Centaur Holdings plc - Hemscott IR
Centaur Holdings plc - Hemscott IR
Centaur Holdings plc - Hemscott IR
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Notes to financial statements<br />
20<br />
Provisions for liabilities and charges<br />
Group<br />
Onerous<br />
Actual Interest Deferred Restructuring Group<br />
2004 Deferred tax Rate swap consideration provisions Actual 2004<br />
£’000 £’000 £’000 £’000 £’000<br />
At 30 October 2003 - - - - -<br />
Acquired with subsidiary undertaking - 103 2,500 1,024 3,627<br />
Utilised in the period - (57) - (183) (240)<br />
At 30 June 2004 - 46 2,500 841 3,387<br />
Group Deferred tax Onerous Group<br />
Pro forma (see deferred Interest Deferred Restructuring Pro forma<br />
2004 tax note 21) Rate swap consideration provisions 2004<br />
£’000 £’000 £’000 £’000 £’000<br />
At 1 July 2003 247 360 - 1,390 1,997<br />
Arising in the year - - 2,500 - 2,500<br />
Utilised in the period (247) (314) - (549) (1,110)<br />
At 30 June 2004 - 46 2,500 841 3,387<br />
(a) Onerous interest rate swap contract<br />
In 2001 <strong>Centaur</strong> Communications Ltd entered<br />
into an interest rate swap arrangement, under<br />
which the variable rate applying to a principal<br />
amount of £10,000,000 of a term loan is<br />
swapped to a fixed rate of 5.88% until 1<br />
November 2004. Following the repayment of the<br />
term loan the company fully provided for this<br />
onerous interest rate agreement and the<br />
provision is adjusted to market value at each<br />
period end. On 10 March 2004, the date of<br />
acquisition of the <strong>Centaur</strong> Communications<br />
Group, the market value of the provision was<br />
£103,000 and at 30 June 2004 the market value<br />
of the provision was £46,000.<br />
(b) Deferred Consideration<br />
Prior to its acquisition by <strong>Centaur</strong> <strong>Holdings</strong> <strong>plc</strong>,<br />
the <strong>Centaur</strong> Communications Group acquired<br />
100% of the share capital of the Synergy<br />
Software Group ("Synergy") for a total<br />
consideration of £3,742,000. The total<br />
consideration includes a deferred element that is<br />
payable based on the operating profits of<br />
Synergy up to 30 June 2007. At 30 June 2004 a<br />
provision of £2,500,000 is held as the Directors’<br />
best estimate of this deferred payment.<br />
(c) Restructuring provisions<br />
In August 2002, the <strong>Centaur</strong> Communications<br />
Group disposed of its subsidiary companies<br />
Lawtel Limited and Consultancy Europe<br />
Associates Limited, the online legal reporting<br />
business, to Thomson Legal and Regulatory<br />
Europe Limited. The resulting profit on disposal<br />
was £15,385,000.<br />
As a result of the above disposals, the <strong>Centaur</strong><br />
Communications Group was left with a<br />
substantial amount of idle property. This resulted<br />
in an exceptional charge to the Group of<br />
£1,777,000 in the year ended 30 June 2003.<br />
On 10 March 2004, the date of acquisition of the<br />
<strong>Centaur</strong> Communications Group, an amount of<br />
£1,024,000 remained provided and at 30 June<br />
2004 an amount of £841,000 remained provided.<br />
(d) Deferred tax<br />
At 30 June 2003 the <strong>Centaur</strong> Communications<br />
Group held a provision in respect of a net<br />
deferred tax liability of £247,000.<br />
At 9 March 2004 the <strong>Centaur</strong> Communications<br />
Group held a net deferred tax asset of<br />
£2,164,000 and at 30 June 2004 the Group held<br />
a net deferred tax asset of £995,000. The details<br />
of these deferred tax positions are fully reflected<br />
in the "Deferred tax" note below (note 21).<br />
<strong>Centaur</strong> <strong>Holdings</strong> <strong>plc</strong><br />
42 Review 03/04