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Replacement - Half Yearly Report

24 Sep 2009 16:27

RNS Number : 6345Z
Charlemagne Capital Limited
24 September 2009
Β 

ο»Ώ

24thΒ September 2009Β 

Charlemagne Capital Limited

Β Results for the six months to 30 June 2009

Replacement Announcement

The following replacesΒ Charlemagne Capital Limited's previous announcment, Headlined -Β Half Yearly Report,Β RNS numberΒ 4973Z released on 23 September atΒ 7am. This release corrects the header in that announcement which referred to audited, rather than unaudited results. The remainder of the announcment is unchanged.

Charlemagne Capital LimitedΒ ("Charlemagne", or the "Group"), the specialist emerging markets equity investment manager, today announcesΒ unaudited results for the six months to 30 June 2009.

Key Highlights

GroupΒ Assets under Management ("AuM")Β up 9.0% since 1 January 2009 to US$2.4 billion as at 30 June 2009 reflecting improving market conditions but still down significantly since 30 JuneΒ 2008Β (US$5.7 billion)

Net management feesΒ ofΒ US$8.4Β millionΒ down 67% versus June 2008, reflecting the impact that the fall in global emerging markets has had on average AuMΒ in the first half of 2009

Net performance feesΒ of US$0.4 millionΒ down 88% versus June 2008

Operating profit of US$1.3 million, down 90% versus June 2008

Earnings per share of 0.41 US cents per shareΒ 

Ordinary interim dividend of 0.4 US centsΒ per shareΒ 

Investment case for emerging markets remains strong, with de-coupling to continueΒ 

Charlemagne well positioned to benefit from improving market sentiment and positive fund flows

Commenting on the results,Β Jayne Sutcliffe, Chief Executive:Β 

"Despite the turbulence in global markets, the fundamental case for emerging markets remains compelling. During this challenging period we kept our infrastructure and operating platform intact and consequently we are well positionedΒ to continue to build the business and take advantage of newΒ Β investmentΒ opportunities.Β 

"TheΒ recovery experienced duringΒ the second quarterΒ has continued, with Assets under Management increasing by 17%Β to US$2.8 billionΒ since the end of JuneΒ to date. We are confident thatΒ Charlemagne will continue to benefit fromΒ this trend as investors return toΒ emerging markets equities."

Enquiries:

Charlemagne Capital

Tel. 020 7518 2100

Jayne Sutcliffe, Chief Executive

DavidΒ McMahon, Finance DirectorΒ 

Smithfield Consultants

Tel. 020 7360 4900

John KielyΒ /Β Gemma FroggattΒ 

There is a presentation for analysts and investors at 09.30am today at the offices of Smithfield Consultants, 10 Aldersgate St., London EC1A 4HJ.

Notes to Editors:

Charlemagne Capital is a specialist emerging markets equity investment management group. Charlemagne Capital Limited was admitted to the AIM market of the London Stock Exchange on 4 April 2006.

Charlemagne's product range comprises mutual funds, institutional and specialist fund products and hedge funds primarily covering GEMs, EMEA, Latin America and Asia. Charlemagne Capital employs a range of investment strategies including: long only, long/short, structured products and private equity. Charlemagne Capital's funds aim to exploit the inefficiencies in the market via a strict bottom up approach and focused stock selection.

Β Β Chief Executive'sΒ Report

The second quarter of 2009 has seen recovery in global markets,Β which has continued into the third quarter,Β with the recovery being even more significantΒ in emerging markets. TheΒ issuesΒ that blighted the world economies in the latter part of 2008 were primarily created by the world's developed markets, so whilst this has impacted global demand, growing domestic demand has made emerging markets less dependent on the economies of the developed world. It is our belief that this de-coupling will continue to assert itself.

Assets under Management ("AuM") rose to US$2.4 billionΒ by the end of June, up 9% from the start of year andΒ upΒ 28% from the end of March 2009Β and had reached US$2.8 billion by mid September. Whilst this performance is very encouraging, AuM is still significantly behind the same time last year (US$5.7Β billion) and therefore revenuesΒ for the first half of the yearΒ wereΒ severely impacted at justΒ US$9.5 millionΒ (2008:Β US$30.3Β million). Net management feesΒ wereΒ US$8.4Β million (2008:Β US$25.1Β million) and net crystallised performance fees were US$0.4Β million (2008: US$3.3Β million) reflecting theΒ difficultΒ market conditions. Accruing performance fees1Β which have not crystallised but have crystallisation dates falling in 2009Β were US$0.9Β million compared with US$0.7Β million as at the same date in 2008, although the accruing amount may not necessarily be indicative of the eventual crystallised figure. The balance of the total revenues arose from investment and other income.

Fund performance in the first half has been strong with overall growth of 27%Β across all productsΒ over the period, with certain funds seeing growth of around 60%.

We have seen net outflows across all fund groupsΒ in keeping with most of the industry. Hedge fundsΒ sawΒ the highestΒ proportionateΒ levels of outflows, despite solid positive performance, due to client demands for the return of cash from more liquid assets. In addition to the general market malaise, certain clients have reported impacts from special situations, such as the Madoff affair, which led them to require liquidity at short notice.

The scale of the changes in the underlying mix of products has led to aΒ fallΒ in the average levels of fee revenue per dollar of AuM. Whilst theΒ revenueΒ margins in the Magna and OCCO fund ranges have held up well,Β there has beenΒ a fall in the overallΒ revenueΒ margin to 74 basis points from 82 basis points in 2008.Β  The Group believes this lower figure to be sustainable moving forward.

The GroupΒ does not see any reason to changeΒ its policy of paying dividends reflecting the long-term earnings and cash flow of the Group. For the first half of 2009, the Group is declaring an ordinary interim dividend of US 0.4 cents (2008: US 2.4Β cents) reflectingΒ reduced but still positiveΒ levels of sustainable earnings in the periodΒ and signalling confidence in the outlook. Β Shareholders' equity continues to be almost completely backed by cash. Β 

Despite the turbulence in global marketsΒ during the period under review, the fundamental case for emerging markets remains sound.Β MarketΒ performance in the first half has been strong, and the Group has continued toΒ beΒ profitable.Β We have maintained our infrastructure and operating platform intact despite market pressures.Β The Group remains confident that it isΒ well positionedΒ and appropriately structuredΒ to gain an appropriate share of investment monies allocated to the sphere in which it operates.

Jayne Sutcliffe

Chief Executive

23 September 2009

1Β  Performance fees accrue throughout the accounting period in the accounts of each respective fund. It is the Group's accounting policy only to recognise such revenues as they crystallise at the year-end date of the relevant fund or, in certain cases, on redemption. Levels of accrued performance fees at any particular time should not be seen as necessarily indicative of the eventual crystallised figures, especially in periods of above average market volatility.Β 

Β 

Β Financial Summary

Summary Financial Information

The results and the assets and liabilities of the Group for the current andΒ comparative interim periods along with theΒ lastΒ fullΒ financial year (extracted from the audited financial statements) are set out below in summary:-

Results

Notes

Unaudited

Unaudited

Audited

For theΒ six months to

For the six months to

Year to

30 June 2009

30 June 2008

31 December 2008

US$'000

US$'000

US$'000

Revenue

9,463

30,259

43,664

Operating Profit

1,297

13,169

16,609

Profit before tax

1,297

13,169

16,609

Balance sheet summary

Assets and liabilities

Property and equipment

724

1,179

746

Interest in jointly controlled entity

87

220

220

Current assets

29,918

54,641

36,312

Total assets

30,729

56,040

37,278

Total liabilities

7,290

23,648

12,017

Net assets

23,439

32,392

25,261

Earnings per share

US$

US$

US$

Basic

10

0.004139

0.039439

0.049452

DilutedΒ 

10

0.004139

0.039439

0.049410

US$'000

US$'000

US$'000

Dividends

5

3,606

35,777

42,766

Assets under Management ("AuM")

The table belowΒ sets out the Group's AuM as atΒ 30 JuneΒ 2009Β and the movements experienced in each product range inΒ the period sinceΒ 1 January 2009.

1 January 2009

Net subscriptions

Reorganisation

Net performance

Β 30 JuneΒ 

2009

Movement in period

AuM (US$m)

(US$m)

(%)

(US$m)

(%)

(US$m)

(%)

AuM (US$m)

(%)

Magna

392

(81)

(20.7)

-

-

107

30.4

418

6.6

OCCO

247

(180)

(72.9)

(20)

(8.1)

32

21.8

79

(68.0)

InstitutionalΒ Advisory

534

(53)

(9.9)

-

-

174

34.3

655

22.7

InstitutionalΒ Mandate

751

(10)

(1.3)

20

2.7

241

31.9

1,002

33.4

Specialist

255

(20)

(7.8)

-

-

(13)

(5.3)

222

(12.9)

Total

2,179

(344)

(15.8)

-

-

541

27.0

2,376

9.0

Note:Β Closing AuM is stated as including all subscription and redemption orders received for the relevant funds as at the close of the period but not processed until the first dealing date of the following period.

Consolidated StatementΒ of ComprehensiveΒ Income

Expressed inΒ United StatesΒ Dollars

Notes

Unaudited

Unaudited

Audited

Six months to

Six months to

YearΒ to

30 June 2009

30 June 2008

31 DecemberΒ 2008

US$'000

US$'000

US$'000

Revenue

3

9,463

30,259

43,664

Expenses

Personnel expenses

(5,689)

(14,113)

(20,912)

Other costs

(2,477)

(2,977)

(6,143)

OperatingΒ ProfitΒ before tax

1,297

13,169

16,609

Taxation

4

(187)

(2,085)

(2,695)

Profit after tax

1,110

11,084

13,914

Other Comprehensive Income

Foreign currency translation differences

1,228

647

(629)

Total Comprehensive Income for the Period

2,338

11,731

13,285

Attributable to

Minority Interests

8

(38)

-

57

Owners of theΒ Company

2,376

11,731

13,228

US$

US$

US$

Earnings per share

BasicΒ 

10

0.004139

0.039439

0.049452

Diluted

10

0.004139

0.039439

0.049410

Β Β Β 

Consolidated Statement of Financial Position

Expressed inΒ United StatesΒ Dollars

Notes

Unaudited

Audited

As at

As at

30 JuneΒ 

2009

31 December 2008

US$'000

US$'000

Non-current assets

Property and equipment

724

746

Interest in jointly controlled entity

12

87

220

Total non-current assets

811

966

Current assets

Current investments

562

681

Receivables

6

7,517

7,533

Cash and cash equivalents

21,839

28,098

Total current assets

29,918

36,312

TotalΒ assets

30,729

37,278

Issued share capital

9

2,808

2,808

Reserves

20,479

22,263

Shareholders' equity

23,287

25,071

Minority Interest

152

190

Total equity

23,439

25,261

Current liabilities

Accounts payable, accruals and other payables

7

7,276

10,947

TaxationΒ 

4

14

1,070

Total current liabilities

7,290

12,017

Total equity and liabilities

30,729

37,278

Β Β ConsolidatedΒ Statement of Changes in Equity

Share

Capital

Share

Premium

Retained

Earnings

Treasury Shares

Share Option Reserve

Foreign

Currency

Exchange

Reserve

Total attributable to the Owners of the Company

Minority Interest

Total Equity

Β Equity

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

As atΒ 1 January 2009

2,808

6,520

19,314

(6,280)

737

1,972

25,071

190

25,261

Share based payment plans

-

-

(4,038)

4,106

(622)

-

(554)

-

(554)

Comprehensive income for the periodΒ 

-

-

1,148

-

-

1,228

2,376

(38)

2,338

Dividends

-

-

(3,606)

-

-

-

(3,606)

-

(3,606)

As atΒ 30 June 2009

2,808

6,520

12,818

(2,174)

115

3,200

23,287

152

23,439

Β 

Β 

Share

Capital

Share

Premium

Retained

Earnings

Treasury Shares

Share Option Reserve

Foreign

Currency

Exchange

Reserve

Total attributable to the Owners of the Company

Minority Interest

Total Equity

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

AtΒ 1 January 2008

2,853

6,520

50,726

(6,280)

1,057

2,601

57,477

133

57,610

Shares repurchased

(13)

-

(1,450)

-

-

-

(1,463)

-

(1,463)

Share based payment plans

-

-

-

-

291

-

291

-

291

Comprehensive income for the periodΒ 

-

-

11,084

-

-

647

11,731

-

11,731

Dividends

-

-

(35,777)

-

-

-

(35,777)

-

(35,777)

As atΒ 30 June 2008

2,840

6,520

24,583

(6,280)

1,348

3,248

32,259

133

32,392

Share

Capital

Share

Premium

Retained

Earnings

Treasury Shares

Share Option Reserve

Foreign

Currency

Exchange

Reserve

Total attributable to the Owners of the Company

Minority Interest

Total Equity

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

AtΒ 1 January 2008

2,853

6,520

50,726

(6,280)

1,057

2,601

57,477

133

57,610

Shares repurchased

(45)

-

(2,503)

-

-

-

(2,548)

-

(2,548)

Share based payment plans

-

-

-

-

(320)

-

(320)

-

(320)

Comprehensive income for the yearΒ 

-

-

13,857

-

-

(629)

13,228

57

13,285

Dividends

-

-

(42,766)

-

-

-

(42,766)

-

(42,766)

AtΒ 31 December 2008

2,808

6,520

19,314

(6,280)

737

1,972

25,071

190

25,261

Β Β Consolidated StatementΒ of Cash Flows

Expressed inΒ United StatesΒ Dollars

Notes

Unaudited

Unaudited

Audited

Six months to

Six months to

Year to

30 June 2009

30 June 2008

31 December 2008

US$'000

US$'000

US$'000

Operating Profit

1,297

13,169

16,609

Adjustments for:

Depreciation

161

243

428

Exchange loss onΒ property andΒ equipment

(86)

6

289

Provision for unrealisedΒ (profit) /Β lossΒ on foreign exchange contracts and investments

(200)

1,304

857

(Profit)/lossΒ on disposal of investments

(16)

(559)

863

Share based payment plan

(554)

291

(320)

(Increase)/DecreaseΒ in receivables

(177)

68,004

74,674

(Decrease)/IncreaseΒ in accounts payable, accruals and other payables

(3,671)

(36,301)

(46,805)

Dividend received from jointly controlled entity

12

133

-

-

Tax paid

(1,243)

(9,600)

(11,337)

Foreign currency transaction adjustment

1,228

647

(629)

Cash flowsΒ (used in)Β /Β from operating activities

(3,128)

37,204

34,629

Investing activities

Purchase of investments

-

(2,925)

(2,888)

Proceeds from sale of investments

528

2,919

8,684

Proceeds from sale ofΒ property and equipment

-

-

33

Purchase ofΒ property and equipment

(53)

(146)

(214)

Cash flowsΒ from/(used in)Β investing activities

475

(152)

5,615

Financing activities

Shares repurchased

-

(1,463)

(2,548)

DividendsΒ paid

(3,606)

(35,777)

(42,766)

Cash flows used in financing activities

(3,606)

(37,240)

(45,314)

NetΒ decreaseΒ in cash and cash equivalents

(6,259)

(188)

(5,070)

Cash and cash equivalents at the beginning of theΒ period

28,098

33,168

33,168

Cash and cash equivalents at the end of theΒ period

21,839

32,980

28,098

Β Β Β Notes to theΒ Consolidated InterimΒ Financial Statements

1. Basis of Preparation and Significant Accounting Policies

TheΒ consolidatedΒ interimΒ financial statementsΒ haveΒ been preparedΒ on a condensed basis,Β in accordance with the requirements ofΒ International Accounting Standard 34 "Interim Financial Reporting". They do not include all of the information required in annual financial statements in accordance with IFRS and where appropriate should be read in conjunction with the consolidated financial statements of the Group for the year endedΒ 31 December 2008.

The condensed consolidatedΒ interimΒ financial statements have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year toΒ 31 December 2008Β except for the adoption of IAS 1 "Presentation of Financial Statements" (Revised 2007) and IFRS 8 "Operating Segments".

The adoption of IAS 1 (Revised 2007) makes certain changes to the format and titles of the primary financial statements and to the presentation of some items within these statements. It also gives rise to additional disclosures. The measurement and recognition of the Group's assets, liabilities, income and expenses are unchanged. However, some items that were recognised directly in equity are now recognised in other comprehensive income. IAS 1 affects the presentation of owner changes in equity and introduces a "Statement of comprehensive income". In accordance with the new standard the entity does not present a "Statement of recognised income and expense", as was presented in the 2008 consolidated financial statements. Further a "Statement of changes in equity" is now presented as a prime statement.

The adoption of IFRS 8 has not affected the disclosure of segment reporting for the Group as the information previously presented was already consistent with the segmental reporting structure reviewed by management.

TheΒ condensedΒ consolidatedΒ interimΒ financial statements are prepared on the historical cost basis except that the following are stated at their fair value: financial instruments at fair value through profit or loss including derivative financial instruments. Recognised assets and liabilities that are hedged are stated at fair value in respect of the risk that is hedged.

2. Comparative Figures

Where necessary, comparatives figures have been adjusted to conform to changes in presentation for the current period.

3. Segment Reporting

Unaudited

Six months toΒ 30 June 2009

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Magna

OCCO

Institutional

Institutional

Specialist

Other

Total

Advisory

Mandates

Net Management Fees

1,982

1,290

575

2,808

1,721

-

8,376

Net Performance Fees

(115)

474

-

17

-

-

376

Return onΒ InvestmentΒ 

-

-

-

-

-

216

216

Other Income

-

-

-

-

-

495

495

Segment Revenue

1,867

1,764

575

2,825

1,721

711

9,463

Segment Result

1,559

1,375

513

2,453

1,578

711

8,189

Unallocated Expenses

(6,892)

Results from Operating Activities

1,297

Β Β Notes to theΒ Consolidated InterimΒ Financial StatementsΒ (continued)

3. Segment Reporting (continued)

Unaudited

Six months toΒ 30 June 2008

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Magna

OCCO

Institutional

Institutional

Specialist

Other

Total

Advisory

Mandates

Net Management Fees

7,542

2,864

6,342

4,284

4,043

-

25,075

Net Performance Fees

34

1,322

121

819

1,050

-

3,346

Return on InvestmentΒ 

-

-

-

-

-

14

14

Other Income

-

-

-

-

345

1,479

1,824

Segment Revenue

7,576

4,186

6,463

5,103

5,438

1,493

30,259

Segment Result

4,971

2,592

4,536

3,521

4,034

1,493

21,147

Unallocated Expenses

(7,978)

Results from Operating Activities

13,169

4. Β Taxation

Income tax expense is recognised in each interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year. Amounts accrued for income tax expense in one interim period may be adjusted in a subsequent period of that financial year if the estimate of the effective rate of income tax changes.

5. Dividends

Unaudited

Unaudited

Six months to

Six months to

30 June 2009

30 June 2008

US$'000

US$'000

Interim dividend of 1.3Β US cents (2008:Β 12.75Β US cents)

3,606

35,777

AnΒ interim ordinary dividend of 1.3 US cents (GB 0.9205p)Β (2008: 2.4 US cents, GB 1.2179p)Β per ordinary share in respect of the year ended 31 December 2008 was paid on 7 April 2009 to those shareholders on the register on 13 March 2009 and was charged to the income statement in 2009. There was no interim special dividend paid in the period (2008: 10.35 US cents, GB 5.2522p).

The Group has declared an ordinary interim dividend of 0.4 US centsΒ (GB 0.2453p)Β in respect of the half year to 30 June 2009 which will be paid onΒ 30Β October 2009 to those shareholders who were registered onΒ 2Β OctoberΒ 2009

6. Receivables

Unaudited

Audited

Six months to

YearΒ to

30 June 2009

31 DecemberΒ 2008

US$'000

US$'000

Trade receivablesΒ 

5,272

4,545

Other receivables

1,728

2,459

Prepayments

517

529

7,517

7,533

Β Β Notes to theΒ Consolidated InterimΒ Financial StatementsΒ (continued)

7. Accounts Payable, Accruals and Other Payables

Unaudited

Audited

Six months to

YearΒ to

30 June 2009

31 DecemberΒ 2008

US$'000

US$'000

Provision for performance awards

3,991

5,413

Accruals and other payables

3,285

5,534

7,276

10,947

8. Minority Interest

On 11 June 2009 the Group acquired the remaining interest inΒ Charlemagne Capital (Services) Ltd, one of its subsidiaries The Group has also created a new subsidiary during the period in which there is a minority interest.Β The subsidiary's income is directly related toΒ the profitability ofΒ one the investment funds managed by the Group.

9.Β  Issued Share Capital

Shares

Unaudited

Audited

30 June

31 December

2009

2008

US$'000

US$'000

Authorised

2,000,000,000 ordinary shares of US$0.01 each

20,000

20,000

Issued and fully paid

At beginning ofΒ period;Β 280,810,673Β (2008:Β 285,274,173)Β 

2,808

2,853

ordinary shares of US$0.01 each

Shares repurchased;Β nilΒ (2008Β full year:Β 4,463,500)

-

(45)

At end of period; 280,810,673Β (2008: 280,810,673) fully paid

2,808

2,808

During the six months endedΒ 30 June 2009, the Company did not repurchase any of its own shares. During the six months endedΒ 30 June 2008, the Company repurchased 1,250,000 of its own shares from a total of 4,463,500 shares repurchased in 2008 as a whole.

As at the date of issuing the financial statements there wereΒ 280,810,673Β ordinary shares of US$0.01 each issued and fully paid.

10. Earnings per Share

The calculation of basic earnings per share of the Group is based on the net profit attributable to shareholders for the six months to 30 June 2009Β of US$1.1m (2008: US$11.1m) and the weighted average number of shares ofΒ 277,388,488Β (2008:Β 281,041,548) in issue during theΒ period.

The calculation of diluted earnings per share of the Group includes the effect of thoseΒ outstandingΒ share options whereΒ specified performance conditions being satisfiedΒ which have not yet vested. As atΒ 30 June 2009Β there are no dilutive effects.Β 

Shares issued during 2006 to Sanne Trust Company Limited have been excluded from the earnings per share calculation as such shares are currently accounted for as treasury shares.

Β Β Notes to theΒ Consolidated InterimΒ Financial StatementsΒ (continued)

11. Share Based Payments

During the period the Group issued new share based incentive programmes to its employees. A number of previously granted options expired due to failure to meet their performance conditions.

Equity Settled

The Group has established several share based incentive programmes that entitle certain employees to acquire shares in the Company subject to the vesting conditions set out below at an exercise price that was set at the date of grant.

The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grantΒ date and spread over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of share options that are expected to vest.

GrantΒ Date

Options Issued

Options Remaining

Vesting Conditions

Contractual life of Options

27 March 2006

1,013,578

363,289

Equal parts vesting over three, four and five years service plus achievement of EPS performance targetsΒ 

7 Years

27 March 2006

471,427

-

Three years service plus achievement of Assets under Management (AuM) performance targets

7 years

8 May 2006

212,564

-

Three years service plus achievement of Assets under Management (AuM) performance targets

10 years

21 November 2006

50,903

45,894

Equal parts vesting over three, four and five years service plus achievement of EPS performance targets

7 years

21 November 2006

56,737

-

Three years service plus achievement of Assets under Management (AuM) performance targets

10 Years

13 March 2007

134,851

119,882

Equal parts vesting over three, four and five years service plus achievement of EPS performance targets

7 Years

18 March 2008

356,430

356,430

Three years service plus achievement of Assets under Management (AuM) performance targets

10 years

18 March 2008

200,000

200,000

Equal parts vesting over three, four and five years service plus achievement of Assets under Management (AuM) performance targets

7 years

27 March 2009

10,445,105

10,445,105

Three years service plus achievement of Assets under Management (AuM) performance targets

7 years

27 March 2009

2,808,107

2,808,107

Three years service plus achievement of Assets under Management (AuM) performance targets

7 years

Total Share Options

15,749,702

14,338,707

The number and weighted average exercise price of outstanding share options is as follows:

Weighted average exercise price

Number of Options

Outstanding at beginning of period

GBP0.31

1,297,626

Granted during the period

GBP0.09

13,253,212

Forfeited/lapsed/cancelledΒ during the period

GBPNIL

(212,131)

Outstanding at the end of the period

GBP0.11

14,338,707

Β Β Notes to theΒ Consolidated InterimΒ Financial StatementsΒ (continued)

11. Share Based Payments (continued)

The options outstanding atΒ 30 June 2009Β have an exercise price between GBPNil and GBP0.75Β and a weighted average contractual life ofΒ 6.7Β years. Outstanding share options are contingent upon specified performance and service criteria being satisfied. As atΒ 30 June 2009Β some of the performance criteria had been achieved however the service criteria haveΒ not yetΒ been met. AlsoΒ during the period toΒ 30Β June 2009Β some of theΒ options were cancelled or settled, in the case of unvested options, this was treated as an acceleration of the vesting period.Β 

The fair values of the options granted under the new equity settled schemes are measured at the grantΒ date using a Black-Scholes binomial lattice model and spread over the three year vesting period of these schemes. The values are adjusted to reflect the actual number of shares that are expected to vest and recognised as an employee expense with a corresponding increase in equity.

During the period the Group established a new subsidiary entity and entered into an economic interest agreement with this entity in respect of one of the management contracts held by the Group. An employee of the Group holds a 49.9% minority interest in the shares of this entity and has an option to acquire a further 12.6% of the shares in issue. The Group has retained an option to re-acquire the shares held by the employee for a nominal sum under certain conditions, should the employee's option no longer be exercisable for any reason. As at the grant date, the Directors believe that the option granted to the employee has no significant value.

The share options are granted under service and non-market performance conditions. Such conditions are not taken into account in the grant date fair value measurement of the services received. There are no marketΒ relatedΒ conditions associated with the share option grants.

Cash Settled

As at the reporting date the Charlemagne 2005 Employee Benefit Trust ("theΒ EBT"Β ) holdsΒ 3,422,185 Company shares, which had a fair value ofΒ US$672,215Β as at 30Β JuneΒ 2009Β (31 DecemberΒ 2008: US$368,264), based on the market price as at that date, after adjusting for the waiver of dividend rights at an assumed dividend yield of 5%. Previously the Directors of the Group's global employment company, Charlemagne Capital Services Limited ("CCSL"), recommended to the Trustee of theseΒ Company shares heldΒ by the EBT be heldΒ untilΒ certain AuMΒ performances targets and service targetsΒ wereΒ met, after which time the shares should be soldΒ and the Trustee of the EBT (Sanne Trust Limited, an independent trustee company) mayΒ at its discretion allocate the proceeds to discretionary sub-trusts of which certain employees and their families are beneficiaries.Β 

During the period to 30 June 2009,Β certain of the original performance targets were not met, the Directors of CCSL,Β thereforeΒ recommended to the Trustee of theΒ EBT that 2,404,236 of theΒ Company shares heldΒ by the EBT should continue to be heldΒ untilΒ new AuMΒ performances targets and service targets are met, after which time the shares should be sold. The Trustee of the EBT may at its discretion allocate the proceeds to discretionary sub-trusts of which certain employees and their families are beneficiaries.Β 

The fair value of the future cash settlement is spread over the vesting period, and recognised as an expense in the accounts with a corresponding increase in liabilities. The fair value is re-measured at each reporting date, with any adjustment in the cumulative fair value being recognised in the reporting period.

12. Interest inΒ JointlyΒ ControlledΒ Entity

During the period a jointly controlled entity made a part distribution of its assetsΒ by way of a dividend.

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END
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