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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Guinness Peat | LSE:GPG | London | Ordinary Share | GB00B4YZN328 | ORD 5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 23.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:1550P
Guinness Peat Group PLC
28 August 2003
GUINNESS PEAT GROUP plc
("GPG" or "the Company")
Interim Results for the six months to 30 June 2003
Chairman's Statement
Another 6 months of steady progress, of which the outstanding
feature was the successful conclusion to the takeover offer
for Coats plc. As a consequence, GPG now holds 64% of the
joint venture company which, in turn, holds 100% of Coats
ordinary shares.
The joint venture acquisition cost approximately #400 million,
which was partly financed by an advance of #248 million from
Bank of Scotland. Subsequently, this is being consolidated
with Coats own borrowings so that the financial profile will
be - Shareholders' Funds #149 million and various bank loans
#483 million (#446 million net of cash). It is intended to
reduce borrowings to a more permanent lower level and in the
first instance various surplus properties will be sold and the
UK bedwear manufacturing business is in negotiations for sale.
After a series of disposals in recent years, Dorma bedwear is
the last remaining "non core" division and Coats is now
otherwise, for the first time in decades, exclusively focussed
on its traditional thread business in which it is the clear
world leader.
Coats has a proud history, having been listed on the Stock
Exchange since 1909 and, in its prime, was reputed to be the
largest company in the UK. It has always been synonymous with
the best of British industry, although the changed economics
of textile manufacture means that much of the company's
overall production is now located in developing countries
around the world (operating with 31,000 employees in 63
countries, including manufacturing plants in 40 of those).
The future performance of Coats will obviously be an important
component of GPG's results and we are confident it will be a
worthy contributor. In conjunction with the takeover offer,
GPG received a pre acquisition dividend of #4.5 million less a
preliminary accounting loss of #1.3 million, both of which are
included in the half year results.
GPG's cash balance at 30 June was #156 million which is
slightly at the higher end of our normal desired operating
range. As we have stated before, there is a cost involved in
maintaining a high level of liquidity but, in our view, it is
more than compensated by advantages of flexibility, safety and
the capacity to act quickly when required.
Consistent with our cash philosophy, we are currently making
another issue of capital notes in New Zealand which also
facilitates an increased level of investment in New Zealand
companies, notably to date, Turners & Growers, Rubicon and
Tower.
GPG provided strong support for Tower's "rights" offer and now
holds 17% of the issued capital. The original proposal to
subscribe for 30% of Tower was not well received by other
major shareholders, possibly due to a failure to recognise
that the NZ$200 million capital injection is only the first of
a number of measures requiring strong and experienced
proprietorial input to redress what has emerged as very poor
management and direction since demutualisation.
Since GPG's previous NZ$250 million capital notes issue in
2001, the NZ$ has appreciated quite considerably but GPG's
liability is fully hedged against a payment of #70 million (=
NZ$195 million at current exchange rates) in 2006 and interest
accruals well below the initial 9% coupon rate.
The half year result includes profits on the sales of shares
in Abelle (which we received as consideration in a takeover
offer for our previous 42% holding in Aurora Gold), Turners
Auctions, Brickworks and Caltex. There was also an exchange
gain of #27 million on the value of Australian and New Zealand
assets of which #14 million is recorded in the revenue
accounts and #13 million transferred direct to reserves. This
effectively reverses corresponding losses in past years'
accounts and reinforces the view that GPG's diverse currency
exposure is neutral in the long run.
A big disappointment, particularly after earlier success, has
been the recent performance of Dawson International, the
Scottish textile and "Ballantyne" cashmere manufacturer. As a
consequence, we have written down the book value of the shares
to 10p each, closer to the anticipated level at which GPG will
have the option to subscribe for more shares. This results in
a charge to profits of #9 million, of which some is so called
"equity accounting" and the balance correctly denominated.
GPG is now taking a much stronger role in Dawson's management
and direction.
GPG was a somewhat reluctant seller of the residual 5% holding
in Brickworks which had been a very good investment over a 3
year period, (partly due to our own agitation for change).
However, Brickworks has paid a very full price for the
acquisition of Bristile which, although undoubtedly the right
industry move in the longer term, loads an additional A$600
million of debt on an already distorted capital structure, so
GPG prefers to watch from the sideline, at least for the time
being.
The updated "simplified" Balance Sheet provides a useful
snapshot of GPG's investment profile as distinct from a
conventional group balance sheet. Since 30 June, there has
been increased investment in Tower, various UK portfolio
stocks and the sale of part of Staveley USA but otherwise no
material change.
SIMPLIFIED BALANCE SHEET AT 30 JUNE 2003
#m
Cash at Bank 156
Debtors 6
Coats 80
Nationwide 9
Staveley (UK & USA) 16
Canberra Investment Corp 11
De Vere 34
Turners & Growers 39
Future tax benefit 3
Share portfolio 151
_______
TOTAL ASSETS 505
Creditors (19)
Note issues (75)
_______
SHAREHOLDERS' FUNDS #411
So far, there has been plenty of activity in the second half,
which, hopefully, will convert to another satisfactory result
for the full year to 31 December 2003.
Ron Brierley
CHAIRMAN
28 August 2003
Enquiries:
Weber Shandwick Square Mile
Kevin Smith/Josh Royston Telephone: 020 7067 0700
Dr Gary Weiss,Executive Director(Sydney) Telephone: (00 61) 2 8298 4300
Consolidated Profit and Loss Account
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2003 2002 2002
Unaudited Unaudited Audited
#000 #000 #000
Group turnover 320,097 254,505 514,836
______________________________________________________________________________
Group operating profit 45,395 31,539 46,863
Share of operating
profit of joint ventures
and associates 4,810 1,376 2,534
________ ________ ________
50,205 32,915 49,397
Profit on sale of
subsidiary -
discontinued operations - - 12,238
________ ________ ________
Profit before interest
payable 50,205 32,915 61,635
Interest payable and
similar charges (10,884) (4,244) (10,546)
________ ________ ________
Profit before taxation 39,321 28,671 51,089
Taxation (14,380) (7,199) (5,203)
________ ________ ________
Profit after taxation 24,941 21,472 45,886
Minority interests (1,199) (1,451) (3,425)
_______________________________________________________________________________
PROFIT ATTRIBUTABLE TO
ORDINARY SHAREHOLDERS 23,742 20,021 42,461
_______________________________________________________________________________
Dividends proposed - - (6,252)
________ ________ ________
PROFIT RETAINED
FOR THE PERIOD 23,742 20,021 36,209
________ ________ ________
Earnings per Ordinary
Share - Basic (pence) 3.44p 3.04p 6.36p
Dividends per Ordinary
Share * (pence) - - 0.91p
Consolidated Balance Sheet
30 June 30 June 31 December
2003 2002 2002
Unaudited Unaudited Audited
#000 #000 #000
FIXED ASSETS
__________________________________________________________________________________________________
Intangible assets
(8,779) (5,309) (10,734)
Tangible assets
75,641 69,481 74,349
Investments
251,951 226,452 256,189
_________ _________ _________
TOTAL FIXED ASSETS 318,813 290,624 319,804
_________ _________ _________
CURRENT ASSETS
__________________________________________________________________________________________________
Debtors 140,468 124,745 128,727
Stocks/Development work in progress 43,512 53,637 13,981
Investments 21,347 34,887 36,874
Cash at bank 178,318 161,035 113,827
_________ _________ _________
TOTAL CURRENT ASSETS 383,645 374,304 293,409
_________ _________ _________
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
__________________________________________________________________________________________________
Trade and other creditors (137,946) (143,722) (116,131)
Convertible subordinated loan notes (3,425) (3,863) (3,863)
Other borrowings (35,873) (54,461) (5,404)
_________ _________ _________
TOTAL CURRENT LIABILITIES (177,244) (202,046) (125,398)
_________ _________ _________
_________ _________ _________
Net current assets 206,401 172,258 168,011
_________ _________ _________
TOTAL ASSETS LESS CURRENT LIABILITIES 525,214 462,882 487,815
_________ _________ _________
CREDITORS: AMOUNTS FALLING DUE AFTER 1 YEAR
__________________________________________________________________________________________________
Trade and other creditors (792) (1,344) (306)
Convertible subordinated loan notes (3,425) (7,724) (7,725)
Capital notes (67,887) (67,511) (67,765)
Other borrowings (15,504) (8,207) (13,672)
_________ _________ _________
TOTAL LONG-TERM CREDITORS (87,608) (84,786) (89,468)
_________ _________ _________
PROVISIONS FOR LIABILITIES AND CHARGES (10,107) (10,567) (15,784)
_________ _________ _________
NET ASSETS 427,499 367,529 382,563
_________ _________ _________
CAPITAL AND RESERVES
__________________________________________________________________________________________________
Share capital 34,823 60,704 31,094
Share premium account 2,162 7,312 1,344
Capital redemption reserve - 3,863 -
Other reserve 260,596 - 263,761
Profit and loss account 113,056 276,048 71,966
__________________________________________________________________________________________________
EQUITY SHAREHOLDERS' FUNDS 410,637 347,927 368,165
__________________________________________________________________________________________________
Minority interests (equity) 16,862 19,602 14,398
_________ _________ _________
CAPITAL EMPLOYED 427,499 367,529 382,563
_________ _________ _________
Net assets per share * - (pence) 58.96 52.10 53.82
- (Australian cents) 145.07 141.49 153.87
- (New Zealand cents) 166.19 163.53 165.65
* The net assets per share for June 2002 and December 2002 have been adjusted for the 2003 Capitalisation Issue.
Consolidated Cash Flow Statement
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2003 2002 2002
Unaudited Unaudited Audited
#000 #000 #000
Net cash inflow from operating activities 33,827 28,441 76,149
Dividends received from associates and joint ventures 1,915 1,362 2,955
Returns on investments and servicing of finance (5,706) (4,037) (10,148)
Taxation (4,846) (1,950) (4,093)
Capital expenditure and financial investment (16,038) (26,948) (59,132)
Acquisitions and disposals 16,781 (14,179) (19,229)
Equity dividends paid (2,113) (1,845) (1,924)
__________ __________ __________
CASH INFLOW/(OUTFLOW) BEFORE MANAGEMENT OF LIQUID
RESOURCES AND FINANCING 23,820 (19,156) (15,422)
Management of liquid resources (67,103) 19,302 85,866
Financing
Issue of ordinary shares 372 1,481 1,670
Increase/(decrease) in debt 30,083 4,522 (44,355)
_____________________________________________________________________________________________________
(DECREASE)/INCREASE IN CASH FOR THE PERIOD (12,828) 6,149 27,759
_____________________________________________________________________________________________________
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
(Decrease)/increase in cash for the period (12,828) 6,149 27,759
Cash outflow/(inflow) from decrease/increase in
liquid resources 67,103 (19,302) (85,866)
Cash (inflow)/outflow from increase/decrease in debt (30,083) (4,522) 44,355
__________ __________ __________
Change in net funds resulting from cash flows 24,192 (17,675) (13,752)
Acquisition of subsidiaries - (45,682) (49,889)
Disposal of subsidiaries - - 2,491
Currency translation differences 11,301 3,633 (1,448)
Other non-cash movements (see note below) 1,313 - 2,866
__________ __________ __________
Movement in net funds for the period 36,806 (59,724) (59,732)
Net funds as at 1 January 15,398 75,130 75,130
_____________________________________________________________________________________________________
CLOSING NET FUNDS 52,204 15,406 15,398
_____________________________________________________________________________________________________
Non-cash transactions:
On 13 December 2002 the shares in the former GPG were acquired by the former Brunel, as part of a reverse
acquisition takeover, in exchange for an issue of shares in that company.
On 31 December 2002 the Group in effect sold a 19.96% interest in ENZA Ltd, formerly a 100% subsidiary,
in return for an additional 34.12% of Turners & Growers Ltd, formerly a 45.92% associated undertaking.
On 14 February 2003 the Group redeemed 4,378,034 convertible subordinated loan notes, amounting to
#1,313,000, satisfied by the issue of Ordinary Shares.
NOTES TO THE INTERIM FINANCIAL INFORMATION
1. The interim financial information has been prepared on a basis consistent with the accounting policies
adopted in the group's financial statements for the year ended 31 December 2002.
2. Abridged accounts (Companies Act 1985) - The information for the year ended 31 December 2002 is based
on the latest published accounts which have been delivered to the Registrar of Companies.
3. Coats Group Ltd ("Coats Group"), a joint venture company in which GPG holds a 64% economic interest
and a 50% voting interest, became the parent company of Coats plc ("Coats") when its offer for Coats was
declared unconditional on 7 April 2003. Coats Group contributed a loss of #1,274,000 before taxation during
the period.
4. Having regard to the timing of the acquisition of Coats, it has not been possible to complete detailed
investigations of the fair values of its assets at acquisition, which are therefore considered to be provisional.
5. The Group's significant associate and joint venture entities are as follows:
30 June 30 June 31 December
2003 2002 2002
Coats Group 63.97% n/a n/a
Nationwide Accident Repair Services 50.00% 50.00% 50.00%
Harcourt Hill Estate 50.00% 50.00% 50.00%
Dawson International 29.91% n/a 29.91%
Capral Aluminium 31.63% 30.04% 31.26%
Green's Foods 25.93% n/a 22.93%
Turners Auctions n/a 45.67% 38.78%
Turners & Growers n/a 45.67% n/a
6. Earnings per share - The calculation of earnings per Ordinary share is based on profit after taxation
attributable to shareholders and the weighted average number of 689,566,792 Ordinary shares in issue during
the six months. The comparatives for the six months to 30 June 2002 and the year to 31 December 2002 have been
adjusted for the Capitalisation Issue which took place in May 2003.
7. Changes in the issued share capital during the six months to 30 June 2003 comprise the following:
#000
At 31 December 2002 31,094
Employee Options exercised 9
Conversion of CLNs (14 February 2003) 144
Scrip Dividend Alternative shares issued (16 May 2003) 411
Capitalisation Issue (27 May 2003) 3,165
_______
At 30 June 2003 34,823
_______
8. Dividends - The directors have not recommended the payment of an interim dividend. The dividend of 1.00p per
share for the year ended 31 December 2002 has been adjusted for the 2003 Capitalisation Issue.
9. On 4 July 2003, those holders of GPGUKH CLNs who elected to convert their Election Amounts were issued with
2,886,806 Ordinary shares of 5p each ("Conversion Shares") and the remaining CLN holders were repaid Redemption
Amounts of #2.1 million in cash. As no Interim Dividend has been declared, the Conversion Shares will, with
immediate effect, rank equally with the other shares of the Company.
10. On 9 July 2003, those holders of the Company's shares who elected to accept the Company's Buyback Offer
were issued with 26,047,947 GPGUKH CLNs of 20p each in exchange for their holdings of 10,419,320 Ordinary
shares of 5p each, leaving 688,929,218 fully paid Ordinary Shares of 5p each then in issue.
11. Publication - This statement is being sent to shareholders and copies will be available at the registered
office of the Company, First Floor, Times Place, 45 Pall Mall, London SW1Y 5GP.
UNITED KINGDOM
First Floor, Times Place, 45 Pall Mall, London SW1Y 5GP Tel: 020 7484 3370 Fax: 020 7925 0700
AUSTRALIA
c/o PKF Chartered Accountants and Business Advisers
Level 10, 1 Margaret Street, Sydney NSW 2000 Tel: 02 9251 4100 Fax: 02 9240 9821
NEW ZEALAND
c/o Computershare Investor Services Limited
Private Bag 92119, Auckland 1020, New Zealand Tel: 09 488 8777 Fax: 09 488 8787
Registered in England No. 103548
This information is provided by RNS
The company news service from the London Stock Exchange
END
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