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| Name | Symbol | Market | Type |
|---|---|---|---|
| Cred Ag Co 24 | LSE:64IG | London | Medium Term Loan |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0 | - |
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RNS Number:6697K
Simons & Co Limited
18 October 2006
Simons & Co Limited
Preliminary Statement
Year ended 31 December 2005
DIRECTORS' STATEMENT
The chairman and a director of the company, G M Simon, died on 7 April 2006. The
group is currently in the process of appointing a new chairman.
During the 12 months ended 31 December 2005 the Group has invested a further
#620,000 (2004: #106,000) in the shares of Wellington Market plc and
crystallised a gain of #45,000 on disposal of 120,000 shares. The value of
investments in Wellington Market plc increased by #128,000 (2004: #168,000) in
the year, generating a satisfactory return. The directors expect that
performance to continue for the next accounting period.
Dividends
The dividend of 3.75% net per share due to Preference shareholders for the
period to 30 June 2005 was paid on 1 July 2005 and the dividend of 3.75% net per
share due to Preference shareholders for the period to 31 December 2005 was paid
on 1 January 2006. No additional dividend was declared.
No dividend was declared in respect of the Company's ordinary shares.
J SIMON
Director
Consolidated income statement
for the year ended 31 December 2005
Continuing operations Note 2005 2004
# #
Investment income 20,857 17,729
Other operating income 11,425 9,339
------ ------
Total income 32,282 27,068
Share of results of associates 30,091 6,982
Gains and losses on investments
-(Losses)/gains on fair value through profit or loss
assets (316) (2,638)
-Profit on disposal of available for sale assets 44,979 13,855
------ ------
44,663 11,217
107,036 45,267
Administration expenses (19,305) (9,557)
Finance costs 2 (14,400) (12,373)
Profit before taxation 73,331 23,337
Tax (5,053) -
------ ------
Profit attributable to equity holders of the parent 68,278 23,337
------ ------
Consolidated statement of changes in equity
for the year ended 31 December 2005
Share capital Share premium Other reserves Available for Retained Total
sale reserve earnings
# # # # # #
At 1 January 2004 200,000 140 35,000 127,862 122,234 485,236
Changes in equity for 2004
Available for sale assets
-gains on revaluation
taken to equity - - - 167,557 - 167,557
-transferred to income
statement on sale - - - (14,387) - (14,387)
Tax on items taken directly
to equity - - - (29,103) - (29,103)
------ ------ ------ ------ ------ ------
Net income recognised
directly in equity - - - 124,067 - 124,067
Profit for
the period - - - - 23,337 23,337
------ ------ ------ ------ ------ ------
Total recognised
income and expense - - - 124,067 23,337 147,404
------ ------ ------ ------ ------ ------
At 31 December 2004
and 1 January 2005 200,000 140 35,000 251,929 145,571 632,640
Changes in equity for 2005
Available for sale assets
-gains on revaluation
taken to equity - - - 128,076 - 128,076
-transferred to income
statement on sale - - - (28,286) - (28,286)
Tax on items taken directly - - - (18,960) - (18,960)
to equity
------ ------ ------ ------ ------ ------
Net income recognised
directly in equity - - - 80,830 - 80,830
Profit for
the period - - - - 68,278 68,278
------ ------ ------ ------ ------ ------
Total recognised
income and expense - - - 80,830 68,278 149,108
------ ------ ------ ------ ------ ------
At 31 December 2005 200,000 140 35,000 332,759 213,849 781,748
------ ------ ------ ------ ------ ------
Consolidated balance sheet
at 31 December 2005
Note 2005 2004
# #
Non-current assets
Interests in associates 240,058 209,967
Available for sale investments 3 1,280,746 676,441
--------- ---------
1,520,804 886,408
Current assets
Fair value through profit or loss investments 332 240
Other receivables 28,038 3,047
Cash and cash equivalents 268,167 409,300
--------- ---------
296,537 412,587
Total assets 1,817,341 1,298,995
Current liabilities
Other payables (7,246) (10,602)
Tax liabilities (5,053) -
Borrowings 4 (190,273) -
Preference dividends (6,150) (6,150)
--------- ---------
(208,722) (16,752)
--------- ---------
Net current assets 87,815 395,835
--------- ---------
Non-current liabilities
Other payables (84,816) (255,508)
Borrowings 4 (664,000) (335,000)
Deferred tax liabilities (78,055) (59,095)
--------- ---------
(826,871) (649,603)
--------- ---------
Total liabilities (1,035,593) (666,355)
--------- ---------
Net assets 781,748 632,640
--------- ---------
Consolidated balance sheet (continued)
at 31 December 2005
Group
2005 2004
# #
Equity attributable to equity holders
Share capital 200,000 200,000
Share premium 140 140
Other reserves 35,000 35,000
Available for sale reserve 332,759 251,929
Retained earnings 213,849 145,571
--------- ---------
Total equity attributable to equity holders 781,748 632,640
--------- ---------
Summarised consolidated cash flow statement
for the year ended 31 December 2005
Note 2005 2004
# #
Net cash (used in)/from operating activities (646,006) 48,997
Net cash from financing activities 485,600 92,627
-------- --------
Net (decrease)/increase in cash and cash equivalents (160,406) 141,624
-------- --------
Cash and cash equivalents at beginning of year 409,300 267,676
-------- --------
Cash and cash equivalents at end of year 248,894 409,300
-------- --------
NOTES TO THE PRELIMINARY STATEMENT
1. SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The financial statements have been prepared in accordance with International
Financial Reporting Standards as adopted in the EU (IFRSs) for the first time.
The disclosures required by IFRS 1 concerning the transition from UK GAAP to
adopted IFRSs are given in note 5. The group has chosen to adopt IAS 32 and IAS
39 retrospectively from 1 January 2004.
The financial statements have been prepared on the historical cost basis, except
for the revaluation of certain financial instruments. The principal accounting
policies adopted are set out below.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the company and entities controlled by the company (its subsidiaries) made up to
31 December each year. Control is achieved where the company has the power to
govern the financial and operating policies of an investee entity so as to
obtain benefits from its activities.
On acquisition, the assets and liabilities and contingent liabilities of a
subsidiary are measured at their fair values at the date of acquisition. Any
excess of the cost of acquisition over the fair values of the identifiable net
assets acquired is recognised as goodwill. Any deficiency of the cost of
acquisition below the fair values of the identifiable net assets acquired (i.e
discount on acquisition) is credited to profit and loss in the period of
acquisition.
The results of subsidiaries acquired or disposed of during the year are included
in the consolidated income statement from the effective date of acquisition or
up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements for
subsidiaries to bring the accounting policies used into line with those used by
the group.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Investments in associates
An associate is an entity over which the group is in a position to exercise
significant influence, but not control or joint control, through participation
in the financial and operating decisions of the investee.
The results and assets and liabilities of associates are incorporated in these
financial statements using the equity method of accounting, except when
classified as held for sale. Investments in associates are carried in the
balance sheet at cost as adjusted by post- acquisition changes in the group's
share of the net assets of the associate, less any impairment in the value of
individual investments. Losses of the associates in excess of the group's
interest in those associates are not recognised.
Any excess of the cost of acquisition over the group's share of the fair values
of the identifiable net assets of the associate at the date of acquisition is
recognised as goodwill. Any deficiency of the cost of acquisition below the
group's share of the fair values of the identifiable net assets of the associate
at the date of acquisition (i.e discount on acquisition) is credited to profit
or loss in the period of acquisition.
Where a group company transacts with an associate of the group, profits and
losses are eliminated to the extent of the group's interest in the relevant
associate. Losses may provide evidence of an impairment of the asset transferred
in which case appropriate provision is made for impairment.
Income
Dividend income from investments is recognised when the shareholders' rights to
receive payment has been established.
Interest income is accrued on a time basis, by reference to the principal amount
outstanding at the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of
the financial asset to that asset's net carrying amount.
Taxation
The tax expense represents the sum of the tax payable and deferred tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expenses that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method. Deferred
tax liabilities are recognised for taxable temporary differences arising on
investments in subsidiaries and associates except where the group is able to
control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at rates that are expected to apply in the period
when the liability is settled or the asset is realised. Deferred tax is charged
or credited in the income statement, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with
in equity.
Financial instruments
Financial assets and financial liabilities are recognised on the group's balance
sheet when the group becomes a party to the contractual provisions of the
instrument.
Investments
Investments are recognised and derecognised on the trade date, the date on which
the group commits to purchase or sell the asset. Investments are initially
recognised at fair value.
Investments are classified as either fair value through profit of loss or
available for sale and are measured at subsequent reporting dates at fair value,
which is either the bid price or the last traded price, depending on the
convention of the exchange on which the investment is quoted. Where securities
are designated upon initial recognition as fair value through profit or loss,
gains and losses arising from changes in fair value are included in net profit
or loss for the period and transaction costs on acquisition or disposal of the
security are expensed. For available for sale investments, gains and losses
arising from changes in fair value are recognised directly in equity, until the
security is disposed of or determined to be impaired, at which time the
cumulative gain or loss previously recognised in equity is included in the net
profit or loss for the period. For available for sale equity securities,
transaction costs on acquisition are capitalised, and the profit or loss on
disposal is calculated net of transaction costs on disposal.
Other receivables
Other receivables do not carry any interest and are short term in nature and are
accordingly stated at their nominal value as reduced by appropriate allowances
for estimated irrecoverable amounts.
Financial liabilities
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument is
any contract that evidences a residual interest in the assets of the group after
deducting all of its liabilities. Financial liabilities and equity instruments
are recorded at the proceeds received net of issue costs.
Cash and cash equivalents
Cash and cash equivalents comprise short-term bank deposits with an original
maturity of three months or less. The carrying amount of these assets
approximates their fair value. The credit risk on liquid funds is limited
because the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds
received, net of direct issue costs. Finance charges, including premiums payable
on settlement or redemption and direct issue costs, are accounted for on an
accrual basis in the income statement using the effective interest method and
are added to the carrying amount of the instrument to the extent that they are
not settled in the period in which they arise.
Cumulative preference shares
The cumulative preference shares have been classified as liabilities, as they
represent a contractual obligation on behalf of the group to deliver to their
holders a fixed annual income and a fixed and determinable amount at redemption
and therefore meet the IAS32 definition of liabilities. They are accordingly
accounted for at amortised cost , using the effective interest rate method.
Other payables
Other payables are not interest bearing and are stated at their nominal value.
2. FINANCE COSTS
2005 2004
# #
Interest on bank loans and overdrafts 2,100 73
Preference dividends 12,300 12,300
------ ------
14,400 12,373
3. AVAILABLE FOR SALE INVESTMENTS
2005 2004
# #
1 January 2005 676,441 452,109
Additions 620,229 105,525
Disposals (144,000) (48,750)
Revaluation surplus transfer to equity 128,076 167,557
-------- --------
31 December 2005 1,280,746 676,441
4. BORROWINGS
2005 2004
# #
Current
Bank overdraft 19,273 -
Loan note 171,000 -
-------- --------
190,273 -
Non-current
Bank loans 500,000 -
Loan note - 171,000
Preference shares 164,000 164,000
-------- --------
664,000 335,000
-------- --------
2005 2004
# #
The borrowings are repayable as follows:
On demand or within one year 190,273 -
In the second year 500,000 171,000
In the third to fifth years inclusive - -
After 5 years 164,000 164,000
-------- --------
854,273 335,000
Less amounts due for settlement within 12 months
(shown under current liabilities) (190,273) -
-------- --------
Amount due for settlement after 12 months 664,000 335,000
-------- --------
5. EXPLANATION OF TRANSITION TO IFRSs
This is the first year that the company has presented its financial statements
under IFRS. The following disclosures are required in the year of transition.
The last financial statements under UK GAAP were for the year ended 31 December
2004 and the date of transition to IFRS was therefore 1 January 2004.
Group reconciliation of equity at 1 January 2004 (date of transition to IFRSs)
Note UK GAAP Effect of IFRS
transition to
IFRS
Non-current assets
Interests in associates 202,985 - 202,985
Available for sale investments i 294,255 157,853 452,108
-------- -------- --------
497,240 157,853 655,093
Current assets
Fair value through profit or loss
investments ii 7,780 - 7,780
Other receivables 23,647 - 23,647
Cash and cash equivalents 267,676 - 267,676
-------- -------- --------
299,103 - 299,103
-------- -------- --------
Total assets 796,343 157,853 954,196
Current liabilities
Trade and other payables (13,705) - (13,705)
Preference dividends (6,150) - (6,150)
-------- -------- --------
(19,855) - (19,855)
-------- -------- --------
Net current assets 279,248 - 279,248
Non-current liabilities
Borrowings iii (66,000) (164,000) (230,000)
Trade and other payables (189,114) - (189,114)
Deferred tax liabilities iv - (29,992) (29,992)
-------- -------- --------
(255,114) (193,992) (449,106)
-------- -------- --------
Total liabilities (274,969) (193,992) (468,961)
-------- -------- --------
Net assets 521,374 (36,139) 485,235
-------- -------- --------
Equity
Share capital iii 364,000 (164,000) 200,000
Share premium 140 - 140
Other reserves 35,000 - 35,000
Available for sale reserve i, iv - 127,861 127,861
Retained earnings 122,234 122,234
-------- -------- --------
Total equity 521,374 (36,139) 485,235
-------- -------- --------
5. EXPLANATION OF TRANSITION TO IFRSs (continued)
Group reconciliation of equity at 31 December 2004 (date of last UK GAAP
financial statements)
Note UK GAAP Effect of IFRS
transition to
IFRS
Non-current assets
Interests in associates 209,967 - 209,967
Available for sale investments i 365,417 311,024 676,441
-------- -------- --------
575,384 311,024 886,408
Current assets
Fair value through profit or loss
investments ii 240 - 240
Other receivables 3,047 - 3,047
Cash and cash equivalents 409,300 - 409,300
-------- -------- --------
412,587 - 412,587
-------- -------- --------
Total assets 987,971 311,024 1,298,995
Current liabilities
Trade and other payables (10,602) - (10,602)
Preference dividends (6,150) - (6,150)
-------- -------- --------
(16,752) - (16,752)
-------- -------- --------
Net current assets 395,835 - 395,835
Non-current liabilities
Borrowings iii (171,000) (164,000) (335,000)
Trade and other payables (255,508) - (255,508)
Deferred tax liabilities iv - (59,095) (59,095)
-------- -------- --------
(426,508) (223,095) (649,603)
-------- -------- --------
Total liabilities (443,260) (223,095) (666,355)
-------- -------- --------
Net assets 544,711 87,929 632,640
-------- -------- --------
Equity
Share capital iii 364,000 (164,000) 200,000
Share premium 140 - 140
Other reserves 35,000 - 35,000
Available for sale reserve i,iv - 251,929 251,929
Retained earnings 145,571 - 145,571
-------- -------- --------
Total equity 544,711 87,929 632,640
-------- -------- --------
5. EXPLANATION OF TRANSITION TO IFRSs (continued)
Notes to the reconciliation of equity
i Available for sale investments were previously held at historical cost. IAS39
states that available for sale investments should be held at fair value,
which is equivalent to their market value at the balance sheet date.
Gains and losses arising from changes in fair value are recognised directly
in equity.
ii Fair value through profit or loss investments were previously held at the
lower of cost and net realisable value. IAS39 requires such investments to be
recognised at fair value. There is no impact to the value of fair value
through profit or loss investments as a result of this change as the net book
value was lower than cost and equivalent to fair value of the investments.
iiiPreference shares were previously held as non-equity in the balance sheet.
IAS32 states that preference shares should be reclassified as financial
liabilities.
iv The impact of the temporary difference basis of IAS12 requires deferred tax
to be provided on all revaluations.
5. EXPLANATION OF TRANSITION TO IFRSs (continued)
Group reconciliation of profit or loss for the year ended 31 December 2004
Note UK GAAP Effect of IFRS
transition to
IFRS
Continuing operations
Investment income 17,729 - 17,729
Other operating income i,iii 2,750 6,589 9,339
-------- -------- --------
Total income 20,479 6,589 27,068
Other operating expenses i (5,388) 5,388 -
Share of results of
associates ii 8,042 (1,060) 6,982
Net interest receivable iii 9,037 (9,037) -
Gains and losses on investments
-Losses on fair value
through profit or loss
investments i - (2,638) (2,638)
-Profit on disposal of
available for sale assets 13,855 - 13,855
-------- -------- --------
13,855 (2,638) 11,217
Administrative expenses (9,557) - (9,557)
Finance costs iii,iv - (12,373) (12,373)
-------- -------- --------
Profit before taxation 36,468 (13,131) 23,337
-------- -------- --------
Tax ii (831) 831 -
-------- -------- --------
Profit attributable to
the equity holders of
the parent 35,637 (12,300) 23,337
-------- -------- --------
Dividends on non-equity
shares iv (12,300) 12,300 -
-------- -------- --------
Retained profit for the
year 23,337 - 23,337
-------- -------- --------
5. EXPLANATION OF TRANSITION TO IFRSs (continued)
Notes to the reconciliation of profit or loss
i Transactions previously disclosed within other operating income and other
operating expenses related to fair value through profit or loss investments.
Under IAS32 these are disclosed as gains/(losses) on fair value through
profit or loss investments. Other operating income under IFRS relates to bank
deposit interest receivable.
ii Previously, the share of the associates' operating profit, finance costs and
tax charge were shown separately. Under IAS1 the share of profit of
associates attributable to equity holders of the associates is included after
tax.
iiiInterest receivable and interest payable were previously netted off on the
face of the income statement. Under IFRS, interest receivable is disclosed
within other operating income as it forms part of the operating activities of
the group. Interest payable is disclosed within finance costs.
iv Dividends on preference shares were previously disclosed below profit for the
financial year. Under IAS32 dividends on preference shares are disclosed
within finance costs.
Explanation of material adjustments to the cashflow statement for 2005
Other than causing a restatement of the format, the introduction of IFRS has not
significantly impacted the consolidated or company cashflow statement or the
numbers contained therein.
6. PRELIMINARY STATEMENT
This preliminary statement, which has been agreed with the auditors, was
approved by the Board on 17 October 2006. It is not the company's statutory
accounts. The statutory accounts for the year ended 31 December 2004 have been
delivered to the Registrar of Companies and received an audit report which was
unqualified and did not contain statements under s237 (2) or (3) of the
Companies Act 1985. The statutory accounts for the year ended 31 December 2005
have not yet been approved, audited or filed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR ZVLFFQBBEFBK
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