RNS Number:7321F
Acquisitor Holdings (Bermuda) Ltd
29 November 2004
FOR IMMEDIATE RELEASE 29 NOVEMBER 2004
ACQUISITOR HOLDINGS (BERMUDA) LTD.
("Acquisitor Holdings" or "the Company")
(Ticker: Reuters AOB.L or Bloomberg: AOB LN)
FINAL RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2004
The Board of Acquisitor Holdings (Bermuda) Ltd. today announces its Final
Results for the year ended 30 September 2004.
HIGHLIGHTS:
* $12 million raised in March 2004 taking net assets to $29,043,217 (2003:
$16,861,683)
* Net income of $728,647 (2003: $727,556)
* Profitable disposal of holdings in Aldila and Michael Baker
Commenting on the results, Chairman John Radziwill said: "The year ended 30
September 2004 was a year of achievement, continuing progress and profitability
for our Company. We enlarged our capital base and for the first time applied our
acquisition strategy in European markets on a large scale."
"I am confident that providing we keep to our analytical discipline we will be
able to continue our past record and successfully deploy funds to the benefit of
all shareholders. I would like to take this opportunity of thanking our
shareholders for their support through this year of expansion, change and
success."
FULL STATEMENT ATTACHED
Enquiries:
Bishopsgate Communications Ltd Tel: 0207 430 1600
Maxine Barnes
Dominic Barretto
Email: maxine@bishopsgatecommunications.com
Information on the Company can also be obtained at:
www.acquisitorholdings.com
CHAIRMAN'S STATEMENT
INTRODUCTION
The year to September 2004 was a year of achievement, continuing progress and
profitability for our Company. We enlarged our capital base and for the first
time applied our acquisition strategy in European markets on a large scale.
CAPITAL RAISING
In March 2004, we raised approximately $12 million, net of expenses, at 32p per
share. Approximately $1 million of monies raised were raised from funds
associated with Duncan Soukup and myself thereby displaying our continued
optimism in the future of the Company and taking our total investment in the
Company to more than $5 million. The remainder of the shares were placed both
with existing and new institutional shareholders. This was an extremely
gratifying vote of confidence from both existing and new shareholders.
FINANCIAL HIGHLIGHTS
For the year ended 30 September 2004, Acquisitor Holdings reported net income of
$728,647 (2003: $727,556) and earnings per share of $0.018 (2003: $0.025). Net
assets as of 30 September 2004 were $29,043,217 or $0.59 per share (2003:
$16,861,683 or $0.59 per share).
Administrative expenses were $2,014,688 for the year (2003: $956,884). Whilst
normal operating expenses remained at much the same level as last year, we
incurred significant transaction related expenses, mostly legal and advisory
fees, in connection with the shareholder action, described below, with Baltimore
Technologies Plc. I would, however, like to point out that we are claiming a
substantial proportion of these transaction related expenses from one of the
firms of lawyers who represented us in this action and whom we believe were
negligent.
MAJOR ACQUISITIONS
Baltimore Technologies Plc *
Initially attracted to Baltimore by its discount to net assets, we quickly
determined that, in our opinion, Baltimore's management and board did not have a
commercially viable plan to maximise shareholder value. We therefore
requisitioned an EGM in May 2004 to replace the entire board; our resolutions
were defeated by an extremely narrow margin. In July 2004, having tabled
resolutions for the AGM and requisitioned a further EGM, we were successful in
removing the entire board and appointing a new board including Duncan Soukup and
Tim Lovell to represent our interests as the largest shareholder with 26% of
Baltimore's equity.
Baltimore currently has no operating businesses and a cash balance of
approximately #26 million. Net asset value at 30 June 2004, shown in the recent
interim statement, was #16.5 million. The new board and management are working
to ensure that Baltimore's assets are redeployed effectively.
Notwithstanding that our share of Baltimore's stated net assets is below our
cost, the Board does not believe that the value of our holding has been
permanently impaired. Accordingly the holding is carried at cost in the balance
sheet.
The Company's auditors KPMG are of the opinion that a write down should be made
for an impairment as required by Financial Reporting Standard No. 11 "Impairment
of Fixed Assets and Goodwill". The effect of such a write down would have been
to reduce the profit on ordinary activities for the year ended September 30,
2004 by approximately $2.8 million and the amount carried for investments at
that date by an equivalent amount.
* Further information on Baltimore can be found at www.baltimore.com
Nettec PLC
During the year, we acquired a stake of approximately 26% in Nettec, which has
since been increased to 27.4%, a cash shell with cash of approximately #10.5
million and net assets of approximately #10.2 million. Duncan Soukup has joined
Nettec's board and the company is seeking an acquisition.
MAJOR DISPOSALS
Aldila Inc.
This holding was sold for a profit of approximately $1.1 million on a cost of
$1.8 million. It is worth noting that although the share price reached a level
74% below cost, at no stage did management believe there was a permanent
impairment in value. Outcomes such as this vindicate your management's belief
that market prices in illiquid stocks are not a reliable guide to their value.
Michael Baker Corporation
All our holding has now been sold. Most of the holding was sold in the year to
30 September 2004, with a small balance sold in October 2004, resulting in a
total gain of $1.8 million on a cost $4.5 million, of which $1.7 million was
reflected in the current results.
CHANGE IN REPORTING CURRENCY
Due to the increasing exposure to the UK stock market and also due to the fact
that the Company's stock market quote is denominated in pounds, the board has
decided to change the Company's reporting currency from US dollars to pounds
with effect from 1 October 2004.
COMMENTARY AND OUTLOOK
As of 30 September 2004, your company had net assets of some $29 million of
which some 94% is represented by investments. However Baltimore and Nettec have
combined liquidity amounting to $66 million, at current exchange rates,
available for acquisitions. I am confident that providing we keep to our
analytical discipline we will be able to continue our past record and
successfully assist in the deployment of these funds to the benefit of all
shareholders. I would like to take this opportunity of thanking our shareholders
for their support through this year of expansion, change and success.
John Radziwill
Date: 26 November 2004 Chairman
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED
30 SEPTEMBER 2004
2004 2003
$ $
INCOME FROM OPERATIONS - -
GROSS PROFIT - -
Administrative expenses (2,014,688) (956,884)
------- ------
OPERATING LOSS (2,014,688) (956,884)
Profit on disposal of investments 2,839,523 1,431,788
Other interest receivable and similar income 66,278 310,597
Interest payable (162,466) (57,945)
PROFIT ON ORDINARY ACTIVITIES AND
RETAINED PROFIT FOR THE PERIOD $ 728,647 $ 727,556
Earnings per share 0.0185 0.0255
The Company's income and expenses all relate to continuing operations.
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED
30 SEPTEMBER 2004
2004 2003
$ $
PROFIT ON ORDINARY ACTIVITIES 728,647 727,556
Currency translation differences on investments
financed by foreign currency borrowings (5,264) -
Profit on share capital repurchase 16,029 -
TOTAL GAINS AND LOSSES RECOGNISED
DURING THE PERIOD $ 739,412 $ 727,556
BALANCE SHEET AS AT 30 SEPTEMBER 2004
2004 2003
$ $ $ $
FIXED ASSETS
Investments at cost 27,279,396 9,794,321
CURRENT ASSETS
Cash at bank and in hand 4,907,649 8,476,184
Other debtors 13,873 -
Prepayments & accrued income 13,172 9,484
4,934,694 8,485,668
CURRENT LIABILITIES
Creditors falling due within
one year 3,170,873 1,418,306
NET CURRENT ASSETS 1,763,821 7,067,362
NET ASSETS $29,043,217 $16,861,683
CAPITAL AND RESERVES
Called-up share capital 826,051 447,115
Share premium account 26,750,198 15,687,012
Foreign exchange reserve (5,264) -
Profit and loss account 1,472,232 727,556
$29,043,217 $16,861,683
NET ASSET VALUE PER SHARE $ 0.59 $ 0.59
CASH FLOW STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2004
2004 2003
$ $ $ $
Net cash outflow from (1,872,276) (582,760)
operating activities
Returns on investments and
servicing of finance
Interest received 86,247 123,980
Interest paid (162,466) (57,945)
(76,219) 66,035
Financing
Cash proceeds from issuance 12,028,475
of share capital
Repurchase of shares (570,324) 3,529,381
11,458,151 3,529,381
Capital expenditure and
financial investment
Purchase of investments (29,205,627) (7,614,020)
Proceeds on disposal of 14,560,075 11,856,233
investments
(14,645,552) 4,242,213
(Decrease) increase in cash
during the $(5,135,896) $7,254,869
year/period
---ENDS---
This information is provided by RNS
The company news service from the London Stock Exchange
END
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