Final Results - Year Ended 31 December 1999

Cohen(A.) & Co PLC 3 July 2000 A.Cohen & Co Plc - Preliminary results statement -Year ended 31st December 1999 The preliminary results of A.Cohen & Co Plc and its subsidiary and associated undertakings for the year ended 31st December 1999, approved at a meeting of the Directors held today 3rd July 2000 together with the corresponding year ended 31st December 1998 are set out below 1999 1999 Continuing Discontinued 1999 1998 £000 Unaudited Unaudited Unaudited Audited Turnover 65324 5943 71,267 67,582 Cost of Sales 58934 5824 64,758 62,215 Gross profit 6,390 119 6,509 5,367 Distribution costs -1327 -256 -1,583 -1,447 Administrative expenses -6766 -303 -7,069 -5,099 Other operating income 169 169 106 -7,924 -559 -8,483 -6,440 Operating loss before interest -1,534 -440 -1,974 -1,073 Share of profit (loss) in associated undertakings 89 Operating loss before interest -1,974 -984 Interest receivable 49 Interest payable -855 -941 Profit on the sale of fixed assets 31 Exceptional items-costs of fundamental reorganisation -1,896 Loss on ordinary activities before taxation -4,645 -1,925 Tax credit(charge) -52 7 Loss on ordinary activities after -4,697 taxation Minority interests 82 Loss for the year attributable to -4,615 -1,918 shareholders Basic and diluted losses per share -279.4 -116.1 (pence) Dividends No interim dividend paid (1998 Nil) No Final proposed (1998 Nil) Commentary The total losses of the group including exceptional costs are now reported above as £4.6 million compared with the estimate of £4.0 million made in the profit warning on 9th February 2000 due to higher restructuring costs as a result of increased rationalisation. During late last year it was decided to exit all unprofitable operations and included in the above losses are the costs and losses associated with the closure of the majority of the Woolwich foundry and the provision for costs incurred and to be incurred in rationalising the residual activities of the group. As previously reported the working capital of the group was unfavourably impacted by the losses and notwithstanding the funds generated from the earlier restructure of the Group already been undertaken including the sale of the Glasgow Aluminium works, and the partial public float of the Australian subsidiary Nonferral Recyclers Limited and some rationalisation of other activities including Silec in Australia and activities here in the UK. Sufficient working capital was not generated from these asset sales with the small contribution from ongoing activities for the satisfactory continuation of those ongoing activities and to meet bank and creditor obligations arising from the losses without the necessity of further restructuring. It has therefore been necessary to make further restructuring changes to improve and resolve the position including the sale in three tranches of the balance of Nonferral Recyclers Ltd at the present market value which will generate an additional £1.78 million. Subject to completion of documentation for the necessary finance arrangements during the coming week and to secure finance for the completion of arrangements to the satisfaction of the company bankers including the completion of statutory Australian Securities and Investment Commission and Australian Stock Exchange requirements the funds will be received commencing this week and over the next 90 days. Due to the reduced current market value of Nonferral Recyclers Ltd shares the sale will result in a further significant loss to A.Cohen & Co plc. This loss together with the losses for 1999 will result in the net asset value of the shares in A.Cohen & Co plc being reduced to approximately 50 pence per share. The sale of Nonferral Recyclers Ltd will also facilitate the generation of additional funds from the sale of the residual 45% of the group equity in Silec Pty Ltd for a nominal sum and the recovery of the present value of loans from these companies. Together with the amounts outstanding from Nonferral Recyclers Limited an aggregate further amount in the order of £0.4 million will also be received over the next 90 days commencing this week The purchase of the 52.2% of Nonferral Recyclers Ltd is to be undertaken by Wilmington Pty Ltd which represents interests associated with Mr Royce Ritchie the Chairman of both the company and Nonferral Recyclers Ltd in a manner that will satisfy the company's bankers and facilitate the repayment of all debt to the banking syndicate of A.Cohen & Co plc and its wholly owned subsidiaries whilst complying with Australian Stock Exchange and Australian Securities and Investment Commission requirements. The directors other than Mr Ritchie have obtained independent advice on the sale and the banking and working capital position of the company prior to proceeding with the transactions. Upon the sale of the shares in Nonferral Recyclers Ltd it will cease to be a subsidiary of A.Cohen & Co plc and Nonferral Recyclers Ltd is able to be allotted with 75,000 new fully paid ordinary shares in the company pursuant to the resolution passed by shareholders at the Annual General Meeting in 1999. A further 225,000 fully paid ordinary shares will also be allotted to Nonferral Recyclers Ltd to raise working capital for the company. Nonferral Recyclers Ltd will hold 27.46% of the increased capital of the company and if aggregated with other holdings by Melbase Corporation Pty Ltd which is also associated with Mr Ritchie Nonferral Recyclers Ltd and interests associated with mr Ritchie will hold 29.52% of the increased capital of the company. All shares will be allotted at an issue price of 20 pence per share to enable A.Cohen & Co plc to assist in the provision of necessary working capital for the reduced residual activities of the company undertaken by its subsidiaries A.Cohen & Co (Great Britain) Ltd which will be recapitalised to overcome past losses and Jacob Metals Ltd and to assist in financing the future development of the company. The necessary majority of the concert party holding in excess of 50% of the voting capital of A.Cohen & Co plc until today have irrevocably agreed to vote in favour of the sale of the entire shareholding in Nonferral Recyclers Ltd to Wilmington Pty Ltd and to the proposed allotment of 225,000 fully paid shares to Nonferral Recyclers Ltd. In addition to the 75,000 fully paid ordinary shares already approved by shareholders at the 1999 Annual General Meeting. Consequent upon the cessation of control of A.Cohen & Co plc by the concert party and reduction in the shareholding to 36.8% as a result of the increase in the capital Messrs R.O.Cohen, B. Weatherill and S.Redman will resign and cease to be directors of the A.cohen & Co plc. Mr S. Redman will continue as Finance Director and Company Secretary for the Group whilst Mr R.Cohen will continue to manage the trading activities of the wholly owned subsidiary A.Cohen & Co (Great Britain) Ltd. A further review of the structure of the Board of A.Cohen & Co plc will be undertaken as soon as possible and if possible prior to the Annual General Meeting A circular setting out the details of the transactions will be distributed to shareholders for ratification as required by the Stock Exchange. A.Cohen & Co plc will continue to operate in the existing fields of activity in the United Kingdom each of which are now making a contribution to profits. The accounts for the year ended 31st December 1999 will be produced on a going concern basis subject to completion of all documentation in relation to the above to the satisfaction of all parties including banks, financiers and shareholders. The necessary resolutions will be presented to shareholders of both A.Cohen & Co plc and Nonferral Recyclers Ltd to approve and/or ratify the above transactions within the relevant laws and requirements in each of the United Kingdom and Australia after which those transactions requiring prior approval will be completed. The Annual General Meeting of A.Cohen & Co plc will be held in August with the date set this week. For and on behalf of the Board Royce Ritchie Executive Chairman For further information or clarification please contact the Executive Chairman Mr Royce Ritchie on 020 7499 3464. END d FR DGGGNNFKGGZG
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