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Name | Symbol | Market | Type |
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Ft Fdn | LSE:FDN | London | Exchange Traded Fund |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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8.00 | 0.36% | 2,248.50 | 2,239.50 | 2,257.50 | 2,257.25 | 2,234.00 | 2,241.00 | 492 | 16:24:59 |
RNS Number:0504D Fieldens PLC 29 October 2002 FOR IMMEDIATE RELEASE: 8.15AM, 29 OCTOBER 2002 FIELDENS PLC ('FIELDENS' OR 'THE COMPANY') PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2002 Key Points: * Disposal of the principal operating assets of Fieldens tyre, wheel and all-terrain vehicle business on 11 October 2002 for a maximum cash consideration of #367,000 and an undertaking by the purchaser to pay all trade creditors of the business. * Announcement of the conditional acquisition of CamAxys Limited ('CamAxys') for a maximum total consideration of #1.5 million, on a debt free basis, to be satisfied by the issue of up to 4,989,321 new ordinary shares in Fieldens at a price of 30p per share, which is broadly comparable to the net assets per share of the Company following the disposal. * Cash balances at 30 June 2002 of #409,430 (11 October 2002: approximately #463,000) and freehold site owned by the Company at Starhouse, Stowmarket under option to purchaser of tyre and wheel supply business to buy at net book value of #405,000 as at 11 October 2002. Derek Bonham, Chairman of Fieldens, commented: "After a much longer time than I would have wished, we have now identified a business that the directors believe affords suitable potential to take the company forward. The Admission Document and circular to shareholders dated 29 October 2002 set out our proposal to acquire the share capital of CamAxys, a leading European supplier of software-based environment, occupational health and safety ('EHS') management systems. CamAxys operates in an area that is of growing importance to a very wide variety of organisations, both in the UK and overseas. The company has some specific competitive attractions at present and with it will come directors experienced at quoted company board level who will help us to maximise the potential for our future development in this and related fields." For further information: Andrew Arends, Fieldens PLC Tel: 07767 238 864 Graham Shore/Jonathan Nelson, Shore Capital Tel: 020 7408 4090 CHAIRMAN'S STATEMENT The report and accounts that accompany this chairman's statement show that for the year to 30 June 2002 there was a reduced operating loss after tax and interest, but before exceptional items, of #23,400 (2001: #48,773 loss) on marginally higher sales of #3.31m (2001: #3.17m). The exceptional item relates to provisions made against the carrying values of certain assets recognised in the disposal of the Starhouse operating business. The modest profit of the core operating business was offset by central costs including those arising from our acquisition search and which I referred to when reporting the results for the first half of the year. After a much longer time than I would have wished, we have now identified a business that the directors believe affords suitable potential to take the company forward. The Admission Document and circular to Shareholders dated 29 October 2002 set out our proposal to acquire the share capital of CamAxys, a leading European supplier of software-based environment, occupational health and safety (EHS) management systems. CamAxys operates in an area that is of growing importance to a very wide variety of organisations, both in the UK and overseas. The company has some specific competitive attractions at present and with it will come directors experienced at quoted company board level who will help us to maximise the potential for our future development in this and related fields. The directors have long felt that our agricultural tyre, wheel and machinery business operations would not be core in the new strategy. As previously announced, on 11 October, we entered into an unconditional agreement with Newco (ATV Tyre and Wheel) Limited for the sale of the operating assets of the tyre, wheel and all terrain vehicle business. The maximum cash consideration receivable by the Company under the terms of the Transaction is approximately #367,000, comprising an initial cash payment of #279,000 and deferred consideration of up to #88,000, payable over the next six months plus an undertaking from the buyer to pay all the trade creditors of the operating business. Fieldens will retain its existing cash balances of #463,000 as at 11 October 2002 and also retains the freehold of the Starhouse, Suffolk site together with some of the stock of the business being sold. I hope that you share our enthusiasm for the new direction now being proposed and look forward to reporting further developments in future. Our plans for CamAxys involve further investment in the company and we are consequently proposing to acquire CamAxys's shares by exchanging them for new shares of our own, thereby preserving as much of our cash resources as possible for investment in the development of CamAxys. The directors do not recommend payment of an ordinary dividend for the year just ended. I would like once again to thank the employees of the Stowmarket based operations of the company for their efforts over the last year and wish them well under the new team. Mr David Morley, the managing director of the Starhouse business, joined NewCo and resigned as a director on 11 October. Mr. Simon Smith, the financial controller and Company Secretary, also joined NewCo. I would like to thank both of them for their contributions to the company. As a result of the sale of the original Starhouse business and the launch of a new strategic direction, both Mrs Barbara Fielden and Mr Bob Steel have resigned from the Board. Mrs Fielden, with her husband John founded the Starhouse business and floated it on AIM in 1996 and has contributed much as director to its development. Bob Steel joined the company as a director in 1997 in difficult circumstances and has made significant contributions to the management of the Starhouse business as well as to the evolution of the new strategy. We thank them both for their efforts. Derek Bonham Chairman REVIEW OF OPERATIONS The first half of the year saw a partial recovery from a very quiet corresponding period in the previous year. By contrast, the second half saw no progress on the previous year's second half. For the year as a whole sales were just 4 per cent. higher than last year. The market for agricultural wheels and tyres appears to have settled down at the low level of recent years. Such product innovations as have come forward in recent times have not yet had a market impact that is accessible to us. Margins were improved on steady sales and we believe there is scope for some further improvement. The all terrain vehicle (ATV), garden machinery and power equipment division, which surpassed #1m sales for the first time last year, again recorded an advance in sales. The better margins from the expanded servicing operation were partly offset by price competition on new equipment sales. The Cheetah bead-seating tool was re-sourced during the year to improve margins. An initial delay from a new supplier caused some loss of sales so that the increased contribution was less than expected. As disclosed elsewhere, on 11 October, we entered into an unconditional agreement to sell the operating assets of the Starhouse business. We offer our best wishes for the continued success of the business going forward and out thanks to all employees for their efforts over the past year. Andrew Arends Chief Executive PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 2002 Notes 2002 2001 # # Turnover 2 3,314,982 3,173,530 Cost of sales (2,749,077) (2,657,662) Gross Profit 565,905 515,868 Selling and distribution costs (263,900) (239,148) Administrative expenses (337,949) (350,153) Operating loss 3 (35,944) (73,433) Exceptional item 4 (179,000) - Loss on ordinary activities before interest (214,944) (73,433) and tax Interest receivable and similar income 5 13,068 18,006 Loss on ordinary activities before taxation (201,876) (55,427) Tax on loss on ordinary activities 6 245 6,654 Loss on ordinary activities after taxation (201,631) (48,773) Dividends 7 (25) (25) Retained loss transferred to reserves (201,656) (48,798) Earnings per ordinary share 8 Undiluted (4.03) p (0.98) p Diluted (4.03) p (0.98) p The company has no recognised gains or losses other than the loss for the year. All amounts relate to continuing operations. The retained loss for the year is equivalent to the historical cost loss. Movements on reserves are set out in Notes 15 to 17 to the financial statements. BALANCE SHEET AS AT 30 JUNE 2002 Notes 2002 2001 # # # # FIXED ASSETS Tangible assets 9 436,522 531,627 CURRENT ASSETS Stocks 10 569,492 706,642 Debtors 11 499,359 489,361 Cash at bank and in hand 409,430 421,996 1,478,281 1,617,999 CREDITORS Amounts falling due within one year 12 (586,552) (619,719) NET CURRENT ASSETS 891,729 998,280 TOTAL ASSETS LESS CURRENT LIABILITIES 1,328,251 1,529,907 CAPITAL AND RESERVES Called up share capital 14 252,500 252,500 Share premium account 15 799,195 799,195 Profit and loss account 16 229,056 430,712 Capital redemption reserve 17 47,500 47,500 Shareholders' Funds (including 18 1,328,251 1,529,907 non-equity interests) Approved by the Board on 28 October 2002 K A Arends Director CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2002 Notes 2002 2001 # # # # Net cash inflow from operating activities 1 30,015 41,720 Returns on investments and servicing of finance Interest received 13,068 18,006 Taxation Corporation tax refunded/(paid) 7,870 (16,554) Capital expenditure and financial investment Payments to acquire tangible fixed assets (68,379) (35,802) Receipts from sales of tangible assets 4,910 7,346 Net cash outflow from capital expenditure and financial investment (63,469) (28,456) Non equity dividend paid (50) 0 (Decrease)/Increase in cash 2 (12,566) 14,716 NOTES TO THE CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2002 2002 2001 # # 1. Reconciliation of operating loss to net cash inflow from operating activities Operating loss (35,944) (73,433) Depreciation of tangible assets 54,365 51,403 Loss/(Profit) on disposal of tangible assets 4,209 (868) Decrease/(Increase) in stocks 58,150 (63,183) (Increase)/Decrease in debtors (17,623) 25,384 (Decrease)/Increase in creditors (33,142) 102,417 Net cash inflow from operating activities 30,015 41,720 2. Reconciliation of net cash flow to movement in net funds # # (Decrease)/Increase in cash in the period (12,566) 14,716 Net funds at 1 July 2001 421,996 407,280 Net funds at 30 June 2002 409,430 421,996 3. Major non-cash transactions Provisions of #100,000 and #79,000 respectively have been made against the carrying values of fixed assets and stock, as disclosed in note 4 to the financial statements. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2002 1. ACCOUNTING POLICIES 1.1 Accounting convention The financial statements have been prepared using applicable accounting standards under the historical cost convention. 1.2 Turnover Turnover represents amounts receivable for goods and services provided in the year, net of VAT and trade discounts. 1.3 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write-off the cost less estimated residual value of each asset over its expected useful life, as follows:- Plant & Machinery - 25% reducing balance Fixtures, Fittings & Equipment - 25% reducing balance Motor Vehicles - 33% reducing balance Freehold buildings are written off on a straight line basis over 25 years. No depreciation charge is made in respect of freehold land. 1.4 Operating leases Rentals payable under operating leases are charged against income on a straight line basis over the lease term. 1.5 Stocks Stock is valued at the lower of cost and net realisable value. Cost is determined on an average cost basis as an approximation of the FIFO basis. 1.6 Pensions The pension costs charged in the financial statements represent the contributions payable by the company during the year in accordance with Financial Reporting Standard 17. As referred to in note 13 the payments are to an independently administered defined contribution scheme. 1.7 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the profit and loss account. 1.8 Deferred Taxation Following the introduction of FRS19, the company has adopted a policy of full provision for deferred tax liabilities in respect of all timing differences, except for certain exemptions set out in the Standard. Deferred tax assets are only recognised where they arise from timing differences where their recoverability in the short term is regarded as more likely than not. Deferred tax balances are not discounted. The company previously accounted for deferred tax using the liability method on all timing differences which were expected to reverse in the foreseeable future. This represents a change in accounting policy, although the impact of the change is immaterial to the results of the company, and no adjustment has been required to previously reported results and reserves. 2. TURNOVER AND GROSS PROFIT The turnover and gross profit of the company for the year has been derived from its principal activities undertaken throughout the world. Segmental analysis Turnover Turnover Gross Profit Gross Profit 2002 2001 2002 2001 # # # # Tyres and wheels 2,056,582 2,041,566 338,292 305,972 Cheetah bead seating tool 114,708 122,491 42,701 40,223 All terrain vehicles 1,143,692 1,009,473 184,912 169,673 3,314,982 3,173,530 565,905 515,868 The directors do not consider it practical to allocate selling and distribution costs and administrative expenses between business activities so segmental disclosure of results before interest and of net assets is not possible. The analysis of turnover by geographical market destination, all of which originates in the United Kingdom, was as follows:- 2002 2001 # # United Kingdom 3,238,049 3,070,999 Other markets throughout the world 76,933 102,531 3,314,982 3,173,530 2002 2001 3. OPERATING LOSS # # Operating loss is stated after charging: Directors' emoluments 88,596 85,314 Depreciation of tangible fixed assets 54,365 51,403 Loss/(Profit) on disposal of fixed assets 4,209 (868) Operating lease rentals - plant & machinery 4,836 4,836 Auditors' remuneration - Audit fees 10,269 9,828 Auditors' remuneration - Other services 490 250 Net loss on foreign currency conversion 1,025 12 4. EXCEPTIONAL ITEM The exceptional item relates to provisions made against the carrying values of certain assets recognised in the business sale agreement as detailed in note 25 to the financial statements. The provision may be analysed as follows: # Provision against fixed assets 100,000 Provision against stock 79,000 179,000 5. INTEREST RECEIVABLE AND SIMILAR INCOME # # Bank interest receivable 13,068 18,006 6. TAX ON LOSS ON ORDINARY ACTIVITIES a) Analysis of (credits)/charges in the period # # Current taxation Adjustments in respect of previous periods (245) 899 UK corporation tax on profits in the period 0 (7,553) Tax on loss on ordinary activities (245) (6,654) b) Factors affecting the tax charge for the period The tax assessed for the period is different than the standard rate of corporation tax. The differences are explained below: 2002 2001 # # Loss on ordinary activities (201,876) (55,427) Loss on ordinary activities (40,375) (11,085) multiplied by the standard rate of corporation tax in the UK of 20% Expenses not deductible for 3,106 2,132 corporation tax purposes Provision not deductible for 20,000 - corporation tax purposes Depreciation charged in excess of 644 1,400 capital allowances Unrelieved losses carried forward 16,625 - Adjustment to corporation tax (245) 899 charge in respect of previous periods (245) (6,654) 7. DIVIDENDS # # Proposed dividend of 0.05p (2001 - 0.05p) per preference share 25 25 25 25 8. EARNINGS PER SHARE Earnings per ordinary share is calculated by dividing the loss after charging tax and preference dividends of #201,656 (2001 - #48,798), by the weighted average number of ordinary shares in issue during the period of 5,000,000 (2001 - 5,000,000). In accordance with FRS14 the adjustment for fully diluted earnings per share is ignored as it results in a reduced loss per share. 9. TANGIBLE FIXED ASSETS Freehold Fixtures, Land & Plant & Fittings & Motor Buildings Machinery Equipment Vehicles Total # # # # # Cost At 1 July 2001 469,229 191,459 145,667 58,635 864,990 Additions 3,084 16,746 20,743 27,806 68,379 Disposals - (2,492) (6,907) (43,289) (52,688) 472,313 205,713 159,503 43,152 880,681 Depreciation At 1 July 2001 52,361 131,410 100,943 48,649 333,363 On disposals - (1,095) (5,246) (37,228) (43,569) Charge for the year 10,893 16,450 16,367 10,655 54,365 Exceptional Provision - refer to note 4 - 41,256 44,942 13,802 100,000 63,254 188,021 157,006 35,878 444,159 Net book values At 30 June 2002 409,059 17,692 2,497 7,274 436,522 At 30 June 2001 416,868 60,049 44,724 9,986 531,627 Included within Freehold Land & Buildings is non-depreciated land, with a cost of #200,000 (2001 - #200,000). 2002 2001 10. STOCKS # # Finished goods and goods for resale 569,492 706,642 11. DEBTORS # # Amounts recoverable within one year: Trade debtors 430,566 436,459 Prepayments and accrued income 66,768 44,977 Corporation tax - 7,625 Other debtors 2,025 300 499,359 489,361 12. CREDITORS 2002 2001 # # Amounts falling due within one year: Trade creditors 483,444 518,989 Other taxes and social security costs 56,786 50,051 Dividend payable 25 50 Accruals and deferred income 46,297 50,629 586,552 619,719 13. PENSION COSTS Pension costs of #8,634 (2001 - #7,674) represents amounts payable to independently administered defined contribution schemes. 14. SHARE CAPITAL # # Authorised 10,000,000 Ordinary Shares of 5p each 500,000 500,000 50,000 Convertible Preferred Shares of 5p each 2,500 2,500 502,500 502,500 Allotted, called up and fully paid 5,000,000 Ordinary Shares of 5p each 250,000 250,000 50,000 Convertible Preferred Shares of 5p each 2,500 2,500 252,500 252,500 The convertible preferred shares shall be entitled to a dividend of 0.05 pence (net) per share prior to the payment of any dividend on any other class of share in the company, such dividend to be paid yearly in arrears on 31 October in each year. The convertible preferred shares shall rank pari passu with the ordinary shares for the return of capital on a winding up. The convertible preferred shares are convertible into ordinary shares at the option of the holders of the shares at any time on the basis of one ordinary share for every convertible preferred share held provided that the after tax earnings of the company as derived from the then latest audited accounts of the company is equal to or greater than two times the amount that would be required to pay a fixed dividend of 2.4 pence net on the aggregate number of ordinary shares and convertible preferred shares in issue at that time. The convertible preferred shares are also convertible into ordinary shares on the basis of one ordinary share for every convertible preferred share following any part of the share capital of the company being admitted to the Official List of the London Stock Exchange or an offer being made for over 50 percent of the ordinary shares of the company becoming unconditional as to acceptances. The convertible preferred shares do not carry any voting rights. They may be converted in full, but not in part. For details on the share options refer to the directors' report. 15. SHARE PREMIUM ACCOUNT 2002 2001 # # Balance at 1 July 2001 and 30 June 2002 799,195 799,195 16. PROFIT AND LOSS ACCOUNT # # Retained profit at 1 July 2001 430,712 479,510 Retained loss for the year (201,656) (48,798) Retained profit at 30 June 2002 229,056 430,712 17. CAPITAL REDEMPTION RESERVE # # Balance at 1 July 2001 and 30 June 2002 47,500 47,500 18. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 2002 2001 # # Loss before dividends (201,631) (48,773) Dividends (25) (25) Net reduction to shareholders' funds (201,656) (48,798) Opening shareholders' funds 1,529,907 1,578,705 Closing shareholders' funds 1,328,251 1,529,907 Equity interests 1,325,751 1,527,407 Non-equity interests 2,500 2,500 1,328,251 1,529,907 19. DIRECTORS' EMOLUMENTS 2002 2001 # # Emoluments 86,996 83,714 Other pension costs 1,600 1,600 88,596 85,314 During the year the number of directors to whom retirement benefits were accruing under money purchase schemes was 1 (2001 - 1). 20. EMPLOYEES Number of employees The average weekly number of employees (including directors) during the year was: 2002 2001 Number Number Warehouse, 11 13 workshop and distribution Sales 3 4 Administration 8 6 22 23 # # Employment Costs Wages and salaries 433,928 421,348 Social security 40,586 40,194 costs Other pension costs 8,634 7,674 483,148 469,216 21. RELATED PARTY TRANSACTIONS During the year rent inclusive of rates totalling #4,591 (2001 - #4,591) was paid to Mrs B Fielden, who was a director and a shareholder, and Mr J P Fielden, who was a shareholder of the company. The balance outstanding at the year end was #1,265 (2001 - #1,265). This was considered by the directors to be a fair commercial rent for the property. 22. OPERATING COMMITMENTS AND CONTINGENCIES Operating lease commitments The company has a non-cancellable operating lease in respect of plant and machinery with an annual commitment as follows: 2002 2001 # # Leases which expire: Within one year 4,836pa - In the second to fifth years - 4,836pa inclusive Contingencies At 30 June 2002 a H M Customs & Excise Deferment Bond of #15,000 (2001 - #15,000) (maximum contingent liability #30,000) was held by the company's bankers. The bank facilities are secured by a first mortgage debenture being a fixed and floating charge over the company's assets. At 30 June 2002 the company had a contingent liability in relation to guarantees given on some products sold by the company. There are no material liabilities unmatched by guarantees from suppliers. 23. CONTROLLING PARTY The directors consider there to be no ultimate controlling party. 24. INTEREST RATE RISK PROFILE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES Financial assets The Company has no financial assets, other than short-term debtors and an amount of cash held at bank. Financial liabilities After taking into account forward foreign currency contracts entered into by the Company, the interest rate risk profile of the Company's financial liabilities at 30 June 2002 was: Currency Financial liabilities on which no interest is paid # Sterling 564,172 US Dollar 878 Euro 21,502 586,552 At 30 June 2002 the company had forward foreign exchange contracts to the value of #30,174 (2001 - #39,833). Currency exposures As at 30 June 2002, after taking into account the effect of forward exchange contracts the company had no currency exposures. Maturity of financial liabilities The maturity profile of the company's financial liabilities at 30 June 2002 follows those disclosed in notes 12. Borrowing facilities The company has no committed borrowing facilities. Fair values of financial assets and liabilities The fair value of the company's financial assets and liabilities at 30 June 2002 is not materially different from their carrying value. Gains and losses on hedges The company endeavours to enter into forward foreign exchange contracts to eliminate the currency exposures that arise on purchases denominated in foreign currencies immediately those purchases are transacted. Gains and losses on forward foreign exchange contracts arising in the year are disclosed in note 3 to the financial statements. 25. POST BALANCE SHEET EVENT On 11 October 2002 the board signed an unconditional agreement for the sale of the operating assets of the agricultural tyres, wheel and machinery business. The aggregate cash consideration receivable by the company under the terms of the disposal is #367,000, subject to completion accounts, plus an undertaking from the buyer to pay #386,000 to the creditors of the operating business. The company retained its cash balances at the date of sale, the freehold site at Onehouse, and certain stock lines which are expected to be sold to the purchaser over the next twelve months. The freehold site at Onehouse has been leased to the purchaser of the business with an option to buy. On 28 October 2002 the board entered into an agreement, subject to shareholder approval, to purchase the entire share capital of CamAxys Ltd for consideration of up to #1.5 million, on a debt free basis, payable by the issuance of new ordinary shares. CamAxys Ltd produces and supplies software systems to assist the management of workplace safety, occupational health and the environment, primarily for multisite, multinational industrial organisations in the UK, Europe, the Middle and Far East. 26. The Chairman's Statement, the review of operations, the Directors' report and the financial statements for the year ended 30 June 2002 were posted to shareholders on 29 October 2002. Further copies are available on request from the Company's registered office. 27. The Annual General Meeting of Fieldens will be held on 20 November 2002 at 2.30 p.m. at The Byron Suite, De Vere University Arms, Regents Street, Cambridge CB2 1AD. This information is provided by RNS The company news service from the London Stock Exchange END FR LVLLLLBBEFBZ
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