RNS Number:7982I
Ashpol PLC
17 March 2003

Introduction



During the year, the Group used its cash reserves to fund the acquisition of a
significant new property portfolio containing nursing homes, a leisure park and
office accommodation.



Financial Results



Year ending 14 August 2002



Turnover for the twelve months to 14 August 2002 was #9.87m (company 2001 :
#5.26m 13 month period). Gross margin was #9.37m (company 2001 : #4.41m),
representing 95% of turnover (company 2001 : 84%).



Administration costs were #1.69m (company 2001: #1.25m). Major items of
administration expenditure were: impairment of investment property #0.3m,
impairment of goodwill #1.03m and professional fees #0.24m.



Operating profit was #7.68m (company 2001: #3.16m), representing 78% of turnover
(company 2001: 60%). After crediting exceptional income of #Nil (company 2001:
#34.18m), and net finance costs of #8.1m (company 2001 : #5.7m), profit before
tax was #0.72m (company 2001 : #33.02m). The exceptional income in the prior
year related to income from shares in group undertakings (#15.08m), profit on
sale of investment properties (#0.81m) and profit on sale of subsidiary
companies (#18.30m).



In the year to 14 August 2002 the Group generated cash outflows of #130.2m
(company 2001 : #131.3m inflow) and as at 14 August 2002 the Group has #927k
(company 2001 : #131.2m) of cash and cash deposits on its balance sheet.



The audit report has been qualified due to non-compliance with Statement of
Standard Accounting Practice 19 'Accounting for Investment Properties'. The
investment properties are included in the Financial Statements at cost rather
than open market value as required by the accounting standard.



During the year the group acquired investment properties via direct acquisition,
the acquisition of subsidiary companies and the acquisition of businesses.  The
directors have taken the decision not to revalue investment properties at the
year end.



Group Profit & Loss Account
for the year ended 14 August 2002

                                                                          12 months                         13 months

                                                                              ended                             ended
                                                                             14 Aug                            14 Aug
                                                              Note             2002                              2001
                                                                              #'000                             #'000

Group rental income                                                           9,872                             5,261

Property outgoings                                                            (503)                             (855)
                                                                   

Net rental income                                                             9,369                             4,406


Administrative expenses                                                     (1,688)                           (1,246)


Operating profit - Group                                                      7,681                             3,160


Profit on sale of investment properties                                           -                               805


Profit on sale of subsidiary companies                                            -                            18,302


Profit on ordinary activities before interest                                 7,681                            22,267


Income from shares in group undertakings                                          -                            15,075


Interest payable - Group                                                    (8,096)                           (5,659)


Interest receivable - Group                                                   1,138                             1,335


Profit on ordinary activities before taxation                                   723                            33,018


Tax on profit on ordinary activities                           4              (386)                                 -


Profit on ordinary activities after taxation                                    337                            33,018

                                                               2
Dividends (including non-equity)                                              (106)                         (145,731)


Retained profit/(loss)                                                          231                         (112,713)




Apart from approximately #98,000 within administrative expenses, amounts
disclosed in the current year between turnover and operating profit relate to
acquisitions made in the year.
Group Balance Sheet
At 14 August 2002

                                                                                 14 Aug                      14 Aug
                                                                                    2002                       2001
                                                                                   #'000                      #'000
Fixed Assets

Tangible assets -investment properties                             3             126,035                         -
                                                                                                                  

Current assets
                                                                                   

Debtors                                                                            8,509                         -
                                                                                                                  

Cash at bank                                                                         927                    131,163


                                                                                   9,436                    131,163

                                                                                                            
Creditors falling due within one year                                            (4,733)                    (1,042)


Net current assets                                                                 4,703                    130,121

                                                                                 
Total assets less current liabilities                                            130,738                    130,121

                                                                                                          
Creditors falling due after one year                                            (75,000)                   (75,000)


Provisions for liabilities and charges                                             (386)                         -


                                                                                  
Net assets                                                                        55,352                    55,121

Capital and reserves


Called up share capital - equity                                                   7,378                      7,378
                        - non-equity                                              40,632                     40,632

                                                                                  48,010                     48,010

Share premium account                                                              7,069                      7,069


Capital redemption reserve                                                            42                         42


Profit and loss account                                                              231                          -
                          

Total shareholders' funds                                                         55,352                     55,121



Group Summarised Cash Flow Statement
for the year ended 14 August 2002
                                                                              12 months                   13 months
                                                                                 14 Aug                      14 Aug
                                                                                   2002                        2001
                                                                                  #'000                       #'000



Net cash (outflow) / inflow from operating activities                               130                     226,090


Returns on investment and servicing of finance                                  (7,794)                      11,604


Taxation                                                                              -                           -


Capital expenditure and financial investment                                   (88,200)                      96,231


Acquisitions and disposals                                                      (8,894)                           -

                                                                                                          
Equity dividends paid                                                                 -                  (145,621)


Cash (outflow)/inflow before financing                                        (104,758)                     188,304


Financing                                                                      (25,478)                    (57,000)


(Decrease) / increase in cash                                                 (130,236)                     131,304


Reconciliation of Operating Profit to Net Cash
Flow from Operating Activities

                                                                              12 months                   13 months

                                                                                 14 Aug                      14 Aug
                                                                                   2002                        2001
                                                                                  #'000                       #'000


                                                                                                            
Profit on ordinary activities before interest                                     7,681                      22,267

Exceptional items included within operating profit                                    -                    (19,107)
Operating profit                                                                  7,681                       3,160


Impairment of goodwill                                                            1,025                           -


(Increase) / decrease in debtors                                                (6,697)                     170,386


(Decrease) / increase in creditors                                              (2,179)                      52,544


Impairment of fixed asset investment property                                       300                           -


Net cash inflow from operating activities                                           130                     226,090




Notes to the Accounts


1.                Basis of preparation



The financial statements have been prepared under the historical cost convention
and, except as indicated below, are in accordance with United Kingdom accounting
standards. The principal accounting policies have been applied consistently
during both the current period and the previous period except in respect of
deferred tax and goodwill as indicated below.  In order to show a true and fair
view, the group's accounting policy in respect of investment properties departs
from the requirements of the Companies Act 1985. Details of this departure are
given in the accounting policy for investment properties below.



In preparing these financial statements the group has adopted Financial
Reporting Standard 19

"Deferred Taxation" for the first time.



The adoption of FRS 19 has had no impact on the results of the group for the
previous year.



Compliance with accounting standards

The financial statements have been prepared in accordance with applicable
accounting standards except in respect of the requirement of Statement of
Standard Accounting Practice No. 19 that all investment properties should be
included in the financial statements at their current open market value as the
directors do not believe the additional information would justify the cost of a
valuation.



Goodwill



Goodwill arising on an acquisition of a trade or subsidiary undertaking is the
difference between the fair value of the consideration paid and the fair value
of the assets and liabilities acquired.  Positive goodwill is capitalised and
amortised through the profit and loss account over the directors' estimate of
its useful economic life.  Impairment tests on the carrying value of goodwill
are undertaken:



-        at the end of the first full financial year following acquisition;

-        in other periods if events or changes in circumstances indicate that
the carrying value may not be recoverable.



Deferred tax



Deferred tax balances are recognised in respect of all timing differences that
have originated but not reversed by the balance sheet date except that:

*        deferred tax is not recognised on timing differences arising on
revalued properties unless the group has entered into a binding sale agreement
and is not proposing to take advantage of rollover relief; and

*        the recognition of deferred tax assets is limited to the extent that
the group anticipates making sufficient taxable profits in the future to absorb
the reversal of the underlying timing differences.



Deferred tax balances are not discounted.




2.               Dividends
                                                                                  14 Aug                      14 Aug
                                                                                    2002                        2001
                                                                                   #'000                       #'000

Equity Shares:
Ordinary Shares
- Interim paid of #Nil (2001 - #1.80 per share)                                        -                     132,843
- Final paid of #Nil (2001 - #0.17 per share)                                          -                      12,778
                                                                                       -                     145,621

Non-Equity Shares:
10% Cumulative Preference Shares                                                     106                         110
5.75% Convertible Cumulative                                                           -                           -
                                                                                     106                     145,731

The directors do not propose an equity dividend

3.         Investment Properties

Balance at 15 August 2001                                                              -
Additions                                                                        104,335
Acquisition of subsidiary                                                         22,000
Impairment                                                                         (300)

Balance at 14 August 2002                                                        126,035




4.         Taxation on profit on ordinary activities                          Year ended                  Year ended

                                                                               14 August                   14 August

                                                                                    2002                        2001
                                                                                   #'000                       #'000

Deferred tax - Origination of timing differences                                     386                           -
                                                                                     386                           -


The tax assessed for the period is lower than the standard rate of
corporation tax in the UK.  The differences are explained below:

Profit on ordinary activities at the standard rate of corporation tax                217                       9,905
in the UK of 30% (2001 - 30%)


Effect of:


Net expense/(income) not chargeable for tax purposes                                 194                    (10,207)
Capital allowances                                                                 (386)                           -
Utilisation of losses to group companies                                               -                         248
Utilisation of losses brought forward                                               (25)                        (16)
Losses carried forward                                                                 -                          70
Current tax charge for period                                                          -                           -



5.         Net Debt

Repayable as follows:


After more than five years                                                        75,000                      75,000



Cash                                                                               (927)                   (131,163)


Net Borrowings                                                                  (74,073)                    (56,163)





6.           Statutory accounts

These preliminary results for the period ended 14 August 2002 have been prepared
using accounting policies unchanged from those set out in the company's 14
August 2001 statutory financial statements except as indicated in note 1. The
financial information for the period ended 14 August 2001 is extracted from the
audited financial statements to that date which were approved on 14 March 2002
and have been delivered to the Registrar of Companies. The auditors report on
the 2001 financial statements were unqualified and did not contain a statement
under S237(2) or (3) of the Act. The financial information for the year ended 14
August 2002 is extracted from the Group's audited financial statements to that
date. As a result of non compliance with Statement of Standard Accounting
Practice 19, the auditors report is qualified. The financial information
contained in this preliminary announcement does not constitute statutory
accounts within the meaning of Section 240 of the Companies Act 1985.





7.            Company Information



Directors                                         W S Benjamin

                                                  K D McGrath

                                                  M Pashley

                                                  I Smith



Secretary                                         A M Jacobs





Registered Office                           5 Wigmore Street
                                            London
                                            W1U 1PB



Registered Number                           104394


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