Notes to the financial statementsNotes to the financial statements

Notes to the financial statements

Page 31 of 35

31. Related party transactions

Group

(a) IPGL

IPGL is a company controlled by Michael Spencer, the Group Chief Executive Officer of ICAP plc. A number of transactions take place between IPGL and its subsidiaries and the Group and these are detailed below.

IPGL

During the year, IPGL recharged the Group £263,200 (2008 – £347,504) for the net amount of transactions between the two parties. This amount includes £86,220 (2008 – £85,355) paid by IPGL in respect of certain employees of the Group who provided services to IPGL and its subsidiary undertakings. All transactions are carried out on an arms length basis. As at 31 March 2009, the Group owed IPGL £209,693 (2008 – £316,292).

Exotix Holdings Limited

As part of the disposal of Exotix Holdings Limited to IPGL in 2007, the Group loaned employees of Exotix Limited (a subsidiary of Exotix Holdings Ltd) £1,484,995 to enable them to purchase a shareholding. Interest of £118,018 has been charged on these loans at a fair market rate during the year. As at 31 March 2009 £825,410 (2008 – £894,417) is still outstanding. The Group also invoiced for revenue of £489,070 (2008 – £535,000) and collected cash of £650,000 (2008 – £4,232,532) on behalf of the company. The Group recharged the company £95,408 (2008 – £239,592) as compensation for overheads and IT support provided during the year. As at 31 March 2009 there was a balance due to the company from the Group of £1,432,622 (2008 – £6,745,291).

City Index Limited

In June 2008 the Group agreed to provide FXSolutions, a subsidiary company of City Index Limited, with FX data from its EBS platform for $2m per annum. During the year the Group has charged FXSolutions $1m (£580,113) for the provision of data. As at 31 March 2009 the balance of £580,113 is outstanding.

(b) Hartfield, Titus & Donnelly LLC

The Group supplies and maintains electronic broking software on behalf of Hartfield, Titus & Donnelly LLC, a joint venture of the Group. During the year ended 31 March 2009, the Group charged £278,455 (2008 – £255,616) and the balance due from Hartfield, Titus & Donnelly LLC as at the year end was £82,816 (2008 – £37,036).

(c) TFS-ICAP Limited, TFS-ICAP LLC, TFS-ICAP Australia, TFS-ICAP Singapore and TFS-ICAP Japan (collectively TFS-ICAP)

The Group invoices and collects revenue on behalf of TFS-ICAP joint ventures of the Group and during the year the Group invoiced and collected £2,091,870 (2008 – £3,717,218) for which it did not receive a fee. The Group also recharged £208,463 (2008 – £376,109) to TFS-ICAP Limited as compensation for overheads and IT support costs and £134,299 (2008 – £494,967) to TFS-ICAP Australia and £57,083 (2008 – £58,322) to TFS-ICAP LLC and £1,776,997 to TFS-ICAP Singapore (2008 – £271,999). During the year ICAP Indonesia entered into a memorandum of understanding with TFS-ICAP Singapore to develop a new broking business with a profit/loss share arrangement. ICAP Indonesia’s share of the new venture’s losses during the year was £5,747. As at 31 March 2009 the outstanding balance was £1,026,487 (2008 – £167,645).

(d) TriOptima UK Limited

The Group provides TriOptima UK Limited, a subsidiary of associate company TriOptima AB, with management services which include accounting, legal and personnel services. During the year, the Group charged TriOptima UK Limited £102,536 (2008 – £77,501) for these services. As at 31 March 2009 the outstanding balance was £18,261 (2008 – £12,320).

(e) BSN Capital Partners Limited

The Group provides BSN Capital Partners Limited (BSN), an associate company, with office space and other facilities. During the year, the Group charged BSN £137,702 (2008 – £64,462) for these services. The Group also has a preferred brokerage agreement with BSN and has recognised revenue of £5.1m (2008 – £3.7m) during the year. As at 31 March 2009 the outstanding balance was £5.1m (2008 – £3.7m).

(f) CFETS-ICAP

The Group provides CFETS-ICAP, a joint venture company based in China, with office space and facilities services. During the year the Group charged the company £101,459 (2008 – £55,154) for these services. As at 31 March 2009 the outstanding balance was £253,556 (2008 – £55,154). In addition the Group contractually agreed to guarantee the minimum annual revenue of CFETS-ICAP to a value of $2m in the year ended 31 December 2008. As a result of this guarantee, the Group paid CFETS-ICAP £1.2m in January 2009, which has been recognised as an expense in the income statement of the Group for the year.

(g) ICAP Shipping

ICAP Shipping (Hong Kong) Limited was a joint venture company based in China until December 2008 when the outstanding shares were acquired by the Group. Up to that date the Group recharged the company with salary costs of £124,704 (2008 – £25,039) and loaned the company £nil (2008 – £91,069) on which interest was not to be charged. During the period until December 2008, the Group collected fees of £nil (2008 – £144,329) on behalf of the company, and the company collected £304,376 (2008 – £122,431) on behalf of the Group.

Skaarup, a joint venture of the Group, was loaned $150,000 (£75,472) in the prior year. On 1 January 2009 Skaarup became a subsidiary of the Group when the outstanding shares were acquired by the Group .

(h) ICAP-JLT Limited

ICAP-JLT Limited (ICAP-JLT) is a joint venture company with Jardine Lloyd Thompson Group plc (JLT). William Nabarro, a non-executive director of ICAP plc and an executive director of JLT, is on the board of ICAP-JLT. During the year the Group invoiced and collected £20,169 on behalf of ICAP-JLT, for which it did not receive a fee. The Group also charged ICAP-JLT £195,123 for IT and facility costs during the year. As at 31 March 2009 ICAP-JLT owed the Group £177,610.

(i) FCB Harlow-Butler Pty Limited

The Group loaned some minority shareholders of FCB Harlow-Butler, a subsidiary company in South Africa, £629,558 in order to acquire 140,800 shares in the company from the Group. Interest of £109,713 (2008 – £53,973) was charged on the loan during the year. As at 31 March 2009, the outstanding balance due on the loan was £381,211 (2008 – £601,418).

(j) ICAP Equities

The Group loaned the minority shareholders of ICAP Equities, who are also employees, £870,000 to acquire shares in the company. No interest is chargeable on these loans and they will not be repaid before 2012.

Company

ICAP plc is the Group’s ultimate parent company and is incorporated and domiciled in the UK.

During the year the Company entered into the following transactions with subsidiaries:

  Year ended
31 March
2009
£m
Year ended
31 March
2008
£m
Management services expenses (0.2) (0.2)
Interest received from related parties 2.9 1.3
Interest paid to related parties (6.7) (43.4)

Amounts owed to the Company from subsidiaries are disclosed in note 18 and amounts owed by the Company to subsidiaries are disclosed in note 19. In March 2009, the Company novated the Group’s bank facilities to its immediate subsidiary ICAP Group Holdings Limited and simplified its intra-group lending and borrowing with its subsidiaries.

The Company contractually agreed to guarantee the minimum annual revenue of CFETS-ICAP, a joint venture of the Company, to a value of $2m in the year ended 31 December 2008. As a result of this guarantee, the Company paid CFETS-ICAP £1.2m in January 2009 which has been recognised as an expense in the income statement of the Company for the year.