label int64 1 1 | id stringlengths 10 12 | original_id stringlengths 8 9 | text stringlengths 347 29.5k |
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1 | 60021741_2 | 60021741 | 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 of cost or value. We expect our two joint ventures, which are in the process of being wound up, to make a positive contribution this year following a loss of £274,000 in 1997.
2
Chairman's Statement
Development activity is expected to accelerate in the current financial year. Owing to a supply shortage of high quality new office space in the western sector of the M25 corridor, we have seen an increase in the value of the development site in Rickmansworth which currently has planning consent for 68,000 sq ft net of office accommodation. As soon as a satisfactory outcome to the revised planning application has been achieved, we will pursue all available options although these will not include developing on our own account. The office development site at Sunbury, which was sold to Canada Life, is progressing well with construction at an advanced stage. A further payment is due to the Company on a successful letting. An outline planning consent for general industrial development has been obtained on a 10 acre site at Melksham in Wiltshire and negotiations are underway with potential occupiers. We are looking forward to further good news on these sites in 1998. The prospects for the commercial property market as a whole during 1998 are positive. We expect evidence of rental growth |
1 | 60021741_3 | 60021741 | of cost or value. We expect our two joint ventures, which are in the process of being wound up, to make a positive contribution this year following a loss of £274,000 in 1997.
2
Chairman's Statement
Development activity is expected to accelerate in the current financial year. Owing to a supply shortage of high quality new office space in the western sector of the M25 corridor, we have seen an increase in the value of the development site in Rickmansworth which currently has planning consent for 68,000 sq ft net of office accommodation. As soon as a satisfactory outcome to the revised planning application has been achieved, we will pursue all available options although these will not include developing on our own account. The office development site at Sunbury, which was sold to Canada Life, is progressing well with construction at an advanced stage. A further payment is due to the Company on a successful letting. An outline planning consent for general industrial development has been obtained on a 10 acre site at Melksham in Wiltshire and negotiations are underway with potential occupiers. We are looking forward to further good news on these sites in 1998. The prospects for the commercial property market as a whole during 1998 are positive. We expect evidence of rental growth to continue and to benefit from our exposure to the M25 office sector.
The Balance Sheet as at 31
December 1997 has been
substantially strengthened
Balance Sheet and Finance The Balance Sheet as at 31 December 1997 has been substantially strengthened by retained profitability and uplift in property values as well as through the issue of shares in support of the portfolio acquisition in April. The position at the year end shows an improvement in net assets of £7.5 million to £30.75 million representing a 32% advance on the comparative figure for 1996.
Gearing has been reduced to 174% from 295% at 31 December 1996 as a result of the combined effect of the disposal programme and movement in values. We have targeted a further reduction in gearing in 1998 giving the management increased scope to take the Group forward. The Company has minimum exposure to any increases in interest rates for the foreseeable future as all debt is either fixed or hedged until 1999 at the earliest.
The Company has minimum
exposure to any increases in
interest rates for the
foreseeable future
Appreciation I would like to express my appreciation to my colleagues on the Board, to our staff and to all others concerned for their support and commitment over a year in which the fortunes of |
1 | 60021741_b0 | 60021741 | persons are proportionate (as nearly as may be) to the respective numbers of shares held by each of 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 the requirements of, any regulatory body or Stock Exchange in any territory or otherwise howsoever); and
39
Notice of Annual General Meeting continued
(ii) to the allotment (other than pursuant to subparagraph (i) above) of equity securities up to an aggregate nominal value of £141,475
and shall expire at the conclusion of the Annual General Meeting of the Company in 1999 or (if earlier) the date which is fifteen months after the date of 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 to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
By Order of the Board
NOTES:1. A member entitled to attend and vote at the Meeting may appoint
another person or persons (whether a member or not) as his/her proxy to attend and, on a poll, vote for him/her. To be valid, Forms of Proxy, one of which is enclosed, must be signed by the appointer and must be lodged at the Registrars' office at least 48 hours before the Meeting. A proxy need not be a member of the Company. Entitlements to attend and vote at the Meeting will be determined by reference to the Register of Members of the Company at midnight on 2 April 1998. 2. This Notice is sent for information only to the holders of the 11.25 per cent First Mortgage Debenture Stock 2018 and the 12.4 per cent First Mortgage Debenture Stock 2008, who are not entitled to attend and vote at the Meeting.
David G M Cull Secretary 2 March 1998
Penn House 30 High Street Rickmansworth Herts WD3 1EP
40
Printed by THE MIDAS PRESS
ESTATES & GENERAL PLC PENN HOUSE, 30 HIGH STREET RICKMANSWORTH, HERTFORDSHIRE WD3 1EP
TELEPHONE: 01923 285999 FACSIMILE: 01923 770547 REGISTERED IN ENGLAND ( NO. 50072)
|
1 | 60021741_b1 | 60021741 | Act 1985) up to an aggregate nominal amount of £943,168 provided that this authority shall expire on the date which is five years 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; and so that the foregoing shall be in substitution for the authority conferred on the Directors of the Company in that regard at the Annual General Meeting held on 9 April 1997. 7. That, subject to the passing of Resolution 6 above, 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 Resolution 6 above 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 the holders of equity securities of the Company as the Board may determine where the equity securities attributable to the interests of such persons are proportionate (as nearly as may be) to the respective numbers of shares held by each of 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 the requirements of, any regulatory body or Stock Exchange in any territory or otherwise howsoever); and
39
Notice of Annual General Meeting continued
(ii) to the allotment (other than pursuant to subparagraph (i) above) of equity securities up to an aggregate nominal value of £141,475
and shall expire at the conclusion of the Annual General Meeting of the Company in 1999 or (if earlier) the date which is fifteen months after the date of 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 to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
By Order of the Board
NOTES:1. A member entitled to attend and vote at the Meeting may appoint
another person or persons (whether a member or not) as his/her proxy |
1 | 60021859_0 | 60021859 | Successfully blending
Engineering and Polymer
Technology
British Vita PLC Annual Report and Accounts 1997
Contents 1 Financial highlights 2 Chairman's statement 3 Chief Executive's review 4 Financial review 6 Summary of financial data
19931997 7 Group profile 8 Review of operations 8 Cellular polymers 10 Industrial 12 Fibres and fabrics 14 Directors and officers 16 Directors' report 20 Remuneration committee report 22 Accounting policies 24 Consolidated profit and
loss account 25 Statement of total recognised
gains and losses 26 Balance sheets 27 Cash flow statement 28 Notes to the accounts 43 Principal subsidiary and
associated undertakings 45 Directors' and auditors'
responsibility statements 46 Auditors' reports 48 Notice of meeting 50 Shareholder information
Vita is an International leader in the application of science, technology and engineering... to the production of specialised polymer, fibre and fabric components... for the furnishing, transportation, apparel, packaging and engineering industries throughout the world.
FINANCIAL HIGHLIGHTS
Turnover of continuing operations
Operating profit on continuing operations Share of profits of continuing associated undertakings Profit on ordinary activities before tax on continuing operations
Earnings per Ordinary share from continuing operations Dividend per Ordinary share
1
1997 808.4
£m 1996
873.5
55.5
49.9
9.6
8.3
66.2
58.4
19.8p 8.75p
17.2p 8.25p
British Vita PLC Annual Report & Accounts 1997
CHAIRMAN'S STATEMENT
Excellent progress
2
A most successful year in which
feature of these results with continued
encouraging in most areas of operation.
we achieved record pre-tax profits of acquisition activity and substantial
The recent events in some of the Far
£66.2m, an improvement of 16% over
capital expenditure.
Eastern and Asian economies suggest
the previous year, based upon
Sterling's value against most other
that raw materials prices should remain
volume growth of 5%.
currencies remains high and whilst it has
stable in the short to medium term.
Earnings per share on continuing
had minimal overall effect on profitability,
With regard to the turmoil in these
operations have further improved by
|
1 | 60021859_1 | 60021859 | 808.4
£m 1996
873.5
55.5
49.9
9.6
8.3
66.2
58.4
19.8p 8.75p
17.2p 8.25p
British Vita PLC Annual Report & Accounts 1997
CHAIRMAN'S STATEMENT
Excellent progress
2
A most successful year in which
feature of these results with continued
encouraging in most areas of operation.
we achieved record pre-tax profits of acquisition activity and substantial
The recent events in some of the Far
£66.2m, an improvement of 16% over
capital expenditure.
Eastern and Asian economies suggest
the previous year, based upon
Sterling's value against most other
that raw materials prices should remain
volume growth of 5%.
currencies remains high and whilst it has
stable in the short to medium term.
Earnings per share on continuing
had minimal overall effect on profitability,
With regard to the turmoil in these
operations have further improved by
it has impacted on the translation values
economies, Vita is well positioned due
15% to 19.8p and the dividend for the of the sales of overseas subsidiaries and
to its geographic spread and product
year is increased by 6% whilst at the
is responsible for more than the net
portfolio such that any effect is expected
same time maintaining our objective
decline in continuing sales.
to be minimal.
of building dividend cover.
Board changes
We will continue, as ever, to maintain
At the close of the forthcoming Annual
the unrelenting quest for competitiveness
General Meeting, Mr Duncan Lawton will
and to seek profitable growth by
Operating profits on continuing
retire from the Board after 30 years with
acquisition and investment to enhance
operations increased by 11% to £55.5m.
Vita, 26 of those as a member of the
further our position as a leading world
The share of profits from our associates
Board. During this time, Duncan has
player in the growing applications for
showed good progress, with Spart |
1 | 60021859_2 | 60021859 |
it has impacted on the translation values
economies, Vita is well positioned due
15% to 19.8p and the dividend for the of the sales of overseas subsidiaries and
to its geographic spread and product
year is increased by 6% whilst at the
is responsible for more than the net
portfolio such that any effect is expected
same time maintaining our objective
decline in continuing sales.
to be minimal.
of building dividend cover.
Board changes
We will continue, as ever, to maintain
At the close of the forthcoming Annual
the unrelenting quest for competitiveness
General Meeting, Mr Duncan Lawton will
and to seek profitable growth by
Operating profits on continuing
retire from the Board after 30 years with
acquisition and investment to enhance
operations increased by 11% to £55.5m.
Vita, 26 of those as a member of the
further our position as a leading world
The share of profits from our associates
Board. During this time, Duncan has
player in the growing applications for
showed good progress, with Spartech
made an outstanding contribution to the
polymer-based science technologies.
again maintaining its strong growth
development of the Group and, on behalf
and profit performance.
of all shareholders, I wish him a long and
Our companies operate in many
happy retirement.
business climates which, overall, have
A suitable replacement for Mr Lawton
proved to be more favourable in 1997.
as a non-executive director is actively
Our re-positioning in some of the tougher being sought and I hope to announce an
markets has enabled us to improve
appointment in the near future.
R. McGee CBE
performance in those territories. Raw
Personnel
9 March 1998
materials prices in the main remained
The continuing improvement in
stable throughout the year, with the
our performance is a challenge and
exception of some reduction in polyester
testimony to the commitment, dedication
fibre prices and increases in specific
and hard work of all employees and I
polymers within the Industrial division.
would like to take this opportunity to |
1 | 60021859_3 | 60021859 | ech
made an outstanding contribution to the
polymer-based science technologies.
again maintaining its strong growth
development of the Group and, on behalf
and profit performance.
of all shareholders, I wish him a long and
Our companies operate in many
happy retirement.
business climates which, overall, have
A suitable replacement for Mr Lawton
proved to be more favourable in 1997.
as a non-executive director is actively
Our re-positioning in some of the tougher being sought and I hope to announce an
markets has enabled us to improve
appointment in the near future.
R. McGee CBE
performance in those territories. Raw
Personnel
9 March 1998
materials prices in the main remained
The continuing improvement in
stable throughout the year, with the
our performance is a challenge and
exception of some reduction in polyester
testimony to the commitment, dedication
fibre prices and increases in specific
and hard work of all employees and I
polymers within the Industrial division.
would like to take this opportunity to
Generally, increases anticipated during
thank everyone for their achievements.
the fourth quarter did not materialise.
The future
Cash generation is again a strong
The start to the year has been
British Vita PLC Annual Report & Accounts 1997
CHIEF EXECUTIVE'S REVIEW
Improved margins and growth
I am pleased to report a strong
The joint venture in China and the
the workplace, strongly supported by
3
21% improvement in overall
recently announced investment in Brazil
the expertise of a central co-ordinating
operating margin to 6.9% (5.7%),
are further evidence of the commitment
team working positively with the
reflecting the considerable effort
of Vita to the supply of automotive
individual businesses.
that has taken place at business
laminatable foams worldwide. Vita Baltic
Future opportunities
level. In the second half of the year
International, a foam manufacturing
Vita, with its unique position as a
the margin increased to 7.3% from
business, has been established in
|
1 | 60021859_b0 | 60021859 | .
British Vita PLC Annual Report & Accounts 1997
Analysis of Ordinary shareholders
51
Numbers of
Numbers of
Analysis by category
shareholders
Ordinary shares
Assurance and insurance companies
10
12,337,600
Miscellaneous bodies
397
8,354,616
Nominee companies
807
180,682,745
Private holders
2,498
18,846,896
Pension funds and pension trustees
5
1,472,093
Totals as at 9 March 1998
3,717
221,693,950
Analysis by shareholding Under 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 500,000 Over 500,000 Totals as at 9 March 1998
Numbers of shareholders
976 1,569
391 528 164
89 3,717
Numbers of Ordinary shares
469,664 3,918,312 2,819,448 17,689,689 38,386,236 158,410,601 221,693,950
Financial calendar
Preliminary announcement of results for the financial year
Report and Accounts circulated Annual General Meeting Interim Report
Dividend payments Interim Final
Early March
Late March Mid April
Early September
Mid November Mid May
British Vita PLC Annual Report & Accounts 1997
Board photographs throughout were specially commissioned from Simon Potter. The background photographs to pages 9, 11 and 13 were taken by Michael Banks and the factory photographs were taken by Stephen Barnett.
The product photography, together with those on page 7, were taken by Andrew Olney. The cover is reproduced by arrangement with Photonica, retouched by Metro Imaging.
Designed by Tatham Pearce Limited, London. Printed by Pillans and Wilson Greenaway Limited, Manchester and Edinburgh.
Printed on Consort Royal era, manufactured from chlorine-free virgin fibre, sourced only from sustainable managed forests, and with a minimum of 25% post consumer waste.
British Vita PLC Middleton, Manchester M24 2DB Telephone: 0161 643 1133 Facsimile: 0161 653 5411 http://www.vita.co.uk/vita
|
1 | 60021859_b1 | 60021859 | The tax
The Causeway
treatment is based on the manager's
Worthing
understanding of the Personal Equity
West Sussex
Plan Regulations but does not reflect
BN99 6DA
the changes announced in the July
Telephone 01903 833423
and November 1997 budgets. PEPs
will no longer be available from April
Principal bankers
1999, and the tax relief on dividends
National Westminster Bank Plc
will change from that date. The
Lloyds Bank Plc
Government intends to launch a new
Deutsche Bank AG
form of Individual Savings Account
(ISA), the exact format of which is still
Stockbrokers
under discussion. It is likely that PEPs
Kleinwort Benson Securities Ltd.
will be eligible for direct transfer into
Henry Cooke Lumsden Plc
an ISA. It has been proposed that
an upper limit of £50,000 should be
Financial advisers
imposed on the value of investments
Kleinwort Benson Securities Ltd.
transferred into an ISA.
British Vita PLC Annual Report & Accounts 1997
Analysis of Ordinary shareholders
51
Numbers of
Numbers of
Analysis by category
shareholders
Ordinary shares
Assurance and insurance companies
10
12,337,600
Miscellaneous bodies
397
8,354,616
Nominee companies
807
180,682,745
Private holders
2,498
18,846,896
Pension funds and pension trustees
5
1,472,093
Totals as at 9 March 1998
3,717
221,693,950
Analysis by shareholding Under 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 500,000 Over 500,000 Totals as at 9 March 1998
Numbers of shareholders
976 1,569
391 528 164
89 3,717
Numbers of Ordinary shares
469,664 3,918,312 2,819,448 17,689,689 38, |
1 | 60022198_0 | 60022198 | St. MODWEN PROPERTIES
PLC
Annual Report 1997
St. Modwen is a landbased property company, with particular skills in developing large or challenging sites and in creating or enhancing rental income from new and existing situations.
Contents
Financial Highlights
1
Chairman's Statement
2
Chief Executive's Operational Review
5
Portfolio Information
16
Directors and Advisers
18
Statutory Report and Accounts
19
q Profit Before Tax up 16% to £13.6m
q Earnings per share up 21% to 8.2p
q Rental Income up 20% to £16.8m
q Dividend per Share up 20% to 3.0p
q Net Assets per Share up 21% to 69p
Chairman's
Statement
"St. Modwen's speciality is its ability to manage and develop large or challenging sites"
Dividends per Share
93 94 95 96 97
I am delighted to report on another excellent year for your company. Profits before tax have increased by 16% to a record £13.6m (£11.7m). Earnings per share have grown by 21% to 8.2p (6.8p) and net assets per share have also increased by 21% to 69p (57p).
Your board is strongly committed to a progressive dividend policy supported by a steadily increasing rental income. Accordingly, a final dividend of 2.1p is proposed (1.7p), making a total payment of 3.0p (2.5p) -- an increase of 20%. The final dividend will be payable on 24 April 1998 to shareholders on the register on 6 March 1998.
D E V E L O P M E N T S St. Modwen's speciality is its ability to manage and develop large or challenging sites, most of which are "brown-land". Indeed, the 1997 development sales came entirely from "brown-land" developments. Your company is therefore able to plan and implement a development programme from its land bank with a regularity which is unusual for the sector. It also enables the company to avoid having to compete for land when the sector is overheated.
This year's development programme produced a contribution of £7.8m (£6.1m)
and at the year-end we were |
1 | 60022198_1 | 60022198 | 11.7m). Earnings per share have grown by 21% to 8.2p (6.8p) and net assets per share have also increased by 21% to 69p (57p).
Your board is strongly committed to a progressive dividend policy supported by a steadily increasing rental income. Accordingly, a final dividend of 2.1p is proposed (1.7p), making a total payment of 3.0p (2.5p) -- an increase of 20%. The final dividend will be payable on 24 April 1998 to shareholders on the register on 6 March 1998.
D E V E L O P M E N T S St. Modwen's speciality is its ability to manage and develop large or challenging sites, most of which are "brown-land". Indeed, the 1997 development sales came entirely from "brown-land" developments. Your company is therefore able to plan and implement a development programme from its land bank with a regularity which is unusual for the sector. It also enables the company to avoid having to compete for land when the sector is overheated.
This year's development programme produced a contribution of £7.8m (£6.1m)
and at the year-end we were carrying forward an estimated £7m contribution from schemes which were either physically complete or pre-sold.
In addition, we have secured since the year-end, the largest pre-let in the company's history with the letting of a 140,000 sq. ft. Call Centre to Prudential Banking plc at Pride Park, Derby. There is also the potential for a second phase of similar size.
I am confident that the stream of development profits will continue, particularly as the size of our land bank continues to grow. At the yearend the company controlled by direct ownership and through development agreements 383 hectares of potential commercial development land and 245 hectares of potential residential land.
I N V E S T M E N T S The company's recurring income surplus has continued to grow and during the year under review was £5.7m (£5.3m). Rental income rose to a record £16.8m (£14.0m) and by the year-end our contracted rent-roll had reached £17.8m.
Our acquisition criteria have led to the establishment of a portfolio where we can add value through active m a n a g e m e n t.
2
St. MODWEN |
1 | 60022198_2 | 60022198 | carrying forward an estimated £7m contribution from schemes which were either physically complete or pre-sold.
In addition, we have secured since the year-end, the largest pre-let in the company's history with the letting of a 140,000 sq. ft. Call Centre to Prudential Banking plc at Pride Park, Derby. There is also the potential for a second phase of similar size.
I am confident that the stream of development profits will continue, particularly as the size of our land bank continues to grow. At the yearend the company controlled by direct ownership and through development agreements 383 hectares of potential commercial development land and 245 hectares of potential residential land.
I N V E S T M E N T S The company's recurring income surplus has continued to grow and during the year under review was £5.7m (£5.3m). Rental income rose to a record £16.8m (£14.0m) and by the year-end our contracted rent-roll had reached £17.8m.
Our acquisition criteria have led to the establishment of a portfolio where we can add value through active m a n a g e m e n t.
2
St. MODWEN PROPERTIES PLC
We have again outperformed the IPD total return index (Investment Property Database). St. Modwen's portfolio produced a return of 17.2% in the year to November 1997 (IPD 15.0%), thereby producing an average return over the last four years of 14.3% (IPD 10.4%).
ACQUISITIONS AND FINANCE 1997 was a year of considerable activity for St. Modwen. Investment on acquisitions, and in progressing development schemes exceeded £30m during the year. Notwithstanding this, year-end gearing remained at a similar level to last year at 96%.
I am pleased to report that in line with the company's growth, we have increased our banking facilities to £136m. This is in addition to the facilities available to Key Property Investments Limited described below.
KEY PROPERTY INVESTMENTS An important part of our strategy has been to secure more firepower to participate in larger investment schemes. We are delighted, therefore, that our joint venture with Salhia Real Estate Company of Kuwait has got off to such an excellent start with the acquisition of a portfolio of properties from Refuge Assurance for £36m and the agreement to acquire from MEPC the larger part of |
1 | 60022198_3 | 60022198 | PROPERTIES PLC
We have again outperformed the IPD total return index (Investment Property Database). St. Modwen's portfolio produced a return of 17.2% in the year to November 1997 (IPD 15.0%), thereby producing an average return over the last four years of 14.3% (IPD 10.4%).
ACQUISITIONS AND FINANCE 1997 was a year of considerable activity for St. Modwen. Investment on acquisitions, and in progressing development schemes exceeded £30m during the year. Notwithstanding this, year-end gearing remained at a similar level to last year at 96%.
I am pleased to report that in line with the company's growth, we have increased our banking facilities to £136m. This is in addition to the facilities available to Key Property Investments Limited described below.
KEY PROPERTY INVESTMENTS An important part of our strategy has been to secure more firepower to participate in larger investment schemes. We are delighted, therefore, that our joint venture with Salhia Real Estate Company of Kuwait has got off to such an excellent start with the acquisition of a portfolio of properties from Refuge Assurance for £36m and the agreement to acquire from MEPC the larger part of Farnborough town centre, for a similar consideration. Both of these transactions took place after the year-end.
This important strategic move, which is being largely funded by bank
"We have secured since the year-end, the largest pre-let in the company's history"...
borrowings with no recourse to the joint venture's shareholders, will provide a regular source of income and asset growth to St. Modwen.
FINANCIAL PERFORMANCE St. Modwen's active approach to investment and land management and development performance has achieved an above average growth in capital, earnings and dividends. The pre-tax return for the year was 20%, and the average for the five years to 30 November 1997 was 19%. During the same period the dividend has grown by 200%; earnings by 272%; and net assets per share by 97%.
The increase in net assets per share during the year was achieved by a combination of revenue retentions and valuation surplus, the portfolio showing an increase of 6.6% following the annual valuation undertaken by King Sturge & Co. The portfolio continues to show a healthy surplus over borrowing costs and its running yield was 11.1% following the valuation.
in the continued progress made by |
1 | 60022198_b0 | 60022198 | Shopping Centre in 1994 was treated by the company as an exceptional item in that year's accounts. The effect of the sale on pre-tax profit and earnings per share has been eliminated from the above graphs.
46
St. MODWEN PROPERTIES PLC
An Active Year for St. Modwen
1996 December
1997 January February March April May June
July August
September
October November
-- Sold Orbital Retail I -- Acquired Buttermarket, Shopping Centre,
N e w a r k
-- Acquired British Coal Residential Portfolios
-- Sold Mitchell House, Eastleigh
-- Acquired Weyhill Industrial Estate, Andover
-- Acquired British Coal Lot 3 -- Florence -- Let 100,000 sq. ft. Gregory's Bank, Worcester
-- Formed Key Property Investments Limited -- Let 60,000 sq. ft. Luton
-- Sold Gerard Centre, Ashton in Makerfield -- Acquired 62,000 sq. ft. Blackpole Trading
E s t a t e
-- Let 125,000 sq. ft. Thurleigh, Bedfordshire -- Obtained planning, Phase I, Wythenshawe
-- Completion of Brittania Stadium -- Let 73,000 sq. ft. Crewe Hall Enterprise Park -- Pre-sold Waters Edge D, Commercial,
Salford Quays
-- Acquired British Coal Commercial Portfolios -- Sold Hodford House, Hounslow -- Acquired 37,000 sq. ft. retail warehouse,
W o r c e s t e r
-- Acquired Quedgeley East, Gloucester -- Acquired Cumberland House, Bracknell
-- Sold Orbital Retail II
St. MODWEN PROPERTIES PLC
Head Office and Midlands Regional Office: Lyndon House, Hagley Road, Edgbaston, Birmingham B16 8PE
Telephone: (0121) 456 2800 Facsimile: (0121) 456 1829 Regional Offices:
London and South East: Telephone: (0171) 499 5666 Facsimile: (0171) 629 4262 North Staffordshire: Telephone: (01782) 281844 Facsimile: (01782) 283670 Northern: Telephone: (01925) 825950 Facsimile: (01925) 826670 South Coast: Telephone: (01444) 416631 Facsimile: (01444) 440700
1
|
1 | 60022198_b1 | 60022198 |
10.1 5.0
10.0 7.2
6.1
2.1
2.9 1.3
53
81.2 24.1 (7.4) (35.4) 62.5
12.1 8.1
42.3 62.5
1996 £m
14.0 6.1
11.7 8.0
6.8
2.5
2.7 1.2
57
115.7 32.6 (14.2) (65.8) 68.1
11.9 8.6
47.6 68.1
1997 £m
16.8 7.8
13.6 9.7
8.2
3.0
2.7 1.1
69
131.5 39.7 (9.1) (79.5) 82.6
12.0 16.5 54.1 82.6
Pre-Tax Profit £m
Earnings per Share Pence
Net Assets per Share Pence
93 94 95 96 97
93 94 95 96 97
93 94 95 96 97
The sale of the Octagon Shopping Centre in 1994 was treated by the company as an exceptional item in that year's accounts. The effect of the sale on pre-tax profit and earnings per share has been eliminated from the above graphs.
46
St. MODWEN PROPERTIES PLC
An Active Year for St. Modwen
1996 December
1997 January February March April May June
July August
September
October November
-- Sold Orbital Retail I -- Acquired Buttermarket, Shopping Centre,
N e w a r k
-- Acquired British Coal Residential Portfolios
-- Sold Mitchell House, Eastleigh
-- Acquired Weyhill Industrial Estate, Andover
-- Acquired British Coal Lot 3 -- Florence -- Let 100,000 sq. ft. Gregory's Bank, Worcester
-- Formed Key Property Investments Limited -- Let 60,000 sq. ft. Luton
-- Sold Gerard Centre, Ashton in Makerfield -- Acquired 62,000 sq. ft. Blackpole Trading
E s t a t e
-- Let 125,000 sq. ft. Thurleigh, Bedfordshire -- Obtained planning, Phase I, Wythenshawe
-- Completion of Brittania Stadium -- Let 73,000 sq. ft |
1 | 60022305_0 | 60022305 | Morgan Sindall plc Morgan Sindall
London (Head Office) Cambridge
FIT OUT Morgan Lovell Morgan Lovell Morgan Lovell Overbury Overbury
London (City) London (West End) Wokingham London Kingston
REGIONAL BUILDING CONTRACTING
Barnes & Elliott
Fareham
Barnes & Elliott
Farnborough
Hinkins & Frewin
Banbury
Hinkins & Frewin
Cheltenham
Hinkins & Frewin
Maidenhead
Hinkins & Frewin
Oxford
Hinkins & Frewin
Swindon
Robert R. Roberts
Leeds
Sindall
St. Albans
Sindall
Cambridge
Sindall
Ipswich
Sindall
Kings Lynn
Sindall
Norwich
Sindall Construction
St Albans
Snape
Manchester
Sotham Engineering
Cambridge
Sotham Engineering
Norwich
Stansell
Barnstaple
Stansell
Bristol
Stansell
Guernsey
Stansell
Jersey
Stansell
Newton Abbot
Stansell
Poole
Stansell
Plymouth
Stansell
Taunton (Head Office)
Stansell
Taunton (Divisional Office)
Stansell
Yeovil
Wheatley Construction
Coventry
Wheatley Construction
Nottingham (Head Office)
Primary Medical Property Primary Medical Property
London Ipswich
0171 307 9200 01223 836611
0171 489 1707 0171 734 4466 0118 989 5300 0171 307 9000 0181 614 6000
01329 822888 01252 893900 01295 251931
Opening late Feb/March
01628 773249 01865 723221 01793 513330 0113 287 3131 01727 863081 01223 836611 01473 833966 01553 692335 01603 410322 01727 863081 0161 872 1166 01223 8810 |
1 | 60022305_1 | 60022305 | aple
Stansell
Bristol
Stansell
Guernsey
Stansell
Jersey
Stansell
Newton Abbot
Stansell
Poole
Stansell
Plymouth
Stansell
Taunton (Head Office)
Stansell
Taunton (Divisional Office)
Stansell
Yeovil
Wheatley Construction
Coventry
Wheatley Construction
Nottingham (Head Office)
Primary Medical Property Primary Medical Property
London Ipswich
0171 307 9200 01223 836611
0171 489 1707 0171 734 4466 0118 989 5300 0171 307 9000 0181 614 6000
01329 822888 01252 893900 01295 251931
Opening late Feb/March
01628 773249 01865 723221 01793 513330 0113 287 3131 01727 863081 01223 836611 01473 833966 01553 692335 01603 410322 01727 863081 0161 872 1166 01223 881081 01603 412411 01271 377777 0117 921 1000 01481 710646 01534 483331 01626 202077 01202 602400 01752 556700 01823 444406 01823 335041 01935 426804 01203 712233 01623 515151
0171 434 4192 01473 659912
Morgan Sindall plc 77 Newman Street, London W1P 3LA Tel: 0171 307 9200 Fax: 0171 307 9201
Visit our website at www.morgansindall.co.uk
Annual Report & Accounts 1997
Annual Report & Accounts 1997
Building solutions specialist expertise
CONTENTS
Financial Highlights
1
Chairman's Statement
2
Chief Executive's Review
3
Financial Review
6
Group Overview
8
Fit Out
10
Regional Building Contracting 12
Property Portfolio
16
Report of the Directors
18
Report of the Remuneration
Committee
21
Directors' Responsibilities
21
Report of the Auditors
|
1 | 60022305_2 | 60022305 | 81 01603 412411 01271 377777 0117 921 1000 01481 710646 01534 483331 01626 202077 01202 602400 01752 556700 01823 444406 01823 335041 01935 426804 01203 712233 01623 515151
0171 434 4192 01473 659912
Morgan Sindall plc 77 Newman Street, London W1P 3LA Tel: 0171 307 9200 Fax: 0171 307 9201
Visit our website at www.morgansindall.co.uk
Annual Report & Accounts 1997
Annual Report & Accounts 1997
Building solutions specialist expertise
CONTENTS
Financial Highlights
1
Chairman's Statement
2
Chief Executive's Review
3
Financial Review
6
Group Overview
8
Fit Out
10
Regional Building Contracting 12
Property Portfolio
16
Report of the Directors
18
Report of the Remuneration
Committee
21
Directors' Responsibilities
21
Report of the Auditors
22
Review Report on Corporate
Governance Matters
23
Group Profit and Loss Account 24
Group Balance Sheet
25
Company Balance Sheet
26
Combined Statement of
Movements in Reserves and
Shareholders' Funds
27
Group Cash Flow Statement
28
Other Primary Statements
29
Principal Accounting Policies
30
Notes to the Accounts
32
Corporate Governance
44
Corporate Directory
45
Financial Calendar
45
Substantial loft conversion, Farringdon, London
Corporate Directory
Directors Sir D P Hornby KB (Chairman) J C Morgan MBA BSc ASVA (Chief Executive) J M Bishop FCA FCT J J C Lovell MBA BSc ASVA B J Moorhouse MA (Oxon) FCMA A M Stoddart FCIOB B H Asher (Non-Executive) - to be appointed 1.3.98 G Gallacher BA MBA (Non-Executive)
Auditors Deloitte & Touche, Leda House, Station Road, Cambridge CB1 2RN
Bankers |
1 | 60022305_3 | 60022305 |
22
Review Report on Corporate
Governance Matters
23
Group Profit and Loss Account 24
Group Balance Sheet
25
Company Balance Sheet
26
Combined Statement of
Movements in Reserves and
Shareholders' Funds
27
Group Cash Flow Statement
28
Other Primary Statements
29
Principal Accounting Policies
30
Notes to the Accounts
32
Corporate Governance
44
Corporate Directory
45
Financial Calendar
45
Substantial loft conversion, Farringdon, London
Corporate Directory
Directors Sir D P Hornby KB (Chairman) J C Morgan MBA BSc ASVA (Chief Executive) J M Bishop FCA FCT J J C Lovell MBA BSc ASVA B J Moorhouse MA (Oxon) FCMA A M Stoddart FCIOB B H Asher (Non-Executive) - to be appointed 1.3.98 G Gallacher BA MBA (Non-Executive)
Auditors Deloitte & Touche, Leda House, Station Road, Cambridge CB1 2RN
Bankers Lloyds Bank Plc, City Office, PO Box 17328, 11-15 Monument Street, London EC3V 9JA
Secretary W R Johnston FCIS ASCA ACIB
Registered Office 77 Newman Street, London W1P 3LA
Solicitors Charles Russell, 8-10 New Fetter Lane, London EC4 1RS
Brokers Peel, Hunt & Company Limited, 62 Threadneedle Street, London EC2R 8HP
Registrars Connaught St Michaels Limited, PO Box 30, CSM House, Victoria Street, Luton LU1 2PZ
Financial Calendar
Annual General Meeting:
15 April 1998
Ordinary shares Final dividend:
Ex-dividend date: Record date: Payment date:
23 March 1998 27 March 1998 16 April 1998
Interim results announcement: August 1998
Preference shares Dividend payment dates:
Next conversion date:
15 April 1998 15 October 1998
30 June 1998
Shareholder Communication Contact with existing and prospective shareholders is welcomed by the Company. If you have any questions or enquiries about the Company or the activities of the Group, please contact: Jack Lovell, Client Director, |
1 | 60022305_b0 | 60022305 | by the Chief Executive. A report to the shareholders by the Remuneration Committee is shown on page 21.
Internal financial control The Board has formally acknowledged that they are responsible for the Group's system of internal financial control. They consider that the system as a whole and its constituent elements are appropriate to the nature of the Group's activities and are designed and operated so as to provide reasonable, but not absolute, assurance that the Group's assets are correctly stated and are safeguarded against loss. The main features of the system are as follows:
Financial reporting systems The Board recognises that an essential part of the responsibility for running a business is the effective safeguarding of assets, the proper recognition of liabilities and the accurate reporting of profits. The Group has a comprehensive system for monthly reporting to the Board of financial results with budget comparisons and the Board is represented at key subsidiary board meetings. Subsidiary companies prepare detailed annual budgets, which are reviewed by the Board and formally adopted.
Quality and integrity of personnel The Board has established a set of Core Values for the Group. These are set out in its Business Plan and are actively communicated to Group personnel at all levels. Integrity is a key component of those values and this quality is regarded as a vital factor in maintaining the effectiveness of the Group's system of internal control.
Risk management Formulation of risk management strategy is a matter specifically reserved for decision by the Board. Key areas of risk are identified and reviewed by the Board and by executive management on a regular basis. The Board also reserves to itself the evaluation of any risk arising from the acquisition or development of any new activities where size or nature of business is, or is likely to be, material to the Group's existing activities. Having regard to the nature of the Group's activities, particular care is taken to ensure that appropriate and adequate insurance arrangements are in place.
Investment and capital expenditure appraisal There are clear policies, detailed procedures and defined levels of authority in relation to investment, capital expenditure, significant cost commitments and asset disposals.
Board review The Board has reviewed the effectiveness of the system of internal controls for the accounting year and for the period up to the date of approval of the financial statements.
Going Concern After making enquiries, the directors have formed a judgement at the time of approving the financial statements that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the directors continue to adopt a going concern basis in preparing the financial statements.
44
|
1 | 60022305_b1 | 60022305 | the Board will consist of eight directors of whom three are non-executives, the roles of Chairman and Chief Executive being separated. The Board meets a minimum of six times a year to review all significant aspects of the Group's activities, supervise the executive management and to make decisions on matters, which are specifically reserved, for decision of the full Board. Directors are entitled to take independent professional advice where circumstances are appropriate.
Board committees The Board has established an Audit Committee and a Remuneration Committee. Each Committee operates within defined terms of reference. Membership is comprised of the non-executive directors listed on page 18.
Audit Committee The audit committee is responsible for reviewing the annual accounts before their submission to the board and for advising the board on the appointment and remuneration of external auditors. Meetings of the Committee, chaired by Sir D P Hornby, will normally be attended by the Finance Director and by a representative of the external auditors.
Remuneration Committee The Remuneration Committee, chaired by Ms G Gallacher, is responsible for determining the contract terms, remuneration and other benefits for the executive directors including the long term incentive plan. The Committee meetings are normally held twice in each year and are normally expected to be attended by the Chief Executive. A report to the shareholders by the Remuneration Committee is shown on page 21.
Internal financial control The Board has formally acknowledged that they are responsible for the Group's system of internal financial control. They consider that the system as a whole and its constituent elements are appropriate to the nature of the Group's activities and are designed and operated so as to provide reasonable, but not absolute, assurance that the Group's assets are correctly stated and are safeguarded against loss. The main features of the system are as follows:
Financial reporting systems The Board recognises that an essential part of the responsibility for running a business is the effective safeguarding of assets, the proper recognition of liabilities and the accurate reporting of profits. The Group has a comprehensive system for monthly reporting to the Board of financial results with budget comparisons and the Board is represented at key subsidiary board meetings. Subsidiary companies prepare detailed annual budgets, which are reviewed by the Board and formally adopted.
Quality and integrity of personnel The Board has established a set of Core Values for the Group. These are set out in its Business Plan and are actively communicated to Group personnel at all levels. Integrity is a key component of those values and this quality is regarded as a vital factor in maintaining the effectiveness of |
1 | 60022521_0 | 60022521 | OUTOKUMPU ANNUAL REPORT 1995
2 O U T O K U M P U 1995
The Outokumpu Group
Financial year 1995
Outokumpu is a versatile metals
group operating worldwide.
In its business, Outokumpu
focuses on base metals
production, stainless steel,
copper products and technology.
Annual General Meeting
Outokumpu Oy's Annual General Meeting of Shareholders will be held in the Tapiola Hall at the Espoo Cultural Centre, Tapiolan Kulttuuriaukio, Espoo, Finland, at 2:00 pm on Friday, April 12, 1996. All shareholders who have been entered in the shareholders' register, maintained by the Central Share Register of Finland, by no later than April 2, 1996 are entitled to attend the Meeting. Shareholders whose shares have not been transferred into the book-entry securities system also have the right to attend the Annual General Meeting provided that the shareholders have been entered in the Company's share register before February 11, 1994 or that the shareholders have otherwise reported and explained to the Company their title to the shares. In this case, the shareholders must present their share certificate at the Annual General Meeting, provide an explanation where the shares are held, or present other proof that the title to the shares has not been registered in a book-entry account.
Shareholders who wish to attend the Annual General Meeting must notify the Company of their intention to do so at Outokumpu Oy's head office, Room 401, 4th floor, Länsituulentie 7, Espoo, Finland, between 8:00-11:30 am or 1:00-4:00 pm on Monday through Friday, from March 25 to April 9, 1996. The notification can also be made by telephone (+358 0 421 4045) or by letter addressed to Outokumpu Oy, Share Register, P.O. Box 280,
FIN-02101 Espoo, Finland. When notifying by letter, the letter must be received before the closing of the notification period.
Dividend
The Executive Board proposes to the Annual General Meeting that a dividend of FIM 1.80 per share be distributed for the financial year 1995.
The dividend will be paid to all shareholders who have been registered in the shareholders' register maintained by the Central Share Register of Finland on April 17, 1996. The |
1 | 60022521_1 | 60022521 | present their share certificate at the Annual General Meeting, provide an explanation where the shares are held, or present other proof that the title to the shares has not been registered in a book-entry account.
Shareholders who wish to attend the Annual General Meeting must notify the Company of their intention to do so at Outokumpu Oy's head office, Room 401, 4th floor, Länsituulentie 7, Espoo, Finland, between 8:00-11:30 am or 1:00-4:00 pm on Monday through Friday, from March 25 to April 9, 1996. The notification can also be made by telephone (+358 0 421 4045) or by letter addressed to Outokumpu Oy, Share Register, P.O. Box 280,
FIN-02101 Espoo, Finland. When notifying by letter, the letter must be received before the closing of the notification period.
Dividend
The Executive Board proposes to the Annual General Meeting that a dividend of FIM 1.80 per share be distributed for the financial year 1995.
The dividend will be paid to all shareholders who have been registered in the shareholders' register maintained by the Central Share Register of Finland on April 17, 1996. The Board proposes to the Annual General Meeting that the dividend be paid on April 22, 1996. Those shareholders whose shares have not been transferred into the bookentry securities system will be paid after the transfer of the shares into the system.
Annual Report and interim reports
Outokumpu's 1995 Annual Report is available in Finnish and English.
The Outokumpu Group will publish two interim reports in 1996. The January-April report is scheduled for publication on June 6, 1996, and the January-August report on October 7, 1996. Both reports are printed in Finnish and English. All reports can be obtained from: Outokumpu Oy/Corporate Communications, P.O. Box 280, FIN-02101 Espoo, Finland. Telephone +358 0 421 2416, telefax +358 0 421 2429.
CONTENTS
The year in brief.......................... 4 Chief Executive's statement......... 6 Outokumpu We and our corporate culture................... 7 Business organization................... 8
Business area reviews
Base Metals.................................. 10 Stainless Steel.............................. 18 Copper Products.......................... 24 Technology.................................. 30 Other business operations............ 34
Annual report and financial statements
Corporate review of the |
1 | 60022521_2 | 60022521 | Board proposes to the Annual General Meeting that the dividend be paid on April 22, 1996. Those shareholders whose shares have not been transferred into the bookentry securities system will be paid after the transfer of the shares into the system.
Annual Report and interim reports
Outokumpu's 1995 Annual Report is available in Finnish and English.
The Outokumpu Group will publish two interim reports in 1996. The January-April report is scheduled for publication on June 6, 1996, and the January-August report on October 7, 1996. Both reports are printed in Finnish and English. All reports can be obtained from: Outokumpu Oy/Corporate Communications, P.O. Box 280, FIN-02101 Espoo, Finland. Telephone +358 0 421 2416, telefax +358 0 421 2429.
CONTENTS
The year in brief.......................... 4 Chief Executive's statement......... 6 Outokumpu We and our corporate culture................... 7 Business organization................... 8
Business area reviews
Base Metals.................................. 10 Stainless Steel.............................. 18 Copper Products.......................... 24 Technology.................................. 30 Other business operations............ 34
Annual report and financial statements
Corporate review of the year........ 35 Executive Board's proposal for the distribution of profit.............. 41 Principles applied in the financial statements............... 42 Consolidated financial statements 45 Parent Company financial statements..................... 54 Outokumpu Oy's subsidiaries by business area........................... 59 Key financial indicators and share-related data......................... 62 Definitions of key financial indicators................ 64 Hedging of foreign currency, interest rate and metal price risks...... 65 Outokumpu Oy's shares and shareholders................................. 67 Auditors' report........................... 69 Statement by the Supervisory Board.................. 69 Outokumpu Oy's administration 70 Business area management........... 72 Outokumpu worldwide............... 73 Addresses..................................... 74
O U T O K U M P U 1995 3
The year in brief
q Outokumpu's favorable financial development of recent years continued in 1995. Overall, Outokumpu had a successful year with the financial performance improving significantly from 1994. q Profit before extraordinary items and taxes was FIM 1 481 million, an increase of 44% from 1994. Income per share was FIM 8.72. Return on capital employed rose to 15.1%. q As a result |
1 | 60022521_3 | 60022521 | year........ 35 Executive Board's proposal for the distribution of profit.............. 41 Principles applied in the financial statements............... 42 Consolidated financial statements 45 Parent Company financial statements..................... 54 Outokumpu Oy's subsidiaries by business area........................... 59 Key financial indicators and share-related data......................... 62 Definitions of key financial indicators................ 64 Hedging of foreign currency, interest rate and metal price risks...... 65 Outokumpu Oy's shares and shareholders................................. 67 Auditors' report........................... 69 Statement by the Supervisory Board.................. 69 Outokumpu Oy's administration 70 Business area management........... 72 Outokumpu worldwide............... 73 Addresses..................................... 74
O U T O K U M P U 1995 3
The year in brief
q Outokumpu's favorable financial development of recent years continued in 1995. Overall, Outokumpu had a successful year with the financial performance improving significantly from 1994. q Profit before extraordinary items and taxes was FIM 1 481 million, an increase of 44% from 1994. Income per share was FIM 8.72. Return on capital employed rose to 15.1%. q As a result of the good 1995 performance, the Group's equityto-assets ratio improved further and was 43.7% at year-end. q The Executive Board proposes a dividend of FIM 1.80 per share. q Outokumpu's major investments in Harjavalta, Tornio and Zaldívar went into production. They will significantly increase the Group's copper, nickel and stainless steel production in the next few years. q Uncertainty increased in the metal markets towards year-end. The outlook for early 1996 is clouded by the weakened stainless steel markets.
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 %
1995
16 952 1.6
1 548 9.1
1 481 15.1
1994
16 683 0.7
1 051 6.3
1 028 10.7
Cash provided by operating activities
Net interest-bearing debt in relation to net sales Equity-to-assets ratio
FIM million FIM million
% %
2 465 4 380
25. |
1 | 60022521_b0 | 60022521 | DALE ILLINOIS 60108 Tel. +1 708 980 8400 Fax +1 708 980 8891
OUTOKUMPU COPPER DRAWN PRODUCTS INC. 129 Fairfield Way BLOOMINGDALE ILLINOIS 60108 Tel. +1 708 980 5441 Fax +1 708 980 4070
OUTOKUMPU COPPER FRANKLIN, INC. 4720 Bowling Green Road FRANKLIN KENTUCKY 42135 Tel. +1 502 586 8201 Fax +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 METALS (U.S.A.), INC. 129 Fairfield Way, Suite 308 BLOOMINGDALE ILLINOIS 60108 Tel. +1 708 307 1300 Fax +1 708 980 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
PRINCETON GAMMA-TECH, INC. 1200 State Road PRINCETON NEW JERSEY 08540 Tel. +1 609 924 7310 Fax +1 609 924 1729
VALLEYCAST, INC., OUTOKUMPU ALLOY WIRE INC. PO Box 1714 APPLETON WISCONSIN 54913-1714 Tel. +1 414 749 3820 Fax +1 414 749 3830
WENMEC SYSTEMS, INC. 351 Thornton Road, Suite 115 LITHIA SPRINGS, GEORGIA 30057 Tel. +1 770 944 2127 Fax +1 770 944 2236
78 O U T O K U M P U 19 9 5
BASE METALS q STAINLESS STEEL q COPPER PRODUCTS q TECHNOLOGY
OUTOKUMPU OY Corporate Management Länsituulentie 7 A PO Box 280 FIN-02101 ESPOO, Finland Tel. +358 0 4211 Fax +358 0 421 3888
|
1 | 60022521_b1 | 60022521 | TOKUMPU ISTANBUL DIS TICARET LIMITED SIRKETI Barbaros Bulvar No 28-8 Balmumcu-Besiktas ISTANBUL Tel. +90 212 274 6555 Fax +90 212 275 9888
USA
KUMPU ENGINEERING INC. 8 East Broadway, Suite 735 SALT LAKE CITY UTAH 84111 Tel. +1 801 532 7842 Fax +1 801 532 7588
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
OUTOKUMPU AMERICAN BRASS, INC. PO Box 981 BUFFALO NEW YORK 14240-0981 Tel. +1 716 879 6700 Fax +1 716 879 6735
OUTOKUMPU COPPER (USA), INC., 129 Fairfield Way BLOOMINGDALE ILLINOIS 60108 Tel. +1 708 980 8400 Fax +1 708 980 8891
OUTOKUMPU COPPER DRAWN PRODUCTS INC. 129 Fairfield Way BLOOMINGDALE ILLINOIS 60108 Tel. +1 708 980 5441 Fax +1 708 980 4070
OUTOKUMPU COPPER FRANKLIN, INC. 4720 Bowling Green Road FRANKLIN KENTUCKY 42135 Tel. +1 502 586 8201 Fax +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 METALS (U.S.A.), INC. 129 Fairfield Way, Suite 308 BLOOMINGDALE ILLINOIS 60108 Tel. +1 708 307 1300 Fax +1 708 980 4290
OUTOKUMPU MINTEC U.S.A., INC. 109 Inverness Drive East, Suite F ENGLEWOOD |
1 | 60023216_0 | 60023216 | PITTARDS PLC ANNUAL REPORT 1997
Pittards plc Annual Report & Accounts 1997 1
Pittards plc produces technically advanced leather for many of the world's leading brands of gloves, shoes, luxury leathergoods and sports equipment.
Results in brief
Turnover Profit on ordinary activities before interest Interest - net Profit before taxation Net bank borrowings Shareholders' funds
Earnings per ordinary share Dividend per ordinary share Net assets per ordinary share
1997 £'000
101,573
1996 £'000
109,063
3,768
4,687
(1,137)
(1,054)
2,631
3,633
10,437 24,602
9,907 23,305
Pence per share
9.4 3.5 99.3
13.3 3.25 93.3
2 Pittards plc Annual Report & Accounts 1997
Chairman's statement
Robert Tomkinson
Chairman
Following a particularly difficult second half of 1997, I report the profits before tax for the year as £2.6m (1996: £3.6m). A solid improvement in profit by the Glove Leather Division was more than offset by adverse results in the Shoe & Leathergoods Division flowing from harsh trading conditions.
Group turnover for 1997 amounted to £101.6m. The decline from the 1996 figure of £109.1m is attributable to lower volume in the Shoe & Leathergoods and the Raw Materials Divisions.
Operating profits were £2.8m (1996: £4.7m) and there was an exceptional gain of £0.9m representing the profit on sales of surplus property during the year. Interest costs were similar to last year at £1.1m despite higher interest rates. After tax and preference dividends, earnings per share were 9.4p (1996: 13.3p). Bearing in mind the successful completion of the programme to dispose of surplus properties, the board is recommending an unchanged final ordinary dividend of 2.5p
making with the interim dividend of 1.0p already paid, a total distribution for the year of 3.5p (1996: 3.25p). This is an increase of 7.6% and the dividend is covered 2.7 times. If approved by the |
1 | 60023216_1 | 60023216 | 1996: £3.6m). A solid improvement in profit by the Glove Leather Division was more than offset by adverse results in the Shoe & Leathergoods Division flowing from harsh trading conditions.
Group turnover for 1997 amounted to £101.6m. The decline from the 1996 figure of £109.1m is attributable to lower volume in the Shoe & Leathergoods and the Raw Materials Divisions.
Operating profits were £2.8m (1996: £4.7m) and there was an exceptional gain of £0.9m representing the profit on sales of surplus property during the year. Interest costs were similar to last year at £1.1m despite higher interest rates. After tax and preference dividends, earnings per share were 9.4p (1996: 13.3p). Bearing in mind the successful completion of the programme to dispose of surplus properties, the board is recommending an unchanged final ordinary dividend of 2.5p
making with the interim dividend of 1.0p already paid, a total distribution for the year of 3.5p (1996: 3.25p). This is an increase of 7.6% and the dividend is covered 2.7 times. If approved by the shareholders the final ordinary dividend will be paid on 15 May 1998 to shareholders on the register on 14 April 1998.
The Glove Leather Division had an excellent year with increased demand from nearly all its customers. Divisional turnover was 7% ahead of last year and the bulk of this growth came in export volumes, particularly of high performance leather for major sports brands in golf, baseball and American football. The increased level of production was achieved whilst completing the major investment programme in new chemical processing technology. During the second half of the year, we began to see the beneficial effects of this investment in greater consistency of production combined with lower chemical and energy costs. We continue to invest in new machinery in this division to maintain its world market leadership.
At the beginning of the year the Shoe & Leathergoods Division completed its reorganisation on time, but as explained in the interim statement, at greater cost than planned.
Pittards plc Annual Report & Accounts 1997 3
The expected overhead savings have been achieved, but this has been masked by losses attributable to the sharp decline in volume in the second half which mainly flowed from a general downturn in demand from international markets for shoes and leathergoods and also from exchange rate effects. The strong pound affected sales to our overseas |
1 | 60023216_2 | 60023216 | shareholders the final ordinary dividend will be paid on 15 May 1998 to shareholders on the register on 14 April 1998.
The Glove Leather Division had an excellent year with increased demand from nearly all its customers. Divisional turnover was 7% ahead of last year and the bulk of this growth came in export volumes, particularly of high performance leather for major sports brands in golf, baseball and American football. The increased level of production was achieved whilst completing the major investment programme in new chemical processing technology. During the second half of the year, we began to see the beneficial effects of this investment in greater consistency of production combined with lower chemical and energy costs. We continue to invest in new machinery in this division to maintain its world market leadership.
At the beginning of the year the Shoe & Leathergoods Division completed its reorganisation on time, but as explained in the interim statement, at greater cost than planned.
Pittards plc Annual Report & Accounts 1997 3
The expected overhead savings have been achieved, but this has been masked by losses attributable to the sharp decline in volume in the second half which mainly flowed from a general downturn in demand from international markets for shoes and leathergoods and also from exchange rate effects. The strong pound affected sales to our overseas customers, and also influenced our sales to certain UK customers who addressed the competitive pressures in their domestic and export markets by resourcing more of their supplies from outside the UK. The difficulties caused by reduced demand in the second half of the year were exacerbated by a decline in the quality of hides available to the Group. We have developed a product range for the current year that is more tolerant of variations in hide quality. Nevertheless, to achieve the quality of our output, we are having to resource more hides from overseas at greater cost.
In the light of the substantial loss incurred in the division in the second half of the year we have changed the management and taken measures to reduce costs. These have included a reduction in manpower at all levels in the division to reflect more closely the current level of demand.
In the Raw Materials Division the volume of skins coming forward for processing in our factories has been at a considerably lower level than in prior years. This has been due to two major factors - the low volume of sheep available for slaughter as farmers held them back in the hope of better prices, and the
export of a substantial number of unprocessed sheepskins from the UK direct to overseas manufacturers. The result of these two factors has been a reduction in turnover and profits |
1 | 60023216_3 | 60023216 | customers, and also influenced our sales to certain UK customers who addressed the competitive pressures in their domestic and export markets by resourcing more of their supplies from outside the UK. The difficulties caused by reduced demand in the second half of the year were exacerbated by a decline in the quality of hides available to the Group. We have developed a product range for the current year that is more tolerant of variations in hide quality. Nevertheless, to achieve the quality of our output, we are having to resource more hides from overseas at greater cost.
In the light of the substantial loss incurred in the division in the second half of the year we have changed the management and taken measures to reduce costs. These have included a reduction in manpower at all levels in the division to reflect more closely the current level of demand.
In the Raw Materials Division the volume of skins coming forward for processing in our factories has been at a considerably lower level than in prior years. This has been due to two major factors - the low volume of sheep available for slaughter as farmers held them back in the hope of better prices, and the
export of a substantial number of unprocessed sheepskins from the UK direct to overseas manufacturers. The result of these two factors has been a reduction in turnover and profits for this division.
Net bank borrowings at 31 December 1997 amounted to £10.4m (1996: £9.9m) representing approximately 42% of shareholders' funds. We successfully concluded the programme to sell our remaining surplus properties during the year. We completed the sale of three properties and received cash proceeds totalling £0.6m. Conditional contracts for the sale of the property at Abingdon were exchanged in May 1997 for £2.8m and the planning condition was satisfied in December. The proceeds, which are included in debtors in the balance sheet, were received in January. Had they been received by the year end the gearing would have been 31% which would have achieved the Group's medium term borrowing target set some years ago.
I took over as Chairman from David Macdonald in October 1997, having joined the board in July 1997. I and my fellow members of the board would like to pay tribute to David for his leadership of the company over the past twelve years.
4 Pittards plc Annual Report & Accounts 1997
Some of these years have been extremely difficult and all the members of the board have welcomed his advice and guidance; we wish him well in his retirement in New Zealand. In April 1997 Aid |
1 | 60023216_b0 | 60023216 | :
(i)
Mr R Paisley
(ii)
Mr R C Tomkinson
(iii) Mr R H Hankey
and to re-elect the following director retiring by rotation:
(iv) Dr A G Marriott 4 To appoint the auditors and to authorise the directors to determine their remuneration.
Special resolution
5 To consider and, if thought fit, resolve that:
(i) The directors be given power to allot for cash equity securities (as defined for the purposes of Section 89 of the Companies Act 1985) pursuant to the general authority conferred on them under Section 80 of that Act as if Section 89(1) of that Act did not apply to the allotment but this power shall be limited:
(a) to the allotment of equity securities in connection with an offer or issue to or in favour of ordinary shareholders on the register on a date fixed by the directors where the equity securities respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date but the directors may make such exclusions or other arrangements as they consider expedient in relation to fractional entitlements, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange; and
(b) to the allotment (other than under (a) above) of equity securities having, in the case of relevant shares (as defined for the purposes of Section 89), a nominal amount not exceeding in aggregate £272,470;
(ii) this power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution and the Company may, before this power expires, make an offer or agreement which would or might require equity securities to be allotted after it expires.
By order of the board J Williams, Secretary Yeovil, Somerset 11 March 1998
NOTE: A member entitled to attend and vote at the above meeting may appoint a proxy, who need not be a member, to attend and vote instead of him/her. The register of directors' holdings and copies of directors' contracts of service will be available for inspection at the registered office of the Company during the usual business hours from the date of this notice until the date of the Annual General Meeting and at the place of the Annual General Meeting from at least fifteen minutes prior to and until the conclusion of the meeting.
|
1 | 60023216_b1 | 60023216 |
8,747,566 4,039,392
459,427 7,891,952
659,301
100.00 21,797,638
% held
40.13 18.53
2.11 36.21
3.02
100.00
716 779 155
49
1,699
42.14 45.85
9.12 2.89
284,141 2,266,610 2,942,793 16,304,094
100.00 21,797,638
1.30 10.40 13.50 74.80
100.00
44 Pittards plc Annual Report & Accounts 1997
Notice of meeting
Notice is hereby given that the 89th Annual General Meeting of Pittards plc will be held at the registered office at 12 noon on Wednesday, 6 May 1998 for the following purposes:
Ordinary resolutions
1 To receive the annual statement of accounts for the Year ended 31 December 1997 and the directors' and auditors' reports thereon.
2 To declare a dividend.
3 To elect the following directors appointed since the last AGM:
(i)
Mr R Paisley
(ii)
Mr R C Tomkinson
(iii) Mr R H Hankey
and to re-elect the following director retiring by rotation:
(iv) Dr A G Marriott 4 To appoint the auditors and to authorise the directors to determine their remuneration.
Special resolution
5 To consider and, if thought fit, resolve that:
(i) The directors be given power to allot for cash equity securities (as defined for the purposes of Section 89 of the Companies Act 1985) pursuant to the general authority conferred on them under Section 80 of that Act as if Section 89(1) of that Act did not apply to the allotment but this power shall be limited:
(a) to the allotment of equity securities in connection with an offer or issue to or in favour of ordinary shareholders on the register on a date fixed by the directors where the equity securities respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date but the directors may make such exclusions or other arrangements as they consider expedient in relation to fractional entitlements |
1 | 60023384_0 | 60023384 | our objective...
Annual Report 1997
Sales (a) Trading profit (a) Trading margin (b) Profit before tax and disposals Profit on sale of subsidiaries, before tax Earnings per Ordinary Share (FRS 3) Underlying Earnings per Ordinary Share Net Dividend per Ordinary Share Capital expenditure (a) Marketing expenditure (a) Free cash flow Total Group employees
(a) From continuing operations (b) Excluding restructuring costs
The Annual General Meeting will be held on Thursday, 7 May 1998. The Notice of Meeting, details of the business to be transacted and arrangements for the Meeting are contained in the separate Annual General Meeting booklet sent to all shareholders.
1997
1996 as reported
1996 at 1997 % change exchange rates
% increase
Contents 1 Strategy 10 Letter to our Shareowners 14 Beverages Stream Review 18 Confectionery Stream Review 22 Corporate Governance 24 Board of Directors 26 Report of the Directors 33 Report of the Remuneration Committee 42 Financial Review 48 Financial Ratios and Stream Analysis 50 Group Financial Record 52 Statement of Directors' responsibilities 52 Auditors' Report on Financial Statements 53 Accounting Policies 56 Group Profit and Loss Account 57 Recognised Gains and Losses 57 Movements in Shareholders' Funds 58 Balance Sheets 59 Group Cash Flow Statement 60 Sales, Trading Profit, Operating Assets
and Trading Margin Analysis 61 Notes on the Accounts 81 US GAAP 82 Additional Shareholder Information 86 Index
Cadbury Schweppes' governing objective is growth in Shareholder value
We will deliver this by competing in growth markets, with strong brands, focused innovation and value enhancing acquisitions. Our organisation is increasingly energised to manage for value.
1
growth
Schweppes is one of the world's most famous soft drinks brands. It is enjoyed by consumers in 129 countries. In 1997 Schweppes' volumes grew by 8% worldwide.
2
markets
The Cadbury Masterbrand is the largest confectionery brand in the world. Cadbury Schweppes' chocolate and sugar confectionery is available in 195 countries.
Our potential for profitable growth stems from our global representation in the two growth markets of Beverages and Confectionery. Over the last five years these markets have increased in volume by 25% and 20% respectively.
3
strong
Introduced in 1885, Dr Pepper is the oldest non-cola soft drink in the US. Its growth has out |
1 | 60023384_1 | 60023384 | in Shareholders' Funds 58 Balance Sheets 59 Group Cash Flow Statement 60 Sales, Trading Profit, Operating Assets
and Trading Margin Analysis 61 Notes on the Accounts 81 US GAAP 82 Additional Shareholder Information 86 Index
Cadbury Schweppes' governing objective is growth in Shareholder value
We will deliver this by competing in growth markets, with strong brands, focused innovation and value enhancing acquisitions. Our organisation is increasingly energised to manage for value.
1
growth
Schweppes is one of the world's most famous soft drinks brands. It is enjoyed by consumers in 129 countries. In 1997 Schweppes' volumes grew by 8% worldwide.
2
markets
The Cadbury Masterbrand is the largest confectionery brand in the world. Cadbury Schweppes' chocolate and sugar confectionery is available in 195 countries.
Our potential for profitable growth stems from our global representation in the two growth markets of Beverages and Confectionery. Over the last five years these markets have increased in volume by 25% and 20% respectively.
3
strong
Introduced in 1885, Dr Pepper is the oldest non-cola soft drink in the US. Its growth has outstripped the market for each of the last ten years.
4
Since its introduction in 1992, Cadbury's TimeOut has been launched into 16 major markets worldwide, including the UK, Ireland, Australia, New Zealand and, most recently, Canada, making it one of our most successful product innovations of the 1990s.
brands
We compete in these markets with strong brands which earn high margins and generate substantial cash flows. Timeless classics and rising stars build value and competitiveness in markets around the world.
5
focused
Launched in Australia in 1997 to great acclaim, Cadbury Yowie is the first chocolate brand to combine an educational programme about the environment with a new concept in children's confectionery. In the 6 months since launch, 11/2 Yowies have been sold for every man, woman and child in Australia.
6
innovation
Growth in volume and market share are fuelled by innovation in products, packaging and route to market. Successful innovation has been a key contributor to our growth in recent years.
Mott's new, award winning "Easy-Grip" bottle is lightweight, shatterproof and
constructed from innovative multi-layered plastic to keep the product fres |
1 | 60023384_2 | 60023384 | stripped the market for each of the last ten years.
4
Since its introduction in 1992, Cadbury's TimeOut has been launched into 16 major markets worldwide, including the UK, Ireland, Australia, New Zealand and, most recently, Canada, making it one of our most successful product innovations of the 1990s.
brands
We compete in these markets with strong brands which earn high margins and generate substantial cash flows. Timeless classics and rising stars build value and competitiveness in markets around the world.
5
focused
Launched in Australia in 1997 to great acclaim, Cadbury Yowie is the first chocolate brand to combine an educational programme about the environment with a new concept in children's confectionery. In the 6 months since launch, 11/2 Yowies have been sold for every man, woman and child in Australia.
6
innovation
Growth in volume and market share are fuelled by innovation in products, packaging and route to market. Successful innovation has been a key contributor to our growth in recent years.
Mott's new, award winning "Easy-Grip" bottle is lightweight, shatterproof and
constructed from innovative multi-layered plastic to keep the product fresher for longer.
Sales volumes of Mott's Apple Juice in North America increased by 28% in 1997.
7
value enhancing
La Pie Qui Chante, acquired in December 1997, fits well with our existing French confectionery operations. Together with established brands such as Poulain and Bouquet d'Or, it gives us a strong position in the French confectionery market.
The acquisition of Bim Bim in early 1997, added to Cadbury Egypt,
has made us market leader in the Middle East/North Africa and
we are well placed to benefit from further growth in that region.
acquisitions
We continue to build profitable growth through value enhancing acquisitions in prioritised markets around the world.
9
Sir Dominic Cadbury Chairman (right) John Sunderland Group Chief Executive
Letter to our
Shareholders
1997 was an excellent year for your Company. Sales from continuing operations of £4.2 billion increased by 7%, after excluding the adverse exchange effects from the strength of sterling. On a similar basis, profit before tax and disposals of £575 million increased by 20%. In addition, disposals realised a profit before tax of £412 million, including the sale in February of Coca-Cola |
1 | 60023384_3 | 60023384 | her for longer.
Sales volumes of Mott's Apple Juice in North America increased by 28% in 1997.
7
value enhancing
La Pie Qui Chante, acquired in December 1997, fits well with our existing French confectionery operations. Together with established brands such as Poulain and Bouquet d'Or, it gives us a strong position in the French confectionery market.
The acquisition of Bim Bim in early 1997, added to Cadbury Egypt,
has made us market leader in the Middle East/North Africa and
we are well placed to benefit from further growth in that region.
acquisitions
We continue to build profitable growth through value enhancing acquisitions in prioritised markets around the world.
9
Sir Dominic Cadbury Chairman (right) John Sunderland Group Chief Executive
Letter to our
Shareholders
1997 was an excellent year for your Company. Sales from continuing operations of £4.2 billion increased by 7%, after excluding the adverse exchange effects from the strength of sterling. On a similar basis, profit before tax and disposals of £575 million increased by 20%. In addition, disposals realised a profit before tax of £412 million, including the sale in February of Coca-Cola & Schweppes Beverages Ltd ("CCSB") for £623 million. Underlying earnings per share of 37.2p were 9% higher than last year, or 16% when reported at constant exchange rates. Year end net borrowings of £649 million were 47% lower than at the end of 1996, due mainly to the sale of CCSB and our strong cash flows.
Strategy Our strategy is based on: s global representation in the two growth markets of beverages and confectionery s competing in these two markets with strong brands which earn high margins and generate
substantial cash flows s growing volume and market share by innovation in products, packaging and routes to market s development through value enhancing acquisitions s creating an organisation increasingly energised to "manage for value".
In beverages, our strategy is to develop and expand the markets for our various brands by the most efficient and value creating manner in each market. This may take the form of licensing agreements, joint venture arrangements or company-owned bottling operations. Our key international brands are Schweppes, Dr Pepper and Crush.
10
In chocolate and sugar confectionery, our strategy is to build strong positions in prioritised markets through internal growth and acquisitions. We strengthen and develop |
1 | 60023384_b0 | 60023384 |
Working capital
50
Work in progress
67
Y
Year at a glance
IFC
Year 2000
47
Yemen
17
York Mint
20
Z
Zambia
17
Zimbabwe
17
IFC = Inside Front Cover
87
Enquiries For enquiries regarding shareholdings that are not appropriate for either of the Registrars or the ADS Depositary, please contact the Secretary. For enquiries of a general nature regarding the Company and for Investor Relations enquiries, please contact Corporate Communications. Cadbury Schweppes plc 25 Berkeley Square London W1X 6HT Telephone: 0171-409 1313
(44) 171-409 1313 http://www.cadburyschweppes.com
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 52: Paralux Recycled, manufactured in France; and text pages 53 to 88: Solaire, which is manufactured in Scotland. Paralux Recycled is biodegradable, recyclable and acid and dioxide free. It consists of 15% de-inked post consumer waste, 50% pre-consumer waste and 35% totally chlorine free virgin pulp, the fibre for which is taken from sustainable forests. No chlorine is used in the bleaching and de-inking process. The majority of the waste water produced during the process is returned to source. 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 paper's 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 this Report has been despatched to Shareholders is totally recyclable. Photography: Products on pages 2 to 9: Jonathan Knowles
Products on pages 14 to 21: Flashlight Studios Directors: Simon Potter and Michael Heffernan
Designed by Pauffley, London Typeset by Asset Graphics Printed in England by Pillans & Wilson Greenaway, Stroud
88
|
1 | 60023384_b1 | 60023384 |
Switzerland
15
T
Tangible assets
58
Tangible fixed assets
54,59
Taxation
44,46,50,54,59,61,63
Technical Resources
26
Total Shareholder Return (TSR) (see also
Shareholder Return)
34,42
Trading margin
11,14,18,48,60
Trading profit
42,48,56,60
Trebor Allan
12,20,76
Trebor Bassett Ltd
19
Trebor brand
19
Trinaranjus
15
Trumbull
26
Turnover
53,56
U
Ukraine
15
UK/United Kingdom
15,18,28
US GAAP Adjustments
82
US (see also Americas)
4,12,14,15,16,18,20,28,45,85
V
Value based Management
11
Vida
15
Vietnam
16
W
Working capital
50
Work in progress
67
Y
Year at a glance
IFC
Year 2000
47
Yemen
17
York Mint
20
Z
Zambia
17
Zimbabwe
17
IFC = Inside Front Cover
87
Enquiries For enquiries regarding shareholdings that are not appropriate for either of the Registrars or the ADS Depositary, please contact the Secretary. For enquiries of a general nature regarding the Company and for Investor Relations enquiries, please contact Corporate Communications. Cadbury Schweppes plc 25 Berkeley Square London W1X 6HT Telephone: 0171-409 1313
(44) 171-409 1313 http://www.cadburyschweppes.com
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 52: Paralux Recycled, manufactured in France; and text pages 53 to 88: Solaire, which is manufactured in Scotland. Paralux Recycled is bi |
1 | 60023520_0 | 60023520 | Pearson plc Annual Repor t 19 97
"Graphically light" Adobe Acrobat version
This document has been modified to improve the speed with which it can be downloaded from the Internet.
If you wish to print the document, or view the large photographs used in the original, printed Annual Report, we recommend you download the full version, which is available from the Pearson website.
http://www.pearson.com/
PEARSON'S YEAR
2 1997 Financial Highlights 3 Chairman's Statement 4 The Management Team 6 Chief Executive's Review 9 The Financial Times Group 11 Addison Wesley Longman 13 The Penguin Group 15 Pearson Television 17 The Tussauds Group 17 Recoletos 19 The Group 20 The Pearson Targets 21 The Business Review 33 Board of Directors 34 Repor t of the Directors 39 Personnel Committee Repor t 46 Auditors' Repor t 47 Profit and Loss Account 48 Balance Sheet 49 Cash Flows 51 Notes to the Accounts 80 Five Year Summar y 82 Shareholder Information 83 Principal Offices
Financial Index
1997 FINANCIAL HIGHLIGHTS
PEARSON
2.......
Sales Sales - continuing operations Operating profit Adjusted earnings per share Dividends per share
1997 £ 2,293.1m £ 2,265.5m £ 323.2m
34.9p 19.5p
1996
%
£ 2,186.0m + 5
£ 2,048.9m +11
£ 281.3m +15
30.6p
+14
18.0p
+8
97 96 95
£M
500
SALES
1,000
1,500
2,000
2,500
ADJUSTED EARNINGS PER SHARE
97 96 95
P
20
25
30
35
40
DIVIDENDS PER SHARE
97 96 95
P
16
17
18
19
20
CHAIRMAN'S STATEMENT
The Pearson board is very pleased with the headway
we have made this year and the platform that has been
established for long term growth. Although Pearson had
good assets and good prospects when we began the year,
with a new chairman and a |
1 | 60023520_1 | 60023520 | 1997 £ 2,293.1m £ 2,265.5m £ 323.2m
34.9p 19.5p
1996
%
£ 2,186.0m + 5
£ 2,048.9m +11
£ 281.3m +15
30.6p
+14
18.0p
+8
97 96 95
£M
500
SALES
1,000
1,500
2,000
2,500
ADJUSTED EARNINGS PER SHARE
97 96 95
P
20
25
30
35
40
DIVIDENDS PER SHARE
97 96 95
P
16
17
18
19
20
CHAIRMAN'S STATEMENT
The Pearson board is very pleased with the headway
we have made this year and the platform that has been
established for long term growth. Although Pearson had
good assets and good prospects when we began the year,
with a new chairman and a new chief executive, there was
work to do. We have made a good start.
In 1997, sales rose to a record of nearly £ 2.3 bn.
Operating profits were up 15 %, with earnings up 14%.
If currency exchange rates hadn't moved against us,
our sales would have been £101m higher and our profits
£ 17m higher. The board recommends a dividend of 19.5 p for the year, up 8 % over last year.
While this rise is lower than the rise in our earnings, it is on a par with the market average
and represents adequate dividend cover and our belief that we can offer shareholders
a better return long term by investing in the Company's future.
We've made progress by concentrating on attracting good people and setting tougher
objectives and tighter financial disciplines. We are looking analytically and strategically
at all our businesses, but at the same time we've applied a pragmatic determination to
making the Company more valuable for our shareholders. Pearson operates in an industry
3
......
changing quickly and constantly. It is our ability to manage the complex creative and com-
PE |
1 | 60023520_2 | 60023520 | new chief executive, there was
work to do. We have made a good start.
In 1997, sales rose to a record of nearly £ 2.3 bn.
Operating profits were up 15 %, with earnings up 14%.
If currency exchange rates hadn't moved against us,
our sales would have been £101m higher and our profits
£ 17m higher. The board recommends a dividend of 19.5 p for the year, up 8 % over last year.
While this rise is lower than the rise in our earnings, it is on a par with the market average
and represents adequate dividend cover and our belief that we can offer shareholders
a better return long term by investing in the Company's future.
We've made progress by concentrating on attracting good people and setting tougher
objectives and tighter financial disciplines. We are looking analytically and strategically
at all our businesses, but at the same time we've applied a pragmatic determination to
making the Company more valuable for our shareholders. Pearson operates in an industry
3
......
changing quickly and constantly. It is our ability to manage the complex creative and com-
PEARSON
merc ial mix of that environment that gives us our competitive edge. To deploy it to our
shareholders' advantage, we have to make Pearson greater than the sum of its business parts.
We have dynamic new management at the head of Pearson. Marjorie Scardino and the
members of the team at the centre and in the businesses know how to provide leadership. They
know how to work together and are beginning to exploit the money-making opportunities
available to the Group as a unit. The board has confidence in them and in all of the people at
Pearson who have done a superb job in this first year of a new chapter in our Company's history.
David Veit, who retires from the board at the AGM, and Pehr Gyllenhammar, who retired
last December, helped us make this transition. Pehr, a non-executive sans pareil for fourteen
years, was a source of wise judgement and always fun. David, an executive director since 1981,
served longest and most recently as president of our Company in the United States. He brought
a combination of intelligence, energy, loyalty and |
1 | 60023520_3 | 60023520 | ARSON
merc ial mix of that environment that gives us our competitive edge. To deploy it to our
shareholders' advantage, we have to make Pearson greater than the sum of its business parts.
We have dynamic new management at the head of Pearson. Marjorie Scardino and the
members of the team at the centre and in the businesses know how to provide leadership. They
know how to work together and are beginning to exploit the money-making opportunities
available to the Group as a unit. The board has confidence in them and in all of the people at
Pearson who have done a superb job in this first year of a new chapter in our Company's history.
David Veit, who retires from the board at the AGM, and Pehr Gyllenhammar, who retired
last December, helped us make this transition. Pehr, a non-executive sans pareil for fourteen
years, was a source of wise judgement and always fun. David, an executive director since 1981,
served longest and most recently as president of our Company in the United States. He brought
a combination of intelligence, energy, loyalty and integrity. We thank both men sincerely.
We still have a way to go before we achieve all our plans. By the time we do they
probably will have changed, because the world will have changed. But I'm confident we
now have the ability to take advantage of that changing world while producing good results
and value for our shareholders.
Dennis Stevenson C H A I R M A N
THE MANAGEMENT TEAM
Marjorie Scardino
spent four years as
4
chief executive of The
.......
Economist Group before
PEARSON
taking on the role of
Pearson chief executive
in January 1997.
Has set the target of
achieving annual
double-digit earnings
growth and of at least
doubling the value of
Pearson over five years.
Writes `Dear Everyone'
notes to staff about
important events.
Recently wrote to all
her colleagues in
the Pearson Group that
"these goals are going to
be a stretch and are
going to require every
business to be in |
1 | 60023520_b0 | 60023520 | , London SW10 0TE T E L 0171 331 3920 F A X 0171 331 3929 E - M A I L initiallastname @pne.co.uk
21 Moorfields, London EC2P 2HT.............................. a s s o c i a t e s T E L 0171 588 2721 F A X 0171 628 2485
25 St James's Street, London SW1A 1HG T E L 0171 830 7000 F A X 0171 839 2968
PEARSON
83.......
FINANCIAL INDEX
........................................................................................................................................................................................................
Accounting policies 51, 52 Acquisitions 70, 71, 72 Adjusted earnings per share 47 Auditors
Remuneration 55 Report to members 46 Balance sheets Company 76 Group 48 Borrowings 65, 66, 67 Capital commitments 60 Capital employed 54 Capital expenditure 60 Cash flow 49, 73, 74 Cash and liquid resources 65 Contingent liabilities 75 Creditors, other 67 Debtors 64 Deferred taxation 67, 68 Depreciation 55, 60 Disposals 72, 73 Dividends 47, 58 Earnings per share 47 Employee information 58, 59 Fair value 70, 71 Forward exchange 66 Five year summary 80, 81 Fixed assets, tangible 60
Geographical analysis 53, 54, 58, 61 Goodwill 70, 72, 73 Historical cost profits and losses 50 Interest 56 Interest rate hedging 66, 67 Investments 63, 64 Leases 55, 74 Net cash inflow from
operating activities 73 Net debt 74 Other operating income 55 Partnerships and
associated undertakings 61, 62, 63 Pensions 58, 59 Post balance sheet events 78 Post-retirement costs 58, 59 Principal subsidiary undertakings 79 Profit and loss account 47 Provisions 68 Recognised gains and losses 50 Related parties 75 Reserves 69 Sales 47, 53, 54 Sector analysis 53, 54, 58, 61 Share capital and options 68, 69 Shareholders' funds 48, 50 Stocks 64 Taxation 57, 67, 68 Treasury information 65, 66, 67
designed and produced by M P L london O171 371 3714
review photos by ben rice · executive photos by jeremy rendell printed in england by C T D printers limited
double-digit growth by pearson plc
|
1 | 60023520_b1 | 60023520 | Gate, Harlow, Essex CM20 2JE T E L 01279 623623 F A X 01279 431059 E - M A I L firstname.lastname @ awl.co.uk
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PEARSON
83.......
FINANCIAL INDEX
........................................................................................................................................................................................................
Accounting policies 51, 52 Acquisitions 70, 71, 72 Adjusted earnings per share 47 Auditors
Remuneration 55 Report to members 46 Balance sheets Company 76 Group 48 Borrowings 65, 66, 67 Capital commitments 60 Capital employed 54 Capital expenditure 60 Cash flow 49, 73, 74 Cash and liquid resources 65 Contingent liabilities 75 Creditors, other 67 Debtors 64 Deferred taxation 67, 68 Depreciation 55, 60 |
1 | 60023551_0 | 60023551 | Centrica plc | Annual Report 1997
Contents
Chairman's statement 1 Chief Executive's review 2 Business review 4 Financial review 16 Board of directors 20 Corporate governance 21 Remuneration report 23 Directors' report 28 Auditors' report 30 Financial statements 31 Shareholder information 55
Centrica was formed in February 1997 from the demerger of British Gas plc, and trades as British Gas. The Company's core business is the sale of gas to over 18 million domestic, industrial and commercial customers, which is complemented by a national central heating installation, service and maintenance business and a chain of 240 retail outlets specialising in gas and electric heating and cooking appliances. Centrica also owns two substantial gas fields in Morecambe Bay, operates one of the country's leading gas commodity trading businesses and has growing interests in the financial services sector, including participation in the Goldfish credit card.
Centrica's aim is to be the first choice supplier of energy and services to homes and businesses.
the national energy company
The Board Your Board brings together a range of skills and experience with a strong customer focus. Richard Giordano, the main architect of the successful demerger, stepped down on 30 June as Chairman and director. We owe him our thanks.
Sir Michael Perry
Chairman's statement
Our first year Centrica plc was formed from the demerger of British Gas plc on 17 February 1997. In explaining Centrica's activities I am pleased to be able to highlight the substantial progress we have made as a new company.
This has been a crucial period for Centrica and a testing time for the new management team, particularly in tackling the legacy of our `Take or Pay' gas supply contracts and customer service systems.
Serving our customers Our most important priority is to deliver excellent customer service and we have made significant progress. Our response to customer contacts has improved substantially. We have extended our range of products, services and tariffs, reduced prices and increased customer choice.
Performance Although warmer than average weather had an adverse effect on sales for the year, operating profit was up £232 million to £175 million, before exceptional charges of £835 million for gas contract renegotiations, windfall tax and restructuring. Strong cash management generated £877 million, before financing and exceptional payments.
Competition Preparing for the challenge of competition has not been helped by accelerating the gas timetable and delaying competition in electricity supply, both outside our control.
We attach great importance to the |
1 | 60023551_1 | 60023551 | our thanks.
Sir Michael Perry
Chairman's statement
Our first year Centrica plc was formed from the demerger of British Gas plc on 17 February 1997. In explaining Centrica's activities I am pleased to be able to highlight the substantial progress we have made as a new company.
This has been a crucial period for Centrica and a testing time for the new management team, particularly in tackling the legacy of our `Take or Pay' gas supply contracts and customer service systems.
Serving our customers Our most important priority is to deliver excellent customer service and we have made significant progress. Our response to customer contacts has improved substantially. We have extended our range of products, services and tariffs, reduced prices and increased customer choice.
Performance Although warmer than average weather had an adverse effect on sales for the year, operating profit was up £232 million to £175 million, before exceptional charges of £835 million for gas contract renegotiations, windfall tax and restructuring. Strong cash management generated £877 million, before financing and exceptional payments.
Competition Preparing for the challenge of competition has not been helped by accelerating the gas timetable and delaying competition in electricity supply, both outside our control.
We attach great importance to the rollout of competition in both gas and electricity being handled in an even-handed way. We continue to be concerned that this should happen within a consistent regulatory framework, so that none of our stakeholders customers, staff or shareholders are disadvantaged.
Dividend At the time of demerger a number of important uncertainties faced the business, as set out in the Listing Particulars. The Board explained to shareholders that, as a consequence, it would not be possible to reward them by way of a dividend in the short-term. Consistent with this, we are not recommending a dividend for 1997.
We have nevertheless made major strides in addressing these uncertainties. In particular, our inherited gas contract exposure has been reduced to a manageable level. The major remaining uncertainty surrounds the issue of competition, which is unlikely to be fully established nationwide in the gas market until the end of 1998. At that time the Board will review the opportunities for a distribution to shareholders.
Finally, on behalf of the Board, I would like to thank all employees within the Centrica businesses for their considerable commitment and contribution during the challenging first year of operation.
Sir Michael Perry, CBE Chairman
Key achievements of the year | higher levels of customer service | price reductions and new |
1 | 60023551_2 | 60023551 | rollout of competition in both gas and electricity being handled in an even-handed way. We continue to be concerned that this should happen within a consistent regulatory framework, so that none of our stakeholders customers, staff or shareholders are disadvantaged.
Dividend At the time of demerger a number of important uncertainties faced the business, as set out in the Listing Particulars. The Board explained to shareholders that, as a consequence, it would not be possible to reward them by way of a dividend in the short-term. Consistent with this, we are not recommending a dividend for 1997.
We have nevertheless made major strides in addressing these uncertainties. In particular, our inherited gas contract exposure has been reduced to a manageable level. The major remaining uncertainty surrounds the issue of competition, which is unlikely to be fully established nationwide in the gas market until the end of 1998. At that time the Board will review the opportunities for a distribution to shareholders.
Finally, on behalf of the Board, I would like to thank all employees within the Centrica businesses for their considerable commitment and contribution during the challenging first year of operation.
Sir Michael Perry, CBE Chairman
Key achievements of the year | higher levels of customer service | price reductions and new tariffs | launch of entry into electricity market | 650,000 Goldfish card holders | gas supply contracts renegotiated | new three year price formula agreed with Ofgas | improved cash flow and operating profit
Annual Report 1997 | 1
British Gas Trading consistently exceeded the regulated standard for telephone response with over 95% of calls
answered within 30 seconds.
Telephone
performance
Regulated standard
Standard of service
%
90 80
60
40
20
Jan 96 Jun 96 Dec 96 Jun 97 Dec 97
2 | Centrica plc
Chief Executive's review
Main achievements For all parts of the business, 1997 was a very eventful year which has prepared the ground for even greater change in 1998, driven by far reaching reforms in both the domestic gas and electricity markets.
Our aim is to be the customer's first choice for energy and services to homes and businesses. I have set out below our achievements to date in a number of areas which are vital to our business and its future.
Customer service Our main objective remains the provision of excellent service to our customers and we see this as a key component in achieving long-term success.
A Board committee is giving |
1 | 60023551_3 | 60023551 | tariffs | launch of entry into electricity market | 650,000 Goldfish card holders | gas supply contracts renegotiated | new three year price formula agreed with Ofgas | improved cash flow and operating profit
Annual Report 1997 | 1
British Gas Trading consistently exceeded the regulated standard for telephone response with over 95% of calls
answered within 30 seconds.
Telephone
performance
Regulated standard
Standard of service
%
90 80
60
40
20
Jan 96 Jun 96 Dec 96 Jun 97 Dec 97
2 | Centrica plc
Chief Executive's review
Main achievements For all parts of the business, 1997 was a very eventful year which has prepared the ground for even greater change in 1998, driven by far reaching reforms in both the domestic gas and electricity markets.
Our aim is to be the customer's first choice for energy and services to homes and businesses. I have set out below our achievements to date in a number of areas which are vital to our business and its future.
Customer service Our main objective remains the provision of excellent service to our customers and we see this as a key component in achieving long-term success.
A Board committee is giving emphasis and direction to all aspects of customer service and all businesses have quality improvement initiatives in place.
Customer panels and regular third party customer satisfaction surveys provide valuable feedback on customer concerns and perceptions.
The benefits of major investment and effort have seen service standards improve during 1997. We have made dramatic improvements in our regulated standards of service for handling customer contact and have also reached our own tougher internal targets. We continue to focus on removing the causes of complaint.
Market share A key task is to retain significant market share as the gas market is further opened to competition.
In February and March 1997, gas competition was further extended to 1.6 million domestic customers in the South East and South West of England, adding to the 0.5 million customers in the South West of England who had already had access to competing gas suppliers since April 1996. This was followed in November 1997 by the phasing in of competition nationwide, starting with Scotland and the North East of England, which together with the two initial Trial Areas brought competition to over 4.5 million of Britain's 19 million domestic gas customers.
Roy Gardner
Responding to these changes presented very special challenges to the Group, particularly arising from the constraints of the licence conditions imposed on our business. While competitors have priced according |
1 | 60023551_b0 | 60023551 | Levy
3, 13
Goldfish credit card
12
Goodwill
33, 43, 47
Joint ventures
12
Leases
32, 44
Litigation
51
Long Term Incentive Scheme
23, 26, 32, 40, 42, 46
Morecambe gas fields
3, 9, 13, 16
Movement in shareholders' funds
19, 47
Net assets
38
Net interest
17, 40
Operating costs
16, 38-39
Operating profit/(loss)
16-17, 34, 38
Pensions
25, 33, 48
Petroleum revenue tax
16, 32, 37, 40, 45
Principal undertakings
associated
42
subsidiary
42
trade investment
42
Profit and loss account
34
Provisions for liabilities and charges
45
Reconciliation of debt, cash and money market investments
36
Related party transactions
53
Regulatory issues
12-13
Remuneration Committee report
23-27
Research and development
28, 32, 39
Reserves
47
Restructuring costs
39
Retail
38
Revocation
3, 13
Sales contract loss provision
33, 39
Segmental analysis
38
Services
38
Share information
analysis of shareholdings
55
called up share capital
46
substantial shareholdings
29
Stocks
32, 43
`Take or Pay' contracts
13, 17, 33, 44
Taxation
17, 40, 45
Treasury policy
19
Turnover
16, 32, 38
Windfall tax
17, 39
Year 2000
17, 21, 39, 51
Designed and produced by Pauffley. Printed by St Ives. Typeset by Wordwork plc.
Centrica plc Company registered in England No. 3033654 Registered Office: Charter Court, 50 Windsor Road, Slough, Berkshire SL1 2HA
|
1 | 60023551_b1 | 60023551 | share Electricity Employees average number during the year costs Profit Sharing Scheme Sharesave Scheme
56 | Centrica plc
Page 33, 45, 51 8, 42, 43, 53 19, 32-33
32, 43
39 30 22 35 20 44 11-12 9-11 4-8 4-15 41, 42, 51 55
36 49-50
17 1
2-3 51-52
21 14-15 1, 2, 5-7 13, 39 21-22
28 13 44 33, 40, 45 28, 32, 37 32, 39
26 24 27 27 26 25 26 28-29 30 27 28-29 1, 28 41 1, 2-3, 6-7
28, 40 40
29, 40, 46 28, 40, 46
Page
Energy Supply
16-17, 39
Exceptional charges
17, 39
Financial calendar
55
Financial instruments
33, 54
Financial review
16-19
Financial services
12
Fixed assets
tangible
32, 41
investments
32, 42
Gas contract commitments
52
Gas Levy
3, 13
Goldfish credit card
12
Goodwill
33, 43, 47
Joint ventures
12
Leases
32, 44
Litigation
51
Long Term Incentive Scheme
23, 26, 32, 40, 42, 46
Morecambe gas fields
3, 9, 13, 16
Movement in shareholders' funds
19, 47
Net assets
38
Net interest
17, 40
Operating costs
16, 38-39
Operating profit/(loss)
16-17, 34, 38
Pensions
25, 33, 48
Petroleum revenue tax
16, 32, 37, 40, 45
Principal undertakings
associated
42
subsidiary
42
trade investment
42
Profit and loss account
34
Provisions for liabilities and charges
45
Reconciliation of debt, cash and money market investments
36
Related party transactions
53
Regulatory issues
12 |
1 | 60023654_0 | 60023654 | OUTOKUMPU ANNUAL REPORT 1997
Contents
1 Outokumpu 1997
Key data......................................................................... front cover flap 1997 in brief............................................................... inside front cover Business organization....................................................................... 2 Chief Executive's statement............................................................. 4 Investor relations ongoing dialogue about objectives and outlook...................................................................... 6
2 Financial statements
Corporate review of the year............................................................ 8 Auditors' report.................................................................................. 14 Consolidated income statement...................................................... 43 Consolidated balance sheet............................................................. 44 Consolidated statement of cash flows............................................ 46 Principles applied in the financial statements................................ 47 Notes to the consolidated financial statements............................. 49 Subsidiaries by business area.......................................................... 55 Associated companies and other shares and stock...................... 58 Key financial indicators and share-related data............................. 59 Parent Company financial statements............................................. 63 Outokumpu Oyj's shares and shareholders.................................... 67 Outokumpu Oyj´s administration...................................................... 70 Business area management............................................................. 75
3 Business area reviews
Base Metals....................................................................................... 15 Stainless Steel................................................................................... 22 Copper Products............................................................................... 26 Technology......................................................................................... 31 Other operations................................................................................ 34
4 Functional reviews
Research and development.............................................................. 35 Environmental protection.................................................................. 36 Human resource development......................................................... 37 Financing and management of financial risks................................ 38 Management of metal price risks..................................................... 41
Annual General Meeting and Dividend............................................ 76 Annual report and interim reports.................................................... 77 Group contact information............................................................... 78
Key data
Net sales
MFmIMk million 18 000 16 000 14 000 12 000 10 000 8 000 6 000 4 000 2 000
0 88 89 90 91 92 93 94 95 96 97
Operating profit
mMilFmliIoMkn 1 400 1 200 1 000
800 600 400 200
0 88 89 90 91 92 93 94 95 96 97
Key figures
Net sales
FIM million
change from previous year
%
Operating profit
FIM million
in relation to net sales
%
Profit before extraordinary items
and taxes
FIM million
Return on capital employed
%
1997
19 055 15.1
1 353 7.1
975 11.1
1996
16 5 |
1 | 60023654_1 | 60023654 |
4 Functional reviews
Research and development.............................................................. 35 Environmental protection.................................................................. 36 Human resource development......................................................... 37 Financing and management of financial risks................................ 38 Management of metal price risks..................................................... 41
Annual General Meeting and Dividend............................................ 76 Annual report and interim reports.................................................... 77 Group contact information............................................................... 78
Key data
Net sales
MFmIMk million 18 000 16 000 14 000 12 000 10 000 8 000 6 000 4 000 2 000
0 88 89 90 91 92 93 94 95 96 97
Operating profit
mMilFmliIoMkn 1 400 1 200 1 000
800 600 400 200
0 88 89 90 91 92 93 94 95 96 97
Key figures
Net sales
FIM million
change from previous year
%
Operating profit
FIM million
in relation to net sales
%
Profit before extraordinary items
and taxes
FIM million
Return on capital employed
%
1997
19 055 15.1
1 353 7.1
975 11.1
1996
16 549 (2.4) 552 3.3
229 5.3
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
% % %
1 134 5 751
30.2 42.5 74.2
1 299 4 621
27.9 43.4 64.8
Income per share (exluding extraordinary items) Net income per share Shareholders' equity per share Dividend per share Share price on Dec. 31 Market capitalization on Dec. 31
FIM FIM FIM FIM FIM FIM million
5.65 5.65 61.94 2.00 1) 66.50 8 281
1.51 1.51 57.01 1.00 78.50 9 776
Capital expenditure
FIM million
2 045
1 553
Personnel on Dec. 31
13 734 13 622
1) Board of Directors' proposal to the Annual General Meeting
Profit before extraordinary items and taxes
FIM million 1 400 1 |
1 | 60023654_2 | 60023654 | 49 (2.4) 552 3.3
229 5.3
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
% % %
1 134 5 751
30.2 42.5 74.2
1 299 4 621
27.9 43.4 64.8
Income per share (exluding extraordinary items) Net income per share Shareholders' equity per share Dividend per share Share price on Dec. 31 Market capitalization on Dec. 31
FIM FIM FIM FIM FIM FIM million
5.65 5.65 61.94 2.00 1) 66.50 8 281
1.51 1.51 57.01 1.00 78.50 9 776
Capital expenditure
FIM million
2 045
1 553
Personnel on Dec. 31
13 734 13 622
1) Board of Directors' proposal to the Annual General Meeting
Profit before extraordinary items and taxes
FIM million 1 400 1 200 1 000
800 600 400 200
0 (200) (400) (600) (800)
88 89 90 91 92 93 94 95 96 97
Income per share
FIM 14 12 10 8 6 4 2 0 (2) (4) (6) (8) (10) 88 89 90 91 92 93 94 95 96 97
Price of A-shares
FmIMk
140
120
100
80
60
40
20 A-share HEX-index
0 89 90 91 92 93 94 95 96 97
1997 in brief
Markets grew strongly until the Asian crisis created uncertainty and weakened outlook
Both the world economy and global metals consumption continued to grow strongly during 1997. Towards the year-end, however, the economic problems that surfaced in Asia weakened growth forecasts, and this was quickly reflected in the prices of base metals in particular.
Marked improvement in financial result
Consolidated net sales grew by 15 % and amounted to over FIM 19 billion. The growth was the result of increased deliveries and the strengthening of the US dollar.
Despite a weak third tertial, the Group's financial result for 1997 was markedly better than for 1996.
Oper |
1 | 60023654_3 | 60023654 | 200 1 000
800 600 400 200
0 (200) (400) (600) (800)
88 89 90 91 92 93 94 95 96 97
Income per share
FIM 14 12 10 8 6 4 2 0 (2) (4) (6) (8) (10) 88 89 90 91 92 93 94 95 96 97
Price of A-shares
FmIMk
140
120
100
80
60
40
20 A-share HEX-index
0 89 90 91 92 93 94 95 96 97
1997 in brief
Markets grew strongly until the Asian crisis created uncertainty and weakened outlook
Both the world economy and global metals consumption continued to grow strongly during 1997. Towards the year-end, however, the economic problems that surfaced in Asia weakened growth forecasts, and this was quickly reflected in the prices of base metals in particular.
Marked improvement in financial result
Consolidated net sales grew by 15 % and amounted to over FIM 19 billion. The growth was the result of increased deliveries and the strengthening of the US dollar.
Despite a weak third tertial, the Group's financial result for 1997 was markedly better than for 1996.
Operating profit rose to FIM 1 353 million and profit before extraordinary items and taxes to FIM 975 million. Income per share was FIM 5.65.
Return on capital employed rose to 11.1 %. Net interest-bearing debt amounted to FIM 5 751 million. Nevertheless, the equity-to-assets ratio remained at a satisfactory level and was 42.5 %. The Board of Directors recommends a dividend of FIM 2.00 per share.
Investments bring new capacity and better efficiency
The Group's capital expenditure in fixed assets rose to FIM 2 045 million. The main completed investments comprised an expansion of cold-rolled stain-
less steel production capacity in Tornio, Finland, a new brass strip casting line at the Zutphen mill in the Netherlands and the Silver Swan nickel mine in Australia, which went into production in 1997.
The main ongoing investment is an expansion of the Kokkola zinc plant in Finland, which will be completed in the autumn of 1998. A mill for drawn copper products and copper tubes under construction in Malaysia will go on stream gradually during 1998 and 1999.
The cost efficiency of copper and nickel production at the Harjavalta smelter has improved markedly after the new, |
1 | 60023654_b0 | 60023654 | for closer cooperation between our units, enhancing the effective utilization of the strengths that stem from their proximity competences and synergies. We believe that our new integration will benefit our partners as well as ourselves.
78 O U T O K U M P U 1 9 9 7
Group contact information
CORPORATE MANAGEMENT BASE METALS STAINLESS STEEL COPPER PRODUCTS TECHNOLOGY OTHER ADDRESSES
Outokumpu Oyj
PO Box 140 Riihitontuntie 7 B FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 421 3888
Outokumpu Base Metals Oy
Business area management PO Box 143 Riihitontuntie 7 A FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 421 2205
Outokumpu Steel Oy
Business area management PO Box 82 FIN-95401 TORNIO Finland Tel. +358 16 4521 Fax +358 16 453 190
Outokumpu Copper Products Oy
Business area management PO Box 144 Riihitontuntie 7 A FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 452 2140
Outokumpu Technology Oy
Business area management PO Box 86 Riihitontuntie 7 E FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 421 3891
Up-to-date contact information about all Outokumpu subsidiaries and sites is available at the Group's Internet home page (http://www.outokumpu.com). Contact information can also be requested by telephone (+358 9 4211), telefax (+358 9 421 2429) or e-mail (corporate.comms@outokumpu.com).
O U T O K U M P U 1 9 9 7 79
BASE METALS q STAINLESS STEEL q COPPER PRODUCTS q T ECHNOLOGY
OUTOKUMPU OYJ Corporate Management Riihitontuntie 7 B, PO Box 140 FIN-02201 ESPOO, Finland Tel. +358 9 4211 Fax +358 9 421 3888 E-mail: corporate.comms@outokumpu.com http://www.outokumpu.com Domicile: Espoo, Finland Trade register number: 70.759
|
1 | 60023654_b1 | 60023654 | umpu Espoo our common address in the Helsinki metropolitan area
Outokumpu could for many reasons well be described as a "down-to-earth" company, as could the people who work for Outokumpu. If we add that we have always considered innovation and continuous R&D very important, you would probably think it only right and proper that our new joint facilities in the metropolitan Helsinki area are reminiscent of a university campus where people all work together.
At the beginning of December 1997, Outokumpu's Corporate Management and Finance department moved from their leased offices in Tapiola to the Companyowned site Outokumpu Espoo in Niittykumpu, which has accommodated many Outokumpu units for decades. Prior to the move, extensive development work was carried out at the campus-like site, and the oldest building was completely renovated to serve as the new Outokumpu headquarters. This facility, termed Building B, dates back to 1966 and first served as a physics research laboratory.
Now that all Outokumpu people in the Helsinki metropolitan area approximately 800 of us are located at the same site, we can combine our resources better than before. Outokumpu Espoo offers a convenient environment for closer cooperation between our units, enhancing the effective utilization of the strengths that stem from their proximity competences and synergies. We believe that our new integration will benefit our partners as well as ourselves.
78 O U T O K U M P U 1 9 9 7
Group contact information
CORPORATE MANAGEMENT BASE METALS STAINLESS STEEL COPPER PRODUCTS TECHNOLOGY OTHER ADDRESSES
Outokumpu Oyj
PO Box 140 Riihitontuntie 7 B FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 421 3888
Outokumpu Base Metals Oy
Business area management PO Box 143 Riihitontuntie 7 A FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 421 2205
Outokumpu Steel Oy
Business area management PO Box 82 FIN-95401 TORNIO Finland Tel. +358 16 4521 Fax +358 16 453 190
Outokumpu Copper Products Oy
Business area management PO Box 144 Riihitontuntie 7 A FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 |
1 | 60023935_0 | 60023935 | GUINNESS PEAT GROUP PLC
ANNUAL REPORT 1997
CONTENTS
2
C H A I R M A N'S S TAT E M E N T
4
F I N A N C I A L P R O F I L E O F O P E R AT I O N S
5
SUMMARY OF PRINCIPAL INVESTMENTS
6
BOARD OF DIRECTORS
7
F I N A N C I A L S TAT E M E N T S
41
NOTICE OF ANNUAL GENERAL MEETING
1
Guinness Peat Group plc
C H A I R M A N'S S TAT E M E N T
It will be recalled that last year's Annual Report stated "we are all striving to make 1997 an exceptional year for GPG."
In the event, this expectation did not translate investments, but of a lesser scale, included
to the bottom line, where, for various reasons,
Gibson Chemical, Iceland Foods, GIO,
net profit fell from £19.1 million to £17.4
Ballarat Brewing, Ropner, DB Group and
million but in most other respects it was,
Gazal Industries.
indeed, an exceptional year for GPG.
Perhaps the outstanding feature of the year was
The main causes of the reduction in profit were: the enhancement of GPG's already strong
· Adverse exchange rate movements
financial position. The simplified balance sheet
· Fewer major investment realisations than
(which is more relevant for practical purposes
anticipated
than the published balance sheet) must be
· A possible excess of conservatism in writing close to the ideal for an entrepreneurial
off the value of our Tooth & Co shares (but
investment company embarking on new
which is justified by the continuing
challenges.
uncertainty as to the ultimate value of the
company and the relative unmarketability of our 25% shareholding). In the past, we have always maintained an unhedged currency exposure, which generated a useful surplus in earlier years but, as
Restated Group Balance Sheet at 31 December 1997 (listed subsidiaries at GPG's net underlying book values)
£m
Creditors
4
|
1 | 60023935_1 | 60023935 | Group and
million but in most other respects it was,
Gazal Industries.
indeed, an exceptional year for GPG.
Perhaps the outstanding feature of the year was
The main causes of the reduction in profit were: the enhancement of GPG's already strong
· Adverse exchange rate movements
financial position. The simplified balance sheet
· Fewer major investment realisations than
(which is more relevant for practical purposes
anticipated
than the published balance sheet) must be
· A possible excess of conservatism in writing close to the ideal for an entrepreneurial
off the value of our Tooth & Co shares (but
investment company embarking on new
which is justified by the continuing
challenges.
uncertainty as to the ultimate value of the
company and the relative unmarketability of our 25% shareholding). In the past, we have always maintained an unhedged currency exposure, which generated a useful surplus in earlier years but, as
Restated Group Balance Sheet at 31 December 1997 (listed subsidiaries at GPG's net underlying book values)
£m
Creditors
4
Provisions
5
Shareholders'Funds 142
£m
Cash at bank
28
Current assets
4
Canberra Investment Corp. 4
reported in the interim statement, the trend reversed in 1997 (basically the strength of Sterling in relation to our Australian and New Zealand denominated investments) and
Mid East Minerals
8
PICO Holdings
6
Turners & Growers
7
Tyndall Australia
31
Share Portfolio
63
continued to worsen in the second half. This
£151
£151
resulted in a profit reduction of approximately
£3.8 million although it is emphasised that this The market value of investments (including the
is largely academic for non UK shareholders, as subsidiaries and associates) is more than £100
the Sterling figures produce a correspondingly million in excess of book value so there is
higher amount in local currencies (eg at current obviously a large reservoir of potential profit for
exchange rates the net profit of £17.4m =
the future. A good example is our 22% of
|
1 | 60023935_2 | 60023935 | Provisions
5
Shareholders'Funds 142
£m
Cash at bank
28
Current assets
4
Canberra Investment Corp. 4
reported in the interim statement, the trend reversed in 1997 (basically the strength of Sterling in relation to our Australian and New Zealand denominated investments) and
Mid East Minerals
8
PICO Holdings
6
Turners & Growers
7
Tyndall Australia
31
Share Portfolio
63
continued to worsen in the second half. This
£151
£151
resulted in a profit reduction of approximately
£3.8 million although it is emphasised that this The market value of investments (including the
is largely academic for non UK shareholders, as subsidiaries and associates) is more than £100
the Sterling figures produce a correspondingly million in excess of book value so there is
higher amount in local currencies (eg at current obviously a large reservoir of potential profit for
exchange rates the net profit of £17.4m =
the future. A good example is our 22% of
NZ$49.3m whereas a year ago it would have
Premier Investments Ltd which is not of
been equivalent to only NZ$42.1m). In the
strategic significance but does provide a very
longer run, we still believe exchange rate
efficient leveraged exposure to Coles Myer Ltd.
fluctuations will largely equalise in the basket The increase in market value of our Premier
of currencies in which our investments are
shares during 1997 was £10 million and
held.
we decided to hold in anticipation of further
The sale of our Colonial Motors shares was
gains.
timely and was a substantial contributor to
The commercial settlement of the litigation
overall profitability. So was the sale of the
with Burns Philip and others in respect of
major interest in Metals Exploration Ltd
Meridian Investment Trust was a notable
which proved to be a very rewarding
achievement, not necessarily in profit
investment for GPG. Other successful realised terms, but important for the image and
2
Guinness Peat Group plc
SHAREHOLDERS |
1 | 60023935_3 | 60023935 |
NZ$49.3m whereas a year ago it would have
Premier Investments Ltd which is not of
been equivalent to only NZ$42.1m). In the
strategic significance but does provide a very
longer run, we still believe exchange rate
efficient leveraged exposure to Coles Myer Ltd.
fluctuations will largely equalise in the basket The increase in market value of our Premier
of currencies in which our investments are
shares during 1997 was £10 million and
held.
we decided to hold in anticipation of further
The sale of our Colonial Motors shares was
gains.
timely and was a substantial contributor to
The commercial settlement of the litigation
overall profitability. So was the sale of the
with Burns Philip and others in respect of
major interest in Metals Exploration Ltd
Meridian Investment Trust was a notable
which proved to be a very rewarding
achievement, not necessarily in profit
investment for GPG. Other successful realised terms, but important for the image and
2
Guinness Peat Group plc
SHAREHOLDERS' FUNDS (£ million)
142.1 135.2
150 120
103.3
87.5
90
commitments to achieve the required financial
66.6 49.4
impact means we are well placed to utilise the
60
additional funds.
A cash dividend of 6% (0.3p per share) has
been declared, with a scrip alternative in the
30
ratio of 1 for 100.
After completion of the new issues, there will be
00 92 93 94 95 96 97
approximately 836 million shares outstanding. It is proposed to halve this number to 418
The published figure for 1995 is adjusted for a change in accounting policy in 1996.
million by consolidating the existing 5p shares into 10p units. Although purely cosmetic, the
professionalism of Tyndall/GPG in retrieving value for thousands of small investors who had been seriously disadvantaged by their previous managers. The proposal to merge Tyndall Australia Ltd
perception of a smaller number of issued shares which will trade at a level more consistent with the higher unit prices of most other well regarded |
1 | 60023935_b0 | 60023935 | . Completion and return of the appropriate form of proxy enclosed with this Notice will not preclude a member from attending and voting at the meeting in person should he find himself able to do so. 3. No director has a service contract with the Company or any subsidiary. 4. A summary of the proceedings at the Annual General Meeting of the Company will be made available upon request to any shareholder applying to any one of the Company's share registrars whose locations are set out on page 44 or to the Secretary, Guinness Peat Group plc, 2nd Floor, 21-26 Garlick Hill, London EC4V 2AU.
Registered in England No. 159975
43
Guinness Peat Group plc
GUINNESS PEAT GROUP plc
UNITED KINGDOM 2nd Floor, 21-26 Garlick Hill, London EC4V 2AU
Tel: 0171 236 0336 Fax: 0171 329 8870
AUSTRALIA c/o Pannell Kerr Forster Level 20, 1 York Street, Sydney NSW 2000 Tel: 02 9252 4100 Fax: 02 9251 3832
NEW ZEALAND c/o Registry Managers (New Zealand) Limited Private Bag 92119, Auckland 1030, New Zealand
Tel: 09 379 3636 Fax: 09 377 3715
Registered in England No. 159975
Location of share registers
The Company's register of members is maintained in the UK with branch registers in Australia and New Zealand. Such register enquiries may be addressed direct to the Company's share registrars named below:
UK main register: Computershare Services PLC
Australian register: Registries Ltd
New Zealand register: Corporate Registries Limited
Owen House Bankhead Crossway North Edinburgh EH11 4BR
Tel: 0131 523 6666 Fax: 0131 452 4924
Telephone & postal enquiries PO Box R67 Royal Exchange Sydney NSW 1223
Tel: 02 9279 0677 Fax: 02 9279 0664
Private Bag 92119 Auckland 1030
Tel: 09 522 0022 Fax: 09 522 0058
5-10 Great Tower Street London EC3R 5ER
Inspection of Register
Level 2 28 Margaret Street Sydney NSW 2000
Level 3 277 Broadway Newmarket Auckland
Guinness Peat Group plc
44
|
1 | 60023935_b1 | 60023935 | ence in the capital of the Company.
Registered Office: 2nd floor 21-26 Garlick Hill London EC4V 2AU
By Order of the Board Richard Russell Secretary 17 April 1998
Guinness Peat Group plc
42
NOTES TO NOTICE OF MEETING
NOTES TO NOTICE OF MEETING 1. A member of the Company 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 the member. A proxy need not be a member of the Company. A relevant form of proxy is enclosed. 2. Forms of proxy and a Power of Attorney or other authority, if any, under which they are signed or a notarially certified copy of a
power or authority should be sent to Computershare Services PLC, Owen House, Bankhead Crossway North, Edinburgh EH11 4BR (from UK registered members), Corporate Registries, Private Bag 92119, Auckland 1030 (from New Zealand registered members) or Registries Limited, Level 2, 28 Margaret Street, Sydney NSW 2000 (from Australian registered members) so as to arrive not later than 48 hours before the time appointed for the meeting. Completion and return of the appropriate form of proxy enclosed with this Notice will not preclude a member from attending and voting at the meeting in person should he find himself able to do so. 3. No director has a service contract with the Company or any subsidiary. 4. A summary of the proceedings at the Annual General Meeting of the Company will be made available upon request to any shareholder applying to any one of the Company's share registrars whose locations are set out on page 44 or to the Secretary, Guinness Peat Group plc, 2nd Floor, 21-26 Garlick Hill, London EC4V 2AU.
Registered in England No. 159975
43
Guinness Peat Group plc
GUINNESS PEAT GROUP plc
UNITED KINGDOM 2nd Floor, 21-26 Garlick Hill, London EC4V 2AU
Tel: 0171 236 0336 Fax: 0171 329 8870
AUSTRALIA c/o Pannell Kerr Forster Level 20, 1 York Street, Sydney NSW 2000 Tel: 02 9252 4100 Fax: 02 9251 3832
NEW ZEALAND c/o Registry Managers (New Zealand) Limited Private Bag |
1 | 60023959_0 | 60023959 | Annual Report & Accounts
For the year to 31 January 1998
INTERMEDIATE CAPITAL GROUP PLC
Mezzanine ranks in terms of risk and reward between bank debt and equity capital and seeks a strong cash yield and an additional return related to the success of the investee company, usually in the form of a capital gain.
Mezzanine has been principally used to help finance buyouts but is increasingly used as expansion and acquisition capital and to finance capital reorganisations.
ICG is the leading specialist provider of mezzanine in the United Kingdom and Continental Western Europe.
2 Intermediate Capital Group PLC
1 Highlights 2 Chairman's Statement 5 Business and Financial Review 14 Directors and Management 15 Directors' Report 17 Corporate Governance 18 Report of the Remuneration Committee 20 Statement of Directors' Responsibilities 21 Auditors' Report 22 Consolidated Profit and Loss Account 23 Balance Sheets 24 Consolidated Cash Flow Statement 25 Notes to the Accounts 35 Notice of Meeting 36 Company Information
1998 Highlights
Pre-tax profits up 12% to £22.6m (1997 £20.2m) Earnings per share up 14% Core income up 13% to £15.3m (1997 £13.5m) Proposed final dividend of 12.0p net per share
making 17.4p per share for the year, a 13% increase A record £130m of new loans The loan book increased to £320m (1997 £250m) Further growth in fund management activities
Right ICG has invested £600m in 96 companies in the UK and Continental Europe since the company started in 1989
United Kingdom
£320m
Sweden £34m
Denmark £4m
Netherlands
£38m Germany
France £35m
£130m
Switzerland £5m
Portugal £6m
Spain £6m
Italy £22m
1 Intermediate Capital Group
Chairman's Statement
Results
provisions, increased by 28% from £250m to £320m
I am pleased to be able to report yet another record at the year end. If sterling had remained at the same
year for ICG, with our profits up by 12% at £22.6m rate relative to Continental European currencies as at
and the loan book growing by 28% |
1 | 60023959_1 | 60023959 | 1997 £13.5m) Proposed final dividend of 12.0p net per share
making 17.4p per share for the year, a 13% increase A record £130m of new loans The loan book increased to £320m (1997 £250m) Further growth in fund management activities
Right ICG has invested £600m in 96 companies in the UK and Continental Europe since the company started in 1989
United Kingdom
£320m
Sweden £34m
Denmark £4m
Netherlands
£38m Germany
France £35m
£130m
Switzerland £5m
Portugal £6m
Spain £6m
Italy £22m
1 Intermediate Capital Group
Chairman's Statement
Results
provisions, increased by 28% from £250m to £320m
I am pleased to be able to report yet another record at the year end. If sterling had remained at the same
year for ICG, with our profits up by 12% at £22.6m rate relative to Continental European currencies as at
and the loan book growing by 28% to £320m. Net the beginning of the year, the value of both our loan
interest income and core income rose by 15% and book and indebtedness would have been £16m higher
13% respectively to £15.1m and £15.3m respectively. at the year end.
Capital gains net of related expenses and provisions
rose by 11% to £7.3m.
Fund management
Last year we entered into an agreement with a major
Dividends
American insurance company, Northwestern Mutual
The Board is recommending a final dividend of 12p Life, which has resulted in their becoming one of our
net per share to be paid on 22 May 1998 which, with largest fund management clients.We remain keen to
the interim dividend of 5.4p, brings the total for the expand our fund management activities and this has
year to 17.4p net per share.This dividend represents been a particular focus of our attention during the
an increase of 13% over last year's dividend of 15.4p second half of the year. After taking into account
net per share.
repayments, managed funds invested for |
1 | 60023959_2 | 60023959 | to £320m. Net the beginning of the year, the value of both our loan
interest income and core income rose by 15% and book and indebtedness would have been £16m higher
13% respectively to £15.1m and £15.3m respectively. at the year end.
Capital gains net of related expenses and provisions
rose by 11% to £7.3m.
Fund management
Last year we entered into an agreement with a major
Dividends
American insurance company, Northwestern Mutual
The Board is recommending a final dividend of 12p Life, which has resulted in their becoming one of our
net per share to be paid on 22 May 1998 which, with largest fund management clients.We remain keen to
the interim dividend of 5.4p, brings the total for the expand our fund management activities and this has
year to 17.4p net per share.This dividend represents been a particular focus of our attention during the
an increase of 13% over last year's dividend of 15.4p second half of the year. After taking into account
net per share.
repayments, managed funds invested for clients by
In accordance with ICG's dividend policy the
ICG amounted to £101m at the end of the year
increase in the dividend is broadly in line with the compared with £80m at the beginning of the year.
increase in core income. Similarly, in accordance with
our policy, most of core income net of tax, namely The European mezzanine market
77%, has been paid out by way of dividends.
The buyout markets in both the UK and Continental
Europe, which represent our core markets for
Lending activity
mezzanine, had a record year in 1997 with the value
Our last financial year saw our fourth successive
of transactions being the highest ever.This growth in
record year for new lending, resulting in strong
activity was driven on the one hand by an increased
growth in ICG's loan book. New lending by ICG and number of divestments by large companies both in
funds under its management amounted to £159m the UK and Continental Europe and on the other
compared with £135m in our previous financial year. hand by an increasing supply of finance |
1 | 60023959_3 | 60023959 | clients by
In accordance with ICG's dividend policy the
ICG amounted to £101m at the end of the year
increase in the dividend is broadly in line with the compared with £80m at the beginning of the year.
increase in core income. Similarly, in accordance with
our policy, most of core income net of tax, namely The European mezzanine market
77%, has been paid out by way of dividends.
The buyout markets in both the UK and Continental
Europe, which represent our core markets for
Lending activity
mezzanine, had a record year in 1997 with the value
Our last financial year saw our fourth successive
of transactions being the highest ever.This growth in
record year for new lending, resulting in strong
activity was driven on the one hand by an increased
growth in ICG's loan book. New lending by ICG and number of divestments by large companies both in
funds under its management amounted to £159m the UK and Continental Europe and on the other
compared with £135m in our previous financial year. hand by an increasing supply of finance from both
This was made up of £130m invested on our own private equity investors and debt providers.The
balance sheet and £29m on behalf of managed funds consequences of the increased supply of money were
compared with £109m and £26m respectively in the more large transactions being completed and higher
previous year.
prices being paid.
In our early years ICG's principal business was
There was, in 1997, a considerable increase in the
providing mezzanine in the UK MBO marketplace. number of large buyouts, an area in which, traditionally,
In recent years particular emphasis has been placed we have not been very active and where strong
on increased lending in Continental Europe and
competition emerged from high yield subordinated
increased lending outside the MBO market in the bonds offered by investment banks. In medium sized
UK.The results of the last financial year show the buyouts there was increased competition from banks
success of these marketing initiatives. Of the 17 loans offering a total debt package including mezzanine.
we made, eight were to companies based in
Overall, therefore, last year |
1 | 60023959_b0 | 60023959 | at 62-63Threadneedle Street, London EC2R 8HE on Monday, 18 May 1998 at 12 noon for the following purposes: 1 To receive and adopt the financial statements for the year ended 31 January 1998 together with the reports
of the directors and auditors thereon. 2 To declare a final dividend of 12.0p per ordinary share. 3 To reappoint Deloitte & Touche as auditors and determine their remuneration. 4 To re-elect as directors:
T H Bartlam E G Licoys R A Padgett P J Stone 5 To transact any other ordinary business of the company. By Order of the Board
J E Curtis
Secretary 3 April 1998
Notes:
1 A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote instead of him. A proxy need not be a member of the company. Proxy forms must be lodged with the Secretary not later than 48 hours before the time fixed for the meeting. 2 Copies of directors' service contracts are available for inspection during business hours at the company's registered office at 62-63 Threadneedle Street, London EC2R 8HE.
35 Intermediate Capital Group
Company Information
Financial advisers
Lazard Brothers & Co., Limited 21 Moorfields London EC2P 2HT
Stockbrokers
Cazenove & Co 12 TokenhouseYard London EC2R 7AN HSBC Securities Thames Exchange 10 Queen Street Place London EC4R 1BL
Bankers
National Westminster Bank Plc 1 Princes Street London EC2R 8PH
Registered office
62-63 Threadneedle Street London EC2R 8HE
Auditors
Deloitte & Touche Chartered Accountants and Registered Auditors Stonecutter Court 1 Stonecutter Street London EC4A 4TR
Registrars
Computershare Services PLC PO Box 82 Caxton House Redcliffe Way Bristol BS99 7NH
36 Intermediate Capital Group
Designed and produced by Addison. Printed in England by SynRG. Photography by Dodd Miller.
Intermediate Capital Group PLC
62-63 Threadneedle Street London EC2R 8HE Telephone 0171-628 9898 Facsimile 0171-628 2268
A Member of IMRO
Representative office
133 Boulevard Haussmann 75008 Paris
Telephone 00 331 4495 8686 Facsimile 00 331 4495 8687
|
1 | 60023959_b1 | 60023959 | further funding of £nil (1997 £3,185,000).
The group regularly enters into forward contracts for financial instruments which are used to hedge interest rate and foreign exchange risk in the normal course of business.
28 Contracts with substantial shareholders
The company has intermediate capital fund management contracts to manage funds totalling £50 million provided by the BT Pension Scheme and the Post Office Staff Superannuation Fund, whose investments are managed by Hermes Investment Management Limited. Mr R A Padgett, the Director of Corporate Finance of Hermes Investment Management Limited, is a non-executive director of the company. No other director has any material interests in contracts of significance.
29 Related party transactions
The company takes advantage of the exemption under FRS8 and does not report transactions or balances between group entities that have been eliminated on consolidation.There are no other related party transactions requiring disclosure under FRS8.
30 Principal subsidiary company
The principal subsidiary company is Intermediate Capital Investments Limited, a 100% owned company incorporated in the United Kingdom and registered in England and Wales, whose principal activity is that of an investment company.
34 Intermediate Capital Group
Notice of Meeting
Notice is hereby given that the Annual General Meeting of Intermediate Capital Group PLC will be held at 62-63Threadneedle Street, London EC2R 8HE on Monday, 18 May 1998 at 12 noon for the following purposes: 1 To receive and adopt the financial statements for the year ended 31 January 1998 together with the reports
of the directors and auditors thereon. 2 To declare a final dividend of 12.0p per ordinary share. 3 To reappoint Deloitte & Touche as auditors and determine their remuneration. 4 To re-elect as directors:
T H Bartlam E G Licoys R A Padgett P J Stone 5 To transact any other ordinary business of the company. By Order of the Board
J E Curtis
Secretary 3 April 1998
Notes:
1 A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote instead of him. A proxy need not be a member of the company. Proxy forms must be lodged with the Secretary not later than 48 hours before the time fixed for the meeting. 2 Copies of directors' service contracts are available for inspection during business hours at the company's registered office at 62-63 Threadneedle Street, London EC2R 8HE.
35 Intermediate Capital Group
Company Information
Financial advisers |
1 | 60024138_0 | 60024138 | Chelsfield plc
Report and Accounts 1997
Report and accounts 1997
Contents
Page
Chairman's statement
2
Financial highlights
6
Directors, officers and advisers
8
Directors' report
9
Corporate governance
13
Remuneration committee report
15
Directors' biographies
18
Reports of the auditors
20
Consolidated profit and loss account
21
Consolidated balance sheet
22
Company balance sheet
23
Statement of consolidated total recognised gains and losses
24
Note of consolidated historical cost profits and losses
24
Reconciliation of movements in consolidated shareholders' funds
24
Consolidated cash flow statement
25
Statement of accounting policies
26
Notes to the accounts
28
Principal subsidiary undertakings
42
Principal associated undertakings
43
Major properties
44
Summary of past results
46
Notice of Annual General Meeting
47
1 Chelsfield plc
Chairman's statement
I am pleased to report another year of sustained progress.
We were able to build upon the strong first half earnings performance to achieve a profit before tax for the full year of £24.6 million. This represents an increase of some 70 per cent over the comparable figure for 1996. Profits were buoyed by a particularly good contribution from associates which is reflected in materially higher results across the profit and loss account. Earnings per share were up almost 40 per cent to reach 8.1p, as against 5.8p in 1996. After accounting for the proposed increase in dividends, retained profit for 1997 was more than double that of the previous year at £10.5 million.
Shareholders' funds as at 31 December 1997 totalled almost £648 million which translates into net assets per ordinary share of 272p. The reported net assets per share represent an increase of over 20 per cent against the comparable figure as at 31 December 1996, which was itself an increase of more than 20 per cent over the year previous. The maximisation of long term asset growth for Chelsfield has always been the priority for the directors. It is especially encouraging that we have been able to maintain the level of reported net asset growth, notwithstanding our policy of accounting for |
1 | 60024138_1 | 60024138 | 's statement
I am pleased to report another year of sustained progress.
We were able to build upon the strong first half earnings performance to achieve a profit before tax for the full year of £24.6 million. This represents an increase of some 70 per cent over the comparable figure for 1996. Profits were buoyed by a particularly good contribution from associates which is reflected in materially higher results across the profit and loss account. Earnings per share were up almost 40 per cent to reach 8.1p, as against 5.8p in 1996. After accounting for the proposed increase in dividends, retained profit for 1997 was more than double that of the previous year at £10.5 million.
Shareholders' funds as at 31 December 1997 totalled almost £648 million which translates into net assets per ordinary share of 272p. The reported net assets per share represent an increase of over 20 per cent against the comparable figure as at 31 December 1996, which was itself an increase of more than 20 per cent over the year previous. The maximisation of long term asset growth for Chelsfield has always been the priority for the directors. It is especially encouraging that we have been able to maintain the level of reported net asset growth, notwithstanding our policy of accounting for a substantial proportion of the group's long term asset portfolio at cost. The asset profile within our business can be seen to have established secure foundations for future growth.
The growing investment value of Merry Hill continues to justify the decision to concentrate on a limited number of assets offering the opportunity to achieve above market returns. The polarisation in comparison shopping locations to which I have referred in previous statements has consolidated, with existing strong centres apparently continuing to attract the highest sales growth. The next cycle of rent reviews at Merry Hill commences toward the end of the current year, with a large number of leases falling due for review during the course of 1999. Our expectation, on the basis of established evidence and new lettings currently under negotiation, is that the current reference point for prime zone A space will be £185 per square foot. This compares with an equivalent figure of £145 per square foot included in my March 1997 statement. Settlements at the new level would take aggregate annual rents to approximately £30 million by the end of the next rent review cycle, which will be substantially complete within two years from the date of writing.
The investment carrying value of Merry Hill in the accounts is £429 million, which represents an approximate yield of 7 per cent against the £30 million aggregate rental |
1 | 60024138_2 | 60024138 | a substantial proportion of the group's long term asset portfolio at cost. The asset profile within our business can be seen to have established secure foundations for future growth.
The growing investment value of Merry Hill continues to justify the decision to concentrate on a limited number of assets offering the opportunity to achieve above market returns. The polarisation in comparison shopping locations to which I have referred in previous statements has consolidated, with existing strong centres apparently continuing to attract the highest sales growth. The next cycle of rent reviews at Merry Hill commences toward the end of the current year, with a large number of leases falling due for review during the course of 1999. Our expectation, on the basis of established evidence and new lettings currently under negotiation, is that the current reference point for prime zone A space will be £185 per square foot. This compares with an equivalent figure of £145 per square foot included in my March 1997 statement. Settlements at the new level would take aggregate annual rents to approximately £30 million by the end of the next rent review cycle, which will be substantially complete within two years from the date of writing.
The investment carrying value of Merry Hill in the accounts is £429 million, which represents an approximate yield of 7 per cent against the £30 million aggregate rental estimate. Separately acquired land interests beyond the boundaries of the original investment purchase are carried at a further £17 million, including development expenditure at the balance sheet date. The interests will comprise a total of 32 acres, including 10 acres fronting onto the canal running directly above the existing retail facilities. Major development works are already in progress to reroute the canal and strengthen its banks as part of the policy of promoting integration across Greater Brierley Hill. I reported at the interim stage that planning consent was granted in September 1997 for some 165,000 square feet of additional leisure and restaurant facilities and it is intended that the majority will be constructed along the new waterside environment. It is our intention to submit further leisure applications in due course.
Since the year end we have spent a further £18 million purchasing a number of retail and restaurant investments and the freehold of a further 47 acres of land within the proposed boundaries of Greater Brierley Hill. Dudley Council has resolved formally to undertake a review of the Unitary Development Plan for the Borough. The review will include designating Greater Brierley Hill as a principal town centre and will seek to establish a balanced framework for further expansion of retail and leisure facilities in the locality, consistent with the demands of the growing Borough as |
1 | 60024138_3 | 60024138 | estimate. Separately acquired land interests beyond the boundaries of the original investment purchase are carried at a further £17 million, including development expenditure at the balance sheet date. The interests will comprise a total of 32 acres, including 10 acres fronting onto the canal running directly above the existing retail facilities. Major development works are already in progress to reroute the canal and strengthen its banks as part of the policy of promoting integration across Greater Brierley Hill. I reported at the interim stage that planning consent was granted in September 1997 for some 165,000 square feet of additional leisure and restaurant facilities and it is intended that the majority will be constructed along the new waterside environment. It is our intention to submit further leisure applications in due course.
Since the year end we have spent a further £18 million purchasing a number of retail and restaurant investments and the freehold of a further 47 acres of land within the proposed boundaries of Greater Brierley Hill. Dudley Council has resolved formally to undertake a review of the Unitary Development Plan for the Borough. The review will include designating Greater Brierley Hill as a principal town centre and will seek to establish a balanced framework for further expansion of retail and leisure facilities in the locality, consistent with the demands of the growing Borough as a whole. Chelsfield's total land holdings within what will become the designated town centre area now amount to approximately 200 acres.
2
Chelsfield plc
The timetable for our White City project at Shepherds Bush in West London has been slowed by two factors. Firstly, extensive public consultations on initial designs were undertaken last autumn. A number of suggestions arising from that process are being incorporated and will contribute to the long term strength of the scheme. Secondly, we encountered unanticipated complications in obtaining certain final statutory confirmations relating to the proposed new all movements junction from the M41. The conditions relating to obtaining those confirmations have now been satisfied and we expect to be in a position to commence physical construction on the highway works in the autumn.
Chelsfield has completed a programme of additional land purchases in the immediate vicinity of the originally consented White City site, partly with a view to further improving public transport accessibility. Total amounts, including professional fees, expended on the project and accounted for in the balance sheet at 31 December 1997 were £63.3 million. We will be submitting, alongside the detailed design application for the project, proposals for a major public transport interchange adjoining Holland Park roundabout. The interchange carries the strong support, both of the |
1 | 60024138_b0 | 60024138 | requirements of, any regulatory authority in any territory or otherwise howsoever; or
47
Chelsfield plc
Notice of Annual General Meeting (continued)
(iii) otherwise than pursuant to (i) or (ii) above for cash up to an aggregate nominal amount equal to £2,386,129 (being 5 per cent of the issued ordinary share capital of the company at 31 December 1997),
save that the company may before the expiry of the power hereby conferred 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 offer or agreement as if the power conferred had not expired.
By order of the board
KA Cook Secretary
6 April 1998
Notes:
(i) A member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, to vote on his behalf. A proxy need not be a member of the company.
(ii) Proxy forms, to be valid, must be returned so as to be received by the company's registrars, Lloyds Bank Registrars, The Causeway, Worthing, West Sussex, BN99 6DB no later than 48 hours before the time of the meeting. Completion of a proxy form will not preclude attendance and voting at the meeting.
(iii) Pursuant to Regulation 34 of the Uncertificated Securities Regulations 1995, the company gives notice that only those shareholders registered in the register of members of the company at 6pm on Friday, 15 May 1998 will be entitled to attend or vote at the aforesaid meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after 6pm on Friday 15 May 1998 will be disregarded in determining the rights of any person to attend or vote at the meeting.
(iv) Particulars of the directors' transactions in the share capital of the company will be available for inspection at the registered office of the company during normal business hours on any weekday (Saturdays and public holidays excepted) up to and including the date of the meeting and at the place of the meeting and for fifteen minutes prior to the meeting and during the meeting. There are no directors' service contracts terminable on notice of one year or more.
48 Chelsfield plc
Printed by Royle Print Limited, London 14545
|
1 | 60024138_b1 | 60024138 | and expiring on whichever is the earlier of 15 months from the passing of this resolution and the date of the Annual General Meeting of the company to be held in 1999 to allot equity securities (as defined in section 94(2) of the Companies Act 1985) of the company pursuant to the authority conferred by resolution 6 above as if section 89(1) of the said Act did not apply to any such allotment; provided that this power shall be limited to the allotments of equity securities: (i) pursuant to the acceptance of any scrip dividend offer; or (ii) in connection with a rights issue, meaning for this purpose an offer of equity securities open for acceptance for a period fixed by the directors to holders of equity securities on the register on a fixed record date in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them or, in the case of other equity securities, in proportion to the number of ordinary shares into which they would convert, or on such other basis of allocation as the directors consider to be fair and reasonable, but subject to such exclusions or other arrangements as the directors may deem necessary or desirable to deal with fractional entitlements, record dates, or legal or practical problems under the laws of, or the requirements of, any regulatory authority in any territory or otherwise howsoever; or
47
Chelsfield plc
Notice of Annual General Meeting (continued)
(iii) otherwise than pursuant to (i) or (ii) above for cash up to an aggregate nominal amount equal to £2,386,129 (being 5 per cent of the issued ordinary share capital of the company at 31 December 1997),
save that the company may before the expiry of the power hereby conferred 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 offer or agreement as if the power conferred had not expired.
By order of the board
KA Cook Secretary
6 April 1998
Notes:
(i) A member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, to vote on his behalf. A proxy need not be a member of the company.
(ii) Proxy forms, to be valid, must be returned so as to be received by the company's registrars, Lloyds Bank Registrars, The Causeway, Worthing, West Sussex, |
1 | 60024166_0 | 60024166 | Taylor Woodrow plc
1997 ANNUAL REPORT
Strength through diversity The clear strategy, to improve
returns and grow our inter-related businesses, has produced another strong set of results. We believe that the diversity in our operations has been an important feature. While the housing business has powered ahead, the substantial property development and investment activities, the continued growth of Greenham Trading and a significantly better performance from construction have ably supported it. This strength through diversity gives us a range of growth opportunities for the future.
Registered office
Taylor Woodrow plc 4 Dunraven Street, London W1Y 3FG Telephone: 0171 629 1201 Fax: 0171 493 1066 Web site: www.taywood.co.uk Registered no. 296805
Taylor Woodrow plc Annual Report 1997
1 Building on success
2
2 Taylor Woodrow at a glance
4 Chairman and chief executive's statement
Operating and Financial Review
6 Housing 12 Property 15 Construction 18 Greenham Trading 20 Financial review
24 Teamwork 26 Directors and biographies
Directors' Report and Accounts
27 Report of the Directors 29 Corporate Governance 32 Report of the Remuneration Committee to Shareholders 36 Directors' Responsibilities for the Accounts 36 Report of the Auditors 37 Accounts and Notes
55 Major operating companies 56 Five year review IBC Shareholder information
Building on success
Over the last five years Taylor Woodrow's clear strategy has led to a steady improvement in its performance.
Profit before tax £million
Earnings per share pence
1
12.0 14.2
30.2 50.8
46.0 66.8 82.1
4.1 7.8 7.5
93
94
95
96
97
Dividends per share pence
93
94
95
96
97
Shareholders' funds per share pence
Taylor Woodrow plc Annual Report 1997
1.5
2.25 3.0 3.75 4.5 127.8 133.4 133.7 137.5 154.2
93
94
95
96
97
93
94
95
96
97
Taylor Woodrow at a glance
Taylor Woodrow produced |
1 | 60024166_1 | 60024166 | Committee to Shareholders 36 Directors' Responsibilities for the Accounts 36 Report of the Auditors 37 Accounts and Notes
55 Major operating companies 56 Five year review IBC Shareholder information
Building on success
Over the last five years Taylor Woodrow's clear strategy has led to a steady improvement in its performance.
Profit before tax £million
Earnings per share pence
1
12.0 14.2
30.2 50.8
46.0 66.8 82.1
4.1 7.8 7.5
93
94
95
96
97
Dividends per share pence
93
94
95
96
97
Shareholders' funds per share pence
Taylor Woodrow plc Annual Report 1997
1.5
2.25 3.0 3.75 4.5 127.8 133.4 133.7 137.5 154.2
93
94
95
96
97
93
94
95
96
97
Taylor Woodrow at a glance
Taylor Woodrow produced a strong performance in 1997. All four operating divisions reported an improvement in profits with housing being the star performer, supported by substantial property activity and the continued growth of Greenham Trading. Construction results showed a significant improvement over the previous year.
Taylor Woodrow plc Annual Report 1997
Group financial summary 2
Group turnover Group operating profit Profit before taxation Earnings per share Dividends per share Net debt (1996 as restated) Net gearing (1996 as restated) Shareholders' funds per share
Group profit by sector
1997
£1,295.7m £85.1m £82.1m 14.2p 4.5p £36.8m 6.0% 154.2p
1996
£1,189.7m £73.3m £66.8m 12.0p 3.75p £57.4m 10.6% 137.5p
£40.8m
£32.8m
£19.7m £21.4m
£0.1m £5.3m £7.6m £8.3m £6.6m £6.3m
Housing 96 |
1 | 60024166_2 | 60024166 | a strong performance in 1997. All four operating divisions reported an improvement in profits with housing being the star performer, supported by substantial property activity and the continued growth of Greenham Trading. Construction results showed a significant improvement over the previous year.
Taylor Woodrow plc Annual Report 1997
Group financial summary 2
Group turnover Group operating profit Profit before taxation Earnings per share Dividends per share Net debt (1996 as restated) Net gearing (1996 as restated) Shareholders' funds per share
Group profit by sector
1997
£1,295.7m £85.1m £82.1m 14.2p 4.5p £36.8m 6.0% 154.2p
1996
£1,189.7m £73.3m £66.8m 12.0p 3.75p £57.4m 10.6% 137.5p
£40.8m
£32.8m
£19.7m £21.4m
£0.1m £5.3m £7.6m £8.3m £6.6m £6.3m
Housing 96 97
Property 96 97
Construction 96 97
Greenham Trading
96 97
Other 96 97
Taylor Woodrow plc Annual Report 1997
2,769 3,314 3,179 3,957 4,333
Housing
Taylor Woodrow has a substantial international housing business in the USA, Canada, UK, Australia and mainland Europe. This geographically-balanced approach to housebuilding and land development avoids over-dependence on one market and has served the Group well with housing being the largest contributor to Group profits.
Countries of operation: USA, Canada, United Kingdom, Australia, Spain and Gibraltar
Worldwide completions
93
94
95
96
97
Property
3
Property development and investment activities are concentrated in the UK and Canada. Taylor Woodrow's substantial investment property portfolio includes retail, office and industrial assets. This provides a strong rental stream which is supplemented by an active programme of development projects.
Investment and development properties
Developments (net book value) £81.0m
Rest of World £7.7m Canada £64.2m
UK Industrial £68.0m
|
1 | 60024166_3 | 60024166 | 97
Property 96 97
Construction 96 97
Greenham Trading
96 97
Other 96 97
Taylor Woodrow plc Annual Report 1997
2,769 3,314 3,179 3,957 4,333
Housing
Taylor Woodrow has a substantial international housing business in the USA, Canada, UK, Australia and mainland Europe. This geographically-balanced approach to housebuilding and land development avoids over-dependence on one market and has served the Group well with housing being the largest contributor to Group profits.
Countries of operation: USA, Canada, United Kingdom, Australia, Spain and Gibraltar
Worldwide completions
93
94
95
96
97
Property
3
Property development and investment activities are concentrated in the UK and Canada. Taylor Woodrow's substantial investment property portfolio includes retail, office and industrial assets. This provides a strong rental stream which is supplemented by an active programme of development projects.
Investment and development properties
Developments (net book value) £81.0m
Rest of World £7.7m Canada £64.2m
UK Industrial £68.0m
Countries of operation: United Kingdom and Canada
UK Office £171.4m
Investment Property (valuation) £387.6m
UK Retail £76.3m
Construction
Taylor Woodrow provides high-quality construction solutions to a range of customers worldwide. The operation is organised into five principal divisions: Africa, Asia Pacific, Europe (Building), Europe (Civils) and Engineering.
Countries of operation: United Kingdom, Malaysia, Hong Kong, South Korea, Indonesia, Vietnam, Saudi Arabia, Oman, Qatar, Ghana, South Africa, Russia, Zimbabwe, China, Singapore, Kuwait, Australia, Greece and Turkey
Turnover by division
Engineering £88.4m
Europe (Civils) £123.5m Total
£579.3m
Africa £27.7m Asia Pacific £111.5m
Europe (Building) £228.2m
£84m £97m £113m £129m £135m
Greenham Trading
Greenham Trading is a substantial and growing element of the Group's business. Through a unique network of 19 branches in the UK and outlets in Denmark, Ireland and Germany, Greenham Trading supplies |
1 | 60024166_b0 | 60024166 | Hoare Govett Corporate Finance Limited, the company's stockbroker. Details may be obtained from the registrar or from Hoare
Final dividend payment date 1 July 1998. Shareholder Facilities Dividend Mandates
Govett Corporate Finance Limited, 4 Broadgate, London, EC2M 7LE. Telephone: 0171 601 0101.
Taylor Woodrow Share Price
The company encourages shareholders to receive their cash dividends by direct transfer to a bank or building society account. For more information please contact the registrar.
Information on the price of the company's shares is printed in most daily newspapers and appears on Ceefax page 223 and Teletext page 537. It will also be freely available on the company's internet
Dividend Re-investment Plan
Although the former Scrip Dividend Arrangements have been discontinued until further notice, the company does now offer a Dividend Reinvestment Plan. This allows shareholders to invest their cash dividend in purchasing shares of the company on the market. Further details of the plan are contained in the circular to shareholders.
web site http://www.taywood.co.uk or may be obtained by telephoning the Financial Times Cityline Service, telephone 0336 434177 (calls cost 50p per minute).
Stockbrokers
Hoare Govett Corporate Finance Limited James Capel & Co. Limited
Taylor Woodrow and `CREST'
Registrar
Taylor Woodrow's listed securities were admitted to the `CREST' system of the London Stock Exchange on 17 February 1997. The holding and trading of securities under the `CREST' uncertificated arrangements is considered appropriate for major holders and those who are accustomed to buy and sell securities on a regular basis. Holders who deal infrequently may prefer to continue to hold and trade their shares in certificated form and the company will continue to offer this facility for the time being.
For enquiries concerning your holdings in the company's shares or details of shareholder services, please contact:
Mr David A Storrie, Registrar, Taylor Woodrow plc, Taywood House, 345 Ruislip Road, Southall, Middlesex, UB1 2QX.
Telephone: 0181 575 4668 Fax: 0181 575 4039.
E-mail: david.storrie@taywood.co.uk
|
1 | 60024166_b1 | 60024166 | Telford Theatre at One Great George Street, Westminster, London, SW1P 3AA.
Plan (PEP), managed by Bradford & Bingley (PEPs) Limited, is available for investment in shares of the company. Details may be obtained
Notice of the annual general meeting and details of the business of the meeting are contained in a separate circular to shareholders.
Interim Results
from the registrar or from Bradford & Bingley (PEPs) Limited at PO Box 50, Main Street, Bingley, West Yorkshire, BD16 2LW. Telephone: 01274 555677.
To be announced in September 1998.
Low-Cost Share Dealing Service
Taylor Woodrow plc Annual Report 1997
Dividend
59
Final dividend (subject to shareholders' approval
at the annual general meeting):
Shares quoted ex-dividend on Stock Market 30 March 1998.
Record date for final dividend entitlement 3 April 1998.
The company has arranged a low-cost share dealing service which enables investors to buy or sell shareholdings in the company in a simple, economic manner. Transactions are executed and settled by Pershing Securities Limited in association with Hoare Govett Corporate Finance Limited, the company's stockbroker. Details may be obtained from the registrar or from Hoare
Final dividend payment date 1 July 1998. Shareholder Facilities Dividend Mandates
Govett Corporate Finance Limited, 4 Broadgate, London, EC2M 7LE. Telephone: 0171 601 0101.
Taylor Woodrow Share Price
The company encourages shareholders to receive their cash dividends by direct transfer to a bank or building society account. For more information please contact the registrar.
Information on the price of the company's shares is printed in most daily newspapers and appears on Ceefax page 223 and Teletext page 537. It will also be freely available on the company's internet
Dividend Re-investment Plan
Although the former Scrip Dividend Arrangements have been discontinued until further notice, the company does now offer a Dividend Reinvestment Plan. This allows shareholders to invest their cash dividend in purchasing shares of the company on the market. Further details of the plan are contained in the circular to shareholders.
web site http://www.taywood.co.uk or may be obtained by telephoning the Financial Times |
1 | 60024314_0 | 60024314 | Annual Report 1997
ISS The Service Enterprise
Contents
1
ISS in Brief
2
Board of Directors
3
Group Management
4
Report to Shareholders
12
Business Concept
18
ISS Scandinavia
26
ISS Europe
34
ISS Asia
38
ISS Brazil
41
Shareholder Relations
46
Accounting Policies
49
Consolidated Profit and Loss Accounts
50
Consolidated Balance Sheets
52
Consolidated Statements of Cash Flows
53
Notes to the Consolidated Financial Statements
63
Profit and Loss Account of the Parent Company
64
Balance Sheets of the Parent Company
66
Notes to the Financial Statements of the Parent Company
70
Group Financial Highlights and Key Figures
71
Key Figures Definitions
72
ISS Subsidiaries and Associated Companies
Financial Calendar 1998/99 The 1998 annual general meeting
at Falconer Center, Falkoner Allé 9, 1908 Frederiksberg C, Denmark The semi-annual report for 1998 The financial report for 1998 The 1999 annual general meeting
Friday 17 April at 5pm
Thursday 20 August 1998 early March 1999 early April 1999
Forward-looking Statements This annual report contains "forward-looking statements" within the meaning of US Private Securities Litigation Reform Act of 1995. In particular, statements contained herein regarding expectations to future sales, operating efficiencies and business expansion, are subject to risks and uncertainties, many of which are beyond the control of ISS, that may cause actual results, performance or achievements to differ materially from the expectations. Factors that might affect such forward-looking statements include, among others, overall economic and business conditions, fluctuations in foreign currencies, the demand for ISS's services, competitive factors in the industry and uncertainties concerning possible acquisitions and divestments.
Our Mission
to manage and deliver ranges of high quality services which add value for our customers and meet the need for clean, healthy, efficient and comfortable environments for people at work and at leisure
Our Vision
to be the leading and most innovative international service enterprise
Our Values
to deliver quality in all we do, to pursue constant innovation in our service development and methods, to give our employees latitude to develop their competences fully, and to ensure accountability towards our customers |
1 | 60024314_1 | 60024314 | for 1998 The financial report for 1998 The 1999 annual general meeting
Friday 17 April at 5pm
Thursday 20 August 1998 early March 1999 early April 1999
Forward-looking Statements This annual report contains "forward-looking statements" within the meaning of US Private Securities Litigation Reform Act of 1995. In particular, statements contained herein regarding expectations to future sales, operating efficiencies and business expansion, are subject to risks and uncertainties, many of which are beyond the control of ISS, that may cause actual results, performance or achievements to differ materially from the expectations. Factors that might affect such forward-looking statements include, among others, overall economic and business conditions, fluctuations in foreign currencies, the demand for ISS's services, competitive factors in the industry and uncertainties concerning possible acquisitions and divestments.
Our Mission
to manage and deliver ranges of high quality services which add value for our customers and meet the need for clean, healthy, efficient and comfortable environments for people at work and at leisure
Our Vision
to be the leading and most innovative international service enterprise
Our Values
to deliver quality in all we do, to pursue constant innovation in our service development and methods, to give our employees latitude to develop their competences fully, and to ensure accountability towards our customers, employees, shareholders and the wider community
In 1997, ISS launched its strategic vision for the next five years. This vision - aim2002 - sets the challenge of systematically transforming our Group from the world's largest cleaning company into the Leading and Most Innovative International Service Enterprise.
Our vision for this transformation of ISS from a product-driven company into a service-driven enterprise does not represent a revolution. It is an evolution whose three pillars - ambition, innovation and motivation - are intimately linked with the common interests of our shareholders, customers and employees, who together form our virtuous circle.
Our bold ambition for the structure and financial performance of the Group serves to ensure that ISS will remain attractive to shareholders.
And motivation is the crucial ingredient that enables our employees to develop the competences to deliver consistently the high standards of service quality expected by demanding customers.
For our shareholders we have set out very straightforward financial goals. The aim is to achieve double-digit growth in turnover, with cash earnings per share and the operating result growing by an average annual rate of 15% or more over the five years to 2002. The aim is also to have 80% of our workforce working full-time and 80% of our turnover derived from special services and multi-service solutions |
1 | 60024314_2 | 60024314 | , employees, shareholders and the wider community
In 1997, ISS launched its strategic vision for the next five years. This vision - aim2002 - sets the challenge of systematically transforming our Group from the world's largest cleaning company into the Leading and Most Innovative International Service Enterprise.
Our vision for this transformation of ISS from a product-driven company into a service-driven enterprise does not represent a revolution. It is an evolution whose three pillars - ambition, innovation and motivation - are intimately linked with the common interests of our shareholders, customers and employees, who together form our virtuous circle.
Our bold ambition for the structure and financial performance of the Group serves to ensure that ISS will remain attractive to shareholders.
And motivation is the crucial ingredient that enables our employees to develop the competences to deliver consistently the high standards of service quality expected by demanding customers.
For our shareholders we have set out very straightforward financial goals. The aim is to achieve double-digit growth in turnover, with cash earnings per share and the operating result growing by an average annual rate of 15% or more over the five years to 2002. The aim is also to have 80% of our workforce working full-time and 80% of our turnover derived from special services and multi-service solutions. Demanding targets are also being set for both customer and employee satisfaction.
We see these forces driving our transformation into ISS - The Service Enterprise.
With innovation as an integral and dynamic feature of all ISS activity, we intend to win and retain customers and integrate our activities ever more closely with them.
Custom Motivation
mbition ployee
Sh
er
Em
A
areholder
Innovation
ISS in Brief
Key figures 1997
Amounts in DKKm, except per share
Turnover Operating profit before write-down of
buildings and other income and expenses Operating profit Profit from ordinary operations Net profit Equity
Earnings per share Cash earnings per share
Number of employees
1997
11,782
639 624 423 451 1,294
8.29 11.96
106,600
Main events in 1997
ISS Group produces record profit.
ISS launches aim2002, a strategic vision for transforming the Group over the next five years.
ISS completes the sale of its US subsidiary. Delists from the New York Stock Exchange.
Sven Ipsen, Managing Director, ISS Scandinavia, appointed Group Deputy Chief Executive. Stuart Graham, |
1 | 60024314_3 | 60024314 | . Demanding targets are also being set for both customer and employee satisfaction.
We see these forces driving our transformation into ISS - The Service Enterprise.
With innovation as an integral and dynamic feature of all ISS activity, we intend to win and retain customers and integrate our activities ever more closely with them.
Custom Motivation
mbition ployee
Sh
er
Em
A
areholder
Innovation
ISS in Brief
Key figures 1997
Amounts in DKKm, except per share
Turnover Operating profit before write-down of
buildings and other income and expenses Operating profit Profit from ordinary operations Net profit Equity
Earnings per share Cash earnings per share
Number of employees
1997
11,782
639 624 423 451 1,294
8.29 11.96
106,600
Main events in 1997
ISS Group produces record profit.
ISS launches aim2002, a strategic vision for transforming the Group over the next five years.
ISS completes the sale of its US subsidiary. Delists from the New York Stock Exchange.
Sven Ipsen, Managing Director, ISS Scandinavia, appointed Group Deputy Chief Executive. Stuart Graham, Managing Director, ISS Asia, joins Board of Management. Eric Søe Rylberg appointed Group Chief Financial Officer.
ISS makes 13 small acquisitions, divests supply house businesses, sells Group Head Office and ISS University Hotel.
ISS enters Poland, extends elderly care to Finland, secures a pioneering junior care contract in Denmark, wins major contract with Disneyland, France and enters Thai hospital cleaning market.
Turnover 1992-1997 Amounts in DKK billion 12
10
8
6
4
2
0 92 93 94 95 96 97
Operating profit*) 1992-1997 Amounts in DKKm 700
600
500
400
300
200
100
0 92 93 94 95 96 97
*) Before write-down of buildings and other income and expenses
Operating profit margin*) 1992-1997
6
5.4
5.2
5
4.9 5.0
4.5 4.4
4
3
2
1
0 92 93 94 95 96 97
*) Before write-down of buildings and other income and expenses
Board of Directors
Arne Madsen (64) Chairman; Member of |
1 | 60024314_b0 | 60024314 | new local service capability is required.
The current geographical availability of specific ISS services is shown in the matrix below.
Cleaning and maintenance
Transport and terminal services
Landscape services
© 1998 ISS-International Service System A/S Design and production: Designgrafik, Copenhagen Photography: Dennis Rosenfeldt Prepress: Dansk Kliché Printing: Saloprint a.s. Printed on paper free from chlorine
Cleanroom cleaning
Healthcare services
Food hygiene services
Pest control services
After-damage services
Care services
Catering services
Industrial services
Computer cleaning
ISS International Head Office
ISS-International Service System A/S
Bredgade 30
DK-1260 Copenhagen K
Denmark
Telephone:
+45 38 17 00 00
Fax:
+45 38 17 00 11
Internet:
http://www.iss-group.com
A/S Reg. No.: 37.702
ISS Scandinavia
ISS Scandinavia A/S
Rentemestervej 62
DK-2400 Copenhagen NV
Denmark
Telephone:
+45 38 17 17 17
Fax:
+45 38 33 23 11
ISS Europe
ISS Europe N.V.
I. Meyskensstraat 224
B-1780 Wemmel
Belgium
Telephone:
+32 2 456 0560
Fax:
+32 2 456 0589
ISS Asia
ISS Asia Sdn. Bhd.
19A-27-2, level 27, UOA Centre
19 Jalan Pinang
50450 Kuala Lumpur
Malaysia
Telephone:
+60 3 264 8389
Fax:
+60 3 264 8386
ISS Brazil
ISS Sulamericana Commercial Ltda.
Estrada da Ressaca, 960
Caixa Postal 29
CEP; 06844 - 900 - Embu - SP
São Paulo
Brazil
Telephone:
+55 11 7961 6355
Fax:
+55 11 494 5836
ISS The Service Enterprise
|
1 | 60024314_b1 | 60024314 | +45 33 44 03 76 +45 33 17 74 22 +45 33 13 19 70 +45 33 41 82 00 +45 89 22 49 17 +45 96 26 28 49 +45 33 42 18 85
Stockholm
SBC Warburg
Frans Høyer
H. Lundén Fondkommission Christer Jönsson
+46 8 453 7383 +46 8 611 2100
London Cazenove & Co. Dresdner Kleinwort Benson Cheuvreux de Virieu Nordic Merrill Lynch & Co.
Charles Evans Lombe Peter Lawrence Jeff Saul Andreas Tholstrup
+44 171 588 2828 +44 171 956 7139 +44 171 621 5177 +44 171 772 2485
ISS Group Services
ISS's operating companies provide general cleaning, special cleaning, specialised services and multi-service solutions for commercial companies and public sector organisations in 29 countries in Europe, Asia and Latin America.
The range of services available in any one country varies, according to local demand and the immediate capacity of the local ISS organisation. All ISS companies are, however, able to draw on know-how and expertise throughout the Group when new local service capability is required.
The current geographical availability of specific ISS services is shown in the matrix below.
Cleaning and maintenance
Transport and terminal services
Landscape services
© 1998 ISS-International Service System A/S Design and production: Designgrafik, Copenhagen Photography: Dennis Rosenfeldt Prepress: Dansk Kliché Printing: Saloprint a.s. Printed on paper free from chlorine
Cleanroom cleaning
Healthcare services
Food hygiene services
Pest control services
After-damage services
Care services
Catering services
Industrial services
Computer cleaning
ISS International Head Office
ISS-International Service System A/S
Bredgade 30
DK-1260 Copenhagen K
Denmark
Telephone:
+45 38 17 00 00
Fax:
+45 38 17 00 11
Internet:
http://www.iss-group.com
A/S Reg. No.: 37.702
ISS Scandinavia
ISS Scandinavia A/S
Rentemestervej 62
DK-2400 Copenhagen NV
|
1 | 60024315_0 | 60024315 | John Laing plc Page Street Mill Hill London NW7 2ER England
John Laing plc
Annual Report 1997
John Laing plc Annual Report 1997
A five-bedroom detached Waverley type house at West Byfleet.
Contents
1 Strategy statement 2 Chairman's statement 4 Board of Directors 6 Construction 10 Homes 14 Property 16 Investments 18 Community involvement 20 Environment 21 Operating and financial review 27 Directors' report
29 Report of the Remuneration Committee
33 Corporate governance 34 Statement of Directors'
responsibilities 35 Auditors' report 36 Group profit and loss account 37 Group statement of total recognised
gains and losses 37 Group statement of historical
cost profits and losses
38 Group balance sheet 39 Company balance sheet 40 Group cash flow 41 Notes to the accounts 56 Principle subsidiaries, associated
undertakings, joint ventures and investments 58 Notice of meeting 59 Five year review 60 Financial calendar and advisers
Financial highlights
Turnover Profit before taxation Shareholders' funds Cash and cash equivalents net of borrowings Earnings per Share Dividends per share Net assets per equity share
1997
£ million 1,461.4
£ million
32.2
£ million 214.3
£ million
26.3
pence
25.7
pence
10.5
pence
191
1996 1,254.9
24.5 198.5
74.6 17.7
9.5 175
Profit before taxation 32.2
24.5 20.1
Earnings per Share 25.7
17.7 13.5
Dividends per share
10.5 9.5 9.0
95 96 97
95 96 97
95 96 97
John Laing plc
Over the past 150 years, the John Laing Group has gained an internationally-recognised track record of success in construction, engineering and housebuilding and as a developer and investor in property and infrastructure. Laing's mission is to be a leader in delivering total solutions to accommodation and infrastructure needs. In a spirit of partnership, Laing will provide a high and dependable level of service and value to customers, at the same time generating commensurate rewards for shareholders, employees and other business associates. This will be achieved through excellence, innovation and continuous improvement across all activities, with a particular emphasis on quality |
1 | 60024315_1 | 60024315 | 3
£ million
26.3
pence
25.7
pence
10.5
pence
191
1996 1,254.9
24.5 198.5
74.6 17.7
9.5 175
Profit before taxation 32.2
24.5 20.1
Earnings per Share 25.7
17.7 13.5
Dividends per share
10.5 9.5 9.0
95 96 97
95 96 97
95 96 97
John Laing plc
Over the past 150 years, the John Laing Group has gained an internationally-recognised track record of success in construction, engineering and housebuilding and as a developer and investor in property and infrastructure. Laing's mission is to be a leader in delivering total solutions to accommodation and infrastructure needs. In a spirit of partnership, Laing will provide a high and dependable level of service and value to customers, at the same time generating commensurate rewards for shareholders, employees and other business associates. This will be achieved through excellence, innovation and continuous improvement across all activities, with a particular emphasis on quality, reliability, safety and a sensitivity towards the environment.
1
John Laing plc
John Laing plc John Laing plc
Chairman's statement
1998 is a notable year in our history because we celebrate change with even more construction work being secured
our 150th anniversary. We are proud of the achievements
through a partnering approach.
over these years and we are determined to build on
that success.
Among the highlights of the year were:
· the timely completion of the Convention and Exhibition
1997 has seen a further improvement in the results achieved
Centre in Hong Kong - a project that was managed in joint
by the Group. Turnover was £1,461.4 million (1996 - £1,254.9
venture and was completed on time for the hand-
million) and profit before taxation was £32.2 million (1996 -
over ceremony
£24.5 million) - an increase of 31%. The Board is recommending · the signing of the contract, at a value of £100 million,
a final dividend of 7.0 pence (1996 - 6.5 pence) |
1 | 60024315_2 | 60024315 | , reliability, safety and a sensitivity towards the environment.
1
John Laing plc
John Laing plc John Laing plc
Chairman's statement
1998 is a notable year in our history because we celebrate change with even more construction work being secured
our 150th anniversary. We are proud of the achievements
through a partnering approach.
over these years and we are determined to build on
that success.
Among the highlights of the year were:
· the timely completion of the Convention and Exhibition
1997 has seen a further improvement in the results achieved
Centre in Hong Kong - a project that was managed in joint
by the Group. Turnover was £1,461.4 million (1996 - £1,254.9
venture and was completed on time for the hand-
million) and profit before taxation was £32.2 million (1996 -
over ceremony
£24.5 million) - an increase of 31%. The Board is recommending · the signing of the contract, at a value of £100 million,
a final dividend of 7.0 pence (1996 - 6.5 pence) which includes
for the Millennium Stadium at Cardiff Arms Park -
0.25 pence as a special payment to mark the 150th anniversary.
where good progress is being made on construction
This gives a total of 10.5 pence for the year (1996 - 9.5 pence). · the securing of a prestigious construction industry award for
The dividend is covered 2.4 times (1996 - 1.9 times) by Earnings the information technology system at the £80 million
per Share of 25.7 pence (1996 - 17.7 pence).
Heathrow Express project for BAA which is due to open
The net cash balance at 31 December 1997 was £26.3
later this year
million (1996 - £74.6 million). The outflow of cash in the year · the securing, in joint venture, of the construction management
arose partly in Construction and, partly, in Homes, where more contract for the dome at The Millennium Experience at
land was acquired to support the sales of the larger houses
Greenwich with a project value of £200 million, and
that are contributing to the improvement in results. Although |
1 | 60024315_3 | 60024315 | which includes
for the Millennium Stadium at Cardiff Arms Park -
0.25 pence as a special payment to mark the 150th anniversary.
where good progress is being made on construction
This gives a total of 10.5 pence for the year (1996 - 9.5 pence). · the securing of a prestigious construction industry award for
The dividend is covered 2.4 times (1996 - 1.9 times) by Earnings the information technology system at the £80 million
per Share of 25.7 pence (1996 - 17.7 pence).
Heathrow Express project for BAA which is due to open
The net cash balance at 31 December 1997 was £26.3
later this year
million (1996 - £74.6 million). The outflow of cash in the year · the securing, in joint venture, of the construction management
arose partly in Construction and, partly, in Homes, where more contract for the dome at The Millennium Experience at
land was acquired to support the sales of the larger houses
Greenwich with a project value of £200 million, and
that are contributing to the improvement in results. Although · the signing of partnering agreements with several major
an operating cash outflow is expected in the first half of
UK companies - in furtherance of our strategy of targeting
1998 as a result of the seasonal increase in the land bank
partnership opportunities with prestigious clients.
of Homes UK, this will be largely balanced by the cash
inflow from the USA.
The pursuit of a settlement on the disputed valuation of the
I advised you last year that good progress was being
M25 Junctions 7 and 8 road widening contract is being
made towards achieving the goal of an Initial Public Offering progressed in accordance with the formal contractual procedure
of our business operations in the US. I am announcing today and our confidence in a satisfactory resolution is undiminished.
that we have reached agreement for the merger of our US
The crisis that began in the financial markets of Asia is
activities with those of Watt Residential Partners, conditional spreading to the real economy there and, as the urgent need
only on the arrangement of interim financing, which is
for economic restructuring is addressed, tumbling growth rates
expected shortly. We will then be invested in an entity |
1 | 60024315_b0 | 60024315 | .2 26.1
214.3 26.3
2.2 15.0 3,707
4,093 4,593 8,686
25.7 10.5
2.4
1996
1,254.9 24.5 18.7
198.5 74.6
1995
1,206.4 20.1 14.8
192.3 62.3
1994
1,171.7 23.8 17.9
185.4 72.8
1993
1,263.9 18.3 14.8
179.4 45.8
2.0 12.3
2,919
1.7 10.5
2,386
2.0 12.8
2,808
1.4 10.2
2,128
4,065 4,328 8,393
17.7 9.5 1.9
3,990 4,435 8,425
13.5 9.0 1.5
4,060 4,415 8,475
17.0 9.0 1.9
4,300 4,650 8,950
15.0 9.0 1.7
John Laing plc
59
Financial calendar
Announcement of results Half year results 1998 Results for the year 1998 Issue of 1998 report and accounts Dividend payments Final 1997 Interim 1998 Final 1998 Annual General Meeting
September 1998 March 1999 April 1999
July 1998 November 1998
July 1999 May 1998
John Laing plc
Principal Bankers Clydesdale Bank plc 12 Bank Street Carlisle CA3 8HD
National Westminster Bank plc Milton Keynes Business Centre 501 Silbury Boulevard Saxon Gate East Milton Keynes MK9 3ER
Barclays Bank plc Edgware Business Centre 126 Station Road Edgware Middlesex HA8 7RY
60
Auditor KPMG Audit Plc Chartered Accountants 8 Salisbury Square London EC4Y 8BB
Registrars Independent Registrars Group plc Bourne House 34 Beckenham Road Beckenham Kent BR3 4TU
John Laing plc Registered No 1345670 Registered Office 133 Page Street London NW7 2ER Telephone 0181 959 3636
Designed and produced by Michael Peters Literature
|
1 | 60024315_b1 | 60024315 | speak, but not vote, at the Meeting. Holders of 6.4% Convertible Cumulative Preference Shares are reminded that, under the Articles, they are entitled to receive notice of the Meeting but are not, except in the certain circumstances set out in the Articles, entitled to attend, or to speak or to vote at, the Meeting. 2 Subject to sanction by the Meeting, the dividends will be paid on 3 July 1998 to Shareholders on the register at close of business on 3 April 1998.
58
John Laing plc
Five year review
Turnover
£ million
Profit before taxation
£ million
Profit attributable to shareholders
£ million
Shareholders' funds
£ million
Cash net of borrowings
£ million
Profit before taxation as % of
turnover
%
shareholders' funds
%
Profit before taxation per employee
£
Average number of employees staff operatives total
Earnings per Share
pence
Dividends per Share
pence
Dividend cover
times
1997
1,461.4 32.2 26.1
214.3 26.3
2.2 15.0 3,707
4,093 4,593 8,686
25.7 10.5
2.4
1996
1,254.9 24.5 18.7
198.5 74.6
1995
1,206.4 20.1 14.8
192.3 62.3
1994
1,171.7 23.8 17.9
185.4 72.8
1993
1,263.9 18.3 14.8
179.4 45.8
2.0 12.3
2,919
1.7 10.5
2,386
2.0 12.8
2,808
1.4 10.2
2,128
4,065 4,328 8,393
17.7 9.5 1.9
3,990 4,435 8,425
13.5 9.0 1.5
4,060 4,415 8,475
17.0 9.0 1.9
4,300 4,650 8, |
1 | 60025206_0 | 60025206 | 1
Annual Report 1997
2
Annual General Meeting The Annual General Meeting will be held on Wednesday, 25 March 1998, at 4 p.m. at the Instrumentarium Corporation Head Offices in Helsinki, Finland. Advance notification of attendance must be received by 4 p.m., 23 March 1998.
Financial Information
Instrumentarium Corporation will publish
two interim reports for the year 1998. The
January - April results will be published on 5
June 1998 and the January - August results
on 8 October 1998. Preliminary results for
the the year 1998 will be published in Febru-
ary 1999. Printed financial information can
be ordered by writing to the address:
Instrumentarium Corp., Investor Relations,
P.O.Box 100,
FIN-00031 INSTRUMENTARIUM
Telephone:
+358 9 394 1401
Telefax: +358 9 146 4172
Internet:
hannele.sosimaki@instrumentarium.fi
U.S. Depositary Morgan Guaranty Trust Company of New York ADR Administration 60 Wall Street New York, NY 10260-0060 Telephone (212) 648-3217 Fax (212) 648-5104
Contents
Instrumentarium in Brief
4
Business Segments
5
Chief Executive's Review
6
Anaesthesia and Critical Care Equipment
9
Medical Equipment and Supplies
15
Optical Retail Board of Directors' Report
19
3
20
Proposal for the Distribution of Profits
25
Shares and Shareholders
26
Income Statement
30
Statement of Cashflows
31
Balance Sheet
32
Notes to the Financial Statements
34
Five Years in Review
46
Calculation Principles of Financial Ratios
47
Auditors' Report
48
Statement by the Supervisory Board
48
Administration and Auditors
49
Finnish and U.S. GAAP Differences
50
Addresses
53
Instrumentarium in Brief
Instrumentarium is an international healthcare company concentrating on selected fields of medical technology manufacturing, marketing and distribution. The |
1 | 60025206_1 | 60025206 | 60-0060 Telephone (212) 648-3217 Fax (212) 648-5104
Contents
Instrumentarium in Brief
4
Business Segments
5
Chief Executive's Review
6
Anaesthesia and Critical Care Equipment
9
Medical Equipment and Supplies
15
Optical Retail Board of Directors' Report
19
3
20
Proposal for the Distribution of Profits
25
Shares and Shareholders
26
Income Statement
30
Statement of Cashflows
31
Balance Sheet
32
Notes to the Financial Statements
34
Five Years in Review
46
Calculation Principles of Financial Ratios
47
Auditors' Report
48
Statement by the Supervisory Board
48
Administration and Auditors
49
Finnish and U.S. GAAP Differences
50
Addresses
53
Instrumentarium in Brief
Instrumentarium is an international healthcare company concentrating on selected fields of medical technology manufacturing, marketing and distribution. The Company is also involved in optical retailing in Finland and its neighbouring countries. Instrumentarium's core business is anaesthesia and critical care, in which it is committed to gaining global leadership.
FIM million
1997
1996 +/- %
Net sales
2,720.2 2,335.5 16.5
Foreign sales
1,570.7 1,328.1 18.3
Operating profit
314.0 232.0 35.3
Profit before extraordinary items, reserves and taxes
340.8 273.3 24.7
Profit before extraordinary items and reserves, after taxes 246.0 200.4 22.8
Shareholders' equity
4
Balance sheet total
1,910.6 1,732.3 10.3 2,752.3 2,459.7 11.9
Return on investment, %
17.8
15.6
Equity ratio, %
70.7
71.7
Earnings per share, FIM Dividend per share, FIM
12.21 xxx*
9.88 23 |
1 | 60025206_2 | 60025206 | Company is also involved in optical retailing in Finland and its neighbouring countries. Instrumentarium's core business is anaesthesia and critical care, in which it is committed to gaining global leadership.
FIM million
1997
1996 +/- %
Net sales
2,720.2 2,335.5 16.5
Foreign sales
1,570.7 1,328.1 18.3
Operating profit
314.0 232.0 35.3
Profit before extraordinary items, reserves and taxes
340.8 273.3 24.7
Profit before extraordinary items and reserves, after taxes 246.0 200.4 22.8
Shareholders' equity
4
Balance sheet total
1,910.6 1,732.3 10.3 2,752.3 2,459.7 11.9
Return on investment, %
17.8
15.6
Equity ratio, %
70.7
71.7
Earnings per share, FIM Dividend per share, FIM
12.21 xxx*
9.88 23.4 3.50 xxx
Average number of employees
2,753 2,633 4.6
* Proposed by the Board of Directors.
Net sales, FIM million
3,000
2,500
2,000
1,500
1,000
500
0 93 94 95 96 97 Finland Foreign sales
Operating profit, FIM million
350 300 250 200 150 100 50
0 93 94 95 96 97
Net sales by business segment, %
Anaesthesia and Critical Care Equipment
36 %
Medical Equipment and Supplies 24 %
Optical Retail
18 %
Others
22 %
Business Segments
Anaesthesia and Medical Equipment and Supplies
Critical Care
Equipment
Diagnostic Imaging
Instrumentarium Imaging develops, manufactures
Datex-Engstrom and markets worldwide specialised X-ray
offers the world's equipment for medical and dental imaging.
healthcare providers products and services for
safe, efficient and economical anaesthesia and
Medical
critical care processes. Its product range consists Furniture
of anaesthesia and |
1 | 60025206_3 | 60025206 | .4 3.50 xxx
Average number of employees
2,753 2,633 4.6
* Proposed by the Board of Directors.
Net sales, FIM million
3,000
2,500
2,000
1,500
1,000
500
0 93 94 95 96 97 Finland Foreign sales
Operating profit, FIM million
350 300 250 200 150 100 50
0 93 94 95 96 97
Net sales by business segment, %
Anaesthesia and Critical Care Equipment
36 %
Medical Equipment and Supplies 24 %
Optical Retail
18 %
Others
22 %
Business Segments
Anaesthesia and Medical Equipment and Supplies
Critical Care
Equipment
Diagnostic Imaging
Instrumentarium Imaging develops, manufactures
Datex-Engstrom and markets worldwide specialised X-ray
offers the world's equipment for medical and dental imaging.
healthcare providers products and services for
safe, efficient and economical anaesthesia and
Medical
critical care processes. Its product range consists Furniture
of anaesthesia and intensive care monitors and Merivaara offers
systems, anaesthesia delivery units, ventilators, a wide range of
information management systems and supplies. hospital and
nursing home
furniture includ-
ing beds, operat-
ing tables, pa-
5
tient trolleys and
geriatric chairs
Optical Retail
mainly for the European market.
The Optical Retail Division sells optical products and services in Finland, Sweden, Estonia and Russia, and home healthcare products in Finland. In these countries the division has a
total of 166 outlets, which are organized into Instrumentarium, Nissen, KEOPS and Ögat chains.
Distribution of Medical Equipment and Supplies Instrumed is a distributor of medical and laboratory equipment and supplies in Finland. Medinovum markets branded generic pharmaceuticals in Finland. Soxil is a supplier of medical equipment in Italy and throughout the Mediterranean. LM-Dental manufactures and markets dental hand instruments and accessories for the European market. Medko Medical is engaged in project sales of medical equipment mainly in Russia and the Baltic countries.
Chief Executive's Review
however, and sales for |
1 | 60025206_b0 | 60025206 | 9 5281 Fax +358 9 523 882 Juha Uskali juha_uskali@tekno-rema.fi
Peter Tchernych medko@mail.wplus.net
Instrumentarium Optika Oü Pärnu mnt. 32
Instrumentarium Medical Oü Magdaleena tn. 3E-37 EE-0013 TALLINN Estonia Tel. +372 6 502 545 or +372 6 502 546
EE-0001 TALLINN Estonia Tel. +372 6 313 531 Fax +372 2 445 747 Pekka Perttilä pekka.perttila@instrumentarium.fi
Fax +372 6 502 544 Tiit Maasik imedical@online.ee
ZAO Instrumentarium Srednii 70, V.O., P.O. Box 836 199179 ST. PETERSBURG
Instrumentarium SIA Elizabetes Str. 9, Office 5 LV-1010 RIGA Latvia Tel./fax +371 7 323 070 or
Russia Tel. +7 812 3219 989 Fax +7 812 3217 763 Pekka Perttilä pekka.perttila@instrumentarium.fi
+371 7 323 059 Janis Liepins
DISTRIBUTION
Instrumed
Instru Data Oy Niittylänpolku 10
Vitikka 1 F, Espoo P.O.Box 300 FIN-00031 INSTRUMENTARIUM Tel. +358 9 5281 Fax +358 9 524 144 Jouni Pohjonen jouni.pohjonen@instrumentarium.fi
FIN-00620 HELSINKI P.O.Box 138 FIN-00621 HELSINKI Tel. +358 9 584 460 Fax +358 9 757 3515 Dan Högström dan.hogstrom@instru.fi
Kauppamainos Bozell/Libris 1998 Helsinki
55
Kuortaneenkatu 2, Helsinki Finland P.O.Box 100, FIN-00031 INSTRUMENTARIUM Telephone +358 9 394 11, telefax +358 9 146 4172 http://www.instrumentarium.fi
|
1 | 60025206_b1 | 60025206 | ttila@instrumentarium.fi Optical Stores Keijo Karvonen keijo.karvonen@instrumentarium.fi Marketing Raimo Tikkanen raimo.tikkanen@instrumentarium.fi
EE-0001 TALLINN Estonia Tel. +372 6 461 690 Fax +372 6 461 691 Heikki Rosendahl heikki.rosendahl@instru.fi
OY TEKNO-REMA AB Vitikka 1, Espoo
^
^
Jurij Kochergin mmedical@aha.ru
AB Ögat Korta gatan 4
P.O.Box 800 FIN-00031 TEKNO-REMA
ZAO Medko Medikal Kronverkskaja ulitsa, 25 197101 ST. PETERSBURG Russia Tel. +7 812 233 2979 or +7 812 233 1082
S-171 54 SOLNA Sweden Tel. +46 8 284 210 Fax +46 8 283 310 Pekka Perttilä pekka.perttila@instrumentarium.fi
Tel. +358 9 5281 Fax +358 9 523 882 Juha Uskali juha_uskali@tekno-rema.fi
Peter Tchernych medko@mail.wplus.net
Instrumentarium Optika Oü Pärnu mnt. 32
Instrumentarium Medical Oü Magdaleena tn. 3E-37 EE-0013 TALLINN Estonia Tel. +372 6 502 545 or +372 6 502 546
EE-0001 TALLINN Estonia Tel. +372 6 313 531 Fax +372 2 445 747 Pekka Perttilä pekka.perttila@instrumentarium.fi
Fax +372 6 502 544 Tiit Maasik imedical@online.ee
ZAO Instrumentarium Srednii 70, V.O., P.O. Box 836 199179 ST. PETERSBURG
Instrumentarium SIA Elizabetes Str. 9, Office 5 LV-1010 RIGA Latvia Tel./fax +371 7 323 070 or
Russia Tel. +7 812 3219 989 Fax +7 812 |
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