RNS Number:2323M
Compco Holdings PLC
12 June 2003
For release 12 June 2003
Compco Holdings plc
Recommended Cash Offer of 393 pence per share
And
Preliminary Statement of Audited Annual Results for the year ended 25 March 2003
Compco Holdings plc ("Compco" or "the Company"), the property investment,
trading and development group, announces a recommended cash offer of 393 pence
per share for the entire issued and to be issued share capital of the Company by
City & General Securities Limited ("City & General"), a privately owned property
investment company. Full terms of the offer will be set out in a document, to
be sent to shareholders shortly.
Compco also announces today preliminary results for the year ended 25 March
2003.
Key points of the Offer:
* Cash offer of 393 pence per share values Compco at #147.2m.
* Offer represents a premium of 68% to the closing middle market price
of 233.5p on 6 May 2003, the day immediately prior to the announcement
that the Board had received an approach, and 13.6% to closing price on
the day prior to announcement of this offer.
* Offer represents discount of approximately 8% to the adjusted NAV of
427 pence per Compco share as at 25 March 2003.
* The Board of Compco has given irrevocable undertakings to accept the
offer in respect of their aggregate holding of 24.3% of the existing
share capital.
Key Points from the Preliminary results and the Chairman's Statement
2003 2002 Change
* Net assets per share 454p 487p -6.8%
* NAV per share (including trading properties at their full pre-tax value) 485p 520p -6.7%
* Pre-tax profits #15.86m #10.46m +51.6%
* Earnings per share 33.97p 21.60p +57.3%
* Gross property assets (incl. share of properties held in JV's and associated cos.) #362.8m #379.3m -4.4%
* Rental income (including share of JV's and associated companies) #26m #24m +8.4%
* Gearing 106% 98%
* Net interest cover 2.43x 2.3x
Commenting on the results, Kenneth Rubens, Chairman, said:
"The Central London office market, which remains our principal sphere of
activity, continues to experience weakness, with an increasing supply of
available space and falling rent levels. The Company's performance in this
environment has been resilient and I have every confidence in our management's
ability to continue to maximise opportunities as they have done in the last
year. Whilst our portfolio is well positioned to benefit from an eventual
upturn in market conditions, in our view a strong economic recovery over the
next year looks unlikely."
On the cash offer by City & General he added:
"The offer provides shareholders with an opportunity to realise their investment
at a price which reflects a considerable increase of 68.3% over the mid-market
price immediately before the announcement of talks was released to the Stock
Exchange. Shareholders who took shares in the June 1995 re-listing and placing
of Compco shares will have seen a compound annual return of over 20%. My Board
colleagues and I recommend shareholders to accept this offer, as we have
undertaken to do in respect of our own shareholdings."
ENDS
Enquiries:
Robert Nadler/ Nigel Ross, Joint Chief Executives Peter Binns/ Emma McCaffrey
Compco Holdings PLC, Tel: 020 7436 0198 Binns & Co PR Ltd,
Tel: 020 7786 9600 mobile: 07811 151 487
COMPCO HOLDINGS PLC
PRELIMINARY STATEMENT OF AUDITED ANNUAL RESULTS FOR THE YEAR ENDED 25 MARCH 2003
CHAIRMAN'S STATEMENT
Introduction
It is announced today that the Boards of City & General Securities and Compco
have reached agreement on the terms of a recommended cash offer for the entire
issued and to be issued share capital of Compco. The terms of the offer will be
set out in an offer document to be sent to shareholders shortly.
Results Summary
The results for the year to 25th March 2003 show an increase in pre-tax profits
of 51.6% and a reduction in published net assets per share of 6.8%, compared to
the corresponding figures for last year.
Published net assets per share reduced to 454p (2002 - 487p) and to 485p (2002 -
520p) when including trading properties at their full pre-tax valuation,
principally reflecting falling valuations within the London office market, of
which 80% of our property portfolio is comprised.
In contrast, the Group's policy of capitalising on the continuing demand for
investment properties, which is still in evidence in many sectors, and
concentrating on a flexible and responsive approach to lettings, has allowed us
to produce a good profit figure in difficult market conditions, whilst
containing the significant falls in value experienced in many parts of the
London office market.
Pre-tax profits increased to #15.86m (2002 - #10.46m), producing earnings per
share of 33.97p (2002 - 21.60p), an uplift of 57.3%. The sale of trading
properties contributed #3.14m (2002 - #2.62m) to profits, on sales of #4.76m
(2002 - #4.45m).
Total rental income, including our share of associated companies, has increased
to #26.0m for the year from #23.9m last year. The recurring surplus (excluding
our share of associated companies) being rental income less all attributable
costs has risen to #6.67m from #5.55m last year.
The profit figure also reflects the success we have achieved in our realisation
programme of mature investment properties. Proceeds totalled #48.95m, producing
a surplus of #6.46m (2002 - #2.2m) over March 2002 valuations. As I have said
before, whilst these results endorse the validity of our valuations, they should
not be extrapolated over the whole portfolio. Indeed, during the year a small
number of properties failed to sell at their designated values, and this has
been reflected in their March 2003 revaluation.
Property Portfolio
Although we acquired three properties in the course of the year for some #35.8m,
at a yield of over 8%, the main focus of activity has been on our disposal and
letting programmes. The results of the disposal programme have been described
above with sales and realisations raising a total of #53.7m at an average yield
of 6%. Meanwhile we spent #7.6m (2002 - #11.8m) on upgrading and improving group
properties.
During the year, a combination of successful lettings and sales reduced total
group vacancies to 25,940sq.m (279,250sq.ft) from 28,300sq.m (305,000sq.ft) last
year, after taking account of new vacancies occurring in the period. This has
reduced total vacancy levels by total area to 16% from 17%.
Detail of the properties acquired as well as of individual property realisations
and lettings are provided in the Operating Review.
Our March Year End independent valuation of the Group's Property Portfolio
(including our share of properties held in joint ventures and associated
companies) came to #362.8m, (2002 - #380.0m) with the proportion of properties
located in Central London having risen to 85% (2002 - 82%). Further details,
including the measurement of our performance against the IPD Benchmark, are also
provided in the Operating Review.
Debt, Financial Reporting Standard 13 ("FRS 13") and Triple Net Asset Value
Total net debt at the year-end (including our share of associated company debt)
stood at #179.45m (2002 - #178.51m). This will be reduced by approximately #7.0m
when sales exchanged at 25th March 2003, but completed subsequently, are fully
accounted for. At the year end, gearing stood at 106% (2002 - 98%), including
our share of associated company debt, but interest cover improved to 2.43 times
from 2.30 times.
Whilst the continuing fall in interest rates has increased our FRS 13 negative
adjustment marking debt to market to 11.5p (2002 - 0.9p) net of tax, or 2.4% on
the net asset value per share figure of 485p, this must be viewed against the
stability which hedging on over 80% of our debt portfolio provides. An average
interest cost at the year-end of only 5.6% is further confirmation of the
prudent nature of the Company's finances.
The calculation of triple net asset value per share, deducting the FRS 13
adjustment and contingent tax liabilities from the net asset value, including
trading properties at valuation, provides a figure of 427p (2002 - 452p).
Dividend
Although it is a term of the offer that whilst the offer remains open for
acceptance, or if it becomes or is declared unconditional in all respects, the
final dividend of 7.0p per share will not be paid, your Board is pleased to
recommend an increase in the final dividend to 7.0p per share (2002 - 5.5p) and
this amount has been provided for in the financial statements.
Prospects
The Central London office market, which remains our principal sphere of
activity, continues to experience weakness, with an increasing supply of
available space and falling rent levels. The Company's performance in this
environment has been resilient and I have every confidence in our management's
ability to continue to maximise opportunities as they have done over the last
year. Whilst our portfolio is well positioned to benefit from an eventual upturn
in market conditions, in our view a strong economic recovery over the next year
looks unlikely. In those circumstances, with our current vacancy levels, short
of a fortuitous sale or letting, we would not expect to see a rapid return to
the out-performance that we enjoyed from 1995 to 2001.
As noted above, the Board of Compco has reached agreement on the terms of a
recommended cash offer which values the entire issued and to be issued share
capital of Compco at #147.2m and each Compco share at 393p. The background to
and reasons for recommending the offer are given in a letter from me to be
included in an offer document to be sent to shareholders shortly. In summary,
the offer provides shareholders with an opportunity to realise their investment
at a price which reflects a considerable increase of 68.3% over the mid-market
price immediately before the announcement of talks was released to the Stock
Exchange.
Shareholders who took shares in the June 1995 re-listing and placing of Compco
shares will have seen a compound annual return of over 20%. It is also
note-worthy that the offer price is higher than the highest price at which the
Company's shares have traded. In these circumstances my Board colleagues and I
recommend shareholders to accept this offer, as we have undertaken to do in
respect of our own shareholdings.
Kenneth Rubens OBE FRICS FRSA
Chairman
12th June 2003
OPERATING REVIEW
INVESTMENT ACQUISITIONS
St Marks House, Shepherdess Walk, London N1
In June 2002 we acquired the freehold interest in St Marks House, Shepherdess
Walk, London N1 for #9.05m. This modern (1990) office building provides some
4,090 sq.m (44,000 sq.ft) of air conditioned offices together with car parking
for 23 cars, and is let on a single full repairing and insuring lease to Seven
Worldwide Limited (formerly Wace Group), guaranteed by Applied Graphic
Technology Inc. The lease is for 15 years from March 2000, without break, at a
current low rental of #695,000 per annum (#170 per sq.m / #15.80 per sq.ft) with
the first review due in March 2005.
Palatine Buildings, Blackpool
In August 2002 we acquired the 76-year leasehold interest in the three basement
nightclubs at Palatine Buildings, Blackpool for #1.2m. Comprising some 2,315
sq.m (24,900 sq.ft), the property is situated in a prime position on the Golden
Mile, just to the south of Blackpool Tower, in an area scheduled for significant
future redevelopment. The nightclubs produce a current reversionary income of
#121,000 per annum, with one outstanding rent review and a further two due in
2004. The ground rent payable is a peppercorn, without review.
Carriage Row, 163-203 Eversholt Street, London NW1
In September 2002 we acquired the freehold interest in Carriage Row, 163-203
Eversholt Street, London NW1, for #23.95m. The building provides some 9,500
sq.m (102,250 sq.ft) of good quality offices, together with basement parking for
22 cars. Income on completion was #2.1m per annum with seven rent reviews or
renewals due by the end of 2003. Tenants include TMP Worldwide, The British Red
Cross Society, Steelcase PLC, Modem Media and London & Continental Stations and
Property Limited.
DISPOSALS
Disposals during the year totalled #53.7m producing a profit over book value of
over #9.6m. Sales included:
16/19 Jacobs Wells Mews, London W1 sold for #4.25m as against an original cost
and capital expenditure of #1.94m.
The final buildings on the Hastings Estate for #3.487m, making a total
realisation from the Estate of #6.995m as against an original cost of #3.35m.
The Mandale Retail Park, Stockton on Tees, sold for #5.2m as against an original
cost of #3.25m.
The Bury, Chesham, Bucks, sold for #2.065m as against an original cost of
#915,000.
New Oxford Street / Museum Street / West Central Street, London WC1, sold for
#10.1m as against an original cost and subsequent capital expenditure of #5.85m.
The Linen House, Kilburn Lane, London W9, sold for #4.5m as against an original
cost of #2m.
On the Eton College Estate, NW3, a further #1.368m worth of sales in 28 separate
transactions were concluded during the year, producing a profit on cost of
#1.08m.
23/29 Emerald Street, London WC1, sold vacant after refurbishment for #4.25m as
against a total cost and capital expenditure of #2.85m.
POST BALANCE SHEET EVENTS
Since the year-end our programme of realisation of smaller mature investment
properties has continued with contracts exchanged for sale on #4.7m of property,
a surplus of #0.8m over the March 2003 valuations.
PORTFOLIO MANAGEMENT
Camden Street / Mandela Street / Pratt Street, London NW1
Refurbishment works on Centro 3 were duly completed and the building is now
available for letting. The rent review on Atelier House was settled at #742,500
per annum (#287 per sq.m / #26.65 per sq.ft), as against a passing rent of
#421,137 per annum.
21/27 Lambs Conduit Street, London WC1
This refurbishment was let on completion to Bradford & Bingley PLC for 10 years,
with a break at the fifth year, at #450,000 per annum (#315.40 per sq.m / #29.30
per sq.ft overall).
Seymour Mews House, Seymour Mews, London W1
The remaining 680 sq.m (7,300 sq.ft) was let to McArthur Glen at #269,822 per
annum on a lease to December 2012 with a rent review in December 2007 and a
tenant's break option in April 2006.
The Frenson Estate, Liverpool
A pre-letting has been concluded on the adjoining building to the Walkabout bar
with Mood, and building works have commenced.
140 Old Street, London EC1
The re-cladding and refurbishment of this office building totalling 1,526 sq.m
(16,425 sq.ft) was completed just after the year-end and the building is
currently being marketed.
The Terraces, Brighton
A letting has been concluded on Unit 8 to Glendola Leisure Limited for a term of
25 years, at an initial rent of #70,000 per annum, plus a turnover provision.
Unit 9 has now received its drinks licence and the letting there should
therefore conclude shortly.
The Swan Centre, Yardley
Planning consent for a Tesco superstore on the site of the Swan Centre's
multi-storey car park has now been granted. This enhances the likelihood of
Tesco taking up an option to acquire our interest in the Swan Centre at a figure
above current valuation.
VALUATION AND PORTFOLIO REPORT
The independent re-valuation of the Group's investment properties as at 25th
March 2003 by King Sturge, and by ATIS REAL Weatheralls for our Chelsea Harbour
property, produced a total valuation figure of #343.8m (2002 - #360.4m). The
valuation of trading properties and interests produced a total figure of #19.0m
(2002 - #19.6m). The total value of our holdings at #362.8m is down from last
year's total of #380.0m, in part as a result of the overall reduction in values
over the year of 2.1%, but also due to the substantial number of realisations of
investment properties that were concluded during the year.
The sales and realisations of properties and the fall in rental value
expectations has reduced the estimated rental value of the Group's property
holdings, including our share of joint venture and associated companies, to
approximately #34m per annum from #36m per annum last year. However, rental
income for the year has grown to #26.0m from #23.9m in the year to March 2002.
At the same time, the surplus of rents over all attributable costs has increased
to #6.67m (excluding our share of associated companies) from #5.55m last year.
This increase is attributable to both new lettings on vacant properties and
increases in rents achieved on reviews.
At the year-end, properties being marketed for occupation totalled 16,125sq.m
(173,500sq.ft) with approximately one quarter under offer. A further 9,800sq.m
(105,650sq.ft) is being refurbished or awaiting refurbishment. Total vacant
space reduced from 28,300 sq.m (304,600sq.ft) last year to 25,925sq.m
(279,150sq.ft) by March 2003. This vacant space has a present estimated rental
value of approximately #6m per annum.
PORTFOLIO PERFORMANCE
We provide below an analysis of the portfolio performance prepared by Investment
Property Databank ("IPD").
The analysis of ungeared capital growth has been benchmarked against the IPD All
Monthly and Quarterly Valued Funds, for the 12 months ended March 2003 and is
divided into regional and sector groupings. Over the period, the portfolio
showed negative growth of 2.1% compared to the IPD benchmark, which averaged
growth in the 12 months to March 2003 of 2.9%. Clearly our heavy weighting in
Central London offices, representing approximately 80% of our portfolio, has
been the most significant factor influencing these results.
Region Portfolio Weighting as at Ungeared Capital Growth
March 2003 March 2002 - March 2003
London: City 6.65% -6.9%
West End 7.60% 7.4%
Mid Town 33.90% -5.3%
Inner London 37.00% -7.6%
Outer London 1.05% 24.5%
South East 2.75% 18.1%
Eastern 0.70% 15.3%
West Midlands 1.80% 12.7%
North West 8.50% 6.4%
North East 0.05% 10.0%
100.00%
Average ungeared growth 12 months to March 2003 -2.1%
IPD All Monthly & Quarterly Valued Funds Benchmark 12
Months to March 2003 2.9%
Sector Portfolio Weighting as at Ungeared Capital Growth
March 2003 March 2002 - March 2003
London: City Offices 4.45% -12.1%
West End Offices 5.00% 7.9%
Mid Town Offices 33.90% 5.3%
Inner London Offices 37.00% -7.6%
Other Offices 3.25% 15.1%
All Retail 2.20% 13.9%
All Industrial 0.40% 8.3%
Leisure 7.55% 3.4%
Other Commercial 6.25% 17.3%
100.00%
Average ungeared growth 12 months to March 2003 -2.1%
IPD All Monthly and Quarterly Valued Funds Benchmark
12 Months to March 2003 2.9%
FINANCE
At the year-end total borrowings including our share of associate company debt,
but net of cash, stood at #179.45m against #178.51m last year. This has raised
gearing levels to 106% (2002 - 98%). However, due to the growth in rental
income, interest cover is marginally improved with interest covered 2.43 times
by rent, compared to 2.30 times last year.
The significant fall in interest rates which has occurred over the last year has
had a material effect on our Financial Reporting Standard ("FRS") 13 adjustment
marking our debt to market, which at 25th March 2003 resulted in a negative
adjustment of #6.13m (#4.29m net of tax) representing a negative adjustment of
2.4% (11.5p) on the net asset value per share of 485p.
In the course of the year we repaid a historic loan with Eagle Star, the loan
for #5.8m running until 2011, having been at a fixed interest rate of 10.22%. We
were able to negotiate favourable terms for the break costs, which have been
taken as an exceptional item through the profit and loss account, but this will
substantially reduce future interest costs and FRS 13 mark to market provisions.
The average interest rate on Group debt at 25th March 2003 stood at
approximately 5.6%. With hedging in place on over 80% of our borrowings, and
with floors allowing us to benefit from reductions in interest rates on
approximately 30% of borrowings, this, we believe, provides a balanced structure
for the Company's financing.
R A NADLER N K ROSS
Director Director
12th June 2003
COMPCO HOLDINGS PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 25TH MARCH 2003
2003 2002
Note #'000 #'000
Group Turnover
Continuing operations 1 28,272 25,800
Cost of sales 1 (5,073) (5,164)
------------- -------------
Gross profit 1 23,199 20,636
Administrative expenses 1 (3,546) (3,380)
------------- -------------
Group operating profit 19,653 17,256
Share of operating profit in joint 13 15
venture
Share of operating profit in 2,011 1,643
associate
------------- -------------
Total operating profit:
Group and share of joint venture and 21,677 18,914
associates
Profit on sale of tangible fixed 6,465 2,196
assets
------------- -------------
Profit on ordinary activities before 28,142 21,110
interest and taxation
Interest receivable and other similar 1,247 724
income
Interest payable - group (10,713) (9,813)
- break costs (1,228) -
- associated company (1,588) (1,565)
------------- -------------
Profit on ordinary activities before 15,860 10,456
taxation
Taxation on profit on ordinary 4 (2,937) (2,258)
activities
------------- -------------
Profit on ordinary activities after 12,923 8,198
taxation
Equity minority interests (228) (126)
------------- --------------
Profit attributable to the
shareholders of
Compco Holdings plc 12,695 8,072
Dividends on equity shares 5 (3,364) (2,803)
------------- -------------
Retained profit for the year 9,331 5,269
------------- -------------
Earnings per share 6 33.97p 21.60p
------------- --------------
COMPCO HOLDINGS PLC
OTHER PRIMARY STATEMENTS
FOR THE YEAR ENDED 25TH MARCH 2003
2003 2002
#'000 #'000
STATEMENT OF RECOGNISED GAINS AND LOSSES
Profit for the financial year 9,331 5,269
Unrealised (deficit)/surplus on revaluation of
investment properties (15,815) 7,874
Unrealised (deficit)/surplus on revaluation of
investment in joint venture - (46)
Unrealised (deficit)/surplus on revaluation of
investment in associate (2,221) 1,437
Corporation tax charge on sale of investment (3,750) (1,680)
properties
-------------- --------------
Total gains and losses recognised since last (12,455) 12,854
annual report
==============
Prior year adjustments (2,391)
--------------
10,463
==============
NOTE OF HISTORICAL COST PROFITS AND LOSSES
Reported profit on ordinary activities before 15,860 10,456
taxation
Realisation of property revaluation gains of 13,526 6,896
previous years
------------- -------------
Historical cost profit on ordinary activities 29,386 17,352
before taxation
------------- -------------
Historical cost profit for the year retained
after taxation, minority interests and dividends 22,857 10,485
------------- --------------
COMPCO HOLDINGS PLC
CONSOLIDATED BALANCE SHEET
AS AT 25TH MARCH 2003
2003 2002
Note #'000 #'000 #'000 #'000
Fixed
assets
Tangible 7(a) 314,633 328,443
assets
Investments 8 9,303 11,508
--------------- ---------------
323,936 339,951
Current
assets
Stocks 9 9,094 9,309
Debtors 10 11,152 4,000
Cash at bank 9,885 1,068
and in hand
-------------- --------------
30,131 14,377
Creditors:
amounts
falling due
within one
year 11 (15,028) (13,281)
-------------- --------------
Net current
assets 15,103 1,096
--------------- ---------------
Total assets
less
current
liabilities 339,039 341,047
Creditors:
amounts
falling due
after more
than one
year 12 (163,423) (153,901)
Provisions 14 (4,283) (3,569)
for
liabilities
and charges
--------------- ---------------
171,333 183,577
Equity (1,626) (1,415)
minority
interests
--------------- ---------------
Net assets 169,707 182,162
=============== ===============
Capital and
reserves
Called up 15 7,475 7,475
share
capital
Share premium 16(a) 38,719 38,719
account
Revaluation 16(b) 53,711 85,273
reserve
Other 5,912 5,912
reserves
Profit and 16(c) 63,890 44,783
loss
account
-------------- --------------
Equity 169,707 182,162
shareholders'
funds
============== ==============
COMPCO HOLDINGS PLC
PARENT COMPANY BALANCE SHEET
AS AT 25TH MARCH 2003
2003 2002
Note #'000 #'000 #'000 #'000
Fixed
assets
Tangible 7(b) 10,115 10,133
assets
Investments 8(b) 144,296 166,813
--------------- ---------------
154,411 176,946
Current
assets
Debtors 10 70,816 74,008
Cash at bank 9,161 609
and in hand
--------------- ---------------
79,977 74,617
Creditors:
amounts
falling due
within one
year 11 (45,371) (49,046)
--------------- ---------------
Net current 34,606 25,571
assets
--------------- ---------------
Total assets 189,017 202,517
less current
liabilities
Creditors: 12 (18,896) (20,023)
amounts
falling due
after more
than one
year
Provisions (414) (332)
for
liabilities
and charges
--------------- --------------
169,707 182,162
=============== ==============
Capital and
reserves
Called up 15 7,475 7,475
share
capital
Share premium 16(a) 38,719 38,719
account
Revaluation 16(b) 112,048 134,378
reserve
Profit and 16(c) 11,465 1,590
loss
account
--------------- ---------------
Equity 169,707 182,162
shareholders'
funds
============== ===============
COMPCO HOLDINGS PLC
GROUP CASH FLOW STATEMENT
FOR THE YEAR ENDED 25TH MARCH 2003
2003 2002
Notes #'000 #'000 #'000 #'000
Net cash 22 13,723 19,418
inflow from
operating
activities
Returns on
investments
and
servicing of
finance
Interest 875 724
received
Interest (11,783) (10,044)
paid
Distributions (111) (117)
to minorities
Finance issue (144) (299)
costs
-------------- --------------
Net cash outflow from (11,163) (9,736)
returns on
investment and
servicing of finance
------------- -------------
2,560 9,682
Taxation
Corporation tax paid (5,024) (1,826)
-------------- --------------
(2,464) 7,856
Capital expenditure
and financial
investment
Purchase of associated (26) (2,056)
undertaking
Payments to acquire (9) (39)
tangible fixed
assets
Sale of investment 48,313 28,373
properties
Purchase of investment (43,865) (65,868)
properties
-------------- ---------------
Net cash inflow/ 4,413 (39,590)
(outflow) from
investing activities
--------------- ---------------
1,949 (31,734)
Equity dividends (2,803) (2,616)
paid
--------------- ---------------
(854) (34,350)
Financing
Repayment of loan to 333 623
joint venture
New bank loans 26,570 35,794
Bank loan repayment (17,086) (2,370)
--------------- --------------
Net cash inflow from 9,817 34,047
financing activities
------------- -------------
Increase/ 23 8,963 (303)
(decrease) in
cash
============= =============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
1. TURNOVER, PROFITS AND NET ASSETS
Turnover, which excludes value added tax, represents:
(i) the sale proceeds of trading properties sold during the period and
(ii) rental income
(a) Analysis of turnover and profit
All turnover and profits are derived from continuing activities in
the United Kingdom.
(b) Analysis of operating profit by activity
2003 2002
Group and share Less: share of Property Property
of Joint Joint Venture activities Activities
Venture and and Associate Total Total
Associate
Turnover #'000 #'000 #'000 #'000
Property 4,764 - 4,764 4,452
trading
Rental 26,062 2,554 23,508 21,348
income
------------- ---------- ------------- -------------
30,826 2,554 28,272 25,800
------------- ---------- ------------- -------------
Cost of
sales
Property 1,621 - 1,621 1,834
trading
Rental 3,699 247 3,452 3,330
income
------------- ---------- ------------- -------------
5,320 247 5,073 5,164
------------- ---------- ------------- -------------
Gross profit 25,506 2,307 23,199 20,636
Administration (3,829) (283) (3,546) (3,380)
expenses
-------------- ----------- ------------- -------------
Operating 21,677 2,024 19,653 17,256
profit
-------------- ---------- ------------- -------------
(c) Analysis of net assets 2003 2002
#'000 #'000
Property investment and trading 169,707 182,162
======== =======
(d) Operating profit 2003 2002
#'000 #'000
The operating profit is stated after charging:
Depreciation 29 35
Auditors' remuneration - audit 67 51
- other services
(principally taxation) 55 63
======= =======
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
2. DIRECTORS' EMOLUMENTS 2003 2002
#'000 #'000
Fees 89 86
Management services - emoluments 827 500
- payable to third parties 339 625
------------ ----------
1,255 1,211
============ ==========
The remuneration and other amounts paid to Directors who served during the
period is shown below:
Salary Total Total
And fees Bonus Benefits 2003 2002
#'000 #'000 #'000 #'000 #'000
Executive
A.I. Jaye 54 23 - 77 85
B.I. Leaver 16 - - 16 78
(until 30th
July 2002)
R.A. Nadler 203 235 46 484 447
N.K. Ross 319 265 1 585 540
Non-Executive
P. Lewis 4 - - 4 -
D.M. Pickford 6 - - 6 18
K.D. Rubens 26 - - 26 25
(Chairman)
Lord Wolfson 18 - - 18 18
C. I. Lehmann 15 - - 15 -
B.I. Leaver 12 - - 12 -
(from 31st July
2002)
B. Myers 12 - - 12 -
------------- ------------- ------------ ------------ ------------
685 523 47 1,255 1,211
------------- ------------- ------------ ------------ ------------
No pension contributions are made in respect of
Directors.
3. STAFF COSTS 2003 2002
Total Total
#'000 #'000
Wages and salaries (including 1,832 1,658
directors)
Social security 130 129
costs
------------ ------------
1,962 1,787
============ ============
The average number of full time persons employed (including directors) during
the period, analysed by category, was as follows:
Number of Employees
2003 2002
Property investment and trading 15 14
Frenson (75% subsidiary) 17 17
On site caretakers 10 10
------------ ------------
42 41
============ ============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
4. TAXATION 2003 2002
#'000 #'000
(a) Analysis of charge in period
Current Tax:
UK corporation tax on profit for the 7,066 3,592
period at 30%
Share of tax of joint venture 78 1
Share of tax of associate 134 81
Tax charged to the statement of total (3,750) (1,680)
recognised gains and losses
Overprovision in respect of prior (1,305) (665)
periods
------------ ------------
2,223 1,329
Deferred Tax:
Origination and reversal of timing 714 929
differences
------------ ------------
Tax on profit on ordinary activities 2,937 2,258
============ ============
(b) Factors affecting tax charge for period
The tax assessed for the period is lower than the standard rate of
corporation tax in the UK (30%).
The differences are explained below:
Profit on ordinary activities before 15,860 10,456
tax
====== ======
Profit on ordinary activities multiplied by
the standard rate of
corporation tax in the UK of 30% 4,758 3,137
Effects of:
Expenses not deductible for tax 5 63
purposes
Capital allowances in excess of (1,027) (1,187)
depreciation
Indexation allowance (205) (83)
Other items (3) 64
Overprovision in respect of prior (1,305) (665)
periods
------------ ------------
Current tax charge for period (note 4 (a)) 2,223 1,329
============ ============
(c) Factors affecting future tax charge
The deferred tax provision arises due to accelerated capital allowances.
However, it is the Group's experience that such timing differences do not
reverse since, when investment properties are sold an election is made to
transfer the plant and machinery at its tax written down value. Accordingly, the
deferred tax provision is not an indication of the actual tax that the Group may
have to pay.
5. DIVIDENDS 2003 2002
#'000 #'000
Equity dividends on ordinary shares
Interim paid 2 pence per share (2002 - 2p) 747 747
Final proposed 7 pence per share (2002 - 5.5p) 2,617 2,056
------------ ------------
3,364 2,803
============ ============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
6. EARNINGS PER SHARE
The earnings per share have been calculated on the profit on
ordinary activities after taxation and minority interests of #12,695,000 (2002 -
#8,072,000) and on the weighted average number of 37,376,123 (2002 - 37,376,123)
shares in issue during the period.
7. TANGIBLE FIXED Investment Properties Other land Motor vehicles
ASSETS Long And Plant and
(a) Group Freehold Leasehold Buildings Machinery Total
Cost or #'000 #'000 #'000 #'000 #'000
valuation
At 26th March
2002
At valuation 274,626 53,681 - - 328,307
At cost - - 16 453 469
Additions at 42,177 1,688 - 9 43,874
cost
Deficit on (15,229) (492) - - (15,721)
revaluation
Disposals (41,934) - - (31) (41,965)
--------------- ------------- ------------ ------------ ---------------
-
At 25th March 259,640 54,877 16 431 314,964
2003
--------------- ------------- ------------ ------------ ---------------
Depreciation
At 26th March - - - 333 333
2002
Charge for - - - 29 29
year
Eliminated on - - - (31) (31)
disposal
------------- ------------- ------------ ------------ ------------
At 25th March - - - 331 331
2003
------------- ------------- ------------ ------------ ------------
Net Book
Value
At 25th March 259,640 54,877 16 100 314,633
2003
============= ============= ============ ============ ============
At 25th March 274,626 53,681 16 120 328,443
2002
============= ============= ============ ============ ============
The Group's investment properties were valued at 25th March 2003
by King Sturge, Chartered Surveyors, on the basis of market value and in
accordance with the RICS Appraisal and Valuation Manual.
On the historical cost basis investment properties would have been included at:
2003 2002
Long Long
Freehold Leasehold Freehold Leasehold
#'000 #'000 #'000 #'000
Cost 221,856 44,797 204,328 33,460
Provision for (260) (410) (260) (410)
diminution in
value
--------------- ------------- -------------- -------------
221,596 44,387 204,068 33,050
============== ============= ============== =============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
7. TANGIBLE FIXED
ASSETS
(continued)
(b) Company
Long Short Fixtures Motor
Leasehold Leasehold & fittings Vehicles Total
#'000 #'000 #'000 #'000 #'000
Cost
At 26th March 10,000 16 314 110 10,440
2002
Additions 120 - 9 - 129
Revaluation (120) - - - (120)
------------- ------------- -------------- -------------- -------------
At 25th March 10,000 16 323 110 10,449
2003
------------- ------------- -------------- -------------- -------------
Depreciation
At 26th March - - 221 86 307
2002
Charge for - - 21 6 27
year
------------- ------------- -------------- -------------- -------------
At 25th March - - 242 92 334
2003
------------- ------------- -------------- -------------- -------------
Net book
value
At 25th March 10,000 16 81 18 10,115
2003
============== ============== ============== ============== =============
At 25th March 10,000 16 93 24 10,133
2002
============== ============== ============== ============== =============
8. INVESTMENTS Associated
Joint Venture Undertakings
a) Group (i) (ii) 2003 2002
#'000 #'000 #'000 #'000
At 26th March 642 10,866 11,508 8,483
2002
Additions - 26 26 2,057
Repayment of (333) - (333) (623)
shareholder
loan
Share of 34 289 323 200
retained
profit
Share of - (2,221) (2,221) 1,391
revaluation
(deficit)/
surplus
----------- ------------ ------------- -------------
At 25th March 343 8,960 9,303 11,508
2003
=========== ============ ============= =============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
8. INVESTMENTS (continued)
(i) Joint Venture 2003 2002
#'000 #'000
Share of net assets of joint venture
Fixed assets - 630
Current assets 348 27
-------------- --------------
Share of gross assets 348 657
-------------- --------------
Liabilities due within one year (5) (15)
-------------- --------------
Share of gross liabilities (5) (15)
-------------- --------------
Share of net assets 343 642
============== ==============
Turnover 13 31
-------------- --------------
Profit before tax 112 204
Taxation (78) (1)
-------------- --------------
Profit after tax 34 203
Revaluation - (46)
-------------- --------------
Share of joint venture 34 157
============== ==============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
8. INVESTMENTS (continued)
(ii) Associated undertaking - Chelsea
Harbour Limited
Share of net assets of associated 2003 2002
undertaking
#'000 #'000
Fixed Assets 30,350 31,606
Current Assets 1,921 1,092
------------ ------------
Share of gross assets 32,271 32,698
============ ============
Liabilities within one year (1,931) (1,693)
Liabilities after one year (21,380) (20,139)
-------------- --------------
Share of gross liabilities (23,311) (21,832)
-------------- --------------
Share of net assets 8,960 10,866
============ ============
Turnover 2,541 2,664
-------------- --------------
Profit before tax 423 78
Taxation (134) (81)
============ ============
Profit after tax 289 (3)
Revaluation (2,221) 1,437
-------------- --------------
Share of associates (1,932) 1,434
============ ============
The share of fixed assets above includes an investment property valued at 25th
March 2003 by ATIS REAL Weatheralls Limited, on the basis of market value and in
accordance with the RICS Appraisal and Valuation Manual.
Investment in Investment in
associated Investment in subsidiary
Undertaking Joint Venture Undertakings Total
#'000 #'000 #'000 #'000
b) Company
At 26th March 10,866 642 155,305 166,813
2002
Additions 26 - - 26
Repayment of - (333) - (333)
shareholder
loan
Revaluation (1,932) 34 (20,312) (22,210)
------------ ------------ --------------- ---------------
At 25th March 8,960 343 134,993 144,296
2003
------------- -------------- --------------- ---------------
On the historical cost basis investments would
be included at:
Cost 22,671
Provision for diminution (1,695)
in value
-------------
20,976
=============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
8. INVESTMENTS (continued)
Details of the investments in which the group and the company (unless indicated)
holds 20% or more of the nominal value of any class of share capital are as
follows:
Proportion of
voting
Name of company Holding rights and Nature of
shares held business
Joint Venture
Dorrington Compco Properties Ordinary shares 50% Property
Limited investment
Associated undertaking
Chelsea Harbour Limited Ordinary shares 40% Property
investment
See note 20 for list of principal subsidiary
companies.
9. STOCKS 2003 2002
#'000 #'000
Properties held for development or resale 9,094 9,309
======= =====
The aggregate market values at 25th March 2003 of property held for development
or resale was:
2003 2002
Market Book Market Book
Value Value Value Value
#'000 #'000 #'000 #'000
Valued by:
King Sturge 24,029 9,094 24,224 9,309
Less: Minority (4,994) (1,457) (4,614) (1,777)
interests
------------ ------------- ------------ -------------
19,035 7,637 19,610 7,532
============ ============= ============ =============
If all properties were realised or deemed to be realised at the above market
values there would be additional liabilities as follows:
2003 2002
#'000 #'000
Corporation tax at 30% (2002 - 30%) 4,480 4,475
Less: Minority interests (1,061) (851)
----------- -----------
3,419 3,624
=========== ===========
The properties shown above were valued by King Sturge Chartered
Surveyors at 25th March 2003 on the basis of market value and in accordance with
the RICS Appraisal and Valuation Manual.
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
10. DEBTORS 2003 2002
Group Company Group Company
#'000 #'000 #'000 #'000
Due within
one year:
Amounts owed - 65,582 - 72,119
by
subsidiary
companies
Other 11,061 682 3,759 54
debtors
Prepayments 91 86 241 174
and accrued
income
Other taxes - - - 61
and social
security
Corporation - 4,466 - 1,600
tax
------------ ------------- ------------ -------------
11,152 70,816 4,000 74,008
============ ============= ============ =============
11. CREDITORS: 2003 2002
AMOUNTS
FALLING
DUE
WITHIN ONE Group Company Group Company
YEAR #'000 #'000 #'000 #'000
Bank loans 4,767 4,767 4,913 4,838
and
overdrafts
Corporation 3,810 - 3,060 -
tax
Other 17 188 6 -
taxation and
social
security
Other 916 344 1,000 5
creditors
Amounts owed - 36,071 - 41,139
to
subsidiary
companies
Dividends 2,617 2,617 2,056 2,056
payable
Accruals and 2,901 1,384 2,246 1,008
deferred
income
------------ ------------- ------------ -------------
15,028 45,371 13,281 49,046
============ ============= ============ =============
12. CREDITORS: 2003 2002
AMOUNTS
FALLING
DUE
AFTER MORE Group Company Group Company
THAN ONE #'000 #'000 #'000 #'000
YEAR
Bank and 163,423 18,896 153,901 20,023
other
loans
======= ======= ======= =======
Amounts
falling due:
In one year 4,767 4,767 4,767 4,767
or less or
on demand
In more than 64,668 19,000 66,935 20,138
two years
but not more
than five
years
In more than 99,482 - 87,730 -
five years
-------------- -------------- -------------- --------------
168,917 23,767 159,432 24,905
Less: issue (727) (104) (764) (115)
costs
-------------- -------------- -------------- --------------
168,190 23,663 158,668 24,790
Less:
included in
creditors:
amounts
falling
due
within one
year (4,767) (4,767) (4,767) (4,767)
-------------- -------------- -------------- --------------
163,423 18,896 153,901 20,023
============== ============== ============== ==============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
13. ANALYSIS OF BORROWINGS AND FRS13 DISCLOSURES
The Group borrows from financial institutions, banks and building societies at
both fixed and floating rates of interest. The interest rate exposure arising
from the floating rate debt is hedged through the use of financial derivative
instruments to ensure that the Group's business objectives are met.
Derivative instruments are used for hedging purposes only and may include
interest rate swaps, options and combinations thereof.
It is the policy of the Group to protect against adverse interest rate movements
whilst retaining some opportunity to benefit from falls in short term interest
rates. At the same time the Group has protected itself from incurring undue
break costs arising from early terminations.
The hedging strategies adopted in joint ventures are subject to agreement
between the parties. In accordance with FRS13, disclosures relating to the
borrowings and hedgings of associated companies are not included in this note.
At 25th March 2003, #168.9 million (2002 - #159.4 million) of Group facilities
had been drawn and of this total 82% (2002 - 93%) had been protected against
adverse interest rate movements.
It is Group policy to maintain a prudent maturity profile in respect of bank
borrowings commensurate with its development and investment strategy. At 25th
March 2003 undrawn facilities aggregated #11.9million (2002 - #22.5million).
The margin payable on floating rate loans ranges from 0.825% to 1.25% over LIBOR
or base rate. During 2001/2002 the margin was 0.825% to 1.25%.
The Group has taken advantage of the exemption under FRS13, Derivatives and
Other Financial Instruments, that short term debtors and creditors be excluded
from disclosure on the grounds that they do not have a significant impact on the
financial risk profile of the Group.
The Group did not trade in financial assets during the year ending 25th March
2003.
The profile of the Group's Weighted Weighted
borrowings is as follows: average Average
Interest rate Period
#'000 % Years
Fixed rate liabilities 118,650 6.80 9.36
Capped rate liabilities 20,000 7.16 5.64
Floating rate liabilities 30,267 n/a n/a
---------------
168,917
===============
The comparative figures for 2002 Weighted Weighted
are shown below. average Average
Interest rate Period
#'000 % Years
Fixed rate liabilities 115,450 7.09 9.19
Capped rate liabilities 32,300 7.84 4.75
Floating rate liabilities 11,682 n/a n/a
---------------
159,432
===============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
13. ANALYSIS OF BORROWINGS AND FRS13 DISCLOSURES (continued)
The fixed rates payable incorporate the effect of interest rate swaps.
The Group has entered into forward caps aggregating #10.0 million (2002 - #10.0
million) at an average pre-margin strike rate of 5.77% (2002 - 5.77%). These
caps will commence on the expiry of an equivalent amount of swaps that expire
between February 2006 and February 2008.
In addition to the above, the Group has entered into forward fixtures
aggregating #40 million at 6.66% inclusive of loan margin (2002 - #40 million at
6.66%), starting between 15th August 2004 and 25th September 2005 and expiring
on 15th August 2014.
Interest rate floors aggregating #57.0 million (2002 - #53.0 million) have been
purchased which enable the Group to benefit should three month Libor remain low
or decline.
The floors have been set out below:
#4.0 million @ 6.00% expiring on 15th May 2003.
#5.0 million @ 4.75% expiring on 15th August 2004.
#19.0 million @ 4.73% expiring on 12th December 2008.
#9.0 million @ 4.78% expiring on 10th July 2009.
#20.0 million @ 4.80% expiring on 24th January 2012.
Hedge Profile - Maturity of protection 2003 2002
Group Group
#'000 #'000
Time bands
In one year or less 6,000 6,000
In more than one year but not more than two years (11,000) 6,000
In more than two years but not more than five years 2,250 (17,450)
In more than five years 141,400 153,200
-------------- --------------
138,650 147,750
============== ==============
The maturity profile includes hedging arrangements contracted to start in the
future.
Fair Values
The fair values of the Group's financial liabilities are set out below:
Category Book Notional Fair value
Value Principal Fair value Adjustment
#'000 #'000 #'000 #'000
Financial instruments held
or issued to finance the
Group's operations
Fixed rate debt 1,400 - 1,449 (49)
Derivative financial
instruments held to
manage the Group's
interest rate
exposure:
Forward fixed rates - 40,000 1,516 (1,516)
Interest rate swaps - 117,250 7,723 (7,723)
Interest rate caps - 30,000 (506) 506
Interest rate floors - 57,000 (2,651) 2,651
--------------
Fair value adjustment (6,131)
--------------
Net of tax 30% (4,292)
==============
2002 fair value (474)
adjustment
==============
Net of tax 30% (332)
==============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
13. ANALYSIS OF BORROWINGS AND FRS13 DISCLOSURES (continued)
The fair values reflect the replacement value of the financial instruments used
to manage the Group's exposure to adverse interest rate movements.
All gains and losses arising from hedging instruments crystallised during the
year have been recognised in the profit and loss account.
Foreign exchange
The Group's assets or liabilities are denominated in sterling and it has no
exposure to foreign exchange movements.
14. PROVISIONS FOR LIABILITIES AND CHARGES #'000
Deferred taxation:
At 26th March 2002 3,569
Origination and reversal of timing differences 714
---------------
At 25th March 2003 4,283
--------------
Deferred taxation provided in the financial statements and the amounts not
provided are as follows:
2003 2002
Provided Unprovided Provided Unprovided
#'000 #'000 #'000 #'000
Excess of
fair value
over book
value of
acquired
Subsidiaries - 207 - 249
trading
properties
Accelerated 4,283 - 3,569 -
capital
allowances
Revaluation - 12,951 - 23,539
of investment
properties
Revaluation - 675 - 1,262
of investment
in associates
------------ ------------- ------------ -------------
4,283 13,833 3,569 25,050
============ ============= ============ =============
15. SHARE 2003 2002
CAPITAL #'000 #'000
(a) Authorised;
49,000,000 (2002 - 9,800 9,800
49,000,000) Ordinary shares
of 20p each
-------------- -------------
(b) Allotted,
issued and
fully paid
37,376,123 (2002 - 7,475 7,475
37,376,123) Ordinary shares
of 20p each
-------------- -------------
Share Options
The Company has established share option schemes under which options to
subscribe for the Company's shares have been granted to certain senior employees
(non-directors).
At 25th March 2003, options were outstanding over 37,500 ordinary shares at 364p
each, exercisable between June 2005 and June 2012 and 37,500 ordinary shares at
354p each, exercisable between August 2004 and August 2011.
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
16. RESERVES Group Company
#'000 #'000
(a) Share premium account:
At 26th March 2002 and at 25th March 38,719 38,719
2003
-------------- -------------
(b) Revaluation reserve:
At 26th March 2002 85,273 134,378
Deficit on revaluation of investment (15,721) (120)
properties
Realised surplus on sale of investment (13,526) -
properties
Deficit on revaluation of investments (2,221) (22,210)
Equity minority interest (94) -
-------------- --------------
At 25th March 2003 53,711 112,048
============== ==============
(c) Profit and loss account:
At 26th March 2002 44,783 1,590
Retained profit for the year 9,331 9,875
Realised surplus on sale of investment 13,526 -
properties
Current tax charged to the Statement
of total recognised gains and losses (3,750) -
--------------- ---------------
At 25th March 2003 63,890 11,465
=============== ===============
17. RECONCILIATION OF MOVEMENTS IN Group
SHAREHOLDERS' FUNDS 2003 2002
#'000 #'000
Retained profit for the financial 9,331 5,269
year
(Deficit)/surplus on revaluation (18,036) 9,265
Current tax charged to the Statement
of total recognised gains and losses (3,750) (1,680)
-------------- --------------
Net (decrease)/increase in shareholders (12,455) 12,854
funds
Opening shareholders' funds 182,162 169,308
-------------- --------------
Closing shareholders' funds 169,707 182,162
=============== ===============
18. CONTINGENT LIABILITIES, GUARANTEES AND OTHER FINANCIAL COMMITMENTS
The Company has guaranteed the borrowings of certain subsidiaries. At 25th March
2003 the total of these borrowings was #145,788,000 (2002 -#135,789,000). In
addition, the company has guaranteed its share of the associated company loans
of #21,400,000 (2002 - #20,000,000).
The Group has operating lease commitments under which the minimum annual rentals
are as follows
Land and Buildings 2003 2002
#'000 #'000
2 - 5 years 86 86
======= =======
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
19. CAPITAL COMMITMENTS Group
2003 2002
#'000 #'000
The group has the following capital commitments
Authorised and contracted for 3,439 1,243
======= =======
20. SUBSIDIARY UNDERTAKINGS
The principal subsidiary companies, all of which are registered in England and
Wales and are wholly owned unless indicated, are shown below. Those companies
not directly owned by Compco Holdings plc are shown with an asterisk*.
Country of Nature of business
operation
Seymour Development England Property investment
Limited
Terrington Properties England Property investment
Limited
Haigside Limited England Property investment
and trading
Globestar Properties England Property investment
Limited
*Cadogan Properties England Property investment
Limited
Compco Camden Limited England Property investment
21. DIRECTORS' INTERESTS IN TRANSACTIONS
During the year the Group undertook the following transactions in which
directors had an interest:
i) The Group incurred fees totalling #423,392. (2002 -
#428,754) in respect of the management and agency fees of certain of the Group's
properties by Ross Jaye Sayer and Company Limited. Such fees are at normal
market rates and over 24% is recharged to tenants. Nigel Ross and Andrew Jaye
have a controlling interest in Ross Jaye Sayer and Company Limited.
ii) The Group paid fees at normal market rates totalling
#13,324 (2002 - #2,890) to Leaver Charles Granger Limited, a company in which
Brian Leaver is interested.
iii) Ross Jaye Sayer and Company Limited paid rent for use of a
property of #111,960 (2002 - #111,960), at normal market rates.
22. RECONCILIATION OF OPERATING PROFIT TO 2003 2002
NET CASH INFLOW FROM OPERATING #'000 #'000
ACTIVITIES
Operating profit 19,653 17,256
Depreciation 29 35
Decrease in stocks 215 124
(Increase)/decrease in debtors (6,780) 4,253
Increase/(decrease) in creditors 424 (2,445)
Amortisation of facility fees 182 195
------------- -------------
13,723 19,418
============= =============
COMPCO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 25TH MARCH 2003
23. RECONCILIATION OF NET CASH FLOW 2003
TO MOVEMENT IN NET DEBT #'000
Increase in cash 8,963
Net cash inflow from increase in (9,522)
debt
-------------
Movement in net debt (559)
Net debt at 26th March 2002 (157,746)
-------------
Net debt at 25th March 2003 (158,305)
=============
24. ANALYSIS OF NET DEBT
At 26th March At 25th March
2002 Cashflow 2003
#'000 #'000 #'000
Cash at bank 1,068 8,817 9,885
Bank overdrafts (146) 146 -
------------- ------------- -------------
922 8,963 9,885
Bank loans falling (4,767) - (4,767)
due within one
year
Bank loans falling (153,901) (9,522) (163,423)
due after one year
--------------- ------------- ---------------
Total (157,746) (559) (158,305)
============== ============= ==============
25. GOODWILL
The amount of goodwill eliminated against reserves in prior years is as follows:
#'000
Negative goodwill on the acquisition of
Haigside Limited and credited to other reserves 5,912
======
Goodwill eliminated against profit and loss account 181
======
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR NKBKKDBKKCAD