Final Results

Manchester & London Inv Tst PLC 4 October 2000 The Directors Announce the Audited Figures For the year ended 31st July 2000 Consolidated Statement of Total Return (incorporating the revenue account*) 2000 1999 (Restated+) Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 (Losses) on investments - (132) (132) - (9,567) (9,567) Income (note 1) 442 - 442 640 - 640 Investment management fee (55) (101) (156) (69) (128) (197) Other expenses (133) - (133) (174) - (174) Net return before finance costs 254 (233) 21 397 (9,695) (9,298) Interest payable and similar charges (11) (20) (31) (245) (143) (388) Return on ordinary activities 243 (253) (10) 152 (9,838) (9,686) Dividends in respect of non-equity shares (57) - (57) (57) - (57) Return attributable to equity shareholders 186 (253) (67) 95 (9,838) (9,743) Dividends in respect shares (150) - (150) (113) - (113) Transfer to (from) reserves 36 (253) (217) (18) (9,838) (9,856) Return per ordinary share (pence) Basic 2.48 (3.37) (0.89) 1.27 (131.17) (129.90) Fully diluted 2.32 (2.41) (0.09) 1.45 (93.89) (92.44) *The revenue column of this statement is the consolidated profit and loss account of the group. All revenue and capital items in the above statement derive from continuing operations +Restated in accordance with FRS 16 'Current Taxation.' Non-equity dividends Dividends per preference share accrue at the rate of 7.6% p.a. Equity dividends Interim dividend paid per each 25p ordinary share 0.5p (1999 - 0.5p) Final dividend proposed per each 25p ordinary share 1.50p (1999 - 1.00p) The ordinary dividend is payable on 27th November 2000 to shareholders on the Register at the close of business on 20th October 2000. Consolidated Balance Sheet At 31st July 2000 2000 1999 £'000 £'000 £'000 £'000 Fixed Assets Investments 26,480 24,763 Current Assets Debtors 120 6,596 Cash at bank 1,750 30 1,870 6,626 Creditors Amounts falling due within one year (431) (3,253) Net Current Assets 1,439 3,373 Net Assets 27,919 28,136 Capital and Reserves Called-up Share Capital 2,619 2,619 Other reserves Capital reserve - realised 19,535 18,592 Capital reserve - unrealised 3,698 4,894 Goodwill reserve (79) (79) Revenue reserve 2,146 2,110 Total shareholders' funds 27,919 28,136 Equity interests - Ordinary shares 27,175 27,392 Non-equity interests - Preference shares 744 744 27,919 28,136 Net Asset Value per share Ordinary shares - basic 362.3p 365.2p Ordinary shares - fully diluted 266.5p 268.5p Consolidated Cashflow Statement For the year ended 31st July 2000 2000 1999 £'000 £'000 £'000 £'000 Operating activities Net dividends and interest received from investments 388 1,923 Other income 59 23 Investment management fees paid (140) (270) Other cash payments (160) (222) Net cash inflow from operating activities 147 1,454 Servicing of finance Interest paid (44) (1,347) Preference dividend paid (57) (57) Net cash outflow from servicing of finance (101) (1,404) Taxation UK taxes repaid (paid) 261 (369) Financial investment Purchase of investments (6,037) (1,421) Sale of investments 10,117 70,043 Net cash inflow from financial investment 4,080 68,622 Equity dividends paid (113) (150) Increase in cash 4,274 68,153 Reconciliation of net cash flow to movement in net funds (debt) Increase in cash in year 4,274 68,153 Net debt at beginning of year (2,762) (70,915) Net funds (debt) at end of year 1,512 (2,762) (Restated) 2000 1999 £'000 £'000 Income from investments UK dividends 377 432 Government securities - 176 377 608 Other income Deposit interest 65 23 Other income - 9 65 32 Total income 442 640 The above financial information does not constitute statutory financial statements as defined in Section 240 of the Companies Act 1985. The comparative financial information is based on the statutory financial statements for the year ended 31st July 1999. Those financial statements, upon which the auditor issued an unqualified opinion, have been delivered to the Registrar of Companies. Statutory financial statements for the year ended 31st July 2000 will be delivered to the Registrar. Acquisition of Galleon Securities Limited - Pro-forma Statement of Combined Net Assets On 19th July 2000 the Board announced that it had agreed terms for the acquisition of Galleon Securities Limited. This transaction was approved at the E.G.M. on 7th August 2000. The Company issued an unsecured interest free loan note repayable after more than two years in the amount of £5,413,000 being 90% of the net assets of Galleon Securities Limited as at 7th August 2000. The net assets and consideration relating to the acquisition of Galleon Securities Limited at this date are subject to final agreement. A pro-forma statement of the combined net assets of the enlarged group in the format included in the circular to shareholders, as updated for the latest net asset position is set out below. Manchester Galleon & London Securities Pro-forma as at as at statement of 31st July 7th August Adjust- combined 2000 2000 ments net assets £'000 £'000 £'000 £'000 Fixed Assets Investments 26,480 12,181 (6,933) 31,728 Goodwill - - (402) (402) 26,480 12,181 (7,335) 31,326 Current Assets Debtors 120 209 - 329 Cash at bank 1,750 - 896 2,646 1,870 209 896 2,975 Creditors Amounts falling due within one year (431) (6,375) 5,837 (969) Net current assets liabilities) 1,439 (6,166) 6,733 2,006 Amounts falling due after more than one year - - (5,413) (5,413) Net assets 27,919 6,015 (6,015) 27,919 Adjustments i) Cash at bank has been adjusted to reflect the redemption of the Toronto - Dominion Bank loan notes of £6,933,000, the repayment of the indebtedness to Manchester & Metropolitan Investment Limited of £5,837,000 and the payment of the costs of acquisition estimated to be £200,000 excluding VAT. ii) Negative goodwill comprises consideration of £5,413,000 and costs of the acquisition less net assets acquired of £6,015,000. CHAIRMAN'S STATEMENT In my Interim Statement to shareholders earlier this year, I commented on the divergent trends within stock markets whereby technology, media and telecom (TMT) stocks were displacing other sectors making up the FTSE 100 Index. During the second half of the year, this trend subsided and partially reversed itself, thus enabling the net asset value to recover to 266.5p by the year end. During the twelve month period under review our net asset value declined by 0.74% which compares with a 4.69% increase in the FT Actuaries All Share Index. During the year, we accepted the 127p cash offer for our holding in CNC Properties, resulting in a profit of £1.03m which represented a 79% gain over cost value during a period of four years. We also made purchases in TDG and Pearson, and further increased our holding in the latter by way of accepting the recent Rights Issue. A detailed report on these two new investments is contained in the Investment Manager's Review. Our investment in BAE SYSTEMS Warrants continues to be volatile as is clearly illustrated in the disappointing fall in value during the last few weeks. The recently reported interim statement was marginally disappointing and, whilst not amounting to a profit warning, reflected the time being taken to achieve rationalisation of the recently acquired Marconi Electronic Systems. The trading position has recently been further complicated by two additional US acquisitions. Our investment in the company via the Warrants has not, in the event, achieved the anticipated benefits of gearing but, upon conversion into Ordinary shares in November 2000, we will retail a reduced investment in BAE SYSTEMS as we continue to believe that the company will be very much involved in the future consolidation of the European Aerospace industry. Meanwhile, our investment in the company has created an increase in value of some £8.5m over the last six years. Andrews Sykes remains our main disappointment. The downward stock market re-rating of plant hire companies is the main cause, not helped by the 1998 acquisition of Cox Plant Hire which has proved to be a major disappointment. Latterly, what seems to be the illogical attitude of the Board (with regard to the non-payment of dividends despite reasonable profitability) has, in our opinion, compounded the destruction of shareholder value. Furthermore, the Board seems impervious to the opportunities presented by consolidation moves within the industry. We are actively endeavouring to realise this investment if a suitable opportunity occurs. The Directors are anticipating an increased income from the Portfolio during the current year and have therefore decided to recommend a Final Dividend of 1.5p (1.0p), making a total for the year of 2.0p. The Final Dividend will be paid on 27th November 2000 subject to approval at the forthcoming Annual General Meeting. Since the year end, we have completed the acquisition of Galleon Securities Limited (Galleon) details of which were sent to shareholders on 19th July 2000. The principal benefit of this transaction is the discount at which the net assets of Galleon were acquired and which is reflected in the statement of pro-forma net assets set out in note 2. We have now sold all the BAE SYSTEMS shares and shortly expect to receive repayment of the Toronto Dominion Bank Loan Notes, thus realising approximately 85% of the acquired portfolio. As is usually the case, the outlook for world stock markets is uncertain. Wall Street remains the centre of attention and with a new era commencing after the US Presidential Election, there is no shortage of uncertainties, the principal one being 'for how long can the US economic expansion continue?' With share indices generally within 10% of their peaks, it is not easy to find good value and the relatively high level of liquidity available to the company appears to be the best position to be in current circumstances. As shareholders will be aware, I joined the Board and became Chairman of your company in November 1997 prior to the flotation. The intervening three years have been busy, including the successful flotation of your company as an Investment Trust and since then the recent acquisition of Galleon Securities Limited. I now feel that it is time to hand over the reins and accordingly, I will be retiring after the forthcoming AGM at which Mr P.H.A. Stanley will become Chairman. Mr Ellis Bor, after having served 23 years on the Board, has also expressed his wish to retire, having achieved the age of 70, and he will therefore not be seeking re-election. Mr Maurice Webb, another long standing director of 15 years is also taking this opportunity to retire and will be resigning after the AGM. I would like to thank them for their valuable contribution over the years during which time the net asset value has grown substantially. It has been a privilege to serve Manchester & London Investment Trust plc, whose Board and incoming Chairman are committed to ensuring its successful future. I am also pleased to report that Mr J.R.L. Lee, FCA, has been appointed a director and will be standing for re-election at the forthcoming AGM. Mr John Lee has a wide knowledge of investment matters and was formerly MP for Pendle and a Government Minister between 1983 and 1989. I am confident he will be a valuable contributor to the Company in the years ahead. Our 28th Annual General Meeting will be held on Wednesday, 15th November 2000, in the Lancaster Suite, Holiday Inn Crowne Plaza, Midland, Peter Street, Manchester M60 2DS, at 12.45 pm at which the results of the draw for Wimbledon tickets will be announced. Carlisle of Bucklow Chairman 4th October 2000
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