Noble Investments( UK) PLCfiles.investis.com/nbl/documents/ar2007/an07.pdfNoble Investments( UK) PLC...

Noble Investments (UK) PLC

Annual Report

for the year ended 31 August

2007

Registered Office

11 Adelphi Terrace, London WC2N 6BJ

Tel 020 7930 6879 Fax 020 7930 9450

www.nobleinvestmentsplc.com

Commercial Operations

A H Baldwin & Sons Ltd


Tel 020 7930 6879 Fax 020 7930 9450

www.baldwin.sh

Nob

le Investm

ents (U

K) PLC

An

nu

al Report

2007

74991 COV 12/11/07 18:37 Page 2

2 Directors and advisers

3 Chairman’s statement

6 Managing Director’s review

10 Directors’ report for the year ended 31 August 2007

16 Remuneration report for the year ended 31 August 2007

19 Independent auditors’ report to the members of Noble Investments (UK) PLC

20 Consolidated profit and loss account for the year ended 31 August 2007

21 Balance sheets as at 31 August 2007

22 Consolidated cash flow statement for the year ended 31 August 2007

23 Accounting policies

25 Notes to the financial statements for the year ended 31 August 2007

35 Notice of meeting

Noble Investments (UK) PLC was formed in 2003 as a rare coin

trading company. In 2005 Noble acquired A H Baldwin & Sons Ltd,

one of the oldest numismatic dealers and auctioneers in England.

Baldwin’s, established in 1872, offers its customers the ability to

buy and sell coins over the counter, via the web or through its various

auctions held in London, New York and Hong Kong. The team’s

knowledge encompasses a wide range of areas such as coins, medals

and tokens. The individual specialists cover areas including Ancient

Greek and Roman, Byzantine, Anglo Saxon, English and European

hammered and milled coins. In addition we have a strong reputation

in areas such as Russian, Indian, and Islamic coins and our team

have over 200 years of combined experience.

Contents

Welcome

74991 PRE 9/11/07 15:30 Page i

A n n u a l Re p o r t 2 0 0 7

Financial highlights

1

070605 070605 070605 070605 070605

■ Turnover up 42% to £10.558m (2006 £7.426m)

■ Adjusted* profit before tax up 51% to £1.670m (2006 £1.104m)

■ Basic earnings per share up 73% to 10.32 pence (2006 5.96 pence)

■ Adjusted* diluted earnings per share up 23% to 7.13 pence (2006 5.78 pence)

■ Dividend per share up 100% to 2.0 pence (2006 1.0 pence)

Turnover

(£m)

Adjusted* profit

before tax

(£m)

Basic earnings

per share

(pence)

Adjusted*

diluted

earnings

per share

(pence)

Dividend

per share

(pence)

1.845

7.426

10.558 1.670

1.104

0.142

1.56

5.96

10.32

1.90

5.78

7.13

0

1.00

2.00

*Adjusted to exclude amortisation of negative goodwill, exceptional cost and share option charges

74991 PRE 9/11/07 15:30 Page 1

Directors

N Bonham Non-Executive Chairman

I G Goldbart Managing Director

D G Loulakakis Executive Director

S J Freeman Executive Director (appointed 19 October 2007)

S J Mollekin Finance Director

J H J Allen Non-Executive Director

R K McDonald Non-Executive Director

A H E Baldwin Non-Executive Director

E Dunnoos Non-Executive Director (appointed 19 October 2007)

Secretary

D A O’Leary (appointed 17 October 2007)

S J Mollekin (resigned 17 October 2007)

Registered number

4075304

Registered office Broker

11 Adelphi Terrace Collins Stewart Europe Limited

London 88 Wood Street

WC2N 6BJ London

EC2V 7QR

Independent auditors Nominated adviser

Carter Backer Winter Collins Stewart Europe Limited

Enterprise House 88 Wood Street

21 Buckle Street London

London EC2V 7QR

E1 8NN

Principal bankers Registrar

National Westminster Bank Plc Capita Registrars

Cavell House Woodsome Park

2a Charing Cross Road Fenay Bridge

London Huddersfield

WC2H 0NN HD8 0LA

Directors and advisers

N o b l e I nve s t m e nt s ( U K ) P LC

2

74991 PRE 9/11/07 15:30 Page 2

I am delighted to be presenting my third Chairman’s statement

following an exciting year for the Group.

Financial Overview

The year has once again seen excellent progress in the

evolution of the Group’s results. Adjusted diluted earnings

per share, at 7.13p, has risen 23.4% compared to last year

of 5.78p.

International Accounting Standards

As an AIM listed company we will adopt IAS for our financial

statements for the year ending 31 August 2008.

Dividend

We intend to pay a final dividend of 1.25p, making a total of

2p for the year (2006: 1p). This represents a 25% increase on

last year’s final dividend. The full year dividend is more than

three and a half times covered by adjusted diluted earnings

per share.

The final dividend in respect of 2007 of 1.25p per share

(2006: 1p) amounting to a total of approximately £214,000

(2006: £150,000) is proposed and which, subject to

shareholder approval at the Annual General Meeting, will be

paid on 9 January 2008 to all shareholders on the register on

30 November 2007.

Board and Senior Management

Seth Freeman was appointed Executive Director on 19 October

2007. Seth heads up the Group’s auction activities and his

appointment strengthens the executive team. Denis O’Leary

was appointed Company Secretary on 17 October 2007. Since

his appointment in February 2007 as Group Financial

Controller, Denis has assumed the Group’s day to day finance

responsibilities from our part-time Finance Director Stuart

Mollekin. Stuart will become a Non-Executive Director

following the announcement of our preliminary results but will

also act in an advisory capacity on financial matters. I am also

delighted to welcome Elie Dunnoos to the Board following his

appointment on 19 October 2007.

Prospects

The Board is satisfied that the Group has consolidated its

position following the acquisition of the Baldwin companies

in the last financial year. The Directors look to the future

with optimism.

Nicholas Bonham

Non-executive Chairman

1 November 2007


Chairman’s statement

3

74991 PRE 9/11/07 15:30 Page 3

Coins of the English Realm

4


Charles I (1625-1649) Gold Triple Unite of 60 shillings.The largest denomination hammered coin ever struck in England, only minted 1642-1644

Charles famously engaged in a struggle for power with the Parliament ofEngland. He was an advocate of the Divine Right of Kings, and many inEngland feared that he was attempting to gain absolute power. His lastyears were marked by the English Civil War, in which he was opposed by the forces of Parliament. After being defeated, Charles was subsequentlycaptured, tried, convicted, and executed for high treason. The monarchy was then abolished.

Oliver Cromwell “the Great Emancipator”Gold Broad of 20-Shillngs

Cromwell was a Member of Parliament for Cambridge and later entered theEnglish Civil War on the side of the “Roundheads” or Parliamentarians. As abrilliant soldier (nicknamed “Old Ironsides”) he rose from leading a cavalrytroop to command the entire army. Cromwell was the third person to signCharles I’s death warrant in 1649. He was made Lord Protector of England,Scotland and Ireland in 1653 until his death. When the Royalists returned to power in 1660, his corpse was dug up, hung in chains, and beheaded.

Elizabeth I (1558-1603)The Virgin QueenExtremely Rare Gold Ryal or 15-Shillings

Elizabeth is generally considered to have been a decisive ruler and she proved tobe one of the most popular monarchs in British history - placed seventh in the100 Greatest Britons poll in 2002. Her reign is notable for the Spanish Armada: a grand fleet of 130 ships which set sail across the English Channel in July 1588.The Spanish attempted invasion was defeated by the English fleet under LordHigh Admiral Charles Howard, 2nd Baron Howard of Effingham, and forced toreturn to Spain with appalling losses.

Henry VIII (1509-1547)Silver TestoonHenry VIII debased the coinage, silver content was reduced and replaced with copper. He was given the nickname Coppernose

Henry VIII is famous for having been married six times. He wielded perhaps the mostunfettered power of any English monarch, and brought about the Dissolution of theMonasteries and the union of England and Wales. Anne Boleyn failed to give the King a male heir and Henry had her arrested on charges of witchcraft, incest and treason. In 1536Anne was beheaded. Henry built the Mary Rose, named after his sister; she was one ofthe earliest purpose-built warships in the English Navy.

74991 PRE 9/11/07 15:30 Page 4

The Late Anglo-Saxon Period


5

Edward the Confessor (1042-1066)Rare helmet type Penny of Gloucester

Edward was the son of Æthelred the Unready and Emma of Normandy. Born c.1003, he spent much of his early life in Normandy, having been takenthere by his mother to escape the Danish invasion. He became king upon thedeath of his half-brother Harthacnut in 1042. During his reign WestminsterAbbey was built. Edward was known for his piety and was canonised in 1161.

William the Conqueror (1066-1087)Rare two stars type Penny of Winchcombe

William became Duke of Normandy in 1035 at the age of seven. He was acousin of Edward the Confessor and claimed the English throne upon thelatter’s death early in 1066. After Harold II succeeded to the throne Williaminvaded England and defeated Harold at the battle of Hastings. His reign asking of England is notable for the administrative reforms he introduced andin particular for the Domesday Book, published in 1086.

Alfred the Great (871-899)Rare London Penny

The reverse of this coin bears a monogram of the word Londonia. Alfred’s reign wasmarked by struggles against the Danes; his victory over them at Edington in 878 led tothe Treaty of Wedmore, by the terms of which England was divided in two with theSaxons keeping the southwest and the Danes the northeast (known as the ‘Danelaw’).

Edward the Martyr (975-978)Rare Penny of Bedford

Edward was the son of Eadgar and the step-brother of Æthelred the Unready. Upon Eadgar’sdeath in 975 there was a dispute over the succession between Edward and Æthelred, inwhich Edward was initially victorious. However, in 978 he was murdered at Corfe Castle in Dorset by servants of his step-mother Ælfthryth, Æthelred’s mother. He was soon referred to as a martyr and was later canonised.

74991 PRE 9/11/07 15:30 Page 5

Managing Director’s review


6

I am pleased to be able to report that further progress has been

made since the Company’s interim results.

The acquisition of the 135 year old Baldwin’s business nearly

two years ago has transformed the Group into one of the

largest coin dealers in England. In addition, the acquisition

has enabled us to offer our client base the opportunity to buy

and sell through our auctions held in London, Hong Kong and

New York. The two businesses are now fully integrated. This

enables us to consider further possible acquisitions and the

diversification of services and products offered to our existing

customer base.

Financial results

Full year turnover increased 42% to £10,558,000 from

£7,426,000 last year. Operating profits before exceptional costs,

share option charges and negative goodwill amortisation

increased 48% to £1,524,000 from £1,028,000 last year. Profit

on ordinary activities before tax increased 79% to £1, 821,000

(2006: £1,018,000).

Adjusted earnings per share increased by 22% to 7.57p from

6.21p with adjusted diluted earnings per share also increasing

by 23% to 7.13p from 5.78p.

As at 31 August 2007 the Company had £5,280,000 in

cash and a strong un-geared balance sheet; net assets,

including freehold property, totalling £12,414,000 (excluding

negative goodwill).

Auctions

As mentioned in our interim results, we entered the second

half of our year with a strong forward order book of auction

consignments. This was evidenced in August 2007 through our

Hong Kong auction where sales reached US$3.5 million against

US$773,000 the previous year. I am pleased to report that the

beginning of the new financial year has started well with a

significant September London auction. Forward consignments

are also very positive and the auction department is expected

to have another strong year. We announced last month that

Seth Freeman, director and head of our auction department

has joined the main Board of Noble Investments (UK) PLC

(“Noble”). Seth has worked tirelessly over the past eleven years

with Edward Baldwin and his colleagues to help build the

auction department and it is their time and dedication that

allows a company with only 15 employees to undertake

auctions in London, Hong Kong and New York and process over

9,000 auction lots.

We are in the process of finalising our January 2008

New York Auction before starting work on a significant May

London auction.

Internet auction bidding

With auctions taking place in London, Hong Kong and New York

the ability to offer customers the option to interact by live

online bidding is of growing importance although the number

of successful winning bids is still less than 10%.

Numismatic investment management

As announced last year, Noble was appointed as numismatic

advisor to Avarae Global Coins plc (“Avarae”). Avarae has

been formed to achieve long term capital growth through

the purchase, holding and sale of coins from around

the world.

Avarae was admitted to trading on AIM in May 2006 having

raised approximately £5.4 million before expenses. A major

institutional investor subsequently subscribed £1.1 million via

a secondary placing in June 2006. In July 2007 Avarae raised a

further £6 million before expenses. Allianz Insurance plc,

Jupiter Asset Management Limited and Blackrock Inc.

were amongst institutional subscribers together with Elsina

Limited, a company advised by Vincent Tchenguiz’s Consensus

Business Group.

As previously stated, the venture should allow Noble

to progressively build up a recurring stream of income

through a 1.5% annual management fee. Noble is also

entitled to additional transaction fees and to participate

in profits, through a performance fee, if returns exceed

10% per annum.

74991 PRE 9/11/07 15:30 Page 6


7

Website

The website traffic continues to grow. The average number of

unique visits per month has risen to just over 2,000 and in the

period under review the website had just over 3 million hits.

In addition to numismatic literature, auction dates and

catalogues, the website has in excess of 1,000 coins on offer

and is an important vehicle for showcasing the Group’s stock.

Freehold premises

In the last two years the business has expanded significantly.

In order to enable the business to further expand its product

range, we have decided to add a fourth floor to our central

London freehold premises. These works will enhance the

value of the property, the working environment and provide

additional space for approximately eight to ten employees

should the opportunity arise.

Whilst the works, envisaged to last for eight weeks, will no

doubt cause some disruption to sales and the working

environment, it should add value to the premises and enable

the business to expand.

Stamps

Eleven days short of our year end, we announced a fund raising

and collaboration agreement in order to expand our product

range to include rare stamps. It is therefore too early to give any

update however we have, subsequent to the year end, started

to purchase certain items and I hope to be able to update

shareholders in the interim statement. A. H. Baldwin’s started

selling coins and stamps in the 19th century and the

two collectibles fit together. With the additional space

provided in our building, we will be in a stronger position to

source specialists in fields such as stamps, banknotes and

military decorations.

Market conditions

There is more economic uncertainly in the world than at the

corresponding period last year. In addition, closer to home,

the much publicised recent subprime credit issues, increases

in interest rates and funding problems cannot be ignored.

Although, when compared to the multibillion dollar

corporations of today, Noble is a relative minnow, we do

operate an international business with worldwide sales and

are therefore not wholly dependent on domestic markets. It is

important to emphasise the strong financial position that our

un-geared balance sheet gives us and we continue to explore

potential acquisition targets accordingly.

Employees

We are a small team compared with many of our peers and the

above results would not have been possible without the hard

work and dedication of this team. Their efforts are greatly

appreciated by the management and our client base. The

recent addition of Seth Freeman (Head of Auctions) to the main

Board is testament to his hard work and commitment.

Current trading

Although we are only two months into the current year, it has

started positively with two significant September auctions,

a small Islamic London auction this week and the London

Coinex fair.

The worldwide market for coins remains significant and we

account for an extremely small fraction of it. We continue to

see demand for top quality rarities far outstrip supply as

collectors and investors realise just how individual certain

coins are. In addition rarities issued outside the US still fetch

a fraction of their US counterparts. We therefore feel it still

appropriate to be optimistic about the Group’s future despite

the economic uncertainties.

Ian Goldbart

Managing Director

1 November 2007

74991 PRE 9/11/07 15:30 Page 7

8

Coins of Europe


Russia, Catherine II “The Great” (1762-1796)

Catherine regarded herself as an enlightened despot. She encouraged the arts,sciences and education. The Hermitage, one of the largest museums in the world,began as Catherine’s personal collection. Many stories surround her death,including that she may have died as a result of her love of horses and anotherthat she died on a toilet when the seat broke under her. These stories were mostlikely invented by the French, who were known for hating her.

Germany, City of Speyer on a Gold Ducat 1850

Speyer has a compact centre which is dominated by the Speyer Cathedral, a number of churches and the Altpörtel (Old town gate). The laying of the foundation stone for the Cathedral was the decisive impetus for the furtherdevelopment of the town. The Cathedral was consecrated in1061 but only completed in 1111. It was the largest church ofits time and, in its scale and grandeur signified the imperialpower of Christendom. It became the burial place of eightGerman Emperors and Kings. With the Abbey of Cluny (of France) in ruins, the Speyer Cathedral remains the largest Romanesque church to this very day.

France, Louis XIV (1643-1715), The Sun-King

Louis acceded to the throne a few months before his fifth birthday. His wasthe longest reign of any major European monarch. He successfully centralized state government from the capital and swept away the fragmented feudalism in France. Louis XIV had the Château of Versailles outside Paris, converted into a spectacular royal palace. Versailles served as a dazzling and awe-inspiringsetting for state affairs and venue for entertaining foreign dignitaries.

74991 PRE 9/11/07 15:30 Page 8


Renaissance Coinage of Italy


9

Gal

eazz

o M

aria

Sfo

rzaThe Sforza Family The Sforza family governed Milan by force,

ruse, and power politics. Under their rule the city-state flourished andexpanded. The Sforzas were effectively a family of warriors for hire.

Galeazzo Maria Sforza(January 1444 – December 1476) Rare Gold Ducato D’Doro of Milan

Duke of Milan from 1466. Galeazzo was famous as a patron of the arts and music; but also for being lustful, cruel and tyrannical. He once had a poacher executed by forcing him to swallow an entire hare (with fur intact) and had another man nailed alive in his coffin.He was murdered in the Church of Santo Stefano in Milan.

Giovanni Galeazzo Maria Sforza (1481)Extremely Rare Gold Doppio Ducato of Milan

Giovanni succeeded his father as Duke of Milan in 1476 but was under the tutelage of his mother Bona Maria of Savoy for five years. He was very quickly deposed by his uncle Ludovico Maria Sforza in 1481 and eventually assassinated in 1494.

Charles V d’Absburgo (1516-1556)Rare Gold Doppia of Naples

The reverse of this coin celebrates the happy conclusion to a series ofdisorganised revolts culminating in the uprising of 1547, which took placepartly in response to an attempt to introduce the Spanish Inquisition intothe kingdom of Naples. Charles V formally undertook to never allow TheOffice of the Holy Inquisition to be introduced again.

Pope Leo X (1513-1521), Giovanni de MediciRare Gold Due e Mezzo Ducati

Son of Lorenzo “The Magnificant” de’Medici. This period is well known for the Protestant Reformation which began when Martin Luther published the 95 Theses and nailed them to the door of the Castle Church in Wittenberg. From their base in Florence, it is probable that the Medici family was thewealthiest family in Europe. They developed the double-entry bookkeepingsystem for tracking credits and debits.

74991 PRE 9/11/07 15:30 Page 9


10

The Directors have pleasure in presenting their annual report

and the audited financial statements of the Company and the

Group for the year ended 31 August 2007.

Principal activities

The Group’s principal activity is that of a trader and auctioneer

of rare coins and other collectibles including stamps, tokens,

medals and banknotes.

Review of business and future developments

A review of the Group’s trading during the year and of its

prospects for the current financial year is contained in the

Chairman’s statement on page 3 and Managing Director’s

review on pages 6 and 7.

Results and dividends

The Group’s profit for the financial year amounted to

£1,595,000 (2006: £741,000), as set out in the Consolidated

profit and loss account on page 20.

The Directors are recommending the payment of a final

dividend in respect of the year ended 31 August 2007 of 1.25p

per share (2006: 1p). A resolution concerning this matter is

included in the Notice of Annual General Meeting on pages 35

and 36.

Share capital

Details of the authorised and issued share capital of the

Company, and changes during the year are shown in note 18

to the financial statements.

Directors

The Board of Directors at the date of this report comprised the

four executive Directors; Ian Goldbart, Dimitri Loulakakis and

Stuart Mollekin who were Directors throughout the year, and

Seth Freeman who was appointed on 19 October 2007. There

are five Non-Executive Directors; Nicholas Bonham, Jasper

Allen, Kean McDonald and Edward Baldwin who served

throughout the year, and Elie Dunnoos who was appointed on

19 October 2007.

Brief biographical details of the Directors of the Group are

as follows:

Ian Goldbart, aged 44. Managing Director. Ian has been a

collector of coins for over 25 years concentrating on the English

gold and silver milled sector. During this period he built up a

network of contacts with many of the major numismatic firms

throughout the world. He launched Noble Investments (UK)

PLC in 2003 and became full time Managing Director upon

completion of the acquisition of the Baldwin companies on

28 November 2005. Prior to this he was a partner of

stockbrokers Townsley & Co until it was acquired by the

Insinger de Beaufort group in 1999 at which time he was

appointed a Director of Institutional Sales.

Dimitri Loulakakis OSJ (Malta), aged 73. Executive Director.

Dimitri Loulakakis has a wealth of experience in the

numismatic field where he has built a worldwide network of

professional contacts and relationships over the past 40 years.

He is a consultant and buyer for the National Greek

Numismatic Museum and also for the Greek Ministry

of Culture.

Seth Freeman, aged 32. Executive Director. Seth joined

A H Baldwin & Sons in 1996 after graduating from

Southampton University with a degree in History. He

became a director in February 2004 and runs Baldwin’s

auction department, with events in London, Hong Kong and

New York. He is the treasurer of the British Numismatic

Trade Association.

Stuart Mollekin, aged 47. Finance Director. Stuart Mollekin has

occupied senior financial positions in a number of private and

public companies over the last twenty years, principally in the

manufacturing sector. In addition to his role in Noble, he is also

finance director of CBG Group plc and PenMc plc.

Nicholas Bonham, aged 59. Non-Executive Chairman. Nicholas

Bonham was formerly managing director and deputy chairman

of Bonhams, the 210 year-old firm of International fine art

auctioneers. He is regarded as one of the most experienced

auctioneers in the country as well as possessing a deep

understanding of the Fine Art and Collectibles market.

Jasper Allen, aged 56. Non-Executive Director and Deputy

Chairman. Formerly a member of the London Stock Exchange,

he was a director of English Trust Group Limited, which was

acquired by the Insinger de Beaufort group in May 2001. He is

a director of Insinger de Beaufort, the former Nominated

Adviser and Broker to the Company and holds a number of

other non-executive directorships.

Kean McDonald, aged 44. Non-Executive Director. Kean

McDonald is a director of Texas Holdings Limited, a private

venture capital firm, and has a diversified business background

including engineering and property through his involvement

on the boards of public and private companies.

Directors’ reportfor the year ended 31 August 2007

74991 PRE 9/11/07 15:30 Page 10


11

Edward Baldwin, aged 58. Non-Executive Director. Edward

Baldwin joined A H Baldwin & Sons Limited following his

graduation from Edinburgh University in 1970, and specialised

in trading foreign coins. He became a director in 1975,

Company Secretary in 1980 and Managing Director in 1996. He

founded Baldwin’s Auctions Limited in 1994.

Elie Dunnoos, aged 66. Non-Executive Director. Elie Dunnoos is

a Director of Institutional Sales at Insinger de Beaufort. A

graduate trainee at SG Warburg he subsequently joined

Strauss Turnbull & Co. He was a director of Societe Generale

from 1992 to 2001 and from 1982 to 1992 was a partner in

L Messel & Co until its sale to Lehman Brothers, at which point

he became a director of Lehmans.

The Articles of Association require that all Directors whose

appointments have not been approved by shareholders of the

Company in general meeting must retire and, if eligible, offer

themselves for reappointment. Accordingly, Edward Baldwin

retired at the Annual General Meeting (“AGM”) held on

14 December 2006 and was duly re-elected.

In accordance with the Articles of Association, at each AGM

one third, or as near as possible, of the Directors retire by

rotation and all Directors must be re-elected at intervals of not

more than three years in accordance with the principles of the

Combined Code of Corporate Governance. Accordingly, Dimitri

Loulakakis and Jasper Allen retired at the AGM held on

14 December 2006 and, being eligible, offered themselves for

reappointment and were duly re-elected. Nicholas Bonham

and Ian Goldbart will retire at the forthcoming AGM and, being

eligible, offer themselves for reappointment.

Charitable and political donations

The Group made charitable donations during the year

amounting to £nil (2006: £50). The Group made no political

donations (2006: £nil).

Substantial shareholders

As at 1 November 2007 the Company has been notified of the

following interests in shares amounting to 3% or more of the

issued ordinary share capital of the Company.

Number of Percentage ofordinary issued share

shares capital

Credit Agricole Cheuvreux

International Limited 2,232,086 13.05%

I. G. Goldbart 1,649,602 9.64%

Deutsche Bank AG 1,604,864 9.38%

Cantor Fitzgerald Europe 1,597,501 9.34%

Elsina Limited 1,364,864 7.98%

Allianz Cornhill Insurance plc 1,066,500 6.23%

Gryphon Bond Fund Limited 1,061,529 6.20%

Jupiter Asset Management 1,044,196 6.10%

R. K. McDonald 818,955 4.79%

Equity Special Situations Limited 738,500 4.32%

J. P. D. Geertman 705,000 4.12%

Jon Olafsson 644,136 3.76%

The holding of Kean McDonald includes 263,998 shares held by

Texas Holdings Limited, shares in which are held by a trust of

which he is a trustee.

Employees

The Group places considerable value on the involvement of its

employees in order that they are kept informed of matters

affecting them and the Group is committed to improving

the performance of all employees through appropriate

development and training.

The Group is an equal opportunities employer. The Group’s

policies seek to promote an environment free from

discrimination, harassment and victimisation, and to ensure

that no employee or applicant is treated less favourably on

the grounds of gender, marital status, race, colour, nationality

or national origin, disability or sexual orientation or is

disadvantaged by conditions or requirements, including age

limits, which cannot objectively be justified. Entry into, and

progression within the Group is solely determined on the basis

of work criteria and individual merit.

It is the Group’s policy to apply best practice in the

employment of disabled people. Full and fair consideration is

given to every application for employment from disabled

persons whose aptitude and skills can be utilised in the

business and to their training and career development. This

includes, where possible, the retraining and retention of staff

who become disabled during their employment.

The Group operates an Inland Revenue approved Enterprise

Management Incentive scheme which is open to eligible

74991 PRE 9/11/07 15:30 Page 11


12

employees within the Group. Options to subscribe for ordinary

shares under the unapproved scheme have been granted

to eligible employees at an option price determined by

the Remuneration Committee in accordance with the Rules of

the Scheme. These options are exercisable between 2 and

5 years from the date of grant, and are subject to certain

performance criteria.

Principal risks and uncertainties

The Group’s principal financial instruments comprise bank

balances, trade debtors and trade creditors. These serve to

provide sufficient funds for the Group’s operations. For bank

balances, the principal liquidity risks are managed by regular

review and reconciliation of the account to ensure that the

overdraft limits are not breached. The Group manages the

liquidity risk by ensuring that there are sufficient funds

available to meet any contractual repayments as and when

they fall due. The credit and cash flow risks relating to trade

debtors are managed by the maintenance of credit control

policies and regular monitoring of amounts outstanding. The

liquidity risk for trade creditors is managed by the Group,

ensuring that there are sufficient funds available to settle

these as and when they fall due.

Supplier payment policy

It is the Company’s policy that payments are normally made to

suppliers in accordance with agreed terms, provided that the

supplier provides the relevant goods or services in accordance

with agreed terms and conditions. The average number of

days purchases in trade creditors at 31 August 2007 for the

Company was 33 days (2006: 50 days).

Health and safety

The Group has a positive approach to health, safety and

environmental matters and is committed to the achievement

of the highest practicable standards of health and safety at

work for all employees and to the minimisation of adverse

effects on the environment.

The Group has appointed a Health and Safety officer to oversee

compliance with applicable laws and regulations around

the Group.

Statement of Directors’ responsibilities

Company law requires the Directors to prepare financial

statements for each financial year that give a true and fair view

of the state of affairs of the Company and the Group as at the

end of the financial year and of the profit or loss of the Group

for that year.

The Directors confirm that suitable accounting policies have

been used and applied consistently as explained on pages 23

and 24 under the heading ‘Accounting Policies’. They also

confirm that reasonable and prudent judgements and

estimates have been made in preparing the financial

statements for the year ended 31 August 2007 and that

applicable accounting standards have been followed and that

the financial statements have been prepared by the Directors

on a going concern basis.

The Directors are responsible for keeping proper accounting

records that disclose with reasonable accuracy at any time the

financial position of the Company and the Group and to enable

them to ensure that the financial statements comply with

the Companies Act 1985. They are also responsible for

safeguarding the assets of the Company and the Group and

hence for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

Corporate governance

The Group is not required to comply with the Combined Code

on Corporate Governance although the Group does voluntarily

comply with a number of the requirements.

The Board comprises four Executive Directors, Ian Goldbart,

Dimitri Loulakakis, Stuart Mollekin and Seth Freeman and five

independent Non-Executive Directors; Nicholas Bonham,

Jasper Allen, Kean McDonald, Edward Baldwin and Elie

Dunnoos. The Board usually meets at least every two months

to closely monitor the progress of the Group towards the

achievement of budgets and targets, and strategic objectives.

The Board also operates three committees – the Audit

Committee, the Remuneration Committee and the Investment

Review Committee.

The Audit Committee, chaired by Jasper Allen, also comprises

Nicholas Bonham and Kean McDonald. Its duties include a

comprehensive review of the financial statements before they

are presented to the Board for approval, reviews of the findings

of the Company’s auditors and reviews of the Group’s key

accounting policies and judgements. The Audit Committee

generally meets twice a year and has unrestricted access to the

Company’s auditors.

The Remuneration Committee, chaired by Nicholas Bonham,

also comprises Jasper Allen and Kean McDonald. It meets

at least once a year and is responsible for making

recommendations to the Board on remuneration policy for

Executive Directors and for setting salaries, incentive

payments, and the grant of share options, and performance

targets attaching to these options.

Directors’ reportcontinued

74991 PRE 9/11/07 15:30 Page 12


13

The Investment Review Committee, comprising Nicholas

Bonham, Jasper Allen, Kean McDonald and Edward Baldwin,

has been established to approve acquisitions by the Company

of individual rare coins of £20,000 or greater and related

purchases of coins of £100,000 or greater in aggregate. The

Committee also approves the sale of coins on the same criteria

respectively (according to the value of the coins recorded in the

Company’s books).

The Board has overall responsibility for the Group’s system of

internal control. Although no system of internal control can

provide absolute assurance against material misstatement or

loss, the Group’s systems are designed to provide reasonable

assurance that problems are identified on a timely basis and

are dealt with appropriately.

The Group’s internal financial control and monitoring

procedures include:

(i) clear responsibilities for the maintenance of good

financial controls and the production of accurate and

timely financial management information.

(ii) the control of key financial risks through clearly laid down

authorisation levels.

(iii) detailed monthly budgeting and reporting of trading

results, balance sheets and cash flows, with regular review

by the Directors of variances from budgets.

Going concern

After making appropriate enquiries the Directors believe that

the Group has adequate resources to continue in operational

existence for the foreseeable future. As a result the Directors

consider it appropriate for the financial statements to be

prepared on the going concern basis.

Annual General Meeting

The Notice of the AGM of Noble Investments (UK) PLC to be

held on 12 December 2007 and the resolutions to be proposed

at the Meeting are set out on pages 35 and 36 of this

document. The following special business will be considered at

the Meeting.

Resolution (viii) increases the authorised share capital to

£300,000. Resolution (ix) seeks to renew the Directors’

authority under Section 80 of the Companies Act 1985 to allot

unissued share capital up to an aggregate nominal amount of

£57,034 which represents one third of the issued ordinary

share capital as at 1 November 2007. The Directors are

currently empowered, pursuant to an ordinary resolution of

the Company dated 14 December 2006, to allot unissued share

capital up to an aggregate nominal amount of £50,000.

Resolution (x) grants the Directors the power to allot shares for

cash without first offering those shares pro-rata to existing

shareholders up to an aggregate nominal amount of £17,110,

representing 10 per cent of the Company’s issued ordinary

share capital as at 1 November 2007. The Directors are

currently empowered, pursuant to a special resolution of the

Company dated 14 December 2006, to allot shares for cash up

to an aggregate nominal amount of £15,000. Resolution (xi)

grants the Company the power to make market purchases of

its own shares under Section 166 of the Companies Act 1985

up to 1,711,014 ordinary shares representing 10% of the

Company’s issued ordinary share capital as at 1 November

2007. The Directors are currently empowered, pursuant to

a special resolution of the Company dated 14 December 2006,

to make market purchases of its own shares up to

1,499,992 shares.

The Directors consider that it is in the best interests of the

Company and its shareholders that they should have the

flexibility conferred by the above authorities to make small

issues of shares, or purchase shares, for cash as suitable

opportunities arise. These authorities will expire at the earlier

of 12 March 2009 and the conclusion of the AGM to be held

in 2008.

Independent auditors

A resolution concerning the reappointment of Carter Backer

Winter and authorising the Directors to fix their remuneration

will be proposed at the Annual General Meeting.

Statement of disclosure to auditor

(a) so far as the Directors are aware, there is no relevant

audit information of which the Company’s auditors are

unaware, and

(b) they have taken all the steps that they ought to have taken

as Directors in order to make themselves aware of any

relevant audit information and to establish that the

Company’s auditors are aware of that information.

By order of the Board

Ian Goldbart

Director

1 November 2007

74991 PRE 9/11/07 15:30 Page 13

14

Coinage of the Ancient World


Alexander III, The Great (336-323 BC)

Alexander the Great, son of Philip II of Macedon, was one of the great militaryleaders in history. Alexander conquered most of the then known world, creatingan Empire that stretched to the borders of Punjab in the East, and encompassingsuch regions as the Persian Empire, Syria, Judaea, Egypt and Mesopotamia. After his death, Alexander’s generals divided his vast Empire into four majorregions, and consequently several Hellenistic Kingdoms emerged.

Julius Caesar (100-44 BC)

Caesar’s rise to power was critical in the transformation of the Republic to the Roman Empire. In 60 BC he formed a Triumvirate with Pompey and Crassus.His army conquered Gaul and sent expeditions into Britain. After crossing theRubicon in 49 BC, Caesar fought a civil war against Pompey and the Senate and his victory left him as the most powerful individual in the Roman world. He received the title of dictator for life but was assassinated on the Ides ofMarch, 44 BC.

Caligula (AD 37-41)

Caligula’s short reign has become one of the most infamous in Roman history. After apromising start, Caligula fell seriously ill and it is said that after his recovery he became ‘a monster’. He is accused by the written sources of such acts as killing for amusement,indulging in incest, and expressing a desire to be worshipped as a living god. One well-

known tale is that Caligula attempted to make his horse consul. He was murdered in AD 41.

Nero (AD 54-68)

Nero was still in his teens when he became emperor and was strongly influenced by his mother, Agrippina. As he reached adulthood, Nero rebelled and ordered her death in AD 59. His reign saw the revolt of Boudicca in Britain in AD 60, and the greatfire of Rome in AD 64, during which he was said to have ‘fiddled while Rome burned’.Towards the end of his reign, Nero began to lose his popularity with the ruling classes. After the revolts of Vindex and Galba in the provinces, he was forced to commit suicide in AD 68.

74991 PRE 9/11/07 15:30 Page 14


15

The Coinage of India


Rama Varma V of Travancore (ME 1057-1062; 1880-1885 AD) Rare Gold Sovereign, 1881

Travancore was a princely state in the Kerala region of southern India. Maharaja Rama Varma V was academically inclined with a particular interestin botany and agriculture; he was a fellow of both Madras University and theRoyal Geographical Society. This coin is based on the English Gold Sovereign,and is one of the earliest princely state issues to bear the portrait of the ruler.

Samudragupta (c.330-380 AD)Very Rare Tiger-slayer type Gold Dinar

Samudragupta was a military genius sometimes referred to today as the‘Napoleon of India’. His name probably refers to his military conquests, as samudra means ‘oceans’. The obverse of this coin shows the king shooting a tiger with a bow and arrow while the reverse shows the goddess Ganga, from whom the river Ganges takes its name.

Akbar (AH 963-1014; 1556-1605 AD)Very Rare Gold Mehrabi Mohur, Baldat Agra, AH 981

Akbar, the first of the great Mughal emperors, ascended to the throne at theage of 13. His reign saw the expansion of the empire to cover most of northernIndia. He is reported to have had over 5,000 wives. The term Mehrabi refers tothe shape of the coin, and is derived from the mehrab, the niche in the wall of amosque indicating the direction of Mecca.

Queen Victoria (1837-1901), The Empress of India British India

The East India Company (London businessmen who banded together to makemoney importing spices from South Asia) ruled India on Britain’s behalf aspart of the Empire. The Company transformed from a commercial tradingventure to one that virtually ruled India as it acquired governmental andmilitary functions, until its dissolution in 1858 following the Indian Rebellionof 1857. The Victorian Sovereign-size coin above shows the British Lion andan Indian Palm.

74991 PRE 9/11/07 15:31 Page 15


16

The Remuneration Committee (“the Committee”) is responsible for the determination of remuneration policy as applied to the

Group’s Executive Directors and aspects of the granting of share options. The Committee is chaired by Nicholas Bonham and also

comprises Jasper Allen and Kean McDonald.

Executive remuneration

The Committee considers, inter alia, market rates and policies of other companies within the industry peer group in fixing the

remuneration package of the Executive Directors. Their remuneration, which is reviewed each year to ensure it is supportive of the

Group’s strategic business objectives and the creation of shareholder value, comprises three elements:

(i) a basic salary together with benefits in kind;

(ii) a bonus; and

(iii) share options.

The Executive Directors have service contracts or consultancy agreements with the Company, which are terminable on six months

notice by either party.

Non-Executive Directors’ remuneration

Non-Executive Directors receive fees for their time in relation to Board and committee meetings and other ad hoc Company

requirements. They are appointed for a fixed term of one year with the exception of Edward Baldwin, whose contract is terminable

by six months notice by either party. The fees of the Non-Executive Directors are determined by the Board, having considered market

rates and policies of other similar companies. The Non-Executive Directors do not take part in discussions on their remuneration. The

Non-Executive Directors do not receive any pension or other benefits from the Group, with the exception of Nicholas Bonham who

may receive additional remuneration in respect of profits realised on trades introduced by him to the Company. Any additional

remuneration payable under this arrangement will be determined by the Executive Directors and will be performance related.

Directors’ remuneration

The remuneration of the Directors of the Company for the year ended 31 August 2007 is set out below:

Salary/ 2007 2006

fees Total Total£’000 £’000 £’000

Executive Directors

I G Goldbart 121 121 97

D G Loulakakis 75 75 115

S J Mollekin – – –

Non-executive Directors

N Bonham 10 10 10

J H Allen 10 10 17

R K McDonald – – –

A H E Baldwin 5 5 4

Total 221 221 243

A H E Baldwin is also employed as an executive director by A H Baldwin & Sons Limited and received total remuneration (including

pension contributions) of £72,650 in the year.

The services of S J Mollekin are provided under a consultancy agreement, in respect of his services as a Director and also the provision

of accountancy services, with CBG Group plc at a fee of £45,000 per annum.

Remuneration reportfor the year ended 31 August 2007

74991 PRE 9/11/07 15:31 Page 16

Pension provision

The Company does not provide any post-retirement benefits to any of the Directors.

Directors’ interests in share capital

The Directors’ interests in share capital were as follows:

At 31 August At 31 August

2007 and 2006 or date of

1 November appointment if

2007 later

I G Goldbart 1,649,602 1,290,000

N Bonham 17,242 17,242

J H J Allen 326,498 219,441

R K McDonald 818,955 739,898

D G Loulakakis 105,604 105,604

S J Mollekin 30,092 20,092

A H E Baldwin 258,621 258,621

E Dunnoos 58,376 58,376

The holding of I G Goldbart includes shares held by his wife. The holdings of J H J Allen and S J Mollekin include shares held by their

pension funds. The holding of Kean McDonald includes 263,998 shares held by Texas Holdings Limited, shares in which are held by

a trust of which he is a trustee.

Share incentives

The Committee is responsible for approving the grant of options under the Company’s share option schemes.

Interests in share options

Enterprise Management Incentive scheme Options held

Options Options at 31 Augustheld at granted 2007 and Date

1 September during 1 November options Exercise Earliest date Expiry2006 year 2007 granted price for exercise date

I G Goldbart 172,413 – 172,413 4/11/2005 58.0p 4/11/2007 4/11/2010

D G Loulakakis 35,000 – 35,000 4/11/2005 58.0p 4/11/2007 4/11/2010

A H E Baldwin 150,000 – 150,000 4/11/2005 58.0p 4/11/2007 4/11/2010

357,413 – 357,413


17

74991 PRE 9/11/07 15:31 Page 17


18

Unapproved options Options held Options Options at 31 Augustheld at granted 2007 and Date

1 September during 1 November options Exercise Earliest date Expiry2006 year 2007 granted price for exercise date

I G Goldbart 359,602 (359,602) – 17/10/2003 23.0p 17/10/2005 17/10/200817,587 – 17,587 28/11/2005 58.0p 28/11/2007 28/11/2010

377,189 (359,602) 17,587

D G Loulakakis 154,115 (16,500) 137,615 17/10/2003 23.0p 17/10/2005 17/10/2008

S J Mollekin 25,000 (25,000) – 05/11/2004 44.5p 05/11/2006 05/11/200975,000 – 75,000 28/11/2005 58.0p 28/11/2007 28/11/2010

100,000 (25,000) 75,000

N Bonham 100,000 – 100,000 05/11/2004 44.5p 05/11/2006 05/11/2009

J H J Allen 77,057 (77,057) – 17/10/2003 23.0p 17/10/2005 17/10/200830,000 (30,000) – 05/11/2004 44.5p 05/11/2006 05/11/200975,000 – 75,000 28/11/2005 58.0p 28/11/2007 28/11/2010

182,057 (107,057) 75,000

R K McDonald 77,057 (77,057) – 17/10/2003 23.0p 17/10/2005 17/10/200850,000 – 50,000 28/11/2005 58.0p 28/11/2007 28/11/2010

127,057 (77,057) 50,000

1,040,418 (585,216) 455,202

Options exercised during the year Options Marketexercised Date price at

during options date option Gainyear exercised exercised £

I G Goldbart 359,602 08/12/2006 158p 485,463

D G Loulakakis 16,500 03/05/2007 198p 28,875

S J Mollekin 25,000 08/12/2006 158p 28,375

J H J Allen 77,057 08/12/2006 158p 104,02730,000 08/12/2006 158p 34,050

107,057 138,077

R K McDonald 77,057 09/01/2007 165p 109,421

585,216 790,211

Details of all shares held and options granted to Directors are maintained in the Directors register of interest, which is available forinspection at the requisite times.

The middle market price of ordinary shares in the Company at 31 August 2007 was 199.5p and the range in the year ended 31 August2007 was 124.5p to 222.5p.

Nicholas BonhamChairman of the Remuneration Committee1 November 2007

Remuneration reportcontinued

74991 PRE 9/11/07 15:31 Page 18


19

We have audited the financial statements of Noble Investments (UK) PLC for the year ended 31 August 2007 set out on pages 20 to 34. These financial statements have been prepared under the accounting policies set out therein.

This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Ouraudit work has been undertaken so that we might state to the Company’s members those matters we are required to state to themin an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility toanyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions wehave formed.

Respective responsibilities of the directors and auditors

As described in the Statement of Directors’ Responsibilities on page 12 the Company’s Directors are responsible for the preparationof the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United KingdomGenerally Accepted Accounting Practice).

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements andInternational Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordancewith the Companies Act 1985, and whether in our opinion the information given in the Directors’ Report is consistent with thefinancial statements. We also report to you if, in our opinion, the Company has not kept proper accounting records, if we have notreceived all the information and explanations we require for our audit, or if information specified by law regarding Directors’remuneration and other transactions is not disclosed.

We read the Directors’ Report, Chairman’s Statement, Managing Director’s Review and Remuneration Report and consider theimplications for our report if we become aware of any apparent misstatements within them.

Basis of audit opinion

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing PracticesBoard. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financialstatements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation ofthe financial statements, and of whether the accounting policies are appropriate to the Company’s circumstances, consistentlyapplied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in orderto provide us with sufficient evidence to give reasonable assurance that the financial statements are free from materialmisstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacyof the presentation of information in the financial statements.

Opinion

In our opinion:

– the financial statements give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice,of the state of the Company’s and the Group’s affairs as at 31 August 2007 and of the profit for the year then ended and havebeen properly prepared in accordance with the Companies Act 1985; and

– the information given in the Directors’ Report, Chairman’s Statement, Managing Director’s Review and Remuneration Reportis consistent with the financial statements.

Carter Backer WinterChartered Accountants and Registered Auditor, London1 November 2007

Independent auditors’ reportto the members of Noble Investments (UK) PLC

74991 PRE 9/11/07 15:31 Page 19


20

2007 2006£’000 £’000

Note Re-stated

Turnover 1 10,558 7,426

Cost of sales (7,661) (5,386)

Gross profit 2,897 2,040

Administrative expenses (1,222) (1,098)

Operating profit before exceptional costs, amortisation of

negative goodwill and share option charges 1,524 1,028

Exceptional costs 3 – (179)

Amortisation of negative goodwill 239 181

Share option charge (88) (88)

Operating profit 2 1,675 942

Net interest receivable 4 146 76

Profit on ordinary activities before taxation 1,821 1,018

Tax on profit on ordinary activities 6 (226) (277)

Profit attributable to ordinary shareholders 1,595 741

Dividends (267) –

Retained profit transferred to reserves 20 1,328 741

Earnings per share: Pence Pence

Basic earnings per share 8 10.32 5.96

Diluted earnings per share 8 9.72 5.54

All the Group’s turnover and operating profit in the year relate to continuing activities.

There is no difference between the profit on ordinary activities before taxation and the retained profit for the year ended 31 August

2007 and their historical cost equivalents.

The Group has no recognised gains or losses other than those included in the results above and therefore no separate statement

of total recognised gains and losses has been presented.

Consolidated profit and loss accountfor the year ended 31 August 2007

74991 PRE 9/11/07 15:31 Page 20


21

Group Company

2007 2006 2007 2006Note £’000 £’000 £’000 £’000

Fixed assets

Intangible assets – Negative goodwill 10 (774) (1,013) – –

Tangible assets 11 1,762 1,802 14 17

Investments 12 250 – 4,535 4,285

1,238 789 4,549 4,302

Current assets

Stocks 13 5,942 5,564 – 25

Debtors 14 1,503 1,016 56 487

Cash at bank and in hand 5,280 3,136 4,905 1,855

12,725 9,716 4,961 2,367

Creditors – amounts falling due within one year 15 (1,484) (1,952) (784) (703)

Net current assets 11,241 7,764 4,177 1,664

Total assets less current liabilities 12,479 8,553 8,726 5,966

Provisions for liabilities and charges (839) (1,129) – –

Net assets 11,640 7,424 8,726 5,966

Capital and reserves

Called up equity share capital 18 171 150 171 150

Share premium account 19 7,848 5,069 7,848 5,069

Capital redemption reserve 19 50 50 50 50

Profit and loss account 19 3,571 2,155 657 697

Equity shareholders’ funds 20 11,640 7,424 8,726 5,966

The financial statements on pages 20 to 34 were approved by the Board of Directors on 1 November 2007 and were signed on its

behalf by:

Stuart Mollekin

Director

Balance sheetsas at 31 August 2007

74991 PRE 9/11/07 15:31 Page 21


22

2007 2006Note £’000 £’000

Net cash inflow from operating activities 21 826 630

Returns on investment and servicing of finance

Interest received 146 56

Net cash inflow from returns on investments and servicing of finance 146 56

Taxation

UK corporation tax (1,113) (19)

Capital expenditure and financial investment

Purchase of tangible fixed assets (24) (102)

Purchase of investments (250) –

Sale of tangible fixed assets 26 –

Net cash outflow from capital expenditure and financial investment (248) (102)

Acquisitions

Purchase of subsidiary undertakings – (4,285)

Net cash acquired with subsidiaries – 991

Net cash outflow from acquisitions – (3,294)

Equity dividends paid (267) –

Net cash outflow before financing (656) (2,729)

Financing

Proceeds from issue of shares (net of expenses) 2,800 5,162

Net cash inflow from financing 2,800 5,162

Increase in cash in the year 22 2,144 2,433

Consolidated cash flow statementfor the year ended 31 August 2007

74991 PRE 9/11/07 15:31 Page 22


23

The financial statements have been prepared in accordance with applicable Accounting Standards in the United Kingdom. A summary of the main accounting policies, which have been applied consistently, are set out below.

Basis of accountingThe financial statements are prepared in accordance with the historical cost convention.

Change in accounting policy In preparing the financial statements for the current year, the Group has adopted FRS 20 Share-Based Payment (IFRS 2).

The adoption of FRS 20 Share-Based Payment (IFRS 2) requires the recognition of equity-settled share-based payments at fair valueat the date of the grant and the recognition of liabilities for cash-settled share-based payments at the current fair value at eachbalance sheet date. Prior to the adoption of FRS 20, the Group did not recognise the financial effect of share-based payments untilsuch payments were settled.

In accordance with the transitional provisions of FRS 20, the Standard has been applied retrospectively to all grants of equityinstruments after 7 November 2002 that were unvested as of 1 January 2005.

For year ended 31 August 2006, the change in accounting policy has resulted in a net decrease in the profit for the year of £88,000. The related credit is reflected in the profit and loss reserve and therefore the net effect on the balance sheets at1 September 2005 is £nil.

Basis of consolidationThe consolidated profit and loss account and balance sheet incorporate the financial statements of the Company and its subsidiaryundertakings up to 31 August. The results of subsidiaries acquired are included in the consolidated profit and loss account from thedate on which control passes. Intra-group sales and profits are eliminated in full. On acquisition of a subsidiary, its assets andliabilities that exist at the date of acquisition are recorded at their fair values. All gains and losses that arise after the Group hasgained control of the subsidiary are included in the post-acquisition profit and loss account.

Negative goodwillNegative goodwill arising on acquisitions represents the excess of the fair value of identifiable net assets acquired over the fair valueof consideration paid and is amortised through the profit and loss account on a straight line basis over its useful economic life. The Directors have assessed the useful economic life of the negative goodwill at 5 years, based on the expected period over whichthe benefit of the underlying assets will be realised.

Tangible fixed assets The cost of tangible fixed assets is their purchase cost together with any incidental costs of acquisition. Depreciation is calculated soas to write off the cost of tangible fixed assets, less their estimated residual values, over the estimated economic useful lives of theassets concerned, on a straight line basis, as follows:

Freehold buildings 4% per annumFixtures, fittings and equipment 10% to 331/3% per annum

Freehold land, a numismatic reference library and works of art are not depreciated.

The Directors review the level tangible fixed assets for impairment if events or changes in circumstances indicate that the carryingvalue may not be recoverable.

StocksStocks are stated at the lower of cost (including assessments on fair valuation on acquisitions as appropriate) and net realisablevalue. Provisions are made for obsolete, slow-moving and defective items where appropriate.

Fair valuations are carried out by qualified numismatists employed by the Company rather than independent valuers, because of thecommercial sensitivity of the subject matter. Due to the sheer scale of fair valuation exercises, valuations are carried out on a samplebasis since the Directors believe that the cost of a full valuation would outweigh any benefit derived by the shareholders of theCompany. Samples include coins from each geographic region and time period to ensure suitable coverage. Valuations of eachsample of coins is then extrapolated across the population to produce a suitable fair value. High value coins are excluded from theextrapolation and recorded separately.

Accounting policies

74991 NOTES 9/11/07 14:40 Page 23

TurnoverTurnover, which excludes value added tax and trade discounts, represents the invoiced value of goods and services sold in the period.Turnover is recognised on invoice when goods are despatched or held to customer’s instructions.

LeasesCosts in respect of operating leases are charged to the profit and loss account on a straight line basis over the lease term.

Leasing arrangements which transfer to the Company substantially all the benefits and risks of ownership of any assets are treatedas if the asset had been purchased outright. The assets are included in fixed assets and the capital element of the leasingcommitment is shown as obligations under hire purchase agreements. The lease rentals are treated as consisting of capital andinterest elements. The capital element is applied to reduce the outstanding obligations and the interest element is charged againstprofit in proportion to the reducing capital element outstanding. Assets held under hire purchase agreements are depreciated overthe useful lives of equivalent owned assets.

Foreign currenciesTransactions in foreign currencies are translated into sterling at the rate of exchange prevailing at the date of the transaction.Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at thebalance sheet date, or the rate of related forward exchange contracts where appropriate. All currency gains or losses arising are takento the profit and loss account in the year in which they arise.

PensionsThe Group operates a defined contribution scheme for certain employees. The assets of the schemes are held separately from thoseof the Group. The contributions payable are charged to the profit and loss account in the year in which they arise.

The Group provides no other post-retirement benefits to its employees.

Deferred taxFull provision is made for deferred tax resulting from timing differences between profits computed for taxation purposes and profitsstated in the financial statements to the extent that there is an obligation to pay more tax in the future as a result of those timingdifferences reversing.

Deferred tax assets are recognised to the extent that they are expected to be recoverable.

InvestmentsInvestments are valued at cost less provisions for impairment.

Share-Based payments policyThe Group issues equity-settled share-based payments to certain employees (including Directors). Equity-settled share-basedpayments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity,based upon the Group’s estimate of the shares that will eventually vest.

Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based onmanagement’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms had not beenmodified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, asmeasured at the date of modification.

Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense notyet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelledtransaction, and designated as a replacement transaction on the date that it is granted, the cancelled and new transactions aretreated as if they were a modification of the original transaction, as described in the previous paragraph.

Accounting policiescontinued


24

74991 NOTES 9/11/07 14:40 Page 24

1. Segmental information – turnover2007 2006

By market: £’000 £’000

Trading in rare coins and other collectibles 10,558 7,426–––––––– ––––––––

10,558 7,426–––––––– ––––––––

By geographic destination: £’000 £’000

United Kingdom 7,542 5,444Rest of Europe 1,192 578North America 1,210 1,257Rest of the World 614 147

–––––––– ––––––––

10,558 7,426–––––––– ––––––––

Turnover consists entirely of sales made from the United Kingdom. All of the profit on ordinary activities before taxation andall of the net assets are attributable to the Group’s sole activity of trading in rare coins and other collectibles.

2. Operating profitThe operating profit is stated after charging/(crediting):

2007 2006£’000 £’000

Re-statedDepreciation of tangible fixed assets

– owned assets 44 27Amortisation of negative goodwill (239) (181)Exceptional administrative expenses (see note 3) – 179Auditors remuneration

– as auditor (Company – 2007: £7,000; 2006: £7,000) 17 17– for acquisition related services (Company – 2007: £nil; 2006: £95,000) – 95– for taxation advice (Company – 2007: £3,000; 2006: £3,000) 3 3

Operating lease costs– plant and equipment 6 6

Share option charge 88 88–––––––– ––––––––

3. Exceptional items2007 2006

£’000 £’000

AIM admission & related costs – 134Directors bonus and associated national insurance costs – 45

–––––––– ––––––––

– 179–––––––– ––––––––


Notes to the financial statementsfor the year ended 31 August 2007

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74991 NOTES 9/11/07 14:40 Page 25

4. Net interest receivable2007 2006

£’000 £’000

Bank interest receivable 146 76–––––––– ––––––––

5. Employee informationThe average monthly number of persons, including Executive Directors, employed by the Group during the year was:

2007 2006Number Number

Sales 5 4Administration and management 9 8

–––––––– ––––––––

14 12–––––––– ––––––––

Staff costs for the above persons were:2007 2006

£’000 £’000

Wages and salaries 623 562Social security costs 69 54Other pension costs 28 16

–––––––– ––––––––

720 632–––––––– ––––––––

Details of Directors’ remuneration are given in the Remuneration Report on pages 16 to 18, under the headings “Directors’Remuneration”, “Pension provision”, “Directors’ interests in share capital” and “Interests in share options”.

6. Tax on profit on ordinary activitiesCorporation tax comprises:

2007 2006£’000 £’000

Current tax:United Kingdom corporation tax at 30% (2006: 30%) 575 704Adjustments in respect of prior year – –

–––––––– ––––––––

Total current tax 575 704Deferred tax:Credited to the profit and loss account (349) (427)

–––––––– ––––––––

Tax on profit on ordinary activities 226 277–––––––– ––––––––

Notes to the financial statementscontinued


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74991 NOTES 9/11/07 14:40 Page 26

6. Tax on profit on ordinary activities continuedThe current tax assessed for the year is lower (2006: lower than the smaller companies rate) than the standard rate ofcorporation tax in the UK. The differences are explained below:

2007 2006£’000 £’000

Re-stated

Profit on ordinary activities before taxation 1,821 1,018 –––––––– ––––––––

At standard rate of corporation tax of 30% (2006: 30%) 546 305Effects of:Utilisation of non-trading losses brought forward (35) (23)Amortisation of negative goodwill not taxable (72) (54)Expenses not deductible for tax purposes 36 66Marginal relief – (22)Deferred tax on timing differences not recognised – 5Deduction arising on exercise of share options (249) –

–––––––– ––––––––

226 277–––––––– ––––––––

7. Profit for the financial yearThe Company has taken advantage of section 230 of the Companies Act 1985 and has not included its own profit and lossaccount in these financial statements. The Company’s profit for the financial year was £139,000 (2006: loss £77,000).

8. Earnings per shareThe calculation of basic earnings per share for the year ended 31 August 2007 is based on the profit attributable to ordinary shareholders of £1,595,000 (2006: £741,000) divided by the weighted average number of shares in issue of15,450,041 (2006: 12,438,769).

The adjusted earnings per share is based on the profit attributable to ordinary shareholders, after adding back exceptionalcosts, share option charges, deducting amortisation of negative goodwill and reflecting a normal ongoing corporation tax rateof 30%, as follows:

2007 2006£’000 Pence £’000 Pence

Profit attributable to ordinary shareholders 1,595 10.32 741 5.96Exceptional costs – – 179 1.44Amortisation of negative goodwill (239) (1.54) (181) (1.46)Share option charges 88 0.57 88 0.71Tax (275) (1.78) (54) (0.44)

–––––––– –––––––– –––––––– ––––––––

Adjusted earnings per share 1,169 7.57 773 6.21–––––––– –––––––– –––––––– ––––––––

Diluted adjusted earnings per share 1,169 7.13 773 5.78–––––––– –––––––– –––––––– ––––––––

At 31 August 2007, there were 1,132,615 (2006: 1,742,831) share options in issue of which 955,486 (2006: 935,486) weredilutive potential ordinary shares on average during the year.


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74991 NOTES 9/11/07 14:40 Page 27

9. Dividends2007 2006

£’000 £’000

Final dividend in respect of 2006 of 1p per share (2005: £nil) 150 –Interim dividend in respect of 2007 of 0.75p per share (2006: £nil) 117 –

–––––––– ––––––––

267 ––––––––– ––––––––

A final dividend in respect of 2007 of 1.25p per share (2006: 1p) amounting to a total of £214,000 (2006: £150,000) is proposedand which, subject to shareholder approval at the Annual General Meeting, will be paid on 9 January 2008 to all shareholderson the register on 30 November 2007.

10. Intangible fixed assetsGroup Negative Goodwill

£’000CostAt 1 September 2006 and 31 August 2007 (1,194)

––––––––

AmortisationAt 1 September 2006 181Credited to profit and loss account in the year 239

––––––––

At 31 August 2007 420––––––––

Net book amountAt 31 August 2007 (774)

––––––––

At 31 August 2006 (1,013)––––––––



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74991 NOTES 9/11/07 14:40 Page 28

11. Tangible fixed assetsGroup Land and Fixtures,

Buildings Fittings andFreehold Equipment Total

£’000 £’000 £’000CostAt 1 September 2006 1,250 582 1,832Additions – 24 24 Disposals – (20) (20)

–––––––– –––––––– ––––––––

At 31 August 2007 1,250 586 1,836–––––––– –––––––– ––––––––

DepreciationAt 1 September 2006 16 14 30Charge for the year 21 23 44

–––––––– –––––––– ––––––––

At 31 August 2007 37 37 74–––––––– –––––––– ––––––––

Net book amountAt 31 August 2007 1,213 549 1,762

–––––––– –––––––– ––––––––

At 31 August 2006 1,234 568 1,802–––––––– –––––––– ––––––––

Company Fixtures,Fittings andEquipment

£’000CostAt 1 September 2006 24Additions 3

––––––––

At 31 August 2007 27––––––––

DepreciationAt 1 September 2006 7Charge for the year 6

––––––––

At 31 August 2007 13––––––––

Net book amountAt 31 August 2007 14

––––––––

At 31 August 2006 17––––––––


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74991 NOTES 9/11/07 14:40 Page 29

12. InvestmentsGroup Listed shares

£’000CostAt 1 September 2006 –Additions 250

––––––––

At 31 August 2007 250––––––––

Net book amountAt 31 August 2007 250

––––––––

At 31 August 2006 –––––––––

Company Subsidiary Listedundertakings shares Total

£’000 £’000 £’000CostAt 1 September 2006 4,285 – 4,285Additions – 250 250

–––––––– –––––––– ––––––––

At 31 August 2007 4,285 250 4,535–––––––– –––––––– ––––––––

Net book amountAt 31 August 2007 4,285 250 4,535

–––––––– –––––––– ––––––––

At 31 August 2006 4,285 – 4,285–––––––– –––––––– ––––––––

The market value of the Listed Shares held by the Group and the Company as at 31 August 2007 was not materially differentto the cost.

Principal subsidiary undertakingsAt 31 August 2007 the Company was the beneficial owner of the entire issued share capital and controlled all the votes of thefollowing subsidiaries, all of which are registered and operate in England and Wales.

Principal activityA H Baldwin & Sons Limited Dealer and auctioneer of rare coins and other collectiblesBaldwin’s Auctions Limited DormantSaltmark Limited Dormant

13. StocksGroup Company

2007 2006 2007 2006£’000 £’000 £’000 £’000

Rare coins and other collectibles 5,942 5,564 – 25–––––––– –––––––– –––––––– ––––––––



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74991 NOTES 9/11/07 14:40 Page 30

14. DebtorsGroup Company

2007 2006 2007 2006Amounts falling due within one year: £’000 £’000 £’000 £’000

Trade debtors 1,424 906 – 9Prepayments and accrued income 78 109 56 37Amounts owed by Group undertakings – – – 441Other debtors 1 1 – –

–––––––– –––––––– –––––––– ––––––––

1,503 1,016 56 487–––––––– –––––––– –––––––– ––––––––

15. Creditors: amounts falling due within one yearGroup Company

2007 2006 2007 2006£’000 £’000 £’000 £’000

Trade creditors 386 49 18 2Amounts owed to Group undertakings – – 718 640Corporation tax 91 688 – 18Other taxation and social security 359 180 11 7Accruals and deferred income 648 1,035 37 36

–––––––– –––––––– –––––––– ––––––––

1,484 1,952 784 703–––––––– –––––––– –––––––– ––––––––

16. Financial instrumentsThe Group’s financial instruments comprise cash and various items, such as debtors and creditors that arise directly from itsoperations. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instrumentsshall be undertaken. The year end positions reflect this policy and there have been no changes in the policy or the associatedrisks since the year end.

The main financial risks arising from the Group’s financial instruments include liquidity risk and interest rate risk. The Boardreviews and agrees policies for managing each of these risks. The Group currently has no exposure to currency risk.

The Group manages the risks arising from its financial instruments as follows:

Liquidity risk: through cash flow forecasting, the Group monitors working capital requirements.

Short-term debtors and creditors: these are excluded from all of the following disclosures.

Interest rate profile of financial assetsThe interest rate profile of the Group’s financial assets was:

2007 2006Floating rate Floating rate

£’000 £’000CurrencySterling 5,280 3,136

–––––––– ––––––––

The financial assets relate to cash at bank and bear interest at a floating rate based on base rate. The Group had no fixed ratefinancial assets at 31 August 2007 or 31 August 2006.

Fair valueFair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction between informedand willing parties, other than by a forced or liquidation sale, and excludes accrued interest. The fair value of the Group’sfinancial assets as at 31 August 2007 approximate materially to the book values at that date due to the short term maturityof cash deposits.


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74991 NOTES 9/11/07 14:40 Page 31

17. Provisions for liabilities and chargesDeferred taxationGroup 2007 2006

£’000 £’000

Provision at 1 September 1,129 –Arising on acquisitions – 1,556Transferred from current taxation 59 –Credited to the profit and loss account (349) (427)

–––––––– ––––––––

Provision at 31 August 839 1,129–––––––– ––––––––

Deferred taxation comprises:2007 2006

£’000 £’000Residual balance of deferred taxation provided on fair valuation

of assets acquired on 28 November 2005 839 1,129–––––––– ––––––––

839 1,129–––––––– ––––––––

There is no provision for deferred taxation in the Company.

18. Share capital2007 2006

£’000 £’000Authorised24,248,650 (2006: 24,248,650) Ordinary shares of 1p each 243 243

–––––––– ––––––––

243 243–––––––– ––––––––

Allotted, called up and fully paid17,110,140 (2006: 14,999,924) Ordinary shares of 1p each 171 150

–––––––– ––––––––

171 150–––––––– ––––––––

On 8 December 2006, in connection with the exercise of share options, the Company allotted 491,659 ordinary shares of 1peach for a total value of £124,906.57.

On 9 January 2007, in connection with the exercise of share options, the Company allotted 77,057 ordinary shares of 1p eachfor a total value of £17,723.11.

On 3 May 2007, in connection with the exercise of share options, the Company allotted 41,500 ordinary shares of 1p each fora total value of £14,920.

On 24 August 2007, in connection with the placing of 1,500,000 ordinary 1p shares at an offer price of 185p per share, theCompany allotted such shares for a total value of £2,775,000.



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74991 NOTES 9/11/07 14:40 Page 32

18. Share capital continuedShare options and warrantsShare options granted which remain outstanding at 31 August 2007 totalled 1,132,615 (2006: 1,742,831) and entitledgrantees to subscribe for ordinary shares of 1p each as set out in the Remuneration Report on pages 16 to 18.

Unapproved optionsUnapproved options granted which remain outstanding at 31 August 2007 totalled 455,202 (2006: 1,065,418) and entitledgrantees to subscribe for ordinary shares of 1p each as set out in the Remuneration Report on pages 16 to 18.

Enterprise Management Incentive (“EMI”) scheme optionsApproved options granted which remain outstanding at 31 August 2007 totalled 677,413 (2006: 677,413) and entitledgrantees to subscribe for ordinary shares of 1p each as set out in the Remuneration Report on pages 16 to 18.

19. Share premium account and reservesGroup Company

Share Capital Profit Share Capital Profitpremium redemption and loss premium redemption and loss

account reserve account account reserve account£’000 £’000 £’000 £’000 £’000 £’000

At 1 September 2006 5,069 50 2,155 5,069 50 697Profit retained/(loss sustained)

for the year – – 1,328 – – (128) Issue of ordinary shares 2,779 – – 2,779 – –Share option charge – – 88 – – 88

–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

At 31 August 2007 7,848 50 3,571 7,848 50 657–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

20. Reconciliation of movements in equity shareholders’ fundsGroup Company

2007 2006 2007 2006£’000 £’000 £’000 £’000

Re-stated Re-stated

Profit attributable to ordinary shareholders 1,595 741 139 (77)Dividends paid (267) – (267) –Issue of shares 2,800 5,162 2,800 5,162

–––––––– –––––––– –––––––– ––––––––

Net addition to equity shareholders’ funds 4,216 5,991 2,760 5,173Equity shareholders’ funds at start of year 7,424 1,433 5,966 793

–––––––– –––––––– –––––––– ––––––––

Equity shareholders’ funds at end of year 11,640 7,424 8,726 5,966–––––––– –––––––– –––––––– ––––––––


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74991 NOTES 9/11/07 14:40 Page 33

21. Reconciliation of operating profit to net cash inflow from operating activities2007 2006

£’000 £’000Re-stated

Operating profit 1,675 942Depreciation 44 27Amortisation (239) (181)Share option charge 88 88Profit on sale of tangible fixed asset (6) –(Increase)/decrease in stock (378) 1,255Increase in debtors (487) (42)Increase/(decrease) in creditors 129 (1,459)

–––––––– ––––––––

Net cash inflow from operating activities 826 630–––––––– ––––––––

22. Commitments under operating leasesAt 31 August 2007 the Group had annual commitments under non-cancellable operating leases as set out below.

Plant and Equipment2007 2006

£’000 £’000Operating leases which expire:Between one and two years 6 6

–––––––– ––––––––

23. Reconciliation of net cash flow to movement in net funds2007 2006

£’000 £’000Increase in cash in the period 2,144 2,433

–––––––– ––––––––

Change in net debt resulting from cash flows 2,144 2,433–––––––– ––––––––

Movement in net debt in the year 2,144 2,433Net funds at start of year 3,136 703

–––––––– ––––––––

Net funds at end of year 5,280 3,136–––––––– ––––––––

24. Related party transactionsMaterial contracts entered into by, or ongoing between, members of the Group and related parties are as follows:

A number of transactions with Jasper Allen and Lingfawn Management Limited, a company of which Jasper Allen, a Non-Executive Director of the Company, is a director:

Sales of various coins, on arms length terms, to Jasper Allen or Lingfawn Management Limited amounting to £34,035(excluding VAT). As at 31 August 2007, £nil (2006: £nil) was owing to the Company.

A number of transactions with Ian Goldbart, a Director of the Company, or his children:

Sales of various coins, on arms length terms, to Ian Goldbart or his children, amounting to £23,389 (excluding VAT). As at31 August 2007, £nil (2006: £nil) was owing to the Company.

A transaction with CBG Group PLC, a company of which Stuart Mollekin, a Director of the Company, is a director:

Consultancy fees of £45,000, charged by CBG Group PLC in respect of the provision of Stuart Mollekin’s services as a Directorand also for the provision of accountancy services. As at 31 August 2007, £nil (2006: £nil) was owed by the Company.



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74991 NOTES 9/11/07 14:40 Page 34

Notice is hereby given that the eighth Annual General Meeting of Noble Investments (UK) PLC (the “Company”) will be held at CIPFA,3 Robert Street, London, WC2N 6RL at 12.00 noon on 12 December 2007 for the following purposes:

ORDINARY BUSINESS(i) To receive and adopt the Directors’ report and the audited financial statements for the year ended 31 August 2007.

(ii) To re-elect Nicholas Bonham who retires by rotation in accordance with Article 92 of the Articles of Association of theCompany.

(iii) To re-elect Ian Goldbart who retires by rotation in accordance with Article 92 of the Articles of Association of the Company.

(iv) To re-elect Seth Freeman whose appointment has not been approved in general meeting.

(v) To re-elect Elie Dunnoos whose appointment has not been approved in general meeting.

(vi) To reappoint Carter Backer Winter as auditors of the Company to hold office until the conclusion of the next Annual GeneralMeeting and to authorise the Directors to fix their remuneration.

(vii) To approve the payment of a final dividend of 1.25 pence per share for the year ended 31 August 2007.

SPECIAL BUSINESS To consider and if thought fit to pass the following resolutions as ordinary resolutions:

(viii) That the authorised share capital of the Company be and is hereby increased from £242,486.50 to £300,000 by the creation ofan additional 5,751,350 ordinary shares of 1p each.

(ix) That, subject to the passing of resolution (viii), the Directors be and are hereby generally and unconditionally authorisedpursuant to Section 80 of the Companies Act 1985 (the “Act”) to exercise all the powers of the Company to allot relevantsecurities (as defined in Section 80 (2) of the Act) and subject to such terms as the Directors may determine. The maximumaggregate nominal amount of relevant securities which may be allotted pursuant to this authority shall be £57,034. Theauthority hereby conferred shall expire on the date which is 15 months after the date on which this resolution is passed, or ifearlier, at the Annual General Meeting of the Company to be held in 2008 unless previously renewed, varied or revoked by theCompany in general meeting save that the Company may before such expiry make an offer or agreement which would ormight require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuanceof such an offer or agreement as if the authority conferred hereby had not expired. This authority shall be in substitution forand supersede and revoke any earlier such authority conferred on the Directors.

To consider and if thought fit pass the following resolutions as special resolutions:

(x) That, subject to the passing of resolutions (viii) and (ix) above, the Directors be and are hereby empowered pursuant to Section 95 (1) of the Act to allot equity securities (within the meaning of Section 94 (2) of the Act) for cash pursuant to the authority conferred by resolutions (viii) and (ix) above as if Section 89 (1) of the Act did not apply to any such allotment,save that the Directors shall be entitled to make at any time prior to the expiry of the power hereby conferred any offer or agreement which would or might require equity securities to be allotted after the expiry, provided that such power belimited to:

(a) the allotment of equity securities in connection with a rights issue, open offer or other offer in favour of ordinaryshareholders where the equity securities respectively attribute to the interests of all ordinary shareholders areproportionate (as near as may be) to the respective numbers of ordinary shares held or deemed to be held by them,subject only to such exclusions or other arrangements as the Directors consider necessary or expedient to deal withfractional entitlements, legal or practical problems arising in any overseas territory or the requirements of any regulatorybody or any other matter whatsoever; and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) above of equity securities for cash up to an aggregatenominal value of £17,110 representing 10 per cent of the total ordinary share capital in issue as at the date of this notice.

This authority shall expire on the date which is 15 months after the date on which this resolution is passed or, if earlier, at theconclusion of the Annual General Meeting to be held in 2008 save that the Company may before such expiry make such anoffer or agreement which would or might require securities to be allotted after such expiry and the Directors may allot equitysecurities in pursuance of such offer or agreement as if the power conferred hereby had not expired.


Notice of Annual General Meeting

35

74991 NOTES 9/11/07 14:40 Page 35

(xi) That the Company be and is hereby authorised pursuant to Section 166 of the Companies Act 1985 to make marketpurchases of its own ordinary 1p shares on such terms and in such manner as the Directors of the Company shall determine,provided that:

(a) the maximum number of ordinary shares hereby authorised to be acquired shall be 1,711,014 ordinary 1p shares; and

(b) the maximum price which may be paid for each ordinary share shall be an amount equal to 105% of the average of themiddle market quotations for the ordinary shares of the Company for the 5 business days prior to the date of purchase

This authority shall expire on the date which is 15 months after the date on which this resolution is passed or, if earlier, at theconclusion of the Annual General Meeting to be held in 2008 save that the Company may make a purchase of ordinary shares undersuch authority after such date if the contract of purchase for the same was entered into before such date.

By order of the Board Registered office:

11 Adelphi TerraceLondon

WC2N 6BJD A O’Leary Secretary

1 November 2007

Note1. A member of the Company entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and vote

instead of him. A proxy need not be a member of the Company. A form of proxy is enclosed and to be valid must be completedand received by the Company’s Registrars, Capita Registrars, Northern House, Woodsome Park, Fenay Bridge, Huddersfield HD8 0JQ, not less than 48 hours before the time appointed for the holding of the meeting. Members who have lodged proxyform are not thereby precluded from attending the meeting and voting in person if they so wish.

2. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy but the vote of thefirst named on the Register of Members of the Company will be accepted to the exclusion of the other joint holders.

3. Copies of the register of Directors’ interests kept in accordance with Section 325 of the Companies Act 1985 and copies of theservice contracts of the Directors are available for inspection during usual business hours on any week day (except Saturdays,Sundays and public holidays) from the date of this notice and up to and including the date of the Annual General Meeting atthe registered office of the Company.

4. The Company, pursuant to regulation 41 (1) of the Uncertificated Securities Regulations 2001, specifies that only thoseshareholders registered in the register of members of the Company at 12.00 noon on 10 December 2007 shall be entitled toattend or vote at the Annual General Meeting in respect of such number of shares registered in their name at that time.Changes to entries on the register of members after 12.00 noon on 10 December 2007 shall be disregarded in determining therights of any person to attend or vote at the Annual General Meeting.

Notice of Annual General Meetingcontinued


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74991 NOTES 9/11/07 14:40 Page 36


Shareholder notes

37

74991 NOTES 9/11/07 14:40 Page 37

Shareholder notes


74991 NOTES 9/11/07 14:40 Page 38

38

Noble Investments (UK) PLC (“the Company”)

Proxy for use at the Annual General Meeting to be held at 12.00 noon on 12 December 2007

at CIPFA, 3 Robert Street, London, WC2N 6RL

I/We (name) ................................................................................................................................................................................................................................................ of

................................................................................................................................................................................................................................................................................

...............................................................................................................................................................................................................................................................(address)

being (a) member(s) of the Company, hereby appoint the Chairman of the meeting/or ..............................................................................................

(see note 4) as my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be

held at 12.00 noon on 12 December 2007 or any adjournment thereof. I/We direct my/our proxy to vote as indicated below and, on

any other resolutions, as he or she thinks fit.

Ordinary Business FOR AGAINST

1 To receive and adopt the Directors’ report and the audited financial statements for

the year ended 31 August 2007

2 To re-elect N Bonham as a Director

3 To re-elect I G Goldbart as a Director

4 To re-elect S J Freeman as a Director

5 To re-elect E Dunnoos as a Director

6 To reappoint Carter Backer Winter as auditors

7 To approve a final dividend of 1.25 pence per share

Special Business

8 To increase the authorised share capital

9 To grant authority to allot shares in accordance with section 80 Companies Act 1985

10 To grant limited disapplication of pre-emption rights in accordance with section 89

Companies Act 1985

11 To grant authority to make market purchases of own shares under section 166

Companies Act 1985

Please indicate with an “X” in the spaces provided how you wish your votes to be cast. If no specific direction is

given the proxy will vote or abstain at his discretion. If you intend to attend the meeting, please tick this box: ■■

Signature ........................................................................................................................................................... ............................................................................. Dated

(1) In order to be effective this Form of Proxy, duly completed and signed together with any power of attorney or other authority under which it is signed or a notariallycertified copy thereof, must be deposited at the Company’s Registrars not less than 48 hours before the time fixed for holding the Meeting.

(2) If the appointer is a corporation this Form of Proxy must be under the common seal or under the hand of an officer or attorney duly authorised in that behalf.(3) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint

holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.(4) A member may appoint one or more proxies of his choice in which case he should delete the reference to the Chairman of the meeting and insert the name of the

person(s) appointed in the space provided.(5) A proxy need not be a member of Noble Investments (UK) PLC but must attend the meeting in person to represent the member.(6) Completion of this Form of Proxy will not prevent the member(s) from attending and voting at the meeting in person should they wish.(7) In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company’s register of members not later

than 12.00 noon on 12 December 2007 or, if the meeting is adjourned, members entered on the Company’s register of members not later than 48 hours before thetime fixed for the adjourned meeting shall be entitled to attend and vote thereat.


Form of proxy

74991 NOTES 9/11/07 14:40 Page 39

BUSINESS REPLY SERVICELicence No. MB 122

1SECOND FOLD

THIRD FOLD AND TUCK IN

FIR

ST

FO

LDCapita Registrars

Proxy DepartmentPO Box 2534 Beckenham RoadBECKENHAMBR3 4BR

74991 NOTES 9/11/07 14:40 Page 40

1

Noble Investments (UK) PLC

Annual Report

for the year ended 31 August

2007

Registered Office


Tel 020 7930 6879 Fax 020 7930 9450

www.nobleinvestmentsplc.com

Commercial Operations

A H Baldwin & Sons Ltd


Tel 020 7930 6879 Fax 020 7930 9450

www.baldwin.sh

Nob

le Investm

ents (U

K) PLC

An

nu

al Report

2007

74991 COV 12/11/07 18:37 Page 2

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