Final Results

LHP Investments PLC 16 June 2006 Registered number 5338258 LHP INVESTMENTS Plc DIRECTOR'S REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2006 Chairman's Report We successfully completed a placing of shares on 23 February 2005, realising £250,000 (£178,000 net of placing expenses), in addition to the £50,000 subscribed to found the Company. A loss of £38,000 was incurred during the period from formation to 31 January 2006. The Board is satisfied that the Company has adequate cash resources to fund its ongoing operations and the Directors continue to seek a suitable acquisition to enhance shareholder value. However, the Company remains a cash shell at present and, under AIM rules, its quotation was suspended on 3 April 2006. We actively continue to seek suitable acquisitions and are optimistic of announcing an acquisition in the coming months. L.E.V. Knifton Chairman Company Information Company Number 5338258 Registered Office Finsgate 5-7 Cranwood Street London EC1V 9EE Directors LEV Knifton PT Claridge (Resigned 30 May 2006) SV Oakes (Appointed 30 May 2006) Secretary International Registrars Limited Finsgate 5-7 Cranwood Street London EC1V 9EE Registrars Share Registration Limited Craven House West Street Surrey GU9 7EN Bankers National Westminster Bank Plc Moorgate Branch PO Box 712 94 Moorgate London EC2M 6XT Auditors Jeffreys Henry LLP Finsgate 5-7 Cranwood Street London EC1V 9EE Nominated Advisers Nabarro Wells & Co Limited Saddlers House Gutter Lane London EC2V 6HS Brokers Falcon Securities (UK) Limited 154 Bishopsgate London EC2M 4LN Directors' report The Directors present their report together with the financial statements of the Company for the period ended 31 January 2006. History The Company was incorporated as LHP Investments Limited on 20 January 2005 and changed its name to LHP Investments Plc on 25 January 2005. Principal Activities The Company is at present a cash shell. Review of the Business The results for the period and the financial position of the Company are as shown in the annexed financial statements. Dividends The Directors do not recommend the payment of a dividend for the period. Substantial Interests The Directors have been notified that at the date of this report the following shareholders have a substantial interest in the share capital of the Company: Holding P. T. Claridge 39.84% L E. V. Knifton 13.28% W.N.V. Weller 13.28% S.V. Oakes 13.28% Hanover Nominees Ltd 10.76% Directors The following have held office since the incorporation of the Company: L E. V. Knifton P. T. Claridge (Resigned 30 May 2006) S.V. Oakes (Appointed 30 May 2006) Directors' Interest The Directors interest in the shares of the Company at 31 January 2006 are as follows: Ordinary Shares As 0.1p each Number L E. V. Knifton 8,333,334 P. T. Claridge 25,000,000 S.V. Oakes 8,333,333 Directors' report (continued) In addition, the Directors have the following warrants to subscribe for ordinary shares at par: Ordinary Shares As 0.1p each Number L E. V. Knifton 333,334 P. T. Claridge 1,000,000 S.V. Oakes 333,333 Creditor payment policy The Company policy, in relation to all of its suppliers, is to settle the terms of payment when agreeing the terms of the transactions and to abide by those terms. The Company does not follow any code or statement on payment policy. Creditor days at the end of the period were 62 days. Auditors The Directors appointed Jeffreys Henry LLP as first auditors to the Company in accordance with Section 385 of the Companies Act 1985, a resolution proposing their reappointment as auditors of the Company will be put to the Annual General Meeting. Corporate Governance The Company is not required to comply with the Code of Best Practice as set out in section 1 of the Combined Code appended to the listing rules of the Financial Services Authority as it is listed on AIM. All relevant decisions are taken by the full Board. Statement of Directors' Responsibilities The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice. Company law requires the Directors to prepare the financial statements for each financial year which give a true and fair view of the state of the affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the Directors are required to select suitable accounting policies and then apply them consistently, make judgements and estimates that are reasonable and prudent; prepare the financial statements on a going concern basis unless it is inappropriate to assume that the Company will continue in business; and state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the financial statements. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. On behalf of the Board S.V. Oakes Director Report of the independent auditors to the members of LHP Investments Plc We have audited the financial statements of LHP Investments Plc for the period ended 31 January 2006. These financial statements have been prepared under the historical cost convention and the accounting policies set out therein. This report is made solely to the Company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken for no purpose other than to draw to the attention of the Company's members those matters which we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the Company and Company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and Auditors As described in the statement of Directors' responsibilities, the Company's Directors are responsible for the preparation of the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding the Directors' remuneration and transactions with the Company is not disclosed. We read the other information contained in the Annual Report, comprising only the Directors' report and chairman's statement, and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of Audit Opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, 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 financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF LHP INVESTMENTS PLC Continued Opinion In our opinion the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the Company's affairs as at 31 January 2006 and of the loss for the period ended and have been properly prepared in accordance with the Companies Act 1985. Jeffreys Henry LLP Chartered Accountants Registered Auditors Profit and Loss Account For the period 20 January 2005 to 31 January 2006 Note 2006 £000 Turnover - - Operating expenses Administration (41) ----- Operating loss 2 (41) Interest receivable 3 ----- Loss on ordinary (38) activities before taxation Taxation on ordinary 3 - activities ----- Loss for the financial 8 (38) period after taxation ----- Loss per share - Basic 4 0.06p - Diluted 4 0.06p There were no other recognised gains or losses in the period and all operations are continuing. Balance Sheet Note 2006 £000 Current assets Debtors 5 6 Cash at bank and in hand 196 ----- 202 Creditors: amounts falling 6 (7) due within one year ----- Net current assets 195 ----- Total assets less current 195 liabilities ----- Capital and reserves Called up share capital 7 63 Share premium 8 170 Profit and loss account 8 (38) ----- Shareholders' funds (Equity 9 195 Interests) ----- ON BEHALF OF THE BOARD S.V.OAKES DIRECTOR Cash flow statement Notes £'000 £'000 Net cash outflow from operating activities A (40) Returns on investment and servicing of finance Interest received 3 ------ Net cash inflow for returns on investment and servicing of finance 3 Taxation - ---- Net cash outflow before management of (37) liquid resources and financing Financing Issue of ordinary share capital (net of 233 expenses) ------ Net cash inflow from financing 233 ---- Increase in Cash in the period B 196 ---- Notes to the Cash Flow Statement A: Reconciliation of operating loss to the Net Cash Outflow from operating activities £'000 Operating loss (41) (Increase) in Debtors (6) Increase in Creditors 7 ----- Net cash outflow from operating activities (40) ----- B. Analysis of Net Funds At 20.01.2005 Cash Flow At 31.01.06 £'000 £'000 £'000 Net Cash: Cash at Bank and in Hand - 196 196 ----- ------- --------- 1. Accounting policies Basis of Accounting The financial statements have been prepared in accordance with applicable accounting standards under the historical cost convention. The Company is an AIM listed 'shell' which is actively seeking a suitable acquisition. On the basis that the finance raised in the year and expected future AIM costs, the accounts have been prepared on a going concern basis. Taxation The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS19. 2 Operating Loss 2006 £'000 The operating loss is stated after charging: Auditors' remuneration 4 Directors' emoluments - ---- On 2 February 2005 L.E.V. Knifton was granted warrants to subscribe for 333,334 ordinary shares at par , S.V. Oakes was granted warrants to subscribe for 333,333 ordinary shares at par and P.T. Claridge was granted warrants to subscribe for 1,000,000 ordinary shares at 2 pence per share any time before 1 February 2008. 3. Taxation Current Tax: UK Corporation tax - ---- Factors affecting the tax charge for the period Loss on ordinary activities before taxation (38) ---- Loss on ordinary activities before taxation multiplied by the standard rate of UK corporation tax of 30% (7) ---- Effects of: Carry forward tax losses (7) ---- Current tax charge - ---- At 31 January 2006 the Company had excess management expenses to carry forward of £38,000. The deferred tax asset on these tax losses of £7,000 has not been recognised due to the uncertainty of recovery. 4. Loss per Share 2006 The loss per share is based on the following losses and £'000 shares in issue: Losses 38 ---- Number of shares in issue: Number Basic 60,962,202 Fully diluted 64,972,551 --------- 2006 5. Debtors £'000 Other debtors 6 --------- 6. Creditors: Amounts falling due within one year 2006 £'000 Other creditors 7 --------- 7. Called up share capital 2006 £'000 Authorised 1,000,000,000 ordinary shares of 0.1p each 1,000 --------- Allotted, issued and fully paid 62,750,000 ordinary shares of 0.1p each 63 --------- 1 share was issued on formation, on 20 January 2005, at par. 49,999,999 shares were issued on 31 January 2005, at par. 12,500,000 shares were issued under the placing on 23 February 2005, at 2p per share. 250,000 shares were issued on 24 August 2005 in satisfaction of a trade creditor, at 2p per share. On 2 February 2005 Warrants to subscribe for up to 4,500,000 shares, exercisable at par, were issued. The last date for conversion is 1 February 2008. On 2 February 2005 'A' warrants to subscribe for up to 2,500,000 shares, exercisable at 2p each, were issued. The last date for conversion is 1 February 2008. 8. Reserves Share Profit & Total Premium Loss Account Account £'000 £'000 £'000 On placing at 23 February 2005 237 - 237 Expenses of placing (72) - (72) On satisfaction of creditor on 24 5 - 5 August 2005 Deficit for the period - (38) (38) ----- ------ ------ At 31 January 2006 170 (38) 132 ----- ------ ------ 9. Reconciliation of movements in shareholders' funds £'000 Issue of shares less expenses of issue 233 Loss for the period (38) ---- Closing shareholders' funds 195 ---- 10. Financial instruments The Company's financial instruments comprise trade creditors, cash, and equity shares. The Company has taken advantage of the exemption under FRS13 to exclude short term debtors and short term creditors from the disclosure of financial assets and liabilities. The Company has cash at bank. This is placed on short term deposit to maximise the group's liquid resources and no interest rate hedging is undertaken. During the year a weighted average of 2.0% was achieved. 11. Control LHP Investments plc is listed on the Alternative Investment Market of the London Stock Exchange. At the date of the Annual Report in the Directors opinion there is no controlling party. 12. Publication of accounts In accordance with the AIM rules a copy of the accounts has been sent to shareholders and a copy of these accounts can be obtained free of charge during office hours from the Company's registered office, International Registrars Limited, Finsgate, 5-7 Cranwood Street, London EC1V 9EE. This information is provided by RNS The company news service from the London Stock Exchange FR AKAKKQBKKBAD

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