Prospectus • Apr 29, 2020
Prospectus
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(Incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number 2468686)
Copies of this document, which comprises listing particulars relating to Commercial Union prepared in accordance with the listing rules made under Section 142 of the Financial Services Act 1986, have been delivered for registration to the Registrar of Companies in England and Wales in accordance with Section 149 of that Act.
Application has been made to the London Stock Exchange for the New Preference Shares to be admitted to the Official List. It is expected that such admission will become effective and that dealings will commence on 21 May 1992.
The Directors, whose names appear on page 4 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
In connection with this issue, Cazenove may over-allot or effect transactions on the London Stock Exchange which stabilise or maintain the market price of the New Preference Shares at a level which might not otherwise prevail on that exchange. Such stabilising, if commenced, may be discontinued at any time.
CAZENOVE & CO.
20 May 1992
| Contents | ||
|---|---|---|
| Page | ||
| Definitions | 3 | |
| Directors and Company Secretary | 4 | |
| Part I | Commercial Union Group | 5 |
| Description of the Business 1. |
5 | |
| Current Trading and Prospects 2. |
6 | |
| Reasons for the Placing 3. |
7 | |
| Part II | Description of the Rights Attaching to the New Preference Shares | 8 |
| Part III | Financial Information | 13 |
| Part IV | The Placing | 37 |
| Part V | Further Information | 38 |
| Part VI | First Quarter Results of Commercial Union Group | 56 |
| Expected Timetable of Events | |
|---|---|
| 1992 | |
| Official dealings commence, fully paid, for account settlement | 21 May |
| Definitive New Preference Share certificates despatched | 29 May |
| Account settlement for initial dealings | 8 June |
| First dividend payment on New Preference Shares | 31 December |
The following definitions apply throughout this document unless the context requires otherwise:-
| "Commercial Union" or the "Company" |
Commercial Union plc |
|---|---|
| "Commercial Union Group" or the "Group" |
Commercial Union plc and its subsidiary undertakings or, in relation to dates or periods prior to 1 June 1990, Commercial Union Assurance Company plc and its subsidiaries |
| "Directors" | the directors of the Company |
| "Irredeemable Preference Shares" | the 200,000,000 cumulative irredeemable preference shares of $\mathcal{L}$ 1 each in the Company created by a resolution passed on 14 April 1992 |
| "New Preference Shares" | the 100,000,000 834 per cent. Irredeemable Preference Shares which are to be issued and subscribed pursuant to the Placing |
| "Existing Preference Shares" | the existing issued 3.5 per cent. cumulative redeemable preference shares of $f_1$ each in the Company |
| the "Ordinary Shares" | the existing ordinary shares of 25p each in the Company |
| the "London Stock Exchange" | The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited |
| the "Placing" | the placing of the New Preference Shares as described in this document |
| "Placing Agreement" | an agreement dated 20 May 1992 between the Company, Cazenove and Hoare Govett relating to the Placing |
| "Placing Price" | 100.875p per New Preference Share |
| "Cazenove" | Cazenove & Co. |
| "Hoare Govett" | Hoare Govett Corporate Finance Limited |
In this document, all references to " $\mathcal{L}$ " and "Sterling" are to the lawful currency of, and all references to "UK" are to, the United Kingdom.
The names of the Directors, each of whose business address is 6 Broadgate, 7th Level, London EC2M 2QS, and their principal outside activities of significance to the Group, are set out below:-
Nicholas Hugo Baring (Chairman) Sir Martin Wakefield Jacomb (Deputy Chairman) Anthony Louis Brend (Chief Executive) John Gordon Thomas Carter (Executive Director) Anthony Blake Wyand (Executive Director) Roger Fauroux Patrick John Gillam Ronald Claus Hampel Prof. Drs. Hendrik Meij Ian Charles Strachan
N.H. Baring is a director of Barings plc, PosTel Investment Management Limited and the Baring Puma Fund Limited. He was appointed Chairman of the National Gallery Trustees on 1 January 1992 and is also a member of the Council of the National Trust.
Sir Martin Jacomb is Chairman of the British Council and of PosTel Investment Management Limited and Deputy Chairman of Barclays Bank PLC. Sir Martin's directorships include the Bank of England, The RTZ Corporation PLC, The Daily Telegraph plc and Marks & Spencer p.l.c.
A.L. Brend is a director of British Aviation Insurance Company Limited.
J.G.T. Carter is a director of British Aviation Insurance Company Limited and Trade Indemnity Group PLC.
A.B. Wyand is a director of Société Générale.
R. Fauroux is President d'Honneur de la Compagnie de Saint Gobain and a director of Eurotunnel Group.
P.J. Gillam is Chairman of Asda Group plc and Booker Tate Limited and Deputy Chairman of Standard Chartered plc.
R.C. Hampel is Chief Operating Officer and a director of Imperial Chemical Industries PLC and also a director of British Aerospace Public Limited Company.
Prof. Drs. H. Meij is professor in strategic management at the Free University of Amsterdam.
I.C. Strachan is Deputy Chief Executive and a director of The RTZ Corporation PLC.
K.N. Grant
Commercial Union is the holding company for the Commercial Union Group, whose principal activity is to transact all classes of general insurance and life assurance business in the United Kingdom, Continental Europe, North America and other territories throughout the world.
In the United Kingdom the Group has a wide spread of general insurance business, which includes fire, motor, liability and London market marine insurance. The Group has a limited exposure to residential mortgage guarantee business. In Continental Europe, the Group has a spread of personal and commercial insurance business with the Netherlands as its largest single source of general premium income. In North America the Group's portfolio comprises a balance of risks, both personal and commercial; the former consists mainly of motor insurance and the latter mainly property and motor insurance.
The Group's life assurance business, covering individual life policies, pension policies and investment-related products, is carried on in many countries throughout the world but with its principal focus of activity in the UK, the Netherlands and France.
The Group also provides a number of financial services related to its core business of insurance, including unit trust and investment management, banking, stockbroking and private client investment management.
Financial highlights of the Commercial Union Group for the years ended 31 December 1989, 1990 and 1991 are set out below. The status of the financial information relating to the Group in this Part is explained in paragraphs 10(h) and 10(i) on page 55.
| 1991 £m. |
1990 £m. |
1989 $\sqrt{m}$ |
|
|---|---|---|---|
| PREMIUM INCOME (LIFE) | |||
| United Kingdom | 384.1 | 360.9 | 318.5 |
| Continental Europe | 802.0 | 668.0 | 594.5 |
| North America | 174.4 | 133.7 | 109.4 |
| Overseas | 0.9 | 1.0 | 1.1 |
| 1,361.4 | 1,163.6 | 1,023.5 | |
| PREMIUM INCOME (GENERAL) | |||
| United Kingdom | 1,159.6 | 985.9 | 963.7 |
| Continental Europe | 542.5 | 490.4 | 482.0 |
| North America | 872.0 | 809.8 | 929.1 |
| Overseas | 97.2 | 88.8 | 84.6 |
| Group reinsurance retentions | 74.3 | 57.1 | 41.8 |
| 2,745.6 | 2,432.0 | 2,501.2 | |
| PREMIUM INCOME (TOTAL) | 4,107.0 | 3,595.6 | 3,524.7 |
| 1991 |
1990 m |
1989 l.m |
|
|---|---|---|---|
| Operating results before taxation | |||
| Life profits | 114.3 | 102.0 | 102.0 |
| Non-life operating result | (182.9) |
100.6) |
48.5 --------------------- |
| Coperating (loss)/profit before taxation |
68.6 |
***** |
50.5 |
| Total assets ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
17,554.4 ,,,,,,,,,,,,,,,,,,,,,,,, |
15.739.8 |
15.752.3 ,,,,,,,,,,,,,,,,,,,,,,,, |
| Total liabilities and provisions | 16,344.3 |
14.504.8 ***** |
|
| Shareholders' funds ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
.210.1 |
235.0 |
708.3 ,,,,,,,,,,,,,,,,,,,,,,, |
The appraisal value of the Group's life operations is estimated by the Directors to be in excess of the $\sqrt{2}$ , 1,500m which was disclosed in the Group report and accounts for the year ended 31 December 1989 on the basis of independent actuarial advice; of this amount, $\sqrt{557}$ m was included in shareholders' funds at 31 December 1991.
Loan capital and other loans which appear in the Group consolidated balance sheet amounted to $\text{\AA}407\text{m}$ at 31 December 1991. $\text{\AA}100\text{m}$ 10% per cent. Guaranteed Bonds due 2002 were issued by the Company in March 1992 and the proceeds were applied principally in the repayment of short-term debt. Loan capital and other loans increased to $\frac{1}{4}$ 461m at 31 March 1992.
Extracted highlights of Commercial Unions' first quarter results are set out below; the full statement is reproduced in Part VI on pages 56 to 60 of this document.
| Total premium income - | $\sqrt{(1,285)}$ m | (1991 f, 1,107m) |
|---|---|---|
| Operating loss before taxation | $\sqrt{19.2m}$ | $(1991 \n\text{\textsterling} (24.2m))$ |
| Loss attributable to shareholders | $\sqrt{6.7}$ m | $(1991 \text{ profit } \frac{10.5 \text{m}}{2})$ |
| Operating loss per share | 5.3 p | (1991 4.6p) |
Tony Brend, Chief Executive, commenting on the results said:-
'The pre-tax loss for the first three months of $f$ 19.2m was an improvement over the corresponding period in 1991. The better result from general insurance business should gather momentum as benefits flow from management actions including premium rate increases in the United Kingdom.'
'Life operations made good progress with new life business increasing by 46 per cent. Life profits, although held back by new business growth, continued to make a substantial contribution of $\angle 27.0$ m.'
'General insurance trading conditions are improving in the United Kingdom with significant premium rate increases being obtained across most classes of business, although it will take time before these increases are fully reflected in our results. Opportunities are being taken to write selective additional business whilst maintaining strict underwriting standards.'
'United States results continued their steady and encouraging progress and the Netherlands produced a satisfactory performance, despite difficult market conditions in both countries. In other Continental European countries, general insurance markets remained depressed, particularly in France.'
'Bomb damage in the City of London on Friday, 10 April is expected to cost us approximately $\oint$ ,15m after reinsurance recoveries. This loss will be charged to the second quarter's results. Considerable damage occurred to our head office and disaster recovery plans were put into immediate effect. Due to a determined response from staff, operations were fully effective within 48 hours without inconvenience to customers and with minimal disruption to our business.'
Underlying increase $\frac{96}{1}$ 24 11 ………
……
$(24.2)$
19.2
| Features of the results were:— | ||
|---|---|---|
| 1992 £m. |
1991 £,m |
|
| Life premium income | 454.4 | 358.1 |
| General insurance premium income | 830.3 |
748.9 |
| Life profits | 27.0 | 26.5 |
| Non-life operating result | (46.2) | (50.7) |
Operating loss before taxation
The Group has, in recent years, greatly expanded its involvement in life assurance and it sees opportunities to continue this expansion. Life premiums have increased from 18 per cent. of total premium income in 1982 to 35 per cent. in the first quarter of 1992. In addition, in recent months, the Group has been able to achieve a significant improvement in premium rates in certain general insurance markets, particularly in the United Kingdom, and selectively to write additional business whilst maintaining strict underwriting standards. In order to take further advantage of profitable opportunities, the Directors have decided to make an issue in the form of the New Preference Shares, which they believe will be in the best interests of the Company and its ordinary shareholders.
The following are the rights of the New Preference Shares and the limitations and restrictions to which they are subject.
The New Preference Shares are to rank in all respects after the Existing Preference Shares and pari passu with each other and in priority to the Ordinary Shares.
The New Preference Shares will have a nominal value of $\text{\emph{f}}_2$ 1 each and will be issued at 100.875p per New Preference Share fully paid for cash. The New Preference Shares will be in registered form.
Transfers of the New Preference Shares must be in writing in the usual common form or in such other form as the Directors may approve. The Directors may, in their absolute discretion, decline to register any transfer of New Preference Shares (not being fully paid) on which the Company has a lien or in favour of a transferee of whom it does not approve and may also refuse to register a transfer if:-
Out of the profits available for distribution and resolved to be distributed, the holders of the New Preference Shares shall be entitled, in priority to any payment of dividend to the holders of any other class of shares (other than the Existing Preference Shares in issue at the date hereof) to be paid a fixed cumulative preferential dividend, payable in sterling, at the rate of 334 per cent. per annum of the nominal amount of each New Preference Share (exclusive of any associated tax credit) which will be payable in equal half-yearly instalments in arrear on 30 June and 31 December in each year (each a "Dividend Payment Date") and the first dividend instalment will be payable on 31 December 1992 in respect of the period from 29 May 1992 to 31 December 1992, provided that nothing in this paragraph shall prohibit the payment of a dividend on the shares of any other class in the capital of the Company ranking pari passu with or after the New Preference Shares at a rate not exceeding 0.1p per share in any calendar year.
If any Dividend Payment Date is not a day on which banks in London are open for business (a "Business Day"), then payment of the dividend otherwise payable on such
Dividend Payment Date will be made on the next succeeding Business Day and without any interest or other payment in respect of such delay.
Dividends payable on New Preference Shares in respect of any period shorter or longer than a full dividend period will be calculated on the basis of a 365 day year and the actual number of days elapsed in such period.
Dividends remaining unclaimed after a period of 12 years from the date when they become due for payment shall be forfeited and shall revert to the Company.
together with, in either case, all arrears and accruals (if any) of the dividend payable thereon, whether or not such dividend has been earned or has become due and payable, to be calculated up to and including the day of the commencement of the winding up.
Save as aforesaid, the New Preference Shares shall not confer on the holders thereof the right to receive notice of, attend, speak or vote at any general meeting of the Company.
(ii) Whenever the holders of the New Preference Shares are entitled to vote at a general meeting of the Company upon any resolution proposed at such a general meeting, on a show of hands every holder thereof who is present in person or (being a corporation) is present by a representative duly authorised under section 375 of the Companies Act 1985 shall have one vote and on a poll every holder thereof who is present in person or by proxy or (being a corporation) by a duly authorised representative shall have one vote in respect of each complete 25p nominal amount of New Preference Shares registered in the name of such holder.
No New Preference Share shall:-
Save with such consent or sanction on the part of the holders of the New Preference Shares as is required for a variation of the special rights attached to such shares, the Directors shall not capitalise any part of the profits of the Company available for distribution or purchase or redeem any shares of the Company if either (i) the preferential dividend on the New Preference Shares for the dividend payment period immediately prior to the date of the proposed capitalisation, purchase or redemption is in arrears and it, and any arrears or deficiency of dividend in respect of any preceding dividend payment periods, have not been paid in full or (ii) after such capitalisation, purchase or redemption the amount of the profits of the Company available for distribution would be less than ten times the aggregate amount of the annual dividends (exclusive of any associated tax credit) payable on the New Preference Shares and any other preference shares then in issue ranking as regards dividends pari passu with or in priority to the New Preference Shares.
In addition to the definitions set out on page 3 of this document, words and expressions defined in, or for the purposes of, the Articles of Association of the Company shall bear the same meanings in this Part II. In the event of any conflict between the definitions used in the Articles of Association and those set out on page 3 of this document, the latter shall prevail.
The following summarises the financial information of the Group for the periods indicated. The information is extracted in all material respects from the published audited consolidated financial statements of the Group for the three years ended 31 December 1991, including the accounting policies described below and the notes on the Group's consolidated accounts for the year ended 31 December 1991. However, the Statements of Source and Application of Funds as reported in the Group accounts for the years ended 31 December 1990 and 1989 have been restated to conform with the basis of presentation adopted for the year ended 31 December 1991.
Commercial Union acquired the whole of the issued share capital of Commercial Union Assurance Company plc in exchange for shares in the Company under a Scheme of Arrangement which became effective on 1 June 1990. The figures for 1989 are for Commercial Union Assurance Company plc and its subsidiaries.
The status of the financial information relating to the Group contained in this part is explained in paragraphs 10(h) and 10(i) on page 55.
| PROFIT AND LOSS ACCOUNT | 1991 | Year ended 31 December | Consolidated |
|---|---|---|---|
| $\mathcal{L}^{\mathbf{m}}$ | 1990 | 1989 | |
| Investment income net of loan interest (F & 17G) Underwriting result (2) Life profits $(G \& 5)$ Associated undertakings' earnings (N) |
271.6 (462.6) 114.3 8.1 |
$\mathcal{L}^{\mathbf{m}}$ 243.5 (344.8) 102.0 0.7 |
£m 276.8 (245.0) 102.0 16.7 |
| Operating (loss)/profit before taxation (11) | (68.6) | 1.4 | 150.5 |
| Taxation $(Q \& 8A)$ | 4.2 | 0.6 | (57.1) |
| Minorities | (0.9) | (0.6) | (1.4) |
| Operating (loss)/profit after taxation (A) | (65.3) | 1.4 | 92.0 |
| Realised investment gains (16) | 49.8 | 20.8 | 81.9 |
| (Loss)/profit attributable to shareholders | (15.5) | 22.2 | 173.9 |
| Dividends (10) | (104.8) | (98.6) | (91.5) |
| Reserve transfer (15) EARNINGS/(LOSS) PER ORDINARY SHARE (29B) |
(120.3) | (76.4) | 82.4 |
| Operating (loss)/profit after taxation (Loss)/profit attributable to shareholders DIVIDENDS |
(15.00)p (3.60)p |
0.30 p 5.20 p |
21.70 p 41.10 p |
| 23.65p | 23.00 p | 21.50 p |
The notes set out on pages 18 to 36 are an integral part of the financial information.
| MOVEMENTS IN SHARE- HOLDERS' FUNDS |
£m. | 1991 $\mathcal{L}$ m |
$\sqrt{m}$ | 1990 $\mathcal{L}^{\mathbf{m}}$ |
∫m | Consolidated Year ended 31 December 1989 £m |
|---|---|---|---|---|---|---|
| Operating (loss)/profit after taxation | (65.3) | 1.4 | 92.0 | |||
| Total investment gains less losses after taxation |
||||||
| Realised | 49.8 | 20.8 | 81.9 | |||
| Unrealised (16) | 46.7 | (255.9) | 220.3 | |||
| 96.5 | (235.1) | 302.2 | ||||
| Foreign exchange gains less losses (15) | 33.8 | (146.7) | 151.1 | |||
| Adjustments arising on acquisition and | ||||||
| disposal of subsidiaries and related | ||||||
| items $(15)$ | (24.0) | (6.2) | (7.2) | |||
| Taxation adjustments | (27.4) | |||||
| Dividends (10) | (104.8) | (98.6) | (91.5) | |||
| Shares in lieu of dividends (15) | 2.5 | 10.7 | ||||
| Increase in capital (27C) | 36.4 | 11.9 | 9.0 | |||
| Movements in shareholders' funds | (24.9) | (473.3) | ||||
| Balance at 1 January | 1,235.0 | 1,708.3 | 438.9 | |||
| Balance at 31 December | 1,269.4 | |||||
| 1,210.1 | 1,235.0 | 1,708.3 |
$14$
$\ddot{\phantom{a}}$
| BALANCE SHEET | Consolidated At 31 December |
||
|---|---|---|---|
| SHAREHOLDERS' FUNDS | 1991 $\pounds$ m |
1990 £т. |
1989 £m |
| Share capital (12) | 111.8 | 109.1 | 108.4 |
| Share premium (13) | 40.6 | 6.9 | 197.1 |
| Capital reserve (14) | 201.4 | 201.4 | |
| Retained profits and reserves (A & 15) | 333.4 | 441.4 | 670.7 |
| Unrealised gains on investments after taxation (A & 16) | 432.9 | 386.2 | 642.1 |
| Interest in Northern Non-Participation Life fund (P) | 90.0 | 90.0 | 90.0 |
| 1,210.1 | 1,235.0 | ||
| REPRESENTED BY: INVESTMENTS |
1,708.3 | ||
| Government securities | 1,477.3 | 1,252.7 | 1,792.4 |
| Debentures | 637.1 | 585.1 | 423.2 |
| Preference shares | 36.2 | 37.0 | 60.9 |
| Ordinary shares | 1,119.7 | 1,035.7 | 1,238.7 |
| Cash deposits | 309.1 | 274.2 | 221.5 |
| Property | 365.9 | 395.9 | 387.7 |
| Mortgages and loans | 418.5 | 495.3 | 495.1 |
| Total investments (J, K & 17) | 4,363.8 | 4,075.9 | 4,619.5 |
| LIFE ASSETS | 11,055.1 | 9,802.1 | 9,269.1 |
| Valuation of Northern Non-Participation Life fund (P) OTHER ASSETS |
90.0 | 90.0 | 90.0 |
| Associated undertakings (N & 19) | 109.2 | 116.6 | 118.5 |
| Agents, companies and sundry assets (D & 20) | 1,936.3 | 1,655.2 | 1,655.2 |
| TOTAL ASSETS | 17,554.4 | 15,739.8 | 15,752.3 |
| LESS: LIABILITIES AND PROVISIONS GENERAL INSURANCE UNDERWRITING Outstanding claims and provisions $(C < 21)$ |
|||
| Unearned premiums (B, E & 22) | 3,157.6 | 2,825.4 | 2,840.6 |
| 1,079.3 | 983.3 | 992.9 | |
| Total general insurance underwriting | 4,236.9 | 3,808.7 | 3,833.5 |
| LIFE LIABILITIES AND RESERVES OTHER LIABILITIES |
10,587.6 | 9,396.0 | 8,874.6 |
| Loan capital and other loans (L & 23) | 407.2 | 414.5 | 430.7 |
| Agents, companies and sundry liabilities (24) | 1,112.6 | 885.6 | 905.2 |
| TOTAL LIABILITIES AND PROVISIONS | 16,344.3 | 14,504.8 | 14,044.0 |
| 1,210.1 | 1,235.0 | 1,708.3 |
| 1991 | 1990 | Year ended 31 December | Consolidated 1989 |
|||
|---|---|---|---|---|---|---|
| CASH FLOW STATEMENT | £т | $\mathcal{L}^{\mathbf{m}}$ | $\mathcal{L}^{\mathbf{m}}$ | £m | ₹m | £m |
| OPERATING ACTIVITIES Net cash inflow from operating activities (27A) SERVICING OF FINANCE |
192.7 | 259.8 | 358.5 | |||
| Interest paid | (32.1) | (33.2) | ||||
| Dividends paid | (99.0) | (95.5) | (45.5) (73.4) |
|||
| Net cash outflow from servicing of finance TAXATION |
(131.1) | (128.7) | (118.9) | |||
| Corporation tax paid (including advance | ||||||
| corporation tax) INVESTING ACTIVITIES |
(30.5) | (39.6) | (79.7) | |||
| (Purchases) less sales of investments, excluding cash deposits (27B) |
||||||
| Government securities | (122.1) | |||||
| Debentures | 8.2 | 294.9 | (100.5) | |||
| Preference shares | 2.5 | (217.8) 5.1 |
(96.8) | |||
| Ordinary shares | 40.3 | (65.5) | 20.3 | |||
| Property | 1.9 | (15.5) | (23.9) (10.6) |
|||
| Mortgages and loans | 83.7 | (21.7) | (54.7) | |||
| 14.5 | (20.5) | (266.2) | ||||
| Acquisitions and disposals of subsidiaries and related items |
||||||
| (22.9) | (12.9) | (11.4) | ||||
| Net cash outflow from investing activities | (8.4) | (33.4) | (277.6) | |||
| Net cash inflow/(outflow) before financing activities |
22.7 | 58.1 | (117.7) | |||
| FINANCING ACTIVITIES | ||||||
| Issue of ordinary share capital (27C) Net (decrease)/increase in loan capital and |
36.4 | 11.9 | 9.0 | |||
| cther loans (27C) | (26.1) | (5.5) | 42.1 | |||
| Ne: cash inflow from financing activities | 10.3 | 6.4 | 51.1 | |||
| Increase in cash and cash equivalents (27D) | 33.0 | 64.5 | (66.6) |
16 $\hat{\mathcal{A}}$
| LIFE BALANCE SHEET | 1991 $\pounds$ m |
1990 £m |
Consolidated At 31 December 1989 $\mathcal{L}^{\mathbf{m}}$ |
|---|---|---|---|
| LIFE FUNDS $(G, 5A & 25)$ OTHER LIABILITIES |
9,624.9 | 8,478.7 | 8,162.4 |
| Outstanding claims and provisions | 58.4 | 47.9 | 41.9 |
| Agents and companies | 622.6 | 574.9 | 502.6 |
| Loans $(23)$ | 281.7 | 294.5 | 167.7 |
| TOTAL LIFE LIABILITIES AND RESERVES | 10,587.6 | 9,396.0 | |
| Shareholders' funds in life companies | 467.5 | 406.1 | 8,874.6 394.5 |
| TOTAL LIFE LIABILITIES AND SHAREHOLDERS' FUNDS | 11,055.1 | 9,802.1 | |
| REPRESENTED BY: INVESTMENTS |
9,269.1 | ||
| Government securities | 1,835.3 | ||
| Debentures | 1,293.1 | 1,503.3 893.8 |
1,178.1 |
| Preference shares | 99.2 | 1,008.6 | |
| Ordinary shares | 2,916.2 | 17.2 | 23.3 |
| Cash deposits | 311.8 | 2,559.7 | 2,993.5 |
| Property | 351.7 | 161.3 | |
| Mortgages and loans | 1,657.0. | 1,451.7 | 1,375.6 |
| Total investments (J, K, 17 & 25) | 3,764.6 | 3,698.4 | 3,863.0 |
| Investment reserves (J) | 11,877.2 | 10,475.8 | 10,603.4 |
| (1,510.1) | (1, 257.2) | (1,799.4) | |
| Value of investments after investment reserves 10,367.1 OTHER ASSETS |
9,218.6 | 8,804.0 | |
| Agents and companies | 620.8 | 554.6 | 448.6 |
| Bank balances | 67.2 | 28.9 | 16.5 |
| TOTAL LIFE ASSETS 11,055.1 |
9,802.1 | 9,269.1 |
| MOVEMENTS IN LIFE FUNDS | 1991 £m |
1990 £m |
Consolidated Year ended 31 December 1989 |
|---|---|---|---|
| Total life funds at 1 Janaury Adjustments to opening funds (29C) |
8,478.7 108.2 |
8,162.4 (348.2) |
$\mathcal{L}$ m 6,493.0 699.9 |
| Net premiums Investment income net of loan interest (17H) Transfer from investment reserves (J) |
8,586.9 1,361.4 773.3 210.9 |
7,814.2 1,163.6 685.8 6.6 |
7,192.9 1,023.5 668.5 328.7 |
| Claims, surrenders and annuities (4) Commission and expenses (29C) Taxation (Q & 8C) Shareholders' profits after taxation (G, 5 & 8A) |
10,932.5 (876.4) (316.7) (30.1) (84.4) |
9,670.2 (814.1) (261.2) (42.0) (74.2) |
9,213.6 (706.5) (245.3) (30.1) (69.3) |
| Total life funds at 31 December | 9,624.9 | 8,478.7 | 8,162.4 |
The consolidated accounts have been prepared in accordance with section 255A of, and the special provisions relating to insurance companies of schedule 9 to, the Companies Act 1985 and with the statement of recommended practice on accounting for insurance business issued by the Association of British Insurers. The accounting policies adopted reflect United Kingdom financial reporting standards and statements of standard accounting practice as considered appropriate for an insurance company.
The profit and loss account reflects all non-life income and expenditure (together with life profits due to shareholders), other than items charged to provisions set up in earlier years and the following items which are taken directly to reserves after taxation:
The general insurance underwriting result is determined on an annual basis with the following exceptions:
Income and expenditure of life operations is reflected in the movements in life funds except for:
General insurance premiums written reflect business incepted during the year, with the exception of London market marine and aviation, and non-marine proportional and nonproportional reinsurance business which are accounted for when receivable. Life premiums are accounted for when payment falls due, except for investment-linked premiums which are accounted for when received.
General insurance unearned premiums are those proportions of the premiums written in a year that relate to the periods of risk subsequent to the balance sheet date. They are computed principally on either the daily or monthly pro-rata basis.
General insurance claims incurred comprise all claims occurring during the year, whether reported or not, together with related administrative expenses, and any adjustments to claims outstanding from previous years. Where applicable, deductions are made for salvage and other recoveries. Significant delays are experienced in the notification of certain general insurance claims, particularly in respect of liability and marine business, the ultimate cost of which cannot be known with certainty at the balance sheet date. Life claims reflect the cost of all claims arising during the year.
Outstanding claims and provisions as shown in the consolidated balance sheet are based upon the estimated ultimate cost of all claims incurred but not settled at the date of the balance sheet, whether reported or not, together with related administrative expenses, subject to certain claims which are discounted. This discounting applies in the United States to some workers' compensation claims and, in the Netherlands, to permanent health and injury claims in accordance with industry practice in those countries. Additionally, within the United States. claims provisions in respect of certain discontinued business are determined after taking account of the estimated future investment earnings from matched assets. Outstanding claims and provisions also include the funds in respect of London market marine and aviation and non-marine reinsurance business.
Deferred acquisition costs, which are included in agents, companies and sundry assets in the consolidated balance sheet, represent a proportion of commission and other acquisition costs.
Provision is made for any overall excess of expected claims and deferred acquisition costs over unearned premiums, after taking account of investment income on the relevant general insurance provisions.
Investment income comprises interest, dividends and rents receivable for the year, after adding back any related tax eredit. Interest includes the interest rate differential on forward foreign exchange contracts. No depreciation charge is made in respect of investment property occupied by the Group since such property represents an immaterial proportion of total assets.
Life profits accrue to the Group as a result of annual actuarial valuations of the life funds, which are based on local practice, subject to movements to or from investment reserves made on the advice of the Group Actuary. The profits included in the profit and loss account are stated before taxation, with the related taxation being included in the taxation charge. Within the movements in life funds, the profits are stated after taxation.
The Group operates defined-benefit pension schemes covering the majority of employees and contributions are made on a going-concern basis as recommended by actuaries. Where separate pension schemes exist, they are fully funded on a discontinuance actuarial valuation basis. The pension costs, which are included in expenses, are calculated on actuarial valuation methods which give a substantially even charge over the expected service lives of employees.
In the consolidated balance sheet fixed assets, including motor cars and computer equipment, are capitalised and depreciated over the estimated length of their useful lives. The depreciation charge for the year is included in expenses.
Investments are stated at their market values at the end of the year which comprise, for this purpose, stock exchange values for listed securities, directors' valuations for unlisted securities, and redemption values for mortgages and loans. Properties are valued by the directors, acting on advice from qualified members of staff, at open market value with the exception of trading properties, which are included at the lower of cost or directors' valuation.
In the life balance sheet, realised and unrealised investment gains and losses, together with certain other items, are included in the investment reserve, which is deducted from total investments. In addition, movements in investment values for unit-linked operations, where policyholders' benefits are determined by investment performance, are reflected in transfers to or from the investment reserve. Other such transfers are made on the advice of the Group Actuary.
The Group makes use of financial instruments, including forward foreign exchange contracts, interest rate swaps, futures and options, in order to hedge its exposure to movements in exchange rates, interest rates and investment values. The interest rate differential reflected in forward foreign exchange contracts is included in investment income while the effect of currency movements on these contracts is taken direct to reserves. Interest rate swaps are accounted for on an accruals basis with interest paid and received being offset within loan interest. Futures contracts are valued at market value and shown in the balance sheet under the category of investments to which the contracts relate. Purchased options on open contracts are included at market value in the balance sheet under the relevant investment category.
Borrowings issued at a discount are included in the consolidated balance sheet at their issue price together with amortised discount to the balance sheet date. The discount, amortised on a compound basis, has been charged to loan interest in the profit and loss account.
The results of certain subsidiaries, each of which is immaterial, are consolidated on the basis of audited accounts prepared to dates before 31 December 1991. A number of overseas subsidiaries, which do not represent a material part of the Group's income or assets, have not been consolidated but have been treated as investments.
Companies in which the Group has an equity interest in excess of 20% and not more than 50% and where significant influence is exercised are classified as associated undertakings. Within the consolidated profit and loss account, the appropriate proportion of the operating profit or loss before taxation of these companies is shown as 'associated undertakings' earnings' and that of realised investment gains within that heading. The appropriate proportion of shareholders' funds is included in the consolidated balance sheet at net asset value. A number of associated undertakings, which do not represent a material part of the Group's income or assets, have been treated as investments.
Goodwill arising on acquisition of subsidiaries and agencies is written off directly to reserves.
The value of the shareholders' interest in the existing business of the Northern Non-Part cipation Life fund, after taking account of taxation, is included in the consolidated balance sheet at the directors' valuation based on the advice of the Group Actuary. No embedded value has been included for other Group life funds, which the directors know to be of substantial value to shareholders.
The taxation charge in the profit and loss account is based on the taxable profits for the year and includes the amount of taxation attributable to the shareholders' proportion of life profits. In the movements in life funds, the taxation charge is based on the method of assessing taxation for life funds applicable in the relevant territory of operation. Provision is only made for deferred taxation where it is expected that a liability will crystallise in the foreseeable future. No provision is made for taxation that might arise if profits retained by overseas subsidiary and associated undertakings were remitted to the United Kingdom.
Assets, liabilities and revenue transactions in non-sterling currencies are translated into sterling at the relevant rates of exchange ruling at 31 December. The resulting exchange differences are taken direct to reserves.
| Principal rates of exchange used for translation are: |
1991 |
1990 |
|---|---|---|
| Netherlands | Fls 3.20 | Fls 3.26 |
| United States | S1.87 | S 1 93 |
| Canada ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
CS 2.16 |
CS2.24 |
The analysis of the general insurance underwriting
| result is: | ∤m | 1991 $\mathcal{L}$ m |
⊉ m | 1990 ∤ m |
|---|---|---|---|---|
| Gross premiums written (B) | 3,352.4 | 2.981.7 | ||
| Outward reinsurance | (606.8) | (549.7) | ||
| Net premiums written | 2,745.6 | 2,432.0 | ||
| Transfer to unearned premiums (B) | (99.2) | (70.9) | ||
| Net premiums earned | 2,646.4 | 2,361.1 | ||
| Gross claims incurred (C) | (2, 915.7) | (2,629.6) | ||
| Outward reinsurance | 671.1 | 717.5 | ||
| Net claims incurred | (2, 244.6) | (1, 912.1) | ||
| Commission | (499.0) | (435.6) | ||
| Expenses | (387.8) | (379.8) | ||
| Transfer to deferred acquisition costs (D) | 22.4 | 21.6 | ||
| ,,,,,,,,,,,,,,,,,,,,,,,, | (3, 109.0) | (2,705.9) | ||
| lerwriting result (A) | **** | (462.6` | (344.8) |
| (A) The analysis of gross premiums by business segment and class of insurance business is: |
1991 | 1990. |
|---|---|---|
| £m. ,,,,,,,,,,,,,,,,,,,,,,,, |
4 m | |
| GENERAL | ||
| Gross premiums written | ||
| Fire | 978.3 | 858.4 |
| Motor | 967.3 | 890.1 |
| Other accident | ||
| 885.6 | 810.0 | |
| Marine, aviation and transport | 521.2 |
423.2 ,,,,,,,,,,,,,,,,,,,,,, |
| -------------------------------------- | 3,352.4 |
*** |
| New business | Total premiums written | ||||||
|---|---|---|---|---|---|---|---|
| Annualised regular premiums |
Single premiums | ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | |||||
| LIFE ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
1991 £m. |
1990 Łm |
1991 £т |
1990 £m. |
1991 £m. ,,,,,,,,,,,,,,,,,,,,,,,, |
1990 £m. |
|
| Gross premium written | |||||||
| Life | |||||||
| - non-linked | 92.4 | 83.8 | 194.7 | 203.2 | 743.6 | 695.3 | |
| $-\nln!$ | 20.3 | 25.5 | 149.2 | 66.2 | 208.7 | 112.2 | |
| Annuity: | |||||||
| - non-linked | 33.5 | 29.2 | 269.0 | 211.7 | 490.7 | 407.9 | |
| $-\ln$ ked | 0.1 | 0.3 | 2.3 | 2.3 | 2.4 | 2.8 | |
| Permanent health | 1.9 | 2.0 | 0.2 | 11.7 | 9.7 | ||
| Pension funds management | 2.1 | 1.4 *** |
2.1 ***** |
12.9 |
10.7 ****** |
19.8 | |
| 150.3 |
42.2 **** |
*** | 1,467.8 | 1,247.7 |
| (B) Life and general premium income by territory of origin is: |
1991 4 m |
1990. ∤m |
|---|---|---|
| United Kingdom | 1,919.4 |
1.659.5 |
| Continental Europe | 1,487.7 | 1.270.3 |
| North America | 1,257.3 | 1.159.9 |
| Overseas ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
155.8 |
139.7 |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | 4.820.2 |
*** |
(C) It is the nature of commercial insurance business that the risk covered may not be located where it is underwritten. In respect of most of the Group's insurance business, the risk is underwritten where it is located and, therefore, turnover by destination does not differ materially from turnover by origin.
Within the movements in life funds, claims, surrenders and annuities
| comprise: |
1991 | 1990 ۱m. |
|---|---|---|
| Gross claims, surrenders and annuities | 913.4 |
839.3 |
| Outward reinsurance |
37.0 | (25.2) |
876.4 ,,,,,,,,,,,,,,,,,,,,,,,,, |
8141 ACAAAAAAAAAAAAAAAAAA |
(A) The Group underwrites life business in many territories through a number of funds as follows:
(B) Shareholders' profits, before taxation, from life business for the year released to the profit and loss
| account are: |
£m. | 1991 | 1990 | |
|---|---|---|---|---|
| United Kingdom | £т ,,,,,,,,,,,,,,,,, |
£m ,,,,,,,,,,,,,,,,,,,,,, |
£m |
|
| Commercial Union Life | ||||
| — annual | 22.6 | |||
| - special bonus | 3.3 | 20.5 | ||
| Northern Non-Participation Life | ||||
| Other life | 16.0 | 16.0 | ||
| 3.5 | 2.4 | |||
| Continental Europe | 45.4 | 38.9 | ||
| Delta Lloyd Life | ||||
| Other life | 59.1 | 55.5 | ||
| 2.8 | 3.9 | |||
| North America | 61.9 | 59.4 | ||
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | ,,,,,,,,,,,,,,,,,,,,,,,, | 7.0 ,,,,,,,,,,,,,,,,,,,,,,,,, |
3.7 **** |
|
| 14.3 ,,,,,,,,,,,,,,,,,,,,,,, |
Prosessenses | 102.0 |
$\overline{\cancel{1}}$ 245,001 - $\overline{\cancel{1}}$ 250,000
$\frac{270,001}{275,000}$
| (A) Total emoluments are: | 1991 | 1990 |
|---|---|---|
| In respect of services as directors | ||
| Other emoluments (including pension contributions on behalf of executive directors) |
141,460 | 152,457 |
| 660,607 | 718,489 | |
| 802,067 | 870,946 | |
| (B) The emoluments of the individual directors (including the Chairman and highest paid director) fall within the following ranges: $\text{\pounds}5,001 - \text{\pounds}10,000$ |
1991 No. |
1990 No |
| $\pounds$ 10,001 - $\pounds$ 15,000 | ||
| $\pounds$ ,20,001 - $\pounds$ ,25,000 | ||
| $\pounds$ 50,001 - $\pounds$ 55,000 | ||
| $\pounds$ 60,001 - $\pounds$ ,65,000 | ||
| $\angle$ 185,001 - $\angle$ 190,000 | ||
| $£190,001 - £195,000$ | ||
| $£195,001 - £200,000$ |
$\mathbf{1}$ The emoluments in the table above exclude pension contributions. No performance-related earnings were payable during 1991.
$\mathbf{1}$
$\mathbf{1}$
| (C) Chairman's emoluments and highest paid director: | 1991 | 1990. |
|---|---|---|
N. H. Baring (1990 from 17 April 1990) |
. | |
| A. B. Marshall (1990 to 17 April 1990) | 63,622 | 46.904 |
| Highest paid director | 23.293 | |
| ,75, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
248,629 . |
274,214 |
24
Total remuneration for 1991 of the auditor is $\text{\textsterling}1.434\text{m}$ (1990 $\text{\textsterling}1.334\text{m}$ ), of which $\text{\textsterling}0.003\text{m}$ (1990 $\zeta$ 0.003m) relates to the Company.
(A) Profit and loss account
| United Kingdom and overseas taxation charged in the profit and loss account comprises: |
1991 ∫m |
1990. |
|---|---|---|
| United Kingdom corporation tax at 33.25% (1990 35%) based on taxable | £m. | |
| profits for the year | ||
| Tax credit on United Kingdom dividends received | (6.6) | (5.0) |
| Overseas taxation | 3.8 | 4.0 |
| Relief for overseas taxation | 15.6 | 12.3 |
| (13.6) | ||
| Taxation attributable to shareholders' life profits | 29.9 | 27.8 |
| Associated undertakings | 2.7 | |
| ,,,,,,,,,,,,,,,,,,,,,,,, 45.4 |
26 9 |
|
| Credited to operating result | ,,,,,,,,,,,,,,,,,,,,,,,, | |
| Charged to realised investment gains | (4.2) | (0.6) |
| 49.6 |
27.5 ****** |
|
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | ***** |
The charge of £45.4m (1990 £26.9m) includes deferred taxation relief of £3.8m (1990 relief $f_{\text{t}}(10.1\text{m})$ arising from short-term timing differences.
The provision for deferred taxation (excluding amounts relating to life
| business which are given in paragraph (C)), included within agents, companies and sundry liabilities comprises: |
1991 £m |
Consolidated 1990 $\pounds$ m |
|---|---|---|
| Unrealised gains on investments | 31.8 | |
| Provisions and other timing differences | 49.0 | 29.1 |
| Advance corporation tax recoverable | (21.1) | 56.6 (20.0) |
| 59.7 | 65.7 | |
| The potential amount of taxation (excluding amounts relating to life business which are given in paragraph (C)) not expected to become a liability in the foreseeable future, for which provision has not been made, is: |
1991 £m |
Consolidated 1990 |
| Unrealised gains on investments | 43.9 | ∬m |
| Provisions and other timing differences less tax losses carried forward | 52.2 | 100.7 9.3 |
| 96.1 | 110.0 | |
| (C) Life United Kingdom and overseas taxation, charged in the movements in life funds comprises: |
1991 £≖ |
1990 £m |
| United Kingdom corporation tax based on profits and income for the year | 9.3 | 11.6 |
| Tax credit on United Kingdom dividends received (net of available reliefs) | 2.8 | 12.8 |
| Overseas taxation | 18.0 | 17.6 |
| 30.1 | 42.0 |
The charge of £30.1m (1990 £42.0m) includes deferred taxation relief of £4.9m (1990 relief $\sqrt{(11.0m)}$ arising from short-term timing differences.
The potential amount of taxation, arising on that proportion of unrealised gains on investments, net of investment reserve and other timing differences reflected in these accounts, is $£87.0m$ (1990 (179.0m). No provision is made for this amount in the life balance sheet, except in the case of unit-linked funds, since it is not expected to become a liability in the foreseeable future.
The profit attributable to shareholders dealt with in the profit and loss account of Commercial Union plc for the year ended 31 December 1991, including dividends paid or proposed by subsidiaries, is £102.8m (1990 £158.2m). As permitted by section 230 of the Companies Act 1985, the profit and loss account of the Company has not been included in these accounts.
| Dividends in the profit and loss account comprise: |
1991 t m |
1990 ∔.m |
|---|---|---|
| Freference | 0.1 |
**** |
| Ordinary | ||
| Interim - 9.25p $(1990 9.00p)$ | 40.7 | 38.5 |
| Final - 14.40p (1990 14.00p) | 63.3 | 60.0 |
| 1990 Final dividend on new shares |
0.7 | |
104.8 |
**** |
| (A) The operating (loss)/profit before taxation and net | Operating (loss)/profit hefore taxation |
Net assets | ||
|---|---|---|---|---|
| assets by business segment are: |
1991 ∤.m |
1990 √ m |
1991 ∦.m |
1990 ∠m |
| Life | ------------------------ 114.3 |
102.0 |
****** 557.5 |
496.1 |
| General insurance and non-insurance | (93.9) | (40.8) | 1,724.7 | 1.464.3 |
| Unallocated liabilities (dividends and tax) Central financing |
(149.7) | (126.9) | ||
| (89.0) | (59.8) | (922.4) | (598.5) | |
| (68.6) ,,,,,,,,,,,,,,,,,,,,,,,, |
14. |
(.210.1 | 1.235.0 |
| (E) The operating (loss)/profit before taxation and net | Operating (loss)/profit before taxation |
Net assets | ||
|---|---|---|---|---|
| assets by territory are: |
1991 £щ |
1990 £т |
1991 £m |
1990 ∤.m |
| United Kingdom | (39.7) | 2.3 |
. 678.1 |
551.0 |
| Continental Europe | 34.7 | 43.7 | 785.7 | 775.8 |
| North America | 40.0 | 22.5 | 703.0 | 525.7 |
| Overseas | 7.1 | 1.9 | 104.3 | 96.8 |
| Group reinsurance retentions | (21.7) | (9.2) | 11.1 | 11.1 |
| Unallocated liabilities (dividends and tax) Central financing |
(149.7) | (126.9) | ||
| (89.0) . |
(59.8) | (922.4) --------- |
(598.5) | |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | (68.6) ****** |
*** | 1.210.1 | 1.235.0 |
Group reinsurance retentions consist of certain reinsurance covers which are retained at Group level rather than being placed in external markets. Central financing comprises external and intra-group borrowings which are not allocated to territories.
| (A) The share capital of the Company is: | 1991 €m |
1990. ∫m |
|---|---|---|
| Authorised | ||
| 1,750,000 3.5% cumulative redeemable preference shares of $\pounds$ 1 each | 1.8 | 1.8. |
| 440,072,688 (1990 429,400,881) ordinary shares of 25p each | 110.0 | 107.3 |
| 152,927,312 (1990 163,599,119) unissued shares of 25p each | 38.2 ,,,,,,,,,,,,,,,,,,,,,,, |
40 Q |
| 150.0 |
||
| Issued and paid up | *** | |
| 1,750,000 3.5% cumulative redeemable preference shares of $\text{\large\it \pounds}1$ each, redeemable 1989/2009 |
||
| 1.8 | 18 | |
| 440,072,688 (1990 429,400,881) ordinary shares of 25p each | 110.A ***** |
107.3 |
| 109.1 |
(B) At 31 December 1991, 86,344 (1990 91,335) ordinary shares of 25p each, 5% paid, remained in issue to 13 participants (1990 15) under an executive share incentive scheme which was introduced in 1970 and has been discontinued.
(C) The whole or any part (to be determined by drawings) of the 3.5% cumulative redeemable preference shares may be redeemed by the Company at par on or before 1 July 2009, or as soon thereafter as the Company shall be able to comply with the statutory provisions relating to such redemption.
(D) At 31 December 1991, options to subscribe for ordinary shares of 25p each in the Company, granted under the Savings Related Share Option Schemes, were outstanding as follows:
| Year options granted | Subscription price | Number of shares | Normally | ||
|---|---|---|---|---|---|
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | 5 year term . |
/ year term | exercisable | ||
| 1986 | 276.3 p | 23,678 | ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 403,109 |
1991 or 1993 |
|
| 1987 | 294.3 p | 85,797 | 56.654 | 1992 or 1994 | |
| 1988 | 305.7 p | 142,813 | 83,731 | 1993 or 1995 | |
| 1989 | 333.3 p | 170,227 | 77.389 | 1994 or 1996 | |
| 1990 | 383.2 p | 670,497 | 523,587 | 1996 or 1998 | |
| 1991 |
426.4 p |
639.078 |
340.535 ****** |
1996 or 1998 |
During 1991, 622 options were exercised by participants under the above Schemes and, accordingly, 447,122 ordinary shares in the Company were issued with an aggregate nominal value of $£111,781.$
(E) At 31 December 1991, options to subscribe for ordinary shares of 25p each in the Company, granted under the Executive Share Option Schemes, were outstanding as follows:
| Year options granted ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
Subscription price | Number of shares | Normally exercisable |
|---|---|---|---|
| 1987 | 329.00p |
||
| 1988 | 286,950 | 1990 to 1997 | |
| 1989 | 339.67p | 123,379 | 1991 to 1998 |
| 1990 | 378.00 p | 413,031 | 1992 to 1999 |
| 468.33 p | 196,878 | 1993 to 2000 | |
| 1990 | 462.33 p | 177,896 | 1993 to 2000 |
| 1990 (Netherlands Scheme) | 504.33 p | 514,950 | 1990 to 1995 |
| 1991 | 531.00 p | ||
| 1991 | 157,952 | 1994 to 2001 | |
| 1991 (Netherlands Scheme) | 488.67p | 1,300,931 | 1994 to 2001 |
| 1991 (Netherlands Scheme) | 488.67p | 9,918 | 1991 to 1996 |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | 517.00 p ***** |
26,815 | 1991 to 1996 |
During 1991, 11 options were exercised by participants under the above Schemes and, accordingly, 127,969 ordinary shares in the Company were issued with an aggregate nominal value of $£31,992.$
(F) 487,281 ordinary shares of 25p each, with an aggregate nominal value of £121,820, were issued in lieu of cash dividends as follows:
Dividend
| Price . |
Shares Issued . |
|
|---|---|---|
| Final 1990, paid 17 May 1991 | 530.0 p | 332,900 |
| Interim 1991, paid 15 November 1991 | 531.4p . |
154.381 |
(G) During the year, 9,609,435 ordinary shares of 25p each in the Company, with an aggregate nominal value of $\text{\textsterling}2,402,359$ , were issued pursuant to the exercise of 39,545 warrants attached to the Sfr 200m 4.5% guaranteed bonds issued in 1986 by Commercial Union Finance BV, a wholly-owned subsidiary of the Company. Warrant holders were entitled to subscribe for 243 ordinary shares per Sfr 5,000 bond held at a subscription price of 365p per share. The entitlement to exercise warrants expired on 11 June 1991.
| Movements in share premium comprise: |
1991 | 1990. |
|---|---|---|
| Executive Share Option Scheme | ľт |
₹m. |
| Savings Related Share Option Scheme | 0.4 | 0.6 |
| Sfr 200m 4.5% guaranteed bonds (12G) | 1.1 | |
| Shares in lieu of dividends | 32.3 | |
| Preliminary expenses | (0.1) | 7.1 |
| ,,,,,,,,,,,,,,,,,,,,,,,, | (0.8) |
|
| Movements in share premium Balance at 1 January |
33.7 | 6.9 |
| 6.ዓ ----------------------- |
||
| Balance at 31 December ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
In 1991, the Company revised its treatment of scrip dividends in respect of the 1990 final and 1991 interim dividends, so that the issue of shares in lieu of dividends is considered as a bonus issue under the terms of the Companies Act 1985 and the respective nominal value of the shares issued is charged to the share premium account. This accounting treatment was not used in 1990 as there was no share premium account in the Parent Company when it was incorporated in February 1990.
The capital reserve arises on the consolidation, under the merger relief provisions of the Companies Act 1985, of Commercial Union Assurance Company plc and represents its share premium account.
| Movements in retained profits and reserves comprise: | 1991 £m |
1990 ' m |
|---|---|---|
| Profit and loss account transfer | (120.3) |
(76.4) |
| Foreign exchange gains less losses (R) | 33.8 | (146.7) |
| Adjustments arising on acquisition and disposal of subsidiaries and related | ||
| items $(O)$ | (24.0) | (6.2) |
| Shares in lieu of dividends | 25 |
|
| Movements in retained profits and reserves | (108.0) | **** 229.3) |
| Balance at 1 January | 441 A | |
| Balance at 31 December |
***** |
Adjustments arising on acquisition and disposal of subsidiaries and related items include a charge of $f$ 17.2m in respect of the dilution in the Group's holding in Delta Lloyd Investment Fund NV, as explained in note 17(A).
The shares in lieu of dividends amount of $f$ 2.5m is in respect of the transfer to retained profits and reserves from the ordinary dividend account, arising from the treatment of the shares issued in lieu of the 1990 final and 1991 interim dividends, as explained in note 13.
The net cumulative amount of goodwill charged to the Group's retained profits and reserves, attributable to subsidiary undertakings acquired after 1 January 1968 and not subsequently sold, is $\text{\large\it\pounds}$ 14.6m. Similar information relating to subsidiary undertakings acquired before 1968 is not readily available.
Movements in unrealised investment gains after
| taxation comprise: |
£т | 1991 £m |
£т. | 1990 l m |
|---|---|---|---|---|
| Total gains/(losses) | ,,,,,,,,,,,,,,,,,,,,,,, | ,,,,,,,,,,,,,,,,,,,,,,,,, | *** | *** |
| Securities | 124.2 | (233.6) | ||
| Properties | (27.7) | (1.5) | ||
| 96.5 | (235.1) | |||
| Less: | ||||
| Realised gains included in the profit and loss account | ||||
| Securities | (44.4) | (17.0) | ||
| Properties | (5.4) | (3.8) | ||
| (49.8) | ,,,,,,,,,,,,,,,,,,,,,,, | $\left( 20.8\right)$ | ||
| Movements in unrealised investment gains after | ||||
| taxation | 46.7 | (255.9) | ||
| Balance at 1 January | ----------------------- | 386.2 ,,,,,,,,,,,,,,,,,,,,,,,,, |
642.1 | |
| Balance at 31 December | 432.9 | ,,,,,,,,,,,,,,,,,,,,,, | *** 386.2 |
29
(A) in addition to the principal associated undertakings detailed in note 19, the Group holds investments exceeding 10% of a class of the equity capital of a number of other companies in the United Kingdom and elsewhere. These include a subsidiary's 30.0% shareholding in Midland Life Limited, an authorised life assurance company jointly-owned with Midland Bank plc. These investments do not represent a material part of the assets or investment income of the Group.
The Group's investment in its former subsidiary, Delta Lloyd Investment Fund NV, was diluted during the year to a 24.5% shareholding at 31 December 1991. As a consequence of this dilution, a charge of £17.2m has been made to retained profits and reserves. As this company invests mainly in equiries and all dividends received are passed on to the shareholders, the Group's interest has been shown as an investment in these accounts. The economic benefits of ownership of an additional holding of 26.6% belong to the Delta Lloyd Pension Fund.
(B) In carrying on the business of investment, the Group has entered into future commitments, including property development, after 31 December 1991. These amounts are not reflected in the consolidated balance sheets on pages 15 and 17. The Group has in hand a number of property developments which will require expenditure of $\text{\textsterling}33.5m$ (1990 $\text{\textsterling}25.0m$ ) for general insurance funds and $\text{\textsterling}32.3\text{m}$ (1990 $\text{\textsterling}56.0\text{m}$ ) for life funds. Of these amounts, $\text{\textsterling}32.8\text{m}$ (1990 $\text{\textsterling}13.4\text{m}$ ) and $\text{\textsterling}21.4\text{m}$ (1990 $L$ 41.2m) respectively have been the subject of signed contracts.
(C) Included within debentures in the consolidated balance sheet are interests in United Kingdom leases amounting to £33.6m (1990 £54.7m) and United States leveraged leases of £28.4m (1990 £36.6m). These leases are consolidated to reflect their remaining equity value, which is stated net of non-recourse debt in respect of United States leveraged leases.
(D) Prior to 31 December 1991, the Group sold equity futures, maturing in 1992, amounting to £96.5m (1990 £59.9m) for life and purchased gilts futures amounting to £80.1m (1990 £35.2m) and $\sqrt{2}$ , 125.4m (1990 $\sqrt{2}$ 45.3m) for general insurance and life respectively. No adjustment has been made to the classification of existing investments to reflect the settlement of these transactions.
(E) The valuation of properties has been undertaken by qualified members of staff reporting to the Managing Director of Commercial Union Properties Limited, who is a Fellow of The Royal Institution of Chartered Surveyors.
(F) During the year, a subsidiary company entered into an agreement to finance certain United Kingdom staff residential mortgages with deposits from a third party on a non-recourse basis. The mortgages and related deposits no longer represent an economic benefit or risk to the Group and consequently have not been included in the consolidated balance sheet. The principal amount of these mortgages at the date of the agreement and the balance as at 31 December 1991 were $\text{\textsterling}124.0\text{m}$ and £122.4m respectively. The interest paid since the date of the agreement, which is included in expenses net of amounts paid by employees, amounted to $\text{\large\it \pounds}\text{1.8m.}$
| (G) The total non-life investment return is: ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
1991 £m. |
1990 l m |
|---|---|---|
| Investment income | 332.1 | 306.2 |
| Investment expenses | (12.2) | (15.0) |
| Loan interest | (48.3) |
(47.7) **** |
| Investment income net of loan interest | 271.6 | 243.5 |
| Realised investment gains before taxation | 99.4 | 48.3 |
| Unrealised investment gains/(losses) before taxation | 70.5 | 289.7) |
| Total investment return before taxation | ,,,,,,,,,,,,,,,,,,,,,,,,, |
Investment income net of loan interest is included in the operating result and includes the interest rate differential on forward foreign exchange contracts of $\text{\Leftrightarrow}33\text{m}$ . The comparative amount for 1990 of £9.2m is included in retained profits and reserves under foreign exchange gains less losses.
Realised investment gains after taxation are included in the profit attributable to shareholders. Unrealised investment gains less losses after taxation are taken directly to reserves and included in shareholders' funds. Investment income is after charging the net costs of non-insurance activities amounting to $\text{\emph{L}}8.0\text{m}$ (1990 $\text{\emph{L}}14.5\text{m}$ ). The loan interest in respect of loans which are repayable beyond 5 years included above is $\text{\textsterling}4.4m$ (1990 $\text{\textsterling}5.1m$ ).
(H) In the movements in life funds, investment expenses of $\text{\emph{\textsterling}}21.6\text{m}$ (1990 $\text{\emph{\textsterling}}19.8m)$ and loan interest of $f_1$ 25.6m (1990 $f_2$ 20.2m) are deducted from investment income. The loan interest in respect of loans which are repayable beyond 5 years included above is $\text{\emph{f}}12.7\text{m}$ (1990 $\text{\emph{f}}11.8\text{m}$ ).
(A) Shares in subsidiaries are valued at net asset value computed in accordance with the Company's accounting policies. The resulting gain over book value of $\text{\textsterling}997.6m$ (1990 $\text{\textsterling}1,059.4m$ ) has been credited to the Company's unrealised gains on investments.
(B) Principal subsidiary undertakings are listed on page 53.
| (A) The Group's investments in associated undertakings comprise: | Share of capital l m |
Share of reserves ∤.m |
Total ∤.m |
|---|---|---|---|
| Profit for the year after taxation | 5.4 | 5.4 | |
| Additions | 0.6 | 0.6 | |
| Foreign exchange gains | 0.9 | 0.9 | |
| Realised investment gains after taxation | 1.4 | 1.4 | |
| Unrealised investment losses after taxation | (12.7) | (12.7) | |
| Dividends received | (3.0) | (3.0) | |
| Movements in associated undertakings | 0.6 | (8.0) | (7.4) |
| Balance at 1 January | 18.6 | 98.0 | 16.6 |
| Balance at 31 December | 92 |
Country of
Proportion
(B) The associated undertakings included above are:
| Company | Class of share | held |
incorporation |
|---|---|---|---|
| Commercial Union Assurance | |||
| Comparty of South Africa Limited | Ordinary R0.50 shares | 36.0% | South Africa |
| Compania de Seguros La Republica | |||
| SA | Ordinary shares - no par value | 31.8% | Chile |
| Hibernian Group Public Limited | |||
| Compariy (30.6.91) | Ordinary IR 25p shares | 28.7% | Eire |
| Lion of Kenya Insurance Company | |||
| Limited (30.9.91) | Ordinary K.Sh 20 shares | 26.8% | Kenya |
| National Commercial Union Limited | |||
| (30.6.91) | Ordinary A\$0.50 shares | 45.7% | Australia |
| Plant Safety Limited | "A" Ordinary $\int$ 1 shares | 50.0% | England |
| Seguros La Republica SA | Ordinary M.P.s 10,000 shares | 45.6% | Mexico |
| The British Aviation Insurance | |||
| Company Limited (31.12.90) | Ordinary $f_n$ 1 shares | 29.7% | England |
| The United Nigeria Insurance | |||
| Company Limited (30.9.91) | Ordinary 50 Kobo shares | 22.0% | Nigeria |
All associated undertakings are held by subsidiaries. Where the figures included in the accounts are not for the year ended 31 December 1991, the relevant accounting date is shown in brackets. The principal activity of these companies is the transaction of insurance business with the exception of Plant Safety Limited, which carries on the business of engineering plant inspection.
in the
| --------- | 1991 4m |
1990 $\pm$ m |
|---|---|---|
| Agents, companies and sundry assets comprise: | ||
| Agents, companies and others | 1,539.8 | 1.285.4 |
| Deferred acquisition costs (D) | 280.5 | 249.0 |
| Fixed assets (I) | 76.6 | 72.6 |
| Bank balances | 39.4 |
48.2 ,,,,,,,,,,,,,,,,,,,,,,, |
| 1.936.3 | 1.655.2 |
| General | ||
|---|---|---|
| insurance | ||
| 1991 | 1990 | |
| (A) Outstanding claims and provisions comprise: | 4m |
$+$ m ****** |
| Gross outstanding claims | 4.041.0 | 3.475.9 |
| Outward reinsurance ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
(883.4) |
(650.5) |
| 3.157.6 | 2.825.4 | |
| ***** |
(B) In the United States and the Netherlands, claims on certain classes of business are discounted as follows: $\ddot{\phantom{a}}$ Tracement of
| Class |
Rate |
Mean term of liabilities |
i reatment of investment income |
|
|---|---|---|---|---|
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, United States |
Workers' compensation | 7.5% | 8 years | Profit and loss account |
| Discontinued business | 9.0% | 4 years | Underwriting result | |
| Netherlands | Permanent health | |||
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | and injury ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
4.0% |
8 years ******** |
Underwriting result --------------------------------------- |
The effect of discounting these claims is to reduce outstanding claims and provisions by $\text{\sterling}90.2\text{m}$ (1990 $f(33.6m)$ and to worsen the operating result before taxation by $f(6.3m)$ (1990 $f(7.6m)$ . The United States claims provisions for discontinued business are determined after taking account of the estimated future investment earnings from matched assets.
| Unearned premiums comprise: |
1991 4m |
1990 $\pm m$ |
|---|---|---|
| Gross unearned premiums (B) | 1,213.8 | 1,120.3 |
| Outward reinsurance |
(134.5) |
(137.0) |
| Net unearned premiums | 1.079.3 | 983.3 |
| Unexpired risks (E) | ***** | |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | 1,079.3 |
983 3 **** |
| 43. LUAN CATILILE LITP |
1991 $\mathbf{f}_{\mathbf{m}}$ |
Non-life 1990 £m |
1991 $f_{\rm m}$ |
Life 1990 $\mathcal{L}^{\mathbf{m}}$ |
|---|---|---|---|---|
| Loan capital and other loans comprise: | ||||
| 8.75% Canadian sinking fund debenture 1977/1992 | 3.0 | 3.3 | ||
| 4.5% Swiss franc 200m bonds 2000 | 72.7 | 74.1 | ||
| Medium term notes (average rate 7%) | 16.0 | 46.2 | ||
| Commercial paper (average rate 9%) | 55.4 | 82.5 | ||
| Deep discount loan stock 1993/1996 (average rate 11%) |
146.3 | 131.1 | ||
| Parallel borrowings 1995 (average rate 9%) | 12.7 | 13.5 | ||
| Institutional borrowings 1992/2001 (average rate general 9%, life 8%) |
5.4 2.1 |
7.1 1.9 |
166.3 1.3 |
158.1 1.3 |
| Other loans | 93.6 | 54.8 | 114.1 | 135.1 |
| Bank borrowings | 407.2 | 414.5 | 281.7 | 294.5 |
| Repayable as follows: 1 year or less |
170.1 | 171.4 | 122.5 | 54.9 |
| Between 1 and 2 years | 142.1 | 20.2 | 80.2 | |
| Between 2 and 5 years | 22.2 | 143.8 | 13.5 | |
| 72.8 | 79.1 | 145.7 | 159.4 | |
| After 5 years | 407.2 | 414.5 | 281.7 | 294.5 |
The Swiss franc bonds were issued with warrants entitling the holders to subscribe for shares in the Company at any time before 11 June 1991. The value attributed to these warrants was Sfr 23.6m (£9.3m) which is being amortised over the full term of the bonds. At 31 December 1991, the unamortised amount was Sfr 16.1m ( $\zeta$ 6.4m) (1990 Sfr 17.8m ( $\zeta$ 7.2m)). The bonds are redeemable in total at the option of the issuer at any time on or after 11 June 1991 at a decreasing premium but are shown in the above table as repayable on the due date.
The deep discount loan stock falls due for repayment in three tranches, $\text{\textsterling}140.0\text{m}$ in 1993, £30.0m in 1995 and £6.7m in 1996. The stockholders have options to require all three tranches to be repaid in 1993 or at any time by giving at least 180 days notice. However, repayment before 1993 is not expected but, if made, would be at a reduced amount. In the table above, these loans are included as repayable in the above tranches in 1993, 1995 and 1996 respectively.
Eorrowings exclude intra-group loans, certain of which are guaranteed by third parties.
| --------------------- | 1991 | 1990 |
|---|---|---|
| Agents, companies and sundry liabilities comprise: |
£щ |
£л |
| Agents, companies and others | 797.5 | 577.2 |
| Proposed ordinary dividend | 63.3 | 60.0 |
| UK and overseas taxation $(Q)$ | 156.2 | 133.7 |
| Deferred taxation (Q&8B) | 59.7 | 65.7 |
| Minority interests | 7.3 | 9.8 |
| Bank overdrafts | 28.6 | 39.2 |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | ***** | *** |
Bank overdrafts arise substantially from unpresented cheques.
| LIFE FUNDS 25. |
Commercial Union Life | Delta Lloyd Life | Other life | |||
|---|---|---|---|---|---|---|
| The principal life funds of the Group and their constituent investments are: |
1991 $\mathcal{L}^{\mathbf{m}}$ . . |
1990 $\mathcal{L}^{\mathfrak{m}}$ |
1991 $\pounds$ m |
1990 £m |
1991 $\pounds$ m |
1990 £m |
| Life funds | 2,535.9 | 2,321.0 | 4,645.1 | 4,159.6 | 2,443.9 | 1,998.1 |
| Investments before investment | ||||||
| reserve: | 720.8 | 659.8 | 649.9 | 459.5 | 464.6 | 384.0 |
| Government securities | 357.5 | 284.0 | 168.2 | 56.9 | 767.4 | 552.9 |
| Debentures | 7.3 | 4.1 | 79.1 | 3.1 | 12.8 | 10.0 |
| Preference shares | 1,660.7 | 162.4 | 127.3 | 793.4 | 771.7 | |
| Ordinary shares | 1,960.4 | 63.3 | 64.9 | 134.8 | 168.6 | 153.6 |
| Cash deposits | 78.3 | 575.3 | 601.8 | 506.6 | 516.0 | 369.8 |
| Property | 539.2 | 97.5 | 3,593.8 | 3,536.1 | 74.9 | 64.8 |
| Mortgages and loans | 95.9 | 3,344.7 | 5,320.1 | 4,824.3 | 2,797.7 | 2,306.8 |
| T ata l investments | 3,759.4 |
The directors have been advised by the Group Actuary that the assets of each of the life operations are at least sufficient to meet their respective liabilities at 31 December 1991.
In the United Kingdom, the Netherlands and the United States, there are pension schemes whose membership comprises 80% of pension scheme members throughout the Group. With the exception of the Netherlands, where the scheme is written in the Delta Lloyd Life fund, the assets of these defined-benefit schemes are held in separate trustee-administered funds.
An actuarial valuation has been carried out for each of these schemes within the last twelve months, using appropriate methods for the respective territories and there are no material surpluses or deficiencies.
In the United Kingdom, the valuation carried out by the Group Actuary as at 31 December 1990 assumed a margin between investment return and salary and pension increases of 1.25% and 4.00% per annum respectively. The assets of the fund at market value amounted to $£829.4m$ and the value of the accrued liabilities was £811.9m. Following advice from the Group Actuary, the employers' contribution rate for 1991 was reduced from 10% to 5% of pensionable salaries.
In the Netherlands, the accruing liabilities each year are secured by means of life assurance contracts in the Delta Lloyd Life fund and the premiums are calculated individually for each member.
For the United States scheme, the valuation carried out by independent actuaries at 31 December 1990 assumed a margin of 2.9% per annum between investment return and salary increases. The assets of the funds at market value amounted to $£27.7m$ and the value of accrued liabilities was $\text{\emph{\textbf{1}}23.7m}$ . The employers' contribution rate for 1991 was approximately 7% of salaries.
The 1991 pension costs for the Group were $\text{\emph{\textsterling}}20.9\text{m}$ (1990 $\text{\emph{\textsterling}}23.3\text{m}$ ). There were no significant contributions outstanding or prepaid as at 31 December 1991.
| (A) The reconciliation of operating profit to net cash inflow from operating activities is: |
£m. | 1991 $\pounds$ m |
£m | 1990 $\mathcal{L}$ m |
|---|---|---|---|---|
| Operating (loss)/profit before taxation Adjustments for financing expense and items not involving movements of cash: |
(68.6) | 1.4 | ||
| General insurance underwriting liabilities and | ||||
| provisions | 353.5 | 347.0 | ||
| Agents and other balances | (66.1) | (122.2) | ||
| (Increase)/decrease in sundry assets and liabilities | (10.8) | 26.4 | ||
| (Profits)/losses retained in associated undertakings | (5.1) | 2.8 | ||
| Profits not yet transferred from life funds | (54.7) | (39.3) | ||
| Loan interest expense | 48.3 | 47.7 | ||
| Tax on franked investment income | (3.8) | (4.0) | ||
| 261.3 | 258.4 | |||
| Net cash inflow from operating activities | 192.7 | 259.8 | ||
| (B) Changes in investments, excluding cash deposits, during the year are: | 1991 $\pounds$ m |
1990 $\mathcal{L}^m$ |
||
| Purchases less sales of investments | (14.5) | 20.5 | ||
| Foreign exchange gains/(losses) | 71.7 | (377.7) | ||
| Changes in market value | 195.8 | (239.1) | ||
| Movements in investments | 253.0 | (596.3) | ||
| Balance at 1 January | 3,801.7 | 4,398.0 | ||
| Balance at 31 December | 4,054.7 | 3,801.7 |
Separate figures for purchases and sales of investments are not readily available.
| (C) Changes in financing during the year are: |
Share capital (including share premium and capital reserve) 1990 1991 £m ₫.m |
Loan capital and other loans 1990 1991 £m ιm. |
||
|---|---|---|---|---|
| Issue of ordinary share capital | 36.4 | 12.7 | ||
| Preliminary expenses | (0.8) | |||
| New loans drawn down | 70.0 | 50.3 | ||
| Repayment of loans | (96.1) | (55.8) | ||
| Net cash inflow/(outflow) | 36.4 | 11.9 | (26.1) | (5.5) |
| Foreign exchange losses/(gains) | 2.7 | (25.2) | ||
| Amortisation of discounts | ,,,,,,,,,,,,,,,,,,,,,,, | 16.1 | 14.5 | |
| Movements in financing | 36.4 | 11.9 | (7.3) | (16.2) |
| Balance at: 1 January | 317.4 | 305.5 | I 14. 5 | 430.7 |
| Balance at 31 December | 353.8 | 317.4 | 407.2 | 414.5 |
| 27. CASH FLOW STATE MEAN | 1991 | 1990 | |
|---|---|---|---|
| (D) Changes in cash and cash equivalents during the year are: | £m. | ∤,m | |
| Net cash inflow | 33.0 | 64.5 | |
| Foreign exchange gains/(losses) | 3.7 | (28.2) | |
| Movements in cash and cash equivalents | 36.7 | 36.3 | |
| Balance at 1 January | 283.2 | 246.9 | |
Balance at 31 December ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
319.9 | 283.2 | |
| (E) Balances of cash and cash equivalents included in the balance sheet comprise: |
1991 £m. |
1990 ⊥m |
Change in year £m |
| Cash deposits | 309.1 | 274.2 | 34.9 |
| Cash at bank and in hand | 39.4 | 48.2 | (8.8) |
| Bank overdrafts | (28.6) | (39.2) | 10.6 |
| The number of persons employed by the Group at 31 December by territorial | 1991 No. |
1990 No. |
|---|---|---|
| location is: -------------------------------------- |
||
| 9,484 | 9.617 | |
| United Kingdom | 5,828 | 5,697 |
| Continental Europe | 5,152 | 5,242 |
| North America | 1.318 | 1.242 |
| Ove::seas | ****** | ,,,,,,,,,,,,,,,,,,,,,, |
| ,,……………………………………………………………………………………………… | 21.782 |
21,798 --------------------- |
36.7
283.2
319.9
1990 staff numbers for Overseas have been restated to treat operations on a basis consistent with 1991.
(A) The Group has contingent liabilities amounting to $\text{\AA}45.2\text{m}$ (1990 $\text{\AA}44.8\text{m}$ ) arising from activities not directly related to insurance. In addition, the Company has guaranteed the overdrafts and borrowings of certain subsidiary and associated undertakings. In the opinion of the directors, no material loss will arise in respect of these guarantees and indemnities.
(B) The calculation of earnings per share is on the 'net' basis using a weighted average of 436.5m (1990 average of 427.4m) ordinary shares in issue. The amount of earnings per share shown for operating (loss)/profit after taxation is based on a loss of $\text{\emph{\textsterling}}65.4\text{m}$ (1990 profit $\text{\emph{\textsterling}}1.3\text{m}$ ) and the amount of earnings per share shown for (loss)/profit attributable to shareholders is based on a loss of £15.6m (1990 profit $(22.1m)$ .
(C) In the movements in life funds, adjustments to opening funds mainly comprise exchange rate adjustments and include $\text{\L}_2$ 2.5m of development finance. Additionally, commission of $\text{\L}_1$ 113.9m (1990 $(1990 \pm 68.6m)$ and expenses of $(202.8m)$ (1990 $(192.6m)$ have been aggregated and total $(316.7m)$ (1990 $(261.2m)$ . Commission of $(113.9m)$ includes $(31.4m)$ relating to indemnity commissions which were previously charged over the life of the relevant policies but are now charged when paid.
At the Extraordinary General Meeting of the Company held on 14 April 1992, an ordinary resolution was passed, inter alia, (a) to increase the authorised share capital of the Company by the creation of $\text{\L}_2200,000,000$ nominal of Irredeemable Preference Shares and (b) to authorise the Directors to allot and issue up to $\text{\emph{\textsterling}}200,000,000$ nominal of such shares at any time prior to the date of the Annual General Meeting in 1993 or 14 July 1993, whichever is earlier. The terms of, and rights attaching to, the New Preference Shares are contained in the resolution passed at the Extraordinary General Meeting and in resolutions of the board of Directors and of a duly authorised committee of the board of Directors held on 19 May 1992 and are summarised in Part II above.
The Directors have decided to issue the New Preference Shares at a price of 100.875 pence per share and have determined that the rate of dividend attaching to the New Preference Shares shall be 834 per cent. per annum (exclusive of any associated tax credit) which will be payable in half yearly instalments in arrear on 30 June and 31 December in each year except that the first dividend instalment shall be payable in respect of the period from 29 May 1992 to 31 December 1992.
The Placing is conditional on the New Preference Shares being admitted to the Official List by the London Stock Exchange, on such admission becoming effective not later than 9.00 a.m. on 21 May 1992 and on the Placing Agreement becoming unconditional in accordance with its terms.
Under the Placing Agreement, each of Cazenove and Hoare Govett has separately agreed to use reasonable endeavours to procure subscribers for or, to the extent of its failing to procure such subscribers, itself to subscribe for 50,000,000 of the New Preference Shares at the Placing Price. The obligations of Cazenove and Hoare Govett are conditional on, inter alia, the London Stock Exchange granting permission for the New Preference Shares to be admitted to the Official List and such admission becoming effective not later than 21 May 1992.
The Placing Agreement contains certain representations, warranties, undertakings and indemnities given by the Company relating, inter alia, to the accuracy of the information contained in this document. Cazenove and Hoare Govett may terminate the Placing Agreement in certain exceptional circumstances (including on the occurrence of a "force majeure" event) prior to admission to listing becoming effective.
The Company has agreed to pay to Cazenove and Hoare Govett a commission to be shared equally, amounting in aggregate to % per cent. of the nominal amount of, and premium on, the New Preference Shares. The Company will also pay to Cazenove and Hoare Govett a sum equal to the expenses, charges and disbursements incurred by them (including reasonable legal fees and any accountancy or other professional fees incurred) in connection with or arising out of the Placing (together with any value added tax payable).
The subscription price for the New Preference Shares will be payable in cash in full on 29 May 1992. It is estimated that the cash proceeds (net of expenses) accruing to the Company from the Placing will amount to approximately $\text{\emph{f}}_2$ 99,660,000.
The New Preference Shares will be in registered form. Definitive certificates for the New Preference Shares are expected to be despatched on or about 29 May 1992.
The Company was incorporated in England and Wales under the Companies Act 1985 as a public limited company on 9 February 1990 with the registered number 2468686. Its then existing issued Ordinary Shares and Existing Preference Shares were admitted to the Daily Official List of the London Stock Exchange on 4 June 1990.
As at 18 May 1992 (the latest practicable date before the printing of this document), $(i)$ the authorised and issued share capital of the Company was as follows:—
| Authorised | Issued | |||
|---|---|---|---|---|
| No. | No. | |||
| Ordinary Shares | 148,250,000 | 593,000,000 | 110,113,754.70 | 440,530,730 |
| Existing Preference Shares |
1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 |
| Irredeemable Preference Shares |
200,000,000 | 200,000,000 | 0 | |
All Existing Preference Shares and 440,451,034 Ordinary Shares are fully paid up. 79,696 Ordinary Shares (issued in respect of the Commercial Union Executive Share Scheme which was adopted on 6 April 1970 and was subsequently discontinued) are paid up as to 1.25p each.
As at 18 May 1992 (the latest practicable date before the printing of this document), $(i.)$ options to subscribe for Ordinary Shares granted under the Commercial Union Executive Share Option Scheme 1987, the Commercial Union Executive Share Option Scheme 1990 and the Commercial Union Netherlands Executive Share Option Scheme were outstanding as follows:-
| Year options granted | Subscription price |
Number of shares |
Normally exercisable |
|---|---|---|---|
| 1987 | 329.00p | 279,950 | 1990 to 1997 |
| 1988 | 339.67p | 123,379 | 1991 to 1998 |
| 1989 | 378.00p | 376,861 | 1992 to 1999 |
| 1990 | 468.33p | 180,482 | 1993 to 2000 |
| 1990 | 462.33p | 177,896 | 1993 to 2000 |
| 1990 (Netherlands Scheme) | 504.33p | 514,950 | 1990 to 1995 |
| 1991 | 531.00p | 157,952 | 1994 to 2001 |
| 1991 | 488.67p | 1,297,845 | 1994 to 2001 |
| 1991 (Netherlands Scheme) | 488.67p | 9,918 | 1991 to 1996 |
| 1991 (Netherlands Scheme) | 517.00p | 26,815 | 1991 to 1996 |
| 1992 | 411.33p | 36,467 | 1995 to 2002 |
| 1992 (Netherlands Scheme) | 411.33p | 157,460 | 1992 to 1997 |
As at 18 May 1992 (the latest practicable date before the printing of this document), . options to subscribe for Ordinary Shares granted under the Commercial Union Savings Related Share Option Schemes were outstanding as follows:-
| Number of shares | ||||
|---|---|---|---|---|
| Year option granted |
Subscription price |
5 year term | 7 year term | Normally exercisable |
| 1986 | 276.3p | nil | 398,653 | 1991 or 1993 |
| 1987 | 294.3p | 23,357 | 56,654 | 1992 or 1994 |
| 1988 | 305.7p | 136,928 | 182,358 | 1993 or 1995 |
| 1989 | 333.3p | 167,527 | 77,389 | 1994 or 1996 |
| 1990 | 383.2p | 660,891 | 517,014 | 1996 or 1998 |
| 1991 | 426.4p | 637,320 | 336,103 | 1996 or 1998 |
427,412,523 Ordinary Shares, credited as fully paid; 94,268 Ordinary Shares, credited as 5 per cent. paid; and 1,750,000 Existing Preference Shares credited as fully paid;
$(iii)$
(g) an aggregate of 2,491,151 Ordinary Shares were issued in lieu of dividends as follows:-
| Dividend | Price Shares Issued | |
|---|---|---|
| Interim 1990, paid 16 November 1990 | 457.2 p | 1,643,608 |
| Final 1990, paid 17 May 1991 | 530.0p | 332,900 |
| Interim 1991, paid 15 November 1991 | 531.4 p | 154,381 |
| Final 1991, paid 15 May 1992 | 432.8p | 360,262 |
The New Preference Shares are being issued at their par value of $\mathcal{L}1$ each together $(v_{11})$ with a premium of 0.875p per New Preference Share.
Rights attaching to the capital of the Company
The following is a summary of certain rights attaching to the Existing Preference Shares and Ordinary Shares (the rights attaching to the New Preference Shares are summarised in Part II of this document):-
The holders of the Existing Preference Shares are entitled to receive out of the profits of the Company available for dividend a fixed cumulative preferential dividend at a rate of 3.5 per cent. per annum on the capital paid thereon payable half yearly on 1 January and 1 July in every year, but are not entitled to any further participation in profits.
Subject to the rights of the holders of any shares with special rights as to dividends, the holders of the Ordinary Shares are entitled to receive, on a pro rata basis (according to the amounts paid up thereon), such dividend as may be declared or paid by the Directors but no final or interim dividend may be paid otherwise than in accordance with the Statutes.
Dividends remaining unclaimed after a period of twelve years from the date when they become due for payment shall be forfeited and revert to the Company.
(b) Capital
On a return of assets on a liquidation or reduction of capital of the Company, the holders of the Existing Preference Shares are entitled, in priority to any payment on any other class of shares, to payment of the greater of (i) $\mathcal{L}1$ per Existing Preference Share and (ii) a sum per Existing Preference Share equal to the average of the means of the daily quotations (as certified by the auditor of the Company) at which the Existing Preference Shares have been quoted on the London Stock Exchange during the six months immediately preceding the relevant date after deducting from each daily mean any arrears or accruals of dividends, together with, in each case, a sum equal to any arrears or deficiency of the fixed dividend to be calculated down to the date of the return of capital, but are not entitled to any further participation in assets.
In the event of a return of capital on a winding up or otherwise, after payment of all liabilities and subject to the rights of the holders of any shares with preferential rights on a return of capital, the remaining assets of the Company will be divided among the holders of the Ordinary Shares according to the number of Ordinary Shares held by them.
Subject to Section 125 of the Companies Act 1985, and unless otherwise expressly provided by the terms on which shares of that class are held, all or any of the rights attaching to any class of shares may, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of not less than threefourths in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of such shares. The provisions of the Articles of Association relating to general meetings apply to any such meeting, except that the necessary quorum is two persons present in person or by proxy holding or representing not less than one-third in nominal value of the issued shares of the relevant class, and at any adjourned meeting of the holders of shares of that class those holders present (irrespective of the number of shares held by them) will constitute a quorum and any holder present in person or by proxy may demand a poll.
(d) Voting
Subject to any special terms as to voting upon which any shares may be issued or may, for the time being, be held, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a representative duly authorised under Section 375 of the Companies Act 1985 shall have one vote, and on a poll every member who is present in person or by such a representative or by proxy shall have one vote for every 25p of nominal amount of Existing Preference Shares or 25p Ordinary Shares of which it is the holder provided that none of the holders of the Existing Preference Shares shall have any right as such to receive notice of or to attend or vote at any general meeting of the Company unless at the date of the notice convening the meeting the preferential dividend on the Existing Preference Shares shall be in arrears and unpaid for a period of six months or more or unless a resolution is to be proposed at such meeting for reducing the capital of or winding up the Company or which adversely affects any of the rights or privileges attached to the Existing Preference Shares and so that the said holders shall be entitled to vote only in respect of any such resolution to be so proposed.
(e) Further Issues
The creation or issue of further preference shares ("additional shares") ranking in priority to the Existing Preference Shares shall be deemed to be a variation of the special rights and privileges for the time being attached to the Existing Preference Shares. The creation or issue of additional shares ranking either as to dividend or as to capital, pari passu with the Existing Preference Shares shall not be deemed to be a variation of the special rights and privileges attached to the Existing Preference Shares provided:-
The Existing Preference Shares and Ordinary Shares are in registered form. Transfers of shares of the Company must be by instrument of transfer in the usual common form or in any other form which the Directors may approve. The Directors may, in their absolute discretion, decline to register any transfer of shares (not being a fully paid share) on which the Company has a lien or in favour of a transferee of whom it does not approve and may also decline to register a transfer unless:-
In addition to the definitions set out on page 3 of this document, words and expressions defined in, or for the purposes of, the Articles of Association of the Company shall bear the same meanings in this paragraph 3 of Part V. In the event of any conflict between the definitions used in the Articles of Association and those set out on page 3 of this document, the latter shall prevail.
$\left( a\right)$
The beneficial interests of the Directors, including their immediate families, in the Ordinary Shares shown in the register maintained under the provisions of Section 325 of the Companies Act 1985 as at 18 May 1992 (the latest practicable date before the printing of this document), are set out below:-
| Name | Ordinary Shares | |||
|---|---|---|---|---|
| Fully paid | Executive Option SAYE Option | |||
| N.H. Baring A.L. Brend J.G.T. Carter |
7,449 9,008 7,985 |
206,678 | ||
| R. Faroux | 158,382 | 4,358 | ||
| P.J. Gillam R.C. Hampel |
||||
| Sir Martin Jacomb H. Meij |
218 12,583 |
|||
| I.C. Strachan A.B.Wyand |
||||
| 15,511 52,754 |
128,027 | 3,522 | ||
| 493,087 | 7,880 |
No director has a beneficial interest directly or indirectly in the Existing Preference
Save as disclosed below, the Directors are not aware of any person who is interested $(b)$ directly or indirectly (within the meaning of Part VI of the Companies Act 1985) in 3 per cent. or more of the issued share capital of the Company or who could directly or indirectly, jointly or severally, exercise control over the Company.
| $\rightarrow$ Number of Ordinary Shares |
% of issued capital |
|
|---|---|---|
| Barclays Bank PLC (non-beneficial interest) Munchener Ruckversicherungs - Gesellschaft Robert Fleming Holdings Limited |
13,918,147 13,913,972 |
3.16 3.16 |
| (non-beneficial interest) Sun Alliance Group plc |
13,269,311 63,631,060 |
3.01 14.44 |
As at 18 May 1992 (the latest practicable date before the printing of this document), the Company and its subsidiary undertakings had granted the following mortgage and other loans to Directors and persons connected with them:-
| Name of director | Method of repayment and final instalment maturity date |
Rate of interest and when payable |
Amount of Loan Outstanding $(f)$ |
|---|---|---|---|
| J.G.T. Carter | Endowment assurance December 1997 |
3%-5% p.a. Monthly |
30,000 |
| A.B. Wyand | Endowment assurance October 2003 Capital instalments February 2004 |
3%-5% p.a. Monthly |
23,086 |
The loans are repayable out of the proceeds of endowment life assurance policies or by capital instalments as indicated. They are repayable on the earliest of maturity of the relevant policy or final instalment date, sale of the mortgaged property or death of the borrower. All loans are fully secured. Additionally, a subsidiary undertaking has made a life assurance policy loan to Mr. A.B. Wyand of which $\text{\L}_3,971$ is outstanding. Interest is charged at the rate of 12 per cent. per annum and is payable half-yearly. The loan is repayable on 30 August 2003, or on the death of the borrower, whichever is earlier. The loan is fully secured.
As at 18 May 1992, seven officers of the Company had staff house purchase, life assurance policy and other loans from a subsidiary undertaking, amounting in aggregate to $\pounds$ 333,820.
Commercial Union Employee Share Schemes
$(f)$
(i) Commercial Union Staff Profit Sharing Scheme 1982 (the "1982 Profit Sharing Scheme")
In consequence of a scheme of arrangement (the "Scheme of Arrangement") which took effect on 1 June 1990, the Company was established as the holding company of the Commercial Union Group and the shareholders in Commercial Union Assurance Company plc ("CUA") received shares in the Company at the rate of one share for each share held in CUA. Prior to the Scheme of Arrangement, in 1982, CUA had established the 1982 Profit Sharing Scheme, the terms of which were substantially similar to those of the Company's current Staff Profit Sharing Scheme (the "1991 Profit Sharing Scheme") described below.
Under the terms of the Scheme of Arrangement, shares held by the Trustees pursuant to the 1982 Profit Sharing Scheme were exchanged for equivalent shares in the Company. However, the terms of the 1982 Profit Sharing Scheme continue to apply to these shares, although in all other respects the 1982 Profit Sharing Scheme has been replaced by the 1991 Profit Sharing Scheme operated by the Company.
(ii) Commercial Union Staff Profit Sharing Scheme 1990 (the "1990 Profit Sharing Scheme")
The 1990 Profit Sharing Scheme was adopted in 1990 to be operated once for the year ended 31 December 1990. The 1990 Profit Sharing Scheme was not operated and has been replaced by the 1991 Profit Sharing Scheme described below.
(iii) Commercial Union Staff Profit Sharing Scheme 1991 (the "1991 Profit Sharing Scheme")
The 1991 Profit Sharing Scheme was adopted on 16 April 1991 and is to be approved by the Inland Revenue under the provisions of Schedules 9 and 10 of the Income and Corporation Taxes Act 1988. Previously, employees had been invited to participate in the 1982 Profit Sharing Scheme which was replaced, following the Scheme of Arrangement, by the 1990 Profit Sharing Scheme.
Under the 1991 Profit Sharing Scheme, employees of participating companies may have Ordinary Shares appropriated to them free of charge. Following the end of each financial year, the Company considers whether or not to operate the 1991 Profit Sharing Scheme and if it decides to do so, the Company will invite all eligible employees to participate so as to have Ordinary Shares appropriated to them.
Employees of the Company and participating companies will be eligible if they have completed one year's continuous service and are (a) chargeable to UK tax under Schedule E or (b) are employed in the Channel Islands or the Isle of Man or (c) are employed elsewhere and have been specifically nominated to take part in the 1991 Profit Sharing Scheme.
The amount of profit allocated by the Company is such amount as is determined by application of a criteria agreed between the Company and its employees' recognised representative bodies which may not exceed 5 per cent. of the Group's profit (before tax and exceptional items) for that financial year which in the opinion of the Directors is attributable to the UK operations of the Group.
The Trustees of the 1991 Profit Sharing Scheme use the amount allocated to subscribe for or to purchase Ordinary Shares. If subscribed, the price of the shares will be the higher of (i) the average middle market value of the Ordinary Shares as derived from the Official List of the London Stock Exchange over the five dealing days immediately preceding the allocation of funds to the Trustees, and (ii) the nominal value of the Ordinary Shares. If purchased, Ordinary Shares are acquired at the prevailing market price. Once acquired, the Ordinary Shares are then appropriated to participants, although no participant may receive shares of more than $\bar{\zeta}$ 6,000 in value in any single year of assessment. The £6,000 limit may be varied by the Board, but may not exceed the lower of the statutory maximum and $£7,500.$
Ordinary shares appropriated pursuant to the 1991 Profit Sharing Scheme must normally be held by the Trustees for a minimum of two years after appropriation, during which time they may not be dealt with in any way except in certain limited circumstances including death and cessation of employment by reason of injury, disability or redundancy. If retained for five years the Ordinary Shares will automatically be transferred into the names of the relevant participants.
A participant is the beneficial owner of Ordinary Shares held for him by the Trustees and is entitled to receive dividends and, through the Trustee, to vote and to participate in rights and capitalisation issues, in substantially the same way as other shareholders.
The maximum duration of the Scheme is ten years, ending with any allocation which may be made in respect of the financial year ending 31 December 2000.
(i) Commercial Union Savings Related Share Option Scheme 1986 (the "1986 SAYE Scheme")
CUA established the 1986 SAYE Scheme, the terms of which were substantially similar to those of the 1990 SAYE Scheme described below.
Pursuant to the Scheme of Arrangement options granted under the 1986 SAYE Scheme were exchanged for equivalent options over Ordinary Shares. However, the terms of the 1986 SAYE Scheme continue to apply to these options, although in all other respects the 1986 SAYE Scheme has been superseded by the 1990 SAYE Scheme.
(ii) Commercial Union Executive Share Option Scheme 1987 (the "1987 Executive Scheme")
CUA established the 1987 Executive Scheme on terms which were substantially similar to the 1990 Executive Scheme described below.
an
Tingg
The 1990 SAYE Scheme is a save-as-you-earn share option scheme, approved by the Inland Revenue under the provisions of Schedule 9 to the Income and Corporation Taxes Act 1988. Invitations to apply for options may be issued by the Directors within 6 weeks of the preliminary announcement of results of the Company for any financial period, provided that no invitation may be made after the seventh anniversary of the adoption of the 1990 SAYE Scheme.
Invitations to apply for options may be made to employees who are contracted to work at least 25 hours per week, who have been continuously so for at least 2 years prior to the date of invitation and who are chargeable to tax under Case 1 of Schedule E. The Directors are also empowered to invite any other full-time employee of any participating company to participate in the 1990 SAYE Scheme. To join the 1990 SAYE Scheme an employee must enter into a savings contract with a savings body approved by the Company, under which monthly contributions from $\mathcal L$ 10 to $\mathcal L$ 250 are agreed to be made for a period of 5 years. At the commencement of the contract, the Company grants to the participant an option to acquire Ordinary Shares after 5 or 7 years with the proceeds of the savings account, at an option price determined as described below. The proceeds of the savings account include a tax free bonus after 5 years and, in the case of a 7 year contract, a further bonus after 7 years. Options are not transferable.
The option price of an Ordinary Share is determined by the Directors and may not be less than the higher of (i) 80 per cent. of the average middle-market value of an Ordinary Share as derived from the Official List of the London Stock Exchange over the 3 dealing days immediately following the date of invitation and (ii) where Ordinary Shares are to be issued, the nominal value of an Ordinary Share. The number of Ordinary Shares over which options may be granted to any participating employee must be limited to the maximum which may be purchased out of the repayment proceeds (including any bonuses) from the savings contract.
Options are normally exercisable for a period of 6 months commencing on the fifth or seventh anniversary of the commencement date of the related savings contract. If an option is not exercised by the end of that period, it will lapse. Options may be exercised earlier in specified circumstances such as death, cessation of employment by reason of injury, disability, redundancy or retirement, or the disposal of the business or company for which the participant works.
In the event of an amalgamation, reconstruction or takeover of the Company, participants may either exercise their options or, with the consent of the acquiring party, exchange their options over shares in the acquiring company or a company associated with it. Options may also be exercised in the event of the voluntary winding-up of the Company.
Ordinary Shares will be allotted or transferred within 30 days of the date of the exercise of an option.
In the event of any capitalisation or rights issue or any consolidation, sub-division, or reduction of the share capital of the Company, the number of Ordinary Shares under option and the option price may be adjusted by the Directors with the approval of the Inland Revenue, subject to the auditor confirming in writing that such adjustment is, in the auditor's opinion, fair and reasonable.
The 1990 Executive Scheme is approved by the Inland Revenue under the provisions of Schedule 9 to the Income and Corporation Taxes Act 1988.
All employees and Directors who are employed by the Company or one of its participating subsidiaries for at least 25 hours per week are eligible to be nominated by the Directors for participation in this scheme.
Options may be granted within 42 days following the preliminary announcement of the Company's results, although options may be granted at other times if the Directors consider circumstances to be exceptional. No option may be granted more than 7 years after the adoption of the 1990 Executive Scheme.
Options are exercisable for a period of ten years and entitle the optionholder to acquire Ordinary Shares at a price determined by the Directors, being not less than the higher of (i) the average middle market value of the Ordinary Shares as derived from the Official List of the London Stock Exchange over the three dealing days immediately preceding the date of grant, and (ii) where Ordinary Shares are to be issued, the nominal value of the Ordinary Shares. Each individual's participation is limited so that the aggregate price payable on the exercise of all options granted to him under the 1990 Executive Scheme, and any other executive share option scheme established by the Company, does not exceed four times his annual remuneration. No consideration is payable upon the grant of an option. Options are not transferable.
Options are normally exercisable after the third anniversary of the date of grant, provided that the optionholder remains a Director or employee. Options may be exercised earlier than this in specified circumstances including death and cessation of employment by reason of injury, disability or redundancy. The Directors may permit an exercise by an optionholder who ceases to be employed in any other circumstances. Options will lapse if not exercised within the relevant exercise period.
In the event of any amalgamation, reconstruction or takeover of the Company, optionholders may either exercise their options or, with the consent of the acquiring party, exchange their options for options over shares in the acquiring company or a company associated with it. Options may also be exercised in the event of the voluntary winding-up of the Company.
Ordinary Shares will be allotted or transferred within 30 days of the date of the exercise of an option.
In the event of any capitalisation or rights issue or any consolidation, sub-division, or reduction of the share capital of the Company, the number of Ordinary Shares under option and the option price may be adjusted by the Directors with the approval of the Inland Revenue, subject to the auditor confirming in writing that such adjustment is, in the auditor's opinion, fair and reasonable.
(v) Commercial Union Netherlands Executive Share Option Scheme 1990 (the "1990 Netherlands Scheme")
In 1990, the Company established the 1990 Netherlands Scheme, on substantially similar terms as the 1990 Executive Scheme, for the Directors and employees of the Company's subsidiaries in the Netherlands.
All employees and Directors who are employed by a participating company for at least 25 hours per week are eligible to be invited by the Directors of the Company to participate in the 1990 Netherlands Scheme. However, unless the Directors otherwise determine, no option may be granted to any person less than 2 years before his normal
Options may be granted within 42 days following the preliminary announcement of the Company's results, although options may be granted at other times if the Directors
consider circumstances to be exceptional. No option may be granted more than 7 years after the adoption of the 1990 Netherlands Scheme.
Options are granted for a period of five years and entitle the optionholder to acquire Ordinary Shares at a price determined by the Directors, being not less than the higher of (i) the average middle market value of the Ordinary Shares as derived from the Official List of the London Stock Exchange over the three dealing days immediately preceding the date of grant, and (ii) where Ordinary Shares are to be issued, the nominal value of the Ordinary Share. Each individual's participation is limited so that the aggregate price payable on the exercise of all options under the 1990 Netherlands Scheme, and any other executive share option scheme established by the Company, does not exceed four times his annual remuneration. No consideration is payable upon the grant of an option under the 1990 Netherlands Scheme. Options are not transferable.
Under current revenue law and practice in the Netherlands, each participant is liable to a tax charge on the grant of an option under the 1990 Netherlands Scheme. Arrangements exist for each optionholder's employer to lend sufficient funds to the optionholder in order to discharge this tax liability, on terms which provide for the can to be repaid upon exercise of the relevant option. These arrangements are set out in an ancillary agreement (the "Ancillary Agreement") between each optionholder and his employing company.
Options are exercisable at any time, provided that the optionholder remains a director or employee. Under the Ancillary Agreement each optionholder agrees that, in the event that an option is exercised before the third anniversary of the date of grant, other than upon special circumstances including ceasing employment for specified reasons, the optionholder will place on deposit the value of any difference between the option price and the market value of the Ordinary Shares. If the optionholder leaves his employment for any other reason, before such third anniversary, the deposit will be forfeited to the Company. This deposit may be returned to the optionholder on the earlier of (i) specified reasons including the cessation of his employment by reason of death, retirement, injury, ill-health, disability or redundancy and (ii) the third anniversary of the grant of the option.
Options may be exercised within 6 months of specified circumstances including an optionholder ceasing employment by reason of retirement, injury, disability (including ill-health), redundancy or within 12 months in the event of the death of an cptionholder. Options will lapse if not exercised within the exercise period.
In the event of an amalgamation, reconstruction or takeover of the Company, optionholders may either exercise their options or, with the consent of the acquiring company or a company associated with it, exchange their options for options over shares in the acquiring company or a company associated with it. Options may also be exercised in the event of the voluntary winding-up of the Company.
Ordinary Shares will be allotted or transferred within 30 days of the date of the exercise of an option provided that, if a deposit is required to be paid under the Ancillary Agreement, the Directors may refuse to allot the Ordinary Shares until they have received notification that the deposit has been paid.
In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction of the share capital or other variation of share capital by the Company, the number of Ordinary Shares under option and the option price may be adjusted by the Directors subject to the auditor confirming in writing that the adjustment is, in the auditor's opinion, fair and reasonable.
The Stockholders' Scheme allows, once a year, permanent members of Commercial Union Group staff who have attained the age of 21 years to direct the Trustees of the Stockholders' Scheme to purchase Ordinary Shares on their behalf. The cost of these shares is financed by the Company by way of a loan to the Trustees, which is repayable by participants in twelve monthly instalments. On payment of the final instalment, the Trustees are required to transfer the shares held by them to the employees entitled thereto.
In the event of retirement or leaving employment, the participant, or in the event of death, his personal representative, may accelerate payment of the outstanding instalments or may direct the Trustees to sell all the Ordinary Shares held on his behalf and to remit the net proceeds to the participant.
The continuation of the Stockholders' Scheme is subject to annual review and the Directors have determined that it will not be renewed for 1992 and will be formally terminated following the repayment of the loans currently outstanding from the 1991 offer under the Stockholders' Scheme.
(vii) Commercial Union Executive Share Scheme 1970 (the "1970 Executive Share Scheme")
This Scheme was adopted by CUA in 1970 and was discontinued in 1973. Under the terms of the 1970 Executive Share Scheme, ordinary shares of CUA were issued, 5 per cent. paid, to certain executives of the Group, in 1970 and 1971. Further ordinary shares of CUA were issued as a result of a capitalisation issue in 1972 and rights issues in 1974 and 1977.
Pursuant to the Scheme of Arrangement, the ordinary shares outstanding under the 1970 Executive Share Scheme were exchanged for equivalent ordinary shares in the Company. Although no replacement scheme has been adopted by the Company, the Articles of Association contain provisions which retain the benefits and restrictions of the 1970 Executive Scheme in respect of ordinary shares still subject to the Scheme.
The schemes are subject to the following overall limits on the number of Ordinary Shares which may be acquired by subscription:-
(iv) in any year of assessment, the nominal amount of Ordinary Shares which may be subscribed by the Trustees of the 1991 Profit Sharing Scheme when aggregated with the total amount of any other Ordinary Shares issued by the Company in respect of any other profit sharing scheme operated by it, may not exceed 1 per cent. of its issued share capital from time to time.
The schemes are also subject to the following individual limits, fixed by reference to the issued ordinary share capital of the Company:-
The limits in this sub-paragraph may be adjusted to take account of rights and capitalisation issues and any sub-division, consolidation or reduction of the Company's share capital.
Under current UK taxation legislation, no withholding tax-will be deducted from $(a)$ dividends paid by the Company. The Company is generally required to make an advance payment of corporation tax ("ACT") when a dividend is paid. The current ACT rate is 25/75ths of the dividends paid. Consequently, the ACT relating to any dividend currently equals 25 per cent. of the total of the cash dividend and the ACT.
A UK resident individual shareholder receives, imputed to any cash dividend received, a tax credit which, at current rates, is equal to $25/75$ ths of the dividend paid. The tax credit will satisfy in full a UK resident individual shareholder's liability to basic rate income tax on the dividend plus the tax credit, leaving such shareholder liable to higher rate income tax only (if appropriate). If the individual is not liable to income tax or is liable to income tax at a rate lower than the basic rate, the tax credit may be reclaimed, in whole or in part, from the Inland Revenue.
A UK resident corporate shareholder is not liable to UK corporation tax on any dividend received and the dividend and associated tax credit will represent franked investment income in the hands of such a shareholder.
Shareholders in the Company who are not resident in the UK may be entitled to reclaim from the Inland Revenue a proportion of the tax credit relating to their dividends but such entitlement will depend, in general, upon the provisions of any double taxation agreement or convention which exists between the UK and their country of residence. Shareholders who are resident in countries other than the UK but who are either Commonwealth citizens or citizens of the Republic of Ireland or certain other class of person, are entitled to a tax credit which they may set off against their total UK income tax liability or reclaim in cash to the same extent as if they were resident in the UK. Non-UK resident shareholders may be subject to foreign taxation on dividend income in their country of residence. Any person who is not resident in
the UK should consult his own tax adviser on the question of the double taxation provisions (if any) applying between his country of residence and the UK.
The above summary reflects certain aspects of current law and practice in the UK and may not apply to certain classes of person (such as dealers). Holders of New Preference Shares who are in any doubt as to their personal taxation position or who may be subject to tax in any other jurisdiction should consult their professional
52
$\hat{\phantom{a}}$
$\pmb{\epsilon}$
$\hat{\mathbf{r}}$ $\mathbf{r}$
| Company and Registered/ Head Office. |
Country of Incorporation |
Nature of .Business |
Issued Capital | Paid up | CU owned |
|---|---|---|---|---|---|
| The British & European Reinsurance Company Ltd St. Helen's Undershaft London EC3P 3DQ |
UK - | Reinsurance | 15,000,000 Shares of $\pm 1$ each |
Fully Paid |
100% |
| Commercial Union Assurance Company plc St. Helen's 1 Undershaft London EC3P 3DQ |
UK | Insurance | 434,534,597 Shares of 25p each |
Fully paid |
100% |
| Commercial Union Financial Holdings Ltd. St. Helen's 1 Undershaft London EC3P 3DQ |
UK | Holding Company |
10,000,002 Shares of $f_1$ each |
Fully Paid |
100% |
| Commercial Union Properties Ltd. St. Helen's 1 Undershaft London EC3P 3DQ |
UK | Property Investment |
12,350,292 Shares of 25p each |
Fully Paid |
100% |
| The Northern Assurance Company Ltd. S Helen's 1 Undershaft London EC3P 3DQ |
UK | Assurance | 6,151,610 Ordinary Shares of $f_1$ each |
Fully Paid |
100% |
| NV Commercial Union Belgium SA Avenue Herrmann Debroux 54 1160 Brussels Belgium |
Belgium | Insurance | 104,000 Shares | No Par Value |
99.90% |
| Curepool Ltd Cedar House 41. Cedar Avenue Hamilton Bermuda |
Bermuda | Reinsurance | 20,000,000 Ordinary Shares of $\pounds$ 1 each; 30,000,000 Ordinary Shares of $\neq$ 1 each |
Fully Paid 60p |
100% 100% |
| Commercial Union of Canada Holdings Ltd. P.O. Box 441 Toronto-Dominion Centre Toronto Ontario M5K 1L9 Canada |
Canada | Insurance Holding Company |
810,173 Common Shares |
Paid No Par Value |
100% |
| Commercial Union France SA 104 Rue de Richelieu 75002 Paris France |
France | Insurance Holding Company |
1,455,285 Shares of FF100 each |
Fully Paid |
99.79% |
| Delta Lloyd Verzekeringsgroep NV Spakierweg 4 1096 BA Amsterdam Helland |
Holland | Insurance Holding Company |
2,500,004 Ordinary Shares of Dfl.20 each |
Fully Paid |
99.99% |
| Commercial Union Corporation One Beacon Street Boston Mass. 02108 USA |
USA | Insurance Holding Company |
7,149 Shares of Common Stock US\$1 each |
Fully Paid |
100% |
$\hat{\mathcal{A}}$
$\ddot{\phantom{0}}$ $\sim$ $\cdot$ (b)
The Group has the following shareholdings held on a long-term basis in the issued
| share capital of the two undertakings as set out below:- | |||
|---|---|---|---|
| Société Générale | Munich Re | ||
| (i) | Registered Head Office | 29, Boulevard Haussmann 75009 Paris, France |
Münchener Rückversicherung- Gesellschaft Königstrasse 407 Postfach 401320 D-8000 München 40, Germany |
| (ii) | Country of Incorporation | France | Germany |
| (111) | Nature of Business | Banking | Reinsurance |
| (iv) | Issued Capital | FFr.2.06bn (£212.8m) at 31 December 1990 |
DM655m $(\text{{}229.4m})$ at 30 June 1991 |
| (v) | Paid up | FFr.2.06bn $(\text{\textsterling}212.8m)$ | DM335m $(\text{\textsterling}117.3m)$ at 30 June 1991 |
| (vi) % Amount of issued share capital owned by Commercial Union |
4.4% | (a) 5.1% of Registered DM100 nominal shares (DM50 paid up) (b) 1.4% of Bearer DM50 nominal shares |
|
| (vii) Reserves | FFr.25.86bn (L2.67bn) at 31 December 1990 |
DM1.754bn $(\text{#}614.3m)$ at 30 June 1991 |
|
| (viii) | Dividends received during year ended 31 December 1991. |
FFr.39.0m $(£4.02m)$ | DM3.2m $(\text{\textsterling}1.1m)$ |
| (ix) Profit after tax | FFr.2.93bn $(6.302.7m)$ (year ended 31 December 1990) |
DM104.9m $(\text{#}36.7\text{m})$ | |
| $(x)$ Market value of Commercial Union Shareholding at 31 March 1992 |
£172.8m | (year ended 30 June 1991) £306.3m |
|
Notes:-
(a) Where applicable, the figures provided above have been converted into Sterling at the spot rate ( $\angle$ 1=FFr.9.680 and $\angle$ 1=DM2.855) prevailing at 31 March 1992, as derived from the Financial Times (Exchange Cross Ra
(b) The Dividends from Société Générale were received in the form of ordinary shares of the company.
(c) The Reserves of Munich Re, as set out above, exclude minority interests of DM208m ( $\angle$ 72.9m).
The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by the Company and are, or may be, material:-
| "(ii) The number of persons employed by the Group as at 31 December 1989 by territorial location was:- |
|||
|---|---|---|---|
| Location | Number of Employees | ||
| United Kingdom | 8,865 | ||
| Continental Europe North America |
5,698 | ||
| Overseas | 5,348 | ||
| 971 | |||
| 20,882 |
Copies of the following documents will be available for inspection at the offices of Linklaters & Paines, Barrington House, 59-67 Gresham Street, London EC2V 7JA during normal business hours on any weekday (Saturdays and public holidays excepted) for 14 days from the date of this document:-
| Total premium income | ||
|---|---|---|
| Operating loss before taxation | $ f1,285m$ | $(1991 \n\text{\textsterling}1,107\text{m})$ |
| $ f_{.19.2m}$ | $(1991 \n\text{\textsterling}24.2m)$ | |
| Loss attributable to shareholders | $ f$ 3.7m | |
| Operating loss per share | $(1991 \text{ profit } \text{\textsterling}10.5\text{m})$ | |
| $-5.3p$ | (1991 4.6 p ) | |
Tony Brend, Chief Executive, commenting on the results said:-
'The pre-tax loss for the first three months of $f$ 19.2m was an improvement over the corresponding period in 1991. The better result from general insurance business should gather momentum as benefits flow from management actions including premium rate increases in the United Kingdom.'
'Life operations made good progress with new life business increasing by 46 per cent. Life profits, although held back by new business growth, continued to make a substantial contribution of $f_{27.0m}$ .
'General insurance trading conditions are improving in the United Kingdom with significant premium rate increases being obtained across most classes of business, although it will take time before these increases are fully reflected in our results. Opportunities are being taken to write selective additional business whilst maintaining strict underwriting standards.
'United States results continued their steady and encouraging progress and the Netherlands produced a satisfactory performance, despite difficult market conditions in both countries. In other Continental European countries, general insurance markets remained depressed, particularly in France.'
'Bomb damage in the City of London on Friday, 10 April is expected to cost us approximately $\text{\Leftrightarrow} 15\text{m}$ after reinsurance recoveries. This loss will be charged to the second quarter's results. Considerable damage occurred to our head office and disaster recovery plans were put into immediate effect. Due to a determined response from staff, operations were fully effective within 48 hours without inconvenience to customers and with minimal disruption to our business.'
| Features of the results were:- | |||
|---|---|---|---|
| GROUP ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
1992 | 1991 | Underlying increase |
| Life premium income | £m . |
∤.m |
₩ |
| General insurance premium income | 454.4 | 358.1 | 24 |
| 830.3 ,,,,,,,,,,,,,,,,, |
748.9 |
11 | |
| Life profits | |||
| Non-life operating result | 27.0 | 26.5 | |
| (46.2) | (50.7) |
||
| Operating loss before taxation | (19.2) | (24.2) |
| UNITED KINGDOM | 1992 | 1991 | Underlying increase |
|---|---|---|---|
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Life premium income . |
£m |
£m |
% |
| General insurance premium income | 109.3 | 92.6 | 18 |
| Life profits | 363.9 *** |
287.5 **** |
26 |
| Non-life operating result | 11.0 | 10.3 | |
| Operating loss before taxation | (13.9) | (24.7) | |
| $\cdot$ $\sim$ | (2.9) | (14.4) |
(1991 $\measuredangle$ 9m) but recession-related claims continued at a high level. Theft claims were 37 per cent. higher at $\text{\AA}$ 27m and mortgage guarantee underwriting losses were $\text{\AA}$ 4.5m (1991 loss $\&$ 1.7m). London market marine business, which is accounted for on the three year basis, produced an underwriting loss of £13.0m (1991 loss £4.0m).
General insurance premium rates continue to rise with significant increases being achieved in most classes. We are obtaining growth in selected areas whilst maintaining
| ີ້ີ້ Life premium income |
1992 £т Manufacturers |
1991 £m |
Underlying increase % |
|---|---|---|---|
| General insurance premium income | 217.1 | 162.4 | 29 |
| 69.2 | 97.2 | (32) | |
| Life profits | . |
||
| Non-life operating result | 14.2 | 14.1 | |
| Operating profit before taxation | 1.9 |
1.3 |
|
| 16.1 | 15.4 | ||
| $D2$ $L2$ $\tau$ 1 $\tau$ 1 | ******* 1000000000000000000000000000000000000 |
Delta Lloyd, our subsidiary in the Netherlands, achieved another good result despite a difficult general insurance trading environment.
| OTHER EUROPEAN TERRITORIES: | 1992 £т |
1991 | Underlying increase |
|---|---|---|---|
| Life premium income | . | £m *** |
% |
| General insurance premium income | 77.6 | 56.3 | 33 |
| 91.4 | 80.9 | 16 | |
| Life profits | **** |
TREADWAY |
|
| Non-life operating result | 0.5 | 1.0 | |
| Operating loss before taxation | (13.9) ***** |
(9.0) PERSONAL PROPERTY |
|
| (13.4) | (8.0) | ||
| Thara was above | ALESSANDRONESSE . |
| UNITED STATES ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, . |
1992 £т |
1991 £m |
$U$ nderlying increase % |
|---|---|---|---|
| Life premium income | 33.6 |
36.2 |
(7) |
| General insurance premium income | 227.9 |
204.7 |
|
| Life profits Non-life operating result |
1.5 |
. 0.9 |
|
| 10.3 *** |
2.3 |
||
| Operating profit before taxation | 11.8 *** |
3.2 |
| CANADA ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
1992 | 1991 | Underlying increase |
|---|---|---|---|
| Life premium income . |
£m **** |
£m -------------- |
% |
| General insurance premium income | 16.6 | 10.3 | 65 |
| 32.3 |
36.4 |
(9) | |
| Life profits Non-life operating result |
(0.2) |
*** 0.2 |
|
| (2.1) *** |
0.2 |
||
| Operating (loss)/profit before taxation | (2.3) |
0.4 |
| VERSEAS | 1992 | 1991 | Underlying increase |
|---|---|---|---|
| Life premium income | £m |
£щ ARTWOODSTEADS |
% |
| General insurance premium income | 0.2 | 0.3 | |
| 30.8 | 27.2 | 10 | |
| Life profits | . |
**** |
|
| Non-life operating result | |||
| 2.9 |
19 | ||
| Operating profit before taxation | 2.9 1.11111111111111111111111111111111111 |
1.2 1 |
The analysis of the underwriting result by territory was as follows:-
| United Kingdom | 1992 £m The House Country Co. |
1991 £,m |
|
|---|---|---|---|
| Continental Europe - Netherlands | (54.1) | (58.4) | |
| - Other territories | (5.5) | (7.3) | |
| North America | - United States | (19.6) | (14.9) |
| $-$ Canada | (19.5) | (26.6) | |
| Overseas | (8.0) | (6.4) | |
| Group reinsurance retentions | (1.9) | (2.3) | |
| (5.0) | (4.7) | ||
| (113.6 | (120.6) |
| . . $ -$ A |
|||
|---|---|---|---|
| Netherlands florin | 31 March 1992 | . | 31 March 1991 . |
| United States dollar | 3.22 | 3.35 | |
| Canadian dollar | 1.74 | 1.74 | |
| 2.07 | 2.02 |
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