St Helen's Capital Plc ("St Helen's Capital" or "the Company"), the Ofex traded corporate finance house, announces record audited annual results for the year ended 31 March 2006.
FINANCIAL HIGHLIGHTS
* Turnover: Up 7% at GBP 973,384 (2005: GBP 909,291)
* Profit before tax: GBP 10,857 (2005: loss GBP 247,927)
* Shareholder Funds: Increased by 36% GBP 583,711 (2005: GBP 429,720)
* Earnings per share: 0.07p (2005: loss 1.5p)
CHAIRMAN'S STATEMENT
I am pleased to present your Company's final results for the year to 31 March 2006.
St Helen's Capital is now firmly established as the leading Ofex (PLUS) Corporate Advisory firm and your Board believes that over the coming 12 months there will be a significant improvement in the number of new entrants and increased trading on Ofex (PLUS). Ofex will be formally changing its name to PLUS in the near future.
During the year, we became members of the London Stock Exchange and as a result, are able to act as Broker to AIM companies. We believe that this will allow us to work in both markets to the benefit of our clients. Whilst in the longer term the intention remains to apply to become an AIM Nomad the Directors believe the above factors should lead to considerable continued growth in the coming 12 months.
St Helen's Capital now has a particularly strong middle management team as detailed in the Directors' Report and we now feel it is the appropriate stage in our development to announce a consolidation of the Board structure which will take effect from 1 July 2006.
Having spent the last eight years building St Helen's Capital into the leading Ofex Corporate Advisory firm and recruiting the new management team I have decided that the time is right for me to step down from the Board in order to allow me more time to develop other City interests. I will relinquish my role as Executive Chairman on 30 June 2006 but intend to remain with the Company until 30 September 2006.
Mark Warde-Norbury will become Executive Chairman. Mark has been with the Company since 1998 and contributed significantly to its growth.
It is the Board's intention to appoint a new Chief Executive in due course and until a suitable candidate has been recruited, Barry Hocken will be appointed Chief Executive. Barry is one of the most respected names in the Ofex (PLUS) Market and since joining St Helen's in September 2004 has spearheaded the growth of the Ofex (PLUS) Division.
Dick Shand, a Chartered Accountant, with over 30 years experience in commerce and industry will be appointed Finance Director of St Helen's Capital on 1 July 2006. Dick has been Financial Controller since January 2006.
The above Board changes are all subject to the approval of the Financial Services Authority (FSA).
St Helen's Capital is well placed to develop significant shareholder value both as the leading Ofex Corporate Adviser and as an AIM broker. I have every confidence that Mark Warde-Norbury and Barry Hocken will continue the progress that we have worked so hard to achieve. I take this opportunity to thank all my colleagues at St Helen's for their continued loyalty and commitment.
Finally, I appreciate that a number of our shareholders have waited patiently for our recovery from the difficult post Dotcom years and I am pleased to announce these much improved results, the growing strength of our middle
management team and the Board changes which should see the Company go from strength to strength.
TONY DRURY
CHAIRMAN
The Directors of the Issuer accept responsibility for this announcement.
DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2006
The directors present their report and the financial statements for the year ended 31 March 2006.
REVIEW OF THE BUSINESS
The Directors are pleased to report a profit for the year of GBP 10,800 compared to a loss for the year ended 31 March 2005 of GBP 248,000. Turnover increased to GBP 973,000 (2005: GBP 909,000). In addition the Company made unrealised investment gains of GBP 47,000 (2005: GBP 375,000). Net assets increased by GBP 154,000 (36%) to GBP 584,000 (2005: GBP 430,000).
THE OFEX MARKET
St Helen's has consolidated its position as the leading Ofex Corporate Finance Advisory firm and now acts for 23 companies which represents 15% of the total number of companies traded on Ofex.
During the year the Company completed 24 fund-raisings representing a total of GBP 10m and introduced 16 new companies to Ofex which was 36% of the total number of new entrants for the period.
Over the last twelve months several of our clients moved to AIM including Betex Group Plc, Twenty Plc, Maypole Plc and Clarkson Hill Group Plc.
THE AIM MARKET
On 16 March 2006 St Helen's Capital announced that it had become a Member of the London Stock Exchange and had received permission to act as an AIM Broker.
"ST HELEN'S" BRANDED COMPANIES
St Helen's Finance Plc and St Helen's Private Equity Plc, both of which are traded on Ofex, have moved forward in the period under review.
St Helen's Property Investments Limited has not made the progress expected and the position is under review.
St Helen's Capital Plc does note have a controlling interest in any of the above companies.
RISK PROFILE
The Board consider that there are two main issues which may impact on future results. Firstly the possibility of a continued bear market in small company shares and secondly, and less likely, a collapse in confidence in the Ofex (PLUS) market.
The Company's income comes from Ofex corporate advisory fees, transaction fees and commissions on fundraisings, the latter being c.50%: however, the timing and size of the latter can create short term cash-flow timing difficulties. This has and may result in the need to sell some investments and/or the issue of new shares.
STAFF MATTERS
The most important development in the last few months has been the growing strength of the management team with the recruitment of Dick Shand as Financial Controller, Leo Godsall as Deal Manager, Adrian Humphrey as Head of Broker Services together with Mark Anwyl our Compliance Office. The Ofex Division have recruited John Bridges and have recently been joined by Duncan Vasey from Gateway Securities.
FUTURE PROSPECTS
The future of the Ofex market is of considerable importance to the continuation of the improvement in the Company's position. On 1 September 2006 Ofex will change its name to PLUS and we expect to see an increase in its marketing
activities. The strength of the St Helen's team will ensure the Company remains the leading Ofex advisory firm.
However the ability to act as an AIM broker expands considerably the opportunities available to the Company and this should reflect in future results.
The Company is well placed to deliver improving shareholder performance.
RESULTS AND DIVIDENDS
The results for the year are set out on page 6.
The directors do not recommend payment of an ordinary dividend.
DIRECTORS
The following directors have held office since 1 April 2005:
A C Drury
M Warde - Norbury
S L McNeill - Ritchie
R D Abbott
B Hocken (Appointed 7 October 2005)
J Pither
A Legge (Appointed 6 October 2005 and resigned 13 December 2005)
DIRECTORS' INTEREST
The directors' interest in the shares of the company were as stated below:
ORDINARY SHARES OF 5P EACH
31 MARCH 2006 1 APRIL 2005
A C Drury 3,350,000 3,475,000
M Warde - Norbury 3,254,276 3,040,000
S L McNeill - Ritchie 61,957 51,957
R D Abbott 357,142 357,142
B Hocken 140,000 -
J Pither 2,689,682 2,539,682
An employee share ownership plan trust holds a further 232,603 shares (2005: 232,602) Mr A C Drury is a trustee.
The directors' interests in share options were as follows:
NUMBER OF EXERCISEDATE OF GRANTEXERCISE PERIOD
OPTIONS PRICE
J Pither 403,923 15p 06/05/2004 06/05/2005 - 13/07/2009
403,923 10p 06/05/2004 06/05/2004 - 13/07/2009
1,111,111 9p 31/03/2005 31/03/2005 - 31/03/2008
R Abbott 403,923 15p 06/05/2004 06/05/2005 - 13/07/2009
403,923 10p 06/05/2004 06/05/2005 - 13/07/2009
CREDITOR PAYMENT POLICY
It is the company's policy to settle all credit transactions in accordance with terms agreed with supplies. Creditor days at the year end amounted to 22 days (2005: 81 days).
AUDITORS
In accordance with Section 385 of the Companies Act 1985, a resolution proposing that UHY Hacker Young be reappointed as auditors of the company will be put to the Annual General Meeting.
DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice.
Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website.
So far as the directors are aware at the date of approval of this report
- there is no relevant audit information of which the company's auditors are
unaware; and
- the directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that
the auditors are aware of that information.
On behalf of the board
M Warde - Norbury
DIRECTOR
19 June 2006
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2006
2006 2005
GBP GBP
TURNOVER 973,384 909,291
Cost of sales (132,831) (372,184)
________ ________
GROSS PROFIT 840,553 537,107
Administrative expenses (1,078,962) (760,859)
________ ________
OPERATING LOSS (238,409) (223,752)
Investment income 257,228 14,812
Amounts written off investment - (31,002)
Interest payable and similar charges (7,962) (7,985)
________ ________
PROFIT/(LOSS) ON ORDINARY ACTIVITIES
BEFORE TAXATION 10,857 (247,927)
Tax on profit/(loss) on ordinary
activities - -
________ ________
PROFIT/(LOSS) ON ORDINARY ACTIVITIES
AFTER TAXATION 10,857 (247,927)
======= =======
EARNINGS/(LOSS) PER
SHARE (PENCE) 0.07 pence (1.5) pence
======= =======
TOTAL RECOGNISED GAIN/(LOSS)
PER SHARE (PENCE) 0.33 pence 0.8 pence
======= =======
DILUTED EARNINGS/(LOSS) PER
SHARE (PENCE) 0.06 pence (1.5) pence
======= =======
DILUTED TOTAL RECOGNISED GAIN/(LOSS)
PER SHARE (PENCE) 0.29 pence 0.8 pence
======= =======
The company's operation in the year continued unchanged; no operations were disposed of or acquired.
BALANCE SHEET
AS AT 31 MARCH 2006
2006 2005
GBP GBP GBP GBP
CURRENT ASSETS
Work in progress 50,000 45,000
Debtors 155,124 179,720
Investments 647,724 583,599
Cash at bank and in hand - 24,215
_______ _______
852,848 832,534
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR (269,137) (402,814)
_______ _______
TOTAL ASSETS LESS
CURRENT LIABILITIES 583,711 429,720
======= =======
CAPITAL AND RESERVES
Called up share capital 957,447 278,307
Share premium account 326,307 278,307
Revaluation reserve 422,245 375,110
Other reserves (50,254) (50,254)
Profit and loss account (1,072,034) (1,082,891)
________ ________
SHAREHOLDERS'FUNDS -
EQUITY INTERESTS 583,711 429,720
======= =======
The financial statements were approved by the Board on 19 June 2006
B Hocken M Warde - Norbury
DIRECTOR DIRECTOR |
