Interim Results
Guinness Peat Group PLC
4 September 2001
GUINNESS PEAT GROUP plc
('GPG' or 'the Company')
Interim Results for the Six Months to 30 June 2001
Chairman's Statement
Another satisfactory half year for GPG with an active
investment program and several good realisations which
contributed to the profit of £12.3 million. This is after
writing off our investment of £5.3 million in Otter Gold
Ltd (which is, hopefully, an extreme case scenario) and
exchange losses of £3.1 million for the period.
As mentioned in previous Reports, the results of six
monthly periods are not an accurate guide to GPG's
performance, which can only be properly measured over a
period of some years. Nevertheless, the first half of
the 2001 year represents a pleasing combination of
genuine progress and an improved accounting result.
We have continued to pursue various avenues of
'shareholder activism' with mixed success, but overall to
the advantage of GPG and other investors. In March, we
reported on our substantial investment in Inchcape plc,
where we have been an advocate for change in business
strategy, which, in our view, would enhance shareholder
value. Although Inchcape has not accepted these
arguments, the market value of the shares has been re-
rated on other factors which may be only of temporary
duration. We have therefore sold approximately half of
our shareholding, although we remain one of the largest
holders in the company.
We have also acquired an 8% stake in Inchcape Motors Ltd
in Singapore, which is 63% owned by Inchcape plc. We do
not believe the additional public listing has any logical
merit for Inchcape, or for minorities, and GPG has a
possible role as a catalyst for alternative proposals
which may be to the greater advantage of all shareholders
in the company.
Commencing in 1999, GPG accumulated a large shareholding
in Time Products plc and was instrumental in influencing
and negotiating a management buyout earlier this year.
Time Product's specialised business (fashion watches) and
strong family heritage was ultimately more suited to
private ownership than as a public company. This
transaction settled after 30 June and will appear in the
full year accounts.
Staveley Industries plc, the former 'bete noire' of our
share portfolio, completed its first six months as a
wholly-owned subsidiary with a modest, but acceptable,
contribution of £2.2 million. As a logical structural
change, we have divided the UK and USA businesses into
two separately managed and reporting units to reflect the
distinctly different industries in which they operate.
The US manufactures and supplies testing equipment and
services whereas the UK provides various forms of
mechanical and electrical contracting and maintenance and
is also a major supplier of fire protection systems. The
UK operations, in particular, would be more effective on
a larger scale and we continue to examine a number of
possibilities for rationalisation by way of merger, sale
or acquisition.
New Zealand has produced plenty of activity this year,
albeit some of it rather unrewarding to date.
Enza has been embroiled in non-stop controversy from the
day GPG became a major shareholder in August 2000. A
legacy of poor commercial decisions on behalf of growers
by the former Apple & Pear Marketing Board, combined with
more demanding overseas markets, has placed great
pressure on the industry and GPG has contributed a
disproportionate level of responsibility and commitment
to resolve these issues.
Forthcoming deregulation likely presages a further
unsettled period, but in the longer run (say, two years)
should be favourable for Enza which will continue to
represent the bulk of the industry, based purely on
competitive merit and experience. A less attractive, but
conceivable scenario, is the total collapse of New
Zealand's fruit experts without some moderation by
disruptive minority elements.
GPG's investment is NZ $6.7 million, which is important,
but not critical, if Enza fails to realise the potential
which we still believe it has in the future.
As most New Zealand shareholders will already be well
aware, Otter Gold has proved to be a resounding 'dud'.
It is small comfort that the problems derive entirely
from the previous convoluted regime, but which does not
disguise GPG's misjudgment in the level and timing of our
investment in this company. Having 'bitten the bullet'
to write-off the book value of our shareholding, we are
nevertheless tackling the recovery process with full
vigour and some salvage can be reasonably anticipated in
future years.
Since 30 June, we have sold our shares in Wrightson Ltd,
for more than double our entry price, thus concluding
GPG's role in a mutually successful association over the
past two years.
The recent NZ$250 million (£75 million) Capital Notes
offer to New Zealand investors was well received and is
expected to be fully subscribed. There are no specific
plans for the additional funding which will augment
existing strong liquidity and other sources of capital
when required.
A lower profile for GPG in Australia but, more
importantly, sound and steady progress in a number of
areas.
Joe White Maltings Ltd continues to gain in strength
after years in the doldrums and is now a 51% subsidiary
of GPG as a consequence of the purchase of additional
shares during the period.
The acquisition of 27% of Capral Aluminium earlier in the
year was timely in view of the subsequent sharemarket
resurgence of the building products sector. We are
represented on the Board of the company and look forward
with confidence to future performance.
In the last Annual Report, we referred to the creation of
Tomorrow Ltd to invest in 'special situations' in the
technology sector. This was a worthwhile experiment, but
did not make the impact we originally hoped and the
structure has been dismantled without material loss and
before 'cash burn' exceeded a minimal level.
Overall, the year 2001 (the eleventh since the new Board
assumed control in 1990) has so far been a good one for
GPG. We intend to maintain the momentum in the remaining
months of the current financial period to 31 December and
we look forward to presenting an entirely positive report
to shareholders in March 2002.
Ron Brierley,
Chairman,
4 September 2001
Enquiries:
Guinness Peat Group plc 020 7236 0336
Blake Nixon, Executive Director
Square Mile BSMG Worldwide 020 7601 1000
Kevin Smith/Becky Jewers
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the six months ended 30 June 2001
6 months 6 months Year
ended ended ended
30 June 30 June 31
2001 2000 December
Unaudited Unudited 2000
£000 Restated Audited
£000 £000
Group turnover 189,322 66,749 148,200
======== ======== ========
Group operating profit 20,272 10,477 20,255
Share of operating profit of
joint ventures and associates (3,695) 2,065 2,723
_________ ________ ________
Profit before interest payable 16,577 12,542 22,978
Interest payable (1,339) (388) (2,001)
_________ ________ ________
Profit before taxation 15,238 12,154 20,977
Taxation (1,244) (1,011) (2,309)
_________ ________ ________
Profit after taxation 13,994 11,143 18,668
Minority interests (1,688) 364 72
_________ ________ ________
PROFIT ATTRIBUTABLE TO ORDINARY
SHAREHOLDERS 12,306 11,507 18,740
Dividends proposed - - (4,757)
_________ ________ ________
Profit retained for the period 12,306 11,507 13,983
========= ======== ========
Earnings per Ordinary share
- basic (pence) 2.34 2.05 3.46
Dividends per Ordinary share
(pence) - - 0.91
CONSOLIDATED BALANCE SHEET
As at June 2001
30 June 30 June 31
2001 2000 December
Unaudited Unaudited 2000
£000 Restated Audited
£000 £000
Fixed assets
Intangible assets (2,986) (934) (3,152)
Tangible assets
48,959 33,882 50,552
Investments 214,808 178,601 199,615
________ _______ _______
260,781 211,549 247,015
________ _______ _______
Current assets
Debtors 75,471 29,969 76,554
Stocks/Development work in
progress 22,653 21,726 21,682
Investments 19,099 19,592 31,277
Cash at bank 53,680 90,775 58,924
________ _______ _______
170,903 162,062 188,437
________ _______ _______
Creditors: amounts falling due
within one year
Trade and other creditors (79,237) (30,403) (84,725)
Convertible subordinated
loan notes (3,863) - (3,863)
Other borrowings (6,822) (16,291) (18,304)
________ ________ ________
(89,922) (46,694) (106,892)
________ ________ ________
Net current assets 80,981 115,368 81,545
________ ________ ________
Total assets less current
liabilities 341,762 326,917 328,560
Creditors: amounts falling due
after one year
Trade and other creditors (923) (840) (758)
Convertible subordinated
loan notes (15,450) (19,313) (15,450)
Other borrowings (8,938) (7,932) (11,456)
________ ________ ________
(25,311) (28,085) (27,664)
Provisions for liabilities and
charges (10,185) (4,208) (10,740)
________ ________ ________
Net assets 306,266 294,624 290,156
======== ======== ========
Capital and reserves
Share capital 53,578 47,567 47,567
Share premium 11,628 17,432 17,432
Capital redemption reserve 3,863 3,863 3,863
Profit and loss account 219,015 206,444 203,341
_______ _______ _______
EQUITY SHAREHOLDERS' FUNDS
288,084 275,306 272,203
Minority interests (equity) 18,182 19,318 17,953
_______ ________ _______
306,266 294,624 290,156
======= ======== =======
Net assets per share*
- (pence) 53.77 52.62 52.02
- (Australian cents) 148.83 132.66 139.86
- (New Zealand cents) 188.18 169.21 175.62
* The net assets per share for June 2000 and December 2000 have been
adjusted for the 2001 Capitalisation Issue.
CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30 June 2001
6 months 6 months Year
ended ended ended
30 June 30 June 31
2001 2000 December
Unaudited Unaudited 2000
£000 Restated Audited
£000 £000
Net cash inflow from operating
activities 31,274 23,631 26,961
Dividends received from
associates 396 342 13,476
Returns on investments and
servicing of finance (1,372) (565) (2,528)
Taxation (1,104) (444) (626)
Capital expenditure and
financial investment (17,570) (3,609) (53,583)
Acquisitions and disposals (586) (6,703) (4,655)
Equity dividends paid (1,033) (4,662) (4,662)
________ ________ ________
Cash inflow / (outflow) before
management of liquid resources
and financing 10,005 7,990 (25,617)
Management of liquid resources 8,607 (6,289) 25,063
Financing
Issue of ordinary shares 207 274 (74)
(Decrease)/increase in debt (13,318) (1,016) 5,787
________ ________ _________
Increase in cash in the period 5,501 959 5,159
________ ________ _________
Reconciliation of net cash flow
to movement in net funds
Increase in cash in the period 5,501 959 5,159
Cash (inflow) / outflow from
liquid resources (8,607) 6,289 (25,063)
Cash outflow / (inflow) from
decrease / increase in debt 13,318 1,016 (5,787)
________ ________ _________
Change in net funds resulting
from cash flows 10,212 8,264 (25,453)
Acquisition of subsidiaries - (21,250) (21,453)
Currency translation
differences (1,456) (2,423) (5,653)
________ _________ _________
Other non-cash movements
(see below) - (19,313) (19,313)
Movement in net funds for
the period 8,756 (34,722) (72,110)
Opening net funds 9,851 81,961 81,961
________ _________ ________
Closing net funds 18,607 47,239 9,851
________ _________ ________
Non-cash transaction
On 2 June 2000, the Company repurchased 38.6 million shares for an
aggregate consideration of £19,313,000 which was settled through the
issue of Convertible Subordinated Loan Notes.
NOTES TO THE FINANCIAL STATEMENTS
1. The interim financial information has been prepared
on a basis consistent with the accounting policies
adopted in the group's financial statements for the
year ended 31 December 2000.The comparatives for the
period ended 30 June 2000 have been restated to
consolidate Joe White Maltings Ltd and equity
account Wrightson Ltd in line with the treatment
adopted in the financial statements for the year
ended 31 December 2000. In addition, for consistency
with the current period,the Convertible Subordinated
Loan Notes ('CLNs') have all been classified at 30
June 2000 as being repayable after more than one
year ( see note 4 below). These changes have
increased the profit for the period to 30 June 2000
by £917,000 including £962,000 from the release
of negative goodwill.
2. Abridged accounts (Companies Act 1985) - The
information for the year ended 31 December 2000 has
been extracted from the latest published accounts
which have been delivered to the Registrar of
Companies. The report of the auditors on those
accounts was unqualified.
3. Earnings per share - The calculation of earnings per
Ordinary share is based on profit after taxation
attributable to shareholders and the weighted
average number of 525,888,368 Ordinary shares in
issue during the period. The comparatives for the
periods to 30 June 2000 and 31 December 2000 have
been adjusted for the Capitalisation Issue which
took place in May 2001.
4. On 6 July 2001, those holders of the Company's
CLNs who elected to convert their Election
Amounts were issued with 3,474,801 Ordinary shares
of 10p each ('Conversion Shares') and the remaining
noteholders were repaid Redemption Amounts of £2.2
million in cash. The Conversion Shares were
ineligible to receive any interim dividend declared
for the half year to 30 June 2001. As no interim
dividend has been declared, the Conversion Shares
will, with immediate effect, rank equally with the
other shares of the Company,resulting in there being
539,255,890 fully paid Ordinary shares of 10p each
in issue. Following application to the London,
Australian and New Zealand Stock Exchanges, the
separate quotation of the Conversion Shares will
cease.
5. Dividends - The directors have not recommended the
payment of an interim dividend. The dividend of
1.00p per share for the year ended 31 December 2000
has been adjusted for the 2001 Capitalisation Issue.
6. Publication - This statement is being sent to
shareholders and copies will be available at the
registered office of the Company, 2nd Floor, 21-26
Garlick Hill, London, EC4V 2AU.