Final Results

Capitaltech PLC 20 August 2002 CapitalTech plc Final Results for the year ended 30 April 2002 CapitalTech plc CHAIRMAN'S STATEMENT Year to 30th April 2002 I am pleased to present our results for the year ended 30th April 2002, and to report that this has been a satisfactory year for the group. In the year the group made a profit, compared to a substantial loss in the previous year. We use the term 'Shareholder Value' to denote the aggregate of Net Asset Value and Negative Goodwill. Negative Goodwill is the excess of fair value of assets that we acquire (principally property) over the price we pay to acquire a property company (or the discount at which we buy a property). A property is brought into our balance sheet, when acquired, at valuation, but any excess value over the price paid (the discount) falls to be deducted from our balance sheet as Negative Goodwill until we sell that property. At the time of sale the Negative Goodwill is released to the profit and loss account, no matter at what price the property is sold. Any variation between the price and the carrying value is treated in the normal way, i.e. profit if we sell above carrying value, loss if we sell below; but the Negative Goodwill is always, at time of sale, transferred as a positive figure to the profit and loss account. In the year to 30th April 2002, Shareholder Value increased from £18,563,892 to £29,325,977, an increase of £10,762,085, or 58%. This represents Shareholder Value per share of 39.4p compared to 31.9p last year, an increase of 24% even although a substantial number of shares were issued in terms of a Rights Issue at 10p per share. Balance sheet I have for some time stated that our objective has been to achieve a solid asset base. Clearly, we have substantially achieved this with the increase in Shareholder Value referred to above. The value of properties held at the end of the year had increased to £74,931,201 (2001: £49,500,267). This increase reflects both an increase in the value of our properties and the acquisitions of Portfolio 220 and the Belgrave Portfolio to which I refer below. Net debt, being borrowings less cash, at £51,805,403, remained at 69% of property value, despite our having taken a high level of borrowing to acquire the Belgrave Portfolio. This percentage was reduced immediately after the year end on completion of the sale of the property in Belmont Street and Great Western Road, Glasgow, the price of £3,250,000 being transferred from debtors to reduce net debt to 65% of property value. Profit and loss account I report a pre-tax profit for the year to 30th April 2002 of £53,284 (2001: loss £4,577,094). Turnover - primarily rents - increased to £4,847,539 (2001: £4,216,106). Operating profit increased tenfold from £182,957 in the previous year to £1,890,441. This reflects that our current portfolio described below, is now operated efficiently, including cost control, and also reflects reductions in establishment costs. Interest payable of £2,878,495 (2001: £3,455,574) reflects efficient use of borrowings and lower interest rates. Current Portfolio At end of the previous year, 30th April 2001, our portfolio, which I will call our 'Original Portfolio', comprised 919 houses and flats throughout the United Kingdom, with 213 units in Scotland, 313 in the North of England and 393 in the remainder of England and Wales. Since then we have acquired 'Portfolio 220' - 220 cottage flats in the South and South West of Glasgow, of which, to limit area exposure, we resold 104 during the year, and the Belgrave Portfolio of 465 flats throughout Scotland, belonging to Belgrave Residential Assets Limited and Belgrave Residential Investments Limited which we acquired on 27th November 2001, and from which we sold the 32 low yielding flats in Belmont Street and Great Western Road, Glasgow, and 3 other units. With continuing disposals of low yielding property or poorer performing properties from our Original Portfolio, and with other minor acquisitions, at the year end our portfolio comprised 1,222 houses and flats. Of these exactly 500 were in England and Wales with 722 in Scotland. We have therefore continued to shift the balance of the portfolio towards Scotland and the North of England. A year ago, as at 30th April 2001, the average rental yield from our let English and Welsh properties was £397 per month. At 30th April 2002 this had increased to £421 per month. During the first four months of the year, average monthly occupancy of properties available for letting in our Original Portfolio was 89.5%, but this increased to average 96.05% over the remaining eight months, ending the year at 97.4%. In respect of our Original Portfolio, rent collected in each month never fell below 98.1% of rent demanded. These satisfactory aspects of management, and improvements, have assisted in achieving profitability. As regards Portfolio 220 and Belgrave Portfolio we suffered few voids and performance generally has been wholly acceptable. The Future As the group is now proposing to enter into a transaction with Family Trusts in which I personally have an interest, I will leave our Chief Executive Ross Macdonald to report on future aspirations. We follow with interest the various predictions of what will happen to house prices. We view much of the recent increases as being an adjustment to lower interest rates. We would not be surprised to see declines in the centre of London or at the higher value end but would expect to be relatively sheltered from its effects by our portfolio bias to Scotland and the north. Robert FM Adair Chairman 20th August 2002 CapitalTech plc CHIEF EXECUTIVE'S REPORT Our year to 30th April 2002 was indeed satisfactory, showing a substantial increase in shareholder value. We intend to continue to seek to maintain growth in asset value by good investment, but your directors are of the view that we cannot expect substantial revenue profits from the holding of residential property. Accordingly, your directors have been considering what should be the next step in the company's development, and believe that this next step should be an attempt to add material revenue profits to our valuable asset base. Your independent directors (that is, in view of the proposed transaction, your directors apart from the Chairman) have been discussing with our Chairman for some time the possibility of working more closely with Terrace Hill Limited, a company ultimately owned by your Chairman's family trusts. Indeed, as long ago as 30th December 1998, you gave your directors authority to proceed with the purchase from Terrace Hill of Platts Eyot Island in the River Thames, where we saw an opportunity for residential development, although in the end we felt that we lacked the necessary development knowledge to proceed at that time. Your independent directors have continued this discussion with our Chairman, and I am pleased to report that we have reached an agreement, subject to shareholders' approval, for the group to merge not only with Terrace Hill Limited but with its holding companies Westview Group Limited and Westview Investments Limited, and your Chairman's family's other property interests in the United Kingdom. By effecting this proposed merger, not only should we bring together two groups where Senior Management have known each other well for several years, but we also add a real prospect of a profit stream being added to the group's activities. Finally, as our current activity - letting out residential property - does not to any extent depend upon the name of our company, whereas on the other hand the opportunity for Terrace Hill Limited to acquire development projects certainly does, your directors are also now proposing that the Group be renamed 'Terrace Hill Group PLC'. D. Ross Macdonald Chief Executive 20th August 2002 CapitalTech plc GROUP PROFIT AND LOSS ACCOUNT for the year ended 30th April 2002 2002 2001 £ £ TURNOVER Group: Ongoing operations 3,185,436 3,002,242 Acquisitions 1,658,122 1,208,838 4,843,558 4,211,080 Share of joint venture 3,981 5,026 4,847,539 4,216,106 GROUP OPERATING PROFIT /(LOSS) Ongoing operations 633,775 (504,385) Acquisitions 1,255,988 686,122 1,889,763 181,737 Share of joint venture profit /(loss) 678 1,220 TOTAL OPERATING PROFIT 1,890,441 182,957 Continuing operations: (Loss)/gain on disposal of other fixed asset investments (6,577) 823,333 Net gain/(loss) on disposal of investment property 1,090,444 (668,843) Discontinued operations: Gain/(loss) on liquidation of former subsidiary 2,652 (18,400) Interest receivable 56,759 198,002 Net (write off) of provision for unlisted investments (101,940) (1,638,569) Interest payable (2,878,495) (3,455,574) PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION Taxation charge 53,284 (4,577,094) (27,629) (27,750) PROFIT/(LOSS) FOR THE FINANCIAL YEAR 25,655 (4,604,844) Preference dividend on non-equity shares - (8,095) TRANSFER TO/(FROM) RESERVES 25,655 (4,612,939) Basic earnings/(loss) per share 0.038p (9.51p) Diluted earnings/(loss) per share 0.038p (9.51p) CapitalTech plc GROUP BALANCE SHEET at 30th April 2002 2002 2001 £ £ FIXED ASSETS Intangible assets Positive goodwill 371,240 498,099 Negative goodwill (4,167,242) (296,248) (3,796,002) 201,851 Tangible assets 74,943,556 49,535,151 71,147,554 49,737,002 Investments Joint venture - share of gross assets 47,500 47,500 - share of gross liabilities (40,211) (37,884) 7,289 9,616 Other fixed asset investments 278,581 861,519 285,870 871,135 71,433,424 50,608,137 CURRENT ASSETS Debtors 7,038,069 4,485,399 Cash at bank and in hand 1,905,211 1,655,076 8,943,280 6,140,475 CREDITORS: amounts falling due within one year (4,182,355) (10,431,348) NET CURRENT ASSETS/(LIABILITIES) 4,760,925 (4,290,873) TOTAL ASSETS LESS CURRENT LIABILITIES 76,194,349 46,317,264 CREDITORS: amounts falling due after more than one year (51,035,614) (28,049,620) 25,158,735 18,267,644 CAPITAL AND RESERVES Called up share capital Deferred consideration 1,487,073 1,797,704 Share premium account 192,551 192,551 Revaluation reserves - investment properties 9,908,302 8,631,376 - other 9,486,716 4,673,334 Capital redemption reserve 4,121 37,758 Merger reserve 792,025 140,997 Profit and loss account 9,281,908 9,281,908 (5,993,961) (6,487,984) Shareholders' funds: Equity 25,158,735 17,616,616 Non-equity - 651,028 25,158,735 18,267,644 CapitalTech plc GROUP STATEMENT OF CASH FLOWS for the year ended 30th April 2002 2002 2001 £ £ CASH (OUTFLOW)/INFLOW FROM (598,611) 558,716 OPERATING ACTIVITIES RETURNS ON INVESTMENTS AND SERVICING OF FINANCE (4,053,080) (2,502,294) TAXATION (970) (167,440) CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT 17,101,746 19,421,307 ACQUISITIONS AND DISPOSALS (5,191,297) 6,327 EQUITY DIVIDENDS PAID - (144,772) CASH INFLOW BEFORE LIQUID RESOURCES AND FINANCING 7,257,788 17,171,844 MANAGEMENT OF LIQUID RESOURCES - - FINANCING 730,422 (18,526,663) INCREASE/(DECREASE) IN CASH 7,988,210 (1,354,819) CapitalTech plc GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES for the year ended 30th April 2002 2002 2001 £ £ Profit/(loss) attributable to members of the parent company excluding share of losses of joint venture company 27,981 (4,602,776) Share of joint venture loss for the year (2,326) (2,068) Profit/(loss) attributable to members of the parent company 25,655 (4,604,844) Unrealised surplus on revaluation of investment properties 5,281,750 3,094,402 Unrealised (deficit)/surplus on revaluation of unlisted investments (33,637) (59,421) TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR 5,273,768 (1,569,863) Notes 1. The financial information set out in this announcement does not constitute the company's statutory financial statements for the years ended 30 April 2001 and 30 April 2002. 2. Basis of Preparation This financial information is extracted from the audited financial statements of the group for the year ended 30 April 2002 which were approved by the board of directors on 20 August 2002. 3. EARNINGS/(LOSS) PER ORDINARY SHARE The calculation of basic earnings/(loss) per ordinary share is based on a profit of £25,655 (2001 loss - £4,612,939), being profit for the year of £25,655 (2001 loss - £4,604,844) plus preference dividends of £nil (2001 - £8,095), and on 66,637,201 (2001 - 48,492,361) ordinary shares, being the weighted average number of shares in issue during the year. The calculation for diluted (loss)/earnings per share is unchanged from that for the basic (loss)/earnings per share as the outstanding share options do not result in a dilution in either year. 4. Copies of this announcement are available, free of charge, for a period of one month from Noble & Company Limited, 1 Frederick's Place, London, EC2R 8AB. Copies of the full financial statements will be posted to shareholders in due course. Contacts: Ross Macdonald, Chief Executive, CapitalTech Plc 0141 332 2014 Alasdair Robinson, Noble & Company Limited 0131 225 9677 This information is provided by RNS The company news service from the London Stock Exchange

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