Interim Results
Baronsmead VCT 3 PLC
11 August 2006
Baronsmead VCT 3 plc
To: Company Announcements
From: Baronsmead VCT 3 plc
Date: 11 August 2006
Interim Results for the period to 30 June 2006
Highlights
• NAV per share increased by 10.2 per cent to 125.45p before payment of a
2.5p interim dividend.
• NAV per C share increased by 0.3 per cent to 95.43p before payment of a 1p
interim dividend.
• After dividend payments, the NAV per ordinary share was 122.95p and the C
share was 94.43p at 30 June 2006.
• The total return since launch in 2001 on the ordinary shares is 59.2 per
cent (AITC method), which is equivalent to an annualised investment return
of 9.0 per cent.
The Chairman, Mark Cannon Brookes, said
'The unquoted investments have continued to progress well with good uplifts in
value. The resulting increase in NAV per share for the ordinary shares at 30
June 2006 has been achieved against a backdrop of increasingly uncertain and
volatile markets.
The Finance Act 2006 confirmed the earlier proposed VCT legislative revisions.
As a result the Dividend Reinvestment Scheme will be suspended and replaced by a
Scheme whereby existing ordinary shares will be issued in lieu of dividends to
ordinary shareholders only.
RESULTS | In the six months to 30 June 2006, the Net Asset Value (NAV) per
ordinary share increased by 10.23 per cent from 113.81p (after the final
dividend) to 125.45p before payment of the interim dividend. A 2.5p interim
dividend for ordinary shares has been declared and will be paid on 20 October
2006, once ordinary shareholders have confirmed whether they wish to receive
cash or existing shares in lieu.
The final tranche of the 24 million C share fund raising was issued on 3 January
2006 amounting to £5.8 million net proceeds. The total return for the C shares
increased by 0.3 per cent based on the net revenue received from the gilt and
cash portfolio. After the interim dividend of 1p per share, the resulting NAV
per C share was 94.43p at 30 June 2006.
The total return in the first six months for the ordinary share portfolio was
achieved after a performance fee of £288,000 (including VAT) has been accrued,
assuming that the performance is sustained in the remaining six months. This is
equivalent to 0.9p per ordinary share. No performance fee has yet been
triggered by the C share pool of assets.
The six VCT tests relating to the running of Baronsmead VCT 3 were met during
the period. The most visible of these tests is that more than 70 per cent of
the portfolio has been invested in qualifying investments beyond the first three
accounting periods. At the period end, 89 per cent of the capital raised (net
of launch costs) prior to 1 January 2004 was invested in VCT qualifying
investments. Some £12 million of the C share capital requires to be invested in
qualifying investments by 31 December 2007 and this rate has been achieved to
date with £3.5 million invested.
During the period 313,708 new ordinary shares were issued at a price of 117.8p
per share to existing shareholders who had subscribed to the Dividend
Reinvestment Scheme (DRIS). The Company bought back 1,140,000 ordinary shares
to be held in Treasury at an average price of 106p, representing a discount of
approximately 10 per cent to NAV per share.
LONG TERM PERFORMANCE | The total return since inception is 59 per cent for the
ordinary shares and 0.5 per cent for the C shares to date. These returns are
stated net of running costs but prior to launch costs being taken into account.
The ordinary share total return is over 20 per cent ahead of the peer group
average of five generalist VCTs and in the five years to 30 June 2006 also ranks
Baronsmead VCT 3 in the top half of the 17 conventional Private Equity
Investment Trusts identified by AITC (source: www.Trustnet.com).
VCT reliefs were designed to redress both the restrictive nature of the VCT
legislation under which qualifying investments can be selected and the perceived
higher risk for investing in smaller unquoted and AiM-traded companies. If the
initial 20 per cent subscription relief is taken into account, Baronsmead VCT 3
is ranked in the top quartile and ahead of many well-known names in private
equity.
The total return since launch of 59 per cent is the absolute measure of the
Manager's investment performance. From an investor's perspective, if a
shareholder had invested £100 (after £5 launch costs) in 2001, the NAV per share
assuming dividends reinvested is £152 to which the subscription tax relief can
also be added.
THE PORTFOLIO | In the six months under review, 5 new investments were made and
after the sale of the investments in Language Line and Accuma Group, the
portfolio increased to 63 companies. Further rounds of investment were made in
Jelf Group and Driver Group. The C share portfolio now has 8 investments valued
at £3.5 million.
Five unquoted investments were revalued for the first time. Good trading
progress was also sustained at Martin Audio, Occam, RLA Group and Americana
leading to an 8.4p NAV per ordinary share uplift well spread across this part of
the portfolio.
There was considerable volatility in the prices of AiM-traded companies as the
market rose strongly until the end of May and then went sharply into reverse
taking many of the gains away leaving the value of the portfolio £0.8 million
ahead from 31 December 2005. Top slicing profits of £476,000 were taken from
the part sale of four AiM shareholdings plus the £117,000 profit on full sale of
Accuma. The main ups and downs reflect several themes inherent in smaller
companies:
• The impact of technology advances can be seen in NeuTec Pharma and also Zoo
Digital. After the period end, the former was sold to Novartis where
the residual shares realised 7 times their cost and the overall outcome
represented 3.4 times cost of the original investment of £316,000 in early
2002. The company specialises in the science of producing anti-bodies to
mitigate the MRSA bug in hospitals. Conversely Zoo failed to convert its
interactive DVD software into sufficient commercial applications and at
the period end stood at only 10 per cent of cost.
• Buoyant niche markets often provide the opportunity for growth as seen
at Colliers CRE, Debtmatters and IPT whereas the reverse also applies as
experienced by Real Good Food and WIN.
The relative health of portfolio companies is measured quarterly in terms of
profitability as well as other non-financial bench-marks. At the year end, 84
per cent of the portfolio companies were reporting better or steady progress.
INTRODUCTION OF THE DIVIDEND REINVESTMENT PLAN (DRIP) | The Budget statement in
March 2006 signalled that the Government wished to redirect the future capital
raised by VCTs after 6 April 2006 into smaller companies with gross assets of up
to £7 million, half that of the level that applied to capital raised before this
date. An analysis of the last 40 investments made by Baronsmead VCT 3
highlights that most of these could have qualified within the revised level
although a significant minority of investees would have not qualified
subsequently for further rounds of finance.
The Board has decided not to issue new shares in the current financial year
until the impact of the revisions is better understood. The immediate
consequence is that the current Dividend Reinvestment Scheme is suspended.
Nonetheless, the Board believe that the proposal to introduce a Dividend
Reinvestment Plan to purchase existing ordinary shares does provide investment
attractions for ordinary shareholders who wish to build their capital as opposed
to receiving cash dividends.
Shareholders who increase their holding via the DRIP will be buying into a
well-diversified portfolio, which has shown consistent overall growth. Realised
capital profits and net revenue have historically supported the current dividend
policy and this is also the future intention. Dividends generated by the DRIP
shares will be tax-free for qualifying ordinary shareholders and the shares are
not subject to capital gains tax. The DRIP scheme is not available to C
shareholders as there is unlikely to be any market in the shares until
conversion into ordinary shares in early 2008.
The resolution at the EGM to enable the Board to re-issue shares out of Treasury
was passed on the 8 August 2006, with 92 per cent of shareholders voting in
favour, some 20 per cent of the shareholder base. This authority will help
satisfy demand for shares that cannot be met by the normal market mechanisms.
In light of the VCT legislation revisions, the Board will be surveying
shareholders later in 2006 not only to check their understanding of
shareholder's main priorities for the future but also so that the Board can
consider how to develop the secondary market in the shares of Baronsmead VCT 3.
DEVELOPMENT OF THE SECONDARY MARKET | The track record of Baronsmead VCT 3 over
the last five years demonstrates a strong positive total return and favourable
comparison with both the FTSE Indices and other Private Equity Investment
Trusts. For the first time, this report illustrates performance against the
APCIMS (Association of Private Client Investment Managers and Stockbrokers)
indicex, a recognised Private Investor Index. As dividends are tax-free
incorporating the income tax relief Baronsmead VCT 3 has exceeded the APCIMS '
growth' portfolio total returns over 1, 3 and 5 years. If the VCT tax relief is
excluded the Company's total return exceeds APCIMS over 1 and 5 years.
The share price has typically been 10 per cent less than the NAV per ordinary
share. The Board believes that the yield of the ordinary shares may well be a
more appropriate metric for judging the share price. The historic yield of the
dividends paid in 2005 is 5 per cent for basic rate taxpayers or 7.4 per cent
for those paying tax at the higher rate, which are attractive levels for
shareholders with a preference for income.
OUTLOOK | Quoted markets have come back from their peak in May following the
prospects of interest rates rising and the subsequent adverse impact on debt
leverage. This suggests a rockier economic climate in the near term and a
feeling that the market will be flat.
The portfolio of your Company is in a healthy state and with a good degree of
diversity. We are still in a phase of increasing the portfolio, hopefully to
some 70 qualifying companies by the year-end, and believe that we can sustain a
consistent investment performance.'
David Thorp, ISIS EP LLP plc: 0207 506 1609
Rhonda Nicoll, F&C Asset Management plc: 0131 465 1074
Unaudited Income Statement
Ordinary Shares
Six months to 30 June 2006
Revenue Capital Total
£'000 £'000 £'000
Unrealised gains on investments - 4,035 4,035
Realised gains on investments 230 230
Income 517 - 517
Investment management fee (151) (848) (999)
Other expenses (111) - (111)
---------- ----------- -----------
Profit on ordinary activities before taxation 255 3,417 3,672
Tax on ordinary activities (32) 70 38
---------- ----------- -----------
Profit on ordinary activities after taxation 223 3,487 3,710
---------- ---------- -----------
Return per ordinary share 0.67p 10.54p 11.21p
---------- ---------- -----------
Dividends paid/proposed: Revenue Capital Total
£'000 £'000 £'000
Final dividend for the year ended 31 December 2005 of 3.5p per ordinary 501 669 1,170
share
Interim dividend for the year ended 31 December 2006 of 2.5p per 168 672 840
ordinary share
669 1,341 2,010
Unaudited Reconciliation of Movement in Shareholders' Funds
Six months to 30 June 2006
Ordinary
Shares
£'000
Opening shareholders' funds 39,226
Profit for the period 3,710
Increase in share capital in issue 367
Purchase of shares for Treasury (1,222)
Dividends paid (1,170)
Closing shareholders' funds 40,911
Unaudited Income Statement
C Shares
Six months to 30 June 2006
Revenue Capital Total
£'000 £'000 £'000
Unrealised losses on investments - (62) (62)
Realised gains on investments - -
Income 495 - 495
Investment management fee (67) (201) (268)
Other expenses (49) - (49)
---------- ----------- -----------
Profit/(loss) on ordinary activities before taxation 379 (263) 116
Tax on ordinary activities (104) 66 (38)
---------- ----------- -----------
Profit/(loss) on ordinary activities after taxation 275 (197) 78
---------- ---------- -----------
Return per C share 1.15p (0.82)p 0.33p
---------- ---------- -----------
Dividends proposed: Revenue Capital Total
£'000 £'000 £'000
Interim dividend for the year ended 31 December 2006 of 1.0p per C 240 - 240
share
240 - 240
Unaudited Reconciliation of Movement in Shareholders' Funds
Six months to 30 June 2006
C Shares
£'000
Opening shareholders' funds 17,022
Profit for the period 78
Increase in share capital in issue 5,804
Closing shareholders' funds 22,904
Unaudited Income Statement
Total Shares
Six months to 30 June 2006
Revenue Capital Total
£'000 £'000 £'000
Unrealised gains on investments - 3,973 3,973
Realised gains on investments - 230 230
Income 1,012 - 1,012
Investment management fee (218) (1,049) (1,267)
Other expenses (160) - (160)
---------- ----------- -----------
Profit on ordinary activities before taxation 634 3,154 3,788
Tax on ordinary activities (136) 136 -
---------- ----------- -----------
Profit on ordinary activities after taxation 498 3,290 3,788
---------- ---------- -----------
Return per share 0.87p 5.77p 6.64p
---------- ---------- -----------
Dividends paid/proposed: Revenue Capital Total
£'000 £'000 £'000
Final dividend for the year ended 31 December 2005 of 3.5p per 501 669 1,170
ordinary share
Interim dividend for the year ended 31 December 2006 of 2.5p per 168 672 840
ordinary share
Interim dividend for the year ended 31 December 2006 of 1.0p per C 240 - 240
share
909 1,341 2,250
Unaudited Reconciliation of Movement in Shareholders' Funds
Six months to 30 June 2006
Total
Shares
£'000
Opening shareholders' funds 56,248
Profit for the period 3,788
Increase in share capital issue 6,171
Purchase of shares for Treasury (1,222)
Dividends paid (1,170)
Closing shareholders' funds 63,815
Unaudited Income Statement
Six months to 30 June 2005
Revenue Capital Total
£'000 £'000 £'000
Unrealised gains on investments - 2,670 2,670
Realised losses on investments - (185) (185)
Income 433 - 433
Investment management fee (134) (400) (534)
Other expenses (135) - (135)
---------- ----------- -----------
Profit on ordinary activities before taxation 164 2,085 2,249
Tax on ordinary activities - - -
---------- ----------- -----------
Profit on ordinary activities after taxation 164 2,085 2,249
---------- ---------- -----------
Return per ordinary share 0.49p 6.20p 6.69p
_____ _____ _____
Dividends paid/proposed: Revenue Capital Total
£'000 £'000 £'000
Final dividend for the year ended 31 December 2004 of 2.7p per share 298 596 894
Interim dividend for the period ended 30 June 2005 of 2.0p per share 170 509 679
468 1,105 1,573
Unaudited Reconciliation of Movement in Shareholders' Funds
Six months to 30 June 2005
Ordinary
Shares
£'000
Opening shareholders' funds 35,488
Profit for the period 2,249
Deferred consideration 12
Net increase in share capital in issue 789
Dividends paid (894)
Closing shareholders' funds 37,644
Audited Income Statement
Ordinary Shares
Year to 31 December 2005
Revenue Capital Total
£'000 £'000 £'000
Unrealised gains on investments - 3,793 3,793
Realised gains on investments - 1,295 1,295
Income 1,461 - 1,461
Investment management fee (278) (1,026) (1,304)
Other expenses (251) - (251)
---------- ----------- -----------
Profit on ordinary activities before taxation 932 4,062 4,994
Tax on ordinary activities (226) 226 -
---------- ----------- -----------
Profit on ordinary activities after taxation 706 4,288 4,994
---------- ---------- -----------
Return per ordinary share 2.09p 12.73p 14.82p
---------- ---------- -----------
Dividends paid/proposed: Revenue Capital Total
£'000 £'000 £'000
Final dividend for the year ended 31 December 2004 of 2.7p per 298 596 894
ordinary share
Interim dividend for the year ended 31 December 2005 of 2.0p per 169 509 678
ordinary share
Final dividend for the year ended 31 December 2005 of 3.5p per 501 669 1,170
ordinary share
968 1,774 2,742
Unaudited Reconciliation of Movement in Shareholders' Funds
Year to 31 December 2005
Ordinary
Shares
£'000
Opening shareholders' funds 35,488
Profit for the year 4,994
Deferred consideration 13
Net increase in share capital in issue 303
Dividends paid (1,572)
Closing shareholders' funds 39,226
Audited Income Statement
C Shares
Year to 31 December 2005
Revenue Capital Total
£'000 £'000 £'000
Unrealised gains on investments - 2 2
Realised gains on investments - - -
Income 92 - 92
Investment management fee (14) (42) (56)
Other expenses (27) - (27)
---------- ----------- -----------
Profit(loss) on ordinary activities before taxation 51 (40) 11
Tax on ordinary activities (10) 10 -
---------- ----------- -----------
Profit/(loss) on ordinary activities after taxation 41 (30) 11
---------- ---------- -----------
Return per C share 0.37p (0.27)p 0.10p
---------- ---------- -----------
Unaudited Reconciliation of Movement in Shareholders' Funds
Year to 31 December 2005
C Shares
£'000
Opening shareholders' funds -
Profit for the year 11
Net increase in share capital in issue 17,011
Closing shareholders' funds 17,022
Audited Income Statement
Total
Year to 31 December 2005
Revenue Capital Total
£'000 £'000 £'000
Unrealised gains on investments - 3,795 3,795
Realised gains on investments - 1,295 1,295
Income 1,553 - 1,553
Investment management fee (292) (1,068) (1,360)
Other expenses (278) - (278)
---------- ----------- -----------
Profit on ordinary activities before taxation 983 4,022 5,005
Tax on ordinary activities (236) 236 -
---------- ----------- -----------
Profit on ordinary activities after taxation 747 4,258 5,005
---------- ---------- -----------
Return per share 2.06p 11.75p 13.81p
---------- ---------- -----------
Dividends paid/proposed: Revenue Capital Total
£'000 £'000 £'000
Final dividend for the year ended 31 December 2004 of 2.7p per 298 596 894
ordinary share
Interim dividend for the year ended 31 December 2005 of 2.0p per 169 509 678
ordinary share
Final dividend for the year ended 31 December 2005 of 3.5p per 501 669 1,170
ordinary share
968 1,774 2,742
Unaudited Reconciliation of Movement in Shareholders' Funds
Year to 31 December 2005
Total
Shares
£'000
Opening shareholders' funds 35,488
Profit for the year 5,005
Deferred consideration 13
Net increase in share capital in issue 17,314
Dividends paid (1,572)
Closing shareholders' funds 56,248
Unaudited Balance Sheet
As at 30 June 2006
Ordinary C
Shares Shares Total
£'000 £'000 £'000
Fixed Assets
Quoted on AiM 14,809 1,816 16,625
Quoted FTSE SmallCap 670 - 670
Unquoted investments 19,733 1,722 21,455
Listed interest bearing securities 4,755 17,573 22,328
_______ _______ _______
39,967 21,111 61,078
Net current assets 944 1,793 2,737
______ ______ ______
Total assets less current liabilities 40,911 22,904 63,815
______ ______ ______
Financed by:
Shareholders' funds 40,911 22,904 63,815
______ ______ ______
Net asset value per ordinary/C share: 125.45p 95.43p
Ordinary/C shares in issue 32,612,392 23,999,772
Treasury net asset value per share+ 124.39p
Number of ordinary shares in issue 32,612,392
Number of ordinary shares held in Treasury 2,480,000
Number of listed ordinary shares 35,092,392
+ At an EGM held on 8 August 2006, Shareholders renewed the existing authority
to dis-apply pre-emption rights in relation to the allotment or sale from
Treasury of up to 10 per cent of the listed share capital. The Board is now
mandated to sell Treasury shares at a discount to the prevailing NAV.
Accordingly the shares held in Treasury at 30 June 2006 have been valued at
middle market price whereas previously they had been valued at NAV.
Unaudited Balance Sheet
As at 30 June 2005
Ordinary
Shares
£'000
Fixed Assets
Quoted on AiM 13,442
Quoted FTSE SmallCap 619
Unquoted investments 17,498
Listed interest bearing securities 4,803
_______
36,362
Net current assets 1,282
______
Total assets less current liabilities 37,644
______
Financed by:
Shareholders' funds 37,644
______
Net asset value per ordinary share: 110.92p
Ordinary shares in issue 33,937,092
Treasury net asset value per share 110.92p
Number of ordinary shares in issue 33,937,092
Number of ordinary shares held in Treasury 645,000
Number of listed ordinary shares 34,582,092
Audited Balance Sheet
As at 31 December 2005
Ordinary C Total
Shares Shares
£'000
Fixed Assets
Quoted on AiM 13,983 422 14,405
Quoted FTSE SmallCap 610 - 610
Unquoted investments 18,153 399 18,552
Listed interest bearing securities 4,799 9,033 13,832
______ ______ ______
37,545 9,854 47,399
Net current assets 1,681 7,168 8,849
______ ______ ______
Total assets less current liabilities 39,226 17,022 56,248
______ ______ ______
Financed by:
Shareholders' funds 39,226 17,022 56,248
______ ______ ______
Net asset value per ordinary/C share: 117.31p 95.13p
Ordinary/C shares in issue 33,438,684 17,894,064
Treasury net asset value per share 117.31p
Number of ordinary shares in issue 33,438,684
Number of ordinary shares held in Treasury 1,340,000
Number of listed ordinary shares 34,778,684
Summarised Unaudited Statement of Cash Flows
Six months to 30 June 2006
Ordinary C Total
Shares Shares
£'000 £'000 £'000
Net cash (outflow)/inflow from operating activities (329) 122 (207)
Capital expenditure and financial investment 1,886 (11,422) (9,536)
Equity dividends paid (1,170) - (1,170)
----------- ----------- -----------
Net cash inflow/(outflow) before financing 387 (11,300) (10,913)
Financing (854) 7,181 6,327
----------- ----------- -----------
Decrease in cash (467) (4,119) (4,586)
----------- ----------- -----------
Reconciliation of net cash flow to movement in net cash
Decrease in cash (467) (4,119) (4,586)
Opening net cash 1,933 5,815 7,748
----------- ----------- -----------
Net cash at end of period 1,466 1,696 3,162
----------- ----------- -----------
Reconciliation of operating profit before taxation to net cash flow from
operating activities
Profit on ordinary activities before taxation 3,672 116 3,788
Unrealised (gains)/losses on investments (4,035) 62 (3,973)
Realised gains on investments (230) - (230)
Decrease/(increase) in debtors 166 (131) 35
Increase in creditors 98 75 173
----------- ----------- -----------
Net cash (outflow)/inflow from operating activities (329) 122 (207)
----------- ----------- -----------
Summarised Unaudited Statement of Cash Flows
Six months to 30 June 2005
Ordinary Shares
£'000
Net cash outflow from operating activities (152)
Capital expenditure and financial investment (192)
Equity dividends paid (894)
-----------
Net cash outflow before financing (1,238)
Financing 790
-----------
Decrease in cash (448)
-----------
Reconciliation of net cash flow to movement in net cash
Decrease in cash (448)
Opening net cash 1,951
-----------
Net cash at end of period 1,503
-----------
Reconciliation of operating profit before taxation to net cash flow from
operating activities
Profit on ordinary activities before taxation 2,249
Unrealised gains on investments (2,670)
Realised losses on investments 185
Decrease in debtors 80
Increase in debtors 4
-----------
Net cash outflow from operating activities (152)
-----------
Summarised Unaudited Statement of Cash Flows
Year to 31 December 2005
Ordinary C Shares
Shares Total
£'000
Net cash outflow from operating activities (33) (140) (73)
Capital expenditure and financial investment 1,284 (9,750) (8.466)
Equity dividends paid (1,572) - (1,572)
----------- ----------- -----------
Net cash outflow before financing (321) (4,790) (10,111)
Financing 303 15,605 15,908
----------- ----------- -----------
(Decrease)/increase in cash (18) 5,815 5,797
----------- ----------- -----------
Reconciliation of net cash flow to
movement in net cash
(Decrease)/increase in cash (18) 5,815 5,797
Opening net cash 1,951 - 1,951
----------- ----------- -----------
Net cash at end of period 1,933 5,815 7,748
----------- ----------- -----------
Reconciliation of operating profit before taxation to net cash flow from
operating activities
Profit on ordinary activities before taxation 4,994 11 5,005
Unrealised gains on investments (3,793) (2) (3,795)
Realised gains on investments (1,295) - (1,295)
Increase in debtors (154) (130) (284)
Increase in creditors 215 81 296
----------- ----------- -----------
Net cash outflow from operating activities (33) (40) (73)
----------- ----------- -----------
Notes
1. The unaudited interim results which cover the six months to 30 June 2006
have been drawn up in accordance with the applicable accounting standards and
adopting the accounting policies set out in the statutory accounts for the year
ended 31 December 2005:
2. There were 32,612,392 ordinary shares in issue at 30 June 2006 (31 December
2005: 33,438,684; 30 June 2005: 33,937,092). During the period 313,708
ordinary shares were issued and 1,140,000 ordinary shares were bought in by the
company to be held in Treasury at a cost of £1,222,000.
There were 23,999,772 C shares in issue at 30 June 2006 (31 December 2005:
17,894,064; 30 June 2005: nil). During the period 6,105,708 C shares were
issued.
3. Earnings for the six months to 30 June 2006 should not be taken as a guide
to the results for the full year. The returns per ordinary share are based on a
weighted average of 33,097,562 (31 December 2005: 33,702,319; 30 June 2005:
33,594,934) ordinary shares in issue during the period. The returns per C share
are based on a weighted average of 23,932,306 (31 December 2005: 11,117,964) C
shares in issue during the period.
4. The interim dividends of 2.5p per ordinary share (comprising 0.5p revenue
dividend and 2.0p capital dividend) and 1.0p per C share (revenue) will be paid
on 20 October 2006 to shareholders on the register on 25 August 2006.
5. On 26 July 2006, the Company received court approval to transfer
£10,815,000, being the amount standing to the credit of the share premium
account regarding the C shares, to a special distributable reserve. Shareholder
approval allows the reserve to make any distributions and accordingly, the
reserve will be amalgamated with the Profit and Loss account of the Company.
6. These are not statutory accounts in terms of Section 240 of the Companies
Act 1985 and are unaudited. The full audited accounts for the period to 31
December 2005, which were unqualified, have been lodged with the Registrar of
Companies. No statutory accounts in respect of any period after 31 December
2005 have been reported on by the Company's auditors or delivered to the
Registrar of Companies.
7. Copies of the interim report have been mailed to shareholders and are
available from the Registered Office of the Company at 100 Wood Street, London,
EC2V 7AN.
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