label int64 1 1 | id stringlengths 10 12 | original_id stringlengths 8 9 | text stringlengths 347 29.5k |
|---|---|---|---|
1 | 60039283_2 | 60039283 | review to approximately 3% of sales in the current year.
Dividends The Board proposes, subject to shareholders' consent, to pay a final dividend of 1.45p net, bringing the total dividend for the year to 2.20p, a 10% increase on the previous year. At this level, dividends will be covered 4.5 times compared to 4.3 times in 1997. A scrip alternative will again be offered to shareholders.
2 J D WETHERSPOON PLC
J D WETHERSPOON PLC 0
Head
run on
The Liberty Bounds
City of London
Overlooking The Tower of London, this converted bank increased our presence in central London. Pictured here are Managers Berni and Pete Canning, together with Stuart, Scott, John and Nicki.
0 J D WETHERSPOON PLC
Chairman's statement continued
Number of Pubs 252
194 146 110 87 94 95 96 97 98
Profit before Tax and exceptional items £m
20.2 17.6 13.1 9.7 6.5 94 95 96 97 98
4 J D WETHERSPOON PLC
Further Progress We opened 68 pubs in the year, an increase of 20 on the previous year, bringing the total open at the year end to 252. 20 of the new openings took place in July so their contribution in the year to 2 August 1998 was minimal. The new openings were widely spread throughout the country including 12 in Greater London. Encouraging sales levels were achieved in both larger and smaller towns and cities and in suburban areas reflecting the popularity of Wetherspoon pubs across broad sections of the community.
Our existing pubs achieved like-for-like sales growth of 2.2%, reflecting strong growth in the first half of the year and a flat performance in the second half, resulting, in particular, from a decline in bar sales during the five weeks of the football World Cup.
The Company is continuing its efforts to improve all areas of the business. For example, a major project has been undertaken to improve the availability and use of information technology in the business, especially in our pubs. Considerable efforts are also being made in the area of design to create pubs which enhance their individual locality and architecture. In this connection, the Company has received awards or commendations for its pub designs in Stafford, Tunbridge Wells, Derby, Blackburn and Bristol |
1 | 60039283_3 | 60039283 | LC
Further Progress We opened 68 pubs in the year, an increase of 20 on the previous year, bringing the total open at the year end to 252. 20 of the new openings took place in July so their contribution in the year to 2 August 1998 was minimal. The new openings were widely spread throughout the country including 12 in Greater London. Encouraging sales levels were achieved in both larger and smaller towns and cities and in suburban areas reflecting the popularity of Wetherspoon pubs across broad sections of the community.
Our existing pubs achieved like-for-like sales growth of 2.2%, reflecting strong growth in the first half of the year and a flat performance in the second half, resulting, in particular, from a decline in bar sales during the five weeks of the football World Cup.
The Company is continuing its efforts to improve all areas of the business. For example, a major project has been undertaken to improve the availability and use of information technology in the business, especially in our pubs. Considerable efforts are also being made in the area of design to create pubs which enhance their individual locality and architecture. In this connection, the Company has received awards or commendations for its pub designs in Stafford, Tunbridge Wells, Derby, Blackburn and Bristol. We also continue to upgrade services to customers and are, for example, introducing a new menu in October.
Finance As well as organic cashflow of £25.8m, the Company raised £33 million in the year through sale and leaseback transactions, giving rise to a property profit of £15 million. At the year end, the Company had unused bank facilities of £80 million. In view of the good reception for our sales and leasebacks, the Company intends to consider further such transactions in the future.
The Board As announced in our Interim Report, the Company welcomed Jim Clarke to the Board as Finance Director during the year. Jim was previously Finance Director of David Lloyd Leisure, part of Whitbread Plc.
J D WETHERSPOON PLC 0
Head
run on
The Acorn
Litchfield
The Company's expansion into central England continued with The Acorn, named after a favourite local pub no longer in existence. Featured here are Rachel Leach, Manager, and Maxine Lewis, Shift Manager.
0 J D WETHERSPOON PLC
Chairman's statement continued
Number of Employees 5538
3966 3045 1660 1101 |
1 | 60039283_b0 | 60039283 | Devon
TUNBRIDGE WELLS The Opera House
88 Mount Pleasant Road, Tunbridge Wells, Kent
WALSALL The Imperial
Darwall Street, Walsall, W. Midlands
WELLINGBOROUGH The Red Well
16 Silver Street, Wellingborough, Northants
WEST BROMWICH The Billiard Hall
St Michael's Ringway, West Bromwich, W. Midlands
WESTERN SUPER MARE The Dragon Inn
15 Meadow Street, Weston Super Mare, Avon
WIGAN The Moon Under Water
5-7a Market Place, Wigan, Lancs
WIGSTON The William Wygstor
84 Leicester Road, Wigston, Leics
WINCHESTER The Old Gaol House
11 Jewry Street, Winchester, Hants
WOKING Wetherspoons
51-57 Chertsey Road, Woking, Surrey
WOLVERHAMPTON The Moon Under Water
53-55 Lichfield Street, Wolverhampton, W. Midlands
WORCESTER The Postal Order
18 Foregate Street, Worcester, Worcs
SCOTLAND
ABERDEEN The Archibald Simpson
Castle Street, Aberdeen, Aberdeenshir e
WEST OXTED
The Oxted Inn
Units 1-4, Station Road West, West Oxted, Surrey
DUNDEE
The Counting House
67-71 Reform Street, Dundee, Tayside
EDINBURGH The Standing Order
62-66 George Street, Edinburgh
GLASGOW The Counting House
2 St Vincents Place, Glasgow, Strathclyde
The Sir John Stirling Maxwell
Unit 13b, Shawlands Arcade, 104 Kilmarnock Road, Glasgow, Strathclyde
WALES
EBBW VALE The Picture House
Market Street, Ebbw Vale, Gwent
MONMOUTH Wetherspoons
The King's Head, Monmouth Street, Monmouth
NEWPORT Wetherspoons
Units 10-12 Cambrian Centre, Newport, Gwent
SWANSEA The Bank Statement
57-58 Wind Street, Swansea, Glamorgan
The Potters Wheel
86 The Kingsway, Swansea, Glamorgan
J D W E T H E R S P O O N P L C 47
|
1 | 60039283_b1 | 60039283 | Mile End Road, Southshields
STAFFORD The Picture House
Bridge Street, Stafford, W. Midlands
STAINES The George
2-8 High Street, Staines, Middlesex
STOCKTON The Thomas Sheraton
4 Bridge Road, Stockton, Cleveland
STOURBRIDGE Wetherspoons
Hungary Hill, Stourbridge, W. Midlands
STROUD The Lord John
15-17 Russell Street, Stroud, Glos
SUNDERLAND The William Jameson
30-32 Fawcett Street, Sunderland, Tyne & Wear
SURBITON The Cap in Hand
174 Hook Rise, Surbiton, Sur rey
Public houses directory continued
Coronation Hall
St Mark's Hill, Surbiton, Surrey
SUTTON COLDFIELD The Bishop Vesey
63 Boldmere Road, Sutton Coldfield, W. Midlands
SWINDON The Savoy
38-40 Regent Street, Swindon, Wilts
TAUNTON The Perkin Warbeck
22-23 East Street, Taunton, Devon
TORQUAY The London Inn
15-16 The Strand, Torquay, Devon
TUNBRIDGE WELLS The Opera House
88 Mount Pleasant Road, Tunbridge Wells, Kent
WALSALL The Imperial
Darwall Street, Walsall, W. Midlands
WELLINGBOROUGH The Red Well
16 Silver Street, Wellingborough, Northants
WEST BROMWICH The Billiard Hall
St Michael's Ringway, West Bromwich, W. Midlands
WESTERN SUPER MARE The Dragon Inn
15 Meadow Street, Weston Super Mare, Avon
WIGAN The Moon Under Water
5-7a Market Place, Wigan, Lancs
WIGSTON The William Wygstor
84 Leicester Road, Wigston, Leics
WINCHESTER The Old Gaol House
11 Jewry Street, Winchester, Hants
WOKING Wetherspoons
51-57 Chertsey Road, Woking, Surrey
WOLVERHAMPTON The Moon Under Water
53-55 Lichfield Street, Wolverhampton, W. Midlands
WORCESTER The Postal Order
18 Foregate Street, Worcester, Worcs
SCOTLAND
ABERDEEN The Archibald Simpson
Castle Street |
1 | 60039307_0 | 60039307 | 1
9
9
8
Contents
Key Events
1
Chairman's Statement
2
Operating Review
6
Financial Review
9
Directors and Advisers
11
Report of the Directors
12
Corporate Governance
15
Report by the Auditors on
Corporate Governance Matters
16
Report of the Remuneration Committee
17
Statement of Directors' Responsibilities
18
Report of the Auditors to the Shareholders 19
Consolidated Profit and Loss Account
20
Balance Sheets
21
Consolidated Cash Flow Statement
22
Notes to the Accounts
23
Notice of Annual General Meeting
42
Five Year Record
44
Getting in Touch
45
Group returns to profitability.
Transition to self-publishing complete.
Incoming ready for Japanese launch of SEGA's Dreamcast machine in November 1998. Rage developed game to be published by SONY next year. Group occupies niche position at the forefront of technology. Ongoing relationships with leading chip and PC manufacturers established.
Balance sheet clear of non-core business debt.
.
1
Introduction The company has now successfully completed the transition into becoming a dedicated publisher and developer of computer games and has returned to profitability.
At the interim stage we reported a loss at the operating level of £812,000 against a loss of £1,695,000 for the first six months of the previous year. In the second half the company made an operating profit of £1,148,000 giving rise to an operating profit for the year as a whole of £336,000 (operating loss of £4,322,000 in the previous year). After taking into account exceptional gains of £431,000 (arising mostly from the sale of our stake in Autonomy Corporation plc), a gain of £129,000 on the early settlement of the Software Creations loan notes and net interest payable
of £36,000, the company's pre-tax profit for the year was £860,000 (pre-tax loss of £15,430,000 in the previous year).
As a result of this turnaround, it is appropriate for the company to take advantage of its tax losses and to build its cash resources.The Board |
1 | 60039307_1 | 60039307 | PC manufacturers established.
Balance sheet clear of non-core business debt.
.
1
Introduction The company has now successfully completed the transition into becoming a dedicated publisher and developer of computer games and has returned to profitability.
At the interim stage we reported a loss at the operating level of £812,000 against a loss of £1,695,000 for the first six months of the previous year. In the second half the company made an operating profit of £1,148,000 giving rise to an operating profit for the year as a whole of £336,000 (operating loss of £4,322,000 in the previous year). After taking into account exceptional gains of £431,000 (arising mostly from the sale of our stake in Autonomy Corporation plc), a gain of £129,000 on the early settlement of the Software Creations loan notes and net interest payable
of £36,000, the company's pre-tax profit for the year was £860,000 (pre-tax loss of £15,430,000 in the previous year).
As a result of this turnaround, it is appropriate for the company to take advantage of its tax losses and to build its cash resources.The Board is not recommending the payment of a dividend. It is the intention of the Board to recommence the payment of dividends as soon as distributable profits are available.To this end a reorganisation of the company's capital structure will be initiated during the coming months.
2
Strategy Our decision to publish more of our own games was facilitated by various factors which arose during the year. Firstly, the high quality of the games which we have been producing; secondly, the sale of the Autonomy stake and remaining Arcades gave us the working capital resources to enable production to be funded through to completion of the games. Thirdly, our strategic decision to release a cut-down version of our first published game Incoming on the OEM (original equipment manufacturer) market provided us with cash inflows a number of months prior to the release of this game on the retail market.
For those readers less familiar with the computer games industry, it is helpful to explain the particular
direction that Rage has taken. Currently, the principal platforms are the PC (personal computer), the Sony PlayStation and the N64 from Nintendo. Of these three, the PC is not only the largest installed base, but continues to grow as prices reduce and the technology improves. That technology has overt |
1 | 60039307_2 | 60039307 | is not recommending the payment of a dividend. It is the intention of the Board to recommence the payment of dividends as soon as distributable profits are available.To this end a reorganisation of the company's capital structure will be initiated during the coming months.
2
Strategy Our decision to publish more of our own games was facilitated by various factors which arose during the year. Firstly, the high quality of the games which we have been producing; secondly, the sale of the Autonomy stake and remaining Arcades gave us the working capital resources to enable production to be funded through to completion of the games. Thirdly, our strategic decision to release a cut-down version of our first published game Incoming on the OEM (original equipment manufacturer) market provided us with cash inflows a number of months prior to the release of this game on the retail market.
For those readers less familiar with the computer games industry, it is helpful to explain the particular
direction that Rage has taken. Currently, the principal platforms are the PC (personal computer), the Sony PlayStation and the N64 from Nintendo. Of these three, the PC is not only the largest installed base, but continues to grow as prices reduce and the technology improves. That technology has overtaken both the PlayStation and the N64. In November of this year SEGA intends to launch its Dreamcast console in Japan. This machine has similar capabilities to top end PCs and is therefore more powerful than consoles presently available.
We made a key strategic decision eighteen months ago to work with Intel as they developed their new Pentium II 3D technology.Whilst other companies were also invited to be involved, Rage demonstrated an
3
expertise which has put it at the forefront. That expertise was in turn channeled into the game Incoming, which has proved to be an industry success in terms of unrivalled visual and sound quality, together with speed of play. We have four titles in production which are due for release in the current financial year. These titles further improve upon Incoming and take advantage of our early access to and expert use of leading edge technology. The company has effectively established a niche at the top end of the market.
The company also continues to work with the world's leading hardware and graphics accelerator card manufacturers on the next generation of processors. By using our expertise, which we will continue to improve upon, we plan to consolidate the unique position which we have established.
People For more recent shareholders, it is helpful |
1 | 60039307_3 | 60039307 | aken both the PlayStation and the N64. In November of this year SEGA intends to launch its Dreamcast console in Japan. This machine has similar capabilities to top end PCs and is therefore more powerful than consoles presently available.
We made a key strategic decision eighteen months ago to work with Intel as they developed their new Pentium II 3D technology.Whilst other companies were also invited to be involved, Rage demonstrated an
3
expertise which has put it at the forefront. That expertise was in turn channeled into the game Incoming, which has proved to be an industry success in terms of unrivalled visual and sound quality, together with speed of play. We have four titles in production which are due for release in the current financial year. These titles further improve upon Incoming and take advantage of our early access to and expert use of leading edge technology. The company has effectively established a niche at the top end of the market.
The company also continues to work with the world's leading hardware and graphics accelerator card manufacturers on the next generation of processors. By using our expertise, which we will continue to improve upon, we plan to consolidate the unique position which we have established.
People For more recent shareholders, it is helpful to explain that the business now effectively comprises Rage Games. This company had only ten employees when bought some four years ago. It has now expanded to over 100 people. Its success is in no small part based on the management culture of energy and industry combined with humour and a real interest in people. Rage has an industry reputation for being a company that people want to come and work for. It continues to be able to recruit some of the best talent in the industry and has an extremely low staff turnover. The company also offers innovative bonus structures based on the net profitability of each game.
The move to publishing has entailed the recruitment of leading industry publishing professionals. In this context, during the year, the company
4
welcomed to the Board Colin Stokes as Commercial Director. Colin has fourteen years of experience in the industry having held senior positions at Ocean Software, Gremlin and Acclaim.
Outlook Owing to the nature of the OEM or ``bundling'' agreements, which have already been signed, the company has already secured a substantial flow of income in the current year. Of the
several titles on which we are working there are five key games; Expendable, Ruud Gullit Striker, Hostile Waters |
1 | 60039307_b0 | 60039307 | £'000
Turnover
3,623
6,758
9,504
Profit/(loss) before taxation
860
(15,430)
(3,224)
Net assets
3,335
1,575
7,290
1995* £'000
9,154
969
5,782
1994 £'000
3,731
(796)
484
Dividend interim Dividend final
Total dividend
Earnings/(loss) per share * Fifteen month period.
1998 pence
0.35
1997 pence
(6.30)
1996 pence
(1.34)
1995* pence
0.09
0.09
0.51
Extracted from previous years' financial statements as restated to comply with FRS 3.
1994 pence
(2.90)
44 Rage Software plc
Getting in Touch
Liverpool 1 Dacre Street, Bootle, Liverpool L20 8DN Telephone 0151 933 2688 Facsimile 0151 933 2462 Contact: John Roberts, Paul Finnegan, Peter Desmier, John Heap.
Birmingham 8th Floor, Tricorn House, Hagley Road, Birmingham B16 8TP Telephone 0121 456 3123 Facsimile 0121 456 3124 Contact: Trevor Williams, Andrew Williams.
Newcastle 29 Riverside Studios, Amethyst Road, Newcastle NE4 7YL Telephone 0191 272 0202 Facsimile 0191 272 0550 Contact: Peter Johnson.
London 5th Floor, The Forum, 80 Camden Street, London NW1 0EG Telephone 0171 387 8889
Sales 1 Dacre Street, Bootle, Liverpool L20 8DN Telephone 0151 933 2688 Facsimile 0151 933 0557 Contact: Colin Stokes, Ian Richardson, Ruth Williams.
Marketing 1 Dacre Street, Bootle, Liverpool L20 8DN Telephone 0151 933 2688 Facsimile 0151 933 0557 Contact: Neil Critchlow, Martin Kitney.
Email: info@live.rage.co.uk Web Site: www.rage.co.uk
45
|
1 | 60039307_b1 | 60039307 | . 1256550
Registered Office: 1 Dacre Street Bootle Liverpool L20 8DN
Notes: 1 A member entitled to attend and vote at the Meeting may appoint one or more proxies to attend
and (on a poll) vote instead of him.A proxy need not be a member of the company.
2 A form of proxy is provided. Proxies must be received at the office of the company's Registrars, Northern Registrars Limited, Northern House, Penistone Road, Fenay Bridge, Huddersfield HD8 0LA, not less than 48 hours before the time fixed for the Meeting.
3 There will be available for inspection at the registered office of the company during normal business hours from the date of this Notice to the date of the Annual General Meeting, and at the place of the Meeting for 15 minutes prior to and during the Meeting, the following:
(a) the Register of directors' interests in shares of the company; and
(b) copies of directors' contracts of service.
43
Five Year Summary
continued
The following does not form part of the audited financial statements:
1998 £'000
1997 £'000
1996 £'000
Turnover
3,623
6,758
9,504
Profit/(loss) before taxation
860
(15,430)
(3,224)
Net assets
3,335
1,575
7,290
1995* £'000
9,154
969
5,782
1994 £'000
3,731
(796)
484
Dividend interim Dividend final
Total dividend
Earnings/(loss) per share * Fifteen month period.
1998 pence
0.35
1997 pence
(6.30)
1996 pence
(1.34)
1995* pence
0.09
0.09
0.51
Extracted from previous years' financial statements as restated to comply with FRS 3.
1994 pence
(2.90)
44 Rage Software plc
Getting in Touch
Liverpool 1 Dacre Street, Bootle, Liverpool L |
1 | 60039570_0 | 60039570 | Annual Report & Accounts 1998
COMPUTERS · NETWORKS · SOLUTIONS
Vig en
Contents
Directors and Advisers Chairman's Statement Report of the Directors Report of the Remuneration Committee Directors' Responsibilities for the Financial Statements Auditors' Report Consolidated Profit and Loss Account Consolidated Balance Sheet Company Balance Sheet Consolidated Cash Flow Statement Principal Accounting Policies Notes to the financial statements Notice of Meeting Form of Proxy
1 2 - 3 4 - 8 9 - 11
12 12 13 14 15 16 17 18 - 27 28 - 29 31
Directors and Advisers
The Board of Directors
Advisers
A.M. Sugar DSc (Chairman) B. Tkachuk (Chief Executive) R. Babaian MSc (Operations Director) M.E. Ray BSc, ACA (Finance Director) M.E. Beckett BSc, FIMM + (Non-Executive Director) J.E. Samson F.Inst.P, C.Phys * (Non-Executive Director) * Chairman of the Remuneration Committee + Chairman of the Audit Committee
Secretary
M.E. Ray BSc, ACA
Registrars
Lloyds Bank Registrars The Causeway Worthing West Sussex BN99 6DA
Solicitors
Herbert Smith Exchange House Primrose Street London EC2A 2HS
Bankers
Lloyds Bank Plc St. George's House, 6-8 Eastcheap London EC3M 1LL
Merchant Bankers
Deutsche Morgan Grenfell 6-8 Bishopsgate London EC2N 4DA
Registered Office
Viglen House Alperton Lane Alperton Middlesex, HA0 1DX
Registered Number: 3337575
Auditors
Deloitte & Touche Chartered Accountants Hill House 1 Little New Street London EC4A 3TR
Stockbrokers
HSBC James Capel Thames Exchange 10 Queen Street Place London EC4R 1BL
Non-Executive Directors
Mr. J.E. Samson Mr. Samson has many years of experience working with Plessey Company plc, Standard Telephones and Cables plc (where he was main board director) and General Electric Company plc (where he was Managing Director Hotpoint from 1983 to 1989), a member of GEC Management Board (1984 to 1989) and Managing |
1 | 60039570_1 | 60039570 | ars
Lloyds Bank Registrars The Causeway Worthing West Sussex BN99 6DA
Solicitors
Herbert Smith Exchange House Primrose Street London EC2A 2HS
Bankers
Lloyds Bank Plc St. George's House, 6-8 Eastcheap London EC3M 1LL
Merchant Bankers
Deutsche Morgan Grenfell 6-8 Bishopsgate London EC2N 4DA
Registered Office
Viglen House Alperton Lane Alperton Middlesex, HA0 1DX
Registered Number: 3337575
Auditors
Deloitte & Touche Chartered Accountants Hill House 1 Little New Street London EC4A 3TR
Stockbrokers
HSBC James Capel Thames Exchange 10 Queen Street Place London EC4R 1BL
Non-Executive Directors
Mr. J.E. Samson Mr. Samson has many years of experience working with Plessey Company plc, Standard Telephones and Cables plc (where he was main board director) and General Electric Company plc (where he was Managing Director Hotpoint from 1983 to 1989), a member of GEC Management Board (1984 to 1989) and Managing Director GEC Consumer Products Group (1985 to 1989).
Mr Samson was Group Managing Director of Yale and Valor plc between 1989 and 1991 and is a nonexecutive director of a number of companies including Amstrad plc.
Mr. M.E. Beckett Mr. Beckett was a director of Consolidated Gold Fields plc between 1975 and 1986 and Managing Director between 1986 and 1989 until that company was taken over by Hanson plc.
Mr. Beckett is currently Chairman of Greycoat plc, Chairman of Horace Clarkson plc, Chairman of Watts, Blake, Bearne plc and a non-executive director of a number of other companies including B.P.B. Industries Plc.
1
Viglen Technology plc Annual Report 1998
Chairman's Statement
2
Viglen Technology plc Annual Report 1998
Financial Review
Viglen Technology plc started trading after the Scheme of Arrangement became effective at the beginning of August 1997. The proforma sales for the twelve months to 30 June 1998 were £94.6m resulting in a profit before tax of £4.4m. Proforma earnings per share in the twelve months to 30 June |
1 | 60039570_2 | 60039570 | Director GEC Consumer Products Group (1985 to 1989).
Mr Samson was Group Managing Director of Yale and Valor plc between 1989 and 1991 and is a nonexecutive director of a number of companies including Amstrad plc.
Mr. M.E. Beckett Mr. Beckett was a director of Consolidated Gold Fields plc between 1975 and 1986 and Managing Director between 1986 and 1989 until that company was taken over by Hanson plc.
Mr. Beckett is currently Chairman of Greycoat plc, Chairman of Horace Clarkson plc, Chairman of Watts, Blake, Bearne plc and a non-executive director of a number of other companies including B.P.B. Industries Plc.
1
Viglen Technology plc Annual Report 1998
Chairman's Statement
2
Viglen Technology plc Annual Report 1998
Financial Review
Viglen Technology plc started trading after the Scheme of Arrangement became effective at the beginning of August 1997. The proforma sales for the twelve months to 30 June 1998 were £94.6m resulting in a profit before tax of £4.4m. Proforma earnings per share in the twelve months to 30 June 1998 were 2.49p, and actual earnings per share for the eleven months trading period were 2.24p.
The Board of Directors has recommended paying a final dividend of 0.5p per ordinary share to be paid on 2 December 1998 to shareholders on the register on 9 October 1998, which together with the interim dividend of 0.4p paid on 30 April 1998, makes a total distribution of 0.9p per ordinary share in respect of the period to 30 June 1998.
Operating Review
As stated at the Interim results in February the overall conditions in the PC market remain fiercely competitive with continued erosion of the average selling price, although we saw a small increase in volume of units shipped. Our newly formed networking division continued to grow which helped offset some of the margin degradation, network products now represent 9% of our revenue. We have been looking at ways of moving the company away from a pure PC manufacturer to a "value-added" service provider. To this end Viglen acquired Xenon Network Services (Xenon) in February 1998. Xenon not only provides Viglen with an engineer base that can offer national next business day support, but it also provides the group with the infrastructure needed to grow Viglen's expansion |
1 | 60039570_3 | 60039570 | 1998 were 2.49p, and actual earnings per share for the eleven months trading period were 2.24p.
The Board of Directors has recommended paying a final dividend of 0.5p per ordinary share to be paid on 2 December 1998 to shareholders on the register on 9 October 1998, which together with the interim dividend of 0.4p paid on 30 April 1998, makes a total distribution of 0.9p per ordinary share in respect of the period to 30 June 1998.
Operating Review
As stated at the Interim results in February the overall conditions in the PC market remain fiercely competitive with continued erosion of the average selling price, although we saw a small increase in volume of units shipped. Our newly formed networking division continued to grow which helped offset some of the margin degradation, network products now represent 9% of our revenue. We have been looking at ways of moving the company away from a pure PC manufacturer to a "value-added" service provider. To this end Viglen acquired Xenon Network Services (Xenon) in February 1998. Xenon not only provides Viglen with an engineer base that can offer national next business day support, but it also provides the group with the infrastructure needed to grow Viglen's expansion into network and software supply solutions.
Education
The education division sales for the proforma twelve months to 30 June 1998 were £28.8m, an increase of 14% on last year. Viglen continues to be one of the market leaders in higher education. As stated at the half year results Viglen has entered the Primary and Secondary School markets with its own software package "Classlink". The focus in this sector is to maintain our market share in the higher education establishments and to grow significantly our share of the schools market, where growth in margins will no longer rely on the hardware supplied.
Corporate
Corporate sales of PCs were slower than expected. Sales for the proforma twelve months were £22.1m, 6% lower than last year, however as our Network department continues to grow, the corporate division should be the main beneficiary. With the acquisition of Xenon nearly 20% of this division's sales are now network and network related products. These products carry a much higher gross margin than separate PCs.
Public Sector
Public sector sales fell by 4% in the year to June 1998 to £19.8m. A small increase in volume was offset by a fall in average selling prices. Sales through Government Catalogue |
1 | 60039570_b0 | 60039570 | the directors to fix their remuneration.
7(a). To authorise the directors to allot shares.
Special Resolutions
For
Against
7(b). To disapply statutory pre-emption rights.
7(c). To authorise the Company to purchase its own shares.
Signature............................................................................................... Date..................................................................................
Notes: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, vote on his/her behalf. 2. A member may appoint a proxy of his/her own choice. If so, the words "the Chairman of the Meeting or" should be
deleted and the name and address of the proxy, who need not be a member of the Company, inserted. 3. To be valid, this form of proxy must be lodged with Lloyds Bank Registrars, the Causeway, Worthing, West Sussex BN99
6DA no later than 10.30 am on 21 November 1997. Completion and return of a form of proxy will not preclude a member from attending and voting at the meeting in person if he/she so chooses. 4. If the member is a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised in writing. If the member is an individual, this form must be signed by the member or by his/her attorney duly authorised in writing. 5. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.
31
Viglen Technology plc Annual Report 1998
Do not affix Postage Stamps if posted in Gt. Britain, Channel Islands, N. Ireland or the Isle of Man
BUSINESS REPLY SERVICE Licence No. BR 3006
Lloyds Bank Registrars The Causeway Worthing West Sussex BN99 3UH
SECOND FOLD
1
THIRD FOLD AND TUCK IN OPPOSITE
FIRST FOLD
Vig en
Viglen Technology plc Viglen House Alperton Lane Alperton Middlesex HA0 1DX
Tel: 0181 758 7000 Fax: 0181 758 7080 web http://www.viglen.co.uk
COMPUTERS · NETWORKS · SOLUTIONS
|
1 | 60039570_b1 | 60039570 | Company to be held at 10.30 am on 23 November 1998 at the Bridge Hotel, Western Avenue, Greenford, Middlesex UB6 8ST and at any adjournment thereof.
*(See note 2)
Please indicate with an "X" in the appropriate space below how you wish your vote to be cast. Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting on the specified resolutions. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the meeting:
Ordinary Resolutions
For
Against
1. To re-elect Mr. A. M. Sugar as a director of the Company. 2. To re-elect Mr. R. Babaian as a director of the Company. 3. To re-elect Mr. M. E. Beckett as a director of the Company.
4. To re-elect Mr. M. E. Ray as a director of the Company.
5. To re-elect Mr. J. E. Samson as a director of the Company.
6. To re-appoint Deloitte & Touche as auditors and authorise the directors to fix their remuneration.
7(a). To authorise the directors to allot shares.
Special Resolutions
For
Against
7(b). To disapply statutory pre-emption rights.
7(c). To authorise the Company to purchase its own shares.
Signature............................................................................................... Date..................................................................................
Notes: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, vote on his/her behalf. 2. A member may appoint a proxy of his/her own choice. If so, the words "the Chairman of the Meeting or" should be
deleted and the name and address of the proxy, who need not be a member of the Company, inserted. 3. To be valid, this form of proxy must be lodged with Lloyds Bank Registrars, the Causeway, Worthing, West Sussex BN99
6DA no later than 10.30 am on 21 November 1997. Completion and return of a form of proxy will not preclude a member from attending and voting at the meeting in person if he/she so chooses. 4. If the member is a corporation, this |
1 | 60040223_0 | 60040223 | Minerva plc Annual Report and Accounts 1998
Minerva plc Annual Report and Accounts 1998
2 Chairman's statement 4 Chief Executive's review of operations 16 Board of Directors 17 Executive management team 18 Remuneration Committee report 21 Corporate governance 22 Report of the auditors on corporate governance 23 Report of the Directors 26 Statement of Directors' responsibilities 27 Report of the auditors 28 Consolidated profit and loss account 29 Consolidated balance sheet 30 Parent company balance sheet 31 Cash flow statement 32 Note of historical cost profits and losses 32 Statement of total recognised gains and losses 32 Reconciliation of movements in shareholders' funds 33 Notes to the financial statements 43 Notice of Annual General Meeting ibc Advisers to the Company
Minerva is a property investment and development company whose principal strategy is to create shareholder wealth through investment in commercial property. Its policy is to invest in assets with strong cash flow, rental growth potential and where the opportunity exists to add significant value through active and entrepreneurial management. A central part of this strategy is the maintenance of a broad based financial framework which is able to evolve alongside the changing profile of the Group.
Financial highlights
Rental income (£m) Profit before tax (pre-exceptional) (£m) Dividends (pence per share) Net assets (£m) Net asset value (pence per share)
1998 36.7
7.9 2.5 294.9 230.8
1997 25.0
0.4 1.5 174.4 182.0
Minerva plc 1
I am pleased to report that the past year has been a successful one for Minerva and has seen us enhancing the asset base of the Group, whilst simultaneously strengthening its financial position.
A pre-tax profit of £7.9 million was achieved, even after the deduction of £3.2 million which represented the termination costs incurred in respect of the loans repaid during the year (which in turn led to an annual debt service saving of £1.5 million per annum, which will be fully reflected during the current and future accounting periods). This profit compares with a pre-exceptional profit of £0.4 million for the same period last year. Rental income for the period under review was £36.7 million, representing a 47 per cent increase in relation to the comparative 11 month period last year.
More important, however, has been the increase in net asset value per share which has risen from 182 pence to 230.8 p |
1 | 60040223_1 | 60040223 | share) Net assets (£m) Net asset value (pence per share)
1998 36.7
7.9 2.5 294.9 230.8
1997 25.0
0.4 1.5 174.4 182.0
Minerva plc 1
I am pleased to report that the past year has been a successful one for Minerva and has seen us enhancing the asset base of the Group, whilst simultaneously strengthening its financial position.
A pre-tax profit of £7.9 million was achieved, even after the deduction of £3.2 million which represented the termination costs incurred in respect of the loans repaid during the year (which in turn led to an annual debt service saving of £1.5 million per annum, which will be fully reflected during the current and future accounting periods). This profit compares with a pre-exceptional profit of £0.4 million for the same period last year. Rental income for the period under review was £36.7 million, representing a 47 per cent increase in relation to the comparative 11 month period last year.
More important, however, has been the increase in net asset value per share which has risen from 182 pence to 230.8 pence, an improvement of some 27 per cent. This increase comes as a result of a combination of factors including the well timed disposal of assets which we considered offered limited prospects for future growth, the acquisition of new properties where significant value could be added, the constant injection of our entrepreneurial management techniques to draw the maximum potential from each property and the continued strength of the London commercial property market, which undoubtedly benefits from the capital's position as, arguably, the world's foremost centre for commercial and cultural activity.
As a consequence of the above and by applying the proceeds from the post balance sheet sale of Quadrant House, Sutton to the position at 30 June 1998, the Group's gearing has now more than halved to 79 per cent compared with 164 per cent, which was reported to you at the financial year end to June 1997.
With the continued strengthening of our financial position, we have recommended an increase of 13 per cent in the final dividend to 1.7 pence per share, making a total for the year of 2.5 pence per share (1997: 1.5 pence). In order to eliminate the effects of ACT, the Board has resolved to defer the final dividend payment until 6 April 1999.
During the year, we have disposed of and |
1 | 60040223_2 | 60040223 | ence, an improvement of some 27 per cent. This increase comes as a result of a combination of factors including the well timed disposal of assets which we considered offered limited prospects for future growth, the acquisition of new properties where significant value could be added, the constant injection of our entrepreneurial management techniques to draw the maximum potential from each property and the continued strength of the London commercial property market, which undoubtedly benefits from the capital's position as, arguably, the world's foremost centre for commercial and cultural activity.
As a consequence of the above and by applying the proceeds from the post balance sheet sale of Quadrant House, Sutton to the position at 30 June 1998, the Group's gearing has now more than halved to 79 per cent compared with 164 per cent, which was reported to you at the financial year end to June 1997.
With the continued strengthening of our financial position, we have recommended an increase of 13 per cent in the final dividend to 1.7 pence per share, making a total for the year of 2.5 pence per share (1997: 1.5 pence). In order to eliminate the effects of ACT, the Board has resolved to defer the final dividend payment until 6 April 1999.
During the year, we have disposed of and acquired properties valued in aggregate in excess of £302 million. The most
notable sale was that of 250 Euston Road to the Prudential for £105 million. This sale provided the catalyst for the significant change, both within the Group's property portfolio and also its financial structure, to which we aspired when we brought Minerva to the market.
As part of the Prudential transaction, we acquired three buildings which have combined to add significantly to the Group's performance over the past year. A revised planning consent has now been obtained for the redevelopment of our properties on the corner of Wigmore Street and Welbeck Way, which gives much of what was sought in the revised planning application. In addition, we have now submitted a planning application for a new 43,000 sq. ft. headquarter office building at Chatham Place in mid-town. With the increases we have seen in rental and capital values in these particular locations, along with the much larger Sampson House, where the rent is to be reviewed next December, these assets are clearly well placed to make further contributions to the Group's performance.
At Ambassador House and St. Botolph's House, London EC3, we are, along with our professional team, spearheaded by Nicholas |
1 | 60040223_3 | 60040223 | acquired properties valued in aggregate in excess of £302 million. The most
notable sale was that of 250 Euston Road to the Prudential for £105 million. This sale provided the catalyst for the significant change, both within the Group's property portfolio and also its financial structure, to which we aspired when we brought Minerva to the market.
As part of the Prudential transaction, we acquired three buildings which have combined to add significantly to the Group's performance over the past year. A revised planning consent has now been obtained for the redevelopment of our properties on the corner of Wigmore Street and Welbeck Way, which gives much of what was sought in the revised planning application. In addition, we have now submitted a planning application for a new 43,000 sq. ft. headquarter office building at Chatham Place in mid-town. With the increases we have seen in rental and capital values in these particular locations, along with the much larger Sampson House, where the rent is to be reviewed next December, these assets are clearly well placed to make further contributions to the Group's performance.
At Ambassador House and St. Botolph's House, London EC3, we are, along with our professional team, spearheaded by Nicholas Grimshaw & Partners, finalising our proposals for submission to the City Corporation for planning consent. It is intended, following consultation with the Corporation and satisfying ourselves that the scheme generally meets with its approval, to submit a formal planning application.
The 1 for 3 rights issue announced in January, which raised £58.3 million net of expenses for the acquisition of St. Swithin's House and Walbrook House, London EC4, at a purchase price of £87.5 million, provided the Group with a prime City office investment, generating a strong underlying cash flow, let to Barclays Bank and Westpac Banking Corporation. In addition, we recognised that the overall site had significant redevelopment opportunities and appointed architects, Foster and Partners, to design a modern office facility appropriate for this prime location, opposite Cannon Street Station and within yards of the Bank of England, and which is capable of meeting the modern occupational requirements of large scale institutional or corporate occupiers.
Chairman's statement
2 Minerva plc
Since we last reported, we have progressed our plans for Croydon Town Centre. In addition to the preparation of our development proposals in consultation with Croydon Council and our professional team headed by RTKL, we have further extended our land holding |
1 | 60040223_b0 | 60040223 | of all contracts of service under which Directors are employed by the Company. 3. Authority to allot shares (resolutions 6 and 7) It is proposed that authorities be granted for a period of 15 months or until the next AGM whichever is earlier. An ordinary resolution will be proposed to authorise the Board to allot the unissued share capital up to an aggregate nominal amount of £10,645,729 (a third of the present issued share capital). A special resolution will be proposed authorising the Board to allot shares in connection with a rights issue or for cash up to £1,596,859 being 5 per cent of the present issued ordinary share capital. 4. Amendment to articles (resolution 8) The special resolution would authorise the Company's Articles of Association to be amended to allow the Company to make payments to members of any money payable on or in respect of their shareholding by way of electronic transfer in addition to current payment methods of cheque, warrant or similar financial instrument, or other means as currently authorised by the Articles of Association.
44 Minerva plc
Advisers to the Company
Registrars IRG plc Balfour House 390/398 High Road Ilford Essex IG1 1NQ
Stockbroker HSBC Securities Thames Exchange 10 Queen Street Place London EC4R 1BL
Financial adviser HSBC Investment Bank plc Vintner's Place 68 Upper Thames Street London EC4V 3BJ
Solicitors Olswang 90 Long Acre London WC2E 9TT
Auditors PricewaterhouseCoopers 1 Embankment Place London WC2N 6NN
Valuers Weatherall, Green & Smith 22 Chancery Lane London WC2A 1LT
Principal bankers Barclays Bank PLC 8/9 Hanover Square London W1A 4ZW
BHF-BANK AG BHF-BANK House 61 Queen Street London EC4R 1AE
Bradford & Bingley Building Society PO Box 88 Crossflats, Bingley West Yorkshire BD16 2UA
Deutsche Pfandbrief-und Hypothekenbank AG Paulinenstrasse 15 D-65 189 Wiesbaden Germany
Registered office 25 Harley Street London W1N 2BR
Registered in England 2649607
Designed and produced by Radley Yeldar (London), photography by Chris Gascoigne, printed by SynRG
Minerva plc 25 Harley Street London W1N 2BR
|
1 | 60040223_b1 | 60040223 | other form of payment shall be a good discharge to the Company. Every such payment shall be sent at the risk of the person entitled to the monies and the Company shall have no responsibility for any sums lost or delayed in the course of any such electronic transfer."
By order of the Board
Ivan Ezekiel Secretary 23 October 1998
Notes 1. Proxies
A member entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies (who need not be members) to attend and vote instead of him. A form of proxy is enclosed for the use of members. To be effective it must be completed and be deposited with the Company's registrars, IRG plc, Balfour House, 390-398 High Road, Ilford, Essex IG1 1NQ at least 48 hours before the time of the meeting. 2. Documents for inspection The following documents are available for inspection at the office of Olswang, 90 Long Acre, London WC2E 9TT, during business hours on any weekday from the date of this notice until the conclusion of the meeting: 3.1. A register of interests of Directors and their families in the shares of the Company. 3.2. Copies of all contracts of service under which Directors are employed by the Company. 3. Authority to allot shares (resolutions 6 and 7) It is proposed that authorities be granted for a period of 15 months or until the next AGM whichever is earlier. An ordinary resolution will be proposed to authorise the Board to allot the unissued share capital up to an aggregate nominal amount of £10,645,729 (a third of the present issued share capital). A special resolution will be proposed authorising the Board to allot shares in connection with a rights issue or for cash up to £1,596,859 being 5 per cent of the present issued ordinary share capital. 4. Amendment to articles (resolution 8) The special resolution would authorise the Company's Articles of Association to be amended to allow the Company to make payments to members of any money payable on or in respect of their shareholding by way of electronic transfer in addition to current payment methods of cheque, warrant or similar financial instrument, or other means as currently authorised by the Articles of Association.
44 Minerva plc
Advisers to the Company
Registrars IRG plc Balfour House 390/398 High Road Ilford Essex IG1 1NQ
Stock |
1 | 60041270_0 | 60041270 | k Directors' Report
The directors present their annual report and the audited financial statements for the year ended 30 September 1997.
Principal activity Freepages Group plc is a holding company whose purpose is to provide management and capital for the development of its main subsidiaries, Freepages Limited and Freepages Europe BV.
The principal activity of these subsidiaries is the provision of consumer information services via a number of communication channels in the UK and the Netherlands.
Business review The group is a leading provider in the UK of value-added classified information by telephone and internet.
On 5 March 1997, the company successfully raised approximately £43m (net of expenses) by a Global Equity Offering with a Nasdaq listing. In addition the company entered into two multi-currency standby facilities during the year. One facility acted as a bridge
financing facility until the Global Equity Offering was completed. No draw downs were made under this facility and it has subsequently been cancelled. The second facility provides borrowings (up to a maximum of NLG 15,000,000) available for working capital purposes for the VNU joint venture. There has been no draw down on this facility to date.
Throughout the year the company has continued to experience rapid growth. Sales increased by 225% from £4,722,000 in 1996 to £15,359,000 in 1997. Operating costs also increased significantly by 96% from £14,854,000 in 1996 to £29,135,000 in 1997, due primarily to increased payroll costs and advertising and marketing costs in connection with the further development and expansion of the company's classified business directory. In addition the company incurred costs of £2,249,683 in relation to the re-branding of the services to ScootTM which was launched on 6 October 1997.
As a result the Group expects this year to be a further period of growth in the UK and the Netherlands, with expansion into other parts of Continental Europe.
Directors and directors' interests The directors who held office during the year were as follows:
R Bonnier C Chedgzoy R Dorjee D Eykel R van den Bergh T Lawrence N Robertson R St Johns B Wood R Zimet
Director Director Director Director Director Director Director Director Director Director
Chairman non executive non executive
non executive non executive non executive
Date of appointment
27 February 1996 18 December 1996 18 December 1996 18 December 1996 18 December 1996
21 |
1 | 60041270_1 | 60041270 | rapid growth. Sales increased by 225% from £4,722,000 in 1996 to £15,359,000 in 1997. Operating costs also increased significantly by 96% from £14,854,000 in 1996 to £29,135,000 in 1997, due primarily to increased payroll costs and advertising and marketing costs in connection with the further development and expansion of the company's classified business directory. In addition the company incurred costs of £2,249,683 in relation to the re-branding of the services to ScootTM which was launched on 6 October 1997.
As a result the Group expects this year to be a further period of growth in the UK and the Netherlands, with expansion into other parts of Continental Europe.
Directors and directors' interests The directors who held office during the year were as follows:
R Bonnier C Chedgzoy R Dorjee D Eykel R van den Bergh T Lawrence N Robertson R St Johns B Wood R Zimet
Director Director Director Director Director Director Director Director Director Director
Chairman non executive non executive
non executive non executive non executive
Date of appointment
27 February 1996 18 December 1996 18 December 1996 18 December 1996 18 December 1996
21 August 1997 27 February 1996 27 February 1996 27 February 1996 27 February 1996
Date of resignation
18 December 1996 18 December 1996 18 December 1996
28 April 1997
The directors who held office at the end of the financial year had the following interests in the ordinary shares of the company as recorded in the register of directors' share and debenture interests:
Class of share
Interest at end of
year
Interest at beginning of
year
D Eykel R Bonnier T Lawrence R Dorjee C Chedgzoy R van den Bergh
2p ordinary shares 2p ordinary shares 2p ordinary shares 2p ordinary shares 2p ordinary shares 2p ordinary shares
1,189,230 33,011,109
83,000 500,000
-
1,189,230 28,458,284
-
The interests at the beginning of the year in shares of Freepages Group plc were all acquired on 27 February 1996 as part of the reverse acquisition of Blagg plc.
According to the register of directors' interests no rights to subscribe for shares in or debentures of the company were granted to any of the other directors or their immediate families, or exercised by |
1 | 60041270_2 | 60041270 | August 1997 27 February 1996 27 February 1996 27 February 1996 27 February 1996
Date of resignation
18 December 1996 18 December 1996 18 December 1996
28 April 1997
The directors who held office at the end of the financial year had the following interests in the ordinary shares of the company as recorded in the register of directors' share and debenture interests:
Class of share
Interest at end of
year
Interest at beginning of
year
D Eykel R Bonnier T Lawrence R Dorjee C Chedgzoy R van den Bergh
2p ordinary shares 2p ordinary shares 2p ordinary shares 2p ordinary shares 2p ordinary shares 2p ordinary shares
1,189,230 33,011,109
83,000 500,000
-
1,189,230 28,458,284
-
The interests at the beginning of the year in shares of Freepages Group plc were all acquired on 27 February 1996 as part of the reverse acquisition of Blagg plc.
According to the register of directors' interests no rights to subscribe for shares in or debentures of the company were granted to any of the other directors or their immediate families, or exercised by them during the financial year.
Details of options to subscribe for ordinary shares of 2p each are as follows:
Directors
At 1 October 1996
Granted At 30 September
during the year
1997
Exercise price p
Date of grant
R Bonnier
8,988,891
-
-
2,000,000 6,000,000
8,988,891
2,000,000 6,000,000 16,988,891
2.71
48.00 96.00
21/11/95 & 09/01/96 05/03/97 05/03/97
C Chedgzoy
6,658,438
-
-
1,500,000 4,500,000
6,658,438
1,500,000 4,500,000 12,658,438
2.71
48.00 96.00
21/11/95 & 09/01/96 05/03/97 05/03/97
R Dorjee
-
811,594
|
1 | 60041270_3 | 60041270 | them during the financial year.
Details of options to subscribe for ordinary shares of 2p each are as follows:
Directors
At 1 October 1996
Granted At 30 September
during the year
1997
Exercise price p
Date of grant
R Bonnier
8,988,891
-
-
2,000,000 6,000,000
8,988,891
2,000,000 6,000,000 16,988,891
2.71
48.00 96.00
21/11/95 & 09/01/96 05/03/97 05/03/97
C Chedgzoy
6,658,438
-
-
1,500,000 4,500,000
6,658,438
1,500,000 4,500,000 12,658,438
2.71
48.00 96.00
21/11/95 & 09/01/96 05/03/97 05/03/97
R Dorjee
-
811,594
811,594
-
1,750,000
1,750,000
-
5,250,000
5,250,000
7,811,594
34.50 48.00 96.00
01/10/96 05/03/97 05/03/97
Freepages Group plc
18 19
k Directors' Report
Options granted are exercisable during a period commencing on the third anniversary and ending on the seventh anniversary of the date of grant. The market price of the company's shares at 30 September 1997 was 36.5p (1996: 34.5p) and the range of market prices during the year was between 33.75p and 51.25p.
Other than disclosed above none of the other directors had been issued with any share options which remain outstanding.
The share options granted are in accordance with the rules of the Timeload Plan approved by shareholders on 21 November 1995, the 1989 Plan approved by shareholders on 4 October 1989, the 1996 Unapproved Plan approved by the Board of Directors on 24 September 1996, and the 1997 Approved & Unapproved Share Option Schemes approved on |
1 | 60041270_b0 | 60041270 | relates. The gain on sale of an investment in an associate also varies between UK GAAP and US GAAP as a result of the differing accounting basis used in determining the net assets of the associate.
f) Stock compensation: No compensation expense has been recognised under UK GAAP in respect of the share options issued to employees and officers of the company.
Under US GAAP compensation expense has been recognised as a charge to income computed as the difference between the exercise price and the market price of the stock at the date of grant of the option.
Freepages Group plc
42 43
k Additional Information for US Investors
Approximate effect on net loss of differences between UK and US GAAP
Net loss in accordance with UK GAAP Adjustments Acquisitions accounting - goodwill Associated undertaking Stock compensation expense Net loss in accordance with US GAAP Loss per share in accordance with US GAAP Weighted average shares outstanding
1997 £000
(14,970)
(798) 157 (64) (15,675)
(3.54)
443,113,209
Approximate cumulative effect on shareholders' equity of differences between UK and US GAAP
Shareholders' equity at 30 September in accordance with UK GAAP
Acquisition accounting - goodwill Associated undertaking
Shareholders' equity at 30 September in accordance with US GAAP
1997 £000
31,937
1,547 172
33,656
Reconciliation of shareholders' equity in accordance with US GAAP
Shareholders' equity at beginning of year Additional paid in capital (adjustment to equity following reverse acquisition) Additional paid in capital (stock compensation) Net loss for year Shares issued Shares issuance costs Shareholders' equity at end of year
1997 £000
5,495
64 (15,675) 47,718 (3,946) 33,656
1996 £000
(10,073)
(64) 1
(36) (10,172)
(3.18) 319,790,155
1996 £000
3,253 2,226
16 5,495
1996 £000
(2,056) 6,617
36 (10,172) 16,127
(5,057) 5,495
Designed and produced by Best & Co., London. 0171 253 3322. Printed by F. S. Moore Ltd.
|
1 | 60041270_b1 | 60041270 | to the maturity of the available back-up facility. Provisions for liabilities and charges under UK GAAP include amounts due within one year which will be classified to current liabilities under US GAAP.
d) Preference shares: Under UK GAAP the one pound convertible preference shares are included in shareholders' equity. Under US GAAP these shares are not classified as shareholders' equity, as they have a mandatory redemption feature.
e) Associated undertakings: Under UK GAAP investments in associated undertakings are reflected in the balance sheet at the cost of the investment plus the Group`s share of the post acquisition reserves, including revaluation reserves, of the associate determined in accordance with UK GAAP. Profits and losses from such activity are reflected based on the Group's share of the earnings of the associate determined on a UK GAAP basis. Under US GAAP, the Group's share of the balance sheet and earnings of an associate are determined by reference to the US GAAP basis net assets (which exclude property revaluation reserves for example) and earnings of the associate. Additionally, under US GAAP the excess of cost over the investors' equity in the net assets of the associate is amortised in relation to the tangible or intangible assets to which it relates. The gain on sale of an investment in an associate also varies between UK GAAP and US GAAP as a result of the differing accounting basis used in determining the net assets of the associate.
f) Stock compensation: No compensation expense has been recognised under UK GAAP in respect of the share options issued to employees and officers of the company.
Under US GAAP compensation expense has been recognised as a charge to income computed as the difference between the exercise price and the market price of the stock at the date of grant of the option.
Freepages Group plc
42 43
k Additional Information for US Investors
Approximate effect on net loss of differences between UK and US GAAP
Net loss in accordance with UK GAAP Adjustments Acquisitions accounting - goodwill Associated undertaking Stock compensation expense Net loss in accordance with US GAAP Loss per share in accordance with US GAAP Weighted average shares outstanding
1997 £000
(14,970)
(798) 157 (64) (15,675)
(3.54)
443,113,209
Approximate cumulative effect on shareholders' equity of differences between UK and US GAAP
Shareholders' equity at 30 September in |
1 | 60041982_0 | 60041982 | 1998 REPORT AND ACCOUNTS
GROUP
plc
Group Profile
www.ferraris.co.uk
Registered Office: Chatteris Engineering Works, Chatteris, Cambridgeshire PE16 6SA
Group Office: 1400 Montagu Court, Kettering Parkway, Kettering, Northants, UK Tel: +44 (0) 1536 410022 Fax: +44 (0) 1536 417455 e-mail: ferraris-group@ferraris.co.uk
Medical Products and Component Division
Medical Components Design and manufacture of custom-design precision components for use in the medical scanner, life sciences and environmental markets in the UK and Europe.
Metalcraft Chatteris, Cambs. UK
Medical Products Manufactures and distributes a broad range of non invasive diagnostic and therapeutic equipment for the asthma management, cardio pulmonary, incontinence and pain management markets, world wide.
Ferraris Medical Enfield, Middlesex, UK Buffalo, New York, USA Toledo, Ohio, USA
Collins-Morgan Gillingham, Kent, UK Boston, Mass., USA
Engineering and Instrument Division
Actuators Manufactures and distributes a range of proprietary rotary actuators for machine tool, aerospace and medical markets.
Jena-Tec Jena, Germany Nottingham. Notts., UK Kenosha, Wisconsin, USA
Precision Finishing and Grinding Precision grinding and finishing of turbine blades.
C&H Sandiacre, Notts. UK
Instruments Design, manufacture and distributors of pedestrian trend monitoring systems and specialist order processing systems for the retail and fast-food markets in the UK and Europe.
Flucon-Lee Integer Amsterdam, Netherlands Kettering, Northants., UK
Contents
Group Profile and Financial Calendar
IFC
Financial Highlights
1
Chairman's Statement
2
Review of Operations
4
Directors and Advisers
6
Directors' Report
7
Directors' Responsibilities and
10
Auditors' Report on Corporate Governance
Report of the Remuneration Committee 11
Auditors' Report
14
Statement of Accounting Policies
15
Consolidated Profit and Loss Account
16
Balance Sheets
17
Consolidated Cash |
1 | 60041982_1 | 60041982 | a range of proprietary rotary actuators for machine tool, aerospace and medical markets.
Jena-Tec Jena, Germany Nottingham. Notts., UK Kenosha, Wisconsin, USA
Precision Finishing and Grinding Precision grinding and finishing of turbine blades.
C&H Sandiacre, Notts. UK
Instruments Design, manufacture and distributors of pedestrian trend monitoring systems and specialist order processing systems for the retail and fast-food markets in the UK and Europe.
Flucon-Lee Integer Amsterdam, Netherlands Kettering, Northants., UK
Contents
Group Profile and Financial Calendar
IFC
Financial Highlights
1
Chairman's Statement
2
Review of Operations
4
Directors and Advisers
6
Directors' Report
7
Directors' Responsibilities and
10
Auditors' Report on Corporate Governance
Report of the Remuneration Committee 11
Auditors' Report
14
Statement of Accounting Policies
15
Consolidated Profit and Loss Account
16
Balance Sheets
17
Consolidated Cash Flow Statement
18
Statement of Total Recognised
19
Gains and Losses
Notes to the Financial Statements
20
Five Year Summary
35
Notice of Meeting
36
Financial Calendar
Results Full year results announced on 23 November 1998.
Report and Financial Statements Posted to shareholders on 23 November 1998.
Annual General meeting To be held on 17 December 1998.
Dividend Payments Final payable on 20 January 1999 to shareholders registered at 8 January 1999.
Ferraris Group plc "The current financial year
has started well with the opening order book up 34% on last year. Opportunities in
our markets for medical products and medical components in North
America and the EU are continuing to grow despite concerns of global recession
and reduction in world trading."
Financial Highlights
1998 1997
£'000 £'000
Turnover
27,652 20,705
Operating profit
2,458 2,002
Profit before taxation 2,107 1,732
Profit after taxation 1,626 1,286
Earnings per share
13.1p 11.4p
|
1 | 60041982_2 | 60041982 | Flow Statement
18
Statement of Total Recognised
19
Gains and Losses
Notes to the Financial Statements
20
Five Year Summary
35
Notice of Meeting
36
Financial Calendar
Results Full year results announced on 23 November 1998.
Report and Financial Statements Posted to shareholders on 23 November 1998.
Annual General meeting To be held on 17 December 1998.
Dividend Payments Final payable on 20 January 1999 to shareholders registered at 8 January 1999.
Ferraris Group plc "The current financial year
has started well with the opening order book up 34% on last year. Opportunities in
our markets for medical products and medical components in North
America and the EU are continuing to grow despite concerns of global recession
and reduction in world trading."
Financial Highlights
1998 1997
£'000 £'000
Turnover
27,652 20,705
Operating profit
2,458 2,002
Profit before taxation 2,107 1,732
Profit after taxation 1,626 1,286
Earnings per share
13.1p 11.4p
Dividend per share
3.6p 3.2p
Turnover (£m) 28
20 21
1996 1997 1998 Profit before taxation (£m)
2.1 1.7 1.4
1996 1997 1998 Earnings per Share (p)
13.1 11.4 9.7
1996 1997 1998 Dividend per Share (p)
3.6 3.2 2.8
1996 1997 1998
Chairman's Statement
"... the Group to increase turnover by 34% over the prior year to a record level of £27.65 million."
2
The financial year ended 31st August 1998 was another period of high performance and achievement for the Ferraris Group.
Strong organic growth in Medical Components, continued growth from the German based Actuator business together with two acquisitions enabled the Group to increase turnover by 34% over the prior year to a record level of £27.652 million.
Medical Products and Components sales accounted for 78% of Group turnover at the year end.
Operating profit, pre-tax profit, earnings per share and cash flow from operations improved to record levels in a year when significant achievements were made in the Group's major corporate objectives.
Return |
1 | 60041982_3 | 60041982 | Dividend per share
3.6p 3.2p
Turnover (£m) 28
20 21
1996 1997 1998 Profit before taxation (£m)
2.1 1.7 1.4
1996 1997 1998 Earnings per Share (p)
13.1 11.4 9.7
1996 1997 1998 Dividend per Share (p)
3.6 3.2 2.8
1996 1997 1998
Chairman's Statement
"... the Group to increase turnover by 34% over the prior year to a record level of £27.65 million."
2
The financial year ended 31st August 1998 was another period of high performance and achievement for the Ferraris Group.
Strong organic growth in Medical Components, continued growth from the German based Actuator business together with two acquisitions enabled the Group to increase turnover by 34% over the prior year to a record level of £27.652 million.
Medical Products and Components sales accounted for 78% of Group turnover at the year end.
Operating profit, pre-tax profit, earnings per share and cash flow from operations improved to record levels in a year when significant achievements were made in the Group's major corporate objectives.
Return on capital was maintained at a level in excess of the Group's target of 25%.
Cash inflow from operations increased during the year by 64% to £3.56 million. Investment in capital projects, new product research and development spend and application for new patents at £1.6 million, was at a level necessary to develop the manufacturing capability, increase the capacity and improve the efficiency of the Group's operations.
Investment in tangible assets was again significantly above depreciation.
Gearing was reduced from 80% at the half year to 47% at the year end.
With the growth of Medical Products and Components activities it has been decided to reorganise the Company into two divisions only by combining our Instruments subsidiaries with Actuators and C&H Precision Finishers into the Engineering and Instruments division.
Financial Results
Group profit before tax for the year ended 31st August 1998 increased 22% to a record £2.107 million (1997: £1.732 million).
Group turnover also reached record levels increasing 34% over the prior year to £27.652 million with
acquisitions contributing £3.194 million and representing 12% of the total. Excluding acquisitions, Group turnover increased 18%.
Earnings per share for the year |
1 | 60041982_b0 | 60041982 | such offer or agreement." 7. To adopt the following resolution as a special resolution: "that the directors having been generally authorised for the purposes of section 80 of the Act be hereby given power in accordance with section 95 of the Act to allot equity securities (within the meaning of section 95 of the Act) as if section 89(1) of the Act did not apply to the allotment, provided that this power is limited to: (i) the allotment of equity securities in connection with an offer (whether by way of a rights issue, open offer or
otherwise) to the holders of ordinary shares of the Company in proportion (as nearly as may be) to their respective holdings of ordinary shares, subject only to exclusions or other arrangements which the directors may deem necessary or expedient to deal with fractional entitlements, legal or practical problems arising in any overseas territory or the requirements of any regulatory body or stock exchange in any territory; and (ii) the allotment (otherwise than under paragraph (i) above) of equity securities up to an aggregate nominal amount of £176,274 and will (unless renewed) expire fifteen months after the date of the passing of this resolution or at the conclusion of the 1999 annual general meeting of the Company, whichever first occurs, but the Company may, before this power expires, make an offer or agreement which would or might require equity securities to be allotted after this power expires and the directors may allot equity securities pursuant to any such offer or agreement."
By order of the Board M. W. James Secretary Chatteris Engineering Works, Chatteris, Cambridgeshire, PE16 6SA 23rd November 1998
NOTES 1. A member of the Company entitled to attend and vote is entitled to appoint one or more proxies to attend and on a poll vote instead of the member. A proxy need not be a member of the Company. 2. A form of proxy is enclosed for use at the meeting, and if used, it should be completed, signed and returned so as to be received by the Company's registrars not less than 48 hours before the meeting.
Inspection of Documents Copies of the service contracts of the directors of the Company, will be available for inspection at the Company's registered office during normal business hours on each weekday (Saturdays and public holidays excepted) from the date of this notice to the close of the meeting and also at the place of the meeting fifteen minutes prior to and during the meeting.
36
|
1 | 60041982_b1 | 60041982 | final dividend of 2.2p per ordinary share payable on 20th January 1999 to shareholders on the register on
8th January 1999. 3. To re-elect I.R. Dighé as a director upon his retirement by rotation. 4. To elect D.R. Malys as a director following his appointment during the year. 5. To re-appoint PricewaterhouseCoopers as auditors of the Company to hold office from the conclusion of this meeting
until the conclusion of the next general meeting at which accounts are laid and to authorise the directors to determine their remuneration. 6. To adopt the following resolution as an ordinary resolution: "in substitution for any previous authority, the directors be hereby generally and unconditionally authorised, in accordance with section 80 of the Companies Act 1985 ("the Act"), to allot relevant securities (as defined in that section) up to a maximum aggregate nominal amount of relevant securities of £1,175,167, and this authority will (unless renewed) expire five years from the date on which this resolution is passed, but the Company may before this authority expires make an offer or agreement which would or might require relevant securities to be allotted after this authority expires and the directors may allot relevant securities pursuant to any such offer or agreement." 7. To adopt the following resolution as a special resolution: "that the directors having been generally authorised for the purposes of section 80 of the Act be hereby given power in accordance with section 95 of the Act to allot equity securities (within the meaning of section 95 of the Act) as if section 89(1) of the Act did not apply to the allotment, provided that this power is limited to: (i) the allotment of equity securities in connection with an offer (whether by way of a rights issue, open offer or
otherwise) to the holders of ordinary shares of the Company in proportion (as nearly as may be) to their respective holdings of ordinary shares, subject only to exclusions or other arrangements which the directors may deem necessary or expedient to deal with fractional entitlements, legal or practical problems arising in any overseas territory or the requirements of any regulatory body or stock exchange in any territory; and (ii) the allotment (otherwise than under paragraph (i) above) of equity securities up to an aggregate nominal amount of £176,274 and will (unless renewed) expire fifteen months after the date of the passing of this resolution or at the conclusion of the 1999 annual general meeting of the Company, |
1 | 60042872_0 | 60042872 | Annual Report & Accounts
for the year to 31 August 1998
Summary of Results
YEAR TO 31 AUGUST 1998
1998 £m
1997 £m
change %
Trading profit
721
688
+5
Profit before tax
615
581
+6
Earnings per share
41.7p
37.3p
+12
Free cash flow
53
104
Trading profit, profit before tax and earnings per share are on a normalised basis at constant currencies
2 Chairman's Statement 3 Chief Executive's Operating Review 8 Financial Review 11 Board of Directors 12 Statement of Directors' Responsibilities and Reports of the Auditor 13 Accounting Policies 14 Group Profit and Loss Account 15 Group Balance Sheet 16 Group Cash Flow Statement 18 Parent Company Balance Sheet 19 Notes to the Accounts 40 Five Year Review 41 Report of the Directors 43 Corporate Governance
45 Report of the Remuneration Committee 53 Spirits & Wine Interests 54 Retailing and Other Interests 55 Investor Information 56 Financial Diary IBC Glossary
Meeting the challenge
Allied Domecq faces many different challenges: relating to the products and services we offer our customers, to the need to run our business to improve performance, and to our wider role in the world.
We want to give our customers the very best in quality, value and service. We must anticipate their changing tastes, and act to meet them. We aim constantly to get closer to the consumers who enjoy our products and to our trade customers.
In performance terms, our ultimate challenge is, as ever, to improve our business continuously thereby delivering the financial results which underpin long term value for shareholders. There are many different ways we can do this: by developing and encouraging our people; by building our brands around the world; and by greater efficiency. We will pursue all three, and we will communicate our strategy and our progress to investors.
We are open to rationalisation where this is in the long term interests of our business and our shareholders.
We remain conscious of our environmental and social responsibilities and continue to take them seriously.
Chairman's Statement
Since mid-1996, great improvements have taken place at Allied Domecq. Most important, earnings per share have increased in constant currency terms by 25 per cent in 1996/97 and by a further 12 per cent in 1997/98. While these figures owe something to |
1 | 60042872_1 | 60042872 | services we offer our customers, to the need to run our business to improve performance, and to our wider role in the world.
We want to give our customers the very best in quality, value and service. We must anticipate their changing tastes, and act to meet them. We aim constantly to get closer to the consumers who enjoy our products and to our trade customers.
In performance terms, our ultimate challenge is, as ever, to improve our business continuously thereby delivering the financial results which underpin long term value for shareholders. There are many different ways we can do this: by developing and encouraging our people; by building our brands around the world; and by greater efficiency. We will pursue all three, and we will communicate our strategy and our progress to investors.
We are open to rationalisation where this is in the long term interests of our business and our shareholders.
We remain conscious of our environmental and social responsibilities and continue to take them seriously.
Chairman's Statement
Since mid-1996, great improvements have taken place at Allied Domecq. Most important, earnings per share have increased in constant currency terms by 25 per cent in 1996/97 and by a further 12 per cent in 1997/98. While these figures owe something to a reduced tax charge, they owe far more to the successful efforts of the executive led by Tony Hales to improve operating performance in every respect. Working capital and the balance sheet generally have been firmly controlled, cash from operations has been well extracted, the dividend has been maintained in real terms along with improvement in cover, and the group's returns on capital have been ratcheted upwards. Above all, clear progress is now being made in driving forward the sales volumes of the group's key brands. This is the best indication of all of the health of the business.
In Spirits & Wine, a number of senior appointments have been made in the course of the year. The management strength, teamwork and momentum thus established under Tony Hales' leadership have made it both possible and beneficial for him to continue as chief executive of Spirits & Wine in addition to his group role. We remain keenly aware of the potential benefits of consolidation in the industry but have so far been frustrated by the unwillingness of the other major players to dilute the controlling holdings in their equity. There is some upside to this in that we have been able to build up the strength and cohesion of the Spirits & Wine business without the enormous distraction of management which rationalisation inevitably entails. However, such short term distraction |
1 | 60042872_2 | 60042872 | a reduced tax charge, they owe far more to the successful efforts of the executive led by Tony Hales to improve operating performance in every respect. Working capital and the balance sheet generally have been firmly controlled, cash from operations has been well extracted, the dividend has been maintained in real terms along with improvement in cover, and the group's returns on capital have been ratcheted upwards. Above all, clear progress is now being made in driving forward the sales volumes of the group's key brands. This is the best indication of all of the health of the business.
In Spirits & Wine, a number of senior appointments have been made in the course of the year. The management strength, teamwork and momentum thus established under Tony Hales' leadership have made it both possible and beneficial for him to continue as chief executive of Spirits & Wine in addition to his group role. We remain keenly aware of the potential benefits of consolidation in the industry but have so far been frustrated by the unwillingness of the other major players to dilute the controlling holdings in their equity. There is some upside to this in that we have been able to build up the strength and cohesion of the Spirits & Wine business without the enormous distraction of management which rationalisation inevitably entails. However, such short term distraction will be faced if there are greater long term benefits to be achieved, and we maintain a positive attitude to consolidation.
In Retailing, our tight control over capital expenditure has been justified by the now apparent over-investment in the
2 ALLIED DOMECQ
UK pub and restaurant industry. As in Spirits & Wine, we have applied ourselves in Retailing to better organisation and management of our existing business. The results in our major businesses, USA Foodservice and UK pubs, compare well with those of our competitors.
The board of Allied Domecq is entering a new phase in its composition. At the forthcoming AGM, Tony Trigg will be retiring with our warm appreciation for a working lifetime of excellent and committed service to the group. In his place as finance director we welcome Philip Bowman who brings strong proven skills and relevant experience. We shall also greatly miss Nigel Stapleton, who will be retiring at the AGM having concluded his six year term as a non-executive director. He has earned the respect of us all for his clear insights and unfailing interest in the group's progress. In anticipation of his retirement we added to the board in early 1998 two further non-executive directors, Sir Ross Buckland and Peter Jacobs. |
1 | 60042872_3 | 60042872 | will be faced if there are greater long term benefits to be achieved, and we maintain a positive attitude to consolidation.
In Retailing, our tight control over capital expenditure has been justified by the now apparent over-investment in the
2 ALLIED DOMECQ
UK pub and restaurant industry. As in Spirits & Wine, we have applied ourselves in Retailing to better organisation and management of our existing business. The results in our major businesses, USA Foodservice and UK pubs, compare well with those of our competitors.
The board of Allied Domecq is entering a new phase in its composition. At the forthcoming AGM, Tony Trigg will be retiring with our warm appreciation for a working lifetime of excellent and committed service to the group. In his place as finance director we welcome Philip Bowman who brings strong proven skills and relevant experience. We shall also greatly miss Nigel Stapleton, who will be retiring at the AGM having concluded his six year term as a non-executive director. He has earned the respect of us all for his clear insights and unfailing interest in the group's progress. In anticipation of his retirement we added to the board in early 1998 two further non-executive directors, Sir Ross Buckland and Peter Jacobs. The board after the AGM will consist of six executive and five non-executive directors (including myself). With the exception of Tony Hales and Ramon Mora-Figueroa, the whole board will have been appointed within the last three and a half years.
Looking forward, we are confident of the momentum in the business and of its underlying quality. However difficult trading conditions may become, we expect to do well by industry standards and to continue to improve our operating performance. Against this improving background we remain open minded about any structural changes which might add long term value for shareholders.
Sir Christopher Hogg Chairman
Chief Executive's Operating Review
This has been another year of progress in the business as the benefits of consistently implemented strategies to build brands and increase efficiency flow through.
Nearly all our major brands have increased their sales volumes and profit and both business streams have grown organically.
In spirits, focused and effective marketing spend has produced better key brand sales volumes and the business is outperforming its main competitors.
In retailing both pub and franchising lead brands have been successfully expanded.
The result has been real growth in underlying profits and earnings and 7 per cent growth in EPS after absorbing the negative impact of currency translation. In addition |
1 | 60042872_b0 | 60042872 | representing the difference between foreign currency profits converted at this year's exchange rates compared with last year.
Foreign income dividend (FID) Dividends paid to shareholders out of foreign income remitted to the UK and on which no advanced corporation tax credit is available to shareholders.
Franchising Business where individuals and/or corporations are provided with the rights to market a specific company's goods and/or services in a designated area for a designated fee.
Gearing enterprise value (EV) Net debt expressed as a percentage of the total of the group's market capitalisation plus net debt.
Goodwill The difference between the price paid for an acquisition and the fair value of the assets and liabilities acquired.
Managed pubs Pubs whose licensees are directly employed by the company.
Market capitalisation The price of one of the company's ordinary shares multiplied by the number of shares in issue. This is the value placed on the group by the stock market.
Normalised Profits or earnings before exceptional items.
Organic growth Growth in profits generated from underlying business activity, as compared to growth generated by acquisitions.
Reserves Mainly profits and property revaluation surpluses not distributed to shareholders.
Return on investment (ROI) Trading profit after tax expressed as a percentage of the total of capital and reserves, excluding revaluation reserves and net debt but including goodwill.
Same store sales Sales from established stores that have traded for at least two years and therefore the year on year comparison is not distorted by openings and closings.
Subsidiary undertaking An entity in which the group exercises a dominant influence, normally by controlling more than 50% of the voting rights.
Tied leased pubs Pubs owned by the company but leased to a lessee who is required to purchase beer from the company. The company's profit is from rent and product sales, the outlet profit is retained by the lessee.
Year 2000 The problem that many computer systems may have with the change from the year 1999 to the year 2000, which arises because these systems were originally written to recognise only the last two digits of each year.
Allied Domecq PLC 24 Portland Place London W1N 4BB United Kingdom Registered number: 689729
Telephone: 0171 323 9000 Internet http://www.allieddomecqplc.com
Designed and produced by Pauffley Photographed by Julian Calder Typeset by Generator Limited Printed in England by Perivan
|
1 | 60042872_b1 | 60042872 | in Spain is a BMC.
Capital expenditure (capex) Money spent on tangible fixed assets such as property, plant and machinery.
Constant currency Profits or earnings where the prior year results of overseas operations are stated at the current year rate of foreign exchange translation, to give a constant measure of growth year on year.
Depletions (USA) A sale from a USA wholesaler to a retail customer.
Direct brand marketing (DBM) Expenditure on advertising and promotion in the marketing of Spirits & Wine brands.
Dividend cover Earnings per share divided by dividends per share. A measure used to assess the company's ability to pay dividends.
Earnings per share (EPS) Profit for the year after tax and minority interests divided by the average
number of shares. Growth in earnings per share can be used to measure the group's financial progress.
EMU Monetary Union within the European Community.
Exceptional items Income or expense items that are disclosed separately because of their size or frequency.
Foreign exchange on transactions Gains and losses representing the difference between the value of sales and purchases denominated in foreign currency calculated at this year's exchange rates compared with last year's.
Foreign exchange on translation Gains and losses representing the difference between foreign currency profits converted at this year's exchange rates compared with last year.
Foreign income dividend (FID) Dividends paid to shareholders out of foreign income remitted to the UK and on which no advanced corporation tax credit is available to shareholders.
Franchising Business where individuals and/or corporations are provided with the rights to market a specific company's goods and/or services in a designated area for a designated fee.
Gearing enterprise value (EV) Net debt expressed as a percentage of the total of the group's market capitalisation plus net debt.
Goodwill The difference between the price paid for an acquisition and the fair value of the assets and liabilities acquired.
Managed pubs Pubs whose licensees are directly employed by the company.
Market capitalisation The price of one of the company's ordinary shares multiplied by the number of shares in issue. This is the value placed on the group by the stock market.
Normalised Profits or earnings before exceptional items.
Organic growth Growth in profits generated from underlying business activity, as compared to growth generated by acquisitions.
Reserves Mainly profits and property revaluation surpluses not distributed to shareholders.
Return on investment (ROI) |
1 | 60043971_0 | 60043971 | Cover.qxd 11/23/98 12:50 PM Page 1
1998
Report and accounts
Cover.qxd 11/23/98 12:50 PM Page 2
The BOC Group plc is a public limited company listed on the London and New York Stock Exchanges and registered in England. This is the report and accounts for the year ended 30 September 1998. It complies with UK regulations and incorporates the annual report on form 20-F for the Securities and Exchange Commission to meet US regulations. An annual review and summary financial statements for the year ended 30 September 1998 has been issued to all shareholders who have not elected to receive this report and accounts.
98A (nov 10).qxd 11/23/98 1:44 PM Page 1
Contents
The BOC Group 1
Report of the directors
2 Financial highlights 4 Chairman's statement 6 Chief executive's review 10 Board of directors 12 Executive management
board 14 Group five year record 16 Group profile 27 Employees 29 Safety, health and the
environment 31 Research, development
and information technology 32 Performance review 45 Finance and treasury review 52 Corporate governance 55 Report of the management
resources committee 64 Report of the auditors to
The BOC Group plc
Financial statements
64 Responsibility of the directors
65 Report of the auditors
66 Group profit and loss account
67 Group balance sheet
68 Group cash flow statement
69 Total recognised gains and losses
69 Movement in shareholders' funds
70 Balance sheet of The BOC Group plc
71 Accounting policies
73 Notes to the financial statements
104 Group undertakings
Shareholder information
106 Dividends 106 Nature of trading market 107 Analysis of shareholdings 108 Taxation 110 Financial calendar 110 Key contacts information 111 Cross reference to form
20-F 112 Glossary of terms
Cautionary statement The report and accounts includes `forward looking information' within the meaning of section 27A of the US Securities Act of 1933 (the `Securities Act'), as amended, and section 21E of the US Securities and Exchange Act of 1934 (the `Exchange Act'), as amended. Certain sections of this annual report including, without limitation, those concerning (i) the company's strategies, (ii) the company's research and product development, and information technology, including Year 2000 readiness, (iii) the company's investments and plant capacity, (iv) the company's restructuring plan, (v) efficiencies for the company resulting |
1 | 60043971_1 | 60043971 | c
Financial statements
64 Responsibility of the directors
65 Report of the auditors
66 Group profit and loss account
67 Group balance sheet
68 Group cash flow statement
69 Total recognised gains and losses
69 Movement in shareholders' funds
70 Balance sheet of The BOC Group plc
71 Accounting policies
73 Notes to the financial statements
104 Group undertakings
Shareholder information
106 Dividends 106 Nature of trading market 107 Analysis of shareholdings 108 Taxation 110 Financial calendar 110 Key contacts information 111 Cross reference to form
20-F 112 Glossary of terms
Cautionary statement The report and accounts includes `forward looking information' within the meaning of section 27A of the US Securities Act of 1933 (the `Securities Act'), as amended, and section 21E of the US Securities and Exchange Act of 1934 (the `Exchange Act'), as amended. Certain sections of this annual report including, without limitation, those concerning (i) the company's strategies, (ii) the company's research and product development, and information technology, including Year 2000 readiness, (iii) the company's investments and plant capacity, (iv) the company's restructuring plan, (v) efficiencies for the company resulting from business reviews and reorganisations, (vi) management's view of the general development and competition in the economies and markets in which it does, or plans to do, business, (vii) management's view of the competitiveness of its products and services, and (viii) the company's liquidity, capital resources and capital expenditure, contain certain forward-looking statements concerning the company's operation, economic performance and financial condition. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic conditions, success of business and operating initiatives and restructuring objectives, changes in the regulatory environment, other government actions, failure of third party suppliers at Year 2000, natural phenomena such as floods and earthquakes, customer strategies and stability, and fluctuations in interest and exchange rates.
Financial year Throughout the report and accounts, reference to `1998' in the text means the financial year ended 30 September 1998. Similarly, references to other years, eg `1999', `1997' and `1996', also mean the financial years to 30 September.
98A |
1 | 60043971_2 | 60043971 | from business reviews and reorganisations, (vi) management's view of the general development and competition in the economies and markets in which it does, or plans to do, business, (vii) management's view of the competitiveness of its products and services, and (viii) the company's liquidity, capital resources and capital expenditure, contain certain forward-looking statements concerning the company's operation, economic performance and financial condition. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic conditions, success of business and operating initiatives and restructuring objectives, changes in the regulatory environment, other government actions, failure of third party suppliers at Year 2000, natural phenomena such as floods and earthquakes, customer strategies and stability, and fluctuations in interest and exchange rates.
Financial year Throughout the report and accounts, reference to `1998' in the text means the financial year ended 30 September 1998. Similarly, references to other years, eg `1999', `1997' and `1996', also mean the financial years to 30 September.
98A (nov 10).qxd 11/23/98 1:44 PM Page 2 2 The BOC Group
Financial highlights
Turnover
Profit before tax
Capital expenditure
1998: £3,549.9m
1997: £3,963.6m
1996: £4,019.5m
Group turnover fell by ten per cent compared with last year. Excluding the Ohmeda health care business which was sold half way through the year, the decline was four per cent. Removing the adverse impact of cur rency translation compared with the previous year, turnover of continuing businesses increased by four per cent. On this basis, gases turnover increased by five per cent and distribution services by ten per cent. Vacuum technology turnover fell by eight per cent.
1998: £247.2m
1997: £445.2m
1996: £444.9m
Group profit before tax includes exceptional items of £(148.8) million. Excluding these, and the operating result of the discontinued Ohmeda health care business, the profit befor e tax was three per cent below last year. However, the 1998 figure was also adversely affected by exchange on translation and, on a |
1 | 60043971_3 | 60043971 | (nov 10).qxd 11/23/98 1:44 PM Page 2 2 The BOC Group
Financial highlights
Turnover
Profit before tax
Capital expenditure
1998: £3,549.9m
1997: £3,963.6m
1996: £4,019.5m
Group turnover fell by ten per cent compared with last year. Excluding the Ohmeda health care business which was sold half way through the year, the decline was four per cent. Removing the adverse impact of cur rency translation compared with the previous year, turnover of continuing businesses increased by four per cent. On this basis, gases turnover increased by five per cent and distribution services by ten per cent. Vacuum technology turnover fell by eight per cent.
1998: £247.2m
1997: £445.2m
1996: £444.9m
Group profit before tax includes exceptional items of £(148.8) million. Excluding these, and the operating result of the discontinued Ohmeda health care business, the profit befor e tax was three per cent below last year. However, the 1998 figure was also adversely affected by exchange on translation and, on a constant currency basis, profit before tax was five per cent higher than last year. The segmental analysis of this shows that gases operating profit was 11 per cent higher, but vacuum technology and distribution services were down 39 per cent and 13 per cent respectively.
The net interest charge for the year was £83.9 million compared with £95.2 million in 1997.
1998: £596.2m
1997: £675.8m
1996: £542.3m
Capital expenditure of subsidiary businesses was £596.2 million a fall of nearly £80 million from 1997; translated on a constant cur rency basis, capital expenditure increased by two per cent. Gases expenditure was 89 per cent of the total continuing businesses of the Group. Regionally, 46 per cent of the total expenditure was in Europe (1997: 29 per cent), 29 per cent in the Americas (1997: 27 per cent), and 20 per cent in Asia/Pacific (1997: 32 per cent). The Group's share of capital expenditure of joint ventures and associates increased from £66.1 million last year to £140.9 million this year, mostly in the Americas region.
98A (nov 10).qxd 11/23/98 |
1 | 60043971_b0 | 60043971 | Report of the auditors
65
Shareholder information
Group profit and loss account
66
Dividends
106
Group balance sheet
67
9 Management's discussion and analysis of financial condition and results of operations Performance review Finance and treasury review
32-44 45-51
Group cash flow statement Total recognised gains and losses Movement in shareholders' funds Balance sheet of The BOC Group plc Accounting policies Notes to the financial statements
68 69 69 70 71-72 73-103
19 Financial statements and exhibits (A) See Item 18 (B) n/a
98j.qxd 11/23/98 2:22 PM Page 112 112 The BOC Group
Glossary of terms
Terms used in the report and accounts
Acquisition accounting Advance corporation tax
Associate Capital allowances Cash at bank Creditors Debtors Finance lease Financial year Freehold Interest receivable Interest payable Joint venture Net asset value Own shares Profit Profit and loss account Profit and loss account reserves Profit for the financial year Provisions Called up share capital
Scrip dividend Shareholders' funds Share premium account
Share issues Stocks Tangible fixed assets Turnover
US equivalent or brief description
Purchase accounting No direct US equivalent. Tax paid on company distributions recoverable from UK taxes due on income Equity investment Tax term equivalent to US tax depreciation allowances Cash Payables Receivables Capital lease Fiscal year Ownership with absolute rights in perpetuity Interest income Interest expense Equity investment Book value Treasury stock Income Income statement Retained earnings Net income Reserves Ordinary shares, capital stock or common stock issued and fully paid Stock dividend Shareholders' equity Additional paid-up capital or paid-in capital (not distributable) Stock outstanding Inventories Property, plant and equipment Revenue
Cover.qxd 11/23/98 12:50 PM Page 2
©The BOC Group plc 1998. Designed and produced by Radley Yeldar (London). Photography by Mike Ellis, Chris Ridley and Edward Webb. Printed by Wace Corporate Print.
Cover.qxd 11/23/98 12:50 PM Page 1
The BOC Group plc Registered office: Chertsey Road, Windlesham, Surrey GU20 6HJ, England Tel: 01276 477222. Fax: 01276 471333. English Register No 22096 Web site: http://www.boc.com
|
1 | 60043971_b1 | 60043971 |
Executive officers
61
Employee share schemes
28
Directors' interests
61-63
Notes to the financial statements
Shareholder information
Note 6d)
84-85
Analysis of shareholdings
107 13 Interest of management in certain
5 Nature of trading market
transactions
Shareholder information
Report of the management resources committee 55-63
Nature of trading market
106-107 14 Description of securities to be registered
6 Exchange controls and other limitations
n/a
affecting security holdings Shareholder information Exchange controls and other limitations
15 Defaults on senior securities n/a
affecting security holders
109 16 Changes in securities and changes in
7 Taxation Shareholder information
security for registered securities n/a
US holders
109 17 Financial statements
8 Selected financial data
n/a
Group five year record
14-15 18 Financial statements
Finance and treasury review
Responsibility of the directors
64
Exchange rates
49-50
Report of the auditors
65
Shareholder information
Group profit and loss account
66
Dividends
106
Group balance sheet
67
9 Management's discussion and analysis of financial condition and results of operations Performance review Finance and treasury review
32-44 45-51
Group cash flow statement Total recognised gains and losses Movement in shareholders' funds Balance sheet of The BOC Group plc Accounting policies Notes to the financial statements
68 69 69 70 71-72 73-103
19 Financial statements and exhibits (A) See Item 18 (B) n/a
98j.qxd 11/23/98 2:22 PM Page 112 112 The BOC Group
Glossary of terms
Terms used in the report and accounts
Acquisition accounting Advance corporation tax
Associate Capital allowances Cash at bank Creditors Debtors Finance lease Financial year Freehold Interest receivable Interest payable Joint venture Net asset value Own shares Profit Profit and loss account Profit and loss account reserves Profit for the financial year Provisions Called up share capital
Scrip dividend Shareholders' funds Share premium account
Share issues Stocks Tangible fixed assets Turnover
|
1 | 60044609_0 | 60044609 | TATE & LYLE IS A WORLD LEADER IN SUGAR, CEREAL SWEETENERS AND STARCHES.
TO BUILD ON THIS POSITION AND PROVIDE OUR SHAREHOLDERS WITH VALUE, OUR ORGANISATION WILL BE DRIVEN BY EFFICIENCY AND INNOVATION.
IN THIS REPORT, WE SHOW WHAT WE ARE DOING TO ACHIEVE THAT.
ANNUAL REPORT 1998
Our Business The Tate & Lyle Group, with headquarters in the UK, operates in over 50 countries with a turnover of over £4 billion. It produces and processes sugar from cane and beet, and processes cereals (predominantly maize and wheat) into sweeteners and starches and other products. The Group also stores, distributes and processes by-products, particularly into animal feed.
Contents Key Objectives 1 Chairman's Statement 2 Our Current Capability 5 Creating Value 7 Breaking New Ground 9 Our Products 10 Chief Executive's Review 12 Operating and Financial Review 17 Tate & Lyle in the Community 25 Environment Report 26 Key Management 27 Board of Directors 28 Directors' Report 30 Report of the Remuneration and Appointments Committee 32 Directors' Responsibilities, Corporate Governance and Auditors' Report 38 Financial Statements 39 Main Subsidiaries and Investments 65 Information for Investors 68 Ten Year Review 70 Index 72
OUR KEY OBJECTIVES FOR SHAREHOLDER VALUE
WE WILL:
MAINTAIN OUR FOCUS ON SWEETENERS, STARCHES AND OTHER PRODUCTS DERIVED FROM CARBOHYDRATES.
DRIVE COSTS OUT OF OUR BUSINESSES BY PERSISTENT AT1TENTION TO MANUFACTURING AND CAPITAL EFFICIENCY.
USE OUR VOLUME PROCESSING SKILLS TO GROW SELECTIVELY IN MARKETS WHERE THE DEMOGRAPHICS ARE FAVOURABLE.
DELIVER ADDITIONAL GROWTH WITH NEW PRODUCTS AND NEW PROCESSING APPLICATIONS, DEVELOPED THROUGH ESTABLISHED RESEARCH CAPABILITIES AND INDUSTRY ALLIANCES.
MAKE THE NECESSARY CHANGES THROUGHOUT OUR ORGANISATION TO EXPLOIT THE MANY OPPORTUNITIES IN OUR INDUSTRY.
TAT E & L Y L E 1
CHAIRMAN'S STATEMENT From the Chairman Sir David Le |
1 | 60044609_1 | 60044609 | Auditors' Report 38 Financial Statements 39 Main Subsidiaries and Investments 65 Information for Investors 68 Ten Year Review 70 Index 72
OUR KEY OBJECTIVES FOR SHAREHOLDER VALUE
WE WILL:
MAINTAIN OUR FOCUS ON SWEETENERS, STARCHES AND OTHER PRODUCTS DERIVED FROM CARBOHYDRATES.
DRIVE COSTS OUT OF OUR BUSINESSES BY PERSISTENT AT1TENTION TO MANUFACTURING AND CAPITAL EFFICIENCY.
USE OUR VOLUME PROCESSING SKILLS TO GROW SELECTIVELY IN MARKETS WHERE THE DEMOGRAPHICS ARE FAVOURABLE.
DELIVER ADDITIONAL GROWTH WITH NEW PRODUCTS AND NEW PROCESSING APPLICATIONS, DEVELOPED THROUGH ESTABLISHED RESEARCH CAPABILITIES AND INDUSTRY ALLIANCES.
MAKE THE NECESSARY CHANGES THROUGHOUT OUR ORGANISATION TO EXPLOIT THE MANY OPPORTUNITIES IN OUR INDUSTRY.
TAT E & L Y L E 1
CHAIRMAN'S STATEMENT From the Chairman Sir David Lees
Financial Results
1998
1997
Turnover
£4 467m £4 651m
Profit before interest*
£248m £305m
Profit before taxation*
£167m £241m
Dividend per share underlying FID enhancement
17.0p
17.0p 1.325p
Diluted earnings per share*
27.2p
35.1p
*before exceptional charge
Sir Neil Shaw It is appropriate that I should start my first statement as Chairman of Tate & Lyle with thanks to Neil Shaw for his services to the Company during 23 years on the Board, from which he retired in June of this year. He became a director in 1975, was appointed Group Managing Director in 1980 and Chairman in 1986. I am pleased to have the opportunity to acknowledge his very considerable contribution to Tate & Lyle over what has been a distinguished career in a number of different roles.
Results Profit before tax was £165 million. Profit before tax and exceptional items (comprising £13 million profit on fixed asset sales and £15 million exceptional costs) was £167 million. This |
1 | 60044609_2 | 60044609 | es
Financial Results
1998
1997
Turnover
£4 467m £4 651m
Profit before interest*
£248m £305m
Profit before taxation*
£167m £241m
Dividend per share underlying FID enhancement
17.0p
17.0p 1.325p
Diluted earnings per share*
27.2p
35.1p
*before exceptional charge
Sir Neil Shaw It is appropriate that I should start my first statement as Chairman of Tate & Lyle with thanks to Neil Shaw for his services to the Company during 23 years on the Board, from which he retired in June of this year. He became a director in 1975, was appointed Group Managing Director in 1980 and Chairman in 1986. I am pleased to have the opportunity to acknowledge his very considerable contribution to Tate & Lyle over what has been a distinguished career in a number of different roles.
Results Profit before tax was £165 million. Profit before tax and exceptional items (comprising £13 million profit on fixed asset sales and £15 million exceptional costs) was £167 million. This was disappointing by comparison with last year's £241 million. Currency effects accounted for £11 million of the reduction in profits which were also affected adversely by a number of other factors. These included start-up difficulties at Amylum's new plant in France, a disease that affected Western Sugar's beet crop and low sugar prices in North America following a record crop elsewhere. These factors and the results are described in greater detail in the Chief Executive's Review on page 12.
Diluted earnings per share before exceptional items of 27.2p reflected the lower pre-tax profits and compare with 35.1p last year.
Operating cash flow was £395 million. Net borrowings increased by £46 million to £955 million after capital expenditure, acquisitions and other investments of £354 million.
Dividends pence *FID Enhancement of 1.325p
20
18.325*
17.0
17.0
15
16.0
14.4
10
5
94
95
96
97
98
Dividend The total dividend for 1997/98 of 17.0p remains unchanged from the underlying figure for the |
1 | 60044609_3 | 60044609 | was disappointing by comparison with last year's £241 million. Currency effects accounted for £11 million of the reduction in profits which were also affected adversely by a number of other factors. These included start-up difficulties at Amylum's new plant in France, a disease that affected Western Sugar's beet crop and low sugar prices in North America following a record crop elsewhere. These factors and the results are described in greater detail in the Chief Executive's Review on page 12.
Diluted earnings per share before exceptional items of 27.2p reflected the lower pre-tax profits and compare with 35.1p last year.
Operating cash flow was £395 million. Net borrowings increased by £46 million to £955 million after capital expenditure, acquisitions and other investments of £354 million.
Dividends pence *FID Enhancement of 1.325p
20
18.325*
17.0
17.0
15
16.0
14.4
10
5
94
95
96
97
98
Dividend The total dividend for 1997/98 of 17.0p remains unchanged from the underlying figure for the previous year, which excludes the special enhancement in connection with the Foreign Income Dividend paid at the interim in 1997. The final dividend of 11.7p will be due and payable on 6 April 1999 as a second interim dividend to shareholders on the register on 11 December 1998. The payment is two months later than usual but by postponing it to this date the Company saves Advance Corporation Tax which would not be recoverable.
Initial Targets Having been Chairman for less than two months and with a steep learning curve ahead in relation to Tate & Lyle's various businesses, it would be premature for me to do more in this statement than identify a few initial targets. These are set out below: · Last year was self-evidently disappointing for Tate & Lyle. Our aim is to ensure
that 1997/98 represents the trough. · The dividend has effectively remained the same for three years. Going forward,
as an absolute minimum, we will seek to maintain it in real terms. · Capital and other investment expenditure in recent years has been heavy, not
least within the Amylum Group. We will target the rapid achievement of the projected returns on which those investments were based. · Balance Sheet gearing has increased, and interest cover is low by our historic |
1 | 60044609_b0 | 60044609 | overseas
65
Sucralose
14
Sweeteners & Starches Americas, Review of
17
Subject
Page Number
Sweeteners & Starches Europe, Review of
18
Sweeteners & Starches Rest of the World, Review of
19
Tate & Lyle Bundaberg
19
Tate & Lyle International
19
Tate & Lyle Process Technology
21
Tate & Lyle Reinsurance
21
Tate & Lyle Sugars
18
Tate & Lyle Swire
19
Taxation
24
Ten Year Review
70, 71
Turnover by Geographical Market
42
Turnover Segmental Analysis
42
UFIC Group
20
UM Group
20
United Sugar Company
20
Web Site
68 & Back Cover
Western Sugar
17
Year 2000 Programme
24
Zambia Sugar
19
ZSR Corporation
19
T A T E & L Y L E 73
Registered Office Sugar Quay, Lower Thames Street London EC3R 6DQ Tel: 0171 626 6525 Fax: 0171 623 5213
Web Site http://www.tate-lyle.co.uk
Share Registrar Lloyds TSB Registrars (Team 54) The Causeway, Worthing West Sussex BN99 6DA Tel: 01903 833072 Fax: 01903 833371
ADR Depositary The Bank of New York, Investor Relations Department 101 Barclay Street 11th Floor New York, NY 10286 Tel: 1 800 524 4458
North American Contact for Annual Reports Taylor Rafferty Associates, Inc. 205 Lexington Avenue New York, NY 10016-6022 Tel:(212) 889 4350 Fax: (212) 683 2614
Stockbrokers Hoare Govett Limited 4 Broadgate, London EC2M 7LE Tel: 0171 601 0101 Fax: 0171 374 7645
PEP Manager Bradford & Bingley (PEPs) Nominees Limited PO Box 198, Main Street Bingley, West Yorkshire BD16 2YD Tel: 01274 555700
|
1 | 60044609_b1 | 60044609 | Benefits
55
Products
10
Profit and Loss Account
39
Profit Before Interest Segmental Analysis
42
Profit Summary
71
Provisions for Liabilities and Charges
54
72 T A T E & L Y L E
Subject
Page Number
Reconciliation of Movements in Shareholders' Funds
43
Redpath Sugars
17
Related Party Transactions
56
Remuneration and Appointments Committee, Report of the
32
Reserves
60
Share Capital
30, 58
Share Dealing Service
68
Share Information
70
Share Price Information
68
Share Registration
68
Shareholders' Funds
60
Speciality Sweeteners
21
Staff Costs
46
Staley, A E
17
Statement of Cash Flows
41
Statement of Recognised Gains and Losses
43
Stocks
50
Subsidiaries based in the UK
65
Subsidiaries operating overseas
65
Sucralose
14
Sweeteners & Starches Americas, Review of
17
Subject
Page Number
Sweeteners & Starches Europe, Review of
18
Sweeteners & Starches Rest of the World, Review of
19
Tate & Lyle Bundaberg
19
Tate & Lyle International
19
Tate & Lyle Process Technology
21
Tate & Lyle Reinsurance
21
Tate & Lyle Sugars
18
Tate & Lyle Swire
19
Taxation
24
Ten Year Review
70, 71
Turnover by Geographical Market
42
Turnover Segmental Analysis
42
UFIC Group
20
UM Group
20
United Sugar Company
20
Web Site
68 & Back Cover
Western Sugar
17
Year 2000 Programme
24
Zambia Sugar
19
ZSR Corporation
19
T A T E & L Y |
1 | 60045756_0 | 60045756 | Phytopharm plc
ANNUAL REPORT AND ACCOUNTS 1998
The nature of our business
Phytopharm plc's business is to develop prescription medicines formulated from traditional plant-based treatments, often with a long history of use.
Medicines from plants The development of medicines from plants is not a new phenomenon. Aspirin is a well known example. Indeed it is estimated that a quar ter of the active components of currently prescribed medicines were first identified in plants. However, in recent times the search for new medicines in the developed world has tended to focus on the production of single chemicals using synthetic or biotechnological techniques. This strategy has developed under the assumption that it will be always necessar y to identify an active compound prior to the commencement of clinical trials. Even when medicines are derived from plants this approach to development is normally taken. Phytopharm's approach is ver y different however. Phytopharm has pioneered the clinical evaluation of medicines made from whole extracts of medicinal plants. This is without the insistence that purification and identification of active molecules must occur prior to trials in man. To do this the Company has developed proprietary expertise in the quality control and manufacture of such medicines to enable them to be made acceptable to Western pharmaceutical standards. As a result we have successfully carried out a number of studies on such extracts over the last nine years.
a2 Phytopharm plc Annual Report and Accounts 1998
Highlights for the year ended 31 August 1998
The highlights of the year were:
q Appetite suppressant P57 licensed to Pfizer Inc q Option to license an unnamed product to Heska Corporation q Anti-arthritis drug P54 and Alopecia drug P45 enter Phase II clinical
trials in the UK
q Eczema drug P1 reported Phase III clinical trial results q Pruritis drug P53 reported Phase IIa clinical trial results q Successful £2.2 million placing with institutional investors at a nominal
discount in November 1998
"This has been a successful year for Phytopharm. We have built on strong foundations in the Group, and have a broad portfolio of patented products under development. We are now seeing the completion of the first wave of licensing agreements arising from it. Interest in other products in our por tfolio remains strong and the key phase of clinical evaluation is now in progress in five of them.
We have a proven ability to manage the hor ticulture and manufacture of drug |
1 | 60045756_1 | 60045756 | Western pharmaceutical standards. As a result we have successfully carried out a number of studies on such extracts over the last nine years.
a2 Phytopharm plc Annual Report and Accounts 1998
Highlights for the year ended 31 August 1998
The highlights of the year were:
q Appetite suppressant P57 licensed to Pfizer Inc q Option to license an unnamed product to Heska Corporation q Anti-arthritis drug P54 and Alopecia drug P45 enter Phase II clinical
trials in the UK
q Eczema drug P1 reported Phase III clinical trial results q Pruritis drug P53 reported Phase IIa clinical trial results q Successful £2.2 million placing with institutional investors at a nominal
discount in November 1998
"This has been a successful year for Phytopharm. We have built on strong foundations in the Group, and have a broad portfolio of patented products under development. We are now seeing the completion of the first wave of licensing agreements arising from it. Interest in other products in our por tfolio remains strong and the key phase of clinical evaluation is now in progress in five of them.
We have a proven ability to manage the hor ticulture and manufacture of drug
substances based on natural products and a demonstrable capacity to conduct
early phase development programmes. We remain at the forefront of drug
discovery from natural sources and are continuing to identify new opportunities as
" our reputation grows.
Dr Richard Dixey, Chief Executive of Phytopharm
Phytopharm plc Annual Report and Accounts 1998 1
Contents for the year ended 31 August 1998
Chairman's statement
3
Chief Executive's review
4
Directors, officers and advisors
8
Directors' report
9
Report of the remuneration committee
11
Corporate governance
15
Statement of directors' responsibilities
17
Report of the auditors
18
Report of the auditors to Phytopharm plc on
corporate governance matters
19
Consolidated profit and loss account
20
Balance sheets
21
Consolidated cash flow statement
22
Reconciliation of operating loss to net cash
outflow from operating activities
23
Notes to the financial statements
24 |
1 | 60045756_2 | 60045756 |
substances based on natural products and a demonstrable capacity to conduct
early phase development programmes. We remain at the forefront of drug
discovery from natural sources and are continuing to identify new opportunities as
" our reputation grows.
Dr Richard Dixey, Chief Executive of Phytopharm
Phytopharm plc Annual Report and Accounts 1998 1
Contents for the year ended 31 August 1998
Chairman's statement
3
Chief Executive's review
4
Directors, officers and advisors
8
Directors' report
9
Report of the remuneration committee
11
Corporate governance
15
Statement of directors' responsibilities
17
Report of the auditors
18
Report of the auditors to Phytopharm plc on
corporate governance matters
19
Consolidated profit and loss account
20
Balance sheets
21
Consolidated cash flow statement
22
Reconciliation of operating loss to net cash
outflow from operating activities
23
Notes to the financial statements
24
Notice of Annual General Meeting
36
2 Phytopharm plc Annual Report and Accounts 1998
Chairman's statement
Phytopharm is not, as you know, an ordinary business. Growth in sales and margins as yardsticks have little significance. So the nonexecutive Directors on your Board pay particularly close attention to the budgetary controls of the business.
Drug discovery is difficult to predict as is the reaction of potential customers. Costs can, and must be, tightly controlled and I am happy to tell you that your management is good at setting tight budgets and operating within them.
The cost picture is satisfactory but what is most heartening is that the policy of broadening the portfolio of products, which we mentioned last year, shows such promise that it is already beginning to pay out. Your company is now being recognised by both pharmaceutical and botanical partners; a development which I am sure will stand us in good stead in the future.
My non-executive colleagues and I continue to be impressed by the quality of the people in the business and the considerable energy and commitment that they bring to their roles. We believe that Phytopharm is the best and most successful operation in the field and we are determined to |
1 | 60045756_3 | 60045756 |
Notice of Annual General Meeting
36
2 Phytopharm plc Annual Report and Accounts 1998
Chairman's statement
Phytopharm is not, as you know, an ordinary business. Growth in sales and margins as yardsticks have little significance. So the nonexecutive Directors on your Board pay particularly close attention to the budgetary controls of the business.
Drug discovery is difficult to predict as is the reaction of potential customers. Costs can, and must be, tightly controlled and I am happy to tell you that your management is good at setting tight budgets and operating within them.
The cost picture is satisfactory but what is most heartening is that the policy of broadening the portfolio of products, which we mentioned last year, shows such promise that it is already beginning to pay out. Your company is now being recognised by both pharmaceutical and botanical partners; a development which I am sure will stand us in good stead in the future.
My non-executive colleagues and I continue to be impressed by the quality of the people in the business and the considerable energy and commitment that they bring to their roles. We believe that Phytopharm is the best and most successful operation in the field and we are determined to maintain and, where possible, improve the professionalism of the business.
1998 has been a very encouraging year for Phytopharm, I am sure the success will continue.
Gordon Stevens, Chairman
21 December 1998
Chartis pretium quotus arroget annus scriptor abhinc annos centum qui decidit.
Phytopharm plc Annual Report and Accounts 1998 3
Chief Executive's review
Having created highly specialised arrangements for the manufacture and development of extracts of medicinal plants over the past two years, this year has seen our operations subjected to intense scrutiny by multinational partners. Botanical pharmaceuticals are a new class of medicine, so the successful outcome of this process has been of particular importance in validating both our development philosophy and our ability to deliver it. The recent agreements with Pfizer Inc and Heska Corporation are the first fruits of this process and there continues to be sustained interest from multinational partners in more than one product in our portfolio for more than one marketplace.
Of course, such interactions are a two way process and we have been equally privileged to learn at first hand how multinational companies are reacting to the opportunity represented by these new medicines. The emergence of the companion animal market as a substantial opportunity, |
1 | 60045756_b0 | 60045756 | A proxy need not be a member of the Company. 2. To be valid, a proxy must be lodged at the office of the Company's Registrars Independent Registrars Group Limited, Balfour House, 390/398 High Road, Ilford, Essex IG1 1BR not later than 48 hours before the meeting. 3. The register of Directors' interests in the capital of the Company and copies of the Directors' service contracts will be available for inspection at the place of the meeting for at least 15 minutes prior to and during the meeting.
Notes on special business resolutions There are two items of special business to be proposed at the Annual General Meeting and these are set out as the final two resolutions above. These authorities are in line with current practice and institutional guidelines and renew existing authorities. Whilst the directors have no current intention of exercising the authorities sought by these resolutions, they believe them to be necessary in order to maintain flexibility for the future.
Authority to allot shares (Resolution 4) An ordinary resolution will be put to shareholders seeking authority for the directors, under section 80 of the Companies Act 1985, to allot shares during the period from the end of the Annual General Meeting to be held on the 4 February 1999 until the next Annual General Meeting of the company. That authority will be up to an aggregate nominal value of £109,549 equivalent to 10,954,900 ordinary shares of 1p and represents one third of the current issued share capital of the company.
Disapplication of statutory pre-emption rights (Resolution 5) A special resolution will be put to shareholders seeking authority for the directors to allot and issue unissued ordinary shares without first offering them to existing shareholders in proportion to their holdings. This resolution will limit the nominal value of ordinary shares which may be so issued (other than in the case of a rights issue) to £16,432 equivalent to 1,643,200 ordinary shares of 1p, representing 5% of the issued share capital of the company. The authority granted by this resolution will expire at the next Annual General Meeting of the company.
36 Phytopharm plc Annual Report and Accounts 1998
This Annual Report has been produced on a TCF Chlorine Free material which is sourced from fully sustainable forests
Phytopharm plc, Corpus Christi House 9 West Street, Godmanchester, Cambs PE18 8HG UK Telephone: +44 1480 437697 Fax: +44 1480 417090
|
1 | 60045756_b1 | 60045756 | offer, and if made in respect of equity securities of any other class is made consistently with the rights attached thereto, subject only to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal, regulatory or practical problems arising in relation to any overseas territory: and (ii) the allotment of equity securities for cash (otherwise than as mentioned in paragraph (i) of the resolution) up to an aggregate nominal amount of £16,432. and shall expire on the date of the next Annual General Meeting of the Company save that the Directors may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry
By order of the Board
Dr S C Loach Secretar y
Registered office Corpus Christi House 9 West Street Godmanchester Huntingdon Cambs PE18 8HG
Notes: 1. A member entitled to attend and vote may appoint a proxy to attend and, on a poll, vote instead of him. A member may appoint more than one proxy provided that
the instrument appointing the proxy shall specify the number of Shares in respect of which the proxy is appointed and only one proxy shall be appointed in respect of any one share. A proxy need not be a member of the Company. 2. To be valid, a proxy must be lodged at the office of the Company's Registrars Independent Registrars Group Limited, Balfour House, 390/398 High Road, Ilford, Essex IG1 1BR not later than 48 hours before the meeting. 3. The register of Directors' interests in the capital of the Company and copies of the Directors' service contracts will be available for inspection at the place of the meeting for at least 15 minutes prior to and during the meeting.
Notes on special business resolutions There are two items of special business to be proposed at the Annual General Meeting and these are set out as the final two resolutions above. These authorities are in line with current practice and institutional guidelines and renew existing authorities. Whilst the directors have no current intention of exercising the authorities sought by these resolutions, they believe them to be necessary in order to maintain flexibility for the future.
Authority to allot shares (Resolution 4) An ordinary resolution will be put to shareholders seeking authority for the directors, under section 80 of the Companies Act 1985, to allot shares during the period from the end of the Annual General Meeting to be held on the 4 February 1999 until the next Annual |
1 | 60045845_0 | 60045845 | Talisman House Plc Report & Accounts 30 September 1999
TALISMAN HOUSE Plc ANNUAL REPORT 1999
CONTENTS
Directors and Advisers Chairman's Statement Report of the Directors Corporate Governance Report of the Remuneration Committee Statement of Directors' Responsibilities Auditors' Report to the Shareholders Consolidated Profit and Loss Account Consolidated Balance Sheet Company Balance Sheet Consolidated Cash Flow Statement Notes to the Financial Statements Notice of Annual General Meeting
Page 2 3 6 10 12
13 14 15 16 17 18 19 35
PAGE 1
TALISMAN HOUSE Plc ANNUAL REPORT 1999
DIRECTORS AND ADVISERS
Directors
Company secretary Registered office Registered number Nominated adviser
Nominated broker
Auditors Solicitors Bankers Registrars
S.J. Barclay, FCA, MBA, Executive Chairman J.S. Mackay, Chief Executive R. Feigen, Executive Director B. Asher, Non-executive Director P.J. Murrin, FCA, TEP, Non-executive Director N.W. Wray, Non-executive Director
J.R. Shaw, FCA
29/30 Cornhill London EC3V 3NF
2070211
Grant Thornton Grant Thornton House Melton Street Euston Square London NW1 2EP
Ellis & Partners Limited Talisman House 16 The Courtyard East Park, Crawley West Sussex RH10 6AS
Deloitte & Touche Stonecutter Court 1 Stonecutter Street London EC4A 4TR
Memery Crystal 31 Southampton Row London WC1B 5HT
Barclays Bank PLC London Corporate Banking PO Box 544, 54 Lombard Street London EC3V 9EX
Harford Registrars Harford House 101-103 Great Portland Street London W1N 6LL
PAGE 2
TALISMAN HOUSE Plc ANNUAL REPORT 1999
CHAIRMAN'S STATEMENT
The year ending 30 September 1999 was a significant one for Talisman House Plc, both in terms of performance and developments. I am delighted to report a substantial increase in our profit before taxation to £776,592 (1998 £147,625) on a turnover of £5,204,199 (1998 £442,019). Earnings per share rose some 36 per cent. to 0.45p (1998 0.33p).
As a result |
1 | 60045845_1 | 60045845 | 3V 3NF
2070211
Grant Thornton Grant Thornton House Melton Street Euston Square London NW1 2EP
Ellis & Partners Limited Talisman House 16 The Courtyard East Park, Crawley West Sussex RH10 6AS
Deloitte & Touche Stonecutter Court 1 Stonecutter Street London EC4A 4TR
Memery Crystal 31 Southampton Row London WC1B 5HT
Barclays Bank PLC London Corporate Banking PO Box 544, 54 Lombard Street London EC3V 9EX
Harford Registrars Harford House 101-103 Great Portland Street London W1N 6LL
PAGE 2
TALISMAN HOUSE Plc ANNUAL REPORT 1999
CHAIRMAN'S STATEMENT
The year ending 30 September 1999 was a significant one for Talisman House Plc, both in terms of performance and developments. I am delighted to report a substantial increase in our profit before taxation to £776,592 (1998 £147,625) on a turnover of £5,204,199 (1998 £442,019). Earnings per share rose some 36 per cent. to 0.45p (1998 0.33p).
As a result of this significant progress, the Board is recommending a final net dividend of 0.1p, which will be paid on 17 March 2000 to shareholders on the register at 4 February 2000.
These results reflect a full year's trading from Ellis & Partners Limited and Clifton Financial Associates Plc and ten months trading from Seymour Pierce Limited. The acquisition of Seymour Pierce Limited on 1 December 1998 enhanced the Group's commitment to develop a financial services group, providing a high level of service to essentially an entrepreneurial client base.
Talisman House Plc now consists of an integrated corporate finance, institutional and private stockbroking client business, serving entrepreneurial, growth companies. The Group has successfully demonstrated its ability to win new business from its competitors, picking up brokerships for existing companies and attracting a steady flow of companies wishing to float on the London Stock Exchange.
Acquisition of Keith Harris Partnership Limited In January 2000 Talisman House acquired the Keith Harris Partnership Limited, ("Keith Harris Partnership"), a recently incorporated company, which at completion had net assets of approximately £1.7 million made up principally of free cash balances.
We acquired approximately 98 per cent. of Keith Harris Partnership from its shareholders, Keith Harris, John Mackay, Syncbeam Limited, a company wholly-owned |
1 | 60045845_2 | 60045845 | of this significant progress, the Board is recommending a final net dividend of 0.1p, which will be paid on 17 March 2000 to shareholders on the register at 4 February 2000.
These results reflect a full year's trading from Ellis & Partners Limited and Clifton Financial Associates Plc and ten months trading from Seymour Pierce Limited. The acquisition of Seymour Pierce Limited on 1 December 1998 enhanced the Group's commitment to develop a financial services group, providing a high level of service to essentially an entrepreneurial client base.
Talisman House Plc now consists of an integrated corporate finance, institutional and private stockbroking client business, serving entrepreneurial, growth companies. The Group has successfully demonstrated its ability to win new business from its competitors, picking up brokerships for existing companies and attracting a steady flow of companies wishing to float on the London Stock Exchange.
Acquisition of Keith Harris Partnership Limited In January 2000 Talisman House acquired the Keith Harris Partnership Limited, ("Keith Harris Partnership"), a recently incorporated company, which at completion had net assets of approximately £1.7 million made up principally of free cash balances.
We acquired approximately 98 per cent. of Keith Harris Partnership from its shareholders, Keith Harris, John Mackay, Syncbeam Limited, a company wholly-owned by Nigel Wray, and various private investors, by the issue of 68,500,000 new ordinary shares in the Company, representing 28.3 per cent. of the Company's enlarged issued share capital at 31 January 2000.
Keith Harris Partnership was set up to service entrepreneurial companies where it is believed the consolidation amongst global finance houses has left a gap in the market. It has not traded since its incorporation and has no subsidiaries.
Board Changes John Mackay has been appointed a director and chief executive of the Company and on 6 April 2000 Keith Harris will be appointed a director and executive chairman of the Company. I will resign as Chairman of the Company on 6 April 2000 but will remain an executive director of the Company and chairman of Seymour Pierce Limited.
Nigel Wray and Bernard Asher have been appointed non-executive directors of the Company.
Proposed Executive Chairman and New Directors Keith Harris, proposed executive chairman of Talisman House, is the former Chief Executive of the Investment Banking Division of HSBC. He joined Samuel Montagu & Co., which was merged into HSBC Investment Bank, as Chief Executive in September 1994. Prior to that he was Managing Director of Apax Partners & Co Corporate Finance Limited, a private venture capital and corporate finance company, where he |
1 | 60045845_3 | 60045845 | by Nigel Wray, and various private investors, by the issue of 68,500,000 new ordinary shares in the Company, representing 28.3 per cent. of the Company's enlarged issued share capital at 31 January 2000.
Keith Harris Partnership was set up to service entrepreneurial companies where it is believed the consolidation amongst global finance houses has left a gap in the market. It has not traded since its incorporation and has no subsidiaries.
Board Changes John Mackay has been appointed a director and chief executive of the Company and on 6 April 2000 Keith Harris will be appointed a director and executive chairman of the Company. I will resign as Chairman of the Company on 6 April 2000 but will remain an executive director of the Company and chairman of Seymour Pierce Limited.
Nigel Wray and Bernard Asher have been appointed non-executive directors of the Company.
Proposed Executive Chairman and New Directors Keith Harris, proposed executive chairman of Talisman House, is the former Chief Executive of the Investment Banking Division of HSBC. He joined Samuel Montagu & Co., which was merged into HSBC Investment Bank, as Chief Executive in September 1994. Prior to that he was Managing Director of Apax Partners & Co Corporate Finance Limited, a private venture capital and corporate finance company, where he established an investment banking operation.
John Mackay has been appointed chief executive of Talisman House, was formerly Deputy Chief Executive of the Investment Banking Division of HSBC. He joined James Capel, which changed its name to HSBC Investment Bank, as Global Head of Equity Capital Markets in June 1995. Prior to that he was a director of Equity Capital Markets at Merrill Lynch, where he had worked in both New York and London.
PAGE 3
TALISMAN HOUSE Plc ANNUAL REPORT 1999
CHAIRMAN'S STATEMENT
Nigel Wray, who has been appointed a non-executive director, is executive chairman of Burford Holdings plc. He is a non-executive director of Singer & Friedlander Group plc, Chorion plc, Knutsford Group plc and several other listed and private companies.
Bernard Asher, who has been appointed a non-executive director, was a main board director of HSBC Holdings and chairman of its investment bank. He currently sits on the board of Legal and General plc, is Chairman of Lonrho Africa plc, and is a director of a number of other public companies.
Warrants On 19 January 2000 the Company granted further " |
1 | 60045845_b0 | 60045845 | for use at the Annual General Meeting to be held at 10.00 a.m. on 8 March 2000
I/We (block capitals please)
Resolutions
FOR
AGAINST
................................................................................................
1
................................................................................................
2
................................................................................................
3
................................................................................................
4
a member/members of TALISMAN HOUSE Plc
5
hereby appoint the Chairman of the meeting or*
6
................................................................................................
7
8
to attend and vote for me/us at the Annual General
9
Meeting of the Company convened for 10.00 a.m. on
8 March 2000 and at any adjournment thereof.
10
I/We direct my/our Proxy to vote as indicated opposite.
Please indicate with an X how you wish your vote to be cast.
*If you wish to nominate your own proxy, please delete the words "the Chairman of the meeting" and insert your own choice in the space provided.
Date.......................................................................................
Signature..............................................................................
Notes:
1 To be valid this form of proxy and any power of attorney, or notarially certified copy thereof, under which it is executed must be lodged with the Company's Registrars, Harford Registrars, at the address printed overleaf not later than 48 hours before the time fixed for the holding of the meeting or adjourned meeting. Any alterations made in this form should be initialled.
2 If the appointee is a corporation this form of proxy must be executed under its common seal or under the hand of an Officer or attorney duly authorised in that behalf.
3 In the case of joint holders, the signature of any one holder will be sufficient but the names of all joint holders should be stated.
4 If this form of proxy is returned without any indication as to how the person appointed shall vote, he will exercise his discretion as to how he votes or whether he abstains from voting.
5 A proxy need not be a member of the Company.
BUSINESS REPLY SERVICE Licence No. WD 2699
Third Fold and Tuck In
1
First Fold
Harford Registrars Harford House 101-103 Great Portland Street London W1E 3QZ
Second Fold
Perivan Financial Print 16808
|
1 | 60045845_b1 | 60045845 | .R. Shaw Company Secretary
4 February 2000
Notes: 1. A member of the Company entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a
poll, vote instead of him. A proxy need not be a member. Completion and return of the enclosed form of proxy will not preclude shareholders from attending and voting at the meeting. 2. To be valid, the form of proxy, together with the power of attorney, if any, under which it is signed, or a notarially certified copy thereof, must be received at the office of the Company's Registrars, Harford Registrars, Harford House 101-103 Great Portland Street, London WIN 6LL not less than 48 hours before the time fixed for the Meeting or any adjourned Meeting at which the proxy is to vote. 3. Copies of directors' contracts of service and the register of directors' interests in the shares of the Company are available for inspection at the Registered Office during normal business hours (Saturdays and Sundays excepted), until the Meeting and at the Meeting for a period of 15 minutes before the commencement until the conclusion of the Meeting.
PAGE 36
TALISMAN HOUSE Plc
Proxy for use at the Annual General Meeting to be held at 10.00 a.m. on 8 March 2000
I/We (block capitals please)
Resolutions
FOR
AGAINST
................................................................................................
1
................................................................................................
2
................................................................................................
3
................................................................................................
4
a member/members of TALISMAN HOUSE Plc
5
hereby appoint the Chairman of the meeting or*
6
................................................................................................
7
8
to attend and vote for me/us at the Annual General
9
Meeting of the Company convened for 10.00 a.m. on
8 March 2000 and at any adjournment thereof.
10
I/We direct my/our Proxy to vote as indicated opposite.
Please indicate with an X how you wish your vote to be cast.
*If you wish to nominate your own proxy, please delete the words "the Chairman of the meeting" and insert your own choice in the space provided.
Date.......................................................................................
Signature..............................................................................
Notes:
1 To be valid this form of |
1 | 60045981_0 | 60045981 | Daily Mail and General Trust plc Annual Report and Accounts 27th September, 1998 Providing media products and services to meet the changing needs of our customers.
Contents 01 Corporate Profile and Financial Highlights 02 The Third Viscount Rothermere and Sir David English 04 Chairman's Statement 05 Board of Directors 06 Group Structure 07 Chief Executive's Review and Key Events 08 Associated Newspapers 12 DMG New Media 14 Northcliffe Newspapers 18 Euromoney Publications 20 Harmsworth Media 24 DMG Information 26 Financial Review
29 Directors' Report 31 Report of the Remuneration and Nominations Committee 34 Reports of the Auditors 35 Group Profit and Loss Account 36 Group Cash Flow Statement 37 Group Balance Sheet 38 Statement of Total Recognised Gains and Losses 39 Company Balance Sheet 40 Accounting Policies 42 Notes to the Profit and Loss Account 48 Notes to the Cash Flow Statement 50 Notes to the Balance Sheets 63 Principal Subsidiaries 65 Five Year Financial Summary 67 Shareholder Information
01 Daily Mail and General Trust plc Corporate Profile and Financial Highlights
Corporate Profile Daily Mail and General Trust is one of the longestestablished and most successful media companies in the UK. Its origins date back to the launch in 1896 of the Daily Mail, but it now has interests around the world in national and regional newspapers, business publishing, television, radio, exhibitions and information publishing.
Recent investments in electronic publishing put DMGT at the forefront of new and exciting media developments. It is our intention to build on our long-standing commitment to quality and our unrivalled editorial excellence and experience to create the best new media products of tomorrow.
02 Daily Mail and General Trust plc Tributes
The Third Viscount Rothermere (1925-1998) and Sir David English (1931-1998)
Sir Patrick Sergeant, a director of DMGT since 1983, City Editor of the Daily Mail from 1960 to 1984 and founder of Euromoney, remembers two remarkable individuals, who both died during the year.
No shareholder had a better friend than the third Lord Rothermere. While he was Chairman, the stock market value of the Daily Mail and General Trust soared from £31 million in July 1978 to £2,400 million when he died. In those twenty years, the price of the `A' Ordinary shares went from the equivalent of 32 pence to £24 and net profits before tax bounded from £3 million to £197 million in the year just ended.
Avuncular, charming, with a |
1 | 60045981_1 | 60045981 | world in national and regional newspapers, business publishing, television, radio, exhibitions and information publishing.
Recent investments in electronic publishing put DMGT at the forefront of new and exciting media developments. It is our intention to build on our long-standing commitment to quality and our unrivalled editorial excellence and experience to create the best new media products of tomorrow.
02 Daily Mail and General Trust plc Tributes
The Third Viscount Rothermere (1925-1998) and Sir David English (1931-1998)
Sir Patrick Sergeant, a director of DMGT since 1983, City Editor of the Daily Mail from 1960 to 1984 and founder of Euromoney, remembers two remarkable individuals, who both died during the year.
No shareholder had a better friend than the third Lord Rothermere. While he was Chairman, the stock market value of the Daily Mail and General Trust soared from £31 million in July 1978 to £2,400 million when he died. In those twenty years, the price of the `A' Ordinary shares went from the equivalent of 32 pence to £24 and net profits before tax bounded from £3 million to £197 million in the year just ended.
Avuncular, charming, with a twinkle in his eye, Vere Rothermere was also ruthless, clever and well read. His talent was faith in himself, in his powers. He was decisive and performed without fail what he had resolved to do.
In 1971 the Daily Mail was in crisis selling only half as many copies as the Daily Express and going downhill. Several directors thought it should merge with the Daily Express. Having succeeded his father as Chairman of Associated Newspapers (a subsidiary of DMGT) Vere said "No". He resolved to save his newspaper and decided on something radical - to change the old Daily Mail into a mid-market tabloid. A superb picker of people, he chose David (later Sir David) English to edit it. They aimed the paper at the younger, affluent women readers. They had found a need and they filled it - the classical way to make a fortune.
The new tabloid Daily Mail was launched in May 1971. It began badly with circulation falling and losses mounting. It was in those trying times that Vere and David became very close. Vere remained calm though, as he said "it is even more difficult for me than for you David; you can always get another job. I can never get another empire." Slowly the Daily Mail circulation |
1 | 60045981_2 | 60045981 | twinkle in his eye, Vere Rothermere was also ruthless, clever and well read. His talent was faith in himself, in his powers. He was decisive and performed without fail what he had resolved to do.
In 1971 the Daily Mail was in crisis selling only half as many copies as the Daily Express and going downhill. Several directors thought it should merge with the Daily Express. Having succeeded his father as Chairman of Associated Newspapers (a subsidiary of DMGT) Vere said "No". He resolved to save his newspaper and decided on something radical - to change the old Daily Mail into a mid-market tabloid. A superb picker of people, he chose David (later Sir David) English to edit it. They aimed the paper at the younger, affluent women readers. They had found a need and they filled it - the classical way to make a fortune.
The new tabloid Daily Mail was launched in May 1971. It began badly with circulation falling and losses mounting. It was in those trying times that Vere and David became very close. Vere remained calm though, as he said "it is even more difficult for me than for you David; you can always get another job. I can never get another empire." Slowly the Daily Mail circulation rose as the Express's fell but it took twenty years, until 1991, to pass the Express. Now the Mail sells more than twice as many copies as the Express and is much more profitable.
The launch of The Mail on Sunday again showed Vere and David at their best. The launch was a disaster. The first editor went after ten weeks. David edited it as well as the Daily Mail for a while and nearly everyone begged Vere to close it. Instead, to the despair of his managers, and to the joy of his journalists, Vere relaunched the Sunday with a colour magazine and a new editor. This time he chose well. Like the Daily Mail and the Standard, The Mail on Sunday is now the leader in its market with a rising circulation and highly profitable.
There is not room here to detail Vere's far sighted and elegant manoeuvres in closing the Evening News which was losing a fortune and buying first half and later the whole of the Evening Standard. In February 1987, Vere was with me in Tokyo at a Euromoney conference when Robert Maxwell launched the London Daily News to challenge the Standard. Vere's response was quick. After a long night on the telephone, with the help of some Standard journalists, he |
1 | 60045981_3 | 60045981 | rose as the Express's fell but it took twenty years, until 1991, to pass the Express. Now the Mail sells more than twice as many copies as the Express and is much more profitable.
The launch of The Mail on Sunday again showed Vere and David at their best. The launch was a disaster. The first editor went after ten weeks. David edited it as well as the Daily Mail for a while and nearly everyone begged Vere to close it. Instead, to the despair of his managers, and to the joy of his journalists, Vere relaunched the Sunday with a colour magazine and a new editor. This time he chose well. Like the Daily Mail and the Standard, The Mail on Sunday is now the leader in its market with a rising circulation and highly profitable.
There is not room here to detail Vere's far sighted and elegant manoeuvres in closing the Evening News which was losing a fortune and buying first half and later the whole of the Evening Standard. In February 1987, Vere was with me in Tokyo at a Euromoney conference when Robert Maxwell launched the London Daily News to challenge the Standard. Vere's response was quick. After a long night on the telephone, with the help of some Standard journalists, he relaunched the Evening News selling it at 10 pence, later 5 pence, against the 20 pence for Maxwell's London Daily News. The next morning he was weary and somewhat pre-occupied. "What have you been up to?" I asked. "Whatever it was, it was much more expensive than what you think it was" said Vere - and was most joyful when Maxwell closed the London Daily News in July having lost £50 million.
Vere was proud of Euromoney whose profits rose from £117,427 in 1978 when he became Chairman of DMGT to £32 million last year. He was fond of saying how DMGT's 70% of Euromoney had a stock market value of £300 million which was not a bad return for £6,000 invested in 1969. We were proud of him as the best non-executive director we could have wished for - always on call, never in the way, witty, wise and encouraging. That we were early
into electronic publishing and the Internet owes much to Vere spotting the potential of both early on. Where he used to be there is a hole in our boardroom that nothing can fill.
As the national newspapers prospered, Vere moved to |
1 | 60045981_b0 | 60045981 | 31st March or 30th September respectively.
11,000 1,0015,000 5,00110,000 10,00120,000 20,00150,000 50,001100,000 100,001500,000 500,0011,000,000 1,000,000 & over
955 1,065
268 113 113
68 79 22 17
2,700
35.4 39.4
9.9 4.2 4.2 2.5 2.9 0.8 0.7
100.0
467,202 2,649,207 1,968,813 1,624,420 3,751,141 4,711,754 18,390,731 15,630,138 45,877,506
95,070,912
0.5 2.8 2.1 1.7 3.9 5.0 19.3 16.4 48.3
100.0
Sep 88 Mar 89 Sep 89 Mar 90 Sep 90 Mar 91 Sep 91 Mar 92 Sep 92 Mar 93 Sep 93 Mar 94 Sep 94 Mar 95 Sep 95 Mar 96 Sep 96 Mar 97 Sep 97 Mar 98 Sep 98
68 Daily Mail and General Trust plc
Shareholder Information continued
DMGT Share price relative to FT All - Share Index
£35 £30
DMGT `A' (monthly closing price)
£25
Relative
£20 £15
4 £10
2 £5
0 £0
Advisers
Stockbrokers Cazenove & Co. 12 Tokenhouse Yard London EC2R 7AN Telephone: 0171-588-2828 Auditors PricewaterhouseCoopers 1 Embankment Place London WC2N 6NN Telephone: 0171-583-5000 Registrars Lloyds Bank Registrars The Causeway Worthing West Sussex BN99 6DA Telephone: 01903-502541 Facsimile: 01903-833429
Designed and produced by Façade Design (London) Printed by The colourhouse
Daily Mail and General Trust plc Northcliffe House 2 Derry Street London W8 5TT Telephone 0171 938 6629 Web site http://www.dmgt.co.uk
SARAH LAWRENSON
DAVID
CASEY
|
1 | 60045981_b1 | 60045981 | Ordinary Non-Voting Shares
Range of holdings
Number of shareholders
%
92.2 5.5 0.9 0.3 0.5 0.2 0.4
100.0
%
Shares
%
268,883 165,356
86,761 68,013 209,689 218,000 3,954,916
4,971,618
5.4 3.3 1.8 1.4 4.2 4.4 79.5
100.0
Shares
%
For further details, please contact Cazenove & Co., Company Share Schemes at 12, Tokenhouse Yard, London, EC2R 7AN; Telephone: 0171 606 1768.
Daily Mail and General Investments plc Loan Notes Loan notes issued by the Daily Mail and General Investments plc (`DMGI'), a subsidiary of the Company, are repayable in whole or in part at the option of loan note holders every six months. Loan note holders requiring repayment should complete the redemption section on the back of their loan note and send it to reach the Registrars by 28th February or 31st August for repayments on 31st March or 30th September respectively.
11,000 1,0015,000 5,00110,000 10,00120,000 20,00150,000 50,001100,000 100,001500,000 500,0011,000,000 1,000,000 & over
955 1,065
268 113 113
68 79 22 17
2,700
35.4 39.4
9.9 4.2 4.2 2.5 2.9 0.8 0.7
100.0
467,202 2,649,207 1,968,813 1,624,420 3,751,141 4,711,754 18,390,731 15,630,138 45,877,506
95,070,912
0.5 2.8 2.1 1.7 3.9 5.0 19.3 16.4 48.3
100.0
Sep 88 Mar 89 Sep 89 Mar 90 Sep 90 Mar 91 Sep 91 Mar 92 Sep 92 Mar 93 Sep 93 Mar 94 Sep 94 Mar 95 Sep 95 Mar 96 Sep 96 Mar |
1 | 60046014_0 | 60046014 | 1997 ·1998
ANNUAL
REPORT
GROUPE
ZODIAC
Aeronautical equipment
WORLD LEADER
in civil-aircraft escape slides
WORLD LEADER
in helicopter floats
WORLD LEADER
in parachute systems
WORLD LEADER
in flexible fuel tanks
Airline equipment
WORLD LEADER
in civil-aircraft passenger seats
WORLD LEADER
in-board sanitation systems
Marine - Leisure
WORLD LEADER
in inflatable boats
WORLD LEADER
in inflatable water-sports products
WORLD LEADER
in above-ground swimming pools
WORLD LEADER
in pleasure-boating rescue rafts
Chairman's Message
1983-1998: fifteen years on the stock exchange
Zodiac's initial public offering on the Paris stock exchange in 1983 was a media event. Our company was actually the first to be listed on the "Second Market"--which brought us high visibility and generated widespread investor interest.
Fifteen years on, Zodiac isn't quite the same. Our market capitalization has increased thirtyfold since the IPO. We've substantially expanded our business worldwide, multiplying our sales and profits many times over.
Amid all these changes, our more than 25 acquisitions during the period, and our strategic deployments, Zodiac has consistently followed a path that makes our stock a special--and somewhat atypical--investment.
Our ultimate aim is to create value in the following ways:
· Steady growth, year after year. An unbroken track record of sales and profit growth is a crucial management goal for us.
· World leadership in the markets where we operate. By concentrating on this specific priority, we've built up an exceptionally robust set of franchises capable of benefiting from the steady globalization of the economy and weathering crises.
· A presence in markets with longterm growth potential. Our main strategic deployment in recent years has focused on civil aviation, whose long-term growth prospects look as firm as ever.
· Branching out in areas related to our existing segments--so we can better control the risks inherent in diversification and stay close to our core businesses.
The 1997/98 financial year has proved entirely consistent with these priorities.
· Sales were up 24% and net income by about 30%. These figures exceed our usual performance.
· The acquisition |
1 | 60046014_1 | 60046014 | . We've substantially expanded our business worldwide, multiplying our sales and profits many times over.
Amid all these changes, our more than 25 acquisitions during the period, and our strategic deployments, Zodiac has consistently followed a path that makes our stock a special--and somewhat atypical--investment.
Our ultimate aim is to create value in the following ways:
· Steady growth, year after year. An unbroken track record of sales and profit growth is a crucial management goal for us.
· World leadership in the markets where we operate. By concentrating on this specific priority, we've built up an exceptionally robust set of franchises capable of benefiting from the steady globalization of the economy and weathering crises.
· A presence in markets with longterm growth potential. Our main strategic deployment in recent years has focused on civil aviation, whose long-term growth prospects look as firm as ever.
· Branching out in areas related to our existing segments--so we can better control the risks inherent in diversification and stay close to our core businesses.
The 1997/98 financial year has proved entirely consistent with these priorities.
· Sales were up 24% and net income by about 30%. These figures exceed our usual performance.
· The acquisition of MAG Aerospace, the world's number-one supplier of on-board aeronautical sanitation systems, reflects our commitment to market leadership. So does our acquisition of Avon Marine, which bolsters our position as the world's top supplier of inflatable marine products.
True, we did encounter a few disappointments this year, such as the sluggish recovery in the Pools Division and the lackluster profit growth in our aircraft-seat business. But we can draw lessons from these results in order to ensure a good performance tomorrow.
The 1998/99 financial year is off to a brisk start, despite some clouds on the horizon due to a glum financial and economic environment. Zodiac's markets are unquestionably buoyant, and we are reasonably confident that our performance in 1998/99 will be true to tradition. We will cross the symbolic threshold of FRF5 billion in sales (ca. USD900 million)--with a continued rise in profitability.
Jean-Louis Gerondeau Chairman, Executive Committee
1
EXECUTIVE
COMMITTEE
Jean-Louis Gerondeau Chairman Maurice Pinault
GROUP
CORPORATE OFFICERS
SUPERVISORY
BOARD
Jean-Louis Geronde |
1 | 60046014_2 | 60046014 | of MAG Aerospace, the world's number-one supplier of on-board aeronautical sanitation systems, reflects our commitment to market leadership. So does our acquisition of Avon Marine, which bolsters our position as the world's top supplier of inflatable marine products.
True, we did encounter a few disappointments this year, such as the sluggish recovery in the Pools Division and the lackluster profit growth in our aircraft-seat business. But we can draw lessons from these results in order to ensure a good performance tomorrow.
The 1998/99 financial year is off to a brisk start, despite some clouds on the horizon due to a glum financial and economic environment. Zodiac's markets are unquestionably buoyant, and we are reasonably confident that our performance in 1998/99 will be true to tradition. We will cross the symbolic threshold of FRF5 billion in sales (ca. USD900 million)--with a continued rise in profitability.
Jean-Louis Gerondeau Chairman, Executive Committee
1
EXECUTIVE
COMMITTEE
Jean-Louis Gerondeau Chairman Maurice Pinault
GROUP
CORPORATE OFFICERS
SUPERVISORY
BOARD
Jean-Louis Gerondeau Chairman, Executive Committee
Jean-Jacques Jégou Vice President, Administration and Finance
MARINE-LEISURE
Didier Domange Chairman
Louis Desanges Vice Chairman Marc Assa Melchior d'Aramon Elisabeth Domange Gilberte Lombard Robert Maréchal Marc Schelcher
Maurice Pinault Senior Vice President, Marine-Leisure Segment
Jean-Marc Daillance Vice President, Pools Division
Constantin Klimenko Vice President, Leisure Division
Pierre Barbleu Vice President, Marine Division (Marketing and Sales)
Bernard Maret Vice President, Marine Division (Manufacturing and Research)
AERONAUTICAL EQUIPMENT
STATUTORY
AUDITORS
Ernst & Young Audit Fideuraf
Michel Roussel Vice President, Aeronautical Equipment Division
Jacques Delibrias Vice President, Elastomeric Systems Division
José Redento Vice President, Evacuation Systems Division
AIRLINE EQUIPMENT
Robert Maréchal Division Vice President, Chairman, Sicma Aero Seat
Michel Lab |
1 | 60046014_3 | 60046014 | au Chairman, Executive Committee
Jean-Jacques Jégou Vice President, Administration and Finance
MARINE-LEISURE
Didier Domange Chairman
Louis Desanges Vice Chairman Marc Assa Melchior d'Aramon Elisabeth Domange Gilberte Lombard Robert Maréchal Marc Schelcher
Maurice Pinault Senior Vice President, Marine-Leisure Segment
Jean-Marc Daillance Vice President, Pools Division
Constantin Klimenko Vice President, Leisure Division
Pierre Barbleu Vice President, Marine Division (Marketing and Sales)
Bernard Maret Vice President, Marine Division (Manufacturing and Research)
AERONAUTICAL EQUIPMENT
STATUTORY
AUDITORS
Ernst & Young Audit Fideuraf
Michel Roussel Vice President, Aeronautical Equipment Division
Jacques Delibrias Vice President, Elastomeric Systems Division
José Redento Vice President, Evacuation Systems Division
AIRLINE EQUIPMENT
Robert Maréchal Division Vice President, Chairman, Sicma Aero Seat
Michel Labarre Division Vice President, Chairman, Weber Aircraft
Francis Bretton Vice President, Development
2
The year's highlights
SEPTEMBER 1997
New ProJet 350 boat unveiled at International Marine Technology Exhibition (IMTEC) in Chicago. Baracuda and FTI merge in United States to form Zodiac Pool Care Sector. New entity supplies Baracuda automatic pool cleaners and Nature2 products for pool-water purification.
OCTOBER
Sicma Aero Seat opens new plant in Issoudun: a 13,000-sq. m. assembly facility designed to improve Sicma quality of service and satisfy growing demand. Launch of Ovation--new top-of-the-line range of above-ground pools--at Orlando Aqua Show in Florida. Air Cruisers wins Boeing President Award as one of the company's six best suppliers. Prize awarded for overall performance in the supply of emergency evacuation systems. Official qualification for Agusta 412 helicopter float, developed by Aérazur.
NOVEMBER
U.S. Coast Guard placed new order with Zodiac Hurricane Technologies Inc. for supply of large rigid inflatable boats (RIBs) for highspeed assignments. Amfuel production facility |
1 | 60046014_b0 | 60046014 | .1 20,969.4
103.1 24,834.6 150,195.1
2,481.6
183,330.5
270.4 20,246.1
516.3 25,637.0
1,489.3 27,642.7 13,915.2
--
62,074.5
133.2 21,517.6
1,741.9 25,135.6
46.5 26,924.0 30,648.7
--
79,223.5
NET CHANGE IN WORKING CAPITAL (A B)
Net change in working capital needs, excluding cash Change in operating working capital Foreign-exchange adjustments Change in scope of consolidation Total net change in working capital needs, excluding cash Net change in cash Change in operating working capital Foreign-exchange adjustments Change in scope of consolidation Total net change in cash
44,136.6
18,941.9 (2,877.2) 18,644.8 34,709.6
7,645.0 395.5
1,386.7 9,427.1
5,169.5
22,174.5 14,054.6 (1,120.3) 35,108.7
(27,152.5) (2,439.9) (346.7)
(29,939.2)
(29,835.8)
17,851.9 672.6
(2,680.1) 15,844.5
(40,389.1) (88.9)
(5,202.3) (45,680.3)
12
Zodiac Group Corporate Communication Department - Designed and produced by
GROUPE
ZODIAC
ZODIAC S.A. 2 rue Maurice Mallet
92137 Issy-les-Moulineaux Cedex - France Tel. +33 1 41 23 23 23 - Telex 631 082 - Fax +33 1 46 48 83 87
Web site: http://www.zodiac.fr Zodiac S.A. is incorporated in France with a registered capital of FF49,352,220
Business registration no. B729 800 821 RC Nanterre - APE code 5403
|
1 | 60046014_b1 | 60046014 | 1 165,104.7 165,106.9
67.8
448.8 --
TOTAL SOURCES OF LONG-TERM FUNDS (A)
227,467.0
1996/1997
52,018.2 2,021.6
54,039.8 (8,521.9) 8,595.7
-- 431.4 431.4 77.7
1,006.6 11,614.6
67,244.0
1995/1996
44,325.8 77.4
44,403.2 (7,293.9) 9,806.4
65.9 1,274.5 1,340.3
82.8
465.9 583.0
49,387.7
APPLICATIONS OF LONG-TERM FUNDS
Repayment of advances and loans Repayment of long-term debt Investments - Intangibles - Tangibles - Other assets Total investments Changes in scope of consolidation Impact of exchange-rate movements
TOTAL APPLICATIONS OF LONG-TERM FUNDS (B)
54.1 5,765.2
3,762.1 20,969.4
103.1 24,834.6 150,195.1
2,481.6
183,330.5
270.4 20,246.1
516.3 25,637.0
1,489.3 27,642.7 13,915.2
--
62,074.5
133.2 21,517.6
1,741.9 25,135.6
46.5 26,924.0 30,648.7
--
79,223.5
NET CHANGE IN WORKING CAPITAL (A B)
Net change in working capital needs, excluding cash Change in operating working capital Foreign-exchange adjustments Change in scope of consolidation Total net change in working capital needs, excluding cash Net change in cash Change in operating working capital Foreign-exchange adjustments Change in scope of consolidation Total net change in cash
44,136.6
18,941.9 (2,877.2) 18,644.8 34,709.6
7,645.0 395.5
1,386.7 9,427.1
5,169. |
1 | 60046312_0 | 60046312 | SHL GROUP plc ANNUAL REPORT & ACCOUNTS
FOR THE YEAR ENDED 30 SEPTEMBER 1998
SHL Group plc
PEOPLE WORK
SHL Group operating businesses
AUSTRALIA BELGIUM CANADA DENMARK FINLAND FRANCE GERMANY GREECE
HONG KONG/CHINA
HUNGARY INDIA INDONESIA IRELAND ITALY JAPAN KOREA
MEXICO NETHERLANDS NEW ZEALAND NORWAY POLAND PORTUGAL SINGAPORE SOUTH AFRICA
SPAIN SWEDEN SWITZERLAND TURKEY UK USA
SHL and OPQ are registered trademarks of SHL Group plc which are registered in the United Kingdom and other countries.
ORGANISATIONS
contents
Financial Highlights
2
Chairman's Statement
3
Operational and Financial Review
5
Directors' Report
11
Corporate Governance
13
Report of the Remuneration Committee
15
Statement of Directors' Responsibilities
19
Report of the Auditors
20
Consolidated Profit and Loss Account
21
Consolidated Balance Sheet
22
financial calendar
Annual General Meeting Final Ordinary Dividend Interim Results Interim Ordinary Dividend Final Results
19 February 1999 14 April 1999 June 1999 August 1999 December 1999
Consolidated Cash Flow Statement
23
Company Balance Sheet
24
Statement of Total Recognised Gains and Losses
25
Reconciliation of Movements in Shareholders' Funds 25
Statement of Accounting Policies
26
Notes to the Accounts
28
Directors and Advisors
46
Notice of Annual General Meeting
48
Explanation of Resolutions
50
Form of Proxy
51
SHL Group plc
2
FINANCIAL HIGHLIGHTS
Year ended 30 September
1998 £'000
1997 £'000
1996 £'000
1995 £'000
1994 £'000
Turnover
60,957 41,911 31,959 27,127 22,996
Profit before interest |
1 | 60046312_1 | 60046312 |
20
Consolidated Profit and Loss Account
21
Consolidated Balance Sheet
22
financial calendar
Annual General Meeting Final Ordinary Dividend Interim Results Interim Ordinary Dividend Final Results
19 February 1999 14 April 1999 June 1999 August 1999 December 1999
Consolidated Cash Flow Statement
23
Company Balance Sheet
24
Statement of Total Recognised Gains and Losses
25
Reconciliation of Movements in Shareholders' Funds 25
Statement of Accounting Policies
26
Notes to the Accounts
28
Directors and Advisors
46
Notice of Annual General Meeting
48
Explanation of Resolutions
50
Form of Proxy
51
SHL Group plc
2
FINANCIAL HIGHLIGHTS
Year ended 30 September
1998 £'000
1997 £'000
1996 £'000
1995 £'000
1994 £'000
Turnover
60,957 41,911 31,959 27,127 22,996
Profit before interest(i)
10,298 8,835 7,484 6,540 5,159
Profit before taxation(i)
10,071 9,109 7,774 6,797 5,283
Earnings per share(i)(ii)
10.11p 13.14p 12.09p 10.80p 8.92p
Net (debt)/cash
(2,192) (10,324) 7,513 5,641 4,855
Notes:
(i)
Stated before the exceptional item incurred in 1997.
(ii)
The adjusted earnings per share calculations for the years prior to 1998 are based on the capital
structure post flotation.
CHAIRMAN'S STATEMENT
REVIEW OF RESULTS
I am pleased to report that 1998 has been a year of progress for SHL Group plc. Group sales in the year ended 30 September 1998 increased by 45% to £61.0 million (1997: £41.9 million) with profit before taxation and exceptional items up 11% to £10.1 million (1997: £9.1 million).
As indicated |
1 | 60046312_2 | 60046312 | (i)
10,298 8,835 7,484 6,540 5,159
Profit before taxation(i)
10,071 9,109 7,774 6,797 5,283
Earnings per share(i)(ii)
10.11p 13.14p 12.09p 10.80p 8.92p
Net (debt)/cash
(2,192) (10,324) 7,513 5,641 4,855
Notes:
(i)
Stated before the exceptional item incurred in 1997.
(ii)
The adjusted earnings per share calculations for the years prior to 1998 are based on the capital
structure post flotation.
CHAIRMAN'S STATEMENT
REVIEW OF RESULTS
I am pleased to report that 1998 has been a year of progress for SHL Group plc. Group sales in the year ended 30 September 1998 increased by 45% to £61.0 million (1997: £41.9 million) with profit before taxation and exceptional items up 11% to £10.1 million (1997: £9.1 million).
As indicated at the half year, profits have been adversely affected by the significant losses incurred in the USA as a result of our substantial spending ahead of revenues in that region. The Board took swift action to reduce costs and provide greater central control over all expenditure in the USA and the North American Chief Executive was replaced. As a result of this action, profitability was restored in this region in the fourth quarter of the year.
Our Meridian (UK, Ireland and South Africa) and Continental European regions had excellent years and more than offset the adverse impact of the continued strengthening of sterling and the turmoil in the Asian markets.
Although profit before taxation grew by 11%, earnings per share declined by 23% to 10.1p (1997: 13.1p). This is entirely due to the losses in the USA. The high tax rate was due to these losses being unrelieved in 1997/98.
STRATEGY
Our objective continues to be to build upon our position as a world leader in our specialist field and to achieve growth organically and by acquisition. The Group acquired Park, Aspen Tree and Landy Jacobs during the period August 1997 to March 1998. Landy Jacobs, acquired in March 1998, is a highly respected US firm of industrial psychologists, ably led by the |
1 | 60046312_3 | 60046312 | at the half year, profits have been adversely affected by the significant losses incurred in the USA as a result of our substantial spending ahead of revenues in that region. The Board took swift action to reduce costs and provide greater central control over all expenditure in the USA and the North American Chief Executive was replaced. As a result of this action, profitability was restored in this region in the fourth quarter of the year.
Our Meridian (UK, Ireland and South Africa) and Continental European regions had excellent years and more than offset the adverse impact of the continued strengthening of sterling and the turmoil in the Asian markets.
Although profit before taxation grew by 11%, earnings per share declined by 23% to 10.1p (1997: 13.1p). This is entirely due to the losses in the USA. The high tax rate was due to these losses being unrelieved in 1997/98.
STRATEGY
Our objective continues to be to build upon our position as a world leader in our specialist field and to achieve growth organically and by acquisition. The Group acquired Park, Aspen Tree and Landy Jacobs during the period August 1997 to March 1998. Landy Jacobs, acquired in March 1998, is a highly respected US firm of industrial psychologists, ably led by the two principals, and is a specialist in consultancy and litigation services. Park is one of the UK's largest recruitment advertising agencies which has grown strongly in the year under review and has enabled us to begin the development of an integrated recruitment advertising, response-handling and assessment service business. Aspen Tree, our business specialising in electronic and paperless screening and recruitment systems, acquired in August 1997 has increased sales by 35% in the year under review and there remain further significant opportunities to exploit this business internationally. Finally, we acquired the remaining 49% of the shares in our South African company during the year and this company has also performed very strongly. We are pleased with the progress of these businesses to date.
Employer branding by Park.
PEOPLE
In June 1998, Professor Peter Saville, one of the founding directors of the Company, expressed a wish to relinquish the role of Chairman whilst continuing in his development role with the Group. He was elected to the post of President and remains a director, while I assumed the role of Non-executive Chairman. In August 1998, we were very pleased to appoint Lisa Cramp as Chief Operating Officer, reporting to Roger Holdsworth, the Group Chief Executive. Lisa will concentrate especially on the Meridian and Asia Pacific regions |
1 | 60046312_b0 | 60046312 |
SHL JAPAN Tel: + 81 3 5385 8781 Fax: + 81 3 5385 8785
SHL KOREA Tel: + 82 2 784 1144 Fax: + 82 2 784 1141
SHL MEXICO Tel: + 525 564 5010
SHL NETHERLANDS Tel: + 31 3023 29555 Fax: + 31 3023 29655
SHL NEW ZEALAND Tel: + 649 307 5919 Fax: + 649 373 5486
SHL NORWAY Tel: + 47 22 82 2370 Fax: + 47 22 82 2382
SHL POLAND Tel: + 48 583 46 27 71 Fax: + 48 583 07 57 76
SHL PORTUGAL Tel: + 351 1 321 9940 Fax: + 351 1 342 9968
SHL SAUDI ARABIA Tel: + 9663 833 0539 Fax: + 9663 833 0176
SHL SINGAPORE Tel: + 65 339 5148 Fax: + 65 339 5142
SHL SOUTH AFRICA Tel: + 27 12 346 5330 Fax: + 27 12 346 5333
SHL SPAIN Tel: + 34 91 542 7235 Fax: + 34 91 559 1230
SHL SWEDEN Tel: + 46 8 24 09 51 Fax: + 46 8 21 52 96
SHL SWITZERLAND Tel: + 41 31 960 4360
SHL TURKEY Tel: + 90 216 369 2300 Fax: + 90 216 363 6058
SHL UK Tel: + 44 181 398 4170 Fax: + 44 181 398 9544
PARK HUMAN RESOURCES
Tel: + 44 171 636 1111 Fax: + 44 171 636 6611
SHL USA Tel: + 1 617 236 1550 Fax: + 1 617 236 2092
SHL ASPEN TREE Tel: + 1 307 721 5888 Fax: + 1 307 721 2135
SHL LANDY JACOBS Tel: + 1 814 237 5997 Fax: + 1 814 237 4886
Email: info@shlgroup.com
http://www.shlgroup.com
© SHL Group plc, 1999
|
1 | 60046312_b1 | 60046312 | + 45 45 87 20 38
SHL FINLAND Tel: + 358 9 6969 3648 Fax: + 358 9 6969 2666
SHL FRANCE Tel: + 33 1 47 63 26 22 Fax: + 33 1 46 22 57 69
SHL GERMANY Tel: + 49 40 227 2760 Fax: + 49 40 227 27666
SHL GREECE Tel: + 301 364 6064 Fax: + 301 361 0292
SHL GROUP Tel: + 44 181 398 4170 Fax: + 44 181 398 9544
SHL HONG KONG/CHINA Tel: + 852 2577 1246 Fax: + 852 2577 3982
SHL HUNGARY Tel: + 36 13 75 7435 Fax: + 36 13 75 7463
SHL GROUP OFFICES
SHL INDONESIA Tel: + 62 21 527 2905/6 Fax: + 62 21 527 2907
SHL IRELAND Tel: + 353 12 883 550 Fax: + 353 12 883 668
SHL ITALY Tel: + 39 6 884 1011 Fax: + 39 6 884 1025
SHL JAPAN Tel: + 81 3 5385 8781 Fax: + 81 3 5385 8785
SHL KOREA Tel: + 82 2 784 1144 Fax: + 82 2 784 1141
SHL MEXICO Tel: + 525 564 5010
SHL NETHERLANDS Tel: + 31 3023 29555 Fax: + 31 3023 29655
SHL NEW ZEALAND Tel: + 649 307 5919 Fax: + 649 373 5486
SHL NORWAY Tel: + 47 22 82 2370 Fax: + 47 22 82 2382
SHL POLAND Tel: + 48 583 46 27 71 Fax: + 48 583 07 57 76
SHL PORTUGAL Tel: + 351 1 321 9940 Fax: + 351 1 342 9968
SHL SAUDI ARABIA Tel: + 9663 833 0539 Fax: + 9663 833 0176
SHL SINGAPORE Tel: + 65 339 5148 Fax: + 65 339 5142
SHL SOUTH AFRICA Tel: + 27 12 346 5330 Fax: + |
1 | 60046558_0 | 60046558 | Annual report 1997/98
The year at a glance
3
A five-year record:
Group highlights and key figures 4
Review of operations
5
Market developments
6
Products and developments
9
Personnel
12
Shares and shareholders
13
Future
14
Endorsements
15
Financial review
16
Accounting policies
18
Profit and loss account
19
Balance sheet
20
Cash flow statement
22
Notes
23
Other directorships held
by board and management
27
Group directory
27
Annual General Meeting
will be held on Monday, 25 January 1999 at
+45 4363 0111, fax +45 4343 1616) in the
4.30pm at
period between the release/distribution of the
Radisson SAS Scandinavia Hotel
notice convening the AGM and 20 January
Amager Boulevard 70
1999 at 4pm.
DK-2300 Copenhagen S.
Dividend for the financial year 1997/98 will be
Shareholders can obtain admission and voting
transferred to the registered account with the
cards from the company's head office, Sdr.
Danish Securities Centre on 29 January 1999.
2
Ringvej 49, DK-2605 Brøndby (phone
The year at a glance
· Profit after tax came to DKK 8.8 million, up from DKK 8.2 million a year earlier.
· Consolidated turnover came to DKK 228 million against DKK 237 million a year earlier.
· Product development costs rose by approx. 30%.
· Several new products were launched which were all given a favourable market reception.
· Ambu's IT system was upgraded. · Marketing of Ambu® CardioPump® will be
concentrated in countries outside the United States.
Group structure
Ambu International A/S Denmark Sales, production, R&D
Ambu Inc. USA Sales, production
Ambu France Sarl France Sales company
Ambu Medical Ltd. Hong Kong Sales company
Ambu (Deutschland) GmbH Germany Sales company
AB Germa |
1 | 60046558_1 | 60046558 | financial year 1997/98 will be
Shareholders can obtain admission and voting
transferred to the registered account with the
cards from the company's head office, Sdr.
Danish Securities Centre on 29 January 1999.
2
Ringvej 49, DK-2605 Brøndby (phone
The year at a glance
· Profit after tax came to DKK 8.8 million, up from DKK 8.2 million a year earlier.
· Consolidated turnover came to DKK 228 million against DKK 237 million a year earlier.
· Product development costs rose by approx. 30%.
· Several new products were launched which were all given a favourable market reception.
· Ambu's IT system was upgraded. · Marketing of Ambu® CardioPump® will be
concentrated in countries outside the United States.
Group structure
Ambu International A/S Denmark Sales, production, R&D
Ambu Inc. USA Sales, production
Ambu France Sarl France Sales company
Ambu Medical Ltd. Hong Kong Sales company
Ambu (Deutschland) GmbH Germany Sales company
AB Germa Sweden Sales, production, R&D
Parent company Subsidiaries Distributors
3
A five-year record: Group highlights and key figures
(amounts in DKK million) Parent company
1993/94 1994/95 1995/96 1996/97 1997/98
Financial Turnover highlights Profit on primary operations
Financial income, net Profit before extraordinary items and tax Consolidated profit
212.3 21.8 1.7
219.5 17.6 6.7
207.0 2.3 5.9
237.1 9.2 3.7
227.9 9.1 4.2
23.5 24.3 16.5 16.7
8.2 12.9 13.3 5.6 8.2 8.8
Total assets at year-end Shareholders' equity at year-end Share capital
221.1 173.5 45.4
227.4 183.9 45.4
226.7 185.3 45.4
242.7 191.5 45.4
233.8 193.3 45.4
Investments in tangible fixed |
1 | 60046558_2 | 60046558 | Sweden Sales, production, R&D
Parent company Subsidiaries Distributors
3
A five-year record: Group highlights and key figures
(amounts in DKK million) Parent company
1993/94 1994/95 1995/96 1996/97 1997/98
Financial Turnover highlights Profit on primary operations
Financial income, net Profit before extraordinary items and tax Consolidated profit
212.3 21.8 1.7
219.5 17.6 6.7
207.0 2.3 5.9
237.1 9.2 3.7
227.9 9.1 4.2
23.5 24.3 16.5 16.7
8.2 12.9 13.3 5.6 8.2 8.8
Total assets at year-end Shareholders' equity at year-end Share capital
221.1 173.5 45.4
227.4 183.9 45.4
226.7 185.3 45.4
242.7 191.5 45.4
233.8 193.3 45.4
Investments in tangible fixed assets
Depreciation
Free cash flow
11.7 11.0 13.3 6.8 7.0
8.7
8.2 10.1 11.2 9.3
3.4 14.9 (14.6) 16.4 22.4
Average number of employees
296 311 323 293 274
Key figures
Operating margin 1) Return on net assets 2) Return on equity 3) Equity ratio 4) Profit per DKK100 share 5) Dividend per share Pay-out ratio 6) Book value of shares 7) Share price at year-end Price/book value P/E ratio 8)
10.3% 9.9% 9.8% 78%
36 10 28% 382 860 2.3 24
8.0% 7.7% 9.3% 81%
37 10 27% 405 940 2.3 26
1.1% 1.0% 3.0% 82%
12 10 81% 408 650 1.6 53
3.9% 3.8% 4.4% 79%
18 10 55% 422 560 1.3 31
|
1 | 60046558_3 | 60046558 | assets
Depreciation
Free cash flow
11.7 11.0 13.3 6.8 7.0
8.7
8.2 10.1 11.2 9.3
3.4 14.9 (14.6) 16.4 22.4
Average number of employees
296 311 323 293 274
Key figures
Operating margin 1) Return on net assets 2) Return on equity 3) Equity ratio 4) Profit per DKK100 share 5) Dividend per share Pay-out ratio 6) Book value of shares 7) Share price at year-end Price/book value P/E ratio 8)
10.3% 9.9% 9.8% 78%
36 10 28% 382 860 2.3 24
8.0% 7.7% 9.3% 81%
37 10 27% 405 940 2.3 26
1.1% 1.0% 3.0% 82%
12 10 81% 408 650 1.6 53
3.9% 3.8% 4.4% 79%
18 10 55% 422 560 1.3 31
4.0% 3.9% 4.6% 83%
19 10 52% 426 350 0.8 18
Year-end USD exchange DEM rates FRF
607.25 392.36 114.94
550.80 586.85 388.98 384.41 112.56 113.71
673.95 637.10 380.78 380.29 113.37 113.42
Group turnover DKK million
Profit before/after tax DKK million
Before tax After tax
Group assets/equity capital DKK million
1) Operating margin: profit on ordinary operations as a percentage of net turnover.
2) Return on net assets: profit on ordinary operations as a percentage of total
assets.
3) Return on equity: profit for the year rated to average shareholders' equity.
4) Equity ratio: the proportion of total liabilities to shareholders' equity at year-end.
5) Profit per DKK 100 share: profit after tax rated to the average no. of shares.
6) Pay-out ratio: dividend declared as a percentage of profit for the year.
7) Book value of shares: total |
1 | 60046558_b0 | 60046558 | by the employees
Jan Friedl
Elected by the employees
Vivi Kjær
President & CEO
Ole Nyvold
Senior Executive Vice President
(excluding wholly-owned subsidiaries)
Group directory
Denmark Ambu International A/S Sdr. Ringvej 49 Postboks 215 DK-2600 Glostrup Tel.: +45 43 63 01 11 Fax: +45 43 63 26 00 E-mail: ambu@ambu.com Internet: www.ambu.com President & CEO: Vivi Kjær Senior Executive Vice President: Ole Nyvold Sales, production, R&D
USA Ambu Inc. 611 N. Hammonds Ferry Road Linthicum, MD 21090-1356 Tel.: +1 410 636 1144 Fax: +1 410 636 9969 Chief Exec.: Frank Homa Sales, production
France Ambu France Sarl Airspace Rue Gagarine F33185 Le Haillan Tel.: +33 5 57 92 31 50 Fax: +33 5 57 92 31 59 Chief Exec.: Bruno Malle Sales company
Germany Ambu (Deutschland) GmbH Strassheimer Strasse 1 D-61169 Friedberg Tel.: +49 6031 7374-0 Fax: +49 6031 7374-20 Chief Exec.: Robert Schmid Sales company
Hong Kong Ambu Medical Ltd. Room 1512 Workingbond Commercial Center 162, Prince Edward Road West Kowloon Tel.: +852 2 303 1519 Fax: +852 2 333 9278 Chief Exec.: Stephen Tai Sales company
Sweden
AB Germa
Industrigatan 54 56
S-29 102 Kristianstad
Tel.: +46 44 12 30 30
Fax: +46 44 10 31 79
Chief Exec.: Bengt Sjöberg
Sales, production, R&D
27
Saves lives worldwide
Ambu International A/S Sdr. Ringvej 49 P.O. Box 215 DK-2600 Glostrup Denmark Tel.: +45 43 63 01 11 Fax: +45 43 63 26 00 E-mail: ambu@ambu.com Internet: www.ambu.com
496 1011 01 12/98 · Printed by Herrmann & Fischer A/S, Denmark
|
1 | 60046558_b1 | 60046558 | Aalborg Stiftstidende A/S Nordjysk Holding A/S Nordjyllands Avisselskab A/S House of Businesspartners A/S
Bjørn Ragle
Chairman of the Board of: K.B. Holding af 1.8. 1988 A/S
Member of the Board of: Papyrotex A/S
John Stær
President & CEO of Satair A/S
Member of the Board of: A/S Albatros International Clothing Gerhardt International A/S K.B. Holding af 1.8.1988 A/S
Marianne Philip
Chairman of the Board of: A.J. Aamund A/S American Tool Companies A/S Bisca A/S Y&R Denmark Group A/S
Member of the Board of: ADT Auto Auktion A/S Bacardi-Martini Danmark A/S Cohn, M.B. A/S Futura Invest A/S Kosan Teknova a/s Rødovre Centrum, Aktieselskabet CTS-Scanpoint A/S
Holger F. Hougaard
Elected by the employees
Jan Friedl
Elected by the employees
Vivi Kjær
President & CEO
Ole Nyvold
Senior Executive Vice President
(excluding wholly-owned subsidiaries)
Group directory
Denmark Ambu International A/S Sdr. Ringvej 49 Postboks 215 DK-2600 Glostrup Tel.: +45 43 63 01 11 Fax: +45 43 63 26 00 E-mail: ambu@ambu.com Internet: www.ambu.com President & CEO: Vivi Kjær Senior Executive Vice President: Ole Nyvold Sales, production, R&D
USA Ambu Inc. 611 N. Hammonds Ferry Road Linthicum, MD 21090-1356 Tel.: +1 410 636 1144 Fax: +1 410 636 9969 Chief Exec.: Frank Homa Sales, production
France Ambu France Sarl Airspace Rue Gagarine F33185 Le Haillan Tel.: +33 5 57 92 31 50 Fax: +33 5 57 92 31 59 Chief Exec.: Bruno Malle Sales company
Germany Ambu (Deutschland) GmbH Strass |
1 | 60048665_0 | 60048665 | Hill & Smith Holdings PLC
Annual Report and Financial Statements
1998
Contents
Results at a glance Financial calendar Chairman's statement Directors, advisers and committees Operations and financial review Report of the Directors Other information Statement of Directors' Responsibilities Reports of the Auditors Report of the Remuneration Committee Consolidated Profit and Loss Account Consolidated Balance Sheet Consolidated Cash Flow Statement Notes to the Consolidated Cash Flow Statement Statement of Total Recognised Gains and Losses Note of Historical Cost Profits and Losses Movement in Shareholders' Funds Principal Accounting Policies Notes to the Financial Statements Parent Company Balance Sheet Notes to the Parent Company Balance Sheet Five Year Record Notice of Meeting Principal Group Companies
Page 1 1 2 4 6
12 14 14 15 16 19 20 21 22 23 23 23 24 25 36 37 39 40 41
Hill & Smith Holdings PLC
Results at a glance
Turnover Operating profit (Loss)/profit before taxation (Loss)/profit after taxation Ordinary dividends
Interim Final
(Loss)/earnings per ordinary share -- net basis FRS3 -- IIMR
Net assets per ordinary share Operating cash flow per share
1998 £000 76,497
3,628
(2,466)
(2,844)
2.10p 2.10p 4.20p
(7.20p) 3.46p
57.34p
19.49p
1997 £000 81,281
2,698
1,216
1,011
2.10p 2.10p 4.20p
2.56p 3.57p
66.14p
14.84p
Financial Calendar
Payment of final dividend for the year to 30th September 1998 (ex dividend date 25th January 1999) Announcement of results for half year to 31st March 1999 Payment of interim dividend Preliminary announcement of results to 30th September 1999 Annual General Meeting 2000
7th April 1999 Mid-June 1999 Late September 1999 Mid-December 1999 24th March 2000
1
Hill & Smith Holdings PLC
Chairman's Statement
I am pleased to be reporting to you again this year after a year of considerable change and reorganisation within the Group.
There have been a number of changes in the composition of the Board of Directors during the year. In June, Mr Mike Sara, our Group Chief Executive, resigned and I would like to thank Mike for his dedicated and |
1 | 60048665_1 | 60048665 | 2,844)
2.10p 2.10p 4.20p
(7.20p) 3.46p
57.34p
19.49p
1997 £000 81,281
2,698
1,216
1,011
2.10p 2.10p 4.20p
2.56p 3.57p
66.14p
14.84p
Financial Calendar
Payment of final dividend for the year to 30th September 1998 (ex dividend date 25th January 1999) Announcement of results for half year to 31st March 1999 Payment of interim dividend Preliminary announcement of results to 30th September 1999 Annual General Meeting 2000
7th April 1999 Mid-June 1999 Late September 1999 Mid-December 1999 24th March 2000
1
Hill & Smith Holdings PLC
Chairman's Statement
I am pleased to be reporting to you again this year after a year of considerable change and reorganisation within the Group.
There have been a number of changes in the composition of the Board of Directors during the year. In June, Mr Mike Sara, our Group Chief Executive, resigned and I would like to thank Mike for his dedicated and loyal service to the Group over a 16year period. In March, Mr David Grove joined the Board as Development Director with a brief to review the Group's future strategy and make recommendations to the Board. Following the departure of Mike Sara, David was appointed Acting Chief Executive and he will continue in this role until a suitable replacement is found. In September, we decided to eliminate divisional reporting and replace it with a flatter operational structure. As a result of this reorganisation, Tony Pensom (Building Products) and
Roger Simpson (Construction Products) stepped down from the PLC Board but continue to have executive roles within the Group.
Having reached the age of 74, John Silk has decided to retire from the Board at the AGM after completing 18 years' service, of which 12 (198395) were as Chairman. The Board is proposing that John be appointed Life President and I am delighted that he has accepted this appointment, subject to shareholders' approval. On John Silk's retirement David Grove will be appointed Deputy Chairman.
After an initial strategic review of the Group's activities, an ongoing programme of disposals was deemed necessary and the first stage of this process was the sale of Tatham Miller Limited and the assets of Spirel and Duct & |
1 | 60048665_2 | 60048665 | loyal service to the Group over a 16year period. In March, Mr David Grove joined the Board as Development Director with a brief to review the Group's future strategy and make recommendations to the Board. Following the departure of Mike Sara, David was appointed Acting Chief Executive and he will continue in this role until a suitable replacement is found. In September, we decided to eliminate divisional reporting and replace it with a flatter operational structure. As a result of this reorganisation, Tony Pensom (Building Products) and
Roger Simpson (Construction Products) stepped down from the PLC Board but continue to have executive roles within the Group.
Having reached the age of 74, John Silk has decided to retire from the Board at the AGM after completing 18 years' service, of which 12 (198395) were as Chairman. The Board is proposing that John be appointed Life President and I am delighted that he has accepted this appointment, subject to shareholders' approval. On John Silk's retirement David Grove will be appointed Deputy Chairman.
After an initial strategic review of the Group's activities, an ongoing programme of disposals was deemed necessary and the first stage of this process was the sale of Tatham Miller Limited and the assets of Spirel and Duct & Access earlier this year. Total net cash receipts after costs from these disposals will amount to £3.2m, compared with a book value of £4.6m. In addition to this shortfall, there is an aggregate restatement of goodwill already written off to reserves of £2.2m, which appears in the profit and loss account but has no effect on the net asset value in the Balance Sheet. A property disposal relating to the above businesses is expected to be completed in the current year.
As there are further divestments to be made, the financial results for the year under review classify our continuing businesses as either retaining or discontinuing. I am pleased to report that, as far as the retaining activities are concerned, a creditable performance was achieved in the year to September 1998,
I am pleased to report that, as far as the retaining activities are concerned, a creditable performance was achieved in the year to September 1998, whereby operating profit before exceptionals increased by 22% to £4.4m on an increase in sales of 9% to £55.8m.
2
Annual Report and Accounts 1998
whereby operating profit before exceptionals increased by 22% to £4.4m on an |
1 | 60048665_3 | 60048665 | Access earlier this year. Total net cash receipts after costs from these disposals will amount to £3.2m, compared with a book value of £4.6m. In addition to this shortfall, there is an aggregate restatement of goodwill already written off to reserves of £2.2m, which appears in the profit and loss account but has no effect on the net asset value in the Balance Sheet. A property disposal relating to the above businesses is expected to be completed in the current year.
As there are further divestments to be made, the financial results for the year under review classify our continuing businesses as either retaining or discontinuing. I am pleased to report that, as far as the retaining activities are concerned, a creditable performance was achieved in the year to September 1998,
I am pleased to report that, as far as the retaining activities are concerned, a creditable performance was achieved in the year to September 1998, whereby operating profit before exceptionals increased by 22% to £4.4m on an increase in sales of 9% to £55.8m.
2
Annual Report and Accounts 1998
whereby operating profit before exceptionals increased by 22% to £4.4m on an increase in sales of 9% to £55.8m.
In respect of the discontinuing activities, a provision of £1.6m has been made for the loss on sale of the businesses earmarked for disposal. Certain properties have been revalued during the year, resulting in a net deficit charged to the profit and loss account of £257,000. At 30th September 1998 the net assets of the Group were 57.34p per share.
The overall results for the Group have been severely affected by the restructuring during the year and a loss after tax of £2.8m has been incurred. However, following the significant changes implemented during the year, the Board has reviewed the future prospects and the improvement in the Group's ability to generate a positive cash flow. As a result, a final dividend of 2.1p per share is proposed, making 4.2p for the full year which is the same as last year. Despite the changes during the year, earnings at the IIMR level were 3.46p per share (1997 -- 3.57p per share). Operating cash flow was 19.49p per share (1997 -- 14.84p), which the Board regards as very acceptable for the year.
At the beginning |
1 | 60048665_b0 | 60048665 | BL8 1BW Tel. (0161) 764 5034 Fax. (0161) 764 5020
British & Midland Forgings Limited Bescot Works, St Paul's Road, Wednesbury, West Midlands, WS10 9QZ Tel. (0121) 556 4931 Fax. (0121) 556 4223 Criterion Stampings Criterion Works, Bilston Lane, Willenhall, Wolverhampton, West Midlands, WV13 2LH Tel. (01902) 366555 Fax. (01902) 634306
Hill & Smith Limited Springvale Business and Industrial Park, Bilston, Wolverhampton, West Midlands, WV14 0QL Tel. (01902) 499400 Fax. (01902) 499419 Email: barrier@hill-smith.co.uk Website: www.hill-smith.co.uk West Midlands Galvanizers Springvale Business and Industrial Park, Bilston, Wolverhampton, West Midlands, WV14 0QL Tel. (01902) 353935 Fax. (01902) 405115
Pipe Supports Limited Salwarpe Road, Droitwich, Worcestershire, WR9 9BH Tel. (01905) 795500 Fax. (01905) 794126 Email: psl@pipesupports.com Website: www.pipesupports.com
Tipton Steel Stockholders Limited Hobart Road, Tipton, West Midlands, DY4 9LQ Tel. (0121) 557 7251 Fax. (0121) 557 7258
Varley & Gulliver Limited 5770 Alfred Street, Sparkbrook, Birmingham, West Midlands, B12 8JR Tel. (0121) 773 2441 Fax. (0121) 766 6875 Email: varley_and_gulliver@compuserve.com
D. & J. Steels Limited Lambert Works, Colliery Road, Wolverhampton, West Midlands, WV1 2RD Tel. (01902) 453680 Fax. (01902) 455431
41
Hill & Smith Holdings PLC
Springvale Business and Industrial Park, Bilston, West Midlands WV14 0QL England
Telephone: (01902) 357910 Fax: (01902) 357919
|
1 | 60048665_b1 | 60048665 |
Asset International Limited Stephenson Street, Newport, Gwent, NP9 0XH Tel. (01633) 273081 Fax. (01633) 281301 Email: sales@assetint.co.uk Website: http://www.assetint.co.uk
Netherton Street, Wishaw, Lanarkshire, ML2 0ED Tel. (01698) 355838 Fax. (01698) 356184
Tallaght Business Park, Tallaght, Dublin 24 Tel. 01 462 0555 Fax. 01 462 2786
W H Barker & Son Engineers Limited Etna Works, Duke Street, Fenton, Stoke-on-Trent, Staffs., ST4 3NS Tel. (01782) 319264 Fax. (01782) 599724
Birtley Building Products Limited Mary Avenue, Birtley, County Durham, DH3 1JF Tel. (0191) 410 6631 Fax. (0191) 410 0650 Email: info@birtley-building.co.uk Website: www.birtley-building.co.uk Bainbridge Engineering Woodhill Road, Bury, Lancashire, BL8 1BW Tel. (0161) 764 5034 Fax. (0161) 764 5020
British & Midland Forgings Limited Bescot Works, St Paul's Road, Wednesbury, West Midlands, WS10 9QZ Tel. (0121) 556 4931 Fax. (0121) 556 4223 Criterion Stampings Criterion Works, Bilston Lane, Willenhall, Wolverhampton, West Midlands, WV13 2LH Tel. (01902) 366555 Fax. (01902) 634306
Hill & Smith Limited Springvale Business and Industrial Park, Bilston, Wolverhampton, West Midlands, WV14 0QL Tel. (01902) 499400 Fax. (01902) 499419 Email: barrier@hill-smith.co.uk Website: www.hill-smith.co.uk West Midlands Galvanizers Springvale Business and Industrial Park, Bilston, Wolverhampton, West Midlands, WV14 0QL Tel. (01902) 353935 Fax. (01902) 405115
Pipe Supports Limited Salwarpe Road, Droitwich, Worcestershire |
1 | 60049371_0 | 60049371 | HIGHLAND TIMBER P.L.C.
Report and Accounts
1998
Managed by FIM Services Limited
TABLE OF CONTENTS
Results in brief
2
Chairman's statement
3
Operational review
5
Properties
7
Report of the Directors
8
Statement of Directors' responsibilities
in respect of the accounts
13
Company information
14
Advisers to the Company
15
Auditors' Report
16
Financial accounts
Profit and loss account
17
Statement of recognised gains and losses 18
Balance sheet
19
Cash flow statement
20
Notes to the accounts
21
Notice of Annual General Meeting
30
Form of proxy
31
INVESTMENT OBJECTIVES
To provide shareholders with capital appreciation through the growth in value of the Company's forest estates.
To manage the forest estates so as to maximise earnings per share on a sustainable basis.
To pay rising dividends from surplus earnings after replanting costs.
RESULTS IN BRIEF
Turnover Operating (loss) (Loss) before taxation (Loss) after taxation
(Loss) per share
1998
1997
£'000
£'000
189
266
(230)
(255)
(231)
(115)
(231)
(111)
Pence per share
Pence per share
(2.76)
(2.57)
2
HIGHLAND TIMBER P.L.C. Report & Accounts 1998
CHAIRMAN'S STATEMENT
1998 was a difficult year for the forest industry. Reduced demand for timber products in the Far East was reflected in generally lower prices. In the UK the situation was exacerbated by the strength of sterling against continental currencies and the consequential impact of lower prices of imported wood products.
Investment in forests is, of necessity, a long-term business and the value of commercial woodlands is not unduly affected by short-term fluctuations in timber prices. We have completed the initial stage of creating a portfolio of forest holdings which should enable the Company to meet its financial targets. Timber production will rise rapidly in the next few years and |
1 | 60049371_1 | 60049371 | loss) (Loss) before taxation (Loss) after taxation
(Loss) per share
1998
1997
£'000
£'000
189
266
(230)
(255)
(231)
(115)
(231)
(111)
Pence per share
Pence per share
(2.76)
(2.57)
2
HIGHLAND TIMBER P.L.C. Report & Accounts 1998
CHAIRMAN'S STATEMENT
1998 was a difficult year for the forest industry. Reduced demand for timber products in the Far East was reflected in generally lower prices. In the UK the situation was exacerbated by the strength of sterling against continental currencies and the consequential impact of lower prices of imported wood products.
Investment in forests is, of necessity, a long-term business and the value of commercial woodlands is not unduly affected by short-term fluctuations in timber prices. We have completed the initial stage of creating a portfolio of forest holdings which should enable the Company to meet its financial targets. Timber production will rise rapidly in the next few years and the expected cash flow will fund replanting for sustainable forestry management, the payment of dividends and further expansion of the asset base.
Results
During 1998 we achieved our budgeted income from a modest level of timber sales and we purchased a further 1,246 hectares of plantations in New Zealand bringing the total area of the Company's forests in the UK and New Zealand to 3,754 hectares. The acquisitions were funded from existing cash resources and the issue of 2,354,494 shares in March 1998 which raised £2.65 million after expenses. The loss for the year was £231,000 which included a foreign exchange loss of £80,000 and compared with a loss of £111,000 in the previous year. The net asset value per share at 31 December 1998 was 109.5p compared with 112.1p at 31 December 1997.
Valuation of Forests
Details of the accounting policy for the valuation of the forest assets are set out in the Notes to the accounts on page 21. From this it will be seen that the forests are valued at historic cost less any depreciation. Such a basis takes no account of the physical growth of the trees or of the effect of fluctuations in exchange rates. In order to
provide shareholders with a means |
1 | 60049371_2 | 60049371 | the expected cash flow will fund replanting for sustainable forestry management, the payment of dividends and further expansion of the asset base.
Results
During 1998 we achieved our budgeted income from a modest level of timber sales and we purchased a further 1,246 hectares of plantations in New Zealand bringing the total area of the Company's forests in the UK and New Zealand to 3,754 hectares. The acquisitions were funded from existing cash resources and the issue of 2,354,494 shares in March 1998 which raised £2.65 million after expenses. The loss for the year was £231,000 which included a foreign exchange loss of £80,000 and compared with a loss of £111,000 in the previous year. The net asset value per share at 31 December 1998 was 109.5p compared with 112.1p at 31 December 1997.
Valuation of Forests
Details of the accounting policy for the valuation of the forest assets are set out in the Notes to the accounts on page 21. From this it will be seen that the forests are valued at historic cost less any depreciation. Such a basis takes no account of the physical growth of the trees or of the effect of fluctuations in exchange rates. In order to
provide shareholders with a means of assessing the progress of the Company the Directors have decided to obtain independent professional valuations of each forest property once every three years. Each year a valuation will be undertaken by our Managers. As at 31 December 1998 FIM Services Limited valued the Company's forests at £11.75 million which results in a net asset value per share of 117.4p.
United Kingdom
General investment uncertainty and low interest rates have maintained demand for forest assets at a healthy level. Consequently UK plantation prices have remained strong despite a background of falling wood prices. We did not buy any forests in the UK during the year. Our timber sales were negotiated early in the year before the main price falls that occurred in the summer, so that we were able to achieve our budgeted income.
New Zealand
Two transactions took place in New Zealand during the year. In the first we bought from Carter Holt Harvey, forestry rights over approximately 250 hectares of mature and semi-mature plantations in the Kinleith Forest of central North Island. At current timber prices an annual return of 10% is expected and any recovery in prices will be reflected in increased returns.
The second transaction involved the purchase of nearly 1,000 hectares of freehold and forestry right plantations in southern North Island. By |
1 | 60049371_3 | 60049371 | of assessing the progress of the Company the Directors have decided to obtain independent professional valuations of each forest property once every three years. Each year a valuation will be undertaken by our Managers. As at 31 December 1998 FIM Services Limited valued the Company's forests at £11.75 million which results in a net asset value per share of 117.4p.
United Kingdom
General investment uncertainty and low interest rates have maintained demand for forest assets at a healthy level. Consequently UK plantation prices have remained strong despite a background of falling wood prices. We did not buy any forests in the UK during the year. Our timber sales were negotiated early in the year before the main price falls that occurred in the summer, so that we were able to achieve our budgeted income.
New Zealand
Two transactions took place in New Zealand during the year. In the first we bought from Carter Holt Harvey, forestry rights over approximately 250 hectares of mature and semi-mature plantations in the Kinleith Forest of central North Island. At current timber prices an annual return of 10% is expected and any recovery in prices will be reflected in increased returns.
The second transaction involved the purchase of nearly 1,000 hectares of freehold and forestry right plantations in southern North Island. By working together with two other purchasers it was possible to construct a deal for the acquisition from a liquidation of a portfolio of forests throughout New Zealand. The special circumstances enabled the Company to acquire suitable forests at prices substantially below current depressed market levels. The estimated annual returns at current timber prices are in excess of 12%.
3
CHAIRMAN'S STATEMENT continued
The New Zealand timber market showed considerable resilience during the year. The collapse in Korean demand reduced volumes but prices were supported in the first half of the year by strong demand from Australia and the USA. As these markets weakened later in the year sales to Korea and other Asian destinations picked up.
The Environment
The Company remains committed to managing its forests on a substainable basis and achieving certification as soon as possible. After three years of consultation, the Forest Stewardship Council draft standard is nearing completion and will be published in the early part of 1999 as the UK Woodland Assurance Scheme. The Company's UK forest managers currently intend to achieve resource manager or group certification by mid 1999. We endorse this approach to environmentally sustainable, independently audited, forest certification. We believe that it is the most effective way of reassuring both our customers and our investors that our operations are beyond reproach |
1 | 60049371_b0 | 60049371 | .........
Signature.....................................
Notes: 1 A proxy need not be a member of the Company. If it is desired to appoint as proxy any person other than the Chairman of the meeting,
his/her name and address should be inserted in the relevant place, and reference to the Chairman deleted and the alteration initialled. 2 In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of
the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding. 3 In the case of a corporation this proxy must be expressed to be executed by the corporation and must be signed by a director and the secretary or by two directors or under the hand of a duly authorised officer or attorney. 4 To be effective, this form must be lodged at the address overleaf not later than 48 hours before the time of the meeting, or any adjournment thereof, together, if appropriate, with the power of attorney or other authority under which it is signed or a notarially certified copy of such power or, where the form has been signed by an officer on behalf of a corporation, a notarially certified copy of the authority under which it is signed. 5 Any alterations made on this form should be initialled. 6 Please indicate with an X how you wish your votes cast. Unless otherwise instructed, the proxy will vote or abstain as the proxy thinks fit. On any motion to amend any resolution, to propose a new resolution, to adjourn the meeting, or any other motion put to the meeting the proxy will act at his/her discretion. 7 The completion and return of this form will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.
¢
31
Do not affix Postage Stamps if posting in Gt. Britain, Channel Islands, or N. Ireland
Third fold and tuck in
BUSINESS REPLY SERVICE Licence No. BS 2282
First fold
Computershare Services PLC Registrar's Department PO Box 82 Caxton House Redcliffe Way Bristol BS99 7YA
Second fold
|
1 | 60049371_b1 | 60049371 | ................................... (see note 1 below) to act as my/our proxy at the Annual General Meeting of the Company, to be held on Monday, 15 March 1999, (including in respect of the question whether to adjourn such a meeting) and at any adjournment thereof.
I/We direct my/our proxy to vote on the resolutions set out in the Notice convening the Annual General Meeting as follows:
Resolutions
1 To receive the reports of the Directors and the Auditors and the audited accounts for the year ended 31 December 1998
2 To elect A D Gemmill as a Director
3 To reappoint PricewaterhouseCoopers as Auditors and to authorise the Directors to fix their remuneration
For
Against
Please indicate with an "X" how you wish your votes to be cast. If no specific direction is given, the proxy may vote or abstain at his/her discretion. (See note 6 below).
Date..............................
Signature.....................................
Notes: 1 A proxy need not be a member of the Company. If it is desired to appoint as proxy any person other than the Chairman of the meeting,
his/her name and address should be inserted in the relevant place, and reference to the Chairman deleted and the alteration initialled. 2 In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of
the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding. 3 In the case of a corporation this proxy must be expressed to be executed by the corporation and must be signed by a director and the secretary or by two directors or under the hand of a duly authorised officer or attorney. 4 To be effective, this form must be lodged at the address overleaf not later than 48 hours before the time of the meeting, or any adjournment |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.