Final Results

RNS Number : 7832A

MS International PLC

10 June 2016

 

MS INTERNATIONAL plc

Results for the 52 weeks ended 30th April, 2016

Chairman's Statement

Results and Review

It is pleasing to report that the Group has continued to build on the good progress attained in the first half of the year, notwithstanding recessionary conditions in the global industrial manufacturing and heavy engineering sector which progressively deepened as the year unfolded.

For the year ended 30th April 2016, profit before taxation increased to £1.68m (2015 - £1.54m) on revenue up at £49.28m (2015 - £45.50m). Earnings per share amounted to 9.6p (2015 - 8.20p).

The balance sheet remains very strong, even after considerable investment, with net cash and short term deposits amounting to £12.76m (2015 - £17.15m) at the year end.

'Defence', as we anticipated, continued its recovery with a satisfying upward trajectory in revenue. This was most encouraging following the previous two years when we endured widespread constraints upon international defence budgets that resulted in a disappointingly subdued order intake and ensuing weaker revenues. Meanwhile our investment in products, facilities and personnel development has continued unabated and there are positive signs that we are beginning to reap the rewards of this important commitment.

'Forgings' manufactures on three continents producing a complete size-range of original equipment fork-arms for the forklift truck, construction, agricultural and quarrying equipment manufacturing industries together with after-market products. It experienced a most challenging time as many markets it serves were adversely impacted by the sheer scale of deepening recessionary conditions. As a consequence, the division's three business operations in the UK, USA and Brazil, had to contend with reduced weekly orders and revenue. Nevertheless, relentless tight control of costs and further investment in production efficiency drivers went some way towards countering the negative effects of the slowdown.

'Petrol Station Superstructures' traditional business of design, manufacture and construction of petrol station canopies, convenience stores and car-wash buildings across the UK, Eire and Eastern Europe also experienced a notable downturn in activity as many customers - the major oil companies, dealers and supermarket groups - deferred planned new build programmes. By contrast, Petrol Sign bv, acquired in June 2015, produced an exemplary performance emanating from an incredibly busy year restyling petrol station branding in mainland Western Europe. This success partially offset the effects of the slowdown on other parts of the division.

Outlook

Notwithstanding current negativity in some markets and the fact that growth is continuing to slow virtually everywhere, we have the desire, commitment and resources to maintain a positive stance and, most significantly, we have the ability to invest in the future with new products and facilities whilst reaching out to the opportunities that we perceive are accessible in areas that are new to us. In the meantime our priority is to go forward on all fronts and successfully contend with the existent tough market conditions.

'Defence' - despite the many global security fears, persisting or emerging, there is yet to be any meaningful evidence of the anticipated upturn in defence budgets by governments around the world.  As is the case for many global suppliers of defence equipment and services, the fragility of this anticipated upturn remains a salient feature in our future business planning and expectations. Yet, during this prolonged period of market weakness, our response has been to continue investing in the business and that policy will be maintained, for there is little doubt that much is being achieved and we strongly believe that we are doing the right thing in order to grow the division. Our defence business already enjoys a world class reputation for both products and support services and in order to sustain and advance that status, the structure of the operation is being strengthened, new items are being added to the product portfolio and marketing has been intensified in both home and international markets.

'Forgings' - many of our global customers in the manufacture of mobile handling plant and equipment have already chronicled the negative effects of the economic downturn on their businesses.  Clearly it may take some time for there to be any sign of a real recovery in these markets. Accordingly, our attention is focused on maintaining tight cost control and seeking any operational efficiencies to ensure that we maintain our highly creditable and enviable reputation as a strong, reliable and cost effective supplier. In the United States we are in the construction phase of a new manufacturing facility to replace the much smaller property nearby. In preparation for the relocation, additional state of the art plant and equipment is currently being assembled for installation in the new facility later this year.

'Petrol Station Superstructures'- the division is seeing a good number of the new station builds that customers postponed last year now being resurrected for construction in the current year. With the summer construction period approaching full swing, there has been a significant upturn in order intake over recent weeks from our traditional markets in the UK, Eire and Eastern Europe. Following the integration of Petrol Sign into the Group, two new 'Petrol Sign' branding business operations have been established one here in the UK and the other in Germany. In addition, a forecourt superstructures operation has been opened in The Netherlands to strengthen the company's market position in mainland Western Europe. We are greatly encouraged by the positive response of the petrol station forecourt market to our business expansion programmes.

Overall, the Group now has some very positive initiatives in place and, despite the current difficult worldwide trading environment, much is being achieved and some very interesting opportunities are opening up.

All matters considered the Board recommends the payment of a maintained final dividend of 6.5p per share (2015 - 6.5p), making the total for the year of 8p (2015 - 8p). The final dividend is expected to be paid on 21st July 2016 to those shareholders on the register at the close of business on 24th June 2016

Michael Bell

9th June 2016

For any further information please contact:
MS INTERNATIONAL plc  Michael Bell	Tel: [phone]
Shore Capital Nomad and Broker               Bidhi Bhoma/Patrick Castle	Tel: [phone]

Consolidated income statement
For the 52 weeks ended 30th April, 2016
						2016		2015
						Total		Total
						£000		£000
Revenue						49,282		45,503
Cost of sales						(36,413)		(34,763)
Gross profit						12,869		10,740
Distribution costs						(3,104)		(2,357)
Administrative expenses						(7,909)		(6,643)
						(11,013)		(9,000)
Group operating profit						1,856		1,740
Finance revenue						47		70
Finance costs						(5)		(32)
Other finance costs - pensions						(216)		(237)
						(174)		(199)
Profit before taxation						1,682		1,541
Taxation						(98)		(188)
Profit for the period attributable to equity holders of the parent						1,584		1,353
Earnings per share:  basic and diluted						9.6p		8.2p
Consolidated and company statement of comprehensive income
For the 52 weeks ended 30th April, 2016
		Group				Company
		2016		2015		2016		2015
		Total		Total		Total		Total
		£000		£000		£000		£000
Profit for the period attributable to equity holders of the parent		1,584		1,353		1,755		955
Exchange differences on retranslation of foreign operations		228		(106)		-		-
Net other comprehensive profit/(loss) to be reclassified to profit or loss in subsequent periods		228		(106)		-		-
Remeasurement losses on defined benefit pension scheme		(826)		(964)		(826)		(964)
Deferred taxation on remeasurement losses on defined benefit scheme		165		193		165		193
Change in taxation rates		(153)		-		(153)		-
Net other comprehensive loss not being reclassified to profit or loss in subsequent periods		(814)		(771)		(814)		(771)
Total comprehensive income for the period attributable to equity holders of the parent		998		476		941		184

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 3rd May, 2014			1,840		901		2,815		4,146		1,629		(183)		(3,059)		21,054		29,143
Profit for the period			-		-		-		-		-		-		-		1,353		1,353
Other comprehensive loss			-		-		-		-		-		(106)		-		(771)		(877)
Total comprehensive (loss)/income			-		-		-		-		-		(106)		-		582		476
Dividends paid			-		-		-		-		-		-		-		(1,320)		(1,320)
At 2nd May, 2015			1,840		901		2,815		4,146		1,629		(289)		(3,059)		20,316		28,299
Profit for the period			-		-		-		-		-		-		-		1,584		1,584
Other comprehensive income/(loss)			-		-		-		-		-		228		-		(814)		(586)
Total comprehensive income			-		-		-		-		-		228		-		770		998
Dividends paid			-		-		-		-		-		-		-		(1,320)		(1,320)
Change in taxation rates			-		-		-		83		-		-		-		-		83
Depreciation of buildings revaluation			-		-		-		(7)		-		-		-		7		-
At 30th April, 2016			1,840		901		2,815		4,222		1,629		(61)		(3,059)		19,773		28,060
(b) Company
At 3rd May, 2014			1,840		901		1,565		4,240		1,629		-		(3,059)		18,690		25,806
Profit for the period			-		-		-		-		-				-		955		955
Other comprehensive loss			-		-		-		-		-		-		-		(771)		(771)
Total comprehensive income			-		-		-		-		-		-		-		184		184
Dividends paid			-		-		-		-		-		-		-		(1,320)		(1,320)
At 2nd May, 2015			1,840		901		1,565		4,240		1,629		-		(3,059)		17,554		24,670
Profit for the period			-		-		-		-		-		-		-		1,755		1,755
Other comprehensive loss			-		-		-		-		-		-		-		(814)		(814)
Total comprehensive income			-		-		-		-		-		-		-		941		941
Dividends paid			-		-		-		-		-		-		-		(1,320)		(1,320)
Dividend received from subsidiary			-		-		-		-		-		-		-		171		171
Change in taxation rates			-		-		-		83		-		-		-		-		83
Depreciation of buildings revaluation			-		-		-		(7)		-		-		-		7		-
At 30th April, 2016			1,840		901		1,565		4,316		1,629		-		(3,059)		17,353		24,545

Consolidated statements of financial position
At 30th April, 2016
				Group				Company
				2016		2015		2016		2015
				£'000		£'000		£'000		£'000
ASSETS
Non-current assets
Property, plant and equipment				15,955		14,563		12,869		12,608
Intangible assets				5,671		3,818		4		13
Investments in subsidiaries				-		-		14,170		11,741
Deferred income tax asset				1,376		1,376		1,376		1,376
				23,002		19,757		28,419		25,738
Current assets
Inventories				7,043		8,464		5,808		7,393
Trade and other receivables				8,996		9,454		9,655		9,252
Income tax receivable				118		40		-		-
Prepayments				784		590		682		495
Cash and short-term deposits				12,758		17,148		11,017		16,199
				29,699		35,696		27,162		33,339
TOTAL ASSETS				52,701		55,453		55,581		59,077
EQUITY AND LIABILITIES
Equity
Equity share capital				1,840		1,840		1,840		1,840
Capital redemption reserve				901		901		901		901
Other reserve				2,815		2,815		1,565		1,565
Revaluation reserve				4,222		4,146		4,316		4,240
Special reserve				1,629		1,629		1,629		1,629
Currency translation reserve				(61)		(289)		-		-
Treasury shares				(3,059)		(3,059)		(3,059)		(3,059)
Retained earnings				19,773		20,316		17,353		17,554
				28,060		28,299		24,545		24,670
Non-current liabilities
Defined benefit pension liability				7,644		6,877		7,644		6,877
Deferred income tax liability				1,590		1,283		987		984
				9,234		8,160		8,631		7,861
Current liabilities
Trade and other payables				15,253		18,994		22,270		26,454
Income tax payable				154		-		135		92
				15,407		18,994		22,405		26,546
TOTAL EQUITY AND LIABILITIES				52,701		55,453		55,581		59,077

Cash flow statements
For the 52 weeks ended 30th April, 2016				Group				Company
				2016		2015		2016		2015
				£000		£000		£000		£000
Profit before taxation				1,682		1,541		1,880		943
Adjustments to reconcile profit before taxation to net cash in flow from operating activities
Depreciation charge				1,060		1,117		861		931
Amortisation charge				609		317		9		8
Impairment in investment in subsidiary undertaking				-		-		28		88
Administration expenses-pension fund				320		316		320		316
Profit on sale of fixed assets				(98)		(78)		(91)		(75)
Finance costs				174		199		170		178
Foreign exchange gains				83		65		-		-
Decrease/(increase) in inventories				2,394		(302)		1,585		(143)
Decrease/(increase) in receivables				840		(1,194)		(403)		(976)
Increase in prepayments				(194)		(143)		(187)		(132)
Decrease in payables				(1,981)		(389)		(1,705)		(38)
(Decrease)/increase in progress payments				(2,479)		4,158		(2,479)		4,198
Pension fund payments				(595)		(529)		(595)		(529)
Cash generated from operating activities				1,815		5,078		(607)		4,769
Interest received				42		38		46		59
Taxation (paid)/received				(134)		(288)		16		(41)
Net cash inflow/(outflow) from operating activities				1,723		4,828		(545)		4,787
Investing activities
Acquisition of Petrol Sign bv				(2,612)		-		(2,438)		-
Investment in Petrol Sign GmbH				-		-		(19)		-
Purchase of property, plant and equipment				(2,330)		(833)		(1,172)		(693)
Sale of property, plant and equipment				149		187		141		184
Net cash outflow from investing activities				(4,793)		(646)		(3,488)		(509)
Financing activities
Dividends paid				(1,320)		(1,320)		(1,320)		(1,320)
Dividend received from subsidiary				-		-		171		-
Net cash outflow from financing activities				(1,320)		(1,320)		(1,149)		(1,320)
(Decrease)/Increase in cash and cash equivalents				(4,390)		2,862		(5,182)		2,958
Opening cash and cash equivalents				17,148		14,286		16,199		13,241
Closing cash and cash equivalents				12,758		17,148		11,017		16,199

The financial information set out above does not constitute the Company's statutory accounts for the periods ended 30th April, 2016 or 2nd May, 2015 but is derived from those accounts.  Statutory accounts for 2015 have been delivered to the Registrar of Companies, and those for 2016 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		Segment information
		The following table presents revenue and profit and certain assets and liability information regarding the Group's divisions for the periods ended 30th April, 2016 and 2nd May, 2015.  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, manufacture, construction, branding, maintenance and restyling 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
										2016							2015			2016									2015				2016			2015								2016			2015
										£000							£000			£000									£000				£000			£000								£000			£000
		Revenue
		External								21,907							17,010			11,922									15,120				15,453			13,373								49,282			45,503
		Total revenue								21,907							17,010			11,922									15,120				15,453			13,373								49,282			45,503
		Segment result								1,787							(247)			(343)									1,250				412			737								1,856			1,740
		Net finance costs																																										(174)			(199)
		Profit before taxation																																										1,682			1,541
		Taxation																																										(98)			(188)
		Profit for the period																																										1,584			1,353
		Segmental assets								24,607							28,460			5,250									6,299				12,132			5,209								41,989			39,968
		Unallocated assets (see below)																																										10,712			15,485
		Total assets																																										52,701			55,453
		Segmental liabilities								10,411							14,407			1,378									1,609				3,454			2,045								15,243			18,061
		Unallocated liabilities (see below)																																										9,398			9,093
		Total liabilities																																										24,641			27,154
		Capital expenditure								214							82			1,443									526				550			168
		Depreciation								233							217			362									424				911			276
		Unallocated assets includes certain fixed assets, intangible assets, current assets and deferred tax assets. Unallocated liabilities includes  the defined pension benefit scheme liability and certain current liabilities.
		Following the acquisition of Petrol Sign bv, management have revised the allocation of certain costs which has led to a restatement of the prior year segment result for the three divisions. The total segment result of the Group for the prior year remains unchanged.
		Geographical analysis
		The following table presents revenue and expenditure and certain assets and liabilities information by geographical segment for the periods ended 30th April, 2016 and 2nd May, 2015.  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

							2016				2015				2016			2015			2016		2015		2016		2015
							£000				£000				£000			£000			£000		£000		£000		£000
	Revenue
	External						39,238				36,255				3,935			4,810			6,109		4,438		49,282		45,503
	Non-current assets						21,683				19,457				1,246			192			73		108		23,002		19,757
	Current assets						27,544				34,063				1,483			1,432			672		201		29,699		35,696
	Liabilities						22,675				26,876				1,531			259			435		19		24,641		27,154
	Capital expenditure						1,261				698				1,069			135			-		-		2,330		833
	Information about major customers																								2016		2015
	Revenue from major customers arising from sales reported in the Defence segment:																								£000		£000
	Customer 1																								10,042		-
	Customer 1																								-		10,715
2	Employee Information																								2016		2015
																									Number		Number
	The average number of employees, including executive directors, during the period was:
	Production																								237		210
	Technical																								68		65
	Distribution																								31		27
	Administration																								59		54
																									395		356
(a)	Staff costs																								2016		2015
	Their, including executive directors, employment costs were as follows:																								£000		£000
	Wages and salaries																								11,558		11,967
	Social Security costs																								1,227		1,313
	Other pension costs																								412		506
																									13,197		13,786
																									2016		2015
(b)	Directors' emoluments																								£000		£000
	Aggregate directors' emoluments																								1,130		1,141

3	Taxation
	The charge for taxation comprises:		2016		2015
			£000		£000
	Current tax
	United Kingdom corporation tax		83		19
	Tax over provided in previous years		(82)		(5)
	Foreign corporation tax		150		286
	Group current tax		151		300
	Deferred tax
	Origination and reversal of temporary differences		(54)		(50)
	Adjustments in respect of prior years		37		(62)
	Impact of reduction in deferred tax rate to 18%		(36)		-
	Group deferred tax		(53)		(112)
	Tax on profit		98		188
	Tax relating to items charged or credited to other comprehensive income
	Deferred tax
	Deferred tax on remeasurement losses on pension scheme current year		(165)		(193)
	Impact of reduction in deferred tax rate to 18%		153		-
	Income tax in the statement of comprehensive income		(12)		(193)
(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 UK (20%) (2015 - 21%).  The differences are explained below:
			2016		2015
			£000		£000
	Profit before tax		1,682		1,541
	Profit multiplied by standard rate of corporation tax of 20% (2015 - 21%)		336		324
	Expenses not deductible for tax purposes		(157)		(69)
	Adjustment in respect of prior periods		(45)		(67)
	Impact of reduction in deferred tax rate to 18%		(36)		-
	Total tax charge for the period		98		188
4	Earnings per share
	The calculation of basic earnings per share is based on:
	(a)   Profit for the period attributable to equity holders of the parent of £1,584,000 (2015 - £1,353,000).
	(b)   16,504,691 (2015 - 16,504,691) Ordinary shares, being the weighted average number of Ordinary shares in issue.
	This represents 18,396,073 (2015 - 18,396,073) being the weighted average number of Ordinary shares in issue less 1,891,382 (2015 - less 1,891,392) being the weighted average number of shares both held within the ESOT 245,048 (2015 - 245,048) and purchased by the Company 1,646,334 (2015 - 1,646,334).
5	Dividends paid and proposed		2016		2015
			£000		£000
	Declared and paid during the year
	On Ordinary shares
	Final dividend for 2015 : 6.50p  (2014 - 6.50p)		1,073		1,073
	Interim dividend for 2016 : 1.50p (2015 - 1.50p)		247		247
			1,320		1,320
	Proposed for approval by shareholders at the AGM
	Final dividend for 2016 : 6.50p (2015 - 6.50p)		1,073		1,073

6	Trade and other receivables
							Group				Company
							2016		2015		2016		2015
							£000		£000		£000		£000
	Trade receivables						7,744		7,772		6,578		6,646
	Retentions on contracts						1,188		1,681		1,188		1,681
	Amounts owed by subsidiary undertakings						-		-		1,874		924
	Other receivables						64		1		15		1
							8,996		9,454		9,655		9,252
	Gross amounts due from customers for contract work - included above						1,861		2,172		1,666		1,905
	The aggregate amount of costs incurred and recognised profits to date on contracts is £10,775,000 (2015 - £13,280,000).
	(a)   Trade receivables are denominated in the following currencies
							Group				Company
							2016		2015		2016		2015
							£000		£000		£000		£000
	Sterling						6,019		6,545		6,019		6,545
	Euro						983		236		559		101
	US dollar						361		643		-		-
	Other currencies						381		348		-		-
							7,744		7,772		6,578		6,646

	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
	2016		7,744				6,026				1,424									269									9												16
	2015		7,772				6,328				1,224									98									105												17
	As at 30th April, 2016 trade receivables at a nominal value of £102,000 (2015 - £52,000) were impaired and fully provided. Bad debts of £51,000 (2015 - £151,000) were recovered and bad debts of £24,000 (2015 - £42,000) were incurred.
	Company
	2016		6,578					5,182		1,158											238									-											-
	2015		6,646					5,604		905											57									80											-
	As at 30th April, 2016 trade receivables at a nominal value of £39,000 (2015 - £39,000) were impaired and fully provided. Bad debts of £8,000 (2015 - £143,000) were recovered and bad debts of £23,000 (2015 - £15,000) were incurred.
	(b) Retentions on contracts are denominated in the following currencies
														Group																			Company
														2016								2015											2016					2015
														£000								£000											£000					£000
	Sterling													1,188								1,681											1,188					1,681
	Euro													-								-											-					-
	US dollar													-								-											-					-
	Other currencies													-								-											-					-
														1,188								1,681											1,188					1,681
	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
	2016								1,188				1,188										-								-								-
	2015								1,681				1,681										-								-								-
	Company
	2016								1,188				1,188										-								-								-
	2015								1,681				1,681										-								-								-
7	Cash												Group																		Company
													2016										2015								2016								2015
													£000										£000								£000								£000
	Cash at bank and in hand												7,420										9,884								5,715								8,935
	Short term deposits												5,338										7,264								5,302								7,264
													12,758										17,148								11,017								16,199
8	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 (20% to 18%).
	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
																															2016								2015
																															£000								£000
	Employee Share Ownership Trust																														100								100
	Shares in treasury (see below)																														2,959								2,959
																															3,059								3,059
	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 (2015 - 245,048) Ordinary shares, which represents 1.3% (2015 - 1.3%) of the issued share capital of the Company at an aggregate cost of £100,006.  The market value of the shares at 30th April, 2016 was £448,000 (2015 - £346,000).  The Company has made payments of £Nil (2015 - £Nil) into the ESOT bank accounts during the period.  No options over shares (2015 - 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 £7,000 (2015 - £4,000).  During the period no options on shares were exercised (2015 - Nil) and no shares were purchased (2015 - 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.																																						1,722
	30th January, 2014  646,334 shares																																						1,237
																																							2,959

9	Petrol Sign bv
	On the 17th June, 2015 the Company acquired the entire issued share capital of Petrol Sign bv,  a Company based in The Netherlands from Lambooij Holdings B.V. The consideration for the acquisition was €3,400,000 and was paid in cash on completion.
	Petrol Sign bv designs, restyles, produces and installs the complete appearance of petrol station superstructures and forecourt. The acquisition will enhance and widen the ability of our Petrol Station Superstructure Division to offer a more complete package of services to customers.
	The fair values of the identifiable assets and liabilities of Petrol Sign bv as at the date of acquisition were:
																	£000
	Fair value recognised on acquisition
	Customer relationships																1,332
	Order backlog																178
	Non-compete																43
	Trade name																147
	Plant and equipment																171
	Inventories																973
	Receivables																382
	Payables																(719)
	Bank Overdraft																(174)
	Income tax																(58)
	Deferred tax																(425)
	Total identifiable net assets at fair value																1,850
	Goodwill arising on acquisition																588
	Total purchase consideration transferred																2,438
	Analysis of net cash acquired
	Cash purchase consideration																(2,438)
	Cash and short term deposits acquired																(174)
	Net cash acquired with subsidiary																(2,612)
	The goodwill of £588,000 comprises certain intangible assets that cannot be individually separated from the acquiree due to their nature. These items include the expected value of synergies and an assembled workforce. Goodwill is allocated entirely to the petrol station superstructures unit. None of the goodwill is expected to be deductible for income tax purposes.
	Transaction costs of £104,000 have been expensed and included in administration costs.
	From the date of acquisition Petrol Sign bv has contributed £4,726,000 of revenue and a profit of £405,000 to the profit before tax from continuing operations of the Group. If  the combination had taken place at the beginning of the year the consolidated profit of the Group would have been £1,692,000 and the revenue of the Group would have been £49,309,000

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 9th June, 2016 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 available on our website at www.msiplc.com and will be delivered to the Registrar of Companies after it has been laid before the Company in general meeting.

 

END

 

 

FR SSWFLUFMSEDM