24th Mar 2006 09:21
Jardine Strategic Hldgs Ld24 March 2006 To: Business Editor 24th March 2006 For immediate release Jardine Cycle & Carriage Limited2005 Financial Statements and Dividend Announcement The following announcement was issued today by the Company's 62%-ownedsubsidiary, Jardine Cycle & Carriage Limited. For further information, please contact: Jardine Matheson LimitedNeil M McNamara (852) 2843 8227 Martin HendersonMatheson & Co Ltd (44) 20 7816 8135 GolinHarrisKennes Young (852) 2501 7987 Weber Shandwick Square MileRichard Hews / Helen Thomas (44) 20 7067 0700 24 March 2006 JARDINE CYCLE & CARRIAGE LIMITED2005 FINANCIAL STATEMENTS AND DIVIDEND ANNOUNCEMENT Highlights• Strong performance from Astra which is now a subsidiary• Fewer residential property completions• Underlying earnings per share marginally up• Distribution in specie of MCL Land shareholding "Jardine Cycle & Carriage's results will in future reflect the absence ofcontributions from MCL Land. The recent slowing of the Indonesian economy isalso expected to dampen Astra's performance in 2006. However, the company iswell financed with a strong balance sheet and its medium-term prospects remainpromising." Anthony NightingaleChairman24 March 2006 Group Results________________________________________________________________________________ Year ended 31 December ________________________________________________________________________________ 2005* 2004 Change 2005 Change US$m US$m % S$m %________________________________________________________________________________Revenue 3,798 1,500 153 6,328 150 Profit after tax 426 349 22 710 20 Underlying profit attributable to shareholders 299 294 2 498 - Profit attributable to shareholders 282 329 -14 469 -15________________________________________________________________________________ USc USc Sc ________________________________________________________________________________Underlying earnings** per share 89.11 88.84 - 148.49 -1 Earnings per share 84.06 99.40 -15 140.08 -17 Gross dividend per share 18.00 10.00 80 29.97 81________________________________________________________________________________ As at 31 December ________________________________________________________________________________ 2005 2004 2005 US$m US$m Change S$m Change % %________________________________________________________________________________Shareholders' funds 1,579 1,269 24 2,629 27________________________________________________________________________________ US$ US$ S$ ________________________________________________________________________________Net asset value per share 4.69 3.80 23 7.81 26________________________________________________________________________________ The exchange rate of US$1=S$1.6650 (31.12.2004: US$1=S$1.6339) was used fortranslating assets and liabilities at the balance sheet date and US$1=S$1.6664(31.12.2004: US$1=S$1.6895) was used for translating the results for the period. The financial results for the year ended 31 December 2005 have been prepared inaccordance with the International Financial Reporting Standards ("IFRS"). Theseresults have not been audited or reviewed by the Auditors. The financial resultsfor the year ended 31 December 2004 were audited in accordance with theSingapore Standards on Auditing. * The contribution from Astra is for 13 months.*\* The basis of calculating underlying earnings is set out in Note 6 of this report. CHAIRMAN'S STATEMENT Overview Jardine Cycle & Carriage experienced a satisfactory year in 2005 with growth inAstra's contribution compensating for only one property development completionand withdrawal from motor operations in Australasia. Astra became a subsidiaryduring the year and the consolidation of its results has provided a moremeaningful financial profile of the Group. In December, shareholders approved areturn of value through the dividend in specie of the Company's 65.6%shareholding in MCL Land. Consolidation of Astra Astra became a subsidiary in August 2005 when the Company increased itsshareholding to 50.1%. Astra has now been consolidated on a same-month basis inthe Group's results for 2005, whereas previously it had been equity accountedone month in arrear as an associate. The aligning of the accounting periods hasrequired the inclusion of the results from Astra for the thirteen months from 1December 2004 to 31 December 2005. Due to the size and complexity of Astra, which is required to prepare itsfinancial statements under local accounting standards before converting to theInternational Financial Reporting Standards, approval was obtained from theSingapore Exchange for the Company to defer the reporting of its 2005 results by45 days and the first quarter 2006 results by 30 days. It is expected that itwill be necessary to obtain such further extensions in 2006, but every effort isbeing made to bring the reporting back within the prescribed periods. Performance The Group's underlying profit after tax and minority interests rose by 2% toUS$299 million in 2005. The US$275 million contribution from Astra reflectedgood growth in its businesses and the inclusion of the extra month of itsresults. Excluding the profit for the month of December 2004, the contributionfrom Astra would have been US$256 million. MCL Land's profit fell significantlyas there were fewer completed projects during the year upon which profit wasrecognised. The contribution from directly-held motor interests declined 16% toUS$29 million. Underlying earnings per share were little changed at USc89.11. Profit attributable to shareholders declined by 14% to US$282 million due to anaccounting charge of US$13 million arising from the distribution of the MCL Landshareholding and a provision of US$5 million against the Group's interests inThailand, compared with exceptional gains of US$35 million in 2004 arising fromdisposals. The Group's net debt, excluding borrowings within Astra's consumer financeoperations, was US$619 million. At the Company level, net debt declined toUS$254 million. The Board is recommending a final dividend of USc15.00 per share less tax which, together with the interim dividend but excluding the dividend in specie, will give a total dividend for the year of USc18.00 per share less tax, compared to USc10.00 per share less tax in the previous year. The final dividend is available in cash in US dollars or Singapore dollars with a scrip alternative. Group Review Astra JC&C increased its stake in Astra from 47.2% to 50.1% during the year at a totalcost of US$135 million. Astra also increased marginally its stakes in a numberof its publicly quoted subsidiaries. Growth in the Indonesian motor car andmotorcycle markets was strong for most of 2005, and Astra was able to improve itsmarket share. There was, however, a significant decline in demand in the final quarter due to fuel price increases and rising interest rates, and this negative sentiment is expected to persist into 2006. A new Honda factory costing US$140 million and with an annual capacity of 1 million units was opened by the President of Indonesia in September 2005. Astra's financial services businesses, which primarily support its automotive and motorcycle operations, produced good results despite also being affected by the slowdown in the last quarter and increased provisions. Astra's heavy equipment division produced a strong performance from both Komatsusales and contract mining operations in 2005. Profit from agribusiness wasslightly below the previous year, although Astra Agro Lestari has acquired 7,500hectares of land as part of its strategy of increasing its oil palm plantations.Astra, through its subsidiary Astratel Nusantara, has acquired a 34%shareholding in a toll road project, and is looking to participate in other newinfrastructure projects announced by the Indonesian Government. Motor The Company's directly-held motor operations in Singapore, Malaysia andIndonesia produced increased earnings in 2005, but the overall contributiondeclined following the earlier withdrawal from operations in Australia and NewZealand. In Malaysia, new Mercedes-Benz facilities were opened in Ipoh andPetaling Jaya in 2005 and in Damansara in early 2006; while in Singapore a new18,600 sq. m Mercedes-Benz flagship showroom opened in February 2006. Property In 2005, MCL Land made progress in the marketing and construction of developmentproperties. It continued to grow its landbank in Singapore and pursue interestsin Malaysia. Its underlying profit contribution to the Group of US$19 millionfor 2005, however, was significantly below the US$48 million recorded in 2004despite having benefited from a number of write-backs of provisions forforeseeable losses on development properties. Only one project was completed in2005 upon which profit was recognised, compared to two more substantial projectscompleted in the prior year. MCL Land Dividend in Specie In line with the Group's strategy of exiting non-core activities to focus on itscore motor interests and its strategic investment in Astra, the Group receivedapproval from shareholders in December 2005 to distribute in specie its 65.6%interest in MCL Land. This distribution took place on 25 January 2006. At thesame time, a voluntary conditional cash offer for MCL Land was successfully madeby Hongkong Land at an offer price of S$1.75 per stock unit. The distributionenabled the Company's shareholders to decide independently whether to sell theirMCL Land stock units or to continue to hold them. People We were saddened by the untimely of Brian Keelan in August. His wisepresence on the Board is missed. On behalf of the Directors, I also wish to thank all the employees of theGroup's subsidiaries and associates for their dedicated and loyal service. Prospects Jardine Cycle & Carriage's results will in future reflect the absence ofcontributions from MCL Land. The recent slowing of the Indonesian economy isalso expected to dampen Astra's performance in 2006. However, the company iswell financed with a strong balance sheet and its medium-term prospects remainpromising. Anthony NightingaleChairman24 March 2006 _______________________________________________________________________________Jardine Cycle & Carriage Limited Consolidated Profit and Loss Account for the year ended 31 December _______________________________________________________________________________ 2005 2004 Change Note US$m US$m % Continuing operations_____________________Revenue 3 3,797.7 1,405.3 170Cost of sales (3,094.1) (1,231.6) 151 _______ _______Group profit 703.6 173.7 305 Other operating income 106.2 26.3 304Selling and distribution expenses (231.2) (60.7) 281Administrative expenses (271.6) (42.7) 536Other operating expense (52.9) (7.7) 587 _______ _______Operating profit 254.1 88.9 186 Financing charges (30.3) (4.8) 531Share of associates' and joint ventures' results 275.8 286.8 -4 _______ _______Profit before tax 3 499.6 370.9 35Tax 4 (73.8) (14.5) 409 _______ _______Profit after tax from continuing operations 425.8 356.4 19 _______ _______Discontinued operations_______________________Revenue 3 - 94.4 -100 Loss before tax 3 - (3.8) -100 Tax 4 - (3.2) -100 _______ _______ Loss after tax from discontinued operations 14 - (7.0) -100 _______ _______Profit after tax 3 425.8 349.4 22 _______ _______ Profit attributable to:Shareholders of the Company 281.7 328.7 -14Minority interests 144.1 20.7 596 _______ _______ 425.8 349.4 22 _______ ______________________________________________________________________________________ USc USc_______________________________________________________________________________Earnings per share 6 - basic 84.06 99.40 -15 - fully diluted 83.99 99.25 -15 Earnings per share from continuing operations 6 - basic 84.06 99.97 -16 - fully diluted 83.99 99.82 -16 _______________________________________________________________________________Jardine Cycle & Carriage LimitedConsolidated Balance Sheet at 31 December_______________________________________________________________________________ Note 2005 2004 US$m US$mNon-current assetsIntangible assets 881.7 24.8Property, plant and equipment 1,037.5 65.5Investment properties 51.1 31.5Plantations 383.1 -Interests in associates and joint ventures 1,153.7 1,088.6Non-current investments 43.4 22.7Debtors 1,218.0 0.4Deferred tax assets 51.7 2.1Other non-current assets 44.5 - _______ _______ 4,864.7 1,235.6 _______ _______Current assetsDevelopment properties for sale 415.9 286.2Stocks 678.2 148.4Debtors 2,082.9 182.6Current tax assets 45.1 4.0Bank balances and other liquid funds _______ _______ - non-finance companies 317.2 177.0 - finance companies 186.6 - _______ _______ 503.8 177.0 _______ _______ 3,725.9 798.2Non-current assets held for sale - 40.8 _______ _______ 3,725.9 839.0 _______ _______Total assets 8,590.6 2,074.6 _______ _______Non-current liabilitiesProvisions 10.6 -Long-term borrowings 8 _______ _______ - non-finance companies 394.6 39.8 - finance companies 1,005.3 - _______ _______ 1,399.9 39.8Deferred tax liabilities 292.4 5.7Other non-current liabilities 82.1 0.7 _______ _______ 1,785.0 46.2 _______ _______Current liabilitiesProvisions 38.9 19.1Current borrowings 8 _______ _______- non-finance companies 542.0 341.0- finance companies 1,168.9 - _______ _______ 1,710.9 341.0Current tax liabilities 74.0 22.3Creditors 1,352.0 153.1 _______ _______ 3,175.8 535.5Liabilities directly associated with non-current assets held for sale - 1.2 _______ _______ 3,175.8 536.7 _______ _______Total liabilities 4,960.8 582.9 _______ _______Net assets 3,629.8 1,491.7 _______ _______Share capital and reservesShare capital 9 185.4 183.6Share premium 9 274.0 254.9Fair value and other reserves 10 342.2 17.2Revenue reserve 11 777.6 813.6 _______ _______Shareholders' funds 1,579.2 1,269.3Minority interests 12 2,050.6 222.4 _______ _______ 3,629.8 1,491.7 _______ _______ Net asset value per share US$4.69 US$3.80 _______________________________________________________________________________Jardine Cycle & Carriage LimitedConsolidated Statement of Recognised Income and Expense for the year ended 31 December_______________________________________________________________________________ 2005 2004 US$m US$m Revaluation surplus of intangible assets 213.6 - Revaluation surplus of land and buildings 115.8 4.8 Fair value loss of available-for-sale investments, net of tax (4.2) (0.7) Actuarial gains on defined benefit pension plans 25.1 - Loss on dilution of interest in investments (0.2) (5.0) Translation difference (38.1) (28.3) _______ _______Net gain/(loss) recognised directly in equity 312.0 (29.2) Profit after tax 425.8 349.4 _______ _______Total recognised income and expense for the year 737.8 320.2 _______ _______Profit attributable to: Shareholders of the Company 569.0 292.9 Minority interests 168.8 27.3 _______ _______ 737.8 320.2 _______ _____________________________________________________________________________________Jardine Cycle & Carriage LimitedCompany Balance Sheet at 31 December______________________________________________________________________________ 2005 2004 US$m US$m Non-current assetsProperty, plant and equipment 0.9 0.9Interests in subsidiaries 1,358.3 476.2Interests in associates 44.6 937.5 _______ _______ 1,403.8 1,414.6 _______ _______Current assetsDebtors 19.8 35.8Bank balances and other liquid funds 0.3 1.8 _______ _______ 20.1 37.6 _______ _______Total assets 1,423.9 1,452.2 _______ _______ Non-current liabilitiesDeferred tax liabilities 0.4 0.4 _______ _______ 0.4 0.4 _______ _______Current liabilitiesCurrent borrowings 254.0 273.7Current tax liabilities 0.8 0.9Creditors 316.8 129.3 _______ _______ 571.6 403.9 _______ _______Total liabilities 572.0 404.3 _______ _______Net assets 851.9 1,047.9 _______ _______ Share capital and reservesShare capital 185.4 183.6Share premium 274.0 254.9Share option reserve 0.3 0.4Revenue reserve 392.2 609.0 _______ _______Shareholders' funds 851.9 1,047.9 _______ _______Net asset value per share US$2.53 US$3.14 _____________________________________________________________________________Jardine Cycle & Carriage LimitedCompany Statement of Changes in Equity for the year ended 31 December_____________________________________________________________________________ Share Share Share option Revenue capital premium reserve reserve Total US$m US$m US$m US$m US$m2005Balance at 1 January 183.6 254.9 0.4 609.0 1,047.9 Translation difference - - - (19.8) (19.8)Share options exercised - 0.1 (0.1) - - ____________________________________________________Loss recognised directly in equity - 0.1 (0.1) (19.8) (19.8) Profit for the year - - - 82.9 82.9 ____________________________________________________Total recognised gain for the year - 0.1 (0.1) 63.1 63.1 Dividends (net) - - - (279.9) (279.9)Issue of shares 1.8 19.0 - - 20.8 ____________________________________________________Balance at 31 December 185.4 274.0 0.3 392.2 851.9 ____________________________________________________ 2004Balance at 1 January 180.4 239.9 - 538.1 958.4 Translation difference - gain recognised directly in equity - - - 41.0 41.0Profit for the year - - - 54.1 54.1 ____________________________________________________Total recognised gain for the year - - - 95.1 95.1 Dividends (net) - - - (24.2) (24.2)Issue of shares 3.2 15.0 - - 18.2Share options granted to employees and directors - - 0.4 - 0.4 ____________________________________________________Balance at 31 December 183.6 254.9 0.4 609.0 1,047.9 ____________________________________________________ _____________________________________________________________________________Jardine Cycle & Carriage LimitedConsolidated Statement of Cash Flows for the year ended 31 December_____________________________________________________________________________ 2005 2004 Note US$m US$m Cash flows from operating activities 13 11.4 142.9 Cash generated from operations _______ _______Interest paid (32.1) (9.1)Interest received 16.3 5.7Other finance costs paid (0.7) (0.3)Income tax paid (114.0) (13.8) _______ _______ (130.5) (17.5) _______ _______Net cash flows (used in)/from operating activities (119.1) 125.4 Cash flows from investing activities _______ _______Sale of property, plant and equipment 47.5 7.5Sale of land use rights 6.2 -Sale of investment properties 49.6 138.1Sale of other investments - 1.7Sale of subsidiaries, net of cash disposed - 47.8Sale of shares in associates 3.2 9.5Purchase of property, plant and equipment (266.9) (13.9)Purchase of land use rights (11.7) (9.4)Purchase of an investment property (8.1) -Purchase of plantations (6.2) -Purchase of shares in associates (35.6) (24.8)Purchase of other investments (1.0) -Acquisition of Astra, net of cash acquired 319.8 (319.3)Acquisition of other subsidiaries, net of cash acquired (18.1) (11.1)Capital repayment of long-term investments 2.9 -Distribution of excess cash to shareholders - (0.3)Dividends received from associates (net) 126.5 56.1 _______ _______ Net cash flows from/(used in) investing activities 208.1 (118.1) Cash flows from financing activities _______ _______Proceeds from issue of shares 1.2 2.1Drawdown of loans 1,785.9 267.4Repayment of loans (1,486.4) (206.3)Investment by minority shareholders - 0.4Dividends paid to minority shareholders (66.7) (7.1)Dividends paid (9.7) (8.1) _______ _______Net cash flows from financing activities 224.3 48.4 _______ _______ Net change in cash and cash equivalents 313.3 55.7Cash and cash equivalents at the beginning of the year 177.0 116.1Effect of exchange rate changes 0.7 5.2 _______ _______Cash and cash equivalents at the end of the year 491.0 177.0 _______ _______ ______________________________________________________________________________ Jardine Cycle & Carriage LimitedNotes______________________________________________________________________________ 1 Basis of preparation The financial statements are consistent with those set out in the 2004 audited accounts which have been prepared in accordance with the International Financial Reporting Standards ("IFRS"). There have been no changes to the accounting policies described in the 2004 audited accounts. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. The Group makes estimates and assumptions concerning the future. It also requires management to exercise its judgment in the process of applying the Company's accounting polices. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. With Astra becoming a subsidiary in August, the initial accounting for the business combination under IFRS 3 Business Combinations involved identifying and determining the fair values to be assigned to Astra's identifiable assets, liabilities and contingent liabilities and the cost of the combination. The initial accounting for business combination can only be determined provisionally as the fair values to be assigned to Astra's identifiable assets, liabilities and contingent liabilities can be determined only provisionally. The completion of the initial accounting may result in adjustments to the fair values of Astra's identifiable assets, liabilities and contingencies as well as goodwill on acquisition. 2 Reconciliation between IAS 17 and IAS 40 and FRS 25 A reconciliation of the differences between IAS 17 Leases ("IAS 17") and IAS 40 Investment Properties ("IAS 40") and Singapore's FRS 25 Accounting for Investments ("FRS 25") is to be disclosed as required by the Accounting and Corporate Regulatory Authority in approving the Company's application for the adoption of International Financial Reporting Standards. The differences between IAS 17 and IAS 40 and FRS 25 arise from the accounting treatment of valuation changes in investment properties. Under IAS 40, investment properties are carried at fair value and changes in fair values are recognised directly in the consolidated profit and loss account. This contrasts with FRS 25 where the investment properties are carried at revalued amounts. The net surplus or deficit on revaluation is first taken to revaluation reserve unless the revaluation surplus is insufficient to cover the deficit, in which case, the amount by which the deficit exceeds the available surplus is charged to the consolidated profit and loss account. The surplus on revaluation not utilised at the date of the sale of investment properties is taken to the consolidated profit and loss account. Profit Investment Net Profit attributable to Earnings properties assets before tax shareholders per share US$m US$m US$m US$m USc IFRS Group balancesas at 31 December 2005 51.1 3,629.8 499.6 281.7 84.06 _________Effect of transfer offair value changes to asset revaluationreserve on:- profit before tax - - 2.1 2.1- tax - - - 0.1- minority interests - - - (0.5) ________________________________________ - - 2.1 1.7FRS 25 Group adjustedbalances as at31 December 2005 51.1 3,629.8 501.7 283.4 84.57 ___________________________________________________________ 3 Profit before tax GroupYear ended 31 December 2005 2004 Change US$m US$m %Revenue:- 1st half 543.2 741.1 -27- 2nd half 3,254.5 758.6 329 _______ _______ 3,797.7 1,499.7 153 _______ _______ Profit after tax:- 1st half 162.4 145.9 11- 2nd half 263.4 203.5 29 _______ _______ 425.8 349.4 22 _______ _______ Profit before tax is determined after including:Interest income 15.8 3.0 427Interest expense (29.5) (5.1) 478Depreciation and amortisation of property, plant and equipment and land use rights (88.4) (10.1) 775Fair value changes of plantations 15.2 - 100Fair value changes of investment properties (0.8) (21.3) -96Write-back of provisions for development properties 10.4 1.3 700Impairment of intangible assets (0.8) - -100Impairment of debtors and bad debts written off (85.1) (3.0) nmProvision for loss arising from the distribution of MCL Land shares in specie (12.8) - 100Provision for closure costs (3.6) - 100Profit/(loss) on:- sale of investment properties 1.2 (1.6) nm- sale of subsidiaries - 27.0 -100- sale of repossessed assets (17.1) - 100 Translation loss realised arising from the disposal of investment in subsidiaries - (21.6) -100Negative goodwill on acquisition of investments - 6.0 -100Share of associates' gain on sale of investments - 35.1 -100Share of associates' gain/(loss) on fair value changes of plantations (6.0) 2.4 nm _______ _______nm: not meaningful 4 Tax The provision for income tax is based on the statutory tax rates of the respective countries in which the companies operate after taking into account non-deductible expenses and group tax relief. 5 Dividends Group and CompanyYear ended 31 December 2005 2004 Change US$m US$m %Dividends paid (net of tax):- Final dividend in respect of 2004 of US$0.08 per share, 13.29% (2003: US$0.07, 12.09%) less income tax 21.3 18.8 13- Interim dividend in respect of 2005 of US$0.03 per share, 4.95% (2004: US$0.02, 3.41%) less income tax 8.0 5.4 48- Interim dividend in respect of 2005 distribution in specie 250.6 - 100 _______ _______ 279.9 24.2 nm _______ _______Value of scrip dividends allotted and issued:- Final dividend of previous financial year 14.4 12.3 17- Interim dividend of current financial year 5.2 3.8 37 _______ _______ 19.6 16.1 22 _______ _______ On 23 December 2005, a proposed distribution of 242,824,655 ordinary shares of MCL Land Limited held by the Company to its shareholders by way of a dividend in specie, was approved by the shareholders at the Extraordinary General Meeting of the Company. The distribution, in the proportion of 0.721394388 MCL Land Stock Units for every one ordinary share of S$1.00 in the capital of the Company, was completed on 25 January 2006. The dividend rate was S$1.5509979 per share (155.09979%) less income tax. The Board is recommending a final dividend of USc15.00 per share less tax which, together with the interim dividend but excluding the dividend in specie, will give a total dividend for the year of USc18.00 per share less tax. 6 Earnings per share GroupYear ended 31 December 2005 2004 US$m US$mBasic earnings per share Profit attributable to shareholders 281.7 328.7Weighted average number of ordinary shares in issue (millions) 335.1 330.7Basic earnings per share USc84.06 USc99.40 _______ _______ Profit attributable to shareholders from continuing operations 281.7 330.6Basic earnings per share from continuing operations USc84.06 USc99.97 _______ _______Loss attributable to shareholders from discontinued operations - (1.9)Basic loss per share from discontinued operations - (USc0.57) _______ _______Diluted earnings per share Profit attributable to shareholders 281.7 328.7Weighted average number of ordinary shares in issue (millions) 335.1 330.7Adjustment for assumed conversion of share options (millions) 0.3 0.5 _______ _______Weighted average number of ordinary shares for diluted earnings per share (millions) 335.4 331.2 _______ _______Diluted earnings per share USc83.99 USc99.25 _______ _______Profit attributable to shareholders from continuing operations 281.7 330.6Diluted earnings per share from continuing operations USc83.99 USc99.82 _______ _______Loss attributable to shareholders from discontinued operations - (1.9)Diluted loss per share from discontinued operations - (USc0.57) _______ _______ GroupYear ended 31 December 2005 2004 US$m US$mUnderlying earnings per share Underlying profit attributable to shareholders 298.6 293.8 Basic underlying earnings per share USc89.11 USc88.84 _______ _______Diluted underlying earnings per share USc89.03 USc88.71 _______ _______ A reconciliation of the profit attributable to shareholders and underlyingprofit is as follows: GroupYear ended 31 December 2005 2004 US$m US$m Profit attributable to shareholders 281.7 328.7 Less: Exceptional items _______ _______Negative goodwill on acquisition of shares in a subsidiary - 3.1Negative goodwill on acquisition of shares inan associate - 2.9Profit on sale/closure of Australian and New Zealand operations 3.6 27.2Loss on closure of Thailand operations (5.0) -Provision for loss arising from the distribution of MCL Land shares in specie (12.8) -Fair value changes of plantations (1.9) -Fair value changes of investment properties - (13.6)Impairment of intangible assets (0.8) -Loss on sale of investment properties - (0.6)Translation loss realised arising from the discontinued operations of subsidiaries - (21.6)Share of associates' gain on sale of investments - 35.1Share of associates' gain on fair value changes of plantations - 2.4 _______ _______ (16.9) 34.9 _______ _______Underlying profit attributable to shareholders 298.6 293.8 _______ _______ 7 Segment information Primary reporting format - business segments Astra Motor Property Others Total US$m US$m US$m US$m US$m Year ended 31 December 2005 Revenue 2,711.4 1,056.5 29.8 - 3.797.7 _______________________________________________________Segment results 211.4 31.3 33.4 (22.0) 254.1Financing charges (30.3)Share of associates' and joint ventures' results 266.0 9.5 (0.2) 0.5 275.8 _______Profit before tax 499.6Tax (73.8) _______Profit after tax 425.8 _______Segment assets 5,901.4 347.0 523.4 11.2 6,783.0Interests in associates and joint ventures 1,053.2 61.6 34.0 4.9 1,153.7 __________________________________________________________ 6,954.6 408.6 557.4 16.1 7,936.7 __________________________________________________________Unallocated assets 653.9 _______Total assets 8,590.6 _______Segment liabilities 991.4 113.0 106.7 272.4 1,483.5Unallocated liabilities 3,477.3 _______Total liabilities 4,960.8 Capital expenditure 242.6 21.9 1.6 0.8 266.9Depreciation and amortisation 80.2 7.5 0.4 0.3 88.4Impairment of debtors and bad debts written off 99.0 (2.1) (11.8) - 85.1 __________________________________________________________ Primary reporting format - business segments Astra _________________________________________________________________________________ Financial Heavy Automotive services equipment Agribusiness Others Elimination Total US$m US$m US$m US$m US$m US$m US$mYear ended 31 December 2005 Revenue 1,603.6 321.5 156.5 619.7 28.0 (17.9) 2,711.4 __________________________________________________________________________________Segment results 55.7 24.7 72.7 60.1 2.9 (4.7) 211.4Share of associates' and joint ventures' results 266.0 Segment assets 1,309.4 2,651.7 1,237.2 687.5 97.4 (81.6) 5,901.4Interests in associates and joint ventures 1,053.2 ________ 6,954.6 Segment liabilities 361.4 278.5 354.7 39.2 13.1 (55.5) 991.4 Capital expenditure 56.4 6.9 155.9 20.1 3.3 - 242.6Depreciation and amortisation 32.1 4.3 34.8 6.0 3.0 - 80.2Impairment of debtors and bad debts written off (0.2) 90.5 8.7 - - - 99.0 __________________________________________________________________________________ Primary reporting format - business segments Astra Motor Property Others Total US$m US$m US$m US$m US$m Year ended 31 December 2004 Revenue 1,142.9 356.8 - 1,499.7 _________________________________________Segment results - 39.9 27.6 18.2 85.7Financing charges (5.4)Share of associates' and joint ventures' results 261.9 14.2 10.5 0.2 286.8 _______Profit before tax 367.1Tax (17.7) _______Profit after tax 349.4 _______Segment assets - 314.0 413.6 11.9 739.5Interests in associates and joint ventures 993.0 70.5 20.6 4.5 1,088.6 __________________________________________________ 993.0 384.5 434.2 16.4 1,828.1 __________________________________________Unallocated assets 246.5 _______Total assets 2,074.6 _______Segment liabilities - 92.1 73.1 7.6 172.8Unallocated liabilities 410.1 _______Total liabilities 582.9 _______Capital expenditure - 12.8 0.7 0.4 13.9Depreciation and amortisation - 9.5 0.4 0.2 10.1Write-back in impairment of property, plant and equipment - (0.3) - - (0.3)Impairment of debtors - 3.0 - - 3.0 __________________________________________________ The Group is organised into three main business segments: 1. Astra2. Motor3. Property During the first seven months of 2005, the Group acquired an additional 2.9%interest in Astra which became a 50.11%-owned subsidiary in August 2005. For thepurpose of segment reporting, Astra is further organised into four main businesssegments: 1. Automotive2. Financial services3. Heavy equipment5. Agribusiness Other operations of the Group comprise mainly investment holding activitieswhile the other operations of Astra comprise mainly information technology andinfrastructure. On 25 January 2006, the Group exited the property segment following thedistribution of its 65.6% interest in MCL Land by way of dividend in specie. Inter-segment revenue is not significant. Capital expenditure comprises additions to property, plant and equipment.Unallocated assets and liabilities comprise of other investments, tax assets andliabilities, cash and cash equivalents and borrowings. Secondary reporting format - geographical segments The Group's three business segments operate in four main geographical areas: Singapore is the home country of the Company. The areas of operation areprincipally vehicle distribution and retailing, property development and theother segment of the Group. Indonesia - the areas of operation are mainly vehicle assembly, distribution andretailing, financial services, agribusiness, heavy equipment and othersconsisting mainly of information technology and infrastructure. Malaysia - the areas of operation are mainly vehicle distribution and retailing. Australasia - the Group ceased to operate in Australasia with the disposal ofits remaining business in the geographical area. Revenue is based on the country in which the customer is located. It would notbe materially different if it is based on the country in which the order isreceived. Total assets and capital expenditure are shown by the geographicalarea in which the assets are located. Total Capital Revenue assets expenditure US$m US$m US$mYear ended 31 December 2005Singapore 856.8 834.1 15.9Indonesia 2,711.4 7,554.2 242.6Malaysia 201.5 193.6 7.3Australasia - 3.1 -Others 28.0 5.6 1.1 _______ _______ _______ 3,797.7 8,590.6 266.9 _______ _______ _______Year ended 31 December 2004Singapore 1,154.5 809.4 5.6Indonesia - 1,020.9 -Malaysia 212.2 204.6 6.7Australasia 99.0 22.7 0.4Others 34.0 17.0 1.2 _______ _______ _______ 1,499.7 2,074.6 13.9 _______ _______ _______ 8 Borrowings Group 2005 2004 US$m US$m Long-term borrowings:- secured 581.9 39.8- unsecured 818.0 - _______ _______ 1,399.9 39.8 _______ _______Current borrowings: - secured 472.2 -- unsecured 1,238.7 341.0 _______ _______ 1,710.9 341.0 _______ _______ _______ _______Total borrowings 3,110.8 380.8 _______ _______ Certain subsidiaries of the Group have pledged their assets in order to obtainbank loans and guarantee facilities from financial institutions. The value ofassets pledged/mortgaged was US$1,145.6 million (31 December 2004: US$246.5million). 9 Share capital and share premium Company 2005 2004 US$m US$mShare capital:Balance at 1 January 183.6 180.4Issue of shares under Scrip Dividend Scheme 1.5 2.5Issue of shares under CCL Executives' Shares Option Schemes 0.3 0.7 _______ _______Balance at 31 December 185.4 183.6 _______ _______Share premium:Balance at 1 January 254.9 239.9Issue of shares under Scrip Dividend Scheme 18.1 13.6Issue of shares under CCL Executives' Shares Option Schemes 0.9 1.4Transfer from share option reserve 0.1 - _______ _______Balance at 31 December 274.0 254.9 _______ _______ 10 Fair value and other reserves Group 2005 2004Composition: US$m US$m___________Fair value reserve 1.2 2.7Asset revaluation reserve 336.9 10.3Share option reserve 0.3 0.4Other reserve 3.8 3.8 _______ _______ 342.2 17.2Movements:_________Fair value reserveBalance at 1 January 2.7 3.1Fair value loss of available-for-sale investments, net of tax (1.5) (0.4) _______ _______Balance at 31 December 1.2 2.7 _______ _______ Asset revaluation reserveBalance at 1 January 10.3 6.6Surplus on revaluation of intangible assets 213.6 -Surplus on revaluation of land and buildings 115.9 4.7Realised on disposal of land and buildings (2.9) (1.0) _______ _______Balance at 31 December 336.9 10.3 _______ _______ Share option reserveBalance at 1 January 0.4 -Fair value of share option granted during the year - 0.4Transfer to share premium for options exercised (0.1) - _______ _______Balance at 31 December 0.3 0.4 _______ _______ Other reserveBalance at 1 January 3.8 3.8 _______ _______Balance at 31 December 3.8 3.8 11 Revenue reserve Group 2005 2004 US$m US$mComposition:___________Translation reserve (63.1) (13.8)Retained earnings 840.7 827.4 _______ _______ 777.6 813.6 _______ _______Movements:_________Translation reserveBalance at 1 January as previously reported (13.8) 21.8Effect of change in accounting policy - (0.6) _______ _______Balance at 1 January restated (13.8) 21.2Translation adjustments (49.3) (51.3)Reserve realised on:- discontinued operations of subsidiaries - 21.6- disposal of subsidiaries - (4.1)- disposal of associates - (1.2)- repayment of equity loans - - _______ _______Balance at 31 December (63.1) (13.8) _______ _______Retained earningsBalance at 1 January as previously reported 827.4 537.3Effect of change in accounting policy - (25.3) _______ _______Balance at 1 January as restated 827.4 512.0Effect of IFRS 3 - 14.1Share of associate's effect of adopting IFRS 3 - 0.9 _______ _______ 827.4 527.0Asset revaluation reserve realised on disposal of land and buildings 2.9 1.0Actuarial gains on defined benefit pension plans 8.8 -Loss on dilution of interest in investments (0.2) (5.1)Profit attributable to shareholders 281.7 328.7Dividends (279.9) (24.2) _______ _______Balance at 31 December 840.7 827.4 _______ _______ 12 Minority interests Group 2005 2004 US$m US$m Balance at 1 January- as previously reported 222.4 229.7- effect of change in accounting policy - (13.5) _______ _______- as restated 222.4 216.2 _______ _______Surplus on revaluation of land and buildings (0.1) 0.1Fair value loss of available-for-sale investments, net of tax (2.7) (0.3)Actuarial gains on defined benefit pension plans 16.3 -Loss on dilution of interest in investments - 0.1Translation difference 11.2 6.7 _______ _______Net gain/(loss) recognised directly in equity 24.7 6.6Profit for the year 144.1 20.7 _______ _______Total recognised gain for the year 168.8 27.3Dividends (net) (66.7) (7.1)Issue of shares - 0.4Acquisition/disposal of subsidiaries 1,726.1 (14.4) _______ _______Balance at 31 December 2,050.6 222.4 _______ _______ 13 Cash flows from operating activities Group 2005 2004 US$m US$m Profit before tax 499.6 367.1Adjustments for: _______ _______Interest income (15.8) (3.0)Financing charges 30.3 5.4Share of associates' and joint ventures' results (275.8) (286.8)Depreciation, amortisation and impairment of property, plant and equipment and land use rights 88.4 9.8Impairment of intangible assets 0.8 -Impairment of other investments 0.2 -Revaluation deficit of property, plant and equipment 1.8 0.3Foreign exchange translation difference (8.9) 22.8Profit on sale of property, plant and equipment (2.9) (2.8)Loss on sale of land use rights 2.6 -Loss on sale of plantations 0.2 -Write-down of stocks 2.0 -Impairment of debtors and bad debts written off 85.1 3.0Changes in provisions 32.4 -Profit on disposal of subsidiaries - (27.0)Fair value changes of investment properties 0.8 21.3Fair value changes of plantations (15.2) -Write-back in provision for foreseeable losses (4.7) (1.3)(Profit)/ loss on sale of investment properties (1.2) 1.6Loss/ (profit) on sale of associates 0.1 (0.9)Goodwill on acquisition of investments - (3.1)Share options granted to employees and directors - 0.4 _______ _______ (79.8) (260.3) _______ _______Operating profit before working capital changes 419.8 106.8 Changes in working capital: _______ _______Development properties for sale (128.5) 153.1Stocks (93.3) (1.4)Financing debtors (234.5) -Debtors 67.4 (26.6)Creditors (37.4) (89.0)Pensions 17.3 -Financial derivatives 0.6 - _______ _______ (408.4) 36.1 _______ _______Cash flows from operations 11.4 142.9 _______ _______ 14 Discontinued operations and non-current assets held for sale In 2004 and 2005, the Group disposed of its investment properties in Singaporeand Malaysia and its motor operations in New Zealand as part of its strategy ofexiting non-core activities to focus on its core automotive interests inSoutheast Asia. GroupYear ended 31 December 2004 US$m Operating profit of discontinued operations:Revenue 94.4Operating expenses (82.3) _______Operating profit 12.1Financing charges (0.6) _______Profit before tax 11.5Tax (3.2) _______Profit after tax 8.3 Profit on disposal of discontinued operations:Sale of New Zealand operations 26.3Sale of an investment property 0.2 Write-down in value of investment properties held for sale to fair value less costs to sell (20.2) Translation loss realised on disposal of investment in subsidiaries (21.6) _______Total loss from discontinued operations (7.0) _______ Cashflow of discontinued operations:Operating cash flows 3.2Investment cash flows 131.0Financing cash flows (12.2) _______Total cash inflows 122.0 _______ The major assets and liabilities of the segment were as follows: 2004 US$m Property, plant and equipment 0.1Investment property 40.7 _______Total assets 40.8 _______Creditors 0.9Current tax liability 0.3 _______Total liabilities 1.2 _______Net assets 39.6 _______ 15 Interested person transactions Aggregate value of all interested person Aggregate value of all transactions interested person (excluding transactions transactions less than conducted under S$100,000 and shareholders' transactions mandate pursuant to conducted under Rule 920 (excluding shareholders' transactions less thanName of interested person mandate pursuant S$100,000) to Rule 920) _____________________ _____________________ US$m US$mThree months ended 31 December 2005 Jardine Matheson Limited- management consultancy services - 0.6 Twelve months ended 31 December 2005 Jardine Matheson Limited- management consultancy services - 1.9 16 Issue of shares The number of shares that may be issued on conversion of all outstanding options granted pursuant to the CCL Executives' Share Option Schemes amounted to 466,000 as at 31 December 2005 (31 December 2004: 945,000). Between 1 October 2005 and 31 December 2005, 21,500 ordinary shares were issued for cash to executives who exercised the options granted under the CCL Executives' Share Option Schemes to subscribe for shares of S$1.00 each in the capital of the Company at the exercise prices of S$2.467 and S$2.927 per share. Except for those mentioned above, there were no other rights, bonus or equity issues during the period between 1 October 2005 and 31 December 2005. 17 Closure of books NOTICE IS HEREBY GIVEN that the Transfer Books and the Register of Members will be closed on Thursday, 22 June 2006 for the purpose of determining shareholders' entitlement to the final dividend. Duly completed transfers received by Jardine Cycle & Carriage Limited's Share Registrar, M & C Services Private Limited at 138 Robinson Road #17-00, The Corporate Office, Singapore 068906 up to 5.00 p.m. on Wednesday, 21 June 2006 ("Books Closure Date") will be registered before entitlements to the final dividend are determined. Shareholders whose securities accounts with The Central Depository (Pte) Limited ("CDP") are credited with shares as at the Books Closure Date will be entitled to the final dividend. The final dividend will be paid on or about 10 August 2006. As in the previous years, shareholders will continue to have the option to receive the dividend in scrip. Shareholders who do not elect for the scrip alternative will have the option to receive the dividend in Singapore dollars. In the absence of any election, the dividend will be paid in US dollars. Details on these electives will be furnished to shareholders in due course. 18 Others The results do not include any pre-acquisition profits and have not been affected by any item, transaction or event of a material or unusual nature other than the exceptional items set out in note 6 of this report. No significant transaction or event has occurred between 1 January 2006 and the date of this report except that: (a) On 24 January 2006, the Company sold a majority of its interest in Cycle & Carriage (Thailand) Co.,Ltd and Cycle & Carriage Mitsu (Thailand) Co., Ltd in line with the Group's strategy of rationalising its loss-making businesses. (b) On 25 January 2006, the Company distributed its 65.6% interest in MCL Land Limited by way of dividend in specie. 19 Notice pursuant to Rule 704(11) of the Listing Manual Pursuant to Rule 704(11) of the SGX-ST Listing Manual, Jardine Cycle & Carriage Limited wishes to announce that no person occupying a managerial position in the Company or any of its principal subsidiaries is a relative of a director or chief executive officer or substantial shareholder of the Company. - end - For further information, please contact:Jardine Cycle & Carriage LimitedHo Yeng Tat Tel: 65 64708108 The full text of the Financial Statements and Dividend Announcement for the yearended 31 December 2005 can be accessed through the internet at 'www.jcclgroup.com'. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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