ELX.L Regulatory News (ELX)

22 Apr 2005 17:30

El Oro And Exploration Co Plc22 April 2005 EL ORO AND EXPLORATION COMPANY p.l.c. PRELIMINARY STATEMENT CHAIRMAN'S STATEMENTresults for the year ended 31 December 2004 The Group profit before tax was £3,025,205 (2003: £3,938,278) after £628,962expenses relating to the sale of Danby Registrars Limited which was completed on14 January 2005 (2003: £795,810 merger expenses) and interest payable. Group netassets, taking investments at market value, were £67,905,581 (equal to 573p perstock unit) against £64,963,076 (revised) (equal to 544p per stock unit) anincrease of 4.53% compared with a rise of 9.21% for the FTSE All Share indexover the same period. Total net assets at market value or Directors' valuation show an increase of£2,942,505 compared to last year. A first and final dividend is proposed for the year ended 31 December 2004 of11.50p (2003: 11.0p) per stock unit, which, subject to approval at the AnnualGeneral Meeting, will be paid on the 26 October 2005 to members registered inthe books of the Company at the close of business on 16 June 2005. The power of the portfolio, like this year's exceptional Oxford crew, becameapparent in the middle of last year's course, with outstanding contributionsfrom the ever-consistent J. Halstead, Hardy & Hanson, Daejan, Mountview, Young &Co. and East Surrey, amongst others. Their solid performance at the heart of theportfolio was accentuated by the takeovers of Glenmorangie and Peel Holdings,and mingled amongst these UK Nationals were strong performances from theoverseas contingent, with particular thanks to Troy Resources, Uruguay Mineralsand WMC Resources. The holding in the latter, headed by a former winning Oxfordstroke, and first purchased by my father for the company in May 1964, hasrecently agreed to a merger with BHP Billiton, after gradually slipping from itsstatus as the premier Australian mining house. Against these stellar gains mustbe set reduced share prices for some of our South African mines, as a result ofthe strength of the Rand and its government's peculiar policies. Towards the end of the year, non-family shareholders approved the transfer ofthe company's Walcot Hall property to myself in exchange for the cancellation ofan equivalent value in shares: this realised one of the company's mostsuccessful investments of all time, at a price almost 200 times book cost, andremoves an asset which like many similar properties, has been loss-making for anumber of years. Simultaneously, the number of shares in issue has been reduced,at a price substantially below asset value. The subsequent performance of theshare price, now comfortably ahead of the cancellation level agreed inSeptember, would appear to confirm the benefits achieved by the company,notwithstanding the costs of undertaking the exercise. My thanks are due to mynon-executives and advisers for undertaking this, at times tortuous, process soskilfully. Final court sanction was granted in mid-January. The wondrous wave of wealth that has washed around the Western World may wellhave raised most ships, creating the anomalous situation where mobile telephonehandsets have become a commodity in massive surplus, and ubiquitous andever-abundant copper the metal in short supply; its price, along with that ofcoal and many other metals, escalated beyond the hopes and expectations of mostminers, as indeed have freight rates, to the surprise and delight of freighters.The magic wand of China and its transformation into a modern manufacturingnation, has mesmerised the mining world and opened an Aladdin's cave ofpotential riches, despite the world averting its gaze from China's grotesquehuman rights record. Our long-established mines have been beneficiaries of improved metal prices andwe have high hopes of our newer investments, although undoubtedly there will befailures along the route. We are encouraged by those mines and prospects we havevisited, especially in the benign and hospitable economic climate of Botswana;although we remain more circumspect of South Africa, where investment is notonly encumbered by a strong rand, but by an ultimate intent to redistributewealth according to colour, and where former Archbishop Tutu's criticism of asmall coterie being enriched instead of a more even re-distribution, is met withabuse. The compassion or convenience with which some Western leaders, not to mentionsparring partners for the leadership of the Labour party, have espoused thecause of Africa, brandishing the panacea of debt relief, is sadly oblivious tothe phenomenal failings of every previous effort to bring succour to thatcontinent, not to say somewhat obscene in their refusal to deal decisively withthe perpetrators of the destruction of Zimbabwe and murderers of Darfur. Paul Theroux, traveller and former teacher's theory that some governments inAfrica depend on underdevelopment to survive: 'they needed poverty to obtainforeign aid, they needed ignorance and uneducated and passive people to keepthemselves in office for decades' (Dark Star Safari) seems uncomfortably closeto the truth, and something no amount of debt relief will amend. As PatrickMarnham opines, in 'Fantastic Invasion': 'The purpose of African resistance tothe North is to reject the alien uniformity which the North strives to impose onthe unnerving variety of African life. This variety... challenges the necessityfor the progress, control, authority and research with which we order our lives.We fear Africa because, when we leave it alone, it works'. The Twin Peaks of the present leadership of Britain have promised £2bn oftaxpayers' money to sink into this morass. More pertinently for your company,the prospect of cancelling debt for gold both threatens the livelihood of manyAfrican gold-producers and also promises no alteration to the suspended state ofmisery of a continent whose leaders prefer the largesse of BMWs and shoppingsprees for their wives to the welfare of their people. A preferable solutionwould seem to be a revaluation of the IMF gold reserves to the prevailing marketprice. Meanwhile, the mining boom has created more jobs North of South Africathan in any other industry, the converse occurring in South Africa itself. Sadly, there are some similarities with that analogy in the United Kingdomitself, where the number of jobs lost in manufacturing almost matches thosecreated in the civil service. The benefits of this realignment are only apparentto the occupants of those jobs and the advertising income of the Guardian.Farming faces an uncertain future, accentuated by the complexity of the singlepayment scheme, the transfer of resources from the United Kingdom, via thesticky hands of Brussels bureaucrats, to the emerging economies of EasternEurope, and the refusal of DEFRA to countenance a cull of TB-infected badgers. The Deputy Prime Minister, fresh from his triumph on regional assemblies, nowignores the mentor of his Oxford college, John Ruskin 'when we build, let usthink we build for ever', and the writer of Proverbs XX11,v28: 'remove not theancient landmark, which thy fathers have set'; sending his 'Pathfinder' teams tosearch those areas of Toxteth, Oldham and Newcastle left unscathed by thesavagery of the 60's and bombing raids of the Luftwaffe, to destroy theremaining and restorable Victorian and Georgian terraces and villas of thoseoften-renascent areas. Older shareholders will recall that the earlierPathfinders, including my uncle, led the British bombers on their sorties overoccupied Europe. All this, whilst paying lip-service to the 'environment' andinsisting on the blight of triple-glazed windows to save heating costs. From the mundane to the marvelous, the quirky and the hidden, Britain's bestbuilt and familiar buildings, such as the Woolwich Arsenal, are under threatfrom the helter-skelter onslaught into owner-equity, based on the dubiouspremise of ever ascending house prices. The impecunity of the Strategic RailAuthority allied to the absence of aesthetic sense within the South ShropshireDistrict Council has provoked the sudden despatch into rubble of Craven Arms'scentury-old Railway sheds, with their fluted columns and superb tiles, makingway for a conical bio-digester, and a mile up the A49 a horrendousmulti-storey eyesore, funded by more euro-shuffle money, hides the view ofShropshire's Secret Hills from the A49 and the recently-erected buildingdesigned to promote them. Rumours persist that this replacement of the oldcattle market, once graced by the moniker 'Gateway to the Marches', is to houseyet more civil servants. The removal of the words 'Crown' and 'Royal' further this erosion of Britain'slandmarks and legacy. The taxpayers and savers of Britain are at the same timeexcluded from Britain's top universities by 'Offa' insisting on a class ratherthan academic qualification: 'The more superstitious restrictions in the land,the poorer the people. The more legislation there is, the more thieves androbbers increase. Therefore, when the government is meddlesome, the people arein want. This has bewildered men from time immemorial'. Lao-Tse, 660BC. Whilst the face of our beloved Britain remains under threat, not least fromwindmills mentioned in previous reports, our own accountancy standards becomeever more onerous. The implementation of IFRS, in particular IAS39, is referredto elsewhere in this report. IFRS is described by the Chief Executive of AXA as'neither improving the transparency of accounts nor making them more comparable,and stifling European growth.' For your own company, their introduction willinvolve yet more work, and hence cost, and moreover IAS39 will create, where aprofit is achieved but not realised, a requirement for additional funding inorder to pay the ensuing tax liability. We do not think there is any evidencethat standards of accounting and protection of shareholders will thereby beenhanced. These are additional obstacles to the successful administration of theportfolio, although none are themselves insurmountable. More disturbing is the fragility of Europe: the cracks long ago discerned by thesceptics are now, with the demise of the stability pact, economic malaise ofGermany and disenchantment within France, beginning to gape ominously. WinstonChurchill's comment on Admiral Graf Von Spee's fleet "like a flower in a vase,fair to see but doomed to die" is starting to look applicable to the Euro andeven the EU itself. The dollar's vulnerability, as a result of the tradedeficit, and stuttering US stock markets in conjunction with a rising interestrate bias, herald caution for the medium-term. It is only a few years since theUS removed its 30 year bond, yet France has now issued a 50 year bond, andBritain plans the same. Part of their attraction, or raison d'etre for their purchase, lies in theregulatory regime that requires certain insurance and pension funds to keep ahigher percentage of their assets in fixed interest and government bonds, ratherthan equities. Having seen the fate of War Loan and Consols issued by previousgovernments, we would rather run with the elephants, who headed for the hillsbefore the Tsunami, than join that particular bandwagon. Nevertheless, shouldthose rates on offer prove ultimately attractive, the outlook for their issuingeconomies is grim indeed. Riding with a possible 'Bond Bubble' is the old chestnut of a housing bubble,which with an increasing percentage of properties in the 'buy-to-let' category,and rising interest rates, both here and in the United States, combined with thetravails of Fannie Mae and other loan organisations, no longer seems merely aremote possibility. Unfortunately determined or panicking sellers could makethis a reality. In conclusion and looking ahead, we see no reason to disagree with Billy theKid: "I got to the time that I don't do nothing unless there is a piece of goldattached to it". Whilst showing a tiny uplift on the price at the same time lastyear, we continue to regard Gold as our safe-haven through a multitude ofuncertainties, particularly in the light of earlier comments about the Euro andthe US$. The development of both China and India and their emergence asmega-economies and possibly powers, will underpin our exposure to minerals.Latin America, where we also have significant interests, will also benefit fromits mineral and agricultural wealth, if it can avoid the maladroit and malignblandishments of Srs. Castro and Chavez. There will certainly be upsets on the way, particularly in the present frenzy ofnew issues in the mining area, many of which will never come to production, liketheir recent forebears in the dot-com sector. There will also, inevitably, behiccups in the speed of development of China, whose leaders are under noobligation to foster the economic well-being of the West. It would be naive tobelieve in a repeat of such a fortunate accumulation of factors as occurred in2004. Nevertheless, our spread and depth of investments within the UnitedKingdom, and around the World, lend protection from a somewhat cloudy andthreatening peep over the horizon of 2005. We will monitor the level of gearing,whose increase has stood us in good stead for the past few years by enabling usto build on and retain our core holdings. The more uncertain outlook forstock-markets over the next 18 months may tempt us to draw in our horns to someextent. As always, our thanks are due to the crew at Cheval Place: Abbie's magnificentmastery of the settlement side; newly-married Rosanna's concise command ofcommunications, and Chris's deft direction, assimilation and production offigures amongst a raft of new regulations and requirements. I would also like tothank my co-directors and advisers for their assistance and advice through aneventful and successful year. C. Robin Woodbine ParishChairman22 April 2005 CONSOLIDATED PROFIT AND LOSS ACCOUNT(Unaudited)for the year ended 31 Dec 31 Dec 31 Dec 2004 2003 £ £ Income from investments 5,850,165 6,692,463Management expenses 1,459,975 1,477,847 Operating profit 4,390,190 5,214,616 Exceptional costs (see below) 628,962 795,810 Profit on ordinary activities before interest 3,761,228 4,418,806payable Interest payableBanks 716,455 474,928Other 19,568 5,600 736,023 480,528 Profit on ordinary activities before taxation 3,025,205 3,938,278 Taxation 1,083,787 1,452,064 Profit on ordinary activities after taxation 1,941,418 2,486,214 Dividends 1,245,606 1,313,455 Retained profit for the year 695,812 1,172,759 Dividends per stock unit 11.50p 11.00p Earnings per stock unit (Basic and diluted)Before exceptional costs 21.55p 27.48pAfter exceptional costs 16.28p 20.82p The exceptional costs for the current year, for which no corporation taxallowance may be claimed relate to the sale of Danby Registrars Limited to acompany owned by C.R.W. Parish, while the exceptional cost in the prior yearrelate to merger costs incurred in that year. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES(Unaudited)for the year ended 31 Dec 31 Dec 31 Dec 2004 2003 £ £ Profit on ordinary activities after taxation 1,941,418 2,486,214(Decrease)/increase in value of investment (4,621) 84,414propertyTotal recognised gains for the year 1,936,797 2,570,628 BALANCE SHEETS(Unaudited) at 31 Dec Group Group Company Company 31 Dec 31 Dec 31 Dec 31 Dec 2004 2003 2004 2003 £ £ £ £Fixed AssetsFreehold property 439,615 376,138 744,200 0Investment property 611,475 477,309 261,475 127,309Fixtures, fittings and office equipment 263,707 250,708 23,461 16,700Investments in subsidiary companies 0 0 493,249 492,749 1,314,797 1,104,155 1,522,385 636,758 Current assetsDebtorsDue within one year 355,636 1,007,053 315,247 1,162,843Due over one year 29,517 28,105 4,518 3,106Investments 39,733,209 37,668,595 39,726,234 37,650,257Cash and bank balances 173,608 431,691 161,412 383,763 40,291,970 39,135,444 40,207,411 39,199,969 Creditors: due within one year 15,358,040 14,283,217 29,227,791 27,668,023Net current assets 24,933,930 24,852,227 10,979,620 11,531,946 Total assets less current liabilities 26,248,727 25,956,382 12,502,005 12,168,704Net assets 26,248,727 25,956,382 12,502,005 12,168,704 Capital and reservesCalled up share capital 592,045 597,146 592,045 597,146Share premium 6,017 6,017 6,017 6,017Revaluation reserve 199,635 204,256 29,793 34,414Capital redemption reserve 294,182 289,081 294,182 289,081Merger reserve (149,798) (149,798) 0 0Profit and loss account 25,306,646 25,009,680 11,579,968 11,242,046Stockholders' funds (Equity) 26,248,727 25,956,382 12,502,005 12,168,704 Market value of investmentsListed 72,017,408 68,411,481 72,008,993 68,378,704Unlisted 5,364,493 4,304,478 5,364,493 4,302,539 77,381,901 72,715,959 77,373,486 72,681,243Options sold short (108,131) (420,712) (108,131) (420,712)Short sold investments 0 0 0 0 77,273,770 72,295,247 77,265,355 72,260,531 Group net assets at market value 67,905,581 64,963,076 (revised) Group net assets at market value per 573p 544pstock unit The potential corporation tax liability if the Group's net assets were realisedat their market valuation or at Directors' valuation would be approximately£11,294,608 (2003: £10,514,209 (revised)) calculated at the rate of 30%. CONSOLIDATED CASHFLOW STATEMENT(Unaudited)for the year ended 31 Dec 31 Dec 31 Dec 2004 2003 £ £ Net cash inflow from operating activities 1,188,079 5,397,358 Returns on investments and servicing of (702,759) (465,692)finance Taxation (1,191,264) (821,239) Capital expenditure and management of non-liquid (243,651) (523,221)resources Cost of stock units repurchased and cancelled (398,846) 0 Equity dividends paid to stockholders (1,311,727) (1,223,911) Net cash (outflow)/inflow before management of liquid (2,660,168) 2,363,295resources Management of liquid resources 1,215,227 (5,358,720) (Decrease) in cash in the year (1,444,941) (2,995,425) Exceptional costs amounting to £628,962 (2003: £795,810) are included in the Net cash inflowfrom operating activities in the above statement. RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS(unaudited)for the year ended 31 Dec 31 Dec 31 Dec 2004 2003 £ £ Operating profit 4,390,190 5,214,616Depreciation 44,049 39,375(Decrease) in provision for diminution in (798,513) (6,629,135)investmentsNet (profit)/loss on investments realised (2,697,571) 2,010,090Currency translation (profits)/losses (109,017) 211,396Decrease in debtors 651,417 5,310,633Increase in creditors 6,079 36,193Net cash inflow from operating activities 1,486,634 6,193,168Cash outflow relating to exceptional costs (298,555) (795,810) 1,188,079 5,397,358 the sale of Danby Registrars Limited to a company owned by C.R.W. Parish, whilethe exceptional cost in the prior year relate to merger costs incurred in thatyear. ANALYSIS OF CASH FLOW(unaudited)for the year ended 31 Dec 31 Dec 31 Dec 2004 2003 £ £Equity dividends paidEquity dividends paid to stockholders (1,311,727) (1,223,911) Returns on investments and servicing offinanceInterst paid (702,759) (465,692) TaxationUK Corporation tax paid (1,191,264) (821,239) Capital expenditure and management of non-liquidresources(Purchase)/sale of fixed assets (259,312) (264,150)Purchases of unlisted investments (1,992,719) (2,009,673)Sales of unlisted investments 2,008,380 1,750,602Net cash (outflow) (243,651) (523,221) Cost of shares repurchased and cancelledCost of shares repurchased and cancelled (398,846) 0 Management of liquid resourcesPurchases of listed investments (22,385,399) (45,497,283)Sales of listed investments 23,600,626 40,138,563Net cash inflow/(outflow) 1,215,227 (5,358,720) ANALYSIS AND RECONCILIATION OF NETFUNDS(Unaudited)for the year ended 31 Dec 1 Jan Cash Other non- 31 Dec 2004 flow cash changes 2004 £ £ £ £ Cash and bank balances 431,691 (258,083) 0 173,608Bank overdrafts and mortgage - (10,819,020) (1,186,858) 0 (12,005,878)secured (10,387,329) (1,444,941) 0 (11,832,270) Current asset investments 37,668,595 1,215,227 849,387 39,733,209Less: Unlisted securities (2,595,547) 15,661 97,770 (2,482,116) 35,073,048 1,230,888 947,157 37,251,093 Net funds 24,685,719 (214,053) 947,157 25,418,823 31 Dec 31 Dec 2004 2003 £ £(Decrease) in cash in year (1,444,941) (2,995,425)Increase in current asset 2,064,614 5,102,469investmentsIncrease/(decrease) in unlisted 113,431 (358,064)securitiesChange in net funds in the year 733,104 1,748,980Net funds at 1 Jan 24,685,719 22,936,739Net funds at 31 Dec 25,418,823 24,685,719 REVALUATION RESERVE(Unaudited)for the year ended 31 Dec This arises on the increase in value of investment properties over their bookcost. 31 Dec 31 Dec 2004 2003 £ £GroupBalance 1 Jan 2004 204,256 119,842(Deficit)/surplus arising on revaluation of (4,621) 84,414investment propertyBalance 31 Dec 2004 199,635 204,256 CompanyBalance 1 Jan 2004 34,414 0(Deficit)/surplus arising on revaluation of (4,621) 34,414investment propertyBalance 31 Dec 2004 29,793 34,414 PROFIT AND LOSS ACCOUNT(Unaudited)for the year ended 31 Dec 31 Dec 31 Dec 2004 2003 £ £GroupBalance 1 Jan 2004 25,009,680 23,836,921Retained profit for the year 695,812 1,172,759Stock units repurchased and cancelled (398,846) 0Balance 31 Dec 2004 25,306,646 25,009,680 CompanyBalance 1 Jan 2004 11,242,046 9,792,177Retained profit for the year 736,768 1,449,869Stock units repurchased and cancelled (398,846) 0Balance 31 Dec 2004 11,579,968 11,242,046 RECONCILIATION OF STOCKHOLDERS' FUNDS(Unaudited)for the year ended 31 Dec 31 Dec 31 Dec 2004 2003 £ £Retained profit for the year 1,941,418 2,486,214Dividends (1,245,606) (1,313,455)Revaluation reserve (4,621) 84,414Capital redemption reserve 5,101 0Cost of stock units repurchased and cancelled (398,846) 0Reduction of stock units in issue (5,101) 0 292,345 1,257,173Opening Stockholders' funds 25,956,382 24,699,209Closing Stockholders' funds 26,248,727 25,956,382 NOTES TO THE ACCOUNTS Basis of Preparation The Independent Auditors' report on the statutory accounts for the year ended 31December 2004 has not yet been signed. These accounts are expected to bedispatched to shareholders on 23 May 2005, and will be delivered to theRegistrar of Companies after adoption at the Annual General Meeting to be heldat 41 Cheval Place, London, SW7 1EW on 16 June 2005. Accounting Policies In preparing the financial information included in this statement there havebeen no material changes to the accounting policies previously applied by theGroup in reporting its statutory accounts for the year ended 31 December 2003. Adoption of International Financial Reporting Standard With effect from 1 January 2005 the Group has adopted International FinancialReporting Standard ('IFRS') of which International Accounting Standard 39 willhave a major impact in respect of its current asset investments and investmentssold short which are included in creditors. Details of the accounting policythat comes into effect from that date is set out in note 1(i) to the financialstatements. Investments The comparatives for net assets at market valuation or at Directors' valuationhave been revised to bring them in line with those for the current year. Theeffect of this is to reduce the market value disclosed by £1,706,894. Post Balance Sheet Event Following the circular sent to all shareholders last year, on 14 January 2005Danby Registrars Limited, a fully owned subsidiary of the Company was sold on adebt free, cash free basis to Perceval Limited, a company wholly owned by C.R.W.Parish, the Chairman of the Company. The Disposal was implemented via a schemeof arrangement under Section 425 of the Companies Act 1985 (as amended) wherebystock units held by C.R.W. Parish in the Company were redesignated and cancelledby way of a reduction of capital in the Company in consideration for DanbyRegistrars Limited being transferred to Perceval Limited. On 1 November 2004, 41 Cheval Place, including its furniture and fittings, werebought for cash by the Company from Danby Registrars Limited for an agreedvaluation of £750,000. The cash proceeds received by Danby Registrars Limitedfrom the Company for 41 Cheval Place was used mainly to settle creditors andother liabilities. The remaining cash was paid to the Company by way of amanagement charge leaving Danby Registrars Limited a cash balance on 14 January2005 sufficient solely to discharge its outstanding liabilities. As part of the scheme of arrangement the stock units in the Company held byDanby Registrars Limited were cancelled without a repayment of capital and theamount arising in the Company's balance sheet as a result of this cancellationwas transferred to the Company's capital redemption reserve. Danby Registrars Limited was valued at £3,225,000 and 837,662 stock units of theCompany owned by C.R.W. Parish were redesignated and cancelled pursuant to thescheme of arrangement by reference to the Market Price of 385p. This transaction was a related party transaction due to the fact that C.R.W.Parish is a substantial shareholder and Director of the Company and ownsPerceval Limited. It is also a related party transaction in respect of The Hon.Mrs. E. C. Parish, a likely protected tenant of Walcot Estate (Danby RegistrarsLimited's principal asset) and a director of the Company. For the year ended 31 December 2004 Danby Registrars Limited incurred a loss onordinary activities before tax amounting to £85,763. The disposal of thiscompany will result in the elimination of these losses for the Group goingforward. The following proforma statement of net assets of the Group has been prepared toprovide information about the impact of the disposal of Danby Registrars Limitedand has been prepared on the basis set out in the accompanying notes: Proforma Group Danby Registrars Limited Adjustments Group Position at Position at Changes to Other Position at 31 Dec 04 31 Dec 04 14 Jan 04 adjustments 14 Jan 04 (note 1) (note 2) (note 3) (note 4) (note 5) £ £ £ £ £Fixed AssetsFreehold property 439,615 (350,153) 0 0 89,462Investment property 611,475 (350,000) 0 0 261,475Fixtures, fittings and office 263,707 (240,246) 0 0 23,461equipment 1,314,797 (940,399) 0 0 374,398Current assetsDebtors due within one year 355,636 (244,793) 233,816 0 344,659Debtors due over one year 29,517 (24,999) 0 0 4,518Investments 39,733,209 (152,495) 0 152,495 39,733,209Cash and bank balances 173,608 (1,320) (3,680) 0 168,608 40,291,970 (423,607) 230,136 152,495 40,250,994Creditors: due within one year 15,358,040 (179,097) 134,659 0 15,313,602Net current assets 24,933,930 (244,510) 95,477 152,495 24,937,392 Net assets 26,248,727 (1,184,909) 95,477 152,495 25,311,790 Issued number of El Oro and ExplorationCompany p.l.c. Stock unit 11,840,898 (992,197) 10,848,701 Net assets per El Oro andExplorationCompany p.l.c. Stock unit 222p 233p Notes: The proforma statement of net assets has been prepared on the following basis: 1. The net assets of the Group at 31 December 2004 have been extracted from the audited accounts for that date. 2. The net assets of Danby Registrars Limited at 31 December 2004 have been extracted from the audited accounts for that date. 3. Changes in the net assets of Danby Registrars Limited, between 1 January 2005 and 14 January 2005. These changes are the receipt of amounts due from El Oro and Exploration Company p.l.c., the repayment of the bank overdraft and the payment of a management fee of £95,477 to El Oro and Exploration Company p.l.c. These transactions produced a cash and bank balance amounting to £5,000 in Danby Registrars Limited. 4. The cancellation of the stock units held by Danby Registrars Limited, for nil consideration, and the stock units held by C.R.W. Parish, as redesignated. 5. Amended net assets of the Group at 14 January 2005, reflecting solely the above adjustments. 6. The costs to date of the disposal of Danby Registrars Limited, all of which have been charged to the profit and loss account in the year ended 31 December 2004, amounted to £628,962. 7. On 14 January 2005 the Authorised stock units of 5p each reduced by 992,197 to 10,950,730. 8. The operating activity of the Group for the period 1 January 2005 and 14 January 2005 has not been taken into account in the proforma statement. This information is provided by RNS The company news service from the London Stock Exchange