QUESTER VCT PLC ("the Company")
Summary of results for the year ended 31 January 2003
Per Ordinary Share 2003 2002 2001 2000 1999 1998
(pence)
Capital Values
Net asset value 58.4 78.3 159.3 136.5 110.1 107.6
Share price 54.0 87.5 163.0 150.0 89.0 102.0
Return and
Dividends
Dividend - - 28.0 5.8 2.4 2.8
Cumulative dividend 41.5 41.5 41.5 13.5 7.7 5.3
Total Return* 99.9 119.8 200.8 150.0 117.8 112.9
*Net asset value
plus cumulative
dividend
Shareholder information
Annual General Meeting 11.00 a.m. on 18 June 2003
CHAIRMAN'S STATEMENT
Introduction
The year ended 31 January 2003 saw a continuation of the difficult conditions
on which we commented in the last Annual Report. Stock market sentiment
generally continued to be adverse with valuations in the technology-related
sector, in which the Company holds a number of investments, continuing to be
hard hit. At the same time, the business conditions faced by small companies,
particularly in the technology-related sector, and the financing environment
for such companies remained very difficult.
During the year the Company achieved the realisation of two significant
unquoted investments, resulting in a useful gain in each case. However, the
difficult business and financing conditions referred to above had an adverse
effect on a number of companies in the venture capital portfolio, requiring
increases in the provisions held against a number of the unquoted investments.
Overall, total recognised losses for the year amounted to �7.0 million or 20.1
pence per share, resulting in a reduction in the net asset value per share to
58.4 pence at 31 January 2003. After taking account of share buy-backs, the net
asset value of the Company has been reduced from �27.6 million at 31 January
2002 to �20.3 million at 31 January 2003.
Whilst the fall in the net asset value at this stage is very disappointing, the
total return attributable to original investors in the Company (i.e. the net
asset value per share at 31 January 2003 taken together with the dividends of
41.5 pence already paid) remains at almost exactly the original subscription
price of 100 pence. The current portfolio, however, includes investments that
we believe have significant potential for the future.
In accordance with the Articles of Association, a proposal for the continuation
of the Company is to be put to shareholders at the Annual General Meeting.
Venture Capital Portfolio Performance
Apart from the two realisations of unquoted investments, the performance of the
venture capital portfolio generally has reflected difficult stock market and
business conditions.
Stock market movements resulted in a decline of �741,000 in the valuation of
the quoted venture capital investments. The residual holding of quoted stock in
Orchestream Holdings plc, which had produced a substantial gain for the Company
at the time of the IPO in June 2000, was disposed of under a takeover offer.
The Company's portfolio of unquoted investments, which contains a relatively
high proportion of early stage businesses operating in a number of technology
areas, continued to suffer from the harsh economic environment. As a result, it
has been necessary to make further provisions in respect of certain businesses
that have fallen behind plan. Provisions made during the year in respect of
unquoted venture capital investments included �3.9 million treated as permanent
diminutions in value (and accounted for as realised losses) and a further �3.0
million treated as unrealized losses.
In present business and market conditions, the valuation of unquoted
investments involves a difficult exercise of judgment.The Board considers that,
after careful review, the valuations adopted at 31 January 2003 give a fair
reflection of the overall value of the unquoted portfolio in accordance with
the Guidelines issued by the British Venture Capital Association (BVCA).
A further �2.2 million was committed during the year as additional investment
in existing portfolio companies.
A more detailed review of the performance of the venture capital portfolio is
provided in the investment manager's report.
Income Statement and Dividends
The profit and loss account for the year ended 31 January 2003 shows a loss
before tax of �2.7 million, no tax being payable.This includes net capital
gains on realisation of investments of �1.5 million, less provisions
representing permanent diminutions in value of �3.9 million referred to above
and a deficiency of income against expenses of �345,000. Net losses per share
amounted to 7.8 pence.
The Statement of Total Recognised Gains and Losses shows net unrealized losses
totalling �4.3 million (12.3 pence per share), relating to the decline in value
of the quoted venture capital investments and the portfolio of FTSE 350
equities and the provisions made against a number of the unquoted venture
capital investments.
The total return attributable to shareholders for the year amounted to a net
loss of �7.0 million or 20.1 pence per share.
In these circumstances, the directors do not recommend the payment of a
dividend. The retention of the cash proceeds of the realisations, in current
market conditions, strengthens the Company's ability to take advantage of
opportunities for generation of future value by continuing to invest in the
existing portfolio.
A transfer has been made from the special reserve created on 3 November 2000
following the reduction of share premium account, representing the total of
realized losses on investments incurred since that date (i.e. in the year ended
31 January 2002 as well as the year ended 31 January 2003). The amount of the
transfer is �11.5 million. Following this transfer, the profit and loss account
shows a net credit balance at 31 January 2003 of �2.9 million.
Balance Sheet
At 31 January 2003 the total of venture capital investments, at valuations in
accordance with BVCA Guidelines, amounted to �13.4 million including �796,000
in quoted venture capital investments (3.9% of net assets) and �12.6 million in
unquoted investments (62.3% of net assets).
Many of the companies in which Quester VCT has invested will require further
rounds of finance as they grow. It is important that Quester VCT should be in a
position to contribute to this funding process, provided the companies
concerned continue to make satisfactory progress. For this purpose the Company
holds reserves for follow-on investment in existing portfolio companies. These
reserves
are represented in terms of assets by the portfolio of FTSE 350 equities and
fixed-interest securities.
At 31 January 2003 the overall value of the portfolio of FTSE 350 equities and
fixed interest securities amounted to �5.4 million comprising �3.8 million in
fixed-interest securities (18.8% of net assets) and �1.6 million in equities
(8.0% of net assets). These reserves for follow-on investment are considered
currently to be at a satisfactory level in relation to the likely requirements.
Outlook
We remain cautious but positive about the outlook for the Company and its
investments. The portfolio includes investments that we believe have
significant potential for the future. However, present indications are that
difficult stock market and business conditions will continue for some time yet.
In the current environment, therefore, it seems likely that the realisation of
value from many of the investments will require more time than might previously
have been anticipated.
For the year ending 31 January 2004 and in future, given a continuation of the
Company (see below), it will be the intention of the Board to continue with the
policy of maximum dividend distribution - i.e., subject to legal requirements
and the need to retain cash to meet ongoing financial requirements, to seek
each year to maximise the dividend payable from available distributable profits
including capital gains achieved on investment realisations. The transfer that
has been made from the special reserve, as referred to above, will enable
dividends to be paid out of capital gains achieved on future investment
realisations at an earlier date than would otherwise be possible, although the
effect may be to some extent to reduce the capital base of the Company. In
current market conditions, however, it is not possible to predict either the
timing or level of the realisation of capital profits, and accordingly the
amount and timing of future dividends remains uncertain.
Continuation of the Company/Annual General Meeting
It was stated in the prospectus of the Company dated 22 February 1996 and
similarly in the prospectus dated 16 January 1997 that in order to avoid
crystallizing investors' capital gains tax liability, in the case of investors
obtaining re-investment relief (now called "deferral relief "), the directors
considered it desirable that shareholders should have an opportunity to review
the future of Quester VCT at appropriate intervals.
Accordingly, the Articles of Association of the Company require the directors
to put a proposal for the continuation of Quester VCT to shareholders at the
Company's seventh Annual General Meeting and thereafter at five yearly
intervals. The Notice of the Annual General Meeting of the Company to be held
on 18 June 2003 includes a resolution to this effect.
In deciding to put forward this proposal in line with the Articles of
Association, the directors have given the most careful consideration to the
advantages and disadvantages of (a) a continuation of the Company and (b) the
alternative of a voluntary winding up of the Company. Full details are set out
in the Background to the Resolution for the Continuation of the Company section
of the Annual Report.
It is the Board's view that the interests of shareholders would be best served
by a continuation of the Company, enabling the potential of the portfolio to be
developed over an appropriate timescale and with an ongoing contribution from
members of the Quester team in the key strategic planning decisions faced by
the investee company managements. The Board accordingly recommends that
shareholders vote in favour of the resolution.
Andrew Holmes and John Spooner, by reason of their interests in the Company's
investment manager, Quester Capital Management Limited, did not participate in
the vote of the Board on this matter.
The directors believe that the proposal relating to the continuation of the
Company is in the best interest of shareholders generally. Accordingly, the
Board recommends shareholders to vote in favour of the resolution on this
matter to be proposed at the Annual General Meeting as all the directors intend
to do in respect of their aggregate beneficial holdings of 867,157 ordinary
shares representing approximately 2.5% of the issued share capital of the
Company.
Tom Scruby
Chairman
30 April 2003
INVESTMENT MANAGER'S REPORT
Introduction
The year ended 31 January 2003 was another challenging one for the Company.
Generally, the portfolio has continued to feel the pressure of the ongoing
economic downturn. Some of the investments of Quester VCT are clearly making
encouraging progress, while others have continued to fall behind previous
expectations.
While these conditions have produced a disappointing result in the accounts for
the year ended 31 January 2003, with a further decline in the net asset value,
it is clear that the portfolio holds a number of attractive investments with
good potential for future capital growth.
Progress of the venture capital portfolio
During the year we have supported a number of companies in the investment
portfolio with further rounds of finance and also made a significant
contribution to their key strategic business planning decisions.
A total of �2.2 million has been provided in additional financial support to 10
of the unquoted portfolio companies. Of this total, �1.3 million has been
provided to companies included in the ten largest unquoted venture capital
investments, including Advanced Valve Technologies Limited, Bowman Power
Limited and HTC Healthcare Group plc. Others receiving further investment
included The Casella Group Limited and Chelsea Stores Limited.
Over the past year, the business conditions faced by small companies,
particularly in technology-related sectors, have been very difficult, and some
of the companies in which Quester VCT has invested have suffered as a result.
The portfolio suffered two business failures during the year, Acedes Gear Tools
Limited and Purple Technologies Limited (substantial provisions had already
been made against the cost of these investments in the accounts at 31 January
2002). Provisions have been made in respect of a number of other investments
where the business has fallen behind plan or to reduce valuations in order to
reflect current conditions in the private equity market. Overall, amounts
written off during the year (including in respect of the two business failures)
and other provisions against cost of the unquoted venture capital investments
totalled �6.9 million, of which write-offs and provisions representing
permanent diminutions in value totalled �3.9 million, while provisions
representing unrealised losses totalled a further �3.0 million.
On the positive side, the Company was able to effect some good profitable
realisations during the year. Realised profits of �1.7 million were generated
from the sale of two unquoted investments, HMV Media Group plc and Pipeline
Engineering and Supply Co. Limited.The exit from HMV was achieved following its
IPO when we took the opportunity to sell our entire holding, generating an
accounting profit of �1.45 million on cash proceeds of �2.3 million.The
Pipeline exit resulted in a
realised profit for the period of �228,000 on cash proceeds of �600,000.
A take-over offer was accepted in respect of the residual holding in
Orchestream Holdings plc, realising proceeds of �208,000 and a loss of �148,000
against the carrying value at 31 January 2002 (Orchestream had already
delivered a significant gain for the Company at the time of its IPO in 2000,
the overall result on this investment, including the final tranche now sold,
being a net gain of �575,000 on an original cost of �1,250,000). A take-over
offer was also accepted in respect of Deep
Sea Leisure plc and part of the remaining holding in Surfcontrol plc was sold
in the market, these transactions together realising proceeds of �410,000
against a similar carrying value at 31 January 2002.
Movements in share prices over the year resulted in an unrealised loss of �
741,000 on the remaining quoted venture capital investments.
Venture capital investments made during the year
Follow-on investments were made during the year as shown below:
Company Industry Sector �'000
Advanced Valve Technologies Limited Industrial products & 496
services
Bowman Power Limited Energy 500
The Casella Group Limited Industrial products & 225
services
Chelsea Stores Limited Consumer goods 201
Communication & Control Electronics Electronics 113
Limited
HTC Healthcare Group plc Consumer services 200
Other investments (4) 488
2,223
Sector analysis of the venture capital portfolio
The portfolio of Quester VCT is balanced by sector and well spread. A summary
of the sectors covered by the portfolio is as follows:
Industry Sector Percentage of Valuation at Number of
portfolio at investments
valuation 31 January 2003
% �'000
Software 28.1 3,771 9
Consumer goods & services, 19.8 2,666 5
leisure and publishing
Energy 11.4 1,526 1
Industrial products & 11.1 1,488 4
services
Semiconductors 9.4 1,263 1
Internet 9.1 1,222 2
Electronics & communications 6.9 932 3
Healthcare 4.2 563 1
100.0 13,431 26
Valuation of the venture capital portfolio
The unquoted investments have been valued in line with the accounting policies
detailed in the Annual Report, which are based on the Guidelines issued by the
British Venture Capital Association.
Setting reasonable valuations on venture capital investments - especially in
current market conditions - presents difficult issues of judgment. As noted
above, provisions have been made in respect of a number of investments where
the business concerned has fallen behind plan or to reduce valuations in order
to reflect current conditions in the private equity market (i.e. where, in the
case of the company concerned, the need for a new funding round is approaching
and the previous round valuation at which the investment has been held looks
high in current conditions).
Among the "ten largest unquoted venture capital investments", two are carried
at valuations above cost, namely CDC Solutions Limited and Sift Group Limited
(the valuations in each case being based on the last round price), while six
are carried at cost and two, namely International Diagnostics Group plc and
Advanced Valve Technologies Limited, at cost less a provision (in each case
reflecting the fact that the business concerned had fallen behind plan).
In relation to valuation reductions to reflect current conditions in the
private equity market, a case in point is Anadigm Limited, an early stage
company that has been making good progress in its business and which we
consider to have good prospects for the future: the valuation, which at 31
January 2002 reflected the last round price, has nevertheless been reduced to
cost.
Outlook for the venture capital portfolio
Quester's investment team regularly conducts reviews of the portfolio to
identify those investee companies considered most likely to provide attractive
opportunities for capital growth, to review the potential requirements of such
companies for further rounds of finance and to determine what actions members
of the team can take in helping the managements of these companies develop the
full potential of their businesses.
The most recent review has been of particular importance in view of the
requirement of the Articles of Association that a proposal for the continuation
of Quester VCT be put to shareholders at the forthcoming Annual General
Meeting. The conclusion of this review has been to confirm that, while the
business conditions faced by small companies over the last two years have been
very difficult, and some of the companies in which Quester VCT has invested
have suffered as a result, the portfolio holds a number of attractive
investments with good potential for future capital growth.
The summary of the businesses of the ten largest investments shown in the
Annual Report gives a flavour of the significant commercial opportunities that
these companies are seeking to address.
It is emphasized, however, that a number of the companies concerned are still
at a relatively early stage of development. Some of those involved in
technology-related opportunities, for example, while showing satisfactory
underlying development in their businesses, may still have only limited sales
revenues and may still be lossmaking. The relevant table contained in the
Annual Report - setting out information as to turnover, profit or loss before
tax, retained profit or loss and net assets - illustrates this point. That
information is derived from the latest available audited accounts of the
companies concerned, and in some cases relates to financial periods expiring 12
months or more prior to the date of this report. In more recent trading, as
explained in the summary of the businesses, several of the companies, including
CDC Solutions Limited, Sift Group Limited and Sibelius Software Limited, have
moved into profitability and/or positive cash flow.
Reserves for follow-on investment
As noted earlier, many of the companies in which Quester VCT has invested will
require further rounds of finance as they grow. It is important that Quester
VCT should be in a position to contribute to this funding process, provided the
companies concerned continue to make satisfactory progress. For this purpose
the Company holds reserves for further investment in these existing portfolio
companies. These reserves are represented in terms of assets by the portfolio
of FTSE 350 equities and fixed-interest securities referred to below, and are
considered currently to be at a satisfactory level in relation to the likely
requirements.
In current market conditions, the only investments likely to be made in the
current year will be follow-on investments to support the continuing
development of companies in the existing portfolio.
FTSE 350 Equity and Fixed Interest Portfolio
The portfolio of FTSE 350 equities and fixed interest securities is retained as
a reserve for potential future venture capital investment. It is managed on
behalf of the Company by Laing & Cruickshank Investment Management Limited.
The FTSE 350 holdings, covering 20 investments, stood at a valuation of some �
1.6 million against an overall cost of �2.2 million as at the year end,
reflecting an unrealised loss over the year of some �561,000 as a result of
share price movements. The fixed interest holdings with an amortized cost of �
3.8 million were at break-even.
Conclusion
Last year was another difficult period for the Company. We suffered some
disappointments and regret that shareholders, after seeing significant cash
returns from the Company in the years up until 2001, have seen this year a
further fall in the net asset value per share.
Nevertheless, the performance and prospects of a number of companies in the
portfolio give cause for optimism as to the potential for realisation of
substantial capital growth in individual cases and a strong measure of
recovery, over a period of time, in the overall value of the Company's assets.
Quester Capital Management Limited
30 April 2003
FUND SUMMARY AS AT 31 JANUARY 2003
Ten largest venture capital Industry sector Cost Valuation % of
investments fund
�'000 �'000
by value
CDC Solutions Limited Software 1,020 1,770 8.7%
Bowman Power Limited Energy 1,526 1,526 7.5%
Anadigm Limited Semiconductors 1,263 1,263 6.2%
HTC Healthcare Group plc Consumer services 1,000 1,000 4.9%
Sift Group Limited Internet 875 972 4.8%
Methuen Publishing Limited Publishing 751 751 3.7%
Sibelius Software Limited Software 700 700 3.4%
International Diagnostics Healthcare 1,050 564 2.8%
Group plc
Advanced Valve Technologies Industrial products & 2,030 508 2.5%
Limited services
Communication & Control Electronics 488 488 2.5%
Electronics Limited
10,703 9,542 47.0%
Other venture capital 11,755 3,889 19.2%
investments
Total venture capital investments 22,458 13,431 66.2%
Listed fixed interest 3,809 3,816 18.8%
securities
Listed FTSE 350 equities 2,180 1,619 8.0%
Total investments 28,447 18,866 93.0%
Cash and other net current assets 1,429 1,429 7.0%
Net assets 29,876 20,295 100.0%
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2003
Notes 2003 2002
�'000 �'000
Loss on realisation of (2,373) (2,383)
investments
Income 1 412 483
Investment management 2 (494) (723)
fee
Other expenses 3 (263) (453)
Loss on ordinary (2,718) (3,076)
activities before
taxation
Tax on ordinary - -
activities
Loss on ordinary (2,718) (3,076)
activities after
taxation
Dividends paid and - -
proposed
Transfer from reserves (2,718) (3,076)
Basic loss per share 5 (7.8)p (9.4)p
Diluted loss per share 5 (7.8)p (9.4)p
All items in the above statement derive from continuing operations.
The Company has only one class of business and derives its income from
investments made in shares and securities and from bank deposits.
In accordance with Financial Reporting Standard (FRS) 14, the outstanding
options (note 9) give rise to no dilution to the return per share.
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 31 JANUARY 2003
Notes 2003 2002
�'000 �'000
Loss on ordinary activities after (2,718) (3,076)
taxation
Unrealised loss on revaluation of (4,308) (21,911)
investments
Total gains and losses recognised (7,026) (24,987)
during the period
Total recognised losses per share 5 (20.1)p (76.3)p
NOTE OF HISTORICAL COST PROFITS AND LOSSES
FOR THE YEAR ENDED 31 JANUARY 2003
2003 2002
�'000 �'000
Loss on ordinary activities before (2,718) (3,076)
taxation
Realisation of prior years' unrealised (4,112) (1,047)
losses on investments
Historical cost loss on ordinary (6,830) (4,123)
activities before taxation
Historical cost loss for the year (6,830) (4,123)
retained after taxation and dividends
BALANCE SHEET
AS AT 31 JANUARY 2003
Note �'000 �'000
Fixed assets
Investments 18,866 26,152
Current assets
Debtors 847 831
Cash at bank 944 1,400
1,791 2,231
Creditors (amounts falling due within one year) (362) (769)
Net current assets 1,429 1,462
Net assets 20,295 27,614
Capital and reserves
Called-up equity share capital 1,736 1,764
Share premium account 2,787 2,787
Special reserve 17,559 29,302
Revaluation reserve (4,691) (4,495)
Profit and loss account 2,904 (1,744)
Total equity shareholders' funds 20,295 27,614
Net asset value per share 6 58.4p 78.3p
Diluted net asset value per share 6 58.4p 78.3p
Tom Scruby
Chairman
CASHFLOW STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2003
2003 2002
�'000 �'000
Cash outflow from operating activities (670) (770)
Financial investment
Purchase of venture capital investments (2,223) (4,790)
Purchase of FTSE 350 equities and fixed interest (3,490) (5,352)
securities
Sale/redemption of venture capital investments 3,758 412
Sale/redemption of FTSE 350 equities and fixed 2,462 6,399
interest securities
Total financial investment 507 (3,331)
Equity dividends paid - (422)
Financing
Issue of ordinary shares under the terms of the - 54
dividend reinvestment scheme
Issue of shares under the terms of the - 60
subscription share option agreement
Issue of shares (net of issue expenses) - 2,885
Buy-in of shares (286) (164)
Prior year costs associated with the buy-in of (7) -
shares
Total financing (293) 2,835
Decrease in cash for the year (456) (1,688)
Reconciliation of net cash flow to movement
in net funds
Decrease in cash for the year (456) (1,688)
Net funds at the start of the year 1,400 3,088
Net funds at the end of the year 944 1,400
NOTES TO THE FINANCIAL STATEMENTS
1 Income 2003 2002
�'000 �'000
Dividend income
Unlisted companies 34 96
FTSE 350 listed companies 77 77
Interest receivable
Listed fixed interest securities 156 177
Bank deposits 48 83
Loans to unquoted companies 96 46
Other income 1 4
412 483
2 Investment Management Fee
2003 2002
�'000 �'000
Investment management fee 494 723
Quester Capital Management Limited ("QCML") provides investment management
services to the Company under an agreement dated 22 February 1996 as amended by
a supplemental agreement dated 16 January 1997, a second supplemental agreement
dated 30 June 1998 and a third supplemental agreement dated 8 September 1998.
QCML is a wholly owned subsidiary of Querist Limited, a company in which APG
Holmes and JA Spooner are beneficial shareholders. APG Holmes and JA Spooner
are executive directors of QCML.
QCML receives a management fee, payable quarterly in arrears, at the annual
rate of 2.5% on the value of the audited net assets of the Company as at the
end of the previous accounting period. This charge is capped to ensure that the
Company's Running Costs do not exceed 3.25% of the closing net asset value. The
net management fee for the year amounted to �494,000 (2002: �723,000); at 31
January 2003 an amount was recoverable from QCML in respect of the cap.
QCML also provides administrative and secretarial services to the Company for
which it is entitled to a fee of �40,000 per annum (subject to future
adjustment in line with the RPI), which is included in other expenses (note 3).
* Other expenses 2003 2002
�'000 �'000
Administrative and secretarial services 40 40
Directors' remuneration (note 4) 39 39
Auditor's remuneration - audit services 19 17
- non audit services 7 10
Legal and professional expenses 46 42
Irrecoverable VAT 67 246
Other expenses 45 59
263 453
* Directors' remuneration
2003 2002
�'000 �'000
Fees paid to directors 12 12
Amounts paid to third parties, excluding VAT, in 27 27
consideration of the services of directors
39 39
The total fees paid or payable in respect of individual directors for the year
is detailed in the directors' remuneration report in the Annual Report.
5 Earnings per share
The loss per share of 7.8p (2002: loss per share of 9.4p) is based on the loss
on ordinary activities after tax of �2,718,000 (2002: loss of �3,076,000) and
on ordinary shares of 35,007,514 (2002: 32,739,524), being the weighted average
number of shares in issue during the year. There is no dilution effect in
respect of the years ended 31 January 2002 and 31 January 2003.
The total recognised losses per share of 20.1p (2002: 76.3p) is based on the
total recognised losses for the year of �7,026,000 (2002: net losses of �
24,987,000) and on 35,007,514 ordinary shares (2002: 32,739,524), being the
weighted average number of shares in issue during the year.
6 Net asset value per share
The calculation of net asset value per share as at 31 January 2003 is based on
net assets of �20,295,000 (2002: �27,614,000) divided by the 34,725,817
ordinary shares in issue at that date (2002: 35,278,821). There is no dilution
effect in respect of the years ended 31 January 2002 and 31 January 2003.
The financial information set out above does not constitute the Company's
statutory accounts for the year ended 31 January 2003. The statutory accounts
for the year ended 31 January 2003 will be finalised on the basis of the
financial information presented by the directors in the preliminary
announcement and will be delivered to the Registrar of Companies following the
Company's Annual General Meeting.
Copies of the full financial statements for the year ended 31 January 2003 are
expected to be posted to shareholders on 6 May 2003 and will be available to
the public at the registered office of the Company at 29 Queen Anne's Gate,
London, SW1H 9BU.
END