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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 |
RNS Number:1940I Poole Investments PLC 29 August 2006 POOLE INVESTMENTS PLC Chairman's Statement Results for the year ended 31 May 2006 Operational results The results for the year show operating profit of #260,000 (2005:#262,000). Interest and similar costs increased as, under the banking facility arrangements, deferment of loan repayments cost #40,000. This was a doubling of cost compared to last year as there were four quarterly deferments required instead of two last year. Expenditure on work relating to the proposed planning applications was minimal whilst clarification was sought on the precise type of application to be sought, as explained below under Strategy. The loss for the year after interest was #22,000 (2005: profit #1,000). 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 consulted with their advisers and were informed that the market value of the Investment Property has increased since the last valuation undertaken. Accordingly the directors requested a market valuation of the Investment Property for accounting purposes and an increase in value of #1,750,000 has been made to book value, as described in note 9. Strategy The Company's asset is a 9.5 acre plot of land in Hamworthy which provides rental income. This land forms part of the area within the Poole "Full Sail Ahead" regeneration scheme. The Borough of Poole submitted a Transport and Works Act and Town and Country Planning Act Planning application seeking an Order to permit the building of the "Twin Sails Bridge" and regenerate Hamworthy. An Inspector was appointed to conduct an enquiry and consider this in autumn 2005. Since the end of the last financial year work has been initiated with regard to the proposed planning application for the site. Work was undertaken on Environmental and Transport scoping reports to ascertain requirements in these aspects within a planning application. During the second half of the financial year, consultations were held with consultants acting on behalf of Poole Council to consider the commercial viability of any application with regard to the type of development undertaken (residential, commercial and affordable housing), to the allocation between the landowners and to the infrastructure costs in connection with the regeneration of Hamworthy. In August 2006 the Secretary of State for Transport, after consideration of the Report of the Inspector appointed to conduct the enquiry into the Borough of Poole's application, decided to make an Order, with modifications, and to direct that planning permission with regard to the development within the Poole Harbour Opening Bridges Order, be deemed to be granted subject to certain conditions. The decision of the Secretary of State can be seen on the Department of Transport web site (www.dft.gov.uk) which also sets out the timescale for any challenge to the Order. Following the granting of this Order, further meetings can now be held with the Council to agree the outline of any planning application that the Company may decide to submit. The Board from time to time has received enquiries from parties expressing an interest either in purchase of the Investment Property or in these parties assisting in the planning process. To date none of these have merited pursuing beyond an initial consideration of the interest but the directors will continue, with its advisers, to evaluate any such interest so as to maximize shareholder value. H A Palmer Chairman 29 August 2006 Consolidated Profit and Loss Account for the year ended 31 May 2006 12 months ended 12 months ended 31 May 2006 31 May 2005 Total Total Notes #'000 #'000 Turnover Rental income 2 335 337 2 335 337 External charges (75) (75) Operating profit/(loss): 2 260 262 Interest payable and similar charges 5 (282) (261) (Loss)/profit on ordinary activities before taxation 2&3 (22) 1 Taxation 6 - - (Loss)/profit transferred to reserves 17 (22) 1 (Loss)/earnings per ordinary share - basic and diluted 8 (0.01)p 0.00p A statement of movements on reserves is set out in Note 17. Note of Historical Cost Profits and Losses for the year ended 31 May 2006 12 months ended 12 months ended 31 May 2006 31 May 2005 #'000 #'000 Reported (loss)/profit on ordinary activities before taxation (22) 1 Historical cost (loss)/profit on ordinary activities before taxation (22) 1 Historical cost (loss)/profit on ordinary activities after taxation (22) 1 and dividends Consolidated Statement of Total Recognised Gains and Losses for the year ended 31 May 2006 12 months ended 12 months ended 31 May 2006 31 May 2005 #'000 #'000 (Loss)/profit for the financial year (22) 1 Revaluation of Investment Property 1,750 - Total recognised gains and losses relating to the year 1,728 1 Reconciliation of Group Shareholders' Funds for the year ended 31 May 2006 12 months ended 12 months ended 31 May 2006 31 May 2005 #'000 #'000 Total recognised gains and losses 1,728 1 Opening shareholder's funds 1,704 1,703 Shareholders' funds at 31 May 3,432 1,704 Balance Sheets as at 31 May 2006 Group Company 31 May 31 May 31 May 31 May 2006 2005 2006 2005 Notes #'000 #'000 #'000 #'000 Fixed assets: Tangible assets 9 6,500 4,750 6,500 4,750 Investments 10 - - - - 6,500 4,750 6,500 4,750 Current assets: Debtors 11 20 20 20 20 Cash at bank and in hand 15 17 15 17 Short term deposits 145 153 145 153 180 190 180 190 Creditors: Amounts falling due within one year 12 (405) (392) (405) (392) Net current liabilities (225) (202) (225) (202) Total assets less current liabilities 6,275 4,548 6,275 4,548 Creditors: Amounts falling due after more than one year 13 (2,843) (2,844) (2,843) (2,844) Net assets 2 3,432 1,704 3,342 1,704 Capital and reserves: Called up share capital 16 9,247 9,247 9,247 9,247 Special reserve 17 13,130 13,130 13,130 13,130 Revaluation reserve 17 5,540 3,790 1,750 - Profit and loss account 17 (24,485) (24,463) (20,695) (20,673) Equity shareholders' funds 3,432 1,704 3,432 1,704 Consolidated Cash Flow Statement for the year ended 31 May 2006 Year ended Year ended 31 May 2006 31 May 2005 #'000 #'000 Cash inflow from operating activities (Note 18) 245 141 Returns on investment and servicing of finance: Interest paid (255) (236) Net cash outflow from returns on investments and servicing of finance (255) (236) Cash (outflow) before management of liquid resources and financing (10) (95) Management of liquid resources: Decrease/(increase) in short term deposits 8 (154) Net cash inflow/(outflow) from management of liquid resources 8 (154) Decrease in cash (Note 18) (2) (249) Notes to the Accounts for the year ended 31 May 2006 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 United Kingdom accounting standards. The true and fair override provisions of the Companies Act 1985 have been invoked, see 'Investment Property' below. Going Concern Having made enquiries including consideration of cash flow forecast and availability of funds, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of not less than twelve months from the date of approval of the financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements. 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 2006 and 31 May 2005 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. Turnover Turnover for the year represents gross rents receivable from investment property. Operating lease income is spread over the lease term on a straight line basis. 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. Notes to the Accounts for the year ended 31 May 2006 2 Segmental information The analysis of turnover by business group and geographical area and of profit or loss before taxation and net assets by business group is set out below: (a) Analysis of turnover by destination All turnover, including prior year, comprises rental income derived in the UK. (b) Profit/(loss) before tax by business group 12 months ended 12 months ended 31 May 2006 31 May 2005 #'000 #'000 Property investment 260 262 260 262 Finance costs (282) (261) Profit/(loss) before taxation (22) 1 All operating costs, including those of prior year, are derived in the UK. (c) Net assets (all UK) by business group 12 months ended 12 months ended 31 May 2006 31 May 2005 #'000 #'000 Investment Property 6,500 4,750 Tax and other corporate items (75) (92) Net debt (2,993) (2,954) Net assets 3,432 1,704 All net assets, including those of prior year, are based in the UK. 3 Loss on ordinary activities before taxation This is stated after charging: 12 months ended 12 months ended 31 May 2006 31 May 2005 #'000 #'000 Auditors' remuneration (all in respect of the Company) 8 8 4 Staff costs and Directors' remuneration Average number of employees was nil (2005: nil). This excludes the Directors of the Company. Directors' remuneration 12 months 12 months ended ended 31 May 2006 31 May 2005 Executive Total Total # # D J Booth 15,000 15,000 Non-executive H A (Tony) Palmer - - D Cicurel - - 15,000 15,000 Payments made to D J Booth relate to the provision of consultancy services within areas of his individual expertise. As set out in note 19, 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. No provision for this cost has been made. 5 Interest cost and similar charges 12 months 12 months ended ended 31 May 2006 31 May 2005 #'000 #'000 Interest on bank loan 214 216 Cost of deferring loan repayment 40 20 Interest on other loans 28 25 Total Interest payable and similar charges 282 261 6 Tax on ordinary activities a) Analysis of tax 2006 2005 #'000 #'000 Current tax - - Deferred tax - - Tax on profit/loss on ordinary activities - - b) Analysis of difference between tax credit at standard rate and current 2006 2005 year tax #'000 #'000 (Loss)/profit on ordinary activities (22) 1 (Loss)/profit multiplied by the standard rate of corporation tax in the UK of (7) 30% - Expenses not deductible for tax purposes 1 - Increase in tax losses carried forward 6 - Tax on profit/(loss) on ordinary activities - - 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 #272,000 (2005: #253,000). These are trading losses, and are distinct from the capital losses of the group and Company. No deferred tax asset has been recognised on these losses given the minimal level of the losses and some uncertainty of timing of future profits. The unrecognised 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 #22.5m (2005:#23m) in existence at the period end as no chargeable gains are forecast to arise in the immediate future. The decrease is due to the deferred tax impact of the revaluation of the Investment Property. 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 loss dealt with in the accounts of the parent Company was #22,000 (2005: profit of #1,000). 8 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: 2006 2005 Pence Pence (Loss)/earnings per share (0.01) 0.00 #'000 #'000 The calculation of (loss)/earnings per share is based on: (Loss)/profit on ordinary activities after taxation (22) 1 Weighted average number of shares used in basic earnings per share: Thousands Thousands Weighted average for the year 184,949 184,949 There are no outstanding share options and no dilutive shares. 9 Tangible fixed assets Group and Company Freehold Investment Property #'000 As at 1 June 2005, valuation and net book value: 4,750 Revaluation of Investment Property 1,750 As at 31 May 2006, valuation and net book value: 6,500 All freehold property is stated at valuation. The valuation of the Investment Property as at 31 May 2006 was performed by Edward Symmons & Partners in August 2006 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. The Investment Property is not depreciated. The historical cost of Investment Properties at 31 March 2006 is #1,169,000 (2005: #1,169,000), and the net book value on the historical cost basis at 31 March 2006 is #960,000 (2005: #960,000). 10 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. Gross and net book value of this investment is #2. 11 Debtors: Amounts falling due within one year Group and Company 31 May 2006 31 May 2005 #'000 #'000 Other debtors 20 20 20 20 12 Creditors: Amounts falling due within one year Group and Company 31 May 2006 31 May 2005 #'000 #'000 Bank loans (Note 13) 310 281 Trade creditors 15 20 Deferred income 23 23 Other creditors and accruals 57 68 405 392 13 Creditors: Amounts falling due after more than one year. Group and Company 31 May 2006 31 May 2005 #'000 #'000 Bank loan 2,540 2,569 Other loan 303 275 2,843 2,844 The bank loan is payable as follows: Group and Company 31 May 2006 31 May 2005 #'000 #'000 Within one year 310 281 Between one and two years 372 336 Between two and five years 2,168 2,233 2,850 2,850 Less included within amounts due within one year (310) (281) 2,540 2,569 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. 14 Derivatives and other financial instruments The Group's strategy is to minimise its exposure to interest rate fluctuations and has therefore fixed the rate on the majority of its borrowings for the next year. The disclosures below exclude short term debtors and creditors. 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 Floating rate Fixed rate liabilities #'000 #'000 #'000 31 May 2006:Total (all sterling) 3,153 303 2,850 31 May 2005:Total (all sterling) 3,125 275 2,850 The floating rate financial liabilities comprise sterling loans that bear interest at rates based on bank base lending rate. Fixed rate liabilities at 31 May 2006 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 2006 the Group had no currency exposures (2005: nil). The maturity profile of the Group's financial liabilities at 31 May was as follows: 31 May 31 May 2006 2005 #'000 #'000 In one year or less, or on demand 310 281 In more than one year, but not more than two 372 336 In more than two years, but not more than five 2,471 2,508 3,153 3,125 Borrowing facilities As at 31 May 2006 the Group has an undrawn overdraft facility available of #150,000 (2005: #150,000) which is due for review on 30 September 2006 for a further six months. 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 2006 31 May 2005 Fair value Carrying value Fair value Carrying value #'000 #'000 #'000 #'000 Borrowings (2,856) (3,153) (3,125) (3,125) Cash 160 160 170 170 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. 15 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 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. 16 Called-up share capital 2006 2005 2006 2005 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 There are no Share Options. 17 Reserves Group Special Revaluation Profit & Loss Reserve Reserve account #'000 #'000 #'000 At beginning of year 13,130 3,790 (24,463) Revaluation of Investment Property - 1,750 - Loss for the financial year - - (22) At end of year 13,130 5,540 (24,485) Company Special Revaluation Profit & Loss Reserve Reserve account #'000 #'000 #'000 At beginning of year 13,130 - (20,673) Revaluation of Investment Property - 1,750 - Loss for the financial year - - (22) At end of year 13,130 1,750 (20,695) 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. 18 Cash flow information (a) Reconciliation of operating profit to net cash inflow from operating 12months ended 12months ended activities: 31 May 2006 31 May 2005 #'000 #'000 Operating profit 260 262 Decrease in debtors - 322 Decrease in creditors (15) (443) Net cash inflow from operating activities 245 141 (b) Reconciliation of net cash flow to movement in net debt: 12 months 12 months ended ended 31 May 2006 31 May 2005 #'000 #'000 Decrease in cash and short term deposits in the period (10) (95) Change in net debt resulting from cashflows (10) (95) Other non-cash movements (28) (25) Movement in net debt in the period (38) (120) Opening net debt (2,955) (2,835) Net debt at 31 May (2,993) (2,955) (c) Analysis of net debt: Opening Cash flows Other Closing #'000 #'000 #'000 #'000 Cash 16 (1) - 15 Short term deposits* 154 (9) - 145 Term Loans (3,125) - (28) (3,153) Total (2,955) (10) (28) (2,993) 19 Guarantees and other financial commitments (a) Capital Commitments: The Group has no capital commitments (2005 nil). (b) Contingent Liabilities: The Company has the following contingent liabilities: The Company has the following contingent liabilities: a) Upon the sale of the Investment Property, fees will be payable 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) Upon the sale of the Investment Property, 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) Upon the sale of the Investment Property, the directors will be liable to pay between 1.75% and 2.55% of the ultimate sale price to their property advisors. d) Upon realisation of investment properties, an agreed amount out of rental paid from 28 May 2004, at a rate of #50,000 per annum apportioned on a daily basis, will be repayable to the existing tenant. e) 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. From 28 May 2005, the potential insured liability was in any event restricted to certain tax warranties given, no claims having been notified to the Company by the expiry date for claims relating to all other Warranties given. f) The Company's contingent liability in respect of the Pilkington's Tiles Limited Pension Scheme is described in Note 15. g) H A Palmer and D E Cicurel have agreed to defer the payment of any directors' fees 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 period of liability, which is for the 24 months to 31 May 2006, the cost of this would be #70,000. In addition under the same circumstances all directors would be entitled to one year's notice at a total cost of #50,000, 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 2006 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 FR PLMATMMBTBMF
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