m
|
Rathbone
1987
Scheme
£m
|
Total
£m
|
At 1 January
|
7.3
|
93.8
|
101.1
|
7.2
|
87.5
|
94.7
|
Interest cost
|
0.4
|
4.1
|
4.5
|
0.3
|
4.1
|
4.4
|
Actuarial experience
gains/(losses)
|
-
|
(0.1)
|
(0.1)
|
0.1
|
3.4
|
3.5
|
Actuarial gains/(losses) arising
from:
|
|
|
|
|
|
|
-
demographic assumptions
|
(0.1)
|
(0.4)
|
(0.5)
|
(0.1)
|
(1.5)
|
(1.6)
|
-
financial assumptions
|
(0.8)
|
(12.8)
|
(13.6)
|
0.2
|
2.8
|
3.0
|
Past service cost
|
-
|
-
|
-
|
-
|
-
|
-
|
Benefits paid
|
(0.6)
|
(2.9)
|
(3.5)
|
(0.4)
|
(2.5)
|
(2.9)
|
At 31 December
|
6.2
|
81.7
|
87.9
|
7.3
|
93.8
|
101.1
|
Movements in the fair value of
scheme assets were as follows:
|
2024
|
2023
|
|
Laurence
Keen
Scheme
£m
|
Rathbone
1987
Scheme
£m
|
Total
£m
|
Laurence
Keen
Scheme
£m
|
Rathbone
1987
Scheme
£m
|
Total
£m
|
At 1 January
|
8.2
|
99.9
|
108.1
|
8.1
|
96.0
|
104.1
|
Remeasurement of net defined benefit
asset/(liability)
|
|
|
|
|
|
|
-
interest income
|
0.4
|
4.4
|
4.8
|
0.4
|
4.5
|
4.9
|
-
return on scheme assets (excluding amounts
included in interest income)
|
(1.5)
|
(23.2)
|
(24.7)
|
-
|
(0.8)
|
(0.8)
|
Contributions from the sponsoring
companies
|
-
|
3.7
|
3.7
|
0.1
|
2.8
|
2.9
|
Benefits paid
|
(0.6)
|
(2.9)
|
(3.5)
|
(0.4)
|
(2.6)
|
(3.0)
|
At 31 December
|
6.5
|
81.9
|
88.4
|
8.2
|
99.9
|
108.1
|
On 9 April 2024 both Schemes
invested in a bulk annuity policy to match their liabilities as
part of a 'buy-in' process. The Schemes' assets are now therefore
almost entirely invested in bulk policies, with some residual funds
in the Schemes' bank accounts or cash deposits. In accordance with
IAS 19, the fair value of the bulk annuity policies has been
calculated to be equal to the value of the liabilities the policies
cover.
Following the purchase of the bulk
annuities which match the Schemes' liabilities, the risks relating
to interest rates, inflation and mortality have been transferred to
the insurer. The residual risks to the Group arising from both
schemes are in respect of the following;
• counterparty default risk -
risk of insurer default is considered low, with a number of
protections in place against this.
• risk that there are changes
to the premium - final premium payable to the insurer is subject to
confirmation following a period of data cleanse, no significant
adjustments expected.
The analysis of the scheme assets,
measured at bid prices, at the balance sheet date was as
follows:
|
2024
|
2023
|
2024
|
2023
|
Laurence Keen Scheme
|
Fair
value
£m
|
Fair
value
£m
|
Current
allocation
%
|
Current
allocation
%
|
Equity instruments
|
-
|
-
|
-
|
-
|
Debt instruments:
|
|
|
|
|
-
United Kingdom corporate bonds
|
-
|
0.4
|
|
|
|
-
|
0.4
|
-
|
5.0
|
Liability-driven
investments
|
-
|
7.8
|
-
|
93.0
|
Cash
|
0.4
|
0.1
|
5.0
|
2.0
|
Annuities
|
6.1
|
-
|
95.0
|
-
|
At 31 December
|
6.5
|
8.3
|
100.0
|
100.0
|
|
2024
|
2023
|
2024
|
2023
|
Rathbone 1987 Scheme
|
Fair
value
£m
|
Fair
value
£m
|
Current
allocation
%
|
Current
allocation
%
|
Liability-driven
investments
|
-
|
98.4
|
-
|
99.0
|
Cash
|
0.2
|
1.5
|
-
|
1.0
|
Other
|
81.7
|
-
|
100.0
|
-
|
At 31 December
|
81.9
|
99.9
|
100.0
|
100.0
|
The key assumptions affecting the
results of the valuation are the discount rate, future inflation,
mortality. In order to demonstrate the sensitivity of the
results to these assumptions, the actuary has recalculated the
defined benefit obligations for each scheme by varying each of
these assumptions in isolation whilst leaving the other
assumptions unchanged. Changes to these assumptions of a different,
but similar, magnitude would result in a broadly proportional
change in these figures. Where the changes to these assumptions are
more significant the impact will be more significant,
but potentially not proportional. These events within the
sensitivity analysis are unlikely to occur in isolation. For
example, in order to demonstrate the sensitivity of the results to
the discount rate, the actuary has recalculated the defined benefit
obligations for each scheme using a discount rate that is 0.5%
higher than that used for calculating the disclosed figures. A
similar approach has been taken to demonstrate the sensitivity of
the results to the other key assumptions. A summary of the
sensitivities in respect of the total of the two schemes' defined
benefit obligations is set out below.
|
Combined
impact on schemes' liabilities
|
|
(Decrease)/increase
£m
|
(Decrease)/increase
%
|
0.5% increase in:
|
|
|
-
discount rate
|
(6.3)
|
(7.2)
|
0.5% increase in:
|
|
|
-
rate of inflation
|
3.6
|
4.1
|
1-year increase to:
|
|
|
-
longevity at 60
|
3.5
|
4.0
|
The total contributions made by the
Group to the 1987 Scheme during the year were £3.7 million (2023:
£2.8 million).
There have been no contributions
(2023: £0.2 million) made by the Group to the Laurence Keen Scheme
during the year.
Per IAS 19, companies are required
to limit the value of any defined benefit asset to the lower of the
surplus in the plan and the defined benefit asset ceiling, where
the asset ceiling is the present value of economic benefits
available in the form of refunds from the plan or reductions in
future contributions to the plan. The company expects to access any
surplus assets remaining in the plan once all members have left
after gradual settlement of the liabilities. Therefore, the net
asset is deemed to be recoverable and the effect of the asset
ceiling is £nil.
11 FAIR VALUES
The table below analyses financial
instruments measured at fair value into a fair value hierarchy
based on the valuation technique used to determine the fair
value:
- Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities
- Level 2: inputs other than quoted prices included within level
1 that are observable for the asset or liability, either
directly or indirectly.
- Level 3: inputs for the asset or liability that are not based
on observable market data.
At 31 December 2024
|
Level
1
£m
|
Level
2
£m
|
Level
3
£m
|
Total
£m
|
Assets
|
|
|
|
|
Fair value through profit or
loss:
|
|
|
|
|
-
equity securities
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
At 31 December 2023
|
Level
1
£m
|
Level
2
£m
|
Level
3
£m
|
Total
£m
|
Assets
|
|
|
|
|
Fair value through profit or
loss:
|
|
|
|
|
-
equity securities
|
-
|
-
|
1.2
|
1.2
|
|
-
|
-
|
1.2
|
1.2
|
The Group recognises transfers
between levels of the fair value hierarchy at the end of the
reporting period during which the change has occurred. There have
been no transfers between levels during the year (2023:
none).
The fair values of the Group's other
financial assets and liabilities are not materially different from
their carrying values, with the exception of the
following:
- Investment debt securities measured at amortised cost comprise
bank and building society certificates of deposit, which have fixed
coupons, and treasury bills. The fair value of the debt securities
at 31 December 2024 was £1,249.4 million (2023: £1,296.8 million)
and the carrying value was £1,278.2 million (2023: £1,294.6
million). Fair value of debt securities is based on market bid
prices, and hence would be categorised as level 1 within the fair
value hierarchy.
- Subordinated loan notes comprise Tier 2 loan notes. The fair
value of the loan notes at 31 December 2024 was £34.2 million
(2023: £37.4 million) and the carrying value was £39.9 million
(2023: £39.9 million). Fair value of the loan notes is based on
discounted future cash flows using current market rates for debts
with similar remaining maturity, and hence would be categorised
as level 2 in the fair value hierarchy.
Level 3 financial instruments
Fair value through profit or
loss
At 31 December 2023, the Group held
517 shares in Euroclear Holdings SA, which were valued at £1.2
million by reference to the price secured from the sale of 1,292 of
the Group's shares during 2023. During the current year, the Group
sold its total remaining shares in Euroclear at the same price used
to value its shareholding at 31 December 2023.
Changes in the fair values of
financial instruments categorised as level 3 within the fair value
hierarchy were as follows:
|
2024
£m
|
2023
£m
|
At 1 January
|
1.2
|
3.1
|
Total unrealised gains/(losses)
recognised in profit or loss
|
-
|
1.0
|
Total disposals
|
(1.2)
|
(2.9)
|
At 31 December
|
-
|
1.2
|
The gains or losses relating to the
fair value through profit or loss equity securities is included
within 'other operating income' in the consolidated statement of
comprehensive income.
There were no other gains or losses
arising from changes in the fair value of financial instruments
categorised as level 3 within the fair value hierarchy.
12 EARNINGS PER SHARE
Earnings used to calculate earnings
per share on the bases reported in these financial
statements were:
|
|
2024
|
2023
|
|
|
Pre-tax
|
Taxation
|
Post-tax
|
Pre-tax
|
Taxation
|
Post-tax
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Underlying profit attributable to
shareholders
|
|
227.6
|
(59.9)
|
167.7
|
127.1
|
(30.3)
|
96.8
|
Charges in relation to client
relationships and goodwill
|
|
(44.6)
|
10.2
|
(34.4)
|
(25.2)
|
5.9
|
(19.3)
|
Acquisition-related costs
|
|
(83.4)
|
15.6
|
(67.8)
|
(44.3)
|
4.3
|
(40.0)
|
Profit attributable to
shareholders
|
|
99.6
|
(34.1)
|
65.5
|
57.6
|
(20.1)
|
37.5
|
Basic earnings per share has been
calculated by dividing profit attributable to shareholders by the
weighted average number of shares in issue throughout the year,
excluding own shares, of 103,729,536 (2023: 71,269,129). This includes 17,481,868
convertible non-voting shares issued as consideration for the
IW&I transaction. In total, 44,538,331 shares were issued as a
result of the IW&I transaction on 21 September
2023.
Diluted earnings per share is the
basic earnings per share, adjusted for the effect of contingently
issuable shares and outstanding employee share options.
|
|
2024
|
2023
|
Weighted average number of ordinary
shares in issue during the year - basic
|
|
103,729,536
|
71,269,129
|
Dilutive effect of share options and
awards
|
|
4,481,773
|
2,605,448
|
Weighted average number of diluted
ordinary shares outstanding
|
|
108,211,309
|
73,874,577
|
|
2024
|
2023
|
Earnings per share for the year
attributable to equity holders of the company:
|
|
|
-
basic
|
63.0p
|
52.6p
|
-
diluted
|
60.4p
|
50.8p
|
Underlying earnings per share for
the year attributable to equity holders of the company:
|
|
|
-
basic
|
161.6p
|
135.8p
|
-
diluted
|
154.9p
|
131.0p
|
Underlying earnings per share is
calculated in the same way as earnings per share, but by reference
to underlying profit attributable to shareholders.
13 RELATED PARTY TRANSACTIONS
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
The remuneration of the key
management personnel of the Group, who are defined as the company's
directors and other members of senior management who are
responsible for planning, directing and controlling the activities
of the Group, is set out below.
In the current year, as part of a review of individuals defined as
senior management for the group, the prior year disclosure has been
restated. The result of the restatement has been to decrease
short-term employee benefits by £5.6 million, decrease other
long-term benefits by £1.5 million and decrease share based
payments by £0.1 million for 2023.
Gains on options exercised by
directors during the year totalled £nil (2023: £nil).
|
2024
|
2023
|
|
£m
|
£m
|
Short-term employee
benefits
|
8.4
|
7.6
|
Other long-term benefits
|
(0.1)
|
(0.2)
|
Share-based payments
|
2.4
|
2.5
|
|
10.7
|
9.9
|
Dividends totalling £0.2 million
were paid in the year (2023: £0.3 million) in respect of ordinary
shares held by key management personnel and their close family
members.
At 31 December 2024, key management
personnel and their close family members had gross outstanding
deposits of £0.9 million (2023: £1.0
million) and gross outstanding banking loans of
£nil million (2023: 0.1 million). A number of the
Group's key management personnel and their close family members
make use of the services provided by companies within the Group.
Charges for such services are made at various staff rates. All
transactions were made on normal business terms.
OTHER RELATED PARTY TRANSACTIONS
The Group's transactions with the
pension funds are described in note 10. At 31 December 2024,
no amounts were outstanding with either the Laurence Keen
Scheme or the Rathbone 1987 Scheme (2023: none).
As a result of the IW&I
transaction on 21 September 2023, Rathbones Group Plc is an
associate of Investec Bank plc. Investec Bank plc currently
provide services to Rathbones Group Plc under a Transitional
Services Agreement (TSA), entered into on acquisition of IW&I.
In April 2024 an Outsourced Service Agreement (OSA) was
established.
As at 31 December 2024 12.6 million
(2023: £8.3) which is predominately related
to IW&I employee salary costs and associated payroll taxes
which are outsourced to Investec Bank plc under the TSA. A gross
receivable of £6.4 million has been recognised at year-end,
predominately attributable to the recognition of £5.1 million of
consideration receivable by the Group from Investec Bank plc under
the terms of the acquisition agreement (note 2). IW&I also has
a small number of legacy client related arrangements with Investec
Bank plc. 6.4The total expense recognised with respect to
Investec Bank plc in the period is as follows:
|
2024
|
2023
|
|
£m
|
£m
|
Expense incurred under
TSA
|
10.7
|
4.8
|
Expense incurred under
OSA
|
13.4
|
-
|
Expenses incurred on behalf of
clients
|
0.5
|
-
|
|
24.6
|
4.8
|
IW&I partially sublets certain
regional office space to Investec Bank plc companies and charges
Investec Bank plc for use of research. Total fees receivable under
these arrangements at 31 December 2024 are as follows;
|
2024
|
2023
|
|
£m
|
£m
|
Research fees
|
0.2
|
0.3
|
Property fees
|
0.4
|
0.1
|
|
0.6
|
0.4
|
One Group subsidiary, Rathbones
Asset Management Limited, has authority to manage the investments
within a number of unit trusts. During 2024, the Group managed 28
unit trusts, Sociétés d'Investissement à Capital Variable
(SICAVs) and open-ended investment companies (OEICs) (together,
'collectives') (2023: 28 unit trusts and OEICs).
The Group charges each fund an
annual management fee for these services, but does not earn any
performance fees on the unit trusts. The management charges are
calculated on the bases published in the individual fund
prospectuses, which also state the terms and conditions of the
management contract with the Group.
The following transactions and
balances relate to the Group's interest in the unit
trusts:
|
|
2024
|
2023
|
Year ended 31 December
|
|
£m
|
£m
|
Total management fees
|
|
82.7
|
69.6
|
|
|
|
|
|
|
2024
|
2023
|
As at 31 December
|
|
£m
|
£m
|
Management fees owed to the
Group
|
|
7.2
|
6.5
|
|
|
7.2
|
6.5
|
Total management fees are included
within 'fee and commission income' in the consolidated statement of
comprehensive income.
Management fees owed to the Group
are included within 'accrued income'.
All amounts outstanding with related
parties are unsecured and will be settled in cash.
No guarantees have been given or received. No expected credit
loss provisions have been made in respect of the amounts owed by
related parties.
14 CONSOLIDATED STATEMENT OF CASH
FLOWS
For the purposes of the consolidated
statement of cash flows, cash and cash equivalents comprise the
following balances with less than three months until maturity from
the date of acquisition:
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Cash and balances at central
banks
|
|
1,166.0
|
1,036.0
|
Loans and advances to
banks
|
|
293.2
|
266.9
|
At 31 December
|
|
1,459.2
|
1,302.9
|
Mandatory reserve deposits of £nil
(2023: £2.3 million) are held with central banks in accordance with
statutory requirements. As these deposits are not held in demand
accounts,
and are not available to finance the Group's day-to-day operations,
they are excluded from cash
and cash equivalents.
Cash flows arising from the
issue/(repurchase) of ordinary shares comprise:
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Share capital issued
|
|
0.1
|
2.2
|
Share premium on shares
issued
|
|
5.5
|
2.3
|
Merger reserve on shares
issued
|
|
-
|
747.4
|
Shares issued in relation to
share-based schemes and business combinations for which no cash
consideration was received
|
|
-
|
(751.9)
|
Proceeds from issue of share
capital
|
|
5.6
|
-
|
Shares repurchased and placed into
own shares
|
|
(22.0)
|
(16.0)
|
Net issue/(repurchase) of ordinary
shares
|
|
(16.4)
|
(16.0)
|
During the year,
£22.0 million (2023: £16.0
million) of shares were repurchased and recognised within the
Group's own shares.
A reconciliation of the movements of
financing liabilities and equity to cash flows arising from
financing activities is as follows:
|
Subordinated
loan
notes
£m
|
Lease
liabilities
£m
|
Liabilities from financing activities
£m
|
Share
capital/
premium
£m
|
Reserves
£m
|
Retained
earnings
£m
|
Total
equity
£m
|
Total
£m
|
At 1 January 2024
|
39.9
|
74.9
|
114.8
|
317.7
|
768.8
|
263.7
|
1,350.2
|
1,465.0
|
|
|
|
|
|
|
|
|
|
Changes from financing cash
flows
|
|
|
|
|
|
|
|
|
Proceeds from issue of share
capital
|
-
|
-
|
-
|
5.6
|
-
|
-
|
5.6
|
5.6
|
Payments for share
repurchases
|
-
|
-
|
-
|
-
|
(22.0)
|
-
|
(22.0)
|
(22.0)
|
Dividends paid
|
-
|
-
|
-
|
-
|
-
|
(56.9)
|
(56.9)
|
(56.9)
|
Interest charge
|
(2.3)
|
(2.8)
|
(5.1)
|
-
|
-
|
-
|
-
|
(5.1)
|
Payment for lease
liabilities
|
-
|
(9.7)
|
(9.7)
|
-
|
-
|
-
|
-
|
(9.7)
|
Payment on exit of property
leases
|
-
|
(11.2)
|
(11.2)
|
-
|
-
|
-
|
-
|
(11.2)
|
Total financing cash
flows
|
(2.3)
|
(23.7)
|
(26.0)
|
5.6
|
(22.0)
|
(56.9)
|
(73.3)
|
(99.3)
|
Total non-cash movements
|
2.3
|
(6.4)
|
(4.1)
|
-
|
9.5
|
73.0
|
82.5
|
78.4
|
At 31 December 2024
|
39.9
|
44.8
|
84.7
|
323.3
|
756.3
|
279.8
|
1,359.4
|
1,444.1
|
|
Subordinated
loan
notes
£m
|
Lease
liabilities
£m
|
Liabilities from financing
activities
£m
|
Share
capital/
premium
£m
|
Reserves
£m
|
Retained
earnings
£m
|
Total
equity
£m
|
Total
£m
|
At 1 January 2023
|
39.9
|
50.5
|
90.4
|
313.2
|
24.4
|
297.2
|
634.8
|
725.2
|
|
|
|
-
|
|
|
|
|
|
Changes from financing cash
flows
|
|
|
-
|
|
|
|
|
|
Proceeds from issue of share
capital
|
-
|
-
|
-
|
2.3
|
(2.3)
|
-
|
-
|
-
|
Payments for share
repurchases
|
-
|
-
|
-
|
-
|
(16.0)
|
-
|
(16.0)
|
(16.0)
|
Dividends paid
|
-
|
-
|
-
|
-
|
-
|
(71.4)
|
(71.4)
|
(71.4)
|
Interest charge
|
(2.3)
|
(3.3)
|
(5.6)
|
-
|
-
|
-
|
-
|
(5.6)
|
Payment for lease
liabilities
|
-
|
(7.5)
|
(7.5)
|
-
|
-
|
-
|
-
|
(7.5)
|
Total financing cash
flows
|
(2.3)
|
(10.8)
|
(13.1)
|
2.3
|
(18.3)
|
(71.4)
|
(87.4)
|
(100.5)
|
Total non-cash movements
|
2.3
|
35.2
|
37.5
|
2.2
|
762.7
|
37.9
|
802.8
|
840.3
|
At 31 December 2023
|
39.9
|
74.9
|
114.8
|
317.7
|
768.8
|
263.7
|
1,350.2
|
1,465.0
|
15 EVENTS AFTER THE BALANCE SHEET DATE
There have been no material events
occurring between the balance sheet date and the date of signing
this report.
INDEPENDENT AUDITOR'S REPORT TO THE
SHAREHOLDERS OF RATHBONES GROUP PLC ON THE PRELIMINARY ANNOUNCEMENT
OF RATHBONES GROUP PLC
As the independent auditor of
Rathbones Group Plc we are required by UK Listing Rule LR
9.7A.1(2)R to agree to the publication of Rathbones Group Plc's
preliminary announcement statement of annual results for the period
ended 31 December 2024.
The preliminary statement of annual
results for the period ended 31 December 2024 includes:
-
Disclosures required by the Listing Rules;
-
Chair's statement;
-
Group Chief Executive's review;
-
Financial performance;
-
Segmental review;
-
Financial position;
-
Liquidity and cash flow;
-
Risk management and control;
-
Principal risks;
-
Consolidated statement of comprehensive income;
-
Consolidated statement of changes in equity;
-
Consolidated balance sheet;
-
Consolidated statement of cash flows; and
-
Notes 1 to 15 to the
preliminary announcement.
We are not required to agree to the
publication of presentations to analysts, trading statements,
interim management statements.
The directors of Rathbones Group Plc
are responsible for the preparation, presentation and publication
of the preliminary statement of annual results in accordance with
the UK Listing Rules.
We are responsible for agreeing to
the publication of the preliminary statement of annual results,
having regard to the Financial Reporting Council's Bulletin "The
Auditor's Association with Preliminary Announcements made in
accordance with UK Listing Rules".
STATUS OF OUR AUDIT OF THE FINANCIAL
STATEMENTS
Our audit of the annual financial
statements of Rathbones Group Plc is complete and we signed our
auditor's report on 25 February 2025. Our auditor's report is
not modified and contains no emphasis of matter
paragraph.
Our audit report on the full
financial statements sets out the following key audit matters which
had the greatest effect on our overall audit strategy; the
allocation of resources in our audit; and directing the efforts of
the engagement team, together with how our audit responded to those
key audit matters and the key observations arising from our work.
These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we did not provide a separate opinion on these
matters.
IMPAIRMENT OF CLIENT RELATIONSHIP INTANGIBLE ASSETS AND
GOODWILL
KEY
AUDIT MATTER DESCRIPTION
The Group holds client relationship
intangible assets of £468.5 million (2023: £502.7 million)
comprising client relationships acquired both through business
combinations and through acquisition of individual investment
managers and their client portfolios. Of this balance, the IW&I
client relationship intangible contributes £317.7 million (2023:
£344.0 million). The Group also holds £504.9 million of goodwill
(2023: 507.8 million).
As detailed in the summary of
principal accounting policies in notes 1 and 2 (included within
note 1 to this announcement), client relationship intangible assets
are reviewed bi-annually for indicators of impairment and, if an
indicator of impairment exists, a comparison of the asset's
carrying amounts with its recoverable amount is performed. Goodwill
is tested for impairment at least annually, whether or not
indicators of impairment exist.
Management have either prepared a
value-in-use or fair value less costs to sell model to use within
their impairment assessments. For the value-in-use assessment, a
discounted cash flow forecast is prepared where key assumptions
including operating profit margin, net client flows and pre-tax
discount rates are determined. For the fair value less costs to
sell assessment, an indicative trading multiple from recent market
acquisition is determined. Under both methods, there is judgement
and complexity in the assumptions applied.
For goodwill, the impairment
assessment is performed by comparing the carrying amount of each
group of cash generating units ("CGU groups") to its recoverable
amount from its value-in-use ("VIU"), calculated using a discounted
cash flow method. In determining the VIU for the CGU groups,
judgement is required to make assumptions in relation to an
appropriate income growth rate, expenditure growth rate and the
discount rate. The discount rate, annual revenue growth rate and
terminal growth rate used as disclosed in note 22 (included
within note 8 to this announcement).
We have identified this as a key
audit matter given the inherent judgement and level of estimation
in the assumptions that support the bi-annual measurement of
recoverable amount.
HOW
THE SCOPE OF OUR AUDIT RESPONDED TO THE KEY AUDIT
MATTER
We obtained an understanding of
relevant controls in relation to the impairment review process for
client relationship intangible assets and goodwill.
For client relationship intangible
asset, we assessed the key judgements used when determining whether
there is any indication of impairment for each client portfolio. We
assessed the reasonableness of the judgement and evaluated the
accuracy of the inputs used. As the IW&I client relationship
intangible asset is the largest of the Group (£317.7m), and given
the inherent subjectivity in determining a reasonable deal
multiplier and allocating fair value to intangible assets, our
audit response focused on this area.
We assessed the relevant
assumptions and judgements made in determining whether an
impairment needed to be recognised through the calculation of the
assets' fair value. We also assessed whether they meet the
requirement of IAS 36 "Impairment of Assets".
To challenge management's fair
value model, we performed the following procedures:
-
Assessed the completeness and accuracy of data inputs and key
assumptions underpinning the fair value model;
-
Engaged with internal valuation specialists to assess the
appropriateness of the deal multiplier applied within the fair
value model, by comparing to external market data;
-
Tested the mechanical accuracy of management's fair value
model;
-
Performed sensitivity analyses to assess the potential impact of
reasonably possible changes in key assumptions on asset's fair
value; and
-
Performed a stand back assessment comparing the calculated fair
value against the discounted cash flow model utilised for the
purpose of valuing the client relationship intangibles at the point
of acquisition and evaluated any differences.
For goodwill, in order to challenge
the appropriateness of the income and expenditure growth
assumptions used in the VIU calculations, we assessed the
assumptions used by comparing them against historical actual
performance and checked for consistency with forecasts used
elsewhere in the business. We evaluated with our valuation
specialist to determine whether the discount rate applied is
appropriate by benchmarking to appropriate market rates of
interest.
We have also assessed the
appropriateness of the disclosures within the financial statement
to determine whether all required information has been disclosed
for the impairment of client relationship intangible assets and
goodwill.
KEY
OBSERVATIONS
We concluded that management's
approach and impairment conclusion was appropriate and that the
carrying value of the client relationship intangible assets and
goodwill as of 31 December 2024 is not impaired.
RECOGNITION OF NET INVESTMENT MANAGEMENT FEE
INCOME
KEY
AUDIT MATTER DESCRIPTION
As detailed in the summary of
principal accounting policies in notes 1 and 3 (included within
note 3 to this announcement), operating income comprises net
investment management fee income of £654.5 million (2023: £414.8
million), net commission income of £91.8 million (2023: £53.6
million), net interest income of £63.9 million (2023: £51.7
million) and fees from advisory services and other income of £85.7
million (2023: £51.0 million).
Investment management ("IM") fees
from the IM segment account for approximately 64.2% (2023: 61.3%)
of total operating income and are based on a percentage of an
individual client's Funds Under Management ("FUM").
The Group's history of acquisitions
and long-standing client relationships has resulted in a complex
fee structure and results in amendments to fee rate cards during
the financial year. As remuneration schemes for investment managers
often link to FUM and fee generation, there is an elevated risk of
fraud. This risk pertains particularly to potential manipulation of
fee amendments during the period and the onboarding of new
clients.
Due to the time and resources
utilised in the audit, we have determined this to be a key audit
matter and identified recognition of net investment management fee
income as an area with the potential for fraud.
HOW
THE SCOPE OF OUR AUDIT RESPONDED TO THE KEY AUDIT
MATTER
We have tailored the audit approach
to each of the wealth management entities (Rathbones Investment
Management Limited ('RIM') and Investec Wealth & Investment
Limited), given their different control environments.
In both entities, we have performed
the following procedures:
-
Obtained an understanding of relevant manual and IT controls which
management have established so that fee rates are appropriately
applied.
-
Agreed a sample of management fee rates through to client
agreements and correspondence, with a focus on new and amended fee
rates. Where manual fee rate amendments were made to system
generated fees, we inspected evidence of appropriate
authorisation and rationale.
For the Rathbones legacy business
(RIM), we have performed the following additional
procedures:
-
Tested the manual and IT controls related to fee rates
applied.
-
Engaged with our data analytics specialists to perform a
recalculation of the fees to gain comfort over the system
generated fees.
In order to address the completeness
and accuracy of FUM as a key input into management fees in RIM, we
tested the controls over FUM (including associated IT controls) and
agreed a sample of FUM holdings to third-party custodian
reports.
For the IW&I business, we have
performed the following additional procedures:
-
Recalculated a sample of fee charges to gain comfort over the
system generated fees.
-
Agreed a sample of FUM holdings to third-party custodian reports to
test the completeness and accuracy of FUM as a
key input.
KEY
OBSERVATIONS
We concluded that the net investment
management fee income is appropriately recognised for the year
ended 31 December 2024.
CLASSIFICATION AND DISCLOSURE OF ACQUISITION AND INTEGRATION
COSTS
KEY
AUDIT MATTER DESCRIPTION
The Group recognised £83.4 million
(2023: £44.3 million) of acquisition and integration costs. As a
result of the Investec Wealth & Investment Limited acquisition
in 2023, there has been significant increase in the acquisition and
integration costs.
The classification of acquisition
and integration costs relies on judgement, and increases the
potential for management bias, especially considering that certain
management remuneration schemes are linked to the integration's
success and the realisation of synergies.
Furthermore, we note that throughout
the annual report and within the Group's other public
announcements, underlying profit and underlying earnings per share
are key performance indicators for the Group and an area of
increased focus by investors. They are adjusted for acquisition and
integration costs, as disclosed in note 9 (included within note 5
to this announcement) and reported as key Alternative Performance
Measures ("APMs") of the Group is provided in the financial
performance section. Because this gives rise to an incentive to
misclassify expense as acquisition and integration costs, we
identified this area as a key audit matter.
HOW
THE SCOPE OF OUR AUDIT RESPONDED TO THE KEY AUDIT
MATTER
We have obtained an understanding
of the relevant controls in place in relation to the classification
of acquisition and integration costs.
We assessed the appropriateness of
the Group's policy in recognising acquisition and integration
related costs. We also examined the year-on-year consistency of the
policy.
We have challenged the Group's
policy for the recognition and classification of the expenses, such
as specific share-based payment schemes, and whether these were
incurred as part of the acquisition and integration
activities.
As the classification of expenses
impacts certain management remuneration scheme, we evaluated the
relevant remuneration schemes and the incentive
criteria.
For a sample of expenses, we have
assessed management's rationale for recognition and classification
of these costs against management's policy.
We have assessed the
appropriateness of disclosures included within the financial
statement to determine whether all required information has been
included for acquisition and integration costs.
KEY
OBSERVATIONS
We have concluded that the
classification and disclosure of acquisition and integration
expenses is appropriate for the year ended 31 December
2024.
Procedures performed to agree to
the preliminary announcement of annual results
In order to agree to the
publication of the preliminary announcement of annual results of
Rathbones Group PLC we carried out the following
procedures:
(a) checked that the
figures in the preliminary announcement covering the full year have
been accurately extracted from the audited or draft financial
statements and reflect the presentation to be adopted in the
audited financial statements;
(b) considered whether
the information (including the management commentary) is consistent
with other expected contents of the annual report;
(c) considered whether
the financial information in the preliminary announcement is
misstated;
(d) considered whether
the preliminary announcement includes a statement by directors as
required by section 435 of CA 2006 and whether the preliminary
announcement includes the minimum information required by UKLA
Listing Rule 9.7A.1;
(e) where the
preliminary announcement includes alternative performance measures
("APMs"), considered whether appropriate prominence is given to
statutory financial information and whether:
- the use,
relevance and reliability of APMs has been explained;
- the APMs used
have been clearly defined, and have been given meaningful labels
reflecting their content and basis of calculation;
- the APMs have
been reconciled to the most directly reconcilable line item,
subtotal or total presented in the financial statements of the
corresponding period; and
- comparatives
have been included, and where the basis of calculation has changed
over time this is explained.
(f) read the
management commentary, any other narrative disclosures and any
final interim period figures and considered whether they are fair,
balanced and understandable.
USE
OF OUR REPORT
Our liability for this report, and
for our full audit report on the financial statements is 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 our audit report or this report, or for the opinions we
have formed.
SIMON CLEVELAND, FCA
(SENIOR STATUTORY
AUDITOR)
For and on behalf of Deloitte
LLP
Statutory Auditor
London, United Kingdom
25 February 2025