TIDMLSL

RNS Number : 8486Y

LSL Property Services

28 February 2013

 
 For immediate release   28 February 2013 
 

LSL Property Services plc ("LSL")

PRELIMINARY ANNOUNCEMENT

LSL Property Services plc, a leading provider of residential property services incorporating both estate agency and surveying businesses, announces preliminary results for the year ended 31(st) December 2012.

 
 Highlights                                                    2012    2011    % Change 
------------------------------------------------------------  ------  ------  --------- 
 Group Revenue GBPm                                            243.8   218.4   +12 
 Group Underlying Operating Profit(1) GBPm                     35.1    31.1    +13 
 Overall operating margin %                                    14.4    14.2    +0.4 
------------------------------------------------------------  ------  ------  --------- 
 Like-for-like Group revenue (2) GBPm                          216.6   215.7   +0 
 Like-for-like Group Underlying Operating Profit (1,2) GBPm    27.9    30.5    -9 
 Like-for-like operating profit margin %                       12.9    14.2    -1.3 
------------------------------------------------------------  ------  ------  --------- 
 Profit before tax GBPm                                        6.7     17.6    -62 
  Underlying Profit before tax GBPm                             32.5    29.3    +11 
 Basic Earnings per share - pence                              6.8     12.9    -47 
 Adjusted Basic Earnings per share - pence                     23.8    21.0    +14 
 Cash inflow from operations GBPm                              32.6    24.3    +34 
  Net Bank Debt GBPm                                            26.6    35.7    -25 
  Final proposed dividend per share - pence                     6.4     5.9     +8 
 Full year dividend per share - pence                          9.5     8.7     +9 
------------------------------------------------------------  ------  ------  --------- 
 

-- Impressive growth in the Estate Agency Division

-- Investment in lettings, financial services and counter-cyclical income streams yielding strong returns

-- Solid first full year performance from Marsh & Parsons - major platform for growth

-- Surveying division constrained by impact of contract renewals and declining lender market share

-- Costs for professional indemnity (PI) claims have tracked as expected since June 2012

-- Extremely cash generative. Cash inflow from operations up 34% to GBP32.6m and GBP6.3m generated from disposal of freehold properties

-- Net Bank Debt(3) reduced by 25% to GBP26.6m at 31(st) December 2012 (31(st) December 2011: GBP35.7m)

-- Full year dividend up 9% to 9.5 pence per share

______________________________

(1) Underlying Operating Profit is before exceptional costs, contingent costs, amortisation of intangible assets and share-based payments

(2) Excluding Marsh & Parsons which was acquired in November 2011

(3) Refer to note 7 for the calculation

Commenting on today's announcement, Roger Matthews, Chairman, said:

"LSL has made strong progress in 2012 despite continued challenging market conditions. The Group reported double digit revenue growth in 2012 and is in a stronger position than a year ago with the Estate Agency Division demonstrating significant organic growth potential. We remain committed to our strategy of driving organic growth in all parts of the business and plan to invest further in Lettings and to focus on growing market share in the Estate Agency division to maintain our excellent progress. We will also continue to invest in our Financial Services division and expand the provision of Surveying services to private buyers.

The Group continues to be extremely cash generative and maintains a strong balance sheet, having reduced the level of net debt by 25% to GBP26.6m. We remain confident that pursuing a strategy of investment in organic growth initiatives combined with acquisitions will deliver increased shareholder value into the medium term even without a recovery in market conditions."

For further information, please contact:

Simon Embley, Group Chief Executive Officer

Steve Cooke, Group Finance Director

LSL Property Services plc 0207 382 0360

Richard Darby, Sophie McNulty, Helen Greenwood

Buchanan 0207 466 5000

Notes to Editors:

LSL is a leading provider of residential property services to its key customer groups. Services to consumers include: residential sales, lettings, surveying, conveyancing and advice on mortgages and non investment insurance products. Services to mortgage lenders include: valuations and panel management services, asset management and property management services. For further information, please visit LSL's website: www.lslps.co.uk

Chairman's Statement

Introduction

I am pleased to report that the Group made strong progress during 2012 with revenue up by 12%, Group Underlying Operating Profit up by 13% and adjusted Basic Earnings per share up 14%, despite there being no improvement in market transaction levels. The Estate Agency Division had an excellent year as strong like-for-like growth combined with a first full year contribution from Marsh & Parsons more than offset a difficult year in the Surveying Division due to the impact of major contract renewals. Since the exceptional provision for PI claims of GBP17.3m was reported in the 2012 half year accounts, the rate and average cost of claims have run in line with expectations.

The business is extremely cash generative and net bank debt at 31(st) December 2012 has been reduced by 25% to GBP26.6m (2011: GBP35.7m). Investment to drive organic growth within the Estate Agency Division has continued during the year, particularly in Lettings, and two bolt-on acquisitions have been made in the South East.

I am delighted to report an increase in our proposed final dividend of 8% to 6.4 pence per share (2011: 5.9 pence). This increases the total dividend for the year by 9% to 9.5 pence per share (2011: 8.7 pence).

The quality of the Group's earnings has been transformed since the sharp decline in the housing market in 2007. This is evidenced by the extent to which profits are now driven by counter-cyclical and non-cyclical income from lettings and asset management. Increasing income from these activities remains a key strategic priority as well as increasing the Group's exposure to the prime Central London market.

In addition, the business is in a stronger position than a year ago. The Estate Agency division has demonstrated its significant organic growth potential, which we will exploit through further investment. We will continue to strengthen our position in the prime central London market, where it is planned to open a number of new Marsh & Parsons branches during the year.

Financial Results

Group revenue increased by 12% to GBP243.8m (2011: GBP218.4m) and Group Underlying Operating Profit increased by 13% to GBP35.1m (2011: GBP31.1m). Group Underlying Operating Margin increased from 14.2% to 14.4%. On a like-for-like basis, excluding Marsh & Parsons, Group revenue increased slightly to GBP216.6m (2011: GBP215.7m). On the same basis, Group Underlying Operating Profit decreased by 9% to GBP27.9m (2011: GBP30.5m) due to contract renewals and the impact of a challenging market in the Surveying Division.

The Estate Agency Division delivered a 138% increase in Underlying Operating Profit to GBP24.4m (2011: GBP10.3m). On a like-for-like basis, excluding Marsh & Parsons, Underlying Operating Profit increased by 78% to GBP17.2m (2011: GBP9.7m). This performance was delivered despite no significant improvement in transaction levels. House purchase approvals increased by 7% in the first half of the year and then decreased by 1% in the second half, resulting in a full year increase of 3% to 610,000 (2011: 593,000). Repossession volumes fell by 5% to 33,900 in the year (2011: 35,800). The Estate Agency Division benefitted from a strong full year contribution from Marsh & Parsons, excellent growth in Lettings and Financial Services, exchange income fee growth and increased market share in Asset Management.

The Surveying Division revenue was impacted, as expected, by key contract renewals and also by continued decline in market transaction levels, compounded by further reductions in market shares of certain key lender clients. Total mortgage approvals decreased by 6% to 1.16m (2011: 1.23m), including a 12% decrease in remortgages to 340,000 (2011: 387,000). Surveying Division revenue decreased by 19% and Underlying Operating Profit was GBP13.9m (2011: GBP23.7m) with Underlying Operating Margin of 22.4% (2011: 31.0%). However, the Surveying Division continues to provide industry leading service levels to clients which together with excellent growth in revenue from the provision of surveying services to private buyers, provide a sound platform for growth.

Since making the additional PI provision of GBP17.3m at the 2012 half year, PI costs have tracked in line with expectations for the period since 1(st) July 2012. The run rates of new claims and costs per claim have been consistent with the assumptions made in setting the 'Incurred But Not Reported' (IBNR) element of the total provision which relates to costs estimated to be received in the future relating to valuations undertaken during the 2004 to 2008 high risk lending period. Setting the correct level of IBNR provision is highly subjective as it is extremely sensitive to small changes in assumptions relating to run rates of new claims and costs per claim.

Profit before tax, amortisation and exceptional costs increased by 13% to GBP35.1m (2011: GBP31.1m). Total exceptional costs of GBP17.7m (2011: GBP2.0m) included PI costs of GBP17.3m. In addition, a non-cash charge of GBP4.2m (2011: GBP0.2m) was made relating to employment related contingent consideration in acquisitions. Amortisation of intangible assets during the year reduced to GBP3.5m (2011: GBP8.5m) following the ending of the C&G contract for valuation and associated panel management services. Profit before tax was GBP6.7m (2011: GBP17.6m) and profit after tax was GBP7.0m (2011: GBP13.2m). On an adjusted basis, earnings per share increased by 14% to 23.8p (2011: 21.0p).

Cash generated from operations increased by 28% to GBP26.9m (2011: GBP21.3m) after capital expenditure of GBP5.7m (2011: GBP3.2m). Operating cashflow included PI payments made in the year of GBP7.7m (2011: GBP2.9m). The increase in PI cash costs was partly driven by the overall increase in PI claims during 2012 and also by an acceleration in the rate of negotiated settlements with some lender claimants.

Net Bank Debt at 31(st) December 2012 reduced by 25% to GBP26.6m compared to GBP35.7m at 31(st) December 2011 having invested GBP3.9m in acquisitions and making a further investment in Zoopla. Offsetting these investments were proceeds of GBP6.3m from the successful freehold disposal programme which generated an exceptional profit of GBP1.4m. The current level of debt is almost identical to that in December 2009 (GBP25.8m) and despite market volumes being 12% lower in 2012 compared to 2009, LSL operating profit has increased by 24% over the same period.

Net assets increased to GBP76.1m at 31(st) December 2012 (2011: GBP72.4m) including a GBP10.7m valuation uplift following a review of the fair value of the investment in Zoopla.

Dividend

As a result of the improved operating performance of the Group, the reduction in Net Bank Debt and the Board's positive view of future prospects for the business, an increased final dividend of 6.4p per share (2011: 5.9p) will be proposed to shareholders at the forthcoming AGM, increasing the total dividend for 2012 by 9% to 9.5p per share (2011: 8.7p per share). The ex dividend date for the final dividend is 10(th) April 2013 with a record date of 12(th) April 2013 and a payment date of 10(th) May 2013. Shareholders have the opportunity to elect to reinvest their cash dividend and purchase existing shares in LSL through a dividend reinvestment plan.

Developments

The Estate Agency Division performed exceptionally well with all key income lines advancing strongly on a like-for-like basis against a broadly flat market backdrop. The business is making very good progress towards the medium term profit per owned branch target of GBP30k-GBP50k which we set in 2011. In 2012, profit per owned branch, excluding Marsh & Parsons, increased to GBP21k from GBP6k in 2011.

We have made significant investment in our Lettings business over the last two years, adding a total of 101 new colleagues, and this helped to deliver a revenue increase in the year of 23% to GBP35.8m (2011: GBP29.1m) excluding Marsh & Parsons. Residential Sales income, excluding Marsh & Parsons, increased by 6% to GBP58.1m (2011: GBP54.7m) mainly due to an increase in the average fee.

Total Financial Services income delivered through our Estate Agency Division branches and Financial Services intermediary networks increased by 15% during 2012 and has now increased by over 150% over the last three years as a result of the successful roll out of Financial Services to the ex Halifax Estate Agency Limited branches and the acquisition of new intermediary networks in 2010. In total the Group arranged mortgage lending of GBP7.1bn during 2012 (2011: GBP6.8bn) out of a total intermediary lending market estimated at GBP72bn.

Marsh & Parsons delivered a good result with instructions increasing by 2% and revenue by 2% to GBP27.3m (2011: GBP26.6m). Operating profit increased by 6% to GBP7.2m (2011: GBP6.8m). The new Earls Court office has performed well and a second opening in Kensington that had originally been planned for the fourth quarter opened in January 2013. The Group is targeting four new branch openings in 2013, including Kensington.

Our Asset Management business also suffered from a challenging market as repossession volumes fell by 5% to 33,900 (2011: 35,800). Despite this the business once again increased market share and revenue increased by 3% to GBP15.6m (2011: GBP15.2m). A new property management contract was won and came on stream during the year and investment is committed in 2013 to win further similar contracts.

As reported in July 2012, we have continued to make selective acquisitions and have added to our Estate Agency Division portfolio in the South East with the purchase of Davis Tate and Lauristons during 2012. Both businesses are performing well and have significant growth potential which is one of our key acquisition criteria. We will continue to search for similar acquisitions funded from our strong cashflows.

We increased our shareholding in Zoopla in advance of the merger with Digital Property Group and LSL now owns 4.8% of the new group. Operating performance has been extremely strong since the merger in the second half of 2012 and against this positive background the Board has reviewed the fair value of the shareholding in Zoopla and attributed a value equal to the price paid per share when LSL acquired an additional stake in Zoopla in April 2012. The exercise concluded that a fair value of the Zoopla group was GBP245m at 31(st) December 2012 and as a result we have increased the valuation of our holding by GBP10.7m to GBP11.8m. We are excited that LSL has a strategic stake in a group which has such strong future prospects.

As expected, the Surveying Division has been impacted by the effect of key contract renewals. In addition, certain key lender clients have reduced their market share. However, we have continued to invest in the provision of industry leading service levels and have secured a number of contract renewals. We have now worked through the renewal of all legacy contracts and margins are expected to stabilise around current levels in the short term.

The main source of growth in the Surveying Division has been through the provision of surveying services for private buyers. This key strategic initiative which was started in December 2010 delivered an increase in revenue of 46% to GBP4.0m (2011: GBP2.8m) in the year. The fourth quarter revenue run rate was GBP5.0m per annum. The number of distribution channels has been expanded during 2012 and will be developed further in 2013.

Corporate Governance and Board

The Board is committed to high levels of corporate governance as defined by the UK Corporate Governance Code.

In respect of 2012, the Board has conducted an annual review of its effectiveness and that of its Committees, taking into account the balance of skills, experience, independence and knowledge of our businesses and we concluded that the Board and its Committees are effective and are able to discharge their respective duties and responsibilities effectively.

In addition, whilst no significant issues arose from the annual evaluation, a number of recommendations were made to further improve the effectiveness of the Board and these are being implemented.

During the year, the Nominations Committee considered at length the composition of the Board and I am delighted that Adrian Gill was appointed to the Board as an additional independent Non Executive Director with effect from 10th September 2012. Adrian brings very relevant experience to the Board having been on the Board of Connells Limited, one of the largest and most successful estate agency businesses in the UK.

Amongst our Non Executive Directors, we now have experience in strategy, estate agency, surveying, financial services, the residential housing sector, retail and marketing, operations, business services, entrepreneurial private and public companies, finance, customer and employee matters and corporate governance.

Other Board changes during the year included the retirement of Paul Latham, Non Executive Director on 1(st) October 2012 and Alison Traversoni, Executive Director for Surveying who stepped down with effect from 31(st) December 2012, for family reasons.

We recognise the benefits of gender diversity and the current Board composition includes one female Director, Helen Buck, who is an independent Non Executive Director. Whilst we remain of the view that the setting of targets for the number of female directors on the Board is not necessary and that we will continue to appoint on merit, I will ensure that our searches take into account diversity, including gender.

LSL has also in 2012 continued to review gender diversity across the Group building on the gender diversity survey undertaken and reported on in 2011. Further detail of this study and its conclusions are set out in our Corporate Social Responsibility Report.

As Chairman, with the responsibility for leadership of the Board I personally review its effectiveness on all aspects of its role and encourage feedback. This is in addition to regular evaluations of each Director to ensure that all Board members receive regular and relevant updates to assist them in their roles ensuring the continual refreshment of skills and knowledge.

People

The number of Group employees decreased slightly by 2% to 4,754 (2011: 4,831) due principally to the expiry of the C&G contract. We did however welcome a large number of new colleagues to the Group as a direct result of the success of our strategy of pursuing both organic and acquisitive growth. I would like to welcome to all new colleagues to the Group and to wish them every success in their careers with LSL.

The delivery of our strong financial results in 2012 was based on the commitment of all of our colleagues to providing the best possible service to all of our customers, invariably against challenging market conditions. I would like to thank all of our employees for their hard work and commitment during the year.

Current trading and outlook

Market conditions remained challenging during 2012 with transaction levels at less than half of historic norms. It is still too early to judge whether there will be a significant positive impact on the market from the Government's 'Funding for Lending' scheme. Overall the group retains a cautious view of the market.

LSL is committed to its strategy of driving organic growth in all parts of the business, which will more than offset the remaining first half year impact of the C&G contract in the Surveying Division. We intend to invest further to maintain our excellent progress in lettings but also to increase market share in estate agency, to maximise the new branch opening programme in Marsh & Parsons and to win new business in Corporate Lettings and Asset Management. We will also continue to grow Financial Services revenue and to expand the provision of Surveying services to private buyers. Trading to the end of February 2013 has been in line with expectations. Progress on all key initiatives has been running to plan.

The Group's balance sheet is strong with relatively low levels of gearing underpinned by strong cash generation. We will continue with a prudent approach to leverage but we still have considerable scope to pursue a strategy of further organic investment initiatives and selective acquisitions. The Board is confident that this strategy will deliver increased shareholder value into the medium term, even without a recovery in market conditions.

Roger Matthews

Chairman

28(th) February 2013

Estate Agency and Related Services

The Estate Agency Division performed exceptionally well with all key income lines advancing strongly against a broadly flat market backdrop.

 
                             Actual - including        Like for Like - excluding 
                               Marsh & Parsons              Marsh & Parsons 
                             2012     2011        %       2012      2011         % 
Financial                    GBPm     GBPm   change       GBPm      GBPm    change 
------------------------  -------  -------  -------  ---------  --------  -------- 
  Exchange fees              72.0     56.7       27       58.1      54.8         6 
  Lettings income            48.0     29.5       63       35.8      29.1        23 
  Asset Management 
   income                    14.3     13.9        2       14.3      13.9         2 
  Financial Services 
   income                    31.8     27.6       15       31.8      27.6        15 
  Other income(1)            15.5     14.1       10       14.4      13.8         4 
 
  Total income              181.6    141.8       28      154.4     139.2        11 
  Operating expenditure   (157.2)  (131.5)       20    (137.2)   (129.5)         6 
  Underlying Operating 
   Profit                    24.4     10.3      138       17.2       9.7        78 
------------------------  -------  -------  -------  ---------  --------  -------- 
 
KPIs 
------------------------  -------  -------  -------  ---------  --------  -------- 
  Exchange units           27,762   27,398        1     26,966    27,297       (1) 
  Market Share (%)           4.55     4.62      (1)       4.42      4.60       (4) 
  Underlying Operating 
   Margin (%)                13.5      7.2       86       11.1       7.0        60 
  Fee per unit              2,596    2,070       25      2,154     2,005         7 
------------------------  -------  -------  -------  ---------  --------  -------- 
 

1 'Other income' includes franchising income, conveyancing services, EPCs, Home Reports, utilities and other products and services to clients of the branch network.

Estate Agency Performance

It has been a year of transformation for LSL with the profitability of the Estate Agency Division, excluding Marsh & Parsons, growing to a level 31% higher than that delivered at the peak of the market in 2006 when transaction volumes were more than twice the volume of 2012. Furthermore the quality of the Estate Agency Division's earnings has also significantly improved over the period since 2007, given the extent to which profits are now driven by counter-cyclical and non cyclical income from Lettings, Asset Management and exposure to the prime Central London market through Marsh & Parsons.

The Estate Agency Division delivered a strong performance in 2012 with excellent growth in Lettings and Financial Services income streams. The number of mortgage approvals for house purchases increased by 7% in the first half of the year and then decreased by 1% in the second half, resulting in a full year increase of 3% to 610,000 (2011: 593,000) which compares to historic normalised levels of 1.2m.

Against this background, total Estate Agency Division income increased by 28% to GBP181.6m (2011: GBP141.8m) and on a like-for-like basis by 11% to GBP154.4 m (2011: GBP139.2m). Underlying Operating Profit increased by 138% to GBP24.4m (2011: GBP10.3m) and on a like for like basis by 78% to GBP17.2m (2011: 9.7m).

Estate Agency Division Branches

Your Move, Reeds Rains and the LSLi brands all continued to perform well during the year despite no significant improvement in transaction levels. Residential Sales income increased by 6% to GBP58.1m (2011: 54.8m) on a like-for-like basis due mainly to an increase in the average fee. Average fees increased by 7% on a like-for-like basis to GBP2,154 (2011: GBP2,005).

The Estate Agency Division has identified a number of key initiatives including investment in additional staff into the branches to continue to drive both market share growth as well as average fee during 2013. We will continue to increase our market share of higher value properties, which is challenging in the prevailing market conditions. LSL has had some success in this area already and it remains a major opportunity for the future.

Counter-Cyclical Income

The counter cyclical income streams of Lettings and Asset Management are particularly important to LSL in current market conditions. In 2012 LSL has continued to focus on growing Lettings income and additional 101 employees have been recruited over the last 2 years to help drive a 23.4% increase in like-for-like Lettings to GBP35.8m (2011: GBP29.1m). Excluding Marsh & Parsons, Lettings income was 61.7% of the level of Residential Sales in 2012 and LSL's objective is to raise Lettings income to a similar level to Residential Sales income, as has been achieved in Marsh & Parsons where the ratio is 87.4%.

Additional Lettings consultants will continue to be recruited in 2013 to further drive Lettings income. In addition, LSL's call centre 'The Bridge' which was launched in January 2011 to drive Residential Sales instructions, will be expanded in 2013 to also drive Lettings instructions.

Despite the uncertain economic conditions impacting the housing market, repossession volumes fell by 5.3% to 33,900 in 2012 (2011: 35,800). We are pleased that LSL's market share in Asset Management has increased during the year with revenue up by 2.3% to GBP14.3m (2011: GBP13.9m) in a declining market. LSL's Asset Management business is well positioned to capitalise on an increase in repossession volumes when they eventually occur.

The Group now benefits from total counter-cyclical income from Lettings and Asset Management of GBP62.3m compared to GBP43.5m in 2011 and only GBP12.8m in 2007 before the launch of LSL's Asset Management businesses.

Financial Services

Total Financial Services income delivered through to the Estate Agency Division's branches and intermediary networks increased by 15% during 2012 to GBP31.8m (2011:GBP27.6m). It has now increased by over 150% in the last three years as a result of the successful roll out of Financial Services to the ex HEAL(1) branches and the acquisition of new intermediary networks in 2010. In total the Group arranged mortgage lending of GBP7.1bn during 2012 (2011: GBP6.8bn) out of a total intermediary lending market estimated at GBP72bn.

(1) Halifax Estate Agency Limited

Marsh & Parsons

Marsh & Parsons delivered a good first full year contribution with revenue increasing by 2% to GBP27.3m (2011: GBP26.6m(2) ) and operating profit increasing by 6% to GBP7.2m (2011: GBP6.8m(2) ).

During 2012, a new office was opened in Earls Court which is performing well. A second opening in Kensington, which was originally planned for the fourth quarter of 2012, actually opened in January 2013. The Group is targeting a further three new branch openings in 2013.

(2) Includes the results prior to the acquisition in November 2011

Developments

The main Estate Agency developments during 2012 were continued investment in Lettings, consolidating the success of 'The Bridge' call centre in driving new instructions to branches and securing a strong first year performance from Marsh & Parsons while continuing the branch roll out programme.

We have also invested significantly in Asset Management to win new property management contracts and successfully brought the first of these on stream during 2012.

In addition we have grown Financial Services income across our intermediary networks, trading as Pink, First Complete and Linear. We are in the process of rolling out a new common platform across these businesses which will improve customer service and increase operational efficiency.

During 2012, the Group has continued to make selective acquisitions and have added to our Estate Agency Division in the South East through the acquisitions of Davis Tate and Lauristons.

Looking forward to 2013 we will continue with the same strategy focusing in particular on investment in lettings and residential sales, rolling out new branches in Marsh & Parsons and investment in Asset Management. We will continue to identify selective acquisitions funded from our strong cashflows.

Regulation

First Complete and Advance Mortgage Funding are both directly authorised by the Financial Services Authority in relation to the sale of mortgage, pure protection and general insurance products. Your Move, Reeds Rains Financial Services and Reeds Rains along with the LSLi subsidiaries are all appointed representatives of First Complete, while Linear Mortgage Network is an appointed representative of Advance Mortgage Funding for mortgage and insurance business and also an appointed representative of Openwork Limited (Openwork) (for investment business). Reeds Rains is also an appointed representative of Letsure Limited for the sale of rent indemnity insurance.

As a result of Linear Mortgage Network's appointment by Openwork, LSL has a small indirect shareholding of Openwork.

Awards 2012 & 2013

The Estate Agency Division businesses, achieved the following industry awards demonstrating LSL's continued commitment to customer services.

LSL Land & New Homes

Estate Agency of the Year Awards 2012, sponsored by the Sunday Times:

   -     Best New Homes - Silver Award 

The Bridge

South West Contact Centre Awards:

   -     Team Leader of the Year Award 2012 
   -     Finalist in the Training Category 

LSL Corporate Client Department

Mortgage Finance Gazette Awards 2013:

   -     Best Debt and Arrears Strategy (non-lenders) - Highly Commended 

The Negotiator Awards 2012:

   -     Property Manager of the Year - Highly Commended 

Mortgage Finance Gazette 2012:

   -     Excellence in Treating Customers Fairly (non lender) Award. 

Your Move

Estate Agency of the Year Awards 2012, sponsored by the Sunday Times:

   -     Best Financial Services - Silver Award 
   -     Prestige Agency - Bronze Award 

Negotiator Awards 2012:

   -      Winner - Franchise of the Year 
   -      Highly Commended - National Estate Agency of the Year 
   -      Highly Commended - Residential Mortgage Broker of the Year 

Lettings Agency of the Year Awards 2012, sponsored by the Sunday Times:

   -      Silver - Best Lettings Agency Franchise 
   -      Silver - Best Student Lettings Agency 
   -      Bronze - Best UK Large Lettings Agency 

Reeds Rains

Estate Agency of the Year Awards 2012, sponsored by the Sunday Times:

   -      Best Financial Services - Silver Award 

Lettings Agency of the Year Awards 2012, sponsored by the Sunday Times:

   -      Best Lettings Agency in Northern Ireland - Gold Award 

Marsh & Parsons

Estate Agency of the Year Awards 2012, sponsored by the Sunday Times:

   -      Best Customer Service - Gold Award 
   -      Best London Estate Agency (Medium) - Gold Award 
   -      Best Website - Silver Award 

The Negotiator Awards 2012:

   -      National Estate Agency of the Year - Winner 

Lettings Agency of the Year Awards 2012, sponsored by the Sunday Times:

   -      Best Medium Lettings Agency in London - Gold Award 

LSLi - Jon Cooke, MD

Estate Agency of the Year 2012 as Sponsored by the Sunday Times - Outstanding Contribution to Estate Agency:

Jon Cooke, LSLi MD received the Award in acknowledgement of his long term commitment to the estate agency industry. This includes his passion for ensuring a high standard of service to the public, his talent for providing diverse opportunities and advice to fellow estate agents and his philanthropic contribution to the community as demonstrated by his creation of the Zoopla British property Cycle event.

Intercounty

Estate Agency of the Year Awards 2012, as sponsored by the Sunday Times:

   -      South East Lettings Agency of the Year - Silver Award 

Pink Home Loans

Financial Advisor 5 Star Awards - 2012 - winner of Mortgage category

Financial Advisor 5 Star Awards - 2011 - winner of Mortgage category

Mortgage Strategy Awards - 2012 - runner up in the Best Mortgage Network Category

Mortgage Strategy Awards - 2011 - finalist in the Best Mortgage Network Category

Linear Mortgage Network

Mortgage Strategy Awards 2012:

   -      Winner - Best Broker for Protection 
   -      Finalist - Best Broker for General Insurance 

Mortgage Strategy Awards 2011

   -      Winner - Best Broker for Protection 

First Complete

Mortgage Strategy Awards 2012:

   -      Winner - Best Mortgage Network 
   -      Finalist - Best Network 

Mortgage Strategy Awards 2011:

   -      Finalist - Best Mortgage Network 

Surveying and Valuation Services

The Surveying Division revenue was impacted, as expected, by key contract renewals and continued decline in market transaction levels.

 
                                   2012    2011        % 
Financial                          GBPm    GBPm   Change 
-------------------------------  ------  ------  ------- 
  Revenue                          62.2    76.6      -19 
  Operating expenditure          (48.3)  (52.9)       -9 
  Underlying Operating Profit      13.9    23.7      -41 
-------------------------------  ------  ------  ------- 
 
KPIs 
-------------------------------  ------  ------  ------- 
  Profit margin (%)               22.4%   31.0% 
  Jobs performed (000s)             408     500    (18%) 
  Revenue from private surveys 
   (GBPm)                           4.0     2.8     46.% 
  Income per job (GBP)              152     153     (1%) 
  PI insurance (Balance Sheet) 
   provision at 31 Dec (GBPm)      24.2     9.6     151% 
  Number of surveyors               378     425    (11%) 
-------------------------------  ------  ------  ------- 
 

Surveying Division Performance

Turnover fell by 19% to GBP62.2m (2011: GBP76.6m) with the total numbers of jobs performed reducing by 18% to 408,000 (2011: 500,000). This was driven by a decline in total mortgage approvals during 2012 which decreased by 6% to 1.16m, further adverse changes in lender market share and the impact of key contract renewals including the ending of a key contract in June 2012, due to a decision by the lender client to transfer their valuations and associated panel management instructions back in-house. Turnover from this contract declined by GBP7.0m to GBP5.5m (2011: GBP12.5m).

Against this difficult backdrop the Surveying Division has traded well. It has continued to provide industry leading service levels to clients and has made excellent progress in developing surveying services for private buyers which has delivered exceptional revenue growth of 46% to GBP4.0m in the year (2011: GBP2.8m). This provides us with a strong platform for future growth in this area.

Underlying Operating Profit was GBP13.9m (2011: GBP23.7m) and the Underlying Operating Profit Margin was 22.4% (2011: 31.0%) which reflected both the overall revenue decline and further investment in provision of high service levels for all lender clients. LSL has now successfully managed a difficult year of legacy contract renewals. As part of the investment in the business there was a switch towards the use of employed surveyors rather than contractors though the total number of employed surveyors decreased to 378 (2011: 425) as result of the expiry of the C&G contract.

Since making the additional PI provision of GBP17.3m at the 2012 half year, PI costs have tracked in line with expectations. The run rates of new claims and costs per claim have been consistent with the assumptions made in setting the 'Incurred But Not Reported' (IBNR) element of the total provision which relates to costs estimated to be received in the future relating to valuations done during the 2004 to 2008 high risk lending period. Setting the correct level of IBNR provision is highly subjective as it is extremely sensitive to small changes in assumptions relating to run rates of new claims and costs per claim.

Surveying Division Developments

The major growth initiative in the Surveying Division has been the expansion of provision of surveying services for private buyers. This key strategic programme was only started in December 2010 and delivered an increase in revenue of 46.0% to GBP4.0m (2011: GBP2.8m) in the year. The fourth quarter revenue run rate was GBP5.0m. The number of distribution channels has been expanded during 2012 and will be developed further in 2013.

e.surv Chartered Surveyors successfully renewed the Barclays Bank plc surveying and valuation services contract for a 30 month term commencing from 1(st) January 2012. Following Lloyds Banking Group's decision to take the C&G contract in house, LSL has now worked through the renewal of all legacy contracts and the Board expects margins to stabilise around current levels in the short term. The Surveying Division serves key lender clients through both exclusive contracts and through panel management arrangements. LSL is continuing to invest in the Surveying business in order to maintain high service levels for all clients. During 2012 we have successfully trialled a new tablet computer for surveyors to use when performing valuations on site and this is now being rolled out across all of our surveyors. Feedback from both key lender clients and private customers has been consistently positive during 2012 and we are focused on meeting demanding key service measures. These include turnaround time for valuations reflecting LSL's use of innovative technology, including the new tablets, the flexibility of the panel management arrangements and assisting lenders in the management of the risk of mortgage fraud.

e.surv Chartered Surveyors Achievements/Awards 2012 & 2013

e.surv Chartered Surveyors, LSL's largest surveying business, has achieved a number of awards and accreditations:

Equity Release Awards 2012 - Best Surveyor.

Mortgage Strategy Awards 2012 - the Best Surveyor/Valuer.

Sunday Times - Best Companies 2012 - one to watch. e.surv Chartered Surveyors received this award in February 2012, having come extremely close to being in the top 100 in 2011.

IIP Accreditation - The Investors in People accreditation was once again achieved at the Head Office location in Kettering.

Managing Partners and European Leadership Awards 2012- Best Innovation in Client Service or Relationship Management Nominee:

Having been listed as a finalist at the MPF European Practice Management Awards for Risk Management in 2011, e.surv Chartered Surveyors has once again received a nomination in 2012. This time the nomination for the Managing Partners and European Leadership Awards relates to client services and relationship management. These awards recognise the integrated and embedded approach and active involvement to relationship management promoted by e.surv Chartered Surveyors.

BSi ISO 9001 Accreditation:

e.surv Chartered Surveyors once again secured an extension to its ISO 9001:2008, which was originally achieved in 1996. e.surv Chartered Surveyors again conformed 100% to the requirements of the internationally recognised standard, when independently reviewed by the leading global provider of standards and certification body, British Standards Institution (BSi). This also covers quality management systems, maintained by the International Organisation for Standardisation.

Financial Review

The key drivers of the financial performance of LSL in 2012 are summarised below:

Income statement

Revenue

Revenue increased by 12% to GBP243.8m in the year ended 31(st) December 2012 (2011: GBP218.4m). On a like-for-like basis, excluding Marsh and Parsons, revenue increased slightly to GBP216.6m (2011: GBP215.7m).

Operating Expenses Excluding Exceptional Costs, Amortisation and Share Based Payment

Operating expenses increased by 12% to GBP211.1m (2011: GBP189.0m). This was mainly due to investment in the Estate Agency Division to support higher revenue. The average number of full time equivalent employees during the year was 4,113 (2011: 3,930).

Underlying Operating Profit

Group Underlying Operating Profit increased by 13% to GBP35.1m (2011: GBP31.1m) with the Underlying Operating Profit margin of 14.4% (2011: 14.2%).

Exceptional Items

Total net exceptional costs in 2012 were GBP21.4m (2011: GBP2.4m). The main exceptional costs in 2012 were PI costs of GBP17.3m; movements in the provision for contingent consideration on acquisitions which were expensed through the P&L of GBP4.2m; and redundancy and other associated branch closure costs including onerous lease provisions of GBP1.9m. These costs were offset by a gain on the sale of the freehold properties totalling GBP1.4m. In 2011, the main exceptional costs were acquisition costs of GBP1.6m associated with the purchase of Marsh & Parsons.

Provision for PI claims/notifications

During 2012 the Group has seen a deterioration in claims experienced relating to the 2004 to 2008 period, which was a period of relatively high risk lending characterised by higher house prices, high loan-to-value ratios and considerable levels of buy-to-let and sub-prime lending. As a result the provision for PI costs have been increased.

The PI provision was made up of a Specific Provision and 'Incurred But Not Reported' (IBNR). The Specific Provision was based on the Group's review of any notifications or claims which had been made against the Group as at 31 December 2012. The main factors considered in quantifying the specific provision were the likelihood that a claim would be successful, an assessment of the likely cost for each claim, including any associated legal costs, and whether any reduction in the claim is considered likely due to contributory negligence of the lender.

The IBNR provision, was based on management's estimates on the number of claims which would be received in the future with regard to work completed before 31 December 2012. The Directors have then applied an average cost per case, based on historical averages, to estimate the IBNR provision.

The increase in the PI provision was partly driven by lenders, most of whom are no longer active in the market, pursuing notifications and claims previously considered dormant. It has also been necessary to make additional provisions for existing claims which are being aggressively pursued by lenders who often use solicitors engaged on a no win, no fee basis. This trend has increased recently in advance of April 2013 when it is expected that the legislation governing civil litigation will change.

Both these factors have had a significant impact on the IBNR provision required for notifications and claims estimated to be received in the future for the 2004 to 2008 period. It should be noted this was the Directors' best estimate of future claims and the conclusions on the appropriate level of IBNR provision are sensitive to small changes in assumptions and are therefore highly subjective. The additional charge relating to the 2004 to 2008 risk years has been included as an exceptional item.

Further, we have however continued to build a provision for estimated PI costs relating to valuations completed since 2009, and an Income Statement charge has been made in these results and the charge has been considered as an operating expense rather than as an exceptional cost.

Contingent consideration

The revised version of IFRS 3 Business Combinations which is in place for acquisitions which occurred post 1(st) January 2010, has tightened the criteria linking contingent consideration to service. In acquisitions in 2011 and 2012, contingent consideration arrangements have been accounted for as remuneration as the arrangements involved the vendors forfeiting amounts otherwise due if services were not provided.

The acquisition of Marsh & Parsons in November 2011 has resulted in an exceptional expense of GBP1.8m (2011: GBP0.1m) in 2012. Assuming the level of profits and new branch openings remain on forecast, this charge is expected to continue at this level until 31(st) December 2015. The acquisitions of Davis Tate and Lauristons in 2012 resulted in an exceptional expense of GBP2.3m (2011: GBPnil), but the impact of these acquisitions on future years will be far smaller unless there are significant changes in the forecast profitability of these acquisitions.

Net Financial Costs

Net financial costs (excluding exceptional finance costs) amounted to GBP2.9m (2011: GBP1.8m). The finance costs related principally to interest and fees on the revolving credit facility, however, GBP0.8m (2011: GBP0.4m) of the costs relates to the unwinding of discounts on provisions.

Taxation

The effective rate of corporation tax for the year was 19.0% (2011: 26.3%) excluding prior year adjustments. The effective tax rate for 2012 and 2011 was impacted by non taxable income for joint ventures, the impact of a rate change on the deferred tax liability, contingent consideration recognised as an expense and the impact of temporary differences on certain non-qualifying properties no longer being recognised. Excluding these impacts the effective tax rate is 28.6% (2011: 31.7%).

Adjusted Basic Earnings Per Share

The Adjusted Basic Earnings Per Share(3) was 23.8p (2011: 21.0p). The Directors consider this provides a better and more consistent indicator of the Group's underlying performance.

(3) "Adjusted Basic Earnings Per Share" is defined at note 3 of the Financial Statements

Balance Sheet

Capital Expenditure

Total capital expenditure in the year amounted to GBP5.7m (2011: GBP3.2m). Most of the increase in capital expenditure was due to expenditure by Marsh & Parsons which was acquired in November 2011. The majority of this spend was associated with new office openings.

Financial Structure

As at 31(st) December 2012 net bank debt was GBP26.6m (2011: GBP35.7m). LSL has a GBP75.0m revolving credit facility in place until March 2014 (2011: GBP75.0m). The net debt decrease followed the payment of GBP3.7m for various new acquisitions by the Estate Agency Divisions, GBP0.9m to increase the Group's stake in Zoopla, GBP2.2m repayment of other loans and in increase in dividend paid in the year of GBP0.3m.

The revolving credit facility expires in March 2014, the Directors have initiated discussions with a number of lenders to refinance the facility. The refinance request has been received positively by all lenders and the Directors do not believe that there will be any issues in extending the facility and will look to finalise negotiations in the first half of 2013.

Cash Flow

The Group produced GBP26.9m (2011: GBP21.1m) of operating cashflow after capital expenditure of GBP5.7m (2011: GBP3.2m). Cashflow was higher compared to the previous year due to the increase in GroupUnderlying Operating Profit. During the year the Group sold a number of freehold properties acquired as part of the Halifax Estate Agency acquisition. Net proceeds of GBP6.2m (2011: nil) were received generating an exceptional profit of GBP1.4m

Zoopla

In April 2012, the Group acquired a further 1.38% of Zoopla for GBP0.9m. In August 2012, Zoopla merged with Digital Property Group (DPG), owner of Findaproperty.com and Primelocation.com. As part of the merger, any warrants held in Zoopla were exercised so that the Group owned 4.81% of the post-merger entity. At 31(st) December 2012, the Board reviewed the fair value of Zoopla and assessed the fair value to be GBP6.03 per share , in line with the price paid in April 2012. This valued the Zoopla Group at GBP245m, with the Group's share being GBP11.8m. This resulted in a GBP10.7m valuation uplift being recorded through the fair value reserve.

Net Assets

The net assets as at 31(st) December 2012 were GBP76.1m (2011: GBP72.4m).

Treasury & Risk Management

LSL has an active debt management policy and due to the cash generative nature of the business, the Group's net bank debt position at 31(st) December 2012 is GBP26.6m (2011: GBP35.7m). The Group has an interest rate swap in place which fixes the interest on borrowings up to GBP25.0m at an average LIBOR rate of 2.93%, which provides a degree of predictability on finance costs. LSL does not hold or issue derivatives or other financial instruments for trading purposes.

International Financial Reporting Standards (IFRS)

The Financial Statements have been prepared under IFRS as adopted by the European Union. LSL commenced reporting under IFRS from 1(st) January 2005.

Principal Risks & Uncertainties

LSL's risk management arrangements form an integral part to its overall framework for the management of risks and maintaining internal controls. Through the framework, the Board continually identifies, evaluates and manages the principal risks and uncertainties faced by LSL and which could adversely affect its business, operating results and financial condition.

This risk management and internal controls framework includes:

a. Ownership of the risk management and internal controls framework by the Board, supported by the Company Secretary, Head of Risk & Audit and the Group Financial Controller;

b. A network of Risk Owners in each of LSL's businesses with specific responsibilities relating to risk management and internal controls;

c. The documentation and monitoring of risks are recorded and managed through standardised risk registers which undergo regular reviews and scrutiny by local boards and the Head of Risk & Audit;

d. The Board regularly reviews a consolidated risk register as part of the planning and reporting cycle to ensure that risks which impact the Group are identified, monitored and mitigated; and

e. Reporting by the Chairman of the Audit Committee to the Board on any matters which have arisen from the Audit Committee's review of the way in which the risk management and internal control framework has been applied together with any breakdowns in, or exceptions to, these procedures.

Listed below are the risks which the Board has identified as being significant, and therefore the principal risks and uncertainties faced by LSL, together with details of key mitigation initiatives, which are subject to regular review.

 
 Principal Risk & Uncertainty                                   Mitigation 
-------------------------------------------------------------  ---------------------------------------- 
                                                                The Board regularly focuses on 
   *    The continued volatility and economic uncertainty        counter-cyclical income streams 
        within the UK. In particular, within the UK housing      to ensure that the growth in 
        market, transaction volumes (both house purchase and     income in lettings and asset 
        remortgage) and house prices may adversely affect the    management set off the impact 
        profitability and cash flow of all our key brands and    of reduced transaction numbers. 
        businesses. 
-------------------------------------------------------------  ---------------------------------------- 
                                                                The Board regularly reviews trends 
   *    The current economic uncertainty especially in the       in market volumes and decides 
        financial sector (both within the Eurozone and the       whether any actions such as cost 
        UK) could also impact on lender behaviour and the        base reductions measures are 
        availability of mortgage credit which will have a        required. 
        consequential impact on the housing market by 
        impacting mortgage availability. 
-------------------------------------------------------------  ---------------------------------------- 
                                                                Marsh & Parsons is a well managed 
   *    LSL has an exposure to the Central London property       business with a diversified strategy. 
        market via Marsh & Parsons. While historically the       It operates in all key segments 
        London market has been more robust compared to the       of the London market. The Board 
        rest of the UK, there is a risk that the London          closely monitors the company's 
        market fails to grow or that LSL fails to maximise       performance. Further, regular 
        the potential growth.                                    reviews of trends in market volumes 
                                                                 are undertaken and decisions 
                                                                 made on any cost base reductions 
                                                                 measures. 
-------------------------------------------------------------  ---------------------------------------- 
                                                                There has been an increased investment 
   *    Loss of key surveying or corporate services clients      in customer services to retain 
        or contracts at their renewal date or significant        existing clients and attract 
        reduction in volumes combined with pressure on fees,     new ones. In addition, we are 
        either as a result of adverse market conditions,         continuing to develop our private 
        market consolidation, competition or inadequate          survey proposition to provide 
        service delivery.                                        an alternative income stream. 
-------------------------------------------------------------  ---------------------------------------- 
                                                                Monitoring arrangements include 
   *    Liability for inaccurate professional services advice    oversight by the Board (including 
        to clients (e.g. inaccurate valuations) together with    regular review of the PI provision) 
        the risk that LSL fails to maintain appropriate risk     and appropriate quality controls 
        management arrangements.                                 and Internal Audit reviews of 
                                                                 services provided on a sample 
                                                                 basis. There are also specific 
                                                                 operational controls implemented 
                                                                 within the Surveying Division 
                                                                 which include a risk based criteria 
                                                                 for the identification of transactions 
                                                                 to be reviewed by on-site specialists. 
-------------------------------------------------------------  ---------------------------------------- 
                                                                Regular monitoring by the Board 
   *    Failure to effectively deliver and manage the market     is undertaken on the Division's 
        share and fee growth initiatives for Estate Agency.      progress. 
-------------------------------------------------------------  ---------------------------------------- 
                                                                LSL business units are supported 
   *    Failure to comply with existing legislation/             by the Compliance and Legal Services 
        regulation or changes to legislation/regulation          teams who closely monitor existing 
        and/or Government policy which may impact on business    business practices and any reform 
        results or the UK housing market in general.             proposals. Where appropriate 
                                                                 Government departments and/or 
                                                                 trade bodies are engaged in a 
                                                                 dialogue. 
-------------------------------------------------------------  ---------------------------------------- 
                                                                The Board is monitoring the impacts 
   *    In response to the financial crisis, significant         of these changes and assessing 
        changes to financial services regulations, including     what changes to business practices 
        the mortgage market review and retail distribution       may be required to ensure compliance 
        review are underway.                                     with new legislation. 
-------------------------------------------------------------  ---------------------------------------- 
                                                                Dedicated in-house IT departments 
   *    Failure or interruptions of Information technology       with specialist staffing. Maintenance 
        services on which the Group is reliant for               of a formalised business continuity 
        operational performance and financial information        infrastructure and contingency 
                                                                 plans in the event of system 
                                                                 failure. Regular monitoring by 
                                                                 subsidiary management, external 
                                                                 specialists and Internal audit, 
                                                                 with any system issues highlighted 
                                                                 to the Board. 
-------------------------------------------------------------  ---------------------------------------- 
                                                                The Remuneration Committee reviews 
   *    Loss of senior management who are key to delivering      the remuneration policies of 
        the future growth strategy of the Group.                 the Group on an annual basis 
                                                                 to ensure staff are appropriately 
                                                                 incentivised. In addition, the 
                                                                 Nomination Committee considers 
                                                                 succession planning for key staff 
                                                                 on a regular basis. 
-------------------------------------------------------------  ---------------------------------------- 
 

LSL also faces other risks which, although important and subject to regular review, have been assessed as less significant and are not listed here. This includes some risks which were reported in previous years' Annual Report & Accounts and which through changes in external factors and careful management are no longer material to the Group as a whole.

However, many risk factors remain beyond the direct control of LSL and the risk management framework and procedures can only provide reasonable but not absolute assurance that the principal risks and uncertainties are managed to an acceptable level.

Further information relating to the management of these risks and uncertainties is set out in the Corporate Governance Review (Internal Controls) of the Annual Report & Accounts 2012.

Relationships

The Corporate Social Responsibility (CSR) statement in the Annual Report details the arrangements for all LSL companies in relation to:

   --     Employment (including Equal Opportunities); 
   --     Health, Safety & Welfare; 
   --     Environmental; and 
   --     Social and Community Interests (including social and ethical issues). 

Other than our shareholders, LSL's performance and value are influenced by other stakeholders, principally our customers, suppliers, employees, Government and our strategic partners. LSL's approach with all these parties is founded on the principles of open and honest dialogue based on a mutual understanding of needs and objectives.

For example:

-- Lenders' relationships are managed via dedicated account managers.

-- Employees are managed and consulted both on an individual basis and via representative groups with LSL recognising Unite as an employee representative body.

-- Group companies participate in relevant trade associations and industry groups, such as Royal Institute of Chartered Surveyors (RICS), the Association of Mortgage Intermediaries (AMI), the National Association of Estate Agents (NAEA), the Association of Residential Lettings Agents (ARLA), National Federation of Property Professionals (NFoPP) and The Property Ombudsman (TPO), because these give us genuine access to customer views and decision makers in Government and other regulatory bodies.

-- Further, the Group aims to build partnerships with the communities in which it operates and to offer support in addition to providing employment and training, using local services and suppliers where possible and paying taxes.

Environmental Matters

LSL recognises that the environment has an intrinsic value, central to the quality of life and underpins economic development. LSL understands that its stakeholders are interested in how LSL manages its impact on the environment and how it is performing. Further, stakeholders may also provide LSL with views and opinions which can strengthen LSL's approach to environmental management. Accordingly, LSL is committed to communicating on environmental matters with all interested parties .Appropriate guidance and training is also provided to all employees to ensure they have an awareness of their impact on the environment and the role that they play in managing the impact. During 2012, LSL began to prepare for Mandatory Emission Reporting and in relation to which LSL will commence reporting in 2014.

Group Income Statement

for the year ended 31(st) December 2012

 
                                                               2012       2011 
                                                       Note   GBP'000    GBP'000 
                                                             ---------  --------- 
 
 Revenue                                                  2    243,845    218,381 
 
 Operating expenses: 
      Employee and subcontractor costs                       (142,224)  (124,786) 
      Establishment costs                                     (18,459)   (15,886) 
       Depreciation on property, plant and equipment           (3,499)    (2,581) 
      Other                                                   (46,926)   (45,734) 
                                                             ---------  --------- 
                                                             (211,108)  (188,987) 
 
 Rental income                                                   1,120      1,044 
 
 Group's share of profit after tax in 
  joint ventures                                                 1,283        679 
 
 Group operating profit before contingent 
  consideration, exceptional costs, amortisation 
  and share-based payments                                      35,140     31,117 
 
 Share-based payments                                            (647)      (787) 
 Amortisation of intangible assets                             (3,472)    (8,472) 
 Exceptional (cost)/profit                                4   (17,684)    (2,048) 
 Contingent consideration                                 4    (4,152)      (166) 
 Group operating profit                                          9,185     19,644 
                                                             ---------  --------- 
 
 Finance income                                                     10          4 
 Finance costs                                                 (2,891)    (1,874) 
 Exceptional finance costs                                4        429      (182) 
 Net financial costs                                           (2,452)    (2,052) 
 
 Profit before tax                                               6,733     17,592 
 
 Taxation 
  - related to exceptional costs and contingent 
   consideration                                                 5,288        570 
  - others                                                     (5,004)    (4,927) 
                                                          6        284    (4,357) 
                                                             ---------  --------- 
 
 Profit for the year                                             7,017     13,235 
                                                             ---------  --------- 
 Attributable to 
   - Owners of the parent                                        7,001     13,217 
   - Non-controlling interest                                       16         18 
 
 
 Earnings per share expressed in pence 
  per share: 
 Basic                                                    3        6.8       12.9 
 Diluted                                                  3        6.8       12.9 
 Adjusted - basic                                         3       23.8       21.0 
 Adjusted - diluted                                       3       23.8       21.0 
 

Group Statement of Comprehensive Income

for the year ended 31(st) December 2012

 
                                                 2012     2011 
                                                GBP'000  GBP'000 
                                                -------  ------- 
 
 Profit for the year                              7,017   13,235 
                                                -------  ------- 
 
 Revaluation of financial assets                 10,677        - 
 Income tax effect                              (2,456)        - 
                                                -------  ------- 
 Other comprehensive income for the year, 
  net of tax                                      8,221        - 
 
 Total comprehensive income for the year, 
  net of tax                                     15,238   13,235 
                                                -------  ------- 
 
    Attributable to 
      - Owners of the parent                     15,222   13,217 
      - Non-controlling interest                     16       18 
                                                -------  ------- 
 

Group Balance Sheet

as at 31(st) December 2012

 
                                                     2012        2011 
                                            Note    GBP'000     GBP'000 
                                                  ----------  ---------- 
 
 Non-current assets 
 Goodwill                                    8       119,749     116,452 
 Other intangible assets                              18,509      21,042 
 Property, plant and equipment                        13,501      17,491 
 Financial assets                                     11,921         347 
 Investments in joint ventures                         2,313       1,768 
 Total non-current assets                            165,993     157,100 
 
 Current assets 
 Trade and other receivables                          29,552      28,681 
 Current tax receivables                               2,242           - 
 Cash and cash equivalents                   7           225         435 
                                                  ----------  ---------- 
 Total current assets                                 32,019      29,116 
                                                  ----------  ---------- 
 Assets held for sale                                  1,097           - 
                                                  ----------  ---------- 
 Total assets                                        199,109     186,216 
                                                  ----------  ---------- 
 
 Current liabilities 
 Financial liabilities                       7       (2,396)     (2,246) 
 Trade and other payables                           (47,805)    (46,603) 
 Current tax liabilities                                   -     (3,372) 
 Provisions for liabilities                          (2,305)       (706) 
                                                  ----------  ---------- 
 Total current liabilities                          (52,506)    (52,927) 
                                                  ----------  ---------- 
 
 Non-current liabilities 
 Financial liabilities                       7      (42,165)    (46,782) 
 Deferred tax liability                              (5,464)     (4,772) 
 Provisions for liabilities                         (22,895)     (9,352) 
                                                  ----------  ---------- 
 Total non-current liabilities                      (70,524)    (60,906) 
                                                  ----------  ---------- 
 
 Total Liabilities                                 (123,030)   (113,833) 
 
 Net assets                                           76,079      72,383 
                                                  ----------  ---------- 
 
 Equity 
 Share capital                                           208         208 
 Share premium account                                 5,629       5,629 
 Share-based payment reserve                           1,526         912 
 Treasury shares                                     (2,691)     (2,747) 
 Fair value reserve                                    8,221           - 
 Retained earnings                                    63,117      68,328 
                                                  ----------  ---------- 
 Equity attributable to owners of parent              76,010      72,330 
 Non-controlling interests                                69          53 
 
 Total equity                                         76,079      72,383 
                                                  ----------  ---------- 
 

Group Cash Flow Statement

for the year ended 31(st) December 2012

 
                                                        31 December 
                                                               2012      31 December 2011 
                                                  GBP'000   GBP'000   GBP'000     GBP'000 
 Cash generated from operating activities 
 Profit before tax                                            6,733                17,592 
 
 Adjustments to reconcile profit 
  before tax to net cash from 
  operating activities 
 
 Exceptional operating costs 
  and contingent consideration 
  (excluding and gain on sale 
  of assets)                                       23,262               2,214 
 Amortisation of intangible assets                  3,472               8,472 
 Finance income                                      (10)                 (4) 
 Finance costs                                      2,891               1,874 
 Exceptional finance costs                          (429)                 182 
 Share-based payments                                 647                 787 
                                                ---------            -------- 
                                                             29,833                13,525 
                                                           --------            ---------- 
 Group operating profit before 
  amortisation and share-based 
  payments                                                  36, 566                31,117 
 Depreciation                                       3,499               2,581 
 Share of results of joint ventures               (1,283)               (679) 
   (Gain)//loss on sale of property, 
    plant 
    and equipment                                 (1,426)                   8 
                                                ---------            -------- 
                                                                790                 1,910 
 (Increase)/decrease in trade 
  and other receivables                                12             (2,054) 
 Decrease in trade and other 
  payables                                        (2,078)             (4,491) 
 Decrease in provisions                           (2,699)             (2,183) 
                                                ---------            -------- 
                                                            (4,765)               (8,728) 
                                                           --------            ---------- 
 Cash generated from operations                              32,591                24,299 
 
 Interest paid                                    (2,084)             (1,422) 
 Tax paid                                         (7,252)             (3,235) 
                                                --------- 
                                                            (9,336)               (4,657) 
                                                           --------            ---------- 
 Net cash generated from operating 
  activities                                                 23,255                19,642 
 
 
 
 
                                               31 December 2012          31 December 2011 
                                               GBP'000     GBP'000       GBP'000     GBP'000 
  Cash flows from investing activities 
  Cash acquired on purchase of 
   subsidiary undertaking                      223                       5,707 
  Acquisition of subsidiaries 
   and other businesses                        (3,926)                   (46,826) 
  Investment in joint venture                  (10)                      (671) 
  Investment in financial assets               (897)                     - 
  Dividends received from joint 
   venture                                     748                       332 
  Interest received                            10                        4 
  Purchase of property, plant 
   and 
   equipment and intangible assets             (5,680)                   (3,243) 
  Proceeds from sale of property, 
   plant and equipment                         6, 290                    - 
  Proceeds from sale of available-for-sale 
   financial asset                             -                         1,962 
                                             ----------                ---------- 
  Net cash expended on investing 
   activities                                              (3,242)                   (42,735) 
 
  Cash flows from financing activities 
  Proceeds/ (repayment) of loans               (10,962)                  32,939 
  Purchase of treasury shares 
   (net of consideration received 
   on reissue of treasury shares)                     -                   (804) 
  Dividends paid                               (9,261)                   (8,945) 
                                             ----------                ---------- 
 
  Net cash generated from/(used 
   in) financing activities                                  (20,223)                 23,190 
                                                         ------------              ---------- 
 
  Net increase/(decrease) in cash 
   and cash equivalents                                         (210)                 97 
  Cash and cash equivalents at 
   the beginning of the year                                      435                 338 
                                                         ------------              ---------- 
  Cash and cash equivalents at 
   the end of the year                                            225                 435 
                                                         ------------              ---------- 
 

Group Statement of changes in equity

for the year ended 31(st) December 2012

Year ended 31(st) December 2012

 
 
                                           Share- 
                                 Share      based                                                  Non-controlling 
                      Share     premium    payment    Treasury     Fair      Retained    Total        interest 
                     capital    account    reserve     shares      value     earnings    equity                        Total 
                                                                  Reserve 
                     GBP'000    GBP'000    GBP'000     GBP'000    GBP'000     GBP'000   GBP'000            GBP'000   GBP'000 
 At 1(st) January 
  2012                   208      5,629        912     (2,747)          -      68,328    72,330                 53   72,383 
 Profit for the 
  year                     -          -          -           -          -       7,001     7,001                 16     7,017 
 Other 
  comprehensive 
  income                   -          -          -           -      8,221           -     8,221                  -     8,221 
 Total 
  comprehensive 
  income for the 
  year                     -          -          -           -      8,221       7,001    15,222                 16    15,238 
 Put option over 
  non-controlling 
  interests                -          -          -           -          -     (2,928)   (2,928)                  -   (2,928) 
 Reissuance of 
  treasury shares          -          -       (33)          56          -        (23)         -                  -         - 
 Share-based 
  payments                 -          -        647           -          -           -       647                  -       647 
 Dividend payment          -          -          -           -          -     (9,261)   (9,261)                  -   (9,261) 
    At 31(st) 
   December 2012         208      5,629      1,526     (2,691)      8,221      63,117    76,010                 69   78,079 
                   ---------  ---------  ---------  ----------  ---------  ----------  --------  -----------------  -------- 
 

Year ended 31(st) December 2011

 
 
                                         Share- 
                               Share      based                                                  Non-controlling 
                    Share     premium    payment    Treasury     Fair      Retained    Total        interest 
                   capital    account    reserve     shares      value     earnings    equity                        Total 
                                                                Reserve 
                   GBP'000    GBP'000    GBP'000     GBP'000    GBP'000     GBP'000   GBP'000            GBP'000   GBP'000 
 At 1(st) 
  January 2011         208      5,629      1,014     (3,139)          -      64,363    68,075                 35    68,110 
 Profit for the 
  year                   -          -          -           -          -      13,217    13,217                 18    13,235 
 Other                   -          -          -           -          -           -         -                  -         - 
 comprehensive 
 income 
 Total 
  comprehensive 
  income for 
  the year               -          -          -           -          -      13,217    13,217                 18    13,235 
 Purchase of 
  treasury 
  shares                 -          -          -     (1,762)          -           -   (1,762)                  -   (1,762) 
 Reissuance of 
  treasury 
  shares                 -          -      (889)       2,154          -       (307)       958                  -       958 
 Share-based 
  payments               -          -        787           -          -           -       787                  -       787 
 Dividend 
  payment                -          -          -           -          -     (8,945)   (8,945)                  -   (8,945) 
 At 31(st) 
  December 2011        208      5,629        912     (2,747)          -      68,328    72,330                 53    72,383 
                 ---------  ---------  ---------  ----------  ---------  ----------  --------  -----------------  -------- 
 

Notes to the Preliminary Results

The financial information in this preliminary announcement does not constitute LSL's statutory financial statements for the year ended 31(st) December 2012 but has been extracted from the Financial Statements, and as such, does not contain all information required to be disclosed in the financial statements prepared in accordance with IFRS.

Statutory financial statements for this year will be filed following the AGM. The auditors have reported on these financial statements. Their report was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006

   1.     Basis of preparation 

The accounting policies adopted are consistent with those of the previous financial year except for the adoption of new Standards and Interpretations as of 1(st) January 2012 which are applicable to the Group, as noted below:

The amendments to the following standards below did not have any impact on the accounting policies, financial position or performance of the Group:

   --      Amendments to IFRS 7 - Disclosures - Transfers of financial assets 
   --      Amendments to IAS 12 - Deferred Tax: Recovery of Underlying Assets 
   2.      Segment analysis of revenue and operating profit 

For management purposes, the Group is organised into business units based on their products and services and has two reportable operating segments as follows:

-- The Estate Agency and Related Services segment provides services related to the sale and letting of housing. It operates a network of high street branches. As part of this process, the Estate Agency Division also provides marketing and arranges conveyancing services. In addition, it provides repossession asset management services to a range of lenders. It also arranges mortgages for a number of lenders and arranges pure protection policies such as life assurance and critical illness cover from a panel of insurance providers via the Estate Agency branch, First Complete, Pink and Linear networks. It also operates a Financial Services segment as a separate mortgage and insurance distribution business providing products and services to financial intermediaries. The results of this Financial Services segment, which does not meet the quantitative criteria for separate reporting under IFRS have been aggregated with those of Estate Agency and Related Services.

-- The Surveying and Valuation Services segment provides a professional valuations and associated panel management service of housing to various lending corporations and surveying services to individual customers.

Each segment has various products and services and the revenue from these products and services are disclosed in the Annual Report & Accounts 2012 under the Business Review.

The Directors monitor the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which in certain respects, as explained in the table below, is measured differently from operating profit or loss in the Group Financial Statements. Head office costs, Group financing (including finance costs and finance incomes) and income taxes are managed on a Group basis and are not allocated to operating segments.

   2.         Segment analysis of revenue and operating profit (continued) 

Operating segments

The following table presents revenue and profit information regarding the Group's operating segments for the financial year ended 31(st) December 2012 and financial year ended 31(st) December 2011 respectively.

Year ended 31(st) December 2012

 
                                 Estate agency       Surveying 
                                   and related   and valuation 
                                      services        services 
                                       GBP'000         GBP'000    Unallocated     Total 
 Income statement information                                         GBP'000    GBP'000 
                                --------------  --------------  -------------  --------- 
 
 Segmental revenue                     181,627          62,218              -    243,845 
                                --------------  --------------  -------------  --------- 
 
 Segmental result: 
  - before exceptional costs, 
   contingent 
   consideration amortisation 
   and 
   share-based payments                 24,430          13,910        (3,200)     35,140 
  - after exceptional costs, 
   contingent 
   consideration amortisation 
    and 
    share-based payments                20,168         (6,070)        (4,913)      9,185 
                                --------------  --------------  -------------  --------- 
 
 Finance income                                                                       10 
 Finance costs                                                                   (2,891) 
 Exceptional finance costs                                                           429 
                                                                               --------- 
 
 Profit before tax                                                                 6,733 
 Taxation                                                                            284 
  Profit for the year                                                              7,017 
                                                                               --------- 
 

Year ended 31(st) December 2011

 
                                 Estate agency       Surveying 
                                   and related   and valuation 
                                      services        services 
                                       GBP'000         GBP'000    Unallocated     Total 
 Income statement information                                         GBP'000    GBP'000 
                                --------------  --------------  -------------  --------- 
 
 Segmental revenue                     141,811          76,570              -    218,381 
                                --------------  --------------  -------------  --------- 
 
 Segmental result: 
  - before exceptional costs, 
   contingent 
   consideration amortisation 
   and 
   share-based payments                 10,280          23,722        (2,885)     31,117 
  - after exceptional costs, 
   contingent 
   consideration amortisation 
    and 
    share-based payments                 6,049          16,753        (3,158)     19,644 
                                --------------  --------------  -------------  --------- 
 
 Finance income                                                                        4 
 Finance costs                                                                   (1,874) 
 Exceptional finance costs                                                         (182) 
                                                                               --------- 
 
 Profit before tax                                                                17,592 
 Taxation                                                                        (4,357) 
  Profit for the year                                                             13,235 
                                                                               --------- 
 
   3.      Earnings Per Share (EPS) 

Basic Earnings Per Share amounts are calculated by dividing net profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

 
                         Profit      Weighted         2012                  Weighted         2011 
                          after       average    Per share      Profit       average    Per share 
                            tax     number of       amount       after     number of       amount 
                                       shares        Pence         tax        shares        Pence 
                                                               GBP'000 
                        GBP'000 
 Basic EPS                7,017   102,912,662          6.8      13,217   102,889,561         12.9 
 Effect of dilutive           -             -            -           -         1,829            - 
  share options 
 Diluted EPS              7,017   102,912,662          6.8      13,217   102,891,390         12.9 
                      ---------  ------------  -----------  ----------  ------------  ----------- 
 

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements.

Adjusted basic and diluted EPS

The Directors consider that the adjusted earnings shown below give a better and more consistent indication of the Group's underlying performance:

 
                                                              2012       2011 
                                                           GBP'000    GBP'000 
                                                         ---------  --------- 
 Group operating profit before contingent 
  consideration in acquisitions linked to 
  employment, exceptional costs, share-based 
  payments and amortisation (excluding non-controlling 
  interest):                                                35,124     31,099 
     Net finance costs (excluding exceptional 
      costs and unwinding of discount on contingent 
      consideration)                                       (2,623)    (1,766) 
     Normalised taxation                                   (7,963)    (7,773) 
 Adjusted profit after tax(1) before exceptional 
  costs, share-based payments and amortisation              24,538     21,560 
                                                         ---------  --------- 
 

Adjusted basic and diluted EPS

 
                       Adjusted      Weighted         2012   Adjusted      Weighted         2011 
                         profit       average    Per share     profit       average    Per share 
                          after     number of       amount      after     number of       amount 
                         tax(1)        shares                  tax(1)        shares 
                        GBP'000                      Pence    GBP'000                      Pence 
 Adjusted Basic 
  EPS                    24,538   102,912,662         23.8     21,560   102,889,561         21.0 
 Effect of dilutive           -             -            -          -         1,829            - 
  share options 
 Adjusted Diluted 
  EPS                    24,538   102,912,662         23.8     21,560   102,891,390         21.0 
                      ---------  ------------  -----------  ---------  ------------  ----------- 
 

(1) This represents adjusted profit after tax attributable to equity holders of the parent. Tax has been adjusted to exclude the prior year tax adjustments, and the tax impact of exceptional items, amortisation and share-based payments. Effective tax rate considered to calculate normalised taxation in 2012 is 24.5% (2011: 26.5%) to equity holders of the parent.

   4.      Exceptional items 
 
                                                                     2012        2011 
 Exceptional costs:                                               GBP'000     GBP'000 
                                                              -----------  ---------- 
 Employee costs 
  Redundancy costs due to business reorganisation                     955         266 
 Other 
  Acquisition related costs                                          (98)       1,629 
  Branch closure costs                                                245           - 
  Gain on disposal of freehold properties                         (1,426)           - 
  Onerous leases                                                      675           - 
  Impairment of brand                                                   -         153 
  Provision for professional indemnity claims/notifications        17,333           - 
                                                              -----------  ---------- 
 Total operating exceptional costs                                 17,684       2,048 
    Contingent consideration on acquisitions 
     linked to employment                                           4,152         166 
                                                              -----------  ---------- 
                                                                    4,152         166 
                                                              -----------  ---------- 
 Finance costs 
  Movement in fair value of interest rate 
   swap                                                             (429)         182 
                                                              -----------  ---------- 
                                                                    (429)         182 
                                                              -----------  ---------- 
 Net exceptional cost                                              21,407       2,396 
                                                              -----------  ---------- 
 
   5.     Dividends paid and proposed 
 
                                                             2012         2011 
                                                          GBP'000      GBP'000 
                                                      -----------  ----------- 
 Declared and paid during the year: 
 Equity dividends on ordinary shares: 
 2010 Final: 5.9p                                               -        6,065 
 2011 Interim: 2.8p                                             -        2,880 
 2011 Final: 5.9p                                           6,070            - 
 2012 Interim: 3.1p                                         3,191            - 
                                                      -----------  ----------- 
                                                            9,261        8,945 
                                                      -----------  ----------- 
 
   Dividends on Ordinary Shares proposed (not 
   recognised as a liability as at 31(st) 
   December): 
 Equity dividends on Ordinary Shares: 
  Dividend: 6.4p per share (2011: 5.9p)                     6,666        6,070 
                                                      -----------  ----------- 
 
 
   6.     Taxation 

The major components of income tax charge in the Group income statements are:

 
                                                           2012     2011 
                                                        GBP'000  GBP'000 
                                                        -------  ------- 
 
 UK corporation 
  tax               - current year                        2,997    5,383 
  - adjustment in respect of prior 
   years                                                (1,407)      160 
                                                                 ------- 
                                                          1,590    5,543 
 Deferred tax: 
 Origination and reversal of temporary differences      (1,718)    (764) 
 Adjustment in respect of prior year                      (156)    (422) 
                                                        -------  ------- 
 Total deferred tax credit                              (1,874)  (1,186) 
                                                        -------  ------- 
 Total tax (benefit)/charge in the income 
  statement                                               (284)    4,357 
                                                        -------  ------- 
 
   6.         Taxation (continued) 

Income tax charged directly to equity is GBP2,456,000 (2011: GBPnil) and relates to the revaluation of financial assets.

In March 2011 the UK Government announced proposals to reduce the main rate of corporation tax to 23% over 3 years with effect from 1(st) April 2011. In March 2012, the UK government announced additional proposals to reduce the main rate of corporation tax to 22% from 1(st) April 2014. As of 31(st) December 2012 only the reductions to 23% had been enacted. Accordingly this is the rate at which deferred tax has been provided. If the subsequent reductions in the tax rate to 22% had been substantively enacted at 31(st) December 2012 the deferred tax liability would have reduced by GBP239,000.

Factors affecting tax charge for the year

The tax assessed in the profit and loss account is lower (2011: lower) than the standard UK corporation tax rate, because of the following factors:

 
                                                          2012      2011 
                                                       GBP'000   GBP'000 
 
 Profit on ordinary activities before tax                6,733    17,592 
 
 Tax calculated at UK standard rate of corporation 
  tax rate of 24.5% (2011 - 26.5%)                       1,650     4,662 
 Non taxable negative goodwill on acquisition                -      (24) 
 Non taxable income from joint ventures                  (314)     (180) 
 Benefit of deferred tax asset not previously 
  recognised                                              (49)        75 
 Disallowable expenses                                     295       622 
 Impact of movement in contingent consideration          1,017         - 
  charge to Income Statement 
 Share-based payment relief                                 29       141 
 Temporary differences on non-qualifying properties 
  no longer recognised                                 (1,060)     (380) 
 Impact of rate change on deferred tax                   (289)     (390) 
 Others                                                      -        94 
                                                      --------  -------- 
                                                         1,279     4,620 
 Prior period adjustments - current tax                (1,407)       159 
 Prior period adjustment - deferred tax                  (156)     (422) 
                                                      --------  -------- 
 Total taxation (benefit)/charge                         (284)     4,357 
                                                      --------  -------- 
 
   7.     Analysis of net bank debt 
 
                                                   2012      2011 
                                                GBP'000   GBP'000 
                                               --------  -------- 
 
 Interest bearing loans and borrowings 
 
   *    Current                                   2,396     2,246 
 
   *    Non-current                              42,165    46,782 
                                               --------  -------- 
                                                 44,561    49,028 
 Less: 2% unsecured loan notes                        -   (1,496) 
 Less: 12% unsecured loan notes                 (8,660)   (8,660) 
 Less: other loan notes                               -     (750) 
 Add: cash and short-term deposits                (225)     (435) 
 Less: deferred and contingent consideration    (9,028)   (1,939) 
                                               --------  -------- 
 Net bank debt at the end of the year            26,648    35,748 
                                               --------  -------- 
 

During the year, the Group has repaid GBP10.4m (2011: borrowed GBP33.4m) of the revolving credit facility. The utilisation of this revolving credit facility may vary each month as long as this does not exceed the maximum

GBP75m facility (2011: GBP75m). In 2010 the banking facility was renewed and is repayable when funds permit or by March 2014.

   8.     Acquisitions during the year 

The Group acquired the following businesses during the year

   a.     Davis Tate 

In January 2012 the Group acquired 51% of Davis Tate, a 11 branch estate agency chain operating in 14 locations within the Thames Valley region for a cash consideration GBP1.6m. The remaining 49% is subject to put and call options which are exercisable in two tranches in 2013 and 2016 dependant on profit performance and in part continued employment of the vendors. Due to the nature of the payment terms, the deferred consideration is considered to be an employee expense and not a capital payment for accounting purposes.

The fair value of the identifiable assets, except for cash and cash equivalents, and liabilities of Davis Tate as at the date of acquisition have been determined as below:

 
                                                     Fair value 
                                                     recognised 
                                                 on acquisition 
                                                        GBP'000 
                                               ---------------- 
 Intangible assets                                          236 
 Property, plant and equipment                               39 
 Trade and other receivables                                139 
 Cash and cash equivalents                                  239 
 Trade and other payables                                 (827) 
 Current tax liabilities                                  (159) 
 Total identifiable net liabilities acquired              (333) 
 Purchase consideration                                   1,633 
 Goodwill                                                 1,966 
                                               ================ 
 

Purchase consideration discharged by:

 
 Cash                      1,633 
 Deferred consideration        - 
                          ------ 
                           1,633 
                          ------ 
 
 
      Analysis of cash flow on acquisition                       GBP'000 
                                                           ------------- 
 Transaction costs (included in cash flows 
  from operating activities)                                        - 
 Net cash acquired with the subsidiary (included 
  in cash flows from investing activities)                        239 
 Purchase consideration discharged in cash 
  (included in cash flows from investing activities)          (1,633) 
 Net cash outflow on acquisition                                1,394 
                                                          =========== 
 
 

Transaction costs have been expensed and are included under exceptional costs.

The goodwill of Davis Tate comprises certain intangible assets that cannot be individually separated and reliably measured from the acquiree due to their nature. These items include the high quality, dynamic and experienced management team with an outstanding record of delivering strong and profitable growth against the backdrop of challenging market conditions, the expected value of synergies and the potential to significantly grow the business.

8. Acquisitions during the year (continued)

   b.     Lauristons 

In July 2012, the Group also acquired 85% of Lauristons, a 5 branch estate agency chain in South West London for a cash consideration of GBP1.8m. The remaining 15% is subject to put and call options exercisable in 2016 dependant on profit performance and in part continued employment of the vendors. Due to the nature of the payment terms, the deferred consideration is considered to be an employee expense and not a capital payment for accounting purposes.

The fair value of the identifiable assets, except for cash and cash equivalents, and liabilities of Lauristons as at the date of acquisition have been determined as below:

 
                                                Fair value 
                                                recognised 
                                            on acquisition 
                                                   GBP'000 
                                          ---------------- 
 Intangible assets                                     212 
 Property, plant and equipment                          84 
 Trade and other receivables                           744 
 Cash and cash equivalents                            (16) 
 Trade and other payables                            (376) 
 Total identifiable net assets acquired                648 
 Purchase consideration                              1,802 
 Goodwill                                            1,154 
                                          ================ 
 
 
            Purchase consideration discharged by:    1,802 
 Cash                                                    - 
                                                    ------ 
 Deferred consideration                              1,802 
                                                    ------ 
 
 
 Analysis of cash flow on acquisition                   GBP'000 
                                                       -------- 
 Transaction costs (included in cash flows 
  from operating activities)                                  - 
 Net cash acquired with the subsidiary (included 
  in cash flows from investing activities)                 (16) 
 Purchase consideration discharged in cash 
  (included in cash flows from investing activities)    (1,802) 
 Net cash outflow on acquisition                        (1,818) 
                                                       ======== 
 

Transaction costs have been expensed and are included under exceptional costs (see note 7).

The goodwill of Lauristons comprises certain intangible assets that cannot be individually separated and reliably measured from the acquiree due to their nature. These items include the high quality, dynamic and experienced management team with an outstanding record of delivering strong and profitable growth against the backdrop of challenging market conditions, the expected value of synergies and the potential to significantly grow the business.

8. Acquisitions during the year (continued)

   c.     Lettings acquisition by LSLi 

During the year LSLi (through its subsidiaries) acquired the following lettings business:

-- Assets of the lettings business of Reynolds(Wimbledon) Limited on 1(st) March 2011 - additional consideration GBP17,000

-- Assets of the lettings business of Goddard Management Ltd trading as A120 Lettings acquired on 30(th) September 2011- additional consideration GBP47,000

   --    Assets of the Withers letting business on 4(th) May 2012 for GBP79,000 
   --    Assets of Appletons lettings business on 13(th) August 2012 for GBP180,000; 

The combined fair values of the indentifiable assets and liabilities as at the date of acquisition of the above acquisitions were:

 
                                                Fair value recognised 
                                                       on acquisition 
                                                              GBP'000 
                                               ---------------------- 
 
 Property, plant and equipment                                      - 
                                               ---------------------- 
 Total identifiable net assets acquired                             - 
 Purchase consideration (discharged by cash)                      323 
                                               ---------------------- 
 Goodwill arising on acquisition                                  323 
                                               ====================== 
 

The goodwill of GBP0.3m for the above acquisitions comprises certain intangible assets that cannot be individually separated and reliably measured from the acquiree due to their nature. These items include the expected value of synergies and the potential to grow the business.

   d.     Acquisition by Linear Mortgage Networks 

During the year, Linear Mortgage Networks acquired the assets of Mortgage Options Limited for GBP100,000 and the assets of Hoath Independent Financial Planning Limited for GBP46,000 as well as other miscellaneous customer contracts for GBP15,000. Apart from the customer contracts acquired there were no other separately identifiable intangible assets and so all of the consideration was allocated to customer contract intangible asset.

   e.     Lettings acquisition by Your Move 

During the year, Your Move completed the acquisition of the NSK lettings business for a total cash consideration of GBP10,000. There were no separately identifiable net assets and all the consideration was towards goodwill.

From the date of acquisition to 31(st) December 2012, the acquisitions in aggregate have contributed to GBP4.8m of revenue and GBP1.2m profit before tax of the Group. If all of these combinations had taken place at the beginning of the year, the consolidated revenue would have been higher by GBP6.5m and the consolidated profit before tax would have been higher by GBP1.4m.

Of the total goodwill arising on all acquisitions, an amount of GBPnil is expected to be deductible for tax purposes.

   9.     Annual General Meeting (AGM) 

The AGM will be held at the London offices of LSL, 1 Sun Street, London EC2A 2EP on 2(nd) May 2013 starting at 2.30pm.

Definitions

"Adjusted Basic Earnings Per Share" - defined at note 3 of the Preliminary Financial Statements

"Advance Mortgage Funding"- trading name of Advance Mortgage Funding Limited

"AGM" - Annual General Meeting

"Asset Management" - refers to LSL's repossessions asset management and property management for multi property landlords services

"ARLA" - Association of Residential Lettings Agents

"AMI" - Association of Mortgage Intermediaries

"Audit Committee" - LSL's audit committee

"Basic Earnings Per Share"- is defined at note 3 of the Preliminary Financial Statements

"Board" - the Board of Directors of LSL

"C&G" - trading style of Cheltenham & Gloucester plc

"Chairman" - Roger Matthews

"Chairman of the Audit Committee"- Mark Morris

"Code" - UK Code of C orporate Governance by the Financial Reporting Council (2010 and 2012)

"Company Secretary" - Sapna B FitzGerald

"Corporate Lettings" - refers to LSL's property management for corporate and multi property landlords

"Davis Tate" - trading name of Davis Tate Limited

"Director" - Executive Director or Non Executive of LSL

"EPS" - earnings per share is defined at note 3 of the Preliminary Financial Statements

"e.surv or e.surv Chartered Surveyors"- trading names of e.surv Limited

"Estate Agency or Estate Agency Division" - includes LSL's Residential Sales, Lettings, Financial Services, LPA fixed charge receiver and Asset Management businesses

"Estate Agency and Related Services"- refers to LSL's Estate Agency Division

"Executive Director "- refers to Steve Cooke, Simon Embley and David Newnes

"Executive Director for Estate Agency"- refers to David Newnes

"Financial Services" - refers to LSL's financial services (including mortgage and protection brokerage and the operation of intermediary networks

"First Complete" - trading name of First Complete Limited

"Group" - LSL Property Services plc and its subsidiaries

"Group CEO" - Simon Embley

"Group Finance Director"- Steve Cooke

"HEAL or Halifax Estate Agency" - refers to Halifax Estate Agencies Limited

"IBNR" - Incurred But Not Reported

"IFRS" - International Financial Reporting Standards

"Intercounty" - trading name of ICIEA Limited

"Lauristons" - trading name of Lauristons Limited

"Lettings" - refers to LSL's residential property lettings and property management services

"Linear or Linear Mortgage Network"- trading names of Linear Mortgage Network Limited

"LSL" - LSL Property Services plc

"LSL Corporate Client Department"- trading name of LSL Corporate Client Services Limited

"LSL Land & New Homes"- trading style used by members of the Estate Agency Division

"LSLi" - trading name of LSLi Limited

"Marsh & Parsons"- trading name of Marsh & Parsons Limited

"NAEA" - National Association of Estate Agents

"Net Bank Debt" - see note 7 for calculation

"NFoPP" - National Federation of Property Professional

"Nominations Committee"- Nominations Committee of LSL

"Non Executive Director"- refers to Helen Buck, Adrian Gill, Roger Matthews, Mark Morris and Mark Pain

"Openwork" -trading name of Openwork Limited

"PI" - professional indemnity

"Pink or Pink Home Loans"-trading names of Advance Mortgage Funding Limited

"Reeds Rains" - trading name of Reeds Rains Limited

"Reeds Rains Financial Services"- trading name of Reeds Rains Financial Services Limited

"Remuneration Committee"- Remuneration Committee of LSL

"Residential Sales" - refers to LSL's services for residential property sales

"RICS" - Royal Institution of Chartered Surveyors

"Surveying or Surveying Division" - includes LSL's surveying and valuation services businesses

"Surveying and Valuation Services" -refers to LSL's surveying division

"The Bridge" - LSL's call centre operation based in Southampton

"TPO" - The Property Ombudsman

"Underlying Operating Margin" - Group Operating Profit before exceptional costs, amortisation and share based payments shown as a percentage of turnover

"Underlying Operating Profit"- before exceptional costs, amortisation of intangible assets and share-based payments

"Your Move" - trading name of your-move.co.uk Limited

"Zoopla or Zoopla Group"- trading styles of Zoopla Property Group Limited

This information is provided by RNS

The company news service from the London Stock Exchange

END

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