Final Results
February 13 2003 - 2:30AM
UK Regulatory
RNS Number:4243H
Lowe(Robert H.) PLC
13 February 2003
ROBERT H LOWE PLC
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 OCTOBER 2002
CHAIRMAN'S STATEMENT AND REVIEW OF OPERATIONS
INTRODUCTION
Results
Since all of the Company's businesses have been disposed of, there was no
turnover during the period or the comparative period shown.
The Group recorded a profit on ordinary activities before taxation of #90,000
(2001 #368,000). This profit is after allowing for advisers' costs of #215,000
in respect of a proposed acquisition which was aborted when it was considered no
longer to be in the shareholders' interest to proceed. Net interest income
amounted to #91,000 (2001 #100,000). The results for the year also include the
refund of the surplus on the Wescot Textiles Limited Retirements Benefits Plan
of #423,000. After a charge for taxation withheld from the surplus of #148,000
there was a loss on ordinary activities after taxation of #58,000 (2001 profit
#368,000).
Dividends
Although an appropriation has been made for the dividend on the Company's
cumulative preference shares, company law prevents payment to shareholders until
the company has sufficient distributable reserves. No dividend is proposed on
the company's ordinary share capital.
Financing
The Company had net funds at 31 October 2002 of #2,614,000 (2001 #2,674,000).
Disposals
The successful sub letting of the Company's remaining unlet property, resulted
in the release to profit and loss account of a provision no longer required
amounting to #50,000.
Pension Schemes
I am pleased to report that the Robert H. Lowe plc Retirement & Death Benefit
Scheme is very comfortably in surplus on a minimum funding requirement ("MFR")
basis. There is a surplus of #63,000 (2001 #175,000) on the comparison of the
present value of scheme liabilities as against market value of assets as
required under FRS17. The scheme's assets have now been invested in gilt edged
stocks with a maturity profile matching as closely as possible the scheme's
eventual liabilities.
Corporate activity
On 8 October 2002 the Company announced that it had entered into exclusive
negotiations regarding the possible acquisition of a provider of computer-based
training products with particular relevance to the aviation security sector.
The announcement stated that this acquisition would constitute a reverse take
over and that in preparation for the transaction the Company was moving from the
Full List to AIM.
It was further announced that Strand Associates Limited, the Company's largest
shareholder, had agreed to advance a working capital loan of up to #1,000,000 to
the target company. Funds totalling #855,000 inclusive of interest were
advanced under this arrangement and once the Company's shares had ceased to be
quoted on the Main Market, Strand Associates Limited exercised a Put Option
arrangement whereby the Company took over the loan. The Company subsequently
advanced a further #150,000 directly to the target company.
As a result of the announcement of the proposed transaction and the move to AIM
the Company's shares have been suspended pending publication of a circular in
connection with the proposed acquisition.
A circular to shareholders accompanies our report and accounts which are being
posted to shareholders setting out details of the proposed acquisition of Smart
Approach Limited. This circular also sets out the terms of an open offer to
shareholders and contains Notices of an Annual General Meeting and an
Extraordinary General Meeting. The EGM resolutions seek inter alia
shareholders' approval of the proposed acquisition, a waiver under Rule 9 of The
City Code on Takeovers and Mergers, the adoption of new share option schemes and
the Company's name being changed to Smart Approach Group plc. Assuming
shareholders approve all the resolutions to be put to the EGM it is expected
that the Company's existing ordinary shares of 1 pence each will be readmitted
to trading on AIM on 11 March 2003 and the Open Offer Shares will be admitted to
trading on 12 March 2003.
David J Sebire
Chairman
13 February 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31 October 2002
2002 2001
#'000 #'000
Notes
Turnover - -
Cost of sales - -
Gross profit - -
Administrative expenses - discontinued operations 423 144
- continuing operations (424) (139)
(1) 5
Operating (loss)/profit - discontinued operations 423 144
- continuing operations (424) (139)
Operating (loss)/profit (1) 5
Share of associate's (loss) - (5)
Profit on sale/closure of businesses - 193
Profit on sale of fixed assets - 89
(Loss)/profit before interest (1) 282
Net interest receivable 91 100
Share of associate's interest - (14)
Profit on ordinary activities before taxation 90 368
Taxation 2 (148) -
(Loss)/profit on ordinary activities after taxation (58) 368
Non-equity appropriations (4) (4)
(Loss)/profit retained for the year (62) 364
(Loss)/earnings per ordinary share (basic and diluted)
3 (0.05p) 0.28p
CONSOLIDATED BALANCE SHEET
as at 31 October 2002
2002 2001
#'000 #'000 #'000 #'000
Fixed Assets
Tangible assets - -
Investments - -
- -
Current Assets
Debtors 168 65
Cash at bank and in hand 2,690 2,771
2,858 2,836
Creditors:
amounts falling due within one year (275) (150)
Net Current Assets 2,583 2,686
Total Assets Less Current Liabilities 2,583 2,686
Provisions for Liabilities and Charges (27) (80)
2,556 2,606
Capital and Reserves
Called up share capital - Equity 1,310 1,310
- Non Equity 60 60
1,370 1,370
Share premium account 76 76
Special capital reserve 3,328 3,328
Profit and loss account (2,218) (2168)
Shareholders' funds 2,556 2,606
Equity shareholders' funds 2,484 2,546
Non-equity shareholders' funds 72 60
2,556 2,606
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 October 2002
2002 2001
#'000 #'000
Operating Activities
Net cash outflow from operating activities before exceptional items (211) (292)
Cash inflow/(outflow) from exceptional items 60 (51)
Net cash outflow from operating activities (151) (343)
Returns on investments and servicing of finance
Interest paid (2) -
Interest received 93 102
Net cash inflow from returns on investments
and servicing of finance 91 102
Capital expenditure and financial investment
Sale of tangible fixed assets - 750
Net cash inflow from capital expenditure - 750
Acquisitions and disposals
Sale of subsidiary undertakings (net of disposal costs) - (130)
Sale of associate - 54
Net cash outflow from acquisitions and disposals - (76)
Management of liquid resources
Cash placed on short term deposit - (700)
Withdrawals from short term deposits 50 -
50 (700)
Financing
Decrease in short term borrowings (21) (111)
(21) (111)
Movement in cash (31) (378)
Reconciliation of net cash flow to movement in net funds/(debt)
Movement in cash (31) (378)
Cash outflow from decrease in loans 21 111
Management of liquid resources (50) 700
Movement in net funds in the year (60) 433
Net funds at 1 November 2,674 2,241
Net funds at 31 October 2,614 2,674
OTHER STATEMENTS
for the year ended 31 October 2002
2002 2001
#'000 #'000
Reconciliation of movements in shareholders' funds
Total recognised (losses)/gains for the year (58) 368
Preference dividends 8 (4)
Credit back of preference dividends not paid 12 -
Net (decrease)/increase (50) 364
At 1 November 2,606 2,242
At 31 October 2,556 2,606
During the year, in light of the deficit on the profit and loss account reserve
and the Company's continuing inability to pay preference dividends the accrued
dividends have been reclassified as an appropriation of shareholders' funds and
accordingly added back in the reconciliation of movements in shareholders' funds
above.
NOTES TO THE PRELIMINARY ANNOUNCEMENT
31 October 2002
1. Statement under S.240 - Publication of Non-Statutory Accounts
The Preliminary Announcement for the financial year ended 31 October 2002 has
been extracted from the Group's audited 2002 statutory accounts, upon which the
auditors' opinion is unqualified. This announcement does not constitute Full
Accounts within the meaning of section 240 of the Companies Act 1985. The 2001
comparatives have been extracted from the audited accounts as filed with
Companies House and the 2002 accounts will be filed in due course.
Basis of preparation
The accounts have been prepared under the historical cost convention, on a
consistent basis as set out in the previous year's accounts and in accordance
with all applicable United Kingdom accounting standards.
2. Taxation
2002 2001
#'000 #'000
#'000 #'000
Corporation tax on refund of surplus 148 -
There is no deferred tax charge or credit in either the current year or prior
year.
There is no provision for deferred taxation. At 31st October 2002, the Group
had an estimated #14.9 million (2001: #14.8 million) of capital losses carried
forward. In addition, there are also losses and other timing differences of
#2.0 million (2001: #1.6 million) available to the Group. The deferred tax
impact of these losses has not been recognised in the accounts on the basis that
there is insufficient evidence that the assets will be recoverable. The capital
losses will be available to offset future capital gains. Other losses and
timing differences will only be available to offset future interest income and
income arising from activities as a holding company.
3. Earnings/(Loss) per Ordinary Share
The earnings/(loss) per share is calculated by reference to the average number
of ordinary shares in issue of 131,046,137 (2001: 131,036,137) and losses of
#62,000 (2001: profits of #364,000), after preference dividends of #3,900 (2001:
#3,900). There is no difference between basic and diluted earnings per share.
4. Cash flow notes
(a) Reconciliation of operating (loss)/profit to net cash outflow from
operating activities before
exceptional items:
2002 2001
#'000 #'000
Operating (loss)/profit (1) 5
Exceptional items (208) -
Increase in debtors (103) 38
Increase in creditors and provisions 101 (335)
Net cash outflow from operating activities before
exceptional items (211) (292)
(b) Analysis of net funds
2001 Cash flow 2002
#'000 #'000 #'000
Cash at bank and in hand 71 (31) 40
Short term deposits 2,700 (50) 2,650
Debt less than 1 year (97) 21 (76)
2,674 (60) 2,614
5. Copies of this Announcement
Copies of this announcement are available from the Company's registered office
at 14 Bilton Road, Erith, Kent DA8 2AN. The full Annual Report and Accounts is
being posted to shareholders today, combined with a circular to shareholders,
and will be delivered to the Registrar of Companies also today.
Enquiries:
David Sebire Tel: 01322 339499
This information is provided by RNS
The company news service from the London Stock Exchange
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