TIDMNBP
RNS Number : 9413F
Narborough Plantations PLC
26 February 2015
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
RESPONSIBILITY STATEMENT
We confirm to the best of our knowledge:
(a) The condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting';
(b) The interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the nine months and description of principal risks and
uncertainties for the remaining three months of the year); and
(c) The interim management report includes a fair review of the
information as required by DTR 4.2.8R (disclosure of related
parties' transactions and changes therein).
By order of the Board,
Chairman of the Audit Committee
Mohd Razali Bin Mohd Amin
25 February 2015
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
INTERIM MANAGEMENT REPORT
To the members of The Narborough Plantations, plc ("the
Company")
Cautionary Statement
This Interim Management Report (IMR) has been prepared
solely to provide additional information to shareholders
to assess the Company's strategies and the potential
for those strategies to succeed. The IMR should not
be relied on by any other party or for any other purpose.
The IMR contains certain forward-looking statements.
These statements are made by the directors in good
faith based on the information available to them up
to the time of their approval of this report but such
statements should be treated with caution due to the
inherent uncertainties, including both economic and
business risk factors, underlying any such forward-looking
information.
------------------------------------------------------------
This interim management report has been prepared for the Company
as a whole and therefore gives greater emphasis to those matters
which are significant to the Company and its associate undertakings
when viewed as a whole.
The Company's Business Model and Strategy
The Company was incorporated in the United Kingdom on 27 April
1910 and listed on the London Stock Exchange under FTSE Fledgling
(ex IT) index on 21 April 1948. It is also registered as a foreign
company in Malaysia under the Companies Act, 1965 in Malaysia.
The principal activity of the Company in the course of the nine
months ended 30 September 2014 remained unchanged and consists of
cultivation of oil palm at an area known as Sungkai in the State of
Perak, Malaysia. The oil palm is a perennial crop which starts
yielding palm fruits for oil about three years after planting and
it has a continual productive lifespan of 25 - 30 years.
Income
The Company's income is mainly derived from the sale of oil palm
Fresh Fruit Bunches ("FFB") and other income such as interest
received from fixed deposits and supplemented by replanting
subsidies from the Government of Malaysia as and when granted.
Sustainable growth and strong cash generation
The Company's oil palm estate spans approximately 564 hectares
with a planted area of 555 hectares which was formerly planted with
rubber trees. The oil palm trees are scheduled to be replanted
approximately every 25 - 30 years to maintain quality FFB yield for
sustainable revenue growth. The Company's strategy is to achieve
higher profitability through disciplined allocation of resources
towards achieving higher quality FFB yields with high oil
extraction rates which increases the price that can be achieved
from FFB leading to strong cash generation.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
INTERIM MANAGEMENT REPORT - continued
Key Performance Indicators
As set out in our most recent annual report, the Company's
performance is measured with the following fundamental key
performance indicators (KPIs). Performance for the year ended 31
December 2014 together with the prior year performance data are set
out in the table below. The source of data and calculation methods
used are consistent with those disclosed in the 2013 annual
report.
Variance
Year ended 31 December 2014 2013 (%)
------------------------------- ---------- ---------- ---------
Financial KPIs
Earnings per share (pence) 3.79 4.05 -6%
Net Asset Value per share
(incl. Intangibles) (pence) 135.90 138.10 -2%
Operating Margin 34.76% 33.77%
Return on Capital Employed 2.56% 2.93% -13%
Non-financial KPIs
Yield (Metric Tonne ["MT"]) 11,500.92 10,036.25 15%
Yield per hectare (MT / hect) 27.77 23.98 16%
* Emission intensity ratio will be reported in the
Annual Report 2014 to be released in due course.
The results in the table above show that we met our targets for
3 of our 6 KPIs due to the increase in productivity. The increase
in production is due to good weather with ample rain encountered in
the last half of 2013. The decrease in Earnings Per Share and
Return on Capital Employed is mostly due to lower share of
operating profit in associate after tax.
Given the dry weather encountered during the months of June and
July, production of FFB has decreased in the final quarter.
Due to the above, the directors have taken measures to counter
any further drop in production expected in the months ahead by
improving FFB harvesting and collection methods to ensure stability
in the Company's revenue.
Whilst other performance measures may be discussed in the IMR,
the above KPIs are the Company's main performance measure.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
INTERIM MANAGEMENT REPORT - continued
Results for the year ended 31 December 2014
Year ended 31 December 2014 2013 2014 2013
RM RM GBP GBP
Revenue 5,947,937 5,014,013 1,103,513 1,017,041
------------ ------------ ---------- -----------
Cost of sales (2,201,317) (2,356,349) (408,408) (477,961)
------------ ------------ ---------- -----------
Gross profit 3,746,620 2,657,664 695,105 539,080
------------ ------------ ---------- -----------
Operating profit /
(loss) 2,072,187 1,750,872 383,577 343,455
------------ ------------ ---------- -----------
Share of operating
profit in associate
after tax 739,844 1,173,961 137,105 237,977
Profit before tax 3,068,651 3,206,778 568,323 638,783
------------ ------------ ---------- -----------
Earnings per share 18.74 20.41 3.47 4.05 pence
sen sen pence
------------ ------------ ---------- -----------
Revenue
The Company's revenue increased from RM5,014,013 (GBP1,017,041)
for the year ended 31 December 2013 to RM5,947,937 (GBP1,103,513)
for the current period. This is due to the increase in average FFB
prices for the year from RM499.59 per MT for year ended 31 December
2013 to RM517.17 per MT for the current financial year in relation
to higher average CPO prices for the current year ended 31 December
2014. FFB production has also increased by 15% as compared to the
previous year ended 31 December 2013.
This is in line with the anticipated results as reported in our
last annual report.
Gross operating margin and operating profit
Given the increase in FFB price and production, gross operating
margin has increased to 34.76% for the year ended 31 December 2014.
This is indicated in the current year operating profit of
RM2,072,187 (GBP383,577) as compared to the operating profit
reported to you for the year ended 31 December 2013 of RM1,750,872
(GBP343,455).
Dividend paid
There was no dividend proposed or paid during the current
quarter ended 31 December 2014.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
INTERIM MANAGEMENT REPORT - continued
Financial position
The Company has continued to maintain a strong financial
position as at 31 December 2014, with net assets of RM98,241,381
(GBP18,055,525) as compared with the net assets as at 31 December
2013 of RM99,510,481 (GBP18,390,337). Cash and short term deposits
totalled RM12,666,396 (GBP2,328,382) as compared with RM12,838,794
(GBP2,373,159)of the previous financial year ended 31 December
2013. The company has no bank borrowings.
Cash flow
Net cash flow from operating activities for the year ended 31
December 2014 was RM1,673,744 (GBP310,034) as compared to the net
cash flow of RM867,441 (GBP180,948) for the comparative period in
2013. This is due to the increase in revenue as compared to the
year ended 31 December 2013.
Retirement benefits
Retirement benefits for the Company's employees remains as that
stated under Note 1.10 on Page 65 of our Annual Report 2013.
Events after the balance sheet date
There were no significant events after the balance sheet date
that would affect the financial position of the company.
Mandatory Cash Offer - The Narborough Plantations, PLC
On 4 December 2014, Riverview Rubber Estates, Berhad ("RREB")
announced that it had agreed to acquire 3,466,260 ordinary shares
of 10 pence each ("Ordinary Shares") of the Company from Puan Sri
Datin Hamidah Bt Abdul Rahman ("Share Acquisition"), this
represented 26.03 percent of the issued ordinary share capital of
Narborough ("Issued Ordinary Shares"). The Share Acquisition was at
a price of RM7.00 (Ringgit Malaysia) per share which equates to
GBP1.29 per Ordinary Share.
On completion of the Share Acquisition, Riverview and persons
acting in concert with it will hold 10,158,569 Ordinary Shares
representing 76.29 percent of the Issued Ordinary Shares.
Under Rule 9 of the United Kingdom Takeover Code, RREB was
required to make an offer for all of the Ordinary Shares of the
Company that it does not already own.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
INTERIM MANAGEMENT REPORT - continued
Mandatory Cash Offer - The Narborough Plantations, PLC -
continued
On 22 December 2014, RREB announced that it would be make an
unconditional mandatory offer ("Offer") in cash for the 3,217,970
Ordinary Shares that it does not already own and agreed to acquire
these shares at a price of GBP1.29 per Ordinary Share which valued
the Ordinary Shares that are the subject of the Offer at GBP4.15
million and the whole of the Issued Ordinary Shares at GBP17.2
million
Under the terms of the Offer, the Company's shareholders were
being offered the opportunity to elect to receive an offer price of
either GBP1.29 or RM7.00 (Ringgit Malaysia).
The Offer would initially remain open for acceptance until 1.00
pm on 9 February 2015. Upon expiration of the initial offer, the
offer was then extended until 1.00 pm on 23 February 2015. The
offer has since been extended and will remain open for acceptances
until 1.00 pm on 16 March 2015.
As at 1.00 pm (London time) on 23 February 2015, RREB had
received valid acceptances of 2,807,936 shares, representing
approximately 21.09 percent of the existing issued share capital of
Narborough and 87.26 percent of the Offer Shares. Together with the
existing holding of 10,098,600 shares, the Company now owns or has
valid acceptances of 12,906,536 shares, representing 96.92 percent
of the issued share capital of Narborough.
Further details of the MGO process are available on the
Company's website www.narboroughplantations.com and the London
Stock Exchange.
Related party transaction
There were no significant related party transactions of the
Company for the current year ended 31 December 2014.
Risk and uncertainties
There are a number of potential risks and uncertainties which
could have a material impact on the Company's performance during
the final three months of the financial year and could cause the
actual results to differ materially from expected and historical
results. The directors do not consider that the principal risks and
uncertainties have changed since the publication of the annual
report for the year ended 31 December 2013 and the unaudited
Interim Management Report for year ended 31 December 2014. A
detailed explanation of the risks summarised below, and how the
Company seeks to mitigate the risks, can be found on pages 91 to 95
of the annual report which is available at
www.narboroughplantations.com
Principal risks and uncertainties
-- Unexpected variations in crop, principally caused by unusual
weather and pest infestation.
-- Variations in commodity prices.
-- Input cost inflation.
Interest rate risk
The Company's income and operating cash flows are substantially
independent of changes in market interest rates. As the Company
does not have any borrowings, interest rate exposure arises solely
from short term deposits with financial institutions.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
INTERIM MANAGEMENT REPORT - continued
Credit risk
The Company has only one customer and is on short credit
terms.
Short term deposits and cash and bank balances are placed with
major financial institutions in Malaysia, Singapore and United
Kingdom.
Liquidity risk
Liquidity risk arises from the Company's management of working
capital. It is the risk that the Company will encounter difficulty
in meeting its financial obligations as they fall due.
Currency risk
The Company is exposed to currency risk as a result of the
foreign currency transactions entered into in currencies other than
Ringgit Malaysia.
Going concern
As stated in Note 2 of the condensed financial statement, the
directors are satisfied that the Company has sufficient resources
to continue in operation for the foreseeable future, a period of
not less than 12 months from the date of this report. Accordingly,
they continue to adopt the going concern basis in preparing the
condensed financial statements.
Future outlook
CPO prices was sluggish for the last 3 month of 2014 with the
highest being RM2,208/MT due to the low demand for palm oil and
high inventory. According industry analysts, production of palm oil
may see flattish growth in 2015 due to tree stress caused by the
monsoon flooding in Malaysia at the end of 2014 and dry spells in
Indonesia.
Major growers have been curbing output growth by proceeding with
replanting to address the decline in palm oil prices but this has
hit a headwind with the soaring supplies of rival soybean oil. A
slowdown in the purchases of palm oil by the top buyers, India and
China due to a slowdown in the economy and cheaper alternative
oils.
Indonesia and Malaysia have adopted ambitious biodiesel mandates
to stoke domestic consumption of palm and whittle down stocks but
this may be curbed by tumbling crude oil prices. Malaysia's
industry regulator, the Malaysian Palm Oil Board predicted palm oil
prices to be volatile between RM1,820 - RM2,750 due to uncertainty
in the global economy.
However, barring any unforeseen circumstances, the directors
expect the performance of the Company for the coming financial year
in 2015, to be satisfactory.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
INTERIM MANAGEMENT REPORT - continued
Auditing of the condensed set of financial statements
In accordance with the Disclosure and Transparency Rules ("DTR")
no. 4.2.9(2) of the Financial Conduct Authority ("FCA"), the Board
of Directors hereby confirm that the financial report for the year
ended 31 December 2014 has not been audited or reviewed by auditors
pursuant to the Auditing Practices Board guidance on Review of
Interim Financial Information.
Malaysian Registered Office:
33 (1st Floor) Jalan Dato' Maharajalela
30000 Ipoh
Tel No. : 605-255 9015
Fax No. : 605- 255 9016
By order of the Board
Chairman of the Audit Committee
Mohd Razali Bin Mohd Amin
25 February 2015
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
INTERIM FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER
2014
CONDENSED Income Statement
for the financial year ended 31 december
(the figures for 2014 have not been
audited)
2014 2013
RM GBP RM GBP
Revenue 5,947,937 1,103,513 5,014,013 1,017,041
Cost of sales (2,201,317) (408,408) (2,356,349) (477,961)
------------ ---------- ------------ ----------
Gross Profit 3,746,620 695,105 2,657,664 539,080
Gain arising on revaluation
of biological assets 512,821 94,269 649,544 120,063
Other operating income 111,813 20,745 89,300 18,113
Administrative expenses (1,710,756) (317,394) (1,091,037) (221,306)
Foreign exchange gain 12,935 2,400 258,573 52,449
Replanting expenditure (601,246) (111,548) (813,172) (164,944)
Operating Profit 2,072,187 383,577 1,750,872 343,455
Share of profit of associate
after tax pre fair value
of the
biological asset and investment
properties adjustment 539,415 100,077 741,822 150,471
Fair value of the investment
properties adjustment 155,425 28,836 605,473 122,814
Deferred tax recognised
on investment properties (47,350) (8,785) (181,643) (36,844)
Fair value of the biological
asset adjustment 121,519 22,338 11,079 2,048
Deferred tax recognised
on the biological asset (29,165) (5,361) (2,770) (512)
Share of operating profit
in associate after tax 739,844 137,105 1,173,961 237,977
Property, plant & equipment
written off - - (630) (128)
Finance income 277,296 51,446 302,129 61,284
Finance cost (20,676) (3,805) (19,554) (3,805)
Profit before tax 3,068,651 568,323 3,206,778 638,783
Tax expense (572,807) (106,272) (489,155) (99,220)
------------ ---------- ------------ ----------
Profit from continuing operations 2,495,844 462,051 2,717,623 539,563
------------ ---------- ------------ ----------
Profit for the financial
year attributable to:
- Owners of the parent 2,495,844 462,051 2,717,623 539,563
------------ ---------- ------------ ----------
Earnings per share - basic 3.47 4.05
and diluted (sen/pence) 18.74 p 20.41 p
------------ ---------- ------------ ----------
The income statement should be read in conjunction with the
financial statements for the financial year ended 31 December 2013
and the accompanying explanatory notes attached to the interim
financial statements.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
CONDENSED STATEMENT OF COMPREHENSIVE INCOME AND EXPENSES
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
(the figures for 2014 have not been audited)
2014 2013
RM GBP RM GBP
Profit for the financial
year (after tax) 2,495,844 462,051 2,717,623 539,563
Items that may be subsequently
reclassified to income
statement:
Share of other comprehensive
income/(expense)
of associates
- capital reserve (261,406) (48,052) (941,746) (174,075)
(261,406) (48,052) (941,746) (174,075)
------------ ---------- ---------- ------------
Items that will not be reclassified
to income statement:
Deferred tax liability on
revaluation surplus of freehold
land (2,422,476) (445,308) - -
Foreign exchange gains /
losses on
translation to Pound Sterling
- foreign exchange reserve - (103,754) - (1,751,246)
(2,422,476) (549,062) - (1,751,246)
------------ ---------- ---------- ------------
Total other comprehensive
income/(expense) (2,683,882) (597,114) (941,746) (1,925,321)
------------ ---------- ---------- ------------
Total comprehensive income/(expense)
for the year (188,038) (135,063) 1,775,877 (1,385,758)
------------ ---------- ---------- ------------
Total comprehensive income/(expense)
attributable to:
- Owners of the parent (188,038) (135,063) 1,775,877 (1,385,758)
------------ ---------- ---------- ------------
* There is no income tax attributable to the components of other comprehensive income
The statement of comprehensive income and expenses should be
read in conjunction with the financial statements for the financial
year ended 31 December 2013 and the accompanying explanatory notes
attached to the interim financial statements.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2014
(the figures for 2014 have not been audited)
(in Ringgit Malaysia)
Revaluation
reserve
net of
Share Capital attributable General Retained
deferred
capital reserve tax reserve earnings Total
RM RM RM RM RM RM
At 1 January 2013 4,891,969 2,645,691 51,225,647 874,698 40,039,238 99,677,243
Profit for the financial
year - - - - 2,717,623 2,717,623
Other comprehensive
income
- Exchange differences
from translation
into presentational
currency - - - - - -
Share of other comprehensive
income/
(expense) of associates
- capital reserve - (941,746) - - - (941,746)
Total other comprehensive
income - (941,746) - - - (941,746)
4,891,969 1,703,945 51,225,647 874,698 42,756,861 101,453,120
Transaction with
owners
Dividends - - - - (1,942,639) (1,942,639)
At 31 December 2013 4,891,969 1,703,945 51,225,647 874,698 40,814,222 99,510,481
Profit for the financial
year - - - - 2,495,844 2,495,844
Other comprehensive
income
- Exchange differences
from translation
into presentational
currency - - - - - -
Deferred tax liability
on revaluation
surplus of freehold
land - - (2,422,476) - - (2,422,476)
Share of other comprehensive
income/
(expense) of associates
- capital reserve - (261,406) - - - (261,406)
---------- ---------- ------------- -------- ------------ ------------
Total other comprehensive
income - (261,406) (2,422,476) - - (2,683,882)
Transaction with
owners
Dividends - - - - (1,081,062) (1,081,062)
At 31 December 2014 4,891,969 1,442,539 48,803,171 874,698 42,229,004 98,241,381
---------- ---------- ------------- -------- ------------ ------------
The statement of changes in equity should be read in conjunction
with the financial statements for the financial year ended 31
December 2013 and the accompanying explanatory notes attached to
the interim financial statements.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2014
(the figures for 2014 have not been audited)
(in Pound Sterling)
Revaluation
reserve
net of Foreign
Share Capital attributable exchange General Retained
deferred Total
capital reserve tax reserve reserve earnings Equity
GBP GBP GBP GBP GBP GBP GBP
At 1 January 2013 1,331,659 553,068 10,510,886 (648,186) 182,991 8,245,175 20,175,593
Profit for the
financial period - - - - - 539,563 539,563
Other comprehensive
income
- Exchange differences
from
translation into
presentational
currency - - - (1,751,246) - - (1,751,246)
Share of other
comprehensive
income/ (expense)
of associates
- capital reserve - (174,075) - - - - (174,075)
Total other comprehensive
income - (174,075) - (1,751,246) - - (1,925,321)
Transaction with
owners
Dividends - - - - - (399,498) (399,498)
At 31 December
2013 1,331,659 378,993 10,510,886 (2,399,432) 182,991 8,385,240 18,390,337
Profit for the
financial period - - - - - 462,051 462,051
Other comprehensive
income
- Exchange differences
from
translation into
presentational
currency - - - (103,754) (103,754)
Deferred tax liability
on revaluation
surplus of freehold
land - - (445,308) - - - (445,308)
Share of other
comprehensive
income/ (expense)
of associates
- capital reserve - (48,052) - - (48,052)
---------- ---------- ------------- ------------ -------- ---------- ------------
Total other comprehensive
income - (48,052) (445,308) (103,754) - - (597,114)
---------- ---------- ------------- ------------ -------- ---------- ------------
1,331,659 330,941 10,065,578 (2,503,186) 182,991 8,847,291 18,255,274
Transaction with
owners
Dividends - - - - - (199,749) (199,749)
At 31 December
2014 1,331,659 330,941 10,065,578 (2,503,186) 182,991 8,647,542 18,055,525
---------- ---------- ------------- ------------ -------- ---------- ------------
The statement of changes in equity should be read in conjunction
with the financial statements for the financial year ended 31
December 2013 and the accompanying explanatory notes attached to
the interim financial statements.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER
(the figures for 2014 have not been audited)
2014 2013
ASSETS RM GBP RM GBP
NON-CURRENT ASSETS
Property, plant and
equipment 55,306,112 10,166,565 54,345,201 10,045,324
Biological assets 17,494,235 3,215,852 16,981,414 3,138,894
Prepaid lease payments - - - -
Investment in associate 20,034,372 3,682,789 19,555,934 3,614,775
92,834,179 17,065,206 90,882,549 16,798,993
CURRENT ASSETS
Deferred nursery expenditure 56,226 10,336 13,264 2,452
Inventories 45,467 8,358 30,641 5,664
Trade and other receivables 320,400 58,897 376,544 69,601
Current tax assets 156,000 28,676 434,565 80,326
Cash and cash equivalents 12,666,396 2,328,382 12,838,794 2,373,159
TOTAL CURRENT ASSETS 13,244,489 2,434,649 13,693,808 2,531,202
------------ ------------ ------------ ------------
TOTAL ASSETS 106,079,208 19,499,855 104,576,357 19,330,195
------------ ------------ ------------ ------------
LIABILITIES
NON-CURRENT LIABILITES
Provision for retirement
benefits (12,627) (2,321) (7,521) (1,390)
Deferred tax liabilities (6,738,838) (1,238,757) (4,324,779) (799,405)
Cumulative preference
shares (84,163) (19,024) (84,163) (19,024)
------------ ------------ ------------ ------------
TOTAL NON-CURRENT LIABILITES (6,835,628) (1,260,102) (4,416,463) (819,819)
CURRENT LIABILITIES
Trade and other payables (1,002,199) (184,228) (649,413) (120,039)
Current tax liabilities - - - -
TOTAL CURRENT LIABILITIES (1,002,199) (184,228) (649,413) (120,039)
------------ ------------ ------------ ------------
TOTAL LIABILITIES (7,837,827) (1,444,330) (5,065,876) (939,858)
------------ ------------ ------------ ------------
TOTAL NET ASSETS 98,241,381 18,055,525 99,510,481 18,390,337
------------ ------------ ------------ ------------
ISSUED CAPITAL & RESERVES
ATTRIBUTABLE
TO OWNERS OF THE PARENT
Share capital 4,891,969 1,331,659 4,891,969 1,331,659
Revaluation reserve 48,803,171 10,065,578 51,225,647 10,510,886
Capital reserve 1,442,539 330,941 1,703,945 378,993
Foreign exchange reserve - (2,503,186) - (2,399,432)
General reserve 874,698 182,991 874,698 182,991
Retained earnings 42,229,004 8,647,542 40,814,222 8,385,240
------------ ------------ ------------ ------------
TOTAL EQUITY 98,241,381 18,055,525 99,510,481 18,390,337
------------ ------------ ------------ ------------
Net assets per share 135.59 138.10
(RM / pence) 7.38 p 7.47 p
------------ ------------ ------------ ------------
The statement of financial position should be read in
conjunction with the financial statements for the financial year
ended 31 December 2013 and the accompanying explanatory notes
attached to the interim financial statements.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
STATEMENT OF CASH FLOWS
(the figures for 2014 have not been audited)
2014 2013
RM GBP RM GBP
Operating Activities
Profit before taxation 3,068,651 568,323 3,206,778 638,783
Adjustments for:
Depreciation of property,
plant and equipment 121,752 22,588 115,601 23,448
Amortisation of prepaid
lease payment - - 17,614 3,573
Finance cost 20,676 3,805 19,554 3,805
(Reversal of provision)/Provision
for retirement benefits 5,106 947 (2,819) (572)
Property, plant & equipment
written off - - 630 128
Share of (profit)/loss
of associate after tax (739,844) (137,105) (1,173,961) (237,977)
Finance income (277,296) (51,446) (302,129) (61,284)
Gain on disposal of property,
plant & equipment (60,963) (11,206) - -
Gain arising on revaluation
of biological assets (512,821) (94,269) (649,544) (120,063)
------------ ---------- ------------ ----------
Operating cash flow before
changes in
working capital and provisions 1,625,261 301,637 1,231,724 249,841
(Decrease) in deferred
nursery expenditure (42,962) (7,897) (5,322) (984)
Decrease/(Increase) in
inventories (14,826) (2,725) 55,354 10,232
Decrease/(Increase) in
trade and other receivables 56,144 10,321 (87,195) (16,117)
Increase/(Decrease) in
trade and other payables 352,786 64,850 (240,514) (44,457)
------------ ---------- ------------ ----------
Cash generated from operations 1,976,403 366,186 954,047 198,515
Retirement benefit paid - - - -
Tax paid (302,659) (56,152) (86,606) (17,567)
Net cash flow from operating
activities 1,673,744 310,034 867,441 180,948
------------ ---------- ------------ ----------
Investing activities
Purchase of property, plant
& equipment (1,104,700) (203,070) (1,246,204) (230,352)
Proceeds from disposal
of property, plant & equipment 83,000 15,257 - -
Interest received 277,296 51,446 302,129 61,284
Net cash flow used in investing
activities (744,404) (136,367) (944,075) (169,068)
------------ ---------- ------------ ----------
Financing activities
Dividends paid on ordinary
shares (1,081,062) (199,749) (1,942,639) (399,498)
Dividends paid on cumulative
preference shares (20,676) (3,805) (19,554) (3,805)
Net cash flow used in financing
activities (1,101,738) (203,554) (1,962,193) (403,303)
------------ ---------- ------------ ----------
(Decrease)/Increase in cash
and cash equivalents (172,398) (29,887) (2,038,827) (391,423)
Effects of exchange rate
changes - (14,890) - (247,082)
Cash and cash equivalents
at beginning of the
financial year 12,838,794 2,373,159 14,877,621 3,011,664
Cash and cash equivalents
at end of the financial
year 12,666,396 2,328,382 12,838,794 2,373,159
------------ ---------- ------------ ----------
Comprising:
Cash and bank balances 1,069,295 196,562 663,165 122,581
Short term deposits 11,597,101 2,131,820 12,175,629 2,250,578
12,666,396 2,328,382 12,838,794 2,373,159
------------ ---------- ------------ ----------
The cash flow statement should be read in conjunction with the
financial statements for the financial year ended 31 December 2013
and the accompanying explanatory notes attached to the interim
financial statements.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
Notes to the condensed set of financial statements for the year
ended 31 December 2014
1. Basis of preparation
This interim report does not constitute the company's statutory
accounts as defined in section 434 of the Companies Act 2006. The
information presented in relation to 31 December 2013 is extracted
from the statutory financial statements for the year then ended and
which have been delivered to the Registrar of Companies. The
Independent Auditors' Report on the statutory financial statements
for the year ended 31 December 2013 was unqualified and did not
contain statements under s498 (2) or (3) Companies Act 2006.
The financial information for the year ended 31 December 2014
has neither been audited nor reviewed pursuant to guidance issued
by the Auditing Practices Board and was approved by the board on 25
February 2014. These interim financial statements have been
prepared in accordance with IAS 34 'Interim Financial Reporting' as
adopted by the European Union, the requirements of the Disclosure
and Transparency Rules issued by the Financial Services Authority
and the accounting policies, and methods of computation as applied
in the company's 2013 Annual Report and Accounts. The comparative
figures for the year ended 31 December 2013 are an extract from the
audited financial statements for the year.
The accounting policies and methods of computation adopted by
the Company in the interim financial statements are consistent with
those adopted in the financial statements for the year ended 31
December 2013.
a) The following new Standards, Interpretations and Amendments,
effective for the first time from 1 January 2014, have not had a
material effect on the reported results or financial position:
-- Amendments to IAS 32 Financial Instruments : Presentation -
Offsetting Financial Assets and Financial Liabilities
-- IFRS 10 Consolidated Financial Statements
-- IFRS 11 Joint Arrangements
-- IFRS 12 Disclosure of Interests in Other Entities
-- IAS 27 Separate Financial Statements
-- IAS 28 Investments in Associates and Joint Ventures
-- Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27)
-- Recoverable Amount Disclosures for Non-Financial Assets (Amendments to IAS 36)
-- Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39)
-- IFRIC Interpretation 21 Levies
* Not endorsed by the EU as at the date of approval of these financial statement.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
Notes to the condensed set of financial statements for the year
ended 31 December 2014 - continued
1. Basis of preparation - cont'd
b) Standards, amendments and interpretations to published standards not yet effective.
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for the
Company's accounting periods beginning on or after 1 January 2015
or later periods and which the Company has decided not to adopt
early. These are:
-- IFRS 9 Financial Instruments*
-- IFRS 14 Regulatory Deferral Accounts*
-- IFRS 15 Revenue from Contracts with Customers*
-- Defined Benefit Plans: Employee Contributions (Amendments to IAS 19)
-- Annual Improvements to IFRSs 2010-2012 Cycle
-- Annual Improvements to IFRSs 2011-2013 Cycle
-- Annual Improvements to IFRSs 2012-2014 Cycle*
-- Amendments to IFRS 11: Accounting for Acquisition of Interest in Joint Operations*
-- Amendments to IAS 16 and IAS 38: Clarification of Acceptable
Methods of Depreciation and Amortisation*
-- Amendments to IAS 16 and IAS 41: Agriculture: Bearer Plants*
-- Amendments to IFRS 10 and IAS 28 : Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture*
-- Amendments to IFRS 10, IFRS 12 and IAS 28 : Investment
Entities: Applying the Consolidation Exception*
-- Amendments to IAS 27 : Equity Method in Separate Financial Statements*
-- Amendments to IAS 1 : Disclosure Initiative*
* Not endorsed by the EU as at the date of approval of these financial statement.
The Directors do not anticipate that the adoption of the above
standards and interpretations will have a material impact on the
Company's financial statements, other than increasing disclosure,
in the period of initial adoption and subsequent periods.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
Notes to the condensed set of financial statements for the year
ended 31 December 2014 - continued
1. Basis of preparation - cont'd
c) Functional and presentation currency
The condensed financial statements are presented in Ringgit
Malaysia (RM), which is the functional currency, being the currency
of the primary economic environment in which the Company operates.
The condensed financial statements are also presented in both RM
and Pound Sterling for ease of reference by the majority of
shareholders who reside in the United Kingdom. The condensed
statement of financial position is translated to Pound Sterling for
presentation purpose at an exchange rate of RM1 = 18.38p (2013: RM1
= 18.48p) whereas the condensed income statement is translated at
an average exchange rate of RM1 = 18.55p (2013: RM1 = 20.28p). The
translation rates for the comparative financial statements for year
ended 31 December 2013 were shown under Note 1.12.1 page 66 of the
Annual Report 2013.
2. Going concern
The directors are satisfied that the Company has sufficient
resources to continue in operation for the foreseeable future, a
period of not less than 12 months from the date of this report.
Accordingly, they continue to adopt the going concern basis in
preparing the condensed financial statements.
3. Segment information
The Company operates in the agricultural segment in Malaysia.
All its fresh fruit bunches are sold in Malaysia. As the Company
operates in a single business and geographic segment, no segmental
analysis has been presented.
Financial information is presented to management in accordance
with the measurement principles of IFRS. There are no adjustments
or eliminations made in preparing the Company's financial
statements from the reportable segment revenues, profit or loss,
assets and liabilities.
4. Seasonal or cyclical factors
The production of fresh fruits bunches of oil palms ("FFB") is
dependent on weather conditions; hence is seasonal in nature. The
turnover is also dependent on price fluctuations of Crude Palm Oil
("CPO")
5. Tax
Year ended
31.12.2014 31.12.2013
----------- -----------
RM'000 RM'000
Current tax expense
of the company 573 489
----------- -----------
Year ended
30.09.2014 30.09.2013
----------- -----------
GBP'000 GBP'000
Current tax expense
of the company 106 99
----------- -----------
The tax residence of the Company is in Malaysia.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
Notes to the condensed set of financial statements for the year
ended 31 December 2014 - continued
5. Tax - continued
A reconciliation of the Malaysian income tax rate to the
effective tax rate of the Company is as follows:-
% of Profit
Before Taxation
31.12.2014 31.12.2013
Malaysian income tax rate 25.0 25.0
(Decrease)/Increase resulting
from:
Effects from the changes (5.7) -
in effective tax rate
Foreign exchange (gain)/loss
not subjected to tax (0.4) (2.0)
Non deductible expenses 5.0 0.3
Non taxable income (5.3) (7.2)
Crystallisation of revaluation
reserve - (0.1)
----------- -----------
18.6 16.0
Under / (Over) provision
in prior year 0.1 (0.5)
----------- -----------
Effective tax rate 18.7 15.5
----------- -----------
6. Dividends
(in Ringgit Malaysia) Year ended 31 December
2014 2013
RM RM
Amount recognised
as distributions
to equity holders
in the period:
Interim dividend:
1.5p single tier 1,081,062 916,049
(2013: 1.5p single
tier)
2nd Interim dividend:
Non proposed yet - 1,026,590
(2013: 1.5p single
tier)
1,081,062 1,942,639
------------ -----------
(in Pound Sterling) Year ended 31 December
2014 2013
GBP GBP
Amount recognised
as distributions
to equity holders
in the period:
Interim dividend:
1.5p single tier 199,749 199,749
(2013: 1.5p single
tier)
2nd Interim dividend:
Non proposed yet
(2013: 1.5p single
tier) - 199,749
199,749 399,498
------------ -----------
The Board has not recommended a payment of final dividend for
the current financial year.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
Notes to the condensed set of financial statements for the year
ended 31 December 2014 - continued
7. Earnings per share
The calculation of the basic and diluted earnings per share is
based on the following data:
From continuing operations
Basic Earnings
Year ended 31 December
2014 2013
RM RM
Earnings (in Ringgit Malaysia)
Earnings for the purpose
of basic earnings per share
being net profit attributable
to owners of the
company 2,495,844 2,717,623
------------ -----------
Earnings (in Pound Sterling) GBP GBP
Earnings for the purpose
of basic earnings per share
being net profit attributable
to owners of the
company 462,051 539,563
------------ -----------
Year ended 31 December
2014 2013
Number of shares
Weighted average number
of ordinary shares for
the
purpose of basic earnings
per share 13,316,590 13,316,590
------------ -----------
Diluted Earnings
Not applicable.
The denominators used are the same as those detailed above for
both basic and diluted earnings (if applicable) per share from
continuing and discontinuing operations.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
Notes to the condensed set of financial statements for the year
ended 31 December 2014 - continued
8. Property, plant and equipment
(i) Acquisitions and Disposals
During the current financial period, the Company acquired
property, plant and equipment of RM1.104 million
(GBP0.203million).
A motor vehicle was disposed off to Mdm Juliana Manohari
Devadason an ex-Director at prevailing market value of RM83,000
(GBP15,399) in July 2014.
(ii) Impairment of property, plant and equipment
There was no impairment nor reversal of such impairment during
the current nine months financial period.
(iii) Valuations
The valuations of property, plant and equipment have been
brought forward without amendment from the previous annual
financial statements.
9. Borrowing and debt securities
There were no borrowings and debt securities as at the end of
the current quarter.
10. Share capital
Share capital as at 31 December 2014 remained unchanged at
GBP1,331,659.
11. Unquoted investments and properties
There was no purchase or sales of unquoted investments or
properties for the current financial year ended 31 December
2014.
12. Quoted investments
There were no purchases of quoted securities for the current
financial year ended 31 December 2014.
13. Status of corporate proposal announced
There were no corporate proposals announced and not completed as
at the latest practicable date.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
Notes to the condensed set of financial statements for the year
ended 31 December 2014 - continued
14. Notes to the cash flow statement
(in Ringgit Malaysia) Year ended
31.12.14 31.12.13
RM RM
Cash and bank
balances 1,069,295 663,165
Short term deposits 11,597,101 12,175,629
----------- -----------
12,666,396 12,838,794
----------- -----------
(in Pound Sterling) Year ended
31.12.14 31.12.13
GBP GBP
Cash and bank
balances 196,562 122,581
Short term deposits 2,131,820 2,250,578
---------- ----------
2,328,382 2,373,159
---------- ----------
Cash and cash equivalents (which are presented as a single class
of assets on the face of the balance sheet) comprise cash at bank
and other short-term highly liquid investments with a maturity of
three months or less.
15. Contingent liabilities and contingent assets
There were no contingent liabilities or contingent assets as at
the last annual balance sheet date and the latest practicable
date.
16. Retirement benefits
The retirement benefits as at 31 December 2014 were calculated
on a calendar year basis, using the scheme as defined by the
collective agreements signed with the workers union AMESU / NUPW.
There have been no significant fluctuations that would require a
material adjustment.
17. Share-based payments
There were no share-based payments made for the current
financial year ended 31 December 2014.
18. Related party transactions
There were no significant related party transactions of the
Company for the current financial year ended 31 December 2014.
19. Significant loss or impairment of financial assets
There was no significant loss or impairment of financial assets
of the Company for the current financial year ended 31 December
2014.
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
Notes to the condensed set of financial statements for the year
ended 31 December 2014 - continued
20. Change in circumstances significantly affecting the fair
value of financial assets and financial liabilities
There was no change in circumstances significantly affecting the
fair value of financial assets and financial liabilities of the
Company for the current financial year ended 31 December 2014.
21. Financial instruments' fair value disclosures
The Company had no financial instruments in the current or
previous year with fair values that are determined by reference to
significant unobservable inputs i.e. those that would be classified
as level 2 or 3 in the fair value hierarchy, nor have there been
any transfers of assets or liabilities between levels of the fair
value hierarchy. There are no non-recurring fair value
measurements.
The principal financial instruments used by the Company are as
follows :
-- Trade and other receivables
-- Cash and cash equivalents
-- Trade and other payables
-- Cumulative preference shares
The directors consider that the carrying value amounts of
financial assets and financial liabilities recorded at amortised
cost in the financial statements are approximately equal to their
fair values:
(in Ringgit Malaysia) Year ended 31 December
2014 2013
RM RM
Current financial
assets
Trade and other
receivables, net
of
prepayments 301,892 359,070
Cash and cash equivalents 12,666,396 12,838,794
12,968,288 13,197,864
------------ -----------
Current financial
liabilities
Trade and other
payables 1,002,199 649,413
Non-current financial
liabilities 84,163 84,163
Cumulative preference
shares
------------ -----------
1,086,362 733,576
------------ -----------
THE NARBOROUGH PLANTATIONS, PLC
(Incorporated in England 1910 - Registration No. 109273)
(Registered as a Foreign Company in Malaysia - No. 991416-W)
Notes to the condensed set of financial statements for the year
ended 31 December 2014 - continued
21. Financial instruments' fair value disclosures - continued
(in Pound Sterling) Year ended 31 December
2014 2013
GBP GBP
Current financial
assets
Trade and other
receivables, net
of
prepayments 55,495 66,372
Cash and cash equivalents 2,328,382 2,373,159
2,383,877 2,439,531
------------ -----------
Current financial
liabilities
Trade and other
payables 184,228 120,039
Non-current financial
liabilities
Cumulative preference
shares 19,024 19,024
------------ -----------
203,252 139,063
------------ -----------
22. Events after the balance sheet date
There were no material events subsequent to the end of the
current financial year ended 31 December 2014 that have not been
reflected in the interim management report under review.
23. Related party transactions
There were no significant related party transactions of the
Company for the current financial year ended 31 December 2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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