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Registered Number 4074919
CONSIGNIA HOLDINGS plc
ACCOUNTS
For the period ended 25 March 2001
WRYNAXS4 Bm, 0146
COMPANIES HOUSE 22001
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Consignia Holdings plc
CONTENTS
Page
2 Directors’ Report
4 Directors’ Statement of Responsibilities in Respect of the Accounts
5 Report of the Auditors
6 Balance Sheet
7 Notes to the Accounts
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Consignia Holdings plc
DIRECTORS' REPORT
The directors present their report and the audited accounts of the company for the
period from incorporation to 25 March 2001.
1. Incorporation and issue of shares
The company was incorporated as Expandreserve Public Limited Company on
20 September 2000, and changed its name to The Post Office Group Ple on
12 December 2000, to Consignia plc on 4 January 2001 and to Consignia
Holdings ple on 26 January 2001.
On incorporation, 2 ordinary shares of £1 each were issued at par. On9
January 2001 a further 49,998 ordinary shares of £1 each and one special
rights redeemable preference share were issued at par under S.63 (7) of the
Postal Services Act 2000.
2. Principal activities
The company has not traded throughout the period and accordingly no profit
and loss account has been presented.
3. Dividend
The directors do not recommend payment of a dividend.
4. Post balance sheet events
On 26 March 2001, under the provisions of the Postal Services Act 2000, the
company acquired the residual assets of The Post Office, a government
corporation, and became the holding company for the former Post Office
Group.
5. Directors
The directors who held office during the period are given below:
Swift Incorporations Ltd (appointed 20 September 2000, resigned 28
September 2000)
Instant Companies Ltd (appointed 20 September 2000, resigned 28
September 2000)
Precis Company Services Ltd (appointed 28 September 2000, resigned 4
January 2001)
Peregrine Secretarial Services Ltd (appointed 28 September 2000,
resigned 4 January 2001)
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DIRECTORS’ REPORT (continued)
5. Directors (continued)
Dr NC Bain (appointed 4 January 2001)
M L Cassoni (appointed 22 March 2001)
J £ Cope (appointed 4 January 2001)
M J Kinski (appointed 4 January 2001)
J Lloyd (appointed 4 January 2001)
A J Roberts (appointed 4 January 2001)
MH Templeman (appointed 9 January 2001)
RP Thorne (appointed 9 January 2001)
In addition, A L Leighton has been appointed as a director from 2 April 2001.
None of the directors had any interests in the shares of the company during
the period ended 25 March 2001.
6. Policy and practice on payment of creditors
The company has no trade creditors.
7. Auditors
During the period, the directors appointed Ernst & Young as auditors. Ernst
& Young have indicated their willingness to continue in office, and a resolution
concerning their reappointment will be proposed at the Annual General
Meeting.
Ernst & Young has stated that it is intending to transfer its business to a
limited liability partnership incorporated under the Limited Liability
Partnerships Act 2000, to be called Ernst & Young LLP, on 28 June 2001.
The directors have consented to treating the appointment of Ernst & Young as
extending to Ernst & Young LLP with effect from 28 June 2001. A resolution
to re-appoint Ernst & Young LLP as the Company's auditor will be put to the
forthcoming Annual General Meeting.
By order of The Board
J Evans
Company Secretary
30 May 2001
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Consignia Holdings ple
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ACCOUNTS
Company law requires the directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs and result of the company.
In preparing those accounts the directors are required to:
e select suitable accounting policies and then apply them consistently;
« make judgements and estimates that are reasonable and prudent; and
e state whether applicable accounting standards have been followed, subject to any
material departures disclosed and explained in the accounts.
The directors have a reasonable expectation that the company has adequate
resources to continue in operational existence for the foreseeable future. For this
reason, they continue to adopt the going concern basis in preparing the accounts.
The directors are responsible for ensuring that proper accounting records are kept
which disclose with reasonable accuracy, at any time, the financial position of the
company, and which enable them to ensure that the accounts comply with company
law.
The directors are responsible for ensuring that the assets of the company are
safeguarded and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
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Consignia Holdings plc
AUDITORS’ REPORT
to the members of Consignia Holdings plc
We have audited the financial statements on pages 6 to 8
Respective responsibilities of directors and auditors
As described on page 4, the company’s directors are responsible for the preparation
of the accounts. It is our responsibility to form an independent opinion, based on our
audit, on those accounts and to report our opinion to you.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the financial statements. {t also includes
an assessment of the significant estimates and judgements made by the directors in
the preparation of the financial statements, and of whether the accounting policies
are appropriate to the company's circumstances, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with sufficient
evidence to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or other irregularity or error. In
forming our opinion we also evaluated the overall adequacy of the presentation of
information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the
company's affairs at 25 March 2001 and have been properly prepared in accordance
with the Companies Act 1985.
Lo ot
Ernst & Young
Registered Auditors
London
Jo May 2001
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Consignia Holdings plc
BALANCE SHEET
as at 25 March 2001
Note 2001
£'000
Current assets
Debtors 5 50
Cash at bank and in hand
Total assets less current liabilities 50
Capital and reserves
Called up share capital 6 50
Profit and loss account
Total shareholders’ funds 7 50
Approved by the board of directors on 3@ May 2001
John Roberts
Director
Marisa Cassoni:
Director
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NOTES TO THE ACCOUNTS
for the period ended 25 March 2001
1. Accounting policies
The financial statements have been prepared in accordance with applicable
accounting standards in the United Kingdom
These accounts have been prepared under the historical cost convention.
2. Profit and loss account
The company has not traded since incorporation and has made neither profits nor
losses. Accordingly, no profit and loss account has been presented.
No cash flows have arisen in the company since incorporation, and therefore no cash
flow statement has been presented.
3. Staff costs
The only employees of the company were its executive directors.
A. Directors emoluments
The directors of Consignia Holdings pic during the period were Board Members of
The Post Office during the period and their emoluments are disclosed in The Post
Office Report and Accounts.
None of the directors received any emoluments in respect of their services to the
company.
5. Debtors
2001
£'000
Other debtors 50
This debtor has been created by the issuing of shares to the Secretary of State under
S.63 (7) of the Postal Services Act 2000. This provides that for the purposes of the
Companies Act 1985 the shares issued to the Secretary of State shall be treated as if
they had been fully paid up by virtue of payment of their nominal value in cash.
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NOTES TO THE ACCOUNTS (continued)
6. Called up share capital
2001
£'000
Authorised
100,000 ordinary shares of £1 each 100
1 special rights redeemable preference share of £1
each
100
Allotted and fully paid
50,000 ordinary shares of £1 each (note 5) 50
1 special rights redeemable preference share of £1
each
50
The special rights redeemable preference share gives the Secretary of State
the right to direct certain actions of the company which, in a listed company,
would require the support of the shareholders in general meeting.
7. Reconciliation of movement in shareholders’ funds
for the period ended 25 March 2001
2001
£000
Profit attributable to shareholders
Issue of shares 50
Net change in shareholders’ funds 50
Shareholders’ funds at incorporation
Shareholders’ funds at 25 March 2001 50
8. Post balance sheet events
On 26 March 2001, under the provisions of the Postal Services Act 2000, the
Post Office Corporation investment in Consignia plc and the reserves of The
Post Office Corporation were transferred to Consignia Holdings ple.