Final Results
Graphite Enterprise Trust PLC
15 March 2007
GRAPHITE ENTERPRISE TRUST PLC
UNAUDITED PRELIMINARY STATEMENT OF RESULTS
FOR THE YEAR TO 31 DECEMBER 2006
HIGHLIGHTS OF THE YEAR
Net asset value per share +14.1%
Realisations £88.9m
New investments £80.3m
New commitments £134.6m
Share buy-backs £9.6m
FINANCIAL RESULTS
2006 2005 Change
Net asset value per share 454.6p 398.4p +14.1%
Share price 386.0p 364.3p +6.0%
Total dividends per share * 6.5p 8.8p -26.1%
* 2006: proposed final dividend of 6.5p. 2005: final dividend of 4.3p plus
special dividend of 4.5p
PERFORMANCE
Years to 31/12/06 1 3 5 10
Net asset value per share +14.1% +57.2% +59.6% +217.2%
Share price +6.0% +73.7% +68.9% +213.2%
FTSE All-Share Index +13.2% +45.9% +27.6% +60.0%
Chairman's Statement
Overview
In 2006 the net asset value per share of Graphite Enterprise Trust PLC ('
Graphite Enterprise') rose by 14.1% from 398.4p to 454.6p. This compares with
the increase in our benchmark, the FTSE All-Share Index, of 13.2% in the year.
At the year end shareholders' funds were £374.3 million.
The share price rose by 6.0%. This reflected a widening of the discount between
the share price and the underlying net asset value from 8.6% at the beginning of
the year to 15.1% at the end. At both times the discount was outside its normal
range for the year: the average discount in 2006 (measured quarterly) was 11.7%.
The objective of Graphite Enterprise is to provide shareholders with long term
capital growth. In the five years to 31 December 2006, the net asset value per
share rose by 59.6% and the share price rose by 68.9%. These movements compare
with an increase in the FTSE All-Share Index of 27.6%. Ten year performance has
also been strong, with increases of 217.2% in the net asset value per share,
213.2% in the share price, by comparison with 60.0% in the FTSE All-Share Index.
The increase in net asset value in 2006 was driven by realisations. The largest
gains came from disposals of management buy-out and infrastructure investments.
There were also gains in the company's option over the FTSE 100 Index and in the
mezzanine and quoted portfolios.
Following an exceptional period for realisations, Graphite Enterprise was highly
liquid in 2005, holding substantial cash and near-cash balances. To address
this we increased the rate of commitments to funds, purchased the option over
the FTSE 100 Index and used share buy-backs extensively. We continued with all
these initiatives in 2006, with the result at the year end that the company was
54.1% invested with a further 35.6% exposed to the FTSE 100 Index. Outstanding
commitments to the portfolio exceeded cash and near cash by £52.9 million, or
13.9% of net assets.
Portfolio
Realisations from the investment portfolio remained at a high level in 2006.
The total capital proceeds of £88.9 million represented 51.0% of the value of
the portfolio at the beginning of the year. This continued the pattern of the
previous two years, in both of which proceeds exceeded 50% of opening value, and
contrasts with the average over the previous seven years of 31%. Market
conditions remained favourable for realisations which came from all parts of the
portfolio. Total net realised and unrealised gains from the investment
portfolio were £40.4 million, of which more than half was generated by funds.
Additions to the investment portfolio rose by 76.5% to £80.3 million in 2006.
The new investments were mainly in management buy-outs, with a broad spread in
size and sector, and a focus on Western Europe. The increase in the investment
rate was largely attributable to draw downs of fund commitments made in 2005 and
2006.
Commitments to funds, mainly in the large European buy-out market, continued at
a high level in the year. We made total new commitments of a record amount of
£134.6 million, following commitments of £100.0 million in 2005.
Balance Sheet
At 31 December 2006, the company's net assets were £381.0 million of which
£206.2 million (54.1%) was in the investment portfolio. The company had £145.1
million of cash and near cash, and the option over the FTSE 100 Index was valued
at £29.7 million. The option gave the company exposure of £135.7 million (35.6%
of net assets) to the FTSE 100 Index, leaving assets of £39.1 million (10.3% of
net assets) effectively uninvested.
Following the substantial increase in the level of commitments to funds over the
last two years the proportion of the assets in the investment portfolio has
begun to rise, but the impact has been reduced by the high level of
realisations. If realisations over the last three years had been at the same
level as in the previous seven and nothing else had changed, the investment
portfolio would have accounted for 76.5% of net assets at the end of 2006.
Commitments
As the timing of new investments and realisations in an unquoted portfolio is
unpredictable, the level of investment cannot be controlled precisely. To
ensure that realisation proceeds from the portfolio are reinvested, it is
necessary to make commitments to funds exceeding the level of available cash.
Graphite Enterprise has committed £234.6 million to funds over the last two
years of which £55.2 million had been drawn down by the end of 2006. We expect
to make substantial new commitments again this year. As existing and new
commitments are drawn down, the company should become more fully invested.
Outstanding commitments had risen to a record level of £198.0 million by
December 2006. This represented £52.9 million more than cash and near cash
balances of £145.1 million, or an overcommitment level of 13.9% of net assets.
FTSE Option
We bought the option over the FTSE 100 Index in October 2005 in order to address
the risk of underperformance which would result from holding high levels of cash
in a rising market. The cost of the option was £14.0 million and had the effect
of giving Graphite Enterprise an exposure of £120 million to the FTSE 100 Index
for three years.
Between the date of purchase in October 2005 and 31 December 2006 the FTSE 100
Index rose 21.0% to 6,221. The value of the option, which does not track the
movement in the index precisely until the date of maturity, had increased from
£14.0 million to £29.7 million. The total gain was therefore £15.7 million of
which £9.5 million arose in 2006.
Share buy backs
For a number of years we have followed the policy of enhancing shareholder
returns by buying back shares when they are available in reasonable volumes at
an attractive discount, while maintaining sufficient liquidity for new
investments. Buy back powers were first granted by shareholders in 2000, since
when the company has purchased a total of 13.4 million shares at a total cost of
£40.4 million.
In 2006 we bought back 2.5 million shares at prices between 356p and 391p per
share. This represented 3.0% of the opening share capital. The total cost was
£9.6 million and the average discount was 10.0%. Net asset value per share was
enhanced by 2.3p per share as a result of the buy backs. In January 2007 we
bought back a further 1.7 million shares for a total cost of £6.6 million.
At the AGM in 2006 shareholders renewed the company's powers to buy back shares.
They also gave approval, by disapplying existing shareholders' pre-emption
rights, to make it practical for the company to hold shares in treasury.
Resolutions will be put to the AGM this year to renew both authorities.
Income statement and dividend
Profit after tax attributable to shareholders for the year was £49.4 million, or
58.66p per share. The capital return was £43.1 million or 51.22p per share and
the revenue return, from which dividends are paid, was £6.3 million or 7.44p per
share.
After an exceptional year in 2005, the flow of income remained strong in 2006
although it was at a lower level than in the previous year. The cash and near
cash investments held by the company were the main source of income.
The board is proposing a dividend of 6.5p per share. This represents an
increase in the final dividend of 51.2%, which had been maintained at 4.3p per
share for the previous eight years. As the company also paid a special dividend
of 4.5p in 2005, total dividends will fall by 26.1% from 8.8p to 6.5p.
Looking forward, income from cash and near-cash investments is likely to fall as
the company becomes more fully invested and it may not be replaced by additional
income from the investment portfolio. This may have an impact on the level of
dividend, but it will be possible to smooth any fall by using the revenue
reserves which will represent 12.1p per share after the payment of the proposed
dividend.
Outlook
When Graphite Enterprise was launched in 1981 the private equity market was a
tiny fraction of its current size and it was virtually invisible to the public
eye. In 2006 a record amount, estimated at around £230 billion, was raised for
private equity funds worldwide. The media focus on the sector has become
intense, particularly following the acquisition by private equity funds of large
companies with household names, and a lively public debate is under way. It is
too early to judge the outcome of this debate, but it seems unlikely that it
will significantly undermine the advantages of investing in private equity.
There has also been much recent discussion of overheating in the private equity
market, including claims that valuations have been driven to unsustainable
heights by the availability of cheap debt. Valuations and borrowings have
undoubtedly risen, so that a fall in the economy or in the appetite of lenders
would be likely to result in a setback to the private equity market. In the
absence of such a fall, however, the outlook for the private equity market over
the next twelve months is positive and we expect activity levels to remain high.
John Sclater
March 2007
Manager's Review
In 2006 disposals from the investment portfolio remained at a high level of
£88.9m (2005: £86.2 million) representing 51% of its opening value. Additions
increased from £45.5 million in 2005 to £80.3 million in 2006. Taking into
account net gains of £40.4 million, the investment portfolio ended the year with
a value of £206.2 million, by comparison with £174.4 million at the beginning.
These movements, and the movement in the value of the FTSE Option, are shown in
the table below.
2006 £m Opening Additions Disposals Gains and Closing
value losses value
Investment portfolio 174.4 80.3 (88.9) 40.4 206.2
FTSE Option 20.2 - - 9.5 29.7
Total portfolio 194.6 80.3 (88.9) 49.9 235.9
Disposals
Favourable conditions both in the UK and in continental Europe resulted in
disposals across all parts of the investment portfolio. UK and European
mid-market buy-outs and UK infrastructure investments contributed most to the
total disposals of £88.9 million. Disposals from funds accounted for £61.4
million, or 69.1% of the total, with the balance coming from direct investments.
The disposals in the table below are analysed by sector and geography.
2006 £m UK Continental Rest of world Total
Europe
Mid-market buy-outs 29.3 24.3 - 53.6
Large buy-outs - 4.7 0.6 5.3
Small buy-outs 0.2 - - 0.2
Infrastructure 18.2 - - 18.2
Mezzanine 2.1 7.4 - 9.5
Quoted 2.0 - 0.1 2.1
Total 51.8 36.4 0.7 88.9
The largest disposal of an individual company was U-POL, which was sold in
January. Graphite Capital led this UK mid-market buy-out investment in the
automotive accessories sector in 2002. The investment generated total proceeds
of £14.2 million over its life, representing a multiple of 3.2 times cost and an
internal rate of return of 55.2%.
Elsewhere in the mid-market buy-out sector, the sales of Aster City and the
refinancing of Preh each generated proceeds of £5.8 million. In the
infrastructure sector, the profitable disposal of a number of projects generated
a total of £18.2 million.
Additions
The 76.5% rise in the level of additions to the investment portfolio from £45.5
million in 2005 to £80.3 million in 2006 was largely the result of two factors.
First, the private equity market enjoyed a high overall level of activity and
secondly drawdowns from funds rose following the sharply increased commitments
in 2005. Funds accounted for £62.7 million or 78.1% of the total, with four new
co-investments alongside mid-market buy-out funds and smaller follow-on
investments making up the remaining £17.6 million (21.9%). The table below
analyses the additions during the year:
2006 £m UK Continental Rest of world Total
Europe
Mid-market buy-outs 36.7 3.6 - 40.3
Large buy-outs 4.9 16.2 1.0 22.1
Small buy-outs 5.7 - - 5.7
Infrastructure 4.4 - - 4.4
Mezzanine - 6.7 - 6.7
Quoted - - 1.1 1.1
Total 51.7 26.5 2.1 80.3
Co-investments accounted for the four largest investments in the year. We
invested £8.2 million in Micheldever, the UK's leading independent tyre
distributor, and £7.2 million in Cinque Ports, since renamed to Park Holidays
UK, the third largest holiday home and caravan group in the UK. We made both of
these investments through Graphite Capital Partners VI and alongside the fund as
co-investments. Alongside funds managed by Penta Capital we invested £4.4
million in Ossian Retail, which has a chain of women's fashion stores and a
chain of homeware stores. Both through and alongside Bowmark Capital Partners
III we invested £4.4 million in Design Objectives, a designer and distributor of
papercraft products.
Commitments
Total outstanding commitments rose by 34.1% to £198.0 million in the year. New
commitments exceeded drawdowns and other movements by £50.3 million during the
year.
We made total commitments of £134.6 million (2005: £100.0 million) to eleven
funds during the year. The focus was on large European buy-out funds as we
continued to balance our substantial existing exposure to mid-market buy-outs
with larger buy-outs. We also made our first commitment to a US fund for many
years. The table below gives details of the commitments during the year.
Fund Investment type Focus Total fund Commitment
size
£m £m
Fourth Cinven Fund Large buy-outs Europe 4,379 20.4
Doughty Hanson & Co V Large buy-outs Europe 2,021 16.9
Charterhouse Capital Partners VIII Large buy-outs Europe 2,695 13.9
Euromezzanine 5 Mezzanine France 444 13.9
TDR Capital Fund II Large buy-outs Europe 1,347 13.8
Terra Firma Capital Partners III Large buy-outs Europe 3,504 13.8
Madison Dearborn Capital Partners V Large buy-outs US 3,321 13.0
CVC Tandem Fund Large buy-outs Europe 2,695 10.1
Arcadia II Medium-sized buy-outs Germany 168 10.1
Other 8.7
Total 134.6
Geographic distribution
At 31 December 2006, 72.1% (2005: 67.5%) of the investment portfolio of £206.2
million was in the UK, with 25.4% (2005: 30.1%) in continental Europe and 2.5%
(2005: 2.4%) elsewhere.
We expect to continue to make the majority of investments in the UK and
continental Europe, although the proportion invested in North America is likely
to increase from its current low base.
Country / region % of total
investment
portfolio
UK 72.1 %
France 11.3 %
Germany 4.3 %
Spain 4.0 %
Other European countries 5.8 %
Rest of world 2.5 %
Total 100.0 %
Sector analysis
The portfolio continues to be widely diversified. At 31 December 2006 the
largest exposures were again to the business services and the consumer goods and
services sectors which represented 21.5% and 21.2% of the portfolio respectively
(2005: 25.5% and 16.3% respectively).
The absolute amount invested in the business services sector remained similar to
2005, while additions in excess of disposals during the year increased the
exposure to both the consumer goods and services and the leisure sectors. The
advertising and recruitment sector benefited from valuation uplifts, whilst
exposure to manufacturing and engineering was reduced through disposals.
Sector % of total
investment
portfolio
Business services 21.5%
Consumer goods and services 21.2%
Leisure 12.4%
Manufacturing and engineering 9.6%
Advertising and recruitment 7.8%
Construction and building supplies 6.9%
Merchant banking and finance 6.2%
Retailing 5.2%
Other 9.2%
Total 100.0%
Investment type
The main focus of the portfolio remains on equity-based investments in
medium-sized management buy-outs and similar transactions. These accounted for
59.6% of the portfolio at 31 December 2006 (2005: 63.8%). Large and small
buy-outs comprised 16.4% and 3.7% of the portfolio respectively (2005: 11.6% and
2.4%). Following the substantial commitments to large buy-out funds in the past
two years we expect this category to continue to increase.
Mezzanine and infrastructure investments represented 6.4% and 3.1% of the
portfolio respectively (2005: 8.2% and 4.7%). A further 10.8% of the portfolio
(2005: 8.7%) was held in quoted companies previously held as unquoted companies
before flotation.
The portfolio is therefore concentrated in mature companies and we expect it to
remain so.
Type % of total
investment
portfolio
Medium-sized buy-out 59.6%
Large buy-out 16.4%
Quoted 10.8%
Mezzanine 6.4%
Small buy-out 3.7%
Infrastructure 3.1%
Total 100.0%
Year of investment
In the vintage year table below, value is allocated to the year in which
Graphite Enterprise first invested in each company or project.
The acceleration in the rate of investment in 2006, as well as the continuing
high level of realisations, have resulted in new investments in the last year
making up nearly one third (32.0%) of the investment portfolio (2005: 18.7%).
However there is a similarly high proportion of investments (32.9%) which are
more than five years old (2005: 26.3%).
Year % of total
investment portfolio
2006 32.0%
2005 14.4%
2004 9.0%
2003 6.4%
2002 5.3%
2001 and before 32.9%
Total 100.0%
Investment activity in 2007
In the first two months of 2007 additions of £16.8 million substantially
exceeded realisations of £5.5 million. Large buy-outs in continental Europe
accounted for most of the new investments. We have made no new commitments to
funds since the year end, but are currently considering a number of
opportunities.
Graphite Capital
March 2007
For further information, please contact:
Rod Richards / William Eccles Tel: 020 7825 5300
Graphite Capital
The 30 largest underlying investments
The table below presents the 30 companies in which Graphite Enterprise has the
largest investments by value at 31 December 2006. Those investments may be held
directly, through funds, or in some cases both. Values have been attributed to
investments held through funds by allocating the total value of Graphite
Enterprise's interest in each fund in proportion to the gross value of each
company in that fund's accounts. Values are shown as a percentage of the total
investment portfolio of £206.2 million.
Entity Year of Country / Value as a % of
investment region investment
portfolio
1 Cinque Ports 2006 UK 5.2%
Operator of caravan parks
2 Micheldever 2006 UK 4.0%
Independent distributor of tyres
3 Huntress Search 2000 UK 3.9%
Recruitment consultancy
4 Go Plant 1995 UK 3.8%
Operator of road sweeping vehicles
5 OPD Group* 1991 UK 3.7%
Group of specialist recruitment agencies
6 Wagamama 1996 UK 3.3%
Chain of Japanese noodle restaurants
7 Standard Brands 2001 Europe 3.3%
Manufacturer of branded firelighters
8 Intermediate Capital* 1989 Europe 3.3%
Provider of mezzanine finance
9 Kwik-Fit 2005 Europe 2.4%
Provider of automotive fast-fit services
10 Applied Energy 2001 UK 2.3%
Manufacturer of ventilation and heating
products
11 Weetabix 2004 Global 2.2%
Manufacturer of breakfast cereals
12 Ossian Retail Group 2006 UK 2.1%
Retailer of female fashion and homewares
Entity Year of Country / Value as a % of
investment region investment
portfolio
13 Design Objectives 2006 UK 2.1%
Designer and distributor of papercraft
products
14 NES Group 2006 UK 1.9%
Recruitment agency for technical contractors
15 Leading Edge 2003 UK 1.9%
Printer of self adhesive labels and packaging
16 Golden Tulip 2002 UK 1.6%
Developer and manager of hotels
17 Computacenter* 1985 UK 1.5%
Provider of IT equipment and services to large
organisations
18 Avery Healthcare 2005 UK 1.3%
Owner and operator of care homes for the
elderly
19 PIFC 2002 UK 1.3%
Pensions and employment benefits consultancy
20 Bridgewell* 2001 UK 1.2%
Provider of corporate finance and broking
services
21 Aktrion 2004 UK 1.1%
Provider of managed outsource services
22 Segur Iberica 2004 Spain 1.0%
Provider of security services and products
23 Spie 2006 France 1.0%
Provider of technical contracting services
24 TMP 2006 UK 0.9%
Provider of recruitment, advertising and
related services
25 Integrity Software 2005 UK 0.9%
Provider of software to niche retailers
Entity Year of Country / Value as a % of
investment region investment
portfolio
26 Hellermann Tyton 2006 UK 0.9%
Manufacturer of solutions for communication
networks
27 Elior SA 2006 France 0.9%
Provider of contract catering and facilities
management services
28 Perstorp 2005 Europe 0.9%
Manufacturer of specialty chemicals
29 Moeller 2005 Germany 0.9%
Supplier of electrical components
30 JT Frith 2004 UK 0.9%
Operator of discount warehouses
Total of the 30 largest underlying investments 61.7%
*Quoted
The 15 largest fund investments
The largest funds by value at 31 December 2006 are set out below.
Fund Outstanding Year of Country /
commitment £m commitment region Value £m
1 Graphite Capital Partners VI
Medium-sized buy-outs 17.8 2003 UK 28.9
2 Doughty Hanson & Co IV
Medium-sized and large buy-outs 3.4 2005 Europe 11.2
3 PAI Europe IV
Large buy-outs 9.7 2005 Europe 8.9
4 Candover 2005 fund
Large buy-outs 12.2 2005 Europe 7.5
5 Corpfin Capital Fund II
Medium-sized buy outs - 2000 Spain 7.0
6 Euromezzanine 5
Mezzanine loans to medium sized buy-outs 7.0 2006 France 6.5
7 Activa Capital Fund
Medium-sized buy-outs 2.2 2002 France 4.4
8 Euromezzanine 4
Mezzanine loans to medium sized buy-outs 0.4 2003 France 4.2
9 Deutsche Beteiligungs AG Fund IV
Medium-sized buy outs primarily of 1.9 2000 Germany 4.1
manufacturers
10 Barclays European Infrastructure Fund
Infrastructure projects 2.0 2002 UK 3.9
11 Piper Private Equity Fund III
Small buy-outs of consumer businesses 0.8 2003 UK 3.9
12 Bowmark Capital Partners III
Small buy-outs 2.5 2004 UK 2.9
13 Hicks Muse Tate & Furst Europe Fund
Large buy-outs - 2000 Europe 2.8
14 HSBC Infrastructure Fund I
Infrastructure projects 2.9 2001 UK/Europe 2.8
15 CVC European Equity Partners IV
Large buy-outs 5.3 2005 Europe 2.7
Total of largest 15 fund investments 68.1 101.7
Percentage of total investment portfolio 49.3%
GRAPHITE ENTERPRISE TRUST PLC
Preliminary Statement (unaudited) for the year ended 31 December 2006
SUMMARY CONSOLIDATED BALANCE SHEET (unaudited)
2006 2005
At 31 December £'000s £'000s
Unquoted investments 186,071 159,286
Quoted investments 20,073 15,065
206,144 174,351
FTSE 100 Call Option 29,760 20,254
Total investments held at fair value 235,904 194,605
Net current assets 145,051 149,924
Total assets less current liabilities 380,955 344,529
Minority interests (6,685) (6,389)
Equity attributable to equity holders 374,270 338,140
SUMMARY CONSOLIDATED INCOME STATEMENT (unaudited)
For the year ended
31 December
2006 2005
Revenue Capital Total Revenue Capital Total
£'000s £'000s £'000s £'000s £'000s £'000s
Gains and losses on 10,711 49,993 60,704 14,211 69,589 83,800
investments held at fair
value
Foreign exchange gains and - (705) (705) - (208) (208)
losses
10,711 49,288 59,999 14,211 69,381 83,592
Expense
Investment management charges (1,193) (3,578) (4,771) (1,117) (3,350) (4,467)
Other expenses (920) (82) (1,002) (960) (288) (1,248)
(2,113) (3,660) (5,773) (2,077) (3,638) (5,715)
Profit before tax 8,598 45,628 54,226 12,134 65,743 77,877
Taxation (2,334) 1,071 (1,263) (3,193) 1,142 (2,051)
Profit for the year from 6,264 46,699 52,963 8,941 66,885 75,826
continuing operations
Attributable to:
Equity shareholders 6,264 43,120 49,384 8,941 59,894 68,835
Minority interests - 3,579 3,579 - 6,991 6,991
Basic and diluted earnings 58.66p 78.84p
per share
CONSOLIDATED CASH FLOW STATEMENT (unaudited)
For the year ended 31 December 2006 2005
£'000s £'000s
Operating activities
Sale of portfolio investments 88,904 86,248
Purchase of portfolio investments (79,680) (45,556)
Purchase of FTSE 100 Call Option - (14,028)
Income received from investments 4,398 6,634
Other income 6,733 6,688
Investment management charges paid (4,806) (4,356)
Other expense (1,109) (1,123)
Taxation (1,600) 312
Net cash inflow from operating activities 12,840 34,819
Financing activities
Investments by minority interests 141 205
Distributions to minority interests (2,546) (5,414)
Purchase of ordinary shares (7,515) (14,580)
Equity dividends paid (3,650) (7,678)
Net cash outflow from finance activities (13,570) (27,467)
Net increase in cash and cash equivalents (730) 7,352
Cash and cash equivalents at beginning of year 150,871 143,727
Net increase in cash and cash equivalent (730) 7,352
Effect of changes in foreign exchange rates (705) (208)
Cash and cash equivalents at end of year 149,436 150,871
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited)
For the year ended 31 December 2006 2005
£'000s £'000s
Total equity at the beginning of the year 344,529 296,088
Adoption of IAS 32 and IAS 39 - 83 *
Profit attributable to equity shareholders 49,384 68,835
Profit attributable to minority interests 3,579 6,991
Total profit for the period and total recognised income and 52,963 75,909
expense
Dividends to equity shareholders (3,650) (7,677)
Purchase of ordinary shares (9,604) (14,580)
Net distribution to minority interests (3,283) (5,211)
Total equity at the end of the period 380,955 344,529
*The adoption of IAS 32 and IAS 39 increased shareholders' equity by £83,000 and
had no impact on minority interests.
The Directors propose a final dividend in respect of the year ending 31 December
2006 of 6.5p payable on 31 May 2007 to shareholders who are on the register of
members on 20 April 2007.
The above financial information comprises non-statutory accounts within the
meaning of Section 240 of the Companies Act 1985. The financial information for
the year ended 31 December 2005 has been extracted from published accounts for
the year ended 31 December 2005, which have been delivered, to the Registrar of
Companies and on which the report of the auditors was unqualified.
The Annual General Meeting will be held at 11:30 a.m. on Thursday 24 May 2007 at
The Richmond Room, The Washington Mayfair Hotel, 5/7 Curzon Street, London W1.
The registered office of the Company is 4th Floor, Berkeley Square House,
Berkeley Square, London W1J 6BQ.
For the year ended 31 December 2006 copies of the audited Report and Accounts
will be posted to shareholders on or about 17 April 2007 and copies may be
obtained during normal business hours from the Company's registered office
thereafter.
By order of the Board
Graphite Capital Management LLP
Secretary
15 March 2007
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