Final Results
Taverners Trust PLC
22 July 2005
THE TAVERNERS TRUST PLC
PRELIMINARY ANNOUNCEMENT OF UNAUDITED ANNUAL RESULTS
for the year ended 30 April 2005
Chairman's Statement
Background
I am very pleased to report that in the year to 30 April 2005 the fully diluted
net asset value ('NAV') rose 21.6% and the share price by 34.5%, outperforming
our benchmark, the FTSE Leisure & Hotels Index which returned 9.9%. Over five
years to the year end the fully diluted NAV and share price increased 29.8% and
52.4% respectively, compared to the benchmark return of 13.1%.
In the period under review the NAV has benefited in particular from the strong
share price performance of Hardys & Hansons and Young & Co.'s Brewery.
Wolverhampton & Dudley Breweries' acquisition of Burtonwood and the announcement
of the acquisition of Jennings Brothers in the year also added momentum to the
regional brewer sub-sector which accounted for a high proportion of the
Company's portfolio.
Despite the sector's good showing in the reporting period, the shadow of further
regulatory intervention over smoking in public places hangs over the sector, but
seems not as yet to have affected share price performance except in the case of
Belhaven Group in Scotland where a total ban is scheduled to take effect next
spring. In England on the other hand it is to be hoped that the Government will
retain the proposed date of 1 January 2009 for compliance as this should give
sufficient time for the industry to prepare for change.
A New Investment Manager and Policy
Earlier this year the Board received an approach regarding the future of the
Company. The Board concluded after taking advice from its corporate finance
advisers that it could not recommend the proposals based on this approach as
they were not in the best interests of Shareholders. As part of the
deliberation process the Board discussed the future of the Company with major
Shareholders and it became apparent that they wanted to realise their investment
at a narrower discount to net asset value than that at which the shares had been
trading in recent months. The Board considered a number of options including
liquidation but after further discussions with Shareholders, it was resolved
that the most appropriate course of action was to propose a change of investment
manager and investment policy.
More details regarding this matter are set out in a circular date 22 July 2005
regarding the proposals for a change to the investment objective and Manager.
In the circumstances the Board is sure that these are the most sensible set of
proposals and is therefore recommending them. After 9 years and a proven track
record, I am saddened by the need to change our strategy and Manager as a
consequence of Shareholder pressure. Billy Whitbread and Aberdeen Asset
Managers have served us well and I wish both parties all the best for the
future. In particular, Billy's knowledge and passion for the sector has
provided us with a good performance record and a unique investment experience.
The Board and Shareholders will be sorry to see Billy conclude his involvement
with the Company.
The proposed new investment policy of achieving an absolute return with low
volatility from investments in a wider range of assets under the stewardship of
Midas offers a different but promising future for the Company. Midas has a
strong performance record. If Shareholders approve the change, the portfolio
will be invested into a diversified portfolio principally comprising of UK
equities and fixed interest securities.
The Board
In light of the above proposals the Nomination Committee and the Board have
considered the future structure of the Board. My colleagues Martin Hawkins and
Christopher Fishwick have offered to retire as Directors with effect from the
conclusion of the Annual General Meeting on 19 August 2005 to make way for new
independent Directors to assist in overseeing the implementation of the
proposals. I wish to thank both Martin and Christopher for their wise counsel
over the years and particularly during the challenges we have faced in the last
few months. It is proposed that Adam Cooke will be joining the Board from the
conclusion of the AGM, with another director to be appointed in due course. Ian
Davis and I look forward to working with them. Biographical details are set out
in the circular accompanying this Report.
Final Dividend
In conjunction with the strong capital performance, earnings per share improved
marginally, 0.53p compared with 0.52p for the previous year. Consequently, the
Board has proposed the same level of final dividend as last year, 0.50p per
share. If approved by the Shareholders at the Annual General Meeting the
dividend will be paid on 22 August 2005 to those entered on the share register
on 5 August 2005.
If the change of investment manager and policy is implemented then a new
dividend policy will be implemented from the Company's half year end, 31 October
2005. The new manager is aiming to generate a gross yield of approximately 4.25%
from the portfolio based on the current NAV. The Board is planning to declare
quarterly dividends in the second half of the current year, the first one in
respect of the quarter to 31 January 2006. More information on the dividend
policy is set out in the circular accompanying this report
Gearing
We have maintained our £3 million Bilateral Term Loan with Allied Irish Bank ('
AIB'), which matures in 2007. At the year end and at the time of writing £2.5
million has been drawn down, giving the Company gearing of approximately 10%.
The balance can be drawn down in the form of a committed revolving credit
facility subject to the Manager obtaining Board approval. AIB has consented to
the proposed change of Manager and policy and at this time the Board is not
proposing a change to the current banking arrangements or gearing policy.
Annual General Meeting
Owing to the need to place the proposals before Shareholders, the Annual General
Meeting will be held earlier this year. The AGM will be held at Aberdeen's
London offices on 19 August at 12.20p.m. The meeting will be preceded by an
Extraordinary General Meeting to consider the proposals to change the manager
and policy. After the formal business has been concluded I hope Shareholders
will join us for a buffet lunch to thank Billy Whitbread and the Managers for
their invaluable contribution to the Company.
H V Reid
Chairman
22 July 2005
Statement of Total Return
Year ended Year ended
30 April 2005 30 April 2004
(unaudited) (audited)
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Gains on investments - 4,950 4,950 - 6,380 6,380
Income 568 - 568 538 - 538
Investment management fee (166) (167) (333) (135) (135) (270)
Other expenses (235) (60) (295) (234) - (234)
Exchange losses - - - - (1) (1)
Net return before finance costs and taxation 167 4,723 4,890 169 6,244 6,413
Interest payable and similar charges (83) (83) (166) (84) (83) (167)
Net return on ordinary activities before taxation 84 4,640 4,724 85 6,161 6,246
Taxation on ordinary activities - - - (1) - (1)
Net return on ordinary activities after taxation 84 4,640 4,724 84 6,161 6,245
Dividends in respect of equity shares (80) - (80) (80) - (80)
Transfer to/(from) reserves 4 4,640 4,644 4 6,161 6,165
Return per Ordinary share (pence):
Basic 0.53 29.11 29.64 0.52 38.66 39.18
The revenue column of this statement represents the revenue account of the
Company
No operations were acquired or discontinued in the year.
All revenue and capital items in the above statement derive from continuing
operations.
Balance Sheet
As at As at
30 April 2005 30 April 2004
(unaudited) (audited)
£'000 £'000
Fixed assets
Investments 25,762 20,828
Current assets
Debtors 51 106
Cash at bank and in hand 152 281
203 387
Creditors: amounts falling due within one year (373) (2,767)
Net current liabilities (170) (2,380)
Total assets less current liabilities 25,592 18,448
Creditors: amounts falling due after more than one year (2,500) -
Net assets 23,092 18,448
Capital and reserves
Called-up share capital 3,984 3,984
Share premium account - 10,536
Special reserve 10,536 -
Other reserves:
Warrant reserve 981 981
Capital reserve - realised 550 717
Capital reserve - unrealised 6,901 2,094
Revenue reserve 140 136
Equity Shareholders' funds 23,092 18,448
Net asset value per Ordinary share (pence):
Basic 144.90 115.76
Fully-diluted 137.63 113.21
Cash Flow Statement
Year ended Year ended
30 April 2005 30 April 2004
(unaudited) (audited)
£'000 £'000 £'000 £'000
Net cash (outflow)/inflow from operating activities (41) 74
Servicing of finance
Bank and loan interest paid (195) (117)
Financial investment
Purchases of investments (6,487) (5,558)
Sales of investments 6,674 5,463
Net cash inflow/(outflow) from financial investment 187 (95)
Equity dividend paid (80) (80)
Decrease in cash (129) (218)
Reconciliation of net cash flow to movements in net debt
Decrease in cash as above (129) (218)
Exchange movements - (1)
Movement in net debt for the year (129) (219)
Opening net debt (2,219) (2,000)
Closing net debt (2,348) (2,219)
Notes:
1. Dividend
The Directors have today declared a first and final dividend of 0.50p per
Ordinary share for the year ended 30 April 2005 2004 - 0.50p) which, if approved
by Shareholders at the Annual General Meeting, will be payable on 22 August 2005
to Shareholders on the register on 5 August 2005.
2. Income
2005 2004
£'000 £'000
Income from investments
UK dividend income 508 525
Overseas dividends 19 6
527 531
Other income
Deposit interest 41 7
Total income 568 538
3. Return per share
2005 2004
Revenue Capital Total Revenue Capital Total
p p p p p p
Basic 0.53 29.11 29.64 0.52 38.66 39.18
The basic revenue return per Ordinary share is calculated on the net revenue on
ordinary activities after taxation of £84,000 (2004 - £84,000) and on 15,936,000
(2004 - 15,936,000) Ordinary shares, being the weighted average number of
Ordinary shares in issue during the year.
The basic capital return per Ordinary share is calculated on net capital returns
for the year of £4,640,000 (2004 - returns of
£6,161,000) and on 15,936,000 (2004 - 15,936,000) Ordinary shares, being the
weighted average number of Ordinary shares in issue during the year.
Fully diluted returns calculated on the basis set out in Financial Reporting
Standard 14 'Earning per share' ('FRS 14') indicate that the exercise of
Warrants in issue would have no dilutive effect on returns.
4. Net asset value per share
The net asset value per share and the net asset values attributable to equity
Shareholders at the year end calculated in accordance with the Articles of
Association and FRS 4 were as follows:
Net asset value Net asset values
per share attributable attributable
2005 2004 2005 2004
p p £'000 £'000
Ordinary shares:
Basic 144.90 115.76 23,092 18,448
Fully-diluted 137.63 113.21
The movements during the year of the assets attributable to the Ordinary shares
were as follows:
2005 2004
£'000 £'000
Net assets attributable at 1 May 2004 18,448 12,283
Capital return for the year 4,640 6,161
Revenue on ordinary activities after taxation 84 84
Dividend appropriated in the year (80) (80)
Net assets attributable at 30 April 2005 23,092 18,448
The basic net asset value per Ordinary share is based on net assets and on
15,936,000 (2004 - 15,936,000) Ordinary shares, being the number of Ordinary
shares in issue at the year end.
The fully-diluted net asset values per Ordinary share as at 30 April 2005 and 30
April 2004 have been calculated by reference to the total number of Ordinary
shares in issue at each year end and on the assumption that those Warrants which
are not exercised at the period end, amounting to 3,081,600 Warrants as at 30
April 2005 (30 April 2004 - 3,081,600), were fully exercised on the first day of
the financial year at 100p per share, giving a total of 19,017,600 Ordinary
shares (30 April 2004 -19,017,600).
5. The financial information for the year ended 30 April 2005 comprises
non-statutory accounts within the meaning of Section 240 of the Companies Act
1985. The financial information for the year ended 30 April 2004 has been
abridged from the published accounts that have been delivered to the Register of
Companies and on which the report of the auditors is unqualified and does not
contain a statement under Section 237 (2) or (3) of the Companies Act 1985. The
statutory accounts for 2005 will be finalised on the basis of the financial
information presented by the Directors in this preliminary announcement and will
be delivered to the Register of Companies in due course.
6. Copies of the Annual Report will be posted to all Shareholders in due course
and further copies may be obtained from the Registered Office, One Bow
Churchyard, Cheapside, London EC4M 9HH.
Aberdeen Asset Management PLC
Secretaries
22 July 2005
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