Interim Results

Guinness Peat Group PLC 28 August 2003 GUINNESS PEAT GROUP plc ("GPG" or "the Company") Interim Results for the six months to 30 June 2003 Chairman's Statement Another 6 months of steady progress, of which the outstanding feature was the successful conclusion to the takeover offer for Coats plc. As a consequence, GPG now holds 64% of the joint venture company which, in turn, holds 100% of Coats ordinary shares. The joint venture acquisition cost approximately £400 million, which was partly financed by an advance of £248 million from Bank of Scotland. Subsequently, this is being consolidated with Coats own borrowings so that the financial profile will be - Shareholders' Funds £149 million and various bank loans £483 million (£446 million net of cash). It is intended to reduce borrowings to a more permanent lower level and in the first instance various surplus properties will be sold and the UK bedwear manufacturing business is in negotiations for sale. After a series of disposals in recent years, Dorma bedwear is the last remaining "non core" division and Coats is now otherwise, for the first time in decades, exclusively focussed on its traditional thread business in which it is the clear world leader. Coats has a proud history, having been listed on the Stock Exchange since 1909 and, in its prime, was reputed to be the largest company in the UK. It has always been synonymous with the best of British industry, although the changed economics of textile manufacture means that much of the company's overall production is now located in developing countries around the world (operating with 31,000 employees in 63 countries, including manufacturing plants in 40 of those). The future performance of Coats will obviously be an important component of GPG's results and we are confident it will be a worthy contributor. In conjunction with the takeover offer, GPG received a pre acquisition dividend of £4.5 million less a preliminary accounting loss of £1.3 million, both of which are included in the half year results. GPG's cash balance at 30 June was £156 million which is slightly at the higher end of our normal desired operating range. As we have stated before, there is a cost involved in maintaining a high level of liquidity but, in our view, it is more than compensated by advantages of flexibility, safety and the capacity to act quickly when required. Consistent with our cash philosophy, we are currently making another issue of capital notes in New Zealand which also facilitates an increased level of investment in New Zealand companies, notably to date, Turners & Growers, Rubicon and Tower. GPG provided strong support for Tower's "rights" offer and now holds 17% of the issued capital. The original proposal to subscribe for 30% of Tower was not well received by other major shareholders, possibly due to a failure to recognise that the NZ$200 million capital injection is only the first of a number of measures requiring strong and experienced proprietorial input to redress what has emerged as very poor management and direction since demutualisation. Since GPG's previous NZ$250 million capital notes issue in 2001, the NZ$ has appreciated quite considerably but GPG's liability is fully hedged against a payment of £70 million (= NZ$195 million at current exchange rates) in 2006 and interest accruals well below the initial 9% coupon rate. The half year result includes profits on the sales of shares in Abelle (which we received as consideration in a takeover offer for our previous 42% holding in Aurora Gold), Turners Auctions, Brickworks and Caltex. There was also an exchange gain of £27 million on the value of Australian and New Zealand assets of which £14 million is recorded in the revenue accounts and £13 million transferred direct to reserves. This effectively reverses corresponding losses in past years' accounts and reinforces the view that GPG's diverse currency exposure is neutral in the long run. A big disappointment, particularly after earlier success, has been the recent performance of Dawson International, the Scottish textile and "Ballantyne" cashmere manufacturer. As a consequence, we have written down the book value of the shares to 10p each, closer to the anticipated level at which GPG will have the option to subscribe for more shares. This results in a charge to profits of £9 million, of which some is so called "equity accounting" and the balance correctly denominated. GPG is now taking a much stronger role in Dawson's management and direction. GPG was a somewhat reluctant seller of the residual 5% holding in Brickworks which had been a very good investment over a 3 year period, (partly due to our own agitation for change). However, Brickworks has paid a very full price for the acquisition of Bristile which, although undoubtedly the right industry move in the longer term, loads an additional A$600 million of debt on an already distorted capital structure, so GPG prefers to watch from the sideline, at least for the time being. The updated "simplified" Balance Sheet provides a useful snapshot of GPG's investment profile as distinct from a conventional group balance sheet. Since 30 June, there has been increased investment in Tower, various UK portfolio stocks and the sale of part of Staveley USA but otherwise no material change. SIMPLIFIED BALANCE SHEET AT 30 JUNE 2003 £m Cash at Bank 156 Debtors 6 Coats 80 Nationwide 9 Staveley (UK & USA) 16 Canberra Investment Corp 11 De Vere 34 Turners & Growers 39 Future tax benefit 3 Share portfolio 151 _______ TOTAL ASSETS 505 Creditors (19) Note issues (75) _______ SHAREHOLDERS' FUNDS £411 So far, there has been plenty of activity in the second half, which, hopefully, will convert to another satisfactory result for the full year to 31 December 2003. Ron Brierley CHAIRMAN 28 August 2003 Enquiries: Weber Shandwick Square Mile Kevin Smith/Josh Royston Telephone: 020 7067 0700 Dr Gary Weiss,Executive Director(Sydney) Telephone: (00 61) 2 8298 4300 Consolidated Profit and Loss Account 6 months 6 months Year ended ended ended 30 June 30 June 31 December 2003 2002 2002 Unaudited Unaudited Audited £000 £000 £000 Group turnover 320,097 254,505 514,836 ______________________________________________________________________________ Group operating profit 45,395 31,539 46,863 Share of operating profit of joint ventures and associates 4,810 1,376 2,534 ________ ________ ________ 50,205 32,915 49,397 Profit on sale of subsidiary - discontinued operations - - 12,238 ________ ________ ________ Profit before interest payable 50,205 32,915 61,635 Interest payable and similar charges (10,884) (4,244) (10,546) ________ ________ ________ Profit before taxation 39,321 28,671 51,089 Taxation (14,380) (7,199) (5,203) ________ ________ ________ Profit after taxation 24,941 21,472 45,886 Minority interests (1,199) (1,451) (3,425) _______________________________________________________________________________ PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 23,742 20,021 42,461 _______________________________________________________________________________ Dividends proposed - - (6,252) ________ ________ ________ PROFIT RETAINED FOR THE PERIOD 23,742 20,021 36,209 ________ ________ ________ Earnings per Ordinary Share - Basic (pence) 3.44p 3.04p 6.36p Dividends per Ordinary Share * (pence) - - 0.91p Consolidated Balance Sheet 30 June 30 June 31 December 2003 2002 2002 Unaudited Unaudited Audited £000 £000 £000 FIXED ASSETS __________________________________________________________________________________________________ Intangible assets (8,779) (5,309) (10,734) Tangible assets 75,641 69,481 74,349 Investments 251,951 226,452 256,189 _________ _________ _________ TOTAL FIXED ASSETS 318,813 290,624 319,804 _________ _________ _________ CURRENT ASSETS __________________________________________________________________________________________________ Debtors 140,468 124,745 128,727 Stocks/Development work in progress 43,512 53,637 13,981 Investments 21,347 34,887 36,874 Cash at bank 178,318 161,035 113,827 _________ _________ _________ TOTAL CURRENT ASSETS 383,645 374,304 293,409 _________ _________ _________ CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR __________________________________________________________________________________________________ Trade and other creditors (137,946) (143,722) (116,131) Convertible subordinated loan notes (3,425) (3,863) (3,863) Other borrowings (35,873) (54,461) (5,404) _________ _________ _________ TOTAL CURRENT LIABILITIES (177,244) (202,046) (125,398) _________ _________ _________ _________ _________ _________ Net current assets 206,401 172,258 168,011 _________ _________ _________ TOTAL ASSETS LESS CURRENT LIABILITIES 525,214 462,882 487,815 _________ _________ _________ CREDITORS: AMOUNTS FALLING DUE AFTER 1 YEAR __________________________________________________________________________________________________ Trade and other creditors (792) (1,344) (306) Convertible subordinated loan notes (3,425) (7,724) (7,725) Capital notes (67,887) (67,511) (67,765) Other borrowings (15,504) (8,207) (13,672) _________ _________ _________ TOTAL LONG-TERM CREDITORS (87,608) (84,786) (89,468) _________ _________ _________ PROVISIONS FOR LIABILITIES AND CHARGES (10,107) (10,567) (15,784) _________ _________ _________ NET ASSETS 427,499 367,529 382,563 _________ _________ _________ CAPITAL AND RESERVES __________________________________________________________________________________________________ Share capital 34,823 60,704 31,094 Share premium account 2,162 7,312 1,344 Capital redemption reserve - 3,863 - Other reserve 260,596 - 263,761 Profit and loss account 113,056 276,048 71,966 __________________________________________________________________________________________________ EQUITY SHAREHOLDERS' FUNDS 410,637 347,927 368,165 __________________________________________________________________________________________________ Minority interests (equity) 16,862 19,602 14,398 _________ _________ _________ CAPITAL EMPLOYED 427,499 367,529 382,563 _________ _________ _________ Net assets per share * - (pence) 58.96 52.10 53.82 - (Australian cents) 145.07 141.49 153.87 - (New Zealand cents) 166.19 163.53 165.65 * The net assets per share for June 2002 and December 2002 have been adjusted for the 2003 Capitalisation Issue. Consolidated Cash Flow Statement 6 months 6 months Year ended ended ended 30 June 30 June 31 December 2003 2002 2002 Unaudited Unaudited Audited £000 £000 £000 Net cash inflow from operating activities 33,827 28,441 76,149 Dividends received from associates and joint ventures 1,915 1,362 2,955 Returns on investments and servicing of finance (5,706) (4,037) (10,148) Taxation (4,846) (1,950) (4,093) Capital expenditure and financial investment (16,038) (26,948) (59,132) Acquisitions and disposals 16,781 (14,179) (19,229) Equity dividends paid (2,113) (1,845) (1,924) __________ __________ __________ CASH INFLOW/(OUTFLOW) BEFORE MANAGEMENT OF LIQUID RESOURCES AND FINANCING 23,820 (19,156) (15,422) Management of liquid resources (67,103) 19,302 85,866 Financing Issue of ordinary shares 372 1,481 1,670 Increase/(decrease) in debt 30,083 4,522 (44,355) _____________________________________________________________________________________________________ (DECREASE)/INCREASE IN CASH FOR THE PERIOD (12,828) 6,149 27,759 _____________________________________________________________________________________________________ RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS (Decrease)/increase in cash for the period (12,828) 6,149 27,759 Cash outflow/(inflow) from decrease/increase in liquid resources 67,103 (19,302) (85,866) Cash (inflow)/outflow from increase/decrease in debt (30,083) (4,522) 44,355 __________ __________ __________ Change in net funds resulting from cash flows 24,192 (17,675) (13,752) Acquisition of subsidiaries - (45,682) (49,889) Disposal of subsidiaries - - 2,491 Currency translation differences 11,301 3,633 (1,448) Other non-cash movements (see note below) 1,313 - 2,866 __________ __________ __________ Movement in net funds for the period 36,806 (59,724) (59,732) Net funds as at 1 January 15,398 75,130 75,130 _____________________________________________________________________________________________________ CLOSING NET FUNDS 52,204 15,406 15,398 _____________________________________________________________________________________________________ Non-cash transactions: On 13 December 2002 the shares in the former GPG were acquired by the former Brunel, as part of a reverse acquisition takeover, in exchange for an issue of shares in that company. On 31 December 2002 the Group in effect sold a 19.96% interest in ENZA Ltd, formerly a 100% subsidiary, in return for an additional 34.12% of Turners & Growers Ltd, formerly a 45.92% associated undertaking. On 14 February 2003 the Group redeemed 4,378,034 convertible subordinated loan notes, amounting to £1,313,000, satisfied by the issue of Ordinary Shares. NOTES TO THE INTERIM FINANCIAL INFORMATION 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 2002. 2. Abridged accounts (Companies Act 1985) - The information for the year ended 31 December 2002 is based on the latest published accounts which have been delivered to the Registrar of Companies. 3. Coats Group Ltd ("Coats Group"), a joint venture company in which GPG holds a 64% economic interest and a 50% voting interest, became the parent company of Coats plc ("Coats") when its offer for Coats was declared unconditional on 7 April 2003. Coats Group contributed a loss of £1,274,000 before taxation during the period. 4. Having regard to the timing of the acquisition of Coats, it has not been possible to complete detailed investigations of the fair values of its assets at acquisition, which are therefore considered to be provisional. 5. The Group's significant associate and joint venture entities are as follows: 30 June 30 June 31 December 2003 2002 2002 Coats Group 63.97% n/a n/a Nationwide Accident Repair Services 50.00% 50.00% 50.00% Harcourt Hill Estate 50.00% 50.00% 50.00% Dawson International 29.91% n/a 29.91% Capral Aluminium 31.63% 30.04% 31.26% Green's Foods 25.93% n/a 22.93% Turners Auctions n/a 45.67% 38.78% Turners & Growers n/a 45.67% n/a 6. 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 689,566,792 Ordinary shares in issue during the six months. The comparatives for the six months to 30 June 2002 and the year to 31 December 2002 have been adjusted for the Capitalisation Issue which took place in May 2003. 7. Changes in the issued share capital during the six months to 30 June 2003 comprise the following: £000 At 31 December 2002 31,094 Employee Options exercised 9 Conversion of CLNs (14 February 2003) 144 Scrip Dividend Alternative shares issued (16 May 2003) 411 Capitalisation Issue (27 May 2003) 3,165 _______ At 30 June 2003 34,823 _______ 8. 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 2002 has been adjusted for the 2003 Capitalisation Issue. 9. On 4 July 2003, those holders of GPGUKH CLNs who elected to convert their Election Amounts were issued with 2,886,806 Ordinary shares of 5p each ("Conversion Shares") and the remaining CLN holders were repaid Redemption Amounts of £2.1 million in cash. As no Interim Dividend has been declared, the Conversion Shares will, with immediate effect, rank equally with the other shares of the Company. 10. On 9 July 2003, those holders of the Company's shares who elected to accept the Company's Buyback Offer were issued with 26,047,947 GPGUKH CLNs of 20p each in exchange for their holdings of 10,419,320 Ordinary shares of 5p each, leaving 688,929,218 fully paid Ordinary Shares of 5p each then in issue. 11. Publication - This statement is being sent to shareholders and copies will be available at the registered office of the Company, First Floor, Times Place, 45 Pall Mall, London SW1Y 5GP. UNITED KINGDOM First Floor, Times Place, 45 Pall Mall, London SW1Y 5GP Tel: 020 7484 3370 Fax: 020 7925 0700 AUSTRALIA c/o PKF Chartered Accountants and Business Advisers Level 10, 1 Margaret Street, Sydney NSW 2000 Tel: 02 9251 4100 Fax: 02 9240 9821 NEW ZEALAND c/o Computershare Investor Services Limited Private Bag 92119, Auckland 1020, New Zealand Tel: 09 488 8777 Fax: 09 488 8787 Registered in England No. 103548 This information is provided by RNS The company news service from the London Stock Exchange DCFB

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