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Final Results and Chairmen's Statement

28th May 2010 15:27

FOR IMMEDIATE RELEASE 28 May 2010

AMICREST HOLDINGS PLC ("THE COMPANY")

PRELIMINARY ANNOUNCEMENT OF FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2009

CHAIRMAN'S STATEMENT TO SHAREHOLDERS

Dear Shareholder

The past year has been very difficult times for the property sector. Obviously our company is not immune to these difficulties; as a consequence the Board has had to make some tough decisions.

The most severely affected properties in this downturn are residential sites. The reason being that it is almost impossible to arrange development finance. Even when the development is completed, mortgages for buyers are still difficult to obtain. This left the Board with a decision on the future of Tib Street. This site had planning for 192 residential units, together with 20,000 sq ft of commercial. Although the site had some temporary income as a car park, the board felt it was necessary to sell in order to remove all borrowings in the company.

This decision was not taken lightly, but the alternative of retaining the site, would have put the company at risk, as it would undoubtedly have been in breach of its loan to value covenants with its bankers. The sale has enabled the company to move forward with no borrowings. As I have previously stated, it is the Board's intention to consider ways of returning funds to shareholders as soon as possible. In order to maximise return to shareholders, the Board has decided to complete a small development of 17 flats in Bristol. The Bristol property is a conversion in the city centre and was originally bought at auction with the intention of enhancing the planning consent and reselling. The market conditions have obviously hampered the sale, and therefore the best course of action is to complete the development. The company hopes to complete these works within the next six to seven months, which will time very well with reviewing the most efficient way to return funds to shareholders.

The future of the property market still remains uncertain, but hopefully we have now been through the worst and I would like to thank all board members and the staff for working hard to ensure our company's future.

G A LeeChairman28 May 2010

The directors of the issuer accept responsibility for this announcement.

OPERATING AND FINANCIAL REVIEW

Investment Property

During the year the group continued to hold investment properties, which include the freehold interest at Corporation Street, Manchester, a 125 year leasehold property at Baltic Quay, London and freehold interest of a block of 15 apartments based in Manchester. The headlease interest in Strype Street / Leyden Street, London was disposed post year-end and the write down in the profit and loss account relates to this property.

Development Property

The company continues to hold the 7 apartments from the completed development at Corporation Street, Manchester. These are currently rented out producing income. The site at Tib Street, Manchester was sold during the year. Five 120 year leasehold apartments located in Manchester and a 999 year leasehold property located in Bristol continued to be held during the year. The freehold property acquired last year in Liverpool was sold during the year.

Results

Turnover for the period comprises of the sale of developed property, rent receivable on freehold land acquired for development and investment properties. Combined with the rent received from development land held at Tib Street, Manchester until it was sold during the year, a gross loss of £507,000 (2008 - Gross loss of £1,283,000) was recorded in the profit and loss account.

Administrative expenses for the year were higher at £384,000 compared to £ 382,000 in 2008 due to legal fees incurred on a personal injury claim against one of the subsidiary companies.

Net interest cost for 2009 is £105,000 compared with net interest cost of £ 104,000 in 2008. This is a result of the long - term loan being repaid towards the end of the year, hence almost the same as last year.

The investment in a listed company was written down to reflect the current market value of the shares traded on AIM. This write down was for £15,000. The market value of the shares on AIM is 8 pence per share. The company owns 260,000 shares.

Overall losses before tax were £1,032,000 compared with losses before tax of £ 2,151,000 in 2008.

Dividends

No interim or final dividends have been paid or proposed in the year.

Net Assets

The movement in the shareholders funds from £6,277,000 to £5,300,000 was attributable to a loss of £958,000 during the year. The net assets at the year end are £1.10 per share, compared with £1.30 per share at 31 December 2008. The treasury shares are not entitled to voting rights or dividends.

Borrowings and Cashflows

Year end borrowings of the company were £nil (2008: £2,275,000) following the repayment of the long-term loans. Cash in hand amounted to £37,000 (2008: £ 137,000). The borrowings were to fund the acquisition and development projects in progress in the previous year but subsequent to the sale of the site at Tib Street, Manchester, the loan was repaid. Reduction in the cash balance was due to the payment for the overhead expenses incurred during the year. The gearing ratio decreased from 36.2% to nil due to the repayment of the long term loans.

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2009

Year ended 31 Year ended 31 December 2009 December 2008 £000 £000 Turnover including associates 2,888 367 Less: Share of associates (97) (105) Group Turnover 2,791 262 Cost of sales (3,298) (1,545) Group gross (Loss) / profit (507) (1,283) Share of profit / (loss) of - -associates Administration expenses (384) (382) Operating (loss) / profit including (891) (1,665)associates Amounts written off investments (15) (382) Amounts written off fixed assets (21) - Operating (loss) / profit before (927) (2,047)interest Interest receivable - 21 Interest payable (105) (125) (Loss) / profit on ordinary (1,032) (2,151)activities before taxation Taxation 74 (-) (Loss) / profit on ordinary (958) (2,151)activities after tax (Loss) / profit for the year (958) (2,151) Pence Pence (Loss) / earnings per share (19.9) (44.6)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

There are no gains or losses other than those passing through the profit andloss account.CONSOLIDATED BALANCE SHEETAT 31 DECEMBER 2009 31 December 2009 31 December 2008 £000 £000 £000 £000 Fixed assets Tangible assets 443 518 Investments - Other 21 36 Investments in Associates 1,504 1,504 1,968 2,058 Current assets Stock 2,441 5,575 Debtors 1,255 1,341 Cash at bank 37 137 3,733 7,053 Creditors: Amounts falling (401) (559) due within one year Net current assets 3,332 6,494 Total assets less current 5,300 8,552 liabilities Creditors: Amounts falling (-) (2,275) due after more than one year Net assets 5,300 6,277 Capital and reserves Called up share capital 2,410 2,410 Own shares held (334) (334) Share premium account 1,802 1,802 Capital redemption reserve 425 425 Revaluation reserve - 19 Profit and loss account 997 1,955 Equity shareholders' funds 5,300 6,277 Pence Pence Net assets per share 110 130 attributable to ordinary shareholders

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2009

31 December 2009 31 December 2008 £000 £000 £000 £000 Net cash inflow/ (outflow) from 2,215 (2,544) operating activities Returns on investments and servicing of finance Interest received - 21 Interest paid (105) (125) Net cash (outflow) from returns on (105) (104) investments and servicing of finance Taxation Taxation recovered / 74 - (paid) Capital expenditure and financial investment Receipts from sale of tangible - - assets Purchase of tangible assets (9) (64) Purchase of investments in ( -) - associates Net cash (outflow) from capital (9) (64) expenditure and financial investment Financing Purchase of own shares (-) (2) Loans repaid (2,275) New loans drawn - 775 Net cash (outflow) / inflow from (2,275) 773 financing (Decrease) in cash (100) (1,939)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009

1. The financial information set out herein does not constitute statutory

accounts within the meaning of Section 435 of the Companies Act 2006 (the "Act"). The financial information in respect of the year ended 31 December 2009 is unaudited but has been reviewed and agreed with the Company's auditors.

2. Comparative financial information for the 12 months ended 31 December 2008

has been extracted from the statutory accounts for the period which have been delivered to the Registrar of Companies and upon which the auditors gave an unqualified report, with no statement under Section 237(2) or (3) of the Companies Act 1985. 3. Accounting Policies Basis of Accounting

The financial statements have been prepared under the historical cost convention modified by the valuation of investment properties and in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) which have been applied consistently (except as otherwise stated) and the Companies Act 2006. The company has not adopted International Financial Reporting Standards (IFRS) until it is required to do so.

The consolidated financial statements comprise the financial statements of the company and its subsidiary and associate undertakings. Where a subsidiary is acquired during the period, the profit attributable to shareholders includes only the profits or losses from the effective date of acquisition. Where a subsidiary has been disposed of during the period, the profit attributable to shareholders includes only profit or losses to the effective date of disposal. The Group's interests in joint ventures are accounted for using the gross equity method. Where the company exercises significant influence over certain investments, these are treated as associates and the interest is accounted for using the gross equity method. Where the company no longer exercises significant influence, these are treated as investments from the date at which the ability to exercise significant influence ceased.

In preparing the financial statements, the directors are required to make an assessment of the group companies' ability to continue to trade as going concern. The directors have considered the group companies' cash requirements to settle the debts as they fall due and have compared this against the facilities available to them for a period greater than 12 months from the approval of the financial statements. Based on this analysis, the group companies are dependent on continuing finance from companies in which the directors have a material interest to enable it to meet the liabilities as they fall due. The parent company has received commitment from these companies, in which the directors have a material interest that they will continue to provide sufficient funds to the parent company for these purposes. The companies in which the directors have a material interest are profitable entities, with strong net asset positions and the directors are confident over their ability to provide such funds as and when required. It is on this basis that the directors consider it to be appropriate to prepare the financial statements on a going concern basis.

Turnover

Turnover and operating profit for the period is principally attributable to investment property rental, value of development stock and work in progress sold during the period and fees from management contracts.

Revenue from sales of investment and development properties are recognised on completion of contracts.

Rental income is recognised when due. Any amounts received in advance or arrears are included in debtors or creditors as applicable.

Turnover is derived from activities undertaken in the United Kingdom.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009

4. Profit / (loss) Per Share

The calculation of loss per share is based on losses of £958,000 (2008 - losses of £2,151,000) and on 4,820,247 (2008 - 4,820,247) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

5. Reconciliation of Shareholders' funds

31 December 2009 31 December 2008 £ 000 £000 Brought forward 6,277 8,430 Profit / (loss) for the year (958) (2,151) Purchase of own shares (-) (2) Revaluation reserve utilised 19 - Dividends - - Closing shareholders' funds 5,300 6,277 6. Dividend

No interim or final dividend has been paid or proposed during the year.

7. Reconciliation of operating (loss) / profit to net cash flows from operatingactivities Year ended 31 Year ended 31 December 2009 December 2008 £000 £000 Operating profit / (loss) (891) (1,665) Depreciation 44 43 Decrease / (increase) in work in progress 3,134 (107) (Increase) / Decrease in debtors 86 (1,151) (Decrease) in creditors (158) 336 Net cash inflow / (outflow) from operating 2,215 (2,544)activities

8. Analysis of changes in net cash / (debt)

31 December Cashflows 31 December 2008 2009 £000 £000 £000 Net Cash Cash at bank and in hand 137 (100) 37 Bank overdrafts (-) (-) (-) 137 (100) 37 Debt Bank loans (2,275) 2,275 - Net (debt)/cash (2,138) 2,175 37

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009

9. Reconciliation of net cash flow to movement in net cash

2009 2008 £000 £000 Increase / (decrease) in cash in the year (100) (1,939) Cash flow from loans 2,275 (775) Movement in net cash/(debt) 2,175 (2,714) in the year Net (debt)/cash at 1 January 2009 (2,138) 576 Net cash / (debt) at 31 December 2009 37 (2,138)

10. Own Shares

Own shares held at 31 December 2009 amounted to £333,583 and comprise 201,663 shares (nominal value - £ 100,831.50) held in treasury. The shares held in treasury were purchased at a weighted average price of £1.65. At 28 May 2010, the total market value of own shares held in treasury was £35,291.

Amicrest Holdings plc

vendor

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