Judges Scientific Plc (JDG) 2005年年度報告「LSE」.pdf

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1、Annual Report and Accounts 2005Judges Capital plcDirectorsThe Hon.Alexander Robert Hambro(Non-Executive Chairman)David Elie Cicurel(Chief Executive)Ralph Leslie Cohen(Finance Director)Ralph Julian Elman(Non-Executive Director)Glynn Carl Reece(Non-Executive Director)Company SecretaryRalph Leslie Cohe

2、nRegistered OfficeUnit 19,Charlwoods RoadEast GrinsteadWest Sussex RH19 2HLRegistrarCapita IRG plcThe Registry34 Beckenham RoadBeckenhamKent BR3 4TUNominated AdviserShore Capital and Corporate LtdBond Street House14 Clifford StreetLondon W1S 4JUStockbrokerShore Capital Stockbrokers LtdBond Street Ho

3、use14 Clifford StreetLondon W1S 4JUAuditorsGrant Thornton UK LLPChartered AccountantsRegistered Auditors8 West WalkLeicester LE1 7NHPrincipal BankersBank of Scotland55 Temple RowBirmingham B2 5LSSolicitorsFaegre&Benson LLP7 Pilgrim StreetLondon EC4V 6LBRegistered in England and Wales,Company No.4597

4、315Company Information12PageTrading Activities3Chairmans Statement4-5Directors Report6-7Report of the Independent Auditor to the Members of Judges Capital plc8Consolidated Profit and Loss Account9Balance Sheets10Consolidated Cash Flow Statement11Notes to the Consolidated Cash Flow Statement12Other N

5、otes to the Financial Statements13-21Notice of Annual General Meeting22-23Form of Proxy23ContentsFire Testing TechnologyEstablished in 1989 and strongly focused on the global export market,FTT has become the worlds leading producer of fire testinginstrumentation.With a portfolio of more than 35 inst

6、ruments,FTTpossesses an unrivalled product range and has supplied numerous fireresearch institutions and testing laboratories.The companys scientistsare recognised authorities on fire testing issues and,as such,aremembers of national and international Fire and Safety StandardsCommittees.FTT designs

7、and assembles its product range at its base in EastGrinstead,Sussex.Instruments include the Cone Calorimeter,whichmeasures specific fire properties of materials such as rate of heatrelease and time to ignition,and the NBS Smoke Density Chamber,which measures the density of smoke emission from heated

8、 materials.A recent innovation is the Micro Calorimeter,developed in co-operationwith the Federal Aviation Administration,which measures fire propertiespertaining to specimens that weigh no more than a few milligrams.The principal industries served by FTT are manufacturers ofconstruction,electro-tec

9、hnical and furnishing products together withmanufacturers of transport systems.With almost all of its outputexported,the companys products are in everyday use in everycontinent,supported by a worldwide network of agents and a team ofservice engineers based at the Sussex HQ.Website:www.fire-PE.fibero

10、pticsPE.fiberoptics is a leading provider to the telecommunications industryof a wide range of specialised equipment designed to test the propertiesof fibre optic and fibre optic networks.Superior technology,design andmanufacture serve to ensure that its innovative products play a vital rolein resol

11、ving fibre characterisation and network problems quickly andefficiently.Recognised for its award winning products,PFO provides customerswith equipment that will respond to and resolve the day-to-daychallenges experienced in both optical network applications and qualityassurance laboratories.Such pro

12、ducts include the CHROMOS11-CL-PMD,a unique portable optical analyser which has performed over aworld record distance of 15,500 km on a US-Europe-US submarine linkinvolving hundreds of optical amplifiers.PFOs customers include manufacturers of fibre,cable andtelecommunications equipment together wit

13、h network operators.Exportscurrently account for more than 90%of sales.Website:UHV DesignUHV Design specialises in the development and manufacture ofinstruments used to create motion,heating and cooling within ultrahigh vacuum chambers where pressure is several trillion times lessthan the atmosphere

14、.Designs include the patented MagiGear rotaryfeedthrough,which enables rotary motion to be transferred into avacuum system utilising magnetic technology.Complex customisedassemblies are also designed and manufactured,tailored to meetcustomers specific requirements.The companys dedication to innovati

15、on and quality has establishedUHV Design as a major force in its field on a worldwide basis,withoverseas markets currently accounting for more than 70%of sales.End-users include academic and research establishments(both publicand private sector)and industrial enterprises in sectors such assemiconduc

16、tors,aerospace,defence and nanotechnology.Website:Trading Activities3I am pleased to report that in 2005 your company achieved its maidenpre-tax profit for a full year amounting to 163,000(2004:loss153,000)on turnover of 2.2 million(2004:nil).A New DirectionIn 2005 your company adopted a new strateg

17、y focused on thedevelopment of a scientific instrumentation group.Our previous activity,effectively operating as a catalyst in relation to public to privatetransactions,proved incompatible with the revival of interest in quotedsmall cap shares.During the year,your company purchased Fire Testing Tech

18、nology(“FTT”)and supported a management buy-out of PE.fiberoptics(“PFO”).Subsequent to the year-end,Judges has completed theacquisition of UHV Design(“UHV”).FTTFTT,acquired on 24 May 2005,is a world leader in the manufacture ofinstruments designed to measure the reaction of a variety of materialsto

19、fire.FTTs business is largely driven by the need to comply withregulation and more than 95%of its sales are overseas.The purchaseprice amounted to 3.7 million,including 400,000 Ordinary shares and500,000 in vendor subordinated loan notes,plus an 803,000adjustment for excess working capital on comple

20、tion.The cashconsideration was financed by a 2.4 million senior term loan fromHBoS and a 956,000 placing of Ordinary shares at 100p per share.Inthe year ended 31 May 2005,FTT generated sales of 3.3 million andan operating profit of 700,000.PFOOn 2 September 2005 your company supported the management

21、 buy-out by PFO of the fibre optic testing instruments division ofPerkinElmer.The subscription price for our 51%shareholding was anominal 51 plus a 40,800 subordinated loan and a 250,000 seniorworking capital facility,of which 75,000 was drawn down oncompletion.PFO makes instruments designed to chec

22、k the performance4Chairmans Statementof fibre optic used in telecommunications.The acquired businesssuffered in the aftermath of the telecom boom and its future success willbe influenced by a resumption of normal spending within the sector.PFO has made an encouraging start and proved profitable and

23、cashgenerative during its first four months trading.The majority of thesenior facility was repaid at the year-end with the remainder repaidshortly thereafter.UHVThe acquisition of UHV was completed on 21 February 2006.UHVdesigns and manufactures instruments capable of manipulating objectsin ultra hi

24、gh vacuum chambers.The 836,000 purchase pricecomprised 650,000 in cash,98,522 Ordinary shares and an earn-outup to a maximum of 86,000;a further cash payment will become due,reflecting excess working capital at completion.The cash element wasfinanced by an extension of our senior term loan.In the ye

25、ar ended 31March 2005,UHV generated an unaudited operating profit of 295,000from a 954,000 turnover.Investment PortfolioOur investment portfolio was drastically reduced during the year from abook value of 1.7 million to 428,000.The net contribution fromdisposals amounted to 90,000.At the year-end th

26、e book value of ourportfolio included 228,000 of shares in companies that are either in theprocess of being liquidated or,in the case of Dickinson Legg,received atakeover offer post our balance sheet date(in March 2006).The only on-going investment is Poole Investments(book value:200,000).Financial

27、PerformanceThe Profit&Loss account therefore reflects seven months trading atFTT,four months trading at PFO and our residual investment activity.Basic earnings per share were 1.6p and 1.7p on a fully diluted basis(2004:loss per share of 7.3p).This encompasses the profits from ourreducing investment

28、activity and a full year of overheads,while our newtrading activity only contributed for part of the year.Earnings per share,excluding goodwill amortisation,amounted to 5.3p and 4.8p on a fullydiluted basis.Our year-end financial position was strong with 1.15 million of cash inhand(excluding the inv

29、estment portfolio).BoardYour Board was strengthened towards the end of the year by therecruitment of Ralph Cohen as a full-time Finance Director.RalphElman remains on the Board as a non-executive director and the Boardwould like to take this opportunity to thank him for his contribution as apart-tim

30、e Finance Director.ProspectsYour Board is confident that the companys new strategy will result inincreased shareholder value over time.We are delighted with theacquisitions completed during the past nine months and we are activelylooking for new opportunities to achieve further consolidation within

31、theinstrumentation sector.I would like to take this opportunity to thank both our longer standingand new shareholders for their continued support and also our groupemployees for their dedication and valued efforts throughout a year oforganisational change.Alex HambroChairmanDate:21 March 20065The di

32、rectors present their report and financial statements for the yearended 31 December 2005.Principal activities and review of the businessThe principal activity of the company changed during the year.JudgesCapital plc has become the parent company of a trading group involvedin the design and manufactu

33、re of scientific instruments.Prior to thischange of direction,the principal activity was that of undertakinginvestments.A review of the groups activities during the year and its prospects iscontained within the Chairmans statement.Results and dividendsThe results for the year are set out on page 9.T

34、he directors do notrecommend payment of a dividend for the year.DirectorsThe following directors have held office at any time during the year:Hon AR Hambro1 non-executiveMr DE CicurelMr RL Cohen appointed 20 October 2005Mr RJ Elman2 non-executive(executive until 20 October 2005)Mr GC Reece1 non-exec

35、utive1Member of the audit and remuneration committees2Member of the audit and remuneration committees since 20 October 2005Directors interestsThe directors interests in the Ordinary shares of the company were asstated below:Ordinary of 5p each31 December 20051 January 2005(or date of appointment if

36、later)SharesOptions SharesOptionsHon AR Hambro25,000-Mr DE Cicurel*526,356-526,356-Mr RL Cohen-37,000-Mr RJ Elman-Mr GC Reece-*Held through David Cicurel(Investments)Limited(DCIL),except for 40 shares helddirectly.It is intended that the Ordinary shares held by DCIL will be distributed inspecie to D

37、avid Cicurel Securities Limited(DCSL)once the close period has ended.DCSL owns 100%of the ordinary shares of DCIL.Details of share options are set out in note 18 to the financial statements.In addition to the above holdings of Ordinary shares,the directors hadthe following interests in the Convertib

38、le Redeemable share capital ofthe company:Convertible Redeemable of 1p each(quarter-paid)31 December 20051 January 2005(or date of appointment if later)SharesSharesHon AR Hambro416,667416,667Mr DE Cicurel*4,166,6674,166,667Mr RL Cohen-Mr RJ Elman208,333208,333Mr GC Reece208,333208,333*Held through D

39、CIL at 31 December 2005.On 23 February 2006 DCIL distributed inspecie the 4,166,667 convertible redeemable shares in the company to DCSL.The conversion terms of the Convertible Redeemable shares aredetailed in note 19 to the financial statements.Following a fullconversion of the Convertible Redeemab

40、le shares to Ordinary shares,the directors interests in the enlarged share capital of the company asat 31 December 2005 would have been as follows:Ordinary SharesHon AR Hambro39,345Mr DE Cicurel919,805Mr RL Cohen-Mr RJ Elman19,672Mr GC Reece19,672Payment policyThe groups policy is to agree terms and

41、 conditions with suppliersbefore business takes place and to pay agreed invoices in accordancewith the terms of payment.Trade creditor days of the company at theend of the year represented 6 days(2004:4 days).Directors responsibilitiesThe directors are responsible for preparing the Annual Report and

42、 thefinancial statements in accordance with applicable law and UnitedKingdom Accounting Standards(United Kingdom Generally AcceptedAccounting Practice).Company law requires the directors to prepare financial statements foreach financial year which give a true and fair view of the state of affairs of

43、the group and company and of the profit or loss of the group for that year.In preparing these 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

44、 accounting standards have been followed,subject to any material departures disclosed and explained in thefinancial statements;prepare the financial statements on the going concern basis unless itis inappropriate to presume that the group and company will continuein business.6Directors ReportThe dir

45、ectors are responsible for keeping proper accounting recordsthat disclose with reasonable accuracy at any time the financial positionof the group and company and enable them to ensure that the financialstatements comply with the Companies Act 1985.They are alsoresponsible for safeguarding the assets

46、 of both the group and companyand hence for taking reasonable steps for the prevention and detectionof fraud and other irregularities.The maintenance and integrity of the Judges Capital website is theresponsibility of the directors:the work carried out by the auditors does notinvolve consideration o

47、f these matters and,accordingly,the auditors acceptno responsibility for any changes that may have occurred to the financialstatements since they were initially presented on the website.Legislation inthe United Kingdom governing the preparation and dissemination of thefinancial statements may differ

48、 from legislation in other jurisdictions.International Financial Reporting StandardsJudges Capital plc intends to adopt IFRS in line with the AIM mandatoryadoption timetable(ie for the year ending 31 December 2007).Corporate GovernanceThe directors have established an audit committee and a remunerat

49、ioncommittee with formally delegated duties and responsibilities.Themembers of both committees are the non-executive directors.The audit committee determines the terms of engagement of thecompanys auditors and,in consultation with the companys auditors,the scope of the audit.The audit committee has

50、unrestricted access tothe companys auditors.The remuneration committee reviews the scaleand structure of the executive directors remuneration and the terms oftheir service contracts.The remuneration of the non-executive directorsis determined by the Board as a whole.No directors participate insettin

51、g their own pay.Post balance sheet eventsOn 21 February 2006,the company announced the acquisition of theentire issued share capital of UHV Design Limited for a maximumconsideration of 836,000(plus a working capital adjustment).Thiscompany designs and manufactures instruments used to manipulateobjec

52、ts in ultra high vacuum chambers.On 6 March 2006 the companyissued 98,522 Ordinary shares of 5p at a fair value of 1.015 in respectof the acquisition of UHV Design Limited.In addition,a formal takeover offer was received on 3 March 2006 byDickinson Legg Group plc,a quoted company in which Judges Cap

53、italplc holds 3.01%,valuing the shares at 17.75p.Financial risk management objectives and policiesThe group uses financial instruments,other than derivatives,comprising borrowings,cash and other liquid resources and variousother items such as trade debtors and creditors that arise directly fromits o

54、perations.The main purpose of these financial instruments is toraise finance for the groups operations.The main risks arising from thegroup financial instruments are interest rate risk,liquidity risk,creditrisk and foreign currency risk.The directors review and agree policiesfor managing each of the

55、se risks and they are summarised below.Interest rate riskThe group finances its operations through a mixture of bankborrowings,equity and retained profits.The groups exposure to interestrate fluctuations on its borrowings is managed on a group basis by theuse of both fixed and floating facilities.Li

56、quidity riskThe group seeks to manage financial risk by ensuring sufficient liquidityis available to meet foreseeable needs and to invest cash assets safelyand profitably.Primarily this is achieved through loans arranged atgroup level.Short term flexibility is achieved by overdraft facilities.Credit

57、 riskThe group reviews the credit risk relating to its customers by ensuringwherever possible it deals with long established trading partners andagents and government/university backed bodies,where the risk ofdefault is considered low.Where considered appropriate,the group insistson up-front payment

58、 and requires letters of credit facilities to be provided.Currency riskWith a significant proportion of the groups sales being exported,themain risk area to which the group is exposed is that of foreigncurrencies(mainly US$and Euros).It is not the groups practice for thisrisk to be hedged but the di

59、rectors review this on a regular basis.AuditorsGrant Thornton UK LLP offer themselves for reappointment as auditorsin accordance with section 385 of the Companies Act 1985.On behalf of the boardRL CohenDirector and Company Secretary21 March 20067We have audited the group and parent company financial

60、 statements(the financial statements)of Judges Capital plc for the year ended 31December 2005 which comprise the consolidated profit and lossaccount,the group and company balance sheets,the consolidatedcashflow statement and associated notes a to c and notes 1 to 29 to thefinancial statements.These

61、financial statements have been preparedunder the accounting policies set out therein.This report is made solely to the companys members,as a body,inaccordance with Section 235 of the Companies Act 1985.Our auditwork has been undertaken so that we might state to the companysmembers those matters we a

62、re required to state to them in an auditorsreport and for no other purpose.To the fullest extent permitted by lawwe do not accept or assume responsibility to anyone other than thecompany and the companys members as a body,for our audit work,forthis report or for the opinions we have formed.Respectiv

63、e responsibilities of the directors and auditorsThe directors responsibilities for preparing the annual report and thefinancial statements in accordance with United Kingdom law andAccounting Standards(United Kingdom Generally Accepted AccountingPractice)are set out in the statement of directors resp

64、onsibilities.Our responsibility is to audit the financial statements in accordance withrelevant legal and regulatory requirements and International Standardson Auditing(UK and Ireland).We report to you our opinion as to whether the financial statements givea true and fair view and are properly prepa

65、red in accordance with theCompanies Act 1985.We also report to you if,in our opinion,thedirectors report is not consistent with the financial statements,if thegroup and company has not kept proper accounting records,if we havenot received all the information and explanations we require for ouraudit,

66、or if information specified by law regarding directorsremuneration and transactions with the company is not disclosed.We read the other information contained in the annual report andconsider whether it is consistent with the audited financial statements.This other information comprises only the Chai

67、rmans Statement andthe Directors Report.We consider the implications for our report if webecome aware of any apparent misstatements or materialinconsistencies with the financial statements.Our responsibilities donot extend to any other information.Basis of opinionWe conducted our audit in accordance

68、 with International Standards onAuditing(UK and Ireland)issued by the Auditing Practices Board.Anaudit includes examination,on a test basis,of evidence relevant to theamounts and disclosures in the financial statements.It also includes anassessment of the significant estimates and judgements made by

69、 thedirectors in the preparation of the financial statements,and of whetherthe accounting policies are appropriate to the group and companyscircumstances,consistently applied and adequately disclosed.We planned and performed our audit so as to obtain all the informationand explanations which we cons

70、idered necessary in order to provide uswith sufficient evidence to give reasonable assurance that the financialstatements are free from material misstatement,whether caused byfraud or other irregularity or error.In forming our opinion,we alsoevaluated the overall adequacy of the presentation of info

71、rmation in thefinancial statements.OpinionIn our opinion the financial statements:give a true and fair view,in accordance with United KingdomGenerally Accepted Accounting Practice,of the state of the groupsand the parent companys affairs as at 31 December 2005 and of thegroups profit for the year th

72、en ended;and have been properly prepared in accordance with the Companies Act1985.Grant Thornton UK LLPRegistered AuditorsChartered AccountantsLeicester21 March 20068Report of the Independent Auditor to the Members of Judges Capital plc9Consolidated Profit and Loss Account20052004NotesContinuing act

73、ivitiesAcquisitionsTotalTurnover2-2,211,5212,211,521-Operating costs3(244,426)(1,737,350)(1,981,776)(175,535)Goodwill amortisation-(103,750)(103,750)-Total operating costs(244,426)(1,841,100)(2,085,526)(175,535)Operating(loss)/profit(244,426)370,421125,995(175,535)Profit on disposal of investments89

74、,84257,654Provision against investments-(100,000)Investment income5-61,912Net interest(payable)/receivable6(52,632)2,441Profit/(loss)on ordinary activities before taxation4163,205(153,528)Tax on profit/(loss)on ordinary activities7(100,777)-Profit/(loss)on ordinary activities after taxation62,428(15

75、3,528)Minority interests(15,499)-Profit/(loss)for the financial year retained2046,929(153,528)Earnings/(loss)per share8Basic1.6p(7.3)pDiluted1.7p-There are no recognised gains and losses other than the results for the year set out above.The accompanying notes form an integral part of these financial

76、 statements.10Balance Sheets20052004NotesGroupCompanyGroupCompany(restated)(restated)Fixed assetsIntangible assets93,638,059-Tangible assets10114,336-Investments11-4,579,564-3,752,3954,579,564-Current assetsStocks12413,130-Debtors13692,350145,2428,2308,230Investments14427,911427,9111,702,0751,702,07

77、5Cash in hand and at bank1,148,619742,337296,073296,0732,682,0101,315,4902,006,3782,006,378Creditors:amounts falling due within one year15(1,044,264)(305,776)(484,966)(484,966)Net current assets1,637,7461,009,7141,521,4121,521,412Total assets less current liabilities5,390,1415,589,2781,521,4121,521,

78、412Creditors:amounts falling due after more than one year16(2,528,959)(2,528,959)-Provisions for liabilities17(23,557)-Minority interests(15,548)-Total net assets2,822,0773,060,3191,521,4121,521,412Capital and reservesCalled up share capital18173,118173,118105,318105,318Share premium202,501,4302,501

79、,4301,695,4941,695,494Merger reserve20380,000-Profit and loss account20(232,471)385,771(279,400)(279,400)Shareholders funds212,822,0773,060,3191,521,4121,521,412The accompanying notes form an integral part of these financial statements.The financial statements were approved by the Board on 21 March

80、2006D.E.CicurelR.L.CohenDirectorDirector11Notes20052004Net cash inflow/(outflow)from operating activitiesa345,217(195,365)Returns on investments and servicing of financeInterest received54,46225,279Interest paid(107,094)(360)Dividends received-58,462(52,632)83,381Capital expenditurePurchases of fixe

81、d assets(11,704)-Acquisitions and disposalsInvestments in subsidiaries(4,059,564)-Net cash from purchase of subsidiary undertaking579,949-(3,479,615)-Net cash outflow before management of liquid resources and financing(3,198,734)(111,984)Management of liquid resourcesPurchases of investments-(650,79

82、0)Sales of investments1,364,006412,500Net cash outflow before financing(1,834,728)(350,274)FinancingIssue of Ordinary shares956,000-Expenses paid in connection with share issues(102,264)-Loans drawn down2,448,959-Loan repayments(164,000)-Payments for CFDs-(57,300)Repayments of CFDs(451,421)-Net cash

83、 inflow/(outflow)from financing2,687,274(57,300)Increase/(decrease)in cash in the yearc852,546(407,574)The accompanying notes form an integral part of these financial statements.Consolidated Cash Flow Statement12a Reconciliation of operating profit/(loss)to net cash inflow/(outflow)from operating ac

84、tivities20052004Operating profit/(loss)125,995(175,535)Depreciation of fixed assets10,767-Amortisation of goodwill103,750-Increase in stocks(60,880)-Increase in debtors(43,247)(4,068)Increase/(decrease)in creditors due within one year208,832(15,762)Net cash inflow/(outflow)from operating activities3

85、45,217(195,365)b Analysis of net funds/(debt)1 January 2005AcquisitionsCash flowInvestment realisations31 December 2005(net)Net cash:Cash at bank and in hand296,073-852,546-1,148,619Liquid resources:Current asset investments1,702,075-(1,274,164)427,911Amount outstanding under CFDs(451,421)-451,421-1

86、,250,654-(822,743)427,911Debt due one year-(500,000)(2,028,959)-(2,528,959)Net funds/(debt)1,546,727(500,000)(1,432,413)(822,743)(1,208,429)c Reconciliation of net cash flow to movement in net funds20052004Increase/(decrease)in cash in the year852,546(407,574)Cash flow from increase/(decrease)in liq

87、uid resources(1,364,006)238,290Profit on disposal of investments89,84257,654Transactions in investments under CFDs-498,795Amount repaid/(outstanding)under CFDs451,421(451,421)Provision against investments-(100,000)New loans entered into(net of repayments)(2,284,959)-Non cash movement-issue of loan n

88、otes(500,000)-Movement in net funds/(debt)in the year(2,755,156)(164,256)Opening net funds1,546,7271,710,983Closing net(debt)/funds(1,208,429)1,546,727Notes to the Consolidated Cash Flow Statement1Accounting policies1.1 Accounting conventionThe financial statements have been prepared in accordance w

89、ithapplicable United Kingdom Accounting Standards and under thehistorical cost convention.The format used for the profit and lossaccount has been changed from Format 1 to Format 2 of Schedule4 of the Companies Act 1985.This has been done by the directorsto reflect more accurately the operations of t

90、he group.The principal accounting policies of the group are set out below.The policies have remained unchanged from the previous year,apart from the adoption of FRS 21 Events After the BalanceSheet Date,and FRS 25 Financial Instruments:Disclosure andPresentation.These changes are described in more d

91、etail below.Changes in Accounting PolicyIn preparing the financial statements for the current year,thegroup has adopted the following Financial Reporting Standards:FRS 21-Events After the Balance Sheet DateThe adoption of FRS 21 has resulted in a change in accountingpolicy in respect of proposed equ

92、ity dividends.If the companydeclares dividends to the holders of equity instruments afterthe balance sheet date,the company does not recognise thosedividends as a liability at the balance sheet date.Previouslyhad equity dividends been proposed after the balance sheetdate but before authorisation of

93、the financial statements theywould have been recorded as liabilities at the balance sheetdate.Any aggregate amount of equity dividends proposedbefore approval of the financial statements,which would not beshown as liabilities at the balance sheet date,would bedisclosed in the notes to the financial

94、statements.This changein accounting policy had no effect on figures previouslyreported or on the results for the period,as set out in note 20.FRS 25-Financial Instruments:Disclosure and PresentationThe adoption of FRS 25 has resulted in a change in thepresentation of non-equity shares,which are now

95、disclosed asfinancial liabilities,and as a result the 2004 balance sheets havebeen restated accordingly.The financial effect of this change inclassification is set out in notes 15 and 19.1.2 Basis of consolidationThe group financial statements consolidate those of the companyand of its subsidiaries,

96、drawn up to a coterminous accounting date.The results of companies acquired during the year are consolidatedfrom the date of acquisition.Acquisitions of subsidiaries are dealtwith by the acquisition method of accounting.The company is entitled to the merger relief offered by section 131of the Compan

97、ies Act 1985 in respect of the fair value of theconsideration received in excess of the nominal value of theequity shares issued in connection with the acquisition of FireTesting Technology Limited.The share of net assets of subsidiaries which are not whollyowned are disclosed as minority interests.

98、1.3 GoodwillGoodwill arising on the acquisition of subsidiary companies orof business undertakings is the difference between the fair valueof the purchase consideration and the fair value of the net assetsacquired.Goodwill is capitalised and amortised on a straightline basis over its estimated usefu

99、l economic life up to amaximum of 20 years for acquisitions of subsidiary companies.Negative goodwill is written back to the profit and loss account tomatch the consumption of the non-monetary assets acquired.1.4 Cashflow statementMovement of liquid resources relates to net cash cost of currentinves

100、tments acquired and sold in the year.All current assetinvestments are held as liquid resources.1.5 Turnover Revenue recognition policies in respect of the groups principalrevenue streams are as follows:Sales of instruments and spares are recognised at the point ofdespatch.Installation revenues are d

101、eferred and recognised oncompletion of installation.All revenues are stated exclusive of value added tax.1.6 Investment incomeInvestment income comprises dividends declared during theaccounting period and interest receivable on quoted and unquotedinvestments.1.7 Tangible fixed assetsFixed assets are

102、 stated at cost or at fair value if part of anacquisition,net of any depreciation and any provision forimpairment.Depreciation is provided at annual rates calculated towrite off the cost or fair value less residual value of each assetover its expected useful life,as follows:Plant and machinery:15%on

103、 written down value or 20%on cost13Notes to the Financial StatementsFixtures,fittings and equipment:15%on written down valueMotor vehicles:25%on written down valueBuilding improvements:20%on cost1.8 StocksStocks are stated at the lower of cost and net realisable value or atfair value if part of an a

104、cquisition.Cost includes materials,directlabour and an attributable proportion of manufacturing overheadsbased on normal levels of activity.1.9 InvestmentsFixed asset investments in subsidiaries are stated at cost lessprovision for permanent diminution in value.Other investmentsare treated as curren

105、t assets,reflecting the groups strategicinvestment policy actively to pursue appropriate exit routes on allsuch investments.Current asset investments are stated at thelower of cost and the directors estimate of near-term netrealisable value.1.10 Deferred taxationDeferred tax is recognised on all tim

106、ing differences where thetransactions or events that give the group and the company anobligation to pay more tax in the future,or a right to pay less taxin the future,have occurred by the balance sheet date.Deferredtax assets are recognised when it is more likely than not that theywill be recovered.

107、Deferred tax is not discounted and is measuredusing rates of tax that have been enacted or substantively enactedby the balance sheet date.1.11 PensionsCompanies in the group operate defined contribution pensionschemes for employees and directors.The assets of the schemesare held by investment manage

108、rs separately from those of thecompany and group.The annual contributions payable arecharged to the profit and loss account.1.12 Foreign currenciesMonetary assets and liabilities denominated in foreign currenciesare translated into sterling at the rates of exchange prevailing atthe balance sheet dat

109、e.Transactions in foreign currencies arerecorded at the rate of exchange prevailing at the date oftransaction.All differences are taken to the profit and lossaccount.1.13 LeasingRentals payable under operating leases are charged againstincome on a straight line basis over the lease term.1.14 Contrac

110、ts for Differences To facilitate its former investment purchases,the groupperiodically funded the acquisition of rights over shares by theuse of Contracts for Differences(CFDs).CFDs are a financingtool,in that they provide access to economic benefits(theunderlying investments)in return for an ongoin

111、g financing cost.Investments purchased using CFDs are therefore treated as ownedinvestments,with the gross CFD liability treated as debt.Thecarrying costs of CFDs are treated as finance costs and charged tothe profit and loss account as incurred.2Turnover and profit/(loss)on ordinary activities befo

112、re taxationTurnover and profit/(loss)on ordinary activities before taxation areattributable to the Groups continuing activities of the design andmanufacture of scientific instruments and undertaking ofinvestments,as set out on the face of the profit and loss account.Ananalysis of turnover by destina

113、tion for the group is set out below:20052004United Kingdom103,416-Europe891,050-United States/Canada475,886-Australasia490,711-Rest of the World250,458-2,211,521-3Operating costs2005200520052004Continuing AcquisitionsTotalactivitiesRaw materials and consumables-761,433761,433-Other external charges1

114、45,613427,578573,191109,468Staff costs98,813532,558631,37166,067Depreciation-10,76710,767-Other operating charges-5,0145,014-244,4261,737,3501,981,776175,535144Profit/(loss)on ordinary activities before taxation20052004Profit/(loss)on ordinary activities before taxation is stated after charging/(cre

115、diting):Profit on disposal of investments(89,842)(57,654)Provision against investments-100,000Auditors remuneration-audit services(Company-10,500;2004-7,000)35,8007,000Remuneration of auditors for non-audit work(tax compliance)5,6501,500Depreciation10,767-Goodwill amortisation113,050-Release of nega

116、tive goodwill(9,300)-Operating lease rentals-land and buildings62,026-In addition fees were paid to the auditors in 2005 in respect of work undertakenin connection with the acquisition of Fire Testing Technology Limited.The costsof 48,000 plus VAT were charged to investments in subsidiaries.5Investm

117、ent income20052004Income from current asset investments-61,912 6Net interest(payable)/receivable20052004Interest receivable54,46227,465CFD finance charges-(24,664)Interest payable-bank loans and overdrafts(87,077)(360)Interest payable-loan notes(20,017)-(52,632)2,4417Taxation20052004Current tax100,5

118、59-Deferred tax218-Tax on profit/(loss)on ordinary activities100,777-Factors affecting the tax charge for the year:Profit/(loss)on ordinary activities before taxation163,205(153,528)Profit/(loss)on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 30%.48,961(46

119、,058)Goodwill charges not deductible for tax purposes33,915-Losses carried forward19,23816,058Provisions and expenditure not deductible for tax purposes(813)30,000Marginal relief(524)-Capital allowances in excess of depreciation(218)-100,559-The group and company have unrelieved tax losses at 31 Dec

120、ember 2005 of311,000(2004:247,000).The group and company have not recognised adeferred tax asset in respect of these losses as the timing and extent of recoveryis insufficiently certain.These losses are available to be offset against futureprofits of the parent company.8Earnings/(loss)per shareOptio

121、ns and warrants over Ordinary shares and rights ofconversion of the Convertible Redeemable shares are described innotes 18 and 19 but had no dilutive effect on earnings per sharein 2004.20052004BasicDilutedBasicEarningsBasic:Profit/(loss)for the financial year46,92946,929(153,528)Adjusted:Add back g

122、oodwill charge,net of 4,557 minority interest in negative goodwill write back108,307108,307Notional taxed interest income accruing on dilution-11,744Adjusted profit/(loss)155,236166,980Number of sharesBasic:weighted average in year2,931,1012,931,1012,106,356Adjusted:weighted average increase on dilu

123、tion-513,5932,931,1013,444,694Earnings/(loss)per shareBasic(no dilution effect in 2004)1.61.7(7.3)Adjusted(no dilution effect in 2004)5.34.8159Intangible assetsGoodwillNegative TotalGroupgoodwillCost1 January 2005-Arising during the year3,875,374(133,565)3,741,80931 December 20053,875,374(133,565)3,

124、741,809Amortisation1 January 2005-Charge/(credit)for the year113,050(9,300)103,75031 December 2005113,050(9,300)103,750Net book value 31 December 20053,762,324(124,265)3,638,059Goodwill arose in connection with the acquisition of Fire Testing TechnologyLimited,and negative goodwill arose in connecti

125、on with the purchase of the tradeand assets of PE.fiberoptics Limited,as set out in notes 27 and 28 respectively.10Tangible assetsPlant&Fixtures,MotorBuildingTotalmachineryfittings&vehiclesimprove-equipmentmentsGroupCost/deemed cost1 January 2005-Acquisitions69,326118,63431,73929,367249,066Additions

126、 in year2,4109,294-11,70431 December 200571,736127,92831,73929,367260,770Depreciation1 January 2005-Acquisitions48,69930,22727,37429,367135,667Charge for year1,3408,790637-10,76731 December 200550,03939,01728,01129,367146,434Net book value-31 December 200521,69788,9113,728-114,33611Investments in su

127、bsidiariesCompany:Cost1 January 2005-Acquisitions in year(see notes 27 and 28)4,579,56431 December 20054,579,564The companys trading subsidiaries at 31 December 2005,both of which wereincorporated and operate in the United Kingdom,were as follows:CompanyPrincipal activityClass of shares%heldFire Tes

128、ting Design and assembly Ordinary 1100%Technology Limited of fire testing equipmentPE.fiberoptics Design and assembly“A”Ordinary 1100%of“A”Limitedof fibre-optic testingclass;beingequipment51%of total equity12StockGroup Company2005200420052004Raw materials253,462-Work in progress159,668-413,130-13Deb

129、torsGroup Company2005200420052004Trade debtors559,436-Amounts owed by Group companies-111,978-Corporation tax-group relief-28,853-Other debtors44,9423,875-3,875Prepayments and accrued income87,9724,3554,4114,355692,3508,230145,2428,23014Current asset investmentsHistoricalPeriod end valueGroup and Co

130、mpanycostMarketDirectorsTotalvaluationvaluationValuationUnquoted investments19,373-45,50045,500Quoted investments508,538318,825-318,825Less:provision against investments(100,000)-At 31 December 2005427,911318,82545,500364,325Net unrealised(loss)/gain at 31 December 2005-(89,713)26,127(63,586)A forma

131、l takeover offer was received by Dickinson Legg Group plc,a quotedcompany in which Judges Capital plc holds 3.01%,on 3 March 2006,valuingthe shares at 17.75p.This has the effect of reducing the unrealised loss shownabove on quoted investments by 46,537 to 43,176.Details of the investments held at 31

132、 December 2005 are as follows:quotedinvestments-Dickinson Legg Group plc-1,095,000 shares(representing3.01%),Poole Investments plc-5,700,000 shares(representing 3.08%,part of a13%concert party).Unquoted investments-Fortress Holdings plc(in membersvoluntary liquidation)-800,100 shares(representing 1.

133、68%),Lionheart plc(inmembers voluntary liquidation)-275,000 shares(representing 3.81%),SPHoldings plc(in administration)-1,250,000 shares(representing 2.43%).16HistoricalPeriod end valuecostMarketDirectorsTotalvaluationvaluationValuationUnquoted investments227,399-260,000260,000Quoted investments1,5

134、74,6761,693,601-1,693,601Less:provision against investments(100,000)-At 31 December 20041,702,0751,693,601260,0001,953,601Net unrealised gain at 31 December 2004-218,92532,601251,52615Creditors:amounts falling due within one yearGroup Company2005200420052004(restated)(restated)Trade creditors224,203

135、453,517-453,517Accruals and deferred income111,09616,17433,28416,174Social security and other taxes47,0732,7753,9922,775Corporation tax315,798-Bank loan256,000-256,000-Other creditors90,09412,50012,50012,5001,044,264484,966305,776484,966Included within trade creditors in 2004 is 451,421 representing

136、 the grossamount outstanding in respect of Contracts for Differences.Other creditors include 12,500 of non equity shares classed as financialliabilities(see note 19).16Creditors:amounts falling due after more thanone yearGroup Company2005200420052004Bank loan2,028,959-2,028,959-Subordinated loan not

137、es500,000-500,000-2,528,959-2,528,959-The bank loan is secured on assets of the group,is repayable in quarterlyinstalments over a 6 year period ending 31 March 2011 and bears interest at214%above LIBOR-related rates.The subordinated loan notes are unsecured,repayable on 23 May 2010 and bear interest

138、 at 7%per annum.The repaymentprofile of these borrowings is as follows:Bank loan SubordinatedTotalloan notesRepayable in less than 1 year256,000-256,000Repayable in years 1 to 2304,000-304,000Repayable in years 2 to 51,548,000500,0002,048,000Repayable after year 5176,959-176,9592,284,959500,0002,784

139、,95917Provisions for liabilitiesDeferred tax-Group1 January 2005-Arising on acquisitions in the year23,339Charge for the year21831 December 200523,557Amounts provided in respect of deferred tax are computed at 30%and relate toaccelerated capital allowances.18Equity share capital(Group and Company)20

140、052004(restated)Authorised10,000,000 Ordinary shares of 5p each500,000500,000Allotted,called up and fully paid3,462,356(2004:2,106,356)Ordinary shares of 5p each 173,118105,318The increase in 2005 in the number of shares issued amounted to 1,356,000.Ofthese,400,000 were allotted to the vendors of Fi

141、re Testing Technology Limitedon 24 May 2005 as part consideration.The company has taken advantage of themerger relief available under section 131 of the Companies Act 1985 andrecorded the issue of these shares at nominal value.The remaining 956,000shares were issued by way of a placement on 24 May 2

142、005,to raise finance forthe acquisition at a price of 1 per 5p share.On 6 March 2006 the company issued 98,522 Ordinary shares of 5p at a fairvalue of 1.015 in respect of the acquisition of UHV Design Limited.Equity share options and warrantsOptions issued under Employee UnapprovedShare Option PlanO

143、ptions were issued on 20 October 2005 at 1.015 per share,exercisable between the third and tenth anniversaries of grant andconditional on achievement of group earnings targets,as follows:to a director of the company(Mr R.L.Cohen)37,000 shares other 5,000 sharesThe market price of the Companys ordina

144、ry shares on 31December 2005 was 1.04 and the high and low prices during theyear were 1.065 and 0.99 on 6 May 2005 and 11 July 2005respectively.The share price on 14 March 2006 was 1.025.17Warrants to subscribeUnder an agreement dated 22 October 2004,Invex Capital LLPwas granted unquoted warrants to

145、 subscribe for Ordinary sharesin the company in connection with the acquisition of Fire TestingTechnology Limited.This warrant has an exercise price of 1 pershare,expires on 23 May 2010 and relates to 133,564 shares.Convertible Redeemable sharesThe conversion rights set out in note 19 would have res

146、ulted in theissue of 472,139 Ordinary shares if conversion of all the ConvertibleRedeemable shares had taken place on 31 December 2005.19Shares classed as financial liabilities(Group and Company)20052004(restated)Authorised5,000,000 Convertible Redeemable shares of 1p each50,00050,000Allotted,called

147、 up and fully paid5,000,000 Convertible Redeemable shares of 1p each quarter paid12,50012,500In accordance with FRS 25-Financial Instruments:Disclosureand Presentation,the preference shares have been reclassified asfinancial liabilities and included in other creditors(see note 15).The principal term

148、s of the Convertible Redeemable Shares are asfollows:There is no right to participate in the profits of the company.On a winding up or other return of capital the surplus assetsremaining after payment of liabilities shall be applied:i)First in repaying the capital paid up on the Ordinary shares;ii)S

149、econdly in repaying the capital paid up on the ConvertibleRedeemable Shares;andiii)Thirdly distributed amongst the holders of the Ordinary Sharesaccording to the amounts paid up.The holders of the Convertible Redeemable Shares are notentitled to attend or vote at General Meetings of the companyunles

150、s the meeting considers a resolution for winding up thecompany.On payment to the company of the aggregate of(i)a sum equalto any amount which has not been called or which is otherwiseunpaid in respect of all of the Convertible Redeemable Sharesto be converted and(ii)a further sum equal to 95 pencemu

151、ltiplied by the number of Ordinary Shares to be issued as aresult of the conversion less the amount paid up or deemedpaid up(including the amount referred to in(i)above)inrespect of the Convertible Redeemable Shares to be converted(“Conversion Price”),each holder of Convertible RedeemableShares shal

152、l be entitled to convert all or any of his ConvertibleRedeemable Shares into such number of fully paid OrdinaryShares which represents 0.24 per cent of the number ofOrdinary Shares in issue,assuming that all the ConvertibleRedeemable Shares remaining capable of being convertible intoOrdinary Shares

153、at the date of which the conversion takes placehad been converted at the time,for every 100,000 ConvertibleRedeemable Shares so converted and in proportion for anygreater or lesser number of Convertible Redeemable Shares(“Conversion Rate”).The holders of Convertible Redeemable Shares shall(subject t

154、othe provisions of the Companies Act)be entitled at any time toredeem all or any of the Convertible Redeemable Sharesoutstanding out of any profits or monies of the company whichmay lawfully be applied for that purpose.20Statement of movements on reservesMergerShareProfit andreservepremiumlossaccoun

155、taccountGroup1 January 2005-1,695,494(279,400)Retained profit for the year-46,929Premium on shares issued in the year-805,936-Merger reserve arising on shares issued380,000-Balance at 31 December 2005380,0002,501,430(232,471)In the current year,no dividends have been proposed after the balance sheet

156、 date.Under the previous accounting policy any such dividends would have been shownas a liability and deducted from the profit for the year.Under the new accountingpolicy these are not accrued.No dividends had been declared by the company inrespect of the year ended 31 December 2004,and thus the imp

157、lementation of FRS21 has had no impact on previously reported results and balance sheets.The premium on shares issued is stated after charging costs of 102,264relating to the share placing in the year.The company has taken advantage of the relief available under section 131 of theCompanies Act 1985

158、and recorded the shares issued in connection with theacquisition of Fire Testing Technology Limited(400,000 shares at a fair value of1 per 5p share)at nominal value.Share Profit and premiumlossaccountaccountCompany1 January 20051,695,494(279,400)Retained profit for the year-665,171Premium on shares

159、issued in the year805,936-Balance at 31 December 20052,501,430385,771The parent company has taken advantage of section 230 of the Companies Act 1985and has not included its own profit and loss account in these financial statements.The parent companys profit for the year was 665,171(2004:loss of 153,

160、528).1821Reconciliation of movements in shareholders funds20052004Profit/(loss)for the year46,929(153,528)Proceeds from issue of shares(net)1,253,736-Net addition to/(decrease from)shareholders funds1,300,665(153,528)Opening shareholders funds1,521,4121,674,940Closing shareholders funds2,822,0771,52

161、1,41222Directors emoluments20052004Emoluments 89,11062,000During the year no directors participated in defined contribution pensionschemes(2004:nil).23Employees20052004Groupno.no.Number of employees-manufacturing11-sales and administration114224Employment costs20052004Wages and salaries560,78160,825

162、Social security costs57,2845,242Pension costs13,306-631,37166,06724Related Party TransactionsIn addition to the amounts paid to the directors the followingtransactions took place:Mr D.E.CicurelThe sum of 12,500(2004:25,000)was paid to DavidCicurel(Investments)Limited,a company indirectly controlledb

163、y The David Cicurel Settlement,of which Mr D.E.Cicurel is apotential beneficiary.This represented a contribution towardsthe costs of using the offices and administrative services ofthat company.This arrangement terminated on 30 June 2005but prior to that date was monitored by the non-executiveDirect

164、ors.Mr R.J.ElmanMr R.J.Elman is a partner of Elman Wall,a firm of CharteredAccountants who provided bookkeeping and accounting servicesto the company at a cost of 21,000(2004:12,000).Thisarrangement terminated on 31 December 2005.25Financial InstrumentsFinancial instruments relating to investmentact

165、ivitiesTo facilitate its former investment purchases,the group has usedfinancial instruments,other than derivatives,comprising borrowings(including Contracts for Differences),cash and various items suchas short term debtors and creditors that arose directly from itsoperations.The main purpose of the

166、se financial instruments was toraise finance for the groups investment operations.Interest was received during 2005 and earlier periods on bankbalances based on a floating rate which represented base less0.25 per cent.Interest was paid on the gross amount outstandingin respect of Contracts for Diffe

167、rences based on a floating ratewhich represented approximately 7 per cent.The main risk arising from the groups investment related financialinstruments was liquidity risk.The board reviewed and agreedpolicies for managing each of these risks and they aresummarised below.Management of liquid resource

168、sJudges Capital plc endeavoured to balance its investmentportfolio with approximately five positions at any one time.Thesespecial situations would,ideally,be at different stages of maturity,in different sectors and would involve different levels ofmanagement co-operation.The group had used CFDs(i)to

169、 increase its investment in equitiesup to the level of its own shareholders funds and still keepprudent cash balances and(ii)to enhance returns on oneparticular holding where the risk was low but the potential upliftwas less than the companys target.Judges Capital plc have in the past invited co-inv

170、estors toparticipate in an individual transaction for which they would payJudges Capital plc a share of their profits.This served to boostthe return on the funds invested in a target and enabled JudgesCapital plc to pursue a strategy,such as an outright bid for atarget,that would otherwise have lead

171、 to an imbalance in theinvestment portfolio.Financial instruments relating to scientificinstrumentation activitiesThe groups policies on treasury management and financial19instruments are given in the Report of the Directors.As permittedby FRS 13,short-term debtors and creditors have been excludedfr

172、om the disclosures below.Financial assetsThe groups financial assets comprise cash at bank,which isprincipally denominated in sterling and earns interest at floatingrates.There is no difference between the book and fair values ofthe financial assets.At 31 December 2005 the group had debtorsdenominat

173、ed in foreign currency as follows:Euros 155,492and US Dollars 91,743(2004:Nil).Financial liabilitiesThe groups principal financial liabilities are the bank debt andunsecured loan notes assumed in connection with the acquisitionof Fire Testing Technology Limited,further details of which aregiven in N

174、ote 16.Fair value of financial instrumentsFinancial instruments include the borrowings above.The directorsbelieve that there is no material difference between the book valueand fair value of such financial instruments.All financialinstruments are sterling denominated.Borrowing facilitiesThe Group ha

175、d an undrawn committed overdraft facility of500,000 at 31 December 2005(2004:nil).26Post balance sheet eventsOn 21 February 2006,the company announced the acquisition of theentire issued share capital of UHV Design Limited for a maximumconsideration of 836,000(plus a working capital adjustment).This

176、company designs and manufactures instruments used to manipulateobjects in ultra high vacuum chambers.On 6 March 2006 thecompany issued 98,522 Ordinary shares of 5p at a fair value of1.015 in respect of the acquisition of UHV Design Limited.In addition,a formal takeover offer was received on 3 March

177、2006by Dickinson Legg Group plc,a quoted company in which JudgesCapital plc holds 3.01%,valuing the shares at 17.75p.27Acquisition of Fire Testing Technology Limited(“FTT”)On 24 May 2005 the company acquired 3,000 ordinary shares of1 each in Fire Testing Technology Limited(“FTT”),being 100%of its is

178、sued share capital.Goodwill arising on the acquisition ofFTT has been capitalised.The purchase of FTT has beenaccounted for by the acquisition method of accounting.Advantagehas been taken of Section 131 of the Companies Act 1985 to takemerger relief in respect of the premium on the issue of shares t

179、othe vendors of FTT.FTTs results for the period from 1 June 2004,the beginning of itsfinancial year,to the date of acquisition were as follows:turnoverof 3,261,286,operating profit of 685,435,profit before tax of698,820,tax of 215,737 and profit after tax of 483,083.Theprofit after tax for the year

180、ended 31 May 2004 was 461,486.The assets and liabilities of FTT at the date of acquisition were asfollows:BookFair valueFairvalue adjustmentvalueFixed assets335,083(271,684)63,399Current assets1,489,509-1,489,509Current liabilities(445,430)-(445,430)Long term liabilities(23,339)-(23,339)Total net as

181、sets at date of acquisition1,355,823(271,684)1,084,139Consideration paid,including transaction costs4,959,513Goodwill3,875,374Consideration satisfied by:Cash falling due on completion,including transaction costs2,756,850Cash paid subsequently-earn-out500,000-working capital adjustment802,663Cash con

182、sideration paid4,059,513Issue of shares-400,000 ordinary 5p shares at fair value of 1400,000Issue of subordinated loan notes500,000Total fair value of consideration4,959,513Less:merger relief(380,000)Company-cost of investment recorded4,579,513The fair value adjustment related to leasehold improveme

183、nts on premises rentedby FTT.The directors assessed that these improvements did not have a fair valuesince the company was paying an open market rental for the premises.20FTT made the following contributions to,and utilisations of,groupcash flow:2005postacquisitionNet cash inflow from operating acti

184、vities507,155Returns on investment and servicing of finance16,363Capital expenditure and financial investment(4,182)Increase in cash519,336Analysis of net outflow of cash in respect of the purchase of FTT:Cash at bank and in hand at the date of acquisition579,949Cash consideration(4,059,513)Net cash

185、 outflow(3,479,564)28Acquisition of interest in PE.fiberoptics Limited(“PFO”)On 2 September 2005 the company subscribed in cash and at parfor 51“A”ordinary shares of 1 each in PE.fiberoptics Limited(“PFO”),being 51%of its issued share capital,prior to itscommencement of trade.PFO acquired the goodwi

186、ll and certainassets of a business previously carried on by PerkinElmer(UK)Limited in the field of scientific instruments for use in the fibre-optic industry.Negative goodwill arising on the acquisition ofthese assets has been capitalised within the accounts of PFO.Thepurchase of PFO has been accoun

187、ted for by the acquisitionmethod of accounting.Apart from cash raised on subscription for its shares,PFO hadno assets or liabilities at the date of acquisition of its shares byJudges Capital plc,nor any accumulated profits or losses.Thefair values attributed by the directors of PFO to the assetsacqu

188、ired from PerkinElmer were as follows:PurchaseFair valueFairvalue adjustmentvalue(negativegoodwill)Fixed assets149,99950,000Stocks8,42983,56691,995Total net assets purchased by PFO following acquisition8,430133,565141,995The fair value adjustment reflects the directors assessment of the value of the

189、assets acquired to the business.PFO made the following contributions to,and utilisations of,group cash flow,before accounting for minority interests:2005postacquisitionNet cash inflow from operating activities115,984Returns on investment and servicing of finance(1,566)Capital expenditure and financi

190、al investment(7,522)Increase in cash106,896Analysis of net outflow of cash in respect of the purchase of PFO:Cash consideration for shares51Net cash outflow5129Operating lease commitmentsAt 31 December 2005 the group had annual commitments undernon-cancellable operating leases as follows:20052004Exp

191、iry date:land and buildings-between one and five years93,000-after five years-2122Notice of Annual General MeetingNotice is hereby given that the third Annual General Meeting of JudgesCapital plc(the Company)will be held at 17 Grosvenor Gardens,LondonSW1W 0BD on 18 May 2006 at 12.00 noon for the pur

192、pose of dealing withthe following business of which items 5 and 6 are special business.Ordinary Business1 To receive the reports of the directors and the auditors and theaudited financial statements of the Company for the year ended 31December 2005.2 To re-appoint David Cicurel,who retires by rotati

193、on,as a director.3 To re-appoint Ralph Cohen,who was appointed since the lastAnnual General Meeting,as a director.4 To re-appoint Grant Thornton UK LLP as auditors to hold office fromthe conclusion of this meeting until the conclusion of the nextgeneral meeting at which financial statements are laid

194、 before theCompany and to authorise the directors to fix the remuneration ofthe auditors.Special BusinessTo consider and,if thought fit,to pass the following resolutions as tothe resolution numbered 5 as an Ordinary Resolution and as to theresolution numbered 6 as a Special Resolution:Ordinary Resol

195、ution5 THAT the directors of the Company be and are hereby generally andunconditionally authorised to exercise all the powers of theCompany to allot relevant securities(as defined for the purposes ofsection 80 of the Companies Act 1985(the Act)up to anaggregate nominal amount of 89,022 provided that

196、 this authorityunless renewed shall expire at the close of the next Annual GeneralMeeting of the Company,save that the Company may before suchexpiry make any offer,agreement or other arrangement which wouldor might require relevant securities to be allotted after such expiryand the directors of the

197、Company may allot the relevant securities inpursuance of such offer,agreement or other arrangements as if theauthority conferred hereby had not expired,this authority to replaceany previous authority under section 80 of the Act which is herebyrevoked with immediate effect.Special Resolution6 THAT:(a

198、)subject to and conditional upon the passing of resolution 5above,the directors of the Company be and they are herebyempowered pursuant to section 95(1)of the Act to allot equitysecurities(as defined for the purposes of section 95 of the Act)for cash,pursuant to the authority granted by resolution 5

199、 above,as if section 89(1)of the Act did not apply to any such allotment,provided that such power shall be limited to:(i)the allotment of equity securities in connection with a relevantrights issue or open offer in favour of ordinary shareholderswhere the equity securities attributable to the respec

200、tive interestsof all ordinary shareholders are proportionate to the respectivenumbers of Ordinary Shares held by them on the record date forsuch allotment,but subject to such exclusions as the directorsmay deem fit to deal with fractional entitlements or problemsarising under the laws of any oversea

201、s territory or therequirements of any regulatory body or stock exchange;and(ii)the allotment(otherwise than pursuant to sub-paragraph(i)above)of equity securities for cash up to an aggregate nominalamount of 44,511.and,unless previously renewed,revoked or varied,such powershall expire at the close o

202、f the next Annual General Meeting ofthe Company,save that the Company may before such expirymake an offer,agreement or other arrangement which would ormight require equity securities to be allotted after such expiry andthe directors of the Company may allot equity securities inpursuance of such offe

203、r,agreement or other arrangement as if thepower conferred hereby had not expired;(b)For the purposes of this resolution:(i)relevant rights issue means an offer of equity securities openfor acceptance for a period fixed by the directors of the Companyto holders on the register on a fixed record date

204、of Ordinaryshares in the Company in proportion(or as nearly as may bepracticable)to their respective holdings but subject in any caseto such exclusions or other arrangements as the directors of theCompany may deem necessary or desirable to deal withfractional entitlements or legal or practical probl

205、ems under thelaws of,or the requirements of,any recognised regulatory bodyor any stock exchange in any territory;and(ii)the nominal amount of any securities shall be taken to be,in thecase of rights to subscribe for or convert any securities intoshares of the Company,the nominal amount of such share

206、s,which may be allotted pursuant to such rights.for the Annual General Meeting of Judges Capital plc on 18 May 2006 at 12.00 noon at 17 Grosvenor Gardens,London SW1W 0BDIf you are unable to attend the Annual General Meeting,you may appoint a proxy to attend and vote in your place.A proxy need not be

207、 amember of Judges Capital plc.A proxy must vote as you have instructed and cannot vote on a show of hands.If you wish to appoint a proxy other thanthe Chairman of the meeting you may do so by crossing out the words Chairman of the meeting and writing another proxys name and address in thespace prov

208、ided.You may appoint more than one proxy.Please indicate for each Resolution how you wish your proxy to vote by placing a tick in therelevant box.If you do not tell your proxy how to vote,your proxy may vote or withhold his/her vote as he/she thinks fit on the Resolutions or any otherbusiness at the

209、 meeting(including amendments to Resolutions).I/We(Block Letters)ofappoint theChairman of the meeting or as my/ourproxy to attend and,on a poll,to vote on my/our behalf at the Annual General Meeting of Judges Capital plc to be held at 12.00 noon on 18 May 2006,and at any adjournment(s)of that meetin

210、g.ForAgainstVoteWithheld1Approval of Annual Report and Accounts2Re-appointment of David Cicurel3Re-appointment of Ralph Cohen4Re-appointment of auditors5Authority to allot relevant securities6Authority to disapply pre-emption rights*Special resolutionIf this proxy is signed by someone else on your b

211、ehalf,their authority must also be returned with this form.In the case of joint holdings,any one holdermay sign this form.In the case of a corporation,the proxy must be executed under its common seal or under the hand of a duly authorised officer orattorney.Even if you complete and return this proxy

212、 form,you may still attend the meeting and vote in person should you later decide to do so.Please sign here:Date:Please post this form in an envelope once you have completed it to the address below.To be valid,this form must be received no later than 48 hoursbefore the time fixed for holding the mee

213、ting or any adjournment thereof.Mailing address for Form of Proxy:Capita Registrars,Proxy Department,The Registry,34,Beckenham Road,Beckenham,Kent BR3 4TUForm of ProxyBy Order of the BoardRL CohenRegistered Office:Company SecretaryUnit 19,Charlwoods RoadEast Grinstead24 April 2006West Sussex RH19 2H

214、LNotes:1 A member entitled to attend and vote at the meetingconvened by the notice set out above is entitled to appointone or more proxies to attend and,on a poll,vote in his/herplace.A proxy need not be a member of the Company.2 To be valid,the instrument appointing a proxy together withany power o

215、f attorney or other authority under which it issigned or a notarially certified copy of such power orauthority,must be deposited at the registered office of theCompany not less that 48 hours before the time fixed forholding the meeting or any adjournment thereof.3 The completion and return of a form

216、 of proxy will notpreclude a member from attending and voting in person atthe meeting should he/she so wish.4 Pursuant to Regulation 41 of The Uncertificated SecuritiesRegulations 2001 only those members registered in theRegister of Members of the Company as at 6 pm on 16 May2006 are entitled to att

217、end or vote at the meeting in respectof the number of Ordinary shares registered in their name atthat time.Changes to entries in the Register after 6pm on16 May 2006 shall be disregarded in determining the rightsof any person to attend or vote at the meeting.Mailing address for Form of ProxyCapita Registrars,Proxy Department,The Registry,34,Beckenham Road,Beckenham,Kent BR3 4TUFold here25Judges Capital plc,Unit 19,Charlwoods Road,East Grinstead,West Sussex RH19 2HLTel:01342 323600 Fax:01342 323608 E-mail:Judges Capital plc