Final Results - Replacement

Grainger Trust PLC 7 December 2000 The issuer has made the following amendment to the Final Results announcement released today at 07:01 under RNS No 3854V. Amendment to Grainger Trust Preliminary Results Announcement Record Date: Changed from: Your Directors are recommending a final dividend of 8.42p per share (1999: 7.32p per share), payable on 1st March 2001 to shareholders on the register at the close of business on 9th February 2000. Please change to: Your Directors are recommending a final dividend of 8.42p per share (1999: 7.32p per share), payable on 1st March 2001 to shareholders on the register at the close of business on 9th February 2001. All other details remain unchanged. The full corrected version is shown below. PRELIMINARY RESULTS FOR THE YEAR ENDED 30TH SEPTEMBER 2000 Grainger Trust plc, the tenanted residential property specialist, today announces Preliminary Results for the year ended 30th September 2000. Highlights are as follows:- * Pre-tax profits up 31% to £16.1m (1999: £12.3m prior to the exceptional net credit of £11.9m). * Earnings per share up 28% to 43.3p per share (1999: 33.9p per share prior to the exceptional net credit) * Net Asset Value prior to contingent taxation on revaluation surpluses and FRS 13 adjustment per share up 39% to £9.85 (1999: £7.08) * Proposed dividends for the year of 10.72p per share, an increase of 15% (1999: 9.32p per share) * It is confirmed that Grainger Trust is a member of the Deutsche Bank Private Equity consortium who have been granted a period of exclusivity to bid for BPT plc. Commenting on the results, Stephen Dickinson, Managing Director, said: 'I am delighted to report another excellent result for the year. In the last two years we have doubled earnings per share and NAV per share. We have continued our drive to improve returns by building up our development activities and continuing the disposal of ex-growth properties from the commercial investment portfolio. These improvements illustrate that our long-term strategy of focusing on activities where large reversionary values are combined with material cash flow generation is proving successful. 'The profitability and strong cash flow generation of core business areas has given the Group the opportunity to increase the scope of our development activities in both the commercial and residential sectors and to forge relationships with key partners. 'The current negotiations with BPT represent an exciting opportunity for the Group. This year has begun well and we continue to have every confidence in the future.' Enquiries:- Stephen Dickinson Managing Director Grainger Trust plc 0191 261 1819 Andrew Cunningham Financial Director Grainger Trust plc Tom Buchanan Brunswick Group 020 7404 5959 Tricia Parish Brunswick Group 020 7404 5959 GRAINGER TRUST plc Preliminary Results for the Year Ended 30th September 2000 Results and Dividend The results for the year ended 30th September 2000 show pre tax profits up 31% to £16.1m (1999: £12.3m prior to the exceptional net credit of £11.9m). Earnings per share increased 28% to 43.3p per share (1999: 33.9p per share prior to the exceptional net credit). Year end Net Asset Value per share (NAV) prior to contingent taxation on revaluation surpluses and the FRS 13 adjustment has risen 39% to £9.85 (1999 £7.08). NAV increased by £2.77 during the year. This is made up of retained earnings (34p less tax charged to reserves 4p), 30p, and valuation surpluses of £1.49p and 98p arising in the Tenanted Residential and Development and Trading Divisions respectively. This increase embodies the net effect of 8p arising from movements in the issued shared capital. Buy backs totalling 740,000 shares at an average price of £5.77 give rise to a surplus of 12p. The issue of 50,000 shares on the acquisition of Real Estate Securities Limited at £3.98 per share and the take up of 97,669 shares under company option schemes at an average price of £1.44 give rise to a deduction of 4p per share. Year end NNNAV per share is £7.41p (1999: £5.34) after making deductions of £2.18 and 26p per share for contingent taxation and FRS 13 respectively. Your Directors are recommending a final dividend of 8.42p per share (1999: 7.32p per share), payable on 1st March 2001 to shareholders on the register at the close of business on 9th February 2001. This together with the interim dividend of 2.3p per share (1999: 2.0p) paid in July will amount to 10.72p, an increase of 15% (1999: 9.32p). In the last two years earnings per share (1998: 23.1p 2000: 43.3p), and NAV per share (1998: £4.67, 2000: £9.85) have doubled. These improvements illustrate that the Group's long term strategy of concentrating on activities where large reversionary values are combined with material cashflow generation is proving successful. BPT We are a member of the consortium led by Deutsche Bank Real Estate Private Equity which has been involved in the bidding process for BPT. The BPT Board announced on the 4th December that it had entered into a period of exclusive negotiations with this consortium, to terminate on 31st January 2001, and that the proposals made enjoy the full support of BPT's Executive Directors. This represents an exciting opportunity for the Group, and further announcements will be made as appropriate. Group Structure The Group's drive to improve returns is demonstrated by the build up of its development activities and the continued disposal of ex-growth properties from the commercial investment portfolio. To recognise the new balance of operations, Group operations have been reclassified as follows:- Tenanted Residential. The tenanted residential portfolio. Development and Trading. Residential land, and other development and trading. Investment. Commercial properties to be held for long term growth. Review of Operations Tenanted Residential The operating contribution has increased by 17% to £20.5m from £17.5m last year. Gross and net rentals have increased to £14.8m (1999: £13.0m) and £8.7m (1999 £7.4m) respectively. Trading profits have increased to £13.6m (1999: £11.5m). The majority of our stock, by vacant possession value, is in London and the South East. Selling prices realised for properties sold have for the second year running exceeded our estimate of vacant possession value at the start of the year by 20%. We have also seen satisfactory results from our other two operating divisions, South/South West and the Midlands/North. Since April the London market has weakened slightly, with buyers seeking discounts to selling prices. The House of Lords have heard the Government's appeal on the question of the legality of capping registered rents, and their decision is awaited. We have spent £36m on replacement property. Shareholders will be relieved to learn that only 7 of our properties have suffered during the recent floods. At the year end our stock had increased numerically from 5,016 to 5,250 units. Year end cost, investment value, and resultant NAV surplus are £152m, £259m and £107m respectively. £37m of the NAV surplus, £1.49 per share, occurred in the year. Development and Trading The operating contribution has increased to £6m from £0.9m. £5.2m of this year's contribution arises from Residential Land Development at Kennel Farm, with the balance of £0.8m being net rental income less initial development expenditure written off. Residential Land During the year we completed three transactions at Kennel Farm with national house builders, two sites were sold outright, and the balance of the original site was sold on conditional contracts over four years at fixed prices. These transactions involve a gross income flow of some £50m. Our infrastructure programme is well advanced, and house builders have some 200 houses completed or in the course of construction. We have purchased the adjoining ex Motorway Service Area 12 acre site which is allocated for housing in the Local Plan, and outline planning has been applied for. Initial planning work continues with the Winchester and Havant Councils on the 640 acre site at Waterlooville, over which we hold an option, which is designated as one of the four Major Development Areas (MDA's) in the Hampshire County Structure Plan. We have also purchased two agricultural sites adjoining established settlements which we will be promoting for residential development. Other Development and Trading This division now includes current development projects, properties held for future redevelopment and commercial trading properties held for resale in the short to medium term. We are currently building four new distribution units, with our partner Astral, immediately adjacent to Intersection 31 on the M25 at Thurrock. Since the year end we have exchanged contracts on the sale of one unit at a level above our expectations. We are undertaking a 190,000 sq.ft. mixed use scheme at the Old Crown site in the centre of Slough with Frontier Estates which is attracting strong interest from potential occupiers. A resolution to grant planning permission has been passed, and construction should start in early 2001 with completion a year later. We have two projects on land owned immediately adjacent to our residential land projects. In Basingstoke we are finalising the planning for a 100,000 sq.ft. business park. At West Waterlooville we have made a planning application for a leisure complex of 70,000 sq.ft. to encompass a family pub/restaurant, hotel, health and fitness centre and two drive through restaurants, all of which are attracting serious interest. Our residential development activities include a 21 flat scheme at Redcliffe Backs in Bristol which is due for completion in the first quarter of 2001. Nineteen flats have either exchanged contracts or been reserved at satisfactory prices. In addition, we are working up two properties in Kensington Church Street and Ladbroke Grove, and have submitted a planning application for the conversion of a 13,000 sq.ft. office building in Uxbridge Street, Kensington to residential with an office refurbishment as an alternative. We continue to be involved in the 79 flat private residential element of the proposed Victoria Bus Garage redevelopment in Pimlico. In addition to these current projects we hold properties valued at £42m, the majority of which are in the commercial sector, which are income producing but have a potential for redevelopment or short term resale. Included in this portfolio is Townsend House, Victoria, where we have submitted a planning application with Central & City for a 120,000 sq.ft. office scheme which includes adjoining land. Year end cost, investment value, and resultant NAV surplus are £68m, £115m and £47m respectively. £24m of the NAV surplus, 98p per share occurred in the year. Investment The operating contribution from commercial investments fell by 37% to £4.9m (1999 £7.8m). This is due to the continued sale of ex-growth properties from this portfolio, £19m having been sold in the year, and £23m having been transferred to other divisions in accordance with the alterations in Group Structure. Provisions against and losses on disposal of investment properties totalling £0.9m (£0.3m relating to sales costs) compare with a profit of £0.4m in 1999. We foresee further sales to achieve a core holding of properties with long term growth prospects. Year end cost, investment value and NAV surplus are £56m, £64m and £8m respectively. No movement occurred on surplus during the year. Personnel Rupert Dickinson was appointed Deputy Managing Director during the year. He has been instrumental in increasing the size and scope of the Group's development division and overseeing the London office's tenanted residential activities which have been particularly successful in recent years. Andy James, who has dealt very competently with our residential land activities since early 1999, became a full time employee of the Group from 1st October. The Group's recruitment initiatives over the last few years have successfully attracted entrepreneurial and experienced managers who are now carrying forward the Group's activities. Your Directors are very grateful to all employees for the professionalism and dedication shown in achieving these excellent results. Shareholder Value As foreshadowed in the Interim Results Announcement, your board sought and obtained the approval of shareholders at an EGM held on the 26th July to increase the Company's existing powers to purchase its issued share capital from 5% to 10% in the period expiring at the conclusion of the Company's next AGM. Some 740,000 shares representing 2.9% have been bought in to date in this financial year at a cost of £4.3m. Your Directors believe that Grainger Trust's best prospects are in remaining as an independent company within the quoted property sector; as recently announced the Company is participating in the rationalisation of the sector through its involvement with the consortium bidding for BPT. These latest results demonstrate clearly how successful Grainger Trust has been in building shareholder value. At the forthcoming AGM your Directors will include a resolution renewing the buy back power. Prospects The Group has had another successful year. The tenanted residential activity has long been the backbone of the Group's activities. It is both profitable and cashflow generative, and has been joined in this category by residential land with Kennel Farm on stream. The strong cashflows generated have given the Group the opportunity to increase the scope of its development activities in both the commercial and residential sectors and to forge relationships with key partners. The current negotiations with BPT represent another exciting opportunity for the Group, in addition to those referred to above. Your Directors have every confidence the future. Registered Office Chaucer Buildings Robert Dickinson 57 Grainger Street Chairman Newcastle upon Tyne. NE1 5LE 7th December 2000 GRAINGER TRUST plc CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30TH SEPTEMBER 2000 Year Year Ended 30th September 1999 Ended 30th Excluding September Exceptional Exceptional 2000 Items Items Total £'000s £'000s £'000s £'000s Turnover 68,218 60,118 60,118 _______ ________ ______ Gross rental income 24,705 22,752 22,752 Trading profits 19,441 12,601 12,601 Exceptional item: write back of provision against development land 16,457 16,457 Other income 346 361 361 _______ ________ ______ 44,492 35,714 16,457 52,171 Less: Property expenses (9,054) (6,970) (6,970) Administration expenses (3,391) (3,164) (3,164) _______ ________ ______ Operating profit 32,047 25,580 16,457 42,037 Net (loss)/profit on disposal of and provisions against fixed assets (699) 641 641 _______ ________ _______ ______ Profit on ordinary activities before interest 31,348 26,221 16,457 42,678 Net interest and similar charges (15,252) (13,891) (4,569) (18,460) _______ ________ _______ ______ Profit on ordinary activities before taxation 16,096 12,330 11,888 24,218 Taxation (5,150) (3,766) (3,626) (7,392) __________ __________ _______ _______ Profit on ordinary activities after taxation 10,946 8,564 8,262 16,826 Dividends (2,666) (2,353) (2,353) __________ __________ _______ _________ Retained profit for the year 8,280 6,211 8,262 14,473 __________ __________ _______ _________ Earnings per share 43.3p 33.9p 32.7p 66.6p Diluted earnings per share 43.1p 33.8p 32.6p 66.4p __________ __________ _______ _________ STATEMENT OF GROUP TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 30TH SEPTEMBER 2000 2000 1999 £'000 £'000 _________ _______ Profit for the financial year 10,946 16,826 Taxation on realisation of property revaluation gains of previous years (950) (380) Surplus on investment properties transferred to stock (7,931) Unrealised (deficit)/surplus on revaluation of properties (269) 6,885 _________ _______ Total gains recognised since the last annual report 1,796 23,331 _________ _______ Note of group historical cost profit and losses Reported profit on ordinary activities before taxation 16,096 24,218 Realisation of property revaluation gains of previous years 2,911 481 _________ _______ Historical cost profit on ordinary activities before taxation 19,007 24,699 Taxation (6,100) (7,772) Dividends (2,666) (2,353) Retained historical profit for the year 10,241 14,574 _________ _______ GRAINGER TRUST plc BALANCE SHEETS AT 30TH SEPTEMBER 2000 Group Company 2000 1999 2000 1999 £'000 £'000 £'000 £'000 _______ _____ _____ ________ Fixed assets Tangible assets 64,886 115,879 408 404 Investments 866 302 57,414 57,561 Intangible assets 80 (205) - _______ _______ ______ ________ 65,832 115,976 57,822 57,965 _______ _______ ______ ________ Current assets Stocks 220,157 134,475 - - Debtors: 7,276 4,023 43,117 29,165 Cash at bank and in hand 7,549 18,432 310 6,242 _______ _______ ______ ________ 234,982 156,930 43,427 35,407 _______ _______ ______ ________ Creditors: amounts falling due within one year 46,379 29,021 32,350 23,327 _______ _______ ______ ________ Net current assets 188,603 127,909 11,077 12,080 _______ _______ ______ ________ Total assets less current liabilities 254,435 243,885 68,899 70,045 Creditors: amounts falling due after more than one year 159,461 144,665 23,758 25,737 Provision for liabilities and charges Deferred taxation 5,576 5,019 _______ _______ ______ ________ Net assets 89,398 94,201 45,141 44,308 _______ _______ ______ ________ Capital and reserves Called-up share capital 6,164 6,312 6,164 6,312 Share premium account 20,738 20,435 20,738 20,435 Revaluation reserve 11,258 22,369 51 51 Capital reserves - 14,093 - 10,405 Capital redemption reserve 185 185 Profit and loss account 51,049 30,988 18,003 7,105 _______ _______ ______ ________ Equity shareholders' funds 89,394 94,197 45,141 44,308 Minority interests 4 4 _______ _______ ______ ________ Total capital employed 89,398 94,201 45,141 44,308 _______ _______ ______ ________ CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 30TH SEPTEMBER 2000 2000 1999 £'000s £'000s Net cash (outflow)/inflow from operating activities (19,929) 30,787 __________ ______ Returns on investment and servicing of finance Interest received 282 227 Interest paid (15,571) (20,781) Dividends received 7 3 __________ ______ (15,282) (20,551) __________ ______ Taxation UK Corporation tax paid (7,312) (3,846) __________ ______ Capital expenditure and financial investment Purchase of fixed asset investments (828) Purchase of tangible fixed assets (1,477) (10,673) Sale of tangible fixed assets 19,905 13,455 __________ ______ 17,600 2,782 __________ ______ Acquisitions and disposals Purchase of subsidiaries (5,859) (5,341) Cost on purchase of subsidiaries (125) (284) Net cash acquired with subsidiaries 271 1,437 __________ ______ (5,713) (4,188) __________ ______ Equity dividends paid (2,438) (2,108) Cash (outflow)/inflow before (33,074) 2,876 financing __________ ______ Financing New loans raised 43,388 14,874 Repayment of loans (17,064) (7,392) Share buyback (4,273) Issue of shares 140 __________ _________ Net cash inflow from financing 22,191 7,482 __________ _________ (Decrease)/increase in cash in the period (10,883) 10,358 __________ _________ Reconciliation of operating profit to net cash (outflow)/inflow from operating activities Operating profit 32,048 42,037 Depreciation and profit on disposal of fixed assets 196 247 Movement in provision against development land (16,457) (Increase)/decrease in debtors (3,086) 1,244 Increase in creditors 1,088 1,925 (Increase)/decrease in stocks (50,175) 1,791 __________ _________ Net cash (outflow)/inflow from operating activities (19,929) 30,787 __________ _________ This preliminary announcement was approved by the Board of Directors on 7th December 2000. This announcement does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. Statutory accounts for the period ended 30th September 1999 have been filed with the Registrar of Companies. The auditors have reported on these accounts; their report was unqualified and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985. The release of this announcement has been agreed by the Group's auditors, PricewaterhouseCoopers. The statutory accounts of the Group for the year ended 30th September 2000 have been prepared, but the auditors' report has yet to be signed. It is expected that the auditors' report on the statutory accounts for the year ended 30th September 2000 will be unqualified. NOTES TO THE RESULTS ANNOUNCEMENT 1. Property valuations For NAV purposes, all properties are shown at valuation. Investment properties are shown in the balance sheet at valuation, while trading stock, which consists of tenanted residential properties and development and trading properties, are shown at the lower of cost and net realisable value. Tenanted residential properties have been valued in-house or by managing agents. Chesterton plc have re-valued some 2,300 dwellings which were valued by them in March 2000 for the Company's interim announcement. Additionally, they have audited the internal/managing agents' valuations for the remaining dwellings and are content that these valuations are reasonable. All other property and land portfolios have been valued by qualified professional valuers. The comparison of cost, net of provisions, against valuation, on the above basis, is as follows: 30 September 2000 30 September 1999 Cost Valuation Cost Valuation £m £m £m £m Investment properties 56.3 64.5 95.4 115.5 ____ _______ _____ ______ Trading stock Tenanted residential properties 152.4 58.9 121.3 188.8 Development and trading 67.8 114.6 13.2 30.3 ____ _______ _____ ______ 220.2 373.5 134.5 219.1 ____ _______ _____ ______ Total properties 276.5 438.0 229.9 334.6 _____ _____ _____ _____ 2. Net asset value per share This consists of balance sheet equity plus the excess of market value over book cost of trading stock divided by the number of shares in issue. Net asset value per share at 30th September 2000 before the adjustments referred to below was £9.85, compared to £7.08 at 30th September 1999. Two proforma adjustments are commonly made to NAV per share:- i) FRS13 This records the difference between the current market value of fixed rate debt and derivatives and their book values. After allowing for tax, this adjustment has increased to 26p from 21p at 30th September 1999. ii) Contingent tax This is the tax that would be payable if all Group properties were disposed of at valuation on 30th September 2000, and amounts to £2.18 per share. 3. Earnings per share The calculation of earnings per share is based on a weighted average of 25,258,530 shares in issue during the year (1999: 25,247,387). The diluted earnings per share is based on a weighted average of 25,376,250 ordinary shares (1999: weighted average 25,343,410). 4. Reserves Following reclassification of the Group's operations, certain properties were transferred from tangible fixed assets to trading stock at the lower of cost and net realisable value. The effect of this was to reduce revaluation reserve by £7,931,000. The balance of £14,093,000 on capital reserve at 30th September 2000 has been transferred to profit and loss account reserve. 5. Reconciliation of Net Cashflow to Movement In Net Debt 2000 1999 £'000 £'000 (Decrease)/increase in cash over period (10,883) 10,358 Cash inflow from increase in debt (26,324) (7,482) _________ ______ Change in net debt resulting from cashflows (37,207) 2,876 _________ ______ Other non-cash items Loan notes issued (2,318) Loans acquired with subsidiary (4,597) (350) _________ ______ Movement in net debt for the period (41,804) 208 Net debt at 1 October 1999 (136,200) (136,408) _________ _________ Net debt at 30 September 2000 (178,004) (136,200) _________ _________ MEMO FOR ANALYSTS RECONCILIATION OF OPERATING CONTRIBUTIONS £m Year Ended 30.9.99 Year Ended 30.9.00 Tenan- Commer- Tenan- Devel- Commer- ted cial ted opment cial Resid- Devel- Invest- Resid- & Invest- ential opment ment Total ential Trading ment Total Variance 40.8 9.4 9.9 60.1 Turnover 43.4 17.3 7.5 68.2 8.1 ______ _____ _______ _______ Gross 13.0 - 9.7 22.7 Rents 14.8 2.6 7.3 24.7 2.0 Property (5.6) - (1.4) (7.0) Expenses (6.1) (1.6) (1.3) (9.0) (2.0) ______ _____ _______ _______ ______ _____ _______ ___ _____ 7.4 - 8.3 15.7 8.7 1.0 6.0 15.7 - Trading 11.5 1.1 - 12.6 Profits 13.6 5.8 - 19.4 6.8 Other 0.2 - 0.2 0.4 Income 0.2 - 0.2 0.4 - ______ _____ _______ ___ ______ _____ _______ ___ _____ 19.1 1.1 8.5 28.7 22.5 6.8 6.2 35.5 6.8 Adminis- (1.9) (0.2) (1.1) (3.2) tration (2.2) (0.8) (0.4) (3.4) (0.2) ______ _____ _______ _______ _______ _____ _______ ___ _____ 17.2 0.9 7.4 25.5 20.3 6.0 5.8 32.1 6.6 Capital 0.3 - 0.4 0.7 Profits 0.2 - (0.9) (0.7) (1.4) ______ _____ _______ _______ _______ _____ _______ ___ _____ Opera- 17.5 0.9 7.8 26.2 ting 20.5 6.0 4.9 31.4 5.2 Contri- butions ______ _____ _______ _______ _______ _____ _______ ___ _____ Less: Net Interest (13.9) Payable (15.3) (1.4) _______ 12.3 NPBT 16.1 3.8 Net Excep- tional 11.9 Credit - (11.9) _______ ___ _____ NPBT After Excep- tional 24.2 Credit 16.1 (8.1) _______ ___ _____ MEMO FOR ANALYSTS Reconciliation to NAV Published Accounts 30.9.99 30.9.00 Adjusted For Divisional Transfers £m Per £m Per Share Share Share Capital and Reserves Including 74.2 2.94 Retained Earnings For the Year 85.2 3.22 Net Effect Share Transactions (4.0) 0.08 Revaluation Reserve Embodied in Published Accounts:- 12.1 0.48 Commercial 8.2 0.33 ____ ______ ____ _____ 86.3 3.42 Per Published Accounts 89.4 3.63 Value of Trading Assets in Excess of Cost:- 69.8 2.76 Residential 106.5 4.32 22.7 0.90 Development and Trading 46.8 1.90 _____ _____ ____ _____ 178.8 7.08 242.7 9.85 _____ _____ ____ _____

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