Interim Results

Numis Corporation PLC 02 May 2007 EMBARGOED FOR RELEASE 7:00 am Wednesday 2 May 2007 Numis Corporation Plc Interim Results for the six months ended 31 March 2007 Numis Corporation Plc ('Numis') a leading independent U.K. investment banking and broking business today announces interim results for the six months ended 31 March 2007. Financial Highlights and comparison with the same period last year • Revenue £39.4m (2006: £35.8m) +10% • Profit before tax and before non-recurring property costs £19.6m (2006: £16.8m) +17% • Profit before tax and after non-recurring property costs £18.1m (2006: £16.8m) +8% • Earnings per share before non-recurring property costs 13.5p (2006: 12.1p) +12% • Earnings per share 12.4p (2006: 12.1p) +2% • Interim dividend of 2.00p (2006: 1.25p) +60% Operational Highlights • Corporate client list increased to 104 and average market capitalisation now £200m • Core revenues from institutional clients up 52% • New York office now a significant contributor • First clients signed for Kazakh office • Excellent start to second half with all areas of the business performing strongly Commenting on the results, Oliver Hemsley, Chief Executive, said: 'Numis today is a stronger and higher quality business. We are pleased with the growth in our institutional franchise and revenues, the number of new corporate clients we have attracted and the overall development of our business. We have had an excellent start to the second half, with our primary and secondary businesses both performing well with a strong deal pipeline. We look forward with confidence to continued growth.' Note: Profit before tax and before non-recurring property costs includes an adjustment to reflect the related impact on incentive payments. Incentive payments are disclosed within administrative expenses on the face of the income statement. Contacts: Oliver Hemsley +44 20 7260 1000 Bill Trent Brunswick Gill Ackers +44 20 7396 5382 Lucie-Anne Brailsford +44 20 7404 5959 CHIEF EXECUTIVE'S STATEMENT Results During the six months ended 31 March 2007, revenue has risen to £39.4m (2006: £35.8m) and underlying profit before tax (before non-recurring property costs) rose to £19.6m (2006: £16.8m). Underlying earnings per share (before non-recurring property costs) were 13.5p (2006: 12.1p) while net assets have increased to £104.0m (September 2006: £91.7m). Cash balances are now £65.8m (September 2006: £74.9m). Review of Activities Dividend and Scrip Alternative The Board has decided to continue the rebalancing of the dividend towards a more even distribution and have declared an interim dividend of 2.00p per share (2006: 1.25p). The dividend will be payable on 4 July 2007 to all shareholders on the register at 11 May 2007. Shareholders will be offered the option to receive shares instead of a cash dividend, the details of which will be explained in a circular to accompany our interim report. Corporate Broking and Advisory It has been a busy six months for existing and new corporate clients of the group and the net number of corporate clients for whom we act has risen to 104 (2006: 101) and their average market capitalisation is now approximately £200m (2006: £115m). During the period, our clients raised a total of £383m (2006: £443m) through 20 (2006: 25) transactions; and, it is pleasing to note that approximately 50% of these funds were raised on behalf of existing clients, reflecting the increasing strength and quality of our corporate clientele. High levels of M&A activity have resulted in a number of our clients leaving the quoted arena but we have been more than successful in replacing these with new high quality companies with 15 new clients signed during the period. Recent appointments include co-lead manager and joint broker for the forthcoming IPO of the highly respected financial adviser, Hargreaves Lansdowne. Placing commissions have fallen during the period as a result of the timing of transactions, however, growth in our non-deal related income has more than compensated for this. Numis also continues to develop and finance large, innovative transactions. In December 2006, Numis structured and raised £100m for Clean Energy Brazil, a sugar cane and ethanol producer, which is already generating strong returns for investors. Paternoster UK Ltd, an insurance company established by Numis to take over closed final salary pension schemes, has succeeded in attracting significant levels of business and is now perceived as a major player in the area. Research, Sales and Execution Over the past 6 months we have continued to invest in improving the quality of our research product and service and we are pleased to see early returns from this investment in sharply increased institutional commissions and market recognition in the Thomson-Extel survey*. The firm now has a strong capability in a broad range of sectors. * details of the results of the Thomson-Excel survey are given in our published 2006 Annual Report and Accounts The market for objective research, particularly with the advent of unbundling, has shown that our investment in research capability has been well founded and we continue to add teams and individuals in attractive sectors. Our execution capability continues to win valuable share of market, reinforcing our research franchise and enabling us to compete for corporate brokerships. Numis' focus on client service and facilitation has benefited the firm in an environment where the demarcation lines between investors and intermediaries are increasingly blurred. We are benefiting from the growing appreciation by investors of the potential conflicts of interest within some investment banks and their proprietary trading activities. New York Office Our New York office is accelerating its growth and now accounts for 10% of our total institutional commissions. We continue to receive a very positive response from US institutions to our analysts and company roadshows in the US and we expect to be able to continue the rapid growth of our business in New York. People Numis continues to seek high quality people to enable us to improve our service to clients and service our expanding client base. Numis is an increasingly attractive choice for talented individuals who wish to work within a high quality, growing independent investment bank where they can participate in the direction and success of the business. Current trading and outlook Over the last six months we have strengthened our business significantly. We have made an excellent start to the second half of the year with all areas of our business performing strongly. We are well positioned to take advantage of the increasing globalisation of the London equity markets. Our pipeline of high quality transactions and our rapidly growing secondary market business give us confidence for the future. Oliver Hemsley Chief Executive 2 May 2007 CONSOLIDATED INCOME STATEMENT UNAUDITED FOR THE 6 MONTHS ENDED 31 MARCH 07 6 months ended 6 months ended Year ended 31 Mar 07 31 Mar 06 30 Sep 06 Restated Restated Notes Unaudited Unaudited Unaudited £'000 £'000 £'000 Revenue 2 37,526 35,671 72,028 Other operating income 1,867 94 181 ________ _______ _______ Total revenue 39,393 35,765 72,209 Administrative expenses 3 (21,563) (20,931) (40,742) _______ _______ _______ Underlying operating profit 17,830 14,834 31,467 Non-recurring property costs (2,196) - (200) _______ _______ _______ Operating profit 15,634 14,834 31,267 Share of results of associates 696 720 1,500 Finance income 1,942 1,281 3,149 Finance costs (204) (73) (223) _______ _______ _______ Profit before tax 18,068 16,762 35,693 Taxation (5,558) (4,546) (10,283) _______ _______ _______ Profit after tax 12,510 12,216 25,410 _______ _______ _______ Attributable to equity holders of the parent 12,510 12,216 25,410 Earnings per share 4 Basic - before non-recurring property costs 13.5p 12.1p 25.3p Basic 12.4p 12.1p 25.2p Diluted 12.1p 11.7p 24.3p Memo - dividends paid 5 3,971 2,574 3,845 CONSOLIDATED BALANCE SHEET UNAUDITED AS AT 31 MARCH 07 31 Mar 07 31 Mar 06 30 Sep 06 Restated Restated Notes Unaudited Unaudited Unaudited £'000 £'000 £'000 Non-current assets Property, plant and equipment 6a 2,455 1,331 1,388 Intangible assets 466 378 414 Other investments 6b - 1,892 - Associates 2,905 1,738 2,209 Derivative financial instruments 1,606 - 1,606 Deferred tax 1,044 636 788 ___________ ___________ ___________ 8,476 5,975 6,405 Current assets Trade and other receivables 6c 134,763 175,124 148,318 Trading investments 6d 38,075 14,030 24,196 Pledged assets 6e 27,574 10,770 8,059 Derivative financial instruments 2,765 1,404 1,066 Cash and cash equivalents 65,807 68,237 74,899 ___________ ___________ ___________ 268,984 269,565 256,538 Current liabilities Trade and other payables 6c (155,725) (181,377) (160,307) Financial liabilities (7,821) (5,288) (5,424) Provisions - - (200) Current income tax (5,475) (2,269) (2,080) ___________ ___________ ___________ (169,021) (188,934) (168,011) Net current assets 99,963 80,631 88,527 Non-current liabilities Provisions (4,471) (3,551) (3,207) ___________ ___________ ___________ Net assets 103,968 83,055 91,725 ___________ ___________ ___________ Equity Share capital 5,313 5,295 5,295 Share premium account 21,690 20,636 20,727 Capital reserve 157 (31) 68 Retained profits 76,808 57,155 65,635 ___________ ___________ ___________ Equity attributable to equity holders of the parent 103,968 83,055 91,725 ___________ ___________ ___________ CONSOLIDATED STATEMENT OF CHANGES IN EQUITY UNAUDITED FOR THE 6 MONTHS ENDED 31 MARCH 06, YEAR ENDED 30 SEPTEMBER 06 AND 6 MONTHS ENDED 31 MARCH 07 Share Share Capital Retained Total capital premium reserve profits £'000 £'000 £'000 £'000 £'000 Attributable to equity holders of the parent at 1 October 2005 5,258 19,341 - 49,308 73,907 New shares issued - scrip 37 1,295 1,332 Profit after tax 12,216 12,216 Dividends paid (2,574) (2,574) Exchange differences on translation (31) (31) of foreign operations Movement in respect of employee share plans (1,795) (1,795) -------- -------- -------- -------- -------- Attributable to equity holders of the parent at 31 March 2006 5,295 20,636 (31) 57,155 83,055 -------- -------- -------- -------- -------- Attributable to equity holders of the parent at 1 October 2005 5,258 19,341 - 49,308 73,907 New shares issued - scrip 37 1,386 1,423 Profit after tax 25,410 25,410 Dividends paid (3,845) (3,845) Exchange differences on translation of foreign operations 68 68 Movement in respect of employee share plans (5,238) (5,238) -------- -------- -------- -------- -------- Attributable to equity holders of the parent at 30 September 5,295 20,727 68 65,635 91,725 2006 -------- -------- -------- -------- -------- Attributable to equity holders of the parent at 1 October 2006 5,295 20,727 68 65,635 91,725 New shares issued - scrip 18 963 981 Profit after tax 12,510 12,510 Dividends paid (3,971) (3,971) Exchange differences on translation of foreign operations 89 89 Movement in respect of employee share plans 2,634 2,634 -------- -------- -------- -------- -------- Attributable to equity holders of the parent at 31 March 2007 5,313 21,690 157 76,808 103,968 -------- -------- -------- -------- -------- CONSOLIDATED CASH FLOW STATEMENT UNAUDITED FOR THE 6 MONTHS ENDED 31 MARCH 07 6 months ended 6 months ended Year ended 31 Mar 07 31 Mar 06 30 Sep 06 Restated Restated Notes Unaudited Unaudited Unaudited £'000 £'000 £'000 Cash flows from operating activities 7 (4,465) 17,876 41,925 Interest paid (2) (66) (41) Taxation paid (2,209) (8,229) (14,009) _______ _______ _______ Net cash from operating activities (6,676) 9,581 27,875 Investing activities Purchase of property, plant and equipment (1,976) (381) (805) Purchase of intangible assets (56) (157) (306) Purchase of non-current asset investments - (573) (5,695) Interest received 1,942 1,228 3,149 Proceeds from sale of non-current asset investments - 61 - Dividends received from associates - - 150 Dividends received from other investments - 18 - _______ _______ _______ Net cash (used in)/from investing activities (90) 196 (3,507) Financing activities Proceeds from issue of share capital - 130 130 Net movement in respect of Employee Benefit Trust * 535 - (6,508) Dividends paid (2,861) (1,221) (2,642) _______ _______ _______ Net cash (used in)/from financing (2,326) (1,091) (9,020) Net movement in cash and cash equivalents (9,092) 8,686 15,348 Opening cash and cash equivalents 74,899 59,551 59,551 Net movement in cash and cash equivalents (9,092) 8,686 15,348 _______ _______ _______ Closing cash and cash equivalents 65,807 68,237 74,899 _______ _______ _______ * In the six months to 31 March 2007 the Group effected purchases through the Employee Benefit Trust of £893,000 and collected receipts from employees of £1,428,000 in relation to future prospective Employee Benefit Trust purchases. The total cash distribution to equity holders of the parent in the six month period ending 31 March 2007 was £4,864,000, being the dividend paid during the period plus the above purchase of shares through the Employee Benefit Trust. NOTES TO THE FINANCIAL STATEMENTS Accounting policies 1. Basis of preparation The consolidated financial information contained within these financial statements has been prepared in accordance with accounting policies which will be adopted in presenting the full year annual report and accounts. The full year annual report and accounts will be prepared for the first time in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union. The Group has applied IFRS for the six month period ended 31 March 2007, with comparative figures for the six month period ended 31 March 2006 also presented under IFRS as adopted by the EU. Figures presented are in thousands sterling. In preparing these consolidated financial statements, the Group has elected to take advantage of certain transitional provisions within IFRS 1 'First-time adoption of International Financial Reporting Standards' ('IFRS 1') which offer exemptions from presenting comparative information in accordance with IFRS. The most significant optional exemptions available and taken advantage of by the Group are as follows •IFRS 2 'Share Based Payments' ('IFRS 2'); In accordance with IFRS 1, the new standard has been applied only to share options and equity instruments granted after 7th November 2002 that have not vested by 1st October 2005. •IAS 21 'The Effects of Changes in Foreign Exchange Rates' ('IAS 21'); In accordance with IFRS 1, cumulative translation differences arising on monetary items that form part of the Group's net investment in foreign operations are assumed to be zero at the date of transition. The financial statements are prepared under the historical cost convention with the exception of financial instruments which are stated in accordance with IAS 39 Financial Instruments: Recognition and Measurement. The Group has adopted IAS 39 for the year beginning 1 October 2005 and therefore comparative figures are also valued in accordance with IAS 39. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those of estimates. Full details of the Group's accounting policies can be found in the Impact of International Financial Reporting Standards ('IFRS') press release dated 2 May 2007 on our website (http://www.numiscorp.com). This release also contains reconciliations from UK GAAP to IFRS of the opening Equity as at 1 October 2005, the Equity as at 30 September 2006 and Profit before Tax for the year ended 30 September 2006 together with explanations of those reconciling items. NOTES TO THE FINANCIAL STATEMENTS 2. Revenue 6 months ended 6 months ended Year ended 31 Mar 07 31 Mar 06 30 Sep 06 Restated Restated Unaudited Unaudited Unaudited £'000 £'000 £'000 Institutional trading profits and commissions 18,339 12,048 17,556 Corporate retainers 1,967 1,695 3,464 Deal fees 7,049 4,781 8,980 Placing commissions 10,171 17,147 42,028 _________ _________ _________ 37,526 35,671 72,028 _________ _________ _________ 3. Administrative expenses 6 months ended 6 months ended Year ended 31 Mar 07 31 Mar 06 30 Sep 06 Restated Restated Unaudited Unaudited Unaudited £'000 £'000 £'000 Staff costs (excluding incentive payments) 9,352 8,422 15,666 Non-staff costs (excluding non-recurring property costs) 6,192 5,505 12,026 Incentive payments 6,019 7,004 13,050 _________ _________ _________ 21,563 20,931 40,742 _________ _________ _________ 4. Earnings per share Basic earnings per share is calculated on profit after tax of £12,510,000 (2006: £12,216,000) and 100,517,561 (2006: 100,734,605) ordinary shares being the weighted average number of ordinary shares in issue during the period. Diluted earnings per share assumes that options outstanding at the end of the financial period were exercised at the beginning of the period for options where the exercise price was less than the average price of the shares during the period. NOTES TO THE FINANCIAL STATEMENTS 6 months ended 6 months ended Year ended 31 Mar 07 31 Mar 06 30 Sep 06 Restated Restated Unaudited Unaudited Unaudited £'000 £'000 £'000 Weighted average number of ordinary shares in issue during the period -basic 100,518 100,735 100,712 Effect of options over ordinary shares 3,091 3,890 3,730 Diluted number of ordinary shares 103,609 104,625 104,442 Underlying earnings per share of 13.5p for the six months ended 31 March 2007 is calculated on profit after tax of £13,586,000 having been adjusted for the post tax impact of non recurring property costs and related incentive payment accruals. 5. Dividends 6 months ended 6 months ended Year ended 31 Mar 07 31 Mar 06 30 Sep 06 Restated Restated Unaudited Unaudited Unaudited £'000 £'000 £'000 Final dividend year ended 30 Sep 2005 (2.525p) 2,574 2,574 Interim dividend year ended 30 Sep 2006 (1.25p) 1,271 Final dividend year ended 30 Sep 2006 (3.75p) 3,971 ________ ________ ________ Distribution to equity holders of the parent 3,971 2,574 3,845 ________ ________ ________ The board declares the payment of an interim dividend of 2.00p per share, £2,027,000 (2006: 1.25p per share). The dividend will be payable on 4 July 2007 to all shareholders on the register on 11 May 2007. These financial statements do not reflect this dividend payable. 6. Balance sheet items (a) Property, plant and equipment In the six months to 31 March 2007 the Group acquired £1,976,000 of property, plant and equipment largely as a result of the move to our new premises in Paternoster Square. Also during the period a £512,000 impairment write-off was recorded in relation to previously capitalised leasehold improvements made to our former premises in Cheapside. NOTES TO THE FINANCIAL STATEMENTS (b) Other investments As set out in the published 2006 Annual Report and Accounts, holdings previously classified as non-current asset investments were reviewed during the year ended 30 September 2006 and it was concluded that these particular investments were no longer likely to be held for continuing long term use within the business. Hence they were reclassified and reported as current asset investments. In the balance sheet prepared under IFRS such investments are reported within trading investments. (c) Trade and other receivables and Trade and other payables Under UK GAAP, client, broker and other counterparty balances representing bought and sold securities transactions were shown net where a netting agreement was in place. Under IFRS, netting is only permitted when an enterprise has a legally enforceable right to set off the amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Although our netting agreements convey an enforceable right to net settlement, in practice such balances are settled on an individual basis as and when the relevant underlying securities are transferred. Therefore such assets and liabilities on the Group's balance sheet are now shown gross. (d) Trading investments In the six months to 31 March 2007 the Group acquired 10,630,572 shares in Clean Energy Brazil Plc, an AIM listed company, at the listing price of £1 per share. (e) Pledged assets The Group enters stock borrowing arrangements with certain institutions which are entered into on a collateralised basis with securities or cash advanced or received as collateral. Under such arrangements a security is purchased with a commitment to return it at a future date at an agreed price. The securities purchased are not recognised on the balance sheet and the transaction is treated as a secured loan made for the purchase price. Where cash has been used to effect the purchase, the purchase is recorded as a pledged asset on the balance sheet. The balance as at 31 March 2007 includes £19,631,000 related to a specific individual transaction entered into on 28 March 2007 and settled in full on 2 April 2007 at which time the level of pledged assets reduced to £8,025,000. NOTES TO THE FINANCIAL STATEMENTS 7. Reconciliation of operating profit to net cash from operating activities 6 months ended 6 months ended Year ended 31 Mar 07 31 Mar 06 30 Sep 06 Restated Restated Unaudited Unaudited Unaudited £'000 £'000 £'000 Operating profit 15,634 14,834 31,267 Impairment of property, plant and equipment 511 - 108 Impairment of non-current asset investments - - 27 Transfer from non-current to current asset investments - - 7,232 Depreciation 402 365 799 (Increase)/decrease in current asset trading investments (11,482) 3,029 (7,001) Decrease/(increase) in trade and other receivables 15,202 (59,283) (29,061) Increase in pledged assets (19,515) (2,913) (202) (Decrease)/increase in trade and other payables and provisions (3,518) 62,719 41,505 Increase in derivatives (1,699) (875) (2,143) Other non-cash movements - - (606) _______ _______ _______ Net cash from operating activities (4,465) 17,876 41,925 _______ _______ _______ NOTES TO THE FINANCIAL STATEMENTS 8. IFRS Reconciliation (a) Income statement for the six months ended 31 March 2006 - effect of IAS 1 'Presentation of Financial Statements' on UK GAAP balances UK GAAP balances in UK GAAP format IFRS UK GAAP balances in IFRS format adjustments £'000 £'000 £'000 Operating income 36,755 (36,755) 36,665 36,665 Revenue 94 94 Other operating income Administrative expenses (20,322) (20,322) Administrative expenses -------- ----------- -------- Operating profit 16,433 4 16,437 Operating profit Share of associated undertaking's operating profit 1,029 (309) 720 Share of results of associates Interest receivable and similar income 1,250 1,250 Finance income Interest payable and similar charges (69) (4) (73) Finance costs -------- ----------- -------- Profit on ordinary activities before tax 18,643 (309) 18,334 Profit before tax Tax on profit on ordinary activities (5,336) 309 (5,027) Taxation -------- ----------- -------- Profit on ordinary activities after taxation 13,307 13,307 Profit after tax -------- ----------- -------- Attributable to: Attributable to: Equity holders of the parent 13,307 13,307 Equity holders of the parent Dividends (1,324) (1,324) Memo - Dividends Earnings per share Earnings per share Basic 13.2p 13.2p Basic Diluted 12.7p 12.7p Diluted NOTES TO THE FINANCIAL STATEMENTS (b) Income statement for the six months ended 31 March 2006 - effect of other standards UK GAAP balances in IFRS format IFRS adjustments IFRS Financial Employee Dividends Provisions Foreign Intangible instruments benefits exchange assets IAS39 IAS19 IAS10 IAS37 IAS21 IAS38 IFRS2 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Revenue 36,665 (994) 35,671 Other operating income 94 94 Administrative expenses (20,322) (113) (496) (20,931) ------ ------- ------- ------ ------- ------- ------- -------- Operating Profit 16,437 (994) (113) - (496) - - 14,834 Share of results of associates 720 720 Finance income 1,250 31 1,281 Finance costs (73) (73) ------ ------- ------- ------ ------- ------- ------- -------- Profit before tax 18,334 (994) (113) - (496) 31 - 16,762 Taxation (5,027) 298 34 149 (4,546) ------ ------- ------- ------ ------- ------- ------- -------- Profit after tax 13,307 (696) (79) - (347) 31 - 12,216 ------ ------- ------- ------ ------- ------- ------- -------- Attributable to: Equity holders of the parent 13,307 (696) (79) - (347) 31 - 12,216 Memo - Dividends (1,324) (1,250) (2,574) Earnings per share Basic 13.2p 12.1p Diluted 12.7p 11.7p NOTES TO THE FINANCIAL STATEMENTS (c) Balance sheet as at 31 March 2006 - effect of IAS 1 'Presentation of Financial Statements' on UK GAAP balances UK GAAP balances in IFRS adjustments UK GAAP balances in IFRS format UK GAAP format Debtors Investments Creditors Provisions Fixed assets £'000 £'000 £'000 £'000 £'000 £'000 Non-current assets Tangible fixed assets 1,709 1,709 Property, plant and equipment Fixed asset investments 1,892 1,892 Other investments Investment in associated undertakings 1,738 1,738 Associate 721 721 Deferred tax ------ ------ ------- ------ ------- ------ 5,339 721 - - - 6,060 Current assets Current assets Debtors 101,629 (11,491) 90,138 Trade and other receivables Investments 18,802 (5,870) 12,932 Trading investments 10,770 10,770 Pledged assets 1,404 1,404 Derivative financial instruments Cash at bank and in hand 63,771 4,466 68,237 Cash and cash equivalents ------ ------ ------- ------ ------- ------ 184,202 (721) - - - 183,481 Creditors Current liabilities Amounts falling due within one year 107,269 (7,873) (1,741) 97,655 Trade and other payables 5,288 5,288 Financial liabilities 2,585 2,585 Current income tax ------ ------ ------- ------ ------- ------ 107,269 - - - (1,741) 105,528 Net current assets 76,933 (721) - - 1,741 77,953 Net current assets 189,541 - - - - 189,541 Total assets Non-current liabilities Provisions - 1,741 1,741 Provisions ------ ------ ------- ------ ------- ------ Net assets 82,272 - - - 82,272 Net assets ------ ------ ------- ------ ------- ------ Capital and Reserves Equity Share capital 5,295 5,295 Share capital Share premium account 20,636 20,636 Share premium account - Capital reserves Profit and loss account 56,341 56,341 Retained earnings ------ ------ ------- ------ ------- ------ Shareholders funds 82,272 - - - - 82,272 Equity attributable to equity ------ ------ ------- ------ ------- ------ holders of the parent NOTES TO THE FINANCIAL STATEMENTS (d) Balance sheet as at 31 March 2006 - effect of other standards UK GAAP balances in IFRS format IFRS adjustments IFRS Opening balance Gross up Financial Employee Dividends Provisions Foreign Intangible sheet instruments benefits exchange assets IFRS adj * IAS32 IAS39 IAS19 IAS10 IAS37 IAS21 IAS38 IFRS 2 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Non-current assets Property, plant and equipment 1,709 (309) (69) 1,331 Intangible assets 309 69 378 Other Investments 1,892 1,892 Associate 1,738 1,738 Deferred tax 721 (234) 149 636 ------ ------ ------ ------- ------ ------- ------ ------ ------ ------ 6,060 (234) - - - - 149 - - 5,975 Current assets Trade and other receivables 90,138 33,899 51,140 (53) 175,124 Trading Investments 12,932 2,092 (994) 14,030 Pledged Assets 10,770 10,770 Derivative financial instruments 1,404 1,404 Cash and cash equivalents 68,237 68,237 ------ ------ ------ ------- ------ ------- ------ ------ ------ ------ 183,481 35,991 51,140 (994) (53) - - - - 269,565 Current liabilities Trade and other payables 97,655 33,846 51,140 60 (1,324) 181,377 Financial Liabilities 5,288 5,288 Current income tax 2,585 16 (298) (34) 2,269 ------ ------ ------ ------- ------ ------- ------ ------ ------ ------ 105,528 33,862 51,140 (298) 26 (1,324) - - - 188,934 Net current assets 77,953 2,129 - (696) (79) 1,324 - - - 80,631 Total assets 189,541 35,757 51,140 (994) (53) - 149 - - 275,540 Non-current liabilities Provisions 1,741 1,314 496 3,551 ------ ------ ------ ------- ------ ------- ------ ------ ------ ------ Net Assets 82,272 581 - (696) (79) 1,324 (347) - - 83,055 ------ ------ ------ ------- ------ ------- ------ ------ ------ ------ Equity Share capital 5,295 5,295 Share premium account 20,636 20,636 Capital reserves - (31) (31) Retained earnings 56,341 581 (696) (79) 1,324 (347) 31 57,155 ------ ------ ------ ------- ------ ------- ------ ------ ------ ------ Equity attributable to equity holders of the parent 82,272 581 - (696) (79) 1,324 (347) - - 83,055 ------ ------ ------ ------- ------ ------- ------ ------ ------ ------ * As at 1 October 2005 NOTES TO THE FINANCIAL STATEMENTS (e) Cash flow statement for the six months ended 31 March 2006 - effect of IFRS on UK GAAP cash flow statement UK GAAP balances in IFRS adjustment IFRS IFRS format Financial Employee Provisions instruments benefits IAS39 IAS19 IAS37 IFRS2 £'000 £'000 £'000 £'000 £'000 Operating profit 16,437 (994) (113) (496) 14,834 Depreciation 365 365 Increase in debtors (59,336) 53 (59,283) Decrease in trading investments 2,035 994 3,029 Increase in pledged assets (2,913) (2,913) Increase in derivates (875) (875) Increase in creditors and provisions 62,163 60 496 62,719 -------- ------- ------- ------- -------- Cash flows from operating activities Cash generated from operations 17,876 - - - 17,876 Interest paid (66) (66) Taxation paid (8,229) (8,229) -------- ------- ------- ------- -------- Net cash from operating activities 9,581 - - - 9,581 Investing activities Purchase of furniture, fixtures and equipment (381) (381) Purchase of intangible fixed assets (157) (157) Purchase of non-current asset investment (573) (573) Interest Received 1,228 1,228 Proceeds from sale of non-current asset investments 61 61 Dividend received from other investments 18 18 -------- ------- ------- ------- -------- Net cash (used in)/from investing activities 196 - - - 196 Financing activities Proceeds from issue of share capital 130 130 Dividends paid (1,221) (1,221) -------- ------- ------- ------- -------- Net cash (used in)/from financing (1,091) - - - (1,091) Net increase in cash and cash equivalents 8,686 - - - 8,686 -------- ------- ------- ------- -------- Opening cash and cash equivalents 59,551 59,551 Net increase in cash and cash equivalents 8,686 8,686 -------- ------- ------- ------- -------- Closing cash and cash equivalents 68,237 68,237 -------- ------- ------- ------- -------- NOTES TO THE FINANCIAL STATEMENTS (f) Statement of changes in equity for the six months ended 31 March 2006 - effect of IFRS on UK GAAP balances Share capital Share premium Capital Retained profit Total reserves £'000 £'000 £'000 £'000 £'000 Balance as at 1 October 2005 - UK GAAP 5,258 19,341 - 48,727 73,326 IFRS re-statement: IAS 39 Financial instruments 1,464 1,464 IAS 19 Employee Benefits 37 37 IAS 37 Provisions (920) (920) -------- -------- ------- ------- ------- Balance as at 1 October 2005 - IFRS 5,258 19,341 - 49,308 73,907 New shares issued 37 1,295 1,332 Profit for the period 12,216 12,216 Dividends paid (2,574) (2,574) Exchange differences on translation of foreign (31) (31) operations Adjustment in respect of employee share plans (1,795) (1,795) -------- -------- ------- ------- ------- Balance as at 31 March 2006 - IFRS 5,295 20,636 (31) 57,155 83,055 -------- -------- ------- ------- ------- Equity attributable to equity holders of the parent 5,295 20,636 (31) 57,155 83,055 9. Results for year ended 30 September 2006 The results for the year ended 30 September 2006 are based on the latest published audited accounts, but subject to unaudited restatement to IFRS. They do not constitute the statutory accounts as defined in Section 240 of the Companies Act 1985. The published audited accounts have been delivered to the Registrar of Companies and included the report of the auditors that was unqualified. The Company Secretary Numis Corporation Plc The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT This information is provided by RNS The company news service from the London Stock Exchange

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