Information  X 
Enter a valid email address

XecutiveResearch Grp (~268)

  Print      Mail a friend       Annual reports

Wednesday 24 March, 2004

XecutiveResearch Grp

Acquisition & Placing

XecutiveResearch Group PLC
24 March 2004


                           XECUTIVERESEARCH GROUP PLC
                     ('Xecutiveresearch' or 'The Company')


             •    Proposed acquisition of Accident Exchange Limited

   •    £1.5 million to be raised through a Placing of 6,000,000 New Ordinary
                                     Shares

     •    Proposed 500 for 1 Consolidation of the Existing Ordinary Shares

          •    Proposed change of name to Accident Exchange Group plc

              •    Admission to the Alternative Investment Market


XecutiveResearch Group plc today announces its intention to acquire the entire
issued share capital of prestige vehicle replacement specialist, Accident
Exchange Limited, for a total consideration of £13.6m, to be satisfied on
completion by the issue of 54,229,500 Consideration Shares at the Placing Price
and the payment of £50,000 in cash. The transaction constitutes a reverse
takeover under the AIM rules and as such, requires shareholder approval at an
EGM to be held on Friday 16 April 2004.

The Company is raising a total of £1.5million before expenses (£1,028,000 net of
expenses) through a Placing by Insinger Townsley of 6,000,000 Placing Shares at
25p per share. The funds raised will be used for working capital to further
develop and market the business and opportunities within the credit hire market
place.

The principal activity of Accident Exchange is to provide car hire on credit to
motorists involved in accidents where they are not at fault.  The Company was
founded in 2001 by Steve Evans, who has been employed in the credit hire
industry since 1983.  Steve founded and grew a credit hire business which was
one of the leading suppliers of credit hire in the sector at the time it was
sold in 1997. Accident Exchange caters for clients driving marques such as Audi,
BMW, Ferrari, Jaguar, Land Rover, Lexus, Maserati, Mercedes Benz and Porsche.
Accident Exchange recovers its charges from the insurers of the driver at fault.
  The Company is a subscriber to an agreement with the Association of British
Insurers ('ABI'), which sets the level of ABI-approved car hire rates which it
may charge and recover.  Lord Young of Graffham, former Secretary of State for
Trade and Industry, chairs Accident Exchange.

Accident Exchange has been profitable at the operating level since inception in
2001. For its reporting period to 30 April 2003, the Company achieved profits
before tax of £169,000 on a turnover of £657,000. For the nine months to 31st
January 2004, the comparable figures were £707,000 profit before tax on a
turnover of £2,379,000.



KEY POINTS

The Reverse Takeover and Capital Raising:

•    500 of Existing Ordinary Shares of 0.1p each in issue will be consolidated
     into 1 New Ordinary Share of 5p

•    Agreed reverse takeover of AIM listed XecutiveResearch Group plc

•    Based on the Placing Price, the transaction values the entire share capital
     of Accident Exchange at £13.6 million

•    Raising £1.5 million via institutional placing

•    Funds raised will primarily be used by the enlarged Group to fund the
     expansion of Accident Exchange's existing business.

•    The Company will be renamed Accident Exchange Group plc


Key Strengths of Accident Exchange are:

•    Experienced management team

•    Profitable at the operating level since inception

•    Rapid progression with further significant growth potential in a large and
     growing market

•    Highly developed Information Technology systems which assist in delivering
     commercial efficiency

•    Strong relationships with leading dealer groups and insurance companies

•    Established contractual protocols with over 100 insurers



Steve Evans, Chief Executive of Accident Exchange commented:



'The proposals represent an opportunity for the existing shareholders of
XecutiveResearch to achieve a return on their original investment.  At the same
I believe that the admission to AIM will enable the Enlarged Group to build on
what has been achieved already and has accelerated the strategy of being the
leader within the prestige car credit hire market.'



ENQUIRIES



Accident Exchange Limited

Steve Evans, Chief Executive

Tel: 020 8946 3456



XecutiveResearch Group plc

David Lees, Chairman

Tel: 020 7499 1400



Grant Thornton Corporate Finance

Gerry Beaney, Head of Capital Markets

Tel: 0870 991 2589

Gerry.D.Beaney@gtuk.com



Performance PR Ltd

Gemma Smith

Tel: 020 8946 3456

Mobile: 07968 378 274

gemma@performancepr.com



Further information is set out in the attached appendix including the Interim
Results of the Company for the six months ended 31 January 2004.


                                    APPENDIX



INTRODUCTION

The Company announced today that it has entered into the Acquisition Agreement
relating to the proposed Acquisition of the entire issued share capital of
Accident Exchange for a consideration to be satisfied by both the issue and
allotment, credited as fully paid, of 54,229,500 Consolidated Shares in the
capital of the Company and the payment of cash of £50,000 to the Vendors. Based
on the Placing Price of 25p per share, this values the entire issued share
capital of Accident Exchange at approximately £13.61 million. To reflect the
change in the nature of the Company's business, which would arise from the
implementation of the Proposals, it is proposed that the name of the Company be
changed to Accident Exchange Group plc.

The Current Directors have been considering for some time the most appropriate
way to enhance shareholder value. On 17 March 2003 the Company's only
subsidiary, XecutiveResearch Limited, was allowed to go into liquidation. Since
that time the Company has been a non trading shell company. The Current
Directors reviewed several acquisition targets. On 22 January 2004 they applied
to have dealings in the Existing Ordinary Shares suspended pending today's
announcement of the proposed Acquisition of Accident Exchange Limited and the
other Proposals enclosed in this document.

Under the AIM Rules, the Acquisition is subject to Shareholder approval, due to
its size and the fact that its implementation will change the nature of the
Company's business. If the Resolutions are duly passed at the EGM (to be held on
16 April 2004), then it is anticipated that dealings on AIM in the Existing
Ordinary Shares will be cancelled and dealings in the Enlarged Consolidated
Share Capital will commence on 19 April 2004.

The Board also announced today that it proposes to raise approximately £1.5
million (before expenses) by way of a Placing of 6,000,000 Consolidated Shares
at the Placing Price. The Placing is conditional, inter alia, upon the Company
obtaining approval from its Shareholders to increase the authorised share
capital of the Company, to disapply the statutory pre-emption rights and to
grant the Current Directors authority to allot the New Ordinary Shares. The
Placing, which has been arranged by Insinger Townsley pursuant to the terms of
the Placing Agreement, is also conditional upon Admission. The Placing proceeds
will be used to fund the expenses of the Proposals and working capital
requirements of the Enlarged Group.

The purpose of this document is to provide you with information on the Proposals
and to seek your approval for them at the EGM.

INFORMATION ON THE COMPANY

The Group's initial business was established in June 2000 to provide an
alternative to the time-consuming and often costly methods of traditional
executive search, whilst at the same time offering a research-driven alternative
to advertised selection. The economic climate in this particular market sector
was particularly unfavourable to the end of 2002. In early 2003 the directors of
the Company decided that there was no sign of a rapid improvement in the Group's
fortunes and therefore withdrew financial support from its trading subsidiary,
XecutiveResearch Limited, which went into liquidation on 17 March 2003.

ACQUISITION OF ACCIDENT EXCHANGE

As set out above, the Company has entered into the Acquisition Agreement, to
acquire the entire issued share capital of Accident Exchange. The consideration
for the Acquisition will be satisfied by the issue and allotment credited as
fully paid of 54,229,500 Consideration Shares, representing 88.02 per cent of
the Enlarged Consolidated Share Capital and the payment of a cash element of
£50,000. The Acquisition Agreement is conditional inter alia on the approval of
Shareholders and on Admission. The due date for completion of the Acquisition is
19 April 2004.

PROPOSED CHANGE OF NAME AND NEW ARTICLES OF ASSOCIATION

The Current Directors propose that the name of the Company be changed from
XecutiveResearch Group PLC to Accident Exchange Group plc to reflect more
appropriately the Enlarged Group's new activities. A special resolution to
effect the proposed change of name will be proposed at the EGM.

SHARE REORGANISATION

The Company is proposing to consolidate every 500 Existing Ordinary Shares of
0.1 pence each in the capital of the Company into one Consolidated Share of 5
pence and nine Deferred Shares of 5 pence and every 50 unissued ordinary shares
of 0.1 pence each in the capital of the Company into one Consolidated Share of 5
pence. Upon completion of the Share Reorganisation existing Shareholders will
hold one Consolidated Share and nine Deferred Shares for every 500 Existing
Ordinary Shares that they currently hold.

Fractions arising from the Share Reorganisation (if any) will be aggregated and
sold in the market and the net sale proceeds will be retained and applied for
the benefit of the Company as it is expected that the costs of sale will exceed
the value of any resulting fractions due to each Shareholder.

Other than the change in nominal value, the rights and obligations attached to
the Consolidated Shares under the Articles of Association will carry equivalent
rights to the Existing Ordinary Shares.

The Deferred Shares will carry no right to dividend or to attend or vote at a
general meeting of the Company and on a return of capital, the right only to
receive the amount paid up thereon after the holders of Consolidated Shares have
received the aggregate amount paid up thereon plus £100,000 per Consolidated
Share. Consequently the Deferred Shares will, effectively, be valueless.

It is intended that new share certificates will be sent to Shareholders who
currently hold their Existing Ordinary Shares in certificated form on 21 April
2004. These new share certificates will set out the number of Consolidated
Shares owned by a Shareholder on completion of the Share Reorganisation and will
replace Shareholders' existing certificates which should, on receipt of the new
certificate, be destroyed. It is not intended to despatch share certificates in
respect of the Deferred Shares.

The Share Reorganisation will be effected by reference to Shareholders and their
holdings of Existing Ordinary Shares on the Register as at the close of business
on 14 April 2004. Subject to the resolutions contained in the notice of EGM (set
out at the end of this document) being passed and becoming unconditional:

•     it is anticipated that dealings in Consolidated Shares will commence on 19 
      April 2004;

•     for Shareholders currently holding their
      Existing Ordinary Shares in certificated form, new share certificates will 
      be despatched (at the risk of the addressee) in respect of Consolidated 
      Shares on 21 April 2004. Transfers made after 14 April 2004 and before the 
      date of despatch of such share certificates will be certified against the 
      Register if required; and

•     for Shareholders holding their Existing Ordinary
      Shares in uncertificated form, the relevant number of Consolidated Shares 
      will be credited to the shareholders' existing stock accounts on 21 April 
      2004.

DETAILS OF THE PLACING

The Company proposes to raise approximately £1.5 million (before expenses) by
the issue of 6 million Placing Shares at the Placing Price pursuant to the
Placing. This Placing has been arranged by Insinger Townsley. The Placing Shares
will, when issued and fully paid, rank pari passu in all respects with the
Consolidated Shares and the Consideration Shares.

Insinger Townsley has agreed, as agent for the Company, to use reasonable
endeavours to procure subscribers for the Placing Shares.

The Placing is conditional upon, inter alia, the Resolutions being passed at the
Extraordinary General Meeting to be held at 10 a.m. on 16 April 2004, the
Placing Agreement becoming unconditional (other than in relation to the
completion of the Acquisition Agreement) and not being terminated in accordance
with its terms, and on Admission occurring by not later than 8 a.m. on 19 April
2004 (or such later date as Insinger Townsley and the Company may decide).

Application will be made to the London Stock Exchange for Admission of the
Enlarged Consolidated Share Capital to trading on AIM and it is expected that
trading will commence in the Enlarged Consolidated Share Capital on 19 April
2004.

In accordance with the AIM Rules and pursuant to the Placing Agreement, the New
Board have agreed not to dispose of any Consolidated Shares held by them for a
period of twelve months from the date of Admission, other than in the event of
an intervening court order, a takeover offer open to all the holders of the
Enlarged Consolidated Share Capital becoming or being declared unconditional or
the death of the relevant Director and for a further period of 12 months only to
effect any such sale through the Companys' brokers from time to time and with
their reasonable consent. Otherwise there are no restrictions on the free
transferability of the Shares.

Director's intentions regarding the Placing

The Current Directors, including myself, whether in their personal capacity or
through persons connected with then (within the meaning of the Section 346 of
the Act) are intending to participate in the Placing, as follows:

Name
                                                    Placing Shares

Francis Edward Worsley                                      60,000

Transmear Limited1                                         200,000

SBJ Preference Personal Pension Plan2                      800,000

Notes

1.  A company owned by Michael Francis Bull

2.  A pension plan the beneficiary of which is Mr Lees

DIRECTORS AND PROPOSED DIRECTORS

On Completion, Michael Bull will resign as a director of the Company and The Rt
Hon Lord Young of Graffham, Steve Evans and Paul Wildes will join the Company as
Directors. I will become a Non-Executive Director and Jock Worsley will remain
as a Non-Executive Director.

CURRENT DIRECTORS OF THE COMPANY

David John Lees (retiring Chairman and proposed Non-Executive Director) aged 56

David Lees is a Chartered Accountant qualified in Australia with KPMG.  He has
extensive experience in the management and promotion of public companies having
raised significant funds as a co-founder of Griffiths Brothers Limited, Medeva
Plc, Flare Group Plc and Skyepharma Plc. I am currently chairman of Deal Group
Media Plc, Metis Biotechnologies Plc, Network Estates Limited and NamesCo
Limited and finance director of Triple Plate Junction Plc.

Michael Bull (retiring Non-Executive Director) aged 65

Michael Bull has spent over thirty years in the information technology business.
His career has encompassed senior manager positions with Honeywell Corporation
and General Electric and he was a founding director and chief executive of
Trident Michael Computer Services Plc.

Francis Edward (Jock) Worsley OBE, FCA (Non-Executive Director) aged 63

Jock Worsley was president of the Institute of Chartered Accountants in England
and Wales, a founder of the Financial Training Company, and its Executive
Chairman from 1972 until 1993. He was Deputy Chairman of Lautro, a member of the
Building Societies Commission and Independent Complaints Commissioner for SIB
and the Financial Services Authority. He was Chairman of Cancer Research UK. He
is the Non-Executive Chairman of Lloyds Members Agency Services Ltd and a
Non-Executive Director of stockbrokers Brewin Dolphin Holdings PLC

PROPOSED DIRECTORS

Lord Young of Graffham (Proposed Non-Executive Chairman) aged 72

The Rt. Hon Lord Young of Graffham is a qualified solicitor and serial
entrepreneur who served in the Thatcher government for ten years and as
Secretary of State for Trade and Industry. On retiring from the Cabinet he
became Executive Chairman of Cable and Wireless plc, President of the Institute
of Directors, and is today Chairman and major shareholder of Young Associates
Limited, a private equity house specialising in technology companies. He is also
Chairman of Pixology PLC, an AIM listed technology company which was floated in
December 2003.

Stephen Anthony Evans (Proposed Chief Executive) aged 45

Steve Evans is the founder and Chief Executive of Accident Exchange Limited.
Steve was formerly Chief Executive of Accident Assistance Limited and is an
entrepreneur with a proven start up track record. Accident Assistance Limited,
which specialised in handling insurance claims on behalf of the victims of road
traffic accidents was sold  in 1997.

He is also former Group Marketing Director of the United Kenning Rental Group.

Steve has 19 years' commercial experience in developing fast growth
entrepreneurial businesses with a key focus on technology, automotive, claim
handling and customer service delivery.

In 2003 Steve was listed in the AM Power List as one of the hundred people that
Automotive Management believed would drive change in the automotive industry in
2003.

Paul Edward Wildes (Proposed Finance Director) aged 28

Paul is a qualified accountant with a strong commercial track record.

His most recent position was as Finance and Commercial Director at Sixt Kenning
Ltd, a £65 million turnover car rental and leasing group. Paul was brought into
the business after Kenning was sold to Sixt Gmbh. He reported to the main Board
in Germany but had overall responsibility for sales and all financial and
strategic activities in the UK.

USE OF PROCEEDS

The proceeds of the Placing being £1.5 million (before expenses) will primarily
be used by the Enlarged Group to fund the expansion of Accident Exchange's
existing business. The New Board estimates that the costs of Admission will be
approximately £471,000 excluding VAT.

INFORMATION ON THE CONCERT PARTY

Information in relation to the Concert Party is set out in the prospectus dated
24 March 2004.

CITY CODE

The Proposals give rise to certain considerations under the City Code. Brief
details of the Panel, the City Code and the protections they afford are
described below.

The City Code has not, and does not seek to have, the force of law. It has,
however, been acknowledged by both government and other regulatory authorities
that those who seek to take advantage of the facilities of the securities
markets in the United Kingdom should conduct themselves in matters relating to
takeovers in accordance with best business standards and, therefore, according
to the City Code.

The City Code is issued and administered by the Panel. The City Code applies to
all takeover and merger transactions, however effected, where the offeree
company is, inter alia, a listed or unlisted public company resident in the
United Kingdom (and to certain categories of private limited companies). The
Company is such a company and its shareholders are entitled to the protection
afforded by the City Code.

Under Rule 9 of the City Code, when a person or a group of persons acting in
concert acquires shares in a company which is subject to the City Code, and such
shares (when taken together with shares already held) would result in such
person or persons holding shares carrying 30 per cent or more of the voting
rights, such person or group is normally obliged to make a general offer to all
other shareholders to acquire the balance of the shares not held by him and his
concert parties in cash at the highest price paid by any of them in the previous
12 months. Rule 9 of the City Code also states that, if any person or group of
persons acting in concert holds shares carrying not less than 30 per cent, but
more not more than 50 per cent, of the voting rights, and such person, or any
person acting in concert with him, acquires any additional shares which
increases their percentage of the voting rights, such person or group of persons
is, in the same way, obliged to make a general offer to all shareholders.

Rule 9 also provides, inter alia, that where any person, together with persons
acting in concert with him holds more than fifty per cent of a company's voting
rights, no obligations will normally arise from any acquisitions by such person
or any person acting in concert with him of any further shares carrying voting
rights in the Company. However, the Panel may regard as giving rise to an
obligation to make an offer the acquisition by a single member of the concert
party of shares sufficient to increase his individual holding to thirty per cent
or more, or if he already holds not less than 30 per cent but not more than 50
per cent.

The Panel has determined that the Concert Party should be regarded as acting in
concert for the purposes of Rule 9 of the City Code.

No member of the Concert Party currently holds any Existing Ordinary Shares.
Following the Proposals, the Concert Party will own 54,229,500 Consolidated
Shares representing 88.02 per cent of the issued voting share capital of the
Company at that time. A table showing the maximum possible interests of the
Concert Party is set out in Part VIII of this document.

The Panel has agreed, however, subject to approval by independent shareholders
on a poll (such approval being sought by resolution 1 as set out in the notice
of the EGM at the back of this document), to waive any obligation of the Concert
Party (or any member of it) to make a general offer for shares in the Company
that would, on the basis referred to above, arise under Rule 9 of the City Code
on completion of the Acquisition.

Shareholders should be aware that following the implementation of the Proposals
and issue of the Consideration Shares pursuant to the Acquisition Agreement the
Concert Party will hold Consolidated Shares carrying more than 50 per cent of
the voting rights in the Company. Accordingly, the Concert Party would, so long
as its shareholding remains over 50 per cent, be able to increase its aggregate
shareholding in the Company without incurring any further obligation under Rule
9 of the City Code to make a general offer for the remaining Consolidated
Shares.

Shareholders should also be aware that, following the implementation of the
Proposals and issue of the Consideration Shares pursuant to the Acquisition
Agreement Stephen Anthony Evans individually will hold Consolidated Shares
carrying more than 50 per cent of the voting rights in the Company. Accordingly,
Stephen Anthony Evans would so long as his shareholding remains over 50 per
cent, be able to increase his shareholding in the Company without incurring any
further obligation under Rule 9 of the City Code to make a general offer for the
remaining Consolidated Shares.

The City Code will, however, continue to apply to each other member of the
Concert Party separately and accordingly, no individual member of the Concert
Party (other than Stephen Anthony Evans) individually may increase his holding
to 30 per cent or more of the Enlarged Consolidated Share Capital of the Company
from time to time or, if he already holds more than 30 per cent but less than
fifty per cent, increase that shareholding without incurring an obligation under
Rule 9 of the City Code to make a general offer to shareholders.

Further details of the Concert Party are set out in the prospectus dated 24
March 2004.

SHARE OPTIONS

It is proposed that the existing share incentive plans of the Company be
discontinued and the Company adopt, effective from Admission, the Unapproved
Plan.

The Unapproved Plan will allow for the grant of options over Consolidated Shares
in the Company to directors and employees of the Enlarged Group. It is proposed
that an option will be granted to Paul Wildes under the Unapproved Plan with
effect from Admission.

Further details of the Unapproved Plan and the proposed award to Paul Wildes are
set out in the prospectus dated 24 March 2004.

DEALING ARRANGEMENTS

Application will be made by the Company for the Enlarged Consolidated Share
Capital to be admitted

to trading on AIM on completion of the Acquisition and the Placing. Subject to
completion of the Acquisition and the Placing, trading in the Enlarged
Consolidated Share Capital is expected to commence on 19 April 2004.

If the Acquisition and the Placing are not completed, the Existing Ordinary
Shares will recommence trading on AIM and the Proposed Directors will not be
appointed to the Board of the Company.

DIVIDEND POLICY

The Board believes that it is inappropriate to make a forecast of the likely
level of any future dividends. However, the Board intends to commence the
payment of dividends when it becomes commercially prudent to do so and to pursue
a progressive dividend policy in line with earnings growth, subject to the
availability of distributable reserves whilst retaining sufficient income for
the Enlarged Group's projected working capital requirements.

CORPORATE GOVERNANCE

The New Board is committed to maintaining high standards of corporate
governance. The New Board intends to comply with the Combined Code having regard
to the size of the Company. The New Board will develop appropriate measures to
ensure that the Company will, as far as practicable, be able to comply with the
principles of the Combined Code.

The Company proposes to appoint Lord Young as its new Non-Executive Chairman.
Following the implementation of the Proposals, the Board will establish both an
Audit Committee and a Remuneration Committee, with formally delegated duties and
responsibilities. The committees will comprise of Lord Young, David Lees and
Jock Worsley. The Audit Committee will be chaired by Jock Worsley and the
Remuneration Committee will be chaired by Lord Young.

EXTRAORDINARY GENERAL MEETING

You will find set out at the end of this document a notice convening an
extraordinary general meeting to be held at the offices of Stringer Saul, 5th
Floor, 17 Hanover Square, London W1S 1HU, on 16 April 2004 at 10 a.m. At the
meeting, the following resolutions will be proposed:

(1)        an ordinary resolution to approve the waiver by the Panel of the
obligation of the Concert Party (or any member of it) to make a mandatory
general offer for the Company which would otherwise arise under Rule 9 of the
City Code;

(2)        an ordinary resolution to approve the Acquisition;

(3)        an ordinary resolution to approve the Consolidation of every 500
Existing Ordinary Shares in the Company into one Consolidated Share of 5 pence
each and nine Deferred Shares of 5 pence each and every 50 unissued ordinary
shares of 0.1 pence each in the capital of the Company into one Consolidated
Share of 5 pence each;

(4)        an ordinary resolution to increase the authorised share capital of
the Company;

(5)        an ordinary resolution to give the Directors of the Company authority
under section 80 of the Act to allot relevant securities up to an aggregate
nominal amount of £4,015,300, such authority expiring at the conclusion of the
Company's next annual general meeting;

(6)        an ordinary resolution to approve the Unapproved Option Plan;

(7)        a special resolution to disapply the statutory pre-emption rights
contained in section 89(1) of the Act for the purpose of certain future issues
and the Placing and for the allotment of equity securities for cash up to an
aggregate nominal amount of £154,050 such authority expiring at the conclusion
of the Company's next annual general meeting;

(8)        a special resolution to adopt New Articles of Association of the
Company; and

(9)        a special resolution to change the name of the Company to Accident
Exchange Group plc.

Resolution (1) will be taken on a poll of independent Shareholders in accordance
with the provisions of the City Code.

FURTHER INFORMATION

Copies of this document will be available, for collection only, free of charge
to the public from Grant Thornton Corporate Finance, Grant Thornton House,
Melton Street, Euston Square, London NW1 2EP during normal office hours on any
week day (Saturdays and Public Holidays excepted) from the date of this document
until a date one month after Admission.

RECOMMENDATION

The Current Directors, having been so advised by Insinger Townsley, consider the
Proposals described in this document, including the Acquisition and the Placing,
the approval of the waiver of the obligation on the Concert Party (or any member
of it) to make a general offer to Shareholders under Rule 9 of the City Code and
the passing of the resolutions at the EGM to be fair and reasonable and in the
best interests of the Company and its Shareholders. Accordingly, the Current
Directors unanimously recommend Shareholders to vote in favour of the
resolutions to be proposed at the EGM as they have irrevocably undertaken to do
in respect of their own beneficial holdings of Existing Ordinary Shares which
amount to 141,000,000 Existing Ordinary Shares (representing approximately
20.28% per cent. of the voting rights exercisable at the EGM).



                         INTERIM RESULTS OF THE COMPANY
                     FOR THE SIX MONTHS TO 31 JANUARY 2004


                                PROFIT AND LOSS ACCOUNT

                                                                                         Group            Group
                                                                                   6 months to       Year ended
                                                                                      31.01.04         31.07.03

                                                                         Notes               £                £

TURNOVER - Discontinued                                                      1               -           93,283

COST OF SALES                                                                                -         (50,406)
GROSS PROFIT                                                                                 -           42,877

ADMINISTRATIVE EXPENSES

   - Staff costs                                                             4        (27,500)        (250,307)
   - Other administration costs                                                         27,575        (488,039)

                                                                                            75        (738,346)

OPERATING LOSS - Discontinued                                                1              75        (695,469)

Exceptional items                                                            2          18,134           10,759

Interest payable and similar charges                                         3         (9,690)         (19,437)


PROFIT/(LOSS) ON ORDINARY ACTIVITIES

BEFORE TAXATION                                                                          8,519        (704,147)

TAXATION                                                                     5               -                -


RETAINED PROFIT/(LOSS) FOR PERIOD                                           12           8,519        (704,147)
AFTER TAXATION

BASIC AND FULLY DILUTED PROFIT/(LOSS)                                        6          0.001p           (0.1)p
PER SHARE


The group's accounting policies and notes form part of these financial
statements.

GROUP AND COMPANY BALANCE SHEET

for the period ended 31 January 2004


                                                                                              As at        As at
                                                                                           31.01.04     31.07.03

                                                                                Notes             £            £
FIXED ASSETS

Intangible assets                                                                   7             -            -


CURRENT ASSETS

Debtors due within one year                                                         8        15,385       16,851

Investments                                                                         9             -      320,000

Cash at bank and in hand                                                                     91,739            -


                                                                                            107,124      336,851

CREDITORS - Amounts falling due within one year                                    10      (37,324)    (275,570)

NET CURRENT ASSETS                                                                           69,800       61,281


NET ASSETS                                                                                   69,800       61,281

CAPITAL AND RESERVES

Called up share capital                                                            11       695,250      695,250

Share premium account                                                              12     1,905,413    1,905,413

Profit and loss account                                                            12   (2,530,863)  (2,539,382)

Equity shareholders' funds                                                         13        69,800       61,281



The non statutory financial statements were approved by the board of directors
and signed on their behalf on 24 March 2004.


David Lees

Chairman



CASH FLOW STATEMENT

for the period ended 31 January 2004

                                                                                                Group      Group
                                                                                          6 months to    Year to
                                                                                             31.01.04   31/07/03
                                                                                Notes               £          £

Net cash outflow from operating activities                                         15       (179,009)   (61,319)

Returns on investment and servicing of finance                                                (9,690)   (19,437)

Interest paid


Capital expenditure and financial investments

Purchase of tangible fixed assets                                                                   -      (723)

Proceeds from sale of current asset investments                                               338,134    128,132
                                                                                              338,134  (127,409)
Acquisitions and Disposals                                                                          -   (79,783)

Net overdrafts disposed with subsidiary
Net cash inflow/(outflow) before financing                                                    149,435   (33,130)
Increase/(decrease) in cash                                                    17             149,435   (33,130)


                        NOTES TO THE NON STATUTORY FINANCIAL STATEMENTS

                            for the period ended 31 January 2004

1.         Turnover and Operating Loss

             The group's activities are solely carried out in the United Kingdom

             The operating profit/(loss) is stated after charging the following:

                                                                                  Group                    Group
                                                                            6 months to                  Year to
                                                                               31.01.04                 31.07.03
                                                                                      £                        £
Auditors' Remuneration

-  Audit services                                                                 4,500                    5,000

2.         Exceptional Items

                                                                                       Group                      Group
                                                                                 6 months to                    Year to
                                                                                    31.01.04                   31.07.03
                                                                                           £                          £

Impairment of goodwill                                                                     -                          -
Impairment provision on current asset investments                                          -                  (650,000)
XecutiveResearch Ltd - writing off net liabilities                                         -                  1,017,627
Profit/(Loss) on disposal of current asset investment                                 18,134                  (356,868)
                                                                                      18,134                     10,759


As stated within the accounting policies XecutiveResearch Limited was subject to
a compulsory liquidation order on 17 March 2003. The release of £1,017,627
represents the write off of balances held within this company, which are no
longer subject to group control.


3.         Interest Payable and Similar Charges

                                                                                  Group                    Group
                                                                            6 months to                  Year to
                                                                               31.01.04                 31.07.03
                                                                                      £                        £

Loan interest payable                                                             9,690                   19,437



4.         Directors and Employees

                                                                                      Group                Group
                                                                                6 months to              Year to
                                                                                   31.01.04             31.07.03
                                                                                          £                    £

Staff costs during the year were as follows:
Wages and salaries                                                                   27,500              215,710
Social security costs                                                                     -               19,756
Payment for third party services                                                          -               14,841
                                                                                     27,500              250,307

Average number of employees
(excluding non-executive directors)                                                       1                    8


             Directors' Emoluments
                                                        Other benefits
                                                          and payments
                                                          for director            Pension
                                        Emoluments            services      contributions                Total
                                             Group               Group              Group                Group
                                          31.01.04            31.01.04           31.01.04             31.01.04
                                                 £                   £                  £                    £

Executive Directors

D Lees                                      12,500                   -                  -               12,500

Non-executive Directors

F Worsley                                    7,500                   -                  -                7,500

M Bull                                       7,500                   -                  -                7,500

                                            27,500                   -                  -               27,500



  During the period no directors participated in money purchase pension schemes.

  The company operates an Enterprise Management Incentive Share
  Option Plan, a Share Incentive Plan and a Deferred Bonus Share Plan. During 
  the year no option or share issues were made or transferred to any director or 
  staff member.

5.         Taxation

There is no tax charge or credit for the period. An explanation of the tax
position compared to the group's reported results is set out below:
                                                                                 Group                    Group
                                                                           6 months to                  Year to
                                                                              31.01.04                 31.07.03
                                                                                     £                        £

Profit/(Loss) on ordinary activities before taxation                             8,519                (704,147)

Profit/(Loss) on ordinary activities before taxation multiplied by
  small companies corporation tax rate of 20% (2003: 20%)                        1,704                (140,829)

Effect of:

Surplus of depreciation compared to capital allowances                               -                   18,038

Loss carried forward to be offset against future tradeable profits             (1,704)                  122,791

Current tax charge for the year                                                      -                        -



6.         Profit/(Loss) per share

The calculation for the basic profit/(loss) per share is based upon the loss
attributable to ordinary shareholders divided by the weighted average number of
shares on issue during the period.

Reconciliation of the profit/(loss) and weighted average number of shares used
in the calculations are set out below:

                                                                                 Group                    Group
                                                                           6 months to                  Year to
                                                                              31.01.04                 31.07.03
                                                                                     £                        £

Profit/(Loss) on ordinary activities before tax                                  8,519                (704,147)
Weighted average number of shares                                          654,250,000              654,215,686
Amount of profit/(loss) per share in pence                                      0.001p                   (0.1)p


7.         Intangible assets

Company and Group                                                                                      Goodwill
                                                                                                              £

Cost

At 31 July 2003 & 31 January 2004                                                                     1,564,919

Impairment

At 31 July 2003 & 31 January 2004                                                                   (1,564,919)

Net book value at 31 July 2003 & 31 January 2004                                                              -


8.         Debtors

                                              Company           Company             Group             Group
                                                As at             As at             As at             As at
                                             31.01.04          31.07.03          31.01.04          31.07.03
                                                    £                 £                 £                 £

Other debtors                                  14,785            12,600            14,785            12,600

Prepayments and accrued income                    600             4,251               600             4,251

                                               15,385            16,851            15,385            16,851


9.         Investments

                                                              Company      Company         Group         Group
                                                                As at        As at         As at         As at
                                                             31.01.04     31.07.03      31.01.04      31.07.03
                                                                    £            £             £             £

Listed investments                                                  -      320,000             -       320,000

             The listed investments were disposed during the year.


10.       Creditors: Amounts falling due within one year

                                                              Company       Company         Group         Group
                                                                As at         As at         As at         As at
                                                             31.01.04      31.07.03      31.01.04      31.07.03
                                                                    £             £             £             £

Bank loans and overdrafts                                           -        57,696             -        57,696
Trade creditors                                                 7,025       115,462         7,025       115,462
Accruals                                                       30,299       102,412        30,299       102,412
                                                               37,324       275,570        37,324       275,570


There were no capital commitments or any other contingent
liabilities at 31 January 2004.


11.       Share Capital

                                                                             As at                        As at
                                                                          31.01.04                     31.07.03
                                                               Number            £          Number            £

Authorised capital
Ordinary shares of 0.1p each                            2,500,000,000    2,500,000   2,500,000,000    2,500,000


Allotted, called up and fully paid capital
Ordinary shares of 0.1p each                              695,250,000      695,250     695,250,000      695,250



12.       Reserves

                                                                                Share Premium  Profit and Loss
                                                                     Account          Account            Total

Company and Group                                                          £                £                £

At 31 July 2003                                                    1,905,413      (2,539,382)        (633,969)

Retained profit for the year                                               -            8,519            8,519

At 31 January 2004                                                 1,905,413      (2,530,863)        (625,450)



13.       Reconciliation of movement in shareholders' funds

                                                                                                          As at
                                                                                                  31 January 04

Group and Company                                                                                             £

Profit for the financial year                                                                             8,519
Shareholders' funds at 31 July 2003                                                                      61,281

Shareholders' funds at 31 January 2004                                                                   69,800

14.       Leasing commitments

The following annual commitments under non-cancellable operating leases existed:

                                                                     Company     Company     Group     Group
                                                                       As at       As at     As at     As at
                                                                    31.01.04    31.07.03  31.01.04  31.07.03
                                                                           £           £         £         £

Other operating leases which expire:

- After one year and within five years                                17,079      17,079    17,079    17,079



15.       Reconciliation of operating profit/(loss) to operating cash flows

                                                                                   Group                Group
                                                                                   As at                As at
                                                                                31.01.04             31.07.03
                                                                                       £                    £

Operating profit/(loss)                                                               75            (695,469)
Depreciation                                                                           -               90,188
Loss on sale of investments                                                            -              356,868
Profit on write off of subsidiary                                                      -            (927,091)
Provision for impairment of investments                                                -              650,000
Decrease in debtors                                                                1,466              137,708
(Decrease)/Increase in creditors                                               (180,550)              326,477
Net cash outflow from operating activities                                     (179,009)             (61,319)


16.       Analysis of changes in net funds

                                        As at                                 Non-cash                As at
                                     31.07.03              Cashflow              items             31.07.03
                                            £                     £                  £                    £

Cash in bank and in hand                    -                91,739                  -               91,739
Bank overdraft                       (57,696)                57,696                  -                    -

                                     (57,696)               149,435                  -               91,739

Liquid resources:

Current asset investments             320,000             (338,134)             18,134                    -

Net funds                             262,304             (188,699)             18,134               91,739


17.       Reconciliation of net cashflow to movement in net debt

                                                                                 Group                    Group
                                                                                 As at                    As at
                                                                              31.01.04                 31.07.03
                                                                                     £                        £

Increase/(decrease) in cash in the year                                        149,435                 (33,130)
Cash inflow from management of liquid resources                              (338,134)                        -
                                                                             (188,699)                 (33,130)
Non cash movement on investments                                                18,134                  320,000
Non cash movement on disposal of subsidiary                                          -                  456,837
Movement in net debt in the period                                           (170,565)                  743,707
Net funds/(debt) at 31 July 2003                                               262,304                (481,403)
Net funds at 31 January 2004                                                    91,739                  262,304


18.       Related party transactions

During the period the group entered into transactions with the following
organisations, which were related by virtue of common directors and officers:

Director David Lees is a director and shareholder of D Squared Management
Limited. During the year the group was charged £12,500 (2003: £50,000) in
respect of a property licence agreement with D Squared. At 31 January 2004,  D
Squared was owed £6,250 (2003: £50,000) for property and external consulting
services.


19.       Pensions

The group operates a defined contribution pension scheme for the benefit of the
employees. The assets of the scheme are administered by trustees, in a fund
independent from those of the group. The pension costs charged for the period
are disclosed in note 4.


The annual accounts for the year ended 31 July 2003 were posted to shareholders
on Tuesday 10 February 2004 copies of the accounts can be obtained at 105
Piccadilly LondonW1J 7NJ


                      This information is provided by RNS
            The company news service from the London Stock Exchange