Final Results
THE TAVERNERS TRUST PLC
PRELIMINARY ANNOUNCEMENT OF UNAUDITED ANNUAL RESULTS
for the year ended 30 April 2004
Chairman's Statement
The year on which we are reporting was a period of recovery for The Taverners
Trust. On 30th April 2003 the share price was 53p and the Net Asset Value stood
at 77.1p. On 30th April 2004 the share price had risen to 93.5p and the fully
diluted Net Asset Value stood at 113.2p. These moves were in fairly close
alignment with our benchmark FTSE Actuaries Leisure and Hotel index (the
benchmark) which rose by 52.5% over the period. Thus while the Net Asset Value
marginally underperformed the benchmark the share price outperformed as the
discount to Net Asset Value narrowed to 19.2% from 31.2%. Since the end of our
financial year on 30th April the Trust's Net Asset Value has moved ahead by 1.9%
while the benchmark has moved up by 1.2% and the FTSE All-Share ex Investment
Companies ("All Share") has fallen by 0.1%.
I last wrote to you on 18th December when the Trust's share price stood at 77p
and the fully diluted Net Asset Value was 104.7p. It will be obvious that a
considerable proportion of the recovery in asset values had taken place by the
date of publication of our Interim Report. However, your Trust's share price has
continued to increase moving up by a further 18.8% to 92.3p at the time of
writing during a period in which the benchmark has improved by 13.1% and the All
Share has recorded an advance of 3.3%. It will be seen from the above statistics
that the Leisure and Hotel sector in which the Trust invests has been a good
place to be in the past year and that we have also been the beneficiaries of a
most welcome narrowing of the discount to Net Asset Value inherent in our share
price.
For much of the period under reference Enterprise Inns was our largest holding
and during September 2003 the Trust started to invest in Punch Taverns a Pubco
which has some of the characteristics of Enterprise Inns. We regard Punch
Taverns as a promising investment prospect because it has the capacity to expand
and the share overhang is now dissipated. During the year to 30th April 2004 the
share price of Enterprise Inns increased by 95% adding over £1.5m to the Trust's
value or c.25% of the total value added during the year. The recent reduction in
our Enterprise Inns investment means that the Trust had already lessened its
exposure to the tenanted Pubco subsector prior to the announcement by the House
of Commons Trade and Industry Select Committee that it proposed to investigate
the relationship between the pubcos and their tenants. It is difficult to see
what could transpire from this enquiry in view of the fact that the tie was
given a clean bill of health by the competition authorities as lately as March
2003. However the advent of the enquiry has provided a number of disaffected
tenants with an opportunity to criticise the pubcos. It is unlikely that the
shares of Punch Taverns and Enterprise Inns will outperform until the enquiry is
over; however it may be sensible to add to our holdings in these companies if it
becomes clear that the outcome of the enquiry will be benign.
The recovery that we had hoped would take place in the fortunes of the managed
retailers with units concentrated in town centres did not occur. Comparatives
should have been easier in the autumn, which was when the collapse in trade
began to bite in 2002 but negative like-for-like sales persisted. On the other
hand genuine late-night operators showed resilience in comparison with town
centre circuit chameleon bars. More important, given that we had repositioned
the Trust more towards regional brewers, business in traditional and community
public houses was robust. Consequently there was no bad news from any of the
regional brewers or pubcos; the share prices of Greene King, Wolverhampton and
Dudley Breweries, Hardys and Hansons and Shepherd Neame all moved up steadily. A
new Chief Executive at Young and Co's Brewery is taking action to churn the
estate and his appointment has coincided with an announcement that the company
is discussing the future of the valuable brewery site; these two events have
prompted a 20% increase in the value of Young's voting shares.
In my interim statement in December I mentioned two AIM companies in which we
had reinvested, the restaurant company Ask Central managed by Adam and Sam Kaye,
and the late night operator Urbium specialising in London and chaired by John
Conlan the former Chief Executive of First Leisure. The share prices of these
two companies did particularly well, together accounting for one third of the
increase in our portfolio's value that has taken place since December. In the
case of Ask the recommended merger with City Centre Restaurants (now re-named
The Restaurant Group) at an equivalent of 180p was overtaken by a cash offer of
220p a share from the venture capitalists that had taken Pizza Express private;
this take-over brought your Trust £1.1m of cash which is being re-invested.
Since December Urbium shares have moved up more than 50% as a result of solid
finals, a good AGM statement, a return to growth and a most successful opening
in the City of London; the price/earnings ratio is still only 8.5 looking
forward.
The resurgence in the London economy is a feature at present although for some
companies such as Fuller Smith & Turner this is still at an early stage. If this
recovery continues it should help restaurants in the capital and the Home
counties. In the Restaurant sub-sector the Trust has a considerable commitment
to the Restaurant Group, where the Executive Chairman and Managing Director are
well known to us, and small investments in Paramount which has acquired the Chez
Gerard business and in Prezzo, another company managed by the Kaye family.
Another holding that has served us well is Belhaven Group which has successfully
accelerated its pub acquisition programme after raising more equity.
Additionally sales of Belhaven Best have increased at the same time that the
company's wholesaling operation is prospering. We find this company attractive
at present as we believe there may be less regulatory risk in Scotland than
South of the BORDER="0" and conditions in this niche market seem particularly
favourable for this medium-sized company.
Currently the trust holds three stocks that are quoted on OFEX, Shepherd Neame
and Adnams, in which we hold gains of more than 75%, and WH Brakspear and Sons
of Henley a holding to which we have recently been adding. Our OFEX holdings
proved contrary performers in the 2002/2003 bear market in marked contrast to
some of the holdings that caused us difficulty. At present the Trust has a self
imposed rule that prevents us investing more than 10% of the portfolio in OFEX
or unquoted stocks. In view of our belief that further opportunities exist to
invest in some sound well-managed operations in this area we are seeking
approval at the AGM to amend this restriction so that the Trust can invest up to
20% of its portfolio in OFEX and over-the-counter stocks.
We do not forecast but have to be on our guard against another bear market
developing. Even without the malign influence of geo-political disturbances the
course of the domestic economy remains uncertain with consumer confidence less
likely to be buoyed by rising house prices as interest rate increases start to
bite. As explained above the regional and smaller brewery stocks in particular
have shown remarkable resilience through the stock market difficulties of recent
years. To claim additionally that they are recession-proof would be incautious
but such stocks will remain at the core of your Trust's investment portfolio for
the foreseeable future. A number of regulatory issues are rumbling around but,
as we have often pointed out, this is not an unusual situation for the industry.
It has a good record of managing its way through a decade and more of imposts
and change. If there is radical change to the traditional tenancy arrangement it
is likely to throw up new opportunities for investment, as there were in the
aftermath of the 1989 Beer Orders. However we do not think this will occur and
meanwhile we have just experienced a results season which produced excellent
figures from the companies in which the Trust is mostly invested.
We are proposing to maintain the level of our modest dividend of 0.5p per
Ordinary share, which will still accommodate a small addition to our revenue
reserves. If approved by Shareholders at the Annual General Meeting, the
dividend will be payable on 17 September to 2004 to Ordinary shareholders on the
register on 6 August 2004.
Subsequent to the end of the Company's year, the Company announced on 21 June
2004 that it had repaid its remaining £2.5m term loan with Allied Irish Banks
PLC ("AIB") and agreed a new three year £3m Bilateral Term Loan with AIB, of
which £2.5m was drawn down immediately and fixed by way of an interest rate swap
at an all-in rate of 6.41%. A further £0.5m remains available for drawing in the
form of a committed revolving credit facility.
Your Board is conscious of the pending imposition of a limit of one to the
number of management representatives allowed to sit on investment trust boards
and we have agreed with the Manager the following streamlining changes to take
effect from the close of the Annual General Meeting: Martin Gilbert will step
down as the Alternate Director for Billy Whitbread and Chris Fishwick is due for
re-election; providing this re-election duly takes place Billy Whitbread will
resign and be appointed as his Alternate Director. At the same time I feel that
it is appropriate that I should retire as Chairman, having served for over eight
years since the launch of the Company in 1996. The Board has invited Hubert Reid
to succeed me and has commenced a process to find a suitably qualified
independent non executive Director whose appointment would then bring to four
the total number of Directors of the Company following my retirement after the
AGM.
This is my last Chairman's Statement. I bow out commending to you my successor,
Hubert Reid, wishing him, my other colleagues and all our shareholders good
fortune.
L J Ross
Chairman
28 June 2004
Statement of Total
Return ------- -------
--------------------------
Year ended Year ended
------- -------
30 April 2004 30 April 2003
(unaudited) (audited)
------- -------
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
-------------------------- ------- ------ ------ ------- ------ ------
Gains/(losses) on - 6,380 6,380 - (6,865) (6,865)
investments
Income 538 - 538 507 - 507
Investment management (135) (135) (270) (123) (123) (246)
fee
Other expenses (234) - (234) (228) - (228)
Exchange losses - (1) (1) - (2) (2)
-------------------------- ------- ------ ------ ------- ------ ------
Net return before finance 169 6,244 6,413 156 (6,990) (6,834)
costs and taxation
Interest payable and (84) (83) (167) (98) (114) (212)
similar charges ------- ------ ------ ------- ------ ------
--------------------------
Net return on ordinary 85 6,161 6,246 58 (7,104) (7,046)
activities before
taxation
Taxation on ordinary (1) - (1) (2) - (2)
activities ------- ------ ------ ------- ------ ------
--------------------------
Net return on ordinary 84 6,161 6,245 56 (7,104) (7,048)
activities after
taxation
Dividends in respect of (80) - (80) (80) - (80)
equity shares ------- ------ ------ ------- ------ ------
--------------------------
Transfer to/(from) 4 6,161 6,165 (24) (7,104) (7,128)
reserves ------- ------ ------ ------- ------ ------
--------------------------
Return per Ordinary share
(pence):
Basic 0.52 38.66 39.18 0.35 (44.58) (44.23)
-------------------------- ------- ------ ------ ------- ------ ------
The revenue column of this statement represents the revenue account of the
Company.
All revenue and capital items in the above statement derive from continuing
operations.
Balance Sheet
----------------------------------- ----------- -----------
As at As at
----------- -----------
30 April 2004 30 April 2003
(unaudited) (audited)
----------- -----------
£'000 £'000
----------------------------------- ----------- -----------
Fixed assets
Investments 20,828 14,568
----------------------------------- ----------- -----------
Current assets
Debtors 106 45
Cash at bank and in hand 281 500
----------------------------------- ----------- -----------
387 545
Creditors: amounts falling due within (2,767) (330)
one year ----------- -----------
-----------------------------------
Net current (liabilities)/assets (2,380) 215
----------------------------------- ----------- -----------
Total assets less current liabilities 18,448 14,783
Creditors: amounts falling due after - (2,500)
more than one year ----------- -----------
-----------------------------------
Net assets 18,448 12,283
----------------------------------- ----------- -----------
Capital and reserves
Called-up share capital 3,984 3,984
Share premium account 10,536 10,536
Other reserves:
Warrant reserve 981 981
Capital reserve - realised 717 750
Capital reserve - unrealised 2,094 (4,100)
Revenue reserve 136 132
----------------------------------- ----------- -----------
Equity Shareholders' funds 18,448 12,283
----------------------------------- ----------- -----------
Net asset value per Ordinary share
(pence): --- ---
Basic 115.76 77.08
----------------------------------- ----------- -----------
Fully-diluted 113.21 n/a
----------------------------------- ----------- -----------
Cash Flow Statement
------------------------------- -------- -------
Year ended Year ended
30 April 2004 30 April 2003
(unaudited) (audited)
-------- -------
£'000 £'000 £'000 £'000
------------------------------- -------- ------- ------- -------
Net cash inflow from operating 74 8
activities
Servicing of finance
Bank and loan interest paid (117) (216)
Financial investment
Purchases of investments (5,558) (6,087)
Sales of investments 5,463 7,400
------------------------------- -------- ------- ------- -------
Net cash (outflow)/inflow from (95) 1,313
financial investment
Equity dividend paid (80) (80)
------------------------------- -------- ------- ------- -------
Net cash (outflow)/inflow before (218) 1,025
financing
Financing
Part repayment of bank loan - (500)
------------------------------- -------- ------- ------- -------
(Decrease)/increase in cash (218) 525
------------------------------- -------- ------- ------- -------
Reconciliation of net cash flow to
movements in net debt
(Decrease)/increase in cash as (218) 525
above
Cash outflow from decrease in - 500
loans -------- ------- ------- -------
-------------------------------
Change in net debt resulting from (218) 1,025
cash flows
Exchange movements (1) (2)
------------------------------- -------- ------- ------- -------
Movement in net debt for the year (219) 1,023
Opening net debt (2,000) (3,023)
------------------------------- -------- ------- ------- -------
Closing net debt (2,219) (2,000)
------------------------------- -------- ------- ------- -------
Notes:
1. Dividend
The Directors have today declared a first and final dividend of 0.50p per
Ordinary share for the year ended 30 April 2004 (2003 - 0.50p) which, if
approved by Shareholders at the Annual General Meeting, will be payable on 17
September 2004 to Shareholders on the register on 6 August 2004.
2. Income
2004 2003
£'000 £'000
Income from investments
UK dividend income 525 487
Overseas dividends 6 11
------ ------
531 498
------ ------
Other income
Deposit interest 7 8
Underwriting commission - 1
------ ------
7 9
------ ------
Total income 538 507
------ ------
3. Return per share
2004 2003
Revenue Capital Total Revenue Capital Total
p p p p p p
Basic 0.52 38.66 39.18 0.35 (44.58) (44.23)
------- ------ ----- ------- ------ ------
The basic revenue return per Ordinary share is calculated on the net revenue on
ordinary activities after taxation of £84,000 (2003 - £56,000) and on 15,936,000
(2003 - 15,936,000) Ordinary shares, being the weighted average number of
Ordinary shares in issue during the year.
The basic capital return per Ordinary share is calculated on net capital returns
for the year of £6,161,000 (2003 - losses of
£7,104,000) and on 15,936,000 (2003 - 15,936,000) Ordinary shares, being the
weighted average number of Ordinary shares in issue during the year.
Fully diluted returns calculated on the basis set out in Financial Reporting
Standard 14 'Earning per share' ('FRS 14') indicate that the exercise of
Warrants in issue would have no dilutive effect on returns.
4. Net asset value per share
The net asset value per share and the net asset values attributable to equity
Shareholders at the year end calculated in accordance with the Articles of
Association and FRS 4 were as follows:
Net asset value Net asset values
per share attributable attributable
2004 2003 2004 2003
p p £'000 £'000
Ordinary shares:
Basic 115.76 77.08 18,448 12,283
-------- -------- -------- --------
Fully diluted 113.21 n/a
-------- --------
The movements during the year of the assets attributable to the Ordinary shares
were as follows:
2004 2003
£'000 £'000
Net assets attributable at 1 May 2003 12,283 19,411
Capital return/(loss) for the year 6,161 (7,104)
Revenue on ordinary activities after taxation 84 56
Dividends appropriated in the year (80) (80)
-------- --------
Net assets attributable at 30 April 2004 18,448 12,283
-------- --------
The basic net asset value per Ordinary share is based on net assets and on
15,936,000 (2003 - 15,936,000) Ordinary shares, being the number of Ordinary
shares in issue at the year end.
The fully-diluted net asset values per Ordinary share as at 30 April 2004 have
been calculated by reference to the total number of Ordinary shares in issue at
the year end and on the assumption that those Warrants which are not exercised
at the period end, amounting to 3,081,600 Warrants as at 30 April 2004, were
fully exercised on the first day of the financial year at 100p per share, giving
a total of 19,017,600 Ordinary shares. No calculation has been shown as at 30
April 2003 as the exercise price of the Warrants, being 100p, exceeded the value
of the basic net asset value.
5. The financial information for the year ended 30 April 2004 comprises
non-statutory accounts within the meaning of section 240 of the Companies Act
1985. The financial information for the year ended 30 April 2003 has been
abridged from the published accounts that have been delivered to the Register of
Companies and on which the report of the auditors is unqualified and does not
contain a statement under section 237 (2) or (3) of the Companies Act 1985. The
statutory accounts for 2004 will be finalised on the basis of the financial
information presented by the directors in this preliminary announcement and will
be delivered to the Register of Companies in due course.
6. Copies of the Annual Report will be posted to all Shareholders in due course
and further copies may be obtained from the Registered Office, One Bow
Churchyard, Cheapside, London EC4M 9HH.
Aberdeen Asset Management PLC
Secretaries
28 June 2004