Date: 29 September 2014
On behalf of: Western Selection P.L.C. ("Western" or "the Company")
Western Selection P.L.C.
Preliminary announcement of unaudited results for the year ended 30th June 2014
Western's objective is to generate growth in value for shareholders over the
medium to long term and pay a progressive dividend.
In the past we have sought to achieve this through a twin track approach of a
mix of strategic stakes in smaller quoted companies with whom we have directors
in common and a general portfolio of investments.
We have recently undertaken a strategic review looking at both the performance
in meeting our objective and how this is reflected in the Company's share
price. As a result of this review we have determined that we will follow a
single track business model in future which will provide more clarity for
investors.
Our new business model will be to take sizeable minority stakes in relatively
small companies at a pre-IPO or IPO stage, and have directors in common through
which we can provide advice and support for these growing companies. These may
or may not be associated companies. Our aim is that these core holdings will
grow to a stage at which our support is no longer required and our stake can
then be sold over time into the market. Companies that are targeted as core
holdings will have an experienced management team, a credible business model
and also good prospects for growth.
Our objective is not to build a diversified portfolio, but to identify a
limited number of good opportunities for growth in value. This may well see
risk concentrated even further than it has previously been.
To acquire these stakes in new core investment holdings, we need to be able to
react quickly, and therefore to have readily available funds to invest. To
achieve this we will maintain a treasury operation consisting of cash, debt
facilities and liquid investments. We have ceased to have a general portfolio
of investments under our new business model.
Activities
During the year Western sold a small part of its holding in Northbridge (see
below) realising a profit of £434,000 (2013 £527,000). Adjusting for the
disposal, quoted core holdings increased in value by 26% (2013 - increase 21%)
in the year. Our principal unquoted investment, Hartim Limited, recovered some
costs from a difficult previous year where it had to write off its unsuccessful
Australian operation. This recovery has led to an exceptional profit in our
accounts of £167,000 (2013 loss £1,390,000). The profit for the year before
these items was £202,000 (2013: profit £572,000).
Dividend income from Creston increased by 5% and from Northbridge by 1%, but
Swallowfield did not declare a dividend during the year. Therefore dividend
income from core holdings has decreased by 33% to £229,000 from £340,000 last
year. Dividend income on the general portfolio decreased by 6% from £103,000 to
£97,000. Administrative expenses have increased by 21%, including higher costs
from increased activity by our professional advisors and an increase in basic
directors' fees for the first time since 2000.
As a result of the above the Company made a profit of £803,000 after tax and
exceptional items, compared to a loss of £291,000 last year.
Dividend
The Company paid an interim dividend of 0.95p per share on 22nd March 2014.
A final dividend of 1.05p per share is proposed, making 2.0p for the year,
compared to 1.9p for 2013. The dividend will be paid on 4th December 2014 to
shareholders on the register at the close of business on 21st November 2014.
Core Holdings
Creston plc
Creston is a marketing services group whose strategy is to grow within its
sector both by organic growth and through selective acquisition to become a
substantial, diversified marketing services group. In their trading
announcement on 31st July 2014, Creston reported a 3% growth in revenue for the
3 months to June. Further information about Creston is available on their
website: www.creston.com.
The audited results of Creston for the year to 31st March 2014, show a headline
profit before tax of £9.6 million (2013 - £10.0 million), equivalent to fully
diluted earnings of 11.8p per share (2013 - 14.7p, including tax credit from a
positive conclusion to an HMRC enquiry).
Western maintained its holding of 3,000,000 shares in Creston, which is 4.9% of
their issued share capital. The value of this investment at 30th June 2014 was
£3,150,000, a decrease of 3% from the value of £3,240,000 at 30th June 2013.
This represents 17% (2013 - 22%) of Western's net assets.
Mr D. C. Marshall is a non-executive director of Creston.
Northbridge Industrial Services PLC
Northbridge hires and sells specialist industrial equipment to a non-cyclical
customer base. With offices or agents in the U.K., U.S.A., Dubai, Germany,
Belgium, France, Australia, Singapore, India, Brazil, Korea and Azerbaijan,
Northbridge has a global customer base. This includes utility companies, the
oil and gas sector, shipping, construction and the public sector. The product
range includes loadbanks, transformers, generators, compressors, loadcells and
oil tools. Further information about Northbridge is available on their website:
www.northbridgegroup.co.uk.
Northbridge audited profits for the year ended 31st December 2013 were £
5,255,000 and paid a final dividend of 3.9p per share, making 5.9p for the year
(2013 - 5.4p). On 23rd September 2014, Northbridge announced unaudited interim
profits for the six months ended 30th June 2014 of £2,568,000 (2013 - £
1,949,000) and declared an interim dividend of 2.2p per share (2013 - 2.0p).
Western sold 125,000 of its 2,000,000 holding in April 2014 for £586,000 and a
realised profit of £434,000 and now holds 1,875,000 shares in Northbridge (2013
- realised profit of £527,000 on disposal of 200,000 shares). Western's holding
is 10.8% of Northbridge's issued share capital. The value of this investment at
30th June 2014 was £9,750,000 (2013 - £7,040,000) being 53% (2013 - 48%) of
Western's net assets.
Mr D. C. Marshall is a non-executive director of Northbridge.
Swallowfield plc
Swallowfield is a market leader in the development, formulation, manufacture
and supply of cosmetics, toiletries and related household products for global
brands and retailers operating in the cosmetics, personal care and household
goods market. Further information about Swallowfield is available on their
website: www.swallowfield.com.
Swallowfield announced its annual results to 30th June 2014 on 18th September
2014 showing a profit after tax of £157,000 compared to a loss of £910,000
(restated) for the comparable period last year. No dividends were received from
Swallowfield during the year (2013 - £118,000). Profits are expected to recover
further in the current year under the new management team.
At the reporting date, Western owned 1,869,149 shares which is 16.5% of
Swallowfield's issued share capital. The market value of this investment on
30th June 2014 had increased by 21% to £1,813,000 from the value at June 2013
of £1,495,000. This is 10% (2013 - 10%) of Western's net assets.
Mr E. J. Beale was appointed a non-executive director of Swallowfield on 1st
July 2014
Hartim Limited
Hartim is the unquoted holding company for Tudor Rose International Limited
("TRI") which was founded in 1984. It works closely with a number of leading UK
branded fast moving consumer goods companies, offering a complete sales,
marketing and logistical service. Based in Stroud, Gloucestershire, TRI sells
into 78 countries worldwide including USA, Spain, Portugal, Italy, Czech
Republic, Russia, Turkey, South Africa, Saudi Arabia, UAE, Malaysia, Australia
and China.
Western holds 49.5% of Hartim, which has a 31st December year end, and which
generated trading profits before exceptional items in the year to 30th June
2014 of £434,000. Hartim recognised exceptional profits, after tax, in
connection with its former Australian subsidiary of £337,000 (2013 loss - £
2,809,000). Turnover in the period was £20,448,000 (2013 - £21,609,000).
Western's share of the consolidated profit after exceptional items and tax for
the twelve months to 30th June 2014 was £382,000 (2013 - loss - £937,000) and
the book value of the investment at 30th June 2014 was £568,000 (2013 - £
185,000), being 3% (2013 - 1%) of Western's assets.
During the period a loan of £500,000 was made to Hartim. This loan is
convertible into B shares at par if not repaid, carries interest at a rate of
6% over base rate. It is repayable by 31st December 2016 and is secured over
Hartim's principal asset, its investment in Tudor Rose Limited.
Western has two nominees on the board of Hartim: Mr E. J. Beale and Mr L. H.
Marshall (a director of City Group PLC, Western's company secretary).
Industrial & Commercial Holdings PLC (ICH)
ICH is a small unquoted PLC in which Western holds a 29.9% interest. It owns
land with potential for residential planning permission at Milngavie, adjacent
to Dougalston golf course, just north east of Glasgow. ICH is currently making
representations for its land to be included in the local authority's next five
year plan, but it may take some time for permission to be received. Mr D. C.
Marshall and Mr J. M. Robotham are directors of ICH.
City Group P.L.C.
Western holds 48.6% and London Finance & Investment Group P.L.C. (Western's
largest shareholder) holds 51.4% of City Group P.L.C., which provides head
office and company secretarial services to both these and other companies.
General Portfolio
During the year the general portfolio increased in value by 9%. Our investments
in FTSE100 stocks, which comprise 38% of those investments, decreased in value
by 1% whereas the FTSE100 increased by 8.5%. Our European and United States
stocks, representing 21% and 41% of the general portfolio respectively
increased in value by 10% and 1% respectively. Following on from our strategic
review the general portfolio has been discontinued and funds have been
reapplied as part of treasury operations to support the acquisition of further
core holdings.
Outlook
The Company's net asset value per share will continue to remain volatile
reflecting movements in the market and the illiquidity of it's core holdings.
We are optimistic about the prospects for Hartim and our quoted core holdings.
D.C. Marshall
Chairman
Unaudited Statement of Comprehensive Income
For the year ended 30th June 2014 2013
£000 £000
Income from investments in:
Listed strategic undertakings 229 340
Other listed undertakings 97 103
------ -------
326 443
Administrative expenses (314) (260)
Profits on disposal of investments 440 529
------ -------
Operating profit 452 712
|------------------------------------------------------------------------------|
|Share of profits of associated companies before 194 426 |
|exceptional items |
|Share of associated company's exceptional item 167 (1,390)|
|------------------------------------------------------------------------------|
Share of profits of associated companies 361 (964)
Interest receivable 20 -
Finance costs (23) (31)
------ ------
Profit/(Loss) before taxation 810 (283)
Taxation (7) (8)
------ ------
Profit/(Loss) after taxation attributable to 803 (291)
equity shareholders
Other comprehensive income
Fair value recycled from equity on disposal (440) (529)
Fair value adjustment on listed undertakings 3,642 3,038
Deferred taxation on fair values (137) -
------- -------
Total comprehensive profit 3,868 2,218
------- -------
Basic and diluted profit/(loss) per share 4.5p (1.6)p
attributable to ordinary equity holders
Unaudited Statement of Changes in Equity
Share Share Capital Unrealised Share of Realised Total
capital premium reserve profits on undistributed profits
account account investments profits/
(losses) of
associates
£000 £000 £000 £000 £000 £000 £000
Year ended 30th June
2013
Balances at 1st July 7,180 2,654 3 1,157 354 1,547 12,895
2012 -------------------------------------------------------------------
Profit for the - - - - (964) 673 (291)
period
Other Comprehensive - - - 2,509 - - 2,509
Income -------------------------------------------------------------------
Total Comprehensive - - - 2,509 (964) 673 2,218
Income -------------------------------------------------------------------
Transactions with
shareholders
Final dividend paid - - - - - (161) (161)
in respect of prior
year
Interim dividends - - - - - (153) (153)
paid in respect of
the year
--------------------------------------------------------------------
Total transactions - - - - - (314) (314)
with shareholders
--------------------------------------------------------------------
Balances at 30th 7,180 2,654 3 3,666 (610) 1,906 14,799
June 2013 --------------------------------------------------------------------
Year ended 30th June
2014
Balances at 1st July 7,180 2,654 3 3,666 (610) 1,906 14,799
2013 ------------------------------------------------------------------
Profit for the - - - - 361 442 803
period
Other Comprehensive - - - 3,065 - - 3,065
Income
------------------------------------------------------------------
Total Comprehensive - - - 3,065 361 442 3,868
Income ------------------------------------------------------------------
Transactions with
shareholders
Final dividend paid - - - - - (188) (188)
in respect of prior
year
Interim dividends - - - - - (171) (171)
paid in respect of
the year
-----------------------------------------------------------------
Total transactions - - - - - (359) (359)
with shareholders
-----------------------------------------------------------------
Balances at 30th June 7,180 2,654 3 6,731 (249) 1,989 18,308
2014 -----------------------------------------------------------------
Unaudited Statement of Financial Position
At 30th June 2014 2013
£000 £000
Non-current Assets
Investment in Associates 669 308
Investments classified as held for sale 17,775 14,695
Trade and other receivables 660 -
------- ------
19,104 15,003
------- ------
Current Assets
Trade and other receivables 24 22
Current Liabilities
Trade and other payables (683) (226)
------- -------
Net Current Liabilities (659) (204)
------- -------
Non-current Liabilities
Deferred taxation (137) -
------ -------
Net Assets 18,308 14,799
------ -------
Equity
Share capital 7,180 7,180
Share premium account 2,654 2,654
Capital reserve account 3 3
Unrealised profits on investments 6,731 3,666
Share of undistributed losses of associates (249) (610)
Realised profits 1,989 1,906
------- ------
Shareholders' Funds 18,308 14,799
------- ------
Unaudited Statement of Cash Flow
For the year ended 30th June 2014 2014 2013 2013
Notes £000 £000 £000 £000
Profit/(Loss) before taxation 810 (283)
Profit on sale of investments (440) (529)
Share of results of associates (361) 964
Net interest payable 3 31
Changes in working capital
(Increase)/Decrease in trade and (2) 49
other receivables
(Decrease)/Increase in trade and (3) 1
other payables -------- ------
Cash generated by operations 7 233
Taxation paid (7) (8)
Net interest paid (3) (31)
------- ------
Net cash (absorbed)/generated by (3) 194
operations
Cash flow from investing activities
Loan to associated company (660) -
------ ------
Proceeds on disposal of general 168 312
portfolio investments
Purchase of general portfolio (173) (352)
investments ------ -------
(5) (40)
Proceeds on disposal of part of core 566 738
holdings ------ ------
561 698
------ ------
Net cash (absorbed)/generated by (99) 698
investing activities
Cash flow from financing activities
Equity dividend paid (359) (314)
-------- -------
Movement in cash and cash equivalents (461) 578
Net debt at start of year (129) (707)
-------- -------
Net debt at end of year (a) (590) (129)
-------- -------
Note (a) Analysis of cash and cash equivalents
At start Cash At end
of year Flow of year
£000 £000 £000
2013/2014
Bank borrowings (129) (461) (590)
-------- ------- ------
Total debt (129) (461) (590)
-------- ------- ------
2012/2013
Bank borrowings (707) 578 (129)
-------- ------- ------
Total debt (707) 578 (129)
-------- ------- ------
Notes:-
1. Earnings per share are based on the profit on ordinary activities after
taxation and on 17,949,872 (2013 - 17,949,872) being the weighted average
number of shares in issue during the period.
2. The net assets per share are calculated taking investments at market
value. The Company has estimated Corporation Tax losses which cover the
potential liability on the unrealised gains on investments.
3. The financial information contained in this preliminary announcement of
results has been prepared under the recognition and measurement principles
of International Financial Reporting Standards and Interpretations issued
by the International Accounting Standards Board as adopted by the European
Union (`IFRSs'). The financial information does not give sufficient
information to comply with IFRSs which will be contained in the statutory
accounts sent to shareholders.
4. The financial information in this preliminary announcement does not
constitute the company's statutory accounts for the years ended 30th June
2014 or 30th June 2013 but is derived from those accounts. The financial
statements for both years have been prepared in accordance with IFRSs as
adopted by the EU. The statutory accounts for 2013 have been delivered to
the Registrar of Companies and those for 2014 will be delivered following
the Company's annual general meeting. The auditors reports on the accounts
for both years were unqualified, did not include references to any matters
to which the auditors drew attention by way of emphasis without qualifying
their reports and did not contain statements under the Companies Act 2006,
sections 498 (2) or (3).
Copies of this notification are held at the Company's office, 6 Middle Street,
London, EC1A 7JA (tel. 020 7796 9060) and are available for a period of 14 days
from the date of this announcement.
Enquiries to:
Western Selection P.L.C. 020 77969060
Edward Beale
Loeb Aron & Co. Ltd. 020 7628 1128
Peter Freeman / Jonathan Willis-Richards