30 January 1998 FOR IMMEDIATE RELEASE

Transcription

1 Proposed acquisition of LGT Asset Management Division and Preliminary Results for the year ended ember January 1998 FOR IMMEDIATE RELEASE The Board of AMVESCAP PLC has entered into an agreement to acquire the Asset Management Division ( GT Global ) of the Liechtenstein Global Trust ( LGT ), which values the business at approximately $1.3 billion ( 790 million). A summary of the main points follows: At ember 1997, GT Global s funds under management were in excess of $55 billion ( 33 billion). GT Global manages a range of retail and institutional funds and has been a major player in the global market for almost three decades. It employs 1,300 people in 20 locations worldwide. Following the acquisition, AMVESCAP will have funds under management approaching $250 billion ( 150 billion), reinforcing its position as one of the largest independent investment management businesses in the world. The consideration is to be satisfied with the issue of up to $500 million in AMVESCAP shares at the option of AMVESCAP, with the balance payable in cash. The acquisition is conditional on the approval of AMVESCAP shareholders and GT Global US mutual fund shareholders, together with regulatory and other approvals. At the same time AMVESCAP announces its Preliminary results for the year to ember Unaudited Preliminary Results Results for the Year Ended # Revenues $870.3m $368.5m 530.7m 236.2m Profit before tax $290.8m $102.9m 177.3m 66.0m Profit after tax $191.9m $70.2m 117.0m 45.0m Earnings per share $3.72* $2.76* 22.7p 17.7p Earnings per share (fully diluted) $3.36* $2.51* 20.5p 16.1p Dividends per share $1.15* $0.94* 7.0p 6.0p Page 1 of 14

2 Highlights Profit before tax of 177 million Earnings per share up 28% Dividends per share up 17% Funds under management of $192 billion ( 117 billion) at ember, 1997 AIM results included from 1 March 1997 * Per American Depository Share equivalent to 10 Ordinary Shares # Pounds sterling for the year ended ember 1997 have been translated in to US dollars using $1.64 and $1.645 (1996: $1.56 and $1.692) per 1.00 for profit and loss and balance sheet figures respectively. Chairman Charles W. Brady said: In an increasingly global market place, a firm s size, scale and strength are more critical than ever and AMVESCAP believes the proposed combination with GT Global will enhance the organisation and its competitive position significantly. Many business synergies exist between the two organisations, including increased product diversification, global brand enhancement, expanded geographic reach and added critical mass. With a broad, global product line and strong distribution capabilities, the combination of AMVESCAP and GT Global will have the scale and resources to succeed as one of the few truly global investment management groups. AMVESCAP is one of the world s largest individual investment managers, operating under the AIM and INVESCO brand names. AMVESCAP is a holding company offering a broad array of investment products and services to institutions and individuals across all distribution channels. The Company is listed on the London and New York Stock Exchanges with the symbol AVZ. For further information: Charles W Brady, Chairman Robert F McCullough, Chief Financial Officer AMVESCAP PLC Angus Maitland THE MAITLAND CONSULTANCY Page 2 of 14

3 30 January 1998 INTRODUCTION Proposed acquisition of LGT Asset Management Division and Preliminary Results for the year ended ember 1997 The Board of AMVESCAP PLC ( AMVESCAP ) has entered into an agreement to acquire the Asset Management Division ( GT Global ) of the Liechtenstein Global Trust ( LGT ) in a transaction which values the business at approximately $1.3 billion ( 790 million). At ember 1997, GT Global s funds under management were in excess of $55 billion ( 33 billion). Following the acquisition, AMVESCAP will have funds under management approaching $250 billion ( 150 billion), reinforcing its position as one of the largest independent investment management businesses in the world. The acquisition is conditional on the approval of AMVESCAP shareholders and GT Global s US mutual fund shareholders. The acquisition is also conditional on regulatory and other approvals and is expected to be completed by the end of May The Board of AMVESCAP has unanimously approved the transaction. The consideration is to be satisfied with the issuance of up to $500 million in AMVESCAP shares at the option of AMVESCAP, with the balance payable in cash. It is intended that the equity portion of the consideration will be placed for the seller through a secondary global offering which is expected to be targeted towards US institutional investors. BACKGROUND AMVESCAP is the holding company of the AIM and INVESCO businesses and is quoted on the London and New York Stock Exchanges. With $192 billion ( 117 billion) in assets under management, AMVESCAP is one of the largest independent investment management firms in the world. INVESCO has a major presence in the institutional investment management and mutual fund businesses in North America, Europe, Hong Kong and Japan, as well as being a leading provider of 401K and defined contribution plan services. INVESCO manages portfolios of equity, balanced, fixed-income, money market and real estate investments for institutional investors, retail investors and high net worth individuals. AIM is one of the Page 3 of 14

4 US s leading investment managers. AIM s main activity is managing and distributing equity, fixed income and money market mutual funds. AIM is the twelfth largest mutual fund group in the US and the fifth largest non-proprietary manager, with funds distributed through a nationwide network of 146,000 financial consultants. GT Global manages a range of retail and institutional funds and has been a major player in the global market for almost three decades. It has a reputation for innovation and pioneering product development. It employs 1300 people in 20 locations worldwide. Of its total assets under management, approximately $35 billion are managed in the US, $9 billion in the UK, $6 billion in the Far East and $5 billion in Germany. Around two thirds of GT Global s assets represent institutional mandates, and one third are retail funds. SUMMARY FINANCIAL INFORMATION In the five years to 1996, GT Global s fee income increased from $235 million ( 143 million) to $447 million ( 273 million) - an increase of 90%. Over the same period, operating profit rose by 37%, from $57 million ( 35 million) to $78 million ( 48 million). The net assets of the businesses to be acquired are expected to be minimal. For the year ended ember 1997, GT Global s unaudited total revenues and operating profit before non-recurring items were approximately $450 million and $100 million respectively. BENEFITS OF THE ACQUISITION In an increasingly global marketplace, a firm s size, scale and strength are more critical than ever and AMVESCAP believes the proposed combination will enhance the organisation and its competitive position significantly. Many business synergies exist between the two organisations, including increased product diversification, global brand enhancement, expanded geographic reach and added critical mass. Product Diversification A key component of AMVESCAP s business philosophy is strength through diversification and seeking to encompass and nurture a wide range of investment styles applied to a broad class of assets. GT Global offers a wide range of Page 4 of 14

5 investment products which will enhance AMVESCAP s product range. For example, Chancellor LGT, the US institutional investment manager, offers a wide range of investment products AMVESCAP does not currently possess growth equities, alternative assets, high yield fixed income and structured products. The Frankfurt operations provide a series of quantitative products well-tailored to the German market. The North American retail operations provide AMVESCAP with a well known brand name in global, international, Canadian and sector management. Global Brand Enhancement The GT name is recognised as a leading brand in global products and in several markets including Canada, Germany and Asia Pacific. These are markets which are high strategic priorities for AMVESCAP and in which significant future staffing needs are contemplated. In the US, the combination of AIM and GT Global brands, with their excellent reputations for domestic and international equity investing, will create a very powerful offering in the retail market. Geographic Reach and Critical Mass This transaction will add to AMVESCAP s global network with added territories particularly in Asia and Germany. By pooling resources in Continental Europe and Japan, growth will be accelerated in two of the markets which AMVESCAP views as having the greatest long-term potential. AMVESCAP will provide GT Global with expanded distribution through AIM s powerful presence in the advisor-assisted market. The combined resources will provide a more robust base from which to grow. AMVESCAP and GT Global share similar cultural and philosophical values including global ambition, an understanding of the needs of investment professionals, a belief that success in each national marketplace is dependent upon locally-based employees who understand the local culture, and a recognition of the need to allow individual enterprises a significant degree of autonomy. With a broad product line and strong global distribution capabilities, the combination of AMVESCAP and GT Global will have the scale and resources to succeed as one of the few truly global investment management groups. ADVISERS AMVESCAP is being advised by Putnam, Lovell & Thornton and Cazenove & Co. LGT is being advised by Goldman, Sachs & Co. Further details of the transaction will be sent to shareholders in due course PRELIMINARY RESULTS Page 5 of 14

6 AMVESCAP also announces its Preliminary Results for the year to end ember a. Financial Review Commenting on the results, Charles Brady, Executive Chairman said: AMVESCAP s pre-tax profits for the year were 177 million compared to 66 million for the prior year. Revenues amounted to 531 million compared to 236 million in AIM s results have been included in the Group from 1 st March 1997 and the Group results for 1997 include revenues of 257 million and pre-tax profits of 120 million relating to AIM. Earnings per share increased to 22.7p (1996: 17.7p), a 28% increase. Fully diluted earnings per share increased by 27% to 20.5p (1996: 16.1p). Operating margins rose to 35.1% from 27.2% in 1996, a 29% improvement and the fifth consecutive year of improvements in AMVESCAP s operating margins. The strength of sterling adversely impacted the translation of our results for 1997 when compared to 1996 as our operations are conducted primarily in US dollars. Operating profits for the year 1997 were approximately 9 million less than would have been reported using prevailing exchange rates for Funds under management reached $192.2 billion at the end of 1997 (1996: $94.5 billion) and increase of 103% over the prior year. The Board has recommended a final dividend of 4.5p to be paid as a foreign income dividend, bringing our total dividend for 1997 to 7.0p (1996: 6p), an increase of 17% over the prior year. AMVESCAP has paid 34% of its net profits in dividends for each of the past two years and has increased its total dividend payout to 39.4 million, an increase of 22.4 million over b. The Year in Review Our merger with AIM Management Group Inc (AIM), one of the largest, fastest growing mutual fund groups in the US, was completed on 28 February This merger clearly was the most important event of the year for AMVESCAP. The transition period following the merger of INVESCO and AIM was efficiently completed and excellent relationships have been created throughout the organisation at all levels around the world. In August 1997, the INVESCO Advisor Page 6 of 14

7 Funds, distributed through financial intermediaries, were successfully transferred to AIM and re-branded as the AIM Advisor Funds. The opportunities to create new revenue streams through this combination continue to be implemented and the potential for our Company is very exciting. We have created many new opportunities for clients and our employees and look forward to this continuing into The merger has transformed the Company, making it one of the largest independent investment companies in the world. It has created an entity which has enhanced shareholder value by providing access to one of the most successful broker distribution networks in the US, offering a broader range of investment products and enhancing our position in the US defined contribution marketplace. Two very successful management teams have been combined, providing the financial resources and strong cash flows to enhance our expansion and development. We are well positioned to move into the 21st century as a leader in the global investment management business. The global asset management industry has concluded an exceptional year. The financial results for 1997 set new records for income, pre-tax profits and earnings per share and the investment community has acknowledged the successful implementation of our business strategies through an increase in share value of more than 100% during the course of c. Outlook As we approach the first anniversary of our merger with AIM, we can be proud to say that the integration of our two businesses and cultures has gone extremely well. The merger was based on revenue synergies rather than cost savings. The milestones set to bring the two companies and management teams together have been successfully accomplished within targeted time frames. We believe the opportunities for our industry are exceptional and we feel that our Company has the resources necessary to continue to be a major force in the global fund management business. We are focused on creating value for our shareholders. We have come through an exceptional period. Our success could not have been accomplished without the support and dedication of our employees and the guidance and counsel of our Board of Directors. I am grateful for the many contributions that each group has made during the year. Page 7 of 14

8 AMVESCAP PLC Group Profit and Loss Account (in thousands) For the year ended ember REVENUES, including 257.4m from acquisitions in 1997 $870,281 $368, , ,235 Operating expenses (565,100) (268,283) (344,573) (171,976) OPERATING PROFIT, including million from acquisitions in , , ,086 64,259 Investment income 15,186 6,731 9,260 4,315 Interest expense (29,606) (4,045) (18,053) (2,593) Profit before taxation 290, , ,293 65,981 Taxation (98,858) (32,738) (60,279) (20,986) Profit after taxation 191,903 70, ,014 44,995 Dividends (64,718) (26,445) (39,462) (16,952) Retained profit $127,185 $43,747 77,552 28,043 EARNINGS PER ORDINARY SHARE - basic - fully diluted $3.72* $3.36* $2.76* $2.51* 22.7p 20.5p 17.7p 16.1p Pounds sterling for the year ended ember, 1997 have been translated into US dollars using $1.64 (1996: $1.56) per * Per American Depository Share equivalent to 10 ordinary shares. Page 8 of 14

9 AMVESCAP PLC Group Balance Sheet (in thousands) FIXED ASSETS - Tangible assets $77,038 $34,546 46,832 20,417 - Investments 142, ,760 86,726 70, , , ,558 90,606 Current Assets 482, , , ,778 CREDITORS: Amounts falling due within one year Convertible unsecured loan stock - (202,011) - (119,392) Senior and convertible unsecured loan notes (42,755) - (25,991) - Loans and other creditors (319,179) (172,327) (194,030) (101,848) Net current assets 120,507 99,046 73,256 58,538 Total assets less current liabilities 340, , , ,144 CREDITORS: Amounts falling due after one year (344,088) (54,721) (209,172) (32,341) Provisions for liabilities and charges (31,530) (7,514) (19,167) (4,441) $(35,409) $190,117 (21,525) 112,362 Capital and reserves Called up share capital $244,774 $114, ,799 67,848 Share premium account 258,087 56, ,892 33,184 Profit and loss account 352, , , , , , , ,898 Other reserves (890,988) (212,407) (541,634) (125,536) Shareholders funds $(35,409) $(190,117 (21,525) 112,362 Pounds sterling at ember, 1997 have been translated into US dollars using $1.645 (1996: $1.692) per Page 9 of 14

10 AMVESCAP PLC Business Group Operating Profits (in thousands) For the year ended 1997 Revenues Expenses Profit Managed Products - AIM 257,389 (129,133) 128,256 - INVESCO 95,269 (69,781) 25, ,658 (198,914) 153,744 US Institutional 99,939 (54,275) 45,664 INVESCO Global 77,793 (70,533) 7, ,390 (323,722) 206,668 Corporate 269 (20,851) (20,582) 530,659 (344,573) 186,086 For the year ended 1996 Revenues Expenses Profit Managed Products - AIM INVESCO 83,496 (55,891) 27,605 83,496 (55,891) 27,605 US Institutional 90,529 (44,371) 46,158 INVESCO Global 62,135 (57,863) 4, ,160 (158,125) 78,035 Corporate 75 (13,851) (13,776) 236,235 (171,976) 64,259 Page 10 of 14

11 NOTES 1. The merger with AIM Management Group Inc (AIM) was completed on 28 February Pursuant to the merger agreement, the Company acquired all of the issued and outstanding shares of capital stock of AIM and issued million new Ordinary Shares of the Company s stock. Additionally, a further 5 million new Ordinary Shares have been issued and a further 32.5 million will be issued in future periods in respect of vested and invested AIM options. The balance of the consideration of approximately 345 million was paid in cash from the net proceeds of the rights offering completed in February 1997 and from amounts drawn under the Company s five-year credit facility. The results of AIM Management Group Inc have been included from 1 March The transaction has been accounted as an acquisition and the net goodwill after statutory merger relief has been written off to reserves, resulting in a deficit in capital and reserves at ember The following proforma information assumes the AIM merger was completed on 1 January with the issue of million new Ordinary Shares, cash consideration of 345 million, the completion of the rights issue and other adjustments relating to the merger. Year ended Revenue 572, ,086 Operating profit 200, ,596 Pre-tax profit 189, ,020 Net income 124,643 95, The taxation charge, which is based on the profits for the year, is made up as follows: UK Corporation tax at 31.5 per cent (1996: 33 per cent) 4,271 2,887 Tax credits attributable to franked investment income ACT recoverable (476) (2,047) Overseas taxation 56,349 20,091 60,279 20,986 Page 11 of 14

12 3. Earnings per ordinary share are calculated on the profit for the financial period of million (1996: 45.0 million). The weighted average number of ordinary shares in issue during the period was million (1996: million). The fully diluted earnings per share are based on earnings of million (1996: 49.0 million) and shares of million (1996: million). The adjustment to earnings reflects the saving of interest on the convertible loan note and assumes that the proceeds on the exercise of options and repayment of loans by the Employee Share Option Trust were invested in 2½ per cent Consolidated Stock. The 1997 fully-diluted earnings per share includes adjustments of 42.5 million shares for the Employee Share Option Trust, 14.6 million shares for the Convertible Unsecured Loan Note and 27.4 million shares for outstanding options. The weighted average number of shares for periods before 26 February 1997 have been adjusted to compensate for the effects of the rights issue. 4. Dividends for 1997 and 1996 were as follows: Interim paid: 2.5p per share (1996: 2p) 13,952 4,962 Final proposed: 4.5p per share (1996: 4p) 25,510 11,990 39,462 16,952 Subject to shareholders approval at the Annual General Meeting on 7 May 1998, the final dividend in respect of 1997 will be paid on 6 July 1998 to shareholders on the register at the close of business on 3 April The financial information set out above does not constitute the Company s statutory accounts for the years ended ember 1997 or Statutory accounts for 1996 have been reported on by the Company s Auditors and delivered to the Registrar of Companies. The report of the Auditors was unqualified and did not contain a statement under Section 237 (2) or (3) of the Companies Act Page 12 of 14

13 AMVESCAP PLC Funds Under Management (in billions) Managed Products Total AIM* INVESCO US Inst INVESCO Global ember, 1996 $156.8 $62.3 $19.5 $59.2 $15.8 Market gains Net new (lost) (2.0) 2.2 business Transfer (1.3) (0.6) 0.6 Foreign currency (0.7) (0.7) ember 1997 $192.2 $83.1 $22.8 $67.9 $18.4 ember * CLIENT CATEGORY: Institutional $71.3 $63.0 Open-end funds Closed-end funds Private clients and wrap accounts Collective accounts $192.2 $94.5 INVESTED IN: Equities $126.5 $58.9 Fixed income Real property $192.2 $94.5 * AIM became part of the Group on 28 February 1997, at which date its funds under management were $67.2 billion. Translated at $1.645 per Funds under management are based on the assets gathered in each group, some of which are managed by other business groups. Open-end funds include unit trusts, closed-end funds include investment trusts. Page 13 of 14

14 AMVESCAP PLC Reconciliation to US Accounting Principles (in thousands) The following is a summary of material adjustments to profit and shareholders funds which would be required if US Generally Accepted Accounting Principles ( US GAAP ) had been applied instead of UK Generally Accepted Accounting Principles ( UK GAAP ). The most significant differences relate to the treatment of goodwill, employee stock ownership plans and intangibles, and the treatment of deferred income taxes. Goodwill and other tangible assets are amortised over their estimated useful lives, which vary between 7 and 35 years. Goodwill arising from the AIM merger is being amortised over 25 years * Net profit under UK GAAP 117,014 44,995 US GAAP ADJUSTMENTS: Pension costs 1, Goodwill and other intangibles (44,496) (13,592) Taxation (4,647) (657) Net income under the US GAAP 68,953 31,052 Net income per share under US GAAP (basic) 13p 13p Net income per share under US GAAP (fully diluted) 12p 10p Shareholders funds under UK GAAP ( 21,525) 112,362 US GAAP ADJUSTMENTS: Pension costs 5,298 4,216 Goodwill and other intangibles 1,079,307 99,807 Deferred taxation (4,764) (10,050) Deferred earn-out payments 383 2,532 Employee stock ownership plans (5,772) (7,166) Treasury stock (87,475) (73,809) Dividends 25,510 11,990 Shareholders equity under US GAAP 990, ,882 Page 14 of 14