Final Results

GRESHAM HOUSE PLC Preliminary Results for the year ended 31st December 2005 Gresham House plc (GHE.L), the property and early-stage investment trust, today announces its preliminary results for the year ended 31st December 2005. Financial Highlights  The Group's property portfolio has risen from £28.6 million at the end of 2004 to £34.2 million as at 31st December 2005 (up 19.6%)  The value of the Group's investment security portfolio has increased by £4.0 million (up 45.8%)  Basic earnings per ordinary share is up 86.9p (127.9%) at 154.8p compared with 67.9p for the previous year  The Group's basic net asset value per ordinary share has risen from 626.6p to 775.7p - an increase of 149.1p (23.80%).  The Board is recommending a final dividend of 5p per share against 4p last year, an increase of 25%. Property Investment Portfolio Highlights  Rental income is now beginning to flow from the property units acquired in Speke following the Knowsley disposal in October 2004.  The new building under construction at Knowsley Park is likely to be valued significantly in excess of the cost to the Group once completed.  Since the year end, work has commenced at the Group's development in hand in Dorking which, once completed, should release the property units on another older site in Dorking for which the Company intends to submit a planning application for residential use later in the year. Equity Investment Portfolio Highlights  Hallin Marine: holding of 3,700,000, which had a market value of £2,192,000 as at 31 December 2005, cost £37,000  Egdon Resources: the Group's holding of 375,000 shares which cost £114,000 had a market value at the year end of £460,000 at the year end.  SpaceandPeople: Gresham's holding of 1,587,500 ordinary shares originally cost £168,000 compared with a market value at year end of £798,000.  The Group's strategy of seeking innovative early stage investments continues with one or two investments expected to be admitted onto AIM or Ofex in coming year Fred Stirling, Chairman of Gresham House plc, commented: "2005 was a year of substantially improved performance for the Group… All the above supports your Board's recent announcement that they are considering a demerger of the Group's property portfolio into a Real Estate Investment Trust ("REIT") in the early part of 2007 …. your Board is still of the opinion that such a move would be advantageous to shareholders." - ends - Further information: Alfred Stirling (Chairman - Gresham House) 020 7588 7352 Toby Hall/Jade Mamarbachi (gth media relations) 020 7153 8039/8035 GRESHAM HOUSE PLC PRELIMINARY FINAL STATEMENT YEAR ENDED 31 DECEMBER 2005 CHAIRMAN'S STATEMENT Dear Shareholder, This is the first time that the full accounts have been prepared in accordance with International Financial Reporting Standards ("IFRS"). Whilst many of the necessary changes will be familiar to shareholders from the Interim Results there is considerable additional information and a number of changes in the traditional format of the statements compared with those which shareholders have received in the past. The comparative figures have also been revised to comply with IFRS. 2005 was a year of substantially improved performance for the Group. Our results for the year to 31st December 2005 show a profit on the revenue account of £140,000 compared with £1,257,000 for last year but with a gain of £7,399,000 on the capital account compared with £2,011,000 last year. Overall the basic earnings per ordinary share was 154.8p compared with 67.9p for the previous year. The major variance in the Revenue account between the two years concerned was the anticipated reduction in rental income and the compensating reduction in finance costs both as a result of the sale of the property units at Knowsley late in 2004. However rental income is now beginning to flow from the property units acquired in Speke following the Knowsley disposal generating an annualised income of £412,000 from the first 3 tenants as at 31st December, 2005. Since year end negotiations have continued with a further ten potential tenants and I am hopeful that they will all enter into leases shortly resulting in an additional rental stream of £132,000. Marketing continues to find suitable tenants in respect of the 263,000 square feet of premises that presently remains vacant. The Group's property portfolio has risen from £28.6 million at the end of the previous year to £34.2 million as at 31st December, 2005. This was as a result of a surplus arising on a revaluation as at year end amounting to £6.1 million (excluding potential capital gains tax) and expenditure on existing properties of £1.5 million. During the year the Group suffered the total loss of its remaining property unit at Deacon Park, Knowsley through fire. Whilst fully insured, accounting standards require the transfer of the building element of £2 million from fixed assets to other debtors reflecting insurance monies due which is shown under current assets. As insurance monies are expended on rebuilding the property this will be transferred back to the fixed assets of the business. As a result of this fire, the Group was able to negotiate the purchase of the incumbent tenant's option to purchase which was an integral part of his lease. As a result, your Board anticipates that once complete this new building will be valued significantly in excess of the cost to the Group. Since the year end the Group has commenced work at its development in hand in Dorking which, once completed, should release the property units on another older site in Dorking. In anticipation of this, it is intended to submit a planning application for residential use for the older site later in the year. All the above supports your Board's recent announcement that they are considering a demerger of the Group's property portfolio into a Real Estate Investment Trust ("REIT") in the early part of 2007. This will probably be on the basis of 1 new ordinary share in the REIT for every share held in the Company at that time. A REIT is a tax exempt means of investing in property where rental income and gains on properties are, subject to certain conditions, exempt from corporation tax. To compensate for this there will be however an initial taxation charge based on 2% of the gross assets of the properties within the REIT. A further condition is that 90% of the REIT's net profits must be distributed to shareholders by way of dividend from which the usual tax deduction is made (currently 22%). HM Revenue and Customs are presently drafting detailed regulations relating to REITs but, subject to a detailed review of such regulations when available, your Board is still of the opinion that such a move would be advantageous to shareholders. The Group's basic net asset value per ordinary share has thus risen from 626.6p to 775.7p an increase of 149.1p or 23.80%. Against this the FTSE All Share Index increased by 17.78% over the same period. As can be seen from the Capital account of the Income Statement the value of the investment security portfolio has generated a gain of £2.8 million largely due to the increase in value of our investment in Hallin Marine Subsea International plc. At 31st December, 2004 this investment was valued at £562,000 and in April, 2005 was admitted to the AIM Market. As at the year end the investment value of Hallin had risen to £2,192,000. Indeed the greatest value of your Company's investments in securities is attributable to those securities dealt in under AIM, representing approximately 58% of the total share portfolio. The most significant of these investments were as follows: Egdon Resources (UK) Limited Egdon Resources is an onshore UK focused oil and gas exploration company. Egdon has interests in 19 licences in the hydrocarbon producing basins of the UK and France, containing two oil discoveries and a further 48 prospects. In addition Egdon is drilling a borehole on the Isle of Portland to confirm the suitability of the site for the creation of natural caverns to store natural gas. Our holding of 375,000 shares, which had a market value at the year end of £460,000, cost £114,000. Since the year end we have reduced our holding to more than recoup our original cost. Hallin Marine Subsea International plc Hallin Marine was formed in 1998 to provide high quality marine and underwater services to the offshore industry, particularly in support of Oil & Gas development. It has grown from a US$1 million turnover company in its first year to a US$20 million turnover company in 2004. Hallin Marine was admitted to AIM in April 2005. The Company is an experienced provider of subsea construction and inspection solutions. It employs experienced subsea engineering staff to manage projects using support vessels, saturation diving systems, air/mixed gas diving spreads and remote operating vehicles. The Company owns all its principal equipment, including the diving systems. Hallin's expanding operations cover the South East Asia, India, China and Middle East regions. Typically the work undertaken by the Group comprises the installation, construction maintenance, repair or survey of equipment on the seabed. Most of the projects are planned well in advance and Hallin's role is that of a key contractor, normally working as part of a larger team. The largest projects may take two or more years from decision to go ahead to the stage where divers actually enter the water. Hallin provides clients with safe, professional and cost effective solutions by combining innovative approaches and new technology with time proven techniques. Our holding of 3,700,000 which had a market value of £2,192,000 as at 31 December 2005 cost £37,000. During the year we reduced this holding by 300,000 ordinary shares which more than recovered the original cost of the investment. In addition, at the time of the original investment, the Group advanced a loan of £171,200 of which £92,800 was outstanding at year end. Image Scan Holdings plc Image Scan has developed modular proprietary software and hardware, protected by numerous patents and patent applications, to provide innovative methods of acquiring, interpreting and presenting x-ray images in real time, bringing major new user benefits to security applications, quality product and industrial inspection applications. Our holding of 3.3m shares cost £711,000 against a year end value of £321,000. Since the year end the market price has increased from 9.75p to 19.5p per ordinary share. Plus Markets Group plc PLUS Markets Group plc is the UK's independent provider of primary and secondary equity market services. The Group is the holding company for Ofex plc, which is authorised and regulated by the Financial Services Authority. Ofex plc is a prescribed market under Section 118 of the Financial Services & Markets Act 2000, and operates and regulates the PLUS service and the Ofex market. The PLUS service ("PLUS") is a new London equity market based on the quote- driven equity trading system, for listed and unlisted securities. Ofex is the UK's independent public market dedicated to small and medium sized companies. Our holding of 3.25m shares cost £224,000 against a market value of £618,000 at the year end. SpaceandPeople plc This company was established in 2001 with Gresham as an original investor to market and sell promotional mall space in shopping centres on a national basis in a business completely engineered by the e-business concept. SpaceandPeople markets, sells and administers promotional space in a variety of high footfall venues across the UK, including shop centres, service stations and airports. The current footfall is in excess of 35m per week from 176 outlets. The website and dedicated call centre allow advertisers and brands to book space for short-term and experimental marketing promotions on a national basis. The company has no tie-ins with either property or media groups. SpaceandPeople recently won "Best Small Business" at the Scottish Enterprise E- Business Awards and were Highly Commended in the business to business category of the prestigious New Age Effectiveness Awards. Our holding of 1.59 million shares cost £168,000 and had a market value of £798,000 at year end. Transense Technologies plc Transense Technologies is a technology transfer company that develops Surface Acoustic Wave (SAW), wireless, batteryless, sensor systems for the automotive industry. Current applications include Tyre Pressure Monitoring Systems (TPMS) and torque systems for Electrical Power Assisted Steering (EPAS) and driveline management. Our holding of 840,000 shares which is in the books at nil cost had a market value of £624,000 at the year end. Other potentially significant investments include Mount Burgess Mining which currently has an interest in three active projects situated in Australia, Namibia and Botswana, all of which are currently being explored. An additional concession has also been applied for in Australia which is still subject to grant. The most advanced drilling in Botswana is for base metals of Zinc, Lead and Silver with significant credits for Copper and Vanedium. This phase of drilling is expected to be completed by the end of June 2006. Our holding of 9m shares cost £351,000 against a market value at year end of £358,000. Shareholders will note that the Group's cash resources have decreased from £7.2 million as at 31 December 2004 to £0.9 million as at year end. This has been the result of repaying external borrowings, as reported in my statement last year, acquiring further investments in securities and improving our existing property portfolio. As at 31 December 2005 both short term and long term borrowings totalled £15.8 million compared with £19.1 million at the end of last year. We continue with our strategy of seeking innovative early stage investments and during the year we have subscribed for equity interests in a number of start-up situations which appear to have significant potential for future expansion and return. I am hopeful that one or two of these embryo companies with join either the AIM or Ofex markets within the next twelve months. As a consequence your Board recommends a final dividend of 5p per share against 4p last year, an increase of 25%. A P Stirling 28th April, 2006 GRESHAM HOUSE PLC PRELIMINARY FINAL STATEMENT UNAUDITED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Income: Dividend and Interest income 329 - 329 224 - 224 Rental income 2,098 - 2,098 3,266 - 3,266 Other operating income 323 - 323 370 - 370 ----- ----- ----- ----- ----- ----- Total Revenue 2,750 - 2,750 3,860 - 3,860 Gainson investments held at fair value - 2,824 2,824 - 1,593 1,593 Deficit on disposal of property investment - - - - (1,767) (1,767) Movement in fair value of property investments - 6,144 6,144 - 1,854 1,854 ----- ----- ----- ----- ----- ----- Total gains and losses 2,750 8,968 11,718 3,860 1,680 5,540 ----- ----- ----- ----- ----- ----- Expenses Other operating expenses (1,691) - (1,691) (1,635) - (1,635) Finance costs (1,151) - (1,151) (1,459) - (1,459) ----- ----- ----- ----- ----- ----- (2,842) - (2,842) (3,094) - (3,094) ----- ----- ----- ----- ----- ----- (Loss)/Profit before taxation (92) 8,968 8,876 766 1,680 2,446 Taxation - (1,240) (1,240) 550 (113) 437 ----- ----- ----- ----- ----- ----- Profit for the year (92) 7,728 7,636 1,316 1,567 2,883 ===== ===== ===== ===== ===== ===== Attributable to:- Equity holders of the parent 140 7,399 7,539 1,257 2,011 3,268 Minority interest (232) 329 97 59 (444) (385) ----- ----- ----- ----- ----- ----- (92) 7,728 7,636 1,316 1,567 2,883 ===== ===== ===== ===== ===== ===== Basic earnings per ordinary Share 154.8p 67.9p ===== ===== Diluted earnings per ordinary Share 154.7p 67.8p ===== ===== Notes (i) Dividends - Ordinary shares: proposed final dividend of 5p per share (2004: 4p) payable on 23 June 2006 to shareholders on the register at 26 May 2006 244 195 ===== ===== (ii)The summary of results for the year ended 31 December 2005 does not constitute statutory accounts within the meaning of s240 of the Companies Act 1985. The full statutory accounts which will be available to shareholders by 17 May 2006 have not been reported on by the Company's auditors and have not been delivered to the Registrar of Companies. Full accounts in respect of the year ended 31 December 2004 prepared under UK GAAP have been delivered to the Registrar of Companies and the Auditor's Report on those accounts was unqualified. (iii)Basic earnings per ordinary share are based on the return attributable to equity shareholders of £7,539,000 (2004: £3,268,000), and on 4,870,716 (2004:4,812,498) ordinary shares being the weighted average number of those in issue during the year. The diluted earnings per ordinary share is based on the return attributable to equity shareholders of £7,539,000 (2004:£3,268,000)and on 4,874,628 (2004: 4,819,227) shares being the weighted average number of shares in issue during the year together with 3,912 (2004: 6,728) shares deemed to have been issued at nil consideration as a result of options granted or pursuant to the terms of the 8% Secured Loan Stock issued by Gresham House Finance plc. GRESHAM HOUSE PLC PRELIMINARY FINAL STATEMENT UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY YEAR ENDED 31 DECEMBER 2005 Ordinary Share share Share based Capital Retained capital premium payments reserve earnings Total £'000 £'000 £'000 £'000 £'000 £'000 Balance at 31 Dec 2004 1,212 761 - 36,756 (8,346) 30,383 Profit for the period - - - 7,399 140 7,539 Ordinary dividend paid - - - - (195) (195) Issue of shares 6 61 - - - 67 Share based payments - - 12 - - 12 ------ ------ ------ ------ ------ ------ Balance at 31 Dec 2005 1,218 822 12 44,155 (8,401) 37,806 ====== ====== ====== ====== ====== ====== YEAR ENDED 31 DECEMBER 2004 Ordinary Share share Share based Capital Retained capital premium payments reserve earnings Total £'000 £'000 £'000 £'000 £'000 £'000 Balance at 31 Dec 2003 1,189 554 - 34,745 (9,455) 27,033 Profit for the period - - - 2,011 1,257 3,268 Ordinary dividend paid - - - - (148) (148) Issue of shares 23 207 - - - 230 ------ ------ ------ ------ ------ ------ Balance at 31 Dec 2004 1,212 761 - 36,756 (8,346) 30,383 ====== ====== ====== ====== ====== ====== GRESHAM HOUSE PLC PRELIMINARY FINAL STATEMENT UNAUDITED CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2005 2005 2004 £'000 £'000 Assets Non current assets Investments held at fair value 12,774 8,761 Property investments 34,226 28,600 Property, plant and equipment 512 525 ------ ------ Total non current assets 47,512 37,886 ------ ------ Current assets Trade and other receivables 389 426 Accrued income and prepaid expenses 1,170 1,209 Other current assets 8,904 6,089 Cash and cash equivalents 863 7,230 ------ ------ 11,326 14,954 ------ ------ Total assets 58,838 52,840 ------ ------ Current liabilities Trade and other payables 2,615 2,150 Short term borrowings 9,549 3,523 Current tax payable 17 102 ------ ------ Total current liabilities 12,181 5,775 ------ ------ Total assets less current liabilities 46,657 47,065 Non current liabilities Long term borrowings 6,449 15,618 Deferred taxation 1,631 390 ------ ------ 8,080 16,008 ------ ------ Net assets 38,577 31,057 ====== ====== Capital and reserves Ordinary share capital 1,218 1,212 Share premium 822 761 Share based payments 12 - Capital reserve 44,155 36,756 Retained earnings (8,401) (8,346) ------ ------ Equity attributable to equity shareholders 37,806 30,383 Minority interest 771 674 ------ ------ Total equity 38,577 31,057 ====== ====== Basic net asset value per ordinary share 775.7p 626.6p ====== ====== Diluted net asset value per ordinary share 775.1p 625.7p ====== ====== Notes Basic net asset value per ordinary share is based on equity attributable to equity shareholders at the year end and on 4,873,880 (2004: 4,848,919) ordinary shares being the number of ordinary shares in issue at the year end. Diluted net asset value per ordinary share is based on equity attributable to equity shareholders at the year end and on 4,877,792 (2004: 4,855,647)ordinary shares. The number of shares is based upon the number of shares in issue at the year end together with 3,912 (2004: 6,728) shares deemed to have been issued at nil consideration as a result of options granted or pursuant to the maximum number of shares that can be issued under the terms of the 8% Secured Loan Stock issued by Gresham House Finance plc. GRESHAM HOUSE PLC PRELIMINARY FINAL STATEMENT UNAUDITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2005 2004 2004 £'000 £'000 £'000 £'000 Cashflow from operating activities Investment income received 117 129 Interest received 212 95 Rental income received 2,145 3,234 Other cash payments (1,235) (1,824) ------ ------ Net cash generated from operations 1,239 1,634 Interest paid on 8% Secured Redeemable Loan Stock 2006 (293) (293) Interest paid on property loans (754) (1,201) ------ ------ (1,047) (1,494) ------ ------ Net cash flows from operating activities 192 140 Cash flows from investing activities Purchase of investments (2,295) (2,154) Sale of investments 1,106 2,108 Purchase of investment properties (1,532) (7,011) Disposal of investment properties 105 15,698 Purchase of developments in hand (652) (280) ------ ------ (3,268) 8,361 Cash flows from financing activities Repayment of loans (3,484) (7,613) Receipt of loans 321 5,088 Share capital issued 67 230 Equity dividends paid (195) (148) ------ ------ (3,291) (2,443) (Decrease)/increase in cash and cash ------ ------ equivalents (6,367) 6,058 Cash and cash equivalents at start of period 7,230 1,172 Cash and cash equivalents at end of ------ ------ period 863 7,230 ====== ====== NOTES TO THE CONSOLIDATED CASHFLOW STATEMENT RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS 2005 2004 £'000 £'000 Revenue return before taxation (92) 766 Interest payable 1,151 1,459 Share based payments 12 - Depreciation of property, plant and equipment 13 14 ------ ------ 1,084 2,239 Increase in current assets (140) (586) Increase/(decrease)in current liabilities 295 (19) ------ ------ 1,239 1,634 ====== ====== GRESHAM HOUSE PLC PRELIMINARY FINAL STATEMENT UNAUDITED SEGMENTAL REPORTING Property Investment Investment Elimination Consolidated 2005 2004 2005 2004 2005 2004 2005 2004 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Revenue External income 390 180 2,148 3,585 - - 2,538 3,765 Inter - segment income 1,556 1,575 120 120 (1,676) (1,695) - - ----- ----- ----- ----- ----- ----- ----- ----- Total revenue 1,946 1,755 2,268 3,705 (1,676) (1,695) 2,538 3,765 ===== ===== ===== ===== ===== ===== ===== ===== Gains on investments at fair value 2,824 1,593 - - - - 2,824 1,593 Gains on property investments at fair value - - 6,144 1,854 - - 6,144 1,854 Proceeds of disposal of investment properties - - 2,050 15,698 - - 2,050 15,698 Carrying value of disposal of investment properties - -(2,050)(17,465) - - (2,050)(17,465) ----- ----- ----- ----- ----- ----- ----- ----- Total income and gains 4,770 3,348 8,412 3,792 (1,676)(1,695) 11,506 5,445 ===== ===== ===== ===== ===== ===== ===== ===== Segment expenses (115) (59) (805) (939) - - (920) (998) ----- ----- ----- ----- ----- ----- ----- ----- Segment profit 4,655 3,289 7,607 2,853 (1,676) (1,695)10,586 4,447 ===== ===== ===== ===== ===== ===== Unallocated corporate expenses (771) (637) ----- ----- Operating profit 9,815 3,810 Interest expense (all relating to property loans) (1,151) (1,459) Interest income 212 95 ----- ----- Profit before taxation 8,876 2,446 ===== ===== All revenue is derived from operations within the United Kingdom.
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