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