ESR Ensor Hldgs

12 December 2016

ENSOR HOLDINGS PLC

Interim Results

Chairman’s Statement

The Ensor Group is very different when compared with this time last year. Our balance sheet now consists of two trading businesses, Ellard and Wood’s, a land holding in Brackley, Northamptonshire and a little over £10m in cash. One thing, however, remains the same, we continue to trade successfully and profitably.

In September this year, I reported interim results to the end of July and updated you with progress on our process to sell the Group. I am pleased to now let you know that trading at both Ellard and Wood’s, our two remaining businesses, continues to be ahead of last year, with combined sales of £6.7m (2015: £5.9m). Margins, however, are being challenged, particularly by exchange rates, affected by a weaker pound. Our measures to recover margins are well advanced, so we are optimistic about the second half.

As I have consistently reported, we are engaged in a process to liquidate all our assets and return the cash to shareholders. In September this year, it had been our intention to make an interim distribution of cash already realised, via a tender offer. The documents were prepared but, ultimately, we decided not to proceed as we were not able to gain sufficient assurances around the tax treatment for the benefit of shareholders as a whole.

At the end of November, we announced that we intend to de-list from the AIM market. This would ordinarily be the natural conclusion to our well-recorded and publicised strategic review and formal sale process. A de-listing now, however, fits well with our intention to return cash to the shareholders as soon as possible after the final asset disposals are completed. The de-listing will improve our flexibility to complete the realisation process and reduce delay.

We currently have an offer for Ellard which is at an advanced stage of negotiations. Without de-listing, the sale of this subsidiary would need a simple majority of shareholders at a general meeting to approve it. The de-listing will allow us to complete the sale more quickly and help speed up the return of cash to shareholders.

Included in our announcement to de-list, we also let you know that an offer has been received from the Harrison family for Wood’s. Although Wood’s continues to be marketed, the Board regards this offer as a good back-up to complete the business sales following the disposal of Ellard. If accepted, better offers not having been received, then the Board will obtain independent opinion to support their acceptance of the offer.

I am pleased to note that, with the exception of recession-hit 2009, Ensor has been able to continuously pay dividends to shareholders. Over the last five years, there has been average annual dividend growth of 34%, reflecting the progress made year on year. In line with this record, and reflecting trading results from a smaller Group, I can report that we are proposing to pay an interim dividend of 0.60p (2015: 0.75p) per share. The interim dividend will be payable on 27 January 2017 to shareholders on the register on 30 December 2016. The ex-dividend date will be 29 December 2016.

The sale of the Group has taken longer than many might have expected, but we have taken care at all stages in an attempt to do the best for all of our stakeholders. I would like to thank all our employees, past and present, for their hard work and success, which has been greatly appreciated, our customers and suppliers without whom we would not have a business and our shareholders for their patience during this process

K A Harrison TD
Chairman
12 December 2016

Consolidated Income Statement
for the six months ended 30 September 2016

The results for the year ended 31 March 2016 have been restated as described in note 4.

Consolidated Statement of Comprehensive Income
for the six months ended 30 September 2016

The results for the year ended 31 March 2016 have been restated as described in note 4.

Consolidated Statement of Financial Position
at 30 September 2016

Consolidated Statement of Changes in Equity
for the six months ended 30 September 2016

                                                  Attributable to equity shareholders of the parent company

Consolidated Cash Flow Statement
for the six months ended 30 September 2016      

Notes to the Interim Report

1.      Basis of preparation

The statutory accounts for the year ended 31 March 2016, prepared under IFRS, have been delivered to the Registrar of Companies and received an unqualified audit report.

The unaudited results for the six months ended 30 September 2016 have been prepared in accordance the same accounting policies as are disclosed in those statutory accounts, other than the departure from International Financial Reporting Standards (“IFRSs”) detailed below, which has been made in order to enhance the information available to shareholders in this instance.  The unaudited results do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006.

The interim report has not been prepared in accordance with IAS34, “International Financial Reporting” in that it does not contain full disclosure of accounting policies and does not detail compliance with other standards:

1.1  Definition of discontinued operations

Certain of the disposals of subsidiaries made in this period and the prior year do not fulfil the strict requirements of IFRS 5 for classification as discontinued operations, because of their size in relation to the rest of the group.  However, we have elected to present these businesses as discontinued, in both periods, in order that the continuing operations of the group are comparable and show the results for only those businesses that remain within the group’s control at the current period end. The gains on disposals of the discontinued operations (see note 2 below) have been classified as exceptional income in the Income Statement rather than as part of the results of the discontinued operations.

2.      Gain on disposal of subsidiary company

The gains in the current period relate to the proceeds from the sales of the company’s subsidiaries, Technocover Limited and OSA Door Parts Limited, less the carrying values of the investments and costs of realisation.  The gain in the year ended 31 March 2016 relates to the disposal of the company’s subsidiary, Ensor Building Products Limited.

3.      Income tax expense

The income tax expense is calculated using the estimated tax rate for the year ended 31 March 2017.

4.      Discontinued operations

The results for the year ended 31 March 2016 have been restated to treat the results of the subsidiaries disposed of since 1 April 2015 as discontinued, regardless of their treatment in the statutory accounts for the year ended 31 March 2016. The subsidiaries concerned are Ensor Building Products Limited, Technocover Limited and OSA Door Parts Limited. 

 For this reason, the Consolidated Income Statement is described as unaudited as the comparative figures do not agree to the audited financial statements for the year ended 31 March 2016. However the profit for the period attributable to equity shareholders of the parent company agrees in total to the audited financial statements.

5.      Earnings per share

The calculation of earnings per share for the period is based on the profit for the period divided by the weighted average number of ordinary shares in issue, being 29,895,976 (6 months to 30 September 2015 and year ended 31 March 2016 - 29,895,976).  There were no financial instruments in existence in any of these periods that would serve to dilute the shareholdings.

Enquiries:

Ensor Holdings PLC: Roger Harrison / Marcus Chadwick - 0161 945 5953

Stockdale Securities Limited: Robert Finlay / Elhanan Lee - 020 7601 6100