RNS Number:5553M
American ZDP Limited
19 June 2003
AMERICAN ZDP LIMITED
PRELIMINARY ANNOUNCEMENT OF INTERIM UNAUDITED RESULTS
for the period ended 31 March 2003
Chairman's Statement
Market conditions for all aspects of the Company's investments in the first half
of the current financial year remained very difficult. The Company's net asset
value per Zero Dividend Preference ("ZDP") share, adjusted to reflect the
shortfall in assets of the parent company of #21,2106,000, remains substantially
below the full entitlement of 123.71p at 31 March 2003, standing at 29.41p. At
this level Group assets would have to grow by circa 45.3 per cent. annually
between 1st April 2003 and redemption on 31st March 2008 in order for the
Company to be able to redeem the ZDP shares at their full entitlement of
190.43p.
The Directors consider it to be prudent and best accounting practice to make a
provision against the loan to the holding company of #15,882,000, to reflect the
assets of the holding company currently available to meet the entitlement of the
Company.
R L Ottley
Chairman
19 June 2003
Statement of Total Return (unaudited)
Six months ended Six months ended
31 March 2003 31 March 2002
Revenue Capital Total Revenue Capital Total
#'000 #'000 #'000 #'000 #'000 #'000
Dividends and other appropriationsProvision - (15,882) (15,882) - - -
against loan to holding company
Net loss on ordinary activities - (15,882) (15,882) - - -
Dividends and other appropriations:
Compounding entitlement of
Zero Dividend Preference shares - (1,171) (1,171) - (1,074) (1,074)
Transfer from reserves - (17,053) (17,053) - (1,074) (1,074)
Return/(loss) per Zero Dividend Preference
share (pence):
Per Articles of Association - (89.09) (89.09) - 4.77 4.77
Per FRS4 - 5.20 5.20 - 4.77 4.77
The revenue column of this statement represents the revenue account of the
Company.
All revenue and capital items in the above statement derive from continuing
operations.
The Statement of Total Return is presented in accordance with the Statement of
Recommended
Practice for Financial Statements of Investment Trust Companies.
Balance Sheet
As at As at As at
31 March 31 March 30 September
2003 2002 2002
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Fixed assets
Loan to holding company 22,500 22,500 22,500
Provision on loan to holding company (15,882) - -
Total net assets 6,618 22,500 22,500
Capital and reserves
Called-up share capital 225 225 225
Share premium account - 22,275 -
Special reserve 22,275 - 22,275
Capital reserve (21,216) (3,035) (4,163)
Zero Dividend Preference shares redemption reserve 5,334 3,035 4,163
Total shareholders' funds 6,618 22,500 22,500
Shareholders' funds attributable on an Articles of Association basis:
Ordinary shares - (3,035) (4,163)
Zero Dividend Preference shares 6,618 25,535 26,663
6,618 22,500 22,500
Shareholders' funds attributable on an FRS4 basis:
Ordinary shares (21,216) (3,035) (4,163)
Zero Dividend Preference shares 27,834 25,535 26,663
6,618 22,500 22,500
Net asset value per share on an Articles of Association basis:
Zero Dividend Preference shares (pence) 29.41 113.49 118.50
Net asset value per share on an FRS4 basis:
Zero Dividend Preference shares (pence) 123.71 113.49 29.14118.50
Cash Flow Statement (unaudited)
Six months Six months
ended Ended
31 March 2003 31 March 2002
#'000 #'000
Net cash inflow from operating activities - -
Net cash inflow from financing - -
Movement in cash in the period - -
There were no cash inflows/(outflows) for the six months ended 31 March 2003 and
31 March 2002.
Notes:
1. Return per share
Articles of Association basis
The capital return per Zero Dividend Preference share is based on the
compounding entitlement payable on redemption of the shares of #1,171,000 (2002
- #1,074,000), less the provision on the loan to the holding company of
#15,882,000 (2002 - nil) and less the shortfall in assets of the holding company
of #5,334,000 (2002 - nil) to meet the liability of the Ordinary shares under
the subscription agreement and on 22,500,000 (2002 - 22,500,000) Zero Dividend
Preference shares being the weighted average number of Zero Dividend Preference
shares in issue during the period.
FRS4 basis
The capital return per Zero Dividend Preference share is based on the
compounding entitlement payable on redemption of the shares of #1,171,000 (2002
- #1,074,000) and on 22,500,000 (2002 - 22,500,000) Zero Dividend Preference
shares being the weighted average number of Zero Dividend Preference shares in
issue during the period.
2. Net asset value per share
The net asset value per share and the net asset values attributable to each
class of share on an Articles of Association basis at the period end were as
follows:
Net asset value Net asset value
per share attributable attributable
31 March 31 March 30 September 31 March 31 March 30 September
2003 2002 2002 2003 2002 2002
p p p #'000 #'000 #'000
Zero Dividend
Preference shares 29.41 113.49 118.50 6,618 25,535 26,663
The net asset value per share and the net asset values attributable to each
class of share on a FRS4$ basis at the period end were as follows:
Net asset value Net asset value
per share attributable attributable
31 March 31 March 30 September 31 March 31 March 30 September
2003 2002 2002 2003 2002 2002
p p p #'000 #'000 #'000
Zero Dividend
Preference shares 123.71 113.49 118.50 27,834 25,535 26,663
The movements during the period of the assets attributable to each class of
share on an Articles of Association basis were as follows:
Zero
Dividend
Preference Ordinary
shares shares Total
#'000 #'000 #'000
Balance brought forward 26,663 - 26,663
Transfer of accrued redemption premium 1,171 - 1,171
Shortfall to meet the liability of the
Ordinary shares under the subscription
agreement
(5,334) - (5,334)
Provision on loan to holding company (15,882) - (15,882)
Balance at 31 March 2003 6,618 - 6,618
The movements during the period of the assets attributable to each class of
share on an FRS4 basis were as follows:
Zero
Dividend
Preference Ordinary
shares shares Total
#'000 #'000 #'000
Balance brought forward 26,663 (4,163) 22,500
Transfer of accrued redemption premium 1,171 (1,171) -
Provision on loan to holding company - (15,882) (15,882)
Balance at 31 March 2003 27,834 (21,216) 6,618
The net asset value per Zero Dividend Preference ("ZDP") share on an Articles of
Association basis is based on net ZDP shareholders' funds of #6,618,000 (31
March 2002 - #25,535,000 and 30 September 2002 - #26,663,000) and on 22,500,000
(31 March 2002 - 22,500,000 and 30 September 2002 - 22,500,000) ZDP shares,
being the number of ZDP shares in issue at the period end.
The net asset value per Zero Dividend Preference ("ZDP") share on an FRS4 basis
is based on net ZDP shareholders' funds of #27,834,000 (31 March 2002 -
#25,535,000 and 30 September 2002 - #26,663,000) and on 22,500,000 (31 March
2002 - 22,500,000 and 30 September 2002 - 22,500,000) ZDP shares, being the
number of ZDP shares in issue at the period end.
The analysis of shareholders' funds on the face of the Balance Sheet has been
computed in accordance with the provision of Financial Reporting Standard 4
"Capital Instruments" and also under the Articles of Association of the
respective classes of share on a return of assets at 31 March 2003.
A reconciliation between FRS4 and the Articles of Association basis is shown
below:
31 March 31 March 31 September
2003 2002 2002
Reconciliation of FRS4 to Articles of Association basis #'000 #'000 #'000
FRS4 Zero Dividend Preference shares net assets attributable 27,834 25,535 26,663
Provisions on loan to holding company (15,882) - -
Shortfall to meet the liability of the Ordinary shares under the
subscription agreement (5,334) - -
Zero Dividend Preference shares net assets attributable under the Articles
of Association 6,618 25,535 6,557
There is currently a shortfall in assets to meet the obligations of the ZDP
shareholders in the parent company of #21,2106,000 made up of the provision on
the loan to the holding company of #15,882,000 and the shortfall to meet the
liability of the Ordinary shares under the subscription agreement of #5,334,000.
If the Group had been wound up on 31 March 2003 there would not have been enough
assets to fully meet the obligations of the ZDP shareholders. The net asset
value of the ZDP shares at 31 March 2003, taking into account this shortfall but
excluding notional liquidation costs and adjustments to the carrying value of
investments, would be 29.41p per share.
3. Loan to parent company
The Directors have considered the recoverability of the loan to the parent
company in light of its net liabilities of #21,2106,000 and the shortfall in
assets attributable to the ZDP shareholders of the Group of #21,2106,000.
The Directors think consider that it is prudent and best accounting practice to
have a provision against the loan to the holding company.
The Company has a fixed life to 31 March 2008 at which time it will be wound up
and if sufficient assets are available at this time ZDP shareholders will be
paid their final capital entitlement. This is still some time away and the
Directors still consider the Group and Company to be a going concern.
By providing #15,882,000 against the loan to the holding company and by
reflecting the shortfall to meet the liability of the Ordinary shares under the
subscription agreement of #5,334,000, the Directors consider the financial
statements to fairly reflect the shortfall in assets of the holding company of
#21,216,000.
4. The results for the period ended 30 September 2002 have been extracted from
published accounts that have been delivered to the Registrar of Companies in
Jersey and on which the report of the auditors was unqualified. The interim
accounts have been prepared on the same basis as the annual accounts.
5. The Interim Report will be posted to shareholders in due course and further
copies will be available from the registered office, No.1 Seaton Place, St.
Helier, Jersey, JE4 8YJ.
19 June 2003
Aberdeen Asset Managers Jersey Limited
Secretaries
Independent Review Report by KPMG to
American ZDP Limited
Introduction
We have been instructed by the Company to review the financial information for
the six months ended 31 March 2003 set out above. We have read the other
information contained in the interim report and considered whether it contains
any apparent misstatements or material inconsistencies with the financial
information.
This report is made solely to the Company in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the Listing
Rules of the Financial Services Authority and The Channel Islands Stock
Exchange. Our review has been undertaken so that we might state to the Company
those matters we are required to state to it in this report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company for our review work, for this
report, or for the conclusions we have reached.
Directors' Responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the Directors. The Directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority and The Channel Islands Stock Exchange
which require that the accounting policies and presentation applied to the
interim figures should be consistent with those applied in preparing the
preceding annual accounts except where they are to be changed in the next annual
accounts in which case any changes, and the reasons for them, are to be
disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/
4: Review of Interim Financial Information issued by the United Kingdom Auditing
Practices Board. A review consists principally of making enquiries of management
and applying analytical procedures to the financial information and underlying
financial data and, based thereon, assessing whether the accounting policies and
presentation have been consistently applied unless otherwise disclosed. A review
is substantially less in scope than an audit performed in accordance with
Auditing Standards and therefore provides a lower level of assurance than an
audit. Accordingly we do not express an audit opinion on the financial
information.
Review Conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 31 March 2003.
19 June 2003
KPMG
Chartered Accountants
Jersey
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IR UKRBROWRNAAR