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W.H. Ireland Group (WHI)

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Wednesday 29 August, 2001

W.H. Ireland Group

Interim Results

W.H. Ireland Group PLC
29 August 2001


           W.H. Ireland Group plc ('W.H. Ireland' or the 'Company')


                  Proposed acquisition of Readycount Limited



          Interim Results for the six month period ended 31 May 2001



                   Proposed reorganisation of share capital

                  and Notice of Extraordinary General Meeting


29 August 2001


                                  KEY POINTS


*        Turnover of £3,780,000 (2000: £5,592,000)


*        Profit before tax of £390,000 (2000: £1,675,000)


*        Dividend of 1.0p (0.5p)


*        Fees and commissions earned on placing and broking up four-fold


*        Joint venture operation in Sydney, Australia performing satisfactorily
         - group now broker to four Australian companies


*        New office opened in Cardiff and London office transferred to larger
         premises. New office in Burnley to be opened in September, taking total
         of UK offices to nine


*        NOMAD status gained on 1 August which will assist in the development
         of corporate finance activities


                                    PART 1



Terms and definitions used in this announcement are set out in the circular
sent to Shareholders of W.H. Ireland today.


Introduction


The Company announces today the terms of a proposed acquisition of the entire
issued ordinary share capital of Readycount.


Readycount was formed on 27 February 1996 to facilitate the acquisition of W.H.
Ireland Limited from Davenham Group plc. The acquisition was completed in May
1996 and Readycount acquired 71.14 per cent. of the issued share capital of
W.H. Ireland Limited.  In July 2000, the Company acquired 100 per cent. of the
issued share capital of W.H. Ireland Limited by way of a share for share
exchange. Following this, and as a consequence of this acquisition, Readycount
owned 35.71% of the Ordinary Shares then in issue.


Following Initial Admission, Readycount held and continues to hold 32.43 per
cent. of the Existing Ordinary Shares with the balance held by directors and
employees of the Group and outside investors. Readycount is wholly owned by
three shareholders, being the Chief Executive, the Chairman and the Managing
Director of W.H. Ireland.


Interim Results


The Company today announced its interim results for the six months ended 31 May
2001. Profit before taxation for this period was £390,000 (2000: £1,675,000) on
turnover of £3,780,000 (2000: £5,592,000). Basic earnings per share for the
period were 1.96p (2000: 9.45p) and the Directors propose the payment of an
interim dividend of 1p per share (2000: 0.5p) to those Shareholders on the
register of members on 5 October 2001. It is proposed to pay such dividend on
26 October 2001.



The full text of this announcement is set out later in Part 2 of this
announcement.


Background to and reasons for the Acquisition


The fact that Readycount's shareholders consist of both executive and non
executive directors of W.H. Ireland does not conform with the recommendations
of the Combined Code on corporate governance which lays considerable emphasis
on the importance of the non-executive directors being independent of the
executive directors.



The Directors believe that the current ownership structure of the Company could
be perceived by certain potential investors as not conducive to creating a
fully liquid market in its shares. This is in part due to the significant block
holding of shares held by Readycount, which while not enabling it to fully
control W.H. Ireland does enable Readycount to block special resolutions of
W.H. Ireland, thereby limiting the latter's ability to undertake substantial
transactions without the support of Readycount.



The Directors consider that this could make W.H. Ireland less attractive as a
potential investment to certain classes of investor in the market and could
also lead to the need to obtain the backing of Readycount in the event of the
need to obtain lines of finance at some point in the future.



These issues could lead to differences arising in the future between Readycount
and other Shareholders, which would not be in the best interest of
Shareholders.


Accordingly, the Independent Directors have considered various methods of
dealing with this position available to the Company and believe the Acquisition
is the most viable method. On the basis of advice received, the Independent
Directors believe that, save for the associated cost to the Company of the
Proposals (which are set out in Part 4 of the document sent to Shareholders
today), the Proposals will have no significant effect on the Group's net asset
value or earnings per share.


Information on W.H. Ireland


W.H. Ireland offers a comprehensive range of stockbroking services including
discretionary portfolio management, advisory portfolio management and a
professional intermediary service, together with advisory and execution only
dealing services.  It also provides a range of financial services and W.H.
Ireland Limited currently acts as broker to 20 companies either listed on the
London Stock Exchange or traded on AIM.


The Group and its employees seek to provide a personal service tailored to the
needs of each client.  It has eschewed setting up an independent execution-only
dealing service preferring instead to position itself as an advisory broker
with a range of products and services to offer its clients.


Information on Readycount


Readycount was formed on 27 February 1996, to facilitate the purchase of W.H.
Ireland Limited from Davenham Group plc. The acquisition was completed in May
1996 and Readycount acquired 71.14 per cent. of the issued share capital of
W.H. Ireland Limited. In July 2000, the Company acquired 100 per cent. of the
issued share capital of W.H. Ireland Limited by way of a share for share
exchange. At the time of this acquisition, Readycount owned  35.71 per cent. of
the Ordinary Shares then in issue.


Following Initial Admission, Readycount held and continues to hold 32.43 per
cent. of the Existing Ordinary Shares with the balance held by directors and
employees of the Group and outside investors. Readycount is wholly owned by
three shareholders, being the non-executive Chairman, the Chief Executive and
the Managing Director of W.H. Ireland.


The latest audited financial statements of Readycount are set out in Part 3 of
the document sent to Shareholders today.  Readycount's principal asset is the
Readycount Holding.  Prior to Initial Admission, it provided the services of
the Readycount Shareholders to W.H. Ireland Limited in return for fees and
commissions, but this arrangement terminated on Initial Admission.  Since 31
December 2000, all of its listed investments (other than the Readycount
Holding) have been disposed of.


Terms of the Acquisition


Under the Acquisition Agreement, the Company has conditionally agreed to
acquire the entire issued share capital of Readycount from the Readycount
Shareholders, to be satisfied by the issue of the New Ordinary Shares.  The
Acquisition is conditional upon the passing of the Resolutions and Admission.
Further details of the Acquisition Agreement are set out in paragraph 4.2 of
Part 4 of the document sent to Shareholders today.


Reorganisation of share capital


Readycount currently holds 4,526,660 Ordinary Shares and, as noted above, the
Company is to issue 4,526,660 New Ordinary Shares to the Readycount
Shareholders.  In order that the interests of the other Shareholders in the
Company's equity share capital are not adversely affected, the Readycount
Holding is, with the agreement of Readycount, to be converted into 4,526,660
Deferred Shares. These Deferred Shares will have no voting or dividend rights
and only limited rights on a return of capital.  The rights and restrictions
which are to attach to the Deferred Shares are set out in full in resolution 4
in the notice of the EGM at the end of the document sent to Shareholders today.
The Readycount Holding will cease to be traded on AIM and no application will
be made for the Deferred Shares to be traded on AIM.




Dealing arrangements


Application will be made for New Ordinary Shares to be admitted to trading on
AIM. It is expected that trading in the New Ordinary Shares will commence on 25
September 2001.


Extraordinary General Meeting


A notice of an Extraordinary General Meeting to be held at 11.00am on 24
September 2001 is set out at the end of the document sent to Shareholders
today.  The following resolutions will be proposed:


1.         to approve the Acquisition (to be proposed as an ordinary
           resolution);


2.         to increase the Company's authorised share capital by £225,000,
           being 4,500,000 Ordinary Shares (which is approximately the number
           of the New Ordinary Shares being issued) (to be proposed as an
           ordinary resolution);


3.         to authorise the Directors under section 80 of the Act to allot the
           authorised but unissued share capital of the Company (to be
           proposed as an ordinary resolution);


4.         to convert the Readycount Holding into Deferred Shares and to make
           the appropriate alterations to the Company's articles of association 
           (to be proposed as a special resolution); and


5.         to disapply the pre-emption powers of section 89 of the Act for
           certain limited purposes (to be proposed as a special resolution).


Recommendation


The Independent Directors, who have been so advised by Altium Capital, consider
the Proposals to be fair and reasonable so far as Shareholders are concerned.
In providing advice to the Independent Directors, Altium Capital has taken into
account the commercial assessments of the Independent Directors. Accordingly,
the Independent Directors unanimously recommend you to vote in favour of the
Resolutions to be proposed at the EGM, as they intend to do in respect of their
own beneficial holdings amounting to in aggregate 3,806,020 Ordinary Shares,
representing  27.26 per cent. of the Existing Ordinary Shares.


Neither Readycount Limited in respect of the Readycount Holding nor any of the
Readycount Shareholders in respect of their personal holdings of, in aggregate,
176,700 Ordinary Shares, nor their personal pension scheme in respect of it's
holding of 275,000 Ordinary Shares (representing, in aggregate, 35.66 per cent.
of the Existing Ordinary Shares) will exercise the votes attaching to such
shares on the Resolutions.


Enquiries:


W.H. Ireland Group plc                                  0161 832 6644
Derek Ashford, Finance Director


Biddicks                                                020 7448 1000
Katie Tzouliadis / Kathryn Burn






                                 PART 2



          W.H. Ireland Group plc ('W.H. Ireland' or 'the Company')





 Interim Results of W.H. Ireland Group plc for the six months period ended 31
         May 2001 and the proposed acquisition of Readycount Limited.





W.H. Ireland, the financial services group, is pleased to announce its interim
results for the six months ended 31 May 2001 and the proposed acquisition of
Readycount Limited.



Profit before taxation for the six months ended 31 May 2001 was £390,000
(2000: £1,675,000) on turnover of £3,780,000 (2000: £5,592,000).  Basic
earnings per share for the period were 1.96p (2000: 9.45p).  The Directors
propose the payment of an interim dividend of 1p per share (2000: 0.5p) to
those shareholders on the register on 5 October 2001. All quoted or publicly
traded securities, including the Company's investment in the London Stock
Exchange plc, held as investments have been revalued in the Company's balance
sheet at market value as at 31 May 2001.  Accordingly, net assets per share,
at that date, stood at 60.1p.



I commented in my statement to shareholders at the Company's Annual General
Meeting that trading conditions across the industry in the first quarter of
our financial year had been difficult and that levels of activity in the
immediate future were likely to remain lower than the corresponding period
last year leading to significantly lower profitability in the core
stockbroking activity in the first six months of the current year.  This was,
indeed, the case.  However, I am pleased to report that we have continued to
make good progress in a number of areas, most significantly in our corporate
finance activities.



A successful move to larger London premises was completed in March and
discussions continued with regard to the recruitment of additional private
client executives and the opening of further regional offices. Since the
half-year end, we have opened a new branch in Cardiff to complement our
existing office in Colwyn Bay.  It is also planned, during September, to open
a further office in Burnley which will bring the total number of UK offices to
nine.





Funds under management in Personal Equity Plans and Individual Savings
Accounts stood at £68.4m at the end of the period, an increase of more than 5
per cent. at the same point in the previous year despite lower market levels.
The establishment of a financial services team in May should lead to
increasing fee income in this area.



In the period under review, corporate broking and placing fees increased by
nearly four-fold and accounted for almost 20 per cent. of turnover.  W. H.
Ireland Limited ('WHI') was involved in six transactions during the period,
culminating in acting as broker to AuIron Energy Limited in its £20m Rights
Offer.





In July, WHI completed a £3.9m fundraising for Virotec International Limited,
an Australian environmental company, quoted on the Australian Stock Exchange,
which markets and distributes a green technology which neutralises acid and
extracts heavy metals from toxic water, on its admission to AIM.  It is now
broker to four Australian companies and is in discussions with several
companies who are actively seeking an AIM quotation.



On 1 August, we announced that WHI had been appointed to the Register of
Nominated Advisers of the Alternative Investment Market of the London Stock
Exchange ('AIM'), being only the second addition to the Register this year and
one of only a handful of Nominated Advisers based outside London.  The firm
currently acts as broker to 20 companies either quoted on the Official List of
the UK Listing Authority or trading on AIM.  Nominated Adviser status will
enable WHI to capitalise on its network of corporate connections, both in the
UK and overseas.  In particular, we are looking to maximise the potential of
our relationships in Australia through our joint venture based in Sydney.  WHI
is currently looking to be appointed as nominated adviser to a number of
companies both in the UK and Australia.



WHI has conditionally agreed to acquire Readycount Limited, a company formed
to facilitate the purchase, in May 1996, of the 71.14 per cent. holding of
Davenham Group plc in WHI.  Following the acquisition by the Company of WHI in
July 2000, Readycount owned 35.71 per cent. of the ordinary shares then in
issue.  Readycount is wholly owned by myself, Laurie Beevers and David
Youngman who are also Non-Executive Chairman, Chief Executive and Managing
Director, respectively, of WHI. The acquisition is subject to the approval of
shareholders at an extraordinary general meeting. Further details of which are
set out in a circular being posted to shareholders today.



With lower volumes pertaining in the stock market it is difficult to predict
future trading patterns and consequently the group's performance. I am,
however, pleased with the strategic developments which are taking place in the
group that I am sure will lead to a stronger group in the longer term.



I would like to thank all my colleagues and staff for their contribution and
loyalty throughout the period.



                                                            Sir David Trippier
                                                        Non-executive Chairman
                                                                29 August 2001


                            W.H. IRELAND GROUP plc

                INTERIM RESULTS FOR THE SIX MONTH PERIOD ENDED

                                 31 MAY 2001





PROFIT & LOSS ACCOUNT




                                          Unaudited    Unaudited        Audited
                                           6 months     6 months      12 months
                                              ended        ended          ended
                                        31 May 2001  31 May 2000    30 November
                                                                           2000
                                              £,000        £,000          £,000

Turnover                                      3,780        5,592          9,561

Commissions payable and settlement            (584)      (1,326)        (2,199)
fees
Administration expenses                     (2,874)      (2,467)        (4,893)
                                         ----------   ----------     ----------
Operating profit before bonuses                 322        1,799          2,469

Bonuses                                       (145)        (320)          (651)
                                         ----------   ----------     ----------
Operating Profit                                177        1,479          1,818

Interest receivable                             260          234            538
Interest payable                               (47)         (38)          (117)
                                         ----------   ----------     ----------
Profit on ordinary activities before            390        1,675          2,239
taxation

Taxation                                      (119)        (503)          (683)
                                         ----------   ----------     ----------
Profit on ordinary activities after             271        1,172          1,556
taxation
Dividend proposed and paid                    (140)         (62)          (248)
                                         ----------   ----------     ----------
Retained Profit                                 131        1,110          1,308
                                         ----------   ----------     ----------




Earnings per share (unaudited)
- Basic                                       1.96p        9.45p         12.59p
- Diluted                                     1.87p        9.45p         11.90p

Dividends per share                            1.0p         0.5p          1.83p





BALANCE SHEET


                                  Unaudited      Unaudited              Audited
                                31 May 2001    31 May 2000     30 November 2000
                                                  Restated             Restated
                                                                    (Unaudited)
                                      £,000          £,000                £,000

Fixed Assets
Intangible Assets                       435            456                  448
Tangible Assets                         788            478                  626
Investments                           3,880             85                2,767
Investment in Joint Venture              58              -                   58
                                 ----------     ----------           ----------
                                      5,161          1,019                3,899
                                 ----------     ----------           ----------
Current Assets
Debtors                              53,409         68,740               41,361
Investments                              45            120                   50
Cash at bank and in hand              5,553          3,009                6,523
                                 ----------     ----------           ----------
                                     59,007         71,869               47,934
Creditors due within one year      (54,722)       (68,607)             (43,570)
                                 ----------     ----------           ----------
Net Current Assets                    4,285          3,262                4,364
                                 ----------     ----------           ----------

Creditors due after one year        (1,060)        (1,034)              (1,060)

                                 ----------     ----------           ----------
                                      8,386          3,247                7,203
                                 ----------     ----------           ----------

Share Capital                           698            620                  698
Share Premium Account                 1,056            657                1,056
Other Reserves                          753              -                  753
Revaluation Reserve                   3,580              -                2,528
Retained Profits                      2,299          1,970                2,168
                                 ----------     ----------           ----------
                                      8,386          3,247                7,203
                                 ----------     ----------           ----------


Net assets per share                 60.07p         26.18p              51.60p








SUMMARISED CASH FLOW STATEMENT




                                     Unaudited           Unaudited      Audited
                                      6 months   6 months ended 31    12 months
                                         ended            May 2000        ended
                                        31 May                      30 November
                                          2001                             2000
                                         £'000               £'000        £'000

Cash flow from operating activities      (325)               2,192        3,402
Returns on investments and
servicing of finance                       226                 196          424
                                           
Taxation paid                            (370)                   -        (215)
Capital expenditure and financial        (303)               (462)        (428)
investment
Equity dividends paid                    (186)                (62)         (62)
Financing                                 (12)                 861        1,793
                                    ----------          ----------   ----------
(Decrease)/Increase in cash              (970)               2,725        4,914
                                    ----------          ----------   ----------









STATEMENT OF RECOGNISED GAINS AND LOSSES


                                    Unaudited         Unaudited         Audited
                                     6 months    6 months ended       12 months
                                        ended       31 May 2000           ended
                                  31 May 2001          Restated     30 November
                                                                           2000
                                                                       Restated
                                                                    (Unaudited)
                                        £'000             £'000           £'000

Profit for the year                       131             1,110           1,308
Unrealised gains on Investments         1,052                 -           2,528
                                   ----------        ----------      ----------
                                        1,183             1,110           3,836
                                   ----------        ----------      ----------




NOTES



1) The interim report, which is the responsibility of the directors and has
not been audited, was approved by the directors on 28 August 2001.



2) The figures for the six months ended 31 May 2001 have been prepared using
the same accounting policies as for the year ended 30 November 2000 and the
six months ended 31 May 2000 except for a change in the reporting of Fixed
Asset Investments. Previously these were stated at historic cost, but now all
quoted or publicly traded securities are stated at market value, but where
there is no available quote for a particular investment, it is stated at
historic cost. The comparable figures for 30 November 2000 and 31 May 2000
have been restated to reflect the position as if this accounting policy had
been consistent throughout the period and as such are unaudited in their new
form. This has resulted in an increase in reported net assets of nil for the
six month period ended 31 May 2000, and £2.528 million for the year ended 30
November 2000.



3) The Company has no current plans to sell any of its Fixed Asset
Investments, but should they be sold at the re-valued amount included in the
Balance Sheet at 31 May 2001, tax of approximately £1,074,000 would be
payable.



4) These unaudited interim financial statements do not constitute statutory
accounts. They have however, been reviewed by the auditors whose report is
included. The figures for the year ended 30 November 2000 have been extracted
from the audited accounts for that year except for the restatement of Fixed
Asset Investments outlined above. The comparative figures for the financial
year ended 30 November 2000 are not the company's statutory accounts for that
year. Those accounts have been reported on by the company's auditors and
delivered to the Registrar of Companies. The report of the auditors was
unqualified and did not contain a statement under section S237(2) or (3) of
the Companies Act 1985.



5) A final dividend for the year ended 30 November 2000 of 1.33p per share
costing £185,667 was paid on 26 April 2001. It is proposed that an interim
dividend for the year ending 30 November 2001 of 1p per share costing £139,599
be paid on 26 October 2001 to shareholders on the register on 5 October 2001.



6) The basic earnings per share has been calculated by dividing the profit on
ordinary activities after taxation for the period by the weighted average
number of shares in issue during the period 13,833,961 (six months to 31 May
2000: 12,402,250, and year ended 31 November 2000: 12,353,376). Diluted
earnings per share is the basic earnings per share adjusted for the effect of
the conversion into fully paid shares of the weighted average number of all
share options and warrants outstanding during the year. The additional
weighted average number of shares used for the diluted calculation is 697,643
(six months to 31 May 2000: nil, and year ended 30 November 2000: 722,674).







INDEPENDENT REVIEW REPORT BY KPMG AUDIT PLC



Introduction



We have been instructed by W.H. Ireland Group plc (the 'Company') to review
the financial information which comprises Profit and Loss Account, Balance
Sheet, Summarised Cash Flow Statement, Statement of Recognised Gains and
Losses and Notes 1 to 6 and we have read the other information contained in
the interim report and considered whether it contains any apparent
misstatements or material inconsistencies with the financial information.



Directors' responsibilities



The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors of the Company.



Review work performed



We conducted our review in accordance with guidance contained in Bulletin 1999
/4: Review of interim financial information issued by the Auditing Practices
Board. A review consists principally of making enquiries of Group management
and applying analytical procedures to the financial information and underlying
financial data and, based thereon, assessing whether the accounting policies
and presentation have been consistently applied unless otherwise disclosed. A
review is substantially less in scope than an audit performed in accordance
with Auditing Standards and therefore provides a lower level of assurance than
an audit. Accordingly we do not express an audit opinion on the financial
information.



Review conclusion



On the basis of our review, we are not aware of any material modifications
that should be made to the financial information as presented for the six
months ended 31 May 2001.





KPMG Audit Plc
Chartered Accountants
Registered Auditor



Date: 29 August 2001