Final Results
GRESHAM HOUSE PLC
Preliminary Results for the year ended 31st December 2005
Gresham House plc (GHE.L), the property and early-stage investment trust, today announces its preliminary results for
the year ended 31st December 2005.
Financial Highlights
The Group's property portfolio has risen from £28.6 million at the end of 2004
to £34.2 million as at 31st December 2005 (up 19.6%)
The value of the Group's investment security portfolio has increased by
£4.0 million (up 45.8%)
Basic earnings per ordinary share is up 86.9p (127.9%) at 154.8p compared
with 67.9p for the previous year
The Group's basic net asset value per ordinary share has risen from 626.6p
to 775.7p - an increase of 149.1p (23.80%).
The Board is recommending a final dividend of 5p per share against 4p last year,
an increase of 25%.
Property Investment Portfolio Highlights
Rental income is now beginning to flow from the property units acquired in Speke
following the Knowsley disposal in October 2004.
The new building under construction at Knowsley Park is likely to be valued
significantly in excess of the cost to the Group once completed.
Since the year end, work has commenced at the Group's development in hand in
Dorking which, once completed, should release the property units on another older site
in Dorking for which the Company intends to submit a planning application for
residential use later in the year.
Equity Investment Portfolio Highlights
Hallin Marine: holding of 3,700,000, which had a market value of £2,192,000 as
at 31 December 2005, cost £37,000
Egdon Resources: the Group's holding of 375,000 shares which cost £114,000 had
a market value at the year end of £460,000 at the year end.
SpaceandPeople: Gresham's holding of 1,587,500 ordinary shares originally cost
£168,000 compared with a market value at year end of £798,000.
The Group's strategy of seeking innovative early stage investments continues
with one or two investments expected to be admitted onto AIM or Ofex in coming year
Fred Stirling, Chairman of Gresham House plc, commented:
"2005 was a year of substantially improved performance for the Group… All the above
supports your Board's recent announcement that they are considering a demerger of the
Group's property portfolio into a Real Estate Investment Trust ("REIT") in the early
part of 2007 …. your Board is still of the opinion that such a move would be
advantageous to shareholders."
- ends -
Further information:
Alfred Stirling (Chairman - Gresham House) 020 7588 7352
Toby Hall/Jade Mamarbachi (gth media relations) 020 7153 8039/8035
GRESHAM HOUSE PLC
PRELIMINARY FINAL STATEMENT
YEAR ENDED 31 DECEMBER 2005
CHAIRMAN'S STATEMENT
Dear Shareholder,
This is the first time that the full accounts have been prepared in accordance
with International Financial Reporting Standards ("IFRS"). Whilst many of the
necessary changes will be familiar to shareholders from the Interim Results
there is considerable additional information and a number of changes in the
traditional format of the statements compared with those which shareholders
have received in the past. The comparative figures have also been revised to
comply with IFRS.
2005 was a year of substantially improved performance for the Group.
Our results for the year to 31st December 2005 show a profit on the revenue
account of £140,000 compared with £1,257,000 for last year but with a gain of
£7,399,000 on the capital account compared with £2,011,000 last year. Overall
the basic earnings per ordinary share was 154.8p compared with 67.9p for the
previous year.
The major variance in the Revenue account between the two years concerned was
the anticipated reduction in rental income and the compensating reduction in
finance costs both as a result of the sale of the property units at Knowsley
late in 2004. However rental income is now beginning to flow from the property
units acquired in Speke following the Knowsley disposal generating an annualised
income of £412,000 from the first 3 tenants as at 31st December, 2005. Since year
end negotiations have continued with a further ten potential tenants and I am
hopeful that they will all enter into leases shortly resulting in an additional
rental stream of £132,000. Marketing continues to find suitable tenants in
respect of the 263,000 square feet of premises that presently remains vacant.
The Group's property portfolio has risen from £28.6 million at the end of the
previous year to £34.2 million as at 31st December, 2005. This was as a result of
a surplus arising on a revaluation as at year end amounting to £6.1 million
(excluding potential capital gains tax) and expenditure on existing properties
of £1.5 million. During the year the Group suffered the total loss of its
remaining property unit at Deacon Park, Knowsley through fire. Whilst fully
insured, accounting standards require the transfer of the building element of
£2 million from fixed assets to other debtors reflecting insurance monies due
which is shown under current assets. As insurance monies are expended on
rebuilding the property this will be transferred back to the fixed assets of
the business. As a result of this fire, the Group was able to negotiate the
purchase of the incumbent tenant's option to purchase which was an integral
part of his lease. As a result, your Board anticipates that once complete
this new building will be valued significantly in excess of the cost to
the Group.
Since the year end the Group has commenced work at its development in hand in
Dorking which, once completed, should release the property units on another
older site in Dorking. In anticipation of this, it is intended to submit a
planning application for residential use for the older site later in the year.
All the above supports your Board's recent announcement that they are
considering a demerger of the Group's property portfolio into a Real Estate
Investment Trust ("REIT") in the early part of 2007. This will probably be on
the basis of 1 new ordinary share in the REIT for every share held in the
Company at that time.
A REIT is a tax exempt means of investing in property where rental income and
gains on properties are, subject to certain conditions, exempt from corporation
tax. To compensate for this there will be however an initial taxation charge
based on 2% of the gross assets of the properties within the REIT. A further
condition is that 90% of the REIT's net profits must be distributed to
shareholders by way of dividend from which the usual tax deduction is made
(currently 22%). HM Revenue and Customs are presently drafting detailed
regulations relating to REITs but, subject to a detailed review of such
regulations when available, your Board is still of the opinion that such a
move would be advantageous to shareholders.
The Group's basic net asset value per ordinary share has thus risen from 626.6p
to 775.7p an increase of 149.1p or 23.80%. Against this the FTSE All Share
Index increased by 17.78% over the same period.
As can be seen from the Capital account of the Income Statement the value of the
investment security portfolio has generated a gain of £2.8 million largely due
to the increase in value of our investment in Hallin Marine Subsea International
plc. At 31st December, 2004 this investment was valued at £562,000 and in April,
2005 was admitted to the AIM Market. As at the year end the investment value of
Hallin had risen to £2,192,000.
Indeed the greatest value of your Company's investments in securities is
attributable to those securities dealt in under AIM, representing approximately
58% of the total share portfolio. The most significant of these investments
were as follows:
Egdon Resources (UK) Limited
Egdon Resources is an onshore UK focused oil and gas exploration company. Egdon
has interests in 19 licences in the hydrocarbon producing basins of the UK and
France, containing two oil discoveries and a further 48 prospects. In addition
Egdon is drilling a borehole on the Isle of Portland to confirm the suitability
of the site for the creation of natural caverns to store natural gas. Our
holding of 375,000 shares, which had a market value at the year end of £460,000,
cost £114,000. Since the year end we have reduced our holding to more than
recoup our original cost.
Hallin Marine Subsea International plc
Hallin Marine was formed in 1998 to provide high quality marine and underwater
services to the offshore industry, particularly in support of Oil & Gas
development. It has grown from a US$1 million turnover company in its first
year to a US$20 million turnover company in 2004. Hallin Marine was admitted to
AIM in April 2005.
The Company is an experienced provider of subsea construction and inspection
solutions. It employs experienced subsea engineering staff to manage projects
using support vessels, saturation diving systems, air/mixed gas diving spreads
and remote operating vehicles. The Company owns all its principal equipment,
including the diving systems. Hallin's expanding operations cover the South
East Asia, India, China and Middle East regions.
Typically the work undertaken by the Group comprises the installation,
construction maintenance, repair or survey of equipment on the seabed. Most of
the projects are planned well in advance and Hallin's role is that of a key
contractor, normally working as part of a larger team. The largest projects may
take two or more years from decision to go ahead to the stage where divers
actually enter the water. Hallin provides clients with safe, professional and
cost effective solutions by combining innovative approaches and new technology
with time proven techniques.
Our holding of 3,700,000 which had a market value of £2,192,000 as at 31
December 2005 cost £37,000. During the year we reduced this holding by 300,000
ordinary shares which more than recovered the original cost of the investment.
In addition, at the time of the original investment, the Group advanced a loan
of £171,200 of which £92,800 was outstanding at year end.
Image Scan Holdings plc
Image Scan has developed modular proprietary software and hardware, protected
by numerous patents and patent applications, to provide innovative methods of
acquiring, interpreting and presenting x-ray images in real time, bringing
major new user benefits to security applications, quality product and industrial
inspection applications.
Our holding of 3.3m shares cost £711,000 against a year end value of £321,000.
Since the year end the market price has increased from 9.75p to 19.5p per ordinary
share.
Plus Markets Group plc
PLUS Markets Group plc is the UK's independent provider of primary and secondary
equity market services. The Group is the holding company for Ofex plc, which is
authorised and regulated by the Financial Services Authority. Ofex plc is a
prescribed market under Section 118 of the Financial Services & Markets Act
2000, and operates and regulates the PLUS service and the Ofex market.
The PLUS service ("PLUS") is a new London equity market based on the quote-
driven equity trading system, for listed and unlisted securities. Ofex is the
UK's independent public market dedicated to small and medium sized companies.
Our holding of 3.25m shares cost £224,000 against a market value of £618,000 at
the year end.
SpaceandPeople plc
This company was established in 2001 with Gresham as an original investor to
market and sell promotional mall space in shopping centres on a national basis
in a business completely engineered by the e-business concept.
SpaceandPeople markets, sells and administers promotional space in a variety of
high footfall venues across the UK, including shop centres, service stations and
airports. The current footfall is in excess of 35m per week from 176 outlets.
The website and dedicated call centre allow advertisers and brands to book space
for short-term and experimental marketing promotions on a national basis. The
company has no tie-ins with either property or media groups.
SpaceandPeople recently won "Best Small Business" at the Scottish Enterprise E-
Business Awards and were Highly Commended in the business to business category
of the prestigious New Age Effectiveness Awards.
Our holding of 1.59 million shares cost £168,000 and had a market value of
£798,000 at year end.
Transense Technologies plc
Transense Technologies is a technology transfer company that develops Surface
Acoustic Wave (SAW), wireless, batteryless, sensor systems for the automotive
industry.
Current applications include Tyre Pressure Monitoring Systems (TPMS) and torque
systems for Electrical Power Assisted Steering (EPAS) and driveline management.
Our holding of 840,000 shares which is in the books at nil cost had a market
value of £624,000 at the year end.
Other potentially significant investments include Mount Burgess Mining which
currently has an interest in three active projects situated in Australia,
Namibia and Botswana, all of which are currently being explored. An additional
concession has also been applied for in Australia which is still subject to
grant. The most advanced drilling in Botswana is for base metals of Zinc,
Lead and Silver with significant credits for Copper and Vanedium. This phase
of drilling is expected to be completed by the end of June 2006.
Our holding of 9m shares cost £351,000 against a market value at year end of
£358,000.
Shareholders will note that the Group's cash resources have decreased from £7.2
million as at 31 December 2004 to £0.9 million as at year end. This has been the
result of repaying external borrowings, as reported in my statement last year,
acquiring further investments in securities and improving our existing property
portfolio. As at 31 December 2005 both short term and long term borrowings
totalled £15.8 million compared with £19.1 million at the end of last year.
We continue with our strategy of seeking innovative early stage investments and
during the year we have subscribed for equity interests in a number of start-up
situations which appear to have significant potential for future expansion and
return. I am hopeful that one or two of these embryo companies with join either
the AIM or Ofex markets within the next twelve months.
As a consequence your Board recommends a final dividend of 5p per share against
4p last year, an increase of 25%.
A P Stirling
28th April, 2006
GRESHAM HOUSE PLC
PRELIMINARY FINAL STATEMENT
UNAUDITED CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
2005 2004
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income:
Dividend and Interest income 329 - 329 224 - 224
Rental income 2,098 - 2,098 3,266 - 3,266
Other operating income 323 - 323 370 - 370
----- ----- ----- ----- ----- -----
Total Revenue 2,750 - 2,750 3,860 - 3,860
Gainson investments held at
fair value - 2,824 2,824 - 1,593 1,593
Deficit on disposal of
property investment - - - - (1,767) (1,767)
Movement in fair value of
property investments - 6,144 6,144 - 1,854 1,854
----- ----- ----- ----- ----- -----
Total gains and losses 2,750 8,968 11,718 3,860 1,680 5,540
----- ----- ----- ----- ----- -----
Expenses
Other operating expenses (1,691) - (1,691) (1,635) - (1,635)
Finance costs (1,151) - (1,151) (1,459) - (1,459)
----- ----- ----- ----- ----- -----
(2,842) - (2,842) (3,094) - (3,094)
----- ----- ----- ----- ----- -----
(Loss)/Profit before taxation (92) 8,968 8,876 766 1,680 2,446
Taxation - (1,240) (1,240) 550 (113) 437
----- ----- ----- ----- ----- -----
Profit for the year (92) 7,728 7,636 1,316 1,567 2,883
===== ===== ===== ===== ===== =====
Attributable to:-
Equity holders of the parent 140 7,399 7,539 1,257 2,011 3,268
Minority interest (232) 329 97 59 (444) (385)
----- ----- ----- ----- ----- -----
(92) 7,728 7,636 1,316 1,567 2,883
===== ===== ===== ===== ===== =====
Basic earnings per ordinary Share 154.8p 67.9p
===== =====
Diluted earnings per ordinary Share 154.7p 67.8p
===== =====
Notes
(i) Dividends - Ordinary shares:
proposed final dividend of 5p per share (2004: 4p)
payable on 23 June 2006 to shareholders on the
register at 26 May 2006 244 195
===== =====
(ii)The summary of results for the year ended 31 December 2005 does not
constitute statutory accounts within the meaning of s240 of the Companies Act
1985. The full statutory accounts which will be available to shareholders by 17
May 2006 have not been reported on by the Company's auditors and have not been
delivered to the Registrar of Companies. Full accounts in respect of the year
ended 31 December 2004 prepared under UK GAAP have been delivered to the Registrar
of Companies and the Auditor's Report on those accounts was unqualified.
(iii)Basic earnings per ordinary share are based on the return attributable to
equity shareholders of £7,539,000 (2004: £3,268,000), and on 4,870,716
(2004:4,812,498) ordinary shares being the weighted average number of those in
issue during the year.
The diluted earnings per ordinary share is based on the return attributable to
equity shareholders of £7,539,000 (2004:£3,268,000)and on 4,874,628 (2004:
4,819,227) shares being the weighted average number of shares in issue during
the year together with 3,912 (2004: 6,728) shares deemed to have been issued at
nil consideration as a result of options granted or pursuant to the terms of the
8% Secured Loan Stock issued by Gresham House Finance plc.
GRESHAM HOUSE PLC
PRELIMINARY FINAL STATEMENT
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2005
Ordinary Share
share Share based Capital Retained
capital premium payments reserve earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 Dec 2004 1,212 761 - 36,756 (8,346) 30,383
Profit for the period - - - 7,399 140 7,539
Ordinary dividend paid - - - - (195) (195)
Issue of shares 6 61 - - - 67
Share based payments - - 12 - - 12
------ ------ ------ ------ ------ ------
Balance at 31 Dec 2005 1,218 822 12 44,155 (8,401) 37,806
====== ====== ====== ====== ====== ======
YEAR ENDED 31 DECEMBER 2004
Ordinary Share
share Share based Capital Retained
capital premium payments reserve earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 Dec 2003 1,189 554 - 34,745 (9,455) 27,033
Profit for the period - - - 2,011 1,257 3,268
Ordinary dividend paid - - - - (148) (148)
Issue of shares 23 207 - - - 230
------ ------ ------ ------ ------ ------
Balance at 31 Dec 2004 1,212 761 - 36,756 (8,346) 30,383
====== ====== ====== ====== ====== ======
GRESHAM HOUSE PLC
PRELIMINARY FINAL STATEMENT
UNAUDITED CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2005
2005 2004
£'000 £'000
Assets
Non current assets
Investments held at fair value 12,774 8,761
Property investments 34,226 28,600
Property, plant and equipment 512 525
------ ------
Total non current assets 47,512 37,886
------ ------
Current assets
Trade and other receivables 389 426
Accrued income and prepaid expenses 1,170 1,209
Other current assets 8,904 6,089
Cash and cash equivalents 863 7,230
------ ------
11,326 14,954
------ ------
Total assets 58,838 52,840
------ ------
Current liabilities
Trade and other payables 2,615 2,150
Short term borrowings 9,549 3,523
Current tax payable 17 102
------ ------
Total current liabilities 12,181 5,775
------ ------
Total assets less current liabilities 46,657 47,065
Non current liabilities
Long term borrowings 6,449 15,618
Deferred taxation 1,631 390
------ ------
8,080 16,008
------ ------
Net assets 38,577 31,057
====== ======
Capital and reserves
Ordinary share capital 1,218 1,212
Share premium 822 761
Share based payments 12 -
Capital reserve 44,155 36,756
Retained earnings (8,401) (8,346)
------ ------
Equity attributable to equity shareholders 37,806 30,383
Minority interest 771 674
------ ------
Total equity 38,577 31,057
====== ======
Basic net asset value per ordinary share 775.7p 626.6p
====== ======
Diluted net asset value per ordinary share 775.1p 625.7p
====== ======
Notes
Basic net asset value per ordinary share is based on equity attributable to
equity shareholders at the year end and on 4,873,880 (2004: 4,848,919) ordinary
shares being the number of ordinary shares in issue at the year end.
Diluted net asset value per ordinary share is based on equity attributable to
equity shareholders at the year end and on 4,877,792 (2004: 4,855,647)ordinary
shares. The number of shares is based upon the number of shares in issue at the
year end together with 3,912 (2004: 6,728) shares deemed to have been issued at
nil consideration as a result of options granted or pursuant to the maximum
number of shares that can be issued under the terms of the 8% Secured Loan Stock
issued by Gresham House Finance plc.
GRESHAM HOUSE PLC
PRELIMINARY FINAL STATEMENT
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
2005 2005 2004 2004
£'000 £'000 £'000 £'000
Cashflow from operating activities
Investment income received 117 129
Interest received 212 95
Rental income received 2,145 3,234
Other cash payments (1,235) (1,824)
------ ------
Net cash generated from operations 1,239 1,634
Interest paid on 8% Secured Redeemable
Loan Stock 2006 (293) (293)
Interest paid on property loans (754) (1,201)
------ ------
(1,047) (1,494)
------ ------
Net cash flows from operating activities 192 140
Cash flows from investing activities
Purchase of investments (2,295) (2,154)
Sale of investments 1,106 2,108
Purchase of investment properties (1,532) (7,011)
Disposal of investment properties 105 15,698
Purchase of developments in hand (652) (280)
------ ------
(3,268) 8,361
Cash flows from financing activities
Repayment of loans (3,484) (7,613)
Receipt of loans 321 5,088
Share capital issued 67 230
Equity dividends paid (195) (148)
------ ------
(3,291) (2,443)
(Decrease)/increase in cash and cash ------ ------
equivalents (6,367) 6,058
Cash and cash equivalents at start of
period 7,230 1,172
Cash and cash equivalents at end of ------ ------
period 863 7,230
====== ======
NOTES TO THE CONSOLIDATED CASHFLOW STATEMENT
RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS
2005 2004
£'000 £'000
Revenue return before taxation (92) 766
Interest payable 1,151 1,459
Share based payments 12 -
Depreciation of property, plant and equipment 13 14
------ ------
1,084 2,239
Increase in current assets (140) (586)
Increase/(decrease)in current liabilities 295 (19)
------ ------
1,239 1,634
====== ======
GRESHAM HOUSE PLC
PRELIMINARY FINAL STATEMENT
UNAUDITED SEGMENTAL REPORTING
Property
Investment Investment Elimination Consolidated
2005 2004 2005 2004 2005 2004 2005 2004
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue
External income 390 180 2,148 3,585 - - 2,538 3,765
Inter - segment income 1,556 1,575 120 120 (1,676) (1,695) - -
----- ----- ----- ----- ----- ----- ----- -----
Total revenue 1,946 1,755 2,268 3,705 (1,676) (1,695) 2,538 3,765
===== ===== ===== ===== ===== ===== ===== =====
Gains on investments
at fair value 2,824 1,593 - - - - 2,824 1,593
Gains on property
investments at fair
value - - 6,144 1,854 - - 6,144 1,854
Proceeds of disposal
of investment properties - - 2,050 15,698 - - 2,050 15,698
Carrying value of disposal
of investment properties - -(2,050)(17,465) - - (2,050)(17,465)
----- ----- ----- ----- ----- ----- ----- -----
Total income and gains 4,770 3,348 8,412 3,792 (1,676)(1,695) 11,506 5,445
===== ===== ===== ===== ===== ===== ===== =====
Segment expenses (115) (59) (805) (939) - - (920) (998)
----- ----- ----- ----- ----- ----- ----- -----
Segment profit 4,655 3,289 7,607 2,853 (1,676) (1,695)10,586 4,447
===== ===== ===== ===== ===== =====
Unallocated corporate expenses (771) (637)
----- -----
Operating profit 9,815 3,810
Interest expense (all relating to property loans) (1,151) (1,459)
Interest income 212 95
----- -----
Profit before taxation 8,876 2,446
===== =====
All revenue is derived from operations within the United Kingdom.