Final Results - Year Ended 31 March 2000, Part 1
Peel Hldgs PLC
1 June 2000
PART 1
The preliminary announcement of the audited results of Peel Holdings p.l.c. for
the year ended 31st March 2000 was made today 1st June 2000.
Pre- Increase/
excepti Excepti
onal onal Total Total (decrease)
item item 2000 1999
2000 2000 £'000 £'000 from
£'000 £'000 last
year
£'000
Turnover 133,595 - 133,595 104,990 28,605
Profit/(loss) on ordinary 22,770 (60,688) (37,918) 18,530 (56,448)
activities before taxation
Tax on profit/(loss) on (2,399) - (2,399) (4,503) 2,104
ordinary activities
Minority interests (294) - (294) (933) 639
Profit/(loss) for the 20,077 (60,688) (40,611) 13,094 (53,705)
financial year
Basic earnings/(loss) per 24.29p (78.82)p (54.53)p 14.88p (69.41)p
ordinary share
Diluted earnings/(loss) per 23.52p (71.17)p (47.65)p 14.86p (62.51)p
ordinary share
Ordinary dividend 11.5p 10.00p 1.5p
Increas/
(decrease)
2000 1999
£'000 £'000 from
last
year
£'000
Shareholders' funds 821,377 839,813 (18,436)
Net assets 824,869 843,016 (18,147)
Fully diluted net assets per ordinary share 988p 965p 23p
The Board of Peel Holdings p.l.c. also announces today the proposed Tender
Offers by Credit Lyonnais Securities for ordinary shares at 700p per share and
convertible preference shares at 250p per share up to a maximum value of £80m
and purchase of shares by Peel Holdings p.l.c.
The summary details of the Tender Offers are contained in a separate
announcement made to the London Stock Exchange by the Company today, 1st June
2000.
APPENDED ARE:
(1) The Preliminary Announcement of the results to the London Stock Exchange.
(2) Extracts from the Chairman's Statement and the Operating and Financial
Review.
Peel Holdings p.l.c. and subsidiary undertakings
Preliminary announcement of the audited results
for the year ended 31st March 2000
Group Profit and Loss Account for the year ended 31st March 2000
Pre- Excepti
excep onal
tiona item Total
l (note 2000 1999
Note item 1) £'000 £'000
2000 2000
£'000 £'000
Turnover 133,595 - 133,595 104,990
Operating profit 86,895 - 86,895 64,087
Profit on disposal of fixed 1,646 - 1,646 3,644
assets
Profit on ordinary activities
before interest and taxation 88,541 - 88,541 67,731
Net interest payable (65,771) (60,688)(126,459) (49,201)
Profit/(loss) on ordinary 22,770 (60,688) (37,918) 18,530
activities before taxation
Tax on profit/(loss) on ordinary (2,399) - (2,399) (4,503)
activities
Profit/(loss) on ordinary 20,371 (60,688) (40,317) 14,027
activities after taxation
Minority interests (294) - (294) (933)
Profit/(loss) for the financial 20,077 (60,688) (40,611) 13,094
year
Dividends 2 (10,047) - (10,047) (9,335)
Retained profit/(absorbed loss)
for the financial year 10,030 (60,688) (50,658) 3,759
transferred to/(from) reserves
Basic earnings/(loss) per 3 24.29p (78.82)p (54.53)p 14.88p
ordinary share
Diluted earnings/(loss) per 3 23.52p (71.17)p (47.65)p 14.86p
ordinary share
Group Balance Sheet as at 31st March 2000
2000 1999
Note £'000 £'000
Fixed assets
Tangible assets
Investment properties 1,566,189 1,514,842
Other fixed assets 74,150 60,663
Investments 2,125 1,987
1,642,464 1,577,492
Current assets
Stocks 9,880 14,800
Debtors 25,046 27,746
Cash at bank and in hand 276,607 65,392
311,533 107,938
Creditors (amounts falling due within one year) (238,615) (146,998)
Net current assets/(liabilities) 72,918 (39,060)
Total assets less current liabilities 1,715,382 1,538,432
Creditors (amounts falling due after more than (880,480) (688,902)
one year)
Provisions and deferred income (10,033) (6,514)
Net assets 824,869 843,016
Financed by:
Consolidated capital and reserves 881,705 900,141
Shares held by Largs Limited in Peel Holdings (60,328) (60,328)
p.l.c.
Shareholders' funds 821,377 839,813
Equity minority interests 3,492 3,203
824,869 843,016
Fully diluted net assets per ordinary share 4 988p 965p
Group Cash Flow Statement for the year ended 31st March 2000
2000 1999
Note £'000 £'000
Cash flow from operating activities 5(a) 72,531 122,590
Returns on investments and servicing of finance 5(b) (71,340) (71,643)
(pre exceptional item)
Exceptional item 1 (43,457) -
Taxation (523) (5,637)
Capital expenditure and financial investment 5(c) (20,236) (150,639)
Equity dividends (7,709) (6,224)
Cash flow before use of liquid resources and (70,734) (111,553)
financing
Management of liquid resources (246,270) 8,631
Financing 5(d) 284,243 118,571
(Decrease)/increase in cash in the year (32,761) 15,649
Reconciliation of Cash Flow to movement in Net Debt
2000 1999
£'000 £'000
Movement in cash in the year (32,761) 15,649
Cash movement from management of liquid resources 246,270 (8,631)
Net movement in debt due within one year (10,177) 2,886
Net movement in debt due after more than one year (290,977) (137,368)
Translation and other non-cash adjustments (270) (462)
Change in net debt in the year (87,915) (127,926)
Net debt at 1st April 1999/1st April 1998 (655,265) (527,339)
Net debt at 31st March 2000/31st March 1999 (743,18 (655,265)
Statement of Total Recognised Group Gains
and Losses for the year ended 31st March 2000
2000 1999
£'000 £'000
(Loss)/profit for the financial year (40,611) 13,094
Other recognised gains and losses
Unrealised net surplus on revaluation of investment 52,312 164,782
properties
Foreign exchange adjustments 462 1,456
52,774 166,238
Total recognised net gains and losses for the 12,163 179,332
financial year
Reconciliation of Movements in Group
Shareholders' Funds for the year ended 31st March 2000
2000 1999
£'000 £'000
(Loss)/profit for the financial year (40,611) 13,094
Dividends (10,047) (9,335)
Other recognised gains and losses for the financial 52,774 166,238
year
Issue of shares 26 68
Purchase of own shares (20,578) (17,116)
Net (decrease)/increase in shareholders' funds (18,436) 152,949
Shareholders' funds at 1st April 1999/1st April 839,813 686,864
1998
Shareholders' funds at 31st March 2000/31st March 821,377 839,813
1999
Notes
1.Exceptional Item
To enable the refinancing of The Trafford Centre and the issue of £610m of
securitised bonds to take place, the Group cancelled the existing facilities
previously charged to The Trafford Centre. On 31st March 1998, the Group
entered into three secured facility agreements and borrowed an aggregate
£340m at a fixed interest rate of 7.99% plus an applicable margin. The rate
of interest was fixed until 1st January 2009. The terms of each of the
secured facilities provided that if the facilities were repaid before 1st
January 2009 then there would be prepayment premia payable by the Group which
would be calculated as the relevant margin from the date of repayment until
1st January 2009 (the 'Prepayment Premia'). The facility agreements also
contained an indemnity in favour of the lenders in relation to any losses and
expenses that they might incur in bringing to an end any arrangements they
had put in place to make available, maintain or fund each of the advances
documented in the respective facility agreements (the 'Break Costs'). The
loans were repaid on 28th February 2000 as part of the new bond issue and the
following costs were incurred:
Paid Payment Total
£'000 deferred £'000
£'000
Prepayment 10,105 17,231 27,336
Premia
Break Costs 33,352 - 33,352
43,457 17,231 60,688
2.Dividends
2000 1999
£'000 £'000
Preference 23 135
Convertible Preference 1,351 1,490
Ordinary 8,673 7,710
10,047 9,335
An interim dividend of 3.7p (1999: 3.2p) per ordinary share was paid on 6th
April 2000. The directors propose an increased final ordinary dividend of
7.8p (1999: 6.8p) per ordinary share which, if approved at the Annual General
Meeting, will be paid on 2nd October 2000 to ordinary shareholders on the
register at the close of business on 8th September 2000. This would make a
total distribution for the year of 11.5p (1999: 10.0p) per ordinary share.
3. Earnings/(loss) per Ordinary Share
The calculation of earnings/(loss) per ordinary share is based on a loss
after tax and minority interests of £41,985,000 (1999: £11,469,000 profit)
and on 77,000,262 ordinary shares (1999: 77,073,602) being the weighted
average number of ordinary shares in issue during the year ended 31st March
2000. The weighted average number of ordinary shares used in the calculation
of diluted earnings/(loss) per ordinary share is 85,278,338 ordinary shares
(1999: 77,163,409). This has been adjusted for the effect of potentially
dilutive share options under the Group's share option scheme and the
conversion of all the 5.25% convertible cumulative non-voting preference
shares of £1 each. The 1999 diluted earnings per ordinary share was not
adjusted for the conversion of the 5.25% convertible cumulative non-voting
preference shares of £1 each as they were anti-dilutive in that period.
An adjusted earnings per share figure has been calculated in addition to the
earnings per share required by FRS 14 and is based on earnings excluding the
effect of the exceptional item detailed in note 1. It has been calculated to
allow shareholders to gain a clearer understanding of the performance of the
Group. Details of the adjusted earnings per share are set out below:
Basic Diluted Basic Diluted
2000 2000 1999 1999
p p p p
Basic (loss)/earnings per (54.53) (47.65) 14.88 14.86
ordinary share (FRS 14)
Add back effect of exceptional 78.82 71.17 - -
item (note 1)
Adjusted earnings per ordinary 24.29 23.52 14.88 14.86
share
4.Fully Diluted Net Assets per Ordinary Share
Fully diluted net assets per ordinary share are calculated as follows:
2000 1999
Number Number
Ordinary shares in issue at 31st March 111,612,177 113,883,092
2000/31st March 1999
Shares held by Largs Limited in
Peel Holdings p.l.c. (36,785,416) (36,785,416)
74,826,761 77,097,676
Assumed conversion of 22,987,830 (1999:
27,197,490) 5.25% (plus tax credit)
convertible cumulative non-voting preference 8,209,874 9,713,312
shares of £1 each
Outstanding options for ordinary shares 77,000 89,000
Number of ordinary shares deemed to be in 83,113,635 86,899,988
issue at 31st March 2000/31st March 1999
2000 1999
£'000 £'000
Shareholders' funds per Group balance sheet 821,377 839,813
Less: Non-redeemable cumulative preference - (1,350)
shares
Assumed cash receipts on exercise of share 101 128
options
Adjusted ordinary shareholders' funds 821,478 838,591
Fully diluted net assets per ordinary share 988p 965p
5.Notes to the Group Cash Flow Statement
2000 1999
£'000 £'000
(a) Cash flow from operating activities
Operating profit 86,895 64,087
Non-cash adjustments:
depreciation 3,571 2,295
impairment loss - 1,815
share of losses/(profits) of associated 1 (156)
undertakings
movement on other investments (142) (205)
grant release (365) (301)
Movement in stocks 4,920 (1,200)
Movement in debtors 4,371 24,355
Movement in creditors (26,720) 31,900
72,531 122,590
(b) Returns on investments and servicing of
finance (pre exceptional item)
Interest received 4,541 4,149
Interest paid (including capitalised) (74,004)(73,510)
Finance lease interest paid (297) (210)
Non-equity dividends paid (1,580) (2,072)
(71,340) (71,643)
(c) Capital expenditure and financial
investment
Purchase of fixed assets (44,976) (160,715)
Sale proceeds from fixed assets 24,737 10,056
Loans repaid by associated undertakings 3 20
(20,236) (150,639)
(d) Financing
Shares issued 26 68
Purchase of own shares (20,578) (17,116)
New loans 610,000 11,295
Cost of issuing new loans (18,105) -
Repayment of loans (340,000) (5,444)
Other movement in loans 49,276 126,482
Movement in finance lease creditor (17) 2,274
Grants received 3,641 1,012
284,243 118,571
6.The board of directors approved the above results on 1st June 2000. The
auditors have given an unqualified opinion on the financial statements for
the year ended 31st March 2000 which will be delivered to the Registrar of
Companies following the Annual General Meeting.
7.The preliminary results do not comprise full financial statements within the
meaning of the Companies Act 1985. They include abridged information from the
published Group accounts for the year ended 31st March 1999, lodged with the
Registrar of Companies and on which the auditors' report was unqualified.
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