INTERIM RESULTS

SIX MONTHS ENDED 31 MARCH 2020

IntegraFin Holdings plc

Company registration number: 08860879

IntegraFin Holdings plc - Interim Results for the Six Months Ended

31 March 2020

IntegraFin Holdings plc today announces its Interim Results for the six months to 31 March 2020.

Highlights

  • Revenue up 13.0% to £53.8m (HY2019: £47.6m)
  • Profit before tax profits up 21.9% to £27.3m (HY2019: £22.4m)
  • Earnings per share up 23.6% to 6.8 pence (HY2019: 5.5p)
  • Interim dividend 2.7 pence per share (HY2019: 2.6pps)
  • Funds under direction up 1.7% to £34.99bn (HY2019: £34.41bn)
  • Gross inflows up 14.0% to £3.2bn (HY2019: £2.8bn)
  • Client numbers up 8.1% to 187k (HY2019: 173k)

Alex Scott, Chief Executive Officer, commented:

"Results for the first half of the year are positive. We have seen our highest ever gross inflows and record first half year profits.

Strong inflow growth has contributed to a year on year increase in Funds Under Direction (FUD), despite the COVID-19 pandemic causing substantial, downward movements in world equity markets from late February. Prior to these market falls, FUD growth had been solid.

The growth in net flows and higher daily average FUD over the period (£38.3bn) have driven strong revenue growth. Coupled with sensible expense management, this has enabled us to deliver an increase in profit before tax.

Performance in the second half of the year will very much depend upon the effects of measures taken to combat COVID-19 and their impact upon the economy, the equity markets, FUD and flows.

Against this backdrop, the business continues to be well positioned. The number of clients on the platform increased from 173k to 187k year on year, an increase of 8.1%. In the same period the number of advisers using the platform increased by 6.3%.

The welfare of our staff and the maintenance of services to clients are, of course, my primary concerns. All staff are currently working from home, from where they continue to do a fantastic job, providing as good a quality service as possible to clients and their advisers.

We are not utilising any schemes under the National Temporary Framework for State Aid and none of our staff have been furloughed.

After careful consideration, the Board has declared a first interim dividend in accordance with the Company's dividend policy. In respect of the six months to 31 March 2020, an interim dividend of 2.7 pence per ordinary share (H1 2019: 2.6 pence) will be payable on 26 June 2020 to ordinary shareholders on the register on 5 June 2020. The ex-dividend date will be 4 June 2020."

Financial Highlights

Change

Six months

Six months

Year ended 30

ended 31 March

ended 31 March

September 2019

2020

2019

£m

£m

£m

Funds under direction

+1.7%

34,990

34,406

37,799

Revenue

+13.0%

53.8

47.6

99.2

Profit before tax

+21.9%

27.3

22.4

49.0

Basic and diluted

+23.6%

6.8p

5.5p

12.1p

earnings per share

Operating profit

+22.5%

27.2

22.2

48.6

Operating margin

+8.5%

51%

47%

49%

Contacts

Media

Lansons

Tony Langham

+44 (0)79 7969 2287

Maddy Morgan Williams

+44 (0)79 4736 4578

Investors

Jane Isaac

+44 (0)20 7608 4937

Analyst Presentation

IntegraFin Holdings plc will be hosting an analyst presentation on 21 May 2020, following the release of these results for the half year ended 31 March 2020. Attendance is by invitation only. Slides accompanying the analyst presentation will be available on the IntegraFin Holdings plc website.

Cautionary Statement

These Interim Results have been prepared in accordance with the requirements of English Company Law and the liabilities of the Directors in connection with these Interim Results shall be subject to the limitations and restrictions provided by such law.

These Interim Results are prepared for and addressed only to the Company's shareholders as a whole and to no other person. The Company, its Directors, employees, agents or advisers do not accept or assume responsibility to any other person to whom these Interim Results are shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed.

These Interim Results contain forward looking statements, which are unavoidably subject to risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. It is believed that the expectations set out in these forward looking statements are reasonable but they may be affected by a wide range of variables which could cause future outcomes to differ from those foreseen. All statements in these Interim Results are based upon information known to the Company at the date of this report. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise.

Financial Review

Operational performance

Transact achieved record platform inflows in the first half of financial year 2020. The strong inflows in the period helped negate the effect of market falls and contributed to a small increase in Funds Under Direction over the year, ending £0.6bn higher than at 31 March 2019. FUD ended the interim period £2.8bn lower than at 2019 financial year end, due to the substantial, downward movements in world equity markets since late February.

FUD, inflows and outflows

Six months ended

Six months ended

Year ended 30

31 March 2020

31 March 2019

September 2019

£m

£m

£m

Opening FUD

37,799

33,113

33,113

Inflows

3,234

2,837

5,700

Outflows

(1,172)

(1,027)

(2,203)

Net flows

2,062

1,810

3,497

Market movements

(4,872)

(515)

1,197

Other movements1

1

(2)

(8)

Closing FUD

34,990

34,406

37,799

1Other movements includes dividends, interest, fees and tax charges and rebates.

Gross inflows for the six months to 31 March 2020 increased by £397m (14.0%) compared with the same period in the prior year. Gross outflows increased by £145m (14.1%) in the six months, representing an annualised outflow of 6.2% of opening FUD, which remained broadly consistent with both March 2019 (6.2%) and financial year 2019 (6.7%). The net result of the increase in both inflows and outflows was in an increase in net flows of £252m (13.9%).

Financial performance

Total gross profit in the six months to 31 March 2020 increased by £6.3m (13.4%) from the same period in financial year 2019. This growth was driven by an uplift in the average value of FUD through the period, strong inflows and an increase in the number of tax wrappers.

Profit before tax grew from £22.4m at half year March 2019 to £27.3m at March 2020, an increase of 21.9% year on year. This can be attributed to increased revenue and prudent expense management.

1

Six months ended

Six months ended

Year ended 30

Income

31 March 2020

31 March 2019

September 2019

£m

£m

£m

Revenue

53.8

47.6

99.2

Cost of sales

(0.4)

(0.5)

(0.8)

Gross profit

53.4

47.1

98.4

Operating expenses

(26.2)

(24.9)

(49.8)

Operating profit

27.2

22.2

48.6

attributable to

shareholder returns

Investment returns

0.1

0.2

0.4

and interest income

Profit before tax

27.3

22.4

49.0

attributable to

shareholder

returns

Tax on ordinary

(4.8)

(4.2)

(8.9)

shareholder only

activities

Profit after tax

22.5

18.2

40.1

The above table does not include income, expenses or tax charges relating to policyholders as their net impact on profit is £nil. For more details on policyholder returns please see note 7.

Components of revenue

Our revenue comprises three elements: annual commission income, wrapper fee income and other income.

Annual commission income (an annual, ad valorem tiered fee on FUD) and wrapper administration fee income (quarterly fixed wrapper fees for each of the tax wrapper types clients hold) constitute our recurring revenue. Other income includes buy commission charged on asset purchases.

Six months ended

Six months ended

Year ended 30

31 March 2020

31 March 2019

September 2019

£m

£m

£m

Annual commission

47.4

41.3

86.7

income

Wrapper fee income

4.8

4.4

9.0

Other income

1.6

1.9

3.5

Total revenue

53.8

47.6

99.2

Recurring revenue streams constituted 97.0% of total fee income in the six months to 31 March 2020, which is a small increase from 96.0% in the same period in the prior year.

Annual commission income increased by £6.1m (14.8%) in the period versus the same period in the prior financial year. This resulted from higher average FUD over the period (the downturn in the markets only affected asset values towards the end of the period).

Wrapper administration fee income increased by £0.4m (9.1%) year on year, reflecting the increase in the number of open tax wrappers.

Other income, mainly buy commission and dealing charges, reduced by £0.3 million (15.8%) year on year. The primary reason for this fall was the reduction in the buy commission rebate threshold in March 2019 and March 2020. The required portfolio value for client family groups to receive the rebate was reduced from £1.0 million to £0.5 million, with effect from 1 March 2019, and was reduced again from £0.5 million to £0.4 million from 1 March 2020.

2

Operating expenses

Six months ended

Six months ended

Year ended 30

31 March 2020

31 March 2019

September 2019

£m

£m

£m

Staff costs

18.3

18.4

36.3

Occupancy

1.0

1.8

3.6

Regulatory and

3.5

2.5

5.5

professional fees

Other costs

2.2

1.9

3.7

Total expenses

25.0

24.6

49.1

Depreciation and

1.2

0.3

0.7

amortisation

Total operating

26.2

24.9

49.8

expenses

In the six months to March 2020, total operating expenses increased by £1.3m (5.2%), compared with the six months to March 2019.

Staff costs decreased by £0.1m (0.5%) to £18.3m in the six months to March 2020. This was the net effect of Group headcount reducing to 492 at the end of March 2020 (March 2019:

  1. and general, inflationary cost increases. The reduction in headcount resulted from natural attrition and efficiency gains delivered through platform development.

Regulatory and professional fees increased by £1.0m in the six months to March 2020, mainly due to changes in regulatory fee tariff data calculations. These include Financial Services Compensation Scheme levies, which increased by £0.7m (197.8%).

The Group adopted IFRS 16 (Leases) from the start of the new financial year. This standard requires recognition and subsequent depreciation of right of use assets - in our case buildings leased by the Group - and it means that we no longer recognise building rent expense. The year to date, financial impact of IFRS 16 is a reduction in occupancy costs of £0.8m and an increase in depreciation and amortisation costs of £0.9m.

Profit before tax attributable to shareholder returns

Profit before tax increased by £4.9m (21.9%) year on year.

Six months ended

Six months ended

Year ended 30

31 March 2020

31 March 2019

September 2019

£m

£m

£m

Operating profit

27.3

22.2

48.6

attributable to

shareholder returns

The operating margin increased to 50.6% (March 2019: 46.6%) in the six months to 31 March 2020. The increase is due to higher revenue, as a result of the increase in average FUD, and controlled expenses.

Financial position

The material items on the consolidated statement of financial position that merit comment include the following:

IFRS 16 (Leases)

On adoption of IFRS 16, the Group recognised right of use assets of £5.6m and corresponding lease liabilities of £8.3m. Liabilities of £2.5m previously recognised in relation to the rent free reserve were also derecognised and adjusted through retained earnings.

3

The overall reduction in retained earnings on 1 October 2019 was therefore £0.2m, which is the cumulative effect of recognising the asset and corresponding liabilities for each of the leases and the release of the rent free reserve.

Deferred tax

Deferred policyholder tax liabilities decreased by £12.7m to £0.5m, while deferred policyholder tax assets increased by £7.9m to £8.1m. These movements have arisen from the deemed capital losses on policyholder assets, as a result of the market falls in relation to the COVID-19 pandemic.

Dividends

During the six month period to 31 March 2020, the Company paid a second interim dividend of £17.2m to shareholders in respect of financial year 2019. This was in addition to the first interim dividend of £8.6m, which was paid in June 2019. The financial year total of £25.8m compares with a full year interim dividend of £21.2m in respect of the full financial year 2018.

In respect of the six months to 31 March 2020, and in line with dividend policy, the Board has declared a first interim dividend of £8.9 million, or 2.7 pence per ordinary share. This compares with an interim dividend of £8.6 million, or 2.6 pence per ordinary share, in respect of the same period in the prior year.

Earnings Per Share

Six months ended

Six months ended

31 March 2020

31 March 2019

Profit after tax for the period

£22.5m

£18.2m

Number of shares in issue

331.3m

331.3m

Earnings per share - basic and diluted

6.8p

5.5p

Earnings per share grew to 6.8p per share up 23.6% on the six months to 31 March 2019.

Going Concern

The financial statements have been prepared on a going concern basis following an assessment by the Directors.

When making this assessment the Directors have taken into consideration the reduction in FUD of £2.8bn in the interim period, due to the substantial, downward movements in world equity markets since late February. Market volatility and uncertainty is expected to continue for some time, due to the COVID-19 pandemic and the effect of measures taken to combat it. Operations continue as near as possible to usual, whilst being in compliance with Government guidelines. The Group continues to maintain a robust financial position.

Having conducted detailed cash flow and working capital projections, and stress-tested liquidity, profitability and regulatory capital, taking account of the impact of the COVID-19 pandemic and further possible adverse changes in trading performance, the Directors are satisfied that the Group is well placed to manage its business risks.

The Directors are also satisfied that it will be able to operate within the regulatory capital limits imposed by the Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), and Isle of Man Financial Services Authority (IoM FSA). Accordingly, after considering the effects of the COVID-19 pandemic, the Directors do not believe a material uncertainty exists that would have an effect on the going concern of the Group and have prepared the financial statements on a going concern basis.

4

Principal Risks and Uncertainties

Following the onset of the COVID-19 pandemic, we implemented a number of business continuity measures. In particular, following the Government announcement on 24 March 2020 that the public should not leave homes to travel to work if they could work at home, we limited office attendance to short visits by essential IT colleagues and other key workers necessary to maintain the continuity of operations and systems. All other staff support the business through remote home working.

The pandemic has created many uncertainties and we have adapted the business rapidly to reflect the sudden change in its risk profile. This has resulted in changes to our operational risk profile. However, in other respects the key risks and uncertainties associated with our strategic objectives remain broadly the same. An overview of those risks, along with the associated risk management and controls, follows:

1. Increased operational risk:The remote working of staff and the inaccessibility of the Group's normal offices presents heightened operational risks. The extent of use of remote IT access has increased threat of external fraud and cyber-attack. Our critical business services have been reviewed and, in some instances, it has been necessary to amend the usual routines and procedures.

Risk management and control:All modifications to operating procedures were reviewed by management and assessed by Risk Management for impact, prior to approval. Management also considered any potential impact on clients with the aim to avoid client detriment. Where necessary, external regulatory approval was sought to ensure documentation and data met requirements. A revised IT strategy was put in place which includes enhanced remote access controls.

2. Stock market volatility:The COVID-19 pandemic and Brexit have created uncertainty in stock markets and are expected to continue to have a negative impact for some time. This has an effect upon the value of FUD.

Risk management and control:Stock market volatility, and its impact on revenue, is partly mitigated by the wide range of assets in which FUD is invested. This ensures that FUD based revenue is not wholly correlated to any one market. Clients are also able to switch into cash, and this is likely to remain on platform. The wrapper fees are also not reduced by falls in the value of assets, as they are levied at a fixed rate. Expenses are also closely monitored and controlled.

3. Service standards failure:Our high levels of client and adviser retention are dependent to a great extent upon our consistently reliable and high quality service. Failure to maintain these service levels would affect our ability to attract and retain business. As discussed above, recent events have resulted in changes to working practices - so making this service harder to deliver.

Risk management and control:The risk of service standards failure is managed by providing client service teams with extensive initial and ongoing training, supported by experienced subject matter experts and managers. During the working at home phase, the monitoring and checking of service levels and capacity has continued and any deviation from the expected has been addressed by management.

4. Increased competition:The market is competitive. Increased levels of competition for clients and advisers; improvements in offerings from other investment platforms; and consolidation in the adviser market may all make it more challenging to attract and retain business. The COVID-19 pandemic has added to this uncertainty. The level of client and adviser activity may be adversely impacted for some time.

5

Risk management and control:Competition is countered by focussing on providing exceptionally high levels of service and being responsive to client and financial adviser demands. The efficient management of expenses also helps make possible a continued proposition of "value for money" involving the reduction of charges.

5. Reduced investment:The maintenance of quality and relevance requires ongoing investment. Any reduction in investment due to diversion of resources to other non- discretionary expenditure may affect our competitive position.

Risk management and control:This risk has not significantly increased as a result of the COVID-19 pandemic as minimal additional unexpected expenses have been incurred so far Otherwise, the risk of reduced investment in the business is managed through a disciplined approach to expense management and forecasting. In particular, forthcoming regulatory and taxation regime changes are noted and planned for and a contingency sum is maintained to allow for unexpected expenses.

6. Expense overrun:Expenses that were higher than expected and budgeted for could adversely impact profits. Whilst the key constituent of expenses is salary cost, other expenses, such as legal, compliance or regulatory costs and levies are more likely to change unexpectedly. The outcome of a reconsideration of HMRC's view that Integrated Application Development Pty Ltd should be excluded from a UK VAT group is currently awaited. Following that, a formal review may be required and, possibly, a referral to the Tribunal and/or litigation before the matter is finally resolved. It is possible that a retrospective additional VAT charge (plus interest and/or a penalty) and/or a prospective increase in VAT charges might be applied. Further details are set out in the RNS issued on 28 January 2020.

Risk management and control:Expenses have not significantly increased as a result of the COVID-19 pandemic. The most significant element of the expense base is staff cost. This is controlled through modelling staff requirements against forecast business volumes and factoring in expected efficiencies from platform and other systems development. Expenditure requests that deviate from plan are rigorously challenged and must receive prior approval. With regard to the HMRC VAT issue, the Group has taken and continues to take specialist legal and tax advice. Financial projections assuming an unfavourable outcome, including those used to demonstrate viability, have been cast.

7. Capital strain:Unexpected, additional capital requirements imposed by regulators could negatively impact solvency coverage ratios.

Risk management and control:Specific resources are allocated to monitor the current and anticipated regulatory environment to ensure that all regulatory obligations are met. Assessments of capital requirements are also undertaken, which includes running extreme stress and scenario tests to the point of regulatory failure. A buffer over and above the regulatory minimum solvency capital requirements is maintained. The capital position has not significantly changed as a result of the COVID-19 pandemic and the regulated companies within the Group continue to maintain healthy solvency coverage ratios.

6

Directors' Responsibility Statement

The Directors are responsible for preparing the interim financial statements in accordance

with applicable law and regulations. A list of current directors is maintained on the Group's

website: https://www.integrafin.co.uk.

The Directors confirm that, to the best of their knowledge, the interim financial statements have been prepared in accordance with IAS 34 as adopted by the European Union, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer, or the undertakings included in the consolidation as a whole as required by DTR 4.2.4 R.

The Directors further confirm that the interim financial statements include a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.

By Order of the Board

Helen Wakeford

Company Secretary

Registered Office

29 Clement's Lane

London

EC4N 7AE

20 May 2020

7

Independent Review Report to IntegraFin Holdings plc

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2020 which comprises the Condensed Consolidated Statement of Comprehensive Income, Condensed Consolidated Statement of Financial Position, Condensed Consolidated Statement of Cash Flows and Condensed Consolidated Statement of Changes in Equity and related notes.

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

Directors' responsibilities

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

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, ''Interim Financial Reporting'', as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information Performed by the Independent Auditor of the Entity'', issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2020 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

8

Use of our report

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

BDO LLP

Chartered Accountants

London

United Kingdom

20 May 2020

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

9

Condensed Consolidated Statement of Comprehensive Income

Six months to

Six months to

Note

31 March 2020

31 March 2019

£'000

£'000

Revenue

Fee income

4

53,824

47,615

Cost of sales

(382)

(456)

Gross profit

53,442

47,159

Administrative expenses

(26,137)

(24,879)

Impairment losses on financial assets

(57)

(19)

Net income/(expense) attributable to

8

(24,312)

(5,098)

policyholder returns

Operating profit

2,936

17,163

Operating profit/(loss) attributable to

(24,312)

(5,098)

policyholder returns

Operating profit attributable to shareholder

27,248

22,261

returns

Investment returns

30

25

Interest income

186

149

Interest expense

(126)

-

Profit on ordinary activities before taxation

3,026

17,337

Profit/(loss) on ordinary activities before

(24,312)

(5,098)

taxation attributable to policyholder returns

Profit on ordinary activities before taxation

27,338

22,435

attributable to shareholder returns

Policyholder tax

8

24,312

5,098

Tax on profit on ordinary activities

6

(4,849)

(4,241)

Profit for the period

22,489

18,194

Other comprehensive income

Exchange gains/(losses) arising on translation of

(131)

(25)

foreign operations

Total other comprehensive income for the

(131)

(25)

period

Total comprehensive income for the period

22,358

18,169

Earnings per share

Ordinary shares - basic and diluted

5

6.8p

5.5p

All activities of the Group are classed as continuing.

10

Condensed Consolidated Statement of Financial Position

31 March

30 September

Note

2020

2019

£'000

£'000

Non-current assets

Loans

12

2,242

1,185

Intangible assets

12,951

12,951

Property, plant and equipment

2,307

2,405

Right of use assets

4,741

-

Deferred tax assets

7

8,084

157

Deferred acquisition costs

11

52,886

50,443

83,211

67,141

Current assets

Financial assets at fair value through profit or loss

5,094

5,066

Other prepayments and accrued income

12,956

13,082

Trade and other receivables

13

3,232

6,510

Investments and cash held for the benefit of

10

15,410,189

16,665,048

policyholders

Cash and cash equivalents

131,668

132,340

15,563,139

16,822,046

Current liabilities

Trade and other payables

14

18,449

17,024

Finance lease liabilities

2,379

-

Liabilities for linked investment contracts

10

15,410,189

16,665,048

Current tax liabilities

91

3,342

15,431,108

16,685,414

Non-current liabilities

Provisions

9

36,912

24,564

Finance lease liabilities

4,807

-

Deferred income liability

11

52,886

50,443

Deferred tax liabilities

7

528

13,248

95,133

88,255

Net assets

120,109

115,518

Capital and reserves

Called up equity share capital

3,313

3,313

Capital redemption reserve

2

2

Share-based payment reserve

961

1,008

Employee Benefit Trust reserve

(540)

(275)

Foreign exchange reserve

(175)

(44)

Non-distributable reserves

5,722

5,722

Non-distributable insurance reserves

501

501

Profit or loss account

110,325

105,291

Total equity

120,109

115,518

These interim financial statements were approved by the Board of Directors on 20 May 2020 and are signed on their behalf by:

Alexander Scott, Director

Company Registration Number: 08860879

11

Condensed Consolidated Statement of Cash Flows

Six months to

Six months to

31 March 2020

31 March 2019

£'000

£'000

Cash flows from operating activities

Profit before tax

3,026

17,337

Adjustments for:

Amortisation and depreciation

1,250

297

Share-based payments expense

814

561

Interest on cash held

(186)

(149)

Interest paid on lease liability

126

-

Investment returns

(30)

(25)

Increase in policyholder tax recoverable

3,663

-

Decrease/(increase) in receivables

3,405

(4,678)

Increase/(decrease) in payables

3,941

(318)

Decrease/(increase) in current asset investments

(29)

(13)

Increase/(decrease) in provisions

12,348

7,118

Decrease/(increase) in investments and cash

held for the benefit of policyholders

1,254,859

(597,820)

Increase/(decrease) in liabilities for linked

investment contracts

(1,254,859)

597,820

Cash generated from operations

28,328

20,130

Income taxes paid

(8,099)

(3,034)

Net cash flows from operating activities

20,229

17,096

Investing activities

Acquisition of tangible assets

(314)

(574)

(Increase)/decrease in loans

(1,056)

-

Interest on cash held

186

149

Investment returns

30

25

Net cash used in investing activities

(1,154)

(400)

Financing activities

Repayment of lease liabilities

(1,111)

-

Interest paid on lease liability

(126)

-

Purchase of own shares in Employee Benefit

(265)

(104)

Trust

Settlement of share-based payment reserve

(860)

(377)

Equity dividends paid

(17,215)

(21,197)

Net cash used in financing activities

(19,577)

(21,678)

Net decrease in cash and cash equivalents

(502)

(4,982)

Cash and cash equivalents at beginning of

132,340

116,849

period

Exchange losses on cash and cash equivalents

(170)

(25)

Cash and cash equivalents at end of period

131,668

111,842

12

Condensed Consolidated Statement of Changes in Equity

Share-

Non-

Non-

based

distributable

Employee

Share

distributable

Other

payment

insurance

benefit

Retained

Total

capital

reserves

reserves

reserve

reserves

trust

earnings

equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1

3,313

5,722

(22)

530

501

-

94,899

104,943

October 2018

Comprehensive

income for the

year:

Profit for the year

-

-

-

-

-

-

18,194

18,194

Movement in

currency

-

-

(25)

-

-

-

-

(25)

translation

Other movement

-

-

-

-

-

-

(1)

(1)

Total

comprehensive

income for the

-

-

(25)

-

-

-

18,193

18,168

year

Distributions to

owners:

Dividends

-

-

-

-

-

-

(21,197)

(21,197)

Share-based

-

-

-

561

-

-

-

561

payment expense

Settlement of

share-based

-

-

-

(377)

-

-

-

(377)

payment

Purchase of own

-

-

-

-

-

(104)

-

(104)

shares in EBT

Total

distributions to

-

-

-

184

-

(104)

(21,197)

(21,117)

owners

Balance at 31

3,313

5,722

(47)

714

501

(104)

91,895

101,994

March 2019

Balance at 1

3,313

5,722

(42)

1,008

501

(275)

105,291

115,518

October 2019

Effect of adoption

of IFRS 16 (note

-

-

-

-

-

-

(239)

(239)

1)

Adjusted

balance at 1

3,313

5,722

(42)

1,008

501

(275)

105,052

115,279

October 2019

Comprehensive

income for the

year:

Profit for the year

-

-

-

-

-

-

22,489

22,489

Movement in

currency

-

-

(131)

-

-

-

-

(131)

translation

Other movement

-

-

-

-

-

-

-

-

Total

comprehensive

income for the

-

-

(131)

-

-

-

22,489

22,358

year

Distributions to

owners:

Dividends

-

-

-

-

-

-

(17,215)

(17,215)

Share-based

-

-

-

814

-

-

-

814

payment expense

Settlement of

share-based

-

-

-

(860)

-

-

-

(860)

payment

Purchase of own

-

-

-

-

-

(265)

-

(265)

shares in EBT

Total

distributions to

-

-

-

(46)

-

(265)

(17,215)

(17,526)

owners

Balance at 31

3,313

5,722

(173)

962

501

(540)

110,325

120,109

March 2020

13

Notes to the Financial Statements

1. Basis of preparation

The consolidated interim financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU, and in accordance with the International Accounting Standard (IAS) 34 Interim Financial Reporting, and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority (FCA).

The financial information contained in these interim financial statements does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The information has been reviewed by the company's auditor, BDO LLP, and their report is presented on pages 7-8.

The comparative financial information for the year ended 30 September 2019 in this interim report does not constitute statutory accounts for that year.

The statutory accounts for 30 September 2019 have been delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The same accounting policies, methods of calculation and presentation have been followed in the preparation of the interim financial statements for the six months to 31 March 2020 as were applied in the Audited Annual Financial Statements for the year ended 30 September 2019. The only change is the adoption of IFRS 16 on 1 October 2019, as noted below.

Going Concern

The financial statements have been prepared on a going concern basis following an assessment by the Directors.

When making this assessment the Directors have taken into consideration the reduction in FUD of £2.8bn in the interim period, due to the substantial, downward movements in world equity markets since late February. Market volatility and uncertainty is expected to continue for some time, due to the COVID-19 pandemic and the effect of measures taken to combat it. Operations continue as near as possible to usual, whilst being in compliance with Government guidelines. The Group continues to maintain a robust financial position.

Having conducted detailed cash flow and working capital projections, and stress-tested liquidity, profitability and regulatory capital, taking account of the impact of the COVID-19 pandemic and further possible adverse changes in trading performance, the Directors are satisfied that the Group is well placed to manage its business risks.

The Directors are also satisfied that it will be able to operate within the regulatory capital limits imposed by the Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), and Isle Man Financial Services Authority (IoM FSA). Accordingly, after considering the effects of the COVID- 19 pandemic, the Directors do not believe a material uncertainty exists that would have an effect on the going concern of the Group and have prepared the financial statements on a going concern basis.

Principal risks and uncertainties

The Group's principal risks and uncertainties are listed on pages 5-6, and have changed since year end as a result of the COVID-19 pandemic.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries.

New accounting standards

The Group adopted IFRS 16 on 1 October 2019. The Group used the modified retrospective approach of transition, which uses the net effect of applying IFRS 16 on the first day of the first accounting period in which the new standard is applied.

14

On commencement date, the Group measured the lease liability as the present value of all future lease payments, discounted using the incremental borrowing rate. The Group's incremental borrowing rate is the rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions.

The right of use asset was measured at its net book value, assuming it had been capitalised and depreciated from inception. The net effect is recognised through an adjustment to retained earnings. Prior periods have not been restated.

On adoption the Group recognised right of use assets of £5.6m and corresponding lease liabilities of £8.3m. Liabilities of £2.5m previously recognised in relation to the rent free reserve were also derecognised and adjusted through retained earnings.

The overall reduction in retained earnings on 1 October 2019 was therefore £0.2m, which is the cumulative effect of recognising the asset and corresponding liabilities for each of the leases, and the release of the rent free reserve.

Right of use assets - Property:

£'000

Additions on adoption of IFRS 16 - 1 October 2019

5,582

Depreciation charge

(807)

AUD FX adjustment

(34)

Balance at 31 March 2020

4,741

Depreciation is calculated on a straight line basis over the term of the lease.

Lease liabilities - Property:

£'000

Lease liability on adoption of IFRS 16 - 1 October 2019

8,336

Lease payments

(1,237)

Interest expense

126

AUD FX adjustment

(40)

Balance at 31 March 2020

7,185

The following is a reconciliation of total operating lease commitments at 30 September 2019 (as disclosed in the Annual Report to 30 September 2019) to the lease liabilities recognised at

1 October 2019:

£'000

Lease commitments - 1 October 2019

8,841

Discounted using incremental borrowing rate

(505)

Lease liabilities on adoption of IFRS 16 - 1 October 2019

8,336

  1. Critical accounting estimates and judgements
    The preparation of interim consolidated financial statements in compliance with IAS 34 requires the use of certain critical accounting estimates. There have been no material revisions to the Group's critical accounting estimates and judgements methodology from year ending 30 September 2019.
  2. Financial instruments
    Financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognised in the statement of comprehensive income. The following tables show the carrying values of assets and liabilities for each of these categories.

15

Financial assets:

Fair value through profit

Amortised cost

or loss

31 Mar

30 Sep

31 Mar

30 Sep

2020

2019

2020

2019

£'000

£'000

£'000

£'000

Cash and cash equivalents

-

-

131,668

132,340

Listed shares and securities

104

69

-

-

Loans

-

-

2,242

1,185

Investments in quoted debt instruments

4,990

4,997

-

-

Accrued income

-

-

9,682

9,768

Trade and other receivables

-

-

2,952

2,766

Investments and cash held for the

policyholders

15,410,189

16,665,048

-

-

Total financial assets

15,415,283

16,670,114

146,544

146,059

Financial liabilities:

Fair value through profit or

Amortised cost

loss

31 Mar

30 Sep

31 Mar

30 Sep

2020

2019

2020

2019

£'000

£'000

£'000

£'000

Trade and other payables

-

-

6,777

5,889

Accruals

-

-

6,580

6,909

Liabilities for linked investments contracts

15,410,189

16,665,048

-

-

Total financial liabilities

15,410,189

16,665,048

13,357

12,798

Financial instruments not measured at fair value

Financial instruments not measured at fair value include cash and cash equivalents, accrued fees, loans, trade and other receivables, and trade and other payables. Due to their short-term nature and/or annual impairment review, the carrying value of these financial instruments approximates their fair value.

Financial instruments measured at fair value - fair value hierarchy

The table below classifies financial assets that are recognised on the statement of financial position at fair value in a hierarchy that is based on significance of the inputs used in making the measurements. The levels of hierarchy are disclosed on the next page.

Level 1: quoted prices (unadjusted) in active markets for identical assets;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset that are not based on observable market data (unobservable inputs).

At 31 March 2020

Level 1

Level 2

Level 3

Total

£'000

£'000

£'000

£'000

Investments and assets

held for the benefit of

policyholders

- Policyholder cash

1,509,721

-

-

1,509,721

- Investments and securities

389,437

111,905

21,188

522,530

- Bonds and other fixed-

14,189

84

4

14,277

income securities

- Holdings in collective

13,251,742

111,052

867

13,363,661

investment schemes

15,165,089

223,041

22,059

15,410,189

Other investments

5,094

-

-

5,094

Total

15,170,183

223,041

22,059

15,415,283

16

At 30 September 2019

Level 1

Level 2

Level 3

Total

£'000

£'000

£'000

£'000

Investments and assets

held for the benefit of

policyholders

- Policyholder cash

1,213,371

-

-

1,213,371

- Investments and

444,076

140,991

2,447

587,514

securities

- Bonds and other fixed-

4,485

9,320

3,005

16,810

income securities

- Holdings in collective

14,731,562

109,714

6,077

14,847,353

investment schemes

16,393,494

260,025

11,529

16,665,048

Other investments

5,066

-

-

5,066

Total

16,398,560

260,025

11,529

16,670,114

Level 1 valuation methodology

Financial assets included in Level 1 are measured at fair value using quoted mid prices that are available at the reporting date and are traded in active markets. These financial assets are mainly collective investment schemes and listed equity instruments.

Level 2 and Level 3 valuation methodology

The Group regularly reviews whether a market is active, based on available market data and the specific circumstances of each market. Where the Group assesses that a market is not active, then it applies one or more valuation methodologies to the specific financial asset. These valuation methodologies use quoted market prices, where available, and may in certain circumstances require the Group to exercise judgement to determine fair value.

Financial assets included in Level 2 are measured at fair value using observable mid prices traded in markets that have been assessed as not active enough to be included in Level 1.

Otherwise, financial assets are included in Level 3. These are assets where one or more inputs to the valuation methodology are not based on observable market data. The key unobservable input is the pre-tax operating margin needed to price asset holdings.

Level 3 sensitivity to changes in unobservable measurements

For financial assets assessed as Level 3, based on its review of the prices used, the Company believes that any change to the unobservable inputs used to measure fair value would not result in a significantly higher or lower fair value measurement at year end, and therefore would not have a material impact on its reported results.

Changes to valuation methodology

There have been no changes in valuation methodology since year end.

Transfers between Levels

There have been no material changes between Levels since year end.

4. Segmental reporting

The revenue and profit before tax are attributable to activities carried out in the UK and Isle of Man. The Group has two classes of business as follows:

  • provision of investment administration services
  • transaction of ordinary long term insurance and underwriting life assurance

17

Analysis by class of business is given below:

Revenue

Investment administration services Insurance and life assurance business

Administrative expenses Investment administration services Insurance and life assurance business

Interest income

Investment administration services Insurance and life assurance business

Shareholder tax on profit on ordinary activities

Investment administration services Insurance and life assurance business

Profit before tax

Investment administration services Insurance and life assurance business

Net assets

Investment administration services Insurance and life assurance business

Six months to

Six months to

31 March 2020

31 March 2019

£'000

£'000

28,051

24,959

25,773

22,656

53,824

47,615

15,246

14,549

10,891

10,329

26,137

24,879

86

72

100

77

186

149

2,446

1,999

2,403

2,242

4,849

4,241

12,543

10,174

(9,517)

7,163

3,026

17,337

As at

As at

31 March 2020

30 September 2019

£'000

£'000

63,109

61,009

57,000

54,509

120,109

115,518

The figures above comprise the results of the companies that fall directly into each segment, as well as a proportion of the results from the other Group companies that only provide services to the revenue-generating companies. This therefore has no effect on revenue, but has an effect on the profit before tax and net assets figures.

5. Earnings per share

Six months to

Six months to

31 March 2020

31 March 2019

Profit

Profit for the year and earnings used in basic

£22.5m

£18.2m

and diluted earnings per share

Number of shares

Number of shares used in basic and diluted

331.3m

331.3m

earnings per share

Earnings per share

Earnings per share - basic and diluted

6.8p

5.5p

6. Tax on profit on ordinary activities

UK tax is charged at 19% for the six month period ended 31 March 2020 (31 March 2019: 19%), representing the tax rate enacted at the reporting date. For the entities within the Group operating outside of the UK, tax is charged at the relevant rate in each jurisdiction.

18

7. Deferred tax

Accelerated

Share

capital

based

Policyholder

Deferred tax liability

allowances

payments

tax

Total

£'000

£'000

£'000

£'000

At 1 October 2018

-

-

12,570

12,570

Charge to income

61

-

617

678

At 30 September 2019

61

-

13,187

13,248

Credit to income

-

-

(12,720)

(12,720)

At 31 March 2020

61

-

467

528

Other

Accelerated

Share

deductible

capital

based

temporary

Policyholder

Deferred tax asset

allowances

payments

differences

tax

Total

£'000

£'000

£'000

£'000

£'000

At 1 October 2018

44

-

-

-

44

Charge to income

(44)

110

47

-

113

At 30 September 2019

-

110

47

-

157

Credit to income

-

-

-

7,927

7,927

At 31 March 2020

-

110

47

7,927

8,084

8. Policyholder income and expenses

Net income / (expense) attributable to policyholder returns

Policyholder tax (charge) / credit

Six months to

Six months to

31 March 2020

31 March 2019

£'000

£'000

(24,312)

(5,098)

24,312

5,098

This relates to income and expenses, and the associated tax charges, on policyholder assets and liabilities. As any gains and losses on assets are offset entirely by the gains and losses on linked liabilities, the net impact on profit is £nil.

There have been substantial net expenses attributable to policyholder assets in the six month period ended 31 March 2020. This has arisen from the deemed capital losses on policyholder assets, as a result of the market falls in relation to the COVID-19 pandemic. This is offset entirely by the policyholder tax credit, which has arisen because the deferred tax liability from the previous period has been reduced to zero, with a deferred tax asset recognised in its place.

19

9. Provisions

31 March 2020

30 September 2019

£'000

£'000

Balance brought forward

24,564

19,137

Increase in dilapidations provision

26

38

Increase in ILInt non-linked unit

provision

1

3

Increase/(Decrease) in ILUK tax provision

12,321

5,585

Release of rent provision

-

(102)

Other provisions

-

(97)

Balance carried forward

36,912

24,564

Dilapidations provisions

439

413

ILInt non-linked unit provision

40

39

ILUK tax provision

36,433

24,112

36,912

24,564

ILUK tax provision comprises claims received from HMRC that are yet to be returned to policyholders, charges taken from unit-linked funds and claims received from HMRC to meet current and future policyholder tax obligations.

10. Investments and cash held for the benefit of policyholders

As at

As at

As at

As at

31 March

31 March

30 September

30 September

2020

2020

2019

2019

Cost

Fair value

Cost

Fair value

ILInt

£'000

£'000

£'000

£'000

Cash and cash

equivalents held

for the benefit of

the policyholder

120,571

120,571

101,065

101,065

Investments held

for the benefit of

the policyholder

1,294,859

1,303,258

1,218,143

1,440,852

1,415,430

1,423,829

1,319,208

1,541,917

ILUK

Cash and cash

equivalents held

for the benefit of

the policyholder

1,386,138

1,386,138

1,109,214

1,109,214

Investments held

for the benefit of

the policyholder

12,698,531

12,600,222

11,994,153

14,013,917

14,084,669

13,986,360

13,103,367

15,123,131

Total

15,410,189

16,665,048

All amounts are current as customers are able to make same-day withdrawal of available funds and transfers to third-party providers are generally performed within a month.

These assets are held to cover the liabilities for unit-linked investment contracts. All contracts with customers are deemed to be investment contracts and, accordingly, assets are 100% matched to corresponding liabilities.

20

11. Deferred acquisition costs and deferred income liability Deferred acquisition costs

31 March 2020

30 September 2019

£'000

£'000

Opening balance

50,443

46,073

Capitalisation of deferred income

6,217

11,668

Amortisation of deferred income

(3,774)

(7,298)

Change in deferred acquisition costs

2,443

4,370

Closing balance

52,886

50,443

Deferred income liability

31 March 2020

30 September 2019

£'000

£'000

Opening balance

50,443

46,073

Capitalisation of deferred income

6,217

11,668

Amortisation of deferred income

(3,774)

(7,298)

Change in deferred income liability

2,443

4,370

Closing balance

52,886

50,443

12. Loans

£'000

At 1 October 2018

1,189

Interest income accrued

3

Interest received

(3)

Loan drawdowns

20

Impairment losses on loans

(24)

At 30 September 2019

1,185

Interest income accrued

30

Interest received

(23)

Loan drawdowns

1,071

Impairment losses on loans

(21)

At 31 March 2020

2,242

13. Trade and other receivables

As at

As at

31 March 2020

30 September 2019

£'000

£'000

Other receivables

3,232

6,510

3,232

6,510

14. Trade and other payables

As at

As at

31 March 2020

30 September 2019

£'000

£'000

Trade payables

2,188

498

PAYE and other taxation

1,324

1,343

Other payables

8,326

8,242

Accruals and deferred income

6,611

6,941

18,449

17,024

15. Related parties

There were no material changes to the related party transactions during the period.

21

  1. Contingent liabilities
    In January 2020 the Company received notice from HMRC that the inclusion of Integrated Application Development Pty Ltd (IAD) in the UK VAT group was terminated with effect from 16 July 2016. The Company included IAD in the UK VAT group having taken specialist advice to ensure its actions were in accordance with the relevant laws. The consequence of the exclusion of IAD from the UK VAT group is that the services provided from Australia would now be subject to reverse- charge VAT.
    HMRC's notice states that the VAT due since July 2016 will be approximately £4.3m and that going forward there would be an additional annual VAT charge of approximately £1.4m. The Company does not yet know whether HMRC will charge interest and/or a penalty.
    The Company has opened a discussion with HMRC about its decision to exclude IAD from the UK VAT group, therefore the financial implications of this notice remain uncertain, pending the outcome of the reconsideration of the exclusion.
    Due to the ongoing uncertainty around the additional VAT charges, pending the outcome of the dialogue with HMRC, the Directors do not believe it would be appropriate to recognise a provision in the accounts.
  2. Events after the reporting date
    There are no events subsequent to the year-end that require disclosure in, or amendment to the financial statements.
  3. Dividends
    During the six month period to 31 March 2020 the Company paid an interim dividend of £17.2m to shareholders in respect of financial year 2019. This was in addition to the first interim dividend of £8.6m in respect of financial year 2019, which was paid in June 2019. The financial total of £25.8m compares with a full year interim dividend of £21.2m in respect of the full financial year 2018.

22

DIRECTORS, COMPANY DETAILS, ADVISERS

Executive Directors

Alexander Scott

Ian Taylor

Michael Howard

Jonathan Gunby (appointed 2 March 2020)

Non-Executive Directors

Richard Cranfield

Christopher Munro

Neil Holden

Caroline Banszky

Victoria Cochrane

Robert Lister

Company Secretary

Helen Wakeford

Independent Auditor

BDO LLP, 150 Aldersgate Street, London, EC1A 4AB

Solicitors

Eversheds Sutherland (International) LLP, One Wood Street, London, EC2V 7WS

Corporate Advisers

Peel Hunt LLP, Moor House, 120 London Wall, London, EC2Y 5ET

Principal Bankers

NatWest Bank Plc, 135 Bishopsgate, London, EC2M 3UR

Registrars

Equiniti Group plc, Sutherland House, Russell Way, Crawley, RH10 1UH

Registered Office

29 Clement's Lane, London, EC4N 7AE

Website

www.integrafin.co.uk

Company number

08860879

IntegraFin Holdings plc, 29 Clement's Lane, London, EC4N 7AE Tel: (020) 7608 4900 Fax: (020) 7608 5300

(Registered office: as above; Registered in England and Wales under number: 8860879) The holding company of the Integrated Financial Arrangements Ltd group of companies.

23

M181 March2020

IntegraFin Holdingsplc, 29 Clement's Lane, London, EC4N 7AE

Tel:(020) 7608 4900 Fax:(020) 76085300

(Registered office: as above; Registered in England and Wales under number: 08860879)

Theholding companyof theIntegratedFinancial ArrangementsLtd group of companies.

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IntegraFin Holdings plc published this content on 20 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2020 07:43:10 UTC