Final Results

CRESTON PLC 18 October 1999 CHAIRMAN'S STATEMENT The group has had another very successful year. Net asset value per share increased by 45% to 187 pence per share, which arose from a combination of the profit for the financial year of £1,959,000, an increase of 9% over last year, and a property revaluation surplus of £3,183,000. Profit on ordinary activities before taxation amounted to £1,740,000 and there was a tax credit of £219,000 arising from the write-back of a deferred tax provision no longer required. In light of these excellent results, and as forecast in the Interim Report, the board is recommending a final dividend of 3 pence per share payable on 29 November 1999. In my report last year I mentioned that the board was concerned by the high discount to net asset value per share at which the company's shares have traded. The board's concern was, and remains, that shareholders should receive full value for their shareholdings, which can only be achieved if the market price of the shares properly reflects the considerable success of the group over recent years and its future prospects. Between 30 June 1995 and 30 June 1999 the group's net asset value per share increased by 335%. Research shows that this was an achievement substantially better than the performance of the vast majority of the company's competitors that are listed on the London Stock Exchange over the same period of time. Nevertheless, the company's shares continue to trade at a significant discount to net asset value per share, which at 13 October 1999 amounted to 26%. It is clear that the market has failed to recognise the company's performance and, with sentiment very much against companies with small market capitalisations, the board is of the view that it may be some time before shareholders can achieve full value. Your board has therefore decided to realise the value of the group's assets and to return the funds raised to shareholders in a tax efficient manner. It would not be prudent at this stage to make a forecast, but it is expected that the amount returned will be considerably in excess of the level at which the company's shares have recently traded. No decisions have been taken yet regarding the time period over which this new strategy will be pursued, except that it will be implemented in a fashion designed to obtain the greatest value for shareholders. When the board is able to be more specific about the company's proposals, further information will be made available to shareholders. As shareholders will appreciate, the results achieved over the last four years were the product of a sound strategy devised and implemented by the executive directors, Tom King and Carl Fry, who were well supported by the group's other senior employees and staff. We owe the increase in shareholder value to them and, accordingly, I and the other non-executive directors would like to record our considerable appreciation to them for the success achieved. I will be standing down as Chairman prior to the annual general meeting. I am not in agreement with the new strategy and it is, therefore, fitting that the board should elect a new Chairman. I will resign from the board at the year end. RONALD G HOOKER CBE FREng Chairman OPERATING REVIEW The Chairman's Statement sets out the company's new strategy, which is to realise the value of the group's assets and return the proceeds to shareholders. As the Chairman has explained, the board decided on this new direction because of market sentiment in companies with small market capitalisations along with the significant discount to net asset value per share at which the company's shares have traded. Our strategy until now has been highly focused on achieving shareholder value through growth in net asset value per share and our policies in terms of property activities and financial structuring have closely reflected this objective. The success of our strategy is demonstrated in the 335% growth over the last four years in net asset value per share, which equates to a compound annual return of 35%. In the last financial year alone there was an increase in net asset value per share of 45%. Whilst the board's decision reflects market sentiment, from a personal view I am disappointed that it has not allowed me to continue to pursue my ambition of taking the company onto a larger stage. However, the task now is to realise the value of the company's assets in a controlled fashion to the benefit of all shareholders and this task is already underway. I will be stepping down as Managing Director from 30 November 1999, but will remain with the company as a consultant and non-executive director to assist in implementing the new strategy. THOMAS P KING Managing Director FINANCIAL REVIEW As I mentioned in my review last year, the group's principal financial objective was to increase consistently net asset value per share. I also said that the purpose of the group's financial policies was to set a framework within which such growth could be achieved with an acceptable level of risk. The financial policies adopted over the last four years have been particularly successful. The strong emphasis on cash flow enabled us to look forward with confidence that the group's base business was sound and to concentrate on new projects. The high level of gearing provided the funds to invest in a broad range of high profit potential investments that have delivered considerable additional value to the group. At the same time by fixing the interest rates applying to most of the group's borrowings risk was contained to a modest level. The revolving credit facility arranged with Bank of Scotland has been of considerable benefit to the group. It enabled property transactions to proceed very quickly without the need for fresh loan documentation for each transaction. It also gave property vendors considerable confidence of our ability to proceed with transactions. As planned, the company's 6% Convertible Redeemable Unsecured Loan Stock was redeemed on 30 April 1999. Further repurchases of the company's ordinary shares were made during the year with a total of 480,000 shares repurchased at an average price of 84 pence per share. This brings the number of shares repurchased over the last two years to 717,481 shares at an average price of 83 pence per share, which was considerably below net asset value per share over the same period. This year the notes to the accounts contain the additional disclosures required by FRS 13 regarding the group's financial assets and liabilities. In light of the group's new strategy, perhaps the item of most interest to shareholders relates to the difference between the book values and fair values of the financial assets and liabilities. This sum amounts to £1,268,000, which is equivalent to 15 pence per share. Net of this amount the group's net asset value per share would reduce to 172 pence per share. However, it should be noted that since 30 June 1999, interest rates of all maturities have increased and at 28 September 1999 the difference between the book values and fair values of the group's financial assets and liabilities had fallen to £684,000 or 8 pence per share. At the year end the group's investment properties were valued by the directors leading to a revaluation surplus of £3,183,000. CARL D FRY FCA Finance Director Consolidated Profit and Loss Account for the year ended 30 June 1999 1998 £000 £000 Turnover 6,395 11,348 Cost of sales (2,687) (6,119) Gross profit 3,708 5,229 Administrative expenses - including exceptional cost of £759,000 in 1999 (2,099) (1,363) Operating profit 1,609 3,866 Profit on disposal of investment properties 2,345 873 Profit on ordinary activities before interest 3,954 4,739 Net interest payable (2,214) (2,936) Profit on ordinary activities before taxation 1,740 1,803 Tax on profit on ordinary activities 219 - Profit for the financial year 1,959 1,803 Dividends (262) - Retained profit for the financial year £1,697 £1,803 Earnings per share 22.0p 19.5p Diluted earnings per share 20.1p 17.9p Dividends per share 3.0p - Consolidated Balance Sheet at 30 June 1999 1998 £000 £000 Fixed assets Investment properties 36,745 27,733 Other tangible fixed assets 34 47 36,779 27,780 Current assets Stocks 4,297 10,339 Debtors 2,200 1,884 Cash at bank and in hand 767 892 7,264 13,115 Creditors: amounts falling due within one year including convertible debt (4,670) (6,408) Net current assets 2,594 6,707 Total assets less current liabilities 39,373 34,487 Creditors: amounts falling due after more than one year including convertible debt (23,108) (22,479) Provisions for liabilities and charges _ (219) Net assets £16,265 £11,789 Capital and reserves Called up share capital 868 916 Share premium account 2,541 2,541 Revaluation reserve 4,510 1,181 Special reserve 1,386 1,386 Other reserve 1,562 1,562 Capital redemption reserve 72 24 Profit and loss account 5,326 4,179 Total equity shareholders' funds £16,265 £11,789 Net asset value per share 187p 129p Statement of Total Recognised Gains and Losses for the year ended 30 June 1999 1998 £000 £000 Profit for the financial year 1,959 1,803 Unrealised surplus on revaluation of properties 3,183 7 Total recognised gains and losses for the year £5,142 £1,810 Reconciliation of Movements in Shareholders' Funds for the year ended 30 June 1999 1998 £000 £000 Total recognised gains and losses for the year 5,142 1,810 Issue of new ordinary shares _ 1 Repurchase of ordinary shares (404) (189) Negative goodwill on acquisition _ 516 Dividends proposed (262) _ Net addition to shareholders' funds 4,476 2,138 Opening total equity shareholders' funds 11,789 9,651 Closing total equity shareholders' funds £16,265 £11,789 Historical Cost Profits and Losses for the year ended 30 June 1999 1998 £000 £000 Reported profit on ordinary activities before taxation 1,740 1,803 Realisation of property revaluation (deficit) surplus of previous years (146) 246 Historical cost profit on ordinary activities before taxation 1,594 2,049 Historical cost retained profit for the year £1,551 £2,049 Consolidated Cash Flow Statement for the year ended 30 June 1999 1998 £000 £000 Net cash inflow from operating activities 4,833 7,777 Returns on investments and servicing of finance Interest received 56 55 Interest paid (2,261) (3,221) Net cash outflow from returns on investments and servicing of finance (2,205) (3,166) Taxation UK corporation tax refund 274 - Capital expenditure and financial investment Purchase of investment properties (7,235) (1,070) Purchase of plant, vehicles and equipment (12) (23) Sale of investment properties 7,377 7,957 Sale of plant, vehicles and equipment 2 32 Net cash inflow from capital expenditure and financial investment 132 6,896 Acquisitions and disposals Cash at bank acquired on purchase of subsidiary - 66 Cash balance forgone net of sale proceeds on disposal of subsidiary - (74) Net cash outflow from acquisitions and disposals - (8) Net cash inflow before financing 3,034 11,499 Financing Issue of share capital for cash consideration - 1 Purchase of own shares (404) (189) Repayment of loans (330) (10,367) Repurchase of 6% convertible redeemable unsecured loan stock (2,425) (407) Net cash outflow from financing (3,159) (10,962) (Decrease) increase in cash £(125) £537 NOTE The financial information set out in this announcement does not constitute the company's statutory accounts for the years ended 30 June 1999 or 1998, but is derived from those accounts. Statutory accounts for the year ended 30 June 1998 have been delivered to the Registrar of Companies and those for the year ended 30 June 1999 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 18 October 1999.
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