REG - Computacenter - 2014 Final Results <Origin Href="QuoteRef">CCC.L</Origin> - Part 3
12/03/2015 07:01
- Part 3: For the preceding part double click ID:nRSL2255Hb
Relief on share option gains 1,645 1,142 (502) (55)
Other temporary differences 3,204 2,501 (1,118) 1,562
Effect of changes in tax rate on opening asset - - - (109)
Revaluations of foreign exchange contracts to fair value 54 326 273 320
Losses available for offset against future taxable income 12,155 13,580 545 (2,185)
Gross deferred income tax assets 17,058 17,549
Deferred income tax (credit)/charge (1,300) 1,335
Net deferred income tax asset 14,301 14,225
Disclosed on the balance sheet
Deferred income tax asset 15,049 15,172
Deferred income tax liability (748) (947)
Net deferred income tax asset 14,301 14,225
At 31 December 2014, there was no recognised or unrecognised deferred income
tax liability (2013: £nil) for taxes that would be payable on the unremitted
earnings of the Group's subsidiaries as the Group expects that future
remittances of earnings from its overseas subsidiaries will be covered by the
UK dividend exemption.
e) Impact of rate change
The main rate of UK corporation tax will be reduced to 20 per cent from 1
April 2015, as enacted in the Finance Act 2013. The deferred tax in these
financial statements reflects this.
6 Earnings per ordinary share
Earnings per share ('EPS') amounts are calculated by dividing profit
attributable to ordinary equity holders by the weighted average number of
ordinary shares outstanding during the year (excluding own shares held).
Diluted earnings per share amounts are calculated by dividing profit
attributable to ordinary equity holders by the weighted average number of
ordinary shares outstanding during the year (excluding own shares held)
adjusted for the effect of dilutive options.
Adjusted basic and adjusted diluted EPS are presented to assist with the
understanding of the underlying performance of the Group. Accordingly the
adjusted basic and adjusted diluted EPS figures exclude amortisation of
acquired intangibles and exceptional items.
2014£'000 2013£'000
Profit attributable to equity holders of the parent 55,117 33,160
Amortisation of acquired intangibles 1,868 2,375
Tax on amortisation of acquired intangibles (238) (244)
Exceptional items within operating profit 7,588 28,764
Tax on exceptional items included in operating profit 185 (2,203)
Exceptional tax items - 489
Profit before amortisation of acquired intangibles and exceptional items 64,520 62,341
2014000's 2013000's
Basic weighted average number of shares (excluding own shares held) 135,985 142,665
Effect of dilution:
Share options 1,784 1,428
Diluted weighted average number of shares 137,769 144,093
2014pence 2013pence
Basic earnings per share 40.5 23.2
Diluted earnings per share 40.0 23.0
Adjusted basic earnings per share 47.4 43.7
Adjusted diluted earnings per share 46.8 43.3
7 Dividends paid and proposed
2014£'000 2013£'000
Declared and paid during the year:
Equity dividends on Ordinary Shares:
Final dividend for 2013: 12.3 pence (2012: 10.5 pence) 16,636 15,759
Interim dividend for 2014: 5.9 pence (2013: 5.2 pence) 8,037 7,038
24,673 22,797
Proposed (not recognised as a liability as at 31 December)
Equity dividends on Ordinary Shares:
Final dividend for 2014: 13.1 pence (2013: 12.3 pence) 15,737 16,706
8 Analysis of changes in net funds
At 1 January2014£'000 Cash flowsin year£'000 Non-cashflow£'000 Exchangedifferences£'000 At31 December2014£'000
Cash and short-term deposits 91,098 42,682 - (3,915) 129,865
Bank overdraft (764) (35) - 80 (719)
Cash and cash equivalents 90,334 42,647 - (3,835) 129,146
Bank loans (63) (61) - 4 (120)
Other loans non-CSF - (517) - - (517)
Net funds excluding customer specific financing 90,271 42,069 - (3,831) 128,509
Customer specific finance leases (11,577) 4,983 (342) 240 (6,696)
Customer specific other loans (7,280) 4,664 - - (2,616)
Total customer specific financing (18,857) 9,647 (342) 240 (9,312)
Net funds 71,414 51,716 (342) (3,591) 119,197
At 1 January2013£'000 Cash flowsin year£'000 Non-cashflow£'000 Exchangedifferences£'000 At31 December2013£'000
Cash and short-term deposits 138,149 (48,865) - 1,814 91,098
Bank overdraft (678) (27) - (59) (764)
Cash and cash equivalents 137,471 (48,892) - 1,755 90,334
Current asset investment 10,000 (10,000) - - -
Factor financing (144) 84 - (3) (63)
Net funds excluding customer specific financing 147,327 (58,808) - 1,752 90,271
Customer specific finance leases (17,999) 8,065 (1,235) (408) (11,577)
Customer specific other loans (702) (6,578) - - (7,280)
Total customer specific financing (18,701) 1,487 (1,235) (408) (18,857)
Net funds 128,626 (57,321) (1,235) 1,344 71,414
71,414
9 Related party transactions
During the year the Group entered into transactions, in the ordinary course of
business, with related parties. Transactions entered into are as described
below:
Biomni provides the Computacenter e-procurement system used by many of
Computacenter's major customers. An annual fee has been agreed on a commercial
basis for use of the software for each installation. Both PJ Ogden and PW
Hulme are Directors of and have a material interest in Biomni Limited.
The table below provides the total amount of transactions that have been
entered into with related parties for the relevant financial year:
Sales torelatedparties£'000 Purchasesfrom relatedparties£'000 Amountsowed byrelated parties£'000 Amountsowed torelated parties£'000
Biomni Limited 28 996 - 28
Terms and conditions of transactions with related parties
Sales to and purchases from related parties are made on terms equivalent to
those that prevail in arm's length transactions. Outstanding balances at the
year-end are unsecured and settlement occurs in cash. There have been no
guarantees provided or received for any related party receivables. The Group
has not recognised any provision for doubtful debts relating to amounts owed
by related parties. This assessment is undertaken each financial year through
examining the financial position of the related party and the market in which
the related party operates.
10 Events after the reporting period
Detailed below are the significant events that happened after the Group's year
end date of 31 December 2014 and before the signing of this annual report and
accounts on 11 March 2015.
Disposal of RD Trading Limited
On 2 February, 2015, the Group announced that it was disposing of its
wholly-owned IT disposal and recycling subsidiary, RD Trading Limited
("RDC").
The Group reached agreement with Arrow Electronics UK Holding Limited for the
disposal of the entire issued share capital of the RDC. For the year ended
31 December 2014, RDC generated revenues of £44.1 million (2013: £41.9
million), statutory profit before tax of £4.8 million (2013: £3.7 million) and
as at 31 December 2014 had net assets of £16.2 million (2013: £12.5 million).
Gross consideration for the disposal is £56 million payable in cash (on a
cash-free and debt-free basis), before transaction costs and subject to
certain post-completion adjustments. Completion of the disposal is not subject
to any outstanding conditions and has now taken place. There is no provision
for the payment of deferred consideration under the agreement.
The disposal of RDC did not warrant classification as a non-current asset held
for sale at the reporting date as management judged, in accordance with the
Group's accounting policy that the sale was not highly probable at the
reporting date, nor was the Board committed to a sale plan where there was an
expectation that the assets would be sold within one year. RDC also does not
meet the requirements for a discontinued operation as it is not a major line
of business or discrete geographical area (i.e. an operating segment).
The proceeds of the disposal will be used as part of the one-off Return of
Value to Shareholders outlined below.
Return of Value to Shareholders
The Group announced on 02 February 2015, that it proposed to make a one-off
Return of Value to Shareholders of 71.9 pence per Existing Ordinary Share,
equivalent to approximately £100 million or approximately 11.2 per cent of
Computacenter's current market capitalisation, based on the middle market
price of 643 pence per Existing Ordinary Share on 29 January 2015. The return
is being made using a B Share structure with an associated Share Capital
Consolidation of 15 New Ordinary Shares for every 17 Existing Ordinary Shares.
The approval of Shareholders was required for the Return of Value and Share
Capital Consolidation. Accordingly, the Group posted a circular to its
Shareholders and convening an Extraordinary General Meeting, held on 19
February 2015, where the Return of Value was approved.
The Return of Value consisted of a Capital Reorganisation, including the issue
and allotment of B Shares and an associated Share Capital Consolidation.
Under the terms of the Return of Value, Shareholders received for every 1
Existing Ordinary Share held at the Record Date 1 B Share; and in place of
every 17 Existing Ordinary Shares held at the Record Date 15 New Ordinary
Shares.
Following Shareholder approval, Shareholders were able to elect between the
following alternatives in relation to their B Shares.
Alternative 1 - Single B Share Dividend ("Income")
Shareholders could have elected to receive the Single B Share Dividend of 71.9
pence per B Share in respect of all of their B Shares.
Alternative 2 - Purchase Offer ("Capital")
Alternatively, Shareholders (other than US Shareholders) could have elected to
for all of their B Shares to be purchased by Investec Bank plc, acting as
principal on 23 February 2015, at 71.9 pence per B Share, free of all dealing
expenses and commissions.
The payment of the consideration under the purchase offer and of the Single B
Share Dividend was in each case completed on 10 March 2015.
Management reviewed the financial position of the Group just prior to the
announcement of the Return of Value and continue to regard the going concern
assumption as appropriate and the financial statements continue to be prepared
on this basis.
11 Publication of non-statutory accounts
The financial information in the preliminary statement of results does not
constitute the Group's statutory accounts for the year ended 31 December 2014
but is derived from those accounts and the accompanying Directors' report.
Statutory accounts for the year ended 31 December 2014 will be delivered to
the Registrar of Companies following the Company's Annual General Meeting.
The auditors have reported on those accounts; their report was unqualified and
did not contain statements under Section 498 (2) or Section 498 (3) of the
Companies Act 2006.
The financial statements, and this preliminary statement, of the Group for the
year ended 31 December 2014 were authorised for issue by the Board of
Directors on 11 March 2015 and the balance sheet was signed on behalf of the
Board by MJ Norris and FA Conophy.
The statutory accounts have been delivered to the Registrar of Companies in
respect of the year ended 31 December 2013. The report of the auditors was
unqualified and did not contain statements under Section 498 (2) or Section
498 (3) of the Companies Act 2006.
This information is provided by RNS
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