Restatement under IFRS

London Stock Exchange Plc 21 July 2005 21 July 2005 LONDON STOCK EXCHANGE PLC FINANCIAL STATEMENTS IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS YEAR ENDED 31 MARCH 2005 Up until 31 March 2005, London Stock Exchange plc ("the Group") prepared its financial statements under UK Generally Accepted Accounting Principles (UK GAAP). From 1 April 2005, the Group consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU"). The Group released details of the impact of IFRS on its 2004/05 financial statements in the Preliminary Results announcement on 19 May 2005. The attached information provides supplementary information and explains how 2004/05 financial information previously reported under UK GAAP will be restated under IFRS. The information includes: • The main accounting policies adopted under IFRS; • Financial information for the year ended 31 March 2005; • Financial information for the six months ended 30 September 2004; and • Explanatory notes on the IFRS adjustments required to the UK GAAP numbers. The IFRS financial information provided has been prepared on the basis of current IFRS standards and interpretations issued by the International Accounting Standards Board ("IASB"). These are subject to ongoing amendment by the IASB and subsequent endorsement by the EU and are therefore subject to change. As a result the amounts reported in the 2005/06 financial statements may vary from those included above. Further information is available from: London Stock Exchange Maria Clohessy - Finance 020 7797 3322 Paul Froud - Investor Relations 020 7797 3322 Catherine Mattison - Media 020 7797 1222 Basis of preparation The financial information has been prepared in accordance with all IFRS that had been published by 31 March 2005. The standards used are those endorsed by the EU together with those standards and interpretations that have been issued by the IASB but had not been endorsed by the EU by 31 March 2005. These standards and interpretations are subject to ongoing amendment by the IASB and subsequent endorsement by the EU and are therefore subject to change. The Group's IFRS financial statements for the six months ending 30 September 2005 and the year ending 31 March 2006 may, therefore, be prepared in accordance with some different accounting policies from the financial information presented here. The IFRS financial information for the six months ended 30 September 2004 and year ended 31 March 2005 will be presented as the comparative figures for the first IFRS Interim Report and Annual Report respectively and has been prepared in accordance with the transitional arrangements of IFRS 1. IFRS 1 transitional arrangements IFRS 1 First Time Adoption of International Financial Reporting Standards permits companies to make certain exemptions from the full requirements of IFRS. The following exemptions have been applied to the financial information: a) Business combinations - the Group has chosen not to restate business combinations prior to the transition date, 1 April 2004; b) Fair value or revaluation at deemed cost - the Group has chosen to restate freehold properties, other than the Stock Exchange Tower which has since been sold, to fair value as deemed cost at the transition date; c) Employee benefits - the Group has chosen to recognise all cumulative pension scheme actuarial gains and losses in equity at the transition date; and d) Share-based payments - the Group has chosen to apply IFRS 2 Share-based payments to awards granted after 7 November 2002. Main accounting policies The following are the more important accounting policies in the context of the Group's operations. Basis of accounting and consolidation The financial statements are prepared in accordance with applicable International Financial Reporting Standards under the historical cost convention modified for the revaluation of property and the revaluation of financial assets and financial liabilities (including derivative financial instruments) at fair value. The consolidated financial statements include the accounts of all subsidiaries using the purchase method. Revenue Revenue represents the total amount receivable for the provision of goods and services, excluding value added tax. Revenue is recognised in the period when the service or supply is provided: a) annual fees are recognised over the 12 month period to which the fee relates; b) admission fees are recognised at the time of admission to trading; c) data, transaction and Exchange charges are recognised in the month in which the data is provided or the transaction is effected. Foreign currencies The consolidated financial statements are presented in sterling, which is the Group's presentational currency. Transactions in foreign currencies and currency balances at the year end are converted at the rate ruling at the transaction date or year end date respectively. Intangible assets a) Goodwill arising on the acquisition of subsidiaries represents the excess of consideration paid over the fair value of net assets acquired. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. b) Third party software costs for the development and implementation of systems which enhance the services provided by the Group are capitalised and amortised over their estimated useful lives, which is an average of three years. Property, plant and equipment a) Freehold properties, including related fixed plant, are included in the financial statements at deemed cost less accumulated depreciation and any provision for impairment. Freehold buildings and related fixed plant are depreciated to residual value, based on deemed cost at the beginning of the year plus subsequent additions, over their estimated economic lives. The economic lives of properties are for approximately 50 years, the estimated useful lives of fixed plant range from five to 20 years; b) Leasehold properties and improvements are included at cost and depreciated to residual value over the shorter of the period of the lease or the economic life of the asset; c) Plant and equipment is stated at cost and is depreciated to residual value on a straight line basis over the estimated useful lives of the assets, which are mainly in the range from three to five years; d) The Group selects its depreciation rates based on expected economic lives, taking into account the expected rate of technological developments, market requirements and expected use of the assets. The selected rates are regularly reviewed to ensure they remain appropriate to the Group's circumstances. Residual values and economic lives are reviewed at each balance sheet date. Joint ventures Investments in joint ventures are accounted for under the equity method and are initially recognised at cost. The Group's share of profits or losses from joint ventures is included in the consolidated income statement. Cumulative post-acquisition movements are adjusted against the carrying amount of the investment in the Group's balance sheet. Investments in subsidiaries Investments in subsidiaries are accounted for at cost in the Company's financial statements. Financial instruments a) Investments (other than fixed deposits and interests in joint ventures and subsidiaries) are designated as available for sale and are recorded on trade date at fair value with changes in fair value recognised in equity. Where the fair value is not reliably measurable, the investment is held at cost. b) Foreign currency derivatives are recorded at fair value. The method of recording gains or losses depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item hedged. The Group designates foreign currency derivatives as cash flow hedges with the movement in fair value recognised in equity. Amounts recognised in equity are transferred to the income statement when the hedged item is recognised in the income statement. c) The Company's own shares held by the ESOP trust are deducted from equity until they vest unconditionally in employees. d) Consideration paid in respect of Treasury shares is deducted from equity until the shares are cancelled, reissued or disposed of. Provisions A provision is recognised where there is a present obligation, whether legal or constructive, as a result of a past event for which it is probable that a transfer of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Operating leases Rental costs for operating leases are charged to the income statement when incurred. Lease incentives are spread over the term of the lease. Provision is made in the accounts for lease commitments, less income from sub-letting, for property space which is surplus to business requirements. Pension costs The Group operates defined benefit and defined contribution pension schemes. The operating and financing costs are recognised separately in the income statement with service costs charged systematically over service lives of employees and financing costs recognised as they arise. For the defined benefit scheme actuarial gains and losses are recognised at each period end in the statement of recognised income and expense. The net asset or liability recognised on the balance sheet for the defined benefit scheme comprises the present value of future pension obligations and the far value of scheme assets. For defined contribution schemes, the expense is charged to the income statement as incurred. Deferred taxation Full provision is made, using the liability method, for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred taxation is determined using tax rates expected to apply when the asset is realised or liability settled. Deferred tax assets are recognised to the extent that they are recoverable against future taxable profits. Share based compensation The Group operates a number of equity settled share based compensation plans for employees. The charge to the income statement is determined by the fair value of the options granted or shares awarded at the date of grant and recognised over the vesting period. IFRS FINANCIAL INFORMATION - YEAR ENDED 31 MARCH 2005 Consolidated income statement Year ended 31 March 2005 Adjustments UK GAAP (see attached) IFRS ______________ __________________ ___________ £m £m £m Revenue 244.4 - 244.4 Expenses (164.4) 4.6 (159.8) ______________ __________________ ___________ Operating profit (before exceptional items) 80.0 4.6 84.6 Exceptional items 0.4 (0.5) (0.1) ______________ __________________ ___________ Operating profit 80.4 4.1 84.5 Finance income ______________ __________________ ___________ Finance income 9.0 10.2 19.2 Finance costs (2.0) (10.7) (12.7) ______________ __________________ ___________ Net finance income 7.0 (0.5) 6.5 Share of profit of joint venture 1.7 (0.6) 1.1 Investment income - 0.1 0.1 ______________ __________________ ___________ Profit before taxation 89.1 3.1 92.2 Taxation (27.6) (0.1) (27.7) ______________ __________________ ___________ Profit after taxation 61.5 3.0 64.5 Minority interests 0.7 (0.2) 0.5 ______________ __________________ ___________ Profit for the financial year attributable to equity holders 62.2 2.8 65.0 ______________ __________________ ___________ Basic earnings per share 23.1p 24.2p Diluted earnings per share 22.9p 23.9p Dividend per share (in respect of financial year, excluding special dividend) 7.0p 7.0p Consolidated income statement Year ended 31 March 2005 UK GAAP IFRS Adjustments IFRS ____________________________________________________________________________ Share As Employee Freehold based Investment Joint Total As reported benefits properties Leases Goodwill payments income venture Adj. restated (a) (b) (c) (d) (e) (f) (g) _________ ____________________________________________________________________ ______ __________ £m £m £m £m £m £m £m £m £m £m Revenue 244.4 - - - - - - - - 244.4 Expenses (164.4) 2.7 2.2 (1.3) 2.0 (1.0) - - 4.6 (159.8) _________ ____________________________________________________________________ ______ __________ Operating profit (before exceptional items) 80.0 2.7 2.2 (1.3) 2.0 (1.0) - - 4.6 84.6 Exceptional items 0.4 - (0.5) - - - - - (0.5) (0.1) _________ ____________________________________________________________________ ______ __________ Operating profit 80.4 2.7 1.7 (1.3) 2.0 (1.0) - - 4.1 84.5 Finance income _________ ____________________________________________________________________ ______ __________ Finance income 9.0 10.2 - - - - - - 10.2 19.2 Finance costs (2.0) (10.7) - - - - - - (10.7) (12.7) _________ ____________________________________________________________________ ______ __________ Net finance income 7.0 (0.5) - - - - - - (0.5) 6.5 Share of profit of joint venture 1.7 - - - - - (0.1) (0.5) (0.6) 1.1 Investment income - - - - - - 0.1 - 0.1 0.1 _________ ____________________________________________________________________ ______ __________ Profit before taxation 89.1 2.2 1.7 (1.3) 2.0 (1.0) - (0.5) 3.1 92.2 Taxation (27.6) (0.7) (0.3) 0.4 (0.3) 0.3 - 0.5 (0.1) (27.7) _________ ____________________________________________________________________ ______ __________ Profit after taxation 61.5 1.5 1.4 (0.9) 1.7 (0.7) - - 3.0 64.5 Minority interests 0.7 - - - (0.2) - - - (0.2) 0.5 _________ ____________________________________________________________________ ______ __________ Profit for the financial year 62.2 1.5 1.4 (0.9) 1.5 (0.7) - - 2.8 65.0 attributable to equity holders _________ ____________________________________________________________________ ______ __________ Consolidated balance sheet 31 March 2005 Adjustments UK GAAP (see attached) IFRS ___________ _______________ __________ £m £m £m ASSETS Non-current assets Property, plant and equipment 114.9 (43.2) 71.7 Intangible assets 27.5 37.5 65.0 Available for sale investments 0.4 - 0.4 Investment in joint venture 1.6 0.6 2.2 Deferred tax asset 1.4 13.4 14.8 ___________ _______________ __________ 145.8 8.3 154.1 ___________ _______________ __________ Current assets Trade and other receivables 97.0 (15.1) 81.9 Cash and cash equivalents 124.4 - 124.4 ___________ _______________ __________ 221.4 (15.1) 206.3 ___________ _______________ __________ Total assets 367.2 (6.8) 360.4 ___________ _______________ __________ LIABILITIES Current liabilities Trade and other payables 59.3 (10.2) 49.1 Current tax 13.0 - 13.0 Borrowings 2.8 - 2.8 Provisions for other liabilities and charges - 11.9 11.9 ___________ _______________ __________ 75.1 1.7 76.8 ___________ _______________ __________ Non-current liabilities Borrowings 0.5 - 0.5 Retirement benefit obligations - 18.7 18.7 Provisions for other liabilities and charges 40.0 (11.9) 28.1 ___________ _______________ __________ 40.5 6.8 47.3 ___________ _______________ __________ Total liabilities 115.6 8.5 124.1 ___________ _______________ __________ NET ASSETS 251.6 (15.3) 236.3 ___________ _______________ __________ EQUITY Equity attributable to the Company's equity holders Share capital 14.9 - 14.9 Retained earnings 233.6 (13.3) 220.3 Revaluation reserve 2.2 (2.2) - ___________ _______________ __________ 250.7 (15.5) 235.2 Minority interest 0.9 0.2 1.1 ___________ _______________ __________ Total equity 251.6 (15.3) 236.3 ___________ _______________ __________ Consolidated balance sheet 31 March 2005 UK GAAP IFRS adjustments IFRS _______________________________________________________________________________________ Empl- Free- Share oyee hold based Joint As bene- proper- Good- pay- ven- Divi- Soft- Provi- Total As reported fits ties Leases will ments ture dend ware sions Debtors Adj. restated (a) (b) (c) (d) (e) (g) (h) (i) (j) (k) ___________ _______________________________________________________________________________ ______ _________ £m £m £m £m £m £m £m £m £m £m £m £m £m ASSETS Non-current assets Property, plant and equipment 114.9 - (7.7) - - - - - (35.5) - - (43.2) 71.7 Intangible assets 27.5 - - - 2.0 - - - 35.5 - - 37.5 65.0 Available for sale investments 0.4 - - - - - - - - - - - 0.4 Investment in joint venture 1.6 - - - - - 0.6 - - - - 0.6 2.2 Deferred tax asset 1.4 10.0 2.5 0.7 (0.3) 0.5 - - - - - 13.4 14.8 ___________ _______________________________________________________________________________ ______ _________ 145.8 10.0 (5.2) 0.7 1.7 0.5 0.6 - - - - 8.3 154.1 Current assets Trade and other receivables 97.0 (14.5) - - - - (0.6) - - - - (15.1) 81.9 Cash and cash equivalents 124.4 - - - - - - - - - - - 124.4 ___________ _______________________________________________________________________________ ______ _________ 221.4 (14.5) - - - - (0.6) - - - - (15.1) 206.3 Total assets 367.2 (4.5) (5.2) 0.7 1.7 0.5 - - - - - (6.8) 360.4 ___________ _______________________________________________________________________________ ______ _________ LIABILITIES Current liabilities Trade and other payables 59.3 - - 2.4 - - - (12.6) - - - (10.2) 49.1 Current tax 13.0 - - - - - - - - - - - 13.0 Borrowings 2.8 - - - - - - - - - - - 2.8 Provisions for other liabilities and charges - - - - - - - - - 11.9 - 11.9 11.9 ___________ _______________________________________________________________________________ ______ _________ 75.1 - - 2.4 - - - (12.6) - 11.9 - 1.7 76.8 Non-current liabilities Borrowings 0.5 - - - - - - - - - - - 0.5 Retirement benefit obligations - 18.7 - - - - - - - - - 18.7 18.7 Provisions for other liabilities and charges 40.0 - - - - - - - - (11.9) - (11.9) 28.1 ___________ _______________________________________________________________________________ ______ _________ 40.5 18.7 - - - - - - - (11.9) - 6.8 47.3 Total liabilities 115.6 18.7 - 2.4 - - - (12.6) - - - 8.5 124.1 NET ASSETS 251.6 (23.2) (5.2) (1.7) 1.7 0.5 - 12.6 - - - (15.3) 236.3 ___________ _______________________________________________________________________________ ______ _________ EQUITY Equity attributable to the Company's equity holders Share capital 14.9 - - - - - - - - - - - 14.9 Retained earnings 233.6 (23.2) (3.0) (1.7) 1.5 0.5 - 12.6 - - - (13.3) 220.3 Revaluation reserve 2.2 - (2.2) - - - - - - - - (2.2) - ___________ _______________________________________________________________________________ ______ _________ 250.7 (23.2) (5.2) (1.7) 1.5 0.5 - 12.6 - - - (15.5) 235.2 Minority interest 0.9 - - - 0.2 - - - - - - 0.2 1.1 ___________ _______________________________________________________________________________ ______ _________ Total equity 251.6 (23.2) (5.2) (1.7) 1.7 0.5 - 12.6 - - - (15.3) 236.3 ___________ _______________________________________________________________________________ ______ _________ Consolidated cash flow statement Year ended 31 March 2005 UK GAAP Adjustments IFRS ______________ __________________ ___________ £m £m £m Cash flow from operating activities Cash generated from operations 95.4 - 95.4 Interest received 8.1 - 8.1 Interest paid (0.2) - (0.2) Corporation tax paid (24.3) - (24.3) ______________ __________________ ___________ Net cash inflow from operating activities 79.0 - 79.0 Cash flow from investing activities Purchase of property, plant and equipment (40.8) 18.5 (22.3) Purchase of intangible assets - (18.5) (18.5) Receipts from disposal of Stock Exchange Tower 32.3 - 32.3 Dividends received from joint venture 1.3 - 1.3 Dividends received from financial assets 0.1 - 0.1 ______________ __________________ ___________ Net cash outflow from investing activities (7.1) - (7.1) Cash flow from financing activities Dividends paid (177.6) - (177.6) Issue of ordinary share capital to minority interest 0.2 - 0.2 Loans received from minority shareholder 0.3 - 0.3 Redemption of loan notes (1.5) - (1.5) Purchase of own shares by ESOP trust (2.5) - (2.5) Proceeds from own shares on exercise of employee share options 5.7 - 5.7 Decrease/(increase) in term deposits 103.5 (103.5) - ______________ __________________ ___________ Net cash outflow from financing activities (71.9) (103.5) (175.4) ______________ __________________ ___________ Decrease in cash and cash equivalents - (103.5) (103.5) Cash and cash equivalents at beginning of year 4.9 223.0 227.9 ______________ __________________ ___________ Cash and cash equivalents at end of year 4.9 119.5 124.4 ______________ __________________ ___________ IFRS FINANCIAL INFORMATION - SIX MONTHS ENDED 30 SEPTEMBER 2004 Consolidated income statement Six months ended 30 September 2004 Adjustments UK GAAP (see attached) IFRS ______________ __________________ ___________ £m £m £m Revenue 118.3 - 118.3 Expenses (80.1) 2.7 (77.4) ______________ __________________ ___________ Operating profit (before exceptional items) 38.2 2.7 40.9 Exceptional items 5.0 (0.5) 4.5 ______________ __________________ ___________ Operating profit 43.2 2.2 45.4 ______________ __________________ ___________ Finance income Finance income 5.1 5.1 10.2 Finance costs (1.0) (5.4) (6.4) ______________ __________________ ___________ Net finance income 4.1 (0.3) 3.8 Share of profit of joint venture 0.9 (0.3) 0.6 Investment income - 0.1 0.1 ______________ __________________ ___________ Profit before taxation 48.2 1.7 49.9 Taxation (13.7) (0.1) (13.8) ______________ __________________ ___________ Profit after taxation 34.5 1.6 36.1 Minority interests 0.3 (0.1) 0.2 ______________ __________________ ___________ Profit for the financial period attributable to equity holders 34.8 1.5 36.3 ______________ __________________ ___________ Basic earnings per share 12.2p 12.8p Diluted earnings per share 12.1p 12.7p Dividend per share (in respect of financial period, excluding special dividend) 2.0P 2.0P Consolidated income statement Six months ended 30 September 2004 UK GAAP IFRS Adjustments IFRS ____________________________________________________________________________ Share As Employee Freehold based Investment Joint Total As reported benefits properties Leases Goodwill payments income venture Adj. restated (a) (b) (c) (d) (e) (f) (g) _________ ____________________________________________________________________ ______ __________ £m £m £m £m £m £m £m £m £m £m Revenue 118.3 - - - - - - - - 118.3 Expenses (80.1) 1.6 1.2 (0.7) 0.9 (0.3) - - 2.7 (77.4) _________ ____________________________________________________________________ ______ __________ Operating profit (before exceptional items) 38.2 1.6 1.2 (0.7) 0.9 (0.3) - - 2.7 40.9 Exceptional items 5.0 - (0.5) - - - - - (0.5) 4.5 _________ ____________________________________________________________________ ______ __________ Operating profit 43.2 1.6 0.7 (0.7) 0.9 (0.3) - - 2.2 45.4 Finance income _________ ____________________________________________________________________ ______ __________ Finance income 5.1 5.1 - - - - - - 5.1 10.2 Finance costs (1.0) (5.4) - - - - - - (5.4) (6.4) _________ ____________________________________________________________________ ______ __________ Net finance income 4.1 (0.3) - - - - - - (0.3) 3.8 Share of profit of joint venture 0.9 - - - - - (0.1) (0.2) (0.3) 0.6 Investment income - - - - - - 0.1 - 0.1 0.1 _________ ____________________________________________________________________ ______ __________ Profit before taxation 48.2 1.3 0.7 (0.7) 0.9 (0.3) - (0.2) 1.7 49.9 Taxation (13.7) (0.4) (0.1) 0.2 (0.1) 0.1 - 0.2 (0.1) (13.8) _________ ____________________________________________________________________ ______ __________ Profit after taxation 34.5 0.9 0.6 (0.5) 0.8 (0.2) - - 1.6 36.1 Minority interests 0.3 - - - (0.1) - - - (0.1) 0.2 _________ ____________________________________________________________________ ______ __________ Profit for the financial period attributable to equity holders 34.8 0.9 0.6 (0.5) 0.7 (0.2) - - 1.5 36.3 _________ ____________________________________________________________________ ______ __________ Consolidated balance sheet 30 September 2004 Adjustments UK GAAP (see attached) IFRS ______________ __________________ ___________ £m £m £m ASSETS Non-current assets Property, plant and equipment 115.2 (44.6) 70.6 Intangible assets 29.5 36.8 66.3 Available for sale investments 0.4 - 0.4 Investment in joint venture 1.7 - 1.7 Trade and other receivables - 30.9 30.9 Deferred tax asset 2.6 13.2 15.8 ______________ __________________ ___________ 149.4 36.3 185.7 ______________ __________________ ___________ Current assets Trade and other receivables 88.9 (45.3) 43.6 Cash and cash equivalents 117.7 - 117.7 ______________ __________________ ___________ 206.6 (45.3) 161.3 ______________ __________________ ___________ Total assets 356.0 (9.0) 347.0 ______________ __________________ ___________ LIABILITIES Current liabilities Trade and other payables 59.7 (3.3) 56.4 Current tax 13.2 - 13.2 Borrowings 3.2 - 3.2 Provisions for other liabilities and charges - 7.9 7.9 ______________ __________________ ___________ 76.1 4.6 80.7 ______________ __________________ ___________ Non-current liabilities Borrowings 0.5 - 0.5 Retirement benefit obligations - 18.3 18.3 Provisions for other liabilities and charges 43.9 (7.9) 36.0 ______________ __________________ ___________ 44.4 10.4 54.8 ______________ __________________ ___________ Total liabilities 120.5 15.0 135.5 ______________ __________________ ___________ NET ASSETS 235.5 (24.0) 211.5 ______________ __________________ ___________ EQUITY Equity attributable to the Company's equity holders Share capital 14.9 - 14.9 Retained earnings 217.6 (21.8) 195.8 Revaluation reserve 2.3 (2.3) - ______________ __________________ ___________ 234.8 (24.1) 210.7 Minority interest 0.7 0.1 0.8 ______________ __________________ ___________ Total equity 235.5 (24.0) 211.5 ______________ __________________ ___________ Consolidated balance sheet 30 September 2004 UK GAAP IFRS Adjustments IFRS ________________________________________________________________________________________ Empl- Free- Share oyee hold based Joint As bene- proper- Good- pay- ven- Divi- Soft- Provi- Total As reported fits ties Leases will ments ture dend ware sions Debtors Adj. restated (a) (b) (c) (d) (e) (g) (h) (i) (j) (k) _________ ________________________________________________________________________________ ______ ______ £m £m £m £m £m £m £m £m £m £m £m £m £m ASSETS Non-current assets Property, plant and equipment 115.2 - (8.7) - - - - - (35.9) - - (44.6) 70.6 Intangible assets 29.5 - - - 0.9 - - - 35.9 - - 36.8 66.3 Available for sale investments 0.4 - - - - - - - - - - - 0.4 Investment in joint venture 1.7 - - - - - - - - - - - 1.7 Trade and other receivables - - - - - - - - - - 30.9 30.9 30.9 Deferred tax asset 2.6 9.8 2.7 0.5 (0.1) 0.3 - - - - - 13.2 15.8 _________ ________________________________________________________________________________ ______ ______ 149.4 9.8 (6.0) 0.5 0.8 0.3 - - - - 30.9 36.3 185.7 Current assets Trade and other receivables 88.9 (14.4) - - - - - - - - (30.9) (45.3) 43.6 Cash and cash equivalents 117.7 - - - - - - - - - - - 117.7 _________ ________________________________________________________________________________ ______ ______ 206.6 (14.4) - - - - - - - - (30.9) (45.3) 161.3 Total assets 356.0 (4.6) (6.0) 0.5 0.8 0.3 - - - - - (9.0) 347.0 _________ ________________________________________________________________________________ ______ ______ LIABILITIES Current liabilities Trade and other payables 59.7 - - 1.8 - - - (5.1) - - - (3.3) 56.4 Current tax 13.2 - - - - - - - - - - - 13.2 Borrowings 3.2 - - - - - - - - - - - 3.2 Provisions for other liabilities and charges - - - - - - - - - 7.9 - 7.9 7.9 _________ ________________________________________________________________________________ ______ ______ 76.1 - - 1.8 - - - (5.1) - 7.9 - 4.6 80.7 Non-current liabilities Borrowings 0.5 - - - - - - - - - - - 0.5 Retirement benefit obligations - 18.3 - - - - - - - - - 18.3 18.3 Provisions for other liabilities and charges 43.9 - - - - - - - - (7.9) - (7.9) 36.0 _________ ________________________________________________________________________________ ______ ______ 44.4 18.3 - - - - - - - (7.9) - 10.4 54.8 Total liabilities 120.5 18.3 - 1.8 - - - (5.1) - - - 15.0 135.5 _________ ________________________________________________________________________________ ______ ______ NET ASSETS 235.5 (22.9) (6.0) (1.3) 0.8 0.3 - 5.1 - - - (24.0) 211.5 _________ ________________________________________________________________________________ ______ ______ EQUITY Equity attributable to the Company's equity holders Share capital 14.9 - - - - - - - - - - - 14.9 Retained earnings 217.6 (22.9) (3.7) (1.3) 0.7 0.3 - 5.1 - - - (21.8) 195.8 Revaluation reserve 2.3 - (2.3) - - - - - - - - (2.3) - _________ ________________________________________________________________________________ ______ ______ 234.8 (22.9) (6.0) (1.3) 0.7 0.3 - 5.1 - - - (24.1) 210.7 Minority interest 0.7 - - - 0.1 - - - - - - 0.1 0.8 _________ ________________________________________________________________________________ ______ ______ Total equity 235.5 (22.9) (6.0) (1.3) 0.8 0.3 - 5.1 - - - (24.0) 211.5 _________ ________________________________________________________________________________ ______ ______ Consolidated cash flow statement Six months ended 30 September 2004 UK GAAP Adjustments IFRS ______________ __________________ ___________ £m £m £m Cash flow from operating activities Cash generated from operations 59.0 - 59.0 Interest received 5.7 - 5.7 Corporation tax paid (11.7) - (11.7) ______________ __________________ ___________ Net cash inflow from operating activities 53.0 - 53.0 Cash flow from investing activities Purchase of property, plant and equipment (26.2) 10.5 (15.7) Purchase of intangible assets - (10.5) (10.5) Receipts from disposal of Stock Exchange Tower 32.9 - 32.9 Dividends received from joint venture 1.3 - 1.3 Dividends received from financial assets 0.1 - 0.1 ______________ __________________ ___________ Net cash inflow from investing activities 8.1 - 8.1 Cash flow from financing activities Dividends paid (172.5) - (172.5) Loans received from minority shareholder 0.3 - 0.3 Redemption of loan notes (1.5) - (1.5) Proceeds from own shares on exercise of employee share options 2.4 - 2.4 Decrease/(increase) in term deposits 112.0 (112.0) - ______________ __________________ ___________ Net cash outflow from financing activities (59.3) (112.0) (171.3) ______________ __________________ ___________ (Decrease)/increase in cash and cash equivalents 1.8 (112.0) (110.2) Cash and cash equivalents at beginning of period 4.9 223.0 227.9 ______________ __________________ ___________ Cash and cash equivalents at end of period 6.7 111.0 117.7 ______________ __________________ ___________ IFRS FINANCIAL INFORMATION - YEAR ENDED 31 MARCH 2005 IFRS Adjustments 1. Explanation of adjustments between UK GAAP and IFRS a) IAS 19 Employee benefits The Group has elected to recognise the defined benefit pension scheme deficit in full in the Group balance sheet at transition date (1 April 2004). The charge to the income statement is the current period's service charge and a financing charge for unwinding the discount applied to liabilities and the expected return on pension scheme assets. The impact on the income statement is to increase operating profit for the year ended 31 March 2005 by £2.7m (six months ended 30 September 2004: £1.6m) and reduce net finance income for the year ended 31 March 2005 by £0.5m (six months ended 30 September 2004: £0.3m). After the associated tax there is an increase in net profit for the year ended 31 March 2005 of £1.5m (six months ended 30 September 2004: £0.9m). The impact on the balance sheet is to reduce equity shareholders' funds at 31 March 2005 by £23.2m (30 September 2004: £22.9m). b) IAS 16 Freehold properties Under the transitional arrangements set out in IFRS 1 the Group has elected to restate freehold properties other than the Stock Exchange Tower to fair value at the date of transition, resulting in a reduction in the balance sheet carrying amount. This lower carrying amount, together with the requirement to update residual values to reflect current prices, has the effect of reducing depreciation compared with UK GAAP. The impact on the income statement is to reduce the depreciation charge in respect of remaining freehold properties for the year ended 31 March 2005 by £1.7m (six months ended 30 September 2004: £0.7m). In relation to the Stock Exchange Tower, there is a reduction in depreciation charge and corresponding reduction to the profit on sale of the Tower for the year ended 31 March 2005 and six months ended 30 September 2004 of £0.5m. After the associated tax there is an increase in net profit for the year ended 31 March 2005 of £1.4m (six months ended 30 September 2004: £0.6m). Equity shareholders' funds are £5.2m lower at 31 March 2005 (30 September 2004: £6.0m) as a result of the restated values of freehold properties as at 31 March 2004, partly offset by the lower depreciation charge in the year ended 31 March 2005. c) IAS 17 Leases All leases have been reviewed and remain as operating leases. Lease incentives under IFRS are spread over the term of the lease, whereas, under UK GAAP, they were spread over the period to the first rent review. This results in an increased charge to the income statement and consequent higher balance sheet accrual. The impact on the income statement is to reduce operating profit for the year ended 31 March 2005 by £1.3m (six months ended 30 September 2004: £0.7m). After the associated tax there is a reduction in net profit for the year ended 31 March 2005 of £0.9m (six months ended 30 September 2004: £0.5m). Equity shareholders' funds at 31 March 2005 are £1.7m lower (30 September 2004: £1.3m). d) IFRS 3 Goodwill Under IFRS 3, goodwill is not amortised but is tested annually for impairment. On the balance sheet, under IFRS, goodwill is held at the UK GAAP carrying value at transition date less any subsequent impairments. The effect is to increase operating profit for the year ended 31 March 2005 by £2.0m (six months ended 30 September 2004: £0.9m). After the associated tax and minority interest, the increase in net profit for the year ended 31 March 2005 is £1.5m (six months ended 30 September 2004: £0.7m). The impact on the balance sheet is to increase equity shareholders' funds at 31 March 2005 by £1.5m (30 September 2004: £0.7m). e) IFRS 2 Share based payments Under IFRS 2, charges to the income statement are based on the fair value of the instrument granted determined using an option pricing model. Under UK GAAP, the charge was based on the difference between the market price on the date of grant and the exercise price. The balance sheet is adjusted to reflect the additional deferred tax arising from the increased charge to the income statement. This reduces operating profit for the year ended 31 March 2005 by £1.0m (six months ended 30 September 2004: £0.3m). After the associated tax there is a reduction in net profit for the year ended 31 March 2005 of £0.7m (six months ended 30 September 2004: £0.2m). Recognition of deferred tax on the additional charge to the income statement results in an increase in equity shareholders' funds at 31 March 2005 of £0.5m (30 September 2004: £0.3m). f) Investment income Under UK GAAP income from fixed asset investments was reported within Share of operating profit of joint venture and income from other fixed asset investments. Under IFRS, it is reported separately. This results in a reclassification to the Investment income heading for the year ended 31 March 2005 of £0.1m (six months ended 30 September 2004: £0.1m) but has no impact on profit. g) IAS 31 Joint Ventures There are three presentational changes in respect of joint ventures: 1. The share of joint venture revenue is not reported within Group revenue although details of joint venture turnover will be reported within the notes to the accounts. 2. Under UK GAAP the Group's share of joint venture income is reported pre-tax with the Group's share of joint venture's tax reported within the Group tax charge. Under IFRS, the Group's share of joint venture's income is reported net of tax within profit before taxation. 3. As dividends receivable from joint ventures are recognised when declared rather than in the period to which they relate under UK GAAP, there is a reduction to trade and other receivables in respect of dividends declared and a corresponding increase in investment in joint venture. The impact on the income statement is to reduce profit before tax for the year ended 31 March 2005 by £0.5m (six months ended 30 September 2004: £0.2m) but with a corresponding reduction to the taxation charge such that there is no overall impact on net profit. In the balance sheet there is an increase in investment in joint venture and a corresponding reduction in debtors at 31 March 2005 of £0.6m (30 September 2004: nil). h) IAS 10 Dividends Under IAS 10, dividends are recognised in the financial statements when declared rather than in the period to which they relate. The impact on the balance sheet is to increase equity shareholders' funds by the amount of dividends declared after 31 March 2005 of £12.6m (30 September 2004: £5.1m) i) IAS 38 Intangible assets Under UK GAAP software development costs were capitalised within plant and equipment but under IFRS are required to be disclosed as intangible assets. There is no impact on the income statement, but in the balance sheet these assets are reclassified from property, plant and equipment to intangible assets. The amount transferred at 31 March 2005 is £35.5m (30 September 2004: £35.9m). j) Provisions Under UK GAAP, provisions are shown as a single amount but under IFRS are analysed between those amounts due in less than one year and those due in more than one year. There is no impact on the income statement. In the balance sheet there is a reclassification to report separately the amount due within one year which at 31 March 2005 is £11.9m (30 September 2004: £7.9m). k) Debtors Under UK GAAP, all receivables are shown within current assets but under IFRS receivables due in more than one year are reported within non-current assets. In the balance sheet there is a reclassification from current to non-current assets at 31 March 2005 of nil (30 September 2004: £30.9m) representing the remaining proceeds from the sale of the Tower due in December 2005. 2. Explanation of adjustments to the cash flow statement Under UK GAAP the cash flow statement presented the movement in cash balances, analysed between nine categories of cash flow. Under IFRS, the cash flow statement presents the movement in cash and cash equivalents analysed between operating, investing and financing activities. The principal consequences of these differences are that cash and cash equivalents under IFRS includes term deposits which were included in management of liquid resources under UK GAAP, and corporation tax paid, interest received and interest paid are classified within operating activities for IFRS purposes. As software developments are reported as intangible assets under IFRS, expenditure on these is separately reported in the cash flow statement as purchase of intangible assets. This information is provided by RNS The company news service from the London Stock Exchange
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