Interim Results
THE TAVERNERS TRUST PLC
UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 31 OCTOBER 2004
Chairman's Statement
In this my first statement as Chairman I should like to pay tribute to my
predecessor Lionel Ross who guided the affairs of this Trust from its inception
over eight years ago with much wisdom and careful attention to detail. I offer
him our warmest thanks for his significant contribution and wish him a long and
happy retirement.
I am delighted to report that our interim results for the six months to 31
October 2004 display a period of continued progress for The Taverners Trust.
The Trust's share price and fully diluted net asset value ("NAV") rose in the
period by 8.8% and 7.3% respectively, outperforming the benchmark, the FTSE
Actuaries Leisure and Hotel Index, which rose by 6.3% in the period. Since the
end of the half-year the NAV has improved a further 7.8% and the share price has
gained 12.8%.
This has been an interesting time for the regional brewer and pub sub-sector
with a number of important transactions. The largest of these was Greene King's
purchase in July of 432 former Whitbread community managed houses for £654m;
this was followed in September by Punch Taverns' purchase of 1,054 Innspired
tenancies many of them former Usher houses for £339m. Subsequently they sold
545 of the less profitable outlets for £162.5m. Most recently Robert Tchenguiz
has bought 362 small managed houses for £345m from Spirit for conversion to
tenancy. Wolverhampton and Dudley Breweries has undertaken two smaller
transactions; the acquisition of Wizard Inns a small managed house chain
belonging to the financier Guy Hands for a net £89.9m and the purchase of
Burtonwood's 460 mostly tenanted houses, for an enterprise value of £155m.
Although a comparatively small deal this agreed takeover of a listed public
company, coupled with some strong company results has done much to improve
sentiment towards the sector.
In my predecessor's statement in the last annual report Shareholders were
informed that the Board had commenced a process to find a suitably qualified
independent non-executive director. I am pleased to take this opportunity to
introduce Mr. Ian Davis who was appointed a Director on 1 November 2004. Mr.
Davis, aged 44, was formerly a Director of Corporate Finance with Hoare Govett
Limited until 2002 having previously worked in Equity Capital Markets at de
Zoete & Bevan Limited and corporate finance at Baring Brothers & Co. Limited.
Prior to this Ian qualified as a chartered accountant with Price Waterhouse. The
Board have appointed him to chair the Audit Committee Meeting. I am sure that
Ian's impressive knowledge of the investment trust sector coupled with his
corporate finance, broking and accounting background will prove invaluable to
the Board.
On 27 September 2004 the Company announced a proposal to cancel its share
premium account of £10.54 million, thus creating a special reserve of this
amount which may be utilised for making purchases of the Company's shares.
Shareholders approved the proposal on 22 October and Warrant holders sanctioned
the exercise on 29 October. I am pleased to announce that the High Court
confirmed the cancellation on 8 December 2004 and the order has now been
registered with the Registrar of Companies. This concludes the process. Thus
the Company has the authority and now the ability to purchase up to 14.99% of
its issued share capital. The Board stated in the annual report and accounts
for the year ended 30 April 2004 that the authority to purchase the Company's
Shares would not be used unless to do so would result in an increase in net
assets per Share and would be in the interests of Shareholders generally. This
will continue to be the case. The timing and price of any such purchases, and
indeed the decision whether to use this authority at all, will be at the
discretion of the Directors in the light of prevailing market conditions from
time to time.
Outlook
In spite of the recent pronouncements on smoking in public places, we see no
reason why regional brewery and tenanted pub companies should not continue to
prosper. This is the sub-sector of the industry that has in the past proved
resilient and shares in these companies account for half the Trust's portfolio.
We are hopeful that the progress in the NAV and the share price since the half-
year end will continue.
Hubert Reid
Chairman
16 December 2004
Statement of Total Return (unaudited)
Six months ended Six months ended
31 October 2004 31 October 2003
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Gains on investments - 1,789 1,789 - 4,302 4,302
Income 307 - 307 307 - 307
Investment management fee (76) (77) (153) (63) (63) (126)
Other expenses (113) - (113) (102) - (102)
Net return before finance costs 118 1,712 1,830 142 4,239 4,381
and taxation
Interest payable and similar (43) (44) (87) (42) (42) (84)
charges
Net return on ordinary 75 1,668 1,743 100 4,197 4,297
activities before taxation
Taxation on ordinary activities - - - (1) - (1)
Transfer to reserves 75 1,668 1,743 99 4,197 4,296
Return per Ordinary share
(pence):
Basic 0.47 10.47 10.94 0.62 26.34 26.96
The revenue column of this statement represents the revenue account of the
Company.
The Statement of Total Return is presented in accordance with the Statement of
Recommended Practice for Financial Statements of Investment Trust Companies issued in
January 2003.
All revenue and capital items are derived from continuing operations.
Balance Sheet
As at As at As at
31 October 31 October 30 April
2004 2003 2004
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Fixed assets
Investments 22,170 18,678 20,828
Current assets
Debtors 499 65 106
Cash at bank and in hand 602 420 281
1,101 485 387
Creditors: amounts falling due within (580) (84) (2,767)
one year
Net current assets/(liabilities) 521 401 (2,380)
Total assets less current liabilities 22,691 19,079 18,448
Creditors: amounts falling due after (2,500) (2,500) -
more than one year
Net assets 20,191 16,579 18,448
Share capital and reserves
Called-up share capital 3,984 3,984 3,984
Share premium account 10,536 10,536 10,536
Other reserves:
Warrant reserve 981 981 981
Capital reserve - realised 1,055 654 717
Capital reserve - unrealised 3,424 193 2,094
Revenue reserve 211 231 136
Equity Shareholders' funds 20,191 16,579 18,448
Net asset value per Ordinary share
(pence):
Basic 126.70 104.03 115.76
Fully-diluted 122.37 103.38 113.21
Cash Flow Statement (unaudited)
Six months ended Six months ended
31 October 2004 31 October 2003
£'000 £'000
Net cash (outflow)/inflow from operating (13) 35
activities
Net cash outflow from servicing of finance (153) (85)
Net cash inflow from financial investment 67 50
Equity dividend paid (80) (80)
Net cash outflow before financing (179) (80)
Net cash inflow from financing 500 -
Increase/(decrease) in cash 321 (80)
Reconciliation of operating revenue to
net cash inflow from operating activities
Net revenue before interest payable and 118 142
taxation
Increase in accrued income (13) (11)
Increase in other debtors - (9)
Decrease in other creditors (41) (23)
Expenses charged to capital (77) (63)
Overseas withholding tax suffered - (1)
(13) 35
Reconciliation of net cash
flow to movement in net debt
Increase/(decrease) in cash as above 321 (80)
Cash inflow from increase in loans (500) -
Change in net debt arising from cash flows (179) (80)
Net debt at 1 May (2,219) (2,000)
Net debt at 31 October (2,398) (2,080)
Represented by:
Cash at bank 602 420
Debt falling due within one year (500) -
Debt falling due after more than one year (2,500) (2,500)
(2,398) (2,080)
Notes:
1. The interim accounts have been prepared under the historical cost convention,
as modified to include the revaluation of fixed asset investments, and in
accordance with applicable Accounting Standards.
2. In accordance with stated policy, no interim dividend has been declared (2003 - nil).
3. The breakdown of income for the periods to 31 October 2004 and 31 October
2003 was as follows:
31 October 31 October
2004 2003
£'000 £'000
Income from
investments
UK dividend income 286 298
Overseas dividends 10 5
296 303
Other income
Deposit interest 11 4
Total income 307 307
4. The basic revenue return per Ordinary share is based on net revenue on
ordinary activities after taxation of £75,000 (2003 - £99,000) and on 15,936,000
(2003 - 15,936,000) Ordinary shares, being the weighted average number of
Ordinary shares in issue for the period.
The basic capital return per Ordinary share is based on a net capital return for
the period of £1,668,000 (2003 - return of £4,197,000) and on 15,936,000 (2003 -
15,936,000) Ordinary shares, being the weighted average number of Ordinary
shares in issue for the period.
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.
5. The basic net asset value per Ordinary share is based on net assets at the
period end, and on 15,936,000 (31 October 2003 and 30 April 2004 - 15,936,000)
Ordinary shares, being the number of Ordinary shares in issue at the period end.
The fully-diluted net asset values per Ordinary share have been calculated by
reference to the total number of Ordinary shares in issue at the period end and
on the assumption that those Warrants which are not exercised at the period end,
amounting to 3,081,600 (31 October 2003 and 30 April 2004 - 3,081,600) Warrants,
were fully exercised on the first day of the financial period at 100p per share,
giving a total of 19,017,600 (31 October 2003 and 30 April 2004 - 19,017,600)
Ordinary shares.
6. The financial information for the six months ended 31 October 2004 and 31
October 2003 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 extracted from published accounts that have been delivered to the
Registrar of Companies and on which the report of the auditors was unqualified.
The interim accounts have been prepared on the same basis as the annual
accounts.
7. The Interim Report will be posted to Shareholders in due course and further
copies will be available from the registered office, One Bow Churchyard,
Cheapside, London EC4M 9HH.
Aberdeen Asset Management PLC
Secretaries
16 December 2004
Independent Review Report to The Taverners Trust PLC
Introduction
We have been instructed by the Company to review the financial information for
the six months ended 31 October 2004 which comprises the Statement of Total
Return, Balance Sheet, Cash Flow Statement and the related notes 1 to 6. We have
read the other information contained in the Interim Report and considered
whether it contains any apparent misstatements or material inconsistencies with
the financial information.
This report is made solely to the Company in accordance with guidance contained
in Bulletin 1999/4 'Review of interim financial information' issued by the
Auditing Practices Board. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company, for our work,
for this report, or for the conclusions we have formed.
Directors' responsibilities
The Interim Report, including the financial information contained therein, is
the responsibility of, and has been approved by, the Directors. The Directors
are responsible for preparing the Interim Report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
'Review of interim financial information' issued by the Auditing Practices Board
for use in the United Kingdom. A review consists principally of making enquiries
of management and applying analytical procedures to the financial information
and underlying financial data, and based thereon, assessing whether the
accounting policies and presentation have been consistently applied, unless
otherwise disclosed. A review excludes audit procedures such as tests of
controls and verification of assets, liabilities and transactions. It is
substantially less in scope than an audit performed in accordance with United
Kingdom Auditing Standards and therefore provides a lower level of assurance
than an audit. Accordingly we do not express an audit opinion on the financial
information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 31 October 2004.
Ernst & Young LLP
London
16 December 2004