Final Results
Ocean Wilsons Holdings Ld
19 March 2008
Ocean Wilsons Holdings Limited
Preliminary Announcement
At a board meeting held on the 18 March the following announcement of the
audited results of the Company and its subsidiary companies for the year ended
31 December 2007 was approved by the directors.
Chairman's Statement
Introduction
I am pleased to report another strong performance in 2007. As reported in the
Chairman's interim statement, on the 30 April 2007, Ocean Wilsons Holdings
Limited, ('Ocean Wilsons' or the 'Company') successfully floated Wilson Sons
Limited, ('Wilson Sons') the holding company of its Brazilian business, on the
Sao Paulo Stock Exchange and the Luxembourg Stock Exchange. The flotation
involved the sale of 18.7 million shares in Wilson Sons by Ocean Wilsons,
resulting in net proceeds to the Company of approximately US$ 205.6 million, and
the issue of 11 million new shares by Wilson Sons, raising approximately
US$119.1 million for Wilson Sons.
Following the flotation, Ocean Wilsons retains a 58.25% holding in Wilson Sons.
The Company will continue to fully consolidate Wilson Sons in its accounts but
with a 41.75% minority interest. As at the close of business on the 17 March
2008 the Wilson Sons share price was Real 20.00 resulting in a market value for
the Ocean Wilsons holding of 41,444,000 shares in Wilson Sons of approximately
US$482 million which is equivalent to US$13.63 per Ocean Wilsons Share.
Following a review of the possible options for the use of the net proceeds from
the sale, the Board decided as indicated in the April class one circular to
invest approximately US$183.0 million of this money in its investment
subsidiary, Ocean Wilson Investments Limited ('Ocean Wilsons Investments') to
increase the scale and breadth of that company's investments and expand the
remit to include alternative investment classes, including illiquid securities,
with a particular emphasis on emerging markets. This investment strategy will be
reviewed on a regular basis to ensure it is consistent with changing
circumstances in global markets.
The balance will be retained in a separate investment fund to cover the Ocean
Wilsons long term incentive plan liability as detailed below and pay the company
operating expenses.
Results
Revenue for the year grew 21% to US$404.0 million compared to US$334.1 million
in 2006 although operating profit for the year decreased 5% at US$ 58.5 million
(2006: US$61.4 million) principally due to reduced margins and higher payroll
costs. Investment revenues increased US$15.9 million to US$27.1 million (2006:
US$11.2 million) principally due to higher interest receipts from bank deposits.
Profit before tax increased US$225.7 million from US$77.7 million to US$303.4
million due to the profit on the disposal of the minority interest in Wilson
Sons of US$213.7 million and higher investment revenue.
Earnings per share based on ordinary activities after taxation and minority
interests were 729.8 cents (2006: 158.6 cents ).
Investment Portfolio
Investment mangers
The Group's investment portfolio is held by Ocean Wilson Investments Limited ('
Company') a wholly owned subsidiary registered in Bermuda. The Company has
appointed Hanseatic Asset Management LBG a Guernsey registered and regulated
investment group as its Investment Manager.
The investment managers receive an investment management fee based on the
valuation of the funds under management and an annual performance fee. The
investment management fee is an annual rate of 1% payable monthly in arrears.
The performance fee is 10% of the annual performance which exceeds the benchmark
and provided that the portfolio high water mark has been exceeded. The benchmark
is derived from the one year USD LIBOR, prevailing at the commencement of each
calendar year plus 2%.
Investment strategy
The Board of the company determines investment guidelines and restrictions in
conjunction with the investment manager, these together with the investment
managers reports are reviewed at the company's board meetings.
The investment strategy agreed with the Group's investment managers is to
maximise the total return on assets, by investing in a portfolio of diversified
assets including global equities, fixed income and alternative assets with a
particular emphasis on emerging markets. Investments are intended to add value
over the medium to longer-term through a non-market correlated, conviction based
investment style
Investment portfolio performance
Funds under management (including cash) at 31 December 2007 were $274.0million
(2006: $79.2million). The large increase from 2006 is principally due to the
US$183 million added to the investment portfolio during the year from the
proceeds of the sale of the Wilson Sons shares. The following table shows
portfolio performance compared to the portfolio benchmark and MSCI World Index.
Over the last 5 years the portfolio has returned 83.90% against 72.58% for the
MSCI index in the same period.
1 Year 3 Year 5 Year
Portfolio Performance 15.95% 46.38% 83.90%
Benchmark 7.33% 17.27% 21.20%
MSCI World Index 9.04% 38.60% 72.58%
Details of the individual investment holdings at 31 December 2007 and
performance are contained within the Investment Managers report included in the
financial review.
Brazil
In Brazil, the macro-economic fundamentals remain positive, in spite of the
uncertainty about future monetary policy. Brazilian GDP grew 5.4% in 2007,
supported by rising incomes and strong private consumption. Inflation remained
in line with the government's target,4.5% despite increasing pressure from
rising food prices. The strong Real helped government contain inflation by
cheapening imports and restricting opportunities for retailers to pass on
wholesale price increases to consumers. Interest rates remain amongst the
highest in the world at 11.25 % p.a although this is helping to keep inflation
under control.
The US$ 40 billion trade surplus in 2007 was 14% lower than 2006, although total
foreign trade grew 22% to US$ 282 billion. Exports increased 17% to US$ 161
billion, while imports grew 32% to US$ 121 billion, reaching all-time highs.
2007 was an exceptional year for the Brazilian stock market 'Bovespa'. In total
64 initial public offerings 'IPO's' were conducted in the year more than double
the 26 IPOs registered in 2006. The Bovespa Index (Ibovespa) reached 43 records
highs during 2007 reaching a peak of 65,790 points on 6 December 2007.
Exchange rates
In 2007, the Brazilian Real 'Real' appreciated 17.3% against the US Dollar from
R$2.14 at 1 January 2007 to R$1.77 at the year end. The appreciation of the Real
against the US Dollar generated a net exchange gain of US$7.8 million (2006:
US$5.4 million) on the Group's Real-denominated cash balances. The appreciation
of the Real also had an adverse effect on our Real denominated costs when
converted into US Dollars which effect sales margins.
Dividend
The Board is recommending the payment of a final dividend of 36 cents per share
(2006:20 cents) to be paid on the 16 May 2008, to shareholders on the close of
business on 11 April 2008 making a total dividend for the year of 40 cents per
share (2006: 22 cents per share)
The dividend for the year represents the full dividend to be received from
Wilson Sons relating to 2007 plus 3% of the average capital employed in the
investment portfolio. (The US$ 8 million received in dividends from Wilsons Sons
in March 2007 prior to Wilson Sons listing is not included in the Ocean Wilsons
2007 dividend calculation as this represents part of the profits earned in
2006).
The Company's target dividend payout in respect of each financial year is to pay
the Company's full dividend to be received from Wilson Sons in the period plus a
percentage of the average capital employed in the investment portfolio to be
determined annually by the Board.
Dividends will continue to be set in US Dollars and paid twice yearly.
Shareholders will continue to receive dividends in Sterling by reference to the
exchange rate applicable to the US Dollar on the dividend record date, except
for those shareholders that elect to receive dividends in US Dollars.
Your Board of Directors may review and amend the dividend policy from time to
time in light of our future plans and other factors. The payment of dividends
cannot be guaranteed and maybe discontinued or varied at the discretion of the
Board.
Long term incentive plan
Ocean Wilsons implemented a cash settled phantom option scheme that was approved
by shareholders at the Special General Meeting held on 19 April 2007. The scheme
is for selected senior management and the options provide for the option holder
to receive on exercise the difference between the option price of US$5.66 and
the lower of US$19.98, being the market capitalisation of the Wilson Sons at the
date of the IPO per OWHL share, and the market value of Wilson Sons per OWHL
share at the time of exercise. The awards vest in four tranches from April 2009
to April 2012 and expire in April 2016. No further options will be granted under
the scheme.
The maximum liability under the plan is US$25.1 million based on the Wilson Sons
IPO offer price.
A liability equal to the portion of the services received is recognised at the
current fair value at each balance sheet date. An accrual of US$ 10.0 million
has been included in the accounts at 31 December 2007 for benefits accruing
under the plan, although cash payments under the scheme will not be made before
April 2009. Awards under the long term incentive plan vest in four tranches from
April 2009 to April 2012 and expire in April 2016.
In April 2007, Wilson Sons implemented a Real denominated cash settled phantom
option scheme for selected senior management. The options will provide cash
payments on exercise for the option holder to receive on exercise the difference
between the option price of R$23.74 (Wilson Sons IPO price) and the Wilson Sons
market value at date of exercise. An accrual of US$ 2.6 million has been
included in the accounts at 31 December 2007 for benefits accruing under the
plan.
Corporate social responsibility
Ocean Wilsons is committed to the responsible management of all its activities
and believes that corporate social and environmental responsibility is key to
the interests of all our stakeholders
Employment
The Group currently employees more than 4,000 staff throughout Brazil and
created numerous employment opportunities through its suppliers and
sub-contractors. Ocean Wilsons is committed to the fair and equitable treatment
of all its employees in terms and conditions of employment irrespective of
gender, sexual orientation, religious beliefs, age, colour, or racial origin.
The company continues to invest in the education and professional development of
its employees.
We aim to prevent accidents and ill health in all aspects of the Group's
operations through continuous improvement of our processes and practices and
wherever possible reducing or eliminating health and safety risks associated
with our activities
All employees and their dependents, 10,037 people at 31 December 2007, receive
private medical cover at a cost of US$6.7 million (2006: US$5.2 million) to the
Group. In addition, the Group provided US$4.5 million (2006: US$3.1 million) of
food assistance for employees. .
Taxes
In 2007 the Group paid in excess of US$78 million (2006: US$70 million) in
Brazilian income, payroll and sales taxes.
Charitable donations
In line with our policy to support local causes the Group made contributions of
US$138,000 (2006: US$131,000) during the year. The emphasis of the Group's
actions continues to be community based projects helping disadvantaged children
and adolescents. The Group's principal contributions in 2007 were:
Task Brasil - project to improve the lives and supports the needs of children
and pregnant teenage girls living on the streets of Brazil.
Website: www.taskbrasil.org.uk
Escola de Gente - raising awareness and promoting social inclusion for all parts
of the community.
Instituto Reacao - operates in disadvantaged communities promoting human
development and social inclusion through sport and cultural activities.
Website: www.institutoreacao.org.br
Instituto Anglicano - project to teach disadvantaged children in Sao Paulo.
Website: www.insitutoanglicano.org.br
In addition to financial support, the Group encourages employees to participate
in social initiatives. In 2007 the Group created the corporate programme '
Criando Lacos' (Creating ties). The objective of this programme is to provide
financial support and promote employee involvement in social initiatives.
The Group continues to invest through fiscal incentives in documenting the
cultural heritage of the maritime industry in Brazil. In 2007 the Group
contributed US$118,000 to publishing the book 'Empresas mais que centenarias'
Group Policy on the environment
Ocean Wilsons recognises that care of the environment is a central business
concern, and we are dedicated to operating in a manner that protects the
environment and reduces the effects of pollution from our operations.
In 2007 the Group created a management committee to implement an environment
management system that would ensure that our businesses meets all regulatory and
legislative requirements and guarantees the safety of the Group's operations.
The Committee through its actions will continue to:
- Identify environmental risks
- Develop the Group's environmental policy
- Identify corrective actions to improve the Group's operating
procedures
- Implement preventive measures to reduce environmental risks
- Further develop emergency contingency plans
- Enhance the systems of internal reporting to improve the quality of
data so that we may monitor our environmental performance
- Communicate and train employees about the Group's environment policy
Outlook
The Group remains in a very good position to take advantage of the positive
Brazilian economic environment. We expect to maintain growth and invest in our
core businesses, primarily Port Terminals, Towage and Offshore.
Our capital investment programme for 2008 is focused on the completion of the
Tecon Rio Grande and Tecon Salvador container terminal expansions and further
investment in our offshore and tugboat fleets. Following expansion of the Tecon
Rio Grande terminal capacity will increase 60% to approximately 1.1 million TEUs
per annum.
The Brazilian Group started construction on a further four Platform Supply
Vessels (PSVs) at our shipyard, to be chartered to Petrobras under long term
service contracts. Two of these PSVs will be delivered in 2008 with the
remaining two forecast for delivery at the end of 2009. We are also
constructing three new tugboats as part of our ongoing tug renewal programme.
The strong Brazilian currency is still a challenge facing management, however,
we believe that the strong results delivered in 2007 and the continuous growth
posted in the period are examples of the management ability to deal with this
adverse environment.
Management and staff
On behalf of your Board, I would like to thank our management and staff for
their continuous efforts and support during the year and for delivering a
successful performance. We will continue to invest in their future through
training and incentive programmes.
J. F. Gouvea Vieira
Chairman
17 March 2007
WILSON SONS LIMITED OPERATING REVIEW
We have summarised the following highlights from the Wilson Sons 2007 Earnings
Report released on the 18 March 2008. The full report is available on the Wilson
Sons Limited website: www.wilsonsons.com
Wilson Sons, through its subsidiaries in Brazil, is one of the largest
integrated operators of port and maritime logistics in the Brazilian market,
with 170 years of experience, offering a comprehensive range of services with
emphasis on the port and shipping sector. The principal operating segments of
the business are port terminals, towage, logistics, shipping agency and
offshore.
Management considers that the 2007 results show the continued strength of the
Wilson Sons business and consider the synergy between our businesses a
competitive advantage in developing our business. The most important external
factors affecting our business are the level of Brazilian foreign trade, the
performance of the oil and gas industry in Brazil and growth in the Brazilian
economy.
Net revenue in 2007 grew by 20.9% to US$404.0 million from US$334.1 million in
2006. The principal drivers behind this improved performance were increases in
our port operation, towage and logistics revenue.
The following segmental operating profit figures reflect Ocean Wilson LTIP
charges not included in Wilson Sons accounts
Port Operations
The most important businesses in the port operations division are the container
terminals located in Rio Grande, Rio Grande do Sul and Salvador in Bahia. We
also operate terminals to support the offshore oil and gas industry.
Net revenue increased by 16.9%, from US$ 127.4 million in 2006 to US$ 149.0
million in 2007 as a result of increased container volumes, improved sales mix
and the positive effect of the stronger Real as approximately 48% of our
revenues are Real denominated.
Operating profit at US$40.8 million for 2007 was marginally ahead of 2006,
(US$39.4 million) as margins were eroded by higher operating costs, principally
increased headcount and labour costs (collective bargaining agreements and LTIP
provisions), higher equipment rental costs due to capacity constraints,
increased provisions for civil and labour claims and the adverse foreign
exchange effect on the Real denominated expenses.
Towage
Wilson Sons offers harbour towage, ocean towage, salvage support and maritime
support to the offshore oil and gas industry.
Towage net revenue increased by 23.6%, from US$ 118.8 million in 2006 to US$
146.8 million in 2007 due to increases in the number of harbour towage
manoeuvres, the average deadweight of vessels attended and higher revenues from
oil platform support, ocean towage and salvage support work.
Operating profit increased by 45%, from US$ 31.4 million in 2006 to US$ 45.4
million in 2007 reflecting the improved operating margins as a result of the
increase volumes in our high margin non-harbour towage services and tax credits
realised in the period.
Logistics
Wilson Sons develops and provides differentiated logistics solutions for the
management of the supply chain of our clients and the distribution of products,
including a number of logistics services, such as, storage, customs storage,
distribution, highway transportation, multimodal transportation and NVOCC - Non
Vessel Operating Common Carrier.
Net revenue from our Logistics business grew 40% from US$ 49.3 million in 2006
to US$69.1 million in 2007 driven by new customers in the pulp and paper and
glass industries, increase in the range of services provided to existing clients
and an increase in bonded warehouse revenue mainly as a result of higher import
volumes. As the majority of our revenue is Real denominated, revenue in US
Dollar terms was also positively impacted by the stronger Real.
Operating profit increased by 9.5%, from US$ 4.2 million in 2006 to US$ 4.6
million in 2007 although margins were adversely affected by start up costs and a
reduction in some higher margin business compared with 2006.
Shipping agency
Wilson Sons acts as the shipowners representative as well providing ship agency,
commercial representation, cargo documentation and container control for
shipowners.
Net revenue totalled US$ 20.4 million in 2007, representing a 14.6% increase
over 2006, US$ 17.8 million. This increase resulted mainly from increases in
bill of lading fees and container control fees.
Operating profit decreased from US$ 8.7 million in 2006 to US$ 2.9 million in
2007, mainly due to an increase in doubtful debts, US$ 1.8 million; increased
provision for civil and labour claims, LTIP expenses accrued in the period and
an adverse foreign exchange effect. As the majority of the divisions' revenue is
US Dollar denominated and costs are Real denominated, the appreciation of the
Real has an adverse effect on margins.
Offshore
Wilson Sons operates platform supply vessels (PSVs), to transport equipment and
supplies to and from offshore oil and gas installations.
Net revenue increased by 27.4%, from US$ 8.4 million in 2006 to US$ 10.7 million
in 2007 due to the commencement of our third PSV, Saveiros Fragata, in the
second quarter of 2007. This flowed through to operating profit which was 67%
higher at US$1.8 million.
Non Segmental
Non-segmented activities include shipyard and our joint venture dredging company
Dragaport and unallocated corporate costs.
Net revenue in 2007 fell from US$ 12.5 million in 2006 to R$ 8.0 million in 2007
due to a reduction in dredging operations in 2007, and lower third party
Shipyard revenue.
The operating loss increased from US$ 21.2 million to US$ 30.4 million
principally due to higher personnel costs, as a result of collective wage
increases and LTIP charges and increases in the provisions for contingencies
relating to civil and labour lawsuits
OCEAN WILSONS HOLDINGS LIMITED FINANCIAL REVIEW
Revenue
Group revenue, as reported for the year, was US$404.0 million, up 21% on 2006
(US$334.1 million) principally due to increases in the towage, port operations
and logistics businesses. Specific contributors to increased revenues were
increases in volumes and the exchange effect of the appreciation of the Real
against the US Dollar. As a substantial part of our tariffs are Real denominated
the appreciation of the Real increases revenue in US Dollar terms.
Operating margins and profit
Operating profit for the year remained strong at US$58.5 million although lower
than the US$ 61.4 million reported in 2006. Improved operating results from our
Brazilian business, US$72.3million (2006 US$ 64.0 million) were offset by
charges from the OWHL long term incentive plan, US$10.0 million, (2006: nil) and
investment portfolio management costs. The improvement in Brazilian operating
profit arose mainly from the increase in Group revenue. Group margins were
adversely impacted by the appreciation of the Real against the US Dollar and
increased labour costs, as a result of collective wage agreements and LTIP
charges.
Investment revenues
Investment revenue in 2007 increased by US$ 15.9 million to US$27.1 million from
US$11.2 million in 2006, principally due to increased interest from bank
deposits and higher exchange gains on cash and cash equivalents. The increase
in interest receivable resulted from higher cash balances in 2007 following the
sale of the minority interest in Wilson Sons.
Other gains and losses
Other gains arising from the Group's portfolio of trading investments remained
broadly unchanged at US$11.7 million (2006: US$11.4 million).
Finance costs
Finance costs in 2007 increased by US$1.2 million to US$7.6 million from US$6.4
million in 2006. The increase was attributable to increased interest payable as
a result of higher borrowings and higher other interest charges. These negative
movements were partially offset by higher exchange gains on foreign currency
borrowings.
Profit before tax
Group profit before tax for the year increased US$225.7 million to US$303.4
million from US$77.7 million in 2006 principally due to the profit on the sale
of the minority interest in Wilson Sons, US$ 213.7 million. Removing the profit
on the sale of the minority interest, profit before tax in 2007 was US$ 11.9
million higher at US$89.7 million.
Taxation
The US$25.7million tax charge (2006: US$20.8million) for the year represents an
effective tax rate for the period of 8% (2006: 27%). The corporate tax rate
prevailing in Brazil is 34%. The lower effective tax rate primarily reflects
the benefit of income arising in subsidiaries operating in jurisdictions with
lower tax rates, principally the profit on the sale of the minority interest in
Wilson Sons.
Earnings per share
Basic earnings per share for the year were 729.8 cents, compared with 158.6
cents in 2006 due to the higher profit attributable to shareholders as a result
of the sale of the minority interest in Wilson Sons.
Cash flow
During the period there was a net cash inflow of US$157.2 million (2006: US$7.4
million outflow) principally due to the disposal of the minority interest in
Wilson Sons, (US$ 324.7 million inflow) less purchases of trading investments
US$207.2 million (2006 US$14.5 million). The large increase in purchases of
trading investments (principally liquid funds) results from the additional
US$183.0 million added to the portfolio during the year.
Net cash flow from operating activities in 2007 increased by US$ 19.0 million or
51% to US$56.2 million from US$37.2 million in 2006 principally due to improved
working capital movements during 2007, US$1.0 million positive movement (2006:
US$12.2 million adverse movement).
Capital expenditure of US$92.3 million was mainly invested in vessel
construction and the expansion of Tecon Rio Grande. (2006: US$42.2 million).
During 2007 the Group's started construction on a further two Platform Supply
Vessels (PSV) and continued the tug fleet renewal programme. Significant
investments were made in civil works for the construction of the third berth at
Tecon Rio Grande and purchasing equipment for Tecon Rio Grande and Tecon
Salvador.
At 31 December 2007, the Group had US$ 227.6 million in cash and cash
equivalents, (2006: US$62.6 million).
Balance sheet
Net equity (equity attributable to ordinary shareholders of the Company)
increased from US$ 221.8 million at the beginning of the year to US$ 478.8
million, due to the profit in the period after minority interests. The strong
growth in net assets reflects the strong profit performance over the year as
well as the appreciation of the Brazilian Real. This translates into net assets
per share excluding minority interests of US$13.54 cents per share (31 December
2006: US$6.27). of this trading investments of US$272.8 million equates to
US$7.72 per share. Minority interests increased from US$3.8 million at the
beginning of the year to US$ 134.3 million, principally due to the sale of a
41.75% minority interest in Wilson Sons.
Debt
The Group's consolidated borrowings (including obligations under finance leases)
increased US$ 40.0 million at 31 December 2007 to US$151.8 million, (31 December
2006: - US$ 111.8 million). Additional funds were released by the BNDES to
finance Platform Supply Vessels construction. During 2007 the Group made capital
repayments on existing loans in accordance with debt repayment schedules of
US$16.7 million (2006: US$16.1 million).
At 31 December 2007 the Company and its subsidiaries had US$227.6 million in
cash and cash equivalents (31 December 2006: US$62.6 million).
Insurance
Our underwriting subsidiary, Ascension Underwriting recorded underwriting
profits of US$ 1.2million in the period representing part of the profits from
the 2003, 2004 and 2005 underwriting years. The last year of underwriting, the
2005 year of account will close in 2008 and is forecast to make a modest profit.
Investment Portfolio
Hanseatic Asset Management LBG that manages the Group's Investment portfolio
reports as follows:
Background
Following the successful floatation in April 2007 of Wilson Sons Limited on the
Sao Paulo Stock Exchange and Luxembourg Stock Exchange, Ocean Wilsons
Investments Limited received US$183m (of the total net proceeds of US$205.6m) in
October 2007. The monies were initially invested, in equal proportion, in three
Dollar cash Funds offering daily liquidity and competitive interest rates
together with 'AAA' financial institutions, namely Goldman Sachs, Lehman
Brothers and Morgan Stanley.
As reported in the 2007 Interim Report, the additional cash will be used 'to
increase the scale and breadth of that company's investments and expand the
remit to include alternative investment classes, including illiquid securities,
with a particular emphasis on emerging markets'. Details of new investments are
outlined under the 'Portfolio Activity' section of this report.
General
Last year's management commentary anticipated that there would be positive
returns from equities in 2007, but not on the scale of recent years, and that
the level of market volatility would increase markedly. In US Dollar terms, the
MSCI World Index of share prices advanced by 9%. However, weakness in the Dollar
undermined these returns for non-dollar investors. For instance, the Dollar fell
by over 9% against the Euro and by nearly 17% against the Brazilian Real. Within
the global equity universe, the best gains came from Asia ex Japan and Emerging
Markets generally. Once again, commodities outperformed shares with oil,
precious metals and agricultural prices appreciating significantly - partly to
compensate for Dollar weakness.
For the first half of the year, markets were relatively stable. Signs of a
weakening housing market in the US emerged during spring with the collapse of
several sub-prime mortgage lenders. However, by the summer the contagion with
wider credit markets triggered a repricing of credit risk. Liquidity disappeared
from structured credit instruments such as Collateralized Debt Obligations
(CDOs) and Asset Backed Securities (ABS). Commercial Banks simply refused to
lend to each other.
Initially equity markets took a sanguine view that Central Banks would have to
inject liquidity and many Emerging Markets in particular reached new highs,
notably those markets related to China. Later in the year, the realisation that
the US economy might be heading for recession and the scale of likely write-offs
in the banking sector dominated equity markets and shares retreated to close the
year well below their highest levels. What caught markets by surprise was the
extent of the sub-prime mortgage implosion. The degree of repackaging and
securitisation along with the extent to which these securities had been sold
around the world, together with seriously inaccurate assessments from the credit
rating agencies, had not been properly understood by most market participants.
Consequently, the scale of the problem and subsequent vulnerability throughout
the financial sector proved shocking to markets. This realisation turned
widespread investor complacency that the Federal Reserve would come to the
rescue, into investor panic about how bad the situation might get. With this as
background, what perhaps is surprising is not that equities sold off in the
fourth quarter, but how well they had done until then.
With the exception of Japan all the major markets gave positive returns in
excess of cash in 2007. In the case of the overlapping asset classes MSCI Far
East ex Japan (+30.7%) and MSCI Emerging Markets (+36.5%) the returns were
significantly in excess of that. Finally, it is worth noting the emergence of
the agricultural sector as an investment theme in 2007. Futures contracts in a
number of agricultural commodities such as wheat (+52%) and soybeans (+54%)
rallied to reach multi-year highs. Demographics, industrialisation, climatic
conditions and competing land-use claims for biofuels are driving this price
cycle, which may become as profound and entrenched as the strength in oil and
metal prices.
PERFORMANCE
ANNUAL PERFORMANCE
Since 2007 2006 2005 2004 2003 2002 2001 2000*
inception -
1 Nov 2000
Fund Performance 85.58% 16.00% 18.30% 12.13% 17.74% 19.78% -11.22% -1.85% -2.15%
MSCI 12.19% 9.04% 20.07% 9.49% 14.72% 19.26% -27.66% -14.56% -7.44%
Performance Benchmark 34.79% 7.33% 6.84% 3.10% 4.20% -0.27% 0.17% 9.58% -0.05%
Note: * in respect of period 1st November - 31st December 2000 only
The portfolio produced solid returns in 2007 amidst an environment of increasing
volatility levels. The portfolio returned 16.00% over the year, comfortably in
excess of the MSCI World Index (+9.04%) and the performance benchmark (+7.33%).
Over the seven years that Hanseatic Asset Management has had the mandate of
managing the portfolio it has increased in value by 85.51%. Over the same period
the MSCI World Index increased by only 12.19% and the performance benchmark by
34.79%.
The Emerging Markets were the standout theme behind the portfolio's returns. The
portfolio also gained from its commitment to the resources sector. Returns were
negative in Japan due to market weakness. Weak investment selection in Europe
was more than offset by positive selection in resources and Emerging Markets.
The long-standing bias in the portfolio emphasizing Emerging Markets at the
expense of the US paid off again in 2007.
The top ten performing investments in 2007 were:
Security Name Returns %
Merrill Lynch World Mining Trust Plc 55.4
UTS Energy Corporation 40.3
Close Finsbury Far East Equity Fund 38.6
SR Phoenicia Class B - Carthaginian Portfolio 38.2
Investec Global Strategy Fund Ltd - Global Energy Fund 37.9
Lansdowne UK Equity Fund 35.4
SR Global Fund - Emerging Markets 33.8
SR Global Fund - Asia 30.4
Aberdeen Global Asia Pacific Fund 27.9
Genesis Emerging Markets Fund Ltd 27.9
The individual investments which provided the greatest contribution to
performance in 2007 were:
Security Name Contribution %
Lansdowne UK Equity Fund 3.3
Merrill Lynch World Mining Trust Plc 3.0
SR Global Fund - Emerging Markets 1.8
Close Finsbury Far East Equity Fund 1.6
Aberdeen Global Asia Pacific Fund 1.1
SR Global Fund - Asia 1.0
Lansdowne European Equity Fund 1.0
Findlay Park American Smaller Companies Fund 0.9
BlueBay European Credit Opportunity Fund 0.7
Investec Global Strategy Fund Ltd - Global Energy Fund 0.6
As at 31st December 2007, the portfolio's largest holdings were as follows:
Market Value % of
Security Name US$ NAV
Morgan Stanley Funds Plc USD Liquidity Fund 60,556,617 22.10
Lehman Brothers Liquidity Fund Plc USD 53,819,214 19.64
Goldman Sachs Funds Plc USD Liquid Reserves Fund 53,334,250 19.47
Lansdowne UK Equity Fund 9,324,634 3.40
Merrill Lynch World Mining Trust Plc 8,005,090 2.92
Lansdowne European Equity Fund 5,587,630 2.04
SR Global Fund - Emerging Markets 5,185,632 1.89
Findlay Park American Smaller Companies Fund 4,690,929 1.71
Ashmore Emerging Markets Liquid Inv. Portfolio 4,652,782 1.70
JO Hambro Japan Fund 4,393,902 1.60
Close Finsbury Far East Equity Fund 4,270,413 1.56
BlueBay European Credit Opportunity Fund 4,107,086 1.50
Orbis Sicav - Japan Equity 3,782,058 1.38
Aberdeen Global Asia Pacific Fund 3,725,086 1.36
ARC Capital Holdings Ltd 3,262,537 1.19
BlackRock Agriculture Fund 3,166,103 1.16
SR Global Fund - Asia 3,091,116 1.13
Pacific Alliance China Land Ltd 3,045,000 1.11
Finsbury Growth & Income Trust Plc 2,665,243 0.97
Jupiter European Opportunity Trust Plc 2,602,292 0.96
Top twenty holdings 243,267,614 88.79
Other holdings (30) 29,566,520 10.79
Cash 1,152,283 0.42
TOTAL (50) 273,986,417 100.00
ASSET CLASS ALLOCATION as at 31st December 2007
Total Portfolio (including Cash) - US$273,986,417
%
Liquidity fund 56.6
Hedge Funds 10.9
Long Only 18.8
Private Equity 7.7
High Yield 3.2
Real Assets 2.8
GEOGRAPHICAL DISTRIBUTION as at 31st December 2007
Total Portfolio (including Cash) - US$273,986,417
%
Liquidity Funds 56.6
Far East 8.6
Emerging Markets 7.5
United Kingdom 7.2
Global 7.1
Continental Europe Eu Ex Uk 5.4
United States 4.0
Japan 3.6
INVESTED AND COMMITTED PORTFOLIO
(excluding Liquidity funds and cash) - US$118,937,074
%
Far East 19.8
Emerging Markets 17.3
United Kingdom 16.6
Global 16.4
Continental Europe Eu Ex Uk 12.4
United States 9.1
Japan 8.4
Portfolio activity
New Investments
During the year, there were purchases worth approximately US$18m (excluding
liquid funds). Eight new investments were made in 2007: ARC Capital Holdings
Ltd, BlackRock Agriculture Fund, Pacific Alliance China Land Ltd, Prusik Asia
Fund, RAB Special Situations Company Ltd, Summit Germany Ltd, Tau Capital Plc
and Vietnam Opportunity Fund Ltd. An additional investment was made to the
long-term holding in Merrill Lynch World Mining Trust Plc. Details of the new
investments are as follows:
ARC Capital Holdings Ltd is an AIM-traded private equity Fund investing in the
Chinese consumer and retail sectors. The Fund will seek to invest, generally
through significant minority stakes, in opportunities which have clear market
scalability and potential near term IPO activity to enhance exit options.
The BlackRock Agriculture Fund invests across the spectrum of agricultural
related equities, soft commodity futures and agricultural property. Demographic
shifts, industrialisation, and competing land-use claims for biofuels are the
drivers behind current momentum in the sector after decades of weak profits and
falling real prices.
Pacific Alliance China Land Ltd is an AIM-traded Fund. The Fund will invest in
Chinese real estate on a nationwide basis across residential, commercial and
industrial sectors with a focus on second and third tier cities.
The Prusik Asia Fund is a long-only Fund exposed to the growth economies of
Asia. The Fund takes a focused and thematic approach.
Summit Germany Ltd is an AIM-traded holding company, investing primarily in
office, industrial and other commercial properties throughout Germany.
RAB Special Situations Company Ltd is an AIM-traded feeder Fund with high
exposure to natural resources and managed aggressively. The Manager is an
advocate of the Commodities Super-Cycle.
Tau Capital Plc is an AIM-traded Fund with a mandate to invest in listed and
unlisted companies, together with special situations primarily in Kazakhstan.
Vietnam Opportunity Fund Ltd is a diversified AIM-traded Fund investing in
public and private equities, together with selective real estate investments in
the rapidly expanding economy of Vietnam.
New Investment Commitments
In addition and in accordance with the portfolio's new mandate, four
commitments, totalling US$16m, were made into alternative/illiquid investments
in 2007: Ashmore Global Special Situations Fund IV LP, CLSA MezzAsia Capital LP,
Hupomone Capital Fund LP and New York Life Investment Management Jacob Ballas
India Fund III LLC. Details of the new investments are as follows:
Ashmore Global Special Situations Fund IV LP (US$5m commitment) is a Guernsey
Limited Partnership, investing in mainly privately sourced and structured longer
term debt, equity and hybrid investments with event-driven value. The Fund has a
life of seven years.
CLSA MezzAsia Capital LP (US$3m commitment) is a Cayman Islands Exempted Limited
Partnership. The Fund provides mezzanine capital to pan-Asian mid-cap companies
and financial sponsors in leveraged buyout situations. Its focus is on
established and non-cyclical businesses with stable cash flow. The Fund has a
life of ten years.
Hupomone Capital Fund LP (US$3m commitment) is a Cayman Islands Exempted Limited
Partnership. The Fund provides growth capital to invest in scalable high-growth,
mid-market unlisted companies in the manufacturing and service industries in
China. The Fund seeks to invest in sector leaders and will target growth
industries such as healthcare, energy, environment and technology. The Fund has
a life of eight years.
New York Life Investment Management Jacob Ballas India Fund III LLC (US$5m
commitment) is a Mauritius Public Limited Liability Company. The Fund makes
investments in privately negotiated equity or equity related investments in
unlisted Indian companies, following three key themes: investment demand driven
by infrastructure and capital goods, domestic consumer spending and competitive
global sourcing of goods and services from India. The Fund has a life of ten
years.
Outlook
The early weeks of 2008 have seen some of the sharpest market falls for a
decade. At the end of January 2008, the MSCI World Index was 17% below its peak
in October 2007. Deleveraging and rapidly rising risk aversion together with
fears that the Western World and ultimately the global economy are tipping into
recession have resulted in a very jittery stock market. As ever at times like
this, the great and the good of the investment guru industry bid to outdo each
other with their pessimism and bearishness. It seems inevitable that many key
economies such as the US, UK, Europe and Japan will experience slower growth in
2008, and that a weaker housing market will cause consumers to retrench. It is
also true that downside risks have increased and that the potential
vulnerability of the financial system is clearly evident.
Against this we must note the aggressive actions of the Federal Reserve to
achieve monetary reflation. This may take time to work through the system as
banks repair battered balance sheets, but clearly shows that the US Federal
Reserve thinks there is room to manoeuvre. Many bearish commentators felt that
given the level of energy and food prices together with the weakness of the
Dollar, the US Federal Reserve would feel they had insufficient leeway to ease
policy. This does not appear to be the case as yet. As far as the
interconnectedness of the global economy is concerned, the market adage 'when
America sneezes the world catches a cold' may need revising. This is
particularly true in the case of the Emerging Markets of Asia, which have been a
long-standing area of emphasis for the portfolio. Reduced demand, from the US
will obviously have a major impact on Asia's export industries and growth will
slow. However, domestic demand should remain more robust during this slowdown.
Savings rates are high; there is little leverage in the system; and there are
massive ongoing infrastructure projects occurring throughout Asia that will not
be affected one way or the other by the US.
Confidence in the long-term outlook for Asia and the Emerging Markets is
reflected in the positioning of portfolio. Combined they make up over 37% of the
invested portfolio. The next largest weighting is in UK which has benefited from
sustained strong performance from the portfolio's largest holding Lansdowne UK
Equity Fund. Returns in Europe have been boosted by the Euro's strength against
the Dollar. Investing in Japan continues to be a frustrating business. Domestic
policy in Japan appears inept to an outsider and Japan Inc. is clearly tied to
the fortunes of the world economy. While it is difficult to articulate a
scenario which revitalizes the share market it is hard not to conclude that a
great deal of bad news is in the price. Valuations are lower than at any time in
living memory and dividends are creeping up and now exceed the rate on a 10-year
bond. Frustration in and of itself is not a good reason to sell shares. Relative
to the index the most striking difference in weightings is in the USA. It
accounts for over half of the MSCI World Index, but is less than 10% of the
invested portfolio. The relative attractions of the US may be due some
re-assessment, however, as a rapidly improving trade and budget account,
together with a competitively priced currency and stimulative monetary policy
set the scene for the next advance.
The portfolio has generated an annualised rate of return in excess of 21% during
the bull market since March 2003. This is significantly in excess of the mean
long-term return from equity investing. Reversion to the mean has a strong
gravitational pull and it would be an act of folly to assume that such benign
conditions would continue indefinitely for investors. After such a serious
setback in markets at the start of the year, anticipating more difficult and
turbulent times ahead is an inevitable consequence. Two of the major props of
the strong market environment of the last five years, namely an insatiable US
consumer and abundant credit, appear to have gone into hibernation. However, as
ever with stock market investing the most important piece of analysis is
assessing what has been discounted in share prices. If history is any guide then
markets have already experienced three quarters of the downside of a typical
bear market. In terms of duration, however, the process is probably less than
the half way through. Inevitably, patience will be tested. There are good
reasons though to resist the gospel of bearishness. Despite the good performance
of equities as an asset class, valuations have stayed in touch with underlying
corporate earnings growth. Abundant credit created many asset bubbles but blue
chip equities were never at the vanguard of excess. The quoted corporate balance
sheet is not overleveraged and new sources of demand such as Sovereign Wealth
Funds are highlighting the long-term strategic value that down markets
inevitably create. Time is more important than timing in investment and the more
adverse sentiment becomes the more opportunity increases.
The current weak market environment is providing many opportunities for the
Investment Manager to implement its mandate at more attractive levels than would
have been the case in 2007. Since year end, the Investment Manager has been
active in exploiting the recent sell off in global markets. In 2008, as at mid
February, the portfolio had invested in four new positions (Aberforth Smaller
Companies Trust Plc, BlackRock Middle East & North Africa Opportunities Fund,
Gazprom ADR and Jupiter Financial Opportunities Fund), made one switch (from
Ashmore Emerging Markets Liquid Investment Portfolio to Ashmore Local Currency
Debt Portfolio) and made additional investments into six existing positions
(BlackRock Agriculture Fund, Finsbury Growth & Income Trust Plc, Investec Global
Strategy Fund Ltd - Global Energy Fund, Jupiter European Opportunity Trust Plc,
Merrill Lynch World Mining Trust Plc and Prusik Asia Fund).
Ocean Wilsons Holdings Limited
Consolidated income statement
for the year ended 31 December 2007
2007 2006
Notes US$'000 US$'000
Revenue 404,046 334,109
Raw materials and consumables used (40,464) (53,886)
Employee benefits expense 4 (126,067) (83,225)
Depreciation & amortisation expense (19,066) (15,100)
Other operating expenses (164,760 (125,247
Profit on disposal of property plant and equipment 4,819 435
Profit on disposal of joint venture - 2,965
Release of surplus on acquisition of interest in - 1,433
subsidiary
Share of loss of associate - (51)
Operating profit 58,508 61,433
Investment revenue 5 27,101 11,196
Other gains and losses 6 11,700 11,433
Finance costs 7 (7,566) (6,414)
Profit on sale of minority interest 11 213,667 -
Profit before tax 303,410 77,648
Income tax expense 8 (25,723) (20,765)
Profit for the year 277,687 56,883
Attributable to:
Equity holders of parent 258,065 56,077
Minority interests 19,622 806
277,687 56,883
Earnings per share
Basic and diluted 10 729.8c 158.6c
Ocean Wilsons Holdings Limited
Consolidated balance sheet
as at 31 December 2007
2007 2006
US$'000 US$'000
Non-current assets
Goodwill 13,132 13,132
Other intangible assets 2,042 2,053
Property, plant and equipment 252,113 175,785
Deferred tax assets 12,713 8,289
Available for sale investment - 5,346
Other non-current assets 11,121 7,809
291,121 212,414
Current assets
Available for sale investment 6,466 -
Inventories 7,379 7,061
Trading investments 272,834 73,192
Trade and other receivables 69,301 54,413
Cash and cash equivalents 227,641 62,599
583,621 197,265
Total assets 874,742 409,679
Current liabilities
Trade and other payables (85,625) (54,223)
Current tax liabilities (766) (1,944)
Obligations under finance leases (869) (581)
Bank overdrafts and loans (14,720) (14,945)
Derivative financial instruments - (782)
(101,980) (72,475)
Net current assets 481,641 124,790
Non-current liabilities
Bank loans (134,744) (95,216)
Deferred tax liabilities (11,035) (9,336)
Provisions (12,484) (5,913)
Obligations under finance leases (1,441) (1,098)
(159,704) (111,563)
Total liabilities (261,684) (184,038)
Net assets 613,058 225,641
Capital and reserves
Share capital 11,390 11,390
Retained earnings 419,080 173,305
Capital reserves 29,779 25,973
Investment revaluation reserve 2,341 2,381
Translation reserve 16,217 8,762
Equity attributable to equity holders of the parent 478,807 221,811
Minority interests 134,251 3,830
Total equity 613,058 225,641
Ocean Wilsons Holdings Limited
Statement of changes in Equity
as at 31 December 2007
Attributable
Investment to equity
Share Retained Capital revaluation Translation holders of Minority Total
capital earnings reserves reserve reserve the parent interests equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 January 2006 11,390 126,331 23,942 1,856 6,538 170,057 1,313 171,370
Gains on available for - - - 525 - 525 - 525
sale investment
Currency translation - - - - 2,224 2,224 187 2,411
adjustment
Profit for the period - 56,077 - - - 56,077 806 56,883
Total income and expense - 56,077 - 525 2,224 58,826 993 59,819
for the period
Dividends - (7,072) - - - (7,072) - (7,072)
Acquisition of minority - - - - - 1,524 1,524
interest
Transfer to capital - (2,031) 2,031 - - - - -
reserves
Balance at 1 January 2007 11,390 173,305 25,973 2,381 8,762 221,811 3,830 225,641
Gains on available for - - - (40) - (40) - (40)
sale investment
Currency translation - - - - 7,455 7,455 655 8,110
adjustment
Profit for the period - 258,065 - - - 258,065 19,622 277,687
Total income and expense - 258,065 - (40) 7,455 265,480 20,277 285,757
for the period
Dividends - (8,484) - - - (8,484) (877) (9,361)
Disposal of minority - - - - - - 111,021 111,021
interest
Transfer to capital - (3,806) 3,806 - - - - -
reserves
Balance at 31 December 11,390 419,080 29,779 2,341 16,217 478,807 134,251 613,058
2007
Ocean Wilsons Holdings Limited
Cash flow statement
for the year ended 31 December 2007
2007 2006
Note US$'000 US$'000
Net cash inflow from operating activities 12 56,222 37,239
Investing activities
Interest received 16,896 5,922
Dividends received from associate - 327
Dividends received from trading investments 1,186 915
Proceeds on disposal of trading investments 19,229 17,280
Income from underwriting activities 2,072 -
Proceeds on disposal of property, plant and equipment 8,700 2,144
Purchases of property, plant and equipment (92,349) (42,231)
Proceeds on investment in an associate - 49
Net cash inflow arising from acquisition of subsidiary - 1,723
Purchases of trading investments (207,171) (14,476)
Net cash inflow arising on disposal of minority interest 11 324,688 -
Net cash inflow arising on disposal of joint venture - 3,464
Net cash used from/(in) investing activities 73,251 (24,883)
Financing activities
Dividends paid 9 (8,484) (7,072)
Dividends paid to minority shareholders in subsidiary (612) -
Repayments of borrowings (16,663) (16,099)
Repayments of obligations under finance leases (633) (3,421)
New bank loans raised 54,882 20,955
(Decrease)/increase in bank overdrafts (766) 640
Net cash from/(used) in financing activities 27,724 (4,997)
Net increase in cash and cash equivalents 157,197 7,359
Cash and cash equivalents at beginning of year 62,599 50,881
Effect of foreign exchange rate changes 7,845 4,359
Cash and cash equivalents at end of year 227,641 62,599
Ocean Wilsons Holdings Limited
Preliminary Announcement
Notes to the Preliminary Announcement
1. Basis of Accounting
The financial statements have been prepared on the historical cost basis, except
for the revaluation of financial instruments. The accounting policies applied
are consistent with those set out in the Group's 2006 Annual Report.
2. Basis of Preparation
The financial information set out in this announcement does not constitute the
Group's statutory financial statements for the years ended 31 December 2007 or
2006, but is derived from those accounts. The auditors have reported on those
accounts and their reports were unqualified.
Whilst the financial information included in this preliminary announcement has
been prepared in accordance with International Financial Reporting Standards
(IFRSs), this announcement does not itself contain sufficient information to
comply with IFRSs.
3 Business and geographical segments
Business segments
For management purposes, the Group is currently organised into seven
operating activities; towage, port terminals, ship agency, offshore logistics,
investment and non-segmented activities. These divisions are the basis on
which the Group reports its primary segment information.
Segment information relating to these businesses is presented below.
2007 Non
Port segmented
Towage terminals Ship Offshore Logistics Investment activities Elimination Consolidated
agency
Year Year Year Year Year Year ended Year ended Year ended Year ended
ended ended ended ended ended
2007 2007 2007 2007 2007 2007 2007 2007 2007
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Revenue 146,838 148,995 20,392 10,710 69,052 - 8,059 - 404,046
Intersegment - - - - - - 66,949 (66,949) -
sales
146,838 148,995 20,392 10,710 69,052 - 75,008 (66,949) 404,046
Result
Segment result 45,388 40,825 2,946 1,840 4,568 (2,596) (34,463) - 58,508
Intersegment - - - - - - 4,033 (4,033) -
result
45,388 40,825 2,946 1,840 4,568 (2,596) (30,430) (4,033) 58,508
Investment - - - - - 2,603 24,498 - 27,101
revenue
Other gains - - - - - 11,700 - - 11,700
and losses
Finance costs (2,752) (2,464) (23) (1,313) (412) - (602) - (7,566)
Profit on sale - - - - - - 213,667 - 213,667
of minority
interest
Profit before 42,636 38,361 2,923 527 4,156 11,707 207,133 - 303,410
tax
Tax (25,723)
Profit after 277,687
tax
Other
information
Capital (21,082) (26,266) (849) (41,965) (1,582) - (840) - (92,584)
additions
Depreciation (6,480) (6,724) (348) (2,618) (714) - (2,182) - (19,066)
and
amortisation
Balance Sheet
Assets
Segment assets 121,422 171,027 5,682 77,417 18,289 275,907 204,998 - 874,742
Liabilities
Segment (73,886) (59,454) (7,983) (73,904) (9,307) (1,967) (35,183) - (261,684)
liabilities
2006 Non
Port segmented
Towage terminals Ship Offshore Logistics Investment activities Elimination Consolidated
agency
Year ended Year ended Year Year Year Year ended Year ended Year ended activities
ended ended ended
2006 2006 2006 2006 2006 2006 2006 2006 2006
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Revenue 118,817 127,436 17,778 8,356 49,250 - 12,472 - 334,109
Intersegment - - - - - - 18,489 (18,489) -
sales
118,817 127,436 17,778 8,356 49,250 - 30,961 (18,489) 334,109
Result
Segment 31,363 39,391 8,743 1,102 4,186 (2,131) (21,170) - 61,484
result
Share of - - (51) - - - - - (51)
results of
associates
Intersegment - - - - - - 313 (313) -
result
Operating 31,363 39,391 8,692 1,102 4,186 (2,131) (20,857) -313 61,433
profit
Investment - - - - - 882 10,314 - 11,196
income
Other gains - - - - - 11,433 - - 11,433
and losses
Finance (2,346) (1,970) - (919) (200) - (979) - (6,414)
costs
Profit 29,017 37,421 8,692 183 3,986 10,184 (11,522) - 77,648
before tax
Tax (20,765)
Profit after 56,883
tax
Other
information
Capital (7,848) (14,221) (519) (15,680) (1,143) - (3,462) - (42,873)
additions
Depreciation (5,498) (5,430) (573) (2,138) (715) - (746) - (15,100)
and
amortisation
Balance Sheet
Assets
Segment 103,133 132,893 8,216 43,063 11,173 82,392 28,809 - 409,679
assets
Interest in - - - - - - - - -
associates
Consolidated 409,679
total assets
Liabilities
Segment (64,095) (46,268) (7,667) (42,039) (3,548) (2,374) (18,047) (184,038)
liabilities
Finance costs and associated liabilities have been allocated to reporting segments where interest costs arise from loans
used to finance the construction of fixed assets in that segment.
Investment revenues arising on bank balances held in Brazilian operating segments, including foreign exchange on cash,
has not been allocated to the business segment as cash management is performed centrally by the corporate function.
In 2006 the profit on disposal of the Groups interest in WR Operadores Portuarias Ltda and the release of surplus on
acquisition of Brasco was recognised in port operations.
Non-segmented activities include Shipyard, Dredges, and unallocated corporate costs, assets and liabilities.
Geographical Segments
The Group's operations are located in Brazil, Bermuda, United Kingdom and Guernsey.
All the Group's sales are derived in Brazil.
The following is an analysis of the carrying amount of segment assets, and additions to property, plant and equipment,
analysed by the geographical
area in which the assets are located.
Additions to
Carrying amount of property, plant and
equipment
segment assets and intangible assets
Year ended Year ended
2007 2006 2007 2006
US$'000 US$'000 US$'000 US$'000
Brazil 449,174 326,730 92,584 42,873
Bermuda 422,435 80,884 - -
Other 3,133 2,065 - -
874,742 409,679 92,584 42,873
4 2007 2006
Employee benefits expense
US$'000 US$'000
Aggregate remuneration comprised
Wages and salaries 90,050 64,473
Share based payment expense 12,611 212
Social security costs 21,677 17,704
Other pension costs 1,729 836
126,067 83,225
5 Investment income
2007 2006
US$'000 US$'000
Interest on bank deposits 16,896 5,922
Exchange gains on cash 7,845 4,359
Dividends from equity investments 1,186 915
Investment revenues from underwriting activities 1,174 -
27,101 11,196
6 Other gains and losses 2007 2006
US$'000 US$'000
Increase in fair value of trading investments held at year end 11,639 8,335
Profit on disposal of trading investments 61 3,098
11,700 11,433
7 Finance costs 2007 2006
US$'000 US$'000
Interest on bank overdrafts and loans 6,416 5,467
Exchange gain on foreign currency borrowings (1,075) (792)
Interest on obligations under finance leases 313 489
Total borrowing costs 5,654 5,164
Derivative costs 412 1,225
Other interest 1,500 25
7,566 6,414
Derivative costs represent the settlement of derivative contracts and the movement in the fair value of derivatives
during the year.
8 Taxation 2007 2006
US$'000 US$'000
Current Brazilian taxation
Corporation tax 21,018 14,689
Social contribution 8,055 5,970
Total Brazilian current tax 29,073 20,659
UK corporation tax 240 -
Total current tax 29,313 20,659
Deferred tax
Charge for the year in respect of deferred tax liabilities 11,760 2,382
Credit for the year in respect of deferred tax assets (15,350) (2,276)
Total deferred tax (3,590) 106
Total taxation 25,723 20,765
9 Dividends
2007 2006
US$'000 US$'000
Amounts recognised as distributions to equity holders in the period:
Final dividend paid for the year ended 31 December 2006 of 20.0c (2005: 18.0 c) 7,072 6,365
per share
Interim dividend paid for the year ended 31 December 2007 of 4.0c (2006: 2.0c) 1,412 707
per share
8,484 7,072
Proposed final dividend for the year ended 31 December 2007 of 36.0c (2006: 12,731 7,072
20.0c) per share
The proposed final dividend of 36.0 cents per share will be paid on the 16 May
2008, to shareholders on the register at close of business on 11 April 2008
If approved by shareholders at the annual general meeting to be held on 30
April 2008.
10 Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
2007 2006
Earnings US$'000 US$'000
Earnings for the purposes of basic earnings per share being net profit
attributable
to equity holders of the parent. 258,065 56,077
Number of shares
Weighted average number of ordinary shares for the purposes of basic and 35,363,040 35,363,040
diluted earnings per share
11 Disposal of minority interest
On 30 April 2007, the Group sold a 37.11% minority interest in Wilson Sons Limited as part of the initial public
offering of that company. On 31 May 2007, the Group sold a further 4.64% minority interest. The cash
consideration after transaction costs received for the total 41.75% minority interest in Wilson Sons Limited was
US$ 324.7 million.
Gross proceeds 348,678
Less costs of disposal (23,990)
Net proceeds 324,688
Net proceeds received by Ocean Wilsons Holdings Limited 205,615
Net proceeds received by Wilsons Sons Limited 119,073
Total 324,688
Net assets sold Book value
US$'000
Goodwill
4,873
Property, plant and equipment
69,579
Available for sale investments
1,974
Other non-current assets
4,110
Inventories
3,092
Trade and other receivables
23,540
Cash and cash equivalents
64,472
Trade and other payables (26,960)
Bank overdrafts and loans (42,740)
Other liabilities (3,496)
Net assets disposed of at 30 April 2007 (proportional 98,444
37.11%)
Net assets disposed of at 31 May 2007 (proportional 12,577
4.64%)
Total net assets disposed of (proportional 41.75%) 111,021
Total consideration satisfied by cash 324,688
Gain on disposal 213,667
12 Year to Year to
Notes to the cash flow statement 31 December 31 December
2007 2006
Reconciliation from profit before tax to net cash from operating US$'000 US$'000
activities
Profit before tax 303,410 77,648
Less: investment revenues (27,101) (11,196)
Less: other gains and losses (11,700) (11,433)
Add: finance costs 7,566 6,414
Operating profit 272,175 61,433
Adjustments for:
Depreciation of property, plant and equipment 18,751 14,822
Amortisation of intangible assets 315 278
Share based payment expense 12,611 -
Gain on disposal of property, plant and equipment (4,819) (435)
Profit on disposal of minority interest (213,667) -
Profit on disposal of joint venture and associate - (2,965)
Release of surplus on acquisition of interest in subsidiary - (1,433)
Share of loss of associate - 51
Increase in provisions 6,571 1,596
Operating cash flows before movements in working capital 91,937 73,347
Increase in inventories (318) (392)
Increase in receivables (13,915) (9,589)
Increase/(decrease) in payables 18,556 (43)
Increase in other non-current assets (3,312) (2,152)
Cash generated by operations 92,948 61,171
Income taxes paid (30,081) (17,508)
Interest paid (6,645) (6,424)
Net cash from operating activities 56,222 37,239
13. Other information
Additional copies of this announcement can be obtained from the Company's
registered office, Clarendon House, Church Street, Hamilton, Bermuda or from the
Company's UK transfer agent, Capita Registrars Group Plc, The Registry 34
Beckenham Road, Beckenham, Kent BR3 4TU.
Address for dividend currency election
Ocean Wilsons Dividend election
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent, BR3 4TU
This information is provided by RNS
The company news service from the London Stock Exchange