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Greener House Investments plc (GHIP)

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Wednesday 12 August, 2009

Greener House Investments plc

Final Results

                          Greener House Investments plc

                            ("GHI" or the "Company")

                  Final results for the year ended 31 May 2009

Greener   House  Investments  plc (PLUS: GHIP), a  special  purpose  acquisition
company established to make an acquisition in the healthcare industry, announces
its final results for the year ended 31 May 2009.

The Company reports a loss for the year of £21,383 (2008, £19,205).

Jonathan Metliss, Chairman, commented, "When we last reported, we expressed  our
confidence  that  we  would be able to conclude an attractive  transaction  this
year, and we have continued to research and evaluate many opportunities in these
and  other sectors. We are therefore very disappointed that none of the numerous
opportunities  which  we  have pursued during the past  twelve  months  has  yet
satisfied  us  that it could meet our criteria of being an established  business
and  be  profitable,  or have good prospects of profitability  within  the  next
twelve  months and offer good growth prospects for the future. Nevertheless,  we
remain  hopeful  of achieving such an acquisition, and we continue  to  consider
potential  opportunities identified by ourselves, our advisers and  others,  and
discussions proceed with prospective targets. In the meantime we aim to conserve
our cash resources as far as possible while maintaining the Company in existence
with its shares listed on the PLUS market."

The directors of Greener House Investments plc take responsibility for  this
announcement.

Enquiries:

Greener House Investments plc                     020 7451 7050
Jonathan Metliss, Chairman

Daniel Stewart & Co Plc
Stewart Dick                                      020 7776 6550

Chairman's and Director's Statement
Year Ended 31 May 2009

Greener  House Investments PLC was established by the Directors for the  purpose
of  acquiring companies or key stakes in companies, or to acquire businesses  or
assets, in the healthcare sector.

For  a  suitable and substantial acquisition achieved by the issue of shares  of
the  Company,  the transaction would result in a reverse take-over  which  would
provide  the acquired business with a listing for its shares and access  to  the
Company's cash resources.

The  Company  identified  the  following  sectors,  amongst  others,  as  having
interesting opportunities:

· Primary care
· Community Hospitals
· Pharmacy
· Medical devices
· Medical services (including secondary care and dentistry)
· Medical property (including secondary care properties)
· Day surgery
· Chronic disease management
· Development of university and hospital spin-off Intellectual Property

When  we last reported to you, we expressed our confidence that we would be able
to  conclude  an  attractive transaction this year, and  we  have  continued  to
research  and  evaluate many opportunities in these and other  sectors.  We  are
therefore  very  disappointed that none of the numerous opportunities  which  we
have  pursued during the past twelve months has yet satisfied us that  it  could
meet  our criteria of being an established business and be profitable,  or  have
good  prospects  of profitability within the next twelve months and  offer  good
growth  prospects for the future. Nevertheless, we remain hopeful  of  achieving
such  an  acquisition,  and  we  continue to  consider  potential  opportunities
identified  by ourselves, our advisers and others, and discussions proceed  with
prospective  targets. In the meantime we aim to conserve our cash  resources  as
far  as  possible  while maintaining the Company in existence  with  its  shares
listed on the PLUS market.

A  resolution to continue pursuit of the Company's investment strategy  will  be
proposed  at  the annual general meeting of shareholders of the  Company  on  11
September 2009.

Jonathan Metliss and Harry Hyman
11 August 2009

Directors' Report
Year Ended 31 May 2009

The  Directors present their report and the audited financial statements for the
year ended 31 May 2009.

Principal activity
The  Company was established as a special purpose acquisition company,  and  its
principal activity is to seek a suitable acquisition of a company or business in
the healthcare sector.

Results
The income statement for the year is set out below.

The  Company's loss for the year of £21,383 (2008, £19,205) has been transferred
to retained earnings.

Review of business
A  review  of the business and future developments is presented in the  Chairman
and Director's Statement.

Corporate Governance
The  Directors recognise the value of the combined code on corporate  governance
and  have considered the recommendations and applicability to the Company in  so
far as it is practicable and appropriate for a public company of its size.

Directors' Remuneration
The  Directors  did not receive any remuneration during the year  (2008:  £nil).
Therefore the Company has not prepared a Directors' remuneration report.

Directors and their interests
The following Directors have held office since 1 June 2008:

J.A. Metliss - Non Executive Chairman
H.A. Hyman - Non Executive Director

Their beneficial interests in the shares of the company are as follows:

Ordinary shares 0.1 pence each

                31 May 2009           31 May 2008
J.A. Metliss      2,750,000             2,750,000

H.A. Hyman        2,750,000             2,750,000

Nexus  Group  Holdings Limited, a company in which H.A. Hyman is a director  and
shareholder, holds 20,000,000 ordinary shares of 0.1 pence each.

The  total number of ordinary shares under the warrants for which Directors  may
subscribe as at 31 May 2009 are as follows:

Name                Date of     Exercise       Number of         Exercise
                      grant    price per        ordinary             year
                                ordinary          shares
                               share (p)           under
                                                 warrant
J.A. Metliss  10 July 2007           1p          250,000         60 months
H.A. Hyman    10 July 2007           1p          250,000         60 months


Nexus Structured Finance Limited holds 5,000,000 warrants.


Substantial shareholdings
In  addition to the directors' interests disclosed above, the Company  has  been
notified  of  the following holdings of 3% or more of the ordinary issued  share
capital at 31 May 2009:

                                  Number of       % held
                                   ordinary
                                     shares

Daniel Stewart Securities PLC    20,500,000       20.50%
Nexus Group Holdings Limited     20,000,000       20.00%
Bernard Kelly                    13,750,000       13.75%
Leavesden Securities             10,000,000       10.00%
(Holdings) Limited
Geoffrey Bowden                   5,500,000        5.50%


Share capital
The  authorised and issued share capital of the Company is shown in note  10  to
the financial statements.  The Company aims to manage its overall capital so  as
to  ensure  that it continues to operate as a going concern whilst providing  an
adequate return to shareholders.


Related Party Transactions
Details  of  the  transactions with related parties undertaken  by  the  Company
during the year are disclosed in note 12 to the financial statements.


Creditors payment policy
It  is the policy of the Company to establish payment terms with suppliers  when
agreeing terms of business with the view of meeting due dates of payment  agreed
so far as it is practicable.

The number of days' purchases outstanding at 31 May 2009 was 31 (2008 nil).

Post balance sheet events
There were no post balance sheet events.

Financial instruments
The  Company's principal financial instruments comprise investments, cash, other
receivables, trade and other payables.

The  Directors consider that the carrying values of all the Company's  financial
assets and liabilities approximate to their fair values as at the balance  sheet
dates.

Internal controls
The  Directors have reviewed the Company's system of internal control  which  is
designed  to  safeguard the assets of the Company and ensure the reliability  of
financial information for both internal use of and external publication.

Going Concern
As   the   Company  has  sufficient  cash  resources  to  meet  its  operational
requirements the Directors expect that the Company will continue in  operational
existence  for  the foreseeable future.  The going concern basis  has  therefore
been used to prepare these financial statements.

Management of risks
The  Directors continue to assess the risks facing the Company.  The acquisition
of  an appropriate business or company is key to the success of the Company, and
is in turn the most significant risk facing the Company.

The other risks the Company is exposed to are as follows:

Interest rate risk

The  Company  continues  to finance its operations from the  original  issue  of
equity.   Surplus cash balances are held in a sterling money fund in  the  short
term  and  returns  are expected to fluctuate with the rates of  interest.   The
benchmark  rate which determines the interest rate received on interest  bearing
cash balances is the LIBOR.

Liquidity risk

The Company has sufficient cash to meet its operational requirements.

Currency risk

The  Company's income and expenses are denominated in sterling.  Accordingly the
Company is not exposed to any significant currency risk.

Credit risk

The Company has no significant credit risk.

Statement of Directors' Responsibilities

Company  law  requires the Directors to prepare financial  statements  for  each
financial  year which give a true and fair view of the state of affairs  of  the
Company and the Group and of the profit or loss of the Group for that year.   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;
·    State  whether  they have been prepared in accordance  with  International
Financial reporting Standards ("IFRS") as adopted by the European Union; and
·    Prepare the financial statements on the going concern basis unless  it  is
inappropriate to presume that the Company will continue in business.

The  Directors  are  responsible for keeping adequate accounting  records  which
disclose  with  reasonable accuracy at any time the financial  position  of  the
Company  to enable them to ensure that the financial statements comply with  the
Companies  Act  2006.   They are also responsible for  the  system  of  internal
control,  for  safeguarding the assets of the Company and for taking  reasonable
steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's
website.   Legislation  in  the  United Kingdom governing  the  preparation  and
dissemination  of  financial statements may differ  from  legislation  in  other
jurisdictions.

Auditors

Sedley  Richard Laurence Voulters have expressed their willingness to remain  in
office  and  resolutions  reappointing them  as  auditors  and  authorising  the
Directors to fix their remuneration will be put to the Annual General Meeting.

Statement of disclosure to auditor

 (a)   So far as the directors are aware, there is no relevant audit information
    of which the company's auditors are unaware, and
 (b)   The  Directors have taken all the steps that they ought to have taken  as
    directors in order to make themselves aware of any relevant audit information
    and to establish that the company's auditors are aware of that information.

By order of the Board

For and on behalf of Nexus Structured Finance Limited
Secretary 11 August 2009


Independent  Auditors' Report to the Shareholders of Greener  House  Investments
PLC


We  have  audited the financial statements of Greener House Investments Plc  for
the  year ended 31 May 2009 set out on pages 10 to 17.   The financial reporting
framework  that  has  been applied in their preparation is  applicable  law  and
International Financial Reporting Standards (IFRSs) as adopted by  the  European
Union.

Respective responsibilities of directors and auditors

As  explained more fully in the Directors' Responsibilities Statement on page 7,
the  directors  are responsible for the preparation of the financial  statements
and for being satisfied that they give a true and fair view.  Our responsibility
is  to  audit  the  financial statements in accordance with applicable  law  and
International  Standards on Auditing (UK and Ireland).  Those standards  require
us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An  audit involves obtaining evidence about the amounts and disclosures  in  the
financial  statements sufficient to give reasonable assurance that the financial
statements  are  free from material misstatement, whether  caused  by  fraud  or
error.   This  includes  an assessment of: whether the accounting  policies  are
appropriate  to  the company's circumstances and have been consistently  applied
and adequately disclosed; the reasonableness of significant accounting estimates
made by the directors; and the overall presentation of the financial statements.

Opinion on financial statements

In our opinion the financial statements:

  -    give a true and fair view of the state of the company's affairs as at 31
     May 2009 and its loss for the year then ended;
  -    have  been properly prepared in accordance with IFRSs as adopted by  the
     European Union; and
  -    have been prepared in accordance with the requirements of the Companies Act
     2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion

  -    the information given in the Directors' Report for the financial year for
    which the financial statements are prepared is consistent with the financial
    statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under  the  Companies  Act 2006 we are required to report  to  you  if,  in  our
opinion:

  -    adequate accounting records have not been kept or returns adequate for our
     audit have not been received from branches not visited by us; or
  -    the financial statements and the part of the Directors' Remuneration Report
     that is subject to audit are not in agreement with the accounting records and
     returns; or
  -     certain disclosures of directors' remuneration specified by law are  not
     made; or
  -     we have not received all the information and explanations we require for
     our audit.

Under the Listing Rules we are required to review:

  -    the directors' statement in relation to going concern; and
  -     the part of the Corporate Governance Statement relating to the company's
     compliance with the provisions of the 2006 Combined Code specified for  our
     review.


ALOK VERMA                                                   1 Conduit Street
(Senior statutory auditor)                                            London
For and on behalf of Sedley Richard Laurence Voulters,               W1S 2XA
Statutory Auditor
                                                              11 August 2009



Greener House Investments PLC

Income statement
Year Ended 31 May 2009


                                                          8 May
                                                        2007 to
                                                2009     31 May
                                                           2008
                                    Note
                                                £         £

Revenue                                            -          -

Cost of sales                                      -          -
Gross profit                                       -          -

Administrative expenses                     (31,506)    (31,916)



Operating loss                        2     (31,506)    (31,916)


Finance income                        4       10,123     12,712
Finance cost                          5            -        (1)


Loss before tax                             (21,383)    (19,205)


Taxation                              6            -          -

Loss for the year                           (21,383)    (19,205)



Loss  per share expressed in pence
per share

Basic                                 7       (0.02)     (0.02)
Diluted                               7       (0.02)     (0.02)


The  profit  and loss account has been prepared on the basis that all operations
are continuing operations.

There  are  no gains or losses other than those passing through the  profit  and
loss account.


The notes below form part of these accounts.

Greener House Investments PLC

Balance Sheet at 31 May 2009
                                           2009        2008
                          Not
                           e                  £           £
ASSETS

Current assets
Other receivables          8              4,173        4,064
Investments                9            366,209      381,747

Cash and cash                               440        1,513
equivalents



TOTAL ASSETS                            370,822      387,324


EQUITY AND LIABILITIES

Capital and reserves
Share capital             10            100,025      100,025

Share premium                           298,279      298,279

Retained earnings                      (40,588)     (19,205)



Total shareholders'                     357,716      379,099
equity

Current liabilities
Trade and other payables  11             13,106        8,225




TOTAL EQUITY AND                        370,822       387,324
LIABILITIES




Approved by the Board on 11 August 2009

H.A. Hyman

The notes below form part of these accounts.
Greener House Investments PLC

Cash Flow Statement
Year Ended 31 May 2009

                                                      8 May
                                                    2007 to
                                           2009      31 May
                                                       2008

                                              £          £
Operating activities
Loss for the year before taxation      (21,383)    (19,205)
from continuing operations
Adjustments for:
Interest income                        (10,123)    (12,712)

Increase in other receivables             (109)     (4,064)
Increase in trade and other payables      4,881       8,225
Net cash used for operating            (26,734)    (27,756)
activities


Investing activities
Interest received                        10,123      12,712
Purchase of investment                        -   (381,747)

Proceeds from redemption of              15,538           -
investment
Net cash generated from/(used for)       25,661   (369,035)
investing activities


Financing activities
Net proceeds from issue of shares             -     398,304
Net cash generated from financing             -     398,304
activities


Net (decrease)/increase in cash and      (1,073)      1,513
cash equivalents
Cash and cash equivalents at              1,513           -
beginning of the year
Cash and cash equivalents at end of         440       1,513
the year




Greener House Investments PLC

Statement of Changes in Shareholders' Equity
Year Ended 31 May 2009



                               Share       Share                 Total
                             Capital     Premium    Retained
                                                    Earnings



                                  £           £            £         £
Balance as at 1 June 2008   100,025     298,279     (19,205)   379,099

Loss for the year                 -           -     (21,383)  (21,383)


Balance as at 31 May 2009   100,0255   298,2799     (40,588)   357,716



Greener House Investments PLC

Notes to the Financial Statements
Year Ended 31 May 2009

1.   Accounting policies

  a)   Basis of preparation of the financial information

     The   financial   information  has  been  prepared   in   accordance   with
     International   Financial   Reporting   Standards   (IFRSs),   and    IFRIC
     interpretations as adopted by the European Union, and with those  parts  of
     the Companies Act 2006 applicable to companies reporting under IFRS.

     The  preparation of the financial information requires management  to  make
     estimates  and  assumptions that affect the reported amounts  of  revenues,
     expenses,   assets  and  liabilities,  and  the  disclosure  of  contingent
     liabilities  at the date of the financial information.  If  in  the  future
     such  estimates  and  assumptions, which are  based  on  management's  best
     judgment at the date of the financial information, deviate from the  actual
     circumstances, the original estimates and assumptions will be  modified  as
     appropriate in the year in which circumstances change.

  b)   Investment, cash and cash equivalents

     Investment, cash and cash equivalents comprise cash at bank and short  term
     deposits with banks and similar financial institutions.  These deposits are
     readily   convertible  to  known  amounts  of  cash  and  are  subject   to
     insignificant risk of changes in value.

  c)   Taxes

     Tax  expense  represents the sum of the tax currently payable and  deferred
     tax.

     Deferred  tax  is  provided,  using  the  liability  method,  on  temporary
     differences  between  the  tax bases of assets and  liabilities  and  their
     carrying  amounts,  in  the  financial  statements.   Deferred  tax  assets
     relating  to the carry-forward of unused tax losses are recognised  to  the
     extent  that  it is probable that future taxable profits will be  available
     against which the unused tax losses can be utilised.

     Current and deferred tax assets and liabilities are offset when the  income
     taxes are levied by the same taxation authority and when there is a legally
     enforceable right to offset them.

  d)   Warrants

     Warrants issued to the Directors in their capacity as shareholders have not
     been accounted for as a share-based transaction in accordance with IFRS 2.


2.        Operating loss

The operating loss is stated after charging:
                                                         8 May
                                                          2007
                                              2009       to 31
                                                           May
                                                          2008

                                                 £           £
Auditors' remuneration                       4,600       4,700




3.        Employee costs

Apart from the Directors there were no employees during the year.  The Directors
did not receive any remuneration from the Company.


4.   Finance income

                                                         8 May
                                                          2007
                                              2009       to 31
                                                           May
                                                          2008

                                                 £           £
Bank interest receivable                    10,123      12,712



5.   Finance cost

                                                         8 May
                                                          2007
                                              2009       to 31
                                                           May
                                                          2008

                                                 £           £
Bank interest payable                            -           1



6.   Taxation

                                                         8 May
                                                          2007
                                              2009       to 31
                                                           May
                                                          2008

                                                 £           £
UK Corporation Tax                               -           -

Loss on ordinary activities before
taxation multiplied
by standard rate of UK Corporation          (5,987)     (5,762)
Tax of 28% (2008: 30%)

Effect of:
Tax losses                                    5,987      5,762

Current tax charge                                -          -



There is no corporation tax payable on the results for the year, the Company has
unused tax losses of £40,588 (2008: £19,205) to carry forward.



7.   Earnings per share

Basic  loss  per  share is based on the loss after taxation  of  £21,383  (2008:
£19,205) and the weighted average number of ordinary shares of 0.1 pence each in
issue during the year of 100,025,000 (2008 77,910,900).

For  diluted loss per share, the weighted average number of shares in  issue  is
adjusted  to  assume conversion of all dilutive potential shares.   The  Company
created  16,875,000  warrants  by  a warrant  instrument  dated  10  July  2007,
constituting  warrants  to  subscribe  for  16,875,000  ordinary  shares  at   a
subscription  price of 1p per warrant share.  The maturity date of  the  warrant
rights  issue  is 60 months after the date of issue of the warrant  certificate.
The adjusted weighted average number of ordinary shares in issue during the year
was 116,900,000 (2008 92,059,938).


8.   Other receivables
                                               2009        2008

                                                  £           £
Prepayments                                   4,173       4,064




9.   Current asset investments


                                               2009        2008

                                                  £           £
Sterling Money Fund                         366,209     381,747



10.  Share capital


                                               2009        2008

                                                  £           £
Authorised
250,000,000 ordinary shares of              250,000     250,000
0.1 pence each




                                               2009        2008

                                                  £           £
Issued and fully paid
100,025,000 ordinary shares of              100,025     100,025
0.1 pence each



11.  Trade and other payables

                                                  2009      2008

                                                     £         £
Trade payables                                     447         -
Amounts due to related                           2,255         -
parties (note 12)
Accruals                                        10,404     8,225
                                                13,106     8,225




12.  Related Party Transactions

Harry  Hyman  is the controlling party of Nexus Structured Finance  Limited  and
Nexus  Corporate Finance LLP.  During the year fees and expenses of  £1,398  and
£6,926 (2008 £1,116 and £43,740) were payable to each company respectively.   At
31  May  2009 £345 and £1,910 were owed to Nexus Structured Finance Limited  and
Nexus Corporate Finance LLP respectively.


13.  Ultimate controlling party

There is no one controlling party.                                                                                                                                                                                   

a d v e r t i s e m e n t