9 Months Results
Creston PLC
29 September 2000
CRESTON PLC
Preliminary Results for the nine month period ended 31 March 2000
Chairman's Statement
The nine month period ended 31 March 2000 has been one of considerable
activity and change for the group. Shareholders will be aware that in view of
the market sentiment against property companies, particularly those with small
market capitalisations, a change of strategy was announced last October to
realise the value of the group's assets and return the proceeds to
shareholders. Following that announcement the sale of all of the portfolio,
except for one property ('Dougalston'), to companies in the Ashtenne Holdings
PLC group was agreed. Details of this disposal were set out in a circular to
shareholders on 16 February 2000. At an Extraordinary General Meeting on 3
March 2000 the disposal was approved by shareholders and completion of the
sale of most of the properties followed on 7 March. The sale of one property,
Telford, was subject to special conditions, I expect completion of the sale of
this remaining property will occur shortly.
The technical requirements of accounting standards have made the results for
the nine month period difficult to appreciate at a glance. Overall, ignoring
new shares issued and dividends paid and proposed, there was a reduction of
£2,418,000 in net assets for the period. Because we revalued our portfolio at
the interim stage to 31 December, accounting standards required the full loss
on properties sold at an overall loss to be charged to the profit and loss
account. However, similar adjustments for properties sold at an overall
profit could not be applied.
After the sale of the majority of the group's portfolio, we announced on 11
April 2000 a special dividend of 36p per ordinary share and this was paid on 5
May 2000. With the release of these results for the nine month period we now
propose a further, final, dividend of 32.5p per ordinary share. The level of
the final dividend has been set at the maximum amount that can be paid out as
a dividend at this stage. This is the amount equal to the balance available
on our distributable reserves having rounded down to the nearest half penny.
The proposed final dividend comprises two parts. First, the main element of
the final dividend proposed is a cash dividend of 31p per ordinary share.
Secondly, an additional final dividend is proposed in the form of a
distribution of shares in a newly incorporated subsidiary, Industrial &
Commercial Holdings plc ('ICH'), to shareholders. The value of this element
of the final dividend represents a further dividend of 1.5p per ordinary
share. The principal asset of ICH is the one remaining property held by the
group, Dougalston. In this way, the ownership of Dougalston is being
transferred to shareholders in the form of a separate corporate vehicle. The
value of Dougalston, and the value of ICH, at present is quite small but there
is the possibility of achieving residential planning permission in the future,
although we consider this unlikely in the short term. If planning consent
were to be obtained in the future it is likely that the value of the shares in
ICH would rise considerably. Making this distribution of the shares in ICH
will leave Creston plc as a shell company. Because of the special nature of
this proposed dividend in the form of shares in ICH a circular has been
drafted to provide more detail of this proposed transaction and a copy of this
circular accompanies this preliminary announcement.
The total dividends therefore paid and proposed in respect of the nine month
period have been an initial special dividend of 36p and the proposed final
dividend of 32.5p, making a total of 68.5p per ordinary share. These
dividends have been reflected in the attached accounts and, after these
dividend payments, the net asset value per share of the company is 86p per
share. These net assets are mainly represented by cash. There are two
principal options open to the company: either to make further payments to
shareholders by way of a capital reorganisation, or seek a new business
activity for the company. The board continues to carefully consider these
options. During the course of this calendar year to date there has been a
certain level of speculation about the future of the company but at this stage
neither of the two principal options has been ruled out.
As a result of the sale of the group's portfolio Tom King, Carl Fry and Ronald
Hooker have left the board, and in addition, most of the group's staff have
also left the company. I would like to thank all of the personnel involved
for their contributions. Their efforts have been considerable and are much
appreciated by the board.
David C Marshall
Chairman
29 September 2000.
Consolidated Profit and Loss Account
for the period ended 31 March 2000
Nine months Year
ended ended
31 March 2000 30 June 1999
£000 £000
Turnover 5,037 6,395
Cost of sales (2,282) (2,687)
Gross profit 2,755 3,708
Administrative expenses
(including exceptional costs of £175,000
(1999 - £759,000)) (1,127) (2,099)
Operating profit 1,628 1,609
(Loss) profit on disposal of investment
properties (174) 2,345
Exceptional losses arising from disposal
of property portfolio (4,322) -
Exceptional costs arising on closure of
property operations (444) -
(Loss) profit on ordinary activities before
interest (3,312) 3,954
Net interest payable
(including exceptional costs of £726,000
(1999 - £nil)) (1,942) (2,214)
(Loss) profit on ordinary activities before
taxation (5,254) 1,740
Tax credit on (loss) profit on ordinary activities - 219
(Loss) profit for the financial period (5,254) 1,959
Dividends (6,581) (262)
Retained (loss) profit for the financial period £(11,835) £1,697
(Loss) earnings per share (59.2)p 22.0p
Diluted (loss) earnings per share (59.2)p 20.1p
Dividends per share:
Special dividend paid 5 May 2000 36p -
Final cash dividend proposed (see below) 31p 3p
Final non-cash dividend proposed (see below) 1.5p -
All activities derive from continuing operations that are in the process of
discontinuing.
Subject to authorisation at the annual general meeting on 16 November 2000,
the final cash and non-cash dividends proposed will be paid on 17 November
2000 to shareholders registered on 27 October 2000. The shares are expected
to be quoted ex-dividend on 23 October 2000.
Consolidated Balance Sheet
at 31 March 2000
31 March 30 June
2000 1999
£000 £000
Fixed assets
Investment properties 1,086 36,745
Other tangible fixed assets 12 34
1,098 36,779
Current assets
Stocks 1,200 4,297
Debtors 2,385 2,200
Cash at bank and in hand 13,579 767
17,164 7,264
Creditors: amounts falling due within one year
including convertible debt (10,038) (4,670)
Net current assets 7,126 2,594
Total assets less current liabilities 8,224 39,373
Creditors: amounts falling due after more than
one year including convertible debt - (23,108)
Net assets £8,224 £16,265
Capital and reserves
Called up share capital 952 868
Share premium account 3,415 2,541
Revaluation reserve - 4,510
Special reserve 2,385 1,386
Other reserve 1,385 1,562
Capital redemption reserve 72 72
Profit and loss account 15 5,326
Total equity shareholders' funds £8,224 £16,265
Net asset value per share 86p 187p
Statement of Total Recognised Gains and Losses
for the period ended 31 March 2000
Nine months Year
ended ended
31 March 2000 30 June 1999
£000 £000
(Loss) profit for the financial period (5,254) 1,959
Surplus on revaluation of properties in period 1,229 3,183
Prior period revaluation deficits charged to
profit and loss account in period 1,784 -
Total recognised gains and losses for the period £(2,241) £5,142
Reconciliation of Movements in Shareholders' Funds
for the period ended 31 March 2000
Nine months Year
ended ended
31 March 2000 30 June 1999
£000 £000
Total recognised gains and losses for the
period (2,241) 5,142
Issue of new ordinary shares 958 -
Repurchase of ordinary shares - (404)
Net negative goodwill transferred to profit
and loss account following closure of property
operations of respective subsidiaries (177) -
Dividends paid and proposed (6,581) (262)
Net (reduction) addition to shareholders' funds (8,041) 4,476
Opening total equity shareholders' funds 16,265 11,789
Closing total equity shareholders' funds £8,224 £16,265
Historical Cost Profits and Losses
for the period ended 31 March 2000
Nine months Year
ended ended
31 March 2000 30 June 1999
£000 £000
Reported (loss) profit on ordinary activities
before taxation (5,254) 1,740
Realisation of property revaluation surplus
(deficit) 7,523 (146)
Historical cost profit on ordinary activities
before taxation 2,269 1,594
Historical cost profit for the period £2,269 £1,813
Consolidated Cash Flow Statement
For the period ended 31 March 2000
Nine months Year
ended ended
31 March 2000 30 June 1999
£000 £000
Net cash inflow from operating activities 2,327 4,833
Returns on investments and servicing of finance
Interest received 37 56
Interest paid (1,804) (2,261)
Exceptional costs paid relating to redemption
of loans (1,085) -
Net cash outflow from returns on investments
and servicing of finance (2,852) (2,205)
Taxation
UK corporation tax refund - 274
Capital expenditure and financial investment
Additions to investment properties (2,042) (7,235)
Purchase of plant, vehicles and equipment - (12)
Sale of investment properties 34,831 7,377
Sale of plant, vehicles and equipment 7 2
Net cash inflow from capital expenditure and
financial investment 32,796 132
Equity dividends paid (268) -
Management of liquid resources
Cash invested on short term treasury deposits (12,950) -
Net cash inflow before financing 19,053 3,034
Financing
Issue of share capital for cash consideration 158 -
Purchase of own shares - (404)
Repayment of loans (19,349) (330)
Repurchase of 6% convertible redeemable unsecured
loan stock - (2,425)
Net cash outflow from financing (19,191) (3,159)
Decrease in cash £(138) £(125)
NOTE
The financial information set out in this announcement does not constitute the
company's statutory accounts for the period ended 31 March 2000 or the year
ended 30 June 1999, but is derived from those accounts. Statutory accounts
for the year ended 30 June 1999 have been delivered to the Registrar of
Companies and those for the period ended 31 March 2000 will be delivered
following the company's annual general meeting. The auditors have reported on
those accounts; their reports were unqualified and did not contain statements
under section 237(2) or (3) of the Companies Act 1985.
The announcement is prepared on the basis of the accounting policies as stated
in the previous year's accounts. There have been no changes to these
accounting policies.
The announcement was approved by the directors on 29 September 2000.