BOU.L Regulatory News (BOU)

22 Mar 2006 12:15

Boustead PLC22 March 2006 Contact Sir Thomas Macpherson, Chairman Boustead PLCTel: 020 7491 7674 PRELIMINARY ANNOUNCEMENT Boustead today announces its preliminary results for the year ended 31 March2005, a loss of £401,000 (2004: loss £528,000). Group Chairman, Sir Thomas Macpherson, has issued a statement as follows: "Trading was on a restricted basis, as the development expected in agencyactivities was largely frustrated by the uncertainty arising from the auditqualification of the previous year's accounts and important deals on the pointof completion could not be finalised. Shareholders have been very patient during the prolonged suspension of theCompany's quotation on the London Stock Exchange, and deserve an explanation. Inthe Annual Report for the year ending 31 March 2003, which included asubstantial third party debtor of £2.5 million, the auditors gave a clearopinion. At 31 March 2004, they felt obliged because of "limitation of evidence"to qualify the accounts, leading to a suspension by the UK Listing Authority.The debt in question was repaid to the Company in June 2005. A major proportionof the incoming funds was used to secure, via a registered bond instrument, theCompany's access to a mining project in Queensland, described below, which yourBoard believes will be extremely profitable for Boustead. It is perhaps worthyof mention here that the bond is to be exchanged for shares in the miningopportunity contingent upon Boustead securing shareholder approval for thetransaction. Further work was undertaken by the auditors during August 2005related to establishing a value for the bond (a post balance sheet event). Itwould have been foolish to re-list if this were followed by a furtherqualification on the Company's subsequent interim accounts. The aforementionedaudit work has now been completed and the accounts for the year to 31 March 2005provide a satisfactory audit report. Following issue and approval of the accounts and expected lifting of the currentsuspension, your board looks forward to presenting the coal mining andcoal-to-liquids opportunity for your approval. Many shareholders have seen and been alarmed by repeated suggestions in anational newspaper that funds from the Company's own accounts were missing, andindeed that the Company was associated with another organisation where a missingfunds issue had arisen. Your Directors wrote to the newspaper pointing out itserrors but nevertheless the allegations were repeated. The Board can statecategorically that none of the Company's own funds were missing at any time. So much of executive time has been absorbed by these matters that the results inthe 2005 Annual Report are again disappointing. The turnover and contributionarose from existing commissions falling short of expectations, and the positivedevelopments planned by the Board have had to be delayed or in some cases lost.However, the Queensland coal mine project mentioned above is a major stepforward, and your Directors believe it will secure the fortunes of the Companyfor at least a decade. This concerns open-cast coalmining on a site withverified professional reports of rich proven reserves, coupled with off-takeagreements for all the production for the first ten years. The intention is thatBoustead will have the management and effective control. As soon as possible acircular will be sent to shareholders giving full details for approval at aGeneral Meeting. It is anticipated that further energy related projects willfollow, with very encouraging upside potential, currently under analysis by theCompany's new management. Meanwhile there are structural changes in the Company designed to prepare itefficiently to run this and other projects currently being evaluated. Theincumbent CEO, Mr. Robert Lyons has resigned from the Company and the Boardfollowing the Annual General Meeting, as have the current non-executives Mr.Hywel Jones and Mr. William Murphy. Mr. Jones and Mr. Murphy are resident inCayman and North America, where with Mr. Lyons we expected considerabledevelopments. The focus has now changed and two directors from the UK havejoined the board, with strong technical, commercial and financial qualificationsand important contacts in the energy sector worldwide. The new directorsappointed and re-elected at the AGM, are Mr. Alf Robertson and Mr. John Strachan. Mr. Robertson will be Chief Executive. He brings a wealth of experience,particularly in developing and delivering major engineering projects in theenergy sector. Mr. Strachan is non-executive, and brings a wide range ofbusiness experience to the Board. The Board expects Boustead PLC's shares to be restored to the official list ofthe London Stock Exchange in the near future following final discussions withthe UKLA, our brokers and auditors. As previously circulated to shareholders, the Annual General Meeting of thecompany was held on 26 January 2006 and all items on the agenda were approvedsave that consideration of these accounts and report were adjourned and will beheld on 21 April 2006." Abridged unaudited figures are attached. ABRIDGED UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT---------------------------------------------------------For the year ended 31 March 2005---------------------------------- 2005 2004 £'000 £'000------------------------ --- -------- ----- --------- TurnoverContinuing 420 601 Cost of salesContinuing (230) (523)------------------------ --- -------- ----- ---------Gross ProfitContinuing 190 78 Net operating expensesContinuing (561) (520)------------------------ --- -------- ----- ---------Operating loss beforeexceptional itemsContinuing (371) (442) Exceptional itemsContinuing - (50)Discontinued 30 ------------------------- --- -------- ----- ---------Operating loss beforeInterest (341) (492) Net interest (60) (38)------------------------ --- -------- ----- ---------Loss on ordinary activities beforeTaxation (401) (530) Taxation - 2------------------------ --- -------- ----- ---------Retained loss for the year (401) (528)------------------------ --- -------- ----- --------- Basic and dilutedloss per share (5.4p) (7.2p)------------------------ --- -------- ----- --------- ABRIDGED UNAUDITED CONSOLIDATED BALANCE SHEET-----------------------------------------------As at 31 March 2005--------------------- 2005 2004 £'000 £'000------------------------ --- -------- ----- --------- Fixed assets 20 31Net current assets 1,895 2,315------------------------ --- -------- ----- --------- Total assets less current liabilities 1,915 2,346Creditors: amounts falling due after more than one year (638) (638)Provisions for liabilities and charges - (30)------------------------ --- -------- ----- --------- Net assets 1,277 1,678------------------------ --- -------- ----- --------- Financed by:Equity shareholders' funds 1,277 1,678------------------------ --- -------- ----- --------- UNAUDITED CONSOLIDATED CASHFLOW STATEMENT-------------------------------------------For the year ended 31 March 2005---------------------------------- 2005 2004 £'000 £'000------------------------ --- -------- ----- --------- Net cash inflow/(outflow) from operating activities 288 (586) Returns on investments and servicing of finance (60) (38) Taxation receipt - 2 Capital expenditure - (33)------------------------ --- -------- ----- --------- Cash inflow/(outflow) before financing 228 (655) Financing - 680------------------------ --- -------- ----- --------- Net increase in cash 228 25------------------------ --- -------- ----- --------- Reconciliation of net cash flow to movement in the net debt Net cash flow 228 25Unsecured loan notes issued in the year - (638)------------------------ --- -------- ----- --------- Movement in net funds in the year 228 (613) Opening net debt (621) (8)------------------------ --- -------- ----- --------- Closing net debt (393) (621)------------------------ --- -------- ----- --------- Note: • The financial information set out in this announcement does not constitute statutory accounts within the meaning of S240 of the Companies Act 1985. The comparative figures have been extracted from statutory accounts. The statutory accounts for the year to 31 March 2005 will be delivered to the Registrar of Companies in due course. Copies of those statutory accounts will be posted to shareholders on 22 March 2006 and they will be laid before the shareholders at an Extraordinary General Meeting on 21 April 2006. • No final dividend is proposed (2004 - £nil). • The calculation of loss per share is based on a weighted average number of 7,378,090 (31 March 2004: 7,378,090) ordinary shares in issue and a loss on ordinary activities after taxation of £401,000 (31 March 2004:loss £528,000). This information is provided by RNS The company news service from the London Stock Exchange