Interim Results - 6 Months to 31 December 1999

Creston PLC 28 April 2000 Interim Results for the six months ended 31 December 1999 Chairman's Statement The results for the six months ended 31 December 1999 are shown in the attached profit and loss account, statement of total recognised gains and losses, and balance sheet. The background to the results for the six month period is that a change of strategy was announced by the board on 18 October 1999 to realise the group's assets and return the proceeds to shareholders in a tax efficient manner. As a result of this change of strategy, a disposal of all of the portfolio, with the exception of one property ('Dougalston'), to companies within the Ashtenne Holdings PLC ('Ashtenne') group was agreed. Details of this disposal were set out in a circular to shareholders on 16 February 2000. The disposal was approved by shareholders at an Extraordinary General Meeting on 3 March 2000 and completion of the sale occurred on 7 March 2000, with the exception of the group's property in Telford. This was because the sales of some of the properties to Ashtenne were conditional upon specific matters in relation to the individual properties, as set out in the circular, and not all conditions in relation to Telford have yet been settled. I am hopeful that the sale of this property will become unconditional in the near future enabling the final tranche of the sales price from Ashtenne of £2,800,000 to be received. Two significant accounting adjustments in the accounts for the six months ended 31 December 1999 have arisen as a result of the change of strategy. First, the group's portfolio has been revalued based on the prices achieved upon their disposal to Ashtenne. Because of the sale, accounting standards require that the full loss on properties carried below cost must be charged to the profit and loss account whereas surpluses over cost are accounted for in the statement of total recognised gains and losses. Provision has also been made in the profit and loss account for costs relating to the sale of the portfolio. Secondly, the sale represents a termination of the group's property activities and costs incurred after 31 December 1999, but which relate to the termination, have been accrued in these accounts. Details of the exceptional costs are given in the attached notes to the accounts. After making the accounting adjustments referred to above, the profit and loss account for the six months showed a loss of £5,410,000 compared with a profit of £745,000 for the corresponding period of last year. However, positive revaluation adjustments totalling £2,866,000 (nil in the corresponding period) have been made to the group's investment properties resulting in a net recognised loss after revaluation adjustments for the six months of £2,544,000. The loss per share was 61.6p compared with earnings per share of 7.5p last time. Net assets per share, after making the adjustments referred to above, were 155p. After completion of the sale of the properties on 7 March, broadly the group's assets now comprise cash of approximately 126p per share and, the Telford property referred to above, which on completion will result in further cash of 29p per share. Following the successful disposal of the majority of the portfolio to Ashtenne, on 11 April 2000 the board announced payment of a special dividend of 36p per ordinary share. This constitutes a total distribution of £3,456,000. The dividend will be paid on 5 May 2000. A further dividend will be paid following the issue of the group's next statutory accounts of an amount equivalent to the company's then distributable reserves. The group's statutory financial period has been shortened to 31 March 2000 and the results for the nine month period, together with details of the level of the further dividend, will be announced in due course. Once the further dividend has been paid, there will be a remaining balance of net assets retained within the company. The board is considering whether the balance should be returned to shareholders by way of a capital reorganisation or whether a new business activity should be sought for the company. After the sale to Ashtenne of the remaining property in Telford has been completed, the group will hold only one investment property, Dougalston. This property, which has a book value of £132,500, comprises 167 acres of land at Dougalston Golf Club and Dowan Farm Milngavie, near Glasgow which has the potential for residential development. The board believes that residential planning consent is unlikely to be achieved in the short term and the board are considering the options open to them in relation to this property. As a result of the change in strategy, and the disposal of the portfolio, Mr TP King and Mr CD Fry have left the board, and Mr RG Hooker has announced his intention to retire at the end of this month. I would like to thank them for their contribution to the development of the company over the years. David C Marshall Chairman 28 April 2000 Unaudited Consolidated Profit and Loss Account for the six months ended 31 December 1999 Six months Six months Year ended ended ended 31 December 31 December 30 June 1999 1998 1999 Notes £000 £000 £000 Turnover 2,876 2,107 6,395 Cost of sales ( 765) ( 440) (2,687) Gross profit 2,111 1,667 3,708 Administrative expenses (including exceptional costs) 1 ( 824) (1,039) (2,099) Operating profit 1,287 628 1,609 Profit on disposal of investment properties 353 1,259 2,345 Exceptional losses arising from disposal of property portfolio 1 (4,833) - - Exceptional provision for closure costs 1 ( 458) - - (Loss) profit on ordinary activities before interest (3,651) 1,887 3,954 Net interest payable (including exceptional costs) 1 (1,759) (1,142) (2,214) (Loss) profit on ordinary activities before taxation (5,410) 745 1,740 Tax on (loss) profit on ordinary activities - - 219 (Loss) profit for the financial period (5,410) 745 1,959 Dividends 2 ( 6) - ( 262) Retained (loss) profit for the financial period (5,416) 745 1,697 (Loss) earnings per share 3 (61.6p) 8.3p 22.0p Diluted (loss) earnings per share 3 (61.6p) 7.5p 20.1p All activities derive from discontinuing operations. Unaudited Statement of Total Recognised Gains and Losses for the six months ended 31 December 1999 Six months Six months Year ended ended ended 31 December 31 December 30 June 1999 1998 1999 £000 £000 £000 (Loss) profit for the financial period (5,410) 745 1,959 Unrealised surplus on revaluation of properties 1,229 - 3,183 Prior period revaluation deficits charged to profit and loss account in period 1,637 - - Total recognised gains and losses for the period (2,544) 745 5,142 Unaudited Consolidated Balance Sheet at 31 December 1999 31 December 31 December 30 June 1999 1998 1999 Notes £000 £000 £000 Fixed assets Investment properties 35,248 27,457 36,745 Other tangible fixed assets 24 47 34 35,272 27,504 36,779 Current assets Property stocks 2,665 10,407 4,297 Debtors 895 3,816 2,200 Cash at bank and in hand 119 215 767 3,679 14,438 7,264 Creditors: amounts falling due within one year including convertible debt (5,098) ( 6,622) (4,670) Net current (liabilities) assets (1,419) 7,816 2,594 Total assets less current liabilities 33,853 35,320 39,373 Creditors: amounts falling due after more than one year including convertible debt (20,037) (22,793) (23,108) Provisions for liabilities and charges - ( 219) - Net assets 13,816 12,308 16,265 Capital and reserves Called up share capital 890 889 868 Share premium account 2,620 2,541 2,541 Revaluation reserve 7,019 1,478 4,510 Special reserve 1,591 1,386 1,386 Other reserve 1,562 1,562 1,562 Capital redemption reserve 72 51 72 Profit and loss account 62 4,401 5,326 Total equity shareholders' funds 13,816 12,308 16,265 Net asset value per share 3 155p 138p 187p Notes to the Unaudited Interim Accounts for the six months ended 31 December 1999 1. Exceptional items Six months Six months Year ended ended ended 31 December 31 December 30 June 1999 1998 1999 £000 £000 £000 The following exceptional items are included in: Administrative expenses Exceptional provision for executive directors' triennial bonus scheme 129 398 759 Exceptional losses arising from disposal of property portfolio Exceptional provision against carrying value of property stocks 1,126 - - Exceptional provision for permanent diminution in value of investment properties 1,188 - - Exceptional elimination of prior period revaluation deficits from revaluation reserve 1,637 - - Exceptional provision for costs relating to the sale of portfolio 528 - - Exceptional provision for other costs arising from portfolio sale to Ashtenne 354 - - 4,833 - - Exceptional provision for closure costs Exceptional provision for redundancy costs 458 - - Net interest payable Exceptional costs relating to redemption of loans 732 - - 2. Dividends No dividend is paid or proposed for the six months ended 31 December 1999 (six months ended 31 December 1998 - no dividend). For the year ended 30 June 1999 a dividend of 3p per ordinary share was proposed. Following publication of the accounts to 30 June 1999 additional shares were issued which ranked for the 3p dividend and the dividend charge of £6,000 for the six months ended 31 December 1999 represents the dividend in respect of those additional shares. As mentioned in the Chairman's Statement, following the successful disposal of the majority of the portfolio to Ashtenne, a special dividend of 36p per ordinary share was declared on 11 April 2000. This dividend will be paid on 5 May 2000. 3. (Loss) earnings per share, diluted (loss) earnings per share, and net assets per share (Loss) earnings per share is based on the loss for the financial period of £5,410,000 (1998/99 interim: profit £745,000; 1998/99 final: profit £1,959,000) divided by the weighted average number of ordinary shares in issue during the period of 8,786,064 (1998/99 interim: 8,961,933; 1998/99 final: 8,891,083). Diluted (loss) earnings per share is based on the loss for the financial period of £5,410,000 (1998/99 interim: adjusted profit £825,000; 1998/99 final: adjusted profit £2,105,000) divided by the weighted average number of shares in issue during the period of 8,786,064 (1998/99 interim: adjusted 10,986,194; 1998/99 final: adjusted 10,471,632). Net assets per share is based on net assets of £13,816,000 (1998/99 interim: £12,308,000; 1998/99 final: £16,265,000) divided by the number of shares at the end of the financial period of 8,907,015 (1998/99 interim: 8,892,015; 1998/99 final: 8,682,015). The financial information contained in this Interim Report does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985 and has been neither audited nor reviewed by the auditors. The statutory accounts for the year ended 30 June 1999 have been reported on by the auditors and delivered to the Registrar of Companies. The auditors' report was unqualified and did not contain a statement under section 237(2) or 237(3) of the Companies Act 1985. A copy of this report is being sent to the holders of ordinary shares. Members of the public may obtain a copy from the company's registered office, 199 Piccadilly, London W1V 9LE. For enquiries please contact Mark Thompson, Creston plc Tel: 020 7292 6000
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