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Return of Value 2007 Update on current trading and prospects and proposed Return of Value to Shareholders 14 March 2007
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Return of Value 2007 1 Current trading and prospects Overall trading remains strong EPS* for FY07 anticipated to be at upper end of our expectations Prospects for FY08 trading have further improved reflecting: continuing strong revenue growth sustained reduction in fuel prices Earnings enhancement from: return on additional contributions to pension schemes proposed Return of Value Group’s consolidated net funds expected to be between £130m - £150m at 30 April 2007 * before intangible asset expenses and exceptional items
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Return of Value 2007 2 Drivers of capital structure review Continually seeking to maximise Shareholder value Periodic evaluation of the optimal capital structure Predictable, cash generative nature of Group’s operations has potential to support greater levels of debt Increased level of debt has potential to reduce the Group’s cost of capital and increase Shareholder returns Maintain flexibility to invest in operations and bolt-on acquisitions
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Return of Value 2007 3 Why is recommendation increased from £400m? Further detailed analysis undertaken by the Board and advice taken Improved visibility of future cash flows: West Coast renegotiated with strong prospects Lower fuel prices (further hedging in place) Continued strong revenue growth in UK Bus and Rail Appetite from banking market to provide facilities at acceptable pricing Increasing market acceptance of higher debt levels
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Return of Value 2007 4 Return of Value structure Mechanism Return equivalent to 63 pence per Existing Ordinary Share Issue of redeemable “B” and/or irredeemable “C” Shares Share Capital Consolidation – ratio to be determined Why this structure? Allows all Shareholders to be treated equally Allows Shareholders choice as to when and in what form they receive their cash Clarity as to the quantum and financial effect of the Return of Value Impact of share price Value to Shareholders is not affected by share price or consolidation ratio
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Return of Value 2007 5 Expected timetable 14 March 2007 Trading statement Announcement of Return of Value proposals Late March/early April 2007 – Circular posted to Shareholders Late April /early May 2007 – EGM By 30 June 2007– Return of Value payments to Shareholders
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Return of Value 2007 6 Pensions Reached agreement with Trustees for additional funding of £50m to Stagecoach Group Pension Scheme (“SGPS”) £20m of £50m expected to be paid to SGPS by 30 April 2007 Balance to be paid by 30 June 2007 Remainder of deficit in SGPS expected to be eliminated in 4 years Ongoing employer contributions expected to exceed the net pensions charge to the Group’s income statement
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Return of Value 2007 7 Funding Return of Value to be funded from Group’s available cash balances and bank facilities Bank facilities of approximately £825m arranged, majority of which mature in 2012 Appetite from existing and new banks to lend at acceptable rates
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Return of Value 2007 8 Dividend policy Maintain progressive dividend per share policy Total dividend reduced due to less shares Board has option to change dividend policy in future Illustrative example* 2006/7 market consensus full-year dividend of 4.1 pence 2.6% yield on 160 pence share price On existing dividend policy and £700m return 2007/8 market consensus full-year dividend of 4.4 pence 2.8% yield on 160 pence share price * NOTE: The dividend and yield figures are for illustration only and have been sourced from the Company’s records of analysts’ forecasts. These figures are neither the Company’s forecast nor a statement of the Company’s intended dividend policy.
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Return of Value 2007 9 Impact on analyst forecasts Interest charges on approximately £700m Return of Value 2007/08 (approx 11 months) 2008/09 (full year) Interest charges on additional pension contributions Tax shield on interest Some one-off implementation costs c.£4m Reduction in weighted average ordinary shares Subject to consolidation ratio Ordinary shares currently in issue 1,100.3m Pro-forma Ordinary Shares in issue (illustrative based on 13 March 2007 closing share price) 669.1m Pro-forma 2007/08 weighted average (illustrative based on 13 March 2007 closing share price and mid-May 2007 consolidation date ) 687.0m Adjust for subsequent share issues
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Return of Value 2007 10 Financial ratios considered Net Debt/EBITDA Net Debt/(EBITDA plus dividends from joint ventures) Impact of working capital cash in rail franchises EBITDA/Interest
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Return of Value 2007 11 Conclusion Overall strong trading performance Return of Value is intended to establish a more appropriate and efficient capital structure Maintain financial flexibility to continue investing in operations and bolt-on acquisitions Number of factors led Board to conclude that £700m should be returned to Shareholders before 30 June 2007 Return of Value is conditional upon Shareholder approval Further details on Return of Value to be announced within next two weeks
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