Year End Results 2014

RNS Number : 8077F
Man Group plc
25 February 2015
 



Press Release

25 February 2015

RESULTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014

 

Key points

·     Fund under Management (FUM) up 35% to $72.9 billion (31 December 2013: $54.1 billion)

Gross sales up 36% to $21.9 billion (2013: $16.1 billion)

Redemptions down 6% to $18.6 billion (2013: $19.7 billion)

Net inflows of $3.3 billion (2013: net outflows $3.6 billion)

Investment movement of $3.6 billion (2013: $4.3 billion)

FX translation effects and other movements of -$4.3 billion (2013: -$3.6 billion)

Acquisition of Numeric (a US based quant manager) and Pine Grove (a US based fund of fund credit manager) completed during the year, adding $16.2 billion to FUM

·     Adjusted profit before tax (PBT) up 62% to $481 million in 2014 (2013: $297 million) due to:

Higher performance fees and cost savings 

Partially offset by a decrease in management fees linked to a decline in the blended management fee margin due to a change in product and business mix

·     Statutory PBT for the year ended 31 December 2014 of $384 million (2013: $56 million)

·     $270 million cost savings programme completed ahead of schedule

·     Proposed final dividend of 6.1 cents per share bringing total dividend for the year to 10.1 cents (2013: 7.9 cents)

·     Intention to repurchase $175 million of shares

·     Surplus regulatory capital of $419 million at 31 December 2014 (2013: $760m); $350 million pro-forma for acquisitions, final dividend and share repurchase

 

Summary financials

Page

ref.

Year ended
31 Dec 2014

Year ended
31 Dec 2013



$

$

Funds under management (end of period)

5

72.9bn

54.1bn

Gross management and other fees1

22,36

819m

979m

Performance fees2

22,36

367m

223m

External distribution costs

23,36

(104m)

(145m)

Net revenues


1,082m

1,057m

Compensation

23,37

(391m)

(445m)

Other costs (including asset services)

23,37,38

(201m)

(270m)

Net finance expense3

24,38

(9m)

(45m)

Adjusted profit before tax

24,35

481m

297m

     Net management fee income

25

198m

175m

    Net performance fees

25

283m

122m

Adjusting items4

24,35

(97m)

(241m)

Statutory profit before tax


384m

56m

Diluted statutory EPS

40,41

20.5c

2.9c

Adjusted diluted EPS

40,41

24.4c

14.1c

Adjusted diluted management fee EPS

40,41

10.1c

7.9c

 

1 Includes share of income from associates. 2 Includes income and gains on investments and other instruments. 3 Includes one-off costs related to buyback of debt of $28 million in the year to 31 December 2013. 4 The adjusting items in the year of $97 million, as detailed in Note 2 to the financial statements on page 35, relate to non-recurring items or those resulting from acquisition or disposal related transactions.

 

 

Post year end developments

·     Calendar year to 23 February 2015 performance for key AHL strategies: AHL Diversified 5.2%,
AHL Alpha 3.9%, AHL Evolution 7.1%, AHL Dimension 1.7%

At 31 January 2015, 74% ($10.6 billion) of AHL performance fee-eligible funds were above high water mark and 23% ($3.3 billion) within 5% of performance fee highs

·     Calendar year to 20 February 2015 performance for key GLG UCITS strategies: European Equity Alternative 2.9%, Global Convertibles 3.4%, Japan CoreAlpha 8.1%, Global Equity 4.1%.

At 31 January 2015, 14% ($1.6 billion) of GLG performance fee-eligible funds were above high water mark and 57% ($6.6 billion) within 5% of performance fee highs

·     Numeric's asset weighted outperformance at 23 February was 102 basis points before fees

·     Calendar year to 31 January 2015 performance for key FRM strategy of FRM Diversified II 0.5%

·     Guaranteed product re-gears of $200 million in total for January and February 2015 and a de-gear of $100 million for 1 March 2015

·     Acquisition of Silvermine (CLO manager) completed on 20 January 2015 and Bank of America Merrill Lynch fund of funds portfolio acquisition due to complete in Q2 2015

·     Acquisition of NewSmith, an equity investment manager based in London and Tokyo with $1.2 billion of funds under management, due to complete in Q2 2015

 

Manny Roman, Chief Executive Officer of Man, said:

"2014 marked a year of progress for the Group with strong performance at AHL, a full year of net inflows, the completion of the restructuring programme ahead of schedule and several key acquisitions and hires that have materially enhanced our investment capabilities and our North American business. We saw the benefits from these initiatives as FUM increased by 35% and adjusted profits by 62%.
 
Despite the strong performance across the AHL range in 2014 we do not expect to see a meaningful pick-up in demand for these products until later in the year, and this, coupled with a slowdown in sales across our discretionary strategies and the ongoing volatility of the markets in which we operate, means that we remain cautious in our near-term outlook.
 
After the significant progress made against our strategic objectives in 2014, however, we are better positioned as a group to grow our business profitably over time. We have a more diversified offering to clients and a range of attractive options for growth. If we are able to deliver superior risk adjusted returns for our clients, as we were able to in particular in our quantitative business last year, we will be able to leverage our global distribution to grow our assets steadily."

 

Dividend and share repurchase

The Board confirms that it will recommend a final dividend of 6.1 cents per share for the financial year to 31 December 2014, giving a total dividend of 10.1 cents per share for the year. This dividend will be paid at the rate of 3.95 pence per share.

Man's dividend policy is to pay at least 100% of adjusted management fee earnings per share in each financial year by way of ordinary dividend. In addition, the Group expects to generate significant surplus capital over time, primarily from net performance fee earnings. Available surpluses, after taking into account required capital (including accruals for future earn-out payments), potential strategic opportunities and a prudent buffer, will be distributed to shareholders over time, by way of higher dividend payments and/or share repurchases. Whilst the Board continues to consider dividends as the primary method of returning capital to shareholders, it will continue to execute share repurchases when advantageous.

In line with this policy it is our intention to launch a $175 million share repurchase programme to return surplus capital to shareholders, which will be conducted over the remainder of the year.

 

 

 

Dates for the 2014 final dividend

Ex-dividend date

23 April 2015

Record date

24 April 2015

Payment date

15 May 2015

 

 

Results presentation, audio webcast and dial in details
There will be a presentation by the management team at 10am (UK time) on 25 February 2015 at our City office; 2 Swan Lane, London, EC4R 3AD. A copy of the presentation will be made available on the Group's website at www.man.com. There will also be a live audio webcast available on https://www.man.com/GB/results and www.cantos.com which will also be available on demand from later in the day. The dial-in and replay telephone numbers are as follows:

Audio Details 

Participant Dial In Number(s)   

UK Toll / International:  +44 (0) 20 3003 2666

UK Toll Free:                      0808 109 0700

USA Toll Free:                    1 866 966 5335

 

Replay

UK Toll / International : +44 (0) 20 3350 6902

UK Toll Free:                      0800 640 1726

US Number:                       1 866 966 6340

Replay PIN :                        5038672#

 

Enquiries

Fiona Smart

Head of Investor Relations

+44 20 7144 2030

fiona.smart@man.com

 

Rosanna Konarzewski

Global Head of Communications

+44 20 7144 2078

Rosanna.konarzewski@man.com

 

Finsbury

James Bradley/ Michael Turner

+44 20 7251 3801

 

About Man

 

Man is a leading alternative investment management business with a diverse offering in hedge funds and long only products across equity, credit, managed futures, convertibles, emerging markets, global macro and multi-manager solutions. At 31 December 2014, Man managed $72.9 billion. The original business was founded in 1783. Today, Man is listed on the London Stock Exchange and is a member of the FTSE 250 Index with a market capitalisation of around £3.3 billion. Man also supports many awards, charities and initiatives around the world, including sponsoring the Man Booker literary prizes. Further information can be found at www.man.com.

 

 

 

 

 

Forward looking statements and other important information

 

This document contains forward-looking statements with respect to the financial condition, results and business of Man Group plc. By their nature, forward-looking statements involve risk and uncertainty and there may be subsequent variations to estimates. Man Group plc's actual future results may differ materially from the results expressed or implied in these forward-looking statements.

 

The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement. Nothing in this announcement should be construed as or is intended to be a solicitation for or an offer to provide investment advisory services.

 



FUNDS UNDER MANAGEMENT ANALYSIS

 

 

Three months to 31 December 2014











$bn

FUM at 30 September 2014

Sales

Reds

Net inflows/ (Outflows)

Investment movement

FX

Other

Acq.

FUM at 31 December 2014

Alternative

39.2

2.2

(3.0)

(0.8)

1.0

(0.9)

(0.3)

0.0

38.2

Quant (AHL / Numeric)

11.5

0.8

(0.4)

0.4

1.1

(0.3)

0.2

0.0

12.9

Discretionary (GLG)

16.3

1.0

(1.8)

(0.8)

(0.1)

(0.4)

(0.5)

0.0

14.5

Fund of funds (FRM)

11.4

0.4

(0.8)

(0.4)

0.0

(0.2)

0.0

0.0

10.8

Long Only

31.4

2.8

(1.8)

1.0

0.8

(1.0)

0.5

0.0

32.7

Quant (Numeric / AHL)

15.6

1.5

(0.4)

1.1

0.4

(0.4)

0.0

0.0

16.7

Discretionary (GLG)

15.8

1.3

(1.4)

(0.1)

0.4

(0.6)

0.5

0.0

16.0

Guaranteed

1.7

0.0

(0.1)

(0.1)

0.2

(0.1)

0.3

0.0

2.0

Total

72.3

5.0

(4.9)

0.1

2.0

(2.0)

0.5

0.0

72.9

 

 

Year to 31 December 2014

 

 

 

 

$bn

FUM at 31 December 2013

Sales

Reds

Net inflows / (Outflows)

Investment movement

FX

Other

Acq.

FUM at 31 December 2014

Alternative

36.5

13.1

(13.0)

0.1

2.5

(2.2)

(0.8)

2.1

38.2

Quant (AHL / Numeric)

8.9

3.6

(2.8)

0.8

2.3

(0.4)

0.2

1.1

12.9

Discretionary (GLG)

16.3

7.2

(5.9)

1.3

(0.5)

(1.3)

(1.3)

0.0

14.5

Fund of funds (FRM)

11.3

2.3

(4.3)

(2.0)

0.7

(0.5)

0.3

1.0

10.8

Long Only

15.3

8.8

(4.9)

3.9

0.8

(1.9)

0.5

14.1

32.7

Quant (Numeric / AHL)

1.5

2.3

(0.5)

1.8

0.0

(0.7)

0.0

14.1

16.7

Discretionary (GLG)

13.8

6.5

(4.4)

2.1

0.8

(1.2)

0.5

0.0

16.0

Guaranteed

2.3

0.0

(0.7)

(0.7)

0.3

(0.2)

0.3

0.0

2.0

Total

54.1

21.9

(18.6)

3.3

3.6

(4.3)

0.0

16.2

72.9

 

 



FUM by Manager

 

$bn

31 Dec 2014

30 Sep 2014

30 Jun 2014

31 Mar 2014

31 Dec 2013

AHL

14.4

13.3

12.1

11.3

11.9

AHL Diversified

4.7

4.4

4.3

4.4

5.6

AHL Alpha

3.1

2.8

2.1

2.1

2.3

AHL Evolution

2.8

2.3

1.7

1.3

1.1

AHL Dimension

1.8

1.3

1.3

1.2

0.9

MSS Europe

1.9

2.5

2.7

2.3

2.0

Other specialist styles

0.1

0.0

0.0

0.0

0.0

Numeric

16.7

15.1

n/a

n/a

n/a

Global

9.1

7.6

n/a

n/a

n/a

Emerging markets

1.9

2.1

n/a

n/a

n/a

US

4.3

4.1

n/a

n/a

n/a

Alternatives

1.4

1.3

n/a

n/a

n/a

GLG

30.5

32.2

34.1

32.7

30.2

Alternatives

14.5

16.4

18.1

18.2

16.4

Europe equity

3.8

5.8

6.4

6.4

4.8

North America equity

2.2

2.0

2.2

2.5

3.0

UK equity

0.3

0.3

0.3

0.3

0.3

Other equity

0.8

0.7

0.8

1.0

0.1

Convertibles

3.8

4.3

4.4

3.9

3.5

Market Neutral

0.9

1.1

1.2

1.1

1.0

US credit (Ore Hill)

0.8

0.8

0.8

0.7

0.9

European CLO (Pemba)

1.0

1.1

1.5

1.6

1.9

Multi-strategy

0.7

0.0

0.0

0.0

0.0

Macro & emerging markets

0.2

0.3

0.5

0.7

0.9

Long only

16.0

15.8

16.0

14.5

13.8

Japan equity

10.2

10.5

10.6

9.7

9.7

Global equity

1.3

1.4

1.5

1.5

1.4

Europe equity

1.1

1.1

1.2

1.1

1.2

UK equity

0.6

0.5

0.5

0.5

0.4

Fixed income

2.8

2.3

2.2

1.7

1.1

FRM

11.3

11.7

11.5

11.0

12.0

Infrastructure

1.8

2.1

2.4

2.2

2.0

Direct access

0.7

0.7

0.7

0.3

0.4

Segregated

3.3

3.4

3.0

3.0

3.4

Diversified FoHF

3.5

3.4

4.2

4.1

4.1

Thematic FoHF

1.5

1.6

0.9

0.9

1.4

Guaranteed

0.5

0.5

0.3

0.5

0.7

Total

72.9

72.3

57.7

55.0

54.1

 

 

 

 

 

Investment performance

 




 


Total Return

Annualised Return


3 months to 31 Dec 2014

12 months to 31 Dec 2014

3 years to 31 Dec 2014

5 years to 31 Dec 2014

AHL/MAN SYSTEMATIC STRATEGIES





AHL Diversified1

12.8%

33.8%

8.2%

6.7%

AHL Alpha2

9.2%

22.8%

6.5%

6.2%

AHL Evolution3

8.0%

20.3%

n/a

n/a

AHL Dimension4

6.1%

16.7%

7.4%

6.4%

MSS TailProtect5

-2.7%

-9.8%

-13.4%

n/a

MSS Europe6

0.8%

4.0%

15.1%

n/a

GLG ALTERNATIVES





Equity





Europe





GLG European Long Short Fund7

-0.3%

-5.2%

2.4%

4.4%

GLG European Equity Alternative UCITS Fund8

-0.5%

-6.3%

2.2%

n/a

GLG European Alpha Alternative UCITS Fund9

-0.7%

-1.3%

2.9%

2.7%

 

North America





GLG North American Opportunity Fund10

-0.4%

-1.3%

2.3%

2.3%

GLG North American Equity Alternative UCITS Fund11

-0.9%

-4.4%

-1.1%

n/a

UK





GLG Alpha Select Fund12

3.5%

3.9%

5.7%

2.4%

GLG Alpha Select UCITS Fund13

3.6%

4.2%

5.4%

n/a

Other equity alternatives





GLG Global Opportunity Fund14

-1.0%

-5.2%

1.1%

0.3%

Convertibles





GLG Global Convertible Fund15

0.4%

-0.5%

6.2%

3.1%

GLG Global Convertible UCITS Fund16

0.8%

0.7%

8.2%

4.7%

Market neutral





GLG Market Neutral Fund17

-7.0%

-7.4%

6.5%

10.2%

GLG European Distressed Fund18

-3.9%

-4.6%

8.1%

11.0%

Multi-strategy





GLG Multi-Strategy Fund19

2.1%

-0.9%

3.0%

3.6%

GLG LONG ONLY



GLG Japan CoreAlpha Equity Fund20

5.3%

7.7%

27.5%

11.2%

GLG Global Equity UCITS Fund21

2.5%

5.8%

16.9%

9.2%

GLG Strategic Bond Fund22

0.3%

4.5%

9.5%

n/a

GLG Undervalued Assets Fund23

0.8%

3.7%

n/a

n/a

FRM





AA Diversified24

0.3%

2.4%

2.3%

2.0%

FRM Diversified II25

0.3%

2.7%

3.5%

3.2%

FRM Dynamic Selection26

0.3%

2.5%

2.8%

1.7%








Investment performance (Cont'd)

 


Total return

Annualised return


3 months to 31 Dec 2014

12 months to
31 Dec 2014

3 years to
31 Dec 2014

5 years to
31 Dec 2014

NUMERIC ALTERNATIVES27,28





US Market Neutral

-0.3%

1.8%

2.2%

4.8%

World Market Neutral

0.9%

3.6%

6.0%

4.1%






NUMERIC LONG ONLY27,28





Global & International





Global Core

1.1%

7.5%

n/a

n/a

MSCI World

1.0%

4.9%

n/a

n/a

Relative Return

0.0%

2.6%

n/a

n/a

Europe Core (EUR)

-0.3%

9.3%

20.5%

12.6%

MSCI Europe

-0.1%

6.8%

14.5%

8.9%

Relative Return

-0.1%

2.5%

6.0%

3.6%

Japan Core (JPY)

6.4%

9.0%

28.3%

14.4%

MSCI Japan

6.7%

9.5%

27.2%

11.0%

Relative Return

-0.3%

-0.5%

1.2%

3.4%

International Small Cap

-1.4%

-3.4%

18.8%

n/a

Custom MSCI World Ex-US

-3.4%

-5.3%

13.3%

n/a

Relative Return

1.9%

1.9%

5.5%

n/a

Emerging Markets Alpha

-4.8%

8.6%

14.6%

n/a

MSCI Emerging Markets Alpha

-4.5%

-2.2%

4.0%

n/a

Relative Return

-0.3%

10.7%

10.6%

n/a

Emerging Markets Core

-4.1%

1.8%

n/a

n/a

MSCI Emerging Markets Alpha

-4.5%

-2.2%

n/a

n/a

Relative Return

0.4%

4.0%

n/a

n/a

US Large Cap





Core

5.5%

16.1%

24.2%

17.2%

Russell 1000

4.9%

13.2%

20.6%

15.6%

Relative Return

0.6%

2.8%

3.6%

1.6%

Value

5.0%

14.9%

24.0%

17.2%

Russell 1000 Value

5.0%

13.5%

20.9%

15.4%

Relative Return

0.0%

1.4%

3.1%

1.8%

All Cap Core

3.9%

12.5%

24.2%

18.0%

Russell 3000

5.2%

12.6%

20.5%

15.6%

Relative Return

-1.4%

-0.1%

3.7%

2.3%

Large Cap Core

6.1%

16.9%

24.9%

17.4%

S&P 500

4.9%

13.7%

20.4%

15.5%

Relative Return

1.1%

3.3%

4.5%

1.9%

US Small Cap





Small Cap Core

6.3%

4.2%

23.6%

19.4%

Russell 2000

9.7%

4.9%

19.2%

15.5%

Relative Return

-3.4%

-0.7%

4.4%

3.8%

Small Cap Value

5.6%

4.3%

22.6%

18.7%

Russell 2000 Value

9.4%

4.2%

18.3%

14.3%

Relative Return

-3.8%

0.1%

4.3%

4.5%

Small Cap Growth

7.1%

4.4%

24.7%

19.2%

Russell 2000 Growth

10.1%

5.6%

20.1%

16.8%

Relative Return

-2.9%

-1.2%

4.5%

2.4%



 

Investment performance (Cont'd)

 


Total return

Annualised return

 

 

3 months to 31 Dec 2014

12 months to
31 Dec 2014

3 years to
31 Dec 2014

5 years to
31 Dec 2014

 

 

Indices





 

World stocks29

3.2%

9.7%

17.8%

11.3%

 

World bonds30

2.7%

8.4%

4.3%

4.4%

 

Corporate bonds31

5.9%

17.3%

6.5%

9.9%

 






 

Hedge fund indices





 

HFRI Fund of Funds Composite Index32

0.8%

2.9%

5.5%

3.2%

 

HFRI Fund Weighted Composite Index32

0.5%

3.3%

6.2%

4.6%

 

HFRX Global Hedge Fund Index

-1.7%

-0.6%

3.2%

1.0%

 

 

Style indices





 

Barclay BTOP 50 Index33

7.7%

12.3%

3.6%

2.5%

 

HFRI Equity Hedge (Total) Index32

0.2%

2.0%

7.8%

4.9%

 

HFRI EH: Equity Market Neutral Index32

1.6%

3.5%

4.3%

2.7%

 

HFRI Macro (Total) Index32

2.9%

6.2%

1.8%

1.8%

 

HFRI Relative Value (Total) Index32

-0.7%

4.2%

7.3%

6.6%

 

 

 

 






Source: Man database, Bloomberg, MSCI and Source. There is no guarantee of trading performance and past or projected performance is not a reliable indicator of future performance. Returns may increase or decrease as a result of currency fluctuations.

 


 

1) Represented by Man AHL Diversified plc from 26 March 1996 to 29 October 2012, and by Man AHL Diversified (Guernsey) USD Shares - Class A from 30 October 2012 to date. The representative product was changed at the end of October 2012 due to legal and/or regulatory restrictions on Man AHL Diversified plc preventing the product from accessing the Programme's revised target allocations. Both funds are valued weekly; however, for comparative purposes, statistics have been calculated using the best quality price that is available at each calendar month end, using estimates where a final price is unavailable. Where a price, either estimate or final is unavailable on a calendar month end, the price on the closest date prior to the calendar month end has been used.

 

2) Represented by AHL Alpha plc from 17 October 1995 to 30 September 2012, and by AHL Strategies PCC Limited: Class Y AHL Alpha USD Shares from 1 October 2012 to 30 September 2013. The representative product was changed at the end of September 2012 due to the provisioning of fund liquidation costs in October 2012 for AHL Alpha plc, which resulted in tracking error compared with other Alpha Programme funds. Both funds are valued weekly; however, for comparative purposes, statistics have been calculated using the best quality price that is available at each calendar month end, using estimates where a final price is unavailable. Where a price, either estimate or final is unavailable on a calendar month end, the price on the closest date prior to the calendar month end has been used. Both of the track records have been adjusted to reflect the fee structure of AHL Alpha (Cayman) Limited - USD Shares. From 30 September 2013, the actual performance of AHL Alpha (Cayman) Limited - USD Shares is displayed.

 

3) Represented by AHL (Cayman) SPC - Class A1 Evolution USD Shares.

 

4) Represented by AHL Strategies PCC Limited: Class B AHL Dimension USD Shares until 31 May 2014, and by AHL Dimension (Cayman) Ltd - Class F USD Shares from 1 June 2014 to date.

 

5) Represented by TailProtect Limited Class B.

 

6) Represented by the official performance of Man GLG Europe Plus Source ETF net of a 0.75% p.a. management fee and no performance fee. Provided by Source.

 

7) Represented by GLG European Long Short Fund - Class D Unrestricted - EUR.

 

8) Represented by GLG European Equity Alternative IN EUR.

 

9) Represented by GLG European Alpha Alternative IN EUR.

 

10) Represented by GLG North American Opportunity Fund - Class A Unrestricted - USD.

 

11) Represented by GLG North American Equity Alternative IN USD.

 

12) Represented by GLG Alpha Select Fund - Class C - EUR.

 

13) Represented by GLG Alpha Select Alternative IN H EUR.

 

14) Represented by GLG Global Opportunity Fund - Class Z - USD.

 

15) Represented by GLG Global Convertible Fund - Class A - USD.

 

16) Represented by GLG Global Convertible UCITS Fund - Class IM USD.

 

17) Represented by GLG Market Neutral Fund - Class Z Unrestricted - USD.

 

18) Represented by GLG European Distressed Fund - Class A - USD.

 

19) Represented by the gross return of Man GLG Multi-Strategy Fund - Class A - USD Shares until 31 December 2012. From 1 January 2013 the performance of Man GLG Multi-Strategy Fund - Class G - USD Shares is displayed.

 

20) Represented by GLG Japan CoreAlpha Equity Fund - Class C to Class I JPY (28/01/2010).

 

21) Represented by GLG Global Equity Fund - Class I T USD to Class I USD (13/05/2011).

 

22) Represented by GLG Strategic Bond Fund Class A.

 

23) Represented by GLG Undervalued Assets Fund - C Accumulation Shares.

 

24) Represented by Absolute Alpha Fund PCC Ltd Diversified - USD.

 

25) Represented by FRM Diversified II Fund SPC - Class A USD.

 

26) Represented by FRM Dynamic Selection USD I.

 

27) The reference index listed by Numeric is intended to best represent the strategy's universe. Investors may choose to compare returns for their accounts to different reference indices, resulting in differences in relative return information.  International Small Cap used MSCI EAFE Small Cap as reference index until Aug 2013 and MSCI World ex-U.S. Small Cap thereafter. Comparison to an index is for informational purposes only, as the holdings of an account managed by Numeric will differ from the securities which comprise the index and may have greater volatility than the holdings of an index. Please refer to the Glossary for further information about the indices.

28) Returns are based on the performance of only unrestricted accounts within each strategy.  Performance is net of fees. Returns of accounts with client restrictions may differ.

29) Represented by MSCI World Net Total Return Index hedged to USD.

 

30) Represented by Citigroup World Government Bond Index hedged to USD (total return).

 

31) Represented by Citigroup High Grade Corp Bond TR.

 

32) HFRI index performance over the past 4 months is subject to change.

 

33) The historic Barclay BTOP 50 Index data is subject to change.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CEO'S PERFORMANCE REVIEW

 

2014 was a year in which AHL delivered strong performance, we completed our restructuring programme and created a more diversified business through the Numeric acquisition.

 

Overview

 

During the year we made significant progress in respect of our key strategic objectives: (i) generating superior risk adjusted returns for our clients; (ii) developing options for growth across our investment businesses; (iii) ensuring distribution effectiveness; and, (iv) operating as efficiently as possible, both from a cost and a balance sheet perspective.

 

Performance was very strong on both an absolute and relative basis in our quantitative strategies at AHL and Numeric, whilst being more mixed in our discretionary businesses. Investment performance continues to be the single most important determinant of success in our business and achieving superior risk adjusted returns for our clients remains our most important priority.

 

We have made good progress in creating a more diversified business and developing options for growth across our investment businesses. With the acquisition of Numeric, we have created a leading global quantitative investment management business with over $30 billion of assets managed across a full range of alternative and long only strategies. At GLG, we hired a number of new teams for our discretionary alternative and long only business, including Rory Powe in European long only equities, Pierre Henri Flamand in the Event-driven space and several new hires into our Equity Long Short strategy. Furthermore, through the acquisition of Silvermine we added a significant leveraged loan capability to GLG. At FRM, we have made strides in building our Managed Accounts business with a substantial new mandate from a large institution which will fund in the course of 2015. In addition, we have enhanced FRM's business with credit fund of fund capabilities through the acquisition of Pine Grove and an important new distribution relationship with Bank of America Merrill Lynch (BAML) through the acquisition of its fund of hedge fund business.

 

From a distribution perspective there were $3.3 billion of net inflows in the course of the year. Gross sales increased 36% year-on-year, with strong performance in particular in the EMEA region. We continue to develop our capability in North America, and reorientate our businesses in Asia Pacific more towards institutional clients, whilst retaining optionality in retail channels. We are making progress in these markets, but meaningful results will take a number of years. That said, through organic growth and acquisitions, our North American business is now a significant part of the Group, with $18.5 billion of assets (25%) run from teams based in North America, and $12.1 billion of assets (17%) run on behalf of clients based there.

 

From an efficiency perspective, we continued our progress with respect to our cost base and balance sheet. We completed our $270 million cost saving programme, with original targets set for 2015 achieved ahead of schedule in the course of 2014. We also further enhanced the efficiency of our balance sheet, returning $115 million of capital through a share repurchase and expanding our seed capital programme financed by a new issue of $150 million of lower Tier 2 capital.

 

Market overview

 

2014 was characterised by volatile market conditions and a breakdown in correlations between asset classes. As a result, returns across markets were varied with the S&P 500 up 11.4%, bringing US equities close to all-time highs, the TOPIX up 10.3% and at a seven year high, and world bonds and corporate bonds up 8.4% and 17.3% respectively. By contrast European, emerging markets and energy markets suffered with the FTSE 100 down 2.7%, the MSCI emerging markets index down 2.2% and oil prices starting a downward trend in the second half of the year reaching five year lows at the end of the year.

 

The hedge fund industry overall had a negative 2014 with the HFRX Global Hedge Fund Index ending the year down 58bps. There were a range of returns across strategies and the top performing strategy was Managed Futures, due to strong trends across asset classes in the second half of the year. Credit long short managers started the year well, but the second half of the year was more challenging. Concerns over the eventual timing of rate hikes in the US weighed on sentiment, and alpha generation dried up with few single name credit moves working well. Equity managers had a challenging year. In Europe, frequent mid-month risk reversals meant managers' risk management policies

 

CEO'S PERFORMANCE REVIEW (Cont'd)

 

contributed to underperformance, while in the US there were at least two bouts of sector rotation that weighed on returns.

 

2014 results

 

In this context performance in 2014 was mixed amongst Man Group's range of strategies. AHL's momentum based strategies benefited from trends in fixed income markets and delivered very strong returns, whilst by contrast GLG's Equity Long Short strategies had a difficult second quarter impacted by the move from growth to value in technology stocks, ending the year with negative peformance. Flows were positive in the year, with particularly robust sales in the first and second quarters, linked primarily to the strong performance at GLG in 2013. The solid flows during the year and the acquisitions of Numeric and Pine Grove drove a 35% increase in funds under management to $72.9 billion at 31 December 2014. Adjusted profit before tax increased by 62% with strong performance fees from AHL, cost savings and lower interest costs being partially offset by a decline in net management fee revenues largely as a result of the roll-off of our legacy guaranteed products and a mix shift from retail to institutional FUM in our quantitative alternatives business.

 

Progress against strategic priorities - Performance and growth

 

During 2014 we have made significant progress in creating a more diversified group with multiple options for growth, as explained below.

 

AHL

 

2014 has been an exciting year at AHL yielding excellent performance, which drove a 21% increase in FUM, interesting research and new fund launches.

 

Whilst AHL's traditional momentum programmes (AHL Alpha and AHL Diversified) have suffered in recent years at the hands of unprecedented levels of central bank intervention and increased correlation across markets, 2014 saw this change. The re-emergence of trends across AHL's core markets and correlation lower than it has been at any time post the Global Financial Crisis created a near perfect environment for trend-followers. As a result, the AHL Alpha strategy returned 22.8% and the higher volatility AHL Diversified strategy was up 33.8%. Long fixed income exposure led the way as yields continued to fall, with further gains coming as a strengthening US economy benefited the strategies' long USD exposure. News in the final months of 2014 was dominated by the continued decline in oil prices, a trend that paid off well for the funds' short position.

 

Once again, AHL Evolution had a strong year returning 20.3% and, following another year of significant inflows, it was soft closed in September 2014, with assets standing at $2.8 billion. AHL's multi-strategy programme, AHL Dimension, generated 16.7% in 2014 taking advantage of both trending markets, but also the diversification brought from the programme's fundamental and technical strategies. Assets doubled over the year with a mix of inflows from new and existing investors. Performance of the specialist strategies was mixed over the year. Despite the Alpha Capture funds generally performing well, they were below benchmark for the year. However, the Tail Protect strategy outperformed its benchmark and the AHL Currency strategy was up 58.0% for the year.

 

The AHL business continues to win institutional mandates and there has been a significant shift from retail to institutional investors over the last few years. We broadened our UCITS range in 2014, adding directional equity, volatility, multi-strategy and risk parity funds to our existing multi-asset momentum offering. 2014 was also an exciting year for partnerships with the launch of two new funds in two very different jurisdictions. First off was a 40-Act product (a retail alternatives product sold to US investors) launched in partnership with American Beacon in the US, providing access to the multi-billion dollar mutual fund market. Later in the year came a dedicated product for the onshore China market which trades momentum on a number of Chinese futures markets.

 

FRM

 

FRM's assets decreased by 6% during the year with net outflows being partially offset by the inclusion of Pine Grove's assets.

 

 

 

CEO'S PERFORMANCE REVIEW (Cont'd)

 

From a performance perspective FRM's quantitative strategies outperformed their discretionary strategies in 2014, with both managed futures and statistical arbitrage managers ending the year with strong returns. The performance in FRM's Diversified portfolios was positive, but marginally below target with the FRM Diversified II strategy up 2.7%. Portfolios investing via managed accounts with higher concentration performed better and client specific portfolios performed broadly in line with commingled portfolios. Thematic portfolio performance was strong, with the managed futures portfolio having its strongest annual performance since 2008 (the FRM Sigma strategy was up 22.2%) and the Statistical Arbitrage portfolio enjoying another mid-single digit positive year (the FRM Equity Alpha strategy was up 6.4%).

                                                                                                        

2014 has seen a number of positive developments at FRM. Firstly in early June we announced the acquisition of Pine Grove, a US-based fund of hedge fund manager specialising in the management of credit-focused hedge fund portfolios with approximately $1.0 billion of assets under management. Pine Grove will further enhance our presence in the US and add to FRM's fund of hedge funds business, reinforcing our efforts to offer clients a wide variety of investment opportunities including SEC-registered US 40 Act funds and complementary fund of hedge fund products. Secondly, following on from its launch in late 2013, the second phase of our risk and transparency reporting software for managed accounts has continued to extend the service we can offer to managed account platform investors. This is now increasingly recognised by the market place and new mandates are being won in a highly competitive market.

 

Finally, in December 2014 we announced that Merrill Lynch had selected FRM as the steward of its $1.2 billion portfolio of multi-strategy and strategy-focused funds, supported by a proven distribution platform. We look forward to continuing to deliver high quality products and services to Merrill Lynch's clients, while expanding the investor base globally as investors increasingly seek exposure to alternative investments through managers like Man Group.

 

GLG

 

GLG's assets increased slightly during the year with strong inflows, particularly in the first half of the year, being offset by currency movements.

 

Performance across GLG's range of strategies was mixed in 2014. In equities, GLG's Equity Long Short strategies had a weak year in 2014 with performance ranging from +4.2% to -6.3%. In particular the largest long short strategy had a difficult second quarter, with the factor rotation in technology stocks being a key driver in the underperformance. GLG's equity long only strategies performed well in 2014. The Japan CoreAlpha strategy was up 7.7%, slightly below its benchmark, whilst the European and UK equity strategies were well ahead of their respective benchmarks. The Undervalued Asset strategy was up 3.7% compared to the FTSE All Share Index which was up 1.2%, whilst the European Equity long only strategy was up 7.8% compared to the MSCI Europe Index which was up 4.5%.

 

The majority of GLG's credit strategies started the year well but experienced a difficult third quarter and were not able to regain ground in the remainder of the year resulting in Euro Distressed being down 4.6% and Market Neutral being down 7.4%. The Cross Asset Value strategy (CRAVE) had a better year ending up 4.7%. The Strategic Bond strategy was up 4.5% well ahead of its LIBOR benchmark.

 

Throughout the year we continued to look for talent to broaden out the alternatives and long only product offering. On the alternatives side, Pierre-Henri Flamand joined at the beginning of June and is focused on a global catalyst-driven strategy across the capital structure and we added several new hires into our Equity Long Short strategy. In our long only business, Rory Powe joined the European equity team managing a focused European equity long only strategy.

 

In January 2015 we completed the acquisition of Silvermine, a Connecticut-based leveraged loan manager with $3.8 billion of funds under management across nine active collateralised loan obligation  (CLO) structures. The acquisition of Silvermine will further expand our existing credit business and position us to benefit from strong demand for US CLOs and other credit strategies. As part of Man Group, Silvermine will benefit from our infrastructure, distribution and access to capital and the acquisition will bring meaningful advantages to our investors by further diversifying our offering.

 

 

CEO'S PERFORMANCE REVIEW (Cont'd)

 

Numeric

 

In September 2014 we completed the acquisition of Numeric, a Boston-based quantitative equity manager with $16.7 billion of funds under management across a range of long only and long short, fundamentally based strategies. Numeric has an excellent track record of performance across these strategies and has seen substantial growth over the past two years.

 

Numeric manages four main categories of equity strategies across long only and alternatives: Global long only with $9.1 billion of assets, Emerging markets long only with $2.0 billion of assets, US long only with $4.2 billion of assets and long short with $1.4 billion of assets. The $1.4 billion in alternatives are predominantly invested in multi-strategy and market neutral strategies. Numeric's fundamentally-driven systematic investment process seeks to outperform the market by buying inexpensive stocks with improving fundamentals and catalysts for growth. The firm generates alpha by outperforming regional and global benchmarks in the US, Europe, Japan and Emerging Markets, and by delivering returns from its long short market neutral strategies. Numeric manage assets for institutional clients globally, including corporate and public pension plans, foundations, endowments, and sovereign funds.

 

One of Man Group's core strategic objectives is to build a broader-based quantitative platform across alternatives and long only, momentum, technical and fundamental strategies. The acquisition advances this objective by creating a diversified, global quantitative investment management platform comprising AHL and Numeric with over $30 billion of funds under management with a balance between value, momentum and technical based strategies. Another of our core strategic objectives is to expand our presence in the US. The addition of the Numeric business helps us to establish a credible investment footprint in North America, through a recognised brand, a presence in an important investment centre and relationships with over 25 US-based institutional clients.

 

In addition, Numeric's strong investment track record of relative and absolute performance and the scalability of their wide range of long only and market neutral strategies provide the opportunity to leverage Man Group's global distribution capability to grow Numeric's asset base over time. The firm has a highly experienced and well regarded team and there is a strong cultural fit with Man Group. The Numeric management team is led by Mike Even who is the Chief Executive Officer, Robert Furdak who is Co-CIO and Director of Portfolio management and Shanta Puchtler who is Co-CIO and Director of Research. Together these individuals are responsible for the ongoing management of the Numeric business within the enlarged group and Mike and Shanta have been appointed to Man Group's Executive Committee.

 

From the point of acquisition in September 2014 to the end of the year Numeric's assets grew by 10% driven by strong sales into their long only and alternatives strategies.

 

From a performance point of view, Numeric had a very good 2014. Since Numeric manages a variety of strategies that encompass many markets it is hard to make sweeping generalisations, but Numeric's average client portfolio out-performed its benchmark by 3% before fees. The stronger performing strategies for 2014 were the active extension (130/30) strategies that outpaced their respective benchmarks by double-digit percentages, before fees. This out-performance adds to a strong long-term performance track record for Numeric's strategies and based on annualised returns, over 90% of Numeric's current quantitative strategies have historically outperformed their selected benchmark over one, three and five years1.

 

No change has been made to Numeric's investment committee or investment process as a result of the acquisition however work has already begun to take advantage of various Man Group capabilities.

 

Note:

1  Not all current strategies have performance track records for the full three and five year periods, but they have outperformed their selected benchmark for the periods during which they existed.

 



 

CEO'S PERFORMANCE REVIEW (Cont'd)

 

Current efforts include integration of infrastructure, globalisation of compliance efforts, research collaboration with the Group's other investment businesses and leveraging some of its technology and distribution capabilities.

 

Progress against strategic priorities - Distribution effectiveness

 

The flow picture improved from 2013 with net inflows of $3.3 billion in the year. Gross sales were $21.9 billion, an increase of 36% compared to 2013 with the increase coming from flows into GLG alternatives and long only strategies linked to strong performance in 2013, as well as sales of Numeric products post acquisition. The majority of the demand continues to come from institutions with institutional sales constituting 63% of total sales. As a result our flows are becoming much more lumpy in nature and one or two mandates can skew the quarterly numbers significantly. The large institutional sales during 2014 included $1.0 billion into the GLG European Long Short strategy, $1.0 billion into a bespoke AHL mandate, $0.8 billion into the GLG Strategic Bond strategy, $0.7 billion into an FRM managed account and $0.5 billion into AHL Dimension. Redemptions were $18.6 billion in the year, down from $19.7 billion in 2013 but reflecting mixed levels of absolute investment performance across the product range.

 

At AHL the marketing of the Evolution strategy continued to progress well with sales of $1.5 billion during the year and we started marketing the Dimension strategy raising $500 million from an institutional client in the first half of the year. Despite the strong performance across the AHL product range in 2014 we do not expect to see a meaningful pick-up in retail demand for our traditional momentum products until later in 2015, providing performance holds. Currently early stage interest is coming from institutions and the AHL business has seen a significant shift from retail to institutional investors over the past few years. 

 

We saw significant growth in GLG assets in the first half of 2014 off the back of good performance in 2013 with continued flows into strategies that sold well in 2013 including European Long Short, Japan CoreAlpha and Euro Distressed. In addition, following strong performance since launch in November 2011 $2.0 billion was raised into the Strategic and Flexible Bond strategies during the year, $600 million was raised into the Global Long Short strategy which launched in October 2013, $300 million into the Undervalued Asset strategy and $200 million into CRAVE which has reached its target level of asset raising following strong performance in 2013.

 

At FRM we have made progress in the managed accounts business with $1.5 billion of sales in 2014 and we have a substantial new mandate from a large institution which will fund in the course of 2015. In Japan, where the client interest is for direct co-investment into our existing platform, we raised $700 million into FRM diversified strategies. Redemptions from the legacy multi manager business which totalled $1.7 billion in the year continue to be a drag on the business and other redemptions of $2.6 billion resulted in a net outflow at FRM in the year.

 

Asset raising at Numeric continues to progress well and since acquisition $2.1 billion of assets have been sold into their various strategies. We are developing a number of UCITS strategies for sale to high net worth and institutional clients around Europe.

 

The US remains a key focus for us from a distribution perspective and, as outlined earlier, the Numeric, Pine Grove, Silvermine and BAML acquisitions will help us with this effort, with Numeric in particular adding presence in an important investment centre and relationships with a range of institutional clients.

 

We continue to restructure our retail distribution infrastructure and during the year our retail sales offices in Canada and the Netherlands were sold to the management teams in those regions. We maintain a strong ongoing relationship with these teams enabling us to continue to sell Man Group products through these channels.

 

 

 

 

 



 

CEO'S PERFORMANCE REVIEW (Cont'd)

 

Progress against strategic objectives - Efficiency

 

The cost savings programme announced in 2012 and 2013 was completed during the year. 2014 total fixed costs were $297 million (excluding one quarter's costs for Pine Grove and Numeric), versus the $305 million like-for-like target set for 2015. 2014 fixed compensation costs (excluding Numeric and Pine Grove) were $151 million, versus the $161 million target for 2014. 2014 other cash costs (excluding Numeric and Pine Grove) were $146 million, versus the $169 million target for 2014. Underlying cost saving targets for 2015 remain unchanged, despite being ahead of schedule versus the targets for 2014.

The inclusion of the fixed costs related to the acquisitions of Numeric, Pine Grove, the BAML fund of funds and Silvermine and the effect of Sterling weakness against the US Dollar, give a pro-forma cost base of $370 million for 2015. We feel we are running the business as efficiently as is appropriate given the range of opportunities we are pursuing and going forward, we do not expect any further reductions in our fixed cost base unless there is a material change in our operating performance or business environment.

 

Our balance sheet remains strong and liquid with net tangible assets of $0.8 billion or 48 cents per share at 31 December 2014. Gross cash was $0.7 billion compared to $1.0 billion at the end of 2013 and the committed revolving credit facility of $1,525 million is available and undrawn. In September 2014 we issued $150 million of Tier 2 debt to fund the expansion of our seeding programme. We completed the $115 million share repurchase announced in February 2014 at an average price of 99.7 pence, buying back 68.8 million shares. Surplus capital at 31 December 2014 was $419 million with the majority of the decrease from the December 2013 position of $760 million being due to the acquisitions of Numeric and Pine Grove which utilised $345 million of surplus capital.

 

Objectives for 2015

 

Performance

·     Continued focus on research at AHL to build new markets and asset classes

·     Collaboration between AHL and Numeric to further enhance research efforts in both managers

·     Focus on improving areas of underperformance in GLG alternatives strategies in 2014

Growth

·     Continue to develop additional momentum and non-momentum products at AHL

·     Continue to look for high-calibre investment talent at GLG to support the growth of our existing products as well as to support the expansion of our alternatives and long only product offering

·     Continue to look at other possible bolt-on acquisitions ensuring that we remain disciplined on price, structure and cultural fit

Distribution

·     Market AHL's momentum strategies off the back of strong performance in 2014

·     Develop and launch UCITS products at Numeric to build track records and market to investors over time

·     Leverage Man Group's global distribution capability to grow assets in acquired businesses

·     Continue to improve coverage and asset raising in the US

Efficiency

·     Focus on sustaining our efficiency and ensuring that our cost base enables us to address the risks and opportunities in our business appropriately

·     Integrate the operational functions of our acquired businesses

·     Maintain focus on balance sheet efficiency including ensuring our seeding portfolio is managed effectively



 

CFO'S FINANCIAL REVIEW

 

In 2014 we have seen the benefits of the progress on the delivery of our strategy with improved profitability, a full year of net inflows and growth in FUM.

 

Overview

 

Our financial results in 2014 reflect the strong run of absolute performance from AHL's traditional momentum strategies, which more than compensated for mixed performance in GLG's discretionary alternative strategies, together with the acquisitions of Numeric and Pine Grove in the second half of the year.

 

Funds under management (FUM) increased by 35% from $54.1 billion at the beginning of the year to $72.9 billion at 31 December 2014. We added $16.2 billion of FUM through the acquisitions of Numeric and Pine Grove, and the remainder of the increase in FUM reflects net inflows in every quarter of the year ($3.3 billion) and positive investment performance ($3.6 billion), partly offset by significantly adverse foreign currency movements ($4.3 billion).

 

Net management fee revenues decreased by 14% from $822 million in prior year to $706 million in 2014, and performance fee revenues have increased by 76% from $193 million to $340 million, 80% of which were generated by AHL. As expected, management fee margins for our quant alternative products declined during the year given a mix shift towards lower margin institutional assets and, coupled with the continuing mix shift away from the high margin guaranteed products, this resulted in the average net management fee margin decreasing by 36 basis points from the prior year.

 

Total costs were down 17%, and within this total fixed costs were down 20% due to the continued implementation of the Group's cost savings programme. As a result of these revenue and cost drivers, our adjusted profit before tax was $481 million, up 62% from the prior year, and adjusted diluted earnings per share were 24.4 cents (2013: 14.1 cents). Our statutory profit before tax was $384 million (2013: $56 million), reflecting adjusting items of $97 million, which primarily relate to amortisation of purchased intangible assets and acquisition related costs.

 

Strategically, we are focused on operating our business as efficiently as possible and managing our balance sheet effectively, whilst maintaining its strength and liquidity. We have made significant progress in respect of these two objectives during 2014.

 

We have completed the execution of our cost savings programme ahead of schedule, delivering our 2015 target fixed cost base during the second half of 2014. Total fixed costs in H2 2014, excluding Numeric and Pine Grove, were $143 million, or $286 million on an annualised basis, versus a target for 2015 of $305 million. We believe we are operating our business as efficiently as is appropriate for the set of business opportunities we are pursuing and no additional reductions are expected unless there are changes in operating performance or the business environment.

 

Our balance sheet continues to be strong and liquid, with a regulatory capital surplus of $419 million at 31 December 2014 and a net cash position of $589 million. During the year we continued to enhance the efficiency of our capital and funding. In the first half, we executed a $115 million share repurchase, acquiring 4% of our issued share capital, whilst in the second half, we financed the expansion of our seed capital activity with the issuance of $150 million of lower Tier 2 capital.

 

Key performance indicators (KPIs)

 

Our financial KPIs illustrate and measure the relationship between the investment experience of our fund investors, our financial performance and the creation of shareholder value over time. Our KPIs are used on a regular basis to evaluate progress against our four key priorities: performance, growth, distribution, and efficiency.

 

The results of our KPIs this year again reflect a volatile operating environment, with stronger investment performance for AHL and weaker performance for GLG, but an improvement in net flows off the back of strong GLG performance in 2013. The general product mix shift from higher margin retail assets to lower margin institutional assets has continued to have an adverse impact on management fee margins and revenue, but the continued reduction in our cost base has reduced the impact on our profitability and EPS growth.

CFO'S FINANCIAL REVIEW (Cont'd)

 

The investment performance KPI measures the net investment performance for our three managers (AHL, GLG, and FRM), represented by key funds, against relevant benchmarks. The target for this KPI is to exceed the relevant benchmarks. The key funds and the relevant benchmarks are AHL Diversified vs. three key peer asset managers for AHL (the target being to beat two of the three peers), the GLG Alternative Strategies Dollar-Weighted Composite vs. HFRX for GLG and FRM Diversified II vs. HFRI Fund of Funds Conservative Index for FRM. The performance of the key funds compared to the benchmarks gives an indication of the competitiveness of our investment performance against similar alternative investment styles offered by other investment managers. This measures our ability to deliver superior long-term performance to investors. We achieved one out of the three performance targets. AHL met the target for 2014 as the performance of its key fund exceeded all three of the relevant peer benchmarks. FRM and GLG were both below the benchmark in 2014. Further investment performance information is provided on pages 7 to 14.

 

The second KPI measures net FUM flows for the period as a percentage of opening FUM, with net flows defined as gross sales less gross redemptions. The target is 0%-10% net inflows each year. Net flows are the measure of our ability to attract and retain investor capital. FUM drives our financial performance in terms of our ability to earn management fees. Net flows were within the target range in 2014 with a net inflow of 6.1%, compared to a net outflow of 6.3% for the year to 31 December 2013. The improvement in flows in 2014 reflects strong asset raising in GLG products in the first half of the year off the back of strong performance in 2013, as well as inflows into Numeric and AHL products in the second half of the year.

 

The third KPI measures adjusted management fee EBITDA as a percentage of net revenues (gross management fee revenue and income from associates less external cash distribution costs). The target is 25%-40%. Our adjusted management fee EBITDA margin is a measure of our underlying profitability. The adjusted management fee EBITDA margin of 30.3% was within the target range for the year ended 31 December 2014. This margin has been declining as a result of the roll off of higher margin guaranteed product FUM and the general product mix shift from higher margin retail assets to lower margin institutional assets.

 

The fourth KPI measures our adjusted management fee EPS growth, where adjusted management fee EPS is calculated using post-tax profits excluding net performance fees, divided by the weighted average diluted number of shares. The target is growth of 0%-20% + RPI each year. Adjusted management fee EPS growth measures the overall effectiveness of our business model, and drives both our dividend policy and the value generated for shareholders. The adjusted management fee EPS growth of 28% was above the target range for 2014 (target of 0%-20% plus RPI of 1.6%), compared to   -14% in 2013, which has increased primarily as a result of the significant reduction in costs, including lower finance expense, and to a lesser extent the acquisitions of Numeric and Pine Grove and the share repurchase programme undertaken in the first half of the year.



 

CFO'S FINANCIAL REVIEW (Cont'd)

 

Funds Under Management (FUM)

 


Alternative

Long only




$bn

Quant

(AHL/

Numeric)

Discretionary

(GLG)

Fund of funds

(FRM)

Quant

(AHL/

Numeric)

Discretionary

(GLG)

Total excluding  Guaranteed

Guaranteed

Total

FUM at 31 December 2013

8.9

16.3

11.3

1.5

13.8

51.8

2.3

54.1

Sales

3.6

7.2

2.3

2.3

6.5

21.9

-

21.9

Redemptions

(2.8)

(5.9)

(4.3)

(0.5)

(4.4)

(17.9)

(0.7)

(18.6)

Net inflows/(outflows)

0.8

1.3

(2.0)

1.8

2.1

4.0

(0.7)

3.3

Investment movement

2.3

(0.5)

0.7

-

0.8

3.3

0.3

3.6

Foreign currency movement

(0.4)

(1.3)

(0.5)

(0.7)

(1.2)

(4.1)

(0.2)

(4.3)

De-gearing and other movements

0.2

(1.3)

0.3

-

0.5

(0.3)

0.3

-

Acquisition of Numeric and Pine Grove

1.1

-

1.0

14.1

-

16.2

-

16.2

FUM at 31 December 2014

12.9

14.5

10.8

16.7

16.0

70.9

2.0

72.9

Gross management fee margin for year ended 31 December 2014

2.2%

1.4%

0.9%

0.3%

0.9%

1.2%

5.2%

1.3%

Gross management fee margin for year ended 31 December 2013

2.8%

1.4%

1.0%

0.3%

1.0%

1.5%

5.2%

1.8%

Net management fee margin for year ended 31 December 2014

1.9%

1.2%

0.9%

0.3%

0.7%

1.1%

4.1%

1.1%

Net management fee margin for year ended 31 December 2013

2.3%

1.2%

0.9%

0.3%

0.7%

1.2%

4.4%

1.5%

 

Total FUM increased by $18.8 billion during the year, with the acquisition of Numeric and Pine Grove adding $16.2 billion of assets in Q3 2014. The remaining increase of $2.6 billion is a result of positive investment performance of $3.6 billion and net inflows of $3.3 billion, partly offset by negative foreign exchange movements of $4.3 billion (due to the fact that 46% of the Group's closing FUM is in non-US Dollar currencies).

 

Quant alternative products (AHL/Numeric)

Quant alternative FUM increased by 45% to $12.9 billion during the year to 31 December 2014, primarily as a result of positive investment performance of $2.3 billion and the acquisition of Numeric, which added $1.1 billion. Sales were $3.6 billion, which included a significant investment by a large institutional Asia Pacific investor into a bespoke AHL mandate, $1.5 billion into AHL Evolution, $500 million into AHL Dimension and $300 million into various of Numeric's alternative strategies. The majority of the redemptions of $2.8 billion were from retail investors in AHL Diversified and AHL Alpha. AHL's main programmes were up between 16.7% and 33.8% in the year, which resulted in positive investment performance of $2.3 billion. At 31 December 2014, 75% of quant alternative FUM was denominated in US Dollars and 11% was in Australian Dollars.

 



 

CFO'S FINANCIAL REVIEW (Cont'd)

 

Discretionary alternative products (GLG)

Discretionary alternatives FUM decreased by $1.8 billion during the year. Net inflows of $1.3 billion were mainly into fixed income and Equity Long Short strategies in the first half of the year linked to strong performance in 2013. Negative foreign exchange movements of $1.3 billion related primarily to the strengthening of the US Dollar against the Euro and Sterling. At 31 December 2014, 45% of Discretionary alternative FUM was denominated in US Dollars, 49% was in Euro and 3% was in Sterling. The negative investment performance of $500 million was primarily in relation to equity long short strategies. The negative other movements of $1.3 billion relate to $900 million of Pemba and Ore Hill maturities during the year and a $400 million reclassification to Discretionary long only.

 

Fund of funds products (FRM)

Fund of funds FUM has remained broadly flat this year. Sales of $2.3 billion included $700 million from one client into a separate managed account and $500 million into infrastructure mandates. Redemptions of $4.3 billion included $1.7 billion from legacy Man Multi-Manager products and $1.0 billion from two institutional clients in other FRM products. The negative foreign exchange movements of $500 million related primarily to the strengthening of the US Dollar against the Japanese Yen and Euro. At 31 December 2014, 45% of alternative fund of fund FUM was denominated in US Dollars, 36% in Yen and 14% was in Euro. Positive investment performance across FRM's strategies added $700 million to FUM during the year, of which the largest contributor was FRM Diversified II, which was up 2.7% for the year. The acquisition of Pine Grove in August 2014 added $1.0 billion of FUM and there were positive other movements of $300 million in the year.

 

Quant long only products (AHL/Numeric)

Quant long only FUM increased by $15.2 billion during the year to $16.7 billion, primarily as a result of the acquisition of Numeric in September 2014, which added $14.1 billion of assets at acquisition. Net inflows were $1.8 billion for the year, of which $1.6 billion related to Numeric. Negative foreign exchange movements decreased FUM by $700 million primarily due to the strengthening of the US Dollar against the Euro. At 31 December 2014, 97% of quant long only FUM was denominated in US Dollars and 3% was in Euro.

 

Discretionary long only (GLG)

Discretionary long only FUM increased 16% to $16.0 billion during the year, driven by net inflows of $2.1 billion. Sales were $6.5 billion and included $3.8 billion into Japan CoreAlpha and $2.7 billion into other long only strategies, including $2.0 billion into the Strategic and Flexible Bond strategies. Redemptions were $4.4 billion, the majority of which were from the Japan CoreAlpha strategy. The positive investment performance of $800 million was primarily as a result of strong investment performance from Japan CoreAlpha. Positive other movements of $500 million primarily related to a reclassification from Discretionary alternatives. Negative foreign exchange movements of $1.2 billion related to the strengthening of the US Dollar against the Sterling and Japanese Yen. At 31 December 2014, 55% of discretionary long only FUM was denominated in Sterling, 29% was in Yen and 10% was in US Dollars.

 

Guaranteed products

Guaranteed product FUM, our highest margin product grouping, declined from $2.3 billion at 31 December 2013 to $2.0 billion in 2014. Average FUM in this category was $1.8 billion in 2014 compared to $4.6 billion in 2013, which continued to have a negative impact on revenues. There were no sales during the year and redemptions totalled $500 million. The weighted average life to maturity of the guaranteed product range is 4.5 years, with $400 million scheduled to mature in 2015 and $400 million in 2016. Investment performance for guaranteed products was positive during the year, resulting in a $300 million increase in FUM. The other movements of $300 million primarily related to guaranteed product re-gears as a result of positive investment performance. Negative foreign exchange movements reduced FUM by $200 million.

 



 

CFO'S FINANCIAL REVIEW (Cont'd)

 

Summary income statement

$m

Year ended 31 December 2014

Year ended 31 December 2013

Management and other fees

810

967

Performance fees (including investment income/gains)

367

223

Share of after tax profit of associates

9

12

Distribution costs

(104)

(145)

Net revenue

1,082

1,057

Asset servicing

(27)

(32)

Compensation

(391)

(445)

Other costs

(174)

(238)

Total costs

(592)

(715)

Net finance expense

(9)

(45)

Adjusted profit before tax

481

297

Adjusting items

(97)

(241)

Statutory profit before tax

384

56




Net management fees

198

175

Net performance fees

283

122

Diluted EPS (statutory)

20.5 cents

2.9 cents

Adjusted net management fee EPS

10.1 cents

7.9 cents

Adjusted diluted EPS

24.4 cents

14.1 cents

 

Gross management fees and margins

 

Gross management fees were $810 million for the year ended 31 December 2014 compared to $967 million for the previous year. While average assets went up year-on-year, in aggregate the total gross margin decreased from 177 basis points for the year ended 31 December 2013 to 131 basis points for the year ended 31 December 2014, which was the main driver of the reduction in gross management fees. The total net management fee margin (defined as gross management fees less external distribution costs) has decreased from 150 basis points to 114 basis points over the same period. These reductions are due to reduced higher margin guaranteed product FUM, a mix shift towards institutional assets, particularly in the alternatives quant category, as well as the inclusion of Numeric's assets which have a blended margin of around 38 basis points. The reduction in margin is less at the net level as there are higher distribution costs associated with retail FUM than institutional FUM. This product mix shift and consequent reduction in overall margin is likely to continue as we sell more open ended alternative product, particularly to institutions, and there are no sales of guaranteed products.

 

The alternatives quant net management fee margin reduced by 39 basis points compared to the year ended 31 December 2013. This is due to the fact that over 85% of the redemptions were from investors in AHL Diversified and AHL Alpha, where the gross margin was 2% to 4%, whereas the majority of the sales were to institutional investors into AHL Evolution, AHL Dimension and AHL Alpha where the margin is 1% to 2%. In addition, the inclusion of the Numeric quant alternatives assets, which have a lower margin, has reduced the margin by around 6 basis points. Looking forward, we expect this mix shift towards institutional assets to continue and hence the margin to decline further.



 

CFO'S FINANCIAL REVIEW (Cont'd)

 

Net management fee margins in the alternative discretionary and fund of funds categories remained consistent compared to 2013. Looking forward we would expect the alternatives fund of fund margin to trend down as we see a greater proportion of sales into managed account mandates where the margin is 30 to 50 basis points.

 

The long only quant net management fee margin has remained consistent with the prior year at 33 basis points as the Numeric assets acquired in September 2014 have a similar margin to the existing long only quant FUM.

 

The long only discretionary net management fee margin also remained consistent with 2013.

 

The guaranteed product net management fee margin has decreased by 31 basis points compared to the year ended 31 December 2013 as a result of accelerated amortisation of placement fees related to redemptions and the net de-gear in the first half of the year. Excluding the impact of the accelerated amortisation, the net margin would be 456 basis points versus 446 in 2013.

 

Net management fee revenue

$m

Year ended 31 December 2014

Year ended 31 December 2013

Quant alternatives

188

226

Discretionary alternatives

207

181

Fund of fund alternatives

96

119

Quant long only

20

5

Discretionary long only

109

79

Guaranteed

73

202

Other income1

13

10

Net management fee revenues

706

822

 

1 Other income primarily relates to distribution income from externally managed products.

 

Performance fees (including investment income/gains)

 

Gross performance fees for the year were $340 million, $272 million from AHL (including $25 million relating to guaranteed products), $37 million from GLG, $23 million from Numeric and $8 million from FRM. Numeric performance fees included $9 million of performance fees that were accrued but uncrystallised at the point of completion of the acquisition. At 31 December 2014, around 97% of AHL open ended products ($11.2 billion) were above performance fee high water mark and of the $6.2 billion performance fee eligible Numeric products, 98% were outperforming the relevant benchmark at 31 December 2014. Around 11% of eligible GLG assets ($1.5 billion) were above high water mark and around a further 48% ($6.4 billion) within 5% of earning performance fees, and FRM performance fee eligible products were on average approximately 3% below high water mark.

 

Man Group benefits from a portfolio of performance fee streams across a variety of strategies that are charged on a regular basis at different points in the year. 90% of AHL FUM is performance fee eligible, of which 64% have performance fees that crystallise annually, 22% daily or weekly, and 14% monthly. The majority of GLG's performance fees crystallise semi-annually in June or December. Around 50% of Numeric performance fee eligible FUM crystallises annually in November, with the remainder crystallising at various points during the year.

 

Investment gains of $27 million primarily relate to gains on seed investments.

 



 

CFO'S FINANCIAL REVIEW (Cont'd)

 

Distribution costs

 

Distribution costs comprised $89 million of investor servicing fees and $15 million of placement fees.

 

Investor servicing fees are paid to intermediaries for ongoing investor servicing. Servicing fees have decreased from $130 million in 2013 to $89 million in 2014 primarily as a result of the roll-off of guaranteed product FUM and a mix shift towards institutional assets, particularly in the alternatives quant category.

 

Placement fees are paid for product launches or sales and are capitalised and amortised over two to five years, unless the FUM is redeemed or the placement fee is deemed to be impaired as a result of negative investment performance and de-gearing. Capitalised placement fees at 31 December 2014 were $5 million, down from $20 million in the prior year, with a weighted average remaining amortisation period of 1.9 years. The reduction in capitalised placement fees is due to the amortisation charge recognised for the period, early redemptions of guaranteed products and limited new payments.

 

Asset servicing

 

Asset servicing costs (including custodial, valuation, fund accounting and registrar functions) were $27 million (2013: $32 million). Asset servicing costs equate to around 4 basis points on FUM and vary depending on transaction volumes, the number of funds, and fund NAVs. The reduction in asset servicing costs, despite an increase in average FUM, is primarily a result of contract renegotiations in the latter half of 2014.

 

Compensation costs

 

Compensation costs comprise fixed base salaries, benefits, variable bonus compensation (cash and amortisation of deferred compensation arrangements) and associated social security costs. Compensation costs in total, excluding adjusting items, were 36% of net revenue, down from 42% in the previous year due to a lower proportion of GLG revenues, in particular in relation to performance fees.

 

Fixed compensation and benefits were $155 million for the year compared to $188 million for the year to 31 December 2013, a reduction of 18%. The $33 million decrease in fixed compensation is a result of the Group's cost savings initiatives, partially offset by the inclusion of Numeric and Pine Grove salaries costs since acquisition of $4 million. Variable compensation costs were $236 million for the year, compared to $257 million for the previous year. The decrease in variable compensation costs of $21 million is a result of lower performance fee related compensation, and the impact of a change in application of the deferred compensation accounting policy which has a $17 million impact (for further details see  Note 6 to the financial statements). This has been partially offset by the inclusion of Numeric and Pine Grove bonus costs of $17 million since acquisition.

 

Other costs

 

Other costs, excluding adjusting items, were $174 million for the year compared to $238 million for the year to 31 December 2013, a reduction of 27%. These comprise cash costs of $150 million (2013: $191 million) and depreciation and amortisation of $24 million (2013: $47 million). The $41 million, or 21%, decrease in cash costs reflects reduced costs as a result of the Group's cost savings initiatives (see Note 7 to the financial statements), and the $23 million decrease in depreciation and amortisation is due to lower capital expenditure in recent years largely as a result of the integration of business operating platforms, as well as the acceleration of leasehold improvements and equipment in 2013 due to the subletting of office space in Riverbank House. There were additional Other costs in relation to the Numeric and Pine Grove businesses of $4 million during the year, excluding adjusting items that were deal-related.

 



 

CFO'S FINANCIAL REVIEW (Cont'd)

 

Net finance expense

 

Net finance expense, excluding adjusting items, was $9 million for the year (2013: $45 million). The decrease is largely due to a $28 million charge relating to debt buybacks made in 2013 and interest expense on the related debt of $22 million during that year. This decrease has been partially offset by lower interest income, due to lower cash balances in 2014, and $3 million of interest payable on borrowings in relation to the ten-year fixed rate reset callable guaranteed subordinated notes (Tier 2 capital) issued in September 2014. Finance expense includes an annual $4 million charge relating to the undrawn revolving credit facility.

 

Adjusted profit before taxes

 

Adjusted profit before tax is $481 million compared to $297 million for the previous year. The adjusting items in the year of $97 million (pre-tax) are summarised in the table below and detailed in Note 2 to the financial statements. The directors consider that the Group's profit is most meaningful when considered on a basis which excludes restructuring costs, impairment of assets, acquisition and disposal related items (including non-cash items such as amortisation of purchased intangible assets and deferred tax movements relating to the recognition of tax losses in the US) and certain non-recurring gains or losses, which therefore reflect the recurring revenues and costs that drive the Group's cash flows.

 

Adjusting items

$m

Year ended 31 December 2014

Acquisition related restructuring, professional fees and integration costs

(12)

Litigation claims

(24)

Revaluation of FRM contingent consideration

17

Amortisation of acquired intangible assets

(72)

Other adjusting items

(6)

Total adjusting items (excluding tax)

(97)

Recognition of deferred tax asset (see below)

8

 

The acquisition costs relate to legal and other advisory fees largely relating to the Numeric and Pine Grove transactions, as well as the costs of staff termination and integration of our operating platforms. Litigation claims include $4 million of legal fees.

 

The revaluation of the FRM contingent consideration is an adjustment to the fair value of expected earn-out payments, while the amortisation of acquired intangibles primarily relates to GLG, with charges of $7 million relating to the newly acquired Numeric and Pine Grove intangibles.

 



 

CFO'S FINANCIAL REVIEW (Cont'd)

 

Net management fees and net performance fees

 

Net management fees of $198 million, compared to $175 million in 2013, reflect reduced expenses driven by the cost savings programme, partly offset by lower management fees related to the reduction in overall gross margin. Net performance fees of $283 million (2013: $122 million) for the year reflect the strong performance of AHL quant alternative products, partially offset by lower performance fees from GLG.

$m

Year ended 31 December 2014

Year ended 31 December 2013

Gross management and other fees

810

967

Share of after tax profit of associates

9

12

Less:



Distribution costs

(104)

(145)

Asset services

(27)

(32)

Compensation

(310)

(344)

Other costs

(174)

(238)

Net finance expense

(6)

(45)

Net management fees

198

175




Performance fees

340

193

Gains on investments and other financial instruments

27

30

Less:



Compensation

(81)

(101)

Finance expense

(3)

-

Net performance fees

283

122

 

Taxation

 

In the current year we recognised a tax credit of $30 million in respect of previous periods, which primarily relates to the reassessment of tax exposures associated with our Asia Pacific operations. The effective tax rate on adjusted profit for the year of 10% has increased from the previous year's rate of 7% primarily due to these adjustments representing a lower proportion of adjusted profit before tax than the $34 million tax credit recognised for 2013, which principally related to the settlement of tax returns across a number of countries. The tax rate before adjusting for prior year credits and other reconciling items was 17% (2013: 18%).

 

We have $191 million of realised US tax losses which we can offset against the tax on future profits from US entities. In addition, we have $362 million of goodwill and intangibles, predominantly relating to the Numeric acquisition, which will be amortised for tax purposes in the US over 15 years and which will reduce US taxable profits in future periods. Accordingly, we do not expect to pay federal tax in the US for a number of years.

 

Previously the US business as a whole was loss making and therefore Man did not recognise any of its accumulated $191 million US tax assets. Man has recognised a deferred tax asset of $8 million in 2014, a credit to the tax expense, as a result of acquiring Numeric which means that it is likely that the US business will earn taxable profits in the future. The proportion recognised relates only to the next three years, consistent with the Group's business planning horizon. As Man does not expect to pay federal tax for the foreseeable future, any movements through the income statement relating to accounting for this deferred tax are treated as adjusting items.

 



 

CFO'S FINANCIAL REVIEW (Cont'd)

 

Cash earnings (EBITDA)

 

As the Group has a number of non-cash items in the income statement it is important to focus on cash earnings to measure the true earnings generation of our business. The table below gives a reconciliation of adjusted profit before tax to adjusted EBITDA. The main differences are net finance expense, depreciation, and amortisation of placement fees and deferred compensation charges relating to share and fund product awards. Our adjusted EBITDA/net revenue margin was 44.8% (2013: 37.5%), which can be divided between margin on management fees of 30.3% (2013: 36.0%) and performance fees of 73.8% (2013: 41.7%). The EBITDA management fee margin has decreased from 2013 due to the general product mix shift from higher margin retail assets to lower margin institutional assets, and the EBITDA performance fee margin has increased due to the majority of net performance fees earned in 2014 relating to AHL which attract a lower compensation ratio than GLG performance fees.

 

Reconciliation of adjusted PBT to adjusted EBITDA

 

$m

Year ended 31 December 2014

Year ended 31 December 20131

Adjusted PBT

481

297

Add back:



Net finance expense

9

45

Depreciation

21

39

Amortisation of capitalised computer software

3

8

Placement fee amortisation

15

15

Current year amortisation of deferred compensation

42

62

Less: Deferred compensation awards relating to the current year

(79)

(64)

Adjusted EBITDA

492

402

 

Note:

1    Adjusted EBITDA has been restated for 2013 to reflect the cash cost in relation to deferred compensation awards.

 

Balance sheet

 

The Group's balance sheet continues to be strong and liquid. At 31 December 2014, total shareholders' equity was $2.4 billion and net tangible assets were $0.8 billion. Cash and cash equivalents have decreased during the year largely as a result of the purchase of Numeric and Pine Grove ($227 million), dividends on ordinary shares ($163 million), share repurchase and associated costs ($116 million) and an increase in seeding investments ($223 million), partially offset by seeding redemptions ($89 million), the issuance of the Tier 2 notes ($149 million including costs) and other cash inflows from operating activities ($263 million). Goodwill and other intangibles have increased in 2014 due to the acquisition of Numeric and Pine Grove, partially offset by amortisation of $72 million.

 

The issuance of the Tier 2 subordinated notes of $150 million in September 2014 is expected to result in an annualised pre-tax interest expense of $9 million from 2015, and has increased the Group's surplus capital by around $149 million. Associated issuance costs of $1 million have been capitalised.



 

CFO'S FINANCIAL REVIEW (Cont'd)

 

Balance sheet

 

$m

31 December 2014

31 December 2013

Cash and cash equivalents

738

992

Fee and other receivables

396

388

Total liquid assets

1,134

1,380

Payables

(697)

(762)

Net liquid assets

437

618

Investments in fund products and other investments

460

323

Pension asset

45

71

Investments in associates

30

31

Leasehold improvements and equipment

52

68

Total tangible assets

1,024

1,111

Borrowings

(149)

-

Deferred tax liability

(36)

(58)

Net tangible assets

839

1,053

Goodwill and other intangibles

1,595

1,354

Shareholders' equity

2,434

2,407

 

 

Liquidity

 

Operating cash flows were $129 million during the year, with cash and cash equivalents balances of $738 million at year end. The working capital movements principally relate to an increase in seeding investments of $134 million and an increase in fee receivables at the year end of $72 million, with the remainder relating primarily to lower compensation accruals and lower redemption proceeds payable to investors.

 

$m

Year ended 31 December 2014

Cash at 31 December 2013

992

Operating cash flows before working capital movements

463

Working capital movements (including seeding)

(334)

Payment of dividends

(163)

Acquisition of subsidiaries, net of cash acquired

(227)

Share repurchase (including costs)

(116)

Issuance of Tier 2 notes (including costs)

149

Other movements

(26)

Cash at 31 December 2014

738

 

The committed revolving credit facility of $1,525 million is available and undrawn, with $70 million maturing on 22 July 2016, $120 million maturing on 22 July 2017, and the remainder ($1,335 million) maturing on 22 July 2018. The management of liquidity and capital are explained in Note 14 and Note 22 to the financial statements, respectively.

 



 

CFO'S FINANCIAL REVIEW (Cont'd)

 

Going concern

 

The directors have concluded that there is a reasonable expectation that Man has adequate resources to continue in operational existence for the foreseeable future, and have accordingly prepared the financial statements on a going concern basis.

 

Regulatory capital

 

Man is compliant with the FCA's capital standards and has maintained significant surplus regulatory capital throughout the year. At 31 December 2014, surplus regulatory capital over the regulatory capital requirements was $419 million.

 

The decrease in the Group financial resources of $335 million during 2014 primarily relates to:

(1)  The acquisitions of Numeric and Pine Grove, which has increased the intangibles deduction from Tier 1 capital by $345 million;

(2)  The final 2013 dividend payment of $95 million;

(3)  The share repurchase programme undertaken in the first half of the year of $116 million (including costs); partly offset by

(4)  H1 2014 post-tax net performance fee income of $55 million (H2 2014 performance fees will be added once audited in February 2015); and

(5)  The issuance of Tier 2 debt of $150 million, less capitalised costs of $1 million.

 

The increase in the Group financial resources requirement of $6 million primarily relates to a net increase of $34 million driven by seeding investments in fund products, partly offset by the impact of a lower capital requirement on various receivables balances.

 

Group's regulatory capital position

 

$m

31 December 2014

31 December 2013

Permitted share capital and reserves

2,101

2,311

Less deductions (primarily goodwill and other intangibles)

(1,564)

(1,273)

Available Tier 1 Group capital

537

1,038

Lower Tier 2 capital - subordinated debt1

149

-

Other Tier 2 capital

20

3

Group financial resources

706

1,041

Less financial resources requirement

(287)

(281)

Surplus capital

419

760

 

1 Lower Tier 2 capital is not permitted to exceed one third of Group financial resources.

 

 



 

FINANCIAL STATEMENTS

 

Group income statement

 

$m

Note

Year ended 31 December 2014

Year ended 31 December 2013

Revenue:




 Gross management and other fees

3

810

 967

 Performance fees

3

 340

193



 1,150

 1,160

Income or gains on investments and other financial instruments


44

33

Distribution costs

4

(104)

(145)

Asset services

5

(27)

(32)

Amortisation of acquired intangible assets

12

(72)

(66)

Compensation

6

(394)

(481)

Other costs

7

(202)

(323)

Share of after tax profit of associates

19

 9

 12

Gain on disposal of Lehman claims

2

-

 5

(Loss)/gain on disposal of subsidiaries and other interests

2

(4)

 11

Impairment of goodwill

2,12

-

(69)

Recycling of FX revaluation on liquidation of subsidiaries

2

-

(1)

Finance expense

8

(19)

(61)

Finance income

8

 3

 13

Profit before tax


 384

 56

Taxation (expense)/credit

9

(19)

16

Statutory profit for the year attributable to owners of the Parent


 365

72





Earnings per share:

10



Basic (cents)


 20.8

 3.0

Diluted (cents)


 20.5

2.9





Adjusted profit before tax

2

 481

297

 



 

FINANCIAL STATEMENTS (Cont'd)

 

Group statement of comprehensive income

 

$m

Year ended 31 December 2014

Year ended 31 December 2013

Statutory profit for the year attributable to owners of the Parent

 365

 72

Other comprehensive (expense)/income:



Remeasurements of post-employment benefit obligations

(21)

 16

Corporation tax credited on pension revaluation

4

 6

Deferred tax credited/(debited) on pension revaluation

-

(11)

Items that will not be reclassified to profit or loss

(17)

11

Available for sale investments:



  Valuation gains/(losses) taken to equity

 -

(1)

  Transfers from Group statement of comprehensive income upon sale or impairment

-

 1

Cash flow hedges:



  Valuation (losses)/gains taken to equity

(16)

 12

  Transfer to Group income statement

(17)

(1)

  Corporation tax credited/(debited) on cash flow hedge movements

3

(3)

Net investment hedge

 13

 20

Foreign currency translation

(24)

(35)

Recycling of FX revaluation on liquidation of subsidiaries

-

1

Items that may be subsequently reclassified to profit or loss

(41)

(6)

Other comprehensive (expense)/income for the year (net of tax)

(58)

5

Total comprehensive income for the year attributable to owners of the Parent

307

77

 

 

 



 

FINANCIAL STATEMENTS (Cont'd)

 

Group balance sheet

 

$m

Note

At 31 December 2014

At 31 December

2013

Assets




Cash and cash equivalents

14

738

992

Fee and other receivables

16

396

388

Investments in fund products and other investments

15

307

273

Pension asset


45

71

Investments in associates

19

30

31

Leasehold improvements and equipment

20

52

68

Goodwill and acquired intangibles

12

1,582

1,328

Other intangibles

13

13

26



3,163

3,177

Non-current assets held for sale

15

186

56

Total assets


3,349

3,233

Liabilities




Trade and other payables

17

581

633

Provisions

18

65

92

Current tax liabilities


51

37

Borrowings

14

149

-

Deferred tax liabilities

9

36

58



882

820

Non-current liabilities held for sale

15

33

6

Total liabilities


915

826

Net Assets


2,434

2,407





Equity




Capital and reserves attributable to the owners of the Parent

22

2,434

2,407

 



 

FINANCIAL STATEMENTS (Cont'd)

Group cash flow statement

$m

 

 

Note

Year ended
31 December
2014

Year ended
31 December
2013

Cash flows from operating activities




Profit for the period


 365

72

Adjustments for:




    Income tax


 19

(16)

    Net finance expense


 16

 48

    Share of profits of associates


(9)

(12)

    Loss/(gain) on disposal of subsidiaries and other interests


 4

(11)

    Reassessment of the litigation provision


(6)

-

    Depreciation and impairment of leasehold improvements and equipment


 21

 82

    Amortisation of acquired intangible assets


 72

 66

    Amortisation of other intangible assets


 16

18

    Share-based payment expense


 11

 36

    Revaluation of FRM contingent consideration


(17)

(3)

    Impairment of goodwill


 -

 69

    Gain on disposal of Lehman claims


-

(5)

    Recycling of FX revaluation on liquidation of subsidiaries


 -

 1

    Defined benefit pension plans (including repayments/contributions)


 3

(24)

    Other non-cash movements


(16)

38



 479

359

Changes in working capital:




Decrease/(increase) in receivables


 12

(9)

(Increase)/decrease in other financial assets (seeding investments and loans to fund products)


(134)

 155

(Decrease)/increase in payables


(212)

 80

Cash generated from operations


 145

585

Interest paid


(3)

(73)

Income tax paid


(13)

(64)

Cash flows from operating activities


 129

448

Cash flows from investing activities




Purchase of leasehold improvements and equipment


(3)

(2)

Purchase of other intangible assets


(9)

(3)

Purchase of investments in fund products for deferred compensation awards and other investments


(45)

(51)

Proceeds from sale of leasehold improvements and equipment


-

 1

Proceeds from settlement and sale of Lehman claims


-

5

Net proceeds from sale of investments in fund products for deferred compensation awards and other investments


 40

40

Acquisition of subsidiaries, net of cash acquired


(227)

 -

Interest received


 3

13

Payment of contingent consideration in relation to acquisition of FRM


(8)

(12)

Dividends received from associates


 10

11

Proceeds from sale of interest in Nephila and other interests


-

21

Cash flows from investing activities


(239)

 23

Cash flows from financing activities




Proceeds from issue of ordinary shares


 2

4

Proceeds from borrowings (net of costs)


149

-

Purchase of own shares by the Employee Trusts


(16)

(22)

Repurchase of own shares (including costs)


(116)

-

Repayment of borrowings


 -

(1,159)

Dividends paid to Company shareholders


(163)

(277)

Dividend payments in respect of perpetual subordinated capital securities


 -

(25)

Cash flows from financing activities


(144)

(1,479)

Net (decrease) in cash


(254)

(1,008)

Cash at beginning of the year


 992

2,000

Cash at year end

14

 738

992

FINANCIAL STATEMENTS (Cont'd)

 

Group statement of changes in equity

 

$m

Equity attributable to owners of the parent
Year ended 31 December 2014

Equity attributable to owners of the parent
Year ended 31 December 2013

Share capital and capital reserves

Revaluation reserves and retained earnings

Total equity

Share capital and capital reserves

Revaluation reserves and retained earnings

Total

Non-controlling interest

Total equity

At beginning of the year

 1,191

 1,216

 2,407

1,187

1,423

2,610

300

2,910

Profit for the year

-

 365

 365

-

72

72

-

72

Other comprehensive (expense)/income

-

(58)

(58)

-

5

5

-

5

Total comprehensive income for the year

-

 307

 307

-

77

77

-

77

Perpetual capital securities coupon

-

-

-

-

(19)

(19)

-

(19)

Buyback of perpetual capital securities

-

-

-

-

-

-

(300)

(300)

Share-based payments

 2

11

 13

4

30

34

-

34

Purchase of own shares by the Employee Trusts

-

(14)

(14)

-

(18)

(18)

-

(18)

Repurchase of own shares

-

(116)

(116)

-

-

-

-

-

Dividends

-

(163)

(163)

-

(277)

(277)

-

(277)

At year end (Note 22)

 1,193

 1,241

 2,434

1,191

1,216

2,407

-

2,407

 

 

Shareholders' equity remained largely in line with prior year largely as a result of the statutory profit for the year being offset by the 2013 final dividend payment and share repurchase. In the prior year, shareholders' equity decreased primarily as a result of dividend payments which were not covered by the statutory profit for the year, and the repurchase of the perpetual subordinated capital securities.

 

The proposed final dividend would reduce shareholders' equity by $106 million (2013: $95 million) subsequent to the balance sheet date.

 

Details of share capital and capital reserves, revaluation reserves and retained earnings and related movements are included in Note 22.



 

Notes to the Group financial statements

 

1. Basis of preparation

 

In preparing the financial information in this statement the Group has applied policies which are in accordance with the International Financial Reporting Standards as adopted by the European Union at 31 December 2014. Details of the Group's accounting policies can be found in the Group's Annual Report for the year ended 31 December 2013, and the adoption of IFRS 10 'Consolidated financial statements', IFRS 12 'Disclosures of interests in other entities' and the presentation of provisions are explained in the sections below. The financial information included in this statement does not constitute the Group's statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2014, upon which the auditors have issued an unqualified report, will shortly be delivered to the Registrar of Companies.

 

The annual report will be posted to shareholders on 11 March 2015. The Notice of the Company's 2015 Annual General Meeting will be posted separately in early April 2015. The Annual General Meeting will be held on Friday 8 May 2015 at 10am at Man Group's offices at Riverbank House, 2 Swan Lane, London EC4R 3AD.

 

Impact of new accounting standards

IFRS 10 'Consolidated financial statements' is the revised consolidation accounting standard, which became effective from 1 January 2014. The adoption of this standard has resulted in the consolidation of one fund at 31 December 2013 and five funds at 31 December 2014. These funds are classified on the balance sheet as non-current assets/liabilities held for sale (Note 15). The impact of consolidating these funds is an increase in the gross assets and liabilities on the Group balance sheet of around $33 million. There is no impact on the Group income statement.

 

In considering the principles of IFRS 10, Man has redefined 'associates' to exclude fund entities where Man is acting as Agent and therefore we do not have significant influence. Accordingly, these fund entities are no longer considered related parties as defined in International Accounting Standard 24 'Related Parties'. There is no impact on the Group income statement or Group balance sheet.

 

IFRS 12 'Disclosures of interests in other entities' became effective from 1 January 2014. As a result of the adoption of this standard, additional information about the risk exposure from structured entities, which we have defined as fund entities for which Man is the investment manager, is provided in Note 15.

 

Changes in presentation

A change in presentation of the balance sheet has been made in the period to separate 'provisions' from 'trade and other payables', and to provide a summary of movements in provisions for the year (Note 18).

 



 

2. Adjusted profit before tax

 

Statutory profit before tax is adjusted to give a fuller understanding of the underlying profitability of the business. The directors consider that the Group's profit is most meaningful when considered on a basis which excludes restructuring costs, impairment of assets, acquisition and disposal related Items (including non-cash items such as amortisation of purchased intangible assets and deferred tax movements relating to the recognition of tax losses in the US) and certain non-recurring gains or losses, which therefore reflect the recurring revenues and costs that drive the Group's cash flow. The directors are consistent in their approach to the classification of adjusting items period to period, maintaining an appropriate symmetry between losses and gains and the reversal of any accruals previously classified as adjusting items. These are explained in detail either below or in the relevant note.

$m

Note

Year ended 31 December 2014

Year ended 31 December 2013

Statutory profit before tax


384

 56

Adjusting items:




Reassessment of the litigation provision


(6)

-

Litigation, regulatory and other settlements

7

24

14

Acquisition and disposal related:




     Compensation - restructuring

6

3

-

     Other costs - professional fees and integration costs

7

9

-

     Revaluation of FRM contingent consideration

12,27

(17)

(3)

     Unwind of contingent consideration discount

8

7

 3

     Amortisation of acquired intangible assets

12

72

 66

     Loss/(gain) on disposal of subsidiaries and other interests


4

(11)

     Recycling of FX revaluation on liquidation of subsidiaries


-

 1

Impairment of goodwill

12

-

 69

Compensation - restructuring

6

-

 36

Other costs - restructuring

7

1

 28

Other costs - accelerated depreciation

7

-

 43

Gain on disposal of Lehman claims


-

(5)

Adjusted profit before tax


481

297

Tax on adjusted profit1


(46)

(21)

Adjusted profit after tax


435

276

 

Note:

1    The difference of $27 million (2013: $37 million) between tax on statutory profit and tax on adjusted profit is made up of a tax credit of $19 million (2013: $37 million expense) on adjusting items and a tax credit of $8 million (2013: nil) relating to the recognition of a deferred tax asset which is classified as an adjusting item (Note 9).

 

The 2014 credit of $6 million relates to reassessment of potential legal claims (Note 18). In 2014 litigation, regulatory and other settlements relates to legal claims, including associated costs. In 2013 the $14 million primarily relates to the settlement of a regulatory enquiry in the US and directly associated legal costs.

 

The acquisition related compensation and other costs relate to staff termination, legal and other advisory fees relating to the Numeric and Pine Grove transactions, as well as the costs of integrating our operating platforms (Note 12 and Note 18). Compensation costs incurred as part of restructuring are accounted for in full at the time the obligation arises, following communication of the formal plan, and include payments in lieu of notice, enhanced termination costs, and accelerated share-based payment and fund product based charges.

 

The revaluation of the FRM contingent consideration is an adjustment to the fair value of expected FRM earn-out payments, resulting primarily from movements in net management fee run rates since the acquisition of FRM, and has been included within income or gains on investments and other financial instruments. The unwind of the discount on contingent consideration in 2014 relates to FRM ($3 million), Numeric ($3 million) and Pine Grove ($1 million) contingent consideration since the respective acquisition dates (Note 12), and is included within finance expense (Note 8).

 

Amortisation of acquired intangibles primarily relates to investment management contracts and brands recognised on the acquisition of GLG and FRM, with amortisation charges of $7 million in 2014 relating to the newly acquired Numeric and Pine Grove intangibles (Note 12).

 

The $4 million loss on disposal of subsidiaries and other interests in 2014 is the result of the Group selling two of its subsidiaries to local management in May 2014. The prior period $11 million gain on disposal relates primarily to the disposal of a 6.25% stake in Nephila in January 2013, reducing our stake to 18.75%. In 2013, some of the Group's foreign subsidiaries were liquidated, which had accumulated foreign currency translation reserves of $1 million at the date of liquidation. Upon liquidation of these subsidiaries the related foreign currency translation was recycled to the Group income statement. In the prior year the FRM goodwill was impaired by $69 million, primarily relating to our legacy Man Multi-Manager Business (Note 12).

 

In 2014, the $1 million of restructuring costs relates to an onerous lease on our New York property. The $36 million of compensation restructuring costs recognised in 2013 relate to the further phase of cost saving initiatives announced on 2 August 2013. Other costs relating to restructuring in 2013 primarily relate to onerous property lease provisions, largely in relation to Riverbank House (our main London office and headquarters). The prior year accelerated depreciation included within Other costs primarily relates to leasehold improvements and equipment as a result of the sub-letting of office space in Riverbank House. During 2013, $5 million of additional proceeds were received relating to the disposal of the Lehman claims in 2012.

 

3. Revenue

 

Fee income is Man's primary source of revenue, which is derived from the investment management agreements that we have in place with the fund entities. Fees are generally based on an agreed percentage of the valuation of FUM and are typically charged in arrears. Management fees net of rebates, which include all non-performance related fees and interest income from loans to fund products, are recognised in the year in which the services are provided.

 

Performance fees net of rebates relate to the performance of the funds managed during the year and are recognised when the quantum of the fee can be estimated reliably and has crystallised. This is generally at the end of the performance period or upon early redemption by a fund investor. Until the performance period ends market movements could significantly move the net asset value (NAV) of the fund products. Man will typically only earn performance fee income on any positive investment returns in excess of the high-water mark, meaning we will not be able to earn performance fee income with respect to positive investment performance in any year following negative performance until that loss is recouped, at which point a fund investor's investment surpasses the high water mark.

 

4. Distribution costs

$m

Year ended 31 December 2014

Year ended 31 December 2013

Distribution costs

104

145

 

Distribution costs paid to external intermediaries are directly related to their marketing activity and the investors serviced by them. The distribution expense is therefore variable with FUM and the associated management fee income.

 

Distribution costs, before adjusting items, of $104 million (2013: $145 million) comprise product placement fees of $15 million (2013: $15 million) and investor servicing fees of $89 million (2013: $130 million). Servicing fees have decreased primarily as a result of the roll-off of guaranteed product FUM and a mix shift towards institutional assets, particularly in the quant alternatives category.

 

Placement fees are paid for product launches or sales and are capitalised and amortised over the expected investment holding period (Note 13). Investor servicing fees are paid to intermediaries for ongoing investor servicing and are expensed as incurred.

 

5. Asset services

 

Asset services include valuations, fund accounting, and registrar functions performed by third parties under contract to Man, on behalf of the funds.

 

The cost of these services is based on the number of transactions or FUM, and is therefore variable with activity levels and FUM. Asset services costs for the year are $27 million compared to $32 million in 2013. The decrease in asset services costs is primarily a result of contract renegotiations in the latter half of 2014.

 

6. Compensation

 

$m

Year ended 31 December 2014

Year ended 31 December 2013

Salaries

136

163

Variable cash compensation

174

186

Share-based payment charge

12

30

Fund product based payment charge

30

32

Social security costs

33

24

Pension costs

6

10

Compensation costs - before adjusting items

391

445

Acquisition related costs

3

-

Restructuring

-

36

Total compensation costs

394

481

 

Compensation is our largest cost and an important component of our ability to retain and attract talent at Man. In the short-term the variable component of compensation adjusts with revenues and profitability. In the medium-term the active management of headcount can reduce fixed compensation, if required.

 

Compensation costs in total are $391 million, before adjusting items, or 36% of net revenue (2013: 42%). Net revenue is defined as gross management and other fees, performance fees, income or gains on investments and other financial instruments, share of after tax profit of associates, less external distribution costs. Salaries and variable cash compensation are charged to the Group income statement in the year in which they are incurred, and include partner drawings.

 

Fixed compensation and benefits are $155 million compared to $188 million in the prior year. Fixed compensation comprises salaries, pension costs and a portion of the social security costs. The current year includes Numeric and Pine Grove fixed compensation from 5 September 2014 and 4 August 2014 respectively, the dates of acquisition.

 

Variable compensation is $236 million compared to $257 million in the prior year, primarily reflecting lower performance fee related compensation and the change in application of the policy for deferred awards, as discussed in the next paragraph.

 

The directors have determined that going forward all share-based and fund product-based awards relate entirely to future services, which is consistent with the approach currently adopted for GLG awards, and hence the amortisation charge relating to all future awards will be spread over the vesting period from the date of grant. The revised application of the deferred compensation policy results in a lower charge to the income statement of around $17 million in 2014, compared to the approach applied previously.

 

The accounting for share-based and fund product based compensation arrangements is covered in Note 21. The unamortised deferred compensation at year end is $22 million (2013: $24 million) which has a weighted average remaining vesting period of 1.3 years (2013: 1.4 years).

 

Pension costs relate to Man's defined contribution and defined benefit plans.

 

7. Other costs

$m

Year ended 31 December 2014

Year ended 31 December 2013

Occupancy

33

50

Technology and communication

32

34

Temporary staff, recruitment, consultancy and managed services

25

32

Legal fees and other professional fees

13

18

Benefits

12

15

Insurance

7

11

Travel and entertainment

9

10

Audit, accountancy, actuarial and tax fees

8

7

Marketing and sponsorship

6

6

Other cash costs

5

8

Total other costs before depreciation and amortisation and adjusting items

150

 191

Depreciation and amortisation

24

 47

Other costs - before adjusting items

174

 238

Reassessment of litigation provision (Note 2)

(6)

-

Litigation, regulatory and other settlements (Note 2)

24

14

Acquisition related other costs (Note 2)

9

-

Restructuring (Note 2)

1

28

Accelerated depreciation (Note 2)

-

43

Total other costs

202

 323

 

The level of expenses, including occupancy, communication, technology and travel and entertainment, is linked to headcount.

 

Other costs, before depreciation and amortisation and adjusting items, are $150 million in the year, compared to $191 million in the prior year, which reflects the impact of the previously announced cost savings programme.

 

8. Finance expense and finance income

$m

Year ended 31 December 2014

Year ended 31 December 2013

Finance income:



  Interest on cash deposits and US Treasury bills

3

13

Total finance income

 3

13

Finance expense:



  Interest payable on borrowings

(3)

(22)

  Revolving credit facility costs, premium paid on debt buybacks and other (Note 14)

(9)

(36)

Total finance expense - before adjusting items

(12)

(58)

  Unwind of contingent consideration discount (Note 2)

(7)

(3)

Total finance expense

(19)

(61)

 

 

 

9. Taxation

$m

Year ended 31 December 2014

Year ended 31 December 2013

Analysis of tax charge/(credit) for the period:



Current tax:



    UK corporation tax on profits of the period

54

29

    Foreign tax

17

16

    Adjustments to tax charge in respect of previous periods

(30)

(34)

Total current tax

41

11

Deferred tax:



    Origination and reversal of temporary differences

(14)

(28)

    Adjustments to tax charge in respect of previous periods

-

1

    Initial recognition of US deferred tax asset

(8)

-

Total deferred tax

(22)

(27)

Total tax charge/(credit)

19

(16)

 

Man is a global business and therefore operates across many different tax jurisdictions. Income and profits are allocated to these different jurisdictions based on transfer pricing methodologies set in accordance with the laws of the jurisdictions in which we operate. The effective tax rate results from the combination of taxes paid on earnings attributable to the tax jurisdictions in which they arise. The majority of the Group's profit was earned in the UK and Switzerland. The current effective tax rate of 5% (2013: -29%) differs from the underlying rate principally as a result of the release of a tax liability of $25 million and recognition of a US deferred tax asset of $8 million, which are detailed below. The effective tax rate is otherwise consistent with this earnings profile. The effective tax rate on adjusted profits (Note 2) is 10% (2013: 7%). The higher rate is principally the result of the effect of credits to the tax charge in respect of previous periods of a similar value to 2013 having a smaller impact on the higher profits in 2014.

 

The tax on Man's total profit before tax is lower than the amount that would arise using the theoretical effective tax rate applicable to profits/(losses) of the consolidated companies as follows:

 

$m

Year ended 31 December 2014

Year ended 31 December 2013

Profit before tax

384

56

Theoretical tax charge at UK rate: 21.50% (2013: 23.25%)

83

13

Effect of:



Overseas rates compared to UK

(20)

(14)

Adjustments to tax charge in respect of previous periods

(30)

(33)

Impairment of goodwill and other adjusting items

(1)

19

Share-based payments

(3)

10

Initial recognition of US deferred tax asset

(8)

-

Other

(2)

Total tax charge/(credit)

19

(16)

 

In the current year the adjustments to the tax charge in respect of previous periods largely relates to the release of $25 million due to reassessment of tax exposures associated with our Asia Pacific operations.

 

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the rates expected to be applied when the deferred tax asset or liability is realised.

 

Movements in deferred tax are as follows:

 

$m

Year ended 31 December 2014

Year ended 31 December 2013

Deferred tax liability



At 1 January

(97)

 (114)

Credit to the income statement

14

 17

Deferred tax liability at 31 December

(83)

(97)

Deferred tax asset



At 1 January

39

 43

Credit to the income statement

8

10

Credit/(charge) directly to equity

2

(10)

Other currency differences

(2)

(4)

Deferred tax asset at 31 December

47

39

 

The deferred tax liability of $83 million (2013: $97 million) relates to deferred tax arising on acquired intangible assets.

 

The deferred tax asset of $47 million (2013: $39 million) principally relates to US tax losses and intangible assets of $8 million (2013: nil), defined benefit pension schemes of $8 million (2013: $9 million), employee share schemes of $17 million (2013: $7 million), and tax allowances over depreciation of $14 million (2013: $18 million). The deferred tax asset income statement credit of $8 million (2013: $10 million) relates to initial recognition of the deferred tax asset in respect of US losses of $8 million (2013: nil), an increase in the deferred tax asset on employee share schemes of $7 million (2013: nil), a decrease in the deferred tax asset arising on tax allowances over depreciation of $4 million (2013: $9 million decrease) and a decrease in the deferred tax liability on other temporary differences of $3 million (2013: $1 million increase). The credit to other revenue reserves of $2 million (2013: charge of $10 million) relates to movements in the pension accrual and employee share schemes in the year.

 

The Group has accumulated deferred tax assets in the US of $191 million. These assets principally comprise accumulated operating losses from existing operations and future amortisation of goodwill and intangibles assets generated from acquisitions that will be available to offset future taxable profits in the US. These assets have not been recognised on the balance sheet in the past because the US business as a whole was loss making, and therefore there was no clear evidence that the business would be able to benefit from these tax assets. As at 31 December 2014, a proportion ($8 million) of these previously unrecognised deferred tax assets has been recognised, triggered by the acquisition of Numeric, which gives rise to a higher degree of certainty that the US business will earn taxable profits in future periods. The $8 million deferred tax asset recognised in 2014 represents amounts which can be offset against probable future taxable profits, which are considered to be forecast profits for the next three years only (consistent with the Group's business planning horizon). As a result of the recognised deferred tax asset and the remaining unrecognised available US deferred tax assets of $183 million (2013: $188 million), Man does not expect to pay federal tax on any taxable profits it may earn in the US for the foreseeable future. Accordingly, any movements in this US tax asset are classified as an adjusting item in Note 2 (such as the credit to tax expense of $8 million recognised in 2014).

 

10. Earnings per ordinary share (EPS)

 

The calculation of basic EPS is based on post-tax profit (and for 2013, after payments to holders of the perpetual subordinated capital securities of $19 million after tax) of $365 million compared to a profit of $53 million in the prior year, and ordinary shares of 1,754,177,715 (2013: 1,787,851,123), being the weighted average number of ordinary shares on issue during the period after excluding the shares owned by the Man Employee Trusts. For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares, being ordinary shares of 1,778,702,369 (2013: 1,818,402,923).

 

The details of movements in the number of shares used in the basic and dilutive EPS calculation are provided below.


Year ended 31 December 2014

Year ended 31 December 2013

Total number (million)

Weighted average (million)

Total number (million)

Weighted average
(million)

Number of shares at beginning of year

 1,823.7

 1,823.7

 1,821.8

 1,821.8

Issues of shares

 1.4

 1.1

 1.9

 1.4

Repurchase of own shares

(68.8)

(45.9)

-

-

Number of shares at period end

 1,756.3

 1,778.9

 1,823.7

 1,823.2

Shares owned by Employee Trusts

(21.1)

(24.8)

(29.7)

(35.3)

Basic number of shares

 1,735.2

 1,754.1

 1,794.0

 1,787.9

Share awards under incentive schemes


 21.2


 27.7

Employee share options


 3.4


 2.8

Diluted number of shares


 1,778.7


 1,818.4

 

The reconciliation from EPS to adjusted EPS is given below:

 


Year ended 31 December 2014

Basic and diluted post-tax earnings

$m

Basic earnings per share

cents

Diluted earnings per share

cents

Earnings per share

 365

 20.8

 20.5

Items for which EPS has been adjusted (Note 2)

 97

 5.5

 5.4

Tax adjusting items (Note 2)

(27)

(1.5)

(1.5)

Adjusted earnings per share

 435

 24.8

 24.4

Net performance fees (post-tax)

(256)

(14.5)

(14.3)

Adjusted management fee earnings per share

 179

 10.3

 10.1

 


Year ended 31 December 2013

Basic and diluted post-tax earnings
$m

Basic earnings per share
cents

Diluted earnings per share
cents

Earnings per share1

 53

 3.0

 2.9

Items for which EPS has been adjusted (Note 2)

241

 13.5

 13.3

Tax on adjusting items (Note 2)

(37)

(2.1)

(2.1)

Adjusted earnings per share

257

14.4

14.1

Net performance fees (post-tax)

(114)

(6.4)

(6.2)

Adjusted management fee earnings per share

 143

 8.0

 7.9

 

Note:

1    The difference between post-tax profit and basic and diluted post-tax profit in 2013 is the adding back of the expense relating to the perpetual subordinated capital securities which were redeemed during 2013 (Note 22), totalling $19 million post-tax.

 

 

11. Dividends

$m

Year ended 31 December 2014

Year ended 31 December 2013

Ordinary shares



Final dividend paid for the year to 31 December 2013 - 5.3 cents (2012: 12.5 cents)

95

230

Interim dividend paid for the six months to 30 June 2014 - 4.0 cents (2013: 2.6 cents)

68

47

Dividends paid during the year

163

277

Proposed final dividend for the year to 31 December 2014 - 6.1 cents (2013: 5.3 cents)

106

95

 

Dividend distribution to the Company's shareholders is recognised directly in equity in Man's financial statements in the period in which the dividend is paid or, if required, approved by the Company's shareholders.

 

12. Goodwill and acquired intangibles

 

$m

Year ended 31 December 2014

Year ended 31 December 2013

Goodwill

IMCs and other acquired intangibles2

Total

Goodwill

IMCs and other acquired intangibles2

Total

Cost:







At beginning of the year

 2,231

 726

 2,957

2,252

726

2,978

Acquisition of business1

 137

198

 335

-

-

-

Currency translation

(8)

-

(8)

(16)

-

(16)

Other adjustment3

(1)

-

(1)

(5)

-

(5)

At year end

 2,359

 924

 3,283

2,231

726

2,957

Amortisation and impairment:







At beginning of the year

(1,423)

(206)

(1,629)

(1,354)

(140)

(1,494)

Amortisation

-

(72)

(72)

-

(66)

(66)

Impairment4

-

-

-

(69)

-

(69)

At year end

(1,423)

(278)

(1,701)

(1,423)

(206)

(1,629)

Net book value at year end

 936

 646

 1,582

808

520

1,328

Allocated to cash generating units as follows:







GLG

201

431

 632

201

493

694

AHL

461

-

 461

468

-

468

FRM

140

36

 176

139

27

166

Numeric

134

179

 313

-

-

-

 

Notes:

1    Acquisition of business relates to Numeric and Pine Grove.

2    Includes investment management contracts (IMCs), brand names and distribution channels.

3    The 2014 other adjustment of $1 million relates to the disposal of goodwill resulting from the sale of a subsidiary to local management during the year. The prior year other adjustment of $5 million to goodwill relates to an adjustment to the calculation for the FRM contingent consideration at the date of acquisition (July 2012), reducing the goodwill and contingent consideration creditor.

4    The 2013 impairment of $69 million relates to FRM.

 

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of the identifiable net assets of the acquired business at the date of acquisition.

 

Goodwill is carried on the Group balance sheet at cost less accumulated impairment. Goodwill has an indefinite useful life, is not subject to amortisation and is tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying value exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

 

Investment management contracts, distribution channels and brand names

Investment management contracts (IMCs), distribution channels and brand names are recognised at the present value of the expected future cash flows and are amortised on a straight-line basis over the expected useful lives, which are between 5 and 13 years.

 

Allocation of goodwill to cash generating units

For statutory accounting impairment review purposes, the Group has identified four cash generating units (CGUs): GLG, AHL, FRM and Numeric. The goodwill and other intangible assets acquired as part of the Pine Grove acquisition have been allocated to the FRM CGU as the acquired Pine Grove business has been fully integrated with the FRM business. The Numeric acquisition is detailed below.

 

The Man Systematic Strategies business (MSS) was integrated into the AHL business on 1 January 2013, and associated goodwill of $71 million was transferred from the GLG and FRM CGUs to the AHL CGU at that date.

 

Calculation of recoverable amounts for cash generating units

The recoverable amounts of the Group's CGUs are assessed each year using a value in use calculation. The value in use calculation gives a higher valuation compared to a fair value less cost to sell approach, as this would exclude some of the revenue synergies available to Man through its ability to distribute products using its well established distribution channels, which may not be fully available to other market participants.

 

The value in use calculations at 31 December 2014 use cash flow projections based on the Board approved financial plan for the year to 31 December 2015 and a further two years of projections (2016 and 2017) plus a terminal value. The valuation analysis is based on best practice guidance whereby a terminal value is calculated at the end of a short discrete budget period and assumes, after this three year budget period, no growth in asset flows above the long-term growth rate.

 

The key assumptions used in the value in use calculations are represented by the compound average annualised growth in FUM over the three year budget period and the discount rates applied to the modelled cash flows. The value in use calculations are sensitive to small changes in the key assumptions, in particular in relation to the compound average annualised growth in FUM over the three year forecast period. Sensitivity analysis of this assumption is given in each of the GLG, AHL and FRM sections below. The terminal value is calculated based on the projected closing FUM at 31 December 2017 and applying a mid-point of a range of historical multiples to the forecast cash flows associated with management and performance fees. A bifurcated discount rate has been applied to the modelled cash flows to reflect the different risk profile of net management fee income and net performance fee income. The discount rates are based on the Group's weighted average cost of capital using a risk free interest rate, together with an equity risk premium and an appropriate beta derived from consideration of Man's beta, similar alternative asset managers', and the asset management sector as a whole. The post-tax discount rates applied are the same as those used in 2013.

 

The specific assumptions applied to the value in use calculations for each of the CGUs are explained in the sections below.

 

GLG cash generating unit

For the year ended 31 December 2013 there was no impairment charge. The recoverable amount of the GLG CGU has again been assessed at 31 December 2014. The key assumptions used in the value in use calculation are shown in the table below.

 



Compound average annualised growth in FUM (over three years)

7%

Discount rate (post-tax)1


- Net management fees

11%

- Net performance fees

17%

Terminal value (mid-point of range of historical multiples, post-tax)2


- Management fees

13x

- Performance fees

5.5x

Notes:

1    The pre-tax equivalent of the net management fee and net performance fee discount rates are 14% and 21% respectively.

2    The terminal value is equivalent to an overall terminal growth rate of 3% for management fees and 0% for performance fees.

 

The GLG value in use calculation at 31 December 2014 indicates a value of $800 million, with around $150 million of headroom over the carrying value of the GLG business. Therefore, no impairment charge is deemed necessary at 31 December 2014. The valuation at 31 December 2014 is around $500 million lower than the value in use calculation at 31 December 2013, primarily as a result of lower than anticipated investment performance and net inflows in 2014, particularly for discretionary alternatives, and decreased growth in FUM anticipated over the next three years as result of the 2014 performance.

 

The table below shows scenarios whereby the base case key assumptions are changed to stressed assumptions, indicating the modelled headroom or impairment that would result. Each assumption, or set of assumptions, is stressed in isolation. The results of these sensitivities make no allowance for actions that management would take if such market conditions persisted.

 


Compound average annualised growth in FUM

Discount rates (post-tax)

Multiples (post-tax)


Management fee/

Performance fee

Management fee/

Performance fee

Stressed to:

5%

4%

10%/16%

12%/18%

14x/6.5x

12x/4.5x

Modelled headroom/(impairment) ($m)

31

(20)

1681

1361

2172

852

Notes:

1    An increase/decrease of $16 million.

2    An increase/decrease of $66 million.

 

AHL cash generating unit

For the year ended 31 December 2013 there was no impairment charge. The recoverable amount of the AHL CGU has been assessed at 31 December 2014 using a value in use calculation. The key assumptions used in the value in use calculation are shown in the table below.



Compound average annualised growth in FUM (over three years)

17%

Discount rate (post-tax)1


- Net management fees

11%

- Net performance fees

17%

Terminal value (mid-point of range of historical multiples, post-tax)2


- Management fees

13x

- Performance fees

5.5x

Notes:

1    The pre-tax equivalent of the net management fee and net performance fee discount rates are 13% and 21% respectively.

2    The terminal value is equivalent to an overall terminal growth rate of 3% for management fees and 0% for performance fees.

 

The AHL value in use calculation at 31 December 2014 indicates a value of $3.0 billion, with around $2.5 billion of headroom over the carrying value of the AHL business. Therefore, no impairment charge is deemed necessary at 31 December 2014. The valuation at 31 December 2014 is around $1.7 billion higher than the value in use calculation at 31 December 2013, primarily as a result of strong investment performance in 2014, particularly for quant alternatives, better than anticipated net inflows, and higher growth in FUM anticipated over the next three years as a result of this strong performance.

 

The table below shows scenarios whereby the base case key assumptions are changed to stressed assumptions, indicating the modelled headroom or impairment that would result. Each assumption, or set of assumptions, is stressed in isolation. The results of these sensitivities make no allowance for actions that management would take if such market conditions persisted.

 


Compound average annualised growth in FUM

Discount rates (post-tax)

Multiples (post-tax)


Management fee/

Performance fee

Management fee/

Performance fee

Stressed to:

8%

-2%

10%/16%

12%/18%

14x/6.5x

12x/4.5x

Modelled headroom/(impairment) ($m)

1,103

260

2,5801

2,4601

2,7942

2,2462

Notes:

1    An increase/decrease of $60 million.

2    An increase/decrease of $274 million.

 

FRM cash generating unit

The FRM CGU includes the legacy Man Multi-Manager business, the acquired FRM business and goodwill relating to the acquisition of Pine Grove during 2014.

 

For the year ended 31 December 2013 an impairment charge of $69 million was recognised as a result of guaranteed product FUM decreasing faster than expected and lower than anticipated FUM and flows, in particular due to redemptions in our legacy Multi-Manager Business. The recoverable amount of the FRM CGU has again been assessed at 31 December 2014. The key assumptions used in the value in use calculation are shown in the table below.



Compound average annualised growth in FUM (over three years)

9%

Discount rate (post-tax)1


- Net management fees

11%

- Net performance fees

17%

Terminal value (mid-point of range of historical multiples, post-tax)2


- Management fees

12x

- Performance fees

5x

Notes:

1    The pre-tax equivalent of the net management fee and net performance fee discount rates are 13% and 20% respectively.

2    The terminal value is equivalent to an overall terminal growth rate of 2% for management fees and 0% for performance fees.

 

The FRM value in use calculation at 31 December 2014 indicates a value of $230 million, with around $40 million of headroom over the carrying value of the FRM business. Therefore, no impairment charge is deemed necessary at 31 December 2014. The valuation at 31 December 2014 is slightly higher than the value in use calculation at 31 December 2013, primarily as a result of better than anticipated net inflows for fund of fund products in 2014, in particular for managed account mandates, and higher growth in FUM anticipated over the next three years, which have been partially offset by a decline in management fee margins. Despite an increase in the FRM CGU value in use, the valuation of the FRM contingent consideration has decreased by $17 million during 2014 (Note 2). This is the result of a decrease in the management fee run rate revenue of the legacy FRM business versus expectations, and does not take into account the impact of the significant cost base reduction of this business since acquisition.

 

The table below shows scenarios whereby the base case key assumptions are changed to stressed assumptions, indicating the modelled headroom or impairment that would result. Each assumption, or set of assumptions, is stressed in isolation. The results of these sensitivities make no allowance for actions that management would take if such market conditions persisted.

 

 


Compound average annualised growth in FUM

Discount rates (post-tax)

Multiples (post-tax)


Management fee/

Performance fee

Management fee/

Performance fee

Stressed to:

8%

7%

10%/16%

12%/18%

13x/5x

11x/3x

Modelled headroom/(impairment) ($m)

10

(19)

461

361

602

222

Notes:

1    An increase/decrease of $5 million.

2    An increase/decrease of $19 million.

 

Acquisition of Numeric

On 5 September 2014 Man acquired Numeric Holdings LLC ('Numeric'), a Boston-based quantitative equity manager with funds under management at the date of acquisition of $15.2 billion.

 

The consideration to Numeric owners is comprised of $219 million up-front and $19 million of balance sheet consideration paid in cash at completion, plus two earn-out style contingent consideration arrangements (the 'Option Consideration') payable post-acquisition. Numeric Management are rolling over the majority of their consideration in return for an ongoing 18.3% equity interest in the business (the 'Management Interests') and have also been granted profits interests in the business that entitle them to share in 16.5% of the increase in the value of the Numeric business over the period prior to the exercise date for the put and call arrangement described below (the 'Profit Interests'). At the end of five years following completion, Man will have an opportunity to acquire the Management Interests and the Profit Interests pursuant to a put and call option arrangement. The maximum aggregate amount payable by Man in respect of the Option Consideration is capped at $275 million. The call and put options structure means that it is virtually certain that Man will elect to, or be obliged to, purchase the interests held by Numeric management at five (call option) or five and a half (put option) years post-closing. Therefore this element of the consideration is equivalent to an earn-out and is deemed to be a financial liability measured initially at fair value and any subsequent fair value movements recognised through the Group income statement.

 

Provisional values for the acquired business at the date of acquisition are set out below.

 

$m

Book value

Fair value adjustments

Provisional value

Cash and cash equivalents

12

-

12

Fees and other receivables

26

-

26

Leasehold improvements and equipment

3

-

3

Intangible assets

-

185

185

Trade and other payables

(15)

(1)

(16)

Net assets acquired

26

184

210

Goodwill on acquisition



134

Net assets acquired including goodwill



344





Purchase consideration:




Cash consideration



238

Contingent consideration



106

Total consideration



344

 

The fair value adjustments relate to the recognition of intangible assets comprising acquired investment management contracts ($181 million) and the Numeric brand ($4 million). These intangible assets are recognised at the present value of the expected future cash flows generated from the assets and are amortised on a straight-line basis over their expected life of 10 and 13 years respectively. No deferred tax liability has been recognised on acquisition as these intangibles are tax-deductible in the US.

 

Goodwill primarily represents future synergies from combining Man's global distribution capabilities with the existing Numeric business, Numeric's skilled workforce, and the market share and positioning within the US quantitative domain. Numeric's strong performance track record underpins the implied goodwill within the acquired business. Goodwill is expected to be deductible for tax purposes. The newly acquired Numeric business is considered a separate CGU for future statutory accounting impairment review purposes.

 

Acquisition costs relating to staff termination, legal and other advisory fees, as well as the costs of integrating our operating platforms, have been incurred as a result of the Numeric transaction. These have been expensed and do not form part of goodwill, and are classified as adjusting items (Note 2).

 

The pre-tax profit for the Numeric business since acquisition date is $19 million. If Numeric had been acquired at the beginning of the financial year, the pre-tax profit for Numeric would have been $43 million, based on the post-acquisition expense structure and excluding any deal related costs. Numeric revenue for the period since the acquisition date is $42 million (including performance fee revenue of $23 million), and if the acquisition had taken place at the beginning of the financial year, the revenue would have been $94 million (including performance fee revenue of $39 million).

 

Acquisition of Pine Grove

On 4 August 2014, Man acquired the entire issued share capital of Pine Grove Asset Management LLC ('Pine Grove'), a US based fund of hedge fund manager specialising in the management of credit-focused hedge fund portfolios with funds under management at the date of acquisition of $1.0 billion.

 

The consideration to Pine Grove owners comprises $1 million in cash up-front and $5 million in August 2015, and contingent amounts based on management fees earned, paid annually for five years post acquisition (valued at $11 million). The deferred consideration payable is equivalent to an earn-out and deemed to be a financial liability measured initially at fair value and any subsequent fair value movements recognised through the Group income statement.

 

Provisional values for the acquired business at the date of acquisition are set out below.

 

$m

Book value

Fair value adjustments

Provisional value

Fees and other receivables

1

-

1

Intangible assets

-

13

13

Net assets acquired



14

Goodwill on acquisition



3

Net assets acquired including goodwill



17





Purchase consideration:




Cash consideration



6

Contingent consideration



11

Total consideration



17

 

The fair value adjustments relate primarily to the recognition of investment management contracts of $13 million. These intangible assets are recognised at the present value of the expected future cash flows generated from the assets and are amortised on a straight-line basis over their expected life of nine years. No deferred tax liability has been recognised on acquisition as these intangibles are tax-deductible in the US.

 

Goodwill primarily represents the future incremental synergies from cost savings, Pine Grove's skilled workforce and increased access to the US market.

 

Acquisition costs relating to staff termination, legal and other advisory fees, as well as the costs of integrating our operating platforms, have been incurred as a result of the Pine Grove transaction. These have been expensed and do not form part of goodwill, and are classified as adjusting items (Note 2).

 

The pre-tax profit for the Pine Grove business since acquisition date is $2 million. If Pine Grove had been acquired at the beginning of the financial year, the pre-tax profit for Pine Grove would have been $4 million, excluding any deal related costs. Pine Grove revenue for the period since the acquisition date is $4 million, and if the acquisition had taken place at the beginning of the financial year, the revenue would have been $11 million.

 

13. Other intangibles

$m

Year ended 31 December 2014

Year ended 31 December 2013

Placement fees

Capitalised computer software

Total

Placement
fees

Capitalised computer software

Total

Cost:







At beginning of the year

 74

 69

 143

 81

 108

 189

Additions

-

 9

 9

 3

-

 3

Redemptions/disposals

(8)

(20)

(28)

(10)

(39)

(49)

At year end

 66

 58

 124

 74

 69

 143

Aggregate amortisation and impairment:







At beginning of the year

(54)

(63)

(117)

(49)

(95)

(144)

Redemptions/disposals

 6

 16

 22

 5

 40

 45

Amortisation

(13)

(3)

(16)

(10)

(8)

(18)

At year end

(61)

(50)

(111)

(54)

(63)

(117)

Net book value at year end

 5

 8

 13

 20

 6

 26

 

Placement fees

Placement fees are paid to distributors for fund product launches or sales. The majority of placement fees paid up-front are capitalised as intangible assets which represent the contractual right to benefit from future income from providing investment management services. The amortisation period is based on management's estimate of the weighted average period over which Man expects to earn economic benefits from the investor in each product, estimated to be five years on a straight-line basis.

 

If an investor redeems their investment in a fund product, the corresponding unamortised placement fee is written-off (accelerated amortisation). The placement fees intangible is also subject to a valuation assessment semi-annually to ensure that the future economic benefit arising from each fund product is in excess of the remaining unamortised balance. Amortisation expense, including any accelerated charges, is included in distribution costs in the Group income statement.

 

The weighted average remaining period of the unamortised placement fees at 31 December 2014 is 1.9 years (31 December 2013: 1.5 years).

 

From a capital management perspective, capital is held against the unamortised balance of placement fees based on an evaluation of the risk of an accelerated amortisation charge relating to poor investment performance or early redemptions. From a regulatory capital perspective placement fees are an intangible asset and are required to be supported by Tier 1 regulatory capital.

 

Capitalised computer software

Costs that are directly associated with the procurement or development of identifiable and unique software products, which will generate economic benefits exceeding costs beyond one year, are recognised as capitalised computer software. Capitalised computer software is amortised on a straight-line basis over its estimated useful life (three years) and is subject to regular impairment reviews. Amortisation of capitalised computer software is included in Other costs in the Group income statement.

 

14. Cash, liquidity and borrowings

 

Liquidity and borrowings

Total liquidity resources aggregate to $2,263 million at 31 December 2014 (2013: $2,517 million) and comprise cash and cash equivalents of $738 million (2013: $992 million) and the undrawn committed revolving credit facility of $1,525 million (2013: $1,525 million). Cash and cash equivalents at year end comprises $291 million (2013: $291 million) of cash at bank on hand, and $447 million (2013: $701 million) in short-term deposits, net of overdrafts of nil (2013: nil). Cash ring-fenced for regulated entities totalled $24 million (2013: $16 million).

 

Liquidity resources support ongoing operations and potential liquidity requirements under stressed scenarios. The amount of potential liquidity requirements is modelled based on scenarios that assume stressed market and economic conditions. With the exception of committed purchase arrangements, the funding requirements for Man relating to the investment management process are discretionary. The liquidity profile of Man is monitored on a daily basis and the stressed scenarios are updated regularly. The Board reviews Man's funding resources at each Board meeting and on an annual basis as part of the strategic planning process. Man's available liquidity is considered sufficient to cover current requirements and potential requirements under stressed scenarios.

 

Cash is invested in accordance with strict limits consistent with the Board's risk appetite, which consider both the security and availability of liquidity. Accordingly, cash is held in short-term bank deposits and on-demand deposit bank accounts. At 31 December 2014 the $738 million cash balance is held with 22 banks (2013: $992 million with 24 banks). The single largest counterparty bank exposure of $100 million is held with an AA- rated bank (2013: $136 million with an AA- rated bank). At 31 December 2014, balances with banks in the AA ratings band aggregate to $284 million (2013: $472 million) and balances with banks in the A ratings band aggregate to $453 million (2013: $520 million).

 

During 2013 Man repaid all of its previously outstanding borrowings and the perpetual subordinated capital securities.

 

On 16 September 2014 Man issued $150 million ten year fixed rate reset callable guaranteed subordinated notes (Tier 2 notes), with associated issuance costs of $1 million. The Tier 2 notes were issued with a fixed coupon of 5.875% until 15 September 2019. The notes may be redeemed in whole at Man's option on 16 September 2019 at their principal amount, subject to FCA approval. If the notes are not redeemed at this time then the coupon will reset to the five year mid-swap rate plus 4.076% and the notes will be redeemed on 16 September 2024 at their principal amount.



 

 

31 December 2014 ($m)

Total

Less than
1 year

2 years

3 years

Greater than
3 years

Borrowings

2024 fixed rate reset callable guaranteed subordinated notes

149

 -

 -

 -

149













Cash and cash equivalents

738

738

-

-

-

Undrawn committed revolving credit facility

1,525

 -

 70

 120

1,335

Total liquidity

2,263

 738

 70

 120

1,335

 

31 December 2013 ($m)

Total

Less than
1 year

2 years

3 years

Greater than
3 years

Cash and cash equivalents

992

992

 -

 -

 -

Undrawn committed revolving credit facility

1,525

 -

 -

 70

1,455

Total liquidity

2,517

 992

 -

 70

1,455

 

Borrowings are initially recorded at fair value net of transaction costs incurred, and are subsequently measured at amortised cost. The difference between the amount repayable at maturity on the borrowings and the carrying value is amortised over the period up to the expected maturity of the associated debt in accordance with the effective interest rate method. At 31 December 2014, the fair value of borrowings is $154 million (2013: nil).

 

In 2013 the senior fixed rate bonds and floating rate notes of $859 million were repurchased at a total premium of $26 million. This premium, along with an accelerated unwind of issue costs and fees of $2 million, was included in finance expense in 2013.

 

The committed revolving credit facility of $1,525 million was put in place during July 2011 as a five year facility and included the option for Man to ask the banks to extend the maturity date by a year on each of the first and second anniversaries. The participant banks had the option to accept or decline Man's request. Before the second anniversary in July 2013 the banks were asked to extend the maturity date of the facility by a further year. Banks with participations totalling $1,335 million accepted the request and as a result $70 million of the facility is currently scheduled to mature in July 2016, $120 million in July 2017, and $1,335 million in July 2018. To maintain maximum flexibility, the revolving credit facility does not include financial covenants.

 

Foreign exchange and interest rate risk

Man is subject to risk from changes in interest rates and foreign exchange rates on monetary assets and liabilities. A 10% strengthening/weakening of the US Dollar against all other currencies, with all other variables held constant, would have resulted in a foreign exchange loss/gain of $6 million (2013: $2 million loss/gain), with a corresponding impact on equity. This exposure is based on USD balances held by non-USD functional currency entities and non-USD balances held by USD functional currency entities within the Group. In respect of Man's monetary assets and liabilities which earn/incur interest indexed to floating rates, as at 31 December 2014, a 50bp increase/decrease in interest rates, with all other variables held constant, would have resulted in a $2 million increase or a $1 million decrease (2013: $3 million increase or $1 million decrease) in net interest income.

 



 

15. Investments in fund products and other investments

 

$m

31 December 2014

Financial assets at fair value through profit or loss

Available-for-sale financial assets

Loans and receivables

Total investments in fund products and other investments

Net
non-current assets held for sale

Total investments

Investments in fund products comprise:







Loans to fund products

-

-

94

94

 -

94

Other investments in fund products

207

2

-

209

153

362

Other investments

 -

 4

 -

4

-

4


207

6

94

307

153

460

 

$m

31 December 2013

Financial assets at fair value through profit or loss

Available-for-sale financial assets

Loans and receivables

Total investments in fund products and other investments

Net
non-current assets held
for sale

Total investments

Investments in fund products comprise:







Loans to fund products

-

-

99

99

-

99

Other investments in fund products

167

1

-

168

50

218

Other investments

-

6

-

6

-

6


167

7

99

273

50

323

 

15.1. Loans to fund products

Loans to fund products are short-term advances primarily to Man guaranteed products, which are made to assist with the financing of the leverage associated with the structured products. The loans are repayable on demand and are carried at amortised cost using the effective interest rate method. The average balance during the year is $80 million (2013: $238 million). Loans to fund products have decreased compared to the prior year as guaranteed product FUM has decreased together with the associated leveraging. The liquidity requirements of guaranteed products together with commitments to provide financial support which give rise to loans to funds are subject to our routine liquidity stress testing and any liquidity requirements are met by available cash resources, or the committed revolving credit facility.

 

Loans to fund products expose Man to credit risk and therefore the credit decision making process is subject to limits consistent with the Board's risk appetite. The carrying value represents Man's maximum exposure to this credit risk. Loans are closely monitored against the assets held in the funds. The largest single loan to a fund product at 31 December 2014 is $14 million (2013: $12 million). Fund entities are not externally rated, but our internal modelling indicates that fund products have a probability of default that is equivalent to a credit rating of A.

 

15.2. Other investments in fund products

Man uses capital to invest in our fund products as part of our ongoing business to build our product breadth and to trial investment research developments before we market the products to investors. These seeding investments are generally held for less than one year. Where Man is deemed not to control the fund, these are classified as other investments in fund products. Other investments in fund products are classified primarily at fair value through profit or loss, with movements in fair value being recognised through income or gains on investments and other financial instruments. Purchases and sales of investments are recognised on trade date.

 

Other investments in fund products are not actively traded and the valuation at the fund level cannot be determined by reference to other available prices. The fair values of investments in fund products are derived from the reported NAVs of each of the fund products, which in turn are based upon the value of the underlying assets held within each of the fund products and the anticipated redemption horizon of the fund product. The valuation of the underlying assets within each fund product is determined by external valuation service providers based on an agreed valuation policy and methodology.

 

Whilst these valuations are performed independently of Man, Man has established oversight procedures and due diligence processes to ensure that the NAVs reported by the external valuation service providers are reliable and appropriate. Man makes adjustments to these NAVs where the anticipated redemption horizon or events or circumstances indicate that the NAVs are not reflective of fair value.

 

Other investments in fund products expose Man to market risk and therefore this process is subject to limits consistent with the Board's risk appetite. The largest single investment in fund products is $51 million (2013: $50 million). The market risk from seeding investments is modelled using a value at risk methodology using a 95% confidence interval and one year time horizon. The value at risk is estimated to be $26 million at 31 December 2014 (2013: $19 million).

 

Fund investment for deferred compensation arrangements

At 31 December 2014 investments in fund products included $68 million (2013: $61 million) of fund products related to deferred compensation arrangements. Employees are subject to mandatory deferral arrangements and as part of these arrangements employees can elect to have their deferral in a designated series of Man fund products. The changes in the fair value of the fund product awards are recognised over the relevant vesting period, which means the compensation expense changes based on the value of the designated fund products. The fund product investments are held to offset this change in compensation during the vesting period and at vesting the value of the fund investment is delivered to the employee. The fund product investments are recorded at fair value with any gains or losses during the vesting period recognised as income or gains on investments and other financial instruments in the Group income statement.

 

15.3. Non-current assets held for sale

Seed capital invested into funds may at times be significant, and therefore the fund may be deemed to be controlled by the Group. Where the Group acquired the controlling stake exclusively with a view to subsequent disposal through sale or dilution and it is considered highly probable that it will relinquish control within a year, the investment in the controlled fund is classified as held for sale. The seeded fund is recognised in the Group balance sheet as non-current assets and liabilities held for sale, with the interests of any other parties included within non-current liabilities held for sale. Amounts recognised are measured at the lower of the carrying amount and fair value less costs to sell.

 

The non-current assets and liabilities held for sale are as follows:

 

$m

31 December 2014

31 December 2013

Non-current assets held for sale

186

56

Non-current liabilities held for sale

(33)

(6)

Investments in fund products held for sale

153

50

 

Investments cease to be classified as held for sale when the fund is no longer controlled by the Group, at which time they are classified as financial assets at fair value through profit or loss (Note 15.2). Loss of control may eventuate through sale of the investment or a dilution in the Group's holding. If a held for sale fund remains under the control of the Group for more than one year, and it is unlikely that the Group will reduce or no longer control its investment in the short-term, it will cease to be classified as held for sale and will be consolidated on a line-by-line basis.

 

15.4. Structured entities

A structured entity is an entity designed so that its activities are not governed by way of voting rights, for example where contractual arrangements are the dominant factor in affecting an investor's returns. Man has evaluated all exposures and concluded that where Man holds an investment, loan, fees receivable, guarantee or commitment with an investment fund or a collateralised loan obligation, this represents an interest in a structured entity. The activities of these entities are governed by investment management agreements or, in the case of a collateralised loan obligation, the indenture.

 

In determining whether Man controls a structured entity the directors focus on the purpose and design of the entity, the decision making rights as investment manager or advisor, the substantive rights to remove the fund manager or advisor and Man's aggregate economic interests in the form of interest held and exposure to variable returns. Where Man does not hold an investment in the structured entity, Man considers that the characteristics of control are not met. Furthermore, for managed accounts where we do not act as investment manager or advisor, and for illiquid investments purchased by Man where these are no longer actively traded or managed, Man's role in directing investment activities is diminished and therefore these are not considered to be structured entities.

 

In most instances Man's decision making authority in its capacity as investment manager or advisor to these entities is well defined and discretion is exercised regarding the relevant activities. These agreements include only terms, conditions or amounts that are customarily present in similar arrangements negotiated on an arm's length basis, including management and performance fee arrangements. Where the right to remove Man as investment manager without cause also exists, Man is acting as agent on behalf of the investors and therefore these entities are not consolidated into Man's results.

 

Man is considered to be acting as principal where Man is the investment manager or advisor and is able to make the investment decisions on behalf of the investors, has substantial exposure to variable returns through investments held and fee arrangements, and there are no substantive rights that would remove Man as investment manager or advisor. Consolidated structured entities are detailed in Note 15.3.

 

Man's interest in and exposure to unconsolidated structured entities is as follows:

 


Total FUM

($bn)

Less Managed Accounts and Consolidated fund entities ($bn)

Total FUM Unconsolidated Structured entities

($bn)

No. of funds

Gross management fee margin

(%)1

Fair value of investment held

($m)

Fees receivable ($m)

Loans to
funds
($m)

Maximum exposure to loss

($m)2

Alternative










  Quant (AHL/Numeric)

12.9

-

12.9

87

2.2

40

85

1

126

  Discretionary (GLG)

14.5

0.1

14.4

439

1.4

114

7

93

214

  Fund of funds (FRM)

10.8

1.8

9.0

141

0.9

6

12

-

18

Long only










  Quant (AHL/Numeric)

16.7

-

16.7

10

0.3

2

3

-

5

  Discretionary (GLG)

16.0

-

16.0

112

0.9

4

9

-

13

Guaranteed

2.0

-

2.0

48

5.2

-

18

-

18

Total

72.9

1.9

71.0

837


166

134

94

394

 

Notes:

1    Gross management fee margins are the categorical weighted average. Performance fees can only be earned after a high water mark is achieved. For performance fee eligible funds, performance fees are within the range of 10% to 20%.

2    Man's maximum exposure to loss from unconsolidated structured entities at 31 December 2014 is the sum total of any investment held, fees receivable and loans to the fund entities.

 

Included within fund of funds is a $19 million interest representing approximately 46% in the most subordinated debt tranche of a collateralised loan obligation. Man is also the Collateral Manager. Man has limited decision making power and therefore ability to affect returns due to restrictive parameters within the indenture, which also provides substantive removal rights on which Man cannot vote, in particular in relation to the key-man clause, meaning in practice that either the holder of the remaining majority subordinated debt tranche or the majority controlling class shareholder can remove Man as Collateral Manager. Furthermore, the majority controlling class shareholder has demonstrated its power to make changes to the indenture. Accordingly, having considered all factors and in particular the restrictive indenture and the practical ability of the other parties to remove Man as Collateral Manager, Man considers that it does not control this investment. As a holder of the most subordinated debt tranche, Man has a greater exposure to the risk of borrower default than most other investors, however this risk is limited to the value of the investment held.

 

Support provided to unconsolidated structured entities is detailed in Note 15.1, and is included within the maximum exposure to loss above. Furthermore, on occasion Man agrees to purchase illiquid investments from the funds at market rates in order to facilitate investor withdrawals. Man has not provided any other non-contractual support to unconsolidated structured entities.

 

16. Fee and other receivables

$m

31 December 2014

31 December 2013

Fee receivables

134

62

Prepayments and accrued income

204

200

Derivative financial instruments

3

20

Other receivables

55

106


396

388

 

Fee and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method. Fee receivables and accrued income represent management and performance fees from fund products and are received in cash when the funds' net asset values are determined. All fees are deducted from the NAV of the respective funds by the independent administrators and therefore the credit risk of fee receivables is minimal. No balances are overdue or delinquent at year end. At 31 December 2014, $8 million (2013: $18 million) of fee and other receivables are expected to be settled after 12 months.

 

For the Open Ended Investment Collective (OEIC) funds businesses, Man acts as the intermediary for the collection of subscriptions due from customers and payable to the funds, and for redemptions receivable from funds and payable to customers. At 31 December 2014 the amount included in other receivables is $19 million (2013: $27 million). The unsettled fund payable is recorded in trade and other payables.

 

In limited circumstances, the Group uses derivative financial instruments to hedge its risk associated with foreign exchange movements. Where fixed foreign currency denominated costs are hedged, the associated derivatives may be designated as cash flow hedges. Effective unrealised gains or losses on these instruments are recognised within the cash flow hedge reserve in equity, and when realised these are reclassified to the Group income statement in the same line as the hedged item. Other derivative financial instruments, which consist primarily of foreign exchange contracts, are measured at fair value through profit or loss. The notional value of derivative financial assets is $280 million (2013: $265 million). All derivatives are held with external banks with ratings of A or higher and mature within one year. During the year, there were $3 million net realised and unrealised losses arising from derivatives (2013: $18 million net gains).

 

17. Trade and other payables

$m

31 December 2014

31 December 2013

Accruals1

289

3361

Trade payables

35

54

Deferred consideration

150

44

Derivative financial instruments

15

1

Other payables

92

198


581

633

 

Note:

1    $19 million relating to restructuring has been reclassified from accruals, as presented in prior year, to provisions (Note 18).

 

Accruals primarily relate to compensation accruals. Trade payables include payables of $20 million at 31 December 2014 (2013: $27 million) relating to the OEIC funds business. Deferred consideration in 2014 relates to the amounts payable in respect of the Numeric, Pine Grove and FRM acquisitions (2013: FRM). Other payables include servicing fees payable to distributors and redemption proceeds due to investors.

 

Payables are initially recorded at fair value and subsequently measured at amortised cost. Included in trade and other payables at 31 December 2014 are balances of $109 million (2013: $22 million) that are expected to be settled after more than 12 months. Man's policy is to meet its contractual commitments and pay suppliers according to agreed terms.

 

Derivative financial instruments, which consist primarily of foreign exchange contracts, are measured at fair value through profit or loss. The notional value of derivative financial liabilities at 31 December 2014 is $358 million (2013: $412 million). All derivative contracts mature within one year.

 

18. Provisions

$m

Onerous property lease contracts

Litigation

Restructuring

Total

As 1 January 2014

43

30

19

92

Charged/(credited) to the income statement:





  Charge in the year

2

-

-

2

  Provisions related to acquisitions during year

-

-

3

3

  Unused amounts reversed

(1)

(6)

-

(7)

  Unwinding of discount

1

-

-

1

  Exchange differences

(2)

-

-

(2)

Used during the year/settlements

(9)

-

(15)

(24)

At 31 December 2014

34

24

7

65

 

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

 

Provisions for onerous property lease contracts represent the present value of the future lease payments that the Group is presently obliged to make under non-cancellable onerous operating lease contracts, less the future benefit expected to be generated from these, including sub-lease revenue where applicable. The unexpired terms of the onerous leases range from one to 21 years.

 

Provisions for restructuring are recognised when the obligation arises, following communication of the formal plan. Movements in the restructuring provision relate to the settlement of prior year provisions and termination costs associated with acquisitions during the year.

 

The $6 million reduction in the litigation provision is the result of reassessment of the litigation provision required.

 

The opening provision balances for 2013 were $29 million for onerous property lease contracts, $30 million in relation to litigation and nil for restructuring.

 

19. Investments in associates

 

Associates are entities in which Man holds an interest and over which it has significant influence but not control, and are accounted for using the equity method. In assessing significant influence Man considers the investment held and its power to participate in the financial and operating policy decisions of the investee through its voting or other rights.

Under the equity method associates are carried at cost plus (or minus) our share of cumulative post-acquisition movements in undistributed profits (or losses). Gains and losses on transactions between the Group and its associates are eliminated to the extent of the Group's interests in these entities. An impairment assessment of the carrying value of associates is performed annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and any impairment is expensed in the Group income statement.

 

 

 

 

 

 

Man's investments in associates are as follows:

 

 

$m

Year ended 31 December 2013

Nephila Capital Ltd

OFI MGA

Total

Nephila Capital Ltd

OFI MGA

Total

% ownership

18.75%1

20%


18.75%1

20%


At beginning of the year

28

3

31

38

-

38

Additions

-

-

-

-

2

2

Shares of post-tax profit

9

-

9

11

1

12

Dividends received

(9)

(1)

(10)

(11)

-

(11)

Disposals

-

-

-

(10)

-

(10)

At year end

28

2

30

28

3

31

 

Note:

1    18.75% represents Man's ownership of class B common shares. Man's participation in the profits of Nephila is governed by the share class rights and therefore does not relate proportionately to the ownership interest held. In 2013 Man reduced its interest in Nephila from 25% to 18.75%, realising a gain on disposal of $10 million which is classified as an adjusting item (Note 2). Man considers that this equity interest, Man's ability to veto Nephila's annual business plan, and the presence of a Man member on the Nephila board of directors provides Man with the power to participate in the financial and operating policy decisions, and equates to significant influence.

 

Nephila Capital Limited is an alternative investment manager based in Bermuda specialising in the management of funds which underwrite natural catastrophe reinsurance and invest in insurance-linked securities and weather derivatives. OFI MGA is a French asset manager which was acquired during 2013. Both Nephila Capital Ltd and OFI MGA have a 31 December year end. Man has not provided any financial support to associates during the year to 31 December 2014 (2013: nil).

 

Commission income relating to sales of Nephila products totalled $15 million for the year ended 31 December 2014 (2013: $10 million), and is included in gross management and other fees in the Group income statement.



 

20. Leasehold improvements and equipment

 

$m

Year ended 31 December 2014

Year ended 31 December 2013

Leasehold improvements

Equipment

Total

Leasehold improvements

Equipment

Total

Cost







At beginning of the year

119

114

233

124

116

240

Acquisition of business

 2

-

 2

-

-

 -

Additions

1

2

3

1

1

2

Disposals

(8)

(13)

(21)

(2)

(7)

(9)

Reclassifications

 -

 -

-

(4)

 4

 -

At year end

 114

 103

 217

 119

 114

 233

Accumulated depreciation:







At beginning of the year

(78)

(87)

(165)

(31)

(59)

(90)

Charge for year

(6)

(15)

(21)

(11)

(28)

(39)

Accelerated depreciation

 -

 -

 -

(38)

(5)

(43)

Disposals

 8

 13

 21

 2

 5

 7

At year end

(76)

(89)

(165)

(78)

(87)

(165)

Net book value at year end

 38

 14

 52

 41

 27

 68

 

All leasehold improvements and equipment are shown at cost, less depreciation and impairment. Cost includes the original purchase price of the asset and costs directly attributable to bringing the asset to its working condition for its intended use. Depreciation is calculated using the straight-line method over the asset's estimated useful life, which for leasehold improvements is over the shorter of the life of the lease and the improvement and for equipment is between three and 10 years.

 

In 2013 the accelerated depreciation of $43 million relates to the assets no longer being used following the sub-letting of space in Riverbank House (our main London headquarters).

 

21. Deferred compensation arrangements

 

Man operates cash and equity-settled share-based payment schemes as well as fund product based compensation arrangements.

 

During the year, $42 million (2013: $70 million) is included in compensation costs relating to share-based payment and deferred fund product plans, consisting of equity-settled share-based payments of $10 million (2013: $35 million), cash-settled share-based payments totalling $1 million (2013: $1 million), and deferred fund product plans of $31 million (2013: $34 million).

 

22. Capital management

 

Investor confidence is an important element in the sustainability of our business. That confidence comes, in part, from the strength of our capital base. Man has maintained significant surplus capital and available liquidity throughout the recent periods of market volatility. This capital has given Man flexibility to support our investors, intermediaries and financial partners and to allow them to make informed decisions regarding their investment exposures. This confidence gives our business credibility and sustainability.

 

We have a conservative capital and liquidity framework which allows us to invest in the growth of our business. We utilise capital to support the operation of the investment management process and the launch of new fund products. We view this as a competitive advantage which allows us to directly align our interests with those of investors and intermediaries.

 

Man monitors its capital requirements through continuous review of its regulatory and economic capital, including monthly reporting to the Risk and Finance Committee and the Board.

 

Man's dividend policy is that we will pay out at least 100% of adjusted net management fee earnings per share in each financial year by way of ordinary dividend. In addition, Man expects to generate significant surplus capital over time, primarily from net performance fee earnings. Available surpluses, after taking into account our required capital (including accruals for future earn-out payments), potential strategic opportunities and a prudent buffer, will be distributed to shareholders over time, by way of higher dividend payments and/or share repurchases. Whilst the Board considers dividends as the primary method of returning capital to shareholders, it will continue to execute share repurchases when advantageous.

 

Share capital and capital reserves

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

Own shares held through the Employee Trusts are recorded at cost, including any directly attributable incremental costs (net of tax), and are deducted from equity attributable to the Company's equity holders until the shares are transferred to employees or sold. Where such shares are subsequently sold, any consideration received, net of any directly attributable incremental transaction costs and the related tax effects, is included in equity attributable to the Company's equity holders.

 

Ordinary shares

Ordinary shares have a par value of 33/7 US cents per share (2013: 33/7 US cents per share) and represent 99.9% of issued share capital. All issued shares are fully paid. The shares have attached to them full voting, dividend and capital distribution (including on wind-up) rights. They do not confer any rights of redemption. Ordinary shareholders have the right to receive notice of, attend, vote and speak at general meetings.

 

A holder of ordinary shares is entitled to one vote per ordinary share held when a vote is taken on a poll and one vote only when a vote is taken on a show of hands.

 

During the year ended 31 December 2014, $115 million shares were repurchased at an average price of 99.7p, buying back 68.8 million shares (2013: no shares), which had an accretive impact on EPS of approximately 3%. $1 million of costs were incurred relating to the repurchase, largely relating to stamp duty. As at 24 February 2015, Man Group had an unexpired authority to repurchase up to 153,455,914 of its ordinary shares. A special resolution will be proposed at the forthcoming Annual General Meeting, pursuant to which the Company will seek authority to repurchase up to 263,267,978 of its ordinary shares, representing 14.99% of the issued share capital at 24 February 2015.

 

Deferred sterling shares

50,000 unlisted deferred sterling shares, representing 0.1% of the Company's issued share capital with a par value of £1 per share, were issued due to the redenomination of the ordinary share capital into US Dollars. These shares are necessary for the Company to continue to comply with Section 763 of the Companies Act 2006. The deferred sterling shares are freely transferable and have no rights to participate in the profits of the Company, to attend, speak or vote at any general meeting and no right to participate in any distribution in a winding up except for a return of the nominal value in certain limited circumstances.

 



 

Issued and fully paid share capital


Year ended 31 December 2014

Ordinary
shares
Number

Unlisted deferred sterling shares Number

Nominal value $m

At 1 January 2014

1,823,733,081

 50,000

63

Issue of ordinary shares:




- Purchase and cancellation of own shares

 (68,835,247)

-

(2)

- Partnership Plans

1,392,880

-

-

At 31 December 2014

1,756,290,714

 50,000

61

 


Year ended 31 December 2013

Ordinary
shares
Number

Unlisted deferred
sterling shares

Number

Nominal value $m

At 1 January 2013

1,821,790,279

 50,000

 63

Issue of ordinary shares:




- Partnership Plans

1,942,802

-

-

At 31 December 2013

1,823,733,081

50,000

 63

 

Share capital and reserves

 

$m

Share
capital

Share
premium account

Capital redemption reserve

Merger
reserve

Reorganisation reserve

Total

At 1 January 2014

 63

 5

-

 491

 632

 1,191

Purchase and cancellation of own shares

(2)

-

2

-

-

-

Share awards/options

-

2

-

-

-

2

At 31 December 2014

61

7

2

491

632

1,193








At 1 January 2013

 63

 1

-

 491

 632

 1,187

Share awards/options

-

 4

-

-

-

 4

At 31 December 2013

 63

 5

-

 491

 632

 1,191

 

 



 

Revaluation reserves and retained earnings

$m

Available-for-sale reserve

Cash flow hedge reserve

Own shares held by Employee Trusts

Cumulative translation adjustment

Profit and loss account

Total

At 1 January 2014

 3
 

 14
 

(110)
 

 4
 

 1,305
 

 1,216
 

Currency translation difference

-

-

 7
 

(18)
 

 -

(11)
 

Share-based payments charge for the period

-

-

-

-

 9

 9

Deferred tax credited to reserves - share-based payments

 

-

-

-

-

2

2

Purchase of own shares by the Employee Trusts

-

-

(14)

 

-

-

(14)

 

Disposal of own shares by the Employee Trusts

-

-

 55

 

-

(55)

 

 -

Corporation tax credited on cash flow hedge movements

-

3

 

-

-

-

3


 

Fair value (losses)/gains taken to equity

-

(16)
 

-

-

-

(16)
 

Revaluation of defined benefit pension scheme

-

-

-

-

(21)
 

(21)
 

Corporation tax credited to reserves - pension scheme

-

-

-

-

 4
 

 4
 

Transfer to Group income statement

 -

(17)

-

-

-

(17)
 

Share repurchases

-

-

-

-

(116)
 

(116)
 

Dividends

-

-

-

-

(163)
 

(163)
 

Profit for the year

-

-

-

-

 365

 365

At 31 December 2014

 3

(16)

(62)

(14)

 1,330

 1,241

 

 

$m

Available-for-sale reserve

Cash flow hedge reserve

Own shares held by Employee Trusts

Cumulative translation adjustment

Profit and loss account

Total

At 1 January 2013

 3

 6

(170)

 14

 1,570

 1,423

Currency translation difference

 -

 -

(4)

(11)

 -

(15)

Share-based payments charge for the period

 -

 -

 -

 -

 30

 30

Purchase of own shares by the Employee Trusts

 -

 -

(18)

 -

--

(18)

Disposal of own shares by the Employee Trusts

 -

 -

 82

 -

(82)

 -

Corporation tax debited on cash flow hedge movements

 -

 (3)

-

 -

 -

(3)

Fair value (losses)/gains taken to equity

(1)

 12

 -

 -

-

 11

Revaluation of defined benefit pension scheme

 -

 -

 -

 -

 16

 16

Corporation tax credited to reserves - pension scheme

 -

 -

 -

 -

 6

 6

Deferred tax debited to reserves - pension scheme

 -

 -

 -

 -

(11)

(11)

Transfer to Group income statement

 1

(1)

 -

1

-

1

Dividends

 -

 -

 -

 -

(277)

(277)

Dividends with respect to perpetual subordinated capital securities

 -

 -

 -

 -

(25)

(25)

Taxation with respect to perpetual subordinated capital securities

 -

 -

 -

 -

 6

 6

Profit for the year

 -

 -

 -

 -

 72

 72

At 31 December 2013

 3

 14

(110)

4

 1,305

 1,216

 

23. Post balance sheet events

 

On 20 January 2014 the Board completed the acquisition of Silvermine Capital Management LLC ('Silvermine'), with an estimated acquisition fair value of approximately $45 million. Silvermine is a Connecticut-based leveraged loan manager with $3.8 billion of funds under management across nine active collateralised loan obligation structures. The estimated acquisition fair value primarily relates to acquired intangible assets which attract tax deductions in the US. The acquisition consideration is structured to align Silvermine's interests with those of Man, and comprises an upfront payment of $23.5 million and two earn-out payments. The earn-out payments are payable following the first (up to $16.5 million) and fifth (up to $30 million) anniversary of closing on a sliding scale dependent on levels of run rate management fees.


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