TIDMPROG
RNS Number : 4568K
Pro Global Insurance Solutions PLC
21 September 2016
Half Yearly Report
Pro Global Insurance Solutions PLC
21 September 2016
Pro Global Insurance Solutions plc
Unaudited interim results for the six months ended 30 June
2016
Pro Global Insurance Solutions plc (the "Company" or "Pro")
today announces unaudited interim results for the six months ended
30 June 2016.
Pro is a specialist outsourcing and consulting service provider
to the global insurance and reinsurance industry.
Highlights of interim results
-- Delivery of "Client First" strategy on track
-- An increase of 8% in revenue over the same period in 2015
-- Growth in net margin to 6% compared to the 3% for the same period in 2015.
6 months 6 months
30 Jun 30 Jun
2016 2015
(unaudited) (unaudited)
GBP000's GBP000's
===================================== ============= =============
Revenue from Core business 13,322 12,305
Gross Profit 5,620 5,443
Operating Profit 79 90
Consolidated Profit before taxation 768 377
======================================= ============= =============
During first half of 2016 revenues grew by 8% on the comparable
period last year. Pro has been successful in attracting new
revenues across all products groups which have replaced the
naturally declining legacy revenues from existing contracts. Pro
has invested in revenue-generating capabilities in anticipation of
further growth during the second half of the year. This resulted in
gross profit growth by 3%, slightly behind the revenues. The
operating overheads were maintained virtually flat as savings in
support functions are reinvested in business development.
Pro is continuing to develop its US platform where we see a vast
market for Pro's service proposition. The client base in the US is
growing comprising both, London Market insurers operating in the
US, as well as local specialist insurers and reinsurers. Current
delivery focuses on technical outsourcing and operational
consulting services, while the team is also working on launching a
new legacy solutions strategy in the US market,
Pro continues to be well positioned to capture opportunities
created by ongoing change in the global insurance and reinsurance
markets, driven by regulatory, capital, pricing pressures and now
Brexit in the UK.
Pro also announced the appointment of Andrew Donnelly to the
Board of Pro Global Insurance Solutions as Finance Director,
effective 1(st) September 2016. Andrew has carried out the role of
Chief Financial Officer since September 2015, prior to which Andrew
held the position within the Company of Group Financial
Controller.
Artur Niemczewski, CEO of Pro Global Insurance Solutions Plc,
commented: "During first half of 2016 the Pro team continued to
make steady progress in delivering the Client First strategy,
developing and strengthening client relationships across all four
business lines. The progress made is a testament to the commitment
and dedication of the Pro team as well as tremendous support from
Pro's clients"
Enquiries:
Artur Niemczewski, Chief Executive Officer,
Pro Global Insurance Solutions plc 020 7068 8123
Guy Wiehahn, Peel Hunt (nominated adviser
and broker) 020 7418 8900
__________________________________________________________________________
Notes to Editors
About Pro plc
Pro plc is a specialist in the provision of operational
outsourcing and consulting services, focusing solely on the global
insurance and reinsurance industry. Our mission is to create value
for our clients at each stage of their operations, by enabling them
to focus on what they do best and helping them improve their
operations. Our core purpose is to be the trusted delivery partner
for the operations that matter to our clients.
Pro plc operates across the entire spectrum of client needs,
from market entry to exit; from live to legacy business. We are
best known for our ability to manage the operations that matter
most to our clients and have been involved with some of the biggest
and most complex assignments in the market. Examples include a cost
reduction programme for a global reinsurer through centralisation
of its operations from 15 to 2 locations and the management of over
25 legacy portfolios with collective liabilities in excess of
$5bn.
We add value in four main areas:
-- Risk, Audit and Compliance: internal and external audits
including peer reviews and cover holder audits; providing risk
management and compliance frameworks to ensure compliance within a
changing regulatory environment
-- Operational consulting: helping improve the efficiency and
effectiveness of client operations and manage major change
-- Technical outsourcing: providing underwriting, claims and
technical accounting support to complement internal teams; client
sectors include risk carriers, brokers and MGAs
-- Legacy solutions: managing discontinued business through
outsourcing or consulting to extract maximum value and enable
clients to focus on core business activities; client sectors
include risk carriers and brokers
Our people are industry practitioners with many years of
experience of running often complex reinsurance and insurance
operations. As experienced professionals, we can be trusted to use
our initiative, blending easily with our clients' ways of working
and becoming effectively an extension of their teams.
Pro plc is a global company, operating from offices in London,
New York, Cologne, Zurich, and Buenos Aires, supported by
operational centres in Gloucester (UK), York (US) and Sundern
(Germany). Our local knowledge and global expertise ensures we
provide a cost-efficient, round the clock service to support our
clients' operations wherever they might be.
Pro plc comprises Pro Insurance Solutions Ltd, Pro IS Inc., the
Chiltington Group and STRIPE as well as Assekuranz Service-und
Sachverständigengesellschaft mbH, a leading German disability
claims management company. Pro plc also owns 30% of Asta, the
leading Lloyd's turnkey managing agency.
Pro plc is listed on the AIM market.
For more information, visit our website:
www.pro-global.com/investor-relations
Interim results
Pro Global Insurance Solutions plc (the "Company" or "Pro") is a
specialist outsourcing and consulting service provider addressing
complex operational needs of global insurers and reinsurers;.
In 2014 Pro launched its "Client First" strategy which:
-- Defined and launched Pro client's value proposition, aiming
to enhance Pro's reputation and market position;
-- Organised the business into two principal activities
(consulting and outsourcing) and four client-centric business
lines;
a. Risk audit and compliance (consulting)
b. Operational consulting
c. Technical outsourcing
d. Legacy solutions (outsourcing)
-- Focused Pro's sales activities on expanding its client base
and broadening existing relationships, seeking long-term
high-margin revenue sources. This is evidenced by a strong and more
diverse pipeline; and
-- Addressed Pro's costs to ensure an appropriate alignment of
costs with revenues and repositioning internal resources onto
revenue-generating client activities.
During 2016 Pro has continued to invest in talent and capability
across the group building greater potential for further value
creation. The Pro brand has maintained its excellent progress in
gaining further recognition in the market attracting new clients
and talent.
During first half of 2016 revenues grew by 8% on the comparable
period last year. Pro has been successful in attracting new
revenues across all products groups which have replaced the
naturally declining legacy revenues from existing contracts. Pro
has invested in revenue-generating capabilities in anticipation of
further growth during the second half of the year. This resulted in
gross profit growth by 3%, slightly behind the revenues. The
operating overheads were maintained virtually flat as savings in
support functions are reinvested in business development.
Pro is continuing to develop its US platform where we see a vast
market for Pro's service proposition. The client base in the US is
growing comprising both, London Market insurers operating in the
US, as well as local specialist insurers and reinsurers. Current
delivery focuses on technical outsourcing and operational
consulting services, while the team is also working on launching a
new legacy solutions strategy in the US market,
Pro continues to be well positioned to capture opportunities
created by ongoing change in the global insurance and reinsurance
markets, driven by regulatory, capital, pricing pressures and now
Brexit in the UK.
"During first half of 2016 the Pro team continued to make steady
progress in delivering the Client First strategy, developing and
strengthening client relationships across all four business lines.
The progress made is a testament to the commitment and dedication
of the Pro team as well as tremendous support from Pro's
clients"
6 months 6 months
30 Jun 30 Jun
2016 2015
(unaudited) (unaudited)
GBP000's GBP000's
===================================== ============= =============
Revenue from Core business
Consulting 3,818 3,792
Outsourcing 9,215 7,569
Other 289 944
======================================= ============= =============
Total 13,322 12,305
Direct Costs (7,702) (6,862)
Gross Profit 5,620 5,443
Gross Margin 42% 44%
Operating Overheads (5,482) (5,293)
Interest (59) (60)
======================================= ============= =============
Operating Profit 79 90
Non-Operating expenses (229) (375)
======================================= ============= =============
Total Operating loss including
non-operating items (150) (285)
======================================= ============= =============
Net Gain from investing activities 918 662
Consolidated Profit before taxation 768 377
======================================= ============= =============
Group results show a GBP79 thousand operating profit for the
interim period compared to an operating Profit of GBP90 thousand in
the 1(st) half of 2015. Total profit for the group was GBP0.8
million compared to GBP0.4 million profit in the comparative
period.
In 2015 Pro started to focus on implementing its long-term
"Client First" growth strategy and has begun to see encouraging
results. The 2016 results show revenue growth of 8% with strong
growth in outsourcing revenue, up 22% on the same period in 2015.
New outsourcing revenue has been offset in part by the natural
decline in revenue from the closed books of business which
continues to run off. Gross margins have reduced marginally year on
year as we have continued to invest in our capabilities and
resources ahead of the growth in revenues.
Operating overheads have marginally increased year on year as
additional property expenses are incurred through expansion, with
other costs remaining flat year on year.
In January 2012, Pro acquired a 33% interest in Asta, the
leading turnkey managing agency Services Company in Lloyd's. Asta
continues to perform strongly with Pro's share of their results
contributing GBP1.0 million and GBP0.7 million to the Group results
in the six month periods to 30 June 2016 and 30 June 2015
respectively. Asta paid preference share dividends of GBP0.1
million (for Pro's 33% share) in 2016 and re-purchased GBP1.7
million of preference shares reducing Pro's holding to GBP2.3
million at 30 June 2016.
Condensed consolidated income statement
For the period ended 30 June 2016
6 months 6 months
30 Jun 30 Jun
2016 2015
(unaudited) (unaudited)
Notes GBP000's GBP000's
======================================== ====== ============= ===============
Continuing operations
Revenue 13,322 12,305
Expenses (13,413) (12,530)
Other income/(expenses) 116 221
======================================== ====== ============= ===============
Results of operating activities 25 (4)
Share of results of associate 994 647
Finance costs (251) (266)
======================================== ====== ============= ===============
Profit before taxation 768 377
Taxation (134) -
======================================== ====== ============= ===============
Profit for the period from continuing
operations 634 377
Profit after taxation 634 377
======================================== ====== ============= ===============
Profit for the period from continuing
operations 634 377
Profit for the period attributable
to owners of the Company 634 377
======================================== ====== ============= ===============
Results for the period from continuing
operations - -
Results for the period attributable
to non-controlling interests - -
======================================== ====== ============= ===============
Profit for the period 634 377
======================================== ====== ============= ===============
Earnings per share
From continuing and discontinued
operations
Basic: Ordinary shares (pence
per share) 6 0.56 0.33
Diluted: Ordinary shares (pence
per share) 6 0.54 0.32
======================================== ====== ============= ===============
From continuing operations
Basic: Ordinary shares (pence
per share) 6 0.56 0.33
Diluted: Ordinary shares (pence
per share) 6 0.54 0.32
======================================== ====== ============= ===============
Condensed consolidated statement of comprehensive income
For the period ended 30 June 2016
6 months 6 months
30 Jun 30 Jun
2016 2015
(unaudited) (unaudited)
GBP000's GBP000's
======================================= ============= =============
Profit before taxation 634 377
Other comprehensive (losses)/income
Items that may be reclassified
subsequently to profit or loss
Currency translation differences 98 (108)
========================================= ============= =============
Total comprehensive income for
the period 732 269
========================================= ============= =============
Profit for the period from continuing
operations 732 269
Total comprehensive income for
the period attributable to owners
of the Company 732 269
========================================= ============= =============
Results for the period from continuing
operations - -
Results for the period attributable
to non-controlling interests - -
=======================================
Total comprehensive income for
the period 732 269
================================== ==== ====
Condensed consolidated statement of financial position
As at 30 June 2016
30 Jun 2016 31 Dec 2015
(unaudited)
Notes GBP000's GBP000's
======================================================= ======= ============= =============
ASSETS
Non-current assets
Property, plant and equipment 1,112 1,119
Goodwill 5,117 5,117
Other intangible assets 414 226
Interest in associate 5,938 6,645
12,581 13,107
=============================================================== ============= =============
Current assets
Loans and receivables including insurance receivables 6,481 8,765
Financial assets - investments 35 35
Cash and cash equivalents 6,968 4,839
13,484 13,639
=============================================================== ============= =============
Total assets 26,065 26,746
================================================================ ============= =============
EQUITY AND LIABILITIES
Equity attributable to owners of the Company
Share capital 2,267 2,264
Other reserves 3,419 3,321
Retained earnings 4,048 3,414
================================================================ ============= =============
Total equity 9,734 8,999
================================================================ ============= =============
Non-current liabilities
Financial liabilities - borrowings 7,440 3,162
7,440 3,162
=============================================================== ============= =============
Current liabilities
Financial liabilities - borrowings 2,144 7,607
Other liabilities 6,747 6,978
8,891 14,585
=============================================================== ============= =============
Total liabilities 16,331 17,747
================================================================ ============= =============
Total equity and liabilities 26,065 26,746
================================================================ ============= =============
Condensed consolidated statement of changes in equity
As at 30 June 2016
Share
Share based Capital
Share premium payments redemption Translation Retained Non-controlling Total
capital reserve reserve reserve reserve earnings Total interest Equity
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
=============== ========== ========== ========== ============ ============= ========== ========== ================= ==========
Balance at 1
January 2015 2,264 - 2,730 255 421 2,187 7,857 - 7,857
Comprehensive
Profit
Profit for the
period - - - - - 377 377 - 377
Other
comprehensive
losses
Currency
translation
differences - - - - (108) - (108) - (108)
Total
comprehensive
(loss)/profit
for the period - - - - (108) 377 269 - 269
================ ========== ========== ========== ============ ============= ========== ========== ================= ==========
Balance at 30
June 2015
(unaudited) 2,264 - 2,730 255 313 2,564 8,126 - 8,126
================ ========== ========== ========== ============ ============= ========== ========== ================= ==========
Balance at 1
January 2016 2,264 - 2,725 255 341 3,414 8,999 - 8,999
Comprehensive
income
Profit for the
period - - - - - 634 634 - 634
Other
comprehensive
losses
Currency
translation
differences - - - - 98 - 98 - 98
Total
comprehensive
(loss)/profit
for the period - - - - 98 634 732 - 732
================ ========== ========== ========== ============ ============= ========== ========== ================= ==========
Transactions
with owners
Capital
increase 3 - - - - - 3 - 3
Share based
payments - - - - - - - - -
Non-cash
distribution - - - - - - - - -
Total
transactions
with owners 3 - - - - - 3 - 3
================ ========== ========== ========== ============ ============= ========== ========== ================= ==========
Balance at 30
June 2016
(unaudited) 2,267 - 2,725 255 439 4,048 9,734 - 9,734
================ ========== ========== ========== ============ ============= ========== ========== ================= ==========
Condensed consolidated statement of cash flows
For the period ended 30 June 2016
6 months 6 months
30 Jun 2016 30 Jun 2015
(unaudited) (unaudited)
Notes GBP000's GBP000's
============================================================================= ======= ============= =============
Net cash (used in)/generated from continuing operations 7 1,509 (1,120)
Cash (used in)/generated from operations 1,509 (1,120)
============================================================================= ======= ============= =============
Investing activities
Purchases of property, plant and equipment (108) (127)
Cash and cash equivalents from Associates 1,815 -
Cash used in investing activities 1,707 (127)
============================================================================= ======= ============= =============
Financing activities
Cash used in financing activities (1,185) (585)
Cash flows used in financing activities (1,185) (585)
============================================================================= ======= ============= =============
Net increase / (decrease) in cash and cash equivalents 2,031 (1,832)
Cash and cash equivalents at beginning of the period 4,839 7,753
Effects of exchange rate changes on the balance of cash held in foreign currencies 98 (73)
Cash and cash equivalents at the end of the period 6,968 5,848
============================================================================= ======= ============= =============
As presented in the consolidated statement of financial position
Cash and cash equivalents 4,839 7,753
Cash and cash equivalents at beginning of year 4,839 7,753
============================================================================= ======= ============= =============
As presented in the consolidated statement of financial position
Cash and cash equivalents 6,968 5,848
Cash and cash equivalents at end of the period 6,968 5,848
============================================================================= ======= ============= =============
Notes to the condensed consolidated financial statements
For the period ended 30 June 2016
1. General information
The interim consolidated financial statements do not constitute
statutory accounts as defined in section 434 of the Companies Act
2006 and should be read in conjunction with the Group's
consolidated financial statements for the year ended 31 December
2015. A copy of the statutory accounts for that year has been
delivered to the Registrar of Companies. The auditors' report on
those accounts was not qualified, did not include a reference to
any matters to which the auditors draw attention by way of emphasis
without qualifying the report, and did not contain any statements
under section 498(2) or 498(3) of the Companies Act 2006.
The Directors have considered the position of the Group's assets
compared to the liabilities. In addition they have assessed the
Group's liquidity with regard to expected future cash flows. They
have also considered the performance of the business, as discussed
in the interim results. In light of these reviews the Directors
have concluded that it is appropriate to adopt the going concern
basis in preparing the interim report.
The interim results have been reviewed by the Group's auditors,
Mazars LLP, and their review report is set out on page 14.
2. Significant accounting policies
a. Basis of accounting
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRSs") adopted for
use in the European Union. The financial statements also comply
with those parts of the Companies Act 2006 applicable to companies
reporting under IFRS.
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future. Thus they continue to adopt the going concern basis of
accounting in preparing the financial statements. Further detail is
contained in the report of the Directors.
The financial statements are presented in thousands of pounds
sterling, rounded to the nearest thousand. The accounting policies
set out below have been applied consistently to all periods
presented in these consolidated financial statements.
b. Basis of consolidation
These financial statements consolidate all the enterprises over
which the Group exercises control either directly or indirectly
(its subsidiaries). Control is achieved where the Company has the
power to govern the financial and operating policies of an entity
so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated profit or loss from the
effective date of acquisition or up to the effective date of
disposal. Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used
into line with those used by the Group. All intra-Group
transactions, balances, income and expenses are eliminated on
consolidation.
c. Investments in associates
The results and assets and liabilities of associates are
incorporated in these financial statements using the equity method
of accounting except when classified as held for sale. Investments
in associates are carried in the statement of financial position at
cost as adjusted by post acquisition changes in the Group's share
of the net assets of the associates, less any impairment in the
value of individual investments. Losses of the associates in excess
of the Group's interest in those associates are recognised only to
the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associates.
Any excess of the cost of acquisition over the Group's share of
the fair values of the identifiable net assets of the associate at
the date of acquisition is recognised as goodwill. The goodwill is
included within the carrying amount of the investment and is
assessed for impairment as part of that investment. Any deficiency
of the cost of acquisition below the Group's share of the fair
values of the identifiable net assets of the associate at the date
of acquisition (i.e. discount on acquisition) is credited in the
profit or loss in the period of acquisition.
3. Critical accounting judgements and estimates
The judgements and estimates made by management which are
relevant and have a significant effect on the condensed
consolidated financial statements are consistent with those
disclosed in the Group's consolidated financial statements for the
year ended 31 December 2015.
Accounting Estimates
Provisions for future liabilities or work in progress accruals
for future revenue are only accrued on the basis of certainty
required by accounting standards. The values that are included are
calculated based on the information that is available and an
assessment of the likely outcome.
4. Change in accounting policy
No changes to the accounting policies during the period.
5. Segmental information
The Group's revenue is generated in a number of countries,
United Kingdom, United States, Europe and Latin America, with the
activities divided into two key segments.
Outsourcing
Outsourcing is provided within the reinsurance and insurance
industry with services provided through the Company's legacy
solutions product to books of business that are in run-off. The
technical outsourcing product provides outsourcing services to both
start up and established operators.
Consultancy
Consultancy services are provided within the reinsurance and
insurance industry to provide services in two key areas:
-- Risk, audit and compliance; and
-- Change management including project management, process
engineering, business analysis and data engineering.
Other
Other includes revenue from STRIPE Global Services Limited, Debt
Purchase and incidental revenue that is generated outside of these
core services by shared services resources.
For management purposes the Group is divided into the four
product groups, although these have been combined into outsourcing
and consultancy as they share the same distribution and margin
styles. The Group is monitored on both a product and territory
split by management, with assets and liabilities being monitored on
a Group basis.
The segments identified, although dependant on clients' demands
which can be affected by peak holiday periods, are not materially
impacted by seasonality. The segments have no infrastructure,
assets or liabilities separately identified from the Group.
(a) Segment income and results
The following is an analysis of the Group's revenue and results
by reportable segment.
Outsourcing Consulting Other Consolidated
For the period
ended 30 Jun
2016 GBP000's GBP000's GBP000's GBP000's
================ ============= ============ ========== ==============
Revenue
Third party 9,215 3,818 289 13,322
Total revenue 9,215 3,818 289 13,322
================= ============= ============ ========== ==============
Profit/(loss)
on continuing
operations 58 18 692 768
Outsourcing Consulting Other Consolidated
For the period
ended 30 Jun
2015 GBP000's GBP000's GBP000's GBP000's
================ ============= ============ ========== ==============
Revenue
Third party 7,569 3,792 944 12,305
Total revenue 7,569 3,792 944 12,305
================= ============= ============ ========== ==============
Profit/(loss)
on continuing
operations 69 21 287 377
No adjustments are required for revenue recognition.
5. Segmental information continued
(b) Geographical Information
Revenue is generated in a number of territories; the revenue is
booked within the territory that is providing the resources to
fulfil the contract.
30 Jun 2016 30 Jun 2015
Revenue from external customers GBP000's GBP000's
================================= ============= =============
United Kingdom 9,770 8,818
United States 2,452 2,420
Europe 759 692
Latin America 341 375
Total revenue 13,322 12,305
================================== ============= =============
The following is a geographical analysis of the Group's
non-current assets. Non-current assets for this purpose consist of
property, plant and equipment, intangible assets and investments in
associates.
30 Jun 2016 31 Dec 2015
Location of non-current assets GBP000's GBP000's
================================ ============= =============
United Kingdom 7,170 7,732
United States 38 -
Europe 249 258
Latin America 7 -
Total non-current assets 7,464 7,990
================================= ============= =============
6. Earnings per share
30 Jun 30 Jun
2016 2015
Earnings GBP000's GBP000's
===================================== ============ ============
Earnings for the purposes of
basic earnings per share from
continuing and discontinued
operations being net profit
attributable to equity holders
of the Group 634 377
Earnings for the purposes of
basic earnings per share from
continuing operations being
net profit attributable to
equity holders of the Group 634 377
30 Jun 30 Jun
Number of shares 2016 2015
===================================== ============ ============
Weighted average number of
Ordinary Shares for the purposes
of basic earnings per share 113,269,097 113,184,482
Effect of dilutive potential
Ordinary Shares: Share options 4,993,221 6,500,000
Weighted average number of Ordinary
Shares for the purposes of diluted
earnings per share 118,262,318 119,684,482
====================================== ============ ============
30 Jun 30 Jun
2016 2015
Basic earnings per share UK pence UK pence
===================================== ============ ============
From continuing and discontinued
operations
Basic: Ordinary Shares (pence
per share) 0.56 0.33
Diluted: Ordinary Shares (pence
per share) 0.54 0.32
======================================= ============ ============
From continuing operations
Basic: Ordinary Shares (pence
per share) 0.56 0.33
Diluted: Ordinary Shares (pence
per share) 0.54 0.32
======================================= ============ ============
7. Cash (used in)/generated from continuing operations
30 Jun 2016 30 Jun 2015
(unaudited) (unaudited)
GBP000's GBP000's
========================================================= ============= =============
Profit/(loss) for the period from continuing operations 25 (4)
Adjustments for:
- depreciation 117 325
- investment income in profit & loss (115) (220)
- unpaid taxation (133) -
- capitalisation of intangible assets (214) -
- amortisation of intangible asset 26 33
- other gains and losses - 163
=========================================================== ============= =============
(294) 297
Change in operating assets and liabilities
Net (increase)/decrease in loans and receivables 2,285 169
Net increase/(decrease) in other operating liabilities (231) (1,277)
=========================================================== ============= =============
Cash generated/(used in) from operations 1,760 (811)
=========================================================== ============= =============
Interest paid (251) (265)
Taxation paid - (44)
=========================================================== ============= =============
Net cash generated/(used in) from operations 1,509 (1,120)
=========================================================== ============= =============
8. Financial Liabilities - Borrowings
The Group has a loan facility with Natixis Bank which is secured
on the Group's investment in Asta. This facility was drawn down in
2012 to fund the Group's investment in Asta, Chiltington and the
incubators. Following the disposal of KX Re in April 2013, GBP5.0
million was repaid against the facility. Repayments have been made
in 2015 and 2016 following distributions and preference share
redemption from Asta leaving a balance due of GBP6.4 million at the
end of June 2016 (GBP7.6 million : 31 December 2015).
At 30 June 2015 the loan was renewed for a twelve month period
which expired at the end of June 2016. The loan has now been
extended for a further three years with a straight line
amortisation schedule with the first payment due in June 2017. The
amortisation will be funded through the utilisation of
distributions from Asta, group surplus cash and the extension of
the existing loan facility with Financiere Pinault.
The rate for interest payments for the year to date is 6 month
LIBOR plus a margin of 4.5%.
An EUR8 million facility is in place for an unsecured working
capital loan with Financière Pinault, which has a closing balance
of GBP3.1 million (2015: GBP3.1million).
Borrowings are classified as financial instruments - other
liabilities. The carrying amounts of the other liabilities in the
financial statements approximate to their fair value
9. Related party transactions
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note. Tawa Associates Limited and its
subsidiaries are considered related parties as both the entity and
the Group have the same ultimate parent.
Trading transactions
Two of the Company's subsidiaries Pro Insurance Solutions Ltd
and Pro IS, Inc provide insurance run-off management services to
Tawa Associates Limited and its subsidiaries.
Run-off management revenue is provided on a negotiated fee
basis. Run-off management expenses are recharged at cost by Pro
Insurance Solutions Ltd and Pro IS, Inc.
During the period Group companies entered into the following
transactions with related parties who are not members of the
Group:
30 Jun 2016 30 Jun 2015
GBP000's GBP000's
===================================================== ============= =============
Revenue
Tawa Associates Limited, and its subsidiaries below 115 84
Amberley Alternative Assets Limited 14 4
Island Capital Limited 22 47
Pocono Holdings Limited (2) 1
Q360 Limited 3 5
Tawa Management Limited - 8
PXRE Reinsurance Company 11 185
Lodestar Marine Limited 267 319
Associate CX Reinsurance Company Limited 611 1,403
Associate QX Reinsurance Company Limited - 1
Total revenue with related parties 1,041 2,057
======================================================= ============= =============
Recharged expenses
Tawa Associates Limited, and its subsidiaries below - -
Q360 Limited - 11
Total expenses with related parties - 11
======================================================= ============= =============
At the period end, the following balances with related parties
who are not members of the Group were outstanding:
30 Jun 2016 30 Jun 2016
GBP000's GBP000's
===================================================== ============= =============
Tawa Associates Limited, and its subsidiaries below 13 (16)
Amberley Alternative Assets Limited - 26
Island Capital Limited 4 32
Lodestar Marine Limited 145 -
PXRE Reinsurance Company - 16
Associate CX Reinsurance Company Limited 164 197
Associate QX Reinsurance Company Limited -
Total outstanding balances with related parties 326 255
======================================================= ============= =============
9. Related party transactions continued
Key management personnel
The Group considers its key management personnel to include its
Executive and Non-Executive Directors and those members of
management reporting directly to its Board that have executive
management responsibility for Group-wide operations.
Remuneration of key management personnel
The remuneration of key management included in the income
statement is set out below:
30 Jun 2016 30 Jun 2015
GBP000's GBP000's
=============================== ============= =============
Short-term employee benefits 939 956
Post-employment benefits 56 66
Share based payments - -
Total management remuneration 995 1,022
================================= ============= =============
Immediate and ultimate parent company
The immediate and ultimate parent company is Financière Pinault
S.C.S., a Société en commandite par actions incorporated in France.
The Pinault family members are, in the opinion of the Directors,
the ultimate controlling parties of the Company. The group
financial statements of Financière Pinault S.C.S. may be obtained
from the Tribunal de Commerce de Paris, 1 Quai de Corse, 75004
Paris, France.
10. Contingent liabilities
At 30 June 2016 the Group did not have any material contingent
liabilities
11. Events after reporting period
There are no significant events after the reporting period.
Independent review report to Pro Global Insurance Solutions
plc
We have been engaged by Pro Global Insurance Solutions plc to
review the condensed set of consolidated financial statements in
the interim report for the six months ended 30 June 2016 which
comprises the condensed consolidated income statement, the
condensed consolidated statement of comprehensive income, the
condensed consolidated statement of financial position, the
condensed consolidated statement of changes in equity, the
condensed consolidated statement of cash flows and related notes 1
to 11. We have read the other information contained in the interim
report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed set of consolidated financial statements.
This report is made solely to the Company 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. Our work has been undertaken so that we might state to the
Company those matters we are required to state to it in an
independent review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company, for our review work, for this
report, or for the conclusions we have formed.
Respective responsibilities of Directors and auditor
The interim report, including the condensed set of consolidated
financial statements contained therein, is the responsibility of,
and has been approved by, the Directors. The Directors are
responsible for preparing the interim report in accordance with the
AIM Rules issued by the London Stock Exchange, which require that
the interim report be prepared and presented in a form consistent
with that which will be adopted in the Company's annual accounts
having regard to the accounting standards applicable to such annual
accounts.
The annual financial statements of the Group are prepared in
accordance with International Financial Reporting Standards as
adopted by the European Union. As disclosed in note 2, the
condensed set of consolidated financial statements included in this
interim report has been prepared in accordance with International
Accounting Standard 34, "Interim Financial Reporting", as adopted
by the European Union.
Our responsibility is to express to the Company a conclusion on
the condensed set of consolidated financial statements in the
interim report based on our review.
Scope of review
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.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of consolidated
financial statements in the interim report for the six months ended
30 June 2016 is not prepared, in all material respects, in
accordance with International Accounting Standard 34 as adopted by
the European Union and the AIM Rules issued by the London Stock
Exchange.
Mazars LLP
Chartered Accountants
Tower Bridge House
St Katharine's Way
London E1W 1DD
21 September 2016
Notes:
(a) The maintenance and integrity of the Pro Global Insurance
Solutions web site is the responsibility of the Directors; the work
carried out by us does not involve consideration of these matters
and, accordingly, we accept no responsibility for any changes that
may have occurred to the interim report since it was initially
presented on the web site.
(b) Legislation in the United Kingdom governing the preparation
and dissemination of financial information may differ from
legislation in other jurisdictions.
Pro Global Insurance Solutions plc Company information
Directors Nominated Advisor and Broker
Tim Carroll Peel Hunt Ltd
Independent Non-Executive 120 London Wall
Chairman London EC2Y 5ET
Artur Niemczewski Auditor
Chief Executive Officer Mazars LLP
Gilles Erulin Tower Bridge House
Non-Executive Director St Katharine's Way
Loïc Brivezac London E1W 1DD
Non-Executive Director Solicitors
Registered Office DLA Piper UK LLP
88 Leadenhall Street 3 Noble Street
London EC3A 3BP London EC2V 7EE
Company registration number Principal Bankers
4200676 Barclays Bank plc
Secretary 1 Churchill Place
Michael Dalzell Canary Wharf
London E14 5HP
Registrars
Computershare Investor Services
PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BBGDCRXDBGLB
(END) Dow Jones Newswires
September 21, 2016 07:39 ET (11:39 GMT)
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