Final Results
W.H. Ireland Group PLC
8 April 2002
W H IRELAND GROUP PLC
PRELIMINARY RESULTS FOR THE YEAR ENDED 30TH NOVEMBER 2001
KEY POINTS
• Turnover for the year was £6.97m (2000: £9.74m)
• Further investment of £600,000 in the expansion of the business
• Net assets increased to £8.05m (2000: £7.17m)
• The loss before tax was £0.50m
• Proposed dividend of 1.00p per share (2000: 1.33p per share)
• Stockholm Investments, a portfolio management specialist, acquired in
October 2001
• Total funds under management of £140m at the year end and £170m as at
31st March 2002
• AIM nominated adviser status achieved in August 2001, resulting in
increased opportunities for our Corporate Finance department
• Joint venture established with Australian stockbroker, Joseph Palmer &
Sons in Sydney
• New offices opened in Cardiff and Burnley - with Lancaster added after the
year end
Commenting on the results, Chief Executive Laurie Beevers said 'Clearly the
results reflect the lower levels of trading which were experienced across the
market compared with the extraordinarily buoyant conditions of the previous
year. Despite this, we have continued to invest heavily in the future of the
business both through organic growth in the establishment of new offices and
joint ventures and through acquisition. We have significantly expanded the range
of services we offer and our geographical coverage. As a result, I believe we
are better placed to benefit from an upturn in the market.
Press enquiries:
W.H. Ireland Group plc
Laurie Beevers Tel: 0161 832 6644
David Youngman
Biddicks, Financial Public Relations
Zoe Biddick/Katie Tzouliadis Tel: 020 7448 1000
CHAIRMAN'S STATEMENT
Results
In common with other stockbroking businesses, we experienced a reduction in
trading levels during 2001 compared with the unusually buoyant market conditions
of 2000. The decline, in particular, of the technology sector, together with
fears of a possible recession and the events of September 11th, has led to a
prolonged period of uncertainty which has, in turn, taken its toll on investor
confidence. There are, however, indications that market sentiment is beginning
to turn although this may take time to translate into increased volumes and
commission.
Consequently, our turnover for the year ended November 30, 2001 reduced from
£9.74m to £6.97m. Despite the market conditions, we have continued to expand our
network of offices and our range of skills, products and services. We have
invested a total of over £600,000 in a series of strategic initiatives designed
to position your company to take advantage of any upturn in the market. The
resulting loss before tax for the year was £501,301.
At the beginning of the year we changed our accounting policy to one of
continual revaluation of our Fixed Asset Investments. During the latter half of
the year we took the decision to dispose of approximately one-fifth of our
London Stock Exchange shares, resulting in a profit of £690,739 which, due to
the revaluation policy, was taken straight to reserves. At the year end, our net
assets stood at £8.05 million, up from the restated figure of £7.17 million as
at the previous year end. In view of our strong balance sheet and medium term
confidence, the directors are proposing a final dividend of 1p per share which
it is proposed will be paid on 13th May to all shareholders on the register as
at 19th April.
Corporate Finance
I am delighted to report that, in August 2001, we were granted Nominated Adviser
status by the London Stock Exchange to act as Nomad (as well as broker) to
companies either on, or intending to join, the Alternative Investment Market.
This considerably increased the range of business opportunities for our
Corporate Finance Department in what had already been a very busy year.
We have expanded the number of corporate finance personnel in both London and
Manchester to cope with the volume of work we are now attracting. We have been
involved in eight admissions to AIM and a further five fundraisings during the
course of the year, and have recently completed our first issue as Nomad and
broker. We are currently broker or adviser to a total of 19 companies on either
AIM or the Official List.
Achieving Nomad status has raised our profile, not only in this country but also
in Australia where, historically, we have been linked to companies seeking
quotations for their equity on the London Stock Exchange. In November 2000, in
order to exploit fully the market opportunity in Australia, we established a
joint company, WHI Securities Pty Ltd, with a long established Australian
stockbroking firm and now benefit from an office in Sydney and a representative
office in Perth. We now formally represent a number of Australian companies on
AIM.
Corporate Development
We continue to take a long-term view of the business, whilst mindful of the need
to review our cost structure where appropriate. We have therefore continued to
take initiatives during the year in order to drive our business forward
strategically. We continued to expand our network of local offices, opening in
Burnley and Cardiff, and established a further new branch in Lancaster after the
year end. We also took advantage of the expiry of our existing lease to relocate
our London office to larger premises to facilitate further expansion in London.
The acquisition of Stockholm Investments Limited at the end of October 2001
demonstrates our desire to add businesses to the group which complement our core
stockbroking activities. This business comprised an advisory and discretionary
portfolio management business run by two individuals with combined private
client advisory experience in excess of 40 years. The initial consideration paid
was £850,000 together with a performance-related element over the next three
years. The acquisition of Stockholm has helped to significantly increase our
total funds under management which had increased to £170m as at 31st March,
2002.
Two of the major objectives at the time of listing, that is to create an
institutional sales and research function and a designated fund management
department, were both achieved during the course of the year.
In order to broaden our product offering to private and corporate investors, we
have established an Independent Financial Adviser operation offering advice on
pensions, life assurance and other financial services to our existing client
base and new clients. This unit, comprising six individuals, commenced trading
in May 2001 and has already achieved breakeven.
Freehold Property
In January 2002 we acquired the freehold of our modern office building at St.
James's Square in the centre of Manchester for £3.75m, partly funded from our
own resources, augmented with a term loan from our bankers. We are pleased to
have secured our future in this building and the low cost of funding means that
this investment will have a positive effect on our profit and loss account and
also offer the potential for capital growth.
Share capital reorganisation
At the time of our interim statement we circulated shareholders with proposals
to re-organise our share capital to create greater transparency and separate the
shareholding interests of the executive and non-executive directors. This was
approved at the Extraordinary General Meeting in September 2001and implemented
thereafter by the acquisition of Readycount Ltd.
Prospects
Market conditions are improving but still remain difficult. Unless there is a
sustained uplift in trading volumes, it is unlikely that further progress will
come solely from organic growth. As markets tend to anticipate economic trends,
if the general view establishes itself that the recession in America has been a
shallow one and is drawing to a close, then markets could react very quickly to
a change in mood.
The investment we have made in expanding both the range of products and services
we are able to offer our clients (both private and corporate) and in our
geographical expansion should bear fruit in the medium to long term. We continue
to seek opportunities to develop the group in the wider area of financial
services and to augment our core stockbroking business. Our increased range of
services means that we are now considerably better placed to benefit from an
upturn in the market.
Sir David Trippier
Non Executive Chairman
Consolidated profit and loss account
for the year ended 30 November 2001
Year ended Year ended
30 November 30 November
Notes 2001 2000
(As restated)
£ £
Group Turnover 1 6,968,771 9,742,146
Administrative expenses (7,655,891) (7,637,921)
Group operating (loss)/profit (687,120) 2,104,225
Share of operating loss in joint venture (4,685) -
(691,805) 2,104,225
Other interest receivable and similar income 285,343 358,594
Interest payable and similar charges (94,839) (126,293)
(Loss)/profit on ordinary activities before taxation (501,301) 2,336,526
Tax on (loss)/profit on ordinary activities 2 21,892 (708,656)
(Loss)/profit on ordinary activities after taxation and
profit for the financial year (479,409) 1,627,870
Dividends on equity shares 3 (283,448) (164,840)
Retained (loss)/profit for the year for group (762,857) 1,463,030
Earnings per share (per FRS 14) 4
Basic (3.45) 13.18
Diluted (3.29) 12.45
Headline Earnings per share (per guidelines issued by the
UK Society of Investment Professionals.) 4
Basic (3.21) 13.38
Diluted (3.07) 12.64
All turnover relates to continuing operations. The post acquisition results of
subsidiaries purchased during the year are disclosed in Note 8
Consolidated balance sheet
at 30 November 2001
Notes 2001 2001 2000 2000
(As restated) (As restated)
£ £ £ £
Fixed assets
Intangible assets 1,955,614 448,095
Tangible assets 925,669 645,085
Investments 1 3,189,874 2,643,041
Investments in joint ventures 49,914 57,465
6,121,071 3,793,686
Current assets
Debtors 45,327,003 41,386,421
Investments 21,567 98,887
Cash at bank and in hand 5,962,490 6,557,318
51,311,060 48,042,626
Creditors: amounts falling due within one year (48,512,562) (43,601,306)
Net current assets 2,798,498 4,441,320
Total assets less current liabilities 8,919,569 8,235,006
Creditors: amounts falling due after more than
one year (868,408) (1,065,450)
Net assets 8,051,161 7,169,556
Capital and reserves
Called up share capital 5 945,578 697,995
Shares to be issued 5 425,000 226,333
Share premium account 6 1,299,984 1,055,610
Investment revaluation reserve 6 2,877,127 2,403,941
Other reserves 6 544,634 544,634
Profit and loss account 6 1,958,838 2,241,043
Equity shareholders' funds 8,051,161 7,169,556
Statement of total recognised gains and losses
for the year ended 30 November 2001
Year ended Year ended 30
30 November November
2001 2000
(As restated)
£ £
(Loss)/profit for the financial year (762,857) 1,463,030
Unrealised surplus on revaluation of fixed asset investments 473,186 2,403,941
Realised surplus on revaluation of fixed asset investments 690,739 -
Taxation on realised surplus on revaluation of fixed asset investments (207,221) -
Foreign exchange difference on the carrying value of the joint venture (2,866) -
Total recognised gain for the year 190,981 3,866,971
Prior period adjustment 2,403,941
Total gains and losses recognised since the last annual report 2,594,922
Note of historical cost profit and losses
for the year ended 30 November 2001
Year ended Year ended
30 November 2001 30 November 2000
(As restated)
£ £
Reported (loss)/profit on ordinary activities before tax (501,301) 2,336,526
Realisation of fixed asset investment revaluation gains 690,739 -
Historical cost profit on ordinary activities before taxation 189,438 2,366,526
Historical cost (loss)/profit retained for the year after taxation and
dividends (279,339) 1,463,030
Consolidated cash flow statement
for the year ended 30 November 2001
Year ended Year ended
30 November 30 November
2001 2000
(As restated)
£ £
Net cash inflow from operating activities 570,542 3,730,556
Returns on investments and servicing of finance 200,513 234,794
Taxation (701,175) (211,123)
Capital expenditure and financial investment 30,747 (427,909)
Acquisitions and disposals (425,000) -
Cash (outflow)/inflow before management of liquid
resources and financing (324,373) 3,326,318
Equity dividends paid (265,061) (39,378)
Financing (5,394) 1,710,153
(Decrease)/Increase in cash in the period (594,828) 4,997,093
Reconciliation of movements in equity shareholders' funds
for the year ended 30 November 2000
Group Group
2001 2000
(As restated)
£ £
(Loss)/profit for the financial year (479,409) 1,627,870
Dividends (283,448) (164,840)
(762,857) 1,463,030
New share capital subscribed (net of issue costs) 265,624 1,509,743
Shares to be issued 425,000 226,333
Surplus on investment revaluation reserve 1,163,925 2,403,941
Tax on realised surplus on revaluation of fixed asset
investments (207,221) -
Foreign exchange difference on carrying value of the joint
venture (2,866) -
Adjustments on the merger of Readycount Ltd - (290,439)
881,605 5,312,608
Opening equity shareholders' funds 7,169,556 1,856,948
Closing equity shareholders' funds 8,051,161 7,169,556
Notes
1 Financial Information
a. General The financial information in this press release, which has not been
audited, does not constitute Statutory Accounts within the meaning of
Section 240 of the Companies Act 1985.
The Annual Report and Accounts for the year ended 30 November 2001will be
delivered to the Registrar of Companies following the company's Annual
General Meeting. Accounts for the year ended 30 November 2000 have been
filed with the Registrar of Companies, and these accounts contained an
unqualified audit report and did not contain any statements under Section
237 (2) or (3) of the Companies Act 1985.
b. Basis of preparation The directors have considered Financial Reporting
Standard 18 'Accounting Policies' which requires directors to adopt the most
appropriate accounting policies having regard to factors including normal
industry practice and comparability with other entities in the same sector.
Accordingly the directors have revised the accounting policy in relation to
the presentation of turnover. Previously, interest receivable and interest
payable arising in the normal course of investment business were shown net
below operating profit within interest receivable. Under the revised
accounting policy, the company follows generally accepted industry practice
and the financial statements show net interest receivable and interest
payable in the normal course of investment business within turnover.
The directors have also changed the accounting policy in relation to fixed asset
investments. Previously, fixed asset investments were stated at cost less a
provision for permanent diminution in value. The directors consider a more
appropriate accounting policy is to state all quoted or publicly traded fixed
asset investments, (other than shares held in the Employee Benefit Trust) at
market value. The Employee Benefit Trust investment is stated at cost.
These restatements have no effect on the result disclosed in the profit and loss
account. However, the balance sheet and statement of recognised gains and losses
for the year ended 30 November 2000 have been restated to take account of the
change in accounting policy in relation to fixed asset investments. The effect
on current and prior year's balance sheet is to increase the carrying value of
fixed asset investments and revaluation reserve by £2,877,127 and £2,403,941
respectively.
2 Taxation
Year ended 30 Year ended 30
November November
2001 2000
(As restated)
£ £
UK corporation tax at 30% (2000: 30.5%)
Current tax on income for the period 14,570 710,150
Adjustments in respect of prior periods - (1,494)
Group relief surrendered and paid for (36,462) -
(Credited)/charged to profit and loss account (21,892) 708,656
Corporation tax payable on realised investment
gains at 30% 170,759 -
Group relief received and paid for 36,462 -
Charged to reserves 207,221 -
3 Dividends and other appropriations
Year ended 30 Year ended 30
November November
2001 2000
(As restated)
£ £
Equity shares:
Interim dividend paid 139,599 62,011
Final dividend proposed 143,849 185,667
283,448 247,678
Dividend receivable by Readycount Ltd now treated as inter-group on the
restatement of the profit and loss account due to merger accounting - (82,838)
283,448 164,840
4 Earnings per share
Year ended Year ended
30 November 2001 30 November 2000
(As restated)
(Loss)/profit for the year used for the basic calculation (479,409) 1,627,870
Goodwill amortisation 33,006 24,711
(Loss)/profit for the year used in the 'headline earnings' calculation
under the guidelines issued by the UK Society of Investment
Professionals (446,403) 1,652,581
Weighted average number of shares used in the basic calculation 13,897,535 12,353,376
Weighted average number of options outstanding for the period 661,732 722,674
Weighted average number of shares used in the diluted calculations 14,559,267 13,076,050
5 Called up share capital
2001 2000
£ £
Authorised
29,373,340 (2000: 30,000,000) Ordinary shares of 5 pence each 1,498,667 1,500,000
4,526,660 (2000: nil) Deferred shares of 5 pence each 226,333 -
1,725,000 1,500,000
Allotted, called up and fully paid
14,384,898 (2000: 13,959,898) Ordinary shares of 5 pence each 719,245 697,995
4,526,660 (2000: nil) Deferred shares of 5 pence each 226,333 -
945,578 697,995
On 24 September 2001 4,526,660 ordinary shares with a nominal value of £226,333
were issued on the acquisition of Readycount Ltd. At the same time, Readycount
Ltd's holding of 4,526,660 ordinary shares in W H Ireland Group plc were
converted into 4,526,660 deferred shares with a nominal value of £226,333. On 26
October 2001 425,000 ordinary shares with a nominal value of £21,250 were issued
as part consideration for the acquisition of Stockholm Investments Ltd.
Shares to be issued
2001
Under the terms of the acquisition of Stockholm Investments Ltd, further shares
with a total value of £425,000 may be issued depending on the meeting of certain
performance criteria within the next three years.
2000
Under merger accounting the deferred shares issued in 2001 with a total value of
£226,333 are shown in the prior year as shares to be issued.
6. Share premium and reserves
Group
Investment Share Profit
Revaluation Capital Premium and loss
Reserve Reserve account account
£ £ £ £
At beginning of year - 753,698 1,055,610 2,167,577
Prior year adjustment 2,403,941 (209,064) - 73,466
2,403,941 544,634 1,055,610 2,241,043
Premium on shares issued, net of issue
costs - - 244,374 -
Retained profit - - - (762,857)
Surplus on revaluation of fixed asset
investments 1,163,925 - - -
Transfer realised gain on fixed asset
investments (690,739) - - 690,739
Tax on realised gain on fixed asset
investments - - - (207,221)
Foreign exchange difference on carrying
value of the joint venture - - - (2,866)
At end of year 2,877,127 544,634 1,299,984 1,958,838
7 Analysis of net cash
At beginning At end of
of year Cash flow year
£ £ £
Cash in hand, at bank 6,557,318 (594,828) 5,962,490
Overdrafts - - -
6,557,318 (594,828) 5,962,490
Debt due after one year (1,000,000) 500,000 (500,000)
Debt due within one year - (500,000) (500,000)
Finance leases (57,999) 5,394 (52,605)
Total 5,499,319 (589,434) 4,909,885
8 Purchase of subsidiaries
(a) Readycount Ltd
On 24 September the company acquired the entire issued share capital of
Readycount Ltd. a company wholly owned by certain directors of W H Ireland Group
plc. This has been accounted for under merger accounting principles in line with
a true and fair override on the grounds that the overall effect of the
transaction was merely to change the names of the holders of ordinary shares in
W H Ireland Group plc as in substance no additional ordinary shares have been
issued and therefore the transaction is effectively a share reorganisation.
Accordingly the income and expenditure of Readycount Ltd from the beginning of
the year has been included in this years profit and loss account, and last years
figures have been restated to include the results of Readycount Ltd as if it had
been part of the group from the beginning of that year. The balance sheet at 30
November 2000 has also been restated to include the relevant figures for
Readycount Ltd. In the period following acquisition Readycount Ltd had no income
or expenditure nor any gains or losses.
4,526,660 ordinary shares were issued to the shareholders of Readycount Ltd, and
upon acquisition, Readycount Ltd's holding of 4,526,660 ordinary shares in W H
Ireland Group plc were converted into 4,526,660 deferred shares. These deferred
shares have no rights to receive any dividend or distribution, and on a return
of capital or winding up or otherwise, shall not be entitled to the repayment of
the capital paid up on the deferred shares until after the capital paid up on
the ordinary shares and the payment of £10,000 in respect of each ordinary share
shall have been paid.
(b) Stockholm Investments Ltd
On 26 October 2001 the company acquired the entire issued share capital of
Stockholm Investments Ltd for an initial consideration of 425,000 new ordinary
shares in W H Ireland Group plc and the payment of £425,000 cash into Stockholm
Investments Ltd to enable existing directors loans within that company to be
repaid. Additional consideration of up to £850,000 may be payable depending on
the turnover generated from the business purchased over the next three years.
Any additional consideration may be satisfied as to up to 50% by the issue of
new ordinary shares and 50% by the issue of guaranteed loan notes. In the period
between the acquisition on 26 October 2001 to 30 November 2001 Stockholm
Investments had a turnover of £18,740 and a profit before tax of £1,198.
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