CAP.MAN.& INV - Preliminary Results for year ended 31 January 2006
Year end results
The results for Capital Management and Investment PLC ('CMI') for the
year ended 31 January 2006 show a profit before tax of £1,115,000
(2005 - loss of £1,525,000). Profit after tax is £1,387,000 following
a corporation tax refund relating to overpaid corporation tax in
prior years.
Purchase of Field Capital Limited
On 25 February 2005, the entire issued share capital of the Field
Capital Limited was purchased at net asset value for £1,823,000. The
consideration was made by way of allotment and issue of new shares in
CMI. Both Alan McIntosh and Hugh Osmond, the selling shareholders,
are directors and shareholders in CMI. The underlying asset of Field
Capital is cash. Alan McIntosh is also a director of Field Capital
Limited.
Investment in Ristretto Holdings SCA ('Ristretto')
CMI owns 28% of Ristretto, the Luxembourg based parent company of
Algeco SA, Europe's leading modular construction business, and
Elliott Group Limited, a leading provider of modular construction
units in the UK. The remaining shares are owned by funds controlled
by TDR Capital ('TDR').
Further information on Ristretto can be found in the circular sent to
shareholders dated 1 July 2005.
Refinancing and restructuring of Ristretto
I am pleased to report that since the year end, CMI has received
approximately 33 million euros from Ristretto by way of redemption of
approximately 30 million euros of Preference Shares held by CMI, and
a payment of 3 million euros of accrued dividends on these Preference
Shares.
Balance Sheet
CMI continues to hold a 28% investment in ordinary shares in the
Ristretto Group. CMI also owns approximately 3 million euros of
Preference Shares in Ristretto. Following the recent repayment of
part of the Preference Shares, CMI has net cash balances of
approximately £29.4 million.
Lapse of Mandatory Offer
During the year, a concert party comprising Alan McIntosh, Charles
Nasser, Edward Spencer Churchill, Marc Jonas, Matthew Allen, and
myself was obliged by the Takeover Panel to make an offer for the
shares not owned by the concert party at 12.3p per share. The
Independent Director, Tim Woodcock, advised shareholders not to
accept. Acceptances from shareholders owning 0.58% of the company's
shares were received by the closing date. This was insufficient to
take the Concert Party over the 50.1% threshold required for the
Offer to proceed. As a result the offer lapsed.
Strategy going forward
CMI continues to monitor its investment in Ristretto. As at 10 April
2006, CMI has cash reserves of approximately £29.4 million which will
be used to finance on going expenses and make additional investments
in areas where the board feels that shareholder value would be
generated.
Dividends
The board is not recommending payment of a dividend for the period
under review.
Hugh Osmond
Chairman
Consolidated profit and loss account for the year ended 31 January
2006
Total Total
Note 2006 2005
£'000 £'000
Income from fixed asset investments 1,673 -
Exceptional item - issue of EBT shares - (1,650)
Other administrative expenses (889) (805)
_______ _______
Total administrative expenses (889) (2,455)
Other operating income 57 50
_______ _______
Operating profit / (loss) 841 (2,405)
_______ _______
Interest receivable 274 880
_______ _______
Profit / (loss) on ordinary activities before 1,115 (1,525)
taxation
Taxation 272 -
_______ _______
Profit / (loss) on ordinary activities after
taxation 1,387 (1,525)
for the financial year
_______ _______
Basic profit / (loss) per share 2 0.56p (0.65p)
_______ _______
Diluted profit / (loss) per share 2 0.50p (0.65p)
_______ _______
All amounts in the current and prior year relate to continuing
activities.
All recognised gains and losses are included in the profit and loss
account for both accounting periods.
Reconciliation of movements in shareholders' funds for the year ended
31 January 2006
Group Group Company Company
2006 2005 2006 2005
£'000 £'000 £'000 £'000
Profit / (loss) for the financial 1,387 (1,525) (269) (1,509)
year
Premium on exercise of warrants - 61 - 61
Issue of shares 1,823 41 130 41
Issue of EBT shares - 1,650 - 1,650
_______ _______ _______ _______
Net addition to/(reduction) in
shareholders' funds 3,210 227 (139) 243
Opening shareholders' funds 34,365 34,138 34,381 34,138
_______ _______ _______ _______
Closing shareholders' funds 37,575 34,365 34,242 34,381
_______ _______ _______ _______
Consolidated balance sheet at 31 January 2006
Note 2006 2006 2005 2005
£'000 £'000 £'000 £'000
Fixed assets
Tangible assets 41 75
Investments 29,652 29,652
_______ _______
29,693 29,727
Current assets
Debtors 1,911 677
Cash at bank and in hand 6,525 4,543
_______ _______
8,436 5,220
Creditors: amounts falling due
within one year (554) (582)
_______ _______
Net current assets 7,882 4,638
_______ _______
Total assets less current 37,575 34,365
liabilities
_______ _______
Capital and reserves
Called up share capital 2,499 2,369
Merger reserve 1,693 -
Share premium account 38,109 38,109
Profit and loss account (4,626) (6,113)
_______ _______
Shareholders' funds - equity 37,575 34,365
_______ _______
Consolidated cash flow statement for the year ended 31 January 2006
Note 2006 2005
£'000 £'000
Net cash outflow from operating activities (426) (1,643)
Returns on investments and servicing
of finance
Interest received 274 880
Taxation
UK corporation tax 315 -
Capital expenditure and financial
investment
Purchase of fixed assets - (74)
Purchase of Ristretto investment - (29,652)
_______ _______
- (29,726)
Cash inflow / (outflow) before management of
liquid resources and financing 163 (30,489)
Acquisitions
Cash acquired on purchase of Field Capital 1,819
Management of liquid resources
Increase in short term deposits (1,262) (4,542)
Financing
Exercise of warrants - 102
_______ _______
Increase / (decrease) in cash in the year 720 (34,929)
_______ _______
Notes
1 Accounting policies
The preliminary results have been prepared on the same basis and
using the same accounting policies as those used in the preparation
of the accounts for the year ended 31 January 2005.
2 Profit / (loss) per share
The basic profit per share of 0.56p (2005 - Loss of 0.65p) per share)
is calculated by reference to the profit after taxation of £1,387,000
(2005 - loss £1,525,000) and the weighted average number of ordinary
shares in issue during the year of 249,081,954 (2005 - 233,911,093).
The diluted profit per share of 0.50p (2005 - 0.65p loss per share)
is based on the above profit, and the diluted weighted average number
of ordinary shares in issue during the year. The dilutive impact on
the potential ordinary shares from unexercised warrants as shown
below:
2006 2005
Number Number
Basic number of shares 249,081,954 233,911,093
Unexercised warrants 25,786,343 23,104,395
__________ __________
274,868,297 257,015,488
__________ __________
3 Financial information
The financial information set out above does not constitute statutory
accounts as defined in section 240 of the Companies Act 1985. The
financial information for the year ended 31 January 2006 is extracted
from the Group's financial statements to that date which received an
unqualified auditors' report and did not contain a statement under
the Companies Act 1985, s237(2) or (3) and will be filed with the
Registrar of Companies following the company's annual general
meeting. The 2005 comparatives are derived from the statutory
accounts for 2005 which have been delivered to the Registrar of
Companies and received an unqualified audit report and did not
contain a statement under the Companies Act 1985, s237(2) or (3).
4 Annual report
The annual report and accounts will be posted to shareholders shortly
and thereafter copies of the report and accounts will be available
from the Secretary, Capital Management & Investment plc, 54 Baker
Street, London W1U 7DA.
For further information contact:
Tim Woodcock, Finance Director 020 7725 0800
ENDS
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