SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of APRIL, 2006
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Commission File Number 001-13908
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AMVESCAP PLC
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(Translation of registrant's name into English)
30 Finsbury Square, London EC2A 1AG, ENGLAND
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F__X__ Form 40-F____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes____ No__X__
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A
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Description of document filed: 2005 Interim Results
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AMVESCAP 2005 INTERIM RESULTS
Company Profile
AMVESCAP is a leading independent global investment manager dedicated to helping
people worldwide build their financial security. Operating under the AIM,
INVESCO, AIM Trimark, INVESCO Perpetual and Atlantic Trust brands, AMVESCAP
strives to deliver outstanding products and services through a comprehensive
array of retail and institutional investment solutions for clients around the
world.
FINANCIAL SUMMARY (CHART)
Six Months Ended June 30, 2005 2004(a) 2005(c) 2004(a,c)
------------------------- ------ ------- -------- ---------
Revenues L581.5m L577.1m $1,040.9m $1,044.6m
Profit before tax L119.3m L138.1m $ 213.5m $ 250.0m
Earnings per share:
- basic 9.6p 11.1p $ 0.34(b) $ 0.40(b)
- diluted 9.5p 11.0p $ 0.34(b) $ 0.40(b)
(a) 2004 results have been restated in accordance with International Financial
Reporting Standards ("IFRS"). See Note 8 for a reconciliation of AMVESCAP's
U.K. GAAP results to IFRS.
(b) Per American Depositary Share equivalent to two ordinary shares.
(c) For the convenience of the reader, pounds sterling for the six months ended
June 30, 2005 have been translated to U.S. dollars using $1.79 per L1.00
(2004: $1.81 per L1.00). References to "$" in this release are to U.S.
dollars unless otherwise indicated.
CONTENTS
Chairman's Statement
Consolidated Income Statements
Consolidated Balance Sheets
Consolidated Statement of Changes in Equity
Consolidated Cash Flow Statements
Segmental Information
Notes
Independent Review Report to AMVESCAP PLC
Voting at the Annual General Meeting
General Shareholders' Information
CHAIRMAN'S STATEMENT
Dear Fellow Shareholders:
It gives me great pleasure to inform you that on July 14, 2005, AMVESCAP's Board
of Directors named Martin L. Flanagan your company's President and Chief
Executive Officer. Marty comes to us from a well-regarded global investment
management organization he joined in 1983 and most recently led as President and
co-CEO. He has also become a member of the AMVESCAP Board.
Marty's decision to lead our company is a powerful testament to the attraction
of the AMVESCAP franchise. He believes, as do we, in the tremendous potential of
our company. His deep industry knowledge, strong financial background and proven
leadership skills made him the clear choice to guide our organization. With
Marty's strategic vision and AMVESCAP's core strengths, our company is well
positioned to capitalize on the attractive opportunities the investment
management industry continues to offer.
On August 2, AMVESCAP announced interim results for 2005 and reported that
profit before tax for the six months ended June 30, 2005 amounted to L119.3
million ($213.5 million) compared to
L138.1 million ($250.0 million) for the first six months of 2004. The 2004
results included a gain of L6.4 million arising from the sale of the U.K.
business of Atlantic Wealth Management. Operating profit for the six months
ended June 30, 2005 amounted to L141.2 million ($252.7 million), compared to
L147.8 million ($267.5 million) FOr the first six months of 2004. Revenues
totaled L581.5 million ($1,040.9 million) in the first half of 2005, compared to
L577.1 million ($1,044.6 million) in 2004. Diluted earnings per share amounted
to 9.5p for the 2005 period, compared to 11.0p for the same period in 2004.
Effective January 1, 2005, AMVESCAP began recording its results of operations
under International Financial Reporting Standards ("IFRS"). Prior to this date,
AMVESCAP prepared its consolidated financial statements under U.K. Generally
Accepted Accounting Practice ("U.K. GAAP"). The most significant changes
affecting AMVESCAP's financial reporting due to the IFRS transition are:
- The cessation of goodwill amortization (IFRS 3) and redenomination of
goodwill to the currency of the underlying acquired entities (IAS 21);
- The inclusion of a fair value charge in respect of outstanding
employee share options granted after November 7, 2002 (IFRS 2);
- The replacement of existing charges for awards under certain
equity-based compensation plans with fair value charges spread over
revised time periods (IFRS 2); and
- The inclusion in the balance sheet of all employee benefit liabilities
(IAS 19).
The underlying business transactions and cash flows of AMVESCAP did not change
upon transition to IFRS. The transition to IFRS resulted in the reduction of
total shareholders' funds under U.K. GAAP at January 1, 2004 (transition date)
of L118 million. This reduction is due primarily to the redenomination of
goodwill and management contract intangible assets into the currency of the
underlying acquired entities. Under U.K. GAAP, these balances were recorded in
pounds sterling. For the year ended December 31, 2004, the transition to IFRS
resulted in the addition of L151 million to profit for the year, primarily due
to the cessation of goodwill amortization previously recorded under U.K. GAAP.
Diluted earnings per share for the six months ended June 30, 2004 was 11.0p
under IFRS, compared with 1.8p under U.K. GAAP. Diluted earnings per share under
U.K. GAAP before goodwill amortization was 11.2p for the six months ended June
30, 2004. See Note 8 for further details.
AMVESCAP's first Annual Report under IFRS will be for the year ended December
31, 2005. The information presented in this earnings release is subject to the
ongoing development of IFRS. Funds under management totaled $373.2 billion at
June 30, 2005, compared to $382.1 billion at December 31, 2004. Institutional
money market funds, included above, amounted to $40.6 billion at June 30, 2005,
compared to $41.7 billion at December 31, 2004. Approximately 53% of the total
funds under management were invested in equity securities, and 47% were invested
in fixed income securities at June 30, 2005. The equity securities were invested
in the following styles at June 30, 2005: 33% in growth, 38% in core, and 29% in
value. At June 30, 2005, 48% of funds under management were managed in
institutional products and 52% were managed in retail products.
Average funds under management amounted to $375.1 billion for the first half of
2005 compared to $374.4 billion for the first half of 2004. Of these funds,
average institutional money market fund levels totaled $41.0 billion for the
first half of 2005 compared to $47.0 billion of the first half 2004.
Changes in funds under management during the six months ended June 30, 2005 are
as follows:
(CHART)
AIM INVESCO
Billions Total U.S. Canada U.S. U.K. Eur./Asia PWM
-------- ------ ------ ------ ------ ----- --------- -----
December 31, 2004 $382.1 $137.6 $34.6 $121.0 $49.6 $24.1 $15.2
Market gains/(losses) 4.4 (0.3) 0.9 -- 2.6 1.4 (0.2)
Net new/(lost)
business (8.2) (7.4) 0.6 (3.9) 2.8 (0.6) 0.3
Change in money
market funds (1.4) (1.3) -- -- -- (0.1) --
Foreign currency (3.7) -- 0.1 (0.3) (2.1) (1.4) --
June 30, 2005 $373.2 $128.6 $36.2 $116.8 $52.9 $23.4 $15.3
June 30, 2005 + L208.5 L 71.8 L20.2 L 65.3 L29.6 L13.1 L 8.5
+ Translated at $1.79 per L1.00.
Earnings before interest, taxes, depreciation, amortization and certain non-cash
and other items ("EBITDA") amounted to L180.2 million ($322.6 million) in the
six months ended June 30, 2005, compared to L193.2 million ($349.7 million) for
the six months ended June 30, 2004. Net debt at June 30, 2005 amounted to L500.8
million compared to L590.9 million at the end of 2004, excluding client cash.
The Board has declared an interim dividend of 4.0p per share (2004: 2.5p). The
interim dividend will be paid on October 12, 2005 to shareholders on the
register on September 9, 2005. The ex-dividend date for the dividend will be
September 7, 2005.
Business Developments
We have had good profit growth in our Canadian, U.S. Institutional and U.K.
businesses in the first half of 2005. These results have been offset by weakness
in the U.S. mutual fund business. Actions during the first half of 2005,
including the sale of our retirement business and our continuing efforts to
increase the efficiency of our shared operating platforms have strengthened the
company for the future. AMVESCAP remains focused on improving investment
performance and maintaining the highest standards of client service.
The AIM U.S. group reported revenues of L201.5 million and operating profit of
L67.3 million. Funds under management amounted to $128.6 billion at June 30,
2005, including $40.6 billion relating to institutional money market funds.
Performance of AIM's institutional money markets funds continues to be
excellent, with several of its largest funds ranked by Lipper as the best
performers in their categories for one, three and five-year periods. Several AIM
funds were recognized by Lipper at their 2005 Fund Awards Ceremony: AIM
International Small Company Fund was named Best International Small/Mid Cap
Growth Fund over three years; AIM Global Equity Fund was named Best Global
Multi-Cap Growth Fund over three years; AIM Real Estate Fund was named the Best
Real Estate Fund over five years.
The AIM Canada group reported revenues of L95.4 million and operating profit of
L50.9 million. Strong investment performance has Led to AIM Trimark being named
fund manager of the year in three of the last four years at the Canadian
Investment Awards. Funds under management amounted to $36.2 billion at June 30,
2005.
The INVESCO U.S. group reported revenues of L103.8 million and operating profits
of L26.7 million in the first half of 2005. Funds under management amounted to
$116.8 billion at June 30,
2005. During the first six months, the financial structures group closed two
deals totaling $1.9 billion in assets. The team manages 19 structures totaling
$8.7 billion in assets and was recently recognized by EuroMoney magazine which
named INVESCO as CDO Manager of the Year 2005.
INVESCO U.K. reported revenues of L110.2 million and operating profits of L23.3
million for the first half of 2005, compared with L10.9 million from the prior
year. This business generated $2.8 billion in net sales during the period.
Investment performance of the INVESCO Perpetual funds remains strong with over
80% of assets outperforming their peer group over both three and five years.
INVESCO Perpetual was also named the Best Bond Fund Manager at the Financial
Advisor 2005 awards. Funds under management were $52.9 billion at June 30, 2005.
Concurrent with a new Chinese law that allowed foreign investors to increase
their ownership interests to 49%, INVESCO Asia increased its ownership in the
INVESCO Great Wall joint venture company from 33% to 49%. In the second quarter
the sale of the U.S. DC administration business was announced. This transaction
closed in July. In the first quarter the Group renewed its five year credit
facility ahead of schedule and on enhanced terms. The new credit facility will
lower ongoing bank lender fees and borrowing costs, and increase our liquidity
profile due to elimination of rollover risk.
The Board of Directors of AMVESCAP, in fulfillment of its fiduciary duties, is
committed to maximizing long-term shareholder value. It is your Board's
unanimous conclusion that AMVESCAP can best serve its shareholders by continuing
to advance its position as a leading independent global investment manager
offering enduring investment solutions to individual and institutional clients
through a full range of products backed by excellent client service. With the
appointment of Marty Flanagan as Chief Executive Officer, I am confident that
AMVESCAP has the right leadership, resources and people to lead your company
forward.
Charles W. Brady
Chairman
August 19, 2005
CONSOLIDATED INCOME STATEMENTS (CHART)
Six Months Ended June 30,
Thousands 2005 2004
------------------------- --------- ---------
Revenues L 581,496 L 577,102
Operating expenses (440,341) (429,310)
Operating profit 141,155 147,792
Investment income 2,065 10,317
Interest expense (23,888) (20,015)
Profit before taxation 119,332 138,094
Taxation - U.K (3,500) (2,500)
Taxation - overseas (39,142) (46,623)
Profit after taxation 76,690 88,971
Minority interests (280) (124)
Profit for the period attributable
to equity holders of the parent L 76,410 L 88,847
Earnings per share:
- basic 9.6p 11.1p
- diluted 9.5p 11.0p
DIVIDEND INFORMATION (CHART)
Thousands 2005 2004
--------- ------ ------
Dividends paid 41,002 53,312
Dividends proposed per share 4.0p 2.5p
Dividends proposed 32,802 20,909
CONSOLIDATED BALANCE SHEETS (CHART)
Thousands June 30, 2005 Dec. 31, 2004 June 30, 2004
--------- ------------- ------------- -------------
Non-current assets
Goodwill and intangible
assets L 2,385,655 L 2,317,247 L 2,311,809
Property and equipment 112,603 118,272 138,307
Deferred tax assets 72,540 78,217 68,299
Investments 90,962 70,070 87,305
2,661,760 2,583,806 2,605,720
Current assets
Trade and other receivables 479,963 502,500 506,343
Investments 589,859 499,439 400,916
Cash and cash equivalents 239,650 284,977 251,631
1,309,472 1,286,916 1,158,890
TOTAL ASSETS 3,971,232 3,870,722 3,764,610
Current liabilities
Current maturities of
long-term debt -- (41,411) (219,575)
Trade and other payables (1,223,173) (1,156,139) (1,011,965)
(1,223,173) (1,197,550) (1,231,540)
NET CURRENT ASSETS 86,299 89,366 (72,650)
Non-current liabilities
Long-term debt (650,690) (683,215) (471,146)
Deferred tax liabilities (17,910) (19,099) (25,177)
Provisions for liabilities
and charges (122,269) (124,793) (89,312)
TOTAL LIABILITIES (2,014,042) (2,024,657) (1,817,175)
NET ASSETS L 1,957,190 L 1,846,065 L 1,947,435
Equity
Share capital L202,916 L202,664 L202,607
Share premium 707,788 700,888 700,257
Shares held by employee trusts (237,972) (237,972) (201,362)
Exchangeable shares 303,507 308,996 309,106
Retained earnings 340,018 291,241 415,473
Other reserves 639,356 578,934 520,601
Equity attributable to
equity holders of the parent 1,955,613 1,844,751 1,946,682
Minority interests 1,577 1,314 753
TOTAL EQUITY L 1,957,190 L 1,846,065 L 1,947,435
These financial statements were approved by the Board of Directors on August 19,
2005, and were signed on its behalf by: Charles W. Brady and James I. Robertson
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CHART)
Shares held
Share Exchangeable Share by employee Other Retained Minority
L'000 capital shares premium trusts reserves earnings interests Total
----- ------- ------------ ------- ----------- -------- -------- --------- ---------
January 1, 2005 202,664 308,996 700,888 (237,972) 578,934 291,241 1,314 1,846,065
Profit after taxation -- -- -- -- -- 76,690 -- 76,690
Currency translation
differences on
investments in
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CHART)
overseas subsidiaries -- -- -- -- 60,422 -- (17) 60,405
Total equity before
transactions with
owners 202,664 308,996 700,888 (237,972) 639,356 367,931 1,297 1,983,160
Dividends -- -- -- -- -- (41,002) -- (41,002)
Amounts due to
minority shareholders -- -- -- -- -- (280) 280 --
Exercise of options 38 -- 361 -- -- -- -- 399
Acquisition earn-out 89 1,175 1,195 -- -- -- -- 1,264
Increase in share-based
payment reserve -- -- -- -- -- 13,369 -- 13,369
Conversion of
exchangeable
shares into
ordinary shares 125 (5,489) 5,364 -- -- -- --
June 30, 2005 202,916 303,507 707,788 (237,972) 639,356 340,018 1,577 1,957,190
CONSOLIDATED CASH FLOW STATEMENTS (CHART)
Six Months Ended June 30,
Thousands 2005 2004
------------------------- --------- --------
Operating profit L 141,155 L147,792
Amortization and depreciation 22,567 24,814
Interest paid, net of investment income (20,962) (17,290)
Taxation (26,669) (33,309)
Change in debtors, creditors, and other (7,529) (62,800)
Net cash inflow from operating activities 108,562 59,207
Investing activities:
Capital expenditures, net of sales (10,230) (9,677)
Purchase of fixed asset investments, net (1,907) (1,385)
Acquisitions and dispositions (1,265) (28,195)
Financing:
Dividends paid (41,002) (53,312)
Net repayment of debt (112,566) (13,716)
Other financing 400 (11,155)
Decrease in cash and cash equivalents (58,008) (58,233)
Foreign exchange 12,681 (8,847)
Cash and cash equivalents, beginning of period 284,977 318,713
Cash and cash equivalents, end of period L 239,650 L251,633
SEGMENTAL INFORMATION (CHART)
Six Months Ended June 30, 2005 Oper.
Thousands Revenues Expenses Profit
------------------------- -------- --------- --------
AIM
U.S L201,455 L(134,179) L 67,276
Canada 95,383 (44,457) 50,926
296,838 (178,636) 118,202
INVESCO
U.S 103,774 (77,057) 26,717
U.K 110,195 (86,897) 23,298
Europe/Asia 32,076 (36,478) (4,402)
246,045 (200,432) 45,613
Private Wealth/Retirement 38,613 (43,103) (4,490)
581,496 (422,171) 159,325
Corporate -- (18,170) (18,170)
L581,496 L(440,341) L141,155
Six Months Ended June 30, 2004 Oper.
Thousands Revenues Expenses Profit
------------------------- -------- --------- --------
AIM
U.S L226,881 L(140,598) L 86,283
Canada 84,699 (38,895) 45,804
311,580 (179,493) 132,087
INVESCO
U.S 90,863 (67,920) 22,943
U.K 93,778 (82,891) 10,887
Europe/Asia 38,518 (37,681) 837
223,159 (188,492) 34,667
Private Wealth/Retirement 42,363 (44,536) (2,173)
577,102 (412,521) 164,581
Corporate -- (16,789) (16,789)
L577,102 L(429,310) L147,792
NOTES
Note 1. Accounting Policies
The accounting policies used in the preparation of the Interim Results follow
International Financial Reporting Standards ("IFRS") in effect as of the date of
this release. The comparative periods have been restated to apply these IFRS on
a consistent basis (see Note 8). The most significant changes due to the IFRS
transition are:
- The cessation of goodwill amortization (IFRS 3) and redenomination of
goodwill to the currency of the underlying acquired entities (IAS 21)
- The inclusion of a fair value charge in respect of outstanding
employee share options granted after November 7, 2002 (IFRS 2)
- The replacement of existing charges for awards under certain
equity-based compensation plans with fair value charges spread over
revised time periods (IFRS 2)
- The inclusion in the balance sheet of all employee benefit liabilities
(IAS 19)
AMVESCAP's first Annual Report under IFRS will be for the year ended December
31, 2005. The information presented in the Interim Results is subject to the
ongoing development of IFRS; however the policies applied to the information in
the Interim Results are consistent with those that are expected to be applied in
the 2005 Annual Report. Please refer to www.amvescap.com for a more detailed
discussion of these policies.
NOTE 2. Adoption of Accounting Standards
The Group has adopted IAS 32, "Financial Instruments: Disclosure and
Presentation" and IAS 39, "Financial Instruments: Recognition and Measurement"
as of January 1, 2005. These standards require that financial assets and
liabilities be recognized on the balance sheet and accounted for according to
their underlying classification. Shareholders equity increased by L15.2 million
as a result of these changes primarily arising from the recognition of net
unrealized gains on investments classified as available for sale.
NOTE 3. Taxation
The taxation charge is primarily due to overseas taxation. A significant
proportion of the tax charge is expected to arise from U.S. operations. The
estimated effective tax rate is 35.7% in 2005 (2004: 35.6%).
NOTE 4. Earnings per Share
Basic earnings per share is based on the weighted average number of ordinary and
exchangeable shares outstanding during the respective periods excluding shares
purchased and held by employee share ownership trusts. Diluted earnings per
share takes into account the effect of the potential issuance of ordinary
shares.
(CHART)
2005
Profit for the period Number of Per share
L'000 shares '000 amount
--------------------- ----------- ---------
Basic earnings per share 76,410 793,629 9.6p
Dilutive effect of share-based awards -- 7,444
Diluted earnings per share 76,410 801,073 9.5p
2004
Profit for the period Number of Per share
L'000 shares '000 amount
--------------------- ----------- ---------
Basic earnings per share 88,847 803,384 11.1p
Dilutive effect of share-based awards -- 6,558
Diluted earnings per share 88,847 809,942 11.0p
NOTE 5. Dividends
A final dividend in respect of the 2004 year of 5.0p per share or L41,002,000
(L39,595,000 for ordinary shares and L1,407,000 for exchangeable shares) was
approved at the Annual General Meeting of Shareholders on April 28, 2005. This
dividend was accrued on that date, and a payment was made on May 4, 2005, to
shareholders on the register on April 1, 2005.
NOTE 6. Credit Facility
On March 31, 2005, the Company entered into a new five-year credit agreement
("credit facility") with a group of lenders, providing a revolving credit
facility in an aggregate principal amount of up to $900 million. Under certain
conditions, the aggregate commitments under the credit facility may be increased
to $1.2 billion. The credit facility requires specified financial ratios to be
maintained, including a maximum debt to EBITDA ratio of 3.25:1 and a minimum
interest coverage of 4.0:1.
NOTE 7. Sale of AMVESCAP Retirement
On April 21, 2005, the sale of AMVESCAP Retirement was announced, and the
transaction closed on July 15, 2005. Total AMVESCAP Retirement assets and
liabilities relating to the transaction held for sale at June 30, 2005 were L8.7
million and L2.0 million, respectively. For the six months ended June 30, 2005,
AMVESCAP Retirement recorded revenues of L16.7 million.
NOTE 8. Reconciliations from U.K. GAAP to IFRS
Prior to December 31, 2004, AMVESCAP reported its results of operations under
U.K. Generally Accepted Accounting Practice ("U.K. GAAP"). Beginning January 1,
2005, AMVESCAP transitioned from U.K. GAAP to International Financial Reporting
Standards ("IFRS"). The tables below reconcile total shareholders' funds at
December 31, 2003, and December 31, 2004 under U.K. GAAP to total equity under
IFRS, and profit/(loss) after taxation for the six months ended June 30, 2004
and the year ended December 31, 2004 from U.K. GAAP to IFRS. Amounts are
presented in millions.
RECONCILIATION OF TOTAL U.K. GAAP TOTAL SHAREHOLDERS' FUNDS TO IFRS TOTAL EQUITY
Dec. 31, 2003 Dec. 31, 2004
------------- -------------
U.K. GAAP total shareholders' funds L2,065 L1,864
IFRS Transition Adjustments:
Goodwill and intangibles (130) (16)
Shared based payment (7) (7)
Defined benefit obligation, net (31) (30)
Dividends 53 41
Other (3) (6)
IFRS total equity L1,947 L1,846
RECONCILIATION OF U.K. GAAP PROFIT/(LOSS) AFTER TAXATION TO IFRS PROFIT/(LOSS)
AFTER TAXATION
Six months Year ended
ended June 30, 2004 Dec. 31, 2004
------------------- -------------
U.K. GAAP profit/(loss) after taxation L15 L(173)
IFRS Transition Adjustments:
Goodwill and intangibles 74 153
Defined benefit obligation, net 1 --
Sale of business 3 3
Other (4) (5)
IFRS profit/(loss) after taxation L89 L (22)
IFRS Transition Adjustments
Goodwill and intangibles. The Group has chosen to apply IFRS 3 prospectively
from the date of transition. This has resulted in the value of goodwill arising
from previous acquisitions being frozen at the value held on the Group balance
sheet at January 1, 2004 and the reversal of any amortization charged in 2004.
The Group has elected to apply IAS 21 retrospectively to its goodwill and
intangible asset balances, which were previously recorded in pounds sterling
from their respective acquisition dates. The result of this application is that
the goodwill and intangible assets have been redenominated into their underlying
currencies and will subsequently be remeasured each reporting date for the
effect of changes in foreign exchange rates.
Share-based payment. The Group will recognize a charge in the Profit and Loss
Account for the fair value of outstanding share awards granted to employees
after November 7, 2002. The charge has been calculated using a stochastic option
valuation model and will be charged over the relevant vesting periods, adjusted
to reflect expected and actual levels of vesting.
Defined benefit obligation, net. The Group will recognize the net liability for
defined benefit post retirement plan schemes on the balance sheet and will take
actuarial gains and losses on a systematic basis to the Profit and Loss Account,
in accordance with the permitted methods of recognition under IAS 19.
Sale of business. During 2004, the Group disposed of its U.K. and Jersey
businesses of Atlantic Wealth Management and included the previously written off
goodwill related to this business in the calculation of the net gain resulting
from the sale. Under IFRS 1, goodwill previously deducted from equity is not
recognized in the opening balance sheet and that goodwill is not transferred
into the Profit and Loss Account upon disposal of the business. This had the
effect of increasing the gain reported under U.K. GAAP. Dividends. The Group
will recognize dividends declared after the balance sheet date in the reporting
period in which they are declared, as they represent non-adjusting events after
the balance sheet date.
Other. Other adjustments upon transition to IFRS include the recognition and
establishment of accruals related to compensated absences, foreign exchange
items and certain tax adjustments.
NOTE 9. Statutory Financial Statements
The financial information shown in the Interim Results is unaudited and does not
constitute statutory financial statements. The 2004 Annual Report has been filed
with the Register of Companies on which the auditors issued a report, which was
unqualified and did not contain a statement under section 237(2) or section
237(3) of the Companies Act 1985.
INDEPENDENT REVIEW REPORT TO AMVESCAP PLC
Introduction
We have been instructed by the company to review the financial information for
the six months ended June 30, 2005 which comprises consolidated financial
statements such as the Consolidated Income Statements, Consolidated Balance
Sheets, Consolidated Cash Flow Statements, Consolidated Statement of Changes in
Equity, and the related notes 1 to 9. We have read the other information
contained in the interim report and considered whether it contains any apparent
misstatements or material inconsistencies with the financial information.
This report is made solely to the company in accordance with guidance contained
in Bulletin 1999/4 Review of interim financial information issued by the
Auditing Practices Board. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company, for our work,
for this report, or for the conclusions we have formed.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority.
As disclosed in note 1, the next annual financial statements of the group will
be prepared in accordance with those IFRSs adopted for use by the European
Union.
The accounting policies are consistent with those that the directors intend to
use in preparing the next financial statements.
There is, however, a possibility that the directors may determine that some
changes to these policies are necessary when preparing the full annual financial
statements for the first time in accordance with those IFRSs adopted for use by
the European Union.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
Review of interim financial information issued by the Auditing Practices Board
for use in the United Kingdom. A review consists principally of making enquiries
of group management and applying analytical procedures to the financial
information and underlying financial data, and based thereon, assessing whether
the accounting policies have been applied. A review excludes audit procedures
such as tests of controls and verification of assets, liabilities and
transactions. It is substantially less in scope than an audit performed in
accordance with United Kingdom Auditing Standards and therefore provides a lower
level of assurance than an audit. Accordingly we do not express an audit opinion
on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended June 30, 2005.
Ernst & Young LLP
London
August 19, 2005
VOTING AT THE ANNUAL GENERAL MEETING
The 2005 Annual General Meeting of shareholders was held on April 28, 2005. The
results of the resolutions voted upon, details of which are published on our Web
site, are shown below.
For % of Total Against % of Total
Votes Votes Cast Votes Votes Cast
----------- ---------- --------- ----------
1. To receive the Annual Report and Accounts 99,665,143 99.29 716,180 0.71
2. To receive the Remuneration Report 99,408,833 94.05 6,288,609 5.95
3. To declare a final dividend 106,846,567 99.92 81,814 0.08
4. To re-elect Rex Adams 106,431,050 99.54 491,083 0.46
5. To re-elect Sir John Banham 105,830,233 99.52 510,249 0.48
6. To re-elect Charles W. Brady 99,627,854 97.73 2,305,012 2.27
7. To re-elect Denis Kessler 105,380,951 99.25 794,625 0.75
8. To elect Edward Lawrence 106,549,650 99.65 371,121 0.35
9. To re-elect Bevis Longstreth 104,898,761 99.18 866,147 0.82
10. To elect John Rogers 106,191,852 99.28 765,309 0.72
11. To re-appoint Ernst & Young LLP 105,362,651 99.19 854,175 0.81
12. Section 80 Authority 105,358,084 98.59 1,505,596 1.41
13. Section 90 Authority* 106,128,026 98.69 1,408,365 1.31
14. Market Purchase Authority* 106,775,470 99.94 54,108 0.06
15. Amendment to Articles of Association* 106,374,390 99.72 297,905 0.28
16. Amendment to Memorandum & Articles of Association* 105,544,025 99.00 1,064,216 1.00
* Special resolution
GENERAL SHAREHOLDER'S INFORMATION
Share Price Information
The latest information on the AMVESCAP PLC share price is available on various
financial information Web sites. AMVESCAP equity securities trade on the London,
New York and Toronto stock exchanges under the symbol "AVZ." The share price is
also reported in a number of major news publications in London, New York and
Toronto, and in other newspapers throughout the world.
Company Web Site
The company's Web site is www.amvescap.com.
Registered Office
AMVESCAP PLC
30 Finsbury Square
London EC2A 1AG
United Kingdom
Company Number
308372
U.K. Shareholders
Administrative inquiries relating to ordinary shareholdings should be addressed
to Capita Registrars ("Capita") at the address shown below and must clearly
state the registered shareholder's name and address. Shareholders may also use
the Capita Web site (www.capitaregistrars.com) to access their personal
shareholding details. A link to this site can also be accessed in the Investor
Relations section of the company Web site.
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
United Kingdom
We now offer shareholders the opportunity to receive notices of shareholder
meetings and shareholder reports, such as the Interim Results, in electronic
form via the Internet. You would receive an e-mail notification each time we
publish a new shareholder report or notice of meeting on the company Web site.
If you would like to receive shareholder communications via the Internet, please
register your e-mail address through the Capita Web site. You will need your
investor code, which is printed on your personalized form of proxy and on your
share certificate. We encourage you to use these facilities, as we believe they
will provide a more convenient and prompt method of communication and reduce
demand on natural resources. Should you experience any difficulties in using the
facilities described above, please contact our registrars, Capita, at 0870 162
3100 (U.K.) or +44 20 8639 2157 (outside of the U.K.).
Capita Share Dealing Services (available to U.K. shareholders only) Capita
offers a quick and easy share dealing service to individual shareholders to
either sell or buy AMVESCAP shares. An on-line and telephone dealing facility is
available to provide AMVESCAP shareholders with an easy to access and simple to
use service. The table below provides you with details of the associated
charges:
Type of trade On-line Telephone
Share certificates 1% of the value of the 1.25% of the value of the
deal (Minimum L17.50, deal (Minimum L20, Maximum L50)
Maximum L40)
There is no need to pre-register and there are no forms to complete. The on-line
and telephone dealing service allows you to trade "real time" at a known price
which will be given to you at the time you give your instruction. To deal
on-line or by telephone, all you need is your surname, shareholder reference
number, full postcode and your date of birth. Your shareholder reference number
can be found on your latest statement or Certificate, where it will appear as
either a 'folio number' or 'investor code'. Please have the appropriate
documents on hand when you log on or call, as this information will be needed
before you can buy or sell shares.
For further information on this service, or to buy and sell shares, please
contact:
- www.capitadeal.com (on-line dealing) 24 hours
- 0870 458 4577 (telephone dealing), 8:00 a.m.-4.30 p.m. (GMT), Monday-Friday
U.S. Shareholders
The Company's American Depositary Shares ("ADSs"), each representing two
ordinary shares, are listed on the New York Stock Exchange. The Company files
reports and other documents with the Securities and Exchange Commission ("SEC")
that are available for inspection and copying at the SEC's public reference
facilities or by writing to the company secretary. The Bank of New York Company,
Inc. of New York is the depositary for AMVESCAP PLC. All inquiries concerning
American Depositary Receipts records, certificates or transfer of ordinary
shares into ADSs should be addressed to:
The Bank of New York
101 Barclay Street, 22W
New York, New York 10286 USA
Canadian Shareholders
The exchangeable shares of AMVESCAP Inc., a subsidiary of the Company, are
listed on the Toronto Stock Exchange. Exchangeable shares are generally
retractable into the Company's ordinary shares on a one-for-one basis at any
time. They can be compulsorily converted into ordinary shares on or after
December 31, 2009, or earlier in certain circumstances. CIBC Mellon Trust
Company of Toronto is the registrar and transfer agent of the exchangeable
shares of AMVESCAP Inc. All inquiries concerning exchangeable shares,
certificates or the retraction of exchangeable shares into ordinary shares
should be addressed to CIBC Mellon Trust Company at the address noted below.
CIBC Mellon Trust Company
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Canada
M5C 2W9
Forward-Looking Statements
This release may include statements that constitute "forward-looking statements"
under the United States securities laws. Forward-looking statements include
information concerning possible or assumed future results of our operations,
earnings, liquidity, cash flow and capital expenditures, industry or market
conditions, assets under management, acquisition activities and the effect of
completed acquisitions, debt levels and the ability to obtain additional
financing or make payments on our debt, regulatory developments, demand for and
pricing of our products and other aspects of our business or general economic
conditions. In addition, when used in this report, words such as "believes,"
"expects," "anticipates,""intends," "plans," "estimates," "projects" and future
or conditional verbs such as "will," "may," "could," "should," and "would" or
any other statement that necessarily depends on future events, are intended to
identify forward-looking statements.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Although we make such statements based on
assumptions that we believe to be reasonable, there can be no assurance that
actual results will not differ materially from our expectations. We caution
investors not to rely unduly on any forward-looking statements. In connection
with any forward-looking statements, you should carefully consider the areas of
risk described in our most recent Annual Report on Form 20-F, as filed with the
United States Securities and Exchange Commission (SEC). You may obtain these
reports from the SEC's Web site at www.sec.gov.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMVESCAP PLC
--------------------------
(Registrant)
Date: 11 April, 2006 By /s/ Michael S. Perman
---------------------- -----------------------
(Signature)
Michael S. Perman
Company Secretary