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Annual Report and Accounts

Extracts from the Annual Report and Accounts for the year ended 31 December 2005

Financial Information

The Chairman's Statement

The Investment Advisers' Report

The Directors Report

Capital Structure
Securities in issue as at 31 December 2005
Authorised   Issued
600,000,000   253,044,006 Ordinary shares of 1p
300,000,000   57,755,782 Zero Dividend shares of 1p
    £101,143,194 nominal 7.5% Convertible Unsecured Loan Stock 2011 (“CULS”)
     
Capital History   for the year ended 31 December 2005
    Further to the placing, repurchase and cancellation of Ordinary shares that took place during the year, as detailed in the Chairman’s Statement and Directors’ Report, the number of shares in issue increased to 253,004,509 from 197,050,824 at 31 December 2004. A total of 39,497 CULS were converted into 39,497 Ordinary shares of 1p during the year.
     
Corporate
Summary

Investment Objectives
The Company’s investment objective is to: meet its banking obligations and satisfy its obligations to its loan stockholders; satisfy the final entitlement of the Zero Dividend Preference shareholders; and provide Ordinary shareholders with capital growth and income by means of a progressive dividend policy. The portfolio is currently principally invested in the Dublin property market.

Duration
The Company has a planned life to 31 May 2011. However, prior to that date the Directors intend to put proposals to shareholders to effect a scheme of reconstruction which will give both Ordinary and Zero Dividend Preference shareholders the option of a full cash exit on or before the planned winding-up date without the need for the Company to dispose of the entire Property Portfolio or crystallise any potential capital gains tax liability that may exist within the Group at that time or the option to extend their investment beyond the planned winding-up date.

Capital Structure

The Company has a capital and loan structure comprising Ordinary and Zero Dividend Preference shares and units of 7.5% Convertible Unsecured Loan Stock 2011 (“CULS”). The Group also has gearing in the form of bank borrowings, which totalled £325.0 million at 31 December 2005 (2004 – £255.8 million). On 16 February 2006, the Company announced a major restructuring of its bank borrowing with the completion of a multiple property securitisation of €375 million together with a €50 million junior loan.

Risk
The market price of the Company’s shares will vary to reflect supply and demand in the market which will, at least in part, be influenced by the net asset value of the Company. Investments in the Company will be subject to the general and specific risks connected with investment in real estate and high yielding securities. Additionally, as a large proportion of the Company’s assets, liabilities and income are denominated in Euros, returns to the Ordinary shareholders will be influenced by the exchange rate movement between the Euro and Sterling. Such movements would also affect market prices of the CULS.

The use of gearing is likely to increase volatility in the Company’s net asset value in that a relatively small movement in the value of the Company’s investments will result in a greater relative movement (upwards or downwards) in net asset value per Ordinary share.

The Board of the Company notes the publication of the Investment Entities (Listing Rules and Conduct of Business) Instrument 2003 and confirms that it is the Company’s policy to invest no more than 15% of gross assets in other listed investment companies (including investment trusts).

Management Arrangements

The Manager to the Company is INVESCO International Limited, a Jersey-incorporated subsidiary of AMVESCAP PLC. INVESCO Asset Management Limited (“IAML”) is the investment adviser for the Income Portfolio and the UK Property adviser. Treasury Holdings is the investment adviser for the Irish Property Portfolio.

PEP and ISA Status
The Ordinary and Zero Dividend Preference shares and units of CULS are qualifying investments for the stocks and shares component of an ISA and eligible for inclusion in a general PEP if acquired in the market using funds contained within the PEP.

Financial Information

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31 December 2005

1 January 2004  Change
  £'000 £'000 %
Fixed Assets 718,668 402,583(1) +78.5
Net debt (excluding Zero Dividend Preference
Shareholders' Entitlement but including 7.5%
Convertible Unsecured Loan Stock 2011 and net of cash)
402,452 252,749 +59.2
Net assets 184,453 82,955(1) +122.4

Ordinary shares:      
Net Asset Value 72.9p 42.2p(1) +72.7
Mid-market price 76.3p 64.3p +18.7

Zero Dividend Preference share      
Net asset value 147.7p 135.5p +9.0
Share price 145.0p 111.5p +30.0

7.5% Convertible Unsecured Loan Stock 2011:      
Mid-market price 112.8p 105.3p +7.1

Euro:£ exchange rate 1.4554 1.4125  

(1) Adjusted to reflect the adoption of new Accounting Standards as detailed in note 2 to the Annual Accounts.

Chairman's
Statement

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I am delighted to present the results for your Company for the calendar year 2005. This was an excellent year for the Company in which we have seen substantial growth. During the year the Company’s Irish portfolio performed well, new assets have been brought into the Company, the Company has grown substantially both through asset growth and through the issue of new shares and assets have been realised at substantial premia to carrying value. The net asset value per ordinary share increased by 72.7 per cent. from 42.2 pence to 72.9 pence.

Your Board have continued to look at ways to add value and in December we made a small foray into China with a £4 million investment in China Real Estate Opportunities S.A.: I say more on this later. We also paid a dividend for the first time since 31 May 2002 and in addition to the interim dividend of 1p per share paid in September 2005 we are proposing a final dividend of 1.5p per share, to be paid in June, 2006. Finally, by way of introduction, I am particularly pleased to welcome a number of new shareholders to the Company.

Irish Property Portfolio

The Group’s assets at the year end consisted primarily of Irish properties. The total value of the Irish property portfolio, including both investment and development properties, and interests in properties held in joint ventures, grew to just under €1.1 billion as at 31 December 2005. On a like for like basis assets held at 31 December 2005 showed an increase in euros of 29 per cent over valuation as at the last year end. Significant increases in valuation were recorded for the Group’s interests in development assets at Central Park and the Allegro site. At Central Park this resulted from the grant of development rights over a plot of land and at Allegro from the agreement to dispose of the Group’s interest in the site, which was completed after the year end.

Against the background of generally buoyant market conditions, the Group engaged in a number of substantial transactions in respect of the development portfolio.

These include contracting for the acquisition of a substantial site in Stillorgan, adjoining our existing shopping centre property. We also contracted to acquire a site at Lad Lane in central Dublin with the transactionl due to close by year end 2006. We agreed to acquire a parcel of land zoned for town centre development in Collinstown in west Dublin and this transaction has closed since the year end. Finally we acquired a large development site in Sligo. Described as the capital of the North West, Sligo is a rapidly growing city having been designated a major regional growth centre by the Irish Government.

During the year the Group also took the opportunity to sell its interest in a portion of the lands at Central Park in Leopardstown. The Group also entered into an agreement to dispose of its interest in the Allegro site, Sandyford, and this was completed after the year end. In each case these were sites with planning permission for substantial residential development and the price achieved for them reflects the strong appetite from residential builders in the Irish market looking for sites which are ready for development.

During the year we had a further batch of rent review settlements with the increase in rent agreed remaining at or above target. Rent reviews in Stillorgan shopping centre continue to show rental growth ranging from 45 to 78 per cent. although it seems unlikely that increases of this order will be sustainable following the opening of a major new competing centre at Dundrum.

Other notable events in respect of the portfolio in 2005 included securing full planning permission for a major mixed use development on the Blake’s site in Stillorgan. We also secured a positive decision for the proposed development at Stillorgan shopping centre, however this has been appealed by a third party and we await the final decision of the Planning Appeals Board. We were unsuccessful in winning planning approval for our Balgaddy site at Clondalkin and are engaged in negotiations with the Planning Authority with a view to reapply. Ongoing planning / design development is underway across the full range of our sites.

Construction work progressed on the 5,600 square metre office scheme acquired during the year at Barrow Street. Work on this building has now been completed and the new tenants, Mason Hayes and Curran, moved in over Easter. The other significant letting during 2005 was the letting of the last remaining space in Central Park, Leopardstown to Volkswagen Bank. This letting confirms Central Park's status as a major location for “blue chip” corporate occupiers.

On 5 May 2005 the Company acquired the Barrow Street and Balbriggan properties from Treasury Holdings and others. This purchase was funded through the issue of new Ordinary shares. The properties acquired comprise investment properties and development sites.

UK Property Portfolio

The Company has continued its strategy of disposing of the remainder of its UK property portfolio during 2005. By the end of December only one asset remained, with a value as at 31 December 2005 of £3 million. Three properties were sold in 2005, in each case realising a profit over their respective valuations at 31 December 2004.

China

Along with other Board members, I visited Shanghai in October last year with a view to your Company investing in a new vehicle to investigate property related opportunties in Shanghai and elsewhere in China. We were impressed by the scope of opportunities which exist and by the commitment Treasury Holdings has made over the past several years to developing high level relationships in China. Treasury Holdings has since announced the establishment of its own branch office in Shanghai. On 22 December 2005, we invested £4 million to acquire a 26.1 per cent. stake in an AIM listed cash shell, China Real Estate Opportunities S.A. (CREO) and Richard Barrett and I have both been appointed to the Board of CREO. The shares in this company have subsequently traded up to a multiple of the subscription price, although on a prudent basis the Board of Real Estate Opportunities is valuing the investment at the subscription price. We await with interest further developments on this investment.

Financing

The property acquisitions in May 2005 resulted in the issue (net of share buy-backs) of approximately 56 million new ordinary shares and the assumption of approximately € 0.7 million additional debt.

Since the year end the Group has completed the refinancing of a substantial portion of the borrowings of the wholly owned Castle Market Group. A new €375 million securitised loan has been drawn down, together with a €50 million junior loan. The transaction consituted the first multiple property debt securitisation involving all Irish properties and has allowed the Group to make annualised savings of over €3 million in interest and to free up €70 million in cash for investment. In addition the disposal of the Group’s interest in the Allegro site has been completed post year end realising €35 million in respect of REO’s interest.

Following the transactions above and assuming completion of acquisitions contracted but not yet completed, on a pro forma (unaudited) basis the Group is financed by €756m of debt (excluding CULS and ZDPs) and cash balances of some €195m.
Management Arrangements

Since the year end the Board has reviewed the terms of its management contract with INVESCO International Limited. Effective from 1 January 2006 the Group will pay base management fees at a much reduced rate. Performance fees payable under the agreement will also be reduced by 40 per cent. In future the Manager will be entitled to transaction-related fees based on the value of assets acquired and/or securities issued.
Fees payable to Treasury Holdings out of the Manager’s fee will not be affected by the changes described above.

Litigation

The Company continues to seek compensation for the substantial losses suffered by the Company in its income portfolio in 2001 and 2002. Proceedings have been served on Aberdeen Asset Managers Jersey Limited, Aberdeen Asset Management Limited and UBS Limited. The parties have served their statements of case and a trial date has been set for May 2007.

Outlook for 2006

Prospects for continued Irish economic growth are as strong as ever and this bodes well for continued growth in the Irish property market for the coming year.

While there may be further modest increases in Euro interest rates, these have been well signposted and are unlikely to have any significant, negative effect on investor confidence in the Irish property market. Occupier demand for property is strong and is likely to show further growth, particularly in the office sector. The retail sector is also expected to continue to be buoyant with consumer expenditure rising strongly.

The Group now has one of the largest portfolios of properties in the Irish market. The range of quality investment and development properties, provide a unique opportunity for shareholders to acquire an exposure to one of the best performing property markets in Europe. We are confident that the momentum generated over the past few years will be maintained for the coming year.

Since the year end we have considerably enhanced cash available for investment. We are therefore well placed to deploy our resources to benefit shareholders and build on our recent successes and we are actively seeking out opportunities to that end.

RYF Horney
Chairman

28 April 2006

Investment Advisers' Report

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Irish Economic Background

2005 was another strong year for the Irish economy in terms of growth with real GNP estimated to have increased by 5.6 per cent. and real GDP by 5.7 per cent. according to figures from the ESRI. This level of growth is particularly favourable when viewed in the context of a Euro zone growth rate of around 2 per cent..

Despite the poor performance of the Euro zone economy during the year, the European Central Bank raised key lending rates by 25 basis points in December to reach 2.25 per cent., representing the first increase in interest rates in five years. This interest was to curb inflation which remained above the target rate of 2 per cent. for the sixth consecutive month in November. Latest figures from Eurostat reveal that the annual rate of inflation stood at 2.3 per cent. in November.

The outlook for the Irish economy in 2006 is positive with growth expected to remain relatively strong at 4.9 per cent. in real GNP terms while the volume of GDP is forecast to increase by 5 per cent..

Growth prospects for Ireland’s main trading partners in 2006 were also positive with real GDP in both the UK and Euro zone economies expected to improve, increasing by 2.2 per cent. and 1.8 per cent. respectively. Each of these economies suffered inflationary pressures during the latter half of 2005 as a result of rising oil prices, a factor that has not been fully eliminated suggesting that in the short term, any changes in interest rates will be upwards. Indeed Eurozone interest rates increased by 0.25 per cent. for the second time in three months in March 2006. The ECB rate now stands at 2.5 per cent. and it is expected that there will be at least two further 0.25 per cent. interest rate hikes over the course of the remainder of 2006.

While increasing interest rates will undoubtedly impact on home owners in terms of increased mortgage repayments, this does not appear to be dampening demand for the moment.

Irish Property Market

2005 was a record year for the Irish property investment market with a total of €2 billion invested in the domestic market and ungeared total returns of 24.3 per cent. recorded by the SCS/IPD index for the year. This is the first time the total return from Irish commercial property exceeded 20 per cent. since the year 2000.

In addition to beating other investment mediums in 2005, property has now been the best performing asset in Ireland over a five and ten year time frame. Despite the strong returns recorded in the Irish market, liquidity continues to be a major issue and as a result, Irish investors continue to invest in overseas markets. Indeed, Irish investors spent almost €7 billion on commercial property investments outside of the domestic market last year – a figure which is expected to be matched if not exceeded in 2006.

Office
The Dublin office market delivered a strong performance in 2005, a return of 23.7 per cent for the year compares favourably with 7.9 per cent in 2004.

The pace of construction activity in the sector shows no signs of easing. According to DTZ, 250,100 sq.m of accommodation was under construction at the end of December 2005. A large proportion of this space, over 29 per cent., was pre-let at the end of the year. The majority of the new space is located in the prime regions of the city, where demand is the strongest and space is unlikely to remain vacant in the long term.

The vacancy rate continues to remain high, with an overall rate of 16.9 per cent. recorded at the end of the year. Unsurprisingly, the majority of the vacant space remains in the suburbs (54 per cent.). However, 28 per cent. of all available space in prime locations was under active negotiation at the end of December. If this space was to be taken up, the vacancy rate could potentially fall to 12.2 per cent. over the coming months. However, there is still some way to go to achieve the market equilibrium rate of 7 per cent..

The transport strategy for the next 10 years, which was announced in November 2005, for the Greater Dublin Area under the Governments “Transport 21” framework plans will boost prospects for office development in the city.

Prime rents in Dublin 2/4 and the Docklands are expected to escalate to between €590 and €645 per sq.m in 2006. Suburban schemes continue to vary considerably depending on location between €160 and €270 per sq.m. Occupier demand is being driven by indigenous and international financial institutions and service based industry, together with a resurgence in demand from IT companies.

Occupiers are becoming more demanding in terms of their design requirements and, with new energy efficiency requirements set to become more prevalent in 2006, developers will have to be increasingly aware of this at design stage.

Most commentators forecast that 2006 looks set to be a strong year for the office sector.

Retail
The retail sector achieved another exceptional return of 27.4 per cent. over the year to December 2005. While retail remained the best performing sector of the Irish commercial property market for the fifth consecutive year, the level of rental appreciation slowed to 2.4 per cent. in the fourth quarter.

Despite relatively weak retail spending trends being experienced throughout Europe, Irish consumer spending continues to grow at more than 7 per cent. per annum. This will undoubtedly be boosted further by the release of the first SSIA (Irish Government Saving Scheme) monies. Bank of Ireland predicts that 40 per cent of SSIA’s will mature in 2006, a third of which will be spent adding over €2bn to consumer spending this year.

With retail spending performing strongly, international retailers continue to compete with indigenous retailers for limited prime retail accommodation. This continues to escalate rental values and boost activity, particularly in high street locations and modern shopping centres.

With the improvement in the quality of retail accommodation in Ireland there is increasing pressure for older retail offerings to reinvent themselves to meet the raised expectations of the Irish consumer in this more competitive environment.

Industrial
The industrial market has also witnessed a recovery in 2005, recording an improved total return of 16.2 per cent. in the year (compared to 9 per cent. the previous year). The increased level of demand has seen the vacancy rate fall from 15 per cent. to 10.3 per cent. at the end of December 2005. This is the lowest rate recorded in 4 years in this sector. Given the low levels of speculative development in the market, the vacancy rate is expected to remain low during 2006, which will impact positively on capital values and growth in rents.

The completion of the Dublin Port Tunnel this year is particularly significant for the industrial sector. This is likely to boost demand along the M1 and M50 motorways fuelling growth in both building and land values.

Residential
The Irish housing market remains buoyant. This is fuelled by the demographic profile of the population, substantial population growth, strong net immigration (30 per cent. of Dublin new homes were purchased by non-nationals in 2005 according to Hamilton Osborne King’s winter 2005 Property Outlook publication) and economic growth.

2005 was another record year for housing output with 80,957 completions, exceeding the historical high of 76,954 the previous year (AIB Housing Market Bulletin February 2006).

For the residential market as a whole, house prices will continue to increase this year for both new and existing properties. There is exceptionally strong demand particularly from first time buyers following the amendments to the stamp duty rates during 2005 and the strength of immigration.

Securities Portfolio
During the period under review there were no significant developments to report in respect of the Company’s income portfolio.

China Real Estate Opportunities S.A.
On 22 December the Company subscribed £4 million for 4.8 million ordinary shares in China Real Estate Opportunites S.A. (CREO), a new AIM listed company established to investigate and, if appropriate, acquire property for investment and/or development in China. The Company thus acquired and holds 26.1 per cent. of CREO’s issued share capital and has entered into lock–up and orderly marketing arrangements restricting its ability to dispose of its shares within twelve months of the investment being made. Given the size of REO’s holding, the restrictions on disposals and the limited liquidity in CREO shares, the investment is valued in the accounts at £4 million.

Treasury Holdings
INVESCO Asset Management Limited

Director's Report

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The Directors present their report on the affairs of the Company, together with the audited financial statements for the year ended 31 December 2005.

Principal Activities and Business Review
The business of the Company is that of a public closed-ended investment company investing mainly in the Irish property market. A review of the Company’s activities is given in the Chairman’s Statement and the Investment Advisers’ Report.

Status
The Company is a collective investment fund, as defined in the Collective Investment Funds (Jersey) Law 1988, and has been granted exempt status under Article 123A of the Income Tax (Jersey) Law 1961. The registered number is 79679.

Ordinary and Zero Dividend Preference shares and units of CULS are eligible for inclusion in a general PEP if acquired in the market using funds contained within the PEP. The Ordinary and Zero Dividend Preference shares and units of CULS are qualifying investments for the stocks and shares component of an ISA.

Revenue and Dividends
The financial results for the year ended 31 December 2005 are shown in the Consolidated Statement of Total Return and Reconciliations of Movements in Shareholders’ Funds on pages 28 and 30 of the Annual Report and Accounts respectively.

An interim dividend of 1p per Ordinary share was paid on 26 September 2005 to shareholders on the register on 26 August 2005. The final dividend of 1.5p per Ordinary share will be paid on 21 June 2006 to shareholders on the register on 12 May 2006. The Directors did not recommend the payment of a dividend on the Company’s Ordinary shares for the year ended 31 December 2004.

Extraordinary General Meeting (“EGM”)
Shareholders approved all the resolutions proposed at the EGM held on 5 May 2005 concerning:

– the acquisition of property at Balbriggan, County Dublin, from Treasury Holdings and others and of property at Barrow Street in the City of Dublin, for an initial aggregate consideration of £51.4 million to be satisfied in cash of approximately £2 million and the balance by the issue of new Ordinary shares in the Company at 58.5 pence per share;

– a placing of 65 million Ordinary shares at 58.5 pence per share with predominantly institutional investors: this comprises 14.22 million of the new Ordinary shares being issued in respect of the Balbriggan acquisition and a further 50.78 million Ordinary shares currently held by Dawnay, Day and others;

– the repurchase and cancellation of the balance of the Ordinary shares held by Dawnay, Day and others, being 27.92 million Ordinary shares, at 58.5 pence per share;

– the enlargement of the issued ordinary share capital of the Company from 197 million
Ordinary shares to 253 million Ordinary shares;

– the increase in Treasury Holdings’ stake in the Company from 35.5% of the existing Ordinary share capital to 55.2% of the enlarged Ordinary share capital; and

– the grant of a waiver by the UK Take-over Panel from the requirement which would otherwise arise under Rule 9 of the Take-over Code for Treasury Holdings and persons acting in concert with it to make a mandatory bid for the remaining Ordinary shares of the Company.

Events Subsequent to the Year End
Financing
On 16 February 2006, the Company announced a major restructuring of its bank borrowing with the completion of a multiple property securitisation of €375 million together with a a50 million junior loan. The new seven year, €375 million loan has been drawn down, together with a €50 million junior loan. It is secured against sixteen retail and office properties : fifteen in Dublin and one in Cork.

Disposal of Allegro Site, Sandyford
As described in the Chairman’s Statement, the Company agreed to the disposal of its interest in the Allegro Site for €35 million, and completed the transaction post year end.

Disposal of Land
On 8 May 2006 the Directors announced that contracts have been exchanged for the disposal of the Company’s interest in land held in a subsidiary of the Company for cash consideration. For commercial reasons, the site was not identified, but details will follow in due course. On completion, scheduled for 16 June 2006, the transaction should result in an uplift of 7p to the net asset value per Ordinary share as against the figure as at 31 December 2005, after providing for tax as appropriate.

Directors
The Directors of the Company, all of whom served throughout the year, are shown with brief biographical details on page 12 of the Annua Report and Accounts. In order to comply with Chapter 21.9 of the UKLA Listing Rules, Mr Barrett, of Treasury Holdings, will be subject to annual re-election by shareholders. In accordance with the Articles of Association, Mr Barrett, Mr Milne and Mr Moon will retire by rotation and, being eligible, offer themselves for re-election.

No Director has a service contract with the Company.

Mr Barrett is a director and 50% shareholder of Treasury Holdings (“Treasury”). Treasury has an agreement to provide investment advisory services in respect of the Irish Property Portfolio and to provide property management services in respect of the Irish properties to Castle Market Holdings Limited. The terms of these agreements in force during the year are disclosed in note 4 to the Financial Statements.

The Directors who held office at the year end and their beneficial interests in the Ordinary 1p shares, Zero Dividend Preference 1p shares and 7.5% Convertible Unsecured Loan Stock 2011 (“CULS”) at 31 December 2005 are shown below:


  At 31 December 2005 At 31 December 2004
  Ordinary 1p shares Zero Dividend Preference 1p shares CULS
£1 Units
Ordinary 1p shares Zero Dividend Preference 1p shares CULS
£1 Units
RYF Horney (1) 8,151,192 - 4,162,970 3,151,192 - 4,162,970
RJ Barrett (2) 145,373,475 - 9,328,790 70,004,956 - 9,328,790

KA Jenkins

25,000 - - 25,000 - -
JP Jenkinson - - - - - -
GPD Milne 400,000 5,000 - - 5,000 -
DO Moon 50,000 - - 50,000 81,500 -
MW Richardson - - - - - -

(1) Of the Ordinary shares in which Mr Horney is interested, 304,782 are held in his own name and 7,846,384 are held by Productive Nominees Limited acting as Custodian for Orbis Trustees Limited. Orbis Trustees Limited act as Trustee of certain trusts under which Mr Horney and/or members of his family are beneficiaries. As at the year end Mr Horney jointly with INVESCO Asset Management Ltd held a further 26 Ordinary shares as nominees for the Company. Of Mr Horney’s interest in the CULS, 904,800 units are held in his own name, 3,258,168 units are held in certain trusts under which Mr Horney and/or members of his family are beneficiaries and in respect of which Orbis Trustees Guernsey Limited is a Trustee. As at the year end Mr Horney jointly with INVESCO Asset Management Ltd held a further 2 loan stock units as nominees for the Company.
(2) The interests of Mr Barrett in the Ordinary shares and CULS units are represented by the shareholding of Treasury Holdings in which Mr Barrett has a 50% beneficial interest. Treasury Holdings also owns 50% of Havenview Investments Limited. The other half is held indirectly by the Company.
(3) Following the Irish property acquisitions and placing of Ordinary shares described earlier and in the Chairman’s Statement, on 6 May 2005 the following Ordinary shares of the Company were acquired:
– the interest of Mr Horney increased by 5 million Ordinary shares held in the name of Productive Nominees Limited acting as Custodian for Orbis Trustees Limited, which in turn acts as trustee of certain trusts under which Mr Horney and members of
his family are beneficiaries;
– the interest of Mr Barrett increased by 69,654,519 Ordinary shares through his beneficial 50% interests in Brossbar Limited, M1 Development Company Limited and Made-in-Europe Products Limited; and
– Mr Milne acquired an additional 400,000 Ordinary shares.
Save as aforesaid, there were no Directors’ dealings in any class of the Company’s loan and share capital between 31 December 2005 and 28 April 2006.


 

Substantial Interests
The Board has been advised that the following shareholders owned 3% or more of the issued Ordinary share capital of the Company as at 28 April 2006.

Name Number of Ordinary shares held % held
Treasury Holdings Limited(1) 145,373,475 57.4.
Calyx Limited 16,564,000 6.5
JPMorgan Asset Management 15,000,000 5.9
SG Option Europe S.A. 9,975,000 3.9
R Y F Horney(1) 8,151,192 3.2

(1) See table and footnotes on previous above for additional information concerning these holdings.

 

Following completion of the acquisitions and repurchase of shares previously noted, Treasury Holdings holds more than 50% of the enlarged Ordinary share capital. Treasury Holdings and persons acting in concert with it are therefore in a position to increase their shareholdings in the Company without incurring an obligation under the Take-over Code to make a general offer to Ordinary shareholders.

On 11 April 2005, a substantial shareholder agreement was put in place between the Company and Treasury Holdings (“Treasury”) for the purposes of regulating the relationship between the Company and Treasury. Under the substantial shareholder agreement, the parties agreed that, for so long as Treasury and its associates exercise, or control the exercise of, 30% or more of the voting rights of the Company or are able to control the appointment of directors who are able to exercise a majority of votes at board meetings, Treasury will not (and will exercise such rights as it may have to procure
that its associates will not): (i) take any action which may result in the Company or the Manager not being able to carry on its business independently of Treasury or its associates or (ii) enter into any transaction or relationship with the Company other than at arm’s length and on a normal commercial basis. In addition, the agreement contains an acknowledgement that both the Company and Treasury remain bound by pre-existing contractual arrangements concerning the management of conflicts of interest between them.This agreement shall continue in full force and effect for so long as Treasury and/or any of its associates continue to own or control Ordinary shares carrying in aggregate 30% or more of the voting rights in the Company and shall terminate if the ownership of
the Ordinary shares and/or any of its associates falls below this level or the Ordinary shares cease permanently to be listed on the Official List of the UK Listing Authority.

Share buy-backs
During the year 27,923,131 shares were bought back by the Company at 58.5 pence per share and cancelled.

The Company’s authority to make market purchases of up to 14.99% of its issued Ordinary shares was renewed on 5 July 2005. On the same date the authority to also make market purchases of all its outstanding Zero Dividend Preference (ZDP) shares was also renewed. The Company will be seeking to renew both the Ordinary and ZDP authorities at this year’s AGM, notice of which is set out on pages 63 to 64 of the Annual Report and Accounts. These authorities will only be exercised on terms that are in the interests of shareholders.

Directors’ Fees
An ordinary resolution to be proposed at the Annual General Meeting will enable the Company to pay additional fees to Directors reflecting the additional work undertaken by them as members of the Litigation Committee during the year. Details of the Directors concerned and the amount proposed to be paid are given in note 5 on pages 40 to 41 of the Annual Report and Accounts.

An ordinary resolution will also be proposed at the Annual General Meeting seeking to increase the aggregate of the maximum amount payable to Directors from £250,000 to £500,000 per annum in the Company’s Articles of Association. The Directors consider that it is prudent to allow for an increase in the limit, especially as the current limit has been exceeded in the last two years, and given the ongoing increased workloads of the Directors. Fees are set with reference to prevailing market rates.

Ordinary Shares
During the year 39,497 CULS were converted into Ordinary shares on a 1:1 basis.

Financial Statements
The Directors’ responsibilities regarding the financial statements and safeguarding of assets are set out on page 26 of the Annual Report and Accounts.

Report of the Audit Committee
The Audit Committee is responsible to the Board for reviewing each aspect of the financial reporting process; the systems of internal control and management of financial risks, the audit process, relationships with external auditors, the Company’s processes for monitoring compliance with laws and regulations, its code of business conduct and for making recommendations to the Board.

The Company’s internal financial controls and risk management systems have been reviewed with the investment managers against risk parameters approved by the Board. The Committee has also received a satisfactory report on the Manager’s internal operations from the Manager’s Compliance and Internal Audit Officer.

The audit plan and timetable is drawn up and agreed with the Company’s Auditors in advance of the financial year end. At this stage, matters for audit focus are discussed and agreed. These matters are given particular attention during the audit process and, among other matters, are reported on by the Auditors in their report to the Committee. This report is considered by the Committee and discussed with the Auditors and the Investment Managers prior to approving and signing the Financial Statements.

The Committee has reviewed the Financial Statements for the year ended 31 December 2005 with the Investment Managers and Auditors at the conclusion of the audit process.

The Committee recommended approval by the Board of a group audit fee of £139,000. Non-audit work undertaken on behalf of the Company by the Auditors mainly comprised work in connection with the placing, repurchase and cancellation of Ordinary shares, the acquisition of the Balbriggan and Barrow Street properties and work on the Company’s taxation affairs. Details of these fees are shown in note 5 on page 40 of the Annual Report and Accounts. The Committee has considered the independence of the Auditors.

Assessment of the Investment Manager
The Company’s investment management agreements are considered annually by the Management Engagement Committee. The results of this formal review are advised to the Board. The Management Engagement Committee carried out the most recent review following the Company’s financial year end on 31 December 2005 and, on the basis of the Committee’s report, the Board is pleased to confirm that it is satisfied with the performance and current terms of appointment of INVESCO Asset Management Limited and Treasury Holdings.

Going Concern
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the Financial Statements.

New Accounting Standards and International Financial Reporting Standards (“IFRS”)
These financial statements are prepared in accordance with UK GAAP. With effect from 1 January 2005 several new UK Accounting Standards have been adopted which align UK GAAP with IFRS. Details of these are given in note 1 to the Financial Statements with the effects of changes given in note 2.

The accounting and disclosure issues that arise as a result of adopting IFRS are in the main already shown in the Financial Statements following the rapid convergence of UK GAAP to IFRS. The one remaining area of impact being the IFRS accounting treatment for deferred tax to be provided on revaluation gains; the effect of this would be to reduce the Group’s net asset value. Details of unprovided deferred tax arising as a result of valuation surpluses at the year end are shown in note 17.

Creditor Payment Policy
The Company’s policy is to pay Stock Exchange trade creditors on dates of settlement and all other creditors are normally paid within 30 days or in accordance with contracted terms.

Auditors
On 15 December 2005 KPMG Channel Islands Limited resigned as auditors and KPMG Dublin were appointed.
A resolution is to be proposed at the Annual General Meeting for the appointment of KPMG Dublin as auditors of the Company.

32 Commercial Street
St Helier
Jersey
JE4 0QH

8 May 2006

  By order of the Board
Aztec Financial Services Limited
Secretary
 
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