Jtc Stock

Hello, and welcome to the JTC PLC Interim Results Presentation. My name is David, and I'll be your host for today's event. Please note that the event is being recorded. [Operator Instructions] Before we proceed, as you will have seen, JTC is currently in an offer period under the U.K. Takeover Code. As summarized in the company's RNS of 12th of September regarding possible offers, the Board received three preliminary nonbinding proposals from Permira in August, which were considered by the company and its advisers and unanimously rejected by the Board. The Board received a fourth revised proposal on the 9th of September and is in early stage discussions with Permira in relation to the possible offer.

The Board also received two preliminary and nonbinding proposals from Warburg Pincus in early September, which were considered and unanimously rejected. A further proposal has been received and the Board is currently in early-stage discussions with Warburg Pincus in relation to the possible offer. In respect of these approaches, you will appreciate that management are very restricted in the comments they make only commentating on information already in the public domain, and we therefore prefer that most of the questions this morning are focused on the business. Thank you. I will now hand you over to the presenters for today.

Good morning. Welcome to the presentation of JTC PLC's interim results for the period ended 30th of June 2025. I'm Nigel Le Quesne, the Group CEO, and presenting with me today is Martin Fotheringham, our Group CFO. Let's move to Slide 1 and the agenda. We will begin with my CEO highlights for the period, after which Martin will run through the financial review. Following this, I'll take a deeper look at the group and the divisions and then go on to discuss how the rise in popularity of alternative assets positively impacts JTC's long-term growth potential and explain how we act as a key enabler of capital flows in these asset classes through both divisions. I'll also give a brief progress report on the integration of Citi Trust into our wider business post completion and we'll provide color on our focus areas for the medium to long term.

Finally, I will summarize our key takeaways and my expectations for the group for the rest of the year. We will then open the forum up for questions. 2025 is the second year of our Cosmos era business plan, in which we aim to double the size of the business by no later than 2027 and for the third time since our IPO in 2018. The group has delivered a strong performance in the first half of 2025 with strong organic growth of 11%, record new business wins achieved through high win rates in what has been a more challenging macro environment. The results underline the benefits of having access to both institutional and private capital bases and continues to demonstrate the sustainable and evergreen nature of the JTC business model. As we approach the end of our 38th consecutive year of revenue and profit growth since inception, our unique shared ownership culture, diversified professional services business model and continued focus on client service excellence, all lead to our being well positioned to succeed and continue growing in any economic environment.

In H1 2025, our group revenue was up 17.3% and EBITDA was up 15.1%, delivered at an underlying EBITDA margin of 32.8%. Our net organic growth was 11%, ahead of our guidance for the Cosmos era with growth at 14.6% and client attrition at 3.6%, an improvement on last year's 4.8%. We also achieved another record for new business wins in the period of GBP 19.5 million. As a result of our performance in H1, coupled with the benefit of our two most recent acquisitions, Citi Trust and Kleinwort Hambros Trust, we remain confident that we will achieve our Cosmos era goals ahead of schedule. The PCS division has performed particularly well in the period with outstanding net organic growth of 14.5%, continuing a strong trend. It is now established as the leading independent global trust company business and is the largest independent provider by some distance in the important U.S. market, which continues to be an opportunity-rich environment for the group.

It is pleasing to report the completion of our acquisition of Citi Trust on the 1st of July, and we've made good progress to accelerate the integration and harmonize the business model. I will return to this later. Building on this, post period end, we were delighted to announce the proposed acquisition of Kleinwort Hambros Trust Company or KHT. The KHT deal is further evidence of the reputation JTC has established as the offtaker of choice for banks as they seek lighter operating models and retrench to their core capabilities. KHT is highly complementary to JTC's existing offering and brings us a U.K. trust presence for the first time. The deal was executed at an attractive price of circa 6x EBITDA, and we expect to complete in Q4 2025 and for it to be earnings accretive in 2026.

The ICS division delivered net organic growth of 9.2%. This is a strong result in a market where macroeconomic headwinds have led to a period of volatility and uncertainty leading to prolonged sales cycles. Nevertheless, our pipeline has remained healthy, and we achieved robust win rates of over 50% and onboarded some significant clients in the period. At a group operations level, there's been heightened project activity in the period. In the process of implementing a global billing platform to enhance consistency and standardization across the group in support of our proprietary frameworks performance management tool. We are also enhancing our global risk and compliance framework, including a review and harmonization of policies and procedures underpinned by the implementation of an enhanced new RegTech solution [ CAMS ] . In addition we're using the Citi acquisition as a catalyst to accelerate the planned upgrade to [ Quantios Core ], our group-wide primary administration system.

These important projects, together with our recently implemented group HR platform and our development of the ChatJTC AI tool, our infrastructure investments, which allow us to future-proof our global platform and capture the strong growth opportunities we see, both in the current Cosmos era and into the Genesis era that will follow. Although temporarily margin dilutive, these investments are all designed to improve commercial performance and enhance the platform for growth in the medium term. As always, I will wrap up my highlights by thanking the top-quality team we have at JTC.

In July, we were delighted to award the second tranche of warehouse shares from our employee benefit trust to our global workforce for their individual and collective achievements in the Galaxy era between 2021 and 2023. We continue to believe that the power of our shared ownership culture is the foundation of JTC's 37-year track record of uninterrupted revenue and profit growth. Having 2,300 owners rather than employees makes an enormous difference to our working environment and the organization's culture, which is reflected in our industry-leading staff retention figures, which are currently 96%. This enables us to ensure that the team are happy, valued and empowered and highly motivated to improve our business and client experience every day.

So now let's turn to Slide 4 and the financial highlights. Our revenues have grown to GBP 172.6 million and underlying EBITDA was GBP 56.5 million, delivered an underlying group EBITDA margin of 32.8%. As previously highlighted, our group net organic growth was an excellent 11%. New business wins were a period record of GBP 19.5 million as the group continues to benefit from excellent win rates of greater than 50% across both divisions. Now a consistent performance metric achieved in a competitive market. The new business pipeline remains strong and increased from GBP 49.8 million at year-end to circa GBP 60 million at the end of H1, indicating the probability of good momentum in the second half of the year.

The Lifetime Value of work Won was another record at circa GBP 267 million based upon the 14.2-year average lifespan of our client book. This gives us visibility of over GBP 2.4 billion of forward revenues from our existing client book, i.e., what the business would generate without the addition of any new mandates from this point forward. This metric continues to demonstrate the long-term and compounding value of the group. And finally, on to the interim dividend, which has been proposed at 5p per share, up 16.3% from 4.3p. Now over to Martin for a deeper look at the financials.

Thank you, Nigel. We've delivered a strong set of results that are in line with our expectations, where we've continued to focus on delivering growth. Organic growth was 11%, the sixth successive reporting period where net organic growth has exceeded 10%. The financial highlights slide shows that our overall revenue growth was 17.3%. We're performing well, led by net organic growth. It's pleasing to see the momentum we built in 2024 carry into 2025. Our underlying EBITDA margin dropped by 0.6 percentage points from H1 '24 and was 32.8%, and there's more on this later. Earnings per share increased by 7.1%. Cash conversion was 86% and is in line with our guidance range of 85% to 90% annual cash conversion. This is lower than our normal H1 performance, and I'll explain why later.

Net debt increased by GBP 43 million, and this was driven by drawdowns for earn-outs. It was a busy year in 2024 for M&A with 5 deals completed, which we've continued to integrate throughout 2025. The Citi Trust acquisition also completed on the 1st of July, and we have the KHT deal, which will complete later this year. At the period end, our reported underlying leverage was 2.06x. On a pro forma basis, our underlying leverage was below 2x underlying EBITDA. And finally, our return on invested capital for the last 12 months was 13%, an improvement from the 12.6% we reported at the end of 2024.

Moving on a slide, we'll start with revenue and our revenue bridge. On a constant currency basis, our revenue growth was 18.4%. This was above our reported growth of 17.3%, where we were again impacted by the weaker U.S. dollar during the last 12 months. As our U.S. presence has increased, so has our exposure to the U.S. dollar. Gross new revenue was GBP 36.8 million, a decrease from GBP 38.3 million in H1 '24. The prior period continued to enjoy the benefit of the immediate impact from the launch of our banking and treasury service. Gross attrition was GBP 9.1 million, which is 3.6% of annual revenues and is down from the 4.8% reported in the prior year. GBP 6.2 million of this attrition was end of life, and therefore, 98.8% of non-end-of-life revenue was retained. This is the highest retained revenue result we've posted since IPO. Revenue recognized on new business wins in the year was 54% compared to 51% recorded in H1 '24. Our new business pipeline at the period end was a best ever GBP 60.4 million, which is a GBP 10.6 million increase from the end of 2024.

Let's move on to Slide 9 and take a look at the first of our key metrics, net organic growth. As I've already said, we delivered organic growth of 11% in the last 12 months with our 3-year average now standing at 14.8%. We've posted net organic growth in excess of 10% for 3 successive years. ICS recorded net organic growth of 9.2%, which was commendable when considering external factors where the continuing macroeconomic and geopolitical uncertainty has generally stalled fund launches and slowed down activity levels. The U.S. has continued to deliver good growth for our ICS business. PCS has excelled with 14.5% net organic growth with the U.S. and Cayman the key drivers. Pricing growth remained strong at 5.1%, demonstrating our ability to recover increased costs of doing business.

To conclude on revenue, let's look at the geographical profile on Slide 10. All regions once again supported revenue growth in the period. The U.S. continues to deliver impressive levels of organic growth and has established itself as a leading growth region. At IPO, the region represented 4% of our global revenue, and this now stands at 31%. Taking into account the Citi acquisition, we expect the U.S. will represent approximately 35% of our global revenues. The rest of the world also recorded impressive growth of 74.3%, and this was driven by the inorganic growth of the FFP acquisition and the continued growth of our own Cayman business.

We now move on to the EBITDA margin on Slide 11. The underlying margin was 32.8%, a drop from the 33.4% recorded in H1 '24. I said previously, there are many moving parts in our margin story. On the one hand, we've improved our margin over recent years through the introduction of higher-margin banking and treasury business. Typically, we also have a small operational gearing uplift each year of approximately 1%. As you know, we're committed to the future success of the business, and it's our strategy to invest in areas where we believe will ultimately benefit the business, whilst delivering an acceptable margin. This includes start-up services in new jurisdictions, current examples of which are our private office, ESG service and Irish Funds business, which we calculate drag our margin today by 0.6%. We also see margin dilution from investment in growth jurisdictions. These are jurisdictions where organic growth exceeds 15% or where the current infrastructure is disproportionate to the revenue generated. We currently have just over 10 jurisdictions that fall into this grouping.

Gross margins from this cohort averaged 51% compared to mature jurisdictions where the average is 69%. Four years ago, 33% of our revenues came from these growth jurisdictions, whereas today, it's over 50%. Finally, on margins, I've previously noted our higher spend on risk and compliance. Notwithstanding the hard to quantify amount of chargeable time we spend dealing with regulatory obligations, we also continue to invest into our group capability. Over time, that alone has impacted margins by 50 basis points.

Now focusing on cash conversion on Slide 12. Cash conversion was 86%, a decrease from 104% recorded last year. Our normal cash collection cycle is that we have strong collections in H1 that were above 100%. So this is a significant drop, albeit it remains within our guidance range. The drivers for the drop are temporary and do not impact our ability to meet our annual target. Adjusting for these temporary impacts, would have seen us delivering cash conversion of approximately 102%.

The drivers for the decrease, as shown in the bottom graph, were as follows: 4 percentage points for temporary timing differences. These include cash outflows that we paid in H1 this year that we would normally pay out in H2. 4 percentage points for a change in billing cycles for one of our business segments, where we've moved to a biannual billing cycle for fees that were previously billed on an annual basis at the beginning of each year. These fees were collected in July. A 2 percentage point impact due to FX in the period. This can fluctuate and has been adjusted to show a constant currency position. The 6 percentage points is due to the impact of recent acquisitions, primarily FFP and SDTC, where the businesses do not follow our usual H1 seasonality and our cash inflows are not weighted to the first half of the year. As you can see, adjusting for these, our underlying performance in H1 was strong. We maintain our medium-term guidance range for annual cash conversion of 85% to 90%.

Now let's look at net debt and leverage on Slide 13. At the end of 2024, our reported net debt was GBP 182.3 million. And by the 30th of June, it stood at GBP 225.1 million, an increase of GBP 42.8 million. This was driven in the main by the net outflows for acquisitions of GBP 47.8 million, where material outflows included the payout in full for the FFP earn-out of GBP 24.9 million, the SDTC earn-out of GBP 19.1 million and a total of GBP 3.8 million covering Hanway, perfORM and Buck earn-outs. Our reported leverage was 2.06x underlying EBITDA. However, annualizing recent acquisitions to achieve a pro forma leverage shows that we would be within our guidance range. With the Citi and KHT acquisitions, leverage will be above 2x at the year-end, but below our absolute peak of 2.5x. We expect to rapidly delever through 2026. As anticipated at the year-end, we completed on a U.S. private placement facility in the first half of 2025 for $100 million. As at 30th of June 2025, the group had total undrawn funds available from banking facilities of GBP 123 million.

And finally, our return on invested capital. We delivered a return on investment of 13% in the last 12 months. This was an improvement of 40 basis points from the position at the end of 2024, and this continues to be significantly above our cost of capital. I'm really pleased with this improvement in a period of ongoing acquisition activity. The lifetime value of clients, which represents the revenue that our client relationships will generate in the absence of new business, increased by 4.3% from 2024 to GBP 2.4 billion. Since IPO, we've reported over a 700% increase from GBP 0.3 billion in 2018 to GBP 2.4 billion today. To conclude, we continue to deliver a solid and resilient set of financials in the second year of our Cosmos era. And on that note, I'll hand back to Nigel.

Thank you, Martin. As I've mentioned earlier, next, we will cover the macro environment, its effect on the M&A market and take a deeper look at the 2 divisions. Following which I will discuss 2 key topics. Firstly, how the growth of capital allocation to alternative assets acts as a tailwind for the group; then secondly, detailing the positive progress of the Citi Trust integration and how our ability to solve for banking institutions seeking lighter operating models provides JTC with a competitive advantage.

In the wider M&A market, global deal volumes were down 13% in the first half of 2025 when compared with the previous year. This was largely due to the macro environment, including trade uncertainty, geopolitical instability and a difficult funding environment. The sentiment has definitely improved in H2 as the financing markets improve. Buyer appetite remains strong as firms face mounting pressure to deploy capital, demonstrated to some degree by the recent interest in JTC. Advisers have backlogs of deals creating a buoyant market. In our sector alone, we're aware of close to 10 deals of a good size attracting strong market interest.

Given our current financial leverage and recent acquisition activity, we will concentrate on maximizing the opportunities presented by Citi Trust and KHT in the short term. But we will keep a close eye on the developments in the wider market, where we continue to be viewed as a good counterparty and long-term home for businesses by sellers and advisers alike. The regulatory regimes continue to prove challenging, as I've commented on previously. The propensity to look to impose regulatory fines on organizations for specific client matters, which are often minor in nature rather than systemic issues has been unhelpful. At JTC, this current environment has led to increased costs in the risk and compliance teams, created a need for greater technology spend and a disproportionate amount of time being demanded on the divisional fee earners.

The number of regulatory interactions we've been required to engage with across our growing global platform continues to increase period-on-period, reflecting the trend of increased scrutiny across the sector as a whole. Regulation can, of course, also act as a tailwind to our industry, however, creating additional demand for our services and providing M&A opportunities as businesses consolidate to share the cost of the regulatory burden. As I mentioned earlier, the divisions have both performed well, although have been faced with slightly different challenges. In PCS, we have had opportunity of pre-completion work ahead of the delivery of Citi Trust, our largest acquisition to date. As mentioned, we have also been successful in our bid for the KHT business and are now following a similar but less complex integration process and expect to complete the transaction following regulatory consents in Q4.

Alongside this, division has benefited from excellent net organic growth of 14.5% and continues to lead its market. In ICS, we have not had the benefit of M&A activity in the period. And as a result, it has been a consolidation phase. We have taken the opportunity to refresh our go-to-market strategy and implement operational and technological enhancements. As indicated earlier, the macro environment has been more challenging. As a result, we were pleased with organic growth performance of 9.2%. This has included the addition of some substantial clients, which will continue to grow and flourish on our watch.

Overall, as we look across the group, what is crystal clear is that we have an abundance of opportunities to explore in the second half of the year and beyond. I mentioned earlier that our industry has developed to deal with greater complexity over time, leading to a several market participants leaving the sector. In part, this has been due to increased burden of regulation and internationalization, which in turn has led to sector consolidation. This has then been accelerated by the attractive nature of the business model to investors. However, in our view, the core underlying tailwind has been the growth and increase in popularity of alternative assets. This is particularly evident by the retrenchment of banks from the market where bankable assets alone do not provide the breadth of holistic solutions demanded by ultra-high net worth individuals and families.

Similarly, on the institutional side, with the growth of alternatives came the need for new and innovative corporate and fund structure solutions to manage those assets, creating a powerful driver for the industry in the process. As a result, we are operating in a market which has undergone profound structural change. It has expanded, consolidated and become increasingly multifaceted, driving demand for sophisticated administration, advisory and governance solutions, all of which are core strengths of JTC.

According to the data provider, Preqin, today, there's around $16 trillion in global capital allocated to alternatives across private equity, real estate, infrastructure, renewables, private debt and hedge strategies. This figure is projected to nearly double to $30 trillion by 2030, growing at 9.5% compound annual growth rate. The growth is driven by both institutional allocators, for example, pension funds, sovereign wealth funds and endowments, all of which are supported by JTC's diversified model and by private capital from ultra-high net worth individuals and family offices, many of whom have a scale and sophistication that means they operate at a quasi-institutional level. JTC facilitates this capital deployment by providing administration for funds, companies and trusts. This places JTC at the intersection of two major flows, institutional capital seeking exposure to higher return illiquid strategies and private capital pursuing diversification and intergenerational wealth preservation.

From an analysis of our own book of clients, we estimate that around 80% of our revenues are linked to structures that are designed for or contain alternative assets. This underscores the group's strategic focus and exposure to these long-term growth trends. As global allocation shift further towards alternatives, demand for sophisticated and scalable administration services like those provided by JTC can be expected to rise significantly. JTC is, therefore, not merely a professional service provider, we are an enabler of capital allocation in the fast-growing alternatives market. With strong exposure to both institutional and private capital flows, we are positioned to benefit from multiyear tailwinds. We have recently decided to update the names of the divisions to Institutional Capital Services and Private Capital Services, respectively, to better reflect both what we do and this important value driver that is common to both divisions and the vast majority of client types.

The alignment between our service offering and expansion of the alternatives ecosystem across both institutional and private capital provides a clear, durable and scalable growth trajectory for the business. Now on to the progress of the Citi Trust integration. This deal has already had a significant positive impact on our profile and in particular, increased the awareness of the JTC brand in the United States and opened up greater access to very important markets in the Middle East and Asia. The Citi credentials have been particularly important in this regard, and we've experienced excellent collaboration from the bank with a sense of a true partnership, including the introduction to both potential and established clients, providing new distribution channels for JTC. We are already able to report that we have a clear route to improve the operating model, bringing an accelerated margin enhancement from our previous estimates made at the time of the acquisition was announced.

As we indicated in July trading update, we are now confident the margin of the business will be 30% plus by the end of 2026. And this acquisition continues to look to be one of our most exciting deals to date. More generally, we have proved ourselves as a reliable counterparty for bank carve-out deals by concentrating on the priorities of the banks, which are focused on protecting their reputation and the client experience. We now have a track record that places us as the offtaker of choice for deals of this nature as a lighter operating model is sought as most recently demonstrated by the subsequent KHT deal. Finally, on to the key takeaways. We have delivered sector-leading performance with strong organic growth and stable margins that reflect our ongoing investment in the global platform.

We are established as the leading independent provider of trust company services globally and the additions of Citi Trust and KHT are highly complementary to JTC's existing offering. The growth in capital allocation to alternative assets is a major structural tailwind for the group, and JTC is positioned at the intersection of those capital flows ready to capture significant growth opportunity for both divisions. We are progressing well towards achieving our Cosmos era goal of doubling the business from January 2024 and are highly confident we'll be able to do this ahead of schedule before the end of 2027. Looking at the second half of the year, we have a strong new business pipeline and consistent high win rates, giving us good momentum for organic growth in H2. While we will focus on the ongoing integration of Citi and early stages of KHT, we continue to track good opportunities to our M&A pipeline across both divisions and our key target markets.

Return on invested capital is expected to continue to strengthen in 2025 with further improvement anticipated in 2026 as we realize the full year contributions from the Citi Trust and KHT acquisitions, both of which have been acquired at excellent multiples. As always, we will continue to invest the growth, ensuring that our global platform is always scalable and fit for purpose. Ultimately, we continue to concentrate on being the best service provider and less on being the biggest. Once again, we maintain our guidance metrics that define what sustainable success looks like for a business of our nature. So thank you for listening and for your ongoing support. We will now be happy to take your questions.

Thank you to Nigel and Martin for the presentation. They're now unmuted. So we'll be happy to take questions. [Operator Instructions] I think the first one was Michael Donnelly. So Michael, we will come to you and unmute first.

Three from me. Could we take them in turn, please? First one, Nigel, you said the 20% new business pipeline growth from December to June suggested it was the effect of strong growth in the second half or good growth or something like that. Can you just confirm, should we interpret that growth in the second half as being in line with the 10% or 10% plus organic growth in that period?

I think, Michael, the signs are good, right? So it's the fullest pipe we've ever had. I think we've seen slower delivery, in particular, in the institutional market in terms of bringing clients through to a successful launch and into fee-earning territory. But the signs are really good, and it's a very strong pipe. So we're expecting, I think, to be keeping above our 10% plus organic growth metric.

That's great. Secondly, the 14.5% organic in private capital services, can you tell us how much of that you think came from U.K. Channel Islands? You may not have the exact number, but just a feel for was it the -- was it a major contributor? Or was it just in line with everything else?

I don't think -- the question is around the exposure to or migration from one to other. We're not really that exposed to the U.K. market to a large degree. So what I can tell you is the Jersey is probably the biggest single jurisdiction for wins in that period. And then we've had some really good wins in Cayman, Singapore and Dubai as well. So -- but not necessarily as a result of sort of driven by tax or other considerations. We're just not exposed to that market particularly.

Understood. And then finally, on Kleinwort and Citi, both trust businesses, do you think that once they're both completed and embedded in, the number of -- the amount of revenues exposed to assets under management will be very different from the sort of 15% that I think historically we've been used to that are AUM exposed?

No. The KHT book is actually a time and materials book in any event. So that doesn't change the mix at all. The Citi book, on the other hand, has got AUM elements associated or primarily as AUM. And the way we're dealing with that is we will use this year's fees to create, if you like, the minimum for future fees. So we create a floor and then we'll run the clock alongside the work we do for these clients and top up accordingly if we believe that's what it is. So in effect, we'll make it -- how can I put it, measured by time and materials.

Thanks, Michael. It was great. Appreciate your questions. Next, could we unmute Vivek Raja, please.

Thank you for your presentations. I found your results presentation very comprehensive. I don't have any questions. So apologies, I'm going to ask you about the bid situation. Just a simple question. You've set different PUSU dates for Permira and Warburg Pincus. I was just curious about why you've done that?

No, we didn't set separate different PUSU dates. It's really driven by when the bids were received. So they were just received on different days, and therefore, the dates are different.

Nigel, would help if I jumped in. It's [ Stuart ] from Deutsche. The PUSU dates are set by the date of the leak announcement. It's as simple as that, and there's sort of 2 different leak announcements. That's what sets those 28 days.

Okay. I mean is that process -- how are you going to sort of align that process given you've got competing bids then?

There is no obligation to align it.

Can we go to James Clark, next please.

My first is just on the wider industry and sector. There's obviously, as you know, right now, a lot of PE interest in all sorts of assets, both bolt-on and sort of larger platforms. I guess I just wondered from your perspective, when you take part in these bids and you see PE either out compete on price or maybe you outcompete them. I guess I just wondered what you are able to offer to some of these larger businesses privately that's drives their interest specifically, i.e., things like are they able to accelerate the margin profile because of greater automation or great use of AI? Are there any other areas that they're able to really explore that perhaps publicly as a publicly listed company, it's a bit harder. So I guess what really drives their specific interest? Obviously, it's a highly consolidating industry and there's lots of M&A potential. But what are they able to deliver, do you think privately that perhaps is harder publicly? I have a second question as well, which is more on the margin profile, but I'll wait for the answer.

I think -- well, can I just answer it from our perspective? Look, we like and have liked being a listed business. So -- but our industry is dominated by private equity, as you probably -- as you're alluding to, and it's at various levels. So if I look at it from our perspective, currently, it's fair to say that the ability to -- we have got balance sheet constraints in a consolidating market. So that is a challenge for us to work through as a listed business. And I think occasionally, it's meant that we couldn't compete for good assets over time. But we work it through and we find and we always have found very good deals to be done sort of away from and outside of perhaps the normal processes that you go through. But clearly, there wouldn't be the same balance sheet constraints in the business as a whole.

In terms of what they can do that we couldn't do ourselves, I think it's debatable. I think there is a little bit of -- there can be a sense that we're in sort of period-to-period sprints as a listed business, which you may not be in quite the same place with a longer-term view that may be taken by a private equity house, particularly to, if you like, just we take time to sort of pit stop for a little bit and work out what it is you want to be doing in particular areas, technology you alluded to could be one of those. So there's obviously pros and cons with both, but there's definitely advantages for us for being the only listed business in our space, but occasionally works as a disadvantage for us as well. So I hope that answers the question.

That does. That's very helpful. And then my second question is just on the additional costs to do with compliance and risk management sort of spending centrally and the regulatory cost headwind. I think you flagged it was 50 bps headwind in the first half. Should we expect that heightened level of spending to kind of continue? And I guess, is it accelerating today versus a year ago? And then sort of follow-up to that would be the upper end of your margin limits being 38%. Is that now not really achievable because you've got this sort of, I guess, headwind structurally to your margin? And then I think -- so that's a big question here, but you also flagged that you can manage that margin headwind through scale. So I'd be interested to know how you sort of do that and why you wouldn't pass it on through price?

Happy to pick that up. I think it's too early to say whether the risk and compliance or risk and regulation environment we work in is necessarily always going to be a drag on margin to the degree it is today. But just to answer your question about sort of regulatory interactions, which we track, we've gone from 46 in 2022, 58 in 2023, 76 in 2024, expecting 90-plus this year. So that gives you an idea of -- now in fairness, we will have -- we're probably regulated in more ways, in more places than we were initially. But just gives you an idea of the burden and that is permanently some sort of regulatory interaction required.

More generally, I think we were quite pleased with the Moneyval visits to Jersey and Guernsey, which obviously quite big jurisdictions for us that seem to go reasonably well. And we had a very good meeting with the group of international finance centers. I think we met 5 or 6 of them together in a forum around the beginning of the year. So having said that, we've seen a little bit more interest in the regulatory environment from both the Netherlands and Luxembourg in the last sort of 6 months or so. So it's there's sort of one area you feel is feeling -- is going quite well and then you'll get interest from another area.

So -- but I wouldn't necessarily say that it will -- it means that 38% isn't doable. I just think there are different ingredients in different times, and there's other things we're doing all the time. I mean the margin is quite complicated. I'm sure as you know, growth can affect your margin, tech investment can affect your margin in the short term with a view to being long term. But I wouldn't say it's impossible for us to get to 38%, but it's probably a little bit more difficult than it was when we set the 33% to 38%. And then in terms of how we might address that, I think there's discipline, efficiency are all things I'm thinking of. Scale is part of it, technology is part of it. And frankly, pricing could be part of it as well. So I hope that's helpful.

Thanks, James. We don't have any further hands up. So unless anyone wants to jump in quickly, I think we are through most of our time anyway. Great. Well, thank you very much to Nigel and Martin and all who have attended today. I hope you enjoyed the presentation, and the presentation will be on our website later today also. Many thanks. Goodbye.