Final Results

Primary Health Properties PLC 23 September 2005 PRIMARY HEALTH PROPERTIES PLC ('PHP') Modern accommodation for the Provision of Primary Health Care Services Preliminary Results for the year ended 30 June 2005 Group Financial Highlights *Pre tax profits increased by 23% to £3,030,000 (2004: £2,472,000) *Diluted earnings per share increased by 5% to 13.4p (2004: 12.8p) *Dividend increased 9% to 12.0p (2004: 11.0p) *Fully diluted NAV per share increased 29% to 314.6p (2004: 243.7p) *Portfolio (including finance leases) increased by 27% to £166.9m (2004: £131.1m) *Total return per share increased to 62.1p (2004: 59.0p) Harry Hyman, Managing Director, commented: "This has been another year of significant achievement for the company. I am particularly pleased to announce a 23 per cent increase in pre-tax profits and an 18 per cent increase in basic net asset value per share. "We are experiencing a strong marketplace, in terms of both end user and investor demand. There is increasing cohesion within Primary Care Trusts to see the primary care framework evolved and to take the lead in estates strategy to improve health service delivery in the local health economy. Our track record in this field means we have been well placed to service this demand. I look forward to the future with confidence." Enquiries: Bell Pottinger Financial David Rydell/Zoe Sanders Tel: 020 7861 3232 Primary Health Properties PLC Harry Hyman Managing Director Tel: 01483 306912 / 07973 344768 Chairman's Statement This was another very good year for Primary Health Properties. The Group produced a further year of profit growth with Group profit before taxation for the year ended 30 June 2005 totalling £3,030,000 (2004: £2,472,000), an increase of 23%. Turnover grew from £7,661,000 to £9,613,000, an increase of some 25% Diluted earnings per share increased by 5% to 13.4p (2004: 12.8p). The size of the increase was affected by the conversion of the £4.0m Unsecured Loan Stock in the first half of the year, which resulted in the issue of 3,478,260 Ordinary shares of 50p each, together with the Placing, in the second half of the year, of 1,000,000 Ordinary shares raising £3m (gross of expenses). The number of Ordinary shares in issue is now 22,652,776. In addition the Group posted its highest ever fully diluted net asset value of 314.6p per share, a rise of 29%. The diluted total return for the year was 82.9p (2004: 54.0p). The Board has recommended a final dividend of 6.0p per Ordinary share which, with the interim dividend, makes a total of 12.0p per share for the year, an increase of 9% over the total dividend of 11.0p per share paid in respect of the previous year. The Board has the authority to offer Ordinary shares instead of cash in respect of dividends. A circular offering Shareholders on the register on 30 September 2005 the opportunity to receive new Ordinary shares instead of the cash dividend in respect of the final dividend together with a form of election and/or Notice of Entitlement will be posted to Shareholders with the Annual Report. The latest date for receipt of the Forms of Election is 31 October 2005. The year end valuation carried out on behalf of the Board by Lambert Smith Hampton has resulted in a revaluation surplus of £16.6m for the year. Of this £4.7m was accounted for at the interim stage. The undiluted net asset value per share has risen from 274.7p to 324.8p, and the diluted net asset value from 243.7p to 314.6p, reflecting both rental increases and current yields in the market. In addition, the calculation of the net asset value was affected by the conversion of the £4m of loan stock and the Placing mentioned above, as well as the issue of 27,383 Ordinary shares pursuant to the scrip dividend scheme. Purchase of investment properties amounted to £19.7m during the year (Total value of completed properties acquired £21.0m) and our commitments at the year end totalled £20.1m. Our portfolio, including commitments, was £187.0m at 30 June 2005, an increase from £149.3m at the previous year end. Unlike some of our competitors we are not directly exposed to development risk and we are not an operating business, remaining at heart, a pure property investment vehicle. Rent reviews during the year have again performed well, which has helped in increasing our rent roll at the year end from £8.4m to £10.0m, an increase of 19%. During the year we agreed a further increase of £40m in our banking facilities, which now total £135m. We also extended the maturity of our term loan to 2013 at negotiated lower rates. The Group's permitted gearing level is 75% of Gross Assets. This would enable the Group to expand its portfolio to £294m based on existing equity resources. Expansion during the year has in part been financed by both the share issues noted above and further drawings on our committed medium term finance facilities. We have continued to monitor our exposure to interest rates and have entered into several new swap arrangements. For the year to 30 June 2006 we have covered approximately 62% of our exposure to interest rates at an average rate before margin of 4.72%. We have also extended the maturity and average cover of our interest rate protection so that we have 68% of our current exposure covered for the next nine years. The share save scheme has 36 members holding 60,605 shares. I am pleased to welcome to the Board as a non executive director Dr Ian Rutter OBE, who is a practising GP and a former Chief Executive of Bradford PCT and a member of several Government task forces concerned with primary care. Professor Patrick Pietroni, who has been with us since the Company's flotation in 1996, is retiring at the forthcoming AGM. I would like to thank him for his valued contribution and wise counsel during the period. The portfolio at the date of this report has 72 properties with a further 14 contracted for delivery during the next 12 months. The portfolio has performed well in both capital and income terms and we believe that, although there is increased competition in the market place, the prospects for investment in the sector with its long lease lengths and good quality covenants make the portfolio attractive. G A Elliot Chairman 22 September 2005 Managing Director's Report The table below sets out the development of our portfolio during the year under review. We took delivery of eight new developments (2004, ten new developments) and entered into a further twelve development commitments (2004, nine development commitments). At the year end the portfolio, when commitments are included, reached £187.0 million (2004 £149.3 million) as set out below. 30 June 2005 30 June 2004 £m £m Investment properties 160.0 122.6 Properties in course of development 2.2 2.8 Finance leases 2.5 2.5 Development loans 2.2 3.2 Total owned and leased 166.9 131.1 Deposits paid 0.4 - Committed 19.7 18.2 Total owned, leased and committed 187.0 149.3 Portfolio Purchases during the Year The Group completed the purchases of a number of properties during the year, details of which are set out below: Property Acquisition Cost £m Occupational Tenants Dalkeith, Edinburgh 6.8 Doctors' Practice and Pharmacy Burton Latimer, Northants. 1.5 Doctors' Practice Bentley, West Midlands 3.7 Primary Care Trust and Pharmacy Llandudno, North Wales 1.6 Doctors' Practice and Pharmacy Southwell, Nottinghamshire 2.6 Doctors' Practice Tidworth, Hampshire 1.9 Doctors' Practice and Pharmacy Luton, Bedfordshire 1.9 Doctors' Practice Bilsthorpe, Nottinghamshire 1.0 Doctors' Practice TOTAL: 21.0 Revaluation As reported in the Chairman's Statement, the portfolio valuations have resulted in an uplift of some £16.6 million, which has been incorporated into the balance sheet, giving a closing property investment valuation (including finance leases) of £166.9 million. This increase amounted to 73.3p per share on an undiluted basis and 68.5p per share on a fully diluted basis. The valuation surplus reflects the impact, during the period, of our successful rent reviews. There has also been a further hardening of investment yields during the period. Notwithstanding this and an increased number of players in the market the Group has a good pipeline of investments. Portfolio Rental Levels The average rent for medical centres across the whole portfolio is approximately £158 per square metre ("psm") (2004: £155 psm). The average rent on accommodation let to the NHS (either directly or through the Doctors Rent and Rates Scheme) is approximately £154 psm (2004: £149 psm) and the average pharmacy rent is approximately £213 psm (2004: £190 psm). The weighted average length of time to the next review is 1.79 years across the portfolio. Tenancy split by Floor Area The table below indicates the tenancy split by floor area (per square metre): GP's 79% 50,277 NHS 15% 9,552 Pharmacy 5% 3,193 Other 1% 767 TOTAL 100% 63,789 Rent Reviews The Group completed a number of rent reviews during the year and there are a number of reviews outstanding that we expect to see resolved during the coming year. The results of the reviews completed during the year added some £303,000 to our rent roll. There are further reviews due from the past year which amount to some £1.55 million of rent passing. The pace of reviews is now picking up as more evidence is presented through the market and more premises go through the review process. The average increase in rent as a percentage of passing rent over the three year review process has been 12% equating to 3.85% per annum. Finance and Interest Rate Hedging Bank borrowings increased from £72.2 million to £88.8 million during the year, of which the amounts shown in the table below have been hedged as swap contracts at an average weighted cost rate of 5.08% (2004: 5.50%) (excluding the lender's margin). During the period a number of swaps have been entered into extending the maturity of the Group's cover under hedging arrangements as shown below. Year Swaps (£m) 2005/2006 55.0 2006/2007 62.5 2007/2008 60.0 2008/2009 55.0 2009/2010 42.5 2010/2011 52.5 2011/2012 55.0 2012/2013 60.0 2013/2014 60.0 The table above shows the level of fixed rate financing for each of the next nine financial years from hedging swaps. Portfolio Characteristics Users The table below shows the percentage of our portfolio by rent roll derived from each of our major tenant classes, GPs, PCTs, Health Authorities, pharmacy operators and others. Some 99% (2004: 99%) of our rent roll comes directly or indirectly from the NHS and pharmacy operators. Covenant Analysis by Annual Rent GP's 77% Health Authorities 3% PCT's 12% Pharmacy 7% Other 1% TOTAL 100% Length of Leases Analysis of Annual Rent by Term Unexpired The table below shows an analysis of rent by term unexpired. Less than 5 years 3% 6 - 15 years 5% 15 - 20 years 42% More than 20 years 50% TOTAL 100% Security of Income by Lease Expiry The table below shows the length of leases by lease expiry as a percentage of today's passing rent. Year % of Passing Rent 1 100% 5 97% 10 95% 15 91% Security of Income by Term Certain The table below shows the security of rental income by term certain. Year % of Passing Rent 1 100% 5 97% 10 94% 15 89% Geographical Spread The table below shows the percentage of the portfolio by rent roll derived from each region. Annual Rent by Region East Midlands 12% London 15% North 2% North West 10% South East 24% South West 1% West Midlands 17% Yorkshire & Humberside 8% Scotland 7% Wales 4% TOTAL 100% Forthcoming Rent Reviews The table below shows the annual amount of rent falling due for review in each of the next 3 years. Year Rent (£m) 2005/2006 3.210 2006/2007 2.707 2007/2008 3.068 The Primary Care Market The last year has seen continued development of the government's NHS LIFT programme. So far, a handful of projects have been completed, and it is interesting to note that since the NHS LIFT programme started at the beginning of 2001, we have completed the purchase of over 30 schemes totalling around £67 million. Of these, 19 schemes (c. £42 million) were six months or more from going on site at the start of 2001. To the best of our knowledge there are 12 NHS LIFT buildings open to the public and whilst there are expected to be more opening over the next few months, it is our view that it has not been the most effective approach to solving the lack of investment in deprived areas. Both within LIFT and outside the LIFT remit, available premises funding for new primary care schemes is being carefully controlled. Government's perceived desire to see Primary Care as the cornerstone of a modern NHS is undermined by the lack of premises funding reaching the front line. However, the advent of Practice Based Commissioning and Alternative Providers of Medical Services (APMS) will allow PCTs and GP Practices to be far more innovative in sourcing funding streams and we believe that this is an exciting time for Primary Care as a whole. Throughout the country, demand for new medical centres continues. There is more cohesion within PCTs to see the primary care framework evolved and to take the lead in estates strategy to improve health service delivery in the local health economy. Increased competition in the marketplace for new purpose built medical facilities has made these types of investment more attractive and has driven purchase yields down. This has a positive effect on the existing portfolio, but it means new acquisitions are more costly and we must continue to purchase properties where we believe there to be good long term growth prospects. During the year we bid for two portfolios of primary care centres, but due to the increased interest from other investors the price was pushed above what we considered to be their intrinsic worth, and therefore we withdrew our bid. We have continued to add value to properties in the portfolio by negotiating new lease terms and refurbishing premises. For example, during the year we successfully negotiated a substantial extension in building area and a new lease term at our Droitwich property, which was originally purchased in 1997. Future Prospects There are a great number of changes occurring within primary care and pharmacy relating to the structure and organisation of the sector - including the introduction of practice based commissioning and the opening up of the sector to private operators through APMS. In addition competition is increasing through the entry of new participants. Although in the short term this may lead to delays in approval of new projects we remain confident that the need to renew the primary care estate remains a top government priority and that the group has a good pipeline of deals to complete over the next 12 months. In the mean time our existing portfolio continues to perform very well and we are working hard to add value from rent reviews and lease re-gearings. International Financial Reporting Standards The European Commission has directed that all listed companies in the European Union must present their consolidated group results in accordance with International Financial Reporting Standards (IFRS) for accounting periods commencing on or after 1 January 2005. Primary Health Properties plc will, therefore, apply IFRS for the first time to our financial year ending 30 June 2006. Our first report to Shareholders under IRFS will be the Interim Report for the six months ending 31 December 2005. The application of IFRS will not affect the underlying performance of the Group or its cash flows. The new accounting standards will, however, represent a fundamental change in accounting and reporting. The Group has been considering the challenges of implementing IFRS for some time and is advanced in its planning and preparations to successfully make the transition from UK Generally Accepted Accounting Principles (UK GAAP). The Group is expected to present quantified details of the accounting impact of adopting IFRS following publication of the Group's 30 June 2005 final UK GAAP annual results. The principal areas where IFRS differs from UK GAAP that will affect the Group's results are considered below. Accounting for Investment Property Property revaluation movements are recorded in the profit and loss account (or income statement as it will become) under IFRS. Currently under UK GAAP they are treated as a movement in reserves. Reported profits will therefore be subject to greater volatility. The Group expects that all of its leasehold properties will be classified as operating leases under IFRS. They will continue to be revalued every six months and to be shown as investment properties. Deferred Tax Accounting IFRS requires full deferred tax provision to be made for all taxable temporary differences between cost values for tax purposes and accounting values. UK GAAP on the other hand allows certain exemptions from this requirement. In particular UK GAAP does not require any provision to be made where there is no binding agreement to dispose of the related property. UK GAAP also allows calculating deferred tax on a discounted basis. There will also be an impact on the deferred tax position due to the inability to discount under IFRS. For our Group, the most significant difference between base cost values for tax purposes and accounting values comes from the revaluation of investment properties. As a result net assets are expected to be reduced under IFRS accounting. The Group will only potentially suffer a payment of tax if it sells these investments. The amount of tax then to be paid will reflect the sale price achieved, the structure of the sale transaction, and any other allowances for tax that may be available at that time. Therefore, the deferred tax provision that the Group will be required to provide within its opening balance sheet reserves under IFRS, and the subsequent provision movements arising on future valuation changes in its income statement, will not represent an amount of tax that the Group expects to suffer at a future date. In addition, the use of discounting in the assessment of the deferred tax liability relating to accelerated capital allowances under UK GAAP results in a provision being required. Under IFRS discounting will not be allowed and a deferred tax liability will need to be recorded in respect of accelerated capital allowances. Derivatives The Group has entered into a number of interest rate swap contracts to manage its risk exposure to changes in interest rates charged on its floating rate loan facilities. UK GAAP, as it applies to the Group's current financial year, does not require these derivatives, when used as a hedge, to be valued in the balance sheet. Under our present policy, gains and losses on these hedges are deferred until the underlying hedged item is recognised in the profit and loss account. IFRS requires all derivatives, whether cash flow hedges or fair value hedges, to be carried at their fair values in the balance sheet. The hedge accounting provisions of IFRS provide for changes in the value of these interest rate swap contracts to be recorded as a movement in reserves, thus reducing the sensitivity of the income statement to their fair value movements. IFRS requires the effectiveness of these hedges to be regularly tested, with ineffective portions of the hedges not treated as a reserve movement but as a charge to the income statement. The Group expects all of its interest rate swap contracts to be fully effective and to account for them as cash flow hedges. The impact of IFRS will also mean that the valuation of derivatives may have deferred tax implications. Dividends IFRS allows for a dividend declared for distribution to shareholders to be only recorded in a company's accounts when its declaration is within the accounting period it represents. Similarly, final dividends that must be approved by shareholders in general meeting cannot be recorded in the accounting period to which they relate. UK GAAP, prior to its convergence with IFRS, requires proposed final dividends to be accrued. A one-off increase in net asset value will result from this change equivalent to the net cost of the proposed dividend. Share Based Payments The Group has incentivised its Joint Managers with the granting of an option to subscribe for a fixed amount of shares at a fixed price, exercisable at any time between 31 March 2006 and 31 March 2013 subject to the achievement of performance criteria. Under UK GAAP as applied to the Group's current financial year, this share option is accounted for prospectively. The number of shares issued and the funds received from the exercise of options are included in the calculation of fully diluted net asset value. IFRS will require the option granted to be measured at its fair value with an equivalent amount charged over the vesting period to the income statement. Harry Hyman Adam Dalgliesh Managing Director Property Director 22 September 2005 CONSOLIDATED PROFIT AND LOSS ACCOUNT for the year ended 30 June 2005 30 June 2005 30 June 2004 £'000 £'000 Turnover 9,613 7,661 Administrative expenses (1,962) (1,738) Operating profit 7,651 5,923 Share of operating profit in joint venture - 4 7,651 5,927 Interest receivable 278 183 Interest payable (4,899) (3,638) Profit on ordinary activities before taxation 3,030 2,472 Taxation - - Profit on ordinary activities after taxation 3,030 2,472 Interim dividend of 6.0p per share (2004: 5.5p) (1,299) (997) Final dividend proposed of 6.0p per share (2004: 5.5p) (1,359) (998) Additional final dividend 2003 * - (69) (2,658) (2,064) Profit retained for the year 372 408 Net profit after tax and dividends for the year retained by: The Company 361 398 Subsidiary undertakings (after declaring dividends of £9,440,000 (2004: 11 6 £7,515,000)) Joint venture - 4 372 408 Earnings per share - basic 14.1p 13.9p - diluted 13.4p 12.8p Dividends per share (net) 12.0p 11.0p Increase in net asset value per share - basic 50.1p 48.0p - diluted 70.9p 43.0p Total return per share - basic 62.1p 59.0p - diluted 82.9p 54.0p All activities are continuing. * Additional Final dividend 2003 - as result of the Joint Managers' exercise of options to purchase 1,386,667 Ordinary shares on 17 September 2003, they were entitled as shareholders of these new shares on the register at 26 September 2003 to receive the final dividend in respect of the year ended 30 June 2003. CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES for the year ended 30 June 2005 30 June 2005 30 June 2004 £'000 £'000 Profit for the financial year excluding share of profit in joint venture 3,030 2,468 Share of joint venture's profit for the year - 4 Profit for the financial year attributable to members of the Parent Company 3,030 2,472 Unrealised surplus on revaluation of properties 16,602 10,050 Total gains and losses relating to the year 19,632 12,522 All activities are continuing. CONSOLIDATED BALANCE SHEET as at 30 June 2005 At 30 June At 30 June 2005 2004 £'000 £'000 Fixed Assets Tangible assets 164,621 128,612 Investment in joint venture: Share of gross assets - 4 Share of gross liabilities - (4) - - 164,621 128,612 Current assets Debtors 1,655 1,104 Net investment in finance leases -amounts falling due within one year 19 27 -amounts falling due after more than one year 2,504 2,522 Cash at bank 1,112 709 5,290 4,362 Creditors: amounts falling due within one year (7,539) (6,911) Net current liabilities (2,249) (2,549) Total assets less current liabilities 162,372 126,063 Creditors: amounts falling due after more than one year Bank loans (88,800) (72,210) Convertible loan stock 2016 - (4,000) (88,800) (76,210) 73,572 49,853 Capital and reserves Called up share capital 11,326 9,074 Share premium account 11,952 7,459 Capital reserve 1,618 1,618 Revaluation reserve 46,905 30,303 Profit and loss account 1,771 1,399 Equity shareholders' funds 73,572 49,853 Net asset value per share - basic 324.8p 274.7p - diluted 314.6p 243.7p CONSOLIDATED CASH FLOW STATEMENT for the year ended 30 June 2005 30 June 2005 30 June 2004 £'000 £'000 Net cash inflow from operating activities 7,733 6,167 Returns on investments and servicing of finance Interest received 33 16 Interest paid (4,275) (3,157) (4,242) (3,141) Capital expenditure and financial investment Payments to acquire tangible fixed assets (17,184) (21,077) Development loans advanced (2,550) (3,223) Deposits paid (393) - Loan to joint venture - (27) (20,127) (24,327) Equity dividends paid (2,231) (1,804) Net cash outflow before financing (18,867) (23,105) Financing Ordinary share issue (net of expenses) 2,913 1,386 Expenses of listing particulars (233) - Term bank loan 2013 16,590 22,010 Net cash inflow from financing 19,270 23,396 Increase in cash 403 291 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 30 June 30 June 2005 2004 £'000 £'000 Increase in cash in the year 403 291 Cash inflow from loans (16,590) (22,010) Loan Stock conversion into Ordinary shares 4,000 - Movement in net debt in the year (12,187) (21,719) At the beginning of the year (75,501) (53,782) At the end of the year (87,688) (75,501) Net debt comprises: Cash at bank and in hand 1,112 709 Term loan (88,800) (72,210) Convertible Loan Stock 2016 - (4,000) (87,688) (75,501) NOTES: The above results for the year to 30 June 2005 are audited. 1. Earnings per share The calculation of earnings per share is based on the following: As at 30 June 2005 As at 30 June 2004 Net profit Net profit attributable attributable to ordinary Ordinary to ordinary Ordinary shareholders shares shareholders shares £'000 number £'000 number Basic earnings per share 3,030 21,459,735* 2,472 17,824,559* Option conversion*** - 615,402 - 439,074 Convertible Loan stock conversion**** 42 926,276 310 3,478,260** Diluted earnings per share 3,072 23,001,413 2,782 21,741,893 * Weighted average number of Ordinary shares in issue during the year. ** Adjusted for actual known number of shares, following conversion on 19 August 2004 *** Excess of the total number of potential shares on option exercise over the number that could be issued at fair value as calculated in accordance with Financial Reporting Standard No. 14: Earnings per share. **** The total number of potential shares on conversion of the convertible loan stock. 2. Notes to the statement of cash flow Reconciliation of operating profit to net cash inflow from operating activities 30 June 30 June 2005 2004 £'000 £'000 Operating profit 7,651 5,923 Decrease in operating debtors and prepayments (158) (289) Increase in operating creditors and accruals 240 533 Net cash inflow from operating activities 7,733 6,167 3. The freehold properties are included at valuation as at 30 June 2005. Fixed assets consist of: 30 June 30 June 2005 2004 £'000 £'000 Tangible assets: Investment properties 162,311 125,266 Development Loans 2,310 3,346 164,621 128,612 Investments: Investment in joint venture Share of gross assets - 4 Share of gross liabilities - (4) 164,621 128,612 JOINT VENTURE Primary Health Properties plc owns 50% of the issued Ordinary share capital of Primary Health Solutions Limited, a company created for the purpose of developing properties for sale and leaseback and to tender for contracts under the Government's LIFT (Local Improvement Finance Trust) initiative. The remaining 50% of the issued Ordinary share capital is owned by Brackley Investments Limited. The investment in the Joint Venture was written off to the profit and loss account during the year ended 30 June 2004. 4. At the Annual General Meeting, a resolution to declare a final dividend of 6.0p per share will be put to the members and, if passed, will be paid on 21 November 2005 to holders on the register of members at the close of business on 30 September 2005. 5. Fully diluted net asset value has been calculated as follows: 30 June 2005 30 June 2004 £'000 £'000 (audited) (audited) Net assets: Per Consolidated Balance Sheet 73,572 49,853 Add - Loan Stock conversion - 4,000 - Receipts from the exercise of Options 2,736 2,736 76,308 56,589 No. of shares No. of shares Ordinary shares: Issued share capital 22,652,776 18,147,133 Add - Loan Stock conversion into shares - 3,478,260 New shares issued on exercise of options 1,600,000 1,600,000 24,252,776 23,225,393 Calculations assume that the dilution takes place on the respective balance sheet dates. 6. On 19 August 2004, 3,478,260 Ordinary shares of 50 pence each were issued arising on the conversion of £4.0m Convertible Loan Stock 2016. 7. On 18 March 2005 the Company raised £2.9 million (net of expenses) pursuant to a Placing of 1,000,000 Ordinary Shares of 50p each of the Company (the " Placing Shares"), at a price of 300p per share, comprising 5% of the then issued share capital. 8. The statutory accounts for the year ended 30 June 2005 will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to Registrar of Companies following the Company's Annual General Meeting. The Annual Report was signed on 22 September 2005 and will be posted to shareholders with the Scrip Dividend circular, forms of election and notices of entitlement on 7 October 2005. The Annual Report will thereafter be available on request from the Company Secretary, J O Hambro Capital Management Limited, Ground Floor, Ryder Court, 14 Ryder Street, London, SW1Y 6QB. The Annual General Meeting is to be held on 15 November 2005 at 10.30am in the Board Room, at Ground Floor, Ryder Court, 14 Ryder Street, London, SW1Y 6QB. 9. At the Extraordinary General Meeting held on 21 November 2002, the Directors were granted authority to offer Ordinary shares instead of cash in respect of dividends. A Circular, Form of Election and Notice of Entitlement will be posted to Shareholders on 7 October 2005 offering Shareholders on the Register of Members on 30 September 2005 the opportunity to elect to receive new Ordinary shares instead of cash in respect of the final dividend. The latest date for receipt of the Forms of Election is 31 October 2005. 10.The financial information set out above does not constitute the Company's statutory financial statements for the years ended 30 June 2005 or 2004 (but is derived from and has been prepared on the same basis as those financial statements). Statutory financial statements for 2004 have been delivered to the Registrar of Companies, and those for 2005 will be delivered following the Company's Annual General Meeting. The auditors have reported on those financial statements; their reports were unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange

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