Dunedin Enterprise Investment Trust PLC Results
19 March 2014
For release 19 March 2014
Dunedin Enterprise Investment Trust PLC ("the Company")
Year ended 31 December 2013
Dunedin Enterprise Investment Trust PLC, the private equity investment trust which specialises in investing in mid-market buyouts, announces its results for the year ended 31 December 2013.
Financial Highlights:
· Net asset value total return of 0.6% in the year to 31 December 2013
· Net asset value total return over 10 years of 8% per annum
· Realisations of £27.3m in the year
· New investment of £18.5m in the year
· Total of £60m now committed to Dunedin Buyout Fund III LP
· Tender offers undertaken for a total of £18.0m
· Further tender offer of £5.2m proposed
· Final dividend of 16.5p per share
Comparative Total Return Performance
|
Year to 31 December 2013 |
Net Asset value*1 |
Share price |
FTSE Small Cap (ex Inv Cos) Index |
|
One year |
0.6% |
7.4% |
43.9% |
|
Three years |
12.7% |
58.0% |
66.3% |
|
Five years |
37.6% |
148.6% |
206.6% |
|
Ten years |
91.7% |
132.9% |
115.0% |
*1 - taken from 30 April for ten years
Shaun Middleton, Managing Partner of Dunedin LLP ("Dunedin"), the UK mid-market private equity house which manages Dunedin Enterprise Investment Trust PLC commented "During the last twelve months the Trust has made two investments via Dunedin Buyout Fund III in Trustmarque Solutions and Kee Safety; and exited two European funds and Practice Plan, generating a strong return.
Focus has been on driving value creation across the portfolio through organic and acquisitive growth. Dunedin-backed businesses made a total of eight follow-on acquisitions in the last twelve months, enabling them to accelerate growth on an international level. Dunedin is focussed on investing in UK headquartered businesses with a market leading position in their niche, and provides shareholders with the only access points to these businesses in the lower mid-market."
For further information please contact:
|
Graeme Murray Dunedin LLP 0131 225 6699 0131 718 2310 07813 138367 |
Corinna Osborne / Emily Weston Equity Dynamics 07825 326 440 / 07825326442 corinna@equitydynamics.co.uk emily@equitydynamics.co.uk |
Chairman's Statement
Dunedin Enterprise is the only UK listed private equity investment trust with an ongoing mandate to invest exclusively in the UK lower mid-market. It thus represents a unique opportunity to access this part of the private equity market for investors. The Company operates a Distribution Policy whereby a proportion of capital proceeds from realised investments are returned to shareholders. This aims to optimise the use of capital resources within the Company.
Results
As at 31 December 2013 the net asset per share was 529.3p. Taking into account last year's final dividend of 6.5p, there was a total return to shareholders of 0.6%. The share price total return over the same period was 7.4%. At the time of writing the share price is 409p, a discount of 22.7% to net asset value per share.
Over the past 10 years the Company has achieved a net asset total return of 8% per annum.
A final dividend of 16.5p per share is proposed, at a cost of £3.6m. The dividend is payable on 23 May 2014 following the AGM.
During the year the Company's investment in two European funds, Egeria and FSN Capital, was disposed of for a total consideration of £17.4m. In addition the Trust's holding in Practice Plan was sold, generating capital proceeds of £9.0m and income of £6.1m.
A distribution of £12.5m was made to shareholders via a tender offer in May 2013 at a price of 475p and a further distribution of £5.5m by way of a tender offer at 475p was made in October 2013. The balance of capital currently available for distribution under the Distribution Policy amounts to £5.2m. It is therefore proposed by the Board that £5.2m is returned to shareholders via a tender offer in May 2014 at 475p per share as set out in Resolution 13 of the Notice of Annual General Meeting.
Since the Distribution Policy was introduced in 2011, the Company has returned £39.1m to shareholders. Following the tender offer in May 2014 this total increases to £44.3m. This represents 28% of the net assets of the Company as at 30 September 2011, the nearest quarter end prior to the introduction of the Distribution Policy.
Included with the results for the year ended 31 December 2013 is a management performance fee of £0.5m. The performance fee relates to the successful realisation to date of three of the Company's five European funds. The basis for the fee was approved by shareholders in 2012 and is payable on 31 December 2014.
Portfolio
The change of emphasis away from Europe to the UK has continued successfully. During the year a further commitment was made to Dunedin Buyout Fund III, which will invest in the UK lower mid-market. This takes the Company's commitment to £60m and will be drawn down over the next four years. Following the disposal of stakes in Egeria and FSN Capital, two European funds remain in the portfolio, Realza and Innova.
At 31 December 2013 the portfolio consisted of Dunedin managed UK investments 65%, European investments 11% and cash 24%. The Company had outstanding commitments of £62.6m to Dunedin funds, £13.7m to European funds and cash or near cash of £27.9m. In addition the Company has a bank facility of £20m which expires on 27 February 2017. It is expected that £55m of the total outstanding commitments will ultimately be drawn over the remaining life of the funds. The Board is comfortable with the balance between uncalled commitments and cash resources given the expected rate of new investment.
A total of £18.5m was invested during the year of which £14.0m was invested by Dunedin funds and £4.5m drawn down by European funds. Details are contained in the Manager's Review.
Alternative Investment Managers' Directive
This European Directive seeks to reduce systematic risk by regulating alternative investment fund managers ("AIFMs") responsible for managing certain investment funds (including investment trusts). The Directive was implemented on 22 July 2013 and the Financial Conduct Authority ("FCA") permits a transitional period of one year during which AIFMs must seek authorisation. Dunedin LLP is approved by the FCA as a small AIFM and has been appointed as the Company's AIFM.
Independence Referendum
The Board is concerned about the uncertainty surrounding the Independence Referendum in Scotland and will develop contingency plans as appropriate.
New Reporting Requirements
A number of changes to annual reporting by companies have been introduced effective from 30 September 2013. These include the introduction of a new Strategic Report which is intended to replace the Business Review section of the Directors' Report. Other changes comprise additional Audit Committee reporting requirements and changes to the structure and voting requirements in respect of the Directors' Remuneration Report.
Board changes
As announced in the interim statement, I will retire from the Board at the AGM. I have been on the Board since 2001 and have been Chairman for the past two years. Duncan Budge, who joined the Board in 2012, will become Chairman. I have really enjoyed my time as a Director of the Trust and believe that it has a sound future, an excellent Manager and a purposeful and challenging Board.
Outlook
The UK economy appears to be relatively stable and, although there are some signs of improvement, the recovery is patchy. GDP growth at the time of writing is forecast at 1.8% for 2013 and 2.4% for 2014. Unemployment is forecast to fall from 7.5% in 2013 to 7.1% in 2014. The international indicators are also pointing in a positive direction.
Continuing improvement in the economic outlook will reinforce portfolio prospects. The majority of portfolio companies are budgeting for increased profits in 2014. Your Manager seeks to invest in UK companies with growth strategies in both the UK and abroad. This in turn has resulted, inter alia, in a greater degree of internationalisation of the portfolio.
In terms of new investment, the outlook for the UK market in 2014 is for a quieter first half and busier second half of the year.
David Gamble
Chairman
19 March 2014
Manager's Review
In the year to 31 December 2013 the net asset value per share has moved from 532.7p to 529.3p. After taking account of a final dividend for 2012 of 6.5p (paid in 2013), the movement in the year equates to a total return of 0.6%.
The Company's net asset value decreased from £137.2m to £116.3m over the year. This movement is stated following tender offers of £18.0m and dividend payments totalling £1.7m.
This movement in net assets is explained by:
£m
Net asset value at 1 January 2013 137.2
Unrealised value increases 7.7
Unrealised value decreases (7.5)
Realised profit over opening valuation *1 (4.9)
Tender offer to shareholders (excluding costs) (18.0)
Dividends paid to shareholders (1.7)
Other revenue and capital movements 3.5
Net asset value at 31 December 2013 116.3
*1 - £6.1m of income was also received from the realisation of Practice Plan and recognised under "Other revenue and capital movements". This accrued income was reflected in the opening valuation of Practice Plan
Tender Offer
In 2013 the Company undertook two tender offers. The first in May 2013 was for 10.2% of the share capital of the Company at a price of 475p per share which was a 10.8% discount to the most recently published net asset value per share as at 31 December 2012. In October 2013 there was a second tender offer undertaken by the Company at a price of 475p per share which represented a discount of 11.2% to the net asset value per share as at 30 June 2013. The total amount returned to shareholders under these tender offers amounted to £18.0m. This takes the total returned to shareholders via tender offers under the Distribution Policy to £39.1m. There remains up to £5.2m to be returned to shareholders under the Distribution Policy following the realisation of Practice Plan detailed below.
Portfolio Composition
Dunedin Enterprise makes investments in unquoted companies through Dunedin managed funds. In the past the Company has made commitments to funds managed by third parties. The last such commitment was made in 2009.
The investment portfolio can be analysed as shown in the table below.
|
|
Valuation at |
|
|
|
|
Valuation at |
|
|
1 January |
Additions |
Disposals |
Realised |
Unrealised |
31 December |
|
|
2013 |
in year |
in year |
movement |
movement |
2013 |
|
|
£'m |
£'m |
£'m |
£'m |
£'m |
£'m |
|
|
|
|
|
|
|
|
|
Dunedin managed |
76.5 |
14.0 |
(9.7) |
(5.9) *1 |
0.2 |
75.1 |
|
Third party managed
|
25.7
|
4.5
|
(17.6)
|
1.0
|
-
|
13.6
|
|
|
102.2
|
18.5
|
(27.3)
|
(4.9)
|
0.2
|
88.7
|
*1 - this excludes £6.1m of income which was received from the realisation of Practice Plan which is recognised through the Income Statement
New Investment Activity
A total of £18.5m was invested in the year to 31 December 2013. Of this total, £14.0m was invested in Dunedin managed funds and £4.5m was drawn by European third party funds.
On 7 June 2013 an investment of £4.1m was made in Trustmarque Solutions ("Trustmarque") through DBFIII. DBFIII invested £20.8m for a majority stake in the company. Trustmarque has been in operation for over 25 years and manages customers' computer software and licensing from a wide range of developers including Microsoft, VMware and McAfee. Its professional and consultative services enable organisations to optimise their IT resource, improve efficiencies and reduce costs. The business employs 180 people at three sites in York (HQ), Bracknell and Edinburgh. It currently services over 1,200 clients including RBS, Lloyds Banking Group, Sainsbury's, the NHS, Ministry of Defence and a broad spectrum of local authorities and central government agencies. A further £0.2m was invested in Trustmarque by your Company in December 2013 to fund an acquisition.
On 30 November 2013 an investment of £6.3m was made in Kee Safety through DBFIII. DBFIII invested £32m in Kee Safety, which will help enable the business to continue international expansion. Kee Safety's products include fall prevention equipment, roof edge protection, barrier and guardrail systems and safe access solutions. The company employs 274 people and sells its products in over 50 countries. Headquartered in Birmingham, Kee Safety's customers range from multi-national corporations, to major contractors, distributors and installers. Demand for protective equipment is being driven by increased levels of safety regulation and enforcement around the world. The business operates sales and distribution centres in the UK, Germany, the USA and Dubai and sales offices in Canada, China, France and Poland.
A further £0.7m was invested in existing portfoliocompanies, Hawksford (£0.5m) and CGI (£0.2m). There were drawdowns totalling £2.7m made during the year by Dunedin managed funds for management fees.
A total of £4.5m was drawn down by three of the European funds to which the Company has made commitments. The most significant drawdowns were made by FSN Capital (£2.6m) prior to realisation, Innova (£1.7m) and Realza (£0.1m). These funds make investments in buyouts in the Pan-Nordic mid-market, Central Eastern European mid-markets and Spain and Portugal respectively. A total of six underlying companies were purchased during the year.
Realisations
In the year a total of £27.3m was generated from portfolio realisations.
An agreement to sell Practice Plan to Wesleyan Assurance Society was reached in August 2013 and the transaction completed in October 2013. Total proceeds received from the investment during the year were £15.1m consisting of £9.0m of capital and £6.1m of income. This compared to a valuation of £12.1m at the start of the year. The capital gain on the transaction was £3.2m.
There was further progress made during the year in realising the European Fund investments with the sale of the Company's interest in Egeria Private Equity Fund III and FSN Capital III. The sale of Egeria was completed in February 2013 at the same value (£8.3m) as was recorded in last year's financial statements. The investment in FSN Capital was achieved in May 2013 generating proceeds of £9.0m and a value uplift in the year of £1.0m.
The remaining realisations of £1.0m consisted of loan redemptions and deferred consideration payments.
Cash and commitments
At 31 December 2013 the Company had cash and near cash balances of £27.9m all of which are denominated in sterling. The Company has a revolving credit facility with Lloyds of £20m. The term of the facility has been extended to three years with the facility expiring on 27 February 2017. The duration of the facility has been extended to ensure that all commitments to funds can be met by the Company.
A commitment of £60m was made by the Trust to Dunedin's third buyout fund. This fund has total commitments of £306m and will make investments in the UK lower mid-market over the next four years.
The Company has undrawn commitments to Dunedin managed funds of £62.6m and a further €16.5m (£13.7m) of undrawn commitments to the two remaining European funds. It is expected that £55m of the total outstanding commitments will ultimately be drawn over the remaining life of the funds.
Unrealised movements in valuations
In the year to 31 December 2013 there were valuation uplifts generated from the following investments: CitySprint (£2.7m), CGI (£2.0m), Hawksford (£1.1m) and UPOL (£0.6m).
The maintainable earnings of CitySprint, the same day courier, have increased by 20% during the year. This has been generated by its ongoing acquisition and integration of small operators and from organic growth in healthcare and inline retail fulfilment. Since Dunedin made its investment in CitySprint the company has made a total of thirteen acquisitions.
The specialist glass manufacturer, CGI, has shown a 6% increase in maintainable earnings which has been combined with a £2.9m reduction in the net external debt of the company.
Hawksford, the Jersey based provider of trust and fiduciary services, has generated an increase of 9% in maintainable earnings during the year. This has been achieved through the acquisition of operationsin Switzerland and the United Arab Emirates as the company seeks to internationalise its operations.
UPOL, the manufacturer of branded automotive refinishing consumables, has generated a 5% increase in maintainable earnings combined with a reduction in net external debt of £8.3m.
The most significant valuation reductions in the year to 31 December 2013 were at Premier Hytemp (£4.0m) and Weldex (£1.4m). Premier Hytemp has suffered a reduction in demand from some key customers. In addition to this, the business has also suffered depressed margins on the supply of nickel alloy due to excess nickel supply in the market and price cutting actions from main competitors. Weldex earnings have been impacted by delays in two main contracts in the year, which are now scheduled to commence in 2014. The Manager sits on the board of each of these companies and is working closely with management teams in order to restore value in these investments.
The majority of portfolio companies are forecasting an increase in profits during 2014 and there are none which have any issues with banking covenants.
Valuations and Gearing
The average earnings multiple applied in the valuation of the Dunedin managed portfolio was 7.1x EBITDA (2012: 7.0x), or 8.0x EBITA (2012: 8.5x). These multiples continue to be applied to maintainable profits.
Within the Dunedin managed portfolio, the weighted average gearing of the companies was 2.3x EBITDA (2012: 2.2x) or 2.8x EBITA (2012: 2.7x). Analysing the portfolio gearing in more detail, the percentage of investment value represented by different gearing levels was as follows:
Less than 1 x EBITDA 21%
Between 1 and 2 x EBITDA 37%
Between 2 and 3 x EBITDA 22%
More than 3 x EBITDA 20%
Of the total acquisition debt in the Dunedin managed portfolio companies the scheduled repayments are spread as follows:
Less than one year 14%
Between one and three years 32%
More than 3 years 54%
Portfolio Analysis
Detailed below is an analysis of the investment portfolio by geographic location and cash reserves as at 31 December 2013.
31 December 31 December
2013 2012
% %
UK 65 57
Rest of Europe 11 18
Cash 24 25
Sector Analysis
The investment portfolio of the Company is broadly diversified. At 31 December 2013 the largest sector exposure of 39% remains to the Support Services sector, a diverse sector in itself.
31 December 31 December
2013 2012
% %
Construction and building materials 9 8
Consumer products & services 7 6
Financial services 11 10
Healthcare 5 5
Industrials 26 24
Retail - 1
Support services 39 42
Technology 3 4
Valuation Method
31 December 31 December
2013 2012
% %
Cost 15 14
Earnings - provision 23 25
Earnings - uplift 50 53
Net Assets 12 -
Exit price - 8
Year of Investment
In the vintage year table below, value is allocated to the year in which either Dunedin Enterprise or the third party manager first invested in each portfolio company.
31 December 31 December
2013 2012
% %
<1 year 14 15
1-3 years 18 44
3-5 years 37 12
>5 years 31 29
Dunedin LLP
19 March 2014
Ten Largest Investments
(both held directly and via Dunedin managed funds) by value at 31 December 2013
|
|
Approx. |
|
|
Percentage |
|
|
percentage |
Cost of |
Directors' |
of net |
|
|
of equity |
investment |
valuation |
assets |
|
Company name |
% |
£'000 |
£'000 |
% |
|
CitySprint (UK) Group Limited |
11.9 |
9,838 |
15,897 |
13.7 |
|
C.G.I. Group Holdings Limited |
41.4 |
9,450 |
8,351 |
7.2 |
|
Realza Capital FCR |
8.9 |
6,152 |
7,936 |
6.8 |
|
Hawksford International Limited |
16.0 |
4,331 |
7,927 |
6.8 |
|
Formaplex Group Limited |
17.7 |
1,732 |
6,658 |
5.7 |
|
Ensco 1017 Limited (Kee Safety) |
9.4 |
6,275 |
6,275 |
5.4 |
|
Weldex (International) Offshore Holdings Limited |
15.1 |
9,505 |
6,242 |
5.4 |
|
U-Pol Group Limited |
5.2 |
5,657 |
6,230 |
5.4 |
|
Dunedin Claret Limited (Red Commerce) |
18.7 |
7,870 |
6,207 |
5.3 |
|
Innova/5 LP |
3.9 |
5,385 |
4,972 |
4.3 |
|
|
|
66,195 |
76,695 |
66.0 |
Consolidated Income Statement
|
|
|
|
2013 |
|
|
2012 |
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
Investment income |
6,487 |
- |
6,487 |
7,362 |
- |
7,362 |
|
Gains/(losses) on investments |
- |
(4,990) |
(4,990) |
- |
(3,788) |
(3,788) |
|
Total income |
6,487 |
(4,990) |
1,497 |
7,362 |
(3,788) |
3,574 |
|
Expenses |
|
|
|
|
|
|
|
Investment management fee |
(182) |
(545) |
(727) |
(283) |
(850) |
(1,133) |
|
Management performance fee |
(121) |
(363) |
(484) |
- |
- |
- |
|
Other expenses |
(659) |
- |
(659) |
(696) |
- |
(696) |
|
|
|
|
|
|
|
|
|
Profit/(loss) before finance costs and tax |
5,525 |
(5,898) |
(373) |
6,383 |
(4,638) |
1,745 |
|
Finance costs |
(133) |
(399) |
(532) |
(109) |
(327) |
(436) |
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax |
5,392 |
(6,297) |
(905) |
6,274 |
(4,965) |
1,309 |
|
Taxation |
(634) |
506 |
(128) |
(473) |
528 |
55 |
|
|
|
|
|
|
|
|
|
Profit for the year |
4,758 |
(5,791) |
(1,033) |
5,801 |
(4,437) |
1,364 |
|
|
|
|
|
|
|
|
|
Basic return per ordinary share |
|
|
|
|
|
|
|
(basic & diluted) |
19.9p |
(24.2)p |
(4.3)p |
20.8p |
(15.9)p |
4.9p |
The total column of this statement represents the Income Statement of the Group, prepared in accordance with International Financial Reporting Standards as adopted by the EU. The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations.
All income is attributable to the equity shareholders of Dunedin Enterprise Investment Trust PLC.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2013
Year ended 31 December 2013
|
|
Share capital £'000
|
Capital redemption reserve £'000 |
Capital Reserve realised £'000 |
Capital reserve - unrealised £'000 |
Special Distributable Reserve £'000 |
Revenue account £'000 |
Total retained earnings £'000 |
Total equity £'000 |
|
At 31 December 2012 |
6,438 |
1,488 |
81,915 |
(6,717) |
47,600 |
6,474 |
129,272 |
137,198 |
|
Profit/(loss) for the year |
- |
- |
(859) |
(4,932) |
- |
4,758 |
(1,033) |
(1,033) |
|
Purchase and cancellation of shares |
(946) |
946 |
(18,224) |
- |
- |
- |
(18,224) |
(18,224) |
|
Dividends paid |
- |
- |
- |
- |
- |
(1,674) |
(1,674) |
(1,674) |
|
At 31 December 2013 |
5,492 |
2,434 |
62,832 |
(11,649) |
47,600 |
9,558 |
108,341 |
116,267 |
,
Year ended 31 December 2012
|
|
Share capital £'000
|
Share premium £'000 |
Capital redemption reserve £'000 |
Capital Reserve realised £'000 |
Capital reserve - unrealised £'000 |
Special Distributable Reserve £'000 |
Revenue account £'000 |
Total retained earnings £'000 |
Total equity £'000 |
|
At 31 December 2011 |
7,530 |
47,600 |
396 |
91,112 |
9,952 |
- |
6,366 |
107,430 |
162,956 |
|
Profit/(loss) for the year |
- |
- |
- |
12,232 |
(16,669) |
- |
5,801 |
1,364 |
1,364 |
|
Cancellation of share premium account Purchase and cancellation of shares |
-
(1,092) |
(47,600)
- |
-
1,092 |
-
(21,429) |
-
-
|
47,600 |
-
- |
47,600
(21,429) |
-
(21,429) |
|
Dividends paid |
- |
- |
- |
- |
- |
- |
(5,693) |
(5,693) |
(5,693) |
|
At 31 December 2012 |
6,438 |
- |
1,488 |
81,915 |
(6,717) |
47,600 |
6,474 |
129,272 |
137,198 |
Consolidated Balance Sheet
As at 31 December 2013
|
|
31 December 2013 £'000 |
31 December 2012 £'000 |
|
Non-current assets |
|
|
|
Investments held at fair value |
93,043 |
109,578 |
|
|
|
|
|
Current assets |
|
|
|
Other receivables |
593 |
1,301 |
|
Cash and cash equivalents |
23,484 |
26,605 |
|
|
24,077 |
27,906 |
|
|
|
|
|
Total assets |
117,120 |
137,484 |
|
|
|
|
|
Current liabilities |
|
|
|
Other liabilities |
(670) |
(231) |
|
Current tax liabilities |
(183) |
(55) |
|
|
|
|
|
Net assets |
116,267 |
137,198 |
|
|
|
|
|
Capital and reserves |
|
|
|
Share capital |
5,492 |
6,438 |
|
Capital redemption reserve |
2,434 |
1,488 |
|
Capital reserve - realised |
62,832 |
81,915 |
|
Capital reserve - unrealised |
(11,649) |
(6,717) |
|
Special distributable reserve |
47,600 |
47,600 |
|
Revenue reserve |
9,558 |
6,474 |
|
Total equity |
116,267 |
137,198 |
|
|
|
|
|
Net asset value per ordinary share (basic and diluted) |
529.3p |
532.7p |
Consolidated Cash Flow Statement
for the year ended 31 December 2013
|
|
31 December 2013 £'000 |
31 December 2012 £'000 |
|
Operating activities |
|
|
|
Profit before tax |
(905) |
1,309 |
|
Losses on investments |
4,990 |
3,788 |
|
Interest paid |
532 |
436 |
|
(Increase) / decrease in debtors |
708 |
(942) |
|
Increase / (decrease) in creditors |
439 |
(198) |
|
Other non cash movements |
(228) |
- |
|
Net cash inflow from operating activities |
5,536 |
4,393 |
|
|
|
|
|
Taxation |
|
|
|
Tax recovered |
- |
8 |
|
|
|
|
|
Servicing of finance |
|
|
|
Interest paid |
(532) |
(436) |
|
|
|
|
|
Investing activities |
|
|
|
Purchase of investments |
(18,458) |
(19,303) |
|
Purchase of 'AAA' rated money market funds |
(17,213) |
(18,412) |
|
Sale of investments |
27,276 |
53,135 |
|
Sale of 'AAA' rated money market funds |
20,171 |
19,586 |
|
Net cash inflow from investing activities |
11,776 |
35,006 |
|
|
|
|
|
Financing activities |
|
|
|
Purchase of ordinary shares |
(18,224) |
(21,429) |
|
Dividends paid |
(1,674) |
(5,693) |
|
Net cash (outflow) from financing activities |
(19,898) |
(27,122) |
|
|
|
|
|
Effect of exchange rate fluctuations on cash held |
(3) |
(205) |
|
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
(3,121) |
11,644 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the start of the year |
26,605 |
14,961 |
|
Net increase / (decrease) in cash and cash equivalents |
(3,121) |
11,644 |
|
Cash and cash equivalents at the end of the year |
23,484 |
26,605 |
Statement of Directors' Responsibilities
in respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the Parent Company financial statements on the same basis.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Under the Disclosure and Transparency Rules the Directors confirm that to the best of their knowledge:
- that the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
- that in the opinion of the Directors, the Annual Report and Accounts taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's performance, business model and strategy; and
- the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
On behalf of the Board
David Gamble
Chairman
19 March 2014
Notes to the Accounts
1. Preliminary Results
The financial information contained in this report does not constitute the Company's statutory accounts for the years ended 31 December 2013 or 2012. The financial information for 2012 is derived from the statutory accounts for 2012 which have been delivered to the Registrar of Companies. The auditor has reported on those accounts. Their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006. The audit of the statutory accounts for the year ended 31 December 2013 is not yet complete. These accounts will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting.
2. Dividends
|
|
Year to 31 December 2013 £'000 |
Year to 31 December 2012 £'000 |
|||
|
|
|
|
|||
|
Dividends paid in the year |
1,674
|
5,693
|
|||
|
|
|
|
|
||
The final dividend of 16.5p for the year ended 31 December 2013 and will be paid on 23 May 2014 to shareholders on the register at close of business on 2 May 2014. The ex-dividend date is 30 April 2014.
3. Earnings per share
|
|
Year to 31 December 2013
|
Year to 31 December 2012
|
|
Revenue return per ordinary share (p) |
19.9 |
20.8 |
|
Capital return per ordinary share (p) |
(24.2) |
(15.9) |
|
Earnings per ordinary share (p) |
(4.3) |
4.9 |
|
Weighted average number of shares |
23,894,866 |
25,754,635 |
The earnings per share figures are based on the weighted average numbers of shares set out above. Earnings per share is based on the revenue profit in the period as shown in the consolidated income statement.
4. Contingent assets
Following the repayment of VAT on management fees received in 2011 discussions are ongoing with HMRC regarding the payment of interest on a compound basis relating to the reclaim of VAT on management fees. The amount and timing of any recovery remains uncertain and accordingly no amount has been provided for in the financial statements.
ENDS
This information is provided by RNS
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