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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Poole Invest. | LSE:PIV | London | Ordinary Share | GB0007176901 | ORD 5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 5.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:1703Q
Poole Investments PLC
16 August 2005
POOLE INVESTMENTS PLC
Chairman's Statement
Results for the year ended 31 May 2005
Operational results
The results for the year show that operating costs and interest were covered by
property income to leave a small profit before tax. At this stage in the
planning process, referred to under strategy, only a small cost relating to this
has been incurred. Interest remains the primary cost and this includes an
element relating to the cost of deferral of repayment of the bank loan which is
part of the loan agreement.
Our accounting policy, as set out in the Notes to the Accounts, states that
Investment Properties are accounted for in accordance with SSAP 19 such that
Investment Properties are revalued annually. The surplus or deficit on
revaluation is transferred to the revaluation reserve, and no depreciation is
provided for. The Directors have consulted with their advisers and are of the
view that there has been no material increase or decrease in the market value of
the Investment Property during the year. Accordingly no adjustment has been made
to its book value. The Company's only significant asset is a 9.5 acre plot of
land in Hamworthy, Poole.
Name Change
Following passing of a special resolution at the 2004 Annual General Meeting,
the Company changed its name from Pilkington's Tiles Group plc to Poole
Investments plc and issued the appropriate announcements including a note in the
interim results posted to shareholders in February 2005.
Strategy
As reported in the interim results the board has commenced work which it is
hoped will lead to submission of a planning application for the freehold
property at Poole. Architects, environmental consultants and transport advisers
have been appointed to assist this process. For the time being the Company will
continue to lease the site to its former subsidiary, Pilkington's Tiles Limited.
The freehold property forms part of an area that the local authority, Poole
Council, wants to see regenerated. This regeneration includes the building of a
second bridge, known as the Twin Sails Bridge, which would connect Poole and
Hamworthy, where our land is located. Consultations will continue with Poole
Council to ascertain how, a successful and economically viable planning
application can be achieved. Poole Council has stated that Regeneration remains
a top priority and is essential for the whole future of the town of Poole. They
have advanced the Twin Sails Bridge project to the stage where a Transport and
Works Act public enquiry will start on 27 September this year. The hearing is
expected to last for up to four weeks with a decision on the application
expected by spring 2006. From the Company's perspective the primary requirement
is to ensure that any planning application made by your Company achieves a
planning mix that will provide sufficient value to merit pursuing. In
discussions with the Council this will continue to be made clear as well as a
willingness to cooperate with the Council.
Balance Sheet
During the year all costs relating to the disposal of the former operating
businesses have been paid and monies due in connection with agreements have been
received.
Shareholders should be mindful that once the planning process gets underway,
costs will be incurred in carrying out this process. This will have some effect
on trading results in the next financial year. Excluding these costs, everything
is being done to minimize expenditure and property income should continue to
cover finance costs and day to day expenses much as in 2005.
H A Palmer
Chairman
16 August 2005
Consolidated Profit and Loss Account
for the year ended 31 May 2005
12 months ended 14 months ended 31 May
31 May
2005 2004 2004 2004
Total Before Exceptional Total
Exceptional costs
costs
Notes #'000 #'000 #'000 #'000
______________________________________________________________________________
Turnover
Rental income 2 337 - - -
Sales from discontinued
operations 2 - 35,120 - 35,120
______________________________________________________________________________
2 337 35,120 - 35,120
Changes in stocks of
finished goods and
work in progress - 18 - 18
Raw materials and
consumables - 13,972 - 13,972
Other external charges 75 10,281 - 10,281
Staff costs 4 - 9,788 - 9,788
Depreciation of tangible
fixed assets - 2,097 - 2,097
Amortisation of goodwill - 53 - 53
______________________________________________________________________________
75 36,209 - 36,209
Operating profit/(loss):
Continuing operations 2 262 - - -
Discontinued operations 2 - (1,089) - (1,089)
______________________________________________________________________________
2 262 (1,089) - (1,089)
Loss on closure of
discontinued operations 11 - - (37,331) (37,331)
Interest payable and
similar charges 5 (261) (466) - (466)
Profit/(loss) on ordinary
activities before taxation
2&3 1 (1,555) (37,331) (38,886)
Taxation 6 - 484 - 484
______________________________________________________________________________
Profit/(loss) for the
financial year 1 (1,071) (37,331) (38,402)
Dividends
- ordinary dividend paid 8 - - - -
- ordinary dividend
proposed 8 - - - -
______________________________________________________________________________
Profit/(loss) transferred
to reserves 18 1 (1,071) (37,331) (38,402)
______________________________________________________________________________
Earnings/(loss) per
ordinary share
- basic 9 0.00p (0.58p) (20.76p)
- diluted 9 0.00p (0.58p) (20.76p)
A statement of movements on reserves is set out in Note 18.
Note of Historical Cost Profits and Losses
for the year ended 31 May 2005
12 months 14 months
ended ended
31 May 31 May
2005 2004
#'000 #'000
______________________________________________________________________________
Reported profit/(loss) on ordinary activities
before taxation 1 (38,886)
Realisation of property revaluation gains of
previous periods - 431
______________________________________________________________________________
Historical cost profit/(loss) on ordinary
activities before taxation 1 (38,455)
Historical cost profit/(loss) on ordinary
activities after taxation and dividends 1 (37,971)
______________________________________________________________________________
Consolidated Statement of Total Recognised Gains and Losses
for the year ended 31 May 2005
12 months 14 months
ended ended
31 May 31 May
2005 2004
#'000 #'000
______________________________________________________________________________
Profit/(loss) for the financial year 1 (38,402)
Revaluation of freehold property _ 2,640
______________________________________________________________________________
Total recognised gains and losses relating to the
year 1 (35,762)
______________________________________________________________________________
Reconciliation of Group Shareholders' Funds
for the year ended 31 May 2005
12 months 14 months
ended ended
31 May 31 May
2005 2004
#'000 #'000
______________________________________________________________________________
Total recognised gains and losses 1 (35,762)
Goodwill reinstated on disposal of subsidiaries _ 25,227
Opening shareholders' funds 1,703 12,238
______________________________________________________________________________
Shareholders' funds at 31 May 1,704 1,703
______________________________________________________________________________
Balance Sheets
as at 31 May 2005
Group Company
31 May 31 May 31 May 31 May
2005 2004 2005 2004
Notes #'000 #'000 #'000 #'000
Fixed assets:
Tangible assets 10 4,750 4,750 4,750 4,750
Investments 11 _ _ _ _
__________________________________________________________________________
4,750 4,750 4,750 4,750
__________________________________________________________________________
Current assets:
Debtors 12 20 342 20 342
Cash at bank and in hand 170 265 170 265
__________________________________________________________________________
190 607 190 607
__________________________________________________________________________
Creditors:
Amounts falling due within
one year 13 (392) (660) (392) (660)
Net current liabilities (202) (53) (202) (53)
__________________________________________________________________________
Total assets less current
liabilities 4,548 4,697 4,548 4,697
__________________________________________________________________________
Creditors:
Amounts falling due after
more than one year 14 (2,844) (2,994) (2,844) (2,994)
__________________________________________________________________________
Net assets 2 1,704 1,703 1,704 1,703
__________________________________________________________________________
Capital and reserves:
Called up share capital 17 9,247 9,247 9,247 9,247
Special reserve 18 13,130 13,130 13,130 13,130
Revaluation reserve 18 3,790 3,790 - -
Profit and loss account 18 (24,463) (24,464) (20,673) (20,674)
__________________________________________________________________________
Equity shareholders' funds 1,704 1,703 1,704 1,703
__________________________________________________________________________
Consolidated Cash Flow Statement
for the year ended 31 May 2005
Year ended 14 months
31 May 2005 ended
31 May 2004
#'000 #'000
_______________________________________________________________________________
Cash inflow/(outflow) from operating activities
(Note 19) 141 (348)
_______________________________________________________________________________
Returns on investment and servicing of finance:
Interest paid (236) (439)
Interest element of finance lease rental payments - (27)
_______________________________________________________________________________
Net cash outflow from returns on investments and
servicing of finance (236) (466)
_______________________________________________________________________________
Taxation:
UK corporation tax paid - (12)
_______________________________________________________________________________
Tax paid - (12)
_______________________________________________________________________________
Capital expenditure:
Payments to acquire tangible fixed assets - (236)
Receipts from sales of tangible fixed assets - 31
_______________________________________________________________________________
Net cash outflow from investing activities - (205)
_______________________________________________________________________________
Acquisitions and disposals:
Net overdraft transferred with subsidiaries sold _ 2,180
_______________________________________________________________________________
Net cash inflow from acquisitions and disposals _ 2,180
_______________________________________________________________________________
Equity dividends paid - -
_______________________________________________________________________________
Cash (outflow)/inflow before management of liquid
resources and financing (95) 1,149
_______________________________________________________________________________
Management of liquid resources:
Increase in short term deposits (154) -
_______________________________________________________________________________
Net cash outflow from management of liquid resources (154) -
_______________________________________________________________________________
Financing:
Capital element of finance lease rental payments - (202)
New term loans - 4,290
Repayment of term loans - (3,313)
_______________________________________________________________________________
Net cash inflow from financing - 775
_______________________________________________________________________________
(Decrease)/increase in cash (Note 19) (249) 1,924
_______________________________________________________________________________
Notes to the Accounts
for the year ended 31 May 2005
1 Accounting policies
The principal accounting policies that have been adopted in the preparation of
the consolidated accounts of Poole Investments plc are given below.
Basis of accounting
The financial statements are prepared under the historical cost convention
modified to include the revaluation of freehold land and buildings. The
financial statements are prepared in accordance with applicable accounting
standards. The true and fair override provisions of the Companies Act 1985 have
been invoked, see 'Investment Property' below.
Basis of consolidation
The consolidated financial information includes the Company and all its
subsidiary undertakings. The results of subsidiary undertakings acquired or
disposed of are included in the consolidated profit and loss account from the
date of their acquisition or up to the date of their disposal. The purchase
consideration of subsidiary undertakings has been allocated to each class of
asset on the basis of fair value at the date of acquisition with goodwill being
the difference between the purchase consideration and the fair value of the net
separable assets.
No profit and loss account is presented for the Company as provided by Section
230 of the Companies Act 1985.
Investment property
The Group's property at 31 May 2005 and 31 May 2004 is held for long-term
investment. Investment Property is accounted for in accordance with SSAP 19 and
is revalued annually. The surplus or deficit on revaluation is transferred to
the revaluation reserve unless a deficit below original cost, or its reversal,
on the Investment Property is expected to be permanent, in which case it is
recognised in the Profit and Loss account for the year.
Although the Companies Act would normally require the systematic annual
depreciation of fixed assets, the Directors believe that the policy of not
providing depreciation is necessary in order for the financial statements to
give a true and fair view, since the current value of investment properties, and
changes to that current value, are of prime importance rather than a calculation
of systematic annual depreciation. Depreciation is only one of the many factors
reflected in the annual valuation, and the amount which might otherwise have
been included cannot be separately identified or quantified.
Tangible fixed assets
The Company's only fixed asset in the year was an Investment Property. In
previous years all fixed assets were initially recorded at cost. Provision for
depreciation was made so as to write off the cost or valuation of tangible fixed
assets, on a straight-line basis, over the expected useful economic lives of the
assets concerned. The principal annual rates used for this purpose were:
Freehold buildings 2%
Freehold land used as a quarry 4%
Plant and machinery 7.5%
Motor vehicles 20%
Computer equipment and software 20%-30%
Furniture, fittings, office equipment 20%
No depreciation is provided on land. The carrying values of tangible fixed
assets are reviewed for impairment in periods if events or changes in
circumstances indicate that the carrying value may not be recoverable. Interest
on borrowings to finance major capital projects is capitalized up to the date of
completion.
Foreign currency
Transactions in foreign currencies are recorded at the rate of exchange at the
date of the transaction or, if hedged, at the forward contract rate. Monetary
assets and liabilities denominated in foreign currencies at the balance sheet
date are reported at the rates of exchange prevailing at that date or, if
appropriate, at the forward contract rate. Any gain or loss arising from a
change in exchange rates subsequent to the date of the transaction is included
as an exchange gain or loss in the profit and loss account.
Turnover
Turnover for the year ended 31 May 2005 represents gross rents receivable from
investment property. In the previous period turnover represented the invoiced
value of goods and services supplied and work completed on contracts after trade
discounts. A prudent assessment of claims and variations considered recoverable
was recognised in the accounts. Any differences between the final settlements on
contracts and the turnover previously recognised were included in subsequent
accounts. Turnover excludes VAT and sales between Group undertakings.
Deferred taxation
Deferred taxation is provided on all timing differences that have originated but
not reversed by the balance sheet date, calculated at the rate at which it is
anticipated the timing differences will reverse based on tax rates and laws
enacted or substantively enacted at the balance sheet date. This is subject to
deferred taxation assets only being recognised if it is considered more likely
than not that there will be suitable profits from which the future reversal of
the underlying timing differences can be deducted. Deferred taxation is not
provided on timing differences arising from the revaluation of fixed assets
where there is no commitment to sell the asset. Deferred tax assets and
liabilities are not discounted.
Pension costs
Post the sale of its operating subsidiaries on 28 May 2004 the Company does not
operate a pension scheme. Further details are given in note 16 to these
accounts.
Notes to the Accounts
for the year ended 31 May 2005
2 Segmental information
The analysis of gross income by business group and geographical area and of
profit or loss before taxation and net assets by business group is set out
below:
12 months ended 14 months ended
31 May 2005 31 May 2004
#'000 #'000
_______________________________________________________________________________
(a) Analysis of turnover by business group
Continuing operations
Rental income 337 -
_______________________________________________________________________________
337 -
Discontinued operations:
Sales
Terrazzo - 3,577
Raised access flooring - 3,404
Ceramics _ 28,139
_______________________________________________________________________________
Total turnover 337 35,120
_______________________________________________________________________________
12 months ended 14 months ended
31 May 2005 31 May 2004
#'000 #'000
_______________________________________________________________________________
(b) Analysis of turnover by destination
UK & Republic of Ireland 337 34,406
Other Europe - 552
Rest of the world - 162
_______________________________________________________________________________
Total turnover 337 35,120
_______________________________________________________________________________
All turnover originates from the United Kingdom.
12 months 14 months
ended ended
31 May 2005 31 May 2004
#'000 #'000
_______________________________________________________________________________
(c) Profit/(loss) before tax by business
group
Continuing operations
Property investment 262 -
Discontinued operations
Terrazzo - 211
Raised access flooring - 218
Ceramics - (1,198)
Supply & fix - (39)
Central costs - (281)
_______________________________________________________________________________
262 (1,089)
Exceptional costs - (37,331)
_______________________________________________________________________________
262 (38,420)
Finance costs (261) (466)
_______________________________________________________________________________
Profit/loss before taxation 1 (38,886)
_______________________________________________________________________________
Exceptional costs in 2004 relate to the loss on disposal of operations and
comprise #8,640,000 in respect of ceramics, #2,688,000 relating to terrazzo and
#459,000 relating to raised access flooring; unallocated amounts are goodwill
previously written-off to reserves of #25,227,000 and disposal costs #317,000.
12 months 14 months
ended ended
31 May 2005 31 May 2004
#'000 #'000
_______________________________________________________________________________
(d) Net assets (all UK) by business group
Investment Property 4,750 4,750
Tax and other corporate items (92) (212)
Net debt (2,954) (2,835)
_______________________________________________________________________________
Net assets 1,704 1,703
_______________________________________________________________________________
Notes to the Accounts
for the year ended 31 May 2005
3 Loss on ordinary activities before taxation
(a) This is stated after charging: 12 months 14 months
ended ended
31 May 2005 31 May 2004
#'000 #'000
_______________________________________________________________________________
Depreciation and amounts written off tangible
fixed assets:
- owned - 1,875
- held under finance leases and hire
purchase contracts - 221
Hire of plant and machinery under
operating leases - 223
Auditors' remuneration 8 42
Auditors' non audit fees - 72
_______________________________________________________________________________
Auditors' remuneration includes #8,000 (2004: #10,000) in respect of the
Company.
(b) Operating costs comprise:
12 months ended 14 months ended
31 May 2005 31 May 2004
#'000 #'000
__________________________________________________________________________
Changes in stocks of finished goods and
work in progress - 18
Raw material - 13,972
Other external charges 75 10,281
Staff costs - 9,788
Depreciation - 2,097
Amortisation - 53
__________________________________________________________________________
75 36,209
__________________________________________________________________________
4 Staff costs
Particulars of employees (including executive Directors), including redundancy
costs, are as follows:
2005 2004
#'000 #'000
____________________________________________________________________________
Wages and salaries - 8,440
Social security costs - 732
Other pension costs - 616
____________________________________________________________________________
- 9,788
____________________________________________________________________________
The average monthly number of persons employed by the Group during the year
was as follows:
2005 2004
____________________________________________________________________________
No.
Production and distribution - 196
Contract work - 10
Sales and administration - 126
____________________________________________________________________________
- 332
____________________________________________________________________________
Notes to the Accounts
for the year ended 31 May 2005
Directors' remuneration
12 months ended 4 Months ended 14 Months ended
31 May 2005 31 May 2004 31 May 2004
Executive Total Total Pension Payments
# # #
______________________________________________________________________
M-L Hughes - 352,217 6,300
M J Hesketh - 235,491 5,367
D J Booth 15,000 23,333 -
Non-executive
H A (Tony) Palmer - 46,667 -
D Cicurel - - -
______________________________________________________________________
15,000 657,708 11,667
______________________________________________________________________
Payments made to D J Booth relate to the provision of consultancy services
within areas of his individual expertise. As set out in note 20, H A (Tony)
Palmer and D Cicurel have agreed that Directors fees will not be due until sale
of the Company's Investment Property or an offer for the share capital of the
Company is received and recommended. For the 12 months to 31 May 2005, the cost
of this would be #35,000. No provision for this cost has been made. Remuneration
for the 14 months to 31 May 2004 included compensation for loss of office for
M-L Hughes of #179,969 and for M J Hesketh of #116,669. These amounts were
provided for in the 14 month period to 31 May 2004 but only paid in the year to
31 May 2005. The Company was reimbursed for this cost by the purchaser of the
operating businesses sold on 28 May 2004.
5 Interest cost and similar charges
2005 2004
#'000 #'000
_____________________________________________________________________________
On bank loans and overdrafts 261 439
Finance leases - 27
_____________________________________________________________________________
261 466
_____________________________________________________________________________
Notes to the Accounts
for the year ended 31 May 2005
6 Tax on ordinary activities
a) Analysis of current year and the credit in the prior year 2005 2004
#'000 #'000
____________________________________________________________________________
Current tax:
UK corporation tax on profit/losses for the year - -
Adjustments in respect of prior years - 84
____________________________________________________________________________
Total current tax (Note 6b) - 84
Deferred tax:
Origination and reversal of timing differences - 400
____________________________________________________________________________
Tax on profit/loss on ordinary activities - 484
____________________________________________________________________________
b) Factors affecting the tax credit for the prior year
The tax credit assessed for the year to 31 May 2004 was lower than the
standard rate of corporation tax in the UK (30%). The differences are
explained below.
2005 2004
#'000 #'000
Profit/(loss) on ordinary activities before tax 1 (38,886)
_______________________________________________________________________________
Loss multiplied by the standard rate of corporation tax in the
UK of 30% - (11,666)
Effects of:
Expenses not deductible for tax purposes including loss on
disposal of subsidiaries 11,234
Capital allowances in excess of depreciation - (56)
Short term timing differences - (6)
Adjustment in respect of prior periods - (84)
Losses arising in the period not relievable against current 494
tax
_______________________________________________________________________________
Current tax charge/(credit) for the year - (84)
_______________________________________________________________________________
c) Factors that may affect future tax charges
Tax losses carried forward within the Group and Company, relating to the costs
of managing the Group's investments are #253,000 (2004: #283,000). No deferred
tax asset has been recognized on these losses. The unrecognized asset may be
recoverable in future periods in the event that an appropriate surplus arises
against which the tax loss can be offset. The Group and Company have not
recognised a deferred tax asset in respect of agreed capital losses of
approximately #23m in existence at the period end as no chargeable gains are
forecast to arise in the immediate future.
7 Loss attributable to members of the parent Company
As permitted by Section 230 of the Companies Act 1985, the Company's profit and
loss account has not been included in the accounts.
The profit dealt with in the accounts of the parent Company was #1,000 (2004:
loss of #19,961,000) before deducting dividends.
8 Dividends
2005 2004
#'000 #'000
___________________________________________________________________________
Equity dividends on ordinary shares:
Interim paid Nil (2004 : Nil) - -
Final proposed Nil (2004 : Nil) - -
___________________________________________________________________________
- -
___________________________________________________________________________
Notes to the Accounts
for the year ended 31 May 2005
9 Earnings/(loss) per ordinary share
The earnings per share figures are based on the result after taxation for the
respective periods divided by the weighted average number of shares in issue
as follows:
2005 2004
Pence Pence
_______________________________________________________________________________
Earnings/(loss) per share:
Loss per share before exceptional costs 0.00 (0.58)
Attributable to exceptional costs 0.00 (20.18)
_______________________________________________________________________________
Earnings/(loss) per share 0.00 (20.76)
_______________________________________________________________________________
#'000 #'000
The calculation of earnings/(loss) per share is based
on:
Profit/(loss) on ordinary activities after taxation
before exceptional costs 1 (1,071)
Exceptional costs - (37,331)
_______________________________________________________________________________
Profit/loss on ordinary activities after taxation 1 (38,402)
_______________________________________________________________________________
Weighted average number of shares used in basic earnings
per share:
Thousands Thousands
Weighted average for the year 184,949 184,949
_______________________________________________________________________________
Exceptional costs in 2004 included a charge of #25,227,000 in respect of
goodwill previously written-off to reserves. The loss per share attributable to
exceptional costs before this charge was 6.54p.
There are no outstanding share options and no dilutive shares.
10 Tangible fixed assets
Group and Company
Freehold Investment
Property
#'000
As at 1 June 2004, valuation and net book value: 4,750
____________________________________________________________________
As at 31 May 2005, valuation and net book value: 4,750
____________________________________________________________________
All freehold property is stated at valuation.
The freehold property was valued by Edward Symmons & Partners in October 2003 in
accordance with the Appraisal and Valuation Manual of The Royal Institution of
Chartered Surveyors. Investment Property continues to be held by the Group for
long-term investment. Accordingly, the property is recorded as an Investment
Property and is valued on an open market basis. In the opinion of the
Directors, based on information received from Edward Symmons & Partners, there
has been no material movement in the open market value of the property between
October 2003 and 31 May 2005. The Investment Property is not depreciated.
The historical cost of freehold land and buildings at 31 March 2005 is
#1,169,000 (2004: #1,169,000), and the net book value on the historical cost
basis at 31 March 2005 is #960,000 (2004: #960,000).
Notes to the Accounts
for the year ended 31 May 2005
11 Fixed asset investments
At 31 May 2005, the Company holds the entire share capital of Hamworthy
Investments Limited which is registered in England and Wales and has been
dormant since incorporation. On 28 May 2004 the Group completed the sale of all
the Company's trading subsidiaries. The loss arising on disposal for the 14
months to 31 May 2004 is analyzed as follows:
#'000
_____________________________________________________________
Net assets at disposal 11,787
Goodwill previously written-off directly to reserves 25,227
_____________________________________________________________
37,014
Consideration -
_____________________________________________________________
37,014
Costs associated with the disposal 317
_____________________________________________________________
Loss on disposal 37,331
_____________________________________________________________
In accordance with FRS10 Goodwill and Intangible Assets, goodwill arising on the
acquisition of the subsidiaries which was written-off directly to reserves was
taken into account in calculating the loss on disposal of those subsidiaries.
There was no tax effect in the profit and loss account relating to the loss on
disposal of discontinued operations.
12 Debtors: Amounts falling due within one year
Group and Company
31 May 2005 31 May 2004
#'000 #'000
Other debtors 20 342
________________________________________________
20 342
________________________________________________
13 Creditors: Amounts falling due within one year
Group and Company
31 May 2005 31 May 2004
#'000 #'000
________________________________________________________________
Bank loans (Note 14) 281 106
Trade creditors 20 233
Deferred income 23 -
Other creditors and accruals 68 321
________________________________________________________________
392 660
________________________________________________________________
Notes to the Accounts
for the year ended 31 May 2005
14 Creditors: Amounts falling due after more than one year.
Group and Company
31 May 2005 31 May 2004
#'000 #'000
_______________________________________________________________________________
Bank Loan 2,569 2,744
Other loan 275 250
_______________________________________________________________________________
2,844 2,994
_______________________________________________________________________________
The bank loan is payable as follows:
Group and Company
31 May 2005 31 May 2004
#'000 #'000
_______________________________________________________________________________
Within one year 281 106
Between one and two years 336 316
Between two and five years 2,233 2,428
_______________________________________________________________________________
2,850 2,850
Less included within amounts due within one (281) (106)
year
_______________________________________________________________________________
2,569 2,744
_______________________________________________________________________________
The Company has granted a fixed and floating charge over all assets to secure
the bank loans. The other loan is secured against the Investment Property and
is repayable in a single payment on the date on which the company disposes for
value to a third party the whole or part of its Investment Property. The other
loan bears interest at the higher of 10% or 5% above the bank's base lending
rate.
Notes to the Accounts
for the year ended 31 May 2005
15 Derivatives and other financial instruments
The Group's strategy is to minimize its exposure to interest rate fluctuations
and has therefore fixed the rate on the majority of its borrowings for the next
two years. The disclosures below exclude short term debtors and creditors other
than within the currency exposures.
Interest rate risk profile of financial liabilities.
The interest rate profile of the financial liabilities of the Group as at 31 May
was as follows:
Financial liabilities Floating rate Fixed rate
#'000 #'000 #'000
________________________________________________________________________________
31 May 2005:Total (all sterling) 3,125 275 2,850
31 May 2004:Total (all sterling) 3,100 250 2,850
The floating rate financial liabilities comprise sterling loans and overdrafts
that bear interest at rates based on bank base lending rate. Fixed rate
liabilities at 31 May 2005 comprise the bank loan which has fixed interest at
7.6% until May 2007 after which it reverts to a floating rate based on bank base
lending rate. Cash balances not required to meet working capital requirements
are held in 14 day sterling deposit accounts.
As at 31 May 2005 the Group had no currency exposures (2004: nil).
The maturity profile of the Group's financial liabilities at 31 May was as
follows:
31 May 31 May
2005 2004
#'000 #'000
____________________________________________________________________
In one year or less, or on demand 281 106
In more than one year, but not more than two 336 316
In more than two years, but not more than five 2,508 2,678
____________________________________________________________________
3,125 3,100
____________________________________________________________________
Borrowing facilities
As at 31 May 2005 the Group has an undrawn overdraft facility available of
#150,000 (2004: nil) which is due for review on 30 September 2005.
Fair values of financial assets and financial liabilities.
A comparison of the fair values of all primary financial instruments and their
carrying amounts is as follows:
31 May 2005 31 May 2004
Fair value Carrying value Fair value Carrying value
#'000 #'000 #'000 #'000
________________________________________________________________________
Borrowings (3,125) (3,125) (3,100) (3,100)
Cash 170 170 265 265
The fair values of borrowings are assumed to be the discounted amount of future
cash flows using the Group's current incremental rate of borrowing for a similar
liability.
The Group has no derivatives.
Notes to the Accounts
for the year ended 31 May 2005
16 Pensions
The Company has no pension scheme.
Prior to the disposal of its former operating subsidiaries, the Company
participated in the Pilkington's Tiles Limited Pension Scheme ("the Scheme").
Until 31 August 2003 the Scheme provided final salary benefits for some
employees and money purchase for some other employees. From 1 September 2003 the
accrual of final salary benefits stopped and former final salary members were
given the option to continue as money purchase members.
The pension cost charged to Profit and Loss for the period to 31 May 2004
amounted to #616,000. Contributions to the defined benefit scheme were
determined by independent qualified actuaries on the basis of valuations using
the projected unit method. The pension cost charge in respect of amounts payable
by the Group to the money purchase schemes during the period to 31 May 2004 was
#218,000. There were no unpaid contributions at 31 May 2004.
The Company ceased to participate in the Scheme on 28th May 2004 when the Group
disposed of Pilkington's Tiles Limited. The Scheme continues to be funded by
Pilkington's Tiles Limited. The Company has taken legal advice and has been
advised that it has no liability to the Scheme other than in the event of a
winding up of the scheme or the insolvency of Pilkington's Tiles Limited, the
Scheme's principal employer. In either case, the Company will be liable for a
proportionate share of the cost of securing the liabilities of the Scheme
pertaining only to its seven former employees. At the latest valuation as at 6
April 2003, the total market value of the assets of the Scheme was #15.0m and
covered 69.8% of the liabilities, excluding money purchase members, for benefits
in respect of service up to that date, allowing for the effect of expected
future increases in earnings. The main assumptions were that inflation would be
2.6% per annum, salaries would increase by 4.1% per annum and the rate of return
on investments would be 6.25% per annum. The impact of the restructuring of the
Scheme improved the funding level and the valuation carried out as at 1
September 2003 in order to set the contribution level required from the Company
revealed a funding level of 83.7% (excluding money purchase members). These
calculations allowed for the effect of expected leaving service valuation rather
than future increases in earnings. Former employees of Poole Investments plc
represent approximately 2% of the total number of members of the scheme and
approximately 13% of the scheme deficit of #2.8m. No provision for the Company's
share of the deficit has been made in these financial statements as this will be
determinable only when the plan is wound up or Pilkington's Tiles Limited is
made insolvent.
Notes to the Accounts
for the year ended 31 May 2005
The FRS17 disclosures have been based on the 6 April 2003 formal valuation
updated to 31 May 2004 by a qualified independent actuary. The following amounts
would have been recognised in the performance statements in the period to 31
March 2004 under the requirements of FRS 17:
14 months ended
31 May 2004
Analysis of operating profit: #'000
______________________________________________________________________________
Current service cost 281
Curtailment gain (2,021)
______________________________________________________________________________
Total operating charge (1,740)
______________________________________________________________________________
Analysis of other financial income: #'000
______________________________________________________________________________
Expected return on pension scheme assets 1,152
Interest on pension scheme liabilities (1,600)
______________________________________________________________________________
Net return (448)
______________________________________________________________________________
In addition, the loss on disposal of subsidiary undertakings, described as a
non-operating exceptional item would have been reduced by #6,964,000.
Statement of total recognised gains and losses (STRGL):
12 14 12
months months months
ended ended ended
31 May 31 May 31 May
2005 2004 2003
#'000 #'000 #'000
______________________________________________________________________________
Actual return less expected return on
pension scheme assets - 2,200 (5,950)
Experience gains and losses arising on the
scheme liabilities - 787 (613)
Changes in the assumptions underlying the present
value of the scheme's liabilities - (1,331) (1,406)
______________________________________________________________________________
Actuarial gain/(loss) recognized in STRGL - 1,656 (7,969)
______________________________________________________________________________
Movement in surplus during the year #'000
______________________________________________________________________________
Deficit in scheme at 1 April 2003 (10,310)
Movement in year:
Current service cost (281)
Employer contributions 398
Curtailment gain 2,021
Other finance income (448)
Actuarial loss 1,656
Disposal of subsidiary undertakings 6,904
______________________________________________________________________________
Deficit in scheme at 31 May 2004 -
______________________________________________________________________________
At 31 May 2005 and 31 May 2004, the impact of implementing FRS17 has no impact
on net assets or reserves.
Notes to the Accounts
for the year ended 31 May 2005
17 Called-up share capital
2005 2004 2005 2004
Number Number #'000 #'000
______________________________________________________________________________
Authorised: Ordinary shares of
5p each 264,800,000 264,800,000 13,240 13,240
Allotted, called-up and fully
paid: Ordinary shares of 5p each 184,948,954 184,948,954 9,247 9,247
______________________________________________________________________________
Share Options
Executive Share
Option Scheme
______________________________________________________________________________
Beginning of year 1,349,406
Lapsed (1,349,406)
______________________________________________________________________________
End of year -
______________________________________________________________________________
18 Reserves
Group Special Revaluation Profit & Loss
Reserve Reserve account
#'000 #'000 #'000
______________________________________________________________________
At beginning of year 13,130 3,790 (24,464)
Profit for the financial year - - 1
______________________________________________________________________
At end of year 13,130 3,790 (24,463)
______________________________________________________________________
Company
Special Profit & Loss
Reserve account
#'000 #'000
______________________________________________________________________
At beginning of year 13,130 (20,674)
Loss for the financial year - 1
______________________________________________________________________
At end of year 13,130 (20,673)
______________________________________________________________________
Court approval was received on 27 September 2002 for the cancellation of a share
premium account. The court was asked only to approve the transfer of sufficient
of the share premium account to Profit and Loss to clear the deficit existing at
27 September 2002. The balance was transferred to a Special Reserve.
19 Cash flow information
(a) Reconciliation of operating profit to net cash inflow from operating
activities:
14 months
12 months ended ended
31 May 2005 31 May 2004
#'000 #'000
Operating profit/(loss) 262 (1,089)
Depreciation charges - 2,096
Loss on sale of fixed assets - 4
Amortisation of goodwill - 53
Decrease in stocks - 45
Decrease/(increase) in debtors 322 (173)
Decrease in creditors (443) (1,284)
_______________________________________________________________________________
Net cash inflow/(outflow) from operating activities 141 (348)
_______________________________________________________________________________
Notes to the Accounts
for the year ended 31 May 2005
(b) Reconciliation of net cash flow to movement in net debt:
12 months ended 14 months
31 May 2005 ended 31 May
2004
#'000 #'000
_______________________________________________________________________________
(Decrease)/increase in cash and short term
deposits in the period (95) 1,924
Cash outflow from repayment of finance leases - 202
Cash outflow from repayment of bank loans - 3,313
Cash inflow from new bank loans - (4,290)
_______________________________________________________________________________
Change in net debt resulting from cashflows (95) 1,149
Loans and finance leases disposed of with
subsidiaries - 1,229
Other non-cash movements (25) -
_______________________________________________________________________________
Movement in net debt in the period (120) 2,378
Opening net debt (2,835) (5,213)
_______________________________________________________________________________
Net debt at 31 May (2,955) (2,835)
_______________________________________________________________________________
(c) Analysis of net debt: Opening Cash flows Other Closing
#'000 #'000 #'000 #'000
_____________________________________________________________________
Cash 265 (249) - 16
Short term deposits* - 154 - 154
Term Loans (3,100) - (25) (3,125)
_____________________________________________________________________
Total (2,835) (95) (25) (2,955)
_____________________________________________________________________
*Short term deposits are included within cash at bank and in hand in the Balance
Sheets.
20 Guarantees and other financial commitments
(a) Capital Commitments:
The Group has no Capital Commitments (2004: nil).
(b) Contingent Liabilities:
The Company has the following contingent liabilities:
a) Fees are due to Ernst & Young LLP in respect of the tax advice given
in relation to the establishment and utilization of capital losses.
The level of fee is related to the ultimate tax saving achieved and is
calculated as 7.5% of that saving.
b) In the event of a disposal of the Freehold site, a payment of
#300,000 is due to K Whitely, one of the parties to the sale of
subsidiaries companies for the Group sold on 28 May 2004.
c) The Directors have entered into an agreement with its property
advisors where fees for achieving a successful planning or disposal
outcome with respect to the Poole site their fees will be between
1.75% and 2.55% of the ultimate sale price.
d) The Company made arrangements to insure the Company's potential
liabilities under the warranties and indemnities necessarily given in
order to effect the disposal of its former operating subsidiaries on
28 May 2004. The objective of this insurance was to limit future
exposure to an aggregate deductible on any claim to #50,000 as
compared to the warranty limit agreed on disposal of #1m.
e) The Company's contingent liability in respect of the Pilkington's
Tiles Limited Pension Scheme is described in Note 16.
f) H A Palmer and D E Cicurel have agreed to defer the payment of any
Directors' fee until a sale of the Company's Investment Property or an
offer for the share capital of the Company being received and
recommended. In that event, the Company would have to pay H A Palmer
and D E Cicurel the amount of the outstanding fees based on the number
of their completed months of service. These Directors receive no other
payments or benefits for their services. For the 12 months to 31 May
2005 the cost of this would be #35,000. In addition under the same
circumstances all Directors would be entitled to one year's notice and
D J Booth to a #15,000 bonus.
No provision has been made in these financial statements in respect of these
contingent liabilities.
Copies of the 2005 Annual Report will be despatched to shareholders on Friday.
They will also be available at the following address:
Unit 19
21 Charlwoods Road
East Grinstead
West Sussex
RH19 2HL
For further information please contact:
Kevin Wilson, Zeus Capital Limited Tel: 0161 831 1512
David Booth, Poole Investments plc Tel: 07973 820 492
This information is provided by RNS
The company news service from the London Stock Exchange
END
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