Annual Report & Accounts 
for the year ended 30 June 2012 Financial highlights  1 
Group overview 2
Chairman’s statement 3
Chief Executive’s review 4-5
Business review 6-7
Board committees report 8-14
Report of the directors  15-17
Independent auditor’s report 18
Consolidated income statement and statement of other comprehensive income  19
Consolidated statement of ﬁnancial position 20
Consolidated statement of cash ﬂows 21
Consolidated statement of changes in equity 22
Notes to the consolidated ﬁnancial statements 23-50
Independent auditor’s report on the company’s ﬁnancial statements 51
Company balance sheet  52
Notes to the company ﬁnancial statements 53-57
Explanation of AGM business 58-59
Notice of Annual General Meeting 60-62
Form of Proxy 63
Directors and advisers IBC Annual Report & Accounts 2012
1
Brooks Macdonald Group plc
Financial highlights
Discretionary Funds Under 
Management rose from  
£2.969 billion to £3.52 billion,  
an increase of 19%.
Basic earnings per share have 
increased from 51.92p to 57.94p, 
an increase of 12%.
A proposed ﬁnal dividend of 
12.5p per share making a total  
of 18.5p for the year, an increase 
of 23%.
Pre-tax proﬁt was £8.5 million 
compared to £7.3 million,  
an increase of 17%.
19%
18.5p
17%
12% 
Funds under Management, £m Earnings per share, pence Dividend per share, pence
2008 2008 2008 2009 2009 2009 2010 2010 2010 2011 2012 2011 2012 2011 2012
2,186 38.10
9.0
2,969
3,520
51.92
57.94
15.0
18.5
1,386
22.56
5.5
1,181
12.41 3.5 Annual Report & Accounts 2012 Brooks Macdonald Group plc
2
Brooks Macdonald Group plc is 
an AIM listed, integrated, wealth 
management group. The group 
consists of four principal 
companies: Brooks Macdonald 
Asset Management Limited, a 
discretionary asset management 
business; Brooks Macdonald 
Funds Limited, a fund 
management business; Brooks 
Macdonald Financial Consulting 
Limited, a ﬁnancial advisory and 
employee beneﬁts consultancy; 
and Braemar Estates 
(Residential) Limited, an estate 
management company.
Brooks Macdonald Asset Management 
provides a bespoke, fee based, investment 
management service to private high net 
worth individuals, charities and trusts. It also 
provides in-house custody, nominee and 
dealing services and has ofﬁces in London, 
Manchester, Hampshire, Tunbridge Wells, 
Edinburgh, Taunton and York.
 Brooks Macdonald Financial Consulting is 
London based and provides fee-based, 
independent advice to high net worth 
individuals, families and businesses.
The Braemar Group is based in Hale and 
acts as fund manager to our regulated 
OEICs, under the name Brooks Macdonald 
Funds, as well as providing specialist funds 
in the property and structured return 
sectors. It also manages property assets  
on behalf of the funds and other clients.
Group overview
2 Mount Ephraim Rd Tunbridge Wells Kent TN1 1EE 
Tunbridge Wells
111 Park Street Mayfair London W1K 7JL
London
110 Park Street Mayfair London W1K 7JL
London
The Long Barn Dean Estate Wickham Road 
Fareham Hampshire PO17 5BN
Hampshire
10 Melville Crescent Edinburgh EH3 7LU 
Edinburgh
1 Marsden Street Manchester M2 1HW.
Manchester
Richmond House Heath Road Hale Cheshire  
WA14 2XP
Hale
Blackbrook Gate Blackbrook Park Avenue Taunton  
Somerset TA1 2PX
Taunton
Howard House 3 St Mary’s Court Blossom Street York  
YO24 1AH
York
The Brooks Macdonald group has 
developed under stable management since 
formation in 1991 and now has in excess of 
280 staff throughout the UK. The group’s 
shares are listed on AIM, with management 
and staff retaining considerable ownership 
of the business. Annual Report & Accounts 2012
3
Brooks Macdonald Group plc
In a year of poor investment 
markets, fragile investor sentiment 
and considerable regulatory 
change, I am pleased to report 
continued progress for the group. 
Proﬁt before tax has increased by 17% 
from £7.29m to £8.52m. Earnings per 
share are 57.94p compared with 51.92p, 
an increase of 12%. 
The board is recommending a ﬁnal 
dividend of 12.5p per share which, if 
approved by shareholders, will result in 
total dividends for the year of 18.5p per 
share. This represents an increase of 23% 
over last year’s dividends of 15p per share. 
Our discretionary funds under 
management as at 30 June 2012 were 
£3.52 billion, a rise of 19% (30 June 2011: 
£2.97bn) over the twelve months. By 
comparison the APCIMS Balanced index fell 
by 2% and the FTSE 100 by over 6% 
during that period. Included in this ﬁgure is 
Brooks Macdonald Funds which had funds 
under management of £148m at the year 
end (£101m June 2011). 
Property assets under administration, 
managed by Braemar Estates, grew to 
£865m, an increase of 15% (£750m June 
2011) over the ﬁnancial year and third 
party assets under administration are now 
in excess of £50m. We intend to report our 
property assets under administration and 
our third party assets under administration 
every six months, while continuing to 
report on a quarterly basis our discretionary 
funds under management including those 
in our Funds business.
During the year we completed the 
acquisition of the Investment Management 
department of Clarke Willmott LLP which 
has formed the nucleus of our new ofﬁce in 
Taunton. This acquisition added £114m to 
funds under management. In April we 
opened our seventh regional ofﬁce in York. 
Since the year end we have acquired Park 
Street London Limited, a long term 
introducer of funds and clients to the group. 
These acquisitions have been funded from 
the group’s own cash resources.
In addition to these acquisitions the group 
has continued to invest signiﬁcantly in its 
future. Our Funds business has made good 
progress, particularly since the year end 
with the appointment of Braemar Estates as 
the property manager for the newly 
launched Ground Rents Income Fund plc, 
which raised some £50m on ﬂotation. In 
April we became an Application Service 
Provider, enabling us to offer third party 
administration services. We are optimistic 
about the long term potential of this new 
revenue stream. 
The economic outlook remains challenging, 
markets are lacklustre and the launch of the 
Retail Distribution Review in January 2013 
will lead to signiﬁcant changes. Enhanced 
regulation is involving the industry in 
materially greater cost. Despite the difﬁcult 
macroeconomic outlook the group 
continues to make good headway whilst 
striving to ensure that we deliver strong 
risk adjusted returns for our clients in a 
service-led and transparent environment.
Christopher Knight 
Chairman
12 September 2012
“...the group has 
continued to invest 
signiﬁcantly in its future” 
Chairman’s statement
Christopher Knight, Chairman Annual Report & Accounts 2012 Brooks Macdonald Group plc
4
Chief Executive’s review
Introduction
I would like to start this review by thanking 
all members of staff, our strategic partners 
and professional introducers for all their 
hard work and support over the last 
ﬁnancial year. Against a very tough 
economic background, the group has 
continued to grow successfully. None of this 
would have been possible without the 
commitment, professionalism and diligence 
of our colleagues.
Funds under management 
Our discretionary funds under management 
rose 19% to £3.52 billion during the 
ﬁnancial year against declining investment 
markets. This growth reﬂects a combination 
of continued support from the professional 
intermediary market, the launch of our 
Funds business, an acquisition and solid 
investment performance. 
Our new business is largely introduced from 
our 11 strategic alliances and from over 420 
professional intermediary ﬁrms based 
throughout the UK. Whilst investment 
conditions remain volatile, the need for 
professional bespoke investment management 
for high net worth individuals remains high. 
This is supported by the continued growth of 
the Self Invested Personal Pension (‘SIPP’) 
market place and the rising demand for our 
Managed Portfolio Service (to cater for clients 
with smaller investment portfolios not 
requiring a bespoke service).
Our Funds business has continued to gain 
traction over the year and since the year end. 
We have seven funds; four niche funds and 
three generalist risk based fund of funds. As 
well as having good performance records, 
our niche funds are attracting interest in part 
due to challenging market conditions. This 
was highlighted by Braemar being appointed 
as property manager of the Ground Rents 
Income Fund plc and rising interest in our 
recently launched UK Farming fund. 
Strategies for growth 
Our growth plans revolve around organic 
growth, investment and service 
development. In all three areas we have 
seen continued progress over the ﬁnancial 
year. Our organic growth has been focused 
on the recruitment of high quality staff, 
growth of Braemar Estates and Financial 
Consulting and a sharp increase in the 
number of Strategic Partners and 
introducing Professional Intermediaries. 
The investments we have made, Brooks 
Macdonald Funds apart, have been via the 
acquisition of the Investment Management 
team of Clarke Willmott LLP, the 
establishment of our Taunton ofﬁce in 
November and the establishment of our 
York ofﬁce in April. This has continued, post 
the year end, with the acquisition of Park 
Street London Limited. We will continue to 
assess appropriate acquisition opportunities 
as they arise and will maintain our rigorous 
search for quality with regards to any 
investment opportunity.
Our move to becoming an Application 
Service Provider has also involved a 
considerable investment as well as signiﬁcant 
internal resource. This is both an investment 
and a considerable service development. In 
Easter this year the project completed; it will 
allow signiﬁcant ‘back ofﬁce’ scale as well as 
giving us the capacity to take on third party 
administration. Whilst the latter is still in very 
early development, I am pleased that third 
party assets under administration are already 
in excess of £50m.
“Against a very tough 
economic background,  
the group has continued  
to grow successfully”
“Our growth plans revolve 
around organic growth, 
investment and service 
development. In all 
three areas we have seen 
continued progress over  
the ﬁnancial year”
Chris Macdonald, Chief Executive Annual Report & Accounts 2012
5
Brooks Macdonald Group plc
Chief Executive’s review
We continue to invest in our people and 
promotion of our strong culture. Total staff 
numbers grew from 248 to 282 in the year, 
including an increase in investment managers 
from 43 to 55 as well as the recruitment of 
additional trainees. Such additional capacity is 
vital to provide the headroom for further 
growth in funds under management. 
Regional presence
Whilst London remains our largest ofﬁce, we 
now have seven regional ofﬁces. Our ﬁrst 
ofﬁce outside London was Hampshire 
followed by Manchester, Tunbridge Wells, 
Edinburgh and then an ofﬁce in Hale 
following the acquisition of Braemar plc in 
2010. We have enjoyed considerable success 
in all our ofﬁces, and the opening of ofﬁces 
in Taunton and shortly afterwards in York in 
the ﬁnancial year under review not only gives 
us further regional growth opportunities but 
also increases our coverage for both clients 
and professional intermediaries alike. In both 
cases the new ofﬁces have started well.
We continue to consider opportunities to 
open new ofﬁces whether by acquisition of 
businesses or teams, such as in Taunton, or 
by organic investment, such as in York. 
Regulation
In January 2013 the Retail Distribution 
Review (‘RDR’) comes into force. This is a 
complex piece of regulation with the 
desired outcomes of greater consumer 
clarity, transparency of charges, greater 
professional standards and a more robust 
ﬁnancial regulatory regime. We are public in 
our support of these outcomes and whilst 
there has been a signiﬁcant amount of work 
done to date, and more necessary ahead of 
RDR, we remain excited about the 
opportunities that it will bring.
Our Asset Management business will, under 
RDR, be Restricted, advising only on Investment 
Management, whereas our Consulting business 
will be Independent, advising where 
appropriate on all aspects of ﬁnancial planning.
Brand 
As a business we have a strong culture based 
around high standards, a team orientated 
approach and a passion for delivering service 
and performance to our clients. Over the last 
year we have increased our focus on this and 
I was delighted when we were included in 
the Sunday Times 100 Best Companies to 
work for and were the highest placed 
company in the ﬁnancial services industry. 
In terms of performance and service 
awards, Brooks Macdonald Financial 
Consulting was named in the Private Client 
Practitioner Top 25 IFA Companies 2012 
list. Brooks Macdonald Asset Management 
(“BMAM”) was named as the winner of the 
Incisive Media Gold Standard Award for 
Portfolio Management and Best 
Discretionary Adviser at this year’s 
Investment Week Fund Manager of the Year 
Awards. BMAM also achieved a Defaqto 5 
Star Rating for its Bespoke Portfolio Service 
and Managed Portfolio Service – one of 
only ﬁve companies to have achieved 5 
Star Ratings in both of the discretionary 
management categories.
A highlight of the year has been our three 
year sponsorship of Middlesex County 
Cricket Club. This has already raised our 
proﬁle and has beneﬁted our marketing 
activity and increased our web-site trafﬁc.  
We have also continued to support schools 
and sports clubs via sponsorship and this 
now exceeds 50 teams. The Brooks 
Macdonald Foundation has supported  
over 25 charities in the last year. Increasing 
our proﬁle and being supportive to 
communities is very much a journey but we 
have made signiﬁcant progress over the year.
Summary and Outlook 
Last year was tough. We believe that market 
conditions will remain volatile and, given the 
onset of RDR, we are entering a period of 
signiﬁcant change in the distribution landscape 
for ﬁnancial services. We are fortunate that the 
group is well positioned, ﬁnancially stable and 
with a large number of exciting opportunities. 
It is this together with the quality and 
commitment of our staff that allows us to look 
forward with continued conﬁdence.
We have had an encouraging start to the new 
ﬁnancial year with funds under management 
continuing to grow, enhanced by Braemar’s 
appointment as property manager of Ground 
Rents Income Fund plc. We are conﬁdent of 
maintaining our track record of growth. 
Chris Macdonald 
Chief Executive
12 September 2012  Annual Report & Accounts 2012 Brooks Macdonald Group plc
6
Group overview 
The group has had another successful year with pre-tax proﬁts 
increasing by 17% in the year to over £8.5m. Basic earnings per 
share have risen from 51.92p per share last year to 57.94p for the 
year ended 30 June 2012.
The group has no borrowings and at 30 June 2012 its cash balances 
totalled £13.5m. The detailed movement in group cash balances is 
shown on page 21 and below. 
Investment Management
The investment management division principally provides 
discretionary investment management services to private investors, 
charities and trusts. Despite difﬁcult economic and investment 
conditions during the ﬁnancial year the division has continued to 
grow funds under management both organically and through the 
acquisition of the Clarke Willmott investment management team  
in October 2011. 
Funds under management (£m) Year end 30 June 2012
At 1 July 2011 2,969
Inﬂows  – organic 593
 – acquired Clarke Willmott 114
Outﬂows  – market adjustment & withdrawals
1
 (156)
At 30 June 2012 3,520
Underlying rate of total net growth 18.55%
1
Clients leaving and capital or income withdrawals of larger than £50,000 for 
bespoke portfolio service and larger than £20,000 for managed portfolio service
The underlying rate of growth of 19% of funds compares to a fall in 
the APCIMS Balanced index of 2% and a fall in the FTSE 100 index of 
6% over the same period. This also represents a continued growth in 
funds under management over the last ﬁve years as shown below:
The ﬁnancial performance of the division is driven mainly by the 
total funds under management and the net growth in new funds 
achieved over the year. The fee income includes a share of fees paid 
to introducers and these payments are shown within the 
administrative expenses of the division. 
On 1 January 2013 the Retail Distribution Review (RDR) will come 
into force and this will change the way in which both the fee 
income and the corresponding share of the fee due to the 
introducer are reported. Under RDR any payment due to the 
introducer will in future be payable directly on the instruction of the 
client. Therefore, these payments will not form part of the 
administrative costs of the division and, where applicable, there will 
be a corresponding reduction in the fee income.
During the year there was a signiﬁcant investment in the back ofﬁce 
functions of the division whereby we took further functions of the 
investment management process in house and successfully became 
an Application Service Provider. This gave us an improved overall 
service to our clients, increased internal capacity and provided the 
opportunity to take on third party administration services.
As stated above, on 31 October 2011 we acquired £114m of funds 
under management through the purchase of the client relationship 
contracts of Clarke Willmott LLP, based in Taunton, for an initial cash 
consideration of £1.985m. The total consideration is based on a 
multiple of funds under management with deferred cash payments 
due at 12 months and 24 months after the completion date. The 
current best estimate of the total consideration is £4.2m. 
Following the end of the ﬁnancial year we completed the acquisition 
of Park Street London Limited, a long term introducer of funds and 
clients to the investment management division, for an estimated 
maximum cash consideration of £4.4m payable in instalments over 
a three year period. 
Business review
Jun-08 Jun-09 Jun-10 Jun-11 Jun-12
FUM (£M)
3,600
3,300
3,000
2,700
2,400
2,100
1,800
1,500
1,200
900
600
300
0 Annual Report & Accounts 2012
7
Brooks Macdonald Group plc
Brooks Macdonald Funds and Braemar Estates
It has been a signiﬁcant year for Brooks Macdonald Funds with the 
restructuring of the funds and the continued development of 
distribution through institutional investors, professional advisers and 
platforms in the UK. We now have seven funds which are showing 
good performance. These funds have attracted new investment 
throughout the year resulting in an overall increase in total funds 
under management to £148m – a rise of 46% over the year.
Braemar Estates has continued its growth in the property 
management sector with growth in the value of assets under 
administration to £865m from £750m in June 2011. This has grown 
substantially from £450m in October 2010 when the business was 
acquired. Following the year end Braemar Estates was appointed as 
the manager of the £50m Ground Rents Income Fund plc.
Brooks Macdonald Financial Consulting
The ﬁnancial consulting division has continued to deliver fee based 
ﬁnancial planning and ancillary services to high net worth 
individuals and employee beneﬁt consultancy to a range of small to 
medium sized enterprises. 
During the year the division saw a small increase in turnover and an 
improvement in the margin of the business and it is well positioned 
for the advent of RDR. 
Business review Annual Report & Accounts 2012 Brooks Macdonald Group plc
8
Board committees report
The principal board committees are audit, remuneration and risk 
and compliance committees all of which have speciﬁc terms of 
reference which are periodically reviewed and approved by the 
board. These terms of reference are available on the group website.
Audit committee
The members of the audit committee are Christopher Knight 
(Chairman) and Colin Harris. The board is satisﬁed that both 
members have recent and relevant ﬁnancial experience. 
The committee met twice during the year ended 30 June 2012. As 
well as being responsible for reviewing the external audit 
arrangements with regard to compensation, scope and period of 
ofﬁce, the committee also considers the accounting policies of the 
group and the signiﬁcant issues and judgements in connection with 
the regulatory ﬁnancial reporting. 
The committee reviews the external audit engagement letters and 
internal control ﬁndings reports and has discussions with the auditor 
with no management present.
Risk and Compliance committee
The board believes the best way to manage risk across the group is 
to embed the risk management process throughout the 
organisation. We endeavour to ensure that all identiﬁed risks are 
owned by speciﬁc committees which in turn report to the risk and 
compliance committee. 
The members of the risk and compliance committee are Colin Harris 
(Chairman), Christopher Knight and Diane Seymour-Williams. The 
meetings of the committee are also attended by Christopher 
Macdonald, Simon Jackson, Simon Wombwell, Nicholas Holmes, 
Nicholas Lawes, Andrew Banks, the head of risk and compliance, 
and other senior members of the risk and compliance department. 
During the year ended 30 June 2012 the committee met on four 
occasions. The principle responsibilities include overseeing the 
current risk exposures of the group, reviewing the risk assessment 
processes, assessing material breaches of risk limits and the 
adequacy of the proposed management action and reviewing the 
client complaints.
The risk management framework is broadly the same as for the 
previous year. The principal risks assessed by management as having 
a potential material impact on the group are detailed below 
together with the principal means in which these risks are mitigated. 
Financial risks
The group’s principal ﬁnancial risks relate to credit risk, liquidity risk 
and market risk. The measures and policies for the management of 
those risks are set out in note 26 to the consolidated ﬁnancial 
statements. Further details on capital management processes can be 
found in note 27. Annual Report & Accounts 2012
9
Brooks Macdonald Group plc
Board committees report
Mitigation
 This risk is minimised by ensuring the group maintains a culture of 
high ethical and professional standards whilst focussing on delivering 
a ﬁrst class service to all of our clients. The group maintains an 
independent risk and compliance department which ensures 
conformity with the regulations of the Financial Services Authority,  
as well as relevant statutes, in all of our dealings with our clients. 
Mitigation
 The group monitors compliance with existing regulations and any 
impending changes in regulations in order to assess the impact on 
the business and to ensure that the group has sufﬁcient resources to 
implement any necessary changes. Staff training is provided to 
ensure that employees remain up to date with regulatory changes 
impacting the business. 
Mitigation
To minimise this risk, the group continues to invest in its employees 
and monitors developments in the marketplace in which it operates  
to ensure that the group continues to offer a wide range of services. 
Recruitment policies are designed to attract high quality staff and 
the group regularly reviews and benchmarks its remuneration 
packages and contractual arrangements in order to retain and 
motivate staff. A dedicated training manager provides structured 
training plans in order to ensure all staff continue to develop their 
careers within the group. 
Mitigation
New IT projects are regularly reviewed and appraised at board 
meetings in order to ensure that the group continues to develop its IT 
capabilities. As well as our regional ofﬁces providing back up facilities 
for our London head ofﬁce, we have a fully tested disaster recovery 
plan which would facilitate remote working capabilities.
Impact
The group has a growing reputation as a provider of high quality 
investment and wealth management services. There is a risk that 
signiﬁcant damage to reputation could lead to the loss of existing 
clients as well as impacting our ability to gain new clients which 
would lead to a fall in ﬁnancial income. Such risk could arise from 
events such as poor investment performance or poor client service 
or regulatory censure.
Impact
 The sector in which the group operates is heavily regulated and any 
breach of regulations could lead to ﬁnes or disciplinary action 
against the group or its staff.
Impact
 Our business is dependent on client relationships with our staff. 
Operating in a competitive market there is a risk of loss of existing 
clients due to poor staff performance or service, a failure to 
respond to changes in the market place, or the loss of key 
investment professionals.
Impact
A key part of the high quality service delivered to clients is 
facilitated by a ﬂexible and robust internal IT infrastructure.  
IT failures could lead to reputational damage and result in 
loss of clients.
Risk and Compliance committee (continued) 
Non–ﬁnancial risks
The signiﬁcant non-ﬁnancial risks faced by group are as follows:
Reputational risk
Regulatory risk
People risk
Technology risk Annual Report & Accounts 2012 Brooks Macdonald Group plc
10
Mitigation
Management continuously monitors and reviews the internal 
controls in place. Due diligence takes place prior to the 
commencement of any outsourcing or supply, to maintain a robust 
procurement process, good contract governance and regular 
assessment of performance against pre-agreed service levels.
Mitigation
Portfolio performance, valuations and risk proﬁles are monitored by 
management, allowing issues to be identiﬁed and mitigated as they 
arise. The group has adopted BITA Monitor portfolio risk oversight 
tools to assist with supervising portfolio management. Agreements 
are sought with each professional introducer to accept responsibility 
for suitability for the client.
Impact
 Operational risk is the risk that the group suffers a loss of 
business resulting from inadequate or failed internal processes, 
people and systems or from the failure of outsourcing partners 
or external suppliers.
Impact
There is a risk that portfolios will not meet their investment 
objectives which could result in the group suffering loss of 
business. There is a risk on the suitability of portfolios for clients 
and on where the responsibility lies between a professional 
introducing the client and the group company.
Risk and Compliance committee (continued) 
Investment performance risk
Operational risk
Remuneration committee 
The remuneration committee comprises of Diane Seymour-Williams (Chairman), Colin Harris and Christopher Knight. The committee  
approves the group’s remuneration policy and determines the speciﬁc remuneration packages for each executive director and certain  
senior executives.
Remuneration policy 
Brooks Macdonald recognises the importance of its employees to the success of the group and consequently the policy is designed to be 
market competitive in order to motivate, aid staff retention and recruitment and align employee behaviour with the interests of 
shareholders. External third party data is used to validate rather than to benchmark the total reward. 
The remuneration policy, which applies to directors and employees of the group, is based on the following key principles:
 
 The current remuneration package for an executive director has four main elements: basic salary and beneﬁts, proﬁt related bonus,  
long term equity based incentives and pension. The total reward is designed to include a balance of ﬁxed and variable pay with a high  
level of deferral.
The elements of remuneration packages are summarised below on the next page.
Board committees report Annual Report & Accounts 2012
11
Brooks Macdonald Group plc
Board committees report
Remuneration committee (continued)
Directors’ remuneration
 Salary Proﬁt related Proﬁt related Beneﬁts 2012 2011 Phantom* 2012 Pension  2011 Pension 
 or fee bonus -  bonus -   Total Total share contributions contributions 
  cash deferred shares    scheme 
 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Chairman       
C J Knight 60 - - - 60 50 - - -
Executive       
C A J Macdonald 213 269 68 4 554 612 270 32 32
J M Gumpel 158 131 34 3 326 337 270 24 23
N I Holmes 158 160 40 2 360 386 541 24 23
S J Jackson 158 151 38 3 350 378 541 32 23
N H Lawes 158 64 16 2 240 258 541 24 23
A W Shepherd 158 152 38 2 350 382 541 24 23
R H Spencer 158 134 34 3 329 347 270 24 24
S P Wombwell  164 112 28 3 307 150 - 24 10
Non-executive       
C R Harris  38 - - - 38 24 - - - 
S P Wombwell  - - - - - 15 - - - 
Diane Seymour – Williams  
(from 14 September 2011) 28 - - - 28 - - - -
Total 1,451 1,173 296 22 2,942 2,939 2,974 208 181
*There were no phantom scheme options exercised or amounts paid during the year ended 30 June 2011.
Basic salary and beneﬁts 
Basis salary is determined by the committee and any changes are implemented from 1 July each year or when an individual changes 
position or responsibility. In deciding appropriate levels the committee considers salaries throughout the group and information on 
comparable companies provided by advisers to the committee. The views of the chairman and chief executive are taken into consideration 
when setting the salary of other directors. 
All directors received a salary increase of 2% with effect from 1 July 2011 which was below the average increase for all employees. In 
addition the company provides a range of beneﬁts including private medical, life and permanent health insurance as well as interest free 
season ticket loans as disclosed in note 29 to the ﬁnancial statements. 
Proﬁt related bonus
Awards to executive directors of proﬁt related bonuses are made from a pool of proﬁts of 15-25% of the group pre-tax proﬁt after the 
payment of all bonuses to all other staff. The committee determines the size of the pool based on the performance of the group against a 
number of key performance indicators including the growth in proﬁts, the movement in funds under management, various internal client 
service metrics and the performance against budget of each of the operating divisions. 
Awards to individual directors are determined by the remuneration committee following recommendations by the chief executive taking 
into account the performance of the director, the results of the business where the director has responsibility (where relevant) and market 
data where this is available. The remuneration committee has decided that 20% of the bonus awarded will be made in shares deferred for  
a period of three years under a long term incentive scheme (LTIS). The scheme has performance conditions attached to the deferred award 
requiring a minimum growth in the diluted earnings per share of the group of 2% per annum above the increase in the Retail Price Index 
over the three year period.  Annual Report & Accounts 2012 Brooks Macdonald Group plc
12
Board committees report
Remuneration committee (continued) 
Phantom share scheme
The Brooks Macdonald Group Phantom Share Scheme was adopted by the board on 15 October 2008 with the intention of creating an 
incentive plan for senior key directors and employees of the group. 
The scheme is a cash settled scheme based on the increase in the ordinary share price of the group. The award can be exercised if there has 
been compound annual growth of at least 20% in earnings per share of the company over the three year performance period from 1 July 2008 
to 30 June 2011.
In July 2011, in view of the volatility in company’s share price, the Board decided to amend the rules of the scheme, in agreement with the 
members, whereby the share price used in the calculation of the cash payment on the exercise of the option was ﬁxed at £12.35. In addition, 
subject to still being employed by the company on 15 October 2012, a further payment of 65p would be paid in respect of each option granted.
The amounts shown within the table above for directors’ remuneration assumes that all individuals will be eligible for the additional 
payment of 65p per option.
Equity incentives  
Long Term Incentive Scheme and Employee Beneﬁt Trust (EBT)
The group established an EBT on 3 December 2010. The Trust was established to acquire ordinary shares in the company in connection 
with the deferred share element of the proﬁt share bonus under the LTIS as detailed above. The EBT is also used for other long term awards 
to members of the board and awards to other senior employees. 
The remuneration committee has made additional awards under the LTIS to certain executive directors and other senior employees. The 
conditional awards are subject to the same performance and other conditions as those applying to the deferred proﬁt related bonus shares.
Details of the awards granted to the directors of the company under the terms of the LTIS during the year ended 30 June 2012, in respect 
of the deferred element of the proﬁt related bonus for the previous year, together with any additional awards, are as detailed below. The 
market value of the company’s shares at the date the awards were made, 20 October 2011, of £12.24 was based on average cost of market 
purchases made by the EBT over the preceding two months. 
 As at  Proﬁt related bonus  Additional At  Earliest 
 30 June deferred shares for year awards under  30 June exercise 
 2011 ended 30 June 2011   terms of LTIS 2012 date
C A J Macdonald 4,112 - - 4,112 27.10.2013
C A J Macdonald - 6,536 - 6,536 20.10.2014
J M Gumpel 1,862 - - 1,862 27.10.2013
J M Gumpel - 2,941 - 2,941 20.10.2014
N I Holmes 2,095 - - 2,095 27.10.2013
N I Holmes - 3,758 6,128 9,886 20.10.2014
S J Jackson 2,715 - - 2,715 27.10.2013
S J Jackson - 3,595 - 3,595 20.10.2014
N H Lawes 1,474 - - 1,474 27.10.2013
N H Lawes - 1,634 - 1,634 20.10.2014
A W Shepherd 2,095 - - 2,095 27.10.2013
A W Shepherd - 3,676 6,128 9,804 20.10.2014
R H Spencer 2,405 - - 2,405 27.10.2013
R H Spencer - 3,105 - 3,105 20.10.2014
S P Wombwell - 6,945 4,902 11,847 20.10.2014
During the year none of the directors exercised any shares under the LTIS (2011: £nil). Annual Report & Accounts 2012
13
Brooks Macdonald Group plc
Board committees report
Remuneration committee (continued) 
Equity incentives (continued)
Sharesave Scheme
All directors are entitled to take part in the HM Revenue & Customs approved Brooks Macdonald Group Sharesave Scheme on the same 
terms as all other employees. An option grant was made on 1 June 2011 for a new three year ﬁxed term contract and the details of the 
grants to directors are shown below: 
 At 30 June  Awarded Exercised At 30 June Exercise Earliest Expiry 
 2011 in the year in the year 2012 price exercise date date
C A J Macdonald 985 - - 985 916p 01.06.14 30.11.14
J M Gumpel 985 - - 985 916p 01.06.14 30.11.14
N I Holmes 985 - - 985 916p 01.06.14 30.11.14
S J Jackson 985 - - 985 916p 01.06.14 30.11.14
N H Lawes 985 - - 985 916p 01.06.14 30.11.14
A W Shepherd 985 - - 985 916p 01.06.14 30.11.14
R H Spencer 985 - - 985 916p 01.06.14 30.11.14
S P Wombwell 985 - - 985 916p 01.06.14 30.11.14
Given the nature of the scheme over a three year ﬁxed term contract there were no options exercised and there was no gain during the 
year (2011: £389,000).
Enterprise Management Incentive Scheme 
The Brooks Macdonald Group Enterprise Management Incentive Scheme (EMI) was adopted by the shareholders of the company on  
11 February 2005. 
Options granted can be exercised if there has been an increase in the diluted earnings per share of the company of at least 2% per annum 
more than the increase in the Retail Price Index over the period of three ﬁnancial years starting with the ﬁnancial year in which the date of 
grant falls and ending with the ﬁnancial year in which the third anniversary of the date of grant falls.
Options may not normally be exercised before the third anniversary of the date of the grant and expire on the tenth anniversary of the grant.
The details of the grants under the scheme to directors are shown below: 
 
 At 30 June  Awarded Exercised At 30 June Exercise Earliest Expiry 
 2011 in the year in the year 2012 price exercise date date
C A J Macdonald 10,000 - (10,000) - 155p 01.11.08 01.11.15 
 17,500 - - 17,500 290.5p 17.10.10 31.10.17
J M Gumpel 10,000 - - 10,000 155p 01.11.08 01.11.15 
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
N I Holmes  15,000 - - 15,000 155p 01.11.08 01.11.15 
 4,500 - - 4,500 215p 18.10.09 17.10.16 
 6,000 - - 6,000 290.5p 17.10.10 31.10.17
S J Jackson 17,000 - - 17,000 215p 18.10.09 17.10.16 
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
N H Lawes 10,000 - (10,000) - 215p 18.10.09 17.10.16 
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
R H Spencer 10,000 - (10,000) - 155p 01.11.08 01.11.15 
 12,500 - - 12,500 290.5p 17.10.10 31.10.17 Annual Report & Accounts 2012 Brooks Macdonald Group plc
14
Remuneration committee (continued)
Equity incentives (continued)
Enterprise Management Incentive Scheme (continued)
The aggregate gain during the year from the exercise of the above EMI share options was £326,000 (2011: £910,000). The group’s share 
price at the exercise dates ranged from £12.33 to £13.25 (2011: £9.40 to £11.35).
A W Shepherd held no EMI share options at either the beginning or the end of the year.
C R Harris, C J Knight, D Seymour-Williams and S P Wombwell held no EMI share options or phantom awards at either the beginning or the 
end of the year or at the date of their appointment. 
Under the rules of the scheme, C R Harris, C J Knight and D Seymour-Williams were not eligible to participate in the Sharesave Scheme and 
therefore held no shares at either the beginning or the end of the year or at the date of their appointment. 
The average share price during the year was 1199 pence. Details of the share option schemes are provided in note 22 to the ﬁnancial 
statements. The market price at the end of the year was 1150 pence and the highest and lowest price during the year was 1370 pence and 
921 pence respectively.
Dilution
Not more than 15% of the issued ordinary share capital of Brooks Macdonald Group plc (’the company’ (adjusted for bonus and rights 
issues) will be issued for all EMI and share incentive schemes operated by the company in any ten year rolling period. The company satisﬁes 
the various equity-based schemes it operates using a combination of market purchased, newly issued and treasury shares.
Pension arrangements
Following a satisfactory completion of a probationary period all employees are offered the opportunity to become members of a group 
deﬁned contribution plan established with Legal & General. In the case of certain directors and senior employees the group contributes to 
their personal pension arrangements.
Service contracts for executive directors
The company has service contracts with its executive directors with a notice period of 12 months and it is company policy that such 
contracts should not normally contain periods of more than 12 months. 
External appointments
Executive directors are encouraged to take on external appointments as non-executive directors but are discouraged from taking more than 
one position given the time commitment. Prior approval of any new appointment is required by the Board with any fees in excess of 
£10,000 per annum paid to the company.
Advisers to the remuneration committee
During the year the remuneration committee has employed PricewaterhouseCoopers LLP to assist with the implications of the FSA 
Remuneration Code and both McLagan and ComPeer Limited to provide industry speciﬁc comparative information regarding compensation 
and pay packages.
Non executive directors
Non-executive directors do not have contracts of employment. The executive directors are responsible for determining the fees of the  
non-executive directors who do not receive pension or other beneﬁts from the group and do not participate in any group incentive schemes.
Board committees report Annual Report & Accounts 2012
15
Brooks Macdonald Group plc
Report of the directors 
The directors present herewith their annual report, together with 
the audited ﬁnancial statements for the group for the year ended  
30 June 2012. 
Principal activities and business review
A review of the group’s and company‘s activities and future 
developments, which fulﬁls the requirements of the business review, 
including the ﬁnancial performance during the period, key 
performance indicators and a description of the principal risks and 
uncertainties facing the group is set out within the group overview, 
the chairman’s statement, the chief executive’s review, the business 
review and the board committees report on pages 2 to 14 which 
form part of this report of the directors. 
A description of the group’s ﬁnancial risk management objectives 
and policies and its exposure to price, credit, liquidity and interest 
rate risk is contained in note 26 to the consolidated ﬁnancial 
statements on pages 47 to 48 which are also incorporated into this 
report of the directors by reference.
Results and dividends
The proﬁt before taxation for the year was £8,520,000 (2011: 
£7,289,000) and the proﬁt for the year after taxation was 
£6,256,000 (2011: £5,443,000).
The company paid a ﬁnal dividend and an interim dividend during 
the year of 10p (2011: 6p) and 6p (2011: 5p) respectively 
amounting in total to £1,724,000 (2011: £1,161,000).
The directors recommend a ﬁnal dividend of 12.5p per share (2011: 
10p). This results in total dividends of 18.5p (2010: 15p) per 
ordinary share for the year. These dividends amount to £2,007,000 
(2011: £1,609,000). 
Directors and their interests
The directors of the company during the year and their beneﬁcial 
interests in the share capital of the company at the beginning and 
end of the year were as follows:
Ordinary shares of 1p 
 At 30 June 2012 At 30 June 2011*
C J Knight 71,585 71,585
C A J Macdonald 808,103 958,103
J M Gumpel 640,174 745,174
N I Holmes  47,624 42,226
S J Jackson 55,657 55,657
N H Lawes 37,057 37,057
A W Shepherd  49,261 46,057
R H Spencer 758,853 888,853
C R Harris  4,944 3,293
S P Wombwell 88,204 88,204
D Seymour-Williams  
(appointed 14 September 2011) 4,000 -
*or date of appointment if later 
Details of share options held by the directors at the beginning and 
the end of the period can be found within the report on directors’ 
remuneration on pages 10 to 14.
Retirement and re-appointment of directors
Nicholas Holmes, Nicholas Lawes, Andrew Shepherd and Simon 
Wombwell will retire by rotation at the Annual General Meeting and 
being eligible will offer themselves for re-election.
Directors’ Indemnities 
The company has made qualifying third party indemnity provisions 
for the beneﬁt of its directors during the period and these remain in 
force at the date of the report. Annual Report & Accounts 2012 Brooks Macdonald Group plc
16
Employment policies 
Employees are encouraged to identify and become involved with 
the ﬁnancial performance of the group and are rewarded by 
involvement in proﬁt sharing arrangements. Employees also have 
the opportunity to participate in the group’s share incentive plans.
The group considers that communication with our employees is very 
important and vital for the success of the group. The employees are 
informed on important issues by electronic mail and seminars.
The group considers that regular training is extremely important. 
This is achieved by in house and external courses and the training 
team provide a number of continuing professional development 
activities. All staff are encouraged to report to their line managers 
their speciﬁc training needs.
The group operates a graduate training scheme in respect of its 
trainee investment fund managers and ﬁnancial planning consultants.
In connection with the Retail Distribution Review, training and 
learning activities have been put in place in readiness for its 
commencement on 1 January 2013.
The group is an equal opportunities employer. All job applicants and 
employees are treated fairly and on a merit basis, regardless of their 
race, gender, marital status, age, disability, religious belief or sexual 
orientation. Applications from disabled persons are always 
considered and where employees become disabled efforts are made 
to continue their employment within the group by giving training 
and the supply of equipment if necessary so that they are able to 
continue their role. 
All staff have the option to have interest free annual season ticket 
loans. To retain the group’s employees and to improve staff morale, 
the group ensures the need for employees to have an appropriate 
work/ life balance. Long service employees are entitled to additional 
annual leave dependent on their length of service. 
Employees who have been with group for more than one year are 
encouraged to join the group’s pension scheme. 
Substantial shareholdings
Substantial interests in the company’s shares as at 3 September 
2012 have been advised to the company as follows:
 Number Percentage  
  holding
Liontrust Asset Management 1,091,968 9.99%
Artemis Investment Management Limited 1,046,141 9.57%
C A J Macdonald 808,103 7.39%
R H Spencer 758,853 6.94%
Hargreave Hale & Co 691,268 6.32%
Kames Capital 658,740 6.03%
J M Gumpel 640,174 5.86%
Invesco Asset Management (UK) 331,912 3.04%
Political and charitable donations
No contributions were made for political purposes during the period 
(2011: £nil). 
The group made contribution of £15,000 (2011: £13,000) to the 
Brooks Macdonald Foundation, which is administered by the 
Charities Aid Foundation (CAF). Staff are encouraged to donate to 
charity in a tax efﬁcient manner through the Give As You Earn 
(GAYE) payroll giving scheme. 
The objective of the Foundation is to make charitable donations and 
review community activities, as suggested by employees, and to 
support employees’ participation in a wide range of activities 
involving both local and international charities. 
Payment policy 
The group and company do not apply a speciﬁc payment code.  
The payment of suppliers’ invoices is made in accordance with 
terms agreed with suppliers subject to the resolution of any 
disagreement regarding the supply. In the majority of cases, the 
terms agreed with suppliers are for payment within 30 days of their 
invoice date. At the year end, the average trade creditor for both 
the group and company was 39 days (2011: 28 days).
Events since the end of the year
Details of events after the statement of ﬁnancial position date are set 
out in note 30 to the ﬁnancial statements on page 50.
Report of the directors  Annual Report & Accounts 2012
17
Brooks Macdonald Group plc
Statement of Directors’ responsibilities
The directors are responsible for preparing the Annual Report and the 
ﬁnancial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare ﬁnancial statements 
for each ﬁnancial year. Under that law the directors have prepared 
the group ﬁnancial statements in accordance with International 
Financial Reporting Standards (IFRSs) as adopted by the European 
Union, and the parent company ﬁnancial statements in accordance 
with United Kingdom Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards and applicable law). Under 
company law the directors must not approve the ﬁnancial 
statements unless they are satisﬁed that they give a true and fair 
view of the state of affairs of the group and the company and of the 
proﬁt or loss of the group and company for that period. In 
preparing these ﬁnancial statements, the directors are required to:
 consistently;
 and prudent;
 applicable UK Accounting Standards have been followed, 
subject to any material departures disclosed and explained in 
the group and parent company ﬁnancial statements 
respectively;
 unless it is inappropriate to presume that the company will 
continue in business.
The directors are responsible for keeping adequate accounting 
records that are sufﬁcient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time the 
ﬁnancial position of the company and enable them to ensure that 
the ﬁnancial statements comply with the Companies Act 2006. They 
are also responsible for safeguarding the assets of the company and 
the group and hence for taking reasonable steps for the prevention 
and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of 
the group’s website. The work carried out by the auditors does not 
involve consideration of these matters and, accordingly, the auditors 
accept no responsibility for any changes that may have occurred to 
the ﬁnancial statements since they were initially presented on the 
website. Legislation in the United Kingdom governing the 
preparation and dissemination of ﬁnancial statements may differ 
from legislation in other jurisdictions.
Directors’ statement pursuant to the Disclosure and 
Transparency Rules
Each of the directors, whose names and functions are listed on the 
inside back cover, conﬁrm that, to the best of each person’s 
knowledge and belief:
 adopted by the EU and applicable UK Accounting Standards, 
give a true and fair view of the assets, liabilities, ﬁnancial 
position and proﬁt of the group and company; and
 fair review of the development and performance of the business 
and the position of the company and group, together with a 
description of the principal risks and uncertainties that they face.
Independent auditors
PricewaterhouseCoopers LLP have expressed their willingness to 
continue in ofﬁce as auditor and a resolution to re-appoint them will 
be proposed at the forthcoming Annual General Meeting.
Each of the persons who are directors at the time when this report is 
approved conﬁrms that:
(a)  so far as each director is aware, there is no relevant audit 
information of which the company’s auditors are unaware; and
(b)  the director has taken all the steps that he/she ought to have 
taken as a director in order to be aware of any relevant audit 
information and to establish that the company’s auditors are 
aware of that information.
Annual General Meeting
The 2012 Annual General Meeting will be held on 19 October 2012 
at 111 Park Street, Mayfair, London W1K 7JL. The notice of the 
meeting is attached on pages 58 onwards together with details of 
the resolutions proposed and explanatory notes.
 
Signed on behalf of the Board by:
S J Jackson 
Director
12 September 2012
Report of the directors  Annual Report & Accounts 2012 Brooks Macdonald Group plc
18
We have audited the group ﬁnancial statements of Brooks 
Macdonald Group plc for the year ended 30 June 2012 which 
comprise the Consolidated Income Statement, the Consolidated 
Statement of Comprehensive Income, the Consolidated Statement 
of Financial Position, the Consolidated Statement of Cash Flows, the 
Consolidated Statement of Changes in Equity and the related notes. 
The ﬁnancial reporting framework that has been applied in their 
preparation is applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ 
Responsibilities set out on page 17, the directors are responsible for 
the preparation of the ﬁnancial statements and for being satisﬁed 
that they give a true and fair view. Our responsibility is to audit and 
express an opinion on the ﬁnancial statements in accordance with 
applicable law and International Standards on Auditing (UK and 
Ireland). Those standards require us to comply with the Auditing 
Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only 
for the company’s members as a body in accordance with Chapter 3 
of Part 16 of the Companies Act 2006 and for no other purpose. We 
do not, in giving these opinions, accept or assume responsibility for 
any other purpose or to any other person to whom this report is 
shown or into whose hands it may come save where expressly 
agreed by our prior consent in writing.
Scope of the audit of the ﬁnancial statements
An audit involves obtaining evidence about the amounts and 
disclosures in the ﬁnancial statements sufﬁcient to give reasonable 
assurance that the ﬁnancial statements are free from material 
misstatement, whether caused by fraud or error. This includes an 
assessment of: whether the accounting policies are appropriate to 
the group’s circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of signiﬁcant accounting 
estimates made by the directors; and the overall presentation of the 
ﬁnancial statements. In addition, we read all the ﬁnancial and 
non-ﬁnancial information in the Annual Report to identify material 
inconsistencies with the audited ﬁnancial statements. If we become 
aware of any apparent material misstatements or inconsistencies we 
consider the implications for our report.
Opinion on ﬁnancial statements 
In our opinion the group ﬁnancial statements: 
 30 June 2012 and of its proﬁt and cash ﬂows for the year then 
ended;
 adopted by the European Union; and 
 Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Report of the Directors 
for the ﬁnancial year for which the group ﬁnancial statements are 
prepared is consistent with the group ﬁnancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, in 
our opinion: 
 are not made; or 
 require for our audit. 
Other matter
We have reported separately on the parent company ﬁnancial 
statements of Brooks Macdonald Group plc for the year ended  
30 June 2012. 
Marcus Hine (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London 
12 September 2012
Independent auditor’s report 
to the members of Brooks Macdonald Group plc Annual Report & Accounts 2012
19
Brooks Macdonald Group plc
Consolidated income statement 
for the year ended 30 June 2012
 Note 2012 2011 
  £’000  £’000
Revenue  3 53,288 52,178
Administrative expenses   (44,886) (44,950)
Operating proﬁt 4 8,402 7,228
Finance income  6 166 148
Finance cost 6 (48) (87)
Proﬁt before taxation  8,520 7,289
Taxation 7 (2,264) (1,846)
Proﬁt for the year attributable to owners of the parent  6,256 5,443
Earnings per share   
Basic 23 57.94p 51.92p
Diluted 23 57.08p 50.51p
 
 
Consolidated Statement of Comprehensive Income  
for the year ended 30 June 2012    
Proﬁt for the year attributable to owners of the parent   6,256 5,443
Revaluation of available for sale investments  7&12 27 45
Total comprehensive income for the year, net of tax  
attributable to owners of the parent   6,283 5,488
The accompanying notes from pages 23 to 50 form an integral part of the consolidated ﬁnancial statements. Annual Report & Accounts 2012 Brooks Macdonald Group plc
20
Consolidated statement of ﬁnancial position 
as at 30 June 2012
     
  Note 2012 2011 
   £’000  £’000
Assets
Non-current assets   
Intangible assets  10 10,432 6,023
Property, plant and equipment  11 2,367 1,892
Available for sale ﬁnancial assets  12 1,657 1,561
Deferred tax assets 13 - 1,495
Total non-current assets    14,456 10,971
Current assets    
Trade and other receivables  14 12,780 9,861
Cash and cash equivalents  15 13,489 16,808
Total current assets   26,269 26,669
Total assets   40,725 37,640 
Liabilities      
Non-current liabilities  17 (1,402)  (628) 
Current liabilities   
Trade and other payables    (13,845) (16,899)
Current tax liabilities  (79) (25)
Provisions  18 (1,689) (1,037)
Total current liabilities   16 (15,613) (17,961)
Net assets   23,710 19,051
Financed by:    
Equity    
Share capital  20 109 108
Share premium account  20 4,423 4,125
Other reserves  21 2,988 2,563
Retained earnings  16,190 12,255
Total equity   23,710 19,051
Approved and authorised for issue by the board of directors on 12 September 2012 and signed on its behalf by:
C A J Macdonald  S J Jackson 
Chief Executive  Finance Director 
Company registered number 4402058. 
The accompanying notes from pages 23 to 50 form an integral part of the consolidated ﬁnancial statements. Annual Report & Accounts 2012
21
Brooks Macdonald Group plc
Consolidated statement of cash ﬂows
for the year ended 30 June 2012
 Note 2012 2011 
  £’000  £’000
Cash inﬂow from operating activities    
Cash generated from operations  19 3,571 10,764 
Interest paid   - (52)
Taxation paid  (1,460) (2,492)
Net cash generated from operating activities   2,111 8,220
 
Cash ﬂow from investing activities  
Purchase of property, plant and equipment  (1,215) (484)
Purchase of intangible assets   (2,113) (402)
Sale of held to maturity investment  - 9
Acquisition of subsidiary company, net of cash acquired  19 - (2,871)
Purchase of available for sale asset  (63) (1,500)
Disposal of available for sale asset  - 194
Proceeds of sale of plant, property and equipment  6 
Proceeds of sale of land and buildings  - 60
Proceeds of sale of investment property  - 612
Interest received   166 148
Proceeds of sale of acquired relationships   - 401
Net cash used in investing activities  (3,219) (3,833)
 
Cash ﬂows from ﬁnancing activities   
Proceeds of issue of shares  298 721
Purchase of own shares by employee beneﬁt trust  (785) (981)
Repayment of borrowings   - (533)
Dividend paid to shareholders  (1,724) (1,161)
Net cash used in ﬁnancing activities  (2,211) (1,954)
Net (decrease)/increase in cash and cash equivalents  (3,319) 2,433
Cash and cash equivalents at start of year  16,808 14,375
Cash and cash equivalents at end of year 15 13,489 16,808
The accompanying notes from pages 23 to 50 form an integral part of the consolidated ﬁnancial statements.  Annual Report & Accounts 2012 Brooks Macdonald Group plc
22
Consolidated statement of changes in equity
for the year ended 30 June 2012
  Share Share  Available 
 Share  premium option Merger for sale Treasury Retained  
 capital account reserve  reserve reserve Shares earnings  Total 
Note 20 20 21 21 12 20   
 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Balance as at 1 July 2010 102 2,012 1,599 192 - - 8,505 12,410
Comprehensive income         
Proﬁt for the year - - -  - - - 5,443 5,443
Other comprehensive income         
Revaluation of available for sale ﬁnancial asset - - - - 45 - - 45
Total comprehensive income for the year  - - - - 45 - 5,443 5,488
 
Transactions with owners        
Share based payments transfer - - (448) - - -  448  -
Issue of shares for cash  6 2,113 - - - - - 2,119
Share based payments  - - 311 - -  - 311
Share based payments taxation - - 864 - - - - 864
Purchase of own shares by employee beneﬁt trust - - - - - (980) - (980)
Dividends paid  - - - - - - (1,161) (1,161)
Balance as at 30 June 2011 108 4,125 2,326 192 45 (980) 13,235 19,051
Comprehensive income        
Proﬁt for the year - - - - - - 6,256 6,256
Other comprehensive income        
Revaluation of available for sale ﬁnancial asset  - - - - 27 - - 27
Total comprehensive income for the year - -  - 27 - 6,256 6,283
Transactions with owners        
Share based payments transfer  - - (188) - - - 188 -
Issue of shares for cash  1 298 - - - - - 299
Share based payments  - - 702 - - - - 702
Purchase of own shares by employee beneﬁt trust - - - - - (785) - (785)
Share based payments taxation - - (116) - - - - (116)
Dividends paid  - - - - - - (1,724) (1,724)
Balance as at 30 June 2012 109 4,423 2,724 192 72 (1,765) 17,955 23,710
The accompanying notes from pages 23 to 50 form an integral part of the consolidated ﬁnancial statements.  Annual Report & Accounts 2012
23
Brooks Macdonald Group plc
General information
Brooks Macdonald Group plc is a public limited company, incorporated and domiciled in the United Kingdom.
The general accounting policies applied in the preparation of these ﬁnancial statements are set out below. These policies have been applied 
consistently to all the years presented unless otherwise stated.
1. Principal accounting policies
(a) Basis of preparation
  The consolidated ﬁnancial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the 
European Union, IFRIC interpretations, and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated ﬁnancial 
statements have been prepared under the historical convention, as modiﬁed by the revaluation of available-for-sale ﬁnancial assets. 
  The directors have, at the time of approving the ﬁnancial statements, a reasonable expectation that the company and the group have adequate 
resources to continue in operational existence in the foreseeable future. Thus they continue to adopt the going concern basis of accounting in 
preparing the ﬁnancial statements.
 Prior-year restatement
  Prior year other comprehensive income has been restated to exclude £448,000 relating to the vesting of share based payments which is now 
shown only in the statement of changes in equity. This restatement has no impact on either proﬁt after tax or shareholders’ funds.
(b) Changes in accounting policies 
 (1) New and amended standards adopted by the group
   There are no IFRSs or IFIC Interpretations that are effective for the ﬁrst time for the ﬁnancial year beginning on or after 1 July 2011 that 
would be expected to have a material impact on the group.
 (2)  New Standards and interpretations not yet adopted 
   A number of new standards and amendments to standards and interpretations are effective for annual periods on or after 1 July 2012,  
and have not been applied in preparing these consolidated ﬁnancial statements. None of these are expected to have a signiﬁcant effect  
on the consolidated ﬁnancial statements. 
(c) Critical accounting estimates and judgements
  The preparation of ﬁnancial information requires the use of assumptions, estimates and judgements about future conditions. Use of available 
information and application of judgement are inherent in the formation of estimates. Actual results in the future may differ from those reported. 
In this regard, management believes that the accounting policies where judgement is necessarily applied are those that relate to; the 
measurement of intangible assets, business combinations, provisions and the estimation of the fair value of share based payments.
  The estimation of the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period 
in which the estimate is revised if the revision only affects both current and future periods.
 Further information about key assumptions and areas involving estimation uncertainty are set out below. 
 Share based payments
  The group engages in share-based payments in respect of services received from certain employees. Estimating fair value for these payments 
requires determining the most appropriate valuation model and the inputs to that model. The assumptions and models used for estimating fair 
value are disclosed in note 22. The charge to the income statement in respect of share based payments is calculated using assumptions over the 
number of eligible employees leaving the group and the number of employees satisfying the relevant performance conditions. 
Notes to the consolidated ﬁnancial statements  Annual Report & Accounts 2012 Brooks Macdonald Group plc
24
Notes to the consolidated ﬁnancial statements 
1. Principal accounting policies - continued
(c) Critical accounting estimates and judgements - continued
  Intangibles and business combinations
  The group has acquired client relationships and new teams of fund managers as described in note 10 and in assessing the fair value of those 
assets the group has estimated the ﬁnite life based on the experience of existing client relationships. Acquired client relationship contracts and 
contracts acquired with fund managers are amortised over between ﬁve and thirty years on a straight line basis. Impairment reviews are 
performed where there is an indication of impairment.
  Where the purchase price of intangible assets or other businesses includes deferred consideration, the fair value is calculated based on 
management’s best estimate and discounted to present value using the group’s cost of capital. 
  Goodwill is recognised as an asset and is reviewed for impairment at least annually or when other occasions or changes in circumstances 
indicate that it might be impaired. This is done by calculating the recoverable amount of the cash generating unit and comparing this to the 
carry value of the goodwill. Key assumptions are disclosed on pages 35 and 36 and any impairment is recognised in the income statement and 
is not subsequently reversed.
 Provisions 
  Provisions are recognised when the directors determine that the recognition criteria under IAS37 is met. These are based on the best estimate of 
the fair value of the liability discounted to present value. The main provisions in the ﬁnancial statements relate to deferred consideration and 
amounts in respect of potential settlement of client complaints. These are assessed on a case by case basis. 
(d) Business combinations
 Basis of consolidation
  The group’s ﬁnancial statements comprise a consolidation of the ﬁnancial statements of the parent company (Brooks Macdonald Group plc) 
and its subsidiaries. The underlying ﬁnancial statements of the subsidiaries are prepared for the same reporting year as the parent company, 
using consistent accounting policies. Subsidiaries are entities controlled by the company and control exists when the company has the power to 
govern the ﬁnancial and operating policies of an entity so as to obtain beneﬁts from its activities. The ﬁnancial statements of the subsidiaries are 
included from the date on which control is transferred to the group to the date that control ceases.
 All intra-group transactions and balances are eliminated on consolidation.
  Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the aggregate 
amount of the consideration transferred, at the acquisition date irrespective of the extent of any minority interest. Acquisition costs incurred are 
charged to the income statement.
  When the group acquires a business, it assesses the ﬁnancial assets and liabilities assumed for appropriate classiﬁcation and designation in 
accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. 
  If the business combination is acquired in stages, the fair value of the groups’ previously held equity interest is re-measured as at the acquisition 
date and the difference is charged or credited to the income statement. Identiﬁable assets and liabilities assumed on acquisition are brought on 
to the balance sheet at their fair value at the date of acquisition.
  Any contingent consideration to be transferred by the group will be recognised at fair value at the acquisition date. Subsequent changes to the 
fair value of the contingent consideration is recognised in accordance with IAS 39 either in the income statement or as a change to other 
comprehensive income.
  Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the 
net fair value of the separately identiﬁable assets, liabilities and contingent liabilities of a subsidiary or associate at date of acquisition. In 
accordance with IFRS 3 Business combinations, goodwill is not amortised but reviewed annually for impairment and as such, is stated at cost 
 less any provision for impairment of value. Any impairment is recognised immediately in the income statement and not subsequently reversed.  Annual Report & Accounts 2012
25
Brooks Macdonald Group plc
1. Principal accounting policies - continued
(d) Business combinations - continued
   Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. On acquisition, any goodwill 
acquired is allocated to cash generating units for the purpose of impairment testing. If the cost of acquisition is less than the fair value of the net 
assets of the subsidiary acquired, the difference is recognised directly in the income statement.
 Impairment
  Goodwill and other intangible assets with indeﬁnite life are tested for impairment annually, and when there is an indication of impairment. For 
the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the group’s 
cash generating units that are expected to beneﬁt from the combination, irrespective of whether other assets or liabilities of the acquisition are 
assigned to those units.
  Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the 
operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. 
Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash 
generating unit retained.
(e) Fees, commissions and interest
  Portfolio and other management advisory and custody services are billed in arrears and are recognised over the period the service is provided. 
These fees are calculated on the basis of a percentage of the value of the portfolio over the period the service is provided. Dealing charges are 
levied at the time the deal is placed for the client. Fees are recognised when the fee amount can be estimated reliably and it is probable that the 
fee will be receivable.
   Financial consulting fees are charged to clients using an hourly fee rate or by a ﬁxed fee arrangement and are recognised over the period the 
service is provided. Commissions receivable and payable are accounted for in the period which they are earned.
  Where amounts are due conditional on the successful completion of fund raising for investment vehicles revenue is recognised where in the 
opinion of the directors, there is a reasonable certainty that sufﬁcient funds have been raised to enable the successful operation of that 
investment vehicle. Amounts due on an annual basis for the management of third party investment vehicles are recognised on a time 
apportioned basis over the period they are earned.
  The group earns a performance fee, carried interest receivable, on funds it manages on behalf of its investors. Carried interest receivable is 
recognised where, at the balance sheet date, the performance criteria have been met based on the valuations of funds. Carried interest that has 
been earned, but where the amounts are not yet due for payment, is discounted to its present value. They are included in the current liabilities 
on the balance sheet.
 Interest is recognised on an accruals basis.
(f) Cash and cash equivalents 
  Cash comprises cash in hand and deposits held at call with banks. Cash equivalents comprise short term highly liquid investments with a 
maturity of less than three months from the date of acquisition.
(g)  Share based payments
 Equity schemes 
  The group provides equity share-based transactions in respect of services received from certain employees. The fair value of the services received 
is measured by reference to the fair value of the shares or share options granted on the date of the grant and this cost is recognised in the 
income statement over the service period, with a corresponding credit to equity. 
 
Notes to the consolidated ﬁnancial statements  Annual Report & Accounts 2012 Brooks Macdonald Group plc
26
1. Principal accounting policies - continued
(g)  Share based payments - continued
 Cash settled share based schemes 
  The group provides cash settled share based transactions in respect of services received from certain employees. On the grant date, the liability 
incurred is measured at fair value. The liability is re-measured at the end of each reporting period and at the date of settlement, with any 
changes in fair value recognised in the income statement. The cost of the employee services received in respect of this scheme is recognised in 
the income statement over the period that services are provided.
  The fair value of the options granted for both equity and cash settled schemes is determined using option pricing models, which take into 
account the exercise price of the option, the current share price, the risk free interest rate, the expected volatility of the company’s share price 
over the life of the option/award and other relevant factors. The income statement charge is calculated based on this fair value and a best 
estimate of the number of options expected to vest.
(h) Segmental reporting 
  The group determine and presents operating segments based on the information that is provided internally to the group board which is the 
group’s chief operating decision maker. 
 (i)  Fiduciary activities 
  The group commonly acts as trustees and in other ﬁduciary capacities that result in the holding or placing of assets on behalf of individuals, 
trusts, retirement beneﬁt plans and other institutions. These assets and income arising thereon are excluded from these ﬁnancial statements,  
as they are not assets of the group.
  The group holds money on behalf of some clients in accordance with the client money rules of the Financial Services Authority. Such monies 
and the corresponding liability to clients are not included within the balance sheet as the group is not beneﬁcially entitled thereto.
(j) Property, plant and equipment 
  All property plant and equipment is included in the balance sheet at historical cost less accumulated depreciation and any provisions for 
impairment. Costs include the original purchase cost of the asset and the costs attributable to bringing the asset to its working condition for its 
intended use.
  Provision is made for depreciation rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected 
useful life, using a straight line method as follows:
Fixtures and ﬁttings   4 to 6.67 years 
Equipment   5 years
Leasehold improvements   over the term of the lease
Long leasehold property    50 years 
  The assets’ residual lives are reviewed, and adjusted if appropriate, at the balance sheet date. Gains and losses on disposals are determined by 
comparing proceeds with the carrying amount. These are included in the income statement. 
Notes to the consolidated ﬁnancial statements  Annual Report & Accounts 2012
27
Brooks Macdonald Group plc
1. Principal accounting policies - continued
(k) Intangible assets
  The amortisation of intangible assets is charged to administrative expenses in the income statement on a straight line basis over their estimated 
useful lives (ﬁve to thirty years). These are reviewed each year and an assessment of the recoverable amount of the assets is performed where 
there is an indication of impairment.
 Acquired client relationship contracts
  Client relationships are recognised when acquired by the group as part of a business combination or when separate payments are made to 
acquire funds under management by adding teams of investment managers. Client relationships are initially recognised at cost and are 
subsequently measured at cost less accumulated amortisation and any impairment losses. If acquired as part of a business combination the 
initial cost of client relationships is the fair value at the acquisition date. 
 Contracts acquired with fund managers 
 Payments made to acquire contracts with fund managers are stated at cost and amortised on a straight line basis over ﬁve years.
 Computer software
 Software costs are amortised over their estimated useful lives of four years straight line basis.
 (l) Financial assets 
  The group classiﬁes ﬁnancial assets in the following categories; available for sale, held to maturity and as loans and receivables. The classiﬁcation 
depends on the purpose for which the ﬁnancial assets were acquired. Management determines the classiﬁcation of its ﬁnancial assets at the 
initial recognition.
 Loans and receivables 
  Loans and receivables are non-derivative assets with ﬁxed or determinable payments that are not quoted in an active market. They included in 
current assets except for maturities greater than 12 months after the end of the reporting period. These are classiﬁed as non- current assets. The 
group’s loans and receivables comprise “trade and other receivables”.
 Available for sale
  Available for sale ﬁnancial assets are non-derivatives that are either designated in this category or not classiﬁed in any of the other categories. 
They are included in non current assets unless the investment matures or management intends to dispose of it within 12 months of the end of 
the reporting period. Available for sale ﬁnancial assets are initially recognised at cost and subsequently carried at fair value and their value is 
based on the current bid prices of the asset as quoted in active markets. 
  Where trading of shares is suspended, the ﬁnancial asset is valued by the directors using primary valuation techniques such as underlying net 
asset value, earnings multiples, recent transactions and discounted cash ﬂow techniques. 
 Held-to-maturity investments
  Held-to-maturity ﬁnancial assets are non-derivative ﬁnancial assets with ﬁxed or determinate payments and ﬁxed maturities that the group’s 
management has the positive intention and ability to hold to maturity. If the group were to sell other than an insigniﬁcant amount of held-to 
maturity ﬁnancial assets, the whole category would be tainted and reclassiﬁed as available for sale. Held to maturity assets investments are 
measured at amortised cost. 
(m) Provisions
  Provisions are recognised when the group has a present obligation as a result of a past event which it is probable will result in an outﬂow of 
economic beneﬁts that can be reliably estimated. 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.
Notes to the consolidated ﬁnancial statements  Annual Report & Accounts 2012 Brooks Macdonald Group plc
28
Notes to the consolidated ﬁnancial statements 
1. Principal accounting policies - continued
(m) Provisions - continued
 Client compensation 
 Complaints are assessed on a case by case basis and provisions for compensation are made where judged necessary.
 Deferred consideration
 Deferred consideration is provided for based on the fair value of the consideration discounted to present value using the relevant cost of capital.
(n) Foreign currency translation
  The functional and presentation currency is pound sterling. Foreign currency transactions are translated using the exchange rate prevailing at 
the transaction date. At the balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the 
rates prevailing at the balance sheet date. Foreign exchange gains and losses resulting from settlement of such transactions and from the 
translation of period end monetary assets and liabilities are recognised in the income statement.
(o) Retirement beneﬁt costs
 Contributions in respect of the group’s deﬁned contribution retirement scheme are charged to the income statement as they fall due.
(p) Taxation 
  Tax on the proﬁt or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the 
year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
  Deferred tax is 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 group ﬁnancial statements. Deferred tax assets and liabilities are measured at the tax rates that are expected to 
apply to the period when the asset is realised or the liability settled based on its tax rates (and laws) that have been enacted or substantially 
enacted by the balance sheet date.
  Deferred tax assets are recognised to the extent that it is probable that future taxable proﬁt will be available against which the 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 taxes and liabilities relate to income taxes levied by the same taxation authority on either authority on 
either the taxable entity or different taxable entities where there is an intention to settle on a net basis.
(q) Trade receivables 
  Trade receivables are recognised and carried at original invoice amount less an allowance for any uncollectable amounts. Doubtful debts are 
provided for when the collection of the full amount is no longer probable, whilst bad debts are written off when identiﬁed.
(r) Trade payables 
  Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 
payable are classiﬁed as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer).  
If not they are presented as non-current liabilities.
  Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Annual Report & Accounts 2012
29
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
1. Principal accounting policies - continued
(s) Operating lease payments 
  Rents due under operating leases are charged to the income statement on a straight line basis over the term of the lease. Where leases which 
have lease incentives, such as rent- free periods, the beneﬁt of these incentives is recognised over the lease term.
(t) Financial instruments 
  The group classiﬁes ﬁnancial instruments, or their component parts, on initial recognition as a ﬁnancial asset, a ﬁnancial liability or an equity 
instrument in accordance with the substance of the contractual arrangement. Financial instruments are recognised on the balance sheet at fair 
value when the group becomes a party to the contractual provisions of the instrument.
(u) Employee Beneﬁt Trust (EBT)
  The company provides ﬁnance to an EBT to purchase the company’s shares on the open market to meet its obligation to provide shares when 
an employee exercises certain options or awards. The administration and ﬁnance costs connected with the trust are charged to the income 
statement as they are incurred. The cost of the shares held by the EBT is deducted from equity. A transfer is made between other reserves and 
retained earnings over the vesting periods of the related share options or awards to reﬂect the ultimate proceeds receivable from employees on 
exercise. The Trustees have waived their rights to receive dividends on the shares.
  The EBT is considered to be a Special Purpose Entity (SPE) where the substance of the relationship between the group and the SPE indicates that 
the SPE is controlled by the group - in substance, the activities of the trust are being conducted on behalf of the group according to its speciﬁc 
business needs in order to obtain beneﬁts from its operation. On this basis, the assets held by the trust are consolidated into the group’s 
ﬁnancial statements.
(v) Share capital
 Ordinary share capital is classiﬁed as equity. 
  Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax from  
the proceeds.
  Where the group company purchases the company’s equity share capital (treasury shares) the consideration paid, including any directly 
incremental costs (net of income taxes) is deducted from equity attributable to the company’s equity holders until the shares are cancelled  
or reissued. Where such ordinary shares are subsequently reissued any consideration received, net of any directly attributable incremental 
transaction costs and the related income tax effects is included in the equity attributable to the company’s equity. 
(w) Dividend distribution
  Dividend distribution to the company’s shareholders is recognised as a liability in the group’s ﬁnancial statements in the period in which the 
dividends are approved by the company’s shareholders. Annual Report & Accounts 2012 Brooks Macdonald Group plc
30
2.  Segmental information
For management purposes the group’s activities are organised into three operating divisions: investment management, ﬁnancial planning, and with 
the acquisition of Braemar Group Limited on 6 July 2010, niche fund and property management. The group’s other activity, offering nominee and 
custody services to clients, has been included in investment management. These divisions are the basis on which the group reports its primary 
segmental information. 
 Revenues and expenses are allocated to the business segment that originated the transaction. Revenues and expenses that are not directly originated 
by a business segment are reported as unallocated. Sales between segments are carried out at arm’s length. Centrally incurred expenses are allocated 
to business segments on an appropriate pro-rata basis. Segmental assets and liabilities comprise operating assets and liabilities, being the majority of 
the balance sheet.
 In accordance with IFRS 8 ‘Operating Segments’, disclosures are required to reﬂect the information which the board uses internally for evaluating the 
performance of its operating segments and allocating resources to those segments. The information presented in this note follows the presentation 
for internal reporting to the group board.
 
 Investment Financial Funds   
 management planning & Estates Total 
Year ended 30 June 2012 £ ’000 £ ’000 £ ’000 £ ’000
Total revenues 50,387 2,955 3,236 56,578
Intercompany revenues (2,465) (825) - (3,290)
External revenues 47,922 2,130 3,236 53,288
Segmental result 10,255 67 (1,057) 9,265
Unallocated items    (745)
Proﬁt before tax    8,520
Taxation    (2,264)
Proﬁt for the year    6,256
 Investment Financial Funds   
 management planning & Estates Total 
Year ended 30 June 2011 £ ’000 £ ’000 £ ’000 £ ’000
Total revenues 49,021 2,843 3,123 54,987
Intercompany revenues (1,971) (838) - (2,809)
External revenues 47,050 2,005 3,123 52,178
Segmental result 9,744 29 (637) 9,136
Unallocated items    (1,847)
Proﬁt before tax    7,289
Taxation    (1,846)
Proﬁt for the year    5,443
Geographical analysis 
The group’s operations are all located in the United Kingdom.
Major Clients 
The group is not reliant on any one client or group of connected clients for the generation of its revenues.
Notes to the consolidated ﬁnancial statements  Annual Report & Accounts 2012
31
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
3.  Revenue
  2012 2011 
  £’000 £’000
Fee income  48,479 48,527
Financial services commission  4,809 3,651
  53,288 52,178
4. Operating proﬁt
  2012 2011 
  £’000 £’000
This is stated after charging/(crediting):
Staff costs (see note 5)  20,477  21,697
Auditors’ remuneration (see below)  206 147
Depreciation  734 708
Financial Services Compensation Scheme Levy (see below)  235 545
Amortisation  530 331
Proﬁt on foreign exchange   - (2) 
A more detailed analysis of auditors’ remuneration is provided below:   
  2012 2011 
  £’000 £’000
Fees payable to PricewatehouseCoopers LLP and its associates:    
–  Group audit fee   32 30
Fees payable to PricewatehouseCoopers LLP and its associates for other services:  
– The audit of the company’s subsidiaries pursuant to legislation  88 85
– Other services pursuant to legislation   11 10
– Other services relating to taxation  12 8
– Services relating to remuneration  14 -
– All other services   49 14
   206 147
Financial Services Compensation Scheme levies 
In respect of the 2011/2012 levy year the group paid a levy to the Financial Services Compensation Scheme of £235,000.
In respect of the year ended 30 June 2011, the Financial Services Compensation Scheme billed an additional levy of £545,000 in respect of the 
2010/2011 levy year.
An estimated accrual for this was recognised in the 2011 accounts. The bill was settled during the 2012 ﬁnancial year and the excess amount over 
the original estimate was charged to the current year income statement.
The 2012 accounts also include an accrual for the 2012/13 annual levy based on 2011 eligible income.
The directors are not currently aware of any additional levies relating to the 2011/12 ﬁnancial year and thus no further provisions have been made. Annual Report & Accounts 2012 Brooks Macdonald Group plc
32
Notes to the consolidated ﬁnancial statements 
5. Employee information 
(a)  Staff costs
  2012 2011 
  £’000 £’000
Wages and salaries  16,648 15,145
Social security costs  1,866 1,441
Pension costs  570 578
Share based payments   1,393 4,533
  20,477 21,697
Pension costs are in respect of a deﬁned contribution retirement scheme.
(b)  The average monthly number of employees during the year including directors was made up as follows:
  2012 2011
Professional staff  99 90
Support staff  185 145
  284 235
(c)  Directors’ emoluments
Key management personnel are considered to comprise only the company directors.
  2012 2011 
  £’000 £’000
Salaries  2,794 2,832
Non executive directors’ fees  126 89
Beneﬁts in kind  22 18
  2,942 2,939
Pension contributions- deﬁned contribution retirement scheme  208 181
  3,150 3,120
Amounts receivable under the phantom share scheme and other long term incentive plans  2,974 -
Gains on the exercise of EMI and Sharesave share options   326 1,299
   
Highest paid director   
Remuneration and beneﬁts in kind  554 612
Pension contribution to deﬁned contribution retirement scheme   32 32
  586 644
Gain on the exercise of EMI and Sharesave share options  108 56
Amounts receivable under the phantom share scheme and other long term incentive plans 270 -
Retirement beneﬁts are accruing to eight directors (2011: eight) under a deﬁned contribution retirement scheme. Annual Report & Accounts 2012
33
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
6. Finance income
  2012 2011 
  £’000 £’000
Bank interest  163 148
Other interest-tax repayment supplement   3 -
  166 148
  2012 2011 
Finance expense  £’000 £’000
Bank interest  - 50
Other interest-deferred consideration  48 37
  48 87
7. Taxation
  2012 2011 
  £’000 £’000
The tax charge on the proﬁt on ordinary activities for the period was as follows:  
UK corporation tax @ 25.5% (2011: 27.5%)  1,866 2,141
Under provision in prior years  6 33
Total current tax  1,872 2,174
Total deferred tax  392 (328)
Income tax expense  2,264 1,846
The tax on the group’s proﬁt before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to 
proﬁts of the consolidated entities as follow:
    
  2012 2011 
  £’000 £’000
Factors affecting the charge for the year    
Proﬁt on ordinary activities before tax  8,520 7,289
   
Proﬁt on ordinary activities multiplied by the standard  
   rate of tax in the UK of 25.5% (2011: 27.5%)  2,173 2,005
Tax effect of :   
Disallowable expenses  102 52
Non-taxable income  (116) (238)
Under provision in prior years  6 33
Effect of change in corporation tax rate  99 (6)
Tax charge  2,264 1,846
  Annual Report & Accounts 2012 Brooks Macdonald Group plc
34
Notes to the consolidated ﬁnancial statements 
7. Taxation – continued
The deferred taxation charge of £392,000 (2011: credit £328,000) represents a charge of £415,000 (2011: credit £227,000) arising out of the share 
option reserve at the balance sheet date and a credit of £23,000 (2011: credit £101,000) relating to accelerated capital allowances.
From 1 April 2012, the Finance Act 2012 reduced the rate of corporation tax from 26% to 24% with effect from 1 April 2012. As a result the 
effective rate of corporation tax applicable to the company during the year ended 30 June 2012 was 25.5% (2011:27.5%). 
In addition to the changes in rates of corporation tax disclosed above a number of further changes to the UK Corporation tax system were 
announced in March 2011 proposing that the main rate of UK Corporation tax rate be reduced to 23%. At 30 June 2012 only an element of this 
reduction, taking the UK rate to 24%, had been substantively enacted. Consequently the tax rate used in the determining the deferred tax assets 
and liabilities is 24% (2011:26%).
The tax charge relating to the components of comprehensive income is as follows:
  2012 2011 
  £’000 £’000
Revaluation of available for sale investments   33 61
Tax charge  (6) (16)
Comprehensive income  27 45
8. Business combinations
Prior period
On 6 July 2010, Brooks Macdonald Group plc completed the acquisition of 100% of the issued share capital of Braemar Group plc (BG) at a price of 
2.25p for each ordinary share. The price of 2.25p for each share was determined by the directors using the discounted cash ﬂows of the future 
income of BG and the fair value of the assets and liabilities of BG. BG has two core divisions: Braemar Securities which designs, promotes and 
manages niche structured ﬁnancial products in the property sector through open ended investment companies and closed end residential funds; 
and Braemar Estates (BE) which manages property assets on behalf of the funds and other clients. At the date of the acquisition the value of the 
funds was approximately £45million and BE managed approximately 3,100 properties in the UK with a combined value of over £500 million.
The acquisition of this range of property funds has enabled the group to strengthen its position in the specialist fund management market. 
Acquisition costs of £400,000 have been expensed in the income statement. 
The total consideration of £4,118,780 of was satisﬁed by cash of £3,033,000 in respect of 123,869,000 ordinary shares and outstanding share 
options in BG and by the issue of 140,000 new shares in Brooks Macdonald Group plc, with a value of £1,086,000, to the management of BG in 
exchange for their aggregate holding of 48,257,000 ordinary shares. The fair value of the 140,000 ordinary shares issued as part of the consideration 
for Braemar Group plc was based on the published market price of £7.764 per share, being the volume weighted average price of Brooks Macdonald 
Group plc shares over the ﬁve dealing days prior to the announcement date, 8 June 2010.
At the date of the acquisition the assets and liabilities acquired were detailed in note 8 of the 2011 Annual Report and Accounts. 
There have been no business combinations during the current period. Annual Report & Accounts 2012
35
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
9. Dividends 
  2012 2011 
  £’000 £’000
Paid ﬁnal dividend of 10p (2011: 6p)  1,082 631
Paid interim dividend of 6p (2011: 5p)  642 530
  1,724 1,161
   
Proposed ﬁnal dividend of 12.5p (2011: 10p)  1,365 1,079
The ﬁnal dividend is payable on 24 October 2012 to shareholders on the register at the close of business on 21 September 2012 subject to approval 
by the shareholders at the Annual General Meeting. 
10. Intangible assets
    Acquired client Contracts acquired 
  Goodwill  Software relationship contracts with fund managers Total 
  £’000 £’000 £’000 £’000 £’000
Cost     
At 1 July 2011 3,550 87 2,056 1,850 7,543
Additions - 5 4,811 123 4,939
Disposals  - (2) - - (2)
At 30 June 2012 3,550 90 6,867 1,973 12,480
     
Accumulated amortisation     
At 1 July 2011 - 23 229 1,268 1,520
Charge for the year - 25 307 198 530
Disposals - (2) - - (2)
At 30 June 2012 - 46 536 1,466 2,048
     
Net book value     
At 30 June 2011 3,550 64 1,827 582 6,023
At 30 June 2012 3,550 44 6,331 507 10,432 Annual Report & Accounts 2012 Brooks Macdonald Group plc
36
Notes to the consolidated ﬁnancial statements 
10. Intangible assets – contined
    Acquired client Contracts acquired 
  Goodwill  Software relationship contracts with fund managers Total 
  £’000 £’000 £’000 £’000 £’000
Cost     
At 1 July 2010 - - 1,585 1,496 3,081
Additions 3,592 87 830 354 4,863
Disposals  (42) - (359) - (401)
At 30 June 2011 3,550 87 2,056 1,850 7,543
     
Accumulated amortisation      
At 1 July 2010 - - 88 1,101 1,189
Charge for the year - 23 141 167 331
At 30 June 2011 - 23 229 1,268 1,520
     
Net book value     
At 30 June 2010 - - 1,497 395 1,892
At 30 June 2011 3,550 64 1,827 582 6,023
Goodwill relates to the Braemar operating segment which is treated as one cash generating unit (CGU). 
The recoverable amount of Braemar has been determined based on value-in-use calculations. These calculations use pre-tax cash ﬂow projections 
based on ﬁnancial budgets approved by management covering a ﬁve-year period with nil net growth in cash ﬂows assumed for years 4 and 5. From 
2018 cash ﬂows are extrapolated using the estimated long-term growth rate stated below.
The key assumptions used for the value-in-use calculation are the discount rate, short-term growth in funds under management and the long term 
growth rate. The discount rate used of 10% is pre-tax and reﬂects speciﬁc risks relating to Braemar business. It has been calculated based on a risk 
free rate of 3%. 
The long term growth rate of 1% does not exceed the long-term average growth rate for the real estate business in which the CGU operates.
Management has determined budgeted growth in funds under management for all of the product types and share classes. These have been based 
on past performance and expectations of market development and investor sentiment speciﬁc to those products. 
The total monthly fund raising across all of the funds has been assumed to be at a monthly average of between £5.8m and £12.1m for the three 
years to June 2015. New product launches are assumed to generate incremental funds in the ﬁrst year only of some £100m. No further new product 
launches are assumed beyond this period as currently no further new products have yet been identiﬁed. 
All income from the funds business is assumed to grow at 1% for each of the ﬁnal two years of the ﬁve-year forecast, which is signiﬁcantly below 
both long-term forecasts for inﬂation and the long-term growth rate in the fund management industry. 
The outcome of the calculation gives headroom of £2.1m above the carrying value of goodwill. 
A reduction in the growth assumptions of 16% of the total monthly fund raising across all funds would lead to an impairment. An increase in the 
discount rate to 14% would also create an impairment. Annual Report & Accounts 2012
37
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
11.  Property, plant and equipment 
     Equipment and 
  Land and  Vehicles and Fixtures and leasehold  
  buildings  machinery ﬁttings improvements Total 
  £’000 £’000 £’000 £’000 £’000
Cost     
At 1 July 2011 - - 696 3,643 4,339
Additions - - 736 479 1,215
Disposals  - - (15) (51) (66)
At 30 June 2012 - - 1,417 4,071 5,488
     
Accumulated depreciation     
At 1 July 2010 - - 295 2,152 2,447
Charge for the year - - 154 580 734
Disposals - - (15) (45) (60)
At 30 June 2012 - - 434 2,687 3,121
     
Net book value     
At 30 June 2011 - - 401 1,491 1,892
At 30 June 2012 - - 983 1,384 2,367
     Equipment and 
  Land and  Vehicles and Fixtures and leasehold  
  buildings  machinery ﬁttings improvements Total 
  £’000 £’000 £’000 £’000 £’000
Cost     
At 1 July 2010 - - 612 3,198 3,810
Additions on acquisition of subsidiary at fair value 86 3 11 34 134
Additions - - 73 411 484
Disposals  (86) (3) - - (89)
At 30 June 2011  - - 696 3,643 4,339
     
Accumulated depreciation     
At 1 July 2010 - - 197 1,571 1,768
Charge for the year 27 1 98 581 707
Disposals (27) (1) - - (28)
At 30 June 2011 - - 295 2,152 2,447
     
Net book value     
At 30 June 2010 - - 415 1,627 2,042
At 30 June 2011 - - 401 1,491 1,892
      Annual Report & Accounts 2012 Brooks Macdonald Group plc
38
Notes to the consolidated ﬁnancial statements 
12. Available for sale ﬁnancial assets
  2012 2011 
  £’000 £’000
At 1 July 2011  1,561 194
Disposals (note a)  - (194)
Additions (note b)  63 1,500
Gain from changes in fair value  33 61
At 30 June 2012 1,657 1,561
This balance relates primarily to a £1.5m investment in Braemar PCC Limited.
(a) Disposals prior year
During 2011, the group acquired 100% of the issued share capital of Braemar Group plc as detailed in note 8 to the ﬁnancial statements and its 
results have been consolidated from the date of acquisition. The brought forward available for sale investment in Braemar Group plc shares is 
therefore shown as a disposal in the prior year. There was no movement in the share price from the date of acquisition to the date of disposal. 
(b)  Additions
Additions of £62,500 represent interest in the share capital of UK Farming plc of £50,000, and the interest in the shares of GRIF plc of £12,500 
(2011: £1,500,000 purchase of units in Braemar PCC Limited Student Accommodation Cell – B Shares). 
The market value of the investments at 30 June 2012 was £1,657,000 (2011: £1,561,000). The investments are held at fair value based on quoted 
prices. Trading is currently suspended on Braemar PCC Limited Student Accommodation Cell, however the Manager continues to publish a price 
based on the value of the underlying assets in the fund. The directors do not consider that a discount is required to these prices.
13. Deferred income tax 
Deferred income tax assets are only recognised to the extent that it is probable that future taxable proﬁt will be available against which the 
temporary differences can be utilised.
 An analysis of deferred tax liabilities and deferred tax assets is as follows:
  2012 2011 
  £’000 £’000
Deferred tax assets
Deferred tax assets to be recovered after more than 12 months   260 242
Deferred tax assets to be recovered within 12 months  408 1,313
  668 1,555
Deferred tax liabilities   
Deferred tax liability to be recovered after more than 12 months   (672) (16)
Deferred tax liability to be recovered within 12 months  (21) (44)
  (693) (60)
   
Deferred tax(liabilities)/assets  (25) 1,495 Annual Report & Accounts 2012
39
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
13. Deferred income tax – continued
The gross movement on the deferred income tax account is as follows:
  2012 2011 
  £’000 £’000
At 1 July 2011  1,495 1,181
Income statement (charge)/ credit (note 7)  (392) 328
Tax charge relating to components of other comprehensive income   (6) (16)
Tax (charged)/credited to equity   (473) 2
Intangible asset amortisation  (649) -
At 30 June 2012  (25) 1,495
The movement on the deferred tax income tax assets and liabilities during the year is as follows:
Deferred tax assets 
  Share based payments  Total 
  £’000 £’000
At 1 July 2010  1,326 1,326
Credited to the Income statement   227 227
Credited directly to equity  2 2
At 30 June 2011  1,555 1,555
   
At 1 July 2011  1,555 1,555
Charge to the income statement  (414) (414)
Charged to equity  (473) (473)
At 30 June 2012  668 668
Deferred tax liabilities     
   Accelerated tax  Fair value Intangible 
   depreciation gains  asset amortisation Total 
    £’000  £’000 £’000  £’000 
At 1 July 2010  145 - - 145
Credit to the income statement   (101) - - (101)
Charge to the comprehensive income   - 16 - 16
At 30 June 2011  44 16 - 60
    
At 1 July 2011  44 16 - 60
On acquisition of subsidiaries  - - 649 649
Credit to the income statement  (22) - - (22)
Charged to comprehensive income   - 6 - 6
At 30 June 2012  22 22 649 693 Annual Report & Accounts 2012 Brooks Macdonald Group plc
40
14. Trade and other receivables
  2012 2011 
  £’000 £’000
Trade receivables   1,719 1,080
Other receivables   1,123 415
Prepayments and accrued income  9,938 8,366
  12,780 9,861
15. Cash and cash equivalents 
  2012 2011 
  £’000 £’000
Cash at bank   13,470 16,800 
Cash held in employee beneﬁt trust  19 8
  13,489 16,808
Cash and cash equivalents are distributed across a range of ﬁnancial institutions with high credit ratings in accordance with the group’s treasury policy. 
Cash at bank comprises current accounts and immediately accessible deposit accounts.
16. Current liabilities
  2012 2011 
  £’000 £’000
Trade payables   2,699 1,790
Corporation tax liabilities  79 25
Other taxes and social security  1,333 1,291
Other payables   308 1,046
Accruals and deferred income  9,505 12,772
Provisions (note 18)  1,689 1,037
At 30 June 2012  15,613 17,961
Included in accruals and deferred income is an accrual of £985,000 (2011: £5,040,000) in respect of the phantom share option scheme granted in 
October 2008 and October 2009. In respect of the phantom schemes granted in April 2011, October 2010 and July 2010, the amounts accrued 
have been included in non-current liabilities. The schemes are cash settled plans and payments are made to participants in respect of awards in the 
form of cash made payable by the subsidiary undertakings. The phantom scheme is awarded at no cost to the participants. The amount that is 
ultimately payable to the participants of the scheme is equal to the increase in market value of the ordinary shares determined after a three year 
vesting period. The award will be vested after three years to the extent that the performance conditions are satisﬁed. These awards will be forfeited 
in total if the performance fails to meet the minimum criteria at the discretion of the board. The options granted were valued on the basis of the 
market prices at the time the options were granted and were calculated using the Black Scholes model, details of which are given in note 22. 
The total charge for all phantom schemes in the year was £651,000 (2011: £4,222,000).
 2012 2012 2011 2011 
 Number of  Weighted average Number Weighted average 
Phantom Schemes options base price £ of options base price £
At 1 July 2011 595,603 3.235 516,500 2.401
Granted in the year - - 167,103 8.129
Forfeited in the year - - (88,000) 7.631
Exercised in the year (462,500) 2.185 - -
At 30 June 2012 133,103 6.875 595,603 3.235
Notes to the consolidated ﬁnancial statements  Annual Report & Accounts 2012
41
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
17. Other non-current liabilities
  2012 2011 
  £’000 £’000
At 1 July 2011   
Deferred income tax liabilities (note 13)  25 -
At 30 June  25 -
   
At 1 July 2011  626 1,445
Phantom share save scheme   244 567 
Transfer phantom share save scheme to current liabilities   (452) (1,386)
At 30 June 2012  418 626
   
Other payables   - 2
Deferred consideration on acquisition of acquired client relationships   959 -
At 30 June 2012  959 2
   
Total other non-current liabilities at 30 June 2012  1,402 628
18. Provisions
  2012 2011 
Client compensation provision  £’000 £’000
At 1 July 2011  243 377
   
Charged to income statement  182 245
Unused amount credited to income statement   - (230)
Net charge to income statement   182 15
Paid during the year  (86) (149)
At 30 June 2012  339 243
   
Deferred contingent consideration   
At 1 July 2011  794 -
Transfer from non-current liabilities   - 757
Deferred consideration on acquisition of acquired client relationships   1,267 -
Interest charge  - 37
Amount paid   (711) -
At 30 June 2012  1,350 794
  
Total provisions at 30 June 2012  1,689 1,037 Annual Report & Accounts 2012 Brooks Macdonald Group plc
42
18. Provisions – continued
Provisions for client compensation payments relate to the potential liability resulting from client complaints against the group. The complaints are 
assessed on a case by case basis and provisions for compensation are made where judged necessary. Complaints are on average settled within eight 
months (2011: eight months) from the date of notiﬁcation of the complaint.
Deferred contingent consideration accrued at 30 June 2011 relates to the funds acquired by Brooks Macdonald Asset Management Limited from 
Lawrence House Fund Managers Limited (now called Brooks Macdonald Asset Management (Tunbridge Wells) Limited). The ﬁnal amount of £711,000 
was paid on 23 September 2011 based on the value of the funds acquired after 24 months from the date of acquisition.
On 31 October 2011, Brooks Macdonald Asset Management Limited acquired the client relationship contracts of Clark Willmott LLP based in Taunton 
Somerset for an initial consideration of £1,985,000. 
An additional amount will be payable in two tranches at 12 months and 24 months after the date of completion date. The total consideration will be 
based on a maximum of 3.25% of the total discretionary funds under management acquired, split across the respective payment dates with the total 
consideration subject to a maximum of £6,000,000. Management’s current best estimate of the total consideration is £4,162,000. The deferred 
consideration has been fair valued based on discounted cashﬂows.
19. Notes to cash ﬂows 
  2012 2011 
  £’000 £’000
Operating proﬁt before taxation  8,402 7,228
Depreciation   734 680
Amortisation of intangible assets  530 331
Proﬁt on disposal of assets   - (42)
Increase in receivables  (2,920) (5,194)
(Decrease)/increase in payables  (4,319) 8,409
Increase in provisions  652 623
Decrease in non-current liabilities  (210) (1,582)
Share based payments  702 311
Cash generated from operations     3,571 10,764
In the year ended 30 June 2011, the group obtained control of Braemar Group Limited, as detailed in note 8. The fair values of the assets acquired 
and liabilities assumed were as follows:
   £’000
Intangibles   4,461
Non current assets   751
Cash and cash equivalents    162
Other current assets   873
Current liabilities   (2,128)
Total purchase price paid    4,119
Less: issue of shares    (1,086)
Cash paid   3,033
Less: cash of subsidiary acquired    (162)
Cash paid to obtain control net of cash acquired   2,871
Notes to the consolidated ﬁnancial statements  Annual Report & Accounts 2012
43
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
20. Share capital
  Issued and allotted Issued and allotted 
  2012 2011 
  £’000 £’000
10,927,496 ( 2011: 10,788,167) ordinary shares of 1p each, fully paid  109 108
From 1 October 2009, the Companies Act 2006 abolished the requirement for a company to have an authorised share capital. Shareholders wishing 
to restrict the number of shares that can be issued by a company need to address this issue in the company’s articles.
The movements in the share capital were as follows:
 
 Number of shares  Exercise price  Share capital Share premium  Total 
 £’000 p £’000 £’000 £’000
At 1 July 2010 10,245,171  102 2,012 2,114
On acquisition of subsidiary (note 8) 139,851 776.4 1 1,084 1,085
Issue of shares to repay subsidiary’s loan notes 40,205 776.4 1 312 313
Shares issued on exercise of options  188,950 140-290.5 2 341 343
to Save as you Earn scheme  173,990 196-240 2 376 378
At 30 June 2011 10,788,167  108 4,125 4,233
– on exercise of options 75,900 240 1 146 147
– to Save as you Earn scheme  63,429 155-290.5 - 152 152
At 30 June 2012 10,927,496  109 4,423 4,532
The Save as you earn share capital amount is nil due to rounding.
Employee Beneﬁt Trust
Brooks Macdonald Group plc established an Employee Beneﬁt Trust (EBT) on 3 December 2010. The Trust was established to acquire ordinary shares in 
the company in connection with the Long Term Incentive Scheme (LTIS), as detailed below, and for other long term awards to employees. At the 
balance sheet date, the EBT has acquired 151,139 1p ordinary shares in Brooks Macdonald for a total consideration of £1,765,000 (2011: number of 
shares 86,904 for a consideration of £980,000, market value £1,130,000). At the balance sheet date the market value of the shares was £1,738,000. 
The shares are held as Treasury shares and the cost of these shares has been deducted from retained earnings within shareholders’ equity.
21. Other reserves 
  2012 2011 
  £’000 £’000
Share option reserve   2,724 2,326
Merger reserve   192 192
Available for sale reserve  72 45
  2,988 2,563 Annual Report & Accounts 2012 Brooks Macdonald Group plc
44
Notes to the consolidated ﬁnancial statements 
22. Equity settled share based payments 
Enterprise Management Incentive Scheme 
Under the approved share option scheme, certain employees hold options to subscribe for shares in the company at prices ranging from 140p to 
775p. Options are conditional on the employee completing a three year’s service (the vesting period) and are exercisable three years from the grant 
date. The options have a contractual option term of seven years from the date they become exercisable. The group has no legal or constructive 
obligation to repurchase or settle the options in cash.
 2012 2012 2011 2011 
 Number  Weighted average Number Weighted average 
Enterprise Management Incentive Scheme of options  exercise price £ of options exercise price £
At 1 July 2011 258,557 2.69 428,600 2.165
Granted in the year - - 27,010 7.75
Forfeited in the year - - (8,103) 7.75
Exercised in the year (75,900) 1.94 (188,950) 2.00
At 30 June 2012 182,657 3.00 258,557  2.69
Employee Sharesave Scheme 
Under the scheme, employees can contribute up to £250 a month to acquire shares at the end of the three years savings period. At the end of the 
savings period, employees can elect to acquire shares or receive their savings, including interest, in cash.
 2012 2012  2011 2011 
 Number  Weighted average Number Weighted average 
Employee Sharesave Scheme of options  exercise price £ of options exercise price £
At 1 July 2011 196,171 5.78 318,317 2.85
Granted in the year 54,231 10.54 67,121 9.16
Forfeited in the year (6,407) 7.73 (15,277) 2.99
Exercised in the year (63,429) 2.40 (173,990) 1.97
At 30 June 2012 180,566 8.33 196,171 5.78
Long Term Incentive Scheme (LTIS) and Employee Beneﬁt Trust 
The company has made annual rewards based on certain criteria made under the LTIS to executive directors and senior executives. The conditional 
awards, which vest three years after grant, are subject to the satisfaction of speciﬁed performance criteria, measured over three year performance 
period. All conditional awards are at the discretion of the remuneration committee. 
Brooks Macdonald Group plc established an EBT on 3 December 2010. The Trust was established to acquire ordinary shares in the company with 
the LTIS, as detailed above, and for other long term awards to employees. The table below shows the number of shares held in trust that have not 
yet vested unconditionally and the associated reduction in shareholders’ funds.
Employee Beneﬁt Trust     Number of shares held
At 1 July 2011   37,959
Purchased in the year    113,180
At 30 June 2012    151,139
The options granted under the Employee Sharesave Scheme, the EMI Scheme and the Phantom Scheme (note 16&17) were valued on the basis of 
market prices at the time the options were granted and were calculated using the Black Scholes model with a volatility ranging between 15% and 49%, 
on an historic price, covering the period to the end of the contractual life. The expected volatility was estimated on the basis of the share price history 
subsequent to ﬂotation. The risk free interest rate was assessed as the yield on gilt edged security with a maturity term of between 3 and 10 years. Annual Report & Accounts 2012
45
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
22. Equity settled share based payments – continued
The options were valued at prices from £1.40 to £10.54 per share. The charge for the period was £702,000 (2011: £311,000). The weighted 
average remaining contractual life of the equity settled scheme for share options at the end of the year was 3.18 years (2011: 3.87 years). The 
weighted average share price at the date of exercise for options exercised during the period was £12.05. The total charge for the equity based 
schemes and phantom schemes was £1,393,000 (2011: £4,533,000).
Share options granted during the year, were as follows:
  Exercise price  Fair value of option 
  in pence in pence 
Enterprise management incentive scheme
Granted in the year  - -
Employee sharesave scheme  
Granted in the year  1,054 494
Long term incentive scheme  
Granted in the year  - 1,224
No options were granted under the Enterprise management incentive scheme during the year.
In respect of those equity options granted during the year, the Black Scholes model was used to calculate the fair value of the options. The 
assumptions used were the market price of the share price at the grant date, a volatility of 50%, no dividend yield, an expected option life of three 
years and an annual risk-free interest rate ranging from 0.34% to 2%.
The phantom scheme option pricing models use the same assumptions in calculating the fair value but are re-calculated on a quarterly basis.
An analysis of the number of share options outstanding is as follows:
   Number of shares
Year of grant Exercise price (p) Exercise period 2012 2011
Enterprise management incentive scheme
2005 140 2008-2015 6,000 6,000
2005 155.5 2008-2015 31,000 72,000
2006 215 2009-2016 29,350 53,250
2007 290.5 2010-2017 97,400 108,400
2010 775 2013-2020 18,907 18,907
At 30 June 2012   182,657 258,557
Employee sharesave scheme    
2009 240 2012 4,269 67,698
2010 578 2013 58,526 61,352
2011 916 2014 63,813 67,121
2012 1054 2015 53,958 -
At 30 June 2012   180,566 196,171
 2012 2012 2011 2011 
 Exercise price (p) Exercise period Number of options Number of options
Long Term incentive Scheme
At 1 July 2011 0 October 2013 37,959 -
Granted in the year 0 October 2014 94,005 37,959
Forfeited in year 0 October 2013 (3,621) -
At 30 June 2012   128,343 37,939 Annual Report & Accounts 2012 Brooks Macdonald Group plc
46
Notes to the consolidated ﬁnancial statements 
23. Earnings per share
Earnings used to calculate earnings per share presented in the ﬁnancial statements were:
  2012 2011 
  £’000 £’000
Proﬁt attributable to owners of the company   6,256  5,443
Basic earnings per share have been calculated by dividing earnings by the weighted average number of shares in issue throughout the year ended 30 
June 2012 (year to 30 June 2011).
Diluted earnings per share is the basic earnings per share, adjusted for the effect of contingently issuable shares under the sharesave scheme, 
enterprise management incentive scheme and employee beneﬁt trust (collectively “share options”) weighted for the relevant periods. 
  2012 2011 
   Number  Number
Weighted average number of shares-basic  10,797,333 10,482,942
Effect of share options   162,633 292,899
Diluted ordinary shares   10,959,966 10,775,841
   
Basic earnings per share  57.94p 51.92p
Diluted earnings per share  57.08p 50.51p
24. Lease commitments
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
  2012 2011 
  £’000 £’000
Within one year   813 776
In the second year to ﬁfth year inclusive   1,720 2,282
The lease payments relate to the rental of ofﬁce premises.
25. Client money and funds under management 
  2012 2011 
  £’000 £’000
Clients‘ bank accounts   479,000 303,000
Clients’ funds under management  3,520,000 2,969,000
The group holds client money and assets on behalf of clients in accordance with the client money rules of the Financial Services Authority and other 
regulatory bodies. Such money and the corresponding liabilities to clients are not shown on the face of the balance sheet as the group is not 
beneﬁcially entitled thereto. Annual Report & Accounts 2012
47
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
26. Financial risk management 
The group has identiﬁed the risks arising from its activities and has established policies and procedures as part of a formal structure for managing 
risk, including established risk lines, reporting lines, mandates and other control procedures. The structure is reviewed regularly. The group does not 
use derivative ﬁnancial instruments for risk management purposes.
(a)  Liquidity risk
Liquidity risk is the risk that the group is unable to meet its payment obligations associated with its ﬁnancial liabilities when they fall due.
The primary objective of the group’s treasury policy is to manage short-term liquidity requirements and to ensure that the group maintains a surplus 
of immediately realisable assets over its liabilities such that all known and potential cash obligations can be met.
The table below presents the cash ﬂows payable by the group under non-derivative ﬁnancial liabilities together with cash and balances at bank on demand. 
   After 3 months After 1 year 
  Not more than but not more  but less than 
 On demand 3 months than 1 year 5 years Total 
30 June 2012 £’000 £’000 £’000 £’000 £’000
Cash ﬂows arising from ﬁnancial assets   
Available for sale ﬁnancial assets - - - 1,657 1,657
Cash and balances at bank 13,470 - - - 13,470
Trade receivables - 1,719 - - 1,719
Other receivables - - 115 - 115
 13,470 1,719 115 1,657 16,961
Cash ﬂows arising from ﬁnancial liabilities     
Trade payables - 2,699 - - 2,699
Other ﬁnancial liabilities - 9,869 2,231 1,376 13,476
 - 12,568 2,231 1,376 16,175
Net liquidity gap 13,470 (10,849) (2,116) 281 786
 
   After 3 months After 1 year 
  Not more than but not more  but less than 
 On demand 3 months than 1 year 5 years Total 
30 June 2011 £’000 £’000 £’000 £’000 £’000
Cash ﬂows arising from ﬁnancial assets     
Available for sale ﬁnancial assets  - - - 1,561 1,561
Cash and balances at bank 16,800 - - - 16,800
Trade receivables - 1,080 - - 1,080 
Other receivables - - 121 - 121
 16,800 1,080 121 1,561 19,562
     
Cash ﬂows arising from ﬁnancial liabilities     
Trade payables - 1,790 - - 1,790
Other ﬁnancial liabilities - 14,612 243 626 15,481
 - 16,402 243 626 17,271
Net liquidity gap 16,800 (15,322) (122) 935 2,291 Annual Report & Accounts 2012 Brooks Macdonald Group plc
48
26. Financial risk management – continued
(b)  Market risk
Interest rate risk 
The group’s cash and short term deposits mature in the short term, no longer than three months. As a result the group is subject to limited exposure 
to fair value interest rate risk due to ﬂuctuations at prevailing levels of market interest rates. Excess cash and cash equivalents of the group are 
invested in short-term cash deposits with the term of maturity no longer than three months.
A 1% fall in the average monthly interest rate obtained by the group’s cash and cash equivalents would reduce interest receivable and proﬁt before 
taxation by £135,000 (2011:£168,000). An increase of 1% would have an equal but opposite effect.
Foreign exchange risk
The group does not have any material exposure to transactional foreign currency risk and therefore no foreign exchange risk analysis is provided.
Price risk
Price risk is the risk that the fair value of future cash ﬂows of a ﬁnancial instrument will ﬂuctuate because of changes in market prices (other than 
those arising from interest rate risk or currency risk). The group is exposed to a price risk through its holdings of equity securities which are reported 
at fair value (note 12), particularly given the fact that trading is suspended in one of the funds in which the group invests. 
(c)  Credit risk
The group may invest some of its surplus funds in highly liquid market instruments. Such investments have a maturity no greater than three months. 
The difference between the book and the fair value of these instruments is not signiﬁcant. To reduce the risk of a counterparty default the group 
deposits the rest of its funds in approved high quality banks. At the balance sheet date there were no signiﬁcant concentrations of credit risk.
Credit risk relating to on balance sheet exposures:
  2012 2011 
  £’000 £’000
Cash and balances at bank  13,470 16,800
Trade receivables are analysed below.
  2012 2011 
  £’000 £’000
Carrying amount  1,719 1,080
Neither past due nor impaired  1,719 1,080
   
No external credit ratings are acquired with regard to the trade receivable as amount held in respect of clients investments by the group is in excess of 
the total value of the receivables.
Ageing analysis of trade receivables  
  2012 2011 
  £’000 £’000
Up to 3 months   1,719 1,080
Notes to the consolidated ﬁnancial statements  Annual Report & Accounts 2012
49
Brooks Macdonald Group plc
Notes to the consolidated ﬁnancial statements 
27. Capital management 
Capital is deﬁned as the total of share capital, share premium, retained earnings and other reserves. Total capital at 30 June 2012 was £23,710,000 
(2011: £19,051,000). Regulatory capital is derived from the Group Internal Capital Adequacy Assessment Process (ICAAP), which is a requirement of 
the Capital Requirements Directive. The ICAAP draws on the group’s risk management process which is embedded within the individual businesses, 
function heads and executive committees within the group.
The group’s objectives when managing capital are to comply with the capital requirements set by the FSA, to safeguard the group’s ability to 
continue as a going concern so that it can continue to provide returns for shareholders and beneﬁts for other stakeholders and to maintain a strong 
capital base to support the development of the business.
Capital adequacy and the use of regulatory capital are monitored daily by the group’s management. 
The 2012 ICAAP was approved in March 2012. There have been no capital requirement breaches during the course of the year. Brooks Macdonald 
Group plc’s Pillar III disclosure is presented on our website at www.brooksmacdonald.com.
28. Guarantees and contingent liabilities 
During the year the company entered into a guarantee to the Royal Bank of Scotland plc to guarantee settlement for trading with CREST stock on 
behalf of clients. The company holds client assets to fund such trading activity.
29. Related party transactions 
Certain directors have taken advantage of the facility to have interest free season ticket loans which are available to all employees. The directors who 
have such loans are as follows:
  2012 2011 2012 2011 
 £ ’000 £ ’000 £ ’000 £ ’000 
Director Loan balance  Loan balance  Maximum amount Maximum amount
J M Gumpel 4 4 5 5
N I Holmes 1 1 2 2
S J Jackson 4 4 8 8
N H Lawes - nil - 4
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation. The captions in the 
primary statements of the company include the amounts attributable to subsidiaries. These amounts have been disclosed in aggregate in the 
relevant ﬁnancial statements and in detail in the following table:
 Amounts owed by  Amounts owed by Amounts owed to Amounts owed to 
 related parties  related parties  related parties related parties 
 2012 2011 2012 2011 
 £ ’000 £ ’000 £ ’000 £ ’000
Braemar Group Limited-subordinated loan interest free 2,150 1,400 - -
Brooks Macdonald Financial Consulting Limited  1,579  - - 1,850
Brooks Macdonald Asset Management Limited - - 14,391 14,215
Brooks Macdonald Nominees Limited - - 1,869 1,192
All of the above, with the exception of the loan to Braemar Group Limited, are interest free and repayable on demand.
The group manages a number of collective investment funds which are considered to be related parties. The available for sale asset (note 12) is an 
investment of 1,440,230.43 shares in Braemar PCC Limited Student accommodation cell. This transaction was at market value and on an arm’s 
length basis. Annual Report & Accounts 2012 Brooks Macdonald Group plc
50
30.  Events since the end of the year 
On 1 July 2012, the group acquired the entire share capital of JPAM Limited for a total consideration of £5,334,000. JPAM Limited is a long standing 
professional introducer of private clients and their portfolios to the group. 
The consideration for JPAM Limited was by way of cash based on the value of the client relationships and distributable reserves at the date of 
acquisition. The intangible assets represent the value of the client relationships which will be amortised over a period of 15 years. 
The initial consideration of £3,005,000 was paid in August 2012 with a contingent deferred balance of £2,329,000 based on the value of the client 
relationships and will be paid in three further annual instalments. The estimate of the additional payments has been made allowing for a growth in the 
value of the funds less than an allowance for withdrawals.
The net present value of the contingent deferred balance of £2,134,000 was calculated applying a cost of capital of 5%. The charge in respect of the 
year ending 30 June 2013 will be made to the consolidated income statement and shown as an interest expense.
The fair value of the assets is the gross contractual amounts and all are considered to be fully recoverable. At the date of the acquisition the initial 
estimate of the assets and liabilities acquired are detailed below: 
    Carrying amounts 
   £’000
Cash and cash equivalents   694
Trade receivables   192
Other current assets   -
Trade and other payables   (176)
Net identiﬁable assets    710
Intangible assets-client relationships    4,624
   5,334
Due to the recent completion date of the acquisition the group has yet to fully assess the fair value of the assets and liabilities acquired. 
Notes to the consolidated ﬁnancial statements  Annual Report & Accounts 2012
51
Brooks Macdonald Group plc
Independent auditor’s report on the company’s  
ﬁnancial statements 
to the members of Brooks Macdonald Group plc
We have audited the parent company ﬁnancial statements of Brooks 
Macdonald Group plc for the year ended 30 June 2012 which comprise 
the Company Balance Sheet and the related notes. The ﬁnancial 
reporting framework that has been applied in their preparation is 
applicable law and United Kingdom Accounting Standards (United 
Kingdom Generally Accepted Accounting Practice).
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities set 
out on page 17, the directors are responsible for the preparation of the 
parent company ﬁnancial statements and for being satisﬁed that they 
give a true and fair view. Our responsibility is to audit and express an 
opinion on the parent company ﬁnancial statements in accordance with 
applicable law and International Standards on Auditing (UK and Ireland). 
Those standards require us to comply with the Auditing Practices Board’s 
Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for 
the company’s members as a body in accordance with Chapter 3 of Part 
16 of the Companies Act 2006 and for no other purpose. We do not, in 
giving these opinions, accept or assume responsibility for any other 
purpose or to any other person to whom this report is shown or into 
whose hands it may come save where expressly agreed by our prior 
consent in writing.
Scope of the audit of the ﬁnancial statements
An audit involves obtaining evidence about the amounts and disclosures 
in the ﬁnancial statements sufﬁcient to give reasonable assurance that 
the ﬁnancial statements are free from material misstatement, whether 
caused by fraud or error. This includes an assessment of: whether the 
accounting policies are appropriate to the parent company’s 
circumstances and have been consistently applied and adequately 
disclosed; the reasonableness of signiﬁcant accounting estimates made 
by the directors; and the overall presentation of the ﬁnancial statements. 
In addition, we read all the ﬁnancial and non-ﬁnancial information in the 
Annual Report and Accounts to identify material inconsistencies with the 
audited ﬁnancial statements. 
If we become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report.
Opinion on ﬁnancial statements 
In our opinion the parent company ﬁnancial statements: 
 30 June 2012;
 Generally Accepted Accounting Practice; and 
 Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Report of the Directors for 
the ﬁnancial year for which the parent company ﬁnancial statements are 
prepared is consistent with the parent company ﬁnancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the 
Companies Act 2006 requires us to report to you if, in our opinion: 
 company, or returns adequate for our audit have not been received 
from branches not visited by us; or 

the accounting records and returns; or 
 not made; or 
 require for our audit.
Other matter 
We have reported separately on the group ﬁnancial statements of  
Brooks Macdonald Group plc for the year ended 30 June 2012.
Marcus Hine (Senior Statutory Auditor) for and on behalf of 
PricewaterhouseCoopers LLP 
Chartered Accountants and Statutory Auditors
London
12 September 2012  Annual Report & Accounts 2012 Brooks Macdonald Group plc
52
Company balance sheet 
as at 30 June 2012
  2012 2011
 Note £’000  £’000  £’000 £’000
Fixed assets
Investments 33  11,863  11,128
Current assets     
Debtors 34 7,739  3,570 
Cash at bank and in hand  7,893  12,313 
  15,632  15,883 
     
Creditors: amounts falling due within one year 35 (21,723)  (21,418) 
     
Net current liabilities   (6,091)  (5,535)
Total assets less liabilities    5,772  5,593
     
Financed by:     
Capital and reserves
Called up share capital 36  109  108
Share premium account 37  4,423  4,125
Share option reserve 37  1,912  1,210
Other reserves 37  94  61
Proﬁt and loss account 37  (766)  89
Total Shareholders’ funds 38  5,772  5,593
Approved and authorised for issue by the board of directors on 12 September 2012 and signed on its behalf by:
C A J Macdonald  S J Jackson 
Chief Executive  Finance Director 
The accompanying notes from pages 53  to 57 form an integral part of the company ﬁnancial statements.
  Annual Report & Accounts 2012
53
Brooks Macdonald Group plc
Notes to the company ﬁnancial statements
(a) Basis of accounting
  These ﬁnancial statements are prepared on the going concern basis, under the historical cost convention as modiﬁed by the revaluation of listed 
investments and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom. The principal 
accounting policies of the company which have been applied consistently throughout the year are set out below:
(b) Investments in subsidiary companies 
 Investments in subsidiaries are carried at cost less provisions for impairment.
(c) Share based payments
  The company has applied the requirements of FRS 20 Share-based payments and has adopted the requirements of UITF 44. Equity settled share 
based payments are measured at fair value at the grant date and the cost is expensed on a straight line basis over the period for which related 
services are provided based on the number of shares that are expected to eventually vest.
(d) Operating lease payments
  Rents due under operating leases are charged to proﬁt and loss account on a straight line basis over the term of the lease. The company 
beneﬁted from a rent-free period under the terms of the current property lease. In accordance with UITF 28 Operating Leases Incentives, the 
beneﬁt is being allocated over the shorter of the lease term and the date of the market review speciﬁed in the lease. During the rent-free period 
a rental charge has been recognised in the proﬁt and loss account and accrued as a liability in the balance sheet.
(e) Retirement beneﬁt costs
 Contributions in respect of the group’s deﬁned contribution retirement scheme are charged to the proﬁt and loss account as they fall due.
(f) Employee beneﬁt trust
  Where the company holds its own equity shares through an Employee Beneﬁt Trust these shares are shown as a reduction in equity. Any 
consideration paid or received for the purchase or sale of these shares is shown as a reduction in the reconciliation of movements in 
shareholders’ funds and no gain or loss is recognised in the proﬁt and loss account or the statement of total recognised gains or losses on the 
purchase, sale, issue or cancellation of these shares.
(g) Treasury shares 
  The company’s own equity instruments that are reacquired (treasury shares) are deducted from equity. No gain or loss is recognised in proﬁt or 
loss on the purchase, issue or cancellation of the company’s own equity instruments. 
(h) Other Investments 
  Other investments are listed investments. They are held as AFS investments, stated at market value, movements in their market value are 
recorded in the AFS reserve. 
  Where trading of shares is suspended, the ﬁnancial asset is valued by the directors using primary valuation techniques such as underlying net 
asset value, earnings multiples, recent transactions and discounted cash ﬂow techniques. 
(i) Currency
 The functional and presentation currency is pound sterling.  Annual Report & Accounts 2012 Brooks Macdonald Group plc
54
Notes to the company ﬁnancial statements
31. Proﬁt for the year 
As permitted by Section 408 of the Companies Act 2006 the company has elected not to present its own proﬁt and loss account for the ﬁnancial 
year. Brooks Macdonald Group plc reported proﬁt after tax for the ﬁnancial year ended 30 June 2012 of £1,654,000 (2011: proﬁt £1,692,000). 
Auditors’ remuneration for audit and other services to the company are set out in note 4.The average monthly number of employees during the year 
was eleven (2011: ten). Directors’ emoluments are set out in note 5 of the group accounts. 
32. Dividends
Details of the company’s dividends paid and proposed for approval at the Annual General Meeting are set out in note 9 of the group accounts. 
33. Investments
  2012 2011 
  £’000 £’000
Group undertakings
Valuation at 1 July 2011  9,567 5,137
Additions  702 4,430
Valuation at 30 June 2012  10,269 9,567
Listed investments    
Valuation at 1 July 2011  1,561 194
Additions  - 1,500
Disposals  - (194)
Revaluation   33 61
Valuation at 30 June 2012  1,594 1,561
Total ﬁxed assets  11,863 11,128
Investments in group undertakings are recorded at cost, which is the fair value of the consideration paid.
The additions to group undertakings represent the cost of share options in accordance with FRS20.
The addition to listed investment in the year ended 30 June 2011 represents the purchase of shares 1,440,230.43 shares in Braemar PCC Limited 
Student Accommodation Cell – B Shares). 
The directors believe the carrying value of investments is supported by their net asset values, or values in use.
Details of the subsidiary undertakings of the company as at 30 June 2012 all of which were wholly owned and included in the consolidated ﬁnancial 
statements are given below:
  Country of Nature of 
Company Type of share incorporation business
Brooks Macdonald Tax Services Limited  Ordinary £1 UK  Dormant 
Brooks Macdonald Financial Consulting Limited Ordinary 5p UK Financial consulting
Brooks Macdonald Asset Management Limited Ordinary £1 UK Investment management
Brooks Macdonald Nominees Limited  Ordinary £1 UK Nominee Services
Brooks Macdonald Asset Management (Tunbridge Wells) Limited  Ordinary £1 UK Investment management
Braemar Group Limited (formerly Braemar Group plc) Ordinary 1p UK Investment management
    Annual Report & Accounts 2012
55
Brooks Macdonald Group plc
Notes to the company ﬁnancial statements
34. Current assets
  2012 2011 
  £’000 £’000
Amounts owed by subsidiary undertakings   7,729 3,550
Other debtors   10 20
  7,739 3,570
Amounts owed by subsidiary entities are unsecured, interest free, have no ﬁxed date of repayment and are repayable on demand.
35. Creditors: amounts falling due within one year
  2012 2011 
  £’000 £’000
Trade creditors   8 94
Amounts owed to subsidiary undertakings   20,260 19,406
Other creditors  - 5
Accruals   1,455 1,913
  21,723 21,418
Amounts due to subsidiary entities are unsecured, interest free, and are repayable on demand.
36. Share capital
  No of 1p  
  ordinary shares  £ ’000
At 1 July 2010  10,245,171 102
Shares issued  542,996 6
At 30 June 2011  10,788,167 108
   
At 1 July 2011  10,788,167 108
Shares issued  139,329 1
At 30 June 2012  10,927,496 109
   
  No of 1p  
  ordinary shares  
Shares issued at 30 June 2011  10,788,167
Treasury shares   (86,904)
Shares issued at 30 June 2011 excluding treasury shares   10,701,263
 
Shares issued at 30 June 2012  10,927,496
Treasury shares   (151,139)
Shares issued at 30 June 2012 excluding treasury shares   10,776,357 Annual Report & Accounts 2012 Brooks Macdonald Group plc
56
Notes to the company ﬁnancial statements
36.  Share capital – continued
Long Term Incentive Scheme
Brooks Macdonald Group plc established an Employee Beneﬁt Trust (EBT) on 3 December 2010. The Trust was established to acquire ordinary shares 
in the company in connection with the Long Term Incentive Scheme (LTIS), as detailed below, and for other long term awards to employees. The 
EBT has acquired to 30 June 2012, 151,139 1p ordinary shares in Brooks Macdonald for a consideration of £1,765,000. At the balance sheet date 
the market value of the shares was £1,738,000. The shares are held as Treasury shares, the cost of these shares has been deducted from retained 
earnings within shareholders equity.
The company has made annual rewards based on certain criteria made under the LTIS to executive directors and senior executives. The conditional 
awards, which vest three years after grant, are subject to the satisfaction of speciﬁed performance criteria, measured over three year performance 
period. All conditional awards are at the discretion of the remuneration committee. 
37. Reserves
  2012 2011 
  £’000 £’000
Proﬁt and loss account   
At 1 July 2011/2010  89 537
Retained proﬁt for the ﬁnancial year  1,654 1,692
Dividends paid  (1,724) (1,160)
Treasury and own shares   (785) (980)
At 30 June 2012/2011  (766) 89
   
  Other reserves Other reserves 
   £’000 £’000
Available for sale revaluation reserve   
At 1 July 2011  61 -
Revaluation to investment  33 61
At 30 June 2012  94 61
   
  Share premium Share option reserve 
  £’000 £’000
At 1 July 2011  4,125 1,210
Shares issued  298 -
Share based payments  - 702
At 30 June 2012  4,423 1,912 Annual Report & Accounts 2012
57
Brooks Macdonald Group plc
Notes to the company ﬁnancial statements
38. Reconciliation of movements in shareholders’ funds
  2012 2011 
  £’000 £’000
Opening shareholders’ funds   5,593 3,551
Proﬁt for the ﬁnancial year  1,654 1,692
Dividends paid  (1,724) (1,161)
Share based payments  702 311
Share capital issued  299 2,119
Treasury and own shares  (785) (980)
Revaluation of investment  33 61
Net addition to shareholders funds  179 2,042
Closing shareholders’ funds  5,772 5,593
39.  Lease commitments 
The company has non-cancellable operating leases in respect of land and buildings with an annual charge which expire:
  2012 2011 
  £’000 £’000
Within one year    734  699
In the second year to ﬁfth year inclusive   1,464 2,198
40.  Related party transactions
The company has taken advantage of the exemption given by FRS 8 not to disclose transactions and balances with its wholly owned subsidiaries. 
Details of directors’ related party transactions are detailed in note 29 to the consolidated ﬁnancial statements.
  Annual Report & Accounts 2012 Brooks Macdonald Group plc
58
Explanation of AGM business
Enclosed with this document is a notice convening the annual general 
meeting of the company for 19 October 2012. This explanatory note 
gives further information on resolutions numbered 2 to 10 set out in the 
notice of AGM.
Resolution 2 – To declare a ﬁnal dividend
The directors recommend a ﬁnal dividend of 12.5 pence per ordinary 
share. Subject to approval by shareholders, the ﬁnal dividend will be 
paid on 24 October 2012 to shareholders on the register on 21 
September 2012. 
Resolutions 3 to 6 – To re-elect certain of the directors
The company’s articles of association state that one third of the directors 
(or the nearest whole number closest to one third) must retire from 
ofﬁce at each annual general meeting and offer themselves for  
re-election. In addition, any director who has been in ofﬁce for more 
than three years since their last appointment or re-appointment should 
also retire and offer themselves for re-election. Nicholas Lawes, Nicholas 
Holmes, Andrew Shepherd and Simon Wombwell are therefore offering 
themselves for re-election on this basis.
Information on each of the directors standing for re-election is set out 
below. The Chairman conﬁrms that each of the directors offering 
themselves for re-election has extensive relevant experience of the group 
and its business. The board is therefore of the opinion that all such 
persons should be re-elected to the board.
Nicholas Lawes (49) joined Brooks Macdonald Financial Consulting in 
2003 and was appointed Managing Director in 2004. He has 20 years’ 
experience developing wealth management strategies for high net 
worth individuals and families. He advises on a broad range of ﬁnancial 
matters, including sophisticated tax planning, pensions and retirement 
and inheritance tax mitigation.
His longstanding relationships with members of the legal, accountancy 
and banking professions enable him to work closely with other advisers 
in the management of their mutual clients’ ﬁnancial affairs.
Nicholas has responsibility for the ﬁnancial consulting business of the 
group board; he is a non-executive director of William Reed Holdings Ltd.
Nicholas Holmes (41) is joint managing director of Brooks Macdonald 
Asset Management (BMAM) and is responsible for the day-to-day 
management. He is a member of the Group board and chairs the Asset 
Management board.
Nick was the ﬁrst trainee fund manager in the company when he joined 
in 1996 and has a total of 13 years investment management experience.
Andrew Shepherd (39) joined Brooks Macdonald Asset Management 
(BMAM) in 2002 as an investment manager. Since then he has been 
promoted to the role of investment director and then to joint managing 
director. He is responsible for the day-to-day management of BMAM 
and sits on both this board and that of the Brooks Macdonald Group.
Simon Wombwell (51) has spent his entire career in the ﬁnancial 
services industry, primarily involved in the development, sales and 
marketing of investment products and was a non-executive director of 
the Brooks Macdonald Group from 2002 until he was appointed as an 
executive director in a full time capacity in February 2011. He is a 
member of the Group board and is CEO of Brooks Macdonald Funds 
which was launched in July 2011.
The service contracts of each director standing for re-election may be 
terminated by the Company on less than 12 months’ notice. A copy of 
each service contract is available for inspection at the registered ofﬁce 
of the Company and will be available for inspection at the annual 
general meeting.
Resolution 7 – To appoint PricewaterhouseCoopers LLP  
as auditors
This Resolution proposes that PricewaterhouseCoopers LLP should be 
appointed as the company’s auditors and authorises the directors to 
determine their remuneration.
Resolution 8 – Authority to allot shares
The Companies Act 2006 prevents directors from allotting unissued 
shares without the authority of shareholders in general meeting. In 
certain circumstances this could be unduly restrictive. The directors’ 
existing authority to allot shares, which was granted at the annual 
general meeting held in 2011, will expire at the end of this year’s annual 
general meeting.
Resolution 8 in the notice of annual general meeting will be proposed, 
as an ordinary resolution, to authorise the directors to allot ordinary 
shares of 1 pence each in the capital of the company up to a maximum 
nominal amount of £36,439 representing approximately 33% of the 
ordinary shares in issue on 21 September 2012 . The company does not 
currently hold any shares in treasury.
The authority conferred by this resolution will expire on the date which 
is ﬁfteen months after the passing of this resolution or, if sooner, at the 
end of next year’s annual general meeting. Annual Report & Accounts 2012
59
Brooks Macdonald Group plc
Resolution 9 – To disapply pre-emption rights
Unless they are given an appropriate authority by shareholders, if the 
directors wish to allot any of the unissued shares for cash or grant rights 
over shares or sell treasury shares for cash (other than pursuant to an 
employee share scheme) they must ﬁrst offer them to existing 
shareholders in proportion to their existing holdings. This is known as 
pre-emption rights.
The existing disapplication of these statutory pre-emption rights, which 
was granted at the annual general meeting held in 2011, will expire at 
the end of this year’s annual general meeting. Accordingly, resolution 9 
in the notice of annual general meeting will be proposed, as a special 
resolution, to give the directors power to allot shares without the 
application of these statutory pre-emption rights: ﬁrst, in relation to 
offers of equity securities by way of rights issue, open offer or similar 
arrangements; and second, in relation to the allotment of equity 
securities for cash up to a maximum aggregate nominal amount of 
£10,931 representing approximately 10% of the ordinary shares in issue 
on 21 September 2012. 
The authority sought and limits set by this resolution will also apply to a 
sale by the company of any shares it holds as treasury shares. The 
Treasury Share Regulations allow shares purchased by the company out 
of distributable proﬁts to be held as treasury shares, which may then be 
cancelled, sold for cash or used to meet the company’s obligations 
under its employee share based incentive schemes. Any subsequent 
transfers of treasury shares by the company to satisfy the requirements 
of employee share-based incentive schemes will be counted towards the 
anti-dilution limits for such share issues to the extent required by the 
Association of British Insurers guidelines.
The power conferred by this resolution will expire on the date which 
falls ﬁfteen months after the passing of this resolution or, if sooner, at 
the end of next year’s annual general meeting.
Resolution 10 – Company’s authority to purchase its own shares
Resolution 10 in the notice of annual general meeting, which will be 
proposed as a special resolution, will authorise the company to make 
market purchases of up to 1,000,000 ordinary shares. The existing 
authority to make market purchases of ordinary shares, which was 
granted at the annual general meeting held in 2011, will expire at the 
end of this year’s annual general meeting.
The number of ordinary shares stated in this resolution equals 
approximately 10% of the company’s ordinary shares in issue on 21 
September 2012. The minimum price that may be paid is the nominal 
value of an ordinary share (i.e. 1 pence), and the maximum price shall 
not exceed 5% above the average of the middle market quotations for 
an ordinary share for the ﬁve business days before each purchase is 
made (exclusive of expenses).
The authority conferred by this resolution will expire on the date which 
falls ﬁfteen months after the passing of this resolution or, if sooner, at 
the end of next year’s annual general meeting.
The directors are committed to managing the company’s capital 
effectively. Although the directors have no plans to make such 
purchases, buying back the company’s ordinary shares is one of the 
options they keep under review. Purchases would only be made after 
considering the effect on earnings per share, and the beneﬁts for 
shareholders generally.
The company may hold in treasury any of its own shares that it purchases 
pursuant to the Treasury Share Regulations and the authority conferred by 
this resolution. This would give the company the ability to re-issue 
treasury shares quickly and cost effectively and would provide the 
company with greater ﬂexibility in the management of its capital base.
Explanation of AGM business Annual Report & Accounts 2012 Brooks Macdonald Group plc
60
Notice of Annual General Meeting 
Notice is given that the annual general meeting of Brooks Macdonald 
Group plc (the “Company”) will be held at 111 Park Street, London 
W1K 7JL on Friday 19 October 2012 at 9.30am for the following 
purposes.
Ordinary Business
To resolve as ordinary resolutions:
1  To receive and consider the accounts and reports of the directors 
and the auditors for the year ended 30 June 2012.
2  To declare a ﬁnal dividend of 12.5 pence per ordinary share for the 
year ended 30 June 2012.
3 To re-elect Nicholas Lawes as a director.
4 To re-elect Nicholas Holmes as a director.
5 To re-elect Andrew Shepherd as a director.
6 To re-elect Simon Wombwell as a director.
7  To appoint PricewaterhouseCoopers LLP as the Company’s auditors 
and to authorise the directors to determine their remuneration.
Special Business
Directors’ authority to allot shares
To resolve as an ordinary resolution:
8  That the directors be generally and unconditionally authorised 
pursuant to section 551 of the Companies Act 2006 (the “Act”) to 
exercise all the powers of the Company to allot shares in the 
Company and to grant rights to subscribe for, or to convert any 
security into, shares in the Company (“Relevant Securities”), up to a 
maximum aggregate nominal amount of £36,439, for a period 
expiring (unless previously revoked, varied or renewed) on the date 
which is ﬁfteen months after the passing of this resolution or, if 
sooner, the end of the next annual general meeting of the 
Company. However, in each case the Company may, before such 
expiry, make an offer or agreement which would or might require 
Relevant Securities to be allotted after this authority expires and the 
directors may allot Relevant Securities in pursuance of such offer or 
agreement as if this authority had not expired.
  All previous unutilised authorities given to the directors pursuant to 
section 551 of the Act shall cease to have effect at the conclusion of 
the annual general meeting, save to the extent that those 
authorities are exercisable pursuant to section 551(7) of the Act by 
reason of any offer or agreement made prior to the date of this 
resolution which would or might require shares to be allotted or 
rights to be granted on or after that date.
Disapplication of pre-emption rights
To resolve as a special resolution:
9  That, subject to the passing of resolution 8 above, the directors be 
generally empowered pursuant to sections 570 and 573 of the Act 
to allot equity securities (within the meaning of section 560 of the 
Act) for cash, pursuant to the authority conferred by resolution 8, 
as if section 561 of the Act did not apply to such allotment, 
provided that this power shall expire on the date which is ﬁfteen 
months after the passing of this resolution or, if sooner, the end of 
the next annual general meeting of the Company. This power shall 
be limited to the allotment of equity securities:
9.1  in connection with an offer of equity securities (including, without 
limitation, under a rights issue, open offer or similar arrangement) 
in favour of holders of ordinary shares in the capital of the 
Company in proportion (as nearly as may be practicable) to their 
existing holdings of ordinary shares but subject to such exclusions 
or other arrangements as the directors deem necessary or 
expedient in relation to fractional entitlements or any legal, 
regulatory or practical problems under the laws of any territory, or 
the requirements of any regulatory body or stock exchange; and 
9.2  otherwise than pursuant to paragraph 9.1 up to an aggregate 
nominal amount of £10,931;
  but the Company may, before such expiry, make an offer or 
agreement which would or might require equity securities to be 
allotted after this power expires and the directors may allot equity 
securities in pursuance of such offer or agreement as if this power 
had not expired.
  This power applies in relation to a sale of shares which is an 
allotment of equity securities by virtue of section 560(2)(b) of the 
Act as if in the ﬁrst paragraph of this resolution the words “pursuant 
to the authority conferred by resolution 8” were omitted.
  All previous unutilised powers given to the directors pursuant to 
sections 570 and 573 of the Act shall cease to have effect at the 
conclusion of this annual general meeting. Annual Report & Accounts 2012
61
Brooks Macdonald Group plc
Notice of Annual General Meeting 
Company’s authority to purchase its own shares
To resolve as a special resolution:
10  That the Company be generally authorised pursuant to section 701 
of the Act to make market purchases (within the meaning of section 
693(4) of the Act) of its ordinary shares of £0.01 each on such 
terms and in such manner as the directors shall determine, 
provided that:
10.1  the maximum number of ordinary shares hereby authorised to be 
purchased is 1,000,000;
10.2  the maximum price which may be paid for each ordinary share 
shall be 5% above the average of the middle market quotations for 
an ordinary share (as derived from The Stock Exchange Daily 
Ofﬁcial List) for the ﬁve business days immediately before the day 
on which the purchase is made (in each case exclusive of expenses);
10.3  the minimum price which may be paid for each ordinary share shall 
be £0.01; and
10.4  this authority (unless previously revoked, varied or renewed) shall 
expire on the date which is ﬁfteen months after the passing of this 
resolution or, if sooner, the end of the next annual general meeting 
of the Company, except in relation to the purchase of ordinary 
shares the contract for which was concluded before such date and 
which will or may be executed wholly or partly after such date.
By order of the Board
Simon Jackson 
Secretary
Dated: 21 September 2012
Registered Ofﬁce: 
111 Park Street, Mayfair, London W1K 7JL
  Annual Report & Accounts 2012 Brooks Macdonald Group plc
62
NOTES:
Rights to appoint a proxy
1  Members of the Company are entitled to appoint a proxy to 
exercise all or any of their rights to attend and to speak and vote at 
a meeting of the Company. A proxy does not need to be a member 
of the Company. A member may appoint more than one proxy in 
relation to a meeting provided that each proxy is appointed to 
exercise the rights attached to a different share or shares held by 
that member.
2  A proxy form which may be used to make such appointment and 
give proxy directions accompanies this notice. If you do not receive 
a proxy form and believe that you should have one, or if you 
require additional proxy forms in order to appoint more than one 
proxy, please contact Capita Registrars Limited, PXS, The Registry, 
34 Beckenham Road, Kent BR3 4TU.
Procedure for appointing a proxy
3  To be valid, the proxy form must be received by post or (during 
normal business hours only) by hand at Capita Registrars Limited, 
PXS, The Registry, 34 Beckenham Road, Kent BR3 4TU no later than 
9.30am on Wednesday 17 October 2012. It should be 
accompanied by the power of attorney or other authority (if any) 
under which it is signed or a notarially certiﬁed (or certiﬁed by a 
solicitor with a current practising certiﬁcate) copy of such power or 
authority.
4  The return of a completed proxy form will not preclude a member 
from attending the annual general meeting and voting in person if 
he or she wishes to do so.
Record date
5  To be entitled to attend and vote at the annual general meeting (and 
for the purpose of the determination by the Company of the votes 
they may cast), members must be registered in the register of 
members of the Company at 6.00pm on Wednesday 17 October 
2012 (or, in the event of any adjournment, 48 hours before the time 
of the adjourned meeting). Changes to the register of members after 
the relevant deadline will be disregarded in determining the right of 
any person to attend and vote at the meeting.
Corporate representatives
6  Any corporation which is a member can appoint one or more 
corporate representatives who may exercise on its behalf all of its 
powers as a member provided that they do not do so in relation to 
the same shares.
Other rights of members
7  Any member attending the meeting has the right to ask questions. 
The Company must cause to be answered any such question 
relating to the business being dealt with at the meeting but no 
such answer need be given if (a) to do so would interfere unduly 
with the preparation for the meeting or involve the disclosure of 
conﬁdential information, (b) the answer has already been given on 
a website in the form of an answer to a question, or (c) it is 
undesirable in the interests of the company or the good order of 
the meeting that the question be answered.
Documents available for inspection
8  There will be available for inspection at the registered ofﬁce of the 
Company during normal business hours on any weekday 
(excluding Saturdays and public holidays) and at the place of the 
meeting for at least 15 minutes prior to and during the annual 
general meeting copies of:
 
Notice of Annual General Meeting  Annual Report & Accounts 2012
63
Brooks Macdonald Group plc Brooks Macdonald Group plc
Form of Proxy
ANNUAL GENERAL MEETING 19 OCTOBER 2012 AT 9.30 AM
Please read the notice of meeting and the explanatory notes below before completing this form.
I/We (see note 5)  Name
 
 
Address
  
being a member/members of the above-named Company hereby appoint the chairman of the meeting (see note 6) OR
Name
 
Address
 
as my/our proxy to attend, speak and vote in my/our name and on my/our behalf at the annual general meeting of the Company to be held on  
19 October 2012 at 9.30 am and at any adjournment thereof. 
 
Please tick this box if this proxy appointment is one of multiple appointments being made by the same member (see note 2).
 
The above proxy is appointed to exercise the rights attached to [all] OR 
Number shares
 
(see notes 1 and 2) of the ordinary shares 
held by me.
I/we direct my/our proxy to vote on the resolutions set out in the notice of annual general meeting as I/we have indicated by placing a mark in the 
appropriate box below (see notes 7 and 8).
Ordinary Business FOR AGAINST VOTE WITHHELD
Resolution 1: To receive and consider the Annual Report and Accounts for the year ended 30 June 2012
Resolution 2: To declare a ﬁnal dividend of 12.5 pence per ordinary share 
Resolution 3: To re-elect Nicholas Lawes as a director
Resolution 4: To re-elect Nicholas Holmes as a director
Resolution 5: To re-elect Andrew Shepherd as a director
Resolution 6: To re-elect Simon Wombwell as a director
Resolution 7: To appoint PricewaterhouseCoopers LLP as the Company’s auditors and to authorise the directors to 
determine their remuneration
Special Business FOR AGAINST VOTE WITHHELD
Resolution 8: Ordinary resolution to give the directors authority to allot shares
Resolution 9: Special resolution to give the directors power to disapply pre-emption rights in relation to the 
allotment of shares
Resolution 10: Special resolution to give the Company a general authority to purchase its own shares
Signature: 
 
Date: 
 / /2012
(To be valid, this proxy form must be signed) (see note 11)
Notes:
Your rights to appoint a proxy
1   As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend and to speak and vote at a meeting of the Company. A proxy does not need to 
be a member of the Company. You may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or 
shares held by you.
2   You may appoint a proxy in respect of all or some only of the shares held by you. If you do not want to appoint a proxy in respect of all of the shares held by you, delete the word “all” in 
square brackets and insert the number of shares in respect of which you wish to appoint your proxy in the box provided. If you sign and return this proxy form with no number inserted, you 
will be deemed to have appointed your proxy in respect of all of the shares held by you.
3   If you require additional proxy forms in order to appoint more than one proxy, please contact the Company’s registrar, Capita Registrars Limited, or you may copy this form. Please indicate by 
ticking the box provided if the proxy appointment is one of multiple appointments being made. You must also indicate in the separate box the number of shares in relation to which the proxy 
holder is authorised to act as your proxy. All proxy forms must be signed and should, wherever possible, be returned together in one envelope.
4  If you appoint a proxy, this does not preclude you from attending the meeting and voting in person.
Procedure for appointing a proxy
5  Please insert your full name and address in block capitals in the box. 
6   To appoint as your proxy a person other than the chairman of the meeting, delete the words in square brackets and insert the full name and address of your chosen proxy in block capitals in 
the box. If you sign and return this proxy form with no name inserted in the box, the chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone 
other than the chairman of the meeting, it is your responsibility to ensure that that person attends the meeting and is aware of your voting intentions. If you wish your proxy to make any 
comments on your behalf, you will need to appoint someone other than the chairman of the meeting and give that person your directions.
Directing your proxy how to vote
7   To direct your proxy how to vote on the resolutions mark the appropriate box with a “ ”or an “X”. If no voting direction is given, your proxy can vote or abstain from voting as he or she 
chooses. Your proxy has the right to vote (or abstain from voting) as he or she chooses in relation to any other business (including a resolution to adjourn the meeting or to amend a 
resolution) which may properly come before the meeting.
8    The “vote withheld” option is provided to enable you to abstain on any particular resolution. However, it should be noted that a “vote withheld” is not a vote in law and will not be counted 
in the calculation of the proportion of the votes “for” and “against” a resolution.
Other
9   To be valid, this proxy form must be received by post or (during normal business hours only) by hand at Capita Registrars Limited, PXS, The Registry, 34 Beckenham Road, Kent BR3 4TU no 
later than 9.30am on Wednesday 17 October 2012.
10   In the case of joint holders of any share, where more than one of the joint holders purports to appoint a proxy in respect of the same share, only the appointment submitted by the person 
whose name stands ﬁrst in the register as one of the joint holders will be accepted.
11   This proxy form must be signed and dated by the member or his or her attorney duly authorised in writing. In the case of a member which is a company, this proxy form must be executed 
under its common seal or signed on its behalf by an ofﬁcer of the company or an attorney for the company. Any power of attorney or other authority under which this proxy form is signed, or 
a copy of such power or authority, must be included with the proxy form.
12   In accordance with Regulation 41 of the Uncertiﬁcated Securities Regulations Act only those shareholders entered on the register of members at 6.00 pm on Wednesday 17 October 2012 are 
entitled to attend and vote at the Annual General Meeting to be held at 9.30am on 19 October 2012.
FOLD
FOLD  Annual Report & Accounts 2012
65
Brooks Macdonald Group plc
Directors
C J Knight Chairman
C A J Macdonald Chief Executive
J M Gumpel
N I Holmes   
S J Jackson Finance Director
N H Lawes 
A W Shepherd
R H Spencer 
S P Wombwell  
C R Harris Non-executive director
D Seymour-Williams  Non-executive director 
(appointed 14 September 2011) 
Company Secretary
S J Jackson
Ofﬁces
110 and 111 Park Street Mayfair London W1K 7JL 
The Long Barn Dean Estate Wickham Road Fareham Hampshire PO17 5BN 
1 Marsden Street Manchester M2 1HW 
2 Mount Ephraim Road Tunbridge Wells Kent TN1 1EE 
10 Melville Crescent Edinburgh EH3 7LU 
Richmond House Heath Road Hale Cheshire WA14 2XP 
Blackbrook Gate Blackbrook Park Avenue Taunton Somerset TA1 2PX 
Howard House 3 St Mary’s Court Blossom Street York YO24 1AH
Registered Ofﬁce
111 Park Street Mayfair London W1K 7JL 
Directors and advisers 
Registered Number
4402058
Independent Auditors
PricewaterhouseCoopers LLP Chartered Accountants  
and Statutory Auditors  
7 More London Riverside London SE1 2RT
Solicitors
Macfarlanes LLP  
20 Cursitor Street London EC4A 1LT
Public Relations
MHP Communications Limited
60 Great Portland Street, London W1W 7RT
Principal Bankers
The Royal Bank of Scotland plc  
40 Islington High Street London N1 8JX 
Registrars
Capita Registrars Limited 
The Registry 34 Beckenham Road Kent BR3 4TU
Nominated adviser and broker
Canaccord Genuity Limited  
9th Floor 88 Wood Street London EC2V 7QR www.brooksmacdonald.com