Fitness First Plc - Intrms/Placing&OpenOffer Pt 2
24 6월 1999 - 5:39PM
UK Regulatory
RNS No 3001j
FITNESS FIRST PLC
24 June 1999
Part 2
UNAUDITED CONSOLIDATED BALANCE SHEET
As at 30 April 1999
Audited Unaudited
As at As at
31 October 1998 30 April 1999
#'000 #'000
*(Restated)
FIXED ASSETS
38,162 Tangible assets 48,398
Investments in joint ventures:
4,549 Share of gross assets 5,466
(1,590) Share of gross liabilities (2,486)
--------- --------
2,959 2,980
812 Investment in loan notes in joint 750
venture
45 Investment in associated 51
--------- undertaking --------
3,816 3,781
--------- --------
41,978 52,179
CURRENT ASSETS
98 Stocks 140
1,339 Debtors 723
10,072 Cash at bank and in hand 8,402
--------- --------
11,509 9,265
(11,504) CREDITORS: amounts falling due (8,329)
within one year
--------- --------
5 NET CURRENT ASSETS 936
--------- --------
41,983 TOTAL ASSETS LESS CURRENT 53,115
LIABILITIES
(14,797) CREDITORS: amounts falling due (23,884)
after more than one year
--------- ---------
27,186 29,231
--------- --------
8,729 Called up share capital 8,729
21,904 Share premium account 21,949
(3,447) Profit and loss account (1,447)
--------- --------
27,186 29,231
========= ========
*See Notes to the unaudited Interim Results, Note 2.
The interim results were approved by the Board on 24 June 1999.
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
For the 6 months to 30 April 1999
Audited Unaudited Unaudited
Year to 31 6 months to 6 months to
October 30 April 1999 30 April 1998
#'000 #'000 #'000
7,355 Net cash inflow from 1,790 2,193
operating activities
(145) Returns on investments and (457) (52)
servicing of finance
45 Taxation - 27
(20,436) Capital expenditure (10,113) (7,024)
(10,413) Acquisitions and disposals - (513)
-------- -------- ----------
(23,594) Cash outflow before (8,780) (5,369)
management of liquid
resources and financing
- Management of liquid - (4,000)
resources
28,690 Financing 6,310 11,825
-------- -------- --------
5,096 Decrease)/increase in (2,470) 2,456
======== cash) ========= =========
Reconciliation of Operating Profit to Net Cash
Inflow from Operating Activities
2,777 Operating profit 2,694 1,064
995 Depreciation charges 863 386
(79) Increase in stocks (42) (19)
(710) Decrease/(increase) in 617 159
debtors
4,315 Increase/(decrease) in (2,324) 603
creditors
57 (Profit)/loss on disposal (18) -
of fixed assets
-------- ------- -------
7,355 1,790 2,193
======= ======= ========
Reconciliation of Net Cash Flow to movement in Net Debt
5,096 (Decrease)/increase in (2,470) 2,456
cash in the period
(10,906) Cash inflow from increase (6,265) (707)
in debt and lease financing
- Cash outflow from increase - 4,000
--------- in liquid resources -------- -------
(5,810) Movement in debt arising (8,735) 5,749
from cash flows
(1,544) New finance on leases and (968) (610)
--------- hire purchase contracts -------- -------
(7,354) Movement in debt in the (9,703) 5,139
period
(2,466) Net debt at beginning of (9,820) (2,468)
period
--------- ------- --------
(9,820) Net (debt)/cash at end of (19,523) 2,671
========= period ======== ========
NOTES TO THE UNAUDITED INTERIM RESULTS
1. The results and summary balance sheet
incorporate the unaudited accounts
of Fitness First Plc and all its subsidiaries
made up to 30 April 1999, and have been
prepared on a basis consistent with the
audited financial statements for the year
ended 31 October 1998.
The results for the year ended 31 October
1998 have been extracted from the audited
financial statements for that year, which have
been filed with the Registrar of
Companies. The auditors' report on these
accounts was unqualified.
2. Goodwill previously written off to other
reserves has been transferred to
profit and loss reserves in accordance with
Financial Reporting Standard No. 10.
3. Earnings per share of 6.47p (1998: 3.13p)
is based on an average number of shares in
issue of 34,915,643 (1998: 29,468,419) and
profits on ordinary activities after
taxation of #2,260,000 (1998: #922,000).
The company has adopted FRS 14 during the
period and disclosed diluted earnings per
share, which has been calculated using a
diluted average number of shares in issue
of 35,535,309 (1998: 29,792,766) and profits
on ordinary activities after taxation of
#2,260,000 (1998: #922,000).
4. The unaudited Profit and Loss Account
for each of the six month periods
and the unaudited Balance Sheet as at 30
April 1999 do not amount to full accounts
within the meaning of section 240 of the
Companies Act 1985 and have not been
delivered to the Registrar of Companies.
5. Copies of this statement are being sent to
all shareholders and copies are available from
the Company's registered office at 51 Queens
Park South Drive, Bournemouth, Dorset, BH8 9BJ.
REVIEW BY THE AUDITORS OF FITNESS FIRST PLC
We have reviewed the interim financial
information in respect of the six months
ended 30 April 1999, which is the
responsibility of, and has been approved
by, the directors. Our responsibility is to
report on the results of our review.
Our review was carried out having regard
to the bulletin 'Review of the Interim
Financial Information' issued by the Auditing
Practices Board. This review consisted
principally of applying analytical
procedures to the underlying financial data,
assessing whether accounting policies have
been consistently applied, and making enquiries
of Group management responsible for financial and
accounting matters. The review excluded audit
procedures such as tests of controls and
verification of assets and liabilities,
and was therefore substantially less in
scope than an audit performed in accordance
with Auditing Standards. Accordingly, we do
not express an audit opinion on the interim
financial information.
On the basis of our review:
- in our opinion the interim financial
information has been prepared using
accounting policies consistent with
those adopted by Fitness First Plc in
its Financial Statements for the year
ended 31 October 1998; and
- we are not aware of any material
modifications that should be made to
the interim financial information as
presented.
DELOITTE & TOUCHE Mountbatten House
Chartered Accountants 1 Grosvenor Square
24 June 1999 Southampton
Hampshire SO15 2BZ
AVAILABILITY OF PROSPECTUS
The Prospectus will be available free of
charge to the public for not less than 14
days from the date of Admission from the
offices of Investec Henderson Crosthwaite
Corporate Finance, 2 Gresham Street, London
EC2V 7QP.
DEFINITIONS
The following definitions apply throughout
this announcement and the Prospectus and
Application Form sent to Qualifying Shareholders
today, unless the context otherwise requires:
"Act" the Companies Act 1985
"Admission" admission of the New Shares
to the Official List
becoming effective
"Affordable Fitness" the provision of the most
frequently used health and
fitness club facilities at
relatively modest subscription
fees at around #31 per month
and a joining fee of typically
between #35 and #60
"AIM" the Alternative Investment
Market of the London Stock Exchange
"Application Form" the non-renounceable application form
accompanying this document for use by
Qualifying Shareholders who wish to apply
for New Shares under the terms of the Open
Offer
"Board" or "Directors" the directors of Fitness First
"Existing Ordinary Shares" the 34,915,643 existing
Ordinary Shares in issue prior
to the Placing and Open Offer
"Extraordinary General the extraordinary general
Meeting" or "EGM" meeting of the Company to be
held at 10.30 am on 19 July 1999,
notice of which is set out at
the end of this document
"The Fitness Company" Fitness Company Freizeitanlagen GmbH
"Fitness First" or the Fitness First Plc
"Company"
"Group" the Company, its subsidiaries,
associate and joint ventures
"Investec Henderson Investec Henderson
Crosthwaite" Crosthwaite Corporate Finance, a
division of Investec Bank
(UK) Limited
"Issue Price" 570p per New Share
"London Stock Exchange" the London Stock Exchange
Limited
"New Shares" the 7,192,982 new Ordinary
Shares to be issued pursuant
to the Placing and Open Offer
"Official List" the Official List of the
London Stock Exchange
"Open Offer" the conditional offer by
Investec Henderson Crosthwaite, on
behalf of the Company, to
Qualifying Shareholders to
subscribe for up to 3,879,515 New
Shares at the Issue Price, on
the terms and conditions
contained in the letter from
Investec Henderson Crosthwaite set
out in Part III of the Prospectus and
in the Application Form
"Option Scheme" the Company's unapproved
share option scheme
"Ordinary Shares" ordinary shares of 25p each
in the Company
"Placing" the conditional placing by
Investec Henderson Crosthwaite of
the New Shares subject, in the
case of 2,836,008 New Shares, to
recall to satisfy valid applications
under the Open Offer
"Placing Agreement" the agreement dated 24 June
1999 between Investec Bank
(UK) Limited and the Company
relating to the Placing and
Open Offer
"Qualifying Shareholders" Shareholders on the register
of members of the Company at
the close of business on the
Record Date, excluding
certain overseas Shareholders
"Record Date" 11 June 1999
"Resolution" the special resolution
numbered 1 to be proposed at the
EGM to grant the Directors the
necessary authorities to
effect the Placing and Open Offer
"Shareholder(s)" holder(s) of the Existing
Ordinary Shares
"UK" United Kingdom of Great
Britain and Northern Ireland
END
COMGXGBLUDDCCCS
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