Final Results

Guinness Peat Group PLC 02 March 2004 2 March 2004 GUINNESS PEAT GROUP PLC ("GPG" or "the Company" or "the Group") PRELIMINARY RESULTS FOR YEAR ENDED 31 DECEMBER 2003 CHAIRMAN'S STATEMENT 2003 was a good year for GPG with an increase in realised profit and useful progress on longer term projects. Nevertheless, it should be noted that the final result was assisted by several abnormal items (mainly one-off sales and the recovery of past years' exchange losses) so we have embarked on 2004 with confidence, but not complacency. The outstanding achievement in 2003 was obviously the successful takeover offer for Coats plc. GPG's present investment is £80 million for a 64% interest in the holding company which owns 100% of Coats' ordinary shares. In the next few months it is proposed to subscribe additional capital which will increase GPG's percentage equity and will reduce net borrowings which are approximately £375 million. Further reductions in borrowing are anticipated as a consequence of the sale of surplus assets and the more efficient use of funds within Coats' operations (for which there is considerable scope). Coats' net contribution to GPG's 2003 result was £12.7 million, made up of a £4.5 million pre acquisition dividend plus £8.2 million, being our share of the trading profit for the year. The post acquisition phase has not been without difficulties (probably an inescapable feature of a large global manufacturing and marketing organisation) and trading conditions have not been buoyant. The changed ownership has also been a somewhat disruptive factor, but Coats is the clear world leader in the thread business and the future potential for GPG could be very significant. Several months ago, we closed out the currency cover held in respect of the original NZ$250 million Note issue, on which there was a gain of £21 million. This amount is held in reserve until the Notes mature in 2006 and there is no accounting profit or loss until then. The present equation is that at the current exchange rate the repayment of NZ$ 250 million would require £91.7 million, compared with the previous fixed sum of £70 million, so we are marginally behind at this stage. As GPG has a natural hedge in respect of its substantial New Zealand assets, it is debatable whether an ultimate gain is necessarily to GPG's overall advantage, but for now we have the use of an additional £21 million in cash, whatever happens in the future. In the Interim Report, we referred to the problems at Dawson International and there has been no material improvement since then. As a consequence GPG has assumed a much stronger proprietorial role which, although by necessity rather than by choice, also reflects a positive view that we can restore value to the investment notwithstanding it has been conservatively written down to zero in the meantime. In December, we sold our residual holding of Turners Auctions shares, thus concluding a role which proved very successful for GPG and other investors in the company. GPG was at the helm from the original spin off ex Turners & Growers and leaves what has now become a strongly growing independent company in its own right. Operating earnings continue to be increasingly important to the final result. Turners & Growers (79%) and Canberra Investment Corporation (69%) are the core subsidiaries and are both well placed in their respective industries. The former Staveley units in UK and USA have also been excellent contributors but, as stated in previous Reports, they all need greater substance, to be obtained by acquisition or by integration with larger industry groups, to reach their full economic potential. The share portfolio is in good shape overall, not only in respect of market values but also, in many instances, the prospects for future strategic advantage. Surplus over book value at 31 December was £118 million compared with £25 million in 2002, so GPG's aggregate increase in value from all sources in 2003 was £150 million, a very satisfactory performance indeed. The simplified Balance Sheet set out below provides a more useful analysis of GPG as an investor rather than the aggregation of assets and liabilities in the conventional group accounts. Simplified Balance Sheet at 31 December 2003 £m --------------------------------------------------------- Cash at Bank 272 Debtors 19 Coats 80 Nationwide 8 Staveley (UK & USA) 2 Canberra Investment Corp 13 Turners & Growers 42 De Vere 33 Share portfolio 177 --------------------------------------------------------- Total Assets 646 Creditors (37) Note issues (179) SHAREHOLDERS' FUNDS 430 --------------------------------------------------------- GPG's cash balance of £272 million at 31 December was close to a peak but will reduce in coming months with the anticipated increased Coats' investment, some short term assistance to Dawson and likely reasonably large share purchases. The Board remains convinced of the benefit of strong liquidity, enabling major decisions to be readily implemented. CAPITAL AND DIVIDEND Contrary to the expectation expressed in the 2002 Annual Report, we have abandoned the concept of offering Convertible Loan Notes to shareholders in conjunction with the annual results. Last year's issue was not well supported which is largely attributed to the complexity of the documents required to accompany the offer. The full prospectus ran to 260 pages which was arguably counter productive in assisting comprehension of the offer and was very costly and time consuming to compile. Other than the standard 1p dividend and 1 for 10 bonus issue (this year's is the 11th in succession, multiplying an original 1990 shareholding 2.85 times) GPG's preferred allocation of resources will be solely to achieve organic growth in the value of the shares, which is always the top priority in any event. The GPG outlook for 2004 is for another active and successful year. Ron Brierley CHAIRMAN London, 2 March 2004 - Ends - Enquiries: Guinness Peat Group plc 020 7484 3370 Blake Nixon, UK Executive Director Weber Shandwick Square Mile 020 7067 0700 Kevin Smith/Josh Royston CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 31 December 2003 2002 Unaudited Audited £000 £000 ---------------------------------------------------------------------------- Turnover: group and share of joint ventures 612,523 501,487 Less: share of joint ventures (59,784) (42,939) --------- -------- Continuing operations (excluding acquisitions) 552,739 458,548 Acquisitions Turnover: group and share of joint ventures 482,299 - Less: share of joint ventures (482,050) - --------- -------- 249 - Group turnover - continuing operations 552,988 458,548 Group turnover - discontinued operations - 56,288 --------- -------- Group turnover 552,988 514,836 Cost of sales (423,029) (425,292) --------- -------- Gross profit 129,959 89,544 Profit on disposal of investments and other net investment income 41,868 47,420 Net operating expenses (104,310) (90,101) --------- -------- Operating profit - continuing operations (excluding acquisitions) 67,554 39,820 Operating profit - acquisitions (excluding joint ventures and associates) (37) - --------- -------- 67,517 39,820 Operating profit - discontinued operations - 7,043 --------- -------- Group operating profit 67,517 46,863 Share of operating profit/(loss) of joint ventures 24,748 (635) Share of operating (loss)/profit of associated undertakings (178) 3,169 --------- -------- 92,087 49,397 Profit on sale of business - continuing operations 19,056 - Profit on sale of subsidiary - discontinued operations - 12,238 Interest payable and similar charges (23,423) (10,546) --------- -------- Profit on ordinary activities before taxation 87,720 51,089 Tax on profit on ordinary activities (21,113) (5,203) --------- -------- Profit on ordinary activities after taxation 66,607 45,886 Minority interests (2,641) (3,425) ---------------------------------------------------------------------------- PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 63,966 42,461 ---------------------------------------------------------------------------- Equity dividends (6,894) (6,252) --------- -------- Retained profit for the year 57,072 36,209 -------- --------- Earnings per ordinary share - basic (pence) 9.28p 6.36p Earnings per ordinary share - diluted (pence) 6.78p 5.39p Dividends per ordinary share (pence) 1.00p 0.91p Consolidated Balance Sheet 31 December 2003 2002 Unaudited Audited £000 £000 Fixed assets --------------------------------------------------------------------------- Intangible assets - net negative goodwill (8,283) (10,734) Tangible assets 77,107 74,349 Investments 291,496 256,189 -------- -------- 360,320 319,804 Current assets --------------------------------------------------------------------------- Stocks and development work in progress 28,235 13,981 Debtors 93,229 128,727 Investments 17,426 36,874 Cash at bank and in hand 289,463 113,827 -------- -------- Creditors: amounts falling due within 1 year 428,353 293,409 --------------------------------------------------------------------------- Trade and other creditors (126,886) (116,131) Convertible subordinated loan notes (5,963) (3,863) Other borrowings (838) (5,404) -------- -------- (133,687) (125,398) Net current assets 294,666 168,011 Total assets less current liabilities 654,986 487,815 Creditors: amounts falling due after 1 year --------------------------------------------------------------------------- Trade and other creditors (1,588) (306) Convertible subordinated loan notes (5,964) (7,725) Capital notes (166,513) (67,765) Other borrowings (22,584) (13,672) -------- -------- (196,649) (89,468) Provisions for liabilities and charges (10,662) (15,784) -------- -------- --------------------------------------------------------------------------- NET ASSETS 447,675 382,563 --------------------------------------------------------------------------- Capital and reserves --------------------------------------------------------------------------- Share capital 34,461 31,094 Share premium account 3,389 1,344 Capital redemption reserve 521 - Other reserve 260,596 263,761 Profit and loss account 130,871 71,966 -------- -------- --------------------------------------------------------------------------- EQUITY SHAREHOLDERS' FUNDS 429,838 368,165 --------------------------------------------------------------------------- Minority interests (equity) 17,837 14,398 -------- -------- CAPITAL EMPLOYED 447,675 382,563 -------- -------- Net asset backing per ordinary share (pence) 62.37 53.82 Consolidated Cash Flow Statement Year ended 31 December 2003 2002 Unaudited Audited £000 £000 ------------------------------------------------------------------------------- Net cash inflow from operating activities 103,927 76,149 Dividends received from associates and joint ventures 5,558 2,955 Returns on investments and servicing of finance (13,246) (10,148) Taxation (6,535) (4,093) Capital expenditure and financial investment (51,655) (59,132) Acquisitions and disposals 30,611 (19,229) Equity dividends paid (2,116) (1,924) ---------- --------- Cash inflow/(outflow) before management of liquid resources and financing 66,544 (15,422) Management of liquid resources (157,939) 85,866 Financing Issue of ordinary shares, net of buy back expenses (1,209) 1,670 Increase/(decrease) in debt 98,922 (44,355) ---------- --------- Increase in cash for the year 6,318 27,759 ---------- --------- Non-cash transactions: On 14 February 2003 the Group redeemed the outstanding 30p tranche of 4,378,034 of the convertible subordinated loan notes for £1,313,000, satisfied by the issue of Ordinary Shares. On 4 July 2003 the Group redeemed the third 10p tranche of the remaining convertible subordinated loan notes through the payment of £2,126,000 in cash, with the balance of £1,299,000 being satisfied by the issue of Ordinary Shares. On 9 July 2003 the Company repurchased 10.4 million Ordinary Shares for an aggregate consideration of £5,575,000 (excluding expenses), which was settled through the issue of convertible subordinated loan notes. Analysis of Changes in Cash and Liquid Resources During the Year Year ended 31 December 2003 2002 £000 £000 ------------------------------------------------------------------------------ Opening balance 113,827 169,985 Net cash inflow 6,318 27,759 Increase/(decrease) in liquid resources 157,939 (85,866) (Decrease)/increase in bank overdraft (509) 509 Currency translation differences 11,888 1,440 ---------- ---------- Closing balance 289,463 113,827 ---------- ---------- Notes to the Preliminary Announcement of Results for the year ended 31 December 2003 1. MERGER WITH BRUNEL HOLDINGS PLC On 13 December 2002, Guinness Peat Group plc (now renamed GPG (UK) Holdings plc) ("the former GPG") was acquired by Brunel Holdings plc (now renamed Guinness Peat Group plc) ("the former Brunel" or "GPG") by means of a Court Approved Scheme of Arrangement. Due to the relative value of the companies, the shareholders in the former GPG received as a result of the merger more than 98% of the share capital of the enlarged group. Although the legal form of this transaction was that the former Brunel acquired the former GPG, the substance of the transaction was that the former GPG acquired the former Brunel. The group's financial statements have been prepared accordingly using reverse acquisition accounting. The key features of this basis of consolidation are as follows: • The consolidated profit and loss account for the year ended 31 December 2002 included the results of the former GPG for the year then ended and of the former Brunel from the date of acquisition. • The share capital and statutory reserves as at 31 December 2002 related to GPG, but the consolidated profit and loss account reserves were based on the pre-acquisition profit and loss account reserves of the former GPG as reduced by a reverse acquisition reserve (which represented the extent to which the reserves of the former GPG were capitalised as a result of the reverse acquisition). 2. 2003 ACQUISITIONS AND DISPOSALS In February 2003, GPG transferred its investment in Coats plc to Coats Group Ltd, a joint venture in which GPG has a 63.97% economic interest but in which GPG's voting rights are restricted to 50.00%. In May 2003 GPG reduced its investment in Turners Auctions Ltd from 38.78% to 19.99%. This sale generated a gain of £4.0 million and from that date Turners Auctions Ltd ceased to be an associate. In November 2003, GPG sold the remainder of its shares in Turners Auctions Ltd, generating a further gain of £7.4 million. In August 2003 Staveley Inc disposed of the Non- destructive Testing Division of its North American subsidiary Staveley Services North America Inc., producing a gain on disposal of £19.1 million. 3. ASSOCIATES AND JOINT VENTURES The Group's significant associate and joint venture entities are as follows: 31 December 31 December 2003 2002 Coats Group 63.97% n/a Nationwide Accident Repair Services 50.00% 50.00% Harcourt Hill Estate 50.00% 50.00% Dawson International 29.91% 29.91% Capral Aluminium 34.26% 31.26% Green's Foods 28.91% 22.93% Turners Auctions n/a 38.78% 4. EARNINGS PER SHARE Basic earnings per share is calculated on a net basis using the earnings attributable to ordinary shareholders of £64.0m (2002: £42.5m) and the weighted average number of ordinary shares in issue during the year of 689.6m (2002: 667.2m) and amounts to 9.28 pence (2002: 6.36 pence). For this purpose, the weighted average number of shares for 2002 represents the number of the former GPG's shares in issue up to 13 December 2002 and the number of GPG shares in issue from that date. The shareholders in the former GPG received 1 share in GPG for each of their existing shares in the former GPG as part of the reverse acquisition described earlier. Earnings per ordinary share for 2002 have been adjusted for the 2003 Capitalisation issue of shares. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares, being share options granted to employees, Convertible Loan Notes and Capital Notes. 5. DIVIDEND The Directors propose a final ordinary dividend of 1.00 pence per share for the year ended 31 December 2003, payable on 17 May 2004. No interim dividend was declared during the year. The proposed final dividend is subject to a right for shareholders to elect, instead of the cash dividend, to receive one new ordinary share for every 70 existing shares held at the appropriate record date. An interim dividend of 0.91 pence (adjusted to reflect the 2003 Capitalisation Issue) in respect of the year to 31 December 2002 was paid on 19 May 2003 to GPG shareholders. No final dividend was paid for the year ended 31 December 2002. There are local regulatory differences in the countries in which the Group's shares are listed, which can result in different taxation treatment and timing. This may have a significant effect on the tax treatment of the dividend for shareholders resident outside the UK. The tax treatment of the cash dividend and the scrip dividend alternative, including the availability of tax credits such as franking credits, will be dealt with more fully in the Circular which will accompany the Company's Annual Report and Accounts (see note 6 below). Shareholders are advised to obtain their own professional advice. 6. PROPOSED YEAR END TIMETABLE 2004 The Annual General Meeting of the Company will be held on 12 May 2004. A circular which will contain details of the Dividend, the Scrip Dividend Alternative and the 2004 Capitalisation Issue ("the Circular") will be posted shortly. The Circular, together with the forms of Election and Notices of Entitlement to the Scrip Dividend Alternative, will accompany the 2003 Report & Accounts. In order to accommodate the different market practices of the London Stock Exchange ("LSE"), Australian Stock Exchange ("ASX") and New Zealand Stock Exchange ("NZX"), being those markets on which GPG's shares are quoted and subject to approval of the Capitalisation Issue by shareholders, the Stock Events timetable will be as follows*: ------------------------------------------------------------------------------ Preliminary announcement of results, Dividend and Scrip Dividend 2.03.04 Alternative and Capitalisation Issue Shares marked ex-dividend (ASX) 5.03.04 Shares marked ex-dividend (UK) 10.03.04 Record date for dividend 12.03.04 Head securities quoted ex-dividend (NZX) 15.03.04 Final date for receipt of Scrip Dividend elections 10.05.04 Final date for receipt of AGM proxies 10.05.04 AGM (11:00am UK time) 12.05.04 Allotment of Scrip Shares (5:00pm UK time) 14.05.04 Payment of Cash Dividend** 17.05.04 Update of UK CREST accounts (5:00am UK) 17.05.04 Dealings commence in Script Dividend Shares 17.05.04 Dispatch of Scrip Dividend Share Certificates (UK) and holding 17.05.04 statement (AUS) Shares marked Ex-Capitalisation and bonus shares traded on deferred 17.05.04 settlement basis (ASX) Dispatch of FASTER mailings notifying NZ holders of the change in 18.05.04 holdings following the Scrip Dividend allotment Record date for Capitalisation Issue 21.05.04 Head shares marked Ex-Capitalisation in NZ 24.05.04 Allotment of Capitalisation (5:00pm UK time) 24.05.04 Last day of deferred settlement trading on ASX 24.05.04 Update of UK CREST accounts (5:00am UK time) 25.05.04 Shares marked Ex-Capitalisation in UK 25.05.04 Dealings commence in Capitalisation Shares 25.05.04 Post out Capitalisation Shares Certificates (UK) and holding 25.05.04 statements (Australia) Dispatch of FASTER statements in NZ notifying NZ holders of change 31.05.04 in holdings following Capitalisation Issue ------------------------------------------------------------------------------ Notes: * Actions take place on all three Exchanges on the date specified unless otherwise indicated. ** The cash payment will be made to Shareholders on the Australian and New Zealand share registers in Australia and New Zealand dollars respectively, calculated at the rates of exchange ruling at 4:30pm (UK time) on 10 May 2004. Shareholders on all three registers will have the opportunity to elect for one of the other two currencies, and a circular containing further information and a currency election form will be circulated with the Notice of AGM. To ensure the integrity of the registers over record dates and 'ex' dates the 3 registers will be closed for transmissions between the registers at certain times. 7. ISSUES OF SHARES During the year, the movements on the Company's share capital were as follows: Ordinary 5p shares in issue 1 January 2003 621,888,241 Exercise of options 465,303 Scrip dividend alternative 8,211,461 Share buy-back (10,419,320) Capitalisation issue 63,301,316 Conversion of CLNs 5,773,174 ----------- Total GPG 5p shares in issue 31 December 2003 689,220,175 ----------- 8. NON-STATUTORY ACCOUNTS This announcement does not constitute full financial statements. The Company's full financial statements for the year ended 31 December 2003, which are being prepared in accordance with UK GAAP, are in the process of being audited but have not yet been signed by the auditors. The financial information for 2002 has been extracted from the latest published accounts. These accounts have been delivered to the Registrar of Companies. The report of the auditors on the 2002 accounts was unqualified and did not contain a statement under s237(2) or s237(3) of the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange

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