Final Results

Wynnstay Group PLC 26 January 2005 WYNNSTAY GROUP PLC ('Wynnstay') ANNOUNCES MAIDEN FINAL RESULTS for year ended 31 October 2004 Based in Wales, Wynnstay manufactures and supplies agricultural products and services to farmers and country dwellers. Key Points â€¢ Admission to AiM in May 2004 together with Â£1.1m (net) fund raising â€¢ Turnover increased by 22% to Â£103.4m (2003: Â£85.0m) â€¢ Operating profit rose by 36% to Â£2.6m (2003: Â£1.9m) â€¢ Pre-tax profit rose by 46% to Â£2.6m (2003: Â£1.8m*) * after an exceptional administrative expense of Â£0.6m â€¢ Proposed final dividend of 4.5p per share (2003: 4.25p), an increase of 6% â€¢ Headline earnings per share of 22.78p (2003: 16.33p) â€¢ Fully diluted earnings per share of 15.58p (2003: 12.82p) â€¢ Good performances from three core divisions, Feeds, Arable and Stores - benefits of acquisition of Eifionydd Farmers Association coming through - record production of livestock feeds - new seed storage facility completed - retail stores sales up by 8% on like-for-like basis â€¢ Outlook remains encouraging Bernard Harris, Managing Director of Wynnstay, commented, 'In spite of difficult trading conditions, I am pleased to report record results, with turnover exceeding Â£100m for the first time. All divisions performed well and our results demonstrate the strength of our diversified approach. Demand remains strong across the three major business units and there is now greater stability in feed commodity prices and some small easing in fuel costs. I am therefore confident that the Group will continue to make good progress. In addition, the Group is in a strong financial position to take full advantage of any possible acquisition opportunities that meet our strict criteria.' Press enquiries: Wynnstay Group plc Bernard Harris, Managing Director T: 020 7448 1000 today Paul Roberts, Finance Director Thereafter: 01691 828512 Biddicks Katie Tzouliadis T: 020 7448 1000 W.H. Ireland David Youngman T: 0161 832 6644 Limited WYNNSTAY GROUP CHAIRMAN'S STATEMENT Introduction This has been a milestone year for the Group and I am pleased to report on the excellent progress we have made both in trading and on our medium term corporate ambitions. A key event was Wynnstay's move from OFEX to AiM in May. The transfer underlines the growth plans we have for the Group over the next five years and in particular, we believe our status as a quoted company brings us significant benefits as we act as a consolidator within our sector. At the same time as effecting Wynnstay's admission to AiM, we raised Â£1.1m net in a placing at 190p per share. This will be used to fund further growth in the business. Trading results for the year show turnover and pre-tax profits at record levels, with turnover exceeding Â£100m for the first time. All divisions performed well and our results demonstrate the strength of our diversified approach. Financial Results Turnover for the year rose by 22% to Â£103.4m from Â£85.0m last year and operating profit by 36% toÂ£2.6m (2003: Â£1.9m). Pre-tax profit increased by 46% to Â£2.6m from Â£1.8m although last year's results included an exceptional item of Â£585,000. On a like-for-like basis therefore, pre-tax profit increased by 11%. Headline earnings per share were 22.78p compared to 16.33p last year, with fully diluted EPS increasing by 22% to 15.58p per share. The balance sheet remains very robust, with net assets of Â£21.5m. This includes a sum of Â£2.6m of goodwill related to the acquisition of Eifionydd Farmers Association following the reassessment of the fair value of the consideration for this transaction in accordance with accounting standard FRS 7. The balance sheet strength is further demonstrated by the inclusion of Â£1.275m of cash and a total net debt position of only Â£1.6m, much of which is in the form of loan capital held by existing shareholders. Gearing therefore remains a very conservative 7.6% and demonstrates the Group's considerable ability to fund further growth. Dividend Reflecting the Group's progressive dividend policy, the board is pleased to recommend an increased final dividend of 4.5p per share (2003: 4.25p), which will be paid on 30 April 2005 to shareholders on the register at the close of business on 31 March 2005. Traditionally, the Company does not pay an interim dividend but the Board will continue to keep this policy under regular review. Overview of Trading Market conditions were volatile over the year. However, the broad spread of our activities, in particular our presence in both the arable and feeds sectors, provided a smoothing effect. For instance, the rise in the price of grain in the first half of the year depressed margins in the Feeds Division but benefited our grain trading arm and Arable Division. All three of the Group's core divisions, Feeds, Arable and Stores, continued to make encouraging progress. The Stores Division, which sells an extensive range of products to both farmers and the general public, performed particularly well. The benefits of the integration of a further eight retail sites, acquired with the purchase of Eifionydd Farmers Association in August 2003, are now beginning to come through strongly. We see excellent growth opportunities for the Stores Division and have earmarked capital investment to build a new store at our existing site in Newtown, Powys. We are also unrolling a new format across our stores. The Feeds Division produced a very pleasing result in the face of severe volatility in raw material prices and cattle feed sales rose strongly, helped by our partnership with The Welsh Meat Company. We are currently considering an outline proposal to build a new feed blending plant in North Wales. The Arable Division saw sales of seeds, fertiliser and agro-chemicals improve and its grain trading arm performed ahead of expectations. We are now planning to extend the activities of our grain trading arm into new regions. Our joint venture and associate companies contributed Â£167,000 to Group operating profits and in November 2004, following its restructuring, we acquired full ownership of the Frank Rowe business, the producer of flowers and pot plants. Prospects The rationalisation of the agricultural supply business continues, driven by the impact of the EU's reform of the Common Agricultural Policy, which is aimed at making farmers more competitive and market-orientated. Against this background, we believe our business is well placed to take advantage of the changing situation and to increase market share. We believe our target of a 50% increase in turnover over the next five years, based on organic as well as acquisitional growth, is achievable. Trading in the new financial year has started well, with good demand across the three main business units. J. E. Davies Chairman MANAGING DIRECTOR'S REPORT Admission to AiM in May 2004 represented a landmark in the Group's history which can be traced back to 1918, when Wynnstay Farmers Association was formed. In the Group's first year as an AiM quoted company, I am therefore all the more delighted to report record results. Results are especially creditable for having been achieved in one of the most volatile markets for raw materials in over thirty years. The cost of wheat, for example, a major ingredient for feeds, almost doubled in price before returning to little more than the opening values in the late Summer. I am pleased to report that prices for raw materials have now returned to more normal levels due to improved harvests around the globe. All three of our core divisions performed well and we are now seeing the benefits of the acquisition of the Eifionydd Farmers business in August 2003 coming through in these results. DIVISIONAL REVIEW Feeds Division The Feeds Division manufactures and markets a wide range of animal nutrition products for farm livestock. The Division also operates a raw materials wholesale business which supplies feed ingredients to farmers and other manufacturers in England and Wales. The Feeds Division, which accounts for 36% of Group turnover, performed robustly in a most challenging year, with sales rising by 15%. As I mentioned in my introduction, raw material prices were extremely volatile and we also saw increases in compliance, insurance and power costs. Sales of cattle feed increased by over 30%, aided by our partnership with The Welsh Meat Company, and sheep feed sales rose by 6%, after a record increase of over 24% in the previous year. The Division has won further new business in poultry feed sales and we are working closely with a major marketer of eggs to encourage producers to set up welfare friendly egg production units, for niche products, which can be sold into premium outlets. We are now seeing the benefits of the capital expenditure programme, begun in 2002, at our flagship feeds plant at Llansantffraid, Powys. Investment has improved the plant's capacity and enhanced quality and this year, Llansantffraid produced record tonnes of Wynnstay branded feed. We have also increased tonnage of blended feeds, which represents a growing sector of the market. We are continuing to utilise the facilities of other manufacturers, in both blended and compound products, to meet peak demand and to expand our geographical coverage. We are considering the construction of a new feed blending plant in Rhosfawr, North Wales during 2005, subject to the confirmation of the award of an Objective 1 EU Grant. This will allow us to supply the increased demand in that area and also improve the efficiency of vehicle utilisation between our various feed manufacturing operations. The raw material trading department managed a difficult year extremely well and made a substantial contribution to the profits of the Feeds Division. It continues to build its customer base, particularly in the Eifionydd area. Arable Division The Arable Division supplies a wide range of services and products, including seeds, fertiliser and agro-chemicals, to grain and grassland farmers. Its grain trading arm provides farmers in the West Midlands with professional marketing services. Sales in the Arable Division, which account for 34% of Group turnover, rose by 8%, with all sectors (seeds, fertiliser and agro-chemicals) increasing their contribution to the business. The seed operation has continued to develop its relationships with national breeders and is well established as one of the main seed producers in the West of the Country. Cereal seed sales remained similar to 2003, despite the difficult crop quality resulting from adverse weather at harvest. Our market share of herbage and maize seed continues to grow against market trends. During the Summer, we constructed new storage facilities for the seed arm, which has significantly improved operational efficiency. Sales of agro-chemicals have increased by 12%. This was due mainly to growth in farm sales in the Eifionydd area. Volumes of fertiliser have remained stable in a market showing signs of decline as a result of the EU's Mid Term Review of the Common Agricultural Policy. The national fertiliser supply chain has continued to consolidate and we are well placed to benefit from our strong relationship with major manufacturers, including Kemira. Our grain trading arm, Shropshire Grain, produced another very satisfactory performance. Sales advanced by about 8%, very much in line with expectations, but an improved margin significantly increased the contribution to the Group from this division. The year has been marked by substantial volatility within the grain market. The harvest of 2004, which promised so much, was at the last minute seriously damaged by the weather. This has given rise to a crop of unusual variation. Managing the variation made exceptional demands of the Shropshire Grain team but I am pleased to report that they have responded skilfully. The business continues to benefit from an increasing drive for premium markets and we have plans to extend the trading area of the grain division to take advantage of the expertise we have in this business. Stores Division The Stores Division operates 24 retail outlets in Mid and North Wales, Shropshire, Staffordshire and Warwickshire. It sells an extensive range of products both to professional farmers and the general public. The Stores Division, which accounts for 28% of Group turnover, enjoyed another successful year, with sales benefiting from the integration of a further eight outlets acquired with the Eifionydd Farmers business in August 2003. Overall, sales in the core business grew by 8% on a like-for-like basis. Pet product sales improved by 14%, stimulated by a greater emphasis on pet accessories, a growth area of the market. Sales of equine products increased by 38%, helped particularly by our new specialist equine outlet based at Shipston, Warwickshire. There was a conscious drive to improve the marketing of country clothing throughout the year and clothing sales grew by 18%, due to better ranging and improved presentation. The eight stores acquired with the Eifionydd Farmers business have now been fully integrated within the Wynnstay chain and their performance showed incremental rises during the year as we improved the product range and services within each store. We worked hard during the year to improve our supply chain with particular emphasis on product availability and the investment we have made in new I.T. systems is beginning to bring benefits. We have also strengthened our team in purchasing and supply chain management and we foresee further benefits coming through in 2005. We have re-fitted our flagship store at Welshpool with a new format and initial results are encouraging. During 2005, we intend to roll out a store improvement programme, with the new format to include an expanded range of goods and greater sales space given over to pet products, clothing and hardware. We have also received planning permission for a new store at Newtown, Powys to be built on our existing site and have submitted an application for a new store at our Llansantffraid site. Joint Ventures and Associates Companies Joint Ventures â€¢ Youngs Animal Feeds Limited Youngs Animal Feeds, which manufactures and distributes equine and pet feeds, commenced work on a new factory to produce the Super Molichop range of high fibre equine feeds. Substantial new business has been gained for the new equine product range and we have received commitment from a number of substantial equine feed distributors to purchase product from the new plant. â€¢ Wyro Developments Limited The property development company had a comparatively low level of activity during the year. However, work has commenced on the first phase of the Abermule development near Newtown, Powys where we have sold the first release of properties. Ultimately 110 houses will be built in this development across two sites and we are confident that the mixed housing will sell readily. We have now gained planning permission to develop a redundant brown field site in North Wales. Construction of a small number of residential houses will begin this year. â€¢ Welsh Feed Producers Limited Our association with Welsh Feed Producers, the manufacturer of ruminant animal feeds, is working extremely well and, during the year, we increased our shareholding to 50%. There are excellent opportunities for our Feeds Division to work closely with our partners, Clynderwen and Cardiganshire Farmers, to rationalise the sales, marketing and distribution of feeds in South West Wales. Associate companies â€¢ Wynnstay Fuels Limited Wynnstay Fuels, which distributes agricultural, commercial and domestic fuel oils, established a new fuel distribution depot at Pwllheli, on a former Eifionydd Farmers site. This has been a great success and further investment in the depot will take place during the year. â€¢ Frank Rowe Following its restructuring, we acquired full ownership of the Frank Rowe business in November 2004, after our year-end. The pot plant production business will now form a new division within the Group, trading as Foxmoor. OUTLOOK In 2005, we will see the introduction of the most radical changes to the Common Agricultural Policy ('CAP') since its inception. At the heart of the changes is the severing of the link between production and direct farm aid. Reform of CAP will provide a catalyst for farmers to re-think their business strategies in order to become more competitive and market-focused. We also believe the reform will speed up the rationalisation trend that is already taking place in the agricultural supply industry. Against this background, the Group is in a strong financial position and we intend to take full advantage of the opportunities that are available to gain market share in all sectors. Over the year under review, we examined a number of business opportunities, most of which were rejected as not meeting our strict acquisition criteria with regard to potential returns and we will continue to take a prudent approach with acquisitions. The purchase of the Eifionydd Farmers Association in August 2003 has substantially increased our customer base and there remains excellent scope to increase sales of our goods and services to this new customer base. We expect our three core divisions to continue to make good progress this year and both the Stores and Feeds Division will benefit from the capital investment we have planned this year to increase capacity and build sales. Sales within the Feeds Division are also benefiting from our partnerships with food suppliers, such as The Welsh Meat Company, which guarantee participating farmers certain commercial benefits. We are developing further similar specialist partnerships within the food supply chain. The new financial year has begun well. Demand remains strong across the three major business units and there is now greater stability in feed commodity prices and some small easing in fuel costs. I am therefore confident that the Group will continue to make good progress. B B Harris Managing Director CONSOLIDATED PROFIT AND LOSS ACCOUNT For the year ended 31 October 2004 As restated 2004 2003 Note Â£000 Â£000 TURNOVER 1,2 Continuing operations 103,430 80,219 Acquisitions - 4,791 103,430 85,010 Cost of sales (85,465) (69,009) GROSS PROFIT 17,965 16,001 Selling and distribution costs (14,660) (12,979) Administrative expenses (889) (769) Exceptional administrative expense - (585) OPERATING PROFIT 2 2,416 1,668 Share of operating profit in joint ventures 110 151 Share of operating profit in associates 57 78 TOTAL OPERATING PROFIT 2,583 1,897 Net profit on sale of fixed assets 171 - PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST 2,754 1,897 Income from other fixed asset investments 27 - Interest receivable 88 17 Interest payable (229) (110) PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 2,640 1,804 TAX ON PROFIT ON ORDINARY ACTIVITIES (780) (552) PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 1,860 1,252 DIVIDENDS - On equity shares 3 (391) (331) RETAINED PROFIT FOR THE FINANCIAL YEAR 1,469 921 --------- ------- Earnings per 25p share 3 22.78p 16.33p Diluted earnings per 25p share 3 20.12p 13.86p Fully diluted earnings per 25p share 3 15.58p 12.82p There were no recognised gains and losses for 2004 or 2003 other than those included in the profit and loss account. The notes on the following pages form part of these financial statements. BALANCE SHEET As at 31 October 2004 As restated 2004 2003 Note Â£000 Â£000 FIXED ASSETS Intangible fixed assets 4 3,134 601 Tangible fixed assets 8,694 8,445 Investments 1,651 1,616 --------- --------- 13,479 10,662 CURRENT ASSETS Stocks 8,018 7,228 Debtors 17,210 14,229 Cash at bank and in hand 1,275 1,903 --------- --------- 26,503 23,360 CREDITORS: amounts falling due within one year (17,856) (17,141) ------------ ------------ NET CURRENT ASSETS 8,647 6,219 --------- --------- TOTAL ASSETS LESS CURRENT LIABILITIES 22,126 16,881 CREDITORS: amounts falling due after more than one year (437) (585) PROVISIONS FOR LIABILITIES AND CHARGES Deferred taxation (189) (167) --------- --------- NET ASSETS 21,500 16,129 ---------- ---------- CAPITAL AND RESERVES Called up share capital 2,170 1,948 Share premium account 2,464 1,428 Loanstock redemption reserve 5,084 2,440 General reserves 1,582 1,582 Profit and loss account 10,200 8,731 ---------- --------- SHAREHOLDERS' FUNDS - ALL EQUITY 21,500 16,129 ----------- ----------- CASH FLOW STATEMENT For the year ended 31 October 2004 As restated 2004 2003 Note Â£000 Â£000 Net cash flow from operating activities 5 128 4,483 Returns on investments and servicing of finance 6 (114) (82) Taxation (548) (540) Capital expenditure and financial investment 6 (681) (1,943) Acquisitions and disposals 6 - (605) Equity dividends paid (331) (302) ---- ---- CASH (OUTFLOW)/INFLOW BEFORE FINANCING (1,546) 1,011 Financing 6 805 (473) ---- ---- (DECREASE)/INCREASE IN CASH IN THE YEAR (741) 538 ========== ======== RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS/DEBT For the year ended 31 October 2004 As restated 2004 2003 Â£000 Â£000 (Decrease)/Increase in cash in the year 7 (741) 538 Repayment of loans and lease financing 453 657 ---- ---- CHANGE IN NET DEBT RESULTING FROM CASH FLOWS 7 (288) 1,195 New finance leases and debt (451) (984) Loans and finance leases acquired with subsidiary - (821) ---- ---- MOVEMENT IN NET DEBT IN THE YEAR (739) (610) Net debt at 1 November 2003 (888) (278) ---- ---- NET DEBT AT 31 OCTOBER 2004 7 (1,627) (888) ============ ========== NOTES 1. ACCOUNTING POLICIES 1.1 Basis of preparation of financial statements The financial information is prepared under the historical cost convention and in accordance with applicable United Kingdom law and accounting standards. The particular accounting policies adopted are described below. Certain comparative disclosure figures have been restated to accord with current year reporting formats. 1.2 Basis of consolidation and goodwill Corporate and unincorporated joint ventures in which the Group has an investment representing not less than 20% of the voting rights, and over which it exerts significant influence, are treated as associated undertakings. The Group accounts include the appropriate share of these undertakings' profits based on the latest available audited accounts, and provide for an appropriate share of their losses, based on the latest available management accounts. The results of subsidiary undertakings are consolidated on an acquisition accounting basis, with purchased goodwill arising prior to FRS 10 written off against reserves. Following the implementation of FRS 10, purchased goodwill is capitalised and written off over its estimated useful economic life. The Company has taken advantage of the exemptions conferred by S.230 of the Companies Act 1985 not to prepare a profit and loss account. A profit of Â£1,603,000 (2003: Â£989,000) has been dealt with in the parent company accounts. 1.3 Turnover Turnover represents the invoiced value of sales which fall within Wynnstay Group's ordinary activities and excludes Value Added Tax. 1.4 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost of fixed assets on a straight line basis over their expected useful lives as follows: Freehold property - 2.5% - 5% per annum Plant and machinery/office equipment - 10% - 33% per annum Motor vehicles - 20% - 30% per annum 1.5 Stocks Stocks are valued at the lower of cost and net realisable value. 1.6 Deferred taxation Provision is made in full for all taxation deferred in respect of timing differences that have originated but not reversed by the balance sheet date. Deferred tax assets are recognised to the extent that it is more likely than not that they will be recovered. 1.7 Leasing and hire purchase Assets held under finance leases or being obtained under hire purchase contracts are capitalised in the balance sheet and depreciated over their useful economic lives, interest being charged to the profit and loss account over the period of the agreement. Operating lease rentals are charged to the profit and loss account as incurred. 1.8 Pensions The Company operates a defined contribution scheme. Contributions to this scheme are charged to the profit and loss account, as they are incurred in accordance with the rules of the scheme. 1.9 Employee share ownership trust The Company operates an employee share ownership trust. Contributions to this trust are charged to the profit and loss account on an accruals basis. 1.10 Investments (i) Subsidiary Undertakings Share in subsidiaries are valued at cost less provision for permanent impairment. (ii) Associated undertakings Investments in associates are stated at the amount of the company's share of net assets. The consolidated profit and loss account includes the company's share of the associated companies' profits after taxation using the equity accounting basis. (iii) Joint venture undertakings Investments in joint ventures are stated at the company's share of net assets. The company's share of the profits or losses of the joint ventures is included in the consolidated profit and loss account using the equity accounting basis. This accounting treatment is not in line with the requirements of Financial Reporting Standard 9, Associates and joint ventures, which requires the adoption of the gross equity accounting basis. There is no material effect to the reported figures as a result of this departure. (iv) Other investments Investments held as fixed assets are shown at cost less provisions for their permanent impairment. 2. OPERATING PROFIT The Operating profit is stated after charging: As restated 2004 2003 Â£000 Â£000 Amortisation - intangible fixed assets 249 161 Depreciation of tangible fixed assets: - owned by the company 825 869 - held under finance leases 203 162 Auditors' remuneration 35 29 Auditors' remuneration - non-audit 20 18 Operating lease rentals: - other operating leases 48 113 Directors emoluments 508 492 Exceptional administrative expense - 585 ==== ==== Auditors fees for the Company were Â£28,000 (2003: Â£23,000) 3. DIVIDENDS AND EARNINGS PER SHARE As restated 2004 2003 Â£000 Â£000 391 331 ======== ======== Total dividends proposed The proposed dividend is as recommended in the directors report at a rate of 4.5 pence net per 25p ordinary share (2003: 4.25 pence net per 25p ordinary share). Fully diluted earnings per share figures are presented below in addition to the basic and diluted earnings per share figures required to be reported under Financial Reporting Standard 14, Earnings per share. In the opinion of the directors such figures are relevant to the understanding of the financial position of the Group in the light of the convertible loanstock. The fully diluted earnings per share figures may be reconciled to the diluted earnings per share figures after taking into account the different weighting apportionments involved. Basic earnings per share Diluted earnings per share Fully diluted earnings per share 2004 2003 2004 2003 2004 2003 Â£000 Â£000 Â£000 Â£000 Â£000 Â£000 Earnings attributable to shareholders 1,860 1,252 1,882 1,252 1,882 1,252 Weighted average number of shares in issue during the year 8,166 7,666 9,354 9,034 12,077 9,767 Earnings per ordinary 25p share 23 16 20 14 16 13 ====== ====== ====== ====== ====== ====== Comparative share numbers above have been restated to allow for the share split from one single ordinary Â£1 share to four ordinary 25p shares. 4. INTANGIBLE FIXED ASSETS Intangible fixed assets represent purchased Goodwill which is being amortised over the estimated life of each transaction. In accordance with Financial Reporting Standard 7, Fair values in acquisition accounting, a revised fair value assessment has been made as at 31st October 2004 of the purchase consideration for the Eifionydd Farmers transaction. This reassessment is required due to the consideration being in the form of convertible loanstock, the fair value of which fluctuates with the price of the Company's shares until the loanstock is actually converted into ordinary shares in the Company. The conversion period is 1st September 2005 to 31st August 2006. The revised fair value has created an additional goodwill asset of Â£2,644,000, which has been amortised in this period by Â£132,200. An equivalent adjustment has been made to the Loanstock Redemption Reserve 5. NET CASH FLOW FROM OPERATING ACTIVITIES 2004 2003 Â£000 Â£000 Operating profit 2,583 1,897 Associated undertaking results (167) (229) Amortisation of intangible fixed assets 249 160 Depreciation of tangible fixed assets 1,028 1,031 Increase in stocks (790) (579) Increase in debtors (2,981) (1,368) Increase in creditors 206 3,571 ---- ---- NET CASH INFLOW FROM OPERATIONS 128 4,483 ======== ======== 6. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT 2004 2003 Â£000 Â£000 RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 88 14 Interest paid (177) (63) Hire purchase interest (52) (33) Dividends received 27 - ---- ---- NET CASH OUTFLOW FROM RETURNS ON INVESTMENTS AND SERVICING OF FINANCE (114) (82) ========== ========= 2004 2003 Â£000 Â£000 CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT Purchase of intangible fixed assets (63) (74) Purchase of tangible fixed assets (902) (1,786) Proceeds from sale of tangible fixed assets 40 56 Purchase of investments (50) (139) Proceeds from sale of investments 294 - ---- ---- NET CASH OUTFLOW FROM CAPITAL EXPENDITURE (681) (1,943) ========== ============ 2004 2003 Â£000 Â£000 ACQUISITIONS AND DISPOSALS Purchase of subsidiary undertaking - (492) Legal fees re acquisition - (20) Net overdrafts acquired with subsidiary and other acquisitions - (93) ---- ---- NET CASH OUTFLOW FROM ACQUISITIONS AND DISPOSALS - (605) ====== ====== 2004 2003 Â£000 Â£000 FINANCING Issue of ordinary shares 1,258 184 Repayment of loans (190) (442) Capital element of finance lease repayments (263) (215) ---- ---- NET CASH INFLOW/(OUTFLOW) FROM FINANCING 805 (473) ======== ======== 7. ANALYSIS OF CHANGES IN NET DEBT Other non-cash 1 November Cash flow changes 31 October 2003 2004 Â£000 Â£000 Â£000 Â£000 Cash at bank and in hand: 1,903 (628) - 1,275 Bank overdraft (496) (113) - (609) ---- ---- ---- ---- 1,407 (741) - 666 DEBT : Finance leases (490) 263 (394) (621) Debts due within one year (1,515) (12) (57) (1,584) Debts falling due after more than one year (290) 202 - (88) --------- ------- ----- -------- NET DEBT (888) (288) (451) (1,627) ========== ========== ========== ============ 8. ANNUAL REPORT The annual report and financial statements will be posted to shareholders in February 2005. Further copies will be available after that date from the Company Secretary, Wynnstay Group plc, Eagle House, Llansantffraid, Powys SY22 6AQ. 9. ANNUAL GENERAL MEETING The Annual General Meeting of Wynnstay Group plc will be held at The Lord Hill Hotel, Shrewsbury on the 22 March 2005 at 11.45am. This information is provided by RNS The company news service from the London Stock Exchange

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