TIDMDNE
RNS Number : 4988S
Dunedin Enterprise Inv Trust PLC
18 March 2016
18 March 2016
For release 18 March 2016
Dunedin Enterprise Investment Trust PLC ("the Company")
Year ended 31 December 2015
Dunedin Enterprise Investment Trust PLC, the private equity
investment trust which specialises in investing in mid-market
buyouts, announces its results for the year ended 31 December
2015.
Financial Highlights:
-- Net asset value total return flat in the year to 31 December 2015
-- Realisations of GBP3.3m in the year
-- New investment of GBP14.5m in the year
-- Proposals put to shareholders for managed wind-down
-- Realisation of CitySprint post year end at 2.75 times cost
-- New investment post year end of GBP7.0m in Alpha
-- Interim dividend of 16p per share for the year ended 31 December 2016
Comparative Total Return Performance
FTSE
Small
Cap
(ex Inv
Year to 31 December Net Asset Share Cos)
2015 value(*1) price Index
--------------------- ----------- ------- ---------
One year 0.0% -7.5% 13.0%
Three years 0.0% -16.4% 58.2%
Five years 12.0% 23.0% 82.9%
Ten years 39.6% -6.4% 75.7%
(*1) - taken from 31 October 2005 for ten years
For further information please contact:
Graeme Murray Corinna Osborne / Emily Weston
Dunedin LLP Equity Dynamics
0131 225 6699 07825 326 440 / 07825326442
0131 718 2310 corinna@equitydynamics.co.uk
07813 138367 emily@equitydynamics.co.uk
Chairman's Statement
In the year to 31 December 2015 your Company's net asset value
per share was largely unchanged at 505.8p. After allowing for last
year's final dividend of 4.7p, the total return to shareholders was
0.0%, while the share price total return was -7.5%. This represents
another period of disappointing performance.
On 8 February 2016 we announced the successful realisation of
our largest investment, CitySprint, the same-day delivery business,
for 2.75x our original investment. Further details of this
transaction appear below. At the same time we announced that the
Board had decided that it would be in the interests of shareholders
for your Company to be wound down in an orderly process over time.
This decision was taken after consulting the largest shareholders
and our professional advisers. A separate circular will be posted
to shareholders with the Annual Report containing further
information on these proposals, on which shareholders will be asked
to vote.
Following this combined announcement, the share price reacted
positively, increasing by some 14% to 335p. The share price at 17
March 2016 stands at 331p, a discount of 35% to the net asset value
of 505.8p per share.
Portfolio
There was one new investment during the year. An investment of
GBP4.9m was made in Blackrock Programme Management which provides
independent expert witness and construction consulting services for
large, international projects. Follow-on investments were also made
into RED, Premier Hytemp and Steeper.
Trading performance of the portfolio has again been mixed.
Valuation uplifts were achieved by CitySprint, Hawksford, the
fiduciary services business, and Kee Safety, the provider of safety
equipment. Each of these businesses is trading well as a result of
growth, achieved both organically and by acquisition. As EV and
Premier Hytemp supply services to the oil industry, trading at both
has been significantly impacted by the reduction in the price of
oil. Both are actively reducing their cost base to align this more
closely to market conditions. Pyroguard has been impacted by
production difficulties during the year at its French site, which
have now been resolved.
Since the year end the Company has made a significant
realisation as well as a new investment.
On 18 February 2016 the Company achieved a partial realisation
of CitySprint through a sale to LDC. On completion Dunedin
Enterprise received proceeds totalling GBP26.1m of which GBP22.8m
is capital and GBP3.3m is loan interest. A total of GBP7.3m has
been rolled into a CitySprint "Newco" alongside LDC for a 5%
interest, resulting in net cash proceeds received of GBP18.8m by
Dunedin Enterprise. The overall return to Dunedin Enterprise at 18
February 2016 was 2.75 times the original investment of GBP9.8m
over five years.
On 5 February 2016 a new investment of GBP7.0m was made in Alpha
Financial Markets. Alpha is the leading global asset and wealth
management consulting firm. Founded in London in 2003, Alpha has
grown rapidly and is now the global market leader in providing
specialist consultancy services to blue chip asset managers and
their third party administrators.
Dividends
In the year to 31 December 2015 income received by the Company
fell as a result of there being no significant realisations. It is
therefore proposed not to pay a final dividend for the year ended
31 December 2015. However, following the partial realisation of
CitySprint in February 2016, which generated a receipt of GBP3.3m
of income, it is proposed that an interim dividend for the year
ended 31 December 2016 of 16p per share be paid on 18 May 2016.
Share Buy-back
As reported at the half year, a share buy-back was undertaken
for 1.1% of the Company's share capital. The share buy-back cost
GBP0.7m and was undertaken at 309.8p, a 39% discount to the latest
announced net asset value per share, following weakness in the
share price as a result of the Company's removal from the FTSE
All-Share Index due to a reduction in its market capitalisation.
This required shareholders who were index tracker funds to dispose
of their shares. Cantor, the Company's broker, was able to place
the majority of these shares in the market with the Company
undertaking a share buy-back for the balance.
Board changes
As already set out in the Interim Report, I am pleased that
Angela Lane has joined the Board. She was appointed to the Board on
1 June 2015. Angela has worked in private equity for a number of
years and her skills and experience will be of great benefit to the
Board.
Liz Airey, having been a member of the Board since 1 January
2005, will retire from the Board at the AGM in May 2016. In
addition to being a Director of the Company, Liz Airey has also
chaired the Audit Committee since 2009 and has been the Senior
Independent Director since 2012. I should like to thank her, on
behalf of shareholders, for her very substantial contribution to
the Company over the years. We have been fortunate to have had
access to her expertise and wish her well for the future.
Angela Lane will chair the Audit Committee with effect from 17
March 2016. Federico Marescotti will take over the duties of Senior
Independent Director with effect from the AGM in May 2016.
Outlook
Proposals regarding a managed wind-down of the Company will be
posted to shareholders with the Annual Report and voted upon at a
General Meeting following the Annual General Meeting.
Subject to the shareholder vote, your Company will begin a new
phase with the winding down of its activities and the realisation
of its assets over time, aiming to maximise value for
shareholders.
The June vote on the UK's membership of the EU is likely to lead
to a period of uncertainty. However, the environment continues to
be favourable for realising good private equity assets and
particularly those which offer the potential for strong profit
growth. The investment portfolio is relatively mature and a number
of our investee companies offer interesting prospects for
realisation.
Duncan Budge
Chairman
17 March 2016
Manager's Review
In the year to 31 December 2015 the net asset value per share
has declined from 510.6p to 505.8p. After taking account of a final
dividend for 2014 of 4.7p (paid in 2015), the movement in the year
equates to a total return of 0.0%.
The Trust's net asset value decreased from GBP106.6m to
GBP104.4m over the year. This movement is stated following a share
buyback of GBP0.7m and dividend payments totalling GBP1.0m.
This movement in net assets can be explained as follows:
GBPm
------------------------------------------ ------
Net asset value at 1 January 2014 106.6
Unrealised value increases 15.6
Unrealised value decreases (12.3)
Realised loss over opening valuation (*1) (2.3)
Share buy-back (0.7)
Dividends paid to shareholders (1.0)
Other revenue and capital movements (1.5)
------------------------------------------ ------
Net asset value at 31 December 2015 104.4
------------------------------------------ ------
*(1) - there were drawdowns totalling GBP2.3m made during the
year by Dunedin managed funds for management fees and operating
expenses.
Share Buy-back
In June 2015 Dunedin Enterprise no longer qualified for
inclusion in the FTSE All-Share Index due to a reduction in the
market capitalisation of the Company. This resulted in a number of
tracker funds being required to dispose of their shareholding
within a short period of time, resulting in downward pressure on
the share price. The majority of these shares were placed with the
assistance of the Company's brokers. The balance of shares
remaining (GBP0.7m) were bought back by the Company at a price of
309.8p, a discount of 39% to the net asset value as at 31 December
2014.
Portfolio Composition
(MORE TO FOLLOW) Dow Jones Newswires
March 18, 2016 03:00 ET (07:00 GMT)
Dunedin Enterprise makes investments in unquoted companies
through Dunedin either directly or via its managed funds. In the
past the Company has made commitments to funds managed by third
parties. The last such commitment was made in 2009 and, following
the policy change in November 2011, no further commitments will be
made to funds managed by third parties.
The investment portfolio can be analysed as shown in the table
below.
Valuation Additions Valuation
at 1 January in Disposals Realised Unrealised at 31 December
2015 year in year movement movement 2015
GBP'm GBP'm GBP'm GBP'm GBP'm GBP'm
-------------------- ------------- --------- --------- --------- ---------- ---------------
Dunedin managed 84.0 10.3 (1.8) (2.3) 2.9 93.1
Third party managed 13.2 4.2 (1.5) - 0.4 16.3
-------------------- ------------- --------- --------- --------- ---------- ---------------
97.2 14.5 (3.3) (2.3) 3.3 109.4
-------------------- ------------- --------- --------- --------- ---------- ---------------
New Investment Activity
A total of GBP14.5m was invested in the year to 31 December
2015. Of this total, GBP10.3m was invested in Dunedin managed funds
and GBP4.2m was drawn down by European third party funds.
In March 2015 an investment of GBP4.9m was made in Blackrock
Programme Management ("Blackrock PM"). Blackrock PM is a
professional services firm that provides independent expert witness
and construction consulting services for large, international
construction projects. The company is headquartered in London and
is widely recognised as a market leader, employing individual
directors who are experts in their field. Blackrock PM has worked
on an extensive range of projects around the globe including
airports, roads, railways, power stations, process plants,
manufacturing facilities, health and educational facilities and
commercial buildings.
During the year three follow-on investments were made. A further
investment of GBP2.5m was made in RED, the IT staffing business, to
assist with working capital and a re-setting of bank covenants.
There was a follow-on investment of GBP0.3m made in Premier Hytemp,
the provider of components to the oil and gas industry. Premier
Hytemp's products are utilised in oil exploration. This area of the
oil sector has been hit particularly hard by the reduction in the
price of oil and the company required additional funding to support
ongoing working capital requirements. Your Manager is working
closely with the management of Premier to ensure that the cost base
of the company matches expected future revenues.
A further GBP0.3m was invested in Steeper, the provider of
prosthetic, orthotic and assistive technology products and
services, to assist with a factory improvement programme. The
company, which operates from factories in Leeds, was subsequently
hit by the recent flooding in the north west of England causing
significant damage to the operating capabilities of the business.
The company is currently re-evaluating its strategic options but in
the meantime is being assisted by insurance payments covering both
damage to property and plant & machinery as well as business
interruption.
Following the year end, in February 2016 an investment of
GBP7.0m was made in Alpha Financial Markets ("Alpha"). Founded in
London in 2003, Alpha has grown rapidly and is now the global
market leader in providing specialist consultancy services to blue
chip asset and wealth managers and their third party
administrators. Alpha has over 200 consultants deployed across six
major financial centres (London, Paris, New York, Boston, The Hague
& Luxembourg), working on behalf of more than 130 top asset and
wealth management clients. Alpha currently advises three quarters
of the top 50 global asset managers.
Within the European funds, GBP2.7m was drawn down by Realza
Capital and GBP1.5m by Innova/5.
Realza made two new investments in the year. In March 2015 an
investment of GBP1.4m was made in Litalsa, a provider of packaging
finishes. Realza also invested GBP1.3m in Cualin Quality, a leading
producer of premium tomatoes.
Innova made one new investment in the year. In December 2015 an
investment of GBP1.2m was made in Pekaes S.A. Pekaes is one of the
leading integrated logistics operators in Poland. Its services are
delivered through a fully outsourced fleet.
Realisations
During the year a total of GBP3.3m was generated from portfolio
realisations. GBP1.7m was realised from Enrich following the
successful outcome of the court case against the vendor of the
business.
A total of GBP1.0m was returned from Innova/5. This was
primarily the result of a successful IPO of the internet portal
service provider Wirtualna Polska on the Polish stock exchange with
a partial realisation of the stock on flotation. A further
distribution of GBP0.4m was made by Realza as a result of strong
cash generation by GTT, the provider of management services to
local public entities in Spain.
Following the year end, in February 2016, the investment in
CitySprint was partially realised. On completion Dunedin Enterprise
received proceeds totalling GBP26.1m of which GBP22.8m is capital
and GBP3.3m is loan interest. A total of GBP7.3m has been rolled
into a CitySprint Newco alongside LDC, resulting in net cash
proceeds received of GBP18.8m by Dunedin Enterprise. Dunedin
Enterprise retains a 5% interest in the Newco. The overall return
to Dunedin Enterprise at 18 February 2016 was 2.75 times the
original investment of GBP9.8m over five years.
Cash and commitments
As at 31 December 2015 the Company had cash and near cash
balances of GBP0.6m all of which are denominated in Sterling. The
Company has a revolving credit facility with Lloyds of GBP20m of
which GBP4.7m was drawn at the year end. The net cash position of
the Company at the year end was therefore overdrawn by GBP4.1m.
During the year the availability of the GBP20m facility from Lloyds
was extended to 31 May 2018.
Following the sale of CitySprint and after taking account of the
investment in Alpha, other follow-on investments and operating
expenses, the Company has net cash of GBP4.6m.
At 31 December 2015 the Company had undrawn commitments
totalling GBP50.2m. Following the investment activity in 2016 noted
above, as at the date of this report the Company had undrawn
commitments to Dunedin managed funds of GBP35.7m and a further
EUR6.0m (GBP4.4m) of undrawn commitments to the two remaining
European funds. It is expected that GBP21m of the total outstanding
commitments will ultimately be drawn over the remaining life of the
funds.
Unrealised movements in valuations
In the year to 31 December 2015 there were valuation uplifts
generated from the following investments: CitySprint (GBP7.2m),
Hawksford (GBP4.2m) and Kee Safety (GBP2.1m).
The valuation of CitySprint has been based upon the value of the
transaction completed in February 2016.
The maintainable earnings of Hawksford have increased by 6%
during the year and net external debt has been reduced by GBP3.4m.
The EBITDA multiple applied to the valuation has been increased
from 7x to 8.5x to reflect recent transactions in the sector, where
multiples of 9x - 10x have been paid.
The maintainable earnings of Kee Safety have increased by 25%
during the year, generated from both organic growth and the bolt-on
acquisition of five companies based in the UK, Ireland Holland and
the US. The acquisitions have resulted in an increase in net bank
debt of GBP5.4m.
The most significant valuation reductions in the year to 31
December 2015 were at EV (GBP4.9m), Premier Hytemp (GBP2.7m) and
Pyroguard (GBP1.5m).
The maintainable earnings of both EV and Premier Hytemp have
been impacted by the reduced oil price and the consequent reduced
level of demand and lower margins. Premier Hytemp supplies the oil
exploration sector whilst EV primarily supplies the production side
of the oil industry. Both companies have taken actions to
significantly reduce their cost base in light of the prevailing
market conditions. EV has been valued on an earnings basis whilst
Premier Hytemp is valued on a discounted net assets basis.
The maintainable earnings of Pyroguard have decreased by 19%
during the year. The company has experienced production
difficulties at its French operation which resulted in
reworking/wastage costs and product discounting. The production
problems in France have now been resolved.
The majority of portfolio companies are budgeting an increase in
maintainable earnings during 2016.
A provision of GBP1.4m has also been established during the year
for carried interest arising in the Equity Harvest Fund. This 2002
limited partnership fund has a hurdle rate of 7% which was achieved
during the year following a period of valuation growth of its
investment portfolio.
Included within portfolio company valuations is accrued interest
of GBP11.6m (GBP9.1m), of which GBP3.2m relates to CitySprint.
Valuations and Gearing
The average earnings multiple applied in the valuation of the
Dunedin managed portfolio was 8.4x EBITDA (2014: 7.6x), or 9.8x
EBITA (2014: 9.3x). These multiples continue to be applied to
maintainable profits.
The basis for the valuation of Weldex has been changed from an
earnings to an assets basis. In deriving a valuation for Weldex the
assets of the company have been valued at book value. An assets
basis of valuation is commonly used to value plant hire
businesses.
(MORE TO FOLLOW) Dow Jones Newswires
March 18, 2016 03:00 ET (07:00 GMT)
Within the Dunedin managed portfolio, the weighted average
gearing of the companies was 2.3x EBITDA (2014: 2.2x) or 2.6x EBITA
(2014: 2.7x). Analysing the portfolio gearing in more detail, the
percentage of investment value represented by different gearing
levels was as follows:
Less than 1 x EBITDA 14%
Between 1 and 2 x EBITDA 58%
Between 2 and 3 x EBITDA 15%
More than 3 x EBITDA 13%
Of the total acquisition debt in the Dunedin managed portfolio
companies the scheduled repayments are spread as follows:
Less than one year 25%
Between one and two years 33%
Between two and three years 9%
More than 3 years 33%
Fund Analysis
The table below analyses the investment portfolio by investment
fund vehicle.
%
------------------------
Direct 9
Dunedin Buyout Fund II 55
Dunedin Buyout Fund III 17
Equity Harvest Fund 4
Third Party managed 15
------------------------
Portfolio Analysis
Detailed below is an analysis of the investment portfolio by
geographic location as at 31 December 2015.
%
---------------
UK 85
Rest of Europe 15
---------------
Sector Analysis
The investment portfolio of the Company is broadly diversified.
At 31 December 2015 the largest sector exposure of 43% remains to
the Support Services sector, a diverse sector in itself.
%
------------------------------------
Automotive 2
Construction and building materials 6
Consumer products & services 4
Financial services 15
Healthcare 4
Industrials 24
Support services 43
Technology 2
------------------------------------
Valuation Method
%
---------------------
Earnings - provision 22
Earnings - uplift 43
Assets basis 11
Exit value 24
---------------------
Year of Investment
In the vintage year table below, value is allocated to the year
in which either Dunedin Enterprise or the third party manager first
invested in each portfolio company.
%
----------
<1 year 7
1-3 years 18
3-5 years 10
>5 years 65
----------
Dunedin LLP
17 March 2016
Ten Largest Investments
(both held directly and via Dunedin managed funds) by value at
31 December 2015
Approx. Percentage
percentage Cost Directors' of net
of
of equity investment valuation assets
Company name % GBP'000 GBP'000 %
-------------- ----------- ----------- ----------- -----------
CitySprint 11.9 9,838 26,137 25.0
Hawksford 17.8 5,637 13,030 12.5
Realza 8.9 8,781 9,714 9.3
Weldex 15.1 9,505 9,611 9.2
Kee Safety 7.2 6,275 9,473 9.1
C.G.I. 41.7 9,450 6,543 6.3
Formaplex 17.7 1,732 6,467 6.2
Innova/5 3.9 6,941 6,330 6.1
Blackrock PM 7.8 4,902 5,803 5.6
U-POL 5.2 5,657 5,276 5.1
68,718 98,384 94.4
-------------- ----------- ----------- ----------- -----------
Consolidated Income Statement
2015 2014
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 196 - 196 1,711 - 1,711
Gains/(losses) on investments - 853 853 - (1,218) (1,218)
------------------------------ ------- ------- ------- ------- ------- -------
Total income 196 853 1,049 1,711 (1,218) 493
Expenses
Investment management
fee (95) (285) (380) (104) (311) (415)
Management performance
fee - - - 7 22 29
Other expenses (599) - (599) (633) - (633)
------------------------------ ------- ------- ------- ------- ------- -------
Profit/(loss) before
finance costs and tax (498) 568 70 981 (1,507) (526)
Finance costs (130) (388) (518) (138) (413) (551)
------------------------------ ------- ------- ------- ------- ------- -------
Profit/(loss) before
tax (628) 180 (448) 843 (1,920) (1,077)
Taxation - - - 137 162 299
------------------------------ ------- ------- ------- ------- ------- -------
Profit for the year (628) 180 (448) 980 (1,758) (778)
------------------------------ ------- ------- ------- ------- ------- -------
Basic return per ordinary
share
(basic & diluted) (3.0)p 0.8p (2.2)p 4.6p (8.3)p (3.7)p
The total column of this statement represents the Income
Statement of the Group, prepared in accordance with International
Financial Reporting Standards as adopted by the EU. The
supplementary revenue and capital columns are both prepared under
guidance published by the Association of Investment Companies. All
items in the above statement derive from continuing operations.
All income is attributable to the equity shareholders of Dunedin
Enterprise Investment Trust PLC.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2015
Year ended 31 December 2015
Capital Capital Capital Special Total
Share redemption Reserve reserve Distributable Revenue retained Total
capital reserve realised - Reserve account earnings equity
GBP'000 GBP'000 GBP'000 unrealised GBP'000 GBP'000 GBP'000 GBP'000
GBP'000
--------------- ---------- ----------- ---------- ------------ -------------- ---------- ---------- ----------
At 31 December
2014 5,217 2,709 47,552 (3,436) 47,600 6,914 98,630 106,556
Profit/(loss)
for the year - - (8,213) 8,393 - (628) (448) (448)
Purchase
and
cancellation
of shares (56) 56 (700) - - - (700) (700)
Dividends
paid - - - - - (981) (981) (981)
--------------- ---------- ----------- ---------- ------------ -------------- ---------- ---------- ----------
At 31 December
2015 5,161 2,765 38,639 4,957 47,600 5,305 96,501 104,427
--------------- ---------- ----------- ---------- ------------ -------------- ---------- ---------- ----------
Year ended 31 December 2014
Capital Capital Capital Special Total
Share redemption Reserve reserve Distributable Revenue retained Total
capital reserve realised - Reserve account earnings equity
GBP'000 GBP'000 GBP'000 unrealised GBP'000 GBP'000 GBP'000 GBP'000
GBP'000
--------------- ---------- ----------- ---------- ------------ -------------- ---------- ---------- ----------
At 31 December
2013 5,492 2,434 62,832 (11,649) 47,600 9,558 108,341 116,267
Profit/(loss)
for the year - - (9,971) 8,213 - 980 (778) (778)
Purchase
and
cancellation
of shares (275) 275 (5,309) - - - (5,309) (5,309)
Dividends
paid - - - - - (3,624) (3,624) (3,624)
--------------- ---------- ----------- ---------- ------------ -------------- ---------- ---------- ----------
At 31 December
2014 5,217 2,709 47,552 (3,436) 47,600 6,914 98,630 106,556
(MORE TO FOLLOW) Dow Jones Newswires
March 18, 2016 03:00 ET (07:00 GMT)
--------------- ---------- ----------- ---------- ------------ -------------- ---------- ---------- ----------
Consolidated Balance Sheet
As at 31 December 2015
31 December 31 December
2015 2014
GBP'000 GBP'000
-------------------------------- ------------ ------------
Non-current assets
Investments held at fair value 109,374 98,371
Current assets
Other receivables 167 269
Cash and cash equivalents 573 8,726
-------------------------------- ------------ ------------
740 8,995
Total assets 110,114 107,366
Current liabilities
Other liabilities (987) (810)
Loan facility (4,700) -
Net assets 104,427 106,556
-------------------------------- ------------ ------------
Capital and reserves
Share capital 5,161 5,217
Capital redemption reserve 2,765 2,709
Capital reserve - realised 38,639 47,552
Capital reserve - unrealised 4,957 (3,436)
Special distributable reserve 47,600 47,600
Revenue reserve 5,305 6,914
-------------------------------- ------------ ------------
Total equity 104,427 106,556
-------------------------------- ------------ ------------
Net asset value per ordinary
share (basic and diluted) 505.8p 510.6p
Consolidated Cash Flow Statement
for the year ended 31 December 2015
31 December 31 December
2015 2014
GBP'000 GBP'000
-------------------------------------- ------------ ------------
Operating activities
Profit / (loss) before tax (448) (1,077)
Gains / (losses) on investments (853) 1,218
Interest paid 518 551
Decrease in debtors 102 324
Increase in creditors 4,877 140
Other non cash movements - 199
-------------------------------------- ------------ ------------
Net cash inflow from operating
activities 4,196 1,355
Taxation
Tax recovered - 116
Servicing of finance
Interest paid (518) (551)
Investing activities
Purchase of investments (14,513) (16,025)
Purchase of 'AAA' rated money
market funds (6,707) (13,395)
Sale of investments 3,286 6,108
Sale of 'AAA' rated money market
funds 7,840 16,629
-------------------------------------- ------------ ------------
Net cash inflow / (outflow) from
investing activities (10,094) (6,683)
Financing activities
Purchase of ordinary shares (700) (5,309)
Dividends paid (981) (3,624)
-------------------------------------- ------------ ------------
Net cash (outflow) from financing
activities (1,681) (8,933)
Effect of exchange rate fluctuations
on cash held (56) (62)
-------------------------------------- ------------ ------------
Net (decrease) in cash and cash
equivalents (8,153) (14,758)
-------------------------------------- ------------ ------------
Cash and cash equivalents at
the start of the year 8,726 23,484
Net (decrease) in cash and cash
equivalents (8,153) (14,758)
Cash and cash equivalents at
the end of the year 573 8,726
-------------------------------------- ------------ ------------
Statement of Directors' Responsibilities in respect of the
Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report
and the Group and Parent Company financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent
Company financial statements for each financial year. Under that
law they are required to prepare the Group financial statements in
accordance with IFRSs as adopted by the EU and applicable law and
have elected to prepare the Parent Company financial statements on
the same basis.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Parent Company and of
their profit or loss for that period. In preparing each of the
Group and Parent Company financial statements, the Directors are
required to:
- select suitable accounting policies and then apply them
consistently;
- make judgments and estimates that are reasonable and
prudent;
- state whether they have been prepared in accordance with IFRSs
as adopted by the EU; and
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the Parent
Company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Parent
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the Parent Company and enable them
to ensure that its financial statements comply with the Companies
Act 2006. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Under the Disclosure and Transparency Rules the Directors
confirm that to the best of their knowledge:
- that the financial statements have been prepared in accordance
with the applicable accounting standards and give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company; and
- that in the opinion of the Directors, the Annual Report and
Accounts taken as a whole, is fair, balanced and understandable and
it provides the information necessary to assess the Company's
performance, business model and strategy; and
- the Strategic Report and Directors' Report include a fair
review of the development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
On behalf of the Board
Duncan Budge
Chairman
17 March 2016
Notes to the Accounts
1. Preliminary Results
The financial information contained in this report does not
constitute the Company's statutory accounts for the years ended 31
December 2015 or 2014. The financial information for 2014 is
derived from the statutory accounts for 2014 which have been
delivered to the Registrar of Companies. The auditor has reported
on those accounts. Their report was (i) unqualified, (ii) did not
include a reference to any matters to which the auditor drew
attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498(2) or (3) of
the Companies Act 2006. The audit of the statutory accounts for the
year ended 31 December 2015 is not yet complete. These accounts
will be finalised on the basis of the financial information
presented by the Directors in this preliminary announcement and
will be delivered to the Registrar of Companies following the
Company's annual general meeting.
2. Dividends
Year to Year to
31 31
December December
2015 2014
GBP'000 GBP'000
Dividends paid in the year 981 3,624
An interim dividend for the year ended 31 December 2016 will be
paid on 18 May 2016 to shareholders on the register at close of
business on 29 April 2016. The ex-dividend date is 28 April
2016.
3. Earnings per share
Year to Year to
31 December 31 December
2015 2014
Revenue return per ordinary
share (p) (3.0) 4.6
Capital return per ordinary
share (p) 0.8 (8.3)
Earnings per ordinary share
(p) (2.2) (3.7)
Weighted average number
of shares 20,750,515 21,277,808
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