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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Chloride Grp. | LSE:CHLD | London | Ordinary Share | GB0001952075 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 374.60 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:4968G Chloride Group PLC 29 October 2007 29 October 2007 CHLORIDE GROUP PLC INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2007 Chloride Group PLC, a leading specialist provider of secure power solutions, today announces its interim results for the six months ended 30 September 2007. HIGHLIGHTS 2007 2006 Change Sales (# million) 121.8 93.3 +31% Adjusted operating profit* (# million) 14.6 10.3 +43% Adjusted profit before tax* (# million) 13.2 9.5 +39% Profit before tax 12.2 9.4 +30% Operating margin** 12% 11% +1pt Adjusted earnings per share* (pence) 3.86 2.91 +33% Interim dividend (pence) 1.60 1.30 +23% *Profit/earnings per share from operations before amortisation of acquired intangibles (see note 5 to the financial statements) **Profit from operations before amortisation of acquired intangibles as a % of sales * Strong sales growth, with product sales up 34% and service revenue up 23% * Orders well ahead of sales with significant growth in IT services and oil and gas * Adjusted operating profit up 43% at #14.6 million (2006: #10.3 million) * Continued improvement in the operating margin - up 1 point to 12% (2006: 11%) * Further investment in DB Power Electronics, India increases shareholding to 32% of share capital * Manufacturing joint venture with Phoenixtec Power Company in China * Strong order book for products and services as we enter the second half Commenting on these results, Keith Hodgkinson, Chief Executive said: "Chloride has achieved an excellent first half, with significant increases in product and service revenue. Our successful strategy as a total solutions provider has been a major factor in winning orders for large systems in our markets around the world. Market conditions remain buoyant and we expect further progress in the second half." Enquiries: Chloride Group PLC All day on 29 October 2007 Keith Hodgkinson (Chief Executive) Tel: 020 7796 4133 (Hudson Sandler) Neil Warner (Finance Director) Thereafter, tel: 020 7881 1440 Hudson Sandler Tel: 020 7796 4133 Andrew Hayes/Kate Hough CHIEF EXECUTIVE'S REVIEW The Board is pleased to announce results for the first half year significantly ahead of last year. Continuing the trend of 2006/07, sales have increased substantially, both in the core European market and in the Middle East and Asia Pacific where we are achieving excellent momentum. The rapid pace of growth was particularly evident in the IT services, oil and gas and energy market sectors, where Chloride's secure power solutions provide significant competitive advantage. We continued to make strategic investments to further accelerate growth, extending our capabilities in chosen sectors and in geographic markets where there is strong demand for our secure power solutions. Key Financials During the period sales were up 31% at #121.8 million (2006: #93.3 million), with product sales up 34% at #83.3 million and service revenue up 23% at #38.5 million, demonstrating the importance to our customers of lifetime support for their critical power systems. Adjusted operating profit was up by 43% at #14.6 million (2006: #10.3 million). Adjusted profit before tax increased by 39% to #13.2 million (2006: #9.5 million), reflecting the higher interest charge resulting from increased borrowings required to complete the acquisitions and support the increase in working capital required to support the growth in the business. Profit before tax increased by 30% to #12.2 million (2006: #9.4 million). Adjusted earnings per share was up 33% at 3.86p (2006: 2.91p), with basic EPS up 22% at 3.51p (2006: 2.87p), following an increase in the effective tax rate on adjusted profit before tax to 28% (2006: 26%). Cash generated by operations was circa 60% of adjusted operating profit, reflecting the increase in working capital needed to support the strong growth in orders and sales. Gearing remained low with net debt at 30 September 2007 of #31.3 million (March 2007: #21.3 million). The net debt reflected, in addition to the growth in working capital, the acquisition of AST Electronique Services SARL (ASTE) and Ascor Power Systems Pte Limited, (Ascor); the increase in our investment in DB Power Electronics Pvt Limited (DB Power) to 20% of the share capital; and the purchase of #1.5 million of own shares by the Employee Benefit Trust. Interest cover was 10 times. The operating margin was increased by 1 point to 12% (2006: 11%), as the Company continued its focus on improving efficiencies throughout the business. At the period end we held a record order book for both products and services, which provides a strong platform for further growth as we enter the second half. Markets The world market for UPS products is expected to continue its consistent growth trend. The latest forecast from independent market researchers Frost & Sullivan is for the world UPS market to grow to $10 billion by 2011 - an increase of close to $3 billion in the period from 2007, giving a compound annual growth rate of 8.6%. We believe that increasing demand for secure electrical power in an environment of degrading power quality, where development of the power infrastructure fails to keep pace with economic expansion, will continue to drive growth in our markets. Chloride's strategic positioning as a secure power solutions provider is directly focused on the needs of growing markets, particularly IT services, with tailored solutions for data centres and other IT services applications which enable us to exploit the positive momentum of the digital economy. We also enjoy strong positions in fast-growing market segments such as oil and gas, energy, government, transport and retail. Worldwide focus on secure power solutions Western Europe Western Europe remains our largest geographic market, accounting for 62% of sales. Sales were up 28%, with particularly good progress in the UK, Spain and Germany. We continued to invest in our capabilities and facilities in Europe: * In the UK, Masterpower Electronics, acquired in March 2007, performed in line with expectations and is an excellent platform for Chloride to build its business in offshore and onshore projects in the UK. Chloride Harath moved into a custom-built facility, improving operational efficiency and providing leading edge training facilities for our employees and customers. * In Spain, the integration of Cener and Chloride Espana was completed, forming a single business with a reduced cost base and a consistent, highly-focused approach to the market. * In France, we acquired ASTE to enhance our sales and service capabilities. Eastern Europe Sales in Eastern Europe increased by 32%, with especially good performances in Turkey and neighbouring Central Asian territories, which have fast-growing energy and oil and gas industries. Our recently-established business in Kazakhstan has exceeded expectations. The enhanced technical and logistics support for the region has resulted in rapid market acceptance of Chloride's solutions. Our recently-formed subsidiary in Poland also performed well achieving strong growth in products and services. Middle East As anticipated, Chloride achieved outstanding growth in the Middle East with sales up 81%. This was due to success in major airport projects in Dubai and Qatar and particularly good progress in important oil and gas and energy projects in the UAE and Saudi Arabia. Asia Pacific Excellent performances were achieved in India, Australia, and China, with sales in the Asia Pacific region up 58% overall. Our partnership with DB Power continues to generate accelerated growth for large systems in the dynamic Indian market, where we are securing major projects from companies such as Dell, IBM and Microsoft. We were therefore pleased to increase our stake in DB Power to 20% of the share capital in July 2007, followed by a further increase to 32% in October. In Singapore, the strategic acquisition in May 2007 of Ascor will provide a platform to grow our sales in the buoyant Singapore and SE Asia markets. This development has been welcomed by our customers there and we are immediately investing in new facilities to improve customer service and testing facilities in this important region. In October 2007, a joint venture agreement was signed with Phoenixtec Power Company to set up a jointly-owned manufacturing facility in China, to produce large systems to Chloride's specification. Production will commence in the fourth quarter 2007/2008 and will give us access to a high-quality, low-cost manufacturing facility in China. The Americas In North America modest sales growth (6% in US dollar terms) was achieved in the first half. This was a substantial improvement over the second half of last year. The new management has focused on new sales strategies which are now delivering improved orders, sales and profits. New large systems have been well received by the market and we anticipate further improved performance in the second half. Our small business in Latin America performed well with good sales growth in Brazil, Peru and Mexico. Investment in solutions and people development We continued to invest in improving our technology and skills base, to support our strategy for growth. Technology We introduced new static transfer switches to improve our capabilities in tier 4 data centre projects, a new 90-net 750 kva UPS system, to extend the range for the US market and a range of Power Lan models with increased energy efficiency. Enhancements were also made to our industry-leading remote diagnostic system - LIFE.net, enabling internet communications, and extending the range of equipment served by LIFE.net. Demonstrating our commitment to the Indian market, we took the decision to set up a new R&D centre in Pune, India, with additional resources and state-of-the-art equipment. Chloride will in due course have access to over 100 technology and software development engineers in the Pune facility. Chloride Academy The Chloride Academy, established last year to improve professional and technical skills across the Group, completed its first training programmes, focusing on pre-sales activities and technical support. The courses received enthusiastic support from the participants who appreciate the benefits of continuing education, both to their business performance and to their personal development. The number of people attending courses will increase in the second half, speeding up the availability of training across the Group. Dividend Based on its continuing confidence in the Company's prospects, the Board is pleased to announce a 23% increase in the interim dividend to 1.60p per share (2006: 1.30p). Payment will be made on 5 December 2007 to all shareholders on the register on 9 November 2007. Non-Executive Director In September 2007, we announced the appointment of Paul Lester, Chief Executive of VT Group plc, as a non-executive director. Paul brings to the Board wide-ranging experience of managing international businesses, particularly in the field of facilities management and service delivery. We are delighted that he has joined the Company. Outlook Secure power is a vital part of business continuity planning and risk management for international businesses, whose mission-critical systems rely on the quality of the electrical power supply. We believe this will continue to drive the growth of our markets, in an environment where the electrical power infrastructure fails to keep pace with the increase in demand for clean, reliable power. Chloride's strategic positioning as a secure power solutions provider is directly focused on the needs of these growing markets, and we are well placed to benefit from the increasing demand. We enter the second half with a record order book, visibility of significant opportunities in the second half and confidence in the positive outlook for our markets. We are therefore well positioned for further progress in the second half of the year. Keith Hodgkinson Chief Executive FINANCIAL REVIEW Total shareholder return Total shareholder return has continued to grow ahead of the Small Cap Index over the last six months reflecting the growth in the share price and dividends as the market anticipated the strong results now reported and increased expectations for the full year. Cash generated by operations Management remains committed to turning profits into cash to enable reinvestment in the Group's businesses. After a controlled increase in inventory to support strong sales growth, adjusted cash generated by operations was circa 60% of adjusted operating profit. The seasonal nature of certain payments will have the impact of helping to improve the conversion ratio in the second half year. Capital expenditure Capital expenditure on tangible fixed assets and software in the half year was #2.1 million. This largely reflects facility improvements and further investment in the IT infrastructure and information systems and upgrades to witness testing capacity. Interest/net debt The net interest charge for the six months ended 30 September 2007 was #1.5 million. Net debt rose to #31.3 million (March 2007: #21.3 million), reflecting the acquisitions of ASTE and Ascor, the increased investment in DB Power to 20% of the share capital, the purchase of #1.5 million of own shares by the Employee Benefit Trust and the inventory build up discussed above. Interest cover was 10 times. Currency impact The Company operates a central treasury function, and net exchange exposures continue to be hedged at a transactional level using the forward foreign exchange market. The majority of transactions relate to "fair value" hedges of foreign currency receivables and payables with short-term maturity. Additionally, the Company uses "cash flow" hedges, generally with regard to forward purchases of components and finished goods. Receivables designated as fair value and cash flow hedges are revalued at the period end date and recorded in the balance sheet as assets or liabilities. The resultant gain or loss on fair value derivatives is recorded in the income statement along with the gain or loss arising from the revaluation of the underlying receivable or payable. The gain or loss on cash flow derivatives is recorded as a movement in equity to the degree that the hedge is deemed effective. Apart from optimising expenses and interest on currency borrowings, the Company does not believe, as an internationally-based business, that it is appropriate to hedge other aspects of its profit and loss account translation exposure. Non-sterling currencies of primary importance to the Group moved as follows in the year: 30 Sept 2007 31 March Period end 2007 H1 2007 Average H1 2006 Average Year end Change Change US $ 2.02 1.96 -3% 2.00 1.87 -7% Euro 1.43 1.47 +3% 1.47 1.46 -1% Taxation The tax charge for 2007/08 is estimated at a rate on adjusted profit before tax of 28% (2006/07: 26%), which is below the standard corporation tax rates for most of the countries in which we operate, largely driven by the utilisation/recognition of tax losses. Pensions/post-employment benefits The cost of defined benefit plans is recognised over the average remaining service lives of the participating employees, but the amount recognised in each period is dependent on the change during the period in the recognised defined benefit liability or asset, with actuarial gains/losses on the assets and liabilities (net of tax) taken to reserves through the Statement of Total Recognised Income and Expense (SORIE). The defined benefit liability or asset comprises the net total of the present value of the defined benefit obligation at the balance sheet date, less any past service cost not recognised, less the fair value of the plan assets, if any, at the balance sheet date. The Company operates post-employment benefit schemes in the UK, Germany, Italy and France. The largest scheme is in the UK, which has a surplus of #0.4 million (March 2007: #0.3 million deficit). Changes in the valuation assumptions at the half year (primarily the use of a higher discount rate as determined by the increase in market bond yields) which have reduced the liability by #0.9 million were offset by a lower than expected performance in asset returns of #0.2 million. This net adjustment is shown in the SORIE. The Group net pension liability has decreased to #5.9 million (March 2007: #7.3 million). Share-based payments The cost of employee share schemes, including option schemes, is based on the fair value of the awards that must be assessed using an option-pricing model such as Black-Scholes. Generally, the fair value of the award is expensed on a straight-line basis over the vesting period. Adjustments are made to reflect expected and actual forfeitures during the vesting period due to failure to satisfy either service conditions or non-market performance conditions, such as EPS growth targets. In accordance with IFRS 2 the pre-tax charge to the income statement of employee share schemes in the period is #0.6 million (2005: #0.4 million) reflecting the impact of the annual grant made in June 2007. Risks and uncertainties The principal risks and uncertainties affecting the business activities of the Group remain those detailed on page 12 of the Annual Report and Accounts for the year ended 31 March 2007, a copy of which is available on the Company's website at www.chloridegroup.com. Those risks and uncertainties are expected to continue to apply during the remaining six months of the financial year, and the Chief Executive's Review sets out the primary issues affecting the Group's businesses. Neil Warner Group Finance Director Certain statements in this interim management report are forward looking. Although the Company believes that the expectations contained in such statements are reasonable, it can give no assurance that these expectations will prove to be correct. Actual results may differ materially to those expressed or implied in by these forward-looking statements. CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2007 Six months Six months Year ended ended 30 ended 30 31 March Sept 2007 Sept 2006 2007 #000 #000 #000 Notes (Unaudited) (Unaudited) (Audited) Sales 2 121,847 93,327 204,438 Cost of sales 68,270 52,050 115,439 Gross profit 53,577 41,277 88,999 Distribution costs 18,340 14,176 32,004 Administrative costs 20,602 16,839 33,510 Operating profit before amortisation of acquired intangibles 14,635 10,262 23,485 Other operating costs : Amortisation of acquired intangibles (934) (98) (700) Operating profit 2 13,701 10,164 22,785 Finance costs 4 (2,816) (1,769) (4,196) Investment income 4 1,336 989 2,410 Profit before tax 12,221 9,384 20,999 Income tax expense 6 (3,618) (2,463) (5,546) Profit for the period attributable to equity 8,603 6,921 15,453 shareholders Earnings per share 5 Basic 3.51p 2.87p 6.38p Diluted 3.45p 2.81p 6.29p CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2007 Six months Six months Year ended ended 30 ended 30 31 March Sept 2007 Sept 2006 2007 #000 #000 #000 (Unaudited) (Unaudited) (Audited) Exchange differences arising on translation of foreign 2,147 (4,548) (5,042) operations Profits/(losses) on cash flow hedges 152 (254) (594) Actuarial gains /(losses) on post-employment employee 886 (473) 741 benefits Tax on items recognised in equity (354) 109 54 Income and expense for the period recognised in equity 2,831 (5,166) (4,841) Transfers (662) (78) 362 Profit for the period 8,603 6,921 15,453 Total recognised income and expense for the period 10,772 1,677 10,974 CONSOLIDATED BALANCE SHEET AT 30 SEPTEMBER 2007 At 30 Sept At 30 Sept At 31 March 2007 2006 2007 Notes #000 #000 #000 (Unaudited) (Unaudited) (Audited) Assets Non-current assets Goodwill 55,248 40,936 52,859 Other intangible assets 9,854 3,077 9,554 Property, plant and equipment 9 16,914 16,608 16,561 Interest in associate 10 2,148 - - Investments - 634 638 Deferred tax assets 5,680 5,923 6,105 89,844 67,178 85,717 Current assets Inventories 34,503 26,330 28,560 Trade and other receivables 74,433 59,628 73,829 Derivative financial instruments 484 - 266 Cash and cash equivalents 12 15,565 23,786 20,470 124,985 109,744 123,125 Total assets 214,829 176,922 208,842 Liabilities Current liabilities Bank overdrafts and other loans 12 2,386 9,664 5,338 Obligations under finance leases 25 22 27 Trade and other payables 69,616 51,530 72,013 Derivative financial instruments 660 128 238 Tax payable 10,358 12,623 14,847 Provisions 4,843 4,045 4,160 87,888 78,012 96,623 CONSOLIDATED BALANCE SHEET CONTINUED AT 30 SEPTEMBER 2007 At 30 Sept At 30 Sept At 31 March 2007 2006 2007 Notes #000 #000 #000 (Unaudited) (Unaudited) (Audited) Non-current liabilities Bank and other loans 12 44,399 29,560 36,360 Obligations under finance leases 27 36 19 Other payables - - 31 Post-employment benefits 5,943 7,340 6,369 Deferred tax liabilities 2,060 1,457 2,247 Tax payable 1,016 374 879 Provisions 2,145 2,114 2,212 55,590 40,881 48,117 Total liabilities 143,478 118,893 144,740 Net assets 71,351 58,029 64,102 Equity Issued capital 11 63,542 62,251 63,090 Share premium 4,380 3,015 3,882 Own shares (11,328) (8,198) (10,408) Retained earnings 16,011 4,050 11,021 Foreign exchange reserve (1,303) (2,956) (3,450) Hedge reserve account 49 (133) (33) Equity attributable to equity holders of the parent 13 71,351 58,029 64,102 CONSOLIDATED CASH FLOW STATEMENT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2007 Six months Six months Year ended ended 30 ended 30 31 March Sept 2007 Sept 2006 2007 #000 #000 #000 (Unaudited) (Unaudited) (Audited) Operating activities Operating profit 13,701 10,164 22,785 Intangible asset amortisation 1,212 265 1,233 Depreciation of property, plant and equipment 1,403 1,352 2,657 Book (gain)/ loss on sale of property, plant and equipment (64) 3 (8) Non-cash charge for employee share schemes 613 438 885 Post-employment benefits 333 (2,391) (1,957) Restructuring - (286) (508) (Decrease)/increase in other provisions 504 (33) 7 Operating cash flow before working capital movements 17,702 9,512 25,094 Increase in inventories (4,853) (1,261) (2,396) Decrease/(increase) in trade and other receivables 450 3,352 (9,075) (Decrease)/increase in trade and other payables (4,626) (4,524) 10,709 Operating cash flow 8,673 7,079 24,332 Income taxes paid (6,764) (327) (2,228) Finance costs paid (1,816) (1,018) (2,677) Investment income 390 120 654 Net cash from operating activities 483 5,854 20,081 Investing activities Purchase of property, plant and equipment (1,447) (1,080) (2,448) Purchase of software (605) (475) (704) Sale of property, plant and equipment 86 17 65 Purchase of businesses (2,596) - (15,093) Purchase of investment (1,511) - - Net cash used in investing activities (6,073) (1,538) (18,180) CONSOLIDATED CASH FLOW STATEMENT CONTINUED FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2007 Six months Six months Year ended ended 30 ended 30 31 March Sept 2007 Sept 2006 2007 #000 #000 #000 (Unaudited) (Unaudited) (Audited) Financing activities Share capital issued 950 4 1,704 (Purchase)/Sale of own shares (1,511) 952 (1,258) Capital element of finance lease repayments - (14) (27) Decrease in short-term borrowings (2,926) (3,787) (7,958) Increase in long-term borrowings 8,016 3,958 10,754 Equity dividends paid (4,166) (3,014) (6,181) Net cash from/(used in) financing activities 363 (1,901) (2,966) Net (decrease)/ increase in cash and cash equivalents (5,227) 2,415 (1,065) Cash and cash equivalents at beginning of period 19,985 21,969 21,969 Net foreign exchange differences 636 (848) (919) Cash and cash equivalents at period end 15,394 23,536 19,985 NOTES TO THE ACCOUNTS 1 Basis of accounting The consolidated financial statements of Chloride Group PLC for the six-month period ended 30 September 2007 were authorised in accordance with a resolution of the directors of Chloride Group PLC on 29 October 2007. The financial information for the period ended 30 September 2007 does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. Statutory accounts for the year ended 31 March 2007 have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain statements under Section 237 of the Companies Act 1985. The results for the six months ended 30 September 2007 are neither audited nor reviewed by the Company's auditors. The financial information included within the interim financial report has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34, ('Interim financial reporting') as adopted by the European Union, using accounting policies consistent with International Financial Reporting Standards (IFRS) as endorsed by the European Union, which are the same as those set out in the Group's published accounts for the period ended 31 March 2007. Details of the Group's significant accounting policies are available from the registered office and in the Group's annual report which is available at www.chloridegroup.com. In the current financial year, the Group will adopt IFRS 7 Financial Instruments: Disclosures and the amendment to IAS 1 Presentation of Financial Statements for the first time. As these are disclosure standards, there is no impact on the interim financial statements. 2 Segmental information The Company derives its revenue and profits from a single class of business, secure power solutions. Segment revenue Segment profit and loss Six months Six months Year ended Six months Six months Year ended to 30 Sept to 30 Sept 31 March to 30 Sept to 30 Sept 31 March 2007 2006 2007 2007 2006 2007 #000 #000 #000 #000 #000 #000 Europe 100,757 74,649 167,398 13,648 10,553 24,177 Americas 12,083 12,167 23,563 1,146 881 1,768 Asia and Australasia 9,007 6,511 13,477 930 545 988 Total 121,847 93,327 204,438 15,724 11,979 26,933 Corporate and other (2,023) (1,815) (4,148) Operating profit 13,701 10,164 22,785 Finance costs (2,816) (1,769) (4,196) Investment income 1,336 989 2,410 Profit before tax 12,221 9,384 20,999 3 Seasonality of results Our major markets are subject to some seasonality in demand and are particularly impacted by the slowdown associated with the summer season in Europe. Consequently our results are normally more heavily weighted to the second half. Finance income and expense 4 Six Six months months Year ended ended 30 ended 30 31 March Sept 2007 Sept 2006 2007 #000 #000 #000 Investment income Interest on short-term deposits 390 120 654 Expected return on post-employment plan assets 946 869 1,756 1,336 989 2,410 Finance costs Interest on loans and other borrowing 1,982 1,018 2,676 Interest on post-employment plan liabilities 834 751 1,520 2,816 1,769 4,196 5 Earnings per share a) Basic and adjusted EPS The reconciliation between basic and adjusted EPS, and between the earnings figures used in calculating them, is as follows: ----------Earnings---------- ----------EPS---------- Earnings EPS Six Six Six Six months months months months Year ended Year ended ended 30 ended 30 ended 30 ended 30 31 March 31 March Sept 2007 Sept 2006 Sept 2007 Sept 2006 2007 2007 #000 #000 pence pence #000 pence Basic 8,603 6,921 3.51 2.87 15,453 6.38 Amortisation of acquired intangibles 934 98 - - 700 - Related tax (65) - - - (86) - Adjusted 9,472 7,019 3.86 2.91 16,067 6.63 b) Diluted EPS Diluted EPS has been calculated based on the basic and adjusted earnings amounts above. The diluted basic and adjusted earnings are set out below: Six Six months months Year ended ended 30 ended 30 31 March Sept 2007 Sept 2006 2007 pence pence pence Diluted 3.45 2.81 6.29 Diluted adjusted 3.80 2.85 6.54 A reconciliation between the shares used in calculating basic and diluted EPS is as follows: Six Six months months Year ended ended 30 ended 30 31 March Sept 2007 Sept 2006 2007 #million #million #million Average shares used in basic EPS calculation 245.3 241.3 242.3 Dilutive share options outstanding 4.1 4.7 3.4 Shares used in diluted EPS calculation 249.4 246.0 245.7 6 Taxation Six months Six months ended 30 ended 30 Year ended Sept 2007 Sept 2006 31 March #000 #000 2007 #000 Current tax: UK Corporation tax at statutory rate 413 95 2 Foreign tax 3,525 2,556 7,141 Adjustment in respect of prior years (47) - (102) 3,891 2,651 7,041 Deferred taxation (273) (188) (1,495) Total tax expense 3,618 2,463 5,546 Corporation tax for the interim period is charged at 28% (2006: 26%) representing the best estimate of the weighted average annual corporation tax rate to adjusted profit before tax expected for the financial year. 7 Dividends Six months Six months ended 30 ended 30 Year ended Sept 2007 Sept 2006 31 March #000 #000 2007 #000 Final 2007 - 1.70p per share paid 30 July 2007 4,166 - - Interim 2007 - 1.30p per share paid 5 December 2006 - - 3,167 Final 2006 - 1.25p per share paid 1 August 2006 - 3,014 3,014 4,166 3,014 6,181 An interim dividend of #3,939,000 representing 1.60p per share will be paid on 5th December 2007 to shareholders on the register on 9th November 2007. The trustees of the Chloride Group Employee Benefit Trust have waived their rights to receive dividends. Accordingly the amounts shown above are net of any dividends which might otherwise have accrued to the Trust. Acquisition of subsidiaries 8 a) On 25 April 2007 the Company acquired the entire share capital of AST Electronique Services SARL (ASTE), a company specialising in third party maintenance focusing on the uninterruptible power supply (UPS) service market in France, for a cash consideration of #1.9 million. The purchase has given rise to acquisition goodwill of #0.8 million and other intangibles (customer lists) of #0.4 million. Fair value Book value adjustments Fair value Net assets acquired #000 #000 #000 Property plant and equipment 14 - 14 Other intangible assets - customer - 410 410 lists Other Investments 8 (8) - Inventories 106 (9) 97 Trade and other receivables 430 (12) 418 Cash and cash equivalents 640 - 640 Trade creditors and other payables (295) - (295) Current taxation (22) - (22) Deferred tax liability - (123) (123) Provisions - (41) (41) 881 217 1,098 Goodwill 828 Total consideration 1,926 Satisfied by : Cash 1,868 Directly attributable costs 58 1,926 Less: cash acquired (640) Cash flow on acquisition 1,286 Goodwill substantially represents the expertise and technical knowledge of the company's staff together with synergistic benefits. ASTE contributed #0.7 million of revenue and #0.1 million to the Group's profit before tax for the period between the date of acquisition and the balance sheet date. b) On 23 May 2007 the Company acquired the entire share capital of Ascor Power Systems PTE Limited ('Ascor'), supplier of critical power protection services in Singapore for a cash consideration of #1.2 million. The purchase has given rise to acquisition goodwill of #0.9 million and other intangibles (customer lists) of #0.3 million. Fair value Book value adjustments Fair value Net assets acquired #000 #000 #000 Property plant and equipment 32 - 32 Other intangible assets - customer - 346 346 lists Inventories 53 (7) 46 Trade and other receivables 559 (39) 520 Trade creditors and other payables (422) - (422) Current taxation (5) - (5) Debt within 1 year (42) - (42) Deferred taxation liability - (85) (85) Provisions - (42) (42) 175 173 348 Goodwill 883 Total consideration 1,231 Satisfied by : Cash 1,168 Directly attributable costs 63 1,231 Add: Debt acquired 42 Cash flow on acquisition 1,273 Goodwill substantially represents the expertise and technical knowledge of the company's staff together with synergistic benefits. Ascor contributed #0.8 million of revenue and #0.1 million to the Group's profit before tax for the period between the date of acquisition and the balance sheet date. If the acquisitions had been made on 1 April 2007, Group revenue would have been #122.3 million and Group profit attributable to equity holders of the parent would have been #8.7 million. 9 Property, plant and equipment and software During the period the Company spent #1.5 million on property, plant and equipment mainly in relation to expenditure on facilities and IT infrastructure, and a further #0.6 million on software. Interests in associate 10 On 3 July 2007 the Company purchased a further 10% of the share capital of DB Power Electronics Private Ltd for #1.5 million. This purchase brings the our holding in the company to 20% and as of that date it has been accounted for as an Interest in associate as required under IAS 28 ('Investments in associates'). The Company's share of the post-acquisition results for the half year is not material. Share capital 11 The #452,000 increase in the issued share capital of the Company is due to the exercise of executive share options over a total of 1.8 million shares. 12 Reconciliation of net decrease in cash and cash equivalents to the movement in net debt Six months Six months Year ended ended 30 Ended 30 31 March Sept 2007 Sept 2006 2007 #000 #000 #000 (Decrease)/ increase in cash and cash equivalents (5,227) 2,415 (1,065) (Increase) in debt and lease financing (5,090) (157) (2,769) (Increase)/decrease in net debt resulting from cash flows (10,317) 2,258 (3,834) Foreign currency translation differences 319 (829) (515) (Increase)/decrease in net debt during the period (9,998) 1,429 (4,349) Net debt at the beginning of the period (21,274) (16,925) (16,925) Net debt at the end of the period (31,272) (15,496) (21,274) 30 Sept 30 Sept 31 March 2007 2006 2007 #000 #000 #000 Net debt comprises: Cash and cash equivalents 15,565 23,786 20,470 Bank overdrafts (171) (250) (485) Bank and other loans (46,614) (38,974) (41,213) Obligations under finance leases (52) (58) (46) (31,272) (15,496) (21,274) During the period the Company had core bank facilities of #85 million. These facilities are for fixed terms of three years and the unexpired element of them varies between 2 and 26 months. Agreement in principle has been reached to renew and extend the facility which falls due within 2 months. 13 Reconciliation of shareholders' funds Share Share Own Hedging Exchange Retained Capital Premium Shares Reserve Reserve Earnings Total #000 #000 #000 #000 #000 #000 #000 At 1 April 2006 62,248 3,014 (9,150) 199 1,592 69 57,972 Exchange rate adjustments - - - (254) (4,548) - (4,802) Profit for the year - - - (78) - 6,921 6,843 Dividends paid - - - - - (3,014) (3,014) Shares issued 3 1 - - - - 4 Movements in respect of own shares - - 952 - - - 952 Share-based payments - - - - - 438 438 Actuarial loss - - - - - (473) (473) Tax on items recognised in - - - - - 109 109 equity At 30 September 2006 62,251 3,015 (8,198) (133) (2,956) 4,050 58,029 At 1 April 2007 63,090 3,882 (10,408) (33) (3,450) 11,021 64,102 Exchange rate adjustments - - - 152 2,147 - 2,299 Profit for the year - - - (70) - 8,603 8,533 Dividends paid - - - - - (4,166) (4,166) Shares issued 452 498 - - - - 950 Movements in respect of own - - (920) - - (592) (1,512) shares Share-based payments - - - - - 613 613 Actuarial gain - - - - - 886 886 Tax on items recognised in - - - - - (354) (354) equity At 30 September 2007 63,542 4,380 (11,328) 49 (1,303) 16,011 71,351 14 Post balance sheet events As set out in the Chief Executive's review, the Company increased its share holding in DB Power Electronics Private Ltd to 32% and entered into an agreement to set up a manufacturing joint venture in China with Phoenixtec Power Company after the period end. RESPONSIBILITY STATEMENT We confirm that to the best of our knowledge: * The condensed set of financial statements has been prepared in accordance with IAS 34 as adopted by the European Union; * The interim management report includes a fair review of the information required by: a) DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and b) DTR 4.2.8R (disclosure of related party transactions and changes therein). By order of the Board Keith Hodgkinson Neil Warner Chief Executive Group Finance Director 29 October 2007 This information is provided by RNS The company news service from the London Stock Exchange END IR FEAESASWSEES
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