RNS Number:9009S
American ZDP Limited
04 December 2003
American ZDP Limited
Preliminary Announcement of Annual Unaudited results
For the year ended 30 September 2003
Chairman's Statement
Market conditions for all aspects of the Company's investments in the first half
of the current financial year remained very difficult. The Company's net asset
value per Zero Dividend Preference ("ZDP") share remains substantially below the
entitlement of 129.17p at 30th September 2003, standing at 36.84p. At this level
Group assets would have to grow by circa 48.18 per cent. Compound per annum
between 1st October 2003 and redemption on 31st March 2008 in order for the
Company to be able to redeem the ZDP shares at their full entitlement of
190.43p.
On 25th June 2002 shareholders approved resolutions giving the Company a general
authority to purchase its own Zero Dividend Preference ("ZDP") shares in the
market and cancel up to 14.99 per cent of ZDP shares.
This authority was not renewed at the Annual General Meeting held on 29th
January 2003. It is intended that this should be rectified at the forthcoming
Annual General Meeting in 2004.
Current advice received by the Directors suggests that the Company cannot buy
back any ZDP shares until such time as the dividends on the parent company's
annuity shares have been fully restored. However, a resolution will be proposed
at the AGM to enable repurchases should circumstances change in the future
Robert Ottley
Chairman
4 December 2003
Statement of Total
Return
---------------------- ----------------- -----------------
Year ended Year ended
30 September 2003 30 September 2002
(unaudited) (audited)
----------------- -----------------
Revenue Capital Total Revenue Capital Total
#'000 #'000 #'000 #'000 #'000 #'000
---------------------- ------- ------- ------- ------- ------- -------
Provision against loan - (14,211) (14,211) - - -
to parent company
---------------------- ------- ------- ------- ------- ------- -------
Net loss on ordinary - (14,211) (14,211) - - -
activities
Dividends and other
appropriations
Compounding - (2,400) (2,400) - (2,202) (2,202)
entitlement of ZDP
shares
---------------------- ------- ------- ------- ------- ------- -------
Transfer from - (16,611) (16,611) - (2,202) (2,202)
reserves
---------------------- ------- ------- ------- ------- ------- -------
Return per share per
ZDP share (pence):
Per Articles of - (81.66) (81.66) - 9.79 9.79
Association
---------------------- ------- ------- ------- ------- ------- -------
Per FRS 4 - 10.67 10.67 - 9.79 9.79
---------------------- ------- ------- ------- ------- ------- -------
The revenue column of this statement represents the revenue account of the
Company.
All revenue and capital items in the above statement derive from continuing
operations.
Balance Sheet
-------------------------------- ------------ -----------
As at As at
------------ -----------
30 September 30 September
2003 2002
(unaudited) (audited)
------------ -----------
#'000 #'000
-------------------------------- ------------ -----------
Fixed assets
Loan to parent company 22,500 22,500
Provision on loan to parent company (14,211) -
-------------------------------- ------------ -----------
Net assets 8,289 22,500
-------------------------------- ------------ -----------
Share capital and reserves
Called-up share capital 225 225
Special reserve 22,275 22,275
Capital reserve (20,774) (4,163)
ZDP shares redemption reserve 6,563 4,163
-------------------------------- ------------ -----------
Total Shareholders' funds 8,289 22,500
-------------------------------- ------------ -----------
Attributable under an Articles of Association
basis:
ZDP shares 8,289 26,663
Ordinary shares - (4,163)
-------------------------------- ------------ -----------
8,289 22,500
-------------------------------- ------------ -----------
Attributable under a FRS 4 basis:
ZDP shares 29,063 26,663
Ordinary shares (20,774) (4,163)
-------------------------------- ------------ -----------
8,289 22,500
-------------------------------- ------------ -----------
Net Asset Value per share on an Articles of
Association basis (pence):
ZDP 36.84 118.50
-------------------------------- ------------ -----------
Net Asset Value per share on a FRS 4 basis
(pence):
ZDP 129.17 118.50
-------------------------------- ------------ -----------
Cash Flow Statement
---------------------------------- ----------- -----------
Year ended Year ended
30 September 30 September
----------- -----------
2003 2002
(unaudited) (audited)
----------- -----------
#'000 #'000
---------------------------------- ----------- -----------
Net cash inflow from operating - -
activities
Net cash inflow from financing - -
---------------------------------- ----------- -----------
Movement in cash in year - -
---------------------------------- ----------- -----------
Reconciliation of net cash flow to
movements in net debt
Movement in cash in year as above - -
Opening net funds - -
---------------------------------- ----------- -----------
Closing net funds - -
---------------------------------- ----------- -----------
There were no cash inflows/(outflows) for the years ended 30 September 2003 and
30 September 2002.
Notes:
1. Return per share
Articles basis
The capital return per ZDP share is based on the compounding entitlement payable
on redemption of the shares of #2,400,000 (2002 - #2,202,000), less the
provision on the loan to the holding company of #14,211,000 (2002 - #nil) and
less the shortfall in assets of the holding company of #6,563,000 (2002 - #nil)
to meet the liability of the Ordinary shares under the subscription agreement
and on 22,500,000 (2002 - 22,500,000) ZDP shares, being the weighted average
number of ZDP shares in issue during the year.
FRS 4 basis
The capital return per ZDP share is based on the compounding entitlement payable
on redemption of the shares of #2,400,000 (2002 - #2,202,000) and on 22,500,000
(2002 - 22,500,000) ZDP shares, being the weighted average number of ZDP shares
in issue during the year.
2. Net asset value per share
The net asset value per share and the net asset values attributable to each
class of share at the year end on an Articles basis were as follows:
2003 2002
Net asset value Net asset values
per share attributable attributable
2003 2002 2003 2002
p p #'000 #'000
ZDP shares 36.01 118.50 8,103 26,663
--------- ------- ------ -------
The net asset value per share and the net asset values attributable to each
class of share at the year end on a FRS 4 basis were as follows:
2003 2002
Net asset value Net asset values
per share attributable attributable
2003 2002 2003 2002
p p #'000 #'000
ZDP shares 129.17 118.50 29,063 26,663
-------- ------- ------- -------
The movements during the year of the assets attributable to each class of share
on an Articles of Association basis were as follows:
ZDP Ordinary
shares shares Total
#'000 #'000 #'000
Balance at 1 October 2002 26,663 - 26,663
Transfer of accrued redemption premium 2,400 - 2,400
Shortfall to meet the liability of the
Ordinary
shares under the subscription agreement (6,563) - (6,563)
Provision on loan to holding company (14,397) - (14,397)
--------- ------- --------
Balance at 30 September 2003 8,103 - 8,103
--------- ------- --------
The movements during the period of the assets attributable to each class of
share on a FRS 4 basis were as follows:
ZDP Ordinary
shares shares Total
#'000 #'000 #'000
Balance at 1 October 2002 26,663 (4,163) 22,500
Transfer of accrued redemption premium 2,400 (2,400) -
Provision on loan to holding company - (14,397) (14,397)
-------- ------- -------
Balance at 30 September 2003 29,063 (20,960) 8,103
-------- ------- -------
The net asset value per ZDP share on an Articles basis is based on net ZDP
Shareholders' funds of #8,289,000 (2002 - #26,289,000) and on 22,500,000 (2002 -
22,500,000) ZDP shares, being the number of ZDP shares in issue at the year end.
The net asset value per ZDP share on an FRS 4 basis is based on net ZDP
Shareholders' funds of #29,063,000 (2002 - #26,663,000) and on 22,500,000 (2002
- 22,500,000) ZDP shares, being the number of ZDP shares in issue at the year
end.
The analysis of Shareholders' funds on the face of the Balance Sheet has been
computed in accordance with the provision of Financial Reporting Standard 4
"Capital Instruments" and also under the Articles the respective classes of
share on a return of assets at 30 September 2003.
A reconciliation between the FRS 4 and Articles basis is shown below:
30 September 30 September
2003 2002
Reconciliation of FRS 4 to Articles of #'000 #'000
Association basis
FRS 4 ZDP shares net assets attributable 29,063 26,663
Provision on loan to holding company (14,397) -
Shortfall to meet the liability of the - -
Ordinary shares under the
subscription agreement (6,563) -
--------- ---------
ZDP shares net assets attributable under 8,103 26,663
the Articles of Association --------- ---------
There is currently a shortfall in assets to meet the obligations of the ZDP
Shareholders in the holding company of #20,774,000, made up of the provision on
the loan to the holding company of #14,211,000 and the shortfall to meet the
liability of the Ordinary shares under the subscription agreement of #6,563,000.
If the Group had been wound up on 30 September 2003 there would not have been
enough assets to fully meet the obligations of the ZDP Shareholders.The net
asset value of the ZDP shares at 31 September 2003, taking into account this
shortfall but excluding notional liquidation costs and adjustments to the
carrying value of investments, would be 36.84p per share.
The hurdle rate of the ZDP Shareholders to achieve the planned redemption amount
of 190.43p on 31 March 2008 at 30 September 2003 was 48.18 per cent compound per
annum. The rate of cover was 0.17.
3. Loan to parent company
The Directors have considered the recoverability of the loan to the parent
company in light of its net liabilities of #20,774,000 and the shortfall in
assets attributable to the ZDP shareholders of the Group of #20,774,000.
The Directors consider that it is prudent and best accounting practice to have a
provision against the loan to the holding company.
The Company has a fixed life to 31 March 2008 at which time it will be wound up
and if sufficient assets are available at this time ZDP Shareholders will be
paid their final capital entitlement.This is still some time away and the
Directors still consider the Group and Company to be a going concern.
By providing #14,211,000 against the loan to the holding company and by
reflecting the shortfall to meet the liability of the Ordinary shares under the
subscription agreement of #6,563,000, the Directors consider the financial
statements to fairly reflect the shortfall in assets of the holding company of
#20,774,000.
4. The financial information for the year ended 30 September 2003 comprise
non-statutory accounts. The financial information for the year ended 30
September 2002 has been extracted from the published accounts that have been
delivered to the Jersey Financial Services Commission and on which the report of
the auditors is unqualified and did not contain a statement under Article 111 of
the Companies (Jersey) Law 1991. The statutory accounts for 2003 will be
finalised on the basis of the financial information presented by the Directors
in this preliminary announcement and will be delivered to the Jersey Financial
Services Commission in due course.
5. The Annual Report will be posted to shareholders in due course and further
copies will be available from the registered office, Aberdeen Asset Managers
Jersey Limited, No.1 Seaton Place, St. Helier, Jersey JE4 8YJ.
Aberdeen Asset Managers Jersey Limited
Secretaries
4 December 2003
This information is provided by RNS
The company news service from the London Stock Exchange
END
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