Final Results

Terrace Hill Group PLC 21 February 2007 21 February 2007 Terrace Hill Group PLC ('Terrace Hill' or 'the group') Preliminary Announcement of Results for the year to 31 October 2006 Terrace Hill Group PLC, the AIM listed property group, announces its results for the year ended 31 October 2006. Highlights • Adjusted diluted NAV (ADNAV) increased 62.8% to 89.0p per share (2005: 54.6p per share) • Total shareholders return (TSR) for the year was 95.0%, and on an internal rate of return (IRR) basis the TSR since October 2002 was 57.7% per annum • Final dividend of 1.1p per share being recommended - total dividend for the year 1.8p per share - up 50.0% • First external development fund launched - 10 schemes in joint ventures with a total end value of £256 million • at.home Nationwide residential portfolio purchased in partnership for £272.6 million - areas identified for improved performance within the portfolio • Series of financial development joint ventures formed providing greatly enhanced returns on equity • Housebuilding subsidiary created with highly experienced management - landbank capable of developing at least 1,200 units • Total completed value of commercial development and investment programme is £1.072 billion (2005: £820 million) • Increased fee income to £2.3 million (2005: £1.3 million), largely generated from development management fees from joint ventures and the new development fund • Financial results demonstrate excellent year for the group - current trading continuing trend Chairman's Statement In 1986 I formed Terrace Hill as a small property company in central London. Now in our 20th year of successful trading, I am pleased to announce another set of excellent results for the year to 31 October 2006. Our adjusted diluted net asset value (ADNAV) has increased by an exceptional 62.8% to 89.0p per share (2005: 54.6p per share) in the year showing impressive returns on shareholders' capital employed in the business. The triple net asset value (TNAV), which is calculated by deducting from ADNAV the deferred tax on the revaluation of the investment properties and contingent tax liability on the gains from trading properties, has increased by 50.9% to 73.6p per share (2005: 48.8p per share). This significantly exceeded our target of growing the value of the business by 20-25% per annum. Our average growth in TNAV since 2003 has been 27.2% per annum. Profits before tax are £4.7 million (2005: £4.2 million). It is the nature of our business that accounting profits vary from year to year depending on the timing of disposals and for this reason we focus on the growth of our ADNAV as a more appropriate reflection of the performance of the company. These excellent results enable the continuation of our progressive dividend policy and the board is recommending a final dividend of 1.1p per share to be paid on 30 March 2007. Taken with the interim dividend of 0.7p per share paid in August 2006 the total dividend in respect of the year to 31 October 2006 will be 1.8p per share, an increase of 50.0% over last year's figure. We intend to maintain a progressive dividend policy. Our total shareholder return (TSR) for the year was 95.0%, and on an internal rate of return (IRR) basis the TSR since October 2002 has been 57.7% per annum. TSR is the growth in the ordinary share price as quoted on the London Stock Exchange plus dividends received for the period expressed as a percentage of the share price at the beginning of the period. We remain focused on UK property development and investment with a strong regional presence, through our four offices, exploiting opportunities that arise in local markets. Using our detailed and in depth local knowledge we create value by a combination of our development skills, efficient and flexible financing and vigorous asset management. Above all we apply extreme care and attention to detail at every level of our business with skilled management and exceptional teamwork, acting nimbly to allocate and reallocate capital across sectors and types of property. A selection of operational highlights for the year include the launch of our first external development fund, the purchase of the at.home Nationwide residential portfolio, in partnership, for just over £272.6 million and the formation of a series of financial development joint ventures providing greatly enhanced returns on equity. This is in addition to the ongoing success of our core commercial development programme where significant progress has been made in terms of new lettings, sales of mature assets and the acquisition of new sites. The total completed value of our current commercial development and investment programme is £1.072 billion (2005: £820 million). The underlying strength of the UK property market appears to remain robust. In the commercial market we foresee some levelling off of investment yields but further growth in rental values in selected sectors and locations, particularly offices. The market's anticipated reduction in total returns from commercial investment property, as a result of lower capital growth, has encouraged a number of investors to seek out the higher returns achievable from commercial development. These investors do not possess the requisite development skills to carry out projects on their own and look to form joint ventures with partners who have a proven track record in carrying out successful developments. This has increased the appetite for joint venture development opportunities and has allowed us to command increasingly attractive financial returns from our partnerships. In the residential market, most commentators are predicting further growth during the year ahead. Within our fledgling Scottish housebuilding business, we now have a full management team employed in a wholly-owned subsidiary. We continue to acquire sites judiciously and to complement the existing landbank, which now has the capacity for over 1,200 units. It had previously been our intention to demerge this business as a separate AIM listed company early in 2007. However, we now believe more value will accrue to shareholders by delaying the demerger and growing the business further within Terrace Hill. We intend to continue to add to the landbank and build a strong trading track record, both of which will undoubtedly increase the value on the demerger of the business. It has been our stated aim to increase our fee income. In the year to October 2006 this amounted to £2.3 million (2005: £1.3 million) and has largely been generated from development management fees from our joint ventures and the new development fund. These are paid during the development process, independent of the financial performance of the project. We expect this income to grow significantly through 2007 and beyond as our commercial development programme expands and we increase our joint venture opportunities. The most important factor in our success is the dedication, professionalism and entrepreneurial flair of our personnel and during the year we introduced a Long Term Incentive Plan (LTIP) to provide further incentive to management. We continue to strengthen our team, and we are pleased to welcome Nicky Wilden as our new corporate Finance Director, who comes with an enviable track record of corporate and structured finance in the property sector. We have great confidence in our continuing ability to deliver enhanced returns to our shareholders. Robert F M Adair Chairman 21 February 2007 Review of operations Business model Our business model is based on utilising the local knowledge of our regional offices to exploit opportunities arising in local markets across the UK. This regional strength coupled with astute financial structures helps us keep ahead of our competitors and generate above average risk weighted returns for our shareholders. Commercial development The geographic diversification provided to us by our regional offices, along with sector selection, is important. We have a total current and pending commercial development programme of £1.053 billion, by end value. Of this £915.7 million (86.9%) is in the office sector which is currently showing the highest rates of rental growth and occupier demand of all the sectors. Our exposure to retail development, totalling £91.5 million (8.7%), is virtually all in the retail warehouse sector where work does not commence until schemes are substantially pre-let. In the industrial and distribution sectors (£46.2 million, 4.4%), we aim to operate in regions where there is strong supply/demand imbalance sustaining values, for example in the South East for industrial and West Midlands for distribution. The outlook for commercial development remains strong with good occupier demand in selected sectors. Of the developments on site at our year end, 40.2% by value was pre-let or under offer to occupiers. We carry out most of our developments in joint ventures where our returns are enhanced through performance related profit shares and also development management fees, which are independent of the financial performance of the developments. An example of this is the Terrace Hill Development Partnership (THDP) which closed in April 2006. We expect our internal rate of return (IRR) to be in the region of 153% per annum from this fund, including development management fees in excess of £1 million. At the year end we held ten schemes in joint ventures with a total end value of £256 million. I set out below a selection of some of the achievements during the year in our commercial development programme. • Temple Circus, Bristol was successfully completed. This 90,000 sq ft city centre office headquarters had been pre-sold to Stonemartin PLC for £25.8 million. • Time Central, the 83,000 sq ft office development at Gallowgate in Newcastle city centre, was fully pre-let a year ahead of completion with lettings to regional law firm Robert Muckle LLP and stockbrokers Brewin Dolphin. Since the year end, this development has been forward sold to clients of F & C for £32.5 million (4.52% net initial yield). We believe this is a record yield for a Newcastle office investment. • At Baltic Business Quarter, Gateshead, we started the construction of a new turnkey facility for Gateshead College which will comprise 180,000 sq ft of new education facility at a cost of £25.0 million. • New retail warehouse developments commenced at Blyth and Galashiels following substantial pre-letting of both schemes with bulky goods and open A1 planning consents respectively. They have both been forward sold and funded by Morley for a total of £27.8 million at net initial yields of 5.15% and 4.75%. • Cyprium, our two phase 70,000 sq ft office development at Swansea Waterfront was completed and fully let to the Welsh Development Agency who subsequently sub-let the scheme to Admiral Insurance Plc. The investment was sold to a private investor for £16.7 million reflecting a yield of 4.89%. • Construction has progressed well at 129 Wilton Road in Victoria, where occupational demand in the office sector has seen rents move ahead rapidly. This rental growth, combined with significant yield compression since we purchased the site, points towards returns far exceeding our original expectations from the development. Since the year end all 32 affordable and private residential units have been forward sold. • At Vanwall Business Park, Maidenhead we completed the purchase of an office development site from Abbott Laboratories, having previously submitted a planning application almost doubling the amount of built space on the site. The site has been transferred into a joint venture which allows us to receive the benefit of a substantial profit from the increased value of the site following the receipt of planning. We have a 20% equity interest in the joint venture in a development agreement which allows us to earn at least 50% of the development profits as well as development management fees. Planning has been obtained since the year end. • At Pinewood, Wokingham a planning application was submitted for a 200,000 sq ft office headquarters for Johnson & Johnson Medical UK which we will develop on a turnkey basis. Since the year end planning consent has been obtained which, under the development arrangements, will allow us to crystallise a profit from the enhanced site value as well as earn development management fees. • At Kean House in Covent Garden, we commenced refurbishment of a 24,600 sq ft office building with ground floor retail. The scheme will have a completed value of approximately £20.8 million and is due for completion in Summer 2007. Tenant demand for mid town offices is strengthening as a result of shortages of available space in the core West End market. • The group has purchased an option to acquire a prominent office development site overlooking the river Thames at Hammersmith. Located close to Hammersmith Bridge, the site has potential to accommodate a new office building of 110,000 sq ft with retail units fronting a new riverside walkway. We expect construction to commence in 2008 and the scheme will have a completed value of around £63.7 million. • Other notable transactions include the sale of industrial units in Tunbridge Wells, Crawley, Eastbourne, Farnborough and Thanet totalling £20.4 million, obtaining outline planning for 85,500 sq ft of retail at Bishop Auckland, the sale of a mixed-use residential and retail scheme in Hull, the completion of Stockton Riverside College Phase 2 and the sale of an office refurbishment in Watford for £7.0 million. Since the year end we have: • Acquired, in joint venture, House of Fraser's office headquarters in Victoria, London with a view to redeveloping the site for new offices and residential units with a prospective end value of £180 million. • Acquired a 16.5 acre mixed-use and retail warehouse site in Middlesbrough with an existing planning consent for 63,000 sq ft which we believe we can expand to over 90,000 sq ft. • At our site at George Street, Croydon we have submitted a planning application for a 204,000 sq ft office scheme where we expect to start construction in late 2007. • We have been appointed preferred developer by Persimmon Homes to develop an 80 acre business park, to be known as Weston Park, on the old Weston airfield close to Junction 21 of the M5. The development will comprise around one million sq ft of commercial space and associated leisure and hotel facilities. • Acquired Canningford House a multi-let city centre office building in Victoria Street, Bristol. We are making good progress in assembling a landbank of sites in various stages of the site assembly, planning and development process which will provide a long term development pipeline and sustain future returns to shareholders. We continue to explore new geographic areas for business growth and are optimistic of securing substantial opportunities in the North West during 2007. Commercial fund management In April, we closed on our first external fund launch, the Terrace Hill Development Partnership (THDP). The fund was seeded with seven development sites with an aggregate sales value of over £90 million and allows investors access to Terrace Hill's diversified commercial development programme, including offices, retail, industrial and trade counter schemes across the UK. The fund develops schemes with completed development values of between £5 million - £20 million and has a four year investment period. Terrace Hill has provided 20% of the equity in the fund and expect to receive over 40% of the development profit as well as development management fees in excess of £1 million. Residential fund management In July we substantially completed the acquisition of the at.home Nationwide portfolio in a partnership with the group holding a 49% interest. Of the other 51%, 49% is held by the Skye Investments group and 2% by our Chairman, Robert Adair. Skye Investments Limited is a company ultimately owned by family trusts, for the benefit of Robert Adair and family. The portfolio consists, in total, of 2,253 units throughout England and Scotland, principally let on assured shorthold tenancies, and the agreed purchase price was £272.6 million. The value of the transferred properties at the year end was £307.0 million and a small number of properties remain to be transferred once specific conveyancing issues are resolved. The portfolio was historically managed in-house by a subsidiary of Nationwide. The property management business (including staff) was transferred to Allsop Residential Investment Management who continue to carry out the day to day management and letting of the properties under a new subsidiary, trading as UK Home Lets (www.ahn.co.uk). We have identified several areas for improving the performance of the portfolio, including reducing voids and maintenance costs and increasing rental levels. We are actively managing the portfolio and are currently in the process of disposing of some non-core properties. We are also investigating whether it would be beneficial for Terrace Hill to transfer the majority of the portfolio into a residential investment fund. Our remaining core portfolio of 330 units was valued at the year end at £37.2 million and sales of selected stock are ongoing. The high quality of our residential investments and the low average value (£140,500 per unit) gives us confidence that they are less susceptible to house price volatility than poorer located or higher unit value stock. We foresee reasonable increases in the value of the portfolio over the coming year. Housebuilding and land development We have created a wholly owned housebuilding subsidiary with its own highly experienced management to carry forward our housebuilding and land development business in Scotland. During the course of the year we have acquired new sites at Patna (Ayrshire) and Ayr town centre and we now have a landbank capable of developing at least 1,200 units (or 200 units per year from 2008 onwards). The housebuilding strategy is principally to acquire brownfield sites which will show a good uplift in value on planning and create large and sustainable margins. The focus is predominantly in the West of Scotland in areas where there is good potential for growth. The strategy is to exploit opportunities as they arise but generally to avoid high value apartment developments in Glasgow and Edinburgh and to aim at the middle family market. Our aim is to achieve a turnover of 500 units per year within a five to six year period. Corporate social responsibility As a leading property investment and development company involved in the acquisition, development and management of commercial and residential properties, the board recognises that our business activities have both a direct and indirect impact on the communities, environment and economies within which we operate. Our policy is implemented through an internal management system that supports targeting and achieving continuous improvements in our environmental performance. Environmental policy The group is committed to maintaining high environmental standards in all its operations and to minimise the impact of its activities on the surrounding environment. The nature of the work that Terrace Hill is involved in, means that the group has an opportunity, not only to minimise the negative impact on the environment, but also to enhance and improve the environment in which we all live and work. The group's policy is to minimise the risk of any adverse affect on the environment associated with its development activities, through the thoughtful consideration of such key areas of focus as energy use, pollution, transport, land use, ecology, renewable resources, health and wellbeing. Terrace Hill also aims to ensure that its contractors meet with their legislative and regulatory requirements and that codes of best practice are met and exceeded. The group's London office has recently had a review of its work practices from an environmental perspective. The action points from this, which are being progressed, include waste and paper recycling, as well as encouraging a green transport policy. Notable examples of where our practices reflect our environmental aims include: the use of a ground source heat pump system for heating and cooling at our office scheme in Victoria where we are seeking to achieve 10% renewable energy; improving energy saving by increasing rooflight coverage from 10% to 15% at our high bay warehouse at Redditch; and the development of a new M&S Simply Food ' green' store at our Galashiels retail warehouse park which will be their first carbon neutral store. Local community We actively promote public realm art in the community. We have recently commissioned sculptures at Middlehaven in the North East and at Temple Circus in Bristol. Philip Leech Group Managing Director 21 February 2007 Financial review Basis of accounting The key 2006 figures are summarised in the highlights. These have been prepared under UK financial reporting standards (UK GAAP). This will be the last year that the group's results will be prepared on this basis. All AIM listed companies will be required to adopt International Financial Reporting Standards (IFRS) for periods commencing on or after 1 January 2007. However, we have decided to adopt IFRS a year earlier than required and will present our results for the year ending 31 October 2007 under these regulations. The Balance Sheet at 31 October 2005 has been restated to reflect the accounting treatment of dividends paid by FRS 21 Events after the Balance Sheet Date. This requires the final dividend to be accounted for in the year in which it is actually declared rather than accrued as a liability at the year end. International Financial Reporting Standards The application of IFRS will not affect the economic value of the business but it will lead to differences in the level of profits and net assets reported. The principal adjustments to convert UK GAAP to IFRS are: • Valuation surpluses or deficits on investment properties during the year will be reported in the Income Statement rather than as a movement in the revaluation reserve. • The capital gains tax that would be payable if the investment properties were sold at their current Balance Sheet valuation will be included in the Balance Sheet as a deferred tax liability. Previously this has been disclosed only as a note to the accounts. • Lease incentives granted to tenants will be amortised over the longer period to lease expiry rather than to the next rent review. Whilst it is believed these figures will be our comparative results in our report for next year, the interpretation of IFRS continues to evolve and this may lead to changes when the 2007 figures are published. Adjusted diluted net asset value (ADNAV) In line with many publicly quoted property companies we have chosen to highlight ADNAV as the principal measure of the group's performance, publishing this figure for the current and the previous year. The following adjustments are made to the audited net asset value in arriving at our ADNAV: (1) Property revaluation: properties and rights to properties held as current assets are revalued from cost (or realisable value if less) to market value. The valuation has been performed by relevant directors qualified as chartered surveyors based on advice from CB Richard Ellis and takes account of development costs to complete and whether or not the property has been let and/or sold. (2) Share dilution: the nominal value of shares to be issued under the employee long term incentive plan is added to net assets. We also include a Triple Net Asset Value (TNAV) figure in our Annual Report. The following adjustments are made to ADNAV in arriving at our TNAV: (3) Taxation: the amount of taxation which would be payable were all of the group's properties to be sold at the value used for the ADNAV calculation has been deducted. This includes deferred tax that would be payable on the sale of investment properties and additional taxation estimated to be payable on realisation of the uplift of trading properties to market value. (4) Goodwill: positive and negative goodwill is excluded. Profit and Loss Account Turnover in the period including our share of joint ventures was £80.6 million (2005: £28.1 million) an increase of 186%. Group operating profit at £7.8 million is up from £3.9 million in 2005, an increase of 100%. The operating profit margins for this year and 2005 were 9.7% and 14.7% respectively. The profit margin for the year has been reduced by the acquisition of a property in Maidenhead and its simultaneous sale at cost (£9.3 million). Additional consideration of £8.5 million has been earned since the year end following the receipt of planning and will be reflected in next year's profit. Our investment in associated undertakings produced a loss for the year. This is primarily due to our investment in Terrace Hill Residential PLC the company that acquired the at.home Nationwide residential portfolio. Our share of the company is 49% and that contributed £0.8 million of the £0.9 million loss shown on the Profit and Loss Account. In our Statement of Recognised Gains and Losses we have included our share of the unrealised surplus arising from the revaluation of the portfolio amounting to £21.9 million. The other significant difference between profit in 2006 and 2005 is the profit on sale of investment properties which was £0.2 million in 2006 compared with £3.5 million for 2005. Profit before tax for the period was £4.7 million (2005: £4.2 million) an increase of 12%. Balance Sheet Total group assets were £216.7 million (2005: £173.4 million) an increase of 25.0%. The net assets at the end of the year after deducting minority interests were £107 million (2005: £78 million) an increase of 37.2%. Of significance is the move away from 100% ownership of our properties whether trading or investment. Through our investment in the Terrace Hill Development Partnership and other funds, all accounted for as associates, we participate in development schemes with an end value of £256 million while our equity is limited to £9.1 million. The single most significant transaction affecting the Balance Sheet was our share of the acquisition of the at.home Nationwide residential investment portfolio. Our share of the acquisition was 49% and that contributed to an increase in investment in associates and revaluation reserve at the year end of £21.9 million. Gearing Bank debt at the year end was £70.4 million (2005: £66 million) net of cash of £8.6 million (2005: £12 million). This represented 66% of equity (2005: 86.5%). Of this 60.8% (2005: 49.7%) was with limited or no recourse to the parent company. The bank debt primarily relates to the group's development assets which are generally held for relatively short periods, hence the group is not exposed to medium or longer term movements in interest rates. Interest rate hedging is in place for much of the debt used to finance the acquisition of the at.home Nationwide residential investment portfolio. The group had £28 million of undrawn bank facilities at the year end. Dividends Dividends paid in the year being the final dividend of 0.7p for 2005 and the interim dividend of 0.7p for 2006 amounted to 1.4p per share (2005: 1.2p restated) and in accordance with FRS 21 these have been accounted for through reserve movement rather than in the Profit and Loss Account. The board is recommending to shareholders at the Annual General Meeting on 30 March 2007 a final dividend of 1.1p per share, making a total dividend for the year of 1.8p. The final dividend will be paid on 30 March 2007 to all shareholders on the register of the company as at 16 March 2007. Earnings per share Basic earnings per share was 2.15p, up from 1.86p in 2005, an increase of 15.6%. Diluted earnings per share was 2.11p, also up from 1.86p in 2005, an increase of 13.4%. Total Shareholder Return (TSR) The table below shows the TSR to the shareholders since 31 October 2002. On an internal rate of return (IRR) basis the TSR since October 2002 was 57.7% per annum while the total TSR since that date is 504%. Overall our financial results demonstrate an excellent year for the group with significant growth in the key performance measures of ADNAV and TSR. Tom Walsh Group Finance Director 21 February 2007 Calculation of ADNAV and TNAV (unaudited) Number 31.10.2006 31.10.2005 Number of 31.10.2005 31.10.2006 of shares pence per restated shares pence per Notes £'000 000s share £'000 000s share Audited net asset value 106,651 187,219 57.0 77,646 187,219 41.5 Shares to be issued under the LTIP 2 57 2,836 - - Revaluation of property held as 1 62,401 190,055 32.8 24,655 187,219 13.2 current assets Adjusted diluted net asset value 169,109 190,055 89.0 102,301 187,219 54.6 % increase 62.8% Estimated taxation on revaluation 3 (25,993) 190,055 (13.7) (7,718) 187,219 (4.1) of current assets, unrealised gains and availability of tax losses Goodwill 4 (3,284) 190,055 (1.7) (3,287) 187,219 (1.7) Diluted TNAV 139,842 190,055 73.6 91,295 187,219 48.8 % increase 50.9% Total shareholder return 2006 2005 2004 2003 Share price at end of the year 80.00p 41.75p 32.50p 25.50p Share price at start of the year 41.75p 32.50p 25.50p 13.75p Movement 38.25p 9.25p 7.00p 11.75p Dividend per share 1.40p 1.00p .45p .26p Total return 39.65p 10.25p 7.45p 12.01p % return 95.0% 31.5% 29.2% 87.4% Group profit and loss account for the year ended 31 October 2006 Year ended Year ended 31 October 31 October 2006 2005 £'000 £'000 Turnover Group and share of joint venture 80,562 28,119 Less: share of joint venture 69 1,269 Group turnover: continuing operations 80,493 26,850 Group operating profit Continuing operations 7,844 3,966 Share of joint venture operating (loss)/profit (85) 202 Share of associated undertakings operating (loss) (902) - 6,857 4,168 Gain/(loss) on disposal of fixed asset investments 126 (1) Amounts written off other investments (2) (12) Net gain on disposal of investment properties 195 3,495 Gain/(loss) on liquidation/disposal of subsidiaries 575 (108) Income from other fixed asset investments 193 15 Interest receivable 386 637 Interest payable (3,605) (3,957) Profit on ordinary activities before taxation 4,725 4,237 Taxation (charge) (711) (763) Profit on ordinary activities after tax 4,014 3,474 Minority interest 2 4 Profit for the financial year 4,016 3,478 Basic earnings per share 2.145p 1.864p Diluted earning per share 2.113p 1.864p All amounts relate to continuing operations. Group balance sheet at 31 October 2006 31 October 31 October 2005 2006 restated £'000 £'000 Fixed assets Intangible assets Positive goodwill 4,149 4,465 Negative goodwill (865) (1,178) 3,284 3,287 Tangible assets 57,003 52,958 60,287 56,245 Investments Joint venture - share of gross assets 5,260 4,958 Joint venture - share of gross liabilities (5,240) (4,802) 20 156 Investment in associated undertakings 23,893 - Other fixed asset investments 1,409 2,599 25,322 2,755 85,609 59,000 Current assets Work in progress 75,693 89,162 Debtors 46,828 13,207 Cash at bank and in hand 8,591 12,052 131,112 114,421 Creditors: amounts falling due within one year (49,759) (28,667) Net current assets 81,353 85,754 Total assets less current liabilities 166,962 144,754 Creditors: amounts falling due after more than one year (59,997) (66,758) Net assets 106,965 77,996 Capital and reserves Called up share capital 3,744 3,744 Share premium account 19,369 19,369 Revaluation reserves - investment properties 19,442 17,268 Revaluation reserves - other 22,996 23 Capital redemption reserve 849 849 Merger reserve 8,386 8,386 Profit and Loss Account 31,865 28,007 Equity shareholders' funds 106,651 77,646 Minority interests 314 350 106,965 77,996 Approved by the board and authorised for issue on 21 February 2007. Notes 1. The financial information set out in this announcement does not constitute the company's statutory financial statements for the years ended 31 October 2006 and 31 October 2005. 2. The financial information is extracted from the financial statements of the group for the year ended 31 October 2006 which were approved by the board of directors on 21 February 2007. 3. Earnings per ordinary share The calculation of basic earnings per ordinary share is based on a profit of £4,015,650 (2005 profit: £3,477,834) and on 187,218,824 (2005: 186,576,536) ordinary shares, being the weighted average number of shares in issue during the period. The calculation of diluted earnings per ordinary share is based on a profit of £4,015,650 (2005 profit: £3,477,834) and on 190,055,289 (2005: 186,577,536) ordinary shares, being the weighted average number of shares in issue during the period adjusted to allow for the issue of shares in relation to all performance related share awards. 4. Copies of this announcement are available, free of charge, for a period of one month from Noble & Company Limited, 120 Old Broad Street, London EC2N 1AR. Copies of the full financial statements will be posted to shareholders as soon as possible. Contacts: Philip Leech, Terrace Hill Group PLC, 020 7631 1666 Alasdair Robinson, Noble & Company Limited, 0131 225 9677 Isabel Crossley, St Brides Media & Finance, 020 7242 4477 This information is provided by RNS The company news service from the London Stock Exchange

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