TIDMESR 
 
12 December 2016 
 
                              ENSOR HOLDINGS PLC 
 
                                Interim Results 
 
Chairman's Statement 
 
The Ensor Group is very different when compared with this time last year. Our 
balance sheet now consists of two trading businesses, Ellard and Wood's, a land 
holding in Brackley, Northamptonshire and a little over GBP10m in cash. One 
thing, however, remains the same, we continue to trade successfully and 
profitably. 
 
In September this year, I reported interim results to the end of July and 
updated you with progress on our process to sell the Group. I am pleased to now 
let you know that trading at both Ellard and Wood's, our two remaining 
businesses, continues to be ahead of last year, with combined sales of GBP6.7m 
(2015: GBP5.9m). Margins, however, are being challenged, particularly by exchange 
rates, affected by a weaker pound. Our measures to recover margins are well 
advanced, so we are optimistic about the second half. 
 
As I have consistently reported, we are engaged in a process to liquidate all 
our assets and return the cash to shareholders. In September this year, it had 
been our intention to make an interim distribution of cash already realised, 
via a tender offer. The documents were prepared but, ultimately, we decided not 
to proceed as we were not able to gain sufficient assurances around the tax 
treatment for the benefit of shareholders as a whole. 
 
At the end of November, we announced that we intend to de-list from the AIM 
market. This would ordinarily be the natural conclusion to our well-recorded 
and publicised strategic review and formal sale process. A de-listing now, 
however, fits well with our intention to return cash to the shareholders as 
soon as possible after the final asset disposals are completed. The de-listing 
will improve our flexibility to complete the realisation process and reduce 
delay. 
 
We currently have an offer for Ellard which is at an advanced stage of 
negotiations. Without de-listing, the sale of this subsidiary would need a 
simple majority of shareholders at a general meeting to approve it. The 
de-listing will allow us to complete the sale more quickly and help speed up 
the return of cash to shareholders. 
 
Included in our announcement to de-list, we also let you know that an offer has 
been received from the Harrison family for Wood's. Although Wood's continues to 
be marketed, the Board regards this offer as a good back-up to complete the 
business sales following the disposal of Ellard. If accepted, better offers not 
having been received, then the Board will obtain independent opinion to support 
their acceptance of the offer. 
 
I am pleased to note that, with the exception of recession-hit 2009, Ensor has 
been able to continuously pay dividends to shareholders. Over the last five 
years, there has been average annual dividend growth of 34%, reflecting the 
progress made year on year. In line with this record, and reflecting trading 
results from a smaller Group, I can report that we are proposing to pay an 
interim dividend of 0.60p (2015: 0.75p) per share. The interim dividend will be 
payable on 27 January 2017 to shareholders on the register on 30 December 2016. 
The ex-dividend date will be 29 December 2016. 
 
The sale of the Group has taken longer than many might have expected, but we 
have taken care at all stages in an attempt to do the best for all of our 
stakeholders. I would like to thank all our employees, past and present, for 
their hard work and success, which has been greatly appreciated, our customers 
and suppliers without whom we would not have a business and our shareholders 
for their patience during this process 
 
K A Harrison TD 
Chairman 
12 December 2016 
 
 
Consolidated Income Statement 
for the six months ended 30 September 2016 
 
                                       Note       Unaudited      Unaudited 
                                                   6 months 6 months ended   Unaudited 
                                                      ended   30 September Year  ended 
                                               30 September           2015    31 March 
                                                       2016                       2016 
 
                                                      GBP'000          GBP'000       GBP'000 
 
Continuing operations 
 
Revenue                                               6,683          5,879      12,069 
 
Cost of sales                                       (4,824)        (4,267)     (8,720) 
 
                                                    _______        _______     _______ 
 
Gross profit                                          1,859          1,612       3,349 
 
Administrative expenses                             (1,350)        (1,029)     (2,080) 
 
                                                    _______        _______     _______ 
 
Operating profit before exceptional                     509            583       1,269 
administrative income and expenses 
 
Exceptional administrative income and 
expenses: 
 
Gain on disposal of assets held for                       -            793         785 
sale 
 
Gain on disposal of fixed assets                          -              -         207 
 
Gain on disposal of subsidiary           2            5,906              -         168 
companies 
 
Other realisation and winding-up                      (119)              -        (69) 
expenses 
 
                                                    _______        _______     _______ 
 
Operating profit                                      6,296          1,376       2,360 
 
Finance costs                                          (14)           (58)        (42) 
 
                                                    _______        _______     _______ 
 
Profit before tax                                     6,282          1,318       2,318 
 
Income tax expense                       3             (91)          (286)       (283) 
 
                                                    _______        _______     _______ 
 
                                                      6,191          1,032       2,035 
Profit for the period on continuing 
operations 
 
Discontinued operations                  4              134            919       1,193 
 
                                                    _______        _______     _______ 
 
Profit for the period attributable to                 6,325          1,951       3,228 
equity shareholders of the parent 
company 
 
                                                    _______        _______     _______ 
 
Earnings per share                       5 
 
Continuing operations: 
 
On ordinary activities                                 1.0p        0.8p           2.9p 
 
On exceptional gains                                  19.7p        2.6p           3.9p 
 
                                                    _______     _______        _______ 
 
                                                      20.7p        3.4p           6.8p 
 
Discontinued operations                                0.4p        3.1p           4.0p 
 
                                                    _______     _______        _______ 
 
                                                      21.1p        6.5p          10.8p 
 
                                                    _______     _______        _______ 
 
The results for the year ended 31 March 2016 have been restated as described in 
note 4. 
 
 
Consolidated Statement of Comprehensive Income 
for the six months ended 30 September 2016 
 
                                                 Unaudited    Unaudited 
                                                  6 months     6 months     Unaudited 
                                                  ended 30     ended 30   Year  ended 
                                                 September    September      31 March 
                                                      2016         2015          2016 
 
                                                     GBP'000        GBP'000         GBP'000 
 
Profit for the period                                6,325        1,951         3,228 
 
Other comprehensive income: 
 
Actuarial loss and related deferred                   (53)            -       (2,883) 
tax 
 
                                                   _______      _______       _______ 
 
Total comprehensive income                           6,272        1,951           345 
attributable to equity shareholders 
of the parent company 
 
                                                   _______      _______       _______ 
 
Dividends per share 
 
Dividends paid                                       1.55p        1.30p         2.05p 
 
Dividends proposed                                   0.60p        0.75p         1.55p 
 
                                                   _______      _______       _______ 
 
 
The results for the year ended 31 March 2016 have been restated as described in 
note 4. 
 
Consolidated Statement of Financial Position 
at 30 September 2016 
 
                                                 Unaudited     Unaudited     Audited 
                                              30 September  30 September    31 March 
                                                      2016          2015        2016 
 
                                                     GBP'000         GBP'000       GBP'000 
 
ASSETS 
 
Non-current assets 
 
Property, plant & equipment                            386         4,126         520 
 
Intangible assets                                    1,074         2,655       1,074 
 
Deferred tax asset                                     489           428         590 
 
                                                   _______       _______     _______ 
 
Total non-current assets                             1,949         7,209       2,184 
 
                                                   _______       _______     _______ 
 
Current assets 
 
Assets classified as held for sale                     530             -         530 
 
Assets of disposal group held for sale                   -         2,242       7,252 
 
Inventories                                          2,415         2,892       2,382 
 
Trade and other receivables                          4,775         8,505       4,359 
 
Cash and cash equivalents                           10,370         1,815       1,536 
 
                                                   _______       _______     _______ 
 
Total current assets                                18,090        15,454      16,059 
 
                                                   _______       _______     _______ 
 
Total assets                                        20,039        22,663      18,243 
 
                                                   _______       _______     _______ 
 
LIABILITIES 
 
Non-current liabilities 
 
Retirement benefit obligations                           -       (2,034)     (1,065) 
 
Borrowings                                               -         (100)           - 
 
Other creditors                                          -         (202)           - 
 
Deferred tax                                             -         (182)           - 
 
                                                   _______       _______     _______ 
 
Total non-current liabilities                            -       (2,518)     (1,065) 
 
                                                   _______       _______     _______ 
 
Current liabilities 
 
Bank overdraft                                           -             -        (47) 
 
Borrowings                                               -         (289)       (748) 
 
Liabilities of disposal group held for                   -       (1,025)     (2,803) 
sale 
 
Current income tax liabilities                        (94)         (856)        (73) 
 
Trade and other payables                           (2,955)       (4,962)     (2,325) 
 
                                                   _______       _______     _______ 
 
Total current liabilities                          (3,049)       (7,132)     (5,996) 
 
                                                   _______       _______     _______ 
 
Total liabilities                                  (3,049)       (9,650)     (7,061) 
 
                                                   _______       _______     _______ 
 
NET ASSETS                                          16,990        13,013      11,182 
 
                                                   _______       _______     _______ 
 
EQUITY 
 
Share capital                                        3,082         3,082       3,082 
 
Share premium                                          552           552         552 
 
Revaluation reserve                                      -            23           - 
 
Retained earnings                                   13,356         9,356       7,548 
 
                                                   _______       _______     _______ 
 
Total equity attributable to equity                 16,990        13,013      11,182 
shareholders of the parent company 
 
                                                   _______       _______     _______ 
 
 
Consolidated Statement of Changes in Equity 
for the six months ended 30 September 2016 
 
                                                  Attributable to equity 
shareholders of the parent company 
 
                              Issued        Share  Revaluation     Retained       Total 
                             Capital      Premium      reserve     Earnings      Equity 
 
                               GBP'000        GBP'000        GBP'000        GBP'000       GBP'000 
 
Balance at 1 April 2016        3,082          552            -        7,548      11,182 
 
Total comprehensive                -            -            -        6,272       6,272 
income 
 
Dividend paid                      -            -            -        (464)       (464) 
 
                             _______      _______      _______      _______     _______ 
 
Balance at 30 September        3,082          552            -       13,356      16,990 
2016 
 
                             _______      _______      _______      _______     _______ 
 
Balance at 1 April 2015        3,082          552          140        7,676      11,450 
 
Total comprehensive                -            -            -        1,951       1,951 
income 
 
Dividend paid                      -            -            -        (388)       (388) 
 
Transfer of surplus to             -            -        (117)          117           - 
retained earnings on 
disposal of properties 
 
                             _______      _______      _______      _______     _______ 
 
Balance at 30 September        3,082          552           23        9,356      13,013 
2015 
 
                             _______      _______      _______      _______     _______ 
 
Balance at 1 April 2015        3,082          552          140        7,676      11,450 
 
Total comprehensive                -            -            -          345         345 
income 
 
Dividends paid                     -            -            -        (613)       (613) 
 
Transfer of surplus to             -            -        (140)          140           - 
retained earnings on 
disposal of properties 
 
                             _______      _______      _______      _______     _______ 
 
Balance at 31 March 2016       3,082          552            -        7,548      11,182 
 
                             _______      _______      _______      _______     _______ 
 
 
 
Consolidated Cash Flow Statement 
for the six months ended 30 September 2016 
 
                                                                             Unaudited      Unaudited      Audited 
                                                                              6 months 6 months ended         year 
                                                                              ended 30   30 September     ended 31 
                                                                             September           2015        March 
                                                                                  2016                        2016 
 
                                                                                 GBP'000          GBP'000        GBP'000 
 
Cash flows from operating activities 
 
Profit for the period attributable to equity shareholders                        6,325          1,951        3,228 
 
Cash benefit of profits transferred with disposals                               (179)              -            - 
 
Depreciation charge                                                                 67            352          662 
 
Finance costs                                                                       14             58           42 
 
Income tax expense                                                                  91            286          584 
 
Profit on disposal of held-for-sale subsidiary                                 (5,906)              -        (168) 
 
(Profit)/loss on disposal of property, plant & equipment                           (3)             20        (191) 
 
Gain on disposal of assets classified as held for sale                               -          (793)        (785) 
 
Amortisation of intangible asset                                                     8             16           33 
 
                                                                               _______        _______      _______ 
 
Operating cash flow before changes in working                                      417          1,890        3,405 
capital 
 
(Increase)/decrease in inventories                                               (472)            227          424 
 
(Increase)/decrease in receivables                                               (889)          (283)        1,179 
 
Increase/(decrease) in payables                                                  1,228        (1,411)      (1,907) 
 
                                                                               _______        _______      _______ 
 
Cash generated from operations                                                     284            423        3,101 
 
Interest (paid)/refunded                                                          (14)            (8)         (42) 
 
Income taxes (paid)/refunded                                                         -             42        (561) 
 
                                                                               _______        _______      _______ 
 
Net cash generated from operations                                                 270            457        2,498 
 
Payment in excess of liability to clear pension fund                              (66)              -      (5,601) 
 
                                                                               _______        _______      _______ 
 
Net cash generated from/(used in) operations                                       204            457      (3,103) 
 
                                                                               _______        _______      _______ 
 
Cash flows from investing activities 
 
Proceeds from disposal of property, plant & equipment                               25             44          926 
 
Proceeds from sale of assets held for sale                                           -          2,978        2,968 
 
Net proceeds from sale of subsidiary                                            11,386              -        1,275 
 
Acquisition of property, plant & equipment                                        (90)          (348)        (674) 
 
                                                                               _______        _______      _______ 
 
Net cash generated from/(used in) investing activities                          11,321          2,674        4,495 
 
                                                                               _______        _______      _______ 
 
Cash flows from financing activities 
 
Equity dividends paid                                                            (464)          (388)        (613) 
 
Funding received under new finance leases                                            -            238          241 
 
Amounts repaid in respect of finance leases                                      (218)           (10)         (44) 
 
New bank loans                                                                       -              -        2,000 
 
Loan repayments                                                                (1,962)          (141)        (472) 
 
                                                                               _______        _______      _______ 
 
Net cash generated from/(used in) financing activities                         (2,644)          (301)        1,112 
 
                                                                               _______        _______      _______ 
 
Net increase in cash and cash equivalents                                        8,881          2,830        2,504 
 
Cash and cash equivalents at beginning of period                                 1,489        (1,015)      (1,015) 
 
                                                                               _______        _______      _______ 
 
Cash and cash equivalents at end of period                                      10,370          1,815        1,489 
 
                                                                               _______        _______      _______ 
 
Notes to the Interim Report 
 
1.      Basis of preparation 
 
The statutory accounts for the year ended 31 March 2016, prepared under IFRS, 
have been delivered to the Registrar of Companies and received an unqualified 
audit report. 
 
The unaudited results for the six months ended 30 September 2016 have been 
prepared in accordance the same accounting policies as are disclosed in those 
statutory accounts, other than the departure from International Financial 
Reporting Standards ("IFRSs") detailed below, which has been made in order to 
enhance the information available to shareholders in this instance.  The 
unaudited results 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 IAS34, 
"International Financial Reporting" in that it does not contain full disclosure 
of accounting policies and does not detail compliance with other standards: 
 
1.1  Definition of discontinued operations 
 
Certain of the disposals of subsidiaries made in this period and the prior year 
do not fulfil the strict requirements of IFRS 5 for classification as 
discontinued operations, because of their size in relation to the rest of the 
group.  However, we have elected to present these businesses as discontinued, 
in both periods, in order that the continuing operations of the group are 
comparable and show the results for only those businesses that remain within 
the group's control at the current period end. The gains on disposals of the 
discontinued operations (see note 2 below) have been classified as exceptional 
income in the Income Statement rather than as part of the results of the 
discontinued operations. 
 
2.      Gain on disposal of subsidiary company 
 
The gains in the current period relate to the proceeds from the sales of the 
company's subsidiaries, Technocover Limited and OSA Door Parts Limited, less 
the carrying values of the investments and costs of realisation.  The gain in 
the year ended 31 March 2016 relates to the disposal of the company's 
subsidiary, Ensor Building Products Limited. 
 
3.      Income tax expense 
 
The income tax expense is calculated using the estimated tax rate for the year 
ended 31 March 2017. 
 
4.      Discontinued operations 
 
The results for the year ended 31 March 2016 have been restated to treat the 
results of the subsidiaries disposed of since 1 April 2015 as discontinued, 
regardless of their treatment in the statutory accounts for the year ended 31 
March 2016. The subsidiaries concerned are Ensor Building Products Limited, 
Technocover Limited and OSA Door Parts Limited. 
 
 For this reason, the Consolidated Income Statement is described as unaudited 
as the comparative figures do not agree to the audited financial statements for 
the year ended 31 March 2016. However the profit for the period attributable to 
equity shareholders of the parent company agrees in total to the audited 
financial statements. 
 
5.      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 2015 and year ended 31 March 2016 - 
29,895,976).  There were no financial instruments in existence in any of these 
periods that would serve to dilute the shareholdings. 
 
Enquiries: 
 
Ensor Holdings PLC: Roger Harrison / Marcus Chadwick - 0161 945 5953 
 
Stockdale Securities Limited: Robert Finlay / Elhanan Lee - 020 7601 6100 
 
 
 
END 
 

(END) Dow Jones Newswires

December 12, 2016 02:00 ET (07:00 GMT)

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