EMBARGOED - 7AM FRIDAY 27 FEBRUARY 2009
For release 07.00am 27 February 2009
Dunedin Enterprise Investment Trust PLC
Preliminary Results for the year ended 31 December 2008
Dunedin Enterprise Investment Trust PLC, the private equity investment trust which specialises in investing in mid-market buyouts, announces its preliminary results for the year ended 31 December 2008.
Financial Highlights:
Net asset value per share decreased by 18.1% to 433.4p per share
Total net assets £130.8m
Final dividend of 8.85p, making total dividend for year of 11.25p
Special dividend of 14.6p per share
New investment of £19.3m in the year
Realisations of £27.7m in the year
Comparative Performance
|
|
|
|
FTSE
|
FTSE
|
|
|
|
|
Small Cap
|
All Share
|
|
|
|
|
(ex Inv Cos)
|
(ex Inv Cos)
|
Periods to 31 December 2008
|
|
Net Asset value *1
|
Share price
|
Index
|
Index
|
One year
|
|
-18.1%
|
-49.2%
|
-50.4%
|
-32.7%
|
Three years
|
|
-13.0%
|
-54.7%
|
-52.3%
|
-22.3%
|
Five years
|
|
26.0%
|
-16.8%
|
-38.8%
|
-0.2%
|
Ten years
|
|
15.2%
|
-18.5%
|
-24.9%
|
-18.0%
|
*1 - taken from 30 April for three, five and ten years
For further information please contact:
Brian Scouler
|
Jane Kirby / Corinna Vere Nicoll
|
Principal Fund Manager
|
Directors
|
Dunedin Capital Partners Limited
|
Equity Dynamics Limited
|
0131 225 6699
|
|
07811 262 796
|
07825 326 441/ 440
|
|
|
Notes to Editors
Dunedin Enterprise Investment Trust PLC is managed by Dunedin Capital Partners Limited. Dunedin Capital Partners Limited is an independent private equity company owned by its directors. The company specialises in providing equity finance for management buyouts and management buyins with a transaction size of £10m - £75m. It operates throughout the United Kingdom from its offices in Edinburgh and London. Dunedin Capital Partners is itself the result of a management buyout which took place in 1996.
Dunedin Enterprise's primary objective is to achieve substantial long term growth in its assets through capital gains from its investments. For more information on Dunedin Enterprise, its portfolio and investment approach, please visit the website www.dunedin.com. Investors can buy shares in the company through regular savings, PEP/ISA and pension plans. For further information, call the Aberdeen Asset Managers helpline on 0500 00 40 00 or visit the website at www.dunedinenterprisetrust.co.uk.
Chairman's Statement
During the year to 31 December 2008, net assets decreased by 18.1% from £159.9m to £130.8m. Inclusive of dividends paid during the year, Dunedin Enterprise achieved a total return of -16.6%. Over the same period, the benchmark index, the FTSE Small Cap, fell by 50.4%. The share price of the Company has decreased from 415.75p to 211p over the same period, a fall of 49.2%, and as at the date of this statement was 216.5p. The discount of the share price to net asset value has increased over the year from 21.5% to 51.3%.
The fall in net asset value has been significant in recent months and reflects the fall in comparable quoted multiples used in our investment valuations. Over the year there has been a decrease of 32% in the price earnings multiples used in valuing portfolio companies. The Managers have remained consistent in their valuation bases, using the same methods and assumptions as in previous years, and the full effect of marking valuations to market at 31 December 2008 is reflected in the numbers.
Portfolio
The portfolio at 31 December 2008 consisted of investments made by Dunedin, directly or through its managed funds (27.8%), listed private equity (19.2%), third party managed funds (2.6%), legacy technology funds (2.3%) and cash or near cash (48.1%). At the year end, Dunedin Enterprise had outstanding commitments of £104.4m to limited partnership funds and cash or near cash resources of £68.2m. In addition the Company had undrawn banking facilities of £39.0m, meaning that all outstanding commitments can be met from current resources. It is not expected that the Company will need to utilise its bank facility during the current year.
During the year a total of £19.3m was invested; £14.9m was invested by Dunedin or in Dunedin managed funds, £4.3m was invested in third party managed funds and £0.1m was provided to legacy technology funds. A further £2.7m was paid on the expiry of a currency hedge position.
Following shareholder approval to increase the Company's exposure to similar markets across Europe, commitments have been made to four new private equity funds in Spain, Holland, Poland and the Nordic Region during the year.
Realisations for the year totalled £27.7m. A detailed account is contained in the Manager's Review.
Dividends
The Board is recommending a final dividend of 8.85p per share making a total dividend for the year of 11.25p.
In addition, the Board has also resolved to pay a special bonus dividend of 14.6p per share to shareholders on the same date as payment of the final dividend. This special dividend results from the receipt of accrued dividend and loan interest income from the investment portfolio, which the Trust is obliged to distribute. Both the final and special dividend will be paid on 15 May 2009.
Market Conditions and Outlook
The current market is the most difficult for many years and the problems in the banking markets and wider economy affect both the current investment portfolio and new investment and realisation opportunities.
The Managers are working closely with investee companies to protect and maintain value. Most investee companies are trading satisfactorily. The Company's prudent approach to gearing levels in the past now stands it in good stead.
There are very few transactions taking place at present and a significant uplift in new investment activity or realisations is not expected until stability and liquidity return to the equity and debt markets. New opportunities will continue to be looked at on a very selective and careful basis. The drawdown of funds to which commitments have been made will be very much slower than originally expected.
Looking forward, your Company is well positioned, with significant cash resources and a level of commitments to new funds that can be met from current facilities.
Edward Dawnay,
Chairman
26 February 2009
Manager's Review
In the year to 31 December 2008 the Company's net asset value decreased from £159.9m to £130.8m. This
equates to a decrease of 18.1% in the net asset value per share from 529.5p to 433.4p. This decrease in net assets is explained by:
|
£m |
Net asset value at 1 January 2008 |
159.9 |
Unrealised value increases |
4.1 |
Unrealised value decreases |
(35.2) |
Realised profit over opening valuation |
6.5 |
Dividends paid to shareholders |
(3.0) |
Other revenue and capital movements |
(1.5) |
Net asset value at 31 December 2008 |
130.8 |
Portfolio Composition
Dunedin Enterprise makes investments in unquoted companies through:
• Dunedin managed funds (including direct investments),
• third party managed funds,
• listed private equity companies, and
• legacy technology funds.
The investment portfolio can be analysed as shown in the table below.
|
Valuation at |
Additions |
Disposals |
Realised |
Unrealised |
Valuation at |
|
1 Jan 2008 |
in year |
in year |
Movement |
Movement |
31 Dec 2008 |
|
£'m |
£'m |
£'m |
£'m |
£'m |
£'m |
Dunedin managed |
60.7 |
14.9 |
(22.8) |
7.0 |
(20.5) |
39.3 |
Third party managed |
7.3 |
4.3 |
(4.2) |
(0.5) |
(3.2) |
3.7 |
Listed private equity |
34.9 |
- |
- |
- |
(7.7) |
27.2 |
Legacy technology funds |
3.5 |
0.1 |
(0.7) |
- |
0.3 |
3.2 |
|
106.4 |
19.3 |
(27.7) |
6.5 |
(31.1) |
73.4 |
New Investment Activity
A total of £19.3m was invested in portfolio companies in the year to 31 December 2008.
As previously discussed in the Interim Report, the largest investment in the year was £8.5m in the recapitalisation of CGI Group. This investment was made in March 2008 and enabled the Company to re-invest in CGI Group in the form of high yielding loan stock.
In October 2008 a total of £3.8m was invested in Hawksford International Limited. This followed the £23.5m buyout of Rathbone International from Rathbone Brothers Plc. On acquisition, the business was immediately renamed Hawksford International. The company is based in Jersey and designs, establishes and administers trusts, foundations, family offices, companies and private trust companies for high and ultra high net worth individuals and corporate clients on a global basis.
As approved by shareholders at the general meeting held in May 2008, the Company's exposure to European funds has been increased. A total of £4.3m was invested in the private equity investments which are held through third party managed funds. Two new fund commitments have been made since the Interim Report adding to the existing commitments made to FSN Capital III and Realza Capital Fondo FCR. A commitment of €10m was made to Egeria Private Equity Fund III, a €290m buyout fund that focuses on the Netherlands. The manager of Egeria is an independent company wholly owned by its partners and has an investment team of nine, operating from Amsterdam. The fund will invest in small and mid market buyouts with an Enterprise Value between €50m and €200m. The fourth commitment made is €15m to Innova/5 LP a €450m mid market buyout fund focusing in Central and Eastern Europe. The Innova management company is based in Warsaw, has a team of 14 and is privately owned by the investment manager. The fund will invest in growth orientated buyouts where the underlying company has an Enterprise Value in the range of €50m to €125m.
A total of four commitments have been made to European funds with total commitments of €52.7m. As at 31 December 2008 €4.9m of this has been drawndown. The total commitments which the Company had to Dunedin managed funds, European funds and other legacy funds totalled £104.4m at 31 December 2008. It is expected that the rate of drawdown by these funds will be slower than was originally anticipated.
Investment Disposals
A total of £27.7m was received from investments disposed of during the year to 31 December 2008.
As discussed in the Interim Report the largest disposal in the year was the £11.0m realised by the Company on the recapitalisation of CGI Group in March 2008. This represented an uplift of £2.4m on the valuation of CGI Group at 31 December 2007. To date the investment in CGI Group has returned a multiple of over three times the original investment, which was made in 1998. In February 2008, deferred proceeds of £2.7m were received from the sale of Caledonian Building Systems which occurred in April 2006. This investment has returned in excess of six times the original cost.
In October 2008, the investment in Gardner Group was realised in a secondary buyout by Carlyle. An initial investment was made in Gardner in 2003. Since 2003, Gardner has experienced difficult trading conditions during which time the investment was fully provided against and additional funding was provided by Dunedin to the company. Following a change of management, the company has emerged as a centre of manufacturing excellence for the aviation industry. From a total investment of £5.6m, Gardner has returned £5.3m of capital and £2.8m of income, representing a 1.4 times return.
A total of £3.3m of loan stock was redeemed by Capula, Formaplex and Fernau during the year. A further £4.2m was generated from the proceeds of realisations within the LGV1, 4 and 5 limited partnership funds. This represents a return £0.5m below the opening valuation of these investments at the beginning of the year. The shortfall is accounted for by one investment made in Craegmoor, the provider of residential care for people with learning disabilities and for the elderly. This investment was valued at £1.6m at 31 December 2007 but was realised by LGV for £0.7m during the year.
Unrealised Movements in Valuation
In the year to 31 December 2008 strong trading performances at both OSS Environmental and Fernau have led to valuation uplifts of £1.9m and £1.5m respectively.
However, the year to 31 December 2008 is characterised by significant valuation reductions being made against investments in the second half of the year. The Company's portfolio of unquoted investments is valued in accordance with the International Private Equity and Venture Capital Portfolio Guidelines. By marking the portfolio valuation to market at 31 December 2008, as has been done every year, it has been necessary to reflect significant reductions in stock market price earning multiples in the Company's valuations. Investment valuations have been reduced by £35.2m in the year to 31 December 2008. Within the Dunedin managed portfolio of investments valuation reductions have totalled £23.9m. This represents a 45% reduction in value against the adjusted opening valuation at the beginning of the year. Within this valuation reduction companies which contributed to the movement have experienced an average profit reduction of 7% in the year. However, the main element contributing to the valuation fall is an average decrease in the price earnings multiple applied in valuing portfolio companies of 35% (as opposed to 32% for the Dunedin managed portfolio as a whole).
The most significant valuation movements within the Dunedin managed portfolio have been at CGI (PBITA of
£5.1m - increased by 4%, price earnings multiple decreased by 38%), and WFEL (PBITA of £5.6m - increased by 24%, price earnings multiple decreased by 26%). Both companies are trading ahead of last year but have been impacted by the fall in price earnings multiples. Trading at ABI, the static caravan manufacturer, has been adversely impacted by the economic climate. This has led us to reduce the valuation of this investment by £3.4m. Trading at Enrich is behind original plan and when combined with a reduction in price earnings multiples, this has led to a valuation reduction of £3.3m in this investment.
The other significant valuation movement is within the European quoted stocks where the valuation of these investments has been reduced by £7.7m in the year to 31 December 2008. During the year these Euro listed stocks have experienced the following share price falls:
GIMV |
-34% |
DBAG |
-43% |
Dinamia Capital Privado |
-56% |
CapMan |
-71% |
The share price of SWIP Private Equity Fund of Funds had fallen by 12.5% in the year to 31 December 2008. The
portfolio of fund assets held within SWIP Private Equity Fund of Funds is valued on a quarterly basis and the latest published valuation was based upon reports by the underlying funds to 30 September 2008. A 20% discount has therefore been applied by Dunedin to the 31 December 2008 share price to reflect the estimated reduction in investment valuations that will have occurred since 30 September 2008.
Euro Hedge
The total exposure of the Company to Euro denominated investments is €33.2m. This currency position was hedged in October 2007. In the year to the 31 December 2008 one of the hedge positions expired with a cost to the Company of £2.7m. The Company continues to hedge its Euro denominated investments and a charge of £7.9m has been made to the capital account relating to the ongoing hedge positions following a fall in the value of Sterling against the Euro. Conversely, the value of Euro denominated stocks has benefited from the Sterling : Euro exchange movement by £7.4m.
Investment Income
In the year to 31 December 2008 there were significant income receipts from both Gardner Group and OSS Environmental. The receipt from Gardner Group followed the realisation of the investment and the receipt of rolled up interest. A strong trading performance from OSS Environmental has enabled the company to pay loan stock interest arrears. These two receipts have contributed to an increase in investment income during the year from £4.3m to £12.5m and have necessitated the payment of a special dividend of 14.6p per share in order to maintain compliance with section 842 of the Income and Corporation Taxes Act 1988 tests.
Dunedin Capital Partners Limited
26 February 2009
Ten Largest Investments
(both held directly and via Dunedin managed funds) by value at 31 December 2008
|
|
|
|
|
|
Approx. |
|
|
Percentage |
|
percentage |
Cost of |
Directors' |
of net |
|
of equity |
investment |
valuation |
assets |
Company name |
% |
£'000 |
£'000 |
% |
SWIP Private Equity Fund of Funds II PLC |
4.5 |
15,025 |
15,654 |
12.0 |
Practice Plan Holdings Limited |
26.1 |
10,262 |
10,000 |
7.6 |
OSS Environmental Holdings Limited |
41.8 |
6,184 |
6,696 |
5.1 |
Capula Group Limited |
37.8 |
5,753 |
5,327 |
4.1 |
GIMV |
0.6 |
4,971 |
4,196 |
3.2 |
Fernau Limited |
22.8 |
2,391 |
3,859 |
3.0 |
Hawksford International Limited |
16.0 |
3,839 |
3,839 |
2.9 |
etc.venues Group Limited |
25.1 |
3,317 |
3,317 |
2.5 |
Deutsche Beteiligungs AG |
1.9 |
4,999 |
3,283 |
2.5 |
WFEL Holdings Limited |
23.4 |
6,400 |
3,058 |
2.4 |
|
|
63,141 |
59,229 |
45.3 |
Overview of Portfolio
Analysed by category of investment |
|
|
|
31 December |
31 December |
|
2008 |
2007 |
|
% |
% |
Dunedin managed |
28 |
38 |
Third party managed |
3 |
4 |
Listed private equity |
19 |
21 |
Legacy technology funds |
2 |
2 |
Cash |
48 |
35 |
Analysed by valuation method |
|
|
|
31 December |
31 December |
|
2008 |
2007 |
|
% |
% |
Cost / written down |
48 |
34 |
Earnings |
15 |
31 |
Sales price |
- |
3 |
Quoted bid price *1
|
37 |
32 |
Analysed by geographic location |
|
|
|
31 December |
31 December |
|
2008 |
2007 |
|
% |
% |
UK |
67 |
79 |
Rest of Europe |
27 |
15 |
USA |
5 |
5 |
Rest of World |
1 |
1 |
Analysed by sector |
|
|
|
31 December |
31 December |
|
2008 |
2007 |
|
% |
% |
Automobiles & parts |
2 |
3 |
Construction and building materials |
3 |
9 |
Consumer products & services |
6 |
3 |
Financial services |
6 |
5 |
Healthcare |
2 |
6 |
Leisure and hotels |
6 |
7 |
Industrials |
20 |
18 |
Pharma, medical, biotech |
4 |
3 |
Real Estate |
2 |
1 |
Support services |
39 |
37 |
Technology |
10 |
8 |
|
|
|
*1- includes SWIP Private Equity Fund of Funds II PLC
Analysed by deal type |
|
|
|
31 December |
31 December |
|
2008 |
2007 |
|
% |
% |
Management buyouts/buyins |
84 |
88 |
Technology |
10 |
8 |
Life Sciences |
4 |
3 |
Real Estate |
2 |
1 |
Analysed by age of investment |
|
|
|
31 December |
31 December |
|
2008 |
2007 |
|
% |
% |
<1 year |
17 |
13 |
1-3 years |
35 |
40 |
3-5 years |
24 |
19 |
>5 years |
24 |
28 |
Consolidated Income Statement
for the year ended 31 December 2008
|
Audited |
Audited |
|
|
|
|
|
Year ended 31 December 2008 |
Eight month period ended 31 December 2007 |
|
|
|
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Investment income |
12,533 |
- |
12,533 |
4,325 |
- |
4,325 |
Gains/(losses) on investments |
- |
(35,167) |
(35,167) |
- |
(2,834) |
(2,834) |
Total Income |
12,533 |
(35,167) |
(22,634) |
4,325 |
(2,834) |
1,491 |
Expenses |
|
|
|
|
|
|
Investment management fees |
(358) |
(1,073) |
(1,431) |
(297) |
(890) |
(1,187) |
VAT on investment management fees |
538 |
1,613 |
2,151 |
- |
- |
- |
Other expenses |
(627) |
- |
(627) |
(400) |
- |
(400) |
Profit/(loss) before finance costs and tax |
12,086 |
(34,627) |
(22,541) |
3,628 |
(3,724) |
(96) |
Finance costs |
(54) |
(162) |
(216) |
(33) |
(100) |
(133) |
Profit/(loss) before tax |
12,032 |
(34,789) |
(22,757) |
3,595 |
(3,824) |
(229) |
Taxation |
(3,207) |
(109) |
(3,316) |
(1,079) |
154 |
(925) |
Profit/(loss) for the year / period |
8,825 |
(34,898) |
(26,073) |
2,516 |
(3,670) |
(1,154) |
Earnings per ordinary |
|
|
|
|
|
|
share (basic & diluted) |
29.2p |
(115.6p) |
(86.4p) |
8.3p |
(12.1p) |
(3.8p) |
The total column of this statement represents the Income Statement of the Group, prepared in accordance with International Financial Reporting Standards as adopted by the EU. The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations.
All income is attributable to the equity shareholders of Dunedin Enterprise Investment Trust PLC.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2008
Year ended 31 December 2008 (audited)
|
|
Share |
Capital |
Capital |
Capital |
|
Total |
|
|
Share |
premium |
redemption |
reserve - |
reserve - |
Revenue |
retained |
Total |
|
capital |
account |
reserve |
realised |
unrealised |
account |
earnings |
equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 31 December 2007 |
7,551 |
47,600 |
375 |
112,586 |
(14,517) |
6,352 |
104,421 |
159,947 |
Profit/(loss) for the year |
- |
- |
- |
(4,028) |
(30,870) |
8,825 |
(26,073) |
(26,073) |
Repurchase of own shares |
(7) |
- |
7 |
(107) |
- |
- |
(107) |
(107) |
Dividends paid |
- |
- |
- |
- |
- |
(2,990) |
(2,990) |
(2,990) |
At 31 December 2008 |
7,544 |
47,600 |
382 |
108,451 |
(45,387) |
12,187 |
75,251 |
130,777 |
Period ended 31 December 2007 (audited)
|
|
Share |
Capital |
Capital |
Capital |
|
Total |
|
|
Share |
premium |
redemption |
reserve - |
reserve - |
Revenue |
retained |
Total |
|
capital |
account |
reserve |
realised |
unrealised |
account |
earnings |
equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 30 April 2007 |
7,552 |
47,600 |
374 |
104,274 |
(2,517) |
6,434 |
108,191 |
163,717 |
Profit/(loss) for the period |
- |
- |
- |
8,330 |
(12,000) |
2,516 |
(1,154) |
(1,154) |
Repurchase of own shares |
(1) |
- |
1 |
(18) |
- |
- |
(18) |
(18) |
Dividends paid |
- |
- |
- |
- |
- |
(2,598) |
(2,598) |
(2,598) |
At 31 December 2007 |
7,551 |
47,600 |
375 |
112,586 |
(14,517) |
6,352 |
104,421 |
159,947 |
Consolidated Balance Sheet
As at 31 December 2008
|
Audited
|
Audited
|
|
31 December
|
31 December
|
|
2008
|
2007
|
|
£’000
|
£’000
|
Non-current assets
|
|
|
Investments held at fair value
|
140,919
|
130,870
|
Current assets
|
|
|
Other receivables
|
342
|
249
|
Cash and cash equivalents
|
665
|
31,047
|
|
1,007
|
31,296
|
Current liabilities
|
|
|
Other liabilities
|
(123)
|
(161)
|
Other payables
|
(1,347)
|
(237)
|
Other financial liabilities
|
(9,679)
|
(1,821)
|
|
(11,149)
|
(2,219)
|
Net current assets / (liabilities)
|
(10,142)
|
29,077
|
Net assets
|
130,777
|
159,947
|
Capital and reserves
|
|
|
Share capital
|
7,544
|
7,551
|
Share premium
|
47,600
|
47,600
|
Capital redemption reserve
|
382
|
375
|
Capital reserve – realised
|
108,451
|
112,586
|
Capital reserve – unrealised
|
(45,387)
|
(14,517)
|
Revenue reserve
|
12,187
|
6,352
|
Total equity
|
130,777
|
159,947
|
Net asset value per ordinary share (basic and diluted)
|
433.4p
|
529.5p
|
Consolidated Cash Flow Statement
for the year to 31 December 2008
|
Audited
|
Audited
|
|
Year to
|
Eight month period
|
|
31 December
|
to 31 December
|
|
2008
|
2007
|
|
£’000
|
£’000
|
Loss before tax
|
(22,757)
|
(229)
|
Losses on investments
|
35,167
|
2,834
|
Interest paid
|
216
|
133
|
Increase in debtors
|
(93)
|
(163)
|
Decrease in creditors
|
(38)
|
(118)
|
Tax paid
|
(2,206)
|
-
|
Net cash inflow from operating activities
|
10,289
|
2,457
|
|
|
|
Servicing of finance
|
|
|
Interest paid
|
(216)
|
(133)
|
|
|
|
Investing activities
|
|
|
Purchase of investments
|
(19,291)
|
(39,845)
|
Purchase of ‘AAA’ rated money market funds
|
(100,441)
|
(65,950)
|
Maturity of exchange hedge
|
(2,680)
|
-
|
Sale of investments
|
27,734
|
22,700
|
Sale of ‘AAA’ rated money market funds
|
57,320
|
80,152
|
Net cash outflow from investing activities
|
(37,358)
|
(2,943)
|
|
|
|
Financing activities
|
|
|
Purchase of own shares
|
(107)
|
(18)
|
Dividends paid
|
(2,990)
|
(2,598)
|
Net cash outflow from financing activities
|
(3,097)
|
(2,616)
|
|
|
|
Net decrease in cash and cash equivalents
|
(30,382)
|
(3,235)
|
|
|
|
|
|
|
Cash and cash equivalents at the start of period
|
31,047
|
34,282
|
Net decrease in cash and cash equivalents
|
(30,382)
|
(3,235)
|
Cash and cash equivalents at the end of period
|
665
|
31,047
|
Responsibility statement of the Directors in respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial statements on the same basis.
The Group and Parent Company financial statements are required by law and IFRSs as adopted by the EU to present fairly the financial position of the Group and the Parent Company and the performance for that period; the Companies Act 1985 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
In preparing each of the Group and Parent Company financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Under the Disclosure and Transparency Rules the Directors confirm that to the best of their knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
• the Directors' Report includes a fair review of the development and performance of the business and the position of the issuer together with a description of the principal risks and uncertainties that they face
Notes
Preliminary Results
The above summary of the results for the year ended 31 December 2008 does not constitute statutory financial statements within the meaning of Section 240 of the Companies Act 1985 and has not been delivered to the Registrar of Companies. Statutory financial statements will be filed with the Registrar of Companies in due course; the independent auditors' report on those financial statements under Section 235 of the Companies Act 1985 is unqualified and does not contain a statement under Section 237 (2) or (3) of the Companies Act 1985.
2. Dividends
|
Year to
|
Eight months to
|
|
31 December
|
31 December
|
|
2008
|
2007
|
|
£’000
|
£’000
|
Dividends paid in the period
|
2,990
|
2,598
|
The proposed final dividend of 8.85p and special dividend of 14.6p per share for the year ended 31 December 2008 will, if approved be paid on 15 May 2009 to shareholders on the register at the close of business on 17 April 2009.
3. Earnings per share
|
Year
|
Eight months to
|
|
31 December
|
31 December
|
|
2008
|
2007
|
|
£’000
|
£’000
|
Revenue return per ordinary share (p)
|
29.2
|
8.3
|
Capital return per ordinary share (p)
|
(115.6)
|
(12.1)
|
Earnings per ordinary share (p)
|
(86.4)
|
(3.8)
|
Weighted average number of shares
|
30,187,231
|
30,208,874
|
The earnings per share figures are based on the weighted average numbers of shares set out above. Earnings per share is based on the revenue profit/(loss) in the period as shown in the consolidated income statement.
4. Share Buy Backs
|
Year to
|
Eight months to
|
|
31 December
|
31 December
|
|
2008
|
2007
|
|
£’000
|
£’000
|
Number of shares bought back
|
27,335
|
4,228
|
Average price per share
|
391.6p
|
414.0p
|
Total cost including expenses
|
107,304
|
17,503
|
Number of shares in issue at the end of the period
|
30,177,380
|
30,204,715
|
All shares bought back were subsequently cancelled.
5. Financial Statements
The full annual report including financial statements for the year ended 31 December 2008 is expected to be posted to shareholders in March 2009 and will be available to the public at the registered office of the Company at 10 George Street, Edinburgh, EH2 2DW and on the website www.dunedin.com
ENDS