Final Results

API Group PLC 05 December 2006 6 December 2006 API GROUP PLC Preliminary Results for the year ended 30 September 2006 • Refocusing of Group is yet to be reflected in results. • Sales from foils businesses rose by 5% on a worldwide basis, but European foils and laminates businesses performed poorly, adversely impacting Group results. • Geographically, US and Asia Pacific regions performed strongly while European business faced reduced demand and competitive pressures. • Group sales reduced by 3.4% to £102.0m and operating profit before goodwill and exceptional items reduced to £1.0m (2005: £3.6m). • After charging exceptional items and interest, loss before tax from continuing operations was £1.8m (2005: profit £1.6m) • Basic loss per share of 10.1p (2005: 28.7p loss). • Net borrowings increased by £8.8m to £15.5m, in part reflecting increased capital expenditure which related primarily to the construction of a major new facility in China. • Further progress is expected in the current year as a result of expansion in China, which is expected to begin delivering benefits in 2007, strengthening position of US business and steps taken to improve European performance. Commenting Richard Wright, Chairman of API, said: 'Whilst these results are broadly in line with our comments in July, they are nevertheless disappointing at a financial level. However, operationally, good progress has been made and strategic objectives met. The business is better focused, has a good presence in the US and Asia Pacific and is addressing the demand and competitive pressures in Europe. We are also making good progress in the development of our new foils facility in China, which we expect to see coming on stream in 2007. These all provide good opportunities for the future development of the Group.' Enquiries: API Group plc 01625 858 700 David Walton, Chief Executive Financial Dynamics 020 7831 3113 Tim Spratt/Nicola Biles Extracts from Chairman's Statement After several years of restructuring, API has successfully repositioned itself as a focussed provider of specialised foil and laminate products for use in the packaging and labelling of luxury and premium-branded consumer goods. As one of only three truly global providers of such products, API is well placed to take advantage of the increasing demand for luxury and premium-branded goods worldwide. The Group is pursuing a business strategy which will deliver sustainable competitive advantages in each of its markets. Sales coverage in key geographical territories and market sectors is being expanded, product ranges around the world are being improved and rationalised and manufacturing is being concentrated in centres of excellence in lower cost economies. In support of this strategy, we have completed the acquisition of a distributor in Germany and committed to a major expansion of our already market-leading Chinese foils business. In 2007, the foils business will expand into Italy and the laminates business will continue to pursue new business opportunities in Eastern Europe. Operating Results Although good progress has been made with strategic objectives, this has yet to be reflected in the financial performance of the Group, which continued to be disappointing due to mixed trading conditions. Sales from continuing operations declined 3.4% to £102.0m during the current year, while operating profit from continuing operations before exceptional items reduced to £1.0m (£3.6m), reflecting the deterioration that occurred in the Group's European businesses. After charging exceptional items of £0.9m and interest of £1.9m, the loss before tax from continuing operations was £1.8m (profit £1.6m). The US and Asia-Pacific regions both performed strongly. However, weak demand and intensifying competitive pressures impacted performance in certain businesses in Europe. In response, a number of improvement initiatives have been launched which we are confident will yield benefits during the current year. Net borrowings increased by £8.8m during the period to £15.5m and represented gearing of 66% at 30 September 2006. While the increase was partly attributable to the poor trading performance, it also reflected the significant capital expenditure incurred in connection with the new facility in China. Dividend In view of the increase in gearing during the year and the disappointing financial performance, the Board is not recommending the payment of a dividend. Cash generated from operations will be reinvested in the business. Board Changes Following the retirement of David Hudd at the Annual General Meeting held on 1 February 2006, I was elected as Non-Executive Chairman and Andrew Walker, who has been a Non-Executive Director of the Group since 2003, assumed the responsibilities of Senior Independent Director and Chairman of the Remuneration Committee. On the same date, Brian Birkenhead joined the Board as an Independent Non-Executive Director and was appointed Chairman of the Audit Committee. Brian brings a wealth of experience and knowledge having previously been Finance Director of National Power and Johnson Matthey plc. The Board was further strengthened later in the year by the appointment of Martin O'Connell and Luke Wiseman. Martin O'Connell joined the Board on 1 May 2006 shortly after his retirement from Field Packaging, one of API's largest customers. Luke Wiseman was appointed on 1 September 2006 as a representative of Steel Partners II LLP, the Group's largest shareholder with a beneficial interest of 29.5%. Both are regarded as non-independent for the purposes of compliance with the Combined Code by virtue of their current or former executive roles. Accounting Reference Date After due consideration, including consultation with major shareholders, the Board has decided to change the Group's accounting reference date to 31 March. The Group's financial performance is generally highly dependant on trading in the summer months and the change in accounting reference date is intended to facilitate the continued provision to shareholders of timely and accurate guidance on likely outcome for the year. The change in accounting reference date will be achieved by the adoption of an eighteen month transitional accounting period commencing on 1 October 2006 and ending on 31 March 2008. Extracts from Chief Executive's Review and Business Review This has been another challenging year for the Group, with several of our businesses experiencing tough market conditions. Despite this, the upward trend in performance in the US operations was maintained and the businesses in the Asia-Pacific region, including the Chinese joint venture, continued to perform strongly. In contrast, the performance of the European business was disappointing. Whilst holographic foils performed well, the general foils business struggled in the face of tough competition and the laminates business experienced weak underlying demand resulting in a significant reversal in fortunes compared with the previous year. On a worldwide basis, the Group's foil activities increased their sales by 5%. The strategically important US and Chinese foils businesses both performed well, as did the European holographic foil business. In contrast, the European foils business performed poorly and the situation was worse in Laminates, where sales fell by 15%. Operating margins and profitability improved in the US and Chinese foils business and in the European holographic foils business, while the general foils and laminates businesses in Europe both experienced a sharp decline in profitability due to lower sales. Each of our businesses experienced upward pressure on raw materials and utility prices during the period. Whilst the impact of raw material price movements was mitigated by more effective purchasing and reductions in avoidable waste, it proved more challenging to offset the impact of increases in utility prices, which were particularly severe in the US. As a major user of both electricity and gas, reducing overall consumption is an area on which we intend to focus much more actively in future. Some time ago, the Board recognised that changes in customer behaviour and purchasing preferences were beginning to adversely impact the performance of the foils business in the US and Europe. As in most industries, customers are demanding higher quality, increased versatility, lower cost and improved service. Competition amongst leading western manufacturers has intensified and in recent years, significant improvements in quality and consistency have lead to greater acceptance of lower-cost foils from the Far East, particularly in the European market. As one of only three large, international manufacturers of foil products, API is well-placed to respond to these challenges. To achieve success in such dynamic markets, we believe that the foils business needs to continually evolve, invest for the future and pursue distinct strategies in its sales and distribution, manufacturing and holographic activities. In sales and distribution, we are working hard to become a more responsive and customer focused organisation and will achieve this through improved sales coverage and better service delivered through a broader base of distribution capabilities located in key markets. During 2006, we strengthened our sales force in both the US and Europe, commenced the reorganisation of our UK distribution operations and successfully integrated a distributor that we acquired in Germany. During 2007, we will complete the reorganisation in the UK and establish a sales and distribution operation in the large, strategically important Italian market. To compete successfully in challenging and increasingly international markets, the foils business needs a product range that delivers enhanced performance and functionality at ever reducing cost. This is being achieved through continuous development and rationalisation of our existing product ranges, improvement in productivity in our US and European operations and the migration of manufacturing to modern, efficient facilities in low-cost locations such as the US mid-West and China. During 2006, we introduced a range of versatile general purpose foils manufactured exclusively in China that has been very well received in western markets. We also began construction of a new 300,000 square foot foil manufacturing facility in China. Scheduled for completion in mid-2007, this will house our existing Chinese business and will become our main world-wide production centre for mainstream, high-volume products. As output from China increases, manufacturing facilities in the US and Europe will be progressively refocused on production of more specialised and more technically demanding products where fast moving niche markets require responsive local supply. Our European holographic foils business continues to strengthen its position as a leading supplier of high-quality holographic foils and embossable base materials for both security and decorative applications. During 2006, we invested in additional capacity, all of which was fully utilised by the end of the year. In 2007, we will further increase capacity and will also bring to the market new developments in UV embossing technology. API is now firmly established as a leader in its chosen markets and we are evaluating options for continued development and expansion in this attractive and exciting sector. API's laminates business has enjoyed a market leading position in Europe for many years. However, it currently faces a number of strategic challenges, the most significant of which are its dependence on a small number of large customers and the emergence of a high-quality printing and converting industry in Eastern Europe. Increasingly, large customers are looking to lower cost producers to source packaging currently manufactured in the UK, France, Italy or Germany. Whilst those producers are currently content to source their raw materials from premier western manufacturers, such as API, it is inevitable that in time local sources will be sought. We are working hard to defend our position through improving manufacturing efficiency and reducing production costs in our UK facility and are also actively evaluating opportunities in Eastern Europe to address the cost challenges we face from existing customers and to target emerging local markets. Americas The US foils business continued to focus on improving productivity, efficiency and customer service levels and was able to maintain the steady upward trend in performance that has been evident since 2004. Sales increased by over 15% in the current year and operating margins improved dramatically. There was continued strong demand for products in the metallic-ink and greetings cards sectors and increasing penetration of the general label and carton markets. In recent months, as the US foils business has grown, it has effectively become capacity constrained. We have successfully introduced products that are part-manufactured in China and these have been well received by customers. However, there are limits on the volumes that can be obtained in this way in advance of the completion of the new Chinese manufacturing facility. Consequently, we are evaluating options for expanding capacity in the relatively near future in the US to enable us to more aggressively target new sectors in which the business currently has a relatively limited presence. During 2006, as part of our continuing commitment to minimise the impact of our manufacturing processes on the environment, we invested heavily in upgrading the emissions management systems in each of our US facilities. This involved the full enclosure of most solvent using equipment, together with the installation of state-of-the-art regenerative thermal oxidation equipment to achieve clean emissions. We also invested in a new, large-format metalliser to both improve productivity and provide a degree of back-up in the event of equipment failure in one or other of our manufacturing facilities. Asia-Pacific In the Asia-Pacific region, sales increased by 4% following a recovery in the demand for holographic products in the tobacco sector and strong growth in sales of new products in the Chinese domestic market. Exports also grew as a proportion of total sales, with an increase in the value of products sold to other API Group companies and particularly strong growth in India and Russia. The increase in sales would have been greater, but for teething problems encountered during the summer months in the manufacture of a new range of high-performance, general purpose foils for the European market. The construction of the new factory near Shanghai is progressing well. Following completion of the land purchase earlier in the year, construction began in earnest during June. Erection of the main factory building is now well advanced. Orders have already been placed for new coating and metallising equipment and we are optimistic that the new factory could be operational and in production as early as the middle of 2007. Europe Foils In the European foils business, sales declined slightly despite the successful introduction of a number of new products and the extension of our sales and distribution capabilities into the strategically important German market through the acquisition of MEPA. Whilst the holographic foils business continued to perform well, growing sales and maintaining margins, the general foils business suffered as tough competition resulted in an underlying deterioration in sales and margin erosion. The difficulties of the European foils business were compounded by constraints on the availability of product from China. The current Chinese factory is operating under government imposed limits on solvent emissions which restrict output until such time as the relocation to the new facility is complete. The position was further exacerbated over the summer months by unforeseen technical problems caused by the unusual heat and humidity experienced in Shanghai. This resulted in a supply interruption for several months, the destruction of significant quantities of inventory and the requirement to manufacture at additional cost in facilities in the UK and US to maintain supply to customers. Problems of this nature have been addressed in the design of the new Chinese factory. In contrast to the above, the holographic foils business performed well achieving record levels of profitability on sharply increased sales. Improvements in the performance of key products and investment in additional manufacturing capacity enabled the business to consolidate its position as a leading supplier to the European security industry and a number of major new contracts were won. We continue to invest in both people and technology and are confident that further profitable growth will occur. Laminates The Laminates business had a very difficult year as a number of major customers reduced expenditure on laminated board products, either due to reductions in their own promotional budgets or, in a small number of cases, the decision to switch away from laminates for cost or other strategic reasons. Sales reduced by 15%, and in a business with high operational gearing and a relatively small number of alternative sources of revenue, this inevitably resulted in a steep decline in profitability. In response to the decline in sales during the first half, the workforce was reduced and a number of other cost reduction and performance improvement measures were initiated. The actions taken during the summer months have resulted in an improvement in the performance and the business has traded profitably in recent months. We were also successful in winning a number of significant pieces of new business during the second half and volumes under these contracts are ramping up satisfactorily. The business remains under pressure as customers evaluate the merits of less expensive, although less visually attractive, alternatives to laminated board and as the migration of large-scale carton production to Eastern Europe continues. Both of these factors contribute to intense pressure on margins and we continue to constantly review the actions that can be taken to improve productivity and reduce production costs. Prospects The Group is committed to a number of strategic initiatives which we believe will significantly enhance its competitive position over time. The relocation and expansion of our operations in China and the strengthening position of our US business, together with the steps we have taken to improve performance in Europe, provide exciting opportunities for the future development of the Group. Despite the temporary difficulties experienced in certain of our European businesses, the Board continues to believe that the Group is well positioned to take advantage of the growth that is occurring in each of its core markets. We continue to see strong performance from our businesses in the US and Asia-Pacific and are confident that the action taken in our European businesses will deliver improvement during the current year. We remain confident that the initiatives outlined above will deliver appropriate returns to our shareholders in due course. Group Income Statement for the year ended 30 September 2006 2006 2005 £'000 £'000 Continuing operations Revenue 101,979 105,570 Cost of sales (80,656) (82,767) Gross profit 21,323 22,803 Other operating costs (20,329) (19,241) Operating profit before exceptional items 994 3,562 Exceptional items: Restructuring (863) (226) Professional expenses incurred in respect of takeover approach - (204) Operating profit from continuing operations 131 3,132 Finance revenue 85 117 Finance costs (1,698) (1,524) Other finance expense - pensions (311) (142) (1,924) (1,549) (Loss) / profit on continuing activities before taxation (1,793) 1,583 Tax expense - UK (122) (3) - Overseas (613) (501) (Loss) / profit from continuing operations (2,528) 1,079 Discontinued operations Loss from discontinued operations (230) (10,149) Loss for the period (2,758) (9,070) Attributable to: Profit attributable to minority equity interest 695 574 Loss attributable to equity holders of the parent (3,453) (9,644) Total loss for the period (2,758) (9,070) Earnings per share (pence) Basic (loss) / earnings per share from continuing operations (9.4) 1.5 Diluted (loss) / earnings per share from continuing operations (9.1) 1.4 Basic loss per share on loss for the period (10.1) (28.7) Diluted loss per share on loss for the period (9.8) (27.6) Group Statement of Recognised Income and Expense for the year ended 30 September 2006 2006 2005 £'000 £'000 Exchange differences on retranslation of foreign operations (972) 604 Actuarial (losses) / gains on defined benefit pension plans (1,311) 1,920 Tax on items taken directly to or transferred from equity 393 (708) Net (expense) / income recognised directly in equity (1,890) 1,816 Loss for the period (2,758) (9,070) Total recognised income and expense for the year (4,648) (7,254) Attributable to: Equity holders of the parent (5,176) (7,993) Minority equity interests 528 739 (4,648) (7,254) Group Balance Sheet at 30 September 2006 2006 2005 £'000 £'000 Assets Non-current assets Property, plant and equipment 30,500 28,692 Intangible assets 6,480 6,480 Deferred tax asset on defined benefit pension plan 3,263 3,151 Other receivables - 2,000 40,243 40,323 Current assets Trade and other receivables 20,112 17,824 Inventories 13,195 12,614 Cash 4,909 10,396 38,216 40,834 Total assets 78,459 81,157 Liabilities Current liabilities Trade and other payables 22,306 23,306 Financial liabilities 1,758 2,102 Income tax payable 379 327 Provisions 306 593 24,749 26,328 Non-current liabilities Financial liabilities 18,674 14,980 Deferred tax liabilities 659 818 Provisions 93 109 Defined benefit pension plan deficit 10,879 10,503 30,305 26,410 Total liabilities 55,054 52,738 Net assets 23,405 28,419 Equity Called up share capital 8,612 8,592 Share premium 244 211 Capital redemption reserve 549 549 ESOP reserve (251) (251) Foreign exchange reserve (366) 439 Retained earnings 9,179 13,419 API Group shareholders' equity 17,967 22,959 Minority interest 5,438 5,460 Total equity 23,405 28,419 Group Cash Flow Statement for the year ended 30 September 2006 2006 2005 £'000 £'000 Operating activities Group operating profit 131 3,132 Adjustments to reconcile group operating profit to net cash flows from operating activities Operating loss from discontinued operations (230) (1,974) Depreciation and impairment of property, plant and equipment 3,457 4,412 (Profit) / loss on disposal of property, plant and equipment (22) 149 Share-based payments 131 87 Difference between pension contributions paid and amounts recognised in the income statement (835) (378) Decrease in inventories (870) (892) (Increase) / decrease in trade and other receivables (523) 6,043 Decrease in trade and other payables (1,120) (6,424) Movement in provisions (293) (590) Cash (used in) / generated from operations (174) 3,565 Income taxes paid (656) (563) Net cash flow from operating activities (830) 3,002 Investing activities Interest received 85 117 Purchase of property, plant and equipment (6,140) (4,806) Sale of property, plant and equipment 244 50 Purchase of subsidiary undertakings - (1,069) Sale of subsidiary undertakings - 8,033 Net cash flow from investing activities (5,811) 2,325 Financing activities Interest paid (2,047) (1,483) Dividends paid to minority interests (487) (788) Proceeds from share issues 53 340 Cash received from exercise of share options - 347 New borrowings 1,956 - Repayment of borrowings - (5,310) Net cash flow from financing activities (525) (6,894) Decrease in cash and cash equivalents (7,166) (1,567) Effect of exchange rates on cash and cash equivalents 116 244 Cash and cash equivalents at the beginning of the period 10,396 11,719 Cash and cash equivalents at the end of the period 3,346 10,396 Notes Segmental analysis The primary segment reporting format is determined to be geographical. At 30 September 2006, the Group is organised into three distinct independently managed geographic segments, Europe, North America and Asia Pacific. Secondary segment information is reported by business segment. Primary reporting format 2006 2006 2006 2005 2005 2005 £'000 £'000 £'000 £'000 £'000 £'000 By Geographical segment Continuing Discontinued Total Continuing Discontinued Total Total revenue by origin Europe 74,845 - 74,845 79,220 13,278 92,498 North America 25,958 129 26,087 22,806 181 22,987 Asia Pacific 13,035 - 13,035 12,614 6 12,620 113,838 129 113,967 114,640 13,465 128,105 Inter-segmental sales Europe 9,593 - 9,593 7,007 647 7,654 North America 494 - 494 933 38 971 Asia Pacific 1,772 - 1,772 1,130 - 1,130 11,859 - 11,859 9,070 685 9,755 External sales by origin Europe 65,252 - 65,252 72,213 12,631 84,844 North America 25,464 129 25,593 21,873 143 22,016 Asia Pacific 11,263 - 11,263 11,484 6 11,490 101,979 129 102,108 105,570 12,780 118,350 External sales by destination UK 34,398 14 34,412 40,460 6,024 46,484 Continental Europe 25,467 - 25,467 26,516 5,474 31,990 Americas 25,769 106 25,875 22,205 181 22,386 Asia Pacific 12,681 9 12,690 12,498 1,053 13,551 Rest of World 3,664 - 3,664 3,891 48 3,939 101,979 129 102,108 105,570 12,780 118,350 Segment Result Operating profit / (loss) Europe before exceptional items 205 - 205 4,290 (1,213) 3,077 exceptional items (597) - (597) - 46 46 (392) - (392) 4,290 (1,167) 3,123 North America before exceptional items 1,521 (53) 1,468 425 (307) 118 exceptional items (242) (177) (419) - (500) (500) 1,279 (230) 1,049 425 (807) (382) Asia Pacific before exceptional items 1,276 - 1,276 1,066 - 1,066 exceptional items - - - (36) - (36) 1,276 - 1,276 1,030 - 1,030 Central costs before exceptional items (2,008) - (2,008) (2,219) - (2,219) exceptional items (24) - (24) (394) - (394) (2,032) - (2,032) (2,613) - (2,613) Total operating profit / (loss) 994 (53) 941 3,562 (1,520) 2,042 before exceptional items Total operating profit / (loss) 131 (230) (99) 3,132 (1,974) 1,158 Share of operating loss in joint venture - - - - (55) (55) 131 (230) (99) 3,132 (2,029) 1,103 Loss on disposal of discontinued operations - - - - (8,120) (8,120) Profit / (loss) on ordinary operations before interest and taxation 131 (230) (99) 3,132 (10,149) (7,017) Net finance costs (1,613) - (1,613) (1,407) - (1,407) Other finance expense - pensions (311) - (311) (142) - (142) Profit / (loss) before taxation (1,793) (230) (2,023) 1,583 (10,149) (8,566) Income tax (735) - (735) (504) - (504) Net profit / (loss) for the year (2,528) (230) (2,758) 1,079 (10,149) (9,070) Notes (continued) Segmental analysis (continued) Primary reporting format 2006 2006 2006 2005 2005 2005 £'000 £'000 £'000 £'000 £'000 £'000 Assets and liabilities Continuing Discontinued Total Continuing Discontinued Total Segment assets Europe 50,885 - 50,885 53,110 - 53,110 North America 14,726 22 14,748 14,637 45 14,682 Asia Pacific 12,826 - 12,826 13,365 - 13,365 Total assets 78,437 22 78,459 81,112 45 81,157 Segment liabilities Europe 49,428 - 49,428 47,399 - 47,399 North America 3,914 - 3,914 3,693 7 3,700 Asia Pacific 1,712 - 1,712 1,639 - 1,639 Total Liabilities 55,054 - 55,054 52,731 7 52,738 Other segment information Capital expenditure Europe 2,280 - 2,280 2,910 435 3,345 North America 1,468 - 1,468 1,160 9 1,169 Asia Pacific 2,392 - 2,392 292 - 292 6,140 - 6,140 4,362 444 4,806 Depreciation Europe 2,413 - 2,413 2,737 449 3,186 North America 617 41 658 795 60 855 Asia Pacific 386 - 386 371 - 371 3,416 41 3,457 3,903 509 4,412 Impairment Europe - - - - 190 190 North America - - - - 212 212 Asia Pacific - - - - - - - - - - 402 402 Secondary reporting format By business segment Total sales Foils 76,584 - 76,584 71,012 - 71,012 Laminates 37,254 - 37,254 43,628 - 43,628 Metallised Paper - - - - 3,351 3,351 Converted Products - - - - 9,933 9,933 Chromagem - 129 129 - 181 181 113,838 129 113,967 114,640 13,465 128,105 Inter-segmental sales Foils 11,859 - 11,859 9,070 - 9,070 Laminates - - - - - - Metallised Paper - - - - 11 11 Converted Products - - - - 636 636 Chromagem - - - - 38 38 11,859 - 11,859 9,070 685 9,755 External sales Foils 64,725 - 64,725 61,942 - 61,942 Laminates 37,254 - 37,254 43,628 - 43,628 Metallised Paper - - - - 3,340 3,340 Converted Products - - - - 9,297 9,297 Chromagem - 129 129 - 143 143 101,979 129 102,108 105,570 12,780 118,350 Other segment information Segment assets Foils 48,725 - 48,725 49,370 - 49,370 Laminates 15,172 - 15,172 13,751 - 13,751 Head Office 14,540 - 14,540 17,991 - 17,991 Chromagem - 22 22 - 45 45 Total assets 78,437 22 78,459 81,112 45 81,157 Capital expenditure Foils 4,720 - 4,720 1,953 - 1,953 Laminates 806 - 806 376 - 376 Head Office 614 - 614 2,034 - 2,034 Metallised Paper - - - - 372 372 Converted Products - - - - 62 62 Chromagem - - - - 9 9 Total capital expenditure 6,140 - 6,140 4,363 443 4,806 Notes (continued) Operating profit 2006 2005 £'000 £'000 Exceptional items charged against operating profit from continuing operations comprise: Restructuring of operating businesses 651 390 Charlotte facility closure costs 242 - London office closure costs 7 82 Release of provision for vacant property (37) - Release of provision for legal claims - (246) Professional expenses incurred in respect of takeover approach - 204 863 430 Exceptional items are material items which derive from events or transactions that fall within the ordinary activities of the group and which need to be disclosed by virtue of their size or incidence. Earnings per share 2006 2005 £'000 £'000 Continuing operations Net (loss) / profit attributable to equity holders of the parent (3,223) 505 Exceptional items after tax attributable to equity holders of the parent 863 430 Net (loss) / profit from continuing operations before exceptional items (2,360) 935 attributable to equity holders of the parent Discontinued operations Net loss attributable to equity holders of the parent (230) (10,149) Loss on disposal of discontinued operations attributable to equity - 8,120 holders of the parent Exceptional items attributable to equity holders of the parent 177 454 Net loss from discontinued operations before exceptional items attributable to equity holders of the parent (53) (1,575) 2006 2005 pence pence Continuing operations Basic (loss) / earnings per share (9.4) 1.5 Diluted loss per share (9.1) 1.4 Discontinued operations Basic loss per share (0.7) (30.2) Diluted loss per share (0.7) (29.0) Total Basic loss per share (10.1) (28.7) Diluted loss per share (9.8) (27.6) Notes (continued) Discontinued operations Discontinued operations for the year represent the results of Chromagem, a subsidiary which ceased trading during March 2006. Discontinued operations in prior year include the results of the Metallised Paper division and the Converted Products division together with the loss incurred on disposal. These divisions were sold on 8 December 2004 and 20 January 2005 respectively. 2006 2005 £'000 £'000 Revenue 129 12,780 Expenses (359) (14,754) Operating loss and loss after tax for the period for discontinued operations (230) (1,974) Share of post tax loss in joint venture - (55) Total operating loss: group and share of joint venture (230) (2,029) Loss on disposal of discontinued operations - (8,120) Loss for the period from discontinued operations (230) (10,149) Basis of preparation This is the first year in which the group has prepared its consolidated financial statements under International Financial Reporting Standards ('IFRS'). The date of transition to IFRS was 1 October 2004. The group has applied optional exemptions available to it under IFRS 1. Comparative information at 30 September 2005 and for the year then ended has been restated from UK Generally Accepted Accounting Practice (UK GAAP) to comply with IFRS. The optional exemptions applied in respect of IFRS 1 are set out in the group's interim report for the six months ended 31 March 2006. Also included in the interim report are the group's accounting policies and reconciliations to IFRS from the previously published UK GAAP financial statements. The accounts have been prepared using the accounting policies referred to above and these policies have been consistently applied to all years presented. Publication of abridged accounts The preliminary announcement figures for the year ended 30 September 2006 and the comparative figures for the year ended 30 September 2005 are an abridged version of the Group's statutory accounts which carry an unqualified audit report and do not contain a statement under S237 (2) or (3) of the Companies Act 1985. The Group's audited statutory accounts for the year ended 30 September 2006 will be filed in due course with the Registrar of Companies. The Group's audited statutory accounts for the year ended 30 September 2005 have been filed with the Registrar of Companies. The Annual Report and Accounts for the year ended 30 September 2006 will be posted to shareholders by 12 January 2007 prior to the Annual General Meeting on 30 March 2007. Copies of the Annual Report and Accounts will be available to members of the public from 15 January 2007 at the Group's registered office at Second Avenue, Poynton Industrial Estate, Poynton, Cheshire SK12 1ND. Contingent liabilities The consideration for the sale of the Converted Products Division, which was sold in January 2005, includes a deferred element totalling £2.0 million. It is payable in January 2007 and, should the purchaser default, it is guaranteed by an independent insurance company. A potential claim has been received from the purchasers of the Converted Products Division, Tri-Q Limited which may affect the recoverability of £750,000 of the deferred consideration. The Directors consider that any claim will be unsuccessful and will robustly defend any legal action. Legal advice obtained indicates that a successful outcome is probable and consequently, no provision against the recoverability of the deferred consideration has been made in the accounts. End. This information is provided by RNS The company news service from the London Stock Exchange
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