Interim Results

LUPUS CAPITAL PLC 14 October 1999 Lupus Capital plc INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 1999 Lupus Capital plc today announced its interim results. Highlights are as follows: * The results relate to the property services operations, the disposal of which was completed on 13 August 1999. Turnover was £14.6m and pre-tax profit was £229,000. * Following the sale, Lupus Capital plc is now in a position to pursue its new strategy to invest in or acquire small and medium sized public companies which it believes are lacking strategic direction. * The planned transformation of the Board has now been completed with the appointment of Oliver Stocken as Non-Executive Chairman, with effect from Monday 18 October 1999. Charles Ryder will then become Chief Executive. The full text of the Chairman's statement and the interim figures are below. For further information, please contact: Lupus Capital plc Tel: 0171 821 0233 or Tel: 0171 821 7206 Charles Ryder, Chairman James Orr, Finance Director Merlin Financial Tel: 0171 606 1244 Paul Downes Chairman's statement Introduction The strategy of Lupus Capital plc ('Lupus') or ('the Company') is to invest in, or acquire, small and medium sized public companies which it believes are lacking strategic direction. Lupus intends to generate significant returns by providing and, where necessary, implementing, strategic plans for these companies, including appropriate exit routes. The Company will therefore create value by providing a service to shareholders and company boards, as well as to acquisitive well-run international companies looking to expand and to diversify their businesses. Period of transformation Lupus has undergone very significant change in 1999 including the period covered by the interim results to 30 June 1999. In February, an investor group led by Charles Ryder and James Orr acquired a 29.6% stake in the Company, then known as Environmental Property Services plc ('EPS') and a number of Board and management changes ensued. In April, when the results for the year ended 31 December 1998 were released, the Company announced its new strategy, the proposal to change its name to Lupus Capital plc, and the potential sale of its underlying businesses which were all involved in property services. Shareholders confirmed the change of name at the Annual General Meeting held on 4 June. On 26 July, the Company announced that it had agreed to sell all of its property services operations to Environmental Property Services Holdings Limited ('EPS Holdings') an MBO vehicle led by David Anderson, Managing Director of these operations. EPS Holdings is backed by certain funds advised by Alchemy Partners and by the Bank of Scotland. The sale of the property services operations realised a cash consideration of £7.81 million. In addition, EPS Holdings undertook to discharge deferred consideration liabilities amounting to £1.53 million. On the same day, Lupus announced the sale of its 29.5% holding in Superframe Group plc for a net cash consideration of £491,476. The sale of the property services operations was completed on 13 August following approval of the sale by shareholders and left the Company principally with cash, certain quoted investments, freehold properties and some sundry debtors and creditors. Most importantly, the sale left Lupus in a position to pursue its new strategy. Results Given the subsequent sale of the property services operations, the Lupus Group's results for the six months to 30 June 1999 almost entirely relate to businesses which are no longer part of it. Nevertheless, for the purposes of the interim statement these property services operations are referred to as the continuing operations of the Group while those referred to as discontinued relate to the housebuilding and pub refurbishment subsidiaries demerged from the Group in December 1998 into Artisan (UK) plc which is quoted on AIM. During the period, total sales were £14,606,000 (1998: £19,056,000) and profit before taxation was £229,000 (1998: £953,000). The property services operations performed satisfactorily; sales of the continuing operations rose to £14,606,000 (1998: £8,145,000) and operating profits of the continuing operations were £377,000 (1998: £327,000). Dividends The Board has decided that dividends in future should relate to the success of the various investments made by the Group although, certainly in the short to medium term, the emphasis will be on using cash generated from successful investments for investment in new opportunities. Given the fundamental transformation in the Group, and more particularly, the adoption of its new strategy, the Board has therefore declared an interim dividend of 0.1 pence per share. This compares to 0.35p paid at the interim stage in 1998 before the demerger in December of the most profitable part of the Group and the change of strategy during the course of this year. The dividend will be paid on 19 November 1999 to shareholders on the register at the close of business on 29 October 1999. Composition of the Board As I stated at the time of the management buy-in, I intended to step down as Chairman to become Chief Executive upon the appointment of a Non-Executive Chairman. The Board is therefore pleased to announce that Oliver Stocken will be joining the Board with effect from Monday, 18 October 1999 as Non-Executive Chairman. Oliver Stocken was, until recently, Group Finance Director of Barclays PLC and is a Non-Executive Director of a number of companies including 3i Group, Bunzl, MEPC, Pilkington, The Rank Group and Rutland Trust. Future Prospects The sale of the property services operations has left the Group in a position to pursue its strategy with vigour. The funds arising from the sale will be used to invest in or to acquire other quoted companies with the intention of enhancing shareholder value. The Board believes there are many such investment opportunities and a number are currently under consideration. The Board looks to the future with confidence. Charles Ryder Group profit and loss account Six month Six month Year period ended period ended ended 30 June 30 June 31 December 1999 1998 1998 (Unaudited) (Unaudited) (Audited) £000 £000 £000 Turnover Continuing operations 14,606 8,145 18,034 Discontinued operations - 10,911 20,463 _______ _______ _______ 14,606 19,056 38,497 Operating profit Continuing operations 377 327 422 Discontinued operations - 670 866 _______ _______ _______ 377 997 1,288 Exceptional item - restructuring cost - - (158) Interest (148) (44) (89) ______ ______ ______ Profit on ordinary activities before taxation 229 953 1,041 Taxation (107) (262) (388) ______ ______ ______ Profit on ordinary activities after taxation 122 691 653 Ordinary dividend (79) (243) (470) Dividend in specie - - (1,755) ______ ______ ______ Retained profit / (loss) 43 448 (1,572) ===== ===== ===== Earnings per share 0.16p 1.00p 0.94p Diluted earnings per share 0.16p 0.98p 0.93p Dividend per share 0.10p 0.35p 0.65p There were no recognised gains or losses in each period other than the profit on ordinary activities after taxation. Group balance sheet 30 June 30 June 31 December 1999 1998 1998 (Unaudited) (Unaudited) (Audited) £000 £000 £000 Fixed assets Intangible fixed assets 3,639 285 3,719 Tangible fixed assets 1,138 696 1,070 Investments 778 599 484 ______ ______ ______ 5,555 1,580 5,273 ______ ______ ______ Current assets Stocks and work-in-progress 3,380 4,193 2,464 Debtors 5,457 9,136 6,544 Cash at bank and in hand 68 1,650 864 ______ ______ ______ 8,905 14,979 9,872 Creditors: Amounts falling due within one year (7,383) (8,888) (7,864) ______ ______ ______ Net current assets 1,522 6,091 2,008 ______ ______ ______ Total assets less current liabilities 7,077 7,671 7,281 Creditors: Amounts falling due after more than one year (2,734) (1,751) (2,981) Provisions for liabilities and charges - (2) - ______ ______ ______ Net assets 4,343 5,918 4,300 ===== ===== ===== Capital and reserves Called up share capital 378 347 378 Share premium account 4,410 3,871 4,410 Special reserve - 12 - Profit and loss account (445) 1,520 (488) ______ ______ ______ Equity shareholders' funds 4,343 5,750 4,300 Minority interests (non-equity) - 168 - ______ ______ ______ 4,343 5,918 4,300 ===== ===== ===== Group statement of cash flows Six month Six month Year period ended period ended ended 30 June 30 June 31 December 1999 1998 1998 (Unaudited) (Unaudited) (Audited) £000 £000 £000 Net cash (outflow) / inflow from operating activities (809) 147 1,379 ______ ______ ______ Returns on investments and servicing of finance Interest received 31 191 62 Interest paid (175) (235) (164) ______ ______ ______ (144) (44) (102) ______ ______ ______ Taxation UK Corporation tax paid (143) (125) (273) ______ ______ ______ Capital expenditure and financial investment Sale of tangible fixed assets 49 59 135 Purchase of tangible fixed assets (64) (241) (130) Sale of investments - - 297 Purchase of investments (294) (226) (437) ______ ______ ______ (309) (408) (135) ______ ______ ______ Acquisitions and disposals Purchase of subsidiary undertakings (7) (246) (2,769) Net overdrafts in demerged subsidiaries - - 1,063 Payments to acquire intangible fixed assets - - (122) ______ ______ ______ (7) (246) (1,828) ______ ______ ______ Equity dividends paid (227) (276) (519) ______ ______ ______ Net cash outflow before financing (1,639) (952) (1,478) Financing Issue of shares net of costs - 50 95 New long term loans - 1,000 1,000 Repayment of long term loans (201) (152) (425) Repayment of capital element of finance leases (162) (2) (34) ______ ______ ______ Decrease in cash (2,002) (56) (842) ===== ===== ===== Reconciliation of net cash flow to movement in net debt Decrease in cash (2,002) (56) (842) Cash inflow from increase in loan - (1,000) (1,000) Cash outflow from repayment of loans 201 152 425 Repayment of capital element of finance leases 162 2 34 ______ ______ ______ Change in net debt from cash flows (1,639) (902) (1,383) Acquisitions and disposals - - (199) New finance leases (156) - (35) ______ ______ ______ Movement in net debt (1,795) (902) (1,617) Opening net (debt )funds (1,214) 403 403 ______ ______ ______ Closing net debt (3,009) (499) (1,214) ===== ===== ===== Reconciliation of operating profit to net cash flows from operating activities Operating profit 377 997 1,288 Depreciation 104 58 123 Amortisation of goodwill 94 1 32 Movement in stock (917) (1,930) (1,063) Movement in debtors 1,011 (1,558) (2,994) Movement in creditors (1,478) 2,579 4,218 Loss on disposal of fixed assets - - 4 Profit on disposal of investments - - (71) Fundamental reorganisation costs - - (158) ______ ______ ______ (809) 147 1,379 ===== ===== ===== Notes to the Interim Statement 1. The interim financial information has been prepared on the basis of the accounting policies set out in the Report and Accounts for the Group for the year ended 31 December 1998. The interim figures have not been audited. The Interim Financial Statement does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 (the 'Act'). Comparative financial information for the year ended 31 December 1998 has been extracted from the statutory accounts for the year which have been delivered to the Registrar of Companies and upon which the auditors gave an unqualified report, with no statement under Section 237(2) or (3) of the Act. 2. Post balance sheet event: on 13 August 1999 the Group completed the sale of the property services operations for a cash consideration of £7.81 million. In addition, the purchaser undertook to discharge deferred consideration liabilities amounting to £1.53 million. This disposal left the Group principally with cash, certain quoted investments, freehold properties and some sundry debtors and creditors. 3. The calculation of earnings per share is based on the profit on ordinary activities after taxation and 75,523,785 ordinary shares (1998: 69,953,387) being the weighted average number of shares in issue during the half year. The weighted average number of shares in issue during the year ended 31 December 1998 was 69,578,565. The calculation of fully diluted earnings per share is based on the profit on ordinary activities after taxation and 77,160,340 ordinary shares being the weighted average number of shares in issue during the period, after allowing for share options (June 1998: 70,410,921 and December 1998: 70,289,832). 4. The Directors have declared an interim dividend of 0.1 pence per share (1998: 0.35 pence) to shareholders on the register at the close of business on 29 October 1999, which will be paid on 19 November 1999. 5. The board of Directors approved the Interim Financial Statement on 13 October 1999.

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