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1 | 60049809_0 | 60049809 | REPORT AND FINANCIAL STATEMENTS
31 DECEMBER 1998
CONTENTS
Directors Pro forma five year trading summary Secretary and advisers Chairman's statement Deputy Chairman's review Directors' report Statement of directors' responsibilities Auditors' report Consolidated profit and loss account Consolidated balance sheet Balance sheet Consolidated cash flow statement Notes to the financial statements Notice of meeting Proxy card
Page 2 4 5 6 8 9 16 17
18 19 20 21 22 37
WASTE RECYCLING GROUP PLC
DIRECTORS
Directors Executive
Paul Anthony Rackham Deputy Chairman, Aged 62
Paul has been involved in the development and operation of businesses in the waste management industry in East Anglia since 1963. Having identified the trend towards waste recycling, he started the business in 1983 to provide facilities for waste transfer and recycling. He has been responsible for the strategic and policy making decisions within the Group and for overseeing the executive management. He is a member of the Institute of Waste Management.
John Michael Huntington Group Operations Director, Aged 47
John joined the Board in June 1998, having been finance director of Darrington Quarries Limited from 1989 to 1996 and managing director from 1996. Prior to this, John was a partner in a firm of chartered accountants in Leeds.
Christopher Kentigern Welsh Group Chief Executive, Aged 42
Chris joined Yorkshire Environmental Solutions Limited, the subsidiary of Yorkshire Water of which Yorkshire Environmental Global Waste Management formed a part, as managing director in August 1997, and held that post until becoming a director of Waste Recycling in January of this year. Prior to that, Chris held a number of senior management posts in other companies and he has a degree in chemical engineering and a masters in business administration.
William Anthony Trendell Group Finance Director, Aged 43
Bill was appointed to the Board with effect from 1 February 1999. He previously spent nine years as the finance director of Doeflex plc, before it was the subject of a recommended takeover, during which time the company went through a period of organic and acquisition-led growth. Bill is a Certified Accountant.
2
WASTE RECYCLING GROUP PLC
Directors Non-Executive
David Jeffreys Williams Non-executive Chairman, Aged 46
David was responsible for the flotation of Waste Recycling Group plc, after which he was appointed non-executive chairman. He is also chairman of Bur |
1 | 60049809_1 | 60049809 | was a partner in a firm of chartered accountants in Leeds.
Christopher Kentigern Welsh Group Chief Executive, Aged 42
Chris joined Yorkshire Environmental Solutions Limited, the subsidiary of Yorkshire Water of which Yorkshire Environmental Global Waste Management formed a part, as managing director in August 1997, and held that post until becoming a director of Waste Recycling in January of this year. Prior to that, Chris held a number of senior management posts in other companies and he has a degree in chemical engineering and a masters in business administration.
William Anthony Trendell Group Finance Director, Aged 43
Bill was appointed to the Board with effect from 1 February 1999. He previously spent nine years as the finance director of Doeflex plc, before it was the subject of a recommended takeover, during which time the company went through a period of organic and acquisition-led growth. Bill is a Certified Accountant.
2
WASTE RECYCLING GROUP PLC
Directors Non-Executive
David Jeffreys Williams Non-executive Chairman, Aged 46
David was responsible for the flotation of Waste Recycling Group plc, after which he was appointed non-executive chairman. He is also chairman of Burnden Leisure plc and a number of other companies. David is the Chairman of the Remuneration and Nominations Committees and is a member of the Audit Committee, and deals with investor relations.
Samuel Alan Wauchope CA Non-executive Director, Aged 47
Sam became non-executive director of Waste Recycling Group plc in March 1994. A chartered accountant, he spent eleven years with Arthur Andersen & Co. and five years as chief executive of Acorn Computer Group plc. He is currently executive chairman of Octroi Group plc and of Villiers Group plc. Sam is a member of the Audit, Remuneration and Nominations Committees.
Dr Kevin Bond Non-executive Director, Aged 48
Kevin is chief executive of Yorkshire Water plc and chairman of Yorkshire Water Services Limited. He is a former chief executive of National Rivers Authority. He is a member of the Remuneration and Nominations Committees.
James Henry Newman Non-executive Director, Aged 49
James is group finance director of Yorkshire Water plc. He is a chartered accountant and a member of the Association of Corporate Treasurers. James was formerly group finance director of Watmough |
1 | 60049809_2 | 60049809 | nden Leisure plc and a number of other companies. David is the Chairman of the Remuneration and Nominations Committees and is a member of the Audit Committee, and deals with investor relations.
Samuel Alan Wauchope CA Non-executive Director, Aged 47
Sam became non-executive director of Waste Recycling Group plc in March 1994. A chartered accountant, he spent eleven years with Arthur Andersen & Co. and five years as chief executive of Acorn Computer Group plc. He is currently executive chairman of Octroi Group plc and of Villiers Group plc. Sam is a member of the Audit, Remuneration and Nominations Committees.
Dr Kevin Bond Non-executive Director, Aged 48
Kevin is chief executive of Yorkshire Water plc and chairman of Yorkshire Water Services Limited. He is a former chief executive of National Rivers Authority. He is a member of the Remuneration and Nominations Committees.
James Henry Newman Non-executive Director, Aged 49
James is group finance director of Yorkshire Water plc. He is a chartered accountant and a member of the Association of Corporate Treasurers. James was formerly group finance director of Watmoughs (Holdings) plc and BRIDON plc. He is the Chairman of the Audit Committee and a member of the Nominations Committee.
3
WASTE RECYCLING GROUP PLC
PRO FORMA FIVE YEAR TRADING SUMMARY
TURNOVER Cost of sales
Gross profit Administrative expenses
OPERATING PROFIT Interest receivable Interest payable
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION Tax on profit on ordinary activities
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION
EARNINGS PER ORDINARY SHARE
Pro forma 1994 £'000
1995 £'000
1996 £'000
1997 £'000
1998 £'000
3,703 9,553 15,394 27,243 45,863
1111,6195 1141,9199 1181,6120 11181,0133 11291,8103
2,008 4,554 6,774 9,210 16,060
1114710 1111,1710 1121,1413 1121,4410 1141,7114
1 |
1 | 60049809_3 | 60049809 | s (Holdings) plc and BRIDON plc. He is the Chairman of the Audit Committee and a member of the Nominations Committee.
3
WASTE RECYCLING GROUP PLC
PRO FORMA FIVE YEAR TRADING SUMMARY
TURNOVER Cost of sales
Gross profit Administrative expenses
OPERATING PROFIT Interest receivable Interest payable
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION Tax on profit on ordinary activities
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION
EARNINGS PER ORDINARY SHARE
Pro forma 1994 £'000
1995 £'000
1996 £'000
1997 £'000
1998 £'000
3,703 9,553 15,394 27,243 45,863
1111,6195 1141,9199 1181,6120 11181,0133 11291,8103
2,008 4,554 6,774 9,210 16,060
1114710 1111,1710 1121,1413 1121,4410 1141,7114
1,538 3,384 4,631 6,770 11,346
5
11
8
109
250
111(1142) 111(3128) 111(5124) 111(7149) 111(7193)
1,401
3,067
4,115
6,130 10,803
1113910 1111,1211 1111,4310 1121,1912 1131,9516
1111 1111 1111 1111 1111 1,011 1,946 2,685 3,938 6,847
zzzzzzzz zzzzzzzz zzzzzzzz zzzzzzzz zzzzzzzz
1111 1111 1111 1111 1111 5.1p
6.7p
8.1p 10.9p 14.7p
zzzzzzzz zzzzzzzz zzzzzzzz zzzzzzzz zzzzzzzz
Nature of the information The pro forma results for the year ended 31 December 1994 present the combined results of Anti-Waste Limited and Waste Recycling Limited |
1 | 60049809_b0 | 60049809 | of the Company.
12 To authorise the Directors to fix the remuneration of the auditors.
Special Resolutions
13 To grant the Section 80 amount in the event Admission does take place.
14 To grant the Section 80 amount in the event Admission does not take place or the EGM Resolutions are not passed.
15 To grant the Section 89 amount in the event Admission takes place.
16 To grant the Section 89 amount in the event Admission does not take place or the EGM Resolutions are not passed.
17 To approve the amendments to the Articles of Association.
Against
Dated this................................................................................day of...................................................................................
Signature..............................................................................................................................................................
Notes: I Every member entitled to attend and vote at the Meeting may appoint another person as his proxy to attend and, on a poll, vote
instead of him. If such an appointment is made, delete the words "the Chairman of the Meeting" and write the name of the person appointed as proxy in the space provided. The proxy need not be a member of the Company. II To be valid, this form of proxy, together with the authority (if any) under which it is executed or a notarially certified copy of such authority must be completed and lodged with the Company's registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6DA at least 48 hours before the time of the Meeting. III If the appointor is a corporation, this form must be executed under its common seal (or such form of execution as has the same effect) or under the hand of some office or attorney duly authorised on their behalf. IV In the case of joint holders, the vote of the senior shall be accepted to the exclusion of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members.
V The return of a form of proxy will not prevent a member from attending the Meeting and voting in person.
BUSINESS REPLY SERVICE Licence No. BR 3006
LLOYDS TSB REGISTRARS THE CAUSEWAY WORTHING WEST SUSSEX BN99 6DA
First Fold
Second Fold Third Fold and tuck in opposite
Oyez Press Limited London & Frankfurt · IFN Hong Kong · Global New York C76144
|
1 | 60049809_b1 | 60049809 | a final dividend of 2.2p per ordinary share
3 To re-elect Mr David Jeffreys Williams, who retires in accordance with the Combined Code, as a Director.
4 To re-elect Mr Paul Anthony Rackham, who retires by rotation, as a Director.
5 To re-elect Mr Samuel Alan Wauchope, who retires by rotation, as a Director.
6 To re-elect Mr Christopher Kentigern Welsh, who has been appointed by the Board since the last Annual General Meeting, as a Director.
7 To re-elect Mr William Anthony Trendell, who has been appointed by the Board since the last Annual General Meeting, as a Director.
8 To re-elect Mr John Michael Huntington, who has been appointed by the Board since the last Annual General Meeting, as a Director.
9 To re-elect Dr Kevin Bond, who has been appointed by the Board since the last Annual General Meeting, as a Director.
10 To re-elect Mr James Henry Newman, who has been appointed by the Board since the last Annual General Meeting, as a Director.
11 To re-appoint Deloitte & Touche as auditors of the Company.
12 To authorise the Directors to fix the remuneration of the auditors.
Special Resolutions
13 To grant the Section 80 amount in the event Admission does take place.
14 To grant the Section 80 amount in the event Admission does not take place or the EGM Resolutions are not passed.
15 To grant the Section 89 amount in the event Admission takes place.
16 To grant the Section 89 amount in the event Admission does not take place or the EGM Resolutions are not passed.
17 To approve the amendments to the Articles of Association.
Against
Dated this................................................................................day of...................................................................................
Signature..............................................................................................................................................................
Notes: I Every member entitled to attend and vote at the Meeting may appoint another person as his proxy to attend and, on a poll, vote
instead of him. If such an appointment is made, delete the words "the Chairman of the Meeting" and write the name of the person appointed as proxy in the space provided. The proxy need not be a member of the Company. II To be valid, this form of proxy, together with the authority (if any) under which it is executed or |
1 | 60050920_0 | 60050920 | ST. MODWEN
PP RR OO PP EE RR TT II EE SS PP LL CC
Annual Report
1 9 9 8
St. Modwen is a land-based property company, with particular skills in developing large and challenging sites and in creating or enhancing rental income from new and
existing situations.
"A further year of
excellent progress"
q Profit before Tax up 15% to £15.6m q Earnings per Share up 12% to 9.2p q Dividend per Share up 10% to 3.3p q Net Assets per Share up 19% to 81.8p
Contents
Financial Highlights
1
Chairman's Statement
3
Chief Executive's Operational Review
5
Financial Review
14
Portfolio Information
16
Directors and Advisers
18
Shareholders' Information
19
Statutory Reports and Accounts
20
Millennium Business Centre, Pride Park, Derby, a speculative 2,800 sq. m. Industrial development substantially let in the year.
1
"I look forward to another successful year."
2
Chairman's Statement
RESULTS I am very pleased to report on a further year of excellent progress for St. Modwen.
Profit on ordinary activities before tax rose to £15.6m, which compares with £13.6m for the previous year. Both development and investment activities performed well and full details are contained within the operating and financial reviews which begin on page 5 of this report.
The directors are delighted to recommend an increased final dividend of 2.3p per share (1997: 2.1p per share). Together with the interim dividend of 1.0p per share, this makes a total dividend for the year of 3.3p (1997: 3.0p). The final dividend will be paid to shareholders on the register at 26 February 1999 on 23 April 1999.
The investment property portfolio, including our share of properties in joint ventures, was valued at 30 November 1998 at £166.1m, producing a surplus on valuation of £8.5m (5.4%).
Shareholders' funds at the year end totalled £98.8m, an increase of £16.2m in the year. This represents a net asset value of 81.8p per share, an increase in the |
1 | 60050920_1 | 60050920 | Chairman's Statement
RESULTS I am very pleased to report on a further year of excellent progress for St. Modwen.
Profit on ordinary activities before tax rose to £15.6m, which compares with £13.6m for the previous year. Both development and investment activities performed well and full details are contained within the operating and financial reviews which begin on page 5 of this report.
The directors are delighted to recommend an increased final dividend of 2.3p per share (1997: 2.1p per share). Together with the interim dividend of 1.0p per share, this makes a total dividend for the year of 3.3p (1997: 3.0p). The final dividend will be paid to shareholders on the register at 26 February 1999 on 23 April 1999.
The investment property portfolio, including our share of properties in joint ventures, was valued at 30 November 1998 at £166.1m, producing a surplus on valuation of £8.5m (5.4%).
Shareholders' funds at the year end totalled £98.8m, an increase of £16.2m in the year. This represents a net asset value of 81.8p per share, an increase in the year of 12.9p or 19%.
APPRECIATION I again extend thanks to my board colleagues and the management and staff of your company for their dedication and professionalism. It is through their hard work and skill, that I am able to report on the very real progress that St. Modwen has made.
left: Cannock Shopping Centre, Staffordshire, a 9,850 sq. m. covered shopping scheme, constructed in 1995/96 and sold to Guardian Assurance Plc during the year.
The encouragement and support of you, our shareholders, is also never taken for granted and I extend my gratitude to you.
STRATEGY St. Modwen has a long-held strategy, based on its regional strength, of concentrating on large and challenging sites and properties where it can genuinely add value. In doing so, it has developed specific skills which lend themselves to regeneration projects, partnerships with the public and private sectors, and active management opportunities. These themes are referred to in more detail in the operational review.
FUTURE PROSPECTS We remain confident about St. Modwen's future prospects and see no reason to believe that 1999 will be anything other than a further year of progress.
We are currently in a low growth |
1 | 60050920_2 | 60050920 | year of 12.9p or 19%.
APPRECIATION I again extend thanks to my board colleagues and the management and staff of your company for their dedication and professionalism. It is through their hard work and skill, that I am able to report on the very real progress that St. Modwen has made.
left: Cannock Shopping Centre, Staffordshire, a 9,850 sq. m. covered shopping scheme, constructed in 1995/96 and sold to Guardian Assurance Plc during the year.
The encouragement and support of you, our shareholders, is also never taken for granted and I extend my gratitude to you.
STRATEGY St. Modwen has a long-held strategy, based on its regional strength, of concentrating on large and challenging sites and properties where it can genuinely add value. In doing so, it has developed specific skills which lend themselves to regeneration projects, partnerships with the public and private sectors, and active management opportunities. These themes are referred to in more detail in the operational review.
FUTURE PROSPECTS We remain confident about St. Modwen's future prospects and see no reason to believe that 1999 will be anything other than a further year of progress.
We are currently in a low growth environment. Your board is confident that even in that environment, St. Modwen's active management style and its spread of projects place it in a most favourable position to continue to progress.
I look forward to another successful year.
Stanley W. Clarke, CBE, Hon. D. Univ.
3
"Our brownfield land programme saw considerable
development..."
4
Chief Executive's Operational Review
The year's progress reflected a useful contribution from all parts of the business with strong returns from the various regions. No scheme dominated the year and the strength of the development programme was such that any delay that did occur on any scheme was made good by other schemes coming forward ahead of programme.
The development highlights were the sale of the 9,850 sq. m. Cannock Shopping Centre to Guardian Assurance Plc for £13.3m, the construction and subsequent sale of a 650 space multi-storey car park at Waters Edge Business Park adjoining Salford Quays, the sale of the 5,574 sq. m. industrial unit constructed for T&D Automotive at Spittlesea Road, Luton to Abbey Life and the refurbishment and sale of the former Home Brewery head office |
1 | 60050920_3 | 60050920 | environment. Your board is confident that even in that environment, St. Modwen's active management style and its spread of projects place it in a most favourable position to continue to progress.
I look forward to another successful year.
Stanley W. Clarke, CBE, Hon. D. Univ.
3
"Our brownfield land programme saw considerable
development..."
4
Chief Executive's Operational Review
The year's progress reflected a useful contribution from all parts of the business with strong returns from the various regions. No scheme dominated the year and the strength of the development programme was such that any delay that did occur on any scheme was made good by other schemes coming forward ahead of programme.
The development highlights were the sale of the 9,850 sq. m. Cannock Shopping Centre to Guardian Assurance Plc for £13.3m, the construction and subsequent sale of a 650 space multi-storey car park at Waters Edge Business Park adjoining Salford Quays, the sale of the 5,574 sq. m. industrial unit constructed for T&D Automotive at Spittlesea Road, Luton to Abbey Life and the refurbishment and sale of the former Home Brewery head office building at Arnold, Nottinghamshire to the Nottinghamshire County Council. In addition, a number of residential land sales were achieved at Stretton, Derbyshire, the former Florence Colliery at Stoke and from the British Coal residential portfolio acquired in the previous year.
Progress was also made on a number of pre-let or pre-sold opportunities such as the 13,000 sq. m. Call Centre for Prudential Banking's new Egg banking operation at Derby and office schemes at Redditch, Stoke and Worcester.
Equally pleasing was the surplus of £8.5m representing a 5.4% uplift on the revaluation of investment properties. Significant improvement was made on a number of properties where we achieved
C. C. Anthony Glossop (Deputy Chairman and Chief Executive), Paul E. Doona (Finance Director)
and Richard L. Froggatt (Executive Director).
real progress through active management such as Thurleigh Airfield, Bedford; Lowfield Lane, St Helens; Trident Industrial Estate, Warrington; and Shrub Hill Industrial Estate, Worcester, all of which reflected improved lettings and/or lease terms.
The first full year of operation for the Key Property Investments joint venture was encouraging |
1 | 60050920_b0 | 60050920 | ending on 9 July 2000 or at the conclusion of the Annual General Meeting of the company to be held after the date of the passing of this Resolution (whichever is the earlier) and for such period the Section 89 amount shall be £603,000.
7. Special Resolution
Notes
1. A member entitled to attend and vote at this meeting may appoint another person (whether a member or not) as his/her proxy, to attend and, on a poll, vote for him/her. Forms of proxy, one of which is enclosed, must be signed by the appointer and must be lodged at the registrar's office at least 48 hours before the meeting. A proxy need not be a member of the company.
2. A register of all transactions of each director and of his family interests in the share capital of the company and copies of the contracts of service between the company and Mr S. W. Clarke, CBE,
That in accordance with Article 10 of its Articles of
Hon. D. Univ., Mr C. C. A. Glossop, Mr P. E.
Association and Section 166 of the Companies Act
Doona and Mr R. L. Froggatt will be available for
1985, the company be and is hereby granted
inspection at the company's registered office
general and unconditional authority to make market
during business hours from the date of this notice
purchases (as defined in Section 163 of the
until the date of the annual general meeting and at
48
Companies Act 1985) of any of its own ordinary
the meeting itself.
St. MODWEN PROPERTIES PLC
Head Office and Midlands Regional Office: Lyndon House, Hagley Road, Edgbaston, Birmingham B16 8PE
Telephone: (0121) 456 2800 Facsimile: (0121) 456 1829
Regional Offices:
London and South East: Telephone: (0171) 499 5666 Facsimile: (0171) 629 4262 North Staffordshire: Telephone: (01782) 281844 Facsimile: (01782) 283670 Northern: Telephone: (01925) 825950 Facsimile: (01925) 826670 South Coast: Telephone: (01444) 416631 Facsimile: (01444) 440700
|
1 | 60050920_b1 | 60050920 | the five previous dealing days or less than 10p (in each case exclusive of advance corporation tax (if any) and expenses payable by the company); and
(c) expire at the conclusion of the next Annual General Meeting of the company, save that if the company should before such expiry enter into a contract of purchase then the purchase may be completed or executed wholly or partly after such expiry.
By order of the board P. E. Doona Secretary
That the authority to allot relevant securities and equity securities conferred on the directors by Article 8.2 of the company's Articles of Association be and is hereby granted for the period ending on 9 July 2000 or at the conclusion of the Annual General Meeting of the company to
Lyndon House Hagley Road Edgbaston Birmingham B16 8PE 16 February 1999
be held after the date of the passing of this
Resolution (whichever is the earlier) and for such
period the Section 80 amount shall be £ 2, 9 2 2, 0 0 0.
6. Special Resolution
That the power to allot relevant securities and equity securities conferred on the directors by Article 8.2 of the company's Articles of Association be and is hereby granted for the period ending on 9 July 2000 or at the conclusion of the Annual General Meeting of the company to be held after the date of the passing of this Resolution (whichever is the earlier) and for such period the Section 89 amount shall be £603,000.
7. Special Resolution
Notes
1. A member entitled to attend and vote at this meeting may appoint another person (whether a member or not) as his/her proxy, to attend and, on a poll, vote for him/her. Forms of proxy, one of which is enclosed, must be signed by the appointer and must be lodged at the registrar's office at least 48 hours before the meeting. A proxy need not be a member of the company.
2. A register of all transactions of each director and of his family interests in the share capital of the company and copies of the contracts of service between the company and Mr S. W. Clarke, CBE,
That in accordance with Article 10 of its Articles of
Hon. D. Univ., Mr C. C. A. Glossop, Mr P. E.
Association and Section 166 of the Companies Act
Doona and Mr R. L. Froggatt will |
1 | 60050932_0 | 60050932 | Morgan Sindall plc 77 Newman Street, London W1P 3LA Tel: 0171 307 9200 Fax: 0171 307 9201
Visit our website at www.morgansindall.co.uk
MORGAN SINDALL ANNUAL REPORT & ACCOUNTS 1998
ANNUAL REPORT & ACCOUNTS 1998
Morgan Sindall is a specialist construction group whose principal activities are fit out, regional construction and property investment.
The fit out companies operate primarily in the South of England, whilst the regional construction business comprises a network of branded companies covering the whole of England. Together these businesses form the basis of a balanced construction group.
Morgan Sindall has pace and continues to challenge the status quo in this traditional industry. The full year results show significant progress towards achieving the objective of long term enhancement of shareholder value through organic growth, careful acquisition and the active management of a property portfolio.
Contents
1 Financial Highlights 2 Chairman's Statement 4 Chief Executive's Review 6 Fit Out 8 Regional Construction 10 Property 12 Group Overview 14 The Board 15 Report of the Directors 17 Remuneration Report 19 Corporate Governance 21 Directors' Responsibilities 21 Auditors' Report
22 Group Profit and Loss Account 23 Combined Balance Sheets 24 Group Cash Flow Statement 25 Combined Statement of Movements
in Reserves and Shareholders' Funds 26 Other Primary Statements 27 Principal Accounting Policies 29 Notes to the Accounts 42 Notice of Annual General Meeting 45 Corporate Directory 45 Financial Calendar
Corporate Directory
Directors Sir D P Hornby (Chairman) J C Morgan (Chief Executive) J M Bishop J J C Lovell A M Stoddart B H Asher (Non-Executive) G Gallacher (Non-Executive)
Secretary W R Johnston
Registered Office 77 Newman Street, London W1P 3LA Tel: 0171 307 9200 Fax: 0171 307 9201
Solicitors Charles Russell, 8-10 New Fetter Lane, London EC4 1RS
Auditors Deloitte & Touche, Leda House, Station Road, Cambridge CB1 2RN
Merchant Bankers Close Brothers Corporate Finance Limited, 12 Appold Street, London EC2A 2AW
Brokers Peel, Hunt & Company Limited, 62 Threadneedle Street, London EC2R 8HP
Registrars Connaught St Michaels Limited, PO Box 30, CSM House, Victoria Street, Luton LU1 2PZ
Financial Calendar
|
1 | 60050932_1 | 60050932 | 24 Group Cash Flow Statement 25 Combined Statement of Movements
in Reserves and Shareholders' Funds 26 Other Primary Statements 27 Principal Accounting Policies 29 Notes to the Accounts 42 Notice of Annual General Meeting 45 Corporate Directory 45 Financial Calendar
Corporate Directory
Directors Sir D P Hornby (Chairman) J C Morgan (Chief Executive) J M Bishop J J C Lovell A M Stoddart B H Asher (Non-Executive) G Gallacher (Non-Executive)
Secretary W R Johnston
Registered Office 77 Newman Street, London W1P 3LA Tel: 0171 307 9200 Fax: 0171 307 9201
Solicitors Charles Russell, 8-10 New Fetter Lane, London EC4 1RS
Auditors Deloitte & Touche, Leda House, Station Road, Cambridge CB1 2RN
Merchant Bankers Close Brothers Corporate Finance Limited, 12 Appold Street, London EC2A 2AW
Brokers Peel, Hunt & Company Limited, 62 Threadneedle Street, London EC2R 8HP
Registrars Connaught St Michaels Limited, PO Box 30, CSM House, Victoria Street, Luton LU1 2PZ
Financial Calendar
Annual General Meeting:
13 April 1999
Ordinary shares Final dividend:
Ex-dividend date: Record date: Payment date:
22 March 1999 26 March 1999 14 April 1999
Interim results announcement: August 1999
Preference shares Dividend payment dates:
Next conversion date:
15 April 1999 15 October 1999
30 June 1999
Shareholder communication Contact with existing and prospective shareholders is welcomed by the Company. If you have any questions or enquiries about the Company or the activities of the Group, please contact: Jack Lovell, Client Director, at the registered office shown above.
Share prices (FT Cityline) Current buying and selling prices of the Company's shares, together with recorded information on key dates, can be obtained by dialling 0336 434027.
Designed by Jarvis White
45
Financial Highlights
Turnover Profit on ordinary activities before taxation Profit on ordinary activities after taxation Earnings per ordinary share Dividends per ordinary share Net assets Net cash funds
1998
1997
INCREASE %
£425m £331m
+ 28
£9.760m £7.260m
+ 34 |
1 | 60050932_2 | 60050932 | Annual General Meeting:
13 April 1999
Ordinary shares Final dividend:
Ex-dividend date: Record date: Payment date:
22 March 1999 26 March 1999 14 April 1999
Interim results announcement: August 1999
Preference shares Dividend payment dates:
Next conversion date:
15 April 1999 15 October 1999
30 June 1999
Shareholder communication Contact with existing and prospective shareholders is welcomed by the Company. If you have any questions or enquiries about the Company or the activities of the Group, please contact: Jack Lovell, Client Director, at the registered office shown above.
Share prices (FT Cityline) Current buying and selling prices of the Company's shares, together with recorded information on key dates, can be obtained by dialling 0336 434027.
Designed by Jarvis White
45
Financial Highlights
Turnover Profit on ordinary activities before taxation Profit on ordinary activities after taxation Earnings per ordinary share Dividends per ordinary share Net assets Net cash funds
1998
1997
INCREASE %
£425m £331m
+ 28
£9.760m £7.260m
+ 34
£7.714m £5.848m
+ 32
22.15p 16.38p
+ 35
6.50p
5.25p
+ 24
£23.2m £17.5m
+ 33
£28.4m £18.4m
+ 54
424.6
283.1
331.2
175.2
9.8 7.3 5.2 3.0
95
96
97
98
Turnover £m
95
96
97
98
Profit before tax £m
Chairman's Statement
Making a difference - together
I am pleased to report another excellent year for the Group with profit before tax up 34% to £9.760m from both increased turnover and margin. Earnings per share has risen 35% to 22.15p and the Board is recommending a final ordinary dividend of 4.45p making 6.50p for the year (1997: 5.25p).
Our fit out business has performed well despite increased competition and reflects the strength |
1 | 60050932_3 | 60050932 |
£7.714m £5.848m
+ 32
22.15p 16.38p
+ 35
6.50p
5.25p
+ 24
£23.2m £17.5m
+ 33
£28.4m £18.4m
+ 54
424.6
283.1
331.2
175.2
9.8 7.3 5.2 3.0
95
96
97
98
Turnover £m
95
96
97
98
Profit before tax £m
Chairman's Statement
Making a difference - together
I am pleased to report another excellent year for the Group with profit before tax up 34% to £9.760m from both increased turnover and margin. Earnings per share has risen 35% to 22.15p and the Board is recommending a final ordinary dividend of 4.45p making 6.50p for the year (1997: 5.25p).
Our fit out business has performed well despite increased competition and reflects the strength of our brands Morgan Lovell and Overbury, both long established and well recognised in their sector. The managers of these two companies, both of whom were promoted in recent years, have refocused their companies on proven business strengths and have achieved profit growth from margin rather than volume.
The regional construction business has continued to make progress with turnover up nearly 40%, albeit this growth in turnover has not been reflected yet in bottom line profit. However there is no doubt that much of the hard work has been done and this business will be the major driver to the Group's earnings over the coming years.
Returns from investment of our asset base in property and cash have again contributed significantly, aided by a trading profit on property as reported at the half year. We must ensure that the
balance sheet remains sufficiently strong to support the level of turnover and as such we will have funds to invest. Our approach will continue to be cautious but our track record demonstrates that above average returns may still be achieved by selective acquisition and proactive management.
Trading conditions overall, in the markets in which we operate, show little sign of the much publicised slowdown in the economy. Although there are marked reductions in work volumes in certain sectors, this is being compensated by increased spending in other areas. |
1 | 60050932_b0 | 60050932 | unissued Ordinary Shares will be reserved in respect of share options granted under the two Share Option Schemes which members have approved and to provide for the conversion of Preference Shares. Accordingly, following the passing of this resolution 5,010,217 Ordinary Shares, representing approximately 15 per cent of the issued share capital of the Company, will remain authorised, unissued and unreserved. 9. Resolution 8 In addition to the above, on the passing of resolution 8, the Board will have authority to allot equity securities up to an aggregate value of £84,153.62, representing approximately 5 per cent of the issued Ordinary Share capital of the Company for cash otherwise than pro-rata to existing shareholders, which authority will expire fifteen months from the date on which the resolution is passed or, if earlier, at the conclusion of the next Annual General Meeting of the Company. The Board will also have authority to allot equity securities in order to satisfy the conversion rights attaching to the Preference Shares. However, currently there is no intention to issue any further share capital otherwise than pursuant to the exercise of conversion rights in respect of the Preference Shares in issue and in the exercise of any options under the two Share Option Schemes.
Private Shareholders For ease of reference paragraph C.2 of the Principles of Good Governance as set out in Section 1 of the Combined Code is reproduced below.
C.2 Constructive Use of the AGM Principle Boards should use the AGM to communicate with private investors and encourage their participation.
Code Provisions C.2.1 Companies should count all proxy votes and, except where a poll is called, should indicate the level of proxies
lodged on each resolution, and the balance for and against the resolution, after it has been dealt with on a show of hands. C.2.2 Companies should propose a separate resolution at the AGM on each substantially separate issue, and should in particular propose a resolution at the AGM relating to the report and accounts. C.2.3 The chairman of the board should arrange for the chairmen of the audit, remuneration and nomination committees to be available to answer questions at the AGM. C.2.4 Companies should arrange for the Notice of the AGM and related papers to be sent to shareholders at least 20 working days before the meeting.
The Board would welcome the views of private investors regarding any change or addition which would make the proceedings of the Annual General Meeting more meaningful to them.
44
|
1 | 60050932_b1 | 60050932 | Newman Street, London, W1P 3LA during usual business hours on any business day from the date of this notice until the date of the meeting and for 15 minutes prior to the meeting at The Armourers' Hall, 81 Coleman Street, London, EC2R 5BJ.
7. The Company, pursuant to regulation 34 of The Uncertificated Securities Regulations 1995, specifies that only those ordinary shareholders registered in the register of members of the Company 48 hours before the meeting shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after that time will be disregarded in determining the rights of any person to attend or vote at the meeting.
43
Notice of Annual General Meeting
for the year ended 31 December 1998
Notes: (continued) 8. Resolution 7
When resolution 7 in the notice of the Annual General Meeting is passed, the Board will have general and unconditional authority to allot 9,298,551 Ordinary Shares, which authority will expire fifteen months from the date on which this resolution is passed or, if earlier, at the conclusion of the next Annual General Meeting. 4,288,334 authorised but unissued Ordinary Shares will be reserved in respect of share options granted under the two Share Option Schemes which members have approved and to provide for the conversion of Preference Shares. Accordingly, following the passing of this resolution 5,010,217 Ordinary Shares, representing approximately 15 per cent of the issued share capital of the Company, will remain authorised, unissued and unreserved. 9. Resolution 8 In addition to the above, on the passing of resolution 8, the Board will have authority to allot equity securities up to an aggregate value of £84,153.62, representing approximately 5 per cent of the issued Ordinary Share capital of the Company for cash otherwise than pro-rata to existing shareholders, which authority will expire fifteen months from the date on which the resolution is passed or, if earlier, at the conclusion of the next Annual General Meeting of the Company. The Board will also have authority to allot equity securities in order to satisfy the conversion rights attaching to the Preference Shares. However, currently there is no intention to issue any further share capital otherwise than pursuant to the exercise of conversion rights in respect of the Preference Shares in issue and in the exercise of any options under the two Share Option Schemes.
Private Shareholders For ease of |
1 | 60051037_0 | 60051037 | Annual Report 1998
ISS The Service Enterprise
Contents
1 1998 in Brief 2 Board of Directors and Board of Management 3 Group Financial Highlights and Key Figures 4 Report to Shareholders, Employees
and Customers 16 EVA® 17 Business Conduct 18 The Service Enterprise Concept 20 Country Reports 22 Denmark 24 United Kingdom and Ireland 26 Sweden 28 Norway 29 Germany 30 Austria 30 Slovenia 30 Greece 30 Czech Republic 30 Slovakia 30 Hungary 30 Poland 31 Switzerland and Italy 32 Finland 33 Belgium and Luxembourg 33 Netherlands 34 France 34 Portugal 35 Brazil 36 China and Hong Kong SAR 37 Singapore 38 Thailand 38 Malaysia 39 Indonesia 39 Brunei 39 Sri Lanka
Annual general meeting Thursday, 22 April 1999 at 5pm Radisson SAS Falconer Center Falkoner Allé 9 1908 Frederiksberg C Denmark
40 Shareholder Information 43 Financial Analysts 44 Signatures to the Accounts 45 Auditors' Report 46 Accounting Policies 50 Consolidated Profit and Loss Accounts 51 Consolidated Statements of Cash Flows 52 Consolidated Balance Sheets 54 Notes to the Consolidated Financial Statements 67 Profit and Loss Accounts of
the Parent Company 68 Balance Sheets of the Parent Company 70 Notes to the Financial Statements of
the Parent Company 74 ISS Subsidiaries and Associated Companies 76 Definitions of Key Figures 77 Addresses
Forward-looking Statements This annual report contains statements regarding expectations to the future development, in particular future sales, operating efficiencies and business expansion. Such statements are subject to risks and uncertainties as various factors, many of which are outside of ISS's control, may cause the actual development and results to differ materially from the expectations contained in the report. Factors that might affect such expectations include, among others, overall economic and business conditions, fluctuations in currencies, the demand for ISS's services, competitive factors in the industry and uncertainties concerning possible acquisitions and divestments.
ISS B-share price during 1998
1998 in Brief
Turnover 1992-1998 Amounts in DKKbn 14 12 10
8
6
4 2
0 92 93 94 95 96 97 98
Turnover growth 1997-1998
Amounts in DKKm 2,100
Total growth
1,800
1,500 Acquisitions, net
1,200
900
Organic
growth 600
300
Currency
0
effect
300
Key figures 1998 Amounts in DKKm, except per share data
1998
Turnover Operating profit 1) Ordinary profit |
1 | 60051037_1 | 60051037 |
Forward-looking Statements This annual report contains statements regarding expectations to the future development, in particular future sales, operating efficiencies and business expansion. Such statements are subject to risks and uncertainties as various factors, many of which are outside of ISS's control, may cause the actual development and results to differ materially from the expectations contained in the report. Factors that might affect such expectations include, among others, overall economic and business conditions, fluctuations in currencies, the demand for ISS's services, competitive factors in the industry and uncertainties concerning possible acquisitions and divestments.
ISS B-share price during 1998
1998 in Brief
Turnover 1992-1998 Amounts in DKKbn 14 12 10
8
6
4 2
0 92 93 94 95 96 97 98
Turnover growth 1997-1998
Amounts in DKKm 2,100
Total growth
1,800
1,500 Acquisitions, net
1,200
900
Organic
growth 600
300
Currency
0
effect
300
Key figures 1998 Amounts in DKKm, except per share data
1998
Turnover Operating profit 1) Ordinary profit after tax before goodwill amortisation Net profit (loss) Sustainable cash flow 2) Total equity
13,801 735 487 211 440
1,454
Earnings per share (EPS) 2) Sustainable cash flow per share 2)
9.28 14.78
Share of turnover generated by specialised business units 42%
Share of employees on full time
55%
Number of employees
137,800
Operating profit *) 1992-1998 Amounts in DKKm 875
750
625
500
375
250
125
0 92 93 94 95 96 97 98
*) Before other income and expenses
1997
11,782 639 395 451 356
1,310
8.29 11.96
35% 50% 106,600
1996
10,738 553 239
(1,856) 290 894
3.41 9.75
30% 30% 103,400
1) Before other income and expenses
2) Cf. page 76 for definitions
Growth in 1998
Organic growth Turnover Operating profit Ordinary profit before amortisation of goodwill Sustainable cash flow per share Number |
1 | 60051037_2 | 60051037 | after tax before goodwill amortisation Net profit (loss) Sustainable cash flow 2) Total equity
13,801 735 487 211 440
1,454
Earnings per share (EPS) 2) Sustainable cash flow per share 2)
9.28 14.78
Share of turnover generated by specialised business units 42%
Share of employees on full time
55%
Number of employees
137,800
Operating profit *) 1992-1998 Amounts in DKKm 875
750
625
500
375
250
125
0 92 93 94 95 96 97 98
*) Before other income and expenses
1997
11,782 639 395 451 356
1,310
8.29 11.96
35% 50% 106,600
1996
10,738 553 239
(1,856) 290 894
3.41 9.75
30% 30% 103,400
1) Before other income and expenses
2) Cf. page 76 for definitions
Growth in 1998
Organic growth Turnover Operating profit Ordinary profit before amortisation of goodwill Sustainable cash flow per share Number of employees
Total business
+ 6% + 17% + 15% + 23% + 24% + 29%
Continued business 3)
+ 6% + 20% + 19%
3) Excluding Darenas (Denmark and United Kingdom) sold in 1997
Main events
· 32 acquisitions, including NWG, Germany and Reliance, Hong Kong · Many new, large contracts in key segments, including major Private Finance Initiative contracts in the UK · EVA implemented. Proposal for employee shares and stock options · No dividends proposed as opportunities for value creating acquisitions are expected to persist
2
Board of Directors Board of Management
Board of Directors
From left to right:
Sven Riskær (60) Member of the Board of ISS A/S since 1987. Managing Director of The Industrialization Fund for Developing Countries (IFU), The Investment Fund for Central and Eastern Europe (IØ) and The Investment Fund for the Emerging Markets (IFV); chairman of the board of Dansk Olie og Naturgas A/S; member of the board of C. L. Davids Legat and Ejendomsselskabet Vennelyst A |
1 | 60051037_3 | 60051037 | of employees
Total business
+ 6% + 17% + 15% + 23% + 24% + 29%
Continued business 3)
+ 6% + 20% + 19%
3) Excluding Darenas (Denmark and United Kingdom) sold in 1997
Main events
· 32 acquisitions, including NWG, Germany and Reliance, Hong Kong · Many new, large contracts in key segments, including major Private Finance Initiative contracts in the UK · EVA implemented. Proposal for employee shares and stock options · No dividends proposed as opportunities for value creating acquisitions are expected to persist
2
Board of Directors Board of Management
Board of Directors
From left to right:
Sven Riskær (60) Member of the Board of ISS A/S since 1987. Managing Director of The Industrialization Fund for Developing Countries (IFU), The Investment Fund for Central and Eastern Europe (IØ) and The Investment Fund for the Emerging Markets (IFV); chairman of the board of Dansk Olie og Naturgas A/S; member of the board of C. L. Davids Legat and Ejendomsselskabet Vennelyst A/S Number of B-shares: 564
Erik Sørensen (54) Member of the Board of ISS A/S since 1996. Managing Director of Chr. Hansen Holding A/S; member of the board of SAS Danmark A/S and Maersk Medical A/S
Ingrid Jakobsen* (58) Member of the Board of ISS A/S since 1991. Secretary Number of B-shares: 2,211
Kaare Vagner (53) Vice-Chairman. Member of the Board of ISS A/S since 1992. Chairman of the board of Riegens A/S; member of the board of A/S Det Østasiatiske Kompagni Number of B-shares: 1,885
Arne Madsen (65) Chairman. Member of the Board of ISS A/S since 1977. Senior Partner, The Law Firm Jonas Bruun; chairman of the board of Labotek A/S, Springbanen A/S, Scan-Horse A/S, Ellehammers Laboratorium A/S; member of
the board of Aktieselskabet Ny Kalkbrænderi |
1 | 60051037_b0 | 60051037 | 225 8340 Country Manager: C.C. Woon
Slovakia
ISS Servisystem spol. s.r.o. Trnavská Cesta 3 SK-831 04 Bratislava Tel.: +42 17 5556 2670 Fax: +42 17 5556 4747 Country Manager: Honor Ilavsky
Slovenia
ISS Servisystem d.o.o. Kopitarjeva 5 SI-62000 Maribor Tel.: +386 62 220860 Fax: +386 62 2208638 Country Manager: Bojan Rajtmajer
Spain
ISS España Tel.: +34 90 934 5207 Fax: +34 93 759 2218 Country Manager: Joaquim Borrás
Sri Lanka
ISS Abans Environmental Services (PT) Ltd. 141 Kirula Road Colombo 05 Tel.: +941 500 631 Fax: +941 590 555 Country Manager: Rusi Pestonjee
Sweden
ISS Sverige AB Årstaängsvägen 25 Box 42071 S-126 13 Stockholm Tel.: +46 8 681 6000 Fax: +46 8 681 9087 Country Manager: Arne Pedersen
Switzerland
ISS Holding A.G. Talackerstrasse 5 Box 1733 CH-8065 Zürich Tel.: +41 1 874 18 18 Fax: +41 1 874 18 19 Country Manager: Romano Spadaro
Thailand
ISS ESGO Co. Ltd. 92/9 Moo 7, Phaholyothin Road Klongthanon, Bangken Bangkok 10220 Tel.: +66 2 552 5015 Fax: +66 2 552 1260 Country Manager: Theinsiri Theingviboonwong
United Kingdom
ISS UK Ltd 44-50 Bath Road Hounslow Middlesex TW3 3EB Tel.: +44 181 569 6080 Fax: +44 181 569 6607 Country Manager: Kevin Mahoney
ISS-International Service System A/S Bredgade 30 DK-1260 Copenhagen K Denmark
Telephone: + 45 38 17 00 00
Fax:
+ 45 38 17 00 11
E-mail:
info@iss-group.com
Website: www.iss-group.com
A/S Reg. No.: 37.702
|
1 | 60051037_b1 | 60051037 | Copenhagen NV Tel.: +45 38 17 17 17 Fax: +45 38 33 23 11 Country Manager: Sven Ipsen
ISS Contract Cleaners Ltd. 14/17 Hanbury Lane Dublin 8 Tel.: +353 1 453 7711 Fax: +353 1 453 7870 Country Manager: David Healy
NWG RUS GmbH Alabjana 25, 125252 Moscow Tel.: +007/095-198 1679 Fax: +007/095-198 3506
Singapore
Finland
ISS Suomi Oy Laulukuja 6 FIN-00421 Helsinki Tel.: +35 8 205 155 Fax: +35 8 2051 50155 Country Manager: Matti Kyytsönen
Italy
ISS Robustelli s.r.l. Italia Viale Aguggiari 178 I-21100 Varese Tel.: +39 0332 22 77 06 Fax: +39 0332 22 43 67 Country Manager: Giuliano Robustelli
ISS Servisystem Pte. Ltd. 315 Outram Road #04-09 Tan Boon Liat Building Singapore 169074 Tel.: +65 227 9711 Fax: +65 225 8340 Country Manager: C.C. Woon
Slovakia
ISS Servisystem spol. s.r.o. Trnavská Cesta 3 SK-831 04 Bratislava Tel.: +42 17 5556 2670 Fax: +42 17 5556 4747 Country Manager: Honor Ilavsky
Slovenia
ISS Servisystem d.o.o. Kopitarjeva 5 SI-62000 Maribor Tel.: +386 62 220860 Fax: +386 62 2208638 Country Manager: Bojan Rajtmajer
Spain
ISS España Tel.: +34 90 934 5207 Fax: +34 93 759 2218 Country Manager: Joaquim Borrás
Sri Lanka
ISS Abans Environmental Services (PT) Ltd. 141 Kirula Road Colombo 05 Tel.: +941 500 631 Fax: +941 590 555 Country Manager: Rusi Pestonjee
Sweden
ISS Sverige AB Årstaängsvägen 25 Box 42071 S-126 13 Stockholm Tel.: +46 8 681 6000 Fax: +46 8 681 9087 Country |
1 | 60051233_0 | 60051233 | ANNUAL REPORT 1998
CONTENTS
Background to our Business 2 Directors 3
Report of the Chairman and the Chief Executive 4 Offices and Management 6 Report of the Directors 12 Corporate Governance 17
Report of the Board to the Shareholders on Directors' Remuneration 19 Statement of Directors' Responsibilities 20 Report of the Auditors 21 Consolidated Profit and Loss Account 22 Consolidated Balance Sheet 23 Balance Sheet of the Company 24 Consolidated Cash Flow Statement 25 Notes to the Accounts 28 Notice of Annual General Meeting 39 Financial Summary 1994 -1998 41
BACKGROUND TO OUR BUSINESS
Trade Finance Forfaiting Forfaiting is a method of financing international trade. The forfaiter purchases from an exporter the debt due by an importer when credit is required but, unlike factoring, the debt is usually evidenced by a series of negotiable financial instruments such as promissory notes or bills of exchange. Alternatively, the debt may take the form of a deferred payment letter of credit opened by a bank.
The notes or bills are usually guaranteed by a bank in the importer's country and, subject to the quality of the guarantor, become marketable amongst international banks and other financial institutions.
The financing of international trade by the discounting of bills of exchange dates back at least to the Middle Ages. In forfaiting, however, bills and notes are purchased without recourse to the exporter or the previous holders. In English the purchaser has forfeited his right of recourse to the previous holder; in French, the notes have been purchased "à forfait".
Arrangement, Syndication and Trading of Loans London Forfaiting Company has used the skills required for trade finance to develop expertise in arranging and syndicating financial loans. Both trade-related instruments and these syndicated financial loans possess similar key features and are placed internationally.
Portfolios Bills of exchange, promissory notes, deferred payment letters of credit, syndicated financial loans and other transferable financial instruments all form part of our portfolios of assets.
The composition and development of these portfolios are monitored using, where appropriate, our experienced research team.
London Forfaiting Company buys promissory notes and bills either directly from exporters or from their banks subject, of course, to satisfactory assessment of the sovereign and guarantor risks. The exporters are not only British. Our offices overseas are in regular contact with local exporters and banks, and we also receive enquiries from companies and banks in other countries |
1 | 60051233_1 | 60051233 | discounting of bills of exchange dates back at least to the Middle Ages. In forfaiting, however, bills and notes are purchased without recourse to the exporter or the previous holders. In English the purchaser has forfeited his right of recourse to the previous holder; in French, the notes have been purchased "à forfait".
Arrangement, Syndication and Trading of Loans London Forfaiting Company has used the skills required for trade finance to develop expertise in arranging and syndicating financial loans. Both trade-related instruments and these syndicated financial loans possess similar key features and are placed internationally.
Portfolios Bills of exchange, promissory notes, deferred payment letters of credit, syndicated financial loans and other transferable financial instruments all form part of our portfolios of assets.
The composition and development of these portfolios are monitored using, where appropriate, our experienced research team.
London Forfaiting Company buys promissory notes and bills either directly from exporters or from their banks subject, of course, to satisfactory assessment of the sovereign and guarantor risks. The exporters are not only British. Our offices overseas are in regular contact with local exporters and banks, and we also receive enquiries from companies and banks in other countries where we have no direct representation. Once the notes or bills are purchased, we use our international network of offices to distribute and place them to best advantage with investing institutions. Some notes are sold immediately. Some are held for a time earning a yield whilst held. Some are held to maturity.
2
DIRECTORS
CHAIRMAN
# Jack A.G. Wilson
CHIEF EXECUTIVE
# Stathis A. Papoutes
FINANCE DIRECTOR
Pravin P. Samani
DIRECTORS
Simon J. Lay David R. Lilley Victor N. Papadopoulos Raphaël J. Preteceille Stephen Rothwell Mark A. West
NON-EXECUTIVE DIRECTORS
# * David Patrick H. Burgess
(Senior Partner, Gouldens)
# * Michael Davenport # * Michael C. Johns
(Partner, Ashurst Morris Crisp) # Member of the Nomination Committee * Member of the Audit Committee and the Remuneration Committee D.P.H. Burgess is Chairman of the Audit Committee, the Remuneration Committee and the Nomination Committee
COMPANY SECRETARY
Martin T.D. Palmer
REG |
1 | 60051233_2 | 60051233 | where we have no direct representation. Once the notes or bills are purchased, we use our international network of offices to distribute and place them to best advantage with investing institutions. Some notes are sold immediately. Some are held for a time earning a yield whilst held. Some are held to maturity.
2
DIRECTORS
CHAIRMAN
# Jack A.G. Wilson
CHIEF EXECUTIVE
# Stathis A. Papoutes
FINANCE DIRECTOR
Pravin P. Samani
DIRECTORS
Simon J. Lay David R. Lilley Victor N. Papadopoulos Raphaël J. Preteceille Stephen Rothwell Mark A. West
NON-EXECUTIVE DIRECTORS
# * David Patrick H. Burgess
(Senior Partner, Gouldens)
# * Michael Davenport # * Michael C. Johns
(Partner, Ashurst Morris Crisp) # Member of the Nomination Committee * Member of the Audit Committee and the Remuneration Committee D.P.H. Burgess is Chairman of the Audit Committee, the Remuneration Committee and the Nomination Committee
COMPANY SECRETARY
Martin T.D. Palmer
REGISTERED OFFICE
London Forfaiting Company PLC International House
1 St. Katharine's Way, London E1 9UN Registered Number 1733470
REGISTRARS AND TRANSFER OFFICE
IRG plc Bourne House, 34 Beckenham Road
Beckenham, Kent BR3 4TU (Tel: 0181 639 2000)
AUDITORS
Deloitte & Touche Stonecutter Court, 1 Stonecutter Street
London EC4A 4TR
3
REPORT OF THE CHAIRMAN AND THE CHIEF EXECUTIVE
Results and Dividends The unprecedented global turbulence in the emerging market economies has led to a significant downward valuation of the Company's portfolio of assets. The resultant loss before taxation for the year ended 31st December, 1998 was £56.6 million compared to £38.5 million profit for the previous year. The loss after tax amounted to £51.1 million compared with £31.0 million profit after tax in 1997. The loss per share was 48.76p compared to 29.95p profit per share in the previous year.
The Company continued to operate profitably throughout the year and operating profits for 1998 amounted to approximately |
1 | 60051233_3 | 60051233 | ISTERED OFFICE
London Forfaiting Company PLC International House
1 St. Katharine's Way, London E1 9UN Registered Number 1733470
REGISTRARS AND TRANSFER OFFICE
IRG plc Bourne House, 34 Beckenham Road
Beckenham, Kent BR3 4TU (Tel: 0181 639 2000)
AUDITORS
Deloitte & Touche Stonecutter Court, 1 Stonecutter Street
London EC4A 4TR
3
REPORT OF THE CHAIRMAN AND THE CHIEF EXECUTIVE
Results and Dividends The unprecedented global turbulence in the emerging market economies has led to a significant downward valuation of the Company's portfolio of assets. The resultant loss before taxation for the year ended 31st December, 1998 was £56.6 million compared to £38.5 million profit for the previous year. The loss after tax amounted to £51.1 million compared with £31.0 million profit after tax in 1997. The loss per share was 48.76p compared to 29.95p profit per share in the previous year.
The Company continued to operate profitably throughout the year and operating profits for 1998 amounted to approximately £23 million. The overall loss is attributable to downward valuations of the asset portfolio of some £80 million. Approximately 60% of this is attributable to the portfolio of the Cyprus subsidiary which consists principally of assets which are syndicated loan participations held for trading and the balance to the London portfolio which consists principally of negotiable assets derived from forfaiting transactions. A large proportion of the revaluations relates to Russian assets; the balance covers a wide range of emerging market assets.
Turnover
As a result of the turbulence in international
financial markets, Group turnover decreased by
almost one third to £1.53 billion from £2.27 billion
in the previous year. Although the decline in
turnover in the second half at 40% was greater than
in the first half, nonetheless at £645 million
turnover remained on average at more than £100
million per month. The table below shows the
geographical spread of turnover by region of
underlying risk.
1998
1997
£ million £ million
Europe
779
1,341
Asia
419
461
Americas
300
|
1 | 60051233_b0 | 60051233 |
351,331
191,984
195,278
14,433 1,276
123,583
40,589 29,904 25,000 28,090 123,583
43,612 2,559
133,077
40,717 30,173 25,000 37,187 133,077
130,023 2,576
150,770
41,221 31,217 25,000 53,332 150,770
123,973 691
171,753
41,888 33,292 25,000 71,573 171,753
80,573 258
114,447
41,912 33,335 25,000 14,200 114,447
41
Perivan Financial Print 13013
LONDON FORFAITING COMPANY PLC INTERNATIONAL HOUSE, 1 ST. KATHARINE'S WAY, LONDON E1 9UN TELEPHONE: 0171-481 3410, TELEX: 8812606, FACSIMILE: 0171-480 7626
|
1 | 60051233_b1 | 60051233 |
3,797
608,085
56,707 26,537 691,329
333,450 58,662 6,597 398,709
292,620
296,417
(51,086) (6,287) (57,373) 71,573 14,200 (48.76)p
3,294
463,785
42,866 36,664 543,315
314,318 37,013
351,331
191,984
195,278
14,433 1,276
123,583
40,589 29,904 25,000 28,090 123,583
43,612 2,559
133,077
40,717 30,173 25,000 37,187 133,077
130,023 2,576
150,770
41,221 31,217 25,000 53,332 150,770 |
1 | 60051238_0 | 60051238 | LONDON BRIDGE
SOFTWARE HOLDINGS PLC
Annual Report and Accounts 1998
ATLANTA, GEORGIA CHARLOTTE, NORTH CAROLINA
& ORLANDO, FLORIDA USA
LONDON & STRATFORD-UPON-AVON
UK
SINGAPORE
FINANCIAL HIGHLIGHTS
1
TURNOVER
Note
1998 »000
22,375
1997 »000
11,320
% change
+98%
ADJUSTED PROFIT BEFORE TAX
I
8,522
4,767
+79%
ADJUSTED EARNINGS PER SHARE
II
23.30p
14.00p
+66%
BASIC EARNINGS PER SHARE
20.11p
10.03p +100%
DILUTED EARNINGS PER SHARE
19.77p
9.87p +100%
Notes :
I. Adjusted pro¢t before tax for the year ended 31 December 1998 is FRS 3 pro¢t before tax of »7,365,000 (1997 - »3,701,000) after excluding the initial expenses of »861,000 relating to the establishment of the Group's operations in Singapore (1997 - »829,000) and the goodwill amortised of »296,000 on the acquisition of the Mortgage Systems Division (1997 - »Nil). Adjusted pro¢t before tax for the year ended 31 December 1997 has been further adjusted to exclude the Stock Exchange listing costs of »237,000.
II. Adjusted earnings per share for the year ended 31 December 1998 is calculated after excluding the after tax effect of the initial expenses relating to the establishment of the Group's operation in Singapore and the goodwill amortised on the acquisition of the Mortgage Systems Division. Adjusted earnings per share for the year ended 31 December 1997 is calculated after excluding the initial Singapore establishment expenses and the Stock Exchange listing costs and after further adjusting for the shares subject to the buy back arrangements as described in note 10.
2
CONTENTS
Chairman's Statement
3
The Business
5
Operating and Financial Review
7
Board of Directors
9
Corporate Governance |
1 | 60051238_1 | 60051238 | RS 3 pro¢t before tax of »7,365,000 (1997 - »3,701,000) after excluding the initial expenses of »861,000 relating to the establishment of the Group's operations in Singapore (1997 - »829,000) and the goodwill amortised of »296,000 on the acquisition of the Mortgage Systems Division (1997 - »Nil). Adjusted pro¢t before tax for the year ended 31 December 1997 has been further adjusted to exclude the Stock Exchange listing costs of »237,000.
II. Adjusted earnings per share for the year ended 31 December 1998 is calculated after excluding the after tax effect of the initial expenses relating to the establishment of the Group's operation in Singapore and the goodwill amortised on the acquisition of the Mortgage Systems Division. Adjusted earnings per share for the year ended 31 December 1997 is calculated after excluding the initial Singapore establishment expenses and the Stock Exchange listing costs and after further adjusting for the shares subject to the buy back arrangements as described in note 10.
2
CONTENTS
Chairman's Statement
3
The Business
5
Operating and Financial Review
7
Board of Directors
9
Corporate Governance
10
Directors' Report
12
Statement of Directors' Responsibilities
14
Auditors' Report
15
Group Pro¢t and Loss Account
16
Statement of Total Recognised Gains and Losses
16
Group Balance Sheet
17
Company Balance Sheet
18
Group Cash Flow Statement
19
Notes to Group Cash Flow Statement
20
Notes to the Accounts
21
Trading Record
33
Notice of Annual General Meeting
34
Notes to Notice of Annual General Meeting
35
Of¢cers, Professional Advisers and Shareholder Information
36
CHAIRMAN'S STATEMENT
3
It gives me great pleasure to announce the full year results for 1998.
During the year sales grew strongly with organic growth in all regions including an excellent performance from the new Mortgage Systems Division acquired at the beginning of September which came in at the upper end of our expectations.
In Europe we have invested heavily in marketing during 1998 and go forward into 1999 with a healthy list of prospective customers. During the year new business orders were signed in Ireland, Romania and |
1 | 60051238_2 | 60051238 |
10
Directors' Report
12
Statement of Directors' Responsibilities
14
Auditors' Report
15
Group Pro¢t and Loss Account
16
Statement of Total Recognised Gains and Losses
16
Group Balance Sheet
17
Company Balance Sheet
18
Group Cash Flow Statement
19
Notes to Group Cash Flow Statement
20
Notes to the Accounts
21
Trading Record
33
Notice of Annual General Meeting
34
Notes to Notice of Annual General Meeting
35
Of¢cers, Professional Advisers and Shareholder Information
36
CHAIRMAN'S STATEMENT
3
It gives me great pleasure to announce the full year results for 1998.
During the year sales grew strongly with organic growth in all regions including an excellent performance from the new Mortgage Systems Division acquired at the beginning of September which came in at the upper end of our expectations.
In Europe we have invested heavily in marketing during 1998 and go forward into 1999 with a healthy list of prospective customers. During the year new business orders were signed in Ireland, Romania and Portugal as well as the United Kingdom. These orders are currently generating a large book of consulting income. We anticipate that the advent of the single currency will act as a catalyst for an increased demand for new credit management systems over the next few years. The Company is now very well positioned to bene¢t from these changes.
In the USA our core Credit Management operations met all of our objectives with the most notable new business sales being to the US Department of Justice and to Chase Manhattan Bank. The anticipated bene¢ts of the user base acquired with the RMS business in August 1997 are now being realised with new business orders being achieved during the year for our Debt Manager product from a utility and a collections agency as well as the order from Chase Manhattan Bank which was announced in December. Over 50% of our licence income from the US Credit Management Division was generated by Debt Manager sales in 1998 and a good prospect list is now being progressed as we go into 1999. This increase illustrates the strong underlying organic growth the Company is achieving which is being driven by our leading edge products. Both our remote processing business for RMS and our electronic debt network (Partner.net) achieved their aggressive growth targets for the year and all indications are that these trends should continue into 1999 further strengthening the |
1 | 60051238_3 | 60051238 | Portugal as well as the United Kingdom. These orders are currently generating a large book of consulting income. We anticipate that the advent of the single currency will act as a catalyst for an increased demand for new credit management systems over the next few years. The Company is now very well positioned to bene¢t from these changes.
In the USA our core Credit Management operations met all of our objectives with the most notable new business sales being to the US Department of Justice and to Chase Manhattan Bank. The anticipated bene¢ts of the user base acquired with the RMS business in August 1997 are now being realised with new business orders being achieved during the year for our Debt Manager product from a utility and a collections agency as well as the order from Chase Manhattan Bank which was announced in December. Over 50% of our licence income from the US Credit Management Division was generated by Debt Manager sales in 1998 and a good prospect list is now being progressed as we go into 1999. This increase illustrates the strong underlying organic growth the Company is achieving which is being driven by our leading edge products. Both our remote processing business for RMS and our electronic debt network (Partner.net) achieved their aggressive growth targets for the year and all indications are that these trends should continue into 1999 further strengthening the Group's growth of recurring revenues.
The new Mortgage Systems Division in the US contributed for four months of the year meeting all of our commercial objectives including a signi¢cant pre-tax pro¢t. We have hired staff to replace contractors on both customer development contracts as well as research and development projects which has increased margins and already enabled us to improve the quality of deliverables to customers. To update the Division's products will require an increased research and development spend but we believe this will result in additional revenue during the current year and is already having a positive impact upon the client base. We are moving all of our staff in Atlanta into one new of¢ce location which will provide a more productive working environment.
Our operations in Asia had a slow start in 1998 but performed well in the second half to produce a result in line with our expectations. We are now seeing more prospects for our products in the region after the economic slowdown which commenced in 1997 and we go forward into 1999 with an excellent order backlog for consulting and one licence already signed in February for Debt Manager to a major Australian Bank.
In addition, we continued to invest in development of planned product enhancements which will ensure our products are the most advanced available to our prospective clients and are utilising the latest |
1 | 60051238_b0 | 60051238 | BANKERS
Bank of Scotland The Mound Edinburgh EH1 1YZ
SOLICITORS
Travers Smith Braithwaite 10 Snow Hill London EC1A 2AL
BROKERS
Henderson Crosthwaite Institutional Brokers Limited 32 St Mary at Hill London EC3P 3AJ
REGISTRARS
IRG plc Balfour House 390/398 High Road Ilford Essex IG1 1NQ
AUDITORS
Deloitte & Touche Chartered Accountants Hill House 1 Little New Street London EC4A 3TR
OFFICERS, PROFESSIONAL ADVISERS AND SHAREHOLDER INFORMATION
37
GROUP COMPANY OFFICES Head Of¢ce London Bridge Software Holdings plc 16th Floor New London Bridge House 25 London Bridge Street London SE1 9SG
Telephone: 0171 403 1333 Facsimile: 0171 403 8981
London Bridge Software (ASPAC) Pte Ltd Albert Complex #11-01 60 Albert Street Singapore 189969
Telephone: 00 65 334 7879 Facsimile: 00 65 334 2938
Hatton Blue Limited Wellesbourne House Walton Road Wellesbourne Warwickshire CV35 9JB
Telephone: 01789 470489 Facsimile: 01789 470493
Wealden Computing Services Limited 6 Sovereign Business Centre 33 Stockingswater Lane En¢eld EN3 7JX
Telephone : 0181 364 7177 Facsimile: 0181 364 7181
LBSS Inc. 2550 West Tyvola Road Suite 460 Charlotte North Carolina 28217 USA
Telephone: 001 704 357 3133 Facsimile: 001 704 357 6422
and at: 3550 Engineering Drive Suite 200 Norcross Atlanta GA 30092 USA
Telephone: 001 770 810 8000 Facsimile: 001 770 810 8015
and at: 601 Lake Destiny Drive Suite 140 Maitland Florida 32751 USA
Telephone: 001 407 475 4423 Facsimile: 001 407 875 3383
London Bridge website: www.london-bridge.com
OFFICERS, PROFESSIONAL ADVISERS AND SHAREHOLDER INFORMATION
Pillans & Wilson Greenaway. 118299
LONDON BRIDGE
SOFTWARE HOLDINGS PLC
|
1 | 60051238_b1 | 60051238 | ¢cated Securities Regulations 1995, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the Meeting is 11.00 am on Monday, 26 April 1999. Entries on the register of members after that time will be disregarded in determining the rights of any person to attend or to vote at the Meeting.
5. In accordance with paragraph 29 of Schedule 13 of the Companies Act 1985, the register of Directors' interests in the share capital of the Company (maintained under section 325 of the said Act) will be available for inspection at the commencement, and during the continuance, of the Annual General Meeting.
36
OFFICERS, PROFESSIONAL ADVISERS AND SHAREHOLDER INFORMATION
DIRECTORS
Gordon Crawford James Reid John Birkmire Kenneth Hunt Paul Boughton
(Chairman and Managing Director) (Finance Director) (Non-Executive) (Non-Executive) (Non-Executive)
COMPANY SECRETARY Simon Parsliffe
REGISTERED OFFICE
16th Floor New London Bridge House 25 London Bridge Street London SE1 9SG Registered Number : 2766106
BANKERS
Bank of Scotland The Mound Edinburgh EH1 1YZ
SOLICITORS
Travers Smith Braithwaite 10 Snow Hill London EC1A 2AL
BROKERS
Henderson Crosthwaite Institutional Brokers Limited 32 St Mary at Hill London EC3P 3AJ
REGISTRARS
IRG plc Balfour House 390/398 High Road Ilford Essex IG1 1NQ
AUDITORS
Deloitte & Touche Chartered Accountants Hill House 1 Little New Street London EC4A 3TR
OFFICERS, PROFESSIONAL ADVISERS AND SHAREHOLDER INFORMATION
37
GROUP COMPANY OFFICES Head Of¢ce London Bridge Software Holdings plc 16th Floor New London Bridge House 25 London Bridge Street London SE1 9SG
Telephone: 0171 403 1333 Facsimile: 0171 403 8981
London Bridge Software (ASPAC) Pte Ltd Albert Complex #11-01 60 Albert Street Singapore 189969
Telephone: 00 65 334 7879 Facsimile: 00 65 334 2938
Hatton Blue Limited Wellesbourne House Walton Road |
1 | 60051244_0 | 60051244 | Hanson PLC Directors' Report & Accounts 1998
Hanson Building Materials America
Hanson Aggregates Hanson Concrete Products
Hanson Quarry Products Europe
Hanson Aggregates Hanson Concrete Products Hanson Waste Management and Recycling
Hanson Bricks Europe
Hanson Brick UK Hanson Desimpel
Hanson is a leading building materials company of 14,000 people,
with operations in the US, UK, continental Europe and Asia.
To reflect the transformation of Hanson into a unified company, focused on building materials, the names of all the company's operating divisions have been changed to Hanson. Cornerstone has become Hanson Building Materials America, ARC has become Hanson Quarry Products Europe and Hanson Brick has become Hanson Bricks Europe. All operations will share the new visual identity.
The new names will be used throughout the Directors' Report and Accounts.
Hanson's objective is to grow and build value for shareholders, while recognising the importance of our other responsibilities to customers and suppliers, to the environment and communities in which we operate and to the people who work for Hanson.
contents
1 Operating and Financial Review 3 Hanson Building Materials America 5 Hanson Quarry Products Europe 7 Hanson Bricks Europe 13 Report of the Directors 17 Report of the Auditors 18 Remuneration Report 22 Consolidated Profit and Loss Account 23 Balance Sheets 24 Consolidated Cash Flow Statement 25 Statement of Total Recognised Gains
and Losses 25 Reconciliation of Movements
in Shareholders' Funds 26 Accounting Policies
28 Notes to the Accounts 43 Pro Forma Consolidated Profit and
Loss Account 44 Pro Forma Segment Information 44 Pro Forma Cash Flow Statement 45 Translation to US Dollars Income
Statement and Capital Employed (UK GAAP) 46 Translation to US Dollars Consolidated Balance Sheet (UK GAAP) 47 Reconciliation to US Accounting Principles 48 US Accounting Principles 49 Shareholder Information 51 Financial Summary Offices
Operating and Financial Review
Operating and Financial Review The past year Trading Turnover 1998 total £1,574.4m
has been a watershed for Hanson. We have dealt with legacies of the past and built the foundations of our future.
Hanson Building Materials America £772.8m (49%)
Hanson Quarry Products Europe £576.0m (37%)
We are now well-positioned to deliver shareholder value by
concentrating on the heavy end |
1 | 60051244_1 | 60051244 | Report of the Directors 17 Report of the Auditors 18 Remuneration Report 22 Consolidated Profit and Loss Account 23 Balance Sheets 24 Consolidated Cash Flow Statement 25 Statement of Total Recognised Gains
and Losses 25 Reconciliation of Movements
in Shareholders' Funds 26 Accounting Policies
28 Notes to the Accounts 43 Pro Forma Consolidated Profit and
Loss Account 44 Pro Forma Segment Information 44 Pro Forma Cash Flow Statement 45 Translation to US Dollars Income
Statement and Capital Employed (UK GAAP) 46 Translation to US Dollars Consolidated Balance Sheet (UK GAAP) 47 Reconciliation to US Accounting Principles 48 US Accounting Principles 49 Shareholder Information 51 Financial Summary Offices
Operating and Financial Review
Operating and Financial Review The past year Trading Turnover 1998 total £1,574.4m
has been a watershed for Hanson. We have dealt with legacies of the past and built the foundations of our future.
Hanson Building Materials America £772.8m (49%)
Hanson Quarry Products Europe £576.0m (37%)
We are now well-positioned to deliver shareholder value by
concentrating on the heavy end of the building materials market.
Overview Hanson delivered a strong profits performance in 1998, with pre-tax profits before exceptional items for the year rising by 18.0% to £265.2m on turnover of £1.8bn. This is chiefly due to the contribution from Hanson Building Materials America, where profits were £128.1m for the year, an increase of 45.2% on the previous year. We also enhanced margins in the UK despite difficult trading conditions. In particular, Hanson Quarry Products Europe had a very good second half to produce a 1.2% margin improvement. Group operating margins overall rose from 14.5% to 16.6%. Basic earnings per share before exceptional items rose from 29.0p to 34.7p. We have announced a 9.4% increase in our final dividend to 8.75p per share.
In recognition of our progress, our shares rose by 75.1% during 1998, significantly ahead of the UK stock-market as a whole and the building materials sector in particular. During the course of the year, Hanson's market capitalisation rose from £1.8bn to £3.1bn. Hanson is a constituent of the FTSE 100 index of leading UK companies |
1 | 60051244_2 | 60051244 | of the building materials market.
Overview Hanson delivered a strong profits performance in 1998, with pre-tax profits before exceptional items for the year rising by 18.0% to £265.2m on turnover of £1.8bn. This is chiefly due to the contribution from Hanson Building Materials America, where profits were £128.1m for the year, an increase of 45.2% on the previous year. We also enhanced margins in the UK despite difficult trading conditions. In particular, Hanson Quarry Products Europe had a very good second half to produce a 1.2% margin improvement. Group operating margins overall rose from 14.5% to 16.6%. Basic earnings per share before exceptional items rose from 29.0p to 34.7p. We have announced a 9.4% increase in our final dividend to 8.75p per share.
In recognition of our progress, our shares rose by 75.1% during 1998, significantly ahead of the UK stock-market as a whole and the building materials sector in particular. During the course of the year, Hanson's market capitalisation rose from £1.8bn to £3.1bn. Hanson is a constituent of the FTSE 100 index of leading UK companies and also the FTSE Eurotop 300 index of Europe's leading quoted companies.
Other £25.6m (1%)
Hanson Bricks Europe £200.0m (13%)
Share price
170
160
Hanson
150
140
Feb 99
130
120
110
100
90 Feb 97 80 70
FTSE Building Materials & Merchants Price Index
60 F M A M J J A S O N D J F M A M J J A S O N D J F
Trading Profit 1998 total £261.5m
Disposals We have completed the disposal of our businesses outside the building materials sector. Included in the programme were Grove Worldwide, Spectrum Construction, Melody Radio and Air Hanson.
The £504.2m realised from these disposals has significantly strengthened our balance sheet. We now have net cash of £37.6m. This puts us in a strong position. The sale programme obviously took up a great deal of management time, which can now be fully focused on future growth.
Environmental liabilities In August 1998, we reached a solution to the problem of our potential environmental liabilities |
1 | 60051244_3 | 60051244 | and also the FTSE Eurotop 300 index of Europe's leading quoted companies.
Other £25.6m (1%)
Hanson Bricks Europe £200.0m (13%)
Share price
170
160
Hanson
150
140
Feb 99
130
120
110
100
90 Feb 97 80 70
FTSE Building Materials & Merchants Price Index
60 F M A M J J A S O N D J F M A M J J A S O N D J F
Trading Profit 1998 total £261.5m
Disposals We have completed the disposal of our businesses outside the building materials sector. Included in the programme were Grove Worldwide, Spectrum Construction, Melody Radio and Air Hanson.
The £504.2m realised from these disposals has significantly strengthened our balance sheet. We now have net cash of £37.6m. This puts us in a strong position. The sale programme obviously took up a great deal of management time, which can now be fully focused on future growth.
Environmental liabilities In August 1998, we reached a solution to the problem of our potential environmental liabilities relating to the former Koppers Company operations in North America. We inherited these liabilities as a result of our acquisition of Beazer plc in 1991.
We have completed an insurance transaction which insulates Hanson from these liabilities as they crystallise in the decades ahead, with the payment of a one-off premium of £166.0m to two leading reinsurance companies. This gives us £477.8m of cover in perpetuity against future associated remedial work, well above its estimated cost. The policy insures the liabilities after we have paid an excess (deductible) of £60.3m which is expected to be spent over the next two years. The net cost of this arrangement was reduced to £93.4m following the recovery of £72.6m relating to the settlement of other environmental insurance issues in the US.
The reinsurance of these liabilities has removed an area of uncertainty which had reduced the value of our business.
Hanson Building Materials America £128.1m (49%)
Hanson Quarry Products Europe £93.0m (36%)
Other £4.4m (1%)
Hanson Bricks Europe £36.0m (14%)
Change in accounting period |
1 | 60051244_b0 | 60051244 | ipping Sodbury Bristol BS37 6AY Tel: +44 (0) 1454 316000 Fax: +44 (0) 1454 325161 www.hanson-quarryproducts.com
Hanson Bricks Europe Stewartby, Bedford MK43 9LZ Tel: +44 (0) 990 258258 Fax: +44 (0) 1234 76204 www.hanson-brickseurope.com
Shareholder Services
Registrar Lloyds TSB Registrars, Team 44 The Causeway, Worthing West Sussex BN99 6DA Tel: +44 (0) 1903 502541 Fax: +44 (0) 1903 702481
UK Share Dealing Service Pershing Securities Limited 1 Clove Crescent PO Box 2094 London E14 2ZZ Tel: +44 (0) 171 661 6616 (purchases) Tel: +44 (0) 171 661 6617 (sales)
ADR Depositary Citibank, N.A. ADR Department Shareholder Services 111 Wall Street 5th Floor New York NY 10043 Tel: +1 800 422 2066
US Shareholder information Tel: +1 800 8 HANSON
UK Share price information Tel: +44 (0) 891 222 301
Advisors
Hoare Govett Corporate Finance Limited 4 Broadgate London EC2M 7LE Tel: +44 (0) 171 601 0101 Fax: +44 (0) 171 374 1587
Ernst & Young Becket House 1 Lambeth Palace Road London SE1 7EU Tel: +44 (0) 171 928 2000 Fax: +44 (0) 171 928 1345
Designed and produced by Pauffley, printed by Hyway Pennington.
Printed on Classic Triple Silk which is Elemental Chlorine Free (ECF). The pulp is produced from trees farmed using the Plus Forest technique of farming. Classic Triple has been awarded the Nordic Swan Label which means that it has achieved low emissions on chlorine and sulphur. All emissions into air and water are maintained at levels to cause the least damage to the environment.
Hanson PLC 1 Grosvenor Place London SW1X 7JH
Tel: +44 (0) 171 245 1245 Fax: +44 (0) 171 235 3455
www.hansonplc.com
|
1 | 60051244_b1 | 60051244 | erger A detailed guidance note on the apportionment of tax basis for each of the demergers from Hanson of US Industries, Inc., Imperial Tobacco Group PLC and Millennium Chemicals Inc. and The Energy Group PLC is available from Paul Tunnacliffe, Company Secretary in the UK and Patricia DeFelice in the US or on our web site.
24 Hanson PLC
Hanson PLC 1 Grosvenor Place London SW1X 7JH Tel: +44 (0) 171 245 1245 Fax: +44 (0) 171 235 3455 www.hansonplc.com
Company Secretary Paul Tunnacliffe E-mail: ptunnacliffe@hanson.co.uk
Investor Relations UK & Europe Justin Read E-mail: jread@hanson.co.uk
Hanson Building Materials America Monmouth Shores Corporate Park 1350 Campus Parkway Neptune, New Jersey 07753 Tel: +1 732 919 9777 Fax: +1 732 919 1149
Investor Relations US Patricia DeFelice E-mail: pdefelice@hansonbma.com
Hanson Quarry Products Europe The Ridge, Chipping Sodbury Bristol BS37 6AY Tel: +44 (0) 1454 316000 Fax: +44 (0) 1454 325161 www.hanson-quarryproducts.com
Hanson Bricks Europe Stewartby, Bedford MK43 9LZ Tel: +44 (0) 990 258258 Fax: +44 (0) 1234 76204 www.hanson-brickseurope.com
Shareholder Services
Registrar Lloyds TSB Registrars, Team 44 The Causeway, Worthing West Sussex BN99 6DA Tel: +44 (0) 1903 502541 Fax: +44 (0) 1903 702481
UK Share Dealing Service Pershing Securities Limited 1 Clove Crescent PO Box 2094 London E14 2ZZ Tel: +44 (0) 171 661 6616 (purchases) Tel: +44 (0) 171 661 6617 (sales)
ADR Depositary Citibank, N.A. ADR Department Shareholder Services 111 Wall Street 5th Floor New York NY 10043 Tel: +1 800 422 2066
US Shareholder information Tel: +1 800 8 H |
1 | 60051246_0 | 60051246 | TM
annual report & financial statements
royalblue group plc
Contents
1 Results at a Glance 2 Chairman's Statement 3 Review of Operations 10 Corporate Governance 12 Report of the Directors 17 Statement of Directors' Responsibilities 18 Report of the Auditors 19 Consolidated Profit and Loss Account 19 Consolidated Statement of Total Recognised Gains and Losses 20 Consolidated Balance Sheet 21 Company Balance Sheet 22 Consolidated Cash Flow Statement 23 Notes to the Financial Statements
15 February 1999 1 March 1999 25 March 1999 1 April 1999 26 July 1999 October 1999 February 2000
1998 annual results announced Annual Report and Financial Statements circulated Annual General Meeting Final dividend paid Interim results announcement Interim dividend payment 1999 annual results announcement
Financial Calender
Advisers
Auditors Financial Adviser Registrars Bankers
KPMG Audit Plc ABN AMRO Hoare Govett Limited Bank of Scotland Barclays Bank Plc
annual report and financial statements 1998
1Results
at a Glance
royalblue group plc is a software products and services company, supplying advanced enterprise software for front office applications such as financial trading systems, IT help desks, customer service systems and corporate call centres.
c Revenues up 43% to £29.5m (1997: £20.6m) c Profits before tax up 50% to £4.5m (1997: £3.0m*) c Profit margin of 15.4% (1997: 14.7%) c USA revenues up 101% to £5m, comprising 17% of
Group revenues (1997: £2.5m, 12%) c Cash at bank up by £3m to £12.3m (1997: £9.3m) c Fully diluted earnings per share up 43% to 9.3p (1997: 6.5p*) c Recommended final dividend of 2p per share, making a total
for the year of 3p (1997: 2.25p)
Revenue
£000
29514
Profit before taxation*
£000
4543
Earnings per share*
pence
9.3
Cash at bank and in hand
£000
12260
6.5 3027
20647
4.6 2016
11679
7229 5169
94 95 96 97 98
1104
94250 |
1 | 60051246_1 | 60051246 |
c Revenues up 43% to £29.5m (1997: £20.6m) c Profits before tax up 50% to £4.5m (1997: £3.0m*) c Profit margin of 15.4% (1997: 14.7%) c USA revenues up 101% to £5m, comprising 17% of
Group revenues (1997: £2.5m, 12%) c Cash at bank up by £3m to £12.3m (1997: £9.3m) c Fully diluted earnings per share up 43% to 9.3p (1997: 6.5p*) c Recommended final dividend of 2p per share, making a total
for the year of 3p (1997: 2.25p)
Revenue
£000
29514
Profit before taxation*
£000
4543
Earnings per share*
pence
9.3
Cash at bank and in hand
£000
12260
6.5 3027
20647
4.6 2016
11679
7229 5169
94 95 96 97 98
1104
94250 95 96 97 98
2.6 0.6
94 95 96 97 98
* excluding exceptional costs associated with the 1997 flotation. 1997 earnings per share have been restated for the impact of FRS14
9285
3203 2256 839
94 95 96 97 98
2Chairman's Statement
annual report and financial statements 1998
Results 1998 has been a year of achievement for royalblue both in terms of financial performance and further development of the Group's products and market penetration. Compared with 1997, revenues increased by 43% to £29.5 million, profit before tax was up by 50%* to £4.5 million and pre-tax margin increased from 14.7%* to 15.4%. Diluted earnings per share rose by 43%* to 9.3p. These results continue the progress made in the previous years, with the three year compound growth rate being 59% for revenues and 50% for profit before tax.
The Directors are recommending a final dividend of 2p per share making 3p for the year, 33% ahead of the previous year. The final dividend will be paid on 1 April 1999 to shareholders on the register on 12 March 1999.
Tr |
1 | 60051246_2 | 60051246 | 95 96 97 98
2.6 0.6
94 95 96 97 98
* excluding exceptional costs associated with the 1997 flotation. 1997 earnings per share have been restated for the impact of FRS14
9285
3203 2256 839
94 95 96 97 98
2Chairman's Statement
annual report and financial statements 1998
Results 1998 has been a year of achievement for royalblue both in terms of financial performance and further development of the Group's products and market penetration. Compared with 1997, revenues increased by 43% to £29.5 million, profit before tax was up by 50%* to £4.5 million and pre-tax margin increased from 14.7%* to 15.4%. Diluted earnings per share rose by 43%* to 9.3p. These results continue the progress made in the previous years, with the three year compound growth rate being 59% for revenues and 50% for profit before tax.
The Directors are recommending a final dividend of 2p per share making 3p for the year, 33% ahead of the previous year. The final dividend will be paid on 1 April 1999 to shareholders on the register on 12 March 1999.
Trading The Group expanded both its product range and its geographical coverage in the period. Further analysis is provided in the Chief Executive's Review of Operations.
Board Alan Neilson was appointed to the Board in October 1998. Alan joined royalblue in January 1992 and has been responsible for the rapid growth and development of the CIS business, of which he is Managing Director. The Board will benefit greatly from his insight, experience and abilities at a Group level.
Outlook During the year our development programme maintained the technological leadership of our products while progressively increasing the breadth of the markets they serve. Equally, the steps taken to develop our operations in the United States and, more recently, the establishment of overseas sales subsidiaries and VAR networks, provide opportunities for greater geographical coverage. Demand for our products remains strong and these steps provide the groundwork for further profitable growth during 1999 and beyond.
People The Group has a clear policy to develop technologically leading products of the highest quality and to meet the demanding standards of customers in their delivery and support. royalblue achieves this by attracting and retaining the most talented and motivated staff. During a time of high demand the Group managed to increase its staff numbers by 105 to a total of 335 at the year end. The directors believe in the importance of |
1 | 60051246_3 | 60051246 | ading The Group expanded both its product range and its geographical coverage in the period. Further analysis is provided in the Chief Executive's Review of Operations.
Board Alan Neilson was appointed to the Board in October 1998. Alan joined royalblue in January 1992 and has been responsible for the rapid growth and development of the CIS business, of which he is Managing Director. The Board will benefit greatly from his insight, experience and abilities at a Group level.
Outlook During the year our development programme maintained the technological leadership of our products while progressively increasing the breadth of the markets they serve. Equally, the steps taken to develop our operations in the United States and, more recently, the establishment of overseas sales subsidiaries and VAR networks, provide opportunities for greater geographical coverage. Demand for our products remains strong and these steps provide the groundwork for further profitable growth during 1999 and beyond.
People The Group has a clear policy to develop technologically leading products of the highest quality and to meet the demanding standards of customers in their delivery and support. royalblue achieves this by attracting and retaining the most talented and motivated staff. During a time of high demand the Group managed to increase its staff numbers by 105 to a total of 335 at the year end. The directors believe in the importance of employee share ownership to reward, motivate and retain employees and will continue to operate and develop share schemes in support of this policy. The directors would like to thank all royalblue staff for the commitment and considerable effort that has led to another successful year.
Colin M Amies Chairman
* excluding exceptional costs associated with the flotation. 1997 earnings per share have been restated for the impact of FRS14.
annual report and financial statements 1998
3Review of
Operations
Financial summary In the year to December 1998, revenues increased 43% to £29.5 million (1997: £20.6 million). Excluding maintenance revenues, which comprised 16% of turnover (11%), revenues were divided broadly equally between software licences and services, reflecting royalblue's strategy of selling products and associated services. Repeat revenues (existing customers purchasing additional functionality, user licences and consultancy) comprised over 25% of turnover. Within the different divisions of the Group, revenues in the Call Centres business were slightly ahead at £2.8 million, and the two main businesses, Financial Trading Systems and Customer Interaction Software (CIS), grew revenues by 41% to £15.7 million and 63% to £11.0 million respectively. |
1 | 60051246_b0 | 60051246 | 79 (2,375)
604
2,375
(4)
12,260
(10,200)
(4)
2,060
10,200
(128) (194)
(322) 8,963
(5) 64
59 3,038
(133)
(130)
(263)
(4)
11,997
annual report and financial statements 1998
24 Reconciliation of net cash flow to movement in net funds Increase in cash in the period Cash outflow from increase in liquid resources Cash outflow from change in debt Translation differences Movement in net funds in year Net funds at beginning of year Net funds at end of year
35Notes to the Financial Statements
1998 £'000
604 2,375
59 (4)
3,034 8,963
11,997
1997 £'000
256 5,825
95 1
6,177 2,786
8,963
Designed and produced by McBride's+Grandfield, London +44 (0)171 401 2212
Website www.royalblue.com Certified to BS EN ISO 9001 Quality Standards
TM
Worldwide Headquarters: royalblue group plc Kings Court Church Street East Woking Surrey GU21 1HA United Kingdom Tel +44 (0) 1483 744400 Fax +44 (0) 1483 729131
London Office: royalblue technologies plc 2 Suffolk Lane London EC4R 0AT United Kingdom Tel +44 (0) 171 929 9200 Fax +44 (0) 171 248 9131
New York Office: royalblue technologies corporation 1 Exchange Plaza 55 Broadway, 17th Floor New York NY 10006-3008 Tel +1 212 269 9000 Fax +1 212 785 4327
San Francisco Office: royalblue technologies corporation 899 Northgate Drive, Suite 210 San Rafael CA 94903 Tel +1 415 444 5860 Fax +1 415 444 5870
Frankfurt Office: royalblue Deutschland GmbH Otto-Hahn Strasse 48 D-63303 Dreieich Tel +49 (0) 6103/3 79 04-0 Fax +49 (0) 6103/3 79 04-44
|
1 | 60051246_b1 | 60051246 | ating profit before exceptional costs Exceptional costs
Operating profit before taxation and interest Depreciation charges Goodwill amortisation charge Charge for share options granted at less than market price Loss on sale of tangible fixed assets (Increase) in debtors Increase in creditors
Net cash inflow from operating activities
1998 £'000
3,911
3,911 1,265
16 103
6 (2,150) 3,448
6,599
1997 £'000
2,711 (986)
1,725 866 156 2
(4,327) 4,726
3,148
23 Analysis of net funds
Net cash: Cash at bank and in hand Less: deposits treated as liquid resources
Liquid resources: Deposits included in cash
Debt: Debt falling due within one year Debt falling due after one year
Net funds
Balance at 1 January 1998
£'000
Cash inflow/ (outflow) £'000
Exchange
Balance at
differences 31 December 1998
£'000
£'000
9,285 (7,825) 1,460
7,825
2,979 (2,375)
604
2,375
(4)
12,260
(10,200)
(4)
2,060
10,200
(128) (194)
(322) 8,963
(5) 64
59 3,038
(133)
(130)
(263)
(4)
11,997
annual report and financial statements 1998
24 Reconciliation of net cash flow to movement in net funds Increase in cash in the period Cash outflow from increase in liquid resources Cash outflow from change in debt Translation differences Movement in net funds in year Net funds at beginning of year Net funds at end of year
35Notes to the Financial Statements
1998 £'000
604 2,375
59 (4)
3,034 8,963
11,997
1997 £'000
256 5,825
95 1
6,177 2,786
8,963
Designed and produced by McBride's+Grandfield, London +44 |
1 | 60051250_0 | 60051250 | Liberty International Holdings PLC Annual report 1998
Financial highlights 1 Five year record 2 Chairman's statement 4 Review of operations 9 Group financial review 22 Share price history 25 Board of Directors 26 Corporate governance 27 Directors' report 28
Consolidated profit and loss account 30 Consolidated balance sheet 31 Company balance sheet 32 Statement of total recognised gains and losses 33 Reconciliation of movements in shareholders' funds 33 Note of historical cost profits and losses 33
Consolidated cash flow statement 34 Principal accounting policies 35 Notes to the accounts 37 Directors' responsibilities statement 54 Auditors' report 54 Report on Directors' Remuneration 55 Details of major shopping centres 58 Details of major properties 59 Management structure and advisers 60
Liberty International Holdings PLC is a UK registered company listed on The London Stock Exchange and on The Luxembourg Stock Exchange.
Since its incorporation in 1980, the primary objective of the company has been to create a high calibre international life insurance, pensions, asset management and property based financial services group in the English-speaking world, through investing in high quality strategic businesses with the prospect of significant growth and capital appreciation in the medium term.
The group has total shareholders' funds, including minority interests and subordinated convertibles, exceeding £2.9 billion and total assets of approximately £5.9 billion including £2.1 billion of insurance assets attributable to unit linked policyholders. Cash balances at 31 December 1998 amounted to £476 million and are substantially earmarked for the development of the group's international financial services businesses.
Liberty International's property interests consist of a 72% interest in Capital Shopping Centres PLC ("CSC"), the UK's largest shopping centre specialist with a portfolio of eight regional
shopping centres including five of the UK's top ten centres (plus two shopping centres, Braehead and Uxbridge, under development) amounting in aggregate to £2.4 billion, and a 100% interest in Capital & Counties plc ("Capital & Counties"), which operates the group's commercial and retail properties in the UK, USA and Australia, with a portfolio amounting to £758 million.
The current financial services activities of the Liberty International group include; Liberty International Pensions Limited, which operates as a specialist pension company; Portfolio Fund Management Limited, a UK unit trust group; and Liberty International Jersey Limited, an offshore international asset management business.
Liberty International's major shareholder, with approximately a 69% interest (fully diluted), is Liberty Life Association of Africa Limited |
1 | 60051250_1 | 60051250 | and total assets of approximately £5.9 billion including £2.1 billion of insurance assets attributable to unit linked policyholders. Cash balances at 31 December 1998 amounted to £476 million and are substantially earmarked for the development of the group's international financial services businesses.
Liberty International's property interests consist of a 72% interest in Capital Shopping Centres PLC ("CSC"), the UK's largest shopping centre specialist with a portfolio of eight regional
shopping centres including five of the UK's top ten centres (plus two shopping centres, Braehead and Uxbridge, under development) amounting in aggregate to £2.4 billion, and a 100% interest in Capital & Counties plc ("Capital & Counties"), which operates the group's commercial and retail properties in the UK, USA and Australia, with a portfolio amounting to £758 million.
The current financial services activities of the Liberty International group include; Liberty International Pensions Limited, which operates as a specialist pension company; Portfolio Fund Management Limited, a UK unit trust group; and Liberty International Jersey Limited, an offshore international asset management business.
Liberty International's major shareholder, with approximately a 69% interest (fully diluted), is Liberty Life Association of Africa Limited ("Liberty Life") a major life assurance group in South Africa. In November 1998, Liberty Life announced its intention to restructure and unbundle its interest in Liberty International to its shareholders. It is anticipated Liberty Life's residual interest will reduce to around 20% during 1999.
1 Liberty International Holdings PLC
Financial highlights
Profit before taxation and exceptional items increased by 14%
Underlying earnings per share and dividends increased by 8%
Total return to shareholders for the year of 15.8%*
*Calculated on the basis of growth in net asset value plus net dividends
Five year compound total return to shareholders of 19.4%* per annum
Exceptional financial strength with capital resources of £2.95 billion including cash balances of £476 million
Profit before taxation and exceptional items Profit on ordinary activities before taxation Earnings per share before exceptional items Earnings per share Earnings per share (fully diluted) Dividends per ordinary share Share capital and reserves Total shareholders' funds including minority interests Capital resources including subordinated convertible bonds Net assets per share Net assets per share (fully diluted)
Increase 14% 8%
(12)% (9)% 8% 17% 17% 15% |
1 | 60051250_2 | 60051250 | ("Liberty Life") a major life assurance group in South Africa. In November 1998, Liberty Life announced its intention to restructure and unbundle its interest in Liberty International to its shareholders. It is anticipated Liberty Life's residual interest will reduce to around 20% during 1999.
1 Liberty International Holdings PLC
Financial highlights
Profit before taxation and exceptional items increased by 14%
Underlying earnings per share and dividends increased by 8%
Total return to shareholders for the year of 15.8%*
*Calculated on the basis of growth in net asset value plus net dividends
Five year compound total return to shareholders of 19.4%* per annum
Exceptional financial strength with capital resources of £2.95 billion including cash balances of £476 million
Profit before taxation and exceptional items Profit on ordinary activities before taxation Earnings per share before exceptional items Earnings per share Earnings per share (fully diluted) Dividends per ordinary share Share capital and reserves Total shareholders' funds including minority interests Capital resources including subordinated convertible bonds Net assets per share Net assets per share (fully diluted)
Increase 14% 8%
(12)% (9)% 8% 17% 17% 15% 14% 12%
1998 £126.5m £126.5m
24.74p 24.74p 24.91p 19.00p £2,024m £2,622m £2,946m
606p 589p
1997 £111.2m £126.3m
22.85p 28.19p 27.44p 17.60p £1,733m £2,242m £2,570m
531p 525p
2 Liberty International Holdings PLC
Five year record
Total returns %
10
24
21
16 14 13
Balance sheet Investment properties UK shopping centres Other
Investment in associated company Insurance assets attributable to
unit linked policyholders Other assets less current liabilities Total assets less current liabilities Long term debt Subordinated convertible bonds group Liabilities attributable to unit linked
policyholders
Share capital and reserves Minority interests Total shareholders' funds including
minority interests
1994 1995 1996 1997 1998
Attributable to profit on Sun Life disposal Total returns (growth in net asset value plus net dividends)
1994 £m
1995 £m
1996 £m
|
1 | 60051250_3 | 60051250 | 14% 12%
1998 £126.5m £126.5m
24.74p 24.74p 24.91p 19.00p £2,024m £2,622m £2,946m
606p 589p
1997 £111.2m £126.3m
22.85p 28.19p 27.44p 17.60p £1,733m £2,242m £2,570m
531p 525p
2 Liberty International Holdings PLC
Five year record
Total returns %
10
24
21
16 14 13
Balance sheet Investment properties UK shopping centres Other
Investment in associated company Insurance assets attributable to
unit linked policyholders Other assets less current liabilities Total assets less current liabilities Long term debt Subordinated convertible bonds group Liabilities attributable to unit linked
policyholders
Share capital and reserves Minority interests Total shareholders' funds including
minority interests
1994 1995 1996 1997 1998
Attributable to profit on Sun Life disposal Total returns (growth in net asset value plus net dividends)
1994 £m
1995 £m
1996 £m
1997 £m
1998 £m
805.0 543.1
1,348.1 413.1
1,264.1 575.1
1,839.2
1,548.1 625.3
2,173.4
1,923.9 676.3
2,600.2
2,411.6 709.2
3,120.8
183.0
1,944.2 (331.9) (243.8)
458.4
2,297.6 (568.2) (245.1)
391.9
2,565.3 (450.9) (298.9)
1,668.9 447.1
4,716.2 (477.8) (327.5)
2,104.9 486.4
5,712.1 (660.8) (324.0)
1,368.5
1,122.9 245.6
1,484.3
1,207.8 276. |
1 | 60051250_b0 | 60051250 | had properties in the course of development at 31 December 1998 at cost of £19 million.
60 Liberty International Holdings PLC
Management structure and advisers
Liberty International Holdings PLC
Donald Gordon Chairman Jim Sutcliffe Deputy Chairman David Fischel Managing Director Farrell Sher Executive Director Aidan Smith Finance Director Jeremy Bottle Company Secretary
Registered office 40 Broadway, London SW1H 0BT Telephone 0171 222 5496 Facsimile 0171 222 5554
Registered number 1503621
Registrars IRG plc Balfour House, 390/398 High Road Ilford, Essex IG1 1NQ Telephone 0181 639 2000 Facsimile 0181 478 7717
Auditors PricewaterhouseCoopers Chartered Accountants and Registered Auditors
Solicitors Linklaters & Paines
Property companies
Capital Shopping Centres PLC
Douglas Leslie Managing Director John Abel Property Director Peter Badcock Finance and Operations Director
40 Broadway, London SW1H 0BU Telephone 0171 887 4220 Facsimile 0171 887 4225
Capital & Counties plc
John Saggers Managing Director Bill Black Director
40 Broadway, London SW1H 0BU Telephone 0171 887 7000 Facsimile 0171 887 0000
Financial services operations
Liberty Pensions
Marc Hommel Managing Director
40 Broadway, London SW1H 0BT Telephone 0171 222 4290 Facsimile 0171 222 4167
Liberty Pensions Services
Kippa Alliston Managing Director
Peterborough Operation Centre P.O. Box 6500 Peterborough PE1 1PS Telephone 01733 353600 Facsimile 01733 353656
Liberty International Jersey
Ron Mitchell Chief Executive
2nd Floor, Crown House P.O. Box 185, 18 Grenville Street St. Helier, Jersey JE4 9RP Telephone 01534 625500 Facsimile 01534 625600
Portfolio Fund Management
Tim Miller Managing Director Richard Timberlake Investment Director Paul Talbot Sales Director Alan Maidment Director
64 London Wall, London EC2M 5TY Telephone 0171 638 0808 Facsimile 0171 638 0050
Liberty International Asset Management
Mark Kildea Treasurer
40 Broadway London SW1H 0BT Telephone 0171 222 2750 Facsimile 0171 222 6667
Designed and Produced by Radley Yeldar (London)
|
1 | 60051250_b1 | 60051250 | ows Shopping Center, Concord, California 235,000 sq. ft. community shopping centre anchored by large and medium sized category dominant retailers.
The Marketplace, Davis, California 112,500 sq. ft. community shopping centre anchored by a supermarket and drug store.
Analysis of Capital & Counties plc completed investment property valuations at 31 December 1998
Central London £m
Outer London £m
Other UK £m
Australia £m
US
Total
£m
£m
Retail Offices
72.1 123.5
53.2 120.5
113.5 14.6
104.3
62.5
301.3
26.0
388.9
Total
195.6
173.7
128.1
104.3
88.5
690.2
%
28.3
25.2
18.6
15.1
12.8
100.0
%
43.7 56.3
100.0
In addition Capital & Counties plc had properties in the course of development at 31 December 1998 at cost of £19 million.
60 Liberty International Holdings PLC
Management structure and advisers
Liberty International Holdings PLC
Donald Gordon Chairman Jim Sutcliffe Deputy Chairman David Fischel Managing Director Farrell Sher Executive Director Aidan Smith Finance Director Jeremy Bottle Company Secretary
Registered office 40 Broadway, London SW1H 0BT Telephone 0171 222 5496 Facsimile 0171 222 5554
Registered number 1503621
Registrars IRG plc Balfour House, 390/398 High Road Ilford, Essex IG1 1NQ Telephone 0181 639 2000 Facsimile 0181 478 7717
Auditors PricewaterhouseCoopers Chartered Accountants and Registered Auditors
Solicitors Linklaters & Paines
Property companies
Capital Shopping Centres PLC
Douglas Leslie Managing Director John Abel Property Director Peter Badcock Finance and Operations Director
40 Broadway, London SW1H 0BU Telephone 0171 887 4220 Facsimile 0171 887 4225
Capital & Counties plc
John Saggers Managing Director Bill Black Director
40 Broadway, London SW1H 0BU Telephone 0171 8 |
1 | 60051399_0 | 60051399 | SHERWOOD INTERNATIONAL PLC INFORMATION TECHNOLOGY SOLUTIONS FOR THE GLOBAL INSURANCE INDUSTRY ANNUAL REPORT + ACCOUNTS 1998
1 Corporate statement 2 Chairman's statement 4 Review of operations 8 Finance review 12 Directors, officers & advisers 13 Directors' report 18 Corporate governance 24 Directors' statement of responsibilities 25 Auditors' report 26 Consolidated profit & loss account 27 Consolidated & company balance sheets 28 Consolidated cash flow statement 29 Notes to the accounts 40 Notice of annual general meeting 1999
Turnover (£m)
42.6
30.0 27.1 26.2 24.6
Pre tax profits (£m)
1994 1995 1996 1997 1998
5.5
3.1 2.1 2.1 1.4
1994 1995 1996 1997 1998
Dividend per share (p)
6.6
5.4 4.5 3.8
2.0
1994 1995 1996 1997 1998
CORPORATE STATEMENT
Sherwood International is an information technology based solutions provider to the global insurance industr y. Our solution for Life, Pensions and General Insurance is AMARTA, which is sold worldwide. The group provides its SENATOR and SCEPTRE solutions to global reinsurance companies and to the Lloyd's market, and is also involved in the outsourcing of IT facilities and applications to the insurance and government market place.
1
Sherwood International Plc
CHAIRMAN'S STATEMENT
We have market leading products which greatly assist our customers undertake new initiatives
The past year has been one of strong progress, with both turnover and profits again achieving record levels and exceeding our original expectations for the year. We have enjoyed a successful trading period, and are continuing to build our business following the considerable investment made in people, product and partnerships in recent years.
After good progress in the first six months of the year, the second half of the year again gained momentum, and turnover for the year to 31 December 1998 increased by 42% to £42.6m (1997: £30.0m). Pre tax profits increased by 78% to £5.5m (1997: £3.1m), while earnings per share over the same period increased by 68% to 39.9p (1997: 23.8p).
Dividend The Board is proposing an increase in the final dividend of 22% to 4.4p |
1 | 60051399_1 | 60051399 | provides its SENATOR and SCEPTRE solutions to global reinsurance companies and to the Lloyd's market, and is also involved in the outsourcing of IT facilities and applications to the insurance and government market place.
1
Sherwood International Plc
CHAIRMAN'S STATEMENT
We have market leading products which greatly assist our customers undertake new initiatives
The past year has been one of strong progress, with both turnover and profits again achieving record levels and exceeding our original expectations for the year. We have enjoyed a successful trading period, and are continuing to build our business following the considerable investment made in people, product and partnerships in recent years.
After good progress in the first six months of the year, the second half of the year again gained momentum, and turnover for the year to 31 December 1998 increased by 42% to £42.6m (1997: £30.0m). Pre tax profits increased by 78% to £5.5m (1997: £3.1m), while earnings per share over the same period increased by 68% to 39.9p (1997: 23.8p).
Dividend The Board is proposing an increase in the final dividend of 22% to 4.4p (1997: 3.6p) which, if approved, would produce a total dividend for the year of 6.6p (1997: 5.4p), also an increase of 22%. The final dividend will become payable on 7 May 1999, to shareholders on the register at 16 April 1999.
Business progress The revenue and profit growth in 1998 provides justification that our strategy of investment and internationalisation of the business is the correct one.
We have enjoyed a good year; that much is evident from the results, but perhaps more importantly, we believe that the group is much better placed than at any other time to generate continued growth in revenue and profits.
We have market leading products which greatly assist our customers, principally the worldwide insurance industry, to address and resolve many of the vital business challenges that they currently face. Our products, our partnerships with the world's leading systems integration consultancies, and the expertise of our people, stand us in good stead to meet and profit from the continuing challenges that lie ahead.
North America In September 1998 we completed a series of strategic initiatives in line with our declared strategy of developing our presence in North America. We acquired 12.65% of the share capital of Allenbrook Inc., one of the leading providers of Property and |
1 | 60051399_2 | 60051399 | (1997: 3.6p) which, if approved, would produce a total dividend for the year of 6.6p (1997: 5.4p), also an increase of 22%. The final dividend will become payable on 7 May 1999, to shareholders on the register at 16 April 1999.
Business progress The revenue and profit growth in 1998 provides justification that our strategy of investment and internationalisation of the business is the correct one.
We have enjoyed a good year; that much is evident from the results, but perhaps more importantly, we believe that the group is much better placed than at any other time to generate continued growth in revenue and profits.
We have market leading products which greatly assist our customers, principally the worldwide insurance industry, to address and resolve many of the vital business challenges that they currently face. Our products, our partnerships with the world's leading systems integration consultancies, and the expertise of our people, stand us in good stead to meet and profit from the continuing challenges that lie ahead.
North America In September 1998 we completed a series of strategic initiatives in line with our declared strategy of developing our presence in North America. We acquired 12.65% of the share capital of Allenbrook Inc., one of the leading providers of Property and Casualty software systems in the United States, and at the same time set up a joint venture with Allenbrook which we believe will enable our SENATOR reinsurance solution to achieve global reach. The investment in Allenbrook was funded by the issue, to Allenbrook's parent, AMS Services Inc., of 654,223 new ordinary shares in Sherwood International, representing 7.5% of the then issued share capital. AMS retain the right to increase this stake to 9.9% in certain circumstances.
AMS Services Inc., in turn, is jointly owned by a number of leading North American insurance companies, including CNA, one of the top ten insurance groups in North America. CNA is also a major customer of Sherwood's AMARTA product. We believe that these corporate transactions
Sherwood International Plc
2
CHAIRMAN'S STATEMENT
are strategically well based and provide a platform for the further significant development of the group's business in North America.
In my statement last year I noted that North America would continue to be the main focus of our investment and sales activities in the coming year, and this very much remains our objective in the current year too. In 1996 approximately 2% of revenues were derived |
1 | 60051399_3 | 60051399 | Casualty software systems in the United States, and at the same time set up a joint venture with Allenbrook which we believe will enable our SENATOR reinsurance solution to achieve global reach. The investment in Allenbrook was funded by the issue, to Allenbrook's parent, AMS Services Inc., of 654,223 new ordinary shares in Sherwood International, representing 7.5% of the then issued share capital. AMS retain the right to increase this stake to 9.9% in certain circumstances.
AMS Services Inc., in turn, is jointly owned by a number of leading North American insurance companies, including CNA, one of the top ten insurance groups in North America. CNA is also a major customer of Sherwood's AMARTA product. We believe that these corporate transactions
Sherwood International Plc
2
CHAIRMAN'S STATEMENT
are strategically well based and provide a platform for the further significant development of the group's business in North America.
In my statement last year I noted that North America would continue to be the main focus of our investment and sales activities in the coming year, and this very much remains our objective in the current year too. In 1996 approximately 2% of revenues were derived from North America. In 1997 this figure rose to 12%, and in 1998 rose again to 24% of the total. Given the momentum we have built up in North America, the strategic alliances, and the continued investment in people, partnerships and product, I expect the contribution to rise further in the current year.
People As covered in detail in the Chief Executive's Operating Review, we have made a number of key management appointments during the year which will enable us to better manage the group's growth and development. These appointments, plus the establishment of the Sherwood Employee Share Plan, approved by shareholders at the AGM in 1998, have helped us to achieve considerable stability in attracting and retaining people of the highest calibre. Total staff numbers increased 29% last year, in line with our budgets, while turnover has shown a marked decline. In order to continually motivate our people and remain competitive in the international market we will be seeking approval for changes to the Save As You Earn and Millennium share option schemes and to introduce a deferred bonus scheme for key employees and Directors.
I would like to place on record my sincere thanks to all of our people without whose help the growth and development of your group would not be possible.
Share split As more fully explained in the Finance Review and |
1 | 60051399_b0 | 60051399 | personal representatives on death; this happens by transmission of transfer.
(h) Lapse If a participant at any time after acquiring Invested Shares and before receiving his Matched Shares ceases employment due to death, injury, illness or disability, he (or, in the event of his death, his personal representatives) will be entitled to receive a full entitlement of Matched Shares. Subject to this, a participant's right to Matched Shares will for any other reason lapse automatically if: (i) he ceases employment within the Group; or (ii) notice is given by the participant or his employer to terminate his employment before the period of three years (in respect of the First Acquisition) and two years (in respect of any subsequent acquisitions of Invested Shares) has elapsed from the date of his purchasing the relevant Invested Shares.
(i) Takeovers and Reconstructions In the event of a takeover of the Company, the rules of the Bonus Scheme provide that the acquiring company may offer participants a chance to exchange their Invested Shares for shares in the acquiring company. With the acquiring company's consent the Bonus Scheme may continue such that after three years from the original date that Invested Shares were purchased (in the case of the First Acquisition) and two years in the case of subsequent acquisitions, participants are awarded Matched Shares in the acquiring company. If the acquiring company chooses not to make this offer to participants, Matched Shares will be transferred to participants as if the requisite two or three years (as the case may be) had elapsed.
(j) Variation of Capital In the event of a capitalisation or rights issue, a sub-division or a consolidation or reduction of share capital, the number of Matched Shares will be adjusted proportionately with any adjustment to a participant's Invested Shares.
(k) Alterations The provisions of the Bonus Scheme relating to eligibility, individual and scheme limits, the basis of matching and the terms of ordinary shares to be provided under the Bonus Scheme and adjustments on any variation of share capital cannot be amended to the advantage of participants without the prior approval of shareholders in general meeting (except for minor amendments to benefit the administration of the Bonus Scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for any Group companies or any participant).
44
designed & produced by T H E D E S I G N P O R T F O L I O www.design-portfolio.co.uk
|
1 | 60051399_b1 | 60051399 | to the participant. Under the rules of the Bonus Scheme the trustees of the Trust may purchase shares in the market or have them allotted to it by the Company. If shares are allotted to the Trust, it will be at a price agreed with the Company, being not less than par value. Shares which are issued will rank pari passu with all other shares of the same class in issue except that they shall not rank for any rights arising by reference to a record date before the date of allotment. The Company will use its reasonable endeavours to procure that all new shares issued under the Bonus Scheme are admitted to listing on the London Stock Exchange.
(e) Rights of Participants The participants will not be entitled to any dividends arising on the Matched Shares until the shares are transferred to them. All benefits received under the Bonus Scheme will be non-pensionable.
(f) Scheme Limits No more than three percent of the ordinary share capital of the Company in any three year period may be allotted under the Bonus Scheme (whether as Invested Shares or Matched Shares).
(g) Non-transferability A participant will forfeit his right to receive Matched Shares if he transfers or otherwise disposes of his interest in his Invested Shares other than to his personal representatives on death; this happens by transmission of transfer.
(h) Lapse If a participant at any time after acquiring Invested Shares and before receiving his Matched Shares ceases employment due to death, injury, illness or disability, he (or, in the event of his death, his personal representatives) will be entitled to receive a full entitlement of Matched Shares. Subject to this, a participant's right to Matched Shares will for any other reason lapse automatically if: (i) he ceases employment within the Group; or (ii) notice is given by the participant or his employer to terminate his employment before the period of three years (in respect of the First Acquisition) and two years (in respect of any subsequent acquisitions of Invested Shares) has elapsed from the date of his purchasing the relevant Invested Shares.
(i) Takeovers and Reconstructions In the event of a takeover of the Company, the rules of the Bonus Scheme provide that the acquiring company may offer participants a chance to exchange their Invested Shares for shares in the acquiring company. With the acquiring company's consent the Bonus Scheme may continue such that after three years from the original date that Invested Shares were purchased (in the case of the First Acquisition) and two years in |
1 | 60051658_0 | 60051658 | The Rank Group Plc
6 Connaught Place London W2 2EZ
Our brands
Deluxe Color by Deluxe Deluxe Laboratories Deluxe Video Services Pinewood Studios
Head Office 11150 Santa Monica Blvd Suite 700 Los Angeles CA 90025 USA
Tel: 001 310 477 3234 Fax: 001 310 996 1100 www.deluxe-ent.com
Hard Rock Hard Rock Cafe Hard Rock Records Hard Rock Live! Hard Rock Hotel Hard Rock Beer
Hard Rock Cafe International
6100 Old Park Lane Orlando Florida 32835 USA
Tel: 001 407 445 7625 Fax: 001 407 445 9709 www.hardrock.com
Holidays Butlins Family
Entertainment Resorts Haven UK Haven Europe Warner Oasis Forest Holiday
Villages Leisure Services Agency Resorts USA
1999 Financial calendar
Brochures can be obtained by calling the following brochure lines: Butlins Family Entertainment Resorts Tel: 0870 242 1000 Haven UK Tel: 0870 242 4444 Haven Europe Tel: 0870 242 6666 Warner Tel: 0870 601 6011 Oasis Forest Holiday Villages Tel: 0870 508 6086
Leisure Mecca Bingo Grosvenor Casinos Odeon Cinemas Nightscene
(Rank Entertainment) Jumpin' Jaks Tom Cobleigh Rank Leisure Machine Services
Stafferton Way Maidenhead Berks SL6 1AY Tel: 01628 504000 Fax: 01628 504369
Universal Studios Escape Universal Studios Florida Islands of Adventure CityWalk
Tel: 001 407 363 8000 Fax: 001 407 363 8090
www.usf.com www.universalstudios escape.com
www.butlins.co.uk www.havenholidays.co.uk www.oasishols.co.uk
Odeon Filmline Tel: 0870 5050007
www.odeon.co.uk www.grosvenor-casinos.co.uk www.uk-club-network.co.uk www.mecca-bingo.co.uk
1 February
Dividend payment on Convertible Preference shares
21 April
Annual General Meeting
30 April
Final Dividend payment on Ordinary shares
2 August
Dividend payment on Convertible Preference shares
5 August
Interim results announcement
8 October
Interim Divid |
1 | 60051658_1 | 60051658 | Casinos Odeon Cinemas Nightscene
(Rank Entertainment) Jumpin' Jaks Tom Cobleigh Rank Leisure Machine Services
Stafferton Way Maidenhead Berks SL6 1AY Tel: 01628 504000 Fax: 01628 504369
Universal Studios Escape Universal Studios Florida Islands of Adventure CityWalk
Tel: 001 407 363 8000 Fax: 001 407 363 8090
www.usf.com www.universalstudios escape.com
www.butlins.co.uk www.havenholidays.co.uk www.oasishols.co.uk
Odeon Filmline Tel: 0870 5050007
www.odeon.co.uk www.grosvenor-casinos.co.uk www.uk-club-network.co.uk www.mecca-bingo.co.uk
1 February
Dividend payment on Convertible Preference shares
21 April
Annual General Meeting
30 April
Final Dividend payment on Ordinary shares
2 August
Dividend payment on Convertible Preference shares
5 August
Interim results announcement
8 October
Interim Dividend payment on Ordinary shares
Report 98 Directors' Report and Accounts 1998 The Rank Group Plc
This document contains the Directors' Report, the Remuneration Report, the Accounts and the Report of the Auditors for the year ended 31 December 1998.
The Chairman's Statement and the Acting Chief Executive's and Finance Director's Reviews are contained in a separate document Review 98 ("the Review").
Contents
1 Directors' Report 3 Remuneration Report 7 Corporate Governance 9 Operating and Financial Review 17 Directors' Responsibilities
in relation to Accounts 17 Report of the Auditors 18 Group Profit and Loss Account
19 Balance Sheets
20 Group Cash Flow Statement
21 Group Recognised Gains and Losses
21 Movements in Shareholders' Funds
22 Accounting Policies
24 Notes to the Accounts 41 Principal Subsidiary Undertakings 42 Principal Associated Undertakings 44 Five Year Review
Directors' Report
The Directors submit their Report and Statement of Accounts for the year ended 31 December 1998.
Principal Activities and Business Review
Rank is one of the UK's leading leisure and entertainment companies and an international provider of services to the film industry. Its leisure and entertainment activities include Hard Rock Cafes and |
1 | 60051658_2 | 60051658 | end payment on Ordinary shares
Report 98 Directors' Report and Accounts 1998 The Rank Group Plc
This document contains the Directors' Report, the Remuneration Report, the Accounts and the Report of the Auditors for the year ended 31 December 1998.
The Chairman's Statement and the Acting Chief Executive's and Finance Director's Reviews are contained in a separate document Review 98 ("the Review").
Contents
1 Directors' Report 3 Remuneration Report 7 Corporate Governance 9 Operating and Financial Review 17 Directors' Responsibilities
in relation to Accounts 17 Report of the Auditors 18 Group Profit and Loss Account
19 Balance Sheets
20 Group Cash Flow Statement
21 Group Recognised Gains and Losses
21 Movements in Shareholders' Funds
22 Accounting Policies
24 Notes to the Accounts 41 Principal Subsidiary Undertakings 42 Principal Associated Undertakings 44 Five Year Review
Directors' Report
The Directors submit their Report and Statement of Accounts for the year ended 31 December 1998.
Principal Activities and Business Review
Rank is one of the UK's leading leisure and entertainment companies and an international provider of services to the film industry. Its leisure and entertainment activities include Hard Rock Cafes and global rights to the Hard Rock brand, gaming, cinemas, nightclubs, themed bars, pub restaurants and multi-leisure centres, and holiday resorts. Rank also owns film processing and video duplication and distribution facilities and has a 50% investment in Universal Studios Escape, a major theme park and development at Orlando, Florida. Rank operates primarily in the United Kingdom and North America, although it also has activities in continental Europe and other parts of the world.
In March 1998, Rank acquired Parkdean Holidays, a UK holiday park operator, for £38m. Also in March 1998, Rank disposed of freehold property for £161m to a joint venture with The British Land Company PLC. The Group is also actively pursuing the sale of the Resorts USA business, and a substantial provision has been made to reduce the book value of its assets.
An analysis of turnover, profit, operating assets and net cash flow by business activity is given on pages 24 and 25. The Group's continuing activities and businesses are reported on in the Review.
Result and Dividends
Loss before tax for the year was £51m (1997 profit £260m). Loss for the year after tax and minority interests was £109m (1997 profit £193 |
1 | 60051658_3 | 60051658 | global rights to the Hard Rock brand, gaming, cinemas, nightclubs, themed bars, pub restaurants and multi-leisure centres, and holiday resorts. Rank also owns film processing and video duplication and distribution facilities and has a 50% investment in Universal Studios Escape, a major theme park and development at Orlando, Florida. Rank operates primarily in the United Kingdom and North America, although it also has activities in continental Europe and other parts of the world.
In March 1998, Rank acquired Parkdean Holidays, a UK holiday park operator, for £38m. Also in March 1998, Rank disposed of freehold property for £161m to a joint venture with The British Land Company PLC. The Group is also actively pursuing the sale of the Resorts USA business, and a substantial provision has been made to reduce the book value of its assets.
An analysis of turnover, profit, operating assets and net cash flow by business activity is given on pages 24 and 25. The Group's continuing activities and businesses are reported on in the Review.
Result and Dividends
Loss before tax for the year was £51m (1997 profit £260m). Loss for the year after tax and minority interests was £109m (1997 profit £193m).
The Directors recommend a final dividend of 12.75p per Ordinary share which, together with the interim dividend of 5.75p already declared, makes a total for the year of 18.50p per Ordinary share (1997 18.00p). Subject to approval at the Annual General Meeting, the final dividend will be paid on 30 April 1999 to those shareholders whose names are on the register on 6 April 1999.
Fixed Assets
The Directors have considered the total net book value of land and buildings and are of the opinion that it is not significantly different from market value at 31 December 1998.
Share Capital
Details of the new Ordinary shares issued pursuant to the exercise of options under Rank's share option schemes are set out in note 23 on pages 35 and 36. Note 23 also contains details of the Ordinary shares issued pursuant to the conversion of the Company's Convertible Preference shares and scrip dividend elections made during the year.
A resolution will be proposed at the Annual General Meeting to authorise the Directors to allot and grant rights over the unissued share capital and to authorise the Directors to allot and grant rights over Ordinary shares for cash up to a maximum nominal amount of £3,867,941 representing 5 |
1 | 60051658_b0 | 60051658 | 278 12
290 (177) (62)
14 49 (49)
65 (96)
(3) (21)
(55)
(6.6)p
24.1p
17.00p
248 8
256
236 10 187 (1) (44)
644 (124)
(3) (21)
496
59.7p
31.4p
15.75p
240 (1)
239 3 10
210 (62)
(74)
326 (113)
(5) (21)
187
22.6p
27.2p
13.25p
Year ended 31 December
Group funds employed Fixed assets Investments Other assets (net) Total funds employed at year end Financed by Ordinary share capital and reserves Preference share capital including premium Minority interests
Net debt
Average number of employees (000's)
1998 £m
1,872 385 128
2,385
1,098 218 12
1,328 1,057 2,385
45.6
1997 £m
1,863 252 442
2,557
1,302 216 27
1,545 1,012 2,557 43.7
1996
1995
1994
Proforma
Proforma
£m
£m
£m
1,574 1,124
54
2,752
1,518 622 127
2,267
1,396 779 47
2,222
1,582 214 26
1,822 930
2,752
43.5
1,604 212 25
1,841 426
2,267
39.1
1,206 209 48
1,463 759
2,222
39.7
The proforma results for the years 1994 to 1995 are those of The Rank Organisation Plc and its subsidiaries. These results have been restated to reflect the changes in accounting policies relating to casinos' turnover and fixed asset revaluations. In addition, operating profit has been restated to identify exceptional items separately.
44 The Rank Group Plc Directors' Report and Accounts 1998
Designed and produced by Bamber Forsyth Limited. Printed by Westerham Press.
|
1 | 60051658_b1 | 60051658 | from Rank Xerox Interest (net) (Loss) profit before tax Tax Minority interests Preference dividends and appropriations (Loss) earnings (Loss) earnings per Ordinary share Earnings per Ordinary share before exceptional items Total Dividend per Ordinary share
1998 £m
1997 £m
1996
1995
1994
Proforma
Proforma
£m
£m
£m
2,057
2,057
2,009 3
2,012
1,838 246
2,084
1,640 279
1,919
1,532 303
1,835
280
280 (98) (208) 22
1 (48)
(51) (55)
(3) (21)
(130)
(17.0)p
23.0p
18.50p
310
310
(43) 20 20 (47)
260 (64) (3) (20)
173
21.2p
26.5p
18.00p
278 12
290 (177) (62)
14 49 (49)
65 (96)
(3) (21)
(55)
(6.6)p
24.1p
17.00p
248 8
256
236 10 187 (1) (44)
644 (124)
(3) (21)
496
59.7p
31.4p
15.75p
240 (1)
239 3 10
210 (62)
(74)
326 (113)
(5) (21)
187
22.6p
27.2p
13.25p
Year ended 31 December
Group funds employed Fixed assets Investments Other assets (net) Total funds employed at year end Financed by Ordinary share capital and reserves Preference share capital including premium Minority interests
Net debt
Average number of employees (000's)
1998 £m
1,872 385 128
2,385
1,098 218 12
1,328 1,057 2,385
45.6
1997 £m
1,863 252 442
|
1 | 60051807_0 | 60051807 | KBC Advanced Technologies plc
Annual report and accounts 1998
Contents
1 KBC Corporate highlights
2 KBC: 1998 at a glance 3 Chairman's statement 5 Chief Operating Officer's statement 7 Finance Director's review 8 Directors and advisers 10 Combined Code 12 Remuneration report 14 Directors' report 16 Directors' responsibilities
in respect of the accounts 17 Auditors' report 18 Group profit and loss account
Group statement of total recognised gains and losses 19 Group balance sheet 20 Company balance sheet 21 Group statement of cash flows 22 Notes to the accounts 34 Notice of Annual General Meeting 36 Five year summary 37 Principal offices
KBC is a leading independent process engineering group which provides consultancy and support services to owners and operators of oil refineries. Through its Profit Improvement Program (PIP) KBC analyses refinery operations and recommends changes that deliver material and measurable improvements in profitability. KBC also assists its clients both to implement its recommendations and to realise and monitor the resulting improvements in profits on a continuing basis. In carrying out this work its consultants make extensive use of the process simulation software tools which KBC has developed. KBC is an international group whose principal offices are located in the UK, USA, Canada, Singapore and the Netherlands.
Mission statement
To be the first choice independent source of consultancy and services dedicated to improving the competitive position of our clients in the oil industry worldwide. We create and foster a challenging and stimulating environment in which our employees can achieve their full potential through developing and sustaining successful business relationships with our clients.
1998
· Revenue growth despite difficult market background · Global organisation for improved resource management · Continuing Services lengthening client engagements · Software alliance with Hyprotech · Well positioned to respond to market opportunities available
1
1998 at a glance
Turnover (£000) Operating profit (£000) Profit before tax (£000) Earnings per share (pence)
Turnover
£000
Operating profit
£000
1997
33,106 7,702 8,198 11.31
1998
39,006 7,718 8,353 13.13
% change
18% 2% 16%
Profit before tax
£000
Earnings per share
pence
9.05 11.31 13.13
9 2,737 6,129 8,198 8,353
6,047 7,702 7,718
9,929 17,626 27,348 33, |
1 | 60051807_1 | 60051807 | first choice independent source of consultancy and services dedicated to improving the competitive position of our clients in the oil industry worldwide. We create and foster a challenging and stimulating environment in which our employees can achieve their full potential through developing and sustaining successful business relationships with our clients.
1998
· Revenue growth despite difficult market background · Global organisation for improved resource management · Continuing Services lengthening client engagements · Software alliance with Hyprotech · Well positioned to respond to market opportunities available
1
1998 at a glance
Turnover (£000) Operating profit (£000) Profit before tax (£000) Earnings per share (pence)
Turnover
£000
Operating profit
£000
1997
33,106 7,702 8,198 11.31
1998
39,006 7,718 8,353 13.13
% change
18% 2% 16%
Profit before tax
£000
Earnings per share
pence
9.05 11.31 13.13
9 2,737 6,129 8,198 8,353
6,047 7,702 7,718
9,929 17,626 27,348 33,106 39,006
0.06 3.90
15 2,722
94 95 96 97 98
94 95 96 97 98
94 95 96 97 98
94 95 96 97 98
Principal offices
2
Chairman's statement
Against a difficult market background, particularly in the US, we are able to report another year of strong revenue growth in 1998. This demonstrates the continued demand from our oil industry clients for KBC's high value-added consultancy services. However, the slower than expected growth in revenues led to an under-utilisation of consultants in the second and third quarters and to operating profit remaining unchanged from the previous year.
In response to the changing market dynamics, we took steps to increase the utilisation of consultants by managing our resources on a global basis. In addition, we have demonstrated continued success in extending the length of our client engagements. We have also begun to reposition our software business, and leverage our strengths through partners with complementary skills and critical mass in software development and sales. These changes will ensure that the Group is able to use its resource base more efficiently to respond to the demand for its profit improvement consulting.
Notwithstanding the adverse market background, the |
1 | 60051807_2 | 60051807 | 106 39,006
0.06 3.90
15 2,722
94 95 96 97 98
94 95 96 97 98
94 95 96 97 98
94 95 96 97 98
Principal offices
2
Chairman's statement
Against a difficult market background, particularly in the US, we are able to report another year of strong revenue growth in 1998. This demonstrates the continued demand from our oil industry clients for KBC's high value-added consultancy services. However, the slower than expected growth in revenues led to an under-utilisation of consultants in the second and third quarters and to operating profit remaining unchanged from the previous year.
In response to the changing market dynamics, we took steps to increase the utilisation of consultants by managing our resources on a global basis. In addition, we have demonstrated continued success in extending the length of our client engagements. We have also begun to reposition our software business, and leverage our strengths through partners with complementary skills and critical mass in software development and sales. These changes will ensure that the Group is able to use its resource base more efficiently to respond to the demand for its profit improvement consulting.
Notwithstanding the adverse market background, the Group continues to generate strong cash flow and the Board is recommending a final dividend of 2.6p per share, giving a full year dividend of 3.9p. The final dividend will be payable on 6 April 1999 to those shareholders on the register at 19 March 1999.
Industry background The global oil industry remains in a state of flux following the unprecedented coincidence of sustained low oil prices and significant consolidation amongst both independent refiners and the oil majors. Consolidation started in the US and has migrated to Europe. It remains driven by the impact of reduced cash flows from upstream operations as a result of sustained low oil prices, surplus refining capacity and low refining margins.
Overall, we continue to believe that this environment will prove to be generally favourable to KBC in the medium to long term. In times of scarce cash flow and reduced profitability, the refining industry will remain receptive to KBC's unique consulting solutions which provide material profit improvement opportunities with rapid payback and without the need for capital investment.
As refining is a mature commodity business, refining margins are likely to continue to be low despite modest
growth in petroleum demand and the significant consolidation that is now in progress. With significant exit costs, most refineries will remain in production and will continue to strive for higher |
1 | 60051807_3 | 60051807 | Group continues to generate strong cash flow and the Board is recommending a final dividend of 2.6p per share, giving a full year dividend of 3.9p. The final dividend will be payable on 6 April 1999 to those shareholders on the register at 19 March 1999.
Industry background The global oil industry remains in a state of flux following the unprecedented coincidence of sustained low oil prices and significant consolidation amongst both independent refiners and the oil majors. Consolidation started in the US and has migrated to Europe. It remains driven by the impact of reduced cash flows from upstream operations as a result of sustained low oil prices, surplus refining capacity and low refining margins.
Overall, we continue to believe that this environment will prove to be generally favourable to KBC in the medium to long term. In times of scarce cash flow and reduced profitability, the refining industry will remain receptive to KBC's unique consulting solutions which provide material profit improvement opportunities with rapid payback and without the need for capital investment.
As refining is a mature commodity business, refining margins are likely to continue to be low despite modest
growth in petroleum demand and the significant consolidation that is now in progress. With significant exit costs, most refineries will remain in production and will continue to strive for higher volumes and better product yields. In the longer term we believe that continued margin pressures may lead refiners to outsource some of the high value added technical services now provided in-house. This would provide further opportunities for KBC to expand the range of services that it provides to its oil industry clients.
Consultancy Profit improvement consultancy to the oil refining industry remains the focus of KBC. While the initial one year Profit Improvement Program (PIP) forms the core of KBC's offering, Continuing Services remains the fastest growing segment of our business. Continuing Services involves KBC in the implementation of profit improvement opportunities identified in the PIP, together with other services in areas such as Reliability and Maintenance, or Planning and Scheduling. These services provide the scope for KBC to develop a long-term relationship with the client and, through this, to develop further high-quality revenue growth opportunities.
Software products Proprietary software has always been an integral part of KBC's consultancy business. Given the increasing demands of developing and marketing software products, the Board instituted a review of the software business during 1998. This review highlighted that KBC's core strength lies in its proprietary high resolution models of both individual process units and the complex interactions between them, rather than the |
1 | 60051807_b0 | 60051807 | pre-emptive basis in relation to the outstanding share options and otherwise for new Ordinary Shares up to an aggregate nominal amount of £59,400 which represents a number of shares approximately equal to 5% of the Company's issued share capital at the date of this report. If given, the power contained in the Special Resolution will lapse on 30 June 2000 or, if earlier, at the conclusion of the Annual General Meeting to be held in 2000.
35
Five year summary
Turnover (£000) Operating profit (£000) Profit before taxation (£000) Earnings per share (pence) Dividend per share (pence) Equity shareholders' funds (£000) Net assets per Ordinary Share (pence) Average number of employees
1998 39,006
7,718 8,353 13.13
3.9 16,985 35.76
242
1997 33,106
7,702 8,198 11.31
2.6 12,728 27.33
212
1996 27,348
6,047 6,129 9.05
4.2 4,907 11.64
186
1995 17,626
2,722 2,737 3.90
0.6 2,996 7.77
136
1994 9,929
15 9 0.06 1,627 4.40 110
36
Principal offices
KBC Process Technology Ltd KBC House Churchfield Road Weybridge Surrey KT13 8DB UK
KBC Process Technology Ltd Netherlands Branch Kloosterplein 21 4811 GP Breda Netherlands
KBC Advanced Technology Pte Ltd 435 Orchard Road # 11-04 Wisma Atria Singapore 238877
KBC Advanced Technologies Canada Ltd Suite 700 Bow Valley Square IV 250-6th Avenue SW Calgary AB T2P 3H7 Canada
KBC Advanced Technologies Inc One Lakeway Center 3900 North Causeway Boulevard Suite 1300 Metairie Louisiana 70002 USA
KBC Advanced Technologies Inc Two Westlake Park Building 580 Westlake Park Boulevard Suite 1150 Houston Texas 77079 USA
KBC Advanced Technologies Inc 400 Interpace Parkway Morris Corporate Center III Building D Parsippany New Jersey 07054 USA
KBC Advanced Technologies Inc 325 Rolling Oaks Drive Suite 130 Thousand Oaks CA 91361 USA
Designed and produced by C&FD
Printed in England by Fernedge
37
|
1 | 60051807_b1 | 60051807 | lapse on 30 June 2000 or, if earlier, at the conclusion of the Annual General Meeting of the Company in 2000. The granting of this authority will ensure that the Board is able to maintain a degree of flexibility for the issue of shares without the need to obtain shareholders' consent on each occasion. The Directors have no present intention to exercise this authority except in connection with the Company's employee share option schemes.
Resolution 10 If new Ordinary Shares are to be allotted for cash, Section 89(1) of the Companies Act 1985 requires the new shares to be offered first to the existing holders of Ordinary Shares on a proportionate basis.
Resolution 10, which will be proposed as a special resolution, is in accordance with normal practice and, if passed, will give the Directors the power to allot Ordinary Shares for cash without first offering those shares to existing shareholders. This authority will allow the Directors to implement rights issues, open offers or other similar such issues of shares without complying fully with the pre-emption requirement of the Companies Act 1985 which can prove unduly burdensome in certain circumstances (for example, in the case of shareholders resident in certain overseas countries). Power is also being sought to enable the Directors to issue Ordinary Shares for cash otherwise than on a pre-emptive basis in relation to the outstanding share options and otherwise for new Ordinary Shares up to an aggregate nominal amount of £59,400 which represents a number of shares approximately equal to 5% of the Company's issued share capital at the date of this report. If given, the power contained in the Special Resolution will lapse on 30 June 2000 or, if earlier, at the conclusion of the Annual General Meeting to be held in 2000.
35
Five year summary
Turnover (£000) Operating profit (£000) Profit before taxation (£000) Earnings per share (pence) Dividend per share (pence) Equity shareholders' funds (£000) Net assets per Ordinary Share (pence) Average number of employees
1998 39,006
7,718 8,353 13.13
3.9 16,985 35.76
242
1997 33,106
7,702 8,198 11.31
2.6 12,728 27.33
212
1996 27,348
6,047 6,129 9.05
4.2 4,907 11.64
186
1995 17,626
2,722 2,737 3. |
1 | 60051852_0 | 60051852 | REPORT & FINANCIAL STATEMENTS 1998
Contents
1 Highlights 2 Chairman's Statement 4 Business Review 13 Directors' Report 15 Corporate Governance 17 Remuneration Committee Report 20 Auditors' Report 21 Financial Statements
Contents
1 Highlights 2 Chairman's Statement 4 Business Review 13 Directors' Report 15 Corporate Governance 17 Remuneration Committee Report 20 Auditors' Report 21 Financial Statements
1998 Highlights
· Pre-tax profit
Profit before tax
2,800
increased
(£'000)
2,200
1,600
17.5% to £2.63m
1,000
1,639
2,245
2,635
400 -200
-1,745
-1,833
-800
-1,400
-2,000
1994
1995
1996
1997
1998
· Earnings per ordinary share up
Earnings per share (pence)
10 8 6 4
8.1
7.9
8.8
11.4% to 8.8p
2 0
-15.6
-2
-15.9
-4
-6
-8
-10
-12
-14
-16
1994
1995
1996
1997
1998
· Total Dividend
Total dividend per
2.0
per ordinary share share (pence)
1.8 1.6
1.6
doubled for
1.4 1.2
1.0
second successive
0.8
0.8
year
0.6
0.4
0.4
0.2
0.0
0.0
1994
0.0 1995
1996
1997
1998
· Net assets increased 26% to over £38.7m
Net assets (£'000)
40,000 36,000 32,000 28,000 24,000 20,000 16,000 12,000
15,533 1994
12,706 1995
23,210 1996
|
1 | 60051852_1 | 60051852 |
2 0
-15.6
-2
-15.9
-4
-6
-8
-10
-12
-14
-16
1994
1995
1996
1997
1998
· Total Dividend
Total dividend per
2.0
per ordinary share share (pence)
1.8 1.6
1.6
doubled for
1.4 1.2
1.0
second successive
0.8
0.8
year
0.6
0.4
0.4
0.2
0.0
0.0
1994
0.0 1995
1996
1997
1998
· Net assets increased 26% to over £38.7m
Net assets (£'000)
40,000 36,000 32,000 28,000 24,000 20,000 16,000 12,000
15,533 1994
12,706 1995
23,210 1996
30,750 1997
38,723 1998
· Net assets per ordinary share increased 14.6% to 125p
Net assets per share
130
(pence)
120
110
100
90
80
125 109 90
70
66
60
50 1994
54 1995
1996
1997
1998
Figures for years prior to 1996 have been restated to reflect shares in issue following the capital reorganisation and rights issue in May 1996
1
Chairman's Statement
I am delighted to be able to report a year of continuing and significant growth in net assets and profit. Despite the general economic uncertainty of the second half of 1998 the level of activity remained high with a number of important lettings, sales and acquisitions which enabled Estates & General to meet its targets for 1998 and has placed the Company in a strong and confident position to face 1999. Especially pleasing is the improved contribution to profits made from the underlying rental surplus.
Results The pre-tax profit for the year ending 31 December 1998 increased by 17.5% to £2.63 million with earnings per share at 8.8p. The |
1 | 60051852_2 | 60051852 |
30,750 1997
38,723 1998
· Net assets per ordinary share increased 14.6% to 125p
Net assets per share
130
(pence)
120
110
100
90
80
125 109 90
70
66
60
50 1994
54 1995
1996
1997
1998
Figures for years prior to 1996 have been restated to reflect shares in issue following the capital reorganisation and rights issue in May 1996
1
Chairman's Statement
I am delighted to be able to report a year of continuing and significant growth in net assets and profit. Despite the general economic uncertainty of the second half of 1998 the level of activity remained high with a number of important lettings, sales and acquisitions which enabled Estates & General to meet its targets for 1998 and has placed the Company in a strong and confident position to face 1999. Especially pleasing is the improved contribution to profits made from the underlying rental surplus.
Results The pre-tax profit for the year ending 31 December 1998 increased by 17.5% to £2.63 million with earnings per share at 8.8p. The underlying income surplus, which is assessed as the net rental income after deduction of all administration costs and net interest charges, contributed £1.5 million. Further profit came from active trading and the sale of an investment property at a surplus to book value. Net asset value per share rose 16p to 125p a satisfactory increase given that property values generally flattened off in the latter part of the year. Trading stock, which amounts to £27.1 million of property, is held in the books at the lower of cost or net realisable value.
Dividend Your Board is encouraged by a successful year and the sound prospects for 1999 and is therefore recommending a final dividend of 1.1p making a total of 1.6p for the year. If approved, this will be the second year in succession that dividends have been doubled over that paid in the preceding year.
Acquisitions and Sales It is part of the Group's strategy to invest in areas where it has expertise and where good market performance can be expected. It is for this reason that the acquisition took place in July 1998 of seven investment properties for £23.9 million. This increased the portfolio's already significant weighting towards south-east England and M25 offices and added some £2.07 |
1 | 60051852_3 | 60051852 | underlying income surplus, which is assessed as the net rental income after deduction of all administration costs and net interest charges, contributed £1.5 million. Further profit came from active trading and the sale of an investment property at a surplus to book value. Net asset value per share rose 16p to 125p a satisfactory increase given that property values generally flattened off in the latter part of the year. Trading stock, which amounts to £27.1 million of property, is held in the books at the lower of cost or net realisable value.
Dividend Your Board is encouraged by a successful year and the sound prospects for 1999 and is therefore recommending a final dividend of 1.1p making a total of 1.6p for the year. If approved, this will be the second year in succession that dividends have been doubled over that paid in the preceding year.
Acquisitions and Sales It is part of the Group's strategy to invest in areas where it has expertise and where good market performance can be expected. It is for this reason that the acquisition took place in July 1998 of seven investment properties for £23.9 million. This increased the portfolio's already significant weighting towards south-east England and M25 offices and added some £2.07 million to the annual rent roll. As part of the
transaction, the vendor accepted 2.8 million ordinary shares which our brokers, Sutherlands, placed in the market. Simultaneously the Group also agreed to purchase two trading properties for £9.9 million. One of these, an office building in Telford, was immediately re-sold at a profit. In addition, an investment property at Southampton was sold for a significant profit and agreement reached for the future sale of an office building in Uxbridge.
Property Portfolio The strategic positioning of the portfolio and its active management through the year have added both to our income stream and capital value. With the new acquisition referred to earlier the total property holdings of the Group amount to £118.6 million producing £10.27 million per annum of gross contracted rental income. Occupancy levels remain high with void space now amounting to a little over 1% of the rent roll. Capital value was added to the properties at Southampton and Uxbridge through successful lettings. At Southampton, Lloyds Bank, an existing tenant of one floor of the building, took the remaining empty floor; whilst at Uxbridge the existing tenant paid £1.5 million to surrender its lease with 31 |
1 | 60051852_b0 | 60051852 | Deferred taxation
26,28
Depreciation
26,27,29,30
Derivatives and other Financial Instruments 3,34,35,36
Directors' remuneration
15,17,27
Directors' report
13
Directors' responsibilities
16
Directors' shareholdings
18,19
Dividends 1,2,8,13,22,24,25,29,32,38,41,42,43
Earnings per share
1,8,22,28,41
Five Year record
41
Fixed assets
26,29
Page
Going concern
15
Group financial highlights
1
Internal control
15
Interest
3,6,27
Investment properties
2,4,26,29,37
Net assets
1,3,41
Net borrowing
8,24,39
Note of historical cost profits and losses
25
Pensions
26,28
Principal activities
13
Principal subsidiaries
40
Profit and loss account
22,41
Property valuations
2,6,13,30
Provisions for liabilities and charges
31
Purchase of subsidiaries
39
Reconciliation of movements
in shareholders' funds
25
Registrar
12,19,42
Reserves
37
Share capital
13,37
Share information
Analysis of holdings
13,19,42
Highest/lowest prices
19
Share options
18
Staff numbers and costs
27
Statement of total recognised gains and losses
25
Stocks
26,31
Taxation
28
Treasury policy
8
Turnover
22,27
45
ESTATES & GENERAL PLC PENN HOUSE, 30 HIGH STREET RICKMANSWORTH, HERTFORDSHIRE WD3 1EP
TELEPHONE: 01923 285999 FACSIMILE: 01923 770547 REGISTERED IN ENGLAND (NO. 50072)
|
1 | 60051852_b1 | 60051852 |
Share information
Analysis of holdings
13,19,42
Highest/lowest prices
19
Share options
18
Staff numbers and costs
27
Statement of total recognised gains and losses
25
Stocks
26,31
Taxation
28
Treasury policy
8
Turnover
22,27
45
Index
Page
Accounting policies
26
Annual general meeting
14,43
Auditors' remuneration
27
Auditors' report
20
Balance sheets
Group
23,41
Company
23
Board committees
15
Board of directors
12,15
Business Review
4
Capital commitments
37
Cash flow statement
24,38,39
Chairman's statement
2
Contingent liabilities
36
Corporate governance
15
Creditors
32,33
Current asset investments
32
Debtors
32
Deferred taxation
26,28
Depreciation
26,27,29,30
Derivatives and other Financial Instruments 3,34,35,36
Directors' remuneration
15,17,27
Directors' report
13
Directors' responsibilities
16
Directors' shareholdings
18,19
Dividends 1,2,8,13,22,24,25,29,32,38,41,42,43
Earnings per share
1,8,22,28,41
Five Year record
41
Fixed assets
26,29
Page
Going concern
15
Group financial highlights
1
Internal control
15
Interest
3,6,27
Investment properties
2,4,26,29,37
Net assets
1,3,41
Net borrowing
8,24,39
Note of historical cost profits and losses
25
Pensions
26,28
Principal activities
13
Principal subsidiaries
|
1 | 60052042_0 | 60052042 | ANNUAL REPORT 1998
Contents
1 Outokumpu 1998
Key data.................................................................. front cover flap Year 1998 in brief................................................ inside front cover Chief Executive's statement.......................................................... 2 Business organization.................................................................... 4 Business concept, strategies and financial objectives............... 5
2 Business environment
Market review................................................................................. 7
3 Development of business operations
Stainless Steel.............................................................................. 14 Copper Products.......................................................................... 16 Base Metals.................................................................................. 18 Technology.................................................................................... 20 Other operations........................................................................... 22 Human resource development.................................................... 22 Research and development......................................................... 24 Environmental protection............................................................. 26 EMU and Year 2000...................................................................... 28
4 Financial statements
Corporate review of the year....................................................... 31 Auditors' report............................................................................. 37 Consolidated income statement................................................. 38 Consolidated statement of cash flows....................................... 39 Consolidated balance sheet........................................................ 40 Key financial indicators................................................................ 42 Notes to the consolidated financial statements........................ 48 Parent Company financial statements........................................ 65 Outokumpu Oyj's shares and shareholders............................... 69 Outokumpu Oyj's administration................................................. 74 Business area management........................................................ 79
5 Annual General Meeting and dividend....................................... 80
Annual report and interim reports............................................... 80 Contact information........................................... inside back cover
Key data
Net sales
MFmIMk million 18 000 16 000 14 000 12 000 10 000 8 000 6 000 4 000 2 000
0 89 90 91 92 93 94 95 96 97 98
Operating profit
MFmIMk million 1 600 1 400 1 200 1 000
800 600 400 200
0 89 90 91 92 93 94 95 96 97 98
1998)
Net sales
FIM million 17 176)
change from previous year
%
(9.9)
Operating profit
FIM million 306)
in relation to net sales
%
1.8)
Profit before extraordinary items and taxes FIM million
(25)
Return on capital employed
%
2.5)
1997
19 055 15.1
1 353 7.1 975
11.1
Cash flow from operating activities Net interest-bearing debt in relation to net sales Equity-to-assets ratio Debt-to-equity |
1 | 60052042_1 | 60052042 | Annual General Meeting and dividend....................................... 80
Annual report and interim reports............................................... 80 Contact information........................................... inside back cover
Key data
Net sales
MFmIMk million 18 000 16 000 14 000 12 000 10 000 8 000 6 000 4 000 2 000
0 89 90 91 92 93 94 95 96 97 98
Operating profit
MFmIMk million 1 600 1 400 1 200 1 000
800 600 400 200
0 89 90 91 92 93 94 95 96 97 98
1998)
Net sales
FIM million 17 176)
change from previous year
%
(9.9)
Operating profit
FIM million 306)
in relation to net sales
%
1.8)
Profit before extraordinary items and taxes FIM million
(25)
Return on capital employed
%
2.5)
1997
19 055 15.1
1 353 7.1 975
11.1
Cash flow from operating activities Net interest-bearing debt in relation to net sales Equity-to-assets ratio Debt-to-equity ratio
FIM million FIM million % % %
1 771) 5 524)
32.2) 42.9) 74.0)
1 134 5 751
30.2 42.5 74.2
Income per share (excluding extraordinary items) Net income per share Shareholders' equity per share Dividend per share Share price on Dec. 31 Market capitalization on Dec. 31
FIM FIM FIM FIM FIM FIM million
0.14) 0.14) 59.72) 0.50) 1) 46.80) 5 828)
5.65 5.65 61.94 2.00 66.50 8 281
Capital expenditure
FIM million 1 481)
2 045
Number of personnel on December 31
13 179) 13 734
1) The Board of Directors' proposal to the Annual General Meeting
KEY FIGURES IN EUROS
Net sales
EUR million
Operating profit
EUR million
Profit before extraordinary items and taxes EUR million
2 889) 51) (4)
Cash flow |
1 | 60052042_2 | 60052042 | ratio
FIM million FIM million % % %
1 771) 5 524)
32.2) 42.9) 74.0)
1 134 5 751
30.2 42.5 74.2
Income per share (excluding extraordinary items) Net income per share Shareholders' equity per share Dividend per share Share price on Dec. 31 Market capitalization on Dec. 31
FIM FIM FIM FIM FIM FIM million
0.14) 0.14) 59.72) 0.50) 1) 46.80) 5 828)
5.65 5.65 61.94 2.00 66.50 8 281
Capital expenditure
FIM million 1 481)
2 045
Number of personnel on December 31
13 179) 13 734
1) The Board of Directors' proposal to the Annual General Meeting
KEY FIGURES IN EUROS
Net sales
EUR million
Operating profit
EUR million
Profit before extraordinary items and taxes EUR million
2 889) 51) (4)
Cash flow from operating activities Net interest-bearing debt
EUR million EUR million
298) 929)
Income per share (excluding extraordinary items) Net income per share Shareholders' equity per share Dividend per share Share price on Dec. 31 Market capitalization on Dec. 31
EUR EUR EUR EUR EUR EUR million
0.02) 0.02) 10.04) 0.08) 7.87) 980)
Capital expenditure
EUR million 249)
3 205 228 164
191 967
0.95 0.95 10.42 0.34 11.18 1 393
344
Profit before extraordinary items and taxes
FIM million 1 400 1 200 1 000
800 600 400 200
0 (200) (400) (600) (800)
89 90 91 92 93 94 95 96 97 98
Income per share
FIM 8 6 4 2 0 (2) (4) (6) (8)
(10) 89 90 91 92 93 94 95 96 97 98
Price of A-shares
FmIMk 120 100
80 60 40 20
0 89 90 91 92 93 94 95 |
1 | 60052042_3 | 60052042 | from operating activities Net interest-bearing debt
EUR million EUR million
298) 929)
Income per share (excluding extraordinary items) Net income per share Shareholders' equity per share Dividend per share Share price on Dec. 31 Market capitalization on Dec. 31
EUR EUR EUR EUR EUR EUR million
0.02) 0.02) 10.04) 0.08) 7.87) 980)
Capital expenditure
EUR million 249)
3 205 228 164
191 967
0.95 0.95 10.42 0.34 11.18 1 393
344
Profit before extraordinary items and taxes
FIM million 1 400 1 200 1 000
800 600 400 200
0 (200) (400) (600) (800)
89 90 91 92 93 94 95 96 97 98
Income per share
FIM 8 6 4 2 0 (2) (4) (6) (8)
(10) 89 90 91 92 93 94 95 96 97 98
Price of A-shares
FmIMk 120 100
80 60 40 20
0 89 90 91 92 93 94 95 96 97 98
1998 in brief
Exceptionally low metal prices
The weak global economic background had a direct impact on the metal market. Demand for metals and metal products fell sharply in Asia, but remained high in Europe and the United States.
The prices of all metals produced by Outokumpu dropped to extremely low levels.
Result weakened considerably
Consolidated net sales decreased by 10% to just over FIM 17 billion. Increased deliveries and improved cost-efficiency were not sufficient to offset the effect of lower metal prices.
Operating profit decreased to FIM 306 million and profit before extraordinary items and taxes to a loss of FIM 25 million. Income per share was FIM 0.14. Return on capital employed dropped to 2.5%. The equity-to-assets ratio improved slightly to 42.9%.
The Board of Directors proposes a dividend of FIM 0.50 per share.
Investments for greater efficiency and growth
The Group's capital expenditure totaled FIM 1.5 billion. The most important investments completed were the expansion of the zinc plant at Kokkola, the copper products mill in Malaysia, as well as the modernisation of the first cold rolling mill at the stainless steel plant in Tornio.
In |
1 | 60052042_b0 | 60052042 | are also published on the Group's Internet home page www.outokumpu.com.
80 O U T O K U M P U 1 9 9 8
KREAB / Libris 1999
Contact information
CORPORATE MANAGEMENT STAINLESS STEEL COPPER PRODUCTS BASE METALS TECHNOLOGY OTHER ADDRESSES
Outokumpu Oyj
PO Box 140 Riihitontuntie 7 B FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 421 3888
Outokumpu Steel Oy
Business area management PO Box 82 FIN-95401 TORNIO Finland Tel. +358 16 4521 Fax +358 16 453 190
Outokumpu Copper Products Oy
Business area management PO Box 144 Riihitontuntie 7 A FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 452 2140
Outokumpu Base Metals Oy
Business area management PO Box 143 Riihitontuntie 7 A FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 421 2205
Outokumpu Technology Oy
Business area management PO Box 86 Riihitontuntie 7 E FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 421 3891
Up-to-date contact information about all Outokumpu subsidiaries and sites is available on the Group's Internet home page (www.outokumpu.com). Contact information can also be requested by telephone (+358 9 4211), fax (+358 9 421 2429) or e-mail (corporate.comms@outokumpu.com).
Outokumpu Oyj Domicile: Espoo, Finland Trade register number: 70.759
S TA I N L E S S S T E E L q C O P P E R P R O D U C T S q B A S E M E TA L S q T E C H N O L O G Y
OUTOKUMPU OYJ Corporate Management Riihitontuntie 7 B, PO Box 140 FIN-02201 ESPOO, Finland Tel. +358 9 4211 Fax +358 9 421 3888 E-mail: corporate.comms@outokumpu.com www.outokumpu.com
|
1 | 60052042_b1 | 60052042 | send forms of proxy to its shareholders. Shareholders wishing to vote by proxy should submit their own forms of proxy to the Company by no later than March 12, 1999.
Dividend
The Board of Directors proposes a dividend of FIM 0.50 per share. The dividend will be paid to the shareholders that are registered as owners by the Finnish Central Securities Depository Ltd. on March 19, 1999. It is proposed that the dividend will be paid on March 26, 1999.
Annual report and interim reports
This Annual Report is also available in Finnish. The Outokumpu Group will publish three interim reports during 1999, as
follows:
JanuaryMarch JanuaryJune JanuarySeptember
April 29, 1999 July 27, 1999 October 26, 1999
The reports are published in Finnish and English. All reports can be obtained from: Outokumpu Oyj / Corporate Communications, Riihitontuntie 7 B, PO Box 140, FIN-02210 Espoo, Finland. Telephone +358 9 421 2416, telefax +358 9 421 2429 and e-mail corporate.comms@outokumpu.com.
The annual reports, interim reports and all major press releases are also published on the Group's Internet home page www.outokumpu.com.
80 O U T O K U M P U 1 9 9 8
KREAB / Libris 1999
Contact information
CORPORATE MANAGEMENT STAINLESS STEEL COPPER PRODUCTS BASE METALS TECHNOLOGY OTHER ADDRESSES
Outokumpu Oyj
PO Box 140 Riihitontuntie 7 B FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 421 3888
Outokumpu Steel Oy
Business area management PO Box 82 FIN-95401 TORNIO Finland Tel. +358 16 4521 Fax +358 16 453 190
Outokumpu Copper Products Oy
Business area management PO Box 144 Riihitontuntie 7 A FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 452 2140
Outokumpu Base Metals Oy
Business area management PO Box 143 Riihitontuntie 7 A FIN-02201 ESPOO Finland Tel. +358 9 4211 Fax +358 9 421 2205
Outokumpu Technology Oy
Business |
1 | 60052201_0 | 60052201 | THE MAYFLOWER CORPORATION plc
ANNUAL REPORT AND ACCOUNTS 1998
CONTENTS
2 CHAIRMAN'S STATEMENT 4 REVIEW OF OPERATIONS 6 MAYFLOWER BUS AND COACH 12 MAYFLOWER VEHICLE SYSTEMS 18 FINANCIAL REVIEW 25 DIRECTORS, SECRETARY AND ADVISERS 25 BIOGRAPHY OF DIRECTORS 26 REPORT OF THE DIRECTORS 28 REPORT OF THE DIRECTORS ON REMUNERATION 31 CORPORATE GOVERNANCE 33 REPORT OF THE AUDITORS 34 GROUP PROFIT AND LOSS ACCOUNT 35 BALANCE SHEETS 36 GROUP CASH FLOW STATEMENT 36 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 37 CONSOLIDATED STATEMENT OF RECOGNISED GAINS AND LOSSES 37 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 38 ACCOUNTING POLICIES 39 NOTES TO THE ACCOUNTS 56 GROUP FIVE YEAR RECORD 57 UNAUDITED SUPPLEMENTARY INFORMATION 58 NOTICE OF MEETING 59 SHAREHOLDER INFORMATION 59 PROXY FORM
THE MAYFLOWER CORPORATION plc
MAYFLOWER'S CORPORATE STRATEGY IS TO SEEK OUT GROWTH OPPORTUNITIES IN SPECIALIST MANUFACTURING SECTORS WHERE IT CAN EXPLOIT UNDER-DEVELOPED MARKET POTENTIAL. WORKING IN PARTNERSHIP WITH ITS INVESTORS, EMPLOYEES, CUSTOMERS AND SUPPLIERS ITS AIM IS TO ACHIEVE WORLD QUALITY LEADERSHIP IN THE PRODUCTS AND SERVICES IT OFFERS. DRIVEN BY MANAGEMENT KNOWN FOR ITS UNIQUE BLEND OF CONTROL, CREATIVITY AND ENTREPRENEURSHIP, MAYFLOWER'S AIM IS TO SECURE PROFIT GROWTH OPPORTUNITIES FOR THE BENEFIT OF ITS SHAREHOLDERS.
MAYFLOWER ANNUAL REPORT 1998 1
RUPERT HAMBRO CHAIRMAN
CHAIRMAN'S STATEMENT
A YEAR OF SIGNIFICANT DEVELOPMENT FOR THE GROUP
The Group made considerable progress in the development of its Bus and Coach and Vehicle Systems' businesses during 1998 and acquisitions were made to expand both areas.
D |
1 | 60052201_1 | 60052201 | AYFLOWER'S CORPORATE STRATEGY IS TO SEEK OUT GROWTH OPPORTUNITIES IN SPECIALIST MANUFACTURING SECTORS WHERE IT CAN EXPLOIT UNDER-DEVELOPED MARKET POTENTIAL. WORKING IN PARTNERSHIP WITH ITS INVESTORS, EMPLOYEES, CUSTOMERS AND SUPPLIERS ITS AIM IS TO ACHIEVE WORLD QUALITY LEADERSHIP IN THE PRODUCTS AND SERVICES IT OFFERS. DRIVEN BY MANAGEMENT KNOWN FOR ITS UNIQUE BLEND OF CONTROL, CREATIVITY AND ENTREPRENEURSHIP, MAYFLOWER'S AIM IS TO SECURE PROFIT GROWTH OPPORTUNITIES FOR THE BENEFIT OF ITS SHAREHOLDERS.
MAYFLOWER ANNUAL REPORT 1998 1
RUPERT HAMBRO CHAIRMAN
CHAIRMAN'S STATEMENT
A YEAR OF SIGNIFICANT DEVELOPMENT FOR THE GROUP
The Group made considerable progress in the development of its Bus and Coach and Vehicle Systems' businesses during 1998 and acquisitions were made to expand both areas.
Dennis Group Plc was acquired in an all cash offer valuing the company at £268.9 million excluding acquisition costs. Dennis is a leading manufacturer of chassis for the bus and coach markets and also manufactures specialist vehicles including dust carts, fire engines and airport and seaport tugs. It complements Mayflower's other companies, in particular Alexander, a leader in bus body production.
The combination of Dennis and Alexander provides the Group with a strong platform from which to market buses in the US. This platform is further supported by the strategic alliance announced with Daimler-Chrysler in September, involving both technical and commercial co-operation. The alliance is an important step forward for the Group and provides the potential to access Daimler-Chrysler technical support for chassis development and sourcing of components and its worldwide vehicle systems' distribution network.
In August, we announced the purchase of a 40 per cent interest in Metrotrans Corporation Inc, a US designer, manufacturer and distributor of buses and coaches, based in Griffin, Georgia. Metrotrans is quoted on the NASDAQ stock exchange in the US and Mayflower has a put and call option to acquire a further 23 per cent of the company. Goodwill arising on the investment has since been written down. |
1 | 60052201_2 | 60052201 | ennis Group Plc was acquired in an all cash offer valuing the company at £268.9 million excluding acquisition costs. Dennis is a leading manufacturer of chassis for the bus and coach markets and also manufactures specialist vehicles including dust carts, fire engines and airport and seaport tugs. It complements Mayflower's other companies, in particular Alexander, a leader in bus body production.
The combination of Dennis and Alexander provides the Group with a strong platform from which to market buses in the US. This platform is further supported by the strategic alliance announced with Daimler-Chrysler in September, involving both technical and commercial co-operation. The alliance is an important step forward for the Group and provides the potential to access Daimler-Chrysler technical support for chassis development and sourcing of components and its worldwide vehicle systems' distribution network.
In August, we announced the purchase of a 40 per cent interest in Metrotrans Corporation Inc, a US designer, manufacturer and distributor of buses and coaches, based in Griffin, Georgia. Metrotrans is quoted on the NASDAQ stock exchange in the US and Mayflower has a put and call option to acquire a further 23 per cent of the company. Goodwill arising on the investment has since been written down.
In October, we announced the purchase of the business and the assets of Roth-Technik Abgastechnologie GmbH, the principal activities of which comprise stamping, tooling and exhaust systems. Roth-Technik, based in Germany, is well placed to service the heart of the German automotive industry. It will become an integral part of Mayflower Vehicle Systems (MVS), providing MVS with a manufacturing capability in Europe's largest automotive market, complementing our existing design and engineering activities in Germany.
In early 1999, we announced the sale of the business and the assets of the Dennis Group company Carmichael International Limited, a manufacturer of fire engines and airport crash tenders. This followed a review by our post acquisition team which concluded that Carmichael did not fit Mayflower's strategic objectives. Dennis will continue to manufacture fire engine chassis/cabs and will maintain a close working relationship with Carmichael, as well as with the other independent fire engine body builders.
THE AUTOMOTIVE INDUSTRY MOVES TOWARDS CONSOLIDATION
The automotive industry has undergone a period of significant change and this seems set to continue, as suppliers and manufacturers consolidate through merger and acquisition. These changes are not limited solely to the car |
1 | 60052201_3 | 60052201 |
In October, we announced the purchase of the business and the assets of Roth-Technik Abgastechnologie GmbH, the principal activities of which comprise stamping, tooling and exhaust systems. Roth-Technik, based in Germany, is well placed to service the heart of the German automotive industry. It will become an integral part of Mayflower Vehicle Systems (MVS), providing MVS with a manufacturing capability in Europe's largest automotive market, complementing our existing design and engineering activities in Germany.
In early 1999, we announced the sale of the business and the assets of the Dennis Group company Carmichael International Limited, a manufacturer of fire engines and airport crash tenders. This followed a review by our post acquisition team which concluded that Carmichael did not fit Mayflower's strategic objectives. Dennis will continue to manufacture fire engine chassis/cabs and will maintain a close working relationship with Carmichael, as well as with the other independent fire engine body builders.
THE AUTOMOTIVE INDUSTRY MOVES TOWARDS CONSOLIDATION
The automotive industry has undergone a period of significant change and this seems set to continue, as suppliers and manufacturers consolidate through merger and acquisition. These changes are not limited solely to the car industry but are also taking place in the truck and bus markets. As consolidation takes place, Mayflower continues to grow its businesses to take advantage of the opportunities presented and to provide its customers with the support they require.
2 MAYFLOWER ANNUAL REPORT 1998
Our bus and coach companies are now located in North America, Europe and Asia and are amongst the world leaders in development of low floor technology. Our vehicle structural assembly businesses, which operate under the name of MVS, are located in the US, UK and Germany. MVS offers its customers creative solutions and is uniquely placed to provide the complete service, from engineering development through to manufacture. This is at a time when automotive manufacturers continue to outsource an increasing proportion of the finished product.
ANOTHER SET OF EXCELLENT RESULTS
Last year saw the achievement of yet another set of exceptional results for the Group, with sales, profit and cash flow all showing strong increases over the previous year. These results are particularly gratifying when set against the background of the General Motors strike during the summer, the three month relocation of the cab assembly line for the new Sterling truck and fluctuation in demand from Rover.
Total Group sales increased to £495.2 million (1997 £392.7 |
1 | 60052201_b0 | 60052201 | . 3 A corporation must execute this form of proxy under the Common Seal or under the
hand of two directors or one director and the secretary or under the hand of an officer or attorney of the corporation duly authorised in writing. 4 In the case of joint holdings the vote of the senior holder who tenders a vote, whether in person or by a proxy, shall be accepted to the exclusion of the votes of the other joint
Date
holders and seniority shall be determined by the order in which names stand in the Register of Members in respect of the joint holdings. 5 A shareholder is entitled to appoint a proxy of his choice who need not be a member of the Company. If it is desired to appoint any other person to act as proxy, insert the name in the space provided and strike out the words "the Chairman of the Meeting". 6 To be valid this proxy, duly executed and any power of attorney or any other authority under which it is executed or a copy of the authority certified notarially, must reach the office of Computershare Services PLC, PO Box 82, Caxton House, Redcliffe Way, Bristol BS99 7ZZ as soon as possible, and in any event not later than 48 hours before the time appointed for holding the above mentioned meeting or any adjournment thereof.
MAYFLOWER ANNUAL REPORT 1998 59
BUSINESS REPLY SERVICE Licence No. BS 2282
2
Computershare Services PLC Re The Mayflower Corporation plc Proxy Department PO Box 82 Caxton House Redcliffe Way Bristol BS99 7ZZ
The paper used in this report is made using the elemental chlorine gas-free process. The pulp uses 30-35 per cent pre-consumer waste and the balance has been obtained from mills which have a reafforestation programme, planting two to three trees for every one used.
The paper is biodegradable and can be recycled without using heat or chemicals.
DESIGNED AND PRODUCED BY HOLMES & MARCHANT CORPORATE DESIGN. PRINTED IN ENGLAND BY HYWAY.
THE MAYFLOWER CORPORATION plc
Mayflower House, London Road, Loudwater, High Wycombe, Buckinghamshire HP10 9RF Tel: +44 (0)1494 450145 Fax: +44 (0)1494 450607
www.mayflowercorporation.com E-mail: gen@mayf.co.uk
|
1 | 60052201_b1 | 60052201 |
I/We
(BLOCK CAPITALS PLEASE)
of being (a) member(s) of the above named Company, hereby appoint the Chairman of the Meeting
(see note 5) as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 14 April 1999 and at any adjournment thereof.
For Resolution 1 To receive and adopt the 1998 Annual Report and Accounts Resolution 2 To declare a dividend Resolution 3 To reappoint as a Director, Mr David Donnelly Resolution 4 To reappoint as a Director, Mr David Harland
Against
For Against
Resolution 5 To reappoint Arthur Andersen as auditors and to authorise the Directors to determine their remuneration
Resolution 6 To diminish the authorised share capital
Resolution 7 Section 80 authority to allot ordinary shares
Resolution 8 Section 95 power to disapply pre-emption rights
Signature
Notes: 1 Notice of the meeting and the resolutions referred to are on page 58 of the Annual
Report and Accounts. 2 Please indicate by an X in the space provided how you wish your proxy to vote.
Without such specific directions the proxy will abstain or vote at his discretion. 3 A corporation must execute this form of proxy under the Common Seal or under the
hand of two directors or one director and the secretary or under the hand of an officer or attorney of the corporation duly authorised in writing. 4 In the case of joint holdings the vote of the senior holder who tenders a vote, whether in person or by a proxy, shall be accepted to the exclusion of the votes of the other joint
Date
holders and seniority shall be determined by the order in which names stand in the Register of Members in respect of the joint holdings. 5 A shareholder is entitled to appoint a proxy of his choice who need not be a member of the Company. If it is desired to appoint any other person to act as proxy, insert the name in the space provided and strike out the words "the Chairman of the Meeting". 6 To be valid this proxy, duly executed and any power of attorney or any other authority under which it is executed or a copy of the authority certified notarially, must reach the office of Computershare Services PLC, PO Box 82, Caxton House, Redcliffe Way, Bristol BS99 7ZZ as soon as possible, and in any event not later than 48 hours before the time appointed for holding the above |
1 | 60052245_0 | 60052245 | Ispat International N.V.
Member of The LNM Group
7,256
The world's fastest growing steel company
Value Creation Our global state-of-the-art steelmaking operations, leadership in the integrated mini-mill process, broad product range and aggressive pursuit of unparalleled growth in the steel industry, all lead to the creation of shareholder value. With the binding letter agreement to acquire Inland Steel Company, our position only strengthens.
5,931
5,373
2,932
Contents
Company Highlights
1
Company Overview
2
Letter to Shareholders
4
Review of Operations
Acquisitions
8
Capital Expenditure
10
The Integrated Mini-Mill Advantage
14
Continuous Improvement
17
Financial Section
Summary Financial Information
18
Management's Discussion and Analysis of Financial Condition and Results of Operations 19
Index to Consolidated Financial Statements 21
1992 1993 1994 1995 1996 1997
1,473 1,922
Steel shipments
(In Tons 000's)
Shareholder information relating to the Dutch Annual Accounts.
The Annual Report does not contain complete information related to the Company's statutory accounts which must be adopted at the Annual General Meeting of stockholders, pursuant to Dutch law. A copy of the Dutch statutory accounts can be obtained free of charge by contacting the Registered Office of Ispat International N.V., Rotterdam Building, Aert van Nesstraat 45, 3012 CA, Rotterdam, The Netherlands, or, by contacting Kas-Associatie N.V., Spuistraat 172, 1012 VT Amsterdam, The Netherlands.
Certain defined terms The term "ton" as used in this Annual Report means a short ton and the term "tonne" used herein means a metric tonne. All references to iron ore pellets, Direct Reduced Iron ("DRI") and scrap are calculated using tonnes, and all references to steel products are calculated using tons.
The term "steel products" as used herein refers to semifinished and finished steel products and excludes DRI.
The term EBITDA relates to operating income plus depreciation.
All reference to `Imexsa' is to Ispat Mexicana, S.A. de C.V., all reference to `CIL' is to Caribbean Ispat Limited, |
1 | 60052245_1 | 60052245 | The Annual Report does not contain complete information related to the Company's statutory accounts which must be adopted at the Annual General Meeting of stockholders, pursuant to Dutch law. A copy of the Dutch statutory accounts can be obtained free of charge by contacting the Registered Office of Ispat International N.V., Rotterdam Building, Aert van Nesstraat 45, 3012 CA, Rotterdam, The Netherlands, or, by contacting Kas-Associatie N.V., Spuistraat 172, 1012 VT Amsterdam, The Netherlands.
Certain defined terms The term "ton" as used in this Annual Report means a short ton and the term "tonne" used herein means a metric tonne. All references to iron ore pellets, Direct Reduced Iron ("DRI") and scrap are calculated using tonnes, and all references to steel products are calculated using tons.
The term "steel products" as used herein refers to semifinished and finished steel products and excludes DRI.
The term EBITDA relates to operating income plus depreciation.
All reference to `Imexsa' is to Ispat Mexicana, S.A. de C.V., all reference to `CIL' is to Caribbean Ispat Limited, all reference to `Ispat Sidbec' is to Ispat Sidbec Inc. and all reference to `Ispat Germany' is collectively to Ispat Hamburger Stahlwerke GmbH `IHSW', Ispat Stahlwerk Ruhrort GmbH and Ispat Walzdraht Hochfeld GmbH, `ISRG/IWHG'.
Principal operating subsidiaries and other offices.
Ispat International Limited 7th Floor, Berkeley Square House, Berkeley Square, London W1X 5PN.
Ispat Mexicana, S.A. de C.V. Fco. J. Mújica No. 1-B, Apartado Postal No. 19-A, C.P. 60950, Lázaro Cárdenas, Michoacan, México.
Caribbean Ispat Limited Mediterranean Drive, Point Lisas, Couva, Republic of Trinidad and Tobago, West Indies.
Ispat Sidbec Inc. 300 Rue Léo-Pariseau, C.P. 2000, succ. Place-du-Parc, Montréal (Québec) H2W 2 |
1 | 60052245_2 | 60052245 | all reference to `Ispat Sidbec' is to Ispat Sidbec Inc. and all reference to `Ispat Germany' is collectively to Ispat Hamburger Stahlwerke GmbH `IHSW', Ispat Stahlwerk Ruhrort GmbH and Ispat Walzdraht Hochfeld GmbH, `ISRG/IWHG'.
Principal operating subsidiaries and other offices.
Ispat International Limited 7th Floor, Berkeley Square House, Berkeley Square, London W1X 5PN.
Ispat Mexicana, S.A. de C.V. Fco. J. Mújica No. 1-B, Apartado Postal No. 19-A, C.P. 60950, Lázaro Cárdenas, Michoacan, México.
Caribbean Ispat Limited Mediterranean Drive, Point Lisas, Couva, Republic of Trinidad and Tobago, West Indies.
Ispat Sidbec Inc. 300 Rue Léo-Pariseau, C.P. 2000, succ. Place-du-Parc, Montréal (Québec) H2W 2S7, Canada.
Ispat Hamburger Stahlwerke GmbH Dradenaustraße 33, D-21129 Hamburg, Germany.
Ispat Stahlwerk Ruhrort GmbH Vohwinkelstr 107, D-47137 Duisburg, Germany.
Ispat Walzdraht Hochfeld GmbH Wörthstraße 125, D-47053 Duisburg, Germany.
Irish Ispat Limited Haulbowline, Cobh, County Cork, Ireland.
Ispat America Inc. Nations Bank, Corporate Center, 100 North Tryon Street, Suite 2401, Charlotte NC 28202, U.S.A.
Ispat Shipping Limited Berkeley Square House, Berkeley Square, London W1X 5PN.
Rotterdam Building, Aert van Nesstraat 45, 3012 CA, Rotterdam, The Netherlands. Tel: +(31) 10 404 6738. Fax: +(31) 10 404 8004. E-mail: mail@ispat.co.uk Company Registration No. 275428.
ISPAT INTERNATIONAL N.V. AND SUBSID |
1 | 60052245_3 | 60052245 | S7, Canada.
Ispat Hamburger Stahlwerke GmbH Dradenaustraße 33, D-21129 Hamburg, Germany.
Ispat Stahlwerk Ruhrort GmbH Vohwinkelstr 107, D-47137 Duisburg, Germany.
Ispat Walzdraht Hochfeld GmbH Wörthstraße 125, D-47053 Duisburg, Germany.
Irish Ispat Limited Haulbowline, Cobh, County Cork, Ireland.
Ispat America Inc. Nations Bank, Corporate Center, 100 North Tryon Street, Suite 2401, Charlotte NC 28202, U.S.A.
Ispat Shipping Limited Berkeley Square House, Berkeley Square, London W1X 5PN.
Rotterdam Building, Aert van Nesstraat 45, 3012 CA, Rotterdam, The Netherlands. Tel: +(31) 10 404 6738. Fax: +(31) 10 404 8004. E-mail: mail@ispat.co.uk Company Registration No. 275428.
ISPAT INTERNATIONAL N.V. AND SUBSIDIARIES
Company Highlights
year ended 31 December 1997
Quarter on Quarter Growth in 1997
In US$ Millions
Net sales Gross profit EBITDA EBITDA margin
Q1 1997
473 87 74 15.6%
Q2 1997
513 114 94 18.3%
Q3 1997
533 121 104 19.5%
Q4 1997
671 161 134 20.0%
$5,242
$474 $406
$1,925 $1,859
$2,190
$4,394
$2,292 $2,479 $3,073 $3,650
$336
$160
$782
$342 $427
$34
1992 $7
1992 1993 1994 1995 1996 1997
1997
1996
1995
1994
1993
1992 1993 1994 1995 1996 1997
Net sales ($M)
EBITDA ($M)
Total assets ($M)
Company Overview
Six state-of-the-art, low cost steelmaking operations in Mexico, Trinidad, Canada, Germany and Ireland make Ispat |
1 | 60052245_b0 | 60052245 |
389
536
Prepaid expenses and other
63
65
Total current assets Property, Plant and Equipment-net Investment in Affiliates Deferred Tax Asset Other Assets
1,121 760 27 47
1,828 942 36 45 31
Total
$ 1,955
$ 2,882
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities: Notes payable to banks and current portion of long-term debt Trade accounts payable, accrued expenses and other liabilities 9% subordinated note due 2004 payable to shareholder Deferred tax liability
Total current liabilities Long-Term Debt Deferred tax liability Other Long-Term Obligations Total liabilities
$ 338 325 142 805 878 113 100
1,896
$ 431 477 2
910 1,104
92 114
2,220
SHAREHOLDER'S EQUITY:
Common shares: Class A Shares Class B Shares
Additional Paid-in Capital Retained Earnings (Deficit) Cumulative Translation Adjustment Total shareholder's equity Total
4 190 (201) 66 59 $1,955
4 558 35 65 662 $2,882
19. SUBSEQUENT EVENTS
On March 16, 1998, the Company and Inland Steel Industries, Inc. signed a binding letter agreement whereby the Company will acquire Inland Steel Company, a wholly owned steel manufacturing subsidiary of Inland Steel Industries, for a total of approximately $1.43 billion. The agreement has been approved by the Board of Directors of both companies. The transaction is subject to a definitive agreement, antitrust clearance, other closing conditions, and the need to give the United Steelworkers of America the opportunity to make an offer to purchase the Inland Steel Company.
As part of the $1.43 billion transaction, the Company will: i) pay $650 million in cash for the common stock of Inland Steel Company; ii) pay $238.2 million for the preferred stock of Inland Steel Company held by Inland Steel Industries; iii) repay the inter-company debt of Inland Steel Company owned to Inland Steel Industries, which at December 31, 1997, was $230.7 million, and iv) assume debt owed to third parties of approximately $307.9 million.
52
Printed in England. Designed by Ludgate Design Limited.
|
1 | 60052245_b1 | 60052245 | ings per Share, and makes them comparable to international earnings per share standards. The provisions in SFAS No. 128 are substantially the same as those in IAS 33.
51
ISPAT INTERNATIONAL N.V. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements continued
For the years ended December 31, 1995, 1996 and 1997 (Millions of US Dollars, unless otherwise indicated)
18. DIFFERENCES BETWEEN INTERNATIONAL ACCOUNTING STANDARDS AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES continued
j. Supplemental US GAAP balance sheet information
The Company's consolidated balance sheets at December 31, 1996 "as restated" and 1997 on a US GAAP
basis, giving effect to the principal differences between IAS and US GAAP, are presented below:
December 31,
1996
1997
ASSETS
"as restated"
Current Assets:
Cash and cash equivalents
$ 279
$ 790
Trade accounts receivable
294
415
Deferred tax asset
96
22
Inventories
389
536
Prepaid expenses and other
63
65
Total current assets Property, Plant and Equipment-net Investment in Affiliates Deferred Tax Asset Other Assets
1,121 760 27 47
1,828 942 36 45 31
Total
$ 1,955
$ 2,882
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities: Notes payable to banks and current portion of long-term debt Trade accounts payable, accrued expenses and other liabilities 9% subordinated note due 2004 payable to shareholder Deferred tax liability
Total current liabilities Long-Term Debt Deferred tax liability Other Long-Term Obligations Total liabilities
$ 338 325 142 805 878 113 100
1,896
$ 431 477 2
910 1,104
92 114
2,220
SHAREHOLDER'S EQUITY:
Common shares: Class A Shares Class B Shares
Additional Paid-in Capital Retained Earnings (Deficit) Cumulative Translation Adjustment Total shareholder's equity Total
4 190 (201) 66 59 $1,955
4 558 35 65 |
1 | 60052301_0 | 60052301 | Successfully blending
Engineering and Polymer
Technology
Annual Report and Accounts
1998
Vita is an International leader in the application of science, technology and engineering... bringing a totally flexible and innovative approach to polymer processing... throughout the world.
FINANCIAL HIGHLIGHTS
TURNOVER
OPERATING PROFIT (pre goodwill amortisation) GROUP ASSOCIATED UNDERTAKINGS
PROFIT BEFORE TAX (pre goodwill amortisation) HEADLINE EARNINGS PER ORDINARY SHARE DIVIDEND PER ORDINARY SHARE
1998 853.3
£m 1997
808.4
62.8 16.3 73.7 21.9p 9.25p
55.5 11.4 66.2 19.8p 8.75p
1
CHAIRMAN'S STATEMENT
I am again delighted to report excellent growth in our pre-tax profits (pre goodwill amortisation) to £73.7m. This represents an increase of 11% on last year's figure and has been achieved with a volume growth of 10%.
Headline earnings per share improved by 11% to 21.9p, with the dividend being raised by 6%, 2.4 times covered (pre goodwill amortisation).
The year saw significant progress in the implementation of our business strategy with major portfolio development and further improvement in operating margins. The acquisitions made in the year provided excellent product fit and substantially strengthened selected market positions.
I am pleased to report that these acquisitions, including the successful completion of the purchase of Doeflex PLC, have started to integrate well and are making good progress. We look forward to the enhanced growth opportunities that they bring.
Our share of associate profits shows excellent growth in underlying performance and also reflects the benefits of the increased shareholding in Spartech in the US.
The UK market remained the most difficult
area of trading whilst the Continental economies in which we operate, particularly France, continued to be more robust. Our International businesses all performed well with a good result being achieved in the US foam operations.
Raw material prices throughout all divisions remained fairly weak, particularly in the second half due to general global over-capacity. However, weaker trading in some areas has resulted in increased competition which, in turn, has created pressure on margins.
Strong cash generation remains a significant feature of these results. The continued capital |
1 | 60052301_1 | 60052301 | % to 21.9p, with the dividend being raised by 6%, 2.4 times covered (pre goodwill amortisation).
The year saw significant progress in the implementation of our business strategy with major portfolio development and further improvement in operating margins. The acquisitions made in the year provided excellent product fit and substantially strengthened selected market positions.
I am pleased to report that these acquisitions, including the successful completion of the purchase of Doeflex PLC, have started to integrate well and are making good progress. We look forward to the enhanced growth opportunities that they bring.
Our share of associate profits shows excellent growth in underlying performance and also reflects the benefits of the increased shareholding in Spartech in the US.
The UK market remained the most difficult
area of trading whilst the Continental economies in which we operate, particularly France, continued to be more robust. Our International businesses all performed well with a good result being achieved in the US foam operations.
Raw material prices throughout all divisions remained fairly weak, particularly in the second half due to general global over-capacity. However, weaker trading in some areas has resulted in increased competition which, in turn, has created pressure on margins.
Strong cash generation remains a significant feature of these results. The continued capital expenditure within the businesses and the substantial expenditure on acquisitions increased the gearing at the year-end to 47%. Board changes
The appointment of Mr Roy Dobson to the Board, with specific responsibilities for the industrial operations, was announced in April last year, together with the non-Executive appointment of Mr David Cotterill, Chief Executive of Renold PLC.
In January this year, Mr Frank Eaton confirmed his intention to retire from the Board at the age of
2
60 on 4 July. He has been a director since 1975 and most recently as Deputy Chief Executive; the contribution he has made to the Group in his various capacities over the last 40 years has been outstanding. On behalf of all the shareholders, I wish him well for a long and happy retirement.
Also in January, the Board announced the appointment of Mr David Campbell as a Director. He has been with Vita for almost 25 years and will be responsible for our Cellular Polymer operations.
This year will see the 50th anniversary of the founding of British Vita and I am proud to have been involved for 44 of those years, 14 as Chief Executive and then the last 10 as Chairman.
However, I will be 65 this year and have decided to stand down at the end of |
1 | 60052301_2 | 60052301 | expenditure within the businesses and the substantial expenditure on acquisitions increased the gearing at the year-end to 47%. Board changes
The appointment of Mr Roy Dobson to the Board, with specific responsibilities for the industrial operations, was announced in April last year, together with the non-Executive appointment of Mr David Cotterill, Chief Executive of Renold PLC.
In January this year, Mr Frank Eaton confirmed his intention to retire from the Board at the age of
2
60 on 4 July. He has been a director since 1975 and most recently as Deputy Chief Executive; the contribution he has made to the Group in his various capacities over the last 40 years has been outstanding. On behalf of all the shareholders, I wish him well for a long and happy retirement.
Also in January, the Board announced the appointment of Mr David Campbell as a Director. He has been with Vita for almost 25 years and will be responsible for our Cellular Polymer operations.
This year will see the 50th anniversary of the founding of British Vita and I am proud to have been involved for 44 of those years, 14 as Chief Executive and then the last 10 as Chairman.
However, I will be 65 this year and have decided to stand down at the end of the year. I will be succeeded as Executive Chairman by Mr Jim Mercer, who will in turn seek to make a new appointment to fill the role of Managing Director.
I am confident that I leave the management of the Company in experienced and capable hands, able to continue the development of the Group into its next 50 years. Personnel
These excellent results have been achieved by hard work and a determination to succeed by all our businesses. I would like to express my appreciation to everyone for their valued contribution. The future
Early indications for the current year are that relative strengths and weaknesses of the economies that most directly affect the Group remain broadly in line with positions seen during the second-half of 1998.
The full integration of the businesses acquired during last year will continue to be a priority in the short term, whilst keeping a watchful eye on any investment opportunities to further strengthen the Group.
It is our intention, as ever, to continue our relentless pursuit of growth and improved efficiency in areas of polymer processing and related science based activity. No doubt another demanding but exciting year has now started, to be filled as usual with
many challenges that, with skill and determination, we will endeavour to convert to successful achievement.
R. McGee CBE 8 March 1999
|
1 | 60052301_3 | 60052301 | the year. I will be succeeded as Executive Chairman by Mr Jim Mercer, who will in turn seek to make a new appointment to fill the role of Managing Director.
I am confident that I leave the management of the Company in experienced and capable hands, able to continue the development of the Group into its next 50 years. Personnel
These excellent results have been achieved by hard work and a determination to succeed by all our businesses. I would like to express my appreciation to everyone for their valued contribution. The future
Early indications for the current year are that relative strengths and weaknesses of the economies that most directly affect the Group remain broadly in line with positions seen during the second-half of 1998.
The full integration of the businesses acquired during last year will continue to be a priority in the short term, whilst keeping a watchful eye on any investment opportunities to further strengthen the Group.
It is our intention, as ever, to continue our relentless pursuit of growth and improved efficiency in areas of polymer processing and related science based activity. No doubt another demanding but exciting year has now started, to be filled as usual with
many challenges that, with skill and determination, we will endeavour to convert to successful achievement.
R. McGee CBE 8 March 1999
3
CHIEF EXECUTIVE'S REVIEW
Production is regulated by computer at all foaming plants, providing flow control to finite accuracy.
Foam leaving the foaming-head rises by 40-45 times its original volume in 21/2 minutes.
There are 100's of grades of foam. Due to its bulk and consequential storage requirement, foam manufacture is `Just In Time'.
A year of significant progress during which we substantially strengthened not only our Industrial division, but also the Group, with an ambitious £173.1m acquisition programme. At the same time, we continued to improve our overall operating margin (pre goodwill amortisation) to 7.4% (6.9%) and return on net assets to 23% (21%). Good progress was made in Cellular Polymers and Fibres but there was some erosion of margin in the Industrial division which was largely UK related.
The Cellular Polymers division, on sales of £468.4m (£459.7m), generated an operating profit (pre goodwill amortisation) of £35.4m (£32.1m). This equates to a return on sales of 7.6% (7.0%) and on net |
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