Final Results - Part 2

Quintain Estates & Development PLC 4 June 2001 PART 2 Notes to the Accounts For the year ended 31 March 2001 1. Accounting policies The principal accounting policies, all of which have been applied consistently throughout the year and the preceding year, are set out below. a. Basis of accounting The accounts have been prepared under the historical cost convention as modified by the revaluation of investment properties and in accordance with all applicable accounting standards and the requirements of the Companies Act 1985, except as explained below. b. Basis of consolidation The Group accounts consolidate the accounts of the Company and all its subsidiaries and include the Group's share of the results of its joint ventures and associate. No profit and loss account is presented for the Company, as permitted by section 230 of the Companies Act 1985. The results of newly acquired entities are included in the consolidated accounts from the effective date of acquisition. The purchase consideration is allocated to assets and liabilities on the basis of fair value at the date of acquisition. c. Goodwill Goodwill arising on consolidation is capitalised and amortised through the profit and loss account over a period of 20 years or less in line with the directors' view of its useful economic life. Prior to the adoption of FRS10, Goodwill and Intangible Assets, purchased goodwill was written off to reserves in the year of acquisition. When a subsequent disposal occurs, any related goodwill previously written off to reserves is included in the profit and loss account as part of the profit or loss on disposal. d. Foreign currencies All assets, liabilities and results denominated in foreign currencies are translated into sterling at rates of exchange ruling at the year end. The rates ruling at the current and previous year ends were as follows: 2001 2000 France £1 = Ffr 10.55 Ffr 10.93 United States £1 = US $1.42 US $1.60 Differences arising from the translation of the net equity investment in overseas subsidiaries are dealt with through reserves. e. Turnover Turnover is stated net of VAT and comprises rental income, sales of trading stocks, commissions and fees receivable. Rent increases arising from rent reviews due during the year are taken into account only to the extent that such reviews are agreed with tenants at the accounting date. f. Disposal of properties Sales of properties are recognised in the accounts if an unconditional contract is exchanged by the balance sheet date and the sale is completed before the accounts are approved by the Board. Profits or losses arising from the sale of investment properties are calculated by reference to book value and treated as exceptional items while those arising from the sale of trading stocks are included in the profit and loss account as part of the operating profit of the Group. g. Depreciation In accordance with SSAP19, Investment Properties, no depreciation is provided in respect of the Group's freehold investment properties and leasehold investment properties with over 20 years to run. This represents a departure from the provisions of the Companies Act 1985 which requires all properties to be depreciated. Such properties are held not for consumption but for investment and the directors consider that to depreciate them would not give a true and fair view. Depreciation is only one of the many factors reflected in the annual valuation of properties and accordingly the amount of depreciation which might otherwise have been charged cannot be separately identified or quantified. Depreciation is provided on other fixed assets on a straight line basis having regard to their estimated useful lives of between three and eight years and in the case of leasehold investment properties with less than 20 years to run, over the remaining life of the lease. h. Valuation of properties Investment properties are independently valued annually by external professional valuers on an open market basis. Investment properties under development are stated at estimated market value on completion, supported by independent valuation, less estimated costs to complete. Any surplus or deficit on revaluation is transferred to the revaluation reserve except that deficits below original cost which are expected to be permanent are charged to the profit and loss account. Finance charges incurred on investment properties under development are capitalised within the historic cost until practical completion. Trading stock is stated at the lower of cost and net realisable value. i. Investments in joint ventures and associates In accordance with FRS9, Associates and Joint Ventures, joint ventures are included under the gross equity method. As a result, the Group's balance sheet discloses the Group's share of the gross assets and gross liabilities of the joint ventures. Associates are shown at the Group's share of their net assets. In both cases, the Group's share of operating profit, net interest payable and taxation are included in the Group's profit and loss account. j. Other investments Fixed asset investments are stated at cost less any provision for permanent diminution in value. k. Financial instruments The Group uses interest rate swaps for hedging purposes in line with its risk management policies to alter the risk profile of existing underlying exposure in respect of floating rate debt. Amounts payable and receivable in respect of interest rate swaps are recognised as adjustments to interest expense over the period of the contracts. l. Deferred taxation Deferred tax assets are recognised to the extent that they are considered recoverable. Provision is made for timing differences on the liability method to the extent that it is probable that a liability will crystallise in the foreseeable future. No provision for deferred tax is made in respect of the surplus arising on the revaluation of investment properties, except where it is anticipated that a property will be sold. m. Pensions The Group makes pre-defined contributions to employees' personal pension plans. 2. Turnover, cost of sales and gross profit These comprise: 2001 Cost of Gross Turnover sales profit £000 £000 £000 Rents receivable 46,804 (6,516) 40,288 Sales of commercial trading properties 5,924 (5,263) 661 Sales of residential trading properties 2,535 (2,475) 60 Other income 2,694 - 2,694 _______ _______ _______ 57,957 (14,254) 43,703 ====== ====== ====== continued... 2000 Cost of Gross Turnover sales profit £000 £000 £000 Rents receivable 41,865 (7,181) 34,684 Sales of commercial trading properties 21,605 (19,161) 2,444 Sales of residential trading properties 7,106 (5,322) 1,784 Other income 1,478 - 1,478 _______ _______ _______ 72,054 (31,664) 40,390 ====== ====== ====== The cost of sales in relation to rents receivable consist of: 2001 2000 £000 £000 Rents payable 954 1,704 Property management fees 587 399 Legal and professional fees 1,234 1,592 Irrecoverable service charges 1,185 1,608 Amortisation of short leasehold properties 661 - Other property costs 1,895 1,878 ______ ______ 6,516 7,181 ====== ====== 3. Segmental analysis a. Geographical segmental analysis The geographical split of the Group's business was as follows: 2001 Turnover Operating profit Net assets £000 £000 £000 United Kingdom 54,589 34,519 636,564 France 1,270 811 6,903 United States 2,098 1,358 16,908 ______ ______ ______ 57,957 36,688 660,375 ====== ====== Net investment in joint ventures and associate 26,031 Net debt (24b) (327,231) ______ 359,175 ====== continued... 2000 Turnover Operating profit Net assets £000 £000 £000 United Kingdom 69,859 30,278 608,421 France 819 470 6,112 United States 1,376 798 16,089 ______ ______ ______ 72,054 31,546 630,622 ====== ====== Net investment in joint ventures and associate 27,248 Net debt (24b) (344,063) ______ 313,807 ====== Turnover by geographic destination was the same as turnover by origin. All of the Group's profit on the sale of investment properties of £5,950,000 (2000 : £2,945,000) was realised in the United Kingdom with the exception of an amount of £570,000 written off against a property in the United States (2000 : profit of £302,000). b. Business segmental analysis The Group operates in only one business segment. The following subdivision of the Group's operations is intended to assist an understanding by users of these financial statements of its performance in these sectors. Gross rents Net rents receivable receivable Book value £000 £000 £000 RPI properties - own properties 1,487 1,198 41,929 Short leasehold properties 1,869 1,008 18,115 High yielding properties 25,326 21,783 223,923 Properties held for their lease restructuring potential 3,944 3,404 57,055 Properties held for their reversionary potential 711 623 13,191 Special projects 6,726 5,923 197,215 Properties held for resale 6,741 6,349 106,306 _______ _______ _______ Total - own properties 46,804 40,288 657,734 ====== ====== ====== RPI properties - joint ventures 3,035 2,783 24,804 ====== ====== ====== Total - RPI properties 4,522 3,981 66,733 ====== ====== ====== continued... Valuation Ungeared return Ungeared return uplift for the year 2001 for the year 2000 £000 % % RPI properties - own properties 1,010 8.9 54.7 Short leasehold properties (468) 5.2 12.4 High yielding properties 5,140 12.2 19.9 Properties held for their lease restructuring potential 1,042 8.1 10.4 Properties held for their reversionary potential 1,890 22.8 7.1 Special projects 27,224 22.3 17.7 Properties held for resale 9,139 18.2 9.6 _______ Total - own properties 44,977 15.2 16.9 ====== RPI properties - joint ventures 625 15.2 21.5 ====== Total - RPI properties 1,635 11.6 36.3 ====== Definitions: RPI properties are those whose rents increase in line with the Retail Price Index - typically annually. Short leasehold are those leaseholds of 50 years or less. properties High yielding are those yielding more than the average of the CB properties Hillier Parker Rent Index. Properties held for are those where it is anticipated additional income / their lease value can be created restructuring through the reorganisation of their lease structure. potential Properties held for are those where the current market rent exceeds the their existing (or passing) rent. reversionary potential Special projects are those properties with large capital values and significant development potential. Properties held for are those whose income / value potential has been fully resale realised. The ungeared return for the year takes account of net rental income, profits from disposal and revaluation surpluses and expresses this sum as a percentage of a capital base consisting of opening book values adjusted for acquisitions and disposals on a time apportioned basis. Further information on returns achieved in the year is set out in note 25. 4. Administrative expenses These include: 2001 2000 £000 £000 Directors' emoluments 1,729 1,627 Staff costs 2,161 2,401 Legal and other professional fees 1,549 1,853 Office costs 965 910 (Profit) loss on sale of fixed assets (8) 74 Depreciation of tangible fixed assets 224 135 Operating lease payments 280 275 General expenses 115 196 _____ _____ 7,015 7,471 ===== ===== Legal and other professional fees are shown net of a recovery of £805,000 (2000 : £ nil) in respect of costs some of which relate to previous years. a. Fees paid to auditors and their affiliates 2001 2000 £000 £000 Audit - Group 120 160 - Parent company only 25 25 Non-audit 702 1,054 ===== ===== b. Staff costs Total payroll costs were as follows: 2001 2000 £000 £000 Wages and salaries 3,004 3,024 Social security costs 348 362 Other pension costs 190 190 ______ ______ 3,542 3,576 ====== ====== c. Staff numbers The average number of persons, all engaged in property portfolio management and administration, employed by the Group during the year was 27 (2000 : 32). 5. Directors' emoluments, share options and interests in ordinary shares a. Emoluments Basic salary Bonus Fees Benefits £000 £000 £000 £000 Executive N G Ellis (Chairman) 125 125 - 18 A R Wyatt 373 325 - 34 N S K Shattock 160 145 - 16 E S Dugdale 160 145 - 14 Non-executive J B Evans - - 38 - B S Thomas - - 25 - M Meech (appointed 4 July 2000) - - 19 - R A Barfield (resigned 4 July 2000) - - 6 1 C H Armon-Jones (resigned 11 April 2000) - - - - D J Kirkpatrick (resigned 31 October 1999) - - - - ______ ______ ______ ______ Total 2001 818 740 88 83 ====== ====== ====== ====== Total 2000 740 715 97 75 ====== ====== ====== ====== continued... 2001 2000 2001 2000 Total Total Pensions Pensions £000 £000 £000 £000 Executive N G Ellis (Chairman) 268 270 - - A R Wyatt 732 661 37 32 N S K Shattock 321 299 16 15 E S Dugdale 319 295 16 15 Non-executive J B Evans 38 38 - - B S Thomas 25 2 - - M Meech (appointed 4 July 2000) 19 - - - R A Barfield (resigned 4 July 2000) 7 26 - - C H Armon-Jones (resigned 11 April 2000) - 23 - - D J Kirkpatrick (resigned 31 October 1999) - 13 - - ______ ______ ______ ______ Total 2001 1,729 1,627 69 62 ====== ====== ====== ====== Total 2000 - 1,627 ====== ====== Fees include payments of £25,000 (2000 : £2,000) made to BT Consulting on behalf of B S Thomas. In addition, consultancy fees amounting to £114,000 were paid to a former director in respect of advice to the Group's Structured Finance (Q3P) Division. No further fees are expected to be paid in relation to this assignment. b. Share options 31 March 2001 31 March 2000 Number of Number of Date of grant ordinary shares ordinary shares A R Wyatt 22.02.99 752,474 752,474 28.05.99 98,060 98,060 13.06.00 128,762 - N S K Shattock 18.08.95 200,000 200,000 23.07.96 88,494 88,494 06.08.97 82,352 82,352 22.02.99 39,604 39,604 28.05.99 49,029 49,029 13.06.00 38,625 - E S Dugdale 26.07.94 130,000 130,000 18.08.95 70,000 70,000 23.07.96 70,000 70,000 06.08.97 72,132 72,132 22.02.99 66,007 66,007 28.05.99 49,029 49,029 13.06.00 38,625 - ________ ________ 1,973,193 1,767,181 ======= ======= continued... Exercise period Exercise price per share from to A R Wyatt 151.5p 22.02.02 22.02.09 163.2p 28.05.02 28.05.09 155.3p 13.06.03 13.06.10 N S K Shattock 114.0p 18.08.98 18.08.05 113.0p 23.07.99 23.07.06 136.0p 06.08.00 06.08.07 151.5p 22.02.02 22.02.09 163.2p 28.05.02 28.05.09 155.3p 13.06.03 13.06.10 E S Dugdale 110.0p 26.07.97 26.07.04 114.0p 18.08.98 18.08.05 113.0p 23.07.99 23.07.06 136.0p 06.08.00 06.08.07 151.5p 22.02.02 22.02.09 163.2p 28.05.02 28.05.09 155.3p 13.06.03 13.06.10 The range of closing middle market prices for the ordinary shares of the Company during the year was 115.0p to 193.5p. The price at the year end was 181.0p. c. Interests in ordinary shares The interests of directors holding office at the end of the year in the ordinary shares of the Company were as follows: 2001 2000 2001 2000 Shares under Shares under Shares Shares option option N G Ellis 9,000 9,000 - - A R Wyatt 2,020,116 2,018,207 979,296 850,534 N S K Shattock 66,339 52,699 498,104 459,479 E S Dugdale 20,708 20,547 495,793 457,168 J B Evans 16,500 16,500 - - B S Thomas 10,000 10,000 - - M Meech 3,668 - - - ________ ________ ________ ________ 2,146,331 2,126,953 1,973,193 1,767,181 ======= ======= ======= ======= There were no changes in directors' interests in ordinary shares between the year end and the date these accounts were signed. 6. Net interest payable 2001 2000 £000 £000 Interest payable on bank loans and overdrafts 24,110 21,886 Interest payable on other loans 1,386 1,494 Finance charges on hire purchase contracts 1 7 _______ ______ 25,497 23,387 Amortisation of financing costs 1,350 1,315 ______ ______ 26,847 24,702 Interest capitalised (1,651) (1,409) Interest receivable (1,460) (1,713) Profit on termination of hedging arrangements - (1,599) ______ ______ Group interest charge 23,736 19,981 Share of joint venture interest payable 1,824 874 ______ ______ 25,560 20,855 ====== ====== Of the interest capitalised in the year of £1,651,000, the amount capitalised to investment properties was £996,000 (2000 : £947,000) and to stock £655,000 (2000 : £462,000). The share of joint venture interest is shown after interest capitalised of £264,000 (2000 : £329,000). 7. Tax on profit on ordinary activities 2001 2000 £000 £000 Corporation tax Current at 30% (2000 : 30%) 2,718 2,407 Deferred (155) (188) Overseas taxation 129 104 Share of tax of joint ventures (note) - 522 ______ ______ 2,692 2,845 ====== ====== Reconciliation of the taxation charge: Profit on ordinary activities before taxation at 30% (2000 : 30%) 6,248 4,850 Accelerated capital allowances for which no tax has been provided (835) (776) Use of tax losses and ACT (1,590) (1,875) Disallowable expenditure 600 501 Indexation (900) - Non-taxable income and other differences (831) 145 ______ ______ 2,692 2,845 ====== ====== The current year Corporation tax charge includes the share of joint venture tax for which the Group is liable. 8. Dividends 2001 2000 £000 £000 Interim (paid): 2.5p (2000 : 2.0p) per share 3,214 2,634 Final (proposed): 4.0p (2000 : 3.5p) per share 5,116 4,610 ______ ______ 8,330 7,244 ====== ====== 9. Earnings per share and net asset value per share Earnings per share 2001 Adjusted for reorganisation Based on costs underlying Basic £000 profits £000 £000 Profit for the financial year 17,820 17,820 17,820 Exceptional items after tax - - - Profit on sale of investment properties after tax - - (5,182) Break gain on termination of hedging arrangements after tax - - - ______ ______ ______ 17,820 17,820 12,638 ====== ====== ====== Weighted average number of shares (000) 129,963 129,963 129,963 ====== ====== ====== continued... Earnings per share 2000 Adjusted for reorganisation Based on costs underlying Basic £000 profits £000 £000 restated Profit for the financial year 12,857 12,857 12,857 Exceptional items after tax - 961 961 Profit on sale of investment properties after tax - - (2,427) Break gain on termination of hedging arrangements after tax - - (1,119) ______ ______ ______ 12,857 13,818 10,272 ===== ====== ===== Weighted average number of shares (000) 122,432 122,432 122,432 ====== ====== ===== Earnings per share on a diluted basis have been calculated on an adjusted profit of £17,988,000 (2000 : £12,857,000) and the adjusted weighted average number of shares of 133,373,000 (2000 : 123,712,000). The profit has been adjusted by £168,000 relating to interest on the unlisted convertible unsecured loan stock. The weighted average number of shares has been adjusted by 1,410,000 shares and 2,000,000 shares relating to share options and the unlisted convertible unsecured loan stock respectively. Undiluted net asset value per share has been based on net assets of £ 359,175,000 (2000 : £313,807,000) and 127,907,000 (2000 : 131,710,000) shares. Net asset value per share on a diluted basis has been calculated on adjusted net assets of £362,175,000 (2000 : £313,807,000) and 131,317,000 (2000 : 132,991,000) shares. 10. Investment properties The movements in the year in investment properties were as follows: Group Freehold Long leasehold Short Total leasehold £000 £000 £000 £000 Cost or valuation: Balance 1 April 2000 433,959 145,256 23,155 602,370 Reclassification (1,900) 1,900 - - Exchange movement 2,276 - - 2,276 Transfer from trading stock - 544 - 544 Additions 59,161 23,011 89 82,261 Disposals (63,983) (5,480) (4,000) (73,463) Amount written off (570) - - (570) Short leasehold amortisation - - (661) (661) Revaluation surplus (deficit) 39,095 6,350 (468) 44,977 _______ _______ _______ _______ Balance 31 March 2001 468,038 171,581 18,115 657,734 ====== ====== ====== ====== The historical cost of the Group's investment properties as at 31 March 2001 was £524,835,000 (2000 : £503,492,000) and includes capitalised interest of £1,943,000 (2000 : £947,000). With the exception of those noted below, all investment properties in the United Kingdom and the United States were valued as at 31 March 2001 by Jones Lang LaSalle, Chartered Surveyors, and Matthews & Goodman, Chartered Surveyors, as external valuers, on the basis of open market value and in accordance with the Appraisal and Valuation Manual of the Royal Institution of Chartered Surveyors. Northdale House, Wembley, an hotel investment property, has been valued by TRI Hospitality Consulting, as external valuers, on a fully operational basis. Chateau Rouge, Marcq en Baroeul, Lille, France has been valued by Bourdais Expertises s.a., Chartered Surveyors, as external valuers, in accordance with the French Valuation Charter adopted by the French Association of Chartered Surveyors. 11. Other fixed assets Group and Company Fixtures, fittings Short leasehold Motor vehicles & equipment Total £000 £000 £000 £000 Cost: Balance 1 April 2000 292 226 342 860 Additions 340 53 98 491 Disposals (4) (110) (14) (128) _______ _______ _______ _______ Balance 31 March 2001 628 169 426 1,223 ====== ====== ====== ====== Depreciation: Balance 1 April 2000 (56) (108) (213) (377) Charge for the year (110) (35) (79) (224) Disposals - 34 - 34 _______ _______ _______ _______ Balance 31 March 2001 (166) (109) (292) (567) ====== ====== ====== ====== Net book value: 31 March 2001 462 60 134 656 ====== ====== ====== ====== 31 March 2000 236 118 129 483 ====== ====== ====== ====== 12. Fixed asset investments a. Investment in joint ventures Group Share of net assets Advances Total £000 £000 £000 Balance 1 April 2000 8,890 17,895 26,785 Disposals (1,500) (414) (1,914) _______ _______ _______ 7,390 17,481 24,871 Exchange movement 467 - 467 Share of profit 1,923 - 1,923 Revaluation deficit (1,937) - (1,937) Reallocation (1,963) 1,963 - _______ _______ _______ Balance 31 March 2001 5,880 19,444 25,324 ====== ====== ====== The Group's principal joint ventures were as follows: Holding % of share Country of Joint capital incorporation venture held partner Quercus 500 'A' ordinary shares 50 United Norwich (General of £1 each Kingdom Union Partner) Investments Limited Quercus 19.8 United Norwich Property Kingdom Union Partnership (Note) Investments and Quercus (General Partner) Limited Hanford Mall 50 United States Canadian Partners Imperial Limited Bank of Partnership Commerce Note In addition, the Group is entitled to a further share equal to 3.1% of the net assets in the joint venture and has joint control of the General Partner. Properties held in joint ventures were valued as at 31 March 2001 by Matthews & Goodman, Chartered Surveyors, and TRI Hospitality Consulting (both Quercus) and Jones Lang LaSalle, Chartered Surveyors (Hanford Mall) as external valuers on the basis of open market value and in accordance with the Appraisal and Valuation Manual of the Royal Institution of Chartered Surveyors. The above joint ventures have accounting periods ending on 31 December. The Group's share of their results for the period 1 January 2001 to 31 March 2001 has been based on their management accounts. b. Investment in associate The Group has retained an interest in the income stream and reversionary value of a number of properties sold to Aqua Trust which is owned by Norwich Union Annuities. The Group's 50% share of the reversionary interests were valued as at the balance sheet date by Insignia Richard Ellis Limited, Chartered Surveyors, as external valuers, on the basis of open market value and in accordance with the Appraisal and Valuation Manual of the Royal Institution of Chartered Surveyors. Group £000 Balance 1 April 2000 463 Share of net profit 6 Revaluation surplus 238 _______ Balance 31 March 2001 707 ====== c. Other fixed asset investments Group and Company £000 Own shares: Balance 1 April 2000 56 Marked to market adjustment 25 ______ Balance 31 March 2001 81 Other: Additions in year 262 ______ Total: Group 31 March 2001 343 ====== As at 31 March 2001, 44,716 ordinary shares of 25p in Quintain Estates and Development PLC with a cost of £75,000 were held in an Employee Share Trust to satisfy accrued bonus entitlements of employees. At the year end, the market value of these shares was £81,000. Additions include an amount of £250,000 subscribed for shares in ZagMe Limited, representing 4% of the share capital of the company. The company is involved in retail e-commerce in relation to shopping centres. Company only £000 Subsidiaries: Balance 1 April 2000 293,948 Additions 2,503 ______ Balance 31 March 2001 296,451 ====== Total: Company 31 March 2001 296,794 ====== Principal subsidiaries (whose results are included in the Group financial statements): % of share % of share capital held capital held by by Principal activity Company Subsidiary Incorporated in the United Kingdom Albion Properties Birmingham Limited Property 100% investment Albion Properties Colchester Limited Property 100% investment Albion Properties Norwich Limited Property 100% investment Cadmus Investments Limited Property 100% investment Chesterfield Investments Property 100% (No.1) Limited investment Chesterfield (Neathouse) Limited Property 100% investment Chesterfield (No.9) Limited Property 100% investment Chesterfield Properties Property 100% Limited investment Comchester Properties Limited Property 100% investment Comgrove Properties Limited Property 100% investment Corfield Properties Limited Property 100% investment Croydon Land Limited Property 100% investment Croydon Land (No.2) Limited Property 100% investment Croydon Properties Limited Property trading 100% Croydon Properties (No.2) Limited Property trading 100% The Crystal Peaks Investment Company Limited Property 100% investment English & Overseas Investments plc Property 100% investment English & Overseas Properties plc Property 100% investment EPIC Commercial Properties Limited Property 100% investment Estates Property Investment Company Limited Property 100% investment George Wilson Developments (Dover) Limited Property 100% investment Keswick Holdings Limited Property 100% investment Licensed Retail Properties Limited Property 100% investment Listed Offices Limited Property 100% investment Meridian Delta Limited Property 100% investment Permitobtain Limited Property 100% investment Qhere Limited Property 100% investment Qoin Limited Property 100% investment Quaystone Properties Limited Property 51% investment Quintain (No.1) Limited Property 100% investment Quintain (No.2) Limited Property 100% investment Quintain (No.3) Limited Property 100% investment Quintain (No.5) Limited Property 100% investment Quintain (No.7) Limited Property 100% investment Quintain (No.9) Limited Property 100% investment Quintain (No.10) Limited Property 100% investment Quivercare Limited Property 100% investment Quocumque Limited Property 100% investment Quondam Estates Investment Limited Property 100% investment Quondam Estates (No.2) Investment Limited Property 100% investment Quo Vadis Estates Limited Property 100% investment Quo Vadis Properties Limited Property 100% investment Tenstall Limited Property 100% investment Incorporated in France: Continental Investment Holding company 99% Development s.a. SCI Bureaux Du Chateau Rouge Property 80% investment Incorporated in the United States: Chesterfield Holdings Inc Holding company 100% Chesterfield Investments Inc Property 100% investment In the United Kingdom, 49% of Quaystone Properties Limited is owned by Yates Brothers Wine Lodges PLC. In France, the minority stake in SCI Bureaux Du Chateau Rouge is held by Zamara Corporation (15%) and Lille Gestion (5%). The overseas subsidiaries have accounting periods ending on 31 December. The Group's share of their results for the period 1 January 2001 to 31 March 2001 has been based on their management accounts. All companies operate principally in their countries of incorporation. A complete list of subsidiaries will be annexed to the next annual return delivered to the Registrar of Companies. 13. Debtors 2001 2000 2001 2000 Group Group Company Company £000 £000 £000 £000 Trade debtors 3,924 10,155 - 993 Amounts due from subsidiary undertakings - - - 4,650 VAT recoverable - 801 - 2,398 Deferred tax asset 1,994 1,994 - - Amounts due under contracts for sale 21,466 32,653 - - Other debtors 11,253 8,961 1,487 968 Prepayments and accrued income 1,012 1,735 272 133 ______ ______ ______ ______ 39,649 56,299 1,759 9,142 ====== ====== ====== ====== MORE TO FOLLOW

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