RNS Number:9173D
SEP Industrial Holdings PLC
21 May 2001
Embargoed Release: 21st May 2001
SEP Industrial Holding PLC
("SEP") or (the Company)
Announcement of Interim Results Six Months Ended 31st March 2001
Since I reported to you in March in my statement accompanying the Report and
Accounts for the year ended 30 September 2000 further progress has been made
in your Board's objective of transforming SEP into a group focussed on IT.
On 22 March 2001 the Company sold Clyde Fasteners Limited to a company owned
by the Clyde management team. The disposal of Component Industries was
completed on 30 March 2001, following shareholder approval at the EGM held on
that day. Further information on these disposals and the others that have
taken place since the last year-end are set out in note 1 in the Notes to the
Interim results. The sale of all of the manufacturing and distribution
businesses has now been completed.
Negotiations have continued to finalise the proposed reverse takeover of
Integration Limited which was announced on 29 November 2000. At that time it
was also announced that your company had agreed to lend #1 million to
Integration Limited and on 12 April 2001 it was announced that we had agreed
to lend a further #500,000 to Integration Limited. I am pleased to say that
the negotiations are now substantially completed and we hope to be in a
position to issue a circular in connection with the transaction next month.
Financial Results
The Group has shown a loss before taxation in the six months to 31 March 2001
of #4,639,000 (2000: profit of #204,000) resulting in a loss per share of
4.05p (2000: earnings of 0.12p). The result for the period reflects a loss on
disposal of subsidiaries of #2,864,000, which is after charging #954,000 of
goodwill previously written-off to reserves, and a charge of #2,028,000 to
write down our investment in 10% of the shares in Quantiv Limited to a nominal
amount.
Quantiv is a computer software company developing and marketing a management
information system. The Directors are of the opinion that having regard to
the information currently available to them it would be prudent to write down
the value of the Company's investment in Quantiv to a nominal value.
At Fund Management Services the result before goodwill amortisation was around
breakeven. Included within the operating profit of the continuing activities
is #700,000 of income representing an amount recovered in respect of the
Accounting Irregularities referred to in the 1998 Report and Accounts.
The results at Component Industries in its final period in the group were in
line with budget but down on those in the prior year, reflecting the
additional costs associated with the new premises occupied by Component
Logisitics. The results were poor at Springfix, with demand remaining weak.
The loss at Clyde Fasteners was reduced reflecting the reorganisation carried
out in May last year.
At 31 March 2001 the Group had net cash of #1,468,000, compared to net debt at
the year-end of #2,322,000. This change reflects the proceeds from the
disposal of subsidiaries, less the loan to Integration Limited.
Dividends
No dividend on the ordinary shares is proposed. The March dividend of 0.9565p
per share on the preferred ordinary shares was not paid, as the Company does
not have distributable reserves, although it has been provided for in the
accounts in accordance with normal accounting practice.
Outlook
As already referred to we hope to be in a position to issue a circular in
connection with the proposed acquisition of Integration next month, at which
point the Company will seek to have the suspension of the shares lifted.
Tony Caplin
Chairman
17 May 2001
SEP INDUSTRIAL HOLDINGS PLC 0207 505 2330
Tony Caplin, Chairman
Brown Shipley & Co. Ltd 020 7282 3219
Andrew Smith
HANSARD COMMUNICATIONS 020 7735 9415
Adam Reynolds/Takki Sulaiman 07785-908158
takki@hansardcommunications.com
www.hansardcommunications.com
Unaudited Consolidated Profit and Loss Account
For the six months ended 31 March 2001
Notes 6 months 6 months Year
to 31 to 31 ended 30
March March September
2001 2000 2000
#'000 #'000 #'000
Turnover
Continuing 1,044 - 654
Discontinued 12,038 15,062 28,119
______ ______ ______
1 13,082 15,062 28,773
______ ______ ______
Operating profit/ 346 (121) (243
(loss) - continuing
- discontinued (12) 371 (763)
______ ______ ______
2 334 250 (1,006)
(Loss)/profit on (1,910) 252
disposal of
subsidiaries before
goodwill written-off
Goodwill previously (954) (53)
written-off to
reserves
______ ______ ______
(Loss)/profit on 1 (2,864) - 199
disposal of
subsidiaries
______ ______ ______
(Loss)/profit on (2,530) 250 (807)
ordinary activities
before interest
Amounts written off 3 (2,028) - -
investments
Interest payable (81) (46) (130)
(net)
______ ______ ______
(Loss)/profit on (4,639) 204 (937)
ordinary activities
before taxation
Tax on (loss)/profit 255 - 65
on ordinary
activities
______ ______ ______
(Loss)/profit on (4,384) 204 (872)
activities after
taxation
Minority interest - (5) (6)
______ ______ ______
(Loss)/profit (4,384) 199 (878)
attributable to
shareholders
Dividends - non (77) (77) (154)
equity
______ ______ ______
Retained (loss)/ (4,461) 122 (1,032)
profit
===== ===== =====
(Loss)/earnings per 4 (4.05p) 0.12p (1.00)p
ordinary share
Dividend per ordinary Nil Nil Nil
share
______ ______ ______
Unaudited Consolidated Balance Sheet
31 March 2001
Notes 31 31 30
March March September
2001 2000 2000
#'000 #'000 #'000
Fixed assets
Intangible assets 1,389 24 1,815
Tangible assets 176 3,664 1,541
Investments 1,000 - 2,028
______ ______ ______
2,565 3,688 5,384
Current assets
Stocks - 5,174 4,724
Property for resale 852 - 852
Debtors 2,643 7,038 5,564
Cash at bank and in hand 1,598 2,941 218
______ ______ ______
5,093 15,153 11,358
Creditors: amounts (1,840) (8,617) (7,895)
falling due within one
year
______ ______ ______
Net current assets 3,253 6,536 3,463
______ ______ ______
Total assets less 5,818 10,224 8,847
current liabilities
Creditors: amounts due (123) (759) (594)
after more than one year
Provisions for - (65) -
liabilities and charges
______ ______ ______
5,695 9,400 8,253
===== ===== =====
Capital and reserves
Called up share capital 6,075 5,575 5,575
Share premium account 375 14,551 -
Other reserves 484 330 407
Profit and loss account (1,239) (11,158) 2,271
______ ______ ______
Shareholders' funds 5,6 5,695 9,298 8,253
(includes non-equity)
Equity minority interest - 102 -
______ ______ ______
5,695 9,400 8,253
===== ===== =====
Unaudited Summarised Consolidated Cash Flow Statement
31 March 2001
6 months to 6 months to Year ended
31 March 31 March 30
2001 2000 September
2000
Notes #'000 #'000 #'000
Net cash (outflow) from
operating activities
Operating profit/(loss) 334 250 (1,006)
Depreciation and amortisation, fixed asset 372 423 1,201
impairment
(Profit) on sale of fixed assets and - (182) (175)
current investments
(Increase) in working capital (742) (775) (332)
(36) (284) (312)
Returns on investments and
servicing of finance
Net interest paid, including on (81) (46) (130)
finance leases
Minority dividends paid - (25) (39)
(81) (71) (169)
Taxation - - -
Capital expenditure and
financial investment
Purchase of fixed assets (226) (161) (321)
Purchase of trade investment - - (2,028)
Loan to Integration Limited (1,000) - -
Sale of fixed assets 5 348 340
Sale of current asset - 752 752
investments
(1,221) 939 (1,257)
Acquisitions and disposals
Disposal of subsidiary 3,846 350 728
undertakings
Purchase of subsidiary - - (2,100)
undertakings
3,846 350 (1,372)
Cash inflow/(outflow) before 2,508 934 (3,110)
financing
Financing
Issue of ordinary share capital 875 - -
Net financing from capital
element of finance leases and
(103) (269) (317)
hire purchase
Repayment of bank loans (4) (383) (385)
768 (652) (702)
Net cash inflow/(outflow) 7 3,276 282 (3,812)
1. Continuing activities in the six months to 31 March 2001 represent Fund
Management Services and unrecovered central costs and any central income.
Discontinued activities represent those of the following subsidiaries which were
sold during the period.
* In November 2000 the Company's 50.01% shareholding in Southclare Pty
Limited was sold to its managing director and his wife. The consideration was
Aus$1 for the shares, together with repayment of Aus$150,000 of inter-company
debt. The balance of the inter-company debt was waived.
* On 6 February 2001 the Company sold Springfix Linkages Limited and
its subsidiaries including Midland Mechanical Developments Limited and Springfix
Linkages LLC (collectively "Springfix") to Maximum Industries Limited. The
consideration in respect of the transaction was #175,000. #25,000 has already
been received. The balance is due in equal tranches on the first and second
anniversary of completion. Prior to the sale the company paid #949,000 off the
overdraft and waived inter-company debt due from Springfix of #647,000.
* On 13 March 2001 it was announced that the Company had entered into
a conditional agreement for the sale of the entire share capital of Component
Industries Limited to Component Industries Holdings Limited a company of whom
the majority shareholders are the executive directors of Component Industries
Limited. The consideration for the Disposal is #4.45 million of which #3.8
million was paid in cash on completion, and #650,000 was issued by way of zero
rated, unsecured and unguaranteed loan notes. The loan notes are repayable as
to #300,000 on 30 September 2003, #300,000 on September 2004 and #50,000 on 30
September 2005. Any non-trading inter-company debt outstanding will be repaid
at completion and deducted from the cash element of the consideration. The
sale was conditional on shareholder approval, which was received at an EGM
held on 30 March 2001, on which date the disposal was completed.
* On 22 March 2001 the Company sold Clyde Fasteners Limited ("Clyde")
to a company owned by the Clyde management team. Prior to the sale the
company waived inter-company debt due to it of #300,000 and paid #2,587,000
off Clyde's overdraft. Under the terms of the sale and purchase agreement
Clyde is to repay outstanding inter-company debt due to the company amounting
to #221,000 in three tranches on 1 May, 1 June and 1 July 2001. The
consideration for the shares in Clyde was #1.
The above disposals gave rise to a loss of #2,864,000 after taking into
account #954,000 of goodwill previously written-off to reserves.
2. Included within the operating profit of the continuing activities in the
current period is #700,000 recovered in respect of the Accounting Irregularities
which were referred to in the Chairman's Statement to the accounts for the year
ended 30 September 1998. Payment of the settlement has been received since 31
March 2001.
3. Amounts written off investments represents a charge of #2,028,000 to write
down our investment in 10% of the shares in Quantiv Limited to a nominal amount.
The reasons for this write down are set out in the Chairman's Statement on
page 1.
4. The calculation of the basic earnings per share is based on the profit or
loss attributable to shareholders after deducting preferred ordinary dividends
of #77,000 (31 March 2000: #77,000; 30 September 2000: #154,000) on 110,180,194
shares (31 March 2000: 103,421,952 shares; 30 September 2000: 103,421,952) being
the weighted average number of Ordinary shares in issue during the period.
There is no difference between the basic earnings per share and that on a
diluted basis.
5. Under FRS4 the Preferred Ordinary Shares are defined as non-equity shares
as they are currently entitled to a fixed dividend, but have the same rights in
all other respects. Non Equity Shareholders funds are #712,000 (31 March 2000:
#2,174,000; 30 September 2000: #635,000).
6. The reconciliation of movements on shareholders' funds is:
31 March 31 2000 30 September
2001 March 2000
#'000 #'000 #'000
(Loss)/profit attributable to shareholders (4,384) 199 (878)
Dividends (77) (77) (154)
______ ______ ______
(4,461) 122 (1,032)
Other recognized gains and losses
New share capital subscribed 875 - -
Unpaid dividend on preferred ordinary 77 77 154
shares taken to reserves
Writeback of goodwill on disposal 954 - 53
Exchange loss (3) (13) (34)
______ ______ ______
Net movement in Shareholders funds (2,558) 186 (859)
Opening Shareholders funds 8,253 9,112 9,112
______ ______ ______
Closing Shareholders funds 5,695 9,298 8,253
===== ===== =====
7. The movement in the Group's net cash/(debt) in the period comprised:
At 30 Exchange Disposal Cash At 31 Mar
2000 Difference of sub- Flow 2001
Sept. sidiaries
(excluding
cash)
#'000 #'000 #'000 #'000 #'000
Cash at bank and 218 - - 1,380 1,598
in hand
Overdrafts (1,896) - - 1,896 -
(1,678) - - 3,276 1,598
Finance leases and (516) - 413 103 -
hire purchase
Debts due within (7) - - - (7)
one year
Debts due after (121) (6) - 4 (123)
more than one year
Net funds/(debt) (2,322) (6) 413 3,383 1,468
8. The interim results have not been audited but have been reviewed by
the auditors and do not constitute statutory accounts. They have been
prepared on the basis of the accounting policies set out in the Report and
Accounts for the year ended 30 September 2000. The comparative figures for
the year ended 30 September 2000 do not constitute statutory accounts but have
been extracted from the statutory accounts for that period, which have been
filed with the Registrar of Companies. The auditors' report in respect of the
year ended 30 September 2000 is unqualified and does not contain a statement
under Companies Act 1995 sections 237 (2) or (3).
Copies of the interim statement are being sent to all registered shareholders.
Further copies are available from the Company's registered office: Fourth
Floor, Churchill House, 142 Old Street, London EC1V 9BW.
SEP INDUSTRIAL HOLDINGS PLC 0207 505 2330
Tony Caplin, Chairman
Brown Shipley & Co. Ltd 020 7282 3219
Andrew Smith
HANSARD COMMUNICATIONS 020 7735 9415
Adam Reynolds/Takki Sulaiman 07785-908158
takki@hansardcommunications.com
www.hansardcommunications.com
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