Associated British Engineering : ABE Announcement re Accounts to 30 September 2020

Company Registration No. 00110663 (England and Wales)

ASSOCIATED BRITISH ENGINEERING PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED

30 SEPTEMBER 2020

ASSOCIATED BRITISH ENGINEERING PLC

Company Registration No. 00110663 (England and Wales)

REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2020

CONTENTS	Page
Financial highlights	1
Chairmen's statement	2
Directors' report	3
Strategic report	6
Report of the independent auditor - Group	9
Group and Parent Company accounting policies	14
Consolidated income statement	20
Consolidated statement of comprehensive income	21
Group statement of financial position	22
Group statement of changes in equity	23
Group cash flow statement	24
Notes to the Group financial statements	25
Company statement of financial position	37
Company statement of changes in equity	48
Company cash flow statement	49
Notes to the Company financial statements	40
Statement of directors' responsibilities	46
Corporate governance report	47
Directors' remuneration report	52
Directors, registered office and advisers	55

The Directors' Report on pages 3 to 5 and the Directors' Remuneration Report on pages 52 to 54 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the directors for these reports is owed solely to Associated British Engineering plc.

The directors submit to the members their Report and Accounts for the Group for the period ended 30 September 2020. Pages 1 to 8 and 47 to 55, including the Financial Highlights, Chairmen's Statement, Directors' Report, Strategic Report, Corporate Governance Report, Directors' Remuneration Report and the Directors, Registered Office and Advisers page form part of the Report of the Directors.

ASSOCIATED BRITISH ENGINEERING PLC

FINANCIAL HIGHLIGHTS

	30 Sep	31 Mar
	2020	2019
	£'000	£'000
REVENUE	165	1,134
OPERATING PROFIT/ (LOSS)	139	(1,742)
PROFIT/ (LOSS) BEFORE TAXATION	145	(1,810)
NET ASSETS/ (LIABILITIES)	591	(3,708)
BASIC PROFIT/ (LOSS) PER 2.5p ORDINARY SHARE	263.0p	(84.5p)
EQUITY SHAREHOLDERS' FUNDS PER 2.5p ORDINARY SHARE	£0.29	(£1.81)

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ASSOCIATED BRITISH ENGINEERING PLC

CHAIRMEN'S STATEMENT

FOR THE PERIOD ENDED 30 SEPTEMBER 2020

The shareholders of Associated British Engineering Plc (ABE) will be disappointed that the operations of its main subsidiary British Polar Engines Ltd (BPE) failed to improve since the last annual accounts and up to the beginning of 2020 to a sufficient degree to counter the drag of the historic pension fund liabilities. Following a period of marketing and approval at the shareholder meeting held on 3 August 2020, the Group disposed of its shareholding in BPE together with its loan to that company. Consequently as at 30 September 2020 the Group had one remaining subsidiary, Akoris Trading Limited, and some investments.

The actuarial increases to the liabilities of the pension fund together with judgement of likely future actuarial movements meant that there seemed to be no end in sight to actuarial increases and reducing the deficit. While the disposal of BPE is regrettable it had proved necessary for the future of BPE for it to combine with another business.

You will see from our financial numbers and the balance sheet that in the period our net assets have improved by over £4 million. This is due primarily to the Pension Fund no longer being a liability of the Group as at 30 September 2020. We are unable to comment on the trading of BPE as we have been denied access to the accounts of our former subsidiary. We do not believe that this impacts in any way on our balance sheet position as at 30 September 2020.

It is hoped that the BPE staff and the business at Helen Street will prosper under its new ownership with a more diverse business model and that BPE will contribute profits for its new owners. We take this opportunity to thank all of our former group employees for their support over many years and especially from the start of the Pandemic in early 2020.

The Board has, meanwhile, taken the opportunity to again reduce the cost base of the remaining parts of the Associated British Engineering Plc group. Since the year end the investments have made a useful gain in value and the company has started the process of diversifying the investments. It is expected that these and future capital gains will be tax free due to inherited capital gains tax losses; the Board will take the opportunity to liquidate investments and invest for future growth when suitable opportunities occur.

Your company is now in a position to talk to potential acquisitions without having to consider the impact of the pension fund and related historical deficits. Your Board is now committed to using all its efforts to identifying and acquiring a new business with growth potential and hopefully showing profits for our group and a financial return for our patient shareholders.

Rupert Pearce Gould and Colin Weinberg

Chairmen

Date: 30 March 2021

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ASSOCIATED BRITISH ENGINEERING PLC

DIRECTORS' REPORT

FOR THE PERIOD ENDED 30 SEPTEMBER 2020

The directors submit their report and audited accounts for the period ended 30 September 2020.

RESULTS AND DIVIDENDS

The Group's profit after tax and exceptional items amounted to £144,800 (2019: £1,731,000 loss). The directors

are unable to recommend a dividend on the ordinary shares for the period (2019: £Nil per ordinary share).

DIRECTORS

The names of the directors who served during the period from 1 April 2019 to 30 September 2020 are:

Mr C Weinberg	Director
Mr R Pearce Gould	Director

Biographical details of the directors are set out on page 55.

With regard to the appointment and replacement of directors, the Company is governed by its Articles of Association, the Corporate Governance Code, the Companies Act 2006 and related legislation.

In accordance with the Articles of Association Mr R Pearce Gould retires by rotation and, being eligible, offers himself for re-election.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The group has, as permitted by s.234 and s.235 of the Companies Act 2006, maintained insurance cover on behalf of the directors and secretary indemnifying them against certain liabilities which may be incurred by them in relation to the company.

SUBSTANTIAL HOLDINGS

As at 18 February 2021 and at 30 September 2020 the Company had been notified of the following substantial interests, in excess of 3%, in the issued ordinary share capital of the Company:

Shareholders

The Bank of New York (Nominees) Limited

Fiske Nominees Limited (FISKPOOL)

R A Pearce Gould

Stephen Cockburn

Notes

The Bank of New York Nominees owns 12.98% of issued ordinary shares, of which Colin Weinberg. owns 3.44% of issued share capital.

FISKPOOL owns 12.87% of issued ordinary shares, of which Stephen Cockburn has a combined beneficial and non beneficial interest in 7.53% of issued share capital.

Mr Pearce Gould's overall holding is 12.89% of issued ordinary shares, which includes Rulegale below.

Mr Cockburn's overall beneficial and non beneficial interest is 9.18% of issued ordinary shares, including Fiske Nominees above.

C Weinberg	Mr Weinberg's overall holding is 8.22% of issued ordinary
	shares, including Bank of New York above.
Lynchwood Nominees Limited (2006420)	Lynchwood owns 6.74% of issued ordinary shares.
Rulegale Nominees Limited (JAMSCLT)	JAMSCLT owns 5.28% of which Mr R A Pearce Gould has
	all of the issued ordinary shares.
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