Final Results

Artisan (UK) PLC 18 July 2000 ARTISAN (UK) plc (AIM) (Property developer and building contractor) PRELIMINARY RESULTS FOR THE YEAR TO 31 MARCH 2000 HIGHLIGHTS Group Turnover up 53% to £34,821,517 (£28,348,720 for 15 months to 31.3.99) Profit before tax up 250% to £4,131,596 (£1,474,721 for 15 months to 31.3.99) Earnings per share up 108% to 2.16p (1.30p for 15 months to 31.3.99) Shareholders' funds up 884% to £17,934,806 (£1,822,759 at 31.3.99) Net asset value per share up over 200% to 7.23p (2.40p per share at 31.3.99) Key points: Year of unprecedented growth; Increased dividend of 0.3p per share resulting in a final dividend of 0.5p (0.35p 1999); Special interim dividend planned in Envesta plc (formerly Bickerton) shares; Bickerton businesses fully integrated within Artisan Group. Value of 'cash shell' a bonus; Group remains fully committed to core activities of contracting and property development. Commenting on the results, Artisan's Chairman Stephen Dean said: 'Over the last year, Artisan has enjoyed a period of strong organic growth aided by a series of successful acquisitions. Remaining committed to our core activities of contracting and property development, we now have cash resources in place to participate fully in the future development of the industry. The company's market capitalisation has increased ten times since last year and, based on the current trading outlook, I am confident that the current year will also show a satisfactory outcome.' Enquiries: Artisan (UK) plc 01480 436666 Stephen Dean, Chairman Mobile: 07879 412777 Chris Musselle, Finance Director Mobile: 07879 412779 Seymour Pierce Limited Sarah Wharry 020 7648 8700 Boswell City Financial PR Ltd 020 7583 2001 Glenda Boswell Mobile: 0468 235 735 Rodney Johnson Mobile 07787 530 592 Chairman's Statement Last year has seen the Group grow very substantially. The power of that growth has been primarily through the number of acquisitions that your Company has made during the year. Understandably, that expansion has seen a significant increase in our shares in issue but the Group ended the year very much stronger in both its operational base and balance sheet. As a matter of interest, it might be worth noting that we slightly more than trebled the number of issued shares in the year ended 31 March 2000, whilst our market capitalisation increased almost ten times. The financial performance and highlights are shown in your Finance Director's report. The Company's performance is such that your Directors intend to recommend a cash final dividend for last year of 0.3p per share to all shareholders on the register, as at 28th July 2000, payable subject to shareholder approval, on 3rd October 2000. The Board also intends to pay a special interim dividend in respect of the next financial year of 0.3p per share, payable to all shareholders on the register as at 28th July 2000. This dividend will be paid in Envesta (formerly Bickerton) shares on 29th July, reflecting the 'windfall' value of the retained AIM listing of Envesta. In May 1999, your Company agreed to acquire a 50% shareholding in Living Heritage Holdings Ltd, a group which specialises in providing distinctive homes from converted and restored listed and historic buildings, including manor houses and barns. Since its formation in 1990, the group has completed 139 houses on 16 individual sites in the Home Counties and the Midlands. The group includes specialist construction and bespoke joinery units. In August, your Company acquired Joseph Driver Building Ltd, a building and contracting company based in Tring, Hertfordshire. Its clients include a number of local authorities and housing associations, in London and the Home Counties. In acquiring Joseph Driver we further broadened the geographical and client base of the contracting side of our Group. It was another step in our strategy of building the Artisan regional contracting division. In September, the Group signed a £5.5m joint venture agreement with Guardian Assurance plc to develop 12 light industrial units with ancillary offices, comprising a total gross internal area in excess of 73,000 square feet at the Cardinal Business Park, Godmanchester in Cambridgeshire. In November, your Company made an agreed offer for Investment in Heritage plc, a BES residential property investment company. It is our intention to liquidate those assets at the earliest opportunity and apply the proceeds raised to Artisan's own working capital requirements. In December, your Company invested £250,000 in acquiring a 15% equity stake in Partners in Property Solutions plc, a company aiming to be the leading provider to the UK residential property market of on-line trading services. Our policy was that, initially, we would use our own growing profitability and resources to make such investments to gradually build up a portfolio of Internet and information technology investments. The strategy was to identify investments where there is a commercial interest that is related to Artisan's own interests in property and construction. In January this year, your Directors announced the acquisition of two investment properties in Sheffield, for a consideration of £2,250,000. The properties in aggregate generated £287,815 per annum rental income but, when refurbished and fully let, are expected to generate over £400,000 in rents. In the middle of January, your Company made an agreed £7.5m bid for Bickerton Group plc. Based at St Albans in Hertfordshire, Bickerton's principal activities comprised a building and construction division and a commercial property development division. Prior to our bid it had exchanged contracts to acquire a residential development site at London Colney and had received planning consent for its Harpenden site. It had secured a contract to develop an office scheme in Watford and had agreed a conditional sale of its Black Fan Road site in Welwyn Garden City. The acquisition of Bickerton was a further step in the Company's strategy to create a national contractor/development group. In February, your Company agreed to purchase a further portfolio of seven investment properties, which in aggregate had been independently valued at £9.415m or £9.75m made up in cash and shares. We have subsequently sold off the industrial element of those properties for £5.125m cash and currently have the balance of the property left for early disposal. Although this particular deal involved the issue of a large number of shares, of which the vendor has subsequently disposed of the entire holding, it did act as a substantial fund-raising exercise. At the end of February, your Company sold its subsidiary, Bernard Ward Limited, to that company's management team for a cash consideration of £350,000. Although Bernard Ward was an approved contractor to a number of local authorities, housing associations and other public bodies, it was not considered capable of the growth your Group expects. At the end of March, your Company purchased a 6% equity stake in CPD Online Plc, an OFEX quoted company that develops and maintains interactive online Internet databases for use by some 70 leading UK commercial property agents marketing properties on their websites. It was considered a reasonable addition to the other Internet interest in our portfolio. Since the year-end, the pace of the Group's development has not slowed down in any way. In early April, we announced that it was our intention to maintain the AIM quote of Bickerton as a separate entity with a view to that company building up investments in the IT/technology sector, but that it would not be as an 'incubator' fund. All the trading subsidiaries of Bickerton Group became direct operating subsidiaries within the Artisan group structure and the value of the quoted 'cash shell' is an additional benefit to shareholders in excess of that anticipated at the time of the acquisition of the Bickerton businesses. On July 17th, at an Extraordinary General Meeting of Bickerton, shareholders approval was given for changing the Bickerton company name from what had become a listed shell, to Envesta plc, more accurately reflecting its new specialisation as an investment vehicle focussing in the IT/technology sector. It also acquired on that date a 73% interest in Propertytrade plc, an Internet portal focused solely on the UK commercial property market, for £2,835,000 satisfied by the issue of 6,3000,000 new ordinary shares in Bickerton at 45p each. The EGM also approved the redemption of all the Preference Shares in Bickerton Group held by Artisan (UK), via the issue to Artisan of 1,100,000 New Ordinary shares in Evesta at 45.45p per share. In addition, Envesta also acquired from Artisan, for 1m cash, the two Internet investments, our stakes in Property in Partnership and CPD Online, showing the company a useful profit approaching £400,000 in the process. These disposals very profitably conclude our aspirations of building up a portfolio of such investments. Our holding in Envesta, subsequent to the above equity issues and disposals, is now 12.2 million shares, representing 52% of that companies equity. As it expands we do not envisage this investment to be part of our own development plans, leaving Artisan firmly focussed on its core activities. Artisan currently has an approximate 20% shareholding in the AIM listed cash/incubator fund enterpriseAsia plc. We believe this represents an opportunity to create substantial returns for our shareholders, by assisting the board of enterpriseAsia plc to alter the existing strategy of financing IT start-up situations in the Far East to one of becoming a cash shell, then encouraging the reverse takeover by a substantial, probably private, company. We now have in Artisan (UK) a group of soundly based and profitable operational activities. Our order books are healthy and indicate that the current year will show further growth. Our balance sheet is strong with the disposals of properties acquired earlier this year helping to boost our cash funds even further. We have achieved impressive progress in the year under review, taking us to a platform from which we will build significantly in the current year. We now have the resources and facilities sufficient to cope with such expansion. A number of opportunities are being considered currently which should more than adequately boost our horizons and add substantial shareholder value, an aim that remains paramount in our strategy. Finally, I take this opportunity to thank the staff and management of the Company for their commitment and continuing loyal support, without which the last year's substantial progress would not have been achieved. Stephen Dean Chairman Operations Review - Property and Development Development 1999/2000 saw a significant increase in development activity with the commencement of three new business parks at Peterborough, Godmanchester,and St Neots, providing 430,000 square feet of new industrial and office space. The Cardinal Business Park in Godmanchester has already been sold to Guardian Assurance, building upon the success of the nearby Chord Business Park. At the end of the year, the development portfolio was enhanced by the activities of the Bickerton Group plc subsidiary, Gryphon Developments plc. This included a number of commercial investment and residential development sites in various stages of planning, which are intended to be sold or developed during the coming year, among them a housing site in Welwyn Garden City, on which a sale has already been agreed at £5.4m. Gryphon Developments are managing a a 24,000 square foot pre-sold office development in Watford scheduled to complete in early 2001, releasing further profits once it is tenanted. The housebuilding operation continued to contribute steady profits from both its own developments and from joint-venture contracts with, in particular, Gleeson Classic Homes. The company sold 28 houses in the year, and a similar scale of activity is planned for the current year with a continuing emphasis on joint-venture development and houses in the £300,000 to £1m price range. The main focus for the coming year is to further increase commercial development activity, and this is reflected in the new name for this division, Artisan (UK) Developments Ltd, having previously traded as Dean Homes. Property The first acquisition for the new property division came with the purchase of Investment In Heritage plc, a former BES company, which included a block of 9 refurbished period flats under let. The leases have now been concluded to permit the sale of the properties to realise cash and some profit in the current trading year. Between January and March 2000, the opportunity was taken to acquire two portfolios of former investment properties for approximately £12m. These comprised an industrial estate in London,, offices and shops in Sheffield, Halifax and Newcastle, plus sundry other property. The feature of this portfolio is its high income generation whilst offering considerable scope for growth, through refurbishment and reduction in high void levels, or through redevelopment. The London estate was sold on for over £5m shortly after the year end, and it is intended to purchase and sell further properties in the coming period Living Heritage Our investment in this Associate company, specialising in residential conversion, provided a satisfactory contribution to the Group's profits for the year. We have supported this associate through the availability of development funding. The much admired schemes at Danesbury Park and the former Pinks Hotel in Shenley were both completed and substantially sold by the year end , along with other developments, providing a total of 44 completions. New developments started in 1999 include a town centre site adjacent to Warwick Castle, the old barns in Codicote (Herts) and a former chapel in Haywards Heath. Further sites have been acquired in Brackley (Northants), Putteridge Bury (Herts) and Birkdale on the NorthWest Coast, emphasising the Company's wide geographic influence and continuing growth. Operations Review- Contracting Speymill Contracts The 12 months to 31st March 2000 have seen a number of changes to Speymill Contracts and its client base with some well publicised takeovers, particularly in respect of Punch Taverns with Allied Domeq, Scottish & Newcastle with Greenalls and Greene King with Morlands. Speymill continue to develop relationships with the main national breweries and other substantial chains of restaurants and bars and its substantial client list includes: The Old Monk Pub Company Pizza Express Yates' Wine Lodges Surrey Free Inns Luminar Leisure Eldridge Pope Greenalls Hotels Wolverhampton & Dudley Allied Domeq Everards Charles Wells Elbow Room Pub Company Perthshire Leisure Emma Somerset Bass Taverns Austel Brewery Scottish & Newcastle As part of the continued controlled expansion, Speymill Contracts have opened a new regional office based in Leeds to take advantage of the considerable opportunities in the North of England. The Leeds office has now established itself and we are confident that within 18 months it will be responsible for an annual turnover of at least £5 million. The company's activities remain firmly focussed on the leisure industry and revolve around refurbishment, fitting out and new build of bars, restaurants and nightclubs. Speymill's continued priority is to cement relationships and this has been enhanced with a move towards more negotiated contracts and partnering philosophies with regular clients, where a high standard of workmanship and meeting deadlines is all important. Speymill sees many varied opportunities in the new financial year through ensuring that existing relationships continue and through developing relationships with new clients. It is evident now, with the addition of the Leeds base, we can look forward to another successful year. Joseph Driver Building Limited Since the acquisition of Driver Construction, (the commonly used trading name for Joseph Driver Building Ltd), in August 1999, the company has traded successfully, a result which has continued through to the start of the current year. While Driver Construction operates primarily in the public sector, its versatility, type and variety of construction projects undertaken has enhanced its reputation and provided a sound footing to expand and develop its operations. Driver Construction carry out work for a variety of clients which include local authorities, NHS trusts, housing associations, and commercial and private clients. It is our intention to increase turnover through controlled expansion by developing existing relationships and extending the current client base to meet the demands of the public sector. The secured work for the new financial year is very promising and we hope to build on this for another successful year. Bickerton Construction Limited Following the completion of the acquisition of Bickerton Group plc on 31 March 2000, we have added a substantial contracting organisation which has an enviable reputation. Based in St Albans, having been established since 1930, Bickerton have built up their contracting business on the principles of quality and reliability. As one of the foremost contractors operating throughout Southern England they have the diversity of skills to handle all manner of requirement. These capabilities range from small refurbishment tasks to multimillion-pound fast-track construction programmes, or complete design and build turnkey packages. Bickerton has an extensive track record in Education, Health, Housing, Leisure, Commerce and Industry. Having moved the development division of Bickerton Group plc, to Artisan Developments, the intention is to refocus Bickerton Construction as purely a contracting organisation, to maintain its principal reputation in the public sector. In this market place there is a continuing shift to more negotiated projects and partnering. The new financial year has commenced with secured work standing at over £21m pounds so we can build on the first class reputation that currently exists. Financial Review During the course of the year turnover has increased to £34.8m (15 months 31 March 1999 = £28.3m) an increase of 53%, with a corresponding increase in operating profit to £4.2m (15 months 31 March 1999 £1.5m), an increase of 250%. The turnover and profit of group operations is summarised below: Contracting Development Central Total & Property Consolidation Adjustments £m £m £m £m Turnover 19.39 14.98 0.45 34.82 Operating Profit 0.73 3.27 (0.20) 4.20 The above includes £4.9m share of turnover from our associate Living Heritage Holdings. There is no contribution to turnover or profit from the Bickerton Group companies in the year. Turnover and Profit before taxation The increase in turnover largely arises from the Joseph Driver Building acquisition during the year. Joseph Driver Building and our Living Heritage Holdings associated company have both satisfactorily contributed to the group's profitability. Acquisitions Investment in Heritage plc was also acquired during the year, and as envisaged there has been no significant profit contribution during the period. The property assets, are as planned, in the course of sale, and will contribute funds towards further development activities in the current year. Towards the end of the year, Artisan completed the acquisition of Bickerton Group plc. Your Directors have then undertaken the operational integration of the trading activities. This has been achieved by the disposal of the Bickerton Group subsidiaries to other Artisan subsidiaries at net asset value. Share Capital Through the course of the year under review Artisan has issued new shares in the company as an open offer to shareholders, share placings and as consideration or part consideration for acquisitions. This latter step has allowed working capital to be preserved, and enhanced as acquired assets have been disposed of. Since the year end the company has issued 11,500,000 shares at 18p as consideration for the purchase of a substantial block of shares in enterpriseAsia.com plc. Balance Sheet At the period end the group had net cash balances of £3,248,199 and bank and short term borrowing of £13,825,423 representing a gearing radio of 59% (1999: 63%). Given the significant value of short term property and the acquistion of Bickerton Group both acquired shortly before the year, your board consider this level of gearing to be not particularly high for a group with property and development interests. Of the 59% gearing, 33% is in respect loans for the property portfolio and 11% in respect of the acquisition of Bickerton Group plc. The remaining 15% is in respect of development funding. Dividends During the course of the year, your Board has paid an interim dividend of 0.2p and proposes a final dividend of 0.3p. The total dividend for the year of 0.5p is 4.3 times covered by earnings per share of 2.16p. As advised by your Chairman, the Company also intends sharing part of the gain following the restructuring of the Bickerton Group with shareholders by way of a special first dividend of 0.3p for the year to 31 March 2001. This dividend to be paid in specie by way of shares in Envesta plc (formerly Bickerton Group plc). Post Balance Sheet Following the restructuring, Bickerton Group plc has become a shell company with an AIM listing. We have then sold Artisan trade investments in PIP Solutions plc and CPD Online plc to Bickerton Group plc and agreed a reverse acquisition of 73% of the share capital of Propertytrade plc. It is the Board's policy to develop the Company's interest in contracting and property development, and therefore your Board has decided that our interest in Bickerton Group plc will be reduced when appropriate. Since the year end, Artisan has sold 4.0m shares in Bickerton Group plc representing approximately 25% of Artisan's shareholding. This has realised £1.0m of cash at a profit of some £0.5m. The current share price of Bickerton Group plc is 43p offering the opportunity to realise further funds and profitability for Artisan. The steps your Board has taken to utilise the holding company of the Bickerton Group has resulted in the potential for significant additional profits and reduced costs of investment, while retaining the benefit of the trading operations formerly within the Bickerton Group. Chris Musselle Finance Director CONSOLIDATED PROFIT & LOSS ACCOUNT For The Year Ended 31st March 2000 31 Mar 2000 31 Mar 1999 12 months 15 months As restated TURNOVER £ £ Ongoing activities 23,167,233 27,160,625 Acquired activities 8,427,525 - Discontinued activities 3,226,759 1,188,095 _________ _________ Total turnover 34,821,517 28,348,720 Group's share of associate's turnover (4,938,078) - _________ _________ GROUP TURNOVER 29,883,439 28,348,720 COST OF SALES (22,774,159) (23,855,530) _________ ________ GROSS PROFIT 7,109,280 4,493,190 Administrative expenses (3,408,876) (2,497,486) Exceptional expenses - (525,000) Other operating income 44,174 4,017 _________ ________ GROUP OPERATING PROFIT 3,744,578 1,474,721 Group's share of operating profit of associate 437,333 - _________ ________ TOTAL OPERATING PROFIT Ongoing activities 3,329,963 1,450,820 Acquired activities 857,701 - Discontinued activities (5,753) 23,901 _________ ________ 4,181,911 1,474,721 Interest receivable & similar income 245,939 124,260 Profit on sale of group undertaking 104,957 - Interest Payable (401,211) (225,150) _________ ________ PROFIT ON ORDINARY 4,131,596 1,373,831 ACTIVITIES BEFORE TAXATION Taxation (1,264,313) (459,031) _________ ________ PROFIT ON ORDINARY 2,867,283 914,800 ACTIVITIES AFTER TAXATION Dividends (1,066,485) (991,213) _________ _______ RETAINED FOR THE YEAR 1,800,798 (76,413) _________ _______ Earnings per share 2.16p 1.30p _____ _____ Diluted earnings per share 2.13p 1.27p _____ _____ CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES £ £ Profit for period 2,867,283 914,800 Realised surplus on previous - 65,867 revaluation of property _________ ________ Total Gains and Losses Recognised 2,867,283 980,667 _________ ________ CONSOLIDATED BALANCE SHEET As At 31st March 2000 31 Mar 2000 31 Mar 1999 £ £ FIXED ASSETS Intangible fixed assets 2,953,127 117,358 Tangible fixed assets 2,201,466 338,953 Investment in associates 804,246 - _________ _______ 5,958,839 456,311 _________ _______ CURRENT ASSETS Investments 13,480,648 411,634 Stocks & work in progress 11,304,325 2,928,893 Debtors 14,132,828 5,432,798 Cash at bank & in hand 3,248,199 677,776 _________ _________ 42,166,000 9,451,101 CREDITORS: Amounts falling due (27,571,695) (6,177,816) within one year _________ _________ NET CURRENT ASSETS 14,594,305 3,273,285 _________ _________ TOTAL ASSETS LESS CURRENT LIABILITIES 20,553,144 3,729,596 CREDITORS: Amounts falling due after more than one year (2,488,394) (1,906,837) Minority interests (129,944) - _________ ________ NET ASSETS 17,934,806 1,822,759 _________ ________ CAPITAL & RESERVES Called up share capital 1,239,606 379,119 Share premium account 13,391,027 219,685 Merger reserve 1,313,547 1,034,127 Profit & loss account 1,990,626 189,828 _________ ________ EQUITY SHAREHOLDERS' FUNDS 17,934,806 1,822,759 _________ ________ GROUP CASH FLOW STATEMENT For The Year Ended 31st March 2000 31 Mar 2000 31 Mar 1999 12 months 15 months £ £ NET CASH (OUTFLOW) FROM OPERATING ACTIVITIES (6,650,535) (339,687) RETURNS ON INVESTMENTS & SERVICING OF FINANCE Interest received 245,939 124,260 Interest paid (401,211) (225,150) ________ _______ NET CASH (OUTFLOW) FROM RETURNS ON INVESTMENTS & SERVICING OF FINANCE (155,272) (100,890) TAXATION UK Corporation tax paid (484,167) (431,341) CAPITAL EXPENDITURE & FINANCIAL INVESTMENT Purchase of tangible fixed assets (195,134) (172,457) Sale of tangible fixed assets 110,621 136,170 __________ _______ NET CASH OUTFLOW FROM INVESTING ACTIVITIES (84,513) (36,287) ACQUISITIONS & DISPOSALS Purchase of subsidiary undertakings (3,058,818) (248,870) Net cash acquired with subsidiary undertaking 310,677 175,391 Disposal of subsidiary undertaking 348,827 - Purchase of share in associate (511,790) - __________ _______ NET CASH (OUTFLOW) FROM ACQUISITIONS (2,911,104) (73,479) & DISPOSALS EQUITY DIVIDENDS PAID (574,895) (1,299,580) __________ ________ NET CASH OUTFLOW BEFORE FINANCING (10,860,486) (2,281,264) __________ ________ FINANCING Issue of shares net of costs 13,828,259 1,432,831 Additions to borrowing 4,848,797 1,000,000 Debt acquired with subsidiary undertakings (5,212,701) - Capital element of finance leases (33,446) (83,964) _________ ________ NET CASH INFLOW FROM FINANCING 13,430,909 2,348,867 _________ ________ INCREASE IN CASH 2,570,423 67,603 ________ ________ Notes 1.The earnings per share calculation is based on the weighted average number of shares in issue during the year of 133,022,474 (1999 15 Months: 70,366,647) and on the profit after taxation for the financial year of £2,867,283 (1999 15 Months: £914,800) 2.The financial information set out in this document does not constitute statutory group accounts. The consolidated accounts have been prepared using merger accounting principles in accordance with FRS 6. As regards the comparatives show for 15 Months to 31 March 1999, they have been aggregated and presented as though the subsidiaries had always been part of Artisan (UK) plc even though the demerger from Dean Corporation did not become effective until 8 December 1998. 3.The report and accounts and accounts for the year to 31 March 2000 will be posted to shareholders shortly and, after adoption at the Annual General Meeting, delivered to the Registrar of Companies. 4.The Annual General Meeting will be held at Founders Hall, 1 Cloth Fair, London, EC1A 7HT at 11.00am on 5 September 2000. Copies of this announcement will be available to the public, free of charge, from the office of Seymour Pierce Ltd., 29/30 Cornhill, London, EC3V 3NF during normal office hours, with the exception of Saturdays, Sundays and bank holidays, for 14 days from today. Enquiries: Artisan (UK) plc 01480 436666 Stephen Dean, Chairman Mobile: 07879 412777 Chris Musselle Mobile: 07879 412779 Seymour Pierce 020 7648 8700 Sarah Wharry Boswell City Financial PR Ltd 020 7583 2001 Glenda Boswell Mobile: 0468 235 735 Rodney Johnson Mobile 07787 530 592
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