RNS Number:6440T
Wigmore Group (The) PLC
26 March 2002
The Wigmore Group ("Wigmore", "the Company" or "the Group")
Financial Results for the year ended 31 December 2001
Further to the announcement at 1115 hrs this morning relating to the acquisition
of Speymill Contracts Limited, the Open Offer and the Admission to AIM, the
Company is pleased to announce its financial results for the year ended 31
December 2001, which are set out below. Copies of the Annual Report and Accounts
are being posted to shareholders today with the Prospectus relating to the
acquisition of Speymill Contracts Limited.
For further details please contact:
Peter Hewitt Tel: 01293 423301
Executive Chairman
The Wigmore Group Plc
Adam Reynolds/Takki Sulaiman Tel: 020 7735 9415
Hansard Communications mail@hansardcommunications.com
www.hansardcommunications.com
Chairman's Statement
I am delighted to be reporting on this my fourth year as your Chairman. The year
2001 has been another significant year in the development of your Company,
culminating in the successful raising of £1m of new funds (before costs) via a
Placing and Open Offer and subsequent admission of the Group's shares to trading
on the Alternative Investment Market (AIM) of the London Stock Exchange on 2
January 2002. I am also delighted to report that the market seems to have
responded positively to the Group with shares trading at a premium on the
Placing Price of 3.00p of up to 70% since admission to AIM.
Shareholders will recall that an integral part of your Board's strategy is to
grow the Group by way of both organic growth and acquisitions and in this
regard, I should like to draw Shareholders attention to the Prospectus, which is
enclosed with this Report and Accounts. The proposed acquisition of Speymill
Contracts Limited ("Speymill") represents a significant opportunity to acquire a
profitable business in a related field and to take advantage of jointly
developing new markets. Further details are contained in the Prospectus.
TRADING RESULTS
Shareholders will note that the trading of the Group and its subsidiaries in
2001 leaves room for considerable improvement, however the recent addition of
further working capital, a significant contract with a large housing association
(which commenced on 1 December 2001), admission to AIM and the proposed
acquisition of Speymill should improve the results for the current financial
year and your Board views the future with considerable optimism.
RESOLUTIONS TO BE PROPOSED AT THE AGM
I would ask shareholders to carefully read the Prospectus and the Notice of
Annual General Meeting that is contained in the back of the Prospectus. Even if
you propose to attend the meeting, I would urge shareholders to complete and
return the Form of Proxy card.
BOARD CHANGES
I also announce that Brian Dillon resigned from the Board today in order to
concentrate on his other business activities. I would like to thank Brian for
his contribution over the past 3 years and wish him every success in the future.
Brian has been replaced by Peter Grisman, the Group's financial controller, who
has joined the board as part time Finance Director. It is proposed that Fidelma
Hewitt, who is part time Human Resources director of the Group, will join the
Board as part time Human Resources Director. It is further proposed that Alan
Brookes, managing director of Speymill, will join the Board. Both appointments
will be made in accordance with the terms contained in the Prospectus. Further
biographical details can be found in the Prospectus.
CHANGE OF AUDITORS
Shareholders will note that your Board has appointed new auditors for the
Company, HLB Kidsons, and is seeking approval for their appointment as auditors.
HLB Kidsons have undertaken reporting accountancy work for the Group on the last
two transactions and your Board felt that it would be beneficial both in
organisational and financial terms if the role of auditor and reporting
accountant were combined.
FUTURE COMMUNICATIONS
The unaudited interim results for the half year to 30 June 2002 will be
published during September 2002 and the annual report and financial statements
for the year ending 31 December 2002 will be published in early 2003.
Yours faithfully
Peter L R Hewitt
Executive Chairman
Consolidated Profit and Loss Account
Year ended 31 December 2001
2001 2000
£ £
Note
TURNOVER - continuing activities 25,957 8,104
-discontinued activities 912,781 3,845,289
938,738 3,853,393
Cost of sales - continuing activities (15,245) (6,064)
- discontinued activities (1,003,701) (3,873,277)
(1,018,946) (3,879,341)
GROSS LOSS (80,208) (25,948)
Administrative expenses - normal items (627,015) (884,631)
- exceptional item - (205,946)
Exceptional item arising from the liquidation of a subsidiary 135,505 -
Other operating income 7,675 9,548
OPERATING LOSS - continuing activities (346,249) (202,212)
- discontinued activities (217,794) (904,765)
(564,043) (1,106,977)
Loss on disposal of fixed asset properties (7,303) -
Interest receivable 4,041 4,139
Interest payable and similar charges (17,029) (116,827)
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (584,334) (1,219,665)
Tax credit on loss of ordinary activities 2 - 200,755
LOSS ON ORDINARY ACTIVITIES AFTER TAXATION FOR THE FINANCIAL YEAR (584,334) (1,018,910)
Pence Pence
EARNINGS PER SHARE 3 (0.94) (1.68)
ALTERNATIVE MEASURE OF EARNINGS PER SHARE
Earnings per ordinary share of 1 pence 3 (2.53) (4.66)
Balance Sheets
31 December 2001
Group 2001 Group 2000
£ Company £ Company
Note £ £
FIXED ASSETS
Intangible fixed assets - - - -
Tangible fixed assets 62,055 1,836 159,946 1,893
Investments - 812,228 - 1,658,610
62,055 814,064 159,946 1,660,503
CURRENT ASSETS
Stocks - - 642,220 -
Debtors 894,651 857,183 29,067 30,853
Cash at bank 1,105 - 330,406 254,886
895,756 857,183 1,001,693 285,739
CREDITORS: amount falling due (402,167) (1,115,603) (688,377) (1,076,191)
within one year
NET CURRENT ASSETS/(LIABILITIES) 493,589 (258,420) 313,316 (790,452)
TOTAL ASSETS LESS CURRENT 555,644 555,644 473,262 870,051
LIABILITIES
CREDITORS: amounts falling due - - (24,690) -
after more than one year
PROVISIONS FOR LIABILITIES AND - - (53,601) -
CHARGES
555,644 555,644 394,971 870,051
CAPITAL AND RESERVES
Called up share capital 1,553,829 1,553,829 1,065,089 1,065,089
Share premium account 1,160,118 1,160,118 957,452 957,452
Revaluation reserve - - 127,954 -
Profit and loss account - deficit (2,158,303) (2,158,303) (1,755,524) (1,152,490)
EQUITY SHAREHOLDERS' FUNDS 555,664 555,644 394,971 870,051
These financial statements were approved by the Board of Directors on 25 March
2002.
Signed on behalf of the Board of Directors
P L R Hewitt
Director
Consolidated Cash Flow Statement
Year ended 31 December 2001
2001 2000
Note £ £
NET CASH INFLOW FROM OPERATING ACTIVITIES 68,236 2,614,316
Returns on investment and servicing of finance (12,988) (112,688)
Tax paid - (21,648)
Capital expenditure and financial investment 114,226 (96,118)
Disposals (5,978) -
CASH INFLOW BEFORE FINANCING 163,496 2,383,862
Financing - (decrease) in debt (530,793) (2,044,687)
(DECREASE)/INCREASE IN CASH IN THE YEAR (367,297) 339,175
Significant non-cash transactions
As at the year end, proceeds of £852,997 from the placing and open offer were
held on trust partly by the Company's Broker and partly by the Company's
Registrars, and are thus not reflected in the cashflow statement above.
Notes to the Accounts
1. Financial Information
The Financial Information for the year ended 31 December 2001 does not
constitute the Company's statutory accounts. Statutory accounts for this
period will be delivered to the Registrar of Companies following the Annual
General Meeting on 22 April 2002.
2. Tax on loss on ordinary activities
2001 2000
£ £
United Kingdom corporation tax credit in respect of current year - (84,272)
Group relief - (116,483)
- (200,755)
There are losses of approximately £850,000 available to be carried forward
and set off against profits from the same trade, subject to agreement with
the Inland Revenue.
Other factors which are likely to affect the future tax charges are the
acquisition of Speymill Contracts Limited (see note 4) and the impact of
that acquisition on capital expenditure.
3. Earnings per share
2001 2000
£ £
The basis for calculating earnings per share is as follows
Loss for the year 584,334 1,018,910
Weighted average number of ordinary shares in issue 62,096,318 60,578,382
The above calculation takes into account all classes of ordinary shares,
namely the ordinary shares of 1 pence and the deferred shares of 45 pence
and 1 pence. The weighted average number of ordinary shares has been
adjusted to reflect the share split and the bonus issue in the year.
The share options in issue do not give rise to any dilution and therefore
fully diluted earnings per share are equal to the basic earnings per share.
The alternative measure of earnings per share is calculated with respect
only to the weighted average number of ordinary shares of 1 pence in issue,
disregarding the deferred shares. The relevant number of shares is as
follows:
Weighted average number of ordinary shares of 1 pence in issue 23,062,588 21,907,777
4. Post Balance Sheet events
a. On 2 January 2002, the Company's shares were admitted to trading on the
Alternative Investment Market (AIM) of the London Stock Exchange.
b. Subject to shareholder approval it is proposed to acquire the entire issued
share capital of Speymill Contracts Limited, a specialist building
contractor which undertakes the construction, conversion and refurbishment
of commercial, leisure and licensed premises on behalf of public house,
hotel and leisure groups. The consideration for the acquisition will be
approximately £4 million, to be satisfied by way of settlement of an
inter-company debt of £2.3 million between Speymill Contracts Limited and
its current holding company, cash of £0.7 million and the balance by way of
loan notes.
c. Details of the proposed changes in share capital are given in note 17 to the
Annual Report and Accounts for the year ended 31 December 2001.
1. Annual Report and Accounts
Copies of the Annual Report and Accounts for the year ended 31 December
2001 are being sent to all shareholders and will be available to the public
from the following sources, The Wigmore Group plc, Bodiam House, Amberley
Court, County Oak Way, Crawley, West Sussex RH11 7XL and the Company's
Nominated Adviser, Seymour Pierce Limited, 29/30 Cornhill, London EC3V 3NF.
For further details please contact:
Peter Hewitt Tel: 01293 423301
Executive Chairman
The Wigmore Group Plc
Adam Reynolds/Takki Sulaiman Tel: 020 7735 9415
Hansard Communications mail@hansardcommunications.com
www.hansardcommunications.com
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