Share Name Share Symbol Market Type Share ISIN Share Description
Omega International Group LSE:OME London Ordinary Share GB00B00J0S40 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  +0.00p +0.00% 106.50p 0.00p 0.00p - - - 0 06:30:09
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Health Care Equipment & Services - - - - 30.08

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22/12/200813:11Omega International165

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cyberpost: Recommended Cash Offer (Omega) RNS Number : 0334K Omega International Group PLC 12 December 2008 Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada or Japan, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such other jurisdiction. ANNOUNCEMENT FOR IMMEDIATE RELEASE 12 December 2008 RECOMMENDED CASH OFFER FOR Omega INTERNATIONAL GROUP PLC ("Omega") BY Omega BIDCO LIMITED ("Bidco") Summary The Directors of Bidco and the Independent Directors of Omega are pleased to announce the terms of a recommended cash offer to be made by Bidco for the whole of the issued and to be issued share capital of Omega (other than the Omega Shares subject to the Exchange Agreements). Highlights The Offer is being made at a price of 108 pence in cash for each Omega Share. In addition, if the Offer is declared unconditional in all respects, Omega Shareholders on the register on 12 December 2008 will be entitled to an additional dividend of 2 pence per Omega Share for the year ending 31 December 2008 (the "Additional Dividend"). The payment of the Additional Dividend, will be made as soon as practicable, but no later than 14 days, after the Offer is declared unconditional in all respects. Omega Shareholders on the register on 12 December 2008 will also be paid the interim dividend of 0.94 pence per Omega Share in respect of the six months ended 27 June 2008 (the ''Interim Dividend''). The Interim Dividend will be paid, irrespective of whether or not the Offer is declared unconditional in all respects, on 9 January 2009. The Offer values the entire issued share capital of Omega at approximately £30.5 million. The Offer and Additional Dividend together represent a premium of approximately 74.60 per cent. over the Closing Price of 63 pence per Omega Share on 11 December 2008, the last Business Day prior to the issue of this Announcement and the commencement of the Offer Period. Including the Interim and Additional Dividends, Omega Shareholders will receive under the terms of the Offer a total cash payment of 110.94 pence per Omega Share, a premium of approximately 76.10 per cent. over the Closing Price of 63 pence per Omega Share on 11 December 2008, the last Business Day prior to the commencement of the Offer Period. If the Offer lapses and Omega Shareholders are therefore not entitled to the Additional Dividend, then the Omega Board will consider a final dividend for the year ending 31 December 2008 in accordance with Omega's usual annual final dividend timetable and any payment due is expected to be made in July 2009. Bidco was formed specifically for the purpose of making the Offer and is a wholly owned subsidiary of Omega Topco Limited ("Topco"). Both Bidco and Topco are newly incorporated companies in England and Wales. Following the Offer becoming or being declared unconditional in all respects, Bidco and Topco will be controlled and wholly owned by the Management Team. In view of the involvement of the Management Team in the Offer, and the esulting conflicts of interest, an independent committee of the Board of Omega comprising Prudence Margaret Leith and Kevin McDonald has been formed to consider the terms of the Offer on behalf of Omega Shareholders. The Independent Directors, who have been so advised by ING Corporate Finance, consider the terms of the Offer to be fair and reasonable, and unanimously recommend that all Omega Shareholders accept the Offer. In providing advice to the Independent Directors, ING Corporate Finance has taken into account the commercial assessments of the Independent Directors. Bidco has received irrevocable undertakings from the Omega Directors, including the Independent Directors, and irrevocable undertakings and a letter of intent from certain other Omega Shareholders to accept or procure the acceptance of the Offer in respect of a total of 17,769,370 Omega Shares, representing, in aggregate, approximately 62.92 per cent. of the existing issued share capital of Omega. Further details of these undertakings are set out in the following Announcement. In addition, Bidco has conditionally agreed to acquire 1,815,400 Omega Shares pursuant to the Exchange Agreements. The Offer has significant support from Omega Shareholders, with Bidco having secured irrevocable undertakings and a letter of intent in respect of, or having conditionally agreed to acquire, a total of 19,584,770 Omega Shares representing approximately 69.35 per cent. of the existing issued share capital of Omega. Bidco will despatch the Offer Document to Shareholders and, for information only, to holders of share options in Omega, and publish it on Omega's website (, as soon as practicable. Commenting on the Offer, Kevin McDonald, Independent Director, said: "Given the current trading outlook for the UK retail sector, the Independent Directors believe Omega Shareholders are unlikely to be able to realise value similar to the Offer in the medium term. Moreover, as the Offer is at a significant premium to the current Omega Share Price, it represents an opportunity for shareholders to realise their entire investment in Omega at a time of great economic and stock market uncertainty." Francis Galvin, Chief Executive Officer of Bidco said: "I am pleased that we have been able to raise the necessary funding to announce the recommended cash offer for Omega. In the current economic environment, the management team believes that the interests of employees and other stakeholders will be best served by taking the company back into private ownership. The offer represents a very significant premium of approximately 75% to the current Omega share price and it is being recommended to shareholders by the Independent Directors and their financial advisers."
oranges: pbracken, that is good news, have they been mopping up some of the overhang? what do you think the short term outlook is for Omega (insofar as share price).
oranges: After todays positive trading statement I would have expected a significant ticking up of the share price. Did anyone attend the AGM, if so, how did it go?
neefax: Interesting days ahead, company due to announce full year figures Thursday! However what will be more interesting is the accompanying statement, I think that substancial investment is on the agenda, its a lean outfit, costs very much under control, increase in share price will probably result as investors will hold on and new investors will need to pay more, imho.
peladon: Omega International Group PLC 24 March 2005 For Immediate Release 24 March 2005 OMEGA INTERNATIONAL GROUP PLC MAIDEN FINAL RESULTS Omega International Group PLC, a leading UK manufacturer of branded kitchen furniture, today announces its maiden final results for the year ended 31 December 2004. Omega was successfully admitted to AIM in April 2004, raising £9.5 million. KEY POINTS Increase 2004 2003 • Turnover 20% £21.3m £17.8m • Operating Profit 41% £4.1m £2.9m • Pre tax profit 47% £3.9m £2.6m • Basic earnings per share 8% 8.3p 7.7p • Adjusted earnings per share* 32% 10.2p 7.7p • Successful admission to AIM in April 2004 raising £2.25m of new money, used primarily to redeem all of the Group's preference shares and to pay related dividend liabilities • Dividend of 1.5p per share proposed payable on 8 July 2005 to shareholders recorded on the register on 10 June 2005 * Adjusted for an exceptional tax credit and preference dividend Commenting on the results Chairman, Bob Murray, said: 'I am delighted to be reporting these strong results. The Directors are confident that the product launches in 2005, together with improved distribution, will lead to further growth in volumes, margins and profit.' For further information, please contact: Omega International Group plc: Tel: 01405 743 333 Francis Galvin: Group Chief Executive Martin Levitt: Finance Director Buchanan Communications: Tel: 020 7466 5000 Mark Edwards e-mail: Nicola Cronk Notes to editors: The Group's core business is the design, manufacture and marketing of branded kitchen furniture through three main brands: Sheraton, Omega and Chippendale. These three brands are sold throughout the UK, mainly to independent retailers. The Group's manufacturing, distribution and sales facilities are located in its 205,000 square ft. purpose built factory complex in Thorne, Doncaster, adjacent to the M18 motorway. CHAIRMAN'S STATEMENT I am pleased to report that the year ended 31 December 2004 reflected a period of significant achievement and importance for the Group. The Company was successfully admitted to the Alternative Investment Market of the London Stock Exchange on 13 April 2004. This achieved a key objective and allowed the Company to redeem all remaining preference shares and to pay in full the associated dividend liabilities. The increase in our share price since flotation reflects how well the listing was received. The financial performance of the Group has been robust with turnover at a record £21.3m (2003:£17.8m). We recorded a 47% gross margin (2003:44%) and an operating margin of 19% (2003:16%). Operating profit has grown by 41% to £4.1m which reflects economies of scale and improved efficiencies on incremental volumes. Cash flow has been strong, allowing the early repayment of some £1.3m of long term debt. The Directors are proposing a maiden dividend of 1.5p per ordinary share payable on 8 July 2005. The Group's strategy continues to focus strongly on increased development of its kitchen brands and expanded distribution through independent retail outlets nationwide in the replacement and new build markets. Current trading is in line with expectations and the Directors are confident that the product launches in 2005, together with improved distribution, will lead to further growth in volumes, margins and profit. On behalf of the Group, I would like to thank all of our customers and suppliers as well as our own skilled and dedicated staff, who now number over 200, for their support, commitment and energy throughout the year. R S MURRAY CBE FCCA CHAIRMAN 23 March 2005 CHIEF EXECUTIVE'S REPORT Omega's three brands Sheraton, Omega Kitchens and Chippendale Kitchens are distributed and sold through a national network of specialist kitchen outlets, the majority of which are independent retailers. Omega had a very good year with progress being made in all areas of the business. The Group continued with its investment in expanding and strengthening its display base on all three brands by taking on new displaying dealers as well as adding displays of new kitchen ranges within existing outlets. During 2004 Omega also increased its focus on sales activity in the South where historically its distribution has not been as concentrated. This ongoing initiative is expected to gain momentum throughout 2005 and make an increased contribution to the business. New product development continues to be a key area for the Group. Twenty new kitchens were launched during 2004 across all three brands helping to improve yields per outlet as well as refreshing the mix of kitchens on display nationally. Omega continues to work closely with its displaying outlets, utilising its national sales force to motivate dealers and their staff as well as constructing tailored marketing packages including showroom layouts, staff training, CAD planning and quotations, product promotions and support materials. Our modest market share should allow us to continue with our growth plans even if market conditions ease. The operational side of the business also made significant progress. Production volumes increased by around 20% in line with sales growth and manufacturing volumes per operative improved by over 18% in the year. Service levels remained consistently high, averaging 96 % of all kitchens being despatched complete and on time to our dealers or their customers' home addresses. The Group continues with its successful formula into 2005, targeting additional new display outlets and further strengthening the existing display network. Four new kitchens have been launched into Sheraton this month and a new product development programme for Omega Kitchens and Chippendale Kitchens is now underway with launches planned for September 2005. FRANCIS GALVIN CHIEF EXECUTIVE 23 March 2005 FINANCIAL REVIEW Trading Turnover grew by 20% to £21.3m from £17.8m in 2003. Increased volumes and improved cost controls allowed gross margins to reach 47% up from 44% in 2003. Further, operational efficiencies allowed operating margins to reach 19 % for the year compared with 16% in 2003. Unusual items The consolidated profit and loss account includes a tax charge that is much lower than the statutory rate of 30%. This arose from statutory deductions of £3 million available to the Group through the exercise of EMI share options by the Executive Directors on the flotation of the Company. On flotation, all the Company's previously issued preference shares were redeemed together with deferred dividend payments of £1.4 million arising on redemption. In view of the significance of these unusual items, an adjusted earnings per share calculation has been presented that excludes their impact on reported results. Cashflow The placing of new shares on flotation and the exercise of options raised £2.06 million net of expenses which was used mainly to redeem the remaining preference shares and to pay the deferred dividend referred to above. Operating cash flows at £4.9 m against £1.8 million in 2003 reflected both the improved profitability and control of working capital, especially stock levels which reduced slightly year on year. Capital expenditure totalled £0.7m, leaving the remainder of cash flows, after the payment of £0.6m in Corporation Tax, to service and reduce net debt. Capital structure The Group is now funded by equity and medium term borrowings from Lloyds TSB Bank plc. Early repayments of the ten year loan from the bank have resulted in a year end balance of £2.1 million (2003 - £3.8 million). Other borrowings at the beginning of the year of £1.3 million were repaid in full, leaving net gearing of 15% at year end. Both medium and short term facilities are payable in sterling and carry interest linked to base rate. Treasury The Group's current policy is to use floating interest rates on its debt and any surplus funds are placed on deposit daily. However, when commitments allow, early repayments will continue to be made on the medium term debt rather than placing funds on deposit. About one third of the Group's purchases of material are made in Euros. It is the Group's policy to purchase Euros using forward options when rates are favourable. This though is usually for less than the next half year's purchases and the purchase of forward currency, if any, is delegated to the Finance and Operations Directors, acting together. MARTIN LEVITT FCA FINANCE DIRECTOR 23 March 2005 CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2004 Notes Audited Audited 2004 2003 £'000 £'000 Turnover 2 21,326 17,845 Cost of sales (11,232) (9,922) Gross profit 10,094 7,923 Other operating expenses (6,007) (5,018) Operating profit 4,087 2,905 Net interest payable (230) (277) Profit before tax 3,857 2,628 Tax on profit on ordinary activities 3 (266) (792) Profit for the financial year 3,591 1,836 Dividends 4 (1,827) (94) Retained profit for the year 1,764 1,742 Basic and diluted earnings per share (pence) 5 8.3 7.7 Basic and diluted adjusted earnings per share (pence) 5 10.2 7.7 All activities of the Group are continuing. There is no material difference between reported and historical cost profits and losses. There were no recognised gains and losses for both of the years ended 31 December 2003 and 2004 other than the profit for the year. CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2004 Notes Audited Audited 2004 2003 £'000 £ '000 Fixed assets Intangible assets 22 29 Tangible assets 11,832 11,897 11,854 11,926 Current assets Stocks 3,125 3,386 Debtors 3,363 3,176 Cash 327 - 6,815 6,562 Creditors: amounts falling due within one year (4,468) (5,640) Net current assets 2,347 922 Total assets less current liabilities 14,201 12,848 Creditors: amounts falling due after more than one year (1,806) (3,658) Provision for liabilities and charges (535) (459) Net assets 11,860 8,731 Capital and reserves Called-up share capital 2,776 2,977 Share premium account 1,563 - Capital redemption reserve 3,096 2,746 Revaluation reserve 4,440 4,462 Profit and loss account (15) (1,454) Shareholders' funds 6 11,860 8,731 Attributable to: Equity interests 11,860 6,641 Non-equity interests - 2,090 Shareholders' funds 11,860 8,731 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 Notes Audited Audited 2004 2003 £'000 £'000 Net cash inflow from operating activities 7 4,878 1,816 Returns on investments and servicing of finance Interest paid (234) (277) Preference dividends paid (1,426) (122) Net cash outflow from returns on investments and servicing of finance (1,660) (399) Taxation (620) - Capital expenditure and financial investment Purchase of tangible fixed assets (669) (1,011) Sale of tangible fixed assets 30 62 Grants received for capital expenditure 23 - Net cash used for capital expenditure and financial investment (616) (949) Net cash inflow before use of liquid resources and financing 1,982 468 Financing Issue of shares 2,550 - Costs of share issue (488) - Redemption of preference shares (700) (1,300) Bank loans - 4,275 Repayment of bank loans (1,929) (3,914) Repayment of other loan (50) (100) Net cash outflow from financing (617) (1,039) Increase/(decrease) in cash in the year 8 1,365 (571) NOTES TO THE PRELIMINARY ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 1. BASIS OF PREPARATION The audited consolidated financial information for the year ended 31 December 2004 has been prepared in accordance with applicable UK accounting standards and the accounting policies disclosed in the Group's accounts for the year ended 31 December 2003. The financial information included in this announcement has been extracted from the audited financial statements for the years ended 31 December 2004 and 2003. The content of this announcement has been agreed with the Company's auditors. This preliminary announcement does not constitute the Group's financial statements. The Group's 2004 Annual Report and Financial Statements, on which the Company's auditors, PricewaterhouseCoopers LLP, have given an unqualified opinion in accordance with Section 235 of the Companies Act 1985, are to be delivered to the Registrar of Companies. The Group's 2003 accounts, which contain an unqualified audit report, have been filed with the Registrar of Companies. Copies of the Group's 2004 Annual Report and Financial Statements will be posted to all shareholders during April 2005. 2. TURNOVER Turnover, operating profits and net assets are derived from within the United Kingdom and are from the Group's principal activity of the manufacture and marketing of branded consumer products. 3. TAX ON PROFIT ON ORDINARY ACTIVITIES a) Analysis of charge in year Audited Audited 2004 2003 £'000 £'000 Current tax UK Corporation tax on profit for the year 188 618 Adjustment for prior years 2 - 190 618 Deferred tax Deferred tax at 30% 71 183 Adjustment for prior years 5 (9) 76 174 Tax on profit on ordinary activities 266 792 NOTES TO THE PRELIMINARY ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 3. TAX ON PROFIT ON ORDINARY ACTIVITIES (continued) b) Factors affecting tax charge for the year The taxation assessed for the year is lower than the standard rate of 30% as set out below- Audited Audited 2004 2003 £'000 £'000 Profit on ordinary activities before taxation 3,857 2,628 Profit on ordinary activities multiplied by the standard rate of corporation tax in the UK of 30% (2003 - 30%) 1,157 788 Expenses not deductible for tax purposes 25 13 Capital allowances in excess of depreciation (65) (106) Short term timing differences (6) (1) Utilisation of tax losses brought forward - (76) Statutory deduction for exercise of share options (900) - Effect of small companies and marginal tax rates (23) - Adjustment in respect of prior years 2 - 190 618 c) Factors that may affect future current tax charges Future tax charges are expected to increase as all brought forward losses have been utilised, the significant statutory deduction on the exercise of share options is not expected to recur, and the excess of capital allowances over depreciation is expected to fall over the next few years. 4. DIVIDENDS Audited Audited 2004 2003 £'000 £'000 Equity Proposed final dividend of 1.5p per share 416 - Non-Equity Regular dividends paid 26 122 Appropriation of profit in respect of preference shares (15) (28) Deferred dividend paid 1,400 - 1,411 94 Total dividends 1,827 94 5. EARNINGS PER SHARE Basic earnings per share of 8.3p (2003:7.7p) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share reflect the adjustment of the weighted average number of ordinary shares in issue to assume conversion of all dilutive potential ordinary shares, being outstanding share options. NOTES TO THE PRELIMINARY ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 5. EARNINGS PER SHARE (continued) The number of shares has been adjusted to calculate earnings per share as though the 10 for 1 share split on 13 April 2004 had been in effect throughout both 2003 and 2004. Weighted average number of shares: Audited Audited 2004 2003 For basic earnings per share 26,356,537 22,770,000 Share options 48,510 - For diluted earnings per share 26,405,047 22,770,000 The share options outstanding at 31 December 2003 were not dilutive under the provisions of FRS14. The dilution above at 31 December 2004 does not give rise to a difference between basic and diluted earnings per share. The earnings attributable to ordinary shareholders used in the calculation of basic and diluted earnings per share reflect: Audited Audited 2004 2003 £'000 £'000 Profit for the period 3,591 1,836 Dividends - non equity (1,411) (94) 2,180 1,742 Adjusted earnings used in the calculation of basic and diluted earnings per share reconciles to basic earnings as follows: Audited Audited 2004 2003 £'000 £'000 Basic earnings (as above) 2,180 1,742 Exceptional tax credit generated by the exercise of Directors' share options immediately prior to flotation (900) - Deferred preference dividend payable on flotation 1,400 - Adjusted earnings 2,680 1,742 Adjusted earnings per share is provided in order that the effect of these one-off items can be fully appreciated. NOTES TO THE PRELIMINARY ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 6. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS Audited Audited 2004 2003 £'000 £'000 Profit for the year 3,591 1,836 Preference dividends (1,411) (94) Preference share redemptions (700) (1,300) Ordinary dividends (416) - Share option expense 3 - Issue of ordinary shares 2,550 - Cost of share issue (488) - Net addition to shareholders' funds 3,129 442 As at 1 January 8,731 8,289 As at 31 December 11,860 8,731 7. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES Audited Audited 2004 2003 £'000 £'000 Operating profit 4,087 2,905 Depreciation and amortisation 518 444 (Profit)/loss on disposal of fixed assets 14 (1) Share option expense 3 - Grant released from deferred income (39) (35) (Increase)/decrease in stocks 261 (1,045) Increase in debtors (210) (431) Increase/(decrease) in creditors 244 (21) Net cash inflow from operating activities 4,878 1,816 8. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT Audited Audited 2004 2003 £'000 £'000 Increase/(decrease) in cash 1,365 (571) Net decrease/(increase) in debt 1,979 (262) 3,344 (833) Net debt at 1 January (5,117) (4,284) Net debt at 31 December (1,773) (5,117)
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