ESR Ensor Hldgs

13 September 2016

Ensor Holdings PLC

("Ensor", the "Group" or the "Company")

Interim results for the four months to 31 July 2016

Chairman’s Statement

I thought that this would be an appropriate moment to give you an Ensor update, particularly as there have been a number of significant events since our year-end last March.

As previously advised, we are currently in the process of selling our subsidiary companies, land holdings and other assets of the Group. The aim is to realise value which is to be returned to shareholders and this process is now at an advanced stage.

In July this year we successfully completed the sale of two businesses, Technocover Limited and OSA Door Parts Limited. Both businesses were sold at a significant premium to their balance sheet asset values, realising a gain to the Group of £5.9 million. I would like to say thank you to all those people I have worked with at Technocover and OSA, for the very successful years together.

There now remain two Ensor subsidiary companies, Ellard and Wood’s Packaging, both of which are being actively marketed.

The first four months of trading in this current year, for Ellard and Wood’s, is ahead of the result at the same time last year. We are cautiously optimistic for the full year, but remain constantly aware of the impact of exchange rates on our costs. We are working hard to maintain margins in a competitive market and have been able to offset some of the effects of a weakened pound by forward buying of currency.

Our 31 July 2016 balance sheet includes the book values of Ellard, Wood’s, our land holding at Brackley and over £10m of cash.

As we are unsure when sales of Ellard, Wood’s and the Brackley land will be completed, we feel that this would be a suitable time to make an interim capital distribution to shareholders, with a further capital distribution proposed when they are completed. However, due to uncertainty over the tax treatment of such a distribution, we do not propose to do so at this time.

I know this has been an intriguing time for shareholders and therefore may I thank you for your continued interest.

K A Harrison TD
Chairman
13 September 2016

Consolidated Income Statement
for the four months ended 31 July 2016                                                                                      

Consolidated Statement of Comprehensive Income

The results for the year ended 31 March 2016 have been restated as described in note 4.

Consolidated Statement of Financial Position
at 31 July 2016

Consolidated Statement of Changes in Equity
for the four months ended 31 July 2016

                                             Attributable to equity shareholders of the parent company

Consolidated Cash Flow Statement
for the four months ended 31 July 2016              

Notes to the Interim Report

1.      Basis of preparation

The statutory accounts for the year ended 31 March 2016, prepared under IFRS, have been delivered to the Registrar of Companies and received an unqualified audit report.

The unaudited results for the four months ended 31 July 2016 have been prepared in accordance the same accounting policies as are disclosed in those statutory accounts, other than the departure from International Financial Reporting Standards (“IFRSs”) detailed below, which has been made in order to enhance the information available to shareholders in this instance.  The unaudited results do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006.

The interim report has not been prepared in accordance with IAS34, “International Financial Reporting” in that it does not contain full disclosure of accounting policies and does not detail compliance with other standards:

                1.1  Definition of discontinued operations

                Certain of the disposals of subsidiaries made in this period and the prior year do not fulfil the strict requirements of IFRS 5 for classification as discontinued operations, because of their size in relation                 to the rest of the group.  However, we have elected to present these businesses as discontinued, in both periods, in order that the continuing operations of the group are comparable and show the                 results for only those businesses that remain within the group’s control at the period end.

2.    Gain on disposal of subsidiary companies

The gains in the current period relate to the proceeds from the sales of the company’s subsidiaries, Technocover Limited and OSA Door Parts Limited, less the carrying values of the investments and costs of realisation.  The gain in the year ended 31 March 2016 relates to the disposal of the company’s subsidiary, Ensor Building Products Limited.

3.    Income tax expense

       The income tax expense is calculated using the estimated tax rate for the year ended 31 March 2017.  Tax has not been provided against the exceptional gains on disposals of subsidiaries because such gains are exempted under the Substantial Shareholdings Exemption granted by the Taxation of Chargeable Gains Act 1992.

4.    Discontinued operations

The results for the year ended 31 March 2016 have been restated to treat the results of the subsidiaries disposed of since 1 April 2015 as discontinued, regardless of their treatment in the statutory accounts for the year ended 31 March 2016. The subsidiaries concerned are Ensor Building Products Limited, Technocover Limited and OSA Door Parts Limited.

For this reason, the Consolidated Income Statement is described as unaudited as the comparative figures do not agree to the audited financial statements for the year ended 31 March 2016. However the profit for the period attributable to equity shareholders of the parent company agrees in total to the audited financial statements.

5.    Earnings per share

The calculation of earnings per share for the period is based on the profit for the period divided by the weighted average number of ordinary shares in issue, being 29,895,976 (year ended 31 March 2016: 29,895,976).  There were no financial instruments in existence in either of these periods that would serve to dilute the shareholdings.

Enquiries

Ensor Holdings PLC: Roger Harrison / Marcus Chadwick - 0161 945 5953

Stockdale Securities Ltd: Robert Finlay / Rose Ramsden - 020 7601 6100