Preliminary Results Statement 2013

Preliminary Results Statement

Year Ended 31 July 2013

Results Summary

* Before amortisation of non-ERP intangible assets and exceptional items

** Profit after interest and tax before exceptional items

*** Before amortisation of non-ERP intangible assets, net of related deferred tax (2013: €3.8m, 2012: €4.1m) and exceptional items, net of tax (2013: €4.7m credit, 2012: €15.5m charge).

Financial and Operating Highlights

· 15.4 per cent increase in adjusted diluted earnings per share to 52.11 cent

· Agri-Services operating profit in line with last year reflecting a very strong final quarter countering the impact of lower on-farm activity earlier in the year

· Agri-Services business transformation establishing a fully integrated and scalable on-farm services capability now substantially progressed

· Excellent performance from Associates and Joint Ventures underpinned by favourable output price momentum in marine protein markets

· Continued strong cash generation with net debt reduction of €38.2m to €29.6m (net debt to EBITDA of 0.38 times)

· 15 per cent increase in proposed annual dividend to 17.25 cent per ordinary share

· Proposal to return up to €100m of capital to shareholders by way of Tender Offer for Origin shares, following the disposal of our Marine Proteins joint venture interest.

 Origin Enterprises plc

Chief Executive Officer's comment:

Commenting on the announcement of the 2013 results, Origin Chief Executive Officer, Tom O'Mahony said:

"Origin has delivered an excellent performance in 2013 recording a 15.4 per cent increase in adjusted diluted earnings per share combined with continued strong cash generation.

Primary producers experienced unprecedented challenges in the year as delayed crop plantings due to unseasonable weather patterns made for an extremely difficult planning environment. The performance of Agri-Services was particularly robust against this backdrop and reflects the Group's strength in technically based agronomic application together with the breadth of service offering and product portfolios available to customers.

The sale of the Group's 50 per cent interest in its Marine Proteins and Oils joint venture, Welcon Invest AS, underscores our strategic focus on Agri-Services while also providing the opportunity to crystallise value for shareholders. As a direct result of this disposal Origin is today announcing a proposal to return up to €100m of capital to shareholders by way of a Tender Offer.

Through committed investment in infrastructure, new capability and business transformation processes the Group has the benefit of a scalable Agri-Services platform which is uniquely positioned to capitalise on the provision of innovation and technology transfer for the sustainable development of primary crop enterprises.

Origin retains a strong capacity to fund new market opportunities and we remain confident of delivering further growth in Agri Services in 2014."

ENDS

The Preliminary Results Statement is available on the company website www.originenterprises.com. There will be a live conference call at 8.30am (GMT) today. To listen to this conference call, please dial the number below. Participants are requested to dial in 5 to 10 minutes prior to the scheduled start time.

Confirmation Code: 1625078

Participant access number:

Dublin: Tel: +353 (0)1 246 5601

UK/International: Tel: +44 (0)20 3427 1916

Switzerland: Tel: +41 (0)22 567 5432

Replay:

A replay of this call will be available for seven days.

Replay Access Code: 1625078

Replay Access Numbers:

Dublin: Tel: +353 (0)1 486 0902

UK/International: Tel: +44 (0)20 3427 0598

Switzerland: Tel: +41 (0)22 592 7553

Enquiries:

Origin Enterprises plc

Brendan Fitzgerald

Chief Financial Officer Tel: +353 (0)1 612 1259

Goodbody Corporate Finance (ESM Adviser)

Kevin Keating Tel: +353 1 667 0420

Davy (Nominated Adviser)

Ivan Murphy Tel: +353 1 679 6363

Murray Consultants

Joe Murray Tel: +353 (0) 1 498 0300

Tel: +353 (0) 86 253 4950

Preliminary Results Statement

Financial Review - Summary

Origin Enterprises plc ('Origin' or 'the Group'), announces a 15.4 per cent increase in adjusted diluted earnings per share* for the year ending 31 July 2013 to 52.11 cent. On a like-for-like basis (excluding the impact of currency movements) the underlying increase in adjusted diluted earnings per share was 14.1 per cent.

Revenue

Revenue from Agri-Services was €1,418.2 million compared to €1,340.0 million in the previous year, an increase of 5.8 per cent. On a like-for-like basis (excluding the impact of currency movements) Agri-Services revenues increased by €60.8 million (4.5 per cent) principally reflecting higher nutrition and grain marketing volumes in Poland offset by lower crop protection sales in the UK.

Operating profit**

Operating profit** from Agri-Services amounted to €68.9 million compared to €69.2 million in the previous year. Excluding the impact of currency, operating profit ** from Agri-Services decreased by €1.0 million (1.5 per cent) on a like-for-like basis. Agri-Services delivered a good result despite challenging trading conditions resulting from adverse weather conditions, especially in the UK.

The Group's earnings profile is significantly weighted towards the second half of the year and in the current year, most notably in Quarter 4.

Associates and joint ventures

Origin's share of the profit after interest and taxation (excluding exceptional items) from associates and joint ventures increased by €8.7 million (66.4 per cent) to €21.8 million. The increase is principally attributable to an increased share of profit from our 50 per cent interest in Welcon, our 32 per cent interest in Valeo and our 50 per cent interest in R&H Hall, reflecting a favourable output price environment and the benefits of improved integration and scale.

Finance costs and net debt

Net finance costs amounted to €6.1 million, a decrease of €0.5 million (6.8 per cent) on the prior year reflecting the cash generative nature of the business and reduced interest costs on Group borrowings. Average net debt amounted to €207 million compared to €214 million last year.

Net debt at 31 July 2013 was €29.6 million compared with €67.8 million at the end of the previous year, the reduction of €38.2 million a clear reflection of the cash generative nature of the business.

Working capital

Investment in working capital remains a key area of focus for the Group given the funding costs and the related risks in the current environment. The year end represents the low point in the working capital cycle for the Group reflecting the seasonality of the business.

Adjusted diluted earnings per share ('EPS')*

EPS* amounted to 52.11 cent per share, an increase of 15.4 per cent from 2012. The 15.4 per cent increase is driven by underlying growth (14.1 per cent) and currency (1.3 per cent). 

Exceptional items

An exceptional gain amounting to €4.7 million, net of tax credit, arose in the year principally relating to a profit arising on the disposal of our 50 per cent interest in Welcon (€20.6 million), a write down in the carrying value of investment properties, net of tax, of €3.8 million, impairment of property, plant and equipment no longer in use in the business of €8.6m and rationalisation costs arising from a restructuring of Agri-Services in the UK (€3.8 million).

Dividend

The Board is recommending an increase in the dividend per ordinary share of 15 per cent in line with the growth in earnings to 17.25 cent per ordinary share. This represents a payout ratio of 33 per cent. Subject to shareholder approval at the Annual General Meeting, the dividend will be paid on 2 December 2013 to shareholders on the register on 20 November 2013.

Annual General Meeting (AGM)

The AGM will be held on Monday 18 November 2013 at 10.30am in the Westbury Hotel, Grafton Street, Dublin 2.

*Before amortisation of non-ERP intangible assets, net of related deferred tax (2013: €3.8m, 2012: €4.1m) and exceptional items, net of tax (2013: €4.7m credit, 2012: €15.5m charge).

**Operating profit and group operating profit are stated before amortisation of non-ERP intangible assets and exceptional items.

Review of Operations

Agri-Services

Agri-Services comprises integrated on-farm agronomy services and business-to-business agri inputs (fertiliser, feed ingredients and amenity). These businesses provide customised solutions that address the efficiency, quality and output requirements of primary food producers in Ireland, the UK and Poland.

Revenue increased by 5.8 per cent to €1,418.2 million with volume growth in business-to-business agri-inputs offsetting lower volumes in on-farm agronomy services. Operating profit* decreased by 0.5 per cent to €68.9 million or 1.5 per cent on a like-for-like basis (excluding the impact of currency).

Integrated On-Farm Agronomy

United Kingdom

Agrii delivered a robust performance in the year, with a particularly strong final quarter, as unseasonably wet autumn and cold spring weather conditions significantly curtailed in-field operations and early season crop development, leading to lower year-on-year service revenues. Farm management plans were significantly impacted during the key autumn planting season with winter wheat and oil seed rape areas reduced on a national basis by approximately 20 per cent and 5 per cent respectively. Conversely the spring season saw significant catch up activity with large increases in spring barley and spring oil seed rape plantings.

A combination of highly responsive agronomy advice packages and an extensive technology and product portfolio formed the essential supports underpinning the performance of late sown crops in a highly condensed season. Seed recorded good growth in the period and continues to gain strategic importance through integrated offers that promote a proactive approach to early stage varietal management and the reduction of agronomic risk.

The core elements of Agrii's business transformation and change management programme were substantially progressed during the year. These processes support the establishment of improved structures and practices along with the introduction of new capability to foster the cultural alignment of the agronomy teams and the implementation of an integrated approach to customer management. Agrii now operates under a simplified and decentralised organisation with strong regional and local leadership capabilities supported by a comprehensive technical and commercial infrastructure. Key milestones achieved during the year, relating to technical, commercial, human resources and operations positively supported performance in the period. The implementation of Agrii's new enterprise resource planning system was also completed during the year.

The business, in conjunction with its banking partners, launched Agrii Finance to support primary producer cash flow with competitive and flexible customer financing on all agronomy inputs. This initiative builds on the strength of the relationship that exists between farming and agronomy and emphasises Agrii's 'Agronomy Plus' approach.

Infrastructure investment enhancing Agrii's precision agronomy services, to aid growers and agronomists make more informed technical, business and agronomy decisions gained momentum during the year. This investment supports the integration of modern electronic decision support capability within the overall agronomy offer to incorporate soil scanning, whole field sampling and nutrient recommendations, targeted input application, disease monitoring and performance analysis.

The design of production systems to meet growers' requirements for the management of enterprise risk, crop yield and quality actively places agri-intelligence at the heart of Agrii's business proposition. Connecting high visibility science and research application with agronomy, farm inputs, farming systems and economics, ensures early access to the latest crop technologies to drive innovative product strategies in combination with the development of best practice crop establishment techniques. Investment of €25m over the next three years, will underpin the expansion of Agrii's crop science, applied agronomic research, and technical translation capability. Newly commissioned seed capacity will also provide opportunity for the business as technology transfer of seed becomes more strategic.

Poland

Dalgety delivered an excellent result for the year recording higher profits across all input and service portfolios. Performance was driven principally by growth in sales of high specification input and advice packages together with the continued expansion of Dalgety's direct farm grain procurement and marketing capability which services key animal feed and human consumption markets both domestically and internationally. On-farm activity was robust in the period, supported by excellent soil and crop conditions throughout the year.

Dalgety made good progress in extending its market position within the larger scale and intensive farming sector through a variety of new offers promoting integrated and exclusive input technologies. The business is also successfully building its branded presence through the local independent farm input distribution sector with a total retail service offer dedicated to smaller scale farm units.

Business-to-business Agri Inputs - Ireland and the UK

Business-to-Business agri-inputs delivered a good performance in the period with operating profit marginally ahead of last year supported by higher fertiliser and feed volumes.

Increased fertiliser consumption largely reflected the requirement to accelerate grass production to produce cost effective animal feed following the depletion of fodder stocks caused by the extreme weather conditions which prevailed for much of the grass growing season. The integration of Carrs Fertilisers, completed during the 2012 financial year, positively contributed to the performance of the enlarged fertiliser business in the period, principally reflecting the benefits of product and channel harmonisation together with improved customer order fulfilment.

Primary producers are again focusing on the strategic importance of balanced nutrition planning to restore soil health and optimise crop productivity following steadily diminishing soil fertility over many years. Bespoke nutritional packages were developed in the year for arable and grassland enterprises to support primary producers' requirement for higher yielding and cost effective output. The Group's nutrition offering also continues to be enhanced with technologies that facilitate the effective delivery of essential trace elements to animals and arable crops through prescription fertiliser applications.

The Group's amenity business which delivers advice and input solutions to the professional sports turf, landscaping and amenity sectors performed satisfactorily against the backdrop of lower demand associated with unseasonable weather in the earlier part of the year. The integration of Rigby Taylor facilitated the successful realignment of the wider amenity organisation to improve customer and channel focus while building sustainable efficiencies and positioning the business for future growth.

In conjunction with the rebranding of the Rigby Taylor identity, the business introduced new and innovative offers ranging from advanced sports turf fertilisers for nutrient application accuracy to high performing grass seed mixtures. The business also launched TurfKeeper™, an online application for the sports turf industry, dedicated to professionals, providing integrated functionality to manage, track and maximise resources.

Feed Ingredients delivered an improved performance in the year. Sales volumes were higher year on year reflecting increased demand from primary producers as unseasonable weather required the housing of animals during normal summer grazing months as wet conditions limited grass growth.

Logistics and supply chain planning were notable challenges for the business following the dislocation of global feed ingredient supply due to the extreme weather events in 2012. This led to a combination of heightened competitive intensity and pronounced price volatility in the period. The more recent period of favourable weather has provided very welcome support to primary producers, as excellent grass growing conditions have helped to replenish conserved fodder stocks for the key winter period.

Associates and joint ventures

Welcon Invest AS ('Welcon')

Welcon, the Group's Marine Proteins and Oils joint venture delivered a very strong performance during the year recording higher profits and margins. Demand conditions remained favourable across all feed sectors in the period, with firm selling prices, reflecting lower global production and limited unsold quantities of fishmeal and fish oil, positively supporting the overall result.

On 4 July 2013, the Group announced that it had reached conditional agreement to dispose of its 50 per cent interest in Welcon, to its joint venture partner, Austevoll Seafoods ASA for a cash consideration of NOK 740 million. As the transaction was unconditional by 26 July 2013 the disposal is accounted for in the results for the year.

The disposal was completed on 12 August 2013 and cash proceeds of €94 million were received.

Valeo Foods Group Limited ('Valeo')

Valeo, in which Origin has a 32 per cent shareholding, is a leading consumer foods company with a portfolio of some of Ireland's most iconic food brands.

Valeo performed in line with expectations in what continues to be a highly challenging and competitive environment for the Irish grocery sector. Consumersare resolutely focused on value and there is an increasing emphasis on offer buying and migration to private label. Within this context the business has performed satisfactorily, building on market share positions across key categories during the period.

The focus for the business is to create and resource a best in class commercial structure, building joint business plans with customers, while investing in growing brands through renovation and innovation. The business is committed to driving innovation and is currently delivering significant initiatives across its brand portfolio that are both category firsts and category additive.

Valeo will continue to focus on generating operational efficiencies which release funding to invest in innovation as the key driver of its growth.

Continental Farmers Group Plc ('Continental')

Continental is a diversified agricultural producer of value added crops with large scale farming operations in Western Ukraine and Northern Poland.

In March 2013 it was announced that Continental had reached agreement with United Farmers Holding Company ('UFHC'), a Saudi based consortium, on the terms of a cash acquisition of a 100 per cent interest in Continental by UFHC and the acquisition was approved by the shareholders of Continental in June 2013. Under the terms of the transaction Origin received €16.3m for its 24.2 per cent shareholding in the period.

Tender Offer

The Board is proposing to effect a return of up to €100 million of capital to shareholders by means of a tender offer (the "Tender Offer").

Background to and reasons for the proposed Tender Offer

Since the IPO of Origin in 2007 the Group has been streamlining its operations to focus on building an integrated, intelligence led and sustainable agricultural services business that is at the heart of influencing on-farm decision making. The disposal of our 50 per cent interest in Welcon is another significant step in the process of prioritising the development of the Group's agri-services platform. The Group is now a leading provider of value added services, technologies and strategic inputs that facilitate the delivery of sustainable and profitable food production solutions for primary producers.

Following the disposal of the Welcon interest, the Board reviewed a number of factors including:

· the cash generative nature of the Group's operations: - since the IPO in 2007 the cumulative profits after tax of the Group (€360m) have been converted to cash;

· the Group's ongoing earnings and cash flow generation;

· the Group's optimal capital structure;

· the profile of the immediate acquisition and investment opportunities; and

· the relatively low debt of the Group at 31 July 2013.

The Board concluded that the return of €100 million of capital by way of the Tender Offer is in the best interests of the Group and Shareholders as a whole, as it provides Shareholders with both choice (that is, the discretion to participate in the Tender Offer) and certainty of value by providing qualifying shareholders who wish to sell their Ordinary Shares with an opportunity to do so at a fixed price. The Tender Offer is expected to have a positive effect on both the Company's earnings per share and dividend per share measures. Qualifying shareholders who do not wish to participate in the Tender Offer can retain their full existing investment in the Company. As the Group continues to be modestly geared and cash generative, the Board will keep other opportunities to return value to shareholders under consideration.

Benefits of the Tender Offer

The benefits of the Tender Offer, as compared with other available options for a return of capital to shareholders, include:

· the Tender Offer provides qualifying shareholders who wish to sell their ordinary shares the opportunity to do so;

· Qualifying shareholders who do not wish to receive capital at this time can maintain their full investment in the Company;

· the Tender Offer is available to all qualifying shareholders regardless of the size of their shareholdings;

· Qualifying shareholders who tender their shares will receive their full entitlement to the final dividend proposed to be declared at the AGM on any ordinary shares tendered.

· Qualifying shareholders have the equal opportunity to sell part of their respective shareholdings and to receive their respective share of the capital which the Company is seeking to return - their Guaranteed Entitlement;

· Qualifying shareholders may also be able to participate in excess of their Guaranteed Entitlement, potentially up to their maximum shareholding in the Company, to the extent that other qualifying shareholders do not wish to participate in the Tender Offer in respect of their individual Guaranteed Entitlements; and

· the Tender Offer is expected to have a sustainable positive impact on the Company's earnings per share and dividend per share as all shares acquired under the Tender Offer will be cancelled.

Shareholder Approval

The Tender Offer will be subject to approval by Origin's shareholders at an Extraordinary General Meeting ("EGM") to be held on 18 November 2013. A notice of EGM together with additional explanatory documentation setting out further details with regard to the structure of, the terms and conditions of and instructions on how to participate in the Tender Offer will be sent to shareholders by 18 October 2013.

Outlook

The Group has made good progress in building an integrated, intelligence led and sustainable agricultural services business that is at the heart of influencing on-farm decision making. The disposal of our 50 per cent interest in Welcon increases the focus on Agri-Services with profits from Associates and Joint Ventures now expected to account for just over 12 per cent of profits going forward.

The dilutive impact of the Welcon disposal in 2014 will be offset by growth in Agri-Services and the impact from the proposed tender offer. Overall we expect adjusted diluted earnings per share for 2014 to be broadly in line with the current financial year.

ENDS

About Origin Enterprises plc

Origin Enterprises plc is a focused Agri-Services group providing on-farm advice and the supply of agri-inputs. The Group also has an investment in consumer foods. The Agri-Services business through its manufacturing and distribution operations in Ireland, the United Kingdom and Poland has leading market positions in the supply of specialist agronomy services, crop nutrition and feed ingredients. The Group is listed on the ESM and AIM markets of the Irish and London Stock Exchanges.

ESM ticker symbol: OIZ

AIM ticker symbol: OGN

Origin Enterprises plc

Consolidated income statement

Year ended 31 July 2013

Origin Enterprises plc

Consolidated statement of profit or loss and other comprehensive income

Year ended 31 July 2013

Origin Enterprises plc

Consolidated statement of financial position

As at 31 July 2013

Origin Enterprises plc

Consolidated statement of financial position (continued)

As at 31 July 2013

Origin Enterprises plc

Consolidated statement of changes in equity

Year ended 31 July 2013

Origin Enterprises plc

Consolidated statement of cash flows

Year ended 31 July 2013

Origin Enterprises plc

Consolidated statement of cash flows (continued)

Year ended 31 July 2013

Origin Enterprises plc

Notes to the preliminary results statement

for the year ended 31 July 2013

1 Basis of preparation

The financial information included on pages 14 to 34 of this preliminary results statement has been extracted from the Group financial statements for the year ended 31 July 2013 on which the auditor has issued an unqualified audit opinion.

The financial information has been prepared in accordance with the accounting policies set out in the Group's consolidated financial statements for the year ended 31 July 2013 which were prepared in accordance with International Financial Reporting Standards as adopted by the EU.

The consolidated financial information is presented in euro, rounded to the nearest thousand which is the functional currency of the parent and majority of the Group's operations.

2 Segment information

IFRS 8, 'Operating Segments' requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Chief Operating Decision Maker (CODM) in order to allocate resources to the segments and to assess their performance. Two operating segments have been identified; Agri-Services and Associates and joint ventures.

Origin's Agri-Services segment comprises integrated agronomy services and agri-inputs. The Associates and joint ventures operating segment is comprised of our existing investments in Valeo, John Thompson & Son Limited and R&H Hall. The segment results and revenue from the Associates and joint ventures operating segment also included our investments in Continental Farmers plc and Welcon prior to their disposal in June and July 2013, respectively.

Information regarding the results of each reportable segment is included below. Performance is measured based on segment operating profit as included in the internal management reports that are reviewed by the Group's CODM, being the Origin Board of Directors. Segment operating profit is used to measure performance, as this information is the most relevant in evaluating the results of the Group's segments. Segment results include all items directly attributable to a segment.

Origin Enterprises plc

Notes to the preliminary results statement (continued)

for the year ended 31 July 2013

2 Segment information (continued)

(i) Segment revenue and results

Origin Enterprises plc

Notes to the preliminary results statement (continued)

for the year ended 31 July 2013

2 Segment information (continued)

(ii) Segment earnings before financing costs and tax is reconciled to reported profit before tax and profit after tax as follows:

Origin Enterprises plc

Notes to the preliminary results statement (continued)

for the year ended 31 July 2013

3 Exceptional items

Exceptional items are those that, in management's judgement, should be separately presented and disclosed by virtue of their nature or amount. Such items are included within the Consolidated Income Statement caption to which they relate. The following exceptional items arose during the year;