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Annual report and accounts 1997 C H I M E C O M M U N I C AT I O N S P L C Bell Pottinger Communications HHCL Group Contents Financial highlights Chairman's statement Review of operations ­ Bell Pottinger Communications ­ HHCL Directors and professional advisers Non-executive directors' biographies Directors' statement on corporate governance Report of the remuneration committee Directors' report Statement of directors' responsibilities Auditors' report Consolidated profit and loss account Consolidated balance sheet Company balance sheet Consolidated cash flow statement Reconciliation of movements in shareholders' funds Statement of total recognised gains and losses Notes to the accounts Financial calendar Notice of meeting Page 1 2 4 12 16 17 18 20 21 23 24 25 26 27 28 29 29 30 47 48 Financial highlights ANNUAL REPORT 1997 CHIME COMMUNICATIONS PLC I Successful merger of HHCL Group I Operating income up over 25% to £28.3 million (1996 ­ £22.5 million) I Operating profit up over 20% to £3.7 million (1996 ­ £3 million) I Operating margin of 13% (1996 ­ 13.5%) I Operating margin expected to increase to well over the 1996 level in 1998 due in part to full year effect of HHCL's higher margin I Adjusted earnings per share up 12% to 3.8p (1996 ­ 3.4p) I Final dividend up 9% to 1.25p per share I Cash balances of £6.7 million compared to £2.6 million in 1996 1 CHIME COMMUNICATIONS PLC ANNUAL REPORT 1997 Chairman's statement Summary of 1997 Results The Board of Chime Communications PLC announces the audited preliminary results for the year ended 31 December 1997. These results once again show record profits and include the first contributions from The HHCL Group which joined us in November 1997. Acquisitions We have fulfilled our stated ambition with the successful merger into Chime of HHCL, the award winning British advertising group to add another well known brand to our public relations business Bell Pottinger formerly known as Lowe Bell. WPP Group PLC now owns 29.9% of Chime Communications and we are delighted to have the world's largest communication services group as a major shareholder. We also acquired AMD PLC which is the leading specialist property marketing company in the UK. It will operate
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increase to well over the 1996 level in 1998 due in part to full year effect of HHCL's higher margin I Adjusted earnings per share up 12% to 3.8p (1996 ­ 3.4p) I Final dividend up 9% to 1.25p per share I Cash balances of £6.7 million compared to £2.6 million in 1996 1 CHIME COMMUNICATIONS PLC ANNUAL REPORT 1997 Chairman's statement Summary of 1997 Results The Board of Chime Communications PLC announces the audited preliminary results for the year ended 31 December 1997. These results once again show record profits and include the first contributions from The HHCL Group which joined us in November 1997. Acquisitions We have fulfilled our stated ambition with the successful merger into Chime of HHCL, the award winning British advertising group to add another well known brand to our public relations business Bell Pottinger formerly known as Lowe Bell. WPP Group PLC now owns 29.9% of Chime Communications and we are delighted to have the world's largest communication services group as a major shareholder. We also acquired AMD PLC which is the leading specialist property marketing company in the UK. It will operate as a separate subsidiary within Bell Pottinger Communications. In May 1997 we acquired The Russell Partnership, a government relations business, which has been merged with our existing government relations business to form Bell Pottinger Public Affairs (formerly known as Lowe Bell Political). We will continue to look for acquisitions that enhance the range of marketing services we can offer to clients or help us to grow our existing businesses faster than they would organically. We will only make acquisitions that we expect to be earnings enhancing and allow us to improve the return we give to shareholders. Name Change We have rebranded our public relations businesses, Bell Pottinger. These businesses were branded Lowe Bell. However, The Lowe Group decided to exercise its rights under the name licence agreement we had with them, and they withdrew our rights to use the name Lowe. Operating Highlights The HHCL Group and AMD were acquired at the end of 1997 and the full year effect will not be seen until the end of 1998 but they should bring about an improvement in our operating profit margins. The 1997 results primarily relate to our public relations businesses. Once again our operating income has grown ­ 18% and our operating profits have grown ­ 12%. I said at the time we announced our interim results that
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as a separate subsidiary within Bell Pottinger Communications. In May 1997 we acquired The Russell Partnership, a government relations business, which has been merged with our existing government relations business to form Bell Pottinger Public Affairs (formerly known as Lowe Bell Political). We will continue to look for acquisitions that enhance the range of marketing services we can offer to clients or help us to grow our existing businesses faster than they would organically. We will only make acquisitions that we expect to be earnings enhancing and allow us to improve the return we give to shareholders. Name Change We have rebranded our public relations businesses, Bell Pottinger. These businesses were branded Lowe Bell. However, The Lowe Group decided to exercise its rights under the name licence agreement we had with them, and they withdrew our rights to use the name Lowe. Operating Highlights The HHCL Group and AMD were acquired at the end of 1997 and the full year effect will not be seen until the end of 1998 but they should bring about an improvement in our operating profit margins. The 1997 results primarily relate to our public relations businesses. Once again our operating income has grown ­ 18% and our operating profits have grown ­ 12%. I said at the time we announced our interim results that there was a period of inactivity around the General Election and this has affected our margin levels and revenue per employee in Bell Pottinger Consultants and Bell Pottinger Public Affairs. We expect these performance measurements to improve in 1998. In 1997 Bell Pottinger acted for 675 clients compared to 579 in 1996 and 457 in 1995. 58% (1996 ­ 63%) of our operating income comes from retained clients and this slightly lower proportion than last year is caused by a growth in project based clients and not by a reduction in the number of retained clients. This ratio remains much higher than our competitors. No client represented more than 3.5% of total revenue. 124 of our clients used more than one of our companies. Remuneration Costs On an annualised basis, the average salary increase for the Bell Pottinger Communications Group was 8.3% (1996 ­ 8.3%). Staff and directors received a bonus averaging 8.7% of salary (1996 ­ 8.3%). During 1997 we created an employee trust so that we could provide additional incentives to our key employees. The Chime Communications Group (including HHCL) now has 145 out of 2 ANNUAL REPORT 1997 CHIME COMMUNICATIONS PLC
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there was a period of inactivity around the General Election and this has affected our margin levels and revenue per employee in Bell Pottinger Consultants and Bell Pottinger Public Affairs. We expect these performance measurements to improve in 1998. In 1997 Bell Pottinger acted for 675 clients compared to 579 in 1996 and 457 in 1995. 58% (1996 ­ 63%) of our operating income comes from retained clients and this slightly lower proportion than last year is caused by a growth in project based clients and not by a reduction in the number of retained clients. This ratio remains much higher than our competitors. No client represented more than 3.5% of total revenue. 124 of our clients used more than one of our companies. Remuneration Costs On an annualised basis, the average salary increase for the Bell Pottinger Communications Group was 8.3% (1996 ­ 8.3%). Staff and directors received a bonus averaging 8.7% of salary (1996 ­ 8.3%). During 1997 we created an employee trust so that we could provide additional incentives to our key employees. The Chime Communications Group (including HHCL) now has 145 out of 2 ANNUAL REPORT 1997 CHIME COMMUNICATIONS PLC 507 staff (1996 ­ 47 out of 302) with executive share options. 69 staff (1996 ­ 66) from Bell Pottinger Communications have joined the savings related share option scheme and this will be widened to include The HHCL Group and AMD in 1998. The three executive directors (excluding Rupert Howell and Robin Price who only joined the board at the end of 1997) received salary increases averaging 11.6% (1996 ­ 8.6%) and received bonuses for achievement of targets of 15%. At the time of the merger with The HHCL Group these directors were also granted share options. Liquidity We continued to generate cash during 1997 and at the end of the year we had cash balances (excluding amounts used to guarantee loan notes) of £6.7 million (1996 ­ £2.6 million). However there were costs relating to the acquisitions of £1.4 million which have not been paid until 1998. We believe that the current cash position of the Group is sufficient to pay all deferred considerations and to continue our policy of making small acquisitions for cash. The Group has no bank borrowings other than £837,000 owed under finance leases. handled the merger of General Accident and Commercial Union, the defence of Allied
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unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for the company's system of internal financial controls and for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 23 CHIME COMMUNICATIONS PLC ANNUAL REPORT 1997 Auditors' report to the members of Chime Communications PLC We have audited the financial statements on pages 25 to 46 which have been prepared under the accounting policies set out on page 30. Respective responsibilities of directors and auditors As described on page 23 the Company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. Basis of opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the circumstances of the Company and the Group, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the Company and the Group as at 31 December 1997 and of the profit of the Group for the year then ended and have been properly prepared in accordance with the Companies Act 1985. Deloitte & Touche Chartered Accountants and Registered Auditors 30 March 1998 24 Designed and produced by Smithfield Design C H I M E C O M M U N I C AT I O N S P L C 46 HERTFORD STREET LONDON W1Y 8AX TELEPHONE 0171-495 4044
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ordinary shares of 25p each (representing 10% of the company's issued share capital on 30 March 1998). The authority would expire on the date of the Annual General Meeting in 1999. In reaching any decision to purchase ordinary shares, the directors will take into account the company's cash resources and capital requirements, the overall position of the company and the best interest of the shareholders' generally. Any shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly. Approved by the Board of Directors and signed on behalf of the Board. M W Smith, Secretary 30 March 1998 22 ANNUAL REPORT 1997 CHIME COMMUNICATIONS PLC Statement of directors' responsibilities Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group as at the end of the financial year and of the profit or loss of the Group for that period. In preparing those financial statements, the directors are required to: I select suitable accounting policies and then apply them consistently; I make judgements and estimates that are reasonable and prudent; I state whether applicable accounting standards have been followed; I prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for the company's system of internal financial controls and for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 23 CHIME COMMUNICATIONS PLC ANNUAL REPORT 1997 Auditors' report to the members of Chime Communications PLC We have audited the financial statements on pages 25 to 46 which have been prepared under the accounting policies set out on page 30. Respective responsibilities of directors and auditors As described on page 23 the Company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. Basis of opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes
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Peptide Therapeutics Group plc Annual Report 1997 Cover: False colour scanning electron micrograph of B-lymphocyte white blood cells Peptide Therapeutics Group plc 1 Peptide Therapeutics is a biopharmaceutical company involved in the research and development of novel drugs and vaccines. Its strategy is to develop product candidates to the point of proof of principle and then collaborate with major pharmaceutical companies which will use their capabilities and expertise to complete the regulatory development, manufacturing and marketing of products. Peptide also uses its strong proprietary platform technologies to collaborate with major pharmaceutical companies at an earlier stage in the product development cycle, thus providing Peptide with a further source of income and a balanced portfolio of opportunities. In the past 15 months Peptide has entered into royalty-bearing collaborations with four multinational pharmaceutical companies. This represents validation not only of Peptide's products and technologies but also of its strategy. Chairman's and Chief Executive's Review......2 Business Strategy..........................................4 Collaborations.................................................5 Product Portfolio.............................................6 Technology Platforms...................................12 Research Programmes.................................14 Board of Directors........................................16 Senior Management.....................................17 Finance Review............................................18 Directors' Report..........................................19 Corporate Governance.................................20 Report of the Remuneration Committee...................................................21 Statements of Directors' and Auditors' Responsibilities......................24 Auditors' Report...........................................25 Auditors' Report on Corporate Governance Matters.....................................25 Consolidated Profit and Loss Account.........26 Consolidated Balance Sheet........................27 Company Balance Sheet..............................28 Consolidated Cash Flow Statement............29 Reconciliation of Net Cash Flow to Movement in Net Funds..............................29 Notes to Consolidated Financial Statements..30 Company Information and Advisers...........IBC 2 Peptide Therapeutics Group plc Chairman's and Chief Executive's Review Peptide has had a great year. We now have Under the terms of the agreement, Peptide collaborations with four multinational received £6m in cash in up-front payments and pharmaceutical companies and several could receive up to a further £24m, payable research organisations and companies. Our upon achievement of clinical development and products are advancing rapidly through the product registration milestones. In addition,
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............................................18 Directors' Report..........................................19 Corporate Governance.................................20 Report of the Remuneration Committee...................................................21 Statements of Directors' and Auditors' Responsibilities......................24 Auditors' Report...........................................25 Auditors' Report on Corporate Governance Matters.....................................25 Consolidated Profit and Loss Account.........26 Consolidated Balance Sheet........................27 Company Balance Sheet..............................28 Consolidated Cash Flow Statement............29 Reconciliation of Net Cash Flow to Movement in Net Funds..............................29 Notes to Consolidated Financial Statements..30 Company Information and Advisers...........IBC 2 Peptide Therapeutics Group plc Chairman's and Chief Executive's Review Peptide has had a great year. We now have Under the terms of the agreement, Peptide collaborations with four multinational received £6m in cash in up-front payments and pharmaceutical companies and several could receive up to a further £24m, payable research organisations and companies. Our upon achievement of clinical development and products are advancing rapidly through the product registration milestones. In addition, clinic and our technology platforms are Peptide will receive royalties on any future delivering many new product opportunities. product sales. SmithKline Beecham is paying Collaborations Medeva In January 1997 Peptide entered into a collaboration with Medeva for the all clinical and associated development costs of the Allergy Vaccine as well as for any other product candidates arising from the alliance. research, development and marketing of novel, non-injectable vaccines. Peptide acquired "We now have collaborations technology and patents for £1m and is providing funding to Medeva of £1m over two years towards the cost of the development with four multinational pharmaceutical companies". programme which is taking place within Medeva's Vaccine Research Unit at Imperial Pfizer In December 1997 Peptide entered into College, London. Three vaccines are in an agreement with Pfizer for the development development: Oral Typhoid, Oral ETEC of Peptide's Veterinary Allergy Vaccine. Under (enterotoxigenic E. coli) and Intranasal Flu.
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clinic and our technology platforms are Peptide will receive royalties on any future delivering many new product opportunities. product sales. SmithKline Beecham is paying Collaborations Medeva In January 1997 Peptide entered into a collaboration with Medeva for the all clinical and associated development costs of the Allergy Vaccine as well as for any other product candidates arising from the alliance. research, development and marketing of novel, non-injectable vaccines. Peptide acquired "We now have collaborations technology and patents for £1m and is providing funding to Medeva of £1m over two years towards the cost of the development with four multinational pharmaceutical companies". programme which is taking place within Medeva's Vaccine Research Unit at Imperial Pfizer In December 1997 Peptide entered into College, London. Three vaccines are in an agreement with Pfizer for the development development: Oral Typhoid, Oral ETEC of Peptide's Veterinary Allergy Vaccine. Under (enterotoxigenic E. coli) and Intranasal Flu. the terms of the agreement Pfizer acquired By working with the scientists from Medeva, a two year exclusive option to a worldwide significant progress has been made since the licence for Peptide's Veterinary Allergy Vaccine. alliance was formed; each of the three vaccines Peptide and Pfizer are collaborating to develop has progressed through to the next stage of the Veterinary Allergy Vaccine which will be development and several novel product investigated initially for prevention of dermatitis opportunities are arising from this oral and in dogs caused by an allergic reaction to flea nasal vaccine delivery technology platform. bites. Pfizer will conduct and pay for all costs SmithKline Beecham In February 1997 Peptide entered into a collaboration with SmithKline Beecham, one of the world's largest vaccine companies, to continue the research and development of Peptide's Allergy Vaccine and of the research and clinical development programme for evaluating the vaccine. If Pfizer chooses to exercise its option it has agreed to make licence, milestone and royalty payments to Peptide. the related research portfolio.
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the terms of the agreement Pfizer acquired By working with the scientists from Medeva, a two year exclusive option to a worldwide significant progress has been made since the licence for Peptide's Veterinary Allergy Vaccine. alliance was formed; each of the three vaccines Peptide and Pfizer are collaborating to develop has progressed through to the next stage of the Veterinary Allergy Vaccine which will be development and several novel product investigated initially for prevention of dermatitis opportunities are arising from this oral and in dogs caused by an allergic reaction to flea nasal vaccine delivery technology platform. bites. Pfizer will conduct and pay for all costs SmithKline Beecham In February 1997 Peptide entered into a collaboration with SmithKline Beecham, one of the world's largest vaccine companies, to continue the research and development of Peptide's Allergy Vaccine and of the research and clinical development programme for evaluating the vaccine. If Pfizer chooses to exercise its option it has agreed to make licence, milestone and royalty payments to Peptide. the related research portfolio. Medical Research Council In February 1998 Peptide entered into a research collaboration with the Medical Research Council Molecular Pathogenesis Group ("MRC") under the LINK Award Scheme, a UK Government initiative promoting partnership between industry and research organisations. Under the terms of this collaboration Peptide and the MRC are working jointly towards the development of novel antibacterial drugs based on the inhibition of bacterial proteases. These drugs will target bacteria that are not currently amenable to treatment with antibiotics or are becoming resistant to them. The MRC are identifying target proteases and Peptide is applying its RAPiDTM technology to design novel potent and specific inhibitors of these proteases and investigate their therapeutic application. Peptide and the MRC are jointly funding the three-year project under the LINK award scheme and Peptide owns all the intellectual property rights arising from the project. Peptimmune In March 1998 Peptide entered into a collaboration with Peptimmune Inc., a US biotechnology company based in Cambridge, Massachusetts. Peptimmune was established to exploit fundamental discoveries on immune mechanisms made at MIT and Harvard University. The purpose of the collaboration is to develop novel inhibitors of the protease Cathepsin S by applying Peptide's
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not provided for were £0.15m (1996 ­ £0.03m). c) Pension arrangements The Group provides pension benefits to all full-time employees on a defined contribution basis. The Company operates a self-administered, Inland Revenue approved pension scheme for Executive Directors and a limited number of senior employees. Other employees may operate private personal pension schemes. The pension cost for the year was £0.19m (1996 ­ £0.13m). At the year end the Group owed £3,078 (1996 ­ £4,343) to the pension schemes. This amount is shown in the balance sheet under creditors falling due within one year. 20 Post balance sheet events On 12 March 1998, the Group entered into an agreement to lease a new 30,000 square foot purpose-built research and development facility in the Peterhouse Technology Park on the south side of Cambridge. The lease is scheduled to commence in November 1998 and is for a 25-year term. Company Information and Advisers Secretary and registered office Gordon Cameron, MA, ACA 321 Cambridge Science Park Milton Road, Cambridge CB4 4WG Registered in England No. 2863682 Financial adviser N M Rothschild & Sons Limited New Court St Swithin's Lane London EC4P 4DU Stockbrokers HSBC Securities Vintners Place 68 Upper Thames Street London EC4V 3BJ Solicitors Pinsent Curtis Dashwood House 69 Old Broad Street London EC2M 1NR Auditors Arthur Andersen Betjeman House 104 Hills Road Cambridge CB2 1LH Patent agents Reddie & Grose Daedalus House Station Road Cambridge CB1 2RE Bankers Barclays Bank PLC Bene't Street Business Centre PO Box No. 2 Cambridge CB2 3PZ Registrars IRG plc Balfour House 390/398 High Road Ilford Essex IG1 1NQ RAPiD and MolVaD are both trademarks of Peptide Therapeutics Limited Designed and produced by Radley Yeldar (London) Peptide Therapeutics Group plc 321 Cambridge Science Park, Milton Road, Cambridge CB4 4WG Telephone: +44 (0) 1223 423333 Facsimile: +44 (0) 1223 423111 E-mail: peptide@peptide.co.uk Web site: www.peptide.co.uk
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commitments a) Lease commitments The Group has not entered into any leases in respect of vehicles and office equipment during the year. The total rental for the year for existing leases was £0.06m (1996 ­ £0.07m). The Group has entered into cancellable leases in respect of certain land and buildings on short-term leases. The rentals for the year on these leases were £0.17m (1996 ­ £0.14m). The Group entered a lease on 30 March 1998 in respect of a further unit on the Cambridge Science Park, which has been taken into account in the following analysis. The minimum annual rentals under the foregoing leases are as follows: Property Vehicles and equipment Group 1997 £'000 1996 £'000 1997 £'000 1996 £'000 Operating leases which expire: Within one year Within two to five years 109 163 13 13 ­ ­ ­ 32 109 163 13 45 b) Capital commitments At the end of the year, capital commitments contracted but not provided for were £0.15m (1996 ­ £0.03m). c) Pension arrangements The Group provides pension benefits to all full-time employees on a defined contribution basis. The Company operates a self-administered, Inland Revenue approved pension scheme for Executive Directors and a limited number of senior employees. Other employees may operate private personal pension schemes. The pension cost for the year was £0.19m (1996 ­ £0.13m). At the year end the Group owed £3,078 (1996 ­ £4,343) to the pension schemes. This amount is shown in the balance sheet under creditors falling due within one year. 20 Post balance sheet events On 12 March 1998, the Group entered into an agreement to lease a new 30,000 square foot purpose-built research and development facility in the Peterhouse Technology Park on the south side of Cambridge. The lease is scheduled to commence in November 1998 and is for a 25-year term. Company Information and Advisers Secretary and registered office Gordon Cameron, MA, ACA 321 Cambridge Science Park Milton Road, Cambridge CB4 4WG Registered in England No. 2863682 Financial adviser N M Rothschild & Sons Limited New Court St
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CONTENTS 2 Sampo Highlights 1997 3 Sampo Insurance Group Key Information 4-5 Chief Executive Officer's Review 6-7 rructural Reorganisation 8 Sampo and the Environment Accounts for the Year 10-72 Sampo Insurance Company Limited Accounts for rhe Year The Sampo Group 74 Sampo Group Key Information 75 The Sampo Group's Principal Shareholdings 76-77 Personnel 78-79 Private Client Services 80-81 Corporate Client Services 82-85 Major Accounts Services 86-87 Sampo Life Insurance 88-89 Foreign Reinsurance Run-OfF 90-91 Investments 92-93 Statutory Employment Pension Insurance 94 Management of the Sampo Group 95 Shareholder Information 95 Investment Analyses 96 Sampo Group Offices SAMPO HIGHLIGHTS 1997 Ja nua r y · Sampo In surance Group's new life in urance company, Sampo Life, commenced operations. · The Major Accounts ervices unit went live. · The Group Board of Directors rati fied Sampo's Environment Programme. An internal environmental activities pilot project was laun ched at our Turku and Salo offices. February · Sampo announced there were no negotiations in progress aiming at a merger between ampo and Merita. There had been negotiations about various alternatives for co-operation in the latter part of 1996, but these ended without result. · Sampo, Sampo Pension, Nova and Pension-Varma made a preliminary agreement on buying the shops, central warehousing and wholesale cash-andcarry real estate attached to Tuko's perishable goods business, on behalf of a new real estate company. The new company, Vasa-Sijoituskiimeistot Oy, later bought the real estate. Sampo Insurance Group's tota l investment in the new company was FIM 160 million. March · Sampo published its result for 1996. Group operating profit almost doubled to FIM 619 million. April · Sampo's FIM 100,000 Safety Award was conferred for the 8th time. The award was made to Oy Ensto BuschJaeger Ab for developing a water leakage guard to detect water
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The Major Accounts ervices unit went live. · The Group Board of Directors rati fied Sampo's Environment Programme. An internal environmental activities pilot project was laun ched at our Turku and Salo offices. February · Sampo announced there were no negotiations in progress aiming at a merger between ampo and Merita. There had been negotiations about various alternatives for co-operation in the latter part of 1996, but these ended without result. · Sampo, Sampo Pension, Nova and Pension-Varma made a preliminary agreement on buying the shops, central warehousing and wholesale cash-andcarry real estate attached to Tuko's perishable goods business, on behalf of a new real estate company. The new company, Vasa-Sijoituskiimeistot Oy, later bought the real estate. Sampo Insurance Group's tota l investment in the new company was FIM 160 million. March · Sampo published its result for 1996. Group operating profit almost doubled to FIM 619 million. April · Sampo's FIM 100,000 Safety Award was conferred for the 8th time. The award was made to Oy Ensto BuschJaeger Ab for developing a water leakage guard to detect water damage in buildings at an early stage. · Sampo's Annual eneral Meeting approved th e 1996 Accounts, the splitting of ampo hares and the related amendment to the Articles of Association. May- June · Sampo arranged phys ical exercise days for its per onnel. The events were arranged in ten different locations in Finland and attracted over 700 employees. Augu st · Sampo Life invested FIM 145 million in the purchase of Partek's headquarters in Helsinki. The Partek Group now leases the building. · Sampo participated in financing the Jarvenpaa-Lahti motorway, the first privately financed road to be built in Finland. · Sampo published its Interim Report for the first half-year. Group operating profit stood at FIM 688 million. September · The registration period for transferring Sampo shares to the book-entry securities system closed on September 12th, 1997. At the end of the period, 26,765 Sampo shareholders were registered in the system. · Industrial Insurance's sprinkler technology inspection and consultation services were granted the ISO 9002 certificate. October · Sampo Group companies started systematic co-operation for the creation of a leading Sampo brand. The ampo brand stands
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damage in buildings at an early stage. · Sampo's Annual eneral Meeting approved th e 1996 Accounts, the splitting of ampo hares and the related amendment to the Articles of Association. May- June · Sampo arranged phys ical exercise days for its per onnel. The events were arranged in ten different locations in Finland and attracted over 700 employees. Augu st · Sampo Life invested FIM 145 million in the purchase of Partek's headquarters in Helsinki. The Partek Group now leases the building. · Sampo participated in financing the Jarvenpaa-Lahti motorway, the first privately financed road to be built in Finland. · Sampo published its Interim Report for the first half-year. Group operating profit stood at FIM 688 million. September · The registration period for transferring Sampo shares to the book-entry securities system closed on September 12th, 1997. At the end of the period, 26,765 Sampo shareholders were registered in the system. · Industrial Insurance's sprinkler technology inspection and consultation services were granted the ISO 9002 certificate. October · Sampo Group companies started systematic co-operation for the creation of a leading Sampo brand. The ampo brand stands for quality, value, and reliability. · The Sampo hare split was entered in the trade register on October 24th, 1997. The nominal value of a Sampo share was reduced from FIM 20 to FIM 5 by forming four new shares from each old one. November ampo, ampo Life, ampo Pension, Nova, Pen ion-Varma and EnterpriseFennia announced a significant truerural reorganisa tion affecting life and employment pension companies. · The ampo Group was the first insurer in Finland to ratify the UNEP Statement of Environmental Commitment by the Insurance Industry. The United Nations Environment Programme (UNEP) had drawn up the statement together with the insurance companies, signed by 72 in 26 countries. December · Sampo's international services were strengthened by the completion of Major Accounts Services' overseas cooperation network, covering 65 countries in all. · Sampo and Cap Gemini established a common IT company, Capsam Consulting Ltd. The new company delivers development and maintenance services for Sampo's information systems. · Ratings company Standard & Poor's issued a Claims Paying Ability rating to Sampo and Sampo Insurance Group's Major Accounts Services, the latter comprising Industrial Insurance Company Ltd, Otso Loss of
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for quality, value, and reliability. · The Sampo hare split was entered in the trade register on October 24th, 1997. The nominal value of a Sampo share was reduced from FIM 20 to FIM 5 by forming four new shares from each old one. November ampo, ampo Life, ampo Pension, Nova, Pen ion-Varma and EnterpriseFennia announced a significant truerural reorganisa tion affecting life and employment pension companies. · The ampo Group was the first insurer in Finland to ratify the UNEP Statement of Environmental Commitment by the Insurance Industry. The United Nations Environment Programme (UNEP) had drawn up the statement together with the insurance companies, signed by 72 in 26 countries. December · Sampo's international services were strengthened by the completion of Major Accounts Services' overseas cooperation network, covering 65 countries in all. · Sampo and Cap Gemini established a common IT company, Capsam Consulting Ltd. The new company delivers development and maintenance services for Sampo's information systems. · Ratings company Standard & Poor's issued a Claims Paying Ability rating to Sampo and Sampo Insurance Group's Major Accounts Services, the latter comprising Industrial Insurance Company Ltd, Otso Loss of Profits Insurance Company Ltd and Sampo Industrial Insurance N.V The companies had applied for the rating which assesses capital adequacy and solvency. All four companies received an A- rating, representing good security on the & P scale. ~ SAMPO INSURANCE GROUP KEY INFORMATION FIM millions T urnover Gross premiums written Operating profit Toral on balance sheet Solvency capital Average number of personnel 1997 7,848 5,748 921 20,961 10,004 3,176 Earnings per share, FIM * Net asset value per share, FIM * 8.32 145.54 · The figure for 1996 has been adjusted in accordance with the split ratio. 1996 6,182 4,495 619 16,128 7,696 3, 113 4.23 115.64 Change % 27.0 27.9 48.9 30.0 30.0 2.0 96.7 25.9 Direct insurance premiums written by the Sampo Insurance Group 1997 (Total FIM 5,416 m) 1 Private Client Services 30% 2 Corporate Client Services 22
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ari Aaneko ki Service points - lvalo - Kitee - Klaukkala - Leppavaara - Mantyharju - Orimattila - Orive i - iilinjarvi - odankyla - Viitasaari SUBSIDIARIES AND OFFICES OUTSIDE FINLAND Subsidiaries Sampa Industrial Insurance N.V. Eero Holma, Managing Director Head Office Postal address: P.O. Box 8524 3009 AM Ronerdam The Netherlands Visiting address: K.P. van der Mandelelaan 90 3062 MB Rotterdam The etherlands Tel. +31 10 452 7299 Fax +31 I0 452 4403 Branch Office in Holland Postal addre s: P.. Box 8524 3009 AM Rotterdam The Netherlands Visiting add re s: K.P. van der Mandelelaan 90 3062 M B Rotrerdam The Netherlands Tel. +3 1 10 212 1000 Fax +31 10 212 0850 Branch Office in Germany Rennbahnstrasse 72 60528 Frankfurr a.M. ermany Tel. +49 69 967 8050 Fax +49 69 670 1441 Branch Office in ngland 2 eething Lane London E 3N 4 A United Kingdom Tel. +44 17 1 208 8400 Fax +44 17 12088402 Sampo lndustriforsakring AB Jacobs Torg 3 Box 16136 I 03 23 tockholm wed en Tel. +46 8 5661 0500 Fax +46 8 5661 0540 Matti Rattik, Managing Director Sampo Kindlustuse AS Ravala 2 EE-00001 Tallinn Estonia Tel. +372 6 130 130 Fax +3726130 131 Olavi Laido, Managing Director Offices Sampa Group t Petersburg Representative Office Postal address: P.O. Box 16, FIN-53 50 I Lappeenranta, Finland Visiting address: Malaja Konjushennaja 1/3, Office A 11 I91186 t Petersburg Ru sia Tel. +7 812 329 2540 Fax +7812329254 1 Pirjo Myyrylainen, Manager 96 SAI\.11'0 AN lJAL HII'Oirl' 1997
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Huittincn Hyvinkaa Hamcenlinna I isalmi lkaalinen lmatra Joen uu Jurva Jyvaskyl a Jam a Jarvenpaa Kajaani Kanga ala Kanka a npaa Kauhajoki Kemi Kemijarvi Kerava Keuruu Kokemaki Kokkola Kotka Kouvola Kuopio Kuusamo Lahti Laitila Lappeenranta Lapua Lieksa Lohja Loimaa Loviisa Mikkeli Manna okia ummela arpio Oulu Paimio Parainen Pieksamaki Pierarsaari Pori Porvoo Raahe Raisio Rauma Riihimaki Rovaniemi aarijarvi alo avonlinna einajoki omero uon enjoki Tammisaari Tampere Toijala Tornio Turku - Yliopi~tonkatu - ll ameenkatu Uusikaupunki Vaasa Valkeako ki Vam mala Vantaa - Tikkurila - Myyrmaki Varkaus Virrat Ylivie ka Ahtari Aaneko ki Service points - lvalo - Kitee - Klaukkala - Leppavaara - Mantyharju - Orimattila - Orive i - iilinjarvi - odankyla - Viitasaari SUBSIDIARIES AND OFFICES OUTSIDE FINLAND Subsidiaries Sampa Industrial Insurance N.V. Eero Holma, Managing Director Head Office Postal address: P.O. Box 8524 3009 AM Ronerdam The Netherlands Visiting address: K.P. van der Mandelelaan 90 3062 MB Rotterdam The etherlands Tel. +31 10 452 7299 Fax +31 I0 452 4403 Branch Office in Holland Postal addre s: P.. Box 8524 3009 AM Rotterdam The Netherlands Visiting add re s: K.P. van der Mandelelaan 90 3062 M B Rotrerdam The Netherlands Tel. +3 1 10 212 1000 Fax +31 10 212 0850 Branch Office in Germany Rennbahnstrasse 72 60528 Frankfurr a.M. ermany Tel. +49
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Incepta Group plc Annual Report 1998 International marketing and communications 1 Financial highlights 2 Incepta Group at a glance 3 Chairman's statement 4 Chief Executive's review 8 Advertising 12 Public Relations 16 Marketing Communications 20 Design & Publishing 24 Finance Director's review 26 Directors' report 28 Reports of the auditors 29 Consolidated profit and loss account 30 Consolidated balance sheet 31 Company balance sheet 32 Consolidated cash flow statement 33 Statement of total recognised gains and losses 33 Reconciliation of movement in equity shareholders' funds 34 Notes to the financial statements 50 Corporate governance 52 Remuneration Committee report 54 Directors' remuneration and interests 57 Five year financial information 58 Notice of Annual General Meeting 60 Directory of Incepta companies Incepta Group plc Financial highlights Turnover Gross profit Operating profit Profit before tax Fully diluted earnings per share Average number of staff Year ended 28 February 1998 £88.2m Year ended 28 February 1997 £16.8m up 424% £33.9m £6.5m up 422% £5.8m £1.6m up 263% £5.6m £1.6m up 248% 1.72p 0.87p up 98% 492 73 up 574% · Strong trading across all four divisions; Advertising, Public Relations, Marketing Communications and Design & Publishing · Successful acquisition and integration of Citigate · Fully diluted earnings per share, which includes the effect of all deferred consideration including Citigate, up 98% · Operating margins over 17% · Strong cash generation · Current trading remains buoyant Incepta Group plc 1 Incepta Group at a glance Advertising Statutory and financial advertising Corporate and business-to-business advertising Financial services marketing Direct marketing Public Relations Financial public relations Investor relations Corporate and business-to-business public relations Public affairs Marketing Communications International presentation organisation Sales promotion and direct marketing Product launch Film and video Design & Publishing Corporate and brand identity Corporate literature and annual reports Interior, environment and signing design Corporate magazines and newspapers Offices London New York Hong Kong Singapore San Francisco Los Angeles Chicago Johannesburg Durban Cape Town Birmingham Leeds Northampton Edinburgh Glasgow Belfast Partners Belgium Czech Republic Finland France Germany Hungary Italy Norway Spain Sweden Switzerland
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1.6m up 248% 1.72p 0.87p up 98% 492 73 up 574% · Strong trading across all four divisions; Advertising, Public Relations, Marketing Communications and Design & Publishing · Successful acquisition and integration of Citigate · Fully diluted earnings per share, which includes the effect of all deferred consideration including Citigate, up 98% · Operating margins over 17% · Strong cash generation · Current trading remains buoyant Incepta Group plc 1 Incepta Group at a glance Advertising Statutory and financial advertising Corporate and business-to-business advertising Financial services marketing Direct marketing Public Relations Financial public relations Investor relations Corporate and business-to-business public relations Public affairs Marketing Communications International presentation organisation Sales promotion and direct marketing Product launch Film and video Design & Publishing Corporate and brand identity Corporate literature and annual reports Interior, environment and signing design Corporate magazines and newspapers Offices London New York Hong Kong Singapore San Francisco Los Angeles Chicago Johannesburg Durban Cape Town Birmingham Leeds Northampton Edinburgh Glasgow Belfast Partners Belgium Czech Republic Finland France Germany Hungary Italy Norway Spain Sweden Switzerland Turkey Australia Brazil India Indonesia Japan Korea Malaysia Philippines Singapore Taiwan Thailand Vietnam 2 Incepta Group plc Chairman's statement The acquisition of Citigate has transformed Incepta into a leading international marketing and communications group. It is now over a year since the acquisition of Citigate and the performance of the enlarged Incepta group continues to exceed expectations. Our shareholders have seen fully diluted earnings per share almost double. In the year to February 1998, turnover increased by 424% to £88.2 million, gross profit by 422% to £33.9 million and profit before tax by 248% to £5.6 million. As forecast at the time of our interim results, the Board recommends a final dividend of 0.35p per share. Citigate, with its impressive eight year track record of growth in turnover, gross profit, pretax profit and earnings per share, has provided the Group with quality earnings and strong cash generation. The significant growth has continued post acquisition and the Advertising, Public Relations and Design & Publishing operations are all trading well. The initial consideration for the Citigate acquisition was satisfied by the issue of 88 million new ordinary shares with a further 45 million new ordinary shares due
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Turkey Australia Brazil India Indonesia Japan Korea Malaysia Philippines Singapore Taiwan Thailand Vietnam 2 Incepta Group plc Chairman's statement The acquisition of Citigate has transformed Incepta into a leading international marketing and communications group. It is now over a year since the acquisition of Citigate and the performance of the enlarged Incepta group continues to exceed expectations. Our shareholders have seen fully diluted earnings per share almost double. In the year to February 1998, turnover increased by 424% to £88.2 million, gross profit by 422% to £33.9 million and profit before tax by 248% to £5.6 million. As forecast at the time of our interim results, the Board recommends a final dividend of 0.35p per share. Citigate, with its impressive eight year track record of growth in turnover, gross profit, pretax profit and earnings per share, has provided the Group with quality earnings and strong cash generation. The significant growth has continued post acquisition and the Advertising, Public Relations and Design & Publishing operations are all trading well. The initial consideration for the Citigate acquisition was satisfied by the issue of 88 million new ordinary shares with a further 45 million new ordinary shares due as deferred consideration if Citigate's consolidated profit before tax for the year ended 30 September 1997 exceeded £3.0 million. The target was comfortably exceeded and the further deferred consideration shares will be issued during May 1998. The original Incepta Marketing Communications operations have enjoyed an encouraging year. In the field of sophisticated innovative face-to-face communications, Park Avenue continues to be one of the market leaders. LGM, our sales promotion and direct marketing business, made substantial new business wins during the year. Our complementary range of marketing and communications disciplines, with their proven track record, and our increasing global reach, enables us to service the most complex demands of major corporates throughout the world. The considerable potential of our expanding international group has already been reflected in the start to the new financial year and we look forward to the future with great confidence. Incepta Group plc Fully diluted earnings per share p 1.86 1.72 1.05 0.87 (5.54) 94 95 96 97 98 Years to February Citigate Communications Group Limited Earnings per share £ 5.21 3.90 2.82 2.01 1.28 93 94 95 96 97 Years
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as deferred consideration if Citigate's consolidated profit before tax for the year ended 30 September 1997 exceeded £3.0 million. The target was comfortably exceeded and the further deferred consideration shares will be issued during May 1998. The original Incepta Marketing Communications operations have enjoyed an encouraging year. In the field of sophisticated innovative face-to-face communications, Park Avenue continues to be one of the market leaders. LGM, our sales promotion and direct marketing business, made substantial new business wins during the year. Our complementary range of marketing and communications disciplines, with their proven track record, and our increasing global reach, enables us to service the most complex demands of major corporates throughout the world. The considerable potential of our expanding international group has already been reflected in the start to the new financial year and we look forward to the future with great confidence. Incepta Group plc Fully diluted earnings per share p 1.86 1.72 1.05 0.87 (5.54) 94 95 96 97 98 Years to February Citigate Communications Group Limited Earnings per share £ 5.21 3.90 2.82 2.01 1.28 93 94 95 96 97 Years to September A L R Morton Chairman 5 May 1998 Incepta Group plc 3 Chief Executive's review D E Wright Chief Executive 4 Incepta Group plc The inherent strength and reputation of the enlarged group give us outstanding opportunities for growth. Our performance The Group made a profit before tax of £5.6 million in the year, more than three times higher than last year, largely reflecting the acquisition of Citigate on 3 March 1997. At over 17%, our group operating margins are a key strength and rank amongst the highest in our sector. Fully diluted earnings per share growth of 98% highlights the real value generated for shareholders. The results for the year reflect the initial focus of the Group in establishing a strong presence in UK & Europe which accounts for 77% of the Group's gross profit. The potential for growth from our international operations is demonstrated by the fact that they are already contributing 23% of the Group's gross profit and considerable scope exists for increasing profitability. As indicated in October at the time of our interim results, the Board is recommending a full year dividend of 0.35p per share. Our commitment is to pursue a progressive dividend policy in line with the Group
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: +44 171 222 0666 e-mail: chris.austin@westminster.com Citigate Scotland Edinburgh Contact: Robin Dunseath Telephone: +44 131 228 6262 e-mail: robin@ed.citigate-scotland.co.uk Glasgow Contact: Flora Martin Telephone: +44 141 353 1177 e-mail: amm@citigate-gl.co.uk Burnside Citigate Belfast Contact: Alan Burnside Telephone: +44 1232 428 232 e-mail: citigate@citigate-ni.co.uk Lloyd Northover Citigate London Contact: Jim Northover Telephone: +44 171 430 1100 e-mail: jimn@lnc.co.uk Hong Kong Contact: Michael Ip Telephone: +852 2520 6913 e-mail: michael_ip@lnc.com.hk Singapore Contact: Chris Yong Telephone: +65 336 3551 Bass Yager Citigate Los Angeles Contact: Myles Dacre Telephone: +1 213 466 9701 e-mail: m_dacre@pacbell.net Citigate Publishing London Contact: Barbara Burrows Telephone: +44 171 490 4747 e-mail: ej1@citigate-publishing.co.uk Citigate South Africa Johannesburg Contact: Adrian Horner Telephone: +27 11 804 4900 e-mail: citigate@citigate.co.za Durban Contact: Janet Wilson Telephone: +27 31 224 074 e-mail: citigate@eastcoast.co.za Cape Town Contact: Jenny Weeden Telephone: +27 21 418 7747 e-mail: citicape@iafrica.com LGM Marketing Communications London Contact: Susie Vivian Telephone: +44 171 935 6040 e-mail: susie_vivian@lgmintel.co.uk Park Avenue London Contact: Tony Cadman Telephone: +44 181 964 0678 e-mail: tony@parkavenue.co.uk International network of affiliates and partners Belgium Czech Republic Finland France Germany Hungary Italy Norway Spain Sweden Switzerland Turkey Australia Brazil India Indonesia Japan Korea Malaysia Philippines Singapore Taiwan Thailand Vietnam 60 Incepta Group plc
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Telephone: +44 1604 232 223 e-mail: scf@citigate-technology.co.uk London Contact: Gareth Thompson Telephone: +44 171 336 6181 e-mail: gjht@citigate-technology.co.uk Citigate Albert Frank London Contact: Philip Gregory Telephone: +44 171 282 8000 e-mail: zjw@citigate-group.co.uk New York Contact: Jim Sansevero Telephone: +1 212 508 3400 e-mail: jsansevero@cg-ny.com San Francisco Contact: John Quartararo Telephone: +1 415 274 7570 e-mail: ideas@citigatesf.com Hong Kong Contact: Mark Amdur Telephone: +852 2827 2411 e-mail: window@hk.super.net Citigate Westminster London Contact: Warwick Smith Telephone: +44 171 222 0666 e-mail: info@westminster.com Westminster Europe Brussels Contact: Greg Perry Telephone: +322 736 8135 e-mail: greg.perry@westminster.com Newbridge Partnership London Contact: Chris Austin Telephone: +44 171 222 0666 e-mail: chris.austin@westminster.com Citigate Scotland Edinburgh Contact: Robin Dunseath Telephone: +44 131 228 6262 e-mail: robin@ed.citigate-scotland.co.uk Glasgow Contact: Flora Martin Telephone: +44 141 353 1177 e-mail: amm@citigate-gl.co.uk Burnside Citigate Belfast Contact: Alan Burnside Telephone: +44 1232 428 232 e-mail: citigate@citigate-ni.co.uk Lloyd Northover Citigate London Contact: Jim Northover Telephone: +44 171 430 1100 e-mail: jimn@lnc.co.uk Hong Kong Contact: Michael Ip Telephone: +852 2520 6913 e-mail: michael_ip@lnc.com.hk Singapore Contact: Chris Yong Telephone: +65 336 3551 Bass Yager Citigate Los Angeles Contact: Myles Dacre Telephone: +1 213 466 9701 e-mail: m_dacre@pacbell.net
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Financial highlights P O W E R G E N P L C A N N U A L R E P O R T 19 9 9 1 Turnover (£ millions) Pre-exceptional profit before tax (£ millions) Pre-exceptional earnings per ordinary share (pence)1 Dividends per ordinary share (pence) 2,933 2,898 2,932 2,344 3,746 538 566 579 292 512 54.1 63.0 68.1 38.8 73.4 21.0 25.2 29.0 24.1 34.8 95/6 96/7 97/8 98 99 95/6 96/7 97/8 98 99 Nine months ended December 1998. 1 Earnings per ordinary share are based on profits before exceptional items and goodwill amortisation. 95/6 96/7 97/8 98 99 95/6 96/7 97/8 98 99 · Profits up 11%, earnings per share up 17% and dividends up 8%4 · UK business successfully re-focused, with significant cost savings · Strong organic customer growth · Overseas operating profits doubled4 Year ended March 1996 Year ended March 1997 Year ended Nine months ended March 1998 3 January 1999 Year ended 2 January 2000 Group turnover £m 2,933 2,898 2,932 2,344 3,746 Pre-exceptional profit before tax 3 £m 538 566 579 292 512 Profit/(Loss) before tax 1, 3 £m 659 568 210 (245) 762 Earnings per ordinary share 2, 3 pence 54.1 63.0 68.1 38.8 73.4 Dividends per ordinary share pence 21.0 25.2 29.0 24.1 34.8 Dividend cover per share 2, 3 times 2.6 2.5 2.3 1.
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organic customer growth · Overseas operating profits doubled4 Year ended March 1996 Year ended March 1997 Year ended Nine months ended March 1998 3 January 1999 Year ended 2 January 2000 Group turnover £m 2,933 2,898 2,932 2,344 3,746 Pre-exceptional profit before tax 3 £m 538 566 579 292 512 Profit/(Loss) before tax 1, 3 £m 659 568 210 (245) 762 Earnings per ordinary share 2, 3 pence 54.1 63.0 68.1 38.8 73.4 Dividends per ordinary share pence 21.0 25.2 29.0 24.1 34.8 Dividend cover per share 2, 3 times 2.6 2.5 2.3 1.6 2.1 Net assets 3 £m 2,358 2,022 1,656 1,345 1,984 Net debt £m 334 655 481 2,408 2,024 Shares in issue (year-end) millions 728.3 637.4 644.5 649.1 649.7 Staff numbers (year-end) 3,413 3,551 3,453 8,118 7,678 Notes 1 In the year to 2 January 2000, profit before tax includes exceptional credits (net) of £250 million. In the nine months to 3 January 1999, profit before tax includes exceptional costs of £537 million. In the years to March 1998, March 1997 and March 1996, profit before tax includes exceptional costs of £369 million, exceptional credits of £2 million and exceptional credits of £121 million respectively. 2 Earnings per share (eps) and dividend cover figures quoted above are based on profits before exceptional items and goodwill amortisation
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6 2.1 Net assets 3 £m 2,358 2,022 1,656 1,345 1,984 Net debt £m 334 655 481 2,408 2,024 Shares in issue (year-end) millions 728.3 637.4 644.5 649.1 649.7 Staff numbers (year-end) 3,413 3,551 3,453 8,118 7,678 Notes 1 In the year to 2 January 2000, profit before tax includes exceptional credits (net) of £250 million. In the nine months to 3 January 1999, profit before tax includes exceptional costs of £537 million. In the years to March 1998, March 1997 and March 1996, profit before tax includes exceptional costs of £369 million, exceptional credits of £2 million and exceptional credits of £121 million respectively. 2 Earnings per share (eps) and dividend cover figures quoted above are based on profits before exceptional items and goodwill amortisation. After charging or crediting exceptional items and goodwill amortisation, the figures are; year to 2 January 2000 eps 109.0p, nine months to 3 January 1999, eps (24.1)p, year ended March 1998, eps (19.5)p, year ended March 1997, eps 63.3p and year ended March 1996, eps 68.8p. 3 Profit before tax, earnings per share and net assets for the three years ended March 1998 were restated following the adoption of Financial Reporting Standard 12 from 30 March 1998. 4 On an annualised basis. 2 P O W E R G E N P L C A N N U A L R E P O R T 19 9 9 The Group UK Operations · Production We produce enough electricity to supply the homes of over eight million people from our coal, gas, oil and renewable power stations · Energy Trading We are active traders of electricity and gas, both in the UK and in European markets · Retail We sell electricity and gas to domestic, industrial and commercial customers and are developing other related products. We currently supply 2.6 million customer accounts · PowerGen CHP We are a market leader in
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. After charging or crediting exceptional items and goodwill amortisation, the figures are; year to 2 January 2000 eps 109.0p, nine months to 3 January 1999, eps (24.1)p, year ended March 1998, eps (19.5)p, year ended March 1997, eps 63.3p and year ended March 1996, eps 68.8p. 3 Profit before tax, earnings per share and net assets for the three years ended March 1998 were restated following the adoption of Financial Reporting Standard 12 from 30 March 1998. 4 On an annualised basis. 2 P O W E R G E N P L C A N N U A L R E P O R T 19 9 9 The Group UK Operations · Production We produce enough electricity to supply the homes of over eight million people from our coal, gas, oil and renewable power stations · Energy Trading We are active traders of electricity and gas, both in the UK and in European markets · Retail We sell electricity and gas to domestic, industrial and commercial customers and are developing other related products. We currently supply 2.6 million customer accounts · PowerGen CHP We are a market leader in providing energy-intensive customers with highly efficient combined heat and power plant to meet their electricity and steam needs · Distribution Through over 67,000km of overhead lines and underground cables, we distribute electricity to 2.3 million homes and businesses across the East Midlands. PowerGen International We are a growing international power business, with substantial interests in nine projects in operation or under construction across Europe, India and Asia Pacific. · Europe In Germany, we have stakes in power generation and mining assets. In Portugal, we operate the country's first gas-fired power station. We are the largest British investor in Hungary, where we are building a new gas-fired plant and operate a co-generation plant · India We are one of the largest foreign investors in the Indian private power market through the gas and naphtha-fired plant that we operate in the state of Gujarat · Asia Pacific PowerGen has major stakes in new plants under construction in Indonesia and South Korea. We also operate a power station and mining operation near Melbourne, Australia. Chairman's statement P O W E R G E N P L C A N N U A L R E P O R T 19 9 9 3 PowerGen has delivered strong
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NY 10286, USA Tel (800) 524 4458 toll free Unsolicited mail: The Share Register is a public document under the law, and some shareholders may have received unsolicited mail from other organisations taking advantage of this situation. If you wish to limit the amount of such mail, please write to the Mailing Preference Service, FREEPOST 22, London W1E 7EZ. You may still however receive mail from organisations which do not subscribe. Telephone information service: For a short commentary on PowerGen's business together with the latest share price, telephone 0839 505900 (calls charged at 50p/min at all times, including VAT). PowerGen plc 53 New Broad Street London EC2M 1SL. Registered in England and Wales No. 3586615 www.powergen.co.uk offers See Shirley Bassey at The NEC Arena, Birmingham, on 28 May Shirley Bassey, the woman with the golden voice, has entertained generations for almost five decades with hits like Climb Every Mountain, Big Spender and Diamonds are Forever. PowerGen shareholders can enjoy a 10 per cent discount on special Entertainment Zone hospitality packages when her Millennium Tour visits The NEC Arena on 28 May 2000*. For the exclusive price of £67.50 per person, you can give your family and friends a real treat, with a champagne reception, four-course dinner, top price tickets for the show, and complimentary car parking. To book, call 0121 782 8666, quoting `PowerGen'. Designed and produced by CGI Printed in the UK by Burrups Ltd, St Ives plc PG2/00 The Millennium Dome ­ make up your own mind! Take a weekend break with Radisson Edwardian hotels in 2000 and enjoy an all-inclusive visit to the Millennium Dome at Greenwich. Journey through 14 exhibition zones, from the Body Zone to the Money Zone. Be amazed by the high-energy live performances. PowerGen shareholders can enjoy this Millennium Dome breakaway offer at a special 10 per cent discount. Prices start at £71 per person per night (based on two sharing), staying at a Radisson Edwardian four star hotel in London.* To book, call Centre Stage on 0800 33 55 88 and quote `PowerGen'. Or e-mail your reservation to: censtage@radisson.com *Subject to availability. Terms and conditions apply.
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). Financial calendar 13 March 2000 Shares go ex dividend 5.00pm 17 March 2000 Record date for dividend 10 May 2000 1999 Second Interim Dividend paid 11.00am 5 June 2000 AGM at The ICC, Birmingham 6 September 2000 2000 interim results announcement and announcement of 2000 Interim Dividend 18 September 2000 Shares go ex dividend 5.00pm 22 September 2000 Record date for dividend 3 November 2000 2000 Interim Dividend paid Shareholder enquiries Enquiries on your shareholding should be made to the Registrar at the following address: Computershare Services PLC PO Box 96, The Pavilions Bridgwater Road, Bristol BS99 7ZG Tel 0870 702 0103 (calls charged at national rate) Fax 0870 703 6119 General enquiries on the Company should be made to the company secretary at: PowerGen plc, 53 New Broad Street London EC2M 1SL Tel 020 7826 2826 Fax 020 7826 2890 Enquiries on ADR holdings should be made to the Depositary for American Depositary Receipts: Bank of New York Attention ADR Department 101 Barclay Street New York, NY 10286, USA Tel (800) 524 4458 toll free Unsolicited mail: The Share Register is a public document under the law, and some shareholders may have received unsolicited mail from other organisations taking advantage of this situation. If you wish to limit the amount of such mail, please write to the Mailing Preference Service, FREEPOST 22, London W1E 7EZ. You may still however receive mail from organisations which do not subscribe. Telephone information service: For a short commentary on PowerGen's business together with the latest share price, telephone 0839 505900 (calls charged at 50p/min at all times, including VAT). PowerGen plc 53 New Broad Street London EC2M 1SL. Registered in England and Wales No. 3586615 www.powergen.co.uk offers See Shirley Bassey at The NEC Arena, Birmingham, on 28 May Shirley Bassey, the woman with the golden voice, has entertained generations for almost five decades with hits like Climb Every Mountain, Big Spender and Diamonds are Forever. PowerGen shareholders can enjoy a 10 per cent discount on special Entertainment Zone hospitality packages when her Millennium Tour visits The NEC
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Major international newcomers market hits new records Companies raise over £62 billion Financing the future Electronic order book introduced for London Annual Report 1998 Private share ownership grows London: The essential marketplace Ideally positioned between the New York and Tokyo time zones, the London Stock Exchange plays a vital role in maintaining London's position as one of the world's leading financial centres. Listing in London gives companies access to a deep and liquid market. As one of the leading centres for fund management, London is home to £1.4 trillion in managed funds, and firms based in the City manage some of the most geographically diverse portfolios in the world. Moreover, a significant number of international investment banks have chosen to base their main European investment banking and securities operations in London. Investors want the speed and certainty to deal that comes with a liquid and fair market and London has long been renowned for providing both. Among its advantages, London has a balanced and effective regulatory regime, vast accumulated experience in banking and finance, and a well-established equity culture. This has led to a concentration of financial skills in securities sales and trading, banking, foreign exchange, corporate finance and asset management. And since the Exchange is both the UK's Listing Authority and a Recognised Investment Exchange, companies have to deal with only one regulatory body, easing access to listing on the London Stock Exchange. Building on its reputation for integrity and transparency, the Exchange continues to adapt to the needs of its clients, both UK and international, into the next millennium. Contents Financing the future 1 Chairman's statement 2 Chief Executive's review 4 Developing our markets 8 Regulating our markets 12 Delivering our markets 16 Board of directors 20 Committee reports 21 Financial review ­ managing 22 our finances Corporate governance 23 Report of the Senior 24 Appointments and Remuneration Committee Directors' report and accounts 25 Financing the future Financing the future By operating a portfolio of markets, the London Stock Exchange provides the infrastructure which enables companies and investors to prosper, as well as meeting the needs of our securities firms. We are committed to developing products and services ­ supported by efficient technology ­ to meet the demands of a rapidly changing
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's Listing Authority and a Recognised Investment Exchange, companies have to deal with only one regulatory body, easing access to listing on the London Stock Exchange. Building on its reputation for integrity and transparency, the Exchange continues to adapt to the needs of its clients, both UK and international, into the next millennium. Contents Financing the future 1 Chairman's statement 2 Chief Executive's review 4 Developing our markets 8 Regulating our markets 12 Delivering our markets 16 Board of directors 20 Committee reports 21 Financial review ­ managing 22 our finances Corporate governance 23 Report of the Senior 24 Appointments and Remuneration Committee Directors' report and accounts 25 Financing the future Financing the future By operating a portfolio of markets, the London Stock Exchange provides the infrastructure which enables companies and investors to prosper, as well as meeting the needs of our securities firms. We are committed to developing products and services ­ supported by efficient technology ­ to meet the demands of a rapidly changing financial environment. Together, these are fundamental to meeting our goals of providing efficient and competitive markets to match the requirements of all our users. 8 Developing our markets Our task is to ensure that we continue to win business for our markets and for London. During the year we introduced greater trading choice with an electronic order book and worked to promote our markets, both at home and overseas. 12 Regulating our markets To maintain investor protection, as well as a fair and efficient marketplace for issuers, we keep our rules and procedures under regular review, remaining responsive to customers' needs and to changes in the business environment. 16 Delivering our markets In delivering our services we aim for the best possible combination of responsiveness, reliability, functionality and cost. We are committed to providing a consistently high level of service to all our customers ­ whatever the conditions prevailing in the market. 1 London Stock Exchange Annual Report 1998 Chairman's statement John Kemp-Welch ­ Chairman, London Stock Exchange T he year 1997/8 will be remembered for buoyant, and in some cases, turbulent financial markets worldwide. London came through the year in good health, having successfully maintained and even strengthened its leading position in
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financial environment. Together, these are fundamental to meeting our goals of providing efficient and competitive markets to match the requirements of all our users. 8 Developing our markets Our task is to ensure that we continue to win business for our markets and for London. During the year we introduced greater trading choice with an electronic order book and worked to promote our markets, both at home and overseas. 12 Regulating our markets To maintain investor protection, as well as a fair and efficient marketplace for issuers, we keep our rules and procedures under regular review, remaining responsive to customers' needs and to changes in the business environment. 16 Delivering our markets In delivering our services we aim for the best possible combination of responsiveness, reliability, functionality and cost. We are committed to providing a consistently high level of service to all our customers ­ whatever the conditions prevailing in the market. 1 London Stock Exchange Annual Report 1998 Chairman's statement John Kemp-Welch ­ Chairman, London Stock Exchange T he year 1997/8 will be remembered for buoyant, and in some cases, turbulent financial markets worldwide. London came through the year in good health, having successfully maintained and even strengthened its leading position in global finance. The Exchange played its part in this by providing efficient, well-regulated markets and by continuing to attract new business. The Exchange's own markets had a significant year on several fronts. At home Last year was a record one for the UK equity markets. Turnover value rose by nearly 30 per cent, breaking through the £1,000 billion figure for the first time. Exchange's electronic orderdriven trading service. The launch in October of the new service by the Chancellor of the Exchequer marked the culmination of a long period of consultation and development and signalled another chapter in a process of reform that began in 1986 with Big Bang. There was also considerable change during the year among the leading participants in the London market. New ownership of several major securities houses had the effect of making London even more international ­ a trend reflecting the depth of confidence worldwide in the future of London. The change of government a year ago resulted in some farreaching proposals for reform in the regulation of the UK Chairman's statement The Exchange's markets had a significant year on several fronts. The vibrancy of the Exchange's markets was accompanied by a resurgence in merger activity, and by the introduction to our main market of
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global finance. The Exchange played its part in this by providing efficient, well-regulated markets and by continuing to attract new business. The Exchange's own markets had a significant year on several fronts. At home Last year was a record one for the UK equity markets. Turnover value rose by nearly 30 per cent, breaking through the £1,000 billion figure for the first time. Exchange's electronic orderdriven trading service. The launch in October of the new service by the Chancellor of the Exchequer marked the culmination of a long period of consultation and development and signalled another chapter in a process of reform that began in 1986 with Big Bang. There was also considerable change during the year among the leading participants in the London market. New ownership of several major securities houses had the effect of making London even more international ­ a trend reflecting the depth of confidence worldwide in the future of London. The change of government a year ago resulted in some farreaching proposals for reform in the regulation of the UK Chairman's statement The Exchange's markets had a significant year on several fronts. The vibrancy of the Exchange's markets was accompanied by a resurgence in merger activity, and by the introduction to our main market of some major companies, several of them as a result of UK demutualisations. As well as resulting in a very welcome expansion in private share ownership, the quality and standing of the demutualised companies enhanced the reputation of our marketplace. A significant event during the year was the introduction of the financial services sector and the Exchange is working closely with the new regulatory body, the Financial Services Authority. In its capacity as Competent Authority for Listing, the Exchange has been able, through its Listing Rules, to help give effect in recent years to proposals to improve the standards of corporate governance of UK listed companies. The latest committee, under Sir Ronnie Hampel, concluded its work during 2 Chairman's statement the year and its Combined Code will be published as `best practice' alongside our Listing Rules, following consultation with the market on associated rule changes. International On the international front, we continued our efforts to maintain the flow of new listings from countries all over the world. Our international marketing initiatives during the year included visits to China, India and Korea. On a personal note, during my visit to India in December, I was especially pleased to meet the Indian finance minister, senior government officials and directors of
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the financial year, no contracts of significance were entered into by the Company or any of its subsidiaries in which the Directors had a material interest. FTSE International Limited Details of transactions with FTSE International are included in note 10. ProShare (UK) Limited During 1997, three of the Company's directors were non-executive directors of ProShare (UK) Limited although for various reasons they have since resigned. The Exchange continues to support the work of ProShare both through a contribution and joint co-operation on specified projects. The Company provided property space to ProShare (UK) Limited for a charge of £59,000 (1997, £55,000). The Company also makes a contribution to the annual expenditure of ProShare (UK) Limited. The contribution during the year was £350,000 (1997, £400,000). 23. Share interests of directors The following directors were each the beneficial owner of one `A' share of the Company as at 1 April 1997 or at subsequent appointment and at 31 March 1998: G F Casey J Kemp-Welch M J P Marks P R Meinertzhagen I G Salter H W H Sants N Sherlock B Solomons There have been no changes in the above interests since 31 March 1998. During the year no director or member of a director's immediate family was granted or exercised any right to subscribe for shares in or debentures of the Company or any other body corporate in the Group. 43 London Stock Exchange Annual Report 1998 © June 1998. London Stock Exchange Limited. London EC2N 1HP. Telephone 0171 797 1000. Registered in England and Wales No 2075721. www.londonstockex.co.uk AIM, RNS, SEAQ, SEAQ International, SEATS PLUS and SETS are trademarks of the London Stock Exchange. "FTSE"® is a registered trademark of London Stock Exchange Limited and The Financial Times Limited as it is used by FTSE International Limited under licence. Photography by Graham Piggott except pages 7, 10, 15. Designed by Black Sun Plc. Printed by CTD. The maps used in this publication are reproduced by permission of Geographers A-Z Map Co Ltd and are based upon the Ordnance Survey Maps with the permission of The Controller of Her Majesty's Stationery Office, © Crown copyright 88381M. 44
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this match amounted to £208,000 (1997, £274,000). As an alternative to being members of the pension plan, employees may opt for a personal pension. The Company will make contributions to these personal pensions instead of its contribution to the main plan. In the year to 31 March 1998 the cost of these contributions amounted to £509,000 (1997, £532,000). The total pension charge for the year was £1,524,000 (1997, £3,359,000). The actuarial valuation at 31 March 1997 showed that the market value of the plan's main assets was £115,000,000, excluding investments valued at £6,400,000 bought with members' additional voluntary contributions and with matching contributions from the Exchange. The actuarial value of the main assets represented 135 per cent of the value of benefits that had accrued to the members, after allowing for expected future increases in earnings. Following the valuation, and following advice from the plan's actuary, the Exchange ceased contributions to the plan for the time being. The Exchange and the plan trustee will keep the funding position of the plan under review. 42 Notes to the financial statements 22. Transactions with related parties During the financial year, no contracts of significance were entered into by the Company or any of its subsidiaries in which the Directors had a material interest. FTSE International Limited Details of transactions with FTSE International are included in note 10. ProShare (UK) Limited During 1997, three of the Company's directors were non-executive directors of ProShare (UK) Limited although for various reasons they have since resigned. The Exchange continues to support the work of ProShare both through a contribution and joint co-operation on specified projects. The Company provided property space to ProShare (UK) Limited for a charge of £59,000 (1997, £55,000). The Company also makes a contribution to the annual expenditure of ProShare (UK) Limited. The contribution during the year was £350,000 (1997, £400,000). 23. Share interests of directors The following directors were each the beneficial owner of one `A' share of the Company as at 1 April 1997 or at subsequent appointment and at 31 March 1998: G F Casey J Kemp-Welch M J P Marks P R Meinertzhagen I G Salter H W H Sants N Sherlock B Solomons
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J Sainsbury plc Annual report and accounts 1998 Our objectives are · To provide shareholders with good financial returns by focusing on customers' needs, adding value through our expertise and innovation, and investing for future growth. · To provide unrivalled value to our customers in the quality of the goods we sell, in the competitiveness of our prices and in the range of choice we offer. · To achieve efficiency of operation, convenience and customer service in our stores, thereby creating as attractive and friendly a shopping environment as possible. · To provide a working environment where there is a concern for the welfare of each member of staff, where all have opportunities to develop their abilities and where each is well rewarded for their contribution to the success of the business. · To fulfil our responsibilities by acting with integrity, maintaining high environmental standards, and contributing to the quality of life of the community. Group profile 1 J Sainsbury plc 1998 at a glance 2 Financial highlights 3 Chairman's statement 4 Group Chief Executive's review 6 Our core values 14 Operating review 20 Financial review 24 Community and the environment 26 Board of Directors 28 Report of the Directors 32 Report of the Remuneration Committee 37 Statement of Directors' responsibilities Auditors' report on corporate governance 38 Auditors' report to the shareholders 39 Accounting policies 40 Group profit and loss account 41 Balance sheets 42 Group cash flow statement 43 Group statement of total recognised gains and losses Reconciliation of movements in equity shareholders' funds 44 Notes to the accounts 58 Ten year financial record 60 Investor information, registered office and advisers J Sainsbury plc is one of the world's leading retailers, operating three separate store chains in the UK, a supermarket chain in the USA and a bank in the UK. Through these operations, it serves over 14.2 million customers a week. Sainsbury's Supermarkets is the largest part of the Sainsbury Group. Established in 1869 by John James and Mary Ann Sainsbury, we are Britain's oldest major food retailing chain and retain the founders' values of high quality, value for money, excellent service and attention to detail. We strive always to be the customer's first choice for food shopping. Sainsbury's Supermarkets serves over 9 million customers a week at 391 supermarkets throughout the UK. Some 370 of our stores are in England, spread across the country from Truro to Whitley Bay. There are also nine stores in Scotland, eight in Wales and four in Northern Ireland. Around
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report to the shareholders 39 Accounting policies 40 Group profit and loss account 41 Balance sheets 42 Group cash flow statement 43 Group statement of total recognised gains and losses Reconciliation of movements in equity shareholders' funds 44 Notes to the accounts 58 Ten year financial record 60 Investor information, registered office and advisers J Sainsbury plc is one of the world's leading retailers, operating three separate store chains in the UK, a supermarket chain in the USA and a bank in the UK. Through these operations, it serves over 14.2 million customers a week. Sainsbury's Supermarkets is the largest part of the Sainsbury Group. Established in 1869 by John James and Mary Ann Sainsbury, we are Britain's oldest major food retailing chain and retain the founders' values of high quality, value for money, excellent service and attention to detail. We strive always to be the customer's first choice for food shopping. Sainsbury's Supermarkets serves over 9 million customers a week at 391 supermarkets throughout the UK. Some 370 of our stores are in England, spread across the country from Truro to Whitley Bay. There are also nine stores in Scotland, eight in Wales and four in Northern Ireland. Around 60 per cent of Sainsbury's supermarkets are in shopping-centre or edge-of-shopping-centre locations and we are committed to urban regeneration. Many of our supermarkets have been built on formerly derelict sites. A large Sainsbury's supermarket sells over 23,000 products. Sainsbury's own brand products account for about 40 per cent of lines. In addition to a wide range of quality food and grocery products, many stores also offer bread freshly baked on the premises; delicatessen, fresh meat and fish counters; pharmacies; coffee shops and restaurants; and petrol stations. Sainsbury's Supermarkets employs around 127,000 people. Of these, 70 per cent are part-time and 30 per cent full-time. Women make up 65 per cent of Sainsbury's Supermarkets' employees. In March 1997, Sainsbury's Supermarkets Ltd was created as a separate Group subsidiary in order to improve management focus. New store openings 1997/8 Kenilworth; Reedswood, Walsall; Blackheath; Burton upon Trent; Halifax; Leigh; Oswestry; Penge; Wantage; Leicester; Coleraine, NI; Walton, Liverpool; Ashbourne;
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60 per cent of Sainsbury's supermarkets are in shopping-centre or edge-of-shopping-centre locations and we are committed to urban regeneration. Many of our supermarkets have been built on formerly derelict sites. A large Sainsbury's supermarket sells over 23,000 products. Sainsbury's own brand products account for about 40 per cent of lines. In addition to a wide range of quality food and grocery products, many stores also offer bread freshly baked on the premises; delicatessen, fresh meat and fish counters; pharmacies; coffee shops and restaurants; and petrol stations. Sainsbury's Supermarkets employs around 127,000 people. Of these, 70 per cent are part-time and 30 per cent full-time. Women make up 65 per cent of Sainsbury's Supermarkets' employees. In March 1997, Sainsbury's Supermarkets Ltd was created as a separate Group subsidiary in order to improve management focus. New store openings 1997/8 Kenilworth; Reedswood, Walsall; Blackheath; Burton upon Trent; Halifax; Leigh; Oswestry; Penge; Wantage; Leicester; Coleraine, NI; Walton, Liverpool; Ashbourne; Calne; Brentwood; Telford; Craigavon, NI; Partick; and Deal. New stores' sales area: 512,000 sq ft. Extensions 1997/8 Worle; Godalming; Rhyl; Frome; Peterborough; Crayford; Balham; Marshall Lake, Solihull; Cannock; Swansea; Kingston; Winterstoke Road, Bristol; and Winchester. Extensions' sales area: 84,000 sq ft. Planned store openings 1998/9 include: Leven; Fulham Palace Rd, London; Hitchin; Swiss Cottage, London; Exeter; Hartley Wintney; Liphook; Newry, NI; Nottingham; Attleborough; Brighouse; Clitheroe; Leeds; Armagh, NI; Chipping Ongar; Sherborne; Chesham; and Tottenham Court Rd, London. Planned stores' sales area: 450,000 sq ft. Planned extensions 1998/9 Major extensions planned at 21 stores. Planned extensions' sales area: 217,000 sq ft. Savacentre was founded in 1975 and we opened our first store in 1977. Savacentre offers superb value for money, attractive prices and a pleasant
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Calne; Brentwood; Telford; Craigavon, NI; Partick; and Deal. New stores' sales area: 512,000 sq ft. Extensions 1997/8 Worle; Godalming; Rhyl; Frome; Peterborough; Crayford; Balham; Marshall Lake, Solihull; Cannock; Swansea; Kingston; Winterstoke Road, Bristol; and Winchester. Extensions' sales area: 84,000 sq ft. Planned store openings 1998/9 include: Leven; Fulham Palace Rd, London; Hitchin; Swiss Cottage, London; Exeter; Hartley Wintney; Liphook; Newry, NI; Nottingham; Attleborough; Brighouse; Clitheroe; Leeds; Armagh, NI; Chipping Ongar; Sherborne; Chesham; and Tottenham Court Rd, London. Planned stores' sales area: 450,000 sq ft. Planned extensions 1998/9 Major extensions planned at 21 stores. Planned extensions' sales area: 217,000 sq ft. Savacentre was founded in 1975 and we opened our first store in 1977. Savacentre offers superb value for money, attractive prices and a pleasant shopping experience for the whole family. Our 13 stores serve over one million customers a week and sell over 60,000 products including food, clothing, household goods, toys, gardening and electrical products. Savacentres are set to become Sainsbury's large store format with all the Sainsbury's attributes of quality, choice and passion for food. Savacentre employs 10,125 people. New store opening 1997/8 Leeds. Sales area: 85,000 sq ft. Homebase was founded in 1979 and the first store opened in 1981. In March 1995, Homebase trebled in size when we acquired Texas Homecare. All former Texas stores now trade as Homebase and most have been converted to the Homebase format. Homebase serves more than one million customers a week at 298 stores throughout the UK. A typical store stocks over 20,000 home improvement and gardening products with a growing emphasis on lifestyle and decorative goods. The Homebase own brand enjoys a high reputation for quality and value for money and accounts for about 29 per cent of sales. Homebase employs 17,000 people. New store openings 1997/8 Eastbourne; Truro; Dagenham; Kirkcaldy; Newbury; Ewell,
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609.56p *Cash equivalent grossed up for tax at 20 per cent. Further information Below are some useful telephone numbers: Information about the AGM, shareholding, dividends and changes to personal details: Computershare Services PLC 0117 930 6600 Information about low cost dealing facilities: The Share Centre 01442 890844 An audio tape of the Annual Review and Summary Financial Statement can be obtained by calling 01435 866102 The Group's Environment Report is available on the Internet and by calling 0800 387504 For general enquiries about Sainsbury's Bank please call 0500 405060 For any other enquiries please contact our Customer Services 0800 636262 Information about the Group may be found on the Internet at: http://www.j-sainsbury.co.uk Financial calendar 1998/9 Dividend and interest payments Ordinary dividend: Final payable 24 July 1998 Interim payable January 1999 8% Irredeemable Unsecured Loan Stock 1 March/1 September £150m 8.25% Notes 2000 22 December $200m 6.625% Notes1999 31 December $200m 6.25% Notes 2002 27 March £200m 7.25% Notes 2002 7 June Other dates Interim results announced October 1998 Interim report circulated November 1998 Results for the year announced June 1999 Report and accounts circulated June 1999 Annual General Meeting July 1999 Registered office and advisers Registered office J Sainsbury plc Stamford House Stamford Street London SE1 9LL Registered number 185647 Registrars Computershare Services PLC PO Box 82 Caxton House Redcliffe Way Bristol BS99 7NH Auditors Coopers & Lybrand 1 Embankment Place London WC2N 6NN Solicitors Denton Hall Five Chancery Lane Clifford's Inn London EC4A 1BU Stockbrokers SBC Warburg Dillon Read 1 Finsbury Avenue London EC2M 2PP Hoare Govett Ltd 4 Broadgate London EC2M 7LE Designed and produced by CGI · Printed by Royle Print Ltd · UK Printed on Zanders Mega-Matt paper made from chlorine-free bleached pulp and awarded the Nordic Swan environmental label.
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22 May 1998 Last date for receipt by Registrars of mandates/revocations (return date) 23 June 1998 Share Dividend Alternative certificates posted 23 July 1998 First date of dealing in new shares 24 July 1998 Shares have been issued in respect of share dividends at the following prices Dividend Interim payment date Issue Final price payment date Issue price 1993/4 17 Jan 1994 406.8p 29 July 1994 389.0p 1994/5 18 Jan 1995 418.2p 28 July 1995 436.4p 1995/6 17 Jan 1996 391.2p 26 July 1996 380.4p 1996/7 15 Jan 1997 349.8p 25 July 1997 362.7p 1997/8 14 Jan 1998 487.65p Cash equivalent of the new shares issued during the year Dividend Cash equivalent Gross income for UK tax purposes* Final 1996/7 paid 25 July 1997 362.7p 453.37p Interim 1997/8 paid 14 January 1998 487.65p 609.56p *Cash equivalent grossed up for tax at 20 per cent. Further information Below are some useful telephone numbers: Information about the AGM, shareholding, dividends and changes to personal details: Computershare Services PLC 0117 930 6600 Information about low cost dealing facilities: The Share Centre 01442 890844 An audio tape of the Annual Review and Summary Financial Statement can be obtained by calling 01435 866102 The Group's Environment Report is available on the Internet and by calling 0800 387504 For general enquiries about Sainsbury's Bank please call 0500 405060 For any other enquiries please contact our Customer Services 0800 636262 Information about the Group may be found on the Internet at: http://www.j-sainsbury.co.uk Financial calendar 1998/9 Dividend and interest payments Ordinary dividend: Final payable 24 July 1998 Interim payable January 1999 8% Irredeemable Unsecured Loan Stock 1 March/1 September £150m 8.25% Notes 2000 22 December $200m 6.
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A N N U A L R E P O R T 1997 4 3 2 1 A mosaic by the artist Professor Sven Ljungberg depicts the history of Stralfors. The work, which measures 8 x 2,5 m and is made up of 150,000 mosaic tiles, can be seen in the reception at the company's Head Office in Ljungby. 1. Thage Strålfors standing beside his first printing press, ''Victoria Cobold", in 1919. 2. The first punched-card press, imported direct from the USA in 1958. 3. The artist Sven Ljungberg supervising the printing of one of his woodcuts. 4. CEO Göthe Parkander, with his eyes on the world and with visions of constantly new goals. CONTENTS Summary of 1997 1 Comments by the Management 2-3 The Stralfors Group 4-5 Business Areas 6-15 Five-year Review 16 Share data 17 Board of Directors' Report 18 Statements of Income 19 Balance Sheets 20 Statement of changes in Financial Position 21 Notes to Financial Statements 22-29 Auditors' Report 30 Board of Directors 31 Group Management 32 ANNUAL GENERAL MEETING The company will hold its Annual General Meeting at 1 p.m. on Wednesday, 22 April, 1998, in the Stralfors personnel building, Ljungby. RIGHT TO PARTICIPATE Shareholders who wish to participate in the Annual General Meeting shall be recorded in the share register maintained by Värdepapperscentralen VPC AB (Swedish Securities Register Center) no later than Thursday, 9 April, 1998. Shareholders whose shares are registered in the name of a trustee should temporarily register these shares with VPC in their own names no later than Thursday, 9 April, 1998. Notice of intention to participate in the Annual General Meeting should be made to Stralfors AB, SE-341 84 Ljungby by telephone on +46 372-85000 or by fax on +46 372-84050 no later than 4 p.m. on Monday, 20 April, 1998. DIVID
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ets 20 Statement of changes in Financial Position 21 Notes to Financial Statements 22-29 Auditors' Report 30 Board of Directors 31 Group Management 32 ANNUAL GENERAL MEETING The company will hold its Annual General Meeting at 1 p.m. on Wednesday, 22 April, 1998, in the Stralfors personnel building, Ljungby. RIGHT TO PARTICIPATE Shareholders who wish to participate in the Annual General Meeting shall be recorded in the share register maintained by Värdepapperscentralen VPC AB (Swedish Securities Register Center) no later than Thursday, 9 April, 1998. Shareholders whose shares are registered in the name of a trustee should temporarily register these shares with VPC in their own names no later than Thursday, 9 April, 1998. Notice of intention to participate in the Annual General Meeting should be made to Stralfors AB, SE-341 84 Ljungby by telephone on +46 372-85000 or by fax on +46 372-84050 no later than 4 p.m. on Monday, 20 April, 1998. DIVIDEND The Board of Directors proposes to pay a dividend of SEK 6.00 per share and that the record date be 27 April, 1998. If the Board's proposal is adopted by the Annual General Meeting, dividends are expected to be distributed on Tuesday, 5 May, 1998. Shareholders are requested to inform the bank offices or institutions conducting their accounts of any change of name or address. FINANCIAL REPORTS Stralfors will be publishing the following financial reports: Report on first three months' operations 1998 on 6 May Report on first six months' operations 1998 on 5 August Report on first nine months' operations 1998 on 4 November Report on 1998 operations on 9 February, 1999 Annual Report 1998 at the beginning of April, 1999 SUMMARY OF 1997 · Increase in net sales of 14% · Increase in income of 11% · Further company acquisitions within the IT branch · Dividend increased to SEK 6 in combination with a bonus issue, split and possibly a new issue of shares INCOME MSEK Net sales 1997 1996 2 268 1 983 Income after financial items 187 167 Capital expenditure 132 130 Return on capital employed %
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END The Board of Directors proposes to pay a dividend of SEK 6.00 per share and that the record date be 27 April, 1998. If the Board's proposal is adopted by the Annual General Meeting, dividends are expected to be distributed on Tuesday, 5 May, 1998. Shareholders are requested to inform the bank offices or institutions conducting their accounts of any change of name or address. FINANCIAL REPORTS Stralfors will be publishing the following financial reports: Report on first three months' operations 1998 on 6 May Report on first six months' operations 1998 on 5 August Report on first nine months' operations 1998 on 4 November Report on 1998 operations on 9 February, 1999 Annual Report 1998 at the beginning of April, 1999 SUMMARY OF 1997 · Increase in net sales of 14% · Increase in income of 11% · Further company acquisitions within the IT branch · Dividend increased to SEK 6 in combination with a bonus issue, split and possibly a new issue of shares INCOME MSEK Net sales 1997 1996 2 268 1 983 Income after financial items 187 167 Capital expenditure 132 130 Return on capital employed % 19,1 20,5 Equity/assets ratio 60,2 59,5 STRATEGY To consolidate our position as market leader within our traditional segments, to further develop concepts/system products, to continue with our intensive research and development activities in order to continuously introduce new products. GOALS To develop, manufacture and deliver products and services for our customers faster, more efficiently and of a higher quality than our competitors, to earn a long-term return of 20 percent on capital employed, to create a good working environment and to promote the personal development of the Group's employees, to provide shareholders with capital growth and a healthy dividend. SECURITY POLICY Stralfors has an established security policy. The aim of the security policy is to enable operations to proceed without disruption in order to satisfy our customers' requirements for quality and delivery reliability. Back-up systems safeguard the dataprocessing operation in the event of fire or breakdowns. THE ENVIRONMENT The aim of the ecocyclical society is that whatever we take from nature shall be used, recycled or disposed of in a manner that does not harm the environment. Stralfors is striving to adapt
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19,1 20,5 Equity/assets ratio 60,2 59,5 STRATEGY To consolidate our position as market leader within our traditional segments, to further develop concepts/system products, to continue with our intensive research and development activities in order to continuously introduce new products. GOALS To develop, manufacture and deliver products and services for our customers faster, more efficiently and of a higher quality than our competitors, to earn a long-term return of 20 percent on capital employed, to create a good working environment and to promote the personal development of the Group's employees, to provide shareholders with capital growth and a healthy dividend. SECURITY POLICY Stralfors has an established security policy. The aim of the security policy is to enable operations to proceed without disruption in order to satisfy our customers' requirements for quality and delivery reliability. Back-up systems safeguard the dataprocessing operation in the event of fire or breakdowns. THE ENVIRONMENT The aim of the ecocyclical society is that whatever we take from nature shall be used, recycled or disposed of in a manner that does not harm the environment. Stralfors is striving to adapt to the ecocyclical society as far as possible by giving the environment high priority. The environmental programme is run as an integral part of the respective company's operational development. This means that the respective Managing Director/ General Manager is ultimately responsible for its implementation. There is an Environmental Manager for the Group whose job it is to develop the environmental programme. Stralfors publishes a separate environmental audit. Net sales MSEK 2500 Income MSEK 250 2000 200 1500 150 1000 100 500 50 0 0 1993 1994 1995 1996 1997 Net sales Income after financial items 1 COMMENTS BY THE MANAGEMENT An eternal truth is that nothing stays the same 1997 can go down as yet another successful year for Stralfors to put behind them. Income increased by 11 percent to MSEK 187 and net sales by 14 percent to MSEK 2,268. These increases depend almost exclusively on organic growth. Only a small proportion is the result of currency changes and recent business through Stralfors Card Systems. The acquisitions of Auriga AB in Sweden and Multi-Supply in
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VIKE AB Vattuniemenkatu 11 FI-00210 HELSINKI 21, Finnland Telefon: +358 9 6152 615 Telefax: +358 9 6152 6200 FRANKREICH STRALFORS FRANCE SA 52, rue du Cantal - Lisses FR-1823 91918 EVRY Cedex, Frankreich Telefon: +33 01 69 11 40 90/99 Telefax: +33 01 69 11 40 92 NORWEGEN STRALFORS AS Alf Bjerckes vei 18, Postboks 253 Alnabru NO-0614 OSLO, Norwegen Telefon: +47 22 72 56 00 Telefax: +47 22 63 11 24 SCHWEIZ GUHL & SCHEIBLER AG Pfeffingerring 201, CH-4147 AESCH, Schweiz Telefon: +41 61 756 20 20 Telefax: +41 61 756 21 00 COLLAMAT STRALFORS AG Pfeffingerring 201, CH-4147 AESCH, Schweiz Telefon: +41 61 756 28 28 Telefax: +41 61 756 29 29 DEUTSCHLAND GUHL & SCHEIBLER GmbH Im Emeren 11, DE-31737 RINTELN, Deutschland Telefon: +49 5751 70 40 Telefax: +49 5751 704 39 USA STRALFORS INTERNATIONAL INC. 3010 Woodcreek Drive, Suite H DOWNERS GROVE, Illinois 60515-5415, USA Telefon: +1 630 271 39 00 Telefax: +1 630 271 39 12 Idee, graphische Gestaltung & Produktion: Maasing Marketing AB, Halmstad, Schweden. Gedruckt mit vegetabilischen Farben auf Papier Galerie Art Silk, das das Umweltzeichen,,Der Schwan`` besitzt. Lizenznr. 444 008. Druck: Tryckmedia i Halmstad AB. Stralfors AB SE-341 84 Ljungby, Schweden Tel: +46 372 850 00, Fax: +46 372 840 50 Internet: www.stralfors.se
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AB (PUBL.) SE-341 84 LJUNGBY, Schweden Besuchsadresse: Helsingborgsvägen 20 Telefon: +46 372 850 00 Telefax: +46 372 840 50 Telefax: +46 372 824 55 Finanzabt. Internet: http://www.stralfors.se BELGIEN STRALFORS nv Industriepark Noord 19 BE-9199 SINT-NIKLAAS, Belgien Telefon: +32 3 780 70 70 Telefax: +32 3 780 70 90 DÄNEMARK STRALFORS DATAPRODUKTER A/S Ejby Industrivej 6 DK-2600 GLOSTRUP, Dänemark Telefon: +45 43 43 43 00 Telefax: +45 43 63 22 25 ENGLAND STRALFORS PLC Tregoniggie Industrial Estate FALMOUTH, Cornwall TR11 4RR, England Telefon: +44 1326 37 27 78 Telefax: +44 1326 37 60 68 FINNLAND OY STRALFORS TIETKONETARVIKE AB Vattuniemenkatu 11 FI-00210 HELSINKI 21, Finnland Telefon: +358 9 6152 615 Telefax: +358 9 6152 6200 FRANKREICH STRALFORS FRANCE SA 52, rue du Cantal - Lisses FR-1823 91918 EVRY Cedex, Frankreich Telefon: +33 01 69 11 40 90/99 Telefax: +33 01 69 11 40 92 NORWEGEN STRALFORS AS Alf Bjerckes vei 18, Postboks 253 Alnabru NO-0614 OSLO, Norwegen Telefon: +47 22 72 56 00 Telefax: +47 22 63 11 24 SCHWEIZ GUHL & SCHEIBLER AG Pfeffingerring 201, CH-4147 AESCH, Schweiz Telefon: +41 61 756 20 20 Telefax: +41 61 756 21 00 COLLAMAT STRALFORS AG Pfeffingerring 201, CH-4147 AESCH, Schweiz Telefon: +41 61 756 28 28 Tele
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Technology Driven, Customer Led Annual Report & Accounts 1998 Johnson Matthey is a world leader in advanced materials technology, applying the latest technical skills to add real value to precious metals and other specialised materials.The company is committed to profitable growth and increasing shareholder returns. The group's principal activities are the manufacture of electronic materials; the production of advanced multilayer printed circuit boards and plastic laminate packages for semiconductors; the manufacture of catalysts and pollution control systems and pharmaceutical compounds; the refining, fabrication and marketing of precious metals and speciality chemicals; and the manufacture of decorative and specialised materials for the ceramic industries. Johnson Matthey has continued to develop its technology for over 180 years, demonstrating the company's ability to maintain world leadership by adapting constantly to rapidly changing customer needs. Rigorous in its own environmental policies, many of Johnson Matthey's products have a beneficial impact on the environment. Johnson Matthey has operations in 38 countries and employs 12,600 people. Its products are sold across the world to a wide range of advanced technology industries. Contents FinancialHighlights1 OperationsOverview 2 Chairman's Statement 4 Chief Executive's Statement 6 Financial Review 8 PreciousMetals 14 Process Catalysts 16 CatalyticSystems 18 Autocatalyst Technology 20 Electronic Materials 22 Wafer Fabrication Materials 24 Ceramic Materials 26 Tile 28 Board of Directors 30 Other Senior Management 32 Corporate Governance 32 Corporate Policies 34 Directors' Report 35 MDRC Report 37 Responsibility of the Directors 44 Report of the Auditors 44 Accounts 45 Principal Subsidiary and Associated Undertakings 68 Shareholder Information 69 Five Year Record 70 Company Details 72 Financial Calendar Inside Back Cover Front Cover and inset:A Coordinate Measuring Machine is used to test critical dimensions against customer specifications on an advanced copper sputtering target for 300mm silicon wafer processing Financial Highlights Total turnover Operating profit* Profit before taxation* 1998 £ million 1997 £ million 3,267.1 2,580.1 --------------------- --------------------- 139.2 116.3 --------------------- --------------------- 130.2 108.3 --------------------- --------------------- Profit before tax and exceptional items £ million 108.3 102.2 96.1 77.0 130.2 Earnings per ordinary share* Dividend per ordinary share Capital expenditure Net borrowings Shareholders' funds * Excluding
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s 18 Autocatalyst Technology 20 Electronic Materials 22 Wafer Fabrication Materials 24 Ceramic Materials 26 Tile 28 Board of Directors 30 Other Senior Management 32 Corporate Governance 32 Corporate Policies 34 Directors' Report 35 MDRC Report 37 Responsibility of the Directors 44 Report of the Auditors 44 Accounts 45 Principal Subsidiary and Associated Undertakings 68 Shareholder Information 69 Five Year Record 70 Company Details 72 Financial Calendar Inside Back Cover Front Cover and inset:A Coordinate Measuring Machine is used to test critical dimensions against customer specifications on an advanced copper sputtering target for 300mm silicon wafer processing Financial Highlights Total turnover Operating profit* Profit before taxation* 1998 £ million 1997 £ million 3,267.1 2,580.1 --------------------- --------------------- 139.2 116.3 --------------------- --------------------- 130.2 108.3 --------------------- --------------------- Profit before tax and exceptional items £ million 108.3 102.2 96.1 77.0 130.2 Earnings per ordinary share* Dividend per ordinary share Capital expenditure Net borrowings Shareholders' funds * Excluding exceptional items pence pence 44.3 36.0 --------------------- --------------------- 17.8 15.5 --------------------- --------------------- 94 95 96 97 98 Earnings per share excluding exceptional items Dividend per share £ million £ million pence 44.3 77.2 82.1 --------------------- --------------------- 225.1 143.7 --------------------- --------------------- 36.0 34.4 33.2 493.3 465.1 27.0 --------------------- --------------------- 17.8 13.5 14.5 15.5 11.4 94 95 96 97 98 Johnson Matthey 1 Operations Overview Precious Metals Turnover £ million Operating Profit £ million Capital Expenditure £ million Net Operating Assets £ million 2,262.2 1,717.9 52.5 44.0
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exceptional items pence pence 44.3 36.0 --------------------- --------------------- 17.8 15.5 --------------------- --------------------- 94 95 96 97 98 Earnings per share excluding exceptional items Dividend per share £ million £ million pence 44.3 77.2 82.1 --------------------- --------------------- 225.1 143.7 --------------------- --------------------- 36.0 34.4 33.2 493.3 465.1 27.0 --------------------- --------------------- 17.8 13.5 14.5 15.5 11.4 94 95 96 97 98 Johnson Matthey 1 Operations Overview Precious Metals Turnover £ million Operating Profit £ million Capital Expenditure £ million Net Operating Assets £ million 2,262.2 1,717.9 52.5 44.0 9.6 9.7 186.9 156.4 97 98 97 98 97 98 97 98 Johnson Matthey's precious metals operations,organised into three global businesses ­ Platinum,Gold and Chemicals. Principal products and services are platinum marketing,platinum fabrication, gold and silver refining, bullion products,chemical products and platinum group metals refining. Catalytic Systems Turnover £ million Operating Profit £ million Capital Expenditure £ million Net Operating Assets £ million 361.6 390.8 45.4 34.1 19.7 161.2 133.3 7.7 97 98 97 98 97 98 97 98 Johnson Matthey's global a u t o c a t a ly s t,d i e s e l,e nv i ro n m e n t a l pollution control and pharmaceutical materials products businesses. Principal products are autocatalysts,diesel cataly
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9.6 9.7 186.9 156.4 97 98 97 98 97 98 97 98 Johnson Matthey's precious metals operations,organised into three global businesses ­ Platinum,Gold and Chemicals. Principal products and services are platinum marketing,platinum fabrication, gold and silver refining, bullion products,chemical products and platinum group metals refining. Catalytic Systems Turnover £ million Operating Profit £ million Capital Expenditure £ million Net Operating Assets £ million 361.6 390.8 45.4 34.1 19.7 161.2 133.3 7.7 97 98 97 98 97 98 97 98 Johnson Matthey's global a u t o c a t a ly s t,d i e s e l,e nv i ro n m e n t a l pollution control and pharmaceutical materials products businesses. Principal products are autocatalysts,diesel catalysts, catalytic industrial pollution control systems,fuel cell catalysts and pharmaceutical materials. 2 Johnson Matthey Electronic Materials Turnover £ million Operating Profit £ million Capital Expenditure £ million Net Operating Assets £ million 438.1 343.7 40.1 30.9 64.2 41.9 220.9 245.4 97 98 97 98 97 98 97 98 Johnson Matthey's worldwide Wafer Fabrication Materials, Assembly Products,Laminate Products and Semiconductor Packages businesses. Principal products are sputtering targets, high purity metals, die attach materials, thermal management materials, assembly services, multilayer printed circuit boards and plastic laminate packages. Ceramic Materials Turnover £ million Operating Profit £ million 157.3 13.2 139.3 9.4 Capital Expenditure £ million Net Operating Assets £ million 14.8 160.2 10.5
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9% 19.4% 17.4% 15.5% 16.8% Johnson Matthey 71 Company Details Registered and Head Office 2-4 Cockspur Street Trafalgar Square London SW1Y 5BQ Telephone:0171 269 8400 Internet address:http://www.matthey.com E-mail:jmpr@matthey.com Registered in England ­ Number 33774 Professional Advisers Auditor KPMG Audit Plc 8 Salisbury Square London EC4Y 8BB Registrars Lloyds Bank Registrars The Causeway Worthing West Sussex BN99 6DA Telephone:01903 502541 Lawyers Herbert Smith Exchange House Primrose Street London EC2A 2HS Taylor Joynson Garrett 50 Victoria Embankment Blackfriars London EC4Y 0DX Brokers SBC Warburg Dillon Read 1 Finsbury Avenue London EC2M 2PP Credit Suisse First Boston de Zoete & Bevan 1 Cabot Square London E14 4QJ Merchant Bankers J. Henry Schroder & Co. 120 Cheapside London EC2V 6DS Greenhill &Co. Regent Gate 56-58 Conduit Street London W1R 9FD 72 Johnson Matthey Financial Calendar 1998 26th June Final ordinary dividend record date 14th July 107th Annual General Meeting (AGM) 3rd August Payment of final dividend subject to declaration at the AGM 1st October Payment of dividend on 3.5% cumulative preference shares 25th November Announcement of results for six months ending 30th September 1998 1999 1st February Payment of interim dividend on ordinary shares 1st April Payment of dividend on 3.5% cumulative preference shares June Announcement of results for year ending 31st March 1999 Johnson Matthey's commitment to care for the environment is embedded in its corporate culture and extends through every operational activity, the processes employed and the materials used.Production of this year's Annual Report is no exception.The laminate on the cover was made using a process free of toxic emissions, the introductory pages are printed on paper manufactured in Switzerland in compliance with the world's most stringent environmental standards,and the accounts section pages are printed on elemental chlorine free paper produced in Germany from sustainable forests. Designed and typeset by Liebling & Cross
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(_2_.0_) _____4_8_0_._6 134.2 450.9 ______(_0_.7_) _____5_8_4_.4_ 143.7 465.1 _______0_._2 _____6_0_9_._0 225.1 493.3 _______6_.1_ _____7_2_4_.5_ 50.5 57.5 150.3 156.3 171.4 65.4 48.2 52.1 82.1 77.2 30.7 27.8 33.1 40.6 45.5 6,287 4,996 5,624 7,452 9,596 20.6% 27.1% 29.8% 30.9% 45.1% 18.3% 20.9% 19.0% 19.1% 19.2% 16.9% 19.4% 17.4% 15.5% 16.8% Johnson Matthey 71 Company Details Registered and Head Office 2-4 Cockspur Street Trafalgar Square London SW1Y 5BQ Telephone:0171 269 8400 Internet address:http://www.matthey.com E-mail:jmpr@matthey.com Registered in England ­ Number 33774 Professional Advisers Auditor KPMG Audit Plc 8 Salisbury Square London EC4Y 8BB Registrars Lloyds Bank Registrars The Causeway Worthing West Sussex BN99 6DA Telephone:01903 502541 Lawyers Herbert Smith Exchange House Primrose Street London EC2A 2HS Taylor Joynson Garrett 50 Victoria Embankment Blackfriars London EC4Y 0DX Brokers SBC Warburg Dillon Read 1 Finsbury Avenue London EC2M 2PP Credit Suisse First Boston de Zoete & Bevan 1 Cabot Square London E14 4QJ Merchant Bankers J. Henry Schroder & Co. 120
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GREAT PORTLAND ESTATES P.L.C. Annual Report & Accounts 1998 1 CORPORATE STATEMENT 4 STATEMENT BY THE CHAIRMAN 9 OPERATING REVIEW 1 6 FINANCIAL REVIEW 2 0 MAJOR PROPERTIES OWNED BY THE GROUP 2 6 DIRECTORS AND ADVISORS 28 CORPORATE GOVERNANCE 2 9 REPORT BY THE AUDITORS ON CORPORATE GOVERNANCE 3 0 REPORT OF THE REMUNERATION COMMITTEE 3 4 REPORT OF THE DIRECTORS 3 6 STATEMENT OF DIRECTORS' RESPONSIBILITIES 3 7 REPORT OF THE AUDITORS 3 8 GROUP PROFIT AND LOSS ACCOUNT 3 9 GROUP BALANCE SHEET 4 0 COMPANY BALANCE SHEET 4 1 GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 4 1 NOTE OF HISTORICAL COST PROFITS AND LOSSES 4 2 GROUP STATEMENT OF CASH FLOWS 4 3 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES 4 3 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 4 3 ANALYSIS OF NET DEBT 4 4 NOTES FORMING PART OF THE ACCOUNTS 5 6 NOTICE OF MEETING 5 8 ANALYSIS OF ORDINARY SHAREHOLDINGS 5 9 FIVE YEAR RECORD 6 0 FINANCIAL CALENDAR IBC SHAREHOLDERS' INFORMATION FRONT COVER AND LEFT: 27/35 MORTIMER STREET, W.1. ­ A 32,000 SQ.FT. REDEVELOPMENT BEHIND A LISTED FAÇADE COMPLETED IN 1997. G R E A T P O R T L A N D E S T A T E S, which became a listed company in 1959, now has a portfolio of properties valued at over £1.5 billion.The objectives of the Group have been to acquire and develop quality buildings in the United Kingdom, and today we own around 10.1 million square feet of commercial space, let to some 1,300 tenants. Our basic strengths remain sound finances and security of income within a well diversified portfolio, coupled with able and 1 CAPITAL VALUE BY TENURE FREEHOLD AND LE
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MOVEMENT IN NET DEBT 4 3 ANALYSIS OF NET DEBT 4 4 NOTES FORMING PART OF THE ACCOUNTS 5 6 NOTICE OF MEETING 5 8 ANALYSIS OF ORDINARY SHAREHOLDINGS 5 9 FIVE YEAR RECORD 6 0 FINANCIAL CALENDAR IBC SHAREHOLDERS' INFORMATION FRONT COVER AND LEFT: 27/35 MORTIMER STREET, W.1. ­ A 32,000 SQ.FT. REDEVELOPMENT BEHIND A LISTED FAÇADE COMPLETED IN 1997. G R E A T P O R T L A N D E S T A T E S, which became a listed company in 1959, now has a portfolio of properties valued at over £1.5 billion.The objectives of the Group have been to acquire and develop quality buildings in the United Kingdom, and today we own around 10.1 million square feet of commercial space, let to some 1,300 tenants. Our basic strengths remain sound finances and security of income within a well diversified portfolio, coupled with able and 1 CAPITAL VALUE BY TENURE FREEHOLD AND LEASEHOLD OVER 900 YEARS 85% LEASEHOLD 50-250 YEARS UNEXPIRED 15% CAPITAL VALUE BY USER OFFICES BY LOCATION OFFICES 54% RETAIL 36% DISTRIBUTION/ INDUSTRIAL 10% CAPITAL VALUE BY LOCATION WEST END - NORTH OF OXFORD ST 15% WEST END - OTHER 11% CITY 14% SOUTH EAST 8% REST OF UK 6% WEST END - NORTH OF OXFORD ST 18% WEST END - OTHER 18% CITY 15% SOUTH EAST 17% REST OF UK 32% 2 We are reaping the benefits of our strategy to enhance the value of the portfolio and to improve the quality of the earnings RESULTS IN BRIEF (Year ended 31st March) Rent receivable Profit before taxation and exceptional items Profit after taxation Earnings per share ­ basic Earnings per share ­ adjusted Dividends per share Net Asset Value per share 1998 £000 107,848 56,280 35,462 9.4p 10.0p 9.0p 262p
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ASEHOLD OVER 900 YEARS 85% LEASEHOLD 50-250 YEARS UNEXPIRED 15% CAPITAL VALUE BY USER OFFICES BY LOCATION OFFICES 54% RETAIL 36% DISTRIBUTION/ INDUSTRIAL 10% CAPITAL VALUE BY LOCATION WEST END - NORTH OF OXFORD ST 15% WEST END - OTHER 11% CITY 14% SOUTH EAST 8% REST OF UK 6% WEST END - NORTH OF OXFORD ST 18% WEST END - OTHER 18% CITY 15% SOUTH EAST 17% REST OF UK 32% 2 We are reaping the benefits of our strategy to enhance the value of the portfolio and to improve the quality of the earnings RESULTS IN BRIEF (Year ended 31st March) Rent receivable Profit before taxation and exceptional items Profit after taxation Earnings per share ­ basic Earnings per share ­ adjusted Dividends per share Net Asset Value per share 1998 £000 107,848 56,280 35,462 9.4p 10.0p 9.0p 262p 1997 £000 97,685 46,026 34,844 10.4p 10.0p 9.0p 212p 3 Statement by the Chairman The highlight of the year was unquestionably the increase in net asset value per share by 24% The period under review has been one of substantial and sustained activity, encompassing £193 million of capital expenditure, £53 million of sales and significant moves on the financing front. Above all, it has been a year which has demonstrated that we are reaping the benefits of our strategy to enhance the value of the portfolio and to improve the quality of the earnings. Indeed, in the Interim Report last November I suggested that we were emerging from the shadows and that the factors prevailing at that time would herald a brighter dawn for the fortunes of the Group ­ and so it has proved. The highlight of the year was unquestionably the increase in net asset value per share by 24% to 262p. This has come on the back of the annual independent valuation of our investment properties by Hillier Parker at £1,579 million, which itself represented an overall uplift of 13%, after taking into account sales and capital expenditure (and, importantly, carries no
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1997 £000 97,685 46,026 34,844 10.4p 10.0p 9.0p 212p 3 Statement by the Chairman The highlight of the year was unquestionably the increase in net asset value per share by 24% The period under review has been one of substantial and sustained activity, encompassing £193 million of capital expenditure, £53 million of sales and significant moves on the financing front. Above all, it has been a year which has demonstrated that we are reaping the benefits of our strategy to enhance the value of the portfolio and to improve the quality of the earnings. Indeed, in the Interim Report last November I suggested that we were emerging from the shadows and that the factors prevailing at that time would herald a brighter dawn for the fortunes of the Group ­ and so it has proved. The highlight of the year was unquestionably the increase in net asset value per share by 24% to 262p. This has come on the back of the annual independent valuation of our investment properties by Hillier Parker at £1,579 million, which itself represented an overall uplift of 13%, after taking into account sales and capital expenditure (and, importantly, carries no potential liability to tax on the capital gain). These figures would have been even more impressive had the Labour Government not altered the status quo by tripling stamp duty within its first ten months in office, thereby effectively devaluing the portfolio by some £30 million, or 8p per share. It is pleasing to note that those sectors where we decided to focus have done well, the cream being Central London with an improvement of 18% and, in particular, a five star performance from the properties north of Oxford Street, which are up by 31%. This is an area where, in the last three years, we have disposed of many smaller buildings (involving in excess of 200 individual tenancies) at "top dollar" prices, leaving ourselves free to simply redirect our management efforts and resources on larger units of accommodation, where demand has been highest. Rental growth has been extraordinarily strong here ­ in some cases reaching 50% on an annualised basis ­ and our reading of the market is exemplified by the speedy lettings of the developments at 95 New Cavendish Street and 27 Mortimer Street, the latter at nearly double our original expectations. The rest of the portfolio has also witnessed consistent rental growth, notably the retail element and, within it, our burgeoning
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ENQUIRIES All enquiries relating to holdings of shares, loan stock, bonds or debentures in Great Portland Estates, including notification of change of address, queries regarding dividend/interest payments or the loss of a certificate, should be addressed to the Company's Registrars: IRG plc, Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Tel: 0181 639 2000. PAYMENT OF DIVIDENDS If you would like your dividends/ interest paid directly into your bank or building society account you should write to IRG plc including details of your nominated account. Although this will enable your dividend/interest to be paid directly into your account, your tax voucher will still be sent to your registered address. PERSONAL EQUITY PLANS (PEPS) Following changes in legislation, the Company can no longer offer PEPs to private shareholders. Existing General and Single Company PEP holders can, however, continue their PEPs under the original arrangements and for further information should contact the Plan Manager at: Bank of Scotland, Personal Equity Plans, PO Box 41, 101 George Street, Edinburgh EH2 3JH. Tel: 0131 243 8053. The Company is currently investigating the possibility of introducing Individual Savings Accounts (ISAs) in Great Portland Estates shares. LOW COST DEALING SERVICE This service provides both existing and prospective shareholders with a simple, postal, low-cost method of buying and selling Great Portland Estates shares. For further information, or a dealing form, contact: Cazenove & Co., 12 Tokenhouse Yard, London EC2R 7AN. Tel: 0171 606 1768. CAPITAL GAINS TAX The market value of the Company's shares (as adjusted for subsequent scrip and rights issues on the basis that the rights were taken up) was 140.25p at 31st March 1982 for the purposes of UK capital gains tax. WEBSITE The Company has a corporate website, which holds, amongst other information, a copy of our latest annual report and accounts, a list of properties held by the Group and copies of all press announcements released over the last twelve months. The site can be found on www.gpe.co.uk. DESIGNED BY DEWE ROGERSON PRODUCED BY LUKE~COLLINS
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Note A: Reserves include surplus on valuation of fixed assets. Note B: Adjusted for scrip and rights issues. Note C: As note B, but excluding the effect of exceptional items and profit/(loss) on sale of investments and investment properties. 58 Financial Calendar Ex-dividend date for 1998/99 final dividend Registration qualifying date for 1998/99 final dividend Annual General Meeting 1998/99 final dividend payable Announcement of 1999/2000 interim results Ex-dividend date for 1999/2000 interim dividend (provisional) Registration qualifying date for 1999/2000 interim dividend (provisional) 1999/2000 interim dividend payable (provisional) Announcement of 1999/2000 full year results (provisional) Note: provisional dates will be confirmed in the 1999/2000 Interim Report. 1999 14th June 18th June 13th July 16th July 16th November 22nd November 26th November 2000 6th January June WESTERN APPROACH, BRISTOL ­ A 312,000 SQ.FT. DISTRIBUTION WAREHOUSE ACQUIRED IN DECEMBER 1997 59 Shareholders' information SHAREHOLDER ENQUIRIES All enquiries relating to holdings of shares, loan stock, bonds or debentures in Great Portland Estates, including notification of change of address, queries regarding dividend/interest payments or the loss of a certificate, should be addressed to the Company's Registrars: IRG plc, Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Tel: 0181 639 2000. PAYMENT OF DIVIDENDS If you would like your dividends/ interest paid directly into your bank or building society account you should write to IRG plc including details of your nominated account. Although this will enable your dividend/interest to be paid directly into your account, your tax voucher will still be sent to your registered address. PERSONAL EQUITY PLANS (PEPS) Following changes in legislation, the Company can no longer offer PEPs to private shareholders. Existing General and Single Company PEP holders can, however, continue their PEPs under the original arrangements and for further information should contact the Plan Manager at: Bank of Scotland, Personal Equity Plans, PO Box 41, 101 George Street, Edinburgh EH2 3JH. Tel:
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CADCENTRE ANNUAL REPORT 1998 ANNUAL REPORT 1998 CADCENTRE CHAIRMAN'S STATEMENT Cadcentre is pleased to be able to report record results with a substantial improvement in profits, earnings and cash in a year which was affected by the economic turmoil in Far Eastern markets. In the year ended 31 March 1998, turnover increased to £17.7 million (1997 : £17.3 million). Improved margins resulted in a 23% increase in operating profits to £2.66 million (1997 : £2.16 million) and profits before tax were 55% higher at £2.75 million (1997 : £1.78 million). Earnings per share increased 44% to 10.30 p (1997 : 7.13p). A final dividend of 2.4 pence per share (net) is proposed (1997:1.6 pence), payable on 21 July 1998 to shareholders on the register at the close of business on 26 June 1998, making a total of 3.6 pence per share for the year. In 1997­98, 84% of Cadcentre's sales arose outside the UK, 64% being invoiced in currencies other than sterling. Although sterling strengthened further during the year, a policy of prudent hedging meant that, compared to budget, currency movements had no material effect on the year's result. The company is pleased to note the relative strengthening of EMU currencies since the end of the year, and will accept contracts in Euro from 1 January 1999. An important factor in the year's trading was the worsening Far East economies ­ an issue which was highlighted in the interim report of 28 November 1997 ­ resulting in the postponement of a number of major industrial projects for which Cadcentre software was to have been used. Development of Cadcentre's international sales and support network has continued. A new sales and support office has been opened during the year in Perth, Western Australia, and new training offices have been opened in the UK near Manchester and in Oslo, Norway. These offices supplement those subsidiaries already operating in France, Germany, the USA and the UK. Whilst paying careful attention to costs, Cadcentre has continued to invest in long term R&D projects and in its respected object-based products to keep them ahead of existing and potential competition. The company is concentrating its new product development on the Windows NT operating system and a series of new
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in currencies other than sterling. Although sterling strengthened further during the year, a policy of prudent hedging meant that, compared to budget, currency movements had no material effect on the year's result. The company is pleased to note the relative strengthening of EMU currencies since the end of the year, and will accept contracts in Euro from 1 January 1999. An important factor in the year's trading was the worsening Far East economies ­ an issue which was highlighted in the interim report of 28 November 1997 ­ resulting in the postponement of a number of major industrial projects for which Cadcentre software was to have been used. Development of Cadcentre's international sales and support network has continued. A new sales and support office has been opened during the year in Perth, Western Australia, and new training offices have been opened in the UK near Manchester and in Oslo, Norway. These offices supplement those subsidiaries already operating in France, Germany, the USA and the UK. Whilst paying careful attention to costs, Cadcentre has continued to invest in long term R&D projects and in its respected object-based products to keep them ahead of existing and potential competition. The company is concentrating its new product development on the Windows NT operating system and a series of new releases are being rolled out. i CHAIRMAN'S STATEMENT Strong cash generation from operations and a tight control on working capital has resulted in net cash balances increasing during the year to £4.58 million (1997 : £1.80 million). The overall results for the year ended 31 March 1998 represent a considerable achievement by the management and staff of the Cadcentre Group. I congratulate them. I particularly want to mention Robin Lee who has recently retired. Before joining the company in 1983 Robin was with ICL for fifteen years and was asked by them to assist the Department of Industry in the privatisation of the Computer Aided Design Centre which became Cadcentre Ltd. He subsequently joined the company and founded the Process Plant Division which was to grow to become the company's only business. Part of the management buy out team in 1994, he has recently been the director responsible for customer technical support, integration services, major account development and corporate IT. He will be greatly missed by the company and by the many friends he has made among our customers around the world. We wish him well. New Customers by Industry 1997/98 Other 8% Education 5% Looking ahead I believe that the combination of new
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releases are being rolled out. i CHAIRMAN'S STATEMENT Strong cash generation from operations and a tight control on working capital has resulted in net cash balances increasing during the year to £4.58 million (1997 : £1.80 million). The overall results for the year ended 31 March 1998 represent a considerable achievement by the management and staff of the Cadcentre Group. I congratulate them. I particularly want to mention Robin Lee who has recently retired. Before joining the company in 1983 Robin was with ICL for fifteen years and was asked by them to assist the Department of Industry in the privatisation of the Computer Aided Design Centre which became Cadcentre Ltd. He subsequently joined the company and founded the Process Plant Division which was to grow to become the company's only business. Part of the management buy out team in 1994, he has recently been the director responsible for customer technical support, integration services, major account development and corporate IT. He will be greatly missed by the company and by the many friends he has made among our customers around the world. We wish him well. New Customers by Industry 1997/98 Other 8% Education 5% Looking ahead I believe that the combination of new releases of products running under NT together with an expanding customer base and improved international representation is expected to result in a satisfactory growth in revenues in the current year. Costs and working capital remain under tight control and budgets have been prepared on the assumption that there will be no exchange rate movement in our favour during the year. Nor does the company assume any improvement in the Far East economic situation. The current year has started well and the Board is confident of achieving a successful outcome for the year to March 1999. Oil & Gas 26% Petrochemical 41% Paper & Pulp 7% Power 7% Pharmaceutical 6% Richard A. King CBE Chairman 15 June 1998 ii CHIEF EXECUTIVE'S REPORT Operations New Offices I am pleased to report that Cadcentre continued to grow strongly during 1997/98, with operating profit up by 23%, profit before tax by 55% and earnings per share by 44%. Revenues from the Americas were up 15% on last year: Cadcentre Inc gained 17 new accounts while agents and distributors in Latin America added a further 10. In France, Cadcentre SA increased its revenues
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releases of products running under NT together with an expanding customer base and improved international representation is expected to result in a satisfactory growth in revenues in the current year. Costs and working capital remain under tight control and budgets have been prepared on the assumption that there will be no exchange rate movement in our favour during the year. Nor does the company assume any improvement in the Far East economic situation. The current year has started well and the Board is confident of achieving a successful outcome for the year to March 1999. Oil & Gas 26% Petrochemical 41% Paper & Pulp 7% Power 7% Pharmaceutical 6% Richard A. King CBE Chairman 15 June 1998 ii CHIEF EXECUTIVE'S REPORT Operations New Offices I am pleased to report that Cadcentre continued to grow strongly during 1997/98, with operating profit up by 23%, profit before tax by 55% and earnings per share by 44%. Revenues from the Americas were up 15% on last year: Cadcentre Inc gained 17 new accounts while agents and distributors in Latin America added a further 10. In France, Cadcentre SA increased its revenues by 75%, while the number of new customers it signed up (13) was second only to North America. Overall, Europe was flat but about £500k of low-margin hardware sales in 1996/97 were replaced by the same amount of highmargin software sales in 1997/98, thus increasing the profit from that region. Revenues from the Asia/Pacific region were down 13% compared with the previous year. The total number of new customers acquired during last year rose to a new record of 66 compared with 50 for the previous year. Cadcentre products are now installed in 49 countries around the world. We expect the East Asian and Pacific markets to continue to be weak throughout financial year 1998/9. Although the Japanese economy as a whole is going through a very difficult period, our customers include some of the largest Japanese corporations whose prospects for the future remain bright. We have therefore concluded that now is an opportune moment to re-establish a direct presence in Japan. We plan to open an office in the Tokyo area during this financial year, transferring some staff from Hong Kong and recruiting others locally. We shall continue to work closely with Kyokuto Boeki Kaisha Limited (KBK), our Japanese distributor for the last 22 years.
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1995 using the projected unit method, consistent with the method used in respect of 1993. The main actuarial assumptions were that: a. salaries would increase by 7% per annum, b. pensions in payment would increase by 3% per annum, and c. the return on scheme investments would be 9% per annum. The market value of the assets of the scheme was £5,703,000 and the actuarial value of the assets was sufficient to cover 99% of the benefits that had accrued to members after allowing for expected future increases in earnings. This deficit, amounting to £46,000, was paid to the fund during the year ended 31 March 1996. The pension charge for the year included no variation to regular cost and amounted to £511,500 (1997 ­ £481,000). The group also operates a defined contribution scheme for US and German employees for which the pension cost charge for the year amounted to £78,500 (1997 ­ £19,000). b) Lease commitments At 31 March 1998 the group had annual commitments under non-cancellable operating leases as follows: Expiring within one year Expiring between two and five years Expiring after five years 1998 1997 Motor Other Motor Other vehicles vehicles £000 £000 £000 £000 47 - 1 - 120 - 91 - - 89 - 89 __________ __________ __________ __________ 167 89 92 89 __________ __________ __________ __________ c) Capital commitments At the end of the year the group and company had capital commitments contracted for but not provided for of £450,000 (1997 ­ £49,000). 30 ANNUAL REPORT 1998 CADCENTRE Head Office CADCENTRE Group plc High Cross Madingley Road Cambridge CB3 0HB UK Tel: +44 (0) 1223 55 66 55 Fax: +44 (0) 1223 55 66 66 email:cadcentregroup@cadcentre.co.uk http://www.cadcentre.co.uk CADCENTRE
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__ __________ 2,869 4,762 1,555 (3,207) __________ __________ 4,424 1,555 __________ __________ 25 Major non-cash transactions During the year the group entered into finance lease arrangements in respect of assets with a total capital value at the inception of the leases of £24,000 (1997: £Nil). 29 Notes to financial statements (continued) 26 Guarantees and other financial commitments a) Pension arrangements The group operates a defined benefit pension plan providing benefits based on final pensionable pay to substantially all UK employees, including part time employees. Administration on behalf of the members is governed by a Trust Deed, and the funds are held and managed by a professional investment manager who is independent of the group. Contributions to the scheme are made in accordance with advice from an independent professionally qualified actuary at rates which are calculated to be sufficient to meet the future liabilities of the scheme. The employees' contributions are fixed as a percentage of salary, the balance being made up by the employer. The last pension valuation was carried out as at 1 April 1995 using the projected unit method, consistent with the method used in respect of 1993. The main actuarial assumptions were that: a. salaries would increase by 7% per annum, b. pensions in payment would increase by 3% per annum, and c. the return on scheme investments would be 9% per annum. The market value of the assets of the scheme was £5,703,000 and the actuarial value of the assets was sufficient to cover 99% of the benefits that had accrued to members after allowing for expected future increases in earnings. This deficit, amounting to £46,000, was paid to the fund during the year ended 31 March 1996. The pension charge for the year included no variation to regular cost and amounted to £511,500 (1997 ­ £481,000). The group also operates a defined contribution scheme for US and German employees for which the pension cost charge for the year amounted to £78,500 (1997 ­ £19,000). b) Lease commitments At 31 March 1998 the group had annual commitments under non-cancellable operating leases as follows: Expiring within one year Expiring between two and five years Expiring after five
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TBI plc, 159 New Bond Street, London W1Y 9PA. Tel: 0171 355 2345, Fax: 0171 491 2378 TBI plc, Conway House, St Mellons Business Park, Fortran Road, St Mellons, Cardiff CF3 OLT. Tel: 01222 360 700, Fax: 01222 361 555 DESIGNED AND PRODUCED BY GOLLEY SLATER & PARTNERS Annual Report & Accounts 1998 Contents CHAIRMAN'S STATEMENT 2 FINANCIAL HIGHLIGHTS 1 CHIEF EXECUTIVE'S REPORT 4 FINANCE DIRECTOR'S REPORT 14 Directors' report 20 Consolidated profit and loss account 23 Balance sheets 24 Consolidated cash flow statement 25 Consolidated statement of 26 total recognised gains and losses Historical cost profits and losses 26 Notes to the financial statements 27 Directors' responsibility statement 48 Auditors' report 49 Report on corporate governance 50 Report of the remuneration committee 51 Report of the auditors on corporate governance 52 Properties valued in excess of £5 million 53 Shareholders' information 54 Summary of financial information for 54 the past four years Advisers 55 Notice of Annual General Meeting 56 Corporate operational information - BOARD OF DIRECTORS 18 Corporate operational information Property Number of properties Number of tenants Total floor space, ft2 Total floor space, m2 Annualised rental income: Gross Net Voids: As a proportion of space As a proportion of rent roll Disposals in the period Acquisitions in the period Analysis of portfolio mix by value: Retail Office Industrial Development and other Analysis of portfolio location by value: South Wales South East England Other At 31 March At 31 March 1998 1997 87 571 2,250,000 210,000 88 563 2,140,000 200,000 £18 million £18 million
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Report of the remuneration committee 51 Report of the auditors on corporate governance 52 Properties valued in excess of £5 million 53 Shareholders' information 54 Summary of financial information for 54 the past four years Advisers 55 Notice of Annual General Meeting 56 Corporate operational information - BOARD OF DIRECTORS 18 Corporate operational information Property Number of properties Number of tenants Total floor space, ft2 Total floor space, m2 Annualised rental income: Gross Net Voids: As a proportion of space As a proportion of rent roll Disposals in the period Acquisitions in the period Analysis of portfolio mix by value: Retail Office Industrial Development and other Analysis of portfolio location by value: South Wales South East England Other At 31 March At 31 March 1998 1997 87 571 2,250,000 210,000 88 563 2,140,000 200,000 £18 million £18 million £15 million £14 million 2% 3% 3% 3% 24 18 23 7 26% 53% 14% 7% 44% 38% 3% 15% 7% 74% 19% 14% 56% 30% Total passengers Charter Schedules Transit At 31 March At 31 March 1998 1997 Belfast International Airport At 31 March At 31 March 1998 1997 Cardiff International Airport At 31 March At 31 March 1998 1997 Orlando Sanford International 574,735 1,908,469 20,944 610,093 1,767,022 38,323 834,649 305,605 31,502 748,119 278,986 23,709 935,873 - 172,496 611,126 - 95,572 Total Terminal passengers Spend per head Net passenger supplement per head 2,504,148 2,415,438 1,171,756
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£15 million £14 million 2% 3% 3% 3% 24 18 23 7 26% 53% 14% 7% 44% 38% 3% 15% 7% 74% 19% 14% 56% 30% Total passengers Charter Schedules Transit At 31 March At 31 March 1998 1997 Belfast International Airport At 31 March At 31 March 1998 1997 Cardiff International Airport At 31 March At 31 March 1998 1997 Orlando Sanford International 574,735 1,908,469 20,944 610,093 1,767,022 38,323 834,649 305,605 31,502 748,119 278,986 23,709 935,873 - 172,496 611,126 - 95,572 Total Terminal passengers Spend per head Net passenger supplement per head 2,504,148 2,415,438 1,171,756 1,050,814 1,108,369 706,698 £2.27 £2.05 £4.35 £4.58 £3.13 n/a* £4.69 £4.78 £4.35 £4.33 £1.55 n/a* Total Charter services Number of tour operators Number of seats (capacity) Scheduled services Number of major airlines Number of seats (capacity) New charter destinations Freight tonnage £6.96 £6.83 17 725,000 7 2,850,000 6 40,511 15 765,000 7 2,760,000 3 37,932 £8.70 24 981,775 4 517,975 4 3,144 £8.91 20 868,500 4 516,640 5 2,938 £4.68 15 1,006,300 13,990 n/a* 11 714
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1,050,814 1,108,369 706,698 £2.27 £2.05 £4.35 £4.58 £3.13 n/a* £4.69 £4.78 £4.35 £4.33 £1.55 n/a* Total Charter services Number of tour operators Number of seats (capacity) Scheduled services Number of major airlines Number of seats (capacity) New charter destinations Freight tonnage £6.96 £6.83 17 725,000 7 2,850,000 6 40,511 15 765,000 7 2,760,000 3 37,932 £8.70 24 981,775 4 517,975 4 3,144 £8.91 20 868,500 4 516,640 5 2,938 £4.68 15 1,006,300 13,990 n/a* 11 714,000 7,982 Some of the services from Belfast International Airport - Amsterdam, Birmingham, Brussels, East Midlands, Edinburgh, Glasgow, Jersey, London Heathrow, London Stansted, Manchester, New York and Shannon. Some of the services from Cardiff International Airport - Amsterdam, Brussels, Dublin, Glasgow, Edinburgh, Orlando, Paris and Toronto. Some of the services to Orlando Sanford International - Belfast, Birmingham, Bristol, Cardiff, East Midlands, Edinburgh, Glasgow, London Gatwick, Luton, Manchester and Newcastle. *This information relating to a period prior to the acquisition by TBI is not available in a reliable form. 120p Financial highlights 100p "THE INCREASE IN share price and dividends PROVIDES A TOTAL RETURN OF more than 175% since 1995." 80p Financial highlights Operating profit Adjusted earnings per share Net dividends per share Net assets per share 1998 £34.5m 1997 £22.5m Change 53% 4.16p 2.31p 80% 60p 1.75p 1.50p 17%
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election. 4. To re-elect as a Director Mr C Scott. 5. To re-appoint Coopers & Lybrand to hold office as Auditors until the conclusion of the next Annual General Meeting and to authorise the directors to fix the Auditor's remuneration. Special Business 6. To consider and if thought fit pass the Ordinary Resolutions contained in a circular dated 23 June 1998 relating to the TBI Sharesave Scheme. 7. To consider and if thought fit pass the Ordinary Resolution contained in a circular dated 23 June 1998 relating to the new Executive Share Option Scheme. 8. To consider and if thought fit pass the following as a Special Resolution: That the authority and power conferred on the Directors by Article 4(B) of the Company's Articles of Association be and are hereby renewed for the period commencing on the passing of this Resolution and ending on the date of the next Annual General Meeting or 7 November 1999 whichever is the earliest. 9. To consider and if thought fit pass the following as a Special Resolution: That provided Resolution 8 above is passed, for the purposes of any allotments made pursuant to Resolution 8 above, then during the period commencing on the passing of Resolution 8 and ending on the date of the next Annual General Meeting or 7th August1999 whichever is the earliest that: a. "the Section 80 Amount" shall be £14,684,052 b. "the Section 89 Amount" shall be £2,202,608 being equivalent to five per cent of the nominal value of the issued capital of the Company. By Order of the Board S R Marshall Secretary 23 June 1998 Notes 1 A member entitled to attend and vote at the meeting hereby convened is entitled to appoint one or more proxies to attend and, on a poll, to vote on the member's behalf. A proxy need not also be a member. 2 To be valid, forms of proxy for use at the meeting must be completed and returned to the Company's registrars, Exchange Registrars Limited, 18 Park Place, Cardiff CF1 3PD so as to arrive no later than 12 noon on 5 August 1998. 3 A copy of all the Directors' service contracts will be available for inspection at the meeting and at least 15 minutes prior to the meeting. None of the Directors offering themselves for re-election has a service contract with the Company or any of its subsidiaries which requires more than twelve months' notice of termination to be given by either party. 56
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, Park Place Cardiff CF1 3DP DTZ Debenham Thorpe Marchmont House, Dumfries Place Cardiff CF1 2RJ Midland Bank plc Poultry and Princes Street London EC2P 2BX National Westminster Bank plc 180 Brompton Road London SW3 1HL 55 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of TBI plc will be held at 12 noon on 7 August 1998 at the Marriott Hotel, Mill Lane, Cardiff for the following purposes: Ordinary Business 1. To receive and adopt the Directors' Report and the audited accounts of the Company and of the Group for the year ended 31 March 1998 together with the Report of the Auditors. 2. Provided that Resolution 1 above is passed, to declare a final dividend for the year ended 31 March 1998 of 1.25 pence net per ordinary share, making with the interim dividend of 0.50 pence net per ordinary share already paid, a total dividend for the year of 1.75 pence net per ordinary share. 3. To re-elect as a Director Mr G S Thomas who retires by rotation and, being eligible, submits himself for re-election. 4. To re-elect as a Director Mr C Scott. 5. To re-appoint Coopers & Lybrand to hold office as Auditors until the conclusion of the next Annual General Meeting and to authorise the directors to fix the Auditor's remuneration. Special Business 6. To consider and if thought fit pass the Ordinary Resolutions contained in a circular dated 23 June 1998 relating to the TBI Sharesave Scheme. 7. To consider and if thought fit pass the Ordinary Resolution contained in a circular dated 23 June 1998 relating to the new Executive Share Option Scheme. 8. To consider and if thought fit pass the following as a Special Resolution: That the authority and power conferred on the Directors by Article 4(B) of the Company's Articles of Association be and are hereby renewed for the period commencing on the passing of this Resolution and ending on the date of the next Annual General Meeting or 7 November 1999 whichever is the earliest. 9. To consider and if thought fit pass the following as a Special Resolution: That provided Resolution 8 above is passed, for the purposes of any allotments made pursuant to Resolution 8 above, then during the period commencing on the passing of Resolution 8 and ending on the date of the next
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Annual report and accounts 1998 Service, quality and environmental leadership Business and financial summary 2 Chairman's statement 4 Group Chief Executive's review 6 Financial review 24 Board of Directors 26 Directors' report 28 Report of the Remuneration Committee 31 Directors' interests 34 Five-year summary 36 Directors' responsibilities 37 Auditors' reports 37 Group profit and loss account 38 Balance sheets 39 Group cash flow statement 40 Statement of total recognised gains and losses 41 Notes to the financial statements 42 Shareholder information 60 1 Severn Trent Plc Contents Severn Trent Plc One of the world's Water leading water, waste and utility Severn Trent Water is a leading provider of water supply and waste water services in the UK, serving a population of approximately eight services companies. Quoted on the million people. London Stock Exchange and listed Waste Biffa Waste Services is one of the leading integrated waste management among the top 100 companies in companies in the UK and Belgium. the UK, the group has a turnover of Services Severn Trent Systems provides a range of utility management more than £1.2 billion and employs information systems, including customer service and network modelling software solutions for electricity, natural gas and water utilities worldwide. some 10,000 people, primarily in the UK, the rest of Europe and Severn Trent Water International provides water and waste water management expertise primarily in Western Europe and North America. North America. Its core values are service, quality and environmental Severn Trent Technology develops and markets new and existing technologies in a number of areas that are key to water and waste water management businesses worldwide. leadership. Property Severn Trent Property develops facilities in the UK, primarily for distribution, retail and industrial sectors. 98 Turnover (% of group total) Water 68 Waste 16 Services 14 Other 2 98 Profit before interest and tax (% of group total) Water 90 Waste 6 Services 3 Other 1 98 No. of employees (% of group total) Water 51 Waste 22 Services 23 Other 4 2 Severn Trent Pl
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leading integrated waste management among the top 100 companies in companies in the UK and Belgium. the UK, the group has a turnover of Services Severn Trent Systems provides a range of utility management more than £1.2 billion and employs information systems, including customer service and network modelling software solutions for electricity, natural gas and water utilities worldwide. some 10,000 people, primarily in the UK, the rest of Europe and Severn Trent Water International provides water and waste water management expertise primarily in Western Europe and North America. North America. Its core values are service, quality and environmental Severn Trent Technology develops and markets new and existing technologies in a number of areas that are key to water and waste water management businesses worldwide. leadership. Property Severn Trent Property develops facilities in the UK, primarily for distribution, retail and industrial sectors. 98 Turnover (% of group total) Water 68 Waste 16 Services 14 Other 2 98 Profit before interest and tax (% of group total) Water 90 Waste 6 Services 3 Other 1 98 No. of employees (% of group total) Water 51 Waste 22 Services 23 Other 4 2 Severn Trent Plc Business and financial summary Operating highlights at a glance Severn Trent Water Direct operating costs reduced by 4.7% (real) Leakage reduced by 40% since 1995 Best ever service levels Biffa Waste Services UK collection volumes up 12% Three more landfills in South of England First collection business in Scotland Severn Trent Services Market leader in chlorine disinfection equipment Laboratories business established in USA Financial highlights at a glance Turnover (£m) Profit before interest (pre-exceptionals) (£m) Profit before tax (pre-exceptionals) (£m) Profit before tax (post-exceptionals) (£m) Earnings per share (pre-exceptionals) (p) Earnings per share (post-exceptionals) (p) Gearing (%) Underlying final dividend (p) Underlying dividends for year (excluding second interim dividend) (p) Second interim dividend (p) Final dividend enhancement (p) Total equity dividends for the year (p) 1998 1,251 447 374 374 94.40* 4.3 47.40 24.37 35.92 3.84 1.36 41.12 1997 1,215
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c Business and financial summary Operating highlights at a glance Severn Trent Water Direct operating costs reduced by 4.7% (real) Leakage reduced by 40% since 1995 Best ever service levels Biffa Waste Services UK collection volumes up 12% Three more landfills in South of England First collection business in Scotland Severn Trent Services Market leader in chlorine disinfection equipment Laboratories business established in USA Financial highlights at a glance Turnover (£m) Profit before interest (pre-exceptionals) (£m) Profit before tax (pre-exceptionals) (£m) Profit before tax (post-exceptionals) (£m) Earnings per share (pre-exceptionals) (p) Earnings per share (post-exceptionals) (p) Gearing (%) Underlying final dividend (p) Underlying dividends for year (excluding second interim dividend) (p) Second interim dividend (p) Final dividend enhancement (p) Total equity dividends for the year (p) 1998 1,251 447 374 374 94.40* 4.3 47.40 24.37 35.92 3.84 1.36 41.12 1997 1,215 444* 391* 367 93.90* 87.2 27.40 22.16 32.66 3.84 ­ 36.50 ±% 3.0 0.8 (4.3) 2.0 0.5 ­ 73.0 10.0 10.0 ­ ­ 12.7 *Excludes effect of £309.6 million Windfall Tax in 1998 (1997: £20 million provision for further restructuring at Severn Trent Water Limited and £4.5 million of exceptional costs associated with the proposed bid for South West Water Plc). 1500 1250 1000 750 500 250 94 95 96 97 98 £m Group turnover 480 400 320 240 160 80 94 95 96 97 Group profit before tax (before exceptional items) 98 £m 120 100 80 60 40 20 94 95 96 97 98 p Earnings per share (before exceptional items) 42 35 28 21 14 7 94 95 96 97 98 p Dividends per share (excluding1997/98 final dividend enhancement) 3 Severn Trent Plc Business and financial
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444* 391* 367 93.90* 87.2 27.40 22.16 32.66 3.84 ­ 36.50 ±% 3.0 0.8 (4.3) 2.0 0.5 ­ 73.0 10.0 10.0 ­ ­ 12.7 *Excludes effect of £309.6 million Windfall Tax in 1998 (1997: £20 million provision for further restructuring at Severn Trent Water Limited and £4.5 million of exceptional costs associated with the proposed bid for South West Water Plc). 1500 1250 1000 750 500 250 94 95 96 97 98 £m Group turnover 480 400 320 240 160 80 94 95 96 97 Group profit before tax (before exceptional items) 98 £m 120 100 80 60 40 20 94 95 96 97 98 p Earnings per share (before exceptional items) 42 35 28 21 14 7 94 95 96 97 98 p Dividends per share (excluding1997/98 final dividend enhancement) 3 Severn Trent Plc Business and financial summary Chairman's statement These results endorse the soundness of the group's strategy. Richard Ireland Chairman Over the past year, the group has continued to make good progress. Severn Trent Water has combined another year of sound financial performance with further improvements in customer service and the excellent quality of both its water and sewerage services. Our nonregulated businesses have achieved further growth. In particular, Biffa had another good year in a highly competitive market. Results Group turnover for the year increased by 3.0% to £1.25 billion (£1.22 billion). The group's profit before tax increased by 2.0% to £374.0 million (£366.5 million). Comparison with last year is not straightforward. Last year there was £24.5 million of exceptional costs and this year there has been £17.8 million of additional interest as a result of the capital restructuring completed in August and September 1997 and the payment of the first instalment of Windfall Tax in December 1997. The group's profit before interest increased by 6.7% to £447.4 million or by 0.8% before last year's exceptional costs. The group's net borrowings increased substantially during the year to finish
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over 100,000 Number of shareholders Percentage of total shareholders % 62,810 60.4 25,453 24.5 14,363 13.8 369 0.3 476 0.4 184 0.2 403 0.4 104,058 100.0 Number of Ordinary Shares million 12.5 17.6 21.4 2.5 11.5 13.0 260.5 339.0 Percentage of Ordinary Shares % 3.7 5.2 6.3 0.7 3.4 3.8 76.9 100.0 Financial calendar Announcement of results The results of the group will normally be published at the following times: Interim results for the six months to 30 September November/December Preliminary results for the year to 31 March June Report and accounts for the year to 31 March July Dividend payments Dividend payments in respect of the year ended 31 March 1998: First interim dividend Second interim dividend Proposed final dividend paid 6 April 1998 payable 6 April 1999 payable 6 April 1999 Annual General Meeting 29 July 1998 at the International Convention Centre, Birmingham Registrars Lloyds Bank Registrars 54 Pershore Road South Kings Norton Birmingham B30 3EP Telephone 0121 433 8000 Severn Trent Plc Registered number: 2366619 Registered office: 2297 Coventry Road Birmingham B26 3PU Telephone 0121 722 4000 98 Shareholders by category of shareholder (% of total shareholders) Individuals and joint accounts 93 Others* 7 98 Shares held by category of shareholder (% of total shares) Individuals and joint accounts 14 Others* 86 *E.g. nominees, other corporate bodies, limited and public limited companies, banks, pension funds and insurance companies 60 Severn Trent Plc Shareholder information Design Addison Photography Robin Broadbent and John Wildgoose Print Pillans & Wilson Greenaway Severn Trent Plc 2297 Coventry Road Birmingham B26 3PU United Kingdom Telephone +44 (0) 121 722 4000 www.severn-trent.com
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Guernsey Telephone 01481 710555 (Insurance Company ­ Incorporated and operational in Guernsey) Directors G M de Cruz J E Langlois J Mann M R Miles P Tandon Severn Trent (Del) Inc 2980 Advance Lane Colmar Pennsylvania 18915 Telephone 001 215 997 6530 (Holding Company ­ Incorporated and operational in the United States of America) Directors K J Kelly R J R Whalen Jr C L Wilkinson Severn Trent Overseas Holdings Limited 2308 Coventry Road Birmingham B26 3JZ Telephone 0121 722 6000 (Holding Company) Directors V Cocker C L Wilkinson # Held directly by the company Country of incorporation, registration and main operation is Great Britain unless otherwise stated. All subsidiary undertakings are wholly owned unless indicated and all shareholdings are in ordinary shares. 59 Severn Trent Plc Notes to the financial statements Shareholder information Analysis of ordinary shareholdings at 31 March 1998 Shareholdings 1 ­ 499 500 ­ 999 1,000 ­ 4,999 5,000 ­ 9,999 10,000 ­ 49,999 50,000 ­ 99,999 over 100,000 Number of shareholders Percentage of total shareholders % 62,810 60.4 25,453 24.5 14,363 13.8 369 0.3 476 0.4 184 0.2 403 0.4 104,058 100.0 Number of Ordinary Shares million 12.5 17.6 21.4 2.5 11.5 13.0 260.5 339.0 Percentage of Ordinary Shares % 3.7 5.2 6.3 0.7 3.4 3.8 76.9 100.0 Financial calendar Announcement of results The results of the group will normally be published at the following times: Interim results for the six months to 30 September November/December Preliminary results for the year to 31 March June Report and accounts for the year to 31 March July Dividend payments Dividend payments in respect of the year ended 31 March 1998: First
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Annual Report 31 March 1998 Carclo Engineering Group PLC Annual Report 31 March 1998 Carclo Engineering Group PLC Contents 1 Financial highlights 1 Five year perspective 2 Chairman's statement 4 Chief executive's review 6 Specialist wire 8 Technical plastics 10 Precision engineering 12 Finance director's review 14 Directors and advisers 15 Directors' report 20 Report of the remuneration committee 25 Report of the auditors 26 Consolidated profit and loss account 26 Statement of total recognised gains and losses 27 Consolidated balance sheet 28 Balance sheet 29 Cash flow statement 30 Notes on the cash flow statement 31 Notes on the accounts 44 Information for shareholders 44 Financial calendar 1998/99 45 Five year summary 46 Notice of meeting Financial highlights and a five year perspective Carclo continues to focus on high value added specialist engineering businesses which combine strong growth potential and cash generation, with the aim of producing above average returns to shareholders. Underlying operating margin - % 98 10.3 97 10.2 96 11.6 95 9.6 94 8.4 Return on shareholders' funds - % 98 16.9 97 13.7 96 15.6 95 15.1 94 12.8 Total turnover - £million 98 181 97 146 96 157 95 174 94 153 Value added per employee - £000 98 28 97 27 96 29 95 26 94 23 Turnover £m Operating profit £m Profit before tax £m Earnings per share Dividend per share Dividend cover - times Net assets per share Total shareholders' funds £m Net debt £m Gearing Market price per share at 31 March Market capitalisation at 31 March 1998 1997 181.2 18.7 17.5 20.7p 11.00p 1.88 122p 75.8 16.3 21% 175p £108m 146.2 13.9 13.6 15.4p 10.75p 1.43 112p 69.7 30.2 43% 200p £123m Carcl
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.9 97 13.7 96 15.6 95 15.1 94 12.8 Total turnover - £million 98 181 97 146 96 157 95 174 94 153 Value added per employee - £000 98 28 97 27 96 29 95 26 94 23 Turnover £m Operating profit £m Profit before tax £m Earnings per share Dividend per share Dividend cover - times Net assets per share Total shareholders' funds £m Net debt £m Gearing Market price per share at 31 March Market capitalisation at 31 March 1998 1997 181.2 18.7 17.5 20.7p 11.00p 1.88 122p 75.8 16.3 21% 175p £108m 146.2 13.9 13.6 15.4p 10.75p 1.43 112p 69.7 30.2 43% 200p £123m Carclo Engineering Group PLC 1 Chairman's statement A year of progress focused on three areas of major success. A general overview Since I took over the Chairmanship of Carclo Engineering Group on 1 January 1997, the prevailing economic environment has been demanding. The effects of the financial crisis in the far east and the impact of the strength of sterling have been well documented. I am pleased therefore to be able to report a year of progress focused on three areas of major success: strategic direction, cash generation and improved performance from Lee Steel Strip. Strategic direction There has been a significant change in emphasis in the group portfolio. This emphasis has been directed towards sectors with higher organic growth potential, as evidenced by the creation of the Carclo Technical Plastics (CTP) division. Cash generation We have reduced our exposure to products and markets likely to be adversely affected in the long term by the economic situation. This gave rise to significant cash generation. Lee Steel Strip The detailed management attention directed at Lee Steel Strip ensured the company achieved an unprecedented improvement in profitability and cash generation following the adverse impact of the external environment in the preceding year. In the year to 31 March 1998 the results showed an increase in profit before tax of 29% to £
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o Engineering Group PLC 1 Chairman's statement A year of progress focused on three areas of major success. A general overview Since I took over the Chairmanship of Carclo Engineering Group on 1 January 1997, the prevailing economic environment has been demanding. The effects of the financial crisis in the far east and the impact of the strength of sterling have been well documented. I am pleased therefore to be able to report a year of progress focused on three areas of major success: strategic direction, cash generation and improved performance from Lee Steel Strip. Strategic direction There has been a significant change in emphasis in the group portfolio. This emphasis has been directed towards sectors with higher organic growth potential, as evidenced by the creation of the Carclo Technical Plastics (CTP) division. Cash generation We have reduced our exposure to products and markets likely to be adversely affected in the long term by the economic situation. This gave rise to significant cash generation. Lee Steel Strip The detailed management attention directed at Lee Steel Strip ensured the company achieved an unprecedented improvement in profitability and cash generation following the adverse impact of the external environment in the preceding year. In the year to 31 March 1998 the results showed an increase in profit before tax of 29% to £17.5 million and cash generation of £25.4 million after net capital investment, equating to 135% of operating profits. The increase in profit and cash generation is a significant achievement and demonstrates clearly our commitment to improving shareholder returns. During the year, we sold two small businesses and a number of surplus properties. We continue to investigate possible acquisitions - those which will significantly progress our clear objective of focusing on high value added growth businesses, particularly in the technical plastics sector. We have been surprised at the high prices other acquisitive parties are prepared to pay, compared to our own careful financial assessment of the opportunity. The group's valuation criteria are firmly underpinned by our cash flow assessment of possible acquisitions. Subsequent to the year end, we acquired the automotive plastics business of Wipac, which has become part of the CTP division. This acquisition plays directly to the strengths of the CTP management team, and is an opportunity to provide strong growth in the future. Dividends In the interim statement published on 8 December 1997 I indicated that it was your board's belief that, as a growing company, we should aim to have dividend cover of 2.0 times or more. This allows sufficient cash retentions on an ongoing basis to
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17.5 million and cash generation of £25.4 million after net capital investment, equating to 135% of operating profits. The increase in profit and cash generation is a significant achievement and demonstrates clearly our commitment to improving shareholder returns. During the year, we sold two small businesses and a number of surplus properties. We continue to investigate possible acquisitions - those which will significantly progress our clear objective of focusing on high value added growth businesses, particularly in the technical plastics sector. We have been surprised at the high prices other acquisitive parties are prepared to pay, compared to our own careful financial assessment of the opportunity. The group's valuation criteria are firmly underpinned by our cash flow assessment of possible acquisitions. Subsequent to the year end, we acquired the automotive plastics business of Wipac, which has become part of the CTP division. This acquisition plays directly to the strengths of the CTP management team, and is an opportunity to provide strong growth in the future. Dividends In the interim statement published on 8 December 1997 I indicated that it was your board's belief that, as a growing company, we should aim to have dividend cover of 2.0 times or more. This allows sufficient cash retentions on an ongoing basis to fund growth opportunities. Your board still believes this to be the case. However, given the major progress in cash generation over the last year, a situation which we anticipate continuing in the present year, your board is recommending an increase of 3.4% in the final dividend. This gives a total dividend for the year of 11.00 pence per share. The dividend is covered 1.9 times by profits and 2.9 times by cash generation, and, on the basis of the mid market price of the shares on 18 June 1998, represents a gross dividend yield of 7.6%. Subject to shareholders' approval, dividend warrants will be posted on 10 September 1998 to ordinary shareholders on the register at close of business on 7 August 1998. 2 Carclo Engineering Group PLC Management and board structure We continue to evolve our executive management capability. During the year, Tez Kurwie joined us as chief executive of the wire division, and new managing directors were appointed at three of our operating subsidiaries. Jim Henderson, executive director responsible for the precision engineering division, intends to retire at the end of this financial year. He has ably led the recovery at Lee Steel Strip and his contribution will be missed. Sir Robin Duthie, who will
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: H G Mutkin 4. To reappoint the auditors and to authorise the directors to fix their remuneration. 5. To consider and, if thought fit, pass the following resolutions: Special resolutions (A) THAT the authority and power conferred on the directors by paragraph (B) of article 9 of the company's articles of association be renewed for the period ending on the date of the annual general meeting in 1999 or on 1 December 1999, whichever is the earlier, and for such prescribed period: (a) the section 80 amount shall be £1,026,238; and (b) the section 89 amount shall be £153,936. (B) THAT the authority and power to repurchase its own shares conferred on the company by paragraph (B) of article 6 of the company's articles of association be renewed for the period ending on the date of the annual general meeting in 1999 or on 1 December 1999, whichever is the earlier, and for such specified period the specified number of ordinary shares shall be 6,157,426. By order of the Board Eric Cook Secretary Fife Street SHEFFIELD 3 July 1998 Notes 1. The register of directors' interests and copies of directors' service agreements and the articles of association of the company will be available for inspection at the registered office and at Linklaters & Paines, One Silk Street, London EC2Y 8HQ during normal business hours on any weekday except Saturday, from the date of the notice until the date of the annual general meeting. They will also be available for inspection at the place of the meeting from 15 minutes prior to and during the meeting. 2. An ordinary shareholder entitled to attend and vote at a meeting of the company, is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member. Forms of proxy must be lodged at the registered office of the company not less than 48 hours before the time of the meeting. A form of proxy is enclosed. 46 Carclo Engineering Group PLC Notes Original 1997 design by Gavin Anderson & Co. 1998 design development and typesetting by Iris Associates Photography and art direction by OCW Advertising Printed by Watmoughs Corporate Print Limited Carclo Engineering Group PLC Carclo House PO Box 224 Fife Street Sheffield S9 1YX Tel: 0114 256 2162 Fax: 0114 261 9686
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6,437 (9,341) 76,703 15.1% n/a 124p 1.7x 48,341 35,585 (2,231) (10,722) 70,973 12.8% 3.1% 115p 1.7x Number of shareholders at 31 March Average number of employees in year Added value per employee 2,363 2,941 £27,585 2,515 2,345 £26,907 2,544 2,338 £29,041 2,694 2,572 £26,472 2,766 2,613 £22,867 Carclo Engineering Group PLC 45 Notice of meeting Notice is hereby given that the seventy fifth annual general meeting of the company will be held at Carclo House, Fife Street, Sheffield on Thursday 3 September 1998 at 3.00 pm to consider and, if thought fit, resolve 1. To adopt the directors' report and accounts for the year ended 31 March 1998. 2. To declare a final dividend of 7.56p per ordinary share of 5p. 3. To re-elect as a director: H G Mutkin 4. To reappoint the auditors and to authorise the directors to fix their remuneration. 5. To consider and, if thought fit, pass the following resolutions: Special resolutions (A) THAT the authority and power conferred on the directors by paragraph (B) of article 9 of the company's articles of association be renewed for the period ending on the date of the annual general meeting in 1999 or on 1 December 1999, whichever is the earlier, and for such prescribed period: (a) the section 80 amount shall be £1,026,238; and (b) the section 89 amount shall be £153,936. (B) THAT the authority and power to repurchase its own shares conferred on the company by paragraph (B) of article 6 of the company's articles of association be renewed for the period ending on the date of the annual general meeting in 1999 or on 1 December 1999, whichever is the earlier, and for such specified period the specified number of ordinary shares shall be 6,157,426. By order of the Board Eric Cook Secretary Fife Street SHEFFIELD 3 July 1998 Notes 1. The register of directors' interests and copies of directors' service agreements and the
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Annual Report and Accounts 1998 INVESTORS IN PEOPLE Front Cover: Conservation at Three Mills ­ an antique gin still preserved in the new restaurant. CONTENTS IFC Locations 1 Corporate Statement 2 Financial Highlights 3 Five Year Summary 4 Chairman's Statement 7 Operating and Financial Review 28 Report of the Remuneration Committee 31 Report of the Directors 36 Corporate Governance 39 Auditor's Report 40 Consolidated Profit and Loss Account 41 Balance Sheets 42 Cash Flow Statement and Notes to Statement 44 Accounting Policies 45 Notes to the Accounts 55 Notice of Annual General Meeting 57 Directors, Officers and Advisers The Executive Board ­ New Studios at Three Mills CORPORATE STATEMENT Workspace Group is a specialised property investment business devoted to the provision of small unit light industrial, studio and office workspace for new and emerging businesses. The Group assists new and existing small businesses by creating affordable accommodation for rent on flexible and user-friendly terms and by providing ancilliary supplies and services on favourable terms. The Group aims to achieve an attractive financial return for its shareholders whilst at the same time providing a service to small business communities and encouraging urban regeneration and co-operation between the private and public sectors. Workspace Group conducts its affairs in an ethical manner and recognises that the best interests of its shareholders are served by actions which acknowledge the shared interests which it has with its customers, employees and the wider community. WORKSPACE GROUP PLC 1 FINANCIAL HIGHLIGHTS 1998 Turnover up 24% to £21.2 million (1997 ­ £17.1 million). Annual rent roll up 15% to £16.9 million at 31 March 1998 (1997 ­ £14.8 million). Pre-tax profits up 31% to £6.3 million. (up 16% to £5.6 million if profit arising on sale of properties is excluded). Post-tax profits up 28% to £4.9 million. (up 12% to £4.3 million if profit arising on sale of properties is excluded). Earnings per share up 27% from 24.7p to 31.3p. (up 11% to 27.5p if profit arising on sale of properties is excluded). Value of investment property portfolio increased to £161.3 million (1997 ­ £125.6 million). Independent valuation of properties resulted in an uplift of 10.1% for the year. Net assets per ordinary share increased by 25% to £5
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an ethical manner and recognises that the best interests of its shareholders are served by actions which acknowledge the shared interests which it has with its customers, employees and the wider community. WORKSPACE GROUP PLC 1 FINANCIAL HIGHLIGHTS 1998 Turnover up 24% to £21.2 million (1997 ­ £17.1 million). Annual rent roll up 15% to £16.9 million at 31 March 1998 (1997 ­ £14.8 million). Pre-tax profits up 31% to £6.3 million. (up 16% to £5.6 million if profit arising on sale of properties is excluded). Post-tax profits up 28% to £4.9 million. (up 12% to £4.3 million if profit arising on sale of properties is excluded). Earnings per share up 27% from 24.7p to 31.3p. (up 11% to 27.5p if profit arising on sale of properties is excluded). Value of investment property portfolio increased to £161.3 million (1997 ­ £125.6 million). Independent valuation of properties resulted in an uplift of 10.1% for the year. Net assets per ordinary share increased by 25% to £5.23. Dividend up 2p per share to 17p (13.3% increase). 2 WORKSPACE GROUP PLC FIVE YEAR SUMMARY 1994-98 Rent receivable Service charges and other income 1998 £000 16,593 4,623 1997 £000 13,498 3,648 1996 £000 11,200 2,816 1995 £000 7,802 2,024 1994 £000 5,507 1,365 Turnover 21,216 17,146 14,016 9,826 6,872 Profit before taxation* Profit after taxation* Earnings per Ordinary Share (pence)* Dividends per Ordinary Share (pence) 6,308 4,828 4,161 2,427 933 4,882 3,824 3,293 2,272 752 31.3 24.7 21.3 20.2 12.5 17.0 15.0
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.23. Dividend up 2p per share to 17p (13.3% increase). 2 WORKSPACE GROUP PLC FIVE YEAR SUMMARY 1994-98 Rent receivable Service charges and other income 1998 £000 16,593 4,623 1997 £000 13,498 3,648 1996 £000 11,200 2,816 1995 £000 7,802 2,024 1994 £000 5,507 1,365 Turnover 21,216 17,146 14,016 9,826 6,872 Profit before taxation* Profit after taxation* Earnings per Ordinary Share (pence)* Dividends per Ordinary Share (pence) 6,308 4,828 4,161 2,427 933 4,882 3,824 3,293 2,272 752 31.3 24.7 21.3 20.2 12.5 17.0 15.0 13.0 10.0 7.0 Properties at valuation Less net liabilities Less: long term indebtedness 161,295 (5,761) (72,489) 125,562 (7,636) (53,327) 103,817 (12,906) (37,620) 81,710 (2,068) (27,949) 54,645 (560) (24,608) Net assets 83,045 64,599 53,291 51,693 29,477 Net assets per Ordinary Share £5.23 £4.17 £3.44 £3.34 £3.22 *1998 figures include £692,000 profit before tax (£592,000 after tax) arising on sale of properties. WORKSPACE GROUP PLC 3 CHAIRMAN'S STATEMENT The pace of the Group's advance quickened in 1997/98, with a substantial volume of new acquisitions, portfolio improvements and rising occupancy and rental levels all contributing to strong financial results. For the
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13.0 10.0 7.0 Properties at valuation Less net liabilities Less: long term indebtedness 161,295 (5,761) (72,489) 125,562 (7,636) (53,327) 103,817 (12,906) (37,620) 81,710 (2,068) (27,949) 54,645 (560) (24,608) Net assets 83,045 64,599 53,291 51,693 29,477 Net assets per Ordinary Share £5.23 £4.17 £3.44 £3.34 £3.22 *1998 figures include £692,000 profit before tax (£592,000 after tax) arising on sale of properties. WORKSPACE GROUP PLC 3 CHAIRMAN'S STATEMENT The pace of the Group's advance quickened in 1997/98, with a substantial volume of new acquisitions, portfolio improvements and rising occupancy and rental levels all contributing to strong financial results. For the first time profits derived from sales of investment properties contribute to the results. The Group took advantage of a favourable market to commence the disposal of certain underperforming properties and was able to reinvest proceeds in better quality stock showing an improved initial yield. THE YEAR 1997/98 In September 1997 the Group commissioned a I am pleased to report that pre-tax profits study by the Investment Property Databank (IPD). increased by 31% to £6.3 million and, post-tax The IPD embraces more than 200 portfolios earnings per share by 27% to 31.3 pence. These owned by institutions, managed funds and figures include, for the first time, profits arising property companies with an aggregate value in from the sale of investment properties amounting excess of £65 billion. I am pleased to say that the to £0.7 million. The Board is recommending a final IPD's first report on the ungeared returns achieved dividend of 12p making 17p for the year, an by the Workspace portfolio shows the Group's increase of 13.3%. performance since flotation
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x Denotes those properties that were acquired during the year to 31 March 1998. Denotes properties held on 999 year lease with option to purchase the freehold. Denotes properties with a value in excess of £5 million at 31 March 1998. Property sold after the year end. 60 WORKSPACE GROUP PLC HISTORY OF THE GROUP Workspace Group PLC (formerly known as London Industrial PLC) was established in 1987 by Inner City Enterprises as the vehicle for the privatisation of part of the former Greater London Council's industrial property portfolio. The Company commenced trading on 10 July 1987 with additional capital of £16.7 million subscribed by a group of 12 institutions, and on that date acquired from the London Residuary Body a portfolio of 18 small-unit multi-tenanted industrial estates comprising some 710,000 sq ft of floor space divided into nearly 600 lettable units with over 410 tenants. The estates were all located in Greater London, predominantly in East London. The participating institutions regarded Workspace Group as an experimental venture designed to produce attractive financial returns from the active management of high yielding secondary property providing affordable, flexible workspace for small businesses. The Group raised £13.9 million net of costs by way of a placing of new ordinary shares when the Group was floated on the London Stock Exchange in December 1983 and £20 million net of expenses from a placing and open offer of ordinary shares in December 1994 to finance the purchase of a portfolio of industrial estates primarily in the West Midlands. Subsequently the Group has obtained loan finance from various sources to finance a stream of individual acquisitions whilst maintaining gearing within a maximum level of 120% of shareholders funds. Over the years the portfolio has steadily increased in size and geographical coverage so that by 31 March 1998 it comprised 75 estates with over 3.8 million sq ft of floorspace divided into 2,620 lettable units of which with 2,272 were let and occupied by tenants. The portfolio is located predominantly in (a) London and the South East and (b) the Midlands. The portfolio is owned by the holding company and certain subsidiaries. In the Midlands the estates trade under the name Midlands Workspace and in London and South East under the name London Workspace. In July 1997 the Group changed its name from London Industrial PLC to Workspace Group PLC. Produced by Stephen Duke Limited 0171-490 2122 Designed by OCK Creative Ltd ­ Photography by Robert Greshoff
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26 Single storey light industrial estate 12 Single storey light industrial estate 6 Single storey light industrial estate 64 Business Centre 135 Single storey light industrial estate 20 Single storey light industrial estate 10 Single storey light industrial estate 21 Single storey light industrial estate 31 Single storey light industrial estate 29 Single storey light industrial estate 28 Single storey light industrial estate 20 Single storey light industrial estate 20 Single storey light industrial estate 10 Single storey light industrial estate 9 Single storey light industrial estate 12 Single storey light industrial estate 585 2,620 Tenure Long Leasehold Freehold Long Leasehold Freehold Long Leasehold (granted after 31.3.98) Long Leasehold Freehold Freehold Long Leasehold Long Leasehold Long Leasehold Long Leasehold Virtual Freehold Long Leasehold Long Leasehold Long Leasehold Long Leasehold Freehold Long Leasehold Long Leasehold Long Leasehold Long Leasehold Long Leasehold Long Leasehold x Denotes those properties that were acquired during the year to 31 March 1998. Denotes properties held on 999 year lease with option to purchase the freehold. Denotes properties with a value in excess of £5 million at 31 March 1998. Property sold after the year end. 60 WORKSPACE GROUP PLC HISTORY OF THE GROUP Workspace Group PLC (formerly known as London Industrial PLC) was established in 1987 by Inner City Enterprises as the vehicle for the privatisation of part of the former Greater London Council's industrial property portfolio. The Company commenced trading on 10 July 1987 with additional capital of £16.7 million subscribed by a group of 12 institutions, and on that date acquired from the London Residuary Body a portfolio of 18 small-unit multi-tenanted industrial estates comprising some 710,000 sq ft of floor space divided into nearly 600 lettable units with over 410 tenants. The estates were all located in Greater London, predominantly in East London. The participating institutions regarded Workspace Group as an experimental venture designed to produce attractive financial returns from the active management of high yielding secondary property providing affordable, flexible workspace for small businesses. The Group raised £13.9 million net of costs by way of
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De La Rue Annual Report 1998 As the world's leading cash to cards group, De La Rue is a trusted partner worldwide in all areas of secure transactions. We provide innovative cash, cash handling, identity and cards based products and services that keep governments and commerce two steps ahead of the counterfeiter. Contents 1 Financial Highlights 2 Group Profile 6 Chairman's Statement 8 Operational Review 18 Financial Review 22 Directors 24 Directors' Report 27 Remuneration Report 31 Auditors' Report on Corporate Governance and Auditors' Report 32 Group Profit and Loss Account 33 Balance Sheets 34 Group Cash Flow Statement 35 Group Statement of Total Recognised Gains and Losses 36 Accounting Policies 38 Notes to the Accounts 53 Five Year Record 54 Principal Subsidiaries, Branches and Associated Companies 56 Shareholders' Information 57 Operational Headquarters De La Rue 1 Financial highlights Turnover Profit* Headline earnings per share Dividend per share Net debt *(before tax, reorganisation costs and exceptional items) 1998 £790.2m £92.1m 30.8p 12.0p £121.3m 1997 £768.2m £120.2m 34.8p 24.0p £58.9m 2 Annual Report 1998 The 2700 high function desktop currency counter provides counting capability on mixed or single sized currency and can process 1,500 notes per minute at top speed. Cash management solutions from De La Rue include deposit processing software (DeprosTM) and cash forecasting software (PrognisTM). The 5000 series banknote sorters provide accurate and secure counterfeit detection and condition analysis, sorting and packing banknotes at high speed. The Mach 12 is a fast and accurate coin sorter/counter suitable for high volume applications. It is capable of processing up to nine denominations at speeds of up to 6,000 coins per minute. The TCR 3000 is for the acceptance and re-issue of banknotes. Designed to process personal deposits and withdrawals of up to 50 notes per transaction, it provides complete note storage flexibility. This is De La Rue De La Rue All others Market position Cash handling products Counters Teller cash dispensers Available ATM mechanisms Large/medium sorters Desktop sorters Cash Systems As the overall worldwide demand for cash increases, Cash Systems continues to provide cash handling and physical security products to central and commercial banks as
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0p £58.9m 2 Annual Report 1998 The 2700 high function desktop currency counter provides counting capability on mixed or single sized currency and can process 1,500 notes per minute at top speed. Cash management solutions from De La Rue include deposit processing software (DeprosTM) and cash forecasting software (PrognisTM). The 5000 series banknote sorters provide accurate and secure counterfeit detection and condition analysis, sorting and packing banknotes at high speed. The Mach 12 is a fast and accurate coin sorter/counter suitable for high volume applications. It is capable of processing up to nine denominations at speeds of up to 6,000 coins per minute. The TCR 3000 is for the acceptance and re-issue of banknotes. Designed to process personal deposits and withdrawals of up to 50 notes per transaction, it provides complete note storage flexibility. This is De La Rue De La Rue All others Market position Cash handling products Counters Teller cash dispensers Available ATM mechanisms Large/medium sorters Desktop sorters Cash Systems As the overall worldwide demand for cash increases, Cash Systems continues to provide cash handling and physical security products to central and commercial banks as well as to the retail, leisure and transportation sectors in over 100 countries. Products include banknote counters, banknote and coin sorters, cash recyclers and dispensers as well as ATM dispensing mechanisms and cash management software. The company has a particularly strong market share in desktop sorters, teller cash dispensers and in the available ATM mechanisms market (see chart). De La Rue's expertise and understanding of processing cash within many different national cash cycles helps organisations cut the costs of handling cash by minimising duplication which, in turn, maximises customer service. De La Rue 3 Most people in the world today carry a De La Rue product. De La Rue produces over half the world's travellers cheques, from its factories in the US and UK. The company's stamp production includes prestigious Royal Mail commemorative issues, as well as revenue stamps for private sector companies and fiscal stamps for many governments. In addition to supplying security printed vouchers worldwide, the business is also involved in the production of cheques, bonds, tickets and other high security documents. Foils and optically variable devices are effective banknote security features used in some of the 150 national currencies with which De La Rue is involved.
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well as to the retail, leisure and transportation sectors in over 100 countries. Products include banknote counters, banknote and coin sorters, cash recyclers and dispensers as well as ATM dispensing mechanisms and cash management software. The company has a particularly strong market share in desktop sorters, teller cash dispensers and in the available ATM mechanisms market (see chart). De La Rue's expertise and understanding of processing cash within many different national cash cycles helps organisations cut the costs of handling cash by minimising duplication which, in turn, maximises customer service. De La Rue 3 Most people in the world today carry a De La Rue product. De La Rue produces over half the world's travellers cheques, from its factories in the US and UK. The company's stamp production includes prestigious Royal Mail commemorative issues, as well as revenue stamps for private sector companies and fiscal stamps for many governments. In addition to supplying security printed vouchers worldwide, the business is also involved in the production of cheques, bonds, tickets and other high security documents. Foils and optically variable devices are effective banknote security features used in some of the 150 national currencies with which De La Rue is involved. Mould-made watermarks in Portals paper provide an excellent public recognition feature which is built in right at the start of manufacture. Commercial currency market About 10% of the total currency market is available to commercial manufacturers. Ninety per cent is done by state printing works. De La Rue has approximately three-fifths of the commercial banknote market share Other banknote printers Security Paper and Print With a history that goes back 140 years in banknotes and 270 years in banknote paper, De La Rue is the world's leading commercial producer of banknotes. Having about three-fifths of the available worldwide banknote market (see chart) and around two-fifths of the available banknote paper market, the company has five banknote and two security paper factories around the world. Security Paper and Print is also a major player in the highly competitive cheques, travellers cheques, vouchers, certificates and bonds market as well as being a leading producer of stamps. The company offers the only commerical counterfeit analysis facility in the world. 4 Annual Report 1998 Optical microstructures such as holograms are being used increasingly in the fields of recorded music, video and computer software, to guarantee the integrity of copyright material
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Mould-made watermarks in Portals paper provide an excellent public recognition feature which is built in right at the start of manufacture. Commercial currency market About 10% of the total currency market is available to commercial manufacturers. Ninety per cent is done by state printing works. De La Rue has approximately three-fifths of the commercial banknote market share Other banknote printers Security Paper and Print With a history that goes back 140 years in banknotes and 270 years in banknote paper, De La Rue is the world's leading commercial producer of banknotes. Having about three-fifths of the available worldwide banknote market (see chart) and around two-fifths of the available banknote paper market, the company has five banknote and two security paper factories around the world. Security Paper and Print is also a major player in the highly competitive cheques, travellers cheques, vouchers, certificates and bonds market as well as being a leading producer of stamps. The company offers the only commerical counterfeit analysis facility in the world. 4 Annual Report 1998 Optical microstructures such as holograms are being used increasingly in the fields of recorded music, video and computer software, to guarantee the integrity of copyright material in an area where piracy has become an issue of major international concern. As the world's leading independent passport manufacturer, De La Rue produces passports for around 60 countries. Land Rover, and many other companies, have incorporated De La Rue optical microstructures into product packaging and labelling, providing a powerful defence against counterfeiting and tampering, thus safeguarding brand reputation. Just some of the identification documents issued by De La Rue in use around the world today. De La Rue Identity Systems issues the most secure drivers licences in the world, including this one for New York State. Identity Systems The company specialises in providing total solutions for government identification markets, including biometrics, driving licences, national identification, passport and immigration, health and welfare projects and electronic benefits applications. Brand Protection Launched as a separate business in January 1998, Brand Protection is the first of its kind in the world to offer a one stop shop service to combat the growing problem of counterfeit and fraud among well known consumer brands. De La Rue is targeting the distilling, pharmaceutical, software and entertainment industries, and offers a whole range of solutions including security print, optically variable devices, holograms, mould made paper and security threads ­ all of which
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01256 329 122 Fax: 01256 842 509 q q 00000 United States of America 000000005 De La Rue Card Systems 4250 Pleasant Valley Road, Chantilly, Virginia 20151, USA Tel: 00 1 703 263 0100 Fax: 00 1 703 263 0503 De La Rue Card Systems 13860 Redskin Drive, Herndon, Virginia 20171, USA Tel: 00 1 703 707 0100 Fax: 00 1 703 707 0716 De La Rue Card Systems 2764 Golf View Drive, Naperville, Illinois 60563, USA Tel: 00 1 630 369 5400 Fax: 00 1 630 369 5999 De La Rue Card Systems 266 Lindbergh Avenue, Livermore, California 94550, USA De La Rue Card Systems 1 International Business Park, Tel: 00 1 510 449 5300 Fax: 00 1 510 449 8219 #04-17 The Synergy, Singapore 609917 Tel: 00 65 89 99 195 Fax: 00 65 56 18 070 q q 00000 South Africa 000000005 De La Rue Card Systems PO Box 806, Rivonia 2128, South Africa Tel: 00 27 11 80 36703 Fax: 00 27 11 80 36737 De La Rue Card Systems Oaklands Corporate Center, 523 James Hance Court, Exton, Pennsylvania 19341, USA Tel: 00 1 610 524 2410 Fax: 00 1 610 524 2412 De La Rue Card Systems Royal Centre One, 11675 Great Oaks Way, Suite 115, Alpharetta, GA 30022-2408 Tel: 00 1 770 569 8859 Fax: 00 1 770 521 9726 De La Rue Identity Systems Swan Street Building, Core 4, Albany, NY 12228, USA Designed and produced by Pauffley, London. Type origination by Wordwork plc. Printed in England by CTD Printers Ltd. Every attempt has been made to ensure this report is as environmentally-friendly as possible. The paper used is made from a base pulp extracted from the timber of sustainably managed forests and bleached with oxygen. De La Rue plc 6 Agar Street London WC2N 4DE Telephone: 0171-836 8383 Facsimile: 0171-240 4224 www.delarue.com
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, Tel: 00 39 39 203 6545 Fax: 00 39 39 203 6301 q q 00000 Northwich, Cheshire, CW9 7RA, England Tel: 01606 305 300 Fax: 01606 305 301 Malaysia 000000005 De La Rue Identity Systems 1302 Level 13 Menara PJ, Amcorp Trade Centre, 18 Jln Persiaran Barat 46200 Petaling Jaya, Selangor, Malaysia Tel: 603 756 1757/8 Fax: 603 756 1907 q q 00000 The Netherlands 000000005 De La Rue Card Systems Fischerpad 100, 6135 KS Sittard, The Netherlands Tel: 00 31 46 420 2400 Fax: 00 31 46 420 2401 q q 00000 Portugal 000000005 De La Rue Card Systems Rue Prof Fernando Fonsea 26, 1800 Lisboa, Portugal Tel: 00 351 1 757 0773 Fax: 00 351 9 16 31193 q q 00000 Singapore 000000005 De La Rue Identity Systems De La Rue House, Jays Close, Viables, Basingstoke, Hampshire RG22 4BS, England Tel: 01256 329 122 Fax: 01256 842 509 q q 00000 United States of America 000000005 De La Rue Card Systems 4250 Pleasant Valley Road, Chantilly, Virginia 20151, USA Tel: 00 1 703 263 0100 Fax: 00 1 703 263 0503 De La Rue Card Systems 13860 Redskin Drive, Herndon, Virginia 20171, USA Tel: 00 1 703 707 0100 Fax: 00 1 703 707 0716 De La Rue Card Systems 2764 Golf View Drive, Naperville, Illinois 60563, USA Tel: 00 1 630 369 5400 Fax: 00 1 630 369 5999 De La Rue Card Systems 266 Lindbergh Avenue, Livermore, California 94550, USA De La Rue Card Systems 1 International Business Park, Tel: 00 1 510 449 5300 Fax: 00 1 510 449 8219 #04-17 The Synergy, Singapore 609917 Tel: 00 65 89 99 195 Fax: 00 65 56 18 070 q q 00000 South Africa 000000005 De La Rue Card Systems PO Box 806, Rivonia 2
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London Merchant Securities plc LMS Report and Accounts 1998 The LMS Group is principally engaged in property development and investment, with major investments in communications and leisure enterprises Contents Directorate and Administration 3 The Chairman's Review 4 Operating and Financial Review 6 Report of the Directors 8 Corporate Governance 11 Report of the Remuneration Committee 13 Auditors' Report 16 Consolidated Profit and Loss Account 17 Statement of Consolidated Total Recognised Gains and Losses 18 Note of Historical Cost Profits and Losses 18 Reconciliation of Movements in Equity Shareholders' Funds 18 Balance Sheets 19 Consolidated Cash Flow Statement 20 Notes on the Accounts 21 Principal Subsidiary, Associated and Other Undertakings 34 Management of Principal Subsidiary Undertakings 35 Five Year Summary 36 Notice of Annual General Meeting 37 Notice of Meeting of the holders of Ordinary shares 39 Notice of Meeting of the holders of Deferred Ordinary shares 40 Directorate and Administration Directors The Lord Rayne Chairman P.J. Grant, CBE Deputy Chairman* N.G.E. Driver Joint Managing Director The Hon. R.A. Rayne Joint Managing Director J.N. Butterwick* G.C. Greene, CBE* W. Millsom, OBE* The Lord Remnant, cvo* R.F.J. Spier Finance Director M. Waldron Secretary *Non-executive directors The Audit and Remuneration Committees comprise all the non-executive directors Auditors KPMG Audit Plc London Trustee for 73/4 per cent. Convertible Unsecured Loan Stock 2000/2005 Alliance Assurance Company Limited London Trustee for 10 per cent. First Mortgage Debenture Stock 2018 The Law Debenture Trust Corporation p.l.c. London Registrars and transfer office IRG plc Bourne House 34 Beckenham Road Beckenham Kent BR3 4TU Shareholder Enquiries: Telephone 0181
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39 Notice of Meeting of the holders of Deferred Ordinary shares 40 Directorate and Administration Directors The Lord Rayne Chairman P.J. Grant, CBE Deputy Chairman* N.G.E. Driver Joint Managing Director The Hon. R.A. Rayne Joint Managing Director J.N. Butterwick* G.C. Greene, CBE* W. Millsom, OBE* The Lord Remnant, cvo* R.F.J. Spier Finance Director M. Waldron Secretary *Non-executive directors The Audit and Remuneration Committees comprise all the non-executive directors Auditors KPMG Audit Plc London Trustee for 73/4 per cent. Convertible Unsecured Loan Stock 2000/2005 Alliance Assurance Company Limited London Trustee for 10 per cent. First Mortgage Debenture Stock 2018 The Law Debenture Trust Corporation p.l.c. London Registrars and transfer office IRG plc Bourne House 34 Beckenham Road Beckenham Kent BR3 4TU Shareholder Enquiries: Telephone 0181 650 4866 Registered office Carlton House 33 Robert Adam Street London W1M 5AH Telephone 0171 935 3555 Facsimile 0171 935 3737 Registered in England and Wales No. 7064 3 LMS The Chairman's Review The Group's core businesses have performed well, with the exceptional profit from realisation of the stake in BSB Holdings Limited providing a substantial added benefit for shareholders. Property rental income and market valuations increased in line with expectations and venture capital investment activities continued to produce attractive rates of return. Shareholders' funds per share rose by 16.7% to 154p, in a year in which total dividends to Ordinary shareholders of 15.8p will have been paid, including the Special Dividend of 10.5p per share. This is equivalent to a total return to shareholders of 28.6%, reflecting the strong financial performance. Profit before taxation for the year ended 31st March, 1998 amounted to some £86.5 million (1997 ­ £32.8 million), including the exceptional profit of £51.9 million and the credit for arrears of interest of £2.6 million included in the sum of £62.
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650 4866 Registered office Carlton House 33 Robert Adam Street London W1M 5AH Telephone 0171 935 3555 Facsimile 0171 935 3737 Registered in England and Wales No. 7064 3 LMS The Chairman's Review The Group's core businesses have performed well, with the exceptional profit from realisation of the stake in BSB Holdings Limited providing a substantial added benefit for shareholders. Property rental income and market valuations increased in line with expectations and venture capital investment activities continued to produce attractive rates of return. Shareholders' funds per share rose by 16.7% to 154p, in a year in which total dividends to Ordinary shareholders of 15.8p will have been paid, including the Special Dividend of 10.5p per share. This is equivalent to a total return to shareholders of 28.6%, reflecting the strong financial performance. Profit before taxation for the year ended 31st March, 1998 amounted to some £86.5 million (1997 ­ £32.8 million), including the exceptional profit of £51.9 million and the credit for arrears of interest of £2.6 million included in the sum of £62.7 million received from BSB Holdings in May 1997. Earnings per share, including capital items, rose from 11.19p per share to 33.36p. Dividends of 5.3p (excluding the Special Dividend of 10.5p in August 1997) paid and proposed for the year (1997 ­ 4.8p: 5.3p as adjusted for the share capital consolidation in August 1997) will entail a virtually unchanged cash cost for the year and are covered 1.4 times by earnings excluding capital items. Net finance costs adjusted for the exceptional interest credit from BSBH are covered 4.7 times by net rental income. Shareholders' funds increased to £457.6 million (154p per share) from £389.3 million, with the benefit of an increase of about 9.4% over the 1997 valuation of investment properties, suitably adjusted for sales, purchases and subsequent capital expenditure. The total value of investment properties at £485.8 million was some 12.4% higher than in March 1997. Offices constitute approximately 59% of the portfolio, with retail at 36%. The balance sheet remains strong with cash of £62.6 million and total borrowings of £153.1 million
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7 million received from BSB Holdings in May 1997. Earnings per share, including capital items, rose from 11.19p per share to 33.36p. Dividends of 5.3p (excluding the Special Dividend of 10.5p in August 1997) paid and proposed for the year (1997 ­ 4.8p: 5.3p as adjusted for the share capital consolidation in August 1997) will entail a virtually unchanged cash cost for the year and are covered 1.4 times by earnings excluding capital items. Net finance costs adjusted for the exceptional interest credit from BSBH are covered 4.7 times by net rental income. Shareholders' funds increased to £457.6 million (154p per share) from £389.3 million, with the benefit of an increase of about 9.4% over the 1997 valuation of investment properties, suitably adjusted for sales, purchases and subsequent capital expenditure. The total value of investment properties at £485.8 million was some 12.4% higher than in March 1997. Offices constitute approximately 59% of the portfolio, with retail at 36%. The balance sheet remains strong with cash of £62.6 million and total borrowings of £153.1 million, giving gearing of 18%. In addition the Group holds investments with a market or directors' valuation of £162.8 million, some £50.8 million in excess of book value, producing an adjusted net asset value of 171p per share. The valuation includes the realised gain of £18.8 million for Six Flags achieved since the year-end but does not include the value of the holding in Golden Rose Communications, an associated undertaking with a book value of £0.5 million and a current market value of £2.6 million. LMS Increasing occupier demand has been reflected in a rental increase of some £480,000 p.a. in respect of rent reviews which took place during the year, representing an average increase of about 19% on the rents previously receivable in respect of those properties. The overall increase in net rent received during the year to 31st March, 1998, including that derived from new acquisitions, was just under 14%. Portfolio voids have now fallen to about 1.5%, mainly reflecting the letting for a term of 25 years of the last 52,000 sq. ft. at 88 Rosebery Avenue, London EC1 to the Secretary of State for the Environment. In