RNS Number:9305H
Bourne End Properties PLC
27 March 2000
PART 2
BOURNE END PROPERTIES PLC PRELIMINARY RESULTS - 12 MONTHS TO 31 DECEMBER
(CONTINUED)
Unaudited consolidated profit and loss account for the year ended 31 December
1999
Note 1999 1998
#'000 #'000 #'000 #'000
Rental income: Group and share of
joint ventures 20,092 18,522
Less: share of joint ventures'
rental income - (1,134)
Group rental income 20,092 17,388
Property expenditure (2,055) (1,718)
Net rental income 18,037 15,670
Administrative expenses (2,408) (1,819)
Group operating profit 15,629 13,851
Share of operating profit in joint
ventures - 836
_______ _______
Total operating profit:
Group and share of
joint ventures 15,629 14,787
Impairment in value of
joint venture - (378)
Provision for loss on
sale of investment properties (4,953) -
Profit/(loss) on sale of
investment properties
Group 452 (107)
Joint ventures - (142)
452 (249)
Loss on sale of subsidiary
companies 6 (15,684) -
(Loss)/profit on ordinary
activities before interest (4,556) 14,060
Net interest payable
Group (14,019) (12,828)
Joint ventures - (790)
1 (14,019) (13,618)
_______ _______
(Loss)/profit on ordinary
activities before taxation
Group (18,575) 538
Joint ventures - (96)
(18,575) 442
Taxation - Group 2 - (283)
_______ _______
(Loss)/profit attributable to
shareholders (18,575) 159
Dividends 3 (449) (826)
_______ _______
Amount transferred from reserves 12 (19,024) (667)
_______ _______
(Loss)/earnings per share - basic 4 (26.9)p 0.2p
(Loss)/earnings per share - diluted 4 (26.9)p 0.2p
Earnings per share on revenue
activities 4 2.3p 1.5p
All amounts relate to continuing activities
Unaudited statement of total recognised gains and losses and note of
historical cost profits and losses for the year ended 31 December 1999
Note Group Group
1999 1998
#'000 #'000
Statement of total recognised gains and losses
(Loss)/profit for the financial year (18,575) 159
Unrealised surplus on revaluation of
properties 12 10,644 7,325
Provision for loss on sale of investment
properties 4,953 -
_______ ______
Total recognised gains and losses for the year (2,978) 7,484
_______ _______
Note of historical cost profits and losses
Reported (loss)/profit on ordinary activities
before taxation (18,575) 442
Realisation of property revaluation
(losses)/gains 12 (3,246) 4,164
_______ _______
Historical cost (loss)/profit on
ordinary activities
before taxation (21,821) 4,606
_______ _______
Retained historical cost (loss)/profit
for the year after
taxation and dividends (22,270) 3,497
_______ _______
Unaudited balance sheets at 31 December 1999
Group Company
Note 1999 1998 1999 1998
#'000 #'000 #'000 #'000
Fixed assets
Investment
properties 5 169,875 215,570 2,500 -
Other fixed assets 287 319 287 319
Investment in joint ventures:
Share of gross assets - 6,363 - -
Share of gross liabilities - (4,530) - -
- 1,833 - -
Investments in subsidiaries 6 - - 47,935 64,856
170,162 217,722 50,722 65,175
------- ------- ------ ------
Current assets
Stock of properties 700 750 - -
Debtors 7 4,711 4,561 619 324
Cash at bank and in hand 2,665 5,099 2,575 1,525
8,076 10,410 3,194 1,849
Creditors: amounts falling due
within one year 8 (9,142) (31,045) (1,693)(11,374)
Net current
(liabilities)/
assets (1,066) (20,635) 1,501 (9,525)
_______ _______ ______ _______
Total assets less current
liabilities 169,096 197,087 52,223 55,650
Creditors: amounts falling due
after more than one year 9 (116,873) (141,437) - -
52,223 55,650 52,223 55,650
_______ _______ _______ ______
Capital and reserves
Called up share
capital 11 15,225 17,334 15,225 17,334
Share premium
account 12 11,415 26,915 11,415 26,915
Revaluation
reserve 12 22,208 3,365 22,208 448
Capital redemption
reserve 12 3,024 3,024 3,024 3,024
Non distributable reserve 12 351 - 351 -
Profit and loss account 12 - 5,012 - 7,929
Equity shareholders
funds 52,223 55,650 52,223 55,650
_______ _______ _______ _______
Net assets per share 14 85.8p 80.3p
Unaudited consolidated cash flow statement for the year ended 31 December
1999
1999 1998
#'000 #'000
Reconciliation of operating
profit to net cash inflow
from operating
activities
Group operating profit 15,629 13,851
Depreciation charges 95 81
Loss on disposal of other fixed assets - 2
Decrease/(increase) in debtors 564 (704)
(Decrease)/increase in creditors (234) 3,135
_______ _______
Net cash inflow from operating activities 16,054 16,365
_______ _______
Cash flow statement
Net cash inflow from operating activities 16,054 16,365
Returns on investments and servicing
of finance (note15) (14,229) (12,147)
Taxation (1,994) (653)
Net capital expenditure (note 15) (15,224) (49,188)
(15,393) (45,623)
Disposal of subsidiary undertakings (413) -
Cash balances disposed of (2,140) -
Equity dividends paid (1,277) (819)
_______ _______
(19,223) (46,442)
Management of liquid resources (note 16) 3,444 2,039
Financing (note 15) 16,885 43,903
Increase/(decrease) in cash 1,106 (500)
_______ _______
Reconciliation of net cash flow to
movement in net debt (note 16)
Increase/(decrease) in cash in the year 1,106 (500)
New loans in year (49,539) (59,270)
Repayment of loans 32,653 15,367
Loans repaid on disposal of subsidiaries 57,290 -
------- --------
41,510 (44,403)
Decrease in liquid resources (3,444) (2,039)
Non cash movement in financing charges (990) (277)
Change in net debt 37,070 (46,719)
Net debt at 1 January 1999 (152,306) (105,587)
Net debt at 31 December 1999 (115,230) (152,306)
_______ _______
Extracts from the notes to the unaudited financial statements for the year
ended 31 December 1999
1 Net interest payable
1999 1998
#'000 #'000
Interest payable on bank overdraft and
loans wholly repayable within 5 years 8,782 6,498
Interest payable on loans wholly repayable
after 5 years 5,567 6,794
Joint ventures - 790
Interest receivable (330) (464)
_______ _______
14,019 13,618
_______ _______
2 Taxation
1999 1998
#'000 #'000
Underprovision of corporation tax in prior year - 108
Advance Corporation Tax written off - 175
_______ _______
Tax charge for year - 283
_______ _______
The corporation tax liability for the year has been eliminated by the
availability of tax losses brought forward from previous years.
3 Dividends
1999 1998
#'000 #'000
Interim dividend of 0.65p per share
(1998 - 0.55p) 449 375
Final dividend
(1998 - 0.65p) - 451
_______ _______
449 826
_______ _______
The interim dividend was paid on 27 October 1999 to shareholders on the
Register on 6 September 1999.
4 Earnings per share
Earnings per share has been prepared in accordance with FRS14.
The basic earnings per share has been calculated on the loss on ordinary
activities after taxation of #18,575,000 (1998 - profit #159,000) and the
weighted average number of shares in issue during the year of 69,798,564
(1998 - 66,879,056).
The diluted earnings per share has been calculated on the loss on
ordinary activities after taxation of #18,575,000 (1998 - profit #159,000)
and the weighted average number of shares of 69,150,564 (1998 - 66,879,292)
including share options of Nil (1998 - 81,236).
Earnings per share on revenue activities of 2.3p has been calculated on the
loss on ordinary activities after taxation but excludes the loss on sale of
subsidiaries of #15,684,000, the profit on sale of investment properties of
#452,000 and the provision for loss on sale of certain investment properties
of #4,953,000. This earning's figure has been divided into the weighted
average number of shares after dilutive share options of 69,150,564 (1998 -
66,879,292). There
were no dilutive share options in 1999 (1998 - 81,236).
5 Investment properties
Group
Long
Freehold leasehold Total
#'000 #'000 #'000
At valuation
At 1 January 1999 169,478 46,092 215,570
Additions 871 16,935 17,806
Disposals (950) (1,875) (2,825)
Revaluation in subsidiaries
prior to sale 1,570 (493) 1,077
Properties in subsidiary
disposal (50,470) (20,850) (71,320)
Revaluation surplus 10,679 (35) 10,644
Re-classification (933) 933 -
Revaluation surplus 9,109 458 9,567
_______ _______ _______
At 31 December 1999 128,675 41,200 169,875
_______ _______ _______
The Group's investment properties were revalued at 31 December 1999 by DTZ
Debenham Tie Leung, Chartered Surveyors, at open market value. The book value
of properties has been adjusted to give effect to these valuations and the
resulting surplus or deficit transferred to the revaluation reserve.
The historical cost of the investment properties of the Group at 31 December
1999 is #152,620,000 (1998 - #210,022,000).
6 Investments
(a) Company
1999 1998
#'000 #'000
Investment in subsidiaries
At 1 January 1999
Net assets of subsidiaries 14,781
Loans to subsidiaries 50,075
_______
64,856
Increase in net assets
during the year (note 12) 7,860
Net decrease in loans to subsidiaries (9,892)
Disposals in year (14,889)
_______
(16,921)
_______
At 31 December 1999 47,935
_______
(b) Disposal of Subsidiary Companies
#'000
Loss on disposal of companies
Queenridge, Jacmar and W H
Corporation 189
Bourne End Properties (Office)
Limited, Stencroft
Properties Limited
Goldacre Investments Limited, Bourne End
(Nottingham) Limited and
Charlton Properties Limited 15,495
_______
15,684
_______
On 21 October 1999 it was announced that the company had reached agreement
with Vivienne Properties, a company connected with the family of Mr. Leo Noe,
the former chief executive of the Company("the Noe Interests"), for the
transfer to Vivienne Properties of certain subsidiaries of the company in
consideration for the cancellation of the ordinary shares of 25p each in the
capital of the company held by the Noe Interests, totalling in aggregate
8,436,131 ordinary shares.
This involved the company in transferring to the Noe Interests its investment
in Bourne End Properties (Offices) Limited, Goldacre Investments Limited,
Bourne End (Nottingham) Limited, Stencroft Properties Limited and Charlton
Properties Limited which at completion owned properties valued at #71.3
million subject to a Debenture Loan with an estimate market value as at 19
October 1999 of #72.4 million calculated in accordance with FRS 13 (face
value of #57.3 million); and the cancellation of 8,436,131 ordinary shares
held by the Noe Interests.
The cancellation of the shares was affected by means of a Scheme of
Arrangement under Section 425 of the Companies Act 1985 (as amended). In
order to offset the losses arising from the transfer of these assets,
approval was given by the Shareholders and was subsequently confirmed by the
sanction of the Court on 23 December 1999, to reduce the Share Premium
Account by #15.5m.
The loss on disposal of the subsidiary companies to Vivienne Properties
was made up as follows:
#'000
Assets leaving the Group (14,456)
Professional fees and
other transaction
costs (1,039)
_______
Loss on disposal (15,495)
_______
The property assets included in the net assets leaving the Group are based on
the values at 23 December 1999, and are summarised as follows:
Bourne
End Bourne
Properties Goldacre Stencroft End
(Offices) Investments Properties (Nottingham)
Limited Limited Limited Limited Total
#'000 #'000 #'000 #'000 #'000
Fixed
assets 13,370 42,450 750 14,750 71,320
Debtors 44,208 9 3 223 44,443
Cash at bank 1,774 - - 366 2,140
Creditors amounts
falling due within
one year (2,677) (27,050) (843) (16,395) (46,965)
Creditors:
amounts falling due
after more then one
year (56,116) - - (366) (56,482)
_______ _______ _______ _______ _____
559 15,409 (90) (1,422) 14,456
_______ _______ _______ _______ _____
7 Debtors
Group
1999 1998
#'000 #'000
Trade debtors 2,911 3,685
Other debtors 1,638 591
Advance corporation tax recoverable 39 39
Prepayments 123 246
_______ _______
4,711 4,561
_______ _______
The advance corporation tax recoverable of #39,000 falls due for repayment
after more than one year (1998 - #39,000).
Other debtors includes #200,000 deferred consideration which falls due after
more than one year.
8 Creditors: amounts falling due within one year
Group
1999 1998
#'000 #'000
Bank overdrafts - 97
Bank loans 1,022 16,349
Trade creditors 393 25
Other creditors 773 1,401
Other tax and social security 48 2,345
Dividend proposed - 826
Corporation tax - 35
Advance corporation tax - 109
Deferred income and accruals 6,906 9,858
_______ _______
9,142 31,045
______ _______
The bank loans are secured by way of a fixed charge on certain of
the Group's investment properties.
9 Creditors: amounts falling due after more than one year
Group
1999 1998
#'000 #'000
Bank loans:
Amounts repayable in more than one
but not more than two years 15,569 1,036
Amounts repayable in more than two
but not more than five years 87,504 69,785
Amounts repayable in more than five
years 13,800 70,139
Other creditors - 477
_______ _______
116,873 141,437
_______ _______
The bank loans are secured by way of fixed charges on certain of the Group's
investment properties.
The following information has been produced in order to comply with Finance
Reporting Standard No. 13 ("FRS13") "Derivatives and other financial
instruments: Disclosures". In accordance with FRS 13, such information is not
required to be included in the Group's consolidated balance sheet.
Fixed and swapped interest rate loans at 31 December 1999 totalled #84.4
million.
Set out below is an analysis of these loans by repayment date, or if earlier
the maturity date of the fixing, together with the market value reflecting
the difference between market interest rates applicable at 31 December 1999
and the rates historically committed at the time the fixing occurred.
Market Fair value
Loan value adjustment
#m #m #m
Year
2001 17.0 17.0 -
2002 18.0 18.1 0.1
2003 40.9 40.3 (0.6)
2004 8.5 8.0 (0.5)
_____ ____ ______
84.4 83.4 (1.0)
_____ ______ _____
Net of tax at 30% (0.7)
_______
10 Deferred taxation
If the Group were to sell all the properties at their revalued amounts the
unprovided potential tax liability/(asset) would be:
1999 1998
#'000 #'000
Group
Revaluation of investment properties 5,915 2,197
Unutilised tax losses (1,682) (557)
Advance corporation tax (707) (707)
_______ _______
3,526 933
_______ _______
Company
Revaluation of subsidiary companies 4,594 192
Unutilised tax losses 1,370 -
Advance corporation tax unutilised tax
losses (707) (707)
_______ _______
2,517 (515)
_______ _______
The potential group tax liability would be further reduced by approximately
#2.7m if realised capital losses of up to #9.0m (at 30.25%) which are subject
to agreement with the Inland Revenue were recognised.
11 Called up share capital
Ordinary shares of 25p each
Number Nominal value
1999 1998 1999 1998
#'000 #'000
Authorised 90,563,869 99,000,000 22,641 24,750
_________ _________ _________ ________
Allotted
and called-up
60,899,334 69,335,465 15,225 17,334
_________ _________ _________ _________
Number Nominal
value
#'000
Shares in issue at 1 January 1999 69,335,465 17,334
Shares cancelled in year 8,436,131 2,109
_________ ________
Shares in issue at 31 December
1999 60,899,334 15,225
_________ ________
8,436,131 shares representing 12% of the called up share capital were
cancelled during the year in consideration for the sale of certain subsidiary
companies.
12 Reserves
Capital Non- Profit
Share redemption distributable revaluation and loss
premium reserve reserve reserve reserves
#'000 #'000 #'000 #'000 #'000
Group
At 1 January
1999 26,915 3,024 - 3,365 5,012
Revaluation of
investment
properties for
the year
(note 5) - - - 10,644 -
Transfer on
sale of
revalued
properties - - - 3,246 (3,246)
Result for
the year - - (19,024)
Transfer to
profit
and loss
account
(i) (15,500) - - - 15,500
Provision for
loss on sale
of investment
properties - - - 4,953 -
Cancellation
of shares - - - - 2,109
Transfer to
non-
distributable
reserve
(i) - - 351 - (351)
_______ _______ _______ _______ _______
At 31
December
1999 11,415 3,024 351 22,208 -
_______ _______ _______ _______ ____
The amount of deferred taxation not provided on revaluation surpluses is
shown in note 10.
Included within the profit and loss account reserves at 1 January 1999 are
capital reserves arising on consolidation of #622,000. The relevant
proportion of the capital reserves are to be credited to the profit and loss
account on the disposal of the related business.
Within the profit and loss reserves there is no goodwill written off.
(i) In conjunction with the disposal of certain subsidiary companies
(see note 6) and following the approval given by the Shareholders and
subsequent confirmation by the sanction of the Court dated 23 December 1999,
the Share Premium Account was reduced by #15.5m, and a non-distributable
reserve was created.
Capital Non- Profit
Share redemption distributable Revaluation and loss
premium reserve reserve reserve reserves
#'000 #'000 #'000 #'000 #'000
Company
At 1
January
1999 26,915 3,024 - 448 7,929
Revaluation
of
investment
in
subsidiary
companies
in the year - - - 7,860 -
Transfer on
sale of
subsidiary
companies - - - 6,122 (6,122)
Retained
loss for the
year - (19,065)
Transfer to
profit and
loss
account (i) (15,500) - - - 15,500
Permanent
diminution
in value of
subsidiary
companies - - - 7,778 -
Cancellation
of shares 2,109
Transfer to
non-
distri-
butable
reserve(i) - - 351 - (351)
_______ _______ _______ _______ _____
At 31
December
1999 11,415 3,024 351 22,208 -
_______ _______ _______ _______ _______
At 31 December 1999, the surplus of #22,208,000 (1998 - #448,000) on the
revaluation reserve arises from the revaluation of investments in
subsidiaries.
(i) In conjunction with the disposal of certain subsidiary companies
(see note 6) and following the approval given by the Shareholders and
subsequent confirmation by the sanction of the Court dated 23 December 1999,
the Share Premium Account was reduced by #15.5m, and a non-distributable
reserve was created.
13 Reconciliation of movements in shareholders' funds
Group Company
1999 1998 1999 1998
#'000 #'000 #'000 #'000
(Loss)/profit
for the financial
year (18,575) 159 (15,225) 159
Dividends (note 3) (449) (826) (449) (826)
_______ _______ _______ _______
(19,024) (667) (15,674) (667)
Other recognised
gains and losses
relating to the year 15,597 7,325 12,247 7,325
New share capital issued - 6,401 - 6,401
_______ _______ _______ _______
Net additions
to shareholders'
funds (3,427) 13,039 (3,427) 13,039
Opening shareholders'
funds 55,650 42,591 55,650 42,591
_______ _______ _______ _______
Closing shareholders'
funds 52,223 55,650 52,223 55,650
_______ _______ _______ ______
14 Net assets per share
The net assets per share is calculated on net assets of #52,223,000 (1998 -
#55,650,000) and the number of shares in issue at the year end of 60,899,334
(1998 - 69,335,465).
15 Gross cash flows
1999 1998
#'000 #'000
Returns on investments and servicing of finance
Interest received 330 464
Interest paid (13,565) (12,502)
Finance fees paid (994) (109)
_______ _______
(14,229) (12,147)
_______ _______
Net capital expenditure
Distributions from joint venture 1,400 1,878
Payments to acquire tangible fixed
assets (19,931) (77,471)
Receipts from sales of tangible fixed
assets 3,307 26,405
_______ _______
(15,224) (49,188)
_______ _______
15 Gross cash flows (Continued)
1999 1998
#'000 #'000
Financing
Repayment of loans (32,654) (15,367)
New loans in the year 49,539 59,270
_______ _______
16,885 43,903
_______ _______
16 Analysis of changes in net debt
At At
1 January Other 31 December
1999 Cash flows changes 1999
#'000 #'000 #'000 #'000
Current asset
investments 3,574 (3,444) - 130
Cash in hand
and at bank 1,526 1,009 - 2,535
Overdrafts (97) 97 - -
________ ________ ________ _______
5,003 (2,338) - 2,665
Debt due
within 1 year (16,349) 15,546 (221) (1,024)
Debt due after 1
year (140,960) 24,848 (769) (116,871)
________ ________ ________ _______
(152,306) 38,066 (993) (115,230)
________ ________ ________ _______
The statutory accounts for the year ended 31 December 1998 contained an
unqualified report by the Company's auditors and have been filed with the
Registrar of Companies.
The financial information in this statement of preliminary unaudited results
relating to the year ended 31 December 1999 does not constitute statutory
accounts within the meaning of Section 240 of the Companies Act 1985.
The Annual Report and Accounts for the year ended 31 December 1999 will be
circulated to shareholders prior to the AGM and copies will be available to
members of the general public from the Company's registered office, 9 Queen
Anne Street, London, W1M 9FD.
Contact: Bourne End Properties plc 020-7927 8000
David Roberts, Chief Executive or Duncan Bain, Finance Director
Bankside Consultants 020-7220 7477
Baron Phillips
END
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