Cohen(A.) & Co PLC
3 July 2000
A.Cohen & Co Plc - Preliminary results statement -Year ended 31st December 1999
The preliminary results of A.Cohen & Co Plc and its subsidiary and associated
undertakings for the year ended 31st December 1999, approved at a meeting of the
Directors held today 3rd July 2000 together with the corresponding year ended
31st December 1998 are set out below
1999 1999
Continuing Discontinued 1999 1998
£000 Unaudited Unaudited Unaudited Audited
Turnover 65324 5943 71,267 67,582
Cost of Sales 58934 5824 64,758 62,215
Gross profit 6,390 119 6,509 5,367
Distribution costs -1327 -256 -1,583 -1,447
Administrative expenses -6766 -303 -7,069 -5,099
Other operating income 169 169 106
-7,924 -559 -8,483 -6,440
Operating loss before
interest -1,534 -440 -1,974 -1,073
Share of profit (loss)
in associated undertakings 89
Operating loss before interest -1,974 -984
Interest receivable 49
Interest payable -855 -941
Profit on the sale of fixed assets 31
Exceptional items-costs of fundamental reorganisation -1,896
Loss on ordinary activities before taxation -4,645 -1,925
Tax credit(charge) -52 7
Loss on ordinary activities after -4,697
taxation
Minority interests 82
Loss for the year attributable to -4,615 -1,918
shareholders
Basic and diluted losses per share -279.4 -116.1
(pence)
Dividends
No interim dividend paid (1998 Nil)
No Final proposed (1998 Nil)
Commentary
The total losses of the group including exceptional costs are now reported above
as £4.6 million compared with the estimate of £4.0 million made in the profit
warning on 9th February 2000 due to higher restructuring costs as a result of
increased rationalisation.
During late last year it was decided to exit all unprofitable operations and
included in the above losses are the costs and losses associated with the
closure of the majority of the Woolwich foundry and the provision for costs
incurred and to be incurred in rationalising the residual activities of the
group.
As previously reported the working capital of the group was unfavourably
impacted by the losses and notwithstanding the funds generated from the earlier
restructure of the Group already been undertaken including the sale of the
Glasgow Aluminium works, and the partial public float of the Australian
subsidiary Nonferral Recyclers Limited and some rationalisation of other
activities including Silec in Australia and activities here in the UK.
Sufficient working capital was not generated from these asset sales with the
small contribution from ongoing activities for the satisfactory continuation of
those ongoing activities and to meet bank and creditor obligations arising from
the losses without the necessity of further restructuring.
It has therefore been necessary to make further restructuring changes to improve
and resolve the position including the sale in three tranches of the balance of
Nonferral Recyclers Ltd at the present market value which will generate an
additional £1.78 million. Subject to completion of documentation for the
necessary finance arrangements during the coming week and to secure finance for
the completion of arrangements to the satisfaction of the company bankers
including the completion of statutory Australian Securities and Investment
Commission and Australian Stock Exchange requirements the funds will be received
commencing this week and over the next 90 days.
Due to the reduced current market value of Nonferral Recyclers Ltd shares the
sale will result in a further significant loss to A.Cohen & Co plc. This loss
together with the losses for 1999 will result in the net asset value of the
shares in A.Cohen & Co plc being reduced to approximately 50 pence per share.
The sale of Nonferral Recyclers Ltd will also facilitate the generation of
additional funds from the sale of the residual 45% of the group equity in Silec
Pty Ltd for a nominal sum and the recovery of the present value of loans from
these companies. Together with the amounts outstanding from Nonferral Recyclers
Limited an aggregate further amount in the order of £0.4 million will also be
received over the next 90 days commencing this week
The purchase of the 52.2% of Nonferral Recyclers Ltd is to be undertaken by
Wilmington Pty Ltd which represents interests associated with Mr Royce Ritchie
the Chairman of both the company and Nonferral Recyclers Ltd in a manner that
will satisfy the company's bankers and facilitate the repayment of all debt to
the banking syndicate of A.Cohen & Co plc and its wholly owned subsidiaries
whilst complying with Australian Stock Exchange and Australian Securities and
Investment Commission requirements.
The directors other than Mr Ritchie have obtained independent advice on the sale
and the banking and working capital position of the company prior to proceeding
with the transactions.
Upon the sale of the shares in Nonferral Recyclers Ltd it will cease to be a
subsidiary of A.Cohen & Co plc and Nonferral Recyclers Ltd is able to be
allotted with 75,000 new fully paid ordinary shares in the company pursuant to
the resolution passed by shareholders at the Annual General Meeting in 1999.
A further 225,000 fully paid ordinary shares will also be allotted to Nonferral
Recyclers Ltd to raise working capital for the company. Nonferral Recyclers Ltd
will hold 27.46% of the increased capital of the company and if aggregated with
other holdings by Melbase Corporation Pty Ltd which is also associated with Mr
Ritchie Nonferral Recyclers Ltd and interests associated with mr Ritchie will
hold 29.52% of the increased capital of the company.
All shares will be allotted at an issue price of 20 pence per share to enable
A.Cohen & Co plc to assist in the provision of necessary working capital for the
reduced residual activities of the company undertaken by its subsidiaries
A.Cohen & Co (Great Britain) Ltd which will be recapitalised to overcome past
losses and Jacob Metals Ltd and to assist in financing the future development of
the company.
The necessary majority of the concert party holding in excess of 50% of the
voting capital of A.Cohen & Co plc until today have irrevocably agreed to vote
in favour of the sale of the entire shareholding in Nonferral Recyclers Ltd to
Wilmington Pty Ltd and to the proposed allotment of 225,000 fully paid shares to
Nonferral Recyclers Ltd. In addition to the 75,000 fully paid ordinary shares
already approved by shareholders at the 1999 Annual General Meeting.
Consequent upon the cessation of control of A.Cohen & Co plc by the concert
party and reduction in the shareholding to 36.8% as a result of the increase in
the capital Messrs R.O.Cohen, B. Weatherill and S.Redman will resign and cease
to be directors of the A.cohen & Co plc. Mr S. Redman will continue as Finance
Director and Company Secretary for the Group whilst Mr R.Cohen will continue to
manage the trading activities of the wholly owned subsidiary A.Cohen & Co (Great
Britain) Ltd. A further review of the structure of the Board of A.Cohen & Co plc
will be undertaken as soon as possible and if possible prior to the Annual
General Meeting
A circular setting out the details of the transactions will be distributed to
shareholders for ratification as required by the Stock Exchange.
A.Cohen & Co plc will continue to operate in the existing fields of activity in
the United Kingdom each of which are now making a contribution to profits. The
accounts for the year ended 31st December 1999 will be produced on a going
concern basis subject to completion of all documentation in relation to the
above to the satisfaction of all parties including banks, financiers and
shareholders.
The necessary resolutions will be presented to shareholders of both A.Cohen & Co
plc and Nonferral Recyclers Ltd to approve and/or ratify the above transactions
within the relevant laws and requirements in each of the United Kingdom and
Australia after which those transactions requiring prior approval will be
completed.
The Annual General Meeting of A.Cohen & Co plc will be held in August with the
date set this week.
For and on behalf of the Board
Royce Ritchie
Executive Chairman
For further information or clarification please contact the Executive Chairman
Mr Royce Ritchie on 020 7499 3464.
END
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