label int64 1 1 | id stringlengths 10 12 | original_id stringlengths 8 9 | text stringlengths 347 29.5k |
|---|---|---|---|
1 | 60003898_b0 | 60003898 | of this Annual Report. The papers used for this Annual Report are: Cover and text pages 1 to 56: Consort Royal era Silk; text pages 57 to 96: Solaire; both of which are manufactured in Scotland. Consort Royal era Silk contains 25% UK fibre produced from post-consumer and office waste paper using a totally chlorine free bleaching and de-inking process. The balance is produced from totally chlorine-free pulp, the fibre for which is taken from sustainable managed forests. Solaire is an uncoated paper with fibre sourced from virgin wood pulp from sustainable forests including forest thinnings, sawmill residues and from mill waste. Pulps used are elemental chlorine free. Water used in the papers' manufacture is suitably treated and returned to source in accordance with strict local laws. The inks, with the exception of the gold metallic ink on the cover, and the varnish are all soya based. The polywrap in which the Report has been despatched to Shareholders is totally recyclable. Photography: Locations: Paul Lowe
Product: Peter Howard Smith Directors: Michael Heffernan Pages 26 to 29: contributed from within
the Group Designed by Pauffley PRL Typeset by Asset Graphics Printed in England by Wace Corporate Print
96
Cadbury Ltd is the UK's leading chocolate confectionery manufacturer with a 30% share of the £3.4 billion chocolate market. The Cadbury's Dairy Milk Megabrand Cadbury's Dairy Milk, Fruit & Nut and Wholenut had a volume share of over 46% of the moulded sector in 1996.
Cover photography
Schweppes' famous Indian Tonic Water has been available since the 1870s and today the Schweppes range is sold in over 85 countries around the world. The distinctive plastic bottle reflects a major British innovation in bottle technology.
Produced in Egypt since 1990, Cadbury's Dairy Milk range now has almost 50% of the Egyptian moulded chocolate market. Egypt, with a population of 60 million, is the largest confectionery market in the Middle East and North Africa.
Popular in Egypt since 1982, the Schweppes brand was re-launched in June 1996 under new licence and bottling arrangements. In addition to Schweppes Tonic, enjoyed by many consumers in the 15-30 age group, the Schweppes range includes Tangerine, Orange, Apple, Cloudy Lemon and Soda.
|
1 | 60003898_b1 | 60003898 |
34 8,19,21,22,23,24
22 2,3,52 2,52,60 6,9,22,23 4,6,7,8,9,22
8 8 8,9 34 14 4,57,60 23
U
UK/United Kingdom
1,2,4,5,6,7,8,9,12,14,19,22,23,46
US GAAP Adjustments
89
US (see also Americas)
2,6,8,9,11,14,15,23,48,92
V
VALPAK
26
Vending machines
17
W Wastewater Water conservation Welch's Wispa WispaGold Working capital Work in progress Wunderbar
26 26 8,14 22 7,21,22 73 71 24
Y
Year at a Glance
2
York
8
Z Zambia Zimbabwe
11,15 15,23
IFC: Inside Front Cover
95
The Company's commitment to environmental issues has been reflected in the production and despatch of this Annual Report. The papers used for this Annual Report are: Cover and text pages 1 to 56: Consort Royal era Silk; text pages 57 to 96: Solaire; both of which are manufactured in Scotland. Consort Royal era Silk contains 25% UK fibre produced from post-consumer and office waste paper using a totally chlorine free bleaching and de-inking process. The balance is produced from totally chlorine-free pulp, the fibre for which is taken from sustainable managed forests. Solaire is an uncoated paper with fibre sourced from virgin wood pulp from sustainable forests including forest thinnings, sawmill residues and from mill waste. Pulps used are elemental chlorine free. Water used in the papers' manufacture is suitably treated and returned to source in accordance with strict local laws. The inks, with the exception of the gold metallic ink on the cover, and the varnish are all soya based. The polywrap in which the Report has been despatched to Shareholders is totally recyclable. Photography: Locations: Paul Lowe
Product: Peter Howard Smith Directors: Michael Heffernan Pages 26 to 29: contributed from within
the Group Designed by Pauffley PRL Typeset by Asset Graphics Printed in England by |
1 | 60005747_0 | 60005747 | C H I M E C O M M U N I C AT I O N S
P L C
Annual Report & Accounts 1996
C H I M E C O M M U N I C AT I O N S
P L C
the holding company of
LOWE BELL COMMUNICATIONS LOWE BELL CONSULTANTS LOWE BELL FINANCIAL
LOWE BELL GOOD RELATIONS LOWE BELL POLITICAL
LOWE BELL MARKETING AND EVENTS LOWE BELL INTERNATIONAL LOWE BELL & MANN GREEN MOON FIRST FINANCIAL SMITHFIELD DESIGN
CHIME COMMUNICATIONS PLC ANNUAL REPORT 1996
Financial Highlights
I Operating income up 21% to £22.5 million (1995 £18.6 million) I Operating profit up 21% to £3 million (1995 £2.5 million) I Operating margin maintained at 13.5% I Adjusted earnings per share up 21% to 3.4p (1995 2.8p) I Final dividend up 20% to 1.15p I Cash balances of £2.6 million compared to £2 million in 1995
1
CHIME COMMUNICATIONS PLC ANNUAL REPORT 1996
Contents
CHAIRMAN'S STATEMENT
3
REVIEW OF OPERATIONS
5
DIRECTORS AND PROFESSIONAL ADVISERS
8
NON-EXECUTIVE DIRECTORS' BIOGRAPHIES
9
DIRECTORS' STATEMENT ON CORPORATE GOVERNANCE
10
REPORT OF THE REMUNERATION COMMITTEE
13
DIRECTORS' REPORT
14
STATEMENT OF DIRECTORS' RESPONSIBILITIES
17
AUDITORS' REPORT
18
CONSOLIDATED PROFIT AND LOSS ACCOUNT
19
CONSOLIDATED BALANCE SHEET
20
COMPANY BALANCE SHEET
21
CONSOLIDATED CASH FLOW STATEMENT
22
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
23
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
23
NOTES TO THE ACCOUNTS
24
|
1 | 60005747_1 | 60005747 | ICATIONS PLC ANNUAL REPORT 1996
Contents
CHAIRMAN'S STATEMENT
3
REVIEW OF OPERATIONS
5
DIRECTORS AND PROFESSIONAL ADVISERS
8
NON-EXECUTIVE DIRECTORS' BIOGRAPHIES
9
DIRECTORS' STATEMENT ON CORPORATE GOVERNANCE
10
REPORT OF THE REMUNERATION COMMITTEE
13
DIRECTORS' REPORT
14
STATEMENT OF DIRECTORS' RESPONSIBILITIES
17
AUDITORS' REPORT
18
CONSOLIDATED PROFIT AND LOSS ACCOUNT
19
CONSOLIDATED BALANCE SHEET
20
COMPANY BALANCE SHEET
21
CONSOLIDATED CASH FLOW STATEMENT
22
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
23
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
23
NOTES TO THE ACCOUNTS
24
FINANCIAL CALENDAR
39
NOTICE OF MEETING
40
2
CHIME COMMUNICATIONS PLC ANNUAL REPORT 1996
Chairman's Statement
RESULTS 1996 was another very good year for Chime with record levels of both revenue and operating profit.
OPERATING HIGHLIGHTS All our nine businesses were profitable and six of them showed strong profit growth. Both our operating income and operating profit grew by 21% and our operating profit margin remained at 13.5%. This margin level is significantly higher than most of our major competitors. In 1996 the Group acted for 579 clients compared to 457 in 1995 and 400 in 1994. 63% (1995 - 62%) of our operating income came from retainer fee clients and no client represented more than 4.5% of our revenue in 1996. Operating income per employee for our UK operation was slightly lower at £88,000 (1995 - £90,000).
ACQUISITIONS We have continued our policy of making small acquisitions in order to enhance the service we offer our clients and to make our individual businesses become more effective. The strategy is to acquire good clients and good people at sensible prices. In May 1996, we acquired the business of L |
1 | 60005747_2 | 60005747 |
FINANCIAL CALENDAR
39
NOTICE OF MEETING
40
2
CHIME COMMUNICATIONS PLC ANNUAL REPORT 1996
Chairman's Statement
RESULTS 1996 was another very good year for Chime with record levels of both revenue and operating profit.
OPERATING HIGHLIGHTS All our nine businesses were profitable and six of them showed strong profit growth. Both our operating income and operating profit grew by 21% and our operating profit margin remained at 13.5%. This margin level is significantly higher than most of our major competitors. In 1996 the Group acted for 579 clients compared to 457 in 1995 and 400 in 1994. 63% (1995 - 62%) of our operating income came from retainer fee clients and no client represented more than 4.5% of our revenue in 1996. Operating income per employee for our UK operation was slightly lower at £88,000 (1995 - £90,000).
ACQUISITIONS We have continued our policy of making small acquisitions in order to enhance the service we offer our clients and to make our individual businesses become more effective. The strategy is to acquire good clients and good people at sensible prices. In May 1996, we acquired the business of LMB Public Relations, a healthcare specialist, to strengthen the healthcare side of Green Moon. LMB's creator, Louise Blakeborough, is now Managing Director of Green Moon Healthcare. In June 1996 we acquired the business of Graphiti, a specialist typesetting company. This has enabled us to do in-house work which Smithfield Design, First Financial and Lowe Bell Marketing and Events had previously commissioned from outside suppliers. In September 1996, we made our South African office into one of the largest public relations offices in Southern Africa. We merged Lowe Bell in Cape Town with Sussens Mann in Johannesburg and the business is now called Lowe Bell & Mann. It is run by Peter Mann and Mark Turnbull who comes from our UK consultancy. The merged company is proving a great success, winning many blue chip clients from its new Johannesburg headquarters.
REMUNERATION COSTS Our business is about high fees, top clients and top people. An important part of managing our business is incentivising and rewarding our people properly. Once again bonus levels are well within the range of profit growth. On an annualised basis, the average salary increase for 1996 was 8.3% (1995 - 8.8%). Staff and directors received a bonus averaging 8.3% of salary ( |
1 | 60005747_3 | 60005747 | MB Public Relations, a healthcare specialist, to strengthen the healthcare side of Green Moon. LMB's creator, Louise Blakeborough, is now Managing Director of Green Moon Healthcare. In June 1996 we acquired the business of Graphiti, a specialist typesetting company. This has enabled us to do in-house work which Smithfield Design, First Financial and Lowe Bell Marketing and Events had previously commissioned from outside suppliers. In September 1996, we made our South African office into one of the largest public relations offices in Southern Africa. We merged Lowe Bell in Cape Town with Sussens Mann in Johannesburg and the business is now called Lowe Bell & Mann. It is run by Peter Mann and Mark Turnbull who comes from our UK consultancy. The merged company is proving a great success, winning many blue chip clients from its new Johannesburg headquarters.
REMUNERATION COSTS Our business is about high fees, top clients and top people. An important part of managing our business is incentivising and rewarding our people properly. Once again bonus levels are well within the range of profit growth. On an annualised basis, the average salary increase for 1996 was 8.3% (1995 - 8.8%). Staff and directors received a bonus averaging 8.3% of salary (1995 - 8.6%). 47 out of 302 staff (1995 - 37 out of 232) now have executive
3
CHIME COMMUNICATIONS PLC ANNUAL REPORT 1996
CHAIRMAN'S STATEMENT CONTINUED
share options and 66 (1995 - 55) have joined the Savings-Related Share Option Scheme. The three executive directors received salary increases averaging 8.6% (1995 - 7.9%) and received bonuses for achievement of targets of 15% (1995 - 15%). The three executive directors do not have any executive share options.
LIQUIDITY Our businesses continued to generate cash during 1996 and cash balances rose from £1,988,000 at the end of 1995 to £2,569,000 at the end of 1996. Amounts owed under finance leases reduced during the year from £944,000 to £767,000 and no further finance leases are being taken out. In November 1996 our 12.5% stake in Venesta Cubicle Systems was sold for a profit of £619,000. The sale proceeds, together with dividends received from Venesta, generated cash of £726,000. Since the year end, we have sold our freehold property in Sevenoaks for £ |
1 | 60005747_b0 | 60005747 | ordinary shares held by them (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or requirements of, any recognised regulatory body or any stock exchange in any territory or otherwise howsoever); and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal amount of £683,313;
and shall expire upon the renewal of this power or, if earlier, at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
Registered office:
By order of the Board M W Smith
46 Hertford Street London W1Y 8AX
Secretary 1 May 1997
GENERAL NOTES
A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him/her. A proxy need not be a Member of the Company. A form of proxy is enclosed.
The register of Directors' shareholdings and copies of Directors' Service Contracts are available for inspection at the registered office of the Company during usual business hours on any weekday and will be available at the Meeting from 15 minutes prior to the commencement of the Meeting until its conclusion.
40
If you would like to know more about our services please contact our New Business Director Bertie Way on 0171-495 4044
C H I M E C O M M U N I C AT I O N S
P L C
46 HERTFORD STREET LONDON W1Y 8AX
TELEPHONE 0171-495 4044
C H I M E C O M M U N I C AT I O N S
P L C
the holding company of
LOWE BELL COMMUNICATIONS LOWE BELL CONSULTANTS LOWE BELL FINANCIAL
LOWE BELL GOOD RELATIONS LOWE BELL POLITICAL
LOWE BELL MARKETING AND EVENTS LOWE BELL INTERNATIONAL LOWE BELL & MANN GREEN MOON FIRST FINANCIAL SMITHFIELD DESIGN
|
1 | 60005747_b1 | 60005747 | to allot relevant securities (within the meaning of section 80 of the Companies Act 1985) up to an aggregate nominal amount of £3,586,209 PROVIDED THAT this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Board may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
7. THAT, subject to the passing of the previous resolution, the Board be and it is hereby empowered pursuant to section 95 of the Companies Act 1985 to allot equity securities (within the meaning of section 94 of the said Act) for cash pursuant to the authority conferred by the previous resolution as if sub-section (1) of section 89 of the said Act did not apply to any such allotment, PROVIDED THAT this power shall be limited;
(i) to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or requirements of, any recognised regulatory body or any stock exchange in any territory or otherwise howsoever); and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal amount of £683,313;
and shall expire upon the renewal of this power or, if earlier, at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
Registered office:
By order of the Board M W Smith
46 Hertford Street London W1Y 8AX
Secretary 1 May 1997
GENERAL NOTES
A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him/her. A proxy need not be a Member |
1 | 60006976_0 | 60006976 | Report and Accounts
for the year ended 31st March 1997
<
The Boots Company embraces businesses operating principally in retailing, the manufacture and marketing of health and personal care products throughout the world and the development and management of retail property.
Our objective is to maximise the value of the company for the benefit of its shareholders. We will do so by investing in our businesses to generate strong cash flows and superior long term returns.
While vigorously pursuing our commercial interests, we will, at all times, seek to enhance our reputation as a well managed, ethical and socially responsible company.
<
The Review 1997 The Accounts 1997
The Review 1997 Contents
Business Statement Financial Highlights Chairman's Statement Chief Executive's Review Financial Review Board of Directors The Company Today Operational Review Employees, Community and the Environment Full contents to the Financial Statements
Financial Highlights Turnover £m Turnover increased by 11.0% to £4,578.0 million Turnover from continuing operations increased by 13.8% Operating profit before exceptional items £m Operating profit before exceptional items increased by 11.1% to £491.8 million Profit before tax and exceptional items was £536.2 million Net (debt)/funds £m Distributions to shareholders Dividend per share pence (excluding special dividend) Increased by 10.8% to 20.5 pence
<
Turnover £m
93 94 95 96 97
3,962 4,167 4,308 4,125 4,578
Operating profit before exceptional items £m
93
427
94
488
95
520
96
443
97
492
Net (debt)/funds £m
93 94 95 96 97
(204) 69
517 526 230
Dividend per share pence
93
13.4
94
15.0
95
17.0
96
18.5
97
20.5
Share repurchases and special dividend 1995 The company purchased 9.2% of its share capital at a cost of £511.3 million. 1997 The company purchased 5.4% of its share capital at a cost of £300 million and declared a special interim dividend of £400.5 million (44.2 pence per share)
Chairman's Statement
|
1 | 60006976_1 | 60006976 | to shareholders Dividend per share pence (excluding special dividend) Increased by 10.8% to 20.5 pence
<
Turnover £m
93 94 95 96 97
3,962 4,167 4,308 4,125 4,578
Operating profit before exceptional items £m
93
427
94
488
95
520
96
443
97
492
Net (debt)/funds £m
93 94 95 96 97
(204) 69
517 526 230
Dividend per share pence
93
13.4
94
15.0
95
17.0
96
18.5
97
20.5
Share repurchases and special dividend 1995 The company purchased 9.2% of its share capital at a cost of £511.3 million. 1997 The company purchased 5.4% of its share capital at a cost of £300 million and declared a special interim dividend of £400.5 million (44.2 pence per share)
Chairman's Statement
Sir Michael Angus Chairman
Boots goes from strength to strength. In a very active year we made good progress on a wide number of fronts, continued to broaden the scope of the business, and significantly increased sales, profits and earnings per share. More importantly total shareholder return over the last five years has averaged 11.8 per cent compound return per annum.
Dividend The board has proposed a final dividend of 14.3p. This is in addition to the declared special interim dividend of 44.2p and brings the total dividend for the year to 64.7p per share. The special dividend has had no influence on the size of the proposed final dividend. The first interim and proposed final together amount to 20.5p per share, an increase of 10.8 per cent over last year. The pro forma ratio of debt to equity based on the 31st March 1997 group balance sheet is 10.5 per cent.
<
Group sales
Group sales from continuing businesses increased by 13.8 per cent to £4,565.1 million, and profit before tax and exceptional items was £536.2 million. This was another very good year, in a UK retail market where consumer confidence was slowly reviving but competition remained |
1 | 60006976_2 | 60006976 | Sir Michael Angus Chairman
Boots goes from strength to strength. In a very active year we made good progress on a wide number of fronts, continued to broaden the scope of the business, and significantly increased sales, profits and earnings per share. More importantly total shareholder return over the last five years has averaged 11.8 per cent compound return per annum.
Dividend The board has proposed a final dividend of 14.3p. This is in addition to the declared special interim dividend of 44.2p and brings the total dividend for the year to 64.7p per share. The special dividend has had no influence on the size of the proposed final dividend. The first interim and proposed final together amount to 20.5p per share, an increase of 10.8 per cent over last year. The pro forma ratio of debt to equity based on the 31st March 1997 group balance sheet is 10.5 per cent.
<
Group sales
Group sales from continuing businesses increased by 13.8 per cent to £4,565.1 million, and profit before tax and exceptional items was £536.2 million. This was another very good year, in a UK retail market where consumer confidence was slowly reviving but competition remained tough.
Payment to shareholders £m
92/93 93/94 94/95 95/96 96/97
215.1 47.6
663.4 154.4 469.8
1992/93 includes a second interim dividend rather than payment of a final dividend in 1993/94. £511.3 million share repurchase in 1994/95, £300 million in 1996/97.
Chairman's Statement continued
Strategy We maintain a high level of investment in growing and extending our core businesses, and in increasing their efficiency and competitiveness. Boots The Chemists (BTC) is still demonstrating that there is room for growth in the UK through judicious choice of store formats, and has begun a carefully planned international expansion. Halfords and A G Stanley are both shifting their emphasis from high streets to larger, out of town sites, and Boots Opticians continues to expand. All these businesses are benefiting from continued development of own brand and exclusive ranges. Boots Healthcare International (BHI) and Boots Contract Manufacturing (BCM) are extending their presence overseas, both organically and by acquisition.
Healthcare is at the heart of several of our businesses, so the new Labour government and its plans for the NHS |
1 | 60006976_3 | 60006976 | tough.
Payment to shareholders £m
92/93 93/94 94/95 95/96 96/97
215.1 47.6
663.4 154.4 469.8
1992/93 includes a second interim dividend rather than payment of a final dividend in 1993/94. £511.3 million share repurchase in 1994/95, £300 million in 1996/97.
Chairman's Statement continued
Strategy We maintain a high level of investment in growing and extending our core businesses, and in increasing their efficiency and competitiveness. Boots The Chemists (BTC) is still demonstrating that there is room for growth in the UK through judicious choice of store formats, and has begun a carefully planned international expansion. Halfords and A G Stanley are both shifting their emphasis from high streets to larger, out of town sites, and Boots Opticians continues to expand. All these businesses are benefiting from continued development of own brand and exclusive ranges. Boots Healthcare International (BHI) and Boots Contract Manufacturing (BCM) are extending their presence overseas, both organically and by acquisition.
Healthcare is at the heart of several of our businesses, so the new Labour government and its plans for the NHS have a significant bearing on the company. We believe the role pharmacies play in the community is one of the pillars of the NHS, and we strongly support policies which will enhance that role.
Acquisitions and disposals In May 1996 we completed the sale of Childrens World to Storehouse for £62.5 million. We judged that we could realise greater value for shareholders by selling the business rather than continuing to invest in it, and, after provision for disposal and other termination costs, the sale adds an exceptional profit of £15 million to this year's accounts.
In June we announced the acquisition of W H Smith's 50 per cent share of Do It All. This included a £50 million contribution from W H Smith which has helped to accelerate the disposal of the 65 stores that Do It All did not wish to keep. We are already having considerable success in turning the business around.
<
<
Chairman's Statement continued
During the year we made two European acquisitions to give BHI a strong platform for international expansion in skincare: Laboratoires Lutsia in France for £115 million, and Farmila Dermical in Italy for £4.1 million.
BCM has also increased its presence in Europe, |
1 | 60006976_b0 | 60006976 | 's shares may be obtained from: Hoare Govett Corporate Finance Limited (telephone 0171 601 0101) Hoare Govett is regulated by the Securities
and Futures Authority. National Westminster Bank Plc (telephone 0171 895 5448) National Westminster Bank Plc is regulated by the
Personal Investment Authority and IMRO. Share dealing services are provided by NatWest Stockbrokers Limited, which is a member of the London Stock Exchange and regulated by the Securities and Futures Authority.
Both Hoare Govett and National Westminster Bank Plc have approved the references to them for the purposes of section 57 of the Financial Services Act 1986.
Personal equity plans (PEPs) General and Single Company PEPs in the ordinary shares of the company are available for investors wishing to take advantage of preferential tax treatment in relation to their shareholdings. For further information contact The Plan Manager, National Westminster Bank Plc, NatWest PEP Office, 55 Mansell Street, London E1 8AN. Telephone helpline 0171 895 5600.
Continued
<
<
Shareholder Information continued
Registrar and Transfer Office The Royal Bank of Scotland plc, Registrar's Department, PO Box 82, Caxton House, Redcliffe Way, Bristol BS99 7NH. Telephone 0117 930 6666.
Company Secretary and Registered Office I A Hawtin; The Boots Company PLC, Nottingham NG2 3AA. Telephone 0115 950 6111. The Boots Company PLC is registered in England and Wales (No. 27657).
Analysis of shareholders at 31st March 1997
Shareholding range
1-500 501-1,000 1,001-10,000 10,001-100,000 100,001-1,000,000 Over 1,000,000
Number
37,497 29,596 53,180
2,753 538 136
123,700
% Total holding
30.31 8,791,438 23.93 22,362,399 42.99 137,557,426
2.23 68,021,877 0.43 180,422,404 0.11 488,915,420
100.00 906,070,964
%
0.97 2.47 15.18 7.51 19.91 53.96
100.00
<
<
|
1 | 60006976_b1 | 60006976 | at the meeting, the arrangements for which are described in the accompanying notice.
Dividend payments The proposed final dividend (if approved) will be paid on 22nd August 1997 to shareholders registered on 20th June 1997. Shareholders will again have the opportunity to receive their dividend in shares instead of cash, subject to the passing of the appropriate resolution at the annual general meeting. Details will be posted to shareholders on 2nd July 1997. All forms of election or instructions for revocation of existing mandates must be received by the company's registrars by 5.00 pm on 23rd July 1997.
The expected dividend payment dates for the year to 31st March 1998 are:
Interim dividend Final dividend
February 1998 August 1998
Results For the year to 31st March 1998:
Interim results announced Interim statement circulated Preliminary announcement of full year results Annual report circulated
Continued
November 1997 November 1997
June 1998 June 1998
<
Shareholder Information continued
Capital gains tax For capital gains tax purposes, the market price of the company's ordinary shares of 25p each on 31st March 1982 was 112.5p.
Low cost share dealing services Details of special low cost dealing services in the company's shares may be obtained from: Hoare Govett Corporate Finance Limited (telephone 0171 601 0101) Hoare Govett is regulated by the Securities
and Futures Authority. National Westminster Bank Plc (telephone 0171 895 5448) National Westminster Bank Plc is regulated by the
Personal Investment Authority and IMRO. Share dealing services are provided by NatWest Stockbrokers Limited, which is a member of the London Stock Exchange and regulated by the Securities and Futures Authority.
Both Hoare Govett and National Westminster Bank Plc have approved the references to them for the purposes of section 57 of the Financial Services Act 1986.
Personal equity plans (PEPs) General and Single Company PEPs in the ordinary shares of the company are available for investors wishing to take advantage of preferential tax treatment in relation to their shareholdings. For further information contact The Plan Manager, National Westminster Bank Plc, NatWest PEP Office, 55 Mansell Street, London E1 8AN. Telephone helpline 0171 895 5600.
Continued
<
<
Shareholder Information continued
Registrar and Transfer Office The Royal Bank of Scotland plc, Registrar |
1 | 60007001_0 | 60007001 | report
PowerGen plc Report and Accounts 1997
Highlights
Pre-tax profits up by 2%* Earnings per share up by 13%* 20% increase in dividends to 25.2p per share Upstream gas boosts New Business operating profits to £40 million New power projects in Indonesia and Thailand
*Excluding exceptional items
Turnover
£m
3,188 2,932 2,885 2,933 2,855
4000
3500
3000
2500
2000
1500
1000
500
1993 1994 1995 1996 1997
Earnings per ordinary share(2)
p
36.5 44.0 49.6 56.7 63.9
80
70
60
50
40
30
20
10
1993 1994 1995 1996 1997
Excluding exceptional items.
Profit before tax
£m
425 476 545 687* 577
800
700
600
500
400
300
200
100
1993 1994 1995 1996 1997
*Including exceptional credits of £121 million. Including exceptional items of £2 million.
Dividends per ordinary share
p
10.5 12.65 15.0 21.0 25.2
40
35
30
25
20
15
10
5
1993 1994 1995 1996 1997
Years ended March
1993
1994
1995
1996
1997
Turnover
£m 3,188 2,932 2,885 2,933 2,855
Profit before tax(1)
£m
425 476 545 687 577
Earnings per ordinary share(2) pence 36.5 44.0 49.6 56.7 63.9
Dividends per ordinary share pence 10.5 12.65 15.0 21.0 25.2
Dividend cover per share(2)
times
3.5 3.5 3.3 2.7 2.5
Equity shareholders' funds
£m 1,670 1,919 1,880 2,252 1,925
|
1 | 60007001_1 | 60007001 | exceptional credits of £121 million. Including exceptional items of £2 million.
Dividends per ordinary share
p
10.5 12.65 15.0 21.0 25.2
40
35
30
25
20
15
10
5
1993 1994 1995 1996 1997
Years ended March
1993
1994
1995
1996
1997
Turnover
£m 3,188 2,932 2,885 2,933 2,855
Profit before tax(1)
£m
425 476 545 687 577
Earnings per ordinary share(2) pence 36.5 44.0 49.6 56.7 63.9
Dividends per ordinary share pence 10.5 12.65 15.0 21.0 25.2
Dividend cover per share(2)
times
3.5 3.5 3.3 2.7 2.5
Equity shareholders' funds
£m 1,670 1,919 1,880 2,252 1,925
Shares in issue (year end)
millions 782.9 784.0 725.3 728.3 637.4
Staff numbers (year end)
4,937 4,399 3,736 3,413 3,551
Notes 1 In 1997, profit before tax includes exceptional items (net) of £2 million. In 1996, profit before tax includes exceptional credits of £121 million. 2 In 1997, earnings per ordinary share and dividend cover per share are based on profit before exceptional items and after taxation and minority interest for the financial year of £429 million. Including exceptional credits, earnings per ordinary share for 1997 was 64.2p and dividend cover per share was 2.5 times. The figures for 1996, based on profit before exceptional credits and after taxation for the financial year of £412 million, would be earnings per share of 71.4p and dividend cover of 3.4 times.
Front cover PowerGen's new Connah's Quay gas-fired power station commissioned in 1996.
PowerGen is a leading international power generation business. We seek to grow our business by generating power and developing energy resources both in the UK and throughout the world. We want to create |
1 | 60007001_2 | 60007001 | Shares in issue (year end)
millions 782.9 784.0 725.3 728.3 637.4
Staff numbers (year end)
4,937 4,399 3,736 3,413 3,551
Notes 1 In 1997, profit before tax includes exceptional items (net) of £2 million. In 1996, profit before tax includes exceptional credits of £121 million. 2 In 1997, earnings per ordinary share and dividend cover per share are based on profit before exceptional items and after taxation and minority interest for the financial year of £429 million. Including exceptional credits, earnings per ordinary share for 1997 was 64.2p and dividend cover per share was 2.5 times. The figures for 1996, based on profit before exceptional credits and after taxation for the financial year of £412 million, would be earnings per share of 71.4p and dividend cover of 3.4 times.
Front cover PowerGen's new Connah's Quay gas-fired power station commissioned in 1996.
PowerGen is a leading international power generation business. We seek to grow our business by generating power and developing energy resources both in the UK and throughout the world. We want to create one of the world's leading independent electricity and gas businesses.
As a low cost innovative and environmentally responsible operator, PowerGen delivers value and quality to its customers, shareholders, employees, partners and communities in which it operates throughout the world.
4 New profits built on core strengths Efficiency gains in PowerGen's UK electricity business sustained profitability while new businesses contributed £40 million to operating profits.
6 Succeeding in open markets During the year Pool competition intensified but PowerGen successfully built on its market leading position in direct sales.
8 Strong performance in generation An innovative benchmarking programme continues to deliver gains in productivity and efficiency.
10 Building new businesses in the UK Upstream gas made a significant contribution to profits while a new combined heat and power project was commissioned.
12Delivering internationally PowerGen is one of the world's leading independent international power production businesses, with projects spanning Europe, India and the Pacific Rim.
14 Leading on the environment A £1.3 billion investment programme by PowerGen since 1990 has substantially reduced emissions.
1 PowerGen plc Report and Accounts 1997
Chairman's statement
further cost reductions and productivity gains as the operations of our plant portfolio continue to be benchmarked against the best in the world |
1 | 60007001_3 | 60007001 | one of the world's leading independent electricity and gas businesses.
As a low cost innovative and environmentally responsible operator, PowerGen delivers value and quality to its customers, shareholders, employees, partners and communities in which it operates throughout the world.
4 New profits built on core strengths Efficiency gains in PowerGen's UK electricity business sustained profitability while new businesses contributed £40 million to operating profits.
6 Succeeding in open markets During the year Pool competition intensified but PowerGen successfully built on its market leading position in direct sales.
8 Strong performance in generation An innovative benchmarking programme continues to deliver gains in productivity and efficiency.
10 Building new businesses in the UK Upstream gas made a significant contribution to profits while a new combined heat and power project was commissioned.
12Delivering internationally PowerGen is one of the world's leading independent international power production businesses, with projects spanning Europe, India and the Pacific Rim.
14 Leading on the environment A £1.3 billion investment programme by PowerGen since 1990 has substantially reduced emissions.
1 PowerGen plc Report and Accounts 1997
Chairman's statement
further cost reductions and productivity gains as the operations of our plant portfolio continue to be benchmarked against the best in the world. Our third and largest gas-fired plant at Connah's Quay, North Wales, is now in full commercial operation.
Ed Wallis Chairman
This has been a good performance by PowerGen. Our results demonstrate the success of our business strategy in minimising the impact on the Group's profitability of increasingly intense competition in the UK electricity market. We are preparing for the full liberalisation of the UK's energy markets by building a consolidated, highly competitive and customer focused electricity and gas business. In the UK, we are also seeing the financial benefits of diversifying into energy related businesses that can deliver new earnings streams. Overseas, we are building a substantial international power production business that enables us to capitalise on the power generation expertise we have honed in the UK. This is a strategy that can support the long term growth of the business.
Results I am pleased to report that pre-tax profits, before exceptional items mentioned below, were £575 million, up from £566 million in 1995/6. Earnings per share, also before exceptionals, improved by 13% to
63.9p. Our Board is recommending a final net dividend for the year of 17.4p per share. This makes a total net dividend of |
1 | 60007001_b0 | 60007001 | quiries on your shareholding should be made to the Registrars at the following address: The Royal Bank of Scotland plc, Registrars Department, PO Box No.96, Caxton House, Redcliffe Way, Bristol BS99 7ZG Telephone: 0117 976 3005 Fax: 0117 930 6509
General enquiries on the Company should be made to the Company Secretary at: PowerGen plc, 53 New Broad Street, London EC2M 1JJ Telephone: 0171 826 2826 Fax: 0171 826 2890
Enquiries on ADR holdings should be made to the Depositary for American Depositary Receipts: Bank of New York, Attention ADR Department, 101 Barclay Street, New York, NY 10286, USA Telephone: (800) 524 4458 toll free
Unsolicited Mail The Share Register is a public document under the law, and some shareholders may have received unsolicited mail from other organisations taking advantage of this situation. If you wish to limit the amount of such mail, please write to the Mailing Preference Service, FREEPOST 22, London W1E 7EZ. You may still however receive mail from organisations which do not subscribe to this service.
Telephone information service For a short commentary on PowerGen's business together with the latest share price, telephone 0839 505900 (calls charged at 49p/min at all times, including VAT).
PowerGen plc 53 New Broad Street, London EC2M 1JJ Registered in England and Wales No. 2366970
Internet Web Site address: www.pgen.com
Designed and produced by Addison Printed in the UK by Burrups Ltd, St Ives plc.
52 PowerGen plc Report and Accounts 1997
The PowerGen Values
The way in which we deliver value is very important to us at PowerGen. Our Working Together, Working Better Values provide a clear statement of what we stand for and underpin how we do business.
Working Together, Working Better
We work together · for mutual benefit · with integrity, honesty and trust · showing respect and consideration for others
We work better by · not compromising on safety · constantly seeking innovation and improvement · taking account of the future in what we do today · delivering what we promise
PowerGen plc Registered office 53 New Broad Street, London EC2M 1JJ Telephone 0171 826 2826
|
1 | 60007001_b1 | 60007001 | 51 PowerGen plc Report and Accounts 1997
Dividend history To assist shareholders with the completion of their tax returns, a dividend history is set out below:
Payment
Date
Net amount per share
Scrip: Price of New Share
1
21 October 1991
2
27 March 1992
3
19 October 1992
4
26 March 1993
5
31 March 1993
6
12 November 1993
7
29 July 1994
8
20 December 1994
9
28 July 1995
10
20 December 1995
11
31 July 1996
12
20 December 1996
5.55p 3.05p 6.20p 3.35p 7.15p 3.95p 8.70p 5.00p 10.00p 6.50p 14.50p 7.80p
261.0p 294.2p 417.0p 465.6p 550.6p 498.0p 531.8p 485.0p 579.1p
Shareholder Enquiries Enquiries on your shareholding should be made to the Registrars at the following address: The Royal Bank of Scotland plc, Registrars Department, PO Box No.96, Caxton House, Redcliffe Way, Bristol BS99 7ZG Telephone: 0117 976 3005 Fax: 0117 930 6509
General enquiries on the Company should be made to the Company Secretary at: PowerGen plc, 53 New Broad Street, London EC2M 1JJ Telephone: 0171 826 2826 Fax: 0171 826 2890
Enquiries on ADR holdings should be made to the Depositary for American Depositary Receipts: Bank of New York, Attention ADR Department, 101 Barclay Street, New York, NY 10286, USA Telephone: (800) 524 4458 toll free
Unsolicited Mail The Share Register is a public document under the law, and some shareholders may have received unsolicited mail from other organisations taking advantage of this situation. If you wish to limit the amount of such mail, please write to the Mailing Preference Service, FREEPOST 22, London W1E 7EZ. You may still however receive mail from organisations which do not subscribe |
1 | 60007025_0 | 60007025 | J Sainsbury plc Annual Review 1997 and Summary Financial Statement
J Sainsbury plc
Annual Review1997 and Summary Financial Statement
Contents
Financial Highlights 1
Chairman's Statement 2-3
Board of Directors 4-5
Chief Executive's Review
UK Food Retailing Businesses 6-7
Sainsbury's Supermarkets 8-13
Savacentre 14-15
Chief Executive's Review Homebase and
US Businesses 16-17
Homebase 18-21
Shaw's 22-23
Ten Year Financial Record and New Store
Openings and Extensions 24-25
Financial Review 26-29
Summary
Financial Statement 30-33
Investor Information 34-35
Financial Calendar 36
Registered Office and Advisers
Group Profile J Sainsbury plc is one of the world's leading retailers, operating
three separate store chains and a bank in the UK and one store chain in the US. Through these operations, J Sainsbury plc serves more than 12.5 million customers a week.
Sainsbury's Supermarkets is the largest part of the Sainsbury Group, accounting for 89% of Group operating profit before profit sharing and exceptional costs and 75% of Group sales. The other UK food retailing arm is Savacentre, the country's only specialist hypermarket company.
Homebase, also in the UK, is our chain of home improvement stores and garden centres. In the US Shaw's Supermarkets, Inc. operates a chain of supermarkets in New England. J Sainsbury plc also has a holding of approximately 20% in Giant Food Inc., a supermarket group which is the market leader in the Washington DC and Baltimore areas.
Founded in London in 1869, Sainsbury's was privately owned until public flotation in 1973. The Sainsbury family and its charitable trusts remain major shareholders and the present Chairman, David Sainsbury, is a great-grandson of the founders.
Group Objectives To discharge the responsibility as leaders in our trade by
acting with complete integrity, by carrying out our work to the highest standards, and by contributing to the public good and to the quality of life in the community.
To provide unrivalled value to our customers in the quality of the goods we sell, in the competitiveness of our prices and in the range of choice we offer.
To achieve the highest standards in efficiency of operation, convenience and customer service in our stores, thereby creating |
1 | 60007025_1 | 60007025 | Group sales. The other UK food retailing arm is Savacentre, the country's only specialist hypermarket company.
Homebase, also in the UK, is our chain of home improvement stores and garden centres. In the US Shaw's Supermarkets, Inc. operates a chain of supermarkets in New England. J Sainsbury plc also has a holding of approximately 20% in Giant Food Inc., a supermarket group which is the market leader in the Washington DC and Baltimore areas.
Founded in London in 1869, Sainsbury's was privately owned until public flotation in 1973. The Sainsbury family and its charitable trusts remain major shareholders and the present Chairman, David Sainsbury, is a great-grandson of the founders.
Group Objectives To discharge the responsibility as leaders in our trade by
acting with complete integrity, by carrying out our work to the highest standards, and by contributing to the public good and to the quality of life in the community.
To provide unrivalled value to our customers in the quality of the goods we sell, in the competitiveness of our prices and in the range of choice we offer.
To achieve the highest standards in efficiency of operation, convenience and customer service in our stores, thereby creating as attractive and friendly a shopping environment as possible.
To offer our staff outstanding opportunities in terms of personal career development and in remuneration relative to other companies in the same market, practising always a concern for the welfare of every individual.
To generate sufficient profit to finance continual improvement and growth of the business whilst providing our shareholders with an excellent return on their investment.
Financial Highlights
£ million
1997
1996
52 weeks to 52 weeks to
8th March 9th March
% Change
GROUP SALES (incl. taxes)..
14,312
13,499
6.0
GROUP OPERATING PROFIT before profit sharing and exceptional costs......
Profit Sharing........
Associates.........
Net Interest Payable.....
745 (37) 19 (76)
854 (50) 19 (59)
(12.8)
GROUP PROFIT before tax, exceptional costs and profit/(loss) on sale of fixed assets...
Profit/(loss) on sale of fixed assets |
1 | 60007025_2 | 60007025 | as attractive and friendly a shopping environment as possible.
To offer our staff outstanding opportunities in terms of personal career development and in remuneration relative to other companies in the same market, practising always a concern for the welfare of every individual.
To generate sufficient profit to finance continual improvement and growth of the business whilst providing our shareholders with an excellent return on their investment.
Financial Highlights
£ million
1997
1996
52 weeks to 52 weeks to
8th March 9th March
% Change
GROUP SALES (incl. taxes)..
14,312
13,499
6.0
GROUP OPERATING PROFIT before profit sharing and exceptional costs......
Profit Sharing........
Associates.........
Net Interest Payable.....
745 (37) 19 (76)
854 (50) 19 (59)
(12.8)
GROUP PROFIT before tax, exceptional costs and profit/(loss) on sale of fixed assets...
Profit/(loss) on sale of fixed assets........
Exceptional costs......
651
764
8
(4)
(50)
(48)
---------------------- ----------------------
GROUP PROFIT BEFORE TAX. Tax............
GROUP PROFIT AFTER TAX.
EARNINGS PER SHARE.... FULLY DILUTED EARNINGS PER SHARE before exceptional costs and profit on sale of properties..... DIVIDEND PER SHARE... of which Final.......
609
712
(208)
(234)
---------------------- ----------------------
401
478
---------------------- ----------------------
22.0p
26.8p
23.1p
12.3p 8.8p
27.8p
12.1p 8.7p
(14.8)
(16.9) 1.7
Group Sales
£ billion
14.3 13.5
12.1 11.2 10.3
|
1 | 60007025_3 | 60007025 | ........
Exceptional costs......
651
764
8
(4)
(50)
(48)
---------------------- ----------------------
GROUP PROFIT BEFORE TAX. Tax............
GROUP PROFIT AFTER TAX.
EARNINGS PER SHARE.... FULLY DILUTED EARNINGS PER SHARE before exceptional costs and profit on sale of properties..... DIVIDEND PER SHARE... of which Final.......
609
712
(208)
(234)
---------------------- ----------------------
401
478
---------------------- ----------------------
22.0p
26.8p
23.1p
12.3p 8.8p
27.8p
12.1p 8.7p
(14.8)
(16.9) 1.7
Group Sales
£ billion
14.3 13.5
12.1 11.2 10.3
1993 1994 1995 1996 1997
Group sales increased by 6% to £14.3 billion.
Group Profit
£ million
808
735 731
764
651
1993 1994 1995 1996 1997 Group profit before tax, exceptional costs and profit/(loss) on sale of fixed assets decreased by 14.8% to £651 million.
Dividend per Share
Pence
11.7 12.1 12.3 10.6 10.0
1993 1994 1995 1996 1997
Dividend per share increased by 1.7% to 12.3 pence.
J Sainsbury plc
1
Chairman's Statement
The Year's Results In a year of major change,
Group sales increased by 6% to £14.3 billion and Group profit before tax, exceptional costs and property items reduced by 14.8% to £651 million. The sales growth of Sainsbury's Supermarkets continued to improve during the year as our programme of new store openings recovered and the different parts of our trading and marketing strategy started to take effect. This improvement, however, was insufficient to offset the impact of the petrol price war, the costs of the |
1 | 60007025_b0 | 60007025 | independent qualified actuaries.
Of the total pension costs of the Group, £40 million (1996: £35 million) relates to the UK Schemes, namely the J Sainsbury Pension and Death Benefit Scheme (JSPDBS) and the J Sainsbury Executive Pension Scheme (JSEPS). The assets of the UK Schemes are held by trustee companies which are separate from the Company.
The latest actuarial valuation of the UK Schemes was carried out by the actuaries as at 12th March 1994, using the projected unit method. The significant actuarial valuation assumptions used were that future investment returns would be 812% per annum, long-term future salary and wage increases would average 512% per annum and pensions would increase at 4% per annum.
At the date of the latest valuation the market value of the assets of the UK Scheme was £1,435 million and the actuarial value of the assets was sufficient to cover 122% of the JSPDBS and 120% of the JSEPS benefits that had accrued to members, allowing for expected future increases in earnings.
The ongoing pension cost in respect of the UK Schemes, incorporating the amortisation of the surplus from the last valuation in 1991, has been adjusted to reflect the revised surplus arising from the March 1994 valuation and the net reduced surplus is being amortised by a method which causes the Company's funding rate to rise from the current, abated level up to the full regular cost on a sliding scale over a period of 14 years for JSPDBS and 12 years for JSEPS.
Triennial valuations of the schemes are currently being undertaken as at 8th March 1997 and the results will be known in the next financial year.
The Group also operates a final salary pension scheme in the US. The pension cost relating to the US benefit scheme has been determined with the advice of independent actuaries. The charge to the Profit and Loss Account is calculated in accordance with US accounting principles but would not have been materially different had UK accounting principles been applied.
Note 30 Related Party Transactions
There were no material transactions by the Company or the Group with related parties.
Note 31 Post Balance Sheet Event
Immediately after the year end the Company transferred net assets amounting to £3,935 million to a new Subsidiary, Sainsbury's Supermarkets Ltd, in exchange for shares and loans.
28
J Sainsbury plc
|
1 | 60007025_b1 | 60007025 | Company has guaranteed borrowing facilities for Associated Undertakings to the extent of £1 million (1996: £1 million).
The Company has guaranteed the borrowings of Subsidiaries which, at 8th March 1997, amounted to £156 million (1996: £156 million).
Commitments to make operating lease payments during the next financial year are as follows:
Group Company
------------------------ ------------------------
£m
£m
Land and Buildings
Leases which expire between 1 and 5 years....................
3
1
Leases which expire after 5 years.........................
211
99
Other Leases
Leases which expire between 1 and 5 years....................
11
7
J Sainsbury plc
27
Note 29 Pension Commitments
The Group operates final salary pension schemes in the UK. The costs are assessed on the advice of independent qualified actuaries.
Of the total pension costs of the Group, £40 million (1996: £35 million) relates to the UK Schemes, namely the J Sainsbury Pension and Death Benefit Scheme (JSPDBS) and the J Sainsbury Executive Pension Scheme (JSEPS). The assets of the UK Schemes are held by trustee companies which are separate from the Company.
The latest actuarial valuation of the UK Schemes was carried out by the actuaries as at 12th March 1994, using the projected unit method. The significant actuarial valuation assumptions used were that future investment returns would be 812% per annum, long-term future salary and wage increases would average 512% per annum and pensions would increase at 4% per annum.
At the date of the latest valuation the market value of the assets of the UK Scheme was £1,435 million and the actuarial value of the assets was sufficient to cover 122% of the JSPDBS and 120% of the JSEPS benefits that had accrued to members, allowing for expected future increases in earnings.
The ongoing pension cost in respect of the UK Schemes, incorporating the amortisation of the surplus from the last |
1 | 60009155_0 | 60009155 | J. & J. DYSON P.L.C.
REPORT AND FINANCIAL STATEMENTS 1997
CONTENTS
Directors and Advisers Subsidiary Undertakings Chairman's Statement Group Chief Executive's Report Report of the Directors Report of the Remuneration Committee Corporate Governance Directors' Responsibilities Reports of the Auditors Consolidated Profit and Loss Account Balance Sheets Consolidated Cash Flow Statement Notes to the Financial Statements Five Year Financial Summary Notice of Annual General Meeting
Page 2 2 3
4-6 7-9 10 11 11 12 13 14 15 16-26 27 28
J. & J. Dyson P.L.C. registered number 163096
J. & J. DYSON P.L.C.
1
J. & J. DYSON P.L.C.
DIRECTORS AND ADVISERS
BOARD OF DIRECTORS RICHARD DAVID FIELD, O.B.E., F.C.A., C.B.I.M., Chairman THOMAS MICHAEL O'BRIEN, A.C.I.S., Deputy Chairman and Group Chief Executive JOHN PROCTOR LOMAS, B.Sc.(Tech.), A.C.A. GEOFFREY BRIAN ROBINSON, B.Sc., F.I.Ceram., Non-Executive
Registrars
NEVILLE REGISTRARS LTD. NEVILLE HOUSE 18 LAUREL LANE HALESOWEN WEST MIDLANDS B63 3DA
Bankers
MIDLAND BANK plc
Auditors
WATSON WHEATCROFT CHARTERED ACCOUNTANTS THE ANNEXE THE MANOR HOUSE 260 ECCLESALL ROAD SOUTH SHEFFIELD S11 9UZ
Solicitors
IRWIN MITCHELL ST. PETER'S HOUSE HARTSHEAD SHEFFIELD S1 2EL
Stockbrokers
NICHOLSON BARBER & CO. NEW OXFORD HOUSE BARKERS POOL SHEFFIELD S1 1LE
SUBSIDIARY UNDERTAKINGS
PRINCIPAL SUBSIDIARY UNDERTAKINGS & ACTIVITIES
Dyson Industries Ltd. Refractories for the iron and steel, glass, cement and pottery industries, and domestic ceramics.
D |
1 | 60009155_1 | 60009155 | AS, B.Sc.(Tech.), A.C.A. GEOFFREY BRIAN ROBINSON, B.Sc., F.I.Ceram., Non-Executive
Registrars
NEVILLE REGISTRARS LTD. NEVILLE HOUSE 18 LAUREL LANE HALESOWEN WEST MIDLANDS B63 3DA
Bankers
MIDLAND BANK plc
Auditors
WATSON WHEATCROFT CHARTERED ACCOUNTANTS THE ANNEXE THE MANOR HOUSE 260 ECCLESALL ROAD SOUTH SHEFFIELD S11 9UZ
Solicitors
IRWIN MITCHELL ST. PETER'S HOUSE HARTSHEAD SHEFFIELD S1 2EL
Stockbrokers
NICHOLSON BARBER & CO. NEW OXFORD HOUSE BARKERS POOL SHEFFIELD S1 1LE
SUBSIDIARY UNDERTAKINGS
PRINCIPAL SUBSIDIARY UNDERTAKINGS & ACTIVITIES
Dyson Industries Ltd. Refractories for the iron and steel, glass, cement and pottery industries, and domestic ceramics.
Dytech Corporation Ltd. Catalysts for the refining, petrochemical and gas processing industries.
The Builders Centre (Sheffield) Ltd. Builders merchanting.
Sandygate Motor Services Ltd. Motor vehicles, petrol and service station.
OTHER SUBSIDIARY UNDERTAKINGS
ANKERTRAIL LTD. BEEPART LTD. CAMPBELL & CO. (ROUGHCASTLE) LTD. CERAMIC HOLDINGS LTD. DIAMOND REFRACTORIES LTD. D. DUDDELL LTD. DYTECH INDUSTRIES INC. JAMES DOUGALL & SONS LTD. JOHN KNOWLES & CO. (WOODEN BOX) LTD. MOBBERLEY & PERRY LTD. PICKFORD, HOLLAND & CO. LTD. PRICE-PEARSON HOLDINGS LTD. PRICE-PEARSON REFRACTORIES LTD. THE WHITRIGG FIRECLAY CO. LTD. ZEDTEC GLASS CONDITIONING INC.
All subsidiary undertakings are incorporated and operate in Great Britain, with the exception of Dytech Industries Inc. and Zedtec Glass Conditioning Inc |
1 | 60009155_2 | 60009155 | ytech Corporation Ltd. Catalysts for the refining, petrochemical and gas processing industries.
The Builders Centre (Sheffield) Ltd. Builders merchanting.
Sandygate Motor Services Ltd. Motor vehicles, petrol and service station.
OTHER SUBSIDIARY UNDERTAKINGS
ANKERTRAIL LTD. BEEPART LTD. CAMPBELL & CO. (ROUGHCASTLE) LTD. CERAMIC HOLDINGS LTD. DIAMOND REFRACTORIES LTD. D. DUDDELL LTD. DYTECH INDUSTRIES INC. JAMES DOUGALL & SONS LTD. JOHN KNOWLES & CO. (WOODEN BOX) LTD. MOBBERLEY & PERRY LTD. PICKFORD, HOLLAND & CO. LTD. PRICE-PEARSON HOLDINGS LTD. PRICE-PEARSON REFRACTORIES LTD. THE WHITRIGG FIRECLAY CO. LTD. ZEDTEC GLASS CONDITIONING INC.
All subsidiary undertakings are incorporated and operate in Great Britain, with the exception of Dytech Industries Inc. and Zedtec Glass Conditioning Inc., which are incorporated and operate in the United States of America. All the above subsidiary undertakings are wholly owned.
Dytech Corporation Ltd. has a 50% interest in the issued share capital of Resource International Ltd., a company incorporated and operating in Great Britain.
2
J. & J. DYSON P.L.C.
CHAIRMAN'S STATEMENT
Richard Field
I am very pleased to be able to report a further substantial increase in our turnover and profits in the year ended 31st March 1997. Such results have been achieved against a background of mixed conditions in our core markets. In particular, the advancing strength of Sterling proved to be quite influential in the second half of the year. I have no doubt that our ability to overcome the problems of mixed market conditions together with the strength of Sterling and turn in such an exceptional performance, has much to do with the basic reorganisation of your group carried out in recent years.
Your Board has continued to use its expertise to serve a number of markets, which, in the main, can be described as niche. It is this diversity which is, I believe, our great strength, for it gives us a spread of opportunities offering us both resilience and growth. |
1 | 60009155_3 | 60009155 | ., which are incorporated and operate in the United States of America. All the above subsidiary undertakings are wholly owned.
Dytech Corporation Ltd. has a 50% interest in the issued share capital of Resource International Ltd., a company incorporated and operating in Great Britain.
2
J. & J. DYSON P.L.C.
CHAIRMAN'S STATEMENT
Richard Field
I am very pleased to be able to report a further substantial increase in our turnover and profits in the year ended 31st March 1997. Such results have been achieved against a background of mixed conditions in our core markets. In particular, the advancing strength of Sterling proved to be quite influential in the second half of the year. I have no doubt that our ability to overcome the problems of mixed market conditions together with the strength of Sterling and turn in such an exceptional performance, has much to do with the basic reorganisation of your group carried out in recent years.
Your Board has continued to use its expertise to serve a number of markets, which, in the main, can be described as niche. It is this diversity which is, I believe, our great strength, for it gives us a spread of opportunities offering us both resilience and growth. It also means that we are very much a people company, and with many of our operations being labour intensive, it is no cliché in our case to state that our people are our most important asset. This year it is a real pleasure to report that their efforts have once more been rewarded by another record performance. In these circumstances, your Directors have again recommended an increased final dividend for the year of 3.75 pence per share, making a total for the year of 5.75 pence per share. Subject to the approval of shareholders at our Annual General Meeting, this will be paid on 15th September 1997 to members on the register on 1st August 1997. Your Directors also believe that it is appropriate this year to set aside an amount for our Employee Profit Sharing Scheme, and £125,000 has been allocated from our profits before taxation for
this purpose. With it go my sincere thanks to all our employees for a job well done.
In addition to producing another record result, this has been a significant year for your group, in that, as a result of a shareholder resolution, a special report was commissioned from Rothschilds to examine ways of enhancing shareholder value. The main recommendations of this report were announced to shareholders on 1st May 1997. Not surprisingly |
1 | 60009155_b0 | 60009155 | of Non-voting `A' Ordinary shares are not entitled to receive notice of or to attend and vote at the meeting.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and on a poll to vote instead of him. A proxy need not be a member of the company. A white form of proxy for use by the holders of Ordinary shares and a red form for use by the holders of 6 per cent Cumulative Preference Shares in connection with the Annual General Meeting convened by the above notice are enclosed with this notice.
3. To be effective the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the registered office of the company Griffs Works Stannington Sheffield S6 6BW not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. The completion and return of a form of proxy will not prevent a member from attending and voting in person at the meeting if desired.
4. The following information, which is available for inspection during business hours at the registered office of the company on any weekday from the date of this notice until the date of the Annual General Meeting, will also be available for inspection at the place of the Annual General Meeting from 11.00am on the day of the meeting until the conclusion of the meeting:
(a) Register of interests of Directors in the share capital of the company.
(b) Copies of any contracts of service under which Directors of the company are employed.
5. To be entitled to attend and vote at the meeting (and for the purpose of determination of the number of votes they may cast), members must be entered on the register of members at the close of business on Wednesday 10th September. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote at the adjourned meeting. If the meeting is adjourned for a longer period, members must be entered on the register at a time which is 48 hours before the adjourned meeting or if the company gives notice of the adjourned meeting, at a time specified in that notice.
28
Printed by J. W. Northend Ltd., Clyde Road, Sheffield S8 0TZ
|
1 | 60009155_b1 | 60009155 | more than 5% above the average of the middle market quotations for the class of share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is purchased. (d) the authority hereby granted shall expire at the earlier of fifteen months after the date of the passing of this resolution or the date of the next Annual General Meeting except in relation to the purchase of shares the contract for which was concluded before such date and which is executed wholly or partly after such date. (e) all shares purchased in pursuance of this authority shall be cancelled immediately upon completion of the purchase and the amount of the company's issued share capital shall be reduced by the nominal amount of the shares so purchased.
By Order of the Board RICHARD PATRICK McQUINN LL.B.(Hons.), A.C.I.S. Secretary 15th August 1997
Registered Office: Griffs Works Stannington nr. Sheffield S6 6BW
Notes
1. Only the holders of Ordinary shares of 25p and 6 per cent Cumulative Preference Shares of £1 are entitled to attend or vote in person or by proxy at the Annual General Meeting convened by the above notice. The holders of Non-voting `A' Ordinary shares are not entitled to receive notice of or to attend and vote at the meeting.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and on a poll to vote instead of him. A proxy need not be a member of the company. A white form of proxy for use by the holders of Ordinary shares and a red form for use by the holders of 6 per cent Cumulative Preference Shares in connection with the Annual General Meeting convened by the above notice are enclosed with this notice.
3. To be effective the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the registered office of the company Griffs Works Stannington Sheffield S6 6BW not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. The completion and return of a form of proxy will not prevent a member from attending and voting in person at the meeting if desired.
4. The following information, which is available for inspection during business hours at the registered office of the company on any weekday from the |
1 | 60014683_0 | 60014683 | TRACE COMPUTERS PLC REPORT AND ACCOUNTS 1997
Contents
Directors and Advisers
Trace Computers plc
Page 1
Chairman's Statement
2-3
Group Five Year Summary
4
Review of Operations
5-7
Directors' Report
8-11
Auditors' Reports
12
Consolidated Profit and Loss Account
13
Balance Sheets
14
Consolidated Cashflow Statement
15
Notes to the Consolidated Cashflow Statement
16
Consolidated Statement of Total Recognised Gains and Losses
17
Reconciliation of Movements in Equity Shareholders' Funds
17
Notes to the Financial Statements
18-27
Notice of Meeting
28-29
Directors and Advisers
Trace Computers plc
Directors
John Perry, Chairman Colin Clarke Clive Ingham (non-executive) Peter Stolerman, Finance Director Richard Wolfe
Biography of non-executive director
Clive Ingham was appointed a director of Trace Computers plc on 16th September 1997. He has recently been appointed managing director of Colorgraphic Leicester Limited. From 1996, Clive was president of Moore Europe, a $400million turnover company specialising in computer forms, labels and direct mail systems. For the previous 26 years Clive worked for Unisys. He held vice-president and group general manager positions in Asia, the United States and Europe and in 1992 he was elected a corporate officer of Unisys.
Secretary
Peter Stolerman, FCA
Head office and registered office
224-232 St John Street London EClV 4PH
Financial adviser
Close Brothers Limited 36 Great St. Helen's
London EC3A 6AP
Auditors
Solicitors Bankers Registrars and transfer office
Deloitte & Touche Chartered Accountants Hill House 1 Little New Street London EC4A 3TR
Beachcroft Stanleys 20 Furnival Street London EC4A lBN
National Westminster Bank PLC 21 Lombard Street London EC3P 3AR
IRG plc Balfour House 390-398 High Road Ilford Essex IG1 1OQ
1
Chairman's Statement
|
1 | 60014683_1 | 60014683 | ers plc on 16th September 1997. He has recently been appointed managing director of Colorgraphic Leicester Limited. From 1996, Clive was president of Moore Europe, a $400million turnover company specialising in computer forms, labels and direct mail systems. For the previous 26 years Clive worked for Unisys. He held vice-president and group general manager positions in Asia, the United States and Europe and in 1992 he was elected a corporate officer of Unisys.
Secretary
Peter Stolerman, FCA
Head office and registered office
224-232 St John Street London EClV 4PH
Financial adviser
Close Brothers Limited 36 Great St. Helen's
London EC3A 6AP
Auditors
Solicitors Bankers Registrars and transfer office
Deloitte & Touche Chartered Accountants Hill House 1 Little New Street London EC4A 3TR
Beachcroft Stanleys 20 Furnival Street London EC4A lBN
National Westminster Bank PLC 21 Lombard Street London EC3P 3AR
IRG plc Balfour House 390-398 High Road Ilford Essex IG1 1OQ
1
Chairman's Statement
Trace Computers plc
We have seen a dramatic turnaround and we are well on the way to becoming
a strong and viable systems company.
"...best performance since 1989/90..."
"...shareholders' funds improved by £1.405
million..."
RESULTS In my first Chairman's Statement to you, I said that the group was embarking on a process of fundamental change and that I was optimistic about our prospects for a return to profit. I am pleased to be able to report that the redirection of the company has been largely accomplished and that as a result we are able to report our best performance since 1989/90, the year of our flotation.
As expected, turnover was down £3.26 million at £17.27 million (1996 - £20.53 million). This reduction was almost entirely due to the loss of revenue following the disposals of Proteus and Wordflow. However, the revenues from software, services and maintenance in our on-going core businesses showed a small growth in turnover and, more encouragingly, an increase in operating profit. As a result of increased efficiency and project control, our operating profit was £892,000, an improvement of £1.4 million. |
1 | 60014683_2 | 60014683 |
Trace Computers plc
We have seen a dramatic turnaround and we are well on the way to becoming
a strong and viable systems company.
"...best performance since 1989/90..."
"...shareholders' funds improved by £1.405
million..."
RESULTS In my first Chairman's Statement to you, I said that the group was embarking on a process of fundamental change and that I was optimistic about our prospects for a return to profit. I am pleased to be able to report that the redirection of the company has been largely accomplished and that as a result we are able to report our best performance since 1989/90, the year of our flotation.
As expected, turnover was down £3.26 million at £17.27 million (1996 - £20.53 million). This reduction was almost entirely due to the loss of revenue following the disposals of Proteus and Wordflow. However, the revenues from software, services and maintenance in our on-going core businesses showed a small growth in turnover and, more encouragingly, an increase in operating profit. As a result of increased efficiency and project control, our operating profit was £892,000, an improvement of £1.4 million. Financing costs reduced by £44,000 and our disposal programme generated a profit of £82,000. After a tax charge of £164,000, profits retained for the benefit of shareholders amounted to £471,000, representing earnings per share of 3.35p.
As a result of the return to profit this year and the disposal of Proteus and Wordflow, shareholders' funds improved by £1.405 million. Our net borrowings decreased by £853,000 to £2.166 million, our lowest level since May 1990. Strengthening our balance sheet remains one of our key objectives. Whilst our accounts still reflect a net liability position, I expect this to be eliminated by the end of our next financial year.
In spite of the turnaround in our performance, I recognise that there is still room for considerable improvement, particularly in the area of gross margin. For this reason I feel that we need to further consolidate our financial position before considering the re-introduction of a dividend.
GROUP OPERATIONS Trace Isys, Prospect and our Major Projects division have all built on the profits they generated last year to record increased profits this year. Of particular note is the significant growth in both Trace Isys and Major Projects, both of |
1 | 60014683_3 | 60014683 | Financing costs reduced by £44,000 and our disposal programme generated a profit of £82,000. After a tax charge of £164,000, profits retained for the benefit of shareholders amounted to £471,000, representing earnings per share of 3.35p.
As a result of the return to profit this year and the disposal of Proteus and Wordflow, shareholders' funds improved by £1.405 million. Our net borrowings decreased by £853,000 to £2.166 million, our lowest level since May 1990. Strengthening our balance sheet remains one of our key objectives. Whilst our accounts still reflect a net liability position, I expect this to be eliminated by the end of our next financial year.
In spite of the turnaround in our performance, I recognise that there is still room for considerable improvement, particularly in the area of gross margin. For this reason I feel that we need to further consolidate our financial position before considering the re-introduction of a dividend.
GROUP OPERATIONS Trace Isys, Prospect and our Major Projects division have all built on the profits they generated last year to record increased profits this year. Of particular note is the significant growth in both Trace Isys and Major Projects, both of which recorded increases of more than 50%.
I am encouraged by the performance of Trace Solutions and our Employer Services division (formerly known as our Human Resources division), both of which returned to profit this year. The performance of Trace Solutions should be further improved this year by the release of the new WindowsTM version of TRAMPS, our core property management system which will take us into new areas of the property market.
2
Chairman's Statement
Trace Computers plc
"...our focus on core markets... is the right strategy for Trace..."
"...encouraging start to the new year..."
Our two remaining businesses, Trace Financial and Imaging/Workflow, have yet to contribute to the profit of the group. Trace Financial has made progress in reducing its loss and we expect further improvements in its performance with the release of new modules of Trafic. Imaging/Workflow is an area that we believe has potential and we are continuing to develop both products and technical skills as an investment for the future.
The performance of our businesses this year reinforces our view that our focus on core markets and areas of technical expertise is the right strategy for Trace. Although we have only developed one significant third party alliance, that being with |
1 | 60014683_b0 | 60014683 | shares of 5p each in the capital of the Company ("Ordinary shares") subject to the following restrictions and provisions:-
(i) the maximum number of Ordinary shares hereby authorised to be purchased is 1,081,000 being approximately 71/2% of the issued equity capital of the Company;
(ii) the minimum price which may be paid for an Ordinary share is 5p (exclusive of advance corporation tax and expenses);
(iii) the maximum price which may be paid for an Ordinary share is an amount (exclusive of advance corporation tax and expenses) equal to 105% of the average of the middle market quotations for an Ordinary share as derived from The Stock Exchange Daily Official List for each of the ten dealing days immediately preceding the day on which the Ordinary share is purchased;
(iv) unless previously revoked, varied or renewed this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 1998; and
(v) the Company may make a contract to purchase Ordinary shares under this authority before the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary shares pursuant to any such contract as if the said authority had not expired.
Notes: 1. A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint one or more
proxies to attend and, on a poll, to vote instead of him/her. A proxy for a corporation may vote on a show of hands. A proxy need not be a member of the Company.
2. A form of proxy is enclosed and to be valid must be lodged with the Company's Registrars not later than 48 hours before the time fixed for the meeting.
3. The following documents will be available for inspection at the registered office of the Company on any weekday (except Saturdays, Sundays and Bank Holidays) during normal business hours from the date of this notice until the date of the meeting and at the place of the meeting for a period of 15 minutes prior to the meeting until the conclusion of the meeting.
(i) A statement of transactions of directors (and of their family interests) in the share capital of the Company and any of its subsidiaries.
(ii) Copies of the directors' service agreements with the Company.
By Order of the Board
P. Stolerman Secretary 28th October 1997
29
|
1 | 60014683_b1 | 60014683 | to be held in 1998 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. For the purpose of this resolution "rights issue" means any offer of equity securities to the holders of the Company's Ordinary shares on the Company's register of members on a date fixed by the directors pro rata in proportion (as nearly as may be) to the nominal value of their holdings of Ordinary shares. Any such rights issue shall be subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal to fractional entitlements, or directions from any holders of Ordinary shares to deal in some other manner with their respective entitlement, or legal or practical problems under the laws of, or the requirements of any recognised regulatory body, or any stock exchange, in any territory.
28
Notice of Meeting
Trace Computers plc
8. That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the Act) of Ordinary shares of 5p each in the capital of the Company ("Ordinary shares") subject to the following restrictions and provisions:-
(i) the maximum number of Ordinary shares hereby authorised to be purchased is 1,081,000 being approximately 71/2% of the issued equity capital of the Company;
(ii) the minimum price which may be paid for an Ordinary share is 5p (exclusive of advance corporation tax and expenses);
(iii) the maximum price which may be paid for an Ordinary share is an amount (exclusive of advance corporation tax and expenses) equal to 105% of the average of the middle market quotations for an Ordinary share as derived from The Stock Exchange Daily Official List for each of the ten dealing days immediately preceding the day on which the Ordinary share is purchased;
(iv) unless previously revoked, varied or renewed this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 1998; and
(v) the Company may make a contract to purchase Ordinary shares under this authority before the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary shares pursuant to any such contract as if |
1 | 60015770_0 | 60015770 | GROUP
plc
Report and Accounts
1997
FERRARIS GROUP plc
Ferraris Group plc is a products and services offered group of companies serving the medical products, medical components, precision engineering and instrument markets.
Registered Office Chatteris Engineering Works Chatteris Cambridge PE16 6SA
"Strong order books across the Group with excellent prospects for our medical products, medical components, engineering products and services companies support the Board in its confidence of further significant progress in the current year"
K. M. Baker Chairman
Contents
Financial highlights
2
Financial calendar
2
Directors and advisers
3
Chairman's statement
4
Operations report
6
Directors' report
8
Directors' responsibilities
11
Auditors' report on corporate governance matters 11
Report of the Remuneration Committee
12
Auditors' report
15
Statement of accounting policies
16
Consolidated profit and loss account
17
Balance sheets
18
Consolidated cash flow statement
19
Statement of total recognised gains and losses 20
Notes to financial statements
21
Five year summary
35
Notice of meeting
36
FERRARIS GROUP plc 1997
1
Financial Highlights
Turnover Operating profit Profit before taxation Profit after taxation Profit attributable to shareholders Earnings per share Dividend per share
Financial Calendar
Results
Full year results announced on 19th November 1997
Report and Financial Statements
Posted to shareholders on 19th November 1997
Annual General Meeting
To be held on 11th December 1997
Dividend Payments
Final payable on
20th January 1998
to Shareholders
registered at
2
5th December 1997
1997
£000
20,705 2,002 1,732 1,286 1,286 11.4p 3.2p
1996
£000
19,706 1,771 1,435 1,058 1,060 9.7p 2.8p
Directors
Advisers
Kenneth Michael Baker, O.B.E., M.Sc., C.Eng.
Chairman, member of the Audit Committee and Remuneration |
1 | 60015770_1 | 60015770 | 20
Notes to financial statements
21
Five year summary
35
Notice of meeting
36
FERRARIS GROUP plc 1997
1
Financial Highlights
Turnover Operating profit Profit before taxation Profit after taxation Profit attributable to shareholders Earnings per share Dividend per share
Financial Calendar
Results
Full year results announced on 19th November 1997
Report and Financial Statements
Posted to shareholders on 19th November 1997
Annual General Meeting
To be held on 11th December 1997
Dividend Payments
Final payable on
20th January 1998
to Shareholders
registered at
2
5th December 1997
1997
£000
20,705 2,002 1,732 1,286 1,286 11.4p 3.2p
1996
£000
19,706 1,771 1,435 1,058 1,060 9.7p 2.8p
Directors
Advisers
Kenneth Michael Baker, O.B.E., M.Sc., C.Eng.
Chairman, member of the Audit Committee and Remuneration Committee
Christopher William Childs F.R.S.A.
Deputy Chairman and Group Managing Director
Michael William James, M.B.A., B.A., A.C.M.A.
Financial Director
Auditors
Price Waterhouse Cornwall Court 19 Cornwall Street Birmingham B3 2DT
Honorary President H. W. Childs
Solicitors
Willcox Lane Clutterbuck King Edward House New Street Birmingham B2 4QW
Kevin D'Silva, B.Sc., M.B.A.
Executive Director
Jonathan North, LL.B.
Non-executive Director, Chairman of Audit Committee and Remuneration Committee
Ian Robert Dighé, B.A.
Non-executive Director, member of the Audit Committee and Remuneration Committee
Secretary Michael William James, M.B.A., B.A., A.C.M.A.
Registered Office and Number Ferraris Group plc Chatteris Engineering Works Chatteris Cambridgeshire PE16 6SA Telephone: 01354-692391 Facsimile: 01354-695410 Registered number: 531142
Bankers Lloyds |
1 | 60015770_2 | 60015770 | Committee
Christopher William Childs F.R.S.A.
Deputy Chairman and Group Managing Director
Michael William James, M.B.A., B.A., A.C.M.A.
Financial Director
Auditors
Price Waterhouse Cornwall Court 19 Cornwall Street Birmingham B3 2DT
Honorary President H. W. Childs
Solicitors
Willcox Lane Clutterbuck King Edward House New Street Birmingham B2 4QW
Kevin D'Silva, B.Sc., M.B.A.
Executive Director
Jonathan North, LL.B.
Non-executive Director, Chairman of Audit Committee and Remuneration Committee
Ian Robert Dighé, B.A.
Non-executive Director, member of the Audit Committee and Remuneration Committee
Secretary Michael William James, M.B.A., B.A., A.C.M.A.
Registered Office and Number Ferraris Group plc Chatteris Engineering Works Chatteris Cambridgeshire PE16 6SA Telephone: 01354-692391 Facsimile: 01354-695410 Registered number: 531142
Bankers Lloyds Bank Plc PO Box 22 30 High Street Coventry CV1 5RA
Merchant Bankers Singer and Friedlander Limited 21 New Street, London EC2M 4HR
Stockbrokers Peel, Hunt & Company Limited 62 Threadneedle Street London EC2R 8HP
Registrars and Transfer Office Royal Bank of Scotland plc Registrars Department PO Box 82 Caxton House Redcliffe Way Bristol BS99 7NH
FERRARIS GROUP plc 1997
3
Chairman's Statement
THE BOARD IS DELIGHTED to announce
Throughout the Group, personnel training and
that 1997 was another consecutive period of
the upgrading of management skills remained a
strong and profitable growth for the Ferraris
high priority.
Group.
FINANCIAL PERFORMANCE
During the year ended 31st August 1997 Group turnover, operating profit and margins, pre-tax profit and earnings per share all advanced to record levels with accompanying improvements in other areas.
Group profit before taxation for the year ended 31st August 1997 amounted to £1,732,300 compared with £1,434,600 in the prior year, an increase of 21%.
Group turnover |
1 | 60015770_3 | 60015770 | Bank Plc PO Box 22 30 High Street Coventry CV1 5RA
Merchant Bankers Singer and Friedlander Limited 21 New Street, London EC2M 4HR
Stockbrokers Peel, Hunt & Company Limited 62 Threadneedle Street London EC2R 8HP
Registrars and Transfer Office Royal Bank of Scotland plc Registrars Department PO Box 82 Caxton House Redcliffe Way Bristol BS99 7NH
FERRARIS GROUP plc 1997
3
Chairman's Statement
THE BOARD IS DELIGHTED to announce
Throughout the Group, personnel training and
that 1997 was another consecutive period of
the upgrading of management skills remained a
strong and profitable growth for the Ferraris
high priority.
Group.
FINANCIAL PERFORMANCE
During the year ended 31st August 1997 Group turnover, operating profit and margins, pre-tax profit and earnings per share all advanced to record levels with accompanying improvements in other areas.
Group profit before taxation for the year ended 31st August 1997 amounted to £1,732,300 compared with £1,434,600 in the prior year, an increase of 21%.
Group turnover at £20,704,700 was up 5% on
Cash flow from operations and net cash flow
the 1996 turnover of £19,705,800. Turnover
before financing were both positive and gearing improved by over £1 million in the Medical
was reduced.
Products and Components division and by
No significant acquisitions were made in the year but investment in new machinery, product development and new products continued at levels well above last year.
£516,100 in the Engineering division. However, turnover reduced by £543,700 in the Instruments division due to a large one off order from a European retailer received in 1996 which was not replaced in the following
The strength of sterling against the US dollar
year.
and German mark has had some effect on the consolidated results of the Group in the period under review. 1997 turnover would have been some £800,000 higher at 1996 exchange rates. Pre-tax profit was also reduced by approximately £80,000 and net assets were written down by £262,600.
Earnings per share were 11.4p compared with 9.7p for 1996, an increase of 17.5%.
Cash flow from operations was marginally higher |
1 | 60015770_b0 | 60015770 | or agreement which would or might require equity securities to be allotted after this power expires and the directors may allot equity securities pursuant to any such offer or agreement.''
6 To adopt the following resolution as an ordinary resolution:
By order of the Board M. W. James
"in substitution for any previous authority, the
Secretary
directors be hereby generally and unconditionally
Chatteris Engineering Works, Chatteris,
authorised, in accordance with section 80 of the
Cambridgeshire, PE16 6SA
Companies Act 1985 ("the Act"), to allot relevant securities (as defined in that section) up to a
19th November 1997
maximum aggregate nominal amount of relevant
securities of £548,798, and this authority will
(unless renewed) expire five years from the date on
which this resolution is passed, but the Company
may before this authority expires make an offer or
agreement which would or might require relevant
NOTES
securities to be allotted after this authority expires."
1. A member of the Company entitled to attend and vote is entitled to appoint one or more proxies to attend and on a poll vote instead of the member. A proxy need not
be a member of the Company.
7 To adopt the following resolution as a special resolution:
2. A form of proxy is enclosed for use at the meeting, and if used, it should be completed, signed and returned so as to be received by the Company's registrars not less
``that the directors having been generally authorised
than 48 hours before the meeting.
for the purposes of section 80 of the Act be hereby given power in accordance with section 95
Inspection of Documents Copies of the service contracts of the directors of the Company, will be available for inspection at the
of the Act to allot equity securities (within the
Company's registered office during normal business hours
meaning of section 95 of the Act) as if section 89(1) of the Act did not apply to the allotment,
on each weekday (Saturdays and public holidays excepted) from the date of this notice to the close of the meeting and also at the place of the meeting fifteen minutes prior
provided that this power is limited to:
36
to and during the meeting.
GROUP
plc
|
1 | 60015770_b1 | 60015770 | To re-elect M. W. James as a director upon his retirement by rotation.
4 To elect K. D'Silva as a director following his appointment during the year.
5 To re-appoint Price Waterhouse as auditors of the company and to authorise the directors to determine their remuneration.
(i) the allotment of equity securities in connection with an offer (whether by way of a rights issue, open offer or otherwise) to the holders of ordinary shares of the Company in proportion (as nearly as may be) to their respective holdings of ordinary shares, subject only to exclusions or other arrangements which the directors may deem necessary or expedient to deal with fractional entitlements, legal or practical problems arising in any overseas territory or the requirements of any regulatory body or stock exchange in any territory; and
(ii) the allotment (otherwise than under paragraph (i) above) of equity securities up to an aggregate nominal amount of £141,310.
and will (unless renewed) expire fifteen months after the date of the passing of this resolution or at the conclusion of the 1998 annual general meeting of the Company, whichever first occurs, but the Company may, before this power expires, make an offer or agreement which would or might require equity securities to be allotted after this power expires and the directors may allot equity securities pursuant to any such offer or agreement.''
6 To adopt the following resolution as an ordinary resolution:
By order of the Board M. W. James
"in substitution for any previous authority, the
Secretary
directors be hereby generally and unconditionally
Chatteris Engineering Works, Chatteris,
authorised, in accordance with section 80 of the
Cambridgeshire, PE16 6SA
Companies Act 1985 ("the Act"), to allot relevant securities (as defined in that section) up to a
19th November 1997
maximum aggregate nominal amount of relevant
securities of £548,798, and this authority will
(unless renewed) expire five years from the date on
which this resolution is passed, but the Company
may before this authority expires make an offer or
agreement which would or might require relevant
NOTES
securities to be allotted after this authority expires."
1. A member of the Company entitled to attend and vote is entitled to appoint one or more proxies to attend and on a poll |
1 | 60016974_0 | 60016974 | Directors' Report & Accounts
for the year to 31 August 1997
1 Operating and Financial Review 7 Statement of Directors' Responsibilities
and Reports of the Auditor 8 Accounting Policies 9 Group Profit and Loss Account 10 Group Balance Sheet 11 Group Cash Flow Statement 13 Parent Company Balance Sheet 14 Notes to the Accounts 34 Five Year Review 35 Report of the Directors 37 Corporate Governance 39 Report of the Remuneration Committee 47 Spirits & Wine Interests 48 Retailing and Other Interests
Operating and Financial Review
Allied Domecq had two overriding objectives for the year ended 31 August 1997: to improve financial performance and to drive forward the organic growth of the business on the basis of brand development and efficiency gains. Against a background of tough markets and adverse currency movements, good progress has been made.
Spirits & Wine Spirits & Wine accounts for 58 per cent of the group's trading profit. Its strategy is to develop core premium brands through focused marketing in key markets, to build cooperative customer relationships based on high service standards, and to operate with increasing efficiency from the lowest possible capital base. Significant advances were made in all three respects last year.
Spirits & Wine trading profit (by destination)
10% Rest of World
43% Americas
47% Europe
Turnover, Trading Profit and Margins At constant exchange rates profits were up 6 per cent, although taking account of a negative currency translation impact of £29 million reported profit was down by 1 per cent. The underlying rise came about as a result of increased overall volumes (up 1 per cent), an improved sales mix, price increases and cost savings. These factors offset the impact of increased marketing costs, action to reduce USA distributor stocks of secondary brands and lower bulk sales. Margins improved from 15.5 per cent to 16.3 per cent.
Spirits market conditions remained testing and our ability to raise prices was severely restricted.
Marketing Direct brand marketing expenditure increased by 5 per cent, at constant exchange rates, to £312 million. Marketing strategy is to focus investment on major brands in key markets and particular attention is being paid to raising the effectiveness of marketing through better analysis of brand equities and trade channels and through a more innovative approach. Spend on the 15 priority brand/market combinations (BMC's) was increased by 22 per cent.
Ballantine's, the largest profit earning brand, has been effectively marketed to young adult consumers through Urban High events in major European cities.
In the USA |
1 | 60016974_1 | 60016974 | 43% Americas
47% Europe
Turnover, Trading Profit and Margins At constant exchange rates profits were up 6 per cent, although taking account of a negative currency translation impact of £29 million reported profit was down by 1 per cent. The underlying rise came about as a result of increased overall volumes (up 1 per cent), an improved sales mix, price increases and cost savings. These factors offset the impact of increased marketing costs, action to reduce USA distributor stocks of secondary brands and lower bulk sales. Margins improved from 15.5 per cent to 16.3 per cent.
Spirits market conditions remained testing and our ability to raise prices was severely restricted.
Marketing Direct brand marketing expenditure increased by 5 per cent, at constant exchange rates, to £312 million. Marketing strategy is to focus investment on major brands in key markets and particular attention is being paid to raising the effectiveness of marketing through better analysis of brand equities and trade channels and through a more innovative approach. Spend on the 15 priority brand/market combinations (BMC's) was increased by 22 per cent.
Ballantine's, the largest profit earning brand, has been effectively marketed to young adult consumers through Urban High events in major European cities.
In the USA previous underspending on brand marketing has been reversed. Expenditure on Kahlua, which is being advertised on TV for the first time, nearly doubled.
Spirits & Wine brand results
Sales to third parties
6
Million case sales
+1%
5
4.9
4
3
+24%
+9%
2.3
+3%
2.2
2
2.0
1
Ballantine's Kahlua
Beefeater Sauza
Excluding the impact of prior year USA destocking on comparative figures, volume for the four brands in total was 4 per cent ahead.
Major Brands/Markets Sales volumes for the 15 priority BMC's were 8 per cent up, although this figure reflects a one off benefit following destocking of the trade in the USA during 1996. Adjusting for this factor, underlying volumes were 4 per cent ahead and there were early signs of benefits coming through from increased marketing activity.
Ballantine's increased sales volumes by 1 per cent with premium varieties growing by 19 per cent: there was an 8 per cent increase in Spain and volumes in France and Germany also rose. |
1 | 60016974_2 | 60016974 | previous underspending on brand marketing has been reversed. Expenditure on Kahlua, which is being advertised on TV for the first time, nearly doubled.
Spirits & Wine brand results
Sales to third parties
6
Million case sales
+1%
5
4.9
4
3
+24%
+9%
2.3
+3%
2.2
2
2.0
1
Ballantine's Kahlua
Beefeater Sauza
Excluding the impact of prior year USA destocking on comparative figures, volume for the four brands in total was 4 per cent ahead.
Major Brands/Markets Sales volumes for the 15 priority BMC's were 8 per cent up, although this figure reflects a one off benefit following destocking of the trade in the USA during 1996. Adjusting for this factor, underlying volumes were 4 per cent ahead and there were early signs of benefits coming through from increased marketing activity.
Ballantine's increased sales volumes by 1 per cent with premium varieties growing by 19 per cent: there was an 8 per cent increase in Spain and volumes in France and Germany also rose. Volumes were 29 per cent lower in Italy however and also weak in Greece as a result of deliberate one off price increases designed to produce a consistent price structure across Europe. Sales of Beefeater were 3 per cent up, although there was a sharp drop in the UK again price related.
Kahlua depletions in the USA, its prime market, increased by 5 per cent. Sauza increased volumes by 9 per cent in Mexico, where it is market leader, and 12 per cent in the USA. Other significant brands include Courvoisier, up 7 per cent, Canadian Club, down 1 per cent, and Teacher's which maintained volume. Of the major local brands, DYC whisky increased volumes by 4 per cent but in Mexico there were falls in Presidente, down 11 per cent, and Don Pedro, down 6 per cent.
ALLIED DOMECQ 1
Operating and Financial Review
Spirits & Wine volume
trends by category
7 +6%
+2%
+4% 3.5
Brandy
0
Whisky Liqueurs
White Spirits
3.5
Overall, sales in the Americas to distributors were 7 |
1 | 60016974_3 | 60016974 | Volumes were 29 per cent lower in Italy however and also weak in Greece as a result of deliberate one off price increases designed to produce a consistent price structure across Europe. Sales of Beefeater were 3 per cent up, although there was a sharp drop in the UK again price related.
Kahlua depletions in the USA, its prime market, increased by 5 per cent. Sauza increased volumes by 9 per cent in Mexico, where it is market leader, and 12 per cent in the USA. Other significant brands include Courvoisier, up 7 per cent, Canadian Club, down 1 per cent, and Teacher's which maintained volume. Of the major local brands, DYC whisky increased volumes by 4 per cent but in Mexico there were falls in Presidente, down 11 per cent, and Don Pedro, down 6 per cent.
ALLIED DOMECQ 1
Operating and Financial Review
Spirits & Wine volume
trends by category
7 +6%
+2%
+4% 3.5
Brandy
0
Whisky Liqueurs
White Spirits
3.5
Overall, sales in the Americas to distributors were 7 per cent ahead and depletions from distributors into the retail trade a better measure of the underlying trend were up 2 per cent. Volumes in Mexico were 2 per cent lower but there was strong growth in Brazil. In other markets, Asia Pacific volumes increased by 12 per cent and duty free by 8 per cent.
Prices Overall price increases were between 1 per cent and 2 per cent. Increases were achieved for a number of major brands and price support was reduced by 26 per cent at constant exchange rates to £70 million. The key to future price increases will be the building of stronger brand equities and the development of customer relationships. There is gradual improvement in both respects.
6%
7
Retailing trading profit (by activity)
20% Franchising
74% Pubs
6% Victoria Wine
Costs The programme to improve efficiencies through the supply chain from production to final distribution has continued. 1997 results benefited from £26 million of cost savings. Numbers employed reduced by 6 per cent on a like for like basis to 10,879.
There were benefits from lower cereal and packaging costs and further net reductions in the number of stock keeping units (SKU's). Thirty |
1 | 60016974_b0 | 60016974 | Croatia, Czech Republic, Denmark, Finland, Greece, Hong Kong, Hungary, Iceland, India, Italy, Jamaica, Malaysia, New Zealand, Norway, The Philippines, Poland, Russia, Singapore, Slovenia, Sweden, Switzerland, Taiwan, Thailand, Venezuela and Vietnam.
ALLIED DOMECQ 47
Retailing
ALLIED DOMECQ RETAILING LIMITED*, BURTON-ON-TRENT
PRINCIPAL SUBSIDIARIES
Public House Retailing Allied Domecq Leisure Limited
Country of Operation
UK
Equity Interest (%)
100
Allied Domecq Inns Limited
UK
100
Food Service Allied Domecq Retailing (USA) Allied Domecq Retailing (International) Off Licences The Victoria Wine Company Limited
*Subsidiary undertaking of Allied Domecq PLC
USA
100
Worldwide
100
outside USA
UK, France,
100
Czech Republic
Principal brands and products
Big Steak Pub, Wacky Warehouse, Firkin, Scruffy Murphy's, quality pubs, young venues and nightclubs Mr. Q's, Festival Ale Houses, Tetley, Ansells, Benskins, Friary Meux, ABC, Halls, Ind Coope, Taylor Walker, Nicholsons, Alloa Pubs and Restaurants and Vanguard Leases
Baskin-Robbins ice cream, Dunkin' Donuts, Togo's Eateries (sandwiches) Baskin-Robbins ice cream, Dunkin' Donuts, John Bull Pubs, Victoria Wine
Victoria Wine, Victoria Wine Cellars, Haddows, The Firkin Off Licence, Martha's Vineyard
Other Interests
These comprise the group's investment in Britannia Soft Drinks Limited (25% equity interest), Allied Breweries Overseas Trading Limited (100% equity interest) and Panrico (50% equity interest).
48 ALLIED DOMECQ
Allied Domecq PLC 24 Portland Place London W1N 4BB United Kingdom Registered number: 689729
Telephone: 0171 323 9000 Internet http://www.allieddomecqplc.com
Designed and produced by Pauffley Photographed by Julian Calder Typeset by Real Time Studio Printed in England by Litho-Tech Colour Printers
|
1 | 60016974_b1 | 60016974 | efeater, Teacher's, Harveys, Cockburn's, Courvoisier, Kahlua
Ballantine's, Beefeater, Long John, Courvoisier, Kahlua
Ballantine's, Courvoisier, Teacher's, Tia Maria, Cockburn's, Olifant Genever, La Chasse du Pape
Carlos I, Carlos III, Fundador, Centenario, Ballantine's, Beefeater, Anis La Castellana, DYC whisky, Doble V, La Ina
Ballantine's, Teacher's, Long John, Glendronach, Laphroaig whiskies
Beefeater, Crown Jewel, Lamb's rums
Harveys sherries
Courvoisier 3 star, VSOP, Napoleon, XO cognacs
Cockburn's ports
Ballantine's, Courvoisier, Kahlua, Canadian Club, Beefeater
*Subsidiary undertaking of Allied Domecq PLC **The group has a 51.61 per cent voting interest in this company
This sector also has companies/investments in a number of other countries including Argentina, Australia, Austria, Brazil, Chile, China, Columbia, Croatia, Czech Republic, Denmark, Finland, Greece, Hong Kong, Hungary, Iceland, India, Italy, Jamaica, Malaysia, New Zealand, Norway, The Philippines, Poland, Russia, Singapore, Slovenia, Sweden, Switzerland, Taiwan, Thailand, Venezuela and Vietnam.
ALLIED DOMECQ 47
Retailing
ALLIED DOMECQ RETAILING LIMITED*, BURTON-ON-TRENT
PRINCIPAL SUBSIDIARIES
Public House Retailing Allied Domecq Leisure Limited
Country of Operation
UK
Equity Interest (%)
100
Allied Domecq Inns Limited
UK
100
Food Service Allied Domecq Retailing (USA) Allied Domecq Retailing (International) Off Licences The Victoria Wine Company Limited
*Subsidiary undertaking of Allied Domecq PLC
USA
100
Worldwide
100
outside USA
UK, France,
100
Czech Republic
Principal brands and products
Big Steak Pub, Wacky Warehouse, Firkin, Scruffy Murphy's, quality pubs, young venues and nightclubs Mr. Q's, Festival Ale |
1 | 60017056_0 | 60017056 | Report & Accounts 1997
Contents
1 Report of the directors 5 Corporate governance 7 Report by the auditors on corporate governance 8 Remuneration Committee report 12 Directors' interests in shares 13 Operating and financial review 29 Five-year financial summary 30 Statement of directors' responsibilities 30 Report of the auditors 31 Accounting policies 34 Consolidated profit and loss account 36 Consolidated balance sheet 38 Balance sheet the company 39 Statement of total recognised gains and losses 39 Note of historical cost profits and losses 39 Reconciliation of movements in shareholders' funds 40 Cash flow statement 41 Notes on the accounts 72 Financial analyses 79 Principal UK and overseas offices
Report of the directors
The directors have pleasure in presenting their report together with the audited accounts for the year ended 30th September 1997.
Profit and dividends The profit attributable to the ordinary shareholders of the company amounted to £457 million (after preference dividends of £53 million see Note 8 on page 43) as set out in the consolidated profit and loss account on pages 34 and 35.
An interim dividend of 6.2p per ordinary share was paid on 18th July 1997 at a cost of £48 million. The directors now recommend that a final dividend of 15.2p per ordinary share be paid on 19th February 1998 to members on the register at the close of business on 12th December 1997, absorbing £131 million. If this recommendation is approved by the shareholders at the annual general meeting on 15th January 1998, the retained profit for the year will amount to £278 million.
Subject to the approval of shareholders at the annual general meeting, shareholders will be offered the choice of taking ordinary shares in lieu of cash in respect of the final dividend.
Turnover For details of turnover attributable to non-banking business see Note 48 on the accounts on page 68.
Activities and business review The company is a holding company owning the entire issued ordinary share capital of The Royal Bank of Scotland plc (the "Bank"), the direct operating subsidiary undertaking of the company. The "Group" comprises the company, the Bank and its subsidiary and associated undertakings. The Bank and its subsidiary undertakings are engaged principally in providing a comprehensive range of banking, insurance and other financial services. A review of the business for the year ended 30th September 1997, of recent events, and of likely future developments is contained in the Annual Review and Summary Financial Statement.
Annual report on Form 20-F An annual report on Form 20-F is being filed with the Securities and Exchange |
1 | 60017056_1 | 60017056 | February 1998 to members on the register at the close of business on 12th December 1997, absorbing £131 million. If this recommendation is approved by the shareholders at the annual general meeting on 15th January 1998, the retained profit for the year will amount to £278 million.
Subject to the approval of shareholders at the annual general meeting, shareholders will be offered the choice of taking ordinary shares in lieu of cash in respect of the final dividend.
Turnover For details of turnover attributable to non-banking business see Note 48 on the accounts on page 68.
Activities and business review The company is a holding company owning the entire issued ordinary share capital of The Royal Bank of Scotland plc (the "Bank"), the direct operating subsidiary undertaking of the company. The "Group" comprises the company, the Bank and its subsidiary and associated undertakings. The Bank and its subsidiary undertakings are engaged principally in providing a comprehensive range of banking, insurance and other financial services. A review of the business for the year ended 30th September 1997, of recent events, and of likely future developments is contained in the Annual Review and Summary Financial Statement.
Annual report on Form 20-F An annual report on Form 20-F is being filed with the Securities and Exchange Commission (the "SEC") in the USA and copies will be available in February 1998 on request from the secretary (telephone: 0131 523 4431). Much of the detailed financial information therein is shown in the accounts and subsequent financial analyses.
Corporate structure Details of the principal subsidiary undertakings of the company are shown on page 49. On 6th November 1996, Citizens Financial Group, Inc. ("Citizens") completed the acquisition of Farmers and
Mechanics Bank for US$53 million cash. On 19th December 1996, Citizens sold US$5.0 billion of its third party mortgage servicing business, held by its
wholly owned subsidiary Citizens Mortgage Corporation, for US$89 million cash and on 27th January 1997 it sold the remaining US$3.8 billion for US$58 million cash. The pre-tax gain on sale of US$45 million (£28 million) has been credited to the consolidated profit and loss account as an exceptional item.
On 13th February 1997, the Group announced its agreement to establish a joint venture in financial services with Tesco PLC, the UK's leading supermarket group. The new venture, Tesco Personal Finance Group Limited, allies the strengths of the Bank, Direct Line Insurance plc and |
1 | 60017056_2 | 60017056 | Commission (the "SEC") in the USA and copies will be available in February 1998 on request from the secretary (telephone: 0131 523 4431). Much of the detailed financial information therein is shown in the accounts and subsequent financial analyses.
Corporate structure Details of the principal subsidiary undertakings of the company are shown on page 49. On 6th November 1996, Citizens Financial Group, Inc. ("Citizens") completed the acquisition of Farmers and
Mechanics Bank for US$53 million cash. On 19th December 1996, Citizens sold US$5.0 billion of its third party mortgage servicing business, held by its
wholly owned subsidiary Citizens Mortgage Corporation, for US$89 million cash and on 27th January 1997 it sold the remaining US$3.8 billion for US$58 million cash. The pre-tax gain on sale of US$45 million (£28 million) has been credited to the consolidated profit and loss account as an exceptional item.
On 13th February 1997, the Group announced its agreement to establish a joint venture in financial services with Tesco PLC, the UK's leading supermarket group. The new venture, Tesco Personal Finance Group Limited, allies the strengths of the Bank, Direct Line Insurance plc and Scottish Widows Fund and Life Assurance Society ("Scottish Widows") with Tesco's excellent relationship with its customers.
On 4th March 1997, Citizens completed the acquisition of Grove Bank for US$87 million cash. On 24th March 1997, the Group confirmed the acquisition of the Custody and Investor Services Division together with the related treasury and banking business of S.G.Warburg & Co. Ltd. and certain assets used in that business owned by Mercury Asset Management Group plc. On 31st March 1997, the Group completed the disposal of its 100% interest in The Royal Bank of Scotland AG to Banque de Depots of Switzerland. On 8th April 1997, Citizens agreed to acquire BNH Bancshares, Inc., based in Connecticut, for US$57 million cash and this acquisition was completed on 28th August 1997.
1 The Royal Bank of Scotland Group plc
Report of the directors continued
On 6th May 1997, the Group completed the acquisition of 9,800,000 ordinary shares of £1 each, representing the minority interest of 20% in the issued ordinary share capital of Royal Scottish Assurance plc, from Scottish Equitable plc.
On 12th May 1997, the Group completed the sale |
1 | 60017056_3 | 60017056 | Scottish Widows Fund and Life Assurance Society ("Scottish Widows") with Tesco's excellent relationship with its customers.
On 4th March 1997, Citizens completed the acquisition of Grove Bank for US$87 million cash. On 24th March 1997, the Group confirmed the acquisition of the Custody and Investor Services Division together with the related treasury and banking business of S.G.Warburg & Co. Ltd. and certain assets used in that business owned by Mercury Asset Management Group plc. On 31st March 1997, the Group completed the disposal of its 100% interest in The Royal Bank of Scotland AG to Banque de Depots of Switzerland. On 8th April 1997, Citizens agreed to acquire BNH Bancshares, Inc., based in Connecticut, for US$57 million cash and this acquisition was completed on 28th August 1997.
1 The Royal Bank of Scotland Group plc
Report of the directors continued
On 6th May 1997, the Group completed the acquisition of 9,800,000 ordinary shares of £1 each, representing the minority interest of 20% in the issued ordinary share capital of Royal Scottish Assurance plc, from Scottish Equitable plc.
On 12th May 1997, the Group completed the sale of 14,700,000 ordinary shares of £1 each in the ordinary share capital of Royal Scottish Assurance plc, representing 30% of its issued ordinary share capital, to Scottish Widows. As a result, the Group holds 70% of the ordinary share capital of Royal Scottish Assurance plc.
On 1st July 1997, the Group completed the sale of 7,500,000 ordinary shares of £1 each in Direct Line Life Holdings Limited, representing 50% of its issued ordinary share capital, to Scottish Widows.
On 12th August 1997, the Group and Birmingham Midshires Building Society ("Birmingham Midshires") agreed terms under which the Bank will acquire the business of Birmingham Midshires, subject to the completion of due diligence, member and regulatory approvals and certain other conditions.
Ordinary share capital During the year, the ordinary share capital was increased by the issue as follows of: (a) 7,156,504 ordinary shares allotted as a result of the exercise of options under the company's executive and
sharesave schemes; (b) 3,389,797 ordinary shares in lieu of cash dividends; and (c) on 13th August 1997, the Group announced that it had agreed to place 33,359 |
1 | 60017056_b0 | 60017056 | .4 61.4 137.7 262.8 310.8
860.1
1.0 9.1 7.2 16.0 30.6 36.1
100.0
Shareholder information
Annual general meeting
Interim results Final results Dividends Payment dates:
*Ordinary shares (1997 Final) Ordinary shares (1998 Interim) Cumulative preference shares Series B, C, D, E and F non-cumulative dollar preference shares
Ex-dividend dates: *Ordinary shares (1997 Final) Cumulative preference shares
Record dates: *Ordinary shares (1997 Final) Cumulative preference shares
15th January 1998 at 12 noon, Edinburgh International Conference Centre, The Exchange, Morrison Street, Edinburgh 7th May 1998 3rd December 1998
19th February 1998 17th July 1998 31st December 1997, 29th May and 31st December 1998
31st March, 30th June, 30th September and 31st December 1998
8th December 1997 1st December 1997
12th December 1997 5th December 1997
*If the necessary approval for the payment of the final dividend is obtained from shareholders at the annual general meeting on 15th January 1998 and if shareholders resolve to renew the directors' authority, as an alternative to cash, a scrip dividend election will be offered and shareholders will receive details of this by letter after that date.
Capital gains tax The market value of one ordinary share held at 31st March 1982 was £1.03. After adjusting for the 1st March 1985 rights issue and the 1st September 1989 capitalisation issue, the adjusted 31st March 1982 base value of one current ordinary share held currently is £0.4976. When disposing of shares, shareholders are also entitled to indexation relief, which is calculated on the 31st March 1982 value, on the cost of subsequent purchases from the date of purchase and on the subscription for rights from the date of that payment. Further adjustments must be made where a shareholder has chosen to receive shares instead of cash for dividends.
Published by The Royal Bank of Scotland Group plc. Designed by Tor Pettersen & Partners Ltd. Printed by Pillans & Wilson Greenaway Edinburgh, Glasgow, London, Manchester, and Stroud. The cover and text pages are printed on Mega Matt paper which is made from 50% recycled and 50% chlorine-free pulp from countries which operate an intensive tree replanting policy.
25
|
1 | 60017056_b1 | 60017056 | 4924
Registered office 36 St. Andrew Square Edinburgh EH2 2YB Telephone: 0131-556 8555
Auditors Coopers & Lybrand Chartered Accountants and Registered Auditors Edinburgh
24
Analyses of ordinary shareholders
Individuals Banks and nominee companies Investment trusts Insurance companies Other companies Pension trusts Other corporate bodies
shareholdings
41,089 7,058 109 17 920 17 402
49,612
millions
110.6 624.7
2.6 11.1 12.1
6.7 92.3
860.1
% of total
12.9 72.6
0.3 1.3 1.4 0.8 10.7
100.0
Range of shareholdings: 10,000,00110,001,000 10,001,00110,010,000 10,010,00110,100,000 11,100,00111,000,000 11,000,00110,000,000 10,000,001 and over
21,699 24,808
2,569 429 97 10
49,612
9.0 78.4 61.4 137.7 262.8 310.8
860.1
1.0 9.1 7.2 16.0 30.6 36.1
100.0
Shareholder information
Annual general meeting
Interim results Final results Dividends Payment dates:
*Ordinary shares (1997 Final) Ordinary shares (1998 Interim) Cumulative preference shares Series B, C, D, E and F non-cumulative dollar preference shares
Ex-dividend dates: *Ordinary shares (1997 Final) Cumulative preference shares
Record dates: *Ordinary shares (1997 Final) Cumulative preference shares
15th January 1998 at 12 noon, Edinburgh International Conference Centre, The Exchange, Morrison Street, Edinburgh 7th May 1998 3rd December 1998
19th February 1998 17th July 1998 31st December 1997, 29th May and 31st December 1998
31st March, 30th June, 30th September and 31st December 1998
8th December 1997 1st December 1997
12th December 1997 5th December 1997
*If the necessary approval for the payment of the final dividend is obtained from shareholders at the annual general meeting on 15th January 1998 and if |
1 | 60017572_0 | 60017572 | Tate & Lyle Annual Report 1997
A world leader in sweeteners and starches
Annual Report 1997
TATE & LYLE PLC is a global sugar, cereal sweetener and starch processing group. The Group is a world leader in its chosen field. TATE & LYLE is committed to the growth of the business and the enhancement of shareholder value through constant improvements in processing methods, product and market innovation, and geographical expansion by acquisition and investment. The Group extends its interests through an international network of subsidiaries, partnerships and affiliations.
Contents About Tate & Lyle 1 Chairman's Statement 2 Chief Executive's Review 4 Operating and Financial Review 14 Ten Year Review 22 Tate & Lyle in the Community 24 Key Management 25 Board of Directors 26
Directors' Report 28 Remuneration and Appointments Committee Report 30 Directors' Responsibilities, Corporate Governance and Auditors' Report 36 Financial Statements 37 Main Subsidiaries and Investments 63 Information for Investors 66 Notice of Annual General Meeting 68
Front cover: Vietnamese contractors working on the engineering workshop, part of the new cane sugar mill in Nghe An Province, Vietnam which will crush 6,000 tonnes of cane per day.
Designed and produced by Pauffley, London. Printed by Pillans & Wilson Greenaway, Edinburgh
Addresses
Registered Office Sugar Quay, Lower Thames Street London EC3R 6DQ Tel: 0171 626 6525 Fax: 0171 623 5213
Web Site http://www.tate-lyle.co.uk.
Share Registrar Lloyds Bank Registrars (Team 54) The Causeway, Worthing West Sussex BN99 6DA Tel: 01903 833072 Fax: 01903 833371
ADR Depositary The Bank of New York, Investor Relations Department 101 Barclay Street 11th Floor New York, NY 10286 Tel: 1 800 524 4458
North American Contact for Annual Reports Taylor Rafferty Associates, Inc. 205 Lexington Avenue New York, NY 10016-6022 Tel: (212) 889 4350 Fax: (212) 683 2614
Stockbrokers Hoare Govett Corporate Finance Limited 4 Broadgate, London EC2M 7LE Tel: 0171 601 0101 Fax: 0171 374 7645
PEP Manager Bradford & Bingley (PEPs) Limited PO Box 1, Taunton Street |
1 | 60017572_1 | 60017572 | ffley, London. Printed by Pillans & Wilson Greenaway, Edinburgh
Addresses
Registered Office Sugar Quay, Lower Thames Street London EC3R 6DQ Tel: 0171 626 6525 Fax: 0171 623 5213
Web Site http://www.tate-lyle.co.uk.
Share Registrar Lloyds Bank Registrars (Team 54) The Causeway, Worthing West Sussex BN99 6DA Tel: 01903 833072 Fax: 01903 833371
ADR Depositary The Bank of New York, Investor Relations Department 101 Barclay Street 11th Floor New York, NY 10286 Tel: 1 800 524 4458
North American Contact for Annual Reports Taylor Rafferty Associates, Inc. 205 Lexington Avenue New York, NY 10016-6022 Tel: (212) 889 4350 Fax: (212) 683 2614
Stockbrokers Hoare Govett Corporate Finance Limited 4 Broadgate, London EC2M 7LE Tel: 0171 601 0101 Fax: 0171 374 7645
PEP Manager Bradford & Bingley (PEPs) Limited PO Box 1, Taunton Street Shipley, West Yorkshire BD18 3YR Tel: 01274 555700
Our products
Sugar Sugar cane is milled around the tropics to produce raw and white sugar. Raw cane sugar is refined at plants in five continents. Our factories produce white sugar from sugar beet in North America and Europe. A wide range of sugar products for table top and industrial use in foodstuffs and beverages is produced mainly for local consumption. We also trade in sugar and supply equipment to the sugar industry.
Cereal Sweeteners Maize and wheat are converted into starch and products such as maltodextrin, dextrose, fructose, glucose, high fructose corn syrup and potable alcohol. These products are used in the brewing and soft drinks industry, baking and confectionery, fermentation and pharmaceuticals.
Starch "Speciality" and "performance" starches are processed from wheat and maize. Speciality starches are widely used in foodstuffs, whereas performance starches have a wide range of uses in the paper, packaging and building industries. Starch can also be used through fermentation processes to produce ethanol, amino acids and glutamate.
Animal Feeds and Bulk Storage Molasses, a by-product of the sugar industry |
1 | 60017572_2 | 60017572 | Shipley, West Yorkshire BD18 3YR Tel: 01274 555700
Our products
Sugar Sugar cane is milled around the tropics to produce raw and white sugar. Raw cane sugar is refined at plants in five continents. Our factories produce white sugar from sugar beet in North America and Europe. A wide range of sugar products for table top and industrial use in foodstuffs and beverages is produced mainly for local consumption. We also trade in sugar and supply equipment to the sugar industry.
Cereal Sweeteners Maize and wheat are converted into starch and products such as maltodextrin, dextrose, fructose, glucose, high fructose corn syrup and potable alcohol. These products are used in the brewing and soft drinks industry, baking and confectionery, fermentation and pharmaceuticals.
Starch "Speciality" and "performance" starches are processed from wheat and maize. Speciality starches are widely used in foodstuffs, whereas performance starches have a wide range of uses in the paper, packaging and building industries. Starch can also be used through fermentation processes to produce ethanol, amino acids and glutamate.
Animal Feeds and Bulk Storage Molasses, a by-product of the sugar industry, is a staple for the animal feed industry. The Group is a major supplier of solid and liquid animal feed supplements. Bulk storage of molasses, grains and other products is also an important part of the Group's business.
Around the world
Europe Both the Amylum Group, producing cereal sweeteners and starches, and the UM Group, distributing molasses, operate throughout Europe. Tate & Lyle Sugars in the UK and Alcântara in Portugal are cane sugar refiners with retail brands, supplying major shares of their national markets. The Group also has interests in beet factories in central Europe and Spain. Amylum has a glutamate business based in France.
North America Staley is one of the largest corn wet millers in the US. Domino Sugar in the US and Redpath in Canada are major cane sugar refiners with significant brands in the retail market. Western Sugar is a sugar beet processor with six plants in the High Plains states. The Group has two joint ventures in Mexico Occidente which has three cane mills and Almex, a corn wet miller.
Africa The Group has many interests in southern Africa, including Zambia Sugar, a large cane mill and estate, and ZSR Corporation, a |
1 | 60017572_3 | 60017572 | , is a staple for the animal feed industry. The Group is a major supplier of solid and liquid animal feed supplements. Bulk storage of molasses, grains and other products is also an important part of the Group's business.
Around the world
Europe Both the Amylum Group, producing cereal sweeteners and starches, and the UM Group, distributing molasses, operate throughout Europe. Tate & Lyle Sugars in the UK and Alcântara in Portugal are cane sugar refiners with retail brands, supplying major shares of their national markets. The Group also has interests in beet factories in central Europe and Spain. Amylum has a glutamate business based in France.
North America Staley is one of the largest corn wet millers in the US. Domino Sugar in the US and Redpath in Canada are major cane sugar refiners with significant brands in the retail market. Western Sugar is a sugar beet processor with six plants in the High Plains states. The Group has two joint ventures in Mexico Occidente which has three cane mills and Almex, a corn wet miller.
Africa The Group has many interests in southern Africa, including Zambia Sugar, a large cane mill and estate, and ZSR Corporation, a Zimbabwe conglomerate which includes two cane sugar refineries. The Group also has interests in packing stations and other cane mills in southern Africa and a molasses business in South Africa.
Asia and Australia The Group has a major cane milling business in Australia, and cane milling interests in China, Thailand, India and Vietnam, as well as other interests in these countries in glutamate, citric acid, maize and tapioca starch processing and rum.
TAT E & LY L E 1
Chairman's Statement
from the Chairman
Neil Shaw
Tate & Lyle's profit before tax and exceptional items was £241.3 million. The continued strength of sterling, including the direct effect of Green Pound revaluations on Tate & Lyle Sugars in the UK, reduced profit by £38.0 million, accounting for more than the total reduction in profit of £35.0 million compared with the previous year. The exceptional charge of £82.0 million is described in the Chief Executive's review, and was announced in our Interim Report. Profit before tax was £159.3 million, compared with £276.3 million last year. Fully diluted earnings per share fell from 38.2p to 34.9 |
1 | 60017572_b0 | 60017572 | L E 67
Notice of Annual General Meeting
Notice is hereby given that the ninety-fifth Annual General Meeting of Tate & Lyle Public Limited Company will be held at the Royal Lancaster Hotel, Lancaster Terrace, London W2 2TY on Tuesday 3 February 1998 at eleven-thirty am for the following purposes: Ordinary Business 1 To receive the Company's financial statements for the period ended 27 September 1997 together with the reports of the Directors and Auditors thereon. 2 To re-elect Mr L G Pillard, a Director retiring under Article 84. 3 To re-elect Sir Saxon Tate, a Director retiring under Article 84. 4 To re-elect Mr J F Taylor, a Director retiring under Article 84. 5 To re-appoint Coopers & Lybrand as Auditors and to authorise the Directors to set their remuneration. Special Business To consider and, if thought fit, pass the following resolutions, the full text of which is set out in the Appendix to the Chairman's letter to shareholders dated 19 December 1997, of which that designated as number 6 will be proposed as an Ordinary Resolution and those designated as numbers 7, 8, 9 and 10 will be proposed as Special Resolutions: 6 To declare a final dividend on the Ordinary shares of the Company. 7 To adopt a new set of Articles of Association of the Company. 8 To confer authority on the Company to purchase its own shares. 9 To renew the Directors' authority to allot shares. 10 To renew the Directors' authority to disapply shareholders' pre-emption rights in relation to the allotment of shares. Any member of the Company entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him or her. A proxy need not be a member of the Company. A form of proxy is enclosed. Completion and return of the proxy will not preclude a member from attending and voting in person. By Order of the Board John R Hunter, Secretary Sugar Quay, Lower Thames Street, London EC3R 6DQ 19 December 1997 Copies of Directors' service contracts (other than contracts expiring or determinable within one year by the Company without payment of compensation) are available for inspection at the registered office of the Company during normal business hours and on the date of the Annual General Meeting when they will be available at the Royal Lancaster Hotel from 11.15am until the close of the meeting.
68 T A T E & LY L E
|
1 | 60017572_b1 | 60017572 |
Dividends on Ordinary Shares
1997 Final
1998 Interim
1998 Final
Announced
26 November 1997
6 May 1998
25 November 1998
Ex-dividend date*
8 December 1997
18 May 1998
7 December 1998
Payment date
6 February 1998
14 July 1998
5 February 1999
*A person who buys shares on or after the ex-dividend date will not receive that dividend on those shares. It will be paid
to the previous owner. On the ex-dividend date the share price is normally marked down by the amount of the dividend
to reflect this.
Dividends on Preference Shares 61/2% cumulative preference shares (Now 4.55% plus tax credit) 7.25p (net) dividend convertible cumulative redeemable preference shares
Paid 31 March and 30 September Paid 30 November and 31 May
Interest on Unsecured Loan Stocks 8% Unsecured Loan Stock 2003/2008 and 103/4% Unsecured Loan Stock 2003/2008
Paid 31 March and 30 September
T A T E & LY L E 67
Notice of Annual General Meeting
Notice is hereby given that the ninety-fifth Annual General Meeting of Tate & Lyle Public Limited Company will be held at the Royal Lancaster Hotel, Lancaster Terrace, London W2 2TY on Tuesday 3 February 1998 at eleven-thirty am for the following purposes: Ordinary Business 1 To receive the Company's financial statements for the period ended 27 September 1997 together with the reports of the Directors and Auditors thereon. 2 To re-elect Mr L G Pillard, a Director retiring under Article 84. 3 To re-elect Sir Saxon Tate, a Director retiring under Article 84. 4 To re-elect Mr J F Taylor, a Director retiring under Article 84. 5 To re-appoint Coopers & Lybrand as Auditors and to authorise the Directors to set their remuneration. Special Business To consider and, if thought fit, pass the following resolutions, the full text of which is set out in the Appendix to the Chairman's letter to shareholders dated 19 December 1997, of which that designated as number 6 will be proposed as an Ordinary Resolution and those designated as numbers 7, 8, 9 and 10 will be proposed as Special Resolutions: 6 To declare a final dividend on |
1 | 60021134_0 | 60021134 | Annual report and accounts 1997
Contents
1 KBC Corporate highlights
2 KBC: 1997 at a glance 3 Chairman's statement 5 Chief Executive's review
of operations 7 Finance Director's review 8 Directors and advisers 10 Corporate governance 11 Auditors' report on corporate
governance 12 Remuneration Committee report 15 Directors' report 17 Directors' responsibilities
in respect of the accounts Auditors' report 18 Group profit and loss account Group statement of total recognised gains and losses 19 Group balance sheet 20 Company balance sheet 21 Group statement of cash flows 22 Notes to the accounts 34 Notice of Annual General Meeting 37 Four year summary Principal offices
KBC is a leading independent process engineering group which provides consultancy and support services to owners and operators of oil refineries. Through its Profit Improvement Program (PIP) KBC analyses refinery operations and recommends changes that deliver material and measurable improvements in profitability. KBC also assists its clients both to implement its recommendations and to realise and monitor the resulting improvements in profits on a continuing basis. In carrying out this work its consultants make extensive use of the process simulation software tools which KBC has developed. KBC is an international group whose principal offices are located in the UK, USA, Canada and Singapore.
Mission statement
To be the first choice independent source of consultancy and services dedicated to improving the competitive position of our clients in the oil industry worldwide. We create and foster a challenging and stimulating environment in which our employees can achieve their full potential through developing and sustaining successful business relationships with our clients.
March KBC was successfully floated on the London Stock Exchange at 195p per share.
By closing on the first day of trading, the price had risen to more than 247p, capitalising the Company in excess of £100 million.
June The Executive Symposium, entitled Oil Refining Setting the Pace in the New
Millennium, hosted by KBC, was attended by some 50 delegates, representing more than 20% of the 700 refineries worldwide.
December KBC acquired Honeywell's Profimatics process models business.
1
1997 at a glance
Turnover (£000) Operating profit (£000) Profit before tax (£000) Earnings per share (pence)
Turnover
£000
Operating profit
£000
1996
27,348 6,047 6,129 9.05
1997
33,106 7,702 8,198 11.31
% change
21% 27% 34% |
1 | 60021134_1 | 60021134 | first choice independent source of consultancy and services dedicated to improving the competitive position of our clients in the oil industry worldwide. We create and foster a challenging and stimulating environment in which our employees can achieve their full potential through developing and sustaining successful business relationships with our clients.
March KBC was successfully floated on the London Stock Exchange at 195p per share.
By closing on the first day of trading, the price had risen to more than 247p, capitalising the Company in excess of £100 million.
June The Executive Symposium, entitled Oil Refining Setting the Pace in the New
Millennium, hosted by KBC, was attended by some 50 delegates, representing more than 20% of the 700 refineries worldwide.
December KBC acquired Honeywell's Profimatics process models business.
1
1997 at a glance
Turnover (£000) Operating profit (£000) Profit before tax (£000) Earnings per share (pence)
Turnover
£000
Operating profit
£000
1996
27,348 6,047 6,129 9.05
1997
33,106 7,702 8,198 11.31
% change
21% 27% 34% 25%
Profit before tax
£000
Earnings per share
pence
9.05 11.31
9 2,737 6,129 8,198
15 2,722 6,047 7,702
9,929 17,626 27,348 33,106
3.90
0.06
94 95 96 97
94 95 96 97
94 95 96 97
94 95 96 97
Principal offices
2
Chairman's statement
I am pleased to report that KBC's first year as a public company has been one of achievement, with good progress in all areas of our business. Following the Company's flotation on the London Stock Exchange in March, we have achieved another year of profitable growth while broadening the scope and geographic base of our business. We also completed our first acquisition prior to the year end.
"Another year of profitable growth."
Group turnover increased by 21% to £33.1 million (1996: £27.3 million). Consolidated operating profits of £7.7 million are up 27% on the previous year (1996: £6.0 million) |
1 | 60021134_2 | 60021134 | 25%
Profit before tax
£000
Earnings per share
pence
9.05 11.31
9 2,737 6,129 8,198
15 2,722 6,047 7,702
9,929 17,626 27,348 33,106
3.90
0.06
94 95 96 97
94 95 96 97
94 95 96 97
94 95 96 97
Principal offices
2
Chairman's statement
I am pleased to report that KBC's first year as a public company has been one of achievement, with good progress in all areas of our business. Following the Company's flotation on the London Stock Exchange in March, we have achieved another year of profitable growth while broadening the scope and geographic base of our business. We also completed our first acquisition prior to the year end.
"Another year of profitable growth."
Group turnover increased by 21% to £33.1 million (1996: £27.3 million). Consolidated operating profits of £7.7 million are up 27% on the previous year (1996: £6.0 million) and Group pre-tax profits have risen by 34% to £8.2 million (1996: £6.1 million). Earnings per share increased 25% to 11.31p (1996: 9.05p). The Group continues to generate strong cash flow. The Board is recommending a final dividend of 2.6p per share payable on 1 April 1998 to those shareholders on the register at 13 March 1998.
Industry outlook
In the USA and Western Europe the petroleum refining and marketing industry continues to consolidate. This trend is driven by surplus refining capacity and low refining margins which, in turn, create the need for improved profitability. This environment is favourable to KBC and the industry is particularly receptive to companies which can provide profit improvement opportunities that are not dependent upon capital investment.
"...a third PIP in Japan...a three refinery contract in the Middle East".
In other markets, although refining margins are somewhat better, there is still pressure to improve profitability. KBC has less market penetration outside the USA and Western Europe and consequently there are significant opportunities for the Company's Profit Improvement Programs (PIPs). Japan is a typical example of the opportunities available to KBC. Having recently deregulated its refining markets, many of the Japanese |
1 | 60021134_3 | 60021134 | and Group pre-tax profits have risen by 34% to £8.2 million (1996: £6.1 million). Earnings per share increased 25% to 11.31p (1996: 9.05p). The Group continues to generate strong cash flow. The Board is recommending a final dividend of 2.6p per share payable on 1 April 1998 to those shareholders on the register at 13 March 1998.
Industry outlook
In the USA and Western Europe the petroleum refining and marketing industry continues to consolidate. This trend is driven by surplus refining capacity and low refining margins which, in turn, create the need for improved profitability. This environment is favourable to KBC and the industry is particularly receptive to companies which can provide profit improvement opportunities that are not dependent upon capital investment.
"...a third PIP in Japan...a three refinery contract in the Middle East".
In other markets, although refining margins are somewhat better, there is still pressure to improve profitability. KBC has less market penetration outside the USA and Western Europe and consequently there are significant opportunities for the Company's Profit Improvement Programs (PIPs). Japan is a typical example of the opportunities available to KBC. Having recently deregulated its refining markets, many of the Japanese refining companies are experiencing lower refining margins and are therefore focusing on increasing profitability. KBC has now been contracted for a third PIP in Japan. In the Middle East KBC has recently signed a three refinery contract, one of the largest contracts entered into by the Group.
Future positioning
The Group has continued to expand its profit improvement activities in the downstream oil industry, both in terms of scope and geographical coverage. We have successfully extended the program by offering services in the areas of mechanical reliability, oil loss and operations effectiveness, building upon our core services of yield performance and energy efficiency.
A key element of KBC's strategy is to maintain its position as a leading source of intellectual property and know-how in refinery processing. To strengthen our core business further we acquired Honeywell's Profimatics process models business prior to the year end.
"We have successfully extended the program by offering services in the areas of mechanical reliability, oil loss and operations effectiveness, building upon our core services of yield performance and energy efficiency."
3
Chairman's statement
"I am confident that the Group will make further progress in the year ahead and will continue to deliver on our strategic objectives."
In the longer term KBC is likely to benefit |
1 | 60021134_b0 | 60021134 | overall limit on the absolute number of shares over which options may be granted of 9 million shares (some 19% of the currently issued share capital) whilst retaining the percentage limits previously approved (which will be lower and will therefore be the effective limits). At the same time the Board propose to redesignate the Scheme as the "KBC Advanced Technologies Discretionary Share Option Scheme".
36
Four year summary
Turnover (£000) Operating profit (£000) Profit before taxation (£000) Earnings per share (pence) Dividend per share (pence) Equity shareholders' funds (£000) Net assets per Ordinary Share (pence) Average number of employees
1997
33,106 7,702 8,198 11.31 2.6
12,728 27.33 212
1996
27,348 6,047 6,129 9.05 4.2 4,907 11.64 186
1995
17,626 2,722 2,737 3.90 0.6 2,996 7.77 136
1994
9,929 15 9
0.06
1,627 4.40 110
Principal offices
KBC Process Technology Ltd KBC House Churchfield Road Weybridge Surrey KT13 8DB UK
KBC Process Technology Ltd Netherlands Branch Kloosterplein 21 4811 GP Breda Netherlands
KBC Advanced Technology Pte Ltd 435 Orchard Road #11-04 Wisma Atria Singapore 238877
KBC Advanced Technologies Canada Ltd Suite 700 Bow Valley Square IV 250-6th Avenue SW Calgary AB T2P 3H7 Canada
KBC Advanced Technologies Inc One Lakeway Center 3900 North Causeway Boulevard Suite 1300 Metairie Louisiana 70002 USA
KBC Advanced Technologies Inc Two Westlake Park Building 580 Westlake Park Boulevard Suite 1150 Houston Texas 77079 USA
KBC Advanced Technologies Inc 400 Interpace Parkway Morris Corporate Center III Building D Parsippany New Jersey 07054 USA
KBC Advanced Technologies Inc 325 Rolling Oaks Drive Thousand Oaks CA 91361 USA
Designed and produced by C&FD.
Printed in England by Litho-Tech.
37
KBC Advanced Technologies plc KBC House Churchfield Road Weybridge Surrey KT13 8DB
Telephone: +44 (1932) 856622 Facsimile: +44 (1932) 854551
|
1 | 60021134_b1 | 60021134 | to amend the Scheme so that options granted to United States of America resident employees of participating Group companies may be treated as "Incentive Stock Options", thus enabling those employees to receive a more favourable tax treatment. They are supported by the Remuneration Committee in this desire. This would be of particular benefit to employees of the Company's wholly owned subsidiary in the United States of America, KBC Advanced Technologies Incorporated, which has been nominated as a participating company in the Scheme. The only change necessary to the Rules of the Scheme for this purpose is to insert a new limit to stipulate an absolute number of shares which may be issued pursuant to options granted under the Scheme. It is not the Board's intention that the new absolute limit would impact on the current limits contained in the Rules of the Scheme which are based (as recommended by the Association of British Insurers in their investor protection guidelines) on percentages of the Company's issued share capital from time to time. In addition, it would be inconvenient, both for the Company and its shareholders, to have to hold an Extraordinary General Meeting to increase the absolute number stipulated in the Scheme Rules each time the issued share capital of the Company was increased. The Board therefore propose to amend the Scheme Rules to insert a relatively high overall limit on the absolute number of shares over which options may be granted of 9 million shares (some 19% of the currently issued share capital) whilst retaining the percentage limits previously approved (which will be lower and will therefore be the effective limits). At the same time the Board propose to redesignate the Scheme as the "KBC Advanced Technologies Discretionary Share Option Scheme".
36
Four year summary
Turnover (£000) Operating profit (£000) Profit before taxation (£000) Earnings per share (pence) Dividend per share (pence) Equity shareholders' funds (£000) Net assets per Ordinary Share (pence) Average number of employees
1997
33,106 7,702 8,198 11.31 2.6
12,728 27.33 212
1996
27,348 6,047 6,129 9.05 4.2 4,907 11.64 186
1995
17,626 2,722 2,737 3.90 0.6 2,996 7.77 136
1994
9,929 15 9
0.06
1,627 4.40 110
Principal offices
KBC Process Technology Ltd K |
1 | 60021233_0 | 60021233 | LONDON BRIDGE
SOFTWARE HOLDINGS PLC
Annual Report and Accounts 1997
FINANCIAL HIGHLIGHTS
1
TURNOVER
Note
1997 »000
11,320
1996 »000
6,306
% change
+80%
ADJUSTED PROFIT BEFORE TAX
I
4,767
2,499
+91%
ADJUSTED EARNINGS PER SHARE
II
14.00p
7.82p
+79%
BASIC EARNINGS PER SHARE
10.03p
7.82p
+28%
Notes :
I. Adjusted pro¢t before tax for the year ended 31 December 1997 is FRS 3 pro¢t before tax of »3,701,000 after excluding Stock Exchange listing costs of »237,000 and initial expenses of »829,000 relating to the establishment of the Group's operations in Singapore as described in note 3.
II. Adjusted earnings per share is calculated after excluding listing costs of »237,000 and the after tax effect of the initial expenses of »611,000 relating to the establishment of the Group's operations in Singapore and adjusting for the share buy-back as described in note 17. The 1996 and 1995 earnings per share have been adjusted for the effect of the rights issue during 1997 as described in note 17.
2
CONTENTS
Financial Highlights
1
Chairman's Statement
3
The Business
5
Operating and Financial Review
7
Board of Directors
9
Corporate Governance
10
Directors' Report
12
Statement of Directors' Responsibilities
14
Auditors' Report
15
Report by Deloitte & Touche on Corporate Governance Matters
16
Group Pro¢t and Loss Account
17
Statement of Total Recognised Gains and Losses
17
Group Balance Sheet
18
Company Balance Sheet
19
Group Cash Flow Statement
20
Notes to the Accounts
22
Trading Record
34
Notice of Annual General Meeting
35
Notes to Notice of Annual General Meeting
36
Of¢ |
1 | 60021233_1 | 60021233 | of »611,000 relating to the establishment of the Group's operations in Singapore and adjusting for the share buy-back as described in note 17. The 1996 and 1995 earnings per share have been adjusted for the effect of the rights issue during 1997 as described in note 17.
2
CONTENTS
Financial Highlights
1
Chairman's Statement
3
The Business
5
Operating and Financial Review
7
Board of Directors
9
Corporate Governance
10
Directors' Report
12
Statement of Directors' Responsibilities
14
Auditors' Report
15
Report by Deloitte & Touche on Corporate Governance Matters
16
Group Pro¢t and Loss Account
17
Statement of Total Recognised Gains and Losses
17
Group Balance Sheet
18
Company Balance Sheet
19
Group Cash Flow Statement
20
Notes to the Accounts
22
Trading Record
34
Notice of Annual General Meeting
35
Notes to Notice of Annual General Meeting
36
Of¢cers, Professional Advisers and Shareholder Information
37
CHAIRMAN'S STATEMENT
3
It gives me great pleasure to announce the ¢rst full year results since the Company's shares became listed on the London Stock Exchange in March 1997.
During the year sales grew strongly by organic growth and acquisition. Particularly commendable contributions were made by both the new Singapore of¢ce, which commenced trading on 1 February 1997 and the North American operations. The RMS division based in Atlanta which was acquired on 30 August 1997 contributed to the results for the last four months of the year beyond our budget expectation making a positive contribution to both pro¢ts and earnings per share. The synergies anticipated from this acquisition are now beginning to be realised in the form of cross-selling opportunities and it is expected that these will produce tangible bene¢ts in the current year.
The Group's sales were »11.3 million (an 80% increase on 1996) with adjusted net pro¢t margins rising to 42% (1996: 40%) producing an adjusted pro¢t before tax of »4.8 million (an increase of 91% on 1996). This was a very satisfactory performance particularly set against a background of the US Dollar being weaker |
1 | 60021233_2 | 60021233 | cers, Professional Advisers and Shareholder Information
37
CHAIRMAN'S STATEMENT
3
It gives me great pleasure to announce the ¢rst full year results since the Company's shares became listed on the London Stock Exchange in March 1997.
During the year sales grew strongly by organic growth and acquisition. Particularly commendable contributions were made by both the new Singapore of¢ce, which commenced trading on 1 February 1997 and the North American operations. The RMS division based in Atlanta which was acquired on 30 August 1997 contributed to the results for the last four months of the year beyond our budget expectation making a positive contribution to both pro¢ts and earnings per share. The synergies anticipated from this acquisition are now beginning to be realised in the form of cross-selling opportunities and it is expected that these will produce tangible bene¢ts in the current year.
The Group's sales were »11.3 million (an 80% increase on 1996) with adjusted net pro¢t margins rising to 42% (1996: 40%) producing an adjusted pro¢t before tax of »4.8 million (an increase of 91% on 1996). This was a very satisfactory performance particularly set against a background of the US Dollar being weaker against Sterling than had been anticipated by the Group, the result being to reduce Group trading pro¢t against budget by an estimated »250,000. In addition the decision was made in the second half of the year to invest over the budgeted level in development to accelerate certain speci¢c products which will both support future revenue growth and enable further cross-selling opportunities in our client base. This continuing investment in innovative leading edge product development will enhance our strategic positioning as the premier provider of credit management systems to our target markets. Adjusted earnings per share grew from 7.82p to 14.00p (a rise of 79% on 1996).
Adjusted pro¢t before tax is arrived at after making adjustments to eliminate the costs of the Stock Exchange listing and the accrual for a founder's bonus relating to the establishment of the Asia Paci¢c subsidiary as previously disclosed under Material Contracts in the Listing Particulars issued for the Company's £otation and in the interim results. Adjusted earnings per share is arrived at after adjusting for these items and after adjusting for the reconstruction of the share capital as detailed in note 17 of this report.
The Group's geographic expansion has progressed as a result of the very signi¢cant investments made in time |
1 | 60021233_3 | 60021233 | against Sterling than had been anticipated by the Group, the result being to reduce Group trading pro¢t against budget by an estimated »250,000. In addition the decision was made in the second half of the year to invest over the budgeted level in development to accelerate certain speci¢c products which will both support future revenue growth and enable further cross-selling opportunities in our client base. This continuing investment in innovative leading edge product development will enhance our strategic positioning as the premier provider of credit management systems to our target markets. Adjusted earnings per share grew from 7.82p to 14.00p (a rise of 79% on 1996).
Adjusted pro¢t before tax is arrived at after making adjustments to eliminate the costs of the Stock Exchange listing and the accrual for a founder's bonus relating to the establishment of the Asia Paci¢c subsidiary as previously disclosed under Material Contracts in the Listing Particulars issued for the Company's £otation and in the interim results. Adjusted earnings per share is arrived at after adjusting for these items and after adjusting for the reconstruction of the share capital as detailed in note 17 of this report.
The Group's geographic expansion has progressed as a result of the very signi¢cant investments made in time and ¢nancial resources over the last three years. This aspect of the Group's positioning has now been completed to the point where it is established as a truly global organisation, recognised as the world wide market leader in our chosen sector. The infrastructure now in place as we enter the current year differentiates us from our competitors as the only specialist supplier of credit and risk systems for managing delinquent debts with the capability to support clients on a global basis.
Progress has been made in gaining new customers in all regions through licence sales, which also enhance the recurring revenues of the business by way of maintenance and service fees. During the year new business licence sales were made to clients in the USA, Indonesia, Singapore, Australia, South America, Europe and India. In the UK market we continued to consolidate our position as the market leader and among the highlights of the year was the signing of the Group's largest contract to date with one of the major clearing banks to centralise their branch collections operation.
Further progress has been made in Europe with the signing of a new multinational client in early 1998 who will be the lead user of the `Euro' enabled version of our product. This development should position the Group well to bene¢t from the re-engineering of credit management systems to |
1 | 60021233_b0 | 60021233 | ICERS, PROFESSIONAL ADVISERS AND SHAREHOLDER INFORMATION
37
DIRECTORS
Gordon Crawford Edward James Reid John Charles Birkmire Kenneth Robert Hunt
(Chairman and Managing Director) (Finance Director) (Non-Executive) (Non-Executive)
COMPANY SECRETARY Simon James Parsliffe
REGISTERED OFFICE
16th Floor New London Bridge House 25 London Bridge Street London SE1 9SG Registered Number : 2766106
BANKERS
Bank of Scotland The Mound Edinburgh EH1 1YZ
SOLICITORS
Travers Smith Braithwaite 10 Snow Hill London EC1A 2AL
BROKERS
Henderson Crosthwaite Institutional Brokers Limited 32 St Mary at Hill London EC3P 3AJ
REGISTRARS
IRG plc Balfour House 390/398 High Road Ilford Essex IG1 1NQ
AUDITORS
Deloitte & Touche Chartered Accountants Hill House 1 Little New Street London EC4A 3TR
38
OFFICERS, PROFESSIONAL ADVISERS AND SHAREHOLDER INFORMATION
GROUP COMPANY OFFICES London Bridge Software Holdings plc 16th Floor New London Bridge House 25 New London Bridge Street London SE1 9SG
Telephone : 0171 403 1333 Facsimile: 0171 403 8981
London Bridge Software (ASPAC) Pte Ltd Albert Complex #11-01 60 Albert Street Singapore 189969
Telephone : 00 65 334 7879 Facsimile: 00 65 334 2938
LBSS Inc. 2550 West Tyrola Road Suite 460 Charlotte North Carolina 28217 USA
Telephone: 001 704 357 3133 Facsimile: 001 704 357 6422
and at: 5707 Peachtree Parkway Suite 400 Norcross Atlanta GA 30092 USA
Telephone : 001 770 582 7800 Facsimile: 001 770 582 7815
Wealden Computing Services Limited 6 Sovereign Business Centre 33 Stockingswater Lane En¢eld EN3 7JX
Telephone : 0181 364 7177 Facsimile: 0181 364 7181
Pillans & W|lson Greenaway 111315/303
LONDON BRIDGE
SOFTWARE HOLDINGS PLC
|
1 | 60021233_b1 | 60021233 | our House, 390/398 High Road, Ilford, Essex IG1 1NQ not later than 48 hours before the time of the Meeting.
3. Copies of Directors' service contracts with the Company may be inspected at the Company's registered of¢ce during usual business hours on any weekday (Saturdays and public holidays excluded) and will also be available for inspection at the venue of the Annual General Meeting for at least 15 minutes prior to the Annual General Meeting and until its conclusion.
4. Pursuant to Regulation 34 of the Uncerti¢cated Securities Regulations 1995, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the Meeting is 11 am on Monday, 20 April 1998. Entries on the register of members after that time will be disregarded in determining the rights of any person to attend or to vote at the Meeting.
5. In accordance with paragraph 29 of Schedule 13 of the Companies Act 1985, the register of Directors' interests in the share capital of the Company (maintained under section 325 of the said Act) will be available for inspection at the commencement, and during the continuance, of the Annual General Meeting.
OFFICERS, PROFESSIONAL ADVISERS AND SHAREHOLDER INFORMATION
37
DIRECTORS
Gordon Crawford Edward James Reid John Charles Birkmire Kenneth Robert Hunt
(Chairman and Managing Director) (Finance Director) (Non-Executive) (Non-Executive)
COMPANY SECRETARY Simon James Parsliffe
REGISTERED OFFICE
16th Floor New London Bridge House 25 London Bridge Street London SE1 9SG Registered Number : 2766106
BANKERS
Bank of Scotland The Mound Edinburgh EH1 1YZ
SOLICITORS
Travers Smith Braithwaite 10 Snow Hill London EC1A 2AL
BROKERS
Henderson Crosthwaite Institutional Brokers Limited 32 St Mary at Hill London EC3P 3AJ
REGISTRARS
IRG plc Balfour House 390/398 High Road Ilford Essex IG1 1NQ
AUDITORS
Deloitte & Touche Chartered Accountants Hill House 1 Little New Street London EC4A 3TR
38
OFFICERS, PROFESSIONAL ADVISERS AND SHARE |
1 | 60021284_0 | 60021284 | REPORT AND FINANCIAL STATEMENTS
31 DECEMBER 1997
CONTENTS
Page
Directors
2
Pro forma five year trading summary
4
Secretary and advisers
5
Chairman's statement
6
Managing director's review
8
Directors' report
9
Report of the remuneration committee
12
Statement of directors' responsibilities
13
Auditors' report
14
Consolidated profit and loss account
15
Consolidated balance sheet
16
Balance sheet
17
Consolidated cash flow statement
18
Notes to the accounts
19
Notice of meeting
37
Proxy card
WASTE RECYCLING GROUP PLC
DIRECTORS
Directors Executive
Paul Anthony Rackham Managing Director, Aged 61
He has been involved in the development and operation of businesses in the waste management industry in East Anglia since 1963. Having identified the trend towards waste recycling, he started the business in 1983 to provide facilities for waste transfer and recycling. He is responsible for the strategic and policy making decisions within the Group and for overseeing the executive management. He is a member of the Institute of Waste Management. He is a member of the audit committee and the Group's Environmental and Compliance Committee.
Paul Anthony Rackham Jnr Operations Director, Aged 32
He joined the business fourteen years ago and has practical experience of all aspects of its operations. He is responsible for the day to day operations of the Group's transfer and recycling stations, certain landfill sites and civic amenity contracts. He also has overall responsibility for the bottle bank and recycling operations. He is a member of the Institute of Waste Management.
Stephen Russell Stuteley Commercial Director, Aged 42
He joined the business in June 1990. He is also responsible for the commercial activities of the Group, including liaison with the municipal authorities and commercial enterprises who use the Group's services. He is a member of the Institute of Waste Management.
Timothy Charles Walsh Landfill Director, Aged 49
Prior to joining the Group in August 1994, he worked as a Chartered Civil Engineer for over twenty years. More recently he has specialised in environmental engineering. He is responsible for the engineering and operational aspects of the landfill sites operated by the Group and is a member of the Group |
1 | 60021284_1 | 60021284 | strategic and policy making decisions within the Group and for overseeing the executive management. He is a member of the Institute of Waste Management. He is a member of the audit committee and the Group's Environmental and Compliance Committee.
Paul Anthony Rackham Jnr Operations Director, Aged 32
He joined the business fourteen years ago and has practical experience of all aspects of its operations. He is responsible for the day to day operations of the Group's transfer and recycling stations, certain landfill sites and civic amenity contracts. He also has overall responsibility for the bottle bank and recycling operations. He is a member of the Institute of Waste Management.
Stephen Russell Stuteley Commercial Director, Aged 42
He joined the business in June 1990. He is also responsible for the commercial activities of the Group, including liaison with the municipal authorities and commercial enterprises who use the Group's services. He is a member of the Institute of Waste Management.
Timothy Charles Walsh Landfill Director, Aged 49
Prior to joining the Group in August 1994, he worked as a Chartered Civil Engineer for over twenty years. More recently he has specialised in environmental engineering. He is responsible for the engineering and operational aspects of the landfill sites operated by the Group and is a member of the Group's Environmental and Compliance Committee. He is a member of the Institute of Waste Management and the Institute of Waste and Environmental Management.
Derrick Richard Adam Sheppard Finance Director, Aged 53
He has been a member of The Institute of Chartered Accountants for more than 30 years with experience in both industry and practice. His industrial experience includes periods as finance director of companies involved in waste disposal and recycling activities. He has overall responsibility for the financial and accounting operations of the Group.
2
WASTE RECYCLING GROUP PLC
Directors Non-Executive
David Jeffreys Williams Non-executive Chairman, Aged 45
He was responsible for the flotation of Waste Recycling Group plc, after which he was appointed non-executive chairman. He is also chairman of Burnden Leisure plc and a number of other companies. Mr Williams is a member of the audit and remuneration committees and deals with investor relations.
Pamela Castle Non-executive Director, Aged 56
She became a non-executive director of Waste Recycling Group plc in August 1995. She is a Partner and Head of Environmental Law at the City Law firm Cameron McKenna. She holds |
1 | 60021284_2 | 60021284 | 's Environmental and Compliance Committee. He is a member of the Institute of Waste Management and the Institute of Waste and Environmental Management.
Derrick Richard Adam Sheppard Finance Director, Aged 53
He has been a member of The Institute of Chartered Accountants for more than 30 years with experience in both industry and practice. His industrial experience includes periods as finance director of companies involved in waste disposal and recycling activities. He has overall responsibility for the financial and accounting operations of the Group.
2
WASTE RECYCLING GROUP PLC
Directors Non-Executive
David Jeffreys Williams Non-executive Chairman, Aged 45
He was responsible for the flotation of Waste Recycling Group plc, after which he was appointed non-executive chairman. He is also chairman of Burnden Leisure plc and a number of other companies. Mr Williams is a member of the audit and remuneration committees and deals with investor relations.
Pamela Castle Non-executive Director, Aged 56
She became a non-executive director of Waste Recycling Group plc in August 1995. She is a Partner and Head of Environmental Law at the City Law firm Cameron McKenna. She holds an honours degree in chemistry and before qualifying as a solicitor worked for a number of years in both the petrochemical and pharmaceutical industries. She has been responsible for advising numerous United Kingdom and multi-national industrial clients on all aspects of pollution control legislation, particularly in relation to waste disposal and contaminated land. Mrs Castle is a member of the Group's Environmental and Compliance Committee.
Dr Alan Marples Non-executive Director, Aged 47
He became non-executive director of Waste Recycling Group plc in August 1995. He is currently the Director of Business in the Environment. Previously he spent five years with Arthur D. Little International Inc. where he was Vice President, and Director of the firm's Environmental, Health & Safety Practice. He has worked in environmental affairs for twenty years, mainly in the field of waste and contaminated land management. Dr Marples is a member of the Group's Environmental and Compliance Committee and of the remuneration committee.
Samuel Alan Wauchope CA Non-executive Director, Aged 46
He became non-executive director of Waste Recycling Group plc in March 1994. A chartered accountant, his career includes eleven years with Arthur Andersen and five years as chief executive of Acorn |
1 | 60021284_3 | 60021284 | an honours degree in chemistry and before qualifying as a solicitor worked for a number of years in both the petrochemical and pharmaceutical industries. She has been responsible for advising numerous United Kingdom and multi-national industrial clients on all aspects of pollution control legislation, particularly in relation to waste disposal and contaminated land. Mrs Castle is a member of the Group's Environmental and Compliance Committee.
Dr Alan Marples Non-executive Director, Aged 47
He became non-executive director of Waste Recycling Group plc in August 1995. He is currently the Director of Business in the Environment. Previously he spent five years with Arthur D. Little International Inc. where he was Vice President, and Director of the firm's Environmental, Health & Safety Practice. He has worked in environmental affairs for twenty years, mainly in the field of waste and contaminated land management. Dr Marples is a member of the Group's Environmental and Compliance Committee and of the remuneration committee.
Samuel Alan Wauchope CA Non-executive Director, Aged 46
He became non-executive director of Waste Recycling Group plc in March 1994. A chartered accountant, his career includes eleven years with Arthur Andersen and five years as chief executive of Acorn Computer Group plc. He is currently executive chairman of Octroi Group plc and of Villiers Group plc. Mr Wauchope is a member of the audit and remuneration committees.
3
WASTE RECYCLING GROUP PLC
PRO FORMA FIVE YEAR TRADING SUMMARY
TURNOVER Cost of sales
Gross profit Administrative expenses
OPERATING PROFIT Interest receivable Interest payable
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION Tax on profit on ordinary activities
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION
EARNINGS PER ORDINARY SHARE
1993 £'000
1994 £'000
1995 £'000
1996 £'000
1997 £'000
2,605 3,703 9,553 15,394 27,243
1,130 1,695 4,999 8,620 18,033 1111 1111 1111 1111 1111
1,475 2,008 4,554 6,774 9,210
315
470 1,170 2,143 2,440
1111 111 |
1 | 60021284_b0 | 60021284 | @@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????
LLOYDS BANK PLC LLOYDS BANK REGISTRARS THE CAUSEWAY WORTHING WEST SUSSEX BN99 6DB
First Fold
Second Fold Third Fold and tuck in opposite
|
1 | 60021284_b1 | 60021284 | ??J7@@@@@@@@@@@?H?(@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@W7@@@@@@@@@@@@@Y@(@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@&@@@????J@@@@@@@@@@@?5Y@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@J7@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@(H????????@@@???????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????@@@@@@@@@@@@@@@@@@@@@@@@@5Y?@5H@@@@@@@@@@@@@@@@@@@@@@@@@H??@@@@@@@@@(@@@@@@@@@@@@@@@@@@@@@@@(Y@@@@@@@@@@@@@@@@@@@@@@@Y?@@@5@@@@@@@@@@@@@@@@@@@@5H@@@@@@@@@@@@@@@@@@@H??@@@@5@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f f |
1 | 60021430_0 | 60021430 | OUTOKUMPU ANNUAL REPORT 1996
Adding Value to Metals
Outokumpu is a versatile metals group operating worldwide. In its business, Outokumpu focuses on base metals production, stainless steel, copper products and technology.
In its traditional areas of core competence, Outokumpu is recognized as one of the industry leaders. This position is also the one from which the Group derives its mission: Our task and mission is to put our expertise as both a producer and technology supplier to use in responsible metals production and thus to contribute to meeting the world's need for metals. In all business operations, Outokumpu underscores the crucial importance of its customers, good profitability and responsibility for the environment. The Group's core values also emphasize continuous improvement of competence as an essential prerequisite to securing competitiveness.
2 O U T O K U M P U 1996
The Outokumpu Group
Financial year 1996
Year 1996 in brief...................................................................................... 4 Business organization............................................................................... 5 Chief Executive's statement..................................................................... 6 Corporate review of the year.................................................................... 8 Auditors' report......................................................................................... 14 Statement by the Supervisory Board....................................................... 14 Business area reviews
Base Metals.......................................................................................... 15 Stainless Steel...................................................................................... 23 Copper Products.................................................................................. 28 Technology............................................................................................ 33 Other operations................................................................................... 36 Functional reviews Research and development.................................................................. 37 Environmental protection..................................................................... 38 Human resource development............................................................. 39 Financing and management of financial risks...................................... 40 Management of metal price risks......................................................... 43 Financial statements Consolidated income statement.......................................................... 45 Consolidated balance sheet................................................................. 46 Consolidated statement of cash flows................................................. 48 Principles applied in the financial statements...................................... 49 Notes to the consolidated financial statements................................... 51 Subsidiaries by business area.............................................................. 57 Associated companies and other shares and stock............................ 60 Key financial indicators and share-related data................................... 61 Parent Company financial statements................................................. 64 Outokumpu Oy's shares and shareholders.............................................. 68 Outokumpu Oy's administration............................................................... 72 Business area management..................................................................... 73 Addresses................................................................................................. 74
Cover: Prof. Eero Hiironen, 1980. Wave and Reeds. Detail. Sculpted from Outokumpu Polarit AISI 316 acid-proof steel.
O U T O K U M P U |
1 | 60021430_1 | 60021430 | .. 15 Stainless Steel...................................................................................... 23 Copper Products.................................................................................. 28 Technology............................................................................................ 33 Other operations................................................................................... 36 Functional reviews Research and development.................................................................. 37 Environmental protection..................................................................... 38 Human resource development............................................................. 39 Financing and management of financial risks...................................... 40 Management of metal price risks......................................................... 43 Financial statements Consolidated income statement.......................................................... 45 Consolidated balance sheet................................................................. 46 Consolidated statement of cash flows................................................. 48 Principles applied in the financial statements...................................... 49 Notes to the consolidated financial statements................................... 51 Subsidiaries by business area.............................................................. 57 Associated companies and other shares and stock............................ 60 Key financial indicators and share-related data................................... 61 Parent Company financial statements................................................. 64 Outokumpu Oy's shares and shareholders.............................................. 68 Outokumpu Oy's administration............................................................... 72 Business area management..................................................................... 73 Addresses................................................................................................. 74
Cover: Prof. Eero Hiironen, 1980. Wave and Reeds. Detail. Sculpted from Outokumpu Polarit AISI 316 acid-proof steel.
O U T O K U M P U 1996 3
Year 1996 in brief
The market conditions, especially for stainless steel, weakened significantly and consequently 1996 earnings were clearly lower than in the previous year. Profit before extraordinary items and taxes was FIM 229 million.
The Group's financial position remains healthy; the year-end equity-to-assets ratio was 43.4 %.
The expansion of copper and nickel production capacities were still partly in start-up phase. Improvement in profitability from these investments should be seen in full in the 1997 and 1998 accounts.
The stainless steel cold rolling mill expansion to 400 000 tonnes per year is proceeding as planned and due for completion by the end of 1997.
Market conditions are forecast to gradually improve during 1997. The strengthening of the US dollar will add further support to profitability. Earnings in the early part of the year are, nevertheless, likely to remain modest.
Key figures
Net sales change from previous year Operating profit Operating profit margin Profit before extraordinary items and taxes Return on capital employed
FIM million %
FIM million %
FIM million %
Cash provided by operating activities Net interest-bearing debt in relation to net sales Equity-to-assets ratio Debt-to-equity ratio
FIM |
1 | 60021430_2 | 60021430 | 1996 3
Year 1996 in brief
The market conditions, especially for stainless steel, weakened significantly and consequently 1996 earnings were clearly lower than in the previous year. Profit before extraordinary items and taxes was FIM 229 million.
The Group's financial position remains healthy; the year-end equity-to-assets ratio was 43.4 %.
The expansion of copper and nickel production capacities were still partly in start-up phase. Improvement in profitability from these investments should be seen in full in the 1997 and 1998 accounts.
The stainless steel cold rolling mill expansion to 400 000 tonnes per year is proceeding as planned and due for completion by the end of 1997.
Market conditions are forecast to gradually improve during 1997. The strengthening of the US dollar will add further support to profitability. Earnings in the early part of the year are, nevertheless, likely to remain modest.
Key figures
Net sales change from previous year Operating profit Operating profit margin Profit before extraordinary items and taxes Return on capital employed
FIM million %
FIM million %
FIM million %
Cash provided by operating activities Net interest-bearing debt in relation to net sales Equity-to-assets ratio Debt-to-equity ratio
FIM million FIM million
% % %
Income per share (excluding extraordinary items)
FIM
Net income per share
FIM
Shareholders' equity per share
FIM
Dividend per share
FIM
Share price on Dec. 31
FIM
Market capitalization on Dec. 31
FIM million
1996
16 549 (2.4) 552 3.3 229 5.3
1995
16 952 1.6
1 589 9.4
1 481 15.1
1 299 4 621
27.9 43.4 64.8
2 465 4 380
25.8 43.7 61.6
1.51 1.51 57.01 1.00 1) 78.50 9 776
8.72 8.33 56.83 1.80 69.00 8 593
Investments Personnel on Dec. 31
FIM million 1 663 13 622
2 630 13 458
1) Executive Board's proposal to the Annual General Meeting
Net sales FIMmmkillion
Operating profit |
1 | 60021430_3 | 60021430 | million FIM million
% % %
Income per share (excluding extraordinary items)
FIM
Net income per share
FIM
Shareholders' equity per share
FIM
Dividend per share
FIM
Share price on Dec. 31
FIM
Market capitalization on Dec. 31
FIM million
1996
16 549 (2.4) 552 3.3 229 5.3
1995
16 952 1.6
1 589 9.4
1 481 15.1
1 299 4 621
27.9 43.4 64.8
2 465 4 380
25.8 43.7 61.6
1.51 1.51 57.01 1.00 1) 78.50 9 776
8.72 8.33 56.83 1.80 69.00 8 593
Investments Personnel on Dec. 31
FIM million 1 663 13 622
2 630 13 458
1) Executive Board's proposal to the Annual General Meeting
Net sales FIMmmkillion
Operating profit FMIMmkmillion
Profit before extra-
ordinary items and
taxes FMIMmkmillion
16 000 14 000
1 600 1 400
1 400 1 200 1 000
12 000
1 200
800
10 000
1 000
600
400
8 000
800
200
6 000
600
0
4 000 2 000
400
(200)
(400)
200 (600)
0 87 88 89 90 91 92 93 94 95 96
0
(800)
87 88 89 90 91 92 93 94 95 96
87 88 89 90 91 92 93 94 95 96
Equity-to-assets ratio
Income per share
Price of A-shares
% 40 35 30 25 20 15 10
5 0
87 88 89 90 91 92 93 94 95 96
FmIMk 14 12 10
8 6 4 2 0 (2) (4) (6) (8) (10)
87 88 89 90 91 92 93 94 95 96
FmIMk
110 |
1 | 60021430_b0 | 60021430 | 892
OUTOKUMPU WENMEC, INC. 351 Thornton Road, Suite 115 LITHIA SPRINGS, GEORGIA 30057 Tel. +1 770 944 2127 Fax +1 770 944 2236
PRINCETON GAMMA-TECH, INC. 1200 State Road PRINCETON, NEW JERSEY 08540 Tel. +1 609 924 7310 Fax +1 609 924 1729
THE NEUMAYER CO. PO Box 620236 MIDDLETON, WISCONSIN 53562-0236 Tel. +1 608 836 6664 Fax +1 608 836 9266
THE NIPPERT COMPANY 801 Pittsburgh Drive DELAWARE, OHIO 43015 Tel. +1 614 363 1981 Fax +1 614 363 3847
VALLEYCAST, INC. PO Box 1714 APPLETON, WISCONSIN 54913-1714 Tel. +1 414 749 3820 Fax +1 414 749 3830
78 O U T O K U M P U 19 96
Annual Report and interim reports This Annual Report is available in Finnish and English.
The Outokumpu Group will publish two interim reports in 1997. The January-April report is scheduled for publication on June 5, 1997, and the January-August report on October 6, 1997. Both reports are printed in Finnish and English. All reports can be obtained from: Outokumpu Oy / Corporate Communications, Länsituulentie 7, P.O. Box 280, FIN-02101 Espoo, Finland. Telephone +358 9 421 2416 and telefax +358 9 421 2429.
The Annual Report and interim reports are also available at the Group's Internet home page www.outokumpu.com.
O U T O K U M P U 19 96 79
B A S E M E TA L S q S TA I N L E S S S T E E L q C O P P E R P R O D U C T S q T E C H N O L O G Y
OUTOKUMPU OY Corporate Management Länsituulentie 7 A PO Box 280 FIN-02101 ESPOO, Finland Tel. +358 9 4211 Fax +358 9 421 3888 www.outokumpu.com
|
1 | 60021430_b1 | 60021430 | 1 502 586 7103
OUTOKUMPU COPPER KENOSHA, INC. 1420, 63rd Street KENOSHA, WISCONSIN 53143 Tel. +1 414 657 5111 Fax +1 414 657 2399
OUTOKUMPU COPPER, INC. 129 Fairfield Way BLOOMINGDALE ILLINOIS 60108 Tel. +1 630 980 8015 Fax +1 630 980 8611
OUTOKUMPU GROUP LEGAL AFFAIRS (USA) 129 Fairfield Way BLOOMINGDALE ILLINOIS 68108 Tel. +1 630 582 2096 Fax +1 630 980 8671
OUTOKUMPU METALS (U.S.A.), INC. 129 Fairfield Way, Suite 308 BLOOMINGDALE ILLINOIS 60108 Tel. +1 630 307 1300 Fax +1 630 980 4290
OUTOKUMPU MINTEC U.S.A., INC. 109 Inverness Drive East, Suite F ENGLEWOOD, COLORADO 80112 Tel. +1 303 792 3110 Fax +1 303 799 6892
OUTOKUMPU WENMEC, INC. 351 Thornton Road, Suite 115 LITHIA SPRINGS, GEORGIA 30057 Tel. +1 770 944 2127 Fax +1 770 944 2236
PRINCETON GAMMA-TECH, INC. 1200 State Road PRINCETON, NEW JERSEY 08540 Tel. +1 609 924 7310 Fax +1 609 924 1729
THE NEUMAYER CO. PO Box 620236 MIDDLETON, WISCONSIN 53562-0236 Tel. +1 608 836 6664 Fax +1 608 836 9266
THE NIPPERT COMPANY 801 Pittsburgh Drive DELAWARE, OHIO 43015 Tel. +1 614 363 1981 Fax +1 614 363 3847
VALLEYCAST, INC. PO Box 1714 APPLETON, WISCONSIN 54913-1714 Tel. +1 414 749 3820 Fax +1 414 749 3830
78 O U T O K U M P U 19 96
Annual Report and interim reports This Annual Report is available in Finnish |
1 | 60021646_0 | 60021646 | Hanson PLC 1 Grosvenor Place, London SW1X 7JH Tel: 0171 245 1245 Fax: 0171 235 3455
Hanson PLC Directors' Report & Accounts 1997
Hanson
Focused to build
Hanson PLC Directors' Report & Accounts 1997
Hanson is a building materials company. Our principal
businesses are: ARC and Cornerstone, producing
aggregates and related products for the UK and US
markets respectively; and Hanson Brick, producing
bricks in both the UK and continental Europe.
Hanson aims to be one of the world's leading
suppliers of materials to the construction industry:
building on the strength of our core businesses through
increased productivity, capital investment and
Operating and Financial Review 1 Report of the Directors 11 Report of the Auditors 14 Report of the
Compensation Committee 15 Consolidated Profit and Loss Account 20
acquisitions; consistently growing value for our shareholders.
21 Balance Sheets 22 Consolidated Cash Flow Statement 23 Statement of Total Recognised Gains and Losses 23 Reconciliation of Movements in Shareholders' Funds 24 Accounting Policies 26 Notes to the Accounts 45 Pro Forma Consolidated Profit and Loss Account 46 Pro Forma Segment Information 47 Translation to US Dollars Income Statement & Capital Employed 48 Translation to US Dollars Consolidated Balance Sheet 49 Reconciliation to US Accounting Principles 51 US Accounting Principles 52 Shareholder Information 55 Financial Summary
Offices
Cover image: Cliffe Hill Quarry, Leicestershire, England.
Operating and Financial Review
1997 saw the final demerger of a series of four with the distribution of shares in The Energy Group PLC to shareholders on February 24, 1997. The remaining companies within Hanson are now firmly focused on our new sector, building materials.
Pro Forma Turnover 1997 Geographical Analysis
We have changed our year end to December (from September), to fall in line with many of our peers in this sector. To provide a meaningful picture of the company's performance, pro forma profi t and loss accounts have been provided for the 12 month periods ending December 1997 and December 1996 which concentrate on Hanson as a building materials company (see detailed pro forma results on pages 45 to 46). These fi gures were compiled using the same accounting policies used in the preparation of the 15 months statutory accounts (see pages |
1 | 60021646_1 | 60021646 | to the Accounts 45 Pro Forma Consolidated Profit and Loss Account 46 Pro Forma Segment Information 47 Translation to US Dollars Income Statement & Capital Employed 48 Translation to US Dollars Consolidated Balance Sheet 49 Reconciliation to US Accounting Principles 51 US Accounting Principles 52 Shareholder Information 55 Financial Summary
Offices
Cover image: Cliffe Hill Quarry, Leicestershire, England.
Operating and Financial Review
1997 saw the final demerger of a series of four with the distribution of shares in The Energy Group PLC to shareholders on February 24, 1997. The remaining companies within Hanson are now firmly focused on our new sector, building materials.
Pro Forma Turnover 1997 Geographical Analysis
We have changed our year end to December (from September), to fall in line with many of our peers in this sector. To provide a meaningful picture of the company's performance, pro forma profi t and loss accounts have been provided for the 12 month periods ending December 1997 and December 1996 which concentrate on Hanson as a building materials company (see detailed pro forma results on pages 45 to 46). These fi gures were compiled using the same accounting policies used in the preparation of the 15 months statutory accounts (see pages 20 to 44), and as though all the demergers had been completed before January 1, 1996. Commentary and comparatives feature calendar year comparisons.
Summary Turnover in 1997 was 3.1% below 1996. However this reduction is affected by three factors; fi rstly the sale of Hanson Electrical in the fi rst half of 1997; secondly adverse exchange movements, and lastly ARC's share of turnover from Midland Quarry Products which is accounted for as an associate has been excluded. This is in line with the new accounting Standard FRS 9 "Associates and Joint Ventures". Consequently the underlying increase in turnover from continuing operations was 6.7%, with most companies showing increases year on year; the exception is Hanson Brick where turnover has fallen by 8.1% as Desimpel has been affected by both lower activity and exchange translation.
The geographic analysis of turnover in 1997 is shown in the chart on the right. Less than 10% of Hanson turnover is generated outside the UK and the US. Continental Europe, whose economies are currently depressed as countries aim for economic convergence criteria, is not a signifi cant part of Hanson's turnover and profi tability. However, over time, continental Europe will experience improved trading conditions and make a |
1 | 60021646_2 | 60021646 | 20 to 44), and as though all the demergers had been completed before January 1, 1996. Commentary and comparatives feature calendar year comparisons.
Summary Turnover in 1997 was 3.1% below 1996. However this reduction is affected by three factors; fi rstly the sale of Hanson Electrical in the fi rst half of 1997; secondly adverse exchange movements, and lastly ARC's share of turnover from Midland Quarry Products which is accounted for as an associate has been excluded. This is in line with the new accounting Standard FRS 9 "Associates and Joint Ventures". Consequently the underlying increase in turnover from continuing operations was 6.7%, with most companies showing increases year on year; the exception is Hanson Brick where turnover has fallen by 8.1% as Desimpel has been affected by both lower activity and exchange translation.
The geographic analysis of turnover in 1997 is shown in the chart on the right. Less than 10% of Hanson turnover is generated outside the UK and the US. Continental Europe, whose economies are currently depressed as countries aim for economic convergence criteria, is not a signifi cant part of Hanson's turnover and profi tability. However, over time, continental Europe will experience improved trading conditions and make a good contribution to performance.
Trading profi t from continuing operations increased by 19.7% to £266.2m despite the impact of the strength of sterling on the translation of US and continental Europe profi tability (£7.5m).
n UK n US n Other
33.8% 57.2%
9.0%
Pro Forma results for 12 months to December 31 Turnover
Trading profi t continuing Trading profi t discontinued
Associates Central expenses Property and other income Profi t before interest Interest Profi t before exceptional items Exceptional items Profi t before tax Taxation Profi t after tax Dividends
1997 £ million
2,478.1
1996 £ million
2,556.9
266.2 3.2
269.4 13.7
(26.9) 6.5
262.7 (38.0) 224.7 384.6 609.3 (36.0) 573.3 (78.1) 495.2
222.3 15.0
237.3 21.1
(30.0) 29.0 257.4 (50 |
1 | 60021646_3 | 60021646 | good contribution to performance.
Trading profi t from continuing operations increased by 19.7% to £266.2m despite the impact of the strength of sterling on the translation of US and continental Europe profi tability (£7.5m).
n UK n US n Other
33.8% 57.2%
9.0%
Pro Forma results for 12 months to December 31 Turnover
Trading profi t continuing Trading profi t discontinued
Associates Central expenses Property and other income Profi t before interest Interest Profi t before exceptional items Exceptional items Profi t before tax Taxation Profi t after tax Dividends
1997 £ million
2,478.1
1996 £ million
2,556.9
266.2 3.2
269.4 13.7
(26.9) 6.5
262.7 (38.0) 224.7 384.6 609.3 (36.0) 573.3 (78.1) 495.2
222.3 15.0
237.3 21.1
(30.0) 29.0 257.4 (50.0) 207.4 181.2 388.6 (33.2) 355.4 (78.1) 277.3
Hanson PLC 1
Operating and Financial Review
ARC
Crushed Rock
Tonnes (m)
£
20
6
5 15
4
10
3
2 5
1
0
0
93 94 95 96 97
Sand and Gravel
Tonnes (m) 15
12
9
6
3
0 93 94 95 96
£
7 6 5 4 3 2 1 0 97
Marine
Tonnes (m)
£
12,000
4
10,000 3
8,000
6,000
2
4,000 1
2,000
0
0
94 95 96 97
Premix Concrete
Tonnes (m)
7,000 6,000 5,000 4,000 3,000 2,000 1,000
0 94 95 96
£ 20
15
10
5
0 97
Coated |
1 | 60021646_b0 | 60021646 | 919 1149 (after June 1, 1998) E-mail pdefelice@hansonna.com
Hanson Pacific 5107 Central Plaza, 18 Harbour Road Wanchai, Hong Kong Tel: 852 2511 6171 Fax: 852 2511 6260
ARC Limited The Ridge, Chipping Sodbury Bristol BS17 6AY Tel: 01454 316000 Fax: 01454 325161
Cornerstone Construction & Materials Inc Monmouth Shores Corporate Park 1350 Campus Parkway Neptune, New Jersey 07753 Tel: 732 919 9777 Fax: 732 919 1149
Hanson Brick Limited Stewartby, Bedford MK43 9LZ Tel: 0990 258258 Fax: 01234 762041
Grove Worldwide Company 1565 Buchanan Trail E Shady Grove PA 17256-0021 Tel: 717 597 8121 Fax: 717 597 4062
Shareholder Services
Registrar Lloyds Bank Registrars The Causeway, Worthing West Sussex BN99 6DA Tel: 01903 502541 Fax: 01903 702481
PEP Services Henderson Investment Services PO Box 618 London EC2M 2TQ Tel: 0171 452 1357
Share dealing service Pershing Securities Limited 3 Harbour Exchange Square London E14 9GD Tel: 0171 345 6000
ADR Depositary Citibank, N.A. ADR Department Shareholder Services 111 Wall Street 5th Floor New York NY 10043 Tel: 800 422 2066
US Shareholder information To request the Directors' Report and Accounts. Tel: 800 8 HANSON
UK Share price information Tel: 0891 222 301
Advisors
Hoare Govett Corporate Finance Limited 4 Broadgate London EC2M 7LE Tel: 0171 601 0101 Fax: 0171 374 1587
Ernst & Young Chartered Accountants Registered Auditor Lowgate House Hull HU1 1JJ Tel: 01482 325531 Fax: 01482 320284
Printed on Classic Triple Silk which is Elemental Chlorine Free (ECF). The pulp is produced from trees farmed using the Plus Forest technique of farming. Classic Triple has been awarded the Nordic Swan Label which means that it has achieved low emissions on chlorine and sulphur. All emissions into air and water are maintained at levels to cause the least damage to the environment.
|
1 | 60021646_b1 | 60021646 | PLC and Millennium Chemicals Inc. and The Energy Group PLC is available from Paul Tunnacliffe at Hanson PLC in the UK and from Patricia DeFelice at Hanson in the US.
Information on the internet Published data on Hanson PLC which is updated regularly is available on UK Equities Direct, a service provided by Hemmington Scott Publishing Limited which can be accessed on the following web site address: http://www.hemscott.com and through Research Magazine on: www.shareholdernews.com/han.
32 Hanson PLC
Designed and produced by Pauffley, printed by Hyway Pennington.
Offices
Hanson PLC 1 Grosvenor Place London SW1X 7JH Tel: 0171 245 1245 Fax: 0171 235 3455
INVESTOR RELATIONS UK & CONTINENTAL EUROPE Justin Read Tel: 0171 245 1245 Fax: 0171 235 3455
INVESTOR RELATIONS USA
Patricia DeFelice Tel: 732 726 2426 Fax: 732 726 9290 Tel: 732 919 2310 (after June 1, 1998) Fax: 732 919 1149 (after June 1, 1998) E-mail pdefelice@hansonna.com
Hanson Pacific 5107 Central Plaza, 18 Harbour Road Wanchai, Hong Kong Tel: 852 2511 6171 Fax: 852 2511 6260
ARC Limited The Ridge, Chipping Sodbury Bristol BS17 6AY Tel: 01454 316000 Fax: 01454 325161
Cornerstone Construction & Materials Inc Monmouth Shores Corporate Park 1350 Campus Parkway Neptune, New Jersey 07753 Tel: 732 919 9777 Fax: 732 919 1149
Hanson Brick Limited Stewartby, Bedford MK43 9LZ Tel: 0990 258258 Fax: 01234 762041
Grove Worldwide Company 1565 Buchanan Trail E Shady Grove PA 17256-0021 Tel: 717 597 8121 Fax: 717 597 4062
Shareholder Services
Registrar Lloyds Bank Registrars The Causeway, Worthing West Sussex BN99 6DA Tel: 01903 502541 Fax: 01903 702481
PEP Services Henderson Investment Services PO Box 618 London EC2M 2 |
1 | 60021704_0 | 60021704 | Liberty International Holdings PLC Annual report 1997
Capital Shopping Centres Capital & Counties PensionStore Capital Shopping Centres Capital & Counties Portfolio Capital Shopping Cen Capital & Counties Liberty International Capital Shopping Centres Ca & Counties PensionStore Capital Shopping Centres Capital & Countie Capital Shopping Centres Capital & Counties PensionStore Capital Shopping Centres Capital & Counties Portfolio Capital Shopping Cen Capital & Counties Liberty International Capital Shopping Centres Ca & Counties PensionStore Capital Shopping Centres Capital & Countie Capital Shopping Centres Capital & Counties PensionStore Capital Shopping Centres Capital & Counties Portfolio Capital Shopping Cen Capital & Counties Liberty International Capital Shopping Centres Ca & Counties PensionStore Capital Shopping Centres Capital & Countie Capital Shopping Centres Capital & Counties PensionStore Capital Shopping Centres Capital & Counties Portfolio Capital Shopping Cen Capital & Counties Liberty International Capital Shopping Centres Ca & Counties PensionStore Capital Shopping Centres Capital & Countie Capital Shopping Centres Capital & Counties PensionStore Capital Shopping Centres Capital & Counties Portfolio Capital Shopping Cen Capital & Counties Liberty International Capital Shopping Centres Ca & Counties PensionStore Capital Shopping Centres Capital & Countie Capital Shopping Centres Capital & Counties PensionStore Capital Shopping Centres Capital & Counties Portfolio Capital Shopping Cen Capital & Counties Liberty International Capital Shopping Centres Ca & Counties PensionStore Capital Shopping Centres Capital & Countie
2 Financial highlights 2 Five year record 4 Chairman's statement 9 Review of operations 22 Group financial review 25 Share price history 26 Board of Directors 27 Corporate governance 28 Directors' report 30 Consolidated profit
and loss account 31 Consolidated balance sheet 32 Company balance sheet 33 Statement of total
recognised gains and losses 33 Reconciliation of movements
in shareholders' funds 33 Note of historical cost
profits and losses 34 Consolidated cash flow statement 35 Principal accounting policies 37 Notes to the accounts 55 Directors' responsibilities statement 55 Report of the auditors 56 Report of the Remuneration Committee 58 Details of major shopping centres 59 Details of major properties 60 Management structure and advisers
Liberty International Holdings PLC, which changed its name from TransAtlantic Holdings PLC in May 1996, is a UK registered company listed on The London Stock Exchange and on The Luxembourg Stock Exchange.
Since its incorporation in 1980, the primary objective of the company has been to create a high calibre international life insurance, pensions, asset management and property based financial services group in the English |
1 | 60021704_1 | 60021704 | & Counties PensionStore Capital Shopping Centres Capital & Counties Portfolio Capital Shopping Cen Capital & Counties Liberty International Capital Shopping Centres Ca & Counties PensionStore Capital Shopping Centres Capital & Countie
2 Financial highlights 2 Five year record 4 Chairman's statement 9 Review of operations 22 Group financial review 25 Share price history 26 Board of Directors 27 Corporate governance 28 Directors' report 30 Consolidated profit
and loss account 31 Consolidated balance sheet 32 Company balance sheet 33 Statement of total
recognised gains and losses 33 Reconciliation of movements
in shareholders' funds 33 Note of historical cost
profits and losses 34 Consolidated cash flow statement 35 Principal accounting policies 37 Notes to the accounts 55 Directors' responsibilities statement 55 Report of the auditors 56 Report of the Remuneration Committee 58 Details of major shopping centres 59 Details of major properties 60 Management structure and advisers
Liberty International Holdings PLC, which changed its name from TransAtlantic Holdings PLC in May 1996, is a UK registered company listed on The London Stock Exchange and on The Luxembourg Stock Exchange.
Since its incorporation in 1980, the primary objective of the company has been to create a high calibre international life insurance, pensions, asset management and property based financial services group in the English-speaking world, through investing in high quality strategic businesses with the prospect of significant growth and capital appreciation in the medium term.
The group has total shareholders' funds, including minority interests and subordinated convertibles, exceeding £2.5 billion and total assets of approximately £4.9 billion including £1.7 billion of insurance assets attributable to unit linked policyholders. Cash balances at 31 December 1997 amounted to £480 million and are substantially earmarked for the development of the group's international financial services businesses following the disposal for £527 million of its 50% interest in the UK life insurer, Sun Life Corporation plc, in August 1995.
Liberty International's property interests consist of a 72% interest in Capital Shopping Centres PLC ("CSC"),
the UK's largest shopping centre specialist with a portfolio of nine regional shopping centres including five of the UK's top ten centres amounting in aggregate to £1.98 billion, and a 100% interest in Capital & Counties plc ("Capital & Counties"), which operates the group's commercial and retail properties in the UK, USA and Australia, with a portfolio amounting to £733 million.
The current financial services activities of the Liberty International group include; Liberty International Pensions Limited |
1 | 60021704_2 | 60021704 | -speaking world, through investing in high quality strategic businesses with the prospect of significant growth and capital appreciation in the medium term.
The group has total shareholders' funds, including minority interests and subordinated convertibles, exceeding £2.5 billion and total assets of approximately £4.9 billion including £1.7 billion of insurance assets attributable to unit linked policyholders. Cash balances at 31 December 1997 amounted to £480 million and are substantially earmarked for the development of the group's international financial services businesses following the disposal for £527 million of its 50% interest in the UK life insurer, Sun Life Corporation plc, in August 1995.
Liberty International's property interests consist of a 72% interest in Capital Shopping Centres PLC ("CSC"),
the UK's largest shopping centre specialist with a portfolio of nine regional shopping centres including five of the UK's top ten centres amounting in aggregate to £1.98 billion, and a 100% interest in Capital & Counties plc ("Capital & Counties"), which operates the group's commercial and retail properties in the UK, USA and Australia, with a portfolio amounting to £733 million.
The current financial services activities of the Liberty International group include; Liberty International Pensions Limited, which operates as a specialist pension company under the brand name PensionStore; Portfolio Fund Management Limited, a UK unit trust group; and Liberty International Jersey Limited, an offshore international asset management business.
Liberty International's majority shareholder, with approximately a 69% interest, is Liberty Life Association of Africa Limited ("Liberty Life"). Liberty Life is the largest proprietary life insurance company in South Africa and is listed on the Johannesburg and London Stock Exchanges with a current market capitalisation of around £4.5 billion. In addition to its life insurance operations, Liberty Life holds a number of key strategic investments in South Africa including Standard Bank and South African Breweries.
Financial highlights
· Total return to shareholders for the year of 26%.*
· 5 year compound total return to shareholders of 20% per annum.*
· Exceptional financial strength with capital resources of £2.57 billion including cash balances of £480 million.
* Calculated on the basis of growth in net asset value together with gross dividends.
Operating profit Profit on ordinary activities before taxation Earnings per share before exceptional items Earnings per share Dividends per ordinary share Share capital and reserves Total shareholders' funds including
minority interests Capital resources including
subord |
1 | 60021704_3 | 60021704 | , which operates as a specialist pension company under the brand name PensionStore; Portfolio Fund Management Limited, a UK unit trust group; and Liberty International Jersey Limited, an offshore international asset management business.
Liberty International's majority shareholder, with approximately a 69% interest, is Liberty Life Association of Africa Limited ("Liberty Life"). Liberty Life is the largest proprietary life insurance company in South Africa and is listed on the Johannesburg and London Stock Exchanges with a current market capitalisation of around £4.5 billion. In addition to its life insurance operations, Liberty Life holds a number of key strategic investments in South Africa including Standard Bank and South African Breweries.
Financial highlights
· Total return to shareholders for the year of 26%.*
· 5 year compound total return to shareholders of 20% per annum.*
· Exceptional financial strength with capital resources of £2.57 billion including cash balances of £480 million.
* Calculated on the basis of growth in net asset value together with gross dividends.
Operating profit Profit on ordinary activities before taxation Earnings per share before exceptional items Earnings per share Dividends per ordinary share Share capital and reserves Total shareholders' funds including
minority interests Capital resources including
subordinated convertible bonds Net assets per share Net assets per share (fully diluted)
Increase 20% 26% 16% 30% 10% 23%
24%
22% 22% 18%
1997 £141.6m £126.3m
22.85p 28.19p 17.60p £1,733m
£2,242m
£2,570m 531p 525p
1996 £118.2m £100.4m 19.77p
21.62p 16.00p £1,411m
£1,815m
£2,114m 436p 445p
1 Liberty International Holdings PLC
Five year record
Balance sheet
Investment properties: UK shopping centres Other
Investment in associated company Insurance assets attributable to unit linked policyholders Other assets less current liabilities Total assets less current liabilities Long term debt Subordinated convertible bonds group Liabilities attributable to unit linked policyholders
Share capital and reserves Minority interests Total shareholders' funds including minority interests
1993 £m
576.5 532.0
1,108.5 407.4 28.3
1,544.2 (477.3) |
1 | 60021704_b0 | 60021704 | 4
23.4
18.4
14.7
US £m
92.2 22.9
115.1
17.1
Total £m
308.5 361.1
669.6
100.0
% 46.1 53.9 100.0
59 Liberty International Holdings PLC
Management structure and advisers
Liberty International Holdings PLC
D. Gordon Chairman J. Sutcliffe Deputy Chairman D.A. Fischel Managing Director F.B. Sher Executive Director A.C. Smith Finance Director J.S. Bottle Company Secretary
Registered office 40 Broadway, London SW1H 0BT Telephone 0171 222 5496 Facsimile 0171 222 5554
Registered number 1503621
Capital Shopping Centres PLC
Douglas Leslie Managing Director John Abel Property Director Peter Badcock Finance and Operations Director
40 Broadway, London SW1H 0BU Telephone 0171 887 4220 Facsimile 0171 887 4225
Capital & Counties plc
John Saggers Managing Director Bill Black Director
40 Broadway, London SW1H 0BU Telephone 0171 887 7000 Facsimile 0171 887 0000
Liberty International Pensions Limited
Marc Hommel Managing Director
40 Broadway, London SW1H 0BT Telephone 0171 222 4290 Facsimile 0171 222 4167
PensionStore Operations Centre P.O. Box 6500 Peterborough PE1 1PS Telephone 01733 353600 Facsimile 01733 353656
Liberty International Jersey Limited
Ron Mitchell Chief Executive
2nd Floor, Crown House P.O. Box 185, 18 Grenville Street St. Helier, Jersey JE4 9RP Telephone 01534 625500 Facsimile 01534 625600
Portfolio Fund Management Limited
Tim Miller Managing Director Richard Timberlake Investment Director Paul Talbot Sales Director
64 London Wall, London EC2M 5TY Telephone0171 638 0808 Facsimile 0171 638 0050
Registrars Independent Registrars Group Limited Balfour House, 390/398 High Road Ilford, Essex IG1 1NQ Telephone 0181 639 2000 Facsimile 0181 478 7717
Auditors Coopers & Lybrand Chartered Accountants and Registered Auditors
Solicitors Linklaters & Paines
60 Liberty International Holdings PLC
|
1 | 60021704_b1 | 60021704 | Francisco 175,000 sq. ft. speciality retail centre (50% interest).
Parnassus Heights Medical Center, 350 Parnassus Avenue, San Francisco 62,500 sq. ft. of of fices (50% interest).
Jackson Amador Shopping Center Hayward, California 108,000 sq. ft. community shopping centre anchored by a supermarket, drug store and major health club.
The Willows Shopping Center, Concord, California 235,000 sq. ft. community shopping centre anchored by large and medium sized category dominant retailers.
The Marketplace, Davis, California 112,500 sq. ft. community shopping centre anchored by a supermarket and drug store.
Analysis of Capital & Counties plc investment property valuations at 31 December 1997
Central London
£m
Outer London
£m
Other UK £m
Australia £m
Retail Offices
65.3
46.8
104.2
111.5
109.8
18.7
98.2
Total
176.8
156.6
122.9
98.2
%
26.4
23.4
18.4
14.7
US £m
92.2 22.9
115.1
17.1
Total £m
308.5 361.1
669.6
100.0
% 46.1 53.9 100.0
59 Liberty International Holdings PLC
Management structure and advisers
Liberty International Holdings PLC
D. Gordon Chairman J. Sutcliffe Deputy Chairman D.A. Fischel Managing Director F.B. Sher Executive Director A.C. Smith Finance Director J.S. Bottle Company Secretary
Registered office 40 Broadway, London SW1H 0BT Telephone 0171 222 5496 Facsimile 0171 222 5554
Registered number 1503621
Capital Shopping Centres PLC
Douglas Leslie Managing Director John Abel Property Director Peter Badcock Finance and Operations Director
40 Broadway, London SW1H 0BU Telephone 0171 887 4220 Facsimile 0171 887 4225
Capital & Counties plc
John Saggers Managing Director Bill Black Director
40 Broadway, London SW1H 0BU Telephone 0171 887 7000 Facsimile 0171 887 0000
|
1 | 60021741_0 | 60021741 | REPORT & FINANCIAL STATEMENTS 1997
Contents
1
Highlights
2
Chairman's Statement
4
Business Review
12 Directors and Advisers
13 Directors' Report
16 Corporate Governance
17 Remuneration Committee Report
19 Review Report by the Auditors on Corporate Governance
20 Directors' Responsibilities
20 Auditors' Report
22 Consolidated Profit and Loss Account 23 Balance Sheets 24 Consolidated Cash Flow Statement 25 Other Financial Statements 26 Statement of Accounting Policies 27 Notes to the Financial Statements 36 Principal Subsidiary Companies 37 Five Year Financial Summary 38 Shareholder Information 39 Notice of Annual General Meeting
1997 Highlights · Pre-tax profit increased 37% to £2.24 million · Total dividend doubled to 0.8p · NAV per share increased 21% to 109p · Gearing reduced from 295% to 174% · Voids reduced to 1.5% of rental income
1
Chairman's Statement
1997 has been a year of real progress for Estates & General with significant growth in both profitability and asset value. It has been a year in which the property market has shown a steady recovery. There is evidence, albeit selective, of rising rental values and improving capital values although the extent to which recent increases in interest rates will moderate this upturn remains to be seen.
1997 has been a year of real
progress for Estates & General
with significant growth in both
profitability and asset value.
The Company has been successful in two key areas. Gearing has been significantly reduced from 295% to 174% and voids now stand at 1.5% of contracted rental income. Our strategy for the future will be to continue to actively manage the portfolio, to look to enhance rental growth, to take advantage of the scope for trading mature properties and to achieve value from our development sites.
Results The pre-tax profit for the year ended 31 December 1997 increased by 37% to £2.24 million with earnings per share at 7.9p. The annual re-valuation produced a 7% increase in the value of the investment portfolio and this contributed to a 21% uplift in the net asset value per share to 109p at 31 December 1997.
An increased final dividend of
0.5p is proposed
Dividend Your Board recommends a dividend which continues to reflect the rental surplus generated by the business. An increased final dividend |
1 | 60021741_1 | 60021741 | evidence, albeit selective, of rising rental values and improving capital values although the extent to which recent increases in interest rates will moderate this upturn remains to be seen.
1997 has been a year of real
progress for Estates & General
with significant growth in both
profitability and asset value.
The Company has been successful in two key areas. Gearing has been significantly reduced from 295% to 174% and voids now stand at 1.5% of contracted rental income. Our strategy for the future will be to continue to actively manage the portfolio, to look to enhance rental growth, to take advantage of the scope for trading mature properties and to achieve value from our development sites.
Results The pre-tax profit for the year ended 31 December 1997 increased by 37% to £2.24 million with earnings per share at 7.9p. The annual re-valuation produced a 7% increase in the value of the investment portfolio and this contributed to a 21% uplift in the net asset value per share to 109p at 31 December 1997.
An increased final dividend of
0.5p is proposed
Dividend Your Board recommends a dividend which continues to reflect the rental surplus generated by the business. An increased final dividend of 0.5p is proposed making a total of 0.8p for the year, twice the dividend paid last year.
Acquisition The acquisition of a portfolio of properties from Northern Foods Pension Fund for £9.5 million was completed in April 1997. The portfolio, which comprised mainly retail properties located throughout England, added some £880,000 per annum of income to the rent roll from predominantly national covenants. As part of the transaction, the vendor accepted 2.5 million ordinary shares which our brokers, Sutherlands, placed in the market.
Excellent progress on the
lettings front
Property Portfolio During the year over £24 million of property was sold, including the retail park at Beckton, generating an aggregate contribution to pre-tax profits of £1.5 million. Excellent progress on the lettings front assisted some of the disposals and the remaining void space amounts to 1.5% of total gross contracted rent roll, which stood at £8 million at the year end. The investment portfolio, which was revalued by DTZ Debenham Thorpe, improved by 7% to stand at £64.9 million at the year end. Trading properties amounting to £20 million continue to be held at the lower |
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