Proposed Acquisition - Update

RNS Number : 1513Y

Clarkson PLC

27 November 2014

this announcement, including the appendices, and the information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from australia, canada, Japan, the republic of south africa, the united states or any other jurisdiction in which the same would be unlawful. please see the important notice at the end of this announcement.

Clarkson plc

proposed Acquisition of RS Platou ASA - update

27 November 2014

· Further to the announcement on 25 November 2014, Clarkson PLC ("Clarksons" or the "Company") today announces that shareholders of RS Platou ASA ("Platou") who together hold 92.6 per cent. of the Platou Share Capital have agreed to the terms of the proposed acquisition of the entire issued share capital of Platou (the "Acquisition").

· Accordingly, Clarksons is pleased to announce that it has today entered into the Share Purchase Agreement and the Warranty Agreement in connection with the Acquisition. Pursuant to the Share Purchase Agreement, the Sellers have conditionally agreed to sell, and Clarksons has conditionally agreed to acquire, all of such Sellers' shares in Platou.

· Assuming Clarksons acquires the entire Platou Share Capital pursuant to the terms of the Share Purchase Agreement, the total consideration payable by Clarksons will be £281.2 million, of which 75.00 per cent. will be satisfied in Consideration Shares, 16.66 per cent. in Loan Notes and 8.34 per cent. in cash.

· The Acquisition requires the approval of Clarksons' Shareholders and accordingly Clarksons intends to publish a circular shortly which contains a notice convening a general meeting to approve the Acquisition and certain related matters.

· Completion of the Acquisition is currently expected to occur in the first quarter of 2015 and is also subject to, amongst other conditions, certain regulatory approvals and the re-admission of the existing share capital of the Company, and admission of the Consideration Shares, to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange.

· Clarksons has also announced today its intention to conduct a placing, available only to institutional investors outside of the US and certain other jurisdictions, of up to 1,613,698 Ordinary Shares, representing up to 8.5 per cent. of the Company's existing issued ordinary share capital (the "Placing"). The Placing is being conducted through an accelerated bookbuilding process. The net proceeds of the Placing will be used to fund the cash consideration payable to the Platou Shareholders as consideration for the Acquisition and the settlement of the associated Loan Notes. In the event that the Placing does not proceed, Clarksons will fund the cash consideration and settlement of the Loan Notes from the Company's existing and future cash resources.

Further details of (i) the Share Purchase Agreement and the Warranty Agreement, and (ii) the effect of the Acquisition on the Clarksons Group, are contained in the announcement made by the Company on 25 November 2014.

Andi Case, Clarkson PLC's Chief Executive Officer, said:

"Further to our proposals made on Tuesday, I am delighted to announce that 92.6 per cent. of shareholders in RS Platou ASA have already committed to the terms of the acquisition. We look forward to welcoming the whole Platou team into the enlarged group and are excited to continue the development of our integrated service offering to clients."

This preceding summary should be read in conjunction with the full text of this Announcement and its appendices, which are below and have been included given the nature and size of the transaction, as well as the announcement published by the Company on 25 November 2014.

Upon Completion, and pursuant to paragraph 5.6.19G of the Listing Rules, it is proposed that the Ordinary Shares of Clarksons will be cancelled and immediately re-admitted, and the Consideration Shares will be admitted, to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange. Clarksons will also be required to publish a Prospectus prior to Re-Admission.

Both the Circular and the Prospectus will include audited and unaudited consolidated financial statements for Platou, as well as certain other financial information, prepared in accordance with the Listing Rules and the Prospectus Rules. The financial information contained in any such Circular and/or Prospectus may differ from the financial information for Platou set out in this announcement.

When published the Circular and Prospectus will be available on the Company's website (www.clarksons.com).

For further information contact:

Clarkson PLC	+44 207 334 0000

Andi Case
Jeff Woyda

Nomura International plc (Sole Financial Adviser and Sponsor)	+44 207 102 1000

Andrew McNaught
Andrew Forrester
Nicholas Marren

Panmure Gordon (Corporate Broker)	+44 207 886 2500

Richard Gray
Andrew Potts
Tom Salvesen

Hudson Sandler	+44 207 796 4133

Andrew Nicolls

Capitalised terms used in this announcement shall have the meaning ascribed to them in Appendix 7 (Definitions) unless the context requires otherwise.

This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which the same would be restricted, unlawful or unauthorised (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory.

This Announcement and the information contained herein is not an offer of securities for sale in the United States and there will be no public offer of securities in the United States. The securities discussed herein, including the Placing Shares, have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws or with any securities regulatory authority of any other state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any other state or jurisdiction of the United States. The offering of the Placing Shares will only be made outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act and no offer of the Placing Shares will be made in the United States. No public offering of the shares referred to in this announcement is being made in the United Kingdom, any Restricted Territory or elsewhere.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Nomura International plc ("Nomura") or Panmure Gordon (UK) Limited ("Panmure Gordon") or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Nomura, which is authorised by the Prudential Regulation Authority and is regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for the Company in relation to the Acquisition and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed Nomura by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, neither Nomura nor any of its respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Nomura or any of its respective affiliates in connection with the Company or the Acquisition. Nomura and its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Nomura or any of its respective affiliates as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement. Nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future.

Panmure Gordon, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, neither Panmure Gordon nor any of its respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Panmure Gordon or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. Panmure Gordon and its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Panmure Gordon or any of its respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. Nothing in this Announcement is, or shall be relied upon as a promise or representation in this respect, whether as to the past or the future.

This Announcement does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe, for, underwrite or otherwise acquire, any securities of the Company or any member of its group in any jurisdiction or an inducement to enter into investment activity.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Nomura or Panmure Gordon that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Nomura and Panmure Gordon to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "anticipate", "intend", "plan", "predict", "may", "will", "could", "estimate", "expect", "should", "shall", and words of similar meaning, reflect the directors' beliefs, intentions or current expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. These forward-looking statements include all matters that are not historical facts and include statements regarding the intentions, beliefs or current expectations of the directors concerning, among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industries in which the Company operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the Company's control. Forward-looking statements are not guarantees of future performance and are based on one or more assumptions. The Company's actual results of operations and financial condition and the development of the industries in which the Company operates may differ materially from those suggested by the forward-looking statements contained in this Announcement. In addition, even if the Company's actual results of operations, financial condition and the development of the industries in which the Company operates are consistent with the forward-looking statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Furthermore, statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

Appendix 1
Background to and reasons for the Acquisition

The Directors believe that the Acquisition will:

· accelerate the execution of Clarksons' strategy to provide clients with an integrated best-in-class offering comprising Broking, Financial, Support and Research across all major shipping and offshore markets;

· bring together two heritage market leading brands within Shipping and Offshore broking;

· combine experienced and proven management teams with a strong performance track record of delivering an integrated service and shared vision for the future growth of the Enlarged Group;

· significantly strengthen and broaden the financial offering and client base with leading specialist investment banking and project finance operations;

· enhance the Clarksons Group's data, research and analysis capabilities, which are central to Clarksons' strategy, and strengthen its role as industry validator with the ability to deliver clients a consultancy and execution offering;

· broaden the Clarksons Group's services and enhance its extensive client base. The Platou Group's global relationships, especially with Scandinavian and industrial clients, establishes a broader client mix within global shipping and offshore markets and further increases the geographical reach of the Enlarged Group; and

· realise operational and financial benefits, thus providing the opportunity for significant value creation over the medium term.

The combination of the Clarksons Group and the Platou Group will create a leading global shipping and offshore services business headquartered in London and employing approximately 1,400 people in 21 countries in key global financial and shipping centres. The core divisions will comprise Shipping and Offshore Broking, Financial, Support Services and Research. Following Completion, the Enlarged Group will benefit from stronger brand recognition globally across the key markets of shipping, offshore and oil services and investment banking.

The Enlarged Group will be able to capitalise on new opportunities across its core global shipping and offshore markets through an enhanced, integrated service offering with the ability to source, advise, service and execute a range of transactions on behalf of its clients. Furthermore, the businesses of the Clarksons Group and the Platou Group have little overlap. Clarksons intends to utilise the Enlarged Group's positioning, services and networks to develop broader and deeper relationships with existing clients by offering complementary products and services. Clarksons also intends to use the Enlarged Group's increased product and service offering to win new clients and drive new business growth. It is further anticipated that the combination of technology platforms and infrastructure will enhance information flow and improve its offering to clients.

The Directors believe the Enlarged Group will benefit from operational synergies arising from the increased scale of the combined business activities of the Clarksons Group and the Platou Group. Through the consolidation of offices in key locations, notably Oslo, New York and Singapore, the Enlarged Group expects to drive efficiencies and improve operating margins in these countries. Moreover, the scale of the combined operation in Shipping, Offshore and Financial, will enable additional investment in core services, particularly with respect to IT platforms, both client facing and internal, benefitting clients of the Enlarged Group. It is also anticipated that the integration of core services such as IT, legal, compliance, financial and HR will lead to greater operational efficiency.

The Directors believe that operational synergies arising from the increased scale of the Enlarged Group will drive revenue and margin growth in the future. Consequently, the Directors believe that the Enlarged Group will be more efficient and effective than the separate businesses and thus better equipped to provide an even higher level of service to clients.

The Directors also believe that the Acquisition will be earnings enhancing in the 2015 financial year.¹

As part of Clarksons' strategy to provide an integrated best-in-class offering to its clients, the Directors will also continue to look at possible acquisition targets in addition to Platou.

Notes

This statement is not intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Appendix 2
Information on the Platou Group

1. Overview

1.1 Established in Oslo in 1936, the Platou Group is a leading international broker and investment bank providing high value brokerage, financial and advisory services focused on the offshore and shipping markets, operating from offices in 11 countries located in key global financial and shipping centres and with 321 employees as at 30 September 2014. The Platou Group's business comprises four core divisions: Offshore, Shipbroking, Investment Banking and Project Finance, which are complemented by a variety of research capabilities.

1.2 On 5 November 2014, the members of RS Platou LLP and RS Platou Energy LLP (the "LLPs"), in both of which Platou holds a 51 per cent. interest, resolved, among other things, to wind-up the LLPs from 31 December 2014. Pursuant to agreements dated 5 November 2014 and 21 November 2014, the LLPs have agreed to transfer substantially all of their assets to a new entity, established by their respective existing members (other than Platou) (the "RS Platou LLP Transaction"). In connection with the RS Platou LLP Transaction, Platou has acquired the shares in Platou held by certain of the existing members of the LLPs. Completion of the RS Platou LLP Transaction is expected to occur on 31 December 2014, subject to certain conditions. If completion of the RS Platou LLP Transaction does not occur on 31 December 2014, the LLPs will nonetheless be wound up in accordance with the resolutions above.

1.3 RS Platou LLP and RS Platou Energy LLP are based in London and formed part of the Platou Group's Shipbroking division with a focus on specific sub-sectors of the shipping market (for the year ended 31 December 2013, the business to be disposed of pursuant to the RS Platou LLP Transaction generated total revenue of £7.5 million and operating profit of £1.5 million).

1.4 The description of the Platou Group and the Platou Group's financial information set out in this Appendix and the other Appendices anticipates the completion of the RS Platou LLP Transaction and therefore does not contain any information on RS Platou LLP or RS Platou Energy LLP and their respective subsidiaries (other than certain customer commissions in the Forward Order Book, which will remain part of the Platou Group).

1.5 For the year ended 31 December 2013, the Platou Group generated total revenues of £132.7 million and operating profit of £33.6 million. As at 30 June 2014, the Platou Group had gross assets of £99.3 million.

2. Business divisions

Offshore

2.1 The Platou Group has been engaged as a broker in the offshore drilling industry since the 1960s, and Platou Offshore was established in 1973. The Platou Group is recognised as one of the leading global players in the sector, advising vessel owners, oil and gas companies, shipyards, designers and maritime architects, class authorities, investors and financial institutions on the chartering, sale and purchase and newbuild construction of all major types of offshore vessel as well as providing valuation services, market intelligence and analysis. The Offshore division had 117 employees at 30 September 2014 across the Platou Group's offices in Oslo, Singapore, Houston, Cape Town, Moscow, Shanghai, Aberdeen, London, Dubai and Rio de Janeiro.

2.2 In March 2008, Platou acquired a controlling interest in the Stewart Group and its offices in Aberdeen, London and Cape Town and agreed to acquire the remaining minority interest in November 2014. The Stewart Group is regarded as a leading provider of offshore broking services, specialising in the chartering of offshore support and specialist vessels, and its acquisition by the Platou Group strengthened the Platou Group's market position in the North Sea, West Africa and Australia. The Offshore division has recently been strengthened by the addition of a new team specialising in the sub-sea market.

2.3 For the year ended 31 December 2013, the Offshore division generated total revenues of £38.7 million (representing 29.2 per cent. of the Platou Group's total revenue for the period) and operating profit of £8.8million (representing 26.2 per cent. of the Platou Group's total segment operating profit for the year).

2.4 The Offshore division assists clients with business development for all types of offshore vessels, including:

(a) Drilling Units: providing advisory and consultancy services with respect to a variety of mobile drilling units, including semi-submersibles, drillships, jackups, drilling assisted barges and land rigs to a global client base of owners, oil companies, shipyards, investment groups, financial institutions and public and governmental institutions. The team is active in all phases of the offshore vessel lifecycle, from design to deployment to demolition, and has been instrumental in bringing to market several new designs for drilling units and supply vessels;

(b) Offshore Support Vessels: advising global clients on transactions with respect to the chartering, sale and purchase and newbuilding of offshore supply vessels and support vessels, and advising national and private oil companies on special purchase equipment acquisitions and providing fair market value appraisals of shipping and offshore assets;

(c) Field Development: providing broker, advisory and consultancy services to oil companies, offshore contractors and ship-owners covering floating production storage offloading units ("FPSOs"), floating storage offloading units, drilling rigs, marine offshore production units, subsea construction and tanker export systems. The Platou Group is internationally recognised as one of the most experienced FPSO brokers in the world; and

(d) Offshore Research: producing analysis of global macroeconomic conditions and markets as well as research of the markets for mobile offshore drilling units, offshore support vessels, FPSOs, shuttle tankers and offshore wind/renewables projects.

Shipbroking

2.5 The Shipbroking division of the Platou Group was established in 1936, and had 105 employees at 30 September 2014located in Oslo, Houston, Moscow, Piraeus, Shanghai and Singapore.

2.6 For the year ended 31 December 2013, the Shipbroking division generated total revenues of £24.9 million (representing 18.8 per cent. of the Platou Group's total revenue for the year) and operating profit of £1.2million (representing 3.6 per cent. of the Platou Group's total segment operating profit for the year).

2.7 The Shipbroking division is divided into departments for:

(a) Sale and Purchase and Newbuilding: focusing on broking services in relation to various types of vessels including tankers, LPG and LNG carriers, bulk carriers, container carriers, pure car carriers ("PCC") and RoRo vessels, reefer vessels and cruise vessels and ferries;

(b) Chartering: which incorporates sub-sectors including PCC/RoRo (including deep sea, spot and period charters), LNG and industrial shipping; and

(c) Economic Research: preparing research on the markets for crude, LNG, bulk and container shipping and car transportation.

Investment Banking

2.8 RS Platou Markets AS, the Platou Group's Investment Banking division, is a full service investment bank headquartered in Oslo, Norway, with a subsidiary in New York, and is licenced and supervised by the Norwegian FSA and FINRA respectively. The Investment Banking division of the Platou Group was established in 2008.

2.9 In 2011, Platou acquired a New York-registered broker-dealer to create Platou Markets Inc., thereby increasing access to the US capital markets. The Investment Banking division has a broad and diverse global institutional client base and offers services including equity and fixed income sales and trading, equity and credit research and corporate finance services focusing on the Platou Group's core maritime sectors. The Platou Group has been a market leader in shipping equity capital markets globally since January 2013 raising more than US$7 billion in equity for 13 public shipping companies in 25 transactions over this period, 10 of which as sole manager. It also has a strong track record in successful placings of secured and sizeable US Dollar denominated bonds (raising US$5.8 billion in high yield bonds to maritime companies since 2012, of which 44 per cent. was as sole manager, and raising US$1.5 billion in secured high yield bonds to rig companies since July 2013, of which 54 per cent. was as a sole manager). The division had 79 professionals at 30 September 2014 located in Oslo and New York. For the year ended 31 December 2013, the Investment Banking division participated in 33 equity and debt capital market transactions and six M&A transactions with a combined value of US$7.4 billion.

2.10 For the year ended 31 December 2013, the Investment Banking division generated total revenues of £61.3 million (representing 46.2 per cent. of the Platou Group's total revenue for the period) and operating profit of £21.7million (representing 64.6 per cent. of the Platou Group's total segment operating profit for the year).

2.11 The Investment Banking division is divided into departments for:

(a) Equity Sales and Trading: offering a broad range of products and services, including domestic and international sales, trading, market-making and execution within equities for global institutional investors;

(b) Fixed Income Sales and Trading: offering a broad range of products and services, including domestic and international sales, trading, market-making and execution within debt instruments for global institutional investors;

(c) Equity Research: providing consistent, high-quality and timely research to clients, the equity research department maintains an ongoing coverage of companies globally with an emphasis on the offshore and shipping sectors. Analysts prepare macroeconomic and market-specific outlook reports in addition to Norwegian and international industry and sector updates; and

(d) Corporate Finance: a dedicated team of corporate finance professionals with extensive industry and transaction experience in equity capital markets, debt capital markets, private transactions and advisory services located in Oslo and New York. The corporate finance department delivers corporate finance and equity and debt capital markets services to clients within the shipping and offshore sectors, designing and optimising the sources of funding and the capital structure of global companies in an effort to allocate financial resources more effectively and so increase shareholder value, in addition to advising on strategic alternatives and mergers and acquisitions. The corporate finance team has particularly extensive experience with transactions in the US and Norwegian capital markets, including the Norwegian OTC market.

Project Finance

2.12 Since its establishment in 2004, the Project Finance division has become one of Norway's leading finance companies specialising in the shipping, offshore and real estate sectors. From the Platou Group's offices in Oslo and Singapore, the Project Finance division has, since its inception, established 91 projects and acquired, on behalf of project companies, 180 vessels at an accumulated project price of approximately US$4.2 billion. The Project Finance division offers assistance to clients in the project development stage and investor services through the life of the project. The team also offers post-completion services to clients through its corporate management department. The Project Finance division had 20 employees as at 30 September 2014. RS Platou Finans Shipping AS is regulated by the Norwegian FSA.

2.13 For the year ended 31 December 2013, the Project Finance division generated total revenues of £7.8 million (representing 5.9 per cent. of the Platou Group's total revenue for the year) and operating profit of £1.9million (representing 5.7 per cent. of the Platou Group's total segment operating profit for the year).

2.14 The Project Finance division's activities are divided into departments focussing on project development, corporate management and investor services.

3. Forward Order Book

3.1 Activities within the newbuilding and chartering departments frequently lead to amounts of contracted commission being included in the Platou Group's Forward Order Book. When the Platou Group has provided services to a client, the Platou Group is eligible to receive a commission and revenues will be invoiced according to the commission payment arrangements agreed between the counterparties.

3.2 The Forward Order Book represents estimated future commissions and other revenues collectable over the duration of the contract as principal payments fall due, on already executed transactions. The Forward Order Book includes inherent risks in several aspects, and there can be no guarantee that the Enlarged Group will collect as revenues the amounts represented by Platou's Forward Order Book. The risk of collection increases the further out the commission is due to be invoiced. Consequently, in keeping with Clarksons' policy, the Forward Order Book is defined as the Directors best estimate of what will be invoiced and collected in the following financial year.

3.3 As at 30 September 2014, the Platou Group's Forward Order Book for collection in the year ended 31 December 2015 is US$57.6 million, which comprises a Forward Order Book for Offshore of US$40.0 million, Shipbroking of US$15.3 million and Project Finance of US$2.3 million.

4. History

Below is an overview of the key events in the Platou Group's history:

Year	Event
1936	Platou founded as shipbrokers in Oslo
1960	Started offshore broking services
1973	Platou Offshore division established
1978	Established office in Houston
1987	Management buy-out led by Peter M. Anker
1989	Established office in Singapore
2000	Founding partner in IMAREX (exited in 2006)
2004	Established Project Finance division
2008	Acquired controlling interest in the Stewart Group Acquired RS Platou Markets AS from Glitnir Banki hf
2009	Established RS Platou LLP in London Established RS Platou Real Estate AS Established office in Piraeus Established RS Platou Markets (Asia) Pte. Ltd in Singapore
2010	Established office in Rio de Janeiro
2011	Sold 49.7 per cent. of RS Platou Markets AS to employees, bringing shareholding down to 50.3 per cent. RS Platou Markets Inc. was acquired in the US Established offices in Cape Town, Sydney, Perth and Melbourne Acquired 55 per cent. of Rig Ship FZCO based in Dubai
2012	Acquired Realkapital Partners AS RS Platou Markets AS sold its Singapore subsidiary RS Platou Markets (Asia) Pte. Ltd to members of the company's management
2013	Acquired additional shares in RS Platou Markets AS from employees, taking shareholding to 90.1 per cent. Sold Realkapital Partners AS Acquired 50.02 per cent. of Christiania Shipbrokers AS and changed name to RS Platou Tankers AS RS Platou Markets, Inc. obtained underwriting and research licences in the US
2014	RS Platou Finans AS changed name to RS Platou Project Finance AS Acquired additional shares in RS Platou Markets AS to take Platou Group's ownership to 100 per cent. RS Platou LLP Transaction agreed Acquired the remaining minority interest in the Stewart Group, conditional on Completion

5. Properties

5.1 On 1 September 2014, Platou completed the sale of its 50 per cent. interest in M62 Holding AS, the holding company of the Platou Group's corporate office building in Oslo which is currently under construction, for a cash consideration of £2.3 million. As a result, Platou expects to recognise a gain of approximately £2.2 million in the year ended 31 December 2014.

5.2 The Platou Group leases all of its current premises on long-term contracts, with the exception of one office in the UK. The lease for Platou's headquarters in Oslo expires in 2015 when Platou expects to move into its new office building. Platou has signed a 12 year lease for the new office building with an option to extend for two additional five year terms, on equal terms to the original lease.

6. Information technology

The Platou Group's information technology ("IT") systems support its finance and reporting functions, procurement, human resources and other specialised business operations. Different platforms are used to support the various departments, and the Platou Group has a centralised IT support service that manages the IT infrastructure through a combination of an in-house team of 10 people (as at 30 September 2014) and personnel of key suppliers. The Platou Group has security policies in place with respect to its IT systems.

7. Intellectual property

Platou's name is considered a protected trademark and is owned by Platou. Platou has no patents.

8. Insurance

Platou maintains professional indemnity, property, directors' and officers' and other insurance coverage. Platou considers its insurance coverage to be adequate both as to the nature of the risks covered and amounts insured for its business operations.

9. Regulation

9.1 The provision of shipbroking services is unregulated under Norwegian law. Neither the Platou Group nor the individual ship brokers employed by the Platou Group are required to hold any licence or authorisation in order to provide shipbroking services.

9.2 Investment services provided on a professional basis may only be provided by undertakings licensed to do so by the relevant financial authority in the jurisdictions in which they operate. RS Platou Markets AS is a full service investment firm and holds a license from the Norwegian FSA to provide investment services as defined in the Norwegian Securities Trading Act Section 2-1(1) and ancillary services as described in the Norwegian Securities Trading Act Section 2-1(2), with the exceptions of (i) active management of investors' portfolios of financial instruments, (ii) operation of a multilateral trading facility (iii) granting of credits or loans and (iv) services related to the underlying commodity derivatives. RS Platou Finans Shipping AS holds a license from the Norwegian FSA to provide the investment services reception and transmission of orders, execution of orders, underwriting and placing of financial instruments, as well as the ancillary services preparation of investment research and services related to underwriting. RS Platou Markets, Inc. in New York holds licences from FINRA in the US to perform equity and credit sales and trading, corporate finance transactions and advisory services and to create and distribute proprietary and third-party research.

9.3 The Norwegian regulated entities of the Platou Group, RS Platou Markets AS and RS Platou Finans Shipping AS, have a minimum capital requirement of 8 per cent. of calculated risk as defined in the regulations issued by the Norwegian Ministry of Finance, and the entities reports its capital adequacy on a quarterly basis to the Norwegian FSA. RS Platou Markets AS reports capital adequacy ratio on both a company and group level (consolidated with RS Platou Markets, Inc.). As at 31 December 2013, RS Platou Markets AS had a capital adequacy ratio of 14.9 per cent. on a company level and 14.6 per cent. on RS Platou Markets AS group level, and RS Platou Finans Shipping AS had capital adequacy ratio of 10.0 per cent. Historically all the regulated entities have maintained a capital ratio above the 8 per cent. requirement. RS Platou Finans Shipping AS and RS Platou Markets AS must also perform Internal Capital Adequacy Assessment Process ("ICAAP") once a year to evaluate their need for capital.

9.4 The Norwegian regulated entities of the Platou Group, RS Platou Markets AS and RS Platou Finans Shipping AS, are required to report large exposures on a company level and for RS Platou Markets AS also on a RS Platou Markets AS group level. A large exposure is defined as an exposure which constitutes 10 per cent. or more of eligible capital and there are limits on the size of such exposures according to local regulation.

9.5 The Norwegian regulated entities of the Platou Group, RS Platou Markets AS and RS Platou Finans Shipping AS, are currently required to comply with the remuneration regulations introduced in Norway in 2011 and will be required to comply with the amended regulations which will come into effect from 1 January 2015, which cover fixed and variable salary payments as well as limit excessive bonus payments and risk taking based on the principles set out in the EU Capital Requirements Directive III and IV. RS Platou Markets AS and RS Platou Finans Shipping AS have their own committees related to the compensation of regulated employees and are required to review the relationship between fixed and variable salary once a year in a written report, to be delivered to the Norwegian FSA upon request. This bonus regulation is not applicable to RS Platou Markets, Inc. in the US.

9.6 In the event that the regulated entities of the Platou Group generate in excess of 50 per cent. of the Platou Group's overall activities in any given financial year, capital adequacy and large exposure requirements will also have to be complied with by the Platou Group on a consolidated level. In the period covered by the historical financial information set out in Appendix 4 (Historical Financial Information Relating to the Platou Group), revenue from Investment Banking has not reached 50 per cent. of the Former Platou Group's total revenue.

9.7 RS Platou Markets, Inc., in New York, is subject to the Securities and Exchange Commission ("SEC") Uniform Net Capital Rule. Since it was established, RS Platou Markets Inc. has elected to operate under that aspect of this rule which requires that the company maintain "net capital" equal to the greater of $250,000 or 6.67 per cent. of "aggregate indebtedness", as those terms are defined in the rule. The capital is reported on a monthly basis to FINRA.

9.8 RS Platou Real Estate AS is a tied agent of RS Platou Markets and may act as a tied agent for the purpose of promoting, transmitting orders and providing advice on investment services in relation to syndication of real estate projects. RS Platou Markets is fully responsible for the agent's regulated activities.

9.9 RS Platou Investor Services, RS Platou Project Finance AS and RS Platou Property Management AS are all authorised by the Norwegian FSA as external accountants.

9.10 In order to demonstrate recognised standards of service quality, all divisions within the Platou Group are fully certified by Det Norske Veritas ("DNV") and in compliance with the ISO 9001:2008 Standard. The current certificate is valid until 14 May 2017.

10. Employees and pensions

Employees

10.1 The number of employees by department as at 30 September 2014 is shown below:

Department	Total
Offshore	117
Shipbroking	105
Investment Banking	79
Project Finance	20
Total	321

Pension schemes

10.2 The Platou Group has a defined contribution pension scheme covering all employees in Norway and a defined benefit pension scheme in operation relating to the Stewart Group in the UK. The Stewart Group pension scheme was closed to new entrants and accruals in 2006. As at 30 June 2014 there were 21 deferred members in the scheme and 12 pensioners and dependants. As at 30 June 2014, the net pension liability of the scheme was £1.3 million as calculated under IAS19R. The last triennial valuation was undertaken as at 1 September 2012.

11. Material Contracts

RS Platou LLP Transaction

Asset Purchase Agreements

11.1 On 5 November 2014, RS Platou LLP and RS Platou Energy LLP entered into an asset purchase agreement (the "First APA") with Affinity (Shipping) LLP ("Affinity"), Platou and the other members of the LLPs (the "Managers"). On 21 November 2014, RS Platou LLP, Affinity and Platou entered into a second asset purchase agreement (the "Second APA" and, together with the First APA, the "APAs"). Pursuant to the APAs, the LLPs will sell substantially all of their assets, and transfer substantially all of their employees, to Affinity, an entity established by the Managers. The consideration payable by Affinity shall be calculated by reference to the value of the LLPs to be acquired as at completion. The sale is conditional on the receipt of financing by Affinity and the APAs are due to complete on 31 December 2014.

11.2 If the APAs do not complete, the LLPs will be wound up in accordance with the resolutions described below, and the assets of the LLPs will be distributed to Platou and the other members of the LLPs. In addition, even if the APA does not complete, all of the employees of the LLPs will transfer to Affinity (except in the event that completion of the First APA does not occur as a result of the default of the LLPs).

11.3 Post-completion of the APAs, Platou has agreed to continue to provide certain IT, accounting and management services to Affinity and access to certain industry publications and data. Under the First APA, (i) Affinity and each of the Managers are prevented from offering employment to anyone employed by the Platou Group (excluding the LLPs); and (ii) the LLPs and Platou are prevented from offering employment to anyone employed by Affinity, for a period of a year from completion of the First APA.

Agreements for Purchase of Own Shares

11.4 On 5 November 2014, Platou entered into an agreement for the purchase of its own shares from certain of the Managers (the "First APOS"). The consideration payable for the shares under the First APOS is £10.2 million and NOK 25.2 million. The shares were transferred to Platou on 6 November 2014. On 21 November 2014, Platou entered into an agreement for the purchase of its own shares from Dunplat Investments Ltd (the "Second APOS" and, together with the First APOS, the "APOSs"). The consideration payable for the shares under the Second APOS is £1.5 million. The shares were transferred to Platou on 24 November 2014. Payment for the shares under the APOSs is required to be made on 2 January 2015. Notwithstanding the foregoing, Platou may withhold up to 75 per cent. of the consideration under the APOSs, until receipt of distributions from the LLPs to Platou following completion of the APAs or as part of the winding up of the LLPs.

Resolutions

11.5 Written resolutions of both LLPs passed on 5 November 2014 approved, among other things, the entry into the First APA by the relevant LLP, the winding up of the relevant LLP as soon as is reasonably practicable after 31 December 2014 and amendments to the applicable partnership agreements.

Arrangements related to New Corporate Office Building

11.6 On 1 September 2014, Platou completed the sale of its 50 per cent. interest in M62 Holding AS, the holding company of the Platou Group's corporate office building in Oslo which is currently under construction, for a cash consideration of £2.3 million. Pursuant to the set of contracts related to the sale, Platou has, jointly and severally with its former 50 per cent. partner, guaranteed the fulfilment of M62 Holding AS's obligations (primarily the payment of the purchase price for the shares, the repayment of a construction loan and estimated remaining construction costs). If claims are made rightfully under said guarantee, the guarantors will have a corresponding recourse claim against the buyer of M62 Holding AS. Said recourse claim is secured by a pledge over all shares of M62 Holding AS. Platou expects to recognise a gain from the sale of M62 Holding AS of approximately £2.2 million in the year ended 31 December 2014. Platou has, in the sales agreement for M62 Holding AS, given customary warranties and representations to the buyer.

11.7 During the period until certain conditions for the purchase of M62 Holding AS have been complied with (currently estimated to be end of March 2015), the lease agreement includes a change of control provision implying that Platou's right to maintain the lease agreement upon a change of control in Platou is subject to the lessor's consent, which consent shall not be unreasonably withheld.

Platou Group Debt Arrangements

Platou

11.8 Platou has a multicurrency overdraft facility of NOK 220 million and a term loan of NOK 150 million with DNB Bank ASA. The interest rate on the overdraft facility is one month NIBOR plus a margin, which, as at the date of this document, is 2.25 per cent. per annum, with a commitment fee of 0.36 per cent. per annum calculated on the commitment. Interest on the term loan is NIBOR plus a margin, which, as at the date of this document, is 2.625 per cent. per annum. The availability period of the overdraft facility is 1 year with annual renewals. The term loan shall be repaid in equal semi-annual instalments over a period of 5 years (7 years repayment profile and a balloon payment after 5 years) and the first instalment of NOK 10.7 million was repaid on 26 November 2014.

11.9 Platou has provided guarantees in favour of DNB Bank ASA of NOK 2.5 million for one employee's liabilities to DNB Bank ASA and of NOK 60 million of RS Platou Markets AS's overdraft facility of NOK 100 million.

11.10 As security for the obligations to DNB Bank ASA, Platou has granted a pledge of trade receivables, a pledge over the shares of RS Platou Markets AS (minimum ownership share 50.1 per cent.) and a pledge over its operating assets.

11.11 DNB Bank ASA's financing is subject to: (i) equity at all times being more than NOK 170 million, subject to quarterly measurement; (ii) GIBD/EBITDA being less than or equal to 2.5 ("GIBD" being defined as drawn and outstanding amounts under all facilities of Platou and drawings under RS Platou Markets AS's facility up to NOK 60 million and "EBITDA" being defined as operating result (after bonus) plus depreciations and amortisation, calculated quarterly on a 12-month rolling basis based on the Former Platou Group's consolidated figures); (iii) no cross default occurring under the RS Platou Markets AS facility; (iv) Platou not incurring other debts or guarantee obligations or granting security without the bank's approval; and (v) bank approval of material changes to the company structure which may have an adverse effect on the borrower's ability to fulfil its obligations.

11.12 The facilities are subject to certain change of control and material adverse change provisions.

RS Platou Markets AS

11.13 RS Platou Markets AS has a multicurrency overdraft facility of NOK 100 million with DNB Bank ASA.

11.14 The interest rate on the overdraft facility is one month NIBOR plus a margin, which, as at the date of this document, is 2.25 per cent. per annum with a fee of 0.36 per cent. per annum calculated on the commitment. The availability period is 1 year with annual renewals.

11.15 Further, DNB Bank ASA has granted a liquidity guarantee in favour of VPS (Norwegian Registry of Securities) of NOK 40 million (with a guarantee commission of 0.50 per cent. per annum), a guarantee in favour of VPS Clearing of NOK 6 million (with a guarantee commission of 0.30 per cent. per annum) and some other minor guarantees.

11.16 As security for the obligations to DNB Bank ASA, RS Platou Markets AS has granted a pledge over trade receivables, a pledge over VPS accounts and a pledge over its operating assets. Further, the bank has reserved a set-off right and Platou has granted a guarantee of NOK 60 million.

11.17 DNB Bank ASA's financing is subject, inter alia, to (i) equity at all times being more than NOK 90 million, subject to quarterly measurement; (ii) required concessions from The Financial Supervisory Authority of Norway having been obtained; (iii) no cross default occurring under the Platou facility; (iv) Platou at all times maintaining a minimum of 50.1 per cent. ownership of the share capital of RS Platou Markets AS; (v) Platou at all times maintaining a 100 per cent. ownership of the share capital of RS Platou Markets Inc.; (vi) RS Platou Markets AS not incurring other debts or guarantee obligations or granting security without the bank's approval; (vii) bank approval of material changes to the company structure which may have an adverse effect on the borrower's ability to fulfil its obligations; and (vii) no material adverse change.

Christiania SPA

11.18 On 1 November 2013, Platou entered into an agreement (the "Christiania SPA") with Melchior Invest AS, Knut Ebbesen AS, Møkkalasset Invest AS and Auckland Point Invest AS (the "Christiania Sellers") to purchase 50.02 per cent. of the issued share capital of Christiania Shipbrokers AS for a consideration of NOK 6,375,000 in cash and 400,000 shares in Platou. Pursuant to the Christiania SPA, Platou has a call option to purchase the remaining shares in Christiania Shipbrokers AS before the fifth anniversary of the date of the Christiania SPA, for a consideration of cash and shares in Platou. This has not been exercised as at the date of this document. Pursuant to the Christiania SPA, the Christiania Sellers jointly have the right to nominate two directors to the board of Christiania Shipbrokers AS, and Platou has the right to nominate three. Platou has also agreed in the Christiania SPA to provide all necessary corporate services to Christiania Shipbrokers AS to the same standards and rates as the other entities within the Platou Group and the rates for such services to be paid by Christiania Shipbrokers AS would not exceed the rates paid before completion of the transaction. Following completion of the transaction, the company was renamed RS Platou Tankers AS.

Acquisition of the Stewart Group

11.19 On 24 November 2014, Platou and each of the other shareholders of the Stewart Group entered into a share purchase agreement (the "Stewart Agreement") pursuant to which Platou agreed to purchase all of the shares in the Stewart Group which it did not already own, being 22.90 per cent. of the shares in the Stewart Group held by a number of minority shareholders (the "Stewart Minority"). The consideration to the Stewart Minority for their shares in the Stewart Group will be Platou shares currently held in treasury by Platou. The Stewart Minority will, as a result of the sale of their shares in the Stewart Group to Platou (the "Stewart Acquisition"), participate in the Acquisition on the same terms as each of the Platou Shareholders and will receive the same consideration for each of their Platou treasury shares received in the Stewart Acquisition as the Platou Shareholders receive for each Platou Share. The Stewart Agreement will make obligatory the sale by the Stewart Minority of all of their Platou treasury shares received in the Stewart Acquisition to Clarksons pursuant to the Acquisition. Completion of the Stewart Acquisition will take place shortly prior to Completion but after satisfaction of all of the other Conditions. The Stewart Agreement is governed by Norwegian law and a limited number of warranties have been given by Platou and the Stewart Minority to each other.

12. Litigation

12.1 Platou has been put on notice of a potential claim against it by Spar Shipping AS ("Spar"), a Norwegian entity, in relation to broking services that Platou provided to Spar in 2010. These broking services related to three charterparty agreements that Spar entered into with Grand China Shipping (Hong Kong) Co. Ltd ("GCS"), a Chinese company, in March 2010 supported by three letters of guarantee provided to Spar by GCS's parent company, Grand China Logistics Holding (Group) Co. Ltd ("GCL").

12.2 Spar claims that GCS breached the charterparty agreements and, following the winding-up of GCS, commenced proceedings in the High Court of England and Wales against GCL for enforcement of the letters of guarantee. Spar has claimed a sum of approximately USD 30 million in those proceedings. GCL contends by way of defence in those proceedings that the letters of guarantee are not valid and enforceable. The Company understands that the trial is currently scheduled to begin in January 2015. Spar has notified Platou that, if GCL is successful in its defence and as a result of those proceedings the letters of guarantee are found not to be valid and enforceable, Spar intends to pursue an alternate claim against Platou, claiming negligent provision of broking services in relation to the guarantees. The directors of Platou understand that the value of the potential claim could be up to the amount claimed by Spar against GCL. Platou has denied any liability in respect of this potential claim by Spar.

12.3 The directors of Platou believe that the potential claim is unfounded and will vigorously contest any claim made. Platou has professional indemnity insurance cover of USD 5 million for claims such as these, and the Platou Shareholders are to provide certain indemnity and other contractual protection in relation to the potential claim by Spar. However, should any claim by Spar against Platou be successful and recovery under the insurance and/or indemnity not be available in full or in part for any reason, the Platou Group's financial position and profitability would be adversely affected.

Appendix 3
Operating and Financial Review for the Platou Group

This Appendix 3 should be read in conjunction with the rest of the Announcement. The financial information considered in this Appendix 3 is extracted from the Historical Financial Information Relating to the Platou Group set out in Appendix 4.

The following discussion of the Platou Group's results of operations and financial conditions contains forward-looking statements. The Platou Group's actual results could differ materially from those that it discusses in these forward-looking statements. Factors that could cause or contribute to such differences include certain industry issues as well as those discussed below and elsewhere in this Announcement.

1. Overview

Established in Oslo in 1936, the Platou Group is an international broker and investment bank providing high value brokerage, financial and advisory services focused on the offshore and shipping markets, operating from offices in 11 countries located in key global financial and shipping centres and has 321 employees as at 30 September 2014. The Platou Group's business comprises four core divisions: Offshore, Shipbroking, Investment Banking and Project Finance, which are complemented by a variety of research capabilities.¹

On 5 November 2014, the members of RS Platou LLP and RS Platou Energy LLP, in both of which Platou holds a 51 per cent. interest, resolved, among other things, to wind-up the LLPs from 31 December 2014. The LLPs have agreed, pursuant to agreements dated 5 November 2014 and 21 November 2014, to transfer substantially all of their assets to a new entity, established by their respective existing members (other than Platou). In connection with the RS Platou LLP Transaction, Platou has acquired the shares in Platou held by certain of the existing members of the LLPs. Completion of the RS Platou LLP Transaction is expected to occur on 31 December 2014, subject to certain conditions. If completion does not occur on 31 December 2014, the LLPs will nonetheless be wound up in accordance with the resolutions above.

RS Platou LLP and RS Platou Energy LLP are based in London and formed part of the Platou Group's Shipbroking division with a focus on specific sub-sectors of the shipping market (for the year ended 31 December 2013, the business to be disposed of pursuant to the RS Platou LLP Transaction generated total revenue of £7.5 million and operating profit of £1.5 million). This Appendix 3 (Operating and Financial Review for the Platou Group) provides financial information and a financial review of:

(a) Platou and its subsidiaries prior to the completion of the RS Platou LLP Transaction (the "Former Platou Group") for the years ended 31 December 2011, 2012 and 2013 and for the six months ended 30 June 2013 and 30 June 2014; and

(b) Platou and its subsidiaries assuming completion of the RS Platou LLP Transaction (the "Platou Group") for the years ended 31 December 2011, 2012 and 2013 and for the six months ended 30 June 2014.

The Former Platou Group generated revenue of £60.9 million for the six months ended 30 June 2014 and revenue of £140.2 million for the year ended 31 December 2013. As at 30 June 2014, the Former Platou Group had gross assets of £106.1 million.

The Platou Group generated revenue of £52.0 million for the six months ended 30 June 2014 and revenue of £132.7 million for the year ended 31 December 2013. As at 30 June 2014, the Platou Group had gross assets of £99.3 million.

2. Current trading and prospects

For the three months ended 30 September 2014, Platou's results were in line with management expectations, with positive developments across each of Shipbroking, Offshore, Investment Banking and Project Finance.

(a) Shipbroking

Positive developments in the Former Platou Group's Shipbroking division during the first half of 2014 continued in the three months ended 30 September 2014. Revenues were higher as compared to the same period the previous year due primarily to the Former Platou Group's strong Forward Order Book and an increase in sale and purchase activity.

(b) Offshore

The strong performance of the Offshore division during the first half of 2014 was below that of the first half of 2013. This continued during the three months ended 30 September 2014, driven by robust chartering activity. The lower revenues in the six month and three month periods were due to lower newbuild and sale and purchase activity. In July 2014 Platou recruited three specialist subsea brokers who are expected to commence work for Platou in early 2015, and who management believe will broaden the product offering in the offshore sector.

The positive development in sales and trading during first half of 2014 continued during the three months ended 30 September 2014. Corporate finance activity was strong during the three months ended 30 September 2014 and in line with management expectations. A number of transactions have been completed for both new and existing clients, and a number of projects could potentially be completed before end of 2014.

(d) Project Finance

Positive development in the Project Finance division during first half of 2014 continued in the three months ended 30 September 2014. Revenues were higher as compared to the same period the previous year, driven primarily by strong volumes in real estate and project finance.

(e) Other

On 1 September 2014, Platou completed the sale of its 50 per cent. interest in M62 Holding AS, the holding company of the Platou Group's corporate office building in Oslo which is currently under construction. Platou expects to recognise a gain of approximately £2.2 million in the year ended 31 December 2014.

(f) The RS Platou LLP Transaction

On 5 November 2014, the members of RS Platou LLP and RS Platou Energy LLP, in both of which Platou holds a 51 per cent. interest, resolved, among other things, to wind-up the LLPs from 31 December 2014. Pursuant to agreements dated 5 November 2014 and 21 November 2014, the LLPs have agreed to transfer substantially all of their assets to a new entity, established by their respective existing members (other than Platou). In connection with the RS Platou LLP Transaction, Platou has acquired the shares in Platou held by certain of the existing members of the LLPs. Completion of the RS Platou LLP Transaction is expected to occur on 31 December 2014, subject to certain conditions. If completion does not occur on 31 December 2014, the LLPs will nonetheless be wound up in accordance with the resolutions above. Further information on the RS Platou LLP Transaction is contained in paragraph 1.2 of Appendix 2 (Information on the Platou Group).

(g) Acquisition of remaining minority interest of the Stewart Group

On 24 November 2014, Platou agreed to acquire the remaining 22.90 per cent. minority interest of the Stewart Group for consideration of £7.4 million satisfied in Platou Shares currently held in treasury by Platou. The transaction is conditional on Completion.

(h) Outlook

In spite of continued volatility in the shipping and offshore markets, management believe the Platou Group is well positioned to take advantage of opportunities in its core shipbroking and offshore markets due to Platou's niche strategy and strong teams in all divisions. Platou's management remains confident in the outlook for the remainder of 2014 and its expectations remain unchanged.

2.2 Recent developments

On 1 September 2014, Platou completed the sale of its 50 per cent. interest in M62 Holding AS, a vehicle established to become the holding company of the Platou Group's corporate office building in Oslo which is currently under construction, for a cash consideration of NOK 22.6 million (£2.3 million). As a result, Platou expects to recognise a gain of approximately NOK 22 million (£2.2 million) in the year ended 31 December 2014.

On 5 November 2014 and 21 November 2014, Platou entered into the RS Platou LLP Transaction. Completion of the RS Platou LLP Transaction is expected to occur on 31 December 2014, subject to certain conditions. Further information on the RS Platou LLP Transaction is contained in Note 27 of Appendix 4 (Historical Financial Information relating to the Platou Group).

3. Significant factors affecting results of operations

The results of operations and financial condition of the Platou Group have been influenced in years ended 31 December 2011, 2012 and 2013 and the six months ended 30 June 2014, by various factors, including those summarised below, and it is expected that these factors may continue to have an impact on its results of operations and financial condition in the future. Further information on some of the risks that may affect results of operations and financial condition is set out in Appendix 6 of the announcement made by the Company on 25 November 2014.

(a) Market conditions and trade flows

The Platou Group's success depends to an extent upon global macroeconomic conditions, particularly those affecting the international shipping and offshore oil and gas industries, including global seaborne trade flows, existing and future shipping capacity and demand and market conditions in the oil and gas sector. Historically, the offshore and shipping industries in which the Platou Group operates have been characterised by a high degree of cyclicality and consequent volatility in charter rates and asset values, which can have a significant impact on the demand for the Platou Group's services in these sectors, particularly those provided by its Offshore and Shipbroking divisions, respectively. The Platou Group's Investment Banking division is also affected by conditions in the global financial markets.

The Platou Group's strong existing client relationships and product offerings have helped it offset the cyclical and sometimes unpredictable nature of these industries. Additionally, the Platou Group's global presence helps it provide services on both a global and local level, which assists the Platou Group in mitigating the risks associated with unfavourable macroeconomic conditions and volatility in seaborne trade flows and demand by shifting its focus to more favourable markets and opportunities.

(i) Offshore

General activity in the offshore industry, as well as day rates for offshore units, vary over time based on, amongst other things, development in global and regional economic conditions, the worldwide supply and demand for oil and gas, fluctuations in energy and commodity prices and production, weather conditions, government laws and regulations, political developments, environmental protection laws and regulations and the competitiveness of alternative energy sources. Over the last decade, demand for offshore drilling units has been strong, following new field developments and subsequent increases in offshore E&P spending. This elevated demand has resulted in high day rates and utilisation rates of close to 100 per cent. in most segments, as well as substantial new orders for offshore rigs. These favourable market dynamics contributed to an increase in Offshore revenue of £3.6 million, or 10.3 per cent., to £38.7 million for the year ended 31 December 2013. As at 30 September 2014, the combined order book for floater and jackups was approximately 230 units, indicating a fleet growth of approximately 30 per cent. over current levels. This strong newbuild order book has resulted in a clear distinction between older and more modern assets, with modern floater and jackups still commanding stable day rates and achieving utilisation of approximately 95 per cent., while older rigs are experiencing declines in utilisation rates to below 90 per cent., a level where day rates generally begin to decline. For the six months ended 30 June 2014, revenue in the Offshore division reflected this overall softening of demand, decreasing by £1.9 million, or 9.8 per cent., compared to the corresponding period for the previous year. However, historically when the market for these assets has softened, the level of subletting and scrapping activity has increased, both of which have historically driven chartering activity and which could result in an increase in demand for the Platou Group's offshore broking services.

(ii) Shipbroking

General activity levels in the shipping industry, as well as shipping freight rates, vary over time based on, among other things, development in global and regional economic conditions, fluctuations in energy and commodity prices, fluctuations in global production, weather conditions, government laws and regulations and political developments. Since 2008, charter rates in the overall shipping industry have weakened, which contributed to a £4.3 million, or 15.5 per cent. decrease in the Platou Group's Shipbroking revenue to £23.4 million for the year ended 31 December 2012, over the previous year. Nevertheless, demand for seaborne trade, the ultimate driver of any shipping cycle, has recently returned, which, combined with the reduced availability of credit, has led to a decrease in the number of newbuildings contracted and an increase in the level of scrapping, helping to equalise supply and demand in the industry over the last two years. Additionally, increased US exports of refined fuels, petroleum gases and liquid chemicals are expected to have a positive impact on shipping demand due to the long transport distances to primary consuming markets. In 2013, demand for dry bulk vessels increased, while at the same time, reductions in order books at yards resulted in historically low newbuilding prices. The combination of demand increases and historically low vessel pricing resulted in increased sale and purchase activity and orders for newbuild vessels. These factors contributed to a £1.5 million, or 6.4 per cent., increase in the Platou Group's Shipbroking revenue in the year ended 31 December 2013, over the previous year. However, freight rates, ship values, commodity prices and stock prices all experienced a decline during the summer and autumn of 2014 due to renewed concerns about the growth prospects of the global economy, particularly in China, and increased uncertainty over the strength of the recovery of the shipping cycle. However, the management of the Platou Group believe that the prospects in this segment remain positive, given the anticipation of relatively low fleet growth in several vessel segments through into 2016.

(iii) Investment Banking

The results of the Investment Banking division are driven largely by conditions in the global financial markets, in particular with respect to the shipping and the oil and gas sectors. Global financial markets have experienced significant volatility following 2008, however improving global economic stability and rising commodity prices have resulted in strong demand among the Platou Group's primary sectors over the past two years. For the year ended 31 December 2013, the Investment Banking division participated in 33 equity and debt capital market transactions and six M&A transactions with a combined value of US$7.4 billion. Strong Investment Banking activity, due in large part to the grant of regulatory licences to perform underwriting activities and related advisory services in the United States in 2013, contributed to a significant increase in revenue generated by the Investment Banking division, which for the year ended 31 December 2013 accounted for approximately 46 per cent. of the Platou Group's total revenue. For the year ended 31 December 2013, Investment Banking revenue increased by £42.5 million, or 226.1 per cent. compared to the year ended 31 December 2012.

(b) Product and service offerings

The Platou Group's product and service offerings span the maritime and financial markets, enabling the Platou Group to support its clients in every area of need and build strong customer relationships. It also helps the Platou Group achieve successful results in the different industries and geographic markets in which it operates. Additionally, the Platou Group's products and services are supported by research and analysis.

The Platou Group's global presence enables it to offer its products and services and meet client needs worldwide, which in turn, assists the Platou Group with managing volatility in macroeconomic conditions and the international maritime industry. Investment in international offices over recent years has also ensured that the Platou Group can advise clients on both a global and local level. As at 30 September 2014, the Platou Group had offices across 11 countries, corresponding to the primary centres of activity of the Platou Group's key industries and clients. The Investment Banking division has offices in Oslo and New York, providing it with advantageous access to the key global capital markets for shipping and offshore transactions.

The Platou Group has continued to make further organic investment to extend its business services, particularly in the increasingly important Investment Banking division. In 2013, the Investment Banking division was granted certain regulatory licences in the United States to perform underwriting activities and related advisory services. These licences allow the Platou Group to assist clients in US-based debt and equity capital markets transactions and have contributed to a significant increase in transaction volume and value since the start of 2013. The Platou Group expects the expanded Investment Banking division to continue to drive revenue growth through the expansion of existing client relationships and the establishment of new client relationships with maritime companies seeking to access the global capital markets.

The majority of the Platou Group's earnings are denominated in US Dollars and other non-Sterling currencies while the majority of the Platou Group's costs are denominated in NOK, with significant costs also denominated in Pounds Sterling, Singapore Dollars and US Dollars. Additionally, the carrying values of the underlying assets of the Platou Group's respective overseas subsidiaries are denominated in foreign currencies. Fluctuations in foreign currency exchange rates (and, in particular, movements in the US Dollar relative to NOK) affect the business, financial condition and results of operations of the Platou Group. Specifically, to the extent the Platou Group's revenues and costs are denominated in different currencies, fluctuations in exchange rates between them have historically resulted, and could in the future result, in positive or negative impacts on the Platou Group's operating results. The Platou Group assesses the rate of exchange and non-NOK balances held continually, and sells in the spot market. See section 8(b)of this Appendix 3 (Operating and Financial Review for the Platou Group).

(d) Acquisitions

The Platou Group has increased its global presence and product breadth through acquisitions as well as organic growth. By way of example, in November 2013 the Platou Group acquired 50.02 per cent. of the shares outstanding in Christiania Shipbrokers AS (renamed RS Platou Tankers AS), located in Oslo, from certain employees in Christiania Shipbrokers AS. The primary purpose of the acquisition was to expand the capabilities and strengthen the activities of the Platou Group's Shipbroking division into clean product chartering. This acquisition and others have helped to enhance the Platou Group's global presence and have significantly expanded the Platou Group's product offering to existing and prospective clients. Acquisitions have the potential to impact the Platou Group's results of operations by increasing its revenues, but also generally result in integration costs and increased operating costs.

4. Description of key line items

(a) Revenue

Revenue represents the proceeds from the provision of services by the Offshore, Shipbroking, Investment Banking and Finance divisions, and is comprised principally of broking and services revenue, corporate finance revenue and management fee revenue.

(b) Administrative expenses

Administrative expenses represent all expenses associated with employee compensation and benefits; depreciation, amortisation and write downs of tangible fixed assets; amortisation and impairment of intangible fixed assets; and other operating costs.

Finance revenue represents income received from bank interest, gain on the sale of shares, income from investments and other finance revenue.

(d) Finance costs

Finance costs represent expenses associated with servicing bank debt, losses from investments, losses from acquired receivables and other finance costs.

(e) Other finance costs - pensions

Other finance costs - pensions represent net interest costs associated with servicing pension schemes.

(f) Taxation

Taxation represents expenses associated with current tax payable and the origination and reversal of temporary differences in deferred tax for the applicable period.

(g) Exceptional items

Exceptional items, namely items that are material because of either their size or their nature, and which are non-recurring, are presented within their relevant income statement category, but highlighted through separate disclosure. The management of the Platou Group believe that the separate reporting of exceptional items helps provide a full understanding of underlying operating performance.

5. Results of operations of the Former Platou Group

(a) The Former Platou Group's results of operations for the six months ended 30 June 2013 against the six months ended 30 June 2014

The following table sets out the Former Platou Group's summary consolidated income statement data for the six months ended 30 June 2013 and 2014:

	Six months ended 30 June
(£ millions)	2013	2014
	(unaudited)
Revenue	63.3	60.9
Administrative expenses	(49.7)	(48.4)
Operating profit	13.6	12.5
Finance revenue	0.3	0.5
Finance costs	(0.9)	(1.4)
Profit before taxation	13.0	11.6
Taxation	(3.6)	(2.9)
Profit for the period	9.4	8.7

(i) Revenue

Revenue decreased by £2.4 million, or 3.8 per cent., from £63.3 million for the six months ended 30 June 2013 to £60.9 million for the six months ended 30 June 2014. This decrease was due primarily to slightly weakened demand for services in the Investment Banking, Offshore and Project Finance divisions and adverse foreign exchange movements, offset partially by strong demand for Shipbroking services.

(ii) Administrative expenses

Administrative expenses decreased by £1.3 million, or 2.6 per cent., from £49.7 million for the six months ended 30 June 2013 to £48.4 million for the six months ended 30 June 2014. The decrease was due primarily to adverse foreign exchange movements and decreases in employee compensation and benefits expenses for the six months ended 30 June 2014, in particular with respect to bonus expense.

(iii) Operating profit

Operating profit decreased by £1.1 million, or 8.1 per cent., from £13.6 million for the six months ended 30 June 2013 to £12.5 million for the six months ended 30 June 2014, as a result of the factors discussed above.

(iv) Finance revenue

Finance revenue increased by £0.2 million, or 66.7 per cent., from £0.3 million for the six months ended 30 June 2013 to £0.5 million for the six months ended 30 June 2014. The increase was primarily attributable to an increase in bank interest income in the six months ended 30 June 2014.

(v) Finance costs

Finance costs increased by £0.5 million, or 55.6 per cent., from £0.9 million for the six months ended 30 June 2013 to £1.4 million for the six months ended 30 June 2014. The increase was primarily attributable to loss from investments and losses on acquired receivables.

(vi) Profit before taxation

As a result of the foregoing, profit before taxation decreased by £1.4 million, or 10.8 per cent., to £11.6 million for the six months ended 30 June 2014 from £13.0 million for the six months ended 30 June 2013.

(vii) Taxation

Taxation expense decreased by £0.7 million, or 19.4 per cent., from £3.6 million for the six months ended 30 June 2013 to £2.9 million for the six months ended 30 June 2014. The decrease was primarily attributable to the overall decline in profit before tax for the six months ended 30 June 2014.

(viii) Profit for the period

Overall profit for the period decreased by £0.7 million, or 7.4 per cent., from £9.4 million for the six months ended 30 June 2013 to £8.7 million for the six months ended 30 June 2014, as a result of the factors discussed above.

(b) The Former Platou Group's results of operations for the year ended 31 December 2012 against the year ended 31 December 2013

The following table sets out the Former Platou Group's summary consolidated income statement data for the years ended 31 December 2012 and 31 December 2013:

	Year ended 31 December
(£ millions)	2012	2013
Revenue	89.6	140.2
Administrative expenses	(84.9)	(105.1)
Operating profit	4.7	35.1
Finance revenue	0.9	1.2
Finance costs	(2.9)	(2.1)
Other finance costs - pensions	(0.1)	-
Profit before taxation	2.6	34.2
Taxation	(1.6)	(10.4)
Profit for the year	1.0	23.8

(i) Revenue

Revenue increased by £50.6 million, or 56.5 per cent., from £89.6 million for the year ended 31 December 2012 to £140.2 million for the year ended 31 December 2013. This increase was due primarily to the improved performance in the Investment Banking division, for which a newly obtained regulatory licence to perform corporate finance services in the US significantly improved revenue performance.

(ii) Administrative expenses

Administrative expenses increased by £20.2 million, or 23.8 per cent., from £84.9 million for the year ended 31 December 2012 to £105.1 million for the year ended 31 December 2013. The increase was due primarily to an increase in employee compensation and benefits expenses driven by the improved performance of the Investment Banking division and greater overall profitability for the year ended 31 December 2013.

(iii) Operating profit

Operating profit increased by £30.4 million from £4.7 million for the year ended 31 December 2012 to £35.1 million for the year ended 31 December 2013, as a result of the factors discussed above.

(iv) Finance revenue

Finance revenue increased by £0.3 million, or 33.3 per cent., from £0.9 million for the year ended 31 December 2012 to £1.2 million for the year ended 31 December 2013. The increase was primarily attributable to an increase in bank interest income and other financial income, offset partially by a decrease in income from investments.

(v) Finance costs

Finance costs decreased by £0.8 million, or 27.6 per cent., from £2.9 million for the year ended 31 December 2012 to £2.1 million for the year ended 31 December 2013. The decrease was primarily attributable to a decrease in bank interest paid and other finance costs, as well as a loss from investments incurred in the year ended 31 December 2012.

(vi) Profit before taxation

As a result of the foregoing, profit before taxation increased by £31.6 million to £34.2 million for the year ended 31 December 2013 from £2.6 million for the year ended 31 December 2012.

(vii) Taxation

Taxation expense increased by £8.8 million from £1.6 million for the year ended 31 December 2012 to £10.4 million for the year ended 31 December 2013. The increase was primarily attributable to the aforementioned increases in overall revenue and profitability.

(viii) Profit for the year

Overall profit for the year increased by £22.8 million, from £1.0 million for the year ended 31 December 2012 to £23.8 million for the year ended 31 December 2013, as a result of the factors discussed above.

(c) The Former Platou Group's results of operations for the year ended 31 December 2011 against the year ended 31 December 2012

The following table sets out the Former Platou Group's summary consolidated income statement data for the years ended 31 December 2011 and 31 December 2012:

	Year ended 31 December
	2011			2012
(£ millions)	Before Exceptional item	Exceptional item	After Exceptional item
Revenue	102.2	-	102.2	89.6
Administrative expenses	(95.1)	10.0	(85.1)	(84.9)
Operating profit	7.1	10.0	17.1	4.7
Finance revenue.	1.2	-	1.2	0.9
Finance costs	(6.3)	-	(6.3)	(2.9)
Other finance revenue - pensions	(0.1)	-	(0.1)	(0.1)
Profit before taxation	1.9	10.0	11.9	2.6
Taxation	(3.4)	(2.8)	(6.2)	(1.6)
Profit for the year	(1.5)	7.2	5.7	1.0

(i) Revenue

Revenue decreased by £12.6 million, or 12.3 per cent., from £102.2 million for the year ended 31 December 2011 to £89.6 million for the year ended 31 December 2012. This decrease was due primarily to lower transaction volumes in the Investment Banking division.

(ii) Administrative expenses

Administrative expenses decreased by £0.2 million, or 0.2 per cent., from £85.1 million for the year ended 31 December 2011 to £84.9 million for the year ended 31 December 2012. Employee compensation and benefits expenses were higher due to redundancy expenses associated with employee departures, which were partially offset by the curtailment gain in relation to the termination of the defined benefit pension plan in Norway. Additionally, other administrative expenses were lower for the year ended 31 December 2012 as compared to the previous year.

(iii) Operating profit

Operating profit decreased by £12.4 million, or 72.5 per cent., from £17.1 million for the year ended 31 December 2011 to £4.7 million for the year ended 31 December 2012. The decrease was primarily attributable to the factors as discussed above.

(iv) Finance revenue

Finance revenue decreased by £0.3 million, or 25.0 per cent., from £1.2 million for the year ended 31 December 2011 to £0.9 million for the year ended 31 December 2012. The decrease was primarily attributable to a decrease in bank interest income and other financial revenue, offset partially by investment income and a gain on sale of shares in the year ended 31 December 2012.

(v) Finance costs

Finance costs decreased by £3.4 million, or 54.0 per cent., from £6.3 million for the year ended 31 December 2011 to £2.9 million for the year ended 31 December 2012. The decrease was primarily attributable to losses on acquired receivables and other financial expense.

(vi) Profit before taxation

As a result of the foregoing, profit before taxation decreased by £9.3 million, or 78.2 per cent., to £2.6 million for the year ended 31 December 2012 from £11.9 million for the year ended 31 December 2011.

(vii) Exceptional item

An exceptional item in the amount of £10.0 million was recognised in the year ended 31 December 2011, representing a curtailment gain in relation to the termination of the defined benefit pension plan in Norway.

(viii) Taxation

Taxation expense decreased by £4.6 million, or 74.2 per cent., from £6.2 million for the year ended 31 December 2011 to £1.6 million for the year ended 31 December 2012. The decrease was primarily attributable to the aforementioned decline in revenues for the year ended 31 December 2012 offset by taxation on the pension curtailment gain discussed above.

(ix) Profit for the year

Overall profit for the year decreased by £4.7 million, or 82.5 per cent., from £5.7 million for the year ended 31 December 2011 to £1.0 million for the year ended 31 December 2012, as a result of the factors discussed above.

6. Results of operations of the Platou Group

On 5 November 2014 and 21 November 2014, Platou entered into the RS Platou LLP Transaction. A description of the Platou Group's results of operations for the six months ended 30 June 2014 and the years ended 31 December 2011, 2012 and 2013 is set out below to provide additional information on the Platou Group's results for those periods, excluding the results of operations attributable to RS Platou LLP. Further information regarding the Platou Group's financials is set out in Note 27 of Appendix 4 (Historical Financial Information relating to the Platou Group).

(a) The Platou Group's results of operations for the six months ended 30 June 2014

(£ millions)	Six months ended 30 June 2014
Revenue	52.0
Operating profit	9.9
Profit before taxation	9.1

(i) Revenue

The Platou Group's revenue was £52.0 million for the six months ended 30 June 2014.

(ii) Operating profit

The Platou Group's operating profit was £9.9 million for the six months ended 30 June 2014.

(iii) Profit before taxation

The Platou Group's profit before taxation was £9.1 million for the six months ended 30 June 2014.

(b) The Platou Group's results of operations for the year ended 31 December 2012 against the year ended 31 December 2013

	Year ended 31 December
(£ millions)	2012	2013
Revenue	84.5	132.7
Operating profit	3.7	33.6
Profit before taxation	1.6	32.8

(i) Revenue

Revenue for the Platou Group increased by £48.2 million, or 57.0 per cent., from £84.5 million for the year ended 31 December 2012 to £132.7 million for the year ended 31 December 2013. This increase was due primarily to the improved performance in the Investment Banking division, for which a newly obtained regulatory licence to perform corporate finance services in the US significantly improved revenue performance.

(ii) Operating profit

Operating profit for the Platou Group increased by £29.9 million from £3.7 million for the year ended 31 December 2012 to £33.6 million for the year ended 31 December 2013, principally as a result of increased revenue as discussed above.

(iii) Profit before taxation

Profit before taxation for the Platou Group increased by £31.2 million from £1.6 million for the year ended 31 December 2012 to £32.8 million for the year ended 31 December 2013. This increase was primarily due to increased revenue as discussed above.

	Year ended 31 December
(£ millions)	2011	2012
Revenue	98.5	84.5
Operating profit	16.8	3.7
Profit before taxation	11.6	1.6

(i) Revenue

Revenue for the Platou Group decreased by £14.0 million, or 14.2 per cent., from £98.5 million for the year ended 31 December 2011 to £84.5 million for the year ended 31 December 2012. This decrease was due primarily to lower transaction volumes in the Investment Banking division.

(ii) Operating profit

Operating profit for the Platou Group decreased by £13.1 million, or 78.0 per cent., from £16.8 million for the year ended 31 December 2011 to £3.7 million for the year ended 31 December 2012, principally as a result of lower revenue as discussed above, as well as, increased employee compensation and benefits expenses due to redundancy expenses associated with employee departures, which were partially offset by the pension curtailment gain.

(iii) Profit before taxation

Profit before taxation for the Platou Group decreased by £10.0 million, or 86.2 per cent., from £11.6 million for the year ended 31 December 2011 to £1.6 million for the year ended 31 December 2012. This decrease was primarily attributable to lower revenue as discussed above, as well as, increased employee compensation and benefits expenses due to redundancy expenses associated with employee departures, which were partially offset by the pension curtailment gain.

7. Liquidity and capital resources

(a) Cash Flows

The following table presents cash flow statement data for the Former Platou Group for the years ended 31 December 2011, 2012 and 2013 and for the six months ended 30 June 2013 and 2014:

	Year ended 31 December			Six months ended 30 June
(£ millions)	2011	2012	2013	2013	2014
Net cash flow from operating activities	11.2	4.1	49.7	8.6	(5.8)
Net cash flow from/(used in) investing activities	(2.9)	(0.2)	(9.4)	0.0	1.7
Net cash flow from financing activities	(13.9)	(21.0)	(17.7)	(13.3)	(14.6)
Net increase/(decrease) in cash and cash equivalents	(5.6)	(17.1)	22.6	(4.7)	(18.7)
Cash and cash equivalents at 1 January	31.0	25.5	8.6	8.6	29.0
Net Foreign exchange differences	0.1	0.2	(2.2)	0.5	(0.1)
Cash and cash equivalents at end of period	25.5	8.6	29.0	4.4	10.2

(i) Net cash flow from operating activities

Net cash flow from operating activities for the six months ended 30 June 2014 was an outflow of £5.8 million, as compared to net cash flow from operating activities of £8.6 million for the six months ended 30 June 2013. This difference was principally due to the payment of higher bonuses in relation to the year ended 31 December 2013.

Net cash flow from operating activities for the year ended 31 December 2013 was £49.7 million, as compared to net cash flow from operating activities of £4.1 million for the year ended 31 December 2012. This increase was principally due to increased operating profit and lower bonus payments in relation to the year ended 31 December 2012 when compared with those accrued in the year ended 31 December 2013.

Net cash flow from operating activities for the year ended 31 December 2012 was £4.1 million, as compared to net cash flow from operating activities of £11.2 million for the year ended 31 December 2011. This difference was principally due to lower operating profit for the year ended 31 December 2012.

(ii) Net cash flow from/used in investing activities

Net cash flow from investing activities for the six months ended 30 June 2014 was £1.7 million, as compared to net cash flow used in investing activities of £0.0 million for the six months ended 30 June 2013. This difference was principally due to the sale and purchase of investments in the six months ended 30 June 2014.

Net cash flow used in investing activities for the year ended 31 December 2013 was £9.4 million, as compared to net cash flow used in investing activities of £0.2 million for the year ended 31 December 2012. This increase was principally due to purchase of investments in the year ended 31 December 2013.

Net cash flow used in investing activities for the year ended 31 December 2012 was £0.2 million, as compared to net cash flow used in investing activities of £2.9 million for the year ended 31 December 2011. This decrease was principally due to sale of investments in the year ended 31 December 2012.

(iii) Net cash flow from financing activities

Net cash flow from financing activities for the six months ended 30 June 2014 was an outflow of £14.6 million, as compared to an outflow of £13.3 million for the six months ended 30 June 2013. This difference was principally due to higher dividend payments in the six months ended 30 June 2014.

Net cash flow from financing activities for the year ended 31 December 2013 was an outflow of £17.7 million, as compared to an outflow of £21.0 million for the year ended 31 December 2012. This difference was principally due to lower repayment of borrowings and lower dividend payment for the year ended 31 December 2013, which were partially offset by a repayment of share premium to shareholders

Net cash flow from financing activities for the year ended 31 December 2012 was an outflow of £21.0 million, as compared to an outflow of £13.9 million for the year ended 31 December 2011. This difference was principally due to a return of share premium during the year ended 31 December 2012.

(b) Capital expenditure

The Former Platou Group's capital expenditure for tangible fixed assets for the years ended 31 December 2011, 2012 and 2013 was £3.1 million, £2.2 million and £1.2 million, respectively, which consisted of acquisitions of plant, property and equipment.

The following table summarises the Former Platou Group's capital expenditure for tangible fixed assets for the periods indicated:

(£ millions)	Year ended 31 December
	2011	2012	2013
Purchases of plant, property and equipment	3.1	2.2	1.2

Capital expenditure for the year ended 31 December 2013 included £1.1 million of additions relating to office furniture and equipment.

Capital expenditure for the year ended 31 December 2012 included £1.5 million of additions relating to office furniture and equipment and £0.7 million of leasehold improvements.

Capital expenditure for the year ended 31 December 2011 included £1.8 million of additions relating to office furniture and equipment and £1.2 million of leasehold improvements.

The Former Platou Group's borrowings as at 31 December 2011, 2012 and 2013 and 30 June 2014 were £14.3 million, £24.5 million, £26.4 million and £32.7 million, respectively.

The following table summarises the Former Platou Group's loans and borrowings as at the dates indicated:

(£ millions)	As at 31 December			As at 30 June
	2011	2012	2013	2014

Bank overdraft	-	12.3	17.7	18.4
Bank loans	14.3	12.2	8.7	14.3
Total loans and borrowings	14.3	24.5	26.4	32.7

(d) Contractual obligations

Future minimum rentals payable under non-cancellable operating leases at the end of the year/period of the Former Platou Group were as follows:

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m
Within one year	3.6	4.5	3.7	3.5
After one year but not more than five years	1.9	4.1	11.1	10.6
After five years	0.2	0.6	19.4	20.5
	5.7	9.2	34.2	34.6

(i) Operating lease commitments

Platou has entered into several leasing agreements for offices on market terms. All Former Platou Group companies in Oslo will move to a new office location in March or April 2015. The rent agreement is for 12 years.

(e) Contingencies

The Former Platou Group has given no financial commitments to suppliers (2013: none, 2012: none, 2011: none).

The Former Platou Group has guaranteed an overdraft facility limited to £0.25 million (NOK 2.5 million) held by a third party (2013: £0.25 million, 2012: £0.25 million, 2011: £0.25 million).

From time to time the Former Platou Group may be engaged in litigation in the ordinary course of business. The Former Platou Group carries professional indemnity insurance. There are currently no liabilities expected to have a material adverse financial impact on the Former Platou Group's consolidated results or net assets.

Platou has been put on notice of a potential claim against it by Spar Shipping AS ("Spar"), a Norwegian entity, in relation to broking services that Platou provided to Spar in 2010. These broking services related to three charterparty agreements that Spar entered into with Grand China Shipping (Hong Kong) Co. Ltd ("GCS"), a Chinese company, in March 2010 supported by three letters of guarantee provided to Spar by GCS's parent company, Grand China Logistics Holding (Group) Co. Ltd ("GCL"). Spar claims that GCS breached the charterparty agreements and, following the winding-up of GCS, commenced proceedings in the High Court of England and Wales against GCL for enforcement of the letters of guarantee. Spar has claimed a sum of approximately USD 30 million in those proceedings. GCL contends by way of defence in those proceedings that the letters of guarantee are not valid and enforceable. The Company understands that the trial is currently scheduled to begin in January 2015. Spar has notified Platou that, if GCL is successful in its defence and as a result of those proceedings the letters of guarantee are found not to be valid and enforceable, Spar intends to pursue an alternate claim against Platou, claiming negligent provision of broking services in relation to the guarantees. The directors of Platou understand that the value of the potential claim could be up to the amount claimed by Spar against GCL. Platou has denied any liability in respect of this potential claim by Spar. The directors of Platou believe that the potential claim is unfounded and will vigorously contest any claim made. Platou has professional indemnity insurance cover of USD 5 million for claims such as these, and the Platou Shareholders are to provide certain indemnity and other contractual protection in relation to the potential claim by Spar. However, should any claim by Spar against Platou be successful and recovery under the insurance and/or indemnity not be available in full or in part for any reason, the Platou Group's financial position and profitability would be adversely affected.

The Former Platou Group's ability to make scheduled payments of principal of, or to pay interest on, or to refinance, its indebtedness, or to fund planned capital expenditure and working capital, will depend on the Enlarged Group's future performance and its ability to generate cash in the future which, to a certain extent, is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors beyond the Former Platou Group's control. Further information on some of the risks that may affect results of operations and financial condition is set out in Appendix 6 of the announcement made by the Company on 25 November 2014.

8. Quantitative and qualitative disclosure about market risks

The Former Platou Group views its most significant financial risks as liquidity risk and currency risk. However, the Former Platou Group also faces credit risk and interest rate risk. Further information on some of the risks that may affect results of operations and financial condition is set out in Appendix 6 of the announcement made by the Company on 25 November 2014.

(a) Liquidity risk

Liquidity risk is the risk that the Former Platou Group will not be able to service its financial liabilities as they fall due. The Former Platou Group's strategy for handling liquidity risk is to have sufficient funds available at all times to meet the Former Platou Group's financial obligations as they fall due, under both normal and extraordinary circumstances, without risking unacceptable losses or at the expense of the Former Platou Group's reputation.

The following tables summarise the maturity profile of the Former Platou Group's financial liabilities at 31 December 2013, 31 December 2012 and 31 December 2011 based on contractual undiscounted payments.

	On demand	Less than three months	Three to 12 months	One to five years	Total
	£m	£m	£m	£m	£m
As at 31 December 2011
Loans	-	0.6	1.8	12.4	14.8
Bank overdraft	-	-	-	-	-
Trade and other payables	8.0	-	1.5	-	9.5
Total	8.0	0.6	3.3	12.4	24.3

As at 31 December 2012
Loans	-	0.6	1.9	10.4	12.9
Bank overdraft	-	-	12.3	-	12.3
Trade and other payables	15.0	-	-	0.2	15.2
Total	15.0	0.6	14.2	10.6	40.4

As at 31 December 2013
Loans	-	0.6	1.7	6.9	9.2
Bank overdraft	-	-	17.7	-	17.7
Trade and other payables	8.4	-	-	-	8.4
Total	8.4	0.6	19.4	6.9	35.3

(b) Currency risk

The Former Platou Group is exposed to currency exchange rate fluctuations in relation to its foreign currency-denominated financial assets, as well as financial liabilities denominated in the various functional currencies of the companies in the Former Platou Group. Monetary items denominated in foreign currencies are converted to the relevant functional currency using the exchange rate prevailing on the balance sheet date, thereby exposing the Former Platou Group to movements in exchange rates related to these items.

With respect to revenue, the Former Platou Group's primary currency exposure is to the US Dollar. However, the Former Platou Group also generates revenues denominated in NOK, euros and Pounds Sterling. The Former Platou Group's primary expenses are denominated in NOK, however the Former Platou Group also has significant expenses denominated in Pounds Sterling, US Dollars, Singapore Dollars, Brazilian Reals and Australian Dollars. Currency risk is calculated for each foreign currency, taking into account assets and liabilities, non-capitalised obligations and highly likely purchases and sales in the applicable currency. The Former Platou Group may attempt to hedge these currency exposures through the use of foreign currency swaps or forward exchange contracts. As at 30 June 2014, the Former Platou Group had not entered into any material currency contracts linked to future sales.

As at 30 June 2014, a strengthening or weakening of 5.0 per cent. in the US Dollar would result in a corresponding increase or decrease, respectively, of £0.9 million in the Former Platou Group's profit before tax and a strengthening or weakening of 5.0 per cent. in NOK would result in a corresponding increase or decrease, respectively, of £0.4 million in the Former Platou Group's profit before tax.

The following table demonstrates the sensitivity to a reasonably possible movement in the US Dollar exchange rate, with all other variables held constant, of the Former Platou Group's profit before taxation and equity (due to changes in the fair value of monetary assets and liabilities) for the years indicated.

(£ millions)	Strengthening /(weakening) in currency rate	Effect on profit before tax	Effect on equity
Year ended 31 December 2013
NOK	5%	0.4	0.3
NOK	(5%)	(0.4)	(0.3)
USD	5%	1.0	0.8
USD	(5%)	(1.0)	(0.8)
Year ended 31 December 2012
NOK	5%	0.6	0.5
NOK	(5%)	(0.6)	(0.5)
USD	5%	0.9	0.7
USD	(5%)	(0.9)	(0.7)
Year ended 31 December 2011
NOK	5%	0.5	0.4
NOK	(5%)	(0.5)	(0.4)
USD	5%	0.8	0.6
USD	(5%)	(0.8)	(0.6)

The Former Platou Group is exposed to credit risk primarily from accounts receivable and other short-term receivables. The Former Platou Group has no significant credit risk exposure linked to an individual counterparty or group of counterparties. The Former Platou Group actively attempts to reduce its exposure to credit risk by requiring pre-approval and credit checks of all counterparties (such as clients) requiring credit from the Former Platou Group. Additionally, the Former Platou Group maintains guidelines to ensure that sales are made only to counterparties with no previous material payment problems, and that the amounts outstanding with such counterparties do not exceed pre-established credit limits. Maximum credit risk exposure is reflected in the financial statements of the Former Platou Group as the carrying amount of financial assets. The Former Platou Group considers its maximum credit risk exposure to be the carrying amount of trade receivables and other current assets.

Bank deposits are subject to government funded insurance schemes for part of the amounts. Long-term loans to employees for purchases of shares in Platou are secured by the shares.

(d) Interest rate risk

The Former Platou Group has no significant interest-bearing assets, and its revenue and operating cash flows are therefore substantially independent of movements in market interest rates. The Former Platou Group is subject to interest rate risk due to fluctuations in interest rates primarily in relation to its debt obligations with floating interest rates. Based upon the outstanding balances of the Former Platou Group's variable-interest rate debt as at 30 June 2014, a hypothetical increase or decrease of 100 basis points would result in a corresponding increase or decrease to the Former Platou Group's annual interest expense (and thus its profit before tax) of approximately £0.1 million. The Former Platou Group does not actively hedge its interest rate risk.

(e) Capital management

The main objective of the Former Platou Group's management of its capital structure is to ensure that the Former Platou Group maintains a good credit rating and consequently receives reasonable financing terms from lenders and that the capital structure is adequate based on the Former Platou Group's operations.

The Former Platou Group manages its capital structure by making necessary amendments based on a continuous assessment of the economic conditions under which its activities are conducted, and the prospects seen in the short and medium term. The capital structure is managed by adjusting dividend payments, repurchase of own shares, reducing the share capital or making new share offerings. No changes were made in the Former Platou Group's guidelines concerning this area in 2014, 2013, 2012 or 2011.

The Former Platou Group monitors its capital structure by reviewing its equity ratio and profit before tax to debt ratio. The equity ratio monitored includes equity attributable to the owners of the parent company both in terms of paid in capital and retained earnings.

The Former Platou Group's subsidiary RS Platou Markets AS in Norway has a minimum capital requirement of 8 per cent. as defined in the regulations issued by the Financial Supervisory Authority of Norway. The Former Platou Group's subsidiary RS Platou Markets, Inc. in the United States has a minimum net capital requirement of $250,000.

9. Critical accounting policies and estimates

The information included in this Appendix 3 (Operating and Financial Review for the Platou Group) was prepared in accordance with the Clarksons Group's accounting policies, which are set out in Appendix 4 (Historical Financial Information Relating to the Platou Group).

The preparation of the Clarksons Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

(a) Trade receivables

The provision for impairment of receivables represents management's best estimate at the balance sheet date. A number of judgements are made in the calculation of the impairment, primarily the age of the invoice, the underlying transaction and the debtor's financial position.

(b) Impairment of non-financial assets

The Clarksons Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill is tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When value-in-use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.

The Clarksons Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. This also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility and dividend yield and making assumptions about them.

(d) Pensions

The cost of defined benefit pension plans is determined using actuarial valuations. Actuarial valuations involve making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty.

Notes

1. In the Notes to the consolidated financial information in Appendix 4 (Historical Financial Information Relating to the Platou Group) the Investment Banking segment is referred to as Markets and Project Finance is referred to as Finance.

Appendix 4
Historical Financial Information Relating to the Platou Group

This Appendix 4 contains consolidated historical financial information relating to the Former Platou Group (i.e. prior to the RS Platou LLP Transaction) for the three years ended 31 December 2013, 2012 and 2011 and the six months ended 30 June 2014 and 2013 and, at Note 27, certain financial information relating to the Platou Group (i.e., following the completion of the RS Platou LLP Transaction), for the three years ended 31 December 2013, 2012 and 2011 and the six months ended 30 June 2014 necessary to disclose the potential impact of the RS Platou LLP Transaction.

Historical Financial Information relating to the Former Platou Group

Consolidated income statement
for the

				Year ended 31 December			Six months ended 30 June
				2011	2012	2013	2013	2014
							(unaudited)
	Notes	Before exceptional items and acquisition costs	Exceptional items (note 5)	After exceptional items and acquisition costs
		£m	£m	£m	£m	£m	£m	£m
Revenue	3,4	102.2	-	102.2	89.6	140.2	63.3	60.9
Administrative expenses		(95.1)	10.0	(85.1)	(84.9)	(105.1)	(49.7)	(48.4)
Operating Profit	3,4	7.1	10.0	17.1	4.7	35.1	13.6	12.5
Finance revenue	3	1.2	-	1.2	0.9	1.2	0.3	0.5
Finance costs	3	(6.3)	-	(6.3)	(2.9)	(2.1)	(0.9)	(1.4)
Other finance costs - pensions	3	(0.1)	-	(0.1)	(0.1)	-	-	-
Profit before taxation		1.9	10.0	11.9	2.6	34.2	13.0	11.6
Taxation	7	(3.4)	(2.8)	(6.2)	(1.6)	(10.4)	(3.6)	(2.9)
Profit/(loss) for the period		(1.5)	7.2	5.7	1.0	23.8	9.4	8.7
Attributable to:
Equity holders of the parent		(3.5)	5.7	2.2	0.4	19.2	7.6	6.5
Minority interests		2.0	1.5	3.5	0.6	4.6	1.8	2.2
		(1.5)	7.2	5.7	1.0	23.8	9.4	8.7
Earnings/(loss) per share
Basic	8	(0.09)p		0.05p	0.01p	0.41p	0.16p	0.14p
Diluted	8	(0.09)p		0.05p	0.01p	0.41p	0.16p	0.14p

Consolidated statement of comprehensive income
for the

				Year ended 31 December			Six months ended 30 June
				2011	2012	2013	2013	2014
							(unaudited)
		Before exceptional items and acquisition costs	Exceptional items (note 5)	After exceptional items and acquisition costs
	Notes	£m	£m	£m	£m	£m	£m	£m
Profit for the period Other comprehensive income		(1.5)	7.2	5.7	1.0	23.8	9.4	8.7
Items that will not be reclassified to profit or loss:
Actuarial gain/(loss) on employee benefit schemes - net of tax	19	(0.8)	(2.8)	(3.6)	(0.1)	(0.4)	0.3	(0.2)
Items that may be reclassified subsequently to profit or loss:
Foreign exchange differences on retranslation of foreign operations	21	-	-	-	0.2	(0.3)	0.5	-
Total comprehensive income for the period		(2.3)	4.4	2.1	1.1	23.1	10.2	8.5

Attributable to:
Equity holders of the parent		(3.3)	2.9	(0.4)	0.4	18.9	8.3	6.3
Minority interests		1.0	1.5	2.5	0.7	4.2	1.9	2.2
		(2.3)	4.4	2.1	1.1	23.1	10.2	8.5

Consolidated balance sheet
as at

		31 December			30 June
		2011	2012	2013	2014
	Notes	£m	£m	£m	£m
Non-current assets
Property, plant and equipment	10	7.5	7.5	6.2	5.6
Intangible assets	11	15.4	16.3	16.2	16.1
Trade and other receivables	13	6.5	5.2	5.5	5.1
Investments	14	0.4	0.4	0.1	0.2
Deferred tax asset	7	2.2	2.8	0.5	0.6
		32.0	32.2	28.5	27.6

Current assets
Trade and other receivables	13	30.9	29.1	29.2	41.7
Investments	14	1.1	1.3	10.2	8.2
Cash and cash equivalents	15	25.5	20.9	46.7	28.6
		57.5	51.3	86.1	78.5

Current liabilities
Interest bearing loans and borrowings	16	(2.4)	(14.8)	(19.9)	(20.5)
Trade and other payables	17	(37.8)	(37.2)	(48.3)	(43.5)
Income tax payable		(1.8)	(1.4)	(6.7)	(7.0)
		(42.0)	(53.4)	(74.9)	(71.0)
Net current assets/(liabilities)		15.5	(2.1)	11.2	7.5

Non-current liabilities
Interest bearing loans and borrowings	16	(11.9)	(9.7)	(6.5)	(12.2)
Trade and other payables	17	(0.5)	(0.7)	(0.4)	(0.4)
Employee benefits	19	(1.7)	(1.4)	(1.3)	(1.3)
		(14.1)	(11.8)	(8.2)	(13.9)
Net assets		33.4	18.3	31.5	21.2

Capital and reserves
Share capital	20	1.0	1.1	1.2	1.2
Other reserves	21	21.5	11.3	19.1	20.8
Retained earnings		1.9	(0.3)	4.9	(4.3)
Former Platou Group shareholders' equity		24.4	12.1	25.2	17.7
Minority interests		9.0	6.2	6.3	3.5
Total equity		33.4	18.3	31.5	21.2

Consolidated statement of changes in equity
for the years ended 31 December 2011, 2012 and 2013

		Share capital	Other reserves	Retained earnings	Total	Minority interests	Total equity
	Notes	£m	£m	£m	£m	£m	£m
Balance at 1 January 2011		1.0	15.9	10.7	27.6	3.4	31.0
Profit for the year		-	-	2.2	2.2	3.5	5.7
Other comprehensive income:
Actuarial loss on employee benefit schemes - net of tax	19	-	-	(2.8)	(2.8)	(0.8)	(3.6)
Foreign exchange differences on retranslation of foreign operations	21	-	0.2	-	0.2	(0.2)	-
Total comprehensive income for the year		-	0.2	(0.6)	(0.4)	2.5	2.1
Transactions with owners:
Share issue	18,20, 21	-	0.9	-	0.9	-	0.9
Change in treasury shares		-	0.7	(0.5)	0.2	-	0.2
Share-based payments	18	-	0.9	-	0.9	-	0.9
Dividend paid	9	-	-	(7.0)	(7.0)	(4.3)	(11.3)
		-	2.5	(7.5)	(5.0)	(4.3)	(9.3)
Changes in ownership interests in subsidiaries without loss of control:
Non-cash proceeds	18	-	2.9	-	2.9	-	2.9
Additions of minority interests		-	-	(0.9)	(0.9)	7.7	6.8
Change in minority interests		-	-	0.2	0.2	(0.3)	(0.1)
		-	2.9	(0.7)	2.2	7.4	9.6
Balance at 31 December 2011		1.0	21.5	1.9	24.4	9.0	33.4

		Share capital	Other reserves	Retained earnings	Total	Minority interests	Total equity
	Notes	£m	£m	£m	£m	£m	£m
Balance at 1 January 2012		1.0	21.5	1.9	24.4	9.0	33.4
Profit for the year		-	-	0.4	0.4	0.6	1.0
Other comprehensive income:
Actuarial loss on employee benefit schemes - net of tax	19	-	-	(0.1)	(0.1)	-	(0.1)
Foreign exchange differences on retranslation of foreign operations	21	-	0.1	-	0.1	0.1	0.2
Total comprehensive income for the year		-	0.1	0.3	0.4	0.7	1.1
Transactions with owners:
Share issue	20, 21	0.1	1.5	-	1.6	-	1.6
Change in treasury shares		-	(0.7)	(2.6)	(3.3)	-	(3.3)
Share-based payments	18	-	1.5	-	1.5	-	1.5
Capital reduction		-	(12.6)	12.7	0.1	-	0.1
Repayment of share premium		-	-	(11.4)	(11.4)	-	(11.4)
Dividend paid	9	-	-	-	-	(3.3)	(3.3)
		0.1	(10.3)	(1.3)	(11.5)	(3.3)	(14.8)
Changes in ownership interests in subsidiaries without loss of control:
Change in minority interests		-	-	(1.2)	(1.2)	(0.2)	(1.4)
		-	-	(1.2)	(1.2)	(0.2)	(1.4)
Balance at 31 December 2012		1.1	11.3	(0.3)	12.1	6.2	18.3

		Share capital	Other reserves	Retained earnings	Total	Minority interests	Total equity
	Notes	£m	£m	£m	£m	£m	£m
Balance at 1 January 2013		1.1	11.3	(0.3)	12.1	6.2	18.3
Profit for the year		-	-	19.2	19.2	4.6	23.8
Other comprehensive income:
Actuarial loss on employee benefit schemes - net of tax..	19	-	-	(0.3)	(0.3)	(0.1)	(0.4)
Foreign exchange differences on retranslation of foreign operations	21	-	-	-	-	(0.3)	(0.3)
Total comprehensive income for the year		-	-	18.9	18.9	4.2	23.1
Transactions with owners:
Share issue	20, 21	0.1	7.4	-	7.5	-	7.5
Change in treasury shares		-	0.4	(1.8)	(1.4)	-	(1.4)
Share-based payments	18	-	-	2.2	2.2	-	2.2


Dividend paid	9	-	-	(10.1)	(10.1)	(2.0)	(12.1)
		0.1	7.8	(9.7)	(1.8)	(2.0)	(3.8)
Changes in ownership interests in subsidiaries without loss of control:
Additions of minority interests		-	-	(7.6)	(7.6)	-	(7.6)
Change in minority interests		-	-	3.6	3.6	(2.1)	1.5
		-	-	(4.0)	(4.0)	(2.1)	(6.1)
Balance at 31 December 2013		1.2	19.1	4.9	25.2	6.3	31.5

Consolidated statement of changes in equity
for the six months ended 30 June 2013 and 2014

		Share capital	Other reserves	Retained earnings	Total	Minority interests	Total equity
Unaudited	Notes	£m	£m	£m	£m	£m	£m
Balance at 1 January 2013		1.1	11.3	(0.3)	12.1	6.2	18.3
Profit for the period		-	-	7.6	7.6	1.8	9.4
Other comprehensive income:
Actuarial gain on employee benefit schemes - net of tax..		-	-	0.2	0.2	0.1	0.3
Foreign exchange differences on retranslation of foreign operations		-	0.5	-	0.5	-	0.5
Total comprehensive income for the period		-	0.5	7.8	8.3	1.9	10.2
Transactions with owners:
Share issue		0.1	7.4	-	7.5	-	7.5
Change in treasury shares		-	-	0.1	0.1	-	0.1
Share-based payments	18	-	-	2.2	2.2	-	2.2
Dividend paid	9	-	--	(10.1)	(10.1)	(1.4)	(11.5)
		0.1	7.4	(7.8)	(0.3)	(1.4)	(1.7)
Changes in ownership interests in subsidiaries without loss of control:
Non cash proceeds		-	-	-	-	-	-
Additions of minority interests		-	-	(7.6)	(7.6)	-	(7.6)
Change in minority interests		-	-	3.9	3.9	(2.1)	1.8
		-	-	(3.7)	(3.7)	(2.1)	(5.8)
Balance at 30 June 2013 (unaudited)		1.2	19.2	(4.0)	16.4	4.6	21.0

		Share capital	Other reserves	Retained earnings	Total	Minority interests	Total equity
	Notes	£m	£m	£m	£m	£m	£m
Balance at 1 January 2014		1.2	19.1	4.9	25.2	6.3	31.5
Profit for the period		-	-	6.5	6.5	2.2	8.7
Other comprehensive income:
Actuarial loss on employee benefit schemes - net of tax..	19	-	-	(0.2)	(0.2)	-	(0.2)
Total comprehensive income for the period		-	-	6.3	6.3	2.2	8.5
Transactions with owners:
Share issue	20, 21	-	1.7	-	1.7	-	1.7
Change in treasury shares		-	-	(1.8)	(1.8)	-	(1.8)
Share-based payments	18	-	-	0.9	0.9	-	0.9
Dividend paid	9	-	-	(14.4)	(14.4)	(4.1)	(18.5)
		-	1.7	(15.3)	(13.6)	(4.1)	(17.7)
Changes in ownership interests in subsidiaries without loss of control:
Change in minority interests		-	-	(0.2)	(0.2)	(0.9)	(1.1)
		-	-	(0.2)	(0.2)	(0.9)	(1.1)
Balance at 30 June 2014		1.2	20.8	(4.3)	17.7	3.5	21.2

Consolidated cash flow statement
for the

		Year ended 31 December			Six months ended 30 June
		2011	2012	2013	2013 (unaudited)	2014
	Notes	£m	£m	£m	£m	£m
Cash flows from operating activities
Profit before taxation		11.9	2.6	34.2	13.0	11.6
Adjustments for:
Foreign exchange differences	3	0.4	2.3	(0.5)	(0.8)	0.3
Depreciation of property, plant and equipment	10	1.9	2.0	2.1	1.0	1.0
Share-based payment expense	18	4.7	1.5	2.2	2.2	0.9


Amortisation of intangibles	11	0.1	0.2	0.1	0.1	0.3
Difference between pension contributions paid and amount recognised in the income statement		(9.9)	(0.3)	(0.4)	(0.2)	(0.2)
Finance revenue	3	(1.2)	(0.9)	(1.2)	(0.3)	(0.5)
Finance costs	3	6.3	2.9	2.1	0.9	1.4
Other finance costs - pensions	3	0.1	0.1	-	-	-
(Increase)/ Decrease in trade and other receivables	13	1.7	(1.2)	(2.5)	(291.6)	(14.8)
Increase/(Decrease) in bonus accrual		(4.5)	(3.5)	20.6	(0.3)	(19.2)
Increase/(Decrease) in trade and other payables	17	2.1	1.0	(4.5)	286.6	15.8
Cash generated/(utilised)from operations		13.6	6.7	52.2	10.6	(3.4)
Income tax paid		(2.4)	(2.6)	(2.5)	(2.0)	(2.4)
Net cash flow from operating activities		11.2	4.1	49.7	8.6	(5.8)

Cash flows from investing activities
Interest received		1.2	0.5	0.5	0.3	0.4
Purchase of property, plant and equipment	10	(3.1)	(2.2)	(1.2)	(0.6)	(0.5)
Purchase of intangible assets		-	(0.3)	-	-	-
Purchase of investments		(1.2)	(5.3)	(10.1)	(0.6)	(8.2)
Proceeds from repayment/sale of investments		0.2	6.6	1.1	0.9	10.0
Proceeds from sale of property, plant and equipment		-	0.1	-	-	-
Proceeds from sale of subsidiary		-	-	0.1	-	-
Acquisition of subsidiaries, including deferred consideration	11	-	(0.4)	(0.6)	-	-
Cash acquired on acquisitions		-	0.5	0.8	-	-
Dividends received from investments		-	0.3	-	-	-
Net cash flow from investing activities		(2.9)	(0.2)	(9.4)	0.0	1.7

Cash flows from financing activities
Issue of share capital	20	-	1.7	-	-	-
Repayment of share premium		-	(11.4)	-	-	-
Treasury shares		0.3	(3.3)	(1.5)	-	(1.8)
Repayment of borrowings		(9.0)	(2.4)	(2.4)	(1.2)	-
New long-term borrowings		6.7	-	-	-	6.2
Interest paid		(1.5)	(2.1)	(1.6)	(0.9)	(0.8)
(Acquisition)/disposal of minority interest		1.1	(0.4)	(0.4)	-	0.3
Proceeds from sale of minority interest		(0.2)	0.2	0.3	0.3	-
Dividend paid	9	(7.0)	-	(10.1)	(10.1)	(14.4)
Dividend paid to minority interests	9	(4.3)	(3.3)	(2.0)	(1.4)	(4.1)
Net cash flow from financing activities		(13.9)	(21.0)	(17.7)	(13.3)	(14.6)

Net increase/(decrease) in cash and cash equivalents		(5.6)	(17.1)	22.6	(4.7)	(18.7)
Cash and cash equivalents at 1 January		31.0	25.5	8.6	8.6	29.0
Net foreign exchange differences		0.1	0.2	(2.2)	0.5	(0.1)
Cash and cash equivalents at end of period	15	25.5	8.6	29.0	4.4	10.2

Notes to the consolidated historical financial information

1. Corporate information

Platou is a public limited company incorporated and domiciled in Norway. The Platou's head office is located at Haakon VII's gate 10, 0119 Oslo, Norway.

The principal activities of the Former Platou Group are brokering and other services for the shipping and offshore industries, investment banking, and other financial services.

The Former Platou Group is a leading international ship and offshore broking group established in 1936. The Former Platou Group serves the shipping and offshore industry worldwide by providing services within chartering, sale and purchase and contracting of ships and offshore units. Further, the Former Platou Group provides investment banking services and project financing with a core focus on the shipping and offshore industries.

The consolidated financial information of the Former Platou Group presented is as at and for the year ended 31 December 2011, 2012, 2013, and as at and for the six months period ended June 2014 ("Historical financial information"). The comparative 6 months period ended June 2013 is unaudited.

2. Statement of accounting policies

2.1 Basis of preparation

The consolidated historical financial information has been prepared in accordance with the requirements of the Listing Rules, on a basis consistent with the accounting policies adopted in Clarksons' latest annual financial statements, being for the year ended 31 December 2013.

The consolidated historical financial information is presented in Pounds Sterling and all values are rounded to the nearest one hundred thousand Pounds Sterling (£0.1m) except when otherwise indicated.

The consolidated income statement is shown in columnar format to assist with understanding the group's results by presenting profit for the period before exceptional items and acquisition costs. Items which are non-recurring in nature and considered to be material in size are shown as 'exceptional items'.

The column 'acquisition costs' includes the amortisation of intangible assets and the expensing of the cash and share-based elements of consideration linked to ongoing employment obligations on previous acquisitions.

The consolidated historical financial information have been prepared on the going concern basis, under the historical cost convention, except for financial assets and financial liabilities (including derivative instruments) than have been measured at fair value.

Statement of compliance

The consolidated historical financial information of the Former Platou Group has been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union.

The accounting principles adopted in the preparation of this consolidated historical financial information are those issued and effective at 31 December 2013. The Former Platou Group has adopted new accounting pronouncements which became effective during the period; the impact of those is described below.

The accounting policies set out below have been applied consistently to all periods presented in this consolidated historical financial information.

Basis of consolidation

The Former Platou Group's consolidated historical financial information incorporates the results and net assets of Platou and all its subsidiary undertakings made up to 31 December each year and to 30 June for the six months periods.

Subsidiaries are all entities over which the Former Platou Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Former Platou Group. They are deconsolidated from the date that control ceases. The change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Clarksons Group.

All inter-group transactions, balances, income and expenses are eliminated on consolidation.

2.2 Changes in accounting policy and disclosures

New and amended standards adopted by the Former Platou Group

IAS 1, "Financial statement presentation" (revised) (effective 1 January 2012). The main change resulting from these amendments is a requirement for entities to group items presented in 'other comprehensive income' on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The amendments have been applied retrospectively. The effect of these changes is shown on the statement of comprehensive income.

IAS 19, "Employee benefits" (revised) (effective 1 January 2013). The impact on the Former Platou Group was to replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability and removal of the "corridor approach" which is no longer permitted. Retrospective implementation has resulted in a net reduction of the profit after taxation for the year ended 31 December 2012 of £0.1m and net increase of the profit after taxation by £3.2m for the year ended 31 December 2011. There was a negative effect on the net assets of the Former Platou Group for the year ended 31 December 2011 and 31 December 2012 due to retrospective application of IAS 19 (revised). The net assets as of 31 December 2011 and as of 31 December 2012 decreased by £1m and £1m respectively.

IFRS 13, "Fair Value Measurement" (effective 1 January 2013). The standard required prospective application from the beginning of the annual period to which it is first applied. IFRS 13 impacts the measurement of fair value for certain assets and liabilities as well as introducing additional disclosures, as set out in Note 24.

There were no other new IFRSs or IFRIC interpretations that had to be implemented during the period of the consolidated historical financial information that significantly affect this consolidated historical financial information.

New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2013 and not early adopted

The Former Platou Group has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are only effective for the accounting periods beginning on or after 1 January 2014 or later periods. The new pronouncements are listed below:

IFRS 9 "Financial Instruments" − Classification and Measurement (effective 1 January 2014)

IFRS 10 "Consolidated Financial Statements" (effective 1 January 2014)

IFRS 11 "Joint Arrangements", amendments to IAS 28 'Investment in Associates and Joint Ventures' (effective 1 January 2014)

IFRS 12 "Disclosure of Interests in Other entities" (effective 1 January 2014)

IFRS 15 "Revenue from Contracts with Customers" (effective 1 January 2017)

Amendments to IAS 36 "Impairment of Assets" on Recoverable Amount Disclosures (effective 1 January 2014)

Amendments to IAS 32 "Financial Instruments: Presentation" (effective 1 January 2014)

Amendments to IAS 39 "Novation of Derivatives and Continuation of Hedge Accounting" (effective 1 January 2014)

Amendments to IFRS 10, 11 and 12 on transition guidance(effective 1 January 2014)

Amendments to IAS 16 and IAS 38 "Classification of Acceptable Methods of Depreciation and Amortisation" (effective 1 January 2014)

Annual improvements 2011-2013 cycle

The impact on the Former Platou Group's consolidated historical financial information of the future adoption of these and other new standards and interpretations is still under review, but the Former Platou Group does not expect any of these changes to have a material effect on the results or net assets of the Former Platou Group.

There were no other new IFRSs or IFRIC interpretations that are not yet effective that would be expected to have material impact on the Former Platou Group.

2.3 Accounting judgements and estimates

The preparation of the Former Platou Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

Trade receivables

The provision for impairment of trade and other receivables represents management's best estimate at the balance sheet date. A number of judgements are made in the calculation of the impairment, primarily related to the age of the invoice, the underlying transaction and the debtor's financial position. Further details are given in Note 13.

Impairment of non-financial assets

The Former Platou Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill is tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When value-in-use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows. Further details are given in Note 12.

Defined benefit pension schemes

Pension costs and pension liabilities under defined benefit pension schemes are computed using a linear earnings profile and anticipated final salary, based on assumptions regarding the discount rate, future salary adjustments, state pensions and benefits, the future return on pension plan assets, and actuarial assumptions on mortality rates, disability and voluntary departures. Due to the long-term perspective built into a defined benefit pension scheme, there is significant uncertainty connected with the calculations. Further details are set out in Note 19.

2.4 Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any recognised impairment loss. Cost includes the original purchase price of the asset.

Land is not depreciated. Depreciation on other assets is charged on a straight-line basis over the estimated useful life (after allowing for estimated residual value based on current prices) of the asset, and is charged from the time an asset becomes available for its intended use. Estimated useful lives are as follows:

Leasehold improvements	5-12 years
Office furniture and equipment and motor vehicles	3-7 years

Estimates of useful lives and residual scrap values are assessed annually.

At each balance sheet date, the Former Platou Group reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss.

2.5 Business combinations and goodwill

Business combinations are accounted for using the purchase method.

Goodwill is initially measured at cost being the excess of the cost of the business combination over the Former Platou Group's share in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities.

All transaction costs related to business combinations are expensed in the income statement.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Former Platou Group's cash-generating units that are expected to benefit from the synergies of the combination.

2.6 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.

Intangible assets with finite lives are amortised over the useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset. The useful lives are estimated to be between one and five years. Note 11 provides further details on intangible assets.

2.7 Impairment of non-financial assets

The Former Platou Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Former Platou Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value-in-use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, or other available fair value indicators.

Impairment losses of continuing operations are recognised in profit or loss in those expense categories consistent with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Former Platou Group makes an estimate of recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.

The following criteria are also applied in assessing impairment of specific assets:

Goodwill

The Former Platou Group assesses whether there are any indicators that goodwill is impaired at each reporting date. Goodwill is tested for impairment annually.

Impairment is determined for goodwill by assessing the recoverable amount of the cash-generating units to which the goodwill relates. Where the recoverable amount of the cash-generating units is less than their carrying amount an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. The Former Platou Group performs its annual impairment test of goodwill as at 31 December and at 30 June for the two periods ended June 2014 and 2013.

2.8 Investments and other financial assets

Classification

Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

The Former Platou Group determines the classification of its financial assets on initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year-end.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss includes financial assets held for trading and financial assets designated upon initial recognition as at fair value through profit or loss.

Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Gains or losses on investments held for trading are recognised in profit or loss.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement loans and receivables are carried at amortised cost using the effective interest method less any allowance for impairment. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

Available-for-sale financial investments

Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or are not classified in any of the two preceding categories or held-to-maturity investments. After initial measurement, available-for-sale financial assets are measured at fair value with unrealised gains or losses recognised directly in equity until the investment is derecognised or determined to be impaired at which time the cumulative gain or loss previously recorded in equity is recognised in profit or loss.

Recognition and measurement

Financial assets are recognised in the statement of financial position when the Former Platou Group becomes a party to the instruments' contractual provisions. The ordinary purchase or sale of financial assets is recognised on the date on which the transaction took place. When a financial asset is recognised for the first time, it is measured at fair value. First-time recognition includes transaction costs that are directly attributable to the purchase or issue of the financial asset, in those cases where the financial asset is not measured at fair value in profit or loss.

Financial assets are derecognised when the contractual rights to cash flows from the financial asset expire, or when the Former Platou Group transfers the financial asset as part of a transaction in which all or almost all risks and earnings opportunities linked to the ownership of the asset are transferred.

Fair value

The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the balance sheet date. For investments where there is no active market, fair value is determined using valuation techniques, unless these are not reliable in which case the investments are shown at cost. Such valuation techniques include using recent arm's length market transactions; reference to the current market value of another instrument which is substantially the same; discounted cash flow analysis or other valuation models.

Amortised cost

Loans and receivables are measured at amortised cost. This is computed using the effective interest method less any allowance for impairment. The calculation takes into account any premium or discount on acquisition and includes transaction costs and fees that are an integral part of the effective interest rate.

Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment.

2.9 Impairment of financial assets

The Former Platou Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.

Assets carried at amortised cost

If there is objective evidence that an impairment loss on assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset's original effective interest rate (i.e., the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. Any subsequent reversal of an impairment loss is recognised in profit or loss.

In relation to trade receivables, a provision for impairment is made when there is objective evidence that the Former Platou Group will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are derecognised when they are assessed as uncollectable.

Available-for-sale financial investments

If an available-for-sale asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from equity to profit or loss. Reversals in respect of equity instruments classified as available-for-sale are not recognised in profit or loss. Reversals of impairment losses on debt instruments are reversed through profit or loss, if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment loss was recognised in profit or loss.

2.10 Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of between one day and three months. For further details please refer to Note 15.

2.11 Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.12 Interest-bearing financial liabilities (loans and borrowings)

Financial liabilities are recognised in the statement of financial position when the Former Platou Group becomes a party to the instruments' contractual provisions. The ordinary purchase or sale of financial liabilities is recognised on the date on which the transaction took place.

All loans and borrowings are initially recognised at fair value less directly attributable transaction costs and have not been designated as 'at fair value through profit and loss'.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

2.13 Provisions

Provisions are recognised when the Former Platou Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Former Platou Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

2.14 Employee benefits

The Former Platou Group operates various post-employment schemes, including both defined contribution and defined benefit pension plans.

For defined contribution plans, the Former Platou Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Former Platou Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that have terms to maturity approximating to the terms of the related pension obligation.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise.

Past-service costs are recognised immediately in income.

Gains or losses on the curtailment or settlement of a defined benefit plan are recognised through profit and loss when the curtailment or settlement occurs.

The Former Platou Group has retrospectively applied IAS 19R in 2011 in order to present consistent comparative information in the consolidated historical financial information. IAS 19R changes the basis for calculating the pension liability and costs for defined benefit plans. The corridor as of January 1, 2011 has been reset to zero. The effect of these changes is set out above. The separate assumptions for expected return on plan assets and discounting of benefit liabilities have been replaced by single discount rate for the net benefit liability (including plan assets).

Bonus

A portion of the bonus due to key management involved in the Former Platou Group's regulated activities is payable over a 3 year period in equal tranches. The group reserves the contractual right to cancel any unpaid tranches, for a variety of reasons. As the group has no history of cancelling such bonuses, and no cancelling is anticipated, such bonuses are charged to profit and loss in the year they are earned.

2.15 Share capital

Ordinary shares are recognised in equity as share capital at their nominal value. The difference between consideration received and the nominal value is recognised in the share premium account.

When treasury shares are repurchased, the purchase price including directly attributable costs is recognised in equity. Treasury shares are presented as a reduction in equity.

Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax expenses.

Financial instruments are classified as liabilities or equity in accordance with the underlying economic realities.

Interest, dividend, gains and losses relating to a financial instrument classified as a liability will be presented as an expense or income.

2.16 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured.

Shipbroking and Offshore

Revenue consists of commission receivable from broking and is recognised by reference to the stage of completion. Stage of completion is measured by reference to the underlying commercial contract.

Finance and Markets

Fees relating to our finance projects and investment services businesses are recognised as services are performed.

Finance income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

2.17 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Former Platou Group considers the Former Platou Group's management to be the chief operating decision-maker. For further details please refer to Note 4.

2.18 Foreign currencies

Transactions are recorded by each Former Platou Group company in the entity's functional currency. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the date of the transaction. 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 the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the date of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates as at the date when the fair value was determined.

On consolidation, the assets and liabilities of the Former Platou Group's overseas operations are translated into Pounds Sterling at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period as an approximation of rates prevailing at the date of the transaction unless exchange rates fluctuate significantly. Exchange differences arising, if any, are classified as equity and transferred to the Former Platou Group's currency translation reserve. Such translation differences are recognised as income or expense in the period in which an operation is disposed of. Cumulative translation differences have been set to zero at the date of transition to IFRSs.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

2.19 Taxation

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Current income tax relating to items recognised directly in equity is recognised in equity and not in profit or loss.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences, except:

· where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

· in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

· where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

· in respect of deductible temporary differences associated with investments in subsidiaries, deferred income tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Deferred income tax relating to items recognised directly in equity is recognised in equity and not in profit or loss.

Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

2.20 Leases

Where the Former Platou Group is a lessee, operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. Lease incentive payments are amortised over the lease term.

2.21 Exceptional items

Exceptional items are significant items of a non-recurring nature and considered material in both size and nature. These are disclosed separately to enable a full understanding of the Former Platou Group's financial performance.

2.22 Share based payments

Share options granted to employees are measured at fair value at the grant date. The fair value is recognised as a salary expense with a corresponding increase in equity. The cost is recognised over the vesting period. The costs are adjusted to reflect the actual number of options vested.

Fair value of the options is measured using the Black-Scholes pricing model. The basis for the measurement includes the share price at the measurement date, the strike price for the shares in the option agreement, expected volatility of the shares, expected average life of the option, expected dividends and risk-free interest rate. Service conditions and non-market conditions in the option agreements are not considered in the calculation of the fair value of the options.

Social security tax on options is recognised over the estimated vesting period. The social security tax is calculated using the appropriate tax rate on the difference between the market price and the exercise price for the shares at the balance sheet date.

2.23 Financial revenue and finance costs

Finance income comprises of interest income, dividend income and gains on the disposal of financial assets available for sale. Changes in gains from financial derivatives are recorded in profit or loss.

Interest income is recognised as it is earned, using the effective interest method. Dividends are recognised when the shareholders' right to receive the dividend is established.

Finance expense consists of interest expenses on loans, write-downs of financial assets, and losses on derivatives recorded in profit or loss.

3. Revenues and expenses


	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
	£m	£m	£m	£m	£m
Revenue
Rendering of services	102.1	89.6	140.1	63.3	60.9
Rental income	0.1	-	0.1	‑	‑
	102.2	89.6	140.2	63.3	60.9
Finance revenue
Bank interest income	0.6	0.3	0.5	0.2	0.4
Gain on sale of shares	‑	0.1	0.6	‑	0.1
Gain on sale of subsidiaries	-	-	0.1	-	-
Income from held-for-trading assets	‑	0.3	‑	‑	‑
Other finance revenue	0.6	0.2	-	0.1	‑
	1.2	0.9	1.2	0.3	0.5
Finance costs
Loss from acquired receivables	(3.1)	(0.7)	(0.5)	‑	(0.4)
Loss from investments	(1.7)	(0.1)	‑	‑	(0.2)
Bank loan and overdraft interest	(1.4)	(1.7)	(1.4)	(0.8)	(0.8)
Other finance costs	(0.1)	(0.4)	(0.2)	(0.1)	‑
	(6.3)	(2.9)	(2.1)	(0.9)	(1.4)

Other finance costs - pensions
Net benefit charge	(0.1)	(0.1)	‑	‑	‑
	(0.1)	(0.1)	‑	‑	‑

Losses from acquired receivables related to an acquisition in 2008. The write-down of acquisition related receivables is classified as a finance cost.

Operating profit

Operating profit from continuing operations represents the results from operations before finance revenues and finance costs. This is stated after charging/(crediting):


	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
	£m	£m	£m	£m	£m
Depreciation	1.9	2.0	2.1	1.0	1.0
Amortisation	0.1	0.2	0.1	0.1	0.3
Operating leases - land and buildings	4.1	3.4	4.6	2.0	1.9
Net foreign exchange losses/(gains)	0.4	2.3	(0.5)	(0.8)	0.3
	6.5	7.9	6.3	2.3	3.5


	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
	£000	£000	£000	£000	£000
Auditors' remuneration
Fees payable to Platou's auditor for the audit of Platou's accounts and consolidated financial statements	66	78	138	101	87
Fees payable to Platou's auditor and its associates for other services:
The auditing of accounts of subsidiaries of Platou	112	193	181	87	106
Taxation advisory services	33	3	35	14	1
All other services	131	107	89	39	5
	342	381	443	241	199


	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
	£m	£m	£m	£m	£m
Employee compensation and benefits expense
Wages and salaries	53.6	51.9	67.1	30.3	29.3
Social security costs	6.7	5.5	8.1	3.6	3.6
Expense of share-based payments (note 18)	4.7	1.5	2.2	2.2	0.9
Pension costs - defined contribution plans	0.8	1.0	1.0	0.5	0.5
Pension costs - defined benefit plans	(8.1)	‑	‑	‑	‑
	57.7	59.9	78.4	36.6	34.3

The numbers above include remuneration and pension entitlements for each director.

The average monthly number of persons employed by the Former Platou Group during the year/period including executive directors is analysed below:


	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
Shipbroking	165	148	154	143	165
Offshore	94	98	111	98	107
Finance	21	29	20	21	19
Markets	97	69	79	77	80
	377	344	364	339	371

4. Segmental information

The Former Platou Group's reportable segments are strategic business areas offering different products and services. Segment information presented is consistent with the Former Platou Group's internal management reporting.

Former Platou Group management constitutes the chief operating decision-maker of the Former Platou Group. Former Platou Group management monitors and evaluates the operating results of the segments on a regular basis for the purpose of assessing performance and allocating resources.

For management purposes the Former Platou Group has organised its activities into four operating segments.

Shipbroking

The Shipbroking segment comprises activities relating to the purchase and sale of ships, newbuildings and chartering of dry cargo vessels, tanker vessels and industrial shipping vessels.

Offshore

The Offshore segment comprises activities relating to the sale and purchase, newbuilding and chartering of offshore related vessels.

Project Finance

The Project Finance segment (referred to in the following notes as Finance) identifies shipping, offshore and real estate projects, for which equity capital and debt capital are syndicated. For existing projects, Finance is also responsible for project and corporate management.

Investment Banking

The Investment Banking segment (referred to in the following notes as Markets) offers a wide range of services within equity sales and trading, fixed income, research and corporate finance to both Norwegian and foreign institutional clients and investors. Markets is licensed and supervised by the Financial Supervisory Authority of Norway ("FSA") in Oslo and by FINRA in New York.

The accounting principles of the reportable segments are the same as the Former Platou Group's accounting principles described in note 2.

The Former Platou Group assesses performance in the segments based on operating profit or loss before financial items. Transactions between the operating segments are eliminated in the consolidated financial statements. Such transactions are based on market conditions. Operating income and operating expenses from transactions between the operating segments have been eliminated within the segments.

Segmental information for revenue and results is as follows:


	Revenue			Results
	31 December			31 December
Business segments for the year to	2011	2012	2013	2011	2012	2013
	£m	£m	£m	£m	£m	£m

Shipbroking	31.4	28.5	32.4	0.3	(1.5)	2.7
Offshore	36.9	35.1	38.7	7.4	7.3	8.8
Finance	7.0	7.2	7.8	2.6	2.1	1.9
Markets	26.9	18.8	61.3	(3.2)	(3.2)	21.7
Segment revenue/results	102.2	89.6	140.2	7.1	4.7	35.1
Head office costs				-	‑	‑
Operating profit before exceptional items and acquisition costs				7.1	4.7	35.1
Exceptional items				10.0	‑	‑
Operating profit after exceptional items and acquisition costs				17.1	4.7	35.1
Finance revenue				1.2	0.9	1.2
Finance costs				(6.3)	(2.9)	(2.1)
Other finance costs - pensions				(0.1)	(0.1)	‑
Profit before taxation				11.9	2.6	34.2
Taxation				(6.2)	(1.6)	(10.4)
Profit for the year				5.7	1.0	23.8

For the six months to


	Revenue		Results
	30 June		30 June
	2013	2014	2013	2014
	(unaudited)		(unaudited)
	£m	£m	£m	£m
Shipbroking	15.3	18.9	0.5	1.5
Offshore	19.3	17.4	4.2	3.6
Finance	3.6	3.1	0.8	0.8
Markets	25.1	21.5	8.1	6.6
Segment revenue/results	63.3	60.9	13.6	12.5
Head office costs			‑	‑
Operating profit before exceptional items and acquisition costs			13.6	12.5
Exceptional items			‑	‑
Operating profit after exceptional items and acquisition costs			13.6	12.5
Finance revenue			0.3	0.5
Finance costs			(0.9)	(1.4)
Other finance costs - pensions			-	‑
Profit before taxation			13.0	11.6
Taxation			(3.6)	(2.9)
Profit for the period			9.4	8.7

Business Segments

	Assets				Liabilities

	31 December			30 June	31 December			30 June
	2011	2012	2013	2014	2011	2012	2013	2014
	£m	£m	£m	£m	£m	£m	£m	£m

Shipbroking and Offshore	58.5	52.9	58.2	51.9	39.0	47.3	50.5	49.2
Finance	6.0	5.5	5.1	4.0	2.6	3.1	2.7	1.8
Markets	25.0	25.1	51.3	50.2	14.5	14.8	29.9	33.9
Segment assets/liabilities	89.5	83.5	114.6	106.1	56.1	65.2	83.1	84.9
Unallocated assets/liabilities	-	-	-	-	-	-	-	-
	89.5	83.5	114.6	106.1	56.1	65.2	83.1	84.9

Business Segments

	Non-current asset additions
	Property, plant and equipment	Intangible assets	Property, plant and equipment	Intangible assets	Property, plant and equipment	Intangible assets	Property, plant and equipment	Intangible assets
	Year ended 31 December						Six months ended 30 June
	2011	2011	2012	2012	2013	2013	2014	2014
	£m	£m	£m	£m	£m	£m	£m	£m

Shipbroking and Offshore	2.0	-	1.9	0.4	1.0	0.7	0.4	0.3
Finance	-	-	0.1	0.5	-	-	-	-
Markets	1.1	-	0.2	-	0.2	-	0.1	-
	3.1	-	2.2	0.9	1.2	0.7	0.5	0.3

Business Segments

	Depreciation				Amortisation
	Year ended 31 December			Six months ended 30 June	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2014	2011	2012	2013	2014
	£m	£m	£m	£m	£m	£m	£m	£m

Shipbroking and Offshore	1.3	1.3	1.5	0.7	0.1	0.1	0.1	0.3
Finance	-	-	-	-	-	0.1	-	-
Markets	0.6	0.7	0.6	0.3	-	-	-	-
	1.9	2.0	2.1	1.0	0.1	0.2	0.1	0.3

Geographical segments - by origin of invoice

	Revenue
	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
	£m	£m	£m	£m	£m
Europe, Middle East & Africa	85.6	73.9	116.9	51.1	51.4
Americas	5.7	3.9	9.6	4.2	2.6
Asia Pacific	10.9	11.8	13.7	8.0	6.9
	102.2	89.6	140.2	63.3	60.9

Geographical segments - by location of assets

	Non-current assets
		31 December			30 June
		2011	2012	2013	2014
		£m	£m	£m	£m

Europe, Middle East & Africa		25.5	25.0	28.0	20.7
Americas		0.3	0.3	-	0.2
Asia Pacific		4.0	4.1	-	6.1
		29.8	29.4	28.0	27.0

Non-current assets exclude deferred tax assets.

5. Exceptional items

2011

Until 1 December 2011, the Former Platou Group provided five Norwegian defined benefit pension schemes to employees. These schemes were closed resulting in a curtailment gain of £10.0 million recorded in the income statement in 2011.

There were no exceptional items for the years ended 31 December 2012 and 2013 or for the six months ended 30 June 2013 and 2014.

6. Acquisition costs

There were no acquisition costs requiring separate disclosure in the income statement for the years ended 31 December 2011, 31 December 2012 and 31 December 2013 and for the six months ended 30 June 2013 and 30 June 2014.

7. Taxation


	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
	£m	£m	£m	£m	£m
Current tax
Tax on profits for the year/period	3.3	2.1	8.3	1.8	3.1
Adjustments in respect of prior years/periods	-	-	-	-	-
	3.3	2.1	8.3	1.8	3.1
Deferred tax
Origination and reversal of temporary differences	2.9	(0.5)	2.1	1.8	(0.2)
Total tax charge in the income statement	6.2	1.6	10.4	3.6	2.9

Tax relating to items charged/(credited) to equity is as follows:


	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
	£m	£m	£m	£m	£m
Deferred tax
Employee benefits - on pension benefit liability	(1.5)	0.1	0.1	-	-
Total tax charge/(credit) in the statement of changes in equity	(1.5)	0.1	0.1	-	-

Reconciliation of tax charge

The tax charge in the income statement for the period is different than the average standard rate of corporation tax in Norway. The differences are reconciled below:


	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
	£m	£m	£m	£m	£m
Profit before taxation	11.9	2.6	34.2	13.0	11.6
Expected tax expenses based on income tax rates in Norway	3.3	0.7	9.6	3.8	3.1

Adjustment in respect of current income tax of previous years	-	-	-	-	(0.1)
Tax rate outside Norway other than 27% (28% in 2011-2013)	0.3	0.6	0.4	(0.4)	(0.5)
Non-taxable income	(0.1)	(0.1)	(0.1)	(0.1)	-
Non-deductible expenses	2.2	0.4	0.8	0.1	0.2
Non-taxable gains/losses on sales of share	0.4	-	0.1	-	-
Deferred tax assets not recognised current year	0.5	-	0.2	0.2	0.2
Change in previous years' valuation allowances	-	-	(0.1)	-	-
Other	(0.4)	-	(0.5)	-	-
Total tax charge in the income statement	6.2	1.6	10.4	3.6	2.9

Deferred tax

Deferred tax charged/(credited) in the consolidated income statement is as follows:


	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
	£m	£m	£m	£m	£m
Employee benefits - on pension benefit liability	-	0.5	0.1	-	0.1
Tax losses recognised/(not recognised)	-	(0.5)	2.9	-	(0.1)
Exchange rate differences	-	(1.4)	2.4	-	(0.2)
Other temporary differences	2.9	0.9	(3.3)	1.8	-
Deferred tax charge/(credit) in the income statement	2.9	(0.5)	2.1	1.8	(0.2)

Deferred tax included in the balance sheet is as follows:

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Deferred tax asset
Employee benefits - on pension benefit liability	0.9	0.4	0.3	0.2
Tax losses carried forward	2.0	3.0	0.2	0.4
Of which, assets not recognised	(0.8)	(0.4)	-	-
Other temporary differences	0.1	(0.2)	-	-
	2.2	2.8	0.5	0.6

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m
Tax losses included above expire as follows:
2019 or later	-	0.5	0.2	0.3
No due date	2.0	2.5	-	0.1
	2.0	3.0	0.2	0.4

There are no other deferred tax assets that are not taken into account in the Former Platou Group's tax calculation. Distribution of dividends to Platou's Shareholders does not affect Platou's income tax payable or deferred tax.

8. Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year/period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares in issue during the year/period.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares in issue during the year/period, plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

The following reflects the income and share data used in the basic and diluted earnings per share computations:

	31 December				30 June
	2011	2012	2013	2013		2014
				(unaudited)
	£m	£m	£m	£m		£m
Profit for the year/period attributable to ordinary equity holders of the parent	2.2	0.4	19.2	7.6		6.5

	31 December				30 June
	2011	2012	2013	2013		2014
				(unaudited)
	£m	£m	£m	£m		£m
Weighted average number of ordinary shares (excluding treasury shares) for basic and diluted earnings per share	40,730,815	41,302,766	46,143,674	45,468,115		47,211,980

The share options outstanding as at 31 December 2011 were not considered to be dilutive. There were no potential dilutive shares for the years ended 31 December 2012 and 2013 or for the six months ended 30 June 2013 and 2014.

9. Dividends

	31 December				30 June
	2011	2012	2013	2013		2014
				(unaudited)
	£m	£m	£m	£m		£m
Declared and paid during the period:
Final dividend for 2013 of 30p per share (2012: 22p, 2011: 0p, 2010: 17p)	7.0	-	10.1	10.1		14.4
Dividend paid	7.0	-	10.1	10.1		14.4
Proposed for approval at the AGM (not recognised as a liability at the period end):
Final dividend for 2014 proposed of 0p per share (2013: 30p,2012: 22p, 2011: 0p)	-	10.1	14.4	-		-

Also paid during the years ended 31 December 2011, 2012 and 2013 and the six months ended 30 June 2013 and 2014 were dividends paid to minority interests of £4.3 million, £3.3 million, £2.0 million, £1.4 million and £4.1 million respectively.

10. Property, plant and equipment

Cost or valuations	Freehold and long leasehold properties	Leasehold improvements	Office furniture and equipment	Motor vehicles	Total
	£m	£m	£m	£m	£m

As at 1 January 2011	1.3	0.5	7.6	0.3	9.7
Additions	-	1.2	1.8	0.1	3.1
Disposals	-	-	(1.2)	-	(1.2)
Arising on acquisition	-	-	0.1	-	0.1
Exchange rate differences	-	-	-	-	-
As at 31 December 2011	1.3	1.7	8.3	0.4	11.7

Additions	-	0.7	1.5	-	2.2
Disposals	-	-	(0.4)	(0.2)	(0.6)
Exchange rate differences	-	-	0.1	-	0.1
As at 31 December 2012	1.3	2.4	9.5	0.2	13.4

Additions	-	0.1	1.1	-	1.2
Disposals	-	-	(0.2)	-	(0.2)
Exchange rate differences	-	(0.1)	(1.0)	-	(1.1)
As at 31 December 2013	1.3	2.4	9.4	0.2	13.3

Additions	-	-	0.5	-	0.5
Disposals	-	-	(0.4)	-	(0.4)
Exchange rate differences	-	-	(0.3)	-	(0.3)
As at 30 June 2014	1.3	2.4	9.2	0.2	13.1

Depreciation and impairment	Freehold and long leasehold properties	Leasehold improvements	Office furniture and equipment	Motor vehicles	Total
	£m	£m	£m	£m	£m

As at 1 January 2011	-	0.1	3.3	0.2	3.6
Depreciation for the year	-	0.2	1.6	0.1	1.9
Depreciation related to disposals	-	-	(1.2)	-	(1.2)
Exchange rate differences	-	-	(0.1)	-	(0.1)
As at 31 December 2011	-	0.3	3.6	0.3	4.2

Depreciation for the year	-	0.3	1.7	-	2.0
Depreciation related to disposals	-	-	(0.3)	(0.1)	(0.4)
Exchange rate differences	-	-	0.1	-	0.1
As at 31 December 2012	-	0.6	5.1	0.2	5.9

Depreciation for the year	-	0.5	1.6	-	2.1
Depreciation related to disposals	-	-	(0.2)	-	(0.2)
Exchange rate differences	-	(0.1)	(0.6)	-	(0.7)
As at 31 December 2013	-	1.0	5.9	0.2	7.1

Depreciation for the period	-	0.2	0.8	-	1.0
Depreciation related to disposals	-	-	(0.4)	-	(0.4)
Exchange rate differences	-	-	(0.2)	-	(0.2)
As at 30 June 2014	-	1.2	6.1	0.2	7.5

Net Book Value	Freehold and long leasehold properties	Leasehold improvements	Office furniture and equipment	Motor vehicles	Total
	£m	£m	£m	£m	£m

As at 31 December 2011	1.3	1.4	4.7	0.1	7.5
As at 31 December 2012	1.3	1.8	4.4	-	7.5
As at 31 December 2013	1.3	1.4	3.5	-	6.2
As at 30 June 2014	1.3	1.2	3.1	-	5.6

A charge exists over certain freehold properties. Please see note 16 for further details.

11. Intangible assets

Cost or valuation	Intangibles	Goodwill	Total
	£m	£m	£m

As at 1 January 2011	1.3	15.7	17.0
Disposals/reversal	-	(0.1)	(0.1)
Exchange rate differences	-	(0.1)	(0.1)
As at 31 December 2011	1.3	15.5	16.8

Additions	0.6	0.3	0.9
Disposals/reversals	-	0.1	0.1
Exchange rate differences	-	0.1	0.1
As at 31 December 2012	1.9	16.0	17.9

Additions	0.1	0.6	0.7
Disposals/reversal	(1.6)	(0.2)	(1.8)
Exchange rate differences	-	(0.3)	(0.3)
As at 31 December 2013	0.4	16.1	16.5

Additions	-	0.3	0.3
Exchange rate differences	-	(0.1)	(0.1)
As at 30 June 2014	0.4	16.3	16.7

Amortisation and impairment	Intangibles	Goodwill	Total
	£m	£m	£m

As at 1 January 2011	1.1	0.2	1.3
Amortisation for the year	0.1	-	0.1
As at 31 December 2011	1.2	0.2	1.4

Amortisation for the year	0.2	-	0.2
As at 31 December 2012	1.4	0.2	1.6

Amortisation for the year	0.1	-	0.1
Amortisation related to disposals	(1.4)	-	(1.4)
As at 31 December 2013	0.1	0.2	0.3
Amortisation for the period	0.3	-	0.3
As at 30 June 2014	0.4	0.2	0.6

Net Book Value	Intangibles	Goodwill	Total
	£m	£m	£m

As at 31 December 2011	0.1	15.3	15.4
As at 31 December 2012	0.5	15.8	16.3
As at 31 December 2013	0.3	15.9	16.2
As at 30 June 2014	-	16.1	16.1

Intangible assets relate to acquired non-contractual commercial relationships and acquired forward order book

Acquisitions

2014

In 2014, Platou acquired the issued capital in RS Platou Markets AS, then owned by employees of RS Platou Markets AS, taking its shareholding up to 100 per cent.

2013

In February 2013, Platou acquired shares in RS Platou Markets AS from employees in RS Platou Markets AS, increasing Platou's ownership to 90.1 per cent. The transaction was settled by newly issued shares in Platou.

In November 2013, Platou acquired 50.02 per cent. of the shares outstanding in Christiania Shipbrokers AS (renamed to RS Platou Tankers AS, located in Oslo) from employees in Christiania Shipbrokers AS. The transaction was satisfied with 400,000 shares in Platou valued at NOK 14 per share (£0.6 million) and £0.6 million in cash for a total fair value of the consideration of £1.2 million. The fair value of the shares was set at estimated market prices as at the acquisition date (external valuation). The primary purpose of the acquisition was to strengthen the activities of the Shipbroking segment. The minority interest is recorded at its proportionate share in recognised amounts of the acquiree's identifiable net assets.

The goodwill recognised comprises expected synergies from the business combination as well as the assembled workforce. The goodwill is not tax deductible.

The valuation of the identifiable assets and liabilities of Christiania Shipbrokers AS has been finalised in 2014 as shown in the following table:

					£m

Intangible assets					0.1
Receivables					0.2
Cash and cash equivalents					0.8
Total assets					1.1
Current liabilities					0.5
Total liabilities					0.5
Total identifiable net assets at fair value					0.6

Minority interest					(0.3)
Goodwill					0.9
Total consideration					1.2

The goodwill included above was initially recorded in 2013 at £0.6 million but then adjusted in 2014 by £0.3 million upon finalisation of the fair values acquired.

The acquisition contributed £0.4 million to the Former Platou Group's revenues and £0.1 million to the Former Platou Group's profit before taxation in 2013.

Had Christiania Shipbrokers AS been consolidated from 1 January 2013, the consolidated income statement would show revenue of £141.6m and profit after tax of £24.3m. This information is not necessarily indicative of the 2013 results of the combined Former Platou Group had the purchases actually been made at the beginning of the period presented, or indicative of the future consolidated performance given the nature of the business acquired.

2012

In 2012, Platou acquired RS Platou Fund Management AS and Manfin Consult AS for a combined consideration of £0.6m, of which £0.4m was payable in cash. The combined fair value of the net assets acquired was £0.3m generating goodwill of £0.3m.

2011

During the third and fourth quarters of 2011, Platou sold 49.7 per cent. of the shares in RS Platou Markets AS to key employees of RS Platou Markets AS.

In December 2011, Platou exercised an option to buy 100 per cent. of the shares in RS Platou (Australia) Pte Limited ("Platou Australia"). According to the option agreement the initial consideration amounted to USD1.5 million, payable in Platou shares (357,048 shares).

The consideration in the transaction has primarily been recorded as compensation expense in accordance with IFRS 2. The amount has been classified as bonus in the consolidated income statement. The purpose of the transaction was to hire key personnel for the activity in Australia.

At the time of acquisition net assets in Platou Australia were insignificant and no excess value was recognised.

Additionally, management can earn a bonus based on the earnings over a 3 year period of the local operation, currently estimated at £0.4 million.

12. Impairment testing of goodwill

Goodwill is allocated to the Former Platou Group's cash-generating units ("CGUs") identified according to operating segment.

The carrying amount of goodwill allocated to each CGU is as follows:

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Shipbroking
Christiania Shipbrokers AS	-	-	0.6	0.6
Offshore
Lone Star, R.S. Platou Inc	0.3	0.3	0.3	0.3
RS Platou (Asia) PTE Ltd	3.6	3.7	3.5	3.5
The Stewart Group Ltd	11.3	11.3	11.3	11.5
Markets
RS Platou Markets AS	0.1	0.1	0.1	0.1
RS Platou Fund Management AS	-	0.3	-	-
Manfin Consult AS	-	0.1	0.1	0.1
	15.3	15.8	15.9	16.1

Goodwill is allocated to CGUs which are tested for impairment at least annually. The goodwill arising in each CGU is similar in nature and thus the testing for impairment uses the same approach.

The recoverable amounts of the CGUs are assessed using a value-in-use model. Value-in-use is calculated as the net present value of the projected risk-adjusted cash flows of the CGU to which the goodwill is allocated.

The key assumptions used for value-in-use calculations, relating to the Stewart Group and RS Platou (Asia) PTE Ltd., are as follows:

· the pre-tax discount rate used is based on the weighted average cost of capital adjusted for risks within each CGU. The pre-tax discount rate applied to the CGUs for the year ended 31 December 2013 ranges from 10.3 per cent. to 12.54 per cent. (2012: 9.4 per cent. to 11.61 per cent., 2011: 9.74 per cent. to 12.17 per cent.);

· the cash flow predictions are based on financial budgets approved by the board extrapolated over a four year period. These are based on both past performance and expectations for future market development; and

· key drivers in the plans are revenue growth, margin and operating profit percentage and include conservative annual growth rates of 2 per cent. for the year ended 31 December 2013 (2012: 2 per cent., 2011: 2 per cent.). There is no terminal growth included in the calculations.

The results of the directors' review of goodwill including sensitivity analyses for reasonable changes in assumptions still indicate remaining headroom. For the carrying amount of goodwill to equal the recoverable amount, in relation to RS Platou (Asia) PTE Ltd. and the Stewart Group, the assumptions would need to increase by 8.47 per cent. and 27.64 per cent. respectively for the pre-tax discount rate and decrease by 6.73 per cent. and 8.33 per cent. respectively for the annual revenue growth rate.

The directors did not consider there to be any impairment indicators for the six months ended 30 June 2014 and therefore full impairment testing was not carried out.

13. Trade and other receivables

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Non-current
Other receivables	6.5	5.2	5.5	5.1
	6.5	5.2	5.5	5.1
Current
Trade receivables	21.7	22.5	21.9	35.0
Other receivables	7.0	5.1	3.9	2.6
Prepayments and accrued income	2.2	1.5	3.4	4.1
	30.9	29.1	29.2	41.7

Other receivables include deposits, third party loans, employee receivables and receivables acquired from an acquisition in 2008.

Trade receivables are non-interest bearing and are generally on terms payable within 90 days.

Movements in the provision for impairment of trade receivables were as follows:

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

At 1 January	11.1	5.2	2.2	2.2
Provision release	(7.9)	(2.5)	(0.6)	-
Written off	(0.7)	(1.3)	(0.2)	-
New provision	2.7	0.6	1.1	-
Foreign exchange differences	(0.1)	-	(0.3)	(0.1)
At end of period	5.1	2.0	2.2	2.1

As at 31 December/ 30 June, the ageing analysis of trade receivables which are not impaired is as follows:

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Neither past due nor impaired	17.8	19.8	20.0	32.7
Past due not impaired > 90 days	3.9	2.7	1.9	2.3
	21.7	22.5	21.9	35.0

The carrying amount of the group's trade receivables are denominated in the following currencies:

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Norwegian Kroner	9.7	11.6	9.9	22.7
US Dollar	10.3	8.7	9.7	10.5
Sterling	0.2	0.7	0.8	0.4
Other currencies	1.5	1.5	1.5	1.4
	21.7	22.5	21.9	35.0

The cash flow for the six months ended 30 June 2013 reflects the fact that RS Platou Markets AS had short-term receivables relating to a transaction closing across that period end. This was settled within the first few days of July 2013.

14. Investments

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Non-current
Available-for-sale financial assets	0.4	0.4	0.1	0.2
Current
Available-for-sale financial assets	0.6	0.8	8.1	8.2
Held for trading	0.5	0.5	2.1	-
	1.1	1.3	10.2	8.2

Available-for-sale financial assets consist of investments in unlisted and listed ordinary shares and treasury bills. Held for trading investments consist of listed securities and financial institutions. The book value is equal to the fair value.

15. Cash and cash equivalents

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Cash at bank and in hand	20.2	17.3	40.1	21.8
Restricted bank deposits	1.4	1.2	2.3	3.0
Short-term deposits	3.9	2.4	4.3	3.8
Total cash and cash equivalents in the consolidated balance sheet	25.5	20.9	46.7	28.6
Bank overdraft	-	(12.3)	(17.7)	(18.4)
Total cash and cash equivalents in the consolidated cash flow statement	25.5	8.6	29.0	10.2

Restricted bank deposits include amounts relating to employee tax of £2.6 million for 2014 (2013: £1.5 million, 2012: £0.9 million, 2011: £0.9 million).

16. Interest-bearing loans and borrowings

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Current
Bank overdraft	-	12.3	17.7	18.4
Bank loan	2.4	2.5	2.2	2.1
	2.4	14.8	19.9	20.5
Non-current
Bank loan	11.9	9.7	6.5	12.2

The effective interest rate is calculated as a weighted average. See note 23 for a description of interest rate risk.

Bank loan with an interest rate of NIBOR +3.000 per cent. that was due to mature in 2015 has been re-negotiated in the first half of 2014. The revised loan agreement has a rate of NIBOR 1M + 2.625 per cent. and will mature in 2019.

The loan covenants are based on Former Platou Group equity and in relation to the Former Platou Group's operating profit.

For the majority of the bank loans, instalments are made twice a year based on a seven year down payment schedule with equal instalments.

The bank loans are recorded at amortised cost using the effective interest rate method.

Platou has provided guarantees in favour of DNB Bank ASA of GBP 0.2 million (NOK 2.5 million) for one employee's liabilities to DNB Bank ASA and of GBP 5.7 million (NOK 60 million) of RS Platou Markets AS's overdraft facility of GBP 9.6 million (NOK 100 million).

As security for the obligations to DNB Bank ASA, Platou has granted a pledge of trade receivables, a pledge over the shares of RS Platou Markets AS (minimum ownership share 50.1 per cent.) and a pledge over its operating assets.

17. Trade and other payables

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Current
Trade payables	7.5	13.8	7.8	20.9
Other payables	2.0	1.2	0.6	0.5
Other tax and social security	3.9	2.1	4.0	5.6
Accruals and deferred income	24.4	20.1	35.9	16.5
	37.8	37.2	48.3	43.5
Non-current
Other payables	-	0.2	-	-
Deferred consideration	0.5	0.5	0.4	0.4
	0.5	0.7	0.4	0.4

Terms and conditions of the financial liabilities:

Trade payables are non-interest bearing and are normally settled on demand; and

Other payables are non-interest bearing and are normally settled on demand.

The cash flow for the six months ended 30 June 2013 reflects the fact that RS Platou Markets AS had short-term obligations relating to a transaction closing across that period end. This was settled within the first few days of July 2013.

18. Share-based payment plans

	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2013	2014
				(unaudited)
	£m	£m	£m	£m	£m
Expense arising from equity-settled share-based payment transactions	0.9	1.5	2.2	2.2	0.9
Expense arising from share issues	0.9	-	-	-	-
Expense arising from changes in ownership interests in subsidiaries	2.9	-	-	-	-
Total share-based payment expense	4.7	1.5	2.2	2.2	0.9

The share-based payment plans are described below.

Share options

In March 2011, Platou established a share based payment program offered to certain key employees. The option program is measured at fair value at the grant date. The fair value of the options is calculated using the Black-Scholes option-pricing model. The fair value of the options granted in 2011 was between £0.35 (NOK 3.12) and £1.16 (NOK 10.43) per option. The exercise price for the options is set between £1.67 (NOK 15) and £2.79 (NOK 25) and has to be exercised on 31 March 2012.

None of the options were exercised and no further options have been granted since.

Movements in the period

The following table illustrates the number and weighted average exercise prices ("WAEP") of, and movements in, share options during the period:

	Outstanding at 1 January 2011	WAEP	Granted in year	Expired in year	Outstanding at 31 December 2011	WAEP £	Exercisable at 31 December 2011	WAEP

Other options	-	-	2,484,560	-	2,484,560	2.72	-	-

	Outstanding at 1 January 2012	WAEP	Granted in year	Expired in year	Outstanding at 31 December 2012	WAEP £	Exercisable at 31 December 2012	WAEP

Other options	2,484,560	2.72	-	(2,484,560)	-	-	-	-

There were no options outstanding in 2013 or 2014.

19. Employee benefits

In Norway, all companies are required to have an occupational pension scheme in accordance with the Norwegian Act on Mandatory Occupational Pensions.

Defined benefit plans

Up until 1 December 2011, the Norwegian Former Platou Group companies had five defined benefit pension schemes. These schemes are now closed.

One Former Platou Group company in the UK, which resides in the offshore segment, operates a defined benefit scheme that was closed to new members in 2006, but remains in existence.

Defined contribution plans

In December 2011, the parent company and the Norwegian subsidiaries ended the previous defined benefit plans and established a defined contribution plan which includes all employees in Norway that satisfy the requirements of the Norwegian Act on Mandatory Occupational Pensions. The contributions to the defined contribution scheme are expensed as they are incurred.

The following tables summarise amounts recognised in the consolidated balance sheet and the components of net benefit expense recognised in the consolidated income statement:

Recognised in the balance sheet

		31 December		30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Present value of defined benefit obligations	(9.3)	(9.9)	(10.4)	(10.8)
Fair value of scheme assets	7.6	8.5	9.1	9.5
Net pension liability recognised in the balance sheet	(1.7)	(1.4)	(1.3)	(1.3)

A deferred tax asset on the above recognised liability of £0.2 million at 30 June 2014, £0.3 million at 31 December 2013, £0.4 million at 31 December 2012 and £0.9 million at 31 December 2011 is shown in note 7.

Recognised in the income statement

	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2014
	£m	£m	£m	£m
Recognised in other finance costs - pensions
Expected return on scheme assets	(0.9)	(0.4)	(0.4)	(0.2)
Interest cost on benefit obligation	1.0	0.5	0.4	0.2
Net interest cost	0.1	0.1	-	-

Recognised in administrative expenses
Service costs	1.9	-	-	-
Gain on settlement	(10.0)	-	-	-
Net pension revenue	(8.1)	-	-	-

Net benefit charge/(revenue) recognised in the income statement	(8.0)	0.1	-	-

Recognised in the statement of comprehensive income

	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2014
	£m	£m	£m	£m

Actual return on scheme assets	(1.8)	0.8	0.5	0.3
Less: expected return on scheme assets	(0.9)	(0.4)	(0.4)	(0.2)
Actuarial gains/(losses) on scheme assets	(2.7)	0.4	0.1	0.1
Actuarial losses on defined benefit obligations	(2.4)	(0.4)	(0.4)	(0.3)
Actuarial losses on employee benefit obligations	(5.1)	-	(0.3)	(0.2)
Tax (charge)/credit on actuarial gains/(losses)	1.5	(0.1)	(0.1)	-
Net actuarial losses on employee benefit obligations	(3.6)	(0.1)	(0.4)	(0.2)
Cumulative amount of actuarial losses recognised in the statement of comprehensive income	(1.2)	(1.2)	(1.5)	(1.7)

Scheme assets

The major categories of plan assets for the secure scheme in the UK as a percentage at 31 December 2011, 2012 and 2013 and at 30 June 2014 are as follows:

	31 December			30 June
	2011	2012	2013	2014

Equities	30.3%	30.5%	27.8%	25.1%
Government Bonds	18.8%	17.0%	15.8%	0.0%
Corporate bonds	35.7%	40.7%	55.0%	45.7%
Property	7.3%	0.0%	0.0%	9.4%
Cash and other assets	7.9%	11.8%	1.4%	19.8%
	100.0%	100.0%	100.0%	100.0%

Changes in the fair value of scheme assets are as follows:

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m
Fair value of assets as of 1 January	21.8	7.6	8.5	9.1
Contributions	1.8	0.4	0.4	0.2
Benefits paid	(0.5)	(0.3)	(0.3)	(0.1)
Expected return on pension assets	0.9	0.4	0.4	0.2
Actuarial gain/(loss)	(2.7)	0.4	0.1	0.1
Settlement of the benefit plans in Norway	(13.8)	-	-	-
Exchange rate differences	0.1	-	-	-
Gross pension assets as of 30 June/31 December	7.6	8.5	9.1	9.5

The Former Platou Group expects, based on the valuations and funding requirements including expenses, to contribute £0.4 million (2012: £0.4 million,2011: £0.4 million) to its defined benefit scheme in 2014 (2013, 2012).

Defined benefit obligations

Changes in the fair value of the defined benefit obligations are as follows:

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m
Gross pension liability as of 1 January	27.6	9.3	9.9	10.4
Benefits paid	(0.5)	(0.3)	(0.3)	(0.1)
Service costs	1.9	-	-	-
Interest expense	1.0	0.5	0.4	0.2
Actuarial loss	2.4	0.4	0.4	0.3
Payroll tax of employer contribution	(0.2)	-	-	-
Settlement of the benefit plans in Norway	(23.2)	-	-	-
Exchange rate differences	0.3	-	-	-
Gross pension liability as of 30 June/31 December	9.3	9.9	10.4	10.8

Principal assumptions used for the actuarial valuations were as follows for the secured scheme in the UK:

	31 December			30 June
	2011	2012	2013	2014

Rate of increase in pension in payment	5.00%	5.00%	5.00%	5.00%
Price inflation (CPI)	3.10%	2.40%	2.60%	2.50%
Discount rate for scheme liabilities	5.00%	4.50%	4.40%	4.35%
Rate of interest of deferred pensions	3.10%	2.40%	2.60%	2.50%

The mortality assumptions used to assess the defined benefit obligation are based on standard mortality tables published by the actuarial profession. Examples of the assumed future life expectancy are given in the table below:

	31 December			30 June
	2011 Additional years	2012 Additional years	2013 Additional years	2014 Additional years
Post-retirement life expectancy for pensioners at the age of 65: (in years)
Pensioners retiring in the year - male	21.4	21.5	20.5	20.6
Pensioners retiring in the year - female	24.3	24.4	23.1	23.1
Pensioners retiring in twenty years' time - male	22.5	22.6	22.3	22.4
Pensioners retiring in twenty years' time - female	25.3	25.3	24.9	25.0

Historical comparative information

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m
Fair value of scheme assets	7.6	8.5	9.1	9.5
Defined benefit obligations	(9.3)	(9.9)	(10.4)	(10.8)
Net benefit liability	(1.7)	(1.4)	(1.3)	(1.3)

Experience adjustments on scheme assets	(0.5)	0.3	0.1	0.1
Experience adjustments on scheme liabilities	(0.7)	(0.4)	(0.4)	(0.3)

Sensitivities

The table below provides information on the sensitivity of the defined benefit obligation to changes to the most significant actuarial assumptions. The table shows the impact of changes to each assumption in isolation although, in practice, changes to assumptions may occur at the same time and can either offset or compound the overall impact on the defined benefit obligation. These sensitivities have been calculated using the same methodology as used for the main calculations. The weighted average duration of the defined obligation is 18 years.

	Change in assumption	Change in defined benefit obligation
Discount rate for scheme liabilities	+0.25%	-4.4%
	-0.25%	+4.7%
Price inflation (RPI)	+0.25%	+0.6%
	-0.25%	-0.6%

An increase of one year in the assumed life expectancy for both males and females would increase the defined benefit obligation by approximately 3.5 per cent.

20. Share capital

Platou has one class of shares at a nominal value of £0.03 (NOK0.25).

All outstanding shares have equal voting rights	Total shares	Share capital
		£m
Shares as at 1 January 2011	40,971,162	1.0
Share issue during 2011	357,048	-
Shares as at 31 December 2011	41,328,210	1.0
Share issue during 2012	1,527,285	0.1
Shares as at 31 December 2012	42,855,495	1.1
Share issue during 2013	4,670,621	0.1
Shares as at 31 December 2013	47,526,116	1.2
Share issue during 2014	969,375	-
Shares as at 30 June 2014	48,495,491	1.2

In May 2014, Platou acquired the remaining minority interest of RS Platou Markets AS through exercise of a call option. The consideration was 969,375 newly issued shares in Platou valued at £1.7m. No cash was received as a result of this transaction.

In February 2013, Platou acquired an interest in RS Platou Markets AS from employees in RS Platou Markets AS. The consideration was 4,670,621 newly issued shares in Platou valued at £7.6m. No cash was received as a result of this transaction.

In March 2012, the Board of Directors resolved to make a share issue of up to 1.7 million new shares, directed towards employees of the Former Platou Group. The subscription price was set at £1.10 (NOK 10) per share. The share issue was completed in May, and a total of 1,527,285 new shares were subscribed for. The subscription price represented a discount to fair market value and was settled in cash.

In December 2011, the Board of Directors in Platou decided to issue a total of 357,048 new shares at a share issue price of £2.75 (NOK 25) per share. All shares were subscribed by First Island Trustee Limited as consideration for the shares in RS Platou (Australia) Pte. Ltd., see note 11. No cash was received as a result of this transaction and the amount was expensed in the income statement in the year.

21. Other reserves

	Share premium	Treasury shares	Other paid-in equity	Currency translation reserve	Total
	£m	£m	£m	£m	£m
As at 1 January 2011	11.8	-	1.1	3.0	15.9
Total comprehensive income	-	-	-	0.2	0.2
Share issue	0.9	-	-	-	0.9
Change in treasury shares	-	-	0.7	-	0.7
Share-based payments	-	-	0.9	-	0.9
Changes in ownership interests in subsidiaries without loss of control - Non-cash proceeds	-	-	2.9	-	2.9
As at 31 December 2011	12.7	-	5.6	3.2	21.5
Total comprehensive income	-	-	-	0.1	0.1
Share issue	1.5	-	-	-	1.5
Change in treasury shares	-	-	(0.7)	-	(0.7)
Share-based payments	-	-	1.5	-	1.5
Capital reduction	(12.6)	-	-	-	(12.6)
As at 31 December 2012	1.6	-	6.4	3.3	11.3
Total comprehensive income	-	-	-	-	-
Share issue	7.4	-	-	-	7.4
Change in treasury shares	-	-	0.4	-	0.4
As at 31 December 2013	9.0	-	6.8	3.3	19.1
Total comprehensive income	-	-	-	-	-
Share issue	1.7	-	-	-	1.7
As at 30 June 2014	10.7	-	6.8	3.3	20.8

The movement in treasury shares is as follows:

	Number	Treasury shares
		£m
Treasury shares as at 1 January 2011	328,863	-
Net additions/(disposals)	51,440	-
Treasury shares as at 31 December 2011	380,303	-
Net additions/(disposals)	1,560,240	-
Treasury shares as at 31 December 2012	1,940,543	-
Net additions/(disposals)	(1,021,113)	-
Treasury shares as at 31 December 2013	919,430	-
Net additions/(disposals)	(249,807)	-
Treasury shares as at 30 June 2014	669,623	-

Nature and purpose of other reserves

Treasury shares

Shares were acquired as a result of departing employees and a voluntary buy back from Platou in October 2013.

Other paid-in equity

Other paid-in capital is used to record the fair value of options issued as share-based compensation and to record some of the changes related to the treasury stock transactions.

Currency translation reserve

The currency translation reserve represents the currency translation differences arising from the consolidation of foreign operations.

22. Financial commitments and contingencies

Future minimum rentals payable under non-cancellable operating leases at the end of the year/period were as follows:

	31 December			30 June
	2011	2012	2013	2014
	£m	£m	£m	£m
Within one year	3.6	4.5	3.7	3.5
After one year but not more than five years	1.9	4.1	11.1	10.6
After five years	0.2	0.6	19.4	20.5
	5.7	9.2	34.2	34.6

Contingencies

The Former Platou Group has given no financial commitments to suppliers (2013: none, 2012: none, 2011: none).

The Former Platou Group has guaranteed an overdraft facility limited to £0.25 million (NOK 2.5 million) held by a third party (2013: £0.25 million, 2012: £0.25 million, 2011: £0.25 million).

23. Financial risk management objectives and policies

Financial risk

The Former Platou Group uses financial instruments such as bank loans to obtain capital for investments that are necessary for the Former Platou Group's operations.

Furthermore, the Former Platou Group has financial instruments such as inter alia accounts receivables and accounts payables which are directly related to the day-to-day operations of the Former Platou Group. For hedging purposes, the Former Platou Group may use financial derivatives.

The Former Platou Group does not use financial instruments, including financial derivatives, for trading purposes.

The most important financial risks facing the Former Platou Group relate to credit risk, liquidity risk, foreign exchange risk and interest rate risk.

Credit risk

The Former Platou Group is exposed to credit risk mainly from accounts receivable, other short-term receivables and cash and cash equivalents. The Former Platou Group reduces its exposure to credit risk by requiring that all counterparts requiring credit from the Former Platou Group, e.g. customers, must be approved and be subject to a credit check.

The Former Platou Group has no significant credit risk linked to an individual counterpart or group of counterparties that may be assessed as a group due to similarities in credit risk.

The Former Platou Group has guidelines for ensuring that sales are made only to customers with no previous material payment problems and that the amounts outstanding do not exceed determined credit limits.

The Former Platou Group has guaranteed an overdraft facility limited to £0.25 million held by a third party.

Maximum risk exposure is reflected in the financial statements as the carrying amount of financial assets. The Former Platou Group considers its maximum risk exposure to be the carrying amount of trade receivables and other current assets.

Bank deposits are subject to government funded insurance schemes for part of the amounts. Long-term loans to employees for purchases of shares in Platou are secured by the shares.

Liquidity risk

Liquidity risk is the risk that the Former Platou Group is not able to service its financial liabilities as they fall due. The Former Platou Group's strategy for handling liquidity risk is to have sufficient funds available at all times to meet the Former Platou Group's financial obligations as they fall due, under both normal and extraordinary circumstances, without risking unacceptable losses or at the expense of the Former Platou Group's reputation. The following table shows the contractual maturity of the Former Platou Group's financial liabilities at the balance sheet date, based on undiscounted cash flows:

31 December 2011	On demand	Less than 3 months	3 to 12 months	1 to 5 years	Total
	£m	£m	£m	£m	£m
Loans	-	0.6	1.8	12.4	14.8
Bank overdraft	-	-	-	-	-
Trade and other payables	8.0	-	1.5	-	9.5
	8.0	0.6	3.3	12.4	24.3

31 December 2012	On demand	Less than 3 months	3 to 12 months	1 to 5 years	Total
	£m	£m	£m	£m	£m
Loans	-	0.6	1.9	10.4	12.9
Bank overdraft	-	-	12.3	-	12.3
Trade and other payables	15.0	-	-	0.2	15.2
	15.0	0.6	14.2	10.6	40.4

31 December 2013	On demand	Less than 3 months	3 to 12 months	1 to 5 years	Total
	£m	£m	£m	£m	£m
Loans	-	0.6	1.7	6.9	9.2
Bank overdraft	-	-	17.7	-	17.7
Trade and other payables	8.4	-	-	-	8.4
	8.4	0.6	19.4	6.9	35.3

30 June 2014	On demand	Less than 3 months	3 to 12 months	1 to 5 years	Total
	£m	£m	£m	£m	£m
Loans	-	0.5	1.6	12.6	14.7
Bank overdraft	-	-	18.4	-	18.4
Trade and other payables	21.4	-	-	-	21.4
	21.4	0.5	20.0	12.6	54.5

Foreign exchange risk

The Former Platou Group is exposed to currency exchange rate fluctuations related to foreign currency denominated financial assets and financial liabilities based on the various functional currencies of the companies in the Former Platou Group. Monetary items in foreign currencies are converted to functional currency using the exchange rate prevailing on the balance sheet date. The Former Platou Group is exposed to changes in exchange rates related to these items.

In terms of revenues, the main currency exposure is to the USD, however, the Former Platou Group also has income denominated in NOK, EUR and GBP. The largest expenses are denominated in NOK, however the Former Platou Group also has significant expenses denominated in GBP, USD, SGD, BRL and AUD. The Former Platou Group may decide to use foreign currency swaps or forward exchange contracts to hedge its future exchange rate exposure. Currency risk is calculated for each foreign currency and takes into account assets and liabilities, non-capitalised obligations and highly likely purchases and sales in the currency in question.

At 30 June 2014, the Former Platou Group had not entered into material currency contracts linked to future sales (2013: None, 2012: None, 2011: None).

The table below shows the effect of a reasonable and possible change in exchange rates to which the Former Platou Group is exposed, given that all other variables remain constant:

	Strengthening/ (weakening) in currency rate	Effect on profit before tax	Effect on equity
		£m	£m
As at 31 December 2011
NOK	5%	0.5	0.4
NOK	(5%)	(0.5)	(0.4)
USD	5%	0.8	0.6
USD	(5%)	(0.8)	(0.6)
As at 31 December 2012
NOK	5%	0.6	0.5
NOK	(5%)	(0.6)	(0.5)
USD	5%	0.9	0.7
USD	(5%)	(0.9)	(0.7)
As at 31 December 2013
NOK	5%	0.4	0.3
NOK	(5%)	(0.4)	(0.3)
USD	5%	1.0	0.8
USD	(5%)	(1.0)	(0.8)
As at 30 June 2014
NOK	5%	0.4	0.3
NOK	(5%)	(0.4)	(0.3)
USD	5%	0.9	0.7
USD	(5%)	(0.9)	(0.7)

Interest rate risk

The Former Platou Group is exposed to interest rate risk through its financing activities. The interest-bearing debt have floating interest rates, hence the Former Platou Group is affected by changes in the level of interest rates.

Sensitivity loans and overdrafts	Change in interest rate	Effect on profit before tax	Effect on equity
		£m	£m
As at 31 December 2011
NOK	+100	0.1	0.1
NOK	-100	(0.1)	(0.1)
As at 31 December 2012
NOK	+100	0.1	0.1
NOK	-100	(0.1)	(0.1)
As at 31 December 2013
NOK	+100	0.1	0.1
NOK	-100	(0.1)	(0.1)
As at 30 June 2014
NOK	+100	0.1	0.1
NOK	-100	(0.1)	(0.1)

Sensitivity of cash and cash equivalents	Change in interest rate	Effect on profit before tax	Effect on equity
		£m	£m
As at 31 December 2011
NOK	+100	0.1	0.1
NOK	-100	(0.1)	(0.1)
USD	+100	0.1	0.1
USD	-100	(0.1)	(0.1)
As at 31 December 2012
NOK	+100	(0.1)	(0.1)
NOK	-100	0.1	0.1
USD	+100	0.1	0.1
USD	-100	(0.1)	(0.1)
As at 31 December 2013
NOK	+100	0.1	0.1
NOK	-100	(0.1)	(0.1)
USD	+100	0.1	0.1
USD	-100	(0.1)	(0.1)
As at 30 June 2014
NOK	+100	-	‑
NOK	-100	-	‑
USD	+100	0.1	0.1
USD	-100	(0.1)	(0.1)

Capital management

The main purpose of the Former Platou Group's management of capital structure is to ensure that the Former Platou Group maintains a good credit rating and consequently receives reasonable financing terms from lenders and that the capital structure is adequate based on the Former Platou Group's operations.

The Former Platou Group manages its capital structure by making necessary amendments based on a continuous assessment of the economic conditions under which the activity is conducted, and the prospects seen in the short and medium term. The capital structure is managed by adjusting dividend payments, repurchase of own shares, reducing the share capital or making new share offerings. No changes were made in the guidelines for this area in 2014, 2013, 2012 or 2011.

The Former Platou Group monitors its capital structure by reviewing its equity ratio and profit before tax to debt ratio. The equity monitored includes equity attributable to the owners of Platou, both paid in capital and retained earnings.

The subsidiary RS Platou Markets AS ("RSPM") has a minimum capital requirement of 8 per cent. as defined in the regulations issued by the FSA.

Capital adequacy ratio

	Markets group
	31 December			30 June
	2011	2012	2013	2014
Total equity	£m	£m	£m	£m
Equity	8.4	10.3	12.0	11.6
Deduction to tier 1 capital	-	-	-	-
Deferred tax benefit	(1.8)	(2.2)	(0.3)	(0.3)
Core capital	6.6	8.1	11.7	11.3
Deduction to tier 2 capital	-	-	-	-
Supplementary capital	4.3	1.1
Total capital	10.9	9.2	11.7	11.3

Capital requirement	£m	£m	£m	£m
Credit-, counterparty- and general risk using standard methods -other engagements	0.7	0.6	1.2	0.7
Settlement risk using market value method	-	-	-	-
Position risk using standard method	-	-	-	-
Currency risk using standard method	0.2	0.1	0.5	0.6
Operational risk using basic method	3.1	3.2	4.8	4.6
Deductions to capital requirement	-	-	-	-
Total capital requirement	4.0	3.9	6.5	5.9
Capital adequacy ratio	21.5%	18.6%	14.5%	15.4%

Operational risk is calculated based on the basic method. Platou has completed an evaluation of Platou's operational risks. The risk assessment concluded that provision of operational risk after the basic method gives a satisfactory capital requirement.

RS Platou Markets AS monitors its capital requirements based on the regulation from the FSA, and reports net capital on a monthly basis to the FSA according to regulations. Platou monitors the total capital by reviewing its capital adequacy ratio.

Platou has one multicurrency overdraft facility of £21.9 million (NOK 220 million). At 30 June 2014 £18.4 million (2013: £17.7 million, 2012: £12.3 million, 2011: £Nil) had been drawn. An agreement has been entered into whereby Platou's current and future receivables, bank deposits and shares in significant subsidiaries are pledged for the overdraft facility. There are no restrictions on the use of these funds.

RS Platou Markets AS had undrawn overdraft facilities of £9.6 million (NOK 100 million) at 30 June 2014 (2013: £10.0 million: 2012: £6.7 million, 2011: £6.5 million) for unrestricted use. In 2012 RS Platou Markets AS also had one overdraft facility of £4.4 million (NOK 40 million) to be used only for settlement purposes. Client receivables, bank deposits, VPS accounts and fixed assets are pledged as security for the above guarantees.

RS Platou (Asia) Pte Limited had an undrawn overdraft facility of £50,618 (SGD 100,000) at 31 December 2012 (2011: £49,769 (SGD 100 000)). There was no facility as at 30 June 2014 or for 31 December 2013.

24. Financial instruments

Fair values

IFRS 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);

inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and

inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The following table presents the Former Platou Group's assets and liabilities that are measured at fair value. Additional disclosures required by IFRS7 have not been provided on the ground that they are not material:

	31 December 2011				31 December 2012
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Available for sale financial assets	-	-	1.0	1.0	-	-	1.2	1.2
Held for trading assets	-	-	0.5	0.5	-	-	0.5	0.5
	-	-	1.5	1.5	-	-	1.7	1.7

	31 December 2013				30 June 2014
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Available for sale financial assets	7.4	-	0.8	8.2	7.6	-	0.8	8.4
Held for trading assets	1.9	-	0.2	2.1	-	-	-	-
	9.3	-	1.0	10.3	7.6	-	0.8	8.4

The classification of financial assets and financial liabilities is as follows:

	31 December 2011				31 December 2012
Financial assets	Held for trading	Loans and receivables at amortised cost	Available for sale	Total	Held for trading	Loans and receivables at amortised cost	Available for sale	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Investments	0.5	-	1.0	1.5	0.5	-	1.2	1.7
Trade receivables	-	21.7	-	21.7	-	22.5	-	22.5
Other receivables	-	13.5	-	13.5	-	10.3	-	10.3
	0.5	35.2	1.0	36.7	0.5	32.8	1.2	34.5

	31 December 2013				30 June 2014
Financial assets	Held for trading	Loans and receivables at amortised cost	Available for sale	Total	Held for trading	Loans and receivables at amortised cost	Available for sale	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Investments	2.1	-	8.2	10.3	-	-	8.4	8.4
Trade receivables	-	21.9	-	21.9	-	35.0	-	35.0
Other receivables	-	9.4	-	9.4	-	7.7	-	7.7
	2.1	31.3	8.2	41.6	-	42.7	8.4	51.1

		31 December 2011			31 December 2012			31 December 2013		30 June 2014
Financial liabilities	Amortised cost		Total	Amortised cost	Total	Amortised cost	Total		Amortised cost	Total
	£m		£m	£m	£m	£m	£m		£m	£m
Interest-bearing loans and borrowings	14.3		14.3	24.5	24.5	26.4	26.4		32.7	32.7
Trade payables	7.5		7.5	13.8	13.8	7.8	7.8		20.9	20.9
Other payables	2.0		2.0	1.4	1.4	0.6	0.6		0.5	0.5
Other tax and social security........	3.9		3.9	2.1	2.1	4.0	4.0		5.6	5.6
	27.7		27.7	41.8	41.8	38.8	38.8		59.7	59.7

Those items carried at amortised cost in the tables above are considered to be approximate to their fair value as they are short-term and/or attract floating market rates of interest and credit risk is either not significant or in the case of assets has been recognised in the carrying value. All such items equate to level 2 in the hierarchy.

25. Related party transactions

Compensation of key management personnel, defined as the Executive Committee of Platou, is as follows:

	31 December			30 June
	2011	2012	2013		2013	2014
	£m	£m	£m		(unaudited)£m	£m
Wages and salaries	0.4	0.8	0.6		0.5	0.4
Bonus	2.3	1.4	5.0		-	0.2
Social security costs	0.1	0.1	0.2		0.1	0.2
Expense of share-based payments	-	-	0.7		-	0.9
Pension costs - defined contribution plans	-	-	-		-	-
Directors fees	-	-	-		-	0.1
	2.8	2.3	6.5		0.6	1.8

As at 30 June 2014, accrued bonuses relating to key management personnel were £0.2 million (31 December 2013: £5.0 million, 31 December 2012: £1.4 million, 31 December 2011: £2.3 million).

During 2011, Platou sold 49.7 per cent. of its shareholding in RS Platou Markets AS to employees in RS Platou Markets AS, see note 11. 12.43 per cent. of this shareholding were sold to employees that also are shareholders in Platou.

Employees in RS Platou Markets AS who acquired shares from Platou in RS Platou Markets AS during 2011 have £3.99 million (NOK 37.4 million) in debt to Platou following the acquisition that was partly settled through a seller's credit.

In May 2013, RS Platou ASA acquired shares in Lone Star RS Platou, Inc. from employees in Lone Star RS Platou, Inc. The transaction increased RS Platou ASA's ownership to 100 per cent. The consideration was 75,000 shares in RS Platou ASA valued at £1.56 (NOK 14) per share.

RS Platou Markets AS has also provided seller's credit to employees in RS Platou Markets AS and employees in Platou of £1.3 million (NOK 13.1 million). £0.2 million (NOK 2.3 million) was provided as of 30 June 2014, the remainder was provided on 24 July 2014.

26. Subsidiaries and joint venture

Principal subsidiaries

Country of incorporation	Company	Main activity	31 December 11		31 December 12		31 December 13		30 June 14
Country of incorporation	Company	Main activity	Share-holding	Voting rights	Share-holding	Voting rights	Share-holding	Voting rights	Share-holding	Voting rights
Norway	RS Platou Asset Management AS	Financial Services	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Norway	RS Platou Finans AS	Financial Services	50.01%	50.01%	50.01%	50.01%	52.36%	52.36%	50.02%	50.02%
Norway	RS Platou Real Estate AS	Financial Services	31.50%	50.50%	31.50%	50.50%	31.91%	50.01%	31.91%	50.01%
Norway	RS Platou Markets AS	Investment banking	50.30%	50.30%	62.90%	62.90%	90.10%	90.10%	100.00%	100.00%
Norway	RS Platou Offshore AS	Non trading	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Norway	RS Platou Economic Research AS	Non trading	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Norway	RS Platou Shipbrokers AS	Non trading	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Brazil	RS Platou Brazil Ltda.	Offshore broking	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
USA	RS Platou (USA) Inc.	Offshore broking	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
UK	The Stewart Group Ltd	Offshore broking	79.82%	79.82%	78.03%	78.03%	78.03%	78.03%	77.09%	77.09%
Singapore	RS Platou (Singapore) Pte. Ltd.	Ship/Offshore broking	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Switzerland	RS Platou Genève Holding SA	Shipbroking	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
USA	Lone Star, R.S. Platou Inc.	Shipbroking	73.44%	73.44%	75.17%	75.17%	100.00%	100.00%	100.00%	100.00%
Cyprus	RS Platou Hellas Ltd	Shipbroking	51.00%	51.00%	51.00%	51.00%	51.00%	51.00%	51.00%	51.00%
UK	RS Platou LLP	Shipbroking	51.00%	51.00%	51.00%	51.00%	51.00%	51.00%	51.00%	51.00%
Norway	Manfin Consult AS	Shipbroking	0.00%	0.00%	50.10%	50.10%	50.10%	50.10%	50.10%	50.10%
Norway	RS Platou Tankers AS	Shipbroking	0.00%	0.00%	0.00%	0.00%	50.02%	50.02%	50.02%	50.02%

Joint venture

Country of incorporation	Company	Main activity	31 December 11		31 December 12		31 December 13		30 June 14
Country of incorporation	Company	Main activity	Share-holding	Voting rights	Share-holding	Voting rights	Share-holding	Voting rights	Share-holding	Voting rights
Norway	M62 Holding AS	Property development	0.00%	0.00%	0.00%	0.00%	50.00%	50.00%	50.00%	50.00%

27. Subsequent events

Joint venture

The Former Platou Group has entered into an agreement in August 2014 to sell its shares in the joint venture M62 Holding AS. The sale has been completed in the third quarter of 2014. The gain on the sale that will be recognised is approximately £2.2 million.

During the quarter ended 30 September 2014 RS Platou ASA exercised the option to purchase 50.1 per cent. of RS Platou AM Holding AS. The total consideration was US$1.0 million (£0.6 million). RS Platou AM Holding AS has a licence to operate as an asset manager.

Share-based payments

During the quarter ended 30 September 2014 there has been sales of treasury stock at £1.98 (NOK 18) per share. 600,000 shares were sold to new employees in the offshore segment, 125,892 shares were sold to employees in RS Platou Markets AS and 30,000 shares were sold to employees in RS Platou (Asia) Pte Ltd. Also during the quarter ended 30 September 2014, Platou has repurchased 75,714 shares from a departing employee.

Minority interest

On 24 November 2014, Platou agreed to acquire the remaining 22.90 per cent. minority interest of the Stewart Group for £7.4 million satisfied in Platou Shares currently held in treasury by Platou. The transaction is conditional on Completion.

Disposal

On 5 November 2014, the members of RS Platou LLP and RS Platou Energy LLP, a partnership incorporated on 14 July 2014 (the "LLPs"), in both of which Platou holds a 51 per cent. interest, resolved, among other things, to wind-up the LLPs from 31 December 2014. Pursuant to agreements dated 5 November 2014 and 21 November 2014, the LLPs have agreed to transfer substantially all of their assets to a new entity, established by their respective existing members (other than Platou) (the "RS Platou LLP Transaction"). In connection with the RS Platou LLP Transaction, Platou has acquired 3,432,804 shares in Platou held by certain of the existing members of the LLPs. Completion of the RS Platou LLP Transaction is expected to occur on 31 December 2014, subject to certain conditions. If completion does not occur on 31 December 2014, the LLPs will nonetheless be wound up in accordance with the resolutions above. Estimated cash flows arising from the RS Platou LLP Transaction are a receipt of £10.4 million arising from the transfer of assets and payments of £11.7 million and NOK 25.2 million due for the shares of Platou.

The financial effect of the RS Platou LLP Transaction is summarised below. The column 'Disposed Business' represents the elements of the entities disposed of as part of the RS Platou LLP Transaction, being all net assets of RS Platou LLP together with its subsidiaries, but excluding certain customer commissions in the Forward Order Book.

Summary Income statement	Year ended 31 December 2011			Year ended 31 December 2012
	Continuing operations	Disposed business	Total	Continuing operations	Disposed business	Total
	£m	£m	£m	£m	£m	£m
Revenue	98.5	3.7	102.2	84.5	5.1	89.6
Operating profit	16.8	0.3	17.1	3.7	1.0	4.7
Profit before taxation	11.6	0.3	11.9	1.6	1.0	2.6

Income statement	Year ended 31 December 2013			Six months ended 30 June 2014
	Continuing operations	Disposed business	Total	Continuing operations	Disposed business	Total
	£m	£m	£m	£m	£m	£m
Revenue	132.7	7.5	140.2	52.0	8.9	60.9
Administrative expenses	(99.1)	(6.0)	(105.1)	(42.1)	(6.3)	(48.4)
Operating profit	33.6	1.5	35.1	9.9	2.6	12.5
Finance revenue	1.2	-	1.2	0.5	-	0.5
Finance costs	(2.0)	(0.1)	(2.1)	(1.3)	(0.1)	(1.4)
Other finance costs - pensions	-	-	-	-	-	-
Profit before taxation	32.8	1.4	34.2	9.1	2.5	11.6
Taxation	(10.2)	(0.2)	(10.4)	(2.6)	(0.3)	(2.9)
Profit after taxation	22.6	1.2	23.8	6.5	2.2	8.7

Cash flow from operations	Year ended 31 December			Six months ended 30 June
	2011	2012	2013	2014
	£m	£m	£m	£m
Continuing operations	13.9	3.9	47.6	(9.3)
Disposed business	(2.7)	0.2	2.1	3.5
Total	11.2	4.1	49.7	(5.8)

Balance sheet

as at	30 June 2014
	Continuing operations	Disposed business	Total
	£m	£m	£m
Non-current assets
Property, plant and equipment	5.3	0.3	5.6
Intangible assets	16.1	-	16.1
Trade and other receivables	5.1	-	5.1
Investments	0.1	0.1	0.2
Deferred tax asset	0.6	-	0.6
	27.2	0.4	27.6
Current assets
Trade and other receivables	39.2	2.5	41.7
Investments	8.2	-	8.2
Cash and cash equivalents	24.7	3.9	28.6
	72.1	6.4	78.5
Current liabilities
Interest bearing loans and borrowings	(20.5)	-	(20.5)
Trade and other payables	(40.3)	(3.2)	(43.5)
Income tax payable	(6.9)	(0.1)	(7.0)
	(67.7)	(3.3)	(71.0)
Net current assets	4.4	3.1	7.5
Non-current liabilities
Interest bearing loans and borrowings	(12.2)	-	(12.2)
Trade and other payables	-	(0.4)	(0.4)
Employee benefits	(1.3)	-	(1.3)
	(13.5)	(0.4)	(13.9)
Net assets	18.1	3.1	21.2

Appendix 5
Further Terms of the Acquisition

1. Platou Shareholders

Platou Shareholders representing a combined holding of 92.6 per cent. of the Platou Shares have entered into the Share Purchase Agreement. The following table sets out the number of Platou Shares that will be held, directly or indirectly, by the Platou Shareholders immediately prior to Completion.

Platou Shareholder	Number of Platou Shares	Percentage of issued ordinary share capital of Platou
RS Platou Holdings AS¹	10,444,000	22.6%
Peter M. Anker	2,472,334	5.3%
Gustave Brun-Lie	1,685,893	3.6%
Wilhelm Holst	1,509,392	3.3%
Fridtjof Botvid Falck	1,350,000	2.9%
Totto Hartmann	1,301,893	2.8%
Christian Bartz Johannessen	1,167,500	2.5%
Magnus Halvorsen	1,160,412	2.5%
Erik Helberg	1,141,689	2.5%
Erik Arthur	1,016,195	2.2%
Birger Nergaard	1,000,001	2.2%
Henning Leo Knudsen	1,000,000	2.2%
Jørgen von Tangen	1,000,000	2.2%
Jan Egil Roald	925,005	2.0%
Other Platou Shareholders²	19,108,581	41.3%

¹Ragnar Horn holds 45.93 per cent. of the voting rights in RS Platou Holdings AS.

²Platou Shareholders holding less than 2 per cent. of the entire issued share capital of Platou.

2. Post-Completion matters

If any Platou Shareholders who are not a party to the Platou Shareholders' Agreement do not enter into the Share Purchase Agreement and Warranty Agreement, Clarksons may (but is not required to) exercise a right under Norwegian law to acquire the Platou Shares held by any such Platou Shareholders. In addition, any Platou Shareholders who are not a party to the Platou Shareholders' Agreement and who do not enter into the Share Purchase Agreement and Warranty Agreement may require the Company to acquire the Platou Shares held by them. If such rights to sell or acquire Platou Shares are exercised, the price payable for any Platou Shares to be transacted would be in cash and, if a price proposed by Clarksons is not objected to it would be deemed accepted by the relevant Platou Shareholders. If any Platou Shareholder objects to the proposed price the valuation will be the underlying value of the Platou Shares as determined by the Norwegian courts. Any Platou Shares which the Company acquires solely for cash will accordingly reduce the number of Consideration Shares and Loan Notes to be issued.

Appendix 6
Proposed Directors' service contracts and letters of appointment

Peter M. Anker

Peter M. Anker has agreed to enter into a service agreement with the Company conditional upon Completion. He has also agreed that, conditional upon Completion, his current contract of employment with Platou will come to an end with immediate effect by mutual agreement.

Once effective, the service agreement may be terminated by Peter M. Anker or the Company giving not less than 12 months' notice. Alternatively, under the terms of the service agreement, the Company reserves the right to give a payment in lieu of notice (whether given by Peter M. Anker or the Company) of a sum equal to Peter M. Anker's basic salary plus the cost of contractual benefits but excluding bonus for the relevant period of notice. The payment in lieu of notice may be made in a lump sum or, at the Company's discretion, in monthly instalments (with the relevant instalment payment reduced by alternative income received). Peter M. Anker's initial basic salary will be £350,000, payable in arrears and converted into Norwegian Kroner.

Peter M. Anker will be eligible to continue to participate in his current pension arrangements with Platou or such other pension arrangements as may be agreed from time to time with the Company, as well as permanent health insurance and medical expenses insurance. Following Completion, he will participate in Clarksons' annual bonus arrangements.

Ragnar Horn and Birger Nergaard

Ragnar Horn and Birger Nergaard are proposed to enter into letters of appointment with Clarksons which will take effect from Completion. The expiry of both letters of appointment will be 3 years from the commencement of the appointment letters, unless terminated earlier by either party giving to the other three months prior written notice. Ragnar Horn will not receive a fee for his role. Otherwise, the terms are the same as for those of the current Non- Executive Directors.

Appendix 7
Definitions

The following definitions apply throughout this Announcement, including the appendices, unless the context requires otherwise:

"Acquisition"	means the proposed acquisition by Clarkson PLC of RS Platou ASA
"Affinity"	has the meaning given to it in paragraph 11.1 of Appendix 2 (Information on the Platou Group)
"Announcement"	means this announcement together with the appendices
"APAs"	has the meaning given to it in paragraph 11.1 of Appendix 2 (Information on the Platou Group)
"APOSs"	has the meaning given to it in paragraph 11.4 of Appendix 2 (Information on the Platou Group)
"Christiania Sellers"	has the meaning given to it in paragraph 11.18 of Appendix 2 (Information on the Platou Group)
"Christiania SPA"	has the meaning given to it in paragraph 11.18 of Appendix 2 (Information on the Platou Group)
"Circular"	means the Company's circular in connection with the Acquisition that is expected to be provided to its Shareholders in due course
"Clarksons Group"	means the Company and its subsidiaries and subsidiary undertakings prior to Completion
"Company" or "Clarksons"	means Clarkson PLC
"Completion"	means completion of the Acquisition pursuant to the terms of the Share Purchase Agreement
"Conditions"	means the conditions to Completion as set out in the Share Purchase Agreement
"Consideration Shares"	means the Ordinary Shares to be issued by the Company to the Sellers pursuant to the Share Purchase Agreement being up to 9,523,001 Ordinary Shares
"Directors"	means the current directors of Clarksons
"DNV"	has the meaning given to it in paragraph 9.10 of Appendix 2 (Information on the Platou Group)
"E&P"	means Exploration and Production
"Enlarged Group"	means the Company and its subsidiaries and subsidiary undertakings, including the Platou Group, on Re-Admission and from time to time thereafter
"EU"	means the member states of the European Union
"FCA"	means the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
"FINRA"	means the Financial Industry Regulatory Authority
"First APA"	has the meaning given to it in paragraph 11.1 of Appendix 2 (Information on the Platou Group)
"First APOS"	has the meaning given to it in paragraph 11.4 of Appendix 2 (Information on the Platou Group)
"Former Platou Group"	means Platou and its subsidiaries prior to the completion of the RS Platou LLP Transaction
"Forward Order Book"	means the estimated future commissions and other revenues collectable over the duration of the contract as principal payments fall due, on already executed transactions
"FPSO"	means floating production storage offloading units
"FSMA"	means the Financial Services and Markets Act 2000 of the United Kingdom, as amended
"GCL"	has the meaning given to it in paragraph 12.1 of Appendix 2 (Information on the Platou Group)
"GCS"	has the meaning given to it in paragraph 12.1 of Appendix 2 (Information on the Platou Group)
"ICAAP"	has the meaning given to it in paragraph 9.3 of Appendix 2 (Information on the Platou Group)
"IFRS"	means International Financial Reporting Standards as adopted by the European Union
"Listing Rules"	means the listing rules made by the UK Listing Authority under section 73A of the FSMA as amended from time to time
"LLPs"	has the meaning given to it in 1.2 of Appendix 2 (Information on the Platou Group)
"LNG"	means liquefied natural gas
"Loan Notes"	means the loan notes to be issued by the Company to the Sellers pursuant to the Share Purchase Agreement, the terms of which are contained in the Loan Note Instrument
"London Stock Exchange"	means London Stock Exchange plc
"LPG"	means liquefied petroleum gas
"Main Market"	means the London Stock Exchange's main market for listed securities
"Managers"	has the meaning given to it in paragraph 11.1 of Appendix 2 (Information on the Platou Group)
"Nomura"	means Nomura International plc
"Non-Executive Directors"	means Bob Benton, Peter Backhouse, James Hughes-Hallett CMG, SBS, James Morley, and Ed Warner OBE
"Official List"	means the official list of the UK Listing Authority
"Ordinary Shares"	means the ordinary shares of nominal value 25 pence each in the capital of the Company including, if the context requires, the Consideration Shares and the Placing Shares
"Panmure Gordon"	means Panmure Gordon (UK) Limited
"PCC"	means pure car carriers
"Placing Shares"	means the Ordinary Shares that may be issued by the Company pursuant to the Placing
"Placing"	means the possible placing of up to 1,613,698 Ordinary Shares, representing up to 8.5 per cent. of the Company's existing issued ordinary capital, to institutional investors located outside of the US and certain other jurisdictions
"Platou Group"	means Platou and its subsidiaries following completion of the RS Platou LLP Transaction
"Platou Share Capital"	means the entire issued share capital of Platou, excluding any shares held in treasury immediately prior to Completion
"Platou Shareholders"	means the holders of Platou Shares
"Platou Shareholders' Agreement"	means the shareholders' agreement in relation to Platou dated 4 March 2013
"Platou Shares"	means the ordinary shares in Platou issued or to be issued prior to Re-Admission other than the shares that are held in treasury by Platou immediately prior to Completion
"Platou"	RS Platou ASA
"Pounds Sterling" or "£"	means the lawful currency of the United Kingdom from time to time
"Prospectus Rules"	means the prospectus rules made by the UK Listing Authority under section 73A of the FSMA as amended from time to time
"Prospectus"	means the prospectus, including any supplementary prospectus, to be published by the Company in connection with the Consideration Shares to be issued and Re-Admission
"Re-Admission"	means admission of the Consideration Shares, and re-admission of the Ordinary Shares, to the premium listing segment of the Official List and to trading on the Main Market
"Restricted Territory"	has the meaning given to it in the body of this Announcement
"RoRo"	means roll-on roll-off
"RS Platou LLP Transaction"	has the meaning given to it in 1.2 of Appendix 2 (Information on the Platou Group)
"SEC"	has the meaning given to it in paragraph 9.7 of Appendix 2 (Information on the Platou Group)
"Second APA"	has the meaning given to it in paragraph 11.1 of Appendix 2 (Information on the Platou Group)
"Second APOS"	has the meaning given to it in paragraph 11.4 of Appendix 2 (Information on the Platou Group)
"Securities Act"	has the meaning given to it in the body of this Announcement
"Sellers"	means Platou Shareholders who have executed the Transaction Documents or a deed of adherence to the Transaction Documents
"Share Purchase Agreement"	means the agreement entered into on 27 November 2014 between certain Platou Shareholders and Clarksons setting out the terms and conditions governing the acquisition by the Company of certain of the Platou Shares
"Shareholder"	means a holder of Ordinary Shares
"Spar"	has the meaning given to it in paragraph 12.1 of Appendix 2 (Information on the Platou Group)
"Stewart Acquisition"	has the meaning given to it in paragraph 11.19 of Appendix 2 (Information on the Platou Group)
"Stewart Agreement"	has the meaning given to it in paragraph 11.19 of Appendix 2 (Information on the Platou Group)
"Stewart Group"	means the Stewart Group Limited
"Stewart Minority"	has the meaning given to it in paragraph 11.19 of Appendix 2 (Information on the Platou Group)
"Transaction Documents"	means the Share Purchase Agreement and the Warranty Agreement
"UKLA" or "UK Listing Authority"	means the FCA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA and any successor(s) thereto
"United Kingdom" or "UK"	means the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction
"WAEP"	has the meaning given to it in paragraph 18 of Appendix 4 (Historical Financial Information Relating to the Platou Group)
"Warranty Agreement"	means the warranty agreement entered into on 27 November 2014 between certain Platou Shareholders and the Company pursuant to which such Sellers provided certain warranties to the Company in relation to the Acquisition

References to a "company" in this Announcement, including the appendices, shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established.

This information is provided by RNS

The company news service from the London Stock Exchange

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