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Final Results

6th Mar 2006 07:00

Lupus Capital PLC03 March 2006 Lupus Capital plc Lupus Capital plc announces its unaudited preliminary results for the year ended 31 December 2005 Highlights: • Proposed major acquisition for £84 million• Sales increase of over 13%• £3.176 million pre tax profits, up almost 7%• 0.41p dividend per share in respect of the year, up over 5%• continued strong cash generation For further information please contact: Alan FrameEquity DevelopmentTelephone 020 7405 777707850 944187 Listed on the London Stock Exchange and classified under "Speciality and otherfinance" CHAIRMAN'S STATEMENT Dear Shareholder, I am very pleased to announce the proposed acquisition of Schlegel, an international door and window seal manufacturerfor £84 million for which we will be holding an EGM on 29 March 2006. Full details are enclosed in the prospectusthat is being published on 6 March. It is also very satisfying to be able to report to you an outstanding year for your company in relation to our existingbusiness. Sales were up 13.2% to £7.479 million (2004: £6.607 million) and adjusted pre-tax profits increased 6.8% to£3.176 million (2004: £2.974 million) before goodwill, the lesot charge and exceptional items. On an unadjusted basisfor the above items the reported pre-tax result for 2004 was a loss of £5.050 million. A growing dividend has also been one of our objectives and we have been able, yet again, to achieve this with a seriesof proposed dividends. We are recommending a final dividend for 2005 of 0.278p (2004: 0.264p) which is an increase of over 5%. This finaldividend will be paid to shareholders following the AGM, which we expect to hold in May 2006. We also intend to pay a special interim dividend of 0.114p per Ordinary Share in respect of the quarter ending 31 March2006 to shareholders on the register on 31 March 2006. This special interim dividend will be paid to shareholders on 21April 2006. In addition we expect to pay, firstly, a further interim dividend of 0.049p for the first half of 2006. These twointerims for existing shareholders will make a total dividend for the first half of 2006 of 0.163p (0.132p) up 23% fromthe 2005 first half. Secondly, we are planning a final dividend for the six months ending 31 December 2006 of 0.292p(2005: 0.278p). Thus we expect, in the absence of unforeseen circumstances, to declare dividends (including the special interimdividend) for the financial year ending 31 December 2006 totalling 0.455p. This is equivalent to a dividend yield of3.25 per cent at the issue price of the shares for the acquisition and will mean an increase for existing shareholdersof almost 11 per cent over the level of 2005 dividends. It is the intention of the Board to maintain a progressivedividend policy in the future. We are very excited about the progress that we are making with your company. Our results are good, backed up bystrong cash generation and a progressive dividend policy. The acquisition of Schlegel, a leading building productsmanufacturer, is yet another step in creating a successful growing international business in line with our strategy ofdeveloping Lupus Capital plc. Yours sincerely, Greg Hutchings3 March 2006 The preliminary announcement was approved by the Board on 3 March 2006. Group Income StatementFor the year ended 31 December 2005 Note 2005 2004* £'000 £'000 Unaudited Audited Revenue 3 7,479 6,607Cost of sales (2,213) (1,838)Gross profit 5,266 4,769 Administrative expenses - administrative expenses 3 (2,180) (1,822) - lesot charge 3 - (6,715) - exceptional restructuring costs - (1,309)Total administrative expenses (2,180) (9,846) Operating profit/(loss) 3 3,086 (5,077)Interest receivable and similar income 5 316 251Interest payable and similar charges 5 (226) (224) Profit/(loss) on ordinary activities before taxation 3,176 (5,050)Taxation 6 (1,025) (538) Profit/(loss) on ordinary activities attributable to 2,151 (5,588)shareholders of the company Earnings/(loss) per share - basic and diluted 8 0.90p (2.49p) *restated under IFRS (see notes 2 and 24) There were no recognised income and expense other than the profit for the year. All results relate to continuing operations. Group balance sheetAs at 31 December 2005 Note 2005 2004* £'000 £'000 Unaudited Audited Non-current assetsIntangible assets 9 11,421 11,421Property, plant and equipment 10 443 396 11,864 11,817Current assetsInventories 11 331 251Trade and other receivables 12 2,965 2,323Cash and cash equivalents 19 2,654 1,649 5,950 4,223 17,814 16,040 Current liabilitiesFinance lease obligations (1) -Current tax (718) (518)Trade and other payables 13 (1,196) (854) (1,915) (1,372) Non-current liabilitiesFinance lease obligations 14 (2) -Deferred tax 14 (19) - (21) - Net assets 15,878 14,668 Capital and reservesCalled up share capital 17 1,188 1,188Merger reserve 18 10,389 10,389Lesot reserve 18 - (8,201)Profit and loss account 18 4,301 11,292Shareholders' funds 15,878 14,668 *restated under IFRS (see notes 2 and 24) Group Statement of Changes in EquityFor the year ended 31 December 2005 2005 2004* Note £'000 £'000 Unaudited Audited Opening equity 18 14,668 13,161 Profit/(loss) for the financial year 18 2,151 (5,588) Lesot cost included in loss for the year - 6,715 Shares issued net of costs - 1,231 Dividends paid or legally committed to be paid on 18 (941) (851)ordinary shares Closing equity 15,878 14,668 *restated under IFRS (see note 24) Group cash flow statementFor the year ended 31 December 2005 2005 2004* £'000 £'000 Unaudited Audited Cash flows from operating activitiesOperating profit/(loss) 3,086 (5,077) Depreciation 58 55Movement in inventories (80) -Movement in receivables (642) 548Movement in payables 342 (575)Lesot cost included in operating loss - 6,715 Interest received 316 252Interest paid (226) (221) UK corporation tax paid (806) (489) Net cash inflow from operating activities 2,048 1,208 Investing activitiesProperty, plant and equipment (102) (36) Net cash outflow from investing (102) (36)activities FinancingIssue of shares net of costs - 1,231Equity dividends paid (941) (851) Net cash (outflow)/inflow from financing (941) 380activities Increase in cash and cash equivalents 1,005 1,552 *restated under IFRS (see note 24) Notes to the accounts 1. Accounting policies 1.1 Going concern basis The financial statements have been prepared on the going concern basis. 1.2 Accounting convention The financial statements have been prepared on a historical cost basis in accordance with applicableInternational Financial Reporting Standards (IFRS) as adopted by the EU and with IFRS1 "First time adoption ofInternational Financial Reporting Standards". The comparative information for the year ended 31 December 2004 waspreviously reported under applicable UK accounting standards (UK GAAP) and has been restated where necessary. Therelevant changes of accounting policies are as follows: (a) Goodwill The previous requirement to amortise goodwill is replaced by an impairment review of goodwill based upon the value ofthe Company's investments. The directors have conducted an impairment review and have concluded that the value atwhich Gall Thomson Environmental Limited (Gall Thomson) was stated in the Company's balance sheet at 1 January 2004 andthe value at which KLAW Products Limited was stated in the balance sheet of Gall Thomson at 1 January 2004 are notgreater than the realisable values of those investments. Therefore the carrying value of goodwill is the value as at 1January 2004 and no further provision has been made against that value. (b) Dividends Dividends payable are no longer recorded as liabilities until a legal requirement to pay them has arisen. As explainedin note 7 below, payment of the final dividend for the year 2004 did not become a legal obligation of the Company untilafter 30 June 2005. Therefore this dividend is added back to the shareholders' funds previously shown as at 31 December2004 and is not deducted from shareholders' funds as at 30 June 2005. During the comparative period ended on 30 June2004, the final dividend for the year ended 31 December 2003 had become a legal obligation of the Company, having beenapproved by shareholders at the AGM in May 2004 (although it had not yet been paid in cash). The financial effects of these changes upon the results for the year ended 31 December 2004 are set out in note 2below. 1.3 Basis of consolidation The Group financial statements consolidate those of the Company and its subsidiary undertakings (see note 13) drawn upto 31 December each year. 1.4 Revenue Revenue represents the value of work completed for customers during the year net of VAT. 1.5 Cash and cash equivalents Cash and cash equivalents include cash at bank and in hand as well as short-term highly liquid investments such asmoney market instruments and bank deposits. Money market instruments are financial assets carried at fair valuethrough profit or loss. 1.6 Financial instruments Financial assets and liabilities are recognised on the Group's balance sheet when the Group becomes a party to thecontractual provisions of the instrument. Trade receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverableamounts. Trade payables are stated at their nominal amount. 1.7 Bank borrowings Interest bearing bank loans and overdrafts are recorded at the proceeds received. All borrowing costs are expensed asincurred, on an accruals basis, to the Group income statement using the effective interest rate method. 1.8 Property, plant and equipment Property, plant and equipment are stated at cost less depreciation. Depreciation is provided on all assets exceptfreehold land at rates calculated to write off the cost less estimated residual value of each asset on a straight-linebasis over its expected useful life, at the following annual rates: Freehold buildings 2% Plant and machinery 15% to 25% Motor vehicles 20% to 25% The carrying values of tangible fixed assets are reviewed for impairment periodically if events or changes incircumstances indicate that the carrying value may not be recoverable. 1.9 Leasing Rentals payable under operating leases are charged to the profit and loss account on a straight-line basis over thelease term. 1.10 Inventories Inventories were valued at the lower of cost and net realisable value. Cost is determined on a purchase cost basis.Work-in-progress includes materials and labour costs and an appropriate proportion of overheads incurred on uncompletedcontracts at the year end. 1.11 Pensions The Group operates defined contribution pension schemes within Gall Thomson Environmental Limited. Contributions arecharged to the profit and loss account as incurred. 1.12 Deferred taxation Income tax expense represents the sum of the current tax and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reportedin the income statement because it excludes items of income or expense that are taxable or deductible in other yearsand it further excludes items that are never taxable or deductible. The Group's liability for current tax iscalculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets andliabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit andis accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for alltaxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxableprofits will be available against which deductible temporary differences can be utilised. Such assets and liabilitiesare not recognised if the temporary difference arises from goodwill (or negative goodwill) or from the initialrecognition (other than in a business combination) of other assets and liabilities in a transaction that affectsneither the tax profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries andassociates, and interests in joint ventures, except where the Group is able to control the reversal of the temporarydifference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it isno longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates enacted at the balance sheet dates and that are expected to apply in theperiod when the liability is settled or the asset realised. Deferred tax is charged or credited in the incomestatement, except when it relates to items charged or credited directly to equity, in which case the deferred tax isalso dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authorityand the Group intends to settle its current tax assets and liabilities on a net basis. 1.13 Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetaryassets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balancesheet date. All differences are taken to the Group income statement. 1.14 Share-based employee remuneration All share-based payment arrangements are recognised in the consolidated financial statements. The group operates anequity-settled share-based remuneration plan for remuneration of its employees. All employee services received in exchange for the grant of any share-based remuneration are measured at their fairvalues. These are indirectly determined by reference to the fair value of the share options awarded. Their value isappraised at the grant date and excludes the impact of any non-market vesting conditions (for example, profitabilityand sales growth targets). All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit toadditional paid-in capital, net of deferred tax where applicable. If vesting periods or other vesting conditionsapply, the expense is allocated over the vesting period, based on the best available estimate of the number of shareoptions expected to vest. Upon exercise of share options, the proceeds received net of any directly attributable costs up to the nominal value ofthe shares issued are allocated to share capital with any excess being recorded as share premium. 2. Reconciliation of effect of adoption of IFRS The restatements required by the changes in accounting policy, as set out in note 1 above, are as follows: (a) Loss after taxation Year ended 31 December 2004 £'000 Loss for the financial year, as previously stated under UK GAAP (6,328) Amortisation of goodwill written back 740 As reported under IFRS (5,588) (b) Net assets At 1 January 2005 At 1 January 2004 (unaudited) (unaudited) £'000 £'000 Opening net assets, as previously stated under 13,301 12,610UK GAAP Proposed dividends written back 627 551Amortisation of goodwill added back 740 - As reported under IFRS 14,668 13,161 3. Revenue and operating profit Revenue is attributable to the continuing operations of Gall Thomson Environmental Limited and its subsidiary, statednet of VAT. All revenue is based in the United Kingdom and is related to oil services. 2005 2004 £'000 £'000 Revenue 7,479 6,607Cost of sales (2,213) (1,838)Gross profit 5,266 4,769 Administrative expenses (2,180) (3,131)Operating profit, before lesot charge 3,086 1,638Lesot charge - (6,715)Operating profit/(loss) 3,086 (5,077) Revenue by destination 2005 2004 £'000 £'000 United Kingdom 990 622Other European countries 3,839 2,049North America 908 594South America 388 141Africa 39 161Middle East 706 1,971Asia Pacific 609 1,069Total 7,479 6,607 Operating profit is stated after charging 2005 2004 £'000 £'000 Depreciation of property, plant and equipment - 58 55owned assetsOperating lease rentals - land and buildings 86 84Auditors' remuneration - audit services 36 19Auditors' remuneration - other services 14 8Foreign exchange (profit)/loss (39) 29 The other services provided by the auditors related to the provision of taxation services which the directors considerit cost effective for the auditors to provide. Segmental analysis All profits, losses and net assets in the year ended 31 December 2005 and 31 December 2004 were attributable to oilservices, which are deemed to be continuing activities. 4. Employees Number of employees The average monthly number of employees (including directors) of the Groupduring the financial year was: 2005 2004 Number Number Administration 15 16Operations 18 16 33 32 Employment costs Employment costs of these employees during the year were as follows: 2005 2004 £'000 £'000 Wages and salaries 1,565 1,310Social Security costs 192 158Other pension costs 85 83 1,842 1,551 5. Interest receivable and payable 2005 2004 £'000 £'000 Bank interest receivable 316 251Interest payable on bank overdraft (226) (224) 90 27 6. Taxation a). Factors affecting the tax charge in theyear:The tax assessed for the year differs from thestandard rate of tax in the UK (30%). Thedifferences are explained below: 2005 2004 £'000 £'000 Profit/(loss) from ordinary activities before taxation 3,176 (5,050) Rate of corporation tax in the UK of 30% (2004: 30%) 952 (1,515)Effects of:Expenses not deductible for tax purposes: Charge in respect of transfer of shares to lesot - 2,014 Legal charges in respect of share issues - 63 Other items 42 2Capital allowances in advance of depreciation 12 (3)Other timing differences 19 (69)Corporation tax rate difference - (8)Offset of Advanced Corporation Tax - (5)Adjustment in respect of prior periods - 59Current tax for the year 1,025 538 Comprising:Current tax expense 1,006 539Deferred tax expense 19 (1) 1,025 538 b). Factors that may affect future tax charges: There are estimated tax losses of £11,954,000 (2004: £11,954,000) within the Group, comprising capitallosses of £6,760,000 and other tax losses of £5,194,000. As the future use of these losses is uncertain,in accordance with the Group's accounting policy no deferred tax asset has been recognised in respect ofthem. The amounts of deferred tax not recognised are as follows: 2005 2004 £'000 £'000 Tax losses (1,558) (1,558)Capital losses (2,028) (2,028)Other short term timing differences - (3,586) (3,586) 7. Dividends 2005 2004 £'000 £'000Dividends reflected in the financial statements:Interim dividend at 0.132p per share (2004: 0.126p) 314 300Final dividend paid for the year 2004 at 0.264p (2003: 0.25p) 627 551 941 851Dividends not reflected in the financial statements:Proposed final dividend for the year 2005 at 0.278p per share 661 627(2004: 0.264p) 8. Earnings/(loss) per share The calculation of basic earnings/(loss) per share is based on the profit/(loss) after taxation for the financial yearand on a weighted average number of shares in issue during the year of 237,696,286 ordinary shares of 0.5p (2004:weighted average 224,306,337). There are no dilutive instruments in issue. 9. Intangible fixed assets Intangible fixed assets comprise goodwill arising on consolidation of Gall Thomson Environmental and based upon thevalue of the Company's investment. Goodwill arising on consolidation £'000 Net book value, as restated under IFRSAt 1 January 2005 and at 31 December 2005 11,421 All goodwill relates to the ongoing business stream in Gall Thomson Environmental and the single activity of the Group.The recoverable amount was determined on its value in use calculation using a detailed three year forecast followedby an extrapolation of expected cash flows at the growth rates below: 2005 2004 Growth rates 0% 0%Discount rate 5.7% 5.7% The key assumptions for the business include stable operating margins, based on past experience. 10. Property, plant and equipment Freehold Plant land and and Motor buildings machinery vehicles Total £'000 £'000 £'000 £'000 Gross carrying amount 207 424 8 639Accumulated depreciation and (34) (182) (8) (224)impairmentCarrying amount 1 January 2004 173 242 - 415 Gross carrying amount 207 460 8 675Accumulated depreciation and (39) (232) (8) (279)impairmentCarrying amount 31 December 168 228 - 3962004 Gross carrying amount 292 477 11 780Accumulated depreciation and (45) (284) (8) (337)impairmentCarrying amount 31 December 247 193 3 4432005 The carrying amounts of property, plant and equipment for the period presented in the Group financial statements as at31 December 2005 are reconciled as follows: Freehold Plant land and And Motor Buildings Machinery vehicles Total £'000 £'000 £'000 £'000 Carrying amount 1 January 2004 173 242 - 415 Additions - 36 - 36Depreciation (5) (50) - (55) Carrying amount 31 December 2004 168 228 - 396 Additions 85 17 3 105Depreciation (6) (52) - (58) Carrying amount 31 December 2005 247 193 3 443 11. Inventories 2005 2004 £'000 £'000 Raw materials and consumables 194 121Work-in-progress 125 116Finished goods 12 14 331 251 12. Trade and other receivables 2005 2004 £'000 £'000 Trade receivables 2,812 2,114Other receivables 91 90Prepayments and accrued income 62 119 2,965 2,323 13. Trade and other payables 2005 2004 £'000 £'000 Trade payables 307 224Other taxes and social security costs 102 51Accruals and deferred income 787 579 1,196 854 14. Non-current liabilities 2005 2004 £'000 £'000 Finance lease obligations 2 -Deferred taxation 19 - 21 - 15. Borrowings The Group has an overdraft facility of £100,000, which falls due for renewal on 31 October 2006. No use has been madeof gearing during 2005 to sustain the Group's operations. 16. Financial instruments: risk profile The Group's principal financial instruments have comprised bank loans, finance leases and hire purchase contracts, andcash and short-term deposits. The Group has various other financial instruments such as trade debtors and tradecreditors that arise directly from its operations. No trading in financial instruments is undertaken. The Board reviews and agrees policies for managing each financial instrument risk and they are summarised below. Thedisclosures in this note exclude information relating to short-term Debtors and creditors, except relating to creditrisk and foreign currency risk. Credit risk The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheetare net of allowances for doubtful receivables, estimated by the Group's management based on prior experience and theirassessment of the current economic environment. The credit risk on liquid funds is limited because the counterparties are reputable international banks. Liquidity risk During the year ended 31 December 2005 the Group operated without borrowings. The Board continues to keep theliquidity position under review. Interest rate risk profile of financial liabilities The Group had an overdraft facility, but this was not used for borrowing purposes, as described in note 15 above. Nobalance was outstanding at 31 December 2005 (2004: £Nil). Interest rate risk of financial assets The Board periodically reviews any exposure the Group may have to interest rate fluctuations. The weighted averageinterest rate received on deposited funds was 4.07% during the year. Foreign currency risk The Group's subsidiary, Gall Thomson Environmental, conducts part of its business in US dollars. Gall ThomsonEnvironmental held the following balances denominated in US dollars as at 31 December: 2005 2004 £'000 £'000 Debtors 436 398Cash 45 36Creditors (30) (26) The Group keeps under review the extent of its exposure to currency fluctuations. Fair values The directors consider there to be no material difference between the book value and fair value of the Group'sfinancial instruments in either financial year. 17. Share capital 2005 2004 £'000 £'000 Authorised: 500,000,000 (2004: 500,000,000) Ordinary shares of 2,500 2,5000.5 pence each Allotted, called up and fully paid:237,696,286 (2004: 237,696,286) Ordinary shares of 0.5 pence each 1,188 1,188 47,539,257 ordinary shares are held by the trustees of the Lupus Employee Share Ownership Trust ("the lesot") under theemployee incentive arrangements described in the circular dated 21 January 2004 and approved by shareholders on 16February 2004. The lesot subscribed for the shares in cash at a price of 17.25p per share using funds contributed tothe lesot by the Company. The issue of the shares to the lesot gave rise to an additional £237,696 of paid up share capital and £7,962,826 ofshare premium, offset by a charge to the reserves of £8,200,522. There was no change to the net assets of the Companyas a result of the share issue. However, there was a reduction of £8,200,522 in the distributable reserves, whichwould have impeded the Company's ability to pay dividends. An extraordinary general meeting of shareholders on 24 May2005 approved a reduction of the entire share premium account to create a reserve to offset the deficit ondistributable reserves. The approval of the Court was also obtained and the share premium account was reducedaccordingly. The Company requested the trustees of the lesot to hold the shares for the benefit of the family of Greg Hutchings,executive chairman of the Company. On 31 December 2005 that request became unconditional, since Mr Hutchings was stillemployed by the Company at that date. Contingent rights to the allotment of shares At 31 December 2005 there were 714,285 contingent rights to the allotment of shares, in respect of options granted toMr Hutchings under the EMI scheme. The shares held by the lesot are available to satisfy these contingent rights. 18. Movements on share capital and reserves Share Profit Share Premium Merger Lesot and loss Capital Account Reserve Reserve Account Total £'000 £'000 £'000 £'000 £'000 £'000 At 1 January 2004 864 4,709 10,389 - (2,801) 13,161Shares issued net of costs 86 1,145 - - - 1,231Lesot share issue 238 7,963 - (8,201) - -Capital reorganisation - (13,817) - - 13,817 -Loss for the year - - - - (5,588) (5,588)Lesot cost included in loss for - - - - 6,715 6,715the yearDividends - - - - (851) (851)At 1 January 2005 1,188 - 10,389 (8,201) 11,292 14,668Lesot share issue - - - 8,201 (8,201) -Profit for the year - - - - 2,151 2,151Dividends paid - - - - (941) (941)At 31 December 2005 1,188 - 10,389 - 4,301 15,878 The cost of lesot shares is no longer identified separately in the reserves, reflecting the fact that the residualelement of control on the part of the Company has ceased to be effective. Included within the profit and loss account above, is £96,000, which represents an amount transferred to a SpecialReserve within the accounts of a subsidiary company under the terms of a Court Order on a reduction in share capital ofthat company. 19. Cash and cash equivalents 1 January Cash 31 December 2005 flow 2005 £'000 £'000 £'000 Cash at bank and in hand 1,649 1,005 2,654 20. Contingent liabilities The Group's banking arrangements include a cross corporate guarantee for bank overdrafts and borrowings of all groupundertakings, which are included within set-off arrangements. At 31 December 2005, the Group had overdraft facilitiesavailable to it of £100,000, none of which was utilised. 21. Financial commitments The Group had future annual lease commitments under non-cancellable operating leases as at 31 December as follows: Land and buildings 2005 2004 £'000 £'000Expiry date:Within one year 62 -Between one and five years 8 84 Present value of minimum lease 69 81payments 22. Investments in subsidiaries Details of the principal subsidiaries of the Group, all of which are wholly owned, incorporated and operate in England,are as follows: Nature of business Gall Thomson Environmental Limited Oil servicesKLAW Products Limited* Industrial couplingsOctroi Group Limited Investment companyLupus Capital Management Limited Management services *held by a subsidiary 23. Annual report Copies of the annual report and accounts will be sent to shareholders in the near future and will be obtainable fromthe Company's head office at 85 Buckingham Gate, London SW1E 6PD and from the Company's website www.lupuscapital.co.uk. 24. Status of this report The financial information set out in the announcement, which was approved by the Board of Directors on 2 March 2006, isunaudited and does not constitute the Company's statutory accounts for the years ended 31 December 2004 or 2005. Thefinancial information for the year ended 31 December 2004 is derived from the statutory accounts for that year, whichhave been delivered to the Registrar of Companies, as subsequently restated under IFRS. The auditors reported on thoseaccounts: their report was unqualified and did not include a statement under Section 237(2) or 237(3) of the CompaniesAct 1985. The statutory accounts for the year ended 31 December 2005 will be finalised on the basis of the financialinformation presented by the directors in this preliminary announcement and will be delivered to the Registrar ofCompanies following the Company's annual general meeting. This information is provided by RNS The company news service from the London Stock Exchange

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