Final Results

Braemar Group PLC 31 January 2006 BRAEMAR GROUP PLC (FORMERLY METRO CAPITAL PLC) CHAIRMAN'S STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2005 These results relate to the period when the Company traded as a cash shell and are prior to the acquisition of The Braemar Group Limited. For the year ended 30 September 2005, operating losses amounted to £167,510 given administrative costs totalled £167,510. Loss before tax and loss per ordinary share amounted to £163,321 and 0.85p respectively. Shareholders' funds amounted to £69,389 at the end of the year and the Company had cash of £89,189. On 7 March 2005 the Company sold its holding of 166,667 ordinary shares in Libertas plc, an AIM traded investment banking company, at a price of 22p per ordinary share (in aggregate amounting to £36,418). The Company made no other investments during the year. Acquisition of The Braemar Group Limited On 9 December 2005 Metro Capital Plc entered into an agreement to acquire the entire issued share capital of The Braemar Group Limited ('Braemar') for consideration of up to £2,485,000. Braemar has created and manages a number of residential property investment funds, via collective and tax efficient investment schemes, targeted at the high net worth individual community. The consideration for the acquisition of Braemar consisted of the issue to the vendors, on completion, of 29,628,334 ordinary shares of 1p each in the Company, £262,150 of convertible loan notes and £709,000 in cash. Further consideration, of up to £625,000, payable in cash and/ or loan notes, will be payable on the achievement of a number of conditions. The Company also raised £1,500,000 by way of a placing of shares at 3 pence per share, the proceeds of which have been used to pay the initial cash consideration, to finance the costs of the acquisition and the placing and to provide additional working capital for the enlarged group. Following completion of the acquisition of Braemar, the board appointed William Martin Robinson as Executive Chairman, Marc Joel Duschenes as Managing Director and David Gordon Maclean was appointed as an executive director. Principal Shareholders Since the placing in December and the acquisition of Braemar, the largest shareholders are now Marc and Jennie Duschenes who hold 19,295,000 shares representing 19.53 per cent. of the issued share capital, and Wheddon Limited who hold 20,666,666 shares representing 20.92 per cent. of the issued share capital. Wheddon Limited is ultimately owned by Investec Trust (Guernsey) Limited as Trustee for the Tchenguiz Family Trust. The largest shareholder at 30 September 2005 was Minlay Ltd, a company controlled by Gordon Maclean, a director of the Company, with 10,000,000 shares, approximately 52.17 per cent. of the issued capital. Minlay has retained its shareholding, representing 10.12 per cent. of the enlarged issued share capital. Braemar Group plc is based in Manchester. Martin Robinson Chairman Dated: 31 January 2006 For further information please contact: Martin Robinson - Executive Chairman Tel: 0161 929 4969 Marc Duschenes - Managing Director Tel: 0161 929 4969 Charles Ryland - Buchanan Communications Tel: 0207 466 5000 Alex Clarkson - Zeus Capital Limited Tel: 0161 831 1512 DIRECTORS' REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2005 The directors present their report and accounts for the year ended 30 September 2005. Principal activities The principal activity of the company is that of general consultancy services. Results and dividends The loss for the year after taxation amounted to £163,321. Post balance sheet events On 9 December 2005, the Company entered into an agreement to acquire the entire issued share capital of The Braemar Group Limited for consideration of up to £2,845,000. Full details are given in the Chairman's Statement on page 1. Directors and their interests The directors at 30 September 2005 and their beneficial interests in the shares of the company were: Ordinary shares of 1p each 30 September 2005 1 October 2004 D G Maclean 10,000,000 10,000,000 A B S McFarland 833,333 833,333 On 7 December 2005, M.J. Duschenes was appointed as Director. On 7 December 2005, W M Robinson was appointed as Chairman and as Company Secretary. Charitable contributions During the year the company made charitable donations of £790 (2004: £-). Creditor payment policy The company has no formal policy in connection with making payments to its suppliers, however, it endeavours to pay all suppliers promptly. Auditors A resolution proposing the reappointment of H W Fisher & Company as auditors will be put to the members at the next Annual General Meeting. On behalf of the Board W M Robinson Secretary Dated: 31 January 2006 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 of the profit or loss of the company for that period. In preparing those accounts, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; - state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts; - prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the accounts comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS We have audited the accounts of Braemar Group plc (formerly Metro Capital Plc) for the year ended 30 September 2005 set out on pages 5 to 14. These accounts have been prepared under the historical cost convention and the accounting policies set out on page 8. This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As described on page 2 the company's directors are responsible for the preparation of the accounts in accordance with applicable law and United Kingdom Accounting Standards. Our responsibility is to audit the accounts in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards. We report to you our opinion as to whether the accounts give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the accounts, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed. We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it. Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the accounts are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the accounts. Opinion In our opinion the accounts give a true and fair view of the state of the company's affairs as at 30 September 2005 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985. H W Fisher & Company Chartered Accountants Registered Auditor Acre House 11-15 William Road London NW1 3ER United Kingdom Dated: 31 January 2006 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 SEPTEMBER 2005 Period ended 30 September 2005 2004 Notes £ £ Administrative expenses (167,510) (224,309) ---------- ---------- Operating loss 2 (167,510) (224,309) Other income 5 4,189 832 ---------- ---------- Loss on ordinary activities (163,321) (223,477) before taxation Tax on loss on ordinary 6 - - activities ---------- ---------- Loss on ordinary activities (163,321) (223,477) after taxation Accumulated loss brought forward (223,477) - ---------- ---------- Accumulated loss carried forward (386,798) (223,477) ========== ========== Loss per share 7 - Basic 0.85p 1.17p ========== ========== - Diluted 0.85p 1.17p ========== ========== The profit and loss account has been prepared on the basis that all operations are continuing operations. There are no recognised gains and losses other than those passing through the profit and loss account. BALANCE SHEET AS AT 30 SEPTEMBER 2005 2005 2004 Notes £ £ £ £ Fixed assets Investments 8 - 50,015 Current assets Debtors 9 6,581 3,098 Cash at bank and in hand 89,189 200,000 ---------- ---------- 95,770 203,098 Creditors: amounts falling due 10 (26,381) (20,403) within one year ---------- ---------- Net current assets 69,389 182,695 ---------- ---------- Total assets less current 69,389 232,710 liabilities ========== ========== Capital and reserves Called up share capital 11 191,666 191,666 Share premium account 12 264,521 264,521 Profit and loss account (386,798) (223,477) ---------- ---------- Shareholders' funds - all 13 69,389 232,710 equity interests ========== ========== The accounts were approved by the Board on 31 January 2006 D G Maclean Director CASH FLOW STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2005 Period ended 30 September 2005 2004 Notes £ £ Net cash outflow from operating 14 (149,766) (208,656) activities Returns on investments and servicing of finance Interest received 4,189 832 ---------- ---------- Net cash inflow from returns 4,189 832 on investments and servicing of finance Capital expenditure and financial investment Payments to acquire investments - (50,015) Receipts from sales of 36,418 - investments ---------- ---------- Net cash inflow/(outflow) from 36,418 (50,015) capital expenditure and financial investment ---------- ---------- Net cash outflow before financing (109,159) (257,839) Financing Issue of ordinary share capital - 456,187 ---------- ---------- Net cash inflow from financing - 456,187 ---------- ---------- (Decrease)/increase in cash 15 (109,159) 198,348 ========== ========== NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 30 SEPTEMBER 2005 1 Accounting policies 1.1 Basis of preparation The accounts have been prepared under the historical cost convention. 1.2 Investments Fixed asset investments are stated at cost less any provision for permanent diminution in value. 1.3 Deferred taxation Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the accounts. Deferred tax is not provided on timing differences arising from the revaluation of fixed assets where there is no commitment to sell the assets. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted. 1.4 Comparatives The comparatives are for the six month period from 1 April 2004 to 30 S eptember 2004. 2 Operating loss 2005 2004 £ £ Operating loss is stated after charging: Auditors' remuneration 3,525 3,525 Remuneration of auditors for non-audit work 2,350 4,075 ========= ========= 3 Directors' emoluments 2005 2004 £ £ Aggregate emoluments 17,678 7,322 ========= ========= 4 Employees Number of employees There were no employees during the year. 5 Other income 2005 2004 £ £ Interest receivable and similar income 4,189 832 ========= ========= NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 30 SEPTEMBER 2005 6 Tax on loss on ordinary activities £ £ £ £ Current tax UK corporation tax Current tax on income for the - - period ---------- ---------- - - ---------- ---------- Current tax charge - - ========== ========== Factors affecting the tax charge for the year Loss on ordinary activities before taxation (163,321) (223,477) ========== ========== Loss on ordinary activities before taxation (48,996) (67,043) multiplied by standard rate of UK corporation tax of 30.00% (2004: 30.00%) Effects of: Expenses not deductible for tax purposes 9,870 44,182 Movement in tax losses 39,126 22,861 ---------- ---------- Current tax charge - - ========== ========== The company has estimated losses of £206,623 available for carry forward against future trading profits. A deferred tax asset of £61,987 (£2004: £22,861) arises on these losses. This asset has not been recognised in these accounts because there is insufficient certainty over its recoverability. 7 Earnings per share The calculation of the basic earnings per share and diluted earnings per share is based on the loss attributable to ordinary shareholders of £163,321 (2004: £223,477), divided by the weighted average number of shares in issue during the year. The weighted average number of shares used on the calculations are set out below: 2005 2004 19,166,666 19,166,666 ========== ========== NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 30 SEPTEMBER 2005 8 Fixed asset investments Listed investments £ Cost At 1 October 2004 50,015 Disposals (50,015) ---------- At 30 September 2005 - ========== At 30 September 2004 50,015 ========== Market value £ At 30 September 2005 - ========== At 30 September 2004 45,000 ========== 9 Debtors 2005 2004 £ £ Prepayments and accrued income 6,581 3,098 ========== ========== 10 Creditors: amounts falling due within one year 2005 2004 £ £ Bank overdrafts - 1,652 Trade creditors 16,906 8,813 Other creditors 1,850 - Accruals and deferred income 7,625 9,938 ---------- ---------- 26,381 20,403 ========== ========== NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 30 SEPTEMBER 2005 11 Share capital 2005 2004 £ £ Authorised 100,000,000 Ordinary shares of 1p each 1,000,000 1,000,000 ========== ========== Allotted, called up and fully paid 19,166,666 Ordinary shares of 1p each 191,666 191,666 ========== ========== On 17 May 2004 the Company entered into a Warrant deed with Beaumont Cornish in relation to the Company's Ordinary Shares exercisable by Beaumont Cornish prior to the third anniversary of the date of Admission to AIM, to subscribe for 333,333 Ordinary Shares at the Subscription Price. 12 Statement of movements on reserves Share premium account £ Balance at 1 October 2004 and at 30 September 2005 264,521 ========== 13 Reconciliation of movements in shareholders' funds 2005 2004 £ £ Loss for the financial year (163,321) (223,477) New share capital subscribed - 456,187 ---------- ---------- Net (depletion in)/addition to shareholders' funds (163,321) 232,710 Opening shareholders' funds 232,710 - ---------- ---------- Closing shareholders' funds 69,389 232,710 ========== ========== 14 Net cash outflow from operating activities 2005 2004 £ £ Reconciliation to operating loss: Operating loss (167,510) (224,309) Loss on disposal of fixed asset investments 13,597 - Increase in debtors (3,483) (3,098) Increase in creditors 7,630 18,751 ---------- ---------- (149,766) (208,656) ========== ========== NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 30 SEPTEMBER 2005 15 Reconciliation of net cash flow to movement in net cash 2005 2004 £ £ (Decrease)/increase in cash (109,159) 198,348 Net cash at 1 October 2005 198,348 - ---------- ---------- Net cash at 30 September 2005 89,189 198,348 ========== ========== 16 Analysis of net cash At 1 Cash flow At 30 October September 2004 2005 £ £ £ Cash at bank and in hand 200,000 (110,811) 89,189 Bank overdrafts (1,652) 1,652 - ---------- ---------- ---------- 198,348 (109,159) 89,189 ========== ========== ========== 17 Related party transactions The Company during the period received the provision of accomodation and professional services from Minlay Limited, a company controlled by D.G.Maclean. The amount paid during the period amounted to £67,090 (2004: £32,192). During the year D.G. Maclean incurred expenses of £1,850 on behalf of the Company and this balance remains outstanding at the balance sheet date. 18 Controlling parties The ultimate holding company is Minlay Limited and the ultimate controlling party D.G. Maclean by virtue of his 100% interest in the share capital of Minlay Limited. Post 9 December 2005, there is no controlling party. NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 30 SEPTEMBER 2005 19 Post balance sheet events On 5 December, the company acquired the entire issued share capital of The Braemar Group Limited, which manages residential property investment funds via collective and tax efficient investment schemes. The consideration for the acquisition of The Braemar Group Limited comprises the issue of 29,628,334 ordinary shares of 1p each (Consideration Shares) representing 29.99% of the enlarged issued share capital of the company, £262,150 of unsecured convertible loan notes and £709,000 in cash. Further consideration of up to £625,000 in either cash or unsecured convertible loan notes is payable on the achievement of several conditions. On 7 December 2005 the company raised £1,500,000 through the placement of 50,000,000 ordinary shares of 1p per share (Placing Shares) at a price of 3p per share. Application was made for the Placing Shares and the Consideration Shares to be admitted, and for the existing 19,166,666 ordinary shares of 1p each (Existing Ordinary Shares) to be re-admitted to trading on AIM and dealings commenced on 7 December 2005. The Placing Shares and Consideration Shares will rank pari passu with the Existing Ordinary Shares. Following the issue of the Placing Shares and the Consideration Shares, the number of ordinary shares in issue is 98,795,000. On 14 December 2005, Metro Capital Plc changed its name to Braemar Group Plc This information is provided by RNS The company news service from the London Stock Exchange

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