HELICAL BAR
PUBLIC LIMITED COMPANY
REPORT & ACCOUNTS 1999
Contents
Corporate Statement
Chairman's Statement
Review of Operations
Financial Review
Officers and Advisors
Directors' Report
Auditors' Report
Consolidated Profit and Loss Account
Balance Sheets
Statement of Total Recognised Gains and Losses
Consolidated Cash Flow Statement
Notes to Financial Statements
Ten Year Review
Notice of Annual General Meeting
Financial Calendar
1
2
4
11
12
13
19
20
21
22
23
24
41
42
Office investment at The Pavilion, Thames Ditton
Corporate Statement
Helical Bar plc is a property development and
investment company.
Our objective is to maximise growth in assets
per share using a recurring stream of
development and trading profits to build up
the investment portfolio.
Increase in shareholders funds pre-dividend
£m
1999
1998
1997
1996
5.1
1995
11.3
35.3
38.2
17.6
Ordinary dividend per share
Net asset value per share
Pence
1999
1998
1997
1996
1995
Pence
10.0
1999
9.0
8.0
7.3
6.5
1998
1997
1996
1995
372
330
326
Note: Special dividends of 100.0p and 2.0p were declared in respect of the periods ended 31st
March 1999 and 31st March 1997 respectively.
473
482
1
Chairman’s Statement
Over the fifteen years to 31 March 1999 Helical
has been one of only two property stocks to
outperform the UK equity market, having
generated average total returns for shareholders
of 38.9% p.a.,* exceeding all other quoted
property companies. Since the beginning of the
present development cycle six years ago, Helical
has produced average annual returns on equity of
24.1% and a total shareholder return of 383.7%,
an annual rate of 25.1% compound, a good result
compared with other companies in the small to
mid cap indices and property groups generally. It
remains Helical’s aim to enable shareholders to
share in its success by a progressive dividend
policy.
Looking forward, we have made an encouraging
start to the new financial year. We are maintaining
the size of our development programme and
continue to increase our investment portfolio,
reinvesting the cash flows from completed
developments.The benefit of the reduction in long
term bond rates should increasingly be reflected in
our investment portfolio values and with Helical's
skills of providing both tenants and institutions
with new product the company should continue
to create above average returns.
John Southwell
Chairman
15th June 1999
Review of the results
In spite of the
Helical has had another good year.
downturn in the autumn of last year our
confidence in the future enabled us to declare, in
January 1999, a 100p per share special dividend.
We now recommend an increase of 11% in
ordinary dividends for the year.
Development profits have continued to rise,
earnings per share have increased, the
repositioned investment portfolio produced
further substantial valuation surpluses and we have
maintained the size of our development
programme.
Profits before tax for the year to 31 March 1999
were £20.0m, an increase of 8% over the previous
year.They included net rental income of £18.5m
(1998 £18.6m) and profits from development of
£21.6m (1998 £16.7m). Net interest payable was
£12.5m (1998 £14.2m) after capitalising interest of
£2.1m (1998 £1.8m). After a 19% tax charge
(1998 21%) profits increased to £16.1m (1998
£14.6m). Before the special dividend of £28.9m,
retained profits for the year were £10.2m
(1998 £8.0m).
Your Board is recommending a final dividend of
6.0p per share (1998 5.5p) which, with the interim
dividend of 4.0p (1998 3.5p), makes a total of
10.0p.This is an increase of 11% on the previous
year's dividend of 9.0p, not taking into account the
special dividend of 100p.The total of 10.0p per
share is covered over 5 times by profits after tax.
Net asset value per ordinary share was 473p.This
compares with a net asset value per share on a
diluted basis of 382p in 1998 after adjusting for
the 100p special dividend.This figure takes no
credit for any surplus of value in trading and
development stock.
*Source: Commerzbank 7th May 1999
2
Office development at The Arena, Bracknell
3
Review of Operations
Developments
It is our objective to provide an ongoing flow of
development profits.This year has been one of
consolidation for Helical Retail, which produced
the bulk of the development profits in 1997/98,
with substantially increased profits coming from
the office development side of our business. Both
teams continue to put together new schemes due
to come to fruition in the early years of the new
millennium.
Development programme - end values
Office Retail Industrial Total
£m
£m
£m
£m
Completed
programme
Let and sold
1993-1999
231
113
14
358
Current programme
Completed
For completion in
year to:
31 March 2000
31 March 2001
31 March 2002
161
197
140
5
-
7
12
86
28
39
14
-
-
21
261
225
179
677
503
153
Offices
During the year the Company pre-let and sold its
most significant office development to date.The
260,000 sq. ft. development at 25 Chiswell Street,
London EC1 was fully let to City Solicitors
Slaughter and May, and forward funded with
Despa, the German investment fund. Building work
started in early 1999 and is expected to complete
by December 2000.
4
A number of successful lettings has enabled the
Company to take profits on developments
completed during the year.The three buildings
at The Arena, Bracknell (124,000 sq. ft.), funded
with Scottish Widows, and the building at 171
Bath Road, Slough (28.000 sq. ft.), funded with
Scottish Mutual, have all been let to information
technology companies.
Since the year end the two buildings at Windsor
Dials, Windsor (66,000 sq. ft.), funded with clients
of Argyll Property Asset Managers Ltd and due to
be completed later this month, have been let to
FM Insurance Co. Ltd and The Galileo Company,
both UK subsidiaries of US Companies.
Other lettings include approximately 80% of the
space at 6 St Andrew Street, London EC4, (45,000
sq. ft.) to solicitors Speechly Bircham and forward
sold to Shell Pension Fund.The last 5,000 sq. ft. at
Blenheim House, Leeds is under offer.
Looking forward our 35,000 sq. ft. development at
10 Mansion House Place, London EC4, funded
with bank finance is due for completion later this
month and the major 150,000 sq. ft. development
at 100 Wood Street, London EC2, funded with
Despa is due for completion early next year.
Building work has commenced at the 28,000 sq. ft.
scheme at 1 Farnham Road, Guildford, forward
funded during the year with British Gas
Pension Fund.
Other office development sites held include the
60,000 sq. ft. site at One Plough Place, London
EC4, where building work is expected to start
during the year, and at Bunhill Row, London EC1, a
100,000 sq. ft. scheme next to the scheme at
25 Chiswell Street. We are purchasing a further
site for a 76,000 sq. ft. scheme at 200
Hammersmith Road, London W6.
Office development at Windsor Dials, Windsor
Office development at One Plough Place, London EC4
5
Retail
Helical Retail has spent much of the year
concentrating on maximising returns from its very
successful development programme, building it out
and expanding to sites adjacent to existing
developments.
It completed the 150,000 sq.ft. Norfolk Retail Park,
Norwich and the 122,000 sq.ft. Bolton Gate Retail
Park, Bolton, both funded with Legal & General,
while finishing the 60,000 sq.ft. Sixfields Retail Park
at Northampton, funded with Hill Samuel. It will
be completing the 80,000 sq.ft. pre-let George
Hotel, Glasgow scheme in August this year for
Hermes and the 220,000 sq.ft. Captain Cook
Square, Middlesbrough scheme in late autumn
for Norwich Union. It completed in six months
a 12,000 sq.ft. retail unit as an extension to
the Cattle Market, Leicester development
for Porcelanosa.
At Horns Road, Ilford a site was acquired for a
44,000 sq.ft. development, having pre-let 33,000
sq.ft to Toys R Us. Since the year end Helical Retail
has sold the scheme to Merseyside Pension Fund.
It is working on a further 150,000 sq.ft. extension
to its Bolton scheme and a 20,000 sq.ft. extension
to its Middlesbrough scheme. In Dorchester it has
been awarded a 160,000 sq.ft. scheme to
redevelop the town centre.
Industrial
The units at the 80,000 sq ft development at
Newton Aycliffe, Co. Durham have now been sold
or are under offer, and we are in advanced stages
of negotiation with a tenant for our six acre site in
Hayes, forward funded with Hill Samuel.
Retail development at Norfolk Retail Park, Norwich
HELICAL RETAIL
Retail development at Sixfields Retail Park, Northampton
6
Retail development at Bolton Gate Retail Park, Bolton
7
Investment portfolio
Successive rises in stamp duty have made trading
decreasingly viable. Accordingly, our emphasis is
now very much on adding value to the investment
portfolio with trading stock reduced to 2% of the
portfolio.
Purchases of over £76 million were made during
the period.These include offices at The Rotunda
Complex in Camden, NW1 (50,000 sq. ft.);The
Pavilion,Thames Ditton (42,000 sq. ft.); CBX11 and
Midsummer Court, Milton Keynes (150,000 sq. ft.)
and Dextra Court, Basingstoke (42,000 sq. ft.). In
Camden we have taken surrenders and re-let two
floors increasing rental values by a third since
purchase.The Pavilion in Thames Ditton is a brand
new building let on a fifteen year institutional lease
to SHL acquired off an 8% net initial yield. Our
purchase at Milton Keynes is a complex deal
involving a 1990s headquarters building producing
just under £1.2 million p.a. plus a development site
for 15,000 sq ft of leisure part pre-let to Bass plus
23,000 sq ft of offices.The total accommodation
has a rental value of around £2 million against a
total cost of about £16 million.The Basingstoke
office consists of late 1980s air conditioned offices
at a passing rental of only £12 p.s.f.
Turning to other sectors, a 120,000 sq ft retail
park has been acquired in Weston-Super-Mare off
rentals of only £6.50 p.s.f. Rental values look set to
jump dramatically as an adjoining owner is in the
process of achieving three lettings of £10-12 p.s.f.
in similar standard accommodation. Finally, a
410,000 sq ft portfolio of predominantly 1990s
built industrials has been acquired from Scottish
Enterprise at a double figure entry yield to actively
manage.
Two principal investment properties were sold -
our Bow Lane holdings in the City for £9.9 million
(7% over valuation and 37% over purchase price
in 1995) and some 1970s industrials in Alperton,
London for £4 million (13% over valuation).
Within the existing portfolio active management
continues to generate rental growth with a
surrender and re-letting at Capital House, Edgware
Road showing a 40% increase in rental values.
Comparable success has been achieved at 61
Southwark Street, SE1, and a similiar deal is in
hand at 71 Kingsway, WC2. Further letting activity
at Cheapside House, EC2, leaves a single floor to
let plus significant reversionary potential on the
prime retail frontage.
Since the year end the company has purchased for
£52 million 60 Sloane Avenue, London SW3, a
flagship office and retail investment.The transaction
reflected an equivalent yield of 7.5% off a
conservative rental base and increases our
exposure to a buoyant West End market.
Book value
Passing
of portfolio net rents
Square
footage
000s
776
481
3,877
Average
rent
£ per sq.ft.
15.5
6.0
2.2
Void
space
000s
20
48
266
£m
12.0
2.9
8.5
23.4
5,134
£m
185.2
41.9
88.6
315.7
34.2
17.6
367.5
The portfolio
Office
Retail
Industrial
Total income
producing
Developments
Land and sites
Michael Slade
Managing Director
15th June 1999
8
Investment Portfolio
Property values by location 1999
City 27.2%
West End 21.3%
North 19.9%
Property values by location 1998
City 33.8%
North 20.0%
Property values by sector 1999
Office 61.4%
Property values by sector 1998
Office 59.3%
South 22.8%
Midlands 8.7%
West End 21.7%
South 12.9%
Midlands 11.6%
Industrial 26.3%
Retail 12.3%
Industrial 28.7%
Retail 12.0%
9
Retail development at the George Hotel, Glasgow
Office development at No 1 Farnham Road,
Guildford
Retail investment at Weston Retail Park,
Weston-Super-Mare
Office investment at 60 Sloane Avenue,
London SW3
10
Financial Review
Profits
Gross profits for the year were £39.0 million.
These compare with gross profits for the year to
31 March 1998 of £38.8 million and include net
rental income after property overheads of £18.0
million (1998 £18.6 million) and trading of £0.1
million (1998 £4.4 million). Our development
programme contributed £21.6 million (1998
£16.7 million).
The surplus over book value on sale of investment
properties was £0.4 million (1998 £0.8 million).
Interest paid on borrowings, net of interest
received on cash balances decreased from £14.2
million to £12.5 million.This was after capitalisation
of £2.1 million of interest (1998 £1.8 million).
Pre-tax profits rose by 8 per cent from £18.5
million to £20.0 million. With a tax charge of 19%
(1998 21%) and a decreased minority interest of
£1.2 million (1998 £2.3 million), profits before
dividends increased by 22% to £15.0 million.
Earnings per share on a diluted basis rose by 24%
to 50.7p per share from 40.9p per share.
Dividends
The Board is recommending to members at the
Annual General Meeting on 21 July 1999 a final
dividend of 6.0p per share (1998 5.50p) to be
paid on 23 July 1999 which, with the interim
dividend of 4.0p, makes a total of 10.0p.This is an
increase of 11% on the previous period's dividend
of 9.0p.This is covered over 5 times by profits
after tax calculated after conversion of the
preference share capital.
During the year a special dividend of 100.0p was
declared as payable, in two tranches of 50.0p, to
shareholders on the company’s share register on
5th March 1999.The first of these tranches was
paid on 12th April 1999 and the second and last
tranche will be paid on 29th October 1999.
Net assets
Helical's net assets at the year end were £142.1
million (1998 £140.4 million).The increase in
value of investment properties of £19.9 million
(1998 £23.6 million) was offset by the retained
loss of £18.7 million caused by distributions of
£33.6 million. Net assets per share of 473p
compare with 382p in 1998 after adjusting for the
special dividend of 100p per share and adjusting
for dilution on the conversion of the preference
shares.
Borrowings and financial risk
During the year Helical increased the levels of
bank borrowings secured on investment
properties to benefit from the rising investment
market. It kept a high level of cash to take
advantage of development opportunities such as
the purchase of the site at Chiswell Street. At 31
March 1999 its borrowings amounted to £218.8
million (1998 £185.2 million).
Helical seeks to manage financial risk to ensure
sufficient liquidity is available to meet foreseeable
needs and to invest cash assets safely and
profitably.The key financial risk to Helical is
considered to be adverse movements in interest
rates. It has insured itself against such interest rate
movements by capping £160 million until 2006,
£80 million at the rate of 6.5% and £80 million at
7.5%. In the meantime, using interest rate floors, it
is able to benefit from the reduction of rates
down to a level of 4.73% from July 1999 to
January 2006 on £80 million and on a further £80
million down to 4.83% from January 2001 to
January 2006.
11
Officers and Advisors
Board of directors
Registered office
JOHN P. SOUTHWELL MA*†
Chairman and Senior Non-executive, Aged 66
Appointed Chairman 1987
Director, James Cropper PLC
Chairman, Lochain Patrick Holdings Ltd
Consultant, Credit Lyonnais Securities Europe (UK)
MICHAEL E. SLADE BSC (EST.MAN) FRICS FSVA
Managing Director, Aged 52
Appointed Chief Executive 1986
NIGEL G. McNAIR SCOTT MA FCA FCT
Finance Director, Aged 53
Appointed Finance Director 1987
Non-executive Chairman, Avocet Mining PLC
Director, Govett Strategic Investment Trust
IAN G. BUTLER CBE MA FCA*†
Independent Non-executive Director, Aged 74
Appointed April 1993
Former director of Cookson Group plc
Former member of Cadbury Committee
C. GILES H. WEAVER FCA*†
Independent Non-executive Director, Aged 53
Appointed September 1993
Managing Director, Murray Johnstone Ltd
Director, James Finlay PLC
Director, Charter European Trust PLC
GERALD A. KAYE BSC (EST.MAN) FRICS
Development Director, Aged 41
Appointed September 1994
P. MICHAEL BROWN BSC (EST.MAN) ARICS
Investment Director, Aged 38
Appointed April 1998
* Member of Audit and Remuneration Committees
† Member of Nominations and Appointments Committee
Company Secretary and
Registered Office
TIMOTHY J. MURPHY ACA
Company Secretary, Aged 39
Appointed March 1994
11-15 Farm Street, London W1X 8NP
Telephone 0171 629 0113
Fax 0171 408 1666
Registrars
IRG plc
Bourne House
34 Beckenham Road
Beckenham
Kent BR3 4TU
Solicitors
Ashurst Morris Crisp
Mishcon de Reya
Olswang
Titmuss Sainer Dechert
Norton Rose
Bankers
Barclays Bank PLC
Credit Lyonnais
HypoVereinsbank Bank
National Westminster Bank Plc
Auditors
Grant Thornton
Grant Thornton House
Melton Street
Euston Square
London NW1 2EP
Joint stockbrokers
Cazenove & Co.
12 Tokenhouse Yard
London EC2R 7AN
Credit Lyonnais Securities Europe (UK)
Broadwalk House
5 Appold Street
London EC2A 2DA
Merchant Bankers
Lazard Bros & Co Ltd
21 Moorfields
London EC2P 2HT
12
Directors’ Report
The directors present their report and financial
statements for the year ended 31 March 1999.
Principal activities
The principal activity of the company is that of a
holding company and the principal activities of the
subsidiaries are property investment, dealing and
development. A full review of these activities and
the group’s future prospects are given in the
Review of Operations on pages 4 to 8.
Trading results
The results for the year are set out on page 20.
The profit on ordinary activities before taxation
amounts to £20,044,000 (1998 £18,494,000).
Share capital
The detailed movements in share capital are set
out in note 20 to these financial statements.
At 31 March 1999 there were 29,611,697
ordinary 5p shares and 20,088 convertible
cumulative redeemable preference shares in issue
which were redeemed on 12 April 1999.
Dividends
A final dividend of 6.0p (1998 5.50p) per share is
recommended for approval at the Annual
General Meeting on 21 July 1999.The total
ordinary dividends of 10.0p (1998 9.00p) per
share, plus the special dividend of 100.00p
announced on 18 January 1999, together with the
preference dividends, amount to £33,631,000
(1998 £4,303,000).
Donations
Donations to charities amounted to £6,110
(1998 £18,285). A contribution of £10,000
(1998 £10,000) was made to the Conservative Party.
Creditor payment policy
The company’s policy is to settle all agreed
liabilities within the terms established with
suppliers. At 31 March 1999 there were 41 days'
(1998 37 days) purchases outstanding in respect
of the company's creditors.
Auditors
Grant Thornton offer themselves for
reappointment as auditors in accordance with
Section 385 of the Companies Act 1985.
Substantial shareholdings
At 15 June 1999 the shareholders listed in Table A
had notified the company of a disclosable interest
of 3% or more in the nominal value of the
ordinary share capital of the company.
Table A
No. of
ordinary shares
%
Schroder Investment Management Ltd
3,688,259
12.5
T R Property Investment Trust
Jupiter Asset Management
Fidelity Investments
Hermes Investment Management
2,245,301
1,958,753
1,305,926
1,171,293
7.6
6.6
4.4
4.0
The interests of Michael Slade (10.2%) are noted
below.
Directors and their interests
The directors who were in office during the year
and their interests, all of which were beneficial, in
the ordinary and preference shares are listed in
Table B and note 20. Michael Brown was
appointed a director on 9 April 1998.
Table B
Ordinary 5p shares
Convertible cumulative
redeemable preference
shares 2012
31.03.99
01.04.98
31.03.99
1.04.98
J. P. Southwell
33,870
22,650
M. E. Slade
3,011,147
3,001,409
N. G. McNair Scott
622,827
561,191
I. G. Butler
C.G.H. Weaver
G. A. Kaye
P. M. Brown
12,987
18,000
10,025
18,000
186,057
184,881
57,127
42,451*
-
-
-
-
-
-
-
27,387
32,476
58,637
11,235
-
-
-
Total directors'
interests
Percentage
of issued share capital
3,942,015
3,840,607
- 129,735
13.3%
21.8%
-
0.3%
*Shares held on appointment.
The Helical Bar Employees’ Share Ownership Plan
Trust, referred to in note 13, owned 708,000
(1998 350,000) ordinary shares at 31 March 1999.
On 4 June 1998 Michael Slade, at the end of the
ten year maximum exercise period, exercised an
option over 400,000 ordinary shares in
accordance with the rules of the Senior Executive
1988 Share Option Scheme.The shares acquired
were sold shortly after exercise.
13
On 8 June 1998 shares acquired by the Helical Bar
Profit Sharing Scheme were allocated to directors
and staff. The number of shares allocated to
directors is disclosed in note 3.
On 30 June 1998 Michael Brown purchased
13,500 ordinary shares.
On 10 July 1998 Gerald Kaye exercised options
over 50,000 ordinary 5p shares in accordance with
the rules of the Ordinary 1986 Share Option
Scheme and sold on that day the shares received.
On 16 February 1999 the directors' interests in
the convertible cumulative redeemable preference
shares were converted into ordinary shares.
Details of this conversion are included in note 20.
On 26 February 1999 Nigel McNair Scott
exercised options over 30,000 ordinary 5p shares
under the rules of the Senior Executive 1988
Share Option Scheme and 15,000 ordinary 5p
shares under the Ordinary 1986 Share Option
Scheme.
There have been no changes in the above
directors’ interests in the period from 31 March
1999 to 15 June 1999.
REMUNERATION COMMITTEE
The membership of the committee is as follows:
J. P. Southwell (Chairman)
I. G. Butler
C.G.H. Weaver
None of the committee has any personal financial
interest in the matters to be decided (other than
as shareholders), potential conflicts of interest
arising from cross-directorships nor any day-to-day
involvement in running the business. The
committee consults the Managing Director and
Finance Director about its proposals and has
access to professional advice from inside and
outside the company.
Policy on executive directors'
remuneration
Executive remuneration packages are designed to
attract, motivate and retain directors of the calibre
necessary to maintain the group's position as a
market leader and to reward them for enhancing
shareholder value and return. The performance
measurement of the executive directors and the
determination of their annual remuneration package
is undertaken by the committee which consists
solely of non-executive directors.There are three
main elements of their remuneration package:
i.
ii.
iii.
basic annual salary and benefits in kind;
annual bonus payments;
share option incentives.
Basic annual salary and benefits
in kind
Basic annual salaries for executive directors are
reviewed having regard to individual performance
and market practice. Executive directors' basic
salaries were last reviewed in February 1997.
Benefits in kind provided to executive directors
include the provision of a company car and health
insurance.
Bonus schemes
In June 1997 the committee reached agreement
with the executive directors to establish a new
bonus scheme following the cessation of the old
scheme.This new scheme operated from 1 April
1997 and will continue until 31 March 2002. A
bonus will be payable under this scheme only if
there is an increase in the net asset value of the
company and that increase is greater than that
achieved by the upper quartile of the Investment
Property Databank Index for capital growth of all
properties, an ungeared benchmark. If achieved
the bonus is payable in cash and is calculated in
bands, the amount of bonus increasing with the
level of outperformance. Among other constraints,
the committee may restrict the bonus if payment
would affect the financial or trading position of the
group.The executive directors in this bonus
scheme for the period were Michael Slade, Nigel
McNair Scott, Gerald Kaye and Michael Brown.
Additional bonuses were awarded by the
committee in recognition of the performances of
the development director, Gerald Kaye and the
investment director, Michael Brown.
Share options
The company operated four share option schemes
during the year.
The Inland Revenue approved Ordinary 1986
Share Option Scheme ceased to be able to grant
new options in December 1996 and following the
14
exercise during the year of the last remaining
options this scheme no longer exists. The scheme
was replaced by a new Inland Revenue approved
scheme, the Helical Bar 1999 Approved Share
Option Scheme, which received shareholder
approval on 16 February 1999 and Inland Revenue
approval in March 1999. Under this scheme options
up to a maximum value of £30,000 per individual
may be granted and options granted to directors in
respect of this scheme are included in note 20.
The ability of the Senior Executive 1988 Share
Option Scheme to grant options was extended at
the 1997 Annual General Meeting to 7 June 2001
but only in respect of options to purchase shares
held by the Helical Bar Employees Share Ownership
Plan Trust. Consequently, a new scheme, the Helical
Bar 1999 Share Option Scheme, was established
and also received shareholder approval on 16
February 1999. Under this scheme the aggregate
market value of shares issued or issuable to an
individual under this and other option schemes may
not exceed eight times his annual earnings. Share
options granted in respect of this scheme are
included in note 20.The 1988 scheme can no longer
grant any new options.
The principal terms of the two new schemes do not
differ in any material way from the schemes they
replace, as regards matters such as eligibility, the
determination of the exercise price, individual limits
and anti-dilution provisions.The performance criteria
has, however, been changed from a criteria which
required the Company's percentage increase in net
asset value per share to exceed the upper quartile
of the Investment Property Databank Total Return
Index over the relevant performance period to one
which requires total shareholder return over a set
period to exceed a certain percentile of the
aggregate performance of companies in the
Property Sector Index of the FTSE All Share Index.
For the approved scheme the relevant period is
three years and the 50th percentile. For the
unapproved scheme the relevant period is five years
and the 75th percentile.
The Committee considers that these share options,
coupled with the associated performance measures,
will continue to provide the most effective method
of longer term incentivisation for the key executives
of the company.
Service contracts
The service contract of Michael Brown is for three
years from 8 September 1997, the date of his
commencement of employment at the company.
The length of this service contract does not
comply with the Combined Code but was agreed
with Michael Brown, prior to his appointment as
director, as part of his remuneration package.The
unexpired term of his contract is 15 months.
The service contracts of the remaining executive
directors noted in Table B commenced on 1 July
1997 and have a one year notice period.
Pension contributions
The company makes annual contributions into a
Small Self Administered Pension Scheme on behalf
of Michael Slade and Nigel McNair Scott.
Re-election
Messrs J. P. Southwell and C.G.H. Weaver are due
to retire by rotation and offer themselves for re-
election.
Non executive directors
The remuneration of the non executive directors
is determined by the Board within the limits set
out in the Articles of Association. Non executive
directors cannot participate in any of the
company's share option schemes. Non executive
directors do not have a contract of service.
Details of directors'
remuneration-share options
This report should be read in conjunction with
notes 3 and 20 to the financial statements which
also form part of this report. Full details of all
elements of the remuneration package of each
director are given in note 3 to the financial
statements. Details of directors' share options are
given in note 20 to the financial statements.
On behalf of the Board
J. P. Southwell
Director
15th June 1999
15
Corporate Governance
Application of principles
Directors' remuneration
The company has applied the principles of good
governance contained in the Report of the
Committee on Corporate Governance (the
Hampel Committee) except with regard to the
length of service contract of Michael Brown as
referred to below.
The company recognises that directors'
remuneration is of legitimate concern to the
shareholders and is committed to following
current best practice.The policy of the company is
to provide sufficient levels of remuneration to
attract, retain and motivate executive directors.
Directors
The company supports the concept of an effective
board leading and controlling the company.The
Board is responsible for approving company policy
and strategy. It meets three monthly and has a
schedule of matters specifically reserved to it for
decision. Management supply the Board with
appropriate and timely information and the
directors are free to seek any further information
they consider necessary. All directors have access
to advice from the company secretary and
independent professionals at the company's
expense.Training is available for new directors and
other directors as necessary.
The Board consists of four executive directors
who hold the key operational positions in the
company and three non executive directors, who
bring a breadth of experience and knowledge, of
whom all are independent of management and
any business or other relationship which could
interfere with the exercise of their independent
judgement.This provides a balance whereby the
Board's decision making cannot be dominated by
an individual or small group.The Chairman of the
Board is John Southwell and the company's
business is run by Michael Slade, the Managing
Director.The Board has named John Southwell as
the senior independent non executive director.The
Board members are described on page 12.
All directors are subject to re-election every three
years and, on appointment, at the first AGM after
appointment. The Nomination Committee meets
as required to select and recommend to the
Board suitable candidates for both executive and
non executive appointments to the Board.
comprises John Southwell, Chairman of the Board
(Chairman), and the two other non executive
directors, Ian Butler and Giles Weaver.
It
The Remuneration Committee, which carries out
the policy on behalf of the Board, comprises John
Southwell (Chairman), Ian Butler and Giles Weaver,
all of whom are independent non executive
directors. It meets twice a year. As well as
considering conditions in the group as a whole,
the Committee takes into account the position of
the company relative to other companies and is
aware of what these companies are paying, though
comparisons are treated with caution to avoid an
upward ratchet in remuneration.The Committee
consults the Managing Director and has access to
professional advice.
The remuneration packages of individual directors
are structured so that the performance related
elements form a significant proportion of the total
and are designed to align their interests with those
of the shareholders. Share options are designed so
that they recognise the long term growth of the
company. No director has a service contract of
more than one year other than Michael Brown,
whose contract commenced prior to his
appointment to the Board.
The remuneration of non executive directors is
determined by a sub-committee of the Board
comprising the Managing Director and the
Finance Director.
The Board's report on remuneration is on pages
14 and 15. It sets out the company's policy in
detail and the full details of all elements in the
remuneration package of each individual director.
Relations with shareholders
The company values the views of its shareholders
and recognises their interest in the company's
16
strategy and performance, board membership and
quality of management. It therefore holds regular
meetings with its institutional shareholders to
discuss objectives.
The AGM is used to communicate with investors
and they are encouraged to participate.The
Chairmen of the Audit, Remuneration and
Nomination Committees are available to answer
questions. Separate resolutions are proposed on
each issue so that they can be given proper
consideration and there is a resolution to approve
the annual report and accounts.
Accountability and audit
The Board presents a balanced and
understandable assessment of the company's
position and prospects in all interim and price-
sensitive reports and reports to regulators as well
as in the information required to be presented by
statutory requirements.The responsibilities of the
directors as regards the accounts are described on
page 18, and that of the auditors on page 19. A
statement on going concern is also on page 18.
The Board is responsible for maintaining a sound
system of internal control to safeguard
shareholders' investment and the company's
assets. A report on the annual review of the
effectiveness of the system is on this page.This
review has been undertaken in accordance with
the guidance for directors on internal controls and
financial reporting that was issued by the
Rutteman Working Group in December 1994
pending the publication of guidance on compliance
with the Code provision D.2.1 by the working
party set up by the ICAEW.The Board keeps
under review whether an internal audit function
would add value to the company.
The Audit Committee comprises Ian Butler and
Giles Weaver, both of whom are independent non
executive directors, and John Southwell, who is
Chairman of the Board and a non executive
director.The terms of reference of the Committee
include keeping under review the scope and
results of the external audit and its cost
effectiveness.The Committee reviews the
independence and objectivity of the external
auditors. This includes reviewing the nature and
extent of non audit services supplied by the
external auditors to the company, seeking to
balance objectivity and value for money.
Compliance
The company has complied throughout the year
with the Code provisions set out in Section 1 of
the Combined Code. In complying with Code
provision D.2.1 on internal control, the company
has undertaken a review in accordance with the
guidance for directors on internal controls and
financial reporting issued by the Rutteman
Working Group.
Internal control
The Audit Committee have reviewed the
operation and effectiveness of the group's system
of internal control for the financial year and the
period up to the date of approval of the financial
statements.The review has been undertaken in
accordance with the guidance for directors on
internal controls and financial reporting that was
issued by the Rutteman Working Group pending
publication of new guidance.
The directors are responsible for the group’s
system of internal financial control.The system of
internal financial control is designed to provide
reasonable, but not absolute, assurance against
material misstatement or loss. The key features of
the group’s system of internal financial control are
as follows:
-
-
-
-
clearly defined organisational responsibilities
and limits of authority;
financial controls and review procedures;
financial information systems including cash
flow, profit and capital expenditure forecasts;
an Audit Committee which meets with the
Auditors at least twice a year and deals with
any significant internal financial control matter.
17
Going concern
After making enquiries, the directors have a
reasonable expectation that the group has
adequate resources to continue in operational
existence for the foreseeable future. For this
reason, they continue to adopt the going concern
basis in preparing the financial statements.
Year 2000 Compliance
As is well known, many computer and digital
systems express dates using only the last two digits
of the year, and these systems will require
modification or replacement to accommodate the
change in date arising from the end of the current
century in order to avoid malfunctions and
consequential widespread commercial disruption.
The operation of our business depends not only
on our computer systems, but also to some
degree on those of our suppliers and customers.
The company has conducted a review of its
computer systems and from this has developed an
action plan designed to address the key risks in
advance of critical dates and without disruption to
the underlying business.This review also considers
the impact on our business of Year 2000 related
problems experienced by our significant suppliers
and customers.
In appropriate cases we have initiated formal
communication with those other parties.
Given the complexity of the issue, it is not possible
for any organisation to guarantee that no Year 2000
problems will arise because at least some level of
failure may still occur. However, the Board believes
that it will achieve an acceptable state of readiness
and has allocated resources to deal promptly with
significant failures on issues that might arise.The
anticipated total cost of the review and the action
arising out of it is not expected to be significant.
Directors’ responsibilities for the
financial statements
Company law requires the directors to prepare
financial statements for each financial year which
give a true and fair view of the state of affairs of
the company and the group and of the profit or
loss of the group for that period. In preparing
those financial statements, the directors are
required to:
-
select suitable accounting policies and then
apply them consistently;
- make judgements and estimates that are
-
reasonable and prudent;
state whether applicable accounting standards
have been followed, subject to any material
departures disclosed and explained in the
financial statements.
The directors are responsible for keeping proper
accounting records, for safeguarding the assets of
the group and for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
Annual General Meeting
The Annual General Meeting of the company will
be held on 21 July 1999 at 11.30 a.m. at The
Westbury, Conduit Street at New Bond Street,
London W1A 4UH. There are four resolutions
concerning special business.The first increases the
Company’s authorised share capital by the
creation of a further 11 million ordinary shares of
5p each, which provides your Board with further
headroom for any future share issues (although
your Board’s ability to issue further shares, other
than pursuant to share options, will be subject to
the limits in the two following resolutions).The
second gives your Board the authority for a
further five years to allot 9,870,560 shares (one-
third of the existing issued share capital as at the
date hereof).The third gives your Board the power
for a further year to issue shares pursuant to a
rights issue and a modest number (approximately
5% of the existing issued share capital as at the
date hereof) for cash other than to existing
shareholders.The fourth extends, for a further
year, the authority given at the Annual General
Meeting last year for the company to buy in, for
cancellation, approximately 10 per cent of the
ordinary share capital.There have been no
purchases of shares since the last Annual
General Meeting.
By Order of the Board
T. J. Murphy
Secretary
15th June 1999
18
Auditor’s Report
To the members of
Helical Bar plc
We have audited the financial statements on pages
20 to 40 which have been prepared under the
accounting policies set out on pages 24 & 25.
Respective responsibilities of
directors and auditors
The directors are responsible for preparing the
Annual Report, including as described on page 18,
the financial statements. Our responsibilities, as
independent auditors, are established by statute,
the Auditing Practices Board, the Listing Rules of
the London Stock Exchange, and by our
profession’s ethical guidance.
We report to you our opinion as to whether the
financial statements give a true and fair view and
are properly prepared in accordance with the
Companies Act. We also report to you if, in our
opinion, the directors’ report is not consistent with
the financial statements, if the company has not
kept proper accounting records, if we have not
received all the information and explanations we
require for our audit, or if information specified by
law on the Listing Rules regarding directors’
remuneration and transactions with the group is
not disclosed.
We review whether the statement on page 17,
reflects the company’s compliance with those
provisions of the Combined Code specified for
our review by the Stock Exchange, and we report
if it does not. We are not required to form an
opinion on the effectiveness of the group’s
corporate governance procedures or its internal
controls.
We read the other information contained in the
Annual Report, including the corporate
governance statement, and consider whether it is
consistent with the audited financial statements.
We consider the implications for our report if we
become aware of any apparent misstatements or
material inconsistencies with the financial
statements.
Basis of opinion
We conducted our audit in accordance with
Auditing Standards issued by the Auditing Practices
Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also
includes an assessment of the significant estimates
and judgements made by the directors in the
preparation of the financial statements, and of
whether the accounting policies are appropriate to
the circumstances, consistently applied and
adequately disclosed.
We planned and performed our audit so as to
obtain all the information and explanations which
we considered necessary in order to provide us
with sufficient evidence to give reasonable
assurance that the financial statements are free
from material misstatement, whether caused by
In forming our
fraud or other irregularity or error.
opinion we also evaluated the overall adequacy of
the presentation of information in the financial
statements.
Opinion
In our opinion the financial statements give a true
and fair view of the state of the affairs of the
company and the group as at 31 March 1999 and
of the profit of the group for the year then ended
and have been properly prepared in accordance
with the Companies Act 1985.
Grant Thornton
Registered Auditors
Chartered Accountants
London
15th June 1999
19
Consolidated Profit & Loss Account
Helical Bar plc and subsidiary undertakings for the year ended 31 March 1999
Turnover
Cost of sales
Gross profit
Administrative expenses
Operating profit
Profit on sale of investment properties
Profit on ordinary activities before interest
Interest receivable
Interest payable and similar charges
Profit on ordinary activities before taxation
Taxation
Profit on ordinary activities after taxation
Equity minority interests
Profit for the year
Dividends paid and proposed including non-equity
Dividends not yet declared
Retained (loss)/profit for the year
By company
By subsidiaries
Earnings per share
Diluted earnings per share
Note
2
2
3
4
5
6
7
7
21
8
9
9
Year ended
31 March 1999
£000
Year ended
31 March 1998
£000
121,244
(82,240)
214,416
(175,641)
39,004
(6,860)
32,144
415
32,559
1,510
(14,025)
20,044
(3,899)
16,145
(1,175)
14,970
(33,631)
-
(18,661)
(10,302)
(8,359)
66.7p
50.7p
38,775
(6,904)
31,871
838
32,709
1,082
(15,297)
18,494
(3,884)
14,610
(2,322)
12,288
(3,903)
(400)
7,985
24,824
(16,839)
55.6p
40.9p
The notes on pages 24 to 40 form part of these financial statements.
20
Balance Sheets
Helical Bar plc and subsidiary undertakings as at 31 March 1999
Fixed assets
Intangible assets
Tangible assets
Investment property
Investments
Current assets
Fixed assets for resale
Stock and long term contracts
Debtors
Cash
Creditors: amounts
falling due within one year
Group
31 March 1999 31 March 1998
Note
£000
£000
10
11
12
13
14
15
576
915
332,457
4,359
617
899
250,718
1,934
338,307
254,168
525
35,054
40,148
44,310
1,025
24,712
43,004
65,496
Company
31 March 1999 31 March 1998
£000
-
896
-
6,545
7,441
-
31
121,491
31,297
£000
-
874
-
4,119
4,993
-
-
97,980
36,787
120,037
134,237
152,819
134,767
16
(128,662)
(103,011)
(47,896)
(22,803)
Net current (liabilities)/assets
(8,625)
31,226
104,923
111,964
Total assets less current liabilities
Creditors: amounts falling due
after more than one year
329,682
285,394
112,364
116,957
17
(187,576)
(145,023)
(19,858)
(15,502)
Capital and reserves
Called-up share capital
Share premium account
Revaluation reserve
Capital redemption reserve
Other reserves
Profit and loss account
Shareholders’ funds
Equity minority interests
Shareholders’ funds
Equity shareholders’ funds
Non-equity shareholders’ funds
142,106
140,371
92,506
101,455
20
21
21
21
21
21
1,495
34,508
78,948
7,081
291
19,201
141,524
582
31,490
3,160
61,435
7,081
291
35,525
138,982
1,389
1,495
34,508
-
7,081
1,987
47,435
92,506
-
31,490
3,160
-
7,081
1,987
57,737
101,455
-
142,106
140,371
92,506
101,455
141,510
14
106,878
32,104
92,492
14
69,351
32,104
141,524
138,982
92,506
101,455
The financial statements were approved by the Board of Directors on 15th June 1999.
M. E. Slade, N. G. McNair Scott – Directors
The notes on pages 24 to 40 form part of these financial statements.
21
Statement of Total Recognised
Gains and Losses
Helical Bar plc and subsidiary undertakings for the year ended 31 March 1999
Statement of total recognised gains and losses
Profit for the period after taxation
Minority interest
Surplus on revaluation of investment properties
Total recognised gains and losses relating to the period
Notes on historical cost profits and losses
Reported profit on ordinary activities before taxation
Realisation of property revaluation gains of previous periods
Historical cost profit on ordinary activities before taxation
Year ended
Year ended
31 March 1999 31 March 1998
£000
£000
16,145
(1,175)
19,850
14,610
(2,322)
23,557
34,820
35,845
1999
£000
20,044
3,193
23,237
1998
£000
18,494
1,625
20,119
Historical cost (loss)/profit for the period retained
(15,468)
9,610
Reconciliation of movements in shareholders' funds
Profit for the period
Dividends paid and proposed including non-equity
Revaluation of investment property
Issue of shares
Expenses of share issue
Net addition to shareholders' funds
Opening shareholders' funds
Closing shareholders' funds
1999
£000
1998
£000
14,970
(33,631)
(18,661)
19,850
1,513
(160)
2,542
138,982
12,288
(3,903)
8,385
23,557
1,376
-
33,318
105,664
141,524
138,982
The notes on pages 24 to 40 form part of these financial statements.
22
Consolidated Cash Flow Statement
Helical Bar plc and subsidiary undertakings for the year ended 31 March 1999
Net cash inflow from operating activities
Returns on investment and servicing of finance
Taxation
Capital expenditure and financial investment
Acquisitions
Equity dividends paid
Cash flow before management of liquid resources
and financing
Management of liquid resources
Financing
Issue of shares
Increase/(decrease) in debt
(Decrease)/increase in cash
Note
22
23
23
23
24
Reconciliation of net cash flow to movement in net debt
(Decrease)/increase in cash in the year
Cash (inflow)/outflow from management of liquid resources
Cash (inflow)/outflow from change in debt
Debt arrangement expenses
Liability acquired with subsidiary
Movement in net debt in the year
Net debt 1 April 1998
Net debt 31 March 1999
Year ended
Year ended
31 March 1999 31 March 1998
£000
£000
27,969
92,969
(18,161)
(19,338)
(3,650)
(2,910)
(60,398)
(736)
-
(1,220)
(1,648)
(1,745)
(55,888)
67,020
10,110
(45,219)
1,352
33,324
1,376
(22,599)
(11,102)
578
1999
£000
(11,102)
(10,110)
(33,324)
(256)
-
1998
£000
578
45,219
22,599
(301)
(11,020)
(54,792)
(119,697)
57,075
(176,772)
(174,489)
(119,697)
The notes on pages 24 to 40 form part of these financial statements.
23
Notes to Financial Statements
1. Accounting policies
The financial statements have been prepared under the historical cost convention as modified by the revaluation of investment
properties and in accordance with applicable accounting standards.The accounting policies have remained unchanged since the
previous year, except as detailed in “Implementation of new accounting standards” below.
Basis of consolidation
The group financial statements consolidate those of the company and its subsidiary undertakings drawn up to 31 March 1999.
Profits or losses on intra group transactions are eliminated in full.
Turnover
Turnover represents rental income and the proceeds from the sale of trading properties and developments. For funded
developments, turnover comprises the increase in the valuation of work during the year. Income from the sale of trading
properties is included in the profit and loss account when in the opinion of the directors a binding contract of sale exists.
Depreciation
Depreciation is calculated to write down the cost to residual value of all fixed assets, excluding investment properties, by equal
annual instalments over their expected useful lives.
The annual rates generally applicable are:
- short leasehold property
- leasehold improvements
- vehicles & office equipment
length of lease
10%
25%
Developments
The attributable profit on developments is recognised once their outcome can be assessed with reasonable certainty.
case of developments funded by institutions this profit is recognised on the letting of the developments.
In the
Stock
Stock is stated at the lower of cost and net realisable value.
Long-term contract balances included in stock are stated at cost, after provision has been made for any foreseeable losses and
the deduction of applicable payments on account.
Deferred taxation
Deferred tax is provided for under the liability method using the tax rates estimated to apply when the timing differences
reverse, and is accounted for to the extent that it is probable that a liability or asset will crystallise.
Interest capitalised on development properties
Interest costs incurred on development properties are capitalised until the earliest of:
- the date when the development becomes fully let;
- the date when the income exceeds outgoings;
- a date within two years of completion to allow for letting.
Implementation of new accounting standards
Over recent months, the Accounting Standards Board has issued a number of Financial Reporting Standards (“FRS”) and these
financial statements comply with those standards. In particular, these financial statements reflect the requirements of FRS 13 on
derivatives and other financial instruments and FRS 14 which makes certain small changes to the calculation of earnings per
share under SSAP3. In line with FRS 14 the earnings per share calculation for the year to 31st March 1998 has been
recalculated in accordance with the new basis.
24
Notes to Financial Statements
Investment property
Completed investment properties are included in the balance sheet at current market value. Any surplus arising is credited to
the revaluation reserve, any temporary deficits are netted off against the remaining balance on the reserve. In accordance with
the Statement of Standard Accounting Practice No. 19, investment properties are not depreciated but are valued by an
external valuer at least every three years. In years where an external valuation is not commissioned, a valuation is undertaken
by a suitably qualified member of the company’s staff.
This policy represents a departure from statutory accounting principles which require depreciation to be provided on all fixed
assets.The directors consider that this policy is necessary in order that the financial statements may give a true and fair view
because current values and changes in current values are of prime importance rather than the calculation of systematic annual
depreciation. Depreciation is only one of many factors affecting annual valuation and its effect cannot be quantified.
Financing costs
The costs of arranging finance for the group, including financial instruments entered into to protect against the effects of
interest rate movements, are written off to the profit and loss account over the terms of and in proportion to
the associated finance.
Goodwill
Goodwill arising on acquisition is treated as an intangible asset and the cost written off in equal instalments over its useful
economic life, estimated to be fifteen years.
Employees share ownership plan trust (the “Trust”)
Shares in Helical Bar plc owned by the Trust are stated at cost. Any deficit arising in the future between the original cost of the
shares and their net realisable value will be funded by the company.
2. Turnover and gross profit on ordinary activities before taxation
The analysis of turnover and gross profit by function is as follows:
Turnover
Gross profit
Year ended
Year ended
Year ended
Year ended
31 March 1999 31 March 1998
31 March 1999 31 March 1998
Trading property sales
Rental income
Developments
Other income and provisions
Gross profit
Central overheads
Interest payable less receivable
Profit before taxation and profit on sale of
investment properties
£000
95
21,482
96,622
3,045
£000
86,561
22,009
104,556
1,290
£000
72
18,475
21,601
(1,144)
39,004
(6,860)
(12,515)
£000
4,363
18,598
16,686
(872)
38,775
(6,904)
(14,215)
19,629
17,656
All sales were within the UK. All turnover is attributable to continuing operations.
An analysis of property assets can be found in notes 12 and 14 and the directors do not consider a further analysis of net
assets to be appropriate.
25
Notes to Financial Statements
3. Administrative expenses
Operating profit on ordinary activities is stated after:
Staff costs
Depreciation
Amortisation of goodwill
Amortisation of deferred loan arrangement expenses
Auditors' remuneration:
- audit fee
- other fees
Staff costs during the year:
- salaries
- social security costs
- other pension costs
Year ended
Year ended
31 March 1999 31 March 1998
£000
£000
5,008
221
41
256
61
82
4,132
501
375
5,008
4,888
209
-
301
56
55
4,092
439
357
4,888
With the exception of the pension contributions referred to below, other pension costs relate to payments to individual
pension plans.
The average number of employees of the group during the year was: 26 (1998 26)
Remuneration in respect of directors was as follows:
Salary/
Fees
£000
Benefits
in kind
£000
Bonus
£000
Profit on
exercise of
1999
share options Total
£000
£000
Chairman
J. P. Southwell
Non-Executive Directors
I. G. Butler
C.G.H. Weaver
(paid to a third party)
Executive Directors
M. E. Slade
N. G. McNair Scott
G. A. Kaye
P. M. Brown
43
19
19
447
162
192
162
1,044
13
-
-
24
15
14
16
82
-
-
-
-
-
-
56
19
19
850
-
850
650
1,436
189
155
-
2,757
366
1,211
828
2,350
1,780
5,256
3,438
1998
Total
£000
46
15
15
2,117
201
1,044
-
Pensions
1999
Total
£000
1998
Total
£000
-
-
-
2
330
-
-
332
-
-
-
2
290
-
-
292
The pension contributions were paid into a Small Self Administered Scheme and include £300,000 bonus paid as
contributions in respect of N.G. McNair Scott.The assets of this money purchase scheme are administered by trustees in a
fund independent from the assets of the group.
Michael Slade was the highest paid director during the year with a total remuneration, excluding pension contributions but
including the profit on exercise of share options during the year, of £2,757,000 (1998 Michael Slade £2,117,000).
26
Notes to Financial Statements
3. Administrative expenses (continued)
On 5 June 1998 the Helical Bar Profit Sharing Scheme purchased 14,000 ordinary shares in the company. On 8 June 1998
under the rules of the Scheme 14,202 shares were allocated to directors and employees of the company.
The shares allocated to the directors of the company were as follows:
M. E. Slade
N. G. McNair Scott
G. A. Kaye
P. M. Brown
4. Sale of investment properties
Sale of investment properties
Book costs (note 12)
Provision for permanent diminution in value
Profit on disposal
5. Interest payable and similar charges
On bank loans and overdrafts
Finance arrangement costs
Other interest and similar charges
Interest capitalised
6. Taxation
On group results for the year:
- UK corporation tax at 19% (1998 21%)
No. of
shares
1,176
1,176
1,176
1,176
Price
680.0p
680.0p
680.0p
680.0p
Year ended
Year ended
31 March 1999 31 March 1998
£000
£000
15,446
(14,357)
(674)
49,435
(48,597)
-
415
838
1999
£000
14,097
256
1,760
(2,088)
1998
£000
15,023
301
1,819
(1,846)
14,025
15,297
1999
£000
3,899
3,899
1998
£000
3,884
3,884
The effective tax charge for the year was reduced from 31% through the availability of capital allowances.
27
Notes to Financial Statements
7. Dividends
Attributable to equity share capital
Ordinary
- interim paid 4.00p (1998 3.50p) per share
- final proposed 6.00p (1998 5.50p) per share
Total 10.0p (1998 9.00p) per share
- special payable 100.00p (1998 nil) per share
Attributable to non-equity share capital
5.25p convertible cumulative redeemable preference shares 2012 of 70p each
- dividends paid
- dividends not yet declared
Year ended
Year ended
31 March 1999 31 March 1998
£000
£000
700
1,734
2,434
28,904
31,338
2,293
-
33,631
604
948
1,552
-
1,552
2,351
400
4,303
8. Parent company
The company has taken advantage of section 230 of the Companies Act 1985 and has not included its own profit and loss
account in the financial statements.The group profit after tax for the year includes a profit of £23,329,000 (1998 £29,127,000)
which is dealt with in the financial statements of the parent company.
9. Earnings per share
Earnings per share is based on the profit after tax and preference dividends of £12,677,000 (1998 £9,537,000) and a weighted
average of 19,014,376 (1998 17,140,758) ordinary shares of 5p each in issue during the year.
Diluted earnings per share are based on 29,552,075 (1998 28,962,534) ordinary shares of 5p, which include 10,127,830
ordinary shares representing the weighted average of the conversion of the preference shares and 409,869 ordinary shares
representing the weighted average of the exercise of share options.The diluted earnings per share for 1998 have been restated
to comply with Financial Reporting Standard 14.
10. Intangible fixed assets - goodwill
Cost
At 31 March 1999 and 31 March 1998
Depreciation
At 1 April 1998
Provision for the year
At 31 March 1999
Net book amount at 31 March 1999
Net book amount at 31 March 1998
Group
£000
617
-
41
41
576
617
The goodwill arose on acquisition of CPP Investments Limited, a 100% subsidiary of Helical Bar plc.This goodwill is being
written off in equal instalments over fifteen years.
28
Notes to Financial Statements
11. Tangible fixed assets
Group
Cost at 1 April 1998
Additions at cost
Disposals
Cost at 31 March 1999
Depreciation at 1 April 1998
Provision for the year
Eliminated on disposals
Depreciation at 31 March 1999
Net book amount at 31 March 1999
Net book amount at 31 March 1998
Company
Cost at 1 April 1998
Additions at cost
Disposals
Cost at 31 March 1999
Depreciation at 1 April 1998
Provision for the year
Eliminated on disposals
Depreciation at 31 March 1999
Net book amount at 31 March 1999
Net book amount at 31 March 1998
Short
leasehold
property &
improvements
£000
Vehicles
& office
equipment
£000
605
41
-
646
133
45
-
178
468
472
605
41
-
646
133
45
-
178
468
472
871
252
(178)
945
444
176
(122)
498
447
427
840
228
(146)
922
438
170
(114)
494
428
402
Total
£000
1,476
293
(178)
1,591
577
221
(122)
676
915
899
1,445
269
(146)
1,568
571
215
(114)
672
896
874
29
Notes to Financial Statements
12. Investment property - group
Valuation at 1 April 1998
Additions at cost
Disposals (note 4)
Permanent diminution in valuation (note 4)
Revaluation (note 21)
At 31 March 1999
Long
Leasehold
£000
42,750
199
-
-
101
43,050
Freehold
£000
Total
£000
207,968
76,721
(14,357)
(674)
19,749
250,718
76,920
(14,357)
(674)
19,850
289,407
332,457
The investment property has been valued on an open market basis at 31 March 1999 as follows:
Healey & Baker, International Real Estate Consultants
Allsop & Co, Chartered Surveyors
Knight Frank, Chartered Surveyors
King Sturge & Co. Chartered Surveyors
Directors’ valuation - investment property in course of development
£000
245,375
24,000
21,450
13,045
28,587
332,457
The net surplus arising of £19,850,000 (1998 £23,557,000) has been transferred to the revaluation reserve.
The historical cost of investment property is £258,188,000 (1998 £192,432,000).
13. Investments
Shares in subsidiary undertakings at cost
Employees' Share Ownership Plan Trust -
own shares
The movement in the year was as follows:
At 1 April 1998
Acquired during year
At 31 March 1999
Group
Company
31 March 1999 31 March 1998
31 March 1999 31 March 1998
£000
£000
-
4,359
4,359
1999
£000
1,934
2,425
4,359
-
1,934
1,934
1998
£000
-
1,934
1,934
£000
2,186
4,359
6,545
1999
£000
4,119
2,426
6,545
£000
2,185
1,934
4,119
1998
£000
2,185
1,934
4,119
Following approval at the 1997 Annual General Meeting the Company established the Helical Bar Employees’ Share Ownership
Plan Trust (the “Trust”) to be used as part of the remuneration arrangements for employees.The purpose of the Trust is to
facilitate and encourage the ownership of shares by or for the benefit of employees by the acquisition and distribution of
shares in the Company. On 5 June 1998 the Trust acquired 308,000 ordinary shares at a price of 680.0p and on 10 July 1998
the Trust acquired 50,000 ordinary shares at a price of 662.5p.The Trust currently owns 708,000 ordinary 5p shares in
the Company.
On 10 July 1998 purchase options were granted over 400,000 ordinary shares held by the Trust at an exercise price of 565.0p.
On 8 March 1999 purchase options were granted over 93,000 ordinary shares held by the Trust at an exercise price of 442.5p.
At 31 March 1999 the Trust held 9,000 ordinary shares over which no options had been granted.
30
Notes to Financial Statements
The company's principal subsidiary undertakings, all of which have been consolidated, are:
Name of undertaking
Nature of business
Percentage of ordinary
share capital held
Aycliffe and Peterlee Development Company Ltd
Aycliffe and Peterlee Investment Company Ltd*
Helical Bar (City Investments) Ltd*
Helical Bar (CL) Investments Limited*
Helical Bar Developments (South East) Ltd
Helical Bar (Wales) Limited*
Helical Properties Limited
Helical Properties Investment Limited
Intercontinental Land and Development Co. Ltd*
Helical Bar Developments Ltd
Helical Bar (Leeds) Ltd
Helical (Strand) Ltd
Helical Bar (Mansion House Place) Ltd
Helical Bar (City Developments) Ltd
Helical Bar Trustees Ltd
CPP Investments Ltd*
Helical Bar (Wood Street) Ltd
61 Southwark Street Ltd*
Helical Properties Retail Ltd
Helical Bar (CL) Ltd*
Helical Properties (Basingstoke) Ltd
CBX11 Ltd*
The Portsmouth International Festival of the Sea (1998) Ltd
Helical Properties (WSM) Ltd*
Helical Bar (Oxford) Ltd
Helical Retail Limited
Helical Retail (RBS) Limited*
Development and trading
Investment
Investment
Investment
Development and trading
Development and trading
Investment development and trading
Investment
Investment
Investment
Development
Investment
Investment
Development
Trustee of Profit Sharing Scheme
Investment
Development
Investment
Investment
Investment
Investment
Investment
Festival Organiser
Investment
Trading
Development and trading
Development and trading
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
75%
75%
75%
All principal subsidiary undertakings operate in the United Kingdom and are incorporated and registered in England
and Wales.
*Ordinary capital is held by a subsidiary undertaking.
31
Notes to Financial Statements
14. Stock and long term
contracts
Costs to date of long term contracts
Properties held as trading stock
Group
31 March 1999 31 March 1998
Company
31 March 1999 31 March 1998
£000
£000
£000
£000
27,715
7,339
35,054
14,551
10,161
24,712
31
-
31
-
-
-
Interest on capital borrowed to finance construction is included in work-in-progress to the extent of £1,697,000 (1998
£862,000). Interest capitalised during the year amounted to £2,088,000 (1998 £1,846,000).
15. Debtors
Trade debtors
Taxation
Amounts owed by subsidiary undertakings
Other debtors
Prepayments and accrued income
Group
Company
1999
£000
9,158
1,171
-
1,126
28,693
40,148
1998
£000
22,540
3,428
-
483
16,553
43,004
1999
£000
220
501
120,354
78
338
121,491
1998
£000
26
2,464
94,250
276
964
97,980
Included in prepayments and accrued income is an amount of £5,099,000 (1998 £nil) due after more than one year.
16. Creditors: amounts falling
due within one year
Bank overdrafts and term loans
Trade creditors
Taxation
Social security costs and other taxation
Other creditors
Accruals and deferred income
Dividends payable
Group
1999
£000
1998
£000
Company
1999
£000
1998
£000
31,223
32,748
5,600
84
1,005
27,364
30,638
40,170
34,292
7,608
662
149
19,182
948
128,662
103,011
10,650
139
2,906
61
-
3,502
30,638
47,896
15,308
207
2,978
78
45
3,239
948
22,803
32
Notes to Financial Statements
17. Creditors: amounts falling
due after more than
one year
Bank loans repayable within:
- 1-2 years
- 2-5 years
- after 5 years
Deferred arrangement costs
Group
31 March 1999 31 March 1998
Company
31 March 1999 31 March 1998
£000
£000
£000
£000
2,035
34,275
152,746
189,056
(1,480)
2,325
8,834
135,484
146,643
(1,620)
-
20,000
-
20,000
(142)
-
-
15,660
15,660
(158)
187,576
145,023
19,858
15,502
Bank overdrafts and term loans in creditors falling due within one year and after one year are secured against properties held
by subsidiary undertakings to the value of £347,533,000 (1998 £242,771,000).These will be repayable when the underlying
properties are sold.
18. Financing and financial instruments
Short term debtors and creditors
Short term debtors and creditors have been excluded from all the following disclosures.
Bank overdraft and loans - maturity
After 5 years
From 2-5 years
From 1-2 years
Deferred arrangement costs
Due after more than one year
Due within one year
1999
£000
1998
£000
152,746
34,275
2,035
189,056
(1,480)
187,576
31,223
135,484
8,834
2,325
146,643
(1,620)
145,023
40,170
218,799
185,193
The group has various undrawn committed borrowing facilities.The facilities available at 31 March 1999 in respect of which all
conditions precedent had been met were as follows:
Expiring in one year or less
Expiring in more than one year but not more than two years
Expiring in more than two years
Gearing
Total borrowings
Cash
Net borrowings
Gearing
£000
33,403
14,025
6,646
54,074
1999
£000
218,799
(44,310)
1998
£000
185,193
(65,496)
174,489
119,697
123%
85%
33
Notes to Financial Statements
18. Financing and financial instruments (continued)
31 March 1999
Expiry
£000
%
31 March 1998
Expiry
Interest rates
Fixed rate borrowings
- fixed
- fixed
- fixed
- swaps
- swaps
Weighted average
Floating rate borrowings
%
11.419
9.050
8.625
8.335
7.228
Nov. 2013
Feb. 2009
Sept. 2001
June 2000
July 1999
8.000
Oct. 2001
Total borrowings
Deferred arrangement costs
Provision for loan redemption charge
Floating rate borrowings bear interest at rates based on LIBOR.
11.419
9.050
8.625
8.335
7.228
Nov. 2013
Feb. 2009
Sept. 2001
June 2000
July 1999
8.000
Oct. 2001
8,500
10,239
20,000
14,200
74,500
127,439
90,320
217,759
(1,480)
2,520
218,799
Hedging
In addition to the fixed rates, borrowings are also hedged by the following financial instruments:
Instrument
Value
£000
Rate
%
Commencement
Current
- cap
- cap
- cap
Forward
- cap
- cap
- collar
- collar
12,500
12,500
40,000
30,000
50,000
80,000
80,000
9.000
8.500
8.500
9.150
9.050
4.830-7.500
4.730-6.500
-
-
-
July 1999
July 1999
Jan. 2001
July 1999
£000
8,500
10,523
20,000
14,200
74,500
127,723
56,570
184,293
(1,620)
2,520
185,193
Expiry
June 1999
June 1999
July 1999
Jan. 2001
Jan. 2001
Jan. 2006
Jan. 2006
Fair value of financial assets and financial liabilities
Borrowings
Interest rate swaps
Other financial instruments
31 March 1999
Book
Value
£000
220,279
-
(203)
Fair
Value
£000
222,526
1,305
995
220,076
224,826
The fair value of financial assets is the book value. The fair value of financial liabilities represents the mark to market valuation
at 31 March 1999.
34
Notes to Financial Statements
19. Deferred taxation
A provision for deferred tax is not considered
to be necessary.
Amounts unprovided are:
- unrealised capital gains
- accelerated capital allowances
- other timing differences
- tax losses
Group
31 March 1999 31 March 1998
Company
31 March 1999 31 March 1998
£000
£000
£000
£000
15,456
1,560
1,406
(6,797)
11,625
11,780
5,340
2,150
-
19,270
-
-
33
-
33
-
-
35
-
35
The amounts unprovided represent contingent liabilities at the balance sheet date and are calculated using a tax rate of 30%.
No provision has been made for taxation which would accrue if the investment properties were disposed of at their revalued
amounts.The amount unprovided is shown above under unrealised capital gains.
20. Share capital
Authorised
- 34,000,000 (1998 34,000,000) ordinary shares of 5p each
- 45,996,768 (1998 45,996,768) 5.25p convertible cumulative
redeemable preference shares 2012 of 70p each
Allotted, called up and fully paid at 31 March 1999
Attributable to equity interests:
- 29,611,697 (1998 17,593,637) ordinary shares of 5p each
Attributable to non equity interests:
- 20,088 (1998 43,728,585) 5.25p convertible cumulative
redeemable preference shares 2012 of 70p each
1999
£000
1,700
32,198
33,898
1998
£000
1,700
32,198
33,898
1,481
880
14
1,495
30,610
31,490
Prior to the additional conversion date of 16 February 1999, referred to below, preference shareholders had the right to
convert their shares into ordinary shares at the rate of approximately 25.65 ordinary shares for every 100 convertible
preference shares. On 1 September 1998, 95,731 preference shares were converted into 24,555 ordinary shares.
Following shareholder approval at the Extraordinary General Meeting held on 10 February 1999, the Articles of Association
were amended to allow preference shareholders an additional conversion date of 16 February 1999 at an enhanced
conversion rate of 26.365 ordinary shares for every 100 convertible preference shares. Conversion on that date enabled
preference shareholders to benefit from the 100p special dividend payable to ordinary shareholders on the shareholders
register on 5 March 1999 (the 'record date').The company received conversion notices representing over 95% of preference
shares and, in accordance with its rights under the Articles, exercised its right to require the remaining preference shareholders
to convert or elect for redemption of their shares by 3 March 1999. On this date 7 shareholders representing 20,088 had
elected for their shares to be redeemed, such redemption occurring on 12 April 1999.The remaining preference shares were
converted into ordinary shares which, together with those preference shares previously converted, represented over 99.9% of
preference shares issued.
35
Notes to Financial Statements
20. Share capital (continued)
Share Options
At 1 April 1998 options over 1,860,000 ordinary shares in the company had been granted to directors and employees under
the company's Share Option Schemes. During the year options over 495,000 ordinary shares were exercised and options to
subscribe for 1,602,000 new shares were granted. In addition, options to purchase 493,000 shares from the Helical Bar
Employees' Share Ownership Plan Trust were granted. Options over 3,460,000 ordinary shares in the company at
31 March 1999 were as follows:
Senior executive 1988 share option scheme
Subscription options
Option period ending:
- 9 March 2004
- 20 October 2004
- 10 July 2007
- 28 September 2007
- 26 November 2007
Purchase Options
Option period ending:
- 26 November 2004
- 9 July 2005
Helical Bar 1999 Share Option Scheme
Subscription options
Option period ending
- 7 March 2009
Purchase options
Option period ending
- 7 March 2009
Helical Bar 1999 Approved Share Option Scheme
Subscription options
Option period ending
- 7 March 2009
Exercise price
per share
p
Number
of shares
273.0
252.0
412.5
467.5
452.5
452.5
565.0
100,000
200,000
365,000
100,000
394,000
206,000
400,000
442.5
1,547,768
442.5
93,000
442.5
54,232
3,460,000
At the EGM held on 10 February 1999 shareholders approval was obtained to reduce the exercise price per share of
outstanding options by an amount equal to the special dividend of 100p per share announced on 18 January 1999.This
reduction is reflected in the exercise price of options noted above.This adjustment to the exercise price compensated option
holders for the effects of the special dividend.
36
Notes to Financial Statements
20. Share capital (continued)
The directors' interests in these Share Option Schemes during the year were as follows:
Senior executive 1988 share option scheme
At start
of year
Number of options
exercised
granted
At end
of year
Exercise
price
Market price Date from
at date of
exercise
which
exercisable
Subscription Options
M E Slade
N G McNair Scott
G A Kaye
P M Brown
Purchase Options
M E Slade
N G McNair Scott
P M Brown
400,000
394,000
30,000
250,000
100,000
200,000
100,000
6,000
400,000
50,000
100,000
-
-
-
-
-
-
-
-
-
-
-
(400,000)
-
(30,000)
-
-
-
-
-
-
-
-
-
394,000
-
250,000
100,000
200,000
100,000
6,000
400,000
50,000
100,000
321.0p
452.5p
71.0p
412.5p
273.0p
252.0p
467.5p
452.5p
565.0p
452.5p
452.5p
680.0p
-
535.0p
-
-
-
-
-
-
-
-
-
26.11.02
-
10.07.02
10.03.99
21.10.99
29.09.02
26.11.01
10.07.02
26.11.01
26.11.01
Expiry
date
-
26.11.07
-
10.07.07
09.03.04
20.10.04
28.09.07
26.11.04
10.07.05
26.11.04
26.11.04
Ordinary 1986 share option scheme
N G McNair Scott
G A Kaye
At start
of year
15,000
50,000
Number of options
exercised
(15,000)
(50,000)
granted
-
-
At end
of year
-
-
Exercise
price
204.0p
352.0p
Market price Date from
at date of
exercise
535.0p
662.5p
which
exercisable
-
-
Expiry
date
-
-
Helical Bar 1999 Share Option Scheme
At start
of year
Number of options
exercised
granted
At end
of year
Exercise
price
Market price Date from
at date of
exercise
which
exercisable
Subscription options
M E Slade
N G McNair Scott
G A Kaye
P M Brown
Purchase options
N G McNair Scott
G A Kaye
-
-
-
-
-
-
493,221
235,221
393,221
293,221
43,000
50,000
-
-
-
-
-
-
493,221
235,221
393,221
293,221
43,000
50,000
442.5p
442.5p
442.5p
442.5p
442.5p
442.5p
-
-
-
-
-
-
Expiry
date
07.03.09
07.03.09
07.03.09
07.03.09
08.03.04
08.03.04
08.03.04
08.03.04
08.03.03
08.03.03
07.03.06
07.03.06
Helical Bar 1999 Approved Share Option Scheme
M E Slade
N G McNair Scott
G A Kaye
P M Brown
At start
of year
-
-
-
-
Number of options
exercised
-
-
-
-
granted
6,779
6,779
6,779
6,779
At end
of year
6,779
6,779
6,779
6,779
Exercise
price
442.5p
442.5p
442.5p
442.5p
Market price Date from
at date of
exercise
-
-
-
-
which
exercisable
08.03.02
08.03.02
08.03.02
08.03.02
Expiry
date
07.03.99
07.03.99
07.03.99
07.03.99
There have been no changes in the above directors’ interests in the period to 15 June 1999.
The market price of the ordinary shares at 31 March 1999 was 485.0p (1998 587.5p).This market price varied between
437.5p and 687.5p during the year.
37
Notes to Financial Statements
21. Share premium
and reserves
Group
At 1 April 1998
Loss retained
Revaluation of investment property
Realised on disposals
Permanent diminution in investment
property valuation
Premium on conversion of preference
shares
Premium on exercise of share options
Expenses of share issue
Share
premium
account
£000
Capital
redemption
reserve
£000
Other non-
distributable
reserves
£000
Revaluation
reserve
£000
Profit
& loss
account
£000
3,160
-
-
-
-
30,021
1,487
(160)
7,081
-
-
-
-
-
-
-
291
-
-
-
-
-
-
-
61,435
-
19,850
(3,193)
35,525
(18,661)
-
3,193
856
(856)
-
-
-
-
-
-
At 31 March 1999
34,508
7,081
291
78,948
19,201
Company
At 1 April 1998
Loss retained
Premium on conversion of
preference shares
Premium on exercise of share options
Expenses of share issue
3,160
-
30,021
1,487
(160)
7,081
-
1,987
-
-
-
-
-
-
-
At 31 March 1999
34,508
7,081
1,987
-
-
-
-
-
-
57,737
(10,302)
-
-
-
47,435
22 . Reconciliation of operating profit to net cash
inflow from operating activities
Operating profit
Depreciation of fixed assets
Write down of fixed assets held for resale
Loss on sale of fixed assets
Amortisation of goodwill
Decrease/(increase) in debtors
Increase in creditors
(Increase)/decrease in stocks
Year ended
Year ended
31 March 1999 31 March 1998
£000
£000
32,144
221
500
10
41
599
2,708
(8,254)
31,871
209
922
17
-
(16,566)
11,821
64,695
Net cash inflow from operating activities
27,969
92,969
38
Notes to Financial Statements
23. Analysis of cash flows for headings netted in
the cash flow statement
Return on investments and servicing of finance
Interest received
Interest paid
Non-equity dividends paid
Taxation
Tax received
Tax paid
Capital expenditure and financial investment
Purchase of property
Sale of property
Purchase of tangible fixed assets
Sale of fixed assets
Purchase of fixed asset investment
Year ended
Year ended
31 March 1999 31 March 1998
£000
£000
1,510
(15,482)
(4,189)
1,082
(16,483)
(3,937)
(18,161)
(19,338)
-
(3,650)
48
(2,958)
(3,650)
(2,910)
(73,172)
15,446
(293)
46
(2,425)
(66,253)
68,075
(690)
66
(1,934)
(60,398)
(736)
24. Analysis of net debt
Cash at bank
Bank overdraft
Debt due within one year
Debt due after more than one year
less: arrangement expenses
At
1 April 1998
£000
Cash Flow
£000
Other non
cash changes
£000
At
31 March 1999
£000
65,496
(43)
(21,186)
(26)
65,453
(21,212)
(40,127)
(146,643)
1,620
8,973
(42,413)
116
-
-
-
-
-
(256)
44,310
(69)
44,241
(31,154)
(189,056)
1,480
(185,150)
(33,324)
(256)
(218,730)
Total
(119,697)
(54,536)
(256)
(174,489)
39
Notes to Financial Statements
25. Contingent liabilities
The company has entered into cross guarantees in respect of the banking facilities of its subsidiaries.The company has also
entered into interest rate floors on £80 million at 4.83% from January 2001 to January 2006, and on a further £80 million at
4.73% from July 1999 to January 2006.
Other than these contingent liabilities and the deferred tax referred to in note 19 there were no contingent liabilities at
31 March 1999 (1998 Nil).
26. Capital commitments
At 31 March 1999 nil (1998 Nil).
27. Post balance sheet events
On 4 June 1999 Helical Bar plc completed the acquisition of Glenlake Ltd, a property investment company owning 60 Sloane
Avenue, London, SW3 for £11.9 million.
40
Ten Year Review
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N
41
Notice of Annual General Meeting
Notice is hereby given that the seventy-ninth
Annual General Meeting of the Company will be
held at The Westbury, Conduit Street at New
Bond Street, London W1A 4UH on Wednesday
21 July 1999 at 11.30 a.m. for the following
purposes
As ordinary business
1. To receive and consider the directors' report
and the financial statements for the year ended
31 March 1999.
2. To declare a final dividend of 6p per ordinary
share of 5p.
3. To re-elect Mr J P Southwell, who retires by
rotation, as a director of the Company.
4. To re-elect Mr C G H Weaver, who retires by
rotation, as a director of the Company.
5. To re-appoint Grant Thornton as auditors to
the Company and to authorise the directors to
fix their remuneration.
As special business
To consider and, if thought fit, to pass the following
resolutions of which resolutions 6, 7 and 8 will be
proposed as ordinary resolutions and resolution 7
will be proposed as a special resolution:
6. That the authorised share capital of the
Company be and it is hereby increased to
£40,126,626.60 by the creation of 11,000,000
ordinary shares of 5p each ranking pari passu in
all respects with the existing ordinary shares of
the Company.
7. That the directors be and they are hereby
generally and unconditionally authorised,
pursuant to Section 80 of the Companies Act
1985, to exercise all powers of the company to
allot relevant securities (as defined in Section
80 of that Act) of an aggregate nominal amount
of £493,528 provided that this authority shall
expire on 20 July 2004 save that the company
may before said expiry make an offer or
agreement which would or might require
relevant securities to be allotted after such
expiry and the directors may allot relevant
securities in pursuance of such offer or
agreement as if the authority conferred hereby
had not expired.
8. That the directors be and are hereby
empowered, pursuant to Section 95 of the
Companies Act 1985, to allot equity securities
for cash (as defined in Section 94 of the Act)
pursuant to the authority conferred by
Resolution 6 above as if Section 89 of that Act
did not apply to any such allotment provided
that this power shall be limited to:
a) the allotment of equity securities for cash in
connection with a rights issue in favour of
ordinary shareholders on the register of
members at such record date or dates as the
directors may determine for the purposes of
the issue where the equity securities
respectively attributable to the interests of all
ordinary shareholders are proportionate (as
nearly as may be) to their respective
entitlements at such record date or dates so
determined provided that the directors may
make such arrangements in respect of overseas
shareholders and in respect of fractional
entitlements as they consider necessary or
expedient; and
b) the allotment (otherwise than pursuant to
sub-paragraph (a) above) of equity securities
for cash up to an aggregate maximum nominal
amount of £74.029;
and shall expire at the conclusion of the next
Annual General Meeting of the Company after the
passing of this resolution, or on 30 September
2000, if earlier, save that the Company may before
such expiry make an offer or agreement which
would or might require equity securities to be
allotted after such expiry and the directors may
allot equity securities in pursuance of such offer or
agreement as if the power conferred hereby had
not expired.
9. That the Company is hereby generally and
unconditionally authorised to make market
purchases (within the meaning of Section 163
of the Companies Act 1985) of ordinary shares
of 5p each in the capital of the Company
('ordinary shares') provided that:
a) the maximum number of ordinary shares
hereby authorised to be purchased is
2,961,169;
b) the maximum price which may be paid for
an ordinary share is an amount equal to 105
per cent of the average of the middle market
quotations for an ordinary share as derived
from The Stock Exchange Daily Official List for
the 5 business days immediately preceding the
day on which the ordinary share is purchased;
42
Notice of Annual General Meeting
c) the minimum price which may be paid for
an ordinary share is 1p;
d) the authority hereby conferred shall be in
lieu of any existing authority conferred by
ordinary resolution to purchase ordinary shares
(but without prejudice to any purchase of
ordinary shares previously made pursuant to
such authority);
e) the authority hereby conferred shall expire
at the conclusion of the next Annual General
Meeting of the Company after the passing of
this resolution, or 30 September 2000 ,
whichever is the earlier, unless such authority is
renewed prior to such time; and
f) the Company may make a contract to
purchase the ordinary shares under the
authority hereby conferred prior to the expiry
of such authority which will or may be executed
wholly or partly after the expiry of such
authority and may make a purchase of ordinary
shares in pursuance of any such contract.
By order of the Board
T J Murphy
Secretary
28 June 1999
Registered Office
11/15 Farm Street
London W1X 8NP
Registered No. 156663
43
a) Holders of Ordinary Shares are entitled to
attend and vote on all the resolutions proposed at
the Annual General Meeting.
If
b) Any member entitled to attend and vote is
entitled to appoint one or more proxies to attend
and, on a poll, vote instead of him. Any such
proxy need not be a member of the Company.
you are unable to attend the Annual General
Meeting please complete and return, the white
form of proxy so as to reach IRG plc, Proxy
Department, Bourne House, 34 Beckenham Road,
Beckenham, Kent BR3 4BR as soon as possible and
in any event so as to reach there not later than 48
hours before the time appointed for holding the
meeting.
c) Copies of the directors’ contracts of service
will be available at the registered office of the
Company during normal business hours on any
weekday (Saturday and public holidays excluded)
from the date of this notice until the date of the
meeting and will then be available for inspection at
the place of the meeting 15 minutes prior to and
during the meeting.
d) The register of directors’ shareholdings and
transactions will be available for reference at the
commencement of and during the continuance of
the meeting.
e) Completion of the form of proxy will not
preclude a person from attending and voting in
person.
f) Entitlement to attend and vote at the meeting
will be determined by reference to the Register of
Members of the Company at midnight on
19 July 1999.
Notes
44
Financial Calendar
Year ended 31 March 1999
Annual General Meeting to be held
Final ordinary dividend payable
Special dividend - final 50p payable
21 July 1999
23 July 1999
29 October 1999
Half year ending 30 September 1999
Results and interim ordinary dividend announced
Interim ordinary dividend payable
November 1999
January 2000
Year ending 31 March 2000
Results and final dividend announced
Final ordinary dividend payable
June 2000
July 2000
Designed and produced by Milton PDM, Windsor. Printed by Newgate Press Ltd.