Final Results

RNS Number : 4901Q

MS International PLC

18 June 2015

 



MS INTERNATIONAL plc

Results for the 52 weeks ended 2^nd May, 2015

Chairman's Statement

Results and review

I am pleased to announce that there has been a much improved performance by the Group during the second half of the year. Accordingly, for the 12 months to 2^nd May 2015, profit before tax was £1.54m (2014 - £2.93m) on revenue of £45.50m (2014 - £47.13m). Earnings per share were 8.20p (2014 - 14.6p).

Net cash and short term deposits increased once again to a record high of £17.15m (2014 - £14.29m) at year-end.

The Group's current order book remains very strong. While marginally lower at year-end than that the £46m reported for 2014, it has since increased following the award of a follow-on two year contract by the UK MoD for the maintenance and support of MSI-DS 30mm naval gun systems and associated ancillary equipment in the RN fleet. Although the exact value of that contract is confidential, I can reveal that it is in excess of £12m.

'Defence' the global equipment markets of which remain constrained, despite the incredibly high number of conflicts and threats to international stability that are erupting, or intensifying, around the world. Restricted financial budgets, political instability and tensions, are critical factors that continue to disrupt military procurement plans and planning. As a consequence 'Defence' revenue was 15% lower than the previous year. This, combined with the essential investment committed to a number of major 'in-house' research and development programmes for new products - aimed at broadening our product range and extending our market opportunities - resulted in a full year loss, albeit considerably reduced from that reported at the interim stage.

'Forgings' achieved advances in both revenue and profit over the previous year. The UK and USA operations performed extremely well and ahead of our expectations, reaping the benefit of operational improvements, supported by plant and equipment upgrades. The South America operation, although highly efficient, had to contend with the negative impact of a weakening market and currency, owing to the region's current fiscal difficulties.

'Petrol Station Superstructures' overall revenue was similar to that of the previous year, with an increase from the UK operation as a result of strong growth in the number of forecourt convenience stores completed in the period. Conversely there was a distinct reduction in activity of the Poland based business that traditionally services many of the East European countries. Political uncertainty in the region discouraged many customers and potential developers to commit to their plans for new petrol station construction projects and station upgrades.

Outlook

'Defence', we are predicting an improvement in the level of activity for our business in the second half of the current year, even though markets remain constrained. A very positive result from our substantial new product development programme is the winning of the first order for our new MSI-DS 20mm naval gun system. The requirement for three systems - received from a European shipbuilder - will be delivered in the current year and installed on new ships for an overseas navy. This is an important breakthrough for the Group, and is part of our commitment to broaden the range of our product offering directed at the growing international market for small naval vessels. We look forward to completing the development of other new products that will become available to market in the course of the next twelve months.

'Forgings', should maintain a relatively stable position. The division's short lead-time order books are highly sensitive to variations in demand and the prevailing economic conditions in its individual global markets. Currently, we are planning to expand our capacity and capability in the United States to accommodate opportunities in that market. Throughout the division, we remain firmly committed to ensuring that we maintain and develop highly efficient production equipment and systems.

'Petrol Station Superstructures' markets continue to transform with the major oil companies leading the way in withdrawing from front line retailing by disposing of parts of their estates to independent dealers, dealer groups and operators. We perceive this to be an opportunity to expand our position in the market through providing an enhanced service to customers not only in terms of new build but also in relation to station maintenance and upgrades.

Post year-end event; Acquisition

I am pleased, also, to announce that the Company has acquired the entire issued share capital of Petrol Sign B.V., a company based in the Netherlands. The consideration for the acquisition is €3.4 million on a cash and debt free basis and includes "normalised" working capital. The consideration has been satisfied from the Company's existing cash resources.

Petrol Sign designs, restyles, produces and installs the complete branding and signage appearance of petrol station superstructures and forecourts throughout many parts of Western Europe. The acquisition will enhance our ability to offer and include branding and signage services as an option to petrol station markets and customers and will become an integral part of the Groups 'Petrol Station Superstructures' division. The vendor and managing director of Petrol Sign will continue to be employed by the company as its managing director.

Further details relating to this acquisition are set out in a separate announcement.

All matters considered the Board recommends the payment of a maintained final dividend of 6.5p per share (2014 - 6.5p), making the total for the year of 8p (2014 - 8p). The final dividend is expected to be paid on 24^th July 2015 to those shareholders on the register at the close of business on 26^th June 2015.

Michael Bell

17^th June 2015

Consolidated income statement
For the 52 weeks ended 2nd May, 2015
					2015		2014
					Total		Total
					£000		£000
Revenue					45,503		47,130
Cost of sales					(34,763)		(34,266)
Gross profit					10,740		12,864
Distribution costs					(2,357)		(2,707)
Administrative expenses					(6,643)		(6,954)
					(9,000)		(9,661)
Group operating profit					1,740		3,203
Finance revenue					70		48
Finance costs					(32)		(69)
Other finance costs - pensions					(237)		(254)
					(199)		(275)
Profit before taxation					1,541		2,928
Taxation					(188)		(354)
Profit for the period attributable to equity holders of the parent					1,353		2,574
Earnings per share:  basic and diluted					8.2p		14.6p

Consolidated and company statement of comprehensive income
For the 52 weeks ended 2nd May, 2015
		Group						Company
		2015				2014		2015				2014
		Total				Total		Total				Total
		£000				£000		£000				£000
Profit for the period attributable to equity holders of the parent		1,353				2,574		955				1,605
Exchange differences on retranslation of foreign operations		(106)				(244)		-				-
Net other comprehensive loss to be reclassified to profit or loss in subsequent periods		(106)				(244)		-				-
Remeasurement (losses)/gains on defined benefit pension scheme		(964)				952		(964)				952
Deferred taxation on remeasurement losses/gains on defined benefit scheme		193				(396)		193				(396)
Revaluation surplus on land and buildings		-				1,939		-				2,056
Deferred taxation on revaluation surplus on land and buildings		-				(446)		-				(473)
Net other comprehensive (loss)/ profit not being reclassified to profit or loss in subsequent periods		(771)				2,049		(771)				2,139
Total comprehensive income for the period attributable to equity holders of the parent		476				4,379		184				3,744

Consolidated and company statement of changes in equity
			Issued capital		Capital redemption reserve		Other reserves		Revaluation reserve		Special reserve		Foreign exchange reserve		Treasury shares		Retained earnings		Total
			£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000
(a) Group
At 27th April, 2013			1,840		901		2,815		2,532		1,629		61		(100)		19,376		29,054
Profit for the period			-		-		-		-		-		-		-		2,574		2,574
Other comprehensive income/(loss)			-		-		-		1,493		-		(244)		-		556		1,805
Total comprehensive income/(loss)			-		-		-		1,493		-		(244)		-		3,130		4,379
Dividends paid			-		-		-		-		-		-		-		(1,452)		(1,452)
Purchase of own shares			-		-		-		-		-		-		(2,959)		-		(2,959)
Change in taxation rates			-		-		-		121		-		-		-		-		121
At 3rd May, 2014			1,840		901		2,815		4,146		1,629		(183)		(3,059)		21,054		29,143
Profit for the period			-		-		-		-		-		-		-		1,353		1,353
Other comprehensive loss			-		-		-		-		-		(106)		-		(771)		(877)
Total comprehensive (loss)/income			-		-		-		-		-		(106)		-		582		476
Dividends paid			-		-		-		-		-		-		-		(1,320)		(1,320)
At 2nd May, 2015			1,840		901		2,815		4,146		1,629		(289)		(3,059)		20,316		28,299
(b) Company
At 27th April, 2013			1,840		901		1,565		2,532		1,629		-		(100)		17,670		26,037
Profit for the period			-		-		-		-		-				-		1,605		1,605
Other comprehensive income			-		-		-		1,583		-		-		-		556		2,139
Total comprehensive income			-		-		-		1,583		-		-		-		2,161		3,744
Dividends paid			-		-		-		-		-		-		-		(1,452)		(1,452)
Dividend received from subsidiary			-		-		-		-		-		-		-		311		311
Purchase of own shares			-		-		-		-		-		-		(2,959)		-		(2,959)
Change in taxation rates			-		-		-		125		-		-		-		-		125
At 3rd May, 2014			1,840		901		1,565		4,240		1,629		-		(3,059)		18,690		25,806
Profit for the period			-		-		-		-		-		-		-		955		955
Other comprehensive loss			-		-		-		-		-		-		-		(771)		(771)
Total comprehensive income			-		-		-		-		-		-		-		184		184
Dividends paid			-		-		-		-		-		-		-		(1,320)		(1,320)
At 2nd May, 2015			1,840		901		1,565		4,240		1,629		-		(3,059)		17,554		24,670

Consolidated statements of financial position
At 2nd May, 2015
				Group				Company
				2015		2014		2015		2014
				£'000		£'000		£'000		£'000
ASSETS
Non-current assets
Property, plant and equipment				14,563		15,127		12,608		12,955
Intangible assets				3,818		4,135		13		21
Investments in subsidiaries				-		-		11,741		11,829
Deferred income tax asset				93		-		392		167
				18,474		19,262		24,754		24,972
Current assets
Inventories				8,464		8,162		7,393		7,250
Trade and other receivables				9,454		8,260		9,252		8,276
Income tax receivable				40		51		-		-
Prepayments				590		447		495		363
Cash and short-term deposits				17,148		14,286		16,199		13,241
				35,696		31,206		33,339		29,130
TOTAL ASSETS				54,170		50,468		58,093		54,102
EQUITY AND LIABILITIES
Equity
Equity share capital				1,840		1,840		1,840		1,840
Capital redemption reserve				901		901		901		901
Other reserve				2,815		2,815		1,565		1,565
Revaluation reserve				4,146		4,146		4,240		4,240
Special reserve				1,629		1,629		1,629		1,629
Currency translation reserve				(289)		(183)		-		-
Treasury shares				(3,059)		(3,059)		(3,059)		(3,059)
Retained earnings				20,316		21,054		17,554		18,690
				28,299		29,143		24,670		25,806
Non-current liabilities
Defined benefit pension liability				6,877		5,889		6,877		5,889
Deferred income tax liability				-		211		-		-
				6,877		6,100		6,877		5,889
Current liabilities
Trade and other payables				18,994		15,225		26,454		22,294
Income tax payable				-		-		92		113
				18,994		15,225		26,546		22,407
TOTAL EQUITY AND LIABILITIES				54,170		50,468		58,093		54,102

Cash flow statements
For the 52 weeks ended 2nd May, 2015				Group				Company
				2015		2014		2015		2014
				£000		£000		£000		£000
Profit before taxation				1,541		2,928		943		1,709
Adjustments to reconcile profit before taxation to net cash in flow from operating activities
Depreciation charge				1,117		1,227		931		1,028
Amortisation charge				317		316		8		9
Impairment in investment in subsidiary undertaking				-		-		88		40
Administration expenses-pension fund				316		350		316		350
Profit on sale of fixed assets				(78)		(124)		(75)		(130)
Finance costs				199		275		178		236
Foreign exchange gains/(losses)				65		(136)		-		-
Increase in inventories				(302)		(1,626)		(143)		(1,594)
(Increase)/decrease in receivables				(1,194)		4,805		(976)		5,562
(Increase)/decrease in prepayments				(143)		73		(132)		56
Decrease in payables				(389)		(2,550)		(38)		(2,877)
Increase in progress payments				4,158		1,632		4,198		1,869
Pension fund payments				(529)		(529)		(529)		(529)
Cash generated from operating activities				5,078		6,641		4,769		5,729
Interest received/(paid)				38		(21)		59		18
Taxation paid				(288)		(708)		(41)		(257)
Net cash inflow from operating activities				4,828		5,912		4,787		5,490
Investing activities
Purchase of property, plant and equipment				(833)		(940)		(693)		(842)
Sale of property, plant and equipment				187		278		184		178
Net cash outflow from investing activities				(646)		(662)		(509)		(664)
Financing activities
Dividends paid				(1,320)		(1,452)		(1,320)		(1,452)
Dividend received from subsidiary				-		-		-		311
Purchase of own shares				-		(2,959)		-		(2,959)
Net cash outflow from financing activities				(1,320)		(4,411)		(1,320)		(4,100)
Increase in cash and cash equivalents				2,862		839		2,958		726
Opening cash and cash equivalents				14,286		13,447		13,241		12,515
Closing cash and cash equivalents				17,148		14,286		16,199		13,241

The financial information set out above does not constitute the Company's statutory accounts for the periods ended 2^nd May, 2015 or 3^rd May, 2014 but is derived from those accounts.  Statutory accounts for 2014 have been delivered to the Registrar of Companies, and those for 2015 will be delivered following the Company's Annual General Meeting.  The auditors have reported on those accounts; their reports were unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

(1)

Segment information

The following table presents revenue and profit and certain assets and liability information regarding the Group's divisions for the periods ended 2nd May, 2015 and 3rd May, 2014.  The reporting format is determined by the differences in manufacture and services provided by the Group.  The Defence division is engaged in the design, manufacture and service of defence equipment.  The Forgings division is engaged in the manufacture of forgings.  The Petrol Station Superstructures division is engaged in the design and construction of petrol station superstructures.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which in certain respects, as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements. Group financing (including finance costs and finance revenue) and income taxes are managed on a group basis and are not allocated to operating segments.

			Defence				Forgings				Petrol Station				Total
											Superstructures
			2015		2014		2015		2014		2015		2014		2015		2014
			£000		£000		£000		£000		£000		£000		£000		£000
Revenue
External			17,010		19,445		15,120		14,058		13,373		13,627		45,503		47,130
Total revenue			17,010		19,445		15,120		14,058		13,373		13,627		45,503		47,130
Segment result			(151)		926		1,036		591		855		1,686		1,740		3,203
Net finance costs															(199)		(275)
Profit before taxation															1,541		2,928
Taxation															(188)		(354)
Profit for the period															1,353		2,574
Segmental assets			28,460		24,619		6,299		6,658		5,209		6,341		39,968		37,618
Unallocated assets( see below)															14,202		12,850
Total assets															54,170		50,468
Segmental liabilities			14,407		10,234		1,609		2,763		2,045		3,778		18,061		16,775
Unallocated liabilities(see below)															7,810		4,550
Total liabilities															25,871		21,325
Capital expenditure			82		134		526		450		168		121
Depreciation			217		189		424		454		276		330
Unallocated assets includes certain fixed assets, intangible assets, current assets and deferred tax assets. Unallocated liabilities includes  the defined pension benefit scheme liability and certain current liabilities.

Geographical analysis
The following table presents revenue and expenditure and certain assets and liabilities information by geographical segment for the periods ended 2nd May, 2015 and 3rd May, 2014.  The Group's geographical segments are based on the location of the Group's assets.  Revenue from external customers is based on the geographical location of its customers.
			Europe				North America				Rest of the World				Total
			2015		2014		2015		2014		2015		2014		2015		2014
			£000		£000		£000		£000		£000		£000		£000		£000
Revenue
External			36,255		32,803		4,810		4,487		4,438		9,840		45,503		47,130
Non-current assets			18,174		19,026		192		61		108		175		18,474		19,262
Current assets			34,063		29,682		1,432		1,191		201		856		35,696		31,206
Liabilities			25,593		20,805		259		390		19		653		25,871		21,325
Capital expenditure			751		904		135		-		-		36		886		940

Information about major customers															2015		2014
Revenue from major customers arising from sales reported in the Defence segment:															£000		£000
Customer 1															10,715
Customer 1																	10,796

(2)	Employee Information		2015		2014
			Number		Number
	The average number of employees, including executive directors, during the period was:
	Production		210		199
	Technical		65		62
	Distribution		27		25
	Administration		54		51
			356		337
(a)	Staff costs		2015		2014
	Their, including executive directors, employment costs were as follows:		£000		£000
	Wages and salaries		11,967		11,162
	Social Security costs		1,313		1,302
	Other pension costs		506		408
			13,786		12,872
			2015		2014
(b)	Directors' emoluments		£000		£000
	Aggregate directors' emoluments		1,141		1,112

(3)	Taxation
	The charge for taxation comprises:		2015		2014
			£000		£000
	Current tax
	United Kingdom corporation tax		19		236
	Tax over provided in previous years		(5)		(32)
	Foreign corporation tax		286		381
	Group current tax		300		585
	Deferred tax
	Origination and reversal of temporary differences		(50)		(72)
	Adjustments in respect of prior years		(62)		(67)
	Impact of reduction in deferred tax rate to 20%		-		(92)
	Group deferred tax		(112)		(231)
	Tax on profit		188		354
	Tax relating to items charged or credited to other comprehensive income
	Deferred tax
	Deferred tax on remeasurement gains/losses on pension scheme current year		(193)		219
	Impact of reduction in deferred tax rate to 20%		-		177
	Deferred taxation on revaluation surplus on land and buildings		-		446
	Income tax in the statement of comprehensive income		(193)		842
(b)	Factors affecting the tax charge for the year
	The tax assessed for the period differs to the standard rate of corporation tax in the UK (21%).  The differences are explained below:
			2015		2014
			£000		£000
	Profit before tax		1,541		2,928
	Profit multiplied by standard rate of corporation tax of 21%  (2014 - 23%)		324		673
	Expenses not deductible for tax purposes		(62)		(128)
	Adjustment in respect of prior periods		(74)		(99)
	Impact of reduction in deferred tax rate to 20%		-		(92)
	Total tax charge for the period		188		354
(4)	Earnings per share
	The calculation of basic earnings per share is based on:
	(a)   Profit for the period attributable to equity holders of the parent of £1,353,000 (2014 - 2,574,000).
	(b)   16,504,691 (2014 - 17,603,561) Ordinary shares, being the weighted average number of Ordinary shares in issue.
	This represents 18,396,073 (2014 - 18,396,073) being the weighted average number of Ordinary shares in issue less 1,891,382 (2013 - less 792,512) being the weighted average number of shares both held within the ESOT 245,048 (2014 -245,048) and purchased by the Company 1,646,334 (2014 - 547,464).
(5)	Dividends paid and proposed		2015		2014
			£000		£000
	Declared and paid during the year
	On Ordinary shares
	Final dividend for 2014 : 6.50p  (2013 - 6.50p)		1,073		1,180
	Interim dividend for 2015 : 1.50p (2014 - 1.50p)		247		272
			1,320		1,452
	Proposed for approval by shareholders at the AGM
	Final dividend for 2015: 6.50p (2014 - 6.50p)		1,073		1,073

(6)	Trade and other receivables
										Group													Company
										2015								2014					2015					2014
										£000								£000					£000					£000
	Trade receivables									7,772								5,572					6,646					4,326
	Retentions on contracts									1,681								2,644					1,681					2,644
	Amounts owed by subsidiary undertakings									-								-					924					1,264
	Other receivables									1								44					1					42
										9,454								8,260					9,252					8,276
	Gross amounts due from customers for contract work - included above									491								821					224					200
	The aggregate amount of costs incurred and recognised profits to date on contracts is £13,280,000 (2014 - £13,881,000).
	(a)   Trade receivables are denominated in the following currencies
														Group											Company
														2015							2014				2015				2014
														£000							£000				£000				£000
	Sterling													6,545							4,105				6,545				4,105
	Euro													236							510				101				221
	US dollar													643							245				-				-
	Other currencies													348							712				-				-
														7,772							5,572				6,646				4,326
	Trade receivables are non-interest bearing and are generally on 30 days terms and are shown net of provision for impairment.  The aged analysis of trade receivables not impaired is as follows:
	Group				Total		Not past due			< 30 days							30-60 days						60-90 days					> 90 days
					£000		£000			£000							£000						£000					£000
	2015				7,772		6,328			1,224							98						105					17
	2014				5,572		3,686			1,058							159						49					620
	As at 2nd May, 2015 trade receivables at a nominal value of £52,000 (2014 - £184,000) were impaired and fully provided. Bad debts of £151,000 (2014 - £165,000) were recovered and bad debts of £42,000 (2014 - £21,000) were incurred.
	Company
	2015				6,646		5,604			905							57						80					-
	2014				4,326		2,666			922							96						28					614
	As at 2nd May, 2015 trade receivables at a nominal value of £39,000 (2014 - £168,000) were impaired and fully provided. Bad debts of £143,000 (2014 - £165,000) were recovered and bad debts of £15,000 (2014 - £5,000) were incurred.
	(b) Retentions on contracts are denominated in the following currencies
												Group											Company
												2015							2014				2015					2014
												£000							£000				£000					£000
	Sterling											1,681							2,644				1,681					2,644
	Euro											-							-				-					-
	US dollar											-							-				-					-
	Other currencies											-							-				-					-
												1,681							2,644				1,681					2,644
	Retentions on contracts are non interest bearing and represent amounts contractually retained  by customers on completion of contracts for specific time periods as follows:
	Group					Total				Up to 6 months							6 - 12 months						12 - 18  months					18 - 24 months
						£000				£000							£000						£000					£000
	2015					1,681				1,681							-						-					-
	2014					2,644				2,644							-						-					-
	Company
	2015					1,681				1,681							-						-					-
	2014					2,644				2,644							-						-					-

(7)	Cash						Group				Company
							2015		2014		2015		2014
							£000		£000		£000		£000
	Cash at bank and in hand						9,884		4,786		8,935		3,741
	Short term deposits						7,264		9,500		7,264		9,500
							17,148		14,286		16,19		13,241

(8)	Reserves
	Share Capital
	The balance classified as share capital includes the nominal value on issue of the Company's equity share capital, comprising 10p Ordinary shares.
	Capital redemption reserve
	The balance classified as capital redemption reserve represents the nominal value of issued share capital of the Company, repurchased.
	Other reserve
	This is the revaluation reserve previously arising under UK GAAP which is now part of non-distributable retained reserves.
	Revaluation reserve
	The asset revaluation reserve is used to record increases in the fair value of land and buildings and decreases to the extent that such decrease relates to an increase on the same assets previously recognised in equity.    This also includes the impact of the change in related deferred tax due to the change in corporation tax (21% to 20%).
	Special reserve
	The balance classified as special reserve represents the share premium on the issue of the Company's equity share capital.
	Currency translation reserve
	The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations.
	Treasury Shares
											2015		2014
											£000		£000
	Employee Share Ownership Trust										100		100
	Shares in treasury (see below)										2,959		2,959
											3,059		3,059
	During 1991 the Company established an Employee Share Ownership Trust ("ESOT").  The trustee of the ESOT is Appleby Trust (Jersey) Ltd, an independent company registered in Jersey.  The ESOT provides for the issue of options over Ordinary shares in the Company to Group employees, including executive directors, at the discretion of the Remuneration Committee.
	The trust has purchased an aggregate 245,048 (2014 - 245,048) Ordinary shares, which represents 1.3% (2014 - 1.3%) of the issued share capital of the Company at an aggregate cost of £100,006.  The market value of the shares at 2nd May, 2015 was £346,000 (2014 - £508,000).  The Company has made payments of £Nil (2014 - £Nil) into the ESOT bank accounts during the period.  No options over shares (2014 - Nil) have been granted during the period.  Details of the outstanding share options, for Directors are included in the Directors' remuneration report.
	The assets, liabilities, income and costs of the ESOT have been incorporated into the Company's financial statements.  Total ESOT costs charged to the income statement in the period amounts to £4,000 (2014 - £4,000).  During the period no options on shares  were exercised (2014 - Nil) and no shares were purchased (2014 - Nil).
	The Company made the following purchases of its own 10p Ordinary shares to be held in Treasury:
													£000
	11th December, 2013 1,000,000 shares from the Group's pension scheme.												1,722
	30th January, 2014  646,334 shares												1,237
													2,959

The preliminary announcement is prepared on the same basis as set out in the previous year's accounts. The Directors confirm to the best of their knowledge that: (a) the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the group and the undertakings included in the consolidation taken as a whole; and (b) the Chairman's Statement includes a fair review of the development and performance of the business and the position of the group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. The preliminary announcement was approved by the Board on 17th June, 2015 and the above responsibility statement was signed on its behalf by Michael Bell, Executive Chairman and Michael O'Connell, Group Finance Director.

Copies of this announcement are available from the Company's registered office at MS INTERNATIONAL plc, Balby Carr Bank, Doncaster, DN4 8DH, England.  The full Annual Report and Accounts will be posted to shareholders shortly and will be delivered to the Registrar of Companies after it has been laid before the Company in general meeting.

 

END

 

 

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