Lon.fin&inv.grp Regulatory News (LFI)

London Finance & Investment Group Plc - Unaudited Preliminary Results

PR Newswire

London, September 28

Friday 28th September 2018

LONDON FINANCE & INVESTMENT GROUP P.L.C.(“Lonfin”, “the Company” or “the Group”)

Unaudited Preliminary Results for the year ended 30th June 2018Dividend Declaration

London Finance & Investment Group P.L.C. (LSE: LFI, JSE: LNF), the investment company `whose assets primarily consist of Strategic Investments and a General Portfolio, today announces its unaudited Preliminary Results for the year ended 30th June 2018 and the Board’s Dividend Declaration.

Strategy, Business Model and Investment Policy

Lonfin is an investment company whose objective is to generate growth in shareholder value in real terms over the medium to long term whilst maintaining a progressive dividend policy.

The Group’s investment policy is to invest in a range of ‘Strategic’, ‘General Portfolio’ and from time to time ‘Other Investments’. General Portfolio Investments comprise liquid stock market investments, both in equity instruments and bonds, and, at the Board’s discretion, ‘Other Investments’ which are typically property and other physical assets. Strategic Investments are significant investments in smaller UK quoted companies; these are balanced by the General Portfolio, which consists of a broad range of investments in major USA, UK and other European companies which provides a diversified exposure to international equity markets. 

The Group’s net assets per share for 2018 have remained broadly unchanged over the previous year at 65.4p and net assets per share have increased 107% over the last five years. Shareholders’ dividends for 2018 have increased by 4.5% over the previous year and by 37.5% over the last five years.

Results

· Net assets have remained broadly unchanged at 65.4p per share (2017 – 65.6p per share)

· Strategic Investments have decreased in value slightly, over the year, from £10,673,000 to £10,650,000 due to the fluctuation in share price of Finsbury Food Group Plc.

· Strategic investments are yielding 3.4% (2017 – 3.1%)

· The General Portfolio has decreased, adjusting for investment purchases and sales, over the year, by 0.8% from £10,766,000 to £10,676,000.

· Fair value movement is £140,000

· No significant increase in Group operating costs

· A final dividend of 0.60p per share is recommended, making a total of 1.15p per share for the year (2017 – 1.1p)

The Company and its subsidiaries (“Group”) achieved an operating profit for the year, before interest, tax and changes to the fair value adjustments of investments of £306,000, compared to an operating profit for the previous year, before tax and changes to the fair value adjustments of investments, of £275,000. The significant increases in fair value of investments that occurred last year have not been repeated this year and, as a result, the Total Comprehensive Income for the year, comprising profit after tax and the other comprehensive income (the fair value adjustments, net of tax, of Strategic Investments) was £256,000 compared to £1,658,000 for the previous year. Basic earnings per share are 0.6p (2017- 3.5p) and headline earnings per share are 0.8p (2017 – 1.0p).

Strategic Investments

Strategic Investments have reduced in value by £23,000 due to the market movements in the share prices.

Western Selection P.L.C. (“Western”)

The Group owns 7,860,515 ordinary shares, being 43.8% of the issued share capital of the Western.

On 26th September 2018, Western announced unaudited preliminary results showing a profit after tax of £784,000 for the year to 30th June 2018 (2017 – profit after tax, of £850,000). Earnings per share were 4.4p (2017- 4.7p).

Western paid an interim dividend of 1.1p in March this year and proposes a final dividend of 1.15p making 2.25p for the year (2017 – 2.2p). Western’s net assets at market value at 30th June 2018 were £17,342,000 equivalent to 96p per share, an increase of 1% from 95p last year.

Our share of the net assets of Western, including the value of Western’s investments at market value, was £7,595,000 (2017 - £7,500,000). The fair value for Western recorded in the Statement of Financial Position is the market value of £3,930,000 (2017 - £3,773,000). This represents 19% (2017 – 18%) of the net assets of the group.

Western’s objective is to generate growth in value for shareholders over the medium to long term and pay a progressive dividend. Western’s business model is to take sizeable minority stakes in relatively small companies usually before or as their shares are admitted to trading on one of the UK’s stock exchanges and have directors in common through which they can provide advice and support for these growing companies. These may or may not become associated companies. The aim is that these companies (“Core Holdings”) will grow to a stage at which Western’s support is no longer required and its stake can be sold over time into the relevant stock market. Companies that are targeted as Core Holdings will have an experienced management team, a credible business model and good prospects for growth.

Western is a strategic investment which is technically a subsidiary of the Company that has not been consolidated due to the application of the investment entity exemption under IFRS 10.

David Marshall is the Chairman of Western and Edward Beale is non-executive director.

Western’s main Core Holdings are Northbridge Industrial Services Plc, Swallowfield Plc, Bilby Plc and Tudor Rose International Limited.

An extract from Western’s announcement on 26th September 2018 relating to its main Core Holdings is set out below:

Core Holdings

Northbridge Industrial Services plc (“Northbridge”)

Northbridge hires and sells specialist industrial equipment to a non-cyclical customer base. With offices or agents in the UK, USA, Dubai, Germany, Belgium, France, Australia, New Zealand, Singapore, Brazil and Korea, Northbridge has a global customer base. This includes utility companies, the oil and gas sector, shipping, construction and the public sector. The product range includes loadbanks, transformers and oil tools. Further information about Northbridge is available on their website: www.northbridgegroup.co.uk

Northbridge, which is admitted to trading on AIM, announced its results for the year ended 31st December 2017 on 12th April 2018 and recorded a loss after tax of £4,626,000 for the year. No dividend was recommended by Northbridge and no dividends were received by Western from Northbridge during the year.

During the year, Western invested £95,000 in acquiring 76,368 new ordinary shares in Northbridge pursuant to a share placing. Western now holds 3,300,000 Northbridge shares which represents 12.6% of Northbridge’s enlarged issued share capital. The value of this investment at 30th June 2018 was £4,290,000 (2017 - £3,320,000) which represents approximately 25% (2017 - 19%) of Western’s net assets.

David Marshall is a non-executive director of Northbridge.

Swallowfield plc (“Swallowfield”)

Swallowfield is a market leader in the development, formulation, manufacture and supply of cosmetics, toiletries and related household products for global brands and retailers operating in the cosmetics, personal care and household goods market. Further information about Swallowfield is available on their website: www.swallowfield.com

Swallowfield, which is admitted to trading on AIM, announced its results for the 53 weeks ended 30th June 2018 on 25th September 2018 and recorded a profit after tax of £3,633,000 compared to a profit after tax of £2,572,000 for the comparable period last year. Dividends of £78,500 were received from Swallowfield during the year (2017 – £66,900). A final dividend of 4.2p per share has been declared and, if approved, Western will receive a further £54,600 of income in December 2018.

In March this year, Western sold 200,000 Swallowfield shares, realising a profit of £443,000, during the year. At the reporting date, being 30th June 2018, Western held 1,300,000 Swallowfield shares which represented 7.7% of Swallowfield’s issued share capital. The market value of our reduced holding in Swallowfield on 30th June 2018 had decreased to £4,095,000 from the value of our holding at 30th June 2017 of £5,700,000. The value of this investment represents approximately 23.6% (2017 - 33%) of Western’s net assets.

Edward Beale is a non-executive director of Swallowfield.

Bilby Plc (“Bilby”)

Bilby is an established, and award winning, provider of gas installation, maintenance and general building services to local authority and housing associations across London and South East England. They have a strategy of growing organically and by acquisition. Further information about Bilby is available on their website: www.bilbyplc.com.

Bilby, which is admitted to trading on AIM, announced its results for the year ended 31st March 2018 on 16th July 2018 showing a profit after tax of £3,450,000 compared to a loss after tax of £180,000 for the previous year ended 31st March 2017. Dividends of £54,000 were received from Bilby during the year (2017 - £53,000). Bilby announced a final dividend of 2.0p per share which was paid in July 2018 and which provided Western with further income of £54,000.

Western holds 2,700,000 Bilby shares which represents approximately 6.7% of Bilby’s issued share capital. The market value of this investment on 30th June 2018 was £2,835,000 (2017- £1,917,000) which represents approximately 16% (2017 – 11%) of Western’s net assets.

Tudor Rose International Limited (“Tudor Rose International”)

Tudor Rose International works closely with a number of leading UK branded fast-moving consumer goods companies, offering a complete sale, marketing and logistical service. Based in Stroud, Gloucestershire, Tudor Rose International sells into 78 countries worldwide including USA, Spain, Portugal, Italy, Czech Republic, Russia, Turkey, South Africa, Saudi Arabia, UAE, Malaysia, Australia and China.

Western holds 441,090 A ordinary shares in Tudor Rose International which represents 49.5% of the company’s issued share capital. Western also holds £1,000,000 of redeemable preference shares in Tudor Rose International at a par value of 1p per share. The Company has made available to Tudor Rose International a working capital facility of £750,000, bearing interest at the rate of base + 5% per annum, which has been fully drawn down at the year end.

Tudor Rose International, which is a private company, has a 31st December year end and, in the year to 30th June 2018, generated a trading profit before tax of £130,140. Turnover in the period was £19,032,000 (2017 - £17,145,000). Western’s share of a profit after tax for the twelve months to 30th June 2018 was £41,000 (2017 – profit £49,550) and the book value of the investment at 30th June 2018 was £1,633,000 (2017 - £1,647,000) being 9.4 % (2017 –10%) of Western’s net assets. Including the loans to Tudor Rose International and its directors (£942,000), the total book value of the investment comes to £2,575,000 which is 15% of Western’s net assets.

Western has two nominees on the board of Tudor Rose International: Edward Beale and David Marshall.

Finsbury Food Group plc (“Finsbury”)

Finsbury is one of the largest producers and suppliers of premium cakes, bread and morning goods in the UK and currently supplies most of the UK's major supermarket chains. Further information about Finsbury, which is admitted to trading on AIM, is available on its website: www.finsburyfoods.co.uk

At 30th June 2018, Lonfin held 6,000,000 Finsbury shares, representing 4.6% of Finsbury’s issued share capital. The market value of the holding was £6,720,000 as at 30th June 2018 (cost - £1,724,000) and represents approximately 33% (2017 – 34%) of Lonfin’s net assets.

On 17th September 2018, Finsbury announced audited adjusted profits on continuing operations after tax and minority interests of £13,508,000 for the 52 weeks ended 30th June 2018 (2017 – adjusted profits £12,958,000).

Finsbury paid an interim dividend of 1.1p in April 2018 and has recommended to its shareholders a final dividend of 2.2p per share, making 3.3p for the year (2017 – 3p). The final dividend, if approved, will be paid in December 2018 and will provide the Company with further income of £132,000.

Edward Beale was a non-executive director of Finsbury up until 23rd November 2017.

General Portfolio

The investments comprising the General Portfolio at 30th June 2018 are listed below.

Composition of General Portfolio

At 30th June 2018

The General Portfolio is diverse with material interests in Food and Beverages, Natural Resources, Chemicals and Tobacco. We believe that the portfolio of quality companies we hold has the potential to outperform the market in the medium to long term.

At 30th June 2018, the number of holdings in the General Portfolio was 30 (2017 – 30). We have increased the amount invested in the General Portfolio over the year by £1,000 (2017 - increased by £2,767,000).

The opening value of our General Portfolio investments at 30th June 2017 was £10,766,000 which compared with a cost of such investments at the same date of £6,053,000. After investment purchases during the year of £699,000 and investment sales (including selling expenses) during the same period of £698,000, the value of the General Portfolio investments as at 30th June 2018 had decreased by 0.8% to £10,676,492. 

Board Changes

Following Michael Robotham’s retirement on 6th December 2017, after a long period of service to the Company as a non-executive director, it is with regret that the Board reports to shareholders that Michael passed away peacefully on 16th April 2018. Along with his family and friends, he will be greatly missed by members of the Board who he, as a fellow director, supported and provided good counsel to the Company for many years.

Following Michael Robotham’s retirement, the Board looked to strengthen the Board and on 31st January 2018, the Company announced the appointment of Warwick Marshall. Warwick is the son of David Marshall, the Chairman. In 1996, Warwick established the trading division of the Monteagle Group initially trading in retailer branded fast moving consumer goods, and then later diversifying into metals, minerals and logistics. This profitable division of the Monteagle Group now turns over in excess of US$350 million annually. He also has extensive investment experience in his private capacity.

Whilst the Board is satisfied that it now has a sufficient spread of skills, experience and support within the Board to operate the Company and to develop the Company’s investment business, the Board will be seeking to identify further suitable Board candidates who can add value.

Operations, Directors and Employees

All of our operations and those of Western, with the exception of investment selection, are outsourced to our subsidiary, City Group PLC (“City Group”). City Group also provides office accommodation, company secretarial and head office finance services to a number of other companies. City Group is responsible for the initial identification and appraisal of potential new strategic investments for the Company and the day to day monitoring of existing strategic investments.

Dividend

The Board recommends a final dividend of 0.60p per share, making a total of 1.15p per ordinary share for the year (2017 – 1.1p). Subject to shareholders’ approval at the Company’s AGM to be held on 4th December 2018, the dividend will be paid on Tuesday, 18th December 2018 to those shareholders on the register at the close of business on Friday, 23rd November 2018. 

Shareholders on the South African register will receive their dividend in South African rand converted from sterling at the closing rate of exchange on Thursday, 20th September 2018 being GBP1= ZAR 18.73341.

JSE Disclosure Requirements

In respect of the normal gross cash dividend, and in terms of the South African Tax Act, the following dividend tax ruling only applies to those shareholders who are registered on the South African register on Friday, 23rd November 2018.

· The number of shares in issue as at the dividend declaration date is 31,207,479;

· The dividend has been declared from income reserves, funds are sourced from the Company’s main bank account in London and is regarded as a foreign dividend by South African shareholders; and

· The Company’s UK Income Tax reference number is 948/L32120.

Dividend dates:

The JSE Listings Requirements requires disclosure of additional information in relation to any dividend payments.

Shareholders registered on the South African register are advised that a dividend withholding tax will be withheld from the gross final dividend amount of 11.24005 SA cents per share at a rate of 20% unless a shareholder qualifies for an exemption; shareholders registered on the South African register who do not qualify for an exemption will therefore receive a net dividend of 8.99204 SA cents per share. The dividend withholding tax and the information contained in this paragraph is only of direct application to shareholders registered on the South African register, who should direct any questions about the application of the dividend withholding tax to Computershare Investor Services (Pty) Limited, Tel: +27 11 370 5000.

Share certificates may not be de-materialised or re-materialised between Wednesday, 21st November 2018 and Friday, 23rd November 2018, both days inclusive. Shares may not be transferred between the registers in London and South Africa during this period either.

Outlook

Political and economic uncertainty around the world continues and in particular in the UK given the ongoing negotiations with the EU over the terms for Brexit. There are clearly greater challenges ahead but your Board believes the Company’s mix of Strategic Investments and the Company’s General Portfolio of international investments will give us opportunity to outperform the broader market in the medium to long term.

Future Developments

The future development of the Group is dependent on the success of the Group’s Investment Strategy in the light of economic and equity market developments and the continued support of its Shareholders. A resolution will be put to Shareholders at the forthcoming AGM to amend the Company’s Investment Policy so that up to 40 investments may be held in the Company’s General Portfolio at any time. Aside from this change, the Board will maintain the current Investment Policy for the foreseeable future and has no plans to make any further changes to the policy.

28th September 2018

The annual report and accounts will be finalised shortly and sent to shareholders.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

The directors of the Company accept responsibility for the contents of this announcement.

For further information, please contact:

London Finance & Investment Group P.L.C.: 020 7796 9060(David Marshall/Edward Beale)

Johannesburg Sponsor: Sasfin Capital (a member of the Sasfin Group)

Consolidated Statement of Total Comprehensive Income

For the year ended 30th June

Consolidated Statement of Financial Position

At 30th June

Company Statement of Financial Position

At 30th June

Consolidated Statement of Cash Flows

For the year ended 30th June

Company Statement of Cash Flows

For the year ended 30th June

Consolidated Statement of Changes in Shareholders’ Equity

Company Statement of Changes in Shareholders’ Equity

Notes:

1. Basic earnings per share and Headline earnings per share

Basic earnings per share are based on the profit attributable to the shareholders after tax and non-controlling interests of £187,000 (2017 - £1,103,000) and on 31,207,479 shares (2017 – 31,207,479) being the weighted average of the number of shares in issue during the year.

Headline earnings are required to be disclosed by the JSE.

Headline earnings per share are based on the profit attributable to the shareholders after tax and non-controlling interests, before unrealised changes in the fair value of investments net of tax, of £240,000 (2017 - £309,000) and on 31,207,479 (2017 – 31,207,479) shares being the weighted average of the number of shares in issue during the year.

The adjustments for the unrealised changes in the carrying value of investments, net of tax, are £53,000 (2017 - £794,000).

2. Net assets per share

The net assets per share are calculated taking investments at fair value and on 31,207,479 shares (2017 – 31,207,479) being the weighted average of the number of shares in issue during the year.

3. Financial information

The financial information in this preliminary announcement does not constitute the Company’s statutory accounts for the year ended 30th June 2018.

The accounts have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The accounts are prepared on the historical cost bases, except for certain assets and liabilities which are measured at fair value, in accordance with IFRS. The audited accounts for the Group for the year ended 30th June 2017 were reported on with an unqualified audit report and did not contain an emphasis of matter paragraph or any statement under section 498 of the Companies Act 2006 and have been delivered to the Registrar of Companies.

Copies of this notification are held at the Company’s office, 6 Middle Street, London, EC1A 7JA (tel. 020 7796 9060) and are available for a period of 14 days from the date of this announcement.