Professional Documents
Culture Documents
BUILDING HOMES
CREATING COMMUNITIES
www.crestnicholson.com
Contents
Financial Highlights
Annual Review
Sustainable Development
Directors and Advisers
Directors' Report
Statement of Directors' Responsibilities
Independent Auditors' Report
Consolidated Profit & Loss Account
Group and Company Balance Sheets
Consolidated Cash Flow Statement
Accounting Policies
Notes to the Accounts
Corporate Governance
Remuneration Report
Five Year Record
Group Directory
Shareholder Information
1
4
16
22
24
27
30
32
33
34
35
36
48
51
57
58
59
2005
2004
714.3m + 11%
97.0m + 2%
81.3m - 1%
Turnover
(Including joint ventures)
Operating profit
643.2m
94.9m
Pre-tax profit
(before exceptional costs)
48.9p - 1%
49.4p
12.9p + 5%
12.3p
2005
Exceptional costs
Pre-tax profit
Earnings per share
100
82.1m
2004
2.1m
79.2m
47.0p
82.1m
49.4p
81.3m
2004
2005
74.6m
80
63.0m
60
50.5m
40
20
0
2001
2002
2003
Annual Review
Results
We are delighted to report another strong set
of results for Crest Nicholson PLC which was
achieved in challenging market conditions.
Our mix of business combined with the
strength of our land bank enabled us to
perform resiliently throughout the year.
Trading
Housing
Against a background of more challenging
market conditions, open market housing
completions were up 3% to 1,865
(2004: 1,812), slightly higher than we
predicted at the interim stage.
Annual Review
Open market
Affordable
Total units
Open market
Affordable
Total units
Land Sales
Land sales continue to be an integral part of
Crest's method of operation as our strength
in land buying and planning enables us to
secure more developable land than we need
for our own production requirements.
As planned, the land sale programme for
2005 exceeded 2004 levels and was similar to
that achieved in 2003. Land sales were
75.6m (2004: 44.7m, 2003: 74.0m).
Demand for housing land remains good and,
provided that our price expectations are met,
we would expect the 2006 land sale
programme to be similar to 2005.
Mixed Use Commercial
As anticipated, commercial property sales
from our mixed use schemes grew strongly
and ended the year up 35% at 92.8m (2004:
68.6m). The revenue increase reflects
construction progress on offices and retail
properties at Bristol Harbourside and
Riverside, Hemel Hempstead.
Annual Review
10
Dividend
We are recommending a final dividend of
8.7p per share. This will give a total for
the year of 12.9p, up 5% (2004: 12.3p).
The dividend will be covered 3.6 times
(2004: 4.0 times). The final dividend will be
paid on 12 April 2006 to shareholders on the
register at 24 March 2006.
Awards
The Company's significant contribution to
urban regeneration was recognised at the
annual Building Regeneration Awards in
December 2005 where Crest received the
awards for the Regeneration Developer of
the Year, the Regeneration Partnership of the
Year and Regeneration Housebuilder of the
Year. This triple success further underpins
Crest's reputation for excellence in the urban
regeneration field and should help create
further opportunities for the Group in this
important market.
The combined effect of accounting policy changes on the profit before tax is:
m
Profit before tax after exceptional costs per UK GAAP
Net increase in cost of sales arising principally from expensing
sales and marketing
Preference dividend reclassified as finance cost
Net impact of discounting deferred payments (principally land creditors)
Other
79.2
67.7
11.2
Profit before tax restated for IFRS and change to legal completion
78.9
(4.7)
(2.1)
(2.7)
(2.0)
The combined effect of accounting policy changes on capital and reserves is:
m
Board Changes
In September 2005, we announced the
retirement of John Callcutt as Chief
Executive Officer (CEO) and his appointment
as Non-Executive Deputy Chairman with
effect from 1 November 2005. In this role,
John will continue to promote the Company's
expertise in sustainable development and to
develop our urban regeneration strategy.
Stephen Stone was promoted to CEO with
effect from 1 November 2005.
367.4
(38.0)
329.4
(26.1)
(12.0)
9.8
(7.8)
(4.2)
289.1
(23.0)
Equity and reserves restated for IFRS and change to legal completion
266.1
In addition, Crest will bring its accounting policy for recognising land stock and land creditors
into line with the peer group. This change has no impact on net asset value.
Annual Review
11
12
Stephen Stone
Chief Executive
Annual Review
13
14
15
Sustainable
Development
16
Sustainable Development
Sustainable Development
Significant progress has been made in
establishing a reputation as a sustainable
developer, in partnership with local
planning authorities, housing associations
and other agencies. The provision of high
quality built environments, combined with
good public services and infrastructure,
contribute to a better standard of living.
By investing in human resources,
providing outstanding customer service
and responding to the demand for
urban renewal shareholder value will
be increased.
Crests strategy to develop high quality
mixed-use residential and commercial
communities is beginning to deliver social,
economic and environmental benefits. This,
together with innovation and the
introduction of modern methods of
construction, will help Crest meet its key
environmental commitments. These are to
reduce greenhouse gas emissions, help
develop markets for renewable energy
supply, reduce construction waste, re-use
and recycle materials, and introduce
domestic water saving devices.
1
2
3
4
17
Performance Summary
In many aspects of the business the Company has met and exceeded its corporate
responsibility key performance targets as listed in the tables below.
Employment
Key Performance Indicators
Net employment creation
Permanent staff turnover
Average hours of training per employee
Annual Injury Incident Rate
Community
Key Performance Indicators
Number of homes sold
Social housing as percentage of total homes sold
Average house sale price
Customer satisfaction service* (out of 10)
Customer satisfaction product* (out of 10)
2003
5%
21%
No data
No data
2004
5%
21%
15
1266
2005
17%
15
1294
2003
1,936
16%
239,000
7.2
7.2
2004
2,524
28%
210,000
7.4
7.4
2005
2,486
25%
220,000
Awaited
7.1
2004
73%
5.4m
100
19.8
8%
2005
84%
Awaited
95
19.6
26%
3
1 Urban 7, London N7
2 Whitelands,
London SW18
3 Port Marine, Portishead
1
Environment
Key Performance Indicators
Homes built on brownfield land*
Cost of land remediation
Average home energy efficiency (out of 120)
Estimated build waste - cubic metres per home
Environmental prosecutions
New build certified by EcoHomes
2003
75%
2.3m
95
26.2
1
No data
* Building on brownfield land exceeds the UKs 60% target and protects the green belt.
18
Sustainable development
19
20
21
Directors and
Advisers
1. J W Matthews
Chairman and Chairman
of the Nomination Committee
Age 61
SECRETARY
N I Hughes
AUDITORS
KPMG Audit Plc
SOLICITORS
Linklaters
BROKERS
Dresdner Kleinwort Wasserstein Limited
MERCHANT BANKERS
UBS Warburg
22
2. S Stone
Chief Executive
Age 52
BANKERS
The Royal Bank of Scotland Group
Lloyds TSB Bank Plc
HSBC Bank PLC
Barclays Bank PLC
Allied Irish Banks, p.l.c.
Bank of Scotland
National Bank of Egypt International Limited
3. J Callcutt
Deputy Chairman
4. P Callcutt
Executive Director
5. D P Darby
Finance Director
Age 59
Age 56
Age 55
6. R S Lidgate
Independent Non-Executive Director and
Chairman of the Remuneration Committee
7. R T Scholes
Independent Non-Executive Director and
Chairman of the Audit Committee
8. L J Wigglesworth
Senior Independent Non-Executive
Director
Age 60
Age 60
Age 46
23
Directors
Report
24
Directors Report
Employment policies
Arrangements exist to keep all employees
informed on matters of concern to them
through a variety of media including
conferences, newsletters and meetings.
It is the policy of the Group that disabled
persons shall be considered for employment,
training, career development and promotion
on the basis of their aptitudes and abilities,
in common with all employees. The services
of any existing employee who becomes
disabled are retained wherever possible.
Training
The Group recognises that its reputation is
very dependent on the quality, effectiveness
and skill base of its employees. There is a
commitment at Board level to ensure that its
employees and management are properly
inducted into the Company and given
necessary training to fulfil their roles.
With ever increasing customer demands,
particular emphasis is placed on customer
service and build quality skills training.
Directors
The Directors of the Company at the date of
this report are shown on pages 22 and 23.
Mr J Callcutt and Mr S Stone will retire in
accordance with the Articles of Association at
the forthcoming Annual General Meeting
and, being eligible, will offer themselves for
re-election. Mr J Callcutt does not have a
service agreement with the Company but
Mr S Stone has a service agreement
determinable on twelve months notice.
A statement of the Directors' share interests
is set out in the Remuneration Report on
pages 51 to 56.
Environmental policy
It is the Company's policy to assess
environmental issues which may be
applicable to its business, customers and the
general public and to take such measures
consistent with being a responsible property
development group.
25
26
Statement of
Directors'
Responsibilities
Company law requires the Directors to
prepare accounts for each financial year
which give a true and fair view of the state of
affairs of the Company and the Group and of
the profit or loss for that period. In preparing
those accounts, the Directors are required to:
27
28
29
Independent
Auditors
Report
30
Opinion
In our opinion:
I
31
Group turnover
Cost of sales
Gross profit
Operating costs
Exceptional costs
Other costs
2004
(2.1)
(51.0)
714.3
(12.6)
643.2
(12.0)
701.7
(555.3)
631.2
(489.3)
146.4
141.9
(53.1)
(49.0)
(49.0)
93.3
1.6
92.9
2.0
94.9
(15.7)
94.9
(12.8)
4
5
79.2
(24.5)
82.1
(25.1)
54.7
(2.1)
57.0
(2.1)
52.6
(14.5)
54.9
(13.7)
16
38.1
41.2
47.0p
48.9p
46.7p
49.4p
49.4p
49.0p
There is no material difference between the profit for the year as shown above and that based on historic costs.
There are no recognised gains or losses during the current or previous year other than those shown above.
The turnover and operating profit of the Group in the year and preceding year arose solely from continuing operations.
32
Note
Fixed assets
Tangible assets
Investments in joint ventures
Share of gross assets
Share of gross liabilities
Loans
Other investments
Current assets
Stocks
Debtors
Cash at bank and in hand
2004
2005
2004
9
9
10
11
12
13
Company
2005
2.5
2.5
2.5
2.5
52.2
(50.4)
39.4
57.2
(56.5)
20.5
41.2
-
21.2
-
5.4
5.4
41.2
21.2
5.4
5.4
43.7
23.7
7.9
7.9
640.1
223.2
57.0
771.9
239.4
10.9
347.4
65.4
334.9
22.8
920.3
1,022.2
412.8
357.7
(12.9)
(282.7)
(3.2)
(301.2)
(25.3)
(31.8)
(295.6)
(304.4)
(25.3)
(31.8)
624.7
717.8
387.5
325.9
668.4
741.5
395.4
333.8
12
13
(204.1)
(93.7)
(186.1)
(225.3)
(204.1)
-
(186.1)
-
14
(297.8)
(3.2)
(411.4)
(1.7)
(204.1)
-
(186.1)
-
367.4
328.4
191.3
147.7
Net assets
Capital and reserves
Equity share capital
Non-equity share capital
15
15
11.2
38.0
11.2
38.0
11.2
38.0
11.2
38.0
16
16
49.2
57.7
260.5
49.2
56.9
222.3
49.2
57.7
84.4
49.2
56.9
41.6
Shareholders' funds
17
367.4
328.4
191.3
147.7
Approved by the Board of Directors on 25th January 2006 and signed on its behalf by:
S Stone
D P Darby
Directors
33
2004
18
93.1
(41.6)
0.1
1.4
0.4
(15.9)
(2.1)
0.4
(12.8)
(2.1)
(17.6)
(14.5)
Taxation
Corporation tax paid
(24.1)
(24.9)
(1.0)
(24.5)
5.6
(1.3)
(8.8)
3.1
(19.9)
(7.0)
2.3
(14.0)
(12.8)
17.6
(97.1)
0.8
18.0
1.0
(0.4)
51.0
18.8
51.6
36.4
(45.5)
36.4
(18.0)
(45.5)
(51.0)
18.4
(178.4)
(96.5)
(81.9)
(160.0)
(178.4)
34
19
Accounting policies
(a) Basis of preparation of accounts
(i) Taxation
The accounts have been prepared under the historical cost accounting
rules and in accordance with applicable Accounting Standards.
The accounting policies have been applied consistently in dealing with
items which are considered material in relation to the Group's financial
statements.
(b) Consolidation
The consolidated accounts include the accounts of Crest Nicholson PLC
and its subsidiaries made up to 31st October in each year. The profits
and losses of subsidiaries acquired or sold during the year are included
as from or up to their effective date of acquisition or disposal.
The subsidiary undertakings currently trading and which are significant
to the Group are set out in Note 9.
No profit and loss account is presented for the Company as provided by
S.230 of the Companies Act 1985.
(c) Turnover
Turnover represents amounts received and receivable (excluding VAT) in
respect of housing, land and commercial property sold. Turnover
excludes the sale of properties taken in part exchange.
The charge for taxation is based on the profit for the year and takes into
account taxation deferred because of timing differences between the
treatment of certain items for taxation and accounting purposes.
Deferred tax is recognised, without discounting, in respect of all such
timing differences which have arisen but not reversed by the balance
sheet date, except as otherwise required by FRS19.
(k) Pensions
The amount charged to the profit and loss account in respect of the
defined contribution pension scheme represents the contributions
payable in respect of the accounting period. The expected cost to the
Group of pensions in respect of the defined benefit pension scheme is
charged to the profit and loss account so as to spread the cost of
pensions over the service lives of employees in the scheme.
(f) Stocks
Stocks are valued at the lower of cost and net realisable value.
Cost includes, where appropriate, a proportion of overhead expenses.
(h) Depreciation
Freehold land and ground rents are not depreciated. Freehold buildings
are depreciated at 2% on cost less residual value. Leasehold land and
premises are depreciated over the life of the lease.
Plant, vehicles and equipment are depreciated on cost less residual
value on a straight line basis at rates varying between 10% and 33%
determined by the expected life of the assets.
35
Turnover
There is no Group turnover in geographical markets outside the United Kingdom.
No segmental information has been presented as the Directors consider that there is only one business and geographical segment.
Exceptional Costs
The exceptional costs consist of professional fees incurred in connection with the approach the Company received from Heron Corporation.
6.4
9.7
3.5
9.7
16.1
(0.4)
13.2
(0.4)
15.7
12.8
2005
m
2004
m
Profit on ordinary activities before taxation is stated after charging the items set out below:
Depreciation
Operating lease rentals:
Hire of plant and machinery
Other - including land and buildings
Auditors' remuneration:
Audit fee (The Company 5,000 - 2004 5,000)
Audit related fees
Taxation and other advisory fees
2004
m
1.0
0.9
0.3
4.9
0.3
4.2
000
209
21
64
000
179
6
71
2005
m
2004
m
Current tax
UK Corporation tax on profits for the year at 30%
Adjustments in respect of prior years
Joint venture undertakings
24.5
(0.5)
0.5
24.6
0.6
24.5
-
25.2
(0.1)
24.5
25.1
m
79.2
m
82.1
23.8
24.6
(0.5)
1.2
0.6
24.5
25.2
Taxation
The current tax charge for the year is higher than the standard rate of UK corporation tax
of 30% (2004 30%). The differences are explained below:
Profit on ordinary activities before tax
Tax on profit on ordinary activities at 30%
Effects of:
Adjustments in respect of prior years
Expenses not deductible for tax purposes
36
Ordinary Dividends
2005
m
2004
m
4.7
9.8
4.4
9.3
14.5
13.7
5.4
1.0
(0.9)
5.5
Accumulated depreciation
At 31st October 2004
Charge for year
On disposals
2.9
1.0
(0.9)
3.0
2.5
2.5
37
Group
Cost of
Investment
m
Loans
m
Share of Post
Acquisition
Reserves
m
Total
m
Joint Ventures
At 31st October 2004
Additions
Repayments
0.5
-
20.5
24.5
(5.6)
0.2
1.1
-
21.2
25.6
(5.6)
0.5
39.4
1.3
41.2
The Group owns 500 ordinary shares of 1 each representing 50% of the issued share capital of Brentford Lock Limited, a company registered in
England, which has been set up to redevelop a site in West London. At 31st October 2005 Brentford Lock Limited had capital employed of 22.7m
(2004 31.3m), consisting of shareholders' capital of 22.8m (2004 31.9m) and cash in hand of 0.1m (2004 0.6m). It made a profit after taxation in the
year to 31st October 2005 of 2.3m (2004 2.8m). At 31st October 2005 the Group had advanced 9.5m (2004 15.1m) to this company as funding towards
the development expenditure.
The Company has advanced 29.1m (2004 4.6m) to an unincorporated joint venture in which it has a 50% interest. The joint venture has been formed
with Morley Fund Management to develop a site at Chertsey. The proposed business park is programmed to be marketed in 2006.
Company
Shares in subsidiary undertakings
Cost less amounts written off
At 31st October 2004 and 31st October 2005
m
5.4
Shares in subsidiary undertakings are stated net of provisions for impairment in value of 5.0m (2004 5.0m).
The subsidiary undertakings which are significant to the Group and traded during the year are set out below. The Group's interest is in respect of ordinary
issued share capital which is wholly owned and all the subsidiary undertakings are incorporated in Great Britain. They are directly owned by the Company
unless indicated by an asterisk.
Subsidiary
Crest Nicholson Operations Limited
Crest Nicholson Residential (London) Limited
Landscape Estates Limited *
Nature of business
Residential and commercial property development
Holding company
Residential and commercial property development
10 Stocks
38
Group
2005
m
545.4
94.7
706.0
65.9
640.1
771.9
2004
m
Company
2005
m
2004
m
2005
m
2004
m
193.4
15.0
0.2
4.2
2.7
224.3
0.1
6.0
2.4
337.7
7.2
0.4
2.1
331.6
1.5
1.8
215.5
232.8
347.4
334.9
5.8
1.9
4.5
2.1
223.2
239.4
347.4
334.9
2005
m
2004
m
2005
m
2004
m
12.9
3.2
84.0
120.1
66.0
120.1
84.0
120.1
66.0
120.1
204.1
186.1
204.1
186.1
20.7
108.8
74.6
111.5
74.6
20.7
108.8
74.6
111.5
74.6
12 Borrowings
Group
Repayable:
Between one and two years
Between two and five years
Over five years
Company
The revolving credit facility drawings and loan notes are secured by floating charges over the assets of certain subsidiary companies.
The revolving credit facility amounts to 255m which is repayable in 2010. Interest is based on rates ruling from time to time in the London Inter Bank Market.
The senior secured loan notes were issued by way of US dollar and sterling private placements at fixed rates as follows:
Repayable in 2006
Repayable in 2008
Repayable in 2009
Repayable in 2011
Repayable in 2011
US$35.0m
US$15.0m
US$23.0m
US$93.0m
10.0m
8.07%
8.13%
7.97%
8.12%
7.68%
The Group entered into currency swap agreements to eliminate all exchange risks arising from these transactions.
39
Company
2005
m
2004
m
2005
m
2004
m
116.9
28.6
3.6
12.6
1.4
15.2
94.6
9.8
146.8
24.5
2.3
12.8
1.9
12.8
90.8
9.3
6.2
1.0
1.3
7.0
9.8
12.3
1.0
0.3
8.9
9.3
282.7
301.2
25.3
31.8
93.7
225.3
Deferred
taxation
m
Total
m
1.1
1.5
0.6
-
1.7
1.5
2.6
0.6
3.2
Group
Rental provisions are made in respect of vacant properties in accordance with FRS12 and are expected to be utilised within eighteen months.
Deferred taxation in respect of capital allowances and other timing differences is fully provided as follows:
40
2005
m
2004
m
(0.1)
0.7
(0.1)
0.7
0.6
0.6
Authorised
136,000,000 Ordinary shares of 10p each
41,717,565 51/2% Cumulative Redeemable Preference shares of 1 each
2005
m
2004
m
13.6
41.7
13.6
41.7
55.3
55.3
11.2
38.0
11.2
38.0
49.2
49.2
During the year 319,745 ordinary shares were issued under the exercise provisions of the 1994 Executive share option scheme at prices between
112p and 211p. A further 170,926 shares were issued under the exercise provisions of the Company's 1998 SAYE share option scheme at prices
between 100p and 283p.
The preference shares are no longer convertible and have been redeemed at par on 2nd November 2005.
At 31st October 2005 there were options outstanding to subscribe for ordinary shares as follows:
Number
of shares
Period
Exercisable
Option
Price
15,600
21,140
111,758
269,142
168,021
148,586
2001/2006
2003/2006
2004/2007
2006/2009
2007/2010
2008/2011
100p
105p
170p
186p
283p
306p
2000/2007
2001/2008
2002/2009
2003/2010
2004/2011
2005/2012
2006/2013
2007/2014
2008/2015
91p
112p
129p
138p
194p
211p
202p
323p
383p
734,247
Executive share option schemes
1994 Scheme
2004 Scheme
70,000
20,000
142,620
38,250
38,520
53,380
200,000
320,000
559,426
1,442,196
41
Group
Company
Profit and Share Premium
Profit and
Loss Account
Account Loss Account
m
m
m
56.9
0.8
-
222.3
0.1
38.1
56.9
0.8
-
41.6
0.1
42.7
57.7
260.5
57.7
84.4
At 31st October 2005 the Group's Employee Share Ownership Trust (ESOT) held 278,544 shares (2004 520,949 shares) with a market value of 1.1m
(2004 1.7m) which had not yet vested unconditionally in employees. The shares were purchased in the open market and are held in trust for employees
participating in the Group's Deferred Share Bonus Scheme and Long Term Share Incentive Plan. Abacus Corporate Trustee Limited, as Trustees for the
ESOT, has waived its dividend entitlement.
There have been no purchases of Crest Nicholson shares during the year (2004 0.4m).
Company
2005
m
2004
m
2005
m
2004
m
54.7
(16.6)
57.0
(15.8)
59.3
(16.6)
29.1
(15.8)
38.1
0.8
0.1
41.2
1.0
(0.4)
0.8
42.7
0.8
0.1
13.3
1.0
(0.4)
0.8
39.0
328.4
42.6
285.8
43.6
147.7
14.7
133.0
367.4
328.4
191.3
147.7
329.4
38.0
290.4
38.0
153.3
38.0
109.7
38.0
367.4
328.4
191.3
147.7
2005
m
2004
m
93.3
1.0
0.1
131.8
14.0
(147.1)
92.9
0.9
0.8
(124.7)
(114.4)
102.9
93.1
(41.6)
42
Cash Flow
m
Closing Debt
m
10.9
(3.2)
46.1
(9.7)
57.0
(12.9)
7.7
(66.0)
(120.1)
36.4
(18.0)
-
44.1
(84.0)
(120.1)
(178.4)
18.4
(160.0)
Sterling
At 31st October 2005
Bank borrowings, loan notes and long term creditors
Preference shares
Floating rate
financial
liabilities
m
Fixed rate
financial
liabilities
m
Financial
liabilities
carrying no
interest
m
Total
m
96.9
-
120.1
38.0
93.7
-
310.7
38.0
96.9
158.1
93.7
348.7
69.2
-
120.1
38.0
225.3
-
414.6
38.0
69.2
158.1
225.3
452.6
Fixed rate financial liabilities are stated after cross currency swaps which had the effect of reclassifying $166m (2004 $166m) US dollar borrowings into
110.1m (2004 110.1m) sterling borrowings. The fixed rate financial liabilities are at a weighted average of 7.43% (2004 7.43%) fixed for an average of 3.3
years (2004 4.8 years).
The preference shares have been redeemed on 2nd November 2005.
The floating rate financial liabilities are subject to interest rates referenced to LIBOR. These rates are for a period between one and twelve months.
For financial liabilities which have no interest payable, consisting of land creditors, the weighted average period to maturity is 20 months (2004 33
months). The fair value of these liabilities at 31st October 2005 is 84.0m (2004 192.2m). The discount rate applied is equivalent to the Group's current
incremental borrowing rate. There are no other material differences between book value and fair value of the Group's financial assets and liabilities.
The Company has a number of guarantees in place as described in Note 22 which are contingent liabilities and therefore have no book value and it is not
practical to estimate their fair value.
The maturity of the financial liabilities is:
2005
m
2004
m
51.0
95.0
128.1
74.6
3.2
97.4
243.7
108.3
348.7
452.6
Financial assets
Financial assets of the Group at 31st October 2005 consisted of sterling cash deposits of 57.0m (2004 10.9m) placed overnight, with solicitors and on
current account.
Undrawn borrowing facilities
The Group had undrawn committed borrowing facilities of 176.1m (2004 164.9m) at 31st October 2005. The repayment terms of the facilities are set out
in Note 12. In addition there were undrawn guarantee and bonding facilities of 39.6m (2004 55.8m).
43
6.75%
6.00%
4.00%
3.00%
2.40%
per annum
per annum
per annum
per annum
per annum
After taking account of the above assumptions, the actuarial value of the scheme's assets represented 80% of the benefits that had accrued to members
after allowing for expected future increases in earnings. The market value of these assets was estimated at 49m (excluding pensions in payment
secured by purchasing annuities from an insurance company).
The assumptions used for SSAP24 purposes were the same as those shown above with the following exceptions:
Investment returns after retirement
Salary increases
6.75%
3.75%
per annum
per annum
The combined pension charge for the year was 4.1m (2004 2.8m). The actual contribution paid by the Company was 3.9m (2004 2.6m) which resulted
in a prepayment at the year end of 2.1m (2004 2.3m). The method used for spreading the deficit was the Level Percentage Method.
Additional disclosure required by FRS17
In accordance with the transitional provisions of FRS17, a full actuarial valuation update of the defined benefit schemes was carried out by a qualified
actuary as at 31st October 2005 using the projected unit method. The major assumptions used by the actuary were:
Discount rate
Inflation
Rate of increase in pensionable salaries
Rate of increase in pensions in payment:
Earned before 6th April 1997
Earned after 5th April 1997
2005
5.0%
2.9%
3.9%
2004
5.4%
2.9%
3.9%
2003
5.5%
2.7%
3.7%
2002
5.6%
2.3%
3.3%
3.0%
2.6%
3.0%
2.6%
3.0%
2.4%
3.0%
2.0%
As the scheme is closed to new members, under the projected unit method, the current service cost will increase as the members of the scheme
approach retirement.
44
Value
2005
2004
2003
2002
2005
m
2004
m
2003
m
2002
m
Equities
Bonds
Cash
Property
7.40%
5.00%
4.40%
7.40%
8.50%
5.90%
5.00%
8.00%
8.00%
6.00%
6.00%
8.00%
7.75%
5.75%
5.00%
7.75%
50.7
9.1
3.6
2.2
43.1
5.6
5.2
1.4
40.9
6.3
1.7
1.9
31.2
6.8
1.1
1.9
5.00%
5.40%
5.50%
5.50%
65.6
10.8
55.3
10.4
50.8
10.7
41.0
10.0
76.4
65.7
61.5
51.0
The following amounts at 31st October 2005 were measured in accordance with the requirements of FRS17:
2005
m
2004
m
2003
m
2002
m
76.4
(111.7)
65.7
(96.1)
61.5
(93.7)
51.0
(74.2)
(35.3)
10.6
(30.4)
9.1
(32.2)
9.7
(23.2)
7.0
Net deficit
(24.7)
(21.3)
(22.5)
(16.2)
Note
The difference between assets and liabilities is extremely volatile and can alter very significantly depending on the date at which the measurements are
carried out.
The movement in the deficit over the year is shown below:
2005
m
2004
m
(30.4)
(32.2)
3.1
2.6
(3.0)
(2.6)
5.0
(5.2)
4.5
(0.1)
(5.2)
(0.2)
(0.8)
4.3
(0.3)
(8.8)
-
1.2
6.2
(4.7)
(0.1)
(4.8)
2.6
(35.3)
(30.4)
45
2004
6%
(4%)
2%
6%
3%
2003
2002
9%
(2%)
(9%)
(17%)
(2%)
(12%)
If the above amounts had been recognised in the financial statements, the Group's net assets and profit and loss reserve at 31st October 2005 would be
as follows:
2005
2004
m
m
Net assets excluding pension deficit
Adjustment for pension prepayment
Pension deficit
367.4
(2.1)
(24.7)
328.4
(2.3)
(21.3)
340.6
304.8
260.5
(2.1)
(24.7)
222.3
(2.3)
(21.3)
233.7
198.7
22 Contingent Liabilities
There are performance bonds and other engagements, including those in respect of joint venture partners, undertaken in the ordinary course of business
from which it is anticipated that no material liabilities will arise.
In addition, the Company is required from time to time to act as surety for the performance by subsidiary undertakings of contracts entered into in the
normal course of their business.
23 Leasing Commitments
Group
Operating lease annual commitments
2004
m
2005
m
2004
m
0.5
0.5
3.2
0.5
2.8
0.4
0.1
0.4
-
4.2
3.3
0.5
0.4
1.2
0.1
1.3
1.0
1.2
1.2
1.4
1.0
1.2
Other
Expiring within one year
Expiring between two and five years
46
Company
2005
m
Staff costs
Wages and salaries
Social security costs
Other pension costs
2005
2004
Number
846
14
Number
873
14
860
887
m
35.7
4.4
4.4
m
34.6
4.1
3.0
44.5
41.7
Details of Directors' remuneration, pension and share option arrangements are set out in the Remuneration Report on pages 51 to 56.
47
Corporate governance
Compliance
The Company recognises the importance of and is committed to attaining the
highest standards of corporate governance. It is a requirement of the Listing
Rules of the UK Listing Authority that listed companies disclose in their
annual report and accounts how they have applied the principles set out in
Section 1 of the Combined Code on Corporate Governance published in July
2003 (the Combined Code) and whether or not they have complied with its
detailed provisions throughout the financial year.
During the financial year ending 31st October 2005 the Company complied
fully with the principles and provisions set out in Section 1 of the Combined
Code except as follows:I The Company does not comply with provision A.3.2 of the Combined Code
in that less than half the Board, excluding the Chairman, are independent
Non-Executive Directors. The current division of responsibilities and
structure of the business requires a Chairman, Deputy Chairman and an
executive team of three Executive Directors. It is the view of the Board
that the range and blend of skills of the Board match the needs of the
business and it is unnecessary to appoint another independent NonExecutive Director at the present time.
Section 1 of the Combined Code contains fourteen main principles of good
governance which are divided into four main categories. These categories
and the means by which the Company has complied with them are explained
below.
Directors
The Board of Directors is the body responsible for corporate governance and
for establishing the policies and strategies of the Company. The Board
currently consists of the Chairman, Deputy Chairman, three Executive
Directors and three Non-Executive Directors. Biographies of the Directors
are set out on pages 22 and 23.
It is the opinion of the Board that all of the three Non-Executive Directors are
considered to be independent of management and have no business or other
relationship which could interfere materially with the exercise of their
judgement.
Each of the Executive Directors service contracts contains a notice period of
a maximum of one year. The maximum notice period under each NonExecutive Directors letter of appointment is six months.
The Chairman, Deputy Chairman and the Non-Executive Directors each have
a letter of appointment expiring as follows:
Mr J W Matthews (Chairman)
On 6 months notice
On 3 months notice
Mr R S Lidgate
Mr R T Scholes
Mr L J Wigglesworth
(Senior Independent Director)
All members of the Board are equally accountable under the law for the
proper stewardship of the Company's affairs. The Non-Executive Directors
are, however, independent of management and free from any material
business or other relationship with the Company, enabling them to bring an
independent judgement to bear on issues brought before the Board. There is
a clear division of responsibility between the Chairman, Mr J W Matthews,
and the full time Chief Executive, Mr S Stone, to whom the Board has
delegated responsibility for running the Company. The Deputy Chairman,
Mr J Callcutt, reports to the Chairman and his responsibilities cover the
promotion of the Company's sustainable redevelopment strategy. He is
committed to devote on average three days a week in undertaking his duties.
The Deputy Chairman is also available to assist the Chief Executive if
requested and has been appointed in a non-executive capacity.
The Board meets regularly on a formal basis and has an agreed schedule of
matters reserved to it for collective decision. These include strategic policies,
corporate performance reviews and overall financial and organisational
control. In addition, the Board meets outside of its agreed schedule as and
when required. It is supplied in a timely manner with information in a form
and of a quality that is appropriate to enable it to discharge its duties.
The Board evaluated its performance in 2005 by the completion of an
evaluation questionnaire. The Chairman formally appraised the Chief
Executive in the year.
The Non-Executive Directors meet separately with the Chairman during the
course of the year. The Non-Executive Directors also meet (without the
Chairman) at least annually to appraise the Chairmans performance.
A formal procedure exists to allow Directors to take independent professional
advice and the Company will meet such reasonable expenses that arise in
taking such advice. All Directors have access to the Company Secretary for his
advice and services, and training is available for new and existing Directors, as
and when required. Each member of the Board also has the benefit of
appropriate insurance cover and the indemnity in Article 34 of the Company's
Articles of Association in respect of legal actions brought against him.
Board Committees
The Board has established the following Committees, the members of which
are set out below. Details of all the Directors experience and qualifications
are set out on pages 22 and 23 and their remuneration on pages 51 to 56.
Audit Committee
Mr R T Scholes (Chairman)
Mr R S Lidgate
Mr L J Wigglesworth
The Audit Committee meets four times each year and provides a link
between the Board and the Companys internal and external auditors on
matters coming within the scope of the Group audit. The main duties of the
Audit Committee are as follows:
I To review all Preliminary and Interim statements before they are
48
Corporate governance
During the year the Committee carried out its duties as noted above.
Particular attention was paid to the accounting standards and policies in the
review of the financial statements. Under internal control procedures and
risk management systems both financial and non-financial controls were
assessed, improvements were identified and are being implemented.
The internal auditor's reports and the internal audit programme were
reviewed together with management's response to the internal auditor's
findings and recommendations. The Committee recommended a policy to the
Board regarding the provision of non-audit services. The Board adopted the
recommendation, which is not to use the external auditors for non-audit
services with the exception of tax advice and matters where the fee will not
exceed 50,000 in aggregate per annum unless specifically approved by the
Committee.
Details of the fees paid to the external auditors for audit and non-audit
services are set out in Note 4 on page 36.
The Committee does not become involved in the day to day running of the
business, which remains the responsibility of the Executive Directors.
The terms of reference of the Committee are published on the Company's
web site www.crestnicholson.com.
Remuneration Committee
Mr R S Lidgate (Chairman)
Mr R T Scholes
Mr L J Wigglesworth
The Remuneration Committee meets at least three times each year, to
establish and review, in consultation with the Chief Executive, the
remuneration and terms of employment of the Chairman, Deputy Chairman,
Executive Directors and certain senior executives. The fees for the NonExecutive Directors are decided by a Committee of the Board comprising the
Chairman, Chief Executive and Finance Director.
The terms of reference of the Committee are published on the Companys
web site www.crestnicholson.com.
Nomination Committee
Mr J W Matthews (Chairman)
Mr J Callcutt
Mr S Stone
Mr R S Lidgate
Mr R T Scholes
Mr L J Wigglesworth
The Committee meets regularly throughout the year and acts in an advisory
capacity in the creation and implementation of policy, trading strategies and
the taking of major decisions.
Committee for Social Responsibility
Mr J Callcutt (Chairman)
Mr R S Lidgate
Mr S Stone
(Appointed 23rd January 2006)
Mr L J Wigglesworth
(Resigned 23rd January 2006)
Mr N I Hughes (Company Secretary)
Mr P Donnelly (Environmental Manager)
The Committee for Social Responsibility is charged with managing the
Company's ethical, social and environmental policies so as to achieve
a balance between its commercial objectives and its obligations to society
at large.
Attendance at Board and Committee Meetings
The following table shows the number of meetings of the Board and each of
the Audit, Remuneration and Nomination Committees held during the year
ended 31st October 2005 and the attendance record of individual Directors.
Audit
Remuneration Nomination
Board Committee Committee Committee
Number of meetings
Mr J W Matthews
N/A
N/A
Mr J Callcutt
N/A
N/A
Mr P Callcutt
N/A
N/A
N/A
Mr D P Darby
N/A
N/A
N/A
Mr S Stone
N/A
N/A
N/A
Mr R S Lidgate
Mr R T Scholes
Mr L J Wigglesworth
Chairman
The Chairman has significant commitments other than as Chairman of the
Company and these are disclosed in his biography on page 22. The Board is
confident that these commitments do not hinder the ability of the Chairman
to discharge his duties to the Company effectively.
Directors remuneration
Please refer to the Remuneration Report on pages 51 to 56 for details of the
Directors remuneration.
49
Corporate governance
As regards internal control, the Directors acknowledge responsibility for the
systems set up within the Group for this purpose and for reviewing their
effectiveness. They are designed to provide reasonable but not absolute
assurance against material mis-statement or loss. The Company complies
with the Combined Codes principles on internal control reporting and
throughout the year has operated the procedures necessary to implement
the guidance on internal control contained in the Turnbull Report published
in September 1999.
The Group has the following established framework of internal controls:
Financial Reporting
There is a comprehensive budgeting system with an annual budget and
associated three year plan approved by the Directors. Actual results (or
performance) are reported against budget and revised forecasts of profit,
cash flow and balance sheets are prepared each month. The Company
reports to shareholders on a half yearly basis.
Operating Unit Controls
Controls and procedures, including information systems controls, are
detailed in policy and procedure manuals which are subject to regular review.
An Authority Manual details the general principles of and specifies the limits
arising from the delegation of authority within the Group. Day to day control
is exercised by the members of the Executive Committee (see above).
Risk Identification
The Group has established a Risk Review Committee (a sub-committee of
the Executive Committee) which meets from time to time to assess and
review the risks facing the business on an on-going basis and to ensure that
reasonable levels of control are implemented to address those risks.
Investment Appraisal
The Group has clearly defined systems for the authorisation and control of
projects, which are set out in a Land Manual. The key element is the Project
Committee (a sub-committee of the Executive Committee) which is
responsible for the authorisation of all major projects.
Centralised Functions
A number of the Groups key functions are controlled centrally. These include
finance, treasury, banking, litigation, taxation, pensions, insurance,
information technology, human resources, health & safety, public relations
and company secretarial.
Internal Audit
The Company maintains an internal audit unit which reports to the Audit
Committee. It is charged with carrying out examinations and investigations
which assist in providing the Audit Committee with reasonable assurance of:
I compliance with established policies and procedures
I the reliability and integrity of information
I the safeguarding of assets and the economical and efficient
use of resources
N I Hughes
Company Secretary
25th January 2006
A Group executive has been tasked to update the Risk Review documentation
in 2006.
50
Remuneration report
This report has been prepared in accordance with the requirements of
Schedule 7A to the Companies Act 1985, the Listing Rules and the Combined
Code on Corporate Governance published in July 2003 (the 'Combined Code').
Unaudited Information
Remuneration Committee
The membership of the Remuneration Committee (the Committee) is set
out in the Corporate Governance Report. The principal terms of reference
of the Committee are as follows:
I To determine the remuneration of the Chairman, Deputy Chairman, the
the Executive Directors and senior executives under the bonus schemes
I To agree to whom options and/or awards should be granted or awarded
under the Company's Executive Share Option Scheme and/or Long Term
Share Incentive Plan.
The Committee makes its determinations in consultation with the
Chief Executive and has access to professional advice inside and outside the
Company. During the year the Committee has taken advice from external
consultants Inbucon Consulting and CJW Remuneration Consultants, both of
whom were appointed by the Committee. None of the external consultants
has provided any other services to the Group.
Remuneration Policy
The Companys policy on remuneration is to provide an appropriate package
having regard to factors such as overall responsibilities, individual and Group
performance as well as market rates.
The Committee takes independent professional advice where appropriate and
has regard to information on compensation and salary levels in companies in
its peer group and industry generally.
The objectives of the remuneration policy are to:
I ensure that the individual rewards and incentives fairly relate to
consolidation of data compiled from companies in its peer group and all
industry reports
I ensure that, in accordance with the Combined Code, a significant
Salaries
Mr S Stone's salary was reviewed and increased to 427,300 with effect from
1st November 2005. Other Executive Directors' salaries are determined after
a review of the performance of the individual with effect from 1st January in
each year. As noted above, it is the policy of the Committee to pay at or about
the median level. The base pay awards are set out below:
per annum
427,300
260,000
260,000
% increase
32.7%
12.6%
9.9%
51
Remuneration report
Share Option Schemes
The Company operates two types of share option scheme:
1 Executive Share Options
Two Executive share option schemes have been approved by shareholders
in 1994 and 2004 respectively. The 1994 scheme is now time expired and any
new grants can only be made under the 2004 scheme. There are options
subsisting under the 1994 scheme and these will remain exercisable subject
to the 1994 scheme rules and to the satisfaction of any relevant performance
conditions. The last options under the 1994 scheme were granted on
3rd February 2004 subject to the condition that they may not normally be
exercised unless, in respect of a minimum of any three consecutive financial
years commencing on or after 1st November 2003, the increase in earnings
per share has exceeded inflation (as measured by the RPI) by an average of
at least 5% per annum. Details of options granted to Directors are shown
on page 55.
The Committee believes that executive share options still have an important
role to play in motivating senior executives within the Group. It is therefore
intended to grant options under the 2004 Scheme in February 2006, subject
to the condition that options will normally only be exercisable if, in the fixed
period of three consecutive financial years commencing on 1st November
2005, the increase in earnings per share has exceeded inflation (as
measured by the RPI) by an average of at least 5% per annum. If the
condition is not met after the three years, options will lapse and there will be
no re-testing of the condition. The 2004 scheme provides for grants of up to
one years base salary per annum (measured by reference to an option price
equal to the full market value of the shares at the time of grant) and it is
intended to grant options to Executive Directors of 100% of base salary (last
year 50%) with lower grant levels for less senior positions. The proposed
increase in the award is supported by advice from Inbucon Consulting.
The 2004 scheme has been designed to comply with best practice and, to
this end, extensive consultations were carried out with the main institutional
shareholder committees prior to its adoption.
2 Savings Related Share Options ('SAYE')
The current SAYE scheme was approved by shareholders in 1998 and
replaced the previous 1989 SAYE scheme. The involvement of employees in
the Group's performance is encouraged through participation in the SAYE
scheme. All employees, including Executive Directors, are eligible to
participate subject to a service qualification of 12 months and to invitation
periods as specified in the scheme rules. Current legislation restricts the
maximum aggregate amount that can be saved each month to 250 per
month. The number of shares over which options can be granted is restricted
to the anticipated savings at the end of a three or five year savings period
(including a tax-free bonus). Options are normally granted at an option price
representing 80% of the market value shortly before grant and, being an allemployee share option scheme, there are no performance conditions.
Share Incentive Plan
The Share Incentive Plan was approved by shareholders in 2003. All
employees, including Executive Directors, are eligible to participate after
continuous employment of twelve months. Current legislation limits the
maximum amount which can be saved to 1,500 per tax year (125 per
month). Deductions are made from employees monthly gross pay, before
deduction of tax and National Insurance, and shares are bought at the market
price. Employees also receive matching shares from the Company on a ratio
of one share for every two bought by the employee. Subject to the Rules, the
shares normally need to be held in trust for five years in order for employees
to enjoy the full benefits of the plan. There are no performance conditions.
Although the plan rules provide for annual awards of up to 100% of base pay,
it is intended to award long term share incentives to Executive Directors at
50% of base pay in February 2006, with lower level awards for less senior
positions in accordance with the policy noted above.
Non-Executive Directors are not eligible to participate in any of the
Company's employee share plans.
Pension Scheme
The Company operates an Inland Revenue approved contributory defined
benefit occupational pension scheme for its eligible employees with a normal
pension age of 65. Executive Directors are also included in the scheme but
have a normal pension age of 60. The Company pays contributions to fund
additional benefits provided to Executive Directors and a former Company
Secretary. Spouses' and children's pensions on death in service are also
payable together with life assurance cover. Executive Directors, senior
executives and employees contribute 7% of salary. The accrued pension
increases to which each Director has become entitled during the year are set
out on page 54.
The defined benefit scheme was closed to new entrants with effect from 1st
October 2001. From that date eligible new entrants are able to join an Inland
Revenue approved contracted-in defined contribution occupational pension
scheme. Employees contribute between 3% and 5% of salary to this scheme.
Life assurance cover is also provided.
The Committee is reviewing the position arising from the impact of the new
pensions legislation to be introduced from 6th April 2006. It is not anticipated
that additional costs will be incurred as a result of the changes.
52
Remuneration report
Service contracts
The Executive Directors have one year rolling service agreements and it is
the Company's intention to continue with this policy. Mr P Callcutt's and Mr D
P Darby's agreements are dated 25th January 2005. Mr S Stone's terms of
appointment have been agreed following his promotion. His pensionable
base pay is limited to 322,000, subject to annual increase. In the event of a
change of control, he will be entitled to a sum representing one year's salary
and benefits if his employment is terminated within three months of a
change of control becoming effective.
The Chairman has a six months notice period and the Deputy Chairman a
three months notice period.
The expiry dates of the Non-Executive Directors letters of appointment are
noted in the Corporate Governance Report. In the event of early termination
of appointment within 3 months of a change of control, Non-Executive
Directors will be entitled to compensation equivalent to 6 months of the
annual fee if more than 12 months of the appointment is unexpired. The
compensation reduces to 3 months in the last year of appointment.
Performance graph
The graph below shows the total shareholder return over the last five years
against the FTSE 250 share index. The FTSE 250 index has been selected for
comparison as the Company is a constituent of that index as are the
Company's key competitors.
The graph shows the theoretical growth in the value of a shareholding over
the specified period, assuming that dividends are re-invested to purchase
additional units of equity.
Total Shareholder Return Graph
400
Crest Nicholson
350
300
250
200
150
FTSE 250
100
50
2000
Audited Information
2002
2001
2003
2004
2005
Directors' remuneration
The remuneration of the individual Directors was:
Chairman
J W Matthews
Chief Executive
J Callcutt
Executive Directors
P Callcutt
D P Darby
S Stone
Non-executive Directors
R S Lidgate
R T Scholes
L J Wigglesworth
Salary
/fees
000
Performance
related bonus
000
Benefits
in kind
000
2005
Total
000
2004
Total
000
95
95
95
398
54
25
477
759
224
230
315
31
32
43
20
21
14
275
283
372
396
413
577
34
34
34
34
34
34
33
33
33
1,364
160
80
1,604
2,339
Emoluments include fees paid to the Chairman and the Non-Executive Directors totalling 197,000 (2004 194,000).
Aggregate gains at the point of exercise of share options were 24,000 (2004 8,000).
Benefits in kind principally include car benefits and medical expenses insurance.
53
Remuneration report
Directors' interests pension benefits
The Company provides pension entitlements to Directors that are defined benefit in nature. Details of the entitlements of those who served as Directors
during the year are as follows:
Accrued
benefit at
year end
Increase in
accrued benefit
in year
Increase in
accrued benefit
in year
000
(1)
000
258
88
14
54
23
14
4
11
J Callcutt
P Callcutt
D P Darby
S Stone
Transfer
value of
benefit at
start of year
(2)
000
Transfer
value of
increase in
benefit
(1)&(3)
000
30
16
5
12
401
204
58
120
3,814
986
126
432
000
Transfer
Change in
value of transfer value
benefit at
in year
end of year
(3)
000
000
4,786
1,331
204
605
952
334
74
167
LTIP
Shares
Share
Options
Ordinary
Shares
259,289
130,836
59,178
187,742
-
78,714
136,978
39,435
45,319
-
212,182
164,005
111,203
730
4,000
206,091
6,175
Share
Options
Beneficial
J W Matthews
J Callcutt
P Callcutt
D P Darby
R S Lidgate
R T Scholes
S Stone
L J Wigglesworth
212,182
164,005
111,781
11,308
4,000
235,527
6,175
63,106
29,781
69,333
-
63,106
29,781
110,900
-
278,843
131,607
28,304
190,809
-
78,714
106,822
18,561
5,521
-
Since 31st October 2005, Mr J Callcutt has increased his holding in the ordinary shares of the Company by 3,714 shares following the exercise of his
SAYE option. Mr P Callcutt, Mr D P Darby and Mr S Stone have each increased their holdings in the ordinary shares of the Company by 130 shares as a
result of participation in the Share Incentive Plan. All the other interests of the Directors in the share capital of the Company are unchanged at the date
of these accounts.
Non-beneficial
In common with all employees and former employees of the Crest Nicholson Group, the Executive Directors have a non-beneficial interest, as potential
beneficiaries, in the 278,544 ordinary shares in the Company held by the trustees of The Crest Nicholson Employee Share Ownership Trust.
54
Remuneration report
Directors' interests - share options
The options over the Company's ordinary shares set out in the above table are as follows:
J Callcutt
Performance Related Options
1994 Executive Scheme
2004 Executive Scheme
Savings Related Options
1998 Scheme
P Callcutt
Performance Related Options
1994 Executive Scheme
D P Darby
Performance Related Options
1994 Executive Scheme
2004 Executive Scheme
Savings Related Options
1998 Scheme
S Stone
Performance Related Options
2004 Executive Scheme
Savings Related Options
1998 Scheme
Note
At
31.10.04
(iii)
(vi)
75,000
-
(i)
(ii)
(iii)
(iv)
(vi)
(v)
(vi)
(vi)
At
31.10.05
Date of
Grant
75,000
-
3.2.99
10.2.05
129p 2002-2009
383p 2008-2015
3,714
3,714
7.8.00
105p 2005-2006
78,714
78,714
50,000
20,000
20,000
9,000
-
50,000
20,000
20,000
9,000
30,156
10.2.97
6.2.98
3.2.99
28.1.00
10.2.05
91p
112p
129p
138p
383p
6,529
1,293
6,529
1,293
14.8.01
30.7.03
170p 2006-2007
186p 2006-2007
106,822
136,978
30,874
1.2.02
10.2.05
211p 2005-2012
383p 2008-2015
8,561
8,561
30.7.03
186p 2008-2009
18,561
39,435
42,036
10.2.05
383p 2008-2015
2,664
619
7.8.00
27.7.04
26.7.05
105p 2005-2006
283p 2007-2008
306p 2008-2009
10,000
-
2,857
2,664
-
Granted
Exercised
Note (vii)
52,610
Lapsed
(52,610)
30,156
(10,000)
30,874
42,036
(2,857)
619
5,521
Option
price
Exercise
Period
2000-2007
2001-2008
2002-2009
2003-2010
2008-2015
45,319
Notes
(i) These options were granted subject to the additional condition that they may not
normally be exercised unless, in respect of a minimum of any three consecutive
financial years commencing on or after 1st November 1996, the increase in the
earnings per share has exceeded inflation (as measured by the RPI) by an average
of at least 5% per annum. This condition was satisfied by the earnings per share
achieved in the three years ended 31st October 1999.
(ii) These options were granted subject to the same additional condition as the options
granted under note (i) with the exception that the three consecutive financial years
commence on or after 1st November 1997. This condition was satisfied by the
earnings per share achieved in the three years ended 31st October 2000.
(iii) These options were granted subject to the same additional condition as the options
granted under note (i) with the exception that the three consecutive financial years
commence on or after 1st November 1998. This condition was satisfied by the
earnings per share achieved in the three years ended 31st October 2001.
(iv) These options were granted subject to the same additional condition as the options
granted under note (i) with the exception that the three consecutive financial years
commence on or after 1st November 1999. This condition was satisfied by the
earnings per share achieved in the three years ended 31st October 2002.
(v) These options were granted subject to the same additional condition as the options
granted under note (i) with the exception that the three consecutive financial years
commence on or after 1st November 2001. This condition was satisfied by the
earnings per share achieved in the three years ended 31st October 2004.
(vi) These options were granted subject to the same additional condition as the options
granted under note (i) with the exception that the increase in earnings per share is
measured over one fixed period of three consecutive financial years commencing on
1st November 2004.
(vii) On 1st February 2005 Mr Darby exercised executive options over 10,000 shares at
the exercise price of 211p when the market price was 367p. Mr Darby retained all
the shares and the notional gain at the point of exercise was 15,600. On 6th
October 2005 Mr Stone exercised savings related options over 2,857 shares at the
exercise price of 105p when the market price was 402p. Mr Stone retained all the
shares and the notional gain at the point of exercise was 8,485.
(viii) All the above options may be exercised earlier in certain circumstances such as
leaving due to injury, disability or redundancy etc.
(ix) The middle market price of an ordinary share on 1st November 2004 was 333p and
at the close of business on 31st October 2005 was 394p. During the year the middle
market price ranged between 333p and 447p.
(x) No payment is made for the grant of any option and no performance related options
are granted at a discount to market price.
55
Remuneration report
Directors' interests - long term incentive plan
J Callcutt
P Callcutt
D P Darby
S Stone
Date of Award
Price on Award
Awards at
31.10.04
Awarded
Vested
Awards at
31.10.05
31.1.01
7.3.02
6.2.03
10.2.04
10.2.05
194p
243.5p
204.5p
348p
383p
72,164
66,478
87,041
53,160
-
52,610
(72,164)
-
66,478
87,041
53,160
52,610
278,843
52,610
(72,164)
259,289
30,927
30,595
42,787
27,298
-
30,156
(30,927)
-
30,595
42,787
27,298
30,156
131,607
30,156
(30,927)
130,836
28,304
-
30,874
28,304
30,874
28,304
30,874
59,178
45,103
44,353
61,124
40,229
-
42,036
(45,103)
-
44,353
61,124
40,229
42,036
190,809
42,036
(45,103)
187,742
31.1.01
7.3.02
6.2.03
10.2.04
10.2.05
10.2.04
10.2.05
31.1.01
7.3.02
6.2.03
10.2.04
10.2.05
194p
243.5p
204.5p
348p
383p
348p
383p
194p
243.5p
204.5p
348p
383p
Notes
(i) The conditional rights to shares awarded on 31st January 2001 vested in full on 26th January 2005 when the middle market price was 375p per share.
(ii) The conditional rights to shares awarded on 10th February 2005 will not normally vest for a period of 3 years and only then if defined performance criteria are met. All prior
awards are subject to the same conditions except that they will not normally vest for a period of 4 years.
J Callcutt
P Callcutt
S Stone
Date of Award
Price on Award
Awards at
31.10.04
Awarded
Vested
Awards at
31.10.05
6.2.03
10.2.04
204.5p
348p
39,578
23,528
39,578
23,528
63,106
63,106
18,215
11,566
18,215
11,566
29,781
29,781
41,567
52,811
16,522
(41,567)
-
52,811
16,522
110,900
(41,567)
69,333
6.2.03
10.2.04
1.2.02
6.2.03
10.2.04
204.5p
348p
210.5p
204.5p
348p
Notes
(i) The rights to shares awarded on 1st January 2002 vested in full on 1st February 2005 when the middle market price was 367p per share.
(ii) The deferred shares were awarded under a bonus scheme that has been discontinued. The shares will normally vest three years after the date of award (or earlier in certain
circumstances). The rights to the shares will be forfeited if the executive leaves voluntarily prior to the three year vesting date.
56
2002
m
2003
m
2004
m
2005
m
392.9
193.2
515.5
180.9
550.5
23.9
643.2
-
714.3
-
586.1
696.4
574.4
643.2
714.3
59.6
1.2
79.2
(3.4)
87.3
-
94.9
-
94.9
-
60.8
75.8
87.3
94.9
94.9
15.2%
15.4%
15.9%
14.8%
13.3%
49.3
1.2
66.3
(3.3)
74.6
-
82.1
-
79.2
-
50.5
63.0
74.6
82.1
79.2
1,543
186,700
10,424
185,800
11,862
1,899
225,100
10,760
197,600
13,735
1,936
239,300
13,204
187,900
13,236
2,524
210,000
15,060
192,200
13,182
2,486
219,600
14,945
184,500
12,181
Balance sheet
Shareholders' funds
Net borrowings
214.0
102.5
247.1
131.8
285.8
81.9
328.4
178.4
367.4
160.0
Capital employed
316.5
378.9
367.7
506.8
527.4
Gearing
Return on shareholders' funds (average)
Return on capital employed (average)
48%
25.1%
20.8%
53%
27.3%
21.8%
29%
28.0%
23.4%
54%
26.7%
21.7%
44%
22.8%
18.4%
Ordinary shares
Earnings per share
Dividends per share
Dividend cover
Net tangible assets per share
30.8p
8.0p
3.8x
164p
38.8p
9.5p
4.1x
192p
45.2p
11.0p
4.1x
224p
49.4p
12.3p
4.0x
260p
47.0p
12.9p
3.6x
294p
Housing
Houses sold (units)
Average selling price
Land bank Short term (units)
Average selling price
Land bank Strategic (units)
Note:
The figures for 2001 have been restated to reflect the change in income recognition policy effected in 2002.
The figures for 2003 have been restated for the effect of UITF38 Accounting for ESOP Trusts effected in 2004.
57
Group directory
Crest Nicholson (Chiltern) Limited
Telephone
Fax
Russell Legg
Telephone
Fax
Paul Callcutt
01442 219921
01442 219829
Managing Director
01932 847272
01932 820742
Managing Director
Telephone
Fax
James Moody
Telephone
Fax
Chris Tinker
01277 693230
01277 693277
Managing Director
01932 847272
01932 820742
Managing Director
Telephone
Fax
Bill Box
Telephone
Fax
Colin Smith
01827 60888
01827 62914
Managing Director
01932 847272
01932 858217
Managing Director
01932 700500
01932 700555
Managing Director
01959 564282
01959 564177
Managing Director
58
Shareholder information
Substantial Shareholdings at 25th January 2006
The Company has been notified, in accordance with the Disclosure of Interests in Shares (Amendment) Regulations 1993, of the following substantial interests
in the ordinary share capital of the Company at the date of this report:
Number of
Shares held
26,200,000
7,214,189
4,393,040
4,271,672
% of
total
23.30%
6.41%
3.91%
3.80%
The Directors are not aware of any other person who is beneficially interested in 3% or more of the issued share capital.
Number
of holders
615
406
912
181
191
37
114
% of
Total
25.0
16.5
37.1
7.4
7.8
1.5
4.7
Shares
held
thousands
155,846
331,324
2,187,934
1,294,556
4,278,654
2,568,887
101,589,981
% of
total
0.1
0.3
2.0
1.1
3.8
2.3
90.4
2,456
100.0
112,407,182
100.0
The middle market price of an ordinary share on 1st November 2004 was 333p and at the close of business on 31st October 2005 was 394p.
During the year the middle market price ranged between 333p and 447p.
Financial Calendar
Annual General Meeting
Results Interim
Results Full Year
Dividend payment dates
Interim
Final
Dealing Information
FT Share Price Service 0906 843 2276
TOPIC and SEAQ Number
50748
September
April
The Annual General Meeting will be held at the Runnymede Hotel, Windsor Road, Egham, Surrey on Friday, 7th April 2006 at 12.00 noon. The resolutions to be
proposed appear in a separate Notice of Meeting to be sent to shareholders.
Registrars
Lloyds TSB Registrars
The Causeway, Worthing
West Sussex BN99 6DA
Telephone 0870 600 3964
Web www.lloydstsb-registrars.co.uk
www.shareview.co.uk
59
60
www.crestnicholson.com