Final Results

Taverners Trust PLC 22 July 2005 THE TAVERNERS TRUST PLC PRELIMINARY ANNOUNCEMENT OF UNAUDITED ANNUAL RESULTS for the year ended 30 April 2005 Chairman's Statement Background I am very pleased to report that in the year to 30 April 2005 the fully diluted net asset value ('NAV') rose 21.6% and the share price by 34.5%, outperforming our benchmark, the FTSE Leisure & Hotels Index which returned 9.9%. Over five years to the year end the fully diluted NAV and share price increased 29.8% and 52.4% respectively, compared to the benchmark return of 13.1%. In the period under review the NAV has benefited in particular from the strong share price performance of Hardys & Hansons and Young & Co.'s Brewery. Wolverhampton & Dudley Breweries' acquisition of Burtonwood and the announcement of the acquisition of Jennings Brothers in the year also added momentum to the regional brewer sub-sector which accounted for a high proportion of the Company's portfolio. Despite the sector's good showing in the reporting period, the shadow of further regulatory intervention over smoking in public places hangs over the sector, but seems not as yet to have affected share price performance except in the case of Belhaven Group in Scotland where a total ban is scheduled to take effect next spring. In England on the other hand it is to be hoped that the Government will retain the proposed date of 1 January 2009 for compliance as this should give sufficient time for the industry to prepare for change. A New Investment Manager and Policy Earlier this year the Board received an approach regarding the future of the Company. The Board concluded after taking advice from its corporate finance advisers that it could not recommend the proposals based on this approach as they were not in the best interests of Shareholders. As part of the deliberation process the Board discussed the future of the Company with major Shareholders and it became apparent that they wanted to realise their investment at a narrower discount to net asset value than that at which the shares had been trading in recent months. The Board considered a number of options including liquidation but after further discussions with Shareholders, it was resolved that the most appropriate course of action was to propose a change of investment manager and investment policy. More details regarding this matter are set out in a circular date 22 July 2005 regarding the proposals for a change to the investment objective and Manager. In the circumstances the Board is sure that these are the most sensible set of proposals and is therefore recommending them. After 9 years and a proven track record, I am saddened by the need to change our strategy and Manager as a consequence of Shareholder pressure. Billy Whitbread and Aberdeen Asset Managers have served us well and I wish both parties all the best for the future. In particular, Billy's knowledge and passion for the sector has provided us with a good performance record and a unique investment experience. The Board and Shareholders will be sorry to see Billy conclude his involvement with the Company. The proposed new investment policy of achieving an absolute return with low volatility from investments in a wider range of assets under the stewardship of Midas offers a different but promising future for the Company. Midas has a strong performance record. If Shareholders approve the change, the portfolio will be invested into a diversified portfolio principally comprising of UK equities and fixed interest securities. The Board In light of the above proposals the Nomination Committee and the Board have considered the future structure of the Board. My colleagues Martin Hawkins and Christopher Fishwick have offered to retire as Directors with effect from the conclusion of the Annual General Meeting on 19 August 2005 to make way for new independent Directors to assist in overseeing the implementation of the proposals. I wish to thank both Martin and Christopher for their wise counsel over the years and particularly during the challenges we have faced in the last few months. It is proposed that Adam Cooke will be joining the Board from the conclusion of the AGM, with another director to be appointed in due course. Ian Davis and I look forward to working with them. Biographical details are set out in the circular accompanying this Report. Final Dividend In conjunction with the strong capital performance, earnings per share improved marginally, 0.53p compared with 0.52p for the previous year. Consequently, the Board has proposed the same level of final dividend as last year, 0.50p per share. If approved by the Shareholders at the Annual General Meeting the dividend will be paid on 22 August 2005 to those entered on the share register on 5 August 2005. If the change of investment manager and policy is implemented then a new dividend policy will be implemented from the Company's half year end, 31 October 2005. The new manager is aiming to generate a gross yield of approximately 4.25% from the portfolio based on the current NAV. The Board is planning to declare quarterly dividends in the second half of the current year, the first one in respect of the quarter to 31 January 2006. More information on the dividend policy is set out in the circular accompanying this report Gearing We have maintained our £3 million Bilateral Term Loan with Allied Irish Bank (' AIB'), which matures in 2007. At the year end and at the time of writing £2.5 million has been drawn down, giving the Company gearing of approximately 10%. The balance can be drawn down in the form of a committed revolving credit facility subject to the Manager obtaining Board approval. AIB has consented to the proposed change of Manager and policy and at this time the Board is not proposing a change to the current banking arrangements or gearing policy. Annual General Meeting Owing to the need to place the proposals before Shareholders, the Annual General Meeting will be held earlier this year. The AGM will be held at Aberdeen's London offices on 19 August at 12.20p.m. The meeting will be preceded by an Extraordinary General Meeting to consider the proposals to change the manager and policy. After the formal business has been concluded I hope Shareholders will join us for a buffet lunch to thank Billy Whitbread and the Managers for their invaluable contribution to the Company. H V Reid Chairman 22 July 2005 Statement of Total Return Year ended Year ended 30 April 2005 30 April 2004 (unaudited) (audited) Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Gains on investments - 4,950 4,950 - 6,380 6,380 Income 568 - 568 538 - 538 Investment management fee (166) (167) (333) (135) (135) (270) Other expenses (235) (60) (295) (234) - (234) Exchange losses - - - - (1) (1) Net return before finance costs and taxation 167 4,723 4,890 169 6,244 6,413 Interest payable and similar charges (83) (83) (166) (84) (83) (167) Net return on ordinary activities before taxation 84 4,640 4,724 85 6,161 6,246 Taxation on ordinary activities - - - (1) - (1) Net return on ordinary activities after taxation 84 4,640 4,724 84 6,161 6,245 Dividends in respect of equity shares (80) - (80) (80) - (80) Transfer to/(from) reserves 4 4,640 4,644 4 6,161 6,165 Return per Ordinary share (pence): Basic 0.53 29.11 29.64 0.52 38.66 39.18 The revenue column of this statement represents the revenue account of the Company No operations were acquired or discontinued in the year. All revenue and capital items in the above statement derive from continuing operations. Balance Sheet As at As at 30 April 2005 30 April 2004 (unaudited) (audited) £'000 £'000 Fixed assets Investments 25,762 20,828 Current assets Debtors 51 106 Cash at bank and in hand 152 281 203 387 Creditors: amounts falling due within one year (373) (2,767) Net current liabilities (170) (2,380) Total assets less current liabilities 25,592 18,448 Creditors: amounts falling due after more than one year (2,500) - Net assets 23,092 18,448 Capital and reserves Called-up share capital 3,984 3,984 Share premium account - 10,536 Special reserve 10,536 - Other reserves: Warrant reserve 981 981 Capital reserve - realised 550 717 Capital reserve - unrealised 6,901 2,094 Revenue reserve 140 136 Equity Shareholders' funds 23,092 18,448 Net asset value per Ordinary share (pence): Basic 144.90 115.76 Fully-diluted 137.63 113.21 Cash Flow Statement Year ended Year ended 30 April 2005 30 April 2004 (unaudited) (audited) £'000 £'000 £'000 £'000 Net cash (outflow)/inflow from operating activities (41) 74 Servicing of finance Bank and loan interest paid (195) (117) Financial investment Purchases of investments (6,487) (5,558) Sales of investments 6,674 5,463 Net cash inflow/(outflow) from financial investment 187 (95) Equity dividend paid (80) (80) Decrease in cash (129) (218) Reconciliation of net cash flow to movements in net debt Decrease in cash as above (129) (218) Exchange movements - (1) Movement in net debt for the year (129) (219) Opening net debt (2,219) (2,000) Closing net debt (2,348) (2,219) 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 2005 2004 - 0.50p) which, if approved by Shareholders at the Annual General Meeting, will be payable on 22 August 2005 to Shareholders on the register on 5 August 2005. 2. Income 2005 2004 £'000 £'000 Income from investments UK dividend income 508 525 Overseas dividends 19 6 527 531 Other income Deposit interest 41 7 Total income 568 538 3. Return per share 2005 2004 Revenue Capital Total Revenue Capital Total p p p p p p Basic 0.53 29.11 29.64 0.52 38.66 39.18 The basic revenue return per Ordinary share is calculated on the net revenue on ordinary activities after taxation of £84,000 (2004 - £84,000) and on 15,936,000 (2004 - 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 £4,640,000 (2004 - returns of £6,161,000) and on 15,936,000 (2004 - 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 2005 2004 2005 2004 p p £'000 £'000 Ordinary shares: Basic 144.90 115.76 23,092 18,448 Fully-diluted 137.63 113.21 The movements during the year of the assets attributable to the Ordinary shares were as follows: 2005 2004 £'000 £'000 Net assets attributable at 1 May 2004 18,448 12,283 Capital return for the year 4,640 6,161 Revenue on ordinary activities after taxation 84 84 Dividend appropriated in the year (80) (80) Net assets attributable at 30 April 2005 23,092 18,448 The basic net asset value per Ordinary share is based on net assets and on 15,936,000 (2004 - 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 2005 and 30 April 2004 have been calculated by reference to the total number of Ordinary shares in issue at each 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 2005 (30 April 2004 - 3,081,600), were fully exercised on the first day of the financial year at 100p per share, giving a total of 19,017,600 Ordinary shares (30 April 2004 -19,017,600). 5. The financial information for the year ended 30 April 2005 comprises non-statutory accounts within the meaning of Section 240 of the Companies Act 1985. The financial information for the year ended 30 April 2004 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 2005 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 22 July 2005 This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings