Preparation for IFRS

Schroders PLC 14 December 2004 Schroders plc 14th December 2004 Preparation for the transition to International Financial Reporting Standards As part of the preparation of Schroders plc (the Group) for the adoption of International Financial Reporting Standards (IFRS), the Group is today providing an explanation of the key changes under the new standards to the Group's net asset position at 1 January 2004 and 30 June 2004 and its financial results for the six months ended 30 June 2004. This information is being released to provide shareholders and the financial community with an early indication of the areas which are likely to be subject to restatement under IFRS, in accordance with the best practice guidance issued by the Hundred Group of Finance Directors in August 2004. The information in this announcement has been prepared on the basis of the IFRS currently in issue and the Group's current understanding of how those standards should be applied. The standards in issue are subject to ongoing review and endorsement by the European Union (EU), whilst the application of the standards continues to be subject to review by the International Financial Reporting Interpretations Committee (IFRIC). Summary of Main Changes affecting the Group A summary of the expected impact on the Group of the transition to IFRS is provided in the table below: ----------- ----------- IFRS-Expected Impact (approx.) UK GAAP £mn £mn ----------- ----------- Profit on Ordinary Activities Before Tax - 30 June 2004 +10 60.8 ----------- ----------- Equity Shareholders' Funds - 1 January 2004 +12 1,029.2 ----------- ----------- Equity Shareholders' Funds - 30 June 2004 +8 1,053.3 ------------------------ ----------- ----------- Basic Earnings Per Share - 30 June 2004 +3p 15.8p The most significant changes are: • The inclusion of a fair value charge in respect of outstanding employee share options granted after 7 November 2002 (IFRS 2) • The replacement of existing charges for awards under the employee Equity Compensation Plan (the details of which are provided on page 15 of our Annual Report & Accounts for 2003), with fair value charges spread over revised time periods (IFRS 2) • The inclusion in the balance sheet of all employee benefit liabilities (largely pensions) (IAS 19) • The amortisation of leasehold incentives received by the Group over the term of the leases rather than over shorter periods (IAS 17) • The capitalisation of certain software expenditures as intangible assets where the expenditures meet the criteria for capitalisation (IAS 38) • The cessation of goodwill amortisation (IFRS 3) Process of Transition The Group currently prepares its consolidated financial statements under UK Generally Accepted Accounting Principles (UK GAAP). For the year ended 31 December 2005, the Group will be required to prepare its consolidated financial statements in accordance with IFRS as adopted by the EU. The Group's first IFRS results will be its Q1 2005 trading update and the Group's first Annual Report & Accounts under IFRS will be for the year ended 31 December 2005. The date of transition to IFRS is 1 January 2004, this being the start of the earliest period of comparative information. Transitional Arrangements IFRS 1 'First-time Adoption of International Financial Reporting Standards' sets out how a company should apply IFRS at transition. The standard requires a company to use accounting policies that comply with each IFRS effective at the reporting date for its first IFRS financial statements and apply those policies retrospectively to all periods presented in those statements. The standard does, however, allow a number of exceptions to this general principle to assist the transition. The Group's approach to these exemptions, where applicable, is set out below. Significant Changes in Accounting Policies The significant changes in Group accounting policies due to the transition to IFRS are set out below: IFRS 2 Share-based Payments The Group will recognise a charge to the Profit and Loss Account for the fair value of outstanding share options granted to employees after 7 November 2002. The charge will be calculated using a stochastic option valuation model and will be charged over the relevant option vesting periods, adjusted to reflect actual and expected levels of vesting. Currently there is no charge to the Profit and Loss Account in relation to share options granted to employees. In addition the Group will adjust the charge made in the Profit and Loss Account for awards made under the Equity Compensation Plan and its equivalents to recognise the fair value of the awards granted to employees. The fair value of an award is calculated as the value of the shares on the date of grant, including any applicable uplifts, discounted for the dividends forgone over the average holding period of the award. The fair value charges, adjusted to reflect actual and expected levels of vesting, will be spread over the performance year and vesting period of the awards. Currently the undiscounted value of an award at the date of grant is charged in the performance year to which it relates, with the undiscounted value of any uplift in the award spread over the vesting period; awards that lapse are credited to the Profit and Loss Account in the year in which they lapse. The overall impact of these changes is to increase the opening balance sheet reserves as at 1 January 2004 by approximately £15 million and to reduce the charge to the Profit and Loss Account for the six months ended 30 June 2004 by approximately £4 million. IAS 19 Employee Benefits The Group will recognise the full net liability on defined benefit schemes in the Balance Sheet and will take all actuarial gains and losses on a systematic basis to the Profit and Loss Account, in accordance with the permitted methods of recognition under the standard. Currently the Group accounts for defined benefit schemes in accordance with SSAP 24 'Accounting for pension costs'. These changes reduce opening balance sheet reserves as at 1 January 2004 by approximately £38 million and reduce the charge to the Profit and Loss Account for the six months ended 30 June 2004 by approximately £2 million. The International Accounting Standards Board (IASB) has issued an exposure draft 'Actuarial Gains and Losses, Group Plans and Disclosures', which provides the option to recognise any actuarial gains and losses in full immediately through the statement of recognised income and expense, equivalent to the requirement under FRS 17 'Retirement benefits'. In the event that the draft is adopted, the Group's policy will be to take advantage of the encouragement for early adoption and to apply the standard voluntarily from the transition date. IAS 17 Leases The Group will amortise leasehold inducements received on entering into leases for office space over the term of the lease. Currently the inducement is amortised over the period to the first rental review. The change reduces opening balance sheet reserves as at 1 January 2004 by approximately £13 million. The impact on the Profit and Loss Account for the six months ended 30 June 2004 is negligible. IAS 38 Intangible Assets The Group will capitalise certain software expenditures as intangible assets where the expenditures meet the criteria for capitalisation set out in the standard. Currently the Group writes off software expenditures as incurred. The change increases opening balance sheet reserves as at 1 January 2004 by approximately £10 million and results in a charge to the Profit and Loss Account for the six months ended 30 June 2004 of approximately £1 million. IFRS 3 Business Combinations In accordance with the transitional provisions of IFRS 1, the Group has chosen to apply IFRS 3 prospectively from the date of transition. This will result in the value of goodwill arising from previous acquisitions being frozen at the value held on the Group Balance Sheet as at 1 January 2004 and the reversal of any amortisation charged in the current year. Goodwill will then be subject to an annual impairment review in accordance with the standard and will also be impaired where there are indications that the carrying value may not be recoverable. The change results in a credit to the Profit and Loss Account for the six months ended 30 June 2004 of approximately £5 million. IAS 10 Events After the Balance Sheet Date The Group will recognise dividends declared after the balance sheet date in the reporting period in which they are declared, as they represent non-adjusting events after the balance sheet date under IFRS. The change results in an increase in opening balance sheet reserves as at 1 January 2004 of approximately £38 million and an increase in the dividend recorded in relation to the six months ended 30 June 2004 of approximately £19 million. IAS 39 Financial Instruments The Group has opted not to apply the requirements of IAS 39 in respect of comparative information. The Group will therefore follow the requirements of IFRS 1 and disclose the nature of the main adjustments required for the comparative information to comply with IAS 39 in the Group's first Annual Report & Accounts under IFRS. The adoption of IAS 39 for the year ended 31 December 2005 will be treated as if arising from a change in accounting policy and appropriate disclosures will be provided in accordance with IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors'. It is expected that the impact of IAS 39 on the Group will be focused on the Balance Sheet, where Fixed Asset Investments will be held at fair value and most will be classified as 'Available For Sale'. This will mean that unrealised gains and losses on these investments will be taken to reserves and only recognised through the Profit and Loss Account on sale or impairment of the investment. Further Communication The Group's UK GAAP results for the year ended 31 December 2004 will be published in March 2005. In April 2005, the Group intends to provide shareholders and the financial community with a reconciliation of Equity Shareholders' Funds as at 1 January 2004 from UK GAAP to IFRS. Such reconciliations will also be presented in respect of the Profit and Loss Account, Balance Sheet and Cash Flow Statement for the year ended 31 December 2004. The Group will also provide an indication of the main adjustments required to comply with IAS 39. The financial information to be presented in April 2005 will still be subject to the ongoing development of IFRS and hence may change. The Group will keep shareholders and the financial community informed of the impact of any material changes as necessary. Further copies of this announcement are available from the Company Secretary at 31 Gresham Street, London, EC2V 7QA (email: company.secretary@schroders.com telephone 020 7658 3646) and will be available on the Group's website at www.schroders.com together with further information about the Group's transition to IFRS. Contacts: Schroders Jonathan Asquith Chief Financial Officer +44 (0) 20 7658 6565 Julian Samways Head of Corporate Communications +44 (0) 20 7658 6166 Chris Coombe Group Financial Controller +44 (0) 20 7658 6600 The Maitland Consultancy William Clutterbuck +44 (0) 20 7379 5151 Forward-looking statements This announcement contains certain forward-looking statements and forecasts with respect to the financial condition, results of operations and businesses of Schroders plc and its subsidiaries. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this announcement should be construed as a profit forecast. ------------------------------------------------- This information is provided by RNS The company news service from the London Stock Exchange

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