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SCHOOLBLAZER LIMITED AGM Information 2003

Jan 20, 2003

65751_rns_2003-01-20_1e9793b2-1413-4dfc-a9a9-eb41a6886a7a.pdf

AGM Information

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Level 5, 34 Hunter Street Sydney NSW 2000 GPO Box 4406 Sydney NSW 2001

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Phone: +612 9221 7155 Fax: +612 9233 2713 Email: [email protected] Web: www.hgl.com.au

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21 January 2003

Companies Announcement Platform Australian Stock Exchange Limited Level 4, 20 Bridge Street Sydney NSW 2000

Dear Sir / Madam

CHAIRMAN'S ADDRESS

In accordance with the ASX listing rules, please find attached the Chairman's Address which will be delivered at the 99th Annual General Meeting of the company at 11am today.

Yours faithfully HGL Limited

MP Mahoney Secretary

Level 5, 34 Hunter Street Sydney NSW 2000 GPO Box 4406 Sydney NSW 2001

Phone: +612 9221 7155 Fax: +612 9233 2713 Email: [email protected] Web: www.hgl.com.au

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HGL LIMITED

CHAIRMAN'S ADDRESS

On behalf of your Board of Directors I welcome you to the 99th Annual General Meeting of HGL Limited.

For those unfamiliar with the company my name is Peter Miller and I am the new chairman. Furthest on my left is Michael Mahoney, our Company Secretary and Chief Operating Officer. On my left and adiacent to me is Kevin Eley our CEO. On my immediate right is Frank Wolf a Non-Executive Director. Next to him is Julian Constable who is the alternate Director to David Constable.

It is pleasing to report that the results for the year end September 2002 disclose a record profit of $8 million. This highest ever profit compares with $6.1 million profit for the previous year.

The Directors have declared a final dividend of 6c per share (unfranked) and this will be paid to shareholders on 14 February 2003. The total dividend for the year will then be 12c per share unfranked which equates to 8.4c per share franked, marginally up on the previous year.

Dividend payments are a core objective of your Board and I am confident that the dividend will continue at the present level.

HGL's Balance Sheet has strengthened following the sale of the 50% interest in GMA Garnet. The sale was completed in March 2002 for $18 million realising a profit of $5.9 million. The book net tangible assets of your company are 96c per share. HGL is strongly positioned to make future acquisitions. We continue to be actively identifying and investigating both public and private companies that may meet our acquisition and investment quidelines. These quidelines were detailed in last vear's Chairman's Address and continue to be in force

Your Board has had a number of changes during the year and I would like to briefly comment as follows:

Firstly and sadly Mr John Parker, a Director for 20 years passed away. Mr Parker made a very valuable contribution to this company and will be missed. Our best wishes continue to go to his wife and family.

Secondly and as foreshadowed in the previous Chairman's Address, Mr Robert Constable, the Chairman of the company resigned from the Board in October 2002. Mr Constable very ably guided the company for some 24 years and left the company in a very sound financial position. His direction shall be missed and we wish him well for his retirement.

Our Board is now somewhat smaller however I am confident that its effectiveness shall be maintained and improved and together with a strong management team the company should continue its record of wealth creation for shareholders.

The retirement of Mr Constable and the passing away of Mr Parker has resulted in the Board approving and paying $464,167 in Directors Retiring benefits.

Following Mr Constable's retirement the Board has considered and resolved to cancel the Directors Retirement Scheme with the exception of a continuance for Mr David Constable, a Director for 12 years.

Our operating divisions all provided improved returns on capital employed and I am pleased to advise that this strong profitability has continued into the 1st quarter of 2003. These businesses continue to be run as long term businesses reflecting the philosophy of creating partnerships of equity and skills. The operating divisions contributed $8.4 million profit before tax, interest, goodwill and minorities.

In line with the HGL philosophy, the management team of Anitech has purchased 50% of that business after having reduced capital employed and improved profitability. This new ownership structure should ensure profit growth with controlled capital employed. The sale crystallised a value, and goodwill of $1.7M was written off during the year. We have received the proceeds of $1.5 million.

Investment banking contributed $8.1 million profit before tax, interest and minorities, $5.9m being from the sale of GMA. That sale led to a substantial increase in investment banking assets and was at a price that reflected GMA being worth more to the vertically integrated purchaser than to HGL. Our returns from GMA had been falling for some time and were under threat of further weakness. The GMA sale gives HGL the opportunity to reinvest those proceeds in higher returning operating businesses. We plan to invest more of the $27m investment banking assets plus up to $25m debt, in operating investments that earn similar returns to our current operating divisions.

As mentioned we are continuing to exhaustively investigate acquisition opportunities and to apply rigid due diligence where opportunities may be considered appropriate. The division has, since September 2002, acquired a 23% interest in MMC Asset Management Limited, an Adelaide based boutique funds manager investing in the small and mid cap section of the Australian Stock Exchange. Funds under management exceed $150 million and HGL aims to contribute to the growth and continued success of the company.

As you will be aware, in November HGL made an offer to acquire shares in Lemarne Corporation Limited at an offer price of $1.70. This offer has been extended to 21 February 2003. We expect that this month the board of Lemarne will clarify details of the possible sale of one of the largest Lemarne Group businesses and the effect of that transaction on Lemarne. Once this has occurred it should be easier for Lemarne shareholders to form a view on the value of their company. At $1.70 per share an acquisition of the remaining shares, over the 20.2% previously held by HGL, will value Lemarne at approximately $29 million. Lemarne is a listed company which invests in and manages niche engineering businesses.

The future outlook for HGL I believe is positive. The Company has as a matter of course, with an investment banking division, somewhat irregular earnings. These occur as a result of the timing of transactions. Last year the sale of GMA had a substantial impact and it is unlikely that a similar sale giving rise to such a profit will eventuate in the current year. Having said that, our continuing operating income is strong and growing. Our investment banking operations which include Sabre Corporation, Hunter Hall International and Lemarne have a book value of $27M and traditionally sizeable capital profits have been earned from such strategic investments.

Our goal is to increase earnings and value through making acquisitions and to continue to earn sizeable profits from exploiting the strategic value of our investments.

Your Board is confident that suitable acquisitions shall be made in the near future to give the Company further platforms for growth and improved profitability.

On behalf of the Board, I thank all our equity partners and employees in the various divisions for an excellent effort during the year in gaining the improved results.

Mr Kevin Eley, the CEO and his management team have achieved a very successful year and should be highly commended. I believe that they will ensure the future growth of HGL.

If you require further information during the year, may I direct you to our website which is reqularly updated (I note that over 9000 hits have been made since November 2001). We shall also ensure that the Company again issues a half yearly update to shareholders.

May I take this opportunity to thank you for attending this Annual General Meeting.

PETER G MILLER Chairman 21 January 2003