ig 74.46 Za 3. MERCURY INTERNATIONAL GROUP ple DIRECTORS REPORT AND ACCOUNTS 31 MARCH 1986MERCURY INTERNATIONAL GROUP ple (formerly Newco (1985) ple) PIRECTORS' REPORT ‘The directors submit the annual report and accounts of the Compasy for the period fron the date of incorporation to 31st March, 1986+ INCORPORATION The Company was incorporated as Newco (1985) ple on 27th Decenber, 1984. CHANGE OF NAME on 24th February, 1986 the nase of the Company was changed to Mercury International Group ple- ACTIVITIES ‘The Company was incorporated to act as a potential holding company to acquire the issued share capitals of Mercury Securities ple and Akroyd & Smithers P.L.C. and the businesses of Rowe & Pitman and Mullens & Co-, encluding the Official Business, all es described and defined in a Substitute offer docusent dated 3rd March, 1986. ‘The Company had not traded as at 3ist March, 1986. SHARE CAPITAL The initial share capital of the Company of 2 shares of £1 each, mil paid, was Increased to £50,000 on 10th January, 1985 by the creation and allotment Of 10,499 'A’ ordinary shares of £1 each, nil paid, 1,500 'B' ordinary Shares of £1 each, nil paid, 7,000 ‘C' ordinary shares of £1 each, nil paid, 18,999 'D' ordinary shares of £1 each, mil paid, and 12,000 *D" limited ordinary shares of £1 each, nfl paid.” n the sane date, the initial 2 Ghares of the Company were converted into one ‘A! ordinary share of £1, nil paid, and one *D' ordinary share of £1, nil paid. DIRECTORS During the period, Mr. D.G. Scholey, Mr. R-D.C. Brocke, Yr. RA. Daniell, Viscount Garmoyle, Mr. M.B.G. Gore, Mr. H.X. Jannott, Mr. TF. Jones, Me. G. Kraijenhof?, Mr. OM. Lewisohn, Mr. J.Ne Littlewood, Ne~ JM~ Mayo, Me, Boks Pepplatt, Mr. D.Re Peppiatt, Mr. U.C. Sargent, Urs A.M. Soloaon, Me, J.C.G, Stancliffe, Mr. Ask. Stewart-Roberts, Mr. P» Stormonth Darling , Me, WAR, Valentine, Mr. P.S. Wilmot—Sitwell and Me. H.C. van der Wyck were gppolated directors of the Conpany. During the period the first directors, Mr. DoJ. Hughes and Mr. N.P.G, Boardsan, resigned. ‘The interests of those persons who were directors at the end of the financial period in the shares of the Company were <5 follows: Bist March, 1985 Date of appointment "Beneficial Seatieat B.D.C. Brooke (see notes 16 3) 7,000 "Cc" ordinary 7,000 *C* ordinary 4 shares, mil pald £1 shares, nil paid J.N. Littlewood (see notes 1 & 3) 7,000 'C" ordinary 7,000 'C* ordinary #1 shares, ail paid £1 shares, nil paid D.R. Peppiatt (See notes 2 & 3) 1,500 18" ordinary 1,500 *B* ordinary #1 shares, nil paid £1 shares, nil paid B.S. Wilmot-Sitwell (see notes 1 & 3) 7,000 'C* ordinary 7,000 *C* ordinary €1 shares, nil paid £1 shares, nil paidDIRECTORS' REPORT continued DIRECTORS (continued) Notes: 1. Interested as one of the partners of Rowe & Pitman, the beneficial owners of such shares. 2. Interested as one of the partners of Mullens & Co. (other than those partners whose principal responsibility is the handling of Official Business as described in a substitute offer document dated 3rd March 1986), the beneficial owners of such shares 3. On the dnplementation of the merger of Mercury Securities ple, Akroyd & Smithers P.L.C., Rowe & Pitman and Mullens & Co., the shares will be converted into ordinary shares of 25p each in the Company and the Company will make a call in reapect of their unpaid liability totalling £50,000. Upon these ordinary shares becoming fully paid they will be sold and any net profit retained for the benefit of Mercury International Group ples Under the articles of association the directors do not retire by rotation. AUDITORS The auditors appointed by the directors, Ernst & Whinney, offer themselves for reappointment 4a accordance with section 384 of the Companies Act 1985, and a resolution proposing their reappointment will be submitted at the annual general meeting. By order of the board, soca, 1906 hhetanbindl 33 King William Street, London, BOAR 9AS SecretaryREPORT OF THE AUDITORS 10 THE MEMBERS We have examined the accounts of Mercury International Group ple set out on pages 4 to 5. These have been prepared under the historical cost convention. Our ruddt hae been carried out in accordance with approved auditing standards. In our opinion the accounts give a true and fair view of the state of affairs of the Company at 31et March, 1986 and comply with che Companies Act 1985. fbb Chartered-Actountants 1a, April, 1986MERCURY INTERNATIONAL GROUP ple BALANCE SHEST ~ 31ST MARCH 1986 Note ASSETS CAPITAL Called up share capital 3 ke 4, igen ) wast April, 19863. MERCURY INTERNATIONAL GROUP ple NOTES ON TUE AccoUNTS ‘The Company did not trade during the period 27th Decenber, 1984 to 31st March, 1986 and therefore made no profit or loss. Accordingly no profit and 1os6 account has been prepared. During the period ended 31st March, 1986 a total of twenty three directors served on the board of directors of the Company, none of whom received any xemmeration or other emoluments from the Company. Called up share capital Authorised, allotted and nil paid 10,500 *A’ ordinary shares of £1 each - 1,500 'B! ordinary shares of £1 each - 7,000 'C' ordinary shares of £] each - 195000 'D' ordinary shares of £1 each - 12,000 'D' limited ordinary shares of £1 each = The rights of the classes of shares are described in the listing particulars dated 3rd Merch, 1986 relating to the issue of shares in connection with the proposed nerger of Mercury Securities ple, Akroyd & Smithers P.1.C., Rowe & Pitman and Mullens & Co. Conoitoents ‘he Company has entered into agreements to acquire the issued share capital of Mercury Securities ple, the issued share capital of Akroyd & Snithers P.i..C. (except for the 29.9% registered in the name of Mercury Securities pl), and the businesses of Rowe & Pitnan and Wullens & Co. (other than the Official Business) as described im the Listing particulars dated 3rd March, 19864