Kingswood H. Regulatory News (KWG)

13 Mar 2006 07:01

Equity Pre-IPO Investments Ltd13 March 2006 Equity Pre-IPO Investments Limited Annual Report Equity Pre-IPO Investments Limited ("the Company" or "Pre IPO") is pleased toannounce its results for the year ending 31 December 2005. Directors' Report We are delighted to present this first annual report to shareholders since theCompany's admission to trading on AIM. The following pages show the financialperformance of the Company from the 1 January 2005 to 31 December 2005. We havealso included some unaudited information for the period from the 31 December2005 to 15 February 2006 in order to ensure that shareholders are provided withas up to date information as is practical. Net Asset Value We have set out in the table below the progression of our Net Asset Value ("NAV") per share since 1 January 2005. It should be noted that Equity Pre-IPOInvestments Limited achieved its flotation on 24 February 2005 and that this wasthe time that material funds were available to the Company for investments. TheNAV per share on the 1 January 2005 was 14.46 pence per share and by the 30 June2005, the date of our interim results, the NAV had risen to 28.13 pence pershare. The NAV had risen to 39.69 pence per share by 30 September 2005 and onthe 31 December 2005 the NAV stood at 44.19 pence per share. We are delightedto report that this growth in the NAV of Pre IPO has continued since the yearend. As of 15 February 2006 the net asset value was 44.92 pence per share,representing an increase of approximately 211% for the period from 1 January2005 to 15 February 2006. Date 1 January 31 March 2005 30 June 2005 30 September 2005 31 December 2005 15 February 2005 2006 (audited) (unaudited) (unaudited) (unaudited) (audited) (unaudited) NAV 14.46 p 28.14 p 28.13 p 39.69 p 44.19 p 44.92 p Fund Raising Our first material fundraising occurred at the time of our admission to tradingon AIM in February 2005 when £2.5 million (gross) was raised. In addition wesuccessfully completed an additional fundraising of approximately £1.45 million(gross) at 42 pence per share, the details of which were announced on 2September 2005. We also have an option agreement with Danemead Limited ("Danemead") under whichit must procure the subscription of a total of £4.0 million for the issue of newshares in Pre IPO, with half the total due to be procured during the period 24October 2005 to 23 November 2005 and the remaining half during the period 24April 2006 to 23 May 2006. We expected that the funds raised at the time ofAdmission together with the option agreement with Danemead and the placing whichwe undertook in September 2005 would provide sufficient cash resources for PreIPO on an on-going basis. However, the Directors have been very aware that,with the Company's share price being below the price at which the Company raisedits funds in September 2005, (42 pence per share), it would be highly dilutiveto our shareholders for the first part of the option to have been exercised. Wetherefore decided that it was in the best interests of our existing shareholdersnot to exercise this first option. We will continue to monitor the situationwith regards to the exercise of the second part of the option. However, we aredetermined that we will not overly dilute our existing shareholders. A consequence of us not exercising the first half of the Danemead option is thatwe are operating with £2 million of assets less than anticipated. This hasresulted in the cash balances held by Pre IPO being very low, and, in general,we can only make investments when divestments have occurred. Therefore, ourcost base as a percentage of assets managed is relatively high. We haveconstantly sought ways to reduce the costs of Pre IPO but believe that thosecosts that are incurred are necessary for the proper operation of an AIM-tradedinvestment company. Investment Strategy Pre IPO's stated investment strategy is to achieve capital growth forshareholders through the purchase, holding and sale of minority stakes in othercompanies. We intend to invest only in companies which are currently unquotedbut where we believe that it will achieve a flotation on a RecognisedInvestments Exchange or Exchange Regulated Market in Europe up to eighteenmonths from the time of investment by the Company. Potential investments areevaluated from a wide variety of industry sectors which are based upon therecommendations of a separate Investment Advisory Panel ("IAP"). The IAP will normally prepare a written report for the Board on the proposedinvestee company together with its recommendations. It will base itsrecommendations upon its investment policy, which has been approved by theBoard. This investment policy sets out a number of key factors which are takeninto account, including: • The size of the investment in relation to Pre IPO's assets; • Whether or not the investment cost appears to be at a discount to theactual or potential valuation of the investee company; • Whether or not there is a proven management team in place or availablefor the investee company; • Its opinion of the investee company's financial and other resources,future trading prospects, visibility of earnings, cash flow forecasts andongoing working capital requirements; • Whether or not it considers that there are satisfactory prospects forthe investee company to achieve a quotation within a reasonable time frame; • Whether or not it considers that there are satisfactory prospects forPre IPO to exit the investment once a flotation has been achieved. We stated at the time our interim accounts were published on 27 September 2005that we had successfully invested and exited from two investments. We aredelighted to be able to report that since this time a further two investmentsfrom the portfolio have floated. We have partially exited from one of these andexpect to fully exit from both in the coming months. The funds received fromthe divestment of investments have been re-invested into other companies veryquickly. Our cash as at 31 December 2005 was £101,668 which has increased to£142,822 by 15 February 2006. These levels of cash have been usual for Pre IPOduring the second half of 2005 and are a direct consequence of us not exercisingthe Danemead option, as has been discussed in Fund Raising above. As of 15 February 2006 we have a portfolio of 9 investments of which 3 arequoted and 6 unquoted. Three of our unquoted investments are valued at cost andthe other three unquoted investments have been re-valued to the value of theirlatest third party funding. All three of these re-valuations are at a premiumto the valuation we invested at. (Our quoted investments are valued at themid-market closing price.) We have targeted the complete exit from at least twoof our quoted companies and the flotation of at least 3 of our unquotedcompanies for this year. Achieving this will enable us to make a number offurther new investments during the course of 2006. In order to provide further information about the style of investment that wemake we have set out below further information about our latest investment. Pinnacle Plus Limited ("Pinnacle") has developed a specialised vehicle fleetmanagement and information system that has been proven to significantly improveoperational efficiency, safety and security for motorised airport ground supportequipment. Pinnacle has won long term contracts from KLM, Air France, Martinairand Menzies. Further significant long term contracts are under negotiation.Pre IPO has become the "cornerstone investor" and has now invested (orsyndicated the investment) in excess of £1 million. Follow on funding has alsobeen agreed with Pinnacle, with some of the additional funds coming from Pre IPOand the remainder invested from the network of contacts that Pre IPO hasdeveloped. We have nominated a director to the board of Pinnacle and are nowworking with the company to ensure that an appropriate funding structure is inplace and that a successful flotation of Pinnacle can be achieved during 2006. In our Investment Update announcement of 10 June 2005 we discussed our analysisof the textile and fashion industry and the opportunities that we believe havecome about from structural changes within it. We stated at the time that weexpected to provide further information about these efforts in the very nearfuture. Whilst we continue to believe that there is considerable opportunityfor investment in this sector we have been unable to negotiate a satisfactoryinvestment in the sector. We will continue to monitor the sector and to remainin contact with those companies with whom we have been in discussions but we donot expect any further progress on this in the very near future. Share Price We successfully completed a placing and an introduction to trading on AIM, withtrading in the Company's shares commencing on 24 February 2005. The share pricehas however suffered during 2005, reaching a low of 35 pence per share. Therehas been some recovery of the share price but it has been disappointing,particularly given the progress achieved during the year. We are working topromote Pre IPO to a wider part of the investment community in the expectationthat the share price tracks more closely the progress we make in the NAV. Outlook The Directors believe that Pre IPO has made good progress in the increase of ourNAV and hope that the share price will start to reflect this. We continue toreview a wide range of potential investments and are confident that thoseinvestments we have made will be exited in a profitable and timely manner. Wetherefore remain optimistic about the future. Directors and their interests The Directors of the Company during the year were: Martin Shires BSc (Econ), ACA, TEP Paul Matthew Schreibke BSocSc, CTA, TEP Jonathan David Freeman BA (Hons) MBA Ian Geoffrey Clarke (alternate director for Paul Matthew Schreibke) James Grant Howitt (alternate director for Martin Shires) None of the Directors who held office at the end of the financial year had anyinterest in the share capital, loan capital or share options of the Company, nordoes any person connected with the Directors have any such interests, whetherbeneficial or non-beneficial. Substantial shareholdings At 31 December 2005, the issued share capital of the Company was 13,237,235ordinary shares of 1 pence each and the following shareholders were listed inthe shareholder register as holding 3% or more of the Company's share capital: Number of Percentage of ordinary shares issued ordinary share capitalC J Crabtree 1,091,460 8.2%E\* Trade Securities 3,022,535 22.8%HSBC Global Custody Nominee (UK) Ltd a/c 741820 1,067,500 8.1%HSBC Global Custody Nominee (UK) Ltd a/c 813259 867,391 6.6%Pershing Keen Nominees Ltd 478,000 3.6%Shepherd Investments Ltd 468,000 3.5%Vidacos Nominees Ltd 2,875,000 21.7% Corporate Governance The Company continues to give careful consideration to the principles ofcorporate governance to ensure that it complies with current UK corporategovernance requirements to the extent to which the Directors consider these tobe appropriate for a company of its size and taking into account its wish toconserve cash for investments. The Board meets regularly and has ultimate responsibility for the management ofthe Company. It also meets to review the remuneration of directors, theInvestment Advisory Panel and consultants. Relationship with shareholders The Directors seek to build a mutual understanding of objectives between theCompany and its shareholders. The Company reports formally to shareholders inits interim and annual reports setting out details of its activities. Inaddition, the Company keeps shareholders informed of events and progress duringthe year through the issue of press releases. The Directors meet withinstitutional shareholders following interim and final results. The Companyalso maintains investor relations pages on its website (www.equitypreipo.com). Where possible the Annual Report is sent to shareholders at least 20 workingdays before the Annual General Meeting. Directors are required to attend AnnualGeneral Meetings of the Company unless unable to do so for personal reasons ordue to pressing commercial commitments. Shareholders are given the opportunityto vote on each separate issue. The Company counts all proxy votes and willindicate the level of proxies lodged on each resolution, after it has been dealtwith by a show of hands. Results and Dividends The results of the Company for the year are set out below and on pages 11-19 ofthe Annual Report. No dividends have been paid or are proposed. Directors' responsibilities Company law requires the Directors to prepare financial statements for eachfinancial period which give a true and fair view of the state of affairs of theCompany and of the profit or loss of the Company for that period. In preparingthose financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • state whether applicable accounting standards have been followed,subject to any material departures disclosed and explained in the financialstatements; and • prepare the financial statements on the going concern basis unless itis inappropriate to presume that the group will continue in business. The Directors are responsible for keeping proper accounting records whichdisclose with reasonable accuracy at any time the financial position of theCompany and to enable them to ensure that the financial statements have beenproperly prepared in accordance with the Companies (Guernsey) Law, 1994. Inaddition the Directors are responsible for ensuring that the annual reportincludes information required by the AIM Rules. They are also responsible forsafeguarding the assets of the Company and hence for taking reasonable steps forthe prevention and detection of fraud and other irregularities. Financial statements are published on the Company's website. The maintenanceand integrity of the Company's website is the responsibility of the Directors.The Directors' responsibility also extends to the ongoing integrity of thefinancial statements contained therein. Auditors A resolution to reappoint BDO Novus Limited (previously BDO Guernsey Limited) asauditors will be proposed at the next Annual General Meeting. Directors Remuneration The emoluments of the individual Directors for the period were as follows: Director Salary or FeesM Shires -P M Schreibke -J D Freeman (non executive) £16,666 The Company entered into a services agreement with BGL Reads Fund ManagementLimited, now called MPR Fund Management Limited, which included the provision ofthe services of M Shires and P M Schreibke as executive Directors on a time-costbasis. The non-executive Directors fees are governed by Article 99 of theArticles of Association of the Company. The above fees do not include reimbursed expenditure. Martin Shires Paul Schreibke Jonathan Freeman 9th March 2006 STATEMENT OF TOTAL RETURNFOR THE YEAR ENDED 31 DECEMBER 2005 For the period 15 September 2004 to 31 December 2004 Note Revenue Capital Total Revenue Capital Total £ £ £ £ £ £GAINS ON INVESTMENTSNet realised gains - 321,296 321,296 - - - Net unrealised gains - 1,590,650 1,590,650 - 51,500 51,500 - 1,911,946 1,911,946 - 51,500 51,500 INCOME 1Investment income 3,238 - 3,238 - - -Bank interest 25,050 - 25,050 - - - 28,288 - 28,288 - - -EXPENDITURE 1Directors' fees 16,666 - 16,666 - - -Administration fees 44,650 - 44,650 8,750 - 8,750Professional fees - 72,932 72,932 4,306 - 4,306AIM admission expenses 238,081 - 238,081 - - -Consultancy fees - 117,651 117,651 - - -Audit fee 3,000 - 3,000 3,000 - 3,000Bank charges and interest 2,550 - 2,550 37 - 37Sundry expenses 1,430 - 1,430 100 - 100Regulatory and registration fees 13,767 - 13,767 2,400 - 2,400 320,144 190,583 510,727 18,593 - 18,593 NET RETURN ON ORDINARY ACTIVITIES (291,856) 1,721,363 1,429,507 (18,593) 51,500 32,907FOR THE FINANCIAL YEAR/PERIOD Return per share - basic and 5 (2.85) 16.81 13.96 (0.89) 2.47 1.58diluted (pence) All revenue and capital items in the above statement derive from continuingoperations. No operations were acquired or discontinued during the year. A reconciliation of movements in shareholders' funds is set out in note 12 to the financialstatements. The notes form an integral part of these financial statements. BALANCE SHEET31 DECEMBER 2005 Note 31 December 2004FIXED ASSETSQuoted investments 3 2,054,118 55,500Unquoted investments 4 3,722,050 630,000 5,776,168 685,500CURRENT ASSETSCash at bank and broker 101,668 11,657 101,668 11,657CREDITORS - AMOUNTS FALLING DUE WITHIN ONE YEARSundry creditors 7 28,178 5,250 28,178 5,250 NET CURRENT ASSETS 73,490 6,407 TOTAL ASSETS LESS CURRENT LIABILITES £ 5,849,658 £ 691,907 CAPITAL AND RESERVES CALLED UP SHARE CAPITAL 9 132,372 47,833SHARE PREMIUM ACCOUNT 10 4,254,872 611,167CAPITAL RESERVE REALISED 11 130,713 - UNREALISED 11 1,642,150 51,500REVENUE RESERVE 11 (310,449) (18,593) SHAREHOLDERS' FUNDS 12 £ 5,849,658 £ 691,907 Net asset value per share 5 44.19 p 14.46 p The notes form an integral part of these financial statements. CASH FLOW STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2005 For the period 15 September 2004 to Notes 31 December 2004 Net cash outflow from operating 8 (459,511) (13,343)activities Investing activities:Purchase of quoted investments (451,999) (4,000)Purchase of unquoted investments (2,796,893) (630,000)Proceeds from disposals of quoted investments 960,948 - Net cash outflow from financial (2,287,944) (634,000)investment Financing:Issue of own shares 2,859,860 659,000Commission on new share issues (22,394) - Net cash inflow from financing 2,837,466 659,000 Increase in cash resources for the year/period £ 90,011 £ 11,657 RECONCILIATION OF NET CASHFLOW TO MOVEMENT IN NET FUNDS Increase in cash resources for the year/period 90,011 11,657 Opening net funds 11,657 - Closing net funds £ 101,668 £ 11,657 The notes form an integral part of these financial statements. NOTES TO THE FINANCIAL STATEMENTS31 DECEMBER 2005 1. ACCOUNTING POLICIES (a) CONVENTION The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investments and in accordance with applicable accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" issued by The Association of Investment Trust Companies in January 2003. The principal accounting policies which the Directors have adopted within that convention are set out below. (b) INCOME Dividends receivable from quoted equity investments are recognised on the ex-dividend date. Dividends receivable from equity investments where no ex-dividend date is quoted are recognised when the Company's right to receive payment is established. Interest receivable on cash deposits is accounted for on an accruals basis. (c) FOREIGN CURRENCY TRANSLATION Assets and liabilities denominated in foreign currencies other than sterling have been translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions during the period have been translated at the rates of exchange ruling at the date of the transaction. (d) VALUATION OF INVESTMENTS Quoted investments are valued at middle market prices. Unquoted investments are valued by the Board according to the valuation principles of the British Venture Capital Association, and accordingly are stated at the value of their latest third party funding. Where no third party funding has taken place they are valued at cost. Realised gains or losses on the disposal of investments are taken to the capital reserve - realised. Unrealised gains or losses on revaluation of investments are taken to the capital reserve - unrealised. (e) EXPENDITURE All expenses are accounted for on an accruals basis. Expenses are charged through the Statement of Total Return except where the expense is incidental to the acquisition or disposal of an investment in which case the expense is added to the cost of the investment or deducted from the sale proceeds. Expenses that are directly attributable to the management of investments are allocated directly to capital in the Statement of Total Return. With the Directors' long term target for returns on investments being entirely from capital gains there is no requirement to apportion these expenses between revenue and capital. 2. TAXATION The Company has been granted exempt status under the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989, and is therefore subject to the payment of an annual fee which is currently £600. 3. QUOTED INVESTMENTS 31 December 2004 At cost £ 1,503,395 £ 4,000 At market value £ 2,054,118 £ 55,000 4. UNQUOTED INVESTMENTS At cost £ 2,630,623 £ 4,000 At Directors' valuation £ 3,722,050 £ 630,000 5. EARNINGS PER SHARE The calculation of basic earnings per share is based on the net return on ordinary activities after tax for the year and on 10,238,759 (2004: 2,083,530) shares being the weighted average number of shares in issue during the year. The calculation of diluted earnings per share is based on the net return on ordinary activities after tax for the year and on 10,238,759 (2004: 2,083,530) shares being the weighted average number of shares in issue during the year adjusted for any dilutive effect of the Option Agreement (see note 15). There is no dilutive effect at the year end. 6. NET ASSET VALUE PER SHARE The calculation of net asset value per share is based on the net assets of £5,849,658 (2004: £691,907) and on the ordinary shares in issue of 13,237,235 (2004: 4,783,335) at the balance sheet date. 7. SUNDRY CREDITORS Audit fees 3,000 3,000 Consultancy / Directors fees 14,717 - Professional fees 1,520 - Administration fees 8,941 2,250 £ 28,178 £ 5,250 8. CASH FLOW NOTES For the period (i) Reconciliation of revenue return to operating cashflow 15 September 2004 to 31 December 2004 Net return on ordinary activities for the (291,856) (18,593) financial period before taxation Expenses charged to capital (190,583) - Increase in creditors 22,928 5,250 Net cash outflow from operating £ (459,511) £ (13,343) activities (ii) Material non-cash transactions The Company received stock in an unquoted company amounting to £890,778 in satisfaction of an issue of ordinary shares. The proceeds from issues of ordinary shares during the year were received net of commission amounting to £200,000. 9. CALLED UP SHARE CAPITAL 31 December 2004 Authorised 50,000,000 ordinary shares of £0.01 each £ 500,000 £ 500,000 Allotted and fully paid 13,237,235 ordinary shares (2004: 4,783,335) of £ 132,372 £ 47,833 £0.01 each On 18 February 2005 1,280,000 ordinary shares of £0.01 each were issued at a premium of £0.49 each ranking pari passu with the existing shares in issue. On 23 February 2005 3,720,000 ordinary shares of £0.01 each were issued at a premium of £0.49 each ranking pari passu with the existing shares in issue. On 1 September 2005 3,453,900 ordinary shares of £0.01 each were issued at a premium of £0.41 each ranking pari passu with the existing shares in issue. 10. SHARE PREMIUM ACCOUNT As at 1 January 2005 611,167 8,453,900 ordinary shares issued in the year, at an 3,866,099 average premium of 45.73p per share Commission on new share issues (222,394) As at 31 December 2005 £ 4,254,872 11. RESERVES Capital Capital Revenue Reserve Reserve Reserve Total - Realised - Unrealised Balance at 1 January 2005 - 51,500 (18,593) 32,907 Net return for the financial year (190,583) - (291,856) (482,439) Net realised gains 321,296 - - 321,296 Net unrealised gains - 1,590,650 - 1,590,650 Balance at 31 December 2005 £ 130,713 1,642,150 (310,449) 1,462,414 12. RECONCILIATION OF MOVEMENTS IN For the period SHAREHOLDERS' FUNDS 15 September 2004 to 31 December 2004 Net return for the financial year/period 1,429,507 32,907 Dividends paid (net) - - 1,429,507 32,907 Net proceeds of new share capital subscriptions 3,728,244 659,000 Net addition to shareholders' funds 5,157,751 691,907 Balance brought forward 691,907 - Closing shareholders' funds £ 5,849,658 £ 691,907 13. RELATED PARTY TRANSACTIONS On 9 February 2005 and as disclosed in the Admission Document dated 18 February 2005, Combined Management Services Limited ("CMS") entered into a services agreement with the Company under the terms of which CMS agreed to provide research, consultancy, office management and administration services to the Investment Advisory Panel. A total of £81,183 has been paid to CMS for the year to 31 December 2005. Jonathan Freeman owns 50% of CMS. Jonathan Freeman was paid an amount of £35,000 during the year for work carried out by him on behalf of the Company in relation to its admission to trading on AIM. 14. FINANCIAL INSTRUMENTS (i) Management of risk The Company's financial instruments comprise: - Equity shares that are held in accordance with the Company's investment objective as set out in the Director's Statement - Cash and short term debtors and creditors that arise directly from the Company's operations. The main risks arising from the Company's financial instruments are due to fluctuations in market prices, foreign exchange rates and interest rates. The Board regularly reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained constant throughout the period under review. Market price risk Market price risk arises mainly from uncertainty about the future prices of financial instruments used in the Company's operations. It represents the potential loss the Company might suffer through holding market positions in the face of price movements and movements in exchange rates. It is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce risk arising from factors specific to a particular country or sector. The allocation of assets to international markets and stock selection are other factors which act to reduce market price risk. The Investment Advisory Panel monitor market prices throughout the year and report to the Board, which meets regularly to consider investment strategy. Foreign currency risk The Company's total return and net assets can be significantly affected by fluctuations in foreign currency exchange rates because a portion of the Company's assets and revenue are denominated in currencies other than sterling. Liquidity risk The Company's assets comprise mainly readily realisable securities which can be sold to meet funding commitments if necessary. Credit risk The Company places funds with authorised deposit takers from time to time and is therefore potentially at risk from the failure of any such institution of which it is a creditor. The Company expects to place any deposits on a short term basis and where possible with more than one institution to reduce its credit risk. (ii) Interest rate risk of financial assets The majority of the Company's financial assets are equity shares and other investments which neither pay interest nor have a stated maturity date. (iii) Currency exposure A portion of the financial assets of the Company are denominated in currencies other than sterling with the effect that the net assets and total return can be significantly affected by currency movements. Currency Investments Cash at Total bank Euro 173,300 - 173,300 US Dollar - 3,238 3,238 Euro £ 173,300 £ 3,238 £ 176,538 (iv) Fair values of financial assets All of the financial assets of the Company are held at fair value, as shown in notes 3 and 4. 15. OPTION AGREEMENT By an option agreement dated 9 February 2005 between the Company and Danemead Limited ("Danemead "), the Company will be entitled to call on Danemead to procure the subscription by third party investors of up to £2million for new Ordinary Shares during the 30 day period following eight months after Admission and of up to a further £2million for new Ordinary Shares during the 30 day period beginning fourteen months after Admission, failing which in each case it will itself be obliged to subscribe for such shares. The exercise price of the option will be equal to 90% of the average middle market quotations of the Ordinary Shares for the five dealing days prior to the relevant exercise date as shown by the Stock Exchange Alternative Trading Service of the London Stock Exchange, subject to a minimum of the nominal value of the shares. Danemead will be paid a cash commission of 10% of the gross funds subscribed for under the exercise of the option. Danemead has irrevocably directed the Company to apply the whole of such cash commission to the payment up and allotment to Danemead or to such other person or persons as Danemead may direct of new Ordinary Shares at the option price. The first option was not exercised and has now expired. 16. REPORTED NET ASSET VALUE (NAV) The NAV reported to the market shortly after 31 December 2005 was 45p. These financial statements are based on the Company's audited records, and reflect all known debtors and creditors as accrued. Such accruals are the reason for the difference in the estimated NAV reported, and the NAV reported in these audited financial statements. Copies of the Annual Report for the year ended 31 December 2005 are being sentto shareholders. Further copies will be available from the Company Secretary'soffice: Cosign Limited, Martello Court, Admiral Park, St Peter Port, Guernsey,GY1 3HB. For further information, please contact: Martin Shires, Director Tel: +44 (0) 1481 751 000 Paul Schreibke, Director Tel: +44 (0) 1481 751 000 Jonathan Freeman, non-executive Director Tel: +44 (0) 1600 750 432 This information is provided by RNS The company news service from the London Stock Exchange