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Probus Estates PLC (PBE)

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Friday 24 September, 2004

Probus Estates PLC

Final Results

Probus Estates PLC
24 September 2004

Probus Estates PLC
('Probus Estates' or 'the Company')

Preliminary results for the Year Ended 31 December 2003



Chairman's statement

Results

Turnover for the year was €19.9 million, a decrease of €8.2 million over 2002,
largely due to lower sales of units at Santa Ponsa.  The Group incurred an
operating loss of €44.7 million compared to an operating loss of €1.2 million in
the previous year.  The overall Group loss after tax was €54.6 million (2002:
€10.1 million), which includes impairment charges of €41.8 million and fees
under the standstill agreement with Uni-Invest Holding B.V., the Group's major
creditor, ('Uni-Invest') (the 'Standstill Agreement') of €4.0 million.

Review of events

Following the signing of the Standstill Agreement, efforts were made to sell the
major assets of the Company in order to reduce the outstanding indebtedness.  At
the same time, stringent efforts were made to reduce costs.

In April 2004, the sale of Casino de Mallorca was completed generating net
proceeds of €13.1 million, which were used to reduce the outstanding
indebtedness of the Group.

The largest component of the loss for the year was a substantial write down in
the carrying value of the Can Vinyes project in Barcelona as announced on 8
December 2003.  The land has been written down to a value of €16.5 million to
reflect the difficulties in obtaining planning permission for the development.

Financial position

The Company's shares have been suspended from trading on AIM since 24 June 2004
due to the Company's inability to issue its annual accounts within the timescale
set out in the AIM Rules.  This arose as a result of the impending expiry of the
Standstill Agreement on 30 June 2004 and the uncertainty over its renewal.  The
Standstill Agreement has not been renewed.

The Group is able to service its bank debt in the Netherlands using rental
income from its Dutch properties, and its bank debt in Spain using sale proceeds
from the retail development at Santa Ponsa, but it is not currently in a
position to repay its debt to Uni-Invest, on which it is in default.  The
Directors have had periodic discussions with Uni-Invest in order to find a way
forward which was acceptable to all parties, and a substantial payment was made
to Uni-Invest following the sale of Casino de Mallorca.

The Directors are aware that Uni-Invest is in discussions with a third party who
has expressed interest in acquiring Uni-Invest's position of debt and equity in
the Company.  The Directors welcome these discussions as, if successful, they
could lead to the Group being recapitalised and moving forward.  The Directors
are not able to predict Uni-Invest's future course of action if the transfer of
its interest does not proceed.

Despite the publishing of the annual report and accounts, the Company has not
requested that the suspension of the shares on AIM be lifted, due to the
continuing uncertainty over the Company's financial position.

Under the AIM Rules, the interim results of the Company for the six months ended
30 June 2004 are due to be released by 30 September 2004.  The Directors do not
expect to release the interim results within this timescale.

A further announcement will be made when appropriate.

Hans R Junge
Chairman and Chief Executive Officer

Group profit and loss account
for the year ended 31 December 2003

                                Year ended   Year ended   Year       Year ended   Year ended
                                31 December  31 December  ended      31 December  31 December  Year ended
                                2003         2003         31         2002         2002         31
                                Before       Exceptional  December   Before       Exceptional  December
                                exceptional  Items        2003       Exceptional  Items        2002
                                items                     Total      Items                     Total
                       Notes    €000         €000         €000       €000         €000         €000

Turnover

Continuing operations           19,915       -            19,915     24,500       -            24,500

Discontinued                    -            -            -          3,567        -            3,567
operations

                                19,915       -            19,915     28,067       -            28,067



Cost of sales                   (15,949)     (35,236)     (51,185)   (24,453)     -            (24,453)

Gross profit/(loss)             3,966        (35,236)     (31,270)   3,614        -            3,614

Administrative                  (2,895)      (10,577)     (13,472)   (3,438)      (1,370)      (4,808)
expenses



Operating profit/
(loss)

Continuing operations           1,071        (45,813)     (44,742)   2,249        (1,370)      879

Discontinued                    -            -            -          (2,073)      -            (2,073)
operations

                                1,071        (45,813)     (44,742)   176          (1,370)      (1,194)

Costs of termination            -            -            -          (807)        -            (807)
of discontinued
operations

Loss on disposal of             -            -            -          (144)        -            (144)
fixed assets
(discontinued
operations)

Profit/(loss) on                1,071        (45,813)     (44,742)   (775)        (1,370)      (2,145)
ordinary activities
before interest

Interest receivable             31           -            31         29           -            29

Interest payable                (7,799)      -            (7,799)    (7,753)      -            (7,753)

Loss on ordinary                (6,697)      (45,813)     (52,510)   (8,499)      (1,370)      (9,869)
activities before
taxation

Taxation                        (2,120)      -            (2,120)    (200)        -            (200)

Loss for the year               (8,817)      (45,813)     (54,630)   (8,699)      (1,370)      (10,069)

Loss per share, basic     2     -            -            (9.7c)     -            -            (2.1c)
and diluted




Group balance sheet

as at 31 December 2003

                                                                                31 December 31 December
                                                                                2003        2002
                                                                                €000        €000

Fixed assets

Intangible assets

 Goodwill                                                                       8,029       9,779

Tangible assets

 Investment properties                                                          30,445      34,762

 Freehold land and buildings                                                    24,192      24,630

 Plant and equipment                                                            4,098       4,574
                                                                                66,764      73,745

Current assets

Stock                                                                           87          141

Development properties                                                          3,819       7,454

Development land                                                                16,501      51,689

Debtors                                                                         2,151       2,527

Cash at bank and in hand                                                        831         912

                                                                                23,389      62,723

Creditors - amounts falling due within one year                                 (73,943)    (63,614)

Net current liabilities                                                         (50,554)    (891)

Total assets less current liabilities                                           16,210      72,854

Creditors - amounts falling due after more than one year

Convertible loan notes                                                          (11,850)    (11,850)

Other creditors                                                                 (26,623)    (29,398)

                                                                                (38,473)    (41,248)

Net (liabilities)/assets                                                        (22,263)    31,606



Capital and reserves

Called up share capital                                                         65,502      64,692

Share premium account                                                           34,118      34,085

Revaluation reserve                                                             -           315

Profit and loss account                                                         (121,883)   (67,486)

Equity shareholders' (deficit)/funds                                            (22,263)    31,606






Company balance sheet

as at 31 December 2003

                                                                                31 December 31 December
                                                                                2003        2002
                                                                                €000        €000

Fixed assets

Tangible assets

 Plant and equipment                                                            -           1

                                                                                -           1

Investments in subsidiary undertakings                                          21,421      55,758

                                                                                21,421      55,759

Current assets

Debtors                                                                         21,475      40,360

Cash at bank and in hand                                                        1           61

                                                                                21,476      40,421

Creditors - amounts falling due within one year                                 (57,369)    (48,061)

Net current liabilities                                                         (35,893)    (7,640)



Total assets less current liabilities                                           (14,472)    48,119

Creditors - amounts falling due after more than one year

Convertible loan notes                                                          (11,850)    (11,850)

Net (liabilities)/assets                                                        (26,322)    36,269



Capital and reserves

Called up share capital                                                         65,502      64,692

Share premium account                                                           34,118      34,085

Profit and loss account                                                         (125,942)   (62,508)

Equity shareholders' (deficit)/funds                                            (26,322)    36,269






Other Group primary statements

for the year ended 31 December 2003

Group statement of total recognised gains and losses

                                                                                Year ended  Year ended
                                                                                31 December 31 December
                                                                                2003        2002
                                                                                €000        €000

Loss for the year                                                               (54,630)    (10,069)

Deficit arising on revaluation of investment properties                         (315)       -

Currency translation differences                                                233         77

Total recognised gains and losses relating to the financial year                (54,712)    (9,992)




Group reconciliation of movements in shareholders' funds

                                                                                Year ended  Year ended
                                                                                31 December 31 December
                                                                                2003        2002
                                                                                €000        €000

Loss for the year                                                               (54,630)    (10,069)

Currency translation differences                                                233         77

Deficit arising on revaluation of investment properties                         (315)       -

Increase in share capital                                                       810         1,070

Premium arising on issue of shares                                              33          1,063

Net reduction in shareholders' funds                                            (53,869)    (7,859)

Opening equity shareholders' funds                                              31,606      39,465

Closing equity shareholders' (deficit)/funds                                    (22,263)    31,606




Group cash flow statement

for the year ended 31 December 2003

                                                                                31 December 31 December
                                                                                2003        2002
                                                                                €000        €000

Net cash inflow from operating activities                                       8,548       2,806



Returns on investments and servicing of finance

Interest received                                                               31          29

Interest paid                                                                   (7,799)     (6,003)

Net cash outflow from returns on investments                                    (7,768)     (5,974)

and servicing of finance

Taxation

Corporation tax paid                                                            (20)        -



Capital expenditure

Proceeds from sale of tangible fixed assets                                     108         -

Purchase of other land and buildings                                            -           (159)

Purchase of other tangible fixed assets                                         (168)       (1,448)

Net cash outflow from capital expenditure                                       (60)        (1,607)

Cash inflow/ (outflow) before financing                                         700         (4,775)



Financing

Issue of ordinary share capital                                                 843         2,133

Loans (repaid)/advanced                                                         (2,314)     535

Net cash (outflow)/inflow from financing                                        (1,471)     2,668

Decrease in cash in the year                                                    (771)       (2,107)




Notes



 1. The financial information set out above does not constitute the Group's
    statutory accounts for the years ended 31 December 2003 or 31 December 2002,
    but is derived from those accounts.  Statutory accounts for the year ended
    31 December 2002 have been delivered to the Registrar of Companies, with an
    unqualified auditor's report.  The 2003 statutory accounts will be delivered
    to the Registrar of Companies following the Company's annual general
    meeting.  The auditor's report on the 2003 accounts was unqualified, but did
    refer to a fundamental uncertainty as to the ability of the company to
    continue in existence and as to the possible sale of the debt and equity
    interests in the Company.  The wording extracted from the auditor's report
    is as follows:



'Going concern



In forming our opinion, we have considered the adequacy of the disclosures made
in note 1 of the financial statements concerning the fundamental uncertainty
over the ability of the company and Group to continue in existence which is
dependent upon the continued availability of existing financing and further
financing becoming available, either from the existing major creditor, which is
also a shareholder in the Company, or from the purchase of its debt and equity
interests in the Company, the possible sale of which is currently under
discussion. In view of the significance of this uncertainty, we consider that
this should be brought to your attention but our opinion is not qualified in
this respect.'



 2. Loss per share



Loss per share of 9.7 cents (2002: loss per share of 2.1 cents) has been
calculated on the basis of a weighted average number of ordinary shares in issue
during the year ended 31 December 2003 of 564,286,566 (2002: 460, 906,106) and
the loss after taxation of €54,630,000 for the year (2002: loss €10,069.000).



 3. Dividend



The Directors do not recommend the payment of a dividend.



 4. Copies of the annual report and accounts will be available for one month from
    today from the registered office of the Company at Fifth Floor, 17 Hanover
    Square, London W1S 1HU.



                      This information is provided by RNS
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