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DTZ Holdings plc Annual Report and Accounts 2010

DTZ Holdings plc 125 Old Broad Street London EC2N 2BQ Telephone +44 (0)20 3296 3000 www.dtz.com

2010

DTZ Holdings plc Annual Report and Accounts


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www.dtz.com

DTZ is a global real estate adviser providing leading‑edge property insight and on‑the‑ground delivery to investors, developers, corporate and public sector occupiers, and financial intermediaries across the breadth of their real estate needs. We are a global firm but we recognise that our clients’ needs are tied to the local markets in which they invest, develop, and operate. Deep knowledge of local markets has always been a cornerstone of DTZ across its offices worldwide. In fact we go one step further – actively sharing our knowledge to bring the best of our global expertise to each and every client assignment. In summary, our global team is united by a single focus – to deliver our clients exceptional service, rooted in a deep understanding of their needs and a commitment to long‑term success.

www.dtz.com www.dtz.com

This report has been printed on revive 50:50 Silk paper. This paper is made from 50% pre and post consumer waste and 50% virgin wood fibre, independently certified in accordance with the FSC (Forest Stewardship Council). It is manufactured at a mill that is certified to ISO14001 environmental management standards. The pulp is bleached using an elemental chlorine free (ECF) process. The inks used are all vegetable oil based. Printed at St Ives Westerham Press Ltd, ISO14001, FSC certified and CarbonNeutral® Published by Black Sun Plc +44 (0)20 7736 0011 Photography by Paul Harmer, Jason Scott and John Deehan


Financial Highlights and Corporate Progress Group Overview

1 2

Overview

Chairman’s Statement Chief Executive’s Review Strategy and KPIs Financial Review Risks and Uncertainties Operating Review Corporate Responsibility

4 6 10 11 14 16 22

Directors’ Report – Business Review

Board of Directors Statement of Corporate Governance Directors’ Remuneration Report Other Statutory Information Directors’ Responsibility Statement Independent Auditors’ Report

24 26 30 39 42 43

Directors’ Report – Corporate Governance

Consolidated Income Statement Consolidated Statement of Comprehensive Loss Consolidated and Company Statement of Financial Position Consolidated and Company Statement of Changes in Equity Consolidated and Company Cash Flow Statement Notes to the Consolidated and Company Cash Flow Statement Notes to the Financial Statements Five Year Record Shareholder Analysis Financial Calendar and Advisers

44 45 46 47 49 50 51 80 81 82

Financial Statements

Financial Highlights

Corporate Progress

Revenue (£m)

Significantly strengthened balance sheet

2006

Cash and cash equivalents increased 34 per cent to £50.6 million (2009: £37.8 million) Net debt reduced to £47.5 million (2009: £50.8 million)

232.4

2007

310.3

2008

446.3

2009

Completed strategic review and restructuring programme

364.1

2010

356.0

Delivered cost savings of over £75 million; greater and sooner than initial expectations

Profit before tax and exceptional items (£m) 2006

29.7

2007

38.0

2008 2009

Management, people and systems in place to drive profitable organic growth

20.6

Business reshaped and positioned for growth; DTZ now well placed to compete aggressively in chosen markets

loss: 35.1

2010

3.6

Adjusted EBITDA (£m) 2006

32.0

2007

41.8

2008 2009 2010

30.2 loss: 21.8 16.4

www.dtz.com

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Group Overview

What we do

Occupational & Development Markets

Professional Services

Valuation

Advice and transaction execution on behalf of landlords and developers, and the management of changing accommodation requirements on behalf of occupiers, across the office, industrial, logistics, and retail sectors.

Property and facilities management, alongside project management and building consultancy services to support corporate, occupier, and investor clients.

Valuation, appraisal and due diligence services for a range of clients, including investors, corporate and public sector owners, lenders and fund managers for a variety of purposes including assessing potential transactions, asset financing, financial reporting and IPO listings.

Revenue £118.5m

Revenue £93.7m

Revenue £60.8m

Read more on

Read more on

Read more on

(2009: £110.6m)

p16

(2009: £94.4m)

p17

(2009: £74.1m)

p18

Investment Agency*

Investment & Asset Management*

Consulting & Research

Advice on the sale, acquisition and funding of real estate with specialists in the office, business parks, retail, industrial, logistics and residential sectors.

Working in long‑term partnership with clients to achieve their specific risk/return objectives from their property portfolios through strategic advice, portfolio management and transaction services.

Consultancy services for public and private sector clients to align real estate strategies to business objectives, alongside delivery of complex development and regeneration projects. Our Research offering supports clients and other DTZ service lines.

Revenue £46.6m

Revenue £13.8m

Revenue £22.6m

Read more on

Read more on

Read more on

(2009: £38.9m)

p19

(2009: £18.1m)

p20

* Investment Agency and Investment & Asset Management were previously reported as Capital Markets.

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DTZ Holdings plc Annual Report and Accounts 2010

(2009: £28.0m)

p21


Where we do it

UK & Ireland

CEMEA

Asia Pacific

The Americas

In our first ‘home market’ we are a long established trusted client partner and regional heavyweight – with one of the largest regional networks. Our leading central London practice works alongside our regional teams to serve some of the world’s largest names.

With operations in 26 countries and a presence in all major central business districts across continental Europe, the Middle East, and Africa, DTZ has one of the most comprehensive networks in the region. Local market expertise joined with seamless cross border delivery and a full‑service capability underpins the brand’s strength and reputation for excellence in the market.

With strong market positions across the region from Sydney to Tokyo and a dominant market share among the major real estate advisory firms in China – our second ‘home market’ – the Group continues to grow in the region adding new offices and services.

Combining one of the largest full‑service commercial real estate advisory businesses in Canada, with our Global Corporate Services team across the United States, which serves the occupational requirements of large multi‑national corporations, the business in the Americas meets the needs of both domestic and international clients locally as well as across the DTZ network.

Revenue

Revenue

Revenue

Revenue

Countries

Countries

Countries

Countries

Cities

Cities

Cities

Cities

Direct employees

Direct employees

Direct employees

Direct employees

£145.7m £91.5m 2

16 1,500

26 66

950

£98.5m 10 34 1,900

£20.3m 2

24 250

www.dtz.com

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How we do it

HSBC

A longstanding partnership

Pfizer

A broadened service offer

During the year, DTZ again provided multiple services to HSBC in a range of countries. These included identifying back office locations in Eastern Europe, tenant rep in the Middle East, loan and mortgage valuations and investment advice in Asia.

In October 2009, DTZ was appointed as Pfizer’s Strategic Real Estate Partner for North and South East Asia. This is a three year contract to deliver forward‑looking portfolio planning, strategic advice and transactions, expanding DTZ’s existing mandate on small transactions.

Services supplied: 

Services supplied: 

Occupational & Development Markets Professional Services Valuation Investment Agency Investment & Asset Management Consulting & Research

Occupational & Development Markets Professional Services Valuation Investment Agency Investment & Asset Management Consulting & Research




Vodafone

A growing relationship

Yahoo!

Delivering operational efficiencies

DTZ continues working with Vodafone and delivering projects around the world, as one of its four preferred global estates advisers. Projects have included acquisitions in India and lease restructuring across the UK, Greece and Spain.

DTZ’s fifth year working with Yahoo! has been an active one. DTZ has undertaken global transaction and project management services and taken advantage of market conditions to deliver operational savings for Yahoo!

Services supplied: 

Services supplied: 

Occupational & Development Markets Professional Services Valuation Investment Agency Investment & Asset Management Consulting & Research

Occupational & Development Markets Professional Services Valuation Investment Agency Investment & Asset Management Consulting & Research




Chairman’s Statement

Tim Melville‑Ross Group Chairman

While the economic and market environment of the past 12 months continued to pose challenges, the year for DTZ as a business has been a good one – a year of significant corporate progress and one which has seen us return to profitability on an operating level. This time last year I spoke about the important steps management had begun, and would continue to take, to transform DTZ into a more competitive, responsive and ultimately profitable business. While we would not conclude this work is complete, that we have made major advancements in achieving these aims is indisputable.

Results In light of the varying degrees of recovery we saw across our markets during the year it is encouraging to report that revenue for the year ended 30 April 2010 declined by only 2.2 per cent to £356.0 million (2009: £364.1 million). The success of the Group’s restructuring programme can be seen in the significant improvement in our operating results, where the Group made a profit before tax and exceptional items of £3.6 million (2009: loss £35.1 million). After exceptional items the Group reported a loss before tax of £22.9 million (2009: loss £79.7 million).

Our vision To be the best firm in the real estate services industry, for our clients, our staff and our shareholders – where we choose to compete. Our values • We put our clients’ interests first • We are one firm • We deliver exceptional service to our clients and to each other – always • We hire, develop and reward top performers

Further details of the results, exceptional charges and the Group’s cash position are given in the Financial Review. The Board continues to believe it is in the best interests of the Group to continue to maintain the strength of its balance sheet, and therefore has decided not to declare a final dividend. The total dividend for the year is therefore nil (2009: nil).

Restructuring During the year we completed the Group’s far‑reaching restructuring programme and are pleased with the significant benefits in terms of cost savings and improved efficiencies which these actions have delivered. The Group now operates with increased proficiency, clear reporting lines and vastly improved information systems, ensuring management decisions are informed, timely and operationally enhancing. We will of course continue to review the business in line with our strategy and ensure it is appropriately matched to market conditions.

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DTZ Holdings plc Annual Report and Accounts 2010


Management Last year when I reported the creation of the Group’s Executive Committee, which is responsible for the day to day running of the Company, I referred to one more appointment that remained to be filled. I am pleased to report that since the year end, Menno Maas has joined DTZ as our Chief Executive Officer for CEMEA and completes the membership of this committee. Menno has over 25 years’ real estate experience and was latterly CEO of ING Real Estate Development.

Board Changes On behalf of the Board, I would like firstly to thank Peter Stone, who retired from the Group’s Board this year after nine years in his role as an Independent Non‑Executive Director. The Group has benefited greatly from the work, support and advice he provided over the years. Secondly, I would like to welcome Lorraine Baldry to the Board as an Independent Non‑Executive Director. Lorraine brings with her extensive knowledge and experience from across the real estate sector and is a current Board member of the Olympic Delivery Authority and Chairman of its Planning Committee.

role they have played in getting the Company to where it is today – back on track and well positioned for the future. As well as continuing to deliver the exceptional client service for which we are renowned, our employees also helped us to reduce our cost base through their support of the temporary reduction to staff remuneration packages. Both of these factors contributed to our much improved results for this financial year. As originally planned, these temporary measures will expire this summer and I would like to put on record our gratitude and thank our employees for their participation. Looking forward, we recognise that the ongoing success of the business relies on retaining our top talent, and we are therefore committed to rewarding our employees around the world for their contributions with a clear emphasis on recognising outperformance. Further, we will continue the work we have begun over the last 12 months to introduce and refine performance aligned reward programmes and selectively invest in the way we manage and grow our teams.

Outlook The last financial year has undoubtedly been a year in which DTZ has made much progress. We ended the year with a stronger balance sheet, an enviable brand, exceptional client relationships, and a talented and committed workforce. From this strong position we must now look to the future, turning our attention to the profitable growth of the business. Despite the considerable economic uncertainty which remains around the globe, and the varying degrees of recovery across the markets in which we operate, we feel that, whilst remaining cautious, the progress that we have made over the past year leaves us well placed to meet the challenges, and take advantage of the opportunities, that we expect to face in the current financial year and beyond.

Tim Melville‑Ross Group Chairman 13 July 2010

Board Governance The recent global economic crisis has highlighted more than ever the necessity of ensuring effective corporate governance within an organisation, and the Board of DTZ takes this very seriously. More detail is provided in the Corporate Governance report, but we have a well‑balanced Board including effective involvement from representatives of our majority shareholder who are well aware of their responsibilities to all shareholders, a committee structure which ensures the proper degree of attention to the key issues confronting the Group, and a thorough process of evaluation which assures us that the Board structure is working effectively and flexibly. Additionally, the Board has considered carefully the need to appoint a Senior Independent Director and concluded that Lorraine Baldry, who joined the Board on 1 April 2010, should be nominated as Senior Independent Director once she has had the opportunity to acquaint herself fully with the Company.

Employees On behalf of the Board and senior management I would like to thank each and every person at DTZ for the important

www.dtz.com

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Chief Executive’s Review

Paul T. Idzik Group Chief Executive

The past 12 months have been a productive time for DTZ. Although conditions remain challenging in many of our key markets, we restored profitability on an operating basis and the tangible benefits from our recent restructuring are now embedded in the business and have positioned us well for future growth. Certain results of that restructuring such as lowered staff costs and improved operating margins were of course a priority at the time. However, of equal importance then, and what matters even more as we move forward, is how the restructuring has made the firm better positioned to deliver results for our clients. I am specifically referring to the fact that DTZ increasingly operates today with a ‘One Firm’ approach, working across our service lines to deliver responsive, creative solutions to clients’ real estate needs in all of our markets across the globe. This change is key and will make a real difference to the business in the years to come.

Performance Revenues for the financial year ended 30 April 2010 reduced slightly by 2.2 per cent to £356.0 million (2009: £364.1 million). However, after normalising for the effect of discontinued or disposed entities, the Group grew revenues by 1.5 per cent to £351.4 million (2009: £346.3 million) on a like-for-like basis.

Strategic objectives • To be the best firm in the real estate services industry • To take a ‘One Firm’ approach in everything we do • To provide ‘best in class’ services to our clients wherever we choose to compete

As a result of the significant cost reduction programme undertaken we delivered a small profit before tax and exceptional items of £3.6 million (2009: loss £35.1 million). After exceptional items and before tax we reported a loss of £22.9 million (2009: loss £79.7 million). Despite the continuing uncertainty during the year in many of our markets, we benefited from our strong market positions across Asia Pacific and especially in China. Indeed, led by China, the Asia Pacific region delivered strong revenue growth and a robust performance. Interestingly, the growth trajectory in China is having a positive impact on one of its biggest regional trading partners, Japan, where we also enjoyed a good year in our Occupational & Development Markets and Investment Agency businesses. In the UK & Ireland, we saw increasing activity in the investment and occupier markets, led by Central London. CEMEA continued to face challenging conditions throughout the year, but Paris stood out as an exception and remained an investment alternative to London.

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DTZ Holdings plc Annual Report and Accounts 2010


In Canada, a country that has come through the financial crisis relatively unscathed, our business has remained in good shape.

Strategic Review and Restructuring The strategic review and restructuring programme we started back in 2008 is now complete and I am pleased to report that we have managed to achieve cost savings of over £75 million. Of that amount, circa £55 million came from structural staff cost savings and over £20 million from savings in operating expenses. There are three important points to be made about the restructuring: First, DTZ professionals never allowed the inherent demands of the initiative to distract from the continuing objective of being the ‘best in class’ in delivering tangible results for our clients. Second, we not only exceeded our initial cost reduction targets, we also delivered them ahead of schedule. Finally, the restructuring should be seen as part of a deep‑rooted and enduring approach, not as a ‘one‑off’ exercise. As we look to achieve sustainable profitability we will be constantly reviewing the shape of the business to ensure that it is fit for our clients both geographically and by service line. This flexibility will allow us to meet our clients’ evolving requirements – a good example is our expansion into Vietnam.

Corporate Development The Group has announced its intention to purchase the remaining 20 per cent of DTZ Asset Management Europe SAS which it does not already own. Asset management is a key business for DTZ and an area we have highlighted as a growth priority. If the proposed acquisition is approved by DTZ’s shareholders, DTZ Asset Management Europe SAS will become a wholly owned subsidiary of the Group.

The UK was also able to attract capital from international investors at a time when global cross border flows were down nearly 60 per cent year‑on‑year. For a business such as ours, which thrives on transactional activity, the performance of the UK in tough economic conditions is heartening. The picture becomes even brighter when you consider that Asia Pacific was the only region showing growth in cross-border flows into Europe. We hold strong market positions across the Asia Pacific region and continue to invest there. Our ability to facilitate the movement of that capital and then advise on the execution of a transaction is one of the many reasons why the ‘One Firm’ approach is so essential to the future of DTZ.

We also have grounds for optimism in the amount of new equity capital available

Global Market Environment Global quarterly transaction volumes (2005 – 2009) US$bn

200

150

100

50

Q1

Q3

Q2

Q4

Q1

Q2

Q3

Q4

Q1

2006

2005 Europe (ex UK)

Q3

Q2

Q4

Q1

UK

Q2

Q3

Q4

Q1

Q3

Q2

2008

2007

Q4

2009

Asia Pacific

US

Source: DTZ Research, REIS, Property Data

Global investment volumes totalled US$191bn in 2009, representing a 35 per cent decline compared with 2008, and more than a two third decline on the annual level reached at the peak of the cycle in 2007. However, with investment volumes having hit the bottom in Q1 2009, quarterly volumes have been growing since then. The sustainability of this recovery however remains uncertain.

Global economic outlook − annual GDP growth %

10 8

The Market and DTZ

6

In 2009, the two major markets which bucked the trend of continuing declines in real estate transaction volumes were the UK and Asia Pacific. These are DTZ’s two strongest markets.

4

In the UK, where investors were attracted by the depreciation in sterling as well as the depth and sophistication of the market, transaction volumes were flat compared to the previous year, according to DTZ Research. Quite remarkable, considering that transaction volumes globally were down 35 per cent year‑on‑year.

As we look to the future, we are seeing the early signs of those cross‑border flows spreading out further afield than just London. In 2009, the market saw activity from institutional investors in Asia targeting the UK, in particular London, but more recently there has been growing interest towards markets such as Paris and Berlin. While we expect European activity to slowly pick up in the coming year, it will in all likelihood be focused on those countries with higher credit ratings such as France and Germany, where we also have well established and strong businesses. Those Eurozone countries struggling under the weight of huge budget deficits will have a harder time attracting investment capital.

2 0

2008

2009 2010

2011

2012

2013

2008

2009 2010

2011

2012

2013

2008 2009

2010

2011

2012

2013

-2 -4

EU Actual

US

Emerging Asia

Forecast

Source: Oxford Economics

Forecasts indicate regional and global growth returning in 2010. While the EU is expected to lag somewhat the US and Asia, it will be heading towards trend growth by 2011/2012 – consequently we are now at the start of the new economic cycle.

www.dtz.com

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Chief Executive’s Review continued

to offset the debt funding gap – the gap created when the amount of a loan available to refinance a commercial property is less than the original loan itself. DTZ Research estimates that in Europe alone there is €116 billion of such equity capital available to European real estate over the next two years. As the banks continue tightening their loan to value ratios, we believe increasing pressures on both equity investors and lenders will result in a greater urgency to find effective and creative solutions and create transactions. In Asia Pacific, where we hold a dominant share of the market among non‑domestic firms, we expect that by 2011 China will have overtaken Japan as the second largest real estate market in the world. Our decision during the year to extend our Investment Management business to Asia Pacific is a clear sign of our confidence in that market.

Strategy The long‑term strategic objectives of DTZ have not changed. By taking a ‘One Firm’ approach in everything we do, we intend to become the best real estate services firm for our clients, in every market where we choose to operate. We will look to provide sustainable returns for our shareholders, and will do so by fostering a culture for our staff that is both dynamic and rewarding. At the start of our 2009/10 financial year, we indicated that growing market share organically in those markets that offered the best prospects would be a priority for us. In order to lay the foundation for that growth, we completed a strategic review of our operations that led us to exit a small number of loss‑making and non‑strategic areas and to focus our investments into more attractive markets. We are already seeing the results of our focused efforts in those chosen markets, demonstrated by the significant growth in revenues in China and the growth of our Investment Management business which won four new mandates during the year collectively totalling £510.0 million. These allocations taken together with existing Assets under Management would represent £2.0 billion of funds under management or a 40 per cent increase.

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DTZ Holdings plc Annual Report and Accounts 2010

At the same time, we made a number of senior hires focused on driving growth during the year that allowed us to significantly enhance our client offering in certain parts of the world. They included Hans Vrensen as Global Head of Research and David Schaefer as Head of the Investment Management business in Asia Pacific. Additionally, recent appointments in our North Asia business have targeted the fast‑growing domestic and international requirements of major Chinese businesses and included a Head of Valuation and an Occupier Services team, focusing on exporting Chinese occupational business overseas, once again capitalising on our cross border capabilities. A second strategic priority for last year was the completion of our firm‑wide strategic review and restructuring. As I mentioned earlier in my review this is now complete. It delivered the desired cost reduction and was brought in ahead of schedule. Our final strategic priority for the year was the continued build‑out of a global operating platform to support the ‘One Firm’ approach at DTZ. Alongside increasing efficiencies, we wanted to provide the necessary infrastructure to facilitate more cross‑selling among service lines and more cross‑border teamwork on behalf of clients for whom that is becoming more important. While work continues, we have begun to see the initial benefits of more timely and accurate financial information, more uniform HR processes, and better client relationship management information. As we look ahead to the current financial year, we have identified three strategic priorities which build on our progress to date. Overarching all these priorities is our commitment to attract, retain and develop the best talent in the industry in order to drive the business forward. First, we intend to pursue sustainable profitable organic revenue growth in all markets in which we operate, but specifically those markets where we see the most viable opportunities – in the near‑term China and the UK, and from our annuity businesses, Investment & Asset Management and

Property Management. Alongside these primary targets, as opportunities arise to leverage opportunities from our global transactional businesses we will, of course, continue to act on these. We believe our strength in China coupled with its strong growth, capital flows and rapidly expanding commercial real estate market, merits special consideration for strategic investment moving forward. Just as importantly we will target investment capital for the UK – a market that is already seeing initial signs of recovery and one in which we have a very strong regional presence. Among our service lines, we intend to invest in our Property Management business where we believe an enhanced offering will improve value to clients and our margins. Meanwhile our award winning Investment & Asset Management business has also been targeted for investment as a way to further propel growth. However, we will not pursue any opportunity simply for the sake of it; nor do we intend to disrupt our progress toward growth with an opportunity that could be distracting. The objective to ultimately expand our pre‑tax profit margins will guide any investment decision. Our measure of the success of this strategy will be how well we deliver consistent growth in revenues coupled with improving pre‑tax profits. The second strategic priority for the year will be the continuation of our cost containment initiatives, ensuring the cost conscious culture put in place in the last financial year endures into the future. At the same time, we will adopt a ‘fit for purpose’ cost ethic that focuses investment to drive a positive impact on our revenue generating capabilities. We have given ourselves some aggressive targets by which to measure our success against this strategy. Over the cycle we intend to reduce our staff costs to revenue ratio to 60 per cent – a target that betters our historical norms. In the same vein, having this year reached our 30 per cent target for non‑staff costs to revenue ratio, we intend to reduce this further.


Our final strategic priority entails deepening our current client relationships by delivering the benefits of the ‘One Firm’ approach to which I repeatedly refer. This approach is already being welcomed by clients in a variety of ways – by the ease with which they can work with DTZ through one contact; by the knowledge that if they have a requirement arising on a local or global scale, this will be dealt with seamlessly; and by knowing that the moment an initial instruction moves beyond a particular service line, the entire breadth of knowledge and experience across DTZ can be quickly and efficiently brought to bear.

Measuring our performance

We will measure our success in strengthening our client relationships by the growth in the number of clients from whom the Group derives revenues in excess of £0.5 million per annum.

Summary Having returned to profitability at an operating level, our main strategic priority for the coming year and beyond has to be to focus on driving revenue growth, while expanding our pre‑tax profit margins, which in turn will enable us to deliver improved shareholder value. Our management model remains very clear and DTZ professionals globally know what is expected of them; they are on the front foot in delivering world‑class client service levels and new business mandates. Together we have achieved a great deal over the past 12 months for our clients and shareholders, and as we look to the future, and the long term success of the Company, I am confident that we can maintain this momentum to continue building a highly profitable business of which we can all be proud. Whatever satisfaction DTZ takes from its efforts over the past year, we realise we have just begun the journey to become the best firm in the real estate services industry.

Paul T. Idzik Group Chief Executive 13 July 2010

Executive Committee Back row: John Forrester, Head of UK & Ireland; Paul Idzik, Group Chief Executive; Killian O’Higgins, Chief Executive Officer of Asia Pacific Front row: Menno Maas, Chief Executive Officer of CEMEA; Bob Rickert, Group Finance Director & Global Chief Operating Officer; Isaac Krymolowski, Global Head of Consulting & Research; Serkan Bektas, Global Head of Investment & Asset Management

Our strategic priorities and progress The Board is responsible for agreeing and monitoring implementation of the Group’s strategy. To measure the Group’s progress against 2010/11 strategic priorities the Board has introduced some key performance indicators (KPIs). Using these KPIs the Group will report back on progress in next year’s Annual Report. The Group’s Executive Committee (photographed above) is responsible for proposing and implementing the strategy of the Company. See page 10 for details of our 2009/10 strategic priorities, our achievements to date, as well as our new priorities for 2010/11, and how we will measure our performance.

www.dtz.com

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Chief Executive’s Review continued

Strategy and KPIs

2009/10 Strategic Priorities

Progress

Increase market share through organic growth in chosen markets

• Significant increase in revenues from China • Growth of Investment Management business – four new mandates totalling £510 million • Number of global senior hires focused on driving growth

Complete far‑reaching strategic review and restructuring programme

• Exited a small number of loss‑making and non‑strategic businesses; focused investments into more attractive markets • Delivered cost savings of over £75 million – exceeded expectations and delivered ahead of schedule

Continue implementing ‘One Firm’ approach

• Global and regional heads appointed to facilitate cross selling and seamless cross border service delivery • Consistent global approach to financial reporting, HR and client relationship management

2010/11 Strategic Priorities

Key Performance Indicators

Pursue sustainable profitable organic revenue growth in all markets in which we operate, but specifically:

Revenue (£m)

• Near‑term regional focus on China and UK

2007

• Annuity businesses – namely Investment & Asset Management and Property Management

2008

• Leverage opportunities from global transactional businesses

2006

2009 2010

232.4 310.3 446.3 364.1 356.0

Target: To grow profitable revenues

Continuation of cost containment initiatives:

Staff costs to revenue ratio (%)

• Embed cost conscious culture introduced last financial year into the Group

2006

• Adopt a ‘fit for purpose’ cost ethic that focuses investment to drive a positive impact on revenue generating capabilities

2008

62.1

2007

62.9 67.3

2009

74.0

2010

67.7

Target: To reduce the staff costs to revenue ratio to 60 per cent over the cycle, a target that betters our historical norms

Non‑staff costs to revenue ratio (%) 2006 2007 2008

28.0 26.7 29.1

2009 2010

35.1 30.5

Target: To operate below a 30 per cent non‑staff costs to revenue ratio

Deepen client relationships by delivering benefits of ‘One Firm’ approach:

Number of clients from whom Group derives revenues in excess of £0.5 million*

• Clients increasingly served through one DTZ contact

2006

• Bring the best of DTZ to clients – requirements handled seamlessly irrespective of local or global nature • Enhanced cross‑selling across service lines and geographies

2007 2008 2009 2010

110

Target: To grow the number of clients from whom the Group derives revenues in excess of £0.5 million per annum * 2010 is the first year we have collected data for this KPI. We will continue to measure and report on this year-on-year.

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DTZ Holdings plc Annual Report and Accounts 2010


Financial Review

Bob Rickert Group Finance Director and Global Chief Operating Officer

The 2009/10 financial year saw challenging conditions remain in many of our markets. However, as a result of the far‑reaching restructuring programme which continued throughout the year, the Group is pleased to report a significant improvement in its operating results, delivering a profit before tax and exceptional items of £3.6 million, having made an equivalent loss of £35.1 million in 2008/09. EBITDA has improved to a loss of £3.2 million (2009: loss £66.4 million). EBITDA adjusted to exclude the effect of exceptional items moves to a profit of £16.4 million (2009: loss £21.8 million). This is a clear demonstration of the success of our actions against the background of a challenging market and despite a small decline in revenues to £356.0 million (2009: £364.1 million). After normalising for the effect of discontinued or disposed entities, the Group’s revenue rose by 1.5 per cent to £351.4 million (2009: £346.3 million). The improvements we have made to our financial controls and systems have been embedded across our business and are now part of our everyday existence. They provide a bedrock for our financial planning and enable the Company to move forward with greater clarity and confidence.

Highlights • Restructuring complete • Returned to profitability on an operating basis • Revenues increased from continuing operations • Strengthened balance sheet

Completion of Strategic Review and Restructuring As reported last year, the Group has been undertaking a strategic review of its operations to identify ways of enhancing the profitability and margins of the core business. The strategic review is now complete and as a result we have reduced headcount and exited a small number of loss making and non‑strategic businesses, while continuing to ensure our client coverage remains uninterrupted. We originally stated our expectation was to achieve at least £50 million in cost savings by 30 April 2010 from these measures. We have in fact greatly exceeded that target achieving cost savings of over £75 million. Of that amount, circa £55 million came from structural staff cost savings and over £20 million from savings in operating expenses.

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11


Financial Review continued

The main actions resulting from our strategic review of the business during the year were: the sale of our 50 per cent interest in Rockwood in the United States; the closure of our operation in Russia, where DTZ now operates under a franchise agreement with its partner in Kazakhstan, and the sale of our business in New Zealand. During the year, we also acquired the remaining 20 per cent minority interest in our business in Sweden as part of our strategy to fully own our core operations. Following year‑end, we have announced the proposed acquisition of the remaining 20 per cent of DTZ Asset Management Europe SAS that we do not own. These actions, together with our strengthened balance sheet, have positioned the Group for future profitable growth as markets recover.

Results

(6.9)

Loss before tax

(22.9)

(79.7)

As a result of our restructuring programme we incurred exceptional charges of £26.5 million (2009: £44.6 million). Of these £13.8 million relate to cash costs incurred or provided for during the year and £12.7 million are non‑cash charges.

Basic loss per share

(9.60)p (82.75)p

Earnings/(loss) per share adjusted to exclude exceptional items

0.74p

While the strategic review and resulting restructuring are now complete, and we do not envisage significant changes to our geographic footprint, we will remain flexible and continue to ensure the business is appropriately sized for market conditions. Further, where market conditions support it, we will invest in our business to ensure we are well placed to benefit from areas where we see increasing and sustainable levels of activity. Of the £356.0 million of revenue, £4.5 million is attributable to discontinued operations (2009: £17.7 million) giving an adjusted revenue of £351.4 million (2009: £346.3 million) an increase of 1.5 per cent in the year.

facing teams and the trust our clients have in DTZ that we were able to deliver this revenue while simultaneously undertaking such a fundamental restructuring of the business.

Summary of the Group’s income statement:

Revenue Profit/(loss) before taxation and exceptional items

2010 £m

2009 £m

356.0

364.1

3.6

(35.1)

Foreign currency movements also had a significant impact on our results. On an underlying, constant currency basis, our revenue decreased to £343.3 million – a decline of £20.7 million or 5.7 per cent. In the UK & Ireland revenues decreased to £145.7 million (2009: £162.7 million).

Exceptional items: (14.9)

(17.3)

Impairments

(0.3)

(27.3)

Disposal of Russia and New Zealand

(4.4)

Restructuring costs

Refinancing costs

Our CEMEA business delivered revenues of £91.5 million (2009: £103.2 million), a decrease of 11.3 per cent, reflecting the challenging markets. Our Asia Pacific business showed strong growth with revenues up 24.1 per cent to £98.5 million (2009: £79.4m). Asia Pacific is now our second largest market after the UK & Ireland, contributing 27.7 per cent to the Group’s total revenue.

(40.29)p

Despite the sale of DTZ Rockwood which contributed £4.5 million of revenues in the prior year, The Americas region, which is predominately comprised of DTZ Barnicke, our Canadian business, reported a growth in revenues of £1.5 million to £20.3 million.

Revenue Despite difficult trading conditions, overall our business performed well during the year and benefitted from an improved strategic focus and the reduction in our cost base. As part of our management reorganisation, during the year, we divided the ‘Capital Markets’ service line into Investment Agency and Investment & Asset Management and these businesses are reported separately in our Operating Review. This new structure reflects our reporting and management structures and will help investors gain additional clarity on our business.

Noteworthy performances from our services lines include a 19.8 per cent increase in revenues to £46.6 million (2009: £38.9 million) by our Investment Agency business and a 7.1 per cent increase in revenues to £118.5 million (2009: £110.6 million) from our Occupational & Development Markets business. The reduction in revenues from our Investment & Asset Management business is attributed to a restructuring of our Corporate Finance unit to better focus on profitable revenue generation and our exit from DTZ Rockwood. Further detail on the performance of our services lines can be found in the Operating Review.

In a robust performance by the Group – in light of the ongoing challenging economic conditions and varying degrees of recovery displayed by our markets – revenue declined by only 2.2 per cent to £356.0 million (2009: £364.1 million). It is a testament to our client

Revenue by Geography and Service Line 2010 The Asia Pacific Americas £m £m

UK & Ireland £m

CEMEA £m

Occupational & Development Markets

37.1

28.1

34.7

Professional Services

50.7

26.2

Valuation

22.8

17.6

Investment Agency

16.9 4.8

Investment & Asset Management Consulting & Research Total

Total £m

%

18.6

118.5

33.3

45.2

31.4

22.0

12.1

110.6

30.4

16.8

93.7

26.3

53.1

24.4

16.9

94.4

25.9

20.4

60.8

17.1

30.4

23.4

20.3

74.1

20.3

7.0

21.0

1.7

46.6

13.1

10.6

8.9

13.8

5.6

38.9

10.7

9.0

13.8

3.9

7.8

9.1

0.1

1.1

18.1

5.0

12

DTZ Holdings plc Annual Report and Accounts 2010

CEMEA £m

Asia Pacific £m

The Americas £m

Total £m

%

1

13.4

3.6

5.6

22.6

6.3

15.8

6.0

6.2

28.0

7.7

145.7

91.5

98.5

20.3

356.0

100.0

162.7

103.2

79.4

18.8

364.1

100.0

‘CEMEA’ – Continental Europe, Middle East and Africa, previously reported as EMEA – excluding UK & Ireland.

1

2009 UK & Ireland £m

1


Costs 2010

2009

Total costs pre exceptional items £m

Exceptional items £m

Total costs after exceptional items £m

Staff costs

240.9

10.1

251.1

269.4

12.1

281.4

Other costs

100.8

9.5

110.3

119.3

32.5

151.8

7.6

7.6

8.4

8.4

349.4

19.6

369.0

397.1

44.6

441.6

Depreciation

Costs before exceptional items decreased by £47.7 million (12.0 per cent) to £349.4 million (2009: £397.1 million). This is attributable to the Group’s restructuring programme, including the sale of the Group’s 50 per cent interest in DTZ Rockwood, redundancies and lower incentive compensation payments. During the period staff costs declined by £28.5 million or 10.6 per cent. The number of directly employed staff declined by 938 people over the course of the financial year to 4,637 primarily as a result of our restructuring actions. Along with our peers in service industries across the world, the Group’s largest cost remains staff, which accounted for 67.7 per cent of revenue compared with 74.0 per cent in the previous year. This decrease is attributable to the restructuring actions we have taken. As the Group’s most significant cost, we monitor the correlation between staff costs and revenue very closely, a process made easier as a result of the reporting measures put in place by the Executive Committee. We are targeting a further improvement in this ratio as the 2010/11 fiscal year unfolds and remain committed to driving this ratio towards 60 per cent. The most significant area of cost reduction was seen in operating costs, which declined by £18.5 million or 15.5 per cent. In addition depreciation and amortisation reduced by £0.8 million to £7.6 million. As a proportion of revenue, other costs were 30.5 per cent in the year compared with 35.1 per cent in the previous year. We have reached our 30 per cent target and are now looking to optimise further as we continue to focus on our cost base. Foreign exchange movements had a significant impact on costs. On an underlying basis, for the entire year, our costs decreased to £337.5 million, a decrease of £59.6 million or 15.0 per cent.

Exceptional Items During the year, certain exceptional items have been recognised and charged to the income statement. To enable a clearer understanding of the Group’s underlying performance and to assist comparability between periods, the exceptional items have been reported separately in the income statement. The reasons for these exceptional items are: 1 Restructuring and redundancy costs as a result of our restructuring programme of £14.9 million, of which £10.1 million relates to redundancy costs. 2 The sale of the New Zealand and the closure of our Russian operations which resulted in a loss of £4.4 million in the year. 3 Costs relating to the renegotiation of our financing arrangements with RBS of £6.9 million. Of this, £3.9 million relates to costs directly associated with the refinancing that were capitalised in the prior year and £1.5 million relating to costs incurred in the current year relating to refinancing costs but now released to the profit and loss. The remaining £3.0 million is a non‑cash expense resulting from changes made to our interest rate swaps that was released from the hedging reserve as required by accounting standards.

Taxation The Group’s tax charge has decreased to £0.5 million (2009: £7.2 million). This reflects the tax charged in jurisdictions where the Group generated profits, and the recognition of deferred tax assets of £4.1 million.

Earnings per Share and Dividends Basic earnings per share before exceptionals has returned to a profit of 0.74 pence per share (2009: loss per share 40.29 pence). Basic earnings per share after exceptional items has also improved, but remains a loss per share of 9.60 pence (2009: loss 82.75 pence) as a consequence of the size of exceptional items.

Total costs pre exceptional items £m

Exceptional items £m

Total costs after exceptional items £m

The Board continues to believe it is in the best interests of the Group to continue to maintain the strength of its balance sheet and therefore has decided not to recommend a final dividend for the year to 30 April 2010 (2009: nil). No interim dividend was paid during the year so the total dividend for the year is nil (2009: nil).

Acquisitions and Disposals During the year, the Group undertook the following corporate activity: • On 18 May 2009, the Group disposed of its 50 per cent interest in DTZ Rockwood for a nominal amount; • On 2 October 2009, the Group’s operations in Russia closed and DTZ now operates in Russia under a franchise agreement with its franchise partner in Kazakhstan; • On 30 October 2009, the Group disposed of 100 per cent of its interest in DTZ New Zealand; • On 27 November 2009, the Group acquired the remaining 20 per cent minority interest in DTZ Sweden to bring its share holding to 100 per cent.

Pensions At 30 April 2010, a deficit of £10.2 million was held on the balance sheet (2009: £6.0 million). The deficit has increased primarily due to changes in the underlying actuarial assumptions, primarily the discount rate reducing to 5.5 per cent (2009: 6.7 per cent).

Cash Flow and Borrowings In July 2009, DTZ secured an additional mezzanine facility of up to £15.0 million from its largest shareholder, SGP to support the acceleration of its restructuring plans. In addition, the introduction of this mezzanine facility permitted the Company to renegotiate its banking facilities. Consequently the Group is now in a stronger position compared to the prior year end. Further details are provided below and in notes 21 and 22 to the financial statements.

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13


Financial Review continued

Risks and Uncertainties As at 30 April 2010, the Group had cash and cash equivalents of £50.6 million. This compares to £48.7 million at 31 October 2009 and £37.8 million at 30 April 2009. In addition, the Company had a revolving credit facility of £15.0 million and £5.0 million under the SGP facility at the year end. Throughout the year, the average cash and cash equivalents for the Group was £40.7 million, compared to £32.3 million in the prior year. Net debt at 30 April 2010 was £47.5 million (2009: net debt £50.8 million), comprised as follows:

Cash and cash equivalents Loans Net (debt)/cash Undrawn facilities

2010 £m

2009 £m

50.6

37.8

(98.1) (47.5) 20.0

(88.6) (50.8) 15.0

Financial Risk Management The Group has formal financial risk management policies in place designed to minimise financial risks for the Group. These policies and risks are reviewed annually and appropriate delegated authorities put in place. All material financing transactions are subject to approval by the Board. The treasury function is not a profit centre and the Group does not undertake speculative transactions.

Key Financial Risks Foreign currency risk

Interest rate risk

Credit risk

The key financial risks impacting the Group are: Liquidity risk

At 30 April 2010, the Group’s net assets were £59.9 million (2009: £75.1 million). This change is largely as a result of the loss for the year.

Summary 2009/10 has been a year of significant progress for DTZ. We have restructured and refocused our business and our finances have been stabilised. Our client facing teams have remained focused on our clients and in so doing have delivered a robust performance in difficult conditions. We continue to face uncertain and challenging trading conditions but DTZ is now well positioned to deal with those challenges and focus on delivering profitable revenue growth.

Bob Rickert Group Finance Director and Global Chief Operating Officer 13 July 2010

14

DTZ Holdings plc Annual Report and Accounts 2010

Operational Risk Management The Group’s risk management process is integral to the operations of the business and risks are regularly assessed. This process is managed by the Group Risk Management Committee, which is chaired by the Global Chief Operating Officer. The Committee’s remit includes all appropriate aspects of risk including financial systems and controls. It is of course not possible to mitigate completely the risks that the Group faces, especially in a rapidly changing economic climate, however the principal risks are:

Key Operational Risks Changing market conditions

Reputational and brand risk

Recruitment and retention of staff


Commentary The Group publishes its results in sterling but has a number of overseas businesses operating in foreign currencies. The Group does not, at this stage of its development, consider it necessary to hedge the foreign exchange risks arising from the translation of overseas trading results into sterling. However, the Board does seek to hedge against the translation of foreign currency denominated assets and liabilities by arranging acquisition finance in the same currency. At 30 April 2010, the Group had bank loans denominated in foreign currencies of £22.9 million in order to hedge against specific investments. The Group’s current policy is that interest rate exposure to floating rates should not exceed 50 per cent. The Group has interest rate swaps to manage its exposure to interest rate fluctuations. At the year end, approximately 59 per cent of our borrowings were at fixed rates. The Group’s principal financial assets are bank balances and cash, trade and other receivables and investments. The Group credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event, which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The credit on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The Group seeks to maintain sufficient liquidity to meet its long‑term strategic objectives. During the year management undertook an extremely thorough planning and budgeting process including the Group’s liquidity requirements. The Group maintains a working capital model. Sensitivities are modelled taking reasonable account of possible changes in trading performance to ensure the Group has adequate resources to meet its working capital requirements for the foreseeable future, being at least 12 months. The Group also prepares and monitors rolling forecasts of its liquidity position (comprising undrawn borrowing facilities (note 21) and cash and cash equivalents (note 22). This is carried out at local level in the operating companies of the Group as well as on a Group consolidated basis. These forecasts have been subject to stress testing by management.

Nature of Risk

Key Controls and Mitigation

The international property market is cyclical and will be impacted by changes in economic activity, interest rates and the availability of finance. Additionally the Group remains sensitive to the underlying economic environment in the markets where it operates. In particular, the Eurozone and the UK have seen significant turmoil due to the effects of sovereign debt and governmental policies. A significant slowing of economic activity could impact real estate markets which would potentially impact results.

• The Group’s geographic spread and range of services helps mitigate, but cannot eliminate this risk.

In a professional services business there is always a risk that professional opinions given in good faith can in some circumstances lead to claims against the business and generate associated adverse publicity. These risks may increase in deteriorating markets.

• With increasing recognition of DTZ as a global brand and with an excellent reputation, the Company understands the importance of maintaining high standards. Accordingly, management has established standardised procedures which seek to minimise the risk of claims against the business by ensuring robust process controls.

The Group’s employees are crucial to the success and future development of the Company.

• It is essential that we reward and manage the development of employees securing their continued contribution to the business.

• Management has undertaken a robust planning process and implemented stringent performance measures and accountabilities to mitigate this risk as much as possible.

• The UK business successfully achieved certification with the latest ISO9001 standard in March 2010 for its business processes, one of the first real estate companies to do so.

• The Group has put in place retention schemes for key staff and is constantly reviewing all aspects of its compensation and reward structures to ensure its ability to attract and retain high performing employees.

www.dtz.com

15


Operating Review

Occupational & Development Markets Revenue £118.5m (2009: £110.6m)

chains, while landlords were impacted by a severe reduction in requirements and pressure from existing tenants to re‑gear existing leases on more favourable terms. Notwithstanding this, DTZ advised on approximately 375 transactions comprising over eight million sq ft of space. In the retail sector, uncertainty over already constrained consumer spending patterns translated into a variety of pressures. However, at the same time there were some positive signs in the market, including a stabilisation of insolvencies and the resumption of bank lending.

Our Occupational & Development Markets business provides advice and transaction support to occupiers, landlords, and developers. During the year, as the Group undertook its own restructuring, the team advised clients who were also adjusting to more difficult market conditions. Through working closely with clients, tailoring solutions to meet their specific requirements, the business was able to grow revenues to £118.5 million (2009: £110.6 million).

UK & Ireland Due to a combination of factors including pent‑up demand and very favourable leasing opportunities, the office sector in central London experienced an increase in take‑up which exceeded market expectations. As a result of that activity, DTZ retained a top two position by number of transactions. Outside of London, the business turned its attention to occupiers, helping them take advantage of favourable market conditions – for instance larger corporate occupiers are now looking at sizeable Grade A properties as a way to consolidate workforces and achieve business efficiencies. In the industrial and logistics sector, occupiers were consolidating their supply

In response to these events, the retail business performed well, working proactively with clients and sensing where the market was heading. For example, the team focused attention on landlords as they sought to retain existing tenants offering attractive, but prudent packages to protect occupancy levels.

CEMEA Our business in CEMEA advised on instructions totalling 30.5 million sq ft of office space and retained top three positions in several key markets, including Amsterdam, Berlin, Paris, and Warsaw during the year. Our teams were proactive in meeting the needs of occupiers as they sought to consolidate, renegotiate leases or secure better quality space.

Asia Pacific In the one region that remained economically robust last year, the Occupational & Development Markets business delivered a very strong performance. As DTZ continues building its Chinese operation, this business is expected to play a major role in that expansion as the development of China’s second and third tier urban centres will lead to an increase in demand for advisory services.

In May 2009, DTZ advised Brooks Brothers on its expansion into Canada, opening its first Canadian store in Vancouver, followed by its second in Toronto in September 2009. The early success of these stores has led to further expansion plans for the leading fashion brand across Canada.

Canada

16

DTZ Holdings plc Annual Report and Accounts 2010

Outside of China, the team also had a busy year. In Australia, it advised on three of the largest transactions in the country, while in India DTZ acted in a tenant representative capacity to a number of major global clients. Finally, in South East Asia, the team secured several major new mandates in Singapore and Thailand.

The Americas For the majority of the past 12 months in Canada tenants were ‘right‑sizing’ their office accommodation and taking advantage of softer rental conditions to upgrade to better quality space. While bank financing was restricted during the height of the crisis, Canadian lending institutions are now in a much better position to provide liquidity for developers and investors going forward.

Global Corporate Services As the team which serves as the gateway into DTZ for large multi‑national corporations, our Global Corporate Services (GCS) business provides clients with one point of contact for all their occupational needs. This year saw the GCS team increasingly focus on providing multi‑disciplinary real estate solutions, playing to the firm’s strength as a global all round service provider. Consequently, in fulfilling the requirements of its global mandates, the team worked closely with clients and DTZ specialists from across the business including project management, consulting, agency and property management.

Summary By being quick to adapt to the changing market conditions and by taking the necessary steps to remain close to its clients, the Occupational & Development Markets business is ideally situated to build on its strong performance when markets return to greater levels of activity.


Professional Services Revenue £93.7m (2009: £94.4m)

For both sets of clients, our ‘Maximo’ operations system, which electronically manages all aspects of our facilities management offering and has just completed its first full year of operation, meets the client demand for an efficient use of a wide variety of data such as health and safety, sustainability, third party contracts and performance indicators.

Asia Pacific

UK & Ireland

First, it has targeted second‑ and third‑tier population centres which were previously served primarily by domestic Chinese real estate companies. With these centres experiencing rapid growth and the accompanying demand for good quality office, retail, and industrial space, the team has moved quickly to meet that demand. This past year alone, property management teams were involved in assignments for 960 million sq ft of space in over 60 Chinese cities. It is expected that further services will be provided as these smaller population centres continue maturing.

With the economic environment now stabilised relative to two years ago, the business is taking advantage of the opportunities summarised above as well as the continuing client drive to outsource. The environment in the global real estate markets played to the strengths of our Professional Services business which delivered a solid performance during the year, delivering revenues of £93.7 million (2009: £94.4 million). The Professional Services business, which comprises our property and facilities management teams alongside our building consultancy and project management departments, advises two different client groups; investors and corporate occupiers. Investors, faced with pressure from lenders, prioritised the need to maintain cash flow, retain occupiers, and minimise non‑recoverable costs during the year. In addition, investors’ lenders are now insisting on documentation and management reports that demonstrate both transparency and efficiency. Corporate occupiers have in the past two years seen ample opportunity to improve their positioning with owners in terms of rents and lease terms. That opportunity has translated into a strong flow of business for DTZ.

In order to improve value, it was only natural that corporate clients would turn to the outsourcing of their real estate management needs. DTZ has stepped into the frame in a way that should generate a sustainable source of income in the future with a strong focus on margins. Our Sustainability business serves clients in several ways: fulfilling their legal and regulatory requirements, helping them to achieve or improve the green nature of their holdings, as well as ensuring that their portfolio holdings are positioned correctly for the day when a value will be placed against the carbon costs of those holdings. The heightened awareness of environmental issues within the global real estate market has enabled the Sustainability business at DTZ to grow its revenues significantly.

CEMEA In CEMEA our team had a very busy year; particularly supporting retail clients. DTZ was involved in the opening of 20 new shopping centres predominantly located in Germany, Poland, the Czech Republic, and Slovakia. While the overall economic climate in Europe remains uncertain, the retail pipeline remains relatively robust.

In China, our Professional Services business continues to perform well and is the largest non‑domestic real estate management firm operating in China. The business is now embarking on a two‑pronged strategy to expand its offering and further develop its market position.

Secondly, the expertise that DTZ has developed in the UK & Ireland and CEMEA as a leading real estate adviser to the retail industry is supporting this momentum in China. The key driver behind our focus here is the strong demand for consumer goods in China, which is evidenced by the fact that in major urban centres, such as Shanghai, prime retail land is almost entirely occupied and the annualised growth rate of sales in consumer goods is approximately 13 per cent.

Summary Professional Services has demonstrated its ability to evolve to support changing client needs. As markets improve and equilibrium returns in the relationship between landlords and tenants, the business is poised to capture market opportunities.

DTZ was awarded a contract by international developer and investor Ballymore Group to undertake retail, office and residential property management services for the new landmark 2.5 million sq ft Eurovea scheme in Bratislava, the largest mixed‑use commercial development in Central Europe.

Slovakia

www.dtz.com

17


Operating Review continued

Valuation Revenue £60.8m (2009: £74.1m)

mainly in central London. As supply outpaced demand, particularly in central London, the first capital flows back into the market came from institutional investors and opportunity funds. While the initial interest was in prime property stock, that interest broadened to other areas of the market with the return of investors looking for enhanced yields. At the same time while overall lending volumes remained significantly depressed from pre‑crisis levels, there are signs of some initial lending activity which will have a direct positive impact on the business.

The performance of the Valuation business, closely linked to global transaction levels, typically lags behind the rest of the real estate market by six to 12 months. That time lag, coupled with continuing uncertainty in the sector, negatively impacted its performance last year with revenues standing at £60.7 million (2009: £74.1 million). With greatly reduced business flows from its traditional client base of portfolio and strategic investors, the business responded by pursuing new opportunities in those parts of the market that were still active, namely distressed debt investors, bank work‑out groups, and court‑appointed receivers. Its overall revenues also benefited from a solid performance by the business in Asia Pacific.

UK & Ireland After two years of steady, downward pressure, the Valuations business started to see a recovery in property values in the middle of last year that translated into an increase in activity at the prime end of the market, although this was concentrated

It is also expected that there will be a marked pick‑up in activity working with lenders and investors to retrieve capital through the direct sale of properties, transfer of debt, introduction of joint venture partners or through some form of insolvency process including the appointment of LPA receivers. The level of those appointments has been subdued up until now because of the limited opportunity for lenders to exit properties at acceptable levels. Outside receivership appointments, activity has improved in the amount of valuation work being undertaken on behalf of banks and loan service providers seeking advice regarding distressed real estate portfolios. This business is being undertaken as part of a broader pan‑DTZ effort that includes our investment agency, building consultancy, and property management teams.

CEMEA The CEMEA market remained a challenging one for the Valuations business last year as regional economic uncertainty greatly reduced transaction flows.

During the year, DTZ valued 104 items of properties comprising 27.1 million sq ft of gross floor area attributable to Swire of residential, commercial, hotel and serviced apartments in Hong Kong, as well as various development sites and other properties in the US and mainland China, totalling HK$183.8 billion (£14.8 billion).

Hong Kong

18

DTZ Holdings plc Annual Report and Accounts 2010

Adding to the challenges presented by the market are the methodological approaches toward valuing properties that exist within different national real estate markets. In order to address those differences and improve operating margins, Valuations began migrating during the year towards a regional service line approach in the way it manages its business and advises international clients. The global funds and institutions we advise continue to focus on centralising management and risk functions, cross‑border assignments, and require coordination across multiple countries, but with a single reporting line back to the client. This is becoming a larger part of our offering and our own internal structure means we are well positioned to advise and service clients requiring this type of delivery.

Asia Pacific Along with its strong core business of providing valuations for mortgages and financing, the year saw heightened activity around the equity capital markets. In particular, DTZ was an active valuer of companies preparing for flotation on the Hong Kong Stock Exchange, completing 13 assignments. There is also an expectation that Real Estate Investment Trusts (REITs) will be launched in mainland China soon, which we anticipate will create substantial opportunities for the business.

Summary By being proactive and innovative, Valuations compensated for the lower transaction volumes by reaching out to opportunistic investors in the real estate market. With that stream of business expected to remain, and if markets continue to recover, Valuations will be well positioned for the upcoming years.


Investment Agency Revenue £46.6m (2009: £38.9m)

Our Investment Agency business advises on the acquisition and disposal of commercial real estate. While the investment markets continued to show varying degrees of recovery during the year, there was undoubtedly a pick‑up in the UK, driven by activity in central London and across Asia Pacific, driving revenues to £46.6 million (2009: £38.9 million) – a commendable performance. There were two overarching trends within the Investment Agency business over the past 12 months. First, there was a marked increase in cross‑border flows, predominantly for traditional core markets. After two years of moribund markets, investors were much more willing to look outside their own regions to add to their real estate portfolios. Secondly, the flow of investment into property markets only reached significant levels after institutional investors, who had been on the sidelines, recognised the diversification and yield enhancement that was now on offer within the real estate asset class.

UK & Ireland After an extended period of uncertainty, the London market improved throughout the year, based on a combination of built‑up local demand and overseas capital looking for safe, but potentially productive, opportunities. The first client group to conclude that the market had over‑corrected were opportunistic local buyers, followed by UK institutional investors and overseas buyers. Investment Agency, with its close ties to local markets and its ability to leverage DTZ offices in CEMEA and Asia Pacific, was ideally positioned to capitalise on these flows. Looking ahead, there are tentative signs of increased activity in the rest of the UK & Ireland. Strategic transactions that had been suspended during the market turmoil are now starting to be revived and overseas financial investors are looking beyond London to take advantage of buying opportunities.

CEMEA Although there have been some slight signs of improvement, the overall trading environment in CEMEA remains challenging, and has been recently exacerbated by new uncertainties surrounding the Eurozone. The only strong exception within CEMEA is Paris, where there has been an increase in occupier and investment activity – international investors have turned their attention to Paris as an alternative to London, but like London are suffering from a lack of investment opportunities. Looking ahead a potential bright spot for the region is the interest being shown by Asian investors who see Europe at the bottom of a market cycle and an opportunity to diversify

their portfolios and enhance their yield through select buying opportunities.

Asia Pacific The robust economic growth in this region allowed DTZ to continue to cement its presence throughout the major markets it serves, including China, and retain its top three position across the entire region. Although the year started slowly, the second quarter saw a return of activity, which continued throughout the remainder of the year. As a result DTZ brokered or advised on some of the largest sales in Shanghai, Tokyo, Taipei, Singapore, and Sydney, while in China it maintained its dominant position advising on more than 50 per cent of all significant investment agency deals.

The Americas In Canada, the troughs that other geographies experienced were not quite as pronounced. At the same time, the recovery of the markets in Canada should be quicker given the relative health of its fundamental economics and the strength of its banking system. The past 12 months ended on an optimistic note as Canadian REITs returned to the market with new money and an appetite for properties with good cash flows and sustainable yields.

Summary While we remain cautious, if the market recovery around the world continues, the corresponding increase in transactional activity should bode well for Investment Agency. Its ability to outperform the market and thereby capture more revenues will be dependent on its ability to tap into the cross border capabilities of the global DTZ network.

DTZ advised Shin Kong Life Insurance on the purchase of the three Asia Plaza office buildings in the Neihu Technology Park, Taipei, from Citi Property Investors for NT$11.35 billion (£218.8 million).

Taipei

www.dtz.com

19


Operating Review continued

Investment & Asset Management Revenue £13.8m (2009: £18.1m)

Predominantly comprising DTZ’s Investment Management and Asset Management businesses, which provide discretionary and non‑discretionary property investment acquisition and management services, the teams have remained active throughout the year winning some major new clients as we began to see the return of pension funds and other institutional investors to the real estate space. During the 2009/10 financial year, DTZ Corporate Finance was also reported as part of this service line. The reduction in revenues from the Investment & Asset Management business is attributed to a restructuring of the Corporate Finance business to better focus on profitable revenue generation and the exit from DTZ Rockwood. As a result, revenue for the year fell to £13.8 million (2009: £18.1 million). Since the year end the corporate finance team has moved out of the Investment & Asset Management business and going forward will be reported as part of our Investment Agency division.

DTZ Investment Management DTZ Investment Management is a London based investment management team focusing on both direct property portfolios and portfolios of funds.

From a low in early 2009, investor sentiment changed abruptly in the UK at about the financial half‑year. Institutional and retail capital returned quickly to the market as investors saw relative value in property investing. This weight of capital coupled with the general recovery in risk asset valuations has driven a 15 per cent recovery in capital values since July 2009 and DTZ Investment Management has enjoyed great success in expanding existing long‑term client mandates and helping new clients gain exposure to the market. To this effect during the year the team won four new mandates collectively totalling £510.0 million, comprising a mix of existing assets and new money to be invested. The business continued its long track record of market outperformance on its fully discretionary managed portfolios, averaging 200 bps per annum or more than the market on a one, three, five, and 10 year basis. This continued solid performance saw DTZ Investment Management receive the IPD/IPF Investment Award for the best risk‑adjusted 10‑year return of any UK managed fund for a fourth year running. This is the eleventh performance award our Investment Management business has won in the ten years since the IPD has been publishing these results. The team now manages £1.5 billion of property assets in the UK, plus a further £0.5 billion of new allocations from existing and new clients (2009: £1.4 billion of assets under management). Our Investment Management business continues to be a priority growth area for the Group, and investment in high quality talent has continued to meet this expansion. The development of our Asia Pacific investment management platform is a key component of our growth strategy. David Schaefer joined the business during the year to lead the establishment of DTZ

DTZ Investment Management secured the IPD/IPF Award for the best risk‑adjusted performance of any UK property fund over a 10‑year period for the Imperial Tobacco Pension Fund. IPD independently ranked the fund’s performance as first out of a total of 174 funds covering over £100 billion of UK property. This marks the eleventh award for DTZ Investment Management in the ten years that IPD has been measuring performance.

United Kingdom

20

DTZ Holdings plc Annual Report and Accounts 2010

Investment Management in Asia and to broaden the institutional client base of DTZ Investment management.

DTZ Asset Management DTZ Asset Management is a Paris based business providing acquisition, financing, asset enhancement and disposal services to a broad range of institutional investors from around the globe. The team advises on a diverse range of property portfolios in France, Germany, Belgium and Italy. During the financial year, DTZ Asset Management enjoyed a period of continued growth and won new mandates totalling €450 million. The gross assets under management was €3.6 billion as at April 2010 (2009: €3.5 billion). While the cyclical decline in property valuations adversely impacted the transaction volumes in this financial year, the track record and reputation of DTZ Asset Management places our business well to deliver top line and bottom line growth. The growth of the asset management business in existing and new geographies, as well as the broader application of our asset enhancement skills to deliver property portfolio restructuring solutions or assist banks in managing assets repossessed from distressed debtors, is a key strategic priority for DTZ. During the financial year, DTZ Asset Management won the award for Best European Property Manager from European Pensions.

DTZ Corporate Finance During the year the Corporate Finance business continued to be restructured with the objective of improved financial performance. While this resulted in lower revenue realisation, the restructuring has led to improved risk profile around this business and rationalised the cost base.


Consulting & Research Revenue £22.6m (2009: £28.0m)

Consulting With nearly 300 consultants worldwide, DTZ is one of the largest global property consultancies, and this depth of expertise is a key differentiator for the Group. Our service offering features two key elements; development consulting and corporate/ occupier consulting. We advise clients from across the private and public sectors, providing a comprehensive consulting service, from strategy definition and the development of business and funding plans to programme management and delivery.

During the year, DTZ’s Consulting & Research business felt the impact of the overall slowdown in markets and generated revenues of £22.6 million (2009: £27.9 million) for the year to 30 April 2010. Challenging market conditions and declining market demand for our UK development consulting services, exacerbated by pre‑election uncertainty in the UK, contributed to the reduction in revenues. However, while overall revenues were down, performance improved in our UK corporate/occupier consulting business and in certain of our Asia Pacific and CEMEA markets, reflecting the more robust market environment and the recognised strength of our consulting services. Alongside servicing its own client base, the Consulting business also acts as the well spring for the intellectual and analytical capabilities of the firm. The business plays a crucial role in supporting and deepening existing client relationships as well as consistently generating cross‑selling opportunities to other service lines within the Group.

Despite the development market slowdown, our development consultancy team has been proactive in guiding clients through the uncertainty in both economic recovery and real estate markets. Our advice spans the full development cycle from master plan through to end delivery, and the team is appointed on some high profile instructions. For example, DTZ has developed a unique expertise in the commercial development around rail hubs with engagements last year in Europe and Asia Pacific. To date, the team has advised on the redevelopment of more than 250 metro and rail stations around the world. The Middle East continues to provide our development teams with exciting instructions working on various projects across the region as countries there seek to bolster their infrastructure and diversify their economies. While in Asia Pacific, where markets continue on a growth trajectory, our Consulting business has been active in advising on issues such as the development of Central Business Districts (CBDs) and new cities. Finally our expertise in brownfield sites continues to win us new work. During the year we advised numerous clients on how best to exit from, or identify more productive use of, surplus land and buildings located around these sites. DTZ has developed an enviable

track record of originating and executing such brownfield divestment strategies and in Europe alone has advised on 50,000 acres of brownfield development over the last five years. The second specialist area within our Consulting business is our corporate/occupier consultancy which advises clients on the alignment of their corporate portfolios to their business objectives. In a continuing trend, our team was active during the year advising occupiers seeking to rationalise their cost base and transform their businesses. Indeed, in 2009 DTZ provided strategic advice to occupiers on over 32.1 million sq ft of real estate.

Research Through its well respected publications and market commentators, DTZ’s Research forms a major component of DTZ’s public voice. Its other major value to the Group lies in the insight it provides to clients across the firm. The team tracks the performance of markets, provides forecasts of key indicators and delivers industry‑leading insights on the implication of future trends. During the year, DTZ’s researchers around the globe published quarterly coverage on property markets in 30 countries and over 60 cities. This was supplemented by DTZ Research’s annual report series which includes Money into Property, our flagship publication for investors, and Global Occupancy Costs: Offices and Obligations of Occupation, our flagship publication for occupiers. DTZ Research operates as one global team with a local presence across DTZ’s markets, complemented by a global forecasting and strategy team. Acting as an independent research house it provides its own views and conclusions on real estate markets around the world.

DTZ was appointed by leading Egyptian real estate developer, Palm Hills Developments, to undertake a market and feasibility study for a proposed scheme in Cairo’s Sixth October District. DTZ set out the development recommendations and overall development feasibility.

Egypt

www.dtz.com

21


Corporate Responsibility

DTZ is fully committed to conducting its business in a socially responsible manner, balancing our commercial interest with professional integrity and the needs of our stakeholders – employees, clients, suppliers, shareholders and the communities in which we operate.

The CR Index is a voluntary, business‑led benchmark of responsible business practice, developed as a management tool to support companies who have a genuine interest in improving their social and environmental performance. DTZ’s responses were independently audited and our aim is to next year further improve our performance in BitC’s CR index.

The UK is our largest market and so our view is that the UK should set the standard for corporate responsibility (‘CR’) across our international operations. During the 2009/10 financial year we increased our involvement in a number of Business in the Community (‘BitC’) programmes and benchmarked DTZ’s performance in CR for the second year in succession through participation in BitC’s CR index.

Outside of the UK, each country operation is responsible for setting its own CR agenda, acting in accordance with its local environment. Some examples of the activities our teams globally are involved in include: In Shanghai, members of DTZ’s UK Pavilion Expo team organised a team from the World Expo 2010’s UK Pavilion, including the

2009/10 Targets

Consul General, to take part in a sports event in support of a local charity dedicated to the care of Chinese children with cerebral palsy. Also in Asia Pacific, DTZ staff donated funds to support the victims of the typhoon that engulfed Taiwan in August 2009, while in Australia staff supported the work of a local industry charity that works to safeguard the welfare of vulnerable children. Finally in Poland, DTZ lent its support to a recycling project which engaged local schools in a contest to reduce the amount of waste sent to landfill sites. In the UK our CR is concentrated in the four areas of marketplace, workplace, environment and the community.

2010/11 Targets

Status

Marketplace To develop delivery mechanisms for a ‘Green Lease Toolkit’

• We aim to improve CAESER by 2 per cent in 2010/11 • To further grow our sustainability services in the UK

To create a standard client offer, which can be delivered on any property – ‘Sustainably managed by DTZ’

Workplace To consolidate the variety of different reward programmes and link employees’ reward more closely to business performance

Excellent progress

• To conduct an employee opinion survey in the UK to assist the development of workplace goals

To ensure every employee has an interim and a final year performance review and that performance is appropriately differentiated To mobilise the best people available using a world‑class consistent selection process

• To embed the use of ‘Topgrading’ for all senior roles to enhance assessment of a candidate’s suitability including promotion process

Excellent progress

• To enhance DTZ’s learning and development programme in support of performance management • To promote DTZ’s Global Diversity Policy more extensively in the UK

Environment To further reduce energy consumption per square metre of UK occupied office space by 2.5 per cent

6.8 per cent

• Reduce Energy Consumption in the UK by 2 per cent (against 2009/10 performance)

In the UK to increase waste recycling by 5 per cent

13 per cent

• Increase waste recycling by 10 per cent in the UK (against 2009/10 performance)

To reduce travel related carbon footprint by 5 per cent per person in the UK

6 per cent

• Reduce carbon emissions from travel by 2 per cent in the UK (relative to turnover) • Establish Green Memoranda of Understanding at DTZ’s main offices in the UK • Collect gas consumption data for all DTZ offices in the UK, where gas is used as a fuel source • Collect water consumption data for all properties in the UK

Community To continue our fundraising effort towards the £200,000 target for Shelter To ensure our volunteering policy is fully implemented across the UK

22

DTZ Holdings plc Annual Report and Accounts 2010

£100,000

• To continue with our £200,000 fundraising target for Shelter • To increase the level of staff volunteering in the UK to 10 per cent


Our Marketplace Our view is that the real estate sector will be increasingly influenced by sustainability considerations so our aim is to ensure the advice we provide to occupiers and investors incorporates sustainability measures. Our seminars on sustainability have been well‑received and we have also provided advice on the CRC Energy Efficiency Scheme (previously known as the Carbon Reduction Commitment) which has legal effect from 2011. In 2009, DTZ was instrumental in the development of a new sustainability rating tool. Known as ‘Ska rating’, the methodology has been developed to evaluate the sustainability performance of office fit‑outs. The Royal Institution of Charters Surveyors (RICS) is now the custodian of ‘Ska rating’, which won the 2009 CoreNet Global Industry Excellence Award. During the year, DTZ made a significant contribution to BitC’s work to encourage retail‑led economic regeneration through joint research, practical support and our own projects. In 2010 DTZ achieved a 78 per cent score in the Corporate Assessment of Environmental, Social and Economic Responsibility (CAESER) and we are committed to maintaining and improving our score for 2011.

Our Workplace Throughout the 2009/10 financial year DTZ worked hard to keep staff informed of business developments and the achievement of key milestones.

The People Communication Forum (PCF), now in its second year in the UK, became a real asset for the firm and was responsible for the successful communication and consultation of a wide range of business and people related topics. The PCF has been an important channel to inform and consult staff and the feedback received has helped shape our approach. During the year, DTZ put in place succession for its most senior roles. In addition, to ensure robust performance management, DTZ implemented an international roll‑out of its Global Performance Management process which proved valuable. We continue to monitor the system to maintain standards and make improvements where necessary. In 2009 DTZ introduced the ‘Topgrading’ selection and recruitment process and this has improved the Company’s ability to assess a candidate’s suitability for senior roles. Accreditation of OHSAS18001 the health and safety standard, creates a hat trick for DTZ which also has registration for ISO 90001 and ISO 14001. We believe DTZ is one of the first professional surveying firms to achieve all three standards in the UK.

Our Environment At DTZ we are committed to minimising our impact on the environment and to working in partnership with clients and suppliers to develop best practice environmental management. The Company’s environmental management performance is accredited with ISO 14001 certification in Sweden and in the UK.

To help achieve its targets, DTZ promoted energy efficient practices to staff to coincide with the launch of the Princes Mayday Network. The network is a collaboration of businesses at all stages of reducing consumption of natural resources and carbon emissions.

Our Community DTZ’s contribution to its local communities developed substantially in the 2009/10 financial year and the Company received recognition from its key community partners for its unwavering commitment to society. Shelter, the housing and homeless charity, is DTZ’s corporate charity partner in the UK. As a leading property adviser DTZ is able to generate interest and support amongst the property industry for the charity. Over the past 12 months DTZ staff participated in numerous fundraising projects and raised £100,000 for Shelter; a significant milestone towards our £200,000 target. Noteworthy fundraising events included a Christmas market, a nationwide luxury prize draw, participation in ‘Vertical Rush’, a dash up the City of London’s Tower 42 and an art auction at DTZ’s global headquarters. The firm’s UK volunteering policy was relaunched during the autumn of 2009. Staff volunteering projects included; refurbishing community gardens, organising festive dinners for the residents of a high support hostel specialising in the rehabilitation of recovering alcoholic men, and, the redecoration of a house for a homeless family in Scotland.

Guests viewing a painting donated by Ineum Consulting, exhibited as part of a charity art auction hosted by DTZ at its London headquarters in aid of Shelter – its corporate charity partner in the UK.

www.dtz.com

23


Board of Directors

1

2

3

4

5

6

7

8

9

24

DTZ Holdings plc Annual Report and Accounts 2010


1. Tim Melville‑Ross (65) Group Chairman Board appointment: Non‑Executive Director: 17 January 2000 Chairman: 6 September 2000 Committee membership: Remuneration and Nomination (Chair) Committees Tim was formerly Director General of The Institute of Directors and, before that, Chief Executive of Nationwide Building Society. He is Chairman of the Higher Education Funding Council for England, Manganese Bronze Holdings plc and The Royal London Mutual Insurance Society Limited.

2. Paul Idzik (49) Group Chief Executive Board appointment: 3 November 2008 Before joining DTZ, Paul was Group Chief Operating Officer of Barclays Plc from 2004 to 2008, and previously held the Chief Operating Officer role for Barclays Capital Limited, the Investment Banking division of Barclays Plc. Prior to the positions at Barclays, Paul was a partner at management consultancy Booz, Allen & Hamilton, now Booz & Co. Paul was formerly a Non Executive Director of LCH.Clearnet.

3. Bob Rickert (49) Group Finance Director and Global Chief Operating Officer Board appointment: 27 May 2009 Bob joined DTZ in March 2009 as Global Chief Operating Officer and was subsequently appointed as Group Finance Director. He moved to the Group from Barclays Plc, where he had been the Chief Information Officer of Global Retail and Commercial Banking from January 2006 to February 2009. Before joining Barclays, he was the Chief Executive Officer of NT Medical Systems Inc, a North American medical technology systems company, and prior to this role had worked at IBM for 14 years and KeyCorp for five years.

4. Leung Chun Ying (CY Leung) (55) Chairman, Asia Pacific Board appointment: 14 December 2006 CY has been involved with the Group since 1993. In 1999 the Group bought a minority interest

in his business and affirmed the relationship in 2006 acquiring the remaining 70% of the equity. He has been Chairman of DTZ’s Asia Pacific business since February 2007. CY is a past Chairman of the Royal Institution of Chartered Surveyors in Hong Kong and a past President of the Institute of Surveyors in Hong Kong. He is also a Trustee, Executive Committee Member and Chairman of Asia for the Urban Land Institute of the United States and a Non Executive Director of Shui On Land Limited and Sing Tao News Corporation Limited. Since 1997, CY has been a member of the Executive Council of Hong Kong and is currently the Convenor. Since 2003 he has been a member of the National Standing Committee of the Chinese People’s Political Consultative Conference.

5. Lorraine Baldry (61) Independent Non-Executive Director Board appointment: 01 April 2010

7. Alicja Lesniak (58)

Independent Non-Executive Director Board appointment: 8 March 2004 Committee membership: Remuneration (Chair), Nomination and Audit Committees Alicja has over 30 years experience of financial and operational management in the management consultancy, engineering and, most recently, marketing services sectors. She retired during the year as CFO of Aegis Group plc. Previously she served as a Board member for BBDO Worldwide Inc. and prior to that she was Chief Financial Officer worldwide of Ogilvy & Mather and Managing Director of J Walter Thompson UK. Since 2006 she has been a Non Executive Director of the specialist staffing business SThree. Alicja is a fellow of the Institute of Chartered Accountants in England and Wales.

8. Frank Piédelièvre (54)

Committee membership: Remuneration, Nomination and Audit Committees

Non-Executive Director

Lorraine has over 35 years experience in a wide range of industries including Real Estate, Financial Services and IT. Lorraine is a current Board member of the Olympic Delivery Authority and Chairman of its Planning Committee. Lorraine was Chief Executive of Chesterton plc and prior to that held various senior positions at Prudential, Morgan Stanley and Regus. She is also former Chairman of both London Thames Gateway Development Corporation and Central London Partnership and was also a Non‑Executive Director of St Ives Plc. Lorraine is an Honorary Member of the Royal Institution of Chartered Surveyors and a past President of the British Property Federation.

Committee membership: Remuneration and Nomination Committees

6. Pascal Derrey (59)

9. François Tardan (57)

Non-Executive Director

Board appointment: 20 January 2009

Frank has headed the strategic committee of SAS Saint George since 2005 and was appointed Chief Executive Officer of SAS Saint George in 2008. He also holds the position of Chief Executive Officer of SAS Saint George Participations and is the Chairman of SAS Groupe CM Exedra. He served as Managing Director of Chantiers Modernes from 1982 until 1992 when he was appointed the Managing Director of SAS Groupe CM Exedra. He served as Managing Director of SAS Groupe CM Exedra until 1994, after which he was appointed Chief Executive Officer of Bureau Veritas in 1996.

Non-Executive Director

Board appointment: 20 January 2009

Board appointment: 20 January 2009

Committee membership: Audit Committee (Chair)

François has been Chief Financial Officer of Bureau Veritas since 1998. He started his career at the Ministry of Housing and Urban Development in Paris in 1980 where he worked until 1984. He then worked as an investment banker in New York until he was appointed as Vice President of corporate development of Chantiers Modernes in 1989. He held this position until 1994. He was appointed President and Chief Executive Officer of Fondasol in 1995 where he remained until 1998.

Pascal has been responsible for the corporate development of SAS Saint George since 2005. From 1974 to 1994, he worked for Unilever, primarily in the Finance Department, becoming Vice President of Finance of Unilever de Venezuela in 1988, a position he held until 1993. In 1994, he was appointed Managing Director of Alain Affelou SA.

www.dtz.com

25


Statement of Corporate Governance

Compliance with the Combined Code on Corporate Governance Throughout the year ended 30 April 2010 the Company has been in compliance with the provisions set out in Section 1 of the June 2008 FRC Combined Code on Corporate Governance (the ‘Combined Code’) except, as specified below, as regards the nomination of a Senior Independent Director and the composition of the Audit and Remuneration Committees. The Board continues to endorse and apply the principles of good corporate governance reflected in the Combined Code and in accordance with the Combined Code; a narrative statement of how the Company has applied the provisions of the Combined Code is set out below.

The Board of Directors The Board comprises Mr T D Melville-Ross, Group Chairman, Mr P T Idzik, Group Chief Executive, two other Executive Directors and five Non-Executive Directors. There is a separation of the roles and responsibilities of the Chairman and the Group Chief Executive. The Board has considered carefully the need to appoint a Senior Independent Director and concluded that Ms L I Baldry should be nominated as Senior Independent Director once she has had the opportunity to acquaint herself fully with the Company. The Directors submit themselves for election at the first AGM after their appointment and for re-election at least every three years thereafter. Details of the Directors submitting themselves for re-appointment at the AGM on 17 September 2010 are shown on page 39. As Chairman, Mr T D Melville-Ross is not considered independent, and, owing to the fact that they have been nominated by SAS Saint George Participations, Mr F Piédelièvre, Mr P G M Derrey and Mr F Tardan are not considered independent, but the other Non-Executive Directors are considered by the Board to be independent of management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement. Non-Executive Directors are appointed for periods of up to three years renewable for further periods in appropriate cases. Biographies of the Non-Executive Directors appear on pages 24 to 25 demonstrate the calibre and breadth of experience they provide to the Company, which complements the industry experience of the Executive Directors. Through the Company Secretary, all Directors can, if they so wish, take independent advice at the expense of the Company. The Board has a formal schedule of matters reserved to it for decision that includes: • Approval of annual budgets and strategic plans; • The establishment of new businesses or businesses in new geographical areas; • Acquisitions and disposals, major capital projects and material contracts; and • Changes to the Group’s capital, corporate or management structure. All Directors receive written reports prior to each Board meeting that enable them to take informed decisions on the corporate and business issues which they are considering. The Company Secretary is responsible to the Board for ensuring that its procedures are followed and is available to individual Directors for advice on those procedures. The Company Secretary supports the Chairman and Group Chief Executive in ensuring new Directors receive appropriate training and induction to the Company and that on-going training for Directors is provided when a need for such training is identified as part of the Board’s annual evaluation process.

Board evaluation The Board conducted a formal evaluation of its performance and of the principal board Committees during the year under the leadership of the Chairman and the respective Committee chairmen. The Board and each Committee has concluded that its performance and that of its individual members is satisfactory and is aligned with the Company’s strategic objectives and the interests of shareholders.

Board Committees The Board has established the following Committees details of which are set out below, each with defined terms of reference, procedures, responsibilities and powers. Each Committee reviews its terms of reference and effectiveness at least annually. The minutes of Committee meetings are sent to all Directors and oral reports of Committee activities are given at Board meetings. The terms of reference of the Board Committees are available, on request, from the Company Secretary.

Audit Committee The Audit Committee is chaired by Mr P G M Derry and comprises, Mr P G M Derrey, Ms A Lesniak and Ms L I Baldry. Although Mr P G M Derrey is not considered to be an independent Non-Executive Director, the Board considers that in view of his recent and relevant experience and ability to devote the necessary time to the role, he is the best person to chair the Committee. The external auditors, the Chairman, the Group Chief Executive, the Group Finance Director and the Head of Internal Audit normally attend meetings of the Committee and the Committee also meets separately with the external auditors without management present. The Audit Committee discharges its responsibilities by meeting at least three times a year to: • Review the interim and annual financial statements prior to submission to the Board; • Keep under review the operation and effectiveness of the Company’s internal financial control and accounting policies; • Monitor and review the effectiveness of the Company’s operational and compliance controls and risk management; • Review the nature and extent of non-audit services provided by the external auditors; and • Review internal audit plans and reports.

26

DTZ Holdings plc Annual Report and Accounts 2010


The Audit Committee also reviews the scope and cost of both internal and external audit and makes a recommendation to the Board regarding re-appointment of the external auditors. As part of its role in relation to the provision of non-audit services by the external auditors, the Audit Committee agrees with the external auditors which types of work the external auditors are permitted to undertake and monitors the nature and extent of non-audit work undertaken by the external auditors. In forming their opinion of the independence and objectivity of the external auditors, the Audit Committee takes into account the safeguards operating within Deloitte LLP and that the objectivity of the audit engagement partner and audit staff has not been impaired. This includes details of changes in external audit executives in the audit plan in accordance with the external auditor’s policy on rotating audit executives. In particular, the senior statutory auditor became lead partner in 2009 after the rotation of the previous audit partner. Regard is given to the nature of remuneration received for other services provided by Deloitte LLP to the Company and, inter alia, confirmation is sought from them that the fee payable for the annual audit is adequate to enable them to fulfil their obligation in relation to the scope of the audit. The Board considers that the members of the Audit Committee as a whole have sufficient recent and relevant experience to carry out the functions of the Committee and has not identified a particular member of the Committee as having such experience.

Nomination Committee The Nomination Committee is chaired by the Chairman and comprises the Chairman, the Group Chief Executive, Mr F Piédelièvre, Ms A Lesniak and Ms L I Baldry. The Committee meets as and when required to: • Review the structure, size and composition of the Board and make recommendations as to any changes; • Keep under review the leadership needs of the Company and consider succession planning for Directors and other senior executives; • Assist in identifying and become involved in the selection process for candidates to fill Board vacancies; and • Evaluate the time required to be spent by the Non-Executive Directors and ensure that what is required of them is clearly specified.

Remuneration Committee The Remuneration Committee is chaired by Ms A Lesniak and comprises Ms A Lesniak, the Chairman, Ms L I Baldry and Mr F Piédelièvre. Although Mr F Piédelièvre is not considered to be an independent Non-Executive Director, the Board considers that it is appropriate that he be a member of the Remuneration Committee in order that the views of SAS Saint George Participations, as a substantial shareholder in the Company, are reflected in the deliberations of the Committee. The Committee meets at least once a year and considers, for recommendation to the Board, Company policy on remuneration and conditions of service, and, within the terms of the agreed policy, approves the composition and level of remuneration of Executive Directors, the Chairman and such other members of the Executive Management as it is designated to consider. When the Committee considers matters relating to an individual, that person is not present nor does that person act in relation to any matters relating to him. The remuneration report is on pages 30 to 38.

Meetings During the year there were nine Board meetings, five Audit Committee meetings, four Remuneration Committee meetings and one Nomination Committee meeting. Attendance at these meetings by individual Directors of the relevant committees is given in the table below: Remuneration

Nomination

T D Melville-Ross

Board

9

Audit*

4

1

P T Idzik

9

CY Leung

7

(a)

P J Stone

7

3

4

1

A Lesniak(b)

8

5

4

1

F Piédelièvre(c)

9

2

1

F Tardan

8

P G M Derrey

9

5

1

R G Rickert(e)

8

1

1

1

(d)

(f)

L I Baldry (a)

P J Stone resigned on 30 April 2010. (b) A Lesniak was appointed Chairman of the Remuneration Committee on 1 November 2009. (c) F Piédelièvre was appointed to the Remuneration Committee in November 2009. (d) P G M Derrey was a member of the Remuneration Committee until November 2009. (e) R G Rickert was appointed as an Executive Director on 27 May 2009. (f) L I Baldry was appointed as a Non-Executive Director on 1 April 2010. * R G Rickert additionally attended all the Audit Committee meetings during the year.

www.dtz.com

27


Statement of Corporate Governance continued

Relations with shareholders The Company reports formally to shareholders twice each year, when its half-year and full-year results are announced. The AGM takes place in London and all the Directors who are able to attend are available, formally at the meeting and informally afterwards, for questions. The Group Chief Executive and Group Finance Director hold regular meetings throughout the year with institutional investors and analysts.

Statement of Directors’ responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report and financial statements. The Directors are required to prepare financial statements for the Group in accordance with International Financial Reporting Standards as adopted by EU (‘IFRSs’). Company law requires the Directors to prepare such financial statements in accordance with IFRSs, the Companies Act 2006 and Article 4 of the IAS Regulation. International Accounting Standard 1 requires that financial statements present fairly for each financial year the Company’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s ‘Framework for the Preparation and Presentation of Financial Statements’. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRSs. Directors are also required to: • Properly select and apply accounting policies; • Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; • Provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and • Make an assessment of the Company’s ability to continue as a going concern. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company, for safeguarding the assets, for taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of a Directors’ report and Directors’ remuneration report which comply with the requirements of the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the Company website, in so far as it relates to the financial statements. Legislation in the United Kingdom governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.

Statement on internal control and risk management The Board takes ultimate responsibility for the Group’s system of internal control and risk management. The system of control is designed to enable the Board to govern and manage the business to achieve the Group’s risk management objectives. A system of internal control can provide reasonable but not absolute assurance against misstatement or loss. The Board conducts an annual review of the effectiveness of the system of internal control and risk management. The review is informed in a number of ways: Our internal Audit function provides an independent opinion on the operation of controls through the delivery of its audit programme; the Group Director of Risk Management and Compliance provides a report that explains developments in the system of internal control over the preceding 12 months; and managers within the organisation, who have responsibility for the operation of the system of internal control, provide assurance that it operates through ongoing management review processes. The principal elements of the Group’s system of internal control and risk management are: • The Board and its various Committees have defined financial authorities and operational responsibilities which are designed to enable effective decision making and organisational control; • An organisation and management structure operates across the business to enable the delivery of services to our clients and operational control of business activities; • Global policies and procedures which define expected standards and behaviours are being embedded across the Group. Our global policy framework includes policies on Finance, Operations, People and Business Controls; • Group Infrastructure functions: Finance, Human Resources and Global Technology Services have been centralised and are working to improve the standardisation of their respective operational procedures across the global operations; • A formal risk identification process takes place to evaluate and manage the significant risks faced by the Group in accordance with requirements of the Combined Code and Turnbull Guidance on internal control. A Group risk register identifies the risks the business faces, their potential impact, likelihood of occurrence and the key controls and action plans to mitigate these risks; • The Group Risk Management Committee meets quarterly to review the management of risk arising out of the Group’s activities and to monitor the status of key risks and actions; • Each of the Group’s regional businesses has a management team which together with respective regional Risk Committees meets to consider significant commercial matters, including risk management and internal control, for the DTZ subsidiaries in their geographic regions; • DTZ has standardised procedures for the delivery of its main services. These procedures are progressively being rolled out across our global operations. The operation of these procedures provides assurance on the standard of our service delivery. In the UK, these procedures are audited to the ISO9001 quality standard;

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DTZ Holdings plc Annual Report and Accounts 2010


• An internal audit function, which is subject to the controlling direction of the Audit Committee provides the Audit Committee with an independent assessment of the Group’s system of internal control, through reviewing how effectively key risks are being managed, and assists management in the effective discharge of their responsibilities by carrying out independent appraisals and making recommendations for improvement. Internal audit reviews and testing activities are outsourced to BDO; • Certain aspects of the Group’s activities are also subject to regulatory control by external bodies such as the FSA; and • The Audit Committee assists the Board in discharging its responsibility to review the system of internal control. The system of internal control has been in place in DTZ Holdings plc for the year ended 30 April 2010, and up to the date of the approval of the annual report and accounts.

Health & safety The Company recognises that the maintenance of high standards of health & safety management is imperative to ensure the welfare of its employees. Clients are also placing a greater emphasis on health & safety when deciding which service providers they will work with. DTZ is committed to continuously improving its health & safety performance and has now attained OHSAS 18001 accreditation in the UK which is a reflection of the Company’s investment in health & safety management.

Managing the environment The Company regards the promotion of an environmental strategy as an important element in operating a successful business, not only to minimise its impact on global resources but also to maintain good investor and client relations. We have continued to implement significant improvements to help us reduce our negative impact on the environment. This has included the introduction of improved waste streaming and recycling, energy efficiency measures and the development of advice and support services to our clients. We also successfully attained ISO14001 certification for our environmental management system in Sweden as well as maintaining compliance with the standard in the UK. Approved by the Board of Directors and signed on behalf of the Board.

Philip Cook Company Secretary 13 July 2010

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29


Directors’ Remuneration Report

Remuneration Committee Chair’s introduction Dear Shareholder, As the new Chair of the Remuneration Committee, I am pleased to present the Directors’ Remuneration Report for the year ended 30 April 2010. You will see that this year we have made important changes both to the layout and the content of the Report. We hope you will find it easier to read and understand. We will be seeking your approval of the Report at the AGM in September. Although market conditions over the past year have continued to be challenging, it has been a good year for DTZ as a business. We have made significant corporate progress, completed the restructuring of the business and returned to profitability on an operating basis. As a result, we are now better placed to focus on the markets and services where we have a competitive advantage and compete aggressively in those areas.

Activities during the year Against this background, and as announced last year, the Remuneration Committee has continued its extensive review of remuneration policy and incentive schemes. This review is taking place in conjunction with a Group-wide review of remuneration across all levels at DTZ, which includes our One Firm Reward initiative. This is an initiative through which the Committee has now implemented global governance of reward and has a renewed view on compensation throughout the world for senior executives below Board level, ahead of emerging market practice. More details on One Firm Reward can be found later in the Remuneration Report. In line with our strategic priorities as a business, we want to ensure that remuneration arrangements across the Group enable the business to: • Improve shareholder value by pursuing profitable organic revenue growth in our target markets; • Continue our cost containment initiatives; and • Become the best real estate services firm in our chosen markets by taking a ‘One Firm’ approach. Our employees have played a major part in helping us reduce our cost base through their support of the temporary reduction to their remuneration packages. For that they have the Committee’s gratitude. Details of the reductions to Executive Directors’ salaries and pension contributions are provided in the main body of the Remuneration Report. In addition, as part of this review process, alongside the ongoing monitoring of its own operation, the Remuneration Committee has over the past year: • Updated its terms of reference to enable fulfilment of a wider remit. The new terms of reference are available on the Company’s website or on request from the Company Secretary; • Reviewed its own membership to ensure that members bring to the table wider sector as well as other board experience and represent the interests of shareholders in a balanced and independent way; • Appointed independent executive reward consultants, Hay Group, to provide a wide range of external advice on matters considered by the Committee; • Enhanced the level of disclosure provided in the Directors’ Remuneration Report; • As provided for by its updated terms of reference, considered the impact of the remuneration policy, and in particular, the performance related arrangements, on the risk-taking attitude of executives and senior management. We want to ensure that, once finalised, we have a reward philosophy, policy and practices which continue to be aligned to our strategy and the way we do business. It is our firm conviction that, by spending time doing this properly, we can avoid making ad hoc changes in the future. As such, the Committee has met four times since November and has engaged in full and frank discussions. As a consequence, we are developing a policy which we believe properly aligns the pay of our Executive Directors and other senior executives within the Group to shareholders’ interests, our strategy and operations. Our One Firm Reward initiative will ensure the same alignment for all employees.

Changes to the Committee’s composition Peter Stone (who was Chairman of the Committee until October) retired both from the Committee and from the Group’s Board this year after nine years in his role as an Independent Non-executive Director. Pascal Derrey retired from the Committee but remains a member of the Group Board. I would like to thank both of them for their contribution to the workings of the Committee. I would also like to welcome Lorraine Baldry and Frank Piédelièvre to the Committee. They both bring extensive knowledge and experience and are already adding value with the work, support and advice they are giving to the Committee. The rest of the report provides more detail on our remuneration arrangements.

Alicja Lesniak Remuneration Committee Chair 13 July 2010

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DTZ Holdings plc Annual Report and Accounts 2010


Introduction This report sets out DTZ’s remuneration policy for Directors, its implementation and the amounts paid in 2009/10. It has been prepared in accordance with Schedule 8 of the Companies Act 2006 and the Listing Rules of the Financial Services Authority. In accordance with the Regulations, the report has been divided into different parts for audited and unaudited information. A resolution to approve the report will be put to shareholders at the Annual General Meeting on 17 September 2010.

Part A − Unaudited information Remuneration Committee summary

Remuneration Committee membership

A Lesniak (Chair from November 2009) T D Melville-Ross F Piédelièvre (from November 2009) L I Baldry (from April 2010) P J Stone (until April 2010) (Chair until October 2009) P G M Derrey (until November 2009)

External advisers

Hay Group

Internal advisers

Group Chief Executive Group HR Director Global Reward and Recognition Director Company Secretary (Committee Secretary)

Terms of reference

Available at www.dtz.com

The Remuneration Committee The membership of the Remuneration Committee during the year is shown in the table above. All Committee members have been selected for their wide sector expertise, other board experience and because they are believed to represent the interests of all shareholders in a balanced and independent way. The Board recognises that Mr F Piédelièvre cannot be considered independent owing to the fact that he has been nominated by SAS Saint George Participations. However, as explained in the corporate governance section of the annual report on pages 26 to 29, the Board considers it appropriate that the views of SAS Saint George Participations, as a substantial shareholder in the Company, are reflected in the deliberations of the Committee. In accordance with the Code, Mr T D Melville-Ross is a member of the Committee as he was considered independent on appointment as Chairman, but he does not chair the Committee. The Remuneration Committee has clearly defined terms of reference which are available on the Company’s website or can be obtained by the Company Secretary. Its main responsibilities are to: • Recommend to the Board the framework for the remuneration of the Chairman, the Executive Directors, and other senior executives; • Ensure that the remuneration policy provides appropriate incentives to create long-term shareholder value, whilst rewarding executives for their individual contribution in a fair and responsible manner; • Determine the design of, and targets for, Group performance-related pay arrangements operated by the Company and the total annual payments under such arrangements; • Ensure that such performance-related arrangements take into account the impact on executive’s risk-taking profile; • Make recommendations for approval by the Board and shareholders on the design of long-term incentive plans, the performance targets and the level of awards to Executive Directors and other senior executives; • Approve the total remuneration package available to Executive Directors and other senior executives; and • Determine the policy for, and scope of, pension arrangements for each Executive Director and other designated senior executives and oversee any major changes in employee benefit structures throughout the Group. In determining the total remuneration packages for Executive Directors and other senior executives, the Committee takes into account the remuneration policy and levels elsewhere in the Group. In particular, the Company aims to provide market competitive remuneration across the Group and the Committee gives consideration to how pay levels for other senior managers as well as the wider employee population compare against each relevant market.

Advice to the Remuneration Committee The Group Chief Executive, the Group HR Director and the Global Reward and Recognition Director are invited to join the Committee’s meetings, as appropriate, to provide business and other technical expertise to specific items discussed. The Group Company Secretary is the Secretary to the Committee. No Director takes part in discussions about his or her own remuneration.

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Directors’ Remuneration Report continued

Following a tender process during the year, the Committee appointed independent executive reward consultants, Hay Group, to provide external advice on a wide range of matters considered by the Committee and to assist in the review of remuneration arrangements and incentive schemes. Hay Group is a founder member of the Remuneration Consultants Group and is committed to upholding its principles. No other services were provided to the Company by Hay Group during the year.

Executive remuneration policy review DTZ is a complex, international business operating in a highly competitive and cyclical environment and relying heavily on the expertise of its people. As part of the Group strategy, we aim to reward our people for their individual contribution to the achievement of our strategic priorities, which for the current financial year are to: • Pursue profitable organic revenue growth in our target markets; • Continue our cost containment initiatives; • Deepen our current client relationships by delivering the benefits of the ‘One Firm’ approach; and • Ensure that we are perceived to be a good place to work by talent in our key markets. In addition to rewarding the individual contribution and market value of our people, we firmly believe that a significant proportion of total remuneration should be linked to the delivery of results and the creation of value for our shareholders. The Committee reviews on an annual basis whether the remuneration policy remains appropriate for the relevant financial year. Factors taken into account by the Committee include: • Market conditions affecting the Company; • The recruitment market in the Company’s sector; • Changing market practice; and • The views of institutional shareholders and their representative bodies. Whilst the existing remuneration policy goes some way to meeting these objectives, the Committee is of the view that simplifying reward and bringing employees together would more closely align executives with the new strategy and the interests of shareholders. Therefore, as explained last year, the Committee began an extensive remuneration policy review working in partnership with the HR function. This is in conjunction with a Board wide review of policies throughout the organisation at all levels. An external and independent perspective has been provided by our advisers, Hay Group. As part of this remuneration review, we have begun the process of reviewing the operation of incentive plans throughout the Company with a view to reducing the number of plans in operation as part of our One Firm Reward initiative. The principle behind One Firm Reward is to achieve greater consistency and better align variable pay to the profits generated for shareholders. This is a Company-wide initiative led by Group HR and is not restricted to executive directors. There has also been a general move away from plans based on individual performance and revenue generation and towards Company and country profitability. We will continue to operate commission-based plans where it is clearly in the best interest of our shareholders, our employees and the Group as a whole to do so. The ultimate aim is to deliver ‘One Firm Reward’, subject to the need to offer pay arrangements that allow the Company to recruit high quality staff in all its markets. It is important that our treatment of employees below Board informs our approach to Executive Director remuneration.

Elements of current executive remuneration packages The current remuneration package for Executive Directors comprises the following elements, structured to relate reward to both corporate and individual performance: • Salary; • Annual performance-related bonus; • Long term incentive arrangements; and • Pension and other benefits.

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DTZ Holdings plc Annual Report and Accounts 2010


The following table shows how the current components of executive reward are aligned with the overall business strategy. Package component

Executive remuneration policy

Alignment to corporate strategy

Salary

− Reviewed annually

− Market competitive pay levels enable DTZ to attract and retain high quality professional talent

− Executive salaries temporarily reduced as part of wider-firm initiatives in 2009/10

− Temporary reductions in executive salaries to support cost base reduction

− Benchmarked against companies of a similar size, complexity and sector Annual performance related bonus plan

− Based on both corporate (profit and operational targets) and individual objectives

Long Term Reward Plan

− Deferral of bonuses over £100,000

− Focus on improving profitability, in accordance with strategic priorities − Reward individual contribution

(four components)

Pension

− Retention, sustainable performance

− Co-Investment plan with matching shares

− Reward financial commitment, encourage retention

− LTIP awards typically linked to EPS targets

− Longer-term share ownership

− Share Option awards typically linked to EPS targets

− Profitability and value creation

− Employer pension contributions suspended with effect from July 2009

− Cost preservation − In line with performance-driven culture focusing on variable pay

Other benefits

− Typically car, medical insurance and life assurance cover

− Provision of market competitive benefits in order to attract the best talent

Salary Basic salaries for Executive Directors are reviewed by the Committee annually, with regard to competitive market practices and remuneration levels in companies which it considers to be comparable by taking into account their size, sector, geographical scope and complexity, the Committee’s own judgement of the performance of the Group’s businesses and the contribution made by individual Directors. In light of the difficult economic circumstances of last year and in line with many employees throughout the Company, both UK-based Executive Directors took a voluntary reduction in base salary during the year under review. Mr P T Idzik and Mr R G Rickert were the first to take any reduction in salary and their reductions were the highest in the Company in percentage terms. Their salaries will remain at a reduced level for longer than any other employee. Their base salaries on appointment and following the temporary reduction are shown in the table below. Executive

Salary on appointment

Salary following temporary reduction

P T Idzik

£400,000

£300,000

R G Rickert

£325,000

£290,000

Pensions and benefits Mr P T Idzik and Mr R G Rickert are members of the Company’s UK non-contributory defined contribution pension scheme and are eligible for an employer contribution of 15% of gross salary per annum. In line with the arrangements put in place for other employees following consultation, the Company suspended all employer pension contributions into this plan with effect from July 2009. Mr CY Leung is a member of a local defined contribution pension scheme in Hong Kong, to which monthly contributions of HK$1,000 are made. The other main benefits provided to the Executive Directors are the use of a Company car or the provision of a cash allowance, medical insurance and life assurance cover and in the case of Mr R G Rickert certain repatriation benefits. Annual performance related bonus plan A significant number of staff, including Executive Directors, participate in a performance-related bonus plan. Payments under the plan are based on the achievement of profit and operational targets, which are set so that they are relevant both to the specific circumstances of the Company and the performance of the individual against their annually agreed objectives. In the case of the Executive Directors, any performance-related bonus is based on the achievement of their personal objectives and Group performance. Bonus payments to Paul Idzik and Bob Rickert As disclosed last year, Mr P T Idzik was entitled to a guaranteed bonus of £300,000 in respect of his first year of employment with the Company, which was paid in the year under review. In addition, Mr R G Rickert is entitled to guaranteed bonus payments of £925,000 in each of years one and two of his employment. The first of these payments was paid in the year under review.

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33


Directors’ Remuneration Report continued

The Committee recognises that providing an element of guaranteed bonus to the Executive Directors would not normally be considered UK corporate governance best practice. However, given the exceptional circumstances of both appointments and the need to attract what the Board considers to be the best talent available into the role, the Committee determined that this was the most appropriate course of action. Both Executive Directors were brought in during a transitionary period for the Company to assist in a turnaround situation and were provided with market-competitive arrangements that reflect the markets they were recruited from. It should be noted that the Company bonus scheme in which Mr P T Idzik and Mr R G Rickert participate is in all other respects performance-related. Under the performance-related element of the bonus scheme, the Committee determined that the achievement of stretching financial and strategic objectives including significant restructuring of the business should result in the payment of an additional £600,000 to Mr P T Idzik. The Committee further determined that a payment of £150,000 should be made to Mr R G Rickert to reflect his additional remit as Group Finance Director (in addition to his role as Global Chief Operating Officer). It was further decided that the payment to Mr R G Rickert should be in the form of shares under the Company’s Deferred Share Plan. This award of shares is shown in the table on page 37 and the amount has also been included in the Directors’ Emoluments table on the same page. All cash bonus payments to individuals who served as Executive Directors during 2009/10 are included in the Directors’ Emoluments table on page 37. DTZ 2006 Long Term Reward Plan (the ‘Plan’) No widespread awards under the Plan were made this year because the Company was restructuring and a review of incentive arrangements is currently being undertaken. The Plan has four components. The arrangements currently in place are summarised in the table below and explained in detail in the following sections. The Committee is in the process of reviewing the operation of the Plan with a view to ensuring that its structure and operation continues to support the revised business strategy. It is not anticipated that any awards will be made under the Co-Investment or LTIP components of the Plan in the current financial year. Deferred bonus (before 2010)

Co-investment

LTIP awards

Eligibility

If over £100,000 bonus

By invitation

Senior management (including Executive By invitation Directors) by invitation

Share options

Underlying Structure

Nil-cost stock option plan

Nil-cost stock option

Nil-cost stock option

Market cost stock option

Award Size

10% of annual bonus (20% if over £200,000) deferred into shares

Member elects invested amount. 0.2 – 1 matching share awarded per co-invested share

Up to 250% of salary (400% in exceptional circumstances)

No limit on options

Normal Performance Conditions

None

EPS growth over RPI

EPS growth over RPI

EPS growth over RPI

Normal Performance Targets

N/a

RPI + 5% p.a. – 20% match RPI + 12% p.a. – full match

RPI + 5% p.a. – 20% of award vesting RPI + 12% p.a. – 100% vesting

As under the LTIP

Vesting period

3 years

3 years

3 years

3 years

Deferred bonus Under the Plan, a percentage of any annual bonus payable that exceeds a value prescribed each year by the Remuneration Committee will be delivered as an award of deferred shares, the receipt of which will be dependent on continuing employment within the Group over the three year period of deferral. This element of the Plan incorporates the previous deferred bonus arrangements. Co-investment Under the Plan, the Committee may invite selected employees (including Executive Directors) to make a further investment in shares which must be held for a three year period. Individuals who participate in Co-investment will receive awards of free matching shares. The matching shares will vest at the end of the three year retention period, subject to the satisfaction of the EPS performance condition, if the individual remains in employment with the Group and to the extent that he has retained his Co-invested shares. Long Term Incentive Plan (LTIP) awards LTIP awards are designed to provide a long-term focus to senior members of the management team, including Executive Directors. Each year, the Committee determines individual levels of participation. At the 2009 AGM, maximum grants were increased to 250% of annual base salary (400% in exceptional circumstances). Awards vest at the end of a three year period, providing the participant continues to be employed within the Group and to the extent that any performance conditions have been met over the performance period. Company Share Option Plan (COSOP) options The Plan provides for the grant of market value options. The COSOP comprises an HM Revenue & Customs (HMRC) approved section and an unapproved section. Options over shares having a value at the time of grant of up to the limit specified from time to time by HMRC (currently £30,000) will be granted under the HMRC approved section and all other COSOP options will be granted under the unapproved section. Any COSOP options granted to Executive Directors would normally be subject to the same performance conditions as under the LTIP.

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DTZ Holdings plc Annual Report and Accounts 2010


Recruitment and replacement awards to Paul Idzik and Bob Rickert The Committee determined that a major element of the sign-on compensation in the joining packages for Mr P T Idzik and Mr R G Rickert should be equity-based to ensure an immediate alignment with the interests of shareholders. All awards granted to Mr P T Idzik on appointment were described in full in last year’s remuneration report and are shown in the table on page 38. In addition to the awards granted to him by the Company, Mr P T Idzik made a significant investment in Group shares using his own funds. Mr R G Rickert is entitled to awards of market priced options to the value of £500,000 in respect of each of years 1 and 2 of his employment. The first of these grants was awarded during the year under review and is shown in the table on page 38. This arrangement is similar to the joining package provided to Mr P T Idzik. The Committee determined that the vesting of these options should not be subject to any additional performance conditions (there is an inherent performance condition in the option because of the requirement that the share price increase above the exercise price for any value to accrue) for the following reasons: • Both Executive Directors have been recruited to implement a new strategy for the Company and during this period of transition the Committee felt that it would not be possible to set a meaningful financial performance condition over a three year future period; • The turmoil in the Company’s market, the new strategy and the starting position for the Company meant that any comparative total shareholder return target would not be a fair condition for any stakeholder in the Company including shareholders; and • The inherent requirement of a market priced option that the share price increase above the exercise price was a transparent performance condition which should reflect over the vesting period the success of the Executive team in restoring and enhancing shareholder value and, therefore, this type of option provided the most effective alignment of interests between the Executive Directors and shareholders. Mr R G Rickert was also granted two awards of share options under the Deferred Bonus element of the Plan as buy-out of the deferred shares forfeited as a result of his resignation from Barclays plc. These are shown in the table on page 37. All employee share incentive arrangements At the AGM in September 2006 approval was given to implement a new Share Incentive Plan (‘SIP’). This was in order to ensure the alignment of all of the Group’s UK employees’ interests with those of shareholders and to provide them with an opportunity to invest in the Company. The SIP provides for free shares, partnership shares and matching shares but for the foreseeable future it is being restricted to the purchase by employees of partnership shares. The SIP is an HMRC approved all-employee scheme under which employees must generally participate on similar terms.

Individual Directors’ remuneration The following pie charts show the balance between salary and benefits and other elements of pay for each Executive Director based on their current remuneration arrangements. The pie charts are based on the actual salary, bonus and benefit amounts received during the year. Awards of nil-cost options have been included on the basis of the face value of the awards at grant. Awards of market-priced options have been included on the basis of the fair value of the awards at grant.

Paul Idzik

Bob Rickert

CY Leung

25% 75% Salary & Benefits

Bonus & LTRP

25% 75% Salary & Benefits

Bonus & LTRP

31% 69% Salary & Benefits

Bonus & LTRP

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35


Directors’ Remuneration Report continued

Executive Directors’ contracts It is the Company’s policy to normally provide for a notice period of no greater than six months in the service contracts of Executive Directors. Executive Directors’ service contracts do not normally include provision for a specific payment in the event of early termination. The following provisions are contained in the contract of Mr P T Idzik in relation to his cessation of employment following a change of control of the Company: (a)

where Mr P T Idzik is required to relinquish his role following a change of control;

(b)

prior to 1 November 2010 Mr P T Idzik will be entitled to a payment of 1.75 times the amount of 12 months’ target total compensation; and

(c)

after 1 November 2010 Mr P T Idzik will be entitled to a payment of 1.75 times the amount of 12 months’ base salary.

As previously stated, the Committee believed that it was in the Company’s and shareholders’ interests to find the best international candidate for the role and therefore that some compromise of UK best practice was required to recruit this candidate. Further the Committee felt that given the challenge of the role and some of the potential outcomes that some degree of security in terms of employment was required to allow Mr P T Idzik to perform without distractions. Details of the service contracts of the Executive Directors are set out in the table below: Name

CY Leung P T Idzik R G Rickert

Date of contract

Normal notice period

14 December 2006

6 months

25 October 2008

3 months

1 March 2009

6 months

External appointments The Company recognises that Executive Directors may be invited to become Non-Executive Directors of other companies and that such appointments can broaden their knowledge and experience, to the benefit of the Company. Any such appointment must be approved by the Board. An individual Director will normally be required to account to the Company for fees received in respect of such directorships unless otherwise approved. No Executive Director holds any external appointments that would interfere with their duties as Directors of the Group. Shareholding guidelines The Remuneration Committee has not established formal shareholding guidelines as in its opinion these would be superfluous at this time. Two of the Executive Directors (Mr P T Idzik and Mr CY Leung) hold a substantial number of shares in the Company as shown in the table on page 39. All the Executive Directors have interests in shares under various share incentive arrangements as shown in the table on page 39. Non-Executive Directors Fees for the Chairman and the other Non-Executive Directors are determined by the Board, having regard to the contribution required from and the responsibility taken by Non-Executive Directors and current market practice, including the level of fees paid to Non-Executive Directors of comparable companies. Non-Executive Directors are not eligible for performance related bonuses or grants of options and their fees are not pensionable. All Non-Executive Directors are elected for a term of three years unless required under the rotation provisions of the Articles of the Company to submit for re-election. The appointment of Non-Executive Directors can be terminated by either party without notice or compensation. The dates of appointment of Non-Executive Directors are shown in the table below. Name

T D Melville-Ross A Lesniak

Date of appointment

Date of current contract

Unexpired period at 30 April 2010

17 January 2000

17 January 2010

21 months

8 March 2004

1 March 2010

35 months

F Piédelièvre

20 January 2009

20 January 2009

21 months

P G M Derrey

20 January 2009

20 January 2009

21 months

F Tardan

20 January 2009

20 January 2009

21 months

L I Baldry

1 April 2010

1 April 2010

35 months

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DTZ Holdings plc Annual Report and Accounts 2010


Part B − Audited information The following table shows an analysis of the remuneration of the Directors for the year ended 30 April 2010.

Directors’ emoluments for the year ended 30 April 2010 Salary and fees £’000

Name

T D Melville-Ross (Note 3) CY Leung P J Stone (Note 4)

Performance related payments (Note 1) £’000

Benefits £’000

Sub-total £’000

Pension contributions (Note 2) £’000

Total 2010 £’000

Total 2009 £’000

60

80

60

60

363

584

97

1,044

1

1,045

668

37

37

37

40

A Lesniak

37

37

37

35

P T Idzik

300

900

39

1,239

10

1,249

242

F Piédelièvre

36

36

36

10

F Tardan

36

36

36

10

270

1,075

159

1,504

12

1,516

3

3

3

R G Rickert (Note 5) L I Baldry (Note 6)

35

35

35

10

1,177

2,559

295

4,031

23

4,054

1,095

P G M Derrey Total continuing directors Non continuing directors Total

1,282

1,177

2,559

295

4,031

23

4,054

2,377

Note 1: In respect of Mr R G Rickert, the performance-related payments disclosed above include £150,000 awarded in the form of shares under the DTZ Holdings plc Deferred Share Plan. This award is also shown in the table below. In respect to Mr CY Leung, half of the performance-related payments disclosed above are made in the form of shares under the DTZ Holdings plc Deferred Share Plan. This award of shares was made after the year-end. Note 2: Pension contributions to the Group’s money purchase pension scheme include, where appropriate, salary sacrifices made by individual Directors. The Company’s normal contribution to the pension scheme is 15% of basic salary. Contributions were suspended with effect from July 2009. Note 3: During the year, Mr T D Melville-Ross took a voluntary reduction in fees from £80,000 to £60,000. Note 4: Mr P J Stone retired as a Non-Executive Director on 30 April 2010. Note 5: Mr R G Rickert was appointed to the Board on 27 May 2009. Note 6: Ms L I Baldry was appointed to the Board on 1 April 2010.

Directors’ nil cost share options under the DTZ Holdings plc Deferred Share Plan Granted as at 1 May 2009

Granted during the year

Exercised during the year

At 30 April 2010

Value at grant £

P T Idzik

925,925

925,925

CY Leung

50,000

50,000

673,425

165,000

Name

R G Rickert*

Total

Notional dividend accrued at 30 April 2010

Exercise price

Date from which exercisable

250,000

Nil

25 Oct 2010

25 Oct 2011

78,000

1,528

Nil

15 July 2011

15 July 2012

673,425

296,307

Nil

23 July 2011

23 July 2012

165,000

72,600

Nil

23 July 2012

23 July 2013

Expiry date

94,761

94,761

25,585

Nil

1 March 2010

1 March 2011

187,813

187,813

50,710

Nil

1 March 2011

1 March 2012

200,000

200,000

150,000

Nil

6 Nov 2012

6 Nov 2013

975,925

1,320,999

2,296,924

* Mr R G Rickert was appointed to the Board on 27 May 2009. The above grants are not subject to performance targets being satisfied. In respect of the 925,925 options granted to Mr P T Idzik, 555,555 were delivered through the Employee Benefit Trust (‘EBT’).

The mid-market price of the Company’s shares at 1 May 2009 and 30 April 2010 was 44.5 pence and 70.0 pence respectively. The share price during the year ranged from 40.0 pence to 115.0 pence.

www.dtz.com

37


Directors’ Remuneration Report continued

Directors’ share options under the Company Share Option Plan (‘COSOP’) At 1 May 2009

Name

P T Idzik

Exercised during the year

At 30 April 2010

Date from which exercisable

Option price

Expiry date

1,851,850

1,851,850

27

16 Jan 2012

15 Jan 2019

1,136,363

1,136,363

44

23 July 2012

22 July 2019

44

23 July 2012

22 July 2019

R G Rickert* Total

Granted during the year

1,136,363

1,136,363

1,851,850

2,272,726

4,124,576

* Mr R G Rickert was appointed to the Board on 27 May 2009. In respect of the 1,136,363 options granted to Mr R G Rickert, 28,410 were delivered through the Employee Benefit Trust (‘EBT’). The option grants to Mr P T Idzik and Mr R G Rickert are not subject to performance targets being satisfied.

Directors’ Long Term Incentive Plan awards (‘LTIP’) At 1 May 2009

Granted during the year

At 30 April 2010

Award price

Date upon which the award will vest

CY Leung

75,000

75,000

Nil

15 July 2011

200,000

200,000

Nil

23 July 2012

Total

75,000

200,000

275,000

Name

Exercised during the year

The LTIP awards as set out above will vest subject to the terms and conditions set out in the Plan and also subject to the EPS-based Performance Target being met.

Co-Investment by Directors No Co-Investment Plan Awards are presently held by the Directors as at 30 April 2010 (2009: nil).

TSR graph The graph below shows the Company’s total shareholder return (‘TSR’) for the five years ended 30 April 2010 against the FTSE Small Cap Index. The Remuneration Committee has selected the FTSE Small Cap Index, as it is an index of companies of similar size to the Company, of which the Company is a constituent, and therefore provides a good indication of the Company’s general performance during the period.

TSR Performance over period 29/04/2005 – 30/04/2010 450 400 350 300 250 200 150 100 50 0

May 05

DTZ Holdings PLC

May 06

May 07

FTSE Smallcap Index

This report was approved by the Board on 13 July 2010 and signed on its behalf by

Alicja Lesniak Remuneration Committee Chair 13 July 2010

38

DTZ Holdings plc Annual Report and Accounts 2010

May 08

May 09

May 10


Other Statutory Information

The Directors present their twenty-third Annual Report and the audited financial statements for the year ended 30 April 2010.

Principal activities DTZ Holdings plc continues to be the holding company of a group of companies acting as national and international property advisers and consultants worldwide, offering comprehensive integrated property advice and economic consultancy services to clients.

Review of business and future prospects Revenue Revenue, derived from the above activities, decreased from £364.1 million to £356.0 million during the year ended 30 April 2010.

Group results The Directors report a profit before taxation and exceptional items of £3.6 million compared with a loss of £35.1 million for the previous year, along with a loss after taxation and exceptional items of £23.4 million (2009: loss of £86.9 million). Equity shareholders’ funds at 30 April 2010 amounted to £54.9 million (2009: £67.7 million).

Enhanced business review A review of the business, future prospects and the principal risks and uncertainties it faces are contained within the Business Review on pages 4 to 23. The principal financial risks are discussed in note 22 to the financial statements.

Dividends The Board considered it prudent not to declare a final dividend in September 2009 or an interim dividend in February 2010. The dividend policy has again been considered and the Board has decided that it will not be paying a final dividend to shareholders in September 2010.

Directors The present membership of the Board is set out on pages 24 and 25. All Directors served throughout the year with the exception of Ms L I Baldry, who was appointed as a Non-Executive Director on 1 April 2010 and who offers herself for election. In accordance with the Company’s Articles of Association, Mr P T Idzik, Ms A Lesniak and Mr F Piédelièvre retire as Directors at the forthcoming AGM and, being eligible, offer themselves for re-election. None of the Directors had any interest in any material contract during the year relating to the business of the Company. The interests of Directors and their families in the shares of the Company were: Number of ordinary shares of 5 pence each Beneficial 1 May 2009

Beneficial 30 April 2010

Non-beneficial 1 May 2009

Non-beneficial 30 April 2010

211,637

211,637

P T Idzik

3,703,703

3,703,703

CY Leung

7,227,838

7,227,838

237,500

237,500

22,500

22,500

4,253,854

4,253,854

564,738

564,738

T D Melville-Ross

P J Stone

(a)

A Lesniak F Piédelièvre F Tardan P G M Derrey R G Rickert(b) (c) L I Baldry

(d)

(a)

P J Stone resigned on 30 April 2010. R G Rickert was appointed as an Executive Director on 27 May 2009. R G Rickert held 660 shares at 30 April 2010 within the Share Investment Plan (‘SIP’). (d) L I Baldry was appointed a Non-Executive Director on 1 April 2010. There have been no purchases or sales of shares by the Directors between 1 May 2009 and 30 April 2010 apart from regular purchases within the SIP by R G Rickert. Since 30 April 2010, there have been no changes in the shareholding interests of the above Directors and their families. (b) (c)

As disclosed in the above table, none of the Directors (or their spouses) as trustees of trusts established for the benefit of their respective children or those of other Directors or former Directors of companies in the Group, hold any non-beneficial interests in shares of the Company. As at 30 April 2010, all the above Directors are interested in 7,396,679 ordinary shares (2009: 8,319,188) held by DT&C Limited, a subsidiary of the Company, as trustee of the Company’s Discretionary Employee Benefit Trust, which holds the shares in trust for Group employees. Between 30 April 2010 and 25 June 2010, this figure has decreased to 7,346,679. In addition, Mr P T Idzik, Mr R G Rickert and Mr CY Leung have been granted share option awards. Full details are included in the Directors’ remuneration report set out on pages 30 to 38.

www.dtz.com

39


Other Statutory Information continued

Substantial shareholdings As at 25 June 2010, the Company had been notified of the following interests in the Company’s ordinary share capital in accordance with Chapter 5 of the UK Listing Authority’s Disclosure and Transparency rules: At 30 April 2010 Substantial interests (ordinary shares of 5 pence each)

Saint George Participations, Piédelièvre & Associés, Stéphane Mathy, Michel Jacquet & Derrey’s Standard Life Investments

At 25 June 2010

Shares

%

Shares

%

146,693,928

55.28

146,693,928

55.27

17,464,974

6.58

17,954,974

6.76

Donaldsons LLP

8,794,568

3.31

8,521,487

3.21

AEGON UK Group of Companies

8,187,959

3.08

8,029,908

3.03

Other than as shown, the Company is not aware of any shareholder with an interest of three per cent or more in the ordinary issued share capital of the Company.

Employee involvement The Directors recognise that the key to delivering consistent high-quality client services lies in the skill, loyalty and motivation of all its employees. It is the policy of the Group that all employees are provided with support, advice, training and development opportunities to allow them to achieve their own potential within the framework of the business. The Group has made and continues to make substantial investment in network information technology, to improve service to clients, and facilitate good internal communications and information sharing.

Employment of disabled persons The Group has continued its existing policy regarding the employment of disabled persons. Full and fair consideration is given to applications for employment made by disabled persons, taking into account their particular aptitudes and abilities and the nature of the work involved. Appropriate training is available for disabled employees, including retraining for alternative work if necessary for those employees who become disabled, to promote their career development within the Group.

Donations During the year, the Group made donations for charitable purposes of £54,000 (2009: £138,000). No donations were made for political purposes (2009: nil).

Creditor payment policy It is the Group’s normal policy to pay suppliers within the payment terms of the contract, where these have been agreed in advance, or within 30 days of the end of the calendar month of supply. Sub-contractors, in accordance with their contract terms, are paid when the Group is paid. As at 30 April 2010 creditor days were calculated at 46 days (2009: 44 days).

Directors’ indemnities The Articles of Association grant indemnities to each of the Directors and the Company Secretary to the extent permitted by law. These indemnities are uncapped in amount in relation to certain losses and liabilities, which may incur to third parties in the course of acting as Directors (or Company Secretary as the case may be) or employees of the Company or one or more of its subsidiaries and associates.

Going concern The Group’s business activities, together with the factors likely to affect its future development, performance and financial position are set out in the Business Review on pages 4 to 23. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review on pages 11 to 14. In addition, note 22 to the financial statements includes the Group’s objectives, policies and processes for managing its capital, its financial risk management and its liquidity risk. The Group’s forecasts and projections, taking reasonable account of possible changes in trading performance, show the Group should be able to operate within the level of its existing facilities and cash resources for the foreseeable future, being at least 12 months from the date of these accounts. As a consequence, the Directors are satisfied that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the Annual Report and Accounts.

40

DTZ Holdings plc Annual Report and Accounts 2010


Auditors In accordance with the provisions of Section 418 of the Companies Act 2006, each of the Directors at the date of approval of this report confirms that: • So far as the Director is aware there is no relevant audit information of which the Company’s Auditors are unaware; and • The Director has taken all of the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information. In the light of the acquisition by Deloitte LLP of a firm of property consultants, the Directors have decided to recommend to shareholders the appointment of a new firm of auditors in place of Deloitte LLP. The Directors have not finally determined the firm to be recommended but will have made such decision prior to the AGM and the resolution proposed at the AGM will include the name of the firm to be appointed.

Philip Cook Company Secretary 13 July 2010

www.dtz.com

41


Directors’ Responsibility Statement

We confirm to the best of our knowledge: • The financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and • The management report, which is incorporated in the Directors’ Report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face. By order of the Board

Paul T. Idzik Group Chief Executive 13 July 2010

Bob Rickert Group Finance Director and Global Chief Operating Officer 13 July 2010

42

DTZ Holdings plc Annual Report and Accounts 2010


Independent Auditors’ Report

Independent auditors’ report to the members of DTZ Holdings plc

Opinion on other matters prescribed by the Companies Act 2006

We have audited the financial statements of DTZ Holdings plc for the year ended 30 April 2010 which comprise the Consolidated Income Statement, the Consolidated and Company Statement of Financial Position, the Consolidated and Company Cash Flow Statements, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Comprehensive Loss, Consolidated and Company Cash Flow Statement and the related notes 1 to 31. 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 and as regards the parent company financial statements.

In our opinion:

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

• the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and • the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception We have nothing to report in respect of the following: Under the Companies Act 2006 we are required to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or

Respective responsibilities of directors and auditors

• certain disclosures of directors’ remuneration specified by law are not made; or

As explained more fully in the Directors’ Responsibilities Statement, 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 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 (APB’s) Ethical Standards for Auditors.

• we have not received all the information and explanations we require for our audit.

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 and 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.

Opinion on financial statements In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 30 April 2010 and of the Group’s loss for the year then ended;

Under the Listing Rules we are required to review: • the directors’ statement contained within the Directors’ Report in relation to going concern; and • the part of the Corporate Governance Statement relating to the company’s compliance with the nine provisions of the June 2008 Combined Code specified for our review.

Ian Krieger (Senior Statutory Auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditors London, United Kingdom 13 July 2010

• the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation.

www.dtz.com

43


Financial Statements

Consolidated Income Statement Year ended 30 April 2010

Continuing operations

Note

Before exceptional items 2010 £’000

Before exceptional items 2009 £’000

Exceptional Exceptional items items 2009 2010 (note 5) (note 5) £’000 £’000

2010 £’000

2009 £’000

Revenue

4

355,951

364,072

355,951

364,072

Staff costs

6

(240,943)

(269,366)

(10,139)

(12,050)

(251,082)

(281,416)

(108,476)

(127,689)

(9,463)

(32,543)

(117,939)

(160,232)

(349,419)

(397,055)

(19,602)

(44,593)

(369,021)

(441,648)

Other operating costs Operating profit/ (loss)

6,532

(32,983)

(19,602)

(44,593)

(13,070)

(77,576)

Share of profits in associated undertakings

7

2,240

2,536

2,240

2,536

Total profit/ (loss) from operations including joint ventures and associated undertakings

8,772

(30,447)

(19,602)

(44,593)

(10,830)

(75,040)

16

308

16

308

Income from other fixed asset investments Finance income

8

647

2,716

647

2,716

Finance expense

8

(5,822)

(7,674)

(6,929)

(12,751)

(7,674)

(5,175)

(4,958)

(6,929)

(12,104)

(4,958)

3,613

(35,097)

(26,531)

(44,593)

(22,918)

(79,690)

(521)

(7,216)

(521)

(7,216)

3,092

(42,313)

(26,531)

(44,593)

(23,439)

(86,906)

Equity shareholders of the parent

1,910

(42,731)

(26,531)

(44,593)

(24,621)

(87,324)

Minority interest

1,182

418

1,182

418

3,092

(42,313)

(26,531)

(44,593)

(23,439)

(86,906)

Net finance expense Profit/ (loss) on ordinary activities before taxation Taxation on profit/ (loss) on ordinary activities

9

Profit/ (loss) for the year from continuing operations Attributable to:

Basic earnings/ (loss) per ordinary share

12

0.74p

(40.29)p

(9.60)p

(82.75)p

Diluted earnings/ (loss) per ordinary share

12

0.74p

(40.29)p

(9.60)p

(82.75)p

44

DTZ Holdings plc Annual Report and Accounts 2010


Consolidated Statement of Comprehensive Loss Year ended 30 April 2010

2010 £’000

Loss for the period

(23,439)

2009 £’000

(86,906)

Other comprehensive income: Net actuarial loss on retirement benefit obligations Net revaluation of interest rate swap Foreign exchange translation differences Tax on items directly taken to reserves Transfers from reserves to income statement Other comprehensive loss for the period, net of tax Total comprehensive loss for the period

(4,800)

(3,400)

(23)

(2,175)

1,127

4,839

(473)

2,759

116

(937)

(1,093)

(24,376)

(87,999)

(25,558)

(88,417)

Attributable to: Equity shareholders of the parent Minority interests

1,182

418

(24,376)

(87,999)

www.dtz.com

45


Financial Statements continued

Consolidated and Company Statement of Financial Position At 30 April 2010

Note

2010 £’000

Group 2009 £’000

2010 £’000

Company 2009 £’000

Non-current assets Intangible assets

13

138,899

139,903

Property, plant and equipment

14

20,268

26,317

Investments in associates and subsidiary companies

15

5,545

6,894

47,453

16,155

Other investments – financial assets

16

403

929

9

7,353

2,893

18

35

43

172,503

176,979

47,453

16,155

Deferred tax assets Trade and other receivables Current assets Work in progress Trade and other receivables

4,749

6,726

18

90,056

91,128

243,266

171,346

850

4,279

22

50,647

37,765

283

9,997

146,302

139,898

243,549

181,343

318,805

316,877

291,002

197,498

Tax recoverable Cash and cash equivalents Total assets Current liabilities Bank loans and overdrafts

21

(441)

(328)

Trade and other payables

19

(115,773)

(102,750)

(53,295)

(5,580)

(5,457)

(3,896)

Convertible loan notes

23

(10,914)

Provisions

20

(7,428)

(10,632)

(129,099)

(128,520)

(53,295)

(5,580) (88,247)

Tax liabilities

Non-current liabilities Bank loans and overdrafts

21

(97,680)

(88,247)

(97,680)

Retirement benefit obligations

27

(10,190)

(6,041)

Trade and other payables

19

(16,893)

(14,493)

(4,330)

(4,119) –

9

(73)

(73)

20

(4,966)

(4,357)

(129,802)

(113,211)

(102,010)

(92,366)

(258,901)

(241,731)

(155,305)

(97,946)

59,904

75,146

135,697

99,552

13,269

12,011

13,269

12,011

95,576

85,638

95,576

85,638

(63,540)

(37,983)

27,075

5,169

Equity reserves

1,031

49

Other reserves

8,544

7,948

(223)

(3,266)

54,880

67,663

135,697

99,552

5,024

7,483

59,904

75,146

135,697

99,552

Deferred tax liabilities Provisions Total liabilities Net assets Equity Called-up share capital

24

Share premium account Retained earnings

Equity shareholders’ funds Minority interest Total equity

The financial statements of DTZ Holdings plc (Company number: 2088415) were approved for issue by the Board of Directors on 13 July 2010. Signed on behalf of the Board of Directors

Paul T. Idzik Group Chief Executive

46

DTZ Holdings plc Annual Report and Accounts 2010

Bob Rickert Group Finance Director and Global Chief Operating Officer


Consolidated and Company Statement of Changes in Equity At 30 April 2010

Group Called-up share capital £’000

Share premium account £’000

2,970

49,737

51,653

(87,324)

Net actuarial loss on retirement benefit obligation

Net revaluation of interest rate swap

Foreign exchange translation differences

Tax on items directly taken to reserves Transfers from reserves to income statement

Balance at 1 May 2008 (Loss)/ Profit for the period

Retained earnings £’000

Equity reserves £’000

Other reserves £’000

Minority interest £’000

Total £’000

(3,098)

8,881

7,436

117,579

418

(86,906)

(3,400)

(3,400)

(2,175)

(2,175)

4,839

4,839

(473)

(473)

116

116

(87,324)

(1,093)

418

(87,999)

1

14

15

29

203

232

Other comprehensive income:

Total comprehensive income for the period Transactions with owners: Shares issued for cash in exchange for options exercised Shares issued in connection with acquisition of a subsidiary Shares issued for cash (net of transaction fees)

9,011

35,684

44,695

Interest charge on equity component of convertible loan notes

61

61

Purchase of shares for Employee Benefit Trust

(1,630)

(1,630)

Treasury shares issued

(619)

4,716

4,097

Employee share options

160

160

Equity dividends paid

(1,693)

(1,693)

Dividend paid to minority interest

(2,396)

(2,396)

Movement in minority interest

2,025

2,025

12,011

85,638

(37,983)

49

7,948

7,483

75,146

(24,621)

1,182

(23,439)

Net actuarial loss on retirement benefit obligation

(4,800)

(4,800)

Net revaluation of interest rate swap

(23)

(23)

Foreign exchange translation differences

1,127

1,127

Transfer from reserves to income statement

2,759

2,759

(24,621)

(937)

1,182

(24,376)

1,258

9,938

11,196

Treasury shares issued

– –

– –

– (936)

46 936

– –

– –

46 –

Employee share options

1,533

1,533

Dividend paid to minority interest

(4,379)

(4,379)

Balance at 1 May 2009 (Loss)/ Profit for the period Other comprehensive income:

Total comprehensive income for the period Transactions with owners: Shares issued in connection with acquisition of a subsidiary Interest charge on equity component of convertible loan notes

Movement in minority interest Balance at 30 April 2010

738

738

13,269

95,576

(63,540)

1,031

8,544

5,024

59,904

www.dtz.com

47


Financial Statements continued

Consolidated and Company Statement of Changes in Equity continued At 30 April 2010

Company

Balance at 1 May 2008 Loss for the period

Called-up share capital £’000

Share premium account £’000

2,970 –

49,737 –

Retained earnings £’000

9,724 (2,862)

Equity reserves £’000

Other reserves £’000

– –

(1,418) –

Minority interest £’000

– –

Total £’000

61,013 (2,862)

Other comprehensive income: Net revaluation of interest rate swap

(2,175)

Foreign exchange translation differences

327

327

Total comprehensive income for the period

(2,862)

(1,848)

(4,710)

Shares issued for cash in exchange for options exercised

1

14

15

29

203

232

9,011 –

35,684 –

– (1,693)

– –

– –

– –

44,695 (1,693)

12,011

85,638

5,169

(3,266)

99,552

21,906

21,906

Shares issued in connection with acquisition of a subsidiary Shares issued for cash (net of transaction fees) Equity dividends paid Balance at 1 May 2009 Profit for the period

(2,175)

Other comprehensive income: Net revaluation of interest rate swap

(23)

(23)

Foreign exchange translation differences

307

307

Transfer from reserves to income statement

2,759

21,906

3,043

24,949

Total comprehensive income for the period Shares issued in connection with acquisition of a subsidiary At 30 April 2010

48

DTZ Holdings plc Annual Report and Accounts 2010

2,759

1,258

9,938

11,196

13,269

95,576

27,075

(223)

135,697


Consolidated and Company Cash Flow Statement Year ended 30 April 2010

Group 2009 £’000

2010 £’000

Company 2009 £’000

Note

2010 £’000

A

14,725

(30,809)

(15,133)

2,727

3,927

647

2,716

27

22

(4,143)

(5,424)

(4,608)

(3,654)

(224)

(6,058)

13,732

(35,648)

(19,714)

(33,896)

Cash flows from operating activities Cash generated from/ (used in) operations Dividends received Interest received Interest paid Income tax paid Net cash generated from/ (used in) operating activities

(30,264)

Cash flows from investing activities Proceeds from sale of property, plant and equipment

507

200

Proceeds from investment

458

815

Proceeds from sale of subsidiary

821

308

Purchases of property, plant and equipment

(2,133)

(16,934)

Payment of deferred consideration

(2,151)

(5,995)

(1,417)

(731)

(977)

(3,229)

(22,583)

(1,417)

Income from other fixed asset investments

Purchase of investments in associates, joint ventures and other investments (net of cash and cash equivalents acquired) Net cash used in investing activities Cash flows from financing activities Proceeds from issue of share capital Proceeds from borrowings Proceeds from lease incentive Payment of transaction costs

48,902

48,902

25,095

20,150

25,000

19,823

11,545

(1,983)

(5,233)

(5,233)

(15,000)

(15,000)

(15,000)

(15,000)

Purchase of shares for Employee Benefit Trust

(1,630)

(1,630)

Dividends paid to equity shareholders

(1,693)

(1,693)

(4,379)

(2,396)

3,733

54,645

10,000

45,169

Repayment of loans

Dividends paid to minorities Net cash generated from financing activities Net increase/ (decrease) in cash and cash equivalents

14,236

(3,586)

(9,714)

9,856

Cash and cash equivalents at the beginning of the year

37,765

42,773

9,997

141

Effect of foreign exchange rate changes

(1,354)

(1,422)

50,647

37,765

283

9,997

Cash and cash equivalents at the end of the year

B

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Financial Statements continued

Notes to the Consolidated and Company Cash Flow Statement Year ended 30 April 2010

A Cash generated from/ (used in) operations 2010 £’000

(Loss)/ profit for the year from continuing operations

Group 2009 £’000

2010 £’000

Company 2009 £’000

(23,439)

(86,906)

21,906

(2,862)

Adjustments for: Taxation Depreciation and amortisation Impairment charge Disposal and closure of subsidiary undertakings Share of profit in associated undertakings Income from other fixed asset investments Net finance expense Loss/ (profit) on sale of property, plant and equipment Charge for share-based compensation (Decrease)/ increase in provisions Operating cash flow before movements in working capital Decrease in work in progress

521

7,216

7,623

8,371

268

28,766

4,410

(2,240)

(2,536)

(308)

12,103

4,958

4,581

818

11

(38)

1,533

(1,145)

9,494

(355)

(30,983)

26,487

(2,044)

1,977

1,319

(Increase)/ decrease in receivables

(1,729)

53,437

(72,402)

(32,626)

Increase/ (decrease) in payables

14,832

(54,582)

30,782

4,406

Cash generated from/ (used in) operations

14,725

(30,809)

(15,133)

(30,264)

B Analysis of movement in net debt

At 1 May 2009 £’000

Other non-cash changes £’000

At 30 April 2010 £’000

Cash-flows £’000

37,765

14,236

(1,354)

(328)

(95)

(18)

(441)

(88,247)

(10,000)

567

(97,680)

(50,810)

4,141

(805)

(47,474)

9,997

(9,714)

283

(88,247)

(10,000)

567

(97,680)

(78,250)

(19,714)

567

(97,397)

Analysis of movement in net debt Consolidated Cash and cash equivalents Bank loans and overdrafts within one year Bank loans and overdrafts after one year

50,647

Company Cash and cash equivalents Bank loans and overdrafts within one year Bank loans and overdrafts after one year

50

DTZ Holdings plc Annual Report and Accounts 2010


Notes to the Financial Statements

1. General information DTZ Holdings plc is a Company incorporated in the United Kingdom under the Companies Act. The address of the registered office is 125 Old Broad Street, London EC2N 2BQ. DTZ Holdings plc (‘the Company’) and its subsidiaries (together ‘the Group’) are one of the world’s leading real estate advisers, providing innovative real estate and business solutions. Further information regarding the nature of the Group’s operations and its principal activities are set out in note 4 and in our Business Review on pages 4 to 23. These financial statements are presented in sterling as this is the currency of the primary economic environment in which the Group operates. Foreign operations are included in accordance with the policies set out in note 2.

2. Accounting policies 2a. Adoption of new and revised standards Standards and amendments effective in 2010 The Group adopted the following new and amended standards as of 1 May 2009: – IAS 1 (Revised), ‘Presentation of financial statements’ The Group has presented both a consolidated statement of comprehensive loss and a consolidated statement of changes in equity as financial statements. The consolidated statement of comprehensive loss effectively replaces the current consolidated statement of recognised income and expense. As a result, the Group presents in the consolidated statement of changes in equity all owner changes in equity, where as all non-owner changes in equity are presented in the consolidated statement of comprehensive loss. – IAS 23 (amendment), ‘Borrowing costs’ The amendment eliminates the option to expense all borrowing costs when incurred. This change has had no impact on these financial statements because the Group has no qualifying assets where borrowing costs need to be capitalised. – IFRS 2 (amendment), ‘Share-based payment: Vesting conditions and cancellations’ The amendments clarify the definition of vesting conditions for purposes of IFRS 2, introduce the concept of ‘non-vesting’ conditions and clarify the accounting treatment for cancellations. The amendment has been applied retrospectively in accordance with the relevant transitional provision. The amendment does not have a material impact on the Group’s financial statements. – IFRS 7 (amendment), ‘Financial instruments – Disclosures’ The amendment contains further disclosure requirements to enhance the information available to investors about fair value measurement and liquidity risk associated with an entity’s financial instruments. – IFRS 8, ‘Operating Segments’ This standard requires a ‘management approach’, under which segment information is presented on the same basis as that used for internal reporting purposes. There have been no changes to the contents of the segment information, as this is consistent with how management report information internally. – IFRS 1 and IAS 27, ‘Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate’. The amendment removes the concept of pre- and post- acquisition reserves from IFRS. The amendments did not have a material impact on the Group. – IFRS 1 and IAS 32, ‘Puttable Financial Instruments and Obligations Arising on Liquidation’ The amendments require some puttable financial instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation to be classified as equity. This change has had no effect on the Group. – IFRIC 12, ‘Service Concession Arrangements’ This interpretation gives guidance on the accounting by operators for public-to-private service concession arrangements. The Group does not have any public-to-private service concession arrangements. – IFRIC 14, ‘IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’ This interpretation clarifies three issues: 1) how entities should determine the limit placed by IAS 19 ‘Employee Benefits’ on the amount of a surplus in a pension plan they can recognise as an asset; 2) how a minimum funding requirement affects that limit; and 3) when a minimum funding requirement creates an onerous obligation that should be recognised as a liability in addition to that otherwise recognised under IAS 19. This amendment did not have a material impact on the Group. – IFRIC 16, ‘Hedges of a Net Investment in a Foreign Operation’ This interpretation provides guidance on the nature of the hedged risk and the amount of the hedged item for which a hedging relationship may be designated, where in the Group a hedging instrument can be held and which amounts should be reclassified from equity to the income statement as reclassification adjustments on disposal of the foreign operation. This change did not have a material impact on the Group. – IFRIC 9 and IAS 39 (amendments), ‘Embedded Derivatives’ These amendments allow the reassessment of embedded derivatives on reclassification of financial instruments out of the fair value through the income statement category. These changes did not have a material impact on the Group.

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Financial Statements continued

Notes to the Financial Statements continued

2. Accounting policies continued – IFRS 2008 (improvements) The improvements to IFRS contains miscellaneous necessary but non-urgent amendments to IFRS. These changes did not have a material impact on the Group. Standards, amendments and interpretations to standards that are not yet effective and have not been early adopted by the Group The following standards and amendments to published standards are mandatory for accounting periods beginning on or after 1 May 2010, and have not been early adopted: – IAS 27 (revised), ‘Consolidated and Separate Financial Statements’ The revision specifies that changes in a parent’s ownership interest in a subsidiary that do not result in the loss of control must be accounted for as equity transactions. The Group will adopt this for changes made after 1 May 2010. – IAS 39 (amendment), ‘Financial Instruments: Recognition and Measurement: Eligible Hedged Items’ The change clarifies how existing hedge accounting principles should be applied to the designation of a one-sided risk in a hedged item and to inflation in a hedged item. These changes are not expected to have a material impact on the Group. – IFRS 3 (revised), ‘Business Combinations’ The main changes to the standard following the revision include the separate accounting of acquisition related costs, changes to business combinations achieved in stages and changes to the accounting for business combinations where less than 100% of the equity is acquired. These changes will be effective for acquisitions made after 1 May 2010. – IFRIC 17, ‘Distributions of Non-cash Assets to Owners’ This interpretation applies to non-cash dividends excluding those controlled by the same party before and after the transaction. It clarifies the recognition and measurement of non-cash dividend payable. This interpretation is not expected to have a material impact on the Group. – IFRS 2009 (improvements) The improvements to IFRS contains miscellaneous necessary but non-urgent amendments to IFRS. These changes are not expected to have a material impact on the Group.

2b. Significant accounting policies Basis of preparation The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the European Union (‘EU’) and therefore comply with Article 4 of the EU IAS Regulation and those parts of the Companies Act 2006 applicable to companies reporting under IFRSs. The Group’s financial statements are also consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board. The financial statements have been prepared on a going concern basis. This is discussed in the Directors’ Report on page 40, under the heading “Going concern”. Accounting convention The financial statements are prepared under the historical cost convention except for the revaluation of unlisted investments and financial instruments which are held at their fair value under IAS32 and IAS39. Basis of consolidation The financial statements incorporate the financial statements of the Company, its subsidiaries and joint venture undertakings, together with the Group’s share of the results of its associates. A subsidiary is an entity controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal. Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interest of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. Investments in associates An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control.

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DTZ Holdings plc Annual Report and Accounts 2010


The results, assets and liabilities of associates are incorporated in the financial statements using the equity method of accounting. Under this method investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Group’s interest in that associate are not recognised. The Group’s share of profit, net of tax, is recognised in the income statement. Where a Group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant associate. Interests in joint ventures A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control, that is when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the proportional consolidation method. The Group’s share of assets, liabilities, revenues and expenses of the joint venture are combined line by line with similar items in the Group’s financial statements. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue comprises commissions and fees receivable from agency and professional activities, exclusive of sales-related taxes and amounts due to third parties. Agency commissions are recognised either on the unconditional completion of a contract or when a fee is contractually due. Professional fees are recognised on an ongoing basis and on completion of the assignment. Goodwill Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets and liabilities of the subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment at least annually. Any impairment loss is recognised immediately in the income statement and is not reversed in a subsequent period. For impairment losses that are derived in a foreign currency, the impairment loss is calculated at the closing foreign currency exchange rate. Goodwill in respect of subsidiaries is included in intangible fixed assets. Goodwill relating to associates is included within the carrying value of the associate. For acquisitions that completed prior to 30 April 1998, goodwill was written off directly to reserves in the year in which it arose. Goodwill acquired from 1 May 1998 to 30 April 2004 was capitalised and amortised over its useful economic life. Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP carrying value subject to being tested for impairment at that date. Goodwill previously written off directly to reserves has not been reinstated and will not be included in determining any profit or loss on disposal of the entity to which it relates. Intangible fixed assets Licences are classed as intangible fixed assets as per IAS38. As such they are measured initially on the balance sheet at the carrying value at the date of transition to IFRS. At each balance sheet date the Group reviews the carrying amounts of its intangible fixed assets to determine whether there is any indication of an impairment loss. Intangible assets acquired as part of a business combination are valued at fair value on acquisition and amortised over the useful life. Amortisation charges are spread on a straight-line basis over the period of the assets’ estimated useful lives using the following rates: • Brand 33% – 50% per annum • Customer relationships and contracts 33% – 50% per annum • Software 33% per annum Intangibles are reviewed for impairment at least annually. Any impairment loss is recognised immediately in the income statement and is not reversed in a subsequent period. For impairment losses that are derived in a foreign currency, the impairment loss is calculated at the closing foreign currency exchange rate. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and any related impairment losses. Depreciation is provided so as to write off the cost of tangible fixed assets over their estimated useful lives, on a straight-line basis, using the following rates: • Leasehold improvements: over term of lease • Furniture and equipment 10% to 33% per annum • Motor vehicles 20% to 25% per annum Provision is made for asset impairment if the asset’s recoverable amount (the higher of net realisable value and value in use) falls below its carrying value.

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Financial Statements continued

Notes to the Financial Statements continued

2. Accounting policies continued Work in progress Work in progress is recognised in relation to professional activities over the duration of the assignment and is stated at the lower of cost, including attributable overheads, and net realisable value. No account is taken of work in progress relating to agency activities if the recovery of such costs is contingent upon the successful completion of the transaction and such completion had not occurred at the balance sheet date. Taxation The tax charge comprises current tax payable and deferred tax. The current tax charge represents an estimate of the amounts payable to tax authorities in respect of the Group’s taxable profits. Deferred tax is recognised on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interest in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Foreign currencies Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Gains and losses arising on retranslation are included in the income statement. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are expressed in sterling using exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are classified as equity and transferred to the translation reserve. Such translation differences are released to the income statement in the period in which the foreign operation is disposed of. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are, after the date of transaction, treated as assets and liabilities of the foreign operation and translated at the closing rate. Borrowing costs Borrowing costs are recognised in profit or loss in the period in which they are incurred. Transaction costs associated with refinancing bank borrowings are capitalised and amortised over the term of the borrowings. When a facility is renegotiated and subsequently qualifies as a new facility, previously capitalised costs are written off to the income statement at the point where the old facility is deemed to end. Bank borrowings Interest-bearing bank loans and overdrafts are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the Group’s accounting policy for borrowing costs (see above). Financial instruments Financial assets and liabilities are recognised on the Group’s balance sheet at fair value when the Group becomes a party to the contractual provisions of the instrument. Trade receivables Trade receivables are measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (with the exception of current trade receivables) discounted at the effective interest rate computed at initial recognition. Cash and cash equivalents Cash and cash equivalents comprise cash in hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Trade payables Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

54

DTZ Holdings plc Annual Report and Accounts 2010


Investments – financial assets Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially at cost including transaction costs. Investments are classified as either held-for-trading or available-for-sale, and are measured at subsequent reporting dates at fair value. Where securities are held for trading purposes, gains and losses arising from changes in fair value are included in net profit or loss for the period. For available-for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period. Impairment losses recognised in profit or loss for equity investments classified as available-for-sale are not subsequently reversed through profit or loss. Impairment losses recognised in profit or loss for debt instruments classified as available-for-sale are subsequently reversed if an increase in the fair value of the instrument can be objectively related to an event occurring after the recognition of the impairment loss. Retirement benefit obligations Retirement benefit obligations to employees are provided by three principal schemes, which are funded by contributions from certain Group companies and employees. Payments are made in accordance with periodic calculations by a professionally qualified actuary. Contributions to the defined contribution schemes are charged as an expense on a payable basis. For the defined benefit scheme, the cost of providing benefits is calculated by a professionally qualified actuary using the projected unit credit method. Actuarial gains and losses are recognised in full in the period in which they occur and are presented in the statement of recognised income and expense. Past service cost is recognised immediately to the extent that the benefits are already vested, and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligations recognised in the balance sheet represent the present value of the defined benefit obligations as adjusted for unrecognised past service cost, determined by discounting the estimated future cash flows using the rate of interest or a high quality corporate bond less the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme. Capitalised pension liability Provision is made for the capitalised value of future pensions payable to certain former partners and widows of the Bernard Thorpe partnership. This is calculated in accordance with advice provided by Lane Clark & Peacock, professionally qualified actuaries, on bases appropriate as at the year-end date. In the event of a permanent diminution in the profits of the Group, the liability would substantially reduce. The deferred tax asset relating to this liability is recognised within non-current assets. Payments in respect of these pensions are charged to the provision. Leasing Assets held under finance leases and the related lease obligations are recorded in the balance sheet at the fair value of the leased assets at the inception of the leases. The excess of each lease payment over the recorded lease obligations is treated as a finance charge which is amortised over each lease term to give a constant rate of charge on the remaining balance of the obligation. Rental costs under operating leases are charged to the income statement in equal annual amounts over the period of the leases. Benefits received and receivable as an incentive to enter into an operating lease are spread on a straight-line basis over the lease term. Share-based payments In accordance with the transitional provisions of IFRS1, IFRS2 has been applied to all grants of equity instruments after 7 November 2002 that had not vested as of 1 May 2006. The Group issues share option awards to certain employees and Senior Executives on a periodic basis under the Company Share Option Plan (‘COSOP’). The awards are measured at fair value at the date of the grant and are expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. The fair value of the share awards is determined using the Black-Scholes option valuation method. Provisions Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date. Derivative financial instrument and hedge accounting The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group uses interest rate swap contracts to hedge these exposures. The Group does not use derivative instruments for speculative purposes. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provides written principles on the use of financial derivatives.

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Financial Statements continued

Notes to the Financial Statements continued

2. Accounting policies continued Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in equity and the ineffective portion is recognised immediately in the income statement. If the cash flow hedge of a firm commitment or forecast transaction results in the recognition of an asset or a liability, then at the time the asset or liability is recognised, the associated gain or loss on the derivative that had previously been recognised in equity is included in the initial measurement of the asset or liability. For hedges that do not result in the recognition of an asset or a liability, amounts deferred in equity are recognised in the income statement in the same period in which the hedged item affects net profit or loss. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income statement as they arise. Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in equity in the foreign currency translation reserve. The gain or loss relating to the ineffective portion is recognised in profit or loss. Gains and losses deferred in the foreign currency translation reserve are recognised in profit or loss on disposal of the foreign operation. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss is transferred to net profit or loss for the period.

3. Critical accounting judgements and key sources of estimation uncertainty The preparation of the financial statements necessitates the use of estimates, assumptions and judgements. These estimates, assumptions and judgements affect the reported amounts of assets, liabilities and contingent liabilities at the balance sheet date as well as affecting the reported income and expenses for the year. Details of these estimates, assumptions and judgements are discussed below: Impairment of goodwill and intangibles Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash-generating units to which goodwill has been allocated. The value-in-use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate the present value. Actual outcomes could vary significantly from these estimates. Estimates used in this analysis are set out in note 13 to the financial statements. Retirement benefit obligations The Group operates a number of defined benefit pension schemes as described in note 27 to the financial statements. The assets of the schemes are measured at their fair value at the balance sheet date. Scheme liabilities are measured using the projected unit credit method, which takes account of projected earnings increases, using actuarial assumptions that give the best estimate of the future cash flows that will arise under the scheme liabilities. These cash flows are discounted at the interest rate applicable to high-quality corporate bonds of the same currency and term as the liabilities. Any surplus or deficit of scheme assets over liabilities is recognised in the balance sheet as an asset (surplus) or liability (deficit). In determining the value of scheme liabilities different assumptions could significantly alter the amount of the deficit recognised in the balance sheet and the pension cost charged to the income statement. The assumptions adopted for the Group’s pension schemes are set out in note 27 to the financial statements. Share based payments Recognition and measurement of share-based payments required estimation of the fair value of awards at the date of grant, and for cash-settled awards, re-measurement at each reporting date. Judgement is exercised when estimating the number of awards that will ultimately vest and these estimates have a significant impact on the amounts recognised in the income statement and balance sheet. To assist in determining each award’s fair value, the Directors engage a qualified and independent valuation expert. Assumptions in relation to the number of awards that will ultimately vest is based on estimates at the reporting date of the extent to which performance conditions are anticipated to be satisfied, anticipated future lapses by leavers and the current intrinsic value of those awards. Income taxes As the Group operates across many income tax jurisdictions, judgement is required in determining the consolidated provision for income taxes. Deferred Tax Asset is calculated on a country basis. The profit/ (loss) of each country and the future profitability is considered when calculating the Deferred Tax Asset for the Group. Provisions The Group and its subsidiaries recognise a provision when there is a present (legal or constructive) obligation in respect of a past event. Judgement is required to quantify such amounts. Net accounts receivable The net accounts receivable amount includes an allowance for doubtful debts. The valuation of the allowance for doubtful debts reflects the Group’s estimates of losses arising from the failure or inability of the Group’s customers to make required payments. The allowance is based on the ageing of customer accounts, customer worthiness and the Group’s historical write-off experience. Changes to the allowance may be required if the financial condition of the Group’s customers improves or deteriorates. An improvement in financial condition may result in lower actual write-offs. Historically, changes to the estimate of losses have not been material to the Group’s financial position and results.

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DTZ Holdings plc Annual Report and Accounts 2010


4. Segmental analysis For management purposes, the Group is currently organised into four geographic divisions: UK & Ireland; Continental Europe, Middle East and Africa (‘CEMEA’); Asia Pacific and The Americas. These divisions are the Group’s reportable segments. During the current period EMEA, has been split into UK and Ireland and CEMEA, prior year numbers have been restated to reflect this change. In addition, the Group operates six service lines across the reportable segments. During the current period Capital Markets has been split into Investment Agency and Investment & Asset Management, prior year numbers have been restated on this basis. Profit/ (loss) before tax is the measure used for resource allocation and assessment of segment performance. In accordance with IAS 1 (revised) a restatement of historic numbers requires the effect of those changes to be presented through the disclosure of a third balance sheet. The Directors deem this to not be required as the restatement has no effect on the financial position of the consolidated Group. Year ended 30 April 2010 UK & Ireland £’000

CEMEA Asia Pacific £’000 £’000

The Americas £’000

Group Centre Consolidated £’000 £’000

Revenue External sales: Occupational & Development Markets

37,146

28,094

34,660

18,643

118,543

Professional Services

50,681

26,221

16,810

93,712

Valuation

22,787

17,549

20,358

60,694

Investment Agency

16,919

6,970

20,977

1,715

46,581

4,756

9,017

2

13,775

13,404

3,616

5,626

22,646

Total external sales

145,693

91,467

98,433

20,358

355,951

Total revenue

145,693

91,467

98,433

20,358

355,951

9,489

(6,081)

8,680

512

(6,068)

6,532

(341)

2,581

2,240

9,148 16

(3,500) –

8,680 –

512 –

(6,068) –

8,772 16 (5,175)

Investment & Asset Management Consulting & Research

Result Operating profit/ (loss) before exceptional items Share of profits in associated undertakings Total profit/ (loss) from operations including joint ventures and associated undertakings Income from other fixed asset investments Net finance (expense)/ income Profit/ (loss) on ordinary activities before exceptional items Exceptional items Profit/ (loss) on ordinary activities before taxation

(426)

181

31

(22)

(4,939)

8,738

(3,319)

8,711

490

(11,007)

3,613

(5,549)

(10,068)

(2,252)

(1,004)

(7,658)

(26,531)

3,189

(13,387)

6,459

(514)

(18,665)

(22,918)

Taxation on profit/ (loss) on ordinary activities

(521)

Loss for the year from continuing operations

(23,439)

Other information Segment assets Investment in equity method associates

116,681

84,580

99,983

12,016

780

4,564

200

1

Consolidated total assets Segment liabilities

Depreciation and amortisation

5,545 318,805

(179,238)

(31,205)

(40,428)

(8,030)

863

602

650

17

2,132

(3,585)

(1,344)

(1,795)

(899)

(7,623)

Consolidated total liabilities Capital additions

313,260

(258,901) (258,901)

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57


Financial Statements continued

Notes to the Financial Statements continued

4. Segmental analysis continued Year ended 30 April 2009 UK & Ireland £’000

CEMEA Asia Pacific £’000 £’000

The Americas £’000

Group Centre Consolidated £’000 £’000

Revenue External sales: Occupational & Development Markets

45,162

31,357

21,974

12,131

110,624

Professional Services

53,089

24,412

16,924

94,425

Valuation

30,355

23,392

20,326

74,073

Investment Agency

10,571

8,887

13,859

5,550

38,867

7,757

9,138

125

1,116

18,136

15,782

5,992

6,173

27,947

Total external sales

162,716

103,178

79,381

18,797

364,072

Total revenue

162,716

103,178

79,381

18,797

364,072

9,866

(22,451)

(7,150)

(6,575)

(6,673)

(32,983)

(187)

2,723

2,536

Income from other fixed asset investments

9,679 –

(19,728) 308

(7,150) –

(6,575) –

(6,673) –

(30,447) 308

Net finance (expense)/ income

(5,192)

816

(216)

(366)

(4,958)

Profit/ (loss) on ordinary activities before exceptional items

4,487

(18,604)

(7,366)

(6,941)

(6,673)

(35,097)

Exceptional items

(7,406)

(8,978)

(1,789)

(25,671)

(749)

(44,593)

Loss on ordinary activities before taxation

(2,919)

(27,582)

(9,155)

(32,612)

(7,422)

(79,690)

Investment & Asset Management Consulting & Research

Result Operating profit/ (loss) before exceptional items Share of profits in associated undertakings Total profit/ (loss) from operations including joint ventures and associated undertakings

Taxation on profit/ (loss) on ordinary activities

(7,216)

Loss for the year from continuing operations

(86,906)

Other information Segment assets Investment in equity method associates

131,215

88,538

80,484

9,746

1,139

5,448

306

1

Consolidated total assets Segment liabilities

Depreciation and amortisation

58

DTZ Holdings plc Annual Report and Accounts 2010

6,894 316,877

(175,776)

(35,209)

(25,714)

(5,032)

15,169

2,016

2,509

150

(3,827)

(1,546)

(1,883)

(1,115)

Consolidated total liabilities Capital additions

309,983

(241,731) (241,731) 19,844

(8,371)


5. Exceptional items The management consider the disclosure of the following items necessary to give a fair picture of the underlying results of the Group for the year. 2010 £’000

2009 £’000

Exceptional items relating to continuing operations: Restructuring costs Staff costs

(10,139)

(12,050)

(10,139)

(12,050)

(268)

(27,333)

Restructuring costs

(4,785)

(5,210)

Disposal of Russia and New Zealand

(4,410)

Impairments

Other operating costs Total exceptional items before interest Refinancing costs Finance expense Total exceptional items before taxation Taxation

(9,463)

(32,543)

(19,602)

(44,593)

(6,929)

(6,929)

(26,531)

(44,593)

(26,531)

(44,593)

Year ended 30 April 2010 Restructuring costs Staff related restructuring costs represent the cost of staff redundancies paid or announced in the period. Restructuring costs included in other operating costs in the period relate to the recognition of onerous leases across the Group. Total restructuring costs for the period amounted to £14,924,000 (30 April 2009: £17,260,000). Refinancing costs During the period DTZ Holdings plc renegotiated its finance facility with RBS. Costs directly associated with the refinancing have been expensed, this amounted to £3,970,000, of which £2,500,000 was previously capitalised and £1,470,000 was incurred during the current period. In addition due to the termination and re-instatement of interest rate swaps £3,759,000 of costs have been incurred during the period, of this £2,759,000 has been transferred from the hedging reserve, and an additional £200,000 cost was embedded in the new derivatives. Year ended 30 April 2009 Restructuring costs Restructuring costs of £12,050,000 were included in staff costs and represent the cost of staff redundancies paid or announced during the period. Restructuring costs included in other operating costs amounted to £5,210,000, represented by office closure costs of £3,761,000, and other restructuring costs of £1,449,000 which includes write off of goodwill in Austria and Portugal. Impairments In the prior period, a net impairment charge of £27,333,000 was recognised in respect of the Americas region in relation to goodwill and other assets, and the disposal in May 2009 of DTZ Rockwood for a nominal amount.

6. Staff costs 2010 £’000

2009 £’000

Staff costs during the year: 222,872

242,800

Social security costs

Wages, salaries and performance-related payments

21,048

26,304

Other pension costs

5,629

12,152

Share-based payments

1,533

160

251,082

281,416

During the year the Group employed an average of 4,921 staff (2009: 6,392) including Directors. Of this number, 4,246 (2009: 5,541) were involved in the professional side of the Group’s activities and 675 (2009: 851) were involved in central support functions. At 30 April 2010, the Group employed 4,637 staff (2009: 5,575).

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59


Financial Statements continued

Notes to the Financial Statements continued

6. Staff costs continued Details of the Directors’ emoluments and share options required by the Companies Act 2006 are included in the Directors’ remuneration report, which forms part of these financial statements. Directors’ and key management compensation

2010 £’000

2009 £’000

6,684

5,543

Key management: Remuneration Fees to Non-Executive Directors Post-employment benefits Share-based payments

244

243

61

234

1,069

14

8,058

6,034

Key management are those persons having authority and responsibility for planning, directing and controlling the activities of the entity and include Executive and Non-Executive Directors, four members of the Executive Committee and one member of senior management (2009: Executive and Non-Executive Directors, five members of the Executive Committee and one member of senior management).

7. Operating profit/ (loss) 2010 £’000

2009 £’000

Operating profit/ (loss) is stated after charging/ (crediting) Loss/ (profit) on disposal of tangible fixed assets

11

(38)

6,589

7,087

1,034

1,284

19,121

24,385

Depreciation on tangible fixed assets: Owned assets Amortisation of intangible assets Rentals under operating leases: Land and buildings Others Net foreign exchange gain Auditors’ remuneration

7,189

4,113

(3,837)

(5,841)

2010 £’000

2009 £’000

The analysis of the auditors’ remuneration is as follows: Fees payable to the Company’s auditors for the audit of the Company’s annual accounts

130

180

The audit of the Company’s subsidiaries pursuant to legislation

506

486

Total audit fees

636

666

Other services pursuant to legislation

60

63

Tax services

363

339

Corporate Finance services

225

715

Other services Total non-audit fees Total fees

36

40

624

1,094

1,320

1,823

In July 2009, £225,000 was paid to Deloitte LLP for Corporate Finance services in relation to the renegotiation of the banking facilities. In the prior year, fees were paid for Corporate Finance services in relation to the Firm Placing and Placing and Open Offer (£514,000) and refinancing (£201,000).

8. Net finance (expense)/ income 2010 £’000

2009 £’000

Bank interest receivable

363

1,761

Other interest receivable

284

955

Total finance income

647

2,716

Bank loans and overdrafts – interest payable

(4,719)

(6,303)

Refinancing costs

(6,928)

Unwinding of discount on provisions

(1,104)

(1,371)

Total finance expense

(12,751)

(7,674)

Net finance expense

(12,104)

(4,958)

60

DTZ Holdings plc Annual Report and Accounts 2010


9. Taxation on profit/ (loss) on ordinary activities 2010 £’000

2009 £’000

UK corporation tax at 28% (2009: 28%) based on the loss for the year

(1,295)

(250)

Overseas taxation

(4,236)

(3,738)

Adjustment of prior years Double taxation relief Deferred taxation – origination and reversal of timing differences

(425)

344

1,295

230

(4,661)

(3,414)

4,140

(3,802)

(521)

(7,216)

Factors affecting tax charge for the year The tax assessed for the period is higher than that resulting from applying the standard rate of corporation tax in the UK of 28% (2009: 28%). The differences are explained below: 2010 £’000

(Loss)/ profit on ordinary activities before taxation

2009 £’000

(22,918)

(79,690)

6,417

22,313

Expenses not deductible for tax purposes

(3,203)

(2,915)

Effect of impairment of charge not deductible

(6,464)

(7,653)

Tax credit at 28% thereon: Effects of:

Adjustment of prior years Deferred tax asset not recognised on timing differences Overseas tax rates Deferred tax assets not recognised on movement in tax losses Total tax charge for the year

(425)

344

909

(3,994)

1,256

(152)

989

(15,159)

(521)

(7,216)

2010 £’000

2009 £’000

2,893

7,112

Deferred tax Movement on deferred tax balance in the period: Deferred tax asset At 1 May Charge to reserves Charge/ (credit) to profit and loss account

(476)

4,140

(3,838)

320

95

7,353

2,893

At 1 May

(73)

(73)

At 30 April

(73)

(73)

Foreign exchange At 30 April Deferred tax liability

Analysis of deferred tax balance: Short-term timing differences

1,469

634

Overseas losses

5,884

2,259

Deferred tax asset

7,353

2,893

Revaluation reserve

(73)

(73)

Deferred tax liability

(73)

(73)

Deferred tax assets have been recognised in respect of temporary differences and losses where it is probable that these assets will be recovered. A deferred tax asset has not been recognised in respect of timing differences relating to trading losses in overseas subsidiaries where there is insufficient evidence that the asset will be recovered. The amount of the asset not recognised is £11,550,000 (2009: £19,222,000). The asset will be recovered if sufficient suitable profits are made in the future against which the asset could reverse.

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61


Financial Statements continued

Notes to the Financial Statements continued

10. Results of the parent Company As permitted by Section 408 of the Companies Act 2006, the profit and loss of the parent Company is not presented as part of these accounts. The parent Company’s profit for the financial year after taxation amounted to £21,906,000 (2009: loss of £2,862,000).

11. Equity dividends 2010 Per share

2010 £’000

Final dividend for year ended 30 April 2009 (30 April 2008)

Interim dividend for year ended 30 April 2010 (30 April 2009)

2009 Per share

3.00p – 3.00p

2009 £’000

1,693 – 1,693

The Board is not proposing a dividend at 30 April 2010.

12. Earnings/ (loss) per ordinary share The basic earnings/ (loss) per ordinary share is calculated by dividing the profit or loss attributable to equity shareholders by the weighted average number of shares in issue during the year. The diluted earnings/ (loss) per ordinary share is calculated by adjusting the weighted average number of shares to assume conversion of all dilutive potential ordinary shares. In 2009 the convertible unsecured loan notes and the share options were not considered dilutive.

Average number of shares in issue

2010 Number

2009 Number

256,541,013

105,028,569

Share options Diluted average number of shares in issue

Profit/ (loss) attributable to equity shareholders (£’000)

Earnings per share before exceptional items 2010

1,910

2,230,168

258,771,181

105,028,569

Loss per share 2010

Loss per share before exceptional items 2009

Loss per share 2009

(24,621)

(42,731)

(87,324)

Basic earnings/ (loss) per ordinary share

0.74p

(9.60)p

(40.29)p

(82.75)p

Diluted earnings/ (loss) per ordinary share

0.74p

(9.60)p

(40.29)p

(82.75)p

13. Intangible assets Goodwill £’000

Brand £’000

Customer relationships and contracts £’000

146,464

1,330

1,782

672

2,226

126

126

(28,556)

(28,556)

Software £’000

Licences £’000

Total £’000

152,474

Group At 1 May 2008 Acquisition of subsidiaries Impairment charge for the year Amortisation charge for the year

(313)

(661)

(310)

(1,284)

16,447

149

164

383

17,143

134,481

1,166

1,285

362

2,609

139,903

531

531

Disposal of subsidiary

(852)

(852)

Impairment charge for the year

(283)

(283)

(345)

(379)

(310)

(1,034)

432

146

161

(105)

634

134,309

967

1,067

52

2,504

138,899

Foreign exchange translation differences At 1 May 2009 Acquisition of subsidiaries

Amortisation charge for the year Foreign exchange translation differences At 30 April 2010

For details relating to the current year acquisition and disposal of subsidiaries refer to note 17.

62

DTZ Holdings plc Annual Report and Accounts 2010


Impairment testing For the purposes of impairment testing, goodwill and intangibles are allocated to the Group’s cash-generating units (‘CGUs’) according to the geographic region. A geography based summary of the allocation is presented below:

Goodwill £’000

Brand £’000

Customer relationships and contracts £’000

Software £’000

Licences £’000

Total £’000

30 April 2010 UK and Ireland

56,721

52

56,773

CEMEA

30,876

2,504

33,380

Asia Pacific

45,985

45,985

727

967

1,067

2,761

134,309

967

1,067

52

2,504

138,899

The Americas Total intangible assets

Methodology Goodwill is not amortised but the Group tests goodwill annually for impairment with the recoverable amount being determined from value in use calculations. Value in use is determined through the analysis of five year discounted cash flow forecasts based on financial forecasts approved by management which takes account of both past performance and expected future market developments with and a terminal value calculated using a long term growth rate of 1.5% (2009: 1.5%). Management has used a pre-tax discount rate of 11.05% (2009: 10.12%), equivalent to its weighted average cost of capital. This has been determined as reflecting current market assessments of the time value of money and risks specific to the industry and Company. Results Following impairment testing, no further impairment charge has been recognised in the Group as at 30 April 2010. During the period, £283,000 has been recognised as an impairment charge in connection with the goodwill held in Russia, due to the operations being disposed. In addition, an impairment charge of £162,000 was recognised locally in our Australian operations against the net assets of an associate investment.

14. Property, plant and equipment Leasehold Improvements £’000

Furniture and equipment £’000

Motor vehicles £’000

At 1 May 2008

13,862

31,809

1,504

47,175

Additions

12,157

7,610

77

19,844

Disposals

(2,279)

(3,429)

(673)

(6,381)

(2,007)

(2,007)

912

2,896

110

3,918

24,652

36,879

1,018

62,549

Total £’000

Group Cost:

Impairment Foreign exchange translation differences At 1 May 2009 Additions

249

1,842

41

2,132

Disposals

(738)

(4,426)

(321)

(5,485)

208

418

(12)

614

24,371

34,713

726

59,810

At 1 May 2008

(8,714)

(21,566)

(755)

(31,035)

Charge for year

(2,507)

(4,426)

(154)

(7,087)

Disposals

1,234

2,345

402

3,981

666

666

(586)

(2,078)

(93)

(2,757)

At 1 May 2009

(10,573)

(25,059)

(600)

(36,232)

Charge for year

(2,660)

(3,835)

(94)

(6,589)

576

3,049

199

3,824

(150)

(404)

9

(545)

(12,807)

(26,249)

(486)

(39,542)

Foreign exchange translation differences At 30 April 2010 Accumulated depreciation:

Impairment Foreign exchange translation differences

Disposals Foreign exchange translation differences At 30 April 2010 Net book value: At 30 April 2010

11,564

8,464

240

20,268

At 30 April 2009

14,079

11,820

418

26,317

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63


Financial Statements continued

Notes to the Financial Statements continued

15. Investments in associates and subsidiary companies Group Share of Goodwill on net assets of acquisition of associated associated undertakings undertakings £’000 £’000

Total associated undertakings £’000

Company Shares in associates and subsidiary companies £’000

Cost: At 1 May 2008

5,088

562

5,650

15,905

Additions

154

154

250

Disposals

(623)

(31)

(654)

Foreign exchange translation differences

599

5

604

5,218

536

5,754

16,155

At 1 May 2009

31,298

Impairment

Additions

(162)

(162)

Disposals

(458)

(458)

(90)

1

(89)

4,508

537

5,045

47,453

At 1 May 2008

1,635

1,635

Movement in the year

2,536

2,536

(207)

(207)

(3,341)

(3,341)

517

517

1,140

1,140

Foreign exchange translation differences At 30 April 2010 Share of retained profits/ (losses) in associates:

Transfer to subsidiaries Dividend received Foreign exchange translation differences At 1 May 2009 Movement in the year

2,240

2,240

(2,726)

(2,726)

(154)

(154)

500

500

At 30 April 2010

5,008

537

5,545

47,453

At 30 April 2009

6,358

536

6,894

16,155

2010 £’000

2009 £’000

Dividend received Foreign exchange translation differences At 30 April 2010 Net book value:

Details of principal subsidiaries and associated undertakings are given in note 28. Associates The following information is given in respect of the Group’s share of all associates.

Assets

16,220

17,538

Liabilities

(8,687)

(15,424)

Revenue

22,034

19,371

2,240

2,536

Profit

64

DTZ Holdings plc Annual Report and Accounts 2010


16. Other investments – financial assets Listed investments £’000

Unlisted investments £’000

Group Total £’000

Company Other investments £’000

At 1 May 2008

1

536

537

1

Additions

622

622

Impairment charge for the year

(232)

(232)

Disposals

(1)

(1)

(1)

Foreign exchange translation differences

3

3

At 1 May 2009

929

929

Cost:

Impairment charge for the year

(76)

(76)

Disposals

(427)

(427)

Foreign exchange translation differences

(23)

(23)

At 30 April 2010

403

403

Investments are non-interest bearing. The Directors consider that the carrying values of all investments approximate their fair value.

17. Acquisitions and disposals On 18 May 2009, the Board resolved to complete the disposal of the Group’s 50% interest in DTZ Rockwood LLP. The interest was sold to our joint venture partners for a nominal sum, and at the time of the transaction the net asset value of the investment was £nil. On 2 October 2009, the Group closed its operations in Russia which resulted in loss in the income statement of £3,157,000 representing the write off of net assets along with exit costs. On 31 October 2009, the Group disposed of certain assets and liabilities of its 100% owned interest in DTZ New Zealand (Holdings) Limited, which resulted in a loss on disposal of NZ$ 2,738,000 (£1,174,000) which includes the disposal of goodwill of NZ$ 1,802,000 (£852,000). On 27 November 2009, the Group acquired the remaining 20% minority interest in DTZ Sweden to bring our share holding to 100%. The Group paid SEK 8,371,000 (£731,000) for the remaining share holding which resulted in an additional SEK 5,887,000 (£531,000) in goodwill on acquisition.

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65


Financial Statements continued

Notes to the Financial Statements continued

18. Trade and other receivables 2010 £’000

Group 2009 £’000

2010 £’000

Company 2009 £’000

35

43

Non-current Other Current Accounts receivable

80,245

75,567

Allowance for doubtful debts

(7,926)

(10,016)

Net accounts receivable

72,319

65,551

243,266

171,346

Amounts owed by subsidiaries Loans Other debtors Prepayments and accrued income

718

810

4,523

10,593

12,496

14,174

90,056

91,128

243,266

171,346

Accounts receivables Total accounts receivable (net of allowances) held by the Group at 30 April 2010 amounted to £72,319,000 (2009: £65,551,000). The Group has provided fully for all receivables over eight months because historical experience is such that receivables that are past due beyond eight months are generally not recoverable. Accounts receivable between one month and eight months are provided for based on estimated irrecoverable amounts determined by reference to past default experience. Ageing of past due but not impaired receivables Up to 3 months

2010 £’000

2009 £’000

15,350

15,662

3 to 6 months

6,044

6,004

Over 6 months

2,988

4,395

24,382

26,061

2010 £’000

2009 £’000

Total

Movement in the allowance for doubtful debts At 31 May Provision in the year

(10,016)

(7,023)

(4,044)

(5,399)

Amounts written off as uncollectible

2,200

990

Amounts recovered during the year

3,794

2,534

Foreign exchange translation differences At 30 April

140

(1,118)

(7,926)

(10,016)

The carrying amounts of the Group’s accounts receivables are originated from the following geographic regions: 2010 £’000

2009 £’000

UK & Ireland

26,541

26,146

CEMEA

19,814

23,390

Asia Pacific

19,202

11,138

The Americas

6,762

4,877

72,319

65,551

The concentration of credit risk is limited due to the customer base being large, unrelated and internationally dispersed. Accordingly, the Directors believe that there is no further credit provision required in excess of the allowance for doubtful debts. The current year decrease in the allowance for doubtful debts is a result of improved processes around debt collection and monitoring that have been initiated during the period. Ageing of impaired accounts receivables

2010 £’000

Up to 3 months

(163)

3 to 6 months

(165)

(300)

Over 6 months

(7,598)

(9,557)

Total

(7,926)

(10,016)

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.

66

DTZ Holdings plc Annual Report and Accounts 2010

2009 £’000

(159)


19. Trade and other payables 2010 £’000

Group 2009 £’000

1,907

1,917

48,112

17

2010 £’000

Company 2009 £’000

Current Other loans Amounts payable to subsidiaries Taxation and social security Trade creditors, accruals and deferred income

13,528

12,070

14

100,338

88,763

5,183

5,549

115,773

102,750

53,295

5,580

16,893

14,493

3,430

3,219

900

900

16,893

14,493

4,330

4,119

Non-current Trade creditors, accruals and deferred income Amount payable to subsidiaries

Trade and other payables are non-interest bearing. The Directors consider that the carrying value of all financial liabilities approximates to their fair value.

20. Provisions Current Group At 1 May 2008 Profit and loss charge Transfer from creditors Transfer from non-current provision Utilised Foreign currency translation differences At 1 May 2009 Profit and loss charge Reduction in provision Transfer from non-current provision Utilised Foreign currency translation differences At 30 April 2010

Deferred consideration £’000

Accommodation provision £’000

Restructuring provision £’000

Total £’000

5,330 – 487 1,464 (4,796) (120) 2,365 95 (316) 1,209 (1,724) 296 1,925

407 250 – – – – 657 (358) – 1,796 (1,079) – 1,016

– 7,610 – – – – 7,610 11,128 – – (14,227) (24) 4,487

5,737 7,860 487 1,464 (4,796) (120) 10,632 10,865 (316) 3,005 (17,030) 272 7,428

At 1 May 2008

1,417

1,417

Utilised

(1,417)

(1,417)

At 1 May 2009

At 30 April 2010

Company

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67


Financial Statements continued

Notes to the Financial Statements continued

20. Provisions continued Non-current

Deferred consideration £’000

Accommodation provision £’000

Restructuring provision £’000

Total £’000

Group At 1 May 2008 Profit and loss charge Transfer from creditors

3,213

239

3,452

202

2,909

3,111

243

243

Transfer to current provision

(1,464)

(1,464)

Utilised

(1,204)

(1,204)

219

219

1,209

3,148

4,357

Foreign currency translation differences At 1 May 2009 Profit and loss charge

3,350

264

3,614

(1,209)

(1,796)

(3,005)

4,702

264

4,966

At 1 May 2009

At 30 April 2010

Transfer to current provision At 30 April 2010 Company

The opening deferred consideration balance relates to the prior year acquisitions of DTZ Barnicke, Donaldsons LLP, Harlow Property Consultants and Harlow Property Management. Accommodation provisions represent provisions for onerous leases, in accordance with the requirements of IAS 37 ‘Provisions, contingent liabilities and contingent assets’. Restructuring provisions represent the costs of restructuring that were announced prior to 30 April 2010.

21. Bank loans and overdrafts 2010 £’000

Group 2009 £’000

2010 £’000

Company 2009 £’000

Current Bank loans Bank overdrafts

441

328

441

328

97,680

88,247

97,680

88,247

97,680

88,247

97,680

88,247

Non-current Bank loans

Amount due for settlement within 12 months Amount due for settlement after 12 months

441

328

97,680

88,247

97,680

88,247

98,121

88,575

97,680

88,247

During the year the other principal features of the Group’s borrowings were as follows: RBS facility On 21 July 2009, the Company entered into an amendment agreement with The Royal Bank of Scotland to effect certain changes to the terms of the outstanding facilities at 30 April 2009. Under the agreement on 26 August 2009, the loan tranches denominated in US dollars and Canadian dollars were converted into sterling loans.

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DTZ Holdings plc Annual Report and Accounts 2010


The table below provides a comparison of the facilities as at 30 April 2010 and 30 April 2009.

Key terms

Facilities as at 30 April 2010

Facilities as at 30 April 2009

Interest margin (pa): To 31 July 2011

1.75%

1.75%

1 August 2011 to 31 July 2012

2.50%

1.75%

1 August 2012 to 31 July 2013

3.00%

1.75%

1 August 2013 onwards

3.50%

Zero coupon tranche (£’000)

20,000(1)

15,000

Term loan – sterling tranche (£’000)

54,744

15,000

Term loan – US dollar tranche (US$’000)

35,000

Term loan – HK dollar tranche (HK$’000)

152,502

152,502

21,200

Term loan – Canadian dollar tranche (CA$’000) Revolving credit facility (£’000)

15,000(2)

15,000

Repayment terms (£’000): –

1 – 2 years

Within 1 year

5,000

5,000

2 – 3 years

15,000

70,747

3 – 4 years

17,500

4 – 5 years

50,117

15,000

After 5 years (1)

(2)

The zero coupon tranche was increased to £20,000,000 on 21 July 2009. It is further increased by £1 for each £1 drawn under the mezzanine facility between £10,000,000 and £15,000,000 and the sterling interest loan or debt is reduced likewise. For example, if £15,000,000 is drawn under the mezzanine facility, then the zero coupon tranche will increase to £25,000,000 and the sterling debt will be reduced by an additional £5,000,000. The revolving credit facility expires on 31 January 2012 and any amounts drawn down on this facility are repayable on that date. At 30 April 2010 and 2009 there were no amounts drawn on this facility.

All facilities are secured on certain current and non-current assets of the Group. SGP facility On 21 July 2009, the Company entered into an agreement with SAS Saint George Participations (‘SGP’) for a mezzanine facility of up to £15,000,000. On 21 July 2009, £10,000,000 of this facility was drawn by the Company and £5,000,000 remains available to the Company on demand in tranches of no less than £500,000 up until 20 July 2012. The mezzanine loan is denominated in Euro. It attracts cash interest at EURIBOR +4.0% and a pay-in-kind (PIK) coupon of EURIBOR +7.0% which rolls up and is paid on redemption of the mezzanine loan on or before 20 July 2012. At the Company’s sole discretion, the mezzanine loan, plus unpaid interest, can be redeemed by issuing shares to SGP at 27.0 pence or the then share price, whichever is the lower. Weighted average interest The weighted average interest rates paid during the year were as follows: 2010 £’000

2009 £’000

Bank overdrafts

2.37%

3.23%

Bank loans

4.50%

4.40%

Available committed bank facilities At 30 April 2010, the Group has available undrawn facilities of £15,000,000 (2009: £15,000,000) under the revolving credit facility, and £5,000,000 available under the SGP facility (2009: £nil), all other term loans are fully drawn. In addition, the Group has available local overdraft facilities of £513,000 (2009: £1,778,000).

22. Financial instruments The Group manages its capital to ensure the Group will be able to continue as a going concern while maximising the return to stakeholders through optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 21, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in Consolidated and Company Statement of changes in equity. Significant accounting policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.

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69


Financial Statements continued

Notes to the Financial Statements continued

22. Financial instruments continued Categories of financial instruments 2010 £’000

Carrying value 2009 £’000

403

929

Financial assets Held-to-maturity investments Other investments – financial assets Loans and receivables (including cash and cash equivalents) Trade and other receivables (non-current) Trade and other receivables (current) Cash and cash equivalents

35

43

90,056

91,128

50,647

37,765

140,738

128,936

Financial liabilities Derivative instruments in designated hedge accounting relationships US$ interest rate swap(1) Sterling interest rate swap(1)

(1,073)

(3,430)

(2,136)

(3,430)

(3,209)

Amortised cost Bank loans and overdrafts (current) Bank loans and overdrafts (non-current) (1)

(441)

(328)

(97,680)

(88,247)

(98,121)

(88,575)

Included within Trade and other payables.

All the derivative instruments held by the Group (categorised as either FVTL or derivative instruments in designated hedge accounting relationships) are classified as Level 2 as defined in accordance with IFRS 7. Financial risk management objectives The Group has formal financial risk management policies which cover those financial risks which are considered material to the Group’s operations and results. These policies and limits are reviewed annually and to ensure compliance, appropriate delegated authorities have been set together with reporting procedures. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. Foreign currency risk management The Group publishes its results in sterling but has a number of overseas businesses operating in foreign currencies. The Group does not hedge the foreign exchange risks arising from the translation of overseas business results into sterling but will, within limits agreed by the Board, hedge against committed transaction foreign currency exposures and the translation exposure of foreign currency denominated assets and liabilities. The net amount of monetary assets and liabilities and the carrying value of financial liabilities at 30 April 2010 and 30 April 2009 denominated in currencies other than the functional currencies of the operations involved were not significant. The net cash and cash equivalents disclosed on the consolidated statement of financial position is comprised of the following currencies:

Bank loans £’000

April 2010 Net cash and cash equivalents £’000

Cash and cash equivalents £’000

Bank overdrafts £’000

Bank loans £’000

April 2009 Net cash and cash equivalents £’000

(10,063)

3,612

11,944

11,944

7,458

3,916

3,916

12,565

(74,744)

(62,179)

11,317

(39,199)

(27,882) (12,426)

Cash and cash equivalents £’000

Bank overdrafts £’000

13,675 7,458

Euro Chinese Yuan Sterling

911

(12,873)

(11,962)

943

(13,369)

6,336

6,336

5,749

5,749

216

216

210

(23,780)

(23,570)

Canadian$

1,106

1,106

(493)

(11,899)

(12,392)

Australian$

1,756

1,756

469

469

Others

6,624

(441)

6,183

3,710

(328)

3,382

50,647

(441)

(97,680)

(47,474)

37,765

(328)

(88,247)

(50,810)

Hong Kong$ Singapore$ US$

At 30 April 2010, if the Euro had weakened/ strengthened by 10% against sterling with all other variables held constant, post-tax profit for the year would have been £1,418,000 lower/ £1,734,000 higher (2009: £1,343,000 lower/ £1,642,000 higher). Net assets would have been £1,418,000 lower/ £1,734,000 higher (2009: £1,343,000 lower/ £1,642,000 higher). 70

DTZ Holdings plc Annual Report and Accounts 2010


At 30 April 2010, if the Singapore $ had weakened/ strengthened by 10% against sterling with all other variables held constant post-tax profit for the year would have been £330,000 lower/ £404,000 higher (2009: £177,000 lower/ £216,000 higher). Net assets would have been £330,000 lower/ £404,000 higher (2009: £177,000 lower/ £216,000 higher). Interest rate risk management The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group maintaining an appropriate mix between fixed and floating rate borrowings and by the use of interest rate swap contracts. The Group’s guideline is that no more than 50% of net interest rate exposures on debt (net of any working capital balances) should be at floating rates. If interest rates had been 1% higher/ lower and all other variables were held constant, the Group’s profit for the year ended 30 April 2010 would decrease/ increase by £517,000 (2009: decrease/ increase by £519,000). The Group’s exposure to interest rates on financial assets and liabilities are detailed in the liquidity risk management section of this note. Interest rate swap contracts Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing interest rates on the fair value of issued fixed rate debt held and the cash flow exposures on the issued variable rate held. The interest rate swaps settle on a quarterly basis. The floating rate on the interest rate swap is 3 month LIBOR. The Group will settle the difference between the fixed and floating interest rate on a net basis. All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges in order to reduce the Group’s cash flow exposure resulting from variable interest rates on borrowings. The Group has the following interest rate swap contracts outstanding: 30 April 2010

Sterling interest rate swap

Nominal amount

Estimated liability

Amortising interest rate swap (£’000)

21,000

1,572

5,000 –

Adjusting interest rate swap (£’000)

30 April 2009

Maturity Date

Nominal amount

Estimated liability

Maturity Date

20 May 2013

27,000

2,136

1 May 2013

1,858

31 July 2014

17,500

1,579

9 May 2011

US dollar interest rate swap Interest rate swap (US$’000)

During the year the US$17,500,000 interest rate swap was closed out and modified to become a £5,000,000 sterling denominated adjusting interest rate swap with an extended maturity date. Due to these changes the original hedge was deemed to be ineffective and £900,000 was released from the hedging reserve to the income statement, in addition costs of £200,000 were embedded into the new swap. During the year, the £27,000,000 amortising interest rate swap was also modified by extending the maturity date, and changing the interest roll date during the month. Due to these changes the original hedge was deemed to be ineffective and £1,858,000 was released from the hedging reserve to the income statement. From 18 August 2009, the two new interest rate swaps have been designated and deemed 100% effective as cash flow hedges allowing their fair value to be deferred in equity. At 30 April 2010, the fair value charge deferred in equity for the interest rate swap was £472,000 (2009: £2,175,000). Credit risk management The Group’s principal financial assets are bank balances and cash, trade and other receivables and investments. The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event, which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. Liquidity risk management The Group maintains a debt to capital ratio that has flexibility to allow it to meet its strategic objectives. In addition, policies have been set on borrowing levels to net cash requirements and covenants of financing sources to be used. The Group’s requirements are reviewed annually or more often if the need arises. Included in note 21 is a description of additional undrawn facilities that the Group has at its disposal to further reduce liquidity risk. 30 April 2010 Over 5 years £’000

30 April 2009 Over 5 years £’000

Less than 1 year £’000

Between 1 and 2 years £’000

Between 2 and 5 years £’000

Bank loans and overdrafts

(441)

(5,000)

(92,680)

(328)

(5,000)

(83,247)

Trade and other payables

(115,773)

(971)

(6,701)

(9,221)

(102,750)

(971)

(2,652)

(10,869)

(116,214)

(5,971)

(99,381)

(9,221)

(103,078)

(5,971)

(85,899)

(10,869)

Less than 1 year £’000

Between 1 and 2 years £’000

Between 2 and 5 years £’000

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Financial Statements continued

Notes to the Financial Statements continued

23. Convertible loan notes The convertible loan notes were issued in connection with the acquisition of Donaldsons LLP on 10 July 2007 at an issue price of £5.44 per note. The liability component was converted on 12 May 2009. The net proceeds received from issue of the convertible loan notes have been allocated between the liability element and an equity component, representing the fair value of the option to cover the liability into equity of the Group as follows: £’000

Proceeds of issue of convertible loan notes Equity component: 985

At 30 April 2009

46

Interest charged Equity component at 30 April 2010

1,031

Liability component: At 30 April 2009

10,914 –

Interest charged

(10,914)

Liability converted into shares Liability component at 30 April 2010

The equity component of £1,031,000 has been credited to the equity reserve.

24. Called-up share capital Number

£’000

Authorised ordinary shares of 5 pence 30 April 2009

390,000,000

19,500

30 April 2010

390,000,000

19,500

59,409,528

2,970

Allotted and fully paid ordinary shares of 5 pence: At 1 May 2008 Shares issued for cash in exchange for options exercised Shares issued in connection with acquisition of a subsidiary

15,000

1

592,227

29

Shares issued for cash

180,202,215

9,011

At 1 May 2009

240,218,970

12,011

Shares issued in connection with acquisition of a subsidiary At 30 April 2010

25,158,110

1,258

265,377,080

13,269

Total market value for the shares issued in exchange for options exercised was £nil (2009: £15,000). Total market value for shares issued in connection with the acquisition of a subsidiary was £11,795,000 (2009: £232,000). Number

Ordinary shares of 5 pence each Non-voting convertible B shares of 5 pence each Total shares

2010

2009

265,377,080

232,935,013

7,283,957

265,377,080

240,218,970

The non-voting B shares were converted to 7,283,957 ordinary shares on 16 December 2009. The non-voting B shares carried the same rights as the ordinary shares (including as to dividends) save that the non-voting B shares were not be entitled to vote at any shareholder general meeting. The non-voting B shares were convertible with the agreement of the majority of the Board or if it was required to maintain the SAS Saint George Participations (‘SGP’) investors aggregate holding at 50.01% on a fully diluted basis.

72

DTZ Holdings plc Annual Report and Accounts 2010


The DTZ Holdings plc 1997 Company Share Option Plan (‘the 1997 COSOP’) The purpose of the 1997 COSOP is to give certain senior employees of the Group the opportunity to acquire shares in the Company on favourable terms. Under the 1997 COSOP, options over ordinary shares outstanding as at 30 April 2010 were 507,611 (2009: 643,724). Number of shares 30 April 2010

Number of shares 30 April 2009

Option period

Exercise price

30 June 1999

30 June 2002 to 29 June 2009

126.5p

10,000

6 July 2000

6 July 2003 to 5 July 2010

161.5p

15,000

20,000

31 July 2000

31 July 2003 to 30 July 2010

158.0p

10,000

10,000

13 July 2001

13 July 2004 to 12 July 2011

162.5p

10,000

10,000

18 July 2002

18 July 2006 to 17 July 2012

108.5p

15,000

15,000

11 July 2003

11 July 2007 to 10 July 2013

89.5p

15,000

25,000

23 January 2004

23 January 2007 to 22 January 2014

135.0p

6,125

6,125

16 July 2004

16 July 2007 to 15 July 2014

165.5p

65,000

106,252

16 July 2004

16 July 2007 to 15 July 2011

165.5p

1,874

26 January 2005

26 January 2008 to 25 January 2015

214.5p

13,986

13,986

7 July 2005

7 July 2008 to 6 July 2015

229.5p

224,355

261,054

7 July 2005

7 July 2008 to 6 July 2012

229.5p

48,145

53,946

19 January 2006

19 January 2009 to 18 January 2016

468.0p

6,410

19 January 2006

19 January 2009 to 18 January 2013

468.0p

40,000

45,000

18 July 2006

18 July 2009 to 17 July 2016

650.0p

43,378

57,455

18 July 2006

18 July 2009 to 17 July 2013

650.0p

1,622

1,622

507,611

643,724

Number of shares

2010 Weighted average exercise price

Number of shares

2009 Weighted average exercise price

Reconciliation of option movements over the year to 30 April 2010 is shown below:

Outstanding at 1 May

643,724

261.0

719,724

256.4

(136,113)

242.8

(76,000)

217.2

Outstanding at 30 April

507,611

263.4

643,724

261.0

Exercisable at 30 April

507,611

Forfeited/expired Exercised

218,237

The exercise of share options under the 1997 COSOP is subject to earnings per share performance targets. Fair value of options at grant dates were: Grant date

Fair value (p)

11 July 2003

14.7

23 January 2004

29.6

16 July 2004

39.1

26 January 2005

52.2

7 July 2005

52.1

19 January 2006

134.0

18 July 2006

197.6

Following the AGM on 7 September 2006, the above scheme was replaced by the DTZ Holdings plc 2006 Company Share Option Plan and no further options will be granted under the 1997 COSOP.

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73


Financial Statements continued

Notes to the Financial Statements continued

24. Called-up share capital continued The DTZ Holdings plc 2006 Company Share Option Plan (‘the 2006 COSOP’) The purpose of the 2006 COSOP is to give certain senior employees of the Group the opportunity to acquire shares in the Company on favourable terms. Under the 2006 COSOP, options over ordinary shares outstanding as at 30 April 2010 are 4,877,691 (2009: 2,369,415). Number of shares 30 April 2010

Number of shares 30 April 2009

Option period

Exercise price

22 January 2007

22 July 2010 to 21 July 2017

725.0p

2,758

30 January 2007

30 July 2010 to 29 July 2017

690.5p

42,525

47,250

5 January 2010 to 4 January 2017

522.5p

16,000

25,827

11 April 2010 to 10 October 2017

445.8p

6,730

4 January 2011 to 3 January 2018

235.0p

65,000

140,000

10 July 2011 to 9 July 2018

163.0p

190,000

295,000

16 January 2012 to 15 January 2019

27.0p

1,851,850

1,851,850

23 July 2012 to 22 July 2022

44.0p

2,613,634

15 January 2013 to 14 January 2023

76.0p

98,682

4,877,691

2,369,415

2010 Weighted average exercise price

Number of shares

2009 Weighted average exercise price

2,369,415

76.9

86,565

614.6

(204,040)

235.9

(9,000)

322.8

Granted

2,712,316

45.2

2,291,850

173.9

Outstanding at 30 April

4,877,691

52.6

2,369,415

76.9

5 July 2007 11 October 2007 4 January 2008 10 July 2008 16 January 2009 23 July 2009 15 January 2010

Reconciliation of option movements over the year to 30 April 2010 is shown below:

Number of shares

Outstanding at 1 May Forfeited/expired

Exercisable at 30 April

The exercise of share options under the 2006 COSOP is subject to earnings per share performance targets. Fair value of options at grant dates are: Grant date

Fair value (p)

22 January 2007

226.5

30 January 2007

215.1

5 July 2007

170.1

11 October 2007

133.3

4 January 2008

50.8

10 July 2008

44.9

16 January 2009

9.1

23 July 2009

24.3

15 January 2010

42.9

Fair value of options Options for the 1997 COSOP and 2006 COSOP were valued at fair value using the Black-Scholes model. The key assumptions used in the calculations were as follows: • Risk-free rate: 3.4% – 5.2% pa depending on grant date and expected life • Volatility: 29.6% – 54.0% pa depending on grant date • Performance criteria: All vest after three years • The expected volatility is based on historical volatility

74

DTZ Holdings plc Annual Report and Accounts 2010


The DTZ Holdings plc 2006 Co-investment and Long Term Incentive Plans Full details of the Co-investment Plan and Long Term Incentive Plan are included in the Directors’ remuneration report on pages 30 to 38. The Co-investment Plan is available to a Group of approximately nil (2009: one) Senior Executives including the Executive Directors. The maximum number of shares awarded in 2010 is nil (2009: 6,135) and no shares have vested. The fair value of the shares under the plan is based on the market price of the Company’s ordinary shares at the date of the award. Awards made under this Co-investment Plan are classified as equity settled. The expense recognised in respect of these awards was £nil (2009: £1,000). During the year, one (2009: five) Senior Executive (including the Executive Directors) were granted a conditional award of shares under the Long Term Incentive Plan. The number of shares awarded in respect of 2010 was 200,000 (2009: 210,000). The fair value of the shares under the Long Term Incentive Plan is based on the market price of the Company’s ordinary shares at the date of the award. All performance criteria are expected to be met. Awards made under this Scheme are classified as equity settled. The expense recognised in respect of these awards was £23,000 (2009: £34,000).

25. Financial commitments

Capital commitments contracted for but not provided in the financial statements

2010 £’000

Group 2009 £’000

2010 £’000

Company 2009 £’000

103

1,086

The Company, together with other companies within the Group, has given guarantees to the Group’s bankers in respect of amounts advanced to the Group under its banking facilities. No losses are expected to arise with respect to these guarantees.

26. Operating lease commitments 2010 Land and buildings £’000

2009

Other £’000

Land and buildings £’000

Other £’000

Non-cancellable operating leases are payable as follows: Within one year

19,887

6,018

21,844

7,108

Within two to five years

50,219

6,196

51,370

8,127

After five years

74,959

82,767

198

Operating lease commitments for land and buildings represent the Group’s total lease liability to the end of each of the leases. Whilst a number of the leases contain several break clauses, it is not the Group’s current intention to exercise these clauses, and therefore the full cost, before minority interests, has been disclosed.

27. Retirement benefit obligations Within the UK the Group operates two occupational pension schemes, one of which (the DTZ 2002 Retirement Plan) provides benefits based on final pensionable salary and is closed to new entrants, and the second being a defined contribution scheme. In addition the Group operates a personal pension plan open to employees not covered by the other two schemes. The assets of all the pension schemes are held separately from those of the Group. Provision is also made for the capitalised value of future pensions payable to certain former partners and surviving spouses of the Bernard Thorpe partnership (‘Bernard Thorpe Annuitants’). Actuarial gains and losses are recognised in full in the period in which they occur. The Group has adopted the revised version of IAS19 (Employee Benefits) published in December 2004. As permitted by the revised standard, actuarial gains and losses are recognised outside profit or loss and presented in the statement of recognised income and expense. The liability recognised in the balance sheet represents the present value of the defined benefit obligation, as reduced by the fair value of assets. The cost of providing benefits is determined using the projected unit credit method. DTZ 2002 Retirement Plan (‘2002 Plan’) The results of the formal actuarial valuation as at 30 April 2008 were updated to the accounting date by an independent qualified actuary in accordance with the IAS19. As required by IAS19, the value of the defined benefit obligation and current service cost has been measured using the projected unit credit method. The expected rate of return on assets for the financial year ended 30 April 2010 was 6.4% pa (2009: 6.5% pa). This rate is derived by taking the weighted average of the long-term expected rate of return on each of the asset classes that the 2002 Plan was invested in at 30 April 2009. The estimated amount of total employer contributions expected to be paid to the 2002 Plan during 2011 is £1,050,000 (2010 actual: £1,000,000).

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Financial Statements continued

Notes to the Financial Statements continued

27. Retirement benefit obligations continued The following table sets out the key IAS19 assumptions used: 30 April 2010

30 April 2009

30 April 2008

30 April 2007

30 April 2006

Retail price inflation

3.6% pa

3.3% pa

3.6% pa

3.0% pa

3.0% pa

Discount rate

5.5% pa

6.7% pa

6.2% pa

5.5% pa

5.2% pa

5% or inflation

3.5% pa

3.2% pa

3.5% pa

3.0% pa

3.0% pa

2.5% or inflation

2.3% pa

2.3% pa

2.3% pa

2.2% pa

2.2% pa

n/a

3.3% pa

3.6% pa

3.0% pa

3.0% pa

27.3 yrs

27.1 yrs

26.8 yrs

26.7 yrs

26.6 yrs

Assumptions

Pension increases in payment:

General salary increases Life expectancy of male aged 60 at balance sheet date

The amount included in the balance sheet arising from the Group’s obligations in respect of the 2002 Plan is as follows: 30 April 2010 £’000

Present value of defined benefit obligation Fair value of assets Liability recognised in the balance sheet

30 April 2009 £’000

30 April 2008 £’000

30 April 2007 £’000

2002 Plan 30 April 2006 £’000

56,500

43,100

47,900

47,800

49,400

(48,800)

(39,200)

(46,800)

(46,100)

(43,500)

7,700

3,900

1,100

1,700

5,900

In addition the amount included in the balance sheet arising from the Group’s obligations in respect of the capitalised value of future pensions payable to the Bernard Thorpe Annuitants is as follows:

Present value of defined benefit obligation

30 April 2009 £’000

30 April 2008 £’000

2,500

2,100

2,500

2,800

2,500

2,100

2,500

2,800

3,100

Fair value of assets Liability recognised in the balance sheet

Bernard Thorpe Annuitants 30 April 30 April 2007 2006 £’000 £’000

30 April 2010 £’000

3,100

The amounts recognised within finance income in the profit and loss are as follows: 2010 £’000

2002 Plan 2009 £’000

Employer’s part of current service cost

100

300

Curtailment loss

100

2,800

2,900

100

100

(2,500)

(3,000)

500

200

100

100

2010 £’000

2002 Plan 2009 £’000

43,100

47,900

2,100

100

300

2,800

2,900

100

100

Interest cost Expected return on assets Total expense included in profit and loss

Bernard Thorpe Annuitants 2010 2009 £’000 £’000

A reconciliation of the present value of the defined benefit obligation is as follows:

Opening defined benefit obligation Employer’s part of current service cost Interest cost

Bernard Thorpe Annuitants 2010 2009 £’000 £’000

2,400

100

Actuarial loss/ (gains)

12,000

(6,500)

500

(200)

Benefits paid

(1,600)

(1,600)

(200)

(200)

100

56,500

43,100

2,500

2,100

Contributions from members

Curtailment loss Closing defined benefit obligation

76

DTZ Holdings plc Annual Report and Accounts 2010


A reconciliation of the fair value of the assets is as follows:

Opening fair value of the assets

2010 £’000

2002 Plan 2009 £’000

Bernard Thorpe Annuitants 2010 2009 £’000 £’000

39,200

46,800

Expected return on assets

2,500

3,000

Actuarial gains/ (losses)

7,700

(9,900)

Contributions by the employer

1,000

800

100

Benefits paid

(1,600)

(1,600)

Closing fair value of assets

48,800

39,200

Contributions by members

The actual return on the 2002 Plan’s assets over the year was a gain of £10,200,000 (2009: loss of £6,900,000). The amount recognised outside profit and loss in other comprehensive income for the 2002 Plan is a loss of £4,300,000 (2009: loss of £3,400,000). This is the sum of actuarial gains and losses on the defined benefit obligation and the assets. The figure for the Bernard Thorpe Annuitants is a loss of £500,000 (2009: gain of £200,000). The allocation of the 2002 Plan’s assets is as follows: 30 April 2010

30 April 2009

30 April 2008

30 April 2006

30 April 2007

Equity instruments

34%

31%

41%

53%

Debt, cash and other instruments

66%

69%

59%

47%

41%

100%

100%

100%

100%

100%

30 April 2010 £’000

Present value of defined benefit obligation Fair value of assets Deficit

43,100

47,900

47,800

49,400

(39,200)

(46,800)

(46,100)

(43,500)

7,700

3,900

1,100

1,700

5,900

Deficit

2008 £’000

Amount of (gain)/ loss

(7,700)

9,900

1,800

Percentage of assets

(16%)

25%

Amount of (gain)/ loss

(1,100)

Percentage of the present value of the liabilities

(3%)

2007 £’000

2002 Plan 30 April 2006 £’000

30 April 2007 £’000

56,500

Fair value of assets

2009 £’000

30 April 2008 £’000

(48,800)

Present value of defined benefit obligation

2010 £’000

30 April 2009 £’000

59%

2002 Plan 2006 £’000

Bernard Thorpe Annuitants 30 April 30 April 30 April 2008 2007 2006 £’000 £’000 £’000

30 April 2010 £’000

30 April 2009 £’000

2,500

2,100

2,500

2,800

2,500

2,100

2,500

2,800

3,100

2010 £’000

2009 £’000

Bernard Thorpe Annuitants 2008 2007 2006 £’000 £’000 £’000

3,100

Experience adjustments on assets: (600)

(5,700)

(1%)

(13%)

100

(100)

(300)

(200)

(5%)

(13%)

(7%)

4%

Experience adjustments on liabilities: 4%

In accordance with the transitional provisions for the amendments to IAS19 in December 2004, the disclosures above are determined prospectively from the 2005 reporting period. In addition to the UK defined benefit scheme, the Group makes defined contributions to both UK and overseas company and statutory pension schemes. Total pension contributions to defined contribution schemes were £5,428,000 (2009: £12,035,000).

www.dtz.com

77


Financial Statements continued

Notes to the Financial Statements continued

28. Additional information on principal subsidiaries, joint ventures and associated undertakings Nature of business

Equity held % (ordinary shares)

Principal countries of operation

Principal subsidiaries Incorporated in Great Britain DTZ Debenham Tie Leung Limited

Property advisers

100*

UK

DTZ International Limited

Holding company

100*

Global

DTZ Corporate Finance Limited

Property advisers

100*

UK

DTZ Management Services Limited

Property advisers

100*

UK

DTZ Insurance Services Limited

Property advisers

100*

UK

DTZ Investment Management Limited

Property advisers

100*

UK

Financiere DTZ Jean Thouard SA

Property advisers

100

France

Asset Management France SA

Property advisers

100

France

DTZ Eurexi SA

Property advisers

84.84

France

Asset Management Europe SAS

Property advisers

79.98

France

DTZ Interface IDF Sud Quest SARL

Property advisers

69.80

France

Property advisers

100

Germany

DTZ Central and Eastern Europe BV

Property advisers

100

Eastern Europe

Fronton BV

Property advisers

100

The Netherlands

Zadelhoff Participaties BV

Property advisers

70

The Netherlands

Property advisers

100

Italy

Property advisers

100

Belgium and Luxembourg

Property advisers

100

Spain

Property advisers

100

Australia

DTZ Pacific Holdings Limited

Holding company

100

Hong Kong and China

DTZ Japan Limited

Property advisers

70

Japan

EuroAsia Properties Limited

Property advisers

70

Japan

Edmund Tie & Company Holdings Pte Ltd

Holding company

51**

Singapore

DTZ Debenham Tie Leung SEA Pte Ltd

Property advisers

51**

Singapore

Incorporated in France

Incorporated in Germany DTZ Deutschland Holding GmbH Incorporated in The Netherlands

Incorporated in Italy DTZ Italia Spa Incorporated in Belgium DTZ Belux Group SA Incorporated in Spain DTZ Iberica Asesores Immobiliarios Internacionales SA Incorporated in Australia DTZ Australia Pty Limited Incorporated in the British Virgin Islands

Incorporated in Singapore

Incorporated in India DTZ International Property Advisers Private Limited

Property advisers

100

India

Incorporated in Thailand DTZ Debenham Tie Leung (Thailand) Co Ltd

Property advisers

51**

Thailand

Incorporated in China DTZ Debenham Tie Leung Property Management (Beijing) Limited

Property advisers

98.21

China

Property advisers

100

USA

Property advisers

100

Bahrain

Incorporated in USA DTZ Debenham Tie Leung Inc Incorporated in Bahrain DTZ Bahrain WLL

78

DTZ Holdings plc Annual Report and Accounts 2010


Nature of business

Equity held % (ordinary shares)

Principal countries of operation

Property advisers

100

Hong Kong

DTZ Barnicke Limited

Property advisers

100

Canada

DTZ Barnicke Quebec Ltee

Property advisers

100

Canada

Property advisers

100

Sweden

Principal subsidiaries continued Incorporated in Hong Kong DTZ Debenham Tie Leung Limited Incorporated in Canada

Incorporated in Sweden DTZ Sweden AB Joint Ventures Incorporated in Great Britain Buying Force Limited

Service procurement

50**

UK

Property advisers

20**

Republic of Ireland

DTZ Australia (WA) Pty Limited

Property advisers

20***

Australia

DTZ Australia (Gold Coast) Pty Limited

Property advisers

25***

Australia

Property advisers

40

Associated undertakings Incorporated in the Republic of Ireland DTZ Sherry FitzGerald Limited Incorporated in Australia

Incorporated in Qatar DTZ Qatar WLL

Qatar

* Owned by parent. ** Year end 31 December. *** Year end 30 June.

The above information includes the principal subsidiaries of the Group. All the UK Group subsidiaries will submit annual returns to the Registrar of Companies as required by the Companies Act 2006.

29. Related party transactions The Group provided advisory services for total fees of £2,608,000 (30 April 2009: £497,000) and made payments for service provided of £104,000 (30 April 2009: £36,000) to/ from companies connected to Non-Executive Directors of DTZ Holdings plc. In the prior year two subsidiary companies leased an office at an annual rent of £120,000 from a company controlled by a Director of the subsidiary company. A subsidiary company pays an annual software user licence fee of £38,000 (30 April 2009: £41,000), on an arm’s length basis, to a company controlled and owned by two of the Directors of the subsidiary company. As at 30 April 2010, the Group had outstanding loans to certain joint venture and associated companies in the sum of £138,000 (30 April 2009: £3,683,000). All of these loans are on commercial terms. As at 30 April 2010, the Group had an outstanding loan of £1,132,000 (30 April 2009: £nil) with a company connected to Non-Executive Directors of DTZ Holdings plc. This loan is on commercial terms. As at 30 April 2010, the Group had £10,063,000 of loans payable to our largest shareholder SGP (30 April 2009: £nil). This loan is described in note 21. Interest in connection to this loan amounted to £341,000 (30 April 2009: £nil), and a further £13,000 was paid during the period as a management fee (30 April 2009: £nil). A subsidiary company leases a residential building for £58,000 (30 April 2009: £nil) from a company controlled by a Director of the subsidiary company.

30. Share price The mid-market price of the shares at 1 May 2009 and 30 April 2010 was 44.5 pence and 70.0 pence respectively. The share price during the year ranged from 40.0 pence to 115.0 pence.

31. Subsequent events On 13 July 2010, the Group announced its intention to purchase the remaining 20 per cent of Asset Management Europe SAS (‘AME’) which it does not already own. The Group already has control of AME. Asset Management is a key business for DTZ and an area that has been highlighted as a growth priority by the Board. If the proposed acquisition is approved by DTZ’s shareholders, AME will become a wholly owned subsidiary of the Group.

www.dtz.com

79


Five Year Record Years ended 30 April

The additional information consisting of the five year record, the shareholder analysis and financial calendar has been prepared from the accounting records of the Company. Whilst it does not form part of the statutory financial statements, it should be read in conjunction with them and the responsibilities section of the Auditors’ Report thereon.

Revenue

2006 £’000

2007 £’000

2008 £’000

2009 £’000

2010 £’000

232,369

310,262

446,309

364,072

355,951

Operating profit/ (loss) before exceptional items

23,184

32,151

16,395

(32,983)

6,532

Profit/ (loss) on ordinary activities before taxation and exceptional items

29,661

37,961

20,613

(35,097)

3,613

3,834

(15,052)

(44,593)

(26,531)

Exceptional items Profit/ (loss) on ordinary activities before taxation

29,661

41,795

5,561

(79,690)

(22,918)

Profit/ (loss) on ordinary activities after taxation

20,201

28,735

(274)

(86,906)

(23,439)

Basic earnings/ (loss) per ordinary share

37.87p

49.38p

(7.65)p

(82.75)p

(9.60)p

Basic earnings/ (loss) per ordinary share before exceptional items

37.87p

44.35p

17.56p

(40.29)p

0.74p

Dividends per ordinary share (net): Interim

2.75p

3.50p

3.50p

Final

7.00p

8.00p

3.00p

643.0p

596.0p

215.0p

Year end share price

43.5p

– – 70.0p

178,635

287,875

386,753

316,877

318,805

Net assets

65,542

112,109

117,579

75,146

59,904

Earnings before interest, taxation, depreciation and amortisation before exceptional items (‘adjusted EBITDA’)

31,951

41,775

30,204

(21,768)

16,411

Earnings before interest, taxation, depreciation and amortisation (‘EBITDA’)

31,951

45,609

15,152

(66,361)

(3,191)

Net cash/ (debt)

30,357

23,997

(33,693)

(50,810)

(47,474)

2006 £’000

2007 £’000

2008 £’000

2009 £’000

2010 £’000

Total assets

Analysis of earnings before interest, tax, depreciation and amortisation.

Profit/ (loss) on ordinary activities before taxation

29,661

41,795

5,561

(79,690)

(22,918)

Net finance expense/ (income)

(289)

763

2,478

4,958

12,104

Depreciation and amortisation

2,579

3,051

7,113

8,371

7,623

31,951

45,609

15,152

(66,361)

(3,191)

EBITDA Exceptional items

(3,834)

15,052

44,593

19,602

Adjusted EBITDA

31,951

41,775

30,204

(21,768)

16,411

The figures above have been extracted from the audited financial statements for those years.

80

DTZ Holdings plc Annual Report & Accounts 2010


Shareholder Analysis As at 30 April 2010

Shareholders by size of holding

1–500

Number of holdings

%

Balance as at 30 April 2010

%

1,019

41.56

218,697

0.08

501–1,000

307

12.52

232,672

0.09

1,001–5,000

555

22.63

1,416,675

0.53

5,001–10,000

157

6.40

1,098,951

0.41

10,001–50,000

224

9.14

5,449,641

2.05

50,001–100,000

59

2.41

4,218,274

1.59

100,001–500,000

88

3.59

19,752,744

7.44

500,001–1,000,000

14

0.57

10,456,455

3.94

1,000,001 and over

29

1.18

222,532,971

83.86

2,452

100.00

265,377,080

100.00

Total

www.dtz.com

81


Financial Calendar

AGM 17 September 2010 – 10.00 am at 125 Old Broad Street, London EC2N 2BQ Reporting Interim Management Statement

September 2010

Half year to 31 October 2010

December 2010

Interim Management Statement

March 2011

Full year to 30 April 2011

July 2011

Advisers Independent Auditors Deloitte LLP Chartered Accountants Registrars Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE Registered number 2088415

82

DTZ Holdings plc Annual Report and Accounts 2010

Registered office 125 Old Broad Street London EC2N 2BQ www.dtz.com Stockbrokers J.P. Morgan Securities Limited Principal Bankers The Royal Bank of Scotland Group plc Solicitors Clifford Chance LLP


Visit our website to find out more about our: •

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Research

News

Our website is available in over 20 languages.

www.dtz.com

DTZ is a global real estate adviser providing leading‑edge property insight and on‑the‑ground delivery to investors, developers, corporate and public sector occupiers, and financial intermediaries across the breadth of their real estate needs. We are a global firm but we recognise that our clients’ needs are tied to the local markets in which they invest, develop, and operate. Deep knowledge of local markets has always been a cornerstone of DTZ across its offices worldwide. In fact we go one step further – actively sharing our knowledge to bring the best of our global expertise to each and every client assignment. In summary, our global team is united by a single focus – to deliver our clients exceptional service, rooted in a deep understanding of their needs and a commitment to long‑term success.

www.dtz.com www.dtz.com

This report has been printed on revive 50:50 Silk paper. This paper is made from 50% pre and post consumer waste and 50% virgin wood fibre, independently certified in accordance with the FSC (Forest Stewardship Council). It is manufactured at a mill that is certified to ISO14001 environmental management standards. The pulp is bleached using an elemental chlorine free (ECF) process. The inks used are all vegetable oil based. Printed at St Ives Westerham Press Ltd, ISO14001, FSC certified and CarbonNeutral® Published by Black Sun Plc +44 (0)20 7736 0011 Photography by Paul Harmer, Jason Scott and John Deehan


DTZ Holdings plc Annual Report and Accounts 2010

DTZ Holdings plc 125 Old Broad Street London EC2N 2BQ Telephone +44 (0)20 3296 3000 www.dtz.com

2010

DTZ Holdings plc Annual Report and Accounts


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Annual Report and Accounts 2010

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