Randall & Quilter Investment Holdings Ltd.

('R&Q' or 'The Group')

Full year results for the 12 months ended 31 December 2017

30 April 2018

The Board of Randall & Quilter (AIM: RQIH), the Bermuda based legacy acquisitions and global program underwriting management specialist, announces the Group's full year results for the 12 months ended 31 December 2017

Financial Highlights

· Pre-tax profit £23.5m * (2016 £8.5m)

· Underlying profit growth of 38%

· EPS 25.4p * (2016 11.7p)

· Total Distributions per share of 8.9p (2016 8.6p) including a final proposed distribution of 5.4p (2016 5.2p) payable on or around 18 June 2018

· Return on tangible equity 17.3% (2016 13.5%)

· Investment return 1.6% on invested assets (2016 2.7%)

· Book value per share excluding goodwill 120.8p (2016: 107.4p), increasing to 132.1p upon conversion of goodwill on sale of Insurance Services business in January 2018.

· Cash and investments £602.8m (2016 £393.0m)

*Including profit on disposal of R&Q's Lloyd's managing agency of £11.8m (net of costs)

Operational Highlights

Delivered on the strategy of creating a streamlined and focused business centred around two core offerings: legacy acquisitions and program underwriting management.

· Sale of R&Q's Lloyd's managing agency (November 2017) and Insurance Services businesses (completed January 2018) to allow the Group to focus on its chosen core business activities.

· Excellent contribution from 19 completed legacy transactions, with especially strong growth in North America

· Two successful share offerings in the year raising a total of £65m of new capital. All £47m proceeds of funds raised in October 2017 have now been injected into our US and European insurance companies, Accredited Surety & Casualty Company, Inc. ('Accredited') and R&Q Insurance (Malta) Limited ('R&Q Malta')

· A.M. Best adjusted Accredited's A- (excellent) financial strength rating upwards from VI to VII and awarded R&Q Malta A- (excellent) financial strength rating giving partners and counter-parties greater confidence in the financial strength of the business

Group summary financial performance

Group Performance

12 months

12 months

£'000

2017

2016

Group results

Operating profit

27,949

10,386

Profit before tax

23,461

8,479

Underlying Profit before tax

11,661

8,479

Profit after tax

22,970

8,315

Earnings per share (basic)

25.4p

11.7p

Balance sheet information

Total assets

1,065,791

786,212

Cash and Investments

602,753

392,978

Total insurance claims gross reserves

722,535

553,726

Shareholders' equity

166,772

94,368

Key statistics

Investment return on invested assets

1.6%

2.7%

Return on tangible equity

17.3%

13.5%

NTA per share

105.3p

85.1p

Book value per share excluding goodwill

120.8p

107.4p

Distribution per share

8.9p

8.6p

Ken Randall, Group Chairman and CEO, commented: '2017 was a year of transformation for Randall & Quilter as we refocussed and simplified the business around legacy acquisitions and insurance program underwriting management. However, this did not divert the business from delivering strong underlying earnings growth of 38%. Pre-tax profits for the year were £23.5m including an £11.8m net profit from the sale of our Lloyd's Managing Agency.

As planned, the additional £47m net capital raised from new and existing shareholders in October has now been fully deployed by increasing the capital of Accredited Surety and Casualty Company Inc. and R&Q Malta. The resulting improvement in Accredited's A.M. Best credit rating and achieving a new A.M. Best A- (excellent) rating for R&Q Malta has enhanced the range of opportunities available and enabled us to secure increased commission rates.

I am pleased to report that we have an excellent pipeline of new business in both program underwriting management and legacy acquisitions. 2017 saw a further increase in the profit contribution from legacy acquisitions. Program underwriting management business has been building steadily, especially towards the end of the year and we anticipate strong future profit growth from this business area, as commission earnings from new program launches gain momentum from the end of 2018 and beyond.

In 2018 and 2019 we should finally see a positive contribution from our residual participation on Lloyd's Syndicate 1991. There is also potential for an increase in investment earnings as we continue to build our 'float' of cash and investments in an expected rising interest rate environment. In this regard, our float has more than doubled since 2015 and now totals over £600m. We shall continue to actively manage our investment portfolios in high quality, fixed income securities with overriding emphasis on protecting capital values whilst benefiting from the anticipated rises in global interest rates.

As a Group we have always seized upon opportunities which inevitably come from market turbulence and this is certainly true today as we witness major upheavals in the global insurance industry - especially those arising out of the challenges posed by Brexit and the emergence of new technologies.

We are progressing with the possible launches of a small number of 'Fintech' program underwriting management initiatives and see long term growth potential through using our extensive insurance licences in the USA and Europe to deliver 'disruptive' technologies to the market.

The business continues to deliver strong distributions to shareholders. The Board regularly reviews its distribution approach, and after due consideration it has decided to adopt the 'return of capital' approach for the next distribution.

In summary, I believe the business is in good shape. With a strong and energised management team, we are very well placed to develop and profit from the multiple opportunities in our chosen business segments. '

Strategy and business model

The overall mission and purpose of the Group is to:

· Offer investors profits and capital extractions from legacy insurance and reinsurance acquisitions, and

· Generate fee and commission income from itslicencedUS and European carriers by selective delegation of underwriting to MGA's with niche and profitable business with support from high quality (re)insurance capital providers.

We have listened to our stakeholders and we have carefully watched the changing nature and requirements of the global insurance business. From this we have determined that our focus should be on two core areas that provide strong growth opportunities - arguably two of the strongest growth sectors in the global P&C insurance market - where our expertise and infrastructure gives us a competitive advantage.

Industry dynamics arefuellingthis strong demand for legacy solutions and program underwriting management services. They combine to provide R&Q shareholders with distinct but complementary earnings: the potential of capital extraction and income generation from legacy acquisitions and regular fee income from program underwriting management.

We have retained a nominal participation on Syndicate 1991 for the 2018 Lloyd's year of account. The participations of the Group on the 2016 and 2017 years of account are finally expected to produce a profit for the Group in 2018 and 2019.

Legacy Acquisitions

Providing creative finality solutions to owners of discontinued ('run-off') insurance business has been at the heart of the R&Q Group and its predecessor companies for over twenty-five years.

12 months

12 months

Divisional Key Metrics £'000

2017

2016

Result of operating activities (live & run-off)

25,356

23,515

Key metrics

Goodwill on bargain purchase

24,666

16,281

Loss on Syndicate 1991 participation

(2,824)

(2,088)

Investment return on invested assets

1.6%

2.7%

We have always taken pride in being nimble and creative in applying solutions to owners of run-off businesses. In the past, this was often insurers who had ceased underwriting and we have already seen in Q1 2018 that this pattern continues with the recent announcements by the New Zealand insurance group CBL and the Danish insurer Alpha to stop underwriting.

But there are now many other reasons why owners of insurance businesses decide to free themselves of their liabilities. The European-wide Solvency II regulations and the associated equivalence regime means legacy business can lead to onerous capital and reporting obligations. In addition the recent US tax reforms and OECD tax policies could have a significant impact on some self-insurance entities, not least those that are off-shore.

There are also increasing opportunities emerging from industry M&A where acquirers of business decide to sell 'run-off' books with a view to freeing up capital. Again, Solvency II and the wider recognition of effective capital management arefuellingthis interest.

We continue to deliver a wide range of exit solutions to the captive and self insured sector, especially through the use of Accredited's statewide licences. Aside from regular captive and cell structures, deals have also been successfully completed with risk retention groups, self insured funds and corporate deductible buyback programs.

Finally, we see renewed opportunities in Lloyd's run off business and our expertise in this sector was reflected through the successful completion of two new Reinsurance to Close ('RITC') transactions: Prosight's Syndicate 1110 corporate members (effective from 1 July 2017) and Hamilton/Sportscover Syndicate 3334 in conjunction with AXA Liabilities Managers S.A.S. which completed on 1 January 2018.

In total, we completed 19 legacy deals in 2017 (15 in 2016) and 64 since 2009. Our range of solutions was reflected in the different types of transactions: 5 acquisitions, 6 novations, 6 loss portfolio transfers, 1 transfer and 2 run-offs at Lloyd's (one of which was effective on 1 January 2018).

2017 was the year that R&Qcapitalisedon its long-standing expertise and infrastructure to demonstrate its superior legacy offering. With an extensive pipeline of opportunities and the industry dynamics, we have every confidence in the future.

Legacy acquisition highlights

· 19 transactions in 2017

· Two new Lloyd's 'RITC' deals (one of which was effective on 1 January 2018)

· 2017 fundraisings providing additional balance sheet strength

· New drivers for legacy disposals including M&A and Solvency II

Program Underwriting Management

Our other core business is program underwriting management where R&Q uses its infrastructure - including A.M. Best A- rated insurers in the US and Europe - working with MGAs/MGUs and reinsurers to earn fee income for being their partner and insurance conduit which is mostly re-insured.

A.M. Best has adjusted Accredited's A- (excellent) financial strength rating to the next category, from VI to VII to reflect the higher capital in the business and has recently affirmed our rating with a stable outlook. Again, this move has been well received by our existing clients and prospects. In addition, Accredited is US Treasury Listed to write Federal Bonds (one of the few national program managers that has a T listing).

Encouragingly, the program underwriting management pipeline is strong and we anticipate a lot of new activity in 2018 in both Europe and the US. Earlier this year, A.M. Best awarded R&Q Malta A- (excellent) financial strength rating, the same as Accredited, and this gives our partners and counter-parties greater confidence in our financial strength and enables us to compete in new business lines where rated capacity is important.

Market disruption and the apparent retrenchment of some existing US providers is also providing R&Q with new opportunities in the US and the typical size of transactions we are negotiating is increasing significantly.

In Europe, Solvency II has exposed a number ofundercapitalisedfronting specialists. 'Brexit', and the current uncertainty over how it will impact financial services is creating new opportunities for R&Q which owns a European insurer, R&Q Maltalicencedto operate across the European Union and which will continue to do so after 'Brexit'.

As with legacy acquisitions, the industry dynamics are encouraging for the continued growth of program underwriting management and we believe R&Q is well-positioned tocapitaliseon the growing demand.

New Fintech/InsureTech initiatives are creating a disruptive force that is encouraging industry entrepreneurs to establish new platforms and ways of writing business. Typically, this is in the form of MGAs and R&Q's insurance platforms can provide the infrastructure to support these new businesses and act as a conduit between them and their (re)insurance capital.

In addition to the encouraging industry dynamics, R&Q has built a superior offering in both the US and Europe.

We provide high-quality, A.M. Best A- (excellent) rated insurance paper to our underwriting partners in both the US and Europe. Our US platform, Accredited, successfully expanded its nationwide P&Clicencesin 2017 which means we are now able to provide for nearly every type of P&C cover on behalf of our partners.

Unlike some of our competitors, we do not have any direct 'channel conflicts' because we do not also participate in direct live underwriting and we select our underwriting partners carefully to ensure we can provide an exclusive service in their area of expertise.

In 2017, we signed 3 program partnerships in Europe and 5 in the US. In 2018, we anticipate signing a further 6 partnerships in Europe and a further 6 in the US.

R&Q typically earns commission revenues from program underwriting management partnerships. While this means it requires a lot of work by R&Q before we begin to earn fee income from new programs, the quality of revenue is very attractive because it is consistent and reliable. Our rated capacity and growing reputation in this field also enables us to compete and win new, more complex accounts where commission rates are often higher. Revenues from our program underwriting management business will be significantly higher in 2018.

Program Underwriting Management highlights

· 8 new programs signed in 2017 (5 in US; 3 in Europe)

· 12 new programs expected in 2018 in US and Europe

· Market disruption in both US and Europefuellingstrong demand and activity

· Positive A.M. Best rating actions underpinning the R&Q offering

Insurance Services

The Insurance Services and Captive Management operations were sold in January 2018 to The Davies Group for £20m (£18.6m net).

Total Income for the year to 31st December 2017 was £29.7m (£29.5m 2016), this included third party income of £19m (£20m 2016) and the operating profit for 2017 was £1.7m (£2m 2016). The net proceeds of £18.6m have now been used to improve the balance sheets of both Accredited and R&Q Malta along with the proceeds from the capital raise in October 2017.

Underwriting Management

The Lloyd's Managing Agency business was sold toCoverysGroup in November 2017. The remaining businesses in this division comprise Accredited Surety and Casualty Company, Inc. based in Florida, and, R&Q Commercial Risk Services Limited and Trilogy Managing General Agents Limited in London, which earn fees from underwriting SME commercial insurance risks on behalf of Lloyd's and other insurers. Going forward we expect these MGA's to provide additional business inflows to R&Q Malta.

Governance

We set high standards of corporate governance, with a structure designed to establish, implement and maintain effective controls essential to the Group's long term success. The role of the Board is to set the Groups' strategic objectives, and to oversee and review management performance, ensuring the required resources are available for meeting those objectives. The Board meets regularly throughout the year to debate and conduct these matters.

Our people

As a result of the successful completion of the streamlining of the business our headcount is down significantly from 411 as at the 31 December 2016 to 234 in February 2018. We have also progressed a significant number of management changes to reflect the strategic changes we have made. This includes the expansion of our Executive Committee and promotion of experienced individuals from within the business to create an empowered Senior Management team.

· Mark Langridge, who has been with the Group for 9 years, has joined the main board and became Group-wide head of legacy acquisitions and run off management

· Todd Campbell, who has been with the Group for 2 years was appointed President of Accredited. Todd heads our program underwriting management business for the USA.

· Paul Corver, now heads up the Group's Legacy M&A activities

· Carrie Hewitt has been appointed Group Actuary and Head of Capital Management

· Colin Johnson, who has been with the Group for 10 years, has been appointed CEO of UK and European Program Underwriting Management

· Sangeeta Johnson, is now Head of Operations

Co-founder Alan Quilter has returned to his role as CFO in addition to having Board responsibility for the growing program business.

Former CFO Tom Booth leaves the Group in 2018 and we wish him well in his futureendeavours.

I would like to pay tribute to the hard work and dedication of all R&Q staff over the past year. Without their energy and commitment it would not have been possible to achieve the momentum and strategic delivery across business which provides the platform for our future growth.

Succession Planning

We have excellent bench strength throughout our senior and middle management and the Board continues to focus on ensuring there is a credible long-term succession plan in place for the future leadership of the Business.

Outlook

2017 was a successful year for the Group. We were pleased with the underlying improvement in financial performance but the wider story is that it was the year that R&Q has transformed itself into a business with a platform able tocapitaliseon our existing expertise and infrastructure.

I believe the Group is well positioned to benefit financially from the significant transformation achieved in 2017 and has a strong pipeline of potential new business both in legacy acquisitions and program management. The exact timing of legacy acquisitions can be uncertain, especially where regulatory approval is required. Our expectations for the full year remain unchanged, noting that the Group typically experiences a stronger trading result in the second half year. In 2018 this second half earnings bias will also reflect the delayed earnings pattern on commission received from our rapidly developing program underwriting partnerships where we anticipate significant growth in the second half year.

In summary, today's R&Q is a simpler businessfocussedaround two core operations that provide strong long-term growth prospects and complementary earnings patterns.

We will continue to build on the improved financial performance of the Group in 2017 and look forward to 2018 and beyond with optimism.

Ken Randall

Chairman

Enquiries to:

Randall & Quilter Investment Holdings Ltd.

www.rqih.com

Ken Randall

Tel: 020 7780 5945

Numis Securities Limited

Stuart Skinner (Nominated Adviser)

Tel: 020 7260 1000

Charles Farquhar (Broker)

Tel: 020 7260 1000

Shore Capital Stockbrokers Limited

Dru Danford / Stephane Auton

Tel: 020 7408 4090

FTI Consulting

Edward Berry/Tom Blackwell

Tel: 020 3727 1046

Notes to Editors:

About R&Q

The overall mission of the Bermuda based Group is to:

· Generate profits and capital extractions from expert management of legacy non-life insurance acquisitions/reinsurances, including in Lloyd's; and

· Grow commission income from its licensed (and rated) carriers in the US and EU/UK, writing niche and profitable programme business, largely on behalf of highly rated reinsurers.

Our aim is to continue to grow sustainable profit streams to support our business model and increase book value and cash distributions to shareholders.

The Group was founded by Ken Randall and Alan Quilter in 1991.

Legal Entity Identifier (LEI): 2138006K1U38QCGLFC94

Website:www.rqih.com

Consolidated Income Statement

For the year ended 31 December 2017

2017

2016

Note

£000

£000

£000

£000

Continuing operations

Gross premiums written

187,947

53,377

Written premiums ceded to reinsurers

(39,255)

(3,597)

Net written premiums

148,692

49,780

Change in provision for unearned premiums, gross

16,553

(6,065)

Change in provision for unearned premiums, reinsurers' share

3,425

2,360

Net change in provision for unearned premiums

19,978

(3,705)

Earned premium, net of reinsurance

168,670

46,075

Gross investment income

7

8,187

7,972

Other income

8

8,154

6,838

16,341

14,810

Total income

185,011

60,885

Gross claims paid

(142,013)

(59,430)

Proceeds from commutations and reinsurers' share of gross claims paid

60,585

113,599

Claims paid, net of reinsurance

(81,428)

54,169

Movement in gross technical provisions

(10,765)

(2,317)

Movement in reinsurers' share of technical provisions after adjusting for commutations

(16,839)

(63,880)

Net change in provisions for claims

(27,604)

(66,197)

Net claims provisions increased

(109,032)

(12,028)

Operating expenses

9

(84,418)

(56,096)

Result of operating activities before goodwill on bargain purchase

(8,439)

(7,239)

Goodwill on bargain purchase

29

24,666

16,281

Amortisation and impairment of intangible assets

15

(1,909)

(779)

Result of operating activities

14,318

8,263

Finance costs

10

(4,204)

(1,889)

Share of loss of associate

(284)

(18)

Profit from continuing operations before income taxes

11

9,830

6,356

Income tax (charge)/credit

12

(313)

684

Profit for the year from continuing operations

9,517

7,040

Profit for the period from discontinued operations

6

13,453

1,275

Profit for the year

22,970

8,315

Attributable to:-

Shareholders of the parent

22,914

8,414

Non-controlling interests

56

(99)

22,970

8,315

The accounting policies and accompanying notes are an integral part of the Consolidated Financial Statements.

Earnings per ordinary share from continuing and discontinued operations:-

Basic

13

25.4p

11.7p

Diluted

13

25.4p

11.7p

Earnings per ordinary share from continuing operations:-

Basic

13

10.5p

9.9p

Diluted

13

10.5p

9.9p

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2017

2017

£000

2016

£000

Other Comprehensive Income:

Items that will not be reclassified to profit or loss:

Pension scheme actuarial losses

(1,002)

(4,168)

Deferred tax on pension scheme actuarial losses

170

709

(832)

(3,459)

Items that may be subsequently reclassified to profit or loss:

Exchange (losses)/gains on consolidation

(7,416)

8,742

Other comprehensive income

(8,248)

5,283

Profit for the year

22,970

8,315

Total comprehensive income for the year

14,722

13,598

Attributable to:

Shareholders of the parent

14,698

13,649

Non-controlling interests

24

(51)

Total comprehensive income for the year

14,722

13,598

The accounting policies and accompanying notes are an integral part of the Consolidated Financial Statements.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2017

Notes

Share

capital

Share option costs

Share premium

Foreign currency translation reserve

Retained earnings

Total

Non-controlling interests

Total

£000

£000

£000

£000

£000

£000

£000

£000

Year ended 31 December 2017

At beginning of year

1,441

64

5,563

8,285

79,015

94,368

6

94,374

Profit for the year

-

-

-

-

22,914

22,914

56

22,970

Other comprehensive income

Exchange losses on consolidation

-

-

-

(7,384)

-

(7,384)

(32)

(7,416)

Pension scheme actuarial losses

-

-

-

-

(1,002)

(1,002)

-

(1,002)

Deferred tax on pension scheme actuarial losses

-

-

-

-

170

170

-

170

Total other comprehensive income for the year

-

-

-

(7,384)

(832)

(8,216)

(32)

(8,248)

Total comprehensive income for the year

-

-

-

(7,384)

22,082

14,698

24

14,722

Transactions with owners

Share based payments

-

(64)

-

-

-

(64)

-

(64)

Issue of shares

24

1,076

-

64,308

-

-

65,384

-

65,384

Issue of X & Y shares

7,614

-

(7,614)

-

-

-

-

-

Cancellation of X & Y shares

14

(7,614)

-

-

-

-

(7,614)

-

(7,614)

Non-controlling interest in subsidiary acquired

30

-

-

-

-

-

-

(196)

(196)

At end of year

2,517

-

62,257

901

101,097

166,772

(166)

166,606

Attributable to equity holders of the parent

Notes

Share

capital

Share option costs

Share premium

Foreign currency translation reserve

Retained earnings

Total

Non-controlling interests

Total

£000

£000

£000

£000

£000

£000

£000

£000

Year ended 31 December 2016

At beginning of year

1,437

64

11,369

(409)

74,060

86,521

57

86,578

Profit/(loss) for the year

-

-

-

-

8,414

8,414

(99)

8,315

Other comprehensive income

Exchange profits on consolidation

-

-

-

8,694

-

8,694

48

8,742

Pension scheme actuarial losses

-

-

-

-

(4,168)

(4,168)

-

(4,168)

Deferred tax on pension scheme actuarial losses

-

-

-

-

709

709

-

709

Total other comprehensive income for the year

-

-

-

8,694

(3,459)

5,235

48

5,283

Total comprehensive income for the year

-

-

-

8,694

4,955

13,649

(51)

13,598

Transactions with owners

Issue of shares

24

4

-

247

-

-

251

-

251

Issue of V & W shares

6,053

-

(6,053)

-

-

-

-

-

Cancellation of V & W shares

14

(6,053)

-

-

-

-

(6,053)

-

(6,053)

At end of year

1,441

64

5,563

8,285

79,015

94,368

6

94,374

The accounting policies and accompanying notes are an integral part of the Consolidated Financial Statements.

Consolidated Statement of Financial Position

As at 31 December 2017

Company Number 47341

Note

2017

£000

2016

£000

Assets

Intangible assets

15

20,712

32,966

Property, plant and equipment

16

3,035

3,396

Investment properties

17a

426

407

Financial instruments

- Investments (fair value through profit and loss)

17b

405,516

245,744

- Deposits with ceding undertakings

4b

6,674

5,578

Reinsurers' share of insurance liabilities

22

253,482

202,732

Deferred tax assets

23

10,907

6,344

Current tax assets

23

2,411

3,014

Insurance and other receivables

18

170,273

144,375

Cash and cash equivalents

19

173,393

141,656

Assets held for sale

6

18,962

-

Total assets

1,065,791

786,212

Liabilities

Insurance contract provisions

22

722,535

553,726

Financial liabilities

- Amounts owed to credit institutions

21

55,889

65,931

- Deposits received from reinsurers

1,170

1,354

Deferred tax liabilities

23

6,890

2,893

Insurance and other payables

20

92,269

50,410

Current tax liabilities

23

7,426

7,656

Pension scheme obligations

26

11,214

9,868

Liabilities held for sale

6

1,792

-

Total liabilities

899,185

691,838

Equity

Share capital

24

2,517

1,441

Share option costs

-

64

Share premium

24

62,257

5,563

Foreign currency translation reserve

901

8,285

Retained earnings

101,097

79,015

Attributable to equity holders of the parent

166,772

94,368

Non-controlling interests in subsidiary undertakings

30

(166)

6

Total equity

166,606

94,374

Total liabilities and equity

1,065,791

786,212

The Financial Statements were approved by the Board of Directors on 27 April 2018 and were signed on its behalf by:

K E Randall A K Quilter

The accounting policies and accompanying notes are an integral part of the Consolidated Financial Statements.

Consolidated Cash Flow Statement

For the years ended 31 December 2017

Cash flows from operating activities

Note

2017

£000

2016

£000

Profit for the year

22,970

8,315

Tax included in consolidated income statement

491

163

Finance costs

10

4,204

1,889

Depreciation and impairments

16

625

617

Share based payments

24

419

251

Share of loss of associate

284

18

Profit on divestment

(15,190)

(625)

Goodwill on bargain purchase

29

(24,666)

(16,281)

Amortisation and impairment of intangible assets

15

1,909

943

Fair value gain on financial assets

(2,728)

(3,848)

Loss on revaluation of investment property

17

-

65

Loss on net assets of pension schemes

514

1,012

Decrease in receivables

8,121

6,315

Increase in deposits with ceding undertakings

(1,096)

(469)

Increase in payables

22,256

11,999

Increase in net insurance technical provisions

7,626

69,902

Cash generated from operations

25,739

80,266

Income taxes paid

-

(234)

Income taxes repaid

-

225

Net cash generated fromoperating activities

25,739

80,257

Cash flows from investing activities

Purchase of property, plant and equipment

16

(471)

(3,085)

Proceeds from sale of property, plant and equipment

17

-

61

Proceeds from sales of investment properties

-

359

Purchase of intangible assets

15

(419)

(288)

Sale of financial assets

6,133

19,177

Purchase of financial assets

(161,010)

(85,312)

Acquisition of subsidiary undertakings (offset by cash acquired)

106,186

39,341

Divestment (offset by cash disposed of)

17,773

625

Net cash used in investing activities

(31,808)

(29,122)

Cash flows from financing activities

Repayment of borrowings

(62,772)

(5,999)

Proceeds from new borrowing arrangements

54,537

30,677

Interest and other finance costs paid

10

(4,204)

(1,889)

Cancellation of shares

14

(7,614)

(6,053)

Receipts from issue of shares

64,901

-

Net cash from financing activities

44,848

16,736

Net increase in cash and cash equivalents

38,779

67,871

Cash and cash equivalents at beginning of year

141,656

69,325

Exchange (losses)/gains on cash and cash equivalents

(5,933)

4,460

Cash and cash equivalents at end of year

19

174,502

141,656

Share of Syndicates' cash restricted funds

43,898

7,119

Other funds

129,495

134,537

Cash and cash equivalents relating to continuing operations

173,393

141,656

Cash and cash equivalents relating to discontinued operations

1,109

-

Cash and cash equivalents at end of year

174,502

141,656

In 2017 cash flows relating to the sale and purchase of financial assets, which were previously included within cash flows from operating activities, have been included within cash flows from investing activities. The 2016 comparative figures have been adjusted accordingly. This more appropriately reflects the Group's operating and investing activities.

The accounting policies and accompanying notes are an integral part of the Consolidated Financial Statements.

Notes to the Consolidated Financial Statements

For the year ended 31 December 2017

1. Corporate information

Randall & Quilter Investment Holdings Ltd. (the 'Company') is a company incorporated in Bermuda and listed on AIM, a sub-market of the London Stock Exchange. The Company and its subsidiaries (together forming the 'Group') carry on business worldwide as owners and managers of insurance companies, live and in run off, as underwriting managers for active insurers, as participators in Lloyd's Syndicates, as purchasers of insurance receivables and as service providers to the non-life insurance market. The Consolidated Financial Statements were approved by the Board of Directors on 27 April 2018.

2. Accounting policies

The principal accounting policies adopted in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

a. Basis of preparation

The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards ('IFRS'), endorsed by the European Union, International Financial Reporting Interpretations Committee interpretations and with the Bermuda Companies Act 1981 (as amended).

The Group Consolidated Financial Statements have been prepared under the historical cost convention, except that financial assets (including investment property), financial liabilities (including derivative instruments) and purchased reinsurance receivables are recorded at fair value through profit and loss. All amounts are stated in sterling and thousands, unless otherwise stated.

The preparation of the Consolidated Financial Statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the year (Note 3). Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised in the year when the revision is made.

New and amended standards adopted by the Group

In the current year, the Group has applied amendments to IFRSs issued by the IASB that are mandatory for an accounting period that begins on or after 1 January 2017.

IAS 7 Amendment: Disclosure initiative.

IAS 12 Amendment: Recognition of deferred tax assets for unrealised losses.

IFRS 2014-2016 annual improvement cycle, IFRS 12 Disclosure of Interests in Other Entities.

IAS 7 Amendment, Disclosure initiative.

The amendments to IAS 7, Statement of Cash Flows, which form part of the IASB's Disclosure Initiative, require disclosure of the movements in liabilities arising from financing activities with cash and non-cash changes presented separately. The adoption of this amendment has given rise to an additional Consolidated Cash Flow Statement disclosure within note 21.

IAS 12 Amendment, Recognition of deferred tax assets for unrealised losses.

The revisions to IAS 12 Income Taxes clarify the accounting for deferred tax assets on unrealised losses and states that deferred tax assets should be recognised when a debt instrument is measured at fair value and that fair value is below the asset's tax base. It also provides further clarification on the estimation of probable future taxable profits that may support the recognition of deferred tax assets. The adoption of this amendment has not impacted on the consolidated financial statements as the clarifications to IAS 12 are consistent with Group existing interpretation and practice.

IFRS 2014-2016 annual improvement cycle

These improvements consist of amendments to the following IFRS.

IFRS 12 Disclosure of Interests in Other Entities. The amendments state that an entity need not provide summarised financial information for interests in subsidiaries, associates or joint ventures that are classified (or included in a disposal group that is classified) as' held for sale'. The amendments clarify that this is the only concession from the disclosure requirements of IFRS 12 for such interests.

A number of new standards and interpretations adopted by the EU which are not mandatory, as well as standards and interpretations issued by the IASB but not yet adopted by the EU, have not been applied in preparing these financial statements.

The Group does not plan to adopt these standards early; instead it will apply them from their effective dates as determined by their dates of EU endorsement. The Group continues to review the upcoming standards to determine their impact.

IFRS 9, Financial instruments (IASB effective date 1 January 2018)

IFRS 14, Regulatory deferral accounts (IASB effective date 1 January 2016)

IFRS 15, Revenue from contracts with customers (IASB effective date 1 January 2018)

IFRS 16, Leases (IASB effective date 1 January 2019)

IFRS 17, Insurance Contracts (IASB effective date 1 January 2021)

IFRS 2 Amendment. Classification and Measurement of Share-based Payment Transactions. (IASB effective date 1 January 2018)

IFRS 4 Amendment, Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (IASB effective date 1 January 2018)

IFRS 10 and IAS28 Amendments, Sale or contribution of assets between an investor and its associate or joint venture. (IASB have deferred the effective date)

IAS 40 Amendment, Transfer of Investment Property (IASB effective date 1 January 2018)

IFRS 2014 - 2016 improvement cycle (IASB effective date 1 January 2018). Amendments to IFRS 1, First-Time Adoption of International Financial Reporting Standards and IAS 28, Investments in Associates and Joint Ventures.

Of the upcoming accounting standard changes, the Group anticipates that IFRS 16 and IFRS 17 will have the most material impact to the financial statements presentation and disclosures. The accounting developments and implementation timelines of these standards are being closely monitored and the impacts of the standards themselves are being reviewed. Full impact analysis in respect of these standards is in the process of being completed. A brief overview of these standards is provided below:

IFRS 9 provides a reform of financial instruments accounting to supersede IAS 39 financial instruments: recognition and measurement. The standard contains the requirements for a) the classification and measurement of financial instruments; b) a new impairment methodology and c) general hedge accounting. IFRS 4 Amendment, Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts contains an optional temporary exemption from applying IFRS 9 for entities whose predominant activity is issuing contracts within the scope of IFRS 4. The Group meets the eligibility criteria and intends to take advantage of this temporary exemption and not apply this standard until the effective date of IFRS 17.

IFRS 15 establishes a single comprehensive model for entities to use in accounting for revenue from contracts with customers. Revenue from contracts accounted for under IFRS 4 is outside the scope of IFRS 15 however the Group will apply the new revenue recognition standard to non-insurance contracts. Furthermore, the Group will apply the new standard to non-insurance components of contracts traditionally considered to be insurance contracts. The new standard's requirement for accounting for variable consideration could change the timing of revenue recognition for non-insurance contracts issued by the Group. The Group will adopt this standard on 1 January 2018 and the current assessment of IFRS 15 is that it will be immaterial to the Group.

IFRS 16 'Leases' specifies how an IFRS reporter will recognise, measure, prepare and disclose leases. The standard replaces IAS 17 'Leases' and related interpretations. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors will continue to classify leases as operating or finance, with IFRS 16's approach to lessor accounting being substantially unchanged from its predecessor IAS 17. Additionally, the current rental charge in the consolidated income statement will be replaced with a depreciation charge for the lease assets and an interest expense for the lease liabilities. The standard is effective for annual periods beginning on or after 1 January 2019, with earlier adoption permitted if IFRS 15 'Revenue from contracts with customers' has also been applied.

IFRS 17 was issued in May 2017. It will replace IFRS 4 on accounting for insurance contracts and has an effective date of 1 January 2021. The Group expects to adopt the new standard on this date. Under the IFRS 17 model, insurance contract liabilities will be calculated as the present value of future insurance cash flows with a provision for risk. The discount rate will reflect current interest rates. If the present value of future cash flows would produce a gain at the time a contract is issued the model would also require a 'contractual service margin' to offset the day 1 gain. The contractual service margin would amortise over the life of the contract. There would also be a new income statement presentation for insurance contracts, including a revised definition of revenue, and additional disclosure requirements.

b. Selection of accounting policies

Judgement, estimates and assumptions are made by the Directors in selecting each Group accounting policy. The accounting policies are selected by the Directors to present Consolidated Financial Statements that they consider provide the most relevant information. In the case of certain accounting policies, there are different accounting treatments that could be adopted, each of which would be in compliance with IFRS and would have a significant influence upon the basis on which the Consolidated Financial Statements are presented.

In respect of financial instruments, the Group accounting policy is to designate all financial assets as fair value through profit or loss, including purchased reinsurance receivables.

c.Consolidation

The Consolidated Financial Statements incorporate the Financial Statements of the Company, and entities controlled by the Company (its subsidiaries), for the years ended 31 December 2017 and 2016. Control exists when the Group is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. The acquisition date is the date on which control is transferred to the acquirer. The financial results of subsidiaries are included in the Consolidated Financial Statements from the date that control commences until the date that control ceases. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes non-controlling interests to have a deficit balance.

The Group uses the acquisition method of accounting to account for business combinations. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of acquisition directly attributable to the acquisition. Acquisition-related costs are charged to the Consolidated Income Statement in the year in which they are incurred.

Certain Group subsidiaries underwrite as corporate members of Lloyd's on Syndicates managed by Coverys Managing Agency Limited. In view of the several and direct liability of underwriting members at Lloyd's for the transactions of Syndicates in which they participate, only attributable shares of transactions, assets and liabilities of those Syndicates are included in the Consolidated Financial Statements. The Group continues to conclude that it remains appropriate to consolidate its share of the result of these Syndicates and accordingly, as the Group is the sole provider of capacity on Syndicate 3330 and Syndicate 1110, these Financial Statements include 100.00% of the economic interest in those Syndicates. For Syndicate 1991, the Group provides 13.61% of the capacity on the 2015 year of account, 13.61% on the 2016 year of account and 16.96% on the 2017 year of account. These Consolidated Financial Statements include its relevant share of the result for those years and attributable assets and liabilities.

Associates are those entities in which the Group has power to exert influence but which it does not control. Investments in associates are accounted for using the equity method of accounting. Under this method the investments are initially measured at cost. Thereafter the Group's share of post-acquisition profits or losses are recognised in the Consolidated Income Statement. Therefore, the cumulative post-acquisition movements in the associates' net assets are adjusted against the cost of the investment.

When the Group's share of losses equals or exceeds the carrying amount of the investment in the associate, the carrying amount is reduced to nil and recognition for the losses is discontinued except to the extent that the Group has incurred obligations in respect of the associate.

Equity accounting is discontinued when the Group no longer has significant influence over the investment.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated in preparing the Consolidated Financial Statements. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Where necessary, amounts reported by subsidiaries have been adjusted to conform to the group's accounting policies. Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income and within equity in the Consolidated Statement of Financial Position, separately from the equity attributable to the shareholders of the parent.

Insurance broking cash, receivables and payables held by subsidiary companies, other than the receivable for fees, commissions and interest earned on a transaction, are not included in the Group's Consolidated Statement of Financial Position as the subsidiaries act as agents for the client in placing the insurable risks of their clients with insurers and as such are not liable as principals for amounts arising from such transactions.

d. Going concern

The Consolidated Financial Statements have been prepared on a going concern basis. The Directors have assessed the position of the Group and have concluded that the Group has adequate cash resources to meet its liabilities as they fall due. On this basis, the Directors have a reasonable expectation that the Group will be able to continue in operational existence for the foreseeable future.

e. Foreign currency translation

Functional and presentational currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The Consolidated Financial Statements are presented in sterling, which is the Group's presentational currency.

Transactions and balances

Transactions in foreign currencies are recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the end of the reporting period; the resulting exchange gain or loss is recognised in the Consolidated Income Statement. Non-monetary items recorded at historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction and are not subsequently restated.

Group translation

The assets and liabilities of overseas subsidiaries, including associated goodwill, held in functional currencies other than the Group's presentational currency are translated at the exchange rate as at the period end date. Income and expenses are translated at average rates for the period. All resulting exchange differences are recognised in other comprehensive income and accumulated in retained earnings and other reserves in the Consolidated Statement of Financial Position.

On the disposal of foreign operations, cumulative exchange differences previously recognised in other comprehensive income are recognised in the Consolidated Income Statement as part of the gain or loss on disposal.

f. Premiums

Gross premiums written represent premiums on business commencing in the financial year together with adjustments to premiums written in previous accounting periods and estimates for premiums from contracts entered into during the course of the year. Gross premiums written are stated before deduction of brokerage and commission but net of taxes and duties levied on premiums.

Unearned premiums

A provision for unearned premiums represents that part of the gross premiums written that is estimated will be earned in the following financial periods. It is calculated on a time apportionment basis having regard, where appropriate, to the incidence of risk.

Reinsurance premium costs are allocated to reflect the protection arranged in respect of the business written and earned.

Acquisition costs

Acquisition costs, which represent commission and other related expenses, are deferred over the period in which the related premiums are earned. Acquisition costs incurred during the period are recorded in operating expenses in the Consolidated Income Statement.

g. Claims

These include the cost of claims and related expenses paid in the year, together with changes in the provisions for outstanding claims, including provisions for claims incurred but not reported and related expenses, together with any other adjustments to claims from previous years. Where applicable, deductions are made for salvage and other recoveries. These are shown as net claims provisions (increased)/released in the Consolidated Income Statement.

h. Insurance contract provisions and reinsurers' share of insurance liabilities

Provisions are made in the insurance company subsidiaries and in the Lloyd's Syndicates on which the Group participates for the full estimated costs of claims notified but not settled, including claims handling costs, on the basis of the best information available, taking account of inflation and latest trends in court awards. The Directors of the subsidiaries, with the assistance of run-off managers, independent actuaries and internal actuaries, have established such provisions on the basis of their own investigations and their best estimates of insurance payables, in accordance with accounting standards. Legal advice is taken where appropriate. Deductions are made for salvage and other recoveries as appropriate.

The provisions for claims incurred but not reported ('IBNR') have been based on a number of factors including previous experience in claims and settlement patterns, the nature and amount of business written, inflation and the latest available information as regards specific and general industry experience and trends.

A reinsurance asset (reinsurers' share of technical provisions) is recognised to reflect the amount estimated to be recoverable under the reinsurance contracts in respect of the outstanding claims reported and IBNR. The amount recoverable from reinsurers is initially valued on the same basis as the underlying claims provision. The amount recoverable is reduced when there is an event arising after the initial recognition that provides objective evidence that the Group may not receive all amounts due under the contract.

Neither the outstanding claims nor the provisions for IBNR have been discounted.

The uncertainties which are inherent in the process of estimating are such that, in the normal course of events, unforeseen or unexpected future developments may cause the ultimate cost of settling the outstanding liabilities to differ materially from that presently estimated. Any differences between provisions and subsequent settlements are recorded in the Consolidated Income Statement in the year which they arise.

Having regard to the significant uncertainty inherent in the business of insurance as explained in Note 3, and in light of the information presently available, in the opinion of the Directors the provisions for outstanding claims and IBNR in the Consolidated Financial Statements are fairly stated.

Provision for future claims handling costs

Provision for future run off costs relating to the Group's run off businesses is made to the extent that the estimate of such costs exceeds the estimated future investment income expected to be earned by those businesses.

Estimates are made for the anticipated costs of running off the business of those insurance subsidiaries and the Group's participation in Syndicates which have insurance businesses in run off. Where insurance company subsidiaries have businesses in run off and underwrite new business, management estimates the run off costs and the future investment income relating to the run off business. Syndicates are treated as being in run off for the Group financial statements where they have ceased writing new business and, in the opinion of management, there is no current probable reinsurer available to close the relevant syndicate year of account.

Changes in the estimates of such costs and future investment income are reflected in the year in which the estimates are made.

When assessing the amount of any provision to be made, the future investment income and claims handling and all other costs of all the insurance company subsidiaries' and syndicates' businesses in run off are considered in aggregate.

The uncertainty inherent in the process of estimating the period of run off and the payout pattern over that period, the anticipated run off administration costs to be incurred over that period and the level of investment income to be received are such that in the normal course of events unforeseen or unexpected future developments may cause the ultimate costs of settling the outstanding liabilities to differ from that previously estimated.

Unexpired risks provision

Provisions for unexpired risks are made where the costs of outstanding claims, related expense and deferred acquisition costs are expected to exceed the unearned premium provision carried forward at the end of the reporting period. The provision for unexpired risks is calculated separately by reference to classes of business which are managed together, after taking into account relevant investment return.

i. Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as an interest expense.

j. Structured settlements

Certain of the US insurance company subsidiaries have entered into structured settlements whereby their liability has been settled by the purchase of annuities from third party life insurance companies in favour of the claimants. The subsidiary retains the credit risk in the unlikely event that the life insurance company defaults on its obligations to pay the annuity amounts. Provided that the life insurance company continues to meet the annuity obligations, no further liability will fall on the insurance company subsidiary. The amounts payable to claimants are recognised in liabilities. The amount payable to claimants by the third party life insurance companies are also shown in liabilities as reducing the Group's liability to nil.

In the opinion of the Directors, this treatment reflects the substance of the transaction on the basis that any remaining liability of Group companies under structured settlements will only arise upon the failure of the relevant third party life insurance companies and will be reduced by any available reinsurance cover.

Should the Directors become aware of a claim arising from a policy holder that a third party life insurance company responsible for the payment of an annuity under a structured settlement may not be in a position to meet its annuity obligations in full, appropriate provision will be made for any such failure.

Disclosure of the position in relation to structured settlements is shown in Note 20.

k. Segmental reporting

The Group's business segments are based on the Group's management and internal reporting structures and represent the level at which financial information is reported to the Board, being the chief operating decision maker as defined in IFRS 8.

l. Financial instruments

Financial instruments are recognised in the Consolidated Statement of Financial Position at such time that the Group becomes a party to the contractual provisions of the financial instrument. A financial asset is derecognised when the contractual rights to receive cash flows from the financial assets expire, or where the financial assets have been transferred, together with substantially all the risks and rewards of ownership. Financial liabilities are derecognised if the Group's obligations specified in the contract expire, are discharged or cancelled.

Financial assets

i) Acquisition

On acquisition of a financial asset, the Group is required under IFRS to classify the asset into one of the following categories: 'financial assets at fair value through profit and loss', 'loans and receivables held to maturity' and 'available for sale'. The Group does not currently make use of the 'held to maturity' and 'available for sale' classifications.

ii) Financial assets at fair value through profit and loss

All financial assets, other than cash, loans and receivables, are currently designated as fair value through profit and loss upon initial recognition because they are managed and their performance is evaluated on a fair value basis. Information about these financial assets is provided internally on a fair value basis to the Group's key management. The Group's investment strategy is to invest and evaluate their performance with reference to their fair values.

iii) Fair value measurement

When available, the Group measures the fair value of an instrument using quoted prices in an active market for that instrument.

If a market for a financial instrument is not active, the Group establishes fair value using a valuation technique. Valuation techniques include using recent arm's length transactions between knowledgeable, willing parties (if available) and reference to the current fair value of other instruments that are substantially the same or discounted cash flow analyses.

Assets and long positions are measured at a bid price; liabilities and short positions are measured at an asking price. Where the Group has positions with offsetting risks, mid-market prices are used to measure the offsetting risk positions and a bid or asking price adjustment is applied only to the net open position as appropriate. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and counterparty where appropriate. Fair value estimates obtained from models are adjusted for any other factors, such as liquidity risk or model uncertainties, to the extent that the Group believes a third party market participant would take them into account in pricing a transaction.

Upon initial recognition, attributable transaction costs relating to financial instruments at fair value through profit or loss are recognised when incurred in other operating expenses in the Consolidated Income Statement. Financial assets at fair value through profit and loss are measured at fair value, and changes therein are recognised in the Consolidated Income Statement. Net changes in the fair value of financial assets at fair value through profit and loss exclude interest and dividend income, as these items are accounted for separately as set out in the investment income section below.

iv) Insurance receivables and payables

Insurance receivables and payables are recognised when due. These include amounts due to and from agents, brokers and insurance contract holders. Insurance receivables are classified as 'loans and receivables' as they are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. Insurance receivables are measured at amortised cost less any provision for impairment. Insurance payables are stated at amortised cost.

v) Investment income

Investment income consists of dividends, interest, realised and unrealised gains and losses and exchange gains and losses on financial assets at fair value through profit and loss. The realised gains or losses on disposal of an investment are the difference between the proceeds and the original cost of the investment. Unrealised investment gains and losses represent the difference between the carrying amount at the reporting date, and the carrying amount at the previous period end or the purchase value during the period.

Financial liabilities

Borrowings

Borrowings are initially recorded at fair value less transaction costs incurred. Subsequently borrowings are stated at amortised cost and interest is recognised in the Consolidated Income Statement over the period of the borrowings.

Subordinated debt

Group subsidiaries have issued subordinated debt. At Group level this is treated as a financial liability and interest charges are recognised in the Consolidated Income Statement.

Derivative financial instruments

Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at their fair value. The best evidence of fair value of a derivative at initial recognition is the transaction price. The method of recognising the resulting fair value gains or losses depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. Fair values are obtained from quoted market prices in active markets, recent market transactions, and valuation techniques which include discounted cash flow models. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative.

The Group has not designated any derivatives as fair value hedges, cash flow hedges or net investment hedges.

m. Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classed as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the Consolidated Income Statement on a straight-line basis over the period of the lease.

n. Property, plant and equipment

All assets included within property, plant and equipment ('PPE') are carried at historical cost less depreciation and assessed for impairment. Depreciation is calculated to write down the cost less estimated residual value of motor vehicles, office equipment, IT equipment, freehold property and leasehold improvements by the straight-line method over their expected useful lives.

The principal rates per annum used for this purpose are:

%

Motor vehicles

25

Office equipment

8 - 50

IT equipment

20 - 25

Freehold property

2

Leasehold improvements

Term of lease

The gain or loss arising on the disposal of an item of PPE is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the Consolidated Income Statement.

o. Goodwill

The Group uses the acquisition method in accounting for acquisitions. The difference between the cost of acquisition and the fair value of the Group's share of the identifiable net assets acquired is capitalised and recorded as goodwill. If the cost of an acquisition is less than the fair value of the net assets of the subsidiary acquired the difference is recognised directly in the Consolidated Income Statement as goodwill on bargain purchase.

Goodwill acquired in a business combination is initially measured at cost, being the excess of the fair value of the consideration paid for the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment at the cash generating unit level, as shown in Note 15, on a biannual basis or if events or changes in circumstances indicate that the carrying amount may be impaired.

p. Other intangible assets

Intangible assets, other than goodwill, that are acquired separately are stated at cost less accumulated amortisation and impairment.

Intangible assets acquired in a business combination, and recognised separately from goodwill, are recognised initially at fair value at the acquisition date.

Amortisation is charged to operating expenses in the Consolidated Income Statement as follows:

Purchased IT software

3 - 5 years, on a straight-line basis

On acquisition of insurance companies in run off

Estimated pattern of run-off

On acquisitions - other

Useful life, which may be indefinite

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in the Consolidated Income Statement to reduce the carrying amount to the recoverable amount.

US insurance authorisation licences

US state insurance authorisation licences acquired in business combinations are recognised initially at their fair value. The asset is not amortised, as the Directors consider that economic benefits will accrue to the Group over an indefinite period due to the stability of the US insurance market. The licences are tested annually for impairment. This assumption is reviewed annually to determine whether the asset continues to have an indefinite life.

Rights to customer contractual relationships

Costs directly attributable to securing the intangible rights to customer contractual relationships are recognised as an intangible asset where they can be identified separately and measured reliably and it is probable that they will be recovered by directly related future profits. These costs are amortised on a straight-line basis over the useful economic life which is deemed to be 15 years and are carried at cost less accumulated amortisation and impairment losses.

q. Employee Benefits

The Group makes contributions to defined contribution schemes and a defined benefit scheme.

The pension cost in respect of the defined contribution schemes represents the amounts payable by the Group for the year. The funds of the schemes are administered by trustees and are separate from the Group. The Group's liability is limited to the amount of the contributions.

The defined benefit scheme is funded by contributions from a subsidiary company and its assets are held in a separate Trustee administered fund. Pension scheme assets are measured at market value, and liabilities are measured using the projected unit method and discounted at the current rate of return on high quality corporate bonds of equivalent term and currency to the liability.

Current service cost, net interest income or cost and any curtailments/settlements are charged to the Consolidated Income Statement. The present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets is recognised and disclosed separately as a net pension liability in the Consolidated Statement of Financial Position. Surpluses are only recognised up to the aggregate of any cumulative unrecognised net actuarial gains and past service costs, and the present value of any economic benefits available in the form of any refunds or reductions in future contributions.

Subject to the restrictions relating to the recognition of a pension surplus, all actuarial gains and losses are recognised in full in other comprehensive income in the period in which they occur.

r. Cash and cash equivalents

For the purposes of the Consolidated Cash Flow Statement, cash and cash equivalents comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less from the date of acquisition, and bank overdrafts which are repayable on demand.

s. Finance costs

Finance costs comprise interest payable and are recognised in the Consolidated Income Statement in line with the effective interest rate on liabilities.

t. Operating expenses

Operating expenses are accounted for in the Consolidated Income Statement in the period to which they relate.

Pre-contract costs

Directly attributable pre-contract costs are recognised as an asset when it is virtually certain that a contract will be obtained and the contract is expected to result in future net cash inflows in excess of any amounts recognised as an asset.

Pre-contract costs are charged to the Consolidated Income Statement over the shorter of the life of the contract or five years.

Onerous contracts

Onerous contract provisions are provided for in circumstances where the Group has a present legal or constructive obligation as a result of past events to provide services, the costs of which exceed future income. The costs of providing the services are projected based on management's assessment of the contract.

Arrangement fees

Arrangement fees in relation to loan facilities are deducted from the relevant financial liability and amortised over the period of the facility.

u. Other income

Other income is stated excluding any applicable value added tax and includes the following items:

Management fees

Management fees are from non-Group customers and are recognised when the right to such fees is established through a contract and to the extent that the services concerned have been performed.

Purchased reinsurance receivables

The Group accounts for these financial assets at fair value through profit and loss. Fair value is defined as the price at which an orderly transaction would take place between market participants at the reporting date and is therefore an estimate which requires the use of judgement.

Profit commission on managed Lloyd's Syndicates

Profit commission from managed Syndicates is earned as the related underwriting profits are recognised. Profit commission receivable on open underwriting years may be subject to further adjustment (up or down) as the results are reported prior to closure of the account in accordance with Lloyd's Reinsurance to Close arrangements. Such adjustments are made on a prudent basis that reflects the level of uncertainty involved.

Insurance commissions from Managing General Agencies

Insurance commissions comprise brokerage and profit commission arising from the placement of insurance contracts. Brokerage is recognised at the inception date of the policy, or the date of contractual entitlement, if later. Alterations in brokerage arising from premium adjustments are taken into account as and when such adjustments are notified. To the extent that the Group is contractually obliged to provide services after this date, a suitable proportion of income is deferred and recognised over the life of the relevant contracts to ensure that revenue appropriately reflects the cost of fulfilling those obligations. Profit commission is recognised when the right to such profit commission is established through a contract but only to the extent that a reliable estimate of the amount due can be made. Such estimates are made on a prudent basis that reflects the level of uncertainty involved.

v. Share based payments

The Group issues equity settled payments to certain of its employees.

The cost of equity settled transactions with employees is measured by reference to the fair value at the date at which they are granted and is recognised as an expense on a straight-line basis over the vesting period. The fair value is measured using the binomial option pricing method, taking into account the terms and conditions on which the awards were granted.

w. Current and deferred income tax

Tax on the profit or loss for the year comprises current and deferred tax.

Tax is recognised in the Consolidated Income Statement except to the extent that it relates to items recognised in other comprehensive income, in which case it is recognised in the Consolidated Statement of Comprehensive Income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company's subsidiaries and associates operate and generate taxable income.

Deferred tax liabilities are provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, if the deferred tax arises from initial recognition of an asset or liability in a transaction other than a business combination and which, at the time of the transaction, affects neither accounting nor taxable profit or loss, it is not provided for.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which these temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred tax assets and liabilities are determined using tax rates that have been enacted or substantively enacted by the period end date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

x. Share capital

Ordinary shares and Preference A and B shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

y. Distributions

Distributions payable to the Company's shareholders are recognised as a liability in the Consolidated Financial Statements in the period in which the distributions are declared and appropriately approved.

3. Estimation techniques, uncertainties and contingencies

Estimates and judgements are continually evaluated, and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant uncertainty in technical provisions

Significant uncertainty exists as to the accuracy of the insurance contract provisions and the reinsurers' share of insurance liabilities established in the insurance company subsidiaries and the Lloyd's Syndicates on which the Group participates as shown in the Consolidated Statement of Financial Position. The ultimate costs of claims and the amounts ultimately recovered from reinsurers could vary materially from the amounts established at the year end.

In the event that further information were to become available to the Directors of an insurance company subsidiary which gave rise to material additional liabilities, the going concern basis might no longer be appropriate for that company and adjustments would have to be made to reduce the value of its assets to their realisable amount, and to provide for any further liabilities which might arise in that subsidiary. The Group bears no financial responsibility for any liabilities or obligations of any insurance company subsidiary in run off. Should any insurance company subsidiary cease to be able to continue as a going concern in the light of further information becoming available, any loss to the Group would thus be restricted to the book value of their investment in and amounts due from that subsidiary and any guarantee liability that may arise.

Claims provisions

The Group participates on a number of syndicates and owns a number of insurance companies in run-off. The Consolidated Financial Statements include provisions for all outstanding claims and IBNR, for related reinsurance recoveries and for all costs expected to be incurred to run off its liabilities.

The insurance contract provisions including IBNR are based upon actuarial and other studies of the ultimate cost of liabilities including exposure based and statistical estimation techniques. There are significant uncertainties inherent in the estimation of each insurance company subsidiary's and Lloyd's Syndicate's insurance liabilities and reinsurance recoveries. There are many assumptions and estimation techniques that may be applied in assessing the amount of those provisions which individually could have a material impact on the amounts of liabilities, related reinsurance assets and reported shareholders' equity funds. Actual experience will often vary from these assumptions, and any consequential adjustments to amounts previously reported will be reflected in the results of the year in which they are identified. Potential adjustments arising in the future could, if adverse in the aggregate, exceed the amount of shareholders' equity funds of an insurance company subsidiary.

The Group also contracts with independent external actuaries to obtain a Statement of Actuarial Opinion for the Lloyd's Syndicates that it participates on. This statement showsthat the booked reserves are greater than or equal to their view of best estimate.

In the case of the Group's larger insurance companies in run off, independent external actuaries provide a view of best estimate reserves and confirm that the held reserves are within their range of acceptable estimates.

The business written by the insurance company subsidiaries consists in part of long-tail liabilities, including asbestos, pollution, health hazard and other US liability insurance. The claims for this type of business are typically not settled until many years after policies have been written. Furthermore, much of the business written by these companies is reinsurance and retrocession of other insurance companies' business, which lengthens the settlement period.

Significant delays occur in the notification and settlement of certain claims and a substantial measure of experience and judgement is involved in making the assumptions necessary for assessing outstanding liabilities, the ultimate cost of which cannot be known with certainty at the period end date. The gross insurance contract provisions and related reinsurers' share of insurance liabilities are estimated on the basis of information currently available. Provisions are calculated gross of any reinsurance recoveries. A separate estimate is made of the amounts that will be recoverable from reinsurers based upon the gross provisions and having due regard to collectability.

The insurance contract provisions include significant amounts in respect of notified and potential IBNR claims for long-tail liabilities. The settlement of most of these claims is not expected to occur for many years, and there is significant uncertainty as to the timing of such settlements and the amounts at which they will be settled.

While many claims are clearly covered under policy wordings and are paid quickly, many other claims are subject to significant disputes, for example over the terms of a policy and the amount of the claim. The provisions for disputed claims are based on the view of the Directors of each insurance company subsidiary as to the expected outcomes of such disputes. Claim types impacted by such disputes include asbestos, pollution and certain health hazards and retrocessional reinsurance claims.

Uncertainty is further increased because of the potential for unforeseen changes in the legal, judicial, technological or social environments, which may increase or decrease the cost, frequency or reporting of claims, and because of the potential for new sources or types of claim to emerge.

Asbestos, pollution and health hazard claims

The estimation of the provisions for the ultimate cost of claims for asbestos, pollution, health hazard and other US liability insurance is subject to a range of uncertainties that is generally greater than those encountered for other classes of insurance business. As a result it is not possible to determine the future development of asbestos, pollution, health hazard and other US liability insurance with the same degree of reliability as with other types of claims. Consequently, traditional techniques for estimating claims provisions cannot wholly be relied upon. The Group employs further techniques which utilise, where practical, the exposure to these losses by contract to determine the claims provisions.

Insurance claims handling expenses

The provision for the cost of handling and settling outstanding claims to extinction and all other costs of managing the run-off is based on an analysis of the expected costs to be incurred in run-off activities, incorporating expected savings from the reduction of transaction volumes over time.

The period of the run-off may be between 5 and 50 years depending upon the nature of the liabilities within each insurance company subsidiary. Ultimately, the period of run-off is dependent on the timing and settlement of claims and the collection of reinsurance recoveries; consequently similar uncertainties apply to the assessment of the provision for such costs.

Reinsurance recoveries

Reinsurance recoveries are included in respect of claims outstanding (including IBNR claims) and claims paid after making provision for irrecoverable amounts.

The reinsurance recoveries on IBNR claims are estimated based on the recovery rate experienced on notified and paid claims for each class of business.

The insurance company subsidiaries are exposed to disputes on contracts with their reinsurers and the possibility of default by reinsurers. In establishing the provision for non-recovery of reinsurance balances, the Directors of each insurance company subsidiary consider the financial strength of each reinsurer, its ability to settle their liabilities as they fall due, the history of past settlements with the reinsurer, and the Group's own reserving standards and have regard to legal advice regarding the merits of any dispute.

Recognition and de-recognition of assets and liabilities in run offs

In the course of the Group's business of managing the runoff of insurers and brokers, accounting records are initially recognised in the form provided by previous management. As part of managing runoffs the Group carries out extensive enquiries to clarify the assets and liabilities of the run off and to obtain all available and relevant information. Those enquiries may lead the Group to identify and record additional assets and liabilities relating to that runoff, or to conclude that previously recognised assets and liabilities should be increased or no longer exist and should be de-recognised. Where decisions to de-recognise liabilities are supported by an absence of relevant information there may remain a remote possibility that a third party may subsequently provide evidence of its entitlement to such de-recognised liabilities which may lead to a transfer of economic benefit to settle such entitlement. The right of a third party to such a settlement will be recognised in the accounting period in which the position is clarified.

Defined benefit pension scheme

The pension assets and post retirement liabilities are calculated in accordance with IAS 19. The assets, liabilities and Consolidated Income Statement charge or credit, calculated in accordance with IAS 19, are sensitive to the assumptions made, including inflation, interest rate, investment return and mortality. IAS 19 compares, at a given date, the current market value of a pension fund's assets with its long term liabilities, which are calculated using a discount rate in line with yields on 'AA' rated bonds of suitable duration and currency. As such, the financial position of a pension fund on this basis is highly sensitive to changes in bond rates and equity markets.

Litigation, mediation and arbitration

The Group in common with the insurance industry in general, is subject to litigation, mediation and arbitration, and regulatory, governmental and other sectorial inquiries in the normal course of its business. The Directors do not believe that, in the aggregate, current litigation, governmental or sectorial inquiries and pending or threatened litigation or dispute is likely to have a material impact on the Group's financial position. However, if the outcome of any individual dispute differs substantially from expectation, there could be a material impact on the Group's profit or loss, financial position or cash flows in the year in which that impact is recognised.

Changes in foreign exchange rates

The Group's Consolidated Financial Statements are prepared in sterling. Therefore, fluctuations in exchange rates used to translate other currencies, particularly the Euro and US dollar, into sterling will impact the reported Consolidated Statement of Financial Position, results of operations and cash flows from year to year. These fluctuations in exchange rates will also impact the sterling value of the Group's investments and the return on its investments. Income and expenses are translated into sterling at average exchange rates. Monetary assets and liabilities are translated at the closing exchange rates at the period end date.

Assessment of impairment of intangible assets

Goodwill and US insurance authorisation licences are deemed to have an indefinite life as they are expected to have a value in use that does not erode or become obsolete over the course of time. Consequently, they are not amortised but tested for impairment on a biannual basis or if events or changes in circumstances indicate that the carrying amount may be impaired.

The impairment tests involve evaluating the recoverable amount of the Group's cash generating units and comparing them to the relevant carrying amounts. The recoverable amount of each cash generating unit is determined based on cash flow projections. These cash flow projections are based on the financial budgets approved by management covering a five year period. Management also consider the current net asset value and earnings of each cash generating unit for impairment.

Provisions

Included in Other payables in Note 20 is the Directors' estimate of the Group's exposure to the various liabilities of the Southern Illinois Land Company.

These estimates have been based on reports provided by recognised specialists as well as the Group's own internal review. These liabilities may not be settled for many years and significant judgement is involved in making an assessment of these liabilities, the period over which they will be settled and where appropriate the discount rate to be applied to assess the present value of the amounts to be settled.

4. Management of insurance and financial risks

The Group's activities expose it to a variety of insurance and financial risks. The Board is responsible for managing the Group's exposure to these risks and, where possible, for introducing controls and procedures that mitigate the effects of the exposure to risk.

The Group has a Risk Committee which is a formal Committee of the Board. The Committee has responsibility for maintaining the effectiveness of the Group's Risk Management Framework, systems of internal control, risk policies and procedures and adherence to risk appetite.

The following describes the Group's exposure to the more significant risks and the steps management have taken to mitigate their impact from a quantitative and qualitative perspective.

a. Investment risks (including market risk and interest rate risk)

The Group has a Capital and Investment Committee which is responsible, inter alia, for setting and recommending to the Board an investment strategy for the management of the Group's assets owned or managed by companies within the Group. The investment of the Group's financial assets, except certain deposits with ceding undertakings, is managed by external investment managers, appointed by the Capital and Investment Committee. The Capital and Investment Committee is responsible for setting the policy to be followed by the investment managers. The investment strategy strives to mitigate the impact of interest rate fluctuation and credit risks and to provide appropriate liquidity, in addition to monitoring and managing foreign exchange exposures.

The Capital and Investment Committee is also responsible for keeping under review the investment control procedures, monitoring and amending (where appropriate) the investment policies and oversight, monitoring Group cash flow, oversight of all banking and other financial commitments and covenants across the Group, as well as any regulatory requirements in relation to Group solvency.

The main objective of the investment policy is to maximise return whilst maintaining and protecting the principal value of funds under management.

The investment allocation (including surplus cash) at 31 December 2017 and 2016 is shown below:

2017

£000

2016

£000

Government and government agencies

141,278

28,530

Corporate bonds

159,961

165,043

Equities

21,146

9,382

Cash based investment funds

83,131

42,789

Cash and cash equivalents

173,393

141,656

578,909

387,400

%

%

Government and government agencies

24.4

7.4

Corporate bonds

27.6

42.6

Equities

3.7

2.4

Cash based investment funds

14.3

11.0

Cash and cash equivalents

30.0

36.6

100.0

100.0

Corporate bonds include asset backed mortgage obligations totalling £8,905k (2016: £20,832k).

Based on invested assets at external managers of £405,516k as at 31 December 2017 (2016: £245,744k), a 1 percentage increase/decrease in market values would result in an increase/decrease in the profit before income taxes for the year to 31 December 2017 of £4,055k (2016: £2,457k).

(i) Pricing risk

The following table shows the fair values of financial assets using a valuation hierarchy; the fair value hierarchy has the following levels:

Level 1 - Valuations based on quoted prices in active markets for identical instruments. An active market is a market in which transactions for the instrument occur with sufficient frequency and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take place between market participants at the measurement date.

Level 2 - Valuations based on quoted prices in markets that are not active or based on pricing models for which significant inputs can be corroborated by observable market data.

Level 3 - Valuations based on inputs that are unobservable or for which there is limited activity against which to measure fair value.

2017

Level 1

£000

Level 2

£000

Level 3
£000

Total
£000

Government and government agencies

-

141,278

-

141,278

Corporate bonds

-

159,961

-

159,961

Equities

19,314

1,832

-

21,146

Cash based investment funds

83,131

-

-

83,131

Purchased reinsurance receivables (Note 18)

-

-

3,750

3,750

Total financial assets measured at fair value

102,445

303,071

3,750

409,266

2016

Level 1

£000

Level 2

£000

Level 3
£000

Total
£000

Government and government agencies

4,241

24,289

-

28,530

Corporate bonds

382

164,661

-

165,043

Equities

9,313

-

69

9,382

Cash based investment funds

42,789

-

-

42,789

Purchased reinsurance receivables (Note 18)

-

-

5,585

5,585

Total financial assets measured at fair value

56,725

188,950

5,654

251,329

The following table shows the movement on Level 3 assets measured at fair value:

2017

2016

£000

£000

Opening balance

5,654

9,624

Total net gains recognised in the Consolidated Income Statement

452

522

Purchases

-

354

Disposals

(1,905)

(6,193)

Exchange adjustments

(451)

1,347

Closing balance

3,750

5,654

Level 3 investments (purchased reinsurance receivables) have been valued using detailed models outlining the anticipated timing and amounts of future receipts. The net gains recognised in the Consolidated Income Statement in other income for the year amounted to £452k (2016: £522k). The Group did not purchase further reinsurance receivables in 2017 (2016: purchases of £354k). Short term delays in the anticipated receipt of these investments will not have a material impact on their valuation.

Level 3 investments (equities) related to equity investments included on an acquisition in 2015, the valuation is calculated based on the fair value of the underlying assets and liabilities.

There were no transfers between Level 1 and Level 2 investments during the year under review.

The following shows the maturity dates and interest rate ranges of the Group's debt securities:

(ii) Liquidity risk

As at 31 December 2017

Maturity date or contractual re-pricing date

Total

Less than one year

After one

year but

less than

two years

After two years but

less than

three years

After three years but

less than

five years

More than five years

£000

£000

£000

£000

£000

£000

Debt securities

384,370

109,554

56,340

38,225

52,422

127,829

Interest rate ranges (coupon-rates)

Less than one year

After one

year but

less than

two years

After two years but

less than

three years

After three years but

less than

five years

More than five years

%

%

%

%

%

Debt securities

0.49-8.25

0.05-7.50

0.40-4.95

1.43-5.88

1.01-7.68

As at 31 December 2016

Maturity date or contractual re-pricing date

Total

Less than one year

After one

year but

less than

two years

After two years but

less than

three years

After three years but

less than

five years

More than five years

£000

£000

£000

£000

£000

£000

Debt securities

236,362

38,922

30,645

42,124

23,417

101,254

Interest rate ranges (coupon-rates)

Less than one year

After one

year but

less than

two years

After two years but

less than

three years

After three years but

less than

five years

More than five years

%

%

%

%

%

Debt securities

0.5-1.75

1.375-7.62

0.875-6.9

1.34-5.75

1.233-6.3

Liquidity risk is managed by the Capital and Investment Committee who monitor the cash position of each entity and for the Group as a whole on a regular basis to ensure that sufficient funds are available to meet liabilities as they fall due. Liquidity risk is also monitored by the Group's financial planning and treasury function's established cash flow and liquidity management processes.

iii) Interest rate risk

Fixed income investments represent a significant proportion of the Group's assets and the Group Capital & Investment Committee continually monitors investment strategy to minimise the risk of a fall in the portfolio's market value.

The fair value of the Group's investment portfolio of debt and fixed income securities is normally inversely correlated to movements in market interest rates. If market interest rates rise, the fair value of the Group's debt and fixed income investments would tend to fall and vice versa.

Debt and fixed income assets are predominantly invested in high-quality corporate, government and asset-backed bonds. The investments typically have relatively short durations and terms to maturity.

The Group is exposed to interest rate risk within the Group's financial liabilities. This exposure lies predominately with amounts owed to credit institutions and debentures secured over the assets of the Company and its subsidiaries.

b. Credit risk

Credit risk arises where counterparties fail to meet their financial obligations as they fall due. The most significant area where it arises for the Group is where reinsurers fail to meet their obligations in full as they fall due. In addition, the Group is exposed to the risk of disputes on individual claims presented to its reinsurers or in relation to the contracts entered into with its reinsurers.

The ratings used in the below analysis are based upon the published rating of Standard & Poor's or other recognised ratings agency.

As at 31 December 2017

A rated

B rated

Less than B

Other *

Exposures

of less than £200k

Total

£000

£000

£000

£000

£000

£000

Deposits with ceding undertakings

2,911

300

-

1,655

1,808

6,674

Reinsurers' share of insurance liabilities

173,629

3,228

-

40,608

36,017

253,482

Receivables arising out of reinsurance contracts

40,971

2,545

-

9,443

10,159

63,118

As at 31 December 2016

A rated

B rated

Less than B

Other *

Exposures

of less than £200k

Total

£000

£000

£000

£000

£000

£000

Deposits with ceding undertakings

2,973

286

-

-

2,319

5,578

Reinsurers' share of insurance liabilities

144,244

3,623

371

34,337

20,157

202,732

Receivables arising out of reinsurance contracts

45,987

2,261

269

9,134

14,341

71,992

* Other includes reinsurers who currently have no credit rating.

The reinsurers' share of insurance liabilities is based upon a best estimate given the profile of the insurance provisions outstanding and the related IBNR. Receivables arising out of reinsurance contracts are included in insurance and other receivables in the Consolidated Statement of Financial Position.

The average credit period of receivables arising out of reinsurance contracts are as follows:

As at 31 December 2017

0-6 months%

6-12 months%

12-24 months%

> 24 months%

Percentage of receivables

69.6

3.1

5.5

21.8

As at 31 December 2016

0-6 months%

6-12 months%

12-24 months%

> 24 months%

Percentage of receivables

65.3

3.9

6.5

24.3

Part of the Group's business consists of acquiring debts or companies with debts, which are normally past due. Any further analysis of these debts is not meaningful. The Directors monitor these debts closely and make appropriate provision for impairment.

Financial assets past due but not impaired

As at

31 December 2017

Neither past due nor impaired

£'000

Past due

1-90 days

£'000

Past due more than 90 days

£'000

Assets that have been impaired £'000

Carrying value in the balance sheet

£'000

Deposits with ceding undertakings

6,278

-

-

396

6,674

Reinsurers' share of insurance liabilities

163,809

89,673

253,482

Receivables arising out of reinsurance contracts

21,004

235

288

41,591

63,118

Financial assets past due but not impaired

As at

31 December 2016

Neither past due nor impaired

£'000

Past due

1-90 days

£'000

Past due more than 90 days

£'000

Assets that have been impaired £'000

Carrying value in the balance sheet

£'000

Deposits with ceding undertakings

5,039

-

-

539

5,578

Reinsurers' share of insurance liabilities

81,520

121,212

202,732

Receivables arising out of reinsurance contracts

22,004

-

100

49,888

71,992

The Directors believe the amounts past due but not impaired are recoverable in full.

Credit risk is managed at the committees established by the Group and Coverys Managing Agency Limited (Coverys):

The Group Board has a Group Reinsurance Asset Committee, chaired by a Non-Executive Director, which meets quarterly. Its function is to monitor and report on the Group's Syndicate and non-Syndicate reinsurance assets and, where necessary, recommend courses of action to the Group to protect the asset.

Coverys is the Lloyd's Managing Agent which manages the Syndicates on which the Group participates historically and for the 2018 Year of account. Coverys has established Syndicate Management Committees in relation to each managed syndicate and the Group has representation on each of these committees with the exception of the S1991 Committee on which the Group now only has a nominal participation. The committees are responsible for establishing minimum security levels for all reinsurance purchases by the managed Syndicates by reference to appropriate rating agencies for agreeing maximum concentration levels for individual reinsurers and intermediaries, and for dealing with any other issue relating to reinsurance assets.

There are also a number of Key Risk Indicators pertaining to reinsurance security and concentration which have been developed under the auspices of the Group Risk Committee and the Coverys Risk and Capital Committee, which monitor adherence to predefined risk appetite and tolerance levels.

c. Currency risk

Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

The Group's principal transactions are carried out in sterling and its exposure to foreign exchange risk arises primarily with respect to US dollar and Euros. This is the same as in the previous year.

The Group's main objective in managing currency risk is to mitigate exposure to fluctuations in foreign exchange rates. There have been no material changes in trading currencies during the year under review. The Group manages this risk by way of matching assets and liabilities by individual entity. Asset and liability matching is monitored by the Group's financial planning and treasury functions' establishedcash flow and liquidity management processes.

The Group's financial assets are primarily denominated in the same currencies as its insurance and investment contract liabilities. This mitigates the foreign currency exchange rate risk for the overseas operations. Thus, the main foreign exchange risk arises from assets and liabilities denominated in currencies other than those in which insurance and investment contract liabilities are expected to be settled. The currency risk is effectively managed by the Group through derivative financial instruments. Forward currency contracts are used to eliminate the currency exposure on individual foreign transactions. The Group will not enter into these forward contracts until a firm commitment is in place.

The table below summarises the Group's principal assets and liabilities by major currencies:

31 December 2017

Sterling

£000

US dollar

£000

Euro

£000

Other

£000

Total

£000

Intangible assets

11,236

9,159

317

-

20,712

Reinsurers' share of insurance liabilities

110,573

92,167

50,742

-

253,482

Financial instruments

68,885

313,721

29,562

448

412,616

Insurance receivables

51,489

51,172

2,758

-

105,419

Cash and cash equivalents

105,141

65,223

2,994

35

173,393

Net assets held for sale in disposal group

10,228

6,942

-

-

17,170

Insurance liabilities and insurance payables

(294,338)

(387,819)

(81,817)

-

(763,974)

Deferred tax and pension scheme obligations

(11,436)

(6,278)

(390)

-

(18,104)

Trade and other (payables)/receivables

(6,372)

(22,084)

(5,102)

(384)

(33,942)

Total

45,406

122,203

(936)

99

166,772

31 December 2016

Sterling

£000

US dollar

£000

Euro

£000

Other

£000

Total

£000

Intangible assets

17,735

14,729

481

21

32,966

Reinsurers' share of insurance liabilities

24,932

114,144

63,656

-

202,732

Financial instruments

18,351

200,032

32,764

582

251,729

Insurance receivables

28,624

60,506

2,111

-

91,241

Cash and cash equivalents

59,821

78,652

2,594

589

141,656

Insurance liabilities and insurance payables

(99,051)

(371,370)

(94,770)

-

(565,191)

Deferred tax and pension scheme obligations

(10,139)

(2,207)

(415)

-

(12,761)

Trade and other (payables)/receivables

(19,596)

(17,154)

(10,515)

(739)

(48,004)

Total

20,677

77,332

(4,094)

453

94,368

The analysis that follows is performed for reasonably possible movements in key variables with all other variables held constant, showing the impact on profit before tax and equity due to changes in the fair value of currency sensitive monetary assets and liabilities including insurance contract claim liabilities. The correlation of variables will have a significant effect in determining the ultimate impact on market risk, but to demonstrate the impact due to changes in variables, variables had to be changed on an individual basis. It should be noted that movements in these variables are non-linear.

31 December 2017

31 December 2016

Currency

Changes in variables

Impact on profit

Impact on equity*

Impact on profit

Impact on equity*

£000

£000

£000

£000

Euro weakening

10%

687

85

291

379

US dollar weakening

10%

(3,626)

(11,109)

(901)

(7,060)

Euro strengthening

10%

(841)

(104)

(357)

(463)

US dollar strengthening

10%

4,436

13,578

1,098

8,629

* Impact on equity reflects adjustments for tax, where applicable.

d. Capital management

The Group's objectives with respect to capital sufficiency are to maintain capital at a level that provides a suitable margin over that deemed by the Group's regulators and supervisors as providing an acceptable level of policyholder protection, whilst remaining economically viable. The Group is regulated in Bermuda by the Bermuda Monetary Authority ('BMA'). The BMA assesses the capital and solvency adequacy of the Group and requires that sufficient capital is in place to meet the Bermuda Solvency Capital Requirement ('BSCR'). The BSCR generates a risk-based capital measure by applying capital factors to capital and solvency return elements, including investments and other assets, premiums and reserves, operational risk, and insurer-specific catastrophe exposure measures, in order to establish an overall measure of capital and surplus for statutory solvency purposes.

The Group maintains a capital level that provides an adequate margin over the Group's solvency capital requirements whilst maintaining local capital which meets or exceeds the relevant local minima including, where appropriate, those relating to maintenance of external ratings. This is monitored by way of a capital sufficiency assessment by the Group Risk Committee.

e. Insurance risk

The Group underwrites live business, providing market access to reinsurers through a network of managing general agents. This program underwriting business, is underwritten in the USA by Accredited Surety and Casualty Inc. and in Europe by R&Q Insurance (Malta) Limited, both being A- credit rated risk carriers. The exposure to the Group is limited, to the credit risk of the reinsurers and the limited retentions on select lines of business program.

Entity

Annualised Premiums

£000

Europe

85,559

US

45,651

The Group participates on Syndicates shown below:

Syndicate

Year of account

Syndicate Capacity

£000

Group participation

£000

Open / closed

1991

2018

126,750

50

Open

1991

2017

126,750

30,687

Open

1991

2016

129,740

17,693

Open

1991

2015

146,218

19,900

Closed

1110

2017

280,000

280,000

Open

1110

2016

210,000

210,000

Open

1110

2015

210,000

210,000

Closed

3330

2018

3,000

300

Open

3330

2017

3,500

3,500

Open

(i) Underwriting risk

Underwriting risk is the primary source of risk in the Group's live underwriting operations and is reflected in the scope and depth of the risk appetite and monitoring frameworks implemented in those entities. Individual operating entities are responsible for establishing a framework for the acceptance and monitoring of underwriting risk including appropriate consideration of potential individual and aggregate occurrence exposures, adequacy of reinsurance coverage and potential geographical and demographic concentrations of risk exposure.

In the event that potential risk concentrations are identified across operating entities, appropriate monitoring is developed to manage the overall Group exposure.

(ii) Reserving risk

Reserving risk represents a significant risk to the Group in terms of both driving required capital levels and the threat to volatility of earnings.

Reserving risk is managed through the application of an appropriate reserving approach to both live and run-off portfolios and the performance of extensive due diligence on new run-off portfolios and acquisitions prior to acceptance. Reserving exercises undertaken by the in-house actuarial team are supplemented with both scheduled and ad hoc reviews conducted by external actuaries.

Reserving risk is also mitigated through the use of reinsurance on live underwriting portfolios and through assuming the inuring reinsurance treaties in place in respect of acquired run-off acquisitions/portfolios.

Where appropriate, reserving risk is mitigated through the use of adverse loss development cover.

Claims development information is disclosed below in order to illustrate the effect of the uncertainty in the estimation of future claims settlements by the Group. The tables compare the ultimate claims estimates with the payments made to date. Details are presented on an aggregate basis and show the movements on a gross and net basis, and separately identify the effect of the various acquisitions made by the Group since 1 January 2014.

The reserve movements in 2014 arise principally from new business being written in 2017 in Accredited.

The analysis of claims development in the Group's run-off insurance entities is as follows:

Gross

Group

Entities

Entities

Entities

Entities

entities at

acquired by

acquired by

acquired by

acquired by

1 January

the Group

the Group

the Group

the Group

2014

during 2014

during 2015

during 2016

during 2017

£000

£000

£000

£000

£000

Gross claims at :

1 January/acquisition

315,843

28,082

12,147

107,121

210,979

First year movement

7,425

(4,656)

26

(2,793)

(32,808)

Second year movement

(1,300)

(8,667)

1,222

(26,891)

Third year movement

43,440

13,043

(816)

Fourth year movement

(43,781)

52,744

Gross provision at 31 December 2017

321,627

80,546

12,579

77,437

178,171

Gross claims at :

1 January/acquisition

315,843

28,082

12,147

107,121

210,979

Exchange adjustments

70,268

(521)

77

(7,507)

(2,324)

Payments

(193,401)

(27,315)

(1,500)

(21,801)

(26,717)

Gross provision at 31 December 2017

(321,627)

(80,546)

(12,579)

(77,437)

(178,171)

(Deficit)/surplus to date

(128,917)

(80,300)

(1,855)

376

3,767

Gross claims provisions - live business

-

-

24,873

23,188

4,114

Total gross insurance contract provisions (Note 22)

321,627

80,546

37,452

100,625

182,285

Net

Group

Entities

Entities

Entities

Entities

entities at

acquired by

acquired by

acquired by

acquired by

1 January

the Group

the Group

the Group

the Group

2014

during 2014

during 2015

during 2016

during 2017

£000

£000

£000

£000

£000

Net claims at :

1 January/acquisition

158,655

24,150

11,283

42,540

138,547

First year movement

(1,649)

(3,940)

9

(1,171)

(34,793)

Second year movement

(7,200)

(7,177)

1,037

(14,444)

Third year movement

81,902

13,174

(656)

Fourth year movement

(28,534)

47,478

Net provision at 31 December 2017

203,174

73,685

11,673

26,925

103,754

Net claims at :

1 January/acquisition

158,655

24,150

11,283

42,540

138,547

Exchange adjustments

36,699

6,125

103

(2,641)

(1,999)

Payments

12,786

(25,172)

(1,488)

(12,413)

(18,205)

Net position at 31 December 2017

(203,174)

(73,685)

(11,673)

(26,925)

(103,754)

Surplus/(deficit) to date

4,966

(68,582)

(1,775)

561

14,589

Net claims provisions - live business

-

-

23,817

22,076

3,949

Total net insurance contract provisions (Note 22)

203,174

73,685

35,490

49,001

107,703

The above figures include the Group's participation on Lloyd's Syndicates treated as being in run-off.

Foreign exchange movements shown above are offset by comparable foreign exchange movements in cash and investments held to meet insurance liabilities.

Additional information regarding movements in claims reserves are disclosed in note 22.

5. Segmental information

The Group's segments represent the level at which financial information is reported to the Board, being the chief operating decision maker as defined in IFRS 8. The reportable segments have been identified as follows:-

• The segmental analysis relates to continuing operations with the discontinued operations disclosed in Note 6.

· Insurance Investments, which acquires/assumes legacy portfolios and insurance debt and provides capital support to the Group's managed Lloyd's Syndicates

• Insurance Services, which provides insurance related services (including captive management) to both internal and external clients in the insurance market

• Underwriting Management, which operates underwriting entities

• Other corporate activities, which primarily includes the Group holding company and other minor subsidiaries which fall outside of the segments above

Segmental results for continuing operations for the year ended 31 December 2017

Insurance Investments

Insurance

Underwriting

Other

Consolidation

Live

Run-off

Total

Services

Management

Corporate

adjustments

Total

£000

£000

£000

£000

£000

£000

£000

£000

Earned premium, net of reinsurance

32,160

54,266

86,426

-

82,244

-

-

168,670

Net investment income

116

12,243

12,359

1,297

1,521

5,700

(12,690)

8,187

External income

-

498

498

5,180

1,750

726

-

8,154

Internal income

-

887

887

8,622

233

6,601

(16,343)

-

Total income

32,276

67,894

100,170

15,099

85,748

13,027

(29,033)

185,011

Claims paid, net of reinsurance

(9,873)

(50,418)

(60,291)

-

(21,137)

-

-

(81,428)

Net change in provision for claims

(10,092)

28,994

18,902

-

(46,506)

-

-

(27,604)

Net insurance claims (increased)/released

(19,965)

(21,424)

(41,389)

-

(67,643)

-

-

(109,032)

Operating expenses

(15,135)

(41,842)

(56,977)

(15,170)

(12,407)

(16,207)

16,343

(84,418)

Result of operating activities before goodwill on bargain purchase

(2,824)

4,628

1,804

(71)

5,698

(3,180)

(12,690)

(8,439)

Goodwill on bargain purchase

-

24,666

24,666

-

-

-

-

24,666

Amortisation and impairment of intangible assets

-

(1,114)

(1,114)

-

(773)

(22)

-

(1,909)

Result of operating activities

(2,824)

28,180

25,356

(71)

4,925

(3,202)

(12,690)

14,318

Finance costs

-

(5,316)

(5,316)

(1,777)

(220)

(9,581)

12,690

(4,204)

Share of loss of associate

-

-

-

-

(284)

-

-

(284)

Profit/(loss) on ordinary activities before income taxes

(2,824)

22,864

20,040

(1,848)

4,421

(12,783)

-

9,830

Income tax (charge)/credit

-

976

976

(856)

(1,224)

791

-

(313)

Profit/(loss) for the year

(2,824)

23,840

21,016

(2,704)

3,197

(11,992)

-

9,517

Non-controlling interests

-

(179)

(179)

114

9

-

-

(56)

Attributable to shareholders of parent

(2,824)

23,661

20,837

(2,590)

3,206

(11,992)

-

9,461

Segment assets

46,929

1,021,409

1,068,338

51,666

135,505

301,453

(510,133)

1,046,829

Segment liabilities

53,962

792,254

846,216

65,888

90,591

404,831

(510,133)

897,393

Segmental results for continuing operations for the year ended 31 December 2016

Insurance Investments

Insurance

Underwriting

Other

Consolidation

Live

Run-off

Total

Services

Management

Corporate

adjustments

Total

£000

£000

£000

£000

£000

£000

£000

£000

Earned premium, net of reinsurance

28,458

10,325

38,783

-

7,292

-

-

46,075

Net investment income

23

10,232

10,255

1,033

694

4,042

(8,052)

7,972

External income

-

456

456

4,491

1,623

268

-

6,838

Internal income

-

1,777

1,777

8,528

335

6,903

(17,543)

-

Total income

28,481

22,790

51,271

14,052

9,944

11,213

(25,595)

60,885

Claims paid, net of reinsurance

(6,095)

49,484

43,389

-

10,780

-

-

54,169

Net change in provision for claims

(10,739)

(44,787)

(55,526)

-

(10,671)

-

-

(66,197)

Net insurance claims (increased)/released

(16,834)

4,697

(12,137)

-

109

-

-

(12,028)

Operating expenses

(13,735)

(17,599)

(31,334)

(14,075)

(11,893)

(16,337)

17,543

(56,096)

Result of operating activities before goodwill on bargain purchase

(2,088)

9,888

7,800

(23)

(1,840)

(5,124)

(8,052)

(7,239)

Goodwill on bargain purchase

-

16,281

16,281

-

-

-

-

16,281

Amortisation and impairment of intangible assets

-

(566)

(566)

-

(193)

(20)

-

(779)

Result of operating activities

(2,088)

25,603

23,515

(23)

(2,033)

(5,144)

(8,052)

8,263

Finance costs

-

(2,085)

(2,085)

(1,294)

(284)

(6,278)

8,052

(1,889)

Share of loss of associate

-

-

-

-

(18)

-

-

(18)

Profit/(loss) on ordinary activities before income taxes

(2,088)

23,518

21,430

(1,317)

(2,335)

(11,422)

-

6,356

Income tax (charge)/credit

-

(1,904)

(1,904)

1,506

602

480

-

684

Profit/(loss) for the year

(2,088)

21,614

19,526

189

(1,733)

(10,942)

-

7,040

Non-controlling interests

-

(350)

(350)

449

-

-

-

99

Attributable to shareholders of parent

(2,088)

21,264

19,176

638

(1,733)

(10,942)

-

7,139

Segment assets

37,351

811,784

849,135

96,887

46,020

196,522

(402,352)

786,212

Segment liabilities

44,349

623,878

668,227

91,292

36,579

298,092

(402,352)

691,838

Internal income includes fees payable by the insurance companies to the Insurance Services Division in the period. These are contractually committed on an arm's length basis.

No income from any one client included within the external income generated more than 10% of the total external income.

Geographical analysis

As at 31 December 2017

UK

North

America

Europe

Total

£000

£000

£000

£000

Gross assets

560,629

780,277

235,018

1,575,924

Intercompany eliminations

(267,377)

(190,816)

(51,940)

(510,133)

Segment assets

293,252

589,461

183,078

1,065,791

Gross liabilities

510,877

717,080

181,361

1,409,318

Intercompany eliminations

(229,871)

(275,139)

(5,123)

(510,133)

Segment liabilities

281,006

441,941

176,238

899,185

Revenue from external customers

52,335

118,548

14,128

185,011

As at 31 December 2016

UK

North

America

Europe

Total

£000

£000

£000

£000

Gross assets

312,688

640,129

235,747

1,188,564

Intercompany eliminations

(206,717)

(134,274)

(61,361)

(402,352)

Segment assets

105,971

505,855

174,386

786,212

Gross liabilities

293,504

620,388

180,298

1,094,190

Intercompany eliminations

(200,497)

(191,832)

(10,023)

(402,352)

Segment liabilities

93,007

428,556

170,275

691,838

Revenue from external customers

28,727

15,754

16,404

60,885

6.Discontinued operations and disposal groups

a) The sale of R&Q Managing Agency Limited.

On 23 June 2017 the Group announced that it had reached agreement to sell the entire share capital of its Lloyd's managing agency, R&Q Managing Agency Limited ('RQMA') to Coverys, a leading provider of medical professional liability insurance based in Boston, Massachusetts. The sale received regulatory change of control approval by Lloyd's and the PRA, and was completed on 30 November 2017. RQMA is presented within these financial statements as a discontinued operation for the year ending 31 December 2017 and for previous period comparatives, as it represented the sale of a major line of business within the R&Q Group.

b) The sale of Insurance Services and Captive Management Divisions

On 13 January 2018 the Group completed the sale of its Insurance Services and Captive Management Operations ('ISD') to Davies Group ('Davies') a leading operations management, consultancy and digital solutions provider. The transaction involves the sale of the entire share capital of JMD Specialist Insurance Services Group Limited and its subsidiaries, R&Quiem Limited, John Heath & Company Limited and AM Associates Insurance Services Limited as well as Randall & Quilter Bermuda Holdings Limited and its Quest subsidiaries. The sale is presented within these financial statements as a discontinued operation for the year-ending 31 December 2017 and for previous period comparatives, as it represented the sale of a major line of business within the R&Q Group.

Profit for the year from discontinued operations

For the year ended 31 December

RQMA 2017

ISD

2017

Total 2017

RQMA 2016

ISD

2016

Total 2016

£000

£000

£000

£000

£000

£000

Other Income

10,586

14,391

24,977

11,423

15,490

26,913

Operating expenses

(13,909)

(12,630)

(26,539)

(11,345)

(13,445)

(24,790)

Profit from discontinued operations before tax

(3,323)

1,761

(1,562)

78

2,045

2,123

Income tax charge

(30)

(148)

(178)

(72)

(776)

(848)

Operating profit/(loss)

(3,353)

1,613

(1,740)

6

1,269

1,275

Disposal proceeds

16,799

-

16,799

-

-

-

Net assets disposed of

1,606

-

1,606

-

-

-

Gain on disposal

15,193

-

15,193

-

-

-

Income tax charge on disposal

-

-

-

-

-

-

Profit on disposals

15,193

-

15,193

-

-

-

Profit for the year from discontinued operations

11,840

1,613

13,453

6

1,269

1,275

Cash flows for the year from discontinued operations

For the year ended 31 December

RQMA 2017

ISD

2017

Total 2017

RQMA 2016

ISD

2016

Total 2016

£000

£000

£000

£000

£000

£000

Net cash inflows/(outflows) from operating activities

(158)

166

8

172

(302)

(130)

Net cash inflows from investing activities

16,799

-

16,799

-

-

-

Net cash inflows/(outflows)

16,641

166

16,807

172

(302)

(130)

The major classes of assets and liabilities forming the RQMA disposal group were as follows:

On disposal 30 November 2017

£000

Assets

Intangible assets

872

Insurance and other receivables

1,524

Cash and cash equivalents

14

2,410

Liabilities

Insurance and other payables

804

Current tax liabilities

-

804

Total net assets of the disposal group

1,606

No impairment losses were recognised on the reclassification of these operations as held for sale, or at the point of sale, as the sale proceeds exceeded the carrying amounts.

The major classes of assets and liabilities of the Insurance Services and Captive Management Divisions disposal group held for sale are as follows:

Year ended 31 December 2017

£000

Assets classified as held for sale:

Intangible assets

13,496

Insurance and other receivables

4,357

Cash and cash equivalents

1,109

18,962

Liabilities directly associated with assets held for sale:

Insurance and other payables

1,792

Current tax liabilities

-

1,792

Total net assets of the disposal group

17,170

No impairment losses were recognised on the reclassification of these operations as held for sale, as the sale proceeds exceeded the carrying amounts.

7. Gross investment income

Continuing operations

2017

£000

2016

£000

Investment income

5,459

4,123

Realised net gains on financial assets

1,191

3,191

Unrealised gains on financial assets

1,537

658

8,187

7,972

8. Other income

Continuing operations

2017

£000

2016

£000

Management fees

6,275

4,533

Insurance commissions

1,687

1,371

Profit on divestment (note 29)

(3)

625

Interest expense on pension scheme deficit

(257)

(213)

Purchased reinsurance receivables

452

522

8,154

6,838

9. Operating expenses

Continuing operations

2017

£000

2016

£000

Costs of insurance company subsidiaries

9,745

9,080

Costs of syndicate participations

31,800

12,891

Pre-contract costs

226

244

Employee benefits

30,751

27,934

Other operating expenses

11,896

5,947

84,418

56,096

The costs of insurance company subsidiaries represent external costs borne by subsidiaries of the Group; intragroup charges are removed on consolidation.

Auditor remuneration

2017 £000

2016 £000

Fees payable to the Group's auditors for the audit of the parent company and its Consolidated Financial Statements

120

110

Fees payable for the audit of the Group's subsidiaries by:

- Group auditors

502

403

- Other auditors

341

431

Advice on financial and accountancy matters

74

4

Other services under legislative requirements

123

130

Total

1,160

1,078

The above includes the Group's share of the audit fee payable for syndicates 1110, 1991 and 3330 audits.

Fees payable included in the above table relating to the audit of the Group's discontinued operations for 2017 amount to £115k (2016: 97k)

10. Finance costs

Continuing operations

2017

£000

2016

£000

Bank loan and overdraft interest

1,419

712

Subordinated debt interest

2,785

1,177

4,204

1,889

11. Profit/(loss) on ordinary activitiesbefore taxation

Profit/(loss) for continuing operations before taxation is stated after charging/(crediting):

2017

£000

2016

£000

Employee benefits (Note 26)

30,751

27,934

Legacy acquisition costs (including aborted transactions)

2,831

1,115

Depreciation and impairment of fixed assets (Note 16)

625

617

Operating lease rental expenditure

1,929

2,359

Amortisation of pre contract costs

226

244

Amortisation and impairment of intangibles (Note 15)

1,909

943

12. Income tax charge

Continuing operations

a. Analysis of charge in the year

2017

£000

2016

£000

Current tax

Current year

124

(575)

Adjustments in respect of previous years

208

(841)

Foreign tax

336

769

668

(647)

Deferred tax

(355)

(37)

Income tax charge/(credit)

313

(684)

b. Factors affecting tax charge for the year

The tax assessed differs from the standard rate of corporation tax in the United Kingdom. The differences are explained below:

2017

£000

2016

£000

Profit on continuing operations before taxation

9,830

6,356

Profit on ordinary activities at the standard rate of corporation tax in the UK of 19.25% (2016: 20%)

1,892

1,271

Temporary differences

(6,219)

(5,670)

Capital allowances in excess of depreciation

71

57

Utilisation of tax losses

549

(49)

Timing differences in respect of pension schemes

(58)

63

Unrelieved losses

5,663

1,964

Foreign tax rate differences

(1,793)

2,521

Adjustments to the tax charge in respect of prior years

208

(841)

Income tax charge/(credit) for the year

313

(684)

c.Factors that may affect future tax charges

In addition to the recognised deferred tax asset, the Group has other trading losses of approximately £84,566k (2016: £47,153k) in various Group companies available to be carried forward against future trading profits of those companies. The increase is materially due to acquisitions in the year. The recovery of these losses is uncertain and no deferred tax asset has been provided in respect of these losses. Should it become possible to offset these losses against taxable profits in future years the Group tax charge in those years will be reduced accordingly.

The Group has available capital losses of £28,001k (2016: £27,461k).

13. Earnings and net assets per sharea. Basic earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below:

2017

£000

2016 £000

Profit for the year attributable to ordinary shareholders from:

Continued operations

9,461

7,139

Discontinued operations

13,453

1,275

No.

000's

No.

000's

Shares in issue throughout the year

72,118

71,835

Weighted average number of ordinary shares issued

18,016

169

Weighted average number of ordinary shares

90,134

72,004

Basic earnings per ordinary share for:

Continued operations

10.5p

9.9p

Discontinued operations

14.9p

1.8p

b. Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares for conversion of all potentially dilutive ordinary shares. The Group's earnings per share is diluted by the effects of outstanding share options.

Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below:

2017

£000

2016 £000

Profit for the year attributable to ordinary shareholders

Continued operations

9,461

7,139

Discontinued operations

13,453

1,275

No.

000's

No.

000's

Weighted average number of ordinary shares in issue in the year

90,134

72,004

Dilution effect of options

-

95

90,134

72,099

Diluted earnings per ordinary share:

Continued operations

10.5p

9.9p

Discontinued operations

14.9p

1.8p

c. Net asset value per share

2017

£000

2016 £000

Net assets attributable to equity shareholders as at 31 December

166,772

94,368

No.

000's

No.

000's

Ordinary shares in issue as at 31 December

125,876

72,118

Less: shares held in treasury

-

-

125,876

72,118

Net asset value per ordinary share

132.5p

130.9p

14. Distributions

The amounts recognised as distributions to equity holders in the year are:

2017

£000

2016 £000

Distribution on cancellation of X/V shares

4,545

3,603

Distribution on cancellation of Y/W shares

3,069

2,450

Total distributions to shareholders

7,614

6,053

15. Intangible assets

US state licences & customer contracts

Arising on acquisition

Goodwill

Other

Total

£000

£000

£000

£000

£000

Cost

As at 1 January 2016

5,656

4,909

30,253

986

41,804

Exchange adjustments

1,193

358

4,179

8

5,738

Acquisition of subsidiaries

-

4,710

-

-

4,710

Additions

-

-

-

288

288

Disposals

-

-

-

-

-

As at 31 December 2016

6,849

9,977

34,432

1,282

52,540

Exchange adjustments

(528)

(352)

(1,768)

(4)

(2,652)

Acquisition of subsidiaries

-

5,256

572

-

5,828

Additions

-

-

-

419

419

Disposals

-

(140)

(1,806)

(37)

(1,983)

Transfer to discontinued operations

-

-

(12,561)

(1,212)

(13,773)

As at 31 December 2017

6,321

14,741

18,869

448

40,379

Amortisation/Impairment

As at 1 January 2016

154

531

14,457

265

15,407

Exchange adjustments

49

119

3,047

9

3,224

Charge for the year

170

546

-

227

943

Disposals

-

-

-

-

-

As at 31 December 2016

373

1,196

17,504

501

19,574

Exchange adjustments

(35)

(12)

(1,348)

(4)

(1,399)

Charge for the year

178

1,094

572

65

1,909

Disposals

-

(140)

-

-

(140)

Transfer to discontinued operations

-

-

-

(277)

(277)

As at 31 December 2017

516

2,138

16,728

285

19,667

Carrying amount

As at 31 December 2017

5,805

12,603

2,141

163

20,712

As at 31 December 2016

6,476

8,781

16,928

781

32,966

Goodwill acquired through business combinations has been allocated to cash generating units, (which are also operating and reportable segments) for impairment testing as shown in the table below, including the carrying amount for each unit.

Cash generating units

2017

£000

2016

£000

Insurance Investments Division

474

474

Insurance Services Division ('ISD')

14,228

15,583

Underwriting Management Division ('UMD')

-

871

Total

14,702

16,928

The recoverable amount of these cash generating units is determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management.

In November 2017 the Group disposed of RQMA and DTW1991 to Coverys. As a result the goodwill relating to the UMD cash generating unit has been impaired.

Early in 2018 most of the ISD entities were sold to the Davies Group, the net sale proceeds exceed the carrying value of goodwill above. As a result of the analysis, no impairment was required for these cash generating units at 31 December 2017.

Key assumptions used in value in use calculations

The calculation of value in use for the units is most sensitive to the following assumptions:-

· Discount rates, which represent the current market assessment of the risks specific to each cash generating unit, regarding the time value of money and individual risks of the underlying assets which have not been incorporated in the cash flow estimates. The pre-tax discount rate applied to the cash flow projections is 10.0% (2016: 10.0%). The discount rate calculation is based on the specific circumstances of the Group and its operating segments and derived from its weighted average cost of capital ('WACC') with uplift for expected increases in interest rates. The WACC takes into account both debt and equity. The cost of equity is derived from the expected investment return.

· Reductions in operating expenses, which are linked to management expectations of the run-off of the insurance business managed by ISD.

· Growth rate used to extrapolate cash flows beyond the budget period, based on published industry standards. Cash flows beyond the four-year period are extrapolated using a 10.0% growth rate (2016: 10.0%).

The Directors believe that no foreseeable change in any of the above key assumptions would require an impairment of the carrying amount of goodwill.

16. Property, plant and equipment

Computer

equipment

Motor

vehicles

Office

equipment

Leasehold improvements

Freehold

Property

£000

£000

£000

£000

£000

£000

Cost

As at 1 January 2016

1,833

36

1,875

418

-

4,162

Exchange adjustments

253

5

84

236

-

578

Additions

111

-

488

-

2,486

3,085

Disposals

(482)

-

(770)

(1)

-

(1,253)

As at 31 December 2016

1,715

41

1,677

653

2,486

6,572

Exchange adjustments

(119)

(2)

(38)

(105)

-

(264)

Additions

96

-

75

165

135

471

Disposals

(112)

-

(300)

-

-

(412)

Transferred to discontinued operations

(85)

-

(28)

(15)

-

(128)

As at 31 December 2017

1,495

39

1,386

698

2,621

6,239

Depreciation

As at 1 January 2016

1,371

31

1,578

242

-

3,222

Exchange adjustments

240

5

82

203

-

530

Charge for the year

258

5

289

65

-

617

Disposals

(433)

-

(759)

(1)

-

(1,193)

As at 31 December 2016

1,436

41

1,190

509

-

3,176

Exchange adjustments

(116)

(2)

(36)

(95)

-

(249)

Charge for the year

156

-

137

64

52

409

Impairment

-

-

-

-

216

216

Disposals

(86)

-

(148)

-

-

(234)

Transferred to discontinued operations

(72)

-

(27)

(15)

-

(114)

As at 31 December 2017

1,318

39

1,116

463

268

3,204

Carrying amount

As at 31 December 2017

177

-

270

235

2,353

3,035

As at 31 December 2016

279

-

487

144

2,486

3,396

As at 31 December 2017, the Group had no significant capital commitments (2016: none). The depreciation charge for the year is included in operating expenses.

17. Investment properties and financial assets

2017

£000

2016

£000

a.

Investment properties

As at 1 January

407

770

Exchange adjustment

19

61

Decrease in fair value during the year

-

(65)

Disposals

-

(359)

As at 31 December

426

407

The investment properties are measured at fair value derived from the valuation work performed at the balance sheet date by an independent property valuer. Properties that are under contract for sale have been valued at the agreed sale price.

Rental income from the investment properties for the year was £15k (2016: £15k) and is included in Other Income with the Consolidated Income Statement.

b. Financial investment assets at fair value through profit or loss (designated at initial recognition)

2017

£000

2016

£000

Equities

21,146

9,313

Debt securities - fixed interest rate

384,370

236,431

405,516

245,744

Included in the above amounts are £12,701k (2016: £13,744k) pledged as part of the Funds at Lloyd's in support of the Group's underwriting activities in 2017. Lloyd's has the right to apply these monies in the event the corporate member fails to meet its obligations. These monies are not available to meet the Group's own working capital requirements and can only be released with Lloyd's permission. Also included in the above amounts are £55,629k (2016 - £60,986k) of funds withheld as collateral for certain of the Group's reinsurance contracts.

c. Shares in subsidiary and associate undertakings

The Company had interests in the following subsidiaries at 31 December 2017:

% of ordinary shares held via:

Country of incorporation/ registration

The Company

Subsidiary and associate undertakings

Overall effective % of share capital held

Principal activity and name of subsidiaries/associate

Insurance Investments Division

Randall & Quilter II Holdings Limited

England and Wales

-

100

100

Agency Program Insurance Company (SAC) Limited

Bermuda

-

100

100

Berda Developments Limited

Bermuda

-

100

100

Capstan Insurance Company Limited

Guernsey

-

100

100

Constantia Insurance Company (Guernsey) Limited

Guernsey

-

100

100

FNF Title Company Limited

Malta

100

-

100

Goldstreet Insurance Company

USA

-

100

100

Hickson Insurance Limited

Isle of Man

-

100

100

La Licorne Compagnie de Reassurances SA

France

-

100

100

Pender Mutual Insurance Company Limited

Isle of Man

-

100

100

R&Q Alpha Company Limited

England and Wales

100

-

100

R&Q Beta Company Limited

England and Wales

100

-

100

R&Q Capital No. 1 Limited

England and Wales

-

100

100

R&Q Capital No. 2 Limited

England and Wales

-

100

100

R&Q Capital No. 4 Limited

England and Wales

100

-

100

R&Q Capital No. 5 Limited

England and Wales

100

-

100

R&Q Capital No. 6 Limited

England and Wales

-

100

100

R&Q Capital No. 7 Limited

England and Wales

-

100

100

R & Q Cyprus Ltd

Cyprus

100

-

100

R&Q Delta Company Limited

England and Wales

100

-

100

R&Q Gamma Company Limited

England and Wales

100

-

100

R&Q Insurance (Europe) Limited

Malta

-

100

100

R&Q Insurance (Malta) Limited

Malta

-

100

100

R&Q Ireland Claims Services Limited #

Ireland

-

100

100

R&Q Ireland Company Limited by Guarantee #

Ireland

-

100

100

R&Q Liquidity Management Limited ~

England and Wales

-

100

100

R&Q Malta Holdings Limited

Malta

-

100

100

R&Q Re (Bermuda) Limited

Bermuda

-

100

100

R&Q Reinsurance Company

USA

-

100

100

R&Q Reinsurance Company (UK) Limited

England and Wales

-

100

100

R&Q RI Insurance Company Limited

USA

-

100

100

RQLM Limited

Bermuda

100

-

100

Southern Illinois Land Company

USA

-

100

60

Transport Insurance Company

USA

-

100

100

United States Sports Insurance Company LLC

USA

-

100

100

Insurance Services Division

Randall & Quilter IS Holdings Limited

England and Wales

-

100

100

Randall & Quilter Captive Holdings Limited

England and Wales

-

100

100

A. M. Associates Insurance Services Ltd ^

Canada

-

100

100

Callidus Solutions Ltd

England and Wales

-

51

51

R&Q CalSol Limited ~

England and Wales

-

100

100

Excess and Treaty Management Corporation

USA

-

100

100

Grafton US Holdings Inc.

USA

-

60

60

ICDC Ltd

USA

-

100

100

JMD Market Services Limited ^

England and Wales

-

100

100

JMD Specialist Insurance Services Group Limited ^

England and Wales

-

100

100

JMD Specialist Insurance Services Limited ^

England and Wales

-

100

100

John Heath & Company Inc ^

USA

-

100

100

LBL Acquisitions, LLC

USA

-

100

60

R&Q Archive Services Limited ~

England and Wales

-

100

100

R&Q Broker Services Limited ~

England and Wales

-

100

100

R&Q Captive Management LLC ^

USA

-

100

100

R&Q Central Services Limited

England and Wales

-

100

100

R&Q CG Limited ~

England and Wales

-

100

100

R&Q Healthcare Interests LLC

USA

-

100

100

R&Q Insurance Management (Gibraltar) Limited

Gibraltar

100

100

R&Q Insurance Management (IOM) Limited

Isle of Man

-

100

100

R&Q Insurance Services Limited

England and Wales

-

100

100

R&Q Intermediaries (Bermuda) Limited ^

Bermuda

-

100

100

R&Q KMS Management Limited ~

England and Wales

-

100

100

R&Q Quest (SAC) Limited

Bermuda

-

100

100

R&Q Quest Insurance Limited

Bermuda

-

100

100

R&Q Quest Management Services (Cayman) Limited ^

Cayman Island

-

100

100

R&Q Quest Management Services Limited ^

Bermuda

-

100

100

R&Q Quest PCC, LLC ^

USA

-

100

100

R&Q Services Holding Inc

USA

-

100

100

R&Q Solutions LLC

USA

-

100

100

R&Quiem Financial Services Limited

England and Wales

-

100

100

R&Quiem Limited ^

England and Wales

-

100

100

Randall & Quilter America Holdings Inc

USA

-

100

100

Randall & Quilter Bermuda Holdings Limited ^

Bermuda

-

100

100

Randall & Quilter Canada Holdings Limited

Canada

-

100

100

Randall & Quilter Healthcare Holdings Inc.

USA

-

100

100

Reinsurance Solutions Limited ~

England and Wales

-

100

100

Requiem America Inc

USA

-

100

100

Risk Transfer Underwriting Inc.

USA

-

100

60

RSI Solutions International Inc

USA

-

100

100

Syndicated Services Company Inc

USA

-

100

100

Underwriting Management

Randall & Quilter Underwriting Management Holdings Limited

England and Wales

-

100

100

Accredited Holding Corporation

USA

-

100

100

Accredited Surety & Casualty Company, Inc.

USA

-

100

100

Accredited Group Agency Inc.

USA

-

100

100

Accredited Bond Agencies Inc.

USA

-

100

100

R&Q Commercial Risk Services Limited

England and Wales

-

100

100

R&Q MGA Limited

England and Wales

-

100

100

R&Q Risk Services Canada Limited

Canada

-

100

100

R&Q SIS Limited ~

England and Wales

-

100

100

Trilogy Managing General Agents Limited *

England and Wales

-

80

80

Others

Octagon Insurance Group Ltd.

Cayman Island

-

100

100

RQIH Limited

England and Wales

100

-

100

R&Q Oast Limited

England and Wales

-

100

100

R&Q Secretaries Limited ~

England and Wales

-

100

100

# has a November year end due to Irish Law Society connection.

* has an April year end as acquired during the year, will be aligned in 2018.

~ dissolved in 2018

^ disposed of in 2018

18. Insurance and other receivables

2017

£000

2016

£000

Receivables arising from direct insurance operations

42,301

19,249

Receivables arising from reinsurance operations

63,118

71,992

Insurance receivables

105,419

91,241

Trade receivables

5,995

4,117

Other receivables

35,412

28,509

Purchased reinsurance receivables

3,751

5,585

Prepayments and accrued income

19,696

14,923

64,854

53,134

Total

170,273

144,375

Included in receivables arising from reinsurance operations is £11,220k (2016: £9,664k) in respect of amounts due under certain reinsurance contracts which are expected to be received after 12 months.

Included in purchased reinsurance receivables is £2,550k (2016: £4,271k) which is expected to be received within 12 months. The remainder of the balance is expected to be received after 12 months.

The carrying amounts disclosed above reasonably approximate their fair values at the period end date.

19. Cash and cash equivalents

2017

£000

2016

£000

Cash at bank and in hand

173,393

141,656

Included in cash and cash equivalents is £561k (2016: £608k) being funds held in escrow accounts in respect of guarantees provided to the Institute of London Underwriters. The decrease is due to exchange movements.

Included in cash and cash equivalents is an amount of £1,400k (2016: £840k) held in respect of the defined benefit scheme.

In the normal course of business, insurance company subsidiaries will have deposited funds in respect of certain contracts which can only be released with the approval of the appropriate regulatory authority.

The carrying amounts disclosed above reasonably approximate their fair values at the period end date.

20. Insurance and other payables

2017

£000

2016

£000

Structured liabilities

399,252

436,927

Structured settlements

(399,252)

(436,927)

-

-

Payables arising from reinsurance operations

36,544

7,003

Payables arising from direct insurance operations

3,171

3,108

Insurance payables

39,715

10,111

Trade payables

1,859

1,437

Other taxation and social security

1,424

871

Other payables

43,252

28,908

Accruals and deferred income

6,019

9,083

52,554

40,299

Total

92,269

50,410

The carrying amounts disclosed above reasonably approximate their fair values at the period end date.

Included in other payables is £1,052k (2016: £1,429k) in respect of various liabilities arising in the Southern Illinois Land Company in respect of potential subsidence and workers compensation claims. The subsidence claims have been discounted and the potential undiscounted amount of all future payments is £13,900k (2016: £15,061k). The decrease is due to exchange movements.

Structured Settlements

No new structured settlement arrangements have been entered into during the year. The movement in these structured liabilities during the period is primarily due to exchange movements. The Group has paid for annuities from third party life insurance companies for the benefit of certain claimants. In the event that any of these life insurance companies were unable to meet their obligations to these annuitants, any remaining liability would fall upon the respective insurance company subsidiaries. The subsidiary company retains the credit risk in the unlikely event that the life insurance company defaults on its obligations to pay the annuity amounts. The Directors believe that, having regard to the quality of the security of the life insurance companies together with the reinsurance available to the relevant Group insurance companies, the possibility of a material liability arising in this way is very unlikely. The life companies will settle the liability directly with the claimants and no cash will flow through the Group. These annuities have been shown as reducing the insurance companies' liabilities to reflect the substance of the transactions and to ensure that the disclosure of the balances does not detract from the users' ability to understand the Group's future cash flows.

21. Financial liabilities

2017

£000

2016

£000

Amounts owed to credit institutions

55,889

65,931

Amounts due to credit institutions are payable as follows:

2017

£000

2016

£000

Less than one year

4,104

21,697

Between one to five years

15,500

11,373

Over five years

36,285

32,861

55,889

65,931

As outlined in Note 31, £18,500k (2016: £31,874k) owed to credit institutions is secured by debentures over the assets of the Company and several of its subsidiaries.

A subsidiary has issued subordinated debt for €25m at a margin of 6.7% above EURIBOR and is repayable in 2025.

A subsidiary has issued subordinated debt for $20m at a margin of 7.75% above LIBOR and is repayable in 2023.

Reconciliation of liabilities arising from financing activities

The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from the financing activities are those for which cash flows were, or future cash flows will be, classified in the Group Consolidated Cash Flows Statement as cash flows from financing activities.

2017

£000

2016

£000

Balance at 1 January

65,931

37,492

Financing cash flows (1)

(8,235)

24,678

Non-cash exchange adjustment

(1,807)

3,671

Balance at 31 December

55,889

65,931

1) Represents the net cash flows from the repayment of borrowings and the proceeds from new borrowing arrangements.

22. Insurance contract provisions and reinsurance balances

2017

2016

Live

Run-off

Total

Live

Run-off

Total

£000

£000

£000

£000

£000

£000

Gross

Insurance contract provisions at 1 January

42,793

510,933

553,726

27,902

348,900

376,802

Claims paid

(10,223)

(131,790)

(142,013)

(6,095)

(53,335)

(59,430)

Increases in provisions arising from the acquisition of subsidiary undertakings and Syndicate participations

-

210,979

210,979

-

107,121

107,121

Increases in provisions arising from acquisition of reinsurance portfolios

-

84,498

84,498

-

24,775

24,775

Increase/(decrease) in claims provisions

19,417

48,863

68,280

17,785

19,187

36,972

Increase/(decrease) in unearned premium reserve

4,039

(20,592)

(16,553)

3,093

2,972

6,065

Net exchange differences

(3,850)

(32,532)

(36,382)

108

61,313

61,421

As at 31 December

52,176

670,359

722,535

42,793

510,933

553,726

Reinsurance

Reinsurers' share of insurance contract provisions at 1 January

3,412

199,320

202,732

2,442

174,769

177,211

Proceeds from commutations and reinsurers' share of gross claims paid

350

(60,935)

(60,585)

-

(113,599)

(113,599)

Increases in provisions arising from the acquisition of subsidiary undertakings and Syndicate participations

-

72,432

72,432

-

64,581

64,581

Increases in provisions arising from acquisition of reinsurance portfolios

-

771

771

-

2,635

2,635

Increase/(decrease) in claims provisions

(548)

43,523

42,975

951

46,133

47,084

Increase/(decrease) in unearned premium reserve

224

3,201

3,425

163

2,197

2,360

Net exchange differences

(1,104)

(7,164)

(8,268)

(144)

22,604

22,460

As at 31 December

2,334

251,148

253,482

3,412

199,320

202,732

Net

Net insurance contract provisions at 1 January

39,381

311,613

350,994

25,460

174,131

199,591

Net (claims paid)/commutation proceeds

(10,573)

(70,855)

(81,428)

(6,095)

60,264

54,169

Increases in provisions arising from the acquisition of

subsidiary undertakings and Syndicate participations

-

138,547

138,547

-

42,540

42,540

Increases in provisions arising from acquisition of reinsurance portfolios

-

83,727

83,727

-

22,140

22,140

Increase/(decrease) in claims provisions

19,965

5,340

25,305

16,834

(26,946)

(10,112)

Increase/(decrease) in unearned premium reserve

3,815

(23,793)

(19,978)

2,930

775

3,705

Net exchange differences

(2,746)

(25,368)

(28,114)

252

38,709

38,961

As at 31 December

49,842

419,211

469,053

39,381

311,613

350,994

The carrying amounts disclosed above reasonably approximate their fair values at the period end date.

Assumptions, changes in assumptions and sensitivity

The assumptions used in the estimation of provisions relating to insurance contracts are intended to result in provisions which are sufficient to settle the net liabilities from insurance contracts. The amounts presented above include estimates of future reinsurance recoveries expected to arise on the settlement of the gross insurance liabilities, including £77,507k (2016 - £78,755k) in respect of the reinsurance contract collateralised by the funds withheld disclosed in Note 17 (b).

Provision is made at the period end date for the estimated ultimate cost of settling all claims incurred in respect of events and developments up to that date, whether reported or not.

As detailed in Note 3, significant uncertainty exists as to the likely outcome of any individual claim and the ultimate costs of completing the run off of the Group's insurance operations.

The provisions carried by the Group for its insurance liabilities are calculated using a variety of actuarial techniques. The provisions are calculated and reviewed by the Group's internal actuarial team; in addition the Group periodically commissions independent reviews by external actuaries. The use of external actuaries provides management with additional comfort that the Group's internally produced statistics and trends are consistent with observable market information and other published data. Provisions for outstanding claims and IBNR are initially estimated at a gross level and a separate calculation is carried out to estimate the size of reinsurance recoveries. Insurance companies and Syndicates within the Group are covered by a variety of treaty, excess of loss and stop loss reinsurance programs.

As detailed in Note 2 (h), when preparing these Consolidated Financial Statements, provision is made for all costs of running off the business of the insurance company subsidiaries to the extent that these costs exceed the estimated future investment return expected to be earned by those subsidiaries. Provision is also made for all costs of running off the underwriting years for those Syndicates treated as being in run-off on which the Group participates. The quantum of the costs of running off the business and the future investment income has been determined through the preparation of cash flow forecasts over the anticipated period of the run-off, using internally prepared budgets and forecasts of expenditure, investment income and actuarially assessed settlement patterns for the gross provisions. The gross costs of running off the business are estimated to be fully covered by the estimated future investment income.

The provisions disclosed in the Consolidated Financial Statements are sensitive to a variety of factors including:

• Settlement and commutation activity of third party lead reinsurers

• Development in the status of settlement and commutation negotiations being entered into by the Group

• The financial strength of the Group's reinsurers and the risk that these entities could, in time, become insolvent or could otherwise default on payments

• Future cost inflation of legal and other advisors who assist the Group with the settlement of claims

• Changes in statute and legal precedent which could particularly impact provisions for asbestos, pollution and other latent exposures

• Arbitration awards and other legal precedents which could particularly impact upon the presentation of both inwards and outwards claims on the Group's exposure to major catastrophe losses

A 1 percent reduction in the net technical provisions would increase net assets by £4,691k (2016: £3,510k).

23. Current and deferred tax

Current tax

2017

2016

£000

£000

Current tax assets

2,411

3,014

Current tax liabilities

(7,426)

(7,656)

Net current tax liabilities

(5,015)

(4,642)

Deferred tax

Deferred tax is calculated in full on temporary differences under the liability method using tax rates of 17% for the UK (2016: 17%) and 21% for the US (2016: 34%).

Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets where it is probable that these assets will be recovered.

The movements in deferred tax assets and liabilities during the year are shown below. The movement in deferred tax is recorded in the income tax charge in the Consolidated Income Statement.

Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances on a net basis.

Deferred tax

assets

Deferred

tax

liabilities

Total

£000

£000

£000

As at 1 January 2016

5,840

(2,827)

3,013

Movement in year

504

(66)

438

As at 31 December 2016

6,344

(2,893)

3,451

Movement in year

4,563

(3,997)

566

As at 31 December 2017

10,907

(6,890)

4,017

The movement on the deferred tax account is shown below:

Accelerated

capital

allowances

Trading

losses

Pension

scheme

deficit

Other

temporary

differences

Total

£000

£000

£000

£000

£000

As at 1 January 2016

64

5,400

971

(3,422)

3,013

Movement in year

(103)

(2,191)

707

2,025

438

As at 31 December 2016

(39)

3,209

1,678

(1,397)

3,451

Movement in year

-

1,042

228

(704)

566

As at 31 December 2017

(39)

4,251

1,906

(2,101)

4,017

Movements in the provisions for deferred taxation are disclosed in the Consolidated Financial Statements as follows:

Exchange

adjustment

Deferred tax

in income

statement

Deferred tax

in statement of

comprehensive

income

Total

£000

£000

£000

£000

Movement in 2016

912

(1,183)

709

438

Movement in 2017

(238)

634

170

566

The analysis of the deferred tax assets relating to tax losses is as follows:

2017

2016

£000

£000

Deferred tax assets - relating to trading losses

Deferred tax assets to be recovered after more than 12 months

1,706

2,003

Deferred tax assets to be recovered within 12 months

2,545

1,206

Deferred tax assets

4,251

3,209

Deferred tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable.

The Directors have prepared forecasts which indicate that, excluding the deferred tax asset on the pension scheme deficit, the deferred tax assets will substantially reverse over the next six years.

The above deferred tax assets arise mainly from temporary differences and losses arising on the Group's US insurance companies. Under local tax regulations these losses and other temporary differences are available to offset against the US subsidiaries' future taxable profits in the Group's US Insurance Services Division as well as any future taxable results that may arise in the US insurance companies.

The Group's total deferred tax asset includes £4,251k (2016: £3,209k) in respect of trading losses carried forward. The tax losses have arisen in individual legal entities and will be used as future taxable profits arise in those legal entities, though substantially all of the unused tax losses for which a deferred tax asset has been recognised arises in the US subgroup.

24. Share capital

Number of shares

Ordinary shares

Share premium

Treasury shares*

Total

£000

£000

£000

£000

At 1 January 2016

71,834,839

1,437

11,369

-

12,806

Issue of ordinary shares

283,117

4

247

-

251

Issue of V-W shares

143,835,277

6,053

(6,053)

-

-

Redemption/Cancellation of V-W shares

(143,835,277)

(6,053)

-

-

(6,053)

At 31 December 2016

72,117,956

1,441

5,563

-

7,004

Issue of ordinary shares

53,758,664

1,076

64,308

-

65,384

Issue of X-Y shares

175,079,030

7,614

(7,614)

-

-

Redemption/Cancellation of X-Y shares

(175,079,030)

(7,614)

-

-

(7,614)

At 31 December 2017

125,876,620

2,517

62,257

-

64,774

2017

£

2016

£

Allotted, called up and fully paid

125,875,620 ordinary shares of 2p each

(2016: 72,117,956 ordinary shares of 2p each)

2,517,512

1,441,359

1 Preference A Share of £1

1

1

1 Preference B Share of £1

1

1

2,517,514

1,441,361

Included in Equity

2017

£

2016

£

125,875,600 ordinary shares of 2p each

(2016:72,117,956 ordinary shares of 2p each)

2,517,512

1,441,359

1 Preference A Share of £1

1

1

1 Preference B Share of £1

1

1

2,517,514

1,441,361

Cumulative Redeemable Preference Shares

Preference A and B Shares have rights, inter alia, to receive distributions in priority to ordinary shares of distributable profits of the Company derived from certain subsidiaries:

• Preference A Share: one half of all distributions arising from the Company's investment in R&Q Reinsurance Company up to a maximum of $5,000k.

• Preference B Share: one half of all distributions arising from the Company's investment in R&Q Reinsurance Company (UK) Limited up to a maximum of $10,000k.

The Preference A and Preference B Shares have been classified as equity on the basis that redemption dates are not prescribed in the Memorandum and Articles of Association and as such there is no contractual obligation to deliver cash. No distributions have been made since acquisition by either R&Q Reinsurance Company or R&Q Reinsurance Company (UK) Limited.

Shares issued

During the year the Group issued 15,278,291 additional shares at 117p and 38,192,837 additional shares at 127p.

During the year the Group issued X and Y shares (with an aggregate value of £7,614k) (2016: V and W shares (with an aggregate value of £6,053k) which were all cancelled.

Share options

The Group historically operated a long term incentive plan 'LTIP' which has now closed.

Movements in the number of share options and their related exercise price are as follows:

Weighted

average

exercise price

2017

pence

Number of options 2017

Weighted average exercise price

2016

pence

Number of options

2016

Outstanding at 1 January

68.4

95,000

56.5

135,000

Exercised

20.5

(340,132)

5.2

(323,117)

Granted

2.0

245,132

2.0

283,117

At 31 December

-

-

68.4

95,000

The total number of options in issue during the year has given rise to a charge to the Consolidated Income Statement of £366k (2016: £261k) based on the fair values at the time the options were granted.

The fair value of the share options was determined using the Binomial option pricing method. The parameters used are detailed below. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of the daily share price over a 100 day period.

2016 options

Weighted average fair value

68.4 pence

Weighted average share price

108.0 pence

Exercise price

68.4 pence

Expiry date

10 years after granting

Vesting period

3 years

Volatility

21.0%

Dividend yield

8.5%

Expected option life

3 years

Annual risk free interest rate

0.91%

No options were outstanding at 31 December 2017.

25. Employees and Directors

Employee benefit expense for the Group during the year

2017

£000

2016

£000

Wages and salaries

38,433

36,605

Social security costs

4,021

3,528

Pension costs

1,384

1,632

Share based payment charge

366

261

44,204

42,026

Continuing operations

30,751

27,934

Discontinued operations

13,453

14,092

Pension costs are recognised in operating expenses in the Consolidated Income Statement and include £1,384k (2016: £1,632k) in respect of payments to defined contribution schemes.

Average number of employees

2017

Number

2016

Number

Group executives & support services

94

91

Insurance Services Division

198

205

Insurance Investments Division

19

11

Underwriting Management Division

111

106

422

413

Total number of employees as 31 December 2017 was 366 (2016: 411). The total number of employees has reduced in 2017 due to the sale of R&Q Managing Agency Limited.

Remuneration of the Directors and key management

2017

£000

2016

£000

Aggregate Director emoluments

1,780

1,841

Aggregate key management emoluments

2,398

1,674

Share based payments - Directors

331

225

Director pension contributions

43

10

Key management pension contributions

37

85

4,589

3,835

Highest paid Director

Aggregate emoluments

1,160

1,015

Key management refers to employees who are Directors of subsidiaries within the Group but not members of the Group's Board of Directors.

Directors' emoluments

Name

Salary

Pension

Bonus

Share options

Overseas living expenses

Total

Total

£000

£000

£000

£000

£000

£000

$000

K E Randall

387

-

-

-

-

387

500

A K Quilter

262

43

-

-

-

305

-

T A Booth

373

-

331

331

125

1,160

1,499

M G Smith

150

-

-

-

-

150

-

A H F Campbell

75

-

-

-

-

75

-

P A Barnes

77

-

-

-

-

77

100

T A Booth, K E Randall and P A Barnes have been remunerated in US dollars.

One Director has retirement benefits accruing under money purchase pension schemes (2016: One). In the year, T A Booth was granted share options in respect of qualifying services under a long term incentive plan over 245,132 shares with a fair value of £331k (2016: 213,117 shares with a fair value of £225k) and the expense has been charged to the Consolidated Income Statement over the course of the vesting period.

26. Pension commitments

The Group operates one defined benefit scheme in the UK. The defined benefit scheme's assets are held in separate trustee administered funds. The pension cost was assessed by an independent qualified actuary. In his valuation, the actuary used the projected unit method as the scheme is closed to new employees. A full valuation of the scheme was completed as at 1 January 2015 by a qualified independent actuary.

On 2 December 2003, the scheme was closed to future accrual although the scheme continues to remain in full force and effect for members at that date.

a. Employee benefit obligations - amount disclosed in the Consolidated Statement of Financial Position

2017

£000

2016

£000

Fair value of plan assets

25,279

25,749

Present value of funded obligations

(36,493)

(35,617)

Net defined benefit liability

(11,214)

(9,868)

Related deferred tax asset

1,906

1,678

Net position in the Consolidated Statement of Financial Position

(9,308)

(8,190)

308

All actuarial (losses)/gains are recognised in full in the Consolidated Statement of Comprehensive Income in the period in which they occur.

b. Movement in the net defined benefit obligation and fair value of plan assets over the year

Present value of obligation

Fair value of plan assets

Deficit of funded plan

£000

£000

£000

As at 31 December 2016

(35,617)

25,749

(9,868)

Interest (expense)/income

(907)

650

(257)

(36,524)

26,399

(10,125)

Remeasurements:-

Return on plan assets, excluding amounts included in interest expense

-

396

396

Loss from changes in financial assumptions

(1,932)

-

(1,932)

Experience gain

534

-

534

(37,922)

26,795

(11,127)

Employer's contributions

-

(87)

(87)

Benefit payments from the plan

1,429

(1,429)

-

As at 31 December 2017

(36,493)

25,279

(11,214)

Present value of obligation

Fair value of plan assets

Net defined benefit liability

£000

£000

£000

As at 31 December 2015

(28,887)

23,490

(5,397)

Interest (expense)/income

(1,108)

895

(213)

(29,995)

24,385

(5,610)

Remeasurements:-

Return on plan assets, excluding amounts included in interest expense

-

2,384

2,384

Loss from changes in financial assumptions

(7,023)

-

(7,023)

Experience gain

471

-

471

(36,547)

26,769

(9,778)

Employer's contributions

-

(90)

(90)

Benefit payments from the plan

930

(930)

-

As at 31 December 2016

(35,617)

25,749

(9,868)

c. Significant actuarial assumptions

i) Financial assumptions

2017

2016

Discount rate

2.4%

2.6%

RPI inflation assumption

3.4%

3.4%

CPI inflation assumption

2.6%

2.6%

Pension revaluation in deferment:
- CPI, maximum 5%

2.6%

2.6%

Pension increases in payment:
- RPI, maximum 5%

3.4%

3.4%

ii) Demographic assumptions

Assumed life expectancy in years, on retirement at 60

2017

2016

Retiring today

- Males

27.6

27.4

- Females

30.1

30.0

Retiring in 20 years

- Males

29.0

28.9

- Females

31.6

31.5

d. Sensitivity to assumptions

The results of the IAS 19 valuation at 31 December 2017 are sensitive to the assumptions adopted.

The sensitivities regarding the principal assumptions used to measure the Scheme liabilities are set out below:

Assumption

Change in assumption

Change in liabilities

Discount rate

Decrease by 0.5%

Increase by 9%

Rate of inflation

Increase by 0.5%

Increase by 3%

Life expectancy

Increase by 1 year

Increase by 2%

The above sensitivity analyses are based on a change in assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. The sensitivity of the defined benefit obligation to significant actuarial assumptions has been estimated, based on the average age and the normal retirement age of members and the duration of the Scheme.

e. The major categories of plan assets are as follows

As at 2017

As at 2016

£000

£000

Level 1

Level 2

Total

Level 1

Level 2

Total

Cash and cash equivalents

-

582

582

-

264

264

Investment funds:

- equities

-

15,232

15,232

-

4,707

4,707

- bonds

-

6,230

6,230

-

18,754

18,754

- other

-

3,236

3,236

-

-

-

- cash

-

-

-

-

2,024

2,024

-

25,279

25,279

-

25,749

25,749

Definitions of level 1 and Level 2 investments can be found in note 4(a)(i).

f. Contributions and present value of defined benefit obligation

Funding levels are monitored on an annual basis. For the period 1 January 2015 to 31 December 2025, £280,000 per annum is being deposited into an account based on the latest triennial valuation as at 1 January 2015. No contributions are made directly into the scheme.

The present value of the defined benefit obligation has been estimated by projecting the results of the last full actuarial valuation as at 1 January 2015 forward to 31 December 2017. The table below shows an analysis by term to retirement of Scheme membership and past service liability as at the date of the last full actuarial valuation, 1 January 2015.

Term to retirement

Pensioners

0-5 years

6-10 years

11-15 years

16-20 years

21-25 years

26+ years

Proportion of total liabilities (funding basis)

47.8%

21.6%

17.9%

10.6%

2.1%

0.0%

0.0%

Number of members

126

42

39

33

18

-

-

The duration of the liabilities of the Scheme is approximately 16 years as at 31 December 2017.

27. Related party transactions

Transactions with subsidiaries

Transactions between the Group's wholly owned subsidiary undertakings, which are related parties, have been eliminated on consolidation and accordingly not disclosed.

Transactions with Lloyds Syndicate 1991

The Group participates on Syndicate 1991 which is managed by Coverys Managing Agency Limited (CMA), formerly known as R&Q Managing Agency Limited, which was a member of the Group until its disposal on 30 November 2017. CMA charges expenses to the Syndicate for management services provided. The Group has an underwriting participation through R&Q Capital No. 1 Limited and R&Q Capital No. 2 Limited.

Related party balances between CMA and Syndicate 1991 up to date of disposal

Transactions in the income statement

ending 31 December

Balances outstanding (payable) at

31 December

2017

2016

2017

2016

£000

£000

£000

£000

CMA

8,652

9,001

-

94

Transactions with Directors

The following Directors and connected parties received distributions during the year as follows:-

2017

2016

£000

£000

K E Randall and family

1,483

1,540

A K Quilter and family

374

364

T A Booth

112

96

M G Smith

3

2

Transactions with key management service provider.

With effect from 1 July 2016 some of the Group compliance services have been provided by a Group subsidiary, Callidus Solutions Limited, of which 49% of the share capital is owned by the Chief Governance Officer.

2017

2016

£000

£000

Fees charged for compliance services

426

253

Fees payable to service provider at end of year

13

3

28. Operating lease commitments

The Group leases a number of premises under operating leases, the total future minimum lease payments payable over the remaining terms of non-cancellable operating leases are:

2017

£000

2016

£000

Land and buildings

No later than one year

1,832

1,847

Later than one year but no later than five years

2,115

4,027

Later than five years

-

-

29. Business combinations and divestments

Business combinations

The Group made 13 business combinations during 2017, all of which involve legacy transactions and have been accounted for using the acquisition method of accounting.

Legacy entities and businesses

The following table shows the fair value of assets and liabilities included in the Consolidated Financial Statements at the date of acquisition of the legacy businesses:

Intangible assets

Other receivables

Cash & Investments

Other payables

Technical provisions

Tax & deferred tax

Net assets acquired

Consideration

Gross Deal Contribution

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

ICDC

154

191

9,433

(446)

(2,022)

(296)

7,014

4,759

2,255

Linco

-

31

283

(15)

-

-

299

120

179

Typroth

-

-

400

-

-

-

400

-

400

Octagon

-

85

3,903

(95)

-

-

3,893

3,469

424

AZICO

-

770

20,705

(415)

(1)

-

21,059

18,159

2,900

Affinity

1,146

-

16,018

-

(13,082)

-

4,082

-

4,082

Genesis

2,074

39

24,032

-

(18,545)

-

7,600

3,964

3,636

S1110

-

34,567

72,376

(19,298)

(82,595)

-

5,050

-

5,050

Allied

-

-

1,543

-

(953)

-

590

-

590

Wescap

510

2

2,639

-

(2,317)

-

834

308

526

Dura

87

-

1,812

-

(1,342)

-

557

-

557

Constantia

1,264

6

22,676

(2,728)

(16,515)

-

4,703

1,466

3,237

CompPAC

15

-

1,346

-

(850)

(38)

473

-

473

MTT

6

-

696

-

(325)

(20)

357

-

357

5,256

35,691

177,862

(22,997)

(138,547)

(354)

56,911

32,245

24,666

In all instances, goodwill on bargain purchase was recorded on the transactions. Goodwill on bargain purchase is calculated after the alignment of accounting policies and other adjustments to the valuation of assets and liabilities to reflect their fair value at acquisition. It arises because the long-tail nature of the liabilities causes significant problems for former owners such as tying up capital and a lack of specialist staff. As a specialist service provider and manager, the Group is more efficient at managing such entities and former owners are prepared to sell at a discount on the fair value of the net assets.

In order to disclose the impact on the Group as though the legacy entities had been owned the whole year, assumptions would have to be made about the Group's ability to manage efficiently the run-off of the legacy liabilities prior to the acquisition. As a result, and in accordance with IAS 8, the Directors believe it is not practicable to disclose revenue and profit before tax as if the entities had been owned for the whole year.

Where significant uncertainties arise in the quantification of the liabilities, the Directors have estimated the fair value based on the currently available information and on assumptions which they believe to be reasonable.

The Group completed the following business combinations during 2017:

ICDC

On 16 March 2017, the Group purchased the entire issued share capital of ICDC Ltd, a company incorporated in Vermont USA. It reinsured workers' compensation, commercial general liability, auto liability and auto physical damage and property risks in respect of a large US engine manufacturer.

Linco

On 30 March 2017, the Group purchased the entire issued capital of Linco Limited. The Company is domiciled in Bermuda and provided reinsurance coverage for worker's compensation, general and automotive liability to linen supply companies.

Typroth

On 30 June 2017, the Group contracted to purchase the entire issued share capital of Octagon Insurance Group, a captive domiciled in the Cayman Islands and completed 31 August. Octagon wrote forced placed mortgage insurance for a US based bank from 1999 to 2017. As at the date of acquisition there were no outstanding insurance liabilities.

Octagon

On 31 August 2017, the Group purchased the entire issued share capital of Octagon Insurance Group, a captive domiciled in the Cayman Islands. Octagon wrote forced placed mortgage insurance for a US based bank from 1999 to 2017. As at the date of acquisition there were no outstanding insurance liabilities. External costs incurred were £41k.

AZICO

On 30 June 2017, the Group purchase the entire issued share capital of AstraZeneca Insurance Company Limited, a company incorporated in England and Wales. The Company's technical reserves relate primarily to UK Employers Liability claims in respect of policies written from 1994 to 2004. External costs incurred were £194k.

Affinity

On 11 August 2017, the Group novated the insurance liabilities from Affinity Insurance Ltd., a Cayman Islands domiciled group captive. The liabilities novated were fronted by AIG from 2006-2011 and consist of workers' compensation, general liability, auto liability and product liability exposures.

Genesis

On 31 August 2017, the Group novated the insurance liabilities from Genesis Healthcare Inc., a Delaware incorporation. The liabilities novated were fronted by Liberty Mutual Insurance Company from 1988-2012 and consist of workers' compensation and employers' liability exposures. External costs incurred were £121k.

S1110

On the 27 October 2017, the Group purchased the entire issued share capital of the Corporate members that participate on the S1110 Syndicate 100% from Prosight. External costs incurred were £461k.

Allied Premier

On 15 December 2017, the Group entered into an assumption agreement with Allied Premier Insurance, a Connecticut domiciled risk retention group, in respect of its auto liability exposures arising from policies written in 2015 and 2016.

Wescap

On 15 December 2017, the Group purchased the entire issued share capital of Wescap Insurance Company, a company domiciled in Vermont. Wescap provided multi-peril coverage to welding supply distributors from 1977 to 1988. Only product liability claims remain open due to welding supply companies being named in asbestos litigation.

Dura

On 21 December 2017, the Group entered into an assumption agreement with Dura Automotive Systems, LLC, a company domiciled in Michigan, in respect of its large deductible workers' compensation liabilities. The liabilities were fronted by Travelers from 1994 to 2016.

Constantia

On 29 December 2017, the Group purchased the entire issued share capital of Constantia Insurance Company (Guernsey) Limited, the Guernsey domiciled captive of Old Mutual plc. Constantia provided professional indemnity and crime coverage from 2003 to 2017 to the Old Mutual group. External costs incurred were £35k.

CompPAC & MTT

On 31 December 2017, the Group entered into agreements with The CompPAC Trust of Texas and The Mercantile Trust of Texas, to assume workers' compensation liabilities of both trusts provided from 2004 to 2017. Whilst separate legal agreements exist for each transaction, the two were appraised as if they were a single transaction due to the commonality of the liabilities and structures. External costs incurred were £47k.

Trilogy

During the year the Group purchased a further 50% of Trilogy Managing General Agents Limited share capital to bring the total ownership to 80%. Consequently the entity has been transferred from an associate to subsidiary. Goodwill of £572k arose on acquisition and was impaired.

Divestment

On 30 June 2017 the Group completed the sale of the entire share capital of R&Q Triton AS to Gabler AS.

On 30 November 2017 the Group completed the sale of the entire share capital of its Lloyd's managing agency, R&Q Managing Agency Ltd to Coverys, a leading provider of medical professional liability insurance based in Boston, Massachusetts.

30. Non-controlling interests

The following table shows the Group's non-controlling interests and movements in the year:-

31 December 2017

2017

2016

£000

£000

Non-controlling interests

Equity shares in subsidiaries

6

6

Share of retained earnings

(233)

637

Share of other reserves

61

(637)

(166)

6

Movements in the year

Balance at 1 January

6

57

Loss for the year attributable to non-controlling interests

56

(99)

Exchange adjustments

(32)

48

Comprehensive loss attributable to non-controlling interests

24

(51)

Non-controlling interests' share of dividends declared in the year

-

-

Changes in non-controlling interest in subsidiaries

(196)

-

Balance at 31 December

(166)

6

31. Guarantees and Indemnities in Ordinary Course of Business

The Group has entered into a guarantee agreement and debenture arrangement with its bankers, along with several of its subsidiaries, in respect of the Group term loan facilities. The total liability to the bank at 31 December 2017 was £18,500k (2016: £31,874k).

The Group has given various customary warranties and indemnities in connection with the disposals of RQMA and various ISD entities (to Coverys and Davies respectively).

The Group also gives various guarantees in the ordinary course of business.

32. Contingent liabilities

Prior to its acquisition by the Group during 2014, a subsidiary undertook projects to advise members of defined benefit pension schemes where the members received incentivised transfer offers from their employer. Following the conclusion of an internal, work continued on finalising the quantum of loss that clients of the subsidiary may have suffered and the amount of compensation that they might be entitled to, calculated actuarially, by reference toFinancial Ombudsman Serviceguidelines. In 2016, the Financial Conduct Authority requested affected firms to suspend the payment of compensation amounts until further notice pending the outcome of an industry wide review. This suspension has now been lifted and the Company is in the process of finalising the small number of compensation payments that were affected. It is envisaged that this exercise will be largely completed during 2018. Whilst uncertainty still exists for the ultimate amounts payable, provision has been made for the Groups best estimate of the amounts that are expected to be paid.

33. Foreign exchange rates

The Group used the following exchange rates to translate foreign currency assets, liabilities, income and expenses into sterling, being the Group's presentational currency:-

2017

2016

Average

Year end

Average

Year end

US dollar

1.29

1.34

1.36

1.23

Euro

1.15

1.13

1.23

1.18

34.Events after the reporting date

On 13 January 2018 the Group completed the sale of its Insurance Services and Captive Management Operations to Davies Group ('Davies'), a leading operations management, consultancy and digital solutions provider, as outlined in note 6. The transaction involves the sale of the entire share capital of JMD Specialist Insurance Services Group Limited and its subsidiaries, R&Quiem Limited, John Heath & Company Limited and AM Associates Insurance Services Limited as well as Randall & Quilter Bermuda Holdings Limited and its Quest subsidiaries.

On 29 March 2018 the Group acquired the entire share capital of Prosight Specialty Underwriters Limited and Prosight Specialty Managing Agency Limited. The Group will pay the equivalent of the net assets within the companies.

35. Ultimate controlling party

The Directors consider that the Group has no ultimate controlling party.

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R&Q - Randall & Quilter Investment Holdings plc published this content on 30 April 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 30 April 2018 06:15:08 UTC