15th Jun 2012 07:00
ENSOR HOLDINGS PLC Preliminary unaudited results for the year ended 31 March 2012
CHAIRMAN'S STATEMENT
* Operating profit: up 68% to £1,288,000 * Earnings per share: up 107% to 3.1p per share * Final dividend: up 50% to 0.525p per share The progress we made in recent years has continued this year and therefore I ampleased to report that, from continuing operations, the Group has recorded fullyear operating profits of £1,288,000. This is an increase on last year of 68%(2011: £766,000) and is a tribute to the hard work of all our managers andstaff operating in difficult and uncertain market conditions.Individually our operating businesses are performing well. In particular,margins have been improved at our door and security product companies althoughthere is a general feeling that confidence in our markets may be weakening. Ourpackaging and specialist building materials activities remain steady and havebeen assisted by good sourcing of new products through our China office.During the second half of the year we announced our acquisition of TechnocoverLimited. The company manufactures and installs physical security products usedfor the protection of Critical National Infrastructure assets operated by UKand European Utility Companies, including water, energy and communications. Itis integrating well into the Group and has made an immediate contribution toour results since the acquisition in January, which I am confident willcontinue.At about the same time, we sold our marginally profitable business in Scotland,Lowland Ensor Doors. The sale realised a profit against the balance sheetvalue. Since the year end we have also agreed to sell CMS Tools Limited to amanagement buyout team. This business, supplying tools to the roofing industryhas particularly suffered during the economic downturn and has been slow toemerge from recession. Our balance sheet carried a substantial goodwill assetfor CMS and the proposed sale has resulted in a write down and charge to theincome statement for the year to 31 March 2012, in anticipation of the sale.
These changes give our specialist building materials businesses a security focus which, together with our packaging activities, we believe, provide a good basis for future growth.
The Group cash flows have been excellent again this year with net cash of £569,000 being generated by our established operations. Against this we haveconsolidated Technocover borrowings of £1,750,000 and injected cash into thecompany of £1,500,000. These new borrowings, which are comfortably within ouragreed facilities, represented gearing of 34% at the year end.
Our pension liabilities have remained largely unchanged, although slightly increased. Recognising the volatile nature of these liabilities, we have initiated an enhanced transfer value programme which is intended to reduce the risk to our balance sheet.
Our land assets continue to be managed to maximise their value. The process towards obtaining residential planning permission for our Brackley site is ongoing and timescales for a conclusion are running out due to new planning regulations delaying progress.
The new financial year has started satisfactorily. We are however cautiousabout the impact of the financial crisis in Europe although, as we are netimporters, the strength of sterling is to our advantage. Weakening confidencein our markets is also of concern. However, we are ready to react if change isrequired.In line with our determination to grow dividends, I am pleased to advise thatthe Board is proposing a final dividend of 0.525p per share. This is a 50%increase against last year (2011: 0.350p) and makes a total dividend of 0.80pper share for the year ended 31 March 2012. The final dividend will be payableon 10 August 2012, to shareholders registered on 29 June 2012.
I would finally like to say thank you to all our staff for their sustained efforts. My thanks also to our shareholders, customers and suppliers for their continuing support.
K A Harrison TDChairmanBUSINESS REVIEWOperating results
Ensor's activities are focussed on the UK construction market, which has remained difficult as restricted public spending and a general lack of confidence served to hinder investment in both capital and refurbishment projects.
Nevertheless, on a like-for-like basis, excluding discontinued and acquired businesses, the Group results showed further improvement in 2011/12, across all segments.
Sales increased by 3% despite a noticeable dip at the beginning of the year,due to the extended Easter and Royal Wedding breaks. Otherwise, sales remainedreliable throughout the period.
Gross profit margins were increased, from 22.5% to 25.5%, through continued emphasis on cost control and sales of higher-margin products; and through relatively favourable average exchange rates.
The combination of higher sales and margins enabled the Group's established and continuing businesses to post a £390,000 increase in gross profit.
Administrative expenses increased by less than 4%, meaning that continuing businesses returned an operating profit of £1,099,000, compared with £766,000 for last year.
The acquisition of Technocover Limited, in January 2012, was the most significant single event during the period under review, and represents a substantial uplift in the level of the Group's activities. It amplifies the focus of our Building Products activities towards security and access products.
The business was acquired having undergone significant restructuring - bothfinancial and operational - but still in need of financial support. Ourinjection of £1.5m between acquisition and the current year end - £1m by way ofequity post-acquisition to rebuild the balance sheet, and £0.5m by way of ashort term loan - is expected to provide the business with the liquidity whichit needs to progress.
Nevertheless, sales of £2,850,000 and operating profits of £189,000, were consolidated in respect of the post-acquisition period.
We anticipate that the benefits of financial security and senior management appointments, will enable the business to operate more effectively and efficiently during 2012/13, when the Group will consolidate a full year's trading results.
Group operating profit of £1,288,000 was 68% higher than last year's - 43% being attributable to continuing businesses, and 25% to acquisition.
Financial expenses
Financial expenses comprise borrowing costs and an actuarial calculationreflecting the net cost of financing the deficit in the Group's defined-benefitpension scheme. The increase in financial expenses, from £125,000 to £165,000,reflects an increase in the pension-related cost, principally due to areassessment of expected returns on pension fund investments between March 2010and March 2011.
The cost of financing Group borrowings remained level, year on year, at £ 69,000, primarily as a result of the borrowings associated with the Technocover acquisition countering the benefit of strong cash generation and previously-eliminated borrowings.
Loss on disposal of CMS
The anticipated disposal of CMS has resulted in it being treated as a discontinued activity and a charge to the income statement of £842,000, details of which can be found below.
Cash flow and financial position
Having achieved a debt-free position at the 2011 year end, the Group continued to strengthen that position through 2011/12, enabling us to comfortably accommodate the acquisition of Technocover Limited towards the end of the year.
Adjusting for the cash flows associated with the acquired business, the continuing businesses generated net cash of £569,000.
Secured only on the assets of Technocover, the acquisition involved the consolidation of a £1.75m bank loan and a £775,000 invoice discounting facility. The invoice discounting facility was repaid on acquisition.
Technocover's post-acquisition cash outflows of £890,000, reflect the exceptional degree to which creditors had been extended over the pre-acquisition period, and were broadly anticipated.
Consolidated group borrowings stood at £2,713,000 at the year end, representing gearing of 34%.
Goodwill and other intangibles of £1,697,000 arising on the acquisition ofTechnocover, reflects an expectation of payment of consideration of £1m in 2015which, in turn, is dependent upon the business generating profits at a levelwhich would comfortably justify the carrying value of goodwill.
The Group balance sheet has been increased throughout by the consolidation of Technocover's balances. In other respects, there are few changes worthy of note.
The Brackley property which had been shown as a current asset at £542,000, hasbeen returned to fixed assets. We still expect to dispose of that propertyprofitably but, in the absence of an imminent sale due to the planning process,accounting convention dictates this treatment.Although the pension scheme deficit changed little over the year, thematerially adverse effect of a deterioration in bond yields was mitigated byother actuarial factors, including the adoption of consumer price index (CPI)and revised mortality tables. These potentially significant influences, whichare beyond our control, serve to highlight the risk inherent in the Group'sobligations to its long-closed pension scheme.We have therefore commenced an Enhanced Transfer Value exercise, since the yearend, which is intended to reduce the pension scheme liabilities in relation tothose members who wish to take advantage of it. An indication of the outcomewill be included with the 2012/13 Interim Report.
Key performance indicators
In addition to the universal performance indicators of sales, gross margins,operating profit, earnings per share, cash flow and gearing referred to above,or in the Chairman's Statement, indicators of a more activity-specific natureare used within the Group to assess the performance of subsidiary companies.These indicators are used in conjunction with the controls described in theCorporate Governance statement and relate to a wide variety of aspects of thebusinesses, for example, working capital measures, production yields, qualitycontrol, targets, market share information, product return rates, etc. Due tothe differences in size and markets across the Group's businesses it is notpracticable to provide a more detailed analysis of how these indicators areapplied to each of the respective activities.
Principal risks and uncertainties
The directors believe that the most significant risk and uncertainty facing the Group remains that of the general economic outlook for the UK and for the construction sector in particular.
The Group's businesses have adapted to the current economic climate, whilstretaining the capacity to increase market share. Their diversified nature andthe lack of over-reliance on any one business, serves to moderate the range ofrisks. The business of Technocover is regarded as being significantly lessprone to recessionary pressures, being principally driven by security concerns.
Dividend
The directors propose to pay a final dividend of 0.525p per share in respect ofthe financial year ended 31 March 2012 (2011: 0.35p). Dividends of £187,000were paid on ordinary shares during the year ended 31 March 2012 (2011: £83,000).Dividends paid and proposed In respect of the year ended: 2012 2011 Interim dividend paid 0.275p 0.175p Final dividend proposed 0.525p 0.350p ______ ______ 0.800p 0.525p ______ ______Consolidated Income Statement
for the year ended 31 March 2012
_________________________________________________________________________________________
2012 2011 Restated £'000 £'000 Continuing operations Revenue 22,854 19,379 Cost of sales (17,019) (15,024) ______ ______ Gross profit 5,835 4,355 Administrative expenses (4,547) (3,589) ______ ______ Operating profit 1,288 766 Financial costs (170) (142) ______ ______ Profit before tax 1,118 624 Income tax expense (204) (191) ______ ______ Profit from continuing operations 914 433 Discontinued operation (842) 177 ______ ______ Profit for the year attributable to equity 72
610
shareholders of the parent company ______ ______ Earnings per share - basic and fully diluted Continuing operations 3.1p 1.5p Discontinued operation (2.8p) 0.6p ______ ______ 0.3p 2.1p ______ ______
Consolidated Statement of Comprehensive Income
£'000 £'000 Profit for the year 72 610 Other comprehensive income: Actuarial loss (286) (80) Income tax relating to components of other 28 (108)comprehensive income Revaluation of land and buildings 140 (26) ______ ______ Total comprehensive income attributable to (46)
396
equity shareholders of the parent company ______ ______
Consolidated Statement of Financial Position
at 31 March 2012
_________________________________________________________________________________________
31 March 31 March 2012 2011 £'000 £'000 ASSETS Non-current assets Property, plant & equipment 6, 753 4,113 Intangible assets 2,771 2,438 Deferred tax asset 806 778 ______ ______ Total non-current assets 10,330 7,329 ______ ______ Current assets Assets held for sale 138 542 Assets of disposal group classified as 1,031 -held-for-sale Inventories 3,005 2,390 Trade and other receivables 6,508 4,596 Cash and cash equivalents - 137 ______ ______ Total current assets 10,682 7,665 ______ ______ Total assets 21,012 14,994 ______ ______ LIABILITIES Non-current liabilities Retirement benefit obligations (3,223) (3,111) Borrowings (1,007) - Other creditors (897) (16) Deferred tax (65) - ______ ______ Total non-current liabilities (5,192) (3,127) ______ ______ Current liabilities Borrowings (1,706) - Current income tax liabilities (255)
(182)
Liabilities of disposal group classified as (223) -held-for-sale Trade and other payables (5,678) (3,584) ______ ______ Total current liabilities (7,862) (3,766) ______ ______ Total liabilities (13,054) (6,893) ______ ______ NET ASSETS 7,958 8,101 ______ ______ EQUITY Share capital 3,062 2,945 Share premium 557 470 Treasury shares (79) - Revaluation reserve 140 - Retained earnings 4,278 4,686 ______ ______ Total equity attributable to equity shareholders 7,958 8,101of the parent company ______ ______
Consolidated Statement of Changes in Equity
for the year ended 31 March 2012
_________________________________________________________________________________________
Attributable to equity shareholders of the parent
Issued Share Treasury Revaluation Retained Total Capital Premium shares Reserve Earnings Equity £'000 £'000 £'000 £'000 £'000 £'000 Balance as at 1 April 2,945 470 - 571 3,802 7,7882010 Profit for the year - - - - 610 610 Other comprehensive income: Actuarial loss - - - - (80) (80) Related deferred tax - - - - (108) (108) Transfer of - - - (545) 545 -revaluation reserve to retained earnings Revaluation of land - - - (26) - (26)and buildings _____ _____ _____ _____ _____ _____ 2,945 470 - - 4,769 8,184 Dividends paid - - - - (83) (83) _____ _____ _____ _____ _____ _____ Balance as at 1 April 2,945 470 - - 4,686 8,1012011 Profit for the year - - - - 72 72 Other comprehensive income: Actuarial loss - - - - (286) (286) Related deferred tax - - - - 28 28 Revaluation of land - - - 140 - 140and buildings _____ _____ _____ _____ _____ _____ 2,945 470 - 140 4,500 8,055 Issue of shares 117 87 - - - 204 Purchase of own shares - - (79) - (35) (114) Dividends paid - - - - (187) (187) _____ _____ _____ _____ _____ _____ Balance at 31 March 3,062 557 (79) 140 4,278 7,9582012 _____ _____ _____ _____ _____ _____ Share premium
The share premium account represents the consideration that has been received in excess of the nominal value of shares on issue of new ordinary share capital, less permitted expenses.
Treasury shares
The deduction from equity in respect of treasury shares results from the Group's acquisition of shares in the holdings company, at cost.
Revaluation reserve
The revaluation reserve has arisen as a result of net increases in the carryingvalue of the Group's land and buildings. This reserve is not distributable toshareholders until the profits on revaluation are realised. The directors haveassessed the composition of the revaluation reserve and arrived at the opinionthat it is appropriate to reclassify £545,000 of this reserve as retainedearnings. A comparative balance sheet at 31 March 2012 has not been providedbecause the movement relates to equity only.
Retained earnings
The retained earnings reserve represents profits and losses retained in the current and previous periods.
Consolidated Cash Flow Statement
for the year ended 31 March 2012
_________________________________________________________________________________________
2012 2011 £'000 £'000 Net cash generated from operations (795)
1,312
Cash flows from investing activities Proceeds from sale of property, plant and 88 37equipment Proceeds from disposal of assets held for sale -
200
Acquisition of property, plant and equipment (293) (295) _______ _______ Net cash generated from investing activities (205) (58) _______ _______ Cash flows from financing activities Equity dividends paid (187) (83) Issue of shares 152 - Purchase of treasury shares (152) - Proceeds from sale of own shares 90
-
Amounts repaid in respect of finance leases (3) (4) Loan repayments (92) - _______ _______ Net cash absorbed by financing activities (192) (87) _______ _______ Net (decrease)/increase in cash and equivalents (1,192)
1,167
Opening cash and cash equivalents 137 (1,030) _______ _______ Closing cash and cash equivalents (1,055) 137 _______ _______Accounting Policiesfor the year ended 31 March 2012_________________________________________________________________________________________
1. Basis of preparation
The consolidated financial statements of Ensor Holdings PLC have been preparedin accordance the Companies Act 2006 and International Financial ReportingStandards (IFRS) as adopted by the European Union in accordance with the rulesof the London Stock Exchange for companies trading securities on theAlternative Investment Market. The Group financial statements have beenprepared under the historical cost convention, as modified by the revaluationof land and buildings, and derivative financial instruments at fair valuethrough profit or loss. The principal accounting policies adopted by the Groupare set out below. 2. Basis of consolidation Where the Company has the power, either directly or indirectly, to govern thefinancial and operating policies of another entity so as to obtain benefitsfrom its activities, the entity is classified as a subsidiary. The consolidatedfinancial statements present the results of the Company and its subsidiaries("the Group") as if they formed one single entity. Intercompany transactionsand balances between Group companies are therefore eliminated in full.The consolidated financial statements incorporate the results of businesscombinations using the purchase method. In the consolidated balance sheet, thesubsidiary's identifiable assets, liabilities and contingent liabilities areinitially recognised at their fair values at the acquisition date. The resultsof acquired operations are included in the consolidated income statement fromthe date on which control is obtained
3. Segmental analysis
For management purposes, the Group's business activities are organised into business units based on their products and services and have three primary operating segments as follows:
* Building and Security Products - manufacture, marketing, supply and distribution of building materials, security access products and access control equipment; * Packaging - marketing and distribution of packaging materials; * Other - manufacture of rubber crumb and waste recycling. These segments are the basis on which information is reported to the GroupBoard. The segment result is the measure used for the purposes of resourceallocation and assessment and represents the operating profit of each segmentbefore exceptional operating costs, amortisation and impairment charges, othergains and losses, net finance costs and taxation.
Details of the types of products and services from which each segment derives its revenues are given above.
The accounting policies applied in preparing the management information for each of the reportable segments are the same as the Group's accounting policies.
The Group's continuing revenues and results by reportable segment for the yearended 31 March 2012 are shown in the following table. The revenue and resultsof the discontinued operation are shown below. Acquis-itionof Other Total Packag-ing Other
Total Discon-tinued Unallo-cated Total
Techno-cover Building Building contin-uing & & Security Security Products Products External 2,850 16,970 19,820 2,199 835 22,854 1,823 - 24,677revenue _____ _____ _____ _____ _____ _____ _____ _____ _____ Depreciation 54 171 225 19 37 281 28 - 309 _____ _____ _____ _____ _____ _____ _____ _____ _____ Operating 189 780 969 255 64 1,288 172 - 1,460profit _____ _____ _____ _____ _____ Financial (170) 5 - (165)costs Income tax (204) (5) - (209)expense Loss on - (1,014) - (1,014)discontinuance _____ _____ _____ _____ Profit for the 914 (842) - 72year _____ _____ _____ _____ Total assets 5,963 9,612 15,575 1,019 801 17,395 151 3,242 20,788 _____ _____ _____ _____ _____ _____ _____ _____ _____ Total (4,224) (2,057) (6,281) (103) (55) (6,439) 450 (6,841) (12,830)liabilities _____ _____ _____ _____ _____ _____ _____ _____ _____ Capital 49 108 157 3 9 169 29 95 293expenditure _____ _____ _____ _____ _____ _____ _____ _____ _____The Group's continuing revenues and results by reportable segment for the yearended 31 March 2011 are shown in the following table. The revenue and resultsof the discontinued operation are shown below. Acquis-itions Other Total Packag-ing Other Total
Discon-tinued Unallo-cated Total
Building Building contin-uing & & Security Security Products Products External - 16,509 16,509 2,046 824 19,379 1,978 - 21,357revenue _____ _____ _____ _____ _____ _____ _____ _____ _____ Depreciation - 174 174 14 28 216 21 27 264 _____ _____ _____ _____ _____ _____ _____ _____ _____ Operating - 498 498 241 27 766 172 - 938profit _____ _____ _____ _____ _____ Financial (142) 17 - (125)costs Income tax (191) (12) - (203)expense _____ _____ _____ _____ Profit for 433 177 - 610the year _____ _____ _____ _____ Total assets - 10,671 10,671 1,261 827 12,759 - 2,235 14,994 _____ _____ _____ _____ _____ _____ _____ _____ _____ Total - (2,925) (2,925) (361) (84) (3,370) - (3,523) (6,893)liabilities _____ _____ _____ _____ _____ _____ _____ _____ _____ Capital - 204 204 60 55 319 - - 319expenditure _____ _____ _____ _____ _____ _____ _____ _____ _____ Income and expenditure arising directly from a reporting segment are identifiedto that segment. Income and expenditure arising from central operations whichrelate to the Group as a whole or cannot reasonably be allocated betweensegments are apportioned on the basis of the individual segments' earnings.
Head office costs are apportioned to the segments on the basis of earnings.
The Group operates almost exclusively in one geographical segment, being theUnited Kingdom. Turnover to customers located outside the United Kingdomaccounted for less than 10% of total Group turnover and has therefore not beenseparately disclosed.
Revenue from a single customer did not exceed more than 10% of turnover during the current or prior reporting periods.
4. Discontinued operation
The business and assets of CMS Tools Limited are to be sold to managementfollowing negotiations during the months leading up to the balance sheet dateand the operation has been classified as discontinued. The prior year incomestatement has been restated to reflect the discontinued operation.
The results of the discontinued operation were as follows:
2012 2011 £'000 £'000 Revenue 1,823 1,978 Expenses (1,651) (1,806) ______ ______ Operating profit 172 172 Financial income 5 17 Income tax expense (5) (12) ______ ______ Profit after tax 172 177 Impairment of goodwill (1,014) - ______ ______ (Loss)/profit after tax for the year (842) 177 ______ ______
Cash flows from the discontinued operation were as follows:
Operating 280 (361) Investing (29) (53) ______ ______ Total cashflow 251 (414) ______ ______ On 31 January 2012, the business and assets of Lowland Ensor Doors Limited weresold as a going concern. The business has not been classified as a discontinuedoperation because it is not considered to have been a separate major businessline. 5. Earnings per share The calculation of earnings per share for continuing operations is based uponthe profit after taxation of £914,000 (2011: £433,000) divided by the weightedaverage number of ordinary shares in issue during the year as disclosed in thetable below. The earnings per share from continuing operations on a basic andfully diluted basis was 3.1p (2011: 1.5p).The calculation of earnings per share for the discontinued operation is basedupon the loss after taxation of £842,000 (2011: £177,000 profit) divided by theweighted average number of ordinary shares in issue during the year asdisclosed in the table below. The loss per share from the discontinuedoperation on a basic and fully diluted basis was 2.8p (2011: 0.6p profit).
The weighted average number of shares for the basic and fully diluted earnings per share calculation can be reconciled as follows:
2012 2011 No. No. Weighted-average number of shares in issue 29,888,168
29,445,659
Weighted-average number of dilutive shares arising 114,022 219,534from subsisting share options __________ __________ Weighted-average number of shares for fully diluted 30,002,190 29,665,193calculation __________ __________ 6. Acquisition On 16 January 2012, the Company acquired a 90% interest in Technocover Limited,equating to a 90% interest in the voting rights, in order to expand theBuilding and Security Products division and enhance profits. No considerationwas payable at this time, but a liability to the existing shareholders of thecompany of £220,000 was recognised. This consideration is payable ininstalments between the date of acquisition and March 2014. Under a separateput and call option agreement, the Company will acquire the remaining 10% at adate between 13 October 2013 and 1 October 2016. The consideration payable willdepend upon profits generated by the company in the intervening period, but theDirectors anticipate that the liability for the deferred consideration will be£1,000,000 and will be payable on 1 October 2015. A liability of £886,000,being the present value of the anticipated consideration, has been recognised.100% of the net assets and profits of Technocover Limited have been included inthe consolidated financial statements of the Group, and the full amount ofdeferred consideration has been recognised as a liability, in accordance withIAS 32, "Financial Instruments: Presentation".
The fair values of the assets acquired are shown in the following table:
Book value Adjustment Fair value £'000 £'000 £'000 Freehold property 1,465 35 1,500 Plant, machinery and motor vehicles 825 (79) 746 Inventories 569 (200) 369 Trade and other receivables 2,027 - 2,027 Cash at bank 62 - 62 Trade and other payables (2,644) - (2,644) Bank loan (1,750) - (1,750) Other borrowings (756) - (756) Deferred tax (156) 11 (145) ______ _______ _______ Net liabilities (358) (233) (591) Process technology and know-how 500 Goodwill 1,197 _______ Consideration 1,106 _______ Consideration payable by instalments, at 220present value Contingent consideration, at present 886value _______ 1,106 _______
The fair value adjustments contain some provisional elements which will be finalised in the 2013 accounts.
Since the acquisition date, Technocover Limited has contributed £2,850,000 togroup revenues and £220,000 to group profit before tax, excluding acquisitioncosts of £77,000, which have been included in administration costs in theIncome Statement.The pro-forma consolidated results of the group, as if the acquisition ofTechnocover Limited had been made at the beginning of the period, would includerevenue of £31,925,000 (compared to Group reported revenue of £24,677,000) andprofit after taxation of £1,164,000 (compared to Group reported profit aftertaxation of £863,000). In preparing pro-forma results, revenue and costs havebeen included as if the business were acquired on 1 April 2011. The informationis not indicative of the results of the combined Group that would have occurredhad the acquisition actually been made at the beginning of the period, orindicative of the future results of the combined Group.
7. Cash flow generated from operations
2012 2011 £'000 £'000 Cash flows from operating activities Profit for the year attributable to equity 72 610shareholders Depreciation charge 309 264 Financial costs 164 125 Income tax expense/(credit) 209 203 Profit on disposal of property, plant & (38) (4)equipment Book value of goodwill of discontinued operation 1,014 - _______ _______ Operating cash flow before changes in working 1,730 1,198capital (Increase)/decrease in inventories (463)
61
Decrease/(increase) in receivables 267
(435)
(Decrease)/increase in payables (2,062) 665 _______ _______ Cash generated from operations (528) 1,489 Interest paid (163) (171) Income taxes paid (104) (6) _______ _______ Net cash (absorbed by)/generated from operations (795) 1,312 _______ _______ 8. Other information The financial information set out in this preliminary announcement of resultsdoes not constitute the Company's statutory accounts for the years ended 31March 2012 or 31 March 2011 but is derived from those accounts. The IndependentAuditors have reported on the 2011 accounts; their report was unqualified anddid not contain a statement under section 498 of the Companies Act 2006. Whilstthe auditors have not yet reported on the financial statements for the yearended 31 March 2012, they anticipate issuing an unqualified report which willnot contain statements under section 498(2) and (3) of the Companies Act 2006.The statutory accounts for the year ended 31 March 2012 will be finalised onthe basis of the financial information presented by the Directors in thispreliminary announcement and will be delivered to the Registrar of Companiesfollowing the Company's Annual General Meeting. Statutory accounts for 2011have been delivered to the Registrar.
The Annual General Meeting of the Company will be held at the Company's registered office, Ellard House, Dallimore Road, Manchester M23 9NX at 10.00 a.m. on Monday 23 July 2012.
The Report and Accounts will be sent to shareholders and be available from theCompany's website at www.ensor.co.uk shortly. Additional copies of the AnnualReport and of this statement will be available at the Company's registeredoffice.Enquiries:Ensor Holdings PLC
Roger Harrison/Marcus Chadwick
0161 945 5953Westhouse Securities LimitedRichard Baty / Paul Gillam020 7601 6100
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