21st Apr 2005 08:47
Melrose PLC21 April 2005 MELROSE PLC AUDITED RESULTS For the year ended 31 December 2004 Melrose PLC ("Melrose" or "the Company") announces its audited results for theyear ended 31 December 2004. The Melrose Board has today also announced that the Company has conditionallyagreed to acquire the Dynacast Group and the McKechnie Group for an enterprisevalue of £429 million. The aggregate consideration is to be satisfied by £387million in cash and the issue of 42 million consideration shares to certain ofthe vendors. The Company has also announced today a fully underwritten Placing valuing aMelrose share at £1, with institutional and certain other investors to raise£199.8 million and an open offer to qualifying shareholders which, if taken upin full, will involve the issue of up to 2.2 million shares. The net proceeds of the Placing will be used to satisfy part of the cashconsideration payable to the Vendors in respect of the acquisitions. The balanceof the cash consideration, £200 million, payable in respect of the acquisition,will be financed by way of new debt facilities. Dynacast (a manufacturer of precision engineered diecast components) andMcKechnie (a supplier of specialist engineering products) represent a strong fitwith Melrose's strategy of focusing on mid-cap industrial manufacturingbusinesses. Both businesses have cash generative characteristics, strong marketshare and a global footprint. The Melrose Board believes it can createsubstantial shareholder value from the acquisition of these businesses. Highlights : • Retained loss for the year £4,226,000 including Novar PLC aborted takeover fees of £3,879,000 • Net cash of £11,687,000 RESULTS Turnover for the period was nil and will remain so until an acquisition iscompleted. The loss before interest and tax was £4,760,000 (2003 - £207,000) whichcomprised administrative expenses of £881,000 (2003 - £207,000) and acquisitionabort fees in respect of our offer for Novar PLC of £3,879,000. Interest incomefor the period was £534,000 (2003 - £74,000) resulting in a loss before tax of£4,226,000 (2003 - £133,000) and a loss per share of 32.3 pence (2003 - 1.0pence). As at 31 December 2004, the Company's cash balances amounted to £11,687,000. DIVIDENDS As previously stated in the Prospectus, the Directors do not intend to pay adividend until the completion of a significant acquisition. Following such anacquisition the Directors will determine an appropriate dividend policy. MELROSE PLC Audited Profit and Loss Account Periodfor the year ended 31 December 2004 From Year 13 May Ended 2003 to 31 December 31 December 2004 2003 Audited Audited Notes £m £m Administrative expensesExceptional item- Novar PLC aborted takeover fees (3,879) - Other (881) (207) ----------- -----------Operating loss (4,760) (207) Interest receivable 534 74 ----------- -----------Loss on ordinary activities before andafter taxation (4,226) (133) Dividends on equity shares 2 - - ----------- -----------Retained loss for the period (4,226) (133) ----------- -----------Loss per share Basic (32.3p) (1.0p)Diluted (32.3p) (1.0p) MELROSE PLC Audited Balance Sheetat 31 December 2004 31 December 31 December 2004 2003 Audited Audited £m £m Current Assets Debtors : amounts falling due within one year 190 53 Cash at bank 11,687 12,787 ----------- ----------- 11,877 12,840 Creditors:Amounts falling due within one year (3,344) (81) ----------- -----------Net current assets 8,533 12,759 ----------- ----------- ----------- -----------Net assets 8,533 12,759 ----------- ----------- Capital and Reserves Called up share capital 63 63 Share premium 12,829 12,829 Profit and loss account (4,359) (133) ----------- -----------Shareholders' funds 8,533 12,759 ----------- ----------- MELROSE PLC Audited Statement of Cashflows Periodfor the year ended 31 December 2004 Year 13 May Ended 2003 to 31 December 31 December 2004 2003 Audited Audited Notes £m £m Net cash outflow from operatingactivities 3 (1,662) (179) Finance income Interest received 562 74 ----------- ----------- Net cash outflow before financing (1,100) (105) Financing Net proceeds of ordinary shares issued - 12,892 ----------- ----------- (Decrease)/Increase in Cash (1,100) 12,787 ----------- ----------- MELROSE PLC Notes 1) Basis of preparation The financial information set out in this announcement comprises the auditedresults for the year ended 31 December 2004 and the audited results for theperiod from incorporation on 13 May 2003 to 31 December 2003. The report hasbeen prepared by the directors under the historical cost convention and on abasis consistent with applicable United Kingdom accounting standards. The reporthas been prepared on the basis of the accounting policies set out in theCompany's statutory accounts for the year ended 31 December 2004. The financial information set out in this announcement is for the year ended 31December 2004 and does not constitute statutory accounts within the meaning ofsection 240 of the Companies Act 1985, but is derived from those accounts. Theauditors' report contained therein was unqualified and did not contain astatement under section 237 (2) or (3) of the Companies Act 1985. The statutoryaccounts for the year ended 31 December 2004 will be delivered to the Registrarof Companies following the Company's annual general meeting. 2) Dividends As stated in the placement Prospectus the Directors do not intend to pay adividend until the completion of a significant acquisition. Following such anacquisition the Directors will determine an appropriate dividend policy. 3) Note to the statement of cashflows Reconciliation of operating loss to net cash outflow from operating activities: Period From Year 13 May Ended 2003 to 31 December 31 December 2004 2003 Audited Audited £m £m Operating loss (4,760) (207) (Increase) in debtors (165) (53) Increase in creditors 3,263 81 ----------- -----------Net cash outflow from operating activities (1,662) (179) ----------- ----------- 4) Shares in Issue At 31 December 2004 and 31 December 2003 there were 13,120,000 ordinary sharesof 0.1p in issue. Enquiries : Melrose PLCSimon Peckham 020 7716 5820 M:CommunicationsNick Miles 020 7153 1539Nick Fox 020 7153 1540Tom Hampson 020 7153 1522 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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