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Johnston Group PLC (JHT)

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Tuesday 28 September, 2004

Johnston Group PLC

Interim Results

Johnston Group PLC
28 September 2004

Embargoed until: 08.00 28 September 2004

                               Johnston Group PLC

            Johnston House, Hatchlands Road, Redhill, Surrey RH1 1BG
                    Telephone: 01737 242466 Fax: 01737 221082

Interim Results 2004

Chairman's Statement

Recommended offer

As shareholders will be aware it was announced on 24th August 2004 that
agreement had been reached on the terms of a recommended cash offer to be made
by Cazenove & Co. Ltd on behalf of Anglo American plc for the entire issued and
to be issued ordinary share capital of Johnston Group PLC ('Johnston') not
already owned by Anglo American plc (the 'Ordinary Offer'). The Ordinary Offer
is 491 pence in cash for each Johnston ordinary share. At the same time, it was
announced that it was intended that Cazenove & Co. Ltd would, on behalf of 
Anglo American plc, make an offer for the entire issued preference share 
capital of Johnston (the 'Preference Share Offer'). The offer document was 
posted to shareholders on 7th September 2004. The first closing date of the 
offers is 28th September, but Anglo American plc has undertaken to extend the 
Ordinary Offer for a minimum period of 21 days unless at or prior to such time 
Anglo American plc validly invokes certain specified conditions causing the 
Ordinary Offer to lapse.

Anglo American plc has received irrevocable undertakings to accept or cause
acceptance of the Ordinary Offer before 3.00pm on 19th October 2004 from 
members of the Johnston family and certain related trusts controlling in 
aggregate approximately 50.1% of the issued ordinary share capital of Johnston 
provided that before such time the Ordinary Offer is wholly unconditional (other
than as to acceptances).

It is against the background of the above offers from Anglo American plc that
Johnston is announcing its interim results.


As outlined in the Trading Update issued on 22nd July 2004, tough trading
conditions have affected both operating divisions and, as a result, profit
before tax for the six months ended 30th June 2004 was £0.3 million (2003 - £2.1
million) on turnover of £76.9 million (2003 - £70.8 million).

Measures taken to cut costs have contributed to £0.5 million of employee
severance payments incurred in the first half.

The directors have not declared an interim dividend for the period.


The engineering division has had a difficult first half and has remained in an
overall loss position. In the UK, Johnston Sweepers Limited although profitable
has been affected by a downturn in the UK chassis-mounted sweeper market. A cost
reduction programme is underway which will achieve significant annualised

Johnston Beam, the branch operation in Denmark, produced improved results
benefiting from a good opening order book.

The Group's operations in North America are still loss making. Market conditions
in both the USA and Canada remain difficult and the weak US dollar is affecting
margins. The operational restructuring has continued and vacuum sweeper assembly
is now undertaken in Canada.

The specialist vehicle companies have produced mixed results. MacDonald Johnston
Engineering in Australia has had a profitable first half on the back of a good
order book. Saxon Specialist Vehicles continues to suffer from the extremely
difficult market conditions and is incurring substantial losses. Employee
numbers have been reduced accordingly.

Construction materials

The construction materials operations have all encountered difficult trading

Johnston Roadstone performed well considering the tough market place.

The concrete division of Johnston Pipes has maintained market share, but prices
and margins have fallen.

The GRP division has suffered from a weak order intake and has incurred losses.


Market conditions are expected to remain difficult this year. The cost reduction
plans currently underway will produce savings in future years. The Board of
Johnston has been informed that in the event of the Ordinary Offer being
declared unconditional in all respects, Anglo American plc intends to procure
the making of an application by Johnston for the cancellation of the listing and
admission to trading of the Johnston ordinary shares and preference shares. This
will significantly reduce the liquidity and marketability of Johnston ordinary
shares and preference shares not assented to under the Ordinary Offer or the
Preference Share Offer, respectively.

The Directors of Johnston have agreed, subject always to their fiduciary duties
to Johnston, to resign from the Board of Johnston following the Ordinary Offer
becoming unconditional in all respects.

I wish to thank Johnston employees for their continued efforts and commitment to
the business during this period of uncertainty.

Johnston House
Hatchlands Road
Redhill Surrey

28th September 2004

Chris Woodwark

For further information:

Kash Pandya, Group Chief Executive                       Lulu Bridges
David Hamilton, Group Finance Director               Justin Griffiths
Johnston Group PLC                           Tavistock Communications
Tel: 01737 242 466                                 Tel: 020 7920 3150

Group Profit and Loss Account

                                          Unaudited                     Audited
                               Six months to    Six months to        Year ended
                                   30th June        30th June     31st December
                                        2004             2003              2003
                                        £000             £000              £000


Continuing Operations                 76,916           70,774           150,757
Profit on ordinary activities 
  before interest                        635            2,313               586

Interest receivable                       24               50               132
Interest payable and similar 
  charges                               (340)            (267)             (588)
Net interest and similar
  items                                 (316)            (217)             (456)

Profit on ordinary activities
  before taxation                        319            2,096               130
Taxation                                (429)            (828)           (1,515)

(Loss)/profit on ordinary 
  activities after taxation             (110)           1,268            (1,385)
Minority interest - equity              (494)            (563)           (1,059)

(Loss)/profit attributable to
  shareholders                          (604)             705            (2,444)
Preference                               (50)             (50)             (100)
Ordinary                                   -             (569)             (894)

(Loss)/retained profit                  (654)              86            (3,438)

Dividends per ordinary 
  share                                    -             5.25p             8.25p

(Loss)/earnings per ordinary share
Basic                                  (6.03)p           6.05p           (23.49)p
Diluted                                (6.03)p           6.05p           (23.49)p

Group Balance Sheet

                                           Unaudited                    Audited
                                30th June to     30th June to     31st December
                                        2004             2003              2003
                                        £000             £000              £000

Intangible fixed assets                  170            2,464               170

Tangible fixed assets                 33,497           30,004            33,422
                                      33,667           32,468            33,592

Current assets                        61,512           65,171            64,628

Creditors due within one year        (35,029)         (34,861)          (35,359)

Net current assets                    26,483           30,310            29,269

Total assets less current
  liabilities                         60,150           62,778            62,861

Creditors due after one year          (9,634)          (7,235)          (11,239)
Provisions for liabilities and            
  charges                             (2,379)          (2.230)           (2,370)

                                      48,137           53,313            49,252

Capital and reserves                  46,485           51,524            47,653
Minority equity interest               1,652            1,789             1,599
                                      48,137           53,313            49,252

Group Cash Flow Statement

                                           Unaudited                    Audited
                                  Six months       Six months        Year ended
                                   30th June        30th June     31st December
                                        2004             2003              2003
                                        £000             £000              £000

Cash flow from operating
  activities                           1,940            2,021             4,802

Returns on investment and
  servicing of finance                  (730)            (694)           (1,670)
Taxation                                (508)            (549)           (1,564)
Capital expenditure                   (2,700)          (2,241)           (6,951)

Acquisitions                               -              (93)              (87)
Equity dividends paid                      -                -            (1,489)

Cash outflow before 
  financing                           (1,998)          (1,556)           (6,959)
Financing                                563               72             4,641

Decrease in cash for the  
  period                              (1,435)          (1,484)           (2,318)

Segmental Analysis by Activity

                                           Unaudited                    Audited
                               Six months to    Six months to        Year ended
                                   30th June        30th June     31st December
                                        2004             2003              2003
                                        £000             £000              £000
Engineering                           59,525           51,293           113,140
Construction materials                17,391           19,481            37,617

                                      76,916           70,774           150,757
  from continuing

Engineering                             (715)            (291)           (4,407)
Construction materials                 1,998            3,096             5,872

                                       1,283            2,805             1,465
Central                                 (648)            (492)             (879)
                                         635            2,313               586

The above financial information does not constitute full accounts for the year
ended 31st December 2003. The interim financial information has been prepared
using the same accounting policies as were used in the Group's 2003 statutory
accounts. Statutory accounts for 2003 which received an unqualified auditor's
report have been delivered to the Registrar of Companies.

This report has been sent to shareholders and is available from the company's
registered office.

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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