Preliminary Results

Wynnstay Properties PLC 20 June 2000 WYNNSTAY PROPERTIES PLC ('the Company' or 'Wynnstay') PRELIMINARY RESULTS FOR THE YEAR ENDED 25 MARCH 2000 CHAIRMAN'S STATEMENT I am pleased to report a year of solid achievement and a set of excellent results for your Company: Profit before exceptional items and taxation up 45.1% to £520,673 (£358,737) Net asset value per share up 5.3% to 218p (207p) Earnings per share up 16.7% to 12.6p (10.8p) Recommended total dividend up 6.2% to 6.0p per share(5.65p) During the year, we have continued to pursue the strategy outlined to you in last year's report of disposing of a number of properties with a view to reinvesting funds in new investments where the principal emphasis will be on securing longer term asset growth. To this end, we disposed of our two remaining trading properties at Colchester and Chelmsford. In my report to you at the half year, I explained the unexpected difficulties that we had experienced during the latter stages of an exciting retail development on the Colchester site. We therefore decided it was prudent to make a substantial provision against the value of the site. In the event, we were able subsequently to effect a sale at a price that was substantially over the value as written down at the interim stage. In addition, we were successful in securing a sale at a figure well in excess of book value for our retail premises at Chelmsford. During the year, we also disposed of two of our three retail properties at Swindon. These sales were achieved at auction last December where the prices realised were slightly below book value. Since the year end, we have instructed local agents to market the third property. Based on offers received, the sale price achievable appears likely to be substantially in excess of both its current book value and the highest offer made at auction when it failed to reach its reserve. These disposals reduced the Company's net gearing to 85%. Our unutilised borrowing facilities together with available cash deposits provide us with substantial funds for investment in appropriate properties where, as I have explained previously, our strategy is to invest a greater proportion in industrial premises in central southern England. At the half-year, I reported on our acquisition of a modern well-let industrial property of over 11,000 square feet at Aldershot. We have also considered a number of other potential investments but in a very competitive market where there is a dearth of suitable properties, none thus far have met our criteria. It is pleasing to note the improvement since last year in the value of our industrial investments as determined by our valuers, Messrs Chesterton, which rose by 5.6% whilst the total value of the investment portfolio increased to £13,050,000. Values were again adversely affected by the further increases in stamp duty announced in the March Budget. We are progressively improving and re-orientating the property portfolio and the Board remains determined to grow the Company further. In my letter to shareholders dated 18th April I explained that your Board had been examining ways in which the Company could be repositioned thereby attracting a more favourable rating than currently applies. I also commented that I had recently spent considerable time in discussions with several parties and that certain of these were continuing with the principal objective of improving shareholder value. I will, of course, write to you again should these reach a stage where your Board is in a position to make a recommendation to shareholders. Our profits for the year benefited significantly from the lower prevailing interest rates compared with the previous year and by continuing to pay careful attention to containing property and administration costs, which showed only a minimal increase of 1.4% this year compared with 1999. Although interest rates began to rise during the final months of the year, it does not appear that they will reach the 7.5% level last seen in 1998. Indeed, at the time of writing, some commentators are suggesting that rates may be approaching their peak in the current cycle. Longer term, rates will no doubt be influenced by events in Europe and the UK Government's attitude to joining EMU. In summary, we have entered the present year in a stronger position and we shall continue to pursue opportunities in order to provide longer term benefits for all shareholders. Despite my personal efforts to maintain an open dialogue with Panther Securities PLC, shortly after the year end this shareholder requisitioned an Extraordinary General Meeting, appealing to you over the heads of your Directors to support its own agenda including, inter alia, the liquidation of the entire property portfolio and a fundamental change in the nature of your Company. It was especially gratifying that so many shareholders took the time and trouble to register their votes and, as a result, valid proxies were cast for no less than 87% of the shares in issue - and this figure would have been 91.5% but for the fact that further shares, all voted in favour of the Board, were received too late for inclusion. The results of the poll, as circulated to shareholders, represented an overwhelming rejection of Panther's proposals. My sincere hope for the future is that having been defeated on three occasions, they will heed the wishes of the large majority of shareholders and pursue a more positive and constructive stance towards the Wynnstay Board. One way of doing so would be to support the Special Resolution we have again included in the Notice of Meeting which, if approved, would enable the Company to purchase its own shares. As I explained in my statement last year, this arrangement is one now commonly adopted by many quoted companies, including Panther and others in the property sector, with a view to improving net asset value and earnings per share. I know that Panther's opposition to this resolution last year caused considerable concern amongst a number of shareholders. I look forward to seeing as many shareholders as possible at the Annual General Meeting to be held on 27th July 2000 but please note that due to refurbishment currently in progress at The Royal Automobile Club they have cancelled all bookings during this period. We have therefore transferred this year's meeting to the Royal Air Force Club, 128 Piccadilly, London W1, the previous venue for our meetings over a number of years. Shareholders might also like to note that next year's meeting will be held on 26th July 2001. Finally, I would like to pay tribute to our small team of full-time staff. They have worked tremendously hard throughout the year and continue to devote their unstinted effort towards improving and growing the Company for your benefit. Philip G. H. Collins Chairman WYNNSTAY PROPERTIES PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT YEAR ENDED 25TH MARCH 2000 2000 1999 £ £ Gross Rental Income 1,424,475 1,341,647 Fees and Commissions 18,249 22,579 Sales of Trading Properties 590,000 - ------------ ------------ 2,032,724 1,364,226 Cost of Sales of Trading 595,070 - Properties Property Outgoings 56,705 62,063 ------------ ------------ 1,380,949 1,302,163 Administration and Other Costs 383,558 372,151 ------------ ------------ OPERATING PROFIT 997,391 930,012 Finance Costs (Net) 476,718 571,275 ------------ ------------ PROFIT ON ORDINARY ACTIVITIES BEFORE EXCEPTIONAL ITEMS AND 520,673 358,737 TAXATION Exceptional Items (20,611) 40,898 ------------ ------------ PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 500,062 399,635 Taxation on Profit from Ordinary Activities 102,808 58,498 ------------ ------------ PROFIT AFTER TAXATION ATTRIBUTABLE TO ORDINARY 397,254 341,137 SHAREHOLDERS Appropriations: Dividends per share Interim Paid:1.80p 1999:1.70p 56,795 53,639 Final Payable:4.20p 1999:3.95p 132,521 124,633 ------------ ------------ Total:6.0p 1999:5.65p 189,316 178,272 ------------ ------------ RETAINED PROFIT FOR THE FINANCIAL YEAR Wynnstay Properties PLC 170,125 110,352 Subsidiary Companies 37,813 52,513 ------------ ------------ 207,938 162,865 ============ ============ BASIC AND DILUTED EARNINGS PER 12.6p 10.8p SHARE NORMALISED EARNINGS PER SHARE 13.4p 9.6p STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 2000 1999 £ £ Profit for the Financial Year after Taxation 397,254 341,137 Unrealised Surplus on Revaluation of Investment 146,206 303,043 Properties ------------ ------------ Total Recognised Gains and Losses for the Year 543,460 644,180 ============ ============ NOTE OF HISTORICAL COST PROFITS AND LOSSES PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 500,062 399,635 Realisation of Property Revaluation Gains on Previous 125,247 687,052 Years ------------ ------------ Historical Cost Profit on Ordinary Activities before 625,309 1,086,687 Taxation ============ ============ Historical Cost Profit for the Year Retained after Taxation and Dividends 333,185 849,917 ============ ============ WYNNSTAY PROPERTIES PLC CONSOLIDATED BALANCE SHEET AT 25TH MARCH 2000 2000 1999 £ £ FIXED ASSETS Tangible Assets 13,089,548 12,348,279 Investments 52,641 51,677 ---------- ----------- 13,142,189 12,399,956 ---------- ----------- CURRENT ASSETS Trading Properties at Directors' Valuation - 570,000 Debtors 351,429 112,735 Cash at Bank and in Hand 601,863 229,667 ---------- ----------- 953,292 912,402 CREDITORS: Amounts falling due within one year (731,973) (558,293) ---------- ----------- NET CURRENT ASSETS 221,319 354,109 ---------- ----------- TOTAL ASSETS LESS CURRENT LIABILITIES 13,363,508 12,754,065 CREDITORS: Amounts falling due after more than one (6,481,956) (6,226,657) year ---------- ----------- NET ASSETS 6,881,552 6,527,408 ========== =========== CAPITAL AND RESERVES: SHARE CAPITAL 788,817 788,817 RESERVES Capital Redemption Reserve 204,528 204,528 Share Premium Account 1,135,249 1,135,249 Capital Reserve 151,400 151,400 Revaluation Reserve 2,362,641 2,341,682 ---------- ----------- Non-Distributable Reserves 3,853,818 3,832,859 Distributable Reserves 2,238,917 1,905,732 ---------- ----------- EQUITY SHAREHOLDERS' FUNDS 6,881,552 6,527,408 ========== =========== WYNNSTAY PROPERTIES PLC CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 25TH MARCH 2000 2000 1999 £ £ CASH FLOW FROM OPERATING 1,335,337 1,009,051 ACTIVITIES ----------- ----------- RETURNS ON INVESTMENT AND SERVICING OF FINANCE Dividends Received 66 56 Interest Received 18,489 10,497 Interest Paid (402,783) (715,022) ----------- ----------- NET CASH (OUTFLOW) FROM RETURNS ON INVESTMENT AND SERVICING OF (384,228) (704,469) FINANCE ----------- ----------- Taxation Paid (27,963) (62,624) Taxation Refunded 534 31,283 ----------- ----------- (27,429) (31,341) ----------- ----------- CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT Purchase Of Tangible Fixed Assets (787,934) - Disposal Of Tangible Fixed Assets 163,489 844,093 Purchase Of Sinking Fund Policy (910) (910) Premium Costs Relating To Aborted Merger Negotiations - (8194) ----------- ----------- NET CASH (OUTFLOW)/INFLOW FROM INVESTING ACTIVITIES (625,355) 834,989 ----------- ----------- EQUITY DIVIDENDS PAID (181,428) (167,228) ----------- ----------- NET CASH INFLOW BEFORE FINANCING 116,897 941,002 FINANCING Drawdown of Bank Loan 764,747 - Repayment Of Bank Loan (509,448) (632,164) ----------- ----------- INCREASE IN CASH IN THE PERIOD 372,196 308,838 =========== =========== RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT Increase In Cash In The Period 372,196 308,838 Cash (Inflow)/Outflow From (Increase)/Decrease In Debt (255,299) 632,164 Financing ----------- ----------- Movement In Net Debt In The 116,897 941,002 Period NET DEBT AT 25TH MARCH 1999 (5,996,990) (6,937,992) ----------- ----------- NET DEBT AT 25TH MARCH 2000 (5,880,093) (5,996,990) =========== =========== NOTES 1. The financial information above does not constitute full accounts within the meaning of Section 240 Companies Act 1985 as amended (the 'Act'). Full accounts in respect of the year ended 25th March 1999, on which the auditors reported without qualification and which contained no statement under Section 237(2) or (3) of the Act, have been delivered to the Registrar of Companies. 2. Basic and diluted earnings per share have been calculated on profits after taxation attributable to shareholders of £397,254 (1999: £341,137) and on 3,155,267 ordinary shares being the weighted average number of shares in issue in both periods. Normalised earnings per share have been calculated on profits after taxation attributable to shareholders excluding exceptional items, of £423,512 (1999: £303,829) on the same weighted average 3,155,267 shares. 3. A final dividend of 4.20p (1999: 3.95p) per share is being recommended and will be paid on 1st August 2000 to shareholders on the register at the close of business on 14th July 2000. 4. The 2000 Annual Report & Financial Statements will be posted to shareholders shortly and copies may be obtained by writing to the Secretary, Wynnstay Properties PLC, Cleary Court, 21 St. Swithin's Lane, London EC4N 8AD.
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