Final Results
Guinness Peat Group PLC
02 March 2004
2 March 2004
GUINNESS PEAT GROUP PLC
("GPG" or "the Company" or "the Group")
PRELIMINARY RESULTS FOR YEAR ENDED 31 DECEMBER 2003
CHAIRMAN'S STATEMENT
2003 was a good year for GPG with an increase in realised
profit and useful progress on longer term projects.
Nevertheless, it should be noted that the final result
was assisted by several abnormal items (mainly one-off
sales and the recovery of past years' exchange losses) so
we have embarked on 2004 with confidence, but not
complacency.
The outstanding achievement in 2003 was obviously the
successful takeover offer for Coats plc. GPG's present
investment is £80 million for a 64% interest in the
holding company which owns 100% of Coats' ordinary
shares. In the next few months it is proposed to
subscribe additional capital which will increase GPG's
percentage equity and will reduce net borrowings which
are approximately £375 million. Further reductions in
borrowing are anticipated as a consequence of the sale of
surplus assets and the more efficient use of funds within
Coats' operations (for which there is considerable
scope).
Coats' net contribution to GPG's 2003 result was £12.7
million, made up of a £4.5 million pre acquisition
dividend plus £8.2 million, being our share of the
trading profit for the year. The post acquisition phase
has not been without difficulties (probably an
inescapable feature of a large global manufacturing and
marketing organisation) and trading conditions have not
been buoyant. The changed ownership has also been a
somewhat disruptive factor, but Coats is the clear world
leader in the thread business and the future potential
for GPG could be very significant.
Several months ago, we closed out the currency cover held
in respect of the original NZ$250 million Note issue, on
which there was a gain of £21 million. This amount is
held in reserve until the Notes mature in 2006 and there
is no accounting profit or loss until then. The present
equation is that at the current exchange rate the
repayment of NZ$ 250 million would require £91.7 million,
compared with the previous fixed sum of £70 million, so
we are marginally behind at this stage. As GPG has a
natural hedge in respect of its substantial New Zealand
assets, it is debatable whether an ultimate gain is
necessarily to GPG's overall advantage, but for now we
have the use of an additional £21 million in cash,
whatever happens in the future.
In the Interim Report, we referred to the problems at
Dawson International and there has been no material
improvement since then. As a consequence GPG has assumed
a much stronger proprietorial role which, although by
necessity rather than by choice, also reflects a positive
view that we can restore value to the investment
notwithstanding it has been conservatively written down
to zero in the meantime.
In December, we sold our residual holding of Turners
Auctions shares, thus concluding a role which proved very
successful for GPG and other investors in the company.
GPG was at the helm from the original spin off ex Turners
& Growers and leaves what has now become a strongly
growing independent company in its own right.
Operating earnings continue to be increasingly important
to the final result. Turners & Growers (79%) and
Canberra Investment Corporation (69%) are the core
subsidiaries and are both well placed in their respective
industries. The former Staveley units in UK and USA have
also been excellent contributors but, as stated in
previous Reports, they all need greater substance, to be
obtained by acquisition or by integration with larger
industry groups, to reach their full economic potential.
The share portfolio is in good shape overall, not only in
respect of market values but also, in many instances, the
prospects for future strategic advantage. Surplus over
book value at 31 December was £118 million compared with
£25 million in 2002, so GPG's aggregate increase in value
from all sources in 2003 was £150 million, a very
satisfactory performance indeed.
The simplified Balance Sheet set out below provides a
more useful analysis of GPG as an investor rather than
the aggregation of assets and liabilities in the
conventional group accounts.
Simplified Balance Sheet at 31 December 2003
£m
---------------------------------------------------------
Cash at Bank 272
Debtors 19
Coats 80
Nationwide 8
Staveley (UK & USA) 2
Canberra Investment Corp 13
Turners & Growers 42
De Vere 33
Share portfolio 177
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Total Assets 646
Creditors (37)
Note issues (179)
SHAREHOLDERS' FUNDS 430
---------------------------------------------------------
GPG's cash balance of £272 million at 31 December was
close to a peak but will reduce in coming months with the
anticipated increased Coats' investment, some short term
assistance to Dawson and likely reasonably large share
purchases. The Board remains convinced of the benefit of
strong liquidity, enabling major decisions to be readily
implemented.
CAPITAL AND DIVIDEND
Contrary to the expectation expressed in the 2002 Annual
Report, we have abandoned the concept of offering
Convertible Loan Notes to shareholders in conjunction
with the annual results. Last year's issue was not well
supported which is largely attributed to the complexity
of the documents required to accompany the offer. The
full prospectus ran to 260 pages which was arguably
counter productive in assisting comprehension of the
offer and was very costly and time consuming to compile.
Other than the standard 1p dividend and 1 for 10 bonus
issue (this year's is the 11th in succession, multiplying
an original 1990 shareholding 2.85 times) GPG's preferred
allocation of resources will be solely to achieve organic
growth in the value of the shares, which is always the
top priority in any event.
The GPG outlook for 2004 is for another active and
successful year.
Ron Brierley
CHAIRMAN
London, 2 March 2004
- Ends -
Enquiries:
Guinness Peat Group plc 020 7484 3370
Blake Nixon, UK Executive Director
Weber Shandwick Square Mile 020 7067 0700
Kevin Smith/Josh Royston
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 31 December 2003 2002
Unaudited Audited
£000 £000
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Turnover: group and share of joint ventures 612,523 501,487
Less: share of joint ventures (59,784) (42,939)
--------- --------
Continuing operations (excluding acquisitions) 552,739 458,548
Acquisitions
Turnover: group and share of joint ventures 482,299 -
Less: share of joint ventures (482,050) -
--------- --------
249 -
Group turnover - continuing operations 552,988 458,548
Group turnover - discontinued operations - 56,288
--------- --------
Group turnover 552,988 514,836
Cost of sales (423,029) (425,292)
--------- --------
Gross profit 129,959 89,544
Profit on disposal of investments and other net
investment income 41,868 47,420
Net operating expenses (104,310) (90,101)
--------- --------
Operating profit - continuing operations
(excluding acquisitions) 67,554 39,820
Operating profit - acquisitions (excluding joint
ventures and associates) (37) -
--------- --------
67,517 39,820
Operating profit - discontinued operations - 7,043
--------- --------
Group operating profit 67,517 46,863
Share of operating profit/(loss) of joint ventures 24,748 (635)
Share of operating (loss)/profit of associated
undertakings (178) 3,169
--------- --------
92,087 49,397
Profit on sale of business - continuing operations 19,056 -
Profit on sale of subsidiary - discontinued operations - 12,238
Interest payable and similar charges (23,423) (10,546)
--------- --------
Profit on ordinary activities before taxation 87,720 51,089
Tax on profit on ordinary activities (21,113) (5,203)
--------- --------
Profit on ordinary activities after taxation 66,607 45,886
Minority interests (2,641) (3,425)
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PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 63,966 42,461
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Equity dividends (6,894) (6,252)
--------- --------
Retained profit for the year 57,072 36,209
-------- ---------
Earnings per ordinary share - basic (pence) 9.28p 6.36p
Earnings per ordinary share - diluted (pence) 6.78p 5.39p
Dividends per ordinary share (pence) 1.00p 0.91p
Consolidated Balance Sheet
31 December 2003 2002
Unaudited Audited
£000 £000
Fixed assets
---------------------------------------------------------------------------
Intangible assets - net negative goodwill (8,283) (10,734)
Tangible assets 77,107 74,349
Investments 291,496 256,189
-------- --------
360,320 319,804
Current assets
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Stocks and development work in progress 28,235 13,981
Debtors 93,229 128,727
Investments 17,426 36,874
Cash at bank and in hand 289,463 113,827
-------- --------
Creditors: amounts falling due within 1 year 428,353 293,409
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Trade and other creditors (126,886) (116,131)
Convertible subordinated loan notes (5,963) (3,863)
Other borrowings (838) (5,404)
-------- --------
(133,687) (125,398)
Net current assets 294,666 168,011
Total assets less current liabilities 654,986 487,815
Creditors: amounts falling due after 1 year
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Trade and other creditors (1,588) (306)
Convertible subordinated loan notes (5,964) (7,725)
Capital notes (166,513) (67,765)
Other borrowings (22,584) (13,672)
-------- --------
(196,649) (89,468)
Provisions for liabilities and charges (10,662) (15,784)
-------- --------
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NET ASSETS 447,675 382,563
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Capital and reserves
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Share capital 34,461 31,094
Share premium account 3,389 1,344
Capital redemption reserve 521 -
Other reserve 260,596 263,761
Profit and loss account 130,871 71,966
-------- --------
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EQUITY SHAREHOLDERS' FUNDS 429,838 368,165
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Minority interests (equity) 17,837 14,398
-------- --------
CAPITAL EMPLOYED 447,675 382,563
-------- --------
Net asset backing per ordinary share (pence) 62.37 53.82
Consolidated Cash Flow Statement
Year ended 31 December 2003 2002
Unaudited Audited
£000 £000
-------------------------------------------------------------------------------
Net cash inflow from operating activities 103,927 76,149
Dividends received from associates and joint ventures 5,558 2,955
Returns on investments and servicing of finance (13,246) (10,148)
Taxation (6,535) (4,093)
Capital expenditure and financial investment (51,655) (59,132)
Acquisitions and disposals 30,611 (19,229)
Equity dividends paid (2,116) (1,924)
---------- ---------
Cash inflow/(outflow) before management of
liquid resources and financing 66,544 (15,422)
Management of liquid resources (157,939) 85,866
Financing
Issue of ordinary shares, net of buy back expenses (1,209) 1,670
Increase/(decrease) in debt 98,922 (44,355)
---------- ---------
Increase in cash for the year 6,318 27,759
---------- ---------
Non-cash transactions:
On 14 February 2003 the Group redeemed the outstanding
30p tranche of 4,378,034 of the convertible subordinated
loan notes for £1,313,000, satisfied by the issue of
Ordinary Shares.
On 4 July 2003 the Group redeemed the third 10p tranche
of the remaining convertible subordinated loan notes
through the payment of £2,126,000 in cash, with the
balance of £1,299,000 being satisfied by the issue of
Ordinary Shares.
On 9 July 2003 the Company repurchased 10.4 million
Ordinary Shares for an aggregate consideration of
£5,575,000 (excluding expenses), which was settled
through the issue of convertible subordinated loan notes.
Analysis of Changes in Cash
and Liquid Resources During the Year
Year ended 31 December 2003 2002
£000 £000
------------------------------------------------------------------------------
Opening balance 113,827 169,985
Net cash inflow 6,318 27,759
Increase/(decrease) in liquid resources 157,939 (85,866)
(Decrease)/increase in bank overdraft (509) 509
Currency translation differences 11,888 1,440
---------- ----------
Closing balance 289,463 113,827
---------- ----------
Notes to the Preliminary Announcement of Results for
the year ended 31 December 2003
1. MERGER WITH BRUNEL HOLDINGS PLC
On 13 December 2002, Guinness Peat Group plc (now renamed
GPG (UK) Holdings plc) ("the former GPG") was acquired by
Brunel Holdings plc (now renamed Guinness Peat Group plc)
("the former Brunel" or "GPG") by means of a Court
Approved Scheme of Arrangement. Due to the relative
value of the companies, the shareholders in the former
GPG received as a result of the merger more than 98% of
the share capital of the enlarged group. Although the
legal form of this transaction was that the former Brunel
acquired the former GPG, the substance of the transaction
was that the former GPG acquired the former Brunel. The
group's financial statements have been prepared
accordingly using reverse acquisition accounting. The key
features of this basis of consolidation are as follows:
• The consolidated profit and loss account for the
year ended 31 December 2002 included the results of
the former GPG for the year then ended and of the
former Brunel from the date of acquisition.
• The share capital and statutory reserves as at 31
December 2002 related to GPG, but the consolidated
profit and loss account reserves were based on
the pre-acquisition profit and loss account reserves
of the former GPG as reduced by a reverse acquisition
reserve (which represented the extent to which the
reserves of the former GPG were capitalised as a result
of the reverse acquisition).
2. 2003 ACQUISITIONS AND DISPOSALS
In February 2003, GPG transferred its investment in Coats
plc to Coats Group Ltd, a joint venture in which GPG has
a 63.97% economic interest but in which GPG's voting
rights are restricted to 50.00%.
In May 2003 GPG reduced its investment in Turners
Auctions Ltd from 38.78% to 19.99%. This sale generated a
gain of £4.0 million and from that date Turners Auctions
Ltd ceased to be an associate. In November 2003, GPG sold
the remainder of its shares in Turners Auctions Ltd,
generating a further gain of £7.4 million.
In August 2003 Staveley Inc disposed of the Non-
destructive Testing Division of its North American
subsidiary Staveley Services North America Inc.,
producing a gain on disposal of £19.1 million.
3. ASSOCIATES AND JOINT VENTURES
The Group's significant associate and joint venture entities
are as follows:
31 December 31 December
2003 2002
Coats Group 63.97% n/a
Nationwide Accident Repair Services 50.00% 50.00%
Harcourt Hill Estate 50.00% 50.00%
Dawson International 29.91% 29.91%
Capral Aluminium 34.26% 31.26%
Green's Foods 28.91% 22.93%
Turners Auctions n/a 38.78%
4. EARNINGS PER SHARE
Basic earnings per share is calculated on a net basis
using the earnings attributable to ordinary shareholders
of £64.0m (2002: £42.5m) and the weighted average number
of ordinary shares in issue during the year of 689.6m
(2002: 667.2m) and amounts to 9.28 pence (2002: 6.36
pence). For this purpose, the weighted average number of
shares for 2002 represents the number of the former GPG's
shares in issue up to 13 December 2002 and the number of
GPG shares in issue from that date. The shareholders in
the former GPG received 1 share in GPG for each of their
existing shares in the former GPG as part of the reverse
acquisition described earlier. Earnings per ordinary
share for 2002 have been adjusted for the 2003
Capitalisation issue of shares.
For diluted earnings per share, the weighted average
number of ordinary shares in issue is adjusted to assume
conversion of all dilutive potential ordinary shares,
being share options granted to employees, Convertible
Loan Notes and Capital Notes.
5. DIVIDEND
The Directors propose a final ordinary dividend of 1.00
pence per share for the year ended 31 December 2003,
payable on 17 May 2004. No interim dividend was declared
during the year. The proposed final dividend is subject
to a right for shareholders to elect, instead of the cash
dividend, to receive one new ordinary share for every 70
existing shares held at the appropriate record date. An
interim dividend of 0.91 pence (adjusted to reflect the
2003 Capitalisation Issue) in respect of the year to 31
December 2002 was paid on 19 May 2003 to GPG
shareholders. No final dividend was paid for the year
ended 31 December 2002.
There are local regulatory differences in the countries
in which the Group's shares are listed, which can result
in different taxation treatment and timing. This may have
a significant effect on the tax treatment of the dividend
for shareholders resident outside the UK.
The tax treatment of the cash dividend and the scrip
dividend alternative, including the availability of tax
credits such as franking credits, will be dealt with more
fully in the Circular which will accompany the Company's
Annual Report and Accounts (see note 6 below).
Shareholders are advised to obtain their own professional
advice.
6. PROPOSED YEAR END TIMETABLE 2004
The Annual General Meeting of the Company will be held on
12 May 2004. A circular which will contain details of
the Dividend, the Scrip Dividend Alternative and the 2004
Capitalisation Issue ("the Circular") will be posted
shortly. The Circular, together with the forms of
Election and Notices of Entitlement to the Scrip Dividend
Alternative, will accompany the 2003 Report & Accounts.
In order to accommodate the different market practices of
the London Stock Exchange ("LSE"), Australian Stock
Exchange ("ASX") and New Zealand Stock Exchange ("NZX"),
being those markets on which GPG's shares are quoted and
subject to approval of the Capitalisation Issue by
shareholders, the Stock Events timetable will be as
follows*:
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Preliminary announcement of results, Dividend and Scrip Dividend 2.03.04
Alternative and Capitalisation Issue
Shares marked ex-dividend (ASX) 5.03.04
Shares marked ex-dividend (UK) 10.03.04
Record date for dividend 12.03.04
Head securities quoted ex-dividend (NZX) 15.03.04
Final date for receipt of Scrip Dividend elections 10.05.04
Final date for receipt of AGM proxies 10.05.04
AGM (11:00am UK time) 12.05.04
Allotment of Scrip Shares (5:00pm UK time) 14.05.04
Payment of Cash Dividend** 17.05.04
Update of UK CREST accounts (5:00am UK) 17.05.04
Dealings commence in Script Dividend Shares 17.05.04
Dispatch of Scrip Dividend Share Certificates (UK) and holding 17.05.04
statement (AUS)
Shares marked Ex-Capitalisation and bonus shares traded on deferred 17.05.04
settlement basis (ASX)
Dispatch of FASTER mailings notifying NZ holders of the change in 18.05.04
holdings following the Scrip Dividend allotment
Record date for Capitalisation Issue 21.05.04
Head shares marked Ex-Capitalisation in NZ 24.05.04
Allotment of Capitalisation (5:00pm UK time) 24.05.04
Last day of deferred settlement trading on ASX 24.05.04
Update of UK CREST accounts (5:00am UK time) 25.05.04
Shares marked Ex-Capitalisation in UK 25.05.04
Dealings commence in Capitalisation Shares 25.05.04
Post out Capitalisation Shares Certificates (UK) and holding 25.05.04
statements (Australia)
Dispatch of FASTER statements in NZ notifying NZ holders of change 31.05.04
in holdings following Capitalisation Issue
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Notes:
* Actions take place on all three Exchanges on the date
specified unless otherwise indicated.
** The cash payment will be made to Shareholders on the
Australian and New Zealand share registers in Australia
and New Zealand dollars respectively, calculated at the
rates of exchange ruling at 4:30pm (UK time) on 10 May
2004. Shareholders on all three registers will have the
opportunity to elect for one of the other two currencies,
and a circular containing further information and a
currency election form will be circulated with the Notice
of AGM.
To ensure the integrity of the registers over record
dates and 'ex' dates the 3 registers will be closed for
transmissions between the registers at certain times.
7. ISSUES OF SHARES
During the year, the movements on the Company's share
capital were as follows:
Ordinary 5p shares in issue 1 January 2003 621,888,241
Exercise of options 465,303
Scrip dividend alternative 8,211,461
Share buy-back (10,419,320)
Capitalisation issue 63,301,316
Conversion of CLNs 5,773,174
-----------
Total GPG 5p shares in issue 31 December 2003 689,220,175
-----------
8. NON-STATUTORY ACCOUNTS
This announcement does not constitute full financial
statements. The Company's full financial statements for
the year ended 31 December 2003, which are being
prepared in accordance with UK GAAP, are in the process
of being audited but have not yet been signed by the
auditors. The financial information for 2002 has been
extracted from the latest published accounts. These
accounts have been delivered to the Registrar of
Companies. The report of the auditors on the 2002
accounts was unqualified and did not contain a statement
under s237(2) or s237(3) of the Companies Act 1985.
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