TIDMMSI
RNS Number : 7832A
MS International PLC
10 June 2016
MS INTERNATIONAL plc
Results for the 52 weeks ended 30(th) April, 2016
Chairman's Statement
Results and Review
It is pleasing to report that the Group has continued to build on the good progress attained
in the first half of the year, notwithstanding recessionary conditions in the global industrial
manufacturing and heavy engineering sector which progressively deepened as the year unfolded.
For the year ended 30th April 2016, profit before taxation increased to GBP1.68m (2015 - GBP1.54m)
on revenue up at GBP49.28m (2015 - GBP45.50m). Earnings per share amounted to 9.6p (2015 -
8.20p).
The balance sheet remains very strong, even after considerable investment, with net cash and
short term deposits amounting to GBP12.76m (2015 - GBP17.15m) at the year end.
'Defence', as we anticipated, continued its recovery with a satisfying upward trajectory in
revenue. This was most encouraging following the previous two years when we endured widespread
constraints upon international defence budgets that resulted in a disappointingly subdued
order intake and ensuing weaker revenues. Meanwhile our investment in products, facilities
and personnel development has continued unabated and there are positive signs that we are
beginning to reap the rewards of this important commitment.
'Forgings' manufactures on three continents producing a complete size-range of original equipment
fork-arms for the forklift truck, construction, agricultural and quarrying equipment manufacturing
industries together with after-market products. It experienced a most challenging time as
many markets it serves were adversely impacted by the sheer scale of deepening recessionary
conditions. As a consequence, the division's three business operations in the UK, USA and
Brazil, had to contend with reduced weekly orders and revenue. Nevertheless, relentless tight
control of costs and further investment in production efficiency drivers went some way towards
countering the negative effects of the slowdown.
'Petrol Station Superstructures' traditional business of design, manufacture and construction
of petrol station canopies, convenience stores and car-wash buildings across the UK, Eire
and Eastern Europe also experienced a notable downturn in activity as many customers - the
major oil companies, dealers and supermarket groups - deferred planned new build programmes.
By contrast, Petrol Sign bv, acquired in June 2015, produced an exemplary performance emanating
from an incredibly busy year restyling petrol station branding in mainland Western Europe.
This success partially offset the effects of the slowdown on other parts of the division.
Outlook
Notwithstanding current negativity in some markets and the fact that growth is continuing
to slow virtually everywhere, we have the desire, commitment and resources to maintain a positive
stance and, most significantly, we have the ability to invest in the future with new products
and facilities whilst reaching out to the opportunities that we perceive are accessible in
areas that are new to us. In the meantime our priority is to go forward on all fronts and
successfully contend with the existent tough market conditions.
'Defence' - despite the many global security fears, persisting or emerging, there is yet to
be any meaningful evidence of the anticipated upturn in defence budgets by governments around
the world. As is the case for many global suppliers of defence equipment and services, the
fragility of this anticipated upturn remains a salient feature in our future business planning
and expectations. Yet, during this prolonged period of market weakness, our response has been
to continue investing in the business and that policy will be maintained, for there is little
doubt that much is being achieved and we strongly believe that we are doing the right thing
in order to grow the division. Our defence business already enjoys a world class reputation
for both products and support services and in order to sustain and advance that status, the
structure of the operation is being strengthened, new items are being added to the product
portfolio and marketing has been intensified in both home and international markets.
'Forgings' - many of our global customers in the manufacture of mobile handling plant and
equipment have already chronicled the negative effects of the economic downturn on their businesses.
Clearly it may take some time for there to be any sign of a real recovery in these markets.
Accordingly, our attention is focused on maintaining tight cost control and seeking any operational
efficiencies to ensure that we maintain our highly creditable and enviable reputation as a
strong, reliable and cost effective supplier. In the United States we are in the construction
phase of a new manufacturing facility to replace the much smaller property nearby. In preparation
for the relocation, additional state of the art plant and equipment is currently being assembled
for installation in the new facility later this year.
'Petrol Station Superstructures'- the division is seeing a good number of the new station
builds that customers postponed last year now being resurrected for construction in the current
year. With the summer construction period approaching full swing, there has been a significant
upturn in order intake over recent weeks from our traditional markets in the UK, Eire and
Eastern Europe. Following the integration of Petrol Sign into the Group, two new 'Petrol Sign'
branding business operations have been established one here in the UK and the other in Germany.
In addition, a forecourt superstructures operation has been opened in The Netherlands to strengthen
the company's market position in mainland Western Europe. We are greatly encouraged by the
positive response of the petrol station forecourt market to our business expansion programmes.
Overall, the Group now has some very positive initiatives in place and, despite the current
difficult worldwide trading environment, much is being achieved and some very interesting
opportunities are opening up.
All matters considered the Board recommends the payment of a maintained final dividend of
6.5p per share (2015 - 6.5p), making the total for the year of 8p (2015 - 8p). The final dividend
is expected to be paid on 21st July 2016 to those shareholders on the register at the close
of business on 24(th) June 2016
Michael Bell
9th June 2016
For any further information
please contact:
MS INTERNATIONAL plc Tel: 01 302 322133
Michael Bell
Shore Capital Tel: (0) 20 7408 4090
Nomad and Broker
Bidhi Bhoma/Patrick Castle
Consolidated income statement
For the 52 weeks ended 30th April, 2016
2016 2015
Total Total
GBP000 GBP000
Revenue 49,282 45,503
Cost of sales (36,413) (34,763)
Gross profit 12,869 10,740
Distribution costs (3,104) (2,357)
Administrative expenses (7,909) (6,643)
------------------------------------------------------------------- --------- ---------
(11,013) (9,000)
Group operating profit 1,856 1,740
Finance revenue 47 70
Finance costs (5) (32)
Other finance costs - pensions (216) (237)
--------- ---------
(174) (199)
------------------------------------------------------------------
Profit before taxation 1,682 1,541
Taxation (98) (188)
Profit for the period attributable to equity holders of the parent 1,584 1,353
Earnings per share: basic and diluted 9.6p 8.2p
Consolidated and company statement of comprehensive income
For the 52 weeks ended 30th April, 2016
Group Company
2016 2015 2016 2015
Total Total Total Total
GBP000 GBP000 GBP000 GBP000
Profit for the period attributable to equity holders of the parent 1,584 1,353 1,755 955
Exchange differences on retranslation of foreign operations 228 (106) - -
Net other comprehensive profit/(loss) to be reclassified to profit
or loss in subsequent periods 228 (106) - -
Remeasurement losses on defined benefit pension scheme (826) (964) (826) (964)
Deferred taxation on remeasurement losses on defined benefit
scheme 165 193 165 193
Change in taxation rates (153) - (153) -
Net other comprehensive loss not being reclassified to profit or
loss in subsequent periods (814) (771) (814) (771)
Total comprehensive income for the period attributable to equity
holders of the parent 998 476 941 184
--------- -------- --------- ---------
Consolidated and company statement of changes in equity
Issued Capital Other Revaluation Special Foreign Treasury Retained Total
capital redemption reserves reserve reserve exchange shares earnings
reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
(a) Group
At 3rd May,
2014 1,840 901 2,815 4,146 1,629 (183) (3,059) 21,054 29,143
Profit for the
period - - - - - - - 1,353 1,353
Other
comprehensive
loss - - - - - (106) - (771) (877)
------- -------- -------- --------
Total
comprehensive
(loss)/income - - - - - (106) - 582 476
Dividends paid - - - - - - - (1,320) (1,320)
At 2nd May,
2015 1,840 901 2,815 4,146 1,629 (289) (3,059) 20,316 28,299
Profit for the
period - - - - - - - 1,584 1,584
Other
comprehensive
income/(loss) - - - - - 228 - (814) (586)
------- ---------- -------- ----------- ------- -------- -------- -------- --------
Total
comprehensive
income - - - - - 228 - 770 998
Dividends paid - - - - - - - (1,320) (1,320)
Change in
taxation rates - - - 83 - - - - 83
Depreciation of
buildings
revaluation - - - (7) - - - 7 -
At 30th April,
2016 1,840 901 2,815 4,222 1,629 (61) (3,059) 19,773 28,060
(b) Company
At 3rd May,
2014 1,840 901 1,565 4,240 1,629 - (3,059) 18,690 25,806
Profit for the
period - - - - - - 955 955
Other
comprehensive
loss - - - - - - - (771) (771)
------- ---------- -------- ----------- ------- -------- -------- -------- --------
Total
comprehensive
income - - - - - - - 184 184
Dividends paid - - - - - - - (1,320) (1,320)
At 2nd May,
2015 1,840 901 1,565 4,240 1,629 - (3,059) 17,554 24,670
Profit for the
period - - - - - - - 1,755 1,755
Other
comprehensive
loss - - - - - - - (814) (814)
------- ---------- -------- ----------- ------- -------- -------- -------- --------
Total
comprehensive
income - - - - - - - 941 941
Dividends paid - - - - - - - (1,320) (1,320)
Dividend
received from
subsidiary - - - - - - - 171 171
Change in
taxation rates - - - 83 - - - - 83
Depreciation of
buildings
revaluation - - - (7) - - - 7 -
At 30th April,
2016 1,840 901 1,565 4,316 1,629 - (3,059) 17,353 24,545
Consolidated statements of financial position
At 30th April, 2016
Group Company
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant and equipment 15,955 14,563 12,869 12,608
Intangible assets 5,671 3,818 4 13
Investments in subsidiaries - - 14,170 11,741
Deferred income tax asset 1,376 1,376 1,376 1,376
23,002 19,757 28,419 25,738
Current assets
Inventories 7,043 8,464 5,808 7,393
Trade and other receivables 8,996 9,454 9,655 9,252
Income tax receivable 118 40 - -
Prepayments 784 590 682 495
Cash and short-term deposits 12,758 17,148 11,017 16,199
29,699 35,696 27,162 33,339
TOTAL ASSETS 52,701 55,453 55,581 59,077
EQUITY AND LIABILITIES
Equity
Equity share capital 1,840 1,840 1,840 1,840
Capital redemption reserve 901 901 901 901
Other reserve 2,815 2,815 1,565 1,565
Revaluation reserve 4,222 4,146 4,316 4,240
Special reserve 1,629 1,629 1,629 1,629
Currency translation reserve (61) (289) - -
Treasury shares (3,059) (3,059) (3,059) (3,059)
Retained earnings 19,773 20,316 17,353 17,554
28,060 28,299 24,545 24,670
Non-current liabilities
Defined benefit pension liability 7,644 6,877 7,644 6,877
Deferred income tax liability 1,590 1,283 987 984
9,234 8,160 8,631 7,861
Current liabilities
Trade and other payables 15,253 18,994 22,270 26,454
Income tax payable 154 - 135 92
15,407 18,994 22,405 26,546
TOTAL EQUITY AND LIABILITIES 52,701 55,453 55,581 59,077
Cash flow statements
For the 52 weeks ended 30th April, 2016 Group Company
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Profit before taxation 1,682 1,541 1,880 943
Adjustments to reconcile profit before taxation to net cash in
flow from operating activities
Depreciation charge 1,060 1,117 861 931
Amortisation charge 609 317 9 8
Impairment in investment in subsidiary undertaking - - 28 88
Administration expenses-pension fund 320 316 320 316
Profit on sale of fixed assets (98) (78) (91) (75)
Finance costs 174 199 170 178
Foreign exchange gains 83 65 - -
Decrease/(increase) in inventories 2,394 (302) 1,585 (143)
Decrease/(increase) in receivables 840 (1,194) (403) (976)
Increase in prepayments (194) (143) (187) (132)
Decrease in payables (1,981) (389) (1,705) (38)
(Decrease)/increase in progress payments (2,479) 4,158 (2,479) 4,198
Pension fund payments (595) (529) (595) (529)
Cash generated from operating activities 1,815 5,078 (607) 4,769
Interest received 42 38 46 59
Taxation (paid)/received (134) (288) 16 (41)
Net cash inflow/(outflow) from operating activities 1,723 4,828 (545) 4,787
Investing activities
-------- -------- -------- --------
Acquisition of Petrol Sign bv (2,612) - (2,438) -
Investment in Petrol Sign GmbH - - (19) -
Purchase of property, plant and equipment (2,330) (833) (1,172) (693)
Sale of property, plant and equipment 149 187 141 184
-------- -------- --------
Net cash outflow from investing activities (4,793) (646) (3,488) (509)
Financing activities
Dividends paid (1,320) (1,320) (1,320) (1,320)
Dividend received from subsidiary - - 171 -
Net cash outflow from financing activities (1,320) (1,320) (1,149) (1,320)
(Decrease)/Increase in cash and cash equivalents (4,390) 2,862 (5,182) 2,958
Opening cash and cash equivalents 17,148 14,286 16,199 13,241
Closing cash and cash equivalents 12,758 17,148 11,017 16,199
The financial information set out above does not constitute the Company's statutory accounts
for the periods ended 30th April, 2016 or 2(nd) May, 2015 but is derived from those accounts.
Statutory accounts for 2015 have been delivered to the Registrar of Companies, and those for
2016 will be delivered following the Company's Annual General Meeting. The auditors have
reported
on those accounts; their reports were unqualified and did not contain a statement under section
498 (2) or (3) of the Companies Act 2006.
1 Segment
information
The following table presents revenue and profit and certain assets and liability
information
regarding the Group's divisions for the periods ended 30th April, 2016 and 2nd May, 2015.
The reporting format is determined by the differences in manufacture and services provided
by the Group. The Defence division is engaged in the design, manufacture and service of
defence
equipment. The Forgings division is engaged in the manufacture of forgings. The Petrol
Station
Superstructures division is engaged in the design, manufacture, construction, branding,
maintenance
and restyling of petrol station superstructures.
Management monitors the operating results of its business units separately for the purpose
of making decisions about resource allocation and performance assessment. Segment
performance
is evaluated based on operating profit or loss which in certain respects, as explained in
the table below, is measured differently from operating profit or loss in the consolidated
financial statements. Group financing (including finance costs and finance revenue) and
income
taxes are managed on a group basis and are not allocated to operating segments.
Defence Forgings Petrol Station Total
Superstructures
2016 2015 2016 2015 2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Revenue
External 21,907 17,010 11,922 15,120 15,453 13,373 49,282 45,503
Total revenue 21,907 17,010 11,922 15,120 15,453 13,373 49,282 45,503
Segment result 1,787 (247) (343) 1,250 412 737 1,856 1,740
Net finance costs (174) (199)
Profit before
taxation 1,682 1,541
Taxation (98) (188)
Profit for the
period 1,584 1,353
Segmental assets 24,607 28,460 5,250 6,299 12,132 5,209 41,989 39,968
Unallocated assets
(see below) 10,712 15,485
Total assets 52,701 55,453
Segmental
liabilities 10,411 14,407 1,378 1,609 3,454 2,045 15,243 18,061
Unallocated
liabilities (see
below) 9,398 9,093
Total liabilities 24,641 27,154
Capital expenditure 214 82 1,443 526 550 168
Depreciation 233 217 362 424 911 276
Unallocated assets includes certain fixed assets, intangible assets, current assets and
deferred
tax assets. Unallocated liabilities includes the defined pension benefit scheme liability
and certain current liabilities.
Following the acquisition of Petrol Sign bv, management have revised the allocation of
certain
costs which has led to a restatement of the prior year segment result for the three
divisions.
The total segment result of the Group for the prior year remains unchanged.
Geographical
analysis
The following table presents revenue and expenditure and certain assets and liabilities
information
by geographical segment for the periods ended 30th April, 2016 and 2nd May, 2015. The
Group's
geographical segments are based on the location of the Group's assets. Revenue from
external
customers is based on the geographical location of its customers.
North Rest of the
Europe America World Total
2016 2015 2016 2015 2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Revenue
External 39,238 36,255 3,935 4,810 6,109 4,438 49,282 45,503
Non-current assets 21,683 19,457 1,246 192 73 108 23,002 19,757
Current assets 27,544 34,063 1,483 1,432 672 201 29,699 35,696
Liabilities 22,675 26,876 1,531 259 435 19 24,641 27,154
Capital expenditure 1,261 698 1,069 135 - - 2,330 833
Information about
major customers 2016 2015
Revenue from major customers arising from sales reported in the Defence segment: GBP000 GBP000
Customer 1 10,042 -
Customer 1 - 10,715
Employee
2 Information 2016 2015
Number Number
The average number of employees, including executive directors, during the period was:
Production 237 210
Technical 68 65
Distribution 31 27
Administration 59 54
395 356
(a) Staff costs 2016 2015
Their, including executive directors, employment costs were as
follows: GBP000 GBP000
Wages and
salaries 11,558 11,967
Social Security
costs 1,227 1,313
Other pension
costs 412 506
13,197 13,786
2016 2015
(b) Directors'
emoluments GBP000 GBP000
Aggregate directors' emoluments 1,130 1,141
3 Taxation
The charge for taxation comprises: 2016 2015
GBP000 GBP000
Current tax
United Kingdom corporation tax 83 19
Tax over provided in previous years (82) (5)
Foreign corporation tax 150 286
Group current tax 151 300
Deferred tax
Origination and reversal of temporary
differences (54) (50)
Adjustments in respect of prior years 37 (62)
Impact of reduction in deferred tax rate
to 18% (36) -
Group deferred tax (53) (112)
Tax on profit 98 188
Tax relating to items charged or credited
to other comprehensive income
Deferred tax
Deferred tax on remeasurement losses
on pension scheme current year (165) (193)
Impact of reduction in deferred tax rate
to 18% 153 -
Income tax in the statement of comprehensive
income (12) (193)
Factors affecting the tax charge for
(b) the year
The tax assessed for the period differs to the standard
rate of corporation tax in the UK (20%) (2015 - 21%).
The differences are explained below:
2016 2015
GBP000 GBP000
Profit before tax 1,682 1,541
Profit multiplied by standard rate of
corporation tax of 20% (2015 - 21%) 336 324
Expenses not deductible for tax purposes (157) (69)
Adjustment in respect of prior periods (45) (67)
Impact of reduction in deferred tax rate
to 18% (36) -
Total tax charge for the period 98 188
4 Earnings per share
The calculation of basic earnings per
share is based on:
(a) Profit for the period attributable to equity holders
of the parent of GBP1,584,000 (2015 - GBP1,353,000).
(b) 16,504,691 (2015 - 16,504,691) Ordinary shares,
being the weighted average number of Ordinary shares
in issue.
This represents 18,396,073 (2015 - 18,396,073) being
the weighted average number of Ordinary shares in
issue less 1,891,382 (2015 - less 1,891,392) being
the weighted average number of shares both held within
the ESOT 245,048 (2015 - 245,048) and purchased by
the Company 1,646,334 (2015 - 1,646,334).
5 Dividends paid and proposed 2016 2015
GBP000 GBP000
Declared and paid during the year
On Ordinary shares
Final dividend for 2015 : 6.50p (2014
- 6.50p) 1,073 1,073
Interim dividend for 2016 : 1.50p (2015
- 1.50p) 247 247
1,320 1,320
Proposed for approval by shareholders
at the AGM
Final dividend for 2016 : 6.50p (2015
- 6.50p) 1,073 1,073
6 Trade and other receivables
Group Company
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Trade receivables 7,744 7,772 6,578 6,646
Retentions on contracts 1,188 1,681 1,188 1,681
Amounts owed by subsidiary
undertakings - - 1,874 924
Other receivables 64 1 15 1
8,996 9,454 9,655 9,252
Gross amounts due from customers
for contract work - included
above 1,861 2,172 1,666 1,905
The aggregate amount of costs incurred and recognised profits to date on contracts is
GBP10,775,000
(2015 - GBP13,280,000).
(a) Trade receivables are
denominated in the following
currencies
Group Company
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Sterling 6,019 6,545 6,019 6,545
Euro 983 236 559 101
US dollar 361 643 - -
Other currencies 381 348 - -
7,744 7,772 6,578 6,646
Trade receivables are non-interest bearing and are generally on 30 days terms and are shown
net of provision for impairment. The aged analysis of trade receivables not impaired is as
follows:
Group Total Not past < 30 days 30-60 days 60-90 days > 90 days
due
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
2016 7,744 6,026 1,424 269 9 16
2015 7,772 6,328 1,224 98 105 17
As at 30th April, 2016 trade receivables at a nominal value of GBP102,000 (2015 - GBP52,000)
were impaired and fully provided. Bad debts of GBP51,000 (2015 - GBP151,000) were recovered
and bad debts of GBP24,000 (2015 - GBP42,000) were incurred.
Company
2016 6,578 5,182 1,158 238 - -
2015 6,646 5,604 905 57 80 -
As at 30th April, 2016 trade receivables at a nominal value of GBP39,000 (2015 - GBP39,000)
were impaired and fully provided. Bad debts of GBP8,000 (2015 - GBP143,000) were recovered
and bad debts of GBP23,000 (2015 - GBP15,000) were incurred.
(b) Retentions on contracts are denominated in
the following currencies
Group Company
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Sterling 1,188 1,681 1,188 1,681
Euro - - - -
US dollar - - - -
Other - - - -
currencies
1,188 1,681 1,188 1,681
Retentions on contracts are non interest bearing and represent amounts contractually retained
by customers on completion of contracts for specific time periods as follows:
Group Total Up to 6 6 - 12 12 - 18 months 18 - 24
months months months
GBP000 GBP000 GBP000 GBP000 GBP000
2016 1,188 1,188 - - -
2015 1,681 1,681 - - -
Company
2016 1,188 1,188 - - -
2015 1,681 1,681 - - -
7 Cash Group Company
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Cash at bank
and in hand 7,420 9,884 5,715 8,935
Short term
deposits 5,338 7,264 5,302 7,264
12,758 17,148 11,017 16,199
8 Reserves
Share
Capital
The balance classified as share capital includes the nominal value on issue of the Company's
equity share capital, comprising 10p Ordinary shares.
Capital
redemption
reserve
The balance classified as capital redemption reserve represents the nominal value of issued
share capital of the Company, repurchased.
Other
reserve
This is the revaluation reserve previously arising under UK GAAP which is now part of
non-distributable
retained reserves.
Revaluation
reserve
The asset revaluation reserve is used to record increases in the fair value of land and buildings
and decreases to the extent that such decrease relates to an increase on the same assets previously
recognised in equity. This also includes the impact of the change in related deferred tax
due to the change in corporation tax (20% to 18%).
Special
reserve
The balance classified as special reserve represents the share premium on the issue of the
Company's equity share capital.
Currency
translation
reserve
The foreign currency translation reserve is used to record exchange differences arising from
the translation of the financial statements of foreign subsidiaries. It is also used to record
the effect of hedging net investments in foreign operations.
Treasury
Shares
2016 2015
GBP000 GBP000
Employee
Share
Ownership
Trust 100 100
Shares in
treasury
(see below) 2,959 2,959
3,059 3,059
During 1991 the Company established an Employee Share Ownership Trust ("ESOT"). The trustee
of the ESOT is Appleby Trust (Jersey) Ltd, an independent company registered in Jersey. The
ESOT provides for the issue of options over Ordinary shares in the Company to Group employees,
including executive directors, at the discretion of the Remuneration Committee.
The trust has purchased an aggregate 245,048 (2015 - 245,048) Ordinary shares, which represents
1.3% (2015 - 1.3%) of the issued share capital of the Company at an aggregate cost of GBP100,006.
The market value of the shares at 30th April, 2016 was GBP448,000 (2015 - GBP346,000). The
Company has made payments of GBPNil (2015 - GBPNil) into the ESOT bank accounts during the
period. No options over shares (2015 - Nil) have been granted during the period. Details of
the outstanding share options, for Directors are included in the Directors' remuneration report.
The assets, liabilities, income and costs of the ESOT have been incorporated into the Company's
financial statements. Total ESOT costs charged to the income statement in the period amounts
to GBP7,000 (2015 - GBP4,000). During the period no options on shares were exercised (2015
- Nil) and no shares were purchased (2015 - Nil).
The Company made the following purchases of its own 10p Ordinary shares to be held in Treasury:
GBP000
11th December, 2013 1,000,000 shares from the Group's pension
scheme. 1,722
30th January, 2014
646,334 shares 1,237
2,959
9 Petrol Sign bv
On the 17th June, 2015 the Company acquired the entire issued share capital of
Petrol Sign
bv, a Company based in The Netherlands from Lambooij Holdings B.V. The
consideration for the
acquisition was EUR3,400,000 and was paid in cash on completion.
Petrol Sign bv designs, restyles, produces and installs the complete
appearance of petrol
station superstructures and forecourt. The acquisition will enhance and widen
the ability
of our Petrol Station Superstructure Division to offer a more complete package
of services
to customers.
The fair values of the identifiable assets and liabilities of Petrol Sign bv
as at the date
of acquisition were:
GBP000
Fair value recognised on acquisition
Customer relationships 1,332
Order backlog 178
Non-compete 43
Trade name 147
Plant and equipment 171
Inventories 973
Receivables 382
Payables (719)
Bank Overdraft (174)
Income tax (58)
Deferred tax (425)
Total identifiable net assets at fair value 1,850
Goodwill arising on acquisition 588
Total purchase consideration transferred 2,438
Analysis of net cash acquired
Cash purchase consideration (2,438)
Cash and short term deposits acquired (174)
Net cash acquired with subsidiary (2,612)
The goodwill of GBP588,000 comprises certain intangible assets that cannot be
individually
separated from the acquiree due to their nature. These items include the
expected value of
synergies and an assembled workforce. Goodwill is allocated entirely to the
petrol station
superstructures unit. None of the goodwill is expected to be deductible for
income tax purposes.
Transaction costs of GBP104,000 have been expensed and included
in administration costs.
From the date of acquisition Petrol Sign bv has contributed GBP4,726,000 of
revenue and a
profit of GBP405,000 to the profit before tax from continuing operations of the
Group. If
the combination had taken place at the beginning of the year the consolidated
profit of the
Group would have been GBP1,692,000 and the revenue of the Group would have been
GBP49,309,000
The preliminary announcement is prepared on the same basis as set out in the previous year's
accounts.
The Directors confirm to the best of their knowledge that:
(a) the financial statements, prepared in accordance with International Financial Reporting
Standards, give a true and fair view of the assets, liabilities, financial position and profit
or loss of the group and the undertakings included in the consolidation taken as a whole;
and
(b) the Chairman's Statement includes a fair review of the development and performance of
the business and the position of the group and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that
they face.
The preliminary announcement was approved by the Board on 9th June, 2016 and the above responsibility
statement was signed on its behalf by Michael Bell, Executive Chairman and Michael O'Connell,
Group Finance Director.
Copies of this announcement are available from the Company's registered office at MS INTERNATIONAL
plc, Balby Carr Bank, Doncaster, DN4 8DH, England. The full Annual Report and Accounts will
be posted to shareholders shortly and will be available on our website at www.msiplc.com and
will be delivered to the Registrar of Companies after it has been laid before the Company
in general meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SSWFLUFMSEDM
(END) Dow Jones Newswires
June 10, 2016 02:00 ET (06:00 GMT)