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| Date/Time | Headline | Source |
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| 03-11-09 | RNS |
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RNS Number : 8198B Veris PLC 02 November 2009 VERIS plc ("Veris") board change Further to the announcement on 14 July 2009 that Bernard Farrell was resigning as Group CEO on 31 July 2009 and would remain as a non-executive director until the conclusion of the strategic review referred to in that announcement Veris today announces that, following completion of the disposal of the PMFM Business as announced on 30 October 2009, the strategic review has now completed and accordingly Bernard Farrell is resigning from the Board with immediate effect. Niall McFadden, Chairman, commented "On behalf of the Board I would like to thank Bernard for his contribution to the business since 2007 and in particular his work in progressing the strategic review in the interests of shareholders and wish him all the best for the future". For further information please contact:
Veris plc
Davy Corporate Finance
Q4 Public Relations
Terms used but not defined in this announcement shall have the meanings given to them in the announcement dated 1 October 2009 issued by the Company. 3 November 2009 This information is provided by RNS The company news service from the London Stock Exchange END
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| 30-10-09 | RNS |
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RNS Number : 7188B Veris PLC 30 October 2009 VERIS plc Completion of DISPOSAL OF property Management and Facilities management businesses Cancellation of Admission and trading on iex and aim Veris plc ("Veris") announced on 1 October 2009 that it had agreed to sell its Property Management and Facilities Management Business to Aramark Ireland Limited and Aramark Investment Limited for a Consideration of approximately EUR50.8 million in cash. The transaction was approved by shareholders on 28 October 2009 and Completion occurred today, 30 October 2009. Application has been made, following shareholder approval, for the cancellation of Admission and trading of the Company's shares on the Irish Stock Exchange and the London Stock Exchange respectively. Cancellation is expected to be effective from 8.00 a.m. on 1 December 2009. It will not be possible to trade Veris shares on IEX or AIM after that date. A further announcement will be made in due course as to the steps the Company will take to effect the payment of net Consideration to Shareholders. Your attention is drawn to the fact that the expected net consideration due to Shareholders is based on the assumptions set out in the shareholder circular dated 5 October 2009 and the announcement of 1 October 2009. The actual consideration may be lower or higher if any of these assumptions change. For further information please contact:
Veris plc
Davy Corporate Finance
Q4 Public Relations
Terms used but not defined in this announcement shall have the meanings given to them in the announcement dated 1 October 2009 issued by the Company. 30 October 2009 This information is provided by RNS The company news service from the London Stock Exchange END
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| 30-10-09 | RNS |
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RNS Number : 6572B Veris PLC 30 October 2009 Veris Plc Exercise of Share Options 30 October 2009 Veris plc ("Veris" or the "Company") has issued 1,000,000 ordinary shares pursuant to the exercise of share options by Mr Martin McMahon, a director of the Company. Following the issue of these shares Mr. McMahon will hold 2,155,363 ordinary shares representing approximately 8.04% of the enlarged issued share capital of the Company. Application will be made to the London Stock Exchange and to the Irish Stock Exchange for the new ordinary shares to be admitted to trading on the AIM Market of the London Stock Exchange ("AIM") and on the Irish Enterprise Exchange of the Irish Stock Exchange ("IEX"). These shares are expected to be admitted to trading on 4th November 2009. This information is provided by RNS The company news service from the London Stock Exchange END
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| 28-10-09 | RNS |
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RNS Number : 5014B Veris PLC 28 October 2009 VERIS plc DISPOSAL OF property Management and Facilities management divisions Result of extraordinary general meeting Veris plc ("Veris") announced on 1 October 2009 that it had agreed to sell its Property Management and Facilities Management Business to Aramark Ireland Limited and Aramark Investment Limited for a Consideration of approximately EUR50.8 million in cash. Disposal Resolution The Disposal constitutes a "substantial transaction" under Rule 12 of the AIM Rules and the IEX Rules and also a "disposal resulting in a fundamental change of business" under Rule 15 of the AIM Rules and IEX Rules. Accordingly, completion of the Disposal is conditional, inter alia, on approval by Shareholders at a general meeting of the Company. At the extraordinary general meeting which was held this morning, the Disposal resolution, which was an ordinary resolution, was approved by shareholders with votes cast as follows:
Completion is now expected to take place on 30 October. A further announcement will be made in due course. Cancellation of Trading Resolution The Board has determined that it is in the best interests of shareholders as a whole to return the net proceeds of the Disposal (after repaying the Anglo Irish Bank facility and covering professional and closure costs) to Shareholders as efficiently and expediently as possible. The Company will effectively be a cash shell following Completion as it will have disposed of its operating business. The Board believes that it will be appropriate at that juncture to cancel the trading of the Ordinary Shares on IEX and AIM. Accordingly, shareholders were asked to consider and if thought fit pass a resolution to enable the Directors apply to IEX and AIM for the cancellation of trading of the Company's shares on the Irish Stock Exchange and the London Stock Exchange respectively following Completion. This resolution, which was a special resolution, was approved by shareholders with votes cast as follows:
A further announcement will be made concerning cancellation of trading on IEX and AIM in due course. For further information please contact:
Veris plc
Davy Corporate Finance
JJ Cahill
Q4 Public Relations
Terms used but not defined in this announcement shall have the meanings given to them in the announcement dated 1 October 2009 issued by the Company. 28 October 2009 This information is provided by RNS The company news service from the London Stock Exchange END
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| 28-10-09 | RNS |
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RNS Number : 4773B Veris PLC 27 October 2009 Veris plc Update on Proposed Disposal of the PMFM Business Veris plc announces that it has received confirmation that the Irish Competition Authority has cleared the proposed acquisition of the PMFM Business by Aramark. A further announcement will be made following the extraordinary general meeting to be held later today to seek shareholder approval for the proposed disposal. 27 October 2009 This information is provided by RNS The company news service from the London Stock Exchange END
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| 05-10-09 | RNS |
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RNS Number : 2696A Veris PLC 05 October 2009 Veris plc Notice of EGM 5 October 2009 Further to the announcement made on 1 October 2009 regarding the disposal of the Property Management and Facilities Management Divisions ("PMFM Divisions"), Veris plc ("Veris" or the "Company") today announces that an Extraordinary General Meeting of the Company has been convened for 10.00 a.m. on 28 October 2009 at the offices of Maples and Calder, 75 St. Stephen's Green, Dublin 2, Ireland. The circular containing the Notice of EGM and Form of Proxy have been posted to the Company's shareholders and is available on the Company's website: www.verisplc.ie. The purpose of the EGM is to seek shareholder approval for the disposal of the PMFM Divisions and for the Company to be authorised to make application to the AIM market of the London Stock Exchange plc and the IEX Market of the Irish Stock Exchange Limited for the cancellation of the Company's trading facility on those markets. A further announcement will be made in due course. For further information, please contact:
Veris plc
Davy Corporate Finance
JJ Cahill This information is provided by RNS The company news service from the London Stock Exchange END
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| 01-10-09 | AFX UK Focus |
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LONDON, Oct 1 (Reuters) - Veris Plc:
((London Equities Newsroom; +44 20 7542 7717)) (For more news, please click here)
COPYRIGHT Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters. More |
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| 01-10-09 | RNS |
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RNS Number : 0711A Irish Stock Exchange 01 October 2009
REPORT OF THE BOARD OF THE IRISH
STOCK EXCHANGE Irish Stock Exchange 28 Anglesea Street Dublin 2 01 October 2009
IRISH ENTERPRISE EXCHANGE
LIFTING OF SUSPENSION NOTICE The trading of the undermentioned security was temporarily suspended on IEX with effect from 07.45am, 01 October 2009 at the request of the Company pending an announcement. An announcement having been made the suspension from trading is removed with effect from 13.35, 01 October 2009.
VERIS PLC Ordinary Shares EUR0.002
IE00B0JT3T79 This announcement has been issued through the Companies Announcement Service of the Irish Stock Exchange. This information is provided by RNS The company news service from the London Stock Exchange END
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| 01-10-09 | RNS |
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RNS Number : 0695A Veris PLC 01 October 2009 VERIS plc DISPOSAL OF property Management and Facilities management divisions 1 October 2009 Veris plc ("Veris", the "Group" or the "Company") announces that is has agreed to sell its Property Management and Facilities Management Business (the "PMFM Business") to Aramark Ireland Limited and Aramark Investment Limited (the "Purchasers" or "Aramark") for a Consideration of approximately EUR50.8 million in cash which is equivalent to 55c per share after repayment of debt and other costs and based on the assumptions detailed below. The Disposal constitutes a "substantial transaction" under Rule 12 of the AIM Rules and the IEX Rules and also a "disposal resulting in a fundamental change of business" under Rule 15 of the AIM Rules and IEX Rules. Accordingly, completion of the Disposal is conditional, inter alia, on approval by Shareholders at a general meeting of the Company to be convened in due course. Background to and Reasons for the Disposal On 2 March 2009, Veris announced that following the receipt of a number of unsolicited approaches from unconnected 3rd parties investigating the possibility of purchasing the PMFM Business and the Moving & Storage Division it had decided to conduct a strategic review of these businesses. Veris also stated at that time that the purpose of the strategic review was to ensure that Veris pursues a strategy which maximises shareholder value over the medium term. On 3 March 2009, Veris announced that it had agreed to dispose of its moving and storage division to Capstar Limited for a cash consideration of EUR74,304.The Moving & Storage Division incurred operating losses in excess of EUR1.2 million for the year ended 31 December 2008. It was clear that these losses would not abate over the foreseeable future without significant investment in a restructuring programme. In light of this the Board decided to dispose of the Moving & Storage Division thereby allowing the Company to focus on the PMFM Business. In a trading update issued on 5 March 2009 and in the results announcement for the year ended 31 December 2008 issued on 23 June 2009, the Company stated that the strategic review would include investigating the possibility of a disposal of the PMFM Business on price and terms acceptable to the Board. On 15 July 2009, the Company announced an update on the strategic review process and announced certain senior management changes stating that the strategic review incorporated a full review of the cost structure of the Group and considered the necessity for certain head office costs in an environment where the Group is focusing solely on its PMFM Business which has a stand alone management team. On 30 July 2009, Veris announced that it had noted recent press comment regarding a possible offer for the PMFM Business pursuant to the previously announced strategic review and confirmed that it had granted access to an unconnected 3rd party to carry out due diligence with a view to making a formal offer to purchase the PMFM Business. The Directors appointed Livingstone Partners as professional advisors to assist in a detailed exercise to proactively market the PMFM Business to a number of prospective trade and financial buyers and have responded positively to a number of unsolicited approaches. The purpose of this exercise was to ascertain the price and conditions attaching to a possible sale of the business. The Purchasers offered the most attractive terms in the opinion of the Directors. Following a period of exclusivity to carry out detailed due diligence and negotiate the Sale and Purchase Agreement, the Board determined that a sale of the PMFM Business is in the best interests of Shareholders as a whole for the following reasons:
Taking all of the above factors into consideration, the Board believes that this transaction is sufficiently attractive to put before Shareholders at an extraordinary general meeting. Information on the PMFM Business and its financial performance The Group has two main operating businesses, Property Management and Facilities Management: Facilities Management ("FM") The FM business is the larger of the two divisions within Veris, contributing 88% of the revenues, and consists of the original Vector business and the FM activities of IEM (both based in Dublin, Ireland), and Orange (based in Hampshire, England). Veris works closely with its FM clients to meet their specific requirements. Property Management ("PM") The PM division accounts for 12% of Veris revenues. Over the last three years the core Irish Estates property management business has been enhanced by the acquisitions of Glenrye Property Services and Premier Management Company in 2006, giving Veris the capability to provide an integrated PM offering. With a presence across Ireland, the focus of the PM division is the protection and enhancement of the value of its customers' assets, working with a wide and comprehensive landlord and tenant base to deliver on client expectations. The division's basic services are broken down into four main categories:
The following table shows the financial performance of the PMFM Division:
In the financial year ended 31 December 2008, revenue in the FM business increased by 51% from EUR42m to EUR63.5m which reflected the full year impact of the Orange acquisition and a change in the accounting treatment of a significant contract. Divisional operating profit for the FM business increased by 26% from EUR5.9m to EUR7.5m. Revenue increased by 8% due to organic growth in 2008. Operating profit increased by 6% due to organic growth in 2008. In the financial year ended 31 December 2008, revenue in the PM business increased by 21.1% from EUR9.0m to EUR10.9m and divisional operating profit increased by 57.7% from EUR2.6m to EUR4.1m. Information on the Purchasers Aramark operates in 22 countries around the world, which together represent about 70 percent of the world's gross domestic product (GDP). Aramark's largest operations outside of the United States include Japan, the United Kingdom, Canada, Germany, Chile, Spain and Ireland. If Aramark included the sales of its Japanese joint venture of $1.2 billion, Aramark's total sales for its international business would be $3.5 billion, or 25% of total sales. Aramark's Irish operations, branded Aramark & Campbell Catering, is a leader in professional services, providing award winning food services and facilities management to the Healthcare, Education, Business & Industry and Government sectors throughout the island of Ireland. Headquartered in Dublin with Regional offices in Limerick, Cork and Belfast, the company has more than 4,100 employees serving a quarter million people daily in more than 400 locations throughout Ireland. Summary of the Sale and Purchase Agreement ("SPA") Pursuant to the SPA the Purchasers have agreed to purchase the PMFM Business for an aggregate amount equal to EUR50.8 million plus the parties' estimate of the net cash of the PMFM Business at Completion. The Consideration is to be adjusted post completion for any amounts by which the net cash at Completion is less or greater than the parties' estimated net cash, as determined by the agreed completion accounts. The Consideration will also be adjusted if the agreed working capital at completion is greater or less than the 6 month average working capital balance up to and including Completion. In the event that the Conditions are not satisfied by 31 December 2009, Completion is likely not to occur. The Conditions include the approval of the Irish Competition Authority, approval by the requisite majority of Shareholders of the Resolutions and no material adverse change in the PMFM Business. Pursuant to the SPA the Company has given certain warranties regarding the PMFM Business to the Purchasers. The Company's maximum liability under these warranties is EUR5 million, except for breaches of warranty relating to the Company's title to the shares in the Companies carrying on the PMFM Business which shall be limited to an amount equal to the Consideration. Claims for breach of the warranties must be made prior to the end of the Second Warranty Period except in respect of title warranties which must be made by 31 December 2009. The Company's liability under the warranties reduces to EUR3.5 million for claims made after the end of the Initial Warranty Period and prior to the end of the Second Warranty Period. An initial amount equal to EUR5 million will be retained on Completion in a retention account to satisfy warranty claims. The Company has granted security over the retention account in favour of the Purchasers in respect of claims made under the warranties. The Purchasers will pay interest to the Company (in addition to the interest accrued on the account) on amounts released from the retention account for the Company's benefit. The Company has agreed to pay to the Purchasers a break fee of EUR1.25 million which is only payable in the event that the disposal resolution is not passed by the requisite majority of Shareholders and the Company or substantially all of the PMFM Business is sold to a third party within 6 months of the earlier of the date of the extraordinary general meeting and the date that the SPA is terminated. The Company, Niall McFadden and Martin McMahon have agreed to various non compete and non solicitation covenants which in the case of the Company and Martin McMahon shall last for 2 years from Completion and in the case of Niall McFadden last for 6 months from Completion. The Company, Niall McFadden and Martin McMahon have agreed not to solicit an alternative purchaser of the PMFM Business and, subject to fiduciary and other legal obligations, not to commence negotiations with or supply information to any such purchaser, in each case until the SPA is terminated. Future Strategy of the Group following the Proposed Disposal Following Completion, the Group will not have any revenue generating operating businesses. The Board has determined that it is in the best interests of shareholders as a whole to return the net proceeds of the proposed Disposal (after repaying the Anglo Irish Bank facility and covering professional and closure costs) to Shareholders as efficiently and expediently as possible. Consideration and Use of Proceeds As outlined above, the PMFM Business is being sold for a cash consideration of EUR50.8 million of which EUR5 million will be retained by the Company to cover the maximum level of warranty claims. The following table calculates the expected net cash disbursements to Shareholders:
THE EXPECTED NET CONSIDERATION DUE TO SHAREHOLDERS IS BASED ON THE ASSUMPTIONS SET OUT BELOW. THE ACTUAL CONSIDERATION MAY BE LOWER OR HIGHER IF ANY OF THESE ASSUMPTIONS CHANGE.
6) Professional fees and expenses include corporate finance, legal, accounting and tax fees in relation to the transaction and an estimate for the subsequent period to liquidation
Timing of payment to Shareholders The Company has given certain warranties regarding the PMFM Business to the Purchasers as described above. Accordingly, it is anticipated that distributions to shareholders will be made as follows:
Proposed Cancellation of Trading of the Ordinary Shares on AIM and IEX The Company will effectively be a cash shell following Completion as it will have disposed of its operating business. The Board believes that it will be appropriate at that juncture to cancel the trading of the Ordinary Shares on AIM and IEX. Further information will be set out in the circular to shareholders which will be sent in due course. Proposed Board Changes Following Completion it is expected that Bernard Farrell will resign as a director. Martin McMahon's employment will transfer with the PMFM Business but he will remain as a Non-Executive Director along with Niall McFadden, Anthony Garry and Brian Beausang. Director's fees are estimated to be less than EUR50,000 between Completion and appointment of a liquidator to facilitate the distributions to shareholders in a tax efficient manner. Recommendation The Directors, having consulted with Davy, the Company's nominated adviser and IEX adviser, consider the terms of the Proposed Disposal to be fair and reasonable as far as the Shareholders are concerned. In providing such advice, Davy has taken into account the Directors' commercial consideration in respect of the proposed disposal. A circular to shareholders containing notice of an extraordinary general meeting and further details of the transaction is expected to be posted to shareholders shortly. For further information please contact
Veris plc
Davy Corporate Finance
JJ Cahill
Q4 Public Relations
The following definitions and terms apply throughout the above announcement unless otherwise stated or the context requires otherwise:
"Consideration" the full amount of the consideration received by the Company
"Moving and Storage Division" the former moving and storage division of the
"Sale and Purchase Agreement" the conditional sale and purchase agreement
1 October 2009 This information is provided by RNS The company news service from the London Stock Exchange END
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| 01-10-09 | RNS |
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RNS Number : 0683A AIM 01 October 2009
NOTICE (695) 01/10/2009 13:30
RESTORATION OF TRADING ON AIM
VERIS PLC The trading on AIM for the under-mentioned securities was temporarily suspended. The suspension is lifted from 01/10/2009 13:30, an announcement having been made.
Ordinary Shares of EUR0.002 each (B0JT3T7)(IE00B0JT3T79)
If you have any queries relating to the above, please contact the company's nominated adviser on +353 1 679 6363 Ref: AIMNOT695 This information is provided by RNS The company news service from the London Stock Exchange END
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| 01-10-09 | AFX UK Focus |
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LONDON, Oct 1 (Reuters) - Veris Plc:
stock exchange ((London Equities Newsroom; +44 20 7542 7717)) (For more news, please click here)
COPYRIGHT Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters. More |
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| 01-10-09 | RNS |
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RNS Number : 0281A AIM 01 October 2009
NOTICE (690) 01/10/2009 7:45am
TEMPORARY SUSPENSION OF TRADING ON AIM
VERIS PLC At the request of the company trading on AIM for the under-mentioned securities has been temporarily suspended from 01/10/2009 7:45am pending an announcement.
Ordinary Shares of EUR0.002 each (B0JT3T7)(IE00B0JT3T79)
Ref: AIMNOT690 This information is provided by RNS The company news service from the London Stock Exchange END
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| 01-10-09 | RNS |
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RNS Number : 0282A Irish Stock Exchange 01 October 2009
REPORT OF THE BOARD OF THE IRISH
STOCK EXCHANGE Irish Stock Exchange 28 Anglesea Street Dublin 2 01 October 2009
IRISH ENTERPRISE EXCHANGE
TEMPORARY SUSPENSION NOTICE The trading of the undermentioned security has been temporarily suspended on IEX with effect from 07.45am, 01 October 2009 at the request of the Company pending an announcement.
VERIS PLC Ordinary Shares EUR0.002
IE00B0JT3T79 This announcement has been issued through the Companies Announcement Service of the Irish Stock Exchange. This information is provided by RNS The company news service from the London Stock Exchange END
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| 01-10-09 | RNS |
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RNS Number : 0283A Veris PLC 01 October 2009 VERIS plc Suspension of Shares 1 October 2009 Veris plc ("Veris" or the "Company") has requested the suspension of its shares from the AIM market of the London Stock Exchange and IEX market of the Irish Stock Exchange. This request is made pending an announcement in relation to the previously announced strategic review which may or may not result in a disposal of the Company's operating business. A further announcement will be made in due course For further information please contact
Davy Corporate Finance
This information is provided by RNS The company news service from the London Stock Exchange END
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| 01-10-09 | RNS |
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This news article is displayed preformatted as it may contain results tables
RNS Number : 0169A
Veris PLC
01 October 2009
Veris plc
Unaudited interim results for the 6 months ended 30 June 2009
30th September 2009
Highlights
Veris plc ("Veris" or the "Group"), a leading provider of Integrated Support Services, today announces its financial results for the 6 months ended 30 June 2009.
Financial highlights for the 6 months ended 30 June 2009 are as follows:
6 months ended 30 June 2009 2008 Change
Unaudited Unaudited
EUR'000 EUR'000
Revenue 31,689 41,782 -24%
Divisional operating profit* 3,181 4,873 -35%
Operating (loss)/profit** (9,413) 3,153 (399%)
(Loss)/Profit before tax (10,248) 1,983 (617%)
Diluted earnings per share (40.6c) 6.0c (777%)
Adjusted diluted earnings per share*** 6.6c 9.2c (28%)
* Divisional operating profit is operating profit before intangible amortisation, goodwill impairment charge,
loss on disposal of Moving and Storage division, share based payment charges and Head Office costs.
** The operating loss for 2009 includes EUR12.0m comprising goodwill impairment charge on FM/PM Division and
losses associated with the disposal of the Moving and Storage Division.
*** The adjusted diluted eps calculation is based on profit attributable to ordinary shareholders adjusted for
amortisation of intangible assets, goodwill impairment charge, loss on disposal of the Moving and Storage
division and share based payment charges.
For further information please contact
Veris plc
Niall McFadden, +353 1 294 7080
Executive Chairman
Davy Corporate Finance
Des Carville, Director +353 1 679 6363
Executive Chairman's Report
I am pleased to present the results of Veris plc to its shareholders for the half year ended 30 June 2009.
The financial performance for the six months ended 30 June 2009 has not been as strong as prior year with adjusted diluted EPS declining by 28%. This reflects lower revenue and profitability within our FM and PM divisions year on year. We have encountered a difficult trading environment in UK and Ireland where there has been a curtailment of client spending and some contract losses have occurred.
The loss before taxation of EUR10.2m includes:
o loss on disposal of M&S division of EUR2.9m
o goodwill impairment charge of EUR9.1m against the FM/PM division based on directors review at 30 June
2009
Strategic Review Update
Veris announced in March 2009 that it would embark on a strategic review of its businesses. The purpose of the strategic review is to ensure that Veris pursues a strategy which maximises shareholder value over the medium term. A further announcement will be made in due course.
Organisation/Personnel
The strategic review announced in March incorporated a full review of the cost structure of the Group and considered the necessity for certain head office costs in an environment where the Group is focusing solely on its FM/PM business which has a stand alone management team. A number of organisational changes have resulted from this review. Bernard Farrell resigned as Group CEO on 31 July 2009 in order to pursue a number of private investment opportunities. Declan Cassidy has replaced John O'Donoghue as Company Secretary. However, John will remain on as Group CFO until 30 October 2009 after which he is leaving to pursue an opportunity in the Venture Capital sector. Niall McFadden has assumed the role of Executive Chairman. The Group head office in Sandyford will be closed in due course.
Divisional Performance
Revenue and profits in the FM Division have declined year on year. This is driven largely by contractions in capital expenditure by clients and some contract losses. The sales pipeline is quite strong but delays in decision making by potential clients in the current economic climate is affecting performance. Operating profit has declined due to margin pressure. However, strong cost management is helping to mitigate this and maintain profitability levels.
The PM Division has also seen pressure on revenue and profits year on year. The operating profit decline is due largely to one contract loss. However, as in the FM Division, strong cost management is having a positive effect on profitability levels. Our challenge going forward is to focus on client retention in an increasingly competitive environment.
The M&S division was sold in March. Revenue from this division of EUR1.2m and an operating loss of (EUR0.4m) are included in the Group's half year 2009 results. The M&S result for the comparative period in the prior year was revenue of EUR5.1m and an operating loss of (EUR0.5m). The performance of the Group has benefitted at an earnings level as a consequence of this disposal.
Balance Sheet
Net Debt increased by EUR0.8m from 31 December 2008 to 30 June 2009 and now stands at EUR29.9m. This increase was largely due to a negative movement in the sterling exchange rate in the period which inflated the sterling loan by EUR1.4m. The Group had a cash balance of EUR6.6m at the period end.
Outlook
The first half of 2009 has seen a decline in revenue and profitability. We remain confident of maintaining the Group's market position in a tough environment. The Group performed in line with our expectations for the first six months of 2009.
However, we are seeing a trend of customers reducing their property management and facilities management expenditure. This reduction in spend in conjunction with some delays in awarding contracts is impacting revenue and profits. We are also seeing larger customers placing increased importance on strength of balance sheet - particularly for multi-year and multi-location tenders. We expect these trends to continue and accelerate into the second half of 2009 and accordingly we believe that 2009 will be a year of lower revenue and profitability than 2008. We are hopeful that these trends will over time decelerate and ultimately reverse in due course and that the integration of the FM/PM division and disposal of the loss making M&S division positions the company well for the future.
Niall McFadden
Executive Chairman
Veris plc financial results
CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE HALF YEAR ENDED 30 JUNE 2009
Notes 6 months 6 months 6 months 6 months 6 months 6 months
ended30-Jun- ended30-Jun-09Dis- ended30-Jun- ended30-Jun- ended30-Jun-08Dis- ended30-Jun-
09EUR000*sContinuing continued 09EUR000*sTotal 08EUR000*sContinuing continued 08EUR000*sTotal
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Revenue 30,489 1,200 31,689 36,691 5,091 41,782
Cost of sales (22,914) (656) (23,570) (26,765) (2,494) (29,259)
Gross profit 7,575 544 8,119 9,926 2,597 12,523
Operating costs (4,313) (944) (5,257) (5,452) (3,060) (8,512)
Operating profit before 2 3,262 (400) 2,862 4,474 (463) 4,011
intangible amortisation,
impairment charges and share
based payments expense
Share based payments 74 - 74 (329) - (329)
Goodwill impairment charge (9,129) - (9,129) - - -
Intangible amortisation (279) - (279) (446) (83) (529)
Operating (loss)/profit before
loss on disposal of subsidiary (6,072) (400) (6,472) 3,699 (546) 3,153
Loss on disposal of subsidiary - (2,941) (2,941) - - -
Operating (loss)/profit (6,072) (3,341) (9,413) 3,699 (546) 3,153
Finance income 102 - 102 541 - 541
Finance costs (937) - (937) (1,695) (16) (1,711)
(Loss)/profit before taxation (6,907) (3,341) (10,248) 2,545 (562) 1,983
Income tax expense (304) - (304) (454) 60 (394)
(Loss)/profit for the (7,211) (3,341) (10,552) 2,091 (502) 1,589
financial period
(Loss)/earnings per share * 3 (27.7) (12.8) (40.6) 8.1 (1.9) 6.2
basic (cent)
Diluted (Loss)/earnings per 3 (27.7) (12.8) (40.6) 7.9 (1.9) 6.0
share (cent)
Adjusted earnings per share * 3 8.2 (1.5) 6.6 11.1 (1.6) 9.5
basic (cent)
Adjusted diluted earnings per 3 8.1 (1.5) 6.6 10.8 (1.6) 9.2
share (cent)
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE HALF YEAR ENDED 30 JUNE 2009
6 months ended 6 months ended
30-Jun-09 30-Jun-08
EUR000's EUR000's
Items of income and expense
recognised directly in equity
Foreign exchange translation (1,235) 931
adjustment
Actuarial gain on defined benefit 119 -
pension
Deferred tax effect of actuarial gain (15) -
(Loss) on cashflow hedge reserve (17) -
Net income recognised directly in (1,148) 931
equity
(Loss)/profit for the period (10,552) 1,589
Total recognised income and expense 2,520
for the period, all attributable to (11,700)
equity shareholders
Veris plc
CONDENSED CONSOLIDATED STATEMENT OF Notes 30-Jun-09 30-Jun-08 31-Dec-08
FINANCIAL POSITION AS AT 30 JUNE 2009 EUR000's EUR000's EUR000's
ASSETS Unaudited Unaudited Audited
Non-current assets
Goodwill 4 49,074 67,178 58,203
Intangible assets 4,491 9,096 4,770
Property, plant and equipment 795 2,580 844
Deferred tax assets 97 130 203
Total non-current assets 54,457 78,984 64,020
Current assets
Inventories 297 398 163
Trade and other receivables 13,112 16,790 13,257
Other financial assets 23,633 32,356 25,367
Cash and cash equivalents 6,632 6,135 8,489
43,674 55,679 47,276
Assets classified as held for sale - - 4,010
Total current assets 43,674 55,679 51,286
Total assets 98,131 134,663 115,306
EQUITY
Share capital 52 52 52
Capital redemption reserve fund 1 - -
Share premium 23,186 23,186 23,186
Cashflow hedge reserve (641) - (624)
Share based payment reserve 416 1,483 1,015
Foreign currency translation reserve 1,192 890 2,427
Retained earnings (7,679) 11,353 2,437
Total Equity 16,527 36,964 28,493
LIABILITIES
Non-current liabilities
Interest-bearing liabilities 32,612 37,635 33,309
Earn-out obligations - 784 -
Deferred tax 1,251 2,035 1,342
Retirement benefit obligations 1,177 261 1,296
Derivative liability 276 - 292
Total non-current liabilities 35,316 40,715 36,239
Current liabilities
Interest-bearing liabilities 3,955 4,213 3,817
Service obligations 23,633 32,356 25,367
Trade and other payables 17,639 19,363 18,550
Current tax liabilities 696 941 472
Earn-out obligations - 111 -
Derivative liability 365 - 332
46,288 56,984 48,538
Liabilities classified as held for - - 2,036
sale
Total current liabilities 46,288 56,984 50,574
Total liabilities 81,604 97,699 86,813
Total equity and liabilities 98,131 134,663 115,306
Veris plc
CONDENSED CONSOLIDATED CASH FLOW STATEMENT FOR THE HALF YEAR ENDED 30 JUNE 2009
6 months 6 months
ended ended
30-Jun-09 30-Jun-08
EUR000's EUR000's
Unaudited Unaudited
Cash flows from operating activities
(Loss)/profit for the financial period (10,552) 1,589
Adjustments for:
Depreciation of property, plant & 248 420
equipment
(Profit) on disposal of property, plant (2) (40)
and equipment
Loss on disposal of subsidiary 2,941 -
Goodwill impairment charge 9,129 -
Amortisation of intangible assets 279 529
Finance income (102) (541)
Finance expenses 937 1,711
Income tax expense 304 394
Pension charge 264 232
Pension contributions made (264) (240)
(Credit)/charge in respect of share (74) 329
awards
Cash flows from operating activities
before charges in working capital 3,108 4,383
Movement in receivables 255 1,333
Movement in inventories (110) 233
Movement in payables (1,452) 282
Cash generated from operations 1,801 6,231
Income taxes (paid)/recovered (80) 143
Net cash inflow from operating activities 1,721 6,374
Cash flows from investing activities
Interest received 102 541
(Sale)/acquisition of subsidiaries, net (608) 443
of cash acquired
Purchase of property, plant and equipment (47) (266)
Net cash (outflow)/inflow from investing (553) 718
activities
Cash flows from financing activities
Repayment of interest-bearing loans (1,931) (2,356)
Interest paid (900) (2,386)
Finance lease payments (76) (138)
Share buyback (118) -
Proceeds from exercise of share options - 2
Net cash (outflow) from financing (3,025) (4,878)
activities
Net (decrease)/increase in cash and cash (1,857) 2,214
equivalents
Cash & cash equivalents at beginning of 8,489 3,921
period
Cash & cash equivalents at end of period 6,632 6,135
Veris plc
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE HALF YEAR ENDED 30 JUNE 2009
Share capital Share premium Share based payment Foreign currency Cashflow hedge reserve Capital redemption Retained earnings Total EUR000*s
EUR000*s EUR000*s reserveEUR000*s translation EUR000*s reserve Fund EUR000*s
reserveEUR000*s EUR000*s
Balance at 1 January 2009 52 23,186 1,015 2,427 (624) - 2,437 28,493
Shares issued 1 - - - - - - 1
Redemption of shares (1) - - - - 1 (193) (193)
Share based payments credit - - (74) - - - - (74)
Transfer on exercise of share - - (525) - - - 525 -
options
Actuarial gain on defined - - - - - - 119 119
benefit pension schemes
Related deferred tax - - - - - - (15) (15)
(liability)
(Loss) for the financial - - - - - - (10,552) (10,552)
period
Translation adjustments - - - (1,235) - - - (1,235)
Loss on hedged derivatives - - - - (17) - - (17)
Balance at 30 June 2009 52 23,186 416 1,192 (641) 1 (7,679) 16,527
Share capital Share premium Share based payment Foreign currency Cashflow hedge Capital redemption reserve Fund Retained earnings Total EUR000*s
EUR000*s EUR000*s reserveEUR000*s translation reserve EUR000*s EUR000*s EUR000*s
reserveEUR000*s
Balance at 1 January 2008 52 23,118 1,154 (41) - - 9,764 34,047
Shares issued - 68 - - - - - 68
Share based payments charge - - 329 - - - - 329
Profit for the financial - - - - - - 1,589 1,589
period
Translation adjustments - - - 931 - - - 931
Balance at 30 June 2008 52 23,186 1,483 890 - - 11,353 36,964
Veris plc
Notes supporting financial information for the 6 months ended 30 June 2009
1. Basis of preparation and accounting policies
The information in this document does not include all the disclosures required by International Financial Reporting Standards in full annual statutory accounts and it should be read in conjunction with the Group's annual accounts for the year ended 31 December 2008.
The interim financial information has been prepared in accordance with recognition and measurement requirements of International Financial Reporting Standards (IFRS) as endorsed by the European Commission. The accounting policies and methods of computation adopted in the preparation of the financial information are, except as noted below, consistent with those set out in the Group's consolidated accounts for the year ended 31 December 2008 which were prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the EU Commission.
The preparation of the interim financial information requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of certain assets, liabilities, revenues and expenses together with disclosure of contingent assets and liabilities. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The interim financial information for both the six months ended 30 June 2009 and the comparative six months ended 30 June 2008 are unaudited. The financial information for the year ended 31 December 2008 represents an abbreviated version of the Group's statutory accounts for that year. Those accounts contained an unqualified audit report and are available on the company website www.verisplc.ie
Changes in accounting policies
A number of changes in accounting policies arise in the current period from the adoption of new or revised International Financial Reporting Standards as follows:
* IFRS 8, Operating segments, which became effective on 1 January 2009, sets out the requirements for disclosure of financial and descriptive information about an entity's operating segments, its products and services, the geographical areas in which it operates and its major customers. The adoption of this standard has not had a significant impact on the Group's financial reporting.
* IAS 23, Borrowing costs, has been revised with effect from 1 January 2009. Consequently, the Group is now required to capitalise borrowing costs, to the extent that they are directly attributable to the acquisition, production and construction of a qualifying asset, as part of the cost of that asset. This change in accounting policy has had no impact on the Group's financial reporting to date as the Group currently has no qualifying borrowings.
* IAS 1, Presentation of financial statements, has been revised with effect from 1 January 2009. The standard introduces a "statement of comprehensive income" and effectively replaces the statement of recognised income and expense. The Group has adopted the "two separate statements" approach of presenting income and expense within an income statement as before and components of other comprehensive income within a statement of comprehensive income. The Group also now presents a statement of changes in equity as a primary statement.
The financial information is presented in euro, rounded to the nearest thousand.
2. Operating (loss)/profit
6 months 6 months
ended ended
30-Jun 09 30-Jun-08
EUR000's EUR000's
Unaudited Unaudited
Operating (loss)/profit for the period is
stated after charging :
Goodwill impairment charge 9,129 -
Amortisation of intangible assets 279 529
Share based payment (credit)/charge (74) 329
Loss on disposal of subsidiary 2,941 -
Depreciation 248 420
3. Earnings per Share
6 months 6 months
ended ended
30-Jun-09 30-Jun-08
EUR000's EUR000's
Unaudited Unaudited
(Loss)/profit attributable to ordinary (10,552) 1,589
shareholders
Weighted average number of ordinary 26,010,081 25,829,258
shares in issue during the period
Dilutive effect of share options 180,489 664,543
Weighted average number of ordinary 26,190,570 26,493,801
shares used for calculation of diluted
earnings per share
Adjusted earnings per share is
calculated using the number of shares
as set out above and using the
following profit after tax:
6 months 6 months
ended ended
30-Jun-09 30-Jun-08
EUR000's EUR000's
Unaudited Unaudited
(Loss)/profit attributable to ordinary (10,552) 1,589
shareholders
Goodwill impairment charge 9,129 -
Amortisation of intangible assets 279 529
Share based payment (credit)/charge (74) 329
Loss on disposal of subsidiary 2,941 -
Adjusted profit after tax
1,723 2,447
(Loss)/earnings per share - basic (40.6) 6.2
(cent)
Diluted (loss)/earnings per share (40.6) 6.0
(cent)
Adjusted earnings per share - basic 6.6 9.5
(cent)
Adjusted diluted earnings per share 6.6 9.2
(cent)
(i) Basic (loss)/earnings per share is calculated by dividing the profit after tax attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period.
(ii) Diluted earnings per ordinary share is calculated by dividing the profit after tax attributable to ordinary shareholders by the diluted weighted average number of ordinary shares.
(iii) Adjusted basic earnings per share is calculated by dividing the adjusted profit after tax attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period.
(iv) Adjusted diluted earnings per ordinary share is calculated by dividing the adjusted profit after tax attributable to ordinary shareholders by the diluted weighted average number of ordinary shares.
4. Goodwill
Goodwill has been adjusted to reflect an impairment charge on the FM/PM division of EUR9,129,000 taken in the period. This reduces Goodwill from EUR58,203,000 at 31st December 2008 to EUR49,074,000 at 30th June 2009.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR IFFFVATIIVIA
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| 26-08-09 | RNS |
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RNS Number : 0715Y Veris PLC 26 August 2009 VERIS PLC ("Veris" or "the Company") Holdings in Company 26 August 2009 Veris received notification dated earlier today from Gartmore Investment Ltd. of an increase in its notifiable interest in the Company. The notification states that Gartmore Investment Ltd. acquired 359,210 ordinary shares increasing its holding above the 5% threshold and is now the beneficial holder of 1,359,210 ordinary shares in the Company, representing approximately 5.26% of the 25,819,712 shares in issue. For Further Information contact:
John O'Donoghue, Veris plc
This information is provided by RNS The company news service from the London Stock Exchange END
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