TIDMSTJ

RNS Number : 5469N

St. James's Place PLC

29 July 2014

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ST. JAMES'S PLACE PLC

27 St. James's Place, London SW1A 1NR

   Telephone 020 7493 8111    Facsimile 020 7493 2382 

29 July 2014

INTERIM STATEMENT

FOR THE SIX MONTHS TO 30 JUNE 2014

STRONG GROWTH IN NEW INVESTMENTS, NET INFLOWS, FUNDS

UNDER MANAGEMENT, TOTAL ADVISER NUMBERS

AND UNDERLYING CASH PROFITS

INTERIM DIVIDEND INCREASED BY 40%

New Business and Funds under Management

   --       Total single investments of GBP3.92 billion (2013: GBP3.23 billion) - up 21% 
   --       Continued strong retention of existing client funds - 95% 
   --       Net inflow of funds under management of GBP2.44 billion (2013: GBP1.99 billion) - up 23% 

-- Funds under management of GBP47.6 billion (2013: GBP39.9 billion) - up 19% over the twelve months and 7% since the start of the year

   --       SJP new business, on an APE basis, of GBP447.9 million (2013: GBP373.9 million) - up 20% 

St. James's Place Partnership

-- Partnership numbers at 2,007 - up 5.4% over the twelve months and 2.5% since the start of the year

-- Total number of advisers at 2,688 - up 9% over the twelve months and 4.6% since start of the year

Profit

- EEV basis:

   --       New business profits of GBP181.3 million (2013: GBP152.4 million) - up 19% 
   --       Operating profit at GBP260.7 million (2013: GBP233.6 million) - up 12% 

-- Net asset value per share 604.9 pence (2013: 524.1 pence) - up 15% over the twelve months and 5% since the start of the year

- IFRS basis:

-- Profit before shareholder tax of GBP82.4 million (2013: GBP81.2 million, excluding one-off items) - up 1%

-- Net asset value per share 178.8 pence (2013: 165.8 pence) - up 8% over the twelve months and 2% since the start of the year

- Cash result:

   --       Underlying post tax cash result of GBP78.5 million (2013: GBP66.9 million) - up 17% 

Interim Dividend

   --       Interim dividend 8.93 pence per share - up 40% 

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David Bellamy, Chief Executive, commented:

"I am very pleased to report another strong performance from St. James's Place.

As I have commented previously, we believe that there is a growing market for trustworthy, personal advice in the UK marketplace and these results once again demonstrate that fact. They also demonstrate that the scale and quality of the company's relationship based approach to wealth management, twinned with our distinct investment management proposition, which has been positioned to serve this market, is doing so.

In the first half of this year, our Partners introduced over 27,000 new clients to St. James's Place who, together with our existing clients, entrusted us with over GBP3.9 billion of new investments, some 21% higher than for the same period last year. Furthermore, the long term retention of client funds under management remains consistently strong at 95%, increasing our net inflow by 23% to just over GBP2.4 billion, taking our funds under management to a new record high of GBP47.6 billion.

As anticipated, following two years of disruption in the adviser marketplace, growth in the size of the Partnership has returned to what we regard as a more normalised level. However, we are increasingly attracting larger businesses that consist of more than one qualified adviser and consequently, the growth in total qualified adviser numbers is up a little higher than Partner numbers at 4.6% year on year.

In order to complement our normal recruitment, since 2012 we have also been investing in the development of new advisers though the St. James's Place Academy and I'm pleased to welcome our first 'graduate' advisers to the Partnership this year. Alongside that, the recently completed acquisition of the Henley Group means we will soon be welcoming a new team of advisers enabling us to extend our advisory approach to UK expatriates living in the Far East.

Closer to home, we are encouraged by the pension and savings initiatives announced in the budget earlier this year and indeed we fully support steps that seek to simplify the current regime and encourage savings for the future. We expect our advisers to play an increasingly important role in helping their clients to understand the options available to them leading up to, at and post retirement, in order that they can make the right decisions and plan accordingly.

Finally, the scale, growth and maturity of our funds under management has resulted in a growing underlying post tax result in recent years, which has supported the significant increase in dividends. This growth has continued in 2014 and given this performance and our confidence about the future, the Board has agreed an increase in the interim dividend at the top end of the range signalled earlier in the year of 40% and anticipate a similar increase in the full year dividend."

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Enquiries:

 
 David Bellamy, Chief   Tel: 020 
  Executive              7514 1963 
 Andrew Croft, Chief    Tel: 020 
  Financial Officer      7514 1963 
 Tony Dunk, Investor    Tel: 020 
  Relations Director     7514 1963 
 
 Bell Pottinger         Tel: 020 
                         7861 3923 
 John Sunnucks & Ben 
  Woodford 
 

An interview with David Bellamy, discussing today's results, will be available later today on www.sjp.co.uk

Analyst presentation 10.45am (GMT)

J. P. Morgan

60 Victoria Embankment

London EC4Y 0JP

Alternatively, if you are unable to attend but would like to watch a livestream of the presentation on the day, please click on the link below or via our website

http://cache.merchantcantos.com/webcast/webcaster/4000/7464/16532/37552/Lobby/default.htm

There will also be a Dial in:

Conference call dial in details are:

UK & International Number: +44 (0) 20 3139 4830

Participant Pin Code: 89301816#

Replay details (available for 7 days)

UK & International Number: +44 (0) 20 3426 2807

Audio Playback Reference: 649143#

 
 CONTENTS 
 
 PART ONE     NEW BUSINESS FIGURES 
 PART TWO     INTERIM MANAGEMENT STATEMENT 
 PART THREE   EUROPEAN EMBEDDED VALUE (EEV) BASIS 
 PART FOUR    INTERNATIONAL FINANCIAL REPORTING STANDARDS 
               (IFRS) BASIS 
 

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ST. JAMES'S PLACE WEALTH MANAGEMENT

NEW BUSINESS FIGURES

FOR THE SIX MONTHS TO 30 JUNE 2014

 
                               Unaudited                  Unaudited 
                              3 Months to                6 Months to 
                                30 June                    30 June 
                              2014      2013             2014      2013 
                             GBP'M     GBP'M            GBP'M     GBP'M 
 New single investments 
 Investment                  595.7     537.5          1,219.6   1,035.8 
 Pension                     549.3     506.7          1,064.4     997.5 
 Unit Trust and ISA          961.0     710.7          1,632.4   1,200.1 
                          --------  --------         --------  -------- 
                           2,106.0   1,754.9   +20%   3,916.4   3,233.4   +21% 
                          --------  --------         --------  -------- 
 
 New annualised regular 
  investments 
 Investment                    5.4       3.0              8.6       6.3 
 Pension                      25.8      24.3             46.5      43.1 
 Protection                    0.7       0.6              1.2       1.2 
                          --------  --------         --------  -------- 
                              31.9      27.9   +14%      56.3      50.6   +11% 
                          --------  --------         --------  -------- 
 
 Total new business 
  (APE)* 
 Investment                  161.1     127.8            293.8     229.9 
 Pension                      80.7      74.9            152.9     142.8 
 Protection                    0.7       0.6              1.2       1.2 
                          --------  --------         --------  -------- 
                             242.5     203.3   +19%     447.9     373.9   +20% 
                          --------  --------         --------  -------- 
 

*Calculated as 1/10(th) single investments plus the annualised regular investments

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ST. JAMES'S PLACE WEALTH MANAGEMENT

THIRD PARTY NEW BUSINESS FIGURES

FOR THE SIX MONTHS TO 30 JUNE 2014

In addition to SJP new business, the Partnership also advises on the products and services of a number of selected third party providers.

-- Investment into various schemes (e.g. VCT and EIS etc.)

-- Pensions: Group Personal Pension Schemes, Annuities and SIPPs

-- Protection and general insurance

For the three month period to 30 June 2014, the total third party single new business was GBP167.6 million (2013: GBP172.0 million) and total annualised new regular business was GBP14.6 million (2013: GBP6.8 million).

For the six month period to 30 June 2014, the total third party single new business was GBP334.1 million (2013: GBP294.9 million) and total annualised new regular business was GBP24.1 million (2013: GBP23.1 million).

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INTERIM MANAGEMENT STATEMENT

CHIEF EXECUTIVE'S STATEMENT

I am very pleased to report another strong performance from St. James's Place.

As I have commented previously, we believe that there is a growing market for trustworthy, personal advice in the UK marketplace and the results shown below once again demonstrate that fact. They also demonstrate that the scale and quality of the company's relationship based approach to wealth management, twinned with our distinct investment management proposition, which has been positioned to serve this market, is doing so.

New Business and Funds Under Management

The new single investments of GBP3.92 billion in the first six months, represent a 21% increase, over the same period last year, with client's continuing to invest pretty evenly across our life, pension and unit trust/ISA investment tax wrappers.

Alongside those new investments, our Partners once again did an excellent job of looking after clients and this is demonstrated by the continued strong retention of existing funds which enabled us to report net inflows of GBP2.44 billion, up 23% on the previous year.

Whilst equity markets have been relatively flat in the first six months, our strong net inflow of GBP2.44 billion enable us report a 7% growth in funds under management to GBP47.6 billion since the start of the year. This represents an increase in our funds under management of 19% pa compound growth over the last 5 years and 23% pa compound growth over 10 years.

Clients

What sits at the heart of this sustained growth is the importance we place on building and maintaining long lasting relationships with our Partners and clients and serving them well.

We are very clear that if we do this well, we will maintain our strong retention record and attract new clients and investments through referrals and introductions. That was evidenced last year by the introduction of 48,000 new clients to St. James's Place and reinforced in the first six months with a further 27,000 clients investing with St. James's Place for the first time.

Investment Management

An essential element of maintaining long term relationships with clients is our ability to manage their investments well. We believe our distinctive approach, giving us access often exclusively in the UK, to some of the best investment managers in the world, gives us an excellent platform to do that.

Over the last 6 months, the Investment Committee, supported by Stamford Associates, has overseen a number of significant changes involving some GBP7 billion of funds under management. We have retained the services of Neil Woodford through the seamless transfer of the investment mandate to Woodford Investment Management; renewed our relationship with Paul Boyne & Doug McGraw, now at Manulife Asset Management in Boston and appointed Wasatch Advisors in Utah and Threadneedle Investments in the UK.

Alongside these changes to fund managers, the Investment Committee has itself undergone a couple of changes. Vivian Bazalgette stood down from the Board and the Committee due to family reasons and we have appointed Davina Curling and Steven Daniels as the new independent members. Davina and Steven bring considerable investment management experience to the Committee and I'm confident they will add value to the Committee's ongoing work.

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Against a backdrop of more muted returns generally, St. James's Place funds and portfolios have made steady progress in the first half of the year, following the strong returns seen in 2013.

In a complex and changing investment world, I believe our Partners remain well-positioned to provide the highly personalised advice and service needed to help investors achieve their financial goals.

The St. James's Place Partnership

As anticipated, following two years of disruption in the adviser marketplace, growth in the size of the Partnership has returned to what we regard as a more normalised level. However, we are increasingly attracting larger businesses that consist of more than one qualified adviser and consequently, the growth in total qualified adviser numbers is up a little higher than Partner numbers at 4.6% year on year.

In order to complement our normal recruitment, since 2012 we have also been investing in the development of new advisers though the St. James's Place Academy and I'm pleased to welcome our first 'graduate' advisers to the Partnership this year. Alongside that, the recently completed acquisition of the Henley Group means we will soon be welcoming a new team of advisers enabling us to extend our advisory approach to UK expatriates living in the Far East.

Financial Performance

The Chief Financial Officer's Report and Financial Review, which can be found on pages 9 to 39, provides a comprehensive presentation of the financial results and detail of the Group's performance for the year.

On a European Embedded Value (EEV) basis, new business profits were 19% higher at GBP181.3 million (2013: GBP152.4 million), in line with the strong growth in new business and operating profits were up 12% at GBP260.7 million (2013: GBP233.6 million).

Whilst the IFRS (International Financial Reporting Standards) profit, before shareholder tax, was only marginally higher than last year at GBP82.4 million (2013: GBP81.2 million, excluding one-off items) the underlying post tax cash result, which the Board considers when setting the dividend, was some 17% higher at GBP78.5 million (2013: GBP66.9 million).

Dividend

The scale, growth and maturity of our funds under management has resulted in a growing underlying post tax result in recent years, which has supported the significant increase in dividends. This growth has continued in 2014 and given this performance and our confidence about the future, the Board has agreed an increase in the interim dividend at the top end of the range signalled earlier in the year of 40% and anticipate a similar increase in the full year dividend.

We fully intend to continue with a progressive dividend policy, growing the future dividend in line with the underlying performance of the business.

The interim dividend for 2014 will be paid on 24 September to shareholders on the register at the close of business on 29August. A Dividend Reinvestment Plan ("DRP") continues to be available for shareholders.

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Partners, Employees and the St. James's Place Foundation

I'd like to once again thank the entire St. James's Place community for these results. There is no doubt in my mind that the strength and continued growth of the business is due to their hard work, dedication and commitment to clients and each other.

The St. James's Place Foundation has always been an important part of the Group's culture and we aim to make a significant difference to the lives of those less fortunate than us.

We were delighted to celebrate the 21st anniversary of the Foundation in 2013 by raising a further GBP4.5 million, enabling us to support over 600 charitable projects. For 2014, we set ourselves an objective to raise in the region of GBP4.75 million and I'm delighted to say that we are very much on track to exceed this sum, having already raised GBP3.7 million in the first six months of the year.

This is very much a collective effort by the whole SJP community, including employees, Partners, suppliers and others connected to SJP.

I would like to thank everyone, including our shareholders, for their continued support in helping to raise such impressive sums.

Outlook

We are encouraged by the pension and savings initiatives announced in the budget earlier this year and indeed we fully support steps that simplify the current regime and encourage savings for the future. We expect our advisers to play an increasingly important role in helping their clients to understand the options available to them leading up to, at and post retirement, to make the right decisions and to plan accordingly.

We are also encouraged by the early indications following our acquisition in the Far East and the early success from the Academy. These initiatives, together with the continued growth in the Partnership, bode really well for the future.

David Bellamy

Chief Executive

28 July 2014

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INTERIM MANAGEMENT STATEMENT

CHIEF FINANCIAL OFFICER'S REPORT

I am pleased to report a strong financial performance in the first half of the year.

In particular I would highlight the continued growth in the underlying cash result enabling the board to announce a fifth successive year of significant dividend growth, at the top end of our previous guidance.

We have previously commented on the 20% growth in new investments business, an even stronger 23% growth in net inflow, the record funds under management and the continued growth in the Partnership. In this statement I will comment on the other financial measures.

Financial results

Shareholders are aware that we report our results on both an IFRS and EEV basis as well as providing further detail on the cash emergence from the business. Further explanation and analysis of these measures is provided on pages 11 and 12.

It is worth noting that, whilst the EEV result is primarily driven by the current year events (particularly new business and investment performance), the IFRS and cash results are the cumulative effect of all previous years.

IFRS Profit before shareholder tax

The Board regards the profit before shareholder tax as the most appropriate measure of the performance of the business on an IFRS basis.

Profit for the six months was GBP82.4 million, compared with GBP90.1 million for the six months to 30 June 2013.

The 2013 result benefitted from a one off amount of GBP8.9 million arising from a reinsurance treaty associated with a closed book of protection business. By contrast the 2014 half year result has been negatively impacted by a change in an accounting requirement (IFRS IC Interpretation 21 - Levies) which requires the FSCS levy to be recognised in full immediately, rather than being phased evenly throughout the year. Consequently, the 2014 first half year result reflects an expected full year FSCS levy of GBP6.9 million, whereas the 2013 half year result reflected a six month charge of just GBP2.4 million.

EEV result

The EEV result is primarily driven by the current year new business, retention, expenses and investment returns.

The EEV new business profit at GBP181.3 million (30 June 2013: GBP152.4 million) was up 19% during the period, in line with the growth in new business.

The operating profit for the period at GBP260.7 million was some 12% higher than the GBP233.6 million for the same period last year. It pleasing to note that we continue to experience a positive variance from the better than assumed retention of client funds.

It should also be noted that the 2013 result included a GBP32.0 million positive from the recognition of identified capital losses and, if this item was to be excluded from the comparative, then the growth in the operating profit would have been 29%.

It is also worth noting that the 2014 result was also negatively impacted by the earlier recognition of the FSCS levy noted above.

The net asset value per share on an EEV basis at the end of the period is 604.9 pence, up 5% since the start of the year.

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Cash result

The underlying cash result for the six months at GBP78.5 million (30 June 2013: GBP66.9 million) was up 17% which reflects the growing income from the funds under management added in earlier years. Like the IFRS and EEV result, the current year cash result was negatively impacted by the earlier recognition of the FSCS levy.

Whilst the overall cash result at GBP60.1 million (30 June 2013: GBP82.6 million) was lower than last year, it reflects an anticipated reversal of a positive tax variance built up in earlier years, whilst the prior year also included the positive contribution of GBP18.3 million from the reinsurance treaty.

Dividend

At the time of the 2013 final results we increased the final dividend by 50% and also indicated that we anticipated increasing the 2014 dividend by a further significant amount, within a range of 30-40%.

Given the continued strong growth in the underlying cash result in the six months, the Board have resolved to increase the interim dividend at the top end of this range with a 40% increase to 8.93p. Furthermore, the Board anticipate an increase to the full year dividend of a similar amount.

Thereafter, we intend to continue with our progressive dividend policy by growing the dividend in line with the underlying performance of the business.

Capital

We continue to manage the balance sheet prudently to ensure the Group's solvency is maintained safely through the economic cycle. This is important not only for the safeguarding of our clients' assets, but also to ensure we can maintain returns to shareholders.

Concluding remarks

2014 has started as another strong year of financial performance for the Group across all measures.

The post-tax cash result was particularly strong in the six months and benefitted from the growth and retention of funds under management, not only in the current year, but more importantly from that experienced in earlier years.

The business and financials are in good shape. In particular, we anticipate continued growth in the underlying cash result which should lead to continued growth in the dividend.

Andrew Croft

Chief Financial Officer

28 July 2014

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INTERIM MANAGEMENT STATEMENT

FINANCIAL REVIEW

The Financial Model

The Group's strategy is to attract and retain retail funds under management on which we receive an annual management fee for as long as we retain the funds. This is the principal source of income for the Group out of which we meet the overheads of the business, invest in growing the Partnership and invest in acquiring new funds under management.

The level of income is dependent on the level of client funds and the level of asset values. In addition, since much of our business does not generate net cash in the first six years, the level of income will increase as a result of new business from six years ago becoming cash generative. This deferral of cash generation means the business always has six years' worth of funds in the 'gestation' period.

Group expenditure is carefully managed with clear targets set for growth in establishment expenses in the year. Other expenses increase with business levels and are met from margins in the products (see page 36). In addition, the Group incurs development expenditure through investment in new client services, computer systems and other corporate initiatives. Currently the Group, in conjunction with one of its major outsourced providers, is investing significantly in a new back office system.

A small proportion of Group expenditure is required to support management of existing funds, but the majority of expenditure is investment in growing the Partnership and acquiring new funds. The resulting new business is expected to generate income for an average of 14 years, and is expected to provide a good return on the investment (see page 32).

As the business matures, the proportion of the cash emerging from the existing business required to support the acquisition of new business is reducing. This has resulted in strong growth in cash emergence which has allowed the Board to significantly increase the dividend to shareholders.

Given the high level of investment in new business generation each year, neither the cash emergence nor the IFRS profit provide a good guide to the profits likely to emerge in the future or the total economic value of the business. However, consideration of the contribution to profits from just the in-force business does provide a good indication of the underlying value being generated by the business and, therefore, the results using the EEV methodology (described below) are also useful in assessing the economic value of our business.

Presentation of financial results

Management believes it is important for investors to appreciate not only the short term net income position of our business, but also the full, long-term potential. We therefore complement our statutory IFRS reporting with additional disclosure on an embedded value basis (using EEV principles). This measure assesses the discounted value of all future cash flows and we believe it better reflects the full economic value of the performance of the business. We also provide analysis of the sources of post tax cash emergence in the year, which we refer to as the cash result.

These three measures, which are described in more detail below, provide investors with different perspectives on the performance of the business in a particular year. We believe the additional disclosure will assist them in making their own assessment of the value of the business.

The IFRS result is the approach required for statutory reporting purposes. The standards require that profits are recognised in line with the provision of services and therefore broadly in line with the cash emergence from a contract. However, for long term business it seeks to spread some of the initial cash flows over the whole duration of the contract through the use of intangible assets and liabilities (known as DAC - Deferred Acquisition Costs, and DIR - Deferred Income). The method also recognises the value of certain future cash flows, particularly deferred tax.

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One point of note in the IFRS methodology is the requirement that the tax recognised in the accounts should include the tax incurred on behalf of policyholders in our UK life assurance company. Since the policyholder tax charge is unrelated to the performance of the business, management believes it is useful to provide additional disclosure of the profit before shareholder tax. This measure reflects the profit before tax adjusted for tax in respect of policyholders. We believe this method provides the most useful measure of IFRS operating performance in the period.

In arriving at the profit before shareholder tax, it is necessary to estimate the analysis of the total tax charge between that payable in respect of policyholders and that payable by shareholders. Shareholder tax is estimated by making an assessment of the effective rate of tax that is applicable to the shareholders, with the balance being treated as tax in respect of policyholders.

The embedded value result is particularly useful for investors seeking to assess the full value of the long-term emergence of shareholder cash returns, since it includes an asset in the valuation, reflecting the net present value of the expected future cash flows from the business currently in force. This type of presentation is also commonly referred to as a 'discounted cash flow' valuation. Our embedded value is based on the EEV principles, which were set out as an industry standard by the Chief Financial Officers (CFO) Forum in 2004.

Many of the future cash flows derive from fund charges, which change with movements in stock markets. Since the impact of these changes is unrelated to the performance of the business, management believes that the EEV operating profit (reflecting the EEV profit before tax adjusted to reflect only the expected investment performance and no change in economic basis) provides the most useful measure of performance in the period.

Finally, the cash result measure has been developed with the aim of assisting investors seeking to understand the post tax sources of cash emergence. It is based on IFRS, but removes non-cash items such as DAC, DIR and deferred tax. It is also adjusted to reflect a level of regulatory solvency constraint on profits emerging from regulated companies such as our insurance businesses in line with that required by UK regulators. The effect is to create a measure which more reflects the cash generated by the business.

Since the cash result can be impacted by timing variances and capitalised impacts of changes in solvency requirements, management believes it is also useful to present an underlying cash result excluding these effects, which the Board reviews in determining the proposed dividend payments to shareholders.

Neither of these cash result measures should be confused with the IFRS cash flow statement which is prepared in accordance with IAS 7 and disclosed on page 55.

Sections 1-3 below provide a commentary on the performance of the business on these bases, whilst Section 4 covers other matters of interest to shareholders.

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SECTION 1: INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

As noted above, the Board regard the IFRS profit before shareholder tax as the best measure of the IFRS operating performance for the year. It provides a measure of performance which recognises the emergence of profits in line with the provision of services, and is comparable with other businesses. The detailed IFRS result is shown on pages 52 to 73 and is summarised in the table below.

 
                                       6 Months        6 Months           12 Months 
                                          Ended           Ended               Ended 
                                   30 June 2014    30 June 2013    31 December 2013 
                                 --------------  --------------  ------------------ 
                                   GBP' Million    GBP' Million        GBP' Million 
 
 Profit before shareholder tax             82.4            90.1               190.7 
 
 Shareholder tax                         (16.3)            18.1               (0.4) 
                                 --------------  --------------  ------------------ 
 
 IFRS profit after tax                     66.1           108.2               190.3 
                                 ==============  ==============  ================== 
 
 

An analysis of the movement in the profit before shareholder tax and shareholder tax is provided below.

Profit before Shareholder Tax

The profit before shareholder tax for the six months was GBP82.4 million compared with GBP90.1 million.

The 2013 result benefitted from a one-off amount of GBP8.9 million, arising from a reinsurance treaty associated with the UK life company's closed book of Protection business. By contrast, the 2014 result has been negatively impacted by the phasing effect of a change in accounting requirements, leading to recognition of the full FSCS levy for the whole year in the period (see also Distribution business below).

A breakdown of the profit before shareholder tax by segment is provided in the following table:

 
                                       6 Months        6 Months           12 Months 
                                          Ended           Ended               Ended 
                                   30 June 2014    30 June 2013    31 December 2013 
                                 --------------  --------------  ------------------ 
                                   GBP' Million    GBP' Million        GBP' Million 
 
 Life business                             77.6            81.1               170.6 
 Unit Trust business                       29.4            25.3                53.9 
 Distribution business                    (8.8)           (2.1)               (6.1) 
 Other                                   (15.8)          (14.2)              (27.7) 
                                 --------------  --------------  ------------------ 
 
 Profit before shareholder tax             82.4            90.1               190.7 
                                 ==============  ==============  ================== 
 

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Life business

The Life business profit for the six months to 30 June 2014 was GBP77.6 million (30 June 2013: GBP81.1 million) which was 7.5% higher than the prior period after taking into account the one-off positive of GBP8.9 million resulting from the UK life company entering into a reinsurance agreement in the previous period. The increase mainly reflects higher income from funds under management.

Unit Trust business

The Unit Trust business profit for the six months was GBP29.4 million (30 June 2013: GBP25.3 million), up 16.2% over the same period last year. As above, the principal contributor to this rise in profit was the higher income from funds under management.

Distribution business

The impact of distribution activity is separately identified from 'Other' operations. St. James's Place is a vertically integrated firm, allowing it to benefit from the synergies of combined management of funds with distribution. Therefore, as well as the income generated on the funds under management, there is a further margin from the distribution activity. In any one period this result will depend upon the level of new business and expenses.

The 2014 half year result has been negatively impacted by a change in an accounting requirement (IFRS IC Interpretation 21 - Levies) which requires the FSCS levy to be recognised in full immediately rather than being phased evenly throughout the year. Consequently the 2014 first half year result reflects an expected full year FSCS levy of GBP6.9 million, whereas the 2013 half year result reflected a six month charge of just GBP2.4 million.

Other

Other operations made a negative contribution of GBP15.8 million (30 June 2013: loss of GBP14.2 million). Included within this figure is the GBP11.2 million (30 June 2013: GBP5.3 million) development costs related to our investment proposition, corporate initiatives, systems improvements and back-office infrastructure. It also includes GBP5.3 million (30 June 2013: GBP3.2 million) for the cost of expensing share options. The comparative figure included one-off costs in relation to the reduction in the Lloyds Banking Group ("LBG") shareholding on 11 March 2013 of GBP6.0 million.

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Shareholder Tax

The actual tax rate in each of the periods may be impacted by significant one-off items and events such as a change in corporation tax rate. Therefore, to assist shareholders, the table below provides a high level analysis of shareholder tax, and a more detailed analysis is included in Note 4 to the condensed half year financial statements.

 
                                       6 Months        6 Months           12 Months 
                                          Ended           Ended               Ended 
                                   30 June 2014    30 June 2013    31 December 2013 
                                 --------------  --------------  ------------------ 
                                   GBP' Million    GBP' Million        GBP' Million 
 
 Expected shareholder tax                (17.1)          (19.5)              (41.9) 
 Recognition of capital losses              0.8            38.4                27.9 
 Other tax adjustments                        -           (0.8)                 1.6 
 Corporation tax rate change                  -               -                12.0 
                                 --------------  --------------  ------------------ 
 
 Actual shareholder tax                  (16.3)            18.1               (0.4) 
                                 ==============  ==============  ================== 
 
 Expected shareholder tax rate            20.8%           21.6%               22.0% 
                                 --------------  --------------  ------------------ 
 
 Actual shareholder tax rate              19.8%         (20.1)%                0.2% 
                                 --------------  --------------  ------------------ 
 

The expected shareholder tax principally reflects the current UK corporation tax and overseas rates applicable and will vary from year to year depending upon the emergence of profit between the different tax regimes which apply to the St. James's Place Group companies. More detail is included in Note 4 to the condensed half year financial statements.

During the current and prior half year periods, there was no impact of corporation tax rate changes. However, in the prior period to 31 December 2013, corporation tax rate changes did impact on deferred tax which reduced the tax charge. This isn't reflected in the period to 30 June 2013 as the announced rate changes had not been enacted at that point.

Capital losses of GBP0.8 million have been recognised at 30 June 2014. In the prior half year period, recognition of the future effect of Group capital losses reduced the shareholder tax recognised in the period by GBP38.4 million (GBP27.4 million at 31 December 2013).

The overall impact of these effects is to increase the tax charge on an IFRS basis to GBP16.3 million at 30 June 2014 (30 June 2013 of GBP18.1 million credit; 31 December 2013 GBP0.4 million charge).

-16-

IFRS Profit after Tax

The following additional analysis of the IFRS profit after tax result identifies the different contributions from the business in-force at the start of the year, and the new business added during the period. It starts from the cash result, which can be found on pages 27 to 30.

 
 Six Months Ended 30 June 2014 
                                           Notes      In-Force           New         Total 
                                                                    Business 
                                                  ------------  ------------  ------------ 
                                                   GBP'Million   GBP'Million   GBP'Million 
 
 Cash result                                 1           100.2        (40.1)          60.1 
 
 Variance                                    1            14.7             -          14.7 
 
                                                         114.9        (40.1)          74.8 
 
 DIR amortisation                            2            53.9           0.9          54.8 
 DAC amortisation                            3          (41.6)         (0.9)        (42.5) 
 PVIF amortisation                           4           (1.3)             -         (1.3) 
 Deferred tax asset amortisation:            5 
 - unrelieved expenses                                  (10.2)             -        (10.2) 
 - capital losses                                        (4.2)             -         (4.2) 
 
 DIR on new business                         2               -        (19.4)        (19.4) 
 DAC on new business                         3               -          11.4          11.4 
 New deferred tax asset: 
 - unrelieved expenses                                     6.1             -           6.1 
 - capital losses                                          0.8             -           0.8 
 
 Share options                               6           (5.3)             -         (5.3) 
 Other IFRS impacts offsetting variance      7             1.1             -           1.1 
 
 
 IFRS profit after tax                                   114.2        (48.1)          66.1 
                                                  ============  ============  ============ 
 
 

-17-

 
 Six Months Ended 30 June 2013 
                                           Notes      In-Force           New         Total 
                                                                    Business 
                                                  ------------  ------------  ------------ 
                                                   GBP'Million   GBP'Million   GBP'Million 
 
 Cash result                                 1           107.6        (25.0)          82.6 
 
 Variance                                    1             2.6             -           2.6 
 
                                                         110.2        (25.0)          85.2 
 
 DIR amortisation                            2            56.9           2.9          59.8 
 DAC amortisation                            3          (50.3)         (2.9)        (53.2) 
 PVIF amortisation                           4           (1.2)             -         (1.2) 
 Deferred tax asset amortisation:            5 
 - unrelieved expenses                                  (10.2)             -        (10.2) 
 - capital losses                                            -             -             - 
 
 DIR on new business                         2               -        (26.1)        (26.1) 
 DAC on new business                         3               -          20.2          20.2 
 New deferred tax asset: 
 - unrelieved expenses                                     6.1             -           6.1 
 - capital losses                                         38.4             -          38.4 
 
 Share options                               6           (3.2)             -         (3.2) 
 Other IFRS impacts offsetting variance      7           (7.6)             -         (7.6) 
 
 
 IFRS profit after tax                                   139.1        (30.9)         108.2 
                                                  ============  ============  ============ 
 
 

-18-

 
 Twelve Months Ended 31 December 2013 
                                           Notes      In-Force           New         Total 
                                                                    Business 
                                                  ------------  ------------  ------------ 
                                                   GBP'Million   GBP'Million   GBP'Million 
 
 Cash result                                 1           221.1        (52.3)         168.8 
 
 Variance                                    1          (14.6)             -        (14.6) 
 
                                                         206.5        (52.3)         154.2 
 
 DIR amortisation                            2           113.7           1.8         115.5 
 DAC amortisation                            3          (91.5)         (1.8)        (93.3) 
 PVIF amortisation                           4           (2.5)             -         (2.5) 
 Deferred tax asset amortisation:            5 
 - unrelieved expenses                                  (20.3)             -        (20.3) 
 - capital losses                                            -             -             - 
 
 DIR on new business                         2               -        (48.9)        (48.9) 
 DAC on new business                         3               -          31.5          31.5 
 New deferred tax asset: 
 - unrelieved expenses                                    18.1             -          18.1 
 - capital losses                                         27.9             -          27.9 
 
 Share options                               6           (7.8)             -         (7.8) 
 Other IFRS impacts offsetting variance      7             3.9             -           3.9 
 
 Corporation tax rate change                 8            12.0             -          12.0 
 
 
 IFRS profit after tax                                   260.0        (69.7)         190.3 
                                                  ============  ============  ============ 
 
 

The IFRS profit after tax from the business in-force at the start of the year decreased to GBP114.2 million (30 June 2013: GBP139.1 million).

This reduction is primarily because of the establishment of a GBP38.4 million deferred tax asset in the prior period reflecting the value placed on capital losses within the Group. The prior period also benefitted from a new reinsurance treaty entered into by the UK life company. Ignoring these one-off impacts, there has been continued growth in the IFRS profit after tax from the in-force business.

The loss associated with the new business activities during the six months was GBP48.1 million (30 June 2013: GBP30.9 million) and should be viewed as an investment for future profits. The increase in the size of the investment compared to the previous period reflected increased expenses, particularly the FSCS levy and development expenses (see also Section 4).

Notes

   1.    These figures are explained in the analysis of the post-tax cash result in Section 3. 

2. DIR: IFRS requires any initial profit from a long-term product which arises on new business (either through an initial charge or early withdrawal charge) to be deferred at the outset and then amortised over the life of the associated product or the early withdrawal period. This required treatment gives rise to two adjustments to arrive at the IFRS result.

(a) The amortisation of the opening deferred income reserve, which increases profit for the period, was GBP53.9 million (30 June 2013: GBP56.9 million) in the first six months. The release in a particular year will depend upon the value of DIR at the start of the year and the remaining life of the policies to which the DIR relates or the remaining surrender penalty period. The expected release for the full year is GBP107.9 million.

-19-

(b) The deferral of the initial profit associated with new business sales in the period, which in the first six months reduced the IFRS result by GBP19.4 million (30 June 2013: GBP26.1 million).

The introduction at the start of 2013 of the new regulatory rules on adviser charges changed the nature of a number of cash flows. In particular, that part of the initial profit which was used to meet the adviser charges (including Partner remuneration), is no longer a cash flow associated with the long term business, but is instead a direct client payment for advice. However, a proportion of the business issued at the start of 2013 was advised on before that date and was therefore accounted for under the old method. If all the new business in the first half of 2013 had been advised on after the start of the new rules, we estimate that the DIR on new business in the first half of 2013 would have been cGBP21 million.

3. DAC: Specific new business acquisition expenses associated with a long-term product are required to be deferred in the year they arise and then amortised in future years over the life of the policies to which the costs relate. This treatment of these acquisition expenses gives rise to two adjustments to arrive at the IFRS result.

(a) The amortisation of the opening DAC, which reduces profit for the period, was GBP41.6 million in the first six months of the year (30 June 2013: GBP50.3 million, which included an additional charge of GBP7.7 million associated with the impairment of the protection business following the reassurance treaty entered into). The charge in a particular period will depend upon the value of the DAC at the start of the year and the remaining life of the policies to which the DAC relates. The expected charge for the full year is now GBP82.3 million.

(b) The deferral of the specific acquisition costs, which were incurred in the first six months of the year, increased IFRS profits by GBP11.4 million (30 June 2013: GBP20.2 million). The deferral of expenses in any particular year will be dependent upon the level of the acquisition costs which themselves will be determined by the level of new business.

As described in note 2 above, the adoption of the new regulatory rules on adviser charging at the start of 2013 changed the nature of a number of cash flows. In particular, the adviser charge (including Partner remuneration) is no longer regarded as an expense associated with the long term business but is rather a direct client payment for advice. Consequently, in respect of the adviser charge there is no expense to defer. However, the 2013 charge included some business that was issued in 2013 but advised on before that date and therefore was accounted for under the old method. If all the new business in the first half of 2013 had been advised on after the start of the new rules we estimate the DAC on new business in the first half would have been cGBP13 million.

4. PVIF: The IFRS balance sheet includes an asset representing purchased value of in-force ("PVIF") business. This asset is amortised over the remaining life of the policies associated with this asset. The amortisation charge for the first six months was GBP1.3 million (30 June 2013: GBP1.2 million). The charge for the full year is expected to be GBP2.6 million.

5. Deferred tax asset amortisation: IFRS requires that an asset is established for any future tax benefits that are expected to emerge. The asset is then amortised as the benefits emerge in the cash result. Analysis of all the deferred tax assets (DTAs) is set out in Note 10 to the condensed half year financial statements. Since the DIR is presented net of tax in this analysis, the two most significant tax assets are:

- Unrelieved expenses - arising from treatment of adviser remuneration on pre-RDR life business in the Life tax computation. The amortisation in the year is expected to be GBP20.3 million; and

- Capital losses - arising from capital losses in other Group companies. The amortisation in any year depends on the tax outcome of the UK life company, which is market dependent, however we currently anticipate that the losses could be fully amortised within 6-7 years.

6. Share options: this figure is the notional cost that is associated with the various share option schemes.

-20-

7. Other IFRS impacts offsetting variances: In our cash result we identify a number of variances which are either timing impacts or result from external factors. Most of these effects are reversed through adjustments in the IFRS methodology, which leads to a less volatile IFRS result. We expect that this item will therefore normally be small in future years.

8. Corporation tax rate change: the above adjustments are all shown net of deferred tax rates prevailing at the end of each reporting period. In the 2013 Budget, reductions in the Corporation tax rate were announced, which were substantively enacted by the time of the year end reporting for 2013. There was no impact on the comparative half year figures or the current half year period.

Whilst the Board considers the profit before shareholder tax is the best measure of the performance of the business, the total IFRS result is presented, grossed up for the inclusion of tax incurred on behalf of policyholders, in the table below:

IFRS profit before tax

 
                                       6 Months        6 Months           12 Months 
                                          Ended           Ended               Ended 
                                   30 June 2014    30 June 2013    31 December 2013 
                                 --------------  --------------  ------------------ 
                                   GBP' Million    GBP' Million        GBP' Million 
 
 IFRS profit before tax                   110.4           249.5               461.2 
 
 Policyholder tax                        (28.0)         (159.4)             (270.5) 
                                 --------------  --------------  ------------------ 
 
 Profit before shareholder tax             82.4            90.1               190.7 
 
 Shareholder tax                         (16.3)            18.1               (0.4) 
                                 --------------  --------------  ------------------ 
 
 IFRS profit after tax                     66.1           108.2               190.3 
                                 ==============  ==============  ================== 
 
 

In 2014, the IFRS profit before tax for the six months was GBP110.4 million (30 June 2013: GBP249.5 million) with the principal contribution to the change being the decrease in the amount of policyholder tax from GBP159.4 million in 2013 to GBP28.0 million in 2014.

Analysis of IFRS Assets and Net Assets per Share

The table below provides a summarised breakdown of the IFRS position at the reporting dates:

 
                                      6 Months        6 Months           12 Months 
                                         Ended           Ended               Ended 
                                  30 June 2014    30 June 2013    31 December 2013 
                                --------------  --------------  ------------------ 
                                  GBP' Million    GBP' Million        GBP' Million 
 
 Purchased value of in-force*             30.7            32.0                32.0 
 Deferred acquisition costs*             690.8           727.1               720.8 
 Deferred income*                      (432.2)         (488.3)             (466.7) 
 Other IFRS net assets                   122.5           118.1               112.4 
 Solvency net assets                     515.4           462.7               507.6 
                                --------------  --------------  ------------------ 
 
 Total IFRS net assets                   927.2           851.6               906.1 
                                ==============  ==============  ================== 
 

* net of deferred tax

 
                                   6 Months        6 Months           12 Months 
                                      Ended           Ended               Ended 
                               30 June 2014    30 June 2013    31 December 2013 
                             --------------  --------------  ------------------ 
                                      Pence           Pence               Pence 
 
 Net asset value per share            178.8           165.8               175.9 
                             ==============  ==============  ================== 
 

-21-

SECTION 2: EUROPEAN EMBEDDED VALUE (EEV)

Life business and wealth management business differ from most other businesses, in that the expected shareholder income from the sale of a product emerges over a long period in the future. We therefore complement the IFRS result by providing additional disclosure on an EEV basis. The EEV result brings into account the net present value of the expected future cash flows and we believe this measure is useful to investors when assessing the total economic value of the Group's operating performance.

The table below and accompanying notes summarise the profit before tax of the combined business. The detailed result is shown on pages 41 to 49.

 
                                     6 Months        6 Months           12 Months 
                                        Ended           Ended               Ended 
                                 30 June 2014    30 June 2013    31 December 2013 
                               --------------  --------------  ------------------ 
                                 GBP' Million    GBP' Million        GBP' Million 
 
 Life business                          191.7           184.2               365.7 
 Unit Trust business                     93.6            65.7               130.8 
 Distribution business                  (8.8)           (2.1)               (6.1) 
 Other                                 (15.8)          (14.2)              (27.7) 
                               --------------  --------------  ------------------ 
 
 EEV operating profit                   260.7           233.6               462.7 
 
 Investment return variance              13.0           209.5               344.2 
 Economic assumption changes            (3.1)             1.5                10.6 
                               --------------  --------------  ------------------ 
 
 EEV profit before tax                  270.6           444.6               817.5 
 
 Tax                                   (53.1)          (88.0)             (161.9) 
 Corporation tax rate change                -            18.9                18.9 
                               --------------  --------------  ------------------ 
 
 EEV profit after tax                   217.5           375.5               674.5 
                               ==============  ==============  ================== 
 

Total EEV operating profit for the first six months of the year, at GBP260.7 million, was 11.6% higher than the comparable 2013 result of GBP233.6 million.

The prior period result included a positive contribution of GBP32.0 million as a result of value placed on capital losses within the Group. Ignoring this item, the operating profit would have increased by 29.3%. Furthermore, as noted earlier in the IFRS section, the change in the recognition of the FSCS levy has also impacted the 2014 result.

-22-

EEV Operating Profit

Life Business

The life business operating profit has increased to GBP191.7 million (30 June 2013: GBP184.2 million) and a full analysis of the result is shown below:

 
                                            6 Months        6 Months           12 Months 
                                               Ended           Ended               Ended 
                                        30 June 2014    30 June 2013    31 December 2013 
                                      --------------  --------------  ------------------ 
                                        GBP' Million    GBP' Million        GBP' Million 
 
 New business contribution                     108.6            97.6               213.6 
 
 Profit from existing business 
 - unwind of the discount rate                  72.6            45.0                89.4 
 - experience variance                           7.4            40.1                53.9 
 - operating assumption change                     -               -                 4.6 
 
 Investment income                               3.1             1.5                 4.2 
                                      --------------  --------------  ------------------ 
 
 Life business EEV operating profit            191.7           184.2               365.7 
                                      ==============  ==============  ================== 
 

The new business contribution for the six months at GBP108.6 million (30 June 2013: GBP97.6 million) was some 11% higher than the prior year reflecting the growth in new business.

The unwind of the discount rate for the six months was GBP72.6 million (30 June 2013: GBP45.0 million). The unwind is, as usual, calculated based on the opening discount rate.

The experience variance in the six month period was a positive GBP7.4 million (30 June 2013: GBP40.1 million positive variance) largely as a result of the continued strong retention of client funds which contributed a further positive variance of GBP19.5 million, partially offset by development expenses, with the balance made up by a number of smaller positive and negative variances. In the prior period, a significant contributor to the positive variance was a GBP32.0 million pre-tax value placed on capital losses within the Group.

There was no change made to the operating assumptions (30 June 2013: GBPnil).

Theinvestment income for the six months was higher at GBP3.1 million (30 June 2013: GBP1.5 million), reflecting the increasing level of underlying assets.

-23-

Unit Trust business

The unit trust operating profit was GBP93.6 million (30 June 2013: GBP65.7 million) and a full analysis of the result is shown in the following table:

 
                                                  6 Months        6 Months           12 Months 
                                                     Ended           Ended               Ended 
                                              30 June 2014    30 June 2013    31 December 2013 
                                            --------------  --------------  ------------------ 
                                              GBP' Million    GBP' Million        GBP' Million 
 
 New business contribution                            72.7            54.8               113.6 
 
 Profit from existing business 
 - unwind of the discount rate                        19.0            11.5                22.7 
 - experience variance                                 1.6           (0.8)               (6.5) 
 - operating assumption change                           -               -                   - 
 
 Investment income                                     0.3             0.2                 1.0 
                                            --------------  --------------  ------------------ 
 
 
 Unit Trust business EEV operating profit             93.6            65.7               130.8 
                                            ==============  ==============  ================== 
 

New business contribution at GBP72.7 million (30 June 2013: GBP54.8 million) was 32.7% higher than the prior period as a result of the new business growth.

The unwind of the discount rate was GBP19.0 million (30 June 2013: GBP11.5 million). The unwind is, as usual, calculated based on the opening discount rate.

There was a small positive experience variance of GBP1.6 million (30 June 2013: GBP0.8 million negative) which is accounted for by a number of small positive and negative items in each year.

There was no change made to the operating assumptions (30 June 2013: GBPnil).

Distribution business and Other

The results from Distribution and Other operations have already been commented on in the IFRS section.

Investment Return Variance

The investment return variance reflects the capitalised impact on the future annual management fees resulting from the difference between the actual and assumed investment returns. Given the size of our funds under management, a small difference between the actual and assumed investment return can result in a large positive or negative variance.

The investment return on our funds has marginally exceeded the assumed investment return, resulting in a small positive investment return variance of GBP13.0 million for the period.

In the comparative period there was a large positive investment variance of GBP209.5 million, reflecting the strong stock market growth in that period.

-24-

Economic Assumption Changes

There was a small negative variance of GBP3.1 million arising from changes in the economic basis adopted at the period end (30 June 2013: GBP1.5 million positive).

EEV Profit before Tax

The total profit before tax for the six months at GBP270.6 million was less than the prior period (30 June 2013) figure of GBP444.6 million, with the growth in new business contribution offset by the lower investment return variance.

Tax

The tax charge at GBP53.1 million (30 June 2013: GBP88.0 million) was lower than 2013 reflecting the lower profit before tax.

EEV Profit after Tax

The EEV profit after tax was GBP217.5 million (30 June 2013: GBP375.5 million). The principal reason for the variation is the change in investment return variance.

-25-

New Business Margin

The largest single element of the EEV operating profit (analysed in the previous section) is the new business contribution. The level of new business contribution generally moves in line with new business levels. To demonstrate this link and aid understanding of the results we provide additional analysis of the new business margin ('Margin'). This is calculated as the new business contribution divided by a relevant new business measure, and is expressed as a percentage.

The table below presents margin of our own manufactured business based on each of the two main measures of new business performance used by the insurance sector:

-- Annual Premium Equivalent (APE) - calculated as the sum of regular premiums plus 1/10(th) single premiums and also including APE from non-manufactured business

-- Present Value of New Business Premium (PVNBP) - calculated as single premiums plus the present value of expected premiums from regular premium business, allowing for lapses and other EEV assumptions, but excluding non-manufactured business

 
                                           6 Months        6 Months           12 Months 
                                              Ended           Ended               Ended 
                                       30 June 2014    30 June 2013    31 December 2013 
                                     --------------  --------------  ------------------ 
 Life business 
 New business contribution (GBP'M)            108.6            97.6               213.6 
 
 APE (GBP'M)                                  284.7           253.9               532.9 
 Margin (%)                                    38.1            38.4                40.1 
 
 PVNBP (GBP'M)                              2,543.5         2,270.0             4,758.0 
 Margin (%)                                     4.3             4.3                 4.5 
                                     --------------  --------------  ------------------ 
 
 Unit Trust business 
 New business contribution (GBP'M)             72.7            54.8               113.6 
 
 APE (GBP'M)                                  163.2           120.0               230.0 
 Margin (%)                                    44.5            45.7                49.4 
 
 PVNBP (GBP'M)                              1,632.5         1,200.1             2,300.2 
 Margin (%)                                     4.5             4.6                 4.9 
                                     --------------  --------------  ------------------ 
 
 Total business 
 New business contribution (GBP'M)            181.3           152.4               327.2 
 
 APE (GBP'M)                                  447.9           373.9               762.9 
 Margin (%)                                    40.5            40.8                42.9 
 
 PVNBP (GBP'M)                              4,176.0         3,470.1             7,058.2 
 Margin (%)                                     4.3             4.4                 4.6 
                                     --------------  --------------  ------------------ 
 

The Life business margin is basically unchanged at 4.3% on a PVNBP basis and 38.1% (compared to 38.4% for the prior period) on the APE basis. The Unit Trust margin has reduced slightly from 4.6% to 4.5% on a PVNBP basis and from 45.7% to 44.5% on an APE basis. This reflects a minor variance in the underlying business mix.

As a result, the combined margin was marginally lower both on an APE basis and on a PVNBP basis, reflecting the underlying stability of the product pricing.

-26-

Analysis of the European Embedded Value and Net Assets per Share

The table below provides a summarised breakdown of the embedded value position at the reporting dates:

 
                              6 Months        6 Months           12 Months 
                                 Ended           Ended               Ended 
                          30 June 2014    30 June 2013    31 December 2013 
                        --------------  --------------  ------------------ 
                          GBP' Million    GBP' Million        GBP' Million 
 
 Value of in-force 
 - Life                        2,063.8         1,776.2             1,950.2 
 - Unit Trust                    557.4           453.8               506.3 
 Solvency net assets             515.4           462.7               507.6 
                        --------------  --------------  ------------------ 
 
 Total embedded value          3,136.6         2,692.7             2,964.1 
                        ==============  ==============  ================== 
 
 
                                   6 Months        6 Months           12 Months 
                                      Ended           Ended               Ended 
                               30 June 2014    30 June 2013    31 December 2013 
                             --------------  --------------  ------------------ 
                                      Pence           Pence               Pence 
 
 Net asset value per share            604.9           524.1               575.3 
                             ==============  ==============  ================== 
 

-27-

SECTION 3: CASH RESULT AND CAPITAL

In addition to presenting the financial performance on the IFRS and EEV basis, we also provide an analysis of the post tax sources of cash emergence in the year which we refer to as the cash result. The cash result is based on the IFRS result, but removes non-cash items such as DAC, DIR and deferred tax. It is also adjusted to reflect a level of regulatory solvency constraint on profits emerging from regulated companies such as our insurance businesses in line with that required by UK regulators. The effect is to create a measure which more reflects the cash generated by the business.

Since the cash result can be impacted by timing variances and capitalised impacts of changes in solvency requirements, management believes it is also useful to present an underlying cash result excluding these effects, which the Board reviews in determining the proposed dividend payments to shareholders.

 
                                    6 Months        6 Months           12 Months 
                                       Ended           Ended               Ended 
                                30 June 2014    30 June 2013    31 December 2013 
                              --------------  --------------  ------------------ 
                                GBP' Million    GBP' Million        GBP' Million 
 
 Underlying cash result                 78.5            66.9               139.9 
 Reinsurance transaction                   -            18.3                18.3 
 Back-office infrastructure            (3.7)               -               (4.0) 
 Variance                             (14.7)           (2.6)                14.6 
                              --------------  --------------  ------------------ 
 
 Cash result                            60.1            82.6               168.8 
                              ==============  ==============  ================== 
 

During the first six months of the year, the underlying cash result was GBP78.5 million (30 June 2013: GBP66.9 million) up 17.3%. This strong growth was driven by increased net income from funds under management. However, the current year has been negatively impacted by the recognition of the full year expected FSCS levy of GBP5.3 million post tax whilst the 2013 half year result reflects a six month charge of just GBP1.9 million post tax.

The overall reduction in the total cash results reflects the positive GBP18.3 million impact in 2013 of the reinsurance treaty entered into by the UK life company and the 2014 impacts of investment in the business through the back-office infrastructure programme, together with a number of tax variances, which are reversing positive variances reported in prior periods.

The impact of these one-off impacts is to reduce the overall cash result in the period to GBP60.1 million (30 June 2013: GBP82.6 million).

-28-

The cash result is a combination of the cash emerging from the business in force at the start of the year less the cash flows associated with the new business activity during the period. The tables and commentary below provide an analysis of the cash result, identifying the different contributions from the business in-force at the start of the year, and the new business activity during the period.

 
 Six Months Ended 30 June 2014 
                                             Note      In-Force   New Business         Total 
                                          -------  ------------  -------------  ------------ 
                                                    GBP'Million    GBP'Million   GBP'Million 
 
 Net annual management fee                   1            172.7            7.6         180.3 
 Unwind of early withdrawal charge           2           (62.5)          (4.3)        (66.8) 
                                                   ------------  -------------  ------------ 
 Net income from funds under management                   110.2            3.3         113.5 
 
 Margin arising from new business            3                -           18.1          18.1 
 Establishment expenses                      4            (5.0)         (44.5)        (49.5) 
 Development expenses                        5                -          (6.4)         (6.4) 
 Regulatory fees                             6            (0.8)          (1.6)         (2.4) 
 FSCS levy                                   7                -          (5.3)         (5.3) 
 Shareholder interest                        8              3.9              -           3.9 
 Miscellaneous                               9              6.6              -           6.6 
                                                   ------------  -------------  ------------ 
 Underlying cash result                                   114.9         (36.4)          78.5 
 
 Back office infrastructure                                   -          (3.7)         (3.7) 
 Variance                                    11          (14.7)              -        (14.7) 
                                                   ------------  -------------  ------------ 
 
 Post-tax cash result                                     100.2         (40.1)          60.1 
                                                   ============  =============  ============ 
 
 
 
 Six Months Ended 30 June 2013 
                                             Note      In-Force   New Business         Total 
                                          -------  ------------  -------------  ------------ 
                                                    GBP'Million    GBP'Million   GBP'Million 
 
 Net annual management fee                   1            146.2            7.0         153.2 
 Unwind of early withdrawal charge           2           (53.5)          (4.1)        (57.6) 
                                                   ------------  -------------  ------------ 
 Net income from funds under management                    92.7            2.9          95.6 
 
 Margin arising from new business            3                -           18.5          18.5 
 Establishment expenses                      4            (4.3)         (38.6)        (42.9) 
 Development expenses                        5                -          (4.1)         (4.1) 
 Regulatory fees                             6            (0.4)          (1.8)         (2.2) 
 FSCS levy                                   7                -          (1.9)         (1.9) 
 Shareholder interest                        8              3.6              -           3.6 
 Miscellaneous                               9              0.3              -           0.3 
                                                   ------------  -------------  ------------ 
 Underlying cash result                                    91.9         (25.0)          66.9 
 
 Reinsurance transaction                     10            18.3              -          18.3 
 Variance                                    11           (2.6)              -         (2.6) 
                                                   ------------  -------------  ------------ 
 
 Post-tax cash result                                     107.6         (25.0)          82.6 
                                                   ============  =============  ============ 
 
 

-29-

Twelve Months Ended 31 December 2013

 
                                           Note      In-Force   New Business         Total 
                                          -----  ------------  -------------  ------------ 
                                                  GBP'Million    GBP'Million   GBP'Million 
 
 Net annual management fee                  1           290.5           27.0         317.5 
 Unwind of early withdrawal charge          2         (103.4)         (15.9)       (119.3) 
                                                 ------------  -------------  ------------ 
 Net income from funds under management                 187.1           11.1         198.2 
 
 Margin arising from new business           3               -           37.8          37.8 
 Establishment expenses                     4           (8.6)         (78.4)        (87.0) 
 Development expenses                       5               -         (10.8)        (10.8) 
 Regulatory fees                            6           (0.9)          (3.8)         (4.7) 
 FSCS levy                                  7               -          (4.2)         (4.2) 
 Shareholder interest                       8             7.4              -           7.4 
 Miscellaneous                              9             3.2              -           3.2 
                                                 ------------  -------------  ------------ 
 Underlying cash result                                 188.2         (48.3)         139.9 
 
 Reinsurance transaction                    10           18.3              -          18.3 
 Back office infrastructure                                 -          (4.0)         (4.0) 
 Variance                                   11           14.6              -          14.6 
                                                 ------------  -------------  ------------ 
 
 Post-tax cash result                                   221.1         (52.3)         168.8 
                                                 ============  =============  ============ 
 
 

Notes

Since all numbers are expressed after tax, they are impacted by the prevailing tax rate for each year.

1. The net annual management fee: This is the manufacturing margin the Group retains from the funds under management after payment of the associated costs (e.g. investment advisory fees and Partner remuneration).

The level of net annual management fee was some 17% higher than the same period in 2013, reflecting the higher daily funds under management in the first six months of 2014.

The average rate of net annual management fee depends on the mix of business and as can be seen from comparing the net annual management fee with the average funds under management during the period, the Group is currently earning a blended rate of around 0.77% p.a. post-tax.

2. Unwind of early withdrawal charge: This relates to the reserving methodology applied to the withdrawal charge within the structure of the single premium life and pensions business. At the outset of the product we establish a liability net of the outstanding withdrawal charge which would apply if the policy were to be encashed.

As the withdrawal charge reduces to zero, so the liability to the policyholder is enhanced by increasing their funds by 1% per annum over the first six years of the product life. In other words there is a cost which offsets the annual management fee above. This is known as the 'unwind' of the withdrawal charge.

Like the net annual management fee, the unwind of the withdrawal charge has increased due to growth in funds under management. However, the increase is adjusted by the fact that the funds under management added six years ago have completed the withdrawal charge period.

3. Margin arising from new business: This is the cash impact of new business in the year reflecting growth in new business and also production related expenses.

-30-

4. Establishment expenses: These are the expenses of running the Group's infrastructure as shown in the table on page 36. In line with the rest of this table they are presented after allowance for tax.

The post-tax figure in this analysis has increased at a slightly higher rate than shown on the aforementioned table due to the impact of differing tax rates between the two reporting periods.

5. Development expenses: These represent the sum of the other expenditure noted in the table on page 36 (e.g. developments, the cost of regulatory change and academy). The impact on the cash result in the period was GBP6.4 million (30 June 2013: GBP4.1 million).

   6.    Regulatory fees:  This relates to the fees payable to the Regulatory bodies. 

7. FSCS levy: This relates to the charge levied by the FSCS for the current year. Due to a change in the recognition requirement of the FSCS levy, the full annual charge has been recognised at 30 June 2014, compared with the prior year when the levy was phased evenly over the year.

8. Shareholder interest arising from regulated and non-regulated business: This is the assumed income accruing on the investments and cash held for regulatory purposes together with the interest received on the surplus capital held by the Group.

The small increase in interest received reflects the increased level of assets invested.

9. Miscellaneous: This represents the cash flow of the business not covered in any of the other categories.

An important element is the impact of structural timing differences in the life company tax computation. As a consequence of the loss of tax relief on advice costs (commented on in the previous accounts) this item reflects the benefit of the unwind of the outstanding tax relief on historic advice costs. There was a positive impact of GBP4.1 million in the period, although it is expected this will reduce over the next 6 years.

The item also reflects the positive impact of utilisation of the Group capital losses, which contributed a positive impact of GBP4.2 million during the period. The level of benefit in any period depends on the UK insurance company tax position, but it is expected that the outstanding capital losses could be utilised in the next 6-7 years.

10. Reinsurance transaction: During the prior period a reinsurance treaty was entered into by the UK life company which reinsured the company's remaining insurance and persistency risk of its closed book of Protection business. As a result of the transaction there was a one-off impact on the cash result of GBP18.3 million, reflecting the release of the associated prudent solvency reserves together with the realisation of the capitalised value of expected future margins.

11. Variance: This reflects variances in the cash result in a year due to the impact of actual experience (including economic assumptions changes and investment performance) on insurance reserves, as well as variances in the settlement of tax related liabilities between the policyholders (unit-linked funds), the shareholder and HMRC.

The overall variance was small in the prior period, but in 2014 there has been a significant unwind of prior year positive tax-related variances, which accounts for most of the GBP14.7 million impact.

-31-

Return on In-force Business

As shown in the tables above, the return on the in-force business is mainly driven by the level of the annual management fees, the unwind of the early withdrawal charge, and the level of expenses.

The vast majority of the return relates to the net income from funds under management (annual management fees less the unwind of the early withdrawal charge). Funds under management have been increasing and as they continue to develop, the future net income should also increase correspondingly.

In addition, a proportion of the new business has an early withdrawal charge which unwinds during the first six years and, consequently, this business does not make a meaningful contribution to the cash result until year seven. The table below provides an estimated breakdown of the single investment business over the last six years where these early withdrawal charges apply. These investments are not yet generating income within the cash result.

 
 Year         With early withdrawal 
                             charge 
             ---------------------- 
                       GBP' Billion 
 
 2008                           0.7 
 2009                           1.6 
 2010                           2.1 
 2011                           2.2 
 2012                           2.4 
 2013                           3.5 
 2014 Half 
  Year                          1.7 
             ---------------------- 
 
 Total                        14.2* 
             ====================== 
 

This GBP14.2 billion* not yet contributing to the cash result represents some 30% of the total funds under management at 30 June 2014. The potential for cash generation from this business will depend upon the retention of clients and the value of the client funds; however for illustration purposes, if all the business reached the end of the early withdrawal charge period then the annual post-tax cash result (based on 0.77% post-tax earnings from funds under management) would be some GBP109 million higher*.

*ignores stock market movements and outflows since the date of original client investment

The Board therefore expects the cash earnings from the in-force business to increase as funds under management grow and the business matures.

-32-

Return on Investment in New Business

As noted in the table on page 28, GBP36.4 million (30 June 2013: GBP25.0 million) of the cash arising from the in-force business has been re-invested in acquiring the new business during the year

This investment in new business will generate income in the future that should significantly exceed the cost of investment and therefore provide positive returns for shareholders. The table below provides details of the new business added during the reporting periods and different measures of assessing the value from the new business activity.

 
                                                                          6 Months        6 Months           12 Months 
                                                                             Ended           Ended               Ended 
                                                                      30 June 2014    30 June 2013    31 December 2013 
                                                                    --------------  --------------  ------------------ 
 
 Post-tax investment in new business (GBP'Million)                          (36.4)          (25.0)              (48.3) 
 
 Post-tax present value of expected future cash returns 
  (GBP'Million)                                                              181.7           146.7               314.1 
 
 Post-tax present value of expected profit from investment 
  (GBP'Million)                                                              145.0           121.7               261.8 
 
 Gross inflow of funds under management (GBP'Billion)                          3.8             3.3                 6.8 
 
 Investment as % of gross inflow*                                             1.0%            0.8%                0.8% 
 
 New business margin (% of APE)                                              40.5%           40.8%               42.9% 
 
 Cash payback period (years)                                                     4               4                   4 
 
 Internal rate of return (net of tax)                                        28.3%           28.3%               28.4% 
 

* The investment as a percentage of net inflow of funds under management was 1.5% compared with 1.3% for the comparative period and 1.2% for the complete year.

The level of investment to acquire new business is not expected to increase significantly in future years, and therefore the proportion of the cash generated from the in-force business that will be available to pay dividends to shareholders is expected to continue expanding.

Capital Position

In addition to presenting an IFRS balance sheet (on page 54) and an EEV balance sheet (on page 43) we believe it is beneficial to provide a balance sheet using the approach underlying our cash result. This is because the cash result is adjusted for non-cash items such as DAC, DIR and deferred tax. The Board therefore considers this cash result balance sheet provides the best indication of the free capital of the Group which could be available to pay dividends.

The following table analyses the differences between the IFRS balance sheet and the cash result balance sheet. These adjustments include netting out assets and liabilities of the policyholder interest in unit-linked funds, and removal of a number of significant 'non-cash' adjustments (in particular DAC, DIR and deferred tax).

-33-

30 June 2014

 
                             IFRS                                                 Cash   30 June 2013      31 December 
                    Balance Sheet     Adjustment(1)     Adjustment(2)    Balance Sheet                            2013 
----------------  ---------------  ----------------  ----------------  ---------------  -------------  --------------- 
                      GBP'Million       GBP'Million       GBP'Million      GBP'Million    GBP'Million      GBP'Million 
 Assets 
 Deferred 
  acquisition 
  costs                     849.9                 -           (849.9)                -              -                - 
 Acquired value 
  of in-force 
  business                   38.4                 -            (38.4)                -              -                - 
 Developments                 7.3                 -                 -              7.3           11.2              8.7 
 Goodwill                    10.1                 -                 -             10.1              -                - 
 Property and 
  equipment                   6.6                 -                 -              6.6            4.0              5.8 
 Deferred tax 
  assets                    170.5                 -           (170.5)                -              -                - 
 Investment 
  property                  848.5           (848.5)                 -                -              -                - 
 Equities                31,671.9        (31,671.9)                 -                -              -                - 
 Fixed income 
  securities              6,066.7         (5,997.4)                 -             69.3           83.2             67.7 
 Investment in 
  CIS                     3,295.0         (2,794.4)                 -            500.6          404.1            522.3 
 Derivative 
  financial 
  instruments               125.6           (125.6)                 -                -              -                - 
 Reinsurance 
  assets                     75.6                 -                 -             75.6           70.9             64.2 
 Insurance & 
  investment 
  contract 
  receivables                53.3                 -                 -             53.3           53.9             49.9 
 Income tax                     -                 -                 -                -              -                - 
 assets 
 Other 
  receivables               706.8           (420.3)             (6.3)            280.2          231.7            226.0 
 Cash & cash 
  equivalents             4,799.4         (4,527.9)                 -            271.5          216.8            197.1 
                  ---------------  ----------------  ----------------  ---------------  -------------  --------------- 
 Total assets            48,725.6        (46,386.0)         (1,065.1)          1,274.5        1,075.8          1,141.7 
                  ---------------  ----------------  ----------------  ---------------  -------------  --------------- 
 
 Liabilities 
 Insurance 
  contract 
  liabilities               485.0           (402.9)               9.5             91.6           85.8             79.3 
 Other 
  provisions                  9.7                 -                 -              9.7            9.6              9.7 
 Investment 
  contracts              35,812.9        (35,777.9)                 -             35.0           42.6              6.6 
 Borrowings                  96.6                 -                 -             96.6           80.3             98.7 
 Derivative 
  financial 
  instruments                69.2            (69.2)                 -                -              -                - 
 Deferred tax 
  liabilities               462.3            (69.2)           (188.4)            204.7          174.2            246.6 
 Insurance & 
  investment 
  contract 
  payables                   34.7                 -                 -             34.7           48.4             38.1 
 Deferred income            500.4                 -           (500.4)                -              -                - 
 Income tax 
  liabilities                53.8                 -                 -             53.8           16.8              4.9 
 Other payables             675.7           (468.8)                 -            206.9          139.2            125.0 
 NAV 
  attributable 
  to unit 
  holders                 9,598.0         (9,598.0)                 -                -              -                - 
 Preference 
  shares                      0.1                 -                 -              0.1            0.1              0.1 
                  ---------------  ----------------  ----------------  ---------------  -------------  --------------- 
 Total 
  liabilities            47,798.4        (46,386.0)           (679.3)            733.1          597.0            609.0 
                  ---------------  ----------------  ----------------  ---------------  -------------  --------------- 
 
 Net assets                 927.2                 -           (385.8)            541.4          478.8            532.7 
                  ===============  ================  ================  ===============  =============  =============== 
 
 

(1) Nets out the policyholder interest in unit-linked assets and liabilities.

(2) Removal of IFRS non-cash adjustments.

-34-

The movement in the cash result net assets is equal to the cash result adjusted for dividends paid in the year and other changes in equity excluding the cost of share options (see page 53 - Condensed Consolidated Statement of Changes in Equity).

The table above provides an analysis of the differences between the IFRS balance sheet and the cash result balance sheet. As in previous years, we also provide an analysis of the Solvency position. The key difference between the cash result net assets (above) and the Solvency net assets is an amount of additional reserves arising from the Irish solvency regulations. These reserves include additional prudential reserves over that required by the UK regulator. As a result, the Solvency position is GBP515.4 million, which is GBP26.0 million lower than the cash result net assets of GBP541.4 million (30 June 2013: GBP462.7 million and GBP478.8 million, respectively).

The Solvency position can be further analysed between regulated and non-regulated entities, and can be assessed against the solvency capital requirement as noted in the table below:

 
                                Life         Other          Non- 
                           Regulated     Regulated     Regulated         Total 
                        ------------  ------------  ------------  ------------ 
                         GBP'Million   GBP'Million   GBP'Million   GBP'Million 
 Solvency position 
 Solvency net assets           233.6          48.1         233.7         515.4 
                        ------------  ------------  ------------  ------------ 
 Solvency requirement           48.8          16.5 
                        ------------  ------------ 
 Solvency ratio                 479%          292% 
                        ------------  ------------ 
 
 

Comparison with previous valuations would show that the Group solvency position remains resilient, reflecting the Group's low appetite for market, credit and liquidity risk in relation to solvency.

A further measure of solvency for an insurance group is the IGD surplus. This is calculated by considering the level of net assets in the Group (outside the Life insurance companies) that could be available to support the solvency of the insurance company (and other regulated entities). It therefore represents additional solvency cover over the GBP233.6 million Life company solvency assets identified in the table above. At 31 December 2013 the IGD surplus was calculated as GBP260 million.

Finally, included within the 'other' capital resources is an implied reserve that is being built up to cover one year's dividend cost. At 30 June 2014 the amount set aside to date was GBP80 million.

-35-

Analysis of Liquid Assets

The Group continues to be capitalised well in excess of regulatory solvency requirements with over 70% of cash result and solvency assets invested prudently in cash, AAA rated money market funds and UK government securities. Other assets (principally other receivables) are less liquid. An analysis of the liquid asset holdings is provided below.

 
 Holding Name                    GBP'Million   GBP'Million 
 
 UK government gilts 
 5% UK Treasury 07/09/2014               7.4 
 2.75% UK Treasury 22/01/2015            9.6 
 5.8% UK Treasury 26/07/2016            11.9 
 2.5% UK Treasury Index 
  Linked 17/07/2024                     17.8 
 2% UK Treasury Index Linked 
  26/01/2035                            22.6          69.3 
                                ------------ 
 
 AAA rated money market 
  funds 
 BlackRock                             125.2 
 HSBC                                   80.8 
 Insight                                83.8 
 Legal & General                        74.3 
 Scottish Widows                        57.5 
 JP Morgan                              74.0 
 Santander                               5.0         500.6 
                                ------------ 
 
 Bank balances 
 UK banks*                             269.6 
 Others                                  1.9         271.5 
                                ------------ 
 
 
                                                     841.4 
                                              ============ 
 
 

* HSBC, Barclays, Lloyds, Bank of Scotland, RBS, Santander, NatWest and Metro Bank

Solvency II

National Regulators are required to implement the Solvency II regulations on 1 January 2016 and the European Parliament is working hard to finalise the rules and guidance.

Whilst we do not yet have all the final rules and guidance, given the unit linked nature of our business, with no exposure to options, guarantees or longevity risk, the Group will not be adversely impacted by the new requirements and indeed we expect to see a reduction in the capital currently required for solvency purposes.

Our project to develop reporting to meet the internal, regulatory and external requirements is progressing well and we are confident of being able to meet the new requirements in line with the regulators' timetable.

-36-

Share Options Maturity

At 30 June 2014, there were 6.1 million share options outstanding under the various share option schemes which, if exercised, will provide up to GBP17.2 million (30 June 2013: GBP22.6 million), of future capital for the Company.

The table below provides a breakdown by date and exercise price.

 
                                  Average        Number of 
                                 exercise    Share options      Potential 
   Earliest date of exercise        price      outstanding       Proceeds 
                               ----------  ---------------  ------------- 
                                      GBP          Million   GBP' Million 
 
 Prior to Jun 2014                   2.54              4.6           11.6 
 2015                                2.81              1.0            2.8 
 2015                                3.88              0.2            0.9 
 2016                                6.77              0.3            1.9 
                                                       6.1           17.2 
                                           ===============  ============= 
 

SECTION 4: OTHER MATTERS

The final section covers a number of additional areas that will be of interest to shareholders.

Expenses

The table below provides the usual breakdown of the expenditure (before tax) for the combined financial services activities.

 
                                                             6 Months        6 Months           12 Months 
                                                                Ended           Ended               Ended 
                                                 Note    30 June 2014    30 June 2013    31 December 2013 
                                              -------  --------------  --------------  ------------------ 
                                                          GBP'Million     GBP'Million         GBP'Million 
 Paid from policy margins 
 Partner remuneration                            1              215.9           177.7               407.1 
 Investment expenses                             1               58.7            49.5               101.8 
 Third party administration                      1               18.0            17.7                37.7 
                                                       --------------  --------------  ------------------ 
                                                                292.6           244.9               546.6 
 Direct expenses 
 Other new business related costs                2               40.9            32.4                69.0 
 Establishment costs                             3               63.5            54.7               113.4 
 Academy costs                                   4                1.8             1.3                 2.7 
 Other development costs                         5                6.5             3.9                 8.5 
 Back office infrastructure costs                6                4.7               -                 5.0 
 Regulatory fees                                 7                3.1             3.0                 6.1 
 FSCS levy                                       8                6.9             2.4                 5.5 
 Regulatory change costs                         9                  -             1.4                 3.1 
 Contribution from third party new business      10            (11.0)           (8.8)              (20.4) 
                                                       --------------  --------------  ------------------ 
                                                                116.4            90.3               192.9 
 
                                                                409.0           335.2               739.5 
                                                       ==============  ==============  ================== 
 

-37-

Notes

1. These costs are met from corresponding policy margins and any variation in them from changes in the volumes of new business or the level of the stock markets does not directly impact the profitability of the Company.

2. The other new business related costs, such as Partner incentivisation, vary with the level of new business. As new business rises or falls these costs will move in the corresponding direction.

3. Establishment costs are the running costs of the Group's infrastructure and are relatively fixed in nature. These costs are subject to inflationary increases and also will increase as the infrastructure expands to manage the higher number of existing clients, the growth in the number of advisers and business volumes.

The growth in establishment expenses during the period was higher than has ordinarily been the case due to the increased infrastructure added in 2013, as a consequence of the high level of adviser recruitment in that year, together with the costs associated with the higher business volumes.

We expect the current absolute run rate to continue in the second half of 2014, albeit the comparative growth rate will be somewhat lower.

4. The additional cost of the Academy during the period, at GBP1.8 million (2013: GBP1.3 million), reflects the increasing scale of the programme. As we will continue to increase the scale of the Academy with, for instance, a regional intake during the second half of the year, we anticipate full year costs of some GBP4.0 million.

5. Other development costs represent the expenditure associated with the on-going development in our investment proposition, corporate initiatives, technology improvements and other system developments. In the first six months the development costs were GBP6.5 million and we anticipate full year costs of some GBP15 million.

6. As previously announced, we have commenced an investment programme working with our key outsourced provider to enhance our 'back office' systems, to prepare us for continued growth and to achieve future efficiency savings.

In the first six months these costs were GBP4.7 million and we expect full year costs of some GBP10 million.

7. The regulatory costs represent the fees payable to the regulatory bodies, which at GBP3.1 million (30 June 2013: GBP3.0 million) were at a similar level to the prior year.

8. The FSCS levy represents our contribution to the Financial Services Compensation Scheme. Following a change in the recognition requirement, we are now obliged to expense the levy immediately it is notified rather than spreading the cost over the year. Consequently, the GBP6.9 million cost for the six months reflects the current full year levy, and is better compared to the prior year GBP5.5 million twelve month cost.

9. These were one-off costs in 2013 of changing our systems and process for the implementation of the adviser charging rules.

10. Contribution from third party product new business reflects the net income received from advice on non-manufactured business.

-38-

Movement in Funds Under Management

The table below shows the movement in the funds under management of the Group during the reporting period.

 
                                                                        6 Months        6 Months           12 Months 
                                                                           Ended           Ended               Ended 
                                                                    30 June 2014    30 June 2013    31 December 2013 
                                                                  --------------  --------------  ------------------ 
                                                                    GBP' Billion    GBP' Billion        GBP' Billion 
 
 Opening funds under management                                             44.3            34.8                34.8 
 New money invested                                                          3.8             3.3                 6.8 
 Investment return                                                           0.9             3.2                 5.2 
                                                                  --------------  --------------  ------------------ 
                                                                            49.0            41.3                46.8 
 
 Regular withdrawals / maturities                                          (0.4)           (0.4)               (0.7) 
 Surrenders / part surrenders                                              (1.0)           (1.0)               (1.8) 
                                                                  --------------  --------------  ------------------ 
 
 Closing funds under management                                             47.6            39.9                44.3 
                                                                  ==============  ==============  ================== 
 
 Implied surrender rate as % of average funds under management*             4.3%            5.0%                4.7% 
                                                                  --------------  --------------  ------------------ 
 
 Net inflow of funds                                                        2.44            1.99                4.30 
                                                                  --------------  --------------  ------------------ 
 
 Net inflow as % of opening funds under management                          5.5%            5.7%               12.4% 
                                                                  --------------  --------------  ------------------ 
 

* Annualised figures

Shareholders will be pleased to note that the continued strong retention of funds under management, together with the level of new money invested, provides for net inflow of funds of GBP2.44 billion (30 June 2013: GBP1.99 billion).

This net inflow represents 5.5% (30 June 2013: 5.7%) of opening funds under management and can be viewed as the organic growth in funds.

Noted below is an explanation of regular withdrawals, maturities and surrenders.

The regular withdrawals represent those amounts selected by clients which are paid out by way of periodic income. The withdrawals have been assumed in the calculation of the embedded value new business profit.

Maturities are those sums paid out where the plan has reached the selected maturity date (e.g. retirement date). The expected maturities have been assumed in the calculation of the embedded value new business profit.

Surrenders and part surrenders are those amounts where clients have chosen to withdraw money from their plan. Surrenders are assumed to occur in the calculation of the embedded value new business profit based on actual experience, updated on an annual basis, by plan duration and the age of the client. The implied surrender rate shown in the table above is very much a simple average and reflects only recent experience. Whilst it could be compared with the long-term assumptions underlying the calculation of the embedded value, it should not be assumed that small movements in this rate will result in a change to the long term embedded value assumptions.

-39-

Analysis of Funds Under Management

The following table provides an analysis of the funds under management at each reporting date split by geographic and asset type.

 
                                30 June       30 June   31 December 
                                   2014          2013          2013 
                           ------------  ------------  ------------ 
                            GBP'Billion   GBP'Billion   GBP'Billion 
 
 UK Equities                       14.2          11.6          13.3 
 North American 
  Equities                          9.2           7.6           8.4 
 European Equities                  5.3           4.3           5.0 
 Asia & Pacific 
  Equities                          4.2           3.9           3.9 
 Property                           1.4           1.0           1.1 
 Fixed Interest                     6.1           5.6           6.1 
 Alternative Investments            1.4           1.3           1.3 
 Cash                               4.3           3.0           3.6 
 Other                              1.5           1.6           1.6 
 
 
 Total                             47.6          39.9          44.3 
                           ============  ============  ============ 
 
 

Related Party Transactions

The related party transactions during the first six month period are set out in Note 16 to the condensed half year statements.

-40-

INTERIM MANAGEMENT REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

A comprehensive review of the principal risks and uncertainties facing the business, and the Group's approach to managing these risks and uncertainties, are outlined on pages 34 to 38 of the 2013 Annual Report under the Risk and Risk Management section. These principal risks and uncertainties have not changed materially since the 2013 Annual Report. A summary of those principal key risks and uncertainties which could impact the Group for the remainder of the current financial year are outlined below.

 
 Risk/uncertainty       Description 
---------------------  ------------------------------------------------------------- 
 Advice                 Advice given by an individual Partner 
                         or authorised by the Group is deemed 
                         unsuitable leading to redress, costs, 
                         potential reputational damage and prospective/retrospective 
                         regulatory intervention. 
---------------------  ------------------------------------------------------------- 
 Distribution           The Group's distribution strength may 
  capability             be eroded due to an inability to recruit 
                         and retain Partners of the appropriate 
                         quality. 
---------------------  ------------------------------------------------------------- 
 Ethos                  Changes to the SJP ethos and culture 
                         adversely impact the continuing success 
                         of the business. 
---------------------  ------------------------------------------------------------- 
 Investment             Our approach to investment management 
  Management             may fail to deliver expected returns 
  Approach               to clients of the Group. 
---------------------  ------------------------------------------------------------- 
 Market Changes         A new entrant or competitor in the adviser-based 
                         wealth management market has an impact 
                         on the success of SJP's business. 
---------------------  ------------------------------------------------------------- 
 Outsourcing            The Group's dependence on outsourcing 
                         may come under threat should any of 
                         its key investment management or administration 
                         business partners decide to exit the 
                         market, significantly revise their strategy 
                         or fail. 
---------------------  ------------------------------------------------------------- 
 Regulatory,            That changes in the wider regulatory, 
  legislative            legislative or tax environment could 
  and tax environment    have an adverse impact on the Group's 
                         business and/or the Group could face 
                         a fine or regulatory censure from failure 
                         to comply with applicable regulations. 
---------------------  ------------------------------------------------------------- 
 Retail Distribution    Further changes to the market, following 
  Review                 the completion of the regulators' review 
                         of outcomes and other thematic work, 
                         adversely impact the Group. 
---------------------  ------------------------------------------------------------- 
 

-41-

EUROPEAN EMBEDDED VALUE (EEV) BASIS

The following information shows the result for the Group adopting a European Embedded Value (EEV) basis for reporting the results of its wholly owned life and unit trust businesses.

CONSOLIDATED STATEMENT OF INCOME

 
                                                                      6 Months       6 Months      12 Months 
                                                                         Ended          Ended          Ended 
                                                                       30 June        30 June    31 December 
                                                           Note           2014           2013           2013 
                                                                  ------------  -------------  ------------- 
                                                                   GBP'Million   GBP' Million   GBP' Million 
 
 Life business                                                           191.7          184.2          365.7 
 Unit Trust business                                                      93.6           65.7          130.8 
 Distribution business                                                   (8.8)          (2.1)          (6.1) 
 Other                                                                  (15.8)         (14.2)         (27.7) 
 
 Operating profit                                                        260.7          233.6          462.7 
 
 Investment return variances                                              13.0          209.5          344.2 
 Economic assumption changes                                             (3.1)            1.5           10.6 
                                                                  ------------  -------------  ------------- 
 
 EEV profit on ordinary activities before tax                            270.6          444.6          817.5 
 
 Tax 
 Life business                                                          (39.6)         (69.4)        (127.5) 
 Unit Trust business                                                    (19.5)         (22.8)         (42.3) 
 Distribution business                                                     1.8            0.5            1.4 
 Other                                                                     4.2            3.7            6.5 
 Corporation tax rate change                                                 -           18.9           18.9 
                                                                  ------------  -------------  ------------- 
                                                                        (53.1)         (69.1)        (143.0) 
                                                                  ------------  -------------  ------------- 
 
 EEV profit on ordinary activities after tax                             217.5          375.5          674.5 
                                                                  ============  =============  ============= 
 
 EEV profit attributable to non-controlling interests                        -          (0.1)              - 
 EEV profit attributable to equity share holders                         217.5          375.6          674.5 
                                                                  ------------  -------------  ------------- 
 EEV profit on ordinary activities after tax                             217.5          375.5          674.5 
                                                                  ============  =============  ============= 
 
 Dividends                                                                49.4           32.6           65.3 
 
                                                                         Pence          Pence          Pence 
 Basic earnings per share                                   V             42.4           74.0          132.4 
 Diluted earnings per share                                 V             41.7           73.0          130.1 
 
 Operating profit basic earnings per share                  V             40.9           37.0           72.9 
 Operating profit diluted earnings per share                V             40.2           36.5           71.6 
 

-42-

EUROPEAN EMBEDDED VALUE (EEV) BASIS

Consolidated Statement of Changes in Equity

 
                                                                                6 Months       6 Months      12 Months 
                                                                                   Ended          Ended          Ended 
                                                                                 30 June        30 June    31 December 
                                                                                    2014           2013           2013 
                                                                           -------------  -------------  ------------- 
                                                                            GBP' Million   GBP' Million   GBP' Million 
 
 Opening equity on an EEV basis                                                  2,964.1        2,336.3        2,336.3 
 Post-tax profit for the period                                                    217.5          375.5          674.5 
 Issue of share capital                                                              4.2           12.4           15.8 
 Retained earnings credit in respect of share option charges                         5.3            3.2            7.8 
 Retained earnings credit in respect of proceeds from exercise of share 
  options of shares held 
  in trust                                                                             -              -            0.1 
 Dividends paid                                                                   (49.4)         (32.6)         (65.3) 
 Consideration paid for own shares                                                 (5.1)          (2.3)          (5.3) 
 Non-controlling interests arising on purchase of subsidiaries during the 
  year                                                                                 -            0.2            0.2 
 
 Closing equity on an EEV basis                                                  3,136.6        2,692.7        2,964.1 
                                                                           =============  =============  ============= 
 
 

-43-

EUROPEAN EMBEDDED VALUE (EEV) BASIS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                                       30 June        30 June    31 December 
                                                          2014           2013           2013 
                                                 -------------  -------------  ------------- 
                                                  GBP' Million   GBP' Million   GBP' Million 
 
 Assets 
 Intangible assets 
 - Deferred acquisition costs                            849.9          928.7          888.8 
 - Value of long-term business in-force 
    - long-term insurance                              1,682.7        1,419.3        1,583.7 
    - unit trusts                                        557.4          453.8          506.3 
 - Computer software                                       7.3           11.2            8.7 
 - Goodwill                                               10.1              -              - 
                                                       3,107.4        2,813.0        2,987.5 
 Property and equipment                                    6.6            4.0            5.8 
 Deferred tax assets                                     170.5          221.1          181.8 
 Investment property                                     848.5          604.2          732.7 
 Investments                                          41,159.2       34,624.2       38,967.7 
 Reinsurance assets                                       75.6           70.9           64.2 
 Insurance and investment contract receivables            53.3           53.9           49.9 
 Income tax assets                                           -          225.1              - 
 Other receivables                                       706.8          602.0          554.0 
 Cash and cash equivalents                             4,799.4        3,337.5        3,845.7 
                                                 -------------  -------------  ------------- 
 
 Total assets                                         50,927.3       42,555.9       47,389.3 
                                                 =============  =============  ============= 
 
 Liabilities 
 Insurance contract liability provisions                 485.0          456.1          466.4 
 Other provisions                                          9.7            9.6            9.7 
 Financial liabilities                                35,978.7       30,933.8       33,904.0 
 Deferred tax liabilities                                454.6          419.2          488.6 
 Insurance and investment contract payables               34.7           48.4           38.1 
 Deferred income                                         500.4          579.0          538.6 
 Income tax liabilities                                   53.8          241.9            4.9 
 Other payables                                          675.7          365.8          439.4 
 Net asset value attributable to unit holders          9,598.0        6,809.3        8,535.4 
 Preference shares                                         0.1            0.1            0.1 
 
 Total liabilities                                    47,790.7       39,863.2       44,425.2 
                                                 =============  =============  ============= 
 
 Net assets                                            3,136.6        2,692.7        2,964.1 
                                                 =============  =============  ============= 
 
 Equity 
 Share capital                                            77.8           77.1           77.3 
 Share premium                                           145.9          139.0          142.2 
 Treasury shares reserve                                (10.5)          (7.5)         (10.2) 
 Miscellaneous reserves                                    2.3            2.3            2.3 
 Retained earnings                                     2,921.1        2,481.7        2,752.5 
                                                 -------------  -------------  ------------- 
 Shareholders' equity                                  3,136.6        2,692.6        2,964.1 
 Non-controlling interests                                   -            0.1              - 
                                                 -------------  -------------  ------------- 
 Total equity                                          3,136.6        2,692.7        2,964.1 
                                                 =============  =============  ============= 
 
                                                         Pence          Pence          Pence 
 Net assets per share                                    604.9          524.1          575.3 
 

-44-

NOTES TO THE EEV BASIS RESULTS

I. BASIS OF PREPARATION

The interim supplementary information on pages 41 to 49 shows the Group's results for the six months ended 30 June 2014 as measured on a European Embedded Value (EEV) basis. For interim reporting purposes, the disclosure has been reduced from that which would be required under the EEV Principles. The results of the life, pension and investment business, including unit trust business, undertaken by the Group are measured on a basis determined in accordance with the EEV Principles issued in May 2004 by the Chief Financial Officers Forum, a group of chief financial officers from 19 major European insurers, as supplemented by the Additional Guidance on EEV disclosures issued in October 2005 (together 'the EEV Principles'), with the exception of:

   --    New Business 

Consistent with prior reporting periods, the value of contractual incremental premiums to existing business is treated as new business in the year of the increment, rather than at the outset of the policy. This approach better reflects the way the Group manages its business.

The treatment of all other transactions and balances is unchanged from the primary financial statements on an IFRS basis.

Under the EEV Methodology, profit is recognised as it is earned over the life of the products within the covered business. The embedded value of the covered business is the sum of the shareholders' net worth in respect of the covered business and the present value of the projected profit stream.

II. METHODOLOGY AND ASSUMPTIONS

The methodology used to derive the European Embedded Values at 30 June 2014 is unchanged from that used at the end of 2013 (and also from that used at 30 June 2013) and is set out in detail on pages 169 and 170 of the 2013 Report and Accounts.

Apart from the assumptions set out below, there have been no changes to assumptions from those used at the end of 2013 and set out in detail on pages 170 and 171 of the 2013 Report and Accounts.

Economic Assumptions

The principal economic assumptions used within the cash flows at 30 June 2014 are set out below.

 
                                    30 June   30 June   31 December 
                                       2014      2013          2013 
                                   --------  --------  ------------ 
 
 Risk free rate                        2.9%      2.5%          3.1% 
 Inflation rate                        3.1%      2.8%          3.2% 
 Risk discount rate (net of tax)       6.0%      5.6%          6.2% 
 Future investment returns: 
 - Gilts                               2.9%      2.5%          3.1% 
 - Equities                            5.9%      5.5%          6.1% 
 - Unit-linked funds: 
      - Capital growth                 2.3%      1.8%          2.5% 
      - Dividend income                2.9%      3.0%          2.9% 
                                   --------  --------  ------------ 
      - Total                          5.2%      4.8%          5.4% 
 
 Expense inflation                     3.9%      3.6%          4.0% 
 

The risk free rate is set by reference to the yield on 10 year gilts. Other investment returns are set by reference to the risk free rate.

The inflation rate is derived from the implicit inflation in the valuation of 10 year index-linked gilts. This rate is increased to reflect higher increases in earnings related expenses.

-45-

NOTES TO THE EEV BASIS RESULTS (continued)

III. COMPONENTS OF EEV PROFIT

 
 Life business                        6 Months      6 Months      12 Months 
                                         Ended         Ended          Ended 
                                       30 June       30 June    31 December 
                                          2014          2013           2013 
                                   GBP'Million   GBP'Million    GBP'Million 
 
 New business contribution               108.6          97.6          213.6 
 Profit from existing business 
 - Unwind of discount rate                72.6          45.0           89.4 
 - Experience variances                    7.4          40.1           53.9 
 - Operating assumption changes              -             -            4.6 
 Investment income                         3.1           1.5            4.2 
 Operating profit before tax             191.7         184.2          365.7 
 
 Investment return variances              11.1         165.8          271.8 
 Economic assumption changes             (3.0)             -            7.7 
 Profit before tax                       199.8         350.0          645.2 
 
 Attributed tax                         (39.6)        (69.4)        (127.5) 
 Corporation tax rate change                 -          15.2           15.2 
                                  ------------  ------------  ------------- 
 Profit after tax                        160.2         295.8          532.9 
                                  ============  ============  ============= 
 
 

New business contribution after tax is GBP87.2 million (30 June 2013: GBP78.2 million and 31 December 2013: GBP171.4 million).

 
 Unit Trust business                   6 Months       6 Months      12 Months 
                                          Ended          Ended          Ended 
                                        30 June        30 June    31 December 
                                           2014           2013           2013 
                                  -------------  -------------  ------------- 
                                   GBP' Million   GBP' Million   GBP' Million 
 
 New business contribution                 72.7           54.8          113.6 
 Profit from existing business 
 - Unwind of discount rate                 19.0           11.5           22.7 
 - Experience variances                     1.6          (0.8)          (6.5) 
 - Operating assumption changes               -              -              - 
 Investment income                          0.3            0.2            1.0 
 Operating profit before tax               93.6           65.7          130.8 
 
 Investment return variances                1.9           43.7           72.4 
 Economic assumption changes              (0.1)            1.5            2.9 
 Profit before tax                         95.4          110.9          206.1 
 
 Attributed tax                          (19.5)         (22.8)         (42.3) 
 Corporation tax rate change                  -            3.7            3.7 
                                  -------------  -------------  ------------- 
 Profit after tax                          75.9           91.8          167.5 
                                  =============  =============  ============= 
 
 

New business contribution after tax is GBP57.8 million (30 June 2013: GBP43.6 million and 31 December 2013: GBP90.3 million).

-46-

NOTES TO THE EEV BASIS RESULTS (continued)

III. COMPONENTS OF EEV PROFIT (continued)

 
 Combined Life and Unit Trust business        6 Months       6 Months      12 Months 
                                                 Ended          Ended          Ended 
                                               30 June        30 June    31 December 
                                                  2014           2013           2013 
                                         -------------  -------------  ------------- 
                                          GBP' Million   GBP' Million   GBP' Million 
 
 New business contribution                       181.3          152.4          327.2 
 Profit from existing business 
 - Unwind of discount rate                        91.6           56.5          112.1 
 - Experience variances                            9.0           39.3           47.4 
 - Operating assumption changes                      -              -            4.6 
 Investment income                                 3.4            1.7            5.2 
 Operating profit before tax                     285.3          249.9          496.5 
 
 Investment return variances                      13.0          209.5          344.2 
 Economic assumption changes                     (3.1)            1.5           10.6 
 Profit before tax                               295.2          460.9          851.3 
 
 Attributed tax                                 (59.2)         (92.2)        (169.8) 
 Corporation tax rate change                         -           18.9           18.9 
                                         -------------  -------------  ------------- 
 Profit after tax                                236.0          387.6          700.4 
                                         =============  =============  ============= 
 
 

New business contribution after tax is GBP145.0 million (30 June 2013: GBP121.8 million and 31 December 2013: GBP261.7 million).

-47-

NOTES TO THE EEV BASIS RESULTS (continued)

IV. SENSITIVITIES

The table below shows the estimated impact on the combined life and unit trust reported value of new business and EEV to changes in various EEV calculated assumptions. The sensitivities are specified by the EEV principles and reflect reasonably possible levels of change. In each case, only the indicated item is varied relative to the restated values.

 
                                                            Change in new business contribution              Change in 
                                                                                                              European 
                                                                                                        Embedded Value 
                                                    Note             Pre-tax            Post-tax              Post-tax 
                                                          ------------------  ------------------  -------------------- 
                                                                GBP' Million        GBP' Million          GBP' Million 
 Value at 30 June 2014                                                 181.3               145.0               3,136.6 
 
 
 100bp reduction in risk free rates, with 
  corresponding change in fixed interest asset 
  values                                            1                  (2.8)               (2.3)                 (6.1) 
 
 10% reduction in withdrawal rates                  2                   16.9                13.6                 165.5 
 
 10% reduction in expenses                                               3.8                 3.1                  30.6 
 
 10% reduction in market value of equity assets     3                      -                   -               (295.3) 
 
 5% reduction in mortality and morbidity            4                      -                   -                     - 
 
 100bp increase in equity expected returns          5                      -                   -                     - 
 
 100bp increase in assumed inflation                6                  (3.5)               (2.9)                (22.1) 
 
 

Note 1: This is the key economic basis change sensitivity. The business model is relatively insensitive to change in economic basis. Note that the sensitivity assumes a corresponding change in all investment returns but no change in inflation.

Note 2: The 10% reduction is applied to the lapse rate. For instance, if the lapse rate is 8% then a 10% sensitivity reduction would reflect a change to 7.2%.

Note 3: For the purposes of this required sensitivity all unit linked funds are assumed to be invested in equities. The actual mix of assets varies and in recent years the proportion invested directly in UK and overseas equities has exceeded 70%.

Note 4: Assumes the benefit of lower experience is passed on to clients and reassurers at the earliest opportunity.

Note 5: As a market consistent approach is used, equity expected returns only affect the derived discount rates and not the embedded value or contribution to profit from new business.

Note 6: Assumed inflation is set by reference to 10 year index linked gilt yields.

 
                                             Change in new business   Change in European 
                                                       contribution       Embedded Value 
                                              Pre-tax      Post-tax             Post-tax 
                                         ------------  ------------  ------------------- 
                                          GBP'Million   GBP'Million          GBP'Million 
 
 100bp reduction in risk discount rate           23.4          18.8                218.5 
 

Although not directly relevant under a market-consistent valuation, this sensitivity shows the level of adjustment which would be required to reflect differing investor views of risk.

-48-

NOTES TO THE EEV BASIS RESULTS (continued)

V. EARNINGS PER SHARE

 
                               6 Months   6 Months      12 Months 
                                  Ended      Ended          Ended 
                                30 June    30 June    31 December 
                                   2014       2013           2013 
                              ---------  ---------  ------------- 
                                  Pence      Pence          Pence 
 
 Basic earnings per share          42.4       74.0          132.4 
 
 Diluted earnings per share        41.7       73.0          130.1 
                              =========  =========  ============= 
 
 
 Operating profit basic earnings per share      40.9   37.0   72.9 
                                               =====  =====  ===== 
 
 Operating profit diluted earnings per share    40.2   36.5   71.6 
                                               =====  =====  ===== 
 

The earnings per share calculations are based on the following figures:

 
                                                                           6 Months      6 Months      12 Months 
                                                                              Ended         Ended          Ended 
                                                                            30 June       30 June    31 December 
                                                                               2014          2013           2013 
                                                                       ------------  ------------  ------------- 
                                                                        GBP'Million   GBP'Million    GBP'Million 
 Earnings 
 Profit after tax (for both basic and diluted EPS)                            217.5         375.5          674.5 
 
 Operating profit after tax (for both basic and diluted EPS)                  209.6         187.7          371.5 
                                                                       ============  ============  ============= 
 
                                                                            Million       Million        Million 
 Weighted average number of shares 
 Weighted average number of ordinary shares in issue (for basic EPS)          513.0         507.3          509.4 
 Adjustments for outstanding share options                                      8.9           7.1            9.2 
                                                                       ------------  ------------  ------------- 
 
 Weighted average number of ordinary shares (for diluted EPS)                 521.9         514.4          518.6 
                                                                       ============  ============  ============= 
 

-49-

NOTES TO THE EEV BASIS RESULTS (continued)

VI. RECONCILIATION OF IFRS AND EEV PROFIT BEFORE TAX AND NET ASSETS

 
                                                                     6 Months      6 Months      12 Months 
                                                                        Ended         Ended          Ended 
                                                                      30 June       30 June    31 December 
                                                                         2014          2013           2013 
                                                                 ------------  ------------  ------------- 
                                                                  GBP'Million   GBP'Million    GBP'Million 
 
 IFRS profit before tax                                                 110.4         249.5          461.2 
 Tax attributable to policyholder returns                              (28.0)       (159.4)        (270.5) 
                                                                 ------------  ------------  ------------- 
 Profit before tax attributable to shareholders' returns                 82.4          90.1          190.7 
 Add back: amortisation of acquired value of in-force business            1.6           1.6            3.2 
 Movement in life value of in-force (net of tax)                         99.0         195.7          360.1 
 Movement in unit trust value of in-force (net of tax)                   51.1          70.3          122.8 
 Tax gross up of movement in value of in-force                           36.5          86.9          140.7 
 EEV profit before tax                                                  270.6         444.6          817.5 
                                                                 ============  ============  ============= 
 
 
                                                                      30 June       30 June    31 December 
                                                                         2014          2013           2013 
                                                                 ------------  ------------  ------------- 
                                                                  GBP'Million   GBP'Million    GBP'Million 
 
 IFRS net assets                                                        927.2         851.6          906.1 
 Less: acquired value of in-force                                      (38.4)        (41.6)         (40.0) 
 Add: deferred tax on acquired value of in-force                          7.7           9.6            8.0 
 Add: life value of in-force                                          1,682.7       1,419.3        1,583.7 
 Add: unit trust value of in-force                                      557.4         453.8          506.3 
                                                                 ------------  ------------  ------------- 
 EEV net assets                                                       3,136.6       2,692.7        2,964.1 
                                                                 ============  ============  ============= 
 

-50-

INDEPENDENT REVIEW REPORT TO ST. JAMES'S PLACE plc

- EUROPEAN EMBEDDED VALUE

Report on the interim supplementary information

Our conclusion

We have reviewed the interim supplementary information, defined below, in the half year report of St. James's Place plc for the six months ended 30 June 2014. Based on our review, nothing has come to our attention that causes us to believe that the interim supplementary information is not prepared, in all material respects, in accordance with the EEV basis set out in note I.

This conclusion is to be read in the context of what we say in the remainder of this report.

What we have reviewed

The interim supplementary information, which is prepared by St. James's Place plc, comprises:

   --     the EEV basis consolidated statement of financial position as at 30 June 2014; 
   --     the EEV basis consolidated statement of income for the period then ended; 
   --     the EEV basis consolidated statement of changes in equity  for the period then ended; and 
   --     the explanatory notes to the interim supplementary information. 

As disclosed in note I the interim supplementary information has been prepared on the European Embedded Value ("EEV") basis.

What a review of interim supplementary information 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 supplementary 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 Ireland) 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 year report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim supplementary information.

Responsibilities for the interim supplementary information and the review

Our responsibilities and those of the directors

The half year report, including the interim supplementary information, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim supplementary information in accordance with the EEV basis set out in note I.

Our responsibility is to express to the company a conclusion on the interim supplementary information in the half year report based on our review. This report, including the conclusion, has been prepared for and only for the company 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.

PricewaterhouseCoopers LLP

Chartered Accountants

28 July 2014

London

-51-

Notes:

(a) The maintenance and integrity of the St. James's Place plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial information since it was initially presented on the website.

(b) Legislation in the United Kingdom governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions.

-52-

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) BASIS

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                                       6 Months      6 Months      12 Months 
                                                                          Ended         Ended          Ended 
                                                                        30 June       30 June    31 December 
                                                             Note          2014          2013           2013 
                                                                   ------------  ------------  ------------- 
                                                                    GBP'Million   GBP'Million    GBP'Million 
 
 Insurance premium income                                                  27.4          29.2           61.2 
 Less premiums ceded to reinsurers                                       (16.3)        (35.9)         (54.3) 
                                                                   ------------  ------------  ------------- 
 Net insurance premium income                                              11.1         (6.7)            6.9 
 
 Fee and commission income                                                593.5         477.2        1,013.3 
 
 Investment return                                                      1,150.5       3,394.0        5,831.1 
 
 Other operating income                                                     0.6           0.6            2.5 
                                                                   ------------  ------------  ------------- 
 Net income                                                 3           1,755.7       3,865.1        6,853.8 
 
 Policy claims and benefits 
 - Gross amount                                                          (27.6)        (25.7)         (50.2) 
 - Reinsurers' share                                                        9.8          10.0           20.5 
                                                                   ------------  ------------  ------------- 
 Net policyholder claims and benefits incurred                           (17.8)        (15.7)         (29.7) 
 
 Change in insurance contract liabilities 
 - Gross amount                                                          (18.7)        (32.1)         (42.3) 
 - Reinsurers' share                                                       11.3          32.2           25.6 
                                                                   ------------  ------------  ------------- 
 Net change in insurance contract liabilities                             (7.4)           0.1         (16.7) 
 
 Investment contract benefits                                         (1,134.2)     (3,192.9)      (5,449.4) 
 
 Fees, commission and other acquisition costs                           (393.3)       (328.8)        (734.7) 
 Administration expenses                                                 (91.0)        (76.7)        (158.9) 
 Other operating expenses                                                 (1.6)         (1.6)          (3.2) 
                                                                   ------------  ------------  ------------- 
                                                                        (485.9)       (407.1)        (896.8) 
 
 Profit before tax                                          3             110.4         249.5          461.2 
 
 Tax attributable to policyholders' returns                 4            (28.0)       (159.4)        (270.5) 
 
 Profit before tax attributable to shareholders' returns                   82.4          90.1          190.7 
 
 Total tax (expense)                                                     (44.3)       (141.3)        (270.9) 
 Less: tax attributable to policyholders' returns           4              28.0         159.4          270.5 
                                                                   ------------  ------------  ------------- 
 
 Tax attributable to shareholders' returns                  4            (16.3)          18.1          (0.4) 
                                                                   ------------  ------------  ------------- 
 Profit and total comprehensive income for the period       3              66.1         108.2          190.3 
 
 Profit attributable to non-controlling interests                             -         (0.1)          (0.2) 
 Profit attributable to equity shareholders                                66.1         108.3          190.5 
                                                                   ------------  ------------  ------------- 
 Profit and total comprehensive income for the period       3              66.1         108.2          190.3 
                                                                   ============  ============  ============= 
 
                                                                          Pence         Pence          Pence 
 Basic earnings per share                                   6              12.9          21.3           37.4 
 Diluted earnings per share                                 6              12.7          21.0           36.7 
 
 

The Group has no other gains or losses during the current or previous financial periods and therefore a separate consolidated statement of comprehensive income has not been presented.

-53-

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) BASIS

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                           Attributable to equity shareholders 
                            ---------------------------------------------------------------- 
 
                                                   Treasury                                            Non- 
                                Share      Share     Shares    Retained        Misc             controlling 
                      Note    Capital    Premium    Reserve    Earnings    Reserves    Total      Interests    Total 
                            ---------  ---------  ---------  ----------  ----------  -------  -------------  ------- 
                                            GBP'       GBP'        GBP'                 GBP'           GBP'     GBP' 
                                GBP'M          M          M           M       GBP'M        M              M        M 
 
 At 1 January 
  2013                           76.0      127.7      (8.9)       565.4         2.3    762.5              -    762.5 
 Non-controlling 
  interests 
  arising 
  on the purchase 
  of subsidiaries 
  during the 
  year                                                                                                  0.2      0.2 
 Profit and 
  total 
  comprehensive 
  income for 
  the year                                                        108.3                108.3          (0.1)    108.2 
 - Dividends          7                                          (32.6)               (32.6)                  (32.6) 
 - Exercise 
  of options                      1.1       11.3                                        12.4                    12.4 
 Consideration 
  paid for 
  own shares                                          (2.3)                            (2.3)                   (2.3) 
 Own shares 
  vesting 
  charge                                                3.7       (3.7)                    -                       - 
 Retained 
  earnings 
  credit in 
  respect 
  of share 
  option charges                                                    3.2                  3.2                     3.2 
 
 At 30 June 
  2013                           77.1      139.0      (7.5)       640.6         2.3    851.5            0.1    851.6 
                            ---------  ---------  ---------  ----------  ----------  -------  -------------  ------- 
 
 At 1 January 
  2014                           77.3      142.2     (10.2)       694.5         2.3    906.1              -    906.1 
 Profit and 
  total 
  comprehensive 
  income for 
  the year                                                         66.1                 66.1              -     66.1 
 - Dividends          7                                          (49.4)               (49.4)                  (49.4) 
 - Issue 
  of share 
  capital                         0.2                                                    0.2                     0.2 
 - Exercise 
  of options                      0.3        3.7                                         4.0                     4.0 
 Consideration 
  paid for 
  own shares                                          (5.1)                            (5.1)                   (5.1) 
 Own shares 
  vesting 
  charge                                                4.8       (4.8)                    -                       - 
 Retained 
  earnings 
  credit in 
  respect 
  of share 
  option charges                                                    5.3                  5.3                     5.3 
 
 At 30 June 
  2014                           77.8      145.9     (10.5)       711.7         2.3    927.2              -    927.2 
                            =========  =========  =========  ==========  ==========  =======  =============  ======= 
 
 
 

Miscellaneous reserves represent other non-distributable reserves.

-54-

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) BASIS

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                                               30 June       30 June   31 December 
                                                    Note          2014          2013          2013 
                                                          ------------  ------------  ------------ 
                                                           GBP'Million   GBP'Million   GBP'Million 
 Assets 
 Intangible assets 
 - Deferred acquisition costs                       9            849.9         928.7         888.8 
 - Acquired value of in-force business                            38.4          41.6          40.0 
 - Computer software                                               7.3          11.2           8.7 
 - Goodwill                                         5             10.1             -             - 
                                                                 905.7         981.5         937.5 
 Property and equipment                                            6.6           4.0           5.8 
 Deferred tax assets                                10           170.5         221.1         181.8 
 Investment property                                             848.5         604.2         732.7 
 Investments 
 - Equities                                                   31,671.9      25,745.4      29,614.8 
 - Fixed income securities                                     6,066.7       5,654.0       5,965.7 
 - Investment in Collective Investment 
  Schemes                                                      3,295.0       3,126.3       3,244.3 
 - Derivative financial instruments                              125.6          98.5         142.9 
 Reinsurance assets                                               75.6          70.9          64.2 
 Insurance and investment contract receivables                    53.3          53.9          49.9 
 Income tax assets                                                   -         225.1             - 
 Other receivables                                               706.8         602.0         554.0 
 Cash and cash equivalents                                     4,799.4       3,337.5       3,845.7 
                                                          ------------  ------------  ------------ 
 
 Total assets                                       3         48,725.6      40,724.4      45,339.3 
                                                          ============  ============  ============ 
 
 Liabilities 
 Insurance contract liabilities                                  485.0         456.1         466.4 
 Other provisions                                   11             9.7           9.6           9.7 
 Financial liabilities 
 - Investment contracts                                       35,812.9      30,733.1      33,717.5 
 - Borrowings                                                     96.6          80.3          98.7 
 - Derivative financial instruments                               69.2         120.4          87.8 
 Deferred tax liabilities                           12           462.3         428.8         496.6 
 Insurance and investment contract payables                       34.7          48.4          38.1 
 Deferred income                                    13           500.4         579.0         538.6 
 Income tax liabilities                                           53.8         241.9           4.9 
 Other payables                                                  675.7         365.8         439.4 
 Net asset value attributable to unit holders                  9,598.0       6,809.3       8,535.4 
 Preference shares                                                 0.1           0.1           0.1 
 
 Total liabilities                                            47,798.4      39,872.8      44,433.2 
                                                          ============  ============  ============ 
 
 Net assets                                                      927.2         851.6         906.1 
                                                          ============  ============  ============ 
 
 Equity 
 Share capital                                      15            77.8          77.1          77.3 
 Share premium                                                   145.9         139.0         142.2 
 Treasury shares reserves                                       (10.5)         (7.5)        (10.2) 
 Miscellaneous reserves                                            2.3           2.3           2.3 
 Retained earnings                                               711.7         640.6         694.5 
                                                          ------------  ------------  ------------ 
 Shareholders' equity                                            927.2         851.5         906.1 
 Non-controlling interests                                           -           0.1             - 
                                                          ------------  ------------  ------------ 
 
 Total equity                                                    927.2         851.6         906.1 
                                                          ============  ============  ============ 
 
                                                                 Pence         Pence         Pence 
 Net assets per share                                            178.8         165.8         175.9 
 

-55-

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) BASIS

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                                                 6 Months      6 Months      12 Months 
                                                                                    Ended         Ended          Ended 
                                                                                  30 June       30 June    31 December 
                                                                                     2014         2013*           2013 
                                                                             ------------  ------------  ------------- 
                                                                              GBP'Million   GBP'Million    GBP'Million 
 Cash flows from operating activities 
 Profit before tax for the period                                                   110.4         249.5          461.2 
 Adjustments for: 
 Depreciation                                                                         0.7           0.6            1.6 
 Revaluation                                                                        (0.1)             -            0.1 
 Amortisation of acquired value of in-force business                                  1.6           1.6            3.2 
 Amortisation of computer software                                                    1.4           1.3            2.5 
 Share based payment charge                                                           5.3           3.2            7.8 
 Interest income                                                                    (9.5)        (10.8)         (22.5) 
 Interest paid                                                                        1.9           1.2            2.8 
 
 Changes in operating assets and liabilities 
 Decrease in deferred acquisition costs                                              38.9          42.9           82.8 
 Increase in investment property                                                  (115.8)         (6.6)        (135.1) 
 Increase in investments                                                        (2,191.5)     (5,038.7)      (9,382.2) 
 Increase in reinsurance assets                                                    (11.4)        (32.3)         (25.6) 
 Increase in insurance and investment contract receivables                          (3.4)         (7.4)          (3.4) 
 Increase in other receivables                                                    (167.3)        (50.7)         (22.4) 
 Increase in insurance contract liabilities                                          18.6          32.1           42.4 
 Increase in provisions                                                                 -           0.4            0.5 
 Increase in financial liabilities (excluding borrowings)                         2,076.8       3,653.1        6,605.0 
 (Decrease)/increase in insurance and investment contract payables                  (3.4)          23.5           13.2 
 Decrease in deferred income                                                       (38.2)        (37.5)         (77.9) 
 Increase/(decrease) in other payables                                              236.3        (70.0)            3.6 
 Increase in net assets attributable to unit holders                              1,062.6       1,515.8        3,241.9 
                                                                             ------------  ------------  ------------- 
 
 Cash generated from operations                                                   1,013.9         271.2          799.5 
 
 Interest received                                                                    9.5          10.8           22.5 
 Interest paid                                                                      (1.9)         (1.2)          (2.8) 
 Income taxes paid                                                                  (4.0)        (12.0)         (14.8) 
                                                                             ------------  ------------  ------------- 
 
 Net cash generated from operating activities                                     1,017.5         268.8          804.4 
 
 Cash flows from investing activities 
 Acquisition of property and equipment                                              (2.1)         (1.0)          (3.8) 
 (Acquisition)/disposal of intangible assets and goodwill                          (10.1)           2.2            0.5 
 Acquisition of subsidiaries and other business combinations, net of cash 
  acquired                                                                            0.8             -          (9.1) 
 
 Net cash used in investing activities                                             (11.4)           1.2         (12.4) 
 
 Cash flows from financing activities 
 Proceeds from the issue of share capital                                             4.3          12.4           15.8 
 Consideration paid for own shares                                                  (5.1)         (2.3)          (5.3) 
 Proceeds from exercise of options over shares held in trust                            -             -            0.1 
 Proceeds from issue of non-redeemable preference shares                                -           0.1            0.1 
 Acquisition of non-controlling interests                                               -           0.1            0.2 
 Additional borrowings                                                                  -          10.0           30.0 
 Repayment of borrowings                                                            (2.2)         (0.4)          (2.0) 
 Dividends paid                                                                    (49.4)        (32.6)         (65.3) 
                                                                             ------------  ------------  ------------- 
 
 Net cash used in financing activities                                             (52.4)        (12.7)         (26.4) 
                                                                             ------------  ------------  ------------- 
 
 Net increase in cash and cash equivalents                                          953.7         257.3          765.6 
 Cash and cash equivalents at beginning of period                                 3,845.7       3,080.1        3,080.1 
 Effect of exchange rate fluctuations                                                   -           0.1              - 
                                                                             ------------  ------------  ------------- 
 Cash and cash equivalents at end of period                                       4,799.4       3,337.5        3,845.7 
                                                                             ============  ============  ============= 
 

*Represented to provide comparative information for additional disclosure included as of 31 December 2013.

Exchange rate fluctuations result from cash held in the unit-linked funds.

-56-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS

1. BASIS OF PREPARATION

This condensed set of consolidated half year financial statements for the six months ended 30 June 2014, which comprise the half year financial statements of St. James's Place plc (the "Company") and its subsidiaries (together referred to as the "Group"), has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority (previously the Financial Services Authority) and with IAS 34 'Interim Financial Reporting' as adopted by the European Union. The condensed consolidated half year financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2013, which have been prepared in accordance with IFRSs as adopted by the European Union.

Going Concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Interim Statement on pages 6 to 8. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in the Financial Review on pages 11 to 39.

As shown on page 34 of the Financial Review, the Group's capital position is strong and well in excess of regulatory requirements. The long-term nature of the business results in considerable positive cash flows, arising from existing business. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully.

The Directors confirm that they are satisfied that the Company and the Group have adequate resources to continue in business for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

2. SIGNIFICANT ACCOUNTING POLICIES

As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, this condensed set of financial statements has been prepared applying the accounting policies and standards that were applied in the preparation of the Group's published consolidated financial statements for the year ended 31 December 2013, with the exception of the introduction of the following policy for goodwill:

   --   Accounting policy for goodwill 

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the identifiable net assets of the acquired entity at the date of acquisition. Where the fair value of the Group's share of the identifiable net assets of the acquired entity is greater than the cost of acquisition, the excess is recognised immediately in the statement of comprehensive income.

Goodwill is recognised as an asset at cost and is reviewed at least annually for impairment or when circumstances or events indicate there may be uncertainty over this value. If an impairment is identified, the carrying value of the goodwill is written down immediately through the statement of comprehensive income and is not subsequently reversed. At the date of disposal of a subsidiary, the carrying value of attributable goodwill is included in the calculation of the profit or loss on disposal except where it has been written off directly to reserves in the past.

These condensed half year financial statements were prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU and interpretations issued by the International Financial Reporting Interpretations Committee.

In preparing these condensed half year financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 December 2013.

-57-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

The following amended standards and interpretation, which the Group have adopted as of 1 January 2014, have not had any material impact on the Group's reported results:

IAS 32 Amendment - Financial Instruments: Presentation

IAS 36 Amendment - Impairment of Assets

IFRS 39 Amendment - Financial Instruments Recognition and Measurement

IFRS IC Interpretation 21 - Levies

As at 30 June 2014, the following new and amended standards, which are relevant to the Group but have not been applied in the financial statements, were in issue but not yet effective:

IAS 16 and IAS 38 Amendments

IFRS 9 Financial Instruments - Classification and Measurement

IFRS 9 Amendment - Hedge Accounting

IFRS 15 Revenue from Contracts with Customers

Annual Improvements to IFRSs 2010-2012 Cycle

Annual Improvements to IFRSs 2011-2013 Cycle

The adoption of the above new and amended standards is not expected to have any material impact on the Group's results reported within the financial statements other than requiring additional disclosure or alternative presentation.

3. SEGMENT REPORTING

IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Board in order to allocate resources to the segment and to assess its performance. The Group's reportable segments under IFRS 8 are therefore as follows:

1. Life business - offering pensions, protection and investment products through the Group's life assurance subsidiaries;

2. Unit Trust business - offering unit trust investment products, including ISAs, through the St. James's Place Unit Trust Group;

3. Distribution business - the distribution network for the St. James's Place life and unit trust products as well as financial products, such as annuities, mortgages and stakeholder pensions, from third party providers.

The figures for segment income provided to the Board in respect of the distribution business relate to the distribution of the products of third party providers only. The figures for segment profit provided to the Board take account of fees and commissions payable by the life business and unit trust business to the distribution business.

4. Other - all other Group activities.

Separate geographical segmental information is not presented since the Group does not segment its business geographically, its customers being based and its assets managed predominantly in the United Kingdom.

The income, profit and assets of these segments are set out over the next few pages.

-58-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

3. SEGMENT REPORTING (continued)

Segment Income

Annual Premium Equivalents ("APE")

APE, being regular premiums plus one tenth of single premiums, is the income measure that is monitored on a monthly basis by the chief operating decision maker.

 
                                                                             6 Months      6 Months      12 Months 
                                                                                Ended         Ended          Ended 
                                                                              30 June       30 June    31 December 
                                                                                 2014          2013           2013 
                                                                         ------------  ------------  ------------- 
                                                                          GBP'Million   GBP'Million    GBP'Million 
 
 Life business                                                                  284.7         253.9          532.9 
 Unit Trust business                                                            163.2         120.0          230.0 
 Distribution business                                                           57.5          52.6          102.3 
 
 Total APE                                                                      505.4         426.5          865.2 
                                                                         ------------  ------------ 
 
Adjustments to IFRS basis 
Life business 
 Exclude investment business APE                                              (283.5)       (252.7)        (530.5) 
 Difference between insurance business APE 
  and premium receivable                                                         26.3          28.0           58.8 
 Less: insurance premium income ceded to reinsurers                            (16.3)        (35.9)         (54.3) 
 Fee income (management fees)                                                   270.1         220.9          460.7 
 Net movement on deferred income                                                 33.5          34.0           70.8 
 Investment income (primarily in unit linked funds)                             966.2       2,873.0        4,886.3 
 
 Unit Trust business 
 Exclude unit trust APE                                                       (163.2)       (120.0)        (230.0) 
 Fee income (dealing profit and management fees)                                 82.1          72.7          150.9 
 Net movement on deferred income                                                  4.8           3.5            7.1 
 Investment income                                                                0.1           0.1            0.3 
 
 Distribution business 
 Exclude distribution APE                                                      (57.5)        (52.6)        (102.3) 
 Fee and commission income receivable                                           200.3         144.0          319.2 
 Other investment income                                                          0.1           0.1            0.2 
 
 Other business 
 Fee income receivable                                                            2.8           2.1            4.6 
 Investment income on third party holdings in consolidated unit trusts          181.0         518.4          939.2 
 Other investment income                                                          2.9           2.4            5.1 
 Other operating income                                                           0.6           0.6            2.5 
 
 Total adjustments                                                            1,250.3       3,438.6        5,988.6 
 
 Net income                                                                   1,755.7       3,865.1        6,853.8 
                                                                         ============ 
 

All segment income is generated by external customers and there are no segment income transactions between operating segments as measured by APE.

-59-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

3. SEGMENT REPORTING (continued)

Segment Profit

Three separate measures of profit are monitored on a monthly basis by the Board. These are European Embedded Value ("EEV") and IFRS (both pre-tax), and the post-tax cash result.

EEV Operating Profit

EEV operating profit is monitored on a monthly basis by the Board. The components of the EEV operating profit are included in more detail in the Supplementary Information on EEV basis within this announcement. A reconciliation of EEV operating profit to IFRS profit before tax is shown below.

 
                                                             6 Months     6 Months      12 Months 
                                                                Ended        Ended          Ended 
                                                              30 June      30 June    31 December 
                                                                 2014         2013           2013 
                                                                                    ------------- 
                                                          GBP'Million  GBP'Million    GBP'Million 
 
Life business                                                   191.7        184.2          365.7 
Unit Trust business                                              93.6         65.7          130.8 
Distribution business                                           (8.8)        (2.1)          (6.1) 
Other business                                                 (15.8)       (14.2)         (27.7) 
 
EEV operating profit before tax                                 260.7        233.6          462.7 
 
Investment return variance                                       13.0        209.5          344.2 
Economic assumption changes                                     (3.1)          1.5           10.6 
 
EEV profit before tax                                           270.6        444.6          817.5 
 
Adjustments to IFRS basis 
Deduct: amortisation of acquired value of in-force              (1.6)        (1.6)          (3.2) 
Movement in life value of in-force (net of tax)                (99.0)      (195.7)        (360.1) 
Movement in unit trust value of in-force (net of tax)          (51.1)       (70.3)        (122.8) 
Tax of movement in value of in-force                           (36.5)       (86.9)        (140.7) 
Profit before tax attributable to shareholders' returns          82.4         90.1          190.7 
Tax attributable to policyholder returns                         28.0        159.4          270.5 
                                                                                    ------------- 
IFRS profit before tax                                          110.4        249.5          461.2 
                                                                                    ============= 
 

-60-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

3. SEGMENT REPORTING (continued)

 
                                        6 Months      6 Months      12 Months 
                                           Ended         Ended          Ended 
  Cash result                            30 June       30 June    31 December 
                                            2014          2013           2013 
                                    ------------  ------------  ------------- 
                                     GBP'Million   GBP'Million    GBP'Million 
 
Life business                               49.2          70.7          143.8 
Unit Trust business                         24.5          21.4           44.8 
Distribution business                      (7.0)         (1.6)          (4.7) 
Other business                             (6.6)         (7.9)         (15.1) 
 
Cash result after tax                       60.1          82.6          168.8 
                                    ------------  ------------  ------------- 
 
IFRS adjustments (after tax) 
Share option expense                       (5.3)         (3.2)          (7.8) 
Deferred acquisition costs (DAC)          (30.2)        (30.1)         (62.9) 
Deferred income (DIR)                       34.5          30.8           67.9 
Acquired value of in-force (PVIF)          (1.3)         (1.2)          (2.6) 
Sterling reserves                            1.5           0.1            0.4 
IFRS tax adjustments                         6.8          29.2           26.5 
 
IFRS profit after tax                       66.1         108.2          190.3 
Shareholder tax charge/(credit)             16.3        (18.1)            0.4 
 
IFRS operating profit before tax            82.4          90.1          190.7 
Policyholder tax charge                     28.0         159.4          270.5 
 
IFRS profit before tax                     110.4         249.5          461.2 
                                    ============  ============  ============= 
 
 
                                 6 Months     6 Months      12 Months 
                                    Ended        Ended          Ended 
  IFRS segment result             30 June      30 June    31 December 
                                     2014         2013           2013 
                                                        ------------- 
                              GBP'Million  GBP'Million    GBP'Million 
 
Life business 
- shareholder                        77.6         81.1          170.6 
- policyholder tax gross up          28.0        159.4          270.5 
Unit Trust business                  29.4         25.3           53.9 
Distribution business               (8.8)        (2.1)          (6.1) 
Other business                     (15.8)       (14.2)         (27.7) 
                                                        ------------- 
Profit before tax                   110.4        249.5          461.2 
 

Included within both the EEV and IFRS profit before tax are the following:

 
                                 6 Months      6 Months      12 Months 
                                    Ended         Ended          Ended 
                                  30 June       30 June    31 December 
                                     2014          2013           2013 
                                           ------------  ------------- 
                              GBP'Million   GBP'Million    GBP'Million 
 
Shareholder interest income           4.3           3.4            7.3 
Depreciation                          0.7           0.6            1.6 
 

-61-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

3. SEGMENT REPORTING (continued)

Segment Assets

Funds under Management ("FUM")

FUM within the St. James's Place Group, rounded to the nearest GBP0.1 billion, are monitored on a monthly basis by the Board.

 
                                                                   30 June      30 June  31 December 
                                                                      2014         2013         2013 
                                                                            ----------- 
                                                               GBP'Million  GBP'Million  GBP'Million 
 
Life business                                                     36,500.0     31,000.0     34,100.0 
Unit Trust business                                               11,100.0      8,900.0     10,200.0 
                                                                            ----------- 
 
Total FUM                                                         47,600.0     39,900.0     44,300.0 
Exclude external holdings in non-consolidated unit trusts        (1,854.6)    (1,982.4)    (1,665.6) 
Add balance sheet liabilities in unit linked funds                   653.6        435.5        545.6 
Adjustments for other balance sheet assets excluded from FUM 
            DAC                                                      849.9        928.7        888.8 
            PVIF                                                      38.4         41.6         40.0 
            Computer software                                          7.3         11.2          8.7 
            Goodwill                                                  10.1            -            - 
            Property & equipment                                       6.6          4.0          5.8 
            Deferred tax assets                                      170.5        221.1        181.8 
            Fixed income securities                                   69.3         83.2         67.7 
            Collective investment schemes                            504.5        404.8        523.0 
            Reinsurance assets                                        75.6         70.9         64.2 
            Insurance and investment contract receivables             53.3         53.9         49.9 
           Income tax assets                                             -        225.1            - 
           Other receivables                                         280.3        221.4        229.9 
           Other receivables eliminated on consolidation           (118.2)       (88.6)      (151.9) 
           Cash and cash equivalents                                 271.5        216.8        197.1 
Other adjustments                                                    107.5       (22.8)         54.3 
                                                                            ----------- 
Total adjustments                                                  1,125.6        824.4      1,039.3 
 
Total assets                                                      48,725.6     40,724.4     45,339.3 
 

-62-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

4. INCOME TAXES

 
                                                                              6 Months      6 Months     12 Months 
                                                                                 Ended         Ended         Ended 
                                                                               30 June       30 June   31 December 
                                                                                  2014          2013          2013 
                                                                                        ------------ 
                                                                           GBP'Million   GBP'Million   GBP'Million 
UK corporation tax 
- Current year charge                                                             67.2           7.5          29.0 
- Adjustment in respect of prior year                                            (1.5)           1.1           2.5 
Overseas taxes 
- Current year charge                                                              2.8           3.0           6.8 
 
                                                                                  68.5          11.6          38.3 
 
Deferred tax on unrealised capital gains and losses in unit linked funds        (26.2)         181.0         278.1 
Deferred tax on unrelieved expenses                                                4.1         (2.1)           2.2 
Deferred tax on pensions business losses                                             -           0.7           6.4 
Deferred tax on group company capital losses                                       3.5        (38.4)        (27.9) 
Deferred tax charge on other items 
- Current year charge                                                            (5.6)        (11.5)        (14.2) 
Effect on deferred tax of change in tax rate                                         -             -        (12.0) 
                                                                                        ------------ 
Total tax charge for the period                                                   44.3         141.3         270.9 
                                                                                        ============ 
 
 
Attributable to: 
- policyholders                                                                   28.0         159.4         270.5 
- shareholders                                                                    16.3        (18.1)           0.4 
                                                                                        ------------ 
 
                                                                                  44.3         141.3         270.9 
                                                                                        ============ 
 
 
                                                                              6 Months      6 Months     12 Months 
                                                                                 Ended         Ended         Ended 
                                                                               30 June       30 June   31 December 
                                                                                  2014          2013          2013 
                                                                                        ------------ 
                                                                           GBP'Million   GBP'Million   GBP'Million 
 
Deferred tax 
Balance at 1 January                                                             314.8          78.1          78.1 
Charge through the consolidated statement of comprehensive income               (24.2)         129.7         232.6 
Arising on acquisitions during the year                                            1.2             -           4.1 
                                                                                        ------------ 
 
Balance at 31 December                                                           291.8         207.8         314.8 
                                                                                        ============ 
 

Included within the deferred tax current year charge is a credit of GBPnil (30 June 2013: GBP0.6 million credit and 31 December 2013: GBP1.7 million credit) relating to share based payments.

-63-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

4. INCOME TAXES (continued)

 
                                                         6 Months             6 Months              12 Months 
                                                            Ended                Ended                  Ended 
                                                          30 June              30 June            31 December 
Reconciliation of tax charge                                 2014                 2013                   2013 
                                                      GBP'Million          GBP'Million            GBP'Million 
 
Profit before tax                                           110.4                249.5                  461.2 
Tax attributable to policyholders' returns*                (28.0)              (159.4)                (270.5) 
Profit before tax attributable to shareholders' 
 returns                                                     82.4                 90.1                  190.7 
 
Shareholder tax charge at corporate tax rate of 
 21.5% (2013: 23.25%)                                        17.7   21.5%         21.0    23.3%          44.3    23.3% 
 
Adjustments: 
Tax regime differences 
Difference due to overseas subsidiaries                     (0.6)                (1.5)                  (2.4) 
                                                            (0.6)  (0.7%)        (1.5)   (1.7%)         (2.4)     1.3% 
Other 
Creation of deferred tax asset in group company 
 capital losses                                             (0.8)               (38.4)                 (27.9) 
Disallowed expenses                                           0.6                  2.2                    1.4 
Share options                                               (1.5)                    -                  (2.7) 
Adjustment in respect of prior year                           0.8                  1.1                    0.8 
Other                                                         0.1                (2.5)                  (1.1) 
                                                            (0.8)  (1.0%)       (37.6)  (41.7%)        (29.5)  (15.5%) 
 
Change in tax rate                                              -      -%            -       -%        (12.0)   (6.3%) 
 
Shareholder tax charge/(credit)                              16.3   19.8%       (18.1)  (20.1)%           0.4     0.2% 
 
Policyholder tax charge                                      28.0                159.4                  270.5 
 
Total tax charge for the period                              44.3                141.3                  270.9 
 

* Profit before tax attributable to policyholder returns is equal to the policyholder tax charge

-64-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

5. BUSINESS COMBINATIONS

During the period the Group acquired 100% of the share capital in the following principal subsidiaries in line with the Group's strategic objective of growing the Partnership:

 
 Subsidiary undertaking                              Principal Activity  Country of Incorporation  Date of Acquisition 
 PFPTime Ltd                                                       IFA*            United Kingdom      24 January 2014 
 G.M.B Financial Services Limited                           Non-trading            United Kingdom      24 January 2014 
 Henley Wealth Management International Pte Limited     Holding Company                 Singapore         10 June 2014 
 International Protection Group Pte Limited           General Insurance                 Singapore         10 June 2014 
 The Henley Group Limited                                          IFA*                 Hong Kong         10 June 2014 
 The Henley Group Pte Limited                                      IFA*                 Singapore         10 June 2014 
 THG Wealth Management Limited                          UK Distribution            United Kingdom         10 June 2014 
 Henley Wealth Management Limited                       Holding Company                 Hong Kong         10 June 2014 
 The Henley Group (Shanghai) Limited                        Consultancy                     China         10 June 2014 
 
   *    Independent Financial Adviser 

Acquisition-related costs of GBP0.1 million have been charged to administrative expenses in the consolidated income statement for the period ended 30 June 2014.

PFP Group

The PFP Group acquisition contributed GBP0.3 million to revenue and a GBP0.1 million loss before income tax for the period between the acquisition date and the statement of financial position date.

The net assets, fair value adjustments and consideration for these acquisitions are summarised below (all values shown as at their acquisition dates):

 
                             Book value  Fair value adjustment        Total 
                            GBP'Million            GBP'Million  GBP'Million 
 
Financial assets                    0.1                    1.8          1.9 
Cash and cash equivalents           0.4                      -          0.4 
Financial liabilities             (1.5)                      -        (1.5) 
 
Total                             (1.0)                    1.8          0.8 
 
Consideration 
Cash consideration                                                      0.5 
Contingent consideration                                                0.3 
Total consideration                                                     0.8 
 

The contingent consideration is payable if certain performance targets are met, being based on the individual Partner performances. It is expected this will be paid in full with no changes to the amount initially recognised. The carrying amount of the contingent consideration at the statement of financial position date is GBP0.3 million. Of the remaining balance to be settled, the Group expects that GBP0.15 million will be settled by 24 April 2015 and another GBP0.15 million settled by 24 April 2016.

-65-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

5. BUSINESS COMBINATIONS (continued)

The Henley Group

The Henley Group acquisition contributed GBP0.1 million to revenue and a GBP0.3 million loss before income tax for the period between the acquisition date and the statement of financial position date. Had the above acquisitions been consolidated from 1 January 2014, they would have contributed GBP1.8 million to revenue and a GBP0.4 million loss before income tax to the consolidated statement of income for the period.

The net assets, fair value adjustments and consideration for these acquisitions are summarised below (all values shown as at their acquisition dates):

 
                             Book value  Fair value adjustment        Total 
                            GBP'Million            GBP'Million  GBP'Million 
 
Financial assets                    0.6                    4.6          5.2 
Cash and cash equivalents             -                      -            - 
Financial liabilities                 -                      -            - 
 
Total                               0.6                    4.6          5.2 
 
Consideration 
Cash consideration                                                      7.1 
Contingent consideration                                                8.2 
Total consideration                                                    15.3 
 
Goodwill                                                               10.1 
 

Goodwill comprises of the value placed on the Asian distribution network being acquired and the local experience and knowledge that The Henley Group holds across these regulatory jurisdictions.

Of the GBP8.2 million total contingent consideration, GBP6.9 million is payable if certain performance targets are met, being based on the number of advisors engaged and GBP1.3 million is payable to employees and consultants of The Henley Group for continued services being rendered to the Group. It is expected these will be paid in full with no changes to the amount initially recognised, however, should the target number of advisors not be met the contingent consideration will decrease on a pro-rata basis. The carrying amount of the contingent consideration at the statement of financial position date is GBP8.2 million. Of the remaining balance to be settled, the Group expects that GBP3.4 million will be settled by 31 August 2015, GBP1.3 million settled by 30 June 2017 and GBP3.5 million settled by 28 February 2017.

-66-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

6. EARNINGS PER SHARE

 
                               6 Months   6 Months      12 Months 
                                  Ended      Ended          Ended 
                                30 June    30 June    31 December 
                                   2014       2013           2013 
                              ---------  ---------  ------------- 
                                  Pence      Pence          Pence 
 
 Basic earnings per share          12.9       21.3           37.4 
 
 Diluted earnings per share        12.7       21.0           36.7 
                              =========  =========  ============= 
 

The calculation of diluted earnings per share is based on the following figures:

 
                                                                           6 Months      6 Months      12 Months 
                                                                              Ended         Ended          Ended 
                                                                            30 June       30 June    31 December 
                                                                               2014          2013           2013 
                                                                       ------------  ------------  ------------- 
                                                                        GBP'Million   GBP'Million    GBP'Million 
 Earnings 
 Profit after tax (for both basic and diluted EPS)                             66.1         108.2          190.3 
 
                                                                            Million       Million        Million 
 Weighted average number of shares 
 Weighted average number of ordinary shares in issue (for basic EPS)          513.0         507.3          509.4 
 Adjustments for outstanding share options                                      8.9           7.1            9.2 
                                                                       ------------  ------------  ------------- 
 
 Weighted average number of ordinary shares (for diluted EPS)                 521.9         514.4          518.6 
                                                                       ============  ============  ============= 
 

7. DIVIDENDS

The following dividends have been paid by the Company:

 
                                                             6 Months      6 Months      12 Months 
                                                                Ended         Ended          Ended 
                                                              30 June       30 June    31 December 
                                                                 2014          2013           2013 
                                                         ------------  ------------  ------------- 
                                                          GBP'Million   GBP'Million    GBP'Million 
 
 2012 final dividend - 6.39 pence per ordinary share                -          32.6           32.6 
 2013 interim dividend - 6.38 pence per ordinary share              -             -           32.7 
 2013 final dividend - 9.58 pence per ordinary share             49.4             -              - 
                                                                                     ------------- 
 
 Total dividends paid                                            49.4          32.6           65.3 
                                                         ============  ============  ============= 
 
 

The Directors have resolved to pay an interim dividend of 8.93 pence per share (30 June 2013: 6.38 pence). This amounts to GBP46.3 million (30 June 2013: GBP32.7 million) and will be paid on 24 September 2014 to shareholders on the register at 29 August 2014.

-67-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

8. ASSETS HELD TO COVER LINKED LIABILITIES AND THIRD PARTY HOLDINGS IN UNIT TRUSTS

Included within the balance sheet are the following assets and liabilities which represent the net assets held to cover linked liabilities and those attributable to third party holdings in unit trusts (UTMI). The difference between these assets and liabilities and those shown in the consolidated balance sheet represents assets and liabilities held outside the unit-linked funds and the UTMI.

 
                                                    30 June      30 June  31 December 
                                                       2014         2013         2013 
                                                GBP'Million  GBP'Million  GBP'Million 
Assets 
Investment property                                   848.5        604.2        732.7 
Investments 
- Equities                                         31,671.9     25,745.4     29,614.8 
- Fixed income securities                           5,997.4      5,570.8      5,897.9 
- Investment in Collective Investment Schemes       2,790.6      2,718.5      2,718.3 
- Currency forwards                                    65.4         67.7         97.7 
- Interest rate swaps                                   7.6          8.1          8.6 
- Total return swaps                                   16.5            -            - 
- Contract for differences                             28.2         18.9         29.4 
- Other derivatives                                     7.9          3.8          7.2 
Other receivables                                     426.4        380.6        324.1 
Other receivables eliminated on consolidation         118.2         88.6        151.9 
Cash and cash equivalents                           4,527.9      3,120.7      3,648.6 
Total assets                                       46,506.5     38,327.3     43,231.2 
 
Liabilities 
Financial liabilities 
- Currency forwards                                    20.8         49.6         49.4 
- Interest rate swaps                                   9.9         40.9         11.8 
- Total return swaps                                   16.5            -            - 
- Contract for differences                             19.9         22.2         24.8 
- Other derivatives                                     2.1          7.7          1.8 
Other payables                                        439.8        193.9        241.6 
Other payables eliminated on consolidation            144.5        121.2        216.2 
Total liabilities                                     653.5        435.5        545.6 
 
Net assets held to cover linked liabilities        45,853.0     37,891.8     42,685.6 
 

Net assets held to cover linked liabilities and third party holdings in unit trusts are considered to have a maturity of up to one year since the corresponding unit liabilities are repayable and transferable on demand.

9. DEFERRED ACQUISITION COSTS

 
                                            30 June      30 June  31 December 
                                               2014         2013         2013 
                                       ------------ 
                                        GBP'Million  GBP'Million  GBP'Million 
 
Life business - insurance DAC                   1.3          2.5          1.5 
Life business - investment DAC                663.8        729.4        695.9 
Unit Trust business - investment DAC          184.8        196.8        191.4 
                                       ------------ 
 
Total deferred acquisition costs              849.9        928.7        888.8 
                                       ============ 
 
 

Amortisation of deferred acquisition costs is charged within the fees, commission and other acquisition costs line in the statement of comprehensive income.

-68-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

10. DEFERRED TAX ASSETS

 
                                              30 June       30 June   31 December 
                                                 2014          2013          2013 
                                         ------------  ------------  ------------ 
                                          GBP'Million   GBP'Million   GBP'Million 
 
 Life business - unrelieved expenses             69.5          78.0          73.7 
 Life business - pension business                   -           5.7             - 
 Life business - deferred income                 20.9          34.4          23.7 
 Unit Trust business - deferred income           47.3          56.3          48.2 
 Capital losses on liquidations                  24.4          38.4          27.9 
 Other                                            8.4           8.3           8.3 
                                         ------------  ------------  ------------ 
 
 Total deferred tax assets                      170.5         221.1         181.8 
                                         ============  ============  ============ 
 

The Group, from time to time, reviews the possibility of removing companies from its Group structure that are no longer necessary for its business operations. Depending on the history of the companies involved, it is possible that a capital loss may arise. Should such a loss crystallise, the Group will create a tax asset, the impact of which could potentially be material in future periods.

11. OTHER PROVISIONS

 
                               30 June       30 June   31 December 
                                  2014          2013          2013 
                          ------------  ------------  ------------ 
                           GBP'Million   GBP'Million   GBP'Million 
 
 At beginning of period            9.7           9.2           9.2 
 Movement in the period              -           0.4           0.5 
                          ------------  ------------  ------------ 
 
 At end of period                  9.7           9.6           9.7 
                          ============  ============  ============ 
 
 

Other Provisions at 30 June 2014 consist of GBP9.3 million in respect of self-insured liabilities (30 June 2013: GBP8.6 million and 31 December 2013: GBP9.3 million), GBPnil (30 June 2013: GBP0.6 million and 31 December 2013: GBPnil) to meet obligations arising as a result of unutilised property and GBP0.4 million (30 June 2013: GBP0.4 million and 31 December 2013: GBP0.4 million) in respect of the costs of redress for endowment business.

As set out more fully in the summary of principal risks and uncertainties on page 40, the Group could in the course of its business be subject to legal proceedings and/or regulatory activity. Should such an event arise, the Board would consider their best estimate of the amount required to settle the obligation and, where appropriate and material, establish a provision. While there can be no assurances that circumstances won't change, based upon information currently available to them, the Directors do not believe there is any possible activity or event that could have a material adverse effect on the Group's financial position.

12. DEFERRED TAX LIABILITIES

 
                                               30 June       30 June   31 December 
                                                  2014          2013          2013 
                                          ------------  ------------  ------------ 
                                           GBP'Million   GBP'Million   GBP'Million 
 
 On deferred acquisition costs                   159.1         201.6         168.0 
 On acquired value of in-force business            7.7           9.6           8.0 
 In respect of unit linked funds                 287.9         213.3         314.1 
 On renewal income                                 4.5             -           3.3 
 Other                                             3.1           4.3           3.2 
                                          ------------  ------------  ------------ 
 
 Total deferred tax liabilities                  462.3         428.8         496.6 
                                          ============  ============  ============ 
 
 

The Group, from time to time, reviews the possibility of removing companies from its Group structure that are no longer necessary for its business operations. Depending on the history of the companies involved it is possible that a capital gain may arise. Should such a gain crystallise, the Group will provide for the tax liability, the impact of which could potentially be material in future periods.

-69-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

13. DEFERRED INCOME

 
                              30 June       30 June   31 December 
                                 2014          2013          2013 
                         ------------  ------------  ------------ 
                          GBP'Million   GBP'Million   GBP'Million 
 
 Life business                  263.9         334.2         297.3 
 Unit Trust business            236.5         244.8         241.3 
                         ------------  ------------  ------------ 
 
 Total deferred income          500.4         579.0         538.6 
                         ============  ============  ============ 
 
 

14. FAIR VALUE MEASUREMENT

Fair value estimation

Financial instruments, which are held at fair value in the balance sheet, are required to have disclosed their fair value measurements by level of the following fair value measurement hierarchy:

   --     Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). 

-- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

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

The following table presents the Group's assets and liabilities measured at fair value:

30 June 2014

 
                                                      Level 1       Level 2       Level 3         Total 
                                                                                                balance 
                                                 GBP' Million  GBP' Million  GBP' Million  GBP' Million 
Financial assets and investment property: 
Investment property                                                                 848.5         848.5 
Equities                                             31,671.9                                  31,671.9 
Fixed income securities                                             6,066.7                     6,066.7 
 
Investment in Collective Investment Schemes           3,293.8                         1.2       3,295.0 
Derivative financial instruments                                      125.6                       125.6 
Other receivables                                                                    23.1          23.1 
Cash & cash equivalents                               4,527.8                                   4,527.8 
 
 
Total financial assets and investment property       39,493.5       6,192.3         872.8      46,558.6 
 
Financial liabilities: 
Investment contract benefits                                       35,812.9                    35,812.9 
Derivative financial instruments                                       69.2                        69.2 
Net asset value attributable to unit holders          9,598.0                                   9,598.0 
 
Total financial liabilities                           9,598.0      35,882.1             -      45,480.1 
 
 

-70-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

14. FAIR VALUE MEASUREMENT (continued)

30 June 2013

 
                                                    Level 1       Level 2       Level 3         Total 
                                                                                              balance 
                                               GBP' Million  GBP' Million  GBP' Million  GBP' Million 
Financial assets: 
Equities                                           25,745.4                                  25,745.4 
Fixed income securities                                           5,654.0                     5,654.0 
 
Investment in Collective Investment Schemes         3,124.6                         1.7       3,126.3 
Derivative financial instruments                                     98.5                        98.5 
Cash & cash equivalents                             3,120.7                                   3,120.7 
 
Total financial assets                             31,990.7       5,752.5           1.7      37,744.9 
 
Financial liabilities: 
Investment contract benefits                                     30,733.1                    30,733.1 
Derivative financial instruments                                    120.4                       120.4 
Net asset value attributable to unit holders        6,809.3                                   6,809.3 
 
Total financial liabilities                         6,809.3      30,853.5             -      37,662.8 
 
 

31 December 2013

 
                                                      Level 1       Level 2       Level 3         Total 
                                                                                                balance 
                                                 GBP' Million  GBP' Million  GBP' Million  GBP' Million 
Financial assets and investment property: 
Investment property                                                                 732.7         732.7 
Equities                                             29,614.8                                  29,614.8 
Fixed income securities                                             5,965.7                     5,965.7 
 
Investment in Collective Investment Schemes           3,243.0                         1.3       3,244.3 
Derivative financial instruments                                      142.9                       142.9 
Other receivables                                                                    16.6          16.6 
Cash & cash equivalents                               3,648.6                                   3,648.6 
 
 
Total financial assets and investment property       36,506.4       6,108.6         750.6      43,365.6 
 
Financial liabilities: 
Investment contract benefits                                       33,717.5                    33,717.5 
Derivative financial instruments                                       87.8                        87.8 
Net asset value attributable to unit holders          8,535.4                                   8,535.4 
 
Total financial liabilities                           8,535.4      33,805.3             -      42,340.7 
 
 

The fair value of financial instruments traded in active markets is based on quoted bid prices at the balance sheet date. These instruments are included in Level 1. Instruments included in Level 1 comprise primarily listed equity instruments.

-71-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

14. FAIR VALUE MEASUREMENT (continued)

The Group closely monitors the valuation of assets in markets that have become less liquid. Determining whether a market is active, requires the exercise of judgement and is determined based upon the facts and circumstances of the market for the instrument being measured. Where it is determined that there is no active market, fair value is established using a valuation technique. The techniques applied incorporate relevant information available and reflect appropriate adjustments for credit and liquidity risks. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. The relative weightings given to differing sources of information and the determination of non-observable inputs to valuation models can require the exercise of significant judgement.

If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Note that all of the resulting fair value estimates are included in Level 2, except for certain equities and investments in Collective Investment Schemes (CIS) and investment properties as detailed below.

Specific valuation techniques used to value Level 2 financial assets and liabilities include:

   --     The use of observable prices for identical current arm's length transactions. 

Specific valuation techniques used to value Level 3 financial assets and liabilities include:

   --     The use of observable prices for recent arm's length transactions. 

-- Other techniques, such as discounted cash flow and historic lapse rates, are used to determine fair value for the remaining financial instruments.

There were no transfers between Level 1 and Level 2 during the year. Should it be assessed that an active market no longer exists, a transfer between Level 1 and Level 2 fair value measurement hierarchies will be considered.

Transfers into and out of level 3 portfolios

Transfers out of level 3 portfolios arise when inputs that could have a significant impact on the instrument's valuation become market observable; conversely, transfers into the portfolios arise when consistent sources of data cease to be available.

Transfers in of certain equities and investments in Collective Investment Schemes (CIS) occur when asset valuations can no longer be obtained from an observable market price, i.e. become illiquid, in liquidation, suspended etc. The converse is true if an observable market price becomes available.

The following table presents the changes in Level 3 financial assets at fair value through the profit and loss:

 
                                                                                     30 June      30 June  31 December 
                                                                                        2014         2013         2013 
                                                                                              ----------- 
                                                                                 GBP'Million  GBP'Million  GBP'Million 
 
Opening balance                                                                        750.6          1.6          1.6 
Transfer into Level 3                                                                      -          0.2        597.8 
Additions during the year                                                               93.2            -        213.8 
Disposed during the year                                                              (17.6)        (0.1)       (67.7) 
Gains recognised in the income statement                                                46.6            -          5.1 
                                                                                              ----------- 
 
Closing balance                                                                        872.8          1.7        750.6 
                                                                                              =========== 
 
Total gains for the year included in profit or loss for assets held at the end 
 of the reporting 
 period                                                                                 47.1          0.1          4.8 
 

-72-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

14. FAIR VALUE MEASUREMENT (continued)

Additions include GBP85.4 million of investment properties and GBP7.8 million of renewal income. Realised and unrealised gains/(losses) recognised in the statement of comprehensive income are included within investment return for certain equities and investments in Collective Investment Schemes and investment property, and within administration expenses for the renewal income.

Sensitivity of Level 3 valuations

The valuation of certain equities and investments in Collective Investment Schemes (CIS) are based on the latest observable price available. Whilst such valuations are sensitive to estimates, it is believed that changing the price applied to a reasonably possible alternative would not change the fair value significantly.

The renewal income valuation of GBP23.1 million (included within other receivables on the balance sheet) is based on discounted cash flows and historic lapse rates. The effect of applying reasonably possible alternative assumptions of a movement of 100bps on the discount rate and a 10% movement in the lapse rate would result in an unfavourable change in valuation of GBP2.3 million and a favourable change in valuation of GBP2.6 million, respectively.

The investment property valuation has been prepared using the 'market approach' valuation technique - using prices and other relevant information generated by market transactions involving identical or comparable (i.e. similar) assets, as such it is again believed that changing the price applied to a reasonably possible alternative would not change the fair value significantly. Moreover, any change in the value of investment property is matched by the associated movement in the policyholder liability and therefore would not impact on the shareholder net assets.

15. SHARE CAPITAL

 
                                Number of   Share Capital 
                          Ordinary Shares 
                        -----------------  -------------- 
                                              GBP'Million 
 
At 30 June 2013               513,780,733            77.1 
- Exercise of options           1,435,250             0.2 
                        -----------------  -------------- 
 
At 31 December 2013           515,215,983            77.3 
- Exercise of options           3,310,790             0.5 
                        -----------------  -------------- 
 
At 30 June 2014               518,526,773            77.8 
                        =================  ============== 
 
 

The total authorised number of ordinary shares is 605 million (2013: 605 million), with a par value of 15 pence per share (2013: 15 pence per share). All issued shares are fully paid.

16. RELATED PARTY TRANSACTIONS

Transactions with St. James's Place unit trusts

In respect of the non-consolidated St. James's Place managed unit trusts that are held as investments in the St. James's Place life and pension funds, there was income recognised of GBP4.9 million (30 June 2013: GBP30.7 million and 31 December 2013: GBP16.1 million) and the total value of transactions with those non-consolidated unit trusts was GBP21.0 million (30 June 2013: GBP53.1 million and 31 December 2013: GBP32.1 million). Net management fees receivable from these unit trusts amounted to GBP10.0 million (30 June 2013: GBP13.8 million and 31 December 2013: GBP19.4 million). The value of the investment into the non-consolidated unit trusts at 30 June 2014 was GBP107.9 million (30 June 2013: GBP270.7 million and 31 December 2013: GBP92.2 million).

-73-

NOTES TO THE IFRS BASIS FINANCIAL STATEMENTS (continued)

17. STATUTORY ACCOUNTS

The financial information shown in this publication is unaudited and does not constitute statutory accounts. The comparative figures for the financial year ended 31 December 2013 are not the Company's statutory accounts for the financial year. Those accounts have been reported on by the Company's auditors and delivered to the Registrar of Companies.

The report of the auditors was unqualified and did not include a reference to any matter to which the auditors drew attention to, by way of emphasis without qualifying their report, and did not contain a statement under section 498 of the Companies Act 2006.

18. APPROVAL OF HALF YEAR REPORT

These condensed consolidated half year financial statements were approved by the Board of Directors on 28 July 2014.

-74-

INDEPENDENT REVIEW REPORT TO ST. JAMES'S PLACE PLC

Report on the condensed consolidated half year financial statements

Our conclusion

We have reviewed the condensed consolidated half year financial statements, defined below, in the half year report of St. James's Place plc for the six months ended 30 June 2014. Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated half year financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

This conclusion is to be read in the context of what we say in the remainder of this report.

What we have reviewed

The condensed consolidated half year financial statements, which are prepared by St. James's Place plc, comprise:

   --     the condensed consolidated statement of financial position as at 30 June 2014; 
   --     the condensed consolidated statement of comprehensive income for the period then ended; 
   --     the condensed consolidated statement of cash flows for the period then ended; 
   --     the condensed consolidated statement of changes in equity for the period then ended; and 
   --     the explanatory notes to the condensed consolidated half year financial statements. 

As disclosed in note 2, 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.

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

What a review of condensed consolidated half year 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 Ireland) 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 year report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated half year financial statements.

-75-

Responsibilities for the condensed consolidated half year financial statements and the review

Our responsibilities and those of the directors

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

Our responsibility is to express to the company a conclusion on the condensed consolidated half year financial statements in the half year 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 and Transparency Rules of the 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.

PricewaterhouseCoopers LLP

Chartered Accountants

28 July 2014

London

Notes:

(a) The maintenance and integrity of the St. James's Place plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

(b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

-76-

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF

THE HALF YEAR FINANCIAL REPORT

The Directors confirm that this consolidated interim financial information has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:

-- an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-- material related-party transactions in the first six months and any material changes in the related party transactions described in the last Annual Report.

The Directors of St. James's Place plc are listed in the St. James's Place plc Annual Report for 31 December 2013. A list of current Directors is maintained on the St. James's Place plc website: www.sjp.co.uk

By order of the Board:

   D Bellamy                                                                               A Croft 

Chief Executive Chief Financial Officer

28 July 2014 28 July 2014

This information is provided by RNS

The company news service from the London Stock Exchange

END

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