Close Bros Regulatory News (CBG)

Half Year Results for the Six Months to 31 January 2019

Solid Performance in the First Half

· The group reported a solid performance, maintaining strong returns and profitability with a return on opening equity of 16.1% 

· Banking adjusted operating profit increased 1% year on year to £131.1 million, benefiting from our continued disciplined approach and the diversity of our business portfolio 

· Group adjusted operating profit of £138.8 million reduced 4% year on year, reflecting difficult market conditions for Winterflood and Asset Management 

· The net interest margin remained strong at 8.1%, and the bad debt ratio remained low at 0.6% 

· The loan book grew by 2.0% to £7.4 billion, up 6.3%1 year on year, driven by good new business volumes across our Commercial and Premium Finance businesses, while our Motor Finance and Property loan books contracted slightly 

· Asset Management achieved good net inflows at 7% (annualised) and adjusted operating profit of £10.8 million, down 5% year on year reflecting the impact of negative market movements 

· Winterflood, the group's market-making business, delivered solid profitability in a difficult market, with operating profit of £9.3 million, down 37% year on year reflecting lower trading volumes 

· The CET1 ratio increased to 13.0% and we have declared an interim dividend per share of 22.0p, up 5% year on year 

· On a statutory basis, group operating profit before tax decreased 3% to £135.6 million

Preben Prebensen, Chief Executive, said:

"We delivered another solid performance in the first half, continuing to achieve strong returns while staying true to our service led business model, disciplined approach, and commitment to investing through the cycle.

The Banking division has continued its good performance year to date, and our market facing businesses have remained solidly profitable in difficult market conditions.

Longer term, we are confident that the disciplined application of our business model will continue to allow us to support our clients and customers and invest in our business, while maintaining strong returns and profitability in a wide range of market conditions."

Enquiries

A presentation to analysts and investors will be held today at 9.30 am GMT at our offices at 10 Crown Place, London EC2A 4FT. A listen-only dial-in facility will be available by registering at https://webcasts.closebrothers.com/results/InterimResults2019/vip_connect

Basis of Presentation

Results are presented both on a statutory and an adjusted basis to aid comparability between periods. Adjusted measures are presented on a basis consistent with prior periods and exclude amortisation of intangible assets on acquisition, to present the performance of the group's acquired businesses consistent with its other businesses; any exceptional items, which are non-recurring and do not reflect trading performance; and discontinued operations.

Discontinued operations relate to the unsecured retail point of sale finance business, which was sold on 1 January 2019, and has been classified as a discontinued operation in the group's income statement for the 2018 and 2019 half year periods. The related assets and liabilities are classified as held for sale on the group's balance sheet as at 31 July 2018 and 1 August 2018.

To maintain consistency with the income statement and reflect the group's continuing operations, the calculation of the bad debt ratio, net interest margin and return on net loan book for the Banking division in the first half 2018 comparative period excludes the unsecured retail point of sale finance loan book from both the opening and closing loan book.

As previously communicated, the group has adopted IFRS 9 Financial Instruments with effect from 1 August 2018, and is presenting its results for the half year 2019 under IFRS 9. In accordance with the requirements of IFRS 9, comparative information has not been restated and transitional adjustments have been accounted for through retained earnings at 1 August 2018.

The comparative income statement for the half year 2018 continues to be reported under IAS 39 Financial Instruments - Recognition and Measurement. The group has presented its opening balance sheet as at 1 August 2018 and reported under IFRS 9 to aid comparability and consistency with half year 2019 closing balances (see also note 17 to the consolidated financial statements).

About Close Brothers

Close Brothers is a leading UK merchant banking group providing lending, deposit taking, wealth management services and securities trading. We employ over 3,000 people, principally in the UK. Close Brothers Group plc is listed on the London Stock Exchange and is a member of the FTSE 250.

BUSINESS OVERVIEW

Close Brothers has delivered a solid first half, maintaining strong returns and profitability. Return on opening equity has remained strong at 16.1% (2018: 17.5%) and we are pleased to declare an interim dividend of 22.0p (2018: 21.0p) per share, up 5% year on year.

Adjusted operating profit decreased 4% to £138.8 million (2018: £143.9 million), reflecting the difficult market environment for our market facing businesses, Asset Management and Winterflood, and statutory operating profit before tax from continuing operations decreased 3% to £135.6 million (2018: £140.2 million). Adjusted basic earnings per share reduced 3% to 69.8p (2018: 72.0p), and statutory basic earnings per share from continuing operations also reduced 3% to 68.1p (2018: 70.0p).

Our proven and resilient business model enables us to support our customers and clients, invest in our business and deliver strong returns to shareholders throughout the economic cycle. As always, our focus remains on maintaining the discipline of this model and continuously investing in its long-term potential through a number of strategic infrastructure and business initiatives.

Good Profitability in the Lending Businesses

The Banking division continued to deliver good profitability, benefiting from our disciplined approach and diverse portfolio of businesses, with adjusted operating profit increasing 1% to £131.1 million (2018: £130.1 million).

We continuously focus on maintaining our strong net interest margin and underwriting discipline in all market conditions. The net interest margin remained broadly stable on the prior year period at 8.1% (2018: 8.2%), as we continue to maintain our pricing discipline despite ongoing competition in many of our markets. The unchanged low bad debt ratio of 0.6% (2018: 0.6%) reflects consistently strong credit performance across our lending portfolios, and the continued application of our prudent lending criteria.

Overall the loan book increased 2.0% in the first half to £7.4 billion (1 August 2018: £7.2 billion). We achieved good growth in our Commercial portfolio, benefiting from continued growth in both core Asset and Invoice Finance, as well as an increasing contribution from our new civil litigation finance offering. Premium Finance also delivered good growth, benefiting from new business wins following the significant investment in this business in recent years. Within Property, we continue to extend our business into UK regional markets where we see consistently strong demand for development of new build family homes, although the overall loan book was broadly flat in the period.

The long-term resilience of our business model allows us to invest through the cycle, and we are continuing to progress a number of strategic investment programmes to protect, improve and extend our business for the long term. In the Treasury function, we have recently implemented a new deposit platform, which will enable us to provide a wider range of retail deposit products and an online offering. In Motor Finance, we have initiated a multi-year transformation programme which will significantly enhance our service proposition to dealers and customers. We are also making good progress developing the models, systems and processes required to use the Internal Ratings Based approach, and currently expect to submit our formal application to the PRA by the end of the 2019 calendar year.

Solid Performance in Difficult Conditions for Asset Management and Winterflood

The Asset Management division continued to make good progress, although total client assets and profit were impacted by falling markets in the first half. We achieved good net inflows at 7% (annualised) of opening managed assets, reflecting the strength of our client proposition for both advice and investment management. The division delivered an adjusted operating profit of £10.8 million (2018: £11.4 million), down 5% year on year, and an operating margin of 18% (2018: 20%).

Winterflood continued to deliver solid profitability in a difficult market, although operating profit of £9.3 million (2018: £14.7 million) reduced on the prior year period due to lower investor trading activity, particularly in December. Trading remained consistently profitable, with only one loss day in the period (2018: none).

Prudent Funding, Liquidity and Capital

The prudent management of our funding, liquidity and capital is a core part of our business model allowing us to grow, invest and pay a progressive and sustainable dividend, while meeting all regulatory requirements. Our capital ratios strengthened further in the period, with a common equity tier 1 capital ratio of 13.0% (1 August 2018: 12.7%) and leverage ratio of 11.2% (1 August 2018: 10.6%). We have also continued to actively diversify our sources of funding and optimise our liquidity, to maximise both cost efficiency and future flexibility.

Outlook

We recognise the uncertainties in the external economic and political environment, but believe that our proven and resilient business model leaves us well placed to support our customers and deliver good returns in a wide range of market conditions.

Our Banking division remains well positioned, benefiting from the diversity of its business portfolio and strong customer focus. We remain committed to protecting margins, maintaining our prudent underwriting and continuing to invest in our businesses for the long-term.

The Asset Management division remains focused on the long-term strength of our client proposition and on growing its asset base through ongoing investment and maintaining good net inflows.

Winterflood continues to maintain its market-leading position and maximise its trading opportunities, but remains sensitive to external market conditions.

Overall, we remain well positioned for the remainder of the year. 

OVERVIEW OF FINANCIAL PERFORMANCE

Income Statement

Solid Performance in the First Half

The group delivered a solid performance in the first half. The Banking division continued to deliver good profitability, although the difficult trading environment for Asset Management and Winterflood led to a 4% decrease in group adjusted operating profit to £138.8 million (2018: £143.9 million), resulting in an operating margin of 34% (2018: 36%). Statutory operating profit before tax from continuing operations reduced 3% to £135.6 million (2018: £140.2 million). Return on opening equity ("RoE") remained strong at 16.1% (2018: 17.5%) despite the lower profits in our market facing businesses and continued growth in the equity base.

The Banking division continued to deliver loan book growth at strong returns, with adjusted operating profit up 1% to £131.1 million (2018: £130.1 million), as a strong performance in Commercial offset lower profits in Retail. Asset Management delivered good net inflows, though adjusted operating profit reduced 5% to £10.8 million (2018: £11.4 million) year on year, as a result of negative market movements. Winterflood remained solidly profitable, although operating profit reduced 37% to £9.3 million (2018: £14.7 million) reflecting lower trading volumes. Group net expenses, which include the central functions such as finance, legal and compliance, risk and human resources, were broadly flat at £12.4 million (2018: £12.3 million).  

Adjusted operating income increased 1% to £407.4 million (2018: £402.5 million), with higher income in the Banking division and Asset Management offset by reduced trading income in Winterflood. Income in Banking increased 4% reflecting loan book growth and a broadly stable net interest margin of 8.1% (2018: 8.2%), while income in Asset Management was also up 4% reflecting higher opening managed assets. In Securities income reduced 18% as a result of lower trading volumes.

Adjusted operating expenses increased 5% to £246.7 million (2018: £235.8 million), driven predominantly by continued growth and investment in the Banking division. Costs in Asset Management also increased, as a result of investment in front office hires and research capability, while expenses in Securities reduced, reflecting lower variable costs. Overall, the expense/income ratio increased to 61% (2018: 59%) while the compensation ratio reduced to 36% (2018: 37%).

Impairment losses of £21.9 million (2018: £22.8 million) remained low with a bad debt ratio of 0.6% (2018: 0.6%), reflecting continued strong credit performance and the current benign credit environment.

The tax charge in the period was £33.4 million (2018: £35.1 million), which corresponds to a broadly unchanged effective tax rate of 25% (2018: 25%).

Overall, adjusted basic earnings per share ("EPS") decreased 3% to 69.8p (2018: 72.0p).

Adjusted operating profit and EPS exclude amortisation of intangible assets on acquisition of £3.2 million (2018: £3.7 million). Including this, basic EPS from continuing operations decreased 3% to 68.1p (2018: 70.0p).

On 1 January 2019 the group completed the sale of the unsecured retail point of sale finance business. This business has been classified as a discontinued operation in the group's income statement, with a profit from discontinued operations of £1.2 million (2018: loss of £1.2 million) net of tax in the first half, including an estimated profit on disposal of £2.8 million net of tax (2018: £nil). Basic earnings per share from continuing and discontinued operations was broadly flat at 68.9 pence (2018: 69.2 pence).

Dividend

The group has a progressive dividend policy, which aims to grow the dividend year on year while maintaining a prudent level of dividend cover. The interim dividend of 22.0p (2018: 21.0p) represents an increase of 5% from the prior year, and is due to be paid on 24 April 2019 to shareholders on the register at 22 March 2019.

Group Balance Sheet

1 Treasury assets comprise cash and balances at central banks, and debt securities held to support lending in the Banking division.

2 Market-making assets and liabilities comprise settlement balances, long and short trading positions and loans to or from money brokers.

3 Opening balance sheet reported under IFRS 9 - see page 10 for transitional impact.

We maintain a prudent approach to managing our financial resources, which is reflected in our strong and transparent balance sheet. Assets are made up predominantly of loans and advances to customers as well as treasury assets held for liquidity purposes, and settlement balances in our Securities division. Other assets principally comprise intangibles, property, plant and equipment, and prepayments. Liabilities are predominantly made up of customer deposits, and both secured and unsecured borrowings to fund the loan book.

Total assets decreased to £10.0 billion (1 August 2018: £10.2 billion), driven by a reduction in excess liquidity and the sale of the unsecured retail point of sale finance business. Total liabilities decreased £225.1 million to £8.7 billion (1 August 2018: £8.9 billion). Shareholders' equity of £1.3 billion (1 August 2018: £1.3 billion) continued to build, with profit in the period partially offset by dividend payments of £62.8 million. The group's return on assets remained broadly stable at 2.1% (1 August 2018: 2.0%).

Capital Position

The group aims to maintain a strong capital position, which supports our ability to lend through the cycle, invest in our business and pay a progressive dividend to shareholders while continuing to meet all regulatory requirements.

In the first half the common equity tier 1 ("CET1") capital ratio increased to 13.0% (1 August 2018: 12.7%), reflecting our continued profitability and modest loan book growth at this stage in the cycle. CET1 capital increased to £1,131.2 million (1 August 2018: £1,082.2 million), reflecting £103.5 million of profit for the period, a regulatory deduction for foreseeable dividends of £47.1 million and other movements in reserves and intangibles. Risk weighted assets increased 2% to £8.7 billion (1 August 2018: £8.5 billion), broadly reflecting the increase in the loan book.

The group's total capital ratio also increased to 15.2% (1 August 2018: 15.0%), and the leverage ratio increased further to 11.2% (1 August 2018: 10.6%) reflecting the reduction in total assets in the period.

The group's capital ratios at 31 January 2019 are presented on a transitional basis, in accordance with the IFRS 9 transitional arrangements that allow the capital impact of expected credit losses to be phased in over a five year period. Before transitional arrangements, the group's fully loaded CET1 capital ratio at 31 January 2019 was 12.5% (1 August 2018: 12.2%).

There has been no change to the group's minimum capital requirements in the period, with a minimum CET1 capital ratio of 9.0% and total capital ratio of 13.4% on a fully loaded basis, effective July 2019, including all applicable buffers and a pillar 2 add-on of 1.1% CET1 and 1.9% total capital.

Accordingly, all the group's capital ratios remain comfortably ahead of minimum regulatory requirements, and we continue to maintain good levels of headroom allowing for future growth and any regulatory changes, including the impact of IFRS 9 and the proposed Basel 3 reforms.

We are continuing to progress our plans for transitioning to an Internal Ratings Based approach, and currently expect to submit our formal application to the PRA by the end of the 2019 calendar year.

Funding1

1 Numbers relate to core funding and exclude working capital facilities at the business level.

2 Unsecured funding includes £295.0 million (1 August 2018: £295.0 million) of undrawn facilities.

3 Average maturity of total funding excluding equity and funding held for liquidity purposes.

The main purpose of our treasury function is to manage funding and liquidity to support the lending businesses, and manage interest rate risk. We maintain a conservative approach, with diverse funding sources and a prudent maturity profile.

We continue to have access to a wide range of funding sources, including retail and corporate deposits, both secured and unsecured debt, and wholesale facilities. This maximises our flexibility on pricing, and means we have low reliance on any single source of funding. Retail deposits comprise 20% of our total available funding and we have made limited use of the Term Funding Scheme, which represents only 5% of our total funding with a total of £490 million drawn at the balance sheet date.

In the first half, total funding was marginally reduced to £9.5 billion (1 August 2018: £9.6 billion), representing 128% of the loan book, as loan book growth in the period was funded by a reduction in excess liquidity. The decrease was driven by lower deposits, down 3% to £5.3 billion (1 August 2018: £5.5 billion), reflecting the maturity of short term deposits. During the period we renewed and increased our Premium Finance securitisation facility to £500 million.

We have maintained a prudent funding maturity profile. At 31 January 2019, term funding with a residual maturity over one year covered 75% (1 August 2018: 68%) of the loan book, reflecting the renewal of long term facilities. The average maturity of funding allocated to the loan book at 22 months (1 August 2018: 23 months) remains significantly ahead of the loan book maturity of 14 months (1 August 2018: 14 months).

Our average cost of funding increased slightly to 1.7% (2018: 1.6%), as disciplined deposit pricing and renewal of facilities at lower cost partly offset the 25bps increase in the base rate in August 2018.

Our wide range of funding sources, strong credit ratings and access to wholesale markets increase our resilience to any change in availability or pricing, and we continue to actively diversify our funding sources. In the first half, we successfully completed the transition to a new customer deposit platform, which will allow us to build an online distribution channel and offer a wider range of savings products, which will further increase flexibility over time.

During the first half, both Moody's Investors Services ("Moody's") and Fitch Ratings ("Fitch") reaffirmed our credit ratings. Moody's rates Close Brothers Group ("CBG") A3/P2 and Close Brothers Limited ("CBL") Aa3/P1, with stable outlook. Fitch rates both CBG and CBL A/F1 with stable outlook.

Liquidity 

We maintain a prudent liquidity position, and regularly assess and stress test our liquidity to ensure it is comfortably ahead of both internal risk appetite and regulatory requirements.

At the same time, we continuously optimise our liquidity position and mix to ensure it remains efficient. In the period, Treasury assets were reduced to £1.2 billion (1 August 2018: £1.4 billion), as excess liquidity was deployed into loan book growth. We also increased our holding of high quality Certificates of Deposit to £401.4 million (1 August 2018: £250.3 million), although the majority of our treasury assets continue to be in high quality liquid assets, predominantly deposits with the Bank of England.

We continue to comfortably meet the liquidity coverage ratio requirements under CRD IV, with an average ratio of 740% in the first half of the year.

IFRS 9 Transitional Impact

The group has adopted IFRS 9 Financial Instruments with effect from 1 August 2018, and in accordance with the requirements of IFRS 9, transitional adjustments have been accounted for through retained earnings at 1 August 2018. The implementation of IFRS 9 resulted in an increase in impairment provisions of £59.0 million, a £44.9 million reduction in shareholders' equity and a £14.1 million increase in deferred tax assets at 1 August 2018.

Before transitional relief the impact upon the group's CET1 capital ratio at 1 August 2018 was a reduction of 49 bps to 12.2% on a fully-loaded basis. The group has elected to apply IFRS 9 transitional arrangements, which allow the capital impact of expected credit losses to be phased in over a five year period, and the impact of the transition to IFRS 9 on the group's capital position in the 2019 financial year is therefore minimal at 2 bps.

Further details of the impact of implementing IFRS 9 can be found in the group's IFRS 9 Transition Report publication located on the group's website at https://www.closebrothers.com/investor-relations/results-reports-and-presentations/.

BUSINESS REVIEW

BANKING

Key Financials

1 Results from continuing operations exclude the unsecured retail point of sale finance business, which was classified as a discontinued operation in the group's income statement for the 2018 financial year and sold on 1 January 2019.

2 The calculation of the bad debt ratio, net interest margin and return on net loan book excludes the unsecured retail point of sale finance loan book from both the opening and closing loan book.

3 Re-presented to exclude the unsecured retail point of sale finance loan book in both periods and is used to calculate net interest margin, bad debt ratio and return on net loan book.

Good Financial Performance Continued in the First Half

Adjusted operating profit for the Banking division was up 1% to £131.1 million (2018: £130.1 million), driven by 4% income growth to £303.1 million (2018: £290.9 million) and continued low impairments. Statutory operating profit increased 1% to £130.2 million (2018: £129.1 million).

The loan book grew 2.0% in the period, and 6.3% year on year, with a continued strong return on net loan book of 3.5% (2018: 3.7%). Return on opening equity remained strong at 18% (2018: 20%), albeit lower year on year reflecting continued growth in the equity base.

The net interest margin remained broadly stable at 8.1% (2018: 8.2%), reflecting our continued pricing discipline. Although competition remains active in many parts of our business, we continue to focus on holding our pricing across the overall portfolio.

Adjusted operating expenses at £150.1 million (2018: £138.0 million) increased 9% year on year. Over half of this increase relates to investment in our technology and business propositions, including both ongoing investment to support our operational resilience and regulatory compliance, as well as a number of current strategic initiatives. These include the development of our new deposit platform in Treasury, a significant programme to enhance our technology and service proposition in Motor Finance, and preparations for a transition to the internal ratings based approach for capital.

We remain fully committed to maintaining the necessary investment to protect, improve and extend our business for the long term, while at the same time continuously looking for ways to further optimise our cost efficiency. We have maintained tight control of our underlying business and volume driven costs, which increased broadly in line with income in the first half. Overall, the compensation ratio remained stable at 28% (2018: 28%), while the expense/income ratio increased to 50% (2018: 47%).

The bad debt ratio remained low at 0.6% (2018: 0.6%), reflecting continued strong underlying credit performance. We have not seen any significant change to the current benign credit environment in the period, which alongside our disciplined lending criteria continues to support low impairments and a broadly stable bad debt ratio.

Loan Book Analysis

1 Re-presented to exclude the unsecured retail point of sale finance business, which was classified as a discontinued operation in the group's income statement for the 2018 financial year and sold on 1 January 2019.

2 The Asset Ireland loan book has been reclassified in the period from Asset Finance to Invoice and Speciality Finance, to align with where this business is managed. Both 31 January 2019 and comparative 1 August 2018 opening loan book figures have been re-presented accordingly.

The loan book grew 2.0% in the first half, to £7.4 billion (1 August 2018: £7.2 billion) driven by our Commercial business lines and Premium Finance, with Property remaining broadly flat. In Motor Finance, the loan book contracted modestly, reflecting our pricing and underwriting discipline in the competitive UK market.

Banking: Commercial

The Commercial businesses focus on specialist lending principally to the SME market. The Asset Finance business provides secured financing across a wide range of asset classes. Invoice and Speciality Finance includes our core invoice finance business as well as our brewery and vehicle rentals businesses; Novitas, which provides finance for legal fees; and our commercial lending activities in Ireland.

The Commercial loan book increased 4.9% to £2.9 billion (1 August 2018: £2.7 billion), with growth across both Asset Finance and Invoice and Speciality Finance. Although competition in many areas remains active, the Asset Finance book grew 4.5%, benefiting from the diversity and specialism of the business, with particularly good growth in transport and contract hire. In Invoice and Speciality Finance, we saw good loan book growth of 5.8%, with continued growth in the core invoice finance client base as well as strong growth in Novitas, driven by expansion of its new litigation finance offering.

Adjusted operating profit of £47.3 million (2018: £39.7 million) was up 19%, driven by higher income and continued low impairments. Statutory operating profit increased 20% to £46.5 million (2018: £38.8 million).

Operating income of £125.3 million (2018: £110.4 million) was 13% higher year on year, reflecting good loan book growth in the period. Our net interest margin strengthened further to 8.3% (2018: 8.0%), principally due to mix with good growth in higher margin products.

Costs were up 8% to £70.3 million (2018: £65.1 million) following growth across our Commercial business lines, but increased less than income in the period, resulting in a reduction in the expense/income ratio to 56% (2018: 59%).

The bad debt ratio remained broadly unchanged at 0.5% (2018: 0.4%), reflecting the current benign credit environment, continued low arrears and a strong collections performance.

Banking: Retail

1 Results from continuing operations exclude the unsecured retail point of sale finance business, which was classified as a discontinued operation in the group's income statement for the 2018 financial year and sold on 1 January 2019.

The Retail businesses provide intermediated finance, principally to individuals, through motor dealers and insurance brokers, and incorporate our Motor Finance and Premium Finance businesses.

The Retail loan book remained broadly flat at £2.7 billion (1 August 2018: £2.7 billion). In Premium Finance, we saw good growth of 6.4% to £1.0 billion (1 August 2018: £0.9 billion), as recent investment has enabled new broker wins and increased penetration of existing brokers, by simplifying the customer journey and onboarding process.

In Motor Finance, a highly competitive sector, we continue to consistently apply our model, holding margin and prioritising credit quality. The loan book continued to contract slightly, down 1.7% to £1.7 billion (1 August 2018: £1.7 billion), though we continue to see growth potential in the UK second hand car finance market. The business in the Republic of Ireland, where we operate through a local partner, remained broadly flat.

Adjusted operating income was down 2% year on year at £113.2 million (2018: £115.6 million) reflecting the slight decline in the Motor Finance loan book, with the net interest margin reducing to 8.4% (2018: 8.7%), principally due to growth in the lower margin Irish motor book, and an increased proportion of lower margin commercial loans in Premium Finance.

Adjusted operating expenses increased 9% to £63.0 million (2018: £57.8 million), reflecting the cost of onboarding new brokers in Premium Finance, and our ongoing investment in this business. In the current financial year we have also initiated a significant transformation programme in Motor Finance, which will over time enable better efficiency in operational processes, and higher service levels for our dealer partners and customers. Alongside the reduction in revenue, this resulted in an increase in the expense/income ratio to 56% (2018: 50%).

The bad debt ratio of 1.0% (2018: 1.0%) remains consistent with the last financial year. We remain comfortable with the credit quality of our loan book, which continues to perform as expected at this stage of the cycle.

Overall, adjusted operating profit for Retail was down 17% year on year to £36.8 million (2018: £44.4 million), with statutory operating profit also down 17% at £36.7 million (2018: £44.3 million).

Banking: Property

The Property business is focused on specialist residential development finance to established professional developers in the UK. We concentrate on smaller developments of family housing in high-quality locations and maintain conservative underwriting criteria. We do not lend to the buy-to-let sector, or provide residential or commercial mortgages.

The Property business delivered a solid performance in the period, with an operating profit of £47.0 million (2018: £46.0 million), a marginal increase year on year. The bad debt ratio in the current period reduced to 0.1% (2018: 0.5%) reflecting continued strong credit quality, with no material new provisions in the period. The net interest margin reduced to 7.1% (2018: 7.8%) principally due to lower fee income and the impact of the higher base rate.

The loan book remained broadly flat at £1.8 billion (1 August 2018: £1.8 billion), reflecting a number of large repayments offsetting new lending in the period. We continue to see good demand for residential property development finance and the pipeline remains solid. Our focus remains on new build family homes where we see strong structural demand, and we continue to extend our offering to high-quality regional locations where we see good growth potential.

Operating expenses of £16.8 million (2018: £15.1 million) were up on the prior year period, but the expense/income ratio remained comparatively low at 26% (2018: 23%), reflecting the lower operational requirements of the business.

ASSET MANAGEMENT

Key Financials

1 Income from advice and self-directed services, excluding investment management income.

2 Net interest income and expense, income on principal investments and other income.

Solid Performance Supported by Good Net Inflows

Asset Management delivered good net inflows of £376 million in the first half, representing an annualised rate of 7% of opening managed assets. Adjusted operating profit of £10.8 million (2018: £11.4 million) was down 5% year on year reflecting the impact of negative market movements. Statutory operating profit decreased 2% to £8.5 million (2018: £8.7 million).

Operating income increased 4% to £58.5 million (2018: £56.0 million). This was driven by good growth in investment management fees, following the strong growth in our managed assets in the last financial year. Reduced income on advice and other services reflects lower initial fees associated with lower net inflow levels compared to the prior year. The revenue margin remained broadly flat at 96bps (2018: 97bps).

Adjusted operating expenses increased 7% to £47.7 million (2018: £44.6 million), and the expense/income ratio increased to 82% (2018: 80%), reflecting ongoing investment in front office staff and research capability, while the compensation ratio decreased slightly to 55% (2018: 57%) reflecting lower variable compensation.

We remain focused on improving operational efficiency through investment in technology, and continue to make good progress upgrading our client relationship management systems and digital functionality.

Movement in Client Assets

We achieved good net inflows of £376 million, an annualised net inflow rate of 7%, reflecting continued demand for both our integrated wealth and investment management services, and the benefit of recent hires in line with our growth strategy. However, this was more than offset by negative market movements of £453 million, and as a result managed assets decreased 1% overall to £10.3 billion (31 July 2018: £10.4 billion).

Total client assets, which also include advised assets under third-party management, reduced 2% to £12.0 billion (31 July 2018: £12.2 billion).

Our funds and segregated bespoke portfolios are designed to provide attractive risk adjusted returns for our clients, in line with their long-term goals. Over the 12 month period to 31 January 2019, 11 out of our 12 multi-asset funds outperformed their relevant peer group average. For the five year period to 31 January 2019, 11 out of our 12 multi-asset funds also outperformed their relevant sector average, with 8 out of 12 in either the first or second quartile versus their relevant peer group. All of our bespoke strategy composites outperformed their relevant peer group average over the year to 31 January 2019, and over a 5 year period, in line with our strong long-term outperformance track record for our bespoke strategies.

The continued momentum in the first half underpins the long-term growth potential of this business, and we remain committed to driving further growth through net inflows, hiring of new advisers and investment managers, and selective acquisitions.

SECURITIES

Key Financials

Solid Profitability in Difficult Trading Conditions

Winterflood remains focused on delivering high-quality execution services to stockbrokers, wealth managers and institutional investors.

The business was impacted by difficult and volatile equity market conditions and low levels of investor risk appetite throughout the first half. As a result, operating profit decreased 37% to £9.3 million (2018: £14.7 million).

Operating income reduced 18% to £45.8 million (2018: £55.6 million) reflecting lower volumes and trading income in the period. Average daily bargains decreased 24% year on year to 53,515 (2018: 70,284), reflecting low retail investor activity, particularly in AIM stocks.

We remain focused on closely managing our risk exposures, while continuing to provide liquidity and high quality execution to our clients. Despite the recent challenging market environment, trading remained profitable throughout, with only one loss day (2018: no loss days) in the period.

Operating expenses decreased 11% as a result of Winterflood's largely variable cost base. The expense/income ratio increased to 80% (2018: 74%) reflecting lower income, while the compensation ratio remained stable at 48% (2018: 48%).

As the first half results demonstrate, Winterflood remains well positioned to continue trading profitably and provide continuous liquidity to its customers in a wide range of market conditions. We are continuing to extend our offering to institutional clients, and through Winterflood Business Services develop our outsourced dealing and custody services for asset managers in the UK.

DEFINITIONS

Adjusted: Adjusted measures are used to increase comparability between periods and exclude amortisation of intangible assets on acquisition and any exceptional items and discontinued operations

Bad debt ratio: Impairment losses on financial assets as a percentage of average net loans and advances to customers and operating lease assets

Compensation ratio: Total staff costs as a percentage of adjusted operating income

Dividend per share ("DPS"): Comprises the final dividend proposed for the respective year together with the interim dividend declared and paid in the year

Earnings per share ("EPS"): Profit attributable to shareholders divided by number of basic shares

Effective tax rate: Tax on operating profit/(loss) as a percentage of operating profit/(loss) on ordinary activities before tax

Expense/income ratio: Total adjusted operating expenses divided by adjusted operating income

Funding allocated to loan book: Total funding excluding equity and funding held for liquidity purposes

Funding % loan book: Total funding divided by net loans and advances to customers

High quality liquid assets ("HQLAs"): Assets which qualify for regulatory liquidity purposes, including Bank of England deposits, and sovereign and central bank debt, including funds drawn under the Funding for Lending Scheme

Leverage ratio: Tier 1 capital as a percentage of total balance sheet assets, adjusted for certain capital deductions, including intangible assets, and off balance sheet exposures

Liquidity coverage ratio: Measure of the group's HQLAs as a percentage of expected net cash outflows over the next 30 days in a stressed scenario

Loan to value ratio ("LTV"): For a secured loan, the loan balance as a percentage of the total value of the asset

Net interest margin ("NIM"): Adjusted income generated by lending activities, including interest income net of interest expense, fees and commissions income net of fees and commissions expense, and operating lease income net of operating lease expense, less depreciation on operating lease assets, divided by average loans and advances to customers (net of impaired loans) and operating lease assets

Operating margin: Adjusted operating profit divided by adjusted operating income

Return on assets: Profit attributable to shareholders divided by total assets at balance sheet date

Return on net loan book ("RoNLB"): Adjusted operating profit from lending activities divided by average net loans and advances to customers, and operating lease assets

Return on opening equity ("RoE"): Adjusted operating profit after tax and non-controlling interests divided by opening equity, excluding non-controlling interests

Revenue margin: Income from advice, investment management and related services divided by average total client assets

Term funding: Funding with a remaining maturity greater than 12 months

Principal Risks and Uncertainties

The group faces a number of risks in the normal course of business. The key elements to the way we manage risk are as follows:

· adhering to our established and proven business model;

· implementing an integrated risk management approach based on the concept of "three lines of defence"; and

· setting and operating within clearly defined risk appetites, monitored with defined metrics and set limits.

A detailed description of the principal risks and our approach to managing and mitigating these risks is disclosed on pages 20 to 23 of the Annual Report 2018 which can be accessed via the Investor Relations home page on the group's website at www.closebrothers.com.

While there have been no significant changes to our risk management approach in the period we continue to closely monitor the economic environment in the context of the UK's planned departure from the EU. The principal risks faced by the group are summarised below.

Credit losses - the group provides loans to a range of small businesses and individuals. There is a risk that customers are unable to repay their loans and any outstanding interest and fees resulting in credit losses. The group also has exposure to counterparties with which it places deposits or trades and also has a small number of derivative contracts to hedge interest rate and foreign exchange exposures. 

Economic environment - any downturn in economic conditions may impact the group's performance through lower demand for the group's products and services, lower investor risk appetite, higher credit losses and increased volatility in funding markets.

Legal and regulatory - changes to existing legal, regulatory and tax environments, or failure to comply with existing requirements could adversely impact the group's performance, as well as capital, liquidity and the markets in which we operate. For example, we are currently monitoring the potential for regulatory change in the Motor Finance market following publication of the FCA's final report on 4 March 2019. Failing to treat customers fairly also has the potential to damage the group's reputation and may lead to legal or regulatory sanctions including litigation and customer redress.

Technology and operational resilience - providing robust, contemporary and secure technology is fundamental to enabling the group to provide a high quality customer experience, respond and adapt to emerging opportunities and risks, protect client and company data and counter the evolving cyber threat. Failure to keep up with changing customer expectations or provide reliable, secure IT services has the potential to impact group performance.

Competition - the group operates in competitive markets. Elevated levels of competition may impact the group's ability to write loans at its desired risk and return criteria, resulting in lower new business volumes and loss of market share.

Employees - the quality and expertise of our employees is critical to our success. The loss of key individuals or teams may have an adverse impact on the group's operations and ability to deliver its strategy.

Funding and liquidity - access to funding remains key to support our lending activities and the group's liquidity requirements. Any material change to funding or liquidity capacity has the potential to impact the group's ongoing performance.

Market risk - market volatility impacting equity and fixed income exposures, and / or changes in interest and exchange rates have the potential to impact the group's performance.

Directors' Responsibility Statement

Each of the Directors confirms that, to the best of their knowledge:

The Directors of Close Brothers Group plc as at the date of this report are as listed on pages 58 and 59 of the company's Annual Report 2018, subject to the following changes: Jonathan Howell ceased to be a director on 15 November 2018; Mike Morgan was appointed as a director and Group Finance Director with effect from 15 November 2018; and Peter Duffy was appointed as an independent non-executive director with effect from 1 January 2019. A list of current Directors is maintained on the company's website www.closebrothers.com.

On behalf of the board

12 March 2019

Independent Review Report

Report on the condensed half yearly financial statements

Our conclusion

We have reviewed Close Brothers Group plc's condensed half yearly financial statements in the half yearly report of Close Brothers Group plc for the 6 month period ended 31 January 2019.  Based on our review, nothing has come to our attention that causes us to believe that the condensed half yearly financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

What we have reviewed

The condensed half yearly financial statements comprise:

· the consolidated balance sheet at 31 January 2019;

· the consolidated income statement and consolidated statement of comprehensive income for the period then ended;

· the consolidated cash flow statement for the period then ended;

· the consolidated statement of changes in equity for the period then ended; and

· the explanatory notes to the condensed half yearly financial statements.

The condensed half yearly financial statements included in the half yearly report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1 to the condensed half yearly financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Responsibilities for the condensed half yearly financial statements and the review

Our responsibilities and those of the directors

The half yearly report, including the condensed half yearly financial statements, is the responsibility of, and has been approved by, the directors.  The directors are responsible for preparing the half yearly report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

Our responsibility is to express a conclusion on the condensed half yearly financial statements in the half yearly report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What a review of condensed half yearly financial statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the half yearly report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed half yearly financial statements.

PricewaterhouseCoopers LLP

Chartered Accountants

London

12 March 2019

Consolidated income statement

for the six months ended 31 January 2019

1 Restated - see notes 1 and 4.

Consolidated Statement of COMPREHENSIVE INCOME

for the six months ended 31 January 2019

Consolidated Balance Sheet

at 31 January 2019

1 See notes 1 and 17.

Consolidated Statement of CHANGES IN EQUITY

for the six months ended 31 January 2019 

Consolidated Statement of CHANGES IN EQUITY continued

for the six months ended 31 January 2019 

Consolidated Cash Flow Statement

for the six months ended 31 January 2019

THE NOTES

1. Basis of preparation and accounting policies

The half yearly financial information has been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and in accordance with the International Financial Reporting Standards ("IFRS") endorsed by the European Union. These include International Accounting Standard ("IAS") 34, Interim Financial Reporting, which specifically addresses the contents of condensed half yearly financial statements. The consolidated financial statements incorporate the individual financial statements of Close Brothers Group plc and the entities it controls, using the acquisition method of accounting.

The half yearly report is unaudited and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. However, the information has been reviewed by the group's auditor, PricewaterhouseCoopers LLP, and their report appears on pages 21 and 22.

The financial information for the year ended 31 July 2018 contained within this half yearly report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. A copy of those statutory accounts has been delivered to the Registrar of Companies. PricewaterhouseCoopers LLP has reported on those accounts. The report of the auditor on those statutory accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.

The directors have a reasonable expectation that the company and the group as a whole have adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of this report. For this reason, they continue to adopt the going concern basis in preparing the condensed consolidated half yearly financial statements.

The accounting policies applied are consistent with those set out on pages 115 to 119 of the Annual Report 2018 except in relation to the adoption of IFRS 9 Financial Instruments effective from 1 August 2018. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement. There are significant changes in the accounting for financial instruments, particularly with regards to impairment. The main differences between IFRS 9 and IAS 39 are summarised on pages 115 to 116 of the Annual Report 2018.

In accordance with the requirements of IFRS 9, comparative information has not been restated and transitional adjustments have been accounted for through retained earnings at 1 August 2018, the date of initial application. IFRS 9 includes an accounting policy choice to continue to apply hedge accounting under IAS 39 and the group elected to apply this accounting policy choice for the foreseeable future.

The impact of the transition to IFRS 9 is set out below and in note 17. Further detail can be found in the group's 'IFRS 9 Transition Report' published on 7 November 2018 and is available on the following webpage: https://www.closebrothers.com/investor-relations/investor-information/results-reports-and-presentations.

The group also adopted IFRS 15 Revenue from Contracts with Customers effective from 1 August 2018. IFRS 15 replaces IAS 18 Revenue and IAS 11 Construction Contracts and does not apply to financial instruments, lease contracts or insurance contracts which fall under the scope of other IFRSs. The standard introduces a new revenue recognition model which features a contract-based five-step analysis of transactions to determine whether, how much, and when revenue is recognised. The group's existing accounting policies comply with the requirements of the standard. The standard has no impact on the group's financial statements.

Comparative information for the six months ended 31 January 2018 have been restated for discontinued operations as set out in note 4. Fee and commission expense in the consolidated income statement for the six months ended 31 January 2018 has been restated to exclude other direct costs of £6.7 million, which are now presented alongside depreciation of operating lease assets.

The consolidated balance sheet and notes 7 and 12 include 1 August 2018 balances to aid comparability following the adoption of IFRS 9. In addition, the consolidated balance sheet and related notes no longer include comparative information for the prior half year. 

Changes in accounting policy

The accounting policies set out in sections (i) and (j) in note 1 of the Annual Report 2018 have been replaced by those below from 1 August 2018 following the adoption of IFRS 9.

Financial assets and liabilities

Classification and measurement

Financial assets are classified at initial recognition on the basis of the business model within which they are managed and their contractual cash flow characteristics. The classification categories are amortised cost, fair value through other comprehensive income ("FVOCI") and fair value through profit or loss ("FVTPL").

Financial assets that are held to collect contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Initial recognition is at fair value plus directly attributable transaction costs. Interest income is accounted for using the effective interest rate method.

Financial assets that are held to collect contractual cash flows and for subsequent sale, where the assets' cash flows represent solely payments of principal and interest, are classified at fair value through other comprehensive income. Directly attributable transaction costs are added to the initial fair value. Gains and losses arising from changes in fair value except when due to credit risk are recognised in other comprehensive income until the financial asset is either sold or matures, at which time the cumulative gain or loss is recognised in the income statement. Gains and losses arising from changes in fair value due to credit risk are recognised in the income statement.

Financial assets are classified at fair value through profit or loss where they do not meet the criteria to be measured at amortised cost or fair value through other comprehensive income or where they are designated at fair value through profit or loss to reduce an accounting mismatch. Financial assets at fair value through profit or loss are recognised at fair value. Transaction costs are not added to or deducted from the initial fair value, they are immediately recognised in profit or loss on initial recognition. Gains and losses that subsequently arise on changes in fair value are recognised in the income statement.

Financial liabilities are classified at initial recognition at amortised cost except for the following which are classified at fair value through profit or loss: derivatives; financial liabilities held for trading; and financial liabilities designated at fair value through profit or loss to eliminate an accounting mismatch.

Financial liabilities at amortised cost are measured at fair value less directly attributable transaction costs on initial recognition. Interest expense is accounted for using the effective interest rate method. Financial liabilities at fair value through profit or loss are measured at fair value on initial recognition. Transaction costs are not added to or deducted from the initial fair value, they are immediately recognised in profit or loss on initial recognition. Subsequent changes in fair value are recognised in the income statement except for financial liabilities designated at fair value through profit or loss, changes in fair value attributable to changes in credit risk are recognised in other comprehensive income.

The fair values of quoted financial assets or financial liabilities in active markets are based on bid or offer prices. If the market for a financial asset or financial liability is not active, or they relate to unlisted securities, the group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, discounted cash flow analysis and other valuation techniques commonly used by market participants.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where the group has transferred substantially all risks and rewards of ownership. If substantially all the risks and rewards have been neither retained nor transferred the assets continue to be recognised to the extent of the group's continuing involvement. Financial liabilities are derecognised when they are extinguished.

Expected credit losses

Expected credit losses are recognised for loans and advances to customers and banks, other financial assets held at amortised cost, financial assets measured at fair value through other comprehensive income, loan commitments and financial guarantee contracts. The impairment charge in the income statement includes the change in expected credit losses.

At initial recognition, a provision is recognised for 12 months of expected credit losses. These financial assets are considered to be in Stage 1. When a significant increase in credit risk since initial recognition occurs, a provision is made for the lifetime expected credit losses. These financial assets are considered to be in Stage 2. When objective evidence exists that a financial asset is credit impaired, with a 90 days past due back stop, the financial asset is considered to be in Stage 3. A financial asset will remain classified as Stage 2 until the credit risk has improved such that it no longer represents a significant increase since origination and will be returned to Stage 1. Loans and advances to customers are written off against the related provisions when there are no reasonable expectations of recovery.

The calculation of expected credit losses for loans and advances to customers is based on the probability of default ("PD"), adjusted to reflect a range of forward-looking macroeconomic scenarios, the estimated exposure at default ("EAD") and the estimated loss given default ("LGD"), which represents the expected losses on the EAD after taking into account cash recoveries including the value of collateral held. EAD and LGD are adjusted to account for the impact of discounting using the effective interest.

Critical accounting estimates and judgements

The preparation of the half yearly report requires management to make estimates and assumptions that affect the reported income and expense, assets and liabilities and disclosure of contingencies at the date of the half yearly report. Although these estimates and assumptions are based on the management's best judgement at that date, actual results may differ from these estimates. There have been no significant changes in the basis upon which estimates have been determined compared to that applied at 31 July 2018 other than in relation to the implementation of IFRS 9, which are set out below.

Significant increase in credit risk

The assessment of whether a significant increase in credit risk has occurred requires judgement. The assessment is unbiased, probability weighted and uses forward-looking information. The group uses a multifactor approach based on quantitative measures and qualitative indicators to help make such an assessment. Quantitative measures include changes in PD or credit score since origination and qualitative indicators include forbearance and watch list processes. As a backstop, all financial assets that are 30 days past due are considered to have experienced a significant increase in credit risk.

Definition of default