Interim Results
GPG (UK) Holdings PLC
25 August 2004
GPG (UK) Holdings plc
('GPGUKH' or 'the Company')
Interim Results for the Six Months to 30 June 2004
GPGUKH is a wholly owned subsidiary of Guinness Peat Group plc ('GPG'). The
Company has in issue Convertible Loan Notes ('CLNs') of which £6 million remains
to be repaid in 2005 and which are listed on the London and New Zealand Stock
Exchanges. As a result the Company produces and publishes annual and interim
results.
GPG manages its operations, including those of GPGUKH and its subsidiaries, on a
Group basis. As such it remains helpful and informative to reproduce here an
extract from a statement made by the Chairman of GPG, Sir Ron Brierley, in his
interim report for the same period which is also being released today.
Blake Nixon, Chairman
25 August 2004
Extract from the statement by the Chairman of Guinness Peat Group plc, in
respect of the half year ended 30 June 2004.
'Another active and productive half year for GPG, although only a modest £5
million result in conventional accounting terms. As we have stated before, many
of GPG's major sources of profit do not fall neatly into six or twelve month
reporting periods and some volatility must be accepted. For the same reason, the
half year is not necessarily indicative of the full year result when various
transactions now under discussion or negotiation are likely to come to fruition.
The acquisition of 100% of Coats plc has also had an initial adverse profit
impact. We made a policy decision to incur various upfront charges and
write-offs as a cost of establishing long term benefits but, in the event, the
process has been more painful than originally anticipated. This will persist
through the remainder of 2004, but 1 January 2005 will be a symbolic date when
Coats begins a new financial year as a reorganised and fully fledged subsidiary
of GPG.
Coats' operating profit improved from £6.2 million to £11.5 million for the half
year, but was eaten up by refinancing charges and, more particularly, by a
geographic mismatch of taxable earnings and unused credits for past losses
carried forward. These are issues which GPG can and will resolve, but which
require more time to implement on a global scale.
Having completed stage 3 of the Coats exercise (Stage 1, Acquisition of
strategic holding, 2. Successful takeover offer, 3. 100% ownership, 4. Full
integration with GPG, 5. Deliver results) it is timely to update the profile of
our other investments and activities and to define some of the opportunities and
challenges on the GPG horizon:
1 Our UK and USA based operating companies are Staveley Industries (UK),
Staveley Inc (USA) and Nationwide Accident Repair Services (50%) with an
aggregate book value of £13 million. Earnings of these companies are
satisfactory on the relatively low level of invested capital, but somewhat less
so in relation to true economic values. Plenty of scope for value improvement
including acquisition and industry rationalisation.
2 Dawson International plc: After some success in the 1990's, this old
established Scottish textile and cashmere manufacturer reverted to problem
status several years ago and in 2003 we prudently wrote-off the value of our
30.36 million shares (29.9%). Subsequently, GPG has provided strong
proprietorial support including subscribing for 81% of a £10 million convertible
notes issue which has assisted to restore the company to a more even keel. In
certain circumstances, the exercise of conversion rights at 5p could increase
our holding well above the 50% mark. The shares are presently trading at around
8p which is probably a fair reflection of their perceived value and prospects.
3 The balance of the UK share portfolio has a market value of £118 million. The
largest components are De Vere Group £50 million, Charter £25 million and Young
& Co's Brewery £17 million. GPG has long been agitating for structural changes
in all of these companies but, so far, with little success.
4 Canberra Investment Corporation (66%) Book value A$31 million. An excellent,
conservatively managed, asset oriented business, well established as a land and
housing developer in the Australian Capital Territory.
5 Capral Aluminium (37%) Book value A$65 million. There are parallels with Coats
insofar as a major relocation of the main manufacturing operations from NSW to a
new modern facility in Queensland has required a recapitalisation of the balance
sheet and has adversely affected current profitability. A short term cost for
clear long term advantage. GPG's confidence in the future is reflected in the
size of its investment in Capral.
6 Solution 6 Holdings (19%) Book value A$26 million. Solution 7! - since 30
June, the merger with MYOB Ltd has been concluded, producing a surplus of A$22
million for GPG (mainly in the form of MYOB shares of which we now hold 7.37%).
7 Green's Foods (29%) Book value A$12 million. Has experienced an impressive
revival under the direction of GPG and several other major shareholders.
Specialises in niche areas of food manufacture in an industry in Australia
otherwise dominated by multinationals.
8 ABB Grain (8%) (formerly the Australian Barley Board) Market value A$25
million. Proposes an agreed merger with Ausbulk Ltd to create a powerful new
force in the important Australian rural servicing area. GPG will be a supportive
cornerstone shareholder in the new Adelaide based group. Reminiscent of Southern
Farmers Group, a very successful investment for IEL in the 1970's and 1980's.
9 Intellect Holdings (20%) Book value A$14 million, Market value A$5 million.
Obviously, an unsatisfactory investment as the company has experienced losses
and a management upheaval and the market value of our shares is less than half
cost. GPG has since underwritten a new issue of shares in conjunction with a
capital reconstruction which appears to have a reasonable chance of restoring
value. If not, a writedown will be necessary in the second half.
10 The balance of the Australian share portfolio has a market value of A$155
million. The largest holdings are Premier Investments $50 million, Australian
Pharmaceutical Industries $23 million, AV Jennings $21 million and Reinsurance
Australia $18 million.
11 Turners & Growers (79%) Book value NZ$114 million. A Stock Exchange listing
is imminent and thereafter it is intended to 'spin off' the Enza Foods business
in the same manner as the earlier successful divestment of Turners Auctions.
This should prove beneficial to Turners & Growers' shareholders without
diminishing the strong commitment to its core operations in fruit and produce
marketing.
12 The New Zealand share portfolio largely comprises Rubicon, Tenon and Tower
with an aggregate market value of NZ$188 million. All are considered to be sound
value, but we are not budgeting more than nominal returns in the current year.
The Directors look forward to reporting good progress in all areas for the full
year to 31 December 2004.'
Ron Brierley
Chairman
25 August 2004
Enquiries:
Weber Shandwick Square Mile 020 7067 0700
Kevin Smith / Josh Royston
GPG (UK) Holdings plc
Mark Butcher 020 7484 3370
Website address: www.gpgplc.com
Consolidated Profit and Loss Account
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2004 2003 2003
Unaudited Unaudited Audited
£000 £000 £000
Group turnover 478,613 281,856 552,988
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Group operating profit 13,936 45,728 68,192
Share of operating profit of joint
ventures and associates 3,379 4,810 24,570
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17,315 50,538 92,762
Profit on sale of business
- continuing operations - - 19,056
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Profit before interest payable 17,315 50,538 111,818
Interest payable and similar charges (19,059) (10,883) (23,358)
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(Loss)/profit before taxation (1,744) 39,655 88,460
Taxation (7,071) (14,380) (21,113)
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(Loss)/profit after taxation (8,815) 25,275 67,347
Minority interests (986) (1,199) (2,641)
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(LOSS)/PROFIT ATTRIBUTABLE TO
ORDINARY SHAREHOLDERS (9,801) 24,076 64,706
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Consolidated Balance Sheet
30 June 30 June 31 December
2004 2003 2003
Unaudited Unaudited Audited
£000 £000 £000
FIXED ASSETS
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Intangible assets 2,716 (8,779) (8,283)
Tangible assets 404,876 75,049 76,524
Investments 203,133 251,951 284,491
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TOTAL FIXED ASSETS 610,725 318,221 352,732
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CURRENT ASSETS
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Debtors 380,456 135,253 90,918
Stocks/Development work in progress 260,275 43,512 28,235
Investments 50,294 21,347 17,426
Cash at bank 211,293 178,091 289,371
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TOTAL CURRENT ASSETS 902,318 378,203 425,950
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Trade and other creditors (337,397) (235,597) (204,864)
Convertible subordinated loan notes (5,964) (3,425) (5,963)
Other borrowings (82,495) (35,873) (838)
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TOTAL CURRENT LIABILITIES (425,856) (274,895) (211,665)
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Net current assets 476,462 103,308 214,285
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TOTAL ASSETS LESS CURRENT
LIABILITIES 1,087,187 421,529 567,017
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CREDITORS: AMOUNTS FALLING DUE AFTER 1 YEAR
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Trade and other creditors (1,249) (792) (1,588)
Convertible subordinated loan notes - (3,425) (5,964)
Capital notes (159,531) (67,887) (166,513)
Other borrowings (309,909) (15,504) (22,584)
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TOTAL LONG-TERM CREDITORS (470,689) (87,608) (196,649)
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PROVISIONS FOR LIABILITIES AND
CHARGES (131,099) (13,970) (16,900)
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NET ASSETS 485,399 319,951 353,468
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CAPITAL AND RESERVES
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Share capital 69,254 61,630 68,137
Share premium account 7,152 10,590 5,458
Capital redemption reserve 3,863 3,863 3,863
Profit and loss account 236,969 227,001 258,173
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EQUITY SHAREHOLDERS' FUNDS 317,238 303,084 335,631
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Minority interests (equity) 168,161 16,867 17,837
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CAPITAL EMPLOYED 485,399 319,951 353,468
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Consolidated Cash Flow Statement
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2004 2003 2003
Unaudited Unaudited Audited
£000 £000 £000
Net cash (outflow)/inflow from
operating activities (15,111) 31,509 91,545
Dividends received from associates
and joint ventures 1,897 1,915 5,558
Returns on investments and servicing
of finance (13,500) (5,705) (13,247)
Taxation (7,157) (4,846) (5,957)
Capital expenditure and financial
investment (7,712) (15,984) (44,652)
Acquisitions and disposals (61,614) 16,779 31,924
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CASH (OUTFLOW)/INFLOW BEFORE
MANAGEMENT OF LIQUID RESOURCES AND
FINANCING (103,197) 23,668 65,171
Management of liquid resources 121,007 (67,103) (157,939)
Financing
Issue of ordinary shares 2,370 1,621 80
Increase in debt 21,039 28,768 98,923
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INCREASE/(DECREASE) IN CASH FOR THE
PERIOD 41,219 (13,046) 6,235
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RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
Increase/(decrease) in cash for the
period 41,219 (13,046) 6,235
Cash (inflow)/outflow from
decrease/increase in liquid
resources (121,007) 67,103 157,939
Cash inflow from increase in debt (21,039) (28,768) (98,923)
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Change in net funds resulting
from cash flows (100,827) 25,289 65,251
Acquisition of subsidiaries (326,251) - -
Currency translation differences (7,037) 11,299 6,869
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Movement in net funds for the
period (434,115) 36,588 72,120
Net funds as at 1 January 87,509 15,389 15,389
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CLOSING NET (DEBT)/FUNDS (346,605) 51,977 87,509
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Non-cash transactions:
On 5 July 2004 the Company redeemed the fourth 10p tranche of the remaining
convertible subordinated loan notes through the payment of £1,035,000 in cash,
with the balance of £4,995,000 being satisfied by the issue of Ordinary Shares
in GPG.
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 2003.
2. Abridged accounts (Companies Act 1985) - The information for the year ended
31 December 2003 is based on the latest published accounts which have been
delivered to the Registrar of Companies.
3. Foreign exchange movements - during the six months to 30 June 2004, GPG
recognised in operating profit £5.3 million of foreign exchange losses compared
to £14.3 million of foreign exchange gains in the six months to 30 June 2003
(£16.2 million gains in the year to 31 December 2003).
4. Coats Group Ltd ('Coats') - a former joint venture company in which the Group
held a 63.97% economic interest and a 50% voting interest became a subsidiary
undertaking on 1 April 2004 when one of the directors resigned from the board of
Coats. Coats contributed a loss of £77,000 before taxation during the six months.
5. The Group's significant associate and joint venture entities are as follows:
30 June 30 June 31 December
2004 2003 2003
Coats Group n/a 63.97% 63.97%
Nationwide Accident Repair Services 50.00% 50.00% 50.00%
Harcourt Hill Estate 50.00% 50.00% 50.00%
Dawson International 29.91% 29.91% 29.91%
Capral Aluminium 36.61% 31.63% 34.26%
Green's Foods 28.99% 25.93% 28.91%
6. On 5 July 2004, those holders of GPG (UK) Holdings plc Convertible Loan Notes
('CLNs') who elected to convert their Election Amounts were issued with
11,249,746 Ordinary shares of 10p each in the Company which, through the
'Step-up Rights' in the Articles of Association, were converted to an equivalent
number of 5p shares in GPG ('Conversion Shares'). The remaining CLN holders were
repaid Redemption Amounts of £1.0 million in cash.
7. 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
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First Floor, Times Place, 45 Pall Mall, London SW1Y 5GP Tel: 020 7484 3370 Fax:
020 7925 0700
AUSTRALIA
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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
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c/o Computershare Investor Services Limited
Private Bag 92119, Auckland 1020, New Zealand Tel: 09 488 8700 Fax: 09 488 8787
Registered in England No. 159975
This information is provided by RNS
The company news service from the London Stock Exchange