ESR Ensor Hldgs

8 December 2015

Ensor Holdings PLC

("Ensor", the "Group" or the "Company")

Interim results for the six months to 30 September 2015

Chairman’s Statement

• Sales up 16%
• Earnings per share up 11%
• Dividends up 25%

Our half-year performance to the end of September 2015 has maintained the excellent results achieved during the same period last year. Trading profits of £1.50m (2014: £1.46m), before exceptional items, have been earned, despite a general climate of unsettled foreign exchange rates and a flat construction industry. This, I believe, demonstrates the strong controls and flexibility at our trading companies.

Additionally, as previously reported, we have realised a profit of £793,000 on the sale of our freehold properties in Stockport and Woodville, resulting in an operating profit of £2.30m (2014: £1.46m).

Ellard, suppliers of automation and controls for doors and gates, has achieved very satisfactory advances in market share. Despite foreign exchange rate volatility, particularly in relation to the US dollar, margins have largely been unaffected.

OSA Door Parts, which manufactures insulated industrial and garage doors and operates in the same markets as Ellard, has had a similarly satisfactory half-year.

Technocover supplies the utilities sector, particularly the water industry, which concluded its Asset Management Period (AMP 5) in March 2015. However, a large order book of work from AMP 5 was carried over to the current year. Some of this AMP 5 work has been slower to proceed than expected, but with orders for AMP 6 now being received, together with business developed in new areas, we expect the year to finish more strongly than the traditional slow start to a new AMP might otherwise imply.

Excellent progress has again been made at Wood’s Packaging. Having outgrown its current distribution facilities, new premises have been located and a move is imminent.

At the last year-end I announced that discussions had taken place with the management of Ensor Building Products regarding the purchase by management of 100% of the shares of the business. This transaction was completed in October and the sale realised an appropriate value for goodwill. The profit, and substantially all of the cashflow to be generated, on the sale of this business will be reflected in our accounts for the year ended 31 March 2016.

Our present positive cash position reflects the trading profits and disposals of the freehold properties during the period.

At the end of May this year we announced that we had initiated a review of our strategic options to maximise shareholder value, including a potential sale of the Group. Accordingly, a process has been under way to find a buyer.

Due to the varied nature of the markets within which our subsidiaries operate, we have determined that a series of trade sales, rather than seeking a buyer for the shares of Ensor Holdings PLC, is the best way forward. The response has been encouraging and discussions are currently taking place with potential buyers. Accordingly, the Company confirms it is no longer considered to be in an 'offer period' for the purposes of the Takeover Code. We will make further announcements in due course.

Our balance sheet carries a gross liability of £2.0m in respect of retirement benefit obligations under the Ensor Group Pension Fund. This liability is currently financed by a schedule of contributions agreed with the scheme trustee, and paid by the Company to the scheme. Given the expected outcome of the Group sale process, we have now decided, in principle, to purchase an annuity which will secure all future liabilities of the Ensor Group Pension Fund, as a precursor to a buyout and wind-up of the scheme. The cost of this exercise, which will be payable in cash, is expected to be in the region of £5.5m to £6m and will be financed through short-term borrowings, to bridge the shortfall until further asset sales are realised.

We are proposing to pay an increased interim dividend of 0.75p per share (2014: 0.60p) – an increase of 25% on last year. The interim dividend will be payable in cash and will be paid on 29 January 2016 to shareholders on the register on 29 December 2015. The ex-dividend date will be 24 December 2015.

As always at this time, I am delighted to be able to say thank you to all the people who work within the Ensor Group. Your efforts and contributions are greatly appreciated.

K A Harrison TD
Chairman
8 December 2015

Enquiries:

Ensor Holdings PLC
Roger Harrison / Marcus Chadwick
0161 945 5953

Westhouse Securities Limited
Robert Finlay / Rose Ramsden
020 7601 6100

Consolidated Income Statement
for the six months ended 30 September 2015                                                                                          

Consolidated Statement of Comprehensive Income
for the six months ended 30 September 2015

Consolidated Statement of Financial Position
at 30 September 2015

Consolidated Statement of Changes in Equity
for the six months ended 30 September 2015

Attributable to equity shareholders of the parent company

Consolidated Cash Flow Statement
for the six months ended 30 September 2015                  

Notes to the Interim Report

1.     Basis of preparation

The unaudited results for the six months have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The interim report has not been prepared in accordance with IAS 34, “Interim Financial Reporting” in that it does not contain full disclosure of accounting policies and does not detail compliance with other standards. These disclosures are dealt with in the group’s annual report.  

The statutory accounts for the year ended 31 March 2015, prepared under IFRS, have been delivered to the Registrar of Companies and received an unqualified audit report.

2.    Income tax expense

       The income tax expense is calculated using the estimated tax rate for the year ended 31 March 2016.

3.    Earnings per share

The calculation of earnings per share for the period is based on the profit for the period divided by the weighted average number of ordinary shares in issue, being 29,895,976 (6 months to 30 September 2014 and year ended 31 March 2015 – 29,895,976).  There were no financial instruments in existence in any of these periods that would serve to dilute the shareholdings.