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Annual Report and Accounts

Extracts from the Annual Report for the year ended 31 December 2006

Financial Information

The Chairman's Statement

The Investment Advisers' Report

The Directors' Report

Financial Information

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31 December 2006

1 January 2005  Change
  £'000 £'000 %
Fixed Assets 1,199,919 718,668 +66.9
Net debt** 820,356 402,452 +103.8
Net assets 269,053 184,453 +45.9

Ordinary shares      
Net Asset Value 106.3p 72.9p +45.8
Mid-market price 104.5p - -

Zero Dividend Preference share      
Net asset value 161.0p 147.7p +9.0
Share price 158.7p 145.0p +9.4

7.5% Convertible Unsecured Loan Stock 2011      
Mid-market price 151.5p 112.8p +34.3

Euro:£ exchange rate 1.4842 1.4554  

**excluding Zero Dividend Preference Shareholders’ Entitlement and loan issue costs but including 7.5.% Convertible Unsecured Loan Stock 2011, cash and liquid resources.

Chairman's
Statement

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I am pleased to present the results for your Company for calendar year 2006. This was another excellent year for the Company culminating in the purchase at the end of the year of the 38 acre development site in Battersea which is home to Battersea Power Station. By virtue of its size and location the site offers an extraordinary development opportunity as well as a considerable challenge.
During the year under review the net asset value per ordinary share increased by 45.8 %. from 72.9 pence to 106.3 pence. Subsequent to the year end a further enhancement of 16.8 pence per share resulted from the settlement with Aberdeen of the litigation referred to below.
In addition to the interim dividend of 1 pence per share paid in November 2006 we are proposing a final dividend of 1.5 pence per share, to be paid in July 2007.
The increase in net asset value during the year under review reflects the continued strong performance of the Irish property portfolio, details of which are set out below.
As predicted in my interim statement, the Company has changed from a property investment company to a property company, affording it greater flexibility to conduct development activities.

Irish Property Portfolio
The total value of the Group’s Irish Property Portfolio increased to €1.37bn. as at 31 December 2006. The growth in the value of the portfolio on a like for like basis showed an increase in Euro terms of 18% over valuation as at 31 December 2005. This growth was well dispersed throughout the portfolio with good value appreciation in the Group’s prime investment properties, reflecting continued strong performance in the Irish investment market. The disposal of the Group’s interest in a large development site at Sandyford at a substantial profit also contributed to the year on year performance.
There has been a substantial volume of activity in respect of our development portfolio during the course of the year with good progress to report on most of our major projects.
Full planning permission has now been secured for the refurbishment and extension of Stillorgan Shopping Centre. During the year we closed the acquisition of a substantial site adjoining the shopping centre, the bowling alley site, and we have subsequently engaged with the local planning authority in preparing a comprehensive masterplan, which would provide for the overall development of our three major sites in
Stillorgan, including the shopping centre, the bowling alley site as well as the Blakes site. Further small purchases have been undertaken by us elsewhere in the Stillorgan area in order to facilitate this scheme.
Our office development at Barrow Street was completed during the year and was occupied immediately by Mason Hayes & Curran ( a firm of Irish lawyers) . This building now forms a fine addition to our investment portfolio. Meanwhile, design development work continues in respect of the balance of our Barrow Street site and we anticipate that a planning application will be lodged during the course of this year with Dublin City Council for a major project adjoining the new Mason Hayes & Curran building.
Master planning continues in respect of our sites at Cabinteely, Collinstown and Balgaddy. In the context of Balgaddy, we have successfully secured the agreement of the local planning authority to designate our site as part of a strategic development zone, which should facilitate a fast-track planning approval.
Development activity commenced on the M1 Business Park with two warehouse distribution units under construction. Terms have been agreed already for the pre-sale of the larger of these units. Terms have also been agreed for the sale of a site for a filling station on the M1 Business Park. This filling station will form a part of the new motorway services area, located at a key interchange on the M1 Motorway linking Dublin
with Belfast. While we have already secured planning permission for a scheme on the motorway services area site, a new application has been lodged to further enhance this scheme. Other projects where we are looking to further enhance schemes in respect of which we have previously obtained planning consent include, the remainder of the lands at Central Park, the Town Centre site at Ballymun, 43 / 49 Mespil Road and Baggot Buildings.
A further significant transaction agreed during the year was the decision to form a joint venture with Drogheda Port Company for the development of a new Port at Bremore, Balbriggan. Located approximately 20 miles north of Dublin where the largest port in the country is currently located, Bremore has the potential for very substantial growth and brings a wide range of development and investment opportunities to the Company.
Lettings during the year comprised a number of units in Stillorgan Shopping Centre where trade has now stabilised satisfactorily following the impact of the opening of Dundrum Town Centre in 2005. New leases were granted to the Government of Finland in respect of a floor in Block D, Russell Court and in respect of our retail property at 35 Henry Street.
Ongoing rent reviews for the portfolio included a further batch of units at Stillorgan Shopping Centre, where rent reviews continue to produce good levels of growth. The first rent review dates for the office buildings at Central Park have passed and negotiations are now underway.

Financing
During the period under review, as reported in my interim statement, the Group completed the refinancing of a substantial portion of the borrowings of Castle Market Holdings, the holding company of a large part of the Group’s Irish assets. A new €375 million securitised loan was drawn down, together with a €50 million junior loan. The transaction consituted the first multiple property debt securitisation carried out in
Ireland 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.
The Battersea acquisition was completed at the end of the year. The total consideration of £400 million was financed with £100 million of cash, a £150 million 3 year secured loan from Bank of Scotland and a £150 million 6.324% 2011 secured, subordinated loan note issued to the seller.

Management Arrangements
Prompted by the acquisition of the Battersea site and, at the same time the conversion of the Company to a property company, the Board decided to appoint Treasury Holdings, whose original remit related only to the Company’s Irish properties, as investment adviser for all of the Group’s property assets. In light of this and the realisation of all but one of the Company’s investment properties in the UK, the role taken on by INVESCO in 2003 was effectively redundant and so in December of last year INVESCO stood down as manager of the Company’s assets on agreed terms. I am pleased to say that INVESCO have agreed to continue to advise the Board on certain technical issues. The net effect of these changes, described in detail in the Company’s circular to shareholders published in December last year, is a significant reduction in the Company’s overheads.
With effect from 27 March 2007 Guy Leech has joined the Board as an additional non-executive director.
Guy is Group Finance Director of Treasury Holdings and has run their London office since 1998. Before joining Treasury Holdings in 1998, Guy was at GE Capital Real Estate in London. Guy has been closely involved with REO since 2003. He was instrumental in initiating and executing the bond refinancing put in place early last year and in managing the recent Battersea acquisition through to completion. I speak for the whole Board in saying that I am delighted that he has agreed to join us and we are confident that his expertise and experience in finance and property will strengthen the Board.

Post Balance Sheet Events
On 16 March 2007 we announced that the Company had reached a settlement with Aberdeen Asset Management ("Aberdeen") in relation to all claims against Aberdeen arising from the launch of REO and the subsequent management by Aberdeen of REO’s income portfolio.
The settlement with Aberdeen provides for an immediate cash payment to be made to REO by Aberdeen and a further cash payment to be made in January 2008. In addition, Aberdeen agreed to discontinue its counterclaim against REO for unpaid management fees.
The net effect of the settlement on REO, after taking full account of the immediate and deferred cash payments, providing for costs as appropriate and releasing such provisions as have been made in respect of the Aberdeen counterclaim, is an enhancement to net assets (as at 30 June 2006) of some £49.7 million. As announced, this equates to an enhancement of 19.6 pence per ordinary share (versus the 30 June 2006 NAV) or, taking account of dilution by REO’s convertible unsecured loan stock, 14 pence per ordinary share. On an undiluted basis, 2.8 pence of the 19.6 pence per share enhancement is included in the results to 31 December 2006, and the balance of 16.8 pence will be reflected in the Company’s interim accounts to 30 June 2007.
The Board intends to continue with related claims against UBS.

Outlook for 2007
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.
The Group has one of the largest portfolios of properties in the Irish market. The range of quality investment and development properties provides 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. Beyond this, the acquisition of the Battersea site provides welcome diversification, and we are excited about the enormous potential which this unique site offers over the longer term. As far as the UK is concerned, prospects for GDP growth show a slight moderation year on year, with consumer spending expected to remain around the 2006 levels.
Business investment is expected to be significantly higher in 2007 due to the recent healthy corporate profitability levels. The prospects for the UK investment property market remain positive with strong performance expected to continue, relative to other investment classes.


R Y F Horney
Chairman

Investment Advisers' Report

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Irish Economic Overview
The Irish economy experienced another year of very strong growth in 2006. Official data from the ESRI shows that real GNP expanded by an estimated 6.2% in 2006, compared to 5.3% the previous year. In real GDP terms the economy grew by 5.8%, compared to 5.5% in 2005.
Retail spending remained very robust during the year with the most recent data from the Central Statistics Office showing an annual average increase of 6.2% in the volume of sales during the 12 month period. The first Special Savings Incentive Account (SSIA), a state sponsored savings scheme , funds were released in May last year, with two thirds of SSIA’s maturing in 2007. This is likely to provide a further boost to the market. Some €15 billion of funds will be maturing between May 2006 and April 2007, which is equivalent to 8.5% of GDP.
Increases in housing costs (due to higher mortgage payments) are putting upward pressure on inflation. The annual rate of inflation increased during the year to reach 4.9% in December. This is the highest level since March 2003.
The results of the Census 2006, which were released during the summer, highlighted significant population growth between 2002 and 2006. The preliminary total for the population of the State as of April 2006 was 4.23 million persons, compared with 3.92 million persons in 2002. This represents an increase of 7.9% in four years. The population is projected to grow to 4.5 million by 2010 and to 5 million by 2020. Such
population rises have significant implications for all aspects of the property market, particularly the housing market.
The Irish labour market is still performing strongly. Employment growth remained high during the year with the total number of persons employed exceeding the 2 million mark for the first time. With the economy close to full employment, the unemployment rate remains one of the lowest in the EU at approximately 4.5%. Foreign workers continue to make up a significant portion of the Irish labour force. This growth continues to be led particularly by the construction industry but the financial services and health sectors also continue to grow strongly.
The ECB increased rates by a further 0.25% to 3.5% in December 2006 (sixth consecutive increase). This increase means that the ECB has increased official interest rates by 1.5% in total since December 2005. Despite this, the current level of interest rates still remains relatively low in historic terms. The market is expecting rates to rise by another 0.5% during 2007, with rates expected to stay on hold thereafter.

Irish Property Markets
The Irish property market continues to perform exceptionally well with the SCS/IPD Index producing a total market return of 27.2% over the 12 months to December 2006. This is the net result of 4.4% income return and 21.9% capital growth. The office market recovery is now firmly established, which is reflected in the Index with a return of 27.6% over the 12 months to December 2006.

Irish Occupational Markets
(a) Office Market
An excellent final quarter performance was experienced in the Dublin office market this year. A return of 4.7% was recorded for the quarter. In comparison to the other property sectors, 2006 was the first year that the office sector outperformed the retail sector, with total returns of 27.6%. The capital value element of the Index was composed of 3.6% in the quarter, bringing the growth in capital values in the last 12 months to 21.7%.
Activity in the Dublin office market remained buoyant in the final quarter of the year with take-up reaching a robust 105,600 sq.m, according to DTZ. This is almost twice the level experienced in the previous quarter and is the highest ever recorded in a three month period. It is estimated that the quantity of accommodation taken up for the year reached an all time high of 243,900 sq.m, which is approximately 60% greater than the previous year. 46% of this space taken up during the year was located in the prime region of the city.
The pace of construction activity shows no sign of easing, with 331,700 sq.m of accommodation currently under construction, which is 33% greater than the same period last year. Additionally, almost a quarter of the space under construction was pre-let at the end of the year, with a further 12% under active negotiation. Just over a third of this accommodation under construction is located in the prime region of the city, where demand is strongest and as a result is unlikely to remain vacant in the long term.
The vacancy rate has fallen, with a rate of 14.6% recorded at the end of the quarter for the overall market (DTZ). This is the lowest rate in almost five years. The suburbs accounted for over half of all the available space. Interestingly, 28% of all available space was under active negotiation at the end of 2006, which if taken up could substantially reduce the vacancy rate further to 10.5%, which is not too far away from the market equilibrium rate of 7%.
Rents of between €590 and €645 per sq.m have been achieved in Dublin 2/4 and the Docklands, with tenant incentives declining significantly. As the vacancy rate declined, it is expected that prime rents will continue to increase, with rents in excess of €700 per sq.m expected to be achieved. Suburban schemes continue to vary considerably depending on location. Rents which lie at between €160 and €270 per sq m.
The demand is currently been driven by the professional and financial sectors, with the professional sector being the most active during the year, accounting for 36% of all office space taken up. According to the IPD Index, the equivalent yield in the office sector for the 12 months to December 2006 was 4.46%. However two recent office sales have returned very low initial yields of 2.75%
.
(b) Retail Market
The retail sector experienced another strong performance in 2006 with an impressive return of 26.7% over the year to December 2006, with a return 6.9% in the final quarter of the year. The strength of returns for retail property reflects very robust capital growth of 22.8% in the 12 month period, compared to 23.1% in the previous year. According to the IPD Index the equivalent yield in the retail sector for the 12 months to December 2006 was 3.38%. However there have been transactions on prime high streets at an all time low of 2.5%.
Retail spending remained very robust during the year, with the most recent data from the Central Statistics Office showing an annual average increase of 6.2% in the volume of sales during the 12 month period. This is compared to growth of 4.8% in 2005 and is the highest level experienced since 2000. Recent interest rate increases do not appear to be affecting sales activity and consumer demand has certainly been further fuelled in recent months by the maturing of the first SSIA saving accounts.
These impressive consumer statistics continue to encourage not only indigenous retailers to expand, but have encouraged a large number of international retailers to seek out opportunities to locate and expand across the country. This continues to escalate rental values and boost activity, particularly in high street locations and modern shopping centres. Planning permission was granted by Fingal County Council to develop a 30,000 sq.m IKEA store in Ballymun, Dublin 11. However this decision is subject to appeal to An Bord Pleanala.
Development activity in the retail sector continues, with approximately 265,000 sq.m of both shopping centre and retail park accommodation added to the market in the last 12 month period. This pace of development activity is set to continue, with approximately 430,000 sq.m of shopping centre and retail park space currently under construction, while planning permission has been granted for a further 585,000 sq.m of space.
With the improvement in the quality of retail accommodation in Ireland, the older retail offerings are coming under pressure to reinvent themselves to meet the raised expectations of the Irish consumer in this more competitive environment.

(c) Industrial Market

The Dublin industrial market continued to strengthen during the fourth quarter of 2006, recording a total return of 6.4% in the quarter.
The increased level of demand has seen the vacancy rate decline to 8.4% (DTZ), which compares favourably to 10.3% at the end of 2005. This rate is due to limited speculative development in the market over the last few years and the fact that older industrial buildings and land are being redeveloped for higher value uses. This reduction in supply levels has impacted positively on capital values and growth in rents.
The capital value element of the Index was composed of 4.9% in the fourth quarter, bringing the growth in capital values in the last 12 months to 18.1% (compared with 8.9% in the same period of 2005).
The Dublin Port Tunnel opened on the 22 December 2006. This is particularly significant for the industrial sector. This is likely to boost demand along the M1 and M50 motorways, fueling growth in both building and land values.

(d) Residential Market

Activity in the housing market remains positive, with strong growth in mortgage credit, house prices and house completions. According to Permanent TSB data, prices nationally rose by 0.1% in both November and December 2006. The annual rate of house price inflation was recorded at 11.8% at the end of the year.
The latest figures from the Central Statistics Office reveal that the total number of immigrants into Ireland reached 86,900 in the year to April 2006. The strength of this migration continues to underpin the demand for residential property. If it is assumed that a third of all immigrants either buy or rent a property, this would suggest a requirement for just under 30,000 units, equivalent to almost a third of all new properties being built during the period.
The ECB increased rates by a further 0.25% to 3.5% in December 2006. This latest increase means that the ECB has increased official interest rates by 1.5% in total since December 2005. The view is however that the Irish property market will continue to perform strongly on the back of positive economic conditions, in particular strong employment and favorable demographic trends including strong population growth, high
levels of immigration and falling household sizes.
2006 was a phenomenal year for the new homes market with the latest figures from the Department of the Environment revealing that a total of 93,419 residential units were completed during the 12 month period. This is equivalent to 22 units per thousand of the population and represents a 15% increase on the record high of 2005.

(e) Summary
The outlook for the retail sector for the year ahead is positive, supported by the continued strength of the Irish economy and growth in consumer expenditure. The further release of SSIA funds for the next number of months will provide a further boost to the market.
The office market looks set to repeat its strong performance of 2006 in the year ahead, with a number of very large occupier requirements in the market, especially in Dublin city centre.
For the residential market as a whole, house prices will continue to increase this year for both new and existing properties. Strong demand, particularly from first time buyers, continues following the amendments to the stamp duty rates last year, the introduction of 100% mortgages and the strength of immigration.

Treasury Holdings
Investment Adviser

Directors' 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 2006.
Principal Activities and Business Review
The business of the Company is that of a public property company investing mainly in the Irish property market but also overseas. A review of the Company’s activities is given in the Chairman’s Statement and the Investment Adviser’s Report.

Status

The Company constitutes a collective investment fund, under the collective Investment Funds (Jersey) Law 1988 (as amended), 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.

Results and Dividends
The financial results for the year ended 31 December 2006 are shown in the Consolidated Profit and Loss and Statement of Total Recognised Gains and Losses on pages 29 and 30 respectively.
An interim dividend of 1p per Ordinary share was paid on 3 November 2006 to shareholders on the register on 6 October 2006. Conditional on shareholder approval, a final dividend of 1.5p per Ordinary share will be paid on 6 July 2007 to shareholders on the register on 8 June 2007.
Extraordinary General Meeting (“EGM”) Shareholders approved all the resolutions proposed at the EGM held on 29 December 2006 concerning:
- the acquisition of Battersea Power Station, London for a consideration of £400 million to be satisfied in cash of £250 million on completion and the balance by the issue of the 6.324% secured loan notes 2011 to the seller. The cash element of the consideration will be financed by the Company’s
existing cash resources and from a new loan facility with the Bank of Scotland.
- the amendment of the Company’s articles of association by deleting the Article which requires the Company to comply with the investment restrictions from time to time applicable to property investment companies under the Listing Rules.

Conversion to Property Company
Since its launch the Company constituted a property investment company for the purposes of the Listing Rules and presented its financial statements in accordance with Statement of Recommended Practice: Financial Statements of Investment Trust Companies. Following the reclassification of the Company as a property company the financials for 2006 are presented in accordance with UK Generally Accepted Accounting Principles. The comparative financial statements have been presented
on a consistent basis.
As REO is no longer an investment company, Mr Barrett and Mr Leech will not be subject to annual re-election in order to comply with Chapter 15.2 of the UKLA Listing Rules.

Events Subsequent to the Year End
Details of subsequent events are set out in note 27 to the Financial Statements.

Aberdeen litigation

On 16 March 2007 the Company announced that it had reached a settlement with Aberdeen Asset Management (“Aberdeen”) in relation to all claims against Aberdeen arising from the launch of REO and the subsequent management by Aberdeen of REO’s income portfolio.
Details of the settlement of the claim are set out under note 27 (a) of the Financial Statements.
The Board intends to continue with related claims against UBS.

Directors
The Directors of the Company, all of whom served throughout the year, are shown with brief biographical details on page 13.
In accordance with the Articles of Association, Mr. Horney, Mr. Leech, Mr. Richardson and Mr. Jenkins 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 Global Property Portfolio and 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 2006 are shown below


  At 31 December 2006 At 31 December 2005
  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 8,151,192 - 4,162,970
RJ Barrett (2) 145,373,475 - 9,328,790 145,373,475 - 9,328,790

KA Jenkins

50,000 - - 25,000 - -
JP Jenkinson - - - - - -
GPD Milne 400,000 5,000 - 400,000 5,000 -
DO Moon 100,000 - - 50,000 - -
MW Richardson 75,000- - - - - -
GW Leech            

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 Limited held a further 26 Ordinary shares as nominee for the Company. Of Mr Horney’s interest in the CULS, 904,800 units are again held by Cheviot Capital (Nominees) Limited, 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 Guernesy Limited is a Trustee. As at the year end Mr Horney jointly with INVESCO Asset Management Limited 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.


 

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 February 2007.

Name Number of Ordinary shares held % held
Treasury Holdings Limited(1) 147,935,591 58.46
Standard Life Investments 17,627,707 6.97
Calyx Limited 16,564,000 6.55
JPMorgan Asset Management 15,000,000 5.93
SG Option Europe S.A. 11,165,000 4.41
R Y F Horney 8,151,192 3.22

1. See table and footnotes on previous page for additional information concerning these holdings.
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 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
The Company’s authority to make market purchases of up to 14.99% of its issued Ordinary shares was renewed on 20 June 2006. 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 69 and 70. These authorities will only be exercised on terms that are in the interests of shareholders.

Directors’ Fees
Details of the Directors fees are given in note 5 on page 40.

Ordinary shares
During the year no CULS were converted into Ordinary shares.

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

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 Advisers against risk parameters approved by the Board.
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 Advisers prior to approving and signing the Financial Statements.
The Committee has reviewed the Financial Statements for the year ended 31 December 2006 with the Investment Advisers and Auditors at the conclusion of the audit process.
The Committee recommended approval by the Board of a group audit fee of £162,000. Non-audit work undertaken on behalf of the Company by the Auditors mainly comprised work in connection with the acquisition of Battersea Power Station in London, refinancing in relation to the bond deal and work on the Company’s taxation affairs. Details of these fees are shown in note 5 on page 40. The Committee has considered the independence of the Auditors.

Terms of appointment
The Company’s investment management and advisory 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 2006 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 Treasury Holdings and INVESCO Asset Management Limited.

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 Financial Statements.

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.

32 Commercial Street
St Helier
Jersey
JE4 0QH

16 April 2007

  By order of the Board
Aztec Financial Services Limited
Secretary
 
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