Formal Notice

Ocean Wilsons Holdings Ld 11 October 2005 Ocean Wilsons Holdings Limited Press Release Restatement of 2004 Results under International Financial Reporting Standards For 2004 and previous years, Ocean Wilsons Holdings Limited has prepared its Group financial statements under UK Generally Accepted Accounting Principles (UK GAAP). In accordance with EU regulations, the Group is required to adopt International Financial Reporting Standards (IFRS) from 1 January 2005 and prepare its Group financial statements on an IFRS basis. Ocean Wilsons Holdings Limited will report under IFRS, for the first time, in its interim results for the six months to 30 June 2005 (due for release on 25 October 2005). The first full year results to be reported under IFRS will be for the year ended 31 December 2005. The IFRS results for the 2005 half year and the 2005 full year will include comparative IFRS information for the relevant corresponding periods in 2004. The principal adjustments to profit for the year and equity are as follows: 2004 Full year Profit for the year Equity UK GAAP 25.6 147.7 Unrealised gains taken to the income statement 6.4 - Adjustments to finance leases capitalised 1.8 2.6 Change in functional currency 0.8 (5.9) Reversal of proposed dividend - 6.4 Borrowing costs previously capitalised (0.1) (5.0) Other (0.2) 1.6 IFRS 34.3 147.4 The principal adjustments to the Group's reported financial information from the adoption of IFRS are: Unrealised gains taken to the income statement Under IFRS there is no distinction between unrealised and realised gains for financial reporting. As such, all unrealised gains except exchange differences on translation of foreign operations and gains on available-for-sale investments will be recorded through the income statement rather than through the UK GAAP statement of total recognised gains and losses. The major impact is that all unrealised gains on the investment portfolio are now recorded through the income statement. Adjustments to finance leases capitalised Under UK GAAP assets held under finance leases were depreciated over the lives of the respective leases which were generally shorter than the equivalent depreciable lives of owned assets under the Group's normal depreciation policy. IAS 17 requires the depreciation policy for the Group's depreciable leased assets to be consistent with that for equivalent owned depreciable assets. The accounting change has reduced the Group's depreciation charge. Change in functional currency As part of the IFRS restatement, the Group's functional currency was re-examined in accordance with the requirements of IAS 21. IFRS is more prescriptive in its definition of functional currency than UK GAAP. From 1 January 2004 the functional currencies of the Group's operations are the local currency with the exception of the following businesses, all of which are located in Brazil: the towage division, the ship agency division and Tecon Rio Grande whose functional currency has changed to US Dollars. The major impact of the change is that exchange gains or losses on US Dollar borrowings in US Dollar functional currency businesses no longer arise. Exchange gains or losses on $Real denominated bank accounts held by businesses with a US Dollar functional currency will be recorded through the income statement. Additionally property, plant and equipment, retained earnings and inventories in US Dollar functional currency businesses are fixed in US Dollars at historical exchange rates. Reversal of proposed dividend Dividends proposed are recognised in the period in which they are formally approved for payment. Under UK GAAP dividends were recognised in the financial statements as a liability and an expense if declared before the financial statements were signed. The change in timing of proposed dividends increases net assets. Borrowing costs previously capitalised As permitted by IAS 23, the Group has chosen not to capitalise directly attributable finance costs and foreign exchange movements which were previously capitalised under UK GAAP. The impact of this accounting change decreases the value of property, plant and equipment and the associated depreciation charge while increasing finance costs in the income statement. Other adjustments Explanations of other adjustments are given in the detailed IFRS Restatement below. Enquiries Mr Keith Middleton Ocean Wilsons Holdings Limited Tel + 55 21 2126 4160 Mr Peter Gardner Hansa Capital Partners Tel + 44 20 7647 5750 10 October 2005 OCEAN WILSONS HOLDINGS LIMITED ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS 1. INTRODUCTION The Council of the European Union announced in June 2002 that listed companies in Europe would be required to adopt International Financial Reporting Standards (IFRS) for accounting periods beginning on or after 1 January 2005. In line with this requirement, the Group has adopted IFRS as its accounting basis from the beginning of 2005. The first full year for which IFRS will be applicable will be 31 December 2005. The Group will therefore prepare comparative IFRS financial information for the year ended 31 December 2004. In order to explain how the Group's reported performance and financial position are affected by this change, the following financial information is provided below: - A summary of the most significant adjustments arising from the adoption of IFRS. - Basis of preparation of the financial statements under IFRS. - Significant accounting policies adopted under IFRS. - Consolidated IFRS balance sheet as at 1 January 2004 and reconciliation of net equity from UK GAAP to IFRS. - Consolidated financial information (income statement, balance sheet, cash flow statement and statement of changes in equity) for the year ended 31 December 2004 and reconciliations of profit for the year and equity from UK GAAP to IFRS. 2. IMPACT OF IFRS ON GROUP RESULTS The main impacts on the Group's financial statements of the move to IFRS are: Presentational impacts: - IAS 31 Interests in Joint Ventures The Groups share of joint venture entities are consolidated on a line by line basis in the Group's financial statements. Under UK GAAP joint ventures were accounted for on a gross equity basis. - IAS 1 Presentation of Financial Statements & IAS 39 Financial Instruments: Recognition and Measurement Under IFRS there is no distinction between unrealised and realised gains for financial reporting. As such, all unrealised gains except exchange differences on translation of foreign operations and gains on available-for-sale investments will be recorded through the income statement rather than through the UK GAAP statement of total recognised gains and losses. - IAS 28 Investment in associates Share of profit from associates is reported on a single line in the consolidated income statement. Previously under UK GAAP, the Group's share of operating profits in associates was shown separately on the face of the income statement with interest, exchange gains on loans and tax included within their respective headings in the income statement. - IAS 21 Exchange gains/losses on foreign currency borrowings Exchange gains/losses on foreign currency borrowings are now included in finance costs. Previously under UK GAAP exchange gains/losses on foreign currency borrowings were shown separately on the face of the income statement. Exchange gains and losses on monetary assets are now recorded in investment revenues. Previously these were included in other operating expenses. Accounting impacts: - IAS 21 Change of functional currency As part of the IFRS restatement, the Group's functional currency was re-examined in accordance with the requirements of IAS 21. IFRS is more prescriptive in its definition of functional currency than UK GAAP. From 1 January 2004 the functional currencies of the Group's operations are the local currency with the exception of the following businesses, all of which are located in Brazil: the towage division, the ship agency division and Tecon Rio Grande whose functional currency has changed to US Dollars. The major impact of the change is that exchange gains or losses on US Dollar borrowings in US Dollar functional currency businesses no longer arise. Exchange gains or losses on $Real denominated bank accounts held by businesses with a US Dollar functional currency will be recorded through the income statement. Additionally property, plant and equipment, retained earnings and inventories in US Dollar functional currency businesses are fixed in US Dollars at historical exchange rates. Net impact on financial statements US$ 000's Profit for the year ended 31 December 2004 822 Total equity at 31 December 2004 (5,916) - IAS 31 Interests in Joint Ventures Under UK GAAP, Dragaport and Brasco were classified as associate companies and were accounted for under the gross equity method. Under IFRS these companies have been reclassified as jointly controlled entities and consolidated on a line by line basis. Net impact on financial statements US$ 000's Profit for the year ended 31 December 2004 - Total equity at 31 December 2004 - - IAS 39 Financial Instruments: Recognition and Measurement In accordance with IAS 39 the Group's investment portfolio has been designated as fair value through profit or loss ('FVTPL'). As a result all gains and losses on the investment portfolio are recognised through the income statement. Under UK GAAP, current year realised gains were included in the profit and loss account and unrealised gains were recognised in the statement of total recognised gains and losses. These unrealised gains were recognised in the revaluation reserve until the corresponding asset was sold, at which point the historical gain was transferred to the profit and loss account. The Group has not availed itself of the IAS 32/39 optional exemption available under IFRS 1 and accordingly IAS 32/39 have been applied retrospectively. This has also resulted in the reclassification of the revaluation reserve to retained earnings. Under UK GAAP the Group's investment in Barcas was held at cost less any provision for impairment. Under IAS 39, the investment is classified as available-for-sale and therefore is held at fair value with changes in fair value recognised in an investment revaluation reserve. When the investment is disposed of or if it is determined to be impaired, the cumulative gain or loss previously recognised in the investment revaluation reserve is included in the income statement for the period. Net impact on financial statements US$ 000's Profit for the year ended 31 December 2004 6,351 Total equity at 31 December 2004 - IAS 17 - Leases Under UK GAAP assets held under finance leases were depreciated over the lives of the respective leases which were generally shorter than the equivalent depreciable lives of owned assets under the Group's normal depreciation policy. IAS 17 requires the depreciation policy for the Group's depreciable leased assets to be consistent with that for equivalent owned depreciable assets. The accounting change has reduced the Group's depreciation charge. Net impact on financial statements US$ 000's Profit for the year ended 31 December 2004 1,826 Total equity at 31 December 2004 2,631 IAS 23 - Borrowing costs As permitted by IAS 23, the Group has chosen not to capitalise directly attributable finance costs and foreign exchange movements which were previously capitalised under UK GAAP. The impact of this accounting change decreases the value of property, plant and equipment and the associated depreciation charge while increasing finance costs in the income statement. Net impact on financial statements US$ 000's Profit for the year ended 31 December 2004 (62) Total equity at 31 December 2004 (4,973) IAS 16 - Property, plant & equipment Under IFRS dry docking costs are capitalised as overhaul expenditure and depreciated over the period in which the related economic benefits are received. The impact on the balance sheet is an increase in the book value of property, plant and equipment. The effect on the income statement is to increase depreciation and reduce other external charges. Net impact on financial statements US$ 000's Profit for the year ended 31 December 2004 (80) Total equity at 31 December 2004 1,403 IAS 10 - Events after the balance sheet date Dividends proposed are recognised in the period in which they are formally approved for payment. Under UK GAAP dividends were recognised in the financial statements as a liability and an expense if declared before the financial statements were signed. The change in timing of proposed dividends increases net assets. Net impact on financial statements US$ 000's Profit for the year ended 31 December 2004 - Total equity at 31 December 2004 6,365 IAS 39 - Fair value of available for sale investment Under IAS 39 the investment is classified as 'available-for-sale'. The investment has therefore been measured at fair value with changes in fair value recognised in equity. This is then recycled into the income statement on sale or impairment of the asset at which time the cumulative gain or loss previously recognised in equity is recognised in profit or loss for the period. Net impact on financial statements US$ 000's Profit for the year ended 31 December 2004 - Total equity at 31 December 2004 1,100 IAS 31 - Reclassification of subsidiary as jointly controlled entity A subsidiary of a joint venture has been reclassified as a jointly controlled entity. Net impact on financial statements US$ 000's Profit for the year ended 31 December 2004 (309) Total equity at 31 December 2004 (691) IAS 16 - Pre operating previously capitalised now expensed Pre-operating expenses previously capitalised under UK GAAP are expensed under IAS 16. Net impact on financial statements US$ 000's Profit for the year ended 31 December 2004 131 Total equity at 31 December 2004 (239) 3. BASIS OF PREPARATION For the year ended 31 December 2005 the Company will be required to prepare consolidated financial statements under International Financial Reporting Standards as adopted by the European Commission. These will be those International Accounting Standards, International Financial Reporting Standards ('IFRS') and related Interpretations (SIC-IFRIC interpretations), subsequent amendments to those standards and related interpretations, future standards and related interpretations issued or adopted by the International Accounting Standards Board (IASB) that have been endorsed by the European Commission. This process is ongoing and the Commission has yet to endorse certain standards issued by the IASB. In particular the Commission: • endorsed a version of IAS 39 Financial instruments - recognition and measurement that differed from that issued by the IASB in two respects (the so-called 'carve-out'): • the endorsed version of IAS 39 removes the option in the IASB version to fair value certain financial liabilities; and • the endorsed version of IAS 39 widens the range of circumstances in which hedge accounting may be applied. The company has not taken advantage of these provisions and therefore will comply with both versions of IAS 39;. • have not given a final approval to IAS 39 amendments relating to the Fair Value Option however the Accounting Regulatory Committee (ARC) has recommended endorsement. The preliminary opening balance sheet as at 1 January 2004, IFRS comparatives for 2004 and the GAAP reconciliation between UK and IFRS have been prepared by management using its best knowledge of the expected standards and interpretations of the IASB, facts and circumstances, and accounting policies that will be applied when the Company prepares its first complete set of IFRS financial statements as at 31 December 2005. It is thus possible that the accompanying preliminary opening balance sheet may require adjustment before constituting the final opening balance sheet. Moreover, under IFRSs, only a complete set of financial statements comprising a balance sheet, income statement, statement of changes in equity, cash flow statement, together with comparative financial information and explanatory notes, can provide a fair presentation of the Group's financial position, results of operations and cash flow. IFRS 1 - First time adoption choices The Group's transition date to IFRS is 1 January 2004. In preparing the 2004 IFRS financial information the Group has applied the rules for first time adoption as set out in IFRS 1 'First time adoption of International Financial Reporting Standards'. IFRS 1 generally requires full retrospective application of IFRSs at the first reporting date. However IFRS 1 allows certain exemptions in the application of certain standards to prior periods. The Group has made the following first-time adoption choices: - IFRS 3 - business combinations prior to 1 January 2004 have not been restated. - Cumulative translation differences - the Group has deemed cumulative translation differences for foreign operations to be zero at the date of transition. Any gains or losses on subsequent disposals of foreign operations will not therefore include translation differences arising prior to the transition date. UK GAAP financial information The formats of the balance sheet, income statement and cashflow statement have been modified to align them with the IFRS formats to simplify presentation of the adjustments required to arrive at the IFRS figures. 4. SIGNIFICANT ACCOUNTING POLICIES ADOPTED UNDER IFRS The financial statements have been prepared in accordance with International Financial Reporting Standards. The financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments. The principal accounting policies adopted are set out below. Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Minority interests consist of the amount of those interests at the date of the original business combination and the minority's share of changes in equity since the date of the combination. Currency translation The functional currency for each Group entity is determined as the currency of the primary economic environment in which it operates. Transactions other than those in the functional currency of the entity are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at year end exchange rates. On consolidation, the Group's foreign entities' income statement items are translated into US Dollars, the Group's presentational currency, at average rates of exchange. Balance sheet items are translated into US Dollars at year end exchange rates. Exchange differences arising on consolidation of entities with functional currencies other than US Dollar are classified as equity and are recognised in the Group's translation reserve. Investments in associates An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results, assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Under this method, investments in associates are carried in the consolidated balance sheet at cost as adjusted for post- acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Group's interest in that associate (which includes any long-term interests that, in substance, from part of the Group's net investment in the associate) are not recognised. Where a Group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group's interest in the relevant associate. Interests in joint ventures A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control, that is when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Where a Group entity undertakes its activities under joint venture arrangements directly, the Group's share of jointly controlled assets and any liabilities incurred jointly with other ventures are recognised in the financial statements of the relevant entity and classified according to their nature. Joint venture arrangements that involve the establishment of a separate entity in which each venturer has an interest are referred to as jointly controlled entities. The Group reports its interests in jointly controlled entities using proportionate consolidation. The Group's share of the assets, liabilities, income and expenses of jointly controlled entities are combined with the equivalent items in the consolidated financial statements on a line-by-line basis. Where the Group transacts with its jointly controlled entities, unrealised profits and losses are eliminated to the extent of the Group's interests in the joint venture. Retirement benefit costs Payments to defined contribution retirement benefit plans are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution plans where the Group's obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan. Taxation Tax expense for the period comprises current tax and deferred tax. Current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on temporary differences (i.e. differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit). Deferred tax is accounted for using the balance sheet liability method and is provided on all temporary differences with certain limited exceptions as follows. Deferred tax is not provided : • in respect of tax payable on undistributed earnings of subsidiaries, associates and joint ventures where the Group is able to control the remittance of profits and it is probable that there will be no remittance of past profits earned in the foreseeable future; • on the initial recognition of an asset or liability in a transaction that does not affect accounting profit or taxable profit and is not a business combination; nor is deferred tax provided on subsequent changes in the carrying value of such assets and liabilities, for example where they are depreciated; and • on the initial recognition of any goodwill. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered through sufficient future taxable profit. The carrying amount of deferred tax assets is reviewed at each balance sheet date. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also taken directly to equity. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is charged so as to write off the cost or valuation of assets, other than land and assets under construction, over their estimated useful lives, using the straight-line method as follows. Freehold Buildings: 25 years Leasehold Buildings: Period of the lease Floating Craft: 20 years Vehicles: 5 years Plant & Equipment: 10 to 20 years Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. Overhaul costs are capitalised and depreciated over the period in which the economic benefits are received. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement. Impairment of tangible and intangible assets Assets that have an indefinite useful life are not subject to amortisation and are tested at least annually for impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows. Inventories Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Financial instruments Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. • Trade Receivables: Trade receivables, loans and other amounts receivable are stated at the fair value of the amounts due, less provision for impairment. A provision for impairment is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is recognised in the income statement. • Investments: Investments are recognised and derecognised on a trade date basis where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at the fair value, plus directly attributable transaction costs. Where securities are held for trading purposes, gains and losses arising from changes in fair value are included in the income statement for the period. For available-for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the profit or loss for the period. • Cash and Cash Equivalents: Cash and cash equivalents comprise cash on hand and other short-term highly liquid investments that are convertible to a known amount of cash and are subject to an insignificant risk of changes in value. • Bank Borrowings: Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis to the income statement using effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Provisions Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the directors' best estimate of the expenditure required to settle the obligation at the balance sheet date. Construction contracts Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the balance sheet date. This is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer. Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. Share-based payments The Group operates a cash settled long-term incentive plan. A liability equal to the portion of the services received is recognised at the current fair value determined at each balance sheet date. Any increase or decrease in the liability is recognised in the income statement. Revenue Revenue represents amounts receivable for goods and services provided in the normal course of business net of trade discounts, VAT and other sales related taxes. If the Group is acting solely as an agent, amounts billed to customers are offset against relevant costs. Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as finance leases. Assets held under finance leases are recognised as assets of the Group at their fair value at the inception of the lease, or if lower the present value of he minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Finance charges are charged to the income statement. 5. GROUP FINANCIAL INFORMATION RESTATED FOR IFRS Group income statement Year ended 31 December 2004 UK GAAP (IFRS Format) IFRS year to year to 31 December IFRS 31 December 2004 Adjustment 2004 US$'000 US$'000 US$'000 Revenue 194,419 23,294 217,713 Raw materials and consumables used (26,183) (844) (27,027) Employee benefits expense (53,062) (3,439) (56,501) Depreciation and amortisation expense (11,238) (285) (11,523) Other operating expenses (76,277) (12.779) (89,056) Operating profit 27,659 5,947 33,606 Share of operating profit in joint ventures 6,193 (6,193) - Share of profit of associate (229) 744 515 Investment revenues 6,690 12,241 18,931 Finance costs (7,343) 844 (6,499) Profit on disposals of property, plant and equipment 1,655 (20) 1,635 Exchange gain on foreign currency borrowings 6,871 (6,871) - Profit before tax 41,496 6,692 48,188 Income tax expense (15,913) 1,987 (13,926) Profit for the year 25,583 8,679 34,262 Attributable to : Equity holders of parent 23,043 8,556 31,599 Minority interests 2,540 123 2,663 25,583 8,679 34,262 Earnings per share Basic and diluted 65.2c 89.4c Group balance sheet At 31 December 2004 UK GAAP (IFRS Format) IFRS 31 December IFRS 31 December 2004 Adjustments 2004 US$'000 US$'000 US$'000 Non current assets Intangible assets 2,314 - 2,314 Property, plant & equipment 127,716 (3,887) 123,829 Deferred tax assets 7,921 4,677 12,598 Investments in joint ventures 2,313 (2,313) - Investments in associates 1,246 (678) 568 Available for sale investments 3,172 1,100 4,272 144,682 (1,101) 143,581 Current assets Inventories 4,921 110 5,031 Investments held for trading 57,938 - 57,938 Trade and other receivables 49,192 1,894 51,086 Cash and cash equivalents 68,577 2,338 70,915 180,628 4,342 184,970 Total assets 325,310 3,241 328,551 Current liabilities Trade and other payables (52,274) 2,991 (49,283) Current tax liabilities (10,348) (156) (10,504) Obligations under finance leases (2,211) (823) (3,034) Bank overdrafts and loans (11,429) (2,073) (13,502) (76,262) (61) (76,323) Net current assets 104,366 4,281 108,647 Non-current liabilities Bank loans (83,406) (2,765) (86,171) Deferred tax liabilities (12,839) (926) (13,765) Provisions (2,377) 644 (1,733) Obligations under finance leases (2,679) (453) (3,132) (101,301) (3,500) (104,801) Total liabilities (177,563) (3,561) (181,124) Net assets 147,747 (320) 147,427 Capital and reserves Share capital 11,930 - 11,390 Retained earnings 87,665 13,472 101,137 Capital reserves 25,327 (2,205) 23,122 Investment revaluation reserve 13,083 (11,730) 1,353 Hedging and translation reserve - 1,406 1,406 Equity attributable to equity holders of the parent 137,465 943 138,408 Minority interests 10,282 (1,263) 9,019 Total equity 147,747 (320) 147,427 Group cash flow statement Year ended 31 December 2004 UK GAAP (IFRS Format) IFRS year to year to 31 December IFRS 31 December 2004 Adjustments 2004 US$'000 US$'000 US$'000 Net cash inflow from operating activities 23,865 5,277 29,142 Investing activities Interest received 4,396 6,689 11,085 Dividends received from associates 5,713 (5,713) - Dividends received from trading investments 597 - 597 Proceeds on disposal of trading investments 9,171 - 9,171 Income from underwriting activities 324 - 324 Proceeds on disposal of property, plant and equipment 3,873 - 3,873 Purchase of property, plant and equipment (18,707) (1,483) (20,190) Acquisition of investment in an associate (17) - (17) Purchase of trading investments (15,669) - (15,669) Acquisition of subsidiary (1,174) - (1,174) Net cash used in investing activities (11,493) (507) (12,000) Financing activities Dividends paid (6,365) - (6,385) Repayments of borrowings (10,863) (161) (11,024) Repayments of obligations under finance leases (785) (312) (1,097) New bank loans raised 9,413 - 9,413 Increase in bank overdrafts 289 - 289 Net cash used in financing activities (8,311) (473) (8,784) Net increase in cash and cash equivalents 4,061 4,297 8,358 Cash and cash equivalent at beginning of year 60,302 1,432 61,734 Effect of foreign exchange rate changes 4,214 (3,391) 823 Cash and cash equivalent at end of year 68,577 2,338 70,915 Statement of changes in equity under IFRS Year ended 31 December 2004 Attributable Investment Hedging and To equity translation Share Retained Capital revaluation holders of Minority reserve capital earnings reserve reserve the parent interests Total US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 Balance at 1 January 11,390 76,360 22,665 1,353 - 111,768 6,306 118,074 2004 Transfer to reserves (457) 457 - - Currency translation 1,406 1,406 50 1,456 adjustment Total recognised income for the period 31,599 31,599 2,663 34,262 Dividends (6,365) (6,365) (6,365) Balance at 31 11,390 101,137 23,122 1,353 1,406 138,408 9,019 147,427 December 2004 Group balance sheet At 1 January 2004 UK GAAP (IFRS Format) IFRS 1 January IFRS 1 January 2004 Adjustments 2004 US$'000 US$'000 US$'000 Non current assets Intangible assets 1,190 - 1,190 Property, plant & equipment 111,882 2,217 114,099 Deferred tax assets 7,238 2,854 10,092 Investments in joint ventures 1,552 (1,552) - Investments in associates 718 (718) - Available for sale investments 2,919 1,353 4,272 125,499 4,154 129,653 Current assets Inventories 3,166 254 3,420 Investments held for trading 42,901 - 42,901 Trade and other receivables 37,914 2,654 40,568 Cash and cash equivalents 60,302 1,432 61,734 144,283 4,340 148,623 Total assets 269,782 8,494 278,276 Current liabilities Trade and other payables (33,467) 1,970 (31,497) Current tax liabilities (10,390) (166) (10,556) Obligations under finance leases (793) (312) (1,105) Bank overdrafts and loans (11,673) - (11,673) (56,323) 1,492 (54,831) Net current assets 144,283 5,832 150,115 Non-current liabilities Bank loans (83,890) (4,677) (88,567) Deferred tax liabilities (8,958) (891) (9,849) Provisions (1,522) (147) (1,669) Obligations under finance leases (4,501) (746) (5,247) (98,871) (6,461) (105,332) Total liabilities (155,194) (4,969) (160,163) Net assets 114,588 3,525 118,113 Capital and reserves Share capital 11,390 - 11,390 Retained earnings 66,239 10,160 76,399 Capital reserves 22,665 - 22,665 Investment revaluation reserve 7,411 (6,058) 1,353 Equity attributable to equity holders of the parent 107,705 4,102 111,807 Minority interests 6,883 (577) 6,306 Total equity 114,588 3,525 118,113 INDEPENDENT AUDITORS' REPORT TO THE BOARD OF DIRECTORS OF OCEAN WILSONS HOLDINGS LIMITED ON THE PRELIMINARY IFRS FINANCIAL INFORMATION We have audited the accompanying non-statutory preliminary consolidated balance sheet of Ocean Wilsons Holdings Limited ('the Company') and its subsidiaries (together the 'Group') prepared in accordance with International Financial Reporting Standards ('IFRS') as at 1 January 2004 (the 'opening balance sheet') and the non-statutory preliminary comparative financial information for the year ended 31 December 2004 prepared under IFRS, which comprises the consolidated income statement, balance sheet, cash flow statement, statement of changes in equity and certain information set out in Section 5 (the 'comparative IFRS financial information') (together 'the preliminary IFRS financial information'). This report is made solely to the board of directors, in accordance with our engagement letter dated 15 August 2005 and solely for the purpose of assisting with the transition to IFRS. Our audit work was undertaken so that we might state to the Company's board of directors 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 will not accept or assume responsibility to anyone other than the Company for our audit work, for our report, or for the opinions we have formed. Respective responsibilities of directors and auditors The Company's directors are responsible for ensuring that the Company and the Group maintains proper accounting records and for the preparation of the preliminary IFRS financial information on the basis set out in Section 3, which describes how IFRS will be applied under IFRS 1, including the assumptions the directors have made about the standards and interpretations expected to be effective, and the policies expected to be adopted, when the Company prepares its first complete set of IFRS financial statements as at 31 December 2005. Our responsibility is to audit the the preliminary IFRS financial information in accordance with relevant Bermudian legal and regulatory requirements and United Kingdom auditing standards and report to you our opinion as to whether the preliminary comparative IFRS financial information is prepared, in all material respects, on the basis set out in Section 3. 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 preliminary IFRS financial information. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the the preliminary IFRS financial information and of whether the accounting policies are appropriate to the circumstances of the group, 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 the preliminary IFRS financial information is 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 preliminary IFRS financial information. Without qualifying our opinion, we draw attention to Section 3 'Basis of preparation' which explains why there is a possibility that the preliminary IFRS financial information may require adjustment before constituting the final IFRS financial information. Moreover, we draw attention to the fact that, under IFRSs, only a complete set of financial statements comprising a balance sheet, income statement, statement of changes in equity, cash flow statement, together with comparative financial information and explanatory notes, can provide a fair presentation of the Group's financial position, results of operations and cash flows in accordance with IFRSs. Opinion In our opinion the preliminary IFRS financial information is prepared, in all material respects, on the basis set out in Section 3 'Basis of preparation', which describes how IFRS will be applied under IFRS 1, including the assumptions the directors have made about the standards and interpretations expected to be effective, and the policies expected to be adopted, when the Company prepares its first complete set of IFRS financial statements as at 31 December 2005. Deloitte & Touche LLP Chartered Accountants London 10 October 2005 This information is provided by RNS The company news service from the London Stock Exchange

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Ocean Wilsons Holdings Ltd. (OCN)
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