PGC
10/12/2013 09:00
ADDRESS
REL: 0900 HRS Pyne Gould Corporation Limited
ADDRESS: PGC: PGC Chairman's Address to Annual Meeting
Notice to NZX
Embargoed until 9am, 10 December 2013
PGC Chairman's Address to Annual Meeting
Pullman Hotel
Auckland
Fellow shareholders it is not an understatement to describe today's Annual
Meeting as a seminal event.
The results for last year delivered one of the biggest after tax profits this
company has ever produced and the future investment and growth focus of our
company is now outside New Zealand within Australia and the United Kingdom.
With the Board's strong belief that the UK and Europe will provide the
majority of our new investment opportunities and commensurate growth, today
is largely about ensuring that we can take proper advantage of those
opportunities by considering and voting on the redomiciling of PGC to
Guernsey later in this meeting; as a prelude to seeking a listing on the
London Stock Exchange during 2014.
Before reflecting upon last year's good result and the future plans for the
group it is important to dwell on one important and key factor about the
past. That factor is that on the in specie distribution and spilt of
Heartland (now Heartland Bank) and PGC, the goal was to provide the Heartland
shares as a dividend stream and PGC as a capital growth opportunity.
Well, Heartland has begun providing a steady dividend this year, and PGC has
provided a return for shareholders after tax of $44.4 million - which is a
41% return on the net assets of the company. This equates to 20.5 cents per
share.
Last year's $44.4 million net profit after tax was inclusive of gains of $25
million as a result of exiting non-core assets, with the core assets
returning $19.4 million net profit after tax, 9 cents per share.
Our strategy of deploying the cash from non-core assets sold into the core
assets remains, with the core assets all well positioned to provide a solid
future for PGC.
PGC core assets are mainly held through our 31% ownership of Torchlight
Limited Partnership with two key core assets held directly.
Those two held directly are the 26.9% ownership of EPIC, which in turn owns
17.5% of MOTO, and the 100% ownership of the Torchlight General Partner,
which is paid management fees and receives success fees from the Torchlight
partnership based upon performance.
MOTO is a solid business that operates motorway full service byways in the
UK. MOTO generates an EBITDA of around GBP80 million off an asset base of
circa GBP900 million.
Though Torchlight has many investments, the most notable are;
1) 100% ownership of Residential Communities Ltd (RCL) which has a land bank
of over 7000 sites spread across 17 major projects - all of which are being
developed and taken to market on a planned regular basis.
2) 29% of Lantern Hotel Group - a business that is transforming from a
property owning company with third party tenants, to one that owns the
freehold and the operating businesses within the majority of its 14
Australian hotels. Lantern is an ASX listed company with net assets of AUD100
million. It also has 5 hotels in New Zealand that it is actively selling.
And,
3) an 11% holding in Local Media which controls 110 UK based regional
newspapers. The business of Local World Media is currently performing very
strongly.
In general, there is a common thread amongst these businesses in that they
own real estate with quality businesses utilising those properties. Also, as
a result of the easy debt provided during the early part of this century,
they were over-geared and that caused a significant lowering of pre and post
tax profits, despite the quality of the underlying businesses. Our focus is
on such businesses and assisting them to achieve balance sheet reconstruction
and operational improvements. Our early successes point to PGC having a model
that is well positioned for consolidated value growth.
As a capital growth company, our value growth won't be steady year on year,
but our goal is to deliver (as we said last year) in excess of 15% compounded
growth over the medium and longer term. This performance will likely mean
lumpy results and, as a consequence, we have a policy of not providing any
market guidance. However, we will continually outline our strategies and
performance against those, but some years will be more bountiful than others
which is the nature of the markets we do business in.
So, with a great year behind us, today's meeting is, as I alluded to
previously, about taking the opportunity to position PGC in the right
business theatre in order that we can take advantage of European value
enhancing opportunities.
The two special resolutions to be voted on later in this meeting are about
the redomicile of PGC to a country outside of New Zealand, to Guernsey. This
is a direction that we have highlighted for the past two years, and is a very
natural step for PGC to take, given that only $4.8 million out of total
assets of $151.8 million remain within New Zealand, with the rest either in
the United Kingdom or Australia. Also those remaining $4.8 million of assets
are being actively marketed for sale and it is highly likely that PGC will
have no assets remaining within New Zealand following the calendar year 2014.
The Notice of Meeting sent to every shareholder on November 25 is a very
comprehensive document explaining these proposed changes in detail, and
rather than go through the Notice now I will be very happy to take questions
on the subject when we get to those special resolutions later in the meeting.
As I mentioned in the Chairman's letter, which formed part of the Notice of
Meeting; your directors unanimously recommend that you support the
resolutions proposed for this meeting and strongly believe that the benefits
of the redomicile of PGC far out-weigh any negatives.
Within the Notice of Meeting we mentioned that PGC requires an 'IRD No
Objection' notice. Application has been made for such a notice and, as at
today, it is still pending.
Before passing onto the next item of business I would like to just close by
providing an update as to the results of the share buyback programme that we
announced on November 14 and began on November 20. As at the close of
business yesterday, we have purchased a total 3,839,260 shares at an average
price of 43.11 cents per share. The shares so purchased have been cancelled.
This means that now the number of shares on issue has reduced to 212,790,350
shares from the previous 216,629,610. The buyback programme is intended to
buy up to 5% of the company's shares on market, and has purchased 1.77% to
date. The Board will decide how long the programme will continue; on the 14th
of November we said it may continue until November 19th 2014.
ENDS
Media Contact:
David Lewis 021 976 119
End CA:00244941 For:PGC Type:ADDRESS Time:2013-12-10 09:00:02
