Statement re. Suspension

Berkeley Berry Birch PLC 01 December 2005 BERKELEY BERRY BIRCH PLC SUSPENSION OF TRADING IN THE COMPANY'S SHARES UPDATE ON CURRENT TRADING, FSA INVESTIGATION INTO BIA AND THE REGULATORY CAPITAL SHORTFALL PROPOSED FUNDRAISING BOARD CHANGES APPOINTMENT OF FINANCIAL ADVISER The Board of Berkeley Berry Birch PLC ('BBB' or the 'Company'), the financial services distribution group, announces today that it has requested the temporary suspension of trading in its shares with immediate effect pending clarification of its financial position. The Company is also able to announce an update on current trading; the outcome of the FSA investigation into sales of life and regular savings products by Berkeley Independent Advisers Limited ('BIA'); and progress in addressing its regulatory capital shortfall and future working capital requirements. On 29 July 2005, the Financial Services Authority ('FSA') issued decision notices cancelling the permissions of three of BBB's regulated businesses due to regulatory capital shortfalls. The Company has referred these decision notices to the Financial Services and Markets Tribunal ('FSMT') and is working on proposals to rectify the regulatory capital shortfalls by means of planned disposals and an equity fundraising. These plans are well advanced but, to date, the FSA has not yet satisfied itself of the adequacy of these proposals. Pending resolution of these issues the Company considers that trading in its shares should be suspended. Further details are set out below. Information on BBB and Current Trading BBB currently operates through four independently regulated financial services businesses. These are: (1) BIA, a network of independent financial advisers; (2) Berry Birch & Noble Financial Planning Limited ('BBNFP'), largely a directly employed sales force; (3) Berry Birch & Noble Financial Planning (Weston) Limited ('Weston'), largely a self-employed sales force; and (4) Berry Birch & Noble Insurance Brokers Limited ('BBNIB'), the Group's insurance broking subsidiary. In the year ended 31 March 2005, BBB reported an audited consolidated operating loss before goodwill amortisation and impairment and other operating exceptional items of £1.6 million on turnover of £67.3 million. As at 31 March 2005, the Group had equity shareholders' funds of £3.8 million (under UK GAAP). Since the year end, trading has continued to be difficult and the Group's interim results for the six months ended 30 September 2005, which are expected to be issued in December 2005 and will be reported under International Financial Reporting Standards ('IFRS'), will show continuing losses at an operating level, principally as a result of difficult trading conditions within its Financial Services Division. These businesses are currently the subject of enforcement action by the FSA as set out below and this has affected their ability to trade profitably. Once these issues are resolved, the Company believes it can stabilise the trading performance of these businesses. The Group's interim statements will also show a reduction in equity shareholders' funds, largely because of the requirement under IFRS to recognise the deficit in respect of the Group's defined benefit pension scheme (which as at 31 March 2005 was £3 million as calculated under FRS17) as a liability on the Group's balance sheet. Update on regulatory capital position As previously announced on 25 April 2005, the FSA started formal regulatory enforcement action against BIA, Weston and BBNFP (the Group's 'Regulated FS Businesses'). These businesses had not maintained adequate regulatory capital resources and had therefore breached Threshold Condition 4 of their authorization. The Company had notified the FSA about this situation earlier in the year. At 30 September 2005, the Regulated FS Businesses had a combined capital resource shortfall of £10.9 million, based on their un-audited FSA returns. The Regulated FS Businesses do not hold client money and the Board believes that the enforcement process has not risked client assets. The Company has worked with the FSA at all times throughout its investigation while seeking an acceptable solution to this shortfall. However, on 29 July 2005 the FSA decided to issue decision notices to cancel the permissions of the Regulated FS Businesses. The businesses referred this decision to the FSMT on 25 August 2005 ('References') and the FSA has subsequently applied to have the References struck out. The Company believes that the References will proceed to a full hearing which it would anticipate taking place in the New Year. A hearing of the FSMT to consider the FSA's motion to dismiss the References was held on 29 November 2005 and will continue on 8 December 2005. Update on FSA investigations The Board can also report that the FSA's investigation into the selling of some regular savings plans and whole of life plans by network members of BIA between December 2001 and September 2004, has now concluded with a public censure of BIA. This investigation identified certain management and procedural shortcomings in BIA. The BIA management concerned are no longer with the Group and the Board has taken steps to prevent this problem from reoccurring. The FSA were to impose a fine of £425,000 on BIA. However BIA's limited financial resources and the FSA's desire to ensure that customers are compensated in accordance with the past business review has led to a public censure being imposed instead. BIA is now undertaking a limited ''past business review'' to consider advised sales of these products. PricewaterhouseCoopers LLP has been appointed to oversee the review and report back to the FSA. In the event that any unsuitable advice has been given, causing a loss to be incurred, appropriate redress will be paid. It is difficult to quantify its financial impact on the Group at this early stage in the review however, BIA has estimated that the total consumer loss could be between £500,000 and £1,000,000. The cost of this review including possible compensation for all consumers affected has been provided for in the Company's accounts for the year ended 31 March 2005. Unfortunately the Board must now report that the FSA has commenced a further investigation, into BBNIB. The FSA are investigating a breach of the FSA's client money rules and the lack of systems and controls in relation to the handling of client money. Many other UK insurance brokers have had difficulty in interpreting and implementing the complex new client money rules which took effect earlier this year. The FSA is also investigating the speed with which the breach of the client money rules was communicated to the FSA. The Board believes that BBNIB acted swiftly to bring the breaches to the attention of the FSA, took immediate steps to address the issues relating to the handling of client money. Independent auditors have confirmed to BBNIB that at no time did any risk of loss of client money arise. Furthermore, given the limited extent to which BBNIB handles client money, it has already taken the decision to cease handling client money. Proposed fundraising The Board has been seeking to address the regulatory capital shortfall in its three regulated FS businesses since it first became aware of the shortfall in March 2005. It has considered several possibilities but concluded that a sale of any business in its entirety is not in the best interests of Shareholders, although certain business lines within BBNIB are capable of being sold to raise capital for the Group. These are being actively pursued. The Board is progressing an equity fund raising that the Directors believe will be sufficient to resolve the regulatory capital shortfall in the Regulated FS Businesses. Discussions are in an advanced stage and it is likely that a number of directors and senior managers of the Group will take part in this proposed fundraising. The Board will keep shareholders informed of progress in relation to the proposed fundraising so far as practicable. It is believed that once this fund raising is completed the Company will be able to resolve its regulatory capital shortfall. The FSA is required to satisfy itself as to the adequacy of these proposals. The Company is in active discussions with the FSA on the proposals and it is hoped that, if a successful conclusion of these discussions is reached, the Company will be in a position to apply to have its securities restored to trading. Board changes On 5 October, the Board announced the appointment of Jonathan Hall as a non-executive Director. Jonathan is an experienced corporate financier and has been closely involved in the Company's restructuring and capital raising plans. The Company has today announced a further strengthening of the Board with the appointment of Andrew Shortis as Group Managing Director with immediate effect. A specialist in corporate turnaround, Andrew brings considerable experience of growing thriving, profitable businesses. The Board also announces that John Joyce, the Company's senior independent director, has been appointed Non-Executive Chairman. Cliff Lockyer will remain on the BBB Board as Group Enterprise Director. Nick Davenport, who joined the Board as Executive Director in March 2005 to develop the insurance broking business, has stepped down from the BBB Board, but will continue his relationship with the Group as Non-Executive Chairman of BBNIB. Appointment of Financial Adviser The Board of BBB today also announces the appointment of Arden Partners Limited as its financial adviser. Enquiries: BBB plc Jonathan Hall before 9a.m. 0121 632 2192 after 9a.m. 02476 232010 Arden Partners Andrew Raca, Director, Corporate Finance 0121 423 8941 This information is provided by RNS The company news service from the London Stock Exchange
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