9 Months Results

Creston PLC 29 September 2000 CRESTON PLC Preliminary Results for the nine month period ended 31 March 2000 Chairman's Statement The nine month period ended 31 March 2000 has been one of considerable activity and change for the group. Shareholders will be aware that in view of the market sentiment against property companies, particularly those with small market capitalisations, a change of strategy was announced last October to realise the value of the group's assets and return the proceeds to shareholders. Following that announcement the sale of all of the portfolio, except for one property ('Dougalston'), to companies in the Ashtenne Holdings PLC group was agreed. Details of this disposal were set out in a circular to shareholders on 16 February 2000. At an Extraordinary General Meeting on 3 March 2000 the disposal was approved by shareholders and completion of the sale of most of the properties followed on 7 March. The sale of one property, Telford, was subject to special conditions, I expect completion of the sale of this remaining property will occur shortly. The technical requirements of accounting standards have made the results for the nine month period difficult to appreciate at a glance. Overall, ignoring new shares issued and dividends paid and proposed, there was a reduction of £2,418,000 in net assets for the period. Because we revalued our portfolio at the interim stage to 31 December, accounting standards required the full loss on properties sold at an overall loss to be charged to the profit and loss account. However, similar adjustments for properties sold at an overall profit could not be applied. After the sale of the majority of the group's portfolio, we announced on 11 April 2000 a special dividend of 36p per ordinary share and this was paid on 5 May 2000. With the release of these results for the nine month period we now propose a further, final, dividend of 32.5p per ordinary share. The level of the final dividend has been set at the maximum amount that can be paid out as a dividend at this stage. This is the amount equal to the balance available on our distributable reserves having rounded down to the nearest half penny. The proposed final dividend comprises two parts. First, the main element of the final dividend proposed is a cash dividend of 31p per ordinary share. Secondly, an additional final dividend is proposed in the form of a distribution of shares in a newly incorporated subsidiary, Industrial & Commercial Holdings plc ('ICH'), to shareholders. The value of this element of the final dividend represents a further dividend of 1.5p per ordinary share. The principal asset of ICH is the one remaining property held by the group, Dougalston. In this way, the ownership of Dougalston is being transferred to shareholders in the form of a separate corporate vehicle. The value of Dougalston, and the value of ICH, at present is quite small but there is the possibility of achieving residential planning permission in the future, although we consider this unlikely in the short term. If planning consent were to be obtained in the future it is likely that the value of the shares in ICH would rise considerably. Making this distribution of the shares in ICH will leave Creston plc as a shell company. Because of the special nature of this proposed dividend in the form of shares in ICH a circular has been drafted to provide more detail of this proposed transaction and a copy of this circular accompanies this preliminary announcement. The total dividends therefore paid and proposed in respect of the nine month period have been an initial special dividend of 36p and the proposed final dividend of 32.5p, making a total of 68.5p per ordinary share. These dividends have been reflected in the attached accounts and, after these dividend payments, the net asset value per share of the company is 86p per share. These net assets are mainly represented by cash. There are two principal options open to the company: either to make further payments to shareholders by way of a capital reorganisation, or seek a new business activity for the company. The board continues to carefully consider these options. During the course of this calendar year to date there has been a certain level of speculation about the future of the company but at this stage neither of the two principal options has been ruled out. As a result of the sale of the group's portfolio Tom King, Carl Fry and Ronald Hooker have left the board, and in addition, most of the group's staff have also left the company. I would like to thank all of the personnel involved for their contributions. Their efforts have been considerable and are much appreciated by the board. David C Marshall Chairman 29 September 2000. Consolidated Profit and Loss Account for the period ended 31 March 2000 Nine months Year ended ended 31 March 2000 30 June 1999 £000 £000 Turnover 5,037 6,395 Cost of sales (2,282) (2,687) Gross profit 2,755 3,708 Administrative expenses (including exceptional costs of £175,000 (1999 - £759,000)) (1,127) (2,099) Operating profit 1,628 1,609 (Loss) profit on disposal of investment properties (174) 2,345 Exceptional losses arising from disposal of property portfolio (4,322) - Exceptional costs arising on closure of property operations (444) - (Loss) profit on ordinary activities before interest (3,312) 3,954 Net interest payable (including exceptional costs of £726,000 (1999 - £nil)) (1,942) (2,214) (Loss) profit on ordinary activities before taxation (5,254) 1,740 Tax credit on (loss) profit on ordinary activities - 219 (Loss) profit for the financial period (5,254) 1,959 Dividends (6,581) (262) Retained (loss) profit for the financial period £(11,835) £1,697 (Loss) earnings per share (59.2)p 22.0p Diluted (loss) earnings per share (59.2)p 20.1p Dividends per share: Special dividend paid 5 May 2000 36p - Final cash dividend proposed (see below) 31p 3p Final non-cash dividend proposed (see below) 1.5p - All activities derive from continuing operations that are in the process of discontinuing. Subject to authorisation at the annual general meeting on 16 November 2000, the final cash and non-cash dividends proposed will be paid on 17 November 2000 to shareholders registered on 27 October 2000. The shares are expected to be quoted ex-dividend on 23 October 2000. Consolidated Balance Sheet at 31 March 2000 31 March 30 June 2000 1999 £000 £000 Fixed assets Investment properties 1,086 36,745 Other tangible fixed assets 12 34 1,098 36,779 Current assets Stocks 1,200 4,297 Debtors 2,385 2,200 Cash at bank and in hand 13,579 767 17,164 7,264 Creditors: amounts falling due within one year including convertible debt (10,038) (4,670) Net current assets 7,126 2,594 Total assets less current liabilities 8,224 39,373 Creditors: amounts falling due after more than one year including convertible debt - (23,108) Net assets £8,224 £16,265 Capital and reserves Called up share capital 952 868 Share premium account 3,415 2,541 Revaluation reserve - 4,510 Special reserve 2,385 1,386 Other reserve 1,385 1,562 Capital redemption reserve 72 72 Profit and loss account 15 5,326 Total equity shareholders' funds £8,224 £16,265 Net asset value per share 86p 187p Statement of Total Recognised Gains and Losses for the period ended 31 March 2000 Nine months Year ended ended 31 March 2000 30 June 1999 £000 £000 (Loss) profit for the financial period (5,254) 1,959 Surplus on revaluation of properties in period 1,229 3,183 Prior period revaluation deficits charged to profit and loss account in period 1,784 - Total recognised gains and losses for the period £(2,241) £5,142 Reconciliation of Movements in Shareholders' Funds for the period ended 31 March 2000 Nine months Year ended ended 31 March 2000 30 June 1999 £000 £000 Total recognised gains and losses for the period (2,241) 5,142 Issue of new ordinary shares 958 - Repurchase of ordinary shares - (404) Net negative goodwill transferred to profit and loss account following closure of property operations of respective subsidiaries (177) - Dividends paid and proposed (6,581) (262) Net (reduction) addition to shareholders' funds (8,041) 4,476 Opening total equity shareholders' funds 16,265 11,789 Closing total equity shareholders' funds £8,224 £16,265 Historical Cost Profits and Losses for the period ended 31 March 2000 Nine months Year ended ended 31 March 2000 30 June 1999 £000 £000 Reported (loss) profit on ordinary activities before taxation (5,254) 1,740 Realisation of property revaluation surplus (deficit) 7,523 (146) Historical cost profit on ordinary activities before taxation 2,269 1,594 Historical cost profit for the period £2,269 £1,813 Consolidated Cash Flow Statement For the period ended 31 March 2000 Nine months Year ended ended 31 March 2000 30 June 1999 £000 £000 Net cash inflow from operating activities 2,327 4,833 Returns on investments and servicing of finance Interest received 37 56 Interest paid (1,804) (2,261) Exceptional costs paid relating to redemption of loans (1,085) - Net cash outflow from returns on investments and servicing of finance (2,852) (2,205) Taxation UK corporation tax refund - 274 Capital expenditure and financial investment Additions to investment properties (2,042) (7,235) Purchase of plant, vehicles and equipment - (12) Sale of investment properties 34,831 7,377 Sale of plant, vehicles and equipment 7 2 Net cash inflow from capital expenditure and financial investment 32,796 132 Equity dividends paid (268) - Management of liquid resources Cash invested on short term treasury deposits (12,950) - Net cash inflow before financing 19,053 3,034 Financing Issue of share capital for cash consideration 158 - Purchase of own shares - (404) Repayment of loans (19,349) (330) Repurchase of 6% convertible redeemable unsecured loan stock - (2,425) Net cash outflow from financing (19,191) (3,159) Decrease in cash £(138) £(125) NOTE The financial information set out in this announcement does not constitute the company's statutory accounts for the period ended 31 March 2000 or the year ended 30 June 1999, but is derived from those accounts. Statutory accounts for the year ended 30 June 1999 have been delivered to the Registrar of Companies and those for the period ended 31 March 2000 will be delivered following the company's annual general meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985. The announcement is prepared on the basis of the accounting policies as stated in the previous year's accounts. There have been no changes to these accounting policies. The announcement was approved by the directors on 29 September 2000.
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