Document pmq5nK6Y9JZb2ZOnmq69X5yYw

FILE NAME Cape Asbestos CAPE DATE 1983 Mar DOC CAPE184 DOCUMENT DESCRIPTION Consolidated Profit and Loss Account - Charter Consolidated Ltd. & Subsidiaries Legal - Tibbs Case Exhibit 82 Consolidated profit and loss account Year ended March 1983 Charter Consolidated P.L.C. and its subsidiary companies 1983 1982 Note 000 000 Revenue Operating profit of industrial and mining subsidiaries 1 14,767 13,490 a Income from investments : 2 17,718 22,611 Share of retained profits of associated companies 3 12,502 16,982 Surplus on realization investments Interest receivable 9,252 11,552 1 8,556 7,934 Expenditure 62,795 72,569 Administration and technical Prospecting Interest payable 2 ; 1 5,781 1,821 4 7,487 5,035 968 7,339 15,089 13,342 ; Profit before taxation Taxation 47,706 8 11,023 59,227 19,502 Profit after taxation before extraordinary items 36,683 39,725 oe Deduct Interest of outside shareholders in profits of subsidiaries 1,738 2,000 7 " Profit sharing scheme 54 98 1,792 2,098 Profit attributable to Charter . 34,891 37,627 . ' _ . : , : Earnings per share 33.2p 1982-35.8p 1982-35.8p 1982-35.8p * Dividends paid and proposed 67 11,560 11,558 Extraordinary items 23,331 26,069 9 2,343 5,568 Retained profit transferred to reserves 19 20,988 20,501 Profit for the year after extraordinary items totalled 32,548,000 1982-1982- 32,059,000 See note 21 on page 32 for basis of consolidation of Anderson Strathclyde PLC : The accounting policies on pages 18 and 19 and the notes on pages 24 to 32 form part of these accounts . 1 Consolidated balance sheet 31 March 1983 Charter Consolidated P.L.C. and its subsidiary companies Fixed assets Exploration expenditure Investments Market or directors valuation 405,751,000 1982- 1982- 313,588,000 Assets under finance leases to third parties Current assets Stocks and work in progress Debtors Short term loans and deposits Bank and cash balances Current liabilities Creditors Taxation Associated companies and other deposit.accounts Short term borrowings Proposed final dividend Net current assets Financed by Share capital Share premium account Reserves Total capital and reserves Capital expenditure grants Interest of outside shareholders in subsidiaries Long term indebtedness Deferred taxation 1983 000 000 206,494 266 169,545 14,903 1982 000 000 127,660 312 186,206 13,484 169,655 122,824 66,938 6,717 366,134 82,413 83,772 36,287 3,511 205,983 156,694 25,072 19,487 58,218 7,619 94,416 22,772 8,154 18,153 7,618 267,090 151,113 99,044 54,870 490,252 382,532 2,105 12,368 294,669 309,142 6,913 85,163 86,123 2,911 490,252 2,105 12,351 305,287 319,743 3,641 30,172 26,251 2,725 382,532 Approved by the board of directors on 21 June 1983 " N. CLARKE F. J. A. HOWARD DIRECTORS See note 21 on page 32 for basis of consolidation of Anderson Strathclyde PLC The accounting policies on pages 18 and 19 and the notes on pages 24 to 32 form part of these accounts Balance sheet 31 March 1983 Charter Consolidated P.L.C. Subsidiary companies Shares at cost or valuation Deduct Amounts due to subsidiaries Current assets Bank balances Taxation Deferred asset Advance corporation tax Financed by Share capital Share premium account Reserves Total capital and reserves Current liabilities Creditors Taxation Deposit account Proposed final dividend 1983 000 000 93,779 79,053 3,265 18,157 _ 2,105 385 6,253 8,743 Approved by the board of directors on 21 June 1983 N. CLARKE F. HOWARD 3,265 17,366 10,493 17,366 18 and 19 and the notes on pages 24 to 32 form part these accounts The accounting policies on pages 22 Source and application of funds Year ended 31 March 1983 Charter Consolidated P.L.C. and its subsidiary companies 1983 1982 Note 000 000 000 000 x OPERATING CASH FLOW Profit before interest payable and taxation Share of retained profits of associated companies 55,193 12,502 66,566 16,982 Timing differences on dividend income from associated _ 2,889 companies , Provisions for portfolio investments Operating cash flow from revenue sources 2,840 45,531 32 52,505 Funds applied to maintenance of operations Increase in working capital , Fixed assets Purchases for normal replacements and enhancements less capital expenditure grants Book value of disposals Depreciation 23 6,300 26,242 4,447 16,972 13,603 31,475 2,713 13,886 4,823 11,123 14,876 28,479 Operating cash flow Taxation paid Interest payable Dividends paid 7,626 7,487 11,559 34,408 . 26,672 23,369 7,339 10,868 24,026 41,576 . . Cash flow after taxation and service of capital 7,736 17,550 Extraordinary items before taxation less provisions and other items 9,071 916 Net cash flow for the year ~ 1,335 18,466 FUNDS APPLIED FOR NEW BUSINESS Purchase of subsidiaries 23 47,248 7,971 * Increase in assets under finance leases . 1,419 13,206 Deduct Net realizations of investments 23 48,667 ' 14,136 34,531 21,177 21,177 7,995 13,182 Overall cash utilization 35,866 31,648 FINANCED AS FOLLOWS Decrease in liquid funds Increase in long term indebtedness 23 26,812 9,054 35,866 25,710 5,938 31,648 The accounting policies on pages 18 and 19 and the notes on pages 24 to 32 form part of these accounts Notes on source and application of funds are in note 23 on page 32 23 Consolidated current cost accounts Charter Consolidated P.L.C. and its subsidiary companies CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 31 March 1983 Profit before interest and taxation on a historical cost basis Deduct Current cost operating adjustments relating to Operating profit of industrial and mining subsidiaries Share of retained profit of associated companies Surplus on realization of investments Administration and technical expenditure Current cost operating profit Interest receivable net Deduct Leasing adjustment Gearing adjustment Current cost profit before taxation Taxation Interest of outside shareholders in profits of subsidiaries Current cost profit attributable to Charter Earnings per share 17.8p 1982 20.11p982 20.1p Dividends paid and proposed Extraordinary items shown in the historical cost accounts Current cost adjustment Retained current cost profit transferred to reserves Note 3964 3964 3964 6 7 million 14.5 3.7 1.1 0.7 _ 1.1 0.6 2.4 0.5 million 46.7 20.0 26.7 0.5 2.3 29.5 11.0 18.5 0.2 18,7 1982 million million 58.6 11.9 5.2 228 0.9 _ 20.4 38.2 _ 0.6 2.0 40.8 19.5 21.3 0.2 21,1 11.6 7.1 5.6 0.2 ' 4.2 11.5 9.6 5.8 3.8 CONSOLIDATED BALANCE SHEET 31 March 1983 Fixed assets Exploration expenditure Investments : Assets under finance leases to third parties Net current assets Stocks and work in progress Creditors less debtors : Liquid funds net Taxation Proposed final dividend Financed by Share capital and share premium Reserves Capitalexpenditure Ir ceresotf outside grants shareholders in . Long term indebtedness ~~ Deferred taxation subsidiaries Note 8 10 6 1983 million million 289.3 0.3 405.7 14.9 1982 million million 191.0 0.3 313.6 13.5 CIT 177.5 83.9 33.9 4.0 10.8 13.5 25.1 7.6 106.9 22.8 7.6 _ 56.2 817.1 574.6 14.4 14.4 11 595.8 485.0 _ 610.2 _ 7.5 499.4 3.2 110.4 43.1 86.1 26.2 2.9 2.7 817.1 574.6 The accounting policies on pages 18 and 19 and the notes on pages 34 and 35 form part of these accounts CONTENTS Notice of meeting 2 Financial summary 3 Statement by the chairman and the executive 4 Report of directors 7 Accounts 17 Analysis of assets income 38 Five year financial record 40 Analysis share capital 41 General information 41 Group directory 43 IMPORTANT DATES 1983 . Annual general meeting Tuesday 9 August Payment of final dividend Thursday 11 August Declaration interim dividend and publication of halfyearly report Tuesday 29 November 1984 Payment of interim dividend Recommendation of final dividend and publication of preliminary statement Posting of annual report and accounts Thursday January Tuesday 19 June Thursday 5 July subject to change if circumstances require and cnet Charter Consolidated P.L.C. pt Annual report and accounts for the year ended 31 March 1983 a ce ie EN Petae Chairman a O. Hambro MC Deputy chairman and chief executive ae N. Clarke - & Directors + 2 A P. D. Burnell } J. E. H. Collins MBE DSC } G A. Higham M. B. Hofmeyr ; F J. A. Howard 4 G. W. Mackworth : A. E. Oppenheimer q N. F. Oppenheimer A fy A W. Owston * > G. W. H. Relly & G. Richardson A. T. B. Shand U J. Ogilvie Thompson 4 } executive directors re Alternate directors ee R. J. Armitage EE J. V. Cleasby K. H. Dabell EI J. R. B. Phillimore Le ee M. J. Statham Atal ae Secretary lee A AE D. Booth PRL Dee a Notice of meeting NOTICE IS HEREBY GIVEN that the eighteenth annual general meeting of members of Charter Consolidated P.L.C. will be held in the Caxton suite at the London International Press Centre 76 Shoe Lane London EC4A 3JB New Street Square entrance on Tuesday 9 August 1983 at 12 noon for the following purposes 1. consider the accounts and the report of the directors for the year to 31 March 1983 2. To declare a final dividend 3. To reappoint as directors Mr P. C. D. Burnell and Mr A. B. Shand 4. To reappoint Coopers & Lybrand as auditors and authorize the board to fix their remuneration meeting A member entitled to attend and vote at the is entitled to appoint one or more proxies to attend and on a poll to vote instead of him A proxy need not be a member of the company A form of proxy accompanies this notice by order of the board D. S. BOOTH 40 Holborn Viaduct secretary ne London EC1P IAJ 7 July 1983 NOTES ee 1. Holders of share warrants to bearer who wish to attend cent in person or by proxy or to vote at the meeting must comply with the relevant conditions governing share warrants to bearer see page 44 pe 2. To be valid the form of proxy must reach the company at PO Box 102 Charter House Park Street Ashford Kent TN232BR TN232BR not less than 48 hours before the meeting PRET 3. There are no directors service contracts required by The Stock Exchange to be made available for inspection at the meeting AT N AIR a RT rs BTS CHARTER'S BUSINESS Charter is a British industrial and mining group The principal industrial subsidiaries manufacture and install building and insulation products mining equipment railway track components and heating refrigeration ventilation and catering products and engage in civil engineering and construction The mining and natural resource interests are primarily in coal tin wolfram and potash The major activities of the parent are finance and investment and the supply of administrative financial and technical services Statement by the chairman and the chief executive Results Climate Industrial operations Mining operations Earnings attributable to shareholders of Charter for the year to 31 March 1983 were 34.9 million equivalent to 33.2p per share This was 7.3 per cent lower than last year's earnings of 37.6 million or 35.8p per share On current cost basis attributable earnings were 18.7 million against 21.1 million for the year preceding A final dividend of 7.25p net is recommended to give an unchanged total dividend of t1i1mpepseo rnshaacruerrTehnitscdoisvtibdaesnidsis covered 3.0 times by historical cost earnings and 1.6 Europe small reduction in earnings reflects the recession which continued unabated through 1982 and into 1983. Some virtually recent signs of recovery in the United States mainly in housing and car sales have led to an improvement in business confidence but this is tempered by concern over the federal budget deficit and its potential effect on the cost money which could limit or stop any more broadly based recovery In the United Kingdom most of the improvement during 1982 and early 1983 stems from an end to destocking and from cutting and improvements in productive efficiency There is as yet little evidence of real improvement in demand and the prospects for this here as elsewhere in will depend very much on the ability of the United States to hold down interest rates In short the success in reducing and controlling inflation has provided the base for recovery but until the process is more fully established it must be as fragile regarded Against this background the markets for minerals and metals have shown modest recoveries but in some only effect of recession have been vecraysewsenaoktably tungsten which was late feeling the The results for Cape Industries showed some improvement on a marginal increase in turnover This was obtained by continuing the process of eliminating losses and increasing productivity and was helped by some firmness in the prices and demand for insulation products Pandrol International the railway equipment and services group was affected by industrial action at British Rail and restraints on railway expenditure in overseas markets Substantial investment in the Australian operations was made during the year and Speno Rail Services in the United States completed the construction of the new rail grinding train which provides the most advanced facility for this service in the world Perard Torque Tension came under pressure from the continuing recession in the mining industry encouraging Heatrae incurred major reorganization costs in rationalizing manufacturing facilities to meet trading conditions and improve efficiency while profits fell at MKR Holdings primarily because of the severe decline in component orders However both these companies have made aerospace progress in introducing new products to their markets and the current level of orders gives some hope for improvement in performance in 1983 The Shand group achieved good performance in the contract coal mining operations for the National Coal Board and in the civil engineering and construction business particularly in the Middle East The cement board plant in Malaysia came into commercial operation in September and the initial problems have been overcome However the product achieving only stleoewthing acceptance in a depressed housing and construction market and requires a significantly larger volume of sales before breakeven level is achieved We refer later to the development of Shand's coal mining operations in the United States After the record profits achieved in 1981 the results of Beralt Tin and Wolfram declined severely in 1982 primarily as a result of low tungsten prices coupled with Finance and investment Acquisitions and disposals the effect on unit costs of lower grades in the areas currently being mined The Beralt mine is a high quality orebody with access to very substantial reserves developed over the last few years Investment income fell from 22.6 million to 17.7 million this year mainly as of the our of result sale of holding of edged securities in the autumn 1982 and because we did not receive any dividend from Anglo American Corporation Zimbabwe due to exchange control restrictions Other significant factors were the consolidation of Beralt as a subsidiary and the absence in of investment Haw Par sold in 1981 any income from our The year saw opportunities to trade successfully in securities in the major markets of and in addition our holding edged securities was sold at good profit as of was a small parot ur holding in The Rio Tinto Corporation regarded as a trading assec We have continued our business in finance leasing commenced in 1981 to earn profits while deferring liability to taxation arising particularly on disposals of investments Our share ofprofits retained by associates fell by 4.5 million to 12.5 million principally because of a fall in the profits of Johnson Matthey In addition Malaysia Mining Corporation and Beralt ceased to be associates in 1981 Beralt on becoming a subsidiary These negative factors were offset by an increased contribution from Anderson Strathclyde in respect of the 28.4 per cent interest held for all but the last few days of the year prior to the company becoming a subsidiary Our policy of building up our industrial and mining business in selected areas was carried significantly further during the year in the fields of mining equipment and of coal and tin mining In an active of programme acquisitions some 96 million was spent by the group The lively take battle which ensued after our offer in May last year to the shareholders of Anderson Strathclyde finally brought control of that company in March The company will now become a wholly owned subsidiary of Charter at total cost including the cost ofthe initial interest purchased in 1980 of about 80 million Mr Geoffrey Higham has been appointed executive chairman and a good working relationship has been established with the management in Glasgow Anderson is an excellent company with a deservedly high reputation in the coal industry for the quality of its coal mining machinery It will make a significant contribution to our operating profits in future years Early in 1983 Anderson acquired a 51 per cent interest in National Mine Service Company NMS of Pittsburg a major manufacturer and distributor of mining equipment NMS is currently suffering severely from the recession in the mining industry but it should provide a much broader base for the development of Anderson's business in the United States Charter has now achieved a major investment in the manufacture of mining equipment and the establishment of this has been at the forefront of our development strategy since the reorganization of 1979 In December 1982 Shand Mining a subsidiary of Alexander Shand Holdings purchased B & LS Contracting which is engaged in surface coal mining in Indiana This significantly expands Shand's overall coal mining activity to approximately three million tonnes per annum While operations in the United Kingdom have been hampered by bad weather and the restrictions in output by the National Coal Board output in the United States is on target although selling prices have been somewhat depressed Work is in hand to expand the reserves available to B & LS in Indiana and the contractual sales commitments Directorate In the autumn of 1982 Charter acquired control of the South Crofty tin mining group We agreed with The Rio Tinto Corporation RTZ which held a minority interest in the company that RTZ would take a 40 per cent participation in South Crofty and it is our intention in partnership with RTZ to expand the scope of operations Since 1979 we have made significant progress in the development of our operating business with a major shift in capital employed in industrial and mining subsidiaries This has grown more than threefold from 110 million to about 360 million and now accounts for almost half of total capital employed Of the total 250 million or 33 per cent is invested in industry and 110 million or 15 per cent in mining These operating assets would have represented an even larger proportion of our total assets were it not for a second major influence on our position since October 1979. We then held approximately 200 million worth of what may be described as passive investments At the end of June 1983 even after the sale during the intervening three years of investments to realize about 200 million including the recent sale of our interest in RTZ the value of our important interests in Johnson Matthey MINORCO and Malaysia Mining Corporation together with other investments was 335 million We have thus been able to achieve this development of our operating business without creating any strain on our balance sheet and while retaining a substantial investment base With these major influences on the overall value and composition of our assets and because dividends from those investments we retain have not grown in proportion to the increase in their market value the pattern of our income has altered significantly and will alter further in 1983. Sources of operating profits are now much greater in scale and more diverse in scope than they were in 1979 and income from our industrial and mining subsidiaries though depressed in recent years should assume much greater importance in future As a consequence the relative contribution investment income has fallen and will fall further with the sale of our holding in RTZ With operating profits reflecting the recession and with low return on the increased value of our investments the overall return on assets cannot be regarded as satisfactory at present Throughout the group efforts are directed towards ensuring that a return to more realistic levels of profitability are achieved both through improvements in efficiencies and action to take full advantage of the gradual recovery in economic conditions now emerging Mr J. E. Collins who has been a director of the company since its formation in 1965 has indicated his wish to retire after this year's annual general meeting Tim Collins has been a most valued member of our board and we shall miss his wise advice and sound judgment The last year has made considerable demands on the employees of the Charter group both at the centre and in the operating companies We would like to thank them all on behalf of the shareholders and the board London 23 June 1983 Joka Joka J.O. HAMBRO chairman New Craze J. N. CLARKE chief executive Report of the directors The directors submit their report for the year to 31 March 1983 on the interests and operations of the company and its subsidiaries Charter is a British industrial and mining group The principal industrial subsidiaries manufacture and install building and insulation products mining equipment railway track components and heating refrigeration ventilation and catering products and engage in civil engineering and construction The mining and natural resource interests are primarily in coal tin wolfram and potash The major activities of the parent are finance and investment and the supply of administrative financial and technical services Charter operates through four divisions - industrial mining finance and administration The management of subsidiaries is de centralized giving each company operational autonomy and responsibility This report covers first the results of the group then the operating subsidiaries and finally the major investment interests CHARTER Results Earnings for the year before tax and extraordinary items were 47.7 million compared with 59.2 million for the previous year and the profit attributable to Charter after tax and minority interests was 34.9 million a decrease of 2.7 million On a current cost basis earnings show a group profit before tax of 29.5 million compared with 40.8 million last year The recession continued to affect the profits of most of the operating subsidiaries although Cape Industries showed some improvement Income from investments was 17.7 million 1982 - 22.6 million Charter has treated Anderson Strathclyde as an associated com- pany in the results for the year and this figure therefore includes Charter's share of a full year's dividend from that company Investment income was affected however by the sale of edged holdings during the year Surplus on realization of investments was 9.2 million 1982- 11.6 million Retained profits of associated companies were 12.5 million 1982 17.0 million This reflects the changed status of Beralt Tin and Wolfram which became a subsidiary in August 1981 and that of Malaysia Mining Corporation which ceased to be an associate during that year The main factors however were the decline in profitability of Johnson Matthey offset by an increased contribution from Anderson Strathclyde Extraordinary items showa deficit of 2.3 million 1982 - deficit of 5.6 million arising mainly from the further rationalization of the business of Cape Industries Dividends and reserves The board has recommended a final dividend of 7.25p per share payable on or about 11 August 1983 which with the interim dividend of 3.75p per share paid on 6 January 1983 makes a total dividend for the year to 31 March 1983 of 11p per share carrying a tax credit of 4.71428p per share The cost of the dividends to the company will be 11.6 million approximately the same as for the previous year After deducting this amount from the profit attributable to Charter and deducting extraordinary items the amount transferred to reserves was 21.0 million compared with 20.5 million in the previous year Movements on reserves are shown in note 19 on the accounts on page 30 Major developments In May 1982 Charter made an offer to acquire the outstanding capital of Anderson Strathclyde The offer was referred to the Monopolies and Mergers Commission and your board decided to argue the case before the Commission On 21 December the Minister for Trade announced following receipt of the Commission's report that he had decided to follow the minority recommendation and allow the proposed offer by Charter to proceed On 3 March Charter announced cash offer of 200p for each Anderson Strathclyde share The offer became unconditional on 25 March with the acquisition of control of more than 50 per cent and the Anderson board then recommended shareholders to accept the offer Charter now controls 98.5 per cent of Anderson and the provisions of section 209 of the Companies Act 1948 will be applied in the near future to acquire the small number shares still outstanding Anderson is a major producer of coal cutting equipment and mining equipment and your board believes that the acquisition represents an important strategic step in the development of Charter's business In August 1982 Charter purchased from Saint Piran its 65.2 per cent holding in South Crofty the tin mining group in Cornwall and subsequently made an offer to acquire the whole of the remaining share capital at a price equivalent to 70p per share It was agreed with The Rio Tinto Corporation RTZ which owned just over 10 per cent of South Crofty that following the successful conclusion of the offer RTZ would hold a 40 per cent interest in the company The operations of South Crofty are reviewed later in this report In April 1983 the company completed the sale of its shareholding in RTZ for an aggregate considera- tion of 57 million The net pro- ceeds after provision for tax are being used to reduce borrowings and finance new investment Charter will continue to seek op- portunities to develop its industrial and mining interests both by new acquisitions and by expansion of its existing business In addition to the enlargement of its active role 7 through the operating subsidiaries Charter will continue with its central finance investment and service business INDUSTRIAL Anderson Strathclyde PLC 98.5 63.9 at 31 March Anderson Strathclyde is one of the largest manufacturers of underground coal mining equipment in the western world and is a world leader in the production of power loaders used in the longwall system of mining The company also produces other mining and tunnelling equipment including armoured face conveyors belt conveyors road headers and related equipment It operates principally in the United Kingdom but aalnsdothien UAnuistterdaSltiaateSsouth Africa National Mine Service Company NMS in which Anderson 51 acquired an interest of per cent in February 1983 for 33.7 million 22.0 million comprises a group of companies operating mainly in the United States which manufacture and rebuild under ground mining machinery and components and replacement parts distribute mine supplies and health and safety products and manufac ture repair and rebuild hydraulic components for the coal mining and railway industries NMS's sales are made primarily to the underground coal and potash mining industries The recession in the coal and potash mining industries in North America deepened during the year and hence the market for mining machinery deteriorated In addition N toMtShe ienfcfuecrtreodf low sales volume recurring expenses relating to the contraction of operations and a substantial loss was sustained Benefits should accrue from the acquisition once economic recovery begins to affect the coal mining industry and its suppliers Sales by Anderson and its wholly owned subsidiaries rose by 9.6 8 An AM 500 shearer manufactured by Anderson Strathclyde working on longwall coal face Strathclyde million to 109.6 million an in- pre- crease of 9.6 per cent on the vious year's level This advance was achieved despite adverse con- ditions in many important markets particularly in the United States Profit before tax increased significantly due mainly to greater efficiency following substantial investment in new advanced plant and technically machinery to the continuing achievement of higher productivity and to success- ful marketing and product develop- ment NMS of Anderson's consolidated tax profits including two months loss of 1.6 million were 14.5 million compared with 11.2 million in the year to 31 March 1982. Profit after tax increased by 39 per cent from 8.1 million to 11.3 million and earnings per share to 25.1p 1982 - 17.0p Divi dends declared and proposed amount to 8p per share 1982-6p 1982-6p Cape Industries PLC 67.3 The company's principal activities are the manufacture of fire protec- tion insulation and other build- ing products friction materials and other automotive com- ponents and the provision of industrial and domestic insulation sceornvtircaecsting and related building Business conditions did not im- million prove during the year to 31 Decem ber 1982. Sales at 220 were only slightly ahead of the million 217 figure for 1981 so that the increase in profit before tax to million 3.4 million 1981 - 2.2 was due to loss elimination and greater efficiency in operations Particularly encouraging progress was made in the building and insulation division where without any real growth in sales trading profits improved by 43 per cent The continuing need for restruc- turing has resulted in exceptional redundancy costs of 1.2 million and extraordinary expenses of 6.6 million arising from the disposal closure or reorganization of un- profitable parts of the business The major part of this sum arose in the automotive parts distribution company Hopes during the last two years that economic conditions would start to improve have not been realized Output of the construc tion industry in the United King dom which is the major market for the company's products did not decline further during the year but the volume of new work re- mains about 20 per cent below the 1979 level Despite this low level of activity the profits of the building product companies were satisfactory It was particularly pleasing that Cape Boards and Panels should receive the Queen's Award for Export in 1982 following the award received for technological achievement in 1980. The growth in exports has helped the company to achieve excellent results making up for poor figures from conventional cladding materials where the market was especially depressed Following the loss made on the insulation business in 1981 the situation began to improve towards the end of 1982. Higher standards of domestic insulation were introduced during the year and volume increased as a result Prices were firmer and a small profit was made The longer term prospects for energy conservation remain good but it will be necessary for the veneered Monolux 40 combustible boards manufactured by Cape Boards and Panels a subsidiary of Cape Industries are used for fire protection in the concert hall at London's Barbican Centre ry industry to ensure that capacity is kept in balance with demand Industrial contracting had an ex- cellent yeairn the United Kingdom despite keen competition and the overseas operations also did well and made a significant contribu- tion to profits In the automotive industry both original equipment and replace- ment markets remained weak and this prevented realization of the full benefit of reorganizing the friction material operations making further redundancies necessary The distribution activities were also badly affected and further losses were incurred A significant part of the distribution business has been sold and the remainder is in the course of reorganization Prospects for the United Kingdom construction industry for the year ahead seem somewhat better and the insulation trade should also benefit through the introduction of higher standards The automotive industry is harder to predict but the reorganization of the last three years should begin to show results In all parts of the business efficiency and productivity has improved and activities which were not contributing to the profitability of the company and which seemed unlikely to do so in the future have been discontinued Heatrae International Limited 100 The group manufactures space water and oil heating equipment for industrial commercial and domestic uses and commercial catering and refrigeration equipment It also supplies commercial heating and ventilation equipment for environmental control and designs and supplies commercial catering facilities Group sales in 1982 were 24.0 million compared with 20.3 million in 1981 reflecting real growth of some five per cent after allowing for acquisitions The group trading profit before exceptional re- 9 organization and redundancy costs was 386,000 compared with 257,000 in 1981. Major reorganiza- tion costs of 404,000 have been incurred in the rationalization of manufacturing facilities to meet trading conditions and improve efficiency Heatrae's research and develop- ment continues to be aimed at product improvements both to give better quality and to reduce the cost of manufacture In the heat- ing division a new of range instan- taneous showers was launched in late 1982 and in the environmental division two new ranges of catering equipment were introduced last year and new air hand- ling units will be available in 1983 Industrial heating product sales have also continued to grow and Heatrae launched a new high pressure commercial central heating system earlier this year A higher level of profitability is indicated for 1983 allowing for reorganizational benefits provided the current improved trading outlook persists MKR Holdings Limited 100 The group manufactures cooling and dispensing equipment and furniture for use in the hotel licensed premises and catering trades It also manufactures precision machined components for the aerospace industry Sales declined to 18.3 million from 19.5 million in 1981 mainly reflecting the disposal of the group's commercial heating and ventila tion equipment interests to Heat- Sadia International Trading profits before exceptional items fell marginally from 607,000 to 579,000 primarily because of the severe decline in aerospace com- ponent orders partly offset by improvements in the main business the group The outlook is however encourag- ing as the group's businesses are responding to the changing market both by the introduction of new products and by the refinement of established product ranges Order levels have begun to improve and together with continuing efforts to contain both production costs and overheads will lead to a rise in profitability The Carousel Slimline one of three new types of shower made by Heatrae at their Norwich factory 10 Pandrol International Limited 100 The Pandrol group's main activities are the design and manufacture of railway track fastening systems and equipment supplied internationally and the provision of rail maintenance and ballast cleaning services in North America Group sales in 1982 were 26.6 million including 5.6 million of exports from the United Kingdom compared with 25.7 million in 1981. Group trading profits were depressed in 1982 at 2.9 million compared with 3.9 million in 1981 Industrial action at British Rail and financial restraints world resulted in reduced volumes put- ting pressure on margins The 1982 capital expenditure programme which totalled 3.4 million included the construction of a new factory in Australia and a new rail maintenance train for Speno Rail Services incorporating computerized control features and substantially increased capacity Continuing investment in testing and laboratory equipment for its research and development centre in the United Kingdom enables Pandrol to simulate conditions found in track and to subject fastening systems and assemblies to rigorous tests thereby maintaining technical standards at a very high level Pandrol fastenings are manufac- tured in twelve countries and fur- ther overseas production is envis- aged Following a major improvement in the group's order book during the early part of the year 1983 looks more promising Perard Torque Tension Limited 100 The company manufactures a range of mining equipment This includes complete drill and load systems for driving underground tunnels chainless haulage and cable handl- ing systems hydraulic drilling equipment and revenue products such as strata support systems and pressed steel railway sleepers and fastenings specially suited to mining conditions Despite the continuing constraint on capital expenditure by the major customer the National Coal Board and the adverse effect of the world- wide mining recession on exports sales of drilling equipment in- creased and turnover rose from 9.4 million to 11.2 million The reduction in trading profit from 529,000 in 1981 to 389,000 was a reflection of recessionary and competitive pressures Difficult trading conditions likely to continue in 1983 are MINING Alexander Shand Holdings Holdings Limited ( 100 The principal activities of the Alexander Shand group are open- at WG ~ 1 The RMS rail grinding grinding system of Speno Rail Rail Services part of Pandrol International provides a highly specialized maintenance service for railway tracks in North America cast coal mining civil engineering building property development quarrying mechanical engineering and the manufacturing of wood particle cement board Turnover in 1982 rose to 80.7 million generating pre trading profits of 3.2 million The group undertook a major expan- sion during the year with capital investment in existing operations and acquisitions totalling some 26.1 million In the United States the closure of the Fulton mine and restoration of the site in Indiana was completed In December Shand Mining purchased B & LS Contracting a surface coal mining company based in Bedford Indiana with strip mining operations in the southern part of the state where total production in 1982 was 1.4 million tonnes This acquisition is a major step in the company's development programme in the United States Contract coal mining for the National Coal Board continues to be Shand's most important and profitable single activity Four large long term sites three in Wales and one in the Midlands provide the bulk of the activity Total production in 1982 was 1.2 million tonnes which is expected to rise to almost two million tonnes by 1984 Against the background of continuing recession Shand's civil engineering building and quarry- ing operations performed better than expected The Saudi Arabian contractor Rasheed Shand was particularly successful In the United Kingdom the group's coverage was extended into the home counties with the purchase in December of the Bedfordshire company Biggs Wall & Company 11 An opencast coal mine operated by a new subsidiary of Alexander Shand in Indiana in the United States This company is an established civil engineering concern and provides Shand with entry into a market with good growth potential namely the repair and replacement of underground services The Cemboard operation in Malaysia began commercial production in September and every effort is now being concentrated on devoloping local and export markets for this new construction product in a climate which is currently depressed Sales to date have been disappointing Beralt Tin and Wolfram Limited 75 The 80.6 per cent interest in Beralt Tin & Wolfram Portugal BTWP remains Beralt's principal mining asset producing tungsten concen- trates with tin and copper pro- ducts from its mine at Panasqueira 12 in central Portugal BTWP owns 80.5 per cent of Minas da Borralha which is situated in the north of Portugal and produces ferrotungsten as an product from its output of wolframite and schee lite concentrates In 1982. concentrate production at Panasqueira was 1.849 1981 1.808 tonnes of wolframite 1.753 156 2,131 tonnes of copper and 147 tonnes of tin Output recovered from the effects of last year's strike but production was consciously restrained in response to poor demand a world surplus of tungsten and hence low prices Production of wolframite and scheelite concentrates at Borralha totalled 267 1981 - 355 tonnes tungsten produced at the smelter from these concentrates amounted to 211 tonnes 1981 244 tonnes The future position of Eerralha is being examined in view of the reduced levels of output and lower metal prices The profit of Beralt before tax and minority interests decreased from 5.1 million in 1981 to 1.6 million as a result of low tungsten market price levels coupled with increasing costs The Metal Bulletin higher quotation for tungsten ore averaged 108 per metric tonne unit in 1982 a fall of 25 per cent from the previous year's average In this market climate many tungsten mines have been forced to suspend operations but Beralt has continued to benefit from its high quality product and its relatively low production costs South Crofty PLC 60 The South Crofty group's principal assets are the South Crofty and Pendarves mines near Redruth and Tehidy Minerals a wholly owned subsidiary with freehold land and mineral rights in Cornwall The tin concentrates produced by the mines are sold under contract to the Capper Pass smelter South Crofty's year end has been changed to coincide with the other Charter operating subsidiaries In the nine months to 31 December 1982 total production of tin in concentrates was 1,160 tonnes compared with 1.380 tonnes in the previous 12 months The capital investment programme designed to increase ore production at South Crofty has almost been completed Studies will now be undertaken with a view to increasing output further but in the immediate future efforts will be concentrated on re- ducing costs improving efficiency efficiency and optimizing metallurgical coveries Trading profits before tax and interest in the four and a half month period to 31 December 1982 following Charter's acquisition were 314,000 In January 1983 a rock fall caused considerable damage to Robinson's shaft Fortunately there were no injuries but it was necessary to lay off a large proportion of the underground workforce temporarily while the shaft damage was assessed and repairs carried out There was a significant decrease in production for several weeks but full underground working was resumed after the Easter break There will be an inevitable period of readjustment and reorganization but every effort will be made in the coming months to take ad- of vantage the prevailing tin prices to offset the loss of production as result of the shaft accident Cook's shaft at the South Crofty tin mine near Redruth Cornwall Cleveland Potash Limited 50 The weak potash market which was reported in 1981 worsened during 1982 and caused stock levels at one stage to increase to 150,000 tonnes reducing to 80,000 tonnes by the year end The high stocks and poor sales necessitated a off during the early part of the year resulting in lower annual production of 401,000 tonnes of potash compared with 466,000 tonnes in 1981. The poor trading conditions were offset to some extent by success in marketing the mine's product salt for road icing purposes and by handling coal and other materials at the company's terminal at Tees Dock The company incurred an operating loss before depreciation of 1.9 million in 1982. This deficit together with capital expenditure of 0.6 million during the year was financed by reduced working capital of 1.9 million and bank borrowings of 0.6 million The mine's improved production rate has continued and the United Kingdom potash market is slightly better However the world oversupply situation has not changed and the results for 1983 will therefore depend on improved sales and prices in the United Kingdom Exploration Mineral exploration work has been maintained in Spain and Cornwall In Spain drilling and metallurgical testwork continue on the grade disseminated gold prospect at Salave and preliminary evaluation has been carried out of the Barruecopardo tungsten mine which is held under option Following the acquisition of South Crefty exploration work in Cornwall is being concentrated in partnership with RTZ on possible extensions to the orebodies now being worked In the North Sea the first seventh round well in block 12/27 in the inner Moray Firth was completed in January 1983 with Burmah Oil as operator Testing of one interval resulted in a restricted gas flow of 9.5 million cubic feet per day Since the end of the year the oil exploration subsidiary Charter Consolidated U.K. Offshore Oil Explorations has been sold to 14 Charterhouse Petroleum in exchange for shares in Charterhouse Petroleum The former Charter subsidiary holds a 10 per cent interest in the seventh round blocks 12/27 and 22/2 which carry outstanding drilling obligations and an 8 per cent interest in the fifth round blocks 14/16 and 14/17 Besides the initial consideration Charter will receive additional Charterhouse Petroleum shares upon development of a commercial discovery arising from the drilling obligations Having regard to the present circumstances of North Sea exploration your board believes this arrangement represents a much improved disposition of risk and potential reward INVESTMENT Anglo American Corporation Zimbabwe Limited AMZIM 33.5 AMZIM's interests in Zimbabwe include coal and nickel mining iron and steel production ferro- chrome and allied engineering industries forestry and timber processing sugar general agriculture grain milling property and banking The company reported profits after tax for the year ended 30 June 1982 of 11.6 million compared with 10.4 million in the previous year Dividends equivalent to 10 cents per share were declared compared with 13.5 cents in 1981 but the final dividend of 6 cents has not received foreign exchange approval for remittance to foreign shareholders Income from investments was similar to that for the previous year but interest received was higher and there was a surplus on the realization of certain invest- ments Covenant 33.9 Industries Limited The company manufactures and formulates agricultural chemicals paints pharmaceuticals and commercial explosives and also imports and markets chemicals and related products in some African countries The consolidated profit before tax for the year ended 30 September 1982 was 3.4 million compared with 4.7 million in the previous year The profit of Chemical and Allied Products the associated company trading in Nigeria was similar to that of the previous year and Twiga Chemical Industries which trades in Kenya increased its profit substantially However there were substantial reductions in the profits of Twiga Chemical Industries Tanzania and Dukon the largest paints company in Zambia compared with the previous year Johnson Matthey Public Limited Company 27.9 The Johnson Matthey group is a British based metals refining and industrial group with extensive interests in trading of precious metals banking chemicals colours and printing The group's profit before tax for the year to 31 March 1983 was 38.0 million 1982 - 49.6 million Earnings per share fell from 27.4p to 24.5p although dividends declared for the year remained unchanged at 10p per share The results for the year reflect mixed fortunes from the different divisions Johnson Matthey Bankers again reported excellent results reflecting fluctuations in the bullion market at various times during the year Commodity trading interests also reported improved profits The group experienced strong demand for automotive catalysts in Europe for car exports to America and Japan In America where car sales were down the group continued to be a major supplier of automotive catalysts to General Motors and Ford Also in America a new gold and silver refinery and a new platinum and chemical complex were officially opened in early 1983 These are both expected to contribute to future profits but results from America were affected by the recession which caused demand to fall for jewellery where the company is trying to establish a new business The metals division produced better results as the benefits of restructuring became evident Unfortunately the colours division and the printing division were affected by the recession as demand remained low Malaysia Mining Corporation Berhad MMC 13.8 The production of the MMC group's mines in Malaysia and Thailand fell by about 11 per cent to a total of 16,269 tonnes of tin concentrate for the year ended 31 January 1983. The principal reason was the tin export restrictions imposed by the International Tin Council Despite substantial cost saving measures the combination of these restrictions and the low average tin price sharply reduced the MMC group's profit before tax to 53.7 million for the year to 31 January 1983 against 69.1 million for the previous seven month financial period Site development work has been started recently on the important Kuala Langat tin mining project situated about 25 miles south of Kuala Lumpur in which MMC has a direct 30 per cent interest Production is expected to commence in 1985 In pursuance ofa policy of select- ive diversification within mining related fields MMC acquired during the year a 32.4 per cent in- terest in Bradken Malaysia Berhad a steel foundry which is the principal supplier of steel castings to the Malaysian mining industry Extensive prospecting work is being undertaken within Malaysia for base metals and gold to reduce the dependence of MMC's earnings on its traditional tin mining base MMC holds a majority interest in Ashton Mining which in turn has a 38.2 per cent share in the Argy'e Diamond Mines joint venture in Western Australia from which the first diamond sales have now been made When in full production this sup mine will be a major source of ply to the world diamond industry Minerals and Resources Corpor- ation Limited MINORCO 9.7 MINORCO is a Bermuda based natural resource investment group Its principal interests are in companies engaged in mining processing and marketing base and precious metals coal and diamonds marketing of raw materials investment banking industrial operations the produc- tion of oil and gas and the production and marketing of fertilizers and chemicals MINORCO's earnings from opera- tions for the year to 30 June 1982 before group share of retained net earnings of associates were 46.7 million 1981 - 28.2 million The equity share of earnings of associated companies was 90.0 million 1981 158.7 million Net earnings for the year after equity earnings minorities and extraordinary items amounted to 128.2 million 1981 171.8 million from which un- changed total dividends of 22 cents per share were declared MINORCO holds 28 per cent of Salomon which operates through its two autonomous sub- sidiaries Philipp Brothers a leading international marketing and trading organization and Salomon Brothers an international invest- ment banking firm and leading dealer in fixed interest securities Salomon's net earnings for the 1982 calendar year amounted to 337 million 1981 - 289 million Engelhard Corporation per in which MINORCO also holds 28 cent is engaged in the manufacture of precious metal products and speciality chemicals and in the refining of secondary materials con- taining precious metals For 1982 Engelhard Corporation achieved earnings of 64.8 million 1981 - 71.6 million MINORCO holds 29 per cent of Consolidated Gold Fields a United Kingdom based resources group whose interests include mining and construction materials That com pany's net earnings for the year to 30 June 1982 were 72.9 million 1981 - 110.2 million Profits were affected by lower gold and base metal prices and the impact of recession in the United States on the company's industrial activities there MINORCO's other major investments are an interest of 35.7 per cent in Charter Consolidated 10 per cent in Anglo American Investment Trust 44 per cent in Hudson Bay Mining & Smelting Co. HUDBAY and 50 per cent of Inspiration Resources Corporation formerly Plateau Holdings which is at present jointly owned with HUDBAY and has interests in coal and copper mining oil and gas production and exploration and fertilizers Shareholders approval has been obtained to a reorganization of HUDBAY the effect of which will be to combine the business of HUDBAY and its United States affiliate Inspiration Resources Corporation Inspiration Following the reorganization which will become effective early in July 1983 Inspiration will within a simplified cor- porate and management structure own and operate HUDBAY holding the present Canadian investments Inspiration Consolidated Copper Inspiration Coal Terra Chemicals and Trend International While its equity interest following the reorganization will be about 60 per cent of Inspiration MINORCO has agreed to restrict its voting rights to below 50 per cent and to elect a minority of the board and Inspiration will not therefore be a subsidiary Inspiration has announced its intention to raise additional equity finance and MINORCO has entered into a commitment to participate in such financings 15 Tara Exploration and Development Company Limited Tara 14.1 Tara's 75 per cent owned subsid- iary Tara Mines owns and operates the largest lead mine in Europe at Navan in the Irish Republic In 1982 1.5 million tonnes of ore were milled 1981 0.8 million tonnes producing 277,051 tonnes of zinc concentrates 1981 - 175,680 tonnes and 44,335 tonnes of lead concentrates 1981 27,555 tonnes Tara made a profit of US million after tax but be fore extraordinary items compared with a loss in 1981 of 10.0 million The waiving of loan interest and commitment fees on certain shareholders loans gave rise to extraordinary income of US million The results for the year to 31 December 1982 reflect the gradual resumption of production at Tara Mines from late February 1982 following the settlement of a seven month strike by craftsmen but metal prices particularly lead remained weak Scheduled debt repayments were made as due but additional drawings of 12.5 million were made on the facility guaranteed by the major shareholders DIRECTORATE A list of the directors of the company appears on page 1 As reported last year Mr J. O. Hambro a director of the company since 1965 was appointed nonexecutive chairman on 22 June 1982. Sir Philip Oppenheimer deputy chairman retired from the board on 22 June 1982 and Mr J. N. Clarke was appointed deputy chairman on that date retaining his position as chief executive Also on 22 June 1982 Mr H. F. Oppenheimer retired and Mr A. E. Oppenheimer and Mr N. F. Oppenheimer were appointed directors In accordance with the company's articles of association Mr P. C. D. Burnell and Mr A. T. B. Shand retire by rotation but offer themselves for reappointment Mr J. E. H. Collins retires by rotation but does not wish to be reappointed ISSUED SHARE CAPITAL On 7 September 1982 the directors granted to executive directors and senior employees options to subscribe for a total of 101,850 shares exercisable between 7 September 1985 and 6 September 1989 at a price of 188p per share under the company's share option scheme adopted in 1973 During the year 9,000 partly paid shares issued under the company's share incentive scheme became fully paid and in consequence 3,963 fully paid shares subject to restricted rights became free of restriction The issued capital at 31 March 1983 is shown in note 17 on the accounts on page 30 Since the end of the year a further 25,200 partly paid shares have become fully paid and 11,098 fully paid shares subject to restricted rights have become free of restriction The issued share capital accordingly stands at 2,104,949 in 105,124,529 fully paid shares of 2p each 130,700 partly paid shares of 2p each 1p paid and 57,559 fully paid shares of 2p each subject to restricted rights GENERAL INFORMATION The book value of the group's fixed assets in the historical cost accounts increased from 127,7 million to 206.5 million during the year This increase was largely due to con- solidation of the fixed assets of Anderson Strathclyde South Crofty and the new Alexander Shand subsidiary B & LS Contracting Details are shown in note 11 on the accounts on page 28 Although no annual professional valuation of the group's land and buildings is carried out an indica- tion of their current market values is given in note on the current cost accounts on page 35 A list of principal subsidiary com- panies appears on pages 36 and 37 and an analysis of assets and in- come on pages 38 and 39. Other particulars which constitute part of this report are contained under the heading general information on pages 41 and 42 by order of the board D. BOOTH secretary 40 Holborn Viaduct London EC1P 1AJ 21 June 1983 an * . a. a : Accounts Charter Consolidated P.L.C. and its subsidiary companies : Accounting policies 18 Consolidated profit and loss account 20 Consolidated balance sheet 21 Balance 22 Source and application of funds 23 Notes on the accounts 24 Consolidated current cost accounts 33 Notes on the current cost accounts 34 Principal interests 36 Report of the auditors to the members of Charter Consolidated P.L.C. We have audited the accounts on pages 18 to 37 in accordance with approved Auditing Standards The accounts on pages 18 to 32 and 36 to 37 have been prepared under the historical cost convention modified by the revaluation of certain assets and the abridged supplementary accounts on pages 33 to 35 have been prepared under the current cost convention as described in Statement of Standard Accounting Practice no 16 In our opinion the accounts on pages 18 to 32 and 36 to 37 give a true and fair view of the state of affairs of the company and the group at 31 March 1983 and of the profit and source and application of funds of the group for the year then ended and comply with the Companies Acts 1948 to 1981 In our opinion the abridged supplementary current cost accounts on pages 33 to 35 have been properly prepared in accordance with the policies and methods described in notes 1 to 11 to give the information required by Statement of Standard Accounting Practice no 16 COOPERS & LYBRAND . Chartered Accountants London 4 July 1983 Accounting policies 1. Basis of consolidation 2. Foreign currencies 3. Income from investments 4. Investments 5. Turnover 6. Capital expenditure grants 7. Depreciation ( The accounts are prepared on the historical cost basis of accounting except for certain assets included at revaluation Current cost accounts are prepared in accordance with Statement of Standard Accounting Practice no 16 and are supplementary to the historical cost accounts ii In order to facilitate administration the financial years of Cape Industries PLC and its subsidiaries and those of the other group industrial and mining subsidiaries apart from Anderson Strathclyde PLC whose year end is 31 March terminate on 31 December Details of these subsidiaries are shown on pages 36 and 37 iii The results of subsidiaries acquired or disposed of during the year are included in the consolidated profit and loss account from or to their effective dates of acquisition or disposal The premium or discount between the purchase consideration and the fair value of net assets acquired is dealt with through reserves while the diff ence between sale consideration and book value of net assets at the date of disposal is shown as an extraordinary item iv These accounts have been prepared in compliance with section 152A of and schedule 8A to the Companies Act 1948 Foreign currency assets and liabilities of United Kingdom companies and the accounts of overseas subsidiary and associated companies are translated into sterling at the rates of exchange ruling at the dates of their respective balance sheets The differences arising from the translation of net equity interests in overseas subsidiary and associated companies and of foreign currency borrowings used to finance these interests are dealt with through reserves All other exchange differences are dealt with in the profit and loss account ( Income from investments including where applicable the imputed tax credit is accounted for on a received basis with the exception that income from associated companies and listed fixed interest stocks and bonds is accounted for on a receivable basis ii No is taken of investment investment income which is held in the country of origin pending approval for remittance from that country i Investments have been classified into portfolio and long term holdings Investments are deemed to be long term when they are considered to be of strategic importance to the group and are not held with the intention of resale If due to changed circumstances long term investments cease to be of strategic importance they are reclassified as portfolio investments ii Profits less losses arising on disposal of portfolio investments are included in the profit and loss account as surplus on realization of investments Any profits and losses arising from the disposal of long term investments are dealt with as an extraordinary item in the profit and loss account iii Investments are included at cost unless the aggregate of market value and directors valuation is less than book value or when in the opinion of the directors a permanent loss in value has arisen on any investment The loss in value of long term investments is charged as an extraordinary item in the profit and loss account Turnover is the invoiced value of sales and services of industrial and mining subsidiaries and excludes both transactions between group companies and sales turnover taxes Grants in respect of capital expenditure are credited to the profit and loss account over the estimated average life of the relevant fixed assets Grants shown in the consolidated balance sheet represent total grants to date less the amount credited to the profit and loss account Fixed assets are written off evenly over their expected useful lives with the exception that no depreciation has been provided on mineral freehold land Depreciation and amortization are normally provided as follows Freehold building-s per cent per annum Leasehold property the period of the lease or 2 per cent per annum for leases in excess of 50 years Plant furniture and fittings -10 -10 to 33 per cent per annum Mining properties leases and rights - either by equal instalments over their expected useful lives or on a depletion basis comparing production with total ore reserves with a maximum period 20 20 years Depreciation on assets qualifying for capital expenditure grants is calculated on their full cost see policy 6 8. Technical development expenditure Group expenditure on research and development patents and trade marks is written off when incurred 9. Deferred taxation Provision is made for deferred taxation at the rate of corporation tax ruling at the year end except in respect of any tax reduction which is reasonably expected to continue for the foreseeable future Debit balances are carried forward in the balance sheet where there is a reasonable certainty of recovery in the near future Advance corporation tax on dividends payable after the balance sheet date is included with deferred taxation 10. Stocks and work progress Stocks and work in progress including short term contract work are valued at the lower of cost and net realizable value while long term contract work in progress is valued at cost plus attributable profit Both short and long term contract values are reduced by foreseeable losses and progress payments received and receivable Cost includes expenditure which is incurred in the normal course of business in bringing the product or service to its present location and condition Net realizable value is the estimated selling price less all costs to be incurred 11. Prospecting exploration and development expenditure i The development of existing mines a General development expenditure is charged against operating profits b Expenditure on development of long term infrastructure for future mining is capitalized as a fixed asset under mining properties leases and rights ii General prospecting and exploration off a Expenditure during the initial stages of exploration is written in full to the profit and loss account with the exception that expenditure to acquire leases is amortized over the period of the lease b Further expenditure on prospects showing development potential including expenditure on drilling for oil is carried forward as an asset in the balance sheet under the heading of exploration expenditure pending the determination of commercial reserves Should the exploration work be unsuccessful such costs are written off as prospecting expenditure in the profit and loss account iii The development of new mines or oil fields When it is decided to develop a prospect into a mine or oil field the relevant expenditure under ii above is transferred to fixed assets or in the case of minority holdings to investments 12. Associated companies 13. Finance leases and leased plant and machinery The group accounts for profits less losses of associated of Standard Accounting Practice no 1 as follows companies as defined under Statement i Dividends receivable from associated companies and the group share of retained profits less losses for the year are accounted for separately in the profit and loss account The accounts used to calculate the group share of retained profits less losses of associated companies are normally the latest audited accounts available to the group ii The group share of retained profits less losses of associated companies is included in the book values of the investments in the consolidated balance sheet Mine development costs of companies in the course of developing mines including costs charged to revenue by those companies are not accounted for in the profit and loss account i Finance leases Income receivable from finance leases is credited to the profit and loss account to give a constant periodic rate of return after taxation on the net cash investment Assets under finance leases are stated in the balance sheet at the total rentals receivable less profit allocated to future periods ii Leased plant and machinery Where assets are financed under leasing agreements that give rights approximating to ownership finance leases the amount representing the outright purchase price of such assets less government grants is capitalized and the corresponding leasing commitments are shown as obligations to the lessor The relevant assets are depreciated in accordance with the group's depreciation policy Net finance charges calculated on the reducing balance method are included in interest costs This revised accounting policy has been adopted for the 1983 accounts and the comparative figures have where appropriate been adjusted to reflect this change such adjustments have no effect on prior year profits 19 Consolidated profit and loss account Year ended 31 March 1983 Charter Consolidated P.L.C. and its subsidiary companies Revenue Operating profit of industrial and mining subsidiaries Income from investments Share of retained profits of associated companies Surplus on realization of investments Interest receivable Note 1 3 1 Expenditure Administration and technical 1 Prospecting Interest payable 4 Profit before taxation Taxation 8 Profit after taxation before extraordinary items Deduct Interest of outside shareholders in profits of subsidiaries Profit sharing scheme Profit attributable to Charter Earnings per share 33.2p 1982-35.8p 1982-35.8p 1982-35.8p Dividends paid and proposed Extraordinary items 9 Retained profit transferred to reserves 19 Profit for the year after extraordinary items totalled 32,548,000 1982 - 32,059,000 1983 000 14,767 17,718 12,502 9,252 8,556 62,795 5,781 1,821 7,487 15,089 47,706 11,023 36,683 1,738 54 1,792 34,891 11,560 23,331 2,343 20,988 1982 000 13,490 22,611 16,982 11,552 7,934 72,569 5,035 968 7,339 13,342 59,227 19,502 39,725 2,000 98 2,098 37,627 11,558 26,069 5,568 20,501 See note 21 on page 32 for basis of consolidation of Anderson Strathclyde PLC The accounting policies on pages 18 and 19 and the notes on pages 24 to 32 form part of these accounts 20. Consolidated balance sheet 31 March 1983 Charter Consolidated P.L.C. and its subsidiary companies Note 1983 000 000 1982 000 000 Fixed assets 11 Exploration expenditure Investments 10 Market or directors valuation 405,751,000 1982-1982- 313,588,000 Assets under finance leases to third parties Current assets Stocks and work in progress 12 Debtors 13 Short term loans and deposits Bank and cash balances 206,494 266 169,545 14,903 169,655 122,824 66,938 6,717 366,134 127,660 312 186,206 13,484 82,413 83,772 36,287 3,511 205,983 Current liabilities Creditors 14 Taxation Associated companies and other deposit.acc ints 14 Short term borrowings 15 Proposed final dividend Net current assets 156,694 25,072 19,487 58,218 7,619 267,090 99,044 490,252 94,416 22,772 8,154 18,153 7,618 151,113 54,870 382,532 Financed by Share capital 17 Share premium account 18 Reserves 19 Total capital and reserves Capital expenditure grants Interest of outside shareholders in subsidiaries 22 Long term indebtedness 22 Deferred taxation 2,105 12,368 294,669 309,142 6,913 85,163 86,123 2,911 490,252 2,105 12,351 305,287 319,743 3,641 30,172 26,251 2,725 382,532 Approved by the board of directors on 21 June 1983 } DIRECTORS See note 21 on page 32 for basis of consolidation of Anderson Strathclyde PLC The accounting policies on pages 18 and 19 and the notes on pages 24 to 32 form part of these accounts 21 Balance sheet 31 March 1983 Charter Consolidated P.L.C. Subsidiary companies Shares at cost or valuation Deduct Amounts due to subsidiaries Current assets Bank balances Taxation Deferred asset Advance corporation tax Financed by Share capital Share premium account Reserves Total capital and reserves Current liabilities Creditors Taxation Deposit account Proposed final dividend Note 1983 000 000 1982 000 000 93,779 79,053 14,726 93,779 79,682 14,097 2 164 166 4 00 3,265 3,265 18,157 17,366 17 2,105 2,105 18 385 368 19 6,253 4,400 8,743 6,873 85 _ 1,710 7,619 _ 9,414 18,157 82 1,083 1,710 7,618 10,493 17,366 Approved by the board of directors on 21 June 1983 N. CLARKE F. A. HOWARD DIRECTORS ; The accounting policies on pages 18 and 19 and the notes on pages 24 to 32 form part of these accounts 22 Source and application of funds Year ended 31 March 1983 Charter Consolidated P.LC. and its subsidiary companies . OPERATING CASH FLOW Profit before interest payable and taxation Share of retained profits of associated companies Timing differences on dividend income from associated companies Provisions for portfolio investments Operating cash flow from revenue sources Funds applied to maintenance of operations Increase in working capital Fixed assets Purchases for normal replacements and enhancements less capital expenditure grants Book value of disposals Depreciation Operating cash flow Taxation paid Interest payable Dividends paid Cash flow after taxation and service of capital Extraordinary items before taxation less provisions and other items Net cash flow for the year FUNDS APPLIED FOR NEW BUSINESS Purchase of subsidiaries Increase in assets under finance leases Deduct Net realizations of investments Overall cash utilization FINANCED AS FOLLOWS Decrease in liquid funds Increase in long term indebtedness Note 23 1983 000 000 1982 000 000 55,193 12,502 66,566 16,982 2,840 45,531 2,889 32 52,505 6,300 13,603 26,242 4,447 16,972 4,823 7,626 7,487 11,559 11,123 34,408 26,672 7,736 31,475 2,713 13,886 14,876 23,369 7,339 10,868 28,479 24,026 41,576 17,550 9,071 1,335 916 18,466 23 23 iii 47,248 1,419 48,667 14,136 34,531 35,866 7,971 13,206 21,177 7,995 13,182 31,648 23 26,812 9,054 35,866 25,710 5,938 31,648 The accounting policies on pages 18 and 19 and the notes on pages 24 to 32 forni part of these accounts Notes on the source and application of funds are in note 23 on page 32 23 Notes on the accounts 1. Operating profit of industrial and mining subsidiaries interest receivable and administration and technical expenditure i Industrial and mining subsidiaries Turnover Operating profit is stated after charging exceptional rationalization costs comprising redundancy and other related costs in continuing activities ii Expenses charged Auditors remuneration Directors emoluments see note 5 Depreciationof fixed assets see note 11 Hire of plant and equipment Credits Capital expenditure grants Rents receivable iii Interest receivable Includes income from finance leases iv Administration and technical expenditure Expenditure Deduct Recovered from companie, outside the group 1983 000 409,279 1,897 698 439 16,041 7,415 532 1,038 2,010 11,777 5,996 5,781 1982 000 356,939 92 11,837 6,302 5,035 2. Income from investments ( ociated companies Other investments ii Arising from Listed investments Unlisted investraents iii Includes franked investment income 1983 000 7,458 10,260 17,718 16,699 1,019 17.718 8,858 000 9,276 13,335 22,611 18,101 4,510 22,611 10,135 3. Associated companies Principal associated companies are listed on pages 36 and 37 Group share of retained profits of associated companies proof f pirotfis ts before taxation Deduct Dividends declared from these profits Group share of retained profits before taxation Taxation see note 8 Extraordinary items see note 9 1983 000 18,156 5,654 12,50" 3,3-15 9,157 2,648 11,805 1982 000 23,547 6,565 16,982 6,034 48 177 11,025 NOTE Anderson Strathclyde has beer to 31 March 1983 see note 21 for accounted an company in the results for the full year 4. Interest payable on borrowings by the gr,,up Loans repayable after more than five years Loans repayable within five years Amounts deposited with the group Bank loans and overdrafts Finance leases 5. Directors emoluments 6. Earnings per share 7. Dividends paid and proposed Directors of the parent company Fees Salaries and other remuneration including pension contributions Pension payable to the widow of a former director 000 45 3 Deduct Fees received from other companies and refunded to the group Net cost to the group Amounts paid to directors Chairman Highest paid director Others 50,001- 45,00140,00130,001- 10,000 up to 5,000 - ... 11,620 78,703 NOTES - ) Seven directors have agreed to waive emoluments due to them from Charter Consolidated P.L.C. and its subsidiary companies Fees waived by these directors during the year amounted to 39,000 1982 nine directors 35,000 options ii The emoluments above include 354 representing nominal valuation by the board ofshare granted to directors Earnings per share attributable to Charter is calculated on earnings of 34,891,000 1982 37,627,000 and on 105,088,231 shares 1982 - 105,075,268 shares as if the 9,000 partly paid shares which became fully paid during the year had been fully paid for the whole and the 3,963 shares subject to restricted rights which ceased to be restricted year year been free of restriction for the whole during the year had Interim dividend of 3.75p per share 1982-3.75p 1982-3.75p 1982-3.75p paid on 6 January 1983 Proposed final dividend of 7.25p per share 1982 7.251p982 payable on or about 11 August 1983 7.25p 8. Taxation 1 Charge in consolidated profit and loss account GROUP COMPANIES on profit for the year United Kingdom Corporation tax at 52 cent Deferred taxation Double taxation relief by Advance corporation tax written off subsidiary on Taxation at 30 cent franked investment income Overseas Taxation Deferred taxation 3,349 2,057 2,021 239 2,657 6,281 2,289 235 2,8.19 9,261 4.098 307 3,040 11,359 2,792 85 Adjustments in respect of previous years ASSOCIATED COMPANIES se note 3 8,805 1,127 3,345 11,023 14,236 768 6,034 19,502 NOTES i The taxation charge for the year excludes 4,800,000 1982- 1982- 8,500,000 not expected to be payable in the foreseeable future resulting from accelerated capital allowances stock appreciation relief and other timing differences . counsel ii The an associated refer to a contingent tax liability in respect of stock relief claims disputed by the Inland Revenue but for which leading state that the company has a strong case Charter's acquisition share of these claims would be of the order of 3.4 million 2 The provision made in the accounts for deferred taxation and the full potential liability are set out below Excess of the book value ofassets including finance leases qualifying for taxation allowances over their written down value for taxation purposes Difference between book and taxation value of investments see note ii below Taxation on trading losses of industrial subsidiaries carried forward see note iii below Other timing differences Advance corporation tax see note iv below 1983 1982 PROVISION MADE 000 FULL / LIABILITY 000 / PROVISION MADE 000 FULL POTENTIAL LIABILITY 000 6,667 2,557 51,519 13,092 59 2,125 3,265 16,766 1,087 8,967 7,907 3,534 38,467 13,912 1,617 3,265 11,070 2,032 8,047 2,911 13,781 2,725 7,470 TES ) No account has been taken of potential or deferred taxation relief provisions of 5,190,000 raised in 1980 in respect of Cleveland Potash Limited for certain guarantees and Charter's maximum liability for closure costs ii The amount of 2,557,000 1982 - 3,534,000 included in respect of the difference between book and taxation value of investments relates mainly to the profits arising on certain group transactions eliminated on consolidation and deferred until such time as the profits are realized outside the group iii Trading losses of industrial subsidiaries include 11,400,000 relating to Cape Industries PLC of respesc toctk relief claimed under the Finance Act 1981 which will not be available unless utilized within six years from the year granted recoverable iv Advance corporation tax includes 3,265,000 1982 - 3,265,000 shown as a deferred asset in the parent company's balance sheet an . fe N: S :: " Pan N Pe : Ww 9. Extraordinary items . 10. Investments e \ \ w \ / N \ & & Surplus on disposal of long term investments net of taxation of 80,000 1982 - 37,000 Cape Industries PLC Closure costs and associated losses see note i below Botswana RST Limited Limited Provision against investment and guarantee liabilities Alexander Shand group Provision for mine closure costs Sundry Associated companies see note ii below Interest of outside shareholders 1983 000 79 6,602 733 _ 105 2,648 4,503 2,160 2,343 1982 000 30 6,716 109 1,187 132 77 7,773 2,205 5,568 NOTES ) No account has been taken of the potential future benefit of taxation losses of 3,362,000 1982- 3,312,000 arising from rationalization and closure costs and losses relating to Cape Industries PLC ii Associated companies extraordinary items mainly comprise Charter's share of the surplus on the disposal of long term investments of these companies ASSOCIATED COMPANIES Share of net assets Discount net on acquisitions Listed in Great Britain Listed outside Great Britain Unlisted OTHER INVESTMENTS Listed in Great Britain Listed outside Great Britain Unlisted TOTAL INVESTMENTS Listed in Great Britain Listed outside Great Britain Unlisted AT COST OR VALUATION 1983 1982 000 000 DIRECTORS .1983 000 VALUATION 1982 000 101,822 24,366 77,456 103,823 24,230 _ 79,593 67,893 356 74,219 245 121,320 393 109,547 298 68,249 9,207 77,456 74,464 5,129 79,593 121,713 12,328 134,041 109,845 7,872 117,717 ; 87,793 16,691 84,484 7,605 92,089 93,441 4,434 97,875 8,738 106,613 242,493 20,049 262,542 9,168 271,710 180,489 4,561 185,050 10,821 195,871 135,686 17,047 152,733 16,812 169,545 167,660 4,679 172,339 13,867 136,206 363,813 20,442 384,255 21,496 405,751 290,036 4,859 294,895 18,693 313,588 NOTES i United Kingdom government securities held at 31 March 1982 at cost of 30.0 million were disposed of in the year to 31 March 1983 a ii The greater part of the investments is of long term nature but in the event of their realization at market or directors valuation there would be a taxation liability of approximately 78 million 11. Fixed assets 12. Stocks and work in progress COST OR VALUATION At March 1982 Adjustmert on change in accounting policy 13 FREEHOLD PROPERTY LONG LEASEHOLD PROPERTY 000 000 MINING SHORT PROPERTIES LEASEHOLD LEASES AND PROPERTY RIGHTS 000 000 PLANT FURNITURE AND FITTINGS 000 45,286 5,159 2,338 131,774 _ _ 8,271 Currency realignment Additions at cost Acquisition of subsidiaries : Disposals Revaluations and reallocations 45,286 240 1,513 23,145 1,904 537 5,159 226 571 47 2 2,338 27 72 182 255 69 - 77 1,275 25,377 44 497 140,045 550 22.447 53,288 7,930 1,929 At March 1983 68,337 5,911 2,295 27,028 210,329 TOTAL 000 184.557 8,271 192,828 486 25,878 101,992 10,180 2,896 313,900 DEPRECIATION At March 1982 Adjustment on change in accounting policy 13 Currency realignment Charge to profit and loss account Charge to extraordinary items Acquisition of subsidiaries Disposals Revaluations and reallocations 316 At March 1983 11,634 577 _ 577 1 84 _ 649 _ 649 5 98 148 141 141 8 751 56,840 64,320 848 B 57,688 492 > 1...4,474 > ... 647 23,9-56 5,-418 - 606 848 65,168 662 16,041 931 30,601 5,733 1,060 91,461 107,406 NET BOOK AMOUNTS At March 1983 At March 1982 56,703 39,032 1,544 1,689 ... 118,868 ... 82,357 206,494 127,660 NOTES ( Fixed assets are included on the following bases At cost At valuation - 1964 1974 45,082 151 4,685 12,901 871 1,150 865 = 2,632 1,575 1,575 1,575 1,575 720 26,963 - 201,170 482 168 = 7 _ = 26 8,476 279,579 633 5,632 13,931 911 1,150 865 26 11,173 68,337 5,911 2,295 27,028 = 210,329 313,900 The fixed assets at valuation in 1982 relate to Beralt Tin and Wolfram Limited's Portuguese subsidiaries The valuation is in accordance with a Portuguese decree and is based on offical indices ii Capital expenditure of subsidiaries 1983 000 1982 000 Committed Authorized but not committed 6,490 4,299 6.226 5.935 10,789 12,161 Contract work in progress Deduct Progress payments received and receivable Raw materials components and consumable stores Work in progress Finished goods including mineral concentrates 1983 000 220,773 191,588 29,185 83,395 25,435 31,640 169,655 1982 000 199,337 183,886 15,451 21,646 10,975 34,341 82,413 , D . . 13. Debtors Debtors include loans to ten officers totalling 5,347 at 31 March 1983 1982 four officers 65,000 14. Creditors and deposit accounts of Creditors include 6,265,000 1982 - 5,006,000 in respect of payments received and receivable in advance for contract work in progress of Cape Industries PLC and 8,461,000 1982- 1982- 8,402,000 in respect provisions for closure costs and guarantees Deposit accounts include 4,205,000 1982- 1982- 1,567,000 deposited by associated companies 15. Short term borrowings Bank loans and overdrafts Obligations under finance leases 1983 000 56,393 1,825 58,218 NOTE Bank loans and overdrafts include 883,000 1982- 1982- 1,696,000 which is secured 1982 000 16,632 1,521 18,153 16. Contingent liabilities and outstanding commitments Guarantees in respect of borrowings by third parties and oofth8e4r3o,b0l0i0gations of 9,573,000 less guarantees Bills receivable discounted : Commitments to purchase metal . Other items 1983 000 8,730 949 1,414 1982 000 6,687 636 .52 527 11,093 9,002 In addition the group has contingent liabilities entered into in the normal course of business from which no liability is expected to arise The parent company has given guarantees totalling 42,076,000 1982- 1982- 8,400 000 including 33,110,000 1982- 1982- 370,000 relating to subsidiary companies borrowings NOTES period i The purchase price paid in April 1981 of 24.8 million for the Alexander Shand Holdings Limited group is subject to adjustment upwards or downwards by not exceeding 3.5 million and 2.7 million respectively dependent on the level of Alexander Shand's opencast coal production in the United Kingdom over the 1981/85 ii Certain companies in a. Cape Industries PLC Cape group with other asbestos and asbestos named along continue to be suppliers as defenda significant fibre product ts in a of number legal actions in the United States claiming substantial damages as a result of the use of their products Charter which owns 67.3 per cent of Cape has also been named as a defendant in a number such actions Ancillary to certain of the actions against it complaint has been made that Cape has breached its duties allegedly owed to American insurance companies which involved an American subsidiary of that company The subsidiary Cape group has retained obligations in respect of claims or which made made be within a limited period against companies disposed of within its former mmianying division Cape has received legal advice that in certain of which default judgements plaintiffs have been granted damages totalling approximately aproximately US million and any other judgements obtained in the United States in such actions against Cape group companies will not be enforceable in the United Kingdom Charter has been advised that attempts to enforce these judgements against Cape in the United States have been unsuccessful The directors believe in the light of legal advice received that the outcome all the actions against Cape and Charter and the obligations retained by Cape are unlikely to have any material effect on Charter's financial position and accordingly no provision in respect of them has been made 17. Share capital Authorized 31 March 1983 Shares of each 31 March 1982 Shares of each 135,000,000 2,700,000 135,000,000 2.700,000 Issued Fully paid shares Partly paid shares Ip paid see note ) below Fully paid shares with restricted rights see note ii below Total issued share capital 105,088,231 155,900 68,657 2,101,765 105,075.268 1,559 264,900 1,373 2,104,697 72.620 2,101,505 1,649 1.452 2,104,606 NOTES ) The partly paid shares were issued under the company's share incentive scheme adopted in 1970. No further shares will be issued under that scheme ii The fully paid shares with restricted rights were allotted to the holders of the company's 22 partly paid shares in terms of scheme of arrangement of October 1979 and are subject to the same restrictions as the partly paid shares to which they relate until such time as those partly paid shares become fully paid During the year 9,000 partly paid shares were result fully paid up and as 3,963 fully paid shares with restricted rights became free of restriction see report of the directors iii On September options 1982 September to subscribe for a total of 101,850 shares exercisable between 7 September 1985 and 6 September 1989 at a price of 188p per share were granted to executive directors and senior employees under the share option scheme adopted in 1973 No further options can be granted under that scheme but shareholders are being asked to approve a new scheme to operate for the next ten years The total of numbse harr es over which there are options outstanding is 185,545 18. Share premium account Balances at 31 March 1982 Premium on shares issued by the company Balances at 31 March 1983 GROUP 000 12,351 17 12,368 COMPANY 000 17 ... 19. Reserves Reserves at 31 March 1982 Retained profit for the year Net effect of translation of currencies Revaluation of overseas subsidiaries fixed assets Premium on purchase ofshares in subsidiary companies in Goodwill written off the accounts of associated companies Transfers on associated companies becoming subsidiaries Associated companies restated to net assets basis Other items Reserves at 31 March 1983 GROUP 000 305,287 20,988 6,750 1,346 34,528 3,707 1,169 298 294,669 COMPANY 000 4,400 1,853 SUBSIDIARY COMPANIES 000 289,203 7,330 ASSOCIATED COMPANIES 000 11,684 11,805 1,487 5,263 1,346 34,528 i _ _ 6,253 3,103 - 709 267,232 3,707 3,103 1,169 411 21,184 NOTE the event of certain overscas and distributing reserves or profits an additional liability to United Kingdom and overseas taxation would arise 20. Long term indebtedness Financial subsidiaries Debenture stocks repayable in 1983 7 per cent guaranteed bonds of FF47,470,000 see note ii below Industrial and mining subsidiaries 7 per cent debenture stock 1986/89 6 per cent debenture stock 1986/89 7 per cent unsecured loan stock 1986/91 Malaysian Industrial Development Fund loan secured 1983/88 Loan stock and notes of the Anderson Strathclyde group acquired on 25 March 1983 see note iv below 1983 000 _ 4,399 2,000 600 3,459 3,843 23,457 1982 000 1,000 4,343 2,000 600 3,459 2,831 Bank loans secured see notes ) and iii below Bank loans unsecured see notes ( iii and iv below Obligations under under finance leases see note ) below Loan from associated company repayable in sterling between one and two years 37,758 5,762 34,135 6,968 1,500 141,233 1,365 6,001 4,652 86,123 NOTES i Repayments are due as follows Between one and two years Between two and five years Over five years BANK LOANS 000 3,033 16,631 20,233 39,897 OTHER BORROWINGS 000 4,268 13,932 21,058 39,258 FINANCE LEASES 000 1,706 4,056 1,206 6,968 ii Charter regards regards FF47,470,000 7 The per cent guaranteed bonds 1987 are listed on The Stock Exchange Consolidated Consolidated P.L.C. has the guaranteed in London principal including repayment of as premium if any and payment of interest iii Bank loans are repayable in the following currencies Sterling Belgian francs Swedish kroner dollars French francs Other 1983 000 10,366 3,343 1,613 23,392 405 778 1982 000 3,396 1,585 569 823 993 39,897 7.366 iv Anderson Strathclyde PLCgroup 1986/91 8 per cent unsecured loan stock Unsecured loan 1984/90 12 per cent promissory notes 1986/95 8.5 per cent promissory notes 1984/95 7.57 per cent promissory notes 1984 6 per cent industrial revenue bonds 1988 Revolving credit term notes convertible to term notes repayable by June 1988 Mortgage notes 1993 Bank loans unsecured 1983 000 2,403 1,267 8,108 6,588 271 1,267 2,365 1,188 23,457 22,740 ae my : lee at He i Ls pote yoo : an 4 21. Consolidation of Anderson Strathclyde PLC Anderson Anderson was an associated company during the year until 25 March 1983 when Charter's offer to acquire the whole of Anderson's share capital became unconditional At the balance sheet date Charter held 63.9 per cent of Anderson's issued share capital In these accounts 28.4 per cent of Anderson's results have been accounted for as associated company earnings see notes 2 and 3 and for balance sheet purposes Anderson has been consolidated as a 63.9 per cent subsidiary The total premium of 32.0 million between the purchase consideration for Anderson's shares acquired and to be acquired and the fair value of net assets at 25 March 1983 has been written off to reserves Theinterest of outside shareholders in subsidiaries in the consolidated balance sheet on page 21 includes 34.9 million representing the consideration payable by Charter for the balance of 36.1 per cent of Anderson's shares to be acquired after 31 March 1983 22. The Rio Tinto Corporation PLC Charter disposed ofits remaining 3.6 per cent equity interest in The Rio Tinto Corporation on 18 April 1983 the effect of which will be included in the accounts for the year ending 31 March 1984. The net proceeds after provision for taxation from this disposal and from disposals earlier in 1983 will not be less than 38.6 million 23. Source and application of funds ) Analysis of working capital Increase in stocks and work in progress Increase in debtors Increase in creditors ii Net assets on acquisition of subsidiaries Fixed assets - Goodwill Stocks and work in progress Debtors Creditors Taxation Capital expenditure grants Liquid funds Interest of outside shareholders Long term indebtedness Investments Other items Deduct Investments acquired in previous years consolidated on becoming subsidiaries Acceptances of Anderson Strathclyde offer prior to 31 March 1983 included as creditors acquiring Cost of the balance of Anderson Strathclyde included in interest of outside shareholders Purchase of subsidiaries iii Investments Long term - purchases - book value of realizations Portfolio - net realizations at book value iv Decrease in liquid funds Increase in short term loans deposits and cash Increase in associated companies and other deposits Increase in bank loans and overdrafts 1983 000 4,091 6,241 4,032 6,300 71,391 34,084 83,151 35,656 * 44,655 2,591 3,636 9,271 22,059 50,669 156 136 110,235 11,620 16,429 34,938 62,987 47,248 1982 000 10,010 2,348 5,941 13,603 24,626 4,399 17,206 10,200 12,213 3,954 218 9,594 6,666 _ 860 43,834 35,863 _ _ 35,863 7.971 974 98 876 15,012 14,136 : 1,457 87 1,370 9,365 7,995 20,663 11,333 36,142 26,812 35,016 2,446 6,860 25,710 32 Consolidated current cost accounts Charter Consolidated P.L.C. and its subsidiary companies CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 31 March 1983 Profit before interest and taxation on historical cost basis Deduct Current cost operating adjustments relating to Operating profit of industrial and mining subsidiaries Share of retained profit of associated companies Surplus on realization investments Administration and technical expenditure Current cost operating profit Interest receivable net Deduct Leasing adjustment Gearing adjustment Current cost profit before taxation taxation Taxation Interest of outside shareholders in profits of subsidiaries Current cost profit attributable to Charter Earnings per share 17.8p 1982-20.1p 1982-20.1p Dividends paid and proposed Extraordinary items shown in the historical cost accounts Current cost adjustment 1983 million million 46.7 1982 million million 58.6 11.9 5.2 2.4 0.9 Retained current cost profit transferred to reserves CONSOLIDATED BALANCE SHEET 31 March 1983 Fixed assets Exploration expenditure Investments Assets under finance leases to third parties Net current assets Stocks and work progress Creditors less debtors Liquid funds net Taxation Proposed final dividend 2.9 4.2 5.8 3.8 Note 8 million million 289.3 0.3 405.7 14.9 1982 million million 191.0 0.3 313.6 13.5 Financed by Share capital and share premium Reserves Capital expendituregrants Interest of outside shareholders in subsidiaries Long term indebtedness Deferred taxation 610.2 7.5 110.4 86.1 2.9 817.1 The accounting policies on pages 18 and 19 and the notes on pages 34 and 35 form part of these accounts Notes on the current cost accounts Introduction 1. Policies 2. Comparative figures 3. Operating profit of industrial and mining subsidiaries Current cost accounts according to Statement of Standard Accounting Practice SSAP no 16 attempt to make full allowance for inflation specific to the business by taking account of the need to replace working capital and fixed assets at inflated prices thereby reducing historical cost profits to the amount which could be distributed without undermining the capital base Current cost accounts as prepared are appropriate to Charter's industrial and commercial business However SSAP 16 is not in its present form appropriate to the long term investment business which forms an important part of Charter's assets because the concept of specific price increases as a result of inflation is alien to investment values reflecting diverse market factors In addition the full application of SSAP 16 to the mining business is questionable due to the difficulty of assessing the capital and operating costs of a replacement mine which in practice will depend on the nature and location of the orebody Clearly current cost accounts must still be looked upon as experimental and presenting little more than an alternative view for a group such as Charter with its major investment and mining interests The current cost accounts have been prepared in accordance with Statement of Standard Accounting Practice no 16. The accounting policies adopted in the historical cost accounts set out on pages 18 and 19 have also been adopted in the current cost accounts except where indicated below In general appropriate indices have been used to value assets and for averaging calculations made to assess the cost of sales and monetary working capital adjustments Corresponding amounts for 1982 have been adjusted to reflect the changes in the historical cost figures but have not been restated to reflect subsequent changes in purchasing power Cost of sales adjustment see note 5 Monetary working capital adjustment see note 6 Depreciation adjustment see note 8 1983 million 3.5 2.1 8.9 14.5 1982 | million 4.1 1.2 6.6 11,9 4. Administration and technical expenditure : Monetary working capital adjustment see note 6 Depreciation adjustment see note 8 1983 million . 0.1 0.6 0.7 1982 million 0.2 0.7 0.9 Stocks Stocks and work in progress are valued at the lower of current replacement cost and net realizable value The cost of sales adjustment represents the excess of the replacement cost of goods sold at the time of sale over the historical cost 6. Monetary working capital adjustment The monetary working capital adjustment on the operating profit of the industriaanld mining subsidiaries and Charter's fee earning business represents the change as a result of inflation in the amount of monetary working capital needed to support the day operations of the businesses In addition a monetary working capital adjustment has been charged against the surplus on realization of portfolio investments and against income from finance leases within interest receivable representing the increase in the average capital employed which would have been necessary to take account ofgeneral price increases 7. Gearing 8. Fixed assets and depreciation 9. Associated companies The gearing adjustment reduces the effect of the current cost adjustments on the profit and lcss account by reflecting the benefit to shareholders shareholders of borrowings in fixed The gearing adjustment shown in the profit and loss account is Cape mInodnuesttarireystPeLrCm'ss gearing adjustment excluding the assets and liabilities of Cape Industries PLC the was not on average in a net borrowing position and therefore no further group has been made No adjustment has been charged in the prost and loss gearing adjustment surplus funds held pending longer term investment account relating to Fixed assets are shown at their value value to the business which is replacement cost as follows normally net current Freehold and leasehold property Plant furniture and fittings Gross 1983 1982 million million Depreciation 1983 1982 million million Net 1983 1982 million million 154.7 341.9 88.4 225.4 23.9 183.4 10.6 112.2 130.8 158.5 77.8 113.2 496.6 313.8 207.3 122.8 289.3 191.0 appropriate Properties have been valued by the directors with reference to professional valuations in recent periods cost in the case of recent constructions or market rentals and yields No attempt has been made to revalue mineral rights or to value mineral reserves for current cost accounts purposes The depreciation adjustment reflecting the higher replacement costs represents the of depreciation on assets at current cost values over the historical cost depreciation Wehxceerses assets are still in use but have been fully written off in the historical cost extended lifespan !:~ \ been assessed for current cost accounts accounts an purposes In keeping with the strategic nature of the associated company holdings and their close relationship with other long term investments associated companies have been included in the balance sheet at market or directors valuation The current cost adjustment relating to the share of associated companies profits is the difference between the share of current cost and historical cost earnings before taxation Differences between increases in the market values and the share of current cost included in the current cost profits are reserve 10. Investments 11. Reserves valuation For balance sheet purposes investments have been valued at directors or market and an investment reserve has been established within the current cost reserve to hold the excess of this valuation over book historical cost value Profits on the realization of the group's directly held long term investments are taken directly to reserves Current cost reserve At 1 April 1982 Revaluation surpluses Fixed assets Investments Stocks and work in progress : On acquisition of subsidiary companies Monetary working capital adjustments Gearing adjustment million 7.6 112.5 2.4 14.0 _ million 211.3 _ 136.5 3.4 1.7 Other reserves At April 1982 Retained current cost profit for the year Reserve movements per historical cost accounts : Reserves at 31 March 1983 273.7 4.2 31.6 349.5 246.3 595.8 NOTE million The total of the current cost adjustments included in the current cost reserve which have been through the profit and loss account amounts to 48.3 million 1982 - 31.6 passed Principal interests including principal subsidiary companiescompanies and associated companies Company Country of incorporation or registration Group interest equity capital percent Nature ofbusiness Accounting date for inclusion subsidiary and associated company results INDUSTRIAL Anderson Strathclyde PLC to see note 21 on the accounts on page 32 interest increased 98.5 per cent at 20 June 1983 Cape Industries PLC a subsidiary holds 100 per cent porfetfheer3 encpeersshhaarresecsumulative Heatrae International Limited ; Scotland England England Johnson Matthey Public Limited Company MKR Holdings Limited Pandrol International Limited Perard Torque Tension Limited England England England England 63.9 equipment March 67.3 100 27.9 Insulation products friction materials automotive components insulation contracting and fire protection Electrical water heating catering and refrigeration equipment refining and industrial December December March 100 Refrigeration and drink dispensing December equipment 100 Railway track equipment and December services 100 Mining equipment December MINING Alexander Shand Holdings Limited Anmercosa Sales Limited Beralt Tin and Wolfram Limited Botswana RST Limited Charter Consolidated Malaysia Sendirian Berhad Charter Consolidated Metals and Ores Limited Charter Consolidated U.K. Offshore Oil Explorations Limited disposed of on 10 June 1983 Cleveland Potash Limited see note 3 Malaysia Mining Corporation Berhad England England England Botswana Malaysia England England England Malaysia South Crofty PLC Tara Exploration and Development Company Limited England Canada 4.5 100 Coal mining and civil engineering Marketing of metals Wolfram mining in Portugal Nickel mining Investment and management 100 Metal trading 80 Oil exploration December March December March March March 50 13.8 60 14.1 Potash mining mining marketing and smelting plantation interests Tin mining December Zinc lead mining in the Republic of Ireland OTHER INVESTMENTS Anglo American Corporation Zimbabwe Limited see note 4 The Argus Printing and Publishing Company Limited Zimbabwe South Africa 33.5 10 Mining industrial finance and investment Printing and publishing 36 , . \ ~ 7 - % i : 3 . Company Other investments continued Covenant Industries Limited Euranglo Limited in of course liquidation Minerals and Resources Corporation Limited The Rio Tinto Corporation PLC disposed ofon 18 April 1983 Country of incorporation registration Group interest equity capital cent Nature of business Accounting date inclusion subsidiary and associated company results England South Africa Bermuda England 33.9 Marketing and manufacture of chemicals in Africa Investment September : March International mining finance and investment 3.6 International mining and industrial FINANCE AND INVESTMENT SUBSIDIARIES which also hold directly and indirectly the interests listed above The British South Africa Company England 100 Central Mining Finance Limited England 100 The Central Mining & Investment Corporation Limited England 100 Charter Consolidated Finance Limited England England 100 Charter Consolidated Investments P.L.C. England 100 Investment Finance and investment Investment Finance Investment SERVICES Charter Consolidated Services Limited England Administration and technical NOTES 1. The companies listed abovein which the Charter group owns in excess of 50 per cent of the equity capital are the principal subsidiary companies subsidiary companies of group A complete list of will be annexed to the annual return filed with the registrar companies The sharesin The Central Mining & Investment Corporation Limited remaining Charter Consolidated Consolidated Services Limited are held directly by the company the sharesin the Investments P.L.C. and Charter companies through through are held subsidiaries of the company Except where indicated under the nature of business the principal country of operationis the same the country ofincorporation or registration subsidiary companies Lybrand 2. Of the the by Coopers & of Beralt Tin and Wolfram Limited Cape Industries PLC and South Crofty PLC are not audited 3. Charter does not account for its share of the losses being incurred by Cleveland Potash Limited as Charter's obligation to finance such losses is restricted to specific provisions made in previous years The group holds 50 per cent of the 10 per cent redeemable participating preference shares of Cleveland Potash Limited 4. No account is taken of the group share of the results of Anglo American Corporation Zimbabwe Limited as Charter is not in a position to exercise significant influence over the company's affairs other associated companies held by operating subsidiaries are Rasheed Shand Limited owned by the Alexander Shand Holdings Limited group incorporated in Saudi Arabia whose business is civil engineering and Elastic Rail Spike Company Proprietary Limited owned by the Pandrol International Limited group incorporated in South Africa whose business is railway track equipment The group interest in the equity capital each company is 40 per cent and the accounting date for inclusion each company's results is December Analysis of assets and income Geographical analysis of total assets and revenue United Kingdom Rest of Europe North and South America South Africa Rest of Africa South Asia Australasia Assets 1983 000 407,647 24,544 141,387 32,835 18,320 62,412 39,313 1982 000 324,262 35,782 53,731 9,527 13,529 39,501 33,582 726,458 509,914 Per cenotf assets 1983 1982 56.1 3.4 19.4 4.5 2.6 8.6 5.4 63,6 7.0 10.5 1.9 2.7 7.7 6.6 100.0 100.0 Per cent of revenue 1983 1982 70.6 5.8 2,3 8.3 4.3 4.1 4.6 61,8 4.5 3.1 3.1 5.3 20.4 1.8 100.0 100.0 Analysis by category of . investments and investment income Mining Finance Diamonds Tin and wolfram Copper potash gold and other minerals Industrial commercial etc. Fixed interest stocks and bonds Investments 1983 000 173,163 6,450 33,867 1982 000 102,605 4,446 20,107 5,352 186,919 _ 4,981 152,474 28,975 405,751 313,588 Per cent of investments 1983 1982 42.7 1.6 8.3 1.4 46,0 1 100.0 32.7 1.4 6.4 1.6 48.7 9.2 100.0 cent of investment income 1983 1982 26.4 0.2 12,8 27.5 0.4 15.2 0.7 50.4 9.5 2.0 38.8 16.1 100.0 100.0 NOTES 1. Listed investments are included at market value at 31 March and unlisted investments at directors valuation March - 2. The geographical analysis analysis takes into consideration direct interests and where possible major indirect interests in the areas concerned and is therefore only approximate Analysis of turnover and and operating profit of industrial mining subsidiaries by product category 4 , 4 g J 4 3 x FY Bi s ' ; Turnover 1983 : Building products and insulation contracting Automotive and engineering products Heating catering and refrigerationrefrigeration Civil engineering and construction Coal mining Railway track fastenings Metal sales Wolfram mining Mining equipment Quarrying Tin mining - 000 177,165 47,399 42,204 42,158 28,474 26,363 14,016 11,363 10,722 5,402 4,013 a 1982 000 - 171,582 47,814 39,793 22,519 18,289 25,450 11,838 6,190 9,377 4,087 a Deduct Compensation for industrial disease : , Unallocated central charges 409,279 356,939 ; _ _ _ 409,279 356,939 _ Operating profit 1983 000 9,071 1,260 365 1,061 3,061 2,920 430 723 291 314 139 1982 000 7,441 1,333 866 995 750 3,909 636 1,627 529 107 16,255 825 663 | 14,265 450 325 14,767 13,490 : Geographicalanalysis ofturnover of industrial and mining subsidiaries . 7stl _ 7 a " Pa United Kingdom Rest of Europe North and South America South Africa Rest of Africa and Middle East Australasia and South Asia Turnover 1983 000 316,234 37,384 15,934 11,314 17,211 11,202 1982 000 268,386 42,097 12,748 9,159 16,059 8,490 409,279 356,939 cent of turnover 1983 1982 77.2 9.1 3.9 2.8 4.2 2.8 75.2 11.8 3.6 2.5 4.5 2.4 100.0 100.0 Five year financial record Charter Consolidated P.L.C. and its subsidiary companies EARNINGS year to 31 March Profit before taxation Taxation Outside shareholders interest from 1982 includes profit sharing Earnings attributable to shareholders Dividends paid Earnings per share Dividends per share net of imputed tax credit ) 1983 000 47,706 11,023 36,683 1,792 34,891 11,560 23,331 33.20p 11.00p 1982 000 59,227 19,502 39,725 2,098 37,627 11,558 26,069 35.81p 11.00p 1981 000 52,791 18,721 3-1,070 1,476 32,594 10,497 22,097 31.05p 10.00p 1980 000 52,349 20,752 31,597 3,659 27,938 8,760 19,178 26.63p 8.35p 1979 000 44,547 17,965 26,582 3,591 22,991 9,043 13,948 21.93p 8.62p NET ASSETS at 31 March including investments at market or directors valuation Investments At book amount Appreciation of investments see note 2 below Markeot r directors valuation Assets underfinance leases to third parties Fixed assets and exploration and development expenditure Alexander Shand group of companies Net current assets Long term indebtedness minority interest capital expenditure grants and deferred taxation Net assets Net assets per share 169,545 236,206 405,751 14,903 206,760 ~ 99,044 726,458 181,110 545,348 519p 186,206 127,382 313,588 13,484 127,972 _ 54,870 509,914 62,789 447,125 426p 186,227 206,244 392,471 278 86,080 24,926 32,755 536,510 39,499 497,011 473p 142,711 99,464 242,175 _ 68,449 _ 54,246 364,870 40,597 324,273 309p 158,306 123,933 282,239 - 75,027 52,480 409,746 69,093 340,653 325p Represented by Issued share capital Share premium Reserves Appreciation of investments see note 2 below 2,105 12,368 294,669 309,142 236,206 545,348 2,105 12,351 305,287 319,743 127,382 447,125 2,103 12,125 276,539 290,767 206,244 497,011 2,103 12,064 210,642 224,809 99,464 324,273 26,215 30,695 159,810 216,720 123,933 340,653 NOTES 1. In 1980 major changes in Charter's investments together with a capital reduction of 53.3 million took arrangement as a result of which Charter shareholders received one quarter of a share in Minerals and place Resources under a scheme of worth 55p at the time for each Charter share held Corporation Limited 2. No account has been taken oftaxation taxation on appreciation of investments see note ii to note 10 on the accounts on page 27 Analysis of Charter's issued equity share capital at 31 March 1983 Geographical United Kingdom Rest of Europe Bermuda North America South Africa Elsewhere Percentage 56.97 5.11 35.73 1.10+ 0.74 0.35 Number of Registered Shareholders 22,456 1,091 4 140 1,048 242 100.00 24,981 includes estimate of number of shares represented by share warrants to bearer tincludes shares registered in the United Kingdom in the names of banks issuing American Depositary Receipts Category Individuals Insurance companies Banks and nominee companies Other limited companies Pension funds and trustees Others Percentage 12.84 8.18 23.31 43.41 10.21 0.60 Number of Registered Shareholders Total registered 98.55 Represented by share warrants to bearer 1.45 General information Directors interests in shares The fol owing the are in shares DIRECTOR OR ALTERNATE P.C. J.J. Armitage P.C. Burnell J.O.V.J.J. Clarke J. Cleasby J.E. H. Collins H. Dabell Hambro G. A. Higham A.B.B. Hofmeyr F. Howard J.A. W. G. Mackworth A. Oppenheimer N.E.N. F. Oppenheimer J. W. Owston B. Phillimore G.G. WH. . Relly J.G. J.G. J.G. Richardson A. B. Shand A. T.J. Statham J. OgilvieOgilvie Thompson 2p each of the company of the AT 31 MARCH 1983 Fully paid Options to subscribe for fully paid shares Partly paid shares ip paid who held office 31 March 1983 AT 1 APRIL 1982 Fully paid shares with restricted rights Fully paid shares Options to subscribe for fully paid shares,, Partly paid shares 1p paid 390 100 4905 nil 100 nil 1,131 1,7456 500 100 1,390 300 nil nil" 4905 nilto 500 100 4905 100 86711 3905 100 Fully paid shares with restricted rights 3,304 3,304 3,304 nil nil nil nil nil nil nil nil nil NOTES granted under share option 2 the share incentive under issued 3 allo holt dert s ed paid to of partly under 1908 apropriated apropriated 5 adopted adopted scheme of July 1973 1970 July of 22 October 1979 adopted 11 August 1981 to and subject the the partly which they relate 6 beneficial in 7 also had a beneficial interest ordinary ordinary Cape in Industries 31 March 1983 1 April 1982 fi on June 1982 date appointment 22 10 appointment 1952 date on 10 August 11 held jointly There no change in any of the interests between the end of the financial financial year and 7 June 1983 being one month prior to the date of the above mentioned was that Mr J. G. Richardson's interests in partly paid shares and fully fully paid shares with restricted rights were reduced to n5,o0t0i0ceaonfda2n,n20u3arlegspeencetriavlemlyeeatnidnMgrexMc.epJ.tStatham's interests in partly paid shares and fully paid shares with restricted rights were reduced to nil Substantial shareholding On 7 June 1983 Minerals and Resources Corporation Limited held an interest of 35.7 per cent in the issued share capital of the company Anglo American Corporation of South Africa Limited and De Beers Consolidated Mines Limited were deemed to be interested in that shareholding under section thoe f theCompanies Act 1981 Taxation i Capital gains tax The market price of the company's shares on 6 April 1965 adjusted for the effect restructuring of the group 1979 was Sharesof the --68.73p in Registered shares-68.73p letters of renounceable allotment 69.60p Share warrants to - 69.17p bearer ii is company close not within the of the Income The and Corporation Taxes Act 1970 and this position has not changed since the end ofthe financial year Employees The average number of employees per week of the company and its subsidiaries working wholly or mainly in the United Kingdom was 13,048 during the year The aggregate aggregate amount of the remuneration paid to such the yea101r ,248,000 employees during was companies consideration 101,248,000 Group give full made by disabled people having regard totheir abilities Should employees become disabled for particular aptitudes and during employment and no longer be capable of performing the work for which they were engaged they would be considered for any available alternative work within their capabilities For the purposes of training career development and promotion disabled employees are treated in the same way as other employees Johnson Matthey Public Limited Company Principal count of peration England Issued share capital capital at 31 March 1983 133,215,753 in ordinary shares of each and 300,000 in 31 per cent cumulative preference of shares each Issued loan capital 8,750,000 in 4,500,000 7 per cent debenture stock 1990/95 3,000,000 5 per cent debenture stock 1988/90 and 1,250,000 unsecured loan stock 1983 redeemed at par 11 April 1983 OTHER COMPANIES Anglo American Corporation Zimbabwe Limited Principal country of operation Zimbabwe Issued share capital at 30 June 1982 56,709,212 in shares of Z each Reserves 18,882,000 Political and charitable contributions Contributions for political purposes made through a subsidiary company during the year amounted to 300 paid to the Ashford Conservative Associa- tion Contributions for charitable purposes made by the company and its sub- sidiaries during the year totalled 69,000 Investments of 20 per cent or more The following is the information required by The Stock Exchange about the major companies in which Charter's equity interest is 20 per cent or more ASSOCIATED COMPANIES AT 31 MARCH 1983 Rasheed Shand Limited Principal country of operation Saudi Arabia Issued share capital at 31 December 1982 5,000 shares of Saudi ryala 1,000 each Cleveland Potash Limited Principal country ofoperation England Issued share capital at 31 December 1982 37,000,000 in 7,000,000 ordinary shares of each and 30,000,000 10 per cent redeemable participating * preference shares of each Issued loan capital 18,449,786 25 per cent unsecured loan stock 1987 and 1,938,409 25 per cent unsecured loan stock 1988 Charter held 72 per cent of the 25 per cent unsecured loan stock 1988 Covenant Industries Limited Principal countries of operation Kenya Nigeria Tanzania Zambia Issued share capital at 30 September 1982 91,824 in 45,912 A ordinary and 45,912 B ordinary shares of each Rail Elastic Principal Company Spike Proprietary Africa Issued hare at 30 June 1982 capital R80,000 : of B shares each Limited Africa in 24,000 A shares and 16,000 Euranglo Limited of operation South Africa Issued share capital at 31 March 1983 R100in value 1,000,000 shares of no par Group directory Executive directors N. Clarke Chief executive G. A. Higham Industrial F. A. Howard Finance A. W. Owston Mining G. Richardson Administration . x { i & Managing directors of aye operating subsidiaries ALEXANDER SHAND K. Dabell ANDERSON STRATHCLYDE J. M. Little CAPE INDUSTRIES W. P. Doughty CHARTER CONSOLIDATED MALAYSIA K. J. Jackson HEATRAE M. W. King MKR HOLDINGS J. Hamilton PANDROL INTERNATIONAL to be appointed PERARD TORQUE TENSION V. O. Handscombe Officials R. Armitage MANAGER Treasury administration D. Booth Secretary I. R. M. Chaston Consulting metallurgist J. V. Cleasby Consulting engineer head of technical department B. J. Crean Investment manager H. Dawkins Group chief accountant A. Dunster Finance manager O. Ellison Public relations consultant C. J. Forristal Consulting engineer G. Gardiner Manager mining administration P. Gordon Prospecting manager G. Inns Evaluation manager N. McNair Scott MANAGER Development planning and new business McVean Personnel consultant J. A. Pool MANAGER Group financial planning H. W. Purkiss Consulting mechanical and electrical engineer L. C. Smets Chief economist M. J. Statham Investment manager H. Tanton Consulting mining engineer de W. Waller Manager metal sales A. M. Wilson Chief geologist Offices 40 Holborn Viaduct London EC1P IAJ registered Charter House Park Street Ashford Kent TN24 8EQ 44 Main Street Johannesburg 2001 South Africa 8th Floor MUI Plaza Jalan Parry Kuala Lumpur 04-01 Malaysia 244 Avenida da Liberdade 1200 Lisbon Portugal Registrars Charter Consolidated Services Limited PO Box 102 Charler House Park Street Ashford Kent TN24 8EQ Consolidated Share Registrars Limited 40 Commissioner Street Johannesburg 2001 South Africa 43 Procedure for holders of share warrants to bearer attend general meeting Holders of share warrants to bearer wishing to attend as members at a general meeting must deposit their share warrants at least three clear normal business days before the meeting at the offices of the company's registrars in the United Kingdom or any of the company's overseas paying agents The directors may accept in lieu of the deposit of a share warrant a certificate from a banker or other approved person to the effect that the share warrant has been deposited with him The banker or approved person must give an undertaking not to surrender the share warrant to the depositor except the certificate of and the undertaking against return of deposit The company will deliver to the person depositing a share warrant or certificate of deposit and an undertaking an admission card stating his name address and the numbse harr es represented by the relative warrant of to him to attend and vote in person or by proxy at a meeting foernmabsle from available the above mentioned offices Copies of the governing governing share to bearer are available from the registered office of the company and the office of its registrars in the United Kingdom and from the company's overseas paying agents Cr^'ditLyonnais 19 boulevard des Italiens 75002 Paris and L'Europ^'ennede Banque 21 rue Laffitte 75009 Paris Proc^'dure de aux ^ d'actionsd'actions au porteur d'assister une assembl^'eg^'n^'rale Les d^'tenteursde certificats d'actions au porteur d^'sirantassister en leur qualit^'d'actionnaire ^ une assembl^'eg^'n^'ralseont tenus de d^'poserleurs certificats d'actions au moins trois jours ouvrables francs avant la date de directeur bureau l'assembl^'e l'asembl^'e au du registre registre la du l'^'tranger au ou ceux des agents payeurs de la soci^'t^^' soci^'t^' hoyaume Uni Les administrateurs acceptent qu'^ la place du certificat d'actions soit d^'pos^'uene attestation d^'livr^'pear une banque ou par toute autre personne habilit^'e ^ recevoir en d^'p^ltes certificats d'actions La banque ou la personne habilit^'edoit s'engager ^ ne remettre le certificat d'actions au remise l'at estation d^'posant de d^'p^t La soci^'t^' remettra au d^'posantd'un certificat d'actions ou d'une attesta- tion de d^'p^ett d'engagement une carte d'admission portant ses nom et adresse de m^"meque le nombre d'actions repr^'sent^p'ar le certificat corres- pondant Cette carte lui permettra de ce fait d'assister et de voter en ou par mandataire ^ assembl^'e g^'n^'rale * des formulaires ^"tre obtenus aupr^s des bureaux indiqu^'sdessus action aires MM les se peuvent procurer des exemplaires des con- ditions r^'gissantles certificats d'actions au porteur en s'adressant soit au si^gesocial ou au bureau du directeur du registre de soci^'t^' soit aux bureaux des agents de la soci^'t^a ' ux adresses suivantes Cr^'ditLyonnais 19 boulevard des Italiens 75002 Paris L'Europ^'enne de Banque 21 rue Laffitte 75009 Paris  eke pepeeee ter engi SE oe Ret oe e oy fF i ) et