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Webb Capital Plc (WCAP)

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Monday 26 March, 2012

Webb Capital Plc

Preliminary Results Year Ended 31 December 2011


For immediate release                                             26 March 2012

WEBB CAPITAL PLC

("WEBB CAPITAL" or "THE COMPANY")

              Preliminary results for year ended 31 December 2011              

Key Points:

  * Difficult trading in tough economic conditions
   
  * Operating loss for the year was £603,000
   
  * Shareholders ongoing support with an additional £340,000 of capital
   
  * Specialist sales presence established in resources sector
   
  * Agreement with Markab Capital - a major investor in PLUS markets
   
  * 
      + Significant opportunity
       
  * Acquisitions and new clients are top of corporate agenda
   
Commenting on the 2011 full year results Chairman, Christopher Marsh said:

 

"Since the year end, the Company has entered an agreement with Markab Capital,
a substantial investor in PLUS markets. We are confident that this partnership
will provide a strong platform for growth in 2012 with early discussions
pointing towards exciting opportunities for both parties.

We remain focused on delivering strong growth, capitalising on potential
acquisitions and new client opportunities.''

The Directors of Webb Capital Plc are responsible for the contents of this
announcement. For further information please contact:

Webb Capital Plc                        Tel: 0207 634 9510                     
                                                                               
Peter Webb - CEO                                                               
                                                                               
www.webbcapital.com                                                            
                                                                               
Daniel Stewart & Company plc            Tel: 020 7776 6550                     
                                                                               
Noelle Greenaway (Corporate Adviser)                                           
                                                                               
Martin Lampshire (Broker)                                                      
                                                                               
Media Enquiries                         Tel: 0207 466 5000                     
                                                                               
Buchanan Communications                                                        
                                                                               
Tim Anderson, Sophie Cowles                                                    

Chairman's Statement

Overview

The year under review turned out to be somewhat disappointing compared to our
initial expectations. Difficult economic and market conditions prevailed for
most of the period and it was therefore a struggle to make satisfactory
progress. Towards the end of the first half of the year it became clear to the
Board that a number of personnel changes were necessary and in the short term
at least this caused further disruption to business.

During the second half of the year overheads were further reduced and
management focussed on a number of potential acquisition targets that were
thought suitable to achieve scale in a quicker time frame than through organic
growth alone. Unfortunately, despite a great deal of time spent and effort from
management, none of these came to fruition.

Shareholders continued to support the Company financially and a further £
340,000 of additional capital was raised for working capital purposes.

Towards the end of the year the Group engaged the services of a specialist
sales person dealing in the resources sector. The reasons for this were
two-fold. Firstly, the resources sector represents a major part of the smaller
companies universe and we see many business opportunities within the sector and
secondly, in anticipation of a deal with a substantial advisory business, who
in addition to their strong Middle East presence also have significant
ambitions for expansion in Canadian resources markets.

Since the year end, the Company has entered an agreement with Markab Capital, a
substantial investor in PLUS Markets and advisor to a number of family offices
in the Middle East. Whilst it is too early for the Board to predict the
absolute potential of this venture, it would be fair to say that early
discussions point to a significant opportunity for both parties.

In the light of the strategic partnership with Markab, the Board decided to
simplify the Group structure and bring about more effective use of capital by
rationalising regulatory licences to focus on the development of advisory and
broking activities.

The Board continue to support management in their pursuit of acquisitions and
new clients and continue to believe that there exists a good opportunity for
the development of a traditional merchant bank style advisory business within
the UK smaller business sector.

Financial Results

The operating loss for the year was some £603,000. Against this, in conformance
with IFRS, the investments held were re-valued so as to mark to market, giving
an uplift of some £192,000 before provisions made for deferred tax. At the
year-end the group held some £196,000 of cash and reported net assets of £
465,000 - with no intangible goodwill being included.

Annual General Meeting

Our Annual General Meeting will be held at the offices of the Company, Bow
House, 1A Bow Lane, London EC4M 9EE on Tuesday, May 8, 2012 at 11.00 a.m. and
we welcome shareholders to attend our meeting and to meet our directors and
staff.

Christopher Marsh

Chairman

26 March 2012

Consolidated Statement of Total Comprehensive Income

For the year ended 31 December 2011

                                                      Notes 2011      2010     
                                                                               
                                                            £         £        
                                                                               
Continuing Operations                                                          
                                                                               
Fee and commission income                                 3 172,597   226,304  
                                                                               
Direct expenses                                           3 (64,889)  (60,782) 
                                                                               
Net Revenue                                                 107,708   165,522  
                                                                               
Impairment of goodwill                                      -         (91,696) 
                                                                               
Gains on investments held for trading                       14,874    -        
                                                                               
Operating expenses                                          (725,511) (735,115)
                                                                               
Operating loss                                            6 (602,929) (661,289)
                                                                               
Finance costs                                             7 41        -        
                                                                               
Loss on ordinary activities before taxation                 (602,970) (661,289)
                                                                               
Taxation (credit)/charge                                  8 (127)     7,395    
                                                                               
Loss on ordinary activities after taxation                  (602,843) (668,684)
                                                                               
Other comprehensive income                                                     
                                                                               
Movement in unrealised appreciation of investments          192,560   -        
                                                                               
Deferred tax on movement in unrealised appreciation         (39,016)  -        
of investments                                                                 
                                                                               
Share based payments                                        43,174    36,886   
                                                                               
Net other comprehensive income                              196,718   36,886   
                                                                               
Total comprehensive income attributable to equity           (406,125) (631,798)
shareholders                                                                   
                                                                               
Loss per ordinary share                                                        
                                                                               
Basic and Diluted                                         9 7.28p     8.81p    
                                                                               

Consolidated Statement of Financial Position

31 December 2011

                                                        Company number 06313858

                                                   Notes 2011        2010       
                                                                                
                                                         £           £          
                                                                                
Non-current Assets                                                              
                                                                                
Goodwill                                              10 -           -          
                                                                                
Property, plant and equipment                         11 37,917      51,768     
                                                                                
Available-for-sale investments                        13 192,564     -          
                                                                                
Total non-current assets                                 230,481     51,768     
                                                                                
Current Assets                                                                  
                                                                                
Trade and other receivables                           14 108,051     116,266    
                                                                                
Investments held for trading                          15 98,309      53,150     
                                                                                
Cash and cash equivalents                             16 196,221     488,756    
                                                                                
Total current assets                                     402,581     658,172    
                                                                                
Current liabilities                                                             
                                                                                
Trade and other payables                              17 128,846     171,220    
                                                                                
Current tax liabilities                                8 -           7,395      
                                                                                
Total current liabilities                                128,846     178,615    
                                                                                
Net current assets                                       273,735     479,557    
                                                                                
Non-current liabilities                                                         
                                                                                
Deferred taxation                                     18 (39,016)    -          
                                                                                
Net Assets                                               465,200     531,325    
                                                                                
EQUITY                                                                          
                                                                                
Share capital                                         19 1,170,801   981,468    
                                                                                
Share premium                                            964,514     813,847    
                                                                                
Revaluation reserve                                      153,544     -          
                                                                                
Share based payments reserve                             80,060      36,886     
                                                                                
Retained earnings                                        (1,903,719) (1,300,876)
                                                                                
Shareholders' equity                                     465,200     531,325    
                                                                                

Parent Company Statement of Financial Position

31 December 2011

                                                        Company number 06313858

                                                   Notes 2011        2010       
                                                                                
                                                         £           £          
                                                                                
Non-current Assets                                                              
                                                                                
Property, plant and equipment                         11 37,917      51,768     
                                                                                
Investments in subsidiary undertakings                12 121,677     162,406    
                                                                                
Available-for-sale investments                        13 192,564     -          
                                                                                
Total non-current assets                                 352,158     214,174    
                                                                                
Current Assets                                                                  
                                                                                
Trade and other receivables                           14 95,978      222,527    
                                                                                
Investments held for trading                          15 98,309      53,150     
                                                                                
Cash and cash equivalents                             16 119,502     375,642    
                                                                                
Total current assets                                     313,789     651,319    
                                                                                
Current liabilities                                                             
                                                                                
Trade and other payables                              17 151,547     283,736    
                                                                                
Current tax liabilities                                8 -           -          
                                                                                
Total current liabilities                                151,547     283,736    
                                                                                
Net current assets                                       162,242     367,583    
                                                                                
Non-current liabilities                                                         
                                                                                
Deferred taxation                                     18 (39,016)    -          
                                                                                
Net Assets                                               475,384     581,757    
                                                                                
EQUITY                                                                          
                                                                                
Share capital                                         19 1,170,801   981,468    
                                                                                
Share premium                                            964,514     813,847    
                                                                                
Revaluation reserve                                      153,544     -          
                                                                                
Share based payments reserve                             80,060      36,886     
                                                                                
Retained earnings                                        (1,893,535) (1,250,444)
                                                                                
Shareholders' equity                                     475,384     581,757    
                                                                                

Statement of Changes in Equity

For the year ended 31 December 2011

Group                    Share   Share Revaluation    Share    Retained Total    
                               premium     reserve    based    earnings          
                       capital                     payments                      
                                                    reserve                      
                                                                                 
                             £       £           £        £           £       £        
                                                                                 
Balance at 1 January 370,188   390,937 -           -        (632,192)   128,933  
2010                                                                             
                                                                                 
Issue of share       569,550   370,940 -           -        -           940,490  
capital                                                                          
                                                                                 
Acquisition of       41,730    51,970  -           -        -           93,700   
subsidiary                                                                       
undertakings                                                                     
                                                                                 
Loss for the         -         -       -           -        (668,684)   (668,684)
financial year                                                                   
                                                                                 
Share based payments -         -       -           36,886               36,886   
                                                                                 
Balance at 1 January 981,468   813,847 -           36,886   (1,300,876) 531,325  
2011                                                                             
                                                                                 
Issue of share       189,333   150,667 -           -        -           340,000  
capital                                                                          
                                                                                 
Revaluation of       -         -       192,560     -        -           192,560  
available-for-sale                                                               
investments                                                                      
                                                                                 
Deferred tax on      -         -       (39,016)    -        -           (39,016) 
revaluation of                                                                   
available-for-sale                                                               
investments                                                                      
                                                                                 
Loss for the         -         -       -           -        (602,843)   (602,843)
financial year                                                                   
                                                                                 
Share based payments -         -       -           43,174   -           43,174   
                                                                                 
Balance at 31        1,170,801 964,514 153,544     80,060   (1,903,719) 465,200  
December 2011                                                                    

Parent Company           Share   Share Revaluation    Share    Retained  Total    
                               premium     reserve    based    earnings          
                       capital                     payments                      
                                                    reserve                      
                                                                                 
                             £       £           £        £           £       £        
                                                                                 
Balance at 1 January 370,188   390,937 -           -        (617,713)   143,412  
2010                                                                             
                                                                                 
Issue of share       569,550   370,940 -           -        -           940,490  
capital                                                                          
                                                                                 
Acquisition of       41,730    51,970  -           -        -           93,700   
subsidiary                                                                       
undertakings                                                                     
                                                                                 
Loss for the         -         -       -           -        (632,731)   (632,731)
financial year                                                                   
                                                                                 
Share based payments -         -       -           36,886   -           36,886   
                                                                                 
Balance at 1 January 981,468   813,847 -           36,886   (1,250,444) 581,757  
2011                                                                             
                                                                                 
Issue of share       189,333   150,667 -           -        -           340,000  
capital                                                                          
                                                                                 
Revaluation of       -         -       192,560     -        -           192,560  
available-for-sale                                                               
investments                                                                      
                                                                                 
Deferred tax on      -         -       (39,016)    -        -           (39,016) 
revaluation of                                                                   
available-for-sale                                                               
investments                                                                      
                                                                                 
Loss for the         -         -       -           -        (643,091)   (643,091)
financial year                                                                   
                                                                                 
Share based payments -         -       -           43,174   -           43,174   
                                                                                 
Balance at 31        1,170,801 964,514 153,544     80,060   (1,893,535) 475,384  
December 2011                                                                    

Group and Parent Company Cash Flow Statement

For the year ended 31 December 2011

                                                 2011                2010        
                                                                                 
                                          Group     Company   Group     Company  
                                                                                 
                                    Notes £         £         £         £        
                                                                                 
Operating loss                            (602,970) (643,091) (661,289) (632,731)
                                                                                 
Expenses settled by the issue of    4     43,174    43,174    36,886    36,886   
share based payments                                                             
                                                                                 
Impairment provisions               12    -         40,729    -         -        
                                                                                 
Depreciation of property, plant and       12,420    12,420    9,961     9,961    
equipment                                                                        
                                                                                 
Write off property, plant and             1,000     1,000     -         -        
equipment                                                                        
                                                                                 
Write-down of goodwill                    -         -         91,696    -        
                                                                                 
Unrealised revaluation of                 (14,874)  (14,874)  -         -        
investments held for trading                                                     
                                                                                 
Bad debt provisions                       40,000    40,000    -         -        
                                                                                 
(Increase)/decrease in receivables        (31,785)  86,549    (110,635) (202,417)
                                                                                 
(Decrease)/increase in payables           (42,374)  (132,189) 122,682   194,698  
                                                                                 
Cash (used in)/from operations            (595,409) (566,282) (510,699) (593,603)
                                                                                 
Tax paid                                  (7,268)   -         -         -        
                                                                                 
Net cash (used in)/generated from         (602,677) (566,282) (510,699) (593,603)
operating activities                                                             
                                                                                 
Investing activities                                                             
                                                                                 
Proceeds on disposal of                   (4)       (4)       -         -        
available-for-sale investments                                                   
                                                                                 
Purchases of available-for-sale           -         -         (53,150)  (53,150) 
investments                                                                      
                                                                                 
Purchases of investments held for         (30,285)  (30,285)  -         -        
trading                                                                          
                                                                                 
Proceeds on disposal of property,         431       431       -         -        
plant and equipment                                                              
                                                                                 
Purchases of property, plant and          -         -         (61,729)  (61,729) 
equipment                                                                        
                                                                                 
Payments to acquire subsidiary            -         -                   (12,800) 
undertaking                                                                      
                                                                                 
Cash acquired with subsidiary             -         -         17,410             
undertaking                                                                      
                                                                                 
Net cash (used in)/generated from         (29,858)  (29,858)  (97,469)  (127,679)
investing activities                                                             
                                                                                 
Financing activities                                                             
                                                                                 
Proceeds from issue of ordinary           340,000   340,000   927,084   927,084  
share capital                                                                    
                                                                                 
Net cash used in financing                340,000   340,000   927,084   927,084  
activities                                                                       
                                                                                 
Net (decrease)/increase in cash and       (292,535) (256,140) 318,916   205,802  
cash equivalents                                                                 
                                                                                 
Cash and cash equivalents at              488,756   375,642   169,840   169,840  
beginning of year                                                                
                                                                                 
Cash and cash equivalents at end of       196,221   119,502   488,756   375,642  
year                                                                             
                                                                                 

Notes to the Accounts

For the year ended 31 December 2011

  * Revenues and segmental analysis
   
IFRS 8 requires operating segments to be identified on the basis of internal
reports about components of the Group that are regularly reviewed by the Chief
Executive to allocate resources to the segments and to assess their
performance. In contrast, the predecessor Standard (IAS 14 Segment Reporting)
required the Group to identify two sets of segments (business and
geographical), using a risks and returns approach, with the Group's system of
internal financial reporting to key management personnel serving only as the
starting point for the identification of such segments. Nevertheless, as a
result, following the adoption of IFRS 8, the identification of the Group's
single reportable segment, being UK-based financial intermediation, has not
changed.

Within this single reportable segment, total revenue comprises:

                                                           2011      2010     
                                                                              
                                                           £         £        
                                                                              
Corporate finance and advisory fees                        128,762   224,315  
                                                                              
Commission receivable                                      3,000     -        
                                                                              
Other charges rendered                                     40,835    1,989    
                                                                              
                                                           172,597   226,304  
                                                                              
Commission payable                                         (44,000)  -        
                                                                              
Other costs                                                (20,889)  (60,782) 
                                                                              
                                                           (64,889)  (60,782) 
                                                                              
Net Revenues                                               107,708   165,522  

Substantially all revenue in the current and prior year is generated in the UK
and derives solely from the provision of financial intermediation.

  * Staff remuneration and costs
   
Remuneration policies are recommended to the Board by the Remuneration
Committee. The Committee consists of David Weir (Chairman), and Christopher
Marsh.

Remuneration for executives comprises basic salary, a performance-related
bonus, and other benefits in kind, and may include share options.

The average number of employees, including Directors, employed by the company
within each category of persons, and their aggregate remuneration was:

                                       2011      2011      2010      2010     
                                                                              
                                       No.       £         No.       £        
                                                                              
Advisory                               2         114,583   -         -        
                                                                              
Administration                         4         128,842   6         265,209  
                                                                              
                                       6         240,425   6         265,209  

Employees', including Directors', costs comprise:

                                                           2011      2010     
                                                                              
                                                           £         £        
                                                                              
Wages, salaries and other staff costs                      240,425   265,209  
                                                                              
Share based payments                                       43,174    36,886   
                                                                              
Social security costs                                      16,051    5,258    
                                                                              
                                                           299,650   307,353  

  * Directors
   
(a) Directors' emoluments comprise:

                                                           2011      2010      
                                                                               
                                                           £         £         
                                                                               
Emoluments                                                 93,840    105,904   
                                                                               
Highest paid Director's remuneration:                                          
                                                                               
Emoluments                                                 80,000    90,000    

Information regarding Directors' share options is shown under Directors'
Interests in the Directors' Report.

  * Operating loss
   
  * 
   
2011                                               2010             
                                                                    
                                                   £        £       
                                                                    
The operating loss is arrived at after charging:                    
                                                                    
Auditors' remuneration:                            15,000   9,500   
                                                                    
Fees payable to the Company's auditors:                             
                                                                    
  * for the audit of the Company's annual accounts                  
                                                                    
Non-audit fees:                                                     
                                                                    
  * Tax services                                   1,750            
                                                                    
Net foreign exchange losses                                 424     
                                                                    
Depreciation of property, plant and equipment      12,420   9,961   
                                                                    
Operating lease rentals - Land and buildings       57,817   20,592  

The loss for the financial year dealt with in the financial statements of the
parent Company was £643,091 (2010 -£632,731) before dividend.

As permitted by Section 408 of the Companies Act 2006, no separate income
statement is presented in respect of the parent Company.

  * Finance costs
   
  * 
   
2011                                              2010             
                                                                   
                                                  £        £       
                                                                   
Interest payable:                                                  
                                                                   
Bank loans, overdrafts and other interest payable 41       -       

  * Tax
   
Analysis of tax charge on ordinary activities:

                                                          2011       2010      
                                                                               
                                                          £          £         
                                                                               
Current tax                                                                    
                                                                               
Current year                                              -          7,395     
                                                                               
Prior year adjustment                                     (127)                
                                                                               
Total tax charge (to Statement of Comprehensive Income)   (127)      7,395     

Factors affecting the tax charge for the year

The standard rate of tax for the year, based on the United Kingdom standard
rate of corporation tax, is 26% (2010: 28%).

The charge for the year can be reconciled to the loss per the Statement of
Comprehensive Income as follows:

                                                           2011      2010     
                                                                              
                                                           £         £        
                                                                              
Loss before tax                                            (602,970) (661,289)
                                                                              
Charge on loss on ordinary activities at standard rate     (156,772) (185,161)
                                                                              
Effect of:                                                                    
                                                                              
Income not taxable                                         (3,867)   -        
                                                                              
Expenses not deductible in determining taxable profit      2,121     25,726   
                                                                              
Utilisation of losses brought forward                      (6,046)   2,314    
                                                                              
Losses carried forward                                     164,833   165,017  
                                                                              
Movement in deferred tax unrecognised                      -         (501)    
                                                                              
Small company relief                                       (269)     -        
                                                                              
Adjustment to tax charge in respect of prior years         (127)     -        
                                                                              
                                                           (127)     7,395    

  * Loss per share
   
Basic loss per share has been calculated by dividing the loss on ordinary
activities after taxation by the weighted average number of shares in issue
during the year. Diluted loss per share is basic earnings per share adjusted
for the effect of conversion into fully paid shares of the weighted average
number of share options during the year. None of the share based payments were
potentially dilutive at the year end and so there is no difference between the
basic and diluted loss per share.

31 December 2011                                                      Basic and 
                                                                        Diluted
                                                                               
                                                                              £
                                                                               
Loss on ordinary activities after taxation                              602,843   
                                                                               
Adjustment to reflect impact of dilutive share options                        -         
                                                                               
Earnings                                                                602,843   
                                                                               
Number of shares                                                      8,281,770 
                                                                               
Earnings per share (pence)                                                7.28p     

31 December 2010                                                      Basic and
                                                                        Diluted
                                                                               
                                                                              £
                                                                               
Loss on ordinary activities after taxation                              668,684   
                                                                               
Adjustment to reflect impact of dilutive share options                        -         
                                                                               
Earnings                                                                668,684   
                                                                               
Number of shares (000's)                                              7,593,551 
                                                                               
Earnings per share (pence)                                                8.81p     

  * Goodwill
   
  * 
   
                                                                         Group           
                                                                              
Positive goodwill arising out of                                             £
acquisitions                                                                  
                                                                              
Cost                                                                          
                                                                              
At 1 January 2010                                                            -
                                                                              
Additions recognised upon further                                       91,696
consideration paid on acquisition of a                                        
subsidiary                                                                    
                                                                              
At 1 January 2011                                                       91,696
                                                                              
Additions                                                                    -
                                                                              
At 31 December 2011                                                     91,696
                                                                              
Accumulated impairment losses                                                 
                                                                              
At 1 January 2010                                                            -
                                                                              
Impairment losses for the year                                          91,696
                                                                              
At 1 January 2011                                                       91,696
                                                                              
Impairment losses for the year                                               -
                                                                              
At 31 December 2011                                                     91,696
                                                                              
Carrying amount                                                               
                                                                              
At 31 December 2011                                                          -
                                                                              
At 1 January 2011                                                            -
                                                                              
At 1 January 2010                                                            -

  * Property, plant and equipment
   
  * 
   
                                   Fixtures         IT                      
         Leasehold improvements         and                 Total           
                                   fittings  Equipment                      
                                                                            
Group and Company                         £          £          £          £
                                                                            
Cost                                                                        
                                                                            
At 1 January 2010                         -          -          -          -
                                                                            
Additions                             3,269     24,345     34,115     61,729
                                                                            
Disposals                                 -          -          -          -
                                                                            
At 1 January 2011                     3,269     24,345     34,115     61,729
                                                                            
Additions                                 -          -          -          -
                                                                            
Disposals and write-offs                  -    (1,000)      (993)    (1,993)
                                                                            
At 31 December 2011                   3,269     23,345     33,122     59,736
                                                                            
Accumulated depreciation                                                    
                                                                            
At 1 January 2010                         -          -          -          -
                                                                            
Charge for the year                     654      4,869      4,438      9,961
                                                                            
Disposals                                                                   
                                                                            
At 1 January 2011                       654      4,869      4,438      9,961
                                                                            
Charge for the year                     928      4,669      6,823     12,420
                                                                            
Disposals                                 -          -      (562)      (562)
                                                                            
At 31 December 2011                   1,582      9,538     10,699     21,819
                                                                            
Net book value                        1,687     13,807     22,423     37,917
                                                                            
At 31 December 2011                                                         
                                                                            
At 31 December 2010                   2,615     19,476     29,677     51,768
                                                                            
At 31 December 2009                       -          -          -          -

  * Investment in subsidiary undertakings
   
  * 
   
2011                                              2010             
                                                                   
Company                                           £        £       
                                                                   
Cost at 1 January 2011                            162,406  -       
                                                                   
Additions                                         -        162,406 
                                                                   
Impairment provision                              (40,729) -       
                                                                   
Cost at 31 December 2011                          121,677  162,406 

The following are the principal subsidiaries of the Company at 31 December 2011
and at the date of these financial statements.

Incorporated in the UK:         Class of  Proportion of    Nature of business  
                                 shares                                        
                                          Nominal value                        
                                          and voting                           
                                          rights held by                       
                                          parent company                       
                                                                               
Webb Capital Advisory Limited   Ordinary        100%       Corporate finance   
                                                           advisory            
                                                                               
Webb Capital Asset Management   Ordinary        100%       Fund management     
Limited                                                                        

  * Available-for-sale investments
   
  * 
   
2011                                                 2010               
                                                                        
Group and Company                                    £         £        
                                                                        
Listed                                               -         -        
                                                                        
Unlisted                                             192,564   -        
                                                                        
Available-for-sale investments carried at fair value 192,564   -        

The shares included above represent investments in equity securities that
present the Group with the opportunity for return through dividend income and
capital gains. These shares are not held for trading and are accordingly
classified as available-for-sale.

  * Trade and other receivables
   
  * 
   
                 2011              2010              
                                            
             Group   Company Group  Company
                                            
             £       £       £       £
                                            
Trade        9,001   -       1,210   1,048  
receivables                                 
                                            
Amount owed  -       58,029          169,479
by group                                    
undertakings                                
                                            
             9,001   58,029  1,210   170,527
                                            
Taxation     9,856   6,589   2,223   -      
receivables                                 
                                            
Other        8,000   8,000   52,000  52,000 
debtors                                     
                                            
Prepayments  81,194  23,360  60,833  -      
and accrued                                 
income                                      
                                            
             108,051 95,978  116,266 222,527

Trade receivables

Included in the Group's trade receivables balance are debtors with a carrying
amount of £nil (2010 - £1,210) which are past due at the reporting date for
which the Group has not provided as there has not been a significant change in
credit quality and the amounts are still considered recoverable.

Ageing of past due but not impaired trade receivables:

                                                         2011        2010      
                                                                               
                                                         £           £         
                                                                               
0 - 15 days                                              -           -         
                                                                               
16 - 30 days                                             -           -         
                                                                               
31 - 60 days                                             -           1,210     
                                                                               
                                                         -           1,210     

  * Investments held for trading
   
  * 
   
     2011            2010             
                                      
          Group Company  Group Company
                                      
              £       £      £       £
                                      
Unlisted 98,309 98,309  53,150 53,150 

The shares included above represent investments in listed equity securities
that present the group with opportunity for return through dividend income and
trading gains.

  * Cash and cash equivalents
   
Cash and cash equivalents comprises cash held at bank.

  * Trade and other payables
   
  * 
   
                   2011              2010              
                                            
               Group Company   Group Company
                                            
                   £       £       £       £
                                            
Trade        73,860  73,660  62,531  62,189 
payables                                    
                                            
Amount owed  -       36,401  -       126,703
to group                                    
undertakings                                
                                            
             73,860  110,061 62,531  188,892
                                            
Sundry       48,200  34,700  59,845  46,000 
creditors                                   
and accruals                                
                                            
Tax payable  6,786   6,786   48,844  48,844 
                                            
             128,846 151,547 171,220 283,736

  * Deferred Taxation
   
  * 
   
       2011             2010             
                                         
              Group Company Group Company
                                         
                  £       £     £       £
                                         
Deferred tax  39,016 39,016     -       -      
on movement                              
in                                       
unrealised                               
appreciation                             
of                                       
investments                              
                                         
             39,016 39,016      -       -      

Reconciliation of deferred tax liabilities:

                                            Group    Company
                                                            
                                                £          £
                                                            
Balance at 1 January 2011                       -          -         
                                                            
Tax expense recognised in Statement of     39,016     39,016    
Comprehensive Income                                        
                                                            
Balance at 31 December 2011                39,016     39,016    

  * Called up share capital
   
  * 
   
       2011               2010                
                                              
            No. of         £    No. of       £
            shares              shares        
                                              
Allotted                                      
and                                           
fully                                         
paid:                                         
                                              
Ordinary                                      
shares                                        
of 10p                                        
                                              
At 1     7,593,551 759,355   1,480,752 148,075
January                                       
2011                                          
                                              
Issued   1,893,335 189,333   6,112,799 611,280
in year                                       
                                              
At 31    9,486,886 948,688   7,593,551 759,355
December                                      
2011                                          
                                              
Deferred 1,480,752 222,113   1,480,752 222,113
shares                                        
of 15p                                        
                                              
                   1,170,801           981,468

Pursuant to placings, on 14 February 2011 the company issued 560,000 new
Ordinary Shares at an issue price of 25 pence per share and on 7 November 2011
the company issued 1,333,335 new Ordinary Shares at an issue price of 15 pence
per share. Subscribers to the shares issued on 7 November 2011 were granted 1
warrant for each Ordinary Share subscribed, exercisable at 15p per share at any
time during the 3 years commencing 1 January 2012. Of the 1,333,335 warrants
thus issued, directors' interests include 100,000 issued to Christopher Marsh
and 367,667 to family trusts of Peter Webb.

Options

At 31 December 2011, options to subscribe for 800,000 new Ordinary Shares in
the Company were in issue as follows:

                                        No. of  
                                       warrants 
                                                
At 31 December 2010                    1,440,000
                                                
Lapsed during the year                 (640,000)
                                                
At 31 December 2011                    800,000  

The outstanding options are exercisable as follows:

Staff options        No. of   Exercise Exercisable                             
issued:             warrants  price                                            
                                                                               
  * during 2010    800,000      15p    From 22 March 2013 and expiring 21 March
                                       2020                                    
                                                                               
At 31 December     800,000                                                     
2011                                                                           

The interests of the Directors in the above options are set out in the
Directors' Report.

The options outstanding at 31 December 2011 had a weighted average price of 15
pence and a weighted average remaining contractual life of 8 years, 83 days.

  * Financial commitments
   
Operating leases

At 31 December 2011 the Group had outstanding commitments for future minimum
lease payments under non-cancellable operating leases which fall due as
follows:

                                             2011                 2010        
                                                                              
                                     Land and  Other      Land and  Other
                                     buildings            buildings          
                                                                              
                                     £         £          £         £
                                                                              
In the next year                     17,500     -         0          -        
                                                                              
In the second to fifth years         35,000     -         61,776     -        
inclusive                                                                     
                                                                              
Total commitment                     52,500     -         61,776     -        

  * Financial instruments
   
Capital risk management

The Group manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to stakeholders. The Group's capital
structure primarily consists of equity attributable to equity holders of the
parent, comprising issued capital, reserves and retained earnings. The Group
has no debt.

Liquidity risk management

The Group manages liquidity risk by maintaining adequate reserves and by
continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities. In respect of
counterparty creditors and trade payables the amounts due are all payable
between 0 and 15 days.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including
the criteria for recognition, the basis for measurement and the basis on which
income and expenses are recognised, in respect of each class of financial
asset, financial liability and equity instrument, are disclosed in the
accounting policies in note 1.

Categories of financial instruments

                                             2011                  2010         
                                                                                
                                     Group      Company    Group      Company
                                                                                
                                     £'000      £'000      £'000      £'000
                                                                                
Available-for-sale investments       192,564    192,564    -          -         
                                                                                
Loans and receivables - Trade and    108,051    95,978     116,266    222,527   
other receivables                                                               
                                                                                
Loans and receivables - Cash and     196,221    119,502    488,756    375,642   
cash equivalents                                                                
                                                                                
Investments held for trading         98,309     98,309     53,150     53,150    
                                                                                
Financial liabilities at amortised   (196,221)  (151,547)  (171,220)  (283,736) 
cost - Trade and other payables                                                 

The carrying value of each class of financial asset denoted above approximates
to its fair value.

  * Related party transactions
   
Transactions between the Company and its subsidiaries which are related
parties, have been eliminated on consolidation and are not disclosed in this
note as they are not material.

Directors' transactions

Details of Directors' interests in ordinary shares and in share options are as
disclosed in the Directors' Report, together with details of other significant
holdings in the equity of the Company. The Company has no ultimate controlling
party.

NOTE TO THE ANNOUNCEMENT

The financial information set out above for the years ended 31 December 2011
and 31 December 2010 does not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006, but is derived from those accounts.
Whilst the financial information included in this announcement has been
compiled in accordance with International Financial Reporting Standards
("IFRS") this announcement itself does not contain sufficient financial
information to comply with IFRS. A copy of the statutory accounts for 2010 has
been delivered to the Registrar of Companies and those for 2011 will be posted
to shareholders. The full audited financial statements for the years end 31
December 2011 and 31 December 2010 do comply with IFRS.

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