The directors present their report and the audited accounts of
the Group for the year ended 31 December 2004.
Review of the Group and its activities
The performance and activities of the Group during the year are
set out in the Chairman’s Statement, the Chief Executive’s
Review, the Financial Review and the At a Glance pages.
On 8 January 2004 the Group acquired the assets of the
distribution arm of Multiblitz for c1.9 million (£1.4 million) cash.
On 30 March 2004 the Group acquired the operating assets and
certain of the liabilities of Charter Broadcast North America Inc.
for £0.1 million, including acquisition expenses.
Results and dividends
The Group’s profit on ordinary activities before tax, exceptional
items, goodwill amortisation and impairment amounted to £16.2
million (2003: £16.1 million). Profit on ordinary activities before
tax but after exceptional items, goodwill amortisation and
impairment amounted to £12.3 million (2003: £7.8 million).
The directors recommend a final dividend of 8.9p per share
(2003: 16.6p). If approved, the dividend per share for the year
will total 15p (2003: 22.7p). Subject to approval by
shareholders, the final dividend will be paid on 20 May 2005 to
shareholders on the register on 22 April 2005.
Post balance sheet events
On 25 January 2005 the Group signed a five year £100 million
Multicurrency Revolving Credit Facility Agreement to replace the
two existing Multicurrency Revolving Credit Facility Agreements
which had termination dates of 28 October 2005. The first draw
down on this Facility was made on 31 January 2005.
The Group’s continuing strategy is to grow its businesses
through organic expansion and carefully planned acquisitions
principally in areas related to its existing businesses, customers,
markets and skills.
Research, development and engineering
The management of the Group continues to recognise that new
products are essential to its long-term success and considerable
emphasis is placed on active product development programmes
in the manufacturing companies. In 2004 those companies
spent £7.9 million (2003: £8.8 million) on research,
development and engineering.
Details of shares issued during the year are set out in Note 21 to
the accounts. An analysis of shareholdings is shown
on in the Shareholder information and Financial calendar page. The middle market price of a share of the Company
on 31 December 2004, the last day of dealing in 2004, together
with the range during the year, is also shown on the Shareholder information and Financial calendar page.
As at 22 March 2005, the Company had been notified of the
following interests of 3% or more of its issued share capital:
|| Number of
|Harris Associates L.P.
|Baring Trustees (Guernsey) Limited
|*Britel Fund Trustees, The Trustees of BT Pension Scheme
|*Royal Mail Pensions Trustees Limited and Possfund Custodian Trustee Limited
|*Devon County Council
|*The Essex County Council Pension Fund
|*Hermes Focus Asset Management Limited, Hermes Investment Management Limited
(as general partners of the UK Small Companies Focus Fund (SCFF)) and Hermes
|SLP Limited, as partner in SCFF
|*Nottinghamshire County Council
|*Ram Trust Services Inc
|Deutsche Bank AG and its subsidiary companies
|Legal & General Investment Management Limited
|Lloyds TSB Group plc and its subsidiaries
*Each interest marked with an asterisk above is, or includes, an interest as a limited liability partner of the Hermes Small Companies Focus Fund, the total
notified interest of which is 2,056,234.
Information correct at 13/04/05