Final Results
Lupus Capital PLC
03 March 2006
Lupus Capital plc
Lupus Capital plc announces its unaudited preliminary results for the year ended 31 December 2005
Highlights:
• Proposed major acquisition for £84 million
• Sales increase of over 13%
• £3.176 million pre tax profits, up almost 7%
• 0.41p dividend per share in respect of the year, up over 5%
• continued strong cash generation
For further information please contact:
Alan Frame
Equity Development
Telephone 020 7405 7777
07850 944187
Listed on the London Stock Exchange and classified under 'Speciality and other
finance'
CHAIRMAN'S STATEMENT
Dear Shareholder,
I am very pleased to announce the proposed acquisition of Schlegel, an international door and window seal manufacturer
for £84 million for which we will be holding an EGM on 29 March 2006. Full details are enclosed in the prospectus
that is being published on 6 March.
It is also very satisfying to be able to report to you an outstanding year for your company in relation to our existing
business. Sales were up 13.2% to £7.479 million (2004: £6.607 million) and adjusted pre-tax profits increased 6.8% to
£3.176 million (2004: £2.974 million) before goodwill, the lesot charge and exceptional items. On an unadjusted basis
for the above items the reported pre-tax result for 2004 was a loss of £5.050 million.
A growing dividend has also been one of our objectives and we have been able, yet again, to achieve this with a series
of proposed dividends.
We are recommending a final dividend for 2005 of 0.278p (2004: 0.264p) which is an increase of over 5%. This final
dividend will be paid to shareholders following the AGM, which we expect to hold in May 2006.
We also intend to pay a special interim dividend of 0.114p per Ordinary Share in respect of the quarter ending 31 March
2006 to shareholders on the register on 31 March 2006. This special interim dividend will be paid to shareholders on 21
April 2006.
In addition we expect to pay, firstly, a further interim dividend of 0.049p for the first half of 2006. These two
interims for existing shareholders will make a total dividend for the first half of 2006 of 0.163p (0.132p) up 23% from
the 2005 first half. Secondly, we are planning a final dividend for the six months ending 31 December 2006 of 0.292p
(2005: 0.278p).
Thus we expect, in the absence of unforeseen circumstances, to declare dividends (including the special interim
dividend) for the financial year ending 31 December 2006 totalling 0.455p. This is equivalent to a dividend yield of
3.25 per cent at the issue price of the shares for the acquisition and will mean an increase for existing shareholders
of almost 11 per cent over the level of 2005 dividends. It is the intention of the Board to maintain a progressive
dividend policy in the future.
We are very excited about the progress that we are making with your company. Our results are good, backed up by
strong cash generation and a progressive dividend policy. The acquisition of Schlegel, a leading building products
manufacturer, is yet another step in creating a successful growing international business in line with our strategy of
developing Lupus Capital plc.
Yours sincerely,
Greg Hutchings
3 March 2006
The preliminary announcement was approved by the Board on 3 March 2006.
Group Income Statement
For the year ended 31 December 2005
Note 2005 2004*
£'000 £'000
Unaudited Audited
Revenue 3 7,479 6,607
Cost of sales (2,213) (1,838)
Gross profit 5,266 4,769
Administrative expenses
- administrative expenses 3 (2,180) (1,822)
- lesot charge 3 - (6,715)
- exceptional restructuring costs - (1,309)
Total administrative expenses (2,180) (9,846)
Operating profit/(loss) 3 3,086 (5,077)
Interest receivable and similar income 5 316 251
Interest payable and similar charges 5 (226) (224)
Profit/(loss) on ordinary activities before taxation 3,176 (5,050)
Taxation 6 (1,025) (538)
Profit/(loss) on ordinary activities attributable to 2,151 (5,588)
shareholders of the company
Earnings/(loss) per share - basic and diluted 8 0.90p (2.49p)
*restated under IFRS (see notes 2 and 24)
There were no recognised income and expense other than the profit for the year.
All results relate to continuing operations.
Group balance sheet
As at 31 December 2005
Note 2005 2004*
£'000 £'000
Unaudited Audited
Non-current assets
Intangible assets 9 11,421 11,421
Property, plant and equipment 10 443 396
11,864 11,817
Current assets
Inventories 11 331 251
Trade and other receivables 12 2,965 2,323
Cash and cash equivalents 19 2,654 1,649
5,950 4,223
17,814 16,040
Current liabilities
Finance lease obligations (1) -
Current tax (718) (518)
Trade and other payables 13 (1,196) (854)
(1,915) (1,372)
Non-current liabilities
Finance lease obligations 14 (2) -
Deferred tax 14 (19) -
(21) -
Net assets 15,878 14,668
Capital and reserves
Called up share capital 17 1,188 1,188
Merger reserve 18 10,389 10,389
Lesot reserve 18 - (8,201)
Profit and loss account 18 4,301 11,292
Shareholders' funds 15,878 14,668
*restated under IFRS (see notes 2 and 24)
Group Statement of Changes in Equity
For the year ended 31 December 2005
2005 2004*
Note £'000 £'000
Unaudited Audited
Opening equity 18 14,668 13,161
Profit/(loss) for the financial year 18 2,151 (5,588)
Lesot cost included in loss for the year - 6,715
Shares issued net of costs - 1,231
Dividends paid or legally committed to be paid on 18 (941) (851)
ordinary shares
Closing equity 15,878 14,668
*restated under IFRS (see note 24)
Group cash flow statement
For the year ended 31 December 2005
2005 2004*
£'000 £'000
Unaudited Audited
Cash flows from operating activities
Operating profit/(loss) 3,086 (5,077)
Depreciation 58 55
Movement in inventories (80) -
Movement in receivables (642) 548
Movement in payables 342 (575)
Lesot cost included in operating loss - 6,715
Interest received 316 252
Interest paid (226) (221)
UK corporation tax paid (806) (489)
Net cash inflow from operating activities 2,048 1,208
Investing activities
Property, plant and equipment (102) (36)
Net cash outflow from investing (102) (36)
activities
Financing
Issue of shares net of costs - 1,231
Equity dividends paid (941) (851)
Net cash (outflow)/inflow from financing (941) 380
activities
Increase in cash and cash equivalents 1,005 1,552
*restated under IFRS (see note 24)
Notes to the accounts
1. Accounting policies
1.1 Going concern basis
The financial statements have been prepared on the going concern basis.
1.2 Accounting convention
The financial statements have been prepared on a historical cost basis in accordance with applicable
International Financial Reporting Standards (IFRS) as adopted by the EU and with IFRS1 'First time adoption of
International Financial Reporting Standards'. The comparative information for the year ended 31 December 2004 was
previously reported under applicable UK accounting standards (UK GAAP) and has been restated where necessary. The
relevant changes of accounting policies are as follows:
(a) Goodwill
The previous requirement to amortise goodwill is replaced by an impairment review of goodwill based upon the value of
the Company's investments. The directors have conducted an impairment review and have concluded that the value at
which Gall Thomson Environmental Limited (Gall Thomson) was stated in the Company's balance sheet at 1 January 2004 and
the value at which KLAW Products Limited was stated in the balance sheet of Gall Thomson at 1 January 2004 are not
greater than the realisable values of those investments. Therefore the carrying value of goodwill is the value as at 1
January 2004 and no further provision has been made against that value.
(b) Dividends
Dividends payable are no longer recorded as liabilities until a legal requirement to pay them has arisen. As explained
in note 7 below, payment of the final dividend for the year 2004 did not become a legal obligation of the Company until
after 30 June 2005. Therefore this dividend is added back to the shareholders' funds previously shown as at 31 December
2004 and is not deducted from shareholders' funds as at 30 June 2005. During the comparative period ended on 30 June
2004, the final dividend for the year ended 31 December 2003 had become a legal obligation of the Company, having been
approved by shareholders at the AGM in May 2004 (although it had not yet been paid in cash).
The financial effects of these changes upon the results for the year ended 31 December 2004 are set out in note 2
below.
1.3 Basis of consolidation
The Group financial statements consolidate those of the Company and its subsidiary undertakings (see note 13) drawn up
to 31 December each year.
1.4 Revenue
Revenue represents the value of work completed for customers during the year net of VAT.
1.5 Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand as well as short-term highly liquid investments such as
money market instruments and bank deposits. Money market instruments are financial assets carried at fair value
through profit or loss.
1.6 Financial instruments
Financial assets and liabilities are recognised on the Group's balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Trade receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts. Trade payables are stated at their nominal amount.
1.7 Bank borrowings
Interest bearing bank loans and overdrafts are recorded at the proceeds received. All borrowing costs are expensed as
incurred, on an accruals basis, to the Group income statement using the effective interest rate method.
1.8 Property, plant and equipment
Property, plant and equipment are stated at cost less depreciation. Depreciation is provided on all assets except
freehold land at rates calculated to write off the cost less estimated residual value of each asset on a straight-line
basis over its expected useful life, at the following annual rates:
Freehold buildings 2%
Plant and machinery 15% to 25%
Motor vehicles 20% to 25%
The carrying values of tangible fixed assets are reviewed for impairment periodically if events or changes in
circumstances indicate that the carrying value may not be recoverable.
1.9 Leasing
Rentals payable under operating leases are charged to the profit and loss account on a straight-line basis over the
lease term.
1.10 Inventories
Inventories were valued at the lower of cost and net realisable value. Cost is determined on a purchase cost basis.
Work-in-progress includes materials and labour costs and an appropriate proportion of overheads incurred on uncompleted
contracts at the year end.
1.11 Pensions
The Group operates defined contribution pension schemes within Gall Thomson Environmental Limited. Contributions are
charged to the profit and loss account as incurred.
1.12 Deferred taxation
Income tax expense represents the sum of the current tax and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported
in the income statement because it excludes items of income or expense that are taxable or deductible in other years
and it further excludes items that are never taxable or deductible. The Group's liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and
liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit and
is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises from goodwill (or negative goodwill) or from the initial
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects
neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates enacted at the balance sheet dates and that are expected to apply in the
period when the liability is settled or the asset realised. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is
also dealt with in equity.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority
and the Group intends to settle its current tax assets and liabilities on a net basis.
1.13 Foreign currencies
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance
sheet date. All differences are taken to the Group income statement.
1.14 Share-based employee remuneration
All share-based payment arrangements are recognised in the consolidated financial statements. The group operates an
equity-settled share-based remuneration plan for remuneration of its employees.
All employee services received in exchange for the grant of any share-based remuneration are measured at their fair
values. These are indirectly determined by reference to the fair value of the share options awarded. Their value is
appraised at the grant date and excludes the impact of any non-market vesting conditions (for example, profitability
and sales growth targets).
All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to
additional paid-in capital, net of deferred tax where applicable. If vesting periods or other vesting conditions
apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share
options expected to vest.
Upon exercise of share options, the proceeds received net of any directly attributable costs up to the nominal value of
the shares issued are allocated to share capital with any excess being recorded as share premium.
2. Reconciliation of effect of adoption of IFRS
The restatements required by the changes in accounting policy, as set out in note 1 above, are as follows:
(a) Loss after taxation
Year ended
31 December 2004
£'000
Loss for the financial year, as previously stated under UK GAAP (6,328)
Amortisation of goodwill written back 740
As reported under IFRS (5,588)
(b) Net assets
At 1 January 2005 At 1 January 2004
(unaudited) (unaudited)
£'000 £'000
Opening net assets, as previously stated under 13,301 12,610
UK GAAP
Proposed dividends written back 627 551
Amortisation of goodwill added back 740 -
As reported under IFRS 14,668 13,161
3. Revenue and operating profit
Revenue is attributable to the continuing operations of Gall Thomson Environmental Limited and its subsidiary, stated
net of VAT. All revenue is based in the United Kingdom and is related to oil services.
2005 2004
£'000 £'000
Revenue 7,479 6,607
Cost of sales (2,213) (1,838)
Gross profit 5,266 4,769
Administrative expenses (2,180) (3,131)
Operating profit, before lesot charge 3,086 1,638
Lesot charge - (6,715)
Operating profit/(loss) 3,086 (5,077)
Revenue by destination
2005 2004
£'000 £'000
United Kingdom 990 622
Other European countries 3,839 2,049
North America 908 594
South America 388 141
Africa 39 161
Middle East 706 1,971
Asia Pacific 609 1,069
Total 7,479 6,607
Operating profit is stated after charging
2005 2004
£'000 £'000
Depreciation of property, plant and equipment - 58 55
owned assets
Operating lease rentals - land and buildings 86 84
Auditors' remuneration - audit services 36 19
Auditors' remuneration - other services 14 8
Foreign exchange (profit)/loss (39) 29
The other services provided by the auditors related to the provision of taxation services which the directors consider
it cost effective for the auditors to provide.
Segmental analysis
All profits, losses and net assets in the year ended 31 December 2005 and 31 December 2004 were attributable to oil
services, which are deemed to be continuing activities.
4. Employees
Number of employees
The average monthly number of employees (including directors) of the Group
during the financial year was:
2005 2004
Number Number
Administration 15 16
Operations 18 16
33 32
Employment costs
Employment costs of these employees during the year were as follows:
2005 2004
£'000 £'000
Wages and salaries 1,565 1,310
Social Security costs 192 158
Other pension costs 85 83
1,842 1,551
5. Interest receivable and payable
2005 2004
£'000 £'000
Bank interest receivable 316 251
Interest payable on bank overdraft (226) (224)
90 27
6. Taxation
a). Factors affecting the tax charge in the
year:
The tax assessed for the year differs from the
standard rate of tax in the UK (30%). The
differences are explained below:
2005 2004
£'000 £'000
Profit/(loss) from ordinary activities before taxation 3,176 (5,050)
Rate of corporation tax in the UK of 30% (2004: 30%) 952 (1,515)
Effects of:
Expenses not deductible for tax purposes:
Charge in respect of transfer of shares to lesot - 2,014
Legal charges in respect of share issues - 63
Other items 42 2
Capital allowances in advance of depreciation 12 (3)
Other timing differences 19 (69)
Corporation tax rate difference - (8)
Offset of Advanced Corporation Tax - (5)
Adjustment in respect of prior periods - 59
Current tax for the year 1,025 538
Comprising:
Current tax expense 1,006 539
Deferred tax expense 19 (1)
1,025 538
b). Factors that may affect future tax charges:
There are estimated tax losses of £11,954,000 (2004: £11,954,000) within the Group, comprising capital
losses of £6,760,000 and other tax losses of £5,194,000. As the future use of these losses is uncertain,
in accordance with the Group's accounting policy no deferred tax asset has been recognised in respect of
them.
The amounts of deferred tax not recognised are as follows:
2005 2004
£'000 £'000
Tax losses (1,558) (1,558)
Capital losses (2,028) (2,028)
Other short term timing differences -
(3,586) (3,586)
7. Dividends
2005 2004
£'000 £'000
Dividends reflected in the financial statements:
Interim dividend at 0.132p per share (2004: 0.126p) 314 300
Final dividend paid for the year 2004 at 0.264p (2003: 0.25p) 627 551
941 851
Dividends not reflected in the financial statements:
Proposed final dividend for the year 2005 at 0.278p per share 661 627
(2004: 0.264p)
8. Earnings/(loss) per share
The calculation of basic earnings/(loss) per share is based on the profit/(loss) after taxation for the financial year
and on a weighted average number of shares in issue during the year of 237,696,286 ordinary shares of 0.5p (2004:
weighted average 224,306,337). There are no dilutive instruments in issue.
9. Intangible fixed assets
Intangible fixed assets comprise goodwill arising on consolidation of Gall Thomson Environmental and based upon the
value of the Company's investment.
Goodwill
arising
on
consolidation
£'000
Net book value, as restated under IFRS
At 1 January 2005 and at 31 December 2005 11,421
All goodwill relates to the ongoing business stream in Gall Thomson Environmental and the single activity of the Group.
The recoverable amount was determined on its value in use calculation using a detailed three year forecast followed
by an extrapolation of expected cash flows at the growth rates below:
2005 2004
Growth rates 0% 0%
Discount rate 5.7% 5.7%
The key assumptions for the business include stable operating margins, based on past experience.
10. Property, plant and equipment
Freehold Plant
land and and Motor
buildings machinery vehicles Total
£'000 £'000 £'000 £'000
Gross carrying amount 207 424 8 639
Accumulated depreciation and (34) (182) (8) (224)
impairment
Carrying amount 1 January 2004 173 242 - 415
Gross carrying amount 207 460 8 675
Accumulated depreciation and (39) (232) (8) (279)
impairment
Carrying amount 31 December 168 228 - 396
2004
Gross carrying amount 292 477 11 780
Accumulated depreciation and (45) (284) (8) (337)
impairment
Carrying amount 31 December 247 193 3 443
2005
The carrying amounts of property, plant and equipment for the period presented in the Group financial statements as at
31 December 2005 are reconciled as follows:
Freehold Plant
land and And Motor
Buildings Machinery vehicles Total
£'000 £'000 £'000 £'000
Carrying amount 1 January 2004 173 242 - 415
Additions - 36 - 36
Depreciation (5) (50) - (55)
Carrying amount 31 December 2004 168 228 - 396
Additions 85 17 3 105
Depreciation (6) (52) - (58)
Carrying amount 31 December 2005 247 193 3 443
11. Inventories
2005 2004
£'000 £'000
Raw materials and consumables 194 121
Work-in-progress 125 116
Finished goods 12 14
331 251
12. Trade and other receivables
2005 2004
£'000 £'000
Trade receivables 2,812 2,114
Other receivables 91 90
Prepayments and accrued income 62 119
2,965 2,323
13. Trade and other payables
2005 2004
£'000 £'000
Trade payables 307 224
Other taxes and social security costs 102 51
Accruals and deferred income 787 579
1,196 854
14. Non-current liabilities
2005 2004
£'000 £'000
Finance lease obligations 2 -
Deferred taxation 19 -
21 -
15. Borrowings
The Group has an overdraft facility of £100,000, which falls due for renewal on 31 October 2006. No use has been made
of gearing during 2005 to sustain the Group's operations.
16. Financial instruments: risk profile
The Group's principal financial instruments have comprised bank loans, finance leases and hire purchase contracts, and
cash and short-term deposits. The Group has various other financial instruments such as trade debtors and trade
creditors that arise directly from its operations. No trading in financial instruments is undertaken.
The Board reviews and agrees policies for managing each financial instrument risk and they are summarised below. The
disclosures in this note exclude information relating to short-term Debtors and creditors, except relating to credit
risk and foreign currency risk.
Credit risk
The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet
are net of allowances for doubtful receivables, estimated by the Group's management based on prior experience and their
assessment of the current economic environment.
The credit risk on liquid funds is limited because the counterparties are reputable international banks.
Liquidity risk
During the year ended 31 December 2005 the Group operated without borrowings. The Board continues to keep the
liquidity position under review.
Interest rate risk profile of financial liabilities
The Group had an overdraft facility, but this was not used for borrowing purposes, as described in note 15 above. No
balance was outstanding at 31 December 2005 (2004: £Nil).
Interest rate risk of financial assets
The Board periodically reviews any exposure the Group may have to interest rate fluctuations. The weighted average
interest rate received on deposited funds was 4.07% during the year.
Foreign currency risk
The Group's subsidiary, Gall Thomson Environmental, conducts part of its business in US dollars. Gall Thomson
Environmental held the following balances denominated in US dollars as at 31 December:
2005 2004
£'000 £'000
Debtors 436 398
Cash 45 36
Creditors (30) (26)
The Group keeps under review the extent of its exposure to currency fluctuations.
Fair values
The directors consider there to be no material difference between the book value and fair value of the Group's
financial instruments in either financial year.
17. Share capital
2005 2004
£'000 £'000
Authorised:
500,000,000 (2004: 500,000,000) Ordinary shares of 2,500 2,500
0.5 pence each
Allotted, called up and fully paid:
237,696,286 (2004: 237,696,286)
Ordinary shares of 0.5 pence each 1,188 1,188
47,539,257 ordinary shares are held by the trustees of the Lupus Employee Share Ownership Trust ('the lesot') under the
employee incentive arrangements described in the circular dated 21 January 2004 and approved by shareholders on 16
February 2004. The lesot subscribed for the shares in cash at a price of 17.25p per share using funds contributed to
the lesot by the Company.
The issue of the shares to the lesot gave rise to an additional £237,696 of paid up share capital and £7,962,826 of
share premium, offset by a charge to the reserves of £8,200,522. There was no change to the net assets of the Company
as a result of the share issue. However, there was a reduction of £8,200,522 in the distributable reserves, which
would have impeded the Company's ability to pay dividends. An extraordinary general meeting of shareholders on 24 May
2005 approved a reduction of the entire share premium account to create a reserve to offset the deficit on
distributable reserves. The approval of the Court was also obtained and the share premium account was reduced
accordingly.
The Company requested the trustees of the lesot to hold the shares for the benefit of the family of Greg Hutchings,
executive chairman of the Company. On 31 December 2005 that request became unconditional, since Mr Hutchings was still
employed by the Company at that date.
Contingent rights to the allotment of shares
At 31 December 2005 there were 714,285 contingent rights to the allotment of shares, in respect of options granted to
Mr Hutchings under the EMI scheme. The shares held by the lesot are available to satisfy these contingent rights.
18. Movements on share capital and reserves
Share Profit
Share Premium Merger Lesot and loss
Capital Account Reserve Reserve Account Total
£'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2004 864 4,709 10,389 - (2,801) 13,161
Shares issued net of costs 86 1,145 - - - 1,231
Lesot share issue 238 7,963 - (8,201) - -
Capital reorganisation - (13,817) - - 13,817 -
Loss for the year - - - - (5,588) (5,588)
Lesot cost included in loss for - - - - 6,715 6,715
the year
Dividends - - - - (851) (851)
At 1 January 2005 1,188 - 10,389 (8,201) 11,292 14,668
Lesot share issue - - - 8,201 (8,201) -
Profit for the year - - - - 2,151 2,151
Dividends paid - - - - (941) (941)
At 31 December 2005 1,188 - 10,389 - 4,301 15,878
The cost of lesot shares is no longer identified separately in the reserves, reflecting the fact that the residual
element of control on the part of the Company has ceased to be effective.
Included within the profit and loss account above, is £96,000, which represents an amount transferred to a Special
Reserve within the accounts of a subsidiary company under the terms of a Court Order on a reduction in share capital of
that company.
19. Cash and cash equivalents
1 January Cash 31 December
2005 flow 2005
£'000 £'000 £'000
Cash at bank and in hand 1,649 1,005 2,654
20. Contingent liabilities
The Group's banking arrangements include a cross corporate guarantee for bank overdrafts and borrowings of all group
undertakings, which are included within set-off arrangements. At 31 December 2005, the Group had overdraft facilities
available to it of £100,000, none of which was utilised.
21. Financial commitments
The Group had future annual lease commitments under non-cancellable operating leases as at 31 December as follows:
Land and buildings
2005 2004
£'000 £'000
Expiry date:
Within one year 62 -
Between one and five years 8 84
Present value of minimum lease 69 81
payments
22. Investments in subsidiaries
Details of the principal subsidiaries of the Group, all of which are wholly owned, incorporated and operate in England,
are as follows:
Nature of business
Gall Thomson Environmental Limited Oil services
KLAW Products Limited* Industrial couplings
Octroi Group Limited Investment company
Lupus Capital Management Limited Management services
*held by a subsidiary
23. Annual report
Copies of the annual report and accounts will be sent to shareholders in the near future and will be obtainable from
the Company's head office at 85 Buckingham Gate, London SW1E 6PD and from the Company's website www.lupuscapital.co.uk.
24. Status of this report
The financial information set out in the announcement, which was approved by the Board of Directors on 2 March 2006, is
unaudited and does not constitute the Company's statutory accounts for the years ended 31 December 2004 or 2005. The
financial information for the year ended 31 December 2004 is derived from the statutory accounts for that year, which
have been delivered to the Registrar of Companies, as subsequently restated under IFRS. The auditors reported on those
accounts: their report was unqualified and did not include a statement under Section 237(2) or 237(3) of the Companies
Act 1985. The statutory accounts for the year ended 31 December 2005 will be finalised on the basis of the financial
information presented by the directors in this preliminary announcement and will be delivered to the Registrar of
Companies following the Company's annual general meeting.
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