RNS Number:0144F
Fitzwilton Finance (U.K.) PLC
12 December 2002
Letter to RNS
11th December 2002
#80,000,000 9.75% Senior Secured Guaranteed Bonds due 2006
We enclose herewith a copy of the Unaudited Interim Financial Statements of the
Company in respect of the half year ended 30th June, 2002 together with a copy
of the certificate of the Directors, both of which are being mailed today to
registered holders of the above Bonds and will be available as from 13th
December, for collection by bearer Bondholders.
For and on behalf of
FITZWILTON FINANCE (UK) PLC
Mark Quinn
#80,000,000 9.75% Senior Secured Guaranteed Bonds due 2006
We, the Board of Directors of Fitzwilton Finance (U.K.) PLC ("the Company"),
hereby certify that the following figures have been derived from the unaudited
consolidated interim financial statements for the half year ended 30 June 2002.
#
Consolidated Turnover Nil
Consolidated Net Earnings # (468,076)
Consolidated Operating Income #1,022,156
Total Interest #1,490,232
Approved by the Board of Directors on 9th December 2002
and signed on its behalf by:
Directors
FITZWILTON FINANCE (UK) PLC
Interim Statement
30 June 2002
Fitzwilton Finance (UK) Plc
INDEPENDENT REVIEW REPORT TO FITZWILTON FINANCE (UK) PLC
Introduction
We have been instructed by the company to review the financial information set
out on pages 3 to 9 and we have read the other information contained in the
interim report and considered whether it contains any apparent misstatements or
material inconsistencies with the financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The Listing Rules
of the Financial Services Authority require that the accounting policies and
presentation applied to the interim figures should be consistent with those
applied in preparing the preceding annual accounts except where any changes, and
the reasons for them are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board. A review consists principally of making
enquiries of group management and applying analytical procedures to the
financial information and underlying financial data and based thereon, assessing
whether the accounting policies and presentation have been consistently applied
unless otherwise disclosed. A review excludes audit procedures such as tests of
controls and verification of assets, liabilities and transactions. It is
substantially less in scope than an audit performed in accordance with Auditing
Standards and therefore provides a lower level of assurance than an audit.
Accordingly we do not express an audit opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2002.
Ernst & Young LLP
Belfast
10 December 2002
MANAGEMENT COMMENTARY
The directors present their interim report for the six months ended 30 June
2002. The report, which should be read in conjunction with the accounts for the
year ended 31 December 2001, was approved by the board of directors on 9
December 2002. The report has not been audited, but it has been reviewed by the
auditors, and their report is set out on page 1.
The group's principal activity during the period under review was the retailing
of food products in Northern Ireland through its associated undertaking, Safeway
Stores (Ireland) Limited ("Safeway Stores"). Safeway Stores was a 50/50 joint
venture between Safeway Stores Plc and Fitzwilton Finance (UK) Plc.
Review of operations
In the six months ended 30th June 2002, Safeway Stores continued to trade from
12 stores in the Safeway trading format and sales continued to grow very
strongly with a like-for-like increase of 12%. Safeway Stores achieved an
operating profit of #3,408,000 (2001: operating profit of #132,000) before
taking account of exceptional costs in the amount of #1,116,000 (2001:
exceptional costs of #326,000). After charging bank interest of #2,960,000
(2001: bank interest of #4,002,000), Safeway Stores incurred a pre-tax loss of
#668,000 (2001: pre-tax loss of #4,196,000) during the 6 months under review.
Taking account of the share of results of Safeway Stores, the group incurred
a pre-tax loss of #1,485,000 (2001: pre-tax loss of #2,489,000).
At the end of June 2002, the group had net debt of #76,712,000 (2001: net
debt of #77,676,000).
Post Balance Event
In July 2002, the group disposed of its interest in Safeway Stores for a cash
consideration of #13,750,000. Further details regarding this disposal are set
out in note 8 in the Notes to the Accounts.
On behalf of the board
D Roxburgh
Director
9 December 2002
GROUP PROFIT AND LOSS ACCOUNT
for the six months ended 30 June 2002
Unaudited Unaudited Audited
Six months Six months Year
ended 30 ended 30 ended 31
June 2002 June 2001 Dec 2001
(As restated)
Note #'000 #'000 #'000
TURNOVER
Group and share of associate company turnover 50,435 44,932 95,997
Less: share of associate company turnover (50,435) (44,932) (95,997)
- - -
Cost of sales - - -
Gross profit - - -
Administration expenses (932) (473) (2,002)
(932) (473) (2,002)
Other operating income 1,730 1,712 4,087
GROUP OPERATING PROFIT 798 1,239 2,085
Share of operating profit/(loss) in associate company 1,704 66 (136)
TOTAL OPERATING PROFIT: GROUP AND SHARE OF ASSOCIATE COMPANY 2,502 1,305 1,949
Share of associate company exceptional costs on disposal of operations (558) (163) (983)
Loss on disposal of fixed assets - - (1)
Property related costs (264) - -
Net group exceptional items (264) - (1)
PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST 1,680 1,142 965
Share of associate company bank interest payable (1,480) (2,001) (3,872)
Interest receivable 2,398 2,432 8,560
Interest payable and similar charges (4,083) (4,062) (8,176)
Net group interest (charge)/credit (1,685) (1,630) 384
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (1,485) (2,489) (2,523)
Taxation credit/(charge) on loss on ordinary activities 3 - (163) (378)
RETAINED LOSS FOR THE FINANCIAL YEAR (1,485) (2,652) (2,901)
GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Profit for the financial period excluding share of losses
of associate company (1,151) (391) 1,865
Share of associate company loss for the period (334) (2,261) (4,766)
TOTAL RECOGNISED GAINS AND LOSSES RELATING TO THE YEAR (1,485) (2,652) (2,901)
Prior year adjustment - - (1,955)
TOTAL GAINS AND LOSSES RECOGNISED SINCE LAST ANNUAL REPORT (1,485) (2,652) (4,856)
GROUP BALANCE SHEET
at 30 June 2002
Unaudited Unaudited Audited
30 30 31
June 2002 June 2001 Dec 2001
(As restated)
Note #'000 #'000 #'000
ASSETS
FIXED ASSETS
Tangible assets 9,744 10,240 10,244
Investments:
Investment in associate company 4 - - -
Unsecured loans due from associate 4 5,000 4,000 4,500
5,000 4,000 4,500
CURRENT ASSETS
Debtors :amounts falling due after one year 142 142 142
:amounts falling due within one year 119,267 114,255 117,679
Cash at bank and in hand 2,399 2,726 2,962
121,808 117,123 120,783
136,552 131,363 135,527
LIABILITIES
CAPITAL AND RESERVES
Called up share capital 5 100,000 100,000 100,000
Merger reserve 5 (57,192) (57,192) (57,192)
Profit and loss account 5 (60,132) (58,235) (58,647)
SHAREHOLDERS' FUNDS
(equity interests) 5 (17,324) (15,427) (15,839)
PROVISIONS FOR LIABILITIES AND CHARGES 23,737 20,735 23,403
CREDITORS: amounts falling due within one year 46,057 41,438 43,772
CREDITORS: amounts falling due after more than one year 84,082 84,617 84,191
130,139 126,055 127,963
136,552 131,363 135,527
D Roxburgh
L O'Hagan Directors
9 December 2002
GROUP STATEMENT OF CASHFLOWS
for the six months ended 30 June 2002
Unaudited Six months Unaudited Six months Audited Year ended
ended 30 June 2002 ended 30 June 2001 31 Dec 2001
#'000 #'000 #'000
NET CASH INFLOW FROM OPERATING ACTIVITIES 1,252 1,234 1,608
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 45 54 4,318
Interest paid (19) (61) (7,885)
26 (7) (3,567)
TAXATION
Corporation tax - - -
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Payments to acquire fixed assets - - (5)
Receipts from sale of fixed assets - 2,000 2,000
- 2,000 1,995
NET CASH INFLOW BEFORE USE OF MANAGEMENT OF LIQUID
RESOURCES AND FINANCING 1,278 3,227 36
FINANCING
New group loans (599) (1,152) (237)
INCREASE/(DECREASE) IN CASH 679 2,075 (201)
NOTES TO THE ACCOUNTS
at 30 June 2002
1. BASIS OF PREPARATION
The interim financial information has been prepared on the basis of the
accounting policies set out in the group's statutory financial statements for
the year ended 31 December 2001.
As explained in the accounting policies set out in the group's statutory
financial statements for the year ended 31 December 2001, investment
properties are revalued annually. Accordingly, no valuation of the investment
properties has been carried out at 30 June 2002 and 30 June 2001; the
investment properties have been included in the balance sheets at 30 June
2002 and 30 June 2001 using the valuations obtained at 31 December 2001 and
31 December 2000 respectively.
2. TURNOVER
Turnover represents the share of the associate company's external sales of
goods and services during the year, which fall within the group's ordinary
activities and are stated net of value added tax.
3. TAXATION
The taxation credit/(charge) comprises:
Six months Six months Year
ended 30 ended 30 ended
June 2002 June 2001 31
(As restated) Dec 2001
#'000 #'000 #'000
Group - - (603)
Share of associate credit - - 427
Share of associate's deferred tax - (163) (202)
- (163) (378)
- (163) (378)
4. INVESTMENTS
Six months Six months Year
ended 30 ended 30 ended 31
June 2002 June 2001 Dec 2001
(As restated)
#'000 #'000 #'000
Investment in share capital of 10,000 10,000 10,000
associate company
Share of losses (10,000)* (10,000)* (10,000)*
Loans to associate company 5,000 4,000 4,500
5,000 4,000 4,500
* Share of losses has been restricted to the #10 million investment and the
balance has been included in provisions for liabilities and charges amounting
to #23,737,000 (31 December 2001 - #23,403,000, 30 June 2001 - #20,735,000)
hence the share of Safeway Ireland losses accumulated to 30 June 2002 amounted
to #33,737,000.
5. CAPITAL AND RESERVES
Profit
Share Merger and loss
capital reserve account Total
#'000 #'000 #'000 #'000
At 31 December 2001 100,000 (57,192) (58,647) (15,839)
Retained loss for the period - - (1,485) (1,485)
At 30 June 2002 100,000 (57,192) (60,132) (17,324)
6. CONTINGENT LIABILITIES AND GUARANTEES
Group
On 11 October 1996 the group entered into a security instrument with Prudential
Trustee Company Limited granting a first fixed charge over all the group's
freehold and long leasehold store properties and to guarantee the punctual
payment of the principal and interest on #80,000,000 9.75% senior secured
guaranteed bonds due 2006 issued by the company. The group is unconditionally
jointly and severally liable to the Prudential Trustee Company Limited, as
security trustee for the bondholders in the event of default by the company.
Following the disposal of certain businesses, the group has given warranties in
line with normal business practice. In the light of information known to date
the directors consider that unprovided liabilities are unlikely to crystallise
in the foreseeable future.
On 4 July 2002, following the sale of the associate, the company became liable
to pay Safeway Stores Plc #1,799,000 in respect of indemnities it had given in
respect of the disposal of certain businesses. No provision for any liability
has been made in the financial statements.
7. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING
ACTIVITIES
Six months Six months Year
ended 30 ended 30 ended 31
June 2002 June 2001 Dec 2001
#'000 #'000 #'000
Operating profit 798 1,239 2,085
(Increase)/Decrease in debtors (556) 233 (321)
Increase/(Decrease) in creditors 1,010 (238) (156)
Net cash inflow from operating activities 1,252 1,234 1,608
8. POST BALANCE SHEET EVENT
On 4 July 2002, the Group disposed of its interest in Safeway Stores (Ireland)
Limited for cash proceeds of #13.7m. Safeway Stores (Ireland) Limited incurred a
pre-tax loss of #668,000 in the six months to 30 June 2002. The disposal
resulted in a loss of #4.8m which will be reflected through the Group Profit and
Loss Account in the period to 31 December 2002, and is calculated as follows:
#
Proceeds from sale of shares 13.7
Goodwill previously written off and now reinstated (42.2)
in accordance with FRS10
Release of provision for share of joint venture losses 23.7
Net loss on disposal (4.8)
The disposal is estimated to give rise to a #37.4m increase in the Group's net
assets.
9. PUBLICATION OF ACCOUNTS
The financial information contained in this interim statement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985. The financial information for the full preceding year is based on the
statutory financial statements for the financial year ended 31 December 2001.
Those financial statements, upon which the auditors issued an unqualified
opinion, have been delivered to the Registrar of Companies.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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