TIDMPOLR
RNS Number : 2096Q
Polar Capital Holdings PLC
27 June 2022
POLAR CAPITAL HOLDINGS plc
Group Audited Results for the year ended 31 March 2022
"Strong growth in core operating profit allows a 15% increase in
total dividend" Gavin Rochussen, CEO
Highlights
-- Assets under Management (AuM) at 31 March 2022 up 6% to GBP22.1bn (2021: GBP20.9bn)
-- Average AuM for the year up 37% to GBP22.8bn (2021: GBP16.7bn)
-- Core operating profit up 35% to GBP69.4m (2021: GBP51.5m)
-- Pre-tax profit down 18% to GBP62.1m (2021: GBP75.9m) due to
lower contribution from performance fee profits compared to last
year's near record high.
-- Basic earnings per share of 50.8p (2021: 67.2p) and adjusted
diluted total earnings per share down 10% to 56.0p (2021:
62.2p)
-- Second interim dividend of 32.0p per share (2021: 31.0p)
bringing the total dividend for the year to 46.0p per share (2021:
40.0p), a 15 % increase. The dividend payment date is 29 July 2022,
with an ex-dividend date of 7 July 2022 and a record date of 8 July
2022.
-- On 30 September 2021, the Group launched the Polar Capital
Smart Energy Fund which seeks to take advantage of companies at the
forefront of the global transition towards a cleaner, more
efficient and sustainable energy future.
-- On 30 September 2021, the Group launched the P olar Capital
Smart Mobility Fund which seeks to invest in a portfolio of
companies worldwide that support, through their technology
solutions and services, the decarbonisation and transformation of
the global transportation sector.
The non-GAAP alternative performance measures shown here are
described and reconciled to IFRS measures in the Alternative
Performance Measures (APM) section.
Gavin Rochussen, Chief Executive Officer, commented:
"As we progressed through the second year of the pandemic our
staff continued to operate effectively, partly remotely as guidance
was altered, to service our clients and other stakeholders."
"Investment performance has been more challenging than the prior
year when our portfolios benefited from
many of the so called 'Covid-19 winners'. Over the two 'pandemic
years' our fund performance has held up well."
"As at 31 March 2022, 84% of our UCITS fund's AuM were in the
top two quartiles against the Lipper peer group
over three years. Over five years, as at 31 March 2022, 93% of
AuM was in the first two quartiles against the Lipper peer group
with 100% of AuM in the top two quartiles since inception of the
respective funds."
"Despite the current more volatile market backdrop, net inflows
over the full year were resilient, although in line with industry
sentiment turning negative, the last quarter was the first quarter
of net outflows since early 2020. There has been notable success in
the funding of institutional segregated mandates of GBP745m,
bringing total segregated AuM to GBP1.1bn, 5% of total AuM."
"At times of uncertainty and volatility, communicating with our
clients is especially important and something we always strive to
achieve. It was pleasing therefore to see that Polar Capital ranked
6(th) out of 72 fund groups for 'keeping clients informed' and
7(th) for 'client orientated thinking' in Broadridge's research
programme of UK fund buyers. I would like to thank our clients for
their ongoing support."
" Strategic progress has continued under the 'growth with
diversification' mantra. Three of our six largest investment teams
by AuM were acquired or launched in the last 5 years."
"The arrival, in the last quarter of 2021, of the experienced
team focused on sustainable investing and the launch of the Polar
Capital Smart Energy and Polar Capital Smart Mobility, both Article
9 funds as defined by SFDR, provides significant capacity in active
sustainable equities. The strategy level AuM managed by the team at
year end was GBP116m, signalling good support from investors, with
a positive pipeline in place ."
"The Group's strong balance sheet and range of differentiated
fund strategies, supported by our performance led approach and our
strong culture, positions us well to weather the current backdrop
of inflationary pressures, macro uncertainty, rising interest rates
and market volatility."
For further information please contact:
Polar Capital
Gavin Rochussen (Chief Executive
Officer)
Samir Ayub (Finance Director) +44 (0)20 7227 2700
Numis Securities Limited - Nomad
and Joint Broker
Giles Rolls
Charles Farquhar
Stephen Westgate +44 (0)20 7260 1000
Peel Hunt LLP- Joint Broker
Andrew Buchanan
Rishi Shah +44 (0)20 3597 8680
Camarco
Ed Gascoigne-Pees
Jennifer Renwick
Phoebe Pugh +44 (0)20 3757 4995
----------------------------------- --------------------
Assets under Management (AuM)
AuM split by type
31 March 2022 31 March 2021
----------------------------------- ----------------------------------
GBPbn % GBPbn %
Open ended funds 16.6 75% Open ended funds 16.6 79%
Investment Trusts 4.4 20% Investment Trusts 3.9 19%
Segregated mandates 1.1 5% Segregated mandates 0.4 2%
--------------------- ------ ---- -------------------- ------ ----
Total 22.1 Total 20.9
--------------------- ------ ---- -------------------- ------ ----
AuM split by strategy
Ordered according to launch date
31 March 31 March
2022 2021
------------------------ ------------- ----------------------- -------------
GBPbn % GBPbn %
Technology 9.2 42% Technology 10.2 49%
European Long/Short 0.1 0.3% European Long/Short 0.2 1%
Healthcare 3.7 17% Healthcare 2.9 14%
Global Insurance 1.9 9% Insurance 1.7 8%
Financials 0.6 3% Financials 0.3 1%
Emerging Markets Emerging Markets
Income - - Income 0.1 0.5%
Convertibles 0.8 4% Convertibles 0.8 4%
North America 0.8 4% North America 0.8 4%
Japan Value 0.2 0.5% Japan Value 0.1 0.5%
European Income 0.1 0.3% European Income 0.2 1%
UK Value 1.6 7% UK Value 1.4 7%
Emerging Markets Emerging Markets
and Asia 1.1 5% and Asia 0.4 2%
Phaeacian * 0.5 2% Phaeacian 0.5 2%
European Opportunities 1.2 5% European Opportunities 1.1 5%
European Absolute European Absolute
Return 0.1 0.3% Return 0.1 0.5%
Global Equity 0.1 0.3% Global Equity 0.1 0.5%
Sustainable Thematic Sustainable Thematic
Equities 0.1 0.3% Equities - -
------------------------ ------ ----- ----------------------- ------ -----
Total assets 22.1 100% Total assets 20.9 100%
------------------------ ------ ----- ----------------------- ------ -----
* The Phaeacian Accent International Value Fund and the
Phaeacian Global Value Fund were closed down in May 2022.
Chair's Statement
Introduction
This is my second report to the shareholders of Polar Capital
and, as we all know, it has been an extraordinary
two years. In the conclusion of my report last year, I said that
it felt inevitable that the impact of Covid-19 would be uneven
across the various regions and sectors of the economy. As so it has
proved, as the world seeks to reopen following the pandemic and
struggles with the problems of interruptions to supply chains
across the globe.
In addition, the tragic events unfolding in Ukraine, and the
actions taken by central banks to combat the pressures from rising
inflation, have combined to create increased uncertainty in equity
markets.
Against this background, it has been a more challenging year for
the Group, and the asset management sector more
generally, as risk assets were sold-off and market volatility
increased in response to rising interest rates. The overall impact
has created a less conducive environment for the majority of our
investment teams, who typically look to
invest in more growth focused sectors and companies.
Despite these headwinds, the business, with its investment and
performance led culture, has been nimble and the fund managers have
adhered to their processes and continued to focus on producing good
risk adjusted returns.
Hence, I and the Board are confident that the outlook for the
business remains very positive. We have a proven strategy,
supported by a strong balance sheet, and led by an exceptionally
talented executive team working with some of the best investment
management people. And the reality is that the world has recovered
from economic and geopolitical challenges before and can be
expected to eventually do so again.
Strategy
I am pleased to be able to report on the further progress that
has been made in pursuit of the 'Growth with
Diversi cation' strategy. During the year, net inflows into more
recently launched strategies exceeded inflows into the more
established strategies, thus reducing concentration in the core
Technology funds, whilst helping to
widen our investment offering.
The integration of the acquisition of Dalton Strategic
Partnership LLP is now complete and the core Melchior
European Opportunity Fund, a Luxembourg SICAV, has grown since
the acquisition.
The arrival of a high calibre experienced sustainable equities
team during the year has had a good start at Polar Capital with
GBP120m of net inflows since the launch of the sustainable thematic
equities strategy in the last calendar quarter of 2021.
Culture
Our culture is fundamental to the success of our business. At
heart of our business are our people with a focus on fund
performance. Whilst our investment teams are independent and act
with investment autonomy, we believe there is an alignment of
interest between fund managers delivering long term superior
returns and the interests of clients.
Following the successful vaccine rollout in the UK and the
lifting of all Covid-19 related restrictions earlier this year,
staff have returned to the office, albeit with flexible working
arrangements in place, and we are already seeing some of the
positive impact as all our staff return to a collaborative
face-to-face environment.
A number of events have been held across the business to
engender and promote the benefits of in-person collaboration and
help to integrate our new joiners, who found themselves beginning
their careers at Polar Capital under remote working conditions.
With almost a quarter of our current staff joining during the last
two years, this return to the office has proved invaluable in
helping to integrate everyone into a business that prides itself on
a strong culture.
Results
Despite the challenges described above, the business performed
well with average AuM increasing by 37% and
AuM at 31 March 2022 rising 6% to GBP22.1bn from GBP20.9bn a
year earlier. Performance fee profit declined from
GBP19.5m, a level that is significantly higher than average for
Polar Capital, to GBP4.1m. This meant that core operating pro t
increased by 35% compared to a 24% increase in the prior year and
the lower contribution from performance fees resulted in profit
before tax for the year of GBP62.1m (2021: GBP75.9m), diluted EPS
of 48.7p (2021: 64.0p) and adjusted diluted EPS of 56.0p (2021:
62.2p).
Dividend
In line with our policy, the second interim dividend per share
will be 32.0p (2021: 31.0p) to be paid in July 2022. Together with
the rst interim dividend per share of 14.0p paid in January 2022,
the total dividend per share for the year amounts to 46.0p
(2021:40.0p).
Board Changes
Following a successful search for a new non-executive director,
I am pleased to report that we were able to make two new
appointments during the year. Laura Ahto and Anand Aithal bring
different and varied perspectives to the Board and have already
made a positive contribution. I am also very pleased to welcome
Samir Ayub as Finance Director to the Board. Samir has been with
Polar Capital for 12 years and his appointment is very much
deserved.
These changes are an important part of the continuing
preparation for the transition from the early founders of the Group
to the next generation of leaders. As part of the transition, John
Mansell, who has been an Executive Director since the establishment
of Polar Capital in 2001, will step off the Board at the AGM in
September 2022. As much as we will miss his experience and
knowledge on the Board, I am very pleased that John has agreed to
remain in an executive role, so we will continue to have the
benefit of his advice for some time to come. In addition, Jamie
Cayzer-Colvin, who has also been a Director since the formation of
Polar Capital and was a key driver of the establishment and
founding of the business in 2001, will retire from the Board at the
end of the year.
We are very lucky to have had such long and beneficial service
from both John and Jamie over the period since
the Group started. They have been exceptional Directors over an
extended number of years and will be sorely
missed on the Board. On behalf of the Board, our shareholders,
employees and our fund managers, I would like to thank them for
everything they have done for the Group over the last 21 years.
Polar Capital simply would not be here if it were not for their
contribution.
Annual General Meeting
We are planning to hold the Company's forthcoming Annual General
Meeting ('AGM') as a physical meeting at 2.30pm on Wednesday 7
September 2022, at the Company's registered of ce.
Shareholders are encouraged to submit any questions to our
company secretary before the meeting (by using
Investorrelations@polarcapital.co.uk, and using the subject title
'PCH AGM') who will arrange for a response to be provided to the
questions. There will not be a presentation at the meeting, but a
video of the CEO and Finance Director presenting the results will
be available on the Company's website. The notice of meeting is
also available on
the Company's website.
Thank you
Last year, I began my Chair's statement with a thank you to
Gavin and his executive team, our fund managers, and our staff, for
their efforts in what was the first year of the pandemic. Today, I
would like to repeat those thanks. This has been another
extraordinarily challenging year. Despite this, everyone at Polar
Capital has performed exceptionally well once again. On behalf of
the Board and myself, thank you.
David Lamb
Chair
24 June 2022
The non-GAAP alternative performance measures mentioned here are
described and reconciled in the APM section.
Chief Executive's Report
The financial year to 31 March 2022 was a year characterised by
gradual relaxation of Covid-19 induced restrictions and, following
a highly successful vaccine programme in the UK, enabled us all to
return to the workplace in early 2022. It has been a year when we
transitioned to a 'living with Covid-19' mindset.
As we progressed through the second year of the pandemic, our
staff continued to operate effectively, partly remotely as guidance
was altered, to service our clients and other stakeholders. It is a
testament to the commitment of our colleagues, people at Polar
Capital and our outsourced service providers, that we continued to
make progress toward our strategic objectives. Perhaps not a year
of two halves, but one of three quarters and one quarter. Markets
continued to rise for the large part of 2021 on the back of
accommodative economic policy until the
spectre of rapidly rising inflation, supply chain bottlenecks
resulting from the shut down in China and concern about slowing
global growth became a concern and investors moved abruptly to a
risk-off mindset in early 2022. The unfolding of the tragic events
in Ukraine in February 2022 with no near-term solution or ceasefire
expected, led to equity risk by investors further reduced. Central
Banks continued to raise interest rates, and signal further future
rises, to dampen a rapid spike in inflation, but with the
consequence of stalling economic recovery, dampening growth, and
the dangers of a stagflation environment.
It was against this backdrop that Polar Capital delivered solid
financial performance with a 35% increase in
core operating profit on the back of average assets under
management increasing by 37% from GBP16.7bn to
GBP22.8bn. Assets under management peaked at GBP25bn in early
January 2022 and then declined as markets sold off in the March
2022 quarter. A transition to a rising interest environment
severely impacted the valuations of growth companies and technology
stocks sold off, together with small and mid-cap companies, as
investors rotated into more value driven and larger cap liquid
stocks. Assets under management were GBP22.1bn at the financial
year end, a 6% increase over the year.
Investment performance has been more challenging than the prior
year when our portfolios benefited from
many of the so called 'Covid-19 winners'. Over the two 'pandemic
years' our fund performance has held up well.
As at 31 March 2022, 84% of our UCITS fund's AuM were in the top
two quartiles against the Lipper peer group
over three years. Over five years, as at 31 March 2022, 93% of
AuM was in the first two quartiles against the Lipper peer group
with 100% of AuM in the top two quartiles since inception of the
respective funds. 50% of our UCITS funds were in the top quartile
over three years with 70% of our UCITS funds in the top two
quartiles in this period. Over a five-year period 53% of the UCITS
funds are in the first quartile and 80% in the top two
quartiles.
Growth in assets under management and net inflows in the 2021
financial year were a record for Polar Capital and
was always going to be a challenge to improve upon. In the
event, AuM in the financial year increased by 6% from GBP20.9bn to
GBP22.1bn, with a combination of net inflows of GBP391m and market
performance of GBP867m.
Despite the current more volatile market backdrop, net inflows
over the full year were resilient, although in line with industry
sentiment turning negative, the last quarter was the first quarter
of net outflows since early 2020. There has been notable success in
the funding of institutional segregated mandates of GBP745m,
bringing total segregated AuM to GBP1.1bn, 5% of total AuM. The
diversification strategy continued to progress with net inflows in
the last quarter of GBP228m into our sustainable Emerging Markets
Stars and Sustainable Thematic Equities strategies, the latter
which was launched in September 2021. Over the year, there has been
progress in increasing the exposure Polar Capital has in strategies
other than its core Technology funds.
While there were net outflows of GBP1.3bn from the Technology
funds compared to GBP1.8bn of net inflows in the prior
year, these outflows have been more than offset by net inflows
of GBP873m into the sustainable Polar Capital Emerging
Market Stars strategy, GBP561m into the Healthcare strategies,
GBP143m into the alternative Convertible Bond funds, GBP85m into
the European Opportunities fund and, pleasingly, GBP120m into the
recently launched Sustainable Thematic Equities strategy.
Financial performance for the year in terms of core operating
profit was robust with a 35% increase over the prior year and 37%
increase in average AuM. Performance fee profit reduced over the
year following a stronger than average performance fee profit in
the prior year. As a result, profit before tax decreased by 18%,
diluted EPS and adjusted diluted total EPS decreased by 24% and 10%
respectively. The increase in core operating profit has enabled an
increase in the total dividend from 40.0p per share to 46.0p
representing a 15% pay-out which is at the higher end of the
pay-out range reflecting the lower component of performance fee
profit.
Strategic progress has continued under the 'growth with
diversification' mantra. Following a multi-year project
to configure our middle office processes, we are able to
efficiently service increasing numbers of segregated mandates. We
now have ten mandates with GBP1.1bn of AuM representing 5% of total
AuM.
The integration of the acquisition of Dalton Strategic
Partnership LLP, which completed on 1 March 2021, has
progressed well with full integration being achieved and growth
in AuM for the Melchior European Opportunities
Fund.
The Phaeacian partnership which was announced in October 2020 is
currently under review due to a change
in circumstances for key team members. The Board of the two
mutual funds managed by Phaeacian decided to close the funds with
effect from 26 May 2022. As a result, a post balance sheet
adjustment has been recorded to derecognise the related intangible
asset, the corresponding deferred liability and reorganisation
costs in relation to the closure of the funds resulting in a one
off exceptional cost of GBP1.6m. The closure of the funds remains
immaterial to the ongoing core profitability of the Group.
We have continued to develop our U.S. footprint with experienced
business development capability covering the
major regions within the U.S.
The arrival, in September 2021, of the experienced team focused
on sustainable investing and the launch of the Polar Capital Smart
Energy and Polar Capital Smart Mobility, both Article 9 funds as
defined by SFDR, provides significant capacity in active
sustainable equities.
Sustainability is a key focus and over the past year, we have
placed more emphasis on sustainability than
ever before. New EU regulation has driven rapid change in
approaches to sustainable investment across the industry and we
continue to raise our ambitions for responsible and sustainable
investment.
Building on the establishment of the Polar Capital
Sustainability Committee in 2021, we have established a Responsible
Investment Working Group which provides a forum across our 15 teams
for sharing approaches and best practice enabling collaboration on
shareholder engagement, voting, and developing climate change
strategy and net zero framework. We have invested in the central
sustainability team resource and have significantly enhanced our
data capabilities.
ESG and climate change metrics have been incorporated into Polar
Capital's central monitoring and oversight of portfolio risks,
alongside factors including liquidity, macro, and behavioural
analysis. We support the new UK Stewardship Code and became a
signatory to the Code during this year.
Polar Capital is delighted to be partnering with Westminster
City School to launch the Polar Capital Aspire Scheme (PCAS) which
supports Westminster City School students throughout their time at
university. We firmly believe in the power of education and are
excited to be able to provide these opportunities for the younger
members of our local community.
The outlook is constructive within the context of inflationary
pressures, macro uncertainty, rising interest rates and market
volatility. Against this backdrop, we believe that the Group's
strong balance sheet and range of differentiated fund strategies
positions us well for the future, supported by our performance led
approach and our strong culture.
Gavin Rochussen
Chief Executive Officer
24 June 2022
The non-GAAP alternative performance measures mentioned here are
described and reconciled in the APM section.
Business Review
Assets under Management and Fund Flows
On 31 March 2022, our assets under management (AuM) stood at
GBP22.1bn (2021: GBP20.9bn), an increase of 6% over the financial
year. We recorded net inflows of GBP391m in the reporting period
(or 31% of the total asset growth), the balance attributable to
global market and investment performance. The average AuM for the
year was GBP22.8bn, compared to GBP16.7bn the previous year.
The financial year began as the prior year had ended, with
investors undeterred by a wide array of headwinds - the global
pandemic, new Covid-19 variants, rising inflation and worldwide
supply chain issues to name but a few - industry fund flows
remained strong and Polar Capital recorded three consecutive
quarters of positive net inflows (totalling GBP0.8bn from 1 April
to 31 December 2021). However, as the headwinds continued to
accumulate - quantitative tapering, increasingly aggressive central
bank rate hikes, conflict between Russia and Ukraine - investors
were finally pushed into a risk-off stance and we experienced our
first negative quarter for fund flows (GBP(0.4)bn from 1 January to
31 March 2022) since the first quarter of 2020.
Despite a more challenging end to the financial year, 13 of our
UCITS/SICAV sub-funds recorded net inflows over the
reporting period, led by Polar Capital Emerging Market Stars
Fund and Polar Capital Asian Stars Fund (GBP743m), Polar Capital
Biotechnology Fund (GBP263m), Polar Capital Global Convertible Fund
(GBP91m), Melchior European Opportunities Fund (GBP86m) and Polar
Capital Global Absolute Return Fund (GBP52m).
Outflows over the period were dominated by our Technology Funds
(GBP1.3bn), as investors initially rotated from growth to value and
then de-risked in the wake of prevailing uncertainty and rising
market volatility (2021: net inflows of GBP1.8bn).
The rotation in markets saw renewed interest in the Polar
Capital Global Financials Trust, driving GBP276m in new share
issuance (GBP154m from the Trust's Treasury account and a further
GBP122m in a successful C Share capital raise).
Segregated accounts have been a source of significant net new
inflows over the reporting period. A total of seven new accounts
were onboarded, across four investment teams, with combined AuM of
GBP769m.
Communicating with our clients
After the enforced period of remote working and client
servicing, we were delighted to be back in the office with
colleagues and meeting clients in-person once again. Our
distribution and fund management teams have been back on the road,
and we have held a number of safe, Covid-19 secure events,
including the return of our successful London based annual investor
conference.
We aim to provide our clients with exceptional service and
support and we believe that face-to-face engagement remains a key
element of that provision. Pleasingly, and testament to this
commitment, we ranked in 6th place out of 72 of all fund managers
in the UK for 'keeping clients informed' in a research programme of
professional fund buyers conducted by Broadridge*.
However, in a trend that was accelerated by the pandemic, the
way in which clients are engaging with us has changed and for many
of them that engagement, at least initially, is increasingly
digital.
In response, we continue to focus on and invest in our digital
marketing capabilities, aiming to further enhance and expand the
way in which we engage and communicate with our clients. Our goal
is to configure and optimize our client services and marketing so
that it is increasingly tailored to specific client segments and
geographies.
This is fast becoming a point of differentiation and a way for
smaller asset management firms to compete with larger groups beyond
simply price and investment performance.
By successfully combining our sales and digital marketing
capabilities we can extend the reach of our distribution to
accelerate growth.
* Source: Broadridge, Fund Brand 50, March 2022
Growth with diversification
Our distribution strategy remains growth with diversification,
by product, client segment and geography.
Expanding our reach into the institutional channel remains a key
priority, providing significant potential
for growth. We have made good progress over the past year,
winning seven new segregated mandates as noted above. Of these, one
was from a UK institution and the rest were from investors based
overseas.
We see significant opportunities outside our home market of the
UK. We continue to broaden and deepen our
presence and support in Continental Europe and the Nordic
region, focusing on seven core markets for growth, namely
Switzerland, Germany and Austria, France, Benelux, Spain, Italy and
Scandinavia.
Our approach to wider global expansion is both targeted and
measured. Our primary focus remains on the U.S. and on south-east
Asia. We are extending our reach to the Australian market, where we
recently won our first institutional mandate.
Overall, almost GBP10bn of our AuM is from clients based
overseas, a 117% increase over the past three years (GBP4.5bn as at
29 March 2019).
Fund performance review to 31 March 2022
Polar Capital's prior financial year, to 31 March 2021, captured
almost exactly the equity market rally from its Covid-19 low,
leading to exceptional returns across our range of strategies. The
year to 31 March 2022 has followed a different path, as higher
interest rate and inflation expectations have led to more volatile
equity and bond markets, and a change in market leadership.
The period began with the late stages of a value rally,
precipitated by Covid-19 vaccine discovery, and by expectations
that the new Biden administration would enact measures to stimulate
the U.S. economy. As the summer of 2021 progressed, these
influences faded.
Large U.S. technology companies continued to perform well,
although early stage and higher growth tech companies suffered as
higher market interest rates impacted their valuation. Now, value
styles are once again in the ascendant, although in large part due
to rising share prices in the energy and material sectors.
Polar Capital's range of investment strategies spans both value
and growth; there is no central 'house view', and diversity of
opinion on investment approach is an important part of Polar
Capital's ethos. The corollary is that there
has been performance dispersion across Polar Capital's range of
funds over the past year, due to style and size effects in
portfolios, and due to the market declines in the first quarter of
2022.
Four of the five strategies run by Polar Capital's healthcare
team outperformed in the year to end March 2021. Large
pharmaceutical companies proved resilient in the market falls of
early 2022, which was a headwind for the all cap
Polar Capital Healthcare Opportunities Fund, but the Polar
Capital Healthcare Blue Chip Fund, the Polar Capital Global
Healthcare Trust, the Polar Capital Healthcare Discovery Fund
(which is measured against a small/mid cap benchmark), and the
Polar Capital Biotechnology Fund all delivered returns in excess of
their benchmark. Polar Capital Healthcare Blue Chip Fund and Polar
Capital Biotechnology Fund sit in the first quartile of their
respective peer groups for the year.
The Polar Capital Global Insurance Fund delivered a strong
absolute return (+21.0%), outperformed its benchmark
over the year, and also ranks first quartile versus peers. It
invests predominantly in non-life insurance companies, which have
been able to generate good net asset value growth due to strong
underwriting results, and due to their investment portfolios
benefiting from rising interest rates. The Polar Capital Financials
Trust, and its open-ended sister fund the Polar Capital Financial
Opportunities Fund, which invest mainly in banks, performed less
well versus their benchmarks as the strong performance of bank
stocks began to unwind due to bond yield curves flattening between
two and ten years.
Polar Capital's two European equity strategies outperformed
their benchmarks in the year. The European ex-
UK Income strategy has been rewarded in the first quarter of
2022 as its stable, income-generating investments have started to
outperform more highly-valued sectors of the market. This strategy
outperformed its benchmark by 6% in the first quarter of 2022 and
by 3% over the year as a whole. The Melchior European Opportunities
Fund, managed by Polar Capital following the acquisition of Dalton
Strategic Partnership LLP, outperformed by 0.8%.
Polar Capital's Technology strategies performed less well, after
a period of very strong returns versus benchmark
in the challenging conditions of 2020. With technology sector
performance dominated by the very large household
names at one end of the spectrum, and by technology's value
plays, namely semiconductors, at the other end, Polar Capital's
Global Technology Fund and Polar Capital Technology Trust, which
typically focus on higher growth, mid-sized companies, lagged their
benchmarks. The stay-at-home beneficiaries, from which the funds
had benefited in 2020, reversed course during 2021. The Polar
Capital Automation and Artificial Intelligence Fund, a specific
theme strategy, also lagged its World Equity benchmark due to its
significant exposure to technology investments.
Polar Capital's Emerging Market Stars strategies, with
sustainability at their core and which are now approaching
their fourth anniversary at Polar Capital, have good long-term
performance versus their benchmarks, but fared
less well in the year under review. The Emerging Market Stars
strategy underperformed by 3% and the Polar Capital China Stars
Fund by 4%, although Polar Capital Asian Stars Fund was 1% ahead of
its performance benchmark, the difference is attributable to the
fact that the Emerging Market fund was underweight across parts of
Latin America and the resource sector which performed well.
Polar Capital launched two new strategies at the end of
September 2021, Smart Energy and Smart Mobility, which invest in
companies at the forefront of the transition to a more efficient
and sustainable energy future, and support
the decarbonisation and transformation of the global transport
sector. Both have Article 9 classification under SFDR.
In addition to its thematic and regional strategies, Polar
Capital also runs country strategies for the UK, U.S. and
Japan. The UK stock market has been one of the strongest
performers in early 2022 due to the dominance of oil and resource
companies in the index. Polar Capital's UK Opportunities strategy
focuses on small and midsized companies with attractive valuation
attributes, but this led to underperformance of 8% versus the broad
index. The North America strategy faced similar headwinds, in this
case due to large tech companies' sustained outperformance, and
underperformed by 7%. Both UK Opportunities and North America had
performed well in 2021.
The Polar Capital Japan Value strategy delivered performance in
line with its benchmark for the year to March 2022.
Value styles have begun to perform in Japan, but very much
dominated by larger companies; Polar Capital's fund
is focussed on small and mid cap areas of the market, where
attractively valued investments are even more plentiful, but have
yet to be fully recognised.
Polar Capital's absolute return strategies all delivered
positive performance in the period under review. The Forager
(european small and mid cap) strategy, which has a value-based
approach, returned 13% and is up 8% annualised over the three years
to end March 2022. The MST European Absolute Return Fund, a
European market neutral
strategy acquired with Dalton Strategic Partnership LLP,
returned 4% over one year and is flat over three years. The Polar
Capital Global Absolute Return Fund, a convertible bond strategy
run by Polar's Convertibles team, returned 2% in the year and is up
9% annualised over three years. The Convertibles team's long biased
Global Convertibles strategy performed in line with a modestly
lower performance benchmark but offers attractive risk-reward
characteristics in a world of higher volatility and weaker equity
markets.
As at 31 March 2022, 84% of our UCITS fund's AuM were in the top
two quartiles against the Lipper peer group
over three years. Over five years, as at 31 March 2022, 93% of
AuM was in the first two quartiles against the Lipper peer group
with 100% of AuM in the top two quartiles since inception of the
respective funds. 50% of our UCITS funds were in the top quartile
over three years with 70% of our UCITS funds in the top two
quartiles in this period. Over a five-year period 53% of the UCITS
funds are in the first quartile and 80% in the top two
quartiles.
Financial Review
AuM
Open ended
funds Investment Segregated
AuM movement in twelve months to Trusts mandates Total
31 March 2022 (GBPbn)
------------------------------------ ------------ ------------- ------------- --------
AuM at 1 April 2021 16.6 3.9 0.4 20.9
Net (redemptions)/subscriptions (0.5) 0.2 0.7 0.4
Market movement and performance 0.5 0.3 - 0.8
------------------------------------- ----------- ------------- ------------- --------
Total AuM at 31 March 2022 16.6 4.4 1.1 22.1
------------------------------------- ----------- ------------- ------------- --------
A combination of net inflows, market movements and performance
enabled our AuM to increase 6% over the
financial year from GBP20.9bn to GBP22.1bn.
There was notable success in the net funding of further
segregated mandates this year, which now represent around 5% of
total AuM at 31 March 2022.
Average AuM increased by 37% over the financial year from
GBP16.7bn to GBP22.8bn.
Revenue
31 March 2022 31 March 2021
Management fees GBP'm GBP'm
------------------------------------ -------------- --------------
Management and research fees 209.9 157.3
Commissions and fees payable (22.6) (15.4)
Gain on forward currency contracts - 0.6
------------------------------------ -------------- --------------
Net management fees 187.3 142.5
------------------------------------ -------------- --------------
The increase in the average AuM of 37% translated into the
Group's net management fee revenue increasing by 31% from GBP142.5m
in 2021 to GBP187.3m this year.
Net management fee yield 31 March 2022 31 March 2021
-------------------------------- ---------------- ----------------
Average AuM (GBPbn) 22.8 16.7
Net management fees (GBPm) 187.3 142.5
-------------------------------- ---------------- ----------------
Net management fee yield (bps) 82 85
-------------------------------- ---------------- ----------------
Net management fee yield over the year measured 82bps (2021:
85bps). The decrease was slightly ahead of our stated expectation
of an annual decrease of at least 1-2bps as the product mix of the
Group shifted due to a rebalancing between the Technology strategy
and the rest of the business, as well as from the arrival of a
number of institutional segregated mandates.
31 March 2022 31 March 2021
Performance fees GBP'm GBP'm
-------------------- -------------- --------------
Performance fees 14.1 43.6
-------------------- -------------- --------------
Following on from the significant out performance posted by our
underlying funds in the previous financial year, market conditions
and performance returns were more challenging this year. This
resulted in performance fees earned for the financial year to 31
March 2022 falling to GBP14.1m (2021: GBP43.6m).
Operating Costs 31 March 2022 31 March 2021
GBP'm GBP'm
----------------------------------------- -------------- --------------
Salaries, bonuses and other staff costs 36.7 29.1
Core distributions(1) 54.0 38.5
Share-based payments(2) 5.7 2.9
Performance fee interests(3) 10.0 24.4
----------------------------------------- -------------- --------------
Total staff compensation 106.4 94.9
Other operating costs 23.1 20.8
Exceptional items 11.4 2.8
Total operating costs 140.9 118.5
----------------------------------------- -------------- --------------
1. Including share awards under deferment plan of GBP1.7m (2021:
GBP1.8m).
2. Share-based payments on preference shares of GBP1.1m (2021:
(GBP0.3m)), LTIPs of GBP3.8m (2021: GBP2.4m) and equity incentive
plan of GBP0.7m (2021: GBP0.8m). Refer to Note 5 below.
3. Including LTIP award of GBPnil (2021: GBP0.9m).
The non-GAAP alternative performance measures mentioned here are
described and reconciled in the APM section.
Total operating costs rose to GBP140.9m (2021: GBP118.5m) partly
due to higher staff compensation costs. The salaries, bonuses and
other staff costs line this year includes, a full year's worth of
compensation costs for the teams onboarded as part of the Dalton
acquisition, whereas the comparative numbers include one month's
cost due to the completion date falling on 28 February 2021. Also
included this year are compensation costs for the new Sustainable
Thematic Equities team that joined in September 2021.
Core distributions, which are variable compensation amounts
payable to investment teams from management fee revenue, increased
partly as a consequence of the higher average AuM and the resulting
higher management fee revenues and core profits and partly as a
function of the cost of the new teams from Dalton, Phaeacian and
the Sustainable Thematic Equity team being included.
Share-based payments have increased mainly due to an increased
charge on preference shares as the
underlying value of certain sets of shares increased. Two teams
called for conversion during the financial year (see Note 5 below
for details).
Performance fee interests, which are variable compensation
amounts payable to investment teams from performance fee revenue,
decreased due to the lower amount of such fees generated this
year.
Other operating, non-staff compensation related, costs increased
marginally to GBP23.1m (2021: GBP20.8m) as a result of higher
operating costs associated with the arrival of the Dalton,
Phaeacian and Sustainable Thematic Equity as well as an increase in
travel cost following easing of Covid-19 restrictions over the
course of the financial year.
Exceptional items for both 2022 and 2021 comprised of
significant items of income or expenditure related to acquisitions,
and were therefore expected to be non-recurring, as well as the
amortisation of acquired intangible assets. The items are presented
separately to allow a supplemental understanding of the Group's
results.
Exceptional items include non-recurring termination and
reorganisation costs related to the Dalton acquisition of GBP3.1m.
The total amount of such costs actually incurred post completion in
February 2021 were GBP5.5m compared to the GBP6.2m that was
anticipated at the time the acquisition was announced.
The Board of the Phaeacian mutual funds determined that it was
in the best interest of investors for the funds to be closed down
effective May 2022. Therefore, as a post balance sheet date
adjusting event, the related intangible asset of GBP6.0m has been
impaired and the deferred consideration liability of GBP4.8m has
been derecognised and GBP0.4m of further reorganisation costs in
relation to the closure of the mutual funds have been recorded with
a net impact to profit before tax of GBP1.6m. These have been
classified as exceptional items as they are non-recurring. A
breakdown of exceptional items is as follows:
Exceptional items 31 March 2022 31 March 2021
GBP'm GBP'm
---------------------------------------------------- -------------- --------------
Recorded in operating costs
Termination and reorganisation costs(4) 3.5 2.4
Amortisation of intangibles(5) 1.9 0.4
Impairment of intangibles(5) 6.0 -
---------------------------------------------------- -------------- --------------
11.4 2.8
Recorded in other income
Additional charge on deferred consideration 1.0 -
- Dalton(6)
Derecognition of deferred consideration liability (4.8) -
- Phaeacian(6)
(3.8) -
---------------------------------------------------- -------------- --------------
Net exceptional items recorded in the consolidated
statement of profit or loss 7.6 2.8
---------------------------------------------------- -------------- --------------
4. Termination and reorganisation costs include GBP1.6m of
termination costs and GBP1.5m of reorganisation costs relating to
the Dalton acquisition and GBP0.4m of reorganisation costs relating
to Phaeacian.
5. See Note 7 for details.
6. See Note 10 for details.
Profit before tax
31 March 2022 31 March 2021
Profits GBP'm GBP'm
------------------------------------------- -------------- --------------
Core operating profit 69.4 51.5
Performance fee profit 4.1 19.5
Other (loss)/income(^) (2.7) 7.4
Share-based payments on preference shares (1.1) 0.3
Net exceptional items (7.6) (2.8)
------------------------------------------- -------------- --------------
Profit before tax 62.1 75.9
------------------------------------------- -------------- --------------
The non-GAAP alternative performance measures mentioned here are
described and reconciled on the APM page.
^ A reconciliation to reported results is given in the APM
section below.
The headline profit before tax for the year has decreased by 18%
to GBP62.1m (2021: GBP75.9m).
The analysis of the three key components of profits shows
that:
-- Core operating profits
Increased by 35% to GBP69.4m (2021: GBP51.5m) reflecting the
increase in net management fees which in turn is due to the 37%
increase in average AuM. Over time, we expect to grow core profits
as a proportion of the Group's total earnings, and thereby reduce
the volatility of total earnings due to performance fees.
-- Performance fee profits
Performance fee profits decreased sharply because of more muted
investment performance during the current year, where markets were
more challenging for the Covid-19 winners from 2020.
-- Other (loss)/income
In line with the reduction in performance fee profits, the
decrease in other income is a product of the more muted performance
of the portfolio of seed investments, net of hedging, held on the
Group's balance sheet.
Earnings per share
Basic EPS decreased by 24% to 50.8p during the year (2021:
67.2p) and diluted EPS decreased by 24% to 48.7p (2021: 64.0p). The
effect of the adjustments made in arriving at the adjusted diluted
total EPS and adjusted diluted core EPS figures of the Group is as
follows:
(Pence) 31 March 2022 31 March 2021
----------------------------------------------- ------------- -------------
Diluted earnings per share 48.7 64.0
Impact of share-based payments - preference
shares 1.1 (0.3)
Impact of deferment, where staff compensation
costs are deferred into future periods (0.8) (3.7)
Impact of exceptional items 7.0 2.2
----------------------------------------------- ------------- -------------
Adjusted diluted total EPS 56.0 62.2
Performance fee profit and other income 2.2 21.6
----------------------------------------------- ------------- -------------
Adjusted diluted core EPS 53.8 40.6
----------------------------------------------- ------------- -------------
Preference shares
A separate class of preference share has historically been
issued by Polar Capital Partners Limited for purchase by each new
team of fund managers on their arrival at the Group.
These shares provide each manager with an economic interest in
the funds that they run and ultimately enable the manager to
convert their interest in the revenues generated from their funds
into equity in Polar Capital Holdings plc.
The equity is awarded in return for the forfeiture of their
current core economic interest and vests over three years with the
full quantum of the dilution being reflected in the diluted share
count (and so diluted EPS) from the point of conversion.
The event has been designed to be, at both the actual and the
diluted levels, earnings enhancing to shareholders.
In the year to 31 March 2022 there were two conversions of
preference shares into Polar Capital Holdings plc equity (2021:
nil).
As at 31 March 2022 five sets of preference shares have the
ability to call for a conversion.
The call must be made on or before 30 November 2022 if any
conversion is to take place with effect from 31 March 2022.
No further preference shares are expected to be issued after
this year and any new teams arriving will instead be on a revenue
sharing model with deferment into equity in Polar Capital Holdings
plc as the new long-term incentivisation plan for investment teams.
This revised model is not expected to change core distributions
when measured in percentage terms against net management fee
revenue and is expected to be simpler to administer compared to the
preference shares arrangement.
See Note 5 for details.
Balance sheet and cash
At the year end the cash balances of the Group were GBP121.1m
(2021: GBP136.7m). The decrease was due to reduced cash generation
from lower performance fee profits combined with the timing of the
second interim dividend for 2021, which reflected the above average
performance fee profits last year, being paid in July 2021. At the
balance sheet date the Group held GBP48.3m of investments in its
funds (2021: GBP39.1m).
Capital management
The Group believes in retaining a strong balance sheet. The
capital that is retained in the business is used to seed new
investment products, used as a buffer for times of uncertainty, pay
dividends and fund the EBT to buy Company shares to reduce the
dilutive effects of LTIP and option awards. As the Group grows in
size, the allocation of overall capital amongst these four
categories may change.
As at 31 March 2022 GBP48.3m (2021: GBP39.1m) of the Group's
balance sheet was invested to seed fledgling funds and during the
year the Group advanced loans to the EBT of GBP11.8m (2021: GBP10m)
to buy shares in the Company.
The Group's dividend policy is to pay an annual dividend within
a range of 55% and 85% of adjusted total earnings, dependent on the
scale of performance fees in the relevant year and the anticipated
trading conditions for the following year.
As at 31 March 2022 the Group had surplus capital of GBP69.7m
(2021: GBP60.4m) above its regulatory capital requirement of GBP26m
(2021: GBP25m) and July 2022 dividend commitment of GBP31m (2021:
GBP29.8m).
We do not expect the implementation of IFPR and the introduction
of the new Internal Capital Adequacy and Risk Assessment regime
(ICARA) to have a material affect on the Group's regulatory capital
requirements.
Going concern
The Financial Reporting Council has determined that all
companies should carry out a rigorous assessment of all the factors
affecting the business in deciding to adopt a going concern basis
for the preparation of the accounts.
The Directors have reviewed and examined the financial and other
processes embedded in the business, in particular the annual budget
process and the financial stress testing inherent in the Internal
Capital Adequacy Assessment Process (ICAAP).
On the basis of such review and the significant liquid assets
underpinning the balance sheet relative to the Group's predictable
operating cost profile the Directors consider that the adoption of
a going concern basis, covering a period of at least 12 months from
the date of this report, is appropriate.
Samir Ayub
Finance Director
24 June 2022
Alternative Performance Measures (APMs)
The Group uses the non-GAAP APMs listed below to provide users
of the annual report and accounts with supplemental financial
information that helps explain its results for the current
accounting period.
APM Definition Reconciliation Reason for use
------------------- ------------------------- ------------------- ------------------------------------------
Core operating Profit before APM reconciliation To present a measure of the
profit performance fee Group's profitability excluding
profits, other performance fee profits and
income and tax. other components which may
be volatile, non-recurring
or non-cash in nature.
------------------- ------------------------- ------------------- ------------------------------------------
Performance fee Gross performance APM reconciliation To present a clear view of
profit fee income less the net amount of performance
performance fee fee earned by the Group after
interests due accounting for staff remuneration
to staff. payable that is directly attributable
to performance fee revenues
generated.
------------------- ------------------------- ------------------- ------------------------------------------
Core distributions Variable compensation APM reconciliation To present additional information
payable to investment thereby assisting users of
teams from management the accounts in understanding
fee revenue. key components of variable
costs paid out of management
fee revenue.
------------------- ------------------------- ------------------- ------------------------------------------
Performance Variable compensation APM reconciliation To present additional information
fee interests payable to investment thereby assisting users of
teams from performance the accounts in understanding
fee revenue. key components of variable
costs paid out of performance
fee revenue.
------------------- ------------------------- ------------------- ------------------------------------------
Adjusted diluted Profit after Finance The Group believes that (a)
total EPS tax but excluding review as the preference share awards
(a) cost of share-based have been designed to be earnings
payments on preference enhancing to shareholders adjusting
shares, (b) the for this non-cash item provides
net cost of deferred a useful supplemental understanding
staff remuneration of the financial performance
and (c) exceptional of the Group, (b) comparing
items which may staff remuneration and profits
either be non-recurring generated in the same time
or non-cash in period (rather than deferring
nature, and in remuneration over a longer
the case of adjusted vesting period) allows users
diluted earnings of the accounts to gain a useful
per share, divided supplemental understanding
by the weighted of the Group's results and
average number their comparability period
of ordinary shares. on period and (c) removing
acquisition related transition
and termination costs as well
as the non-cash amortisation,
and any impairment, of intangible
assets and goodwill provides
a useful supplemental understanding
of the Group's results.
------------------- ------------------------- ------------------- ------------------------------------------
Adjusted diluted Core operating Finance To present additional information
core EPS profit after review that allows users of the accounts
tax excluding to measure the Group's earnings
the net cost excluding those from performance
of deferred core fees and other components which
distributions may be volatile, non-recurring
divided by the or non-cash in nature.
weighted average
number of ordinary
shares.
------------------- ------------------------- ------------------- ------------------------------------------
Core operating Core operating Finance To present additional information
margin profit divided review that allows users of the accounts
by to measure the core profitability
net management of the Group before performance
fees revenue. fee profits, and other components,
which can be volatile and non-recurring.
------------------- ------------------------- ------------------- ------------------------------------------
Net management Gross management Finance To present a clear view of
fee fees less commissions review the net amount of management
and fees payable. fees earned by the Group after
accounting for commissions
and fees payable.
------------------- ------------------------- ------------------- ------------------------------------------
Net management Net management Finance To present additional information
fee yield fees divided review that allows users of the accounts
by average AuM. to measure the fee margin for
the Group in relation to its
assets under management.
------------------- ------------------------- ------------------- ------------------------------------------
Summary of non-GAAP financial performance and reconciliation of
APMs to reported results
The summary below reconciles key APMs the Group measures to its
reported results for the current year and also reclassifies the
line-by-line impact on consolidation of seed investments to provide
a clearer understanding of the Group's core business operation of
fund management.
Any seed investments in newly launched or nascent funds, where
the Group is determined to have control, are consolidated. As a
consequence, the statement of profit or loss of the fund is
consolidated into that of the Group on a line-by-line basis. Any
seed investments that are not consolidated are fair valued through
a single line item (other income) on the Group consolidated
statement of profit or loss.
Reclassification
2022 on consolidation 2022
Reported of seed Reclassification Non-GAAP
Results investments of costs results
GBP'm GBP'm GBP'm GBP'm APMs
--------------------- ----------- ------------------ ------------------- ----------- -------------------
Management and
research fees 209.9 - - 209.9
Commissions
and fees payable (22.6) - - (22.6)
Net management
187.3 - - 187.3 fees
Operating costs (140.9) 0.5 76.5 (63.9)
- - (54.0) (54.0) Core distributions
--------------------- ----------- ------------------ ------------------- ----------- -------------------
Core operating
46.4 0.5 22.5 69.4 profit
Performance
fees 14.1 - - 14.1
Performance fee
- - (10.0) (10.0) interests
--------------------- ----------- ------------------ ------------------- ----------- -------------------
Performance fee
14.1 - (10.0) 4.1 profit
--------------------- ----------- ------------------ ------------------- ----------- -------------------
Other income/(loss) 1.6 (0.5) (3.8) (2.7)
Share-based
payments
on preference
shares - - (1.1) (1.1)
Net exceptional
items - - (7.6) (7.6)
Profit for the
year before
tax 62.1 - - 62.1
--------------------- ----------- ------------------ ------------------- ----------- -------------------
Consolidated Statement of Profit or Loss
For the year ended 31 March 2022
31 March 2022 31 March 2021
GBP'000 GBP'000
--------------------------------------------- ------------- -------------
Revenue 224,107 201,508
Other income 1,561 8,306
---------------------------------------------- ------------- -------------
Gross income 225,668 209,814
Commissions and fees payable (22,642) (15,389)
---------------------------------------------- ------------- -------------
Net income 203,026 194,425
Operating costs (140,936) (118,510)
---------------------------------------------- ------------- -------------
Profit for the year before tax 62,090 75,915
Taxation (13,166) (13,197)
---------------------------------------------- ------------- -------------
Profit for the year attributable to ordinary
shareholders 48,924 62,718
---------------------------------------------- ------------- -------------
Earnings per share
Basic 50.8p 67.2p
Diluted 48.7p 64.0p
Adjusted basic (Non-GAAP measure) 58.4p 65.2p
Adjusted diluted (Non-GAAP measure) 56.0p 62.2p
---------------------------------------------- ------------- -------------
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2022
31 March 2022 31 March 2021
GBP'000 GBP'000
---------------------------------------------------- -------------- --------------
Profit for the year attributable to ordinary
shareholders 48,924 62,718
----------------------------------------------------- -------------- --------------
Other comprehensive income/(loss) - items
that will be reclassified to profit or
loss statement in subsequent periods
Net movement on fair valuation of cash
flow hedges - 1,173
Deferred tax effect - (223)
----------------------------------------------------- -------------- --------------
- 950
Exchange differences on translation of
foreign operations 1,140 (1,264)
----------------------------------------------------- -------------- --------------
Other comprehensive income/(loss) for
the year 1,140 (314)
----------------------------------------------------- -------------- --------------
Total comprehensive income for the year,
net of tax, attributable to ordinary shareholders 50,064 62,404
----------------------------------------------------- -------------- --------------
All of the items in the above statements are derived from
continuing operations.
Consolidated Balance Sheet
As at 31 March 2022
31 March 31 March
2022 2021
GBP'000 GBP'000
----------------------------------------------------- -------- --------
Non-current assets
Goodwill and intangible assets 17,100 24,998
Property and equipment 4,113 5,104
Deferred tax assets 3,475 5,783
------------------------------------------------------ -------- --------
24,688 35,885
------------------------------------------------------ -------- --------
Current assets
Assets at fair value through profit or
loss 77,783 57,151
Trade and other receivables 25,430 23,924
Other financial assets 2,695 84
Cash and cash equivalents 121,128 136,718
Current tax assets 1,563 1,966
------------------------------------------------------ -------- --------
228,599 219,843
------------------------------------------------------ -------- --------
Total assets 253,287 255,728
------------------------------------------------------ -------- --------
Non-current liabilities
Provisions and other liabilities 2,871 4,123
Liabilities at fair value through profit
or loss 637 4,258
Deferred tax liabilities 3,435 4,116
------------------------------------------------------ -------- --------
6,943 12,497
------------------------------------------------------ -------- --------
Current liabilities
Liabilities at fair value through profit
or loss 10,023 16,124
Trade and other payables 80,054 71,598
Other financial liabilities 20 4,069
------------------------------------------------------ -------- --------
90,097 91,791
------------------------------------------------------ -------- --------
Total liabilities 97,040 104,288
------------------------------------------------------ -------- --------
Net assets 156,247 151,440
------------------------------------------------------ -------- --------
Capital and reserves
Issued share capital 2,506 2,468
Share premium 19,364 19,364
Investment in own shares (24,915) (26,579)
Capital and other reserves 12,417 11,030
Retained earnings 146,875 145,157
------------------------------------------------------ -------- --------
Total equity - attributable to ordinary shareholders 156,247 151,440
------------------------------------------------------ -------- --------
Consolidated Statement of Changes in Equity
For the year ended 31 March 2022
Issued Share Investment Capital Other Retained Total equity
share premium in own shares reserves reserves earnings
capital GBP'000 GBP'000
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------- -------- -------- -------------- --------- --------- --------- ------------
As at 1 April 2020 2,417 19,101 (24,139) 695 7,646 110,358 116,078
Profit for the year - - - - - 62,718 62,718
Other comprehensive
loss - - - - (314) - (314)
----------------------------------------- -------- -------- -------------- --------- --------- --------- ------------
Total comprehensive
income - - - - (314) 62,718 62,404
Dividends paid to
shareholders - - - - - (31,907) (31,907)
Issue of shares 51 263 - - - (487) (173)
Own shares acquired - - (6,473) - - - (6,473)
Release of own shares - - 4,033 - - (1,150) 2,883
Share-based payment - - - - - 5,625 5,625
Current tax in respect
of employee share
options - - - - 377 - 377
Deferred tax in respect
of employee share
options - - - - 2,626 - 2,626
----------------------------------------- -------- -------- -------------- --------- --------- --------- ------------
As at 1 April 2021 2,468 19,364 (26,579) 695 10,335 145,157 151,440
Profit for the year - - - - - 48,924 48,924
Other comprehensive
income - - - - 1,140 - 1,140
----------------------------------------- -------- -------- -------------- --------- --------- --------- ------------
Total comprehensive
income - - - - 1,140 48,924 50,064
Dividends paid to
shareholders - - - - - (43,400) (43,400)
Dividends paid to
third-party interests - - - - - (3) (3)
Issue of shares 38 - - - - 143 181
Own shares acquired - - (12,773) - - - (12,773)
Release of own shares - - 14,437 - - (11,297) 3,140
Share-based payment - - - - - 7,351 7,351
Current tax in respect
of employee share
options - - - - 2,682 - 2,682
Deferred tax in respect
of employee share
options - - - - (2,435) - (2,435)
----------------------------------------- -------- -------- -------------- --------- --------- --------- ------------
As at 31 March 2022 2,506 19,364 (24,915) 695 11,722 146,875 156,247
----------------------------------------- -------- -------- -------------- --------- --------- --------- ------------
Consolidated Cash Flow Statement
For the year ended 31 March 2022
31 March 31 March
2022 2021
GBP'000 GBP'000
------------------------------------------------- -------- -----------------
Cash flows generated from operating activities
Cash generated from operations 85,323 90,854
Tax paid (10,861) (13,606)
Interest received 307 53
Interest on lease (95) (107)
------------------------------------------------- -------- -----------------
Net cash inflow generated from operating
activities 74,674 77,194
------------------------------------------------- -------- -----------------
Cash flows generated from investing activities
Investment income 227 193
Sale of assets at fair value through profit
or loss 41,240 33,292
Purchase of assets at fair value through
profit or loss (70,335) (45,188)
Purchase of property and equipment (552) (156)
Cash introduced through business combination - 1,060
Payments in respect of business combination (8,120) (8,472)
Payments in respect of asset acquisition (1,257) (325)
Net cash proceeds from disposal of consolidated
seed investment - (264)
------------------------------------------------- -------- -----------------
Net cash outflow from investing activities (38,797) (19,860)
------------------------------------------------- -------- -----------------
Cash flows generated from financing activities
Dividends paid to shareholders (43,400) (31,907)
Lease payments (1,306) (1,296)
Issue of shares 1 257
Purchase of own shares (12,383) (6,118)
Third-party subscriptions into consolidated
funds 9,857 12,037
Third-party redemptions from consolidated
funds (4,552) (1,289)
------------------------------------------------- -------- -----------------
Net cash outflow from financing activities (51,783) (28,316)
------------------------------------------------- -------- -----------------
Net (decrease)/increase in cash and cash
equivalents (15,906) 29,018
Cash and cash equivalents at start of the
year 136,718 107,753
Effect of exchange rate changes on cash
and cash equivalents 316 (53)
------------------------------------------------- -------- -----------------
Cash and cash equivalents at end of the
year 121,128 136,718
------------------------------------------------- -------- -----------------
Selected notes to the Consolidated Financial Statements for the
year ended 31 March 2022
1. General information, Basis of Preparation and Accounting
policies
Corporate information
Polar Capital Holdings plc (the 'Company') is a public limited
company registered in England and Wales whose shares are traded on
the Alternative Investment Market ('AIM') of the London Stock
Exchange.
Group information
Details of operating subsidiaries, seed capital investments and
indirectly held entities consolidated into the Group are disclosed
in Note 8 below.
Basis of preparation
The consolidated Group financial statements have been prepared
on a going concern basis in accordance with UK-adopted
international accounting standards and in conformity with the
requirements of the Companies Act 2006.
The consolidated financial statements have been prepared under
the historical cost convention, modified by the measurement at fair
value of certain financial assets and liabilities and derivative
financial instruments. The consolidated financial statements are
presented in Sterling and all values are rounded to the nearest
thousand (GBP'000), except when otherwise stated.
Going concern
The Directors have made an assessment of going concern taking
into account both the Group's results as well as the impact on the
Group's outlook. As part of this assessment the Directors have used
information available to the date of issue of these financial
statements and considered the following key areas:
-- Analysis of the Group's budget for the year ending 31 March
2023, longer term financial projections and its regulatory capital
position and forecasts. The stress testing scenarios applied as
part of the Group's ICAAP have also been revisited to ensure they
remain appropriate.
-- Cash flow forecasts and an analysis of the Group's liquid
assets, which include cash and cash equivalents and seed
investments.
-- The operational resilience of the Group and its ability to
meet client servicing demands across all areas of the Group's
business, including outsourced functions, whilst ensuring the
wellbeing and health of its staff.
The Group continues to maintain a robust financial resources
position, access to cashflow from ongoing investment management
contracts and the Directors believe that the Group is well placed
to manage its business risks. The Directors also have a reasonable
expectation that the Group has adequate resources to continue
operating for a period of at least 12 months from the date of
signing the financial statements. Therefore, the Directors continue
to adopt the going concern basis of accounting in preparing the
consolidated financial statements.
Basis of consolidation
The consolidated financial statements of the Group comprise the
financial statements of the Company and its subsidiaries as at 31
March 2022. Subsidiaries are those entities over which the Group
has control. The Group controls an investee if, and only if, the
Group has:
-- Power over the investee;
-- Exposure, or rights, to variable returns from its involvement with the investee; and
-- The ability to use its power over the investee to affect returns.
The Group considers all relevant facts and circumstances in
assessing whether it has power over an investee, including the
purpose and design of an investee, relevant activities, substantive
and protective rights, voting rights and potential voting
rights.
The financial statements of subsidiaries are either prepared for
the same reporting period as the parent company or where necessary,
adjustments are made to the financial statements of subsidiaries to
bring their reporting period and results in line with those of the
Group. All intra-group transactions, balances, income and expenses
are eliminated on consolidation.
When the Group loses control over a subsidiary, it derecognises
the related assets, liabilities, third-party interest and other
components of equity, while any resultant gain or loss is
recognised in profit or loss. Any investment retained is recognised
at fair value.
Seed capital investments in funds that the Group manages are
accounted for as subsidiaries, associates or financial assets at
fair value through profit or loss (FVTPL) depending on the holdings
of the Group, on the level of influence and control that the Group
is judged to have and whether the Group assesses it is acting as an
agent or principal for its holdings in the seed capital
investments. There is no fixed minimum percentage at which the
Group consolidates, and each exposure is reviewed individually.
Where the Group concludes it is acting as a principal the entity
is consolidated. This assessment is based on the Group's total
exposure. This incorporates direct holdings, income earned from
management and performance fees and the assessed strength of
third-party kick-out rights.
The Group concludes that it acts as an agent when the power it
has over an entity is deemed to be exercised for the benefit of
third-party investors.
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control. Subsidiaries are fully
consolidated from the date on which the Group obtains control and
continue to be consolidated until the date when such control
ceases.
Where external investors hold redeemable shares in funds
controlled by the Group, the portion of profit or loss and net
assets held by these third-party interests is included within other
income in the consolidated statement of profit or loss and as
financial liabilities at FVTPL in the consolidated balance sheet
respectively.
Net cashflows on initial consolidation or deconsolidation are
presented as investing activities within the consolidated cashflow
statement. Cashflows from third-party interests into consolidated
funds are presented as financing activities.
Investment in associates
An associate is an entity over which the Group has significant
influence. Significant influence is the power to participate in the
financial and operating policy decisions of the investee but is not
control or joint control over those policies. Generally, it is
presumed that the Group has significant influence where it has
voting rights of 20% or more, but not control of an investee.
Seed capital investments over which the Group has significant
influence, but not control, are carried on the balance sheet as
assets at FVTPL as permitted by IAS 28: Investment in Associates,
with changes in fair value recognised in the consolidated statement
of profit or loss. The fair value of investments in associates is
determined by reference to the quoted price at the close of
business on the balance sheet date. The Group has no other
investments in associates and, therefore, no associates are
currently accounted for using the equity method.
Business Combination
Business combinations are accounted for using the acquisition
method. The cost of an acquisition is measured at the acquisition
date fair value, as are the identifiable net assets acquired and
liabilities incurred including any asset or liability resulting
from a contingent or deferred consideration arrangement and equity
instruments issued by the Group. The acquisition date is the date
on which the Group effectively obtains control of the acquiree.
Acquisition-related costs are expensed as incurred and included
within administrative costs in the consolidated statement of profit
or loss.
The Group applies the optional concentration test to assess
whether an acquired set of activities is not a business. If the
concentration test is not met, the Group then determines that it
has acquired a business when the acquired set of activities and
assets include an input and a substantive process that together
significantly contribute to the ability to create outputs.
Goodwill and intangible assets
Goodwill arising on the acquisition of a business is the excess
of the consideration paid over the net identifiable assets acquired
and liabilities assumed. Goodwill is measured at cost less any
accumulated impairment losses. Impairment testing is based on the
expected future benefits of the relevant cash-generating unit (CGU)
as a whole.
Intangible assets such as investment management contracts
acquired separately are measured on initial recognition at cost
which is their fair value as at acquisition date. Following initial
recognition, intangible assets are carried at cost less any
accumulated amortisation and accumulated impairment losses, with
the related expenditure or charge recognised in the consolidated
statement of profit or loss. Intangible assets are amortised on a
straight-line basis over their useful economic lives. Intangible
assets are derecognised upon disposal or when no future economic
benefits are expected from their use or disposal. Any gain or loss
on derecognition is included in the consolidated statement of
profit or loss.
Financial assets
The Group's financial assets include seed capital investments,
investment securities, trade and other receivables, cash and
equivalents and derivative financial instruments. The
classification adopted by the Group depends on the purpose for
which the financial assets were acquired and is determined at
initial recognition.
Financial assets are initially recognised at fair value, being
the consideration given, plus, any directly attributable
transaction costs, except in the case of financial assets recorded
at fair value through profit or loss where transaction costs are
immediately recognised in the consolidated statement of profit or
loss.
Purchases and sales of financial assets are recognised at trade
date, being the date when the Group commits to purchase or sell the
asset.
Financial assets at fair value through profit or loss
(FVTPL)
Financial assets at FVTPL include the Group's investments in the
funds that it manages, but does not control, including those which
are held by the Group against bonus awards deferred into fund
units. Such assets are subsequently carried at fair value, with any
gains or losses arising from changes in fair value being recognised
in the consolidated statement of profit or loss.
Investment securities
Investment securities represent securities both long and short
positions, other than derivatives, held by consolidated funds.
These securities are classified as FVTPL and are measured at fair
value with gains and losses recognised through the consolidated
statement of profit or loss.
Financial liabilities
The Group's financial liabilities include trade and other
payables, derivative financial instruments, deferred consideration
payable and third-party interests in funds that have been
consolidated as subsidiaries.
Financial liabilities at fair value through profit or loss
Financial liabilities at FVTPL are carried at fair value, with
gains and losses recognised in the consolidated statement of profit
or loss within other income in the period in which they arise.
Financial liabilities at FVTPL include third-party interests in
consolidated funds which are classified as at FVTPL.
Contingent liabilities
Contingent liabilities are potential obligations that may arise
due to uncertain future events that are not wholly within the
control of the Group. Such liabilities are disclosed when the
chance of such events occurring is no longer remote.
Revenue from contracts with customers
Revenue from contracts with customers represents fees
receivable, excluding value added tax, for discretionary investment
management services and research fees during the year.
Management fees are based on a percentage of assets under
management either per calendar month or quarter as set out in the
relevant investment management agreements (IMA). Management fees
relate specifically to the Group's provision of investment
management services for each relevant time period and therefore
such services are satisfied over time because either the customer
simultaneously receives and consumes the benefits provided by the
fund manager as the service is provided or, the fund manager's
performance enhances the assets that the fund controls. Management
fees are recognised as the service is provided and it is probable
that the fee will be collected.
Research fee income relates to research provided in respect of
funds managed in accordance with the relevant IMA and is recognised
as the service is provided and it is probable that the fee will be
collected.
Performance fees are variable consideration based on a
percentage of investment performance achieved relative to
predefined benchmarks as set out in the relevant IMA. Performance
fees by their nature are highly susceptible to volatility until
they are crystallised and are no longer subject to claw back. This
is usually at the end of the performance period of a fund when the
performance fee calculation can be confirmed with certainty.
Therefore, performance fees are recognised at the point when they
are crystallised.
Commissions and fees payable
Commissions and fees payable to third parties are in respect of
rebates on investment management fees, distribution and research
fees payable to third parties are recognised over the period for
which the service is provided.
Standards and amendments not yet effective
There are no new or amended standards and interpretations that
are issued, but not yet effective, up to the date of issuance of
the Group's consolidated financial statements that would be
expected to have a material impact on the Group when they become
effective.
Changes in accounting policies and disclosures
No standards or amendments have been issued during the year that
have had or are expected to have an impact on the Group's
consolidated financial statements.
2. Revenue
31 March 2022 31 March 2021
GBP'000 GBP'000
---------------------------------------- ------------- -------------
Investment management and research fees 209,988 157,326
Investment performance fees 14,119 43,584
Gain on forward currency contracts - 598
---------------------------------------- ------------- -------------
224,107 201,508
---------------------------------------- ------------- -------------
The Group used forward currency contracts to hedge management
fees derived from non-Sterling based funds in previous years.
Effective 1 April 2021, the Group has discontinued its revenue
hedging programme.
Geographical analysis of revenue (based on the residency of
source) is as follows:
31 March 2022 31 March 2021
GBP'000 GBP'000
----------------------------------- ------------- -------------
United Kingdom 35,138 28,431
Ireland 166,752 166,588
Cayman Islands 4,232 1,910
United States of America 5,698 2,002
Rest of Europe 11,675 1,979
Rest of the world 612 -
Gain on forward currency contracts - 598
----------------------------------- ------------- -------------
224,107 201,508
----------------------------------- ------------- -------------
3. Operating costs
a) Operating costs include the following expenses:
31 March 2022 31 March 2021
GBP'000 GBP'000
----------------------------------------------------- ------------- -------------
Staff costs including partnership profit allocations 107,989 94,925
Depreciation 1,404 1,399
Amortisation and impairment of intangible assets 7,860 419
Auditors' remuneration 383 418
----------------------------------------------------- ------------- -------------
Included within operating costs is a net amount of GBP3.5m in
relation to termination and reorganisation costs treated as
exceptional items.
b) Auditors' remuneration:
31 March 31 March 2021
2022 GBP'000
GBP'000
------------------------------------------------- --------- --------------
Audit of Group and Company financial statements 125 135
Local statutory audits of subsidiaries 151 128
Audit-related assurance services 6 10
Other assurance services - internal controls
report 101 77
Other advisory services - regulatory review - 28
Tax advisory services - 40
------------------------------------------------- --------- --------------
383 418
------------------------------------------------- --------- --------------
4. Dividends paid and proposed
Dividends on ordinary shares declared and paid during the
year:
31 March 2022 31 March 2021
GBP'000 GBP'000
-------------------------------------------------- ------------- -------------
First interim dividend for 2022: 14.0p per share
(2021: 9.0p per share) 13,564 8,413
Second interim dividend for 2021: 31.0p per share
(2020: 25.0p per share) 29,836 23,494
--------------------------------------------------
Total dividend paid and charged to equity 43,400 31,907
-------------------------------------------------- ------------- -------------
The Board has declared a second interim dividend of 32.0p (2021:
31.0p) to be paid in July 2022.
Together with the first interim dividend of 14.0p paid in
January 2022 the total dividend for the year amounts to 46.0p
(2021: 40.0p).
5. Share-based payments
A summary of the charge to the consolidated statement of profit
or loss for each share-based payment arrangement is as follows:
31 March 31 March
2022 2021
GBP'000 GBP'000
------------------------------- --------- ---------
Preference shares 1,095 (333)
LTIP and initial share awards 3,808 3,312
Equity incentive plan 740 794
Deferred remuneration plan 1,708 1,852
------------------------------- --------- ---------
7,351 5,625
------------------------------- --------- ---------
Certain employees of the Group and partners of Polar Capital LLP
hold Manager Preference Shares or Manager Team Member Preference
Shares (together 'Preference Shares') in Polar Capital Partners
Limited, a group company.
The preference shares are designed to incentivise and retain the
Group's fund management teams. These shares provide each manager
with an economic interest in the funds that they run and ultimately
enable the manager, at their option and at a future date, to
convert their interest in the revenues generated from their funds
to a value that may (at the discretion of the parent undertaking,
Polar Capital Holdings plc) be satisfied by the issue of ordinary
shares in Polar Capital Holdings plc. Such conversion takes place
according to a pre-defined conversion formula that considers the
relative contribution of the manager to the Group as a whole. The
equity is awarded in return for the forfeiture of a manager's
current core economic interest and is issued over three years from
the date of conversion.
The issue of the Preference Shares constitutes a share-based
payment under IFRS 2 and the cost is the estimated fair value, at
the date of issue of the preference shares, of the effective
entitlement to the ordinary shares. At each reporting date the
estimated number of ordinary shares to be ultimately issued upon
conversion will vary and the holder, initially, and the Group,
ultimately, determines the start of the three year period
('Crystallisation') over which the ordinary shares are awarded
following conversion. The start of this period will always be at
least three years after the end of the financial accounting period
in which the preference shares are issued.
In the year to 31 March 2022, the Biotechnology team called for
a full conversion and the Convertible team called for a partial
conversion of preference shares into Polar Capital Holdings plc
equity (2021: none).
At 31 March 2022 five sets of preference shares (2021: four
sets) have the right to call for conversion.
The following table illustrates the number of, and movements in,
the estimated number of ordinary shares to be issued.
Estimated number of ordinary shares to be issued against
preference shares with a right to call for conversion:
31 March 2022 31 March 2021
Number of shares Number of shares
---------------------------- ------------------ ------------------
At 1 April 4,426,528 4,676,882
Conversion/crystallisation (1,350,514) -
Movement in the year (335,410) (250,354)
---------------------------- ------------------ ------------------
At 31 March 2,740,604 4,426,528
---------------------------- ------------------ ------------------
Number of ordinary shares to be issued against converted
preference shares:
31 March 2022 31 March 2021
Number of shares Number of shares
------------------------------ ------------------ ------------------
Outstanding at 1 April 1,766,541 3,733,904
Conversion/crystallisation 1,350,514 -
Adjustment on re-calculation (295,954) (344,982)
Issued in the year (1,468,973) (1,622,381)
------------------------------ ------------------ ------------------
Outstanding at 31 March 1,352,128 1,766,541
------------------------------ ------------------ ------------------
6. Earnings per Share
A reconciliation of the figures used in calculating the basic,
diluted and adjusted earnings per share (EPS) figures is as
follows:
31 March 2022 31 March 2021
GBP'000 GBP'000
Earnings
Profit after tax for purpose of basic and diluted
EPS 48,924 62,718
--------------------------------------------------- ------------- -------------
Adjustments (post tax):
Add exceptional items - acquisition related
costs 2,896 1,908
Add exceptional items - amortisation of intangible
assets 1,865 419
Add exceptional items - impairment of intangible
assets 5,995 -
Less exceptional items - net gain on derecognition
of deferred consideration liabilities (3,749) -
Add/ (less) back cost of share-based payments
on preference shares 1,095 (333)
Less net amount of deferred staff remuneration (793) (3,728)
--------------------------------------------------- ------------- -------------
Profit after tax for purpose of adjusted basic
and adjusted diluted EPS 56,233 60,984
--------------------------------------------------- ------------- -------------
The adjusted EPS figure includes an adjustment for deferred
remuneration costs. The Group believes that aligning staff
remuneration and profits generated in the same period will allow
users of the financial statements to gain a supplemental
understanding of the Group's results and their comparability year
on year.
Exceptional items were excluded from the adjusted EPS
calculations as they included costs such as non-recurring
acquisition related transition and termination costs as well as net
gains arising on the derecognition of deferred consideration
liabilities and the amortisation and impairment of certain acquired
intangible assets.
31 March 2022 31 March 2021
Number of shares Number of shares
'000 '000
-------------------------------------------------- ----------------- -----------------
Weighted average number of shares
Weighted average number of ordinary shares,
excluding own shares, for the purpose of basic
and adjusted basic EPS 96,300 93,396
Effect of dilutive potential shares - LTIPs,
share options and preference shares crystallised
but not yet issued 4,190 4,552
-------------------------------------------------- ----------------- -----------------
Weighted average number of ordinary shares,
for purpose of diluted and adjusted diluted
EPS 100,490 97,948
-------------------------------------------------- ----------------- -----------------
31 March 2022 31 March 2021
Pence Pence
------------------- ------------- -------------
Earnings per share
Basic 50.8 67.2
Diluted 48.7 64.0
Adjusted basic 58.4 65.2
Adjusted diluted 56.0 62.2
------------------- ------------- -------------
7. Goodwill and intangible assets
Investment
management
Goodwill contracts Total
GBP'000 GBP'000 GBP'000
----------------------------------------- ----------- ------------ ----------
Cost
As at 1 April 2021 6,770 18,647 25,417
Re-measurement of goodwill(1) (38) - (38)
----------------------------------------- ----------- ------------ ----------
As at 31 March 2022 6,732 18,647 25,379
----------------------------------------- ----------- ------------ ----------
Accumulated amortisation and impairment
As at 1 April 2021 - 419 419
Amortisation for the year - 1,865 1,865
Impairment for the year - 5,995 5,995
----------------------------------------- ----------- ------------ ----------
As at 31 March 2022 - 8,279 8,279
----------------------------------------- ----------- ------------ ----------
Net book value as at 31 March 2022 6,732 10,368 17,100
----------------------------------------- ----------- ------------ ----------
Cost
As at 1 April 2020 - - -
Acquisition during the year 6,770 18,647 25,417
----------------------------------------- ----------- ------------ ----------
As at 31 March 2021 6,770 18,647 25,417
----------------------------------------- ----------- ------------ ----------
Accumulated amortisation and impairment
As at 1 April 2020 - - -
Amortisation for the year - 419 419
Impairment for the year - - -
----------------------------------------- ----------- ------------ ----------
As at 31 March 2021 - 419 419
----------------------------------------- ----------- ------------ ----------
Net book value as at 31 March 2021 6,770 18,228 24,998
----------------------------------------- ----------- ------------ ----------
1. The re-measurement of goodwill relates to the purchase price
adjustment recognised in the current year.
The amortisation and impairment of intangible assets have been
treated as exceptional items.
(a) Goodwill
Goodwill relates to the acquisition of Dalton Capital (Holdings)
Limited, the parent company of Dalton Strategic Partnership LLP, a
UK based boutique asset manager. The goodwill is attributable to a
single CGU.
(b) Intangible assets
The table below shows the carrying amount assigned to each
component of the intangible asset and the remaining amortisation
period.
31 March 2022 31 March 2021
------------------------------------------ ------------------------- -------------------------
Carrying Remaining Carrying Remaining
value amortisation value amortisation
GBP'000 period GBP'000 period
------------------------------------------ --------- -------------- --------- --------------
Investment management contracts
acquired from Dalton Capital (Holdings)
Limited 10,368 8.9 years 11,531 9.9 years
Investment management contracts - - 6,697 9.5 years
acquired from First Pacific Advisors
LP
------------------------------------------ --------- -------------- --------- --------------
10,368 18,228
------------------------------------------ --------- -------------- --------- --------------
The Group has fully impaired the carrying value of the
intangible asset at the reporting date relating to the investment
management contracts of the International Value and World Value
equity funds acquired from First Pacific Advisors LP in 2021. This
was due to the closure of the funds managed by the team in May
2022. As a result, an impairment loss of GBP6.0m was recognised
within operating costs in the consolidated statement of profit or
loss, an unrealised gain was recorded on the derecognition of the
corresponding liability of GBP4.8m and GBP0.4m of further
reorganisation costs in relation to the closure of the mutual funds
have been recorded with a net impact to profit before tax of
GBP1.6m .
8. Subsidiary undertakings
The consolidated financial statements of the Group include the
operating subsidiaries listed below. At 31 March 2022 and 2021 all
operating subsidiaries, other than Polar Capital Partners Limited
and Polar Capital US Holdings Limited, were indirectly held. All
operating subsidiaries are wholly owned, except for: Polar Capital
LLP in which Polar Capital Partners Limited has contributed 23%
(2021: 25%) of the capital. The Company is deemed to be the
controlling party of Polar Capital LLP.
Name Country Registered Principal
of incorporation office activities
Polar Capital Partners UK 16 Palace Street, Services company
Limited London, UK
------------------ ------------------------ ----------------------
Polar Capital US UK 16 Palace Street, Investment holding
Holdings Limited London, UK company
------------------ ------------------------ ----------------------
Polar Capital LLP UK 16 Palace Street, Investment management
London, UK
------------------ ------------------------ ----------------------
Polar Capital Secretarial UK 16 Palace Street, Corporate secretary
Services Limited London, UK
------------------ ------------------------ ----------------------
Polar Capital Partners Jersey 12 Castle Street, Investment management
(Jersey) Limited St Helier, Jersey
------------------ ------------------------ ----------------------
Polar Capital (America) USA 2711 Centreville Road, Investment advisory
Corporation Wilmington, USA
------------------ ------------------------ ----------------------
Polar Capital (Europe) France 18 Rue de Londres, Investment management
SAS 75009 Paris, France
------------------ ------------------------ ----------------------
Polar Capital (Shanghai) China Bund Finance Centre Services company
Consulting Co Limited S2, No.600 Zhongshan
East 2 Road, Shanghai,
200010
------------------ ------------------------ ----------------------
Polar Capital Holdings USA 1209 Orange Street, Investment holding
LLC Wilmington, USA company
------------------ ------------------------ ----------------------
Dalton Capital (Holdings) UK 16 Palace Street, Investment holding
Limited London, UK company
------------------ ------------------------ ----------------------
Dalton Strategic UK 16 Palace Street, Investment management
Partnership LLP London, UK
------------------ ------------------------ ----------------------
Polar Funds Marketing Switzerland Klausstrasse 4, 8008 Investment management
(Switzerland) AG Zurich, Switzerland
------------------ ------------------------ ----------------------
Polar Capital (Singapore) Singapore 77 Robinson Road, Services company
Private Limited #13-00, Robinson 77,
Singapore (068896)
------------------ ------------------------ ----------------------
The consolidated financial statements of the Group also include
the following seed capital investments and indirectly held entities
which were judged to require consolidation into the Group as at 31
March 2022:
Name Country Registered office Principal Percentage
of activities of ordinary
incorporation shares held
Polar Capital 4 Georges Court,
China Stars 54-62 Townsend Street,
Fund Ireland Dublin, Ireland UCITS sub-fund 67%
---------------- ------------------------- ---------------- -------------
PO Box 309 Ugland
Polar Capital House
China Mercury Grand Cayman KY1-1104 Alternative
Fund Cayman Islands Cayman Islands Fund 65%
---------------- ------------------------- ---------------- -------------
Polar Capital
Emerging Market 50 S.LaSallee Street,
Stars Fund USA Chicago, USA Mutual Fund 98%
---------------- ------------------------- ---------------- -------------
Polar Capital 4 Georges Court,
Smart Mobility 54-62 Townsend Street,
Fund Ireland Dublin, Ireland UCITS sub-fund 50%
---------------- ------------------------- ---------------- -------------
Phaeacian Partners 1209 Orange Street, Investment
Holdings LP USA Wilmington, USA management 55%
---------------- ------------------------- ---------------- -------------
Phaeacian Partners 1209 Orange Street, Investment
LLC USA Wilmington, USA management 55%
---------------- ------------------------- ---------------- -------------
9. Financial Instruments
The fair value of financial instruments that are traded in
active markets at each reporting date is determined by reference to
quoted market prices or dealer price quotation (bid price for long
positions and ask price for short positions), without any deduction
for transaction costs. For financial instruments not traded in an
active market, such as forward exchange contracts, the fair value
is determined using appropriate valuation techniques that take into
account the terms and conditions of the contracts and utilise
observable market data, such as spot and forward rates, as
inputs.
The Group uses the following hierarchy for determining and
disclosing the fair value of financial instruments by valuation
technique:
Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities.
Level 2: other techniques for which all inputs which have a
significant effect on the recorded fair value are observable,
either directly or indirectly.
Level 3: techniques which use inputs which have a significant
effect on the recorded fair value that are not based on observable
market data.
At the end of both the current year as well as the comparative
period, all financial instruments at fair value through profit or
loss held by the Group were Level 1 except for:
-- forward foreign exchange contracts classified as Level 2.
These were fair valued using valuation techniques that incorporate
foreign exchange spot and forward rates.
-- deferred consideration payable and other financial liability
are classified as Level 3. These were fair valued using discounted
cash flow models that incorporate unobservable inputs.
The fair value hierarchy of financial assets and liabilities
which are carried at fair value at the year-end is as follows:
2022 2021
------------------------------------------ ------------------------------------------
Level Level Level Total Level Level Level 3 Total
1 2 3 GBP'000 1 2 GBP'000 GBP'000
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- --------- --------- --------- --------- --------- --------- --------- ---------
Financial assets
Assets at FVTPL 77,783 - - 77,783 57,151 - - 57,151
Other financial
assets 2,695 - - 2,695 - 84 - 84
----------------------- --------- --------- --------- --------- --------- --------- --------- ---------
80,478 - - 80,478 57,151 84 - 57,235
----------------------- --------- --------- --------- --------- --------- --------- --------- ---------
Financial liabilities
Liabilities at
FVTPL 9,805 - 855 10,660 6,328 - 14,054 20,382
Other financial
liabilities - 20 - 20 4,069 - - 4,069
----------------------- --------- --------- --------- --------- --------- --------- --------- ---------
9,805 20 855 10,680 10,397 - 14,054 24,451
----------------------- --------- --------- --------- --------- --------- --------- --------- ---------
Movement in liabilities at FVTPL categorised as Level 3 during
the year were:
31 March 2022 31 March 2021
GBP'000 GBP'000
------------------------------------------------ -------------- --------------
At 1 April 14,054 -
Additions - 15,014
Repayment (9,416) (517)
Net gain recognised in the statement of profit
or loss (3,783) (443)
------------------------------------------------ -------------- --------------
At 31 March 855 14,054
------------------------------------------------ -------------- --------------
The fair value of financial instruments not held at fair value
approximates to their carrying value as at reporting date. During
the reporting year there were no transfers between levels in fair
value measurements.
10. Financial liabilities at fair value through profit or
loss
31 March 2022 31 March 2021
GBP'000 GBP'000
--------------------------------------------- -------------- --------------
Current:
Securities - short positions 407 571
Third-party interests in consolidated funds 9,398 5,727
Deferred consideration 125 8,910
Other financial liability 93 886
--------------------------------------------- -------------- --------------
10,023 16,124
Non-current
Other financial liability 637 -
Deferred consideration - 4,258
--------------------------------------------- -------------- --------------
Liabilities at fair value through profit
or loss 10,660 20,382
--------------------------------------------- -------------- --------------
Deferred consideration payable with respect to the acquisition
of Dalton Capital (Holdings) Limited is nil at 31 March 2022 (2021:
GBP7.1m). The deferred consideration was settled on 28 February
2022 for an amount of GBP8.1m resulting in an additional charge of
GBP1.0m recognised in the statement of profit or loss.
The deferred consideration amount relating to the asset
acquisition from First Pacific Advisors LP in 2021 was GBP0.1m at
31 March 2022 (2021: GBP6.1m). The movement represents a payment of
GBP1.2m to First Pacific Advisors LP and an unrealised gain of
GBP4.8m on derecognition of the remaining liability was recognised
in the statement of profit or loss.
11. Notes to the Cash Flow Statement
A reconciliation of profit before taxation to cash generated
from operations is as follows:
31 March 2022 31 March 2021
GBP'000 GBP'000
---------------------------------------------------- -------------- --------------
Profit on ordinary activities before taxation 62,090 75,915
Interest receivable and similar income (60) (53)
Investment income (247) (239)
Interest on lease 95 107
Depreciation of non-current property and
equipment 1,404 1,399
Revaluation of liability at FVTPL - (443)
Amortisation and impairment of intangible
assets 7,860 419
Decrease/(increase) in assets at FVTPL 7,710 (14,270)
(Decrease)/increase in other financial liabilities (10,402) 5,109
Increase in receivables (1,506) (9,109)
Increase in trade and other payables 8,421 26,491
Share-based payment 7,351 5,625
Increase in liabilities at FVTPL(1) (3,931) (6,134)
Release of fund units held against deferred
remuneration 6,538 5,633
Other non-cash item - 404
---------------------------------------------------- -------------- --------------
Cash generated from operations 85,323 90,854
---------------------------------------------------- -------------- --------------
1. The movement includes those arising from acquiring and/or
losing control of consolidated seed funds.
12. Contingent liabilities
In the normal course of the Group's business, it may be subject
to legal and regulatory proceedings arising out of current and past
operations, which in some cases may result in contingent
liabilities.
No such proceedings or related claims have been issued as at 31
March 2022.
As disclosed in these financial statements, the Phaeacian Accent
International Value and Phaeacian Global Value funds were closed by
the Board of the funds in May 2022. Post year end, the Group has
initiated legal action against counterparties involved in the
Phaeacian transaction. This action remains at a relatively early
stage and while it is not possible to predict the outcome, the
Group believes that it has a valid basis, and it intends to pursue
such action robustly.
It is possible that one or more of these parties might issue
counterclaims against the Group but no such claims have been issued
at the date of approving these financial statements. As a result,
it is not possible to estimate the potential outcome of any such
claims or to assess the quantum of any liability with any certainty
at this stage.
13. Related party transactions
Transactions between the Company and its subsidiaries, which are
related parties of the Company, have been eliminated on
consolidation and are not included in this Note.
14. Events after the reporting date
In April 2022, the Board of the Phaeacian mutual funds
determined that it was in the best interests of the investors for
the Phaeacian Accent International Value Fund and the Phaeacian
Global Value Fund to be closed down.
Therefore, as an adjusting event after the reporting date, the
related intangible asset (see Note 7) and the corresponding
deferred liability (See Note 10) have been derecognised.
15. Status of results announcement
The Board of Directors approved this results announcement on 24
June 2022. Whilst the financial information included in this
announcement has been prepared in accordance with UK-adopted
international accounting standards, this announcement does not
itself contain sufficient information to comply with all the
disclosure requirements of UK-adopted international accounting
standards and does not constitute statutory accounts of the Group
for the years ended 31 March 2022 or 31 March 2021.
Neither the contents of the Company's website nor the contents
of any website accessible from the hyperlinks on the Company's
website (or any other website) is incorporated into or forms part
of this announcement .
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END
FR EAFKKADPAEAA
(END) Dow Jones Newswires
June 27, 2022 02:00 ET (06:00 GMT)
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