Final Results

Jarvis Securities plc 15 March 2005 PRELIMINARY STATEMENT OF AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2004 CHAIRMAN'S STATEMENT These are the first results for Jarvis Securities plc as the new holding company for the group. However, the operating subsidiary, Jarvis Investment Management plc, had its 20th anniversary in 2004. We have come a very long way from a private investment club, through general financial advisory work, to the volume execution-only stockbroker and tailored financial administration solutions provider that we are today. It was a fitting achievement for the end of our second decade that the group was admitted to trading on AIM. Whilst it is pleasant to pause and reflect on our past, it is certainly not our style to be distracted from the changes and opportunities ahead. In 2003 we took the important steps of acquiring another business, implementing new systems and ensuring that we had skilled staff of the highest level. I talked of this as laying strong foundations for growth. The challenge in 2004 was to be certain that those necessary changes were bedded in and ready to build upon. With increased turnover, margins, service quality and very low staff turnaround I am certain this has been a success. You will see in financial terms that turnover is up by 17.4% and margins improved with operating profit up by 33.2%. This would have been higher still (59.1%) without the exceptional costs of the move from OFEX to AIM. The fundraising on admission also helped strengthen the balance sheet with net assets up from Â£430,233 to Â£1,372,680. I have also been pleased with the number of positive comments received from clients over the past year. We have been able to keep our service levels high, despite the pressures of business growth, and clients continue to comment favourably on both the web services and our personal telephone service. Retail investors continue to be drawn to our low-cost and efficient stockbroking services at the same rate and after opening 3,500 new ShareDeal Active accounts in 2003 we have now moved well past 7,000 such accounts in 2004. Whilst we continue to grow our retail activities in execution-only stockbroking and self-select PEPs, ISAs and SIPPs we have not been idle in promoting our administration and clearing services to other investment intermediaries. Jarvis has always been primarily an outsourced service provider. This began with PEPs and then ISAs. We now have a growing portfolio of commercial clients from single financial advisors to some of the world's largest financial institutions, providing services from settlement and clearing of bargains through wrappers and regular savings schemes to complete white-labelled financial products. We are succeeding in raising our profile in this area and I am sure that we will be announcing further agreements throughout the coming year. Our efficient, cost-effective and flexible solutions are just the type of outsourced arrangement that many banks, stockbrokers and investment intermediaries are looking for to improve the returns and minimise the regulatory and administrative costs of their own businesses. This remains our primary focus for organic growth in 2005. On 26 January 2004, we announced that we had entered into advanced discussions to acquire a company involved in the wholesale provision of securities research, trade execution, dealing settlement and custody services to professional intermediaries. We have not been able to agree terms acceptable to Jarvis and accordingly discussions have now been terminated. GROUP PROFIT AND LOSS ACCOUNT For the year ended 31 December 2004 2004 2003 -------- -------- Notes Â£ Â£ TURNOVER 2,562,793 2,182,486 Administrative expenses 1,742,074 1,666,609 Exceptional administrative expenses 5 133,536 - -------- -------- 1,875,610 1,666,609 OPERATING PROFIT 4 687,183 515,877 Exceptional costs of business reorganisation 5 - 160,857 -------- -------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 687,183 355,020 Tax on profit on ordinary activities 7 148,201 72,267 -------- -------- PROFIT FOR THE FINANCIAL YEAR 538,982 282,753 Dividends 8 401,200 386,155 -------- -------- RETAINED PROFIT/(LOSS) 18 137,782 (103,402) Retained profit brought forward 320,033 423,435 -------- -------- RETAINED PROFIT CARRIED FORWARD 457,815 320,033 ======== ======== EARNINGS PER SHARE Basic earnings per share 21 5.36p 2.82p Earnings per share before exceptional expenses 21 6.51p 3.94p Diluted earnings per share 21 5.35p 2.82p CONTINUING OPERATIONS None of the group's activities were acquired or discontinued in the current year. Acquisitions in the previous year were integrated immediately and the related revenues and costs are not separately identifiable. GROUP BALANCE SHEET As at 31 December 2004 31/12/2004 31/12/2003 -------------- --------------- Notes Â£ Â£ Â£ Â£ FIXED ASSETS Intangible assets 9 385,330 309,640 Tangible assets 10 126,873 157,381 Investments 11 - - -------- -------- 512,203 467,021 CURRENT ASSETS Investments 12 36,349 46,482 Debtors 13 3,440,023 3,565,432 Cash at bank and in hand 14 4,889,805 4,095,078 -------- -------- 8,366,177 7,706,992 CREDITORS: Amounts falling due 15 7,505,700 7,732,652 within one year -------- -------- NET CURRENT ASSETS/(LIABILITIES) 860,477 (25,660) -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES 1,372,680 441,361 PROVISIONS FOR LIABILITIES AND CHARGES Deferred taxation 16 - 11,128 -------- -------- NET ASSETS 1,372,680 430,233 ======== ======== CAPITAL AND RESERVES Called up share capital 17 114,845 100,300 Share premium account 18 800,020 9,900 Profit and loss account 18 457,815 320,033 -------- -------- SHAREHOLDERS' FUNDS 1,372,680 430,233 ======== ======== GROUP CASH FLOW STATEMENT For the year ended 31 December 2004 Notes 31/12/2004 31/12/2003 --------- --------- Â£ Â£ Reconciliation of operating profit to net cash inflow from operating activities Operating profit 687,183 515,877 Cashflow from exceptional - (160,857) item Depreciation 59,015 47,045 Amortisation 18,750 8,619 (Profit)/Loss on disposal of fixed - 518 assets (Increase)/decrease in (253,720) 200,062 debtors Increase/(decrease) in 481,452 63,963 creditors --------- --------- Net cash inflow from operating 992,680 675,227 activities ========= ========= CASH FLOW STATEMENT Cash flow from operating 992,680 675,227 activities Taxation (159,682) (122,200) Capital expenditure and financial 22a (112,814) (112,860) investment Acquisitions - cash consideration 3 - (318,259) for the purchase of a business Equity dividends paid (401,200) (386,155) --------- --------- 318,984 (264,247) Financing 22a 804,665 (5,613) --------- --------- Increase in cash 1,123,649 (269,860) ========= ========= Reconciliation of net cash flow to movement in net funds 2004 2003 -------------- -------------- Â£ Â£ Â£ Â£ Increase in cash in the 1,123,649 (269,860) year Repayments of amounts - 13,942 borrowed -------- -------- Movement in net funds in 1,123,649 (255,918) the year Net funds at 1 January 2004 107,392 363,310 -------- -------- Net funds at 31 December 22b 1,231,041 107,392 2004 ======== ======== NOTES FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 31 December 2004 1. ACCOUNTING POLICIES The financial statements have been prepared in accordance with applicable accounting standards. The following accounting policies have been used consistently in dealing with items which are considered material in relation to the financial statements. (a) Accounting convention The financial statements have been prepared under the historical cost convention. (b) Revenue Revenue represents net sales of services, commissions and interest excluding value added tax. Income is recognised as it is accrued for fees and interest and on receipt for commissions. (c) Basis of consolidation The company was incorporated on 20 April 2004 and on 19 July 2004 the group underwent a reconstruction in which Jarvis Investment Management plc, a company registered in England and Wales, was included in the group. The combination was effected under the merger method of accounts in accordance with Financial Reporting Standard No.6 because the company was acquired by means of a share for share exchange. The prior year comparative figures are restated to include the results of Jarvis Investment Management plc. The group financial statements consolidate the financial statements of Jarvis Securities plc, Jarvis Investment Management plc, Jarvis Personal Finance Limited, View Range Limited, JIM Nominees Limited, Galleon Nominees Limited and Dudley Road Nominees Limited made up to 31 December 2004. Intra-group sales and profits are eliminated on consolidation and all sales and profit figures relate to external transactions only. No profit and loss account is presented for Jarvis Securities plc as provided by S230(3) of the Companies Act 1985. (d) Tangible fixed assets Depreciation is provided on cost in equal annual instalments over the lives of the assets at the following rates: Website - 33% on cost Leasehold improvements - 33% on cost Motor vehicles - 20% on cost Office equipment - 20% on cost Software developments - 33% on cost (e) Intangible fixed assets Goodwill represents the excess of the fair value of the consideration given over the aggregate fair values of the separable net assets. Goodwill is amortised over 20 years on a straight-line basis, subject to annual impairment reviews. Other intangible assets are capitalised at their market value on acquisition and are amortised on the same basis. (f) Deferred taxation Provision is made in full for all taxation deferred in respect of timing differences that have originated but not reversed by the balance sheet date, except for gains on disposal of fixed assets which will be rolled over into replacement assets. No provision is made for taxation on permanent differences. Deferred tax assets are recognised to the extent that it is more likely than not that they will be recovered. (g) Segmental reporting There are no significant segments for reporting purposes as required by Statement of Standard Accounting Practice 25. (h) Pensions The group operates a defined contribution pension scheme. Contributions payable for the year are charged to the profit and loss account. (i) Stockbroking balances The gross assets and liabilities of the group relating to stockbroking transactions on behalf of clients are included in debtors, creditors and cash at bank. (j) Operating leases and finance leases Costs in respect of operating leases are charged on a straight line basis over the lease term in arriving at the operating profit. Where the company has entered into finance leases, the obligations to the lessor are shown as part of borrowings and the rights in the corresponding assets are treated in the same way as owned fixed assets. Leases are regarded as finance leases where their terms transfer to the lessee substantially all the benefits and burdens of ownership other than right to legal title. (k) Investments Fixed asset investments are stated at cost and current asset investments are stated at current market valuations. (l) Financial instruments The company has no financial instruments as determined in the provisions of Financial Reporting Standard 13. Short-term debtors and creditors are excluded from these provisions as permitted by the standard. (m) Cashflow statement Cash movements relating to stockbroking balances derived from client trading are excluded from the cashflow statement on the basis that these amounts do not form part of the cashflow position of the group. 2. GROUP INCOME The income of the group during the year was made in the United Kingdom and the income of the group for the year derives from the same class of business as noted in the Directors' Report. 2004 2003 -------- -------- Â£ Â£ Interest received 1,165,331 967,342 Other turnover 1,397,462 1,215,144 -------- -------- 2,562,793 2,182,486 ======== ======== 3. ACQUISITION During the previous year the company acquired the retail stockbroking and execution-only PEP and ISA management trade of CFA Securities Limited. The acquisition included the relevant client databases, brands and trademarks. The sale was completed on 19 June 2003 for a total consideration of Â£225,000. It is not possible to separately identify the results of the acquired trade. The fair value of the assets and liabilities are set out below: Asset: Fair Value (Â£): -------- --------------- Certificated client contracts 10,000 Database and trade marks 5,000 Non-certificated client contracts 10,000 -------- 25,000 Consideration 225,000 Legal fees and acquisition costs 187,699 -------- Goodwill on acquisition 387,699 ======== 4. OPERATING PROFIT 2004 2003 --------- -------- Operating profit is stated after charging: Â£ Â£ Directors' emoluments 198,905 208,621 Depreciation - owned assets 59,014 65,611 Amortisation 18,750 8,619 Operating lease rentals - hire of machinery 2,342 674 Operating lease rentals - land and buildings 19,750 18,762 Auditor's remuneration - audit - parent company 5,000 - Auditor's remuneration - audit - subsidiaries 5,000 9,150 Auditor's remuneration - other services - parent 53,347 - company Auditor's remuneration - other services - 3,688 1,976 subsidiaries Loss on disposal of fixed assets - 518 Interest payable and similar charges 302,652 372,036 ========= ======== Directors' emoluments ========= ======== Fees 190,841 201,436 Pension contributions 8,064 7,185 ========= ======== Details of the highest paid director are as follows: Aggregate emoluments 104,000 95,000 Company contributions to personal pension scheme 8,064 7,185 --------- -------- 112,064 102,185 Other services performed by the auditors relates to work performed on the group's restructuring and admission to AIM. Benefits are accruing for one director (2003 one director) under a money purchase pension scheme. Staff Costs The average number of persons employed by the group, including directors, during the year was as follows: Number Number Management and administration 22 17 ======== ======== The aggregate payroll costs of these persons were as Â£ Â£ follows: Wages and salaries 524,047 438,060 Pension contributions 8,064 7,887 Social security 62,311 48,045 -------- -------- 594,422 493,992 ======== ======== 5. EXCEPTIONAL ITEMS Exceptional items derive from the costs relating to the following events: During the current year the group was restructured and Jarvis Securities plc was formed as a new holding company for the group. During the previous year the firm changed from transacting its equity dealing through a third party to managing its own settlement function. This required a significant change in the IT systems, together with a significant change in staffing levels and skills and the resultant training costs. This also enabled the launch of a new product range, under the name of ShareDeal Active, which had significant initial costs. These costs are shown as an exceptional cost of business reorganisation in the profit and loss account. 6. INTEREST PAYABLE AND SIMILAR CHARGES 2004 2003 -------- -------- Â£ Â£ Bank loans and overdrafts 5,320 8,672 Hire purchase agreement - 470 Interest paid to clients 297,332 362,894 -------- -------- 302,652 372,036 ======== ======== 7. TAX ON PROFIT ON ORDINARY ACTIVITIES 2004 2003 -------- -------- Â£ Â£ Based on the adjusted results for the year: UK corporation tax 239,750 92,879 Adjustments in respect of prior years (80,421) (31,740) -------- -------- Total current tax 159,329 61,139 Deferred tax: Origination and reversal of timing differences (11,128) 11,128 -------- -------- Tax on profit on ordinary activities 148,201 72,267 ======== ======== The tax assessed for the year is lower than the standard rate of corporation tax in the UK (30%). The differences are explained below: Profit on ordinary activities before tax 787,206 355,020 ======== ======== Profit on ordinary activities multiplied by the standard rate of corporation tax in the UK of 30% (2003 - 30%) 236,162 105,506 Effects of: Marginal relief - (4,423) Group relief claimed without payment (4,667) - Income not taxable (28,375) - Expenses not deductible for tax purposes 2,656 215 Ineligible depreciation 1,048 1,661 Capital allowances less than depreciation - (8,708) Depreciation in excess of capital allowances 32,926 - Adjustments to tax charge in respect of previous years (80,068) (32,789) Other short term timing differences (323) -------- -------- Current tax charge for the year 159,682 61,139 ======== ======== If the company had not incurred exceptional costs of Â£133,536 the profit before tax would have been Â£820,719 with a tax charge for the year of Â£165,315.If the company had not incurred exceptional costs of Â£160,857 the profit before tax in the previous year would have been Â£515,877 with a tax charge for the year of Â£120,523. Movement in provision: Provision at start of year 11,128 Deferred tax charged in the P&L account for the year (11,128) -------- Provision at end of year - ======== Provision for deferred tax: Accelerated capital allowances - ======== 8. DIVIDENDS 2004 2003 -------- -------- Â£ Â£ Interim dividends paid on Ordinary 1p shares 401,200 386,155 ======== ======== 9a. INTANGIBLE FIXED ASSETS - GROUP Goodwill Brands, Other & Total -------- Databases -------- -------- Â£ Â£ Â£ Cost: At 1 January 2004 293,259 25,000 318,259 Additions 94,440 - 94,440 -------- -------- -------- At 31 December 2004 387,699 25,000 412,699 ======== ======== ======== Amortisation: At 1 January 2004 7,942 677 8,619 Charge for the year 17,500 1,250 18,750 -------- -------- -------- At 31 December 2004 25,442 1,927 27,369 ======== ======== ======== Net Book Value: At 31 December 2004 362,257 23,073 385,330 ======== ======== ======== At 31 December 2003 285,317 24,323 309,640 ======== ======== ======== 9b. INTANGIBLE FIXED ASSETS - COMPANY Goodwill Brands, Other & Databases Total Â£ Â£ Â£ Cost: Additions 387,699 25,000 412,699 At 31 December 2004 387,699 25,000 412,699 Amortisation: Charge for the year 25,442 1,927 27,369 At 31 December 2004 25,442 1,927 27,369 Net Book Value: At 31 December 2004 362,257 23,073 385,330 Intangible assets arose on the acquisition of the trade of CFA Securities Limited during the previous year. The trade, databases, trade marks, brands and the nominee company of CFA Securities Limited were purchased for a consideration of Â£225,000. Legal, data conversion and other costs of Â£187,699 were capitalised in addition to the initial consideration during the current year. 10a. TANGIBLE FIXED ASSETS - GROUP -------- ------ -------- ------ ------- ------- Software Website Leasehold Motor Office Total Development Improvements Vehicle Equipment -------- ------ -------- ------ ------- ------- Â£ Â£ Â£ Â£ Â£ Â£ Cost: At 1 January 65,130 37,405 22,421 - 116,304 241,260 2004 Additions 13,706 1,500 - 22,500 12,551 50,257 Disposals - - - (22,500) - (22,500) -------- ------ -------- ------ ------- ------- At 31 December 78,836 38,905 22,421 - 128,855 269,017 2004 ======== ====== ======== ====== ======= ======= Depreciation: At 1 January - 20,135 6,408 - 57,336 83,879 2004 Charge for the 17,743 11,594 6,850 750 22,078 59,015 year On Disposal - - - (750) - (750) -------- ------ -------- ------ ------- ------- At 31 December 17,743 31,729 13,258 - 79,414 142,144 2004 ======== ====== ======== ====== ======= ======= Net Book Value: At 31 December 61,093 7,176 9,163 - 49,441 126,873 2004 ======== ====== ======== ====== ======= ======= At 31 December 65,130 17,270 16,013 - 58,968 157,381 2003 ======== ====== ======== ====== ======= ======= 10b. TANGIBLE FIXED ASSETS - COMPANY -------- ------ -------- ------ ------- ------- Software Website Leasehold Motor Office Total Development Improvements Vehicles Equipment -------- ------ -------- ------ ------- ------- Â£ Â£ Â£ Â£ Â£ Â£ Cost: Transfer from group company 65,130 37,405 22,421 - 118,956 243,912 Additions 13,706 1,500 - - 9,899 25,105 Disposals - - - - - - -------- ------ -------- ------ ------- ------- At 31 December 78,836 38,905 22,421 - 128,855 269,017 2004 ======== ====== ======== ====== ======= ======= Depreciation: Transfer from group company 5,915 23,376 8,276 - 63,429 100,996 Charge for the 11,828 8,353 4,982 - 15,985 41,148 year On Disposal - - - - - -------- ------ -------- ------ ------- ------- At 31 December 17,743 31,729 13,258 - 79,414 142,144 2004 ======== ====== ======== ====== ======= ======= Net Book Value: At 31 December 61,093 7,176 9,163 - 49,441 126,873 2004 ======== ====== ======== ====== ======= ======= At 31 - - - - - - December ======== ====== ======== ====== ======= ======= 2003 All tangible assets were acquired by Jarvis Securities plc from Jarvis Investment Management plc on 1 October 2004. 11. FIXED ASSET INVESTMENTS Group Company 2004 2003 2004 2003 -------- -------- -------- -------- Unlisted Investments Â£ Â£ Â£ Â£ Cost: At 1 January 2004 - - - - Additions - - 100,300 - Disposals - - - - -------- -------- -------- -------- As at 31 December 2004 - - 100,300 - -------- -------- -------- -------- Listed Investments Valuation: At 1 January 2004 - 768 - - Additions - - - - Disposals - (768) - - -------- -------- -------- -------- As at 31 December - - - - 2004 -------- -------- -------- -------- Total - - - - ======== ======== ======== ======== Unlisted investments are interests held in the following companies registered in the United Kingdom. Shareholding Holding Business -------------- --------- ---------- Jarvis Investment Management plc 100% 10,030,000 1p Ordinary shares Financial Administration On 19 July 2004 a group reorganisation was completed, whereby Jarvis Securities plc acquired 100% of Jarvis Investment Management plc in a share for share exchange. 12. CURRENT ASSET INVESTMENTS Group Company 2004 2003 2004 2003 -------- -------- -------- -------- Listed Investments Valuation: At 1 January 2004 46,482 - - - Additions - 46,482 - - Disposals (10,133) - - - -------- -------- -------- -------- As at 31 December 2004 36,349 46,482 - - -------- -------- -------- -------- Listed investments are stated at their market value at 31 December 2004. 13. DEBTORS Group Company Amounts falling due within one year: 2004 2003 2004 2003 -------- -------- -------- -------- Â£ Â£ Â£ Â£ Trade debtors 2,885,312 3,304,453 - - Amounts owed by group undertakings 5,000 21,500 5,000 - Other debtors 124,481 28,934 73,676 - Prepayments and accrued income 425,230 210,545 8,585 - -------- -------- -------- -------- 3,440,023 3,565,432 87,261 - ======== ======== ======== ======== Trade debtors include Â£2,882,658 (2003 Â£3,261,787) in respect of delivery versus payment transactions for the settlement of client bargains. 14. CASH AT BANK & IN HAND Group Company 2004 2003 2004 2003 -------- -------- -------- -------- Â£ Â£ Â£ Â£ Balance at bank and in hand 4,889,805 4,095,078 614,686 - ======== ======== ======== ======== Cash at bank includes Â£3,658,764 (2003 Â£3,987,686) received in the course of settlement of bargains. This amount is held by the company in trust on behalf of clients and is only available to complete the settlement of outstanding bargains. 15. CREDITORS: Group Company Amounts falling due within one year: 2004 2003 2004 2003 -------- -------- -------- -------- Â£ Â£ Â£ Â£ Trade creditors 6,884,729 7,377,164 262,785 - Corporation tax 159,682 92,879 - - Other taxes and Social Security 41,728 20,623 - - Other creditors and provisions 245,131 21,851 216,173 - Accruals 174,430 220,135 5,000 - -------- -------- -------- -------- 7,505,700 7,732,652 483,958 - ======== ======== ======== ======== Trade creditors include Â£6,541,422 (2003 Â£7,249,473) in respect of delivery versus payment transactions for the settlement of client bargains. 16. DEFERRED TAX 2004 2003 -------- -------- Â£ Â£ At 1 January 2004 11,128 - Charge for the year (11,128) 11,128 -------- -------- As at 31 December 2004 - 11,128 ======== ======== The deferred tax is made up as follows: Origination and reversal of timing differences - 11,128 ======== ======== 17. CALLED UP SHARE CAPITAL 2004 2003 -------- -------- Â£ Â£ Authorised: 16,000,000 Ordinary shares of 1p each 160,000 120,000 -------- -------- 160,000 120,000 ======== ======== Allotted, issued and fully paid: 11,484,545 Ordinary shares of 1p each 114,845 100,300 -------- -------- 114,845 100,300 ======== ======== 18a. RESERVES AND RECONCILIATION OF SHAREHOLDER FUNDS - GROUP -------- ------- -------- ---------- Share Share Profit Total Capital Premium & Loss Shareholders' Account Funds -------- ------- -------- ---------- Â£ Â£ Â£ Â£ At 1 January 2003 100,000 - 423,435 523,435 Retained loss for the financial - - (103,402) (103,402) year Shares issued 300 9,900 - 10,200 -------- ------- -------- ---------- At 31 December 2003 100,300 9,900 320,033 430,233 Retained profit for the financial - - 137,782 137,782 year Shares issued 114,845 1,185,454 - 1,300,299 Expenses of issue - (395,334) - (395,334) Share for share exchange on acquisition (100,300) - - (100,300) -------- ------- -------- ---------- At 31 December 2004 114,845 800,020 457,815 1,372,680 ======== ======= ======== ========== 18b. RESERVES AND RECONCILIATION OF SHAREHOLDER FUNDS - COMPANY -------- ------- -------- ---------- Share Share Profit Total Capital Premium & Loss Shareholders' Account Funds -------- ------- -------- ---------- Â£ Â£ Â£ Â£ Shares issued 114,845 1,185,454 - 1,300,299 Expenses of issue - (395,334) - (395,334) Retained profit for the financial - - (74,473) (74,473) year -------- ------- -------- ---------- At 31 December 2004 114,845 790,120 (74,473) 830,492 ======== ======= ======== ========== 19. IMMEDIATE AND ULTIMATE PARENT UNDERTAKINGS The company's immediate and ultimate parent undertaking is Sion Holdings Limited, a company registered in England and Wales. 20. RELATED PARTY TRANSACTIONS At the year end Sion Holdings Limited had an outstanding balance due to Jarvis Securities plc of Â£5,000. 21. EARNINGS PER SHARE The weighted average number of shares in issue during the year for the Earnings per Share calculations are as follows: Date Event No. of shares Days 2004 2003 ------ --------------- -------- ------ --------- --------- 01/01/03 Opening balance 10,000,000 42 - 1,150,685 2003 11/02/03 Issue of share 10,030,000 323 - 8,875,863 capital 01/01/04 Opening balance 10,030,000 358 9,810,765 2004 23/12/04 Issue of share 11,484,545 8 251,028 capital --------- --------- 10,061,793 10,026,548 The Diluted Earnings per Share calculation is as follows: Date Event No. of shares Days 2004 2003 --------- 01/01/03 Opening balance 2003 10,000,000 42 - 1,150,685 11/02/03 Issue of share capital 10,030,000 323 - 8,875,863 01/01/04 Opening balance 2004 10,030,000 358 9,810,765 - 23/12/04 Issue of share capital 12,134,545 8 265,236 - and options --------- --------- 10,076,001 10,026,548 22. NOTES TO THE CASH FLOW STATEMENT NOTE A - GROSS CASH FLOWS 2004 2003 --------- --------- Â£ Â£ Capital expenditure and financial investment Payments to acquire tangible fixed assets (50,257) (98,470) Payments to acquire intangible fixed assets (94,440) - Receipts from disposal of fixed assets 21,750 31,324 Payments to acquire current asset investments - (46,482) Receipts from disposal of current asset investments 10,133 - Receipts from disposal of listed investments - 768 --------- --------- (112,814) (112,860) ========= ========= Financing Issue of ordinary share capital 1,199,999 10,200 Expenses paid on issue of shares (395,334) - Capital element of finance lease rentals - (15,813) --------- --------- 804,665 (5,613) ========= ========= NOTE B - ANALYSIS OF NET FUNDS At 1.1.04 Cash Flow Other Non At 30.9.04 Cash Changes --------- --------- --------- --------- Â£ Â£ Â£ Â£ Cash in hand, 4,095,078 794,727 - 4,889,805 at bank Less (3,987,686) 328,922 - (3,658,764) DVP --------- --------- --------- --------- cash NET 107,392 1,123,649 - 1,231,041 FUNDS ========= ========= ========= ========= 23. OPERATING LEASE COMMITMENTS At 31 December 2004 the company was committed to making the following payments during the next year in respect of operating leases which expire: Land and Buildings --------- Â£ After more than five years: 19,750 ========= 24. CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE COMPANY Consolidated profit and loss account from the date of incorporation on 20 April 2004 to 31 December 2004 for Jarvis Securities plc: Total Â£ --------- Turnover 1,226,880 Administrative expenses 823,012 Exceptional administrative expenses 132,860 --------- Total administrative expenses 955,872 Total operating profit 271,008 --------- Taxation on profit on ordinary activities 37,682 Profit on ordinary activities after taxation 233,326 --------- Dividends - ordinary 225,675 --------- Retained profit for the period 7,651 ========= The profit and loss account above is required by the Companies Act 1985 and covers the first statutory accounting reference period of Jarvis Securities plc from its date of incorporation on 20 April 2004 to 31 December 2004. Disclosure notes for this period are not presented, as the directors do not believe that they would provide meaningful information to the users of the accounts. Directors' remuneration for this period is included within the amounts disclosed in the Remuneration Report, which covers remuneration for the year to 31 December 2004. Amounts for the period 20 April 2004 to 31 December 2004 in respect of salaries and other related costs can be derived by apportioning the annual amounts. 25. STATUS OF FINANCIAL INFORMATION The financial information set out in the announcement does not constitute the company's statutory accounts for the year ended 31 December 2004 or 2003. The financial information for the year ended 31 December 2003 is derived from the statutory accounts for that year, which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under S237(2) or (3) Companies Act 1985. The statutory accounts for the year ended 31 December 2004 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the company's annual general meeting. This information is provided by RNS The company news service from the London Stock Exchange BBBA

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