Contingent consideration of GBP630,000 is based on the expected
net revenue of USD2,005,000 and net profit of USD250,000 for the 12
months period following the acquisition. The minimum amount payable
is GBP461,000 and is capped at GBP1,231,000.
None of the goodwill recognised is expected to be deductible for
income tax purposes.
Acquisition of Excelsus Group
On 8th February 2012 the Group acquired the Excelsus Group, a
marine specialty broker based in Singapore and Malaysia. The
acquired business contributed revenue of GBP1,087,000 and a net
profit of GBP274,000 to the period since acquisition. If the
acquisition had taken place on 1st January 2012 the contribution to
Group revenue and net profit would have been GBP1,258,000 and
GBP329,000 respectively.
Goodwill calculation
GBP'000
Purchase consideration
- cash paid 1,942
- contingent consideration 561
Total purchase consideration 2,503
Less fair value of net assets acquired 30
Goodwill 2,473
Jardine Lloyd Thompson Group plc
Notes to the Preliminary Results
For the year ended 31st December 2012
18. Business combinations cont'd
The assets and liabilities arising from the acquisition
were as follows: Acquiree's
carrying
amount Fair value
GBP'000 GBP'000
----------
Property, plant and equipment 2 2
Cash and cash equivalents
- own cash 4 4
Current taxation 24 24
30 30
GBP'000
Purchase consideration settled in cash 1,942
Cash and cash equivalents - own cash in subsidiary
acquired (4)
Cash outflow on acquisition 1,938
As at 31st December 2012, the process of reviewing the fair
values of assets acquired had not been completed, consequently the
fair values stated above are provisional.
Contingent consideration of GBP561,000 is based on expected net
revenue of SGD2,415,000 for the 12 months period following the
acquisition. The minimum amount payable is GBP56,000 and is capped
at GBP1,064,000.
None of the goodwill recognised is expected to be deductible for
income tax purposes.
Other acquisitions and additional investments
Goodwill calculation
GBP'000
Purchase consideration
- cash paid 4,128
- deferred consideration 2,252
- contingent consideration 243
Total purchase consideration 6,623
Less fair value of net assets acquired 626
Less equity movement on transactions with non-controlling
interests 4,692
Goodwill 1,305
Jardine Lloyd Thompson Group plc
Notes to the Preliminary Results
For the year ended 31st December 2012
18. Business combinations cont'd
The assets and liabilities arising from the other acquisitions and
additional investments were as follows:
Acquiree's
carrying amount Fair value
GBP'000 GBP'000
Property, plant and equipment 8 8
Trade and other receivables 63 63
Cash and cash equivalents
- own cash 8 8
Trade and other payables (127) (127)
Non-controlling interests 674 674
626 626
GBP'000
Purchase consideration settled in cash 4,128
Cash and cash equivalents - own cash in subsidiary acquired (8)
--------
Cash outflow on acquisition 4,120
--------
As at 31st December 2012, the process of reviewing the fair
values of assets acquired had not been completed, consequently the
fair values stated above are provisional.
None of the goodwill recognised is expected to be deductible for
income tax purposes.
Jardine Lloyd Thompson Group plc
Notes to the Preliminary Results
For the year ended 31st December 2012
18. Business combinations cont'd
Group summary of the net assets acquired and goodwill
Alexander Towner Excelsus
Forbes Group Group Others Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- --------- --------
Purchase consideration
- cash paid 17,000 4,072 1,942 4,128 27,142
- deferred consideration 1,616 - - 2,252 3,868
- contingent consideration - 630 561 243 1,434
-------- --------- --------
Total purchase consideration 18,616 4,702 2,503 6,623 32,444
Less fair value on acquisitions
occurring during the year 6,791 848 30 626 8,295
Less equity movement on transactions
with non-controlling interests - - - 4,692 4,692
Goodwill on acquisitions occurring
during the year 11,825 3,854 2,473 1,305 19,457
Impact of revisions to deferred
consideration (650)
Impact of revision to fair value
adjustment in relation to acquisitions
completed in 2011 76
Net increase in goodwill 18,883
Impact of revisions to deferred
consideration (351)
Impact of the additional investments 4,692
Net decrease in equity 4,341
Alexander Towner Excelsus
Forbes Group Group Others Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Purchase consideration settled
in cash 17,000 4,072 1,942 4,128 27,142
Cash and cash equivalents - own
cash in subsidiary acquired (1,085) (197) (4) (8) (1,294)
Cash outflow on acquisition in
the year 15,915 3,875 1,938 4,120 25,848
Impact on cash of revision to
fair value adjustment in relation
to acquisitions completed in
2011 (69)
Cash outflow in the year 25,779
Jardine Lloyd Thompson Group plc
Notes to the Preliminary Results
For the year ended 31st December 2012
19. Business disposals
On 14th February 2012, the Group disposed of 100% of its
shareholding in JLT-Siaci Espana, S.L.
Net assets and proceeds of disposal Total
GBP'000
Property, plant and equipment 24
Intangible assets (2)
Trade and other receivables 808
Cash and cash equivalents
- own cash 274
- fiduciary cash 1,156
Insurance payables (1,156)
Trade and other payables (440)
Current taxation (25)
Non-controlling interests (169)
Net assets at disposal 470
Exchange gains recycled from exchange reserves (91)
Gain on disposal 235
Proceeds on disposal 614
Disposal consideration settled in cash 614
Cash and cash equivalents - own cash in subsidiary sold (274)
340
Cash and cash equivalents - fiduciary cash in subsidiary
sold (1,156)
Cash outflow on disposal (816)
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