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BERTAM HOLDINGS PLC
OIL PALM PLANTATIONS AND
PROPERTY DEVELOPMENT IN MALAYSIA
Preliminary announcement of unaudited results
for the year ended 31 December 2002
Highlights from the chairman's statement and preliminary announcement
for the year ended 31 December 2002 are as follows
* Profit before tax £3,182,000 (2001 £2,480,000)
* Basic earnings per share 7.99p (2001 6.45p)
* Dividend increased to 5.5p (2001 5.0p plus special 3.0p
dividend re merger)
* Trading profit strongly improved to £927,000 (2001 £48,000)
as a result of sharp rise in palm oil price and despite 10%
crop reduction
* Non-recurrence of significant land sale gains but also of
exceptional merger costs
* Transfer to AIM successfully completed in 2002
* Palm oil market has declined a little from end-2002 highs
but remains in healthy trading range
* New projects progressing satisfactorily
* Board's long-term aim remains to unlock asset values and
reinvest in projects with greater earnings potential
Extract from the chairman's statement
RESULTS AND DIVIDEND RECOMMENDATION
I am pleased to report a profit before tax of £3,182,000, compared with
£2,480,000 last year. The trading profit increased markedly to £927,000
(2001 £48,000) principally as a result of the sharp improvement in the
price of palm oil and despite a 10% reduction in the crop of oil palm
fresh fruit bunches ("f.f.b."). Last year's significant gains on land
sales by both the Company and its 40% associate, Bertam Properties Sdn.
Berhad ("Bertam Properties"), were not repeated but nor were the
exceptional merger costs. The Group generated operating cash flows of
£1,410,000 (2001 outflow of £679,000).
In the light of the foregoing, your board is pleased to recommend that
the dividend be increased to 5.5p per share, compared with 5.0p last
year.
REVIEW OF THE YEAR
The Group's oil palm f.f.b. crop from its six estates amounted to 53,900
tonnes which compares with 59,900 tonnes in 2001. The reduction was in
line with a general, cyclical decline in yields experienced in Malaysia
following the high yields that were achieved in late 2000 and 2001. The
average sale price of the Group's f.f.b. amounted to RM245 per tonne,
compared with RM147 in the previous year. This, in turn, resulted from
the reduction in f.f.b. yields and consequent decline in world palm oil
stocks as well as from a reduction in other vegetable oil stocks, most
notably soya oil.
Despite a lower throughput of the Thai rubber factory (2,163 tonnes
versus 2,772 tonnes in 2001) owing to unusually dry weather in the early
part of the year, a profit before tax of £171,129 was recorded (2001
£29,428). This was largely attributable, following the general rise in
the rubber market, to the sale of stock that had been held for some time
and whose raw material cost was at a significantly lower level.
Associated undertakings
Bertam Properties (40% owned)
The Group's share of Bertam Properties' profit before tax and
exceptional items amounted to £607,000, compared with £1,164,000 last
year. This difference resulted chiefly from the considerably reduced,
but still profitable, raw land sales, compared with 2001. A modest
profit was also recorded on the property development activities.
Asia Green Environmental Sdn. Berhad ("Asia Green") (30% owned)
Encouraging progress was made during the year in the development of Asia
Green's business, which comprises the sale of an environmentally-
friendly, compost-processing system, utilising the waste empty fruit
bunches and liquid effluent from palm oil mills, to mill owners in South
East Asia. Two sales of the system were completed during the year and a
third was partly completed. The company came close to breaking even for
the year, which is encouraging at this early stage in its development.
Other associates
The Group's share of the combined profit before tax and exceptional
items from the other associates amounted to £940,000, compared with
£542,000 last year. Of particular note, the 49% share of Sungkai
Holdings Limited's profit before tax amounted to £739,000 (2001
£425,000), mainly as a result of the improved palm oil market. Also, the
Group's 9.7% share of Gubbagunyah Partnership's ("GP's") profit before
tax amounted to £54,000, compared with a loss in 2001 of £24,000,
following GP's record cotton crop in Australia.
Exceptional items
The gain on the sale of investments, amounting to £154,000, compared
with last year's gain of £247,000 and is in line with the board's policy
of selling its non-M. P. Evans grouping investments at opportune times.
Share buy-backs
During the year, the Company purchased 1,963,941 of its own shares, some
6.5% of the shares in issue at 1 January 2002, and a further 162,470
shares (0.6%) have been purchased in 2003. The weighted average prices
for these 2002 and 2003 purchases were 193p and 208p respectively. The
board believes that this was very much in shareholders' interests and
will continue this policy when suitable opportunities arise.
CURRENT TRADING
Estate and manufacturing activities
Since the year end, the palm oil market has slipped back a little from
the high levels achieved in late 2002 but it has remained within the
healthy trading range of approximately RM1,430 to RM1,600 per tonne.
Crops from the Group's estates have been significantly higher than last
year and the details of these and average prices for the first quarter
are summarised below:-
2003 2002
Crop - oil palm f.f.b. - tonnes 15,300 11,900
Approximate average
selling price per tonne RM296 RM200
Associated company
Bertam Properties
Crop - tonnes 4,000 4,500
The estimated total crop for 2003 is 67,100 tonnes for the Group and
20,000 tonnes for Bertam Properties.
Throughput of the Thai factory was 700 tonnes, compared with 804 tonnes
last year. Although it has been a slower-than-expected start to 2003
owing to adverse weather conditions, the operation continues to trade
profitably and demand remains steady for the factory's product, constant
viscosity rubber (CV).
Associated undertakings
Bertam Properties
The property market in Malaysia remains lacklustre owing to the general
economic slowdown of the past few years. However, the Bertam Properties
site is better placed than many in view of its proximity to the north-
south highway and to the Penang bridge and both demand for, and
construction of, housing continue there. The Deputy Prime Minister of
Malaysia, Dato' Abdullah Badawi, in whose constituency the project is
located, recently officiated at the naming ceremony of the new Bertam
Perdana township development.
Asia Green
A number of new orders are pending with interest in, and publicity
about, the system increasing at a rapid pace.
NEW PROJECTS
Straits Beach Properties Sdn. Berhad ("Straits Beach")
The design and layout plans for the tourist development complex were
submitted to the relevant authorities in the latter part of 2002 and
their approval is still awaited.
Spice Garden project
Good progress has been made on this small but potentially profitable
project. It is currently planned to open the project a little later than
originally anticipated, namely in the latter part of this year, when the
plants are better established.
Cattle under palms
Trials were carried out in 2002 in conjunction with an Australian
company, Austasia Limited, with regard to the purchasing and grazing of
some 800 cattle on Beradin and Sungei Kruit Estates with the aim of
reducing weeding costs and making a gain on the sale of the fattened
cattle after four months on the estates. The results of these trials are
due to be assessed shortly with a view to determining whether to
continue this operation on a longer-term basis.
Investment sales
Since the year end, further share sales have taken place, realizing some
£300,000 and a profit of approximately £240,000.
THE ALTERNATIVE INVESTMENT MARKET (AIM)
As foreshadowed in the 2002 interim report, the Company transferred
trading in its Company's shares to AIM on 28 October 2002. The volume of
shares traded has increased and your board is confirmed in its opinion
that the AIM listing is more appropriate for a small company like Bertam
Holdings PLC.
STRATEGY
I should like to underline my comments of last year regarding your
board's view of the strategic way forward for the Group.
As you are aware, the Group's Malaysian estates and its 40% share of
Bertam Properties are valuable assets which, in the majority of cases,
command a considerable premium over pure agricultural values in view of
their property-development potential. It is the board's belief that its
policy of retaining ownership of the estates over many years has been
justified by the substantial increase in values that has arisen.
However, the more valuable the estates, the smaller are the returns
generated from the plantation activities relative to their asset values
and the board is conscious that there is a balance to be struck between
capital value and earnings. Retaining these assets can only be justified
if there is the likelihood of their capital values continuing to
increase at a substantial rate. In the light of this consideration, the
board remains committed to its policy of unlocking the estate values at
opportune times and reinvesting the proceeds into agricultural and
property-related activities within South East Asia, where prospective
returns can be shown to be significantly higher than those achievable
from our Malaysian plantations. At the time of any such sales, the board
will give consideration to the payment of special dividends whose
amounts will depend upon the scale and nature of the reinvestment
programme.
It is difficult to place a specific timing on the realisation of asset
values other than that it is likely to be phased and will naturally be
influenced by demand. This, in turn, will be influenced by the state of
the Malaysian economy in general and the property market in particular.
Currently, as referred to in the "Bertam Properties" section above, the
market remains lacklustre although there is still evidence of demand for
raw land in Malaysia which clearly is a point in the Group's favour. In
the meantime, the Group estates will continue to be managed as
effectively and productively as possible.
Preliminary results (unaudited)
The board announces the following unaudited results and proposed
dividend for the year ended 31 December 2002:-
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the year ended 31 December 2002
2002 2001
£'000 £'000
Turnover 3,530 3,053
Cost of sales (2,603) (3,005)
-------- --------
Trading profit 927 48
Administrative expenses (865) (858)
Exchange differences 126 (118)
Income from fixed-asset 443 529
investments
Gain on sale of tangible 267 1,087
fixed assets - property
-------- --------
Group operating profit 898 688
Share of operating profit 1,547 1,706
in associates
-------- --------
Total operating profit 2,445 2,394
Exceptional items (note 3)
Gain on sale of fixed assets 159 249
(excluding property)
Fundamental group 74 (877)
reorganisation
-------- --------
Profit on ordinary activities 2,678 1,766
before interest
Interest receivable 504 714
-------- --------
Profit on ordinary activities 3,182 2,480
before taxation
Tax on profit on ordinary (869) (544)
activities (note 2)
-------- --------
Profit on ordinary activities 2,313 1,936
after taxation
Equity dividends paid (1,530) (2,392)
and proposed (note 1)
-------- --------
Profit/(loss) retained for 783 (456)
the financial year
======== ========
Basic earnings per 10p share 7.99p 6.45p
(note 4)
======== ========
Diluted earnings per 10p share 7.97p 6.45p
(note 4)
======== ========
All operations are classed as continuing.
CONSOLIDATED BALANCE SHEET
At 31 December 2002
2002 2001
£'000 £'000 £'000 £'000
Fixed assets
Tangible assets 18,899 20,850
Investments 19,890 20,239
------ ------
38,789 41,089
Current assets
Stocks 880 613
Debtors 6,444 8,363
Investments 5,804 9,237
Cash at bank and 441 137
in hand
------ ------
13,569 18,350
------ ------
Creditors: Amounts falling
due within one year
Trade creditors 26 34
Other creditors including 502 636
taxation
Equity dividend proposed 1,530 1,492
------ ------
2,058 2,162
------ ------
Net current assets 11,511 16,188
------ ------
Total assets less 50,300 57,277
current liabilities
Creditors: Amounts
falling due after
more than one year (173) (185)
Provisions for liabilities (41) -
and charges
------ ------
Net assets 50,086 57,092
====== ======
Capital and reserves
Called-up share capital 2,798 2,994
Share premium account 952 952
Revaluation reserve 20,269 21,780
Capital redemption reserve 604 408
Capital reserve 828 828
Merger reserve (520) (520)
Share of associated
undertakings' reserves 8,890 8,718
Profit and loss account 16,265 21,932
------ ------
Total equity shareholders' 50,086 57,092
funds
====== ======
CONSOLIDATED CASH-FLOW STATEMENT
For the year ended 31 December 2002
2002 2001
£'000 £'000
Net cash inflow/(outflow) from 1,410 (679)
operating activities
Returns on investments and 1,394 1,474
servicing of finance
Taxation (623) (224)
Capital expenditure and 269 (1,057)
financial investment
Equity dividends paid (1,492) (2,056)
------- -------
Net cash inflow/(outflow)
before management of
liquid resources and 958 (2,542)
financing
Management of liquid
resources
Decrease in short-term 2,914 2,148
deposits
Financing
Purchase of own shares (3,795) (108)
------- -------
Increase/(decrease) 77 (502)
in cash
======= =======
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
For the year ended 31 December 2002
2002 2001
£'000 £'000
Profit attributable to 2,313 1,936
members of the Company
Unrealised share of
associated undertakings' (16) (529)
reserves
Exchange differences
on foreign-currency (3,901) 794
net investments
Previously unrealised
profit on sale of land
to associated undertaking (77) (287)
released to profit
and loss account on sale
of land by associate
------- -------
Total recognised gains and
losses relating to (1,681) 1,914
the year
======= =======
NOTES
1) Equity dividends paid and proposed
Paid 2002 2001
£'000 £'000
Special interim dividend nil
(2001 - 3p per 10p share) - 900
======= =======
Proposed
The board recommends a final dividend of 5.5p per 10p share (2001
- 5.0p)
2002 2001
Amount per 10p share 5.5p 5.0p
Cost £1,530,000 £1,492,000
Payable on or after 10-06-2003 21-06-2002
Record date 09-05-2003 10-05-2002
Ex-dividend date 07-05-2003 08-05-2002
2) Tax on profit on 2002 2001
ordinary activities
£'000 £'000
United Kingdom corporation tax at 30%
(2001 - 30%) 499 117
Double taxation relief (321) (117)
------- -------
178 -
Adjustment relating to prior years (4) (6)
Overseas taxation 242 316
------- -------
416 310
Associated undertakings' taxation 409 234
------- -------
825 544
Deferred tax 44 -
------- -------
869 544
======= =======
3) Exceptional items 2002 2001
£'000 £'000
Gain on sale of fixed assets
(excluding property)
Loss/(profit) on sale of
tangible fixed assets (11) 2
(excluding property)
Share of associated
undertakings' gains 1 -
on sale of tangible
fixed assets
Share of associated
undertakings' gains 15 -
on sale of fixed-asset
investments
Gains on sale of fixed-asset 154 247
investments
------- -------
159 249
Fundamental group reorganisation
Merger credit/(costs) 74 (877)
------- -------
233 (628)
======= =======
4) Basic and diluted earnings per share
The calculation of basic earnings per 10p share is based on profits of
£2,313,000 and on 28,941,150 shares which was the average number of
shares in issue during the year. The calculation of basic earnings per
10p share in 2001 is based on profits of £1,936,000 and on 30,007,266
shares, which was the average number of shares in issue during that
year.
The calculation of diluted earnings per 10p share in 2002 is based on
profits of £2,313,000 and on 29,030,708 shares, which was the diluted
average number of shares in issue during the year. There was no dilution
of earnings per 10p share in 2001. The additional shares used in the
calculation of the 2002 diluted earnings per share represent an
adjustment made for shares under option.
5) Financial information
The financial information set out in the announcement does not
constitute the Company's statutory accounts for the years ended 31
December 2002 or 2001. The financial information for the year ended 31
December 2001 is derived from the statutory accounts for that year which
have been delivered to the Registrar of Companies. The auditors reported
on those accounts; their report was unqualified and did not contain a
statement under section 237(2) or (3) of the Companies Act 1985. The
statutory accounts for the year ended 31 December 2002 will be finalised
on the basis of the financial information presented by the directors in
this preliminary announcement and will be delivered to the Registrar of
Companies following the Company's annual general meeting.
6) Timetable
The report and financial statements will be despatched to shareholders
on 9 May 2003 and the annual general meeting will be held on 9 June
2003.
7) Distribution
Copies of the full report and financial statements for the year ended 31
December 2002 will be available from M. P. Evans (UK) Limited, 3
Clanricarde Gardens, Tunbridge Wells, Kent TN1 1HQ on and after 9 May
2003.
By order of the board
M. P. Evans (UK) Limited
Secretaries
30 April 2003
Enquiries: Peter Hadsley-Chaplin
Philip Fletcher
Telephone: 01892 516333
Fax: 01892 518639
E-mail: peterhc@mpevans.co.uk
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