RNS Number:1454P
Amberley Group PLC
28 August 2003
FOR IMMEDIATE RELEASE 28 AUGUST 2003
AMBERLEY GROUP PLC
Preliminary Announcement
For the year ended 30 April 2003
Chairman's Statement
OVERVIEW
On 31 July 2002, High Court approval was received for a Capital Reduction which
created the necessary distributable reserves for the Group to undertake a share
buyback. On 6 September 2002 the Company purchased, by way of a tender offer,
35,937,500 of its ordinary shares at a price of 32p per share. This represented
a buyback of 60.5% of the Group's issued share capital and a return of funds to
shareholders of #11.5 million.
RESULTS
In the year ended 30 April 2003, the Group recorded a loss after tax of #73,000
(Thirteen month period ended 30 April 2002: loss of #28.7 million). The costs
incurred in the period were mainly in respect of the Head Office function and
its closure in October 2002. The loss per share in the period was 0.2p (Thirteen
month period ended 30 April 2002: 43.6p).
Net cash at 30 April 2003 was #1.1 million (April 2002: #1.4 million) with net
assets of #1.72 million (April 2002: #18.14 million). In May 2003, a further
#1.79 million of disposal consideration was received in respect of the DS Group
disposal, leaving approximately #120,000 to be collected. The Group's tangible
fixed assets, being freehold properties in Hull, continue to be marketed.
The Directors have proposed a final dividend of 10.0p per share payable on 17
October 2003 to shareholders on the register on 19 September 2003, bringing the
total dividend for the year to 20.0p (Thirteen month period ended 30 April 2002:
1.0p). The total return to shareholders during the year was #16.2 million.
THE FUTURE
Mr R J Goddard has indicated that he will resign as a director of the company
following the Annual General Meeting on 14 October 2003. The Board would like to
express its gratitude for his services during the disposal process.
Your Board will continue to collect the outstanding disposal consideration, pay
off the remaining liabilities and convert the Group's other assets into cash.
Once the assets have been realised, it is the Board's current intention that the
remaining funds will be returned to shareholders in the most cost-effective way
possible.
Roger Fletcher
Chairman
28 August 2003
For further information, please contact:
Amberley Group PLC - Alan Sime Tel: 07710 010359
Arbuthnot - Susan Brice Tel: 0121 710 4501
GROUP PROFIT AND LOSS ACCOUNT
Year ended Thirteen month period ended
30 April 2003 30 April 2002
Before
exceptional Exceptional
Total items items Total
#000 #000 #000 #000
Turnover - 49,346 - 49,346
Operating loss (260) (1,739) (678) (2,417)
Share of associated undertakings profits - 249 - 249
Loss on disposal of discontinued operations - - (25,920) (25,920)
Loss before interest (260) (1,490) (26,598) (28,088)
Interest receivable 398 139 - 139
Interest payable and similar charges (212) (490) - (490)
Loss on ordinary activities before taxation (74) (1,841) (26,598) (28,439)
Tax on loss 1 (303) - (303)
Loss on ordinary activities after taxation (73) (2,144) (26,598) (28,742)
Equity minority interests - (118)
Loss for the financial period (73) (28,860)
Dividends (4,692) (594)
Retained loss for the financial period (4,765) (29,454)
Loss per share prior to goodwill amortisation and
exceptional items (0.2p) (2.6p)
Basic and diluted loss per share (0.2p) (43.6p)
The prior period results relate, in all material respects, to discontinued
activities.
The results for the year ended 30 April 2003 represent the net losses in respect
of managing the disposal of those discontinued activities.
GROUP BALANCE SHEET
30 30
April April
2003 2002
#000 #000
Fixed assets
Tangible fixed assets 975 975
Current assets
Debtors - disposal consideration 1,921 13,778
- other debtors 218 2,996
2,139 16,774
Cash at bank and in hand 1,107 1,438
3,246 18,212
Creditors
Amounts falling due within one year (2,498) (1,049)
Net current assets 748 17,163
Net assets 1,723 18,138
Capital and reserves
Called up share capital 587 1,485
Capital redemption reserve 898 448
Share premium account - 14,638
Profit and loss account 238 1,567
Equity shareholders' funds (note 5) 1,723 18,138
GROUP CASH FLOW STATEMENT
Thirteen month
Year ended period ended
30 April 30 April
2003 2002
#000 #000
Net cash (outflow)/inflow from operating activities (note 7a) (1,205) 4,705
Dividends received from associates - 117
Returns on investments and servicing of finance (note 7b) 221 (501)
Taxation (note 7b) 1 320
Capital expenditure (note 7b) 2 (735)
Disposals (note 7b) 14,856 6,662
Equity dividends paid (2,346) (1,290)
Cash inflow before financing 11,529 9,278
Financing
Redemption of share capital (11,650) (2,353)
Repayments of borrowings - (692)
Cash outflow from finance leases and hire purchase agreements - (40)
Net cash outflow from financing (11,650) (3,085)
(Decrease)/increase in cash (121) 6,193
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
Thirteen month
Year ended period ended
30 April 30 April
2003 2002
#000 #000
(Decrease)/increase in cash (121) 6,193
Cash outflow from debt and lease financing - 732
Change in net funds resulting from cash flows (121) 6,925
Loans and lease finance disposed of with subsidiary undertakings - 2,299
Exchange movement (210) (3)
Movement in net funds/(debt) in period (331) 9,221
Net funds/(debt) at start of the period 1,438 (7,783)
Net funds at end of period (note 7c) 1,107 1,438
NOTES
1. The results are reported in accordance with applicable UK accounting standards.
2. Exceptional items
The exceptional items were as follows:
Thirteen month
Year ended period ended
30 April 30 April
2003 2002
#000 #000
Operating:
Impairment of freehold property at Bousfield - 510
Redundancy and restructuring costs at Bousfield - 168
- 678
Non operating:
Loss on disposal of business undertakings - 25,920
- 26,598
3. Dividend
The directors have recommended a final dividend of 10.0p per share (2002: 0.0p per share) making a
total dividend for the year of 20.0p per share (2002: 1.0p per share). The final dividend will be paid
on 17 October 2003 to shareholders on the register on 19 September 2003.
4. Loss per share
The weighted average number of shares in issue during the period and the diluted weighted average
number of shares was 36,162,638 (2002: 66,139,293). The basic loss per share has been calculated on
losses of #73,000 (2002: #28,860,000) and the loss per share prior to goodwill amortisation and
exceptional items has been calculated on losses of #73,000 (2002: #1,718,000). Share options do not
have a dilutive effect.
A reconciliation of the two loss per share figures is as follows:
Thirteen month
Year ended period ended
30 April 30 April
2003 2002
p p
Basic loss per share
(0.2) (43.6)
Elimination of goodwill amortisation
- 0.8
Elimination of exceptional items
- 40.2
Loss per share prior to goodwill amortisation and
exceptional items (0.2) (2.6)
5. Reconciliation of movements in equity shareholders' funds
Thirteen month
Year ended period ended
30 30 April
April
2003 2002
#000 #000
Opening equity shareholders' funds 18,138 28,456
Loss for the financial period (73) (28,860)
Dividends (4,692) (594)
Reinstatement of goodwill previously written off on acquisition of
business undertakings - 21,553
Currency translation differences on the net investment in foreign
subsidiaries - (64)
Capital redemption (including expenses) (11,650) (2,353)
Closing equity shareholders' funds 1,723 18,138
On 31 July 2002 the High Court sanctioned a capital reduction which credited the
profit and loss account with #15.086 million, being the total of the amounts
previously standing to the credit of the Company's capital redemption reserve
and the Company's share premium account. On 6 September 2002 the Company
purchased 35,937,500 of its ordinary shares for cancellation at a price of 32p
per share, giving a distribution to shareholders of #11.5 million. In accordance
with the Companies Act 1985, the equivalent of the nominal value of the shares
repurchased, being #898,000, has been transferred to the capital redemption
reserve. Transaction costs in respect of the share repurchase and cancellation
were #150,000.
6. Statement of total recognised gains and losses
Thirteen month
Year ended period ended
30 30
April April
2003 2002
#000 #000
Loss for the financial period
(73) (28,860)
Currency translation differences on the net investment in foreign
subsidiaries - (64)
Total gains and losses recognised since the last annual report (73) (28,924)
7. Notes to the group cash flow statement
Thirteen month
Year ended period ended
30 April 30 April
2003 2002
#000 #000
(a) Reconciliation of operating loss to operating cash flows
Operating loss (260) (2,417)
Goodwill amortisation - 544
Depreciation - 2,692
Profit on sale of fixed assets (2) (59)
Increase in stocks - (137)
(Increase)/decrease in debtors (64) 5,115
Decrease in creditors (879) (1,033)
Net cash (outflow)/inflow from operating activities (1,205) 4,705
(b) Analysis of cash flows
Returns on investments and servicing of finance
Interest received 241 137
Interest paid (20) (488)
Interest element of finance lease rental payments - (10)
Equity dividends paid to minority interests - (140)
Net cash inflow/(outflow) from returns on investments and servicing
of finance 221 (501)
Taxation
Taxation recovered 1 320
Net cash inflow from taxation 1 320
Capital expenditure
Payments to acquire tangible fixed assets - (1,079)
Receipts from sales of tangible fixed assets 2 344
Net cash inflow/(outflow) from capital expenditure 2 (735)
Disposals
Receipts in respect of sale of subsidiary undertakings (net of 14,856 8,109
expenses)
Net cash disposed of with subsidiary undertakings - (1,447)
Net cash inflow from acquisitions and disposals 14,856 6,662
7. Notes to the group cash flow statement (continued)
(c) Analysis of net debt
At At
1 May Cash Exchange 30 April
2002 flow movement 2003
#000 #000 #000 #000
Cash at bank and in hand 1,438 (121) (210) 1,107
8. The financial information set out above does not constitute the company's statutory accounts for the year
ended 30 April 2003 or for the thirteen month period ended 30 April 2002 but is derived from those accounts.
Statutory accounts for 2002 have been delivered to the registrar of companies, and those for 2003 will be
delivered following the company's annual general meeting. The auditors have reported on those accounts;
their reports were unqualified and did not contain statements under section 237(2) or (3) of the Companies
Act 1985.
9. This preliminary announcement was issued to the press on 29 August 2003. The statutory accounts are expected
to be posted to shareholders on 8 September 2003 and further copies will be available from Arbuthnot
Securities Limited, Temple Court, 35 Bull Street, Birmingham, B4 6ES.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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