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Rensburg plc (RBG)

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Tuesday 15 February, 2005

Rensburg plc

Final Results

Rensburg plc
15 February 2005

                                                                15 February 2005



                                 Rensburg plc
                         ('Rensburg' or 'the Company')
            Preliminary Results for the Year Ended 30 November 2004

Rensburg, the Investment Management Group -

Key Points:

  • Profit before tax, goodwill amortisation and exceptional items of £8.8m
    (2003: £6.8m) - an increase of 29%

  • Basic earnings per share before goodwill amortisation and exceptional
    items of  27.9p (2003: 22.6p) - an increase of 23%

  • Total dividend unchanged at 18.0p per share

  • Fee and other recurring income at £24.4m (2003: £20.6m) - an increase of
    18%

  • Group funds under management at £4.18bn (2003: £3.81bn) - an increase of
    10%


Mike Burns, Chief Executive of Rensburg, commented:

'The current year has started well and we are pleased with the performance of
all our offices.  Our strategy to capitalise on the opportunities to develop as
an investment management business remains unchanged.'

For further information, please contact:

gcg hudson sandler                                      Tel:  020 7796 4133
Nick Lyon/Wendy Baker



CHAIRMAN'S STATEMENT

Financial Results and Dividend  2004 saw a continuation of the improvement in
investor confidence experienced in the latter half of 2003; with no political or
economic shocks to upset the equilibrium, equity markets rose steadily and this
has helped the Group to increase underlying earnings per share by 23%.  Against
underlying basic earnings of 27.9 pence (pre-goodwill), the Directors are
recommending a final dividend of 12p (2003: 12p) which, taken with the interim
dividend of 6p (2003: 6p), produces an unchanged total dividend for the year of
18p per share.  These financial results are covered in detail in the Chief
Executive's review and in the main body of this report.

Name change  I would like to recognise that this is our first year end under the
name Rensburg; we believe that the concentration of all of the Group's
activities under a single name has helped to provide clarity and consistency to
both shareholders and clients.

Proposed acquisition and subsequent approach  On 10 December 2004, the Company
announced that, subject, inter alia, to approval by its shareholders, agreement
had been reached for the Company to acquire the entire share capital of Carr
Sheppards Crosthwaite Limited, a private client stockbroking and investment
management company based in the southern half of the UK.  Due to the size of
this transaction, under the UK Listing Rules trading in the Company's shares is
required to remain suspended until a circular, containing Listing Particulars,
is posted to shareholders, or if either party decides to withdraw.  On 14
January 2005, shareholders were informed of a pre-conditional possible offer
proposal made to the Board by Rathbone Brothers Plc.  Discussions with both of
these parties are continuing and further announcements relating to these events
will be made in due course.

Shareholding in London Stock Exchange plc  Following increases in the share
price of London Stock Exchange plc, since 30 November 2004 the Company has sold
a total of 662,857 of its shares in London Stock Exchange plc at an average
price of 472 pence per share; Rensburg continues to hold an investment of
100,000 shares in this company.

Board and Employees  Despite the modest recovery experienced, the operating
environment has remained competitive; hence, I would very much like to take this
opportunity to thank the directors and employees for all their skill and hard
work in achieving these results.

Outlook  It is pleasing to see that the rise in the markets experienced over the
last quarter of our financial year has continued.  As a result of this, our own
expectations of revenues, particularly from fee-based clients, continue to rise
and we expect to benefit significantly from the operational leverage inherent in
our business to the equity market.  Whilst recognising the challenges that lie
ahead, the Board remains confident that we possess the personnel and financial
resources to continue to develop this business.

C.G. Clarke
14 February 2005



CHIEF EXECUTIVE'S REVIEW OF OPERATIONS

I am pleased to report that Group turnover increased  by 11% to £36.9 million;
if the contribution during 2003 from the discontinued administration division is
excluded, the underlying growth in turnover was 15% and within this amount, fee
and other recurring income increased by 18% to £24.4 million.   The increased
fee and other recurring income covered 82% of the Group's total operating
expenses (2003: 78%).

Profit before tax increased by 29% to £8.8 million (2003: £6.8 million) and
basic earnings per share increased by 23% to 27.9p (2003: 22.6p); these figures
are prior to goodwill amortisation and exceptional income.

The recovery in the equity markets helped increase total Group funds under
management by 10% to £4.18 billion (2003: £3.81 billion); more importantly,
within these figures, total fee-paying funds under management increased by 20%
to £2.62 billion (2003: £2.19 billion).

This year saw the start of significant enhancements to the running of our
business.  We used the name change to improve the clarity of the offering to our
clients and we also made changes to our charging structure.  Several IT
improvements have been made to strengthen the working practices within the
Group, which will improve services to our clients.  The first major phase of
updating our database was also completed. We owe a debt of gratitude to all of
the employees across the Group for their dedication and the extra effort
required achieving all our targets.  I am proud to be involved with such a
workforce.

There is currently considerable interest in the possibility of a bid for London
Stock Exchange plc.  As an interested party on behalf of our clients, we are
watching the situation closely. We would expect any proposed merger to be
assessed on its ability to demonstrate that improved technology will increase
the liquidity within the market in order that our clients' business can be
completed even more quickly with closer spreads on quoted prices, together with
reduced clearing and settlement costs.

Rensburg Investment Management - Fee paying clients' funds increased by 17% to
£2.09 billion (2003: £1.78 billion).  Other managed funds declined to £1.56
billion (2003: £1.62 billion) reflecting the conversion of clients onto a
fee-paying basis, together with the continued review of those clients that do
not reward us fairly for our services.  In time for the tax gathering season,
Rensburg Aim VCT, one of the two venture capital trusts we manage, has recently
issued a prospectus to raise up to an additional £8 million.

The established team of three institutional sales traders, who joined us in
February 2004, have continued to settle in well in our London office.

The benefits of developments in our IT platforms previously referred to have
started to be delivered during this year.  As a result of our investment, we
have an IT infrastructure that is not only more robust and adaptable to meet the
rapidly changing environment in which we operate, but is flexible to meet both
organic and acquisitional growth.  Throughout the year, we have also continued
to test and develop our new client support system and we are both encouraged and
excited by the prospect of putting this into a live environment in order that we
further improve service delivery to our clients.

Reference has previously been made to the Group's position concerning split
capital investment trusts ('splits') and to the review into these being
undertaken by the UK's financial regulator, the Financial Services Authority ('
FSA').  The FSA announced on 24 December 2004 that they had reached settlement
regarding compensation for holders of certain splits.  No company within the
Rensburg Group was a contributor to this settlement nor has any such company
ever been notified by the FSA that the FSA are investigating their conduct as
part of the splits review.  The Group therefore remains satisfied that no
material provision for splits is currently required, nor is likely to be so in
the foreseeable future.

Rensburg Fund Management  - Over the year net sales of £34 million were
achieved; this, together with consistent investment performance and the
continued market recovery, produced a 24% increase in unit trust based funds
under management to £505 million (2003: £406 million).  During the second half
of the year, the Company successfully took on the management of its first
segregated mandate; at the year end £27 million was being managed by the
investment team under this mandate.

M. H. Burns
14 February 2005



Consolidated profit and loss account
for the year ended 30 November 2004
                                                                              2004                  2003
                                                                         12 months             12 months
                                                                             ended                 ended
                                                                            30 Nov                30 Nov
                                                             Note           £'000                 £'000

Turnover

Continuing operations                                                      36,936                32,005

Discontinued operations                                                         -                 1,245
                                                                          _______               _______

                                                                           36,936                33,250

Operating expenses                                                        (29,866)              (27,555)

Goodwill amortisation                                                        (868)                 (917)

Total administrative expenses                                             (30,734)              (28,472)
                                                                          _______               _______
Operating profit

Continuing operations                                                       6,202                 4,669

Discontinued operations                                                         -                   109
                                                                           _______              _______

                                                                            6,202                 4,778

Profit on disposal of subsidiaries                                              -                10,472

Profit on disposal of fixed asset  investments                                  -                   390
                                                                           _______              _______

Profit on ordinary activities before interest and                           6,202                15,640
investment income

Income from fixed asset investments - exceptional              1              490                     -

Net interest receivable                                                     1,752                 1,150
                                                                           _______              _______

Profit on ordinary activities before taxation                               8,444                16,790

Tax on profit on ordinary activities                            2          (2,725)               (1,928)
                                                                           _______              _______

Profit on ordinary activities after taxation                                5,719                14,862


Dividends                                                       3          (3,943)               (3,933)
                                                                           _______              _______

Retained profit for the financial year                                      1,776                10,929

                                                                           _______              _______


Earnings per share before goodwill amortisation and             4
exceptional items

     -Basic                                                                  27.9p                 22.6p

     -Diluted                                                                27.3p                 22.1p

Earnings per share

     -Basic                                                                  26.1p                 68.2p

     -Diluted                                                                25.6p                 66.8p



Consolidated statement of total recognised gains and losses

                                                             Note             2004                  2003
                                                                             £'000                 £'000

Profit for the financial year                                                5,719                14,862
                                                                                                 _______
Prior year adjustment                                            5          (1,318)
                                                                            _______

Total gains recognised since last annual                                     4,401
Report                                                                      _______






Consolidated balance sheet
at 30 November 2004
                                                                             2004                  2003
                                                                            £'000                 £'000
Fixed assets

Intangible assets                                                          13,000                14,555

Tangible assets                                                             4,132                 3,267

Investments                                                                   500                   500
                                                                          _______               _______

                                                                           17,632                18,322
                                                                          _______               _______

Current assets

Debtors                                                                    26,226                23,662

Cash at bank and in hand                                                   40,618                35,420
                                                                          _______               _______

                                                                           66,844                59,082
Creditors

Amounts falling due within one year                                       (40,389)              (32,108)
                                                                          _______               _______


Net current assets                                                         26,455                26,974

                                                                          _______               _______


Total assets less current liabilities                                      44,087                45,296


Creditors

Amounts falling due after more than one year                                 (232)               (3,340)

Provisions for liabilities and charges                                       (206)                  (92)

                                                                          _______               _______


Net assets                                                                 43,649                41,864

                                                                          _______               _______
Capital and reserves


Called up share capital                                                     2,209                 2,208

Share premium account                                                       9,252                 9,244

Capital redemption reserve                                                    100                   100

Other reserves                                                              6,086                 6,086

Profit and loss account                                                    26,002                24,226
                                                                          _______               _______

Equity shareholders' funds                                                 43,649                41,864
                                                                           _______               _______






Consolidated cash flow statement
for the year ended 30 November 2004
                                                                             2004                  2003

                                                           Note             £'000                 £'000



Net cash inflow from operating activities                    a              11,850                6,813


Returns on investment and servicing of finance


Interest received                                                           1,565                 1,240

Interest paid                                                                 (69)                 (313)

Income from fixed asset investments - exceptional            1                490                     -

Taxation paid                                                              (2,513)               (2,022)


Capital expenditure and financial investment


Purchase of tangible fixed assets                                          (1,354)                 (817)

Proceeds from sale of tangible fixed assets                                     -                 1,432

Proceeds from sale of fixed asset investments                                   -                   390

Acquisitions and disposals


Proceeds from sale of subsidiary undertakings                                   -                 18,469

Costs associated with disposal                                                  -                  (704)

Cash disposed of with subsidiary undertakings                                   -                (1,704)

Equity dividends paid                                                      (3,936)               (3,920)

                                                                          _______               _______


Cash inflow before financing                                                6,033                18,864


Financing


Issue of ordinary share capital                                                 9                    10

Decrease in debt                                                                -                (4,000)

Redemption of loan notes                                                     (844)               (1,072)
                                                                          _______               _______



Increase in cash in the year                                 b              5,198                13,802

                                                                          _______               _______




Notes to the consolidated cash flow statement



a. Reconciliation of operating profit to operating cash flows

                                                                          2004                   2003
                                                                         £'000                  £'000

Operating profit                                                         6,202                  4,778

Amortisation of goodwill                                                   868                    917

Depreciation                                                               489                    462

Profit on disposal of tangible fixed assets                                  -                    (47)

(Increase)/decrease in debtors                                          (2,356)                 2,157

Increase/(decrease) in creditors and provisions                          6,647                 (1,454)
                                                                       _______                _______

Net cash inflow from operating activities                               11,850                  6,813
                                                                       _______                _______

Net cash inflow from operating activities comprises:

Continuing operations                                                   11,850                  6,956

Discontinued operations                                                     -                   (143)
                                                                        _______                _______

                                                                        11,850                  6,813
                                                                        _______                _______




b. Analysis and reconciliation of net funds


                                         At 1 Dec            Cash             Other         At 30 Nov
                                             2003            Flow           Changes              2004
                                            £'000           £'000             £'000             £'000

Cash and deposits                          35,420           5,198                 -            40,618

Debt due after one year                      (982)              -               750              (232)

Debt due within one year                     (844)            844              (750)             (750)
                                          _______         _______           _______           _______

Net Funds                                  33,594           6,042                 -            39,636
                                          _______         _______           _______           _______


                                                                               2004              2003
                                                                              £'000             £'000

Increase in cash                                                              5,198             13,802

Repayment of debt                                                               844             5,072

Issue of loan notes                                                               -            (2,482)
                                                                            _______           _______

Movement in net funds in the year                                             6,042            16,392

Net funds brought forward                                                    33,594            17,202
                                                                            _______           _______

Net funds at 30 November                                                     39,636            33,594
                                                                            _______           _______


NOTES

1. Income from fixed asset investments - exceptional

Exceptional income from fixed asset investments represents a special dividend of
55 pence per share paid by London Stock Exchange plc on 16 August 2004 in
respect of the 890,000 shares in London Stock Exchange plc held by the Company
at that date.  The dividend was accompanied by a share consolidation of six new
shares in London Stock Exchange plc for every seven existing shares held.  The
Company's holding therefore stood at 762,857 shares immediately following this
consolidation.  As explained in note 6 below, 662,857 of these shares were sold
after 30 November 2004.

2. Corporation tax

Corporation tax at 30% (2003: 30%)

3. Dividends


                                                                                    2004             2003
                                                                                   £'000            £'000

Interim paid of 6.0p per share (2003: 6.0p)                                        1,314            1,311

Final proposed of 12.0p per share (2003: 12.0p)                                    2,629            2,622
                                                                                  _______          _______
---
                                                                                   3,943            3,933
                                                                                  _______          _______



The Directors are recommending a final dividend of 12.0p per share (2003:
12.0p), which together with the interim dividend of  6.0p per share (2003: 6.0p)
makes a total dividend for the year of 18.0p per share (2003: 18.0p).  The
proposed dividend, to be paid on 8 April 2005 to shareholders who are on the
register at the close of business on 18 March 2005, is calculated on 21,908,901
ordinary shares.  This excludes 180,250 ordinary shares held by the Employee
Share Ownership Trust for which all dividends have been waived.

4. Earnings per share

Basic earnings per share before goodwill amortisation and exceptional items is
calculated with reference to earnings for shareholders of £6,097,000 (2003:
£4,917,000) and the weighted average number of shares in issue during the year
of 21,876,641 (2003: 21,796,791).  Basic earnings per share is calculated with
reference to earnings for shareholders of £5,719,000 (2003: £14,862,000).

Diluted earnings per share is the basic earnings per share, adjusted for the
effect of the conversion into fully paid shares of the weighted average number
of all employee share options outstanding during the year.  The number of
additional shares used for the diluted calculation is 495,756 shares (2003:
438,568).

5. Prior year adjustment

The prior year adjustment relates to the implementation of UITF Abstracts 17
(Revised 2003) and 38, which are effective for the first time this year. UITF
Abstract 17 (Revised 2003) changes the measurement and timing of the charge to
the profit and loss account in respect of share options previously awarded under
the Company's Employee Share Ownership Plan ('the Plan').  UITF Abstract 38
changes the recognition of the Company's holding of shares in Rensburg plc that
were previously acquired by the Employee Share Ownership Trust ('the Trust') to
satisfy the award of options under the Plan.

UITF Abstract 17 (Revised 2003) requires that an amount be charged to the profit
and loss account in respect of options awarded that is based on the Company's
share price at the date the options are granted.  The amount that has previously
be charged to the profit and loss account, which was based on the UITF Abstract
that was applicable at the time, was based on the share price at the time the
shares were acquired by the Trust.  The difference between the share price at
the date of grant and the date of acquisition by the Trust amounts to
£1,318,000.  This amount has been recognised during the year in the Statement of
Total Recognised Gains and Losses and relates to the years ending 30 November
1998, 1999 and 2001.  The prior year adjustment also includes a credit to the
profit and loss reserve during the same years of an equal amount, such that
there is no net overall effect on the profit and loss reserve at 30 November
2003 or 30 November 2004 as a result of the adoption of the requirements of this
UITF Abstract.

UITF Abstract 38 requires that the shares in Rensburg plc held by the Trust are
recognised as a deduction from shareholders' funds.  Previously, these shares
had been recognised within fixed asset investments, in accordance with the UITF
Abstract that was applicable at the time.  At 30 November 2004, the Trust held
180,250 shares in Rensburg plc.  The consideration of £330,000 that was paid at
the time the 180,250 shares were acquired by the Trust has been deducted in
arriving at shareholders' funds.  An equal and opposite adjustment has also been
made to shareholders' funds to reinstate the amount that has previously been
written off to the profit and loss account in respect of these shares.   The net
effect of these adjustments is nil and hence there is no overall effect on the
value of shareholders' funds at 30 November 2003 or 30 November 2004.

6. Post balance sheet events

On 10 December 2004, the Company announced that agreement had been reached for
the Company to acquire the entire share capital of Carr Sheppards Crosthwaite
Limited ('CSCL'), a wholly owned subsidiary of Investec plc.  CSCL is a private
client stockbroking and investment management company with offices in London,
Farnham, Reigate and Cheltenham.  The proposed transaction is subject, inter
alia, to approval by the shareholders of the Company and to certain regulatory
approvals.  On 14 January 2005, shareholders were informed of a pre-conditional
possible offer proposal made to the Board by Rathbone Brothers Plc.  Discussions
with both of these parties are continuing.

As set out in note 1 above, the Company held 762,857 shares in London Stock
Exchange plc at 30 November 2004.  On 1 December 2004 the Company sold 400,000
of these shares and sold a further 262,857 shares on 30 December 2004. These
disposals gave rise to a taxable gain of £3,129,000.  The amount of tax payable
is expected to be £939,000.

Basis of preparation

The financial information in this press release does not constitute statutory
accounts within the meaning of section 240 of the Companies Act 1985, but is
derived from the accounts.  Statutory accounts for 2003 have been delivered to
the Register of Companies, and those for 2004 will be delivered following the
Company's Annual General Meeting.  The independent auditor has reported on the
accounts for both 2003 and 2004; its reports were unqualified and did not
contain statements under section 237 (2) or (3) of the Companies Act 1985.

Full Accounts

The full accounts will be posted to shareholders on 23 February 2005 and will be
available at the Company's registered office from this date, and on the Group's
website at www.rensburg.co.uk.


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