ENSOR HOLDINGS PLC - Interim Results for Four Months to 31 July 2016

13 September 2016

Ensor Holdings PLC

("Ensor", the "Group" or the "Company")

Interim results for the four months to 31 July 2016

Chairman’s Statement

I thought that this would be an appropriate moment to give you an Ensor update, particularly as there have been a number of significant events since our year-end last March.

As previously advised, we are currently in the process of selling our subsidiary companies, land holdings and other assets of the Group. The aim is to realise value which is to be returned to shareholders and this process is now at an advanced stage.

In July this year we successfully completed the sale of two businesses, Technocover Limited and OSA Door Parts Limited. Both businesses were sold at a significant premium to their balance sheet asset values, realising a gain to the Group of £5.9 million. I would like to say thank you to all those people I have worked with at Technocover and OSA, for the very successful years together.

There now remain two Ensor subsidiary companies, Ellard and Wood’s Packaging, both of which are being actively marketed.

The first four months of trading in this current year, for Ellard and Wood’s, is ahead of the result at the same time last year. We are cautiously optimistic for the full year, but remain constantly aware of the impact of exchange rates on our costs. We are working hard to maintain margins in a competitive market and have been able to offset some of the effects of a weakened pound by forward buying of currency.

Our 31 July 2016 balance sheet includes the book values of Ellard, Wood’s, our land holding at Brackley and over £10m of cash.

As we are unsure when sales of Ellard, Wood’s and the Brackley land will be completed, we feel that this would be a suitable time to make an interim capital distribution to shareholders, with a further capital distribution proposed when they are completed. However, due to uncertainty over the tax treatment of such a distribution, we do not propose to do so at this time.

I know this has been an intriguing time for shareholders and therefore may I thank you for your continued interest.

K A Harrison TD
Chairman
13 September 2016

Consolidated Income Statement
for the four months ended 31 July 2016                                                                                      

		Unaudited 4 months 31/7/16	Unaudited 12 months  31/3/16
	Note	£’000	£’000
Continuing operations
Revenue		4,281	12,069
Cost of sales		(3,181)	(8,720)
		______	______
Gross profit		1,100	3,349
Administrative expenses		(726)	(2,149)
		______	______
Operating profit before exceptional administrative income		374	1,200
Exceptional administrative income:
Gain on disposal of assets classified as held-for-sale		-	785
Gain on disposal of fixed assets		-	207
Gain on disposal of subsidiary companies	2	5,923	168
		______	______
Operating profit		6,297	2,360
Finance costs		(23)	(42)
		______	______
Profit before tax		6,274	2,318
Income tax expense	3	(70)	(283)
		______	______
Profit for the period on continuing operations		6,204	2,035
Discontinued operations	4	133	1,193
		______	______
Profit for the period attributable to equity shareholders of the parent company		6,337	3,228
		______	______
Earnings per share
On ordinary activities excluding exceptional gains and discontinued operations		0.9p	2.9p
On exceptional gains including taxation		19.8p	3.9p
		______	______
Continuing operations including taxation		20.7p	6.8p
Discontinued operation including taxation		0.5p	4.0p
		______	______
Earnings per share	3	21.2p	10.8p
		______	______

Consolidated Statement of Comprehensive Income

Profit for the period attributable to equity shareholders			6,337	3,228
Actuarial loss			(66)	(3,462)
Income tax relating to components of other comprehensive income			13	579
			______	______
Total comprehensive income attributable to equity shareholders of the parent company			6,284	345
			______	___ __

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

Consolidated Statement of Financial Position
at 31 July 2016

		Unaudited 31/7/16	Audited 31/3/16
		£’000	£’000
ASSETS
Non-current assets
Property, plant & equipment		402	520
Intangible assets		1,074	1,074
Deferred tax asset		485	590
		______	______
Total non-current assets		1,961	2,184
		______	______
Current assets
Assets held for sale		530	530
Assets of disposal group held for sale		-	7,252
Inventories		2,390	2,382
Trade and other receivables		3,669	4,359
Cash and cash equivalents		10,764	1,536
		______	______
Total current assets		17,353	16,059
		______	______
Total assets		19,314	18,243
		______	______
LIABILITIES
Non-current liabilities
Borrowings		-	(1,065)
		______	______
Total non-current liabilities		-	(1,065)
		______	______
Current liabilities
Borrowings		-	(795)
Liabilities of disposal group held for sale		-	(2,803)
Current income tax liabilities		(73)	(73)
Trade and other payables		(1,775)	(2,325)
		______	______
Total current liabilities		(1,848)	(5,996)
		______	______
Total liabilities		(1,848)	(7,061)
		______	______
NET ASSETS		17,466	11,182
		______	______
EQUITY
Share capital		3,082	3,082
Share premium		552	552
Retained earnings		13,832	7,548
		______	______
Total equity attributable to equity shareholders of the parent company		17,466	11,182
		______	______

Consolidated Statement of Changes in Equity
for the four months ended 31 July 2016

                                             Attributable to equity shareholders of the parent company

	Issued Capital	Share Premium	Revaluation Reserve	Retained Earnings	Total Equity
	£’000	£’000	£’000	£’000	£’000
Balance at 1 April 2016	3,082	552	-	7,548	11,182
Total comprehensive income				6,284	6,284
	______	______	______	______	______
Balance at 31 July 2016	3,082	552	-	13,832	17,466
	______	______	______	______	______
Balance at 1 April 2015	3,082	552	140	7,676	11,450
Total comprehensive income	-	-	-	345	345
Dividends paid	-	-	-	(613)	(613)
Transfer of surplus to retained earnings on disposal of properties			(140)	140	-
	______	______	______	______	______
Balance at 31 March 2016	3,082	552	-	7,548	11,182
	______	______	______	______	______

Consolidated Cash Flow Statement
for the four months ended 31 July 2016              

	Unaudited 4 months  31/7/16	Audited  12 months  31/3/16
Cash flows from operating activities
Profit for the period attributable to equity shareholders	6,337	3,228
Cash benefit of profits transferred with disposals	(179)	-
Depreciation charge	45	662
Finance costs	23	42
Income tax expense	105	584
Profit on disposal of subsidiary companies	(5,923)	(168)
(Profit)/loss on disposal of property, plant & equipment	(3)	(191)
Gain on disposal of assets classified as held for sale	-	(785)
Amortisation of intangible asset	8	33
	_______	_______
Operating cash flow before changes in working capital	413	3,405
(Increase)/decrease in inventories	(447)	424
(Increase)/decrease in receivables	217	1,179
Increase/(decrease) in payables	(48)	(1,907)
	_______	_______
Cash generated from operations	135	3,101
Interest paid	(23)	(42)
Income taxes paid	-	(561)
	_______	_______
	112	2,498
Pension fund deficit payment	-	(5,601)
	_______	_______
Net cash generated from/(used in) operations	112	(3,103)
	_______	_______
Cash flows from investing activities
Proceeds from disposal of property, plant & equipment	25	926
Proceeds from sale of assets held for sale	-	2,968
Proceeds from sales of subsidiaries, net of deferred consideration and associated costs	11,403	1,275
Acquisition of property, plant & equipment	(84)	(674)
	_______	_______
Net cash generated from investing activities	11,344	4,495
	_______	_______
Cash flows from financing activities
Equity dividends paid	-	(613)
Funding received under new finance leases	-	241
Amounts repaid in respect of finance leases	(219)	(44)
New bank loans	-	2,000
Bank loan repayments	(1,962)	(472)
	_______	_______
Net cash generated from/(used in) financing activities	(2,181)	1,112
	_______	_______
Net increase in cash and cash equivalents	9,275	2,504
Cash and cash equivalents at beginning of period	1,489	(1,015)
	_______	_______
Cash and cash equivalents at end of period	10,764	1,489
	________	________

Notes to the Interim Report

1.      Basis of preparation

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

The unaudited results for the four months ended 31 July 2016 have been prepared in accordance the same accounting policies as are disclosed in those statutory accounts, other than the departure from International Financial Reporting Standards (“IFRSs”) detailed below, which has been made in order to enhance the information available to shareholders in this instance.  The unaudited results do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006.

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

                1.1  Definition of discontinued operations

                Certain of the disposals of subsidiaries made in this period and the prior year do not fulfil the strict requirements of IFRS 5 for classification as discontinued operations, because of their size in relation                 to the rest of the group.  However, we have elected to present these businesses as discontinued, in both periods, in order that the continuing operations of the group are comparable and show the                 results for only those businesses that remain within the group’s control at the period end.

2.    Gain on disposal of subsidiary companies

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

3.    Income tax expense

       The income tax expense is calculated using the estimated tax rate for the year ended 31 March 2017.  Tax has not been provided against the exceptional gains on disposals of subsidiaries because such gains are exempted under the Substantial Shareholdings Exemption granted by the Taxation of Chargeable Gains Act 1992.

4.    Discontinued operations

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

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

5.    Earnings per share

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

Enquiries

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

Stockdale Securities Ltd: Robert Finlay / Rose Ramsden - 020 7601 6100

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