Interim Results - 6 Months to 31 December 1999
Creston PLC
28 April 2000
Interim Results for the six months ended 31 December 1999
Chairman's Statement
The results for the six months ended 31 December 1999 are shown in the
attached profit and loss account, statement of total recognised gains and
losses, and balance sheet. The background to the results for the six month
period is that a change of strategy was announced by the board on 18 October
1999 to realise the group's assets and return the proceeds to shareholders in
a tax efficient manner. As a result of this change of strategy, a disposal of
all of the portfolio, with the exception of one property ('Dougalston'), to
companies within the Ashtenne Holdings PLC ('Ashtenne') group was agreed.
Details of this disposal were set out in a circular to shareholders on 16
February 2000. The disposal was approved by shareholders at an Extraordinary
General Meeting on 3 March 2000 and completion of the sale occurred on 7 March
2000, with the exception of the group's property in Telford. This was because
the sales of some of the properties to Ashtenne were conditional upon specific
matters in relation to the individual properties, as set out in the circular,
and not all conditions in relation to Telford have yet been settled. I am
hopeful that the sale of this property will become unconditional in the near
future enabling the final tranche of the sales price from Ashtenne of
£2,800,000 to be received.
Two significant accounting adjustments in the accounts for the six months
ended 31 December 1999 have arisen as a result of the change of strategy.
First, the group's portfolio has been revalued based on the prices achieved
upon their disposal to Ashtenne. Because of the sale, accounting standards
require that the full loss on properties carried below cost must be charged to
the profit and loss account whereas surpluses over cost are accounted for in
the statement of total recognised gains and losses. Provision has also been
made in the profit and loss account for costs relating to the sale of the
portfolio. Secondly, the sale represents a termination of the group's
property activities and costs incurred after 31 December 1999, but which
relate to the termination, have been accrued in these accounts. Details of
the exceptional costs are given in the attached notes to the accounts.
After making the accounting adjustments referred to above, the profit and loss
account for the six months showed a loss of £5,410,000 compared with a profit
of £745,000 for the corresponding period of last year. However, positive
revaluation adjustments totalling £2,866,000 (nil in the corresponding period)
have been made to the group's investment properties resulting in a net
recognised loss after revaluation adjustments for the six months of
£2,544,000. The loss per share was 61.6p compared with earnings per share of
7.5p last time. Net assets per share, after making the adjustments referred
to above, were 155p. After completion of the sale of the properties on 7
March, broadly the group's assets now comprise cash of approximately 126p per
share and, the Telford property referred to above, which on completion will
result in further cash of 29p per share.
Following the successful disposal of the majority of the portfolio to
Ashtenne, on 11 April 2000 the board announced payment of a special dividend
of 36p per ordinary share. This constitutes a total distribution of
£3,456,000. The dividend will be paid on 5 May 2000. A further dividend will
be paid following the issue of the group's next statutory accounts of an
amount equivalent to the company's then distributable reserves. The group's
statutory financial period has been shortened to 31 March 2000 and the results
for the nine month period, together with details of the level of the further
dividend, will be announced in due course. Once the further dividend has been
paid, there will be a remaining balance of net assets retained within the
company. The board is considering whether the balance should be returned to
shareholders by way of a capital reorganisation or whether a new business
activity should be sought for the company.
After the sale to Ashtenne of the remaining property in Telford has been
completed, the group will hold only one investment property, Dougalston. This
property, which has a book value of £132,500, comprises 167 acres of land at
Dougalston Golf Club and Dowan Farm Milngavie, near Glasgow which has the
potential for residential development. The board believes that residential
planning consent is unlikely to be achieved in the short term and the board
are considering the options open to them in relation to this property.
As a result of the change in strategy, and the disposal of the portfolio, Mr
TP King and Mr CD Fry have left the board, and Mr RG Hooker has announced his
intention to retire at the end of this month. I would like to thank them for
their contribution to the development of the company over the years.
David C Marshall
Chairman
28 April 2000
Unaudited Consolidated Profit and Loss Account
for the six months ended 31 December 1999
Six months Six months Year
ended ended ended
31 December 31 December 30 June
1999 1998 1999
Notes £000 £000 £000
Turnover 2,876 2,107 6,395
Cost of sales ( 765) ( 440) (2,687)
Gross profit 2,111 1,667 3,708
Administrative expenses
(including exceptional
costs) 1 ( 824) (1,039) (2,099)
Operating profit 1,287 628 1,609
Profit on disposal of
investment properties 353 1,259 2,345
Exceptional losses arising
from disposal of property
portfolio 1 (4,833) - -
Exceptional provision for
closure costs 1 ( 458) - -
(Loss) profit on ordinary
activities before interest (3,651) 1,887 3,954
Net interest payable
(including exceptional
costs) 1 (1,759) (1,142) (2,214)
(Loss) profit on ordinary
activities before taxation (5,410) 745 1,740
Tax on (loss) profit on
ordinary activities - - 219
(Loss) profit for the
financial period (5,410) 745 1,959
Dividends 2 ( 6) - ( 262)
Retained (loss) profit for
the financial period (5,416) 745 1,697
(Loss) earnings per share 3 (61.6p) 8.3p 22.0p
Diluted (loss) earnings per
share 3 (61.6p) 7.5p 20.1p
All activities derive from discontinuing operations.
Unaudited Statement of Total Recognised Gains and Losses
for the six months ended 31 December 1999
Six months Six months Year
ended ended ended
31 December 31 December 30 June
1999 1998 1999
£000 £000 £000
(Loss) profit for the
financial period (5,410) 745 1,959
Unrealised surplus on
revaluation of properties 1,229 - 3,183
Prior period revaluation
deficits charged to profit
and loss account in period 1,637 - -
Total recognised gains and
losses for the period (2,544) 745 5,142
Unaudited Consolidated Balance Sheet
at 31 December 1999
31 December 31 December 30 June
1999 1998 1999
Notes £000 £000 £000
Fixed assets
Investment properties 35,248 27,457 36,745
Other tangible fixed assets 24 47 34
35,272 27,504 36,779
Current assets
Property stocks 2,665 10,407 4,297
Debtors 895 3,816 2,200
Cash at bank and in hand 119 215 767
3,679 14,438 7,264
Creditors: amounts falling due
within one year including
convertible debt (5,098) ( 6,622) (4,670)
Net current (liabilities) assets (1,419) 7,816 2,594
Total assets less current liabilities 33,853 35,320 39,373
Creditors: amounts falling due after
more than one year including
convertible debt (20,037) (22,793) (23,108)
Provisions for liabilities
and charges - ( 219) -
Net assets 13,816 12,308 16,265
Capital and reserves
Called up share capital 890 889 868
Share premium account 2,620 2,541 2,541
Revaluation reserve 7,019 1,478 4,510
Special reserve 1,591 1,386 1,386
Other reserve 1,562 1,562 1,562
Capital redemption reserve 72 51 72
Profit and loss account 62 4,401 5,326
Total equity shareholders' funds 13,816 12,308 16,265
Net asset value per share 3 155p 138p 187p
Notes to the Unaudited Interim Accounts
for the six months ended 31 December 1999
1. Exceptional items
Six months Six months Year
ended ended ended
31 December 31 December 30 June
1999 1998 1999
£000 £000 £000
The following exceptional
items are included in:
Administrative expenses
Exceptional provision for executive
directors' triennial bonus scheme 129 398 759
Exceptional losses arising from
disposal of property portfolio
Exceptional provision against
carrying value of property stocks 1,126 - -
Exceptional provision for permanent
diminution in value of investment
properties 1,188 - -
Exceptional elimination of prior
period revaluation deficits from
revaluation reserve 1,637 - -
Exceptional provision for costs
relating to the sale of portfolio 528 - -
Exceptional provision for other costs
arising from portfolio sale to
Ashtenne 354 - -
4,833 - -
Exceptional provision for closure
costs
Exceptional provision for redundancy
costs 458 - -
Net interest payable
Exceptional costs relating to
redemption of loans 732 - -
2. Dividends
No dividend is paid or proposed for the six months ended 31 December 1999 (six
months ended 31 December 1998 - no dividend). For the year ended 30 June 1999
a dividend of 3p per ordinary share was proposed. Following publication of
the accounts to 30 June 1999 additional shares were issued which ranked for
the 3p dividend and the dividend charge of £6,000 for the six months ended 31
December 1999 represents the dividend in respect of those additional shares.
As mentioned in the Chairman's Statement, following the successful disposal of
the majority of the portfolio to Ashtenne, a special dividend of 36p per
ordinary share was declared on 11 April 2000. This dividend will be paid on 5
May 2000.
3. (Loss) earnings per share, diluted (loss) earnings per share, and net
assets per share
(Loss) earnings per share is based on the loss for the financial period of
£5,410,000 (1998/99 interim: profit £745,000; 1998/99 final: profit
£1,959,000) divided by the weighted average number of ordinary shares in issue
during the period of 8,786,064 (1998/99 interim: 8,961,933; 1998/99 final:
8,891,083).
Diluted (loss) earnings per share is based on the loss for the financial
period of £5,410,000 (1998/99 interim: adjusted profit £825,000; 1998/99
final: adjusted profit £2,105,000) divided by the weighted average number of
shares in issue during the period of 8,786,064 (1998/99 interim: adjusted
10,986,194; 1998/99 final: adjusted 10,471,632).
Net assets per share is based on net assets of £13,816,000 (1998/99 interim:
£12,308,000; 1998/99 final: £16,265,000) divided by the number of shares at
the end of the financial period of 8,907,015 (1998/99 interim: 8,892,015;
1998/99 final: 8,682,015).
The financial information contained in this Interim Report does not constitute
statutory accounts within the meaning of section 240 of the Companies Act 1985
and has been neither audited nor reviewed by the auditors. The statutory
accounts for the year ended 30 June 1999 have been reported on by the auditors
and delivered to the Registrar of Companies. The auditors' report was
unqualified and did not contain a statement under section 237(2) or 237(3) of
the Companies Act 1985.
A copy of this report is being sent to the holders of ordinary shares.
Members of the public may obtain a copy from the company's registered office,
199 Piccadilly, London W1V 9LE.
For enquiries please contact
Mark Thompson, Creston plc Tel: 020 7292 6000