Final Results

RNS Number : 7667I

MS International PLC

04 June 2014

 



MS INTERNATIONAL plc

Results for 53 weeks ended 3^rd May 2014

Chairman's Statement

Results and review

As highlighted in our 'Proposed move to AIM' document, dated 1^st October 2013, the Company expected revenue for the year to be less and profit before tax to be appreciably less than reported for the comparable period because of the ongoing downturn in the global defence sector.

Nevertheless, the Group has traded better than our conservative projections at that time. Profit before tax was £2.93m (2013-£4.56m) for the 12 months to 3rd May 2014 on revenue of £47.13m (2013-£54.50m). Earnings per share were 14.6p (2013-22.5p).

Net cash and short term deposits at the year-end increased once again to a record high of £14.29m (2013-£13.45m) and this was after spending £2.96m on the purchase of 1,646,334 of the Company's shares into treasury at an average price of 180p as reported earlier in the year.

I am pleased to report a substantial increase in the Group order book which climbed to £46m (2013-£28m) at year-end although that relating to 'Defence' is phased for delivery through to 2020. By comparison both the 'Forgings' and 'Petrol Station Superstructures' divisions operate on short lead time order books of a few weeks. Group orders received during the year amounted to £65m (2013-£53m).

'Defence' which is the largest of the Group's three divisions, continued to be adversely impacted by the extremely tough times experienced by many suppliers to the global defence markets and saw a 30% fall in revenue. Unfortunately, that is the reality of the current market and having already substantially reduced costs in the previous period, we directed our focus last year on three key objectives. First, we ensured that we maintained our capabilities to meet and service current market requirements. Second, we intensified the investments that we are making in important product development programmes and third, we made sure that we are positioned to respond efficiently and effectively to any upturn in activity.

'Forgings' profits improved on last year, reflecting ongoing benefits from the sustained investment in plant, equipment and innovative technology in production processes initiated when its markets were less buoyant. This growth in profitability was achieved despite activity levels in some of the international markets remaining relatively constant.

'Petrol Station Superstructures' two businesses, operating from facilities in the UK and Poland, combined to increase both revenue and profitability having completed contracts in fourteen countries during the period, a record number and a truly outstanding performance.

Board

We are pleased to announce that David Hansell has been appointed to the Board on 3rd June 2014 as a Non-executive Director having retired from his position as Managing Director of MSI-Defence Systems.

He has some 50 years of experience in the division having started his apprenticeship in 1962 and, at some time or other, served in the majority of positions within the business. We are very pleased to retain his experience within the Group.

We have appointed a new Managing Director of MSI-Defence Systems who has joined us from a senior position in the defence equipment industry. 

Outlook  

Whilst the markets of our largest division, 'Defence', are contending with greatly reduced expenditure budgets it would be unrealistic to anticipate the current year being easier than last year. Conversely, both 'Forgings' and 'Petrol Station Superstructures' divisions hold improving strategic positions in their respective markets and should continue to prosper. 

'Defence' would certainly benefit from a boost to the short to medium term order-book. We are hopeful that the weapon procurement phase for the current, substantial UK Royal Navy shipbuilding programme may not be too far away. Internationally, we are well placed in our marketing and positioned to bid effectively for any other new business that may arise, despite the uncertain market.  Also, on a further positive note, we are receiving encouraging expressions of interest in a number of our new product developments which are coming to fruition.  These will broaden our current product offering and are designed to meet identified requirements in selective markets around the world.

'Forgings' businesses are seeing what may be regarded as some early signs of a welcome, if delicate, upturn in activity and demand in certain global markets.  Each production unit in the UK, the United States and Brazil is well equipped and capable of meeting any such sustainable growth. In the meantime we remain particularly sensitive to the effects of continuing exchange rate fluctuations in Brazil, which have led to a negative financial translation effect on our reported figures. 

'Petrol Station Superstructures' has a rising international reputation as a high quality forecourt contractor, gaining market share at a time when many existing and new station developments are expanding their traditional refuelling services by opening sophisticated  retail buildings on the forecourt. Such market developments, when added to the more conventional forecourt structures, should create further opportunities for the business in the future.

As stated above, it would be unrealistic to predict any early change for the better in market conditions for 'Defence'. Fortunately, the long term order book provides a good base load of business for future years and we are seeing encouraging signs from the market for our new product development activities. Our other two divisions should continue to prosper and added to that the Group net cash position is at a record level.  Therefore, the Board believes it appropriate to recommend the payment of a maintained final dividend of 6.5p per share (2013-6.5p) making the total for the year of 8.0p per share (2013-8.0p). The final dividend is expected to be paid on 18^th July 2014 to those shareholders on the register at the close of business on 27^th June 2014.

Michael Bell

3^rd June, 2014

For further information please contact

MS INTERNATIONAL plc

Michael Bell                                                     Tel: [phone]

Shore Capital                                                 Tel: [phone]

Nomad and Broker

Bidhi Bhoma/Patrick Castle

Consolidated income statement
For the 53 weeks ended 3rd May, 2014
					2014		2013
					Total		Total
			Notes		£000		£000
							restated*
Revenue			2		47,130		54,494
Cost of sales					(34,266)		(39,310)
Gross profit					12,864		15,184
Distribution costs					(2,707)		(2,547)
Administrative expenses					(6,954)		(7,857)
					(9,661)		(10,404)
Group operating profit			2		3,203		4,780
Finance revenue					48		83
Finance costs					(69)		(112)
Other finance costs - pensions					(254)		(188)
					(275)		(217)
Profit before taxation					2,928		4,563
Taxation			4		(354)		(480)
Profit for the period attributable to equity holders of the parent					2,574		4,083
Earnings per share:  basic and diluted			5		14.6p		22.5p

* The consolidated financial statements as at 3rd, May, 2014, have been restated to reflect amendments to IAS 19, employee benefits, as detailed in note 1.

Group and company statement of comprehensive income
For the 53 weeks ended 3rd May, 2014
		Group						Company
		2014				2013		2014				2013
		Total				Total		Total				Total
		£000				£000		£000				£000
						restated*						restated*
Profit for the period attributable to equity holders of the parent		2,574				4,083		1,605				3,550
Exchange differences on retranslation of foreign operations		(244)				71		-				-
Net other comprehensive (loss)/profit to be reclassified to profit or loss in subsequent periods		(244)				71		-				-
Remeasurement gains/(losses) on defined benefit pension scheme		952				(2,640)		952				(2,640)
Deferred taxation on actuarial gains/losses on defined benefit scheme		(396)				566		(396)				566
Revaluation surplus on land and buildings		1,939				-		2,056				-
Deferred taxation on revaluation surplus on land and buildings		(446)				-		(473)				-
Net other comprehensive profit/(loss) not being reclassified to profit or loss in subsequent periods		2,049				(2,074)		2,139				(2,074)
Total comprehensive income for the period attributable to equity holders of the parent		4,379				2,080		3,744				1,476

* The consolidated financial statements as at 3rd, May, 2014, have been restated to reflect amendments to IAS 19, employee benefits, as detailed in note 1.

Consolidated and company statement of changes in equity
			Issued capital		Capital redemption reserve		Other reserves		Revaluation reserve		Special reserve		Foreign exchange reserve		Treasury shares		Retained earnings		Total
			£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000
(a) Group
At 28th April, 2012			1,840		901		2,815		2,511		1,629		(10)		(100)		18,819		28,405
Profit for the period			-		-		-		-		-		-		-		4,083		4,083
Other comprehensive loss			-		-		-		-		-		71		-		(2,074)		(2,003)
Total comprehensive income			-		-		-		-		-		71		-		2,009		2,080
Dividends paid (note 6)			-		-		-		-		-		-		-		(1,452)		(1,452)
Change in taxation rates			-		-		-		21		-		-		-		-		21
At 27th April, 2013 (restated *)			1,840		901		2,815		2,532		1,629		61		(100)		19,376		29,054
Profit for the period			-		-		-		-		-		-		-		2,574		2,574
Other comprehensive profit/(loss)			-		-		-		1,493		-		(244)		-		556		1,805
Total comprehensive income			-		-		-		1,493		-		(244)		-		3,130		4,379
Dividends paid (note 6)			-		-		-		-		-		-		-		(1,452)		(1,452)
Purchase of own shares (note 9)			-		-		-		-		-		-		(2,959)		-		(2,959)
Change in taxation rates			-		-		-		121		-		-		-		-		121
At 3rd May, 2014			1,840		901		2,815		4,146		1,629		(183)		(3,059)		21,054		29,143
(b) Company
At 28th April, 2012			1,840		901		1,565		2,511		1,629		-		(100)		17,646		25,992
Profit for the period			-		-		-		-		-				-		3,550		3,550
Other comprehensive loss			-		-		-		-		-		-		-		(2,074)		(2,074)
Total comprehensive income			-		-		-		-		-		-		-		1,476		1,476
Dividends paid (note 6)			-		-		-		-		-		-		-		(1,452)		(1,452)
Change in taxation rates			-		-		-		21		-		-		-		-		21
At 27th April, 2013			1,840		901		1,565		2,532		1,629		-		(100)		17,670		26,037
Profit for the period			-		-		-		-		-		-		-		1,605		1,605
Other comprehensive loss			-		-		-		1,583		-		-		-		556		2,139
Total comprehensive income			-		-		-		1,583		-		-		-		2,161		3,744
Dividends paid (note 6)			-		-		-		-		-		-		-		(1,452)		(1,452)
Dividend received from subsidiary			-		-		-		-		-		-		-		311		311
Purchase of own shares (note 9)			-		-		-		-		-		-		(2,959)		-		(2,959)
Change in taxation rates			-		-		-		125		-		-		-		-		125
At 3rd May, 2014			1,840		901		1,565		4,240		1,629		-		(3,059)		18,690		25,806

* The consolidated financial statements as at 3rd, May, 2014, have been restated to reflect amendments to IAS 19, employee benefits, as detailed in note 1.

	Consolidated statements of financial position
	At 3rd May, 2014
								Group													Company
								2014								2013					2014							2013
			Notes					£'000								£'000					£'000							£'000
	ASSETS
	Non-current assets
	Property, plant and equipment							15,127								13,755					12,955							11,133
	Intangible assets							4,135								4,451					21							30
	Investments in subsidiaries							-								-					11,829							11,869
	Deferred income tax asset							-								280					167							807
								19,262								18,486					24,972							23,839
	Current assets
	Inventories							8,162								6,536					7,250							5,656
	Trade and other receivables		7					8,260								13,065					8,276							13,838
	Income tax receivable							51								-
	Prepayments							447								520					363							419
	Cash and short-term deposits		8					14,286								13,447					13,241							12,515
								31,206								33,568					29,130							32,428
	TOTAL ASSETS							50,468								52,054					54,102							56,267
	EQUITY AND LIABILITIES
	Equity
	Equity share capital		9					1,840								1,840					1,840							1,840
	Capital redemption reserve		9					901								901					901							901
	Other reserve		9					2,815								2,815					1,565							1,565
	Revaluation reserve		9					4,146								2,532					4,240							2,532
	Special reserve		9					1,629								1,629					1,629							1,629
	Currency translation reserve		9					(183)								61					-							-
	Treasury shares		9					(3,059)								(100)					(3,059)							(100)
	Retained earnings		9					21,054								19,376					18,690							17,670
								29,143								29,054					25,806							26,037
	Non-current liabilities
	Defined benefit pension liability							5,889								6,766					5,889							6,766
	Deferred income tax liability							211								-					-							-
								6,100								6,766					5,889							6,766
	Current liabilities
	Trade and other payables							15,225								16,143					22,294							23,302
	Income tax payable							-								91					113							162
								15,225								16,234					22,407							23,464
	TOTAL EQUITY AND LIABILITIES							50,468								52,054					54,102							56,267
Cash flow statements
For the 53 weeks ended 3rd May, 2014											Group													Company
											2014							2013						2014						2013
						Notes					£000							£000						£000						£000
																		Restated												Restated
Profit before taxation											2,928							4,563						1,709						3,862
Adjustments to reconcile profit before taxation to net cash in flow from operating activities
Depreciation charge										1,227							1,372						1,028						1,180
Amortisation charge										316							347						9						39
Impairment in investment in subsidiary undertaking										-							-						40						-
Administration expenses-pension fund										350							300						350						300
Profit on sale of fixed assets										(124)							-						(130)
Finance costs										275							217						236						156
Foreign exchange(losses)/gains										(136)							9						-						-
(Increase)/decrease in inventories										(1,626)							1,288						(1,594)						1,070
Decrease/(increase) in receivables										4,805							(857)						5,562						(81)
Decrease in prepayments										73							84						56						108
(Decrease)/increase in payables										(2,550)							3,266						(2,877)						3,511
Increase/(decrease) in progress payments										1,632							(2,118)						1,869						(2,140)
Pension fund payments										(529)							(529)						(529)						(529)
Cash generated from operating activities										6,641							7,942						5,729						7,476
Interest (paid)/received										(21)							(29)						18						32
Taxation paid										(708)							(1,809)						(257)						(1,505)
Net cash inflow from operating activities										5,912							6,104						5,490						6,003
Investing activities
Purchase of property, plant and equipment										(940)							(1,252)						(842)						(620)
Sale of property, plant and equipment										342							10						178						1
Net cash outflow from investing activities										(662)							(1,242)						(664)						(619)
Financing activities
Dividends paid					6					(1,452)							(1,452)						(1,452)						(1,452)
Dividend received from subsidiary										-							-						311						-
Purchase of own shares										(2,959)							-						(2,959)						-
Investment in subsidiary										-							-						-						(418)
Net cash outflow from financing activities										(4,411)							(1,452)						(4,100)						(1,870)
Increase in cash and cash equivalents										839							3,410						726						3,514
Opening cash and cash equivalents										13,447							10,037						12,515						9,001
Closing cash and cash equivalents					8					14,286							13,447						13,241						12,515

The financial information set out above does not constitute the Company's statutory accounts for the periods ended 3rd May, 2014 or 27th April, 2013 but is derived from those accounts.  Statutory accounts for 2013 have been delivered to the Registrar of Companies, and those for 2014 will be delivered following the Company's Annual General Meeting.  The auditors have reported on those accounts; their reports were unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
(1)   IAS 19 "Employee Benefits" was amended in June 2011. The impact on the Group has been to replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability and to transfer the costs of administrating the pension scheme from a deduction from expected return on plan assets into other operating expenses.
For the year to 27th April, 2013, the restatement on implementation of IAS 19R has reduced operating profit by £300,000, increased net financing costs by £143,000 and increased other comprehensive income by £443,000.
For the year to 3rd May, 2014, the implementation of IAS 19R has reduced operating profit by £350,000, increased net financing costs by £238,000 and increased other comprehensive income by £588,000.
	(2)     Segment information
	The following table presents revenue and profit and certain assets and liability information regarding the Group's divisions for the periods ended 3rd May, 2014 and 27th April, 2013.  The reporting format is determined by the differences in manufacture and services provided by the Group.  The Defence division is engaged in the design, manufacture and service of defence equipment.  The Forgings division is engaged in the manufacture of forgings.  The Petrol Station Superstructures division is engaged in the design and construction of petrol station superstructures.
	Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which in certain respects, as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements. Group financing (including finance costs and finance revenue) and income taxes are managed on a group basis and are not allocated to operating segments.
				Defence				Forgings				Petrol Station					Total
												Superstructures
				2014		2013		2014		2013		2014			2013		2014		2013
				£000		£000		£000		£000		£000			£000		£000		£000
	Revenue																		Restated
	External			19,445		27,968		14,058		14,295		13,627			12,231		47,130		54,494
	Total revenue			19,445		27,968		14,058		14,295		13,627			12,231		47,130		54,494
	Segment result			926		2,934		591		359		1,686			1,487		3,203		4,780
	Net finance costs																(275)		(217)
	Profit before taxation																2,928		4,563
	Taxation																(354)		(480)
	Profit for the period																2,574		4,083
	Segmental assets			24,619		27,153		6,658		6,654		6,341			5,585		37,618		39,392
	Unallocated assets																12,850		12,662
	Total assets																50,468		52,054
	Segmental liabilities			10,234		10,459		2,763		2,681		3,778			4,158		16,775		17,298
	Unallocated liabilities																4,550		5,702
	Total liabilities																21,325		23,000
	Capital expenditure			134		107		450		463		121			665
	Depreciation			189		315		454		466		330			348
	Geographical analysis
	The following table presents revenue and expenditure and certain assets and liabilities information by geographical segment for the periods ended 3rd May, 2014 and 27th April, 2013.  The Group's geographical segments are based on the location of the Group's assets.  Revenue from external customers is based on the geographical location of its customers.
				Europe				North America				Rest of the World					Total
				2014		2013		2014		2013		2014			2013		2014		2013
				£000		£000		£000		£000		£000			£000		£000		£000
	Revenue
	External			32,803		37,703		4,487		6,339		9,840			10,452		47,130		54,494
	Non-current assets			19,026		18,090		61		105		175			291		19,262		18,486
	Current assets			29,682		31,595		1,191		1,020		856			953		31,729		33,568
	Liabilities			20,805		22,021		390		193		653			786		21,848		23,000
	Capital expenditure			904		1,206		-		6		36			40		940		1,252
	Information about major customers																2014		2013
	Revenue from major customers arising from sales reported in the Defence segment:																£000		£000
	Customer 1																10,796		-
	Customer 1																-		14,741

(3)	Employee Information		2014		2013
			Number		Number
	The average number of employees, including executive directors, during the period was:
	Production		199		223
	Technical		62		69
	Distribution		25		25
	Administration		51		56
			337		373
(a)	Staff costs		2014		2013
	Their, including executive directors, employment costs were as follows:		£000		£000
	Wages and salaries		11,162		12,396
	Social Security costs		1,302		1,467
	Other pension costs		408		721
			12,872		14,584
			2014		2013
(b)	Directors' emoluments		£000		£000
	Aggregate directors' emoluments		1,114		1,368

(4) (a)	Taxation
	The charge for taxation comprises:		2014		2013
			£000		£000
	Current tax
	United Kingdom corporation tax		236		618
	Tax over provided in previous years		(32)		(230)
	Foreign corporation tax		381		290
	Group current tax		585		678
	Deferred tax
	Origination and reversal of temporary differences		(72)		44
	Adjustments in respect of prior years		(67)		(207)
	Impact of reduction in deferred tax rate (23% to 20%)		(92)		(35)
	Group deferred tax		(231)		(198)
	Tax on profit		354		480
	Tax relating to items charged or credited to other comprehensive income
	Deferred tax
	Deferred tax on remeasurement gains/losses on pension scheme current year		219		(634)
	Impact of reduction in deferred tax rate (23% to 20%)		177		68
	Deferred taxation on revaluation surplus on land and buildings		446
	Income tax in the statement of comprehensive income		842		(566)
(b)	Factors affecting the tax charge for the year
	The tax assessed for the period differs to the standard rate of corporation tax in the U.K. (24%).  The differences are explained below:
			2014		2013
			£000		£000
	Profit before tax		2,928		4,563
	Profit multiplied by standard rate of corporation tax of 23% (2013 - 24%)		673		1,095
	Effects of:
	Expenses not deductible for tax purposes		(128)		(147)
	Adjustment in respect of prior periods		(99)		(433)
	Impact of reduction in deferred tax rate (23% to 20%)		(92)		(35)
	Total tax charge for the period		354		480

(5)	Earnings per share
	The calculation of basic and diluted earnings per share is based on:
	(a)   Profit for the period attributable to equity holders of the parent of £2,574,000 (2013 - £4,083,000);
	(b)   17,603,561 (2013 - 18,151,025) Ordinary shares, being the diluted weighted average number of Ordinary shares in issue.
	This represents 18,396,073 (2013 - 18,396,073) being the weighted average number of Ordinary shares in issue less 792,512 (2013 - less 245,048) being the weighted average number of shares both held within the ESOT 245,048 (2013-245,048) and purchased by the Company 547,464(2013-nil).

(6)	Dividends paid and proposed		2014		2013
			£000		£000
	Declared and paid during the year
	On Ordinary shares
	Final dividend for 2013 : 6.50p  (2012 - 6.50p)		1,180		1,180
	Interim dividend for 2013 : 1.50p (2012 - 1.50p)		272		272
			1,452		1,452
	Proposed for approval by shareholders at the AGM
	Final dividend for 2014 : 6.50p (2012 - 6.50p)		1,073		1,180

(7)	Trade and other receivables
											Group				Company
											2014		2013		2014		2013
											£000		£000		£000		£000
	Trade receivables										5,572		10,467		4,326		9,323
	Retentions on contracts										2,644		2,590		2,644		2,590
	Amounts owed by subsidiary undertakings										-		-		1,264		1,923
	Other receivables										44		8		42		2
											8,260		13,065		8,276		13,838
	Gross amounts due from customers for contract work - included above										821		2,977		200		2,671
	The aggregate amount of costs incurred and recognised profits to date on contracts is £17,407,000 (2013 - £12,774,000).
	(a)   Trade receivables are denominated in the following currencies
											Group				Company
											2014		2013		2014		2013
											£000		£000		£000		£000
	Sterling										4,105		8,691		4,105		8,691
	Euro										510		304		221		219
	US dollar										245		856		-		413
	Other currencies										712		616		-		-
											5,572		10,467		4,326		9,323
	Trade receivables are non-interest bearing and are generally on 30 days terms and are shown net of provision for impairment.  The aged analysis of trade receivables not impaired is as follows:
	Group			Total				Not past due			< 30 days		30-60 days		60-90 days		> 90 days
				£000				£000			£000		£000		£000		£000
	2014			5,572				3,686			1,058		159		49		620
	2013			10,467				8,597			937		253		490		190
	As at 3rd May, 2014 trade receivables at a nominal value of £184,000 (2013 - £328,000) were impaired and fully provided. Bad debts of £ 165,000 were recovered and bad debts of £21,000 (2013 - £11,000 ) were incurred.

	Company
	2014			4,326					2,666				922		96		28		614
	2013			9,323					7,831				647		189		481		175
	As at 3rd May, 2014 trade receivables at a nominal value of £168,000 (2013 - £328,000) were impaired and fully provided. Bad debts of £165,000 were recovered and bad debts of £5,000 (2013 - nil) were incurred.
	(b) Retentions on contracts are denominated in the following currencies
													Group				Company
													2014		2013		2014		2013
													£000		£000		£000		£000
	Sterling												2,644		1,222		2,644		1,222
	Euro												-		54		-		54
	US dollar												-		1,314		-		1,314
	Other currencies												-		-		-		-
													2,644		2,590		2,644		2,590
	Retentions on contracts are non interest bearing and represent amounts contractually retained  by customers on completion of contracts for specific time periods as follows:
	Group						Total						Up to 6 months		6 - 12 months		12 - 18  months		18 - 24 months
							£000						£000		£000		£000		£000
	2014						2,644						2,644		-		-		-
	2013						2,590						2,569		21		-		-
	Company
	2014						2,644						2,644		-		-		-
	2013						2,590						2,569		21		-		-
(8)	Cash												Group				Company
													2014		2013		2014		2013
													£000		£000		£000		£000
	Cash at bank and in hand												4,786		12,942		3,741		12,010
	Short term deposits												9,500		505		9,500		505
													14,286		13,447		13,241		12,515

(9)

Reserves

Share Capital

The balance classified as share capital includes the nominal value on issue of the Company's equity share capital, comprising 10p Ordinary shares.

Capital redemption reserve

The balance classified as capital redemption reserve represents the nominal value of issued share capital of the Company, repurchased.

	Other reserve
	This is the revaluation reserve previously arising under UK GAAP which is now part of non-distributable retained reserves.
	Revaluation reserve
	The asset revaluation reserve is used to record increases in the fair value of land and buildings and decreases to the extent that such decrease relates to an increase on the same assets previously recognised in equity.    This also includes the impact of the change in related deferred tax due to the change in corporation tax (23% to 20%).
	Special reserve
	The balance classified as special reserve represents the share premium on the issue of the Company's equity share capital.
	Currency translation reserve
	The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations.
	Treasury Shares
											2014		2013
											£000		£000
	Employee Share Ownership Trust										100		100
	Shares in treasury (see below)										2,959		-
											3,059		100
	During 1991 the Company established an Employee Share Ownership Trust ("ESOT").  The trustee of the ESOT is Appleby Trust (Jersey) Ltd, an independent company registered in Jersey.  The ESOT provides for the issue of options over Ordinary shares in the Company to Group employees, including executive directors, at the discretion of the Remuneration Committee.
	The trust has purchased an aggregate 245,048 (2013- 245,048) Ordinary shares, which represents 1.3% (2013 - 1.3%) of the issued share capital of the Company at an aggregate cost of £100,006.  The market value of the shares at 3rd May, 2014 was £508,000 (2013 - £512,048.  The Company has made payments of £Nil (2013 - £Nil) into the ESOT bank accounts during the period.  No options over shares (2013 - Nil) have been granted during the period.  Details of the outstanding share options, for Directors are included in the Directors' remuneration report.
	The assets, liabilities, income and costs of the ESOT have been incorporated into the Company's financial statements.  Total ESOT costs charged to the income statement in the period amounts to £4,000 (2013 - £5,000).  During the period no options on shares  were exercised (2013 - Nil) and no shares were purchased (2013 - Nil).
	The Company made the following purchases of its own 10p ordinary shares to be held in Treasury:
													£000
	11th December, 2013 1,000,000 shares from the Group's pension scheme. (note 28)												1,722
	30th January, 2014  646,334 shares												1,237
													2,959

The preliminary announcement is prepared on the same basis as set out in the previous year's accounts. The Directors confirm to the best of their knowledge that: (a) the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the group and the undertakings included in the consolidation taken as a whole; and (b) the Chairman's Statement includes a fair review of the development and performance of the business and the position of the group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. The preliminary announcement was approved by the Board on 3rd June, 2014 and the above responsibility statement was signed on its behalf by Michael Bell, Executive Chairman and Michael O'Connell, Group Finance Director.

Copies of this announcement are available from the Company's registered office at MS INTERNATIONAL plc, Balby Carr Bank, Doncaster, DN4 8DH, England.  The full Annual Report and Accounts will be posted to shareholders shortly and will be delivered to the Registrar of Companies after it has been laid before the Company in general meeting.

 

END

 

 

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