Preliminary Results

Electra Investment Trust PLC 16 November 2004 EMBARGOED UNTIL 07:00 AM, 16 NOVEMBER 2004 ELECTRA INVESTMENT TRUST PLC Preliminary Results for Year ended 30 September 2004 • Net asset value of 913p per share at 30 September 2004 (30 September 2003: 760p per share + 20% over year) • Share price outperformance relative to FTSE All-Share Index (Electra + 25.3% versus Index + 12% over year to 30 September 2004) • Realisation proceeds of £415 million, including accrued income (average of last two years, £95 million) • £148 million of capital returned to shareholders in year through Tender Offer and on market buy-backs (£1,093 million returned to shareholders since March 1999) • £18 million net cash surplus at 30 September 2004 (30 September 2003: net debt position of £187 million) • Unaudited net asset value per share at 31 October 2004 of 914.50p Commenting on the results, Sir Brian Williamson, Chairman of Electra Investment Trust, said: 'Electra made very significant progress during the year, achieving strong net asset value growth, share price performance, substantial realisations of investments and further returns of capital to shareholders. Electra is well positioned both to successfully realise and selectively make profitable new investments within the constraints of its current investment strategy. The Board is confident that this policy will continue to create shareholder value.' For further information: Sir Brian Williamson, Chairman, Electra Investment Trust PLC 020 7831 6464 Hugh Mumford, Chief Executive, Electra Partners Limited 020 7831 6464 Nick Miles, M: Communications Limited 020 7153 1535 Net Asset Value 30 September 2004 30 September 2003 31 October 2004 Per Share ---------------------- ----------- ----------- ----------- Net asset value per share 912.86p 759.60p 914.50p Increase since 30 September 2003 20.2% Increase since 31 March 2004 8.3% Increase in FTSE All-Share Index since 30 September 2003 12.0% The unaudited net asset value per share at 31 October 2004 was calculated on the basis of the net asset value at 30 September 2004 adjusted to reflect the purchases and sales of investments, currency movements and mid market values on that day in respect of listed investments and unlisted investments where these are valued by reference to quoted prices. A copy of the Chairman's Statement, Investment Manager's Review and the Preliminary Announcement are attached. Note to Editors: Electra - Background to Recent Changes Since listing in 1976, Electra has specialised in investing in the private equity market and, through the adoption of a flexible investment policy, has achieved returns substantially in excess of the FTSE All-Share Index over the last ten years. As an investment trust, Electra has a number of advantages over limited partnership funds which invest in private equity. Between 1976 and 2004 Electra invested over £3,000 million in private equity investments. Inclusive of a capital injection of £32 million, Electra's assets grew from £58 million in February 1976 to £1,145 million by 30 September 1998, the financial year end immediately preceding the hostile takeover bid for Electra in 1999. This bid failed when shareholders voted in favour of a scheme which involved the controlled realisation of the portfolio over a five year period under which new investment was restricted to existing portfolio companies. Since the start of the realisation programme in March 1999, Electra has returned £1,093 million to shareholders leaving a residual portfolio valued at £578 million at 30 September 2004. This compares with the stock market value of Electra of £975 million immediately before the announcement of the takeover bid. Over the five and a half years to 30 September 2004, £489 million has been invested in portfolio companies and £1,700 million has been realised from the portfolio. Shareholders approved proposals in June 2001 which retained the emphasis on realising the investment portfolio but made provision for Electra to continue as an investment vehicle. In June 2004, the Board, with input from its advisers and Electra Partners, reviewed Electra's investment strategy and concluded that, in the short term, it should continue unchanged from the investment strategy approved by shareholders in June 2001. Also in June 2004, the Board announced a Tender Offer of £100 million which was completed in July 2004 and which was followed by on-market share buy-backs completed in August and September 2004 for £48 million in total. CHAIRMAN'S STATEMENT Year to 30 September 2004 Electra made very significant progress during the year to 30 September 2004, achieving strong net asset value growth, share price performance, substantial realisations of investments and further returns of capital to shareholders. The net asset value per share was 913p at 30 September 2004, an increase of 20% over the financial year. Proceeds from the realisation of investments enabled returns of capital of £148 million to be made during the year and by 30 September 2004 cash and floating rate notes exceeded bank debt by £18 million compared with a net debt position of £187 million at the start of the financial year. Electra's share price was up 25.3% over the financial year by comparison with the FTSE All-Share Index which increased 12% over the same period. Returns of Capital to Shareholders The Tender Offer of £100 million was completed in July at a price of 816p per share and this was followed by on-market share buy-backs completed in August and September for £48 million in total at prices in the range of 760p to 792p per share. Taken together with the three earlier Tender Offers and purchases of shares for cancellation, a total of £1,093 million has been returned to shareholders since March 1999, of which £300 million or 27% was from realisations since June 2001 when shareholders approved the current investment strategy. The number of shares in issue has reduced by 73% from 173.1 million in issue at 31 March 1999 to 46.7 million at 30 September 2004. Portfolio During the year the climate for realisations improved significantly enabling the three largest investments in Baxi, Vendcrown and Safety-Kleen Europe to be successfully realised. Inclusive of accrued income, realisation proceeds for the year totalled £415 million, significantly higher than the disposals achieved over the previous two financial years which amounted to £191 million in total. Excluding the purchase of floating rate notes, new investments in the year totalled £48 million, compared with the previous year's total of £39 million. Full details of these are included in the Investment Manager's Review. Investment Strategy The June 2004 circular to shareholders setting out the Tender Offer proposals provided details of the investment strategy review undertaken by the Board. Following this review, with input from its advisers and Electra Partners, the Board concluded that, in the short term, Electra's strategy should remain unchanged from that approved by shareholders in June 2001 and which concentrated on realisations and capital returns. Under this strategy the realisation of the portfolio as at June 2001 will continue with at least two-thirds of future cash flow from such realisations being returned to shareholders. Subject to maintaining appropriate levels of gearing, the balance of cash flow from realisations will be available for follow-on investments and investment opportunities generated by Electra Partners. Since June 2001, Electra's investment strategy has allowed a flexible approach to investment with portfolio realisations timed to maximise value and new investments made on attractive terms. This policy will continue with investments being made in a broad spread of private equity assets in funds managed by Electra Partners and through other investment opportunities generated by Electra Partners. Further Authority to Buy-Back Shares Under the general authority granted by shareholders at the Annual General Meeting held in March 2004, Electra made on-market purchases and cancelled 6.1 million shares during the year. The Company has the ability to buy back and cancel up to a further 3.7 million shares during the remaining term of this authority. As indicated to shareholders in the June 2004 circular, the Board expects that future returns of capital will be executed primarily by way of active on-market buy-backs of Electra shares. Accordingly, the Directors will seek to renew the general authority to undertake on-market purchases of Electra shares at the Annual General Meeting to be held on 9 February 2005. Corporate Governance During the last year the Board has considered the implications of the new Combined Code on Corporate Governance (the 'new Code') and has instituted procedures to ensure that the Company will be compliant with the new Code for the accounting year commencing 1 October 2004. The Board has particularly considered the question of the independence of each Director in the light of the new Code's provisions on that subject. Since March 1999, when shareholders approved the 1999 Tender Offer, the Directors have pursued a programme of maximising returns to shareholders in accordance with the strategy formulated by the Board and approved by shareholders. This strategy and its implementation has benefited from the Directors' experience of Electra's private equity investments as did the investment strategy review undertaken in 2004. Continued review of Electra's investment strategy remains an important topic for Directors and is undertaken by the Board which mainly comprises those Directors who have been involved in the realisation process from the outset. I, together with my board colleagues, strongly believe that each of the Directors who made a commitment to shareholders in March 1999 continues to be wholly independent notwithstanding length of service on the Board and, in the case of Lord King, the family relationship with a senior executive of Electra Partners, the Company's investment manager. Independence is a state of mind and the character and judgement which accompany this are distinct from the period of time served by each Director on the Board. The presumption that independence is compromised by length of service or family relationships is, in my opinion, and at least for the Board of Electra, a false one. Performance Review of Directors During the year and in recognition of the new Code requirements relating to performance appraisals of Directors, the Chairman carried out an appraisal of each of the Directors. Additionally, the Board, under the leadership of the Senior Independent Director, appraised the Chairman. Discussions on the appraisal process have been held by the Chairman and the Senior Independent Director with Hanson Green, who specialise in the recruitment of independent non-executive directors, so that this process will be reviewed externally for the year ending 30 September 2005. Re-election of Directors At the Annual General Meeting to be held in February 2005, all Directors of the Company with the exception of Mr Walton, will retire and offer themselves for re-election pursuant either to the requirements of the new Code or the Articles of Association. I can confirm that as a result of the performance appraisals detailed above, the performance of each of the Directors retiring and offering himself for re-election continues to be effective and that each of them continues to show commitment to his role. Outlook Although significant amounts have been invested in private equity through limited partnership funds over recent years the vast majority of these vehicles are not available for the smaller institutional or private investor. The Board believes that there is an increased acceptance of its long held view that there is a role for investment vehicles such as Electra which provide cost-effective and liquid access to private equity. However this is a specialised area and to be successful requires experience and expertise. The success of the past year has demonstrated the value of an independent and experienced Board, working with an expert investment management team which over many years has correctly judged the private equity investment market. I am grateful to my Board colleagues, who have implemented the strategies approved by shareholders in 1999 and 2001 and to Electra Partners, who had the task of satisfying the Board and shareholders that patience in realising investments would result in superior rewards. Electra's ability to time realisations to maximise shareholder value has been demonstrably successful over the last five years and although the environment for realisations continues to be favourable, the timing of future sales may become less predictable as the portfolio reduces in size and an increasing proportion of the portfolio comprises longer term assets. The Board believes that Electra, using Electra Partners' deal flow and investment management skills, is well positioned both to successfully realise and selectively make profitable new investments within the constraints of its current investment strategy. The Board is confident that this policy will continue to create shareholder value. Sir Brian Williamson 15 November 2004 INVESTMENT MANAGER'S REVIEW Equity Portfolio Analysis Summary of Changes to Overall Equity Portfolio ------------------ ------------------- ------------------ Year ended 30 September 2004 2003 £'000 £'000 ------------------ -------------------- ------------------ Opening Valuation 679,611 691,727 Investments 48,361 39,182 Realisations (392,405) (53,803) Change in valuation 77,521 2,505 Closing valuation* 413,088 679,611 ------------------ ------------------ ------------------ *The above valuations at 30 September exclude accrued income (2004: £15,773,000; 2003: £31,619,000 and investments in floating rate notes (2004: £164,997,000; 2003: £Nil). In the year to 30 September 2004, Electra's net asset value per share increased from 760p per share to 913p per share, an increase of 20.2%. This strong performance resulted primarily from an active realisation programme leading to a high level of realised gains. Over the period, the investment portfolio showed a reduction in size from £679 million to £413 million as a result of a net disinvestment from the portfolio of £344 million offset by net gains of £78 million. New investments in the year amounted to £48 million compared to £39 million in the previous year. This amount excludes £165 million in floating rate notes which were purchased during the year to facilitate currency hedging and other treasury operations. The level of new investment continued to be restricted by the investment strategy currently in place. The year was highly successful in terms of realisations from the portfolio. In total, these amounted to £392 million, equivalent to almost 58% of the value of the portfolio at the beginning of the year. In addition £23 million of previously accrued income was received during the year. In aggregate, these realisations were made at a premium of 43% over book value at the beginning of the year. At 30 September 2004, Electra's investment portfolio comprised direct investments in 70 companies with a value of £352 million, together with investments in 27 private equity funds with a value of £61 million. Of the direct portfolio, investments with a value of £74 million were quoted on a recognised stock exchange but subject to restrictions on sale. The ten largest investments accounted for 54% of the total investment portfolio. Geographically, 78% of the total portfolio is in the UK and Europe, 13% in the USA, 7% in Asia and 2% in South America. Current Operations and Outlook The year has seen a significant change in Electra's portfolio and financial position. Cash generated from realisations from the investment portfolio was utilised to repay debt, provide funding for a Tender Offer of £100 million and provide funding for £48 million of further on-market share buy-backs. At the end of the year, Electra's investment portfolio contained a significant proportion of larger, mature investments, a number of smaller investments with turnaround potential and several new investments with good upside potential. While realisations in the year ahead will not match the levels of the 2004 financial year, we anticipate that realisations will continue to occur at a reasonable level provided that market conditions continue to be favourable. However the timing of future sales may become less predictable as the portfolio reduces in size and an increasing proportion of the portfolio comprises longer term assets. Meanwhile, good opportunities remain to add value to existing portfolio companies and to add new investments to the portfolio as cash flow becomes available. PORTFOLIO REVIEW New Investments Under Electra's current investment policy, two thirds of cash realised from the portfolio existing at June 2001 is to be returned to shareholders. The remaining balance of cash realised is available for follow-on and new investments and investments in funds managed by Electra Partners. Up to the end of the 2004 financial year, demand for reinvestment in portfolio companies has meant that limited funds have been available for new investments. As the portfolio declines in size this demand will reduce allowing more funds to become available for adding new investments to the portfolio. During the year Electra invested £48 million in new investments, an increase over the prior year. In March 2004, Electra invested £14.9 million in Baxi Holdings in order to preserve an exposure to this business and take advantage of the future upside potential. A similar new investment of £8.8 million was made in Leiner Health Products in the USA, where prospects are believed to be excellent. Both these new investments have so far made encouraging progress. A third significant investment was made in FibroThetford for £9.3 million where Electra purchased subordinated debt and an equity interest in the Biomass power plant in which Energy Power Resources, another of Electra's investments, has a joint venture interest. The subordinated debt was purchased at a significant discount to face value. In addition to the above new investments, £9.3 million was drawn down under commitments to private equity funds. Realisations Realisations from the portfolio during the year amounted to £392 million. In addition to this, £23 million was received in the form of accrued income, principally on the sale of Baxi. This realisation programme represented a very significant achievement and the patience exercised during the previous two years, when market conditions were unfavourable, has been more than justified. The success of these realisations was due to an effective marketing programme combined with improved market conditions. Overall, realisations were made at a level 43% higher than book value at the beginning of the year. Five of the top ten investments were sold for £333.6 million, giving rise to £96 million of realised gains. Largest Realisations ------------------ ------------------------------ ------------------------- Company Valuation at 30 September 2003 Proceeds from Disposal £'m £'m ------------------ ------------------------------ ------------------------- Safety-Kleen Europe * 49.2 +103.2 Baxi ** 83.2 ++99.1 Vendcrown 57.0 72.2 Leiner Health Products 31.4 39.5 Gower 17.1 19.6 ------------------ ------------------ --------------- 237.9 333.6 ------------------ ------------------ --------------- * Includes accrued income of £1.3 million ** Includes accrued income of £21.4 million + Includes accrued income of £1.6 million ++ Includes accrued income of £25.9 million The most significant sale was that of Safety-Kleen Europe, where Electra received proceeds of £103 million. This compared to an original investment cost of £22 million in December 1998. In the case of Baxi, Electra received £99 million including accrued interest. Electra originally invested £30 million in Newmond in 1996 and added a further £24 million in December 2000 to finance the purchase of Baxi by Newmond. The acquisition of Baxi by Newmond resulted in substantial added value. Of the proceeds, £72 million was attributable to the investment made in December 2000. Further significant disposals included Vendcrown, Leiner Health Products, Gower and William Cook. £19 million was received in the year from limited partnership interests in private equity funds and £15 million was received as a result of the repayment of loans by portfolio investments. Performance The portfolio performed consistently throughout the year and over the period recorded net appreciation of 14%. The year thus saw a welcome return to positive progress after three years of decline. Over the year the portfolio appreciated by £78 million. This appreciation included £103 million of realised gains from the sale of portfolio investments and £6 million of unrealised gains on restricted listed securities. These gains were, however, offset by currency depreciation of £13 million and a reduction in unrealised appreciation of £18 million. The majority of the current depreciation was, however, hedged through currency borrowings. While the realisation programme gave rise to a high level of realised gains there were also some significant increases in unrealised appreciation of investments remaining in the portfolio. The two most significant individual increases were those relating to the investments in Inchcape Shipping Services and Freightliner. The restructuring of Inchcape Shipping Services, completed two years ago, has allowed the business to grow strongly and the company is currently enjoying a robust operating performance. With a much improved financial position, the company was able, during the year, to redeem Electra's loan of £9.4 million and a revaluation of Electra's investment produced an increase in value of £9.5 million, a percentage increase of 36%. Freightliner also performed strongly over the year to 31 March 2004 and was revalued by £10.6 million, a percentage increase of 75%. Significant valuation increases were also recognised in respect of Capital Safety and Allflex to reflect the good progress made by those investments. Largest Valuation Increases Company £'000 % ------------------------- ---------------- --------------- Safety-Kleen Europe 53,943 113 Vendcrown 15,221 27 Baxi 11,259 18 Freightliner 10,579 75 Inchcape Shipping Services 9,462 36 Leiner Health Products 8,085 27 Largest Valuation Decreases Company £'000 % ------------------------- ---------------- --------------- Deutsche Woolworth (13,696) (100) Leisure Parcs (5,525) (100) International Garden Products (5,338) (54) A number of provisions were made against the book value of investments brought forward at the beginning of the year. This included full provision against the investments in Deutsche Woolworth and Leisure Parcs, both of which were made in the first half of the financial year. In the case of Deutsche Woolworth, the provision was made in view of the difficult trading conditions in Germany. Other provisions were made primarily against a number of older investments to reflect, in some cases, volatility in profit and, in other cases, uncertain prospects for profitable realisation. In aggregate, the provisions made against the value of investments exceeded the increases in unrealised profits by £18 million. This resulted in a reduction in the value of unlisted investments held throughout the year of 5.1%. Consolidated Statement of Total Return (incorporating the Revenue Account) For the year ended 30 September 2004 2003 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 ----------------- ------- -------- -------- ------- -------- -------- Gains/(losses) on investments: Realised - 103,102 103,102 - 4,949 4,949 Unrealised - (27,134) (27,134) - (2,585) (2,585) Gains/(losses) on revaluation of foreign currencies: Realised - 30 30 - (705) (705) Unrealised - 10,801 10,801 - 2,742 2,742 ----------------- ------- -------- -------- ------- -------- -------- - 86,799 86,799 - 4,401 4,401 Income of the investment trust 14,756 - 14,756 18,181 - 18,181 Income/(net expenses) of subsidiary undertakings 5,588 - 5,588 (327) - (327) Expenses: Priority profit share paid to general partners (9,511) - (9,511) (9,840) - (9,840) Other expenses (2,701) - (2,701) (3,346) - (3,346) Reversal of income accruals - - - (276) - (276) ----------------- ------- -------- -------- ------- -------- -------- Net Return before Finance Costs and Taxation 8,132 86,799 94,931 4,392 4,401 8,793 Interest payable and similar charges (3,965) - (3,965) (5,649) - (5,649) ----------------- ------- -------- -------- ------- -------- -------- Return on Ordinary Activities before Taxation 4,167 86,799 90,966 (1,257) 4,401 3,144 Taxation on ordinary activities - - - - - - ----------------- ------- -------- -------- ------- -------- -------- Return on Ordinary Activities after Taxation 4,167 86,799 90,966 (1,257) 4,401 3,144 Exchange differences arising on consolidation (610) (9,378) (9,988) (403) (5,573) (5,976) ----------------- ------- -------- -------- ------- -------- -------- Net Transfers to/(from) Reserves for the Year 3,557 77,421 80,978 (1,660) (1,172) (2,832) ----------------- ------- -------- -------- ------- -------- -------- Return to Shareholders per Ordinary Share 5.71p 124.22p 129.93p (2.54p) (1.80p) (4.34p) ----------------- ------- -------- -------- ------- -------- -------- The amounts dealt with in the Consolidated Statement of Total Return are all derived from continuing activities. 2004 2003 Number of Ordinary Shares in issue at 30 September 46,745,759 65,231,533 Consolidated Balance Sheet As at 30 Sept 2004 As at 30 Sept 2003 £'000 £'000 £'000 £'000 ---------------------------- ------- -------- -------- -------- Fixed Assets Investments: Unlisted 391,760 659,376 Floating rate notes 164,997 - Listed 21,328 20,235 ---------------------------- ------- -------- -------- -------- 578,085 679,611 Current Assets Debtors 25,550 36,585 Cash at bank and in hand 12,880 6,055 ---------------------------- ------- -------- -------- -------- 38,430 42,640 ---------------------------- ------- -------- -------- -------- Current Liabilities Creditors: amounts falling due within one year 12,749 6,497 ---------------------------- ------- -------- -------- -------- Net Current Assets 25,681 36,143 ---------------------------- ------- -------- -------- -------- Total Assets less Current Liabilities 603,766 715,754 Creditors: amounts falling due after more than one year 160,034 193,271 ---------------------------- ------- -------- -------- -------- 443,732 522,483 Provision for liabilities and charges 17,009 26,985 ---------------------------- ------- -------- -------- -------- Net Assets 426,723 495,498 ---------------------------- ------- -------- -------- -------- Capital & Reserves Called-up share capital 11,686 16,308 Share premium 24,147 24,147 Capital redemption reserve 31,589 26,967 Realised capital profits 567,693 538,914 Unrealised capital losses (202,672) (101,561) Revenue reserve (5,720) (9,277) ---------------------------- ------- -------- -------- -------- 415,037 479,190 ---------------------------- ------- -------- -------- -------- Total Equity Shareholders' Funds 426,723 495,498 ---------------------------- ------- -------- -------- -------- Net Asset Value per Ordinary Share 912.86p 759.60p ---------------------------- ------- -------- -------- -------- Reconciliation of Total Shareholders' Funds Year to 30 Sept Year to 30 Sept 2004 2003 £'000 £'000 -------------------------------------- --------- -------- Total Return 90,966 3,144 Exchange differences arising on consolidation (9,988) (5,976) Repurchase of own shares (145,131) - Nominal value of own shares purchased (4,622) - -------------------------------------- --------- ---------- Movements in Total Equity Shareholders' Funds (68,775) (2,832) Total Equity Shareholders' Funds at 1 October 495,498 498,330 -------------------------------------- --------- ---------- Total Equity Shareholders' Funds at 30 September 426,723 495,498 -------------------------------------- --------- ---------- Consolidated Cash Flow Statement For the year ended 30 September 2004 2003 £'000 £'000 £'000 £'000 ----------------------- -------- -------- -------- -------- Operating Activities UK dividend income 955 914 Unfranked investment income 31,405 7,762 Interest income 1,402 184 Other income 371 296 Proceeds from sale of current asset investment - 838 Expenses (12,566) (12,850) ----------------------- -------- -------- -------- -------- Net Cash Inflow/(Outflow) from Operating Activities 21,567 (2,856) ----------------------- -------- -------- -------- -------- Returns on Investments and Servicing of Finance Interest paid (3,735) (6,103) ----------------------- -------- -------- -------- -------- Net Cash Outflow from Returns on Investments and Servicing of Finance (3,735) (6,103) ----------------------- -------- -------- -------- -------- Total Taxation - - ----------------------- -------- -------- -------- -------- Capital Expenditure and Financial Investment Purchases of investments (213,440) (39,182) Amounts paid under incentive scheme (20,935) - Sales of investments 387,741 53,803 ----------------------- -------- -------- -------- -------- Net Cash Inflow from Capital Expenditure 153,366 14,621 and Financial Investment -------- -------- -------- -------- ----------------------- Net Cash Inflow before Management of Liquid Resources and Financing 171,198 5,662 ----------------------- -------- -------- -------- -------- Management of Liquid Resources 3,400 9,900 Financing Bank loans drawn 108,617 32,000 Bank loans repaid (130,362) (45,801) Repurchase of own shares (140,581) - Loans advanced (1,386) (1,935) ----------------------- -------- -------- -------- -------- Net Cash Outflow from Financing (163,712) (15,736) ----------------------- -------- -------- -------- -------- Increase/(Decrease) in Cash in the 10,886 (174) Year ----------------------- -------- -------- -------- -------- Reconciliation of Net Cash Flow to Movement in Net Debt Increase/(Decrease) in cash in the 10,886 (174) year Cash outflow from debt financing 21,745 13,748 Cash inflow from change in liquid (3,400) (9,900) resources -------- -------- -------- -------- ----------------------- 18,345 3,848 ----------------------- -------- -------- -------- -------- Change in Net Debt Resulting from Cash Flows 29,231 3,674 Translations difference 10,831 2,037 ----------------------- -------- -------- -------- -------- Movement in Net Debt 40,062 5,711 Net debt brought forward (187,216) (192,927) ----------------------- -------- -------- -------- -------- Net Debt carried forward (147,154) (187,216) ----------------------- -------- -------- -------- -------- The figures and financial information for the year ended 30 September 2004 do not constitute the statutory financial statements for that year. Those financial statements have not yet been delivered to the Registrar, nor have the Auditors yet reported on them. The figures and financial information for the year ended 30 September 2003 do not constitute the statutory financial statements for that year. Those financial statements have been delivered to the Registrar and included the Auditors' Report which was unqualified and did not contain a statement under either section 237(2) or section 237(3) of the Companies Act 1985. The Report and Accounts will be sent to shareholders in December 2004 and will thereafter be available from the Company's registered office at 65 Kingsway, London WC2B 6QT. The Annual General Meeting will be held on Wednesday 9 February 2005 in the Clement's, Thavies and Lincoln Meeting Room, Renaissance Chancery Court Hotel, 252 High Holborn, London WC1 at 12 Noon. This information is provided by RNS The company news service from the London Stock Exchange
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