Document rB4vYGm7Xm4v9rbv6a3Zmpbpa

FILE NAME Cape Asbestos CAPE DATE 1989 Mar DOC CAPE187 DOCUMENT DESCRIPTION Consolidated Profit and Loss Account Legal Tibbs Case Exhibit 85 profit Consolidated Year ended 31 March 1989 and loss account 1989 000 1988 2000 Note a Industrial Mining and Quarrying Precious Metals ' Finance Profit from continuing businesses 25,971 3,141 24,488 20,512 21,912 2,044 22,719 13,322 74,112 59,997 1,089 639 Discontinued businesses 73,023 59,358 Operating profit Central charges Head office reorganisation Profit on ordinary activities before taxation Taxation on profit on ordinary activities Profit on ordinary activities after taxation 3,912 4,169 1,400 . 67,711 55,189 17,399 50,312 14,812 40,377 4,857 2,659 Minority interests Profit attributable to shareholders 45.455 37.718 share 43.1p 1988 - 35.8p Earnings per Extraordinary items Profit for the financial year Dividends Retained profit transferred to reserves 866 12,586 <i enanser1e 2,5e 86 46,321 50,304 18,198 15,287 28,123 35,017 a profits Operating profit includes the group share of relatedrelated company of 26,194,000 1988 24,274,000 The movements on The information on reserves are set pages 22 44 out in forms note 29 on page 38 part of these accounts 7 : . ae ) : , Consolidated 31 March 1980 balance sheet a Note ' .1989 000 000 1988 ; 000 .000 ' 13 13 14 Fixed assets Intangible assets Tangible assets Investments : Valuation 318,593.000 236,094,000 115,072 139,681 5,957 109,024 116,080 i 16 17 . 15 "s 18 ; 19 Current assets Stocks Debtors Finance leases Investments at valuation Cash and bank deposits 254,753 231,061 78,966 SS 97,209 - 292 6,011 202,566 83,495 104,834 9,919 11,003 ee i 187,737 385,044 396,988 1822 . 1822 Creditors due within one year Creditors Taxation Short term borrowings 104,206 _ 19,283 11,758 111,451 16,623 18,499 , 25 , 26 27 Net current assets Total assets less current liabilities Creditors due after one year Long term borrowings Other long term creditors Provisions for liabilities and charges 135,247 249,797 504,550 146,573 250,415 . 481,476 56,600 738 31,078 54,903 737 37,481 . 32223 32223 , 32223 32223 . 32223 Capital and reserves Called up share capital Share pre nium account - Revaluati in reserves Other re erves Profit loss account Total capital and reserves 416,134 2,110 12,698 43,278 122,706 207,668 388,460 388.355 2,109 12,543 30,434 174,919 146,171 366,175 Minority interests 27,674 416,134 ~ pproved by the board of directors on 20 June 1989 RKA RKA Wakeling JW JW Herbert directors Directors The information on pages 22 to 44 forms part of these accounts : Balance 31 March 1989 sheet - Note 14 26 Fixed assets Investment in subsidiaries at cost Current assets Corporation tax recoverable Amounts due from subsidiaries Debtor due after one year Cash at bank Creditors due within one year ' Proposed final dividend Other creditors 32 26 . 322 322 Net current assets Total assets less current liabilities Creditors due after one year| Long term borrowings Amounts due to subsidiaries Capital and reserves Called up share capital Share premium account Profit and loss account 1989 000 000 224,966 1988 000 000 66,128 18,169 203,388 1,200 7 222,764 12,913 .54,658 - 6 67,577 13,187 577 13,764 209,000 433,966 10,806 573 11,379 56,198 122,326 44,379 367,414 22,173 2,110 715 19,348 22.173 39,682 61,796 : | 20,848 2,109 560 18,179 20.848 . . : . be niet oy : : * . f ; | a Approved by the board of directors on 20 June 1989 RK A Wakeling JW JW Herbert Directors The information on pages 22 to 44 forms part of these accounts Source and application of funds Year ended 31 March 1989 30 30 30 30 30 1989 000 *- 000 1983 000 000 Operating cash flow . Profit before interest and taxation Share of retained profits of related companies Provisions against current asset investments Operating cash flow from revenue sources Working capital Fixed assets Purchases for normal replacements and . enhancements Book value of disposals Depreciation 52,980 18,019 1,359 33,602 2,419 4,524 46,478 17,325 1,359 30,512 16,093 3,727 17,523 5,157 Net securities realisations at cost Operating cash flow Taxation Interest Dividends Cash flow after taxation and service of capital Capital receipts less new investment Extraordinary items before taxation and other items Acquisition of subsidiaries Fixed assets Decrease in finance leases Net cash inflow Represented by Increase in liquid funds Increase decrease in long term borrowings 6,614 ms 13,557 5,170 19,363 12,185 14,067 15,817 47,159 13,935 8,806 8,733 13,955 49,875 14,028 33,224 35,847 16,915 2,183 8,246 9,627 13,351 19,873 21,570 1,697 19,873 The information on pages 22 to 44 forms part of these accounts mar er S Contents ; The Charler group Five year financial record Chairman's statement Report of the directors ; Review of operations Statutory and other information Report of the auditors Consolidated profit loss account Consolidated balance sheet Balance sheet ; Source and application of funds . Notes on the accounts Analysis of revenue and assets . Principal interests ; : Share ownership ~~ u : Board of directors - operations and management Notice of meeting _ ~ 2 3 4 5 ^' 20 21 22 40 42 45 46 47 48 Registered office 40 Holborn Viaduct London ECIPIA ECIPIA 01 Telephone 353 1545 Fax 01 583 2950 Telex 929582 Important dates Annual general meeting - Tuesday 15 August Final dividend paid - Thursday 17 August Interim dividend and half yearly report published - Wednesday 13 December interim dividend paid - Thursday 11 January | CHARTER Charter Consolidated P.L.C. Annual Report for the year ended 31 March 1989 Highlights Turnover - Profit before taxation Attributable earnings Extraordinary items Earnings per share Dividends per share Net assets Including appreciation of investments Net assets per share 1989 million 1,009.6 1988 million 946.3 at 7 yoga Board of directors Chairman Deputy chairman Executive directors executive directors Sir Michael Edwardes DJ DJ Davies RKA RKA Wakeling acting chief executive JW JW Herbert industry PCD Burnell DE Cook TD Sir Robert Hunt CBE JCL Keswick A Lea Alternate Director Secretary ] Ogilvie Thompson MJ MJ Statham PM Thwaite a od ; | The Charter Group Ww engineeringbuilding materials of.a British group engeged in engincering, interests in the Charter Charter Charter the company British group engaged engineering engineering materials parent company investment engaged building materials and Charter the marketing services mining quarrying quarrying and metals specialist industrial marketing markets, with em strategy strategy develop as a major industrial group in markets emp are Charter's strategy is develop develop major industrial specialist strategy Charter's markets emp sis on Charter's ownership ownership of competitive competitive technology Charter's companies companies are leaders leaders market leadership leadership and intention to develop these businesses businesses acquisition fields and intention by acquisition earnings The The employs 9,733 people worldwide continuing analysis continuing businesses Bh Precious i Finance Metals FA Mining @ Quarrying Mining Quarrying Turnover Operating profit Geographical analysis 000 Operating profit by area of origin 53,373 UK Rest of Europe 4,516 North America 8,535 Total of the world . 6,599 Markeottasl 73,023 % 6% % o% % Markets supplied Capital employed Capital employed employed ee erat The World Europe record FivFe ive year financiafinlancial record : 3 s oe, So See rs : 5 . : i Ny o fs 4 e a , ae A fe : 4 S * 7 i i i. . * + 4. : . 2 * . 2 ty :, x Profit and loss account Turnover Turnover note ) Operating profit note ) Central charges Profit before taxation Taxation Minority interests Earnings attributable Extraordinary items Dividends Retained profits Earnings per share Dividends per share 1989 000 1988 000 1987 000 ~ 1,009,560 | 946,323 802,618 73,023 5,312 59,358 4.169 46,227 4,198 4,198 67,711 17,399 4,857 55,189 14,812 2,659 - 42,029 10,241 620 45,455 866 18,198 37,718 12,586 15,287 '), 28,123 35,017 31.168 1,1913 13,682 18,677 43.1p 17.25p 35.8p 14.50p 29.6p 13.00p 1986 000 887,879 33,488 4,812 28,676 8,936 36 19,776 9,191 ( 12,095 1,510 1985 000 1,175,575 21,546 5,026 Notes [ Turnover and operating profit include relatrelateded - companies 2 No account has | 16,520 7,474 1,496 taxation taken of any which wouldwould arise on the realisation 10,542 52,874 11,568 53,900 investments asset see note investments to note 14 on the accounts on Page 31 18.8p 10.0p 11.50p 11.00p Balance sheet Fixed assets . Investments at valuation Current assets Creditors and provisions Capital employed Borrowings Minority interests Net assets Net assets per share Shareholders funds Appreciation of investments note 2 Net assets 115,072 318,593 385,044 155,305 663,404 68,358 27,674 567,372 538p 388,460 178,912 567,372 14,981 236,094 396,988 166,292 581,771 73,402 22.179 486,190 461p 366,176 120,014 486,190 11,502 310,417 376,106 164,413 .633,612 91,089 21,080 521,443 495p 314,089 207,354 521,443 128,374 204,642 353,934 183,274 503,676 94,752 24,386 384,538 366p 298,202 86,336 384,538 142,254 150,209 417,915 215,976 494.402 118,048 30,856 345,498 329p 307,820 37,678 345,498 Operating profit - continuing businesses Ravaae 1985 1987 Em 75 70 65 -60 55 -50 -50 45 L 40 35 -30 lL 25 .20 15 tr 10 L 5 0 -5 BB Industrial Wi Precious Metals Finance Mininagnd Quarrying ore Me SN . . Chairman's statement March has achieved further progress in the year to 31 am pleased to report that the Charter group million and earnings per share grew by 20 per 1989. Profits before taxation rosean23inpcerreacseendt ftional67di.v7idend of 12.5p per share to give a total of 25p cent to 43.1 pence We propose for the year compared with 14.5p for the previous year in addressing the strategic and operational issues facing the group Charter has made good progress of the Shand Construction group announced in Our stategic review has already lsehdatroehtohledidinsgpoisnaClleveland Potash Limited in July 1989. Both These divestments March 1989 and our 50 cent worthwhile returns for the Charter group businesses had little prospect of yielding and enable the and other minor disposals progress will help to simplify the group's structure to concentrate on the group's important business areas management The is now organised in four main business areas group and building products and services = the Industrial division comprising the engineering businesses = This the Mining and Quarrying division Precious Metals comprising Charter's stake in Johnson Matthey and the Finance division comprising the securities trading business the group's investments and treasury operations responsibilities new organisation is intended to clarify management and give responsiblites property and other sharper strategic focus All four divisions produced higher prodfiivtissiinontshewhyeoasretporo3f1itsMawrecrhe u1p9859.4 Tphere csetnrtonagnedstppe errforcmenatnces came from the Finance and Industrial from Precious Metals was a relatively modest 8 cent respectively whereas the improvement totalling 32 million are planned in For 1989/90 substantially higher capital expenditure programmes and in the Mining and Quarrying the Industrial division especially at Pandrol and Cape Industries is intended to stimulate division mainly at Penryn Granite The enhanced rate of capital expenditure and substantial financial in the future Charter has a strong balance sheet greater profit growth and will be looking to expand the group by acquisitions as well as by organic growth resources we of Anderson Strathclyde Radical measures are in hand to streamcluirrneentthmeamrikneitncgoenqdiutiipomnesnatnodpeprraotsipoencsts Its management has very finance director A so that they will reflect more closely of a new chief executive and a new recently been strengthened by the appointment chief executive has also been appointed at Cape group of Charter's head office The ongoing establishment has We have nearly completed the reorganisation This action has already led to a been reduced to about 4o5veemrhpelaodyeceosstscoamnpdagrreedatweirtehff1i2ci0enacyyeaatrtahegohead office substantial reduction in from the Charter Board namely Jocelyn Hambro the former During the year six directors resigned _ and chief executive Anthony Owston Gavin Relly chairman Neil Clarke the former deputy chairman The Board has expressed its appreciation to all of Nicky Oppenheimer and Anthony Oppenheimer them for their valuable contribution to the company over many years chairman of Charter in November 1988. David Davies joined I became a director and executive and chairman of the executive committee In addition the Board and was elected deputy chairman directors Charter is pleased to Chips Keswick and Tony Lea joined the Board as executive of finance industry and welcome these three new directors all of whom bring great experience commerce to the company On behalf of the shareholders and There are 9,733 people employed ineftfohret Cahnadrtceormgmriotumpewnotrwlidtwhioduet which Charter's improving profit the Board we thank them for their performance would not be possible confident about the prospects for Given Charter's strong management and financial resources we are growth for our shareholders realising Charter's potential and for achieving continued earnings Michael Edwardes Chairman Report of the directors Review of results -. Charter's profits before tax increased by 23 per cent to 67.7 million in the year to 31 March 1989. This good performance reflects the following contributions from Charter's operating divisions Operating Profit m Increase Industrial division Mining and Quarrying division Precious Metals Johnson Matthey Finance division 26.0 up % 3.1 up 54 24.5 up ' % : 20.5 up 54 Profit before tax m +50 - -40 -30 : -20 | F10 '85 '86 87 88.89 88.89 Earnings attributable to shareholders rose by 20 per cent to 45.5 million and earnings per share increased to 43.1 pence compared with 35.8 pence in the previous year Head office reorganisation The improvement in the group's results has been achieved in spite of the once costs of the head office reorganisation amounting 1.4 million which have been taken as a charge against profits As part of the reorganisation Charter has withdrawn from the activity of providing financial and administrative services for overseas client companies and the employees formerly engaged in this activity have ceased to be employed by the Charter group The reorganisation will enable a substantial reduction in head office costs in 1989/90 Interests in related and subsidiary companies During the year the Charter group increased its shareholding in Johnson Matthey to 38.7 per cent at 31 March 1989 In March 1989 Charter disposed of its construction subsidiaries Shand Construction Ltd. Morrison Construction Group Ltd. and Biggs Wall & Co. Ltd. to the management of Morrisons In a separate transaction Charter also sold Shand Engineering Ltd. In July 1989 Charter disposed of its 50 shareholding in Cleveland Potash Ltd. to a company within the Anglo American group In December 1988 Shand Mining Inc. acquired Delphi Limestone Co. a dolomite quarry in Indiana USA with net assets of 4.9 million Extraordinary items The results include an extraordinary profit of 0.9 million which is a net figure calculated after charging substantial reorganisation costs in subsidiary companies and taking in extraordinary profits on the disposal of subsidiaries and other investments The figure also includes Charter's 4.8 million share of Johnson Matthey's extraordinary profit for the year Last year's extraordinary profit of 12.6 million included the profit on the sale of the group's interest in Malaysia Mining Corporation Earnings per share pence -50 -30 -20 i 0 '85 '86 '87 '88 '89 Dividend pence -20 Dividends The directors have decided to recommend an increased final dividend of 12.5 pence which with the interim dividend of 4.75 pence paid in January 1989 makes a total for the year of 17.25 pence per share compared with last year's 14.5 pence After providing 18.2 million for payment of these dividends retained profit of 28.1 million was transferred to reserves '85 '86 '87 88 89 Review of operations ve oe ; . : ; ae S : LO : : : i | i \ : : Industrial Summary of results Lm Turnover 1989 1988 profit Operating 1989 loss 1988 Capital employed 1989 1988 . . . ee Mining equipment - Anderson Strathclyde Mining equipment - National Mine Service Anderson Strathclyde PLC Building products - Cape Industrial services - Cape Compensation for industrial disease Cape Industries PLC Rail track equipment - Pandrol Licensed trade equipment MKR er Discontinued businesses Total 96.1 34.9 131.0 80.4 78.9 - .159.3 41.8 18.9 351.0 68.4 419.4 98.0 5.8 5.4 39.9 44.6 34.6 2.3 3 9.1 11.3 132.6 8.1 6.7 . 49.0 55.9 67.5 79.0 - 11.0 2.5 1.2 19.1 1.6 1.3 27.9 12.7 2.9 31.1 10.6 2.8 146.5 .12.3 9.4 37.7 38.9 38.0 16.1 4.7 0.9 4.6 1.2 15.4 8.4 12.7 6.4 333333..22 111.3 26.0 26.0 0.1 110.5 . .113.9 0.8 7.5 7.2 444.5 26.1 21.1 118.0 121.1 _ Anderson Strathchude is sup liers sup liers undergrouuul one of the world's major of mining equipment The main products are power loaders used to cut coal from the longwall face and roadheaders which drive the tummels for mine development Anderson Strathclyde PLC subsidiaries was slightly down at wholly Turnover at Anderson Strathclyde andinitcsreased by 0.4 million to 5.8 million profits 96.1 million while operating British Coal was strong in the final quarter which face equipment from British The successful introduction of half of the year Demand for coal the first compensated for the lower sales during Show in the USA contributed to the the Electra 1000 the Chicago Mining Equipment sales increase in export to deal with the reduced demand in the world Anderson Strathclyde continues to take action chief executive and a new finance director have A new market for coal mining equipment of manufacturing strategy is in progress and been appointed A comprehimplemntedensive reviewfocused on the main mining equipment businesses implemented changes are already being . . ; : . : 7 The spoil removal conveyor for the Channel Tunnel supplied by Anderson Strathclyde financial is expected to be a period of fundamental change for Anderson The 1989/90 year divested and management in key areas of Strathclyde Several peripheral businesses are being the business is being strengthened further National Mine Service National Mine Service Company . Company a 51:25 51:25 profits marginally higher Although sales the year in at Although in 34.9 million million were only marginally higher rose by 77 to 2.3 million compared with 1.3 million in 1987/88 than last year profits 'subsidiary of Anderson Strathclyde Strathclyde supples and serances a zeide radige of from overhead cost reductions in both the Hydraulic and Distribution The benefits came of these reductions having been borne last year In Divisions with most of the expense business in the hydraulic addition the Hydraulics Division.continued Division.continued to seacnudresemcourre inpgrorfeiptaaibrlecontracts with the US steel repair market moving into roof support repairs a winning products throughout North Anternat industry The improved trading position and disposal of the remaining assets from the the Mining Machinery Division enabled NMS to repay all of its borrowings leaving company virtually ungeared at the year end The all electric Electra 1000 poteer loader b shearing a coal face in the USA Review of operations Industrial Cape Building Produds is UK for the namidactive of lugh performance tire protection bounds also materuds chulding the construction world wide Cape Industries PLC The 1988/89 financial year has seen Cape year of increased profit Operating profits 9.4 million Industries maintain its growth trend with a fourth at 12.3 million were 30 per cent up on last year's The contributions from both divisions were significantly better than last year Towards the end of the year Cape appointed a group chief executive to be responsible for the overall management of the Cape group Cape Building Products Ltd. The Building Products Division had a very successful successful year benefiting from consistent high demand from the industrial and commercial building sector for its fire protection products Division's turnover grew by 19 per cent to 80.4 million and exports continued to show -impi^/vementup some 24 per cent on last year The The External Cladding business in the UK won several contracts from local authorities which are used to arrest deterioration and enhance the appearance of concrete products structures and highrise blocks Cape will be manufacturing these products on mainland Europe later in the year having commenced construction of a new factory at Longwy in Northern France Cape Durasteel achieved a significant increase in turnover and profit compared with last year and continues to be actively involved in developing heavy duty fire protection products Top Cape's fire protection board was used in the construction of hour fire resistant ducts for Le Loupre Paris Right Cape Scaffolding has won a three year contract to provide mutintenance services for B.P's oil terminal at Sullom Voe Cape Industrial Services Ltd. Cape Industrial Services Division made a further substantial move forward in profits which at 2.5 million were 56 cent up on last year The consistent improvements in profits over the last three years have been achieved largely through Cape's ability to weld together able and well motivated teams while at the same time reducing central overhead costs In the UK this is evidenced by the continued growth of Cape Contracts and Cape Scaffolding in spite of increasingly fierce competition Cape Scaffolding has won major contract to provide maintenance services to BP's oil terminal at Sullom Voe over the next three years Cape Industrial Services operates work in the installation ofthermal insidation and maintenance services for power generation and petrochemical industries and general insulation of large civil engineering structures Contracts International's operations in Kuwait and Australia performed well further Cape in Australia and the Far East next year Cape has strengthened its growth is expected Industrial Services and Building Products by setting marketing effort in the Far East for both up bases in Hong Kong and Singapore MKR Holdings Ltd Results for 1988/89 were mixed sales increased by 17 per cent to 18.9 million from 16.1 million last year but overall the MKR group's operating profit declined to 0.9 million from 1.2 million last year The MKR group is letuler in the design manufacture and marketing of drink and business suffered a reduction in gross 1. Orgins due to increases in MK's refrigeration incurred to meet abnormally high demand in component costs and higher operating expenses the market remains competitive management changes the middle of the year Although very have rectified the costs situation The other measures implemented in the last quarter outlook for this year on sales is optimistic and MK enters the new year with a strong order furniture for and catering trades book Morgan Furniture has rebuilt its sales force during the year and continues to show improvement market Gaskell & Chambers achieved a significant increase in sales which rose by 49 per cent over last year and profits were more than double the previous year's level The strength of Gaskell & Chambers has come from its development of two new spirit measures These were ready and well before the new Weights and Measures legislation took effect on 4 April 1989 agipvpirnogvetdhe company an advantage in the market place and a significant increase in share Left Final assembly of refrigerated drinks cabinets at MK's factory in Leicester Below Optic Pearl spirit measures awailing final testing 10 Review of operations aguapnon lo market Industrial Pandrol International Ltd. increased by per cent to 41.8 million and operating profit increased to Group turnover 4.7 million Business from British Rail was was steady some 30 per cent of UK production and it continues to be major customer accounting for However Pandrol derives more than 30 per cent of its from its overseas businesses profits from the UK from Taiwan contributed substantially to the growth growth in exports major A contract showed continued growth and have have become in both the USA and Italy Operations established in Japan and is well well placed to supply contributors to group profit PandKraonlseisn npo rowject on the East Japan Railway fastenings to the new mini Shin business in North America had a much improved year Speno the rail maintenance take full advantage advantage of growth opportunities opportunities particularly the The Pandrol group is looking to track forrapid transit systems throughout throughout the world continuing requirement requirement for high quality and the new single market in Europe Avaux SA UBA in June Pandrol's Pandrol acquired 07 per cent of Usines et Boulonneries manufacturer rail products based in Belgium second factory on mainland mainland EurwiothpePandUrBoAl'is sstrategy to broaden its international This acquisition is consistent with representation Right The condition of wooden sleepers beng determined on the track with Pandrol's Panlogger Far right The Flying Scotsman in Australia there nete fastening product is being developed Below Pandrol clips on the East Japan Railey Mining and quarrying Summary of results Im Coal - SMI Quarries P Penryn Granite Wolfram Beralt Prospecting Turnover V- 1989 ise 28.7 30.1 i 30.1 12.5 8.7 7.1 5.6 - _ Operating profit 1989 1988 P 2.4 2.5 0.9 0.7 0.1 0.9 0.3 0.3 48,3 44.4 3.1 2.0 Capital employed 1989 1988 18.5 2.2 9.2 0.1 29.8 18.0 2.9 9.0 - 29.9 Discontinued businesses Total 0.2 48.5 0.2 44.0 1.2 1.9 0.2 2.2 - 29.8 1.0 30,9 Shand Mining Inc. advanced to 2.7 million tons of coal Operating profits were only slightly Cdooawlnpratod2u.ct4iomnillion in spite of lower coal prices which reduced turnover to 28.7 million Faced with a further weakening of US coal prices SMI has followed a policy of cutting central overheads and of diversifying away from its original contract coal mining business of SMI's central establishment was implemented in March 1989 resulting in A rationalisation transfer of the company's headquarters the closure of its office in Carmel Indianapolis and the Indiana This is expected to make a significant reduction to its operating base at Washington to SMI's cost base cast coal mine at Rio Grande into production In In October 1988 SMI brought a new open Rio Grande SMI has expanded beyond its usual becoming the owner of the reserves at Rio Grande Grande is strategically situated activity northern contract coal for other reserve owners it local advantage over its at the northern extremity of the Indiana fields giving a price competitors dolomite Delphi Limestone was acquired in December 1988 and will gradually A new quarry of high quality reserves the business reduce SMI's dependence on coal With 600 million tons and contribution to the company's profits as production is expected to make an increasing sales are built up SAIL supplies coal to several major power generating companies from its opencast and underground mines in Indiana USA Its dolomite quarry has extensive high quality reserves and is also located in hidiana SMI's coal loading facility al Switz City Indiana USA Review of operations Pennin Granite is the leading supplier in Conneall of an extensive range of high quality building and construction materials from its local quarries It also has at quarry al Mansfield Derbyshire serving the Midlands market Mining and quarrying Penryn Granite Ltd. Turnover at Penryn Granite was up by 43 at 12.5 million over 36 to 0.9 million The results reflect buoyant market in meeling increased demand for construction materials and operating profits rose by conditions and Penryn's success supplies Penryn Granite has acquired new premises and restructured its management team to prepare works programme planned for for further expansion This will be basmeadrkoentsthoeutlsairdgee Ccoaprintwalall by ship from the port of Cornwall the potential for servicing of businesses with products carrying high added value The Newlyn and the acquisition quarry 1989 when Penryn Granite purchased Ken first stage of this expansion was completed in June Abrahams Concrete Ltd which ready concrete throughout Cornwall Right Penlee Penryn Granite's quarry which is linked by conveyor to its ship leading leading dock at Newlyn Cornucall Cornish granite aggregate the preferred wearing course formotorway construction Beralt Tin & Wolfram Portugal S.A.R.L. Beralt achieved an operating profil of 0.1 million However the market price of tungsten though improved has not reached a level at which Beralt can make a salisfactory return from its mining activities at Panasqueira The outlook for the world tungsten market continues to depend on the exporting policies of the official marketing agencies in China These policies have had the effect of undermining tungsten prices at a time of growing worldwide demand It remains to be seen whether the civil unrest in China will disrupt Chinese tungsten output and exports The improved result was also due to tight control of costs and increased revenue from byproducts Beralt continues to explore ways of improving productivity Projects under consideration include a major rationalisation of the treatment plant incorporating new Technology and a greater use of mechanisation underground The economic viability of a vertical shaft to provide access to the next development level is being assessed Panasqueira Berall's colfaan mine in Portugal is the only mine producing tungsten concentrate within the European Community The concentrate has a very lugh degree of purity making ideal for special industrial applications Exploration Aracena The Spanish aul srities have finally rejected on environmental grounds our application to proceed with th silver leaching project near Aracena and ii has been decided to abandon the project costs arising from aborting this project have been charged against group prof operating proff under the category of discontinued businesses 2 3 Left The heavy media separation plant at Panasqueira Berall Tin & Wolfram's tungsten mine in Portugal Below A typical quartz vein with wolframite from which fungsten concentrate is extracted , al Py . co : : . a i 14 Review of operations Precious Metals Johnson Matthey is specialist advanced materials anul precious metals technology with principal activities in the manufacture of exhaust catalysts mal pollution control systems speciality chemicals and pharmaceutical compounds pigments ceramic colaurs and transfers and in the fabrication fabrication marokfeptriencgioaunsd metals Johnson Matthey Public Limited Company Summary of results m Turnover 1989 1988 Operating profit 1989 1988 Capital employed Share of net assets 1989 1988 Johnson Matthey Charter's share 541.6 457.3 24.5 7 22.7 124.0 100.3 Charter's 38.7 per cent interest in Johnson Matthey had a market valuation of 258 million at March 31 31 March March 19819989 Johnson Matthey reported a further improvement in profits the year to 31 March 1989 from 63.0 million last year to 67.6 million an increase of % Operating profit rose million largely as a result of a Earnings after tax grew by % from 45.0 million to 51.9 lower taxation charge Johnson Matthey also benefited from an extraordinary credit of 12.3 million which included the settlement with Arthur Young the company's former auditors and property sales more than offsetting rationalisation costs division Materials Technology reported operating profits % Jloohwnesroanl M2a3t.t5heymi'lslliaorngeTshtis was mainly due to pressure on margins in the European market for platinum group metals as well as lower precious metal pric2 es0 to 18.7 million as sales of The Catalytic Systems Division increased operating profits by reached record levels in North America Prospects for growth in the European aauuttooccaattaallyyssttsmarket improved with the strong move by the European Parliament towards the adoption of more stringent vehicle emission standards Johnson Matthey's new plant in Brussels is nearly complete and will be available to meet the resulting growth in European demand for autocatalysts Operating profil in Johnson Matthey's Precious Metals Division rose % to 23.0 million Although demand for platinum group metals was strong and Johnson Mattheysrefineries were kept busy the sterling prices of precious metals were lower than the previous year The Colours and Printing Division increased its operating profits by % to 10.6 million Growth was constrained by lack of production capacity The division is expanding its facilities and further growth opportunities are being developed . . , . ' oy ; . ; . - Right An autocatalyst being robot welded into a car's exhaust system Below The range of platinum bars muule for investors Finance division Summary of results Em Investment income Securities trading Interest net Interest net Total ee 1989 3.4 2.4 _ 14.7 Charter's Investment income million includes net rents received of 0.4 million from Investment income of 3.4 is Charter's large office building in investment properties of which the most important tenants The figure also includes increased Ashford which is now fully let ttoogethtihredr pwairtthy dividends and other income received from income from BRST Botswana Amzim and Covenant Charter's investments Minorco Securities trading finished the year strongly assisted the After flat first half the securities trPardofiintgs bfuosrintehsesfull year were 2.4 million stock market rally in January 1989. Interest income Cash balances at 31 had net cash inflow of 20 million during the year benefited from The Charter group and exceeded debt by 134 million Charter interest March 1989 were 203 million in the second half of the year and generated net high UK interest rates particularly income of 14.7 million in the full year Cash and borrowings Cash Gi Borrowings Statutory Statutory other information of the company appears on page}. A list A list the directors page 1 F Oppenheimer resigned appears Mr Hambro Hambro G W HRelly, company Mr J Mr Relly Mr E Openheimer Openhimer Openheimer Oppenheimer NF from the Board on 30 NF Oppenheimer a on fNroovmeMmbreHramBboraorHdambrooHambron 7 November 1988 Mr AJ Oppenheimer Owston and on 7 March 1989 Board Michael Edwardes joined the Board resigned was appointed appointed non executive on 7 November Sir Michael Edwardes Edwardes joined the Board and joined executive executive chairman on November Mr Mr 1988. joined Lea and Mr. C Keswick 1988 Board also November November 1988. 1988. joined joined Board December December was appointed apointed appointed deputy hold chairman chairman chairman executive executive committee comite committee accordance accordance accordance accordance company's company's company's of association association chairman Edwardes DJ Davies W Lea office office only until forthcoming appointment Mr Mr Burnell retires by rotation and offers himself for re-appointment. shown on page appointment a appointment are interests the directors in the sharesharess of the company interests The 45 which are subject to and Mr JW JW Herbert have service contracts which are subject subject not Mr RK RK Wakeling not Herbert have service contracts contracts on termination by the company any less than six months notice time with companies companies of the group at any No director had interest in any contract than service contracts during the year other permitted Association National Authority to allot shares allot equity securities securities for cash invited authorise authorise directors directors securities securities for cash share Shareholders are being an amount directors allot allot equity equity of the capital than to existing shareholders to level permitted cent cent issued share the investment of the company aotf3t1heMaAsrscohci1at9i8o9n British British permitted the cuNatiornal rAsociatioen nt guido elinf es is set Pension committees this effect effect which be proposed out Funds A resolution out in the notice of meeting employees Charter's consultation consultation between effective communication between employees management management Subsidiary SSubsuidiarybesindcioaurryagceompanies develop own consultative consultation procedures procedures their employment employment practices procedures as part employment employment applications consideration consideration applications companies full abilities Should employment employment made disabled disabled people employment to their aptitudes and necessary employees retraining become disabled disabled employment would be considered considered necessary capabilities retraining available work within the purposes training training career development and promotion disabled employees employees capabilities the same same way other other employees development disabled employees treated and Charitable company During the contributions charitable contributions contributions 82,000 82,000 82,000 authority given shareholders political political accordance accordance accordance with authority Kingdom Kingdom 20,000 shareholders shareholders August 1986 Finance political Finance. contribution contribution the United 20,000 the Conservative Conservative Conservative Tangible in the United Kingdom book of tangible million million million to from including including revaluation revaluation properties during year note 13 the 13 on the accounts million Details revaluation properties shown shown accounts page 29 including accounts an page 29. go py a sat genesig7 Likely future developments and research and development and activities in the field of research and development are referred Likely future developments to in the earlier section of this report eT Substantial shareholding shares of 2p each representing 35.9 per cent of the On June 1989 Minorco held 37,860,075 of South Africa Limited and De share capital of the company Anglo American Corporation under section 203 of the Companies Act Beers Consolidated Mines Limited were deemed 1985 to be interested in that shareholding Profit sharing scheme : to amend the profit sharing scheme to allow employees to participate after one It is prsoeprovsieced instead of two to encourage the involvement of a greater number of existing of the year's employees and prospective employees with the performance company The following ordinary resolution is to be proposed at the forthcoming annual general i meeting to enable this amendment to be made That the schedule to the trust deed dated 17 August 1981 constituting the profit sharing scheme be amended subject to such amendments if any as may be necessary to obtain the approval thereto of the Board of Inland Revenue as follows by deleting the words two years in the definition of Qualifying Employee in paragraph and substituting one year of the trust deed and rules constituting the profit sharing scheme may be inspected at A copy usual business hours until the date of the annual the registered office of the company during meeting General meeting and at the this amendment by voting in favour of the Your directors recommend you to support resolution They intend to vote in favour in respect of their own shareholdings Taxation For capital gains tax purposes the market price of the company's shares on 6 April adjusted for the effect of restructuring the group in 1979 was 1965 Registered shares 68.73p Shares represented by renounceable letters of allotment - 69.60p Share warrants to bearer 69.17p the market value of the company's registered registered and bearer shares For capital gains tax purposes on 31 March 1982 was 214.25p close within the provisions of the Income and Corporation The company is not a company since the end of the financial year Taxes Act 1988 and this position has not changed by order of the board PM Thwaite Secretary 20 June 1989 Report of the auditors To the members of Charter Consolidated PLC 18 to 44 in accordance with approved Auditing We have audited the accounts on pages yg Standards of affairs of the company and In our opinion the accounts give a true and fair view of the state of funds of the group at 31 March 1989 and of the profil and source and application tfhore tghreouyepar then ended and comply with the Companies Act 1985 London 20 June 1989 COOPERS & LYBRAND Chartered Accountants ne gy ap a Consolidated profit Year ended 31 March 1989 and loss account Industrial . . Mining and Quarrying Precious Metals Finance - Profit from continuing businesses : Discontinued businesses Operating profit Central charges : Head office reorganisation Profit on ordinary activities before taxation ~~ profit Taxation on : on ordinary activities Profit on ordinary activities after taxation Minority interests . attributable to shareholders Earnings per share 43.1p 1988 -- 35.8p Extraordinary items Profit for the financial year . Dividends Retained profit transferred to reserves : . : 1989 000 1988 000 25,971 3,141 24,488 20,512 20,512 20,512 21,912 2,044 22,719 13,322 . 74,112 59,997 1,089 639 eS 73,023 59,358 3,912 4,169 , - 1,400 1e ,400 1,400 e 67,711 55,189 ; 17,399 14,812 ee ~ 50,312 40,377 4,48,85577 45,455 22,,665599 37.718 866 12,586 eS 46,321 50,304 18,198 15,287 28,123 35,017 I Operating profit includes the group share of related company profits of 26,194,000 1988 24,274,000 The movements on reserves are set out in note 29 on ppaagg ee 38 The information on pages 22 to 44 forms part of these accounts Consolidated balance sheet ~ 31 March 1989 Fixed assets Intangible assets ; Tangible assets Investments Valuation 318,593,000 236,094,000 1989 000 000 ~ 115,072 139,681 254,753 109,024 116,080 231,061 Current assets . Stocks . Debtors Finance leases Investments at valuation Cash and bank deposits Creditors due within one year : Creditors . Taxation . Short term borrowings Net current assets . : Total assets less current liabilities Creditors due after one year Long term borrowings Other long term creditors Provisions for liabilities and charges Capital and reserves Called up share capital Share premium account Revaluation reserves Other reserves Profit and loss account Total capital and reserves Minority interests 78,966 97,209 292 6,011 202,566 385,044 83,495 104,834 9,919 11,003 187,737 396,988 104,206 19,283 11,758 : 135,247 249,797 504,550 111,451 16,623 18,499 146,573 250,415 481,476 56,600 738 31,078 416,134 2,110 12,698 43,278 122,706 207,668 388,460 27,674 416,134 54,903 737 37,481 388,355 2,109 12,543 30,434 174,919 146,171 366,176 22,179 388,355 Approved by the board of directors on 20 June 1989 RK A Wakeling JW JW Herbert Directors The information on pages 22 to 14 forns part of these accounts ~ Balance sheet 31 March 1989 Fixed assets Investment in subsidiaries at cost Current assets Corporation tax recoverable Amounts due from subsidiaries : Debtor due after one year ICash at bank Creditors due within one year Proposed final dividend Other creditors Net current assets Total assets less current liabilities * Creditors due after one year Long term borrowings Amounts due to subsidiaries . Capital and reserves Called up share capital Share premium account Profit and loss account 1989 000 000 224,966 ; 18,169 203,388 1,200 7 222,764 12,913 54,658 - 6 : 67,577 ; 13,187 577 _ 13,764 209,000 433,966 10,806 573 11,379 56,198 122,326 : 44,379 _ 367,414 , 39,682 61,796 20,848 2,109 560 18,179 20.848 Approved by the board of directors on 20 June 1989 RK A Wakeling JW JW Herbert Directors The information on pages 22 to 44 forms part of these accounts - lds p woe ia Fi : tt : M * - \ a . : -. a a _ : . oe A a us aoe S : rg on * . an : oS ; funds ap lication ap lication Source and application of funds 7 : Year ended 31 March 1989 ; 21 : . 2 ae 7 : v9 rey ne = , - _ e : an ; : . - ; : . ; . F . Note : 30 : : a Operating cash flow Profit before interest and taxation Share of retained profits of related companies Provisions against current asset investments Operating cash flow from revenue sources Working capital u Fixed assets Purchases for normal replacements and enhancements Book value of disposals Depreciation 1989 000 000 : , 52,980 , 18,019 1,359 2,419 33,602 1988 000 000 . . 46,478 17,325 1,359 9,036 30,512 16,293 4,988 15,829 4,524 16,093 > 3,727 17,523 5,157 : Net securities realisations at cost 6,614 5,170 . 13,557 19,363 . ~ id . : Lo : . i . . Operating cash flow :., Taxation Interest Dividends . . ; coe : 12,185 14,067 15,817 47,159 ~~ 8,806 8,733 13,955 13,935 o 49,875 : : = 14,028 my t Cash flow after taxation and service of capital 33,224 35,847 * = . . Ee 1 . . Tey : . < Acquisition : 4 Sb / Lo, . : 30 . , 2 . 30 30 . Capital receipts less new investment Extraordinary items before taxation and other 2 items of subsidiaries Fixed assets Decrease in finance leases 16,915 2,183 8,246 9,627 - 13,351 21,283 4,114 7,528 10,110 43,035 wo . Net cash inflow 19,873 78.882 os , Represented by . 30 Increase in liquid funds 30 decrease in long term borrowings > 21,570 . 1,697 66,282 12,600 - 19.873 78,882 oe . The information on pages 22 to 44 forms part of these accounts ' . : Notes on the accounts 1 Accounting policies Basis of consolidation ) The accounts are prepared on the historical cost basis of accounting except for certain fixed and current assets included at valuation ii The results of subsidiaries acquired or disposed of during the year are included in the consolidated profit and loss account from For 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 difference between sale ii Fixed asset investments are included at cost less provision for any permanent loss in value iii Profits less losses arising on disposal of current asset investments are included in operating profit as profits from trading in securities Profits and losses from the disposal of fixed asset investments and provisions for permanent loss in value are dealt with as extraordinary items in the profit and loss account : Turnover consideration and book value of net assets at Turnover is the invoiced value of sales and the date of disposal is shown as an services and excludes sales turnover taxes extraordinary item Depreciation Foreign currencies Foreign currency assets and liabilities of United Kingdom companies and of overseas subsidiary and related companies are translated into sterling at rates of exchange ruling at the dates of their respective balance sheets Profits and losses overseas subsidiary and related companies are translated into sterling at the average rates of exchange during the year The differences arising from the translation of net equity interests in overseas subsidiary and related 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 Fixed assets are written off evenly over their expected useful lives with the exception that no depreciation is provided on investment properties and bearing freehold _ - land Depreciation and amortisation are normally provided as follows Freehold buildings - 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 to 33 per cent annum Mining properties leases and rights - on depletion basis comparing production with total mineral reserves profit and loss account Income from investments i Income from investments including where applicable the imputed tax credit is accounted for on received basis with the exception that income from related companies and listed fixed interest slocks and bonds is accounted for on a receivable basis ii No account is taken of investment income which is held in the country of origin Technical development expenditure Expenditure on research and development patents and trade marks is written off when incurred Deferred taxation Provision is made for deferred laxation on the liability method to the extent that is probable that a liability or asset will crystallise in the foreseeable future pending approval for remittance from that Stocks and work in progress country Investments i Current asset investments comprise portfolio investments which are included in the balance sheet at market value or directors valuation The aggregate net surplus on valuation over cost less the related deferred laxation provision is dealt with through the revaluation reserves except that any net aggregate deficit is taken to profit and loss account Stocks and work in progress including short term contract work are valued at the lower of cost and net realisable value 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 realisable value is the estimated selling price less all costs to be incurred Accounting policies continued Prospecting exploration and development : expenditure ) Development of existing mines a General development expenditure is charged against operating profits b Expediture on relopment of long term infrastructure infrastructure for future mining is capitalised fixed asset under mining properties Aka leases and rights ii General prospecting and exploration a Expenditure during the initial stages of exploration is written off in full the profit and loss account b Further expenditure on prospects showing development potential is carried forward as an asset in the balance sheet pending the determination of commercial reserves Should the exploration work be unsuccessful s^"ch costs are written off in the profit and loss ; account iii Development of new mines When it is decided to develop a prospect into mine the relevant expenditure under b above is transferred to fixed assets Leases i Leased plant and machinery Where assels are financed under leasing agreements that give rights approximating to ownership the amount representing the outright purchase price of such assets less capital expenditure grants is capitalised under the heading of tangible fixed assets and the corresponding leasing commitments are shown as obligations to the lessor The in relevant assets are depreciated accordance with the group's depreciation policy Net finance charges calculated on the reducing balance method are included in interest costs ii Operating leases ao The annual rentals of operating leases are charged to the profit and loss account Related companies The group accounts for related companies as follows ) The share of profits in related companies are accounted for in operating profit see note 3 on the accounts Interests in related companies are included in the consolidated balance sheet as fixed asset investments and are stated at the group share of their net assets ii The accounts used to calculate the share of retained profits of related companies are normally the latest audited accounts available to the group om ~ 24 Notes on the accounts 2 Operating profit and administration expenses Turnover including share of related companies Less Related companies Turnover of subsidiaries Cost of sales Gross profit of subsidiaries *. Selling distribution costs Research and development expenditure Administration experises experises Less Expenditure relating to central activities activities and securities trading ^' of profits Share 4 of operating related companies , : ~~ Finance division Operating profit 3 Related companies and investment income income a Share of results of related companies 1989 000 ig 1,009,560 545,127 1988 000 .946,323 460,353 464,433 373,798 485,970 403,965 90,635 21,500 10,498 82,005 18,999 9.997 38,013 35,726 oe 55,,777373 4,712 4,712 32,240 26,114 31,014 24,041 20,512 13,322 ae 73,023 59.358 1989 000 1988 . 000 Profit on ordinary activities before taxation Precious metals Rail track equipment ~ Operating related companies Investment related companies Taxation * Profit after taxation Extraordinary items 24,488 1,626 22,719 - * 1,322 26,114 80 a 26,194 5,229 24,041 233 24,274 6,396 20,965 17,878 4,847 294 aes 25,812 17,584 NoIntveestment income from related companies totalled 8,138,000 1988 6,949,000 ofwhich 7,156,000 1988 6,090,000 was receivable from a listed company b Income from investments Listed Unlisted Investment related companies see note a Investment properties Securities trading 1989 000 441 8 449 - 449 Investment income 1989 000 1,054 1,968 3,022 80 334 3,436 Total 1989 000 1,495 1,976 3,471 80 334 3,885 Total 1988 000 1,596 138 1,734 233 105 2,072 * 25 i aane EZ 4 Interest Receivable see note below Payable Loans repayable after more than five years Loans wholly repayable within years % Finance leases Amounts deposited with the group 1989 000 1988 000 22,884 17,073 a . 3,472 3,560 3,933 484 4,170 _ 368 eT 264 : 264 .- 8,153 8,362 eee 14,731 8,711 _ : , ; NInottereest r|.eceivable includes income from finance leases of 169,000 1988 1,604,000 5 Profit on ordinary activities before taxation Profit is stated after charging or crediting the following items Charges . Auditors remuneration a Depreciation Directors emoluments see note 9 of intangible fixed assets see note 13 vii Depreciation of tangible fixed assets . lease rentals O~pehriaretoifngplant and machinery ~ other operating leases Credits Rents receivable , 6 Taxation on profit on ordinary activities Group subsidiary companies on profit for the year United Kingdom Corporation tax at 35 per cent Deferred taxation Double taxation relief Taxation on franked investment income Overseas Taxation Deferred taxation Adjustments in respect of previous years Related companies 676 808 _ 15,829 10,929 1,812 ~ _ 1,218 774 406 802 16,721 12,876 2,087 971 14,410 11,784 2,760 1,572 92 4,362 692 90 a 10,170 : 6,820 3,570 78 2,623 143 13,662 9.300 1,492 854 5,229 6,396 5,229 6,396 17,399 a 14,812 Notes on the accounts | es Ns 7 Employees including executive directors . . a 1989 1988 000 000 4 ; , . * 4 Aggregate amounts payable ' 126,676 129,784 * ; wa Wages and salaries _. : Social security costs 2 12,872 12,988 ; 4,779 2 6,653 Other pension costs see note 8 4,779 . ; 144,327 149,425 . 144,327 149,425 r : Average number of persons employed by the goup 1989 1988 -By -By business sector Industrial Mining Corporate ae ee : 3 9,944 10,982 . 1,260 1,205 147 182 147 182 : 11,351 12.369 a . an - Geographically : United Kingdom Overseas . 7,680 9,055 3,671 3,314 anaes 11,351 12,369 el 8. Pension funding schemes for head office employees and employees of the United Kingdom operating : Pension administered by trustees and the assets of the schemes are invested contributions subsidiaries of the finances of the group The schemes are funded by annual schemes independently at rates based on advice from the actuaries to the over the period of employment entitlements in respect of past service based on regular 7 these provide for future pension have confirmed that at the last valuation dates of the actuarial valuations The actuaries funded to meet the benefits provided under the rules respective schemes they were adequately of overseas subsidiaries are provided in accordance of such schemes Pensions for employees with local requirements and practices contributions . The group's profit before tax beneifnitsuebdsfidriaormy croemdupcatniioensipnleumsp1l,oy0e2r2s,p0e0n0si1o9n 88 nil 2re,p1re2s1e,nt0i0ng0 C1h9ar8t8er1's,0sh6a0r,e0o0f0Johnson Matthey's pension credit 9 Directors emoluments Directors of the parent company Fees i Salaries and other remuneration including pension contributions Payment made to former directors by way of compensation for loss of office Payment by subsidiary on termination of employment to a past director Pension payable to the widow of a former director Deduct Fees received from other companies and refunded to the group Net cost to the group 1989 paid Amounts to directors Chairmen O Hambro : : *: Sir Michael Edwardes : : , Highest paid director . Others 95,001- 85,001 90,000 : 80,001- 85,000 75,001 80,000 70,001 75,000 65,001 70,000 25,001 30,000 20,001 25,000 10,001 15,000 5,001 10,000 0- 5,000 : : 13,327 12,635 : . 131,690 1 1 cee oest ol Hone Note ' Four directors have agreed to waive emoluments due to them from Charter Consolidated Consolidated P.L.C. and a subsidiary company Fees waived by these directors during the year amounted to 30,000 1988 six directors - 32,000 10 Earnings per share Earnings per share is calculated on earnings of 45,455,000 1988 - 37,718,000 and on ra 105,496,066 1988 - 105,430,059 shares as if the 13,600 1988 - 40,500 partly paid shares which became fully paid during the year had been fully paid for the whole year as if the 5,988 1988-17,840 1988-17,840 1988-17,840 shares subject to restricted rights which ceased to be restricted during the year had been free of restriction for the whole year and as if the 46,419 1988 101,910 options to subscribe for fully paid shares exercised during the year had been exercised for the whole year Notes on the accounts 11 Extraordinary items Income Investment disposals Charges Reorganisation and disposal costs of businesses net Release of provision for legal costs for asbestos litigation Extraordinary items before taxation Taxation S Extraordinary items after taxation and before related companies Related companies Precious metals 1989 000 1988 000 1,101 .25,697 14,274 3,200 10,562 8,000 ee 11,074 18,562 9,973 5,992 7,135 5,745 3,981 12,880 4,847 294 12 Dividends paid and proposed Interim dividend of 4.75p 1988 4.25p per share paid on 1 Proposed final dividend of 12.50p 1988 10.25p per share January 1989 5,011 13,187 13,187 198 4,481 10,806 15.287 _ 13 Intangible and tangible fixed assets ~" Intangible assets oo - Exploration and mining rights 000 . Land and buildings 000 Tangible assets Mining properties leases and > =. mineral Plant furniture and reserves 000 fittings 000 Total tangible assets 000 Cost or valuation _ At 31 March 1988 . ' Currency realignment Additions at cost Disposal of subsidiaries Disposals = Written off to reserves see note vii below 7. Revaluations and reallocations . oo 12,955 1,392 - - =. . 14,347 - 55,146 1,670 2,430 12 6,588 - 5,159 6,707 240 1,452 : At 31 March 1989 0 57,929 fi Depreciation . At 31 March 1988 ~ 5 . 6.998 '." 10,867 Currency realignment ac ount Charge to profit loss account Charge to extraordinary items Disposal of subsidiaries Disposals cat Written off to reserves see note vii 952 - * 638 . |. 728 ae 597 3,850 below . : Revaluations and reallocations so, At 31 March 1989 - 7.775 Net book amounts At 31 March 1989 At 31 March 1988 . 5,957 50,154 50,154 44,279 5.208 Notes Fixed assets are included on the following bases Al cost At - valuation 1904 1974 1975 ~ . 1976 1978 1979 1982 1984 1985 1986 1987 1988 1989 19,173 ~- 3,842 1,621 . 909 - 472 } 15 2,312 - 149 1 14,436 14,996 57,929 ii Fixed include the following in respect of assets held under finance leases Net book amounts at 31 March 1989 - 46 Depreciation charge for the year 1 139,283 3,713 15,544 8,973 8,973 - 17 140,577 : 136 5,623 19,426 8.861 15,561 - 5,142 206,905 78,901 1,860 14,444 .50 a, 7,614 6,717 92,112 2,625 15,829 50 8,211 10,573 oe. 3 80,927 - ; Q2) 91,833 59,650 60,382 115,072 109,024 132,575 188 - - - 51 30 id 7,420 10 210 1 49 43 140,577 160,147 188 3,842 1,621 909 51 502 15 9,732 10 359 5 14,485 15,039 206,905 6.899 1,677 6,945 1,678 Notes on the accounts Intangible and tangible fixed assets continued iii Freehold propertics include investment properties valued 14,600,000 based on a capitalisation of rentals The valuations carried out on 31 March by P M Thwaite the company secretary of Charter who also has responsibility for property management To present a true and view depreciation of 149,000 has not been charged on these properties ui iv Capital expenditure of subsidiaries , 1989 000 1988 000 | & Committed Authorised but not committed 1,343 2,497 1,403 1,343 a : G 3,840 2,746 v vi The net book value of the group's land and buildings includes 0.8 million 1988 1,1 million for long leasehold properties and 0.3 million 1988 0.6 million for short leasehold properties Historical cost figures for land and buildings namely the original cost of all land and buildings and related : : 4 : depreciation are > Historical cost depreciation Aggregate depreciation . . 37,277 6,214 28,238 9,834 Net book value 31,063 18,404 vii previous years cerlain mining rights were capitalised as intangible assets and were amortised over their expected useful lives It is now considered that these rights represent goodwill arising on acquisitions and accordingly net book value at 1 April 1988 has been written off to reserves 14 Fixed asset investments At 31 March 1988 retained Share of related companies retained reserves Goodwill on increased investment in a related company Acquisitions Disposals and provisions At 31 March 1989 Related companies 1989 1988 000 000 Related companies 000 Other , investments 000 105,395 25,445 6,661 10,109 1,996 10,685 129,292 10,389 Other investments 1989 1988 000 000 At cost less provisions Listed in Great Britain Unlisted 123,660 5,632 95,344 10,05 7,262 3,127 129,292 = 105,395 10,389 At market or directors valuation see note ) below Listed in Great Britain 255,606 Unlisted 11,013 173,499 11,732 266,619 = 185,231 -- 7,262 3,423 130,922 8,759 10,685 139,681 47,315 3,548 303,724 14,869 50,863 318,593 Total 000 116,080 25,445 6,661 10,109 5,292 139,681 Total 1988 000 102,606 13,474 116,080 220,814 15,280 236,094 14 Fixed asset investments continued Noles at market or directors valuation there would be a taxation In the event of the realisation of fixed asset investments liability of approximately 55 million 1988 45 million : ii Parent company balance sheet Provision for Cost 000 diminution in value 000 _Net book amount 000 in Investment Investment subsidiaries subsidiaries comprises Balance at 31 March 1988 ; 70,628 - 8,466 4,500 4,500 66,128 3,966 Disposals Transfers from subsidiaries 162,804 = 162,804 Balance at 31 March 1989 224,966 - 224,966 which investments investments in subsidiaries is not less In the opinion of the directors the aggregate value of the parent company's than the amount at are included in the balance sheet ^' 15 Finance leases 1989 000 1988 000 Amounts falling due within one year Amounts falling due after one year 290 989 2 8,930 2 2 8,930 292 9.919 eee ; a Noles to assets under finance leases during the year 1988 Enil i There were no additions the amounted amounted to 666,000 1988 3,169,000 ii The aggregate lease rentals received during year 16 Stocks At cost ~ Contract work in progress Deduct Progress payments received and receivable Raw materials components and consumable stores Work in progress Finished goods including mineral concentrates 1989 1988 000 * 000 56,408 113,359 52,073 104,594 52,073 52,073 en 4,335 8,765 ' 43,215 39,194 17,962 22,459 13,454 13,077 78.966 83,495 NThoeteestimated value of total group stocks on a replacement cost basis was 80,829,000 - 1988 85,877,000 wal Notes on the accounts 17 Debtors Amounts falling Trade debtors due within one year Amounts owed by related companies Amounts due on sale of subsidiaries and Other debtors Prepayments and accrued income businesses Amounts falling due after after one year ' : Trade debtors Amounts due sale of subsidiaries Other debtors note below Prepayments and accrued income Advance corporation tax and businesses 1989 000 1988 000 66,248 3,744 - 74,682 2,955 2,232 8,509 12,652 9,043 5,399 een ~ 87,544 ' 97,920 155 5,292 1,632 704 1,882 _ 9,665 97,209 609 5,294 900 111 = 6,914 104,834 Note An interest free loan of 2,192 was made to ] WIlerbert WIlerbert in April instalments by 31 March 1989 1988. The loan was repaid in 12 equal- 18 Current asset investments At cost less amounts written off 1989 000 AL valuation 1989 000 At cost less amounts written off 1988 000 . Al 'valuation 1988 000 Listed in Great Britain Listed outside Great Britain Unlisted 3,879 1,175 5,054 695 5,749 4,174 1,128 5,302 709 6,011 7,668 3,365 11,033 989 12.022 6,942 3,418 10,360 643 11,003 i ty 19 Cash and bank deposits Cash and bank deposits include 9,692,000 held in commercial paper ( 1988 nil and 4,994,000 in floating rate notes 1988 nil 20 Creditors due within one year 1989 000 Trade creditors : Payments received on account Other creditors see note 21 - Accruals and deferred income Deposit accounts see note below Dividend payable : 38,714 ; ~- 29,460 20,374 2,471 13,187 104,206 Note Amounts deposited related companies totalled 2,471,000 2,471,000 1988 2,426,000 ' . 1988 000 54,462 6,017 18,528 18.914 2,724 10,806 1,451 21 Taxation 4 Corporation tax Overseas tax sy other Included in creditors see note 20 Social security and other taxation 1989 000 ; 1988 000 : 16,576 11,413 2,707 5,210 19,283 16,623 8,862 28,145 8,458 25.081 22 Short term borrowings Bank loans and overdrafts see note below Obligations finance leases Debenture loans 1989 000 1988 > 000 9,751 17,140 : 1,253 1,359 - 754 11,758 18,499 Note Bank loans and overdrafts include 4,443,000 1988 7,008,000 which is secured on assets of subsidiaries 23 Commitments under operating leases The group had annual commitments under operating , leases expiring as follows Within one year Two to five years After five years Property 1989 000 Other 1989 000 236 358 527 201 635 - 1,121 836 Property 1988 000 189 588 592 1,369 34 Notes on the accounts 24 Contingent liabilities 1989 000 1988 000 Guarantees and other obligations of 4,444,000 less guarantees of 1,188,000 Underwriting commitments Bills receivable discounted Other items . 3,256 3,355 451 282 7,344 962 1,190 657 285 3.094 In addition the group contingent liabilities entered into in the normal course of business from which no liability is expected to arise 1,310,000 The parent company has given guarantees totalling 8,309,000 1988 11,264,000 including 4,521,000 1988 1,310,000 relating to subsidiary companies borrowings Note Charter owns through a subsidiary 68.8 per cent of Cape Industries PLC Cape Certain companies in the Cape group continue to be named along with other asbestos fibre and asbestos product suppliers as defendants in significant number of legal actions in the United States The plaintiffs in such actions are claiming substantial damages as a result of the use of their products In addition the Cape group has retained obligations in respect of claims made or which be made within a limited period against companies disposed of within its former mining division Cape has may received legal advice in the United Kingdom that such actions if brought in the United Kingdom would be likely to fail and that if no defence is mounted or response made to actions in the United States and so long as the normal rules governing corporate individuality apply judgments obtained in the United States against companies within the Cape would not be enforceable in the United Kingdom In actions instituted in Illinois and Pennsylvania none of group which have been defended or responded to in any manner plaintiffs have obtained against Cape group companies default judgments totalling in aggregate approximately US million Attempts to enforce the Illinois judgments in the United States have been unsuccessful but these attempts are continuing in an action in the United against Cape Court brought to enforce the judgment of a Texas court totalling approximately US million and Appeal Kingdom High On 24 May 1989 Court of interest judgment was given in favour of Cape and one of its subsidiaries basis directors above dismissed an appeal agamst the judgment and will give its reasons at a later date On the above basis Cape believe in the light of legal advice they have received that the mentioned matters are unlikely to have material effect on the Cape group's position Having regard to this the directors of Charter believe that such matters are unlikely to have a material effect on Charter's position and accordingly no provision in respect of them has , been made Charter has also been named as defendant in a number of asbestos related actions in the United States on the basis that it is allegedly liable for the acts of Cape Charter contests the existence of any such liability The issue has gone to trial in three cases In the first of these cases tried in Pennsylvania after an adverse lower court decision the appeal cour Charter's favour In the second case in New Jersey judgment also given for Charter The third gcaas ve e ijnudSgomuetnhtCainrolina was dismissed for lack of subject matter jurisdiction without a decision having been rendered on the issue The directors have received legal advice that Charter should be able to continue to defend successfully the circumstances actions brought against it but that uncertainty must exist as to the eventual outcome of the trial any particular action It is not practicable to estimate in any particular case the amount of damages which might ensue if liability were imposed on Charter Based on legal advice the directors believe that the aggregate of any such liability is unlikely to have a material effect on Charter's financial position In these circumstances the directors have concluded that it is not appropriate to make any provision in respect of such actions if 25 Long term borrowings 1989 000 1988 000 Debenture loans SR 2 Charter Consolidated P.L.C 8 cent notes of 75,000,000 due per Operating Operating subsidiaries 10 per cent secured loan stock 1986/91 see note ) below 8 cent unsecured loan stock 1986/91 -- -- Other loans Bank loans and overdrafts . Secured . y Unsecured Other creditors ; Obligations under finance leases Total long term borrowings see note ii below Short term borrowings sec nole 22 Total borrowings 44,379 S i * 39,682 3,459 .3,459 2,403 2,403 1,676 2,668 ee 51,917 48,212 7 . 1,505 _* . - 2,373 ea 3,178 4,318 ne 56,600 54,903 . 11,758 18,499 Sensei 68,358 73,402 ee Notes i Secured on the assets of subsidiaries f Bank loans and overdrafts 000 Other borrowings 000 | Total 000 4 Oe ii Repayments are due as follows . Between one and two years Between two and five years otherwise than by instalments Over five years by instalments ioy w2t4 A 291 - 1,505 2,917 48,607 ws 51,917 1,175 1.668 - 335 3,178 5,306 50,566 393 335 56,600 4) ae! * 26 Other long term creditors * . : 1989 , 1988 Accruals and deferred income Other creditors - 456 ( 4 ~ 738 281 y Parent company balance sheet of 367,414,000 1988 61,796,000 and due to the parent due by the parent company to subsidiaries free and have no fixed repayment Loans from subsidiaries of 203,388,000 203,388,000 1988 5-1,658,009 are interest company term 4 | Notes on the accounts accounts 27 Provisions for liabilities and charges AF March 1988 . Utilised year Provided in year-year- net At March 1989 Deferred taxation amounts are set out below Deferred taxation 000 Closure costs and guarantees 000 3,892 4,813 8,705 18,134 6.844 9,860 - 21.150 Other 000 15,455 4,396 1,131 9.928 Total 000 37,481 6,427 24 31,078 -Provision made 1989 000 Full potential 1989 000 Provision made 1988 000 , Full potential 1988 000 Excess of the book value of assets including finance leases qualifying for taxation allowances over written down value for taxation purposes 5 Difference between book and taxation value of Sy investments Surplus bir revalua on of properties Legal costs provided for future years in respect u 4 \ of asbestos litigation Relief for reorganisation costs Other timing differences Advance corporation tax see note iii below 5,533 529 3,848 1,219 6.091 . 972 2,514 - 4,944 11,151 2,205 3,677 - 2,445 1,219 6,091 664 2,514 2,744 2,841 -- 2,917 344 3,602 3,892 11,271 - 3,798 2,841 2.917 1,180 1,180 3,602 0.889 & Notes 7 legal Other provisions at 31 March 1989 include legal costs of 3,489,000 in respect of continuing asbestosof 1,579,000 1,579,000 and industrial disease i related actions in the United States States reclamation provisions compensation of 2,857,000 2,857,00i0 nclude 19,963,000 in respect respect of provisions made for disposal and ii Closure costs and guarantees $ reorganisation costs iii Advance corporation tax of 4,396,000 198 3,602.000 is included in laxation recoverable in the parent company's balance sheet D N ye ) u G oe 28 Share capital Authorised 1989 Shares of 2p c^ch E 135,000,000 2,700,000 1988 Shares of 2p each OE ne 135,000,000 - 2,700,000 Issued Fully shares Partly paid shares Ip paid see note ) below Fully paid shares with restricted rights see note ii below Total issued share capital 105,496,066 2,109,921 105,430,059 - 2,108,601 27,000 270 40,600 406 11,889 237 2,110,428 17,877 v 358 2.109,365 Notes ) The partly paid shares were issued under the company's share incentive scheme adopted in 1979. No further shares will be issued under that scheme partly ii The fully paid shares with restricted rights were alloted to the holders of the company's pa i shares in terms .. of a scheme of arrangement of 22 October 1979 and are subject to the same restrictions as the partly to which they relate until those partly paid shares become fully paid During the year 13,600 partly were fully paid and as a result 5,988 fully paid shares with restricted rights rights became free of restriction exercise options ii ii participants During During the 4,419 4,419 fully paid paid shares of 2p each were allotted as a result of the exercise of options granted under the company's share option schemes for which the company received an aggregate consideration of 119.627 On 10 August 1988 options were granted over 154,984 shares At 31 March 1989 36 held options over 591,371 shares these options are exercisable during various periods periods up to August 1998 at prices ranging from 188p to 447p per share Pra Ay ONE vee : al i" Y beg pe ae vie oe we an Notes on the accounts 29 Reserves Group Share premium account 0000 Revaluation reserves 000 . At 31 March 1988 Retained earnings for the year Revaluation of investment properties less deferred tax of 1,383,000 Movement on current asset investments less deferred tax of 140,000 Discount on acquisition of subsidiaries Conversion of Cape preference . shares Premium on shares issued Net effect of translation of currencies Goodwill on increased investment in a . related company Related companies Intangible assets written off Reclassification see note ) below At 31 March 1989 12,543 . 30,434 - > = . - 155 - - : - 12,698 2,617 a 145 = 709 = 491 - 10,479 - 179 43,278 Other reserves 000 174.919 > - - 496 552 346 346 6,661 5,143 Lo 40,007 122,706 Profit and loss account i 000 146,171 28,123 - - - 653 = 454 2 - 9. 672 6,397 40,186 207,668 Total 000 364,067 - 28,123 2,617 145 496 1,914 155 309 6,661 6,028 6,397 - 350 . Company Company Share premium account ; 000 and loss account ~ -0 - 00 : - Total 000 At 31 March 1988 Surplus for the year Premium on shares issued At 31 March 1989 coe 2B 2, AY 560 - 155 715 18,179 1,169 - 18,739 1,169 155 19,348 ~~ 20,063 a i ii iii Notes 1989 include distributable reserves of 14,886,000 1988 reduction The group's other reserves at 31 March reserves and the in the group's distributable reserves 115,818,000 The reclassification between ' of certain subsidiaries arise from changes in the Articles of Associatainodn related companies distributing reserves or profits an subsidiaries In the event of certain overseas taxation would arise : additional liability to United Kingdom and overseas in relation to foreign currency effect Included in the net translation of currencies is a charge of 3,924,000 effect 1988 borrowings include share of related companies reserves of 16,757,000 iv Group reserves deficit of 8,662,000 . 2 . . : . . : . 4 - : . - %. . . : : : . . an & 30 Source and application of funds : . - ) Analysis of working capital Increase decrease in stocks and work in progress Increase debtors Increase in creditors 7 Currency variations ii Extraordinary and other items include Cash effect of extraordinary items Exchange adjustments * Other Poa ( Net assets on acquisitions and disposals of subsidiaries Fixed assets Goodwill reservevements Stocks and work in progress . Debtors Creditors - ye = Other items ~ uy ~ Deferred consideration iv assets Ug Acquired for expansion a Investments { -book value of realisations Ps v Increase in liquid funds . Increase in short term loans deposits and cash Decrease in short term borrowings vi decrease in long term borrowings US dollar 8 per cent loan notes Decrease in other long term borrowings 1989 000 1988 000 8,258 9,206 7,923 7,959 18,006 1,877 ( 523 0,0,33223 3 's St 2,419 9,036 10,975 13,495 5,157 783 8,026 238 oe 16,915 21,283 Aiea 591 472 11,657 16,731 26,492 2,748 17 4) 141 776 218 457 274 426 211 942 1,972 5,056 oes 2,183 4,114 rao - 3,133 10,109 4,536 4,996 12,064 ae 8,246 8,246 7.528 14,829 61,195 6,741 5,087 _ 21,570 66,282 _ 4,697 6,901 3,000 5,699 nee 5,699 1,697 1,697 12.600 ; 5 : c Pee oo : : Re : ]. oY ; vo o ; AY Analysis of revenue and assets R 4 . Business sector : Industrial Mining equipment Building products and services Rail track equipment Licensed trade equipment . Mining and Quarrying Coal Quarries Wolfram Prospecting . Precious Metals Finance Investment income =~ Securities trading Interest net ne E i ; Continuing businesses Discontinued businesses Industrial Silver project Turnover 000 1989 1988 , : 131,003 159,324 41,806 18,874 ' 132,653 146,478 . 37,995 16,065 351,007 333,191 Operating profit 000 1989 1988 8,114 12,252 = 4,712 | 893 25,971 6,717 9,432 4,608 155 21,912 z ous aff yous : = . : . 2 28,678 12,549 7,115 7,115 - 30,067 8,745 5,558 wot 2,366 907 154 286 2,508 668 845 : ~ 287 5 48,342 44,370 541,038 262 3,141 24,488 2,044 22,719 : a De - . oon - - 3,436 2,345 1,450 3,161 - - 14,731 8,711 - - 20,512 13,322 : 940,987 834,823 74,112 59,997 : 2 = . . ~ oe : Ee : alee 68,421 152 68,573 1,009,560 1,283 217 111,500 147 1,236 1,089 73,023 856 . 217 639 59,358 59,358 59,358 . : Geographical Turnover by markets supplied United Kingdom Rest Europe North America Rest ofWorld Turnover by area of origin United Kingdom Rest of Europe North America Rest of World Operating profit by area of origin United Kingdom Rest of Europe North America Rest of World Capital employed United Kingdom Rest of Europe North America Rest of World 1989 000 Per cent 393,885 153,487 294,746 167,442 1,009,560 1988 000 Per cent 396,170 = 135,954 258,295 155,904 940,323 1989 000 Per cent 627,966 1,009,560 1989 000 Per cent 53,373 4,516 8,535 6,599 . .73 6 12 9 73,023 100 1988 000 Per cent 590,520 103,584 194,845 57,374 946.323 1988 af 000 Per cent 44,467 1,900 6,950 6,04 59.358 75 3 12 10 100 _ _ 1989 000 Per cent 443,119 60,012 113,042 _ 47,231 ae 663,646034,46603,4404 67 9 17 7 100 1988 000 403,194 52,620 94,630 31,327 Per cent 69 39 16 6 581,771 ae, : : ' | ~~ Principal interests Including principal subsidiary and related companies a . Company Industrial Anderson Strathclyde PLC National Mine Service Company A subsidiary of Anderson Strathclyde PLC Cape Industries PLC - Nate ) Sry oe MKR Holdings Limited Pandrol International Limited Note 2 Speno Rail Services Company Partnership 50 per cent toned by Pandrol International Limited Mining and Quarrying Anmercosa Sales Limited Beralt Tin & Wolfram Portugal S.A.R.L Penryn Granite Limited . Shand Mining Inc. Country of incorporation or registration Group interest in equity capital per cent Nature of business a Scotland 100 United States 51.2 u Mining equipment Mining equipment England 68.8 England 100 England 100 Fire protection and insulation materials external cladding and industrial contracting Licensed trade and catering equipment Rail track equipment United States - 50 Cy Rail maintenance services England Portugal 100 60.4 England 100 United States 100 Marketing of metals Wolfram mining Quarry products Coal mining and quarry products Precious Metals Johnson Matthey Public Limited Company a) Note 5 aw bys OS England 38.7 Catalytic systems colours and printing materials technology refining fabrication and marketing of precious metals Company . Country of incorporation or registration Group interest in ~ equity capital per cent Nature of business Finance investment and services Cecil Holdings Limited England 88 Central Mini Finance Limited England 88 Charter Consolidated Finance Limited ay Charter Consolidated Financial Services England : England : 100 100 Charter Consolidated Investments Limited England 100 Charter Consolidated Services Limited Englan 100 Investment " Mining finance and investment dealing Finance Investment management Investment Administration and technical services Shares held directly by Charter Consolidated P.L.C. Investments Related companies Covenant Industries ue ot Limited Note ) _ Sy Other investments Anglo American Corporation Zimbabwe Limited Note _ C C Botswana RST Limited C Cleveland Potash Limited disposed of in July 1989 Minorch England .50 Zimbabwe 33.5 Botswana England q Luxembourg . 4.5 50 3.8 Marketing and i manufacturing of chemicals ff in Africa Re e Mining and industrial finance investment = -~ Nickel and copper mining Potash mining Investment international mining and natural resources oe 4 2 : : : ry *. 44 Principal interests Including Including principal subsidiarsubsyidiary and related compcompanieas nies H : Notes i results is 31 March with the exception of Covenant Industries for 4. The accounting date for inclusion of related companies of Covenant Industries at 30 September 1988 was which the accounting date is September The issued share capital 91,824 oa 2 The Pandrol International group holds the following equity interests in rail track equipment companies Country of incorporation Issued share capital Equity capital held per cent Elastic Rail Spike Cfmpany Proprietary Limited Pandrol Italia SpA Pandrol Daewon Limited South Africa Italy Korea R. 80,000 .10 Lira 1,200 million ' 50 Won 500 million 50 cumulative convertible preference shares of Cape Industries PLC 3. all the outstanding 518,789 8,4 per cent exercised their rights to subscribe for ordinary shares converted into ordinary shares and the holders of share options w inerfuell Charter's equity interest would be reduced to 65.5 cent Charter holds 100 per cent >of the % cent cumulative preference shares of Cape Industries Zimbabwe AMZIM as Charter is not No account is taken of the group of the results of Anglo American Corporation and reserves of over the affairs of that company The issued share capital in a position to exercise significant influence and 232.5 million respectively totalling 289.0 million and its profit after amzim at 30 June 1988 were 56.7 million million outstanding taxation for year to that date was 18.7 shares in Johnson Matthey all the 5 Charter holds a warrant to subscribe for 1,000,000 ordinary of share including Charter shares were converted into ordinary shares and all the holders warrants convertible preference to subscribe for ordinary shares in full Charter's equity interest would be reduced and share options exercised their rights convertible preference share capital and debt securities of Johnson to 37.0 per cent The issued ordinary share capital Matthey at 31 March 1989 were 175,322.882 2,022,819 and 7,500,000.- The accounts of the following companies are not audited by Coopers & Lybrand a . Beralt Tin & Wolfram Portugal S.A.R.L Cape Industries PLC group companies Johnson Malthey Public Limited Company National Mine Service Company 7 The principal country of operation is the same as the country of the nature of business incorporation or registration except where indicated under _ _ _we Share ownership Analysis Charter's share capital at 31 March 1989 G Category _ ee i . Individuals Insurance companies Pension funds and trustees Banks and nominee companies Others including bearer shares of 0.%5 Geographical * United Kingdom Rest of Europe Rest of World : Registered Bearer , : i . Percentage Number 8.9 2.8 5.9 77.3 5.1 12,908 36 110 1,083 395 100.0 14,532 a Percentage ~ Number 58.8 39.4 1.3 13,031 937 564 99.5 14,532 : Interests of directors Ii ntern estsiinnannarde irn ects ors PCD Burnell DE DE Cook DJ DJ Davies Sir Michael Edwardes JW Herbert Sir Robert Hunt JCL JCL Keswick AW Lea M ] Statham J Ogilvie Thompson RK A Wakeling . if il Charter At 31 March 1989 Fully paid shares of 2p each Options to 'subscribe for fully paid shares 2 At April 1988 Fully paid shares of | each Options to subscribe for fully paid shares 100 500 nil nit 773 1,000 nil nil 1,603 100 150 2 2 nil nil 54,404 nil nil nil 0,759 ni 28,940 100 nil - - 100 1,000 - - 1,300100 150 nil nil - 42,302 nil - 8,604 nil 16.778 Notes ' granted under share option scheme adopted on 9 August 1983 1981 2 includes shares appropriated under profit sharing scheme adopted on 11 August * beneficial 1.000 ordinary shares of 25p each in Cape Industries had a beneficial interest in At March 1989 Mr J W Herbert PLC April 1988 1,100 shares current directors between There was no change in the interests of the month prior to the date of the notice of annual general meeting 31 March pot 1989 and 7 June 1989 being one cp : eh : es : : mo : nnn _ me : i : } i - . | i i 6 i o : : Qn e . aa a * . , : oS XS . , : 4 Log ok i _ 2 . i Sir Michael Edwardes companies Chairman 58 chairman of Charter in Edwardes was appointed he is currently Sir Michael ICL Dunlop and Chloride Leyland Mercury of K Carvill and other 1988. chief One time executive chairman of British of Minorco and a director og DJ DJ Davies ae Charter chief executive and Deputy chairman 49 chairman of Charter in 1988. He was formerly chairman and Mr Davies was appointed deputy director of Hongkong Land and vice of TSB Hill Samuel Group managing Merchant Developers and a director deputy chairmanofofMEPC He is currently chairman of Imry Canada Hong Kong and finance director well as other companies in the USA Group and Johnson Matthey as f Singapore PCD PCD Burnell ra which executive director 48 & Investment Corporation in the merger Charter's from The Central Mining and was formerly responsible for 1975 Mr Burnell joined Charter director in in 1965. He was appointed a of South America and is industrial Corporation formed Charter He is a director of Anglo American mining operations adviser to the Midland Bank st ae i DE Cook TD 57 in 1988. He is currently deputy chairman of executive director director Charter as a executive director of Rowntree Mr Cook joined of Powell Duffryn having formerly been a Pilkington and a director JW Herbert He was formerly a Executive director 46 as a director in 1985. the General Electric Company is director of Mr Herbert joined Charter from for Charter's industrial interests and : a Rover Triumph He is responsible director of Jaguar : " : other group companies Sir Robert Hunt CBE executive director 71 director Sir Robert Hunt joined Charter as a executive of Rover executive of Dowty Group and deputy chairman in 1983. Group : He was formerly chairman and chief JCL JCL Keswick executive director 49 49 director in 1988. He is chairman of Mr Keswick joined Charter as a executive director of Persimmon and other companies Hambros Bank and a A A Lea executive director 40 director in 1988. He is group financial director of Minorco Mr Lea joined Charter as a eofxAencgulto iAvmeerican Corporation of South Africa He was formerly a director ; is } } : | A a : E : | ' . ry ; if . & J Ogilvie Thompson of De Beers executive director 55 executive director in 1976. He is chairman o Mr Ogilvie Thompson joined Charter as a chairman and an executive director of Anglo Consolidated Mines and oSfoMuitnhoArfcriocaHeanids da edpiurtecytor of many other Anglo American group comparies American Corporation of RKA RKA Wakeling Executive director 42 Mr Wakeling joined Charter in 1986 as 1988. He was formerly group treasurer director of other group companies and finance directo He of The BOC Group Johnson Matthey became acting chief and finance director 7 executive of Charter in of John brown He is a7 Main operating subsidiaries and Main operating Anderson Strathclyde PLC Anderson Anderson 47 47 Broad Glasgow Glasgow Street Chairman Chairman Herbert Chief Chief Executive : Herbert MK RB Holdings Ltd. MKR Holdings 7 Cornwall Holdings Ltd. Fairfield Industrial South Wigston Industrial Leicester LES LES 2XH a Chairman JW Herbert Herbert Herbert Beralt Beralt Tin Wolfram Portugal S.A.R.L. Avenida Avenida Liberdade Wolfram 1200 1200 Managing Director Andrew 1 Pandrol International Vincent Vincent Square Square Portugal Chairman : EM Ferreira General Manager Manager Correia de . Cape Industries PLC London SW1P SW1P 2PN Chairman Herbert Herbert Pool Penryn Granite ] Penryn Granite Ltd. Cape Cape Exchange Road 15-17 Truro TR1 2EH Chairman Watford WD17EC WD17EC Chairman TR1 2EH 2EH lebblethwaite Chairman JW.Herbert JW.Herbert Chairman R.P.B Heblthwaie Heblethwaite Hebblethwaite Chief Executive M Farebrother ; Shand Mining Inc. Matthey Public Limited Johnson Shand Mining Inc. Road cat related 2103 West Cosby Ney company 78 Garden House Washington Washington Washington London London Garden U.S.A. Chairman ECIN SJP Chairman A Wakeling Wakeling Chief JN Clarke Chief Executive C Anderson President FO Clayton Wakeling Management Business Financial control Investment Investment Investment Mining and Personnel Personnel quarrying Public Taxation Taxation Treasury Treasury RHT RHT Dawkins CH Parker R Krancioch Krancioch Crean Staham Statham Carter Crean RP Hebblethwaite RD McVean Hebblethwaite Sherrall McVean MR Fairs Sherrall Sallnow Sal now Sallnow NR Smith Be Notice of meeting os Notice is hereby given that the twenty annual general meeting of members of Charter Consolidated P.L.C. will be held the Caxton Suite at The London International Press Centre 76 Shoe Lane London EC4A 3JB New Street Square entrance on Tuesday 15 August 1989 at 12 noon for the following purposes 1. To receive and consider the accounts and the report of the directors for the year to 31 March 1989 2. To declare a final dividend 3 To reappoint as directors Sir Michael Edwardes Mr CD CD Burnell Mr DJ Davies Mr JCI JCI . Keswick and Mr AW AW Lea 4. To reappoint Coopers & Lybrand as auditors authorise the board to fix their remuneration 5. consider the following resolution will be proposed as a special resolution That the articles of association of the company be and are hereby amended by the deletion of the first sentence of article 77 and the substitution therefor of the following sentence Each of the directors other than a director holding any salaried office or employment under the Company or any subsidiaries of the Company shall be entitled to remuneration at the rate of 10,000 per annum or otherwise at rate to be determined by the directors up to a maximum of 15,000 per annum or such other amount as the Company may by Ordinary Resolution determine 0 To consider an ordinary resolution amending the company's profit sharing scheme see page 17 .7 To consider the following resolution which will be proposed as a special resolution THAT ) the directors of the company having by ordinary resolution passed on 5 August 1986 been authorised to allot the unissued shares of the company pursuant to section 50 of the generally 95 the said Act from the Companies Act 1985 be hereby empowered pursuant to section date of the passing of this resolution until the conclusion of the next annual general meeting to allot and to make offers or agreements to allot equity securities of the company pursuant to that : authority as if section 89 of the said Act did not apply- a in connection with an offer of such equity securities by way of rights to shareholders proportion to their existing shareholdings but subject to such modifications as the directors deem necessary or expedient in relation to fractional entitlements and legal or practical problems under the laws of or the requirements of any stock exchange or recognised regulatory body in any territory and b otherwise than under paragraph a above up to an aggregate nominal amount of 105,496 being 5 per cent of the issued share capital of the company al 31 March 1989 51 the mentioned authority given pursuant to section 80 of the said Act shall be varied to and | the conferred by this special resolution shall allow and enable the directors to make offers !ii or apgoreweemrents which would or might require the making of allotments after the expiry of the said i authority and of the said power and { iii words and expressions defined in or for the purpose of section 94 of the Companies Act 1985 shall bear the same meanings herein A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and on 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 PM Thwaite Secretary Registered office 40 Holborn Viaduct London EC1P TAL 7 July 1989 Notes 1 Forms of proxy must reach the company's registrars Hill Samuel Registrars Limited ^Greencoat Place London SW1P IPL not less than 48 hours before the meeting 2 Holders of share warrants to bearer who wish to all end in person or by proxy or to vote at the meeting must comply with the relevant conditions governing share warrants to bearer 3 Copies of directors service contracts will be available for inspection by members at the registered office of the company during normal business hours on any working day Saturdays and Bank Holidays excepted from the date of this notice and will on the day of the Annual General Meeting be available for inspection at the Caxton Suite The London International Press Centre 76 Shoe Lane London EC4A B from 11.45 a.m. until the conclusion of the meeting