Preliminary Results 2001

Inchcape PLC 4 March 2002 4 March 2002 Inchcape announces preliminary results for year 2001 Inchcape plc, the international automotive services group, announces its results for the year to 31 December 2001. Highlights include Results - Continuing operating profit up 20.9% to £98.3m - Headline profit before tax up 32.1% to £97.9m - Headline EPS up 58.6% to 78.2p - Strong operational cash flow - £188.5m in the year - Cash positive after: - £45.0m returned to shareholders - Over £80.0m invested in acquisitions - Dividend for this year up 22.7% to 27.0p Strategic initiatives during 2001 - Acquisition of Bates Motor Group Ltd, one of the largest BMW/Audi dealers in the UK, for £26.0m - Acquisition of remaining 51.0% of Eurofleet, one of the leading UK providers of automotive refurbishment and logistics services - AA Buyacar new venture launched; Inchcape has a 30.0% stake and provides sourcing and logistics services - AutoCascade, a pan European re-marketing joint venture with Avis Europe plc, initially launched in the UK Outlook - Encouraging outlook with continued growth in the UK and Australia, and improvement expected in Greece and Belgium Peter Johnson, Group Chief Executive of Inchcape plc, commented: 'It has been a highly successful year for Inchcape both in terms of on-going trading and in the near completion of our disposal programme. As predicted, we have seen a rapid bounce back in our UK operating profits. This has been complemented by strong performances from our key overseas markets including an exceptional year in Hong Kong, driven primarily by taxi sales, and Australia, where our operating profits increased by over 55.0%. Our balance sheet strength enabled us to make a number of strategic investments during the year. We completed the acquisition of the remaining 51.0% of Eurofleet Ltd, the Bates Motor Group Ltd and entered into new ventures with Avis Europe plc and the AA. Our UK Business Services division is developing very well and we intend to begin the process of rolling out these services into Continental Europe during the course of 2002. Taken as a whole, the outlook in our six major markets is very encouraging. We expect the recovery in the UK to continue and the introduction of the new Corolla in Greece and Belgium should lead to an improvement in earnings in those markets. Australian growth prospects are promising. We are confident that 2002 will see further progress.' Introduction Inchcape's excellent results are testament to the decisive actions that have been taken, since it became a pure automotive Group in June 1999, to re-focus on its core markets. Operating profit from our continuing businesses rose by 20.9%. Headline profit before tax (PBT) was up 32.1%, a key driver being the interest charge falling from £16.0m to £3.9m. This reduction was influenced in part by the successful disposal programme. Headline earnings per share rose 58.6% to 78.2p. In completing our transition into an automotive services group, we have created a solid platform for the future by: - Divesting 15 businesses, raising £90.1m in cash; - Strong management of working capital, driving high levels of operational cash flow; - Improving the quality of earnings through focusing on markets where we have scale, sustainability and solid growth prospects; and - Acquiring Eurofleet Limited (Eurofleet), thus providing a creditable Business Services platform. These actions, amongst others, have allowed the Group to fund a £45.0m return of cash to shareholders during 2001 and to invest in acquisitions totalling £81.9m. Acquisitions/New Ventures The net result of completing this transformation phase is to leave the Group effectively in a cash neutral position. We therefore have significant capacity to continue to build on the solid foundations that have been put in place. In the UK we have strengthened our UK Retail business with the acquisition of the Bates Motor Group Ltd and associated properties (Bates Group) for £26.0m. Following this acquisition, and a number of smaller 'in fill' acquisitions, we are now approaching our goal of retailing 5.0% to 10.0% of our preferred partners national sales volumes. Our partners are BMW, Toyota/Lexus, the Premier Automotive Group (PAG) of Ford (encompassing Jaguar and Land Rover) and VW/Audi. It is our view that opportunities will arise in the specialist retail business as the manufacturers continue to consolidate their dealer networks. We do not believe this business will be fundamentally impacted by the proposed changes to Block Exemption. However we are currently reviewing these changes to consider the implications for volume retailing. Our new venture with the AA is a clear illustration of how we can play a major role in supporting new entrants to the car retailing market. We are delivering value to AA Buyacar through our retailing and sourcing business, and also through the provision of a full service logistics operation. The acquisition of the remaining 51.0% of Eurofleet in December 2001 was an important part of our strategy to broaden our business base, into the refurbishment and logistics markets. These are growing markets in their own right. However, by using our retailing expertise, we are able to offer a fully integrated service to manufacturers, self-drive hire and leasing companies. This encompasses fleet management, a full logistics and refurbishment capability as well as re-marketing expertise. The re-marketing activities are mainly carried out through AutoCascade, a joint venture with Avis Europe plc. Winning the contract to handle re-marketing and fleet management activities for Fiat Auto UK's entire fleet of used vehicles for the next three years is a clear demonstration of the success of this strategy. Manufacturer Relationships The strong relationship with Toyota Motor Corporation has provided the platform for further investments in our core markets of Hong Kong, Singapore, Greece and Belgium. In Singapore we announced, on 28 February 2002, that a voluntary conditional cash offer of S$2.30 per share for the remaining c.36.7% of Inchcape Motors Limited not owned by the Inchcape Group would be made. If successful the total consideration payable to the minority shareholders would be c. £53.2m. Operational investments in Asia have been focused on providing better aftersales facilities for our customers, a very important profit contributor to the Group. We also continue to invest in Greek retail facilities whilst we have used our Greek infrastructure to build a business in the Balkans, which sold over 1,600 cars in the year. In Australia we continue to invest with Subaru, VW and Jaguar. We will become the exclusive retailer for Subaru in Melbourne during 2002 introducing a new retail concept within this market. This will be a scale business selling over 6,000 new and used cars in a full year. We are also examining retail expansion plans in Sydney, particularly with the PAG. Our relationship with Ferrari/Maserati continues to develop and strengthen. Maserati is set to expand significantly off the back of two new model launches this year. We have recently acquired the rights to distribute and retail the brand in Belgium. Disposals During the year we completed, among others, the disposal of IRB, our Financial Services subsidiary in Brunei, Mazda France, Peugeot in Australia/New Zealand and Ford in Peru and Ecuador. Disposal proceeds this year were £90.1m, whilst the operating profit generated by these businesses was £3.5m. Return of capital During 2001 the Company returned £45.0m to shareholders through a share buyback programme. This reduced the number of shares in issue by 10.9m with the average price paid per share being 412p. The positive effect on earnings per share (EPS) from this buyback will continue to be felt throughout 2002. The Board's policy in respect of further returns of capital is clear and consistent, in that if available funds are not applied for investment purposes, the Board will make additional returns of capital to shareholders. Given our stated strategic intentions a further return of capital is not currently considered appropriate by the Board. However, our shareholder value driven approach balances short-term considerations with long-term investment opportunities and is kept under regular review. Board changes Tony Alexander will step down from the Board at the Annual General Meeting in May 2002, having completed nine years as a non-executive Director. Financial performance 2001 Preliminary Results Summary Results (£ million) 2001 2000 Continuing turnover 3,228.3 2,971.7 Continuing operating profit 98.3 81.3 Headline profit before tax 97.9 74.1 Exceptionals (36.9) (0.7) Profit before tax 61.0 73.4 Headline earnings per share 78.2p 49.3p Ordinary dividend per share 27.0p 22.0p Continuing operating profit rose by 20.9% to £98.3m. The total operating profit increased 13.0% to £101.8m. Headline profit before tax was £97.9m compared to £74.1m in 2000. Headline earnings per share rose by 58.6% to 78.2p. Profit before tax was £61.0m. This is below last year's figure of £73.4m due to the loss on sale and termination of businesses of £36.3m. This has arisen due to historic goodwill of £36.7m being written off. Operational Review Continuing Businesses Continuing operating profit before exceptional items increased by 20.9% to £98.3m. Of this increase £2.2m relates to the exchange benefit of using 2001 average exchange rates compared to 2000 rates. Continuing operating profit by market is analysed below. United Kingdom Operating Profit £13.7m 2001, £0.7m 2000 The UK new car market grew by 10.7% to a record 2.46m units, fuelled by low interest rates, price reductions and the return of consumer confidence following the uncertainties that arose from the Competition Commission enquiry in 2000. Our UK Retail profits rose 38.6% to £12.2m. Adjusting for the acquisition of the Bates Group, made in August, underlying growth was 24.0%. The Bates Group made £1.6m pre-goodwill amortisation in the period to year end. Our new car sales, on a like for like basis, were up over 16.0%. This, allied to a continued robust performance in used cars and aftersales, contributed to the strong result. The Financial Services profits (included in Financial Services results) generated from our UK Retail operations were £0.8m. Results from the Leasing and Fleet Management businesses (included in Financial Services results) improved significantly due to the non-recurrence of the £7.0m residual value provision made last year. Used car residual values have stabilised as expected and the provision made last year has proved to be adequate. Autobytel UK losses fell as forecast by £3.7m. Brand recognition remains strong and this business is an important part of our UK strategy of offering consumers and businesses a choice of products and channels to market. As revenues improve and costs are further reduced, losses in Autobytel UK will continue to fall. Losses in Seaking, our new car pre-delivery inspection business, were £3.3m lower than last year due to the closures of loss making sites, and the fact that all remaining operations are now managed by Eurofleet. However, Eurofleet suffered as the nearly new car refurbishment sector had a difficult year with upheaval in the daily rental market caused by the foot and mouth epidemic and the events of 11 September. The market has now stabilised and this, allied to new contracts awarded for 2002, bodes well for the future. Profits for the Ferrari/Maserati business grew again this year despite volume reductions due to supply constraints and the run out of the Maserati 3200. The growth prospects for this brand are excellent with the launch of two new models in 2002. Profit from our associate, the MCL Group, fell by £2.6m. Profits from Enterprise Car Finance (previously known as Chrysler Jeep Financial Services) and Daihatsu Financial Services, which are in run off, fell as expected by £2.0m. Greece/Belgium Operating Profit £12.7m 2001, £17.7m 2000 In Greece profit fell by £3.5m, however £1.7m of this was due to the change in the way Greek stocks were financed, resulting in the stock holding charge moving from interest to operating profit. Other factors were a reduction in market share and a declining market, which was down 4.0%. The share decline was primarily due to the run out of the Corolla, Toyota's largest volume selling model. Despite this, Toyota retained second position in the market. The new Corolla, with a wider range of variants, was launched in January 2002. Profits grew from our Greek ancillary businesses and from our modest recent investment in the Balkans, where we sold over 1,600 cars. We are close to finalising the closure of our Greek loss making daily rental business. In Belgium volumes were down mainly due to the Corolla run out. The new Corolla was extremely well received at the Brussels Motor Show in January 2002. Australia/New Zealand Operating Profit £12.8m 2001, £8.7m 2000 Subaru Australia continues to outperform the market, achieving a record volume (over 27,000 units in 2001) for the fifth consecutive year. Market share was 3.6%, the largest share for a major Subaru market outside Japan. The growing Sydney Retail business achieved 4,750 unit sales in the year and improved profitability with VW performing particularly well. The launch of Subaru Melbourne, our exclusive new retail concept for this city, which represents some 20.0% of the Australian market, is scheduled for the second quarter of this year. The real benefits from this substantial new business (over 6,000 new and used cars per annum) will start to impact in 2003. Hong Kong Operating Profit £48.9m 2001, £40.7m 2000 Profits rose sharply driven by the strength of the taxi market and also by a £2.5m currency translation benefit. Taxi sales increased more than 130.0% to c.9,000 units representing just over half of the total taxi fleet. This was the result of a government incentive campaign encouraging taxi drivers to switch from diesel to Liquified Petroleum Gas (LPG) taxis. This has had the effect of condensing the normal six year replacement cycle into three. As Toyota achieves over 90.0% of the taxi market this has led to a particularly high level of profit in the year. Taxi sales will continue but at a much reduced level in 2002. The underlying market was down just over 5.0%. However, Toyota/Lexus increased market share, most other franchises performed well, especially Peugeot which took 5.1% of the passenger car market. Mazda lost market share and profits were well down, but the new product pipeline is strong and this should start to impact from late 2002 onwards. Singapore/Brunei Operating Profit £19.2m 2001, £21.9m 2000 In Singapore the market fell slightly by 2.4%. Despite this Toyota increased market share to 21.3%. Margins were under pressure as the price of Certificate of Entitlements (COEs) varied more than expected. Aftersales and finance income were strong in the year and helped mitigate the new car margin reduction. The Singapore market, dictated by the number of COEs issued, could fall by up to 15.0% in 2002, however, finance income and aftersales are anticipated to rise. In Brunei, where Toyota is again the market leader, the recent reduction in import duties has resulted in retail price reductions. This should stimulate the market, which has been at a depressed level for a number of years. Other Operating Profit £5.9m 2001, £7.9m 2000 Operating profits rose in our Toyota businesses in Guam and Ethiopia. In Latin America, where the sole remaining businesses are BMW in Chile and Peru, profits also rose. Mazda Finland incurred losses in the year, but prospects look brighter given the new product pipeline. In the year we also provided £2.5m against our investment in the US listed Autobytel.com. Central Costs £(14.9)m 2001, £(16.3)m 2000 Despite the expense associated with relocating the head office into more cost efficient premises, Central Costs were still £1.4m lower than last year. Headcount reductions, allied to property savings will mean a significant reduction in Central Costs for 2002. Discontinued Businesses Profits in the year for businesses that were sold or closed prior to 4 March 2002 were £3.5m. Peugeot in Australia/New Zealand, IRB in Brunei, and numerous businesses in Latin America contributed to this. The disposal programme is now substantially complete. Current Trading and Prospects Trading in the UK has started well. The new car market is expected to fall from its record levels achieved during 2001, however we expect our recovery to continue and remain positive about this market. Our performance in Greece and Belgium is expected to improve due to the contribution from the new Toyota Corolla, which has been well received in both markets since its launch in January 2002. Profits in Hong Kong remain underpinned by the breadth and quality of our earnings stream. However, the exceptional profits generated by the taxi market last year will not be repeated and this will impact overall results. Whilst the underlying retail market remains depressed, with little immediate sign of recovery, our aftersales and finance earnings remain strong. In Singapore, the market is likely to weaken as the Singaporean authorities are expected to issue a lower quota of COEs this year. Our Australian business continues to grow and improvements in the exchange rate environment since year end will be beneficial. We should also see an improved performance from our retail investments. On balance there are a number of positives, which are expected to offset any pressures felt in Asia. Taken as a whole the outlook is encouraging and we are confident that 2002 will see further progress. Dividend The Board recommends the payment of a final ordinary dividend of 18.2p (2000 - 14.7p), giving a total dividend for the year of 27.0p (2000 - 22.0p). The dividend is covered 2.9 times by Headline earnings per share. Subject to approval at the Annual General Meeting on 16 May 2002, the final dividend will be paid on 17 June 2002 to shareholders on the register on 24 May 2002. Notes to Editors For further information, please contact: Group Communications, Inchcape plc 020 7546 0022 Hogarth Partnership Limited 020 7347 9477 Inchcape, as an international automotive services group, provides quality representation for its manufacturer partners, a choice of channels to market and products for its retail customers and a range of business services for its corporate customers. Operating primarily in the UK, Greece, Belgium, Australia, Hong Kong and Singapore, its key partners are Toyota, Subaru, Ferrari, Jaguar and Land Rover. Inchcape's activities include exclusive Import, Distribution and Retail, Business Services, automotive E-commerce and Financial Services. For further information, visit us at www.inchcape.com Consolidated profit and loss account for the year ended 31 December 2001 ______________________________________________________________________________ Continuing Discontinued operations operations Total ______________________________________________________________________________ 2001 2001 2001 2000 £m £m £m £m ______________________________________________________________________________ Turnover including share of joint ventures and associates 3,228.3 91.2 3,319.5 3,717.4 Less: - share of joint ventures (40.8) (0.6) (41.4) (61.1) - share of associates (161.0) (4.1) (165.1) (570.2) _____________________________ _________ _____________ __________ _________ Group subsidiaries' turnover 3,026.5 86.5 3,113.0 3,086.1 Cost of sales (2,573.4) (75.2) (2,648.6) (2,607.3) _____________________________ _________ _____________ __________ _________ Gross profit 453.1 11.3 464.4 478.8 Net operating expenses (369.3) (7.8) (377.1) (406.8) _____________________________ _________ _____________ __________ _________ Operating profit 83.8 3.5 87.3 72.0 Share of profits of joint ventures 11.6 0.1 11.7 13.2 Share of profits (losses) of associates 2.9 (0.1) 2.8 4.9 _____________________________ _________ _____________ __________ _________ Total operating profit 98.3 3.5 101.8 90.1 Net (loss) profit on sale of properties and investments (1.7) 1.1 (0.6) (0.4) Net (loss) profit including provisions on sale and termination of operations (41.0) 4.7 (36.3) (18.5) Utilisation of provision for net loss on sale of operations - - - 18.2 _____________________________ _________ _____________ __________ _________ Profit on ordinary activities before interest 55.6 9.3 64.9 89.4 ========= ============= Net interest (3.9) (16.0) _____________________________ __________ _________ Profit on ordinary activities before taxation 61.0 73.4 Tax on profit on ordinary activities (28.7) (18.2) _____________________________ __________ _________ Profit on ordinary activities after taxation 32.3 55.2 Minority interests (8.3) (7.6) _____________________________ __________ _________ Profit for the financial year 24.0 47.6 Dividends (19.5) (19.2) _____________________________ __________ _________ Retained profit for the financial year 4.5 28.4 ========================== ========== ========= Headline profit before tax (£m) 97.9 74.1 Headline earnings per share (pence) 78.2p 49.3p FRS 3 profit before tax (£m) 61.0 73.4 Basic earnings per share (pence) 30.1p 54.2p Diluted earnings per share (pence) 29.7p 54.2p Statement of total recognised gains and losses for the year ended 31 December 2001 ______________________________________________________________________________ 2001 2000 £m £m ______________________________________________________________________________ Profit for the financial year 24.0 47.6 Effect of foreign exchange rate changes: - results for the year (1.0) 0.8 - foreign currency net investments (3.2) 10.3 Unrealised deficit on impairment of revalued properties (0.2) (0.3) _________________________________________________________ ______ _______ Total recognised gains 19.6 58.4 _________________________________________________________ ______ _______ Note of historical cost profits and losses for the year ended 31 December 2001 ______________________________________________________________________________ 2001 2000 £m £m ______________________________________________________________________________ Reported profit on ordinary activities before taxation 61.0 73.4 Realisation of property revaluation (deficits) surpluses (1.3) 1.5 Difference between the historical cost and the actual depreciation charge 1.0 0.6 ________________________________________________ _____ _____ Historical cost profit on ordinary activities before taxation 60.7 75.5 ================================================ ===== ====== Historical cost profit after taxation, minority interests and dividends 4.2 30.5 ================================================ ===== ====== Consolidated balance sheet as at 31 December 2001 ______________________________________________________________________________ 2001 2000 £m £m ______________________________________________________________________________ Fixed assets: Intangible assets 76.2 3.7 Tangible assets 251.1 244.5 Investments: - joint ventures: share of gross assets 443.2 534.5 share of gross liabilities (392.0) (479.2) _______ _______ share of net assets 51.2 55.3 - associates 29.0 43.5 - other investments 4.0 12.9 __________________________________________________ _______ _______ 411.5 359.9 Current assets: Stocks 519.7 530.1 Debtors: - amounts due within one year 202.2 255.4 - amounts due after more than one year 13.4 68.0 Investments 14.2 10.4 Cash at bank and in hand 123.0 166.4 __________________________________________________ _______ _______ 872.5 1,030.3 Creditors - amounts falling due within one year: Borrowings (83.1) (138.6) Other (582.7) (566.5) __________________________________________________ _______ _______ (665.8) (705.1) __________________________________________________ _______ _______ Net current assets 206.7 325.2 Total assets less current liabilities 618.2 685.1 Creditors - amounts falling due after more than one year: Borrowings (22.4) (96.9) Other (81.6) (61.8) __________________________________________________ _______ _______ (104.0) (158.7) Provisions for liabilities and charges (111.4) (113.9) __________________________________________________ _______ _______ Net assets 402.8 412.5 ================================================== ======= ======= Capital and reserves: Called-up share capital 116.2 132.5 Share premium account 107.0 106.9 Revaluation reserve 36.1 37.2 Capital redemption reserve 16.4 - Profit and loss account 81.3 88.7 __________________________________________________ ______ _______ Equity shareholders' funds 357.0 365.3 Minority interests 45.8 47.2 __________________________________________________ _______ _______ 402.8 412.5 ================================================== ======= ======= Consolidated cash flow statement for the year ended 31 December 2001 Reconciliation of operating profit to operating cash flows ______________________________________________________________________________ 2001 2000 £m £m ______________________________________________________________________________ Operating profit 87.3 72.0 Amortisation 0.9 0.9 Depreciation 26.6 24.8 (Profit) loss on sale of tangible fixed assets other than property (0.4) 1.2 Decrease in stocks 6.1 14.8 Decrease (increase) in debtors 44.4 (44.9) Increase in creditors 14.4 28.1 Payments in respect of exceptional operating items - (1.3) Payments in respect of termination of operations (2.2) (1.1) Other items 11.4 (4.0) __________________________________________________ _______ _______ Net cash inflow from operating activities 188.5 90.5 ================================================== ======= ======= Consolidated cash flow statement ______________________________________________________________________________ Net cash inflow from operating activities 188.5 90.5 Dividends from joint ventures 7.2 5.9 Dividends from associates 3.5 3.1 Returns on investments and servicing of finance (6.7) (14.8) Taxation (28.4) (12.4) Capital expenditure and financial investment (17.6) (21.1) __________________________________________________ _______ _______ 146.5 51.2 Acquisitions and disposals 6.6 48.2 Equity dividends paid (18.4) (18.8) __________________________________________________ _______ _______ Net cash inflow before use of liquid resources and financing 134.7 80.6 Net cash inflow (outflow) from the management of liquid resources 53.5 (88.1) Net cash outflow from financing* (169.3) (49.1) _________________________________________________ _______ _______ Net increase(decrease)in cash 18.9 (56.6) ================================================== ======= ======= Reconciliation of net cash flow to movement in net funds and debt ______________________________________________________________________________ Net increase (decrease) in cash 18.9 (56.6) Net cash outflow from increase in debt and lease financing 124.2 49.1 Net cash (inflow) outflow from the management of liquid resources (53.5) 88.1 __________________________________________________ _______ _______ Change in net funds and debt resulting from cash flows 89.6 80.6 Effect of foreign exchange rate changes on net debt (4.6) (1.4) Net loans and finance leases relating to acquisitions and disposals 13.0 1.0 Liquid resources of businesses sold (11.4) (0.3) __________________________________________________ _______ _______ Movement in net funds (debt) 86.6 79.9 Net debt at 1 January (69.1) (149.0) __________________________________________________ _______ _______ Net funds(debt) at 31 December 17.5 (69.1) ================================================== ======= ======= * Net cash outflow from financing includes £45.3m relating to the share buyback programme. Notes 1 Segmental analysis ______________________________________________________________________________ a Turnover Group subsidiaries Share of joint ventures ______________________________________________________________________________ 2001 2000 2001 2000 (i) By geographical market: £m £m £m £m ______________________________________________________________________________ UK 904.7 797.7 10.2 16.2 Greece/Belgium 595.0 560.1 5.0 3.8 Australia/New Zealand 408.8 403.5 8.2 6.9 Hong Kong 420.5 335.9 17.4 20.0 Singapore/Brunei 427.5 378.6 - - Other 270.0 252.6 - (0.1) _____________________________ _______ _______ _______ _______ Continuing 3,026.5 2,728.4 40.8 46.8 Discontinued 86.5 357.7 0.6 14.3 _____________________________ _______ _______ _______ _______ 3,113.0 3,086.1 41.4 61.1 ============================= ======= ======= ======= ======= ______________________________________________________________________________ Turnover Share of associates Total ______________________________________________________________________________ 2001 2000 2001 2000 By geographical market: £m £m £m £m ______________________________________________________________________________ UK 159.3 195.0 1,074.2 1,008.9 Greece/Belgium 1.7 1.5 601.7 565.4 Australia/New Zealand - - 417.0 410.4 Hong Kong - - 437.9 355.9 Singapore/Brunei - - 427.5 378.6 Other - - 270.0 252.5 _____________________________ _______ _______ _______ _______ Continuing 161.0 196.5 3,228.3 2,971.7 Discontinued 4.1 373.7 91.2 745.7 _____________________________ _______ _______ _______ _______ 165.1 570.2 3,319.5 3,717.4 ============================= ======= ======= ======= ======= ______________________________________________________________________________ Turnover Group subsidiaries Share of joint ventures ______________________________________________________________________________ 2001 2000 2001 2000 (ii) By activity: £m £m £m £m ______________________________________________________________________________ Import, Distribution & Retail 2,261.5 2,042.0 - - UK Retail 711.7 621.5 - - Financial Services 52.5 63.8 40.8 46.8 E-commerce 0.8 1.1 - - _____________________________ _______ _______ ________ ______ Continuing 3,026.5 2,728.4 40.8 46.8 Discontinued 86.5 357.7 0.6 14.3 _____________________________ _______ _______ ________ ______ 3,113.0 3,086.1 41.4 61.1 ============================= ======= ======= ======== ====== ______________________________________________________________________________ Turnover Share of associates Total ______________________________________________________________________________ 2001 2000 2001 2000 By activity: £m £m £m £m ______________________________________________________________________________ Import, Distribution & Retail 157.1 195.0 2,418.6 2,237.0 UK Retail - - 711.7 621.5 Financial Services 3.9 1.5 97.2 112.1 E-commerce - - 0.8 1.1 _____________________________ _______ _______ _______ _______ Continuing 161.0 196.5 3,228.3 2,971.7 Discontinued 4.1 373.7 91.2 745.7 _____________________________ _______ _______ ________ _______ 165.1 570.2 3,319.5 3,717.4 ============================= ======= ======= ======== ======= Activities treated as discontinued in 2001 were IRB Finance Berhad, Inchcape France Finance, Jaguar Australia, Peugeot Australia, Peugeot New Zealand, Ford Peru and Ford Ecuador. Activities treated as discontinued in 2000 were Toyota (GB), Mazda France, Volkswagen Australia, activities in China and two agricultural and industrial vehicle activities in Latin America. Geographical analysis of turnover is by origin and is not significantly different to turnover by destination. Turnover between segments is not material. ______________________________________________________________________________ b Total operating profit Group subsidiaries Share of joint ventures ______________________________________________________________________________ 2001 2000 2001 2000 (i) By geographical market: £m £m £m £m ______________________________________________________________________________ UK 10.5 (6.2) 0.7 3.4 Greece/Belgium 9.4 15.4 2.9 2.0 Australia/New Zealand 12.3 8.3 0.5 0.4 Hong Kong 41.4 34.0 7.5 6.7 Singapore/Brunei 19.2 21.9 - - Other 5.9 7.9 - - _____________________________ _______ _______ _______ _______ 98.7 81.3 11.6 12.5 Central costs (14.9) (16.3) - - _____________________________ _______ _______ _______ _______ Continuing 83.8 65.0 11.6 12.5 Discontinued 3.5 7.0 0.1 0.7 _____________________________ _______ _______ _______ _______ 87.3 72.0 11.7 13.2 ============================= ======= ======= ======= ======= ______________________________________________________________________________ Total operating profit Share of associates Total ______________________________________________________________________________ 2001 2000 2001 2000 By geographical market: £m £m £m £m ______________________________________________________________________________ UK 2.5 3.5 13.7 0.7 Greece/Belgium 0.4 0.3 12.7 17.7 Australia/New Zealand - - 12.8 8.7 Hong Kong - - 48.9 40.7 Singapore/Brunei - - 19.2 21.9 Other - - 5.9 7.9 _____________________________ _______ _______ _______ _______ 2.9 3.8 113.2 97.6 Central costs - - (14.9) (16.3) _____________________________ _______ _______ _______ _______ Continuing 2.9 3.8 98.3 81.3 Discontinued (0.1) 1.1 3.5 8.8 _____________________________ _______ _______ _______ _______ 2.8 4.9 101.8 90.1 ============================= ======= ======= ======= ======= ______________________________________________________________________________ Total operating profit Group subsidiaries Share of joint ventures ______________________________________________________________________________ 2001 2000 2001 2000 (ii) By activity: £m £m £m £m ______________________________________________________________________________ Import, Distribution & Retail 94.0 85.8 (0.2) - UK Retail 12.2 8.8 - - Financial Services (0.8) (5.4) 11.8 12.5 E-commerce (6.7) (7.9) - - ________________________________ _____ _____ _____ _____ 98.7 81.3 11.6 12.5 Central costs (14.9) (16.3) - - ________________________________ _____ _____ _____ _____ Continuing 83.8 65.0 11.6 12.5 Discontinued 3.5 7.0 0.1 0.7 ________________________________ _____ _____ _____ _____ 87.3 72.0 11.7 13.2 ================================ ===== ===== ===== ===== ______________________________________________________________________________ Total operating profit Share of associates Total ______________________________________________________________________________ 2001 2000 2001 2000 By activity: £m £m £m £m ______________________________________________________________________________ Import, Distribution & Retail 1.5 1.9 95.3 87.7 UK Retail - - 12.2 8.8 Financial Services 1.4 1.9 12.4 9.0 E-commerce - - (6.7) (7.9) ________________________________ _____ _____ _____ _____ 2.9 3.8 113.2 97.6 Central costs - - (14.9) (16.3) ________________________________ _____ _____ _____ _____ Continuing 2.9 3.8 98.3 81.3 Discontinued (0.1) 1.1 3.5 8.8 ________________________________ _____ _____ _____ _____ 2.8 4.9 101.8 90.1 ================================ ===== ===== ===== ===== ______________________________________________________________________________ c Net assets Group subsidiaries Share of joint ventures ______________________________________________________________________________ 2001 2000 2001 2000 (i) By geographical market: £m £m £m £m ______________________________________________________________________________ UK 242.8 120.6 3.8 6.5 Greece/Belgium 46.2 123.4 7.4 6.8 Australia/New Zealand (16.3) (11.1) 0.5 4.0 Hong Kong 37.5 39.4 39.5 34.9 Singapore/Brunei 47.3 66.7 - - Other 60.7 53.6 - - _____________________________ _______ _______ _______ _______ Continuing 418.2 392.6 51.2 52.2 Discontinued (0.9) 33.1 - 3.1 _____________________________ ______ _______ _______ _______ 417.3 425.7 51.2 55.3 Net cash (debt)* 17.5 (16.8) - - Other unallocated assets and liabilities** (112.2) (95.2) - - _____________________________ _______ _______ ________ ______ 322.6 313.7 51.2 55.3 ============================= ======= ======= ======= ======= ______________________________________________________________________________ Net assets Share of associates Total ______________________________________________________________________________ 2001 2000 2001 2000 By geographical market: £m £m £m £m ______________________________________________________________________________ UK 27.4 41.8 274.0 168.9 Greece/Belgium 1.4 1.3 55.0 131.5 Australia/New Zealand - - (15.8) (7.1) Hong Kong - - 77.0 74.3 Singapore/Brunei - - 47.3 66.7 Other - - 60.7 53.6 _____________________________ _______ _______ ________ _______ Continuing 28.8 43.1 498.2 487.9 Discontinued 0.2 0.4 (0.7) 36.6 _____________________________ ______ _______ ________ _______ 29.0 43.5 497.5 524.5 Net cash (debt)* - - 17.5 (16.8) Other unallocated assets and liabilities** - - (112.2) (95.2) _____________________________ _______ _______ ________ _______ 29.0 43.5 402.8 412.5 ============================= ======= ======= ======== ======= ______________________________________________________________________________ Net assets Group subsidiaries Share of joint ventures ______________________________________________________________________________ 2001 2000 2001 2000 (ii) By activity: £m £m £m £m ______________________________________________________________________________ Import, Distribution & Retail 283.0 287.5 0.8 - UK Retail 118.4 108.4 - - Financial Services 17.9 (2.2) 50.4 52.2 E-commerce (1.1) (1.1) - - _____________________________ _______ _______ ________ ______ Continuing 418.2 392.6 51.2 52.2 Discontinued (0.9) 33.1 - 3.1 _____________________________ _______ _______ ________ ______ 417.3 425.7 51.2 55.3 Net cash (debt)* 17.5 (16.8) - - Other unallocated assets and liabilities** (112.2) (95.2) - - _____________________________ _______ _______ ________ ______ 322.6 313.7 51.2 55.3 ============================= ======= ======= ======== ====== ______________________________________________________________________________ Net assets Share of associates Total ______________________________________________________________________________ 2001 2000 2001 2000 By activity: £m £m £m £m ______________________________________________________________________________ Import, Distribution & Retail 21.9 36.6 305.7 324.1 UK Retail - - 118.4 108.4 Financial Services 6.9 6.5 75.2 56.5 E-commerce - - (1.1) (1.1) _____________________________ _______ _______ _______ _______ Continuing 28.8 43.1 498.2 487.9 Discontinued 0.2 0.4 (0.7) 36.6 _____________________________ _______ _______ ________ ______ 29.0 43.5 497.5 524.5 Net cash (debt)* - - 17.5 (16.8) Other unallocated assets and liabilities** - - (112.2) (95.2) _____________________________ _______ _______ ________ ______ 29.0 43.5 402.8 412.5 ============================= ======= ======= ======== ====== * Reconciled to debt as follows: Net cash (debt) as above 17.5 (16.8) Financial Services debt in respect of consumer financing - (52.3) ________________________________________________ ________ _______ Net cash (debt) as reported 17.5 (69.1) ================================================ ======== ======= ** Other unallocated assets and liabilities include central provisions, taxation, dividends and assets not directly related to operating activity. ______________________________________________________________________________ 2 Exceptional items ______________________________________________________________________________ 2001 2000 £m £m ______________________________________________________________________________ Net loss on sale of properties and investments (0.6) (0.4) ________________________________________________ _____ _____ Net (loss) profit including provisions on sale and termination of operations: - MCL - UK (goodwill written off £24.5m) (24.5) - - Seaking Automotive Ltd - UK (includes goodwill written off £5.3m) (7.9) - - UK Retail dealerships(includes goodwill written off £5.8m) (6.7) - - IRB Finance Berhad - Brunei 3.9 - - Toyota (GB) - UK - 14.0 - Nanjing Hong Kong Changjiang - China (2000 includes goodwill written off £0.9m) - (6.2) - Towell Auto Centre - Oman (2000 includes goodwill written off £5.1m) - (3.0) - John Deere - Peru - (3.1) - Other (2001 includes goodwill written off £1.1m) (1.1) (2.0) ________________________________________________ _____ _____ Total net loss including provisions on sale and termination of operations (36.3) (0.3) ________________________________________________ _____ _____ Total exceptional items - note 5 (36.9) (0.7) ================================================ ===== ===== During 2001 the Group has disposed of various businesses. The principal profits and losses on those transactions are noted above and in the Financial Review. Goodwill written off included above of £36.7m (2000 - £6.0m) had been charged against reserves in previous years. ______________________________________________________________________________ 3 Net interest ______________________________________________________________________________ 2001 2000 £m £m ______________________________________________________________________________ Interest payable and other charges: On bank loans, overdrafts and other loans falling due within five years 10.7 23.1 On finance leases mainly repayable within five years - 0.1 Other interest 2.5 7.6 ____________________________________________________________ ____ ____ 13.2 30.8 Less amounts included in cost of sales for Financial Services subsidiaries (0.6) (3.8) ____________________________________________________________ ____ ____ 12.6 27.0 ____________________________________________________________ ____ ____ Interest receivable: Bank and other interest (11.9) (26.9) Less amounts included in turnover for Financial Services subsidiaries 1.8 11.1 ____________________________________________________________ ____ ____ (10.1) (15.8) ____________________________________________________________ ____ ____ The Company and its subsidiaries 2.5 11.2 Share of joint ventures' net interest 0.1 0.4 Share of associates' net interest 1.3 4.4 ____________________________________________________________ ____ ____ 3.9 16.0 ============================================================ ==== ==== ______________________________________________________________________________ 4 Taxation ______________________________________________________________________________ 2001 2000 Current taxation £m £m ______________________________________________________________________________ United Kingdom corporation tax at 30.0% (2000 - 30.0%) 1.5 8.9 Double taxation relief (2.2) (10.0) ____________________________________________________________ ____ ____ (0.7) (1.1) Advance corporation tax written off - 0.2 ____________________________________________________________ ____ ____ (0.7) (0.9) Overseas taxes 27.3 27.7 Deferred taxation (2.3) (6.7) ____________________________________________________________ ____ ____ 24.3 20.1 Adjustments to prior year liabilities: - UK (0.5) (2.4) - overseas 0.9 (2.1) ____________________________________________________________ ____ ____ The Company and its subsidiaries 24.7 15.6 Share of joint ventures' taxation 2.9 2.5 Share of associates' taxation 1.1 0.1 ____________________________________________________________ ____ ____ 28.7 18.2 ============================================================ ==== ==== The tax rate has been increased due to FRS 3 exceptional losses for which no tax credit is available (2000 - tax charge reduced by £5.0m in respect of FRS 3 exceptional items). ______________________________________________________________________________ 5 Earnings per ordinary share Headline FRS 3 ______________________________________________________________________________ 2001 2000 2001 2000 £m £m £m £m ______________________________________________________________________________ Headline profit before tax 97.9 74.1 97.9 74.1 Exceptional items - note 2 - - (36.9) (0.7) ________________________________________ _______ _______ _____ ______ Profit before tax 97.9 74.1 61.0 73.4 Taxation - note 4 (28.7) (23.2) (28.7) (18.2) Minority interests (6.8) (7.6) (8.3) (7.6) ________________________________________ _______ _______ _____ ______ Earnings 62.4 43.3 24.0 47.6 ======================================== ======= ======= ===== ====== Headline earnings per share 78.2p 49.3p ======================================== ======= ======= Basic earnings per share 30.1p 54.2p =========================================================== ====== ====== Diluted earnings per share 29.7p 54.2p =========================================================== ====== ====== 2001 2000 number number ______________________________________________________________________________ Weighted average number of fully paid ordinary shares in issue during the year, less those held by the Inchcape Employee Trust 79,816,472 87,776,386 Dilutive effect of potential ordinary shares 968,310 49,111 ______________________________________________________________________________ Adjusted weighted average number of fully paid ordinary shares in issue during the year 80,784,782 87,825,497 ============================================================================== Headline profit before tax and earnings (before exceptional items and after the utilisation of termination provisions) are adopted in that they provide a fair representation of underlying performance. Headline and basic earnings per share are calculated by dividing the respective headline and FRS 3 earnings (as outlined above) for the year by the weighted average number of fully paid ordinary shares in issue during the year, less those shares held by the Inchcape Employee Trust. Diluted earnings per share is calculated as per headline and basic earnings per share with a further adjustment to the weighted average number of fully paid ordinary shares to reflect the effect of all dilutive potential ordinary shares. ______________________________________________________________________________ 6 Dividends ______________________________________________________________________________ 2001 2000 2001 2000 pence pence £m £m ______________________________________________________________________________ Interim - paid 17 September 2001 (2000 paid - 21 September 2000) 8.8 7.3 5.6 6.4 Final - proposed - payable 17 June 2002 (2000 paid - 15 June 2001) 18.2 14.7 13.9 12.8 _______________________________________________ _____ ____ _____ _____ 27.0 22.0 19.5 19.2 =============================================== ===== ==== ===== ==== If approved at the Annual General Meeting the final ordinary dividend will be paid to ordinary shareholders registered in the books of the Company at the close of business on 24 May 2002. Dividends above exclude £0.3m (2000 - £0.2m) payable on shares held by the Inchcape Employee Trust. The 2001 dividend charge of £19.5m is net of a £1.1m benefit resulting from a lower 2000 final dividend charge than was accrued in the 2000 financial statements. This benefit was due to the share buyback programme reducing the number of shares on the register at the record date. ____________________________________________________________________________ 7 Foreign currency translation ______________________________________________________________________________ The main exchange rates used for translation purposes are as follows: Average rates Year end rates 2001 2000 31.12.01 31.12.00 ______________________________________________________________________________ Australian dollar 2.80 2.62 2.84 2.69 Euro 1.61 1.65 1.63 1.59 Hong Kong dollar 11.22 11.84 11.35 11.65 Singapore dollar 2.58 2.62 2.69 2.59 US dollar 1.44 1.52 1.46 1.49 ______________________________________________________________________________ ______________________________________________________________________________ 8 Basis of presentation ______________________________________________________________________________ The figures contained in this announcement have been prepared in accordance with applicable accounting standards on the historical cost basis, modified to include the revaluation of certain tangible fixed assets. The financial information presented does not constitute the statutory financial statements of 2001 nor 2000. The 2001 figures are extracted from the audited financial statements for that year which have not yet been approved by the shareholders and have not yet been delivered to the Registrar. The comparative figures are extracted from the latest published financial statements that have been delivered to the Registrar of Companies. The auditors' reports in respect of both years were unqualified and did not contain a statement under either Section 237(2) or Section 237(3) of the Companies Act 1985. Financial Review for Preliminary Statement Financial Reporting and Accounting Standards During the year the Group has adopted FRS 18 'Accounting Policies'. The Group's accounting policies were already consistent with this standard and accordingly no changes in reporting have arisen. FRS 17 'Retirement Benefits' and FRS 19 'Deferred Tax' were issued in December 2000. FRS 17 replaces SSAP 24 'Accounting for Pension Costs' and changes existing accounting and disclosure requirements for defined benefit pension schemes. Although transitional rules apply, when fully implemented the principal changes will be the inclusion of pension scheme surpluses or deficits on the balance sheet, analysis of the pension charge between operating profit and net interest, and the reporting of actuarial gains and losses in the Statement of Total Recognised Gains and Losses. Under the FRS 17 transitional rules the Group has a net pension asset of £5.7m at 31 December 2001. FRS 19 replaces SSAP 15 'Accounting for Deferred Tax' and prescribes significant changes to the existing accounting and disclosure for deferred tax. In line with the standard, FRS 19 will be adopted for the first time in the Group accounts for the year ending 31 December 2002. The main change is that deferred tax must be recognised on a full provision basis in the Group's accounts, as opposed to the partial provision method presently adopted by the Group. On implementation of FRS 19, a prior year adjustment will be made to reflect the change in basis of accounting. The impact of this on net assets and the ongoing tax rate is unlikely to be significant. Results Operating Profit 2001 operating profit was £101.8m of which £3.5m related to discontinued businesses. Continuing operating profit of £98.3m was £17.0m higher than 2000. The acquisition of Bates Motor Group Ltd (Bates Group) in August 2001 and the 49.0% of Eurofleet Limited (Eurofleet) in December 2000 contributed £4.1m of operating profit in 2001, before charging goodwill amortisation of £1.2m. Operating profit for 2000 included a £7.0m one-off provision to cover future losses anticipated on residual value buyback guarantees in our UK Leasing business. Exceptional Items As set out in Note 2, the aggregate net exceptional loss for the period is £36.9m (2000 - £0.7m). This is mainly attributable to historic goodwill being written off on the sale of the Mazda UK Import and Distribution business by our 40.0% associate, MCL Group Ltd (£24.5m), the restructuring of Seaking, a UK pre-delivery and inspection company (£5.3m), and the sale of some UK Retail dealerships (£5.8m). Net Interest The net interest charge for the year was £3.9m (2000 - £16.0m). This is split between subsidiary net interest of £2.5m (2000 - £11.2m) and joint ventures and associates of £1.4m (2000 - £4.8m). The subsidiary net interest charge benefited from the proceeds of the disposal programme in 2000 and early 2001, a lower interest rate environment and strong operational cash flows. This was aided by a £1.7m one-off reduction in interest due to the change in method of funding stock in Greece. This was partly offset by the impact of a £45.0m share buyback, which was completed in the first half of the year. The decrease in the joint ventures and associates charge is primarily driven by the sale of Toyota (GB) in mid 2000. Taxation The Headline tax rate for the year was 29.4% (2000 - 31.0%). The rate benefited from substantial profits being earned in Hong Kong, a low tax jurisdiction although this was offset by unrelieved tax losses in the UK, albeit at a lower level than last year. Although the geographical mix of profits is likely to be less favourable in 2002, this should be offset by a much more favourable UK tax position partly resulting from the acquisitions of the Bates Group and Eurofleet. Minority Interest Profit attributable to minorities has increased to £8.3m from £7.6m in 2000. However, this year's charge included a £1.5m exceptional profit on the sale of IRB, the Financial Services subsidiary in Brunei. Cash Flow The Group had net cash of £17.5m at 31 December 2001 compared to net debt of £69.1m at 31 December 2000 despite returning £45.0m to shareholders. Cash generated from operating activities was £188.5m. Working capital falling by £64.9m was a major factor in this. However, £38.6m of the fall arose from a change in the method of financing the Greek stock from debt to supplier related credit. Capital expenditure less disposal proceeds was £17.6m, which was £9.0m less than the depreciation charge, aided by the sale of surplus properties. Disposals The Group has almost completed its programme to dispose of its non-core businesses. During the year we sold IRB, Mazda France and sold, closed or transferred 13 other non-core businesses generating in aggregate £90.1m of cash. Acquisitions During the year, the Group spent £81.9m on acquisitions. In line with our intentions to develop scale investments with a number of specialist retail manufacturers, the Group acquired 100.0% of the Bates Group in August 2001 for £26.0m, including £3.1m of net debt. In December this year the Group acquired the remaining 51.0% of Eurofleet for a consideration of £40.5m, including debt of £27.2m on completion. In addition further consideration could be payable under an earn out formula based on EBIT (earnings before interest and tax) growth. If compound EBIT growth is less than 11.6% per annum, no further consideration is payable. The theoretical maximum earn out payment could amount to £27.5m, however this would require a compound annual growth rate of 32.8% based on EBIT, with no increase in capital employed to 2004. The additional consideration payable could be in the region of £14.0m to £22.0m, based on challenging EBIT growth rate assumptions. For the purposes of FRS 10 it has been assumed that £21.8m deferred consideration is payable. Treasury Management and Policy The centralised Group Treasury function is responsible for managing the key financial risks of the Group encompassing funding and liquidity risk, interest rate risk, counterparty risk and currency risk. Group Treasury operates under Board approved objectives and policies, which expressly forbid speculative transactions. The treasury function is subject to regular internal audit. Funding and Liquidity Risk Group policy is to ensure that the funding requirements forecast by the Group can be met within available committed facilities. The Group's principal committed facilities at 31 December 2001 are a £200.0m standby revolving credit facility, maturing in March 2003 and a US private placement for US$72.0m maturing on 31 May 2002. Negotiations are well underway regarding the refinancing of the Group facilities later this year. Loan notes totalling £26.8m were issued during the year. Notes for £13.9m were issued on 31 August following the acquisition of 100.0% of the share capital of Bates Group. A further £12.9m of notes were issued on 11 December following the acquisition of the remaining 51.0% interest in Eurofleet. The £39.1m of notes outstanding at the year end also include notes issued in 2000 for the initial 49.0% interest in Eurofleet. Notes mature during 2002 through to November 2005. Reflecting the Group's lower forecast borrowing requirements, the standby revolving credit facility was reduced from £250.0m to £200.0m during the year. In addition, a £30.0m term loan facility was reduced to £15.0m in September and was subsequently fully repaid during December 2001. In addition to the committed facilities the Group has significant uncommitted borrowing lines made available by relationship banks. These facilities are used for liquidity management purposes. The Group's cash and debt balances at the year end are set out below: £m Debt Cash Net Euro (6.2) 27.9 21.7 Hong Kong Dollar - 17.4 17.4 Singapore Dollar (0.7) 41.2 40.5 Australian Dollar - 5.2 5.2 Other (2.8) 18.4 15.6 Total (other than Sterling) (9.7) 110.1 100.4 Sterling (52.3) 12.9 (39.4) Swapped US loan notes (43.5) - (43.5) Total Sterling (95.8) 12.9 (82.9) Total (105.5) 123.0 17.5 The Group's only significant borrowings are in sterling, as noted above. Cash is held locally in Hong Kong for working capital purposes, whilst deposits are held in Singapore, in part, to support the significant requirement to purchase Certificates of Entitlement needed for new car sales. Interest Rate Risk The objective of the Group's interest rate policy is the minimisation of net interest expense and the protection of the Group from material adverse movements in interest rates. To achieve these objectives our policy is to adjust the balance of fixed and floating rate debt in the light of expectations for future interest rate movements. At the year end the Group's principal borrowings were at floating rates reflecting both the cash surplus and the expected continuance of a benign interest rate environment. The Board has approved the use of interest rate swaps, forward rate agreements and options for interest rate hedging activities. The Group continues to pay a floating sterling interest rate on the $72.0m US private placement swapped in 1998. Counterparty Risk Cash deposits and other financial instruments result in credit risk on the amount due from counterparties. Limits are in place, which reduce credit risk by stipulating the aggregate amount and duration of exposure to any one counterparty dependent upon the applicable credit rating. Credit ratings and the appropriate limits are reviewed regularly. Currency Risk The Group faces currency risk on its net assets and earnings, a significant proportion of which are in currencies other than sterling. On translation into sterling, currency movements can effect the Group balance sheet and profit and loss account. Group policy is to minimise balance sheet translation exposures, where fiscally efficient, by financing working capital requirements in local currency and maximising the permanent remittance of overseas earnings into sterling. Had the average sterling rates in 2000 continued into 2001, the Group's operating profit for the continuing businesses would have been £2.2m lower. Headline profit before tax would also have been £2.2m lower. This effect arose primarily as a result of the strengthening of the Hong Kong dollar partially offset by the weakening of the Australian dollar. Principal exchange rates are listed in Note 7. The percentages of net assets by currency at 31 December 2001 for the Group are set out below: Net assets by currency % Sterling 16.8 Euro 25.0 Hong Kong Dollar 28.4 Singapore Dollar 20.3 Other 9.5 Total 100.0 The Group has transactional currency exposures where sales or purchases by an operating unit are in currencies other than in that unit's reporting currency. In many of our businesses, to remove this exposure, local currency billing arrangements have been put in place with the principals. For those businesses that continue to be billed in foreign currency, Group policy is that committed transaction exposures are hedged into the business's reporting currency. Where possible foreign exchange exposures will be matched internally before hedging externally. Hedging instruments are approved by the Board and are restricted to forward foreign exchange contracts, currency options and foreign exchange currency swaps. Foreign exchange currency swaps are also used to hedge transaction exposures arising on cross border Group loans. Post Balance Sheet Events On 7 February 2002 the Group announced a pre-conditional voluntary cash offer at S$2.30 per share, to acquire the minority holding in Inchcape Motors Limited (IML), our quoted Singaporean subsidiary. The pre-condition was that IML's Independent Directors recommend by 28 February 2002 that IML's shareholders should accept the offer. This pre-condition has been satisfied and on 28 February 2002 the Group announced that the voluntary conditional cash offer will be made. This valued the c. 36.7% minority share at c. £53.2m. This information is provided by RNS The company news service from the London Stock Exchange GXGDXBDGGGDD

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