241
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document, or what action you should take, you should consult a person authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”) who specialises in advising on the acquisition of shares and other securities immediately. If you have sold or otherwise transferred all of your ordinary shares in InterBulk Investments plc, please send this Document, together with the accompanying Proxy Form, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Application will be made for the entire issued and to be issued ordinary share capital of InterBulk Investments plc to be admitted to trading on the AIM market of London Stock Exchange plc (“AIM”). It is expected that Admission will become effective and dealings in the issued and to be issued Ordinary Shares will commence on 11 April 2007. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority and the AIM Rules are less demanding than those of the Official List of the UK Listing Authority. A prospective investor should be aware of the risks involved in investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. It is emphasised that no application has been made or is being made for the admission of such securities to the Official List of the UK Listing Authority. Neither the UK Listing Authority nor London Stock Exchange plc have examined or approved the contents of this Document. A copy of this Document, which is drawn up as an Admission Document in accordance with the AIM Rules, has been issued in connection with the application for admission to trading of the issued and to be issued Ordinary Shares on AIM. The Placing and Admission will not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA and, accordingly, this Document does not constitute a prospectus for these purposes and has not been pre-approved by the Financial Services Authority (“FSA”) pursuant to section 85 of FSMA. Your attention is drawn to the Risk Factors set out in Part II of this Document and to the paragraph headed “Forward Looking Statements” on page 4. InterBulk Investments plc (Incorporated in England and Wales under the Companies Act 1985 with registered number 5308244) Proposals for a placing of 140,000,000 Ordinary Shares of 10 pence each at 20 pence per share Acquisition of the entire issued share capital of United Transport International Limited Notice of Extraordinary General Meeting Waiver of Rule 9 of the Code and Admission to trading on AIM NOMINATED ADVISER BROKER CITY FINANCIAL ASSOCIATES LIMITED PANMURE GORDON (BROKING) LIMITED ORDINARY SHARE CAPITAL ON ADMISSION Authorised Issued and fully paid Amount Number Amount Number £40,000,000 400,000,000 Ordinary Shares of 10p each £30,289,204.10 302,892,041 The Directors, whose names are set out on page 5, and the Company, accept responsibility for the information contained in this Document, including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information. In connection with this Document and/or the Placing, no person is authorised to give any information or make any representations other than as contained in this Document and, if given or made, such information or representations must not be relied upon as having been so authorised. The Placing Shares and Consideration Shares will, on Admission, rank pari passu in all respects with all other Ordinary Shares in issue and will rank in full for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company. Notice of an Extraordinary General Meeting to be held at 11.00 a.m. on 10 April 2007 at 1 Redwood Crescent, East Kilbride, Glasgow G74 5PA is set out at the end of this Document. To be valid, the accompanying Proxy Form for use at the Extraordinary General Meeting should be completed and deposited, in accordance with the instructions printed thereon, with the Company’s registrars, Capita Registrars, at Proxy Processing Centre, Telford Road, Bicester OX26 4LD or by hand to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and in any event so as to arrive no later than 48 hours before the time fixed for the Extraordinary General Meeting.

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Page 1: Eland Admission Document

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about thecontents of this Document, or what action you should take, you should consult a person authorised under the Financial Servicesand Markets Act 2000 (as amended) (“FSMA”) who specialises in advising on the acquisition of shares and other securitiesimmediately. If you have sold or otherwise transferred all of your ordinary shares in InterBulk Investments plc, please send thisDocument, together with the accompanying Proxy Form, at once to the purchaser or transferee, or to the stockbroker, bank orother agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Application will be made for the entire issued and to be issued ordinary share capital of InterBulk Investments plc to beadmitted to trading on the AIM market of London Stock Exchange plc (“AIM”). It is expected that Admission will becomeeffective and dealings in the issued and to be issued Ordinary Shares will commence on 11 April 2007.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attachedthan to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authorityand the AIM Rules are less demanding than those of the Official List of the UK Listing Authority. A prospective investorshould be aware of the risks involved in investing in such companies and should make the decision to invest only after carefulconsideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is requiredpursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make adeclaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for NominatedAdvisers. It is emphasised that no application has been made or is being made for the admission of such securities to theOfficial List of the UK Listing Authority. Neither the UK Listing Authority nor London Stock Exchange plc have examinedor approved the contents of this Document.

A copy of this Document, which is drawn up as an Admission Document in accordance with the AIM Rules, has been issued inconnection with the application for admission to trading of the issued and to be issued Ordinary Shares on AIM. The Placing andAdmission will not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA and, accordingly, thisDocument does not constitute a prospectus for these purposes and has not been pre-approved by the Financial Services Authority(“FSA”) pursuant to section 85 of FSMA.

Your attention is drawn to the Risk Factors set out in Part II of this Document and to the paragraph headed “ForwardLooking Statements” on page 4.

InterBulk Investments plc(Incorporated in England and Wales under the Companies Act 1985 with registered number 5308244)

Proposals for a placing of 140,000,000 Ordinary Shares of 10 pence each at 20 pence per share

Acquisition of the entire issued share capital of United Transport International Limited

Notice of Extraordinary General Meeting

Waiver of Rule 9 of the Code

and

Admission to trading on AIM

NOMINATED ADVISER BROKER

CITY FINANCIAL ASSOCIATES LIMITED PANMURE GORDON (BROKING) LIMITED

ORDINARY SHARE CAPITAL ON ADMISSION

Authorised Issued and fully paidAmount Number Amount Number

£40,000,000 400,000,000 Ordinary Shares of 10p each £30,289,204.10 302,892,041

The Directors, whose names are set out on page 5, and the Company, accept responsibility for the information contained in thisDocument, including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge andbelief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Documentis in accordance with the facts and does not omit anything likely to affect the import of such information. In connection with thisDocument and/or the Placing, no person is authorised to give any information or make any representations other than as contained inthis Document and, if given or made, such information or representations must not be relied upon as having been so authorised.

The Placing Shares and Consideration Shares will, on Admission, rank pari passu in all respects with all other Ordinary Shares inissue and will rank in full for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital ofthe Company.

Notice of an Extraordinary General Meeting to be held at 11.00 a.m. on 10 April 2007 at 1 Redwood Crescent, East Kilbride, GlasgowG74 5PA is set out at the end of this Document. To be valid, the accompanying Proxy Form for use at the Extraordinary GeneralMeeting should be completed and deposited, in accordance with the instructions printed thereon, with the Company’s registrars,Capita Registrars, at Proxy Processing Centre, Telford Road, Bicester OX26 4LD or by hand to The Registry, 34 Beckenham Road,Beckenham, Kent BR3 4TU, as soon as possible and in any event so as to arrive no later than 48 hours before the time fixed for theExtraordinary General Meeting.

Page 2: Eland Admission Document

City Financial Associates Limited, which is regulated in the United Kingdom by the FSA and is a member of London Stock Exchangeplc, is the Company’s nominated adviser for the purpose of the AIM Rules. City Financial Associates Limited’s responsibilities as thenominated adviser to the Company are owed solely to London Stock Exchange plc. City Financial Associates Limited is acting forthe Company and no one else in connection with the arrangements described in this Document and will not be responsible to anyoneother than the Company for providing the protections afforded to customers of City Financial Associates Limited or for advising anyother persons on the arrangements described in this Document. City Financial Associates Limited has not authorised the contents ofthis Document or any part of it and (without limiting the statutory rights of any person to whom this Document is issued) no liabilitywhatsoever is accepted by City Financial Associates Limited for the accuracy of any information or opinions contained in thisDocument or for the omission of any material information for which the Company and its Directors are solely responsible and nowarranty, express or implied, is made by City Financial Associates Limited as to any of the contents of this Document.

Panmure Gordon (Broking) Limited, which is regulated in the United Kingdom by the FSA, is the Company’s broker for the purposeof the AIM Rules. Panmure Gordon (Broking) Limited’s responsibilities as the broker to the Company are owed solely to LondonStock Exchange plc. Panmure Gordon (Broking) Limited is acting for the Company and no one else in connection with thearrangements described in this Document and will not be responsible to anyone other than the Company for providing the protectionsafforded to customers of Panmure Gordon (Broking) Limited or for advising any other persons on the arrangements described in thisDocument. Panmure Gordon (Broking) Limited has not authorised the contents of, or any part of, this Document and (without limitingany statutory rights of any person to whom this Document is issued) no liability whatsoever is accepted by Panmure Gordon (Broking)Limited for the accuracy of any information or opinions contained in this Document or for the omission of any material informationfor which the Company and its Directors are solely responsible and no warranty, express or implied, is made by Panmure Gordon(Broking) Limited as to any of the contents of this Document.

The distribution of this Document outside of the UK may be restricted by law. No action has been taken by the Company or CityFinancial Associates Limited or Panmure Gordon (Broking) Limited that would permit a public offer of shares in the Company orpossession of this Document where action for those purposes is required. Persons outside of the UK who come into possession of thisDocument should inform themselves about and observe any restrictions on the Placing of new Ordinary Shares and/or the distributionof this Document in their particular jurisdiction. Failure to comply with these restrictions may constitute a violation of the securitieslaws of such jurisdictions.

This Document does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy,Existing Ordinary Shares or new Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such an offer orsolicitation. In particular, this Document must not be taken, transmitted, distributed or sent, directly or indirectly, in or into the UnitedStates of America, Canada, Australia, Japan or South Africa or transmitted, distributed or sent to or by any national, resident or citizenof such countries. Accordingly, neither the Existing Ordinary Shares nor the new Ordinary Shares may, subject to certain exceptions,be offered or sold directly or indirectly in or into the United States of America, Canada, Australia, Japan or South Africa or in anyother country, territory or possession where to do so may contravene local securities laws or regulations. The Existing Ordinary Sharesand the new Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) orunder the securities legislation of any state of the United States of America, any province or territory of Canada, Australia, Japan orSouth Africa and they may not be offered or sold directly or indirectly within the United States of America or Canada, Australia, Japanor South Africa or to or for the account or benefit of any national, citizen or resident of the United States of America, Canada, Japanor South Africa or to any US person (within the definition of Regulation S made under the US Securities Act 1933 (as amended)).

Copies of this Document will be available to the public free of charge at the offices of City Financial Associates Limited, 6 LaurencePountney Hill, London EC4R 0BL during normal business hours on any weekday (excluding public holidays) from the date of thisDocument until one month from Admission.

THE WHOLE TEXT OF THIS DOCUMENT SHOULD BE READ. YOUR ATTENTION IS DRAWN, IN PARTICULAR, TOTHE SECTION HEADED “RISK FACTORS” SET OUT IN PART II OF THIS DOCUMENT.

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CONTENTS

Page

Forward-Looking Statements 4

Directors, Secretary and Advisers 5

Definitions 6

Glossary 10

Placing Statistics 13

Expected Timetable of Principal Events 13

Part I – Letter from the Chairman of InterBulk Investments plc 14

Part II – Risk Factors 37

Part III – Historical Financial Information on InterBulk Investments plc 41

Part IV – Historical Financial Information on United Transport International Limited

A – Audited financial statements for the year ended 30 September 2005 86

B – Audited financial statements for the year ended 30 September 2006 107

C – Report from Grant Thornton in respect of the IFRS financial information for the year ended 30 September 2006 132

D – IFRS financial information for the year ended 30 September 2006 133

Part V – Unaudited Pro Forma Statement of Net Assets 163

Part VI – Historical Financial Information on Atorka Group hf

A – Financial statements for the year ended 31 December 2005 166

B – Interim financial statements for the nine month period ended 30 September 2006 184

Part VII – Additional Information 198

Notice of Extraordinary General Meeting 239

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Forward Looking Statements

This Document contains forward-looking statements. These statements relate to the Enlarged Group’sfuture prospects, developments and business strategies.

Forward looking statements are identified by their use of terms and phrases such as “believe”,“could”, “envisage”, “estimate”, “intend”, “may” “plan”, “will” or the negative of those, variations orcomparable expressions, including references to assumptions. These statements are primarilycontained in Parts I and II of this Document.

The forward-looking statements in this Document are based on current expectations and are subjectto risks and uncertainties that could cause actual results to differ materially from those expressed orimplied by those statements. Certain risks to and uncertainties for the Enlarged Group are specificallydescribed in Part II of this Document headed “Risk Factors”. If one or more of these risk factors oruncertainties materialises, or if the underlying assumptions prove incorrect, the Enlarged Group’sactual results may vary materially from those expected, estimated or projected. Given these risks anduncertainties, potential investors should not place any reliance on forward-looking statements.

These forward-looking statements relate only to the position as at the date of this Document. Neitherthe Directors nor the Company undertake any obligation to update forward-looking statements orRisk Factors, other than as required by the AIM Rules or by the rules of any other securitiesregulatory authority, whether as a result of new information, future events or otherwise.

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DIRECTORS, SECRETARY AND ADVISERS

Directors William John Thomson, OBE, ChairmanJacobus Cornelis Jozef van Wissen, Chief Executive OfficerRoelof Molenaar, Chief Financial OfficerScott Thomas Cunningham, Corporate Finance DirectorJames Allan McColl, OBE, Non-executive DirectorEric van der Werff, Non-executive DirectorGraeme Bissett, Non-executive Director

all of

One London WallLondon EC2Y 5AB

Company Secretary and Scott Thomas CunninghamRegistered Office One London Wall

London EC2Y 5AB

Nominated Adviser City Financial Associates LimitedPountney Hill House6 Laurence Pountney HillLondon EC4R 0BL

Broker Panmure Gordon (Broking) LimitedMoorgate Hall155 MoorgateLondon EC2M 6XB

Auditors to the Company PricewaterhouseCoopers LLPKintyre House209 West George StreetGlasgow G2 2LW

Solicitors to the Company Dundas & Wilson CS LLP191 West George StreetGlasgow G2 2LD

Solicitors to the Placing Norton RoseKempson HouseCamomile StreetLondon EC3A 7AN

Bankers Bank of Scotland123 St Vincent StreetGlasgow G2 5EA

Registrars to the Company Capita RegistrarsThe Registry34 Beckenham RoadBeckenhamKent BR3 4TU

Solicitors to UTI Berwin Leighton PaisnerAdelaide HouseLondon BridgeLondon EC4R 9HA

Reporting Accountants and Grant Thornton UK LLPAuditors to UTI No 1 Whitehall Riverside

Whitehall RoadLeeds LS1 4BN

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DEFINITIONS

The following terms apply in this Document unless the context requires otherwise:

“Acquired Loan Stock” the £7,800,000 of Secured Loan Stock issued by UTI

“Acquisition Resolution” Resolution 1 set out in the Notice

“Acquisition” the share acquisition proposed to be effected pursuant to the UTIAcquisition Agreement

“Act” the Companies Act 1985, as amended

“Admission” the admission of the Enlarged Share Capital to trading on AIMbecoming effective in accordance with the AIM Rules

“AIM” the market of that name operated by the London Stock Exchange

“AIM Rules” the rules for AIM companies published by the London StockExchange governing admission to, and the operation of, AIM, asamended

“Articles” the Articles of Association of the Company

“Atorka” Atorka Group hf, an investment company listed on the IcelandicStock Exchange

“Audit Committee” the audit committee of the Board

the directors of the Company as at the date of this Documentwhose names appear on page 5 of this Document

“Capita Registrars” a trading division of Capita IRG Plc

“CFA” City Financial Associates Limited

“CleanCat” CleanCat Technologies Limited

“Clyde Blowers” Clyde Blowers Limited

“Clyde Materials Handling” or “CMH” Clyde Materials Handling Limited

“Code” or “Takeover Code” The Takeover Code

“Company” or “InterBulk” InterBulk Investments plc

“Consideration Shares” the 65,000,000 Ordinary Shares to be issued at Admission aspart of the consideration for the Acquisition and the acquisitionof the Acquired Loan Stock

“CREST” the relevant system (as defined in the CREST Regulations) inrespect of which CRESTCo is the Operator (as defined in theCREST Regulations)

“CRESTCo” CRESTCo Limited, the operator of CREST

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No.3755), as amended, and any applicable rules made under theseRegulations

“Disclosure and Transparency Rules” the Disclosure and Transparency Rules forming part of the FSAHandbook

“Board” or “Directors”

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“Earn Out Shares” the Ordinary Shares to be issued as part of the consideration forInBulk in 2006 as further described in paragraph 12.3.3 of PartVII of this Document

“Enlarged Group” the Company and its subsidiaries and subsidiary undertakingsfollowing the completion of the Acquisition

“Enlarged Share Capital” the Ordinary Shares in issue upon Admission, comprising theExisting Ordinary Shares, the Consideration Shares and thePlacing Shares

“Existing Ordinary Share Capital” the number of Ordinary Shares in issue at the date of thisDocument, being the Existing Ordinary Shares

“Existing Ordinary Shares” the 97,892,041 Ordinary Shares in issue as at the date of thisDocument

“Existing Warrants” the existing warrants to subscribe for Ordinary Shares, details ofwhich are set out in paragraph 7.1 of Part VII of this Document

the extraordinary general meeting of the Company to be held at1 Redwood Crescent, East Kilbride, Glasgow G74 5PA on10 April 2007 at 11.00 a.m., notice of which is set out at the endof this Document

“Facility Agreements” the facility agreements dated 16 March 2007 between theCompany and Bank of Scotland pursuant to which Bank ofScotland agrees to lend the Company in aggregate £90.5 million,further details of which are set out in paragraph 12.4.1 of PartVII of this Document

“FSA” the Financial Services Authority

“FSMA” the Financial Services and Markets Act 2000, as amended

“Further Enlarged Share Capital” the Enlarged Share Capital together with the maximum numberof Earn Out Shares and the number of Ordinary Shares to beissued pursuant to exercise of the Options (as set out inparagraph 2.12.1 of Part VII of this Document), the ExistingWarrants and the Proposed Warrants

“Group” the Company and its subsidiaries prior to completion of theAcquisition as the context requires or permits

“IFRS” International Financial Reporting Standards as adopted in theEuropean Union

“InBulk” InBulk Technologies Limited

“Independent Shareholders” Shareholders other than Atorka

“ISK” Icelandic Króna, being the currency of Iceland. The exchangerate as at 12 March 2007 (being the latest practicable date priorto publication of this Document) was £1:ISK131

“London Stock Exchange” London Stock Exchange plc

“Notice” the notice of the EGM set out at the end of this Document

“Options” the options under the Unapproved Option Scheme

“Extraordinary General Meeting” or“EGM”

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“Orderly Market Agreement” the orderly market agreement dated 16 March 2007 among CFA(1), Panmure Gordon (2), Close Securities Limited (3), VictorWilliam Martin (4), John Neilson Adam Marshall (5),Guilderstone Limited (6), Caledonia Investments plc (7) andJohn Neilson Adam Marshall and Oliver David John Marshall(as trustees of the JNA Marshall Trust) further details of whichare set out in paragraph 12 of Part I of this Document

“Ordinary Shares” ordinary shares of 10 pence each in the capital of the Companywith ISIN GB00B058TH36

“Panel” or “Takeover Panel” the Takeover Panel

“Panmure Gordon” Panmure Gordon (Broking) Limited

“Placees” those persons subscribing for the Placing Shares in the Placingat the Placing Price

“Placing” the conditional placing of the Placing Shares by PanmureGordon as agent for the Company as described in thisDocument, pursuant to the Underwriting Agreement

“Placing Price” 20p per Placing Share

“Placing Shares” 140,000,000 Ordinary Shares to be issued pursuant to thePlacing

“Proposals” the Acquisition, Placing, Admission and Waiver, all as furtherdescribed in this Document

“Proposed Warrants” the proposed warrants to subscribe for Ordinary Shares, whichproposed warrants are proposed to be issued as described inparagraph 11 of Part I of this Document, details of which are setout in paragraph 7.2 of Part VII of this Document

“Proxy Form” the form of proxy sent to Shareholders with this Document foruse in connection with the Extraordinary General Meeting

“Remuneration Committee” the remuneration committee of the Board

“Resolutions” the resolutions set out in the Notice

“Secured Loan Stock” £28,400,000 of outstanding Guaranteed Secured Loan Stockissued by UTI in 2000 as constituted by deed dated 9 June 2000

“Shareholders” holders of Ordinary Shares

“UBC” UBC Limited, being the primary trading company and Dry Bulkcontainer business of UTI

“UK” the United Kingdom of Great Britain and Northern Ireland

“UK GAAP” Generally accepted accounting principles in the United Kingdom

“UK Listing Authority” the FSA acting in its capacity as the competent authority for thepurposes of Part VI of FSMA

“Unapproved Option Scheme” the unapproved share option scheme of the Company, details ofwhich are set out in paragraph 8 of Part VII of this Document

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“Underwriting Agreement” the conditional agreement dated 16 March 2007, among theCompany (1), the Directors (2), Panmure Gordon (3) and CFA(4) relating to the Placing, further details of which are set out inparagraph 12.1.1 of Part VII of this Document

“US” or “USA” the United States of America, its territories and possessions, anyState of the United States of America and the District ofColumbia and any area subject to its jurisdiction

“utb” United Transport Bulk, a division of UTT

“UTI” United Transport International Limited

“UTI Acquisition Agreement” the agreement dated 16 March 2007 among the Company (1)and the shareholders of UTI (2) under which the Company hasconditionally agreed to acquire (a) the entire issued share capitalof UTI and (b) the Acquired Loan Stock, further details of whichare set out in paragraph 12.3.1 of Part VII of this Document

“UTI Group” UTI and its subsidiaries and subsidiary undertakings

“UTT” United Transport Tankcontainers Holdings B.V. and, where thecontext permits, any or all members of the UTT Group

“UTT BV” United Transport Tankcontainers B.V.

“UTT Group” UTT and/or all or any of its subsidiaries as the context requiresor permits

“UTT Inc” United Transport Tankcontainers Inc

“UTT Ltd” United Transport Tankcontainers Limited

“Waiver” the waiver by the Panel of the obligations of Atorka under Rule 9of the Code, as approved by the Independent Shareholders andas described in this Document

“Warrantholder” a holder of Existing Warrants

“Yardbrace” Yardbrace Limited

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GLOSSARY

The following terms apply in this Document unless the context requires otherwise:

“Bag-in-Box” a method used for the transportation and storage of certain DryBulk materials. Standard 20ft and 40ft ISO Dry Bulk Containersand 30ft special Dry Bulk Containers are fitted with a plasticliner before materials are loaded. Discharge of materials iseffected by tipping the Container to an angle that makes thematerial flow under gravity in combination with a pneumaticconveying system

“CDI-mpc” the Chemical Distribution Institute (CDI) is an independent,non-profit making organisation funded by the chemical industryto provide risk assessment systems for the shipping and storageof Liquid Bulk chemicals. In full cooperation with thedistribution industry, CDI has expanded activity and developedthe Marine Packed Cargo (CDI-mpc) scheme. CDI-mpcprovides audit data for each category of logistic service providerinvolved in the distribution supply chain for packaged chemicals

“Container” a metal box structure of standard design, used to carry Dry Bulkin units. Containers can be 20, 30 or 40 feet in length. Thestandard measure of a container is a TEU (20 foot equivalentunit). Container ships are specially designed to carry Containersin slots or cells. Containers are stacked at all four corners byvertical posts. Some shipping lines now charter container slotson vessels operated by different companies

“Deep Sea” all Tankcontainer moves by sea except Short Sea moves

“Dense Phase Pneumatic Conveying” a method of pneumatic conveying which is best suited fortransporting difficult or abrasive materials. The material ispushed along a pipe in the form of a “plug” at a relatively lowvelocity

“Dry Bulk” dry materials capable of transportation, such as chemicals,minerals and food products

“Flexi-Liners” a method used for transportation and storage of certain dry bulkmaterials. Standard 20ft and 40ft ISO dry box Containers and30ft special dry bulk Containers are fitted with a plastic linerbefore materials are loaded. Discharge of materials is affectedby tipping the Container to an angle that makes the material flowunder gravity in combination with a pneumatic conveyingsystem

“Flexi-Tank” a method used for the transportation and storage of certain liquidbulk materials. Standard Containers are fitted with a plastic linerbefore materials are loaded. Discharge of materials is effectedby the material flow under gravity

“In-House Fleet” owned, leased or hired tankcontainers as set out in paragraph 4.1of Part I of this Document

“Intermodal” refers to the movement of goods (in the same loading unit) bysuccessive modes of transport without the handling of the goodsthemselves

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“ISO” International Standards Organisation, an internationalorganisation which works with the United Nations to maintainstandards for all applications of technology for global industry

“ISO-Silo” a range of fully portable silos, designed by InBulk andunderpinned by Dense Phase Pneumatic Conveying technology,that can be easily and quickly erected to provide short termstorage for Dry Bulk materials

“ISO-Veyor” similar to a Tankcontainer except that it is used for thetransportation of Dry Bulk powders and granules. The ISO-Veyor is designed to include devices that allow the discharge ofthe Dry Bulk materials using Dense Phase Pneumatic Conveyingtechniques without the need for tipping (except for the V-TypeISO-Veyor)

“Liquid Bulk” liquid materials capable of transportation in Tankcontainers,such as liquid chemicals and food products

“Managed Fleet” managed Tankcontainers as set out in paragraph 4.1 of Part I ofthis Document

“QHSSE” Quality, Health, Safety, Security and Environment

“SDU” Self Discharging Unit

“Short Sea” all Tankcontainer moves intra-Europe whether by sea or land

“Tankcontainer” normally a stainless steel vessel contained within a standardcarbon steel frame used for the transportation of Liquid Bulk

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UTT Tankcontainer

InBulk’s H-Type ISO-Veyor

UBC 30ft Container in discharge

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PLACING STATISTICS

Placing Price (pence) 20

Number of Existing Ordinary Shares 97,892,041

Number of Placing Shares 140,000,000

Number of Consideration Shares 65,000,000

Number of Ordinary Shares in issue immediately following Admission* 302,892,041

Percentage of Enlarged Share Capital being placed 46.22 per cent.

Further Enlarged Share Capital 336,374,576

Estimated gross proceeds of the Placing £28m

Market capitalisation following the Placing at the Placing Price £60.58m

* assuming that the Placing is subscribed in full, that the Consideration Shares are issued in full, that noExisting Warrants, Proposed Warrants or Options are exercised and no Earn Out Shares are issued.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Proxy Forms 11.00 a.m. on 8 April 2007

Extraordinary General Meeting 11.00 a.m. on 10 April 2007

Completion of the Acquisition and Admission and commencementof dealings in the Enlarged Share Capital 8.00 a.m. on 11 April 2007

CREST accounts credited for Placing Shares in uncertificated form 11 April 2007

Despatch of definitive certificates for the Placing Shares in certificated form 18 April 2007

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PART I

LETTER FROM THE CHAIRMAN OF INTERBULK

InterBulk Investments plc(Incorporated in England and Wales under the Companies Act 1985 with registered number 5308244)

Directors Registered Office

William John Thomson, OBE, Chairman One London WallJacobus Cornelis Jozef van Wissen, Chief Executive Officer London EC2Y 5ABRoelof Molenaar, Chief Financial OfficerScott Thomas Cunningham, Corporate Finance DirectorJames Allan McColl, OBE, Non-executive DirectorEric van der Werff, Non-executive DirectorGraeme Bissett, Non-executive Director

16 March 2007To Shareholders and, for information only, to Warrantholders

Dear Shareholder

Proposals for a placing of 140,000,000 Ordinary Shares at 20 pence per share

Acquisition of the entire issued share capital of UTI Limited

Waiver of Rule 9 of the Code

Notice of Extraordinary General Meeting

and

Admission to trading on AIM

1. INTRODUCTION

The Company announced today that it had entered into the Acquisition Agreement, pursuant to which it hasconditionally agreed to acquire the entire issued share capital of UTI for a total consideration of £79,500,000on a debt and cash free basis (excluding asset finance liabilities of circa £12 million) plus 10,000,000warrants in the Company exercisable at 25 pence exercisable for five years from the date of Admission.Further details of this agreement are contained in paragraph 11 of this Part I and paragraph 12.3.1 of Part VIIof this Document.

UTI provides Dry Bulk door to door logistics services mainly for the Chemical and Food industries withinEurope, and is Europe’s leading provider of Bag-in-Box Dry Bulk transportation by fleet size.(1)

The Company has also announced today that it is seeking to raise £28 million by means of a Placing of140,000,000 Ordinary Shares at a price of 20 pence per share. Further details of the Placing are set out inparagraph 10 of Part I of this Document.

The Acquisition constitutes a “reverse takeover” of InterBulk under the AIM Rules. The AIM Rules requirethat the Acquisition is subject to the prior approval of Shareholders, which is to be sought at theExtraordinary General Meeting, and the publication of a new admission document, which this Documentcomprises.

In connection with the Placing, Atorka (an existing shareholder in the Company) has agreed to subscribe for99,987,500 Ordinary Shares at the Placing Price. When taken together with the 23,550,000 Ordinary Sharesheld by Atorka at the date of this Document, Atorka will hold 123,537,500 Ordinary Shares on Admission,representing approximately 40.79 per cent. of the Enlarged Share Capital (assuming no Existing Warrants orProposed Warrants or Options are exercised and no Earn Out Shares are issued). In view of the size of thepotential shareholding of Atorka in the Company following the implementation of the Proposals, oncompletion of the Proposals, Atorka would be required (pursuant to Rule 9 of the Code) to make an offer for

Part I

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(1) Source: UTI executive directors, Hazardous Cargo Bulletin April 2006 and competitors’ websites

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the balance of the shares not already held by Atorka unless a waiver from this requirement is obtained fromthe Takeover Panel and that waiver is approved by the Independent Shareholders at an extraordinary generalmeeting. A resolution to approve such a waiver is included in the Notice. Further information is containedin paragraphs 14 and 15 of this Part I.

The Proposals are conditional upon the passing of the Resolutions by Shareholders at the EGM.

The purpose of this Document is to explain the background to and reasons for the Proposals, and why theDirectors believe that the Proposals are in the best interests of the Company and its Shareholders as a wholeand unanimously recommend that you vote in favour of the Resolutions.

If the Resolutions are duly passed at the EGM, InterBulk’s existing share quotation on AIM will be cancelledand it will apply for the Enlarged Share Capital to be re-admitted to AIM. If the Resolutions are approvedby Shareholders, it is expected that dealings in the Enlarged Share Capital will commence on 11 April 2007.The unanimous recommendation of the Board is set out at the end of Part I of this Document.

You should read this entire Document and your attention is drawn to Parts II to VII of this Document, whichcontain important information in relation to the Proposals. The attention of Shareholders is also drawn to thesection entitled “Forward Looking Statements” on page 4 and to the risk factors set out in Part II of thisDocument.

2. REASONS FOR THE PROPOSALS

InterBulk is a leading provider of Intermodal logistics solutions for the movement of Liquid and Dry Bulkcommodities. InterBulk was incorporated in December 2004 and was admitted to trading on AIM on 31December 2004. It acquired, by means of a reverse takeover, the entire issued share capital of UTT andInBulk in February 2006, simultaneous with an equity issue to raise £14.5 million. During 2006, InterBulkalso established a new trading subsidiary CleanCat Technologies and started operations in a new division,utb. InterBulk principally consists of:

– UTT – leading Tankcontainer operating company (third largest in the world by fleet size).(1)

– InBulk – company with innovative new technology for movement of Dry Bulk materials.

– utb – new division for movement of Liquid and Dry Bulk in containers with Flexi-Liners and Flexi-Tanks.

– CleanCat – niche service business providing catalyst handling solutions for oil refineries.

InterBulk’s vision is to grow the InterBulk Group through organic growth and acquisition. The aim is to haveone integrated group operating using four forms of Intermodal container technology ISO-Tanks, ISO-Veyors,Flexi-Tanks and Flexi-Liners as shown on the diagram below:

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It is the view of InterBulk that the same external drivers impact on the use of each of these four technologiesand that these four technologies also share many common internal operational factors. The external drivers are:

– Globalisation, as each of these specific areas play a similar part in facilitating the trend of increasingglobalisation;

– Containerisation, which is a form of intermodal freight transportation, using standard ISO containers(also known as isotainers) that can be loaded and sealed, and then transported. Containerisation is analternative method to traditional forms of packaging such as bags, pallets, road and rail tankers, parceltankers and drums, and enables freight to be transported more securely and cheaply in largerquantities. World Container traffic has been growing rapidly over the past twenty years;

– Intermodal transport, which involves more than one mode of transport, including ships, rail, trucksand planes, without any handling of the freight itself when changing modes. The advantage of thismethod is that it reduces cargo handling, and so improves security, reduces damages and loss, andallows freight to be transported faster;

– Environmental forces, such as the need to reduce emission levels and congestion;

– Legislative changes, as all of the above specific areas are heavily regulated in a similar fashion to eachother; and

– Economic forces such as the need to manage fuel, labour and shipping prices, and the reduced cost ofpackaging.

The following common internal operational factors affect each of these four forms of Intermodal technology.Addressing these should offer synergistic savings and the opportunity to build a substantial group with a fullservice offering in these areas:

– customers

– procurement

– global support network

– infrastructure, IT and communications

– knowledge, experience and know-how

UTI fits exactly into the above strategy and is the largest company (by fleet size) in the European chemicalpolymer (Bag-in-Box) Container market(1), with, it is believed, approximately a 50 per cent. market share.InterBulk intends to develop the underlying Dry Bulk business currently undertaken by UTI through acombination of acquisitions and organic growth especially outside Europe where UTI currently has limitedpenetration. The existing world-wide network of InterBulk will support this growth opportunity. TheDirectors believe that the Enlarged Group will have strong cash generation.

As described in paragraph 3.12 of this Part I, two of InterBulk’s current directors, Koert van Wissen and RoelMolenaar, as well as several other managers and staff of InterBulk, have historic in-depth knowledge ofcertain of the UTI businesses given their previous involvement in these businesses.

3. UTI

3.1 Overview

UTI largely comprises the core UBC business, which provides Dry Bulk door to door logistics servicesmainly for the chemical (plastic polymers) and food (principally sugar and starches) industries withinEurope. UTI’s fleet comprises approximately 13,500 (mostly 30 ft) Containers and approximately 360specialist trailers, some of which are leased or HP funded. UBC operates the Containers and trailers forits own benefit. It subcontracts all remaining services such as shipping, haulage and maintenance. UBCutilises Bag-in-Box methodology (which is the same as InterBulk’s Flexi-Liner technology) whichmeans that specialist plastic liners (some of which are made by a group company of UTI) are insertedinto the Containers. The Container, with a liner fitted, is then filled with Dry Bulk product. Dischargeon most occasions requires the Container to be tipped and the material then blown into a silo via a

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(1) Source: UTI executive directors, Hazardous Cargo Bulletin April 2006 and competitors’ websites)

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specialist discharge trailer designed by UBC. The liner is then discarded. The specialist nature of tippingtrailers among outside contractors has led UTI to own a fleet of these trailers.

UTI also comprises a number of related businesses:

– UBC obtains a significant amount of revenue from customers using Containers for storage asthe Containers provide flexibility for the customer’s supply chain and stock holding. UBCtakes no ownership of any stock or product at any stage of the process;

– UBC also manages a number of customer terminals certain of which are long termrelationships. To varying degrees UBC will put Container handling and material dischargeequipment and its own employees into these sites. At the moment UBC has six such sitesoperating in Europe;

– WorldBulk provides services within Europe and beyond using third party 20ft and 40ft Containersin both cases using Bag-in-Box and SDU technology; and

– Linertech Limited, a subsidiary of UBC, manufactures and provides specialist plastic Bag-in-Box liners (which protect the cargo and prevent contamination within the Containers), both toUBC and to third party customers. Most of the liner manufacture is subcontracted to thirdparties in India although Linertech has its own facility near Leeds which develops the productand handles short term and specialist requirements. The quality and secure source of the linersis an important part of the UBC service. Global sales of Container liners in the market aregrowing at 10 per cent. per year(1).

UTI is based in Hull with a number of other offices in the UK and Europe, although several of theseare either being closed or downsized as part of an ongoing re-organisation to centralise customerservices and operations in Hull and reduce overheads. The UTI Group, however, retains a presence inits key locations which are set out in paragraph 3.11 below.

Approximately half of UBC’s revenue and profits are derived from movements to, from and withinthe British Isles. UBC has ventured outside Europe (via WorldBulk) but with limited success. Thisrepresents a significant opportunity for growth for the Enlarged Group.

The UTI structure can be summarised as follows:

Polymers and other Linertechchemicals Food Storage Terminals WorldBulk Limited

Note: revenue numbers from financial year to 30 September 2006

Revenue of£3.3m

Revenue of£1.7m

Revenue of£4.3m

Revenue of£8.6m

Revenue of£16.1m

Revenue of£94.5m

Supplier ofliners for 30 foot, 20 or40 foot ISO-Containers.Approximately40% ofrevenue issales toexternalcustomers

Transportationof non-hazardous DryBulk foods orchemicals in20 or 40 footlinedContainersincluding topoints outsideEurope

The operationof terminalson behalf ofcustomers,providingContainerstorage andmanagementof logisticsprocess

Customerswill utiliseContainers toprovideintermediatestorage beforethe finaldelivery ismade

Intermodaltransportationof Dry Bulkfood in 30 foot Bag-in-BoxContainers inEurope

Intermodaltransportationof non-hazardous Dry Bulkchemicals in30 foot Bag-in-BoxContainers inEurope

UBC

UTI

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3.2 Summary financials

In the year ended 30 September 2006, the UTI Group’s turnover was £128 million (year to 30September 2005: £136 million), earnings before exceptionals and goodwill amortisation, interest andtax were £8.2 million (year to 30 September 2005: £9.4 million). Net liabilities on the balance sheetat 30 September 2006 were £22.3 million (30 September 2005: £14.2 million). However, the majorityof the capital invested in UTI by Close Brothers Private Equity in 2000 was provided in the form ofthe Secured Loan Stock, of which £28.4 million remained outstanding as at 30 September 2006.£22.4 million of this will be repaid following completion of the Acquisition with the balance of £6million being acquired by the Company in exchange for the issue of certain ordinary shares to thatvalue. Further details are set out in paragraph 11 of this Part I. This is a common form of financing inprivate equity transactions. Treating all shareholders’ interests as equity results in a net asset value of£6.1 million at 30 September 2006 (30 September 2005, £14.2 million). Please refer to paragraph 6of this Part I of this Document on Current Trading and Prospects for the Enlarged Group for furtherdetails.

The results for 2006 partially reflect a series of cost-cutting measures which included closure of anumber of regional offices and movement of their activities to the head office in Hull. The full yeareffect of these measures is expected to be approximately £1.5 million in the year ending 30 September2007. The underperforming Flexi-Tank business which manufactured and provided specialist linersfor liquid products was closed in 2006. In 2006 a number of UTI’s customers put their contracts outfor re-tender, including certain of UTI’s more important customers. Whilst UTI was successful inmaintaining its position with most of these customers it did fail to win work in certain jurisdictions,including work from one of its more important customers, losing out to competitors on price. Some ofthis business has subsequently returned.

Some customers also reduced their inventory levels due to higher raw materials prices resulting inlower levels of required storage which had a consequential adverse impact on UTI’s gross margin.

There were also a significant number of readjustments and reclassifications of one-offs previouslycharged and a number of asset write-downs and provisions.

3.3 Critical success factors

The Directors believe that factors critical to UTI’s success are:

3.3.1 Customer relationships – paragraph 3.7 below contains an overview of UTI’s customers.

3.3.2 Pricing – pricing is generally agreed through customer framework agreements. The customerframework agreements generally establish a pricing and conditions matrix from whichcustomers will order individual moves to be undertaken. Rising fuel costs and certain othertransportation costs can mostly be passed on to customers as the same factors affectcompetitors.

3.3.3 Balancing of Fleet – this is a critical dynamic of UTI’s business and the traffic flows arecontinually changing. Repositioning of Containers, when empty, from one region to another, isexpensive. As a result, the challenge is to ensure that the Fleet is well balanced around Europehaving regard to anticipated demand in the various regions. In the financial year ended 30September 2006, UTI spent approximately £8.8 million on repositioning of empty Containers.

3.3.4 Utilisation of Fleet – as the Containers and trailers are UTI’s main assets, it is critical thatutilisation is maximised. Utilisation rates are measured regularly.

3.3.5 Maintenance and refurbishment of Fleet – Containers require on-going repair andmaintenance. In addition, a half-life refurbishment is carried out to extend the life of theContainer to somewhere between 15 to 20 years. Managing this activity requires balancing theneeds of the customers with the cash requirements of the business. There is currently a backlogin the half-life refurbishment of the Containers and the trailer fleet; consequently,refurbishment may need to be undertaken on a more accelerated basis than would otherwise bethe case.

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3.3.6 Cost control of service providers and overheads – as UTI has an outsourcing strategy (similarto that of InterBulk), the cost control and performance levels of service providers are importantfactors in its business operations. In servicing its customers, UTI must balance the need to havea European network with the control of its fixed overheads.

3.3.7 Cash management – because it is a business reliant on outsourcing, management can befocused on ensuring the efficient collection of debtors and ensuring appropriate payment termsare negotiated with service providers.

These critical success factors are similar to those which apply to UTT, currently InterBulk’s largestsubsidiary. This overlap further demonstrates the similarities between the two businesses.

3.4 Management

Top level management in UTI comprises:

Tim Carlisle, Managing Director

Tim has been with the business in one form or another since 1985.

Tim spent his formative years in logistics, joining P&O Ferrymasters as a management trainee in1976. By 1983, Tim was running part of the Central European Sales for P&O Ferrymasters based inLondon. Tim then spent two years with Bell Lines in London as a Regional Manager before joiningUnited Transport, a BET Plc subsidiary, in 1985. Tim was asked to undertake various developmentroles in United Transport, including general cargo containers, ISO flats and bulk Container operations.

In 1992 Tim was given responsibility for IFF, the pioneer of moving bulk in 30 ft Bag-in-BoxContainers in Europe. Tim left IFF in 1995 to join the board of IBC, IFF’s European rival, asCommercial Director. In 2000, Rentokil’s Dry Bulk business, IFF, was merged with IBC to createUBC, a market leader in European bulk logistics. In 2002 Close Brothers, the majority shareholder ofUTI, appointed Tim as Managing Director of UBC and a main board director of UTI.

Alan Wilson, Finance Director

Alan joined UBC in 2004 as Finance Director and a main board director of UTI.

Alan qualified as a chartered accountant in 1982 and became a manager in 1985. From 1988 to 1996Alan worked for Plumrose/VJS Foods initially as Financial Director and Company Secretary, andlatterly in the final two years as Managing Director of the UK Group.

Alan left VJS Foods in 1996 to join Clugston Group Limited, a diverse group including construction,distribution, plant hire and property development, as Group Finance Director and Company Secretary,where he remained until 2002. From 2002 to 2004 Alan was Finance Director of Wilton Food Group,a food service group, progressing to Managing Director of Swithenbank Foods (a subsidiary of 3663Limited) in 2003.

3.5 Fleet

At 30 September 2006, the fleet comprised approximately 13,500 (mostly 30 ft) Containers, 293SDUs and 65 other trailers. This compares to the position of nine years ago, when the fleet comprisedapproximately 5,600 Containers at 30 September 1997. The approximate average age of the containerfleet and the trailer fleet at 30 September 2006 is eight years. 85 per cent. of the Container fleet wasacquired before 2002 which means that the half-life refurbishment is close to a peak requirement. TheGroup also owns a small number of other units including 20 foot boxes and Tankcontainers.

Of the Container fleet, approximately 7,690 are owned and unencumbered by specific asset funding,approximately 3,880 are financed under hire purchase agreements with Barclays, HBoS and Lombardand approximately 1,970 are financed under operating leases with Lombard. Other items held underHP agreements include 86 trailers.

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The standard Containers for European Bag-in-Box polymer movements are 30 foot in length but arenot widely available for hire on a spot basis. The standard shipping line Containers are 20 foot or 40foot which can be hired on a spot basis. As a result, UBC is required to invest in their own Containerfleet. The size of the UBC Container fleet gives them, through increased scale and presence, asignificant competitive advantage for European business. A main reason for UTI winning business isthat they are able to handle major flows within Europe that cannot be handled by competition.

3.6 UTI Strategy

UTI’s strategy addresses three key areas: – core business, development activities and operationalefficiencies:

3.6.1 Core Business

UTI undertakes, to varying degrees, business for all of the key European polymer producers.UTI aims to increase its share of each of the polymer producers’ bulk logistics business.

Food business currently represents a small proportion of UTI’s business. UTI aims to increasethe contribution from this area by marketing its services to major food producers and foodcommodity markets.

UTI currently operate 6 logistics terminals within certain customers’ sites. UTI’s objective isto install one logistics terminal per annum at strategic customer plant locations.

3.6.2 Development areas

UTI aims to “roll out” its European model of moving and storing Dry Bulk products inContainers outside Europe. Key target areas are the Middle East and Far East. Inter continentalmovements are likely to be in 20 or 40 ft Containers as appropriate.

Linertech Limited, a subsidiary of UTI, supplies the Bag-in-Box liners for Containers. Itintends to increase its liner sales to the growing bulk market for 20 foot and 40 foot Containersin the Deep Sea market.

3.6.3 Operational Efficiencies

UTI aims to reduce regional imbalances of Container movements by targeted selling in relevantmarkets. UTI also plans to develop new business for existing routes where lower costs havebeen achieved through improved procurement.

3.7 Customers

UTI’s top customers are in the chemical industry and include Advansa, Basell, Borealis, Dow,Eastman, ExxonMobil, Ineos, Invista, Sabic and Total.

In the year to 30 September 2006, UTI’s top 10 customers provided 63 per cent. of the UTI Group’srevenue. Customers generally do not guarantee minimum levels of business so there is little securedincome in the business. Prices are typically set for 12 months. Terms of trade are set out in frameworkagreements.

The products transported are mostly commodities for the production of plastics. Customers chooselogistic services based on the following key factors: health and safety, good service levels, pricing,communication and strength of key people.

Part of the business is usually subject to competitive tender, on a one, two or three year rolling basisalthough UTI has secured some continuation of contracts historically without the need to re-tender.Customers of UTI typically use a mix of different modes of transportation to fulfil their needs, so areobtaining services not only from UTI and its direct competitors but from companies operating in othersectors of the transportation market, some being pressurised containers, packed product or silo trucks.

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3.8 Market background

3.8.1 Polymer Market

Polymers are a key component in the manufacture of plastics and packaging is the mostimportant sector for plastics, accounting for nearly 50 per cent. of consumption. Afterpackaging, the building industry is the next major consumer of plastics products.

The polymer chain starts with oil and gas production. Oil and gas mixture is separated intodifferent products in the refinery by distillation. These products then go through a ‘cracking’process in which hydrocarbon molecules (naphtha, ethane and liquefied petroleum gases) aremodified at high temperatures into new molecules with other properties. These include thegases ethylene and propylene (olefins), which are feedstocks for polymerisation into polymers.

Ethylene and propylene then form long molecular chains, called polymers, in a reactionprocess, in a polymerisation plant. Polymers are designed for specific applications and aredelivered to customers in the plastics converting industry, usually as 2-3mm particles. Theseare pellets or granules, packed in bags or in bulk. Plastic converters melt polymers, and processthem into the plastic products used every day: packages, bags, films, ropes, fibres, pipes, wireand cables, and moulded parts for cars, appliances, furniture, toys and housewares. Commonlyused polymers include polyethylene, polypropylene, polyvinyl chloride (PVC), polyethyleneterephthalate, polystyrene and polycarbonate, which together make up, the Directors believe,nearly 98 per cent. of all polymers and plastics encountered in daily life.

There has been a significant increase in the volume of polymer moved by bulk distributionmethods in recent years. Currently, for the major polymers, a large proportion of deliveries arecarried out by bulk methods. The Bag-in-Box transportation solution for Dry Bulk in Europeis still smaller in terms of overall market share than other, more traditional methods oftransportation (including silo trucks), and the Directors believe that the possibility of furthersubstitution towards Bag-in-Box is a potential growth factor for UTI.

The import of polymers from the Middle East has made a significant impact on the Europeanresin industry over the last 20 years, however, the pace of these developments is increasing. Inorder to develop stronger links with the Middle Eastern polymer plants it is necessary to offerlogistics solutions, not just the movement of product.

3.8.2 Other Markets

Within the food sector, UTI is focussed principally on sugar and starch. The reform of the EUsugar regime will lead some European countries to cease sugar production. This has alreadystarted to occur with the decision in Ireland to no longer plant sugar beet. This has created anexcellent opportunity for UTI in Ireland, Italy and Spain, as sugar is suitable to be transportedto these countries in Bag-in-Box Containers. UTI is currently assessing the technicalrequirements of other possible markets for Bag-in-Box to see what would be needed topenetrate these markets. These other markets include food products such as starch, cereals, riceand maize which are moved in Dry Bulk form. These products are compatible with UTI’s bulkhandling systems today.

3.9 Competitors

UTI is Europe’s leading provider of Bag-in-Box Dry Bulk transportation for the chemical polymersector by fleet size. Within its market, Bertschi is the nearest competitor by fleet size, which theDirectors believe is now approximately 5,500 Dry Bulk Containers after it bought “Nordic Bulkers”in 2005.

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The Directors believe that the fleet sizes of UTI and its direct Bag-in-Box competitors are as follows:

Operator Fleet size (Approx)

UTI 13,500Bertschi 5,500Bulkhaul 4,200Bruhn 3,000Schmidt 1,000Vos 1,000

Barriers to entry are high in the Bag-in-Box market in which UTI operates, as the high capitalexpenditure required to acquire a large enough fleet from a competitor or buy individual Containersand specialist trailers together with the time required to build up a network of customers andtransportation service providers would preclude most potential competitors. A healthy regionalContainer fleet balance is needed for a competitor to compete on price and such equipment balancetakes time to achieve.

3.10 Service providers

The provision of shipping and road and rail haulage is outsourced by the UTI Group to third partyservice providers, as is Container maintenance and storage. Some of the factors which affect providersof transportation services to UTI and the prices those providers charge are as follows:

• increase in driver wages is a key issue across the transport industry. This has been caused bythe shortage of skilled drivers, which is expected to be accelerated by the introduction in theEuropean Union of regulations under the “working time directive”. While this is a cost forContainer operators, it hits silo trucks harder and may be a further factor to encourage the moveaway from road haulage towards alternatives, which may include Intermodal solutions and“drop and swap” systems as promoted by UTI at its terminals; and

• Container operators may be faced with increases across a range of cost items. In most cases theincreases can be passed on to customers, but there can be delays in achieving this and there aresome costs that customers may refuse to pick up, such as increased security costs.

The repair and refurbishment of the entire Container fleet is outsourced mainly in the UK with someservices provided in mainland Europe.

UTI has storage capacity at third party sites.

3.11 Own offices and staff

UTI’s head office is in Hull, England and also has offices in Milan, Dusseldorf and Rotterdam. UTIalso has other UK offices in Pettwood, Elland and Teesside. It has on-site logistics terminals atCarrington in the UK, Lillebonne and Saralbe in France, Uentrop in Germany, Schwechat in Austriaand Porvoo in Finland. Staff numbers are approximately 233 at 14 March 2007. See paragraph 11 ofPart VII of this Document for a full analysis of employee numbers.

3.12 Ownership

The main shareholders of UTI are funds managed by Close Brothers Private Equity LLP, representedby Neil Murphy and John Snook on the Board and two former owner-managers of the business (JohnMarshall and Victor Martin) who are now non-executive directors.

In 2000 Close Brothers Private Equity merged Rentokil’s Liquid and Dry Bulk Businesses (IFFLimited and ITC Limited) with Yardbrace’s Liquid and Dry Bulk Businesses (being IBC Limited andIBT Limited) to create UBC and UTT. Yardbrace was owned primarily by funds managed by CloseBrothers Private Equity, John Marshall and Victor Martin. UBC and UTT were created as two separateoperating units. During 2002, UTT was sold to a management buy-out team led by Koert van Wissenand Roel Molenaar, two current directors of InterBulk. Koert and Roel, having been closely involved

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in the two businesses for a number of years previously (see section 7 below), have a historic in-depthknowledge of the UBC business and operations.

4. INTERBULK

The InterBulk group currently consists of three operating companies, United Transport TankcontainersHoldings B.V. (“UTT”) (including the United Transport Bulk (“utb”) division), InBulk Technologies Limited(“InBulk”) and CleanCat Technologies Limited (“CleanCat”). A brief summary on each is set out below:

4.1 UTT

UTT is a logistics company principally offering transportation services for the movement of LiquidBulk products to global companies using Intermodal Tankcontainers. UTT operates Tankcontainersfor its own benefit and manages third party Tankcontainer fleets on behalf of some of its customers.UTT manages the logistics process typically from loading to unloading of product for its customers.UTT takes no stock or product ownership at any stage of the process. The provision of shipping, roadand rail haulage and Tankcontainer cleaning, maintenance and storage is outsourced to third partyservice providers who must satisfy UTT’s internal quality criteria.

The UTT business was formed during the 1980s with an initial focus on Short Sea business. Since thattime, under various ownerships, it has operated a fleet of Tankcontainers, predominantly offeringclients a service of transporting liquids in Tankcontainers for a price agreed prior to each journey. Itsbusiness expanded in the early 1990s to offer that service globally. UTT’s headquarters are inRotterdam in the Netherlands and it operates from 13 offices and uses over 60 agents worldwide. Itoperates its In-House Fleet of 6,373 (as at 31 December 2006) Tankcontainers for its own benefit anda variable number of Tankcontainers in its Managed Fleet.

The Directors believe that the UTT Group’s principal assets are:

• its management and their expertise;

• its fleet of Tankcontainers; and

• its IT systems and global infrastructure.

During 2006 UTT established a new division called United Transport Bulk (“utb”) which provideslogistics services using liner technology in box Containers (mainly 20 foot Containers). This is formovement of both Liquid and Dry Bulk materials. This division is in early stage development and hasbeen established in the Far East.

4.2 InBulk

InBulk, which began trading in 2003, is focused on the transportation, storage, discharge andconveying of a broad range of bulk solid materials (primarily Dry Bulk), including minerals,chemicals, petrochemicals, plastics, food, pharmaceuticals, grains and agricultural products, and arange of waste materials across a diverse industry spectrum.

InBulk has developed technology that allows Dry Bulk materials to be moved efficiently in a form ofTankcontainer. This innovative approach is underpinned by Dense Phase Pneumatic Conveyingtechnology which has been built into a form of Tankcontainer. The key product developed is InBulk’sISO-Veyor, for which there are a range of designs to suit a wide range of powder, granular and slurrymaterials. There are a number of patents applied for around the world that have reached variousstages. The ISO-Veyor product range offers a means of transportation, storage and discharge that canbe handled anywhere in the world where standard Containers are in use. As the penetration of thetechnology increases, the Directors believe that ISO-Veyors will also be used in other industriespartially to replace big-bags, flow-bins, standard bags and other forms of bulk transportation andstorage.

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In addition to the ISO-Veyor product range, InBulk has also invented and designed a range of ISO-Silos. Patent application has been made for the ISO-Silo product range. The Directors believe that thisproduct range could achieve commercial application in the short term.

The equipment and services of InBulk are offered as capital sales, lease rentals or logistics servicecontracts.

4.3 CleanCat

During March 2006, a new subsidiary was established to ensure the effective commercialisation ofnew technology that has been designed for specialist application in the oil refining industry. Patentapplications have been made for this application. The new catalyst changing system employs a DensePhase Pneumatic Conveying technology to load and unload the catalyst. This is achieved by means ofa pump, using a stream of pressurised air to convey the catalyst to the top of the reactor, with a simplemodification also allowing the system to switch to vacuum unloading.

During 2006 CleanCat executed its first commercial activity at ExxonMobil’s Fawley refinery inEngland. During November 2006, CleanCat signed a collaboration agreement with MourikInternational (“Mourik”), a leading, global catalyst service provider from the Netherlands, underwhich the CleanCat system will be marketed to Mourik’s existing customer base throughout theworld. Mourik’s clients include many of the world’s major oil companies. Together with the InBulkISO-Veyor (which can move the catalyst to the refinery) InterBulk can provide a complete “cradle tograve” catalyst handling solution for customers.

4.4 Summary of results of InterBulk

Highlights of the results of InterBulk for the nine months to 30 September 2006:

• Total revenue for the seven months of trading in the period of £59.1 million;

• Operating profit of £3.4 million, which is ahead of expectations;

• Profit before taxation of £1.5 million;

• UTT trading ahead of expectations – successful alliance with Norbert Dentressangle to developjoint commercial activities and capabilities;

• First North American order secured by InBulk; and

• Expansion plans in China being actively pursued.

Whilst this report covers the nine month period to 30 September 2006 (after the Company changed itsyear end to coincide with UTT), it is important to note that the results represent only seven months oftrading activity.

5. GROWTH AND SYNERGIES BETWEEN UTI AND INTERBULK

As noted in Section 2 the two businesses share common internal operational factors and the same externaldrivers for growth.

The proposed Acquisition by InterBulk and planned integration would allow synergies in different areas tobe explored. The largest area identified is likely to be on the procurement of subcontracted transportationservices (such as trucking, shipping and rail) plus other direct costs areas such as storage, repair andpurchasing of new Containers (the current combined transportation and related costs in Europe areapproximately £145 million). Savings will not only be possible from leverage of the buying power that scalewill provide but also importantly from the benefits provided in terms of physical number and frequency ofcertain transportation routes. A more balanced outsourcing of routing requirements is likely to lead to boththe Enlarged Group and suppliers sharing in operational efficiencies. The main other area identified isoptimising the European network (owned offices and agent offices) by combining locations, IT systems andresources. Also combining the technical know-how of both groups will, it is expected, drive furtherinnovation particularly in Dry Bulk transportation.

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In addition, the Directors believe that excellent cross-selling opportunities will arise between the client basesof UTI and InterBulk to market each others’ products and services. There is already a degree of commonalityin the customer bases of UTI and InterBulk. In addition, the Enlarged Group will provide a wider customeroffering to allow new market development to be performed with greater impact. This for example wouldinclude maximising the opportunities which currently exist in Asia and the Middle East. In addition, theincreased scale will also provide a significant worldwide network to launch new customer offerings such asthe Flexi-Tank solutions for movement of non-hazardous liquids. This is being performed to a very smallscale by both businesses but it is an exciting and fast growing market. Opportunities will exist to combinethe manufacturing of Flexi-Tanks and Flexi-Liners, as well as to combine research and development forinnovation.

A key driver for growth of the Enlarged Group is the continued substitution from other modes oftransportation and storage to Intermodal Containers. Containerisation reduces supply chain cost by speedingup transit through ports and carrying goods in the largest unit which can be conveniently handled andtransported through the supply chain. Intermodal Containers still account for a minority of the transportationof the World’s Dry Bulk and as a result the Directors believe that this represents a significant potential growthfactor for the Enlarged Group.

The Enlarged Group’s growth will also be linked to the underlying growth in the sectors in which itscustomers operate. The chemical market is the main sector today for both InterBulk (as UTT moves liquidchemicals) and UTI (as UTI moves polymers, a form of dry chemicals). The global chemical industryexpanded during the five years to the end of 2005, at a compound annual growth rate of approximately 3.3per cent.(1) The established largest chemical markets of Europe and the United States have shown a steadygrowth over the five years to the end of 2005. Certain areas are growing much faster than the global average,notably China, which has experienced a compound annual growth rate of 14.5 per cent.(2) over that same fiveyear period and is gaining ground on the established markets. Asia in general has had impressive growth of5.9 per cent. in that same period. Industry sources expect the total seaborne chemical trade to continue to riseover the next five years. The Directors believe that, as globalisation and consolidation of producers ofchemical commodities continue, products will travel further and in greater quantities. Other sectors such asminerals and food commodities will also play an important part in the future of the Enlarged Group’s shortto medium term growth opportunities but to a lesser extent than the chemicals market.

The world ISO-Tank market extends to between 180,000 and 200,000 Tankcontainers. The top 10 operatorshave around 57 per cent. of the market. The market is worth approximately £1 billion. As with the Bag-in-Box Dry Bulk market, barriers to entry are high given the capital required to build a fleet of an appropriatesize. Customers increasingly demand a satisfactory track record on such issues as health and safety, securityand environmental compliance.

Growth areas in the Tankcontainer market include China, the Middle East and Eastern Europe. Because ofthe dynamics of the market place with new markets opening up there are more frequent changes in the flowsof goods to and from markets. The recently announced alliance with Groupe Norbert Dentressangle SAshould assist the Company’s commercial objectives in this sector.

6. CURRENT TRADING AND PROSPECTS FOR THE ENLARGED GROUP

Trading in InterBulk since 30 September 2006 has been strong with activity levels high. In UTT, theAmericas and Asia have performed well. InBulk had a strong first quarter, principally due to the delivery ofdelayed orders from the second half of the prior period.

Trading in UTI since 30 September 2006 has been below expectations, mainly as a result of unplannedshutdowns at certain UK customer plants. These unplanned plant shutdowns led to a volume shortfall whichcould not be compensated for by other door to door activity. These trading disruptions, together with highdemand at certain times elsewhere, led to higher than budgeted empty positioning costs. Most of thisdisruption has taken place in the polymers division. The customer losses noted in paragraph 3.2 above since

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Footnotes:

(1) Source: European Chemical Industry Council website as at 1 February 2007

(2) Source: European Chemical Industries Council

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re-tender last year have impacted sales as against the comparable prior period, as these re-tenders took placepart way through the financial year to 30 September 2006. Certain other areas of the business (the Food andWorldBulk divisions) have performed better than the prior year, benefiting from growth, for example, in thesugar market.

As a result of the above factors, sales for UTI in the period since 30 September 2006 have been behind theprior comparable period, although in January 2007 sales had returned to their prior year levels. However,despite reduced sales, operating profits have been ahead of the comparable prior period, reflecting cost andoverhead savings implemented in the full year to 30 September 2006.

Whilst there will be one-off costs as a result of the Acquisition, the Directors believe the synergies availableto the Enlarged Group are significant. The Directors are confident about the Enlarged Group’s prospects forthe period to 30 September 2007 and beyond.

7. DIRECTORS

Details of the board of the Enlarged Group, following Admission and completion of the Acquisition, are setout below and are the same as the current InterBulk board:

Executive Directors

The executive directors will comprise:

William (known as “Bill”) Thomson, Chairman (age: 48)

Bill Thomson is the executive chairman of the Company. As an executive director he has worked within theClyde Blowers portfolio of companies since 1992, holding many and varied posts in the UK and overseas.He has been responsible for the development of the Clyde Blowers portfolio in China, setting up 4companies. Bill Thomson was the Chief Executive of CleanCut Technologies Limited, a subsidiary of ClydeMaterials Handling, which developed solutions to environmental challenges in the offshore oil and gasindustry, before its sale in October 2002.

He is an Officer of the Order of the British Empire (OBE) for services to British exports, mainly in China,and was recently awarded an honorary degree from London Metropolitan University. He is also a VicePresident of the China Britain Business Council.

Bill Thomson is a Chartered Engineer with a BSc in Mechanical Engineering and is a member of theInstitution of Mechanical Engineers.

Jacobus (known as “Koert”) van Wissen, Chief Executive Officer (age: 54)

Koert van Wissen joined UTT’s predecessor, United Bos BV, in 1980 and, from 1980 to 1983, was employedas general manager of the Rotterdam Europoort office and was responsible for day-to-day running of theLiquid Bulk business between England and the European continent in road-tankers. Between 1983 and 1989,Koert had a number of roles, including General Manager of the Rotterdam business unit with responsibilityfor the restructuring of the packed logistics of Shell-Pernis. He was, during this time, General Manager forthe newly founded Tankcontainer Division of United Bos BV and purchased the first Tankcontainers in itsfleet.

From 1989 to 1996, Koert was Operations Director of UTT. He started with a fleet of 350 Tankcontainersfocussed mainly on Europe, which grew into a worldwide business with a fleet of 4,500 Tankcontainers. Hewas subsequently appointed as Business Development Director for worldwide operations and pricingstructure during the time when UTT was owned by BET and Rentokil Initial.

Between 1996 and 2000, Koert was Operations and Business Development Director of Initial TankContainers, with responsibility for all worldwide operations and business development. In 2000, he wasappointed managing director of UTT’s predecessor, a subsidiary of Rentokil Initial, and, together with RoelMolenaar, led the management buy-out of UTT in 2002.

Koert resigned as Chairman of the International Tank Container Organisation in early 2006. He held that rolesince April 1999. In November 2006, Koert was appointed as a board member of the European ChemicalTransport Association.

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Roelof (known as “Roel”) Molenaar, Finance Director (age: 49)

Roel Molenaar fulfilled various financial management positions, mainly in the transport and logistics sectors,before joining UTT in 1990, with posts at Seatrain, Trans Freight Lines, P&OCL and TNT. In each role, hehad responsibility for a number of accounting and controlling staff. He then left the logistics sector, beingheadhunted by FHV-BBDO, the then largest advertising agency in the Netherlands. Roel was recruited byFHV-BBDO as trouble shooter with a mandate to set up a completely new and integrated finance departmentwith clear internal and external reporting. Roel joined UTT’s predecessor, a subsidiary of Rentokil Initial, in1990 as finance director where he again was tasked with devising and implementing a completely newfinancial administration and controlling operation for all companies in the UTT Group. In addition to this,Roel was a main board member with responsibility for mergers and acquisitions as well as all externalcontacts with professional advisers, banks and insurers. He has several Dutch financial and businessqualifications, which are comparable to a qualification held by a UK plc finance director. He is currentlycompleting the final part (thesis) of an MBA at the Netherlands Business School. Together with Koert vanWissen, he led the management buy-out of UTT in 2002.

Scott Cunningham, Corporate Finance Director (age: 35)

Scott Cunningham has a Bachelor of Accountancy degree from the University of Glasgow. He obtainedadmission to the Institute of Chartered Accountants of Scotland in 1995. He joined the Clyde Blowers groupin 2001 as Group Corporate Finance Manager. Since then he has been responsible for the review ofacquisition targets, overview of consolidated financial reporting, business planning reviews and worldwidetreasury and tax matters. Prior to joining Clyde Blowers, he was a senior manager with Arthur Andersen. Hisrole in his first 7 years with Arthur Andersen was in the provision of assurance services to both public andprivate companies in a wide variety of industries including transport, oil support services, construction andengineering. During this period he performed audit work on financial statements and other reportingdocuments for companies listed on the London Stock Exchange. During his last 2 years at Arthur Andersenhe had moved to focus on transaction support services, where he was involved in the provision of acquisitionsupport for both companies and private equity/institutional investors.

If the Proposals are implemented, the intention of the Board is for Scott Cunningham to remain as CorporateFinance Director for the InterBulk Group but with increasing responsibility for group consolidation andreporting, and for Roel Molenaar to have specific responsibility as finance director of the UTT Group. AlanWilson, on whom further information is given in paragraph 3.4 above, will have specific responsibility asfinance director of the UTI Group.

Non-Executive Directors

James (known as “Jim”) McColl, Non-Executive Director (age: 55)

Jim McColl started his career as an engineering apprentice with Weir Pumps Limited in Glasgow. After sixyears in engineering and six years of part-time study, he left work to take up full-time study for a BSc degreein Technology and Business Studies on a four year course at Strathclyde University. After achieving a BScdegree with Honours in 1978, he returned to Weir Pumps Limited where he remained for three years whilestudying part-time for a Masters Degree in Business Administration. In 1981 he moved to a seniormanagement position with Diamond Power Speciality Limited, an engineering company supplyingequipment to the power industry worldwide. From 1981-1985 he studied part-time for a Masters Degree inInternational Accounting and Finance. In 1985 Jim was headhunted by Coopers & Lybrand as a seniorconsultant involved mainly in “corporate care” assignments. This meant working in various companies whowere in financial difficulties and in need of turnaround. In 1986 he left Coopers & Lybrand to become a self-employed “company doctor” and, after two successful turnarounds, in 1992 he bought 29.9 per cent. ofClyde Blowers plc, a small engineering company with a full listing on the London Stock Exchange. Prior topurchasing his stake in Clyde Blowers plc, it had a market capitalisation of £2.2 million. In 1999 Jim led amanagement buy-out of Clyde Blowers plc to take the company private.

Over the past 10 years the Clyde Blowers portfolio has grown significantly and has developed into a portfolioof global engineering companies. During 2001 the Clyde Blowers business was reorganised into discreteindependent companies focusing on core markets. These businesses each have their own ownership structure

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but what is common is that the Clyde Blowers executive team has been the driver of the strategic direction.Jim received the ‘Alumnus of the Year Award’ from Strathclyde University in 1998, the EntrepreneurialExchange ‘Entrepreneur of the Year Award’ for 1999/2000 and the Ernst & Young ‘Master Entrepreneur ofthe Year Award’ for 2001. In 2001 Jim was honoured in the Queen’s Birthday Honours List with an OBE. InNovember 2002 Jim was inducted into The Entrepreneurial Exchange Hall Of Fame. In November 2003 Jimwas honoured by the Academic Board and the Court of Napier University with an award of Honorary Doctorof Business Administration. In July 2005 HRH The Duke of Edinburgh awarded Jim McColl with The PrincePhilip Medal 2005 ‘Certificate of Achievement’ for an outstanding contribution to the engineering industry.

Graeme Bissett, Independent Non-executive Director (age: 49)

Graeme Bissett is a Chartered Accountant, who was a senior partner with Arthur Andersen before becomingGroup Director of Finance at Kwik-Fit Holdings plc from 1998-2001. He was a non-executive director ofBelhaven Group plc, Scotland’s largest brewing and pub group, until it was sold to Greene King plc in 2005for £190m. He is currently providing consultancy services and non-executive roles to a number of companiesincluding acting as a non-executive director of Macfarlane Group plc, the listed packaging group.

Eric van der Werff, Independent Non-executive Director (age: 61)

Eric van der Werff spent 34 years working for Royal Dutch Shell plc in a variety of roles, but latterly asGlobal Land Logistics Manager, where he had responsibility for procuring logistics services and managinglogistics activities in the areas of transport, storage, warehousing and packaging for all chemical productionand business locations globally. He is currently developing his consultancy business advising on logisticsservices.

8. FINANCIAL INFORMATION

The financial information on the Company and UTI is set out in Parts III and IV respectively of thisDocument.

9. RELATIONSHIP WITH CLYDE BLOWERS

Clyde Blowers is a management company based in East Kilbride, near Glasgow, which provides strategicand management advice to a portfolio of companies (including InterBulk), principally in the engineering andtransportation sectors. Since the 28 February 2006 readmission and acquisitions of InBulk and UTT, ClydeBlowers has provided the services of Bill Thomson, Scott Cunningham and Jim McColl to InterBulkpursuant to the services agreement, details of which are set out in paragraph 12.5.1 of Part VII of thisDocument.

Clyde Blowers has built up a proven track record of successfully integrating acquisitions. It will continue toapply its expertise to InterBulk, and seek opportunities to expand the Enlarged Group further both globallyand in terms of scope. Bill Thomson and Jim McColl are directors and shareholders of Clyde Blowers aswell as InterBulk.

Clyde Process Solutions plc is another such company to which Clyde Blowers provides strategic andmanagement services, and is an engineering-led solutions provider listed on AIM. Bill Thomson and JimMcColl are both directors and shareholders of Clyde Process Solutions plc, and Atorka is a shareholder init, holding approximately 9.93 per cent. of its issued ordinary share capital.

Certain of the Directors of the Company and directors of Clyde Blowers have agreed to subscribe forOrdinary Shares in the Placing described in the paragraph below. They are as follows:

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Cash amount of Name Director of subscription (£)

Jim McColl InterBulk and Clyde Blowers 554,987Bill Thomson InterBulk and Clyde Blowers 193,082Alex Stewart Clyde Blowers 188,787Graham Lees Clyde Blowers 63,144

10. THE PLACING

The Company proposes to raise approximately £28 million (before expenses) by the allotment and issue ofthe Placing Shares at the Placing Price pursuant to the Placing. The Placing Shares will representapproximately 46.22 per cent. of the Enlarged Share Capital of the Company on Admission andapproximately 41.62 per cent. of the Further Enlarged Share Capital.

The proceeds of the Placing will be used to cover part of the cash consideration and costs of the Acquisition.The remainder of the cash consideration and costs of the Acquisition will be met by bank funding, as furtherdescribed in paragraph 12.4.1 of Part VII of this Document.

Pursuant to the Underwriting Agreement, Panmure Gordon has conditionally agreed to use its reasonableendeavours to procure subscribers for the Placing Shares at the Placing Price and, if and to the extent it isnot able to procure subscribers, as principal to subscribe for the Placing Shares itself. Atorka hasconditionally agreed to subscribe for £19,997,500 of the Placing which together with its existingshareholding equates to a total of approximately 40.79 per cent. of the Enlarged Share Capital of theCompany. On this basis, on Admission it would hold more than 30 per cent. of the Enlarged Share Capitalof the Company and would therefore require a waiver from the Takeover Panel of the obligations under Rule9 of the Code which would need to be approved by the Independent Shareholders at a general meeting.Further details on this is given in paragraphs 14 and 15 below and in paragraph 17 of Part VII of thisDocument. A summary of the principal terms of the Underwriting Agreement is set out in paragraph 12.1.1of Part VII of this Document.

The obligations of Panmure Gordon under the Underwriting Agreement are conditional, inter alia, on:

(a) the UTI Acquisition Agreement having become unconditional in all respects (save for any conditionas to the Underwriting Agreement or the Facility Agreements having become unconditional orAdmission having taken place);

(b) the Resolutions having been passed;

(c) the Facility Agreements having become unconditional in all respects (save for any condition as to theUnderwriting Agreement or the UTI Acquisition Agreement having become unconditional orAdmission having taken place); and

(d) Admission taking place by 8.00 a.m. on 11 April 2007 or such later date as Panmure Gordon and theCompany may agree (being not later than 3.00 p.m. on 30 April 2007).

Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted totrading on AIM.

Dealings in the Enlarged Share Capital are expected to commence on 11 April 2007.

Groupe Norbert Detressangle SA has conditionally agreed to subscribe for £4,000,000 of the Placing,equating to 20,000,000 Ordinary Shares. Groupe Norbert Dentressangle SA is a France-based companylisted on the Euronext exchange in Paris that is engaged in haulage services, contract distribution, logisticsand global logistics solutions. It has entered into joint marketing agreements in respect of the UTT andInBulk businesses. Following the implementation of the Proposals, Groupe Norbert Dentressangle SA willhave the right to appoint one Director to the Board of the Company at any one time.

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11. THE UTI ACQUISITION AGREEMENT

Today, the Company entered into the UTI Acquisition Agreement.

The headline consideration is £79.5 million, adjusted in respect of cash and debt and certain other mattersby reference to the 30 September 2006 audited consolidated balance sheet of UTI. The adjustments includean addition for cash, and deductions for certain costs and provisions, and for agreed items of indebtednessof UTI. After making these adjustments, the amount payable upon completion of the transaction subject tocertain minor completion adjustments is expected to be approximately £9.6 million, of which £5.2 millionwill be satisfied by the allotment and issue of Ordinary Shares to certain of the vendors, each Ordinary Sharebeing taken to have a value equal to the Placing Price and ranking pari passu in all respects with the PlacingShares, with the balance being satisfied in cash. The Company has also undertaken to acquire the AcquiredLoan Stock, being loan stock previously issued by UTI to funds managed by Close Brothers and others. Theconsideration for such acquisition is (i) the issue of £7.8 million of Ordinary Shares, each Ordinary Sharebeing taken to have a value equal to the Placing Price and ranking pari passu in all respects with the PlacingShares and (ii) the grant of the Proposed Warrants, being warrants to subscribe for 10,000,000 OrdinaryShares at a subscription price of 25 pence per Ordinary Share. Further details of the Proposed Warrants areset out in paragraph 7.2 of Part VII of this Document. In addition the Company has undertaken to procurethat, upon completion of the acquisition of UTI, UTI will repay to the holders thereof, the balance of theSecured Loan Stock, namely approximately £14.26 million.

The Acquisition Agreement is conditional, inter alia, on the passing of the Resolutions, on the UnderwritingAgreement remaining in force and being unconditional save in certain specified respects immediately priorto Admission and Admission.

The Acquisition Agreement contains certain warranties given by the vendors in favour of the Company,including warranties in conventional terms as to their capacity to enter into the Acquisition Agreement andtheir title to shares in UTI. The Acquisition Agreement also contains commercial warranties, andindemnities in relation to tax, relating to the UTI Group given by certain of the vendors in favour of theCompany. These commercial warranties and tax indemnities are subject to certain limitations on liability.Conditional on completion of the Acquisition Agreement the Company intends to purchase a policy ofinsurance against breach of certain of these warranties and tax indemnities.

A more detailed summary of the Acquisition Agreement and further details of the insurance policy are setout at, respectively, paragraphs 12.3.1 and 12.3.6 of Part VII of this Document.

12. ORDERLY MARKET ARRANGEMENTS

Under the terms of the Orderly Market Agreement, certain of the major vendors, Close Brothers SecuritiesLimited, Victor William Martin, John Neilson Adam Marshall, Guilderstone Limited, Caledonia Investmentsplc and John Neilson Adam Marshall and Oliver David John Marshall (as trustees of the JNA Marshall Trust)have undertaken to Panmure Gordon and CFA that they will not, and they will procure that their respectiveconnected persons will not, sell or otherwise dispose of any interest in the Ordinary Shares beneficiallyowned or otherwise held or controlled by them on Admission (and any Ordinary Shares derived from suchshares) for a period of twelve months from the date of Admission, other than in certain limitedcircumstances, in order to maintain an orderly market in the Ordinary Shares.

13. CORPORATE GOVERNANCE AND INTERNAL CONTROLS

The Company complies with the Combined Code on Corporate Governance, so far as is practicable andappropriate for a public company of its size and nature.

The Directors have established an audit committee and a remuneration committee. The RemunerationCommittee consists of Eric van der Werff as chairman and Graeme Bissett and Jim McColl, and has primaryresponsibility for determining the terms and conditions of service of the executive directors, including theirremuneration and grant of Options. The remuneration and terms and conditions of the non-executivedirectors are set by the Board. The Audit Committee consists of Graeme Bissett as chairman, Eric van derWerff and Jim McColl, and has primary responsibility for monitoring the quality of internal control andensuring that the financial performance of the Enlarged Group is properly measured and reported on and for

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reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls,in all cases having due regard to the interests of Shareholders.

The Directors do not consider that, given the size of the Board, it is appropriate to have a nominationscommittee. However, this will be kept under regular review by the Board.

The Directors will comply with Rule 21 of the AIM Rules relating to directors’ dealings as applicable to AIMcompanies and will also take all necessary steps to ensure compliance by the Company’s applicableemployees. The Company has adopted a share dealing code, which is appropriate for an AIM-listedcompany, for this purpose.

14. THE TAKEOVER CODE

Under Rule 9 of the Code, when any person acquires an interest in shares which (taken together with sharesin which he is already interested and in which persons acting in concert with him are interested) carry 30 percent. or more of the voting rights of a company which is subject to the Code, that person is normally requiredto make a general offer to all remaining shareholders to acquire their shares. Similarly, where any person,together with persons acting in concert with him, is interested in shares which, in the aggregate, carry notless than 30 per cent. of the voting rights of a company, but does not hold shares carrying more than 50 percent. of the voting rights of the company, a general offer will normally be required if any further interest inshares is acquired by any such person, or any persons acting in concert with him.

An offer under Rule 9 must be in cash and at the highest price paid by the person required to make the offer,or any person acting in concert with him, for any interest in shares of the Company during the 12 monthsprior to the announcement of the offer.

Atorka is currently interested in 23,550,000 Ordinary Shares representing 24.057 per cent. of the total votingrights of the Company and its maximum interest (assuming no Existing Warrants or Options are exercisedand no Earn Out Shares are issued, none of which Atorka are entitled to in any event) at Admission willamount to 123,537,500 Ordinary Shares representing approximately 40.79 per cent. of total voting rights ofthe Company’s Enlarged Share Capital.

The Panel has agreed, subject to the passing of Resolution 2 at the EGM on a poll by the IndependentShareholders, to waive the obligation of Atorka to make a general offer to Shareholders under Rule 9 of theCode that would otherwise arise as a result of the implementation of the Proposals.

Following the Proposals, Atorka will be interested in shares carrying 30 per cent. or more of theCompany’s voting share capital but will not hold shares carrying more than 50 per cent. of the votingrights of the Company. Accordingly, Atorka together with any person acting in concert with it will notbe able to increase their aggregate interests in Ordinary Shares without incurring any furtherobligation under Rule 9 to make a general offer.

The Waiver, which the Panel has agreed to grant subject to the passing of Resolution 2 at the EGM, will beinvalid if purchases of Ordinary Shares are made by Atorka in the period between the date of this documentand the EGM. Atorka has undertaken that it will not make any such purchases.

Further details on Atorka are set out in paragraph 15 below, Part VI and paragraph 17 of Part VII of thisDocument.

15. INFORMATION ON ATORKA

Atorka is an investment company, listed on the Icelandic Stock Exchange (ICEX) and is included in theICEX-15 index. Atorka aims to identify the global forces that drive markets and provides opportunities forexponential growth for progressive and well-managed companies operating at the forefront of their relevantindustries. Its aim is to take such companies to recognisable world leadership and support growth. Itsshareholders number around 5,300.

Atorka’s financial target is to provide returns exceeding 15 per cent. In 2005, return on equity (ROE) was16.6 per cent. In 2006, the turnover of Atorka’s wholly owned subsidiaries is estimated to be over ISK 30

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billion and their aggregate EBITDA close to ISK 3 billion. The total 2006 turnover of companies in whichAtorka is a core investor is estimated to be over ISK 80 billion. The companies within the Atorka Groupemploy around 4,500 people.

Atorka currently has a strategic stake in the following companies, all listed on the AIM.

• NWF Group plc

• Romag Holdings plc

• Clyde Process Solutions plc

Its significant shareholders are:

Percentage ofAtorka’s

Name share capital

Skessa ehf 10.10%Atorka Group hf 9.30%Har∂bakur ehf 8.33%Ránarborg hf 7.76%Lífeyrissjó∂ir Bankastræti 7 4.85%Landsbanki Luxemburg S.A 4.44%LI-Hedge 3.88%Landsbanki Íslands hf, a∂alst. 3.76%

The directors of Atorka are:

• Ioorsteinn Vilhelmsson (Chairman)

• Ólafur Njáll Sigurõsson

• Hrafn Magnússon

• Örn Andrésson

• Karl Axelsson

Ioorsteinn Vilhelmsson, the Chairman, has an interest in 29.74 per cent. of the issued share capital of Atorka,and Magnús Jónsson, the Chief Executive Officer, has an interest in 12.21 per cent. Ioorsteinn Vilhelmssonand Magnús Jónsson each own 50 per cent. of Skessa ehf, Atorka’s largest shareholder. The percentageinterest shown for each director includes Skessa’s holding in Atorka. Further detail on each of them is givenbelow:

Ioorsteinn Vilhelmsson finished a degree from the Iceland Navigation School in 1973. He subsequentlyworked in fisheries, serving as captain and later as fleet director. He also served as a director of variousfishing companies for years. He was one of the founders of the fishing company Samherji and has had anumber of other investments in Iceland. Ioorsteinn Vilhelmsson became a shareholder of Atorka in 2002 andwas appointed chairman in 2005. He serves as a director for a number of other companies, including investeecompanies of Atorka.

Magnús Jónsson became CEO of Atorka on 16 November 2005. Magnús Jónsson has extensive experienceof investment operations, having been a fund manager at Kaupthing Bank 1998-2001 and the year after thatmanaging director of the venture capital fund Uppspretta. From 2002 to 2005 he was managing director ofRánarborg hf and related investments, while serving at the same time as a director for several companies,including Iceland Drilling, Afl Investments, MP Securities, Sæplast and others. He was also Chairman of theBoard of Parlogis hf., A. Karlsson hf., Promens hf. and Atorka. From February 2004, Magnús Jónsson wasChairman of Atorka’s Board of Directors. In April 2005 he became Executive Chairman and wassubsequently appointed CEO of the company in November 2005.

Atorka’s registered office is at HLÍ ASMÁRI 1, 201 KÓPAVOGUR, ICELAND. There have been nomaterial changes in the financial or trading position of Atorka subsequent to the last published auditedaccounts.

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Atorka does not intend that the payment of interest on, repayment of, or security for, any liability (contingentor otherwise) will depend, to any significant extent, on the business of the Company. There are no financingarrangements in place for Atorka, in relation to the Proposals, where repayment or security is dependent onthe Company and Atorka will subscribe for the Placing Shares using its own resources.

There are no arrangements in place for any Ordinary Shares receivable by Atorka to be transferred to anyother person.

Save as disclosed in this document, there are no agreements, arrangements or understandings (including anycompensation arrangements) between Atorka or any person acting in concert with it and any of the Directors,recent directors, Shareholders or recent Shareholders having any connection with or dependence upon theProposals.

Save as disclosed in this document, Atorka has no intentions regarding the continuation of the business ofthe Company, nor any intentions regarding any major changes to be introduced in the business of theCompany including any redeployment of fixed assets of the Company, nor any strategic plan for theCompany nor any intentions with regard to the continued employment of the employees and management ofthe Company or any of its subsidiaries including any material change in the conditions of employment. Ithas no intentions to make any employees of the Company redundant.

Following the implementation of the Proposals, Atorka will have the right to appoint up to two Directors tothe Board of the Company at any one time.

16. RELATED PARTY TRANSACTION

Bill Thomson and Jim McColl, both Directors, are also directors and shareholders of Clyde Blowers Limited,meaning that the deal fee payable to Clyde Blowers referred to in paragraph 12.1.7 of Part VII of thisDocument constitutes a related party transaction under rule 13 of the AIM Rules. This requires the remainingDirectors to consult with their nominated adviser, CFA, to consider whether the terms of the deal fee payableto Clyde Blowers are fair and reasonable insofar as the Shareholders of the Company are concerned. Theyhave done so before making the recommendation to Shareholders of the Resolutions set out in paragraph 26of this Part I.

17. EXISTING WARRANTS AND OPTIONS

There are currently Existing Warrants outstanding in respect of 1.1 million Existing Ordinary Shares as atthe date of this Document. Further details of the Existing Warrants are set out in paragraph 2.13 of Part VIIof this Document. It is proposed as part of the consideration for the Acquisition that the Proposed Warrantsbe granted to certain of the vendors, details of which are set out in paragraph 11 of Part I and paragraph 7.2of Part VII of this Document.

There are currently Options outstanding in respect of 3,132,544 Existing Ordinary Shares as at the date ofthis Document. Further details of the Options are set out in paragraph 2.12 of Part VII of this Document.

18. DIVIDEND POLICY

The Directors intend to adopt a progressive dividend policy, which will reflect the long-term earnings andcashflow potential of the Enlarged Group, whilst maintaining an appropriate level of dividend cover. Thiswill commence once the full integration of the Acquisition has been completed and the investment in existingInterBulk technologies has been completed to an acceptable stage.

19. TAXATION

General information relating to UK taxation in relation to the Placing and Admission is set out in paragraph10 of Part VII of this Document. If you are in any doubt as to your tax position, or you are subject to tax ina jurisdiction other than the UK, you should consult your own professional adviser immediately.

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20. CREST

CREST is the paperless settlement procedure that enables securities to be evidenced other than by certificateand transferred other than by written instrument in accordance with the CREST Regulations.

The Articles permit the Company to issue shares in un-certificated form in accordance with the CRESTRegulations.

CREST is a voluntary system and shareholders who wish to receive and retain share certificates will be ableto do so.

21. EXTRAORDINARY GENERAL MEETING

You will find set out at the end of this Document a notice convening the Extraordinary General Meeting ofthe Company to be held at 1 Redwood Crescent, East Kilbride, Glasgow G74 5PA on 10 April 2007 at11.00 a.m. at which the Resolutions will be proposed for the purposes set out below.

Resolution 1

Resolution 1 to be proposed at the EGM, if passed, and conditional on Resolution 2 being passed andAdmisssion, will:

(a) approve the Acquisition, for the purpose of Rule 14 of the AIM Rules;

(b) increase the Company’s authorised share capital from £20,000,000 to £40,000,000 by the creation of200,000,000 new Ordinary Shares;

(c) grant authority to the Directors pursuant to section 80 of the Act to allot relevant securities up to anaggregate nominal amount of £33,944,654 (the intention being that £23,848,253 will be in respect ofthe Placing Shares, the Consideration Shares, the Earn Out Shares, the Options, the Existing Warrantsand the Proposed Warrants and £10,096,401 will be a general authority representing approximately33 per cent. of the Company’s Enlarged Share Capital); and

(d) disapply the pre-emption rights conferred by the Act in connection with the allotment of the sharespursuant to a rights issue made to shareholders on a basis proportionate to their shareholdings, theallotment of shares pursuant to any share option scheme, the allotment of the Placing Shares pursuantto the Placing, the allotment of shares pursuant to the Existing Warrants and the Proposed Warrantsand the allotment of an aggregate nominal amount of £1,514,460, which represents approximately 5per cent. of the Company’s Enlarged Share Capital.

To be passed, Resolution 1 requires a majority of not less than 75 per cent. of the Shareholders voting inperson or by proxy in favour of the Resolution.

Resolution 2

Pursuant to Rule 9 of the City Code, Atorka would be obliged to make a general offer for the remainingOrdinary Shares as, on completion of the Proposals, Atorka will become the holder of in excess of 30 percent. of the Ordinary Shares as a consequence of its subscription for 99,987,500 Ordinary Shares pursuantto the Placing. Resolution 2 to be proposed at the EGM provides for approval by the IndependentShareholders of these arrangements for the purposes of a dispensation from the relevant provisions of theCity Code.

Resolution 2 is an ordinary resolution on which Atorka will be required to abstain from voting. ThisResolution must be passed by a poll of shareholders present or represented, in person or by proxy, at theEGM.

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22. IRREVOCABLE UNDERTAKINGS

Irrevocable undertakings to vote in favour of Resolution 1 have been given by the following Shareholders inrespect of the Existing Ordinary Shares which they control:

Number of Existing % of Existing Shareholder Ordinary Shares Ordinary Shares

Atorka 23,550,000 24.06Jim McColl 8,136,726 8.31Bill Thomson 2,939,988 3.00Alex Stewart 2,818,988 2.88Uberior Equity Limited 1,468,150 1.50Koert van Wissen 1,217,500 1.24Roel Molenaar 1,217,500 1.24Graham Lees 972,536 0.99Scott Cunningham 121,511 0.12

————— —————TOTAL 42,442,899 43.36————— —————Atorka has undertaken to abstain from voting on Resolution 2.

Irrevocable undertakings to vote in favour of Resolution 2 have also been given by the followingShareholders in respect of the Existing Ordinary Shares which they control:

Number of Existing % of Existing Shareholder Ordinary Shares Ordinary Shares

Jim McColl 8,136,726 8.31Bill Thomson 2,939,988 3.00Alex Stewart 2,818,988 2.88Uberior Equity Limited 1,468,150 1.50Koert van Wissen 1,217,500 1.24Roel Molenaar 1,217,500 1.24Graham Lees 972,536 0.99Scott Cunningham 121,511 0.12

————— —————TOTAL 18,892,899 19.30————— —————23. RISK FACTORS

Your attention is drawn to the risk factors set out in Part II and to the section entitled “Forward LookingStatements” on page 4 of this Document. Potential investors should, in addition to all other information setout in this Document, carefully consider the risks described in those sections before making a decision toinvest in the Company.

24. FURTHER INFORMATION

Your attention is drawn to Parts II to VII (inclusive) of this Document that provide additional information.

25. ACTION TO BE TAKEN

A Proxy Form is enclosed for use by Shareholders at the EGM. Whether or not Shareholders intend to bepresent at the EGM, they are asked to complete, sign and return the Proxy Form to the Company’s Registrars,Capita Registrars, as soon as possible but in any event so as to arrive no later than 48 hours before the EGM.The completion and return of a Proxy Form will not preclude a Shareholder from attending the EGM andvoting in person should they wish to do so.

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26. RECOMMENDATION

Your Directors unanimously recommend all Shareholders to vote in favour of the Resolutions as they haveundertaken to do in respect of their own holdings. The Company has received irrevocable undertakings fromcertain Shareholders (as set out in paragraph 22 above) to vote in favour of the Resolutions, which amountin aggregate to 42,442,899 Ordinary Shares, (representing approximately 43.36 per cent. of the ExistingOrdinary Shares) in respect of Resolution 1 and 18,892,899 Ordinary Shares (representing approximately19.30 per cent. of the Existing Ordinary Shares) in respect of Resolution 2. Atorka has undertaken to abstainfrom voting on Resolution 2 at the EGM in respect of its beneficial holding of 23,550,000 Ordinary Sharesrepresenting approximately 24.06 per cent. of the Existing Ordinary Share Capital.

Your Board, which has been so advised by CFA, considers the Proposals and the Waiver to be fair andreasonable and in the best interests of the Company and its Shareholders as a whole. In providing its adviceto the Board, CFA has taken into account the Board’s commercial assessments.

Please note that if both Resolutions are not passed, the Proposals will not be implemented and theExisting Ordinary Shares will continue to be traded on AIM and the Acquisition and the Placing willnot take place.

Yours faithfully

William ThomsonChairman

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PART II

RISK FACTORS

The Directors consider the following risks and other factors to be the most significant for potentialinvestors, but the risks listed do not necessarily comprise all those associated with an investment in theCompany and the risks listed below are not set out in any particular order of priority. Potentialinvestors should carefully consider (in addition to the section entitled “Forward Looking Statements”on page 4 of this Document and all other information set out in this Document) the risks describedbelow before making a decision to invest in the Company. If any of the following risks actually occur,the Company’s business, financial condition, results or future operations could be materially adverselyaffected and, in such a case, the price of the Ordinary Shares could decline and investors may lose allor part of their investment.

1. Investment risk and AIM

Potential investors should be aware that the value of shares can go down as well as up and that an investmentin a share that is to be traded on AIM may be less realisable and may carry a higher degree of risk than aninvestment in a share quoted on the Official List. The price which investors may realise for their holding ofOrdinary Shares, and when they are able to do so, may be influenced by a large number of factors, some ofwhich are specific to the Company and/or Enlarged Group and others of which are extraneous. It may bedifficult for an investor to sell his or her Ordinary Shares and he or she may receive less than the amountpaid by him or her for them. AIM has been in existence since June 1995 but its future success and the futuremarket for the Ordinary Shares cannot be guaranteed. The share price of publicly traded emerging companiescan be highly volatile. Admission to AIM should not be taken as implying that there will be a liquid marketfor the Ordinary Shares, particularly as, on Admission, the Company will have a limited number ofshareholders. The market for shares in smaller public companies, including the Company’s, is less liquidthan for larger public companies. The Enlarged Group is aiming to achieve capital growth and, therefore,Ordinary Shares may not be suitable for a short-term investment. Consequently, the share price may besubject to greater fluctuation on small volumes of shares, and thus the Ordinary Shares may be difficult tosell at a particular price. The market price of the Ordinary Shares may not reflect the underlying value of theEnlarged Group’s net assets.

2. Economic Risks

The financial performance of the Enlarged Group could experience volatility in profitability and asset valuesresulting from changes in the supply of, and demand for, logistics services. The supply of logistics servicesis a function of many factors including: number and profile of Tankcontainers and Containers in the world;their physical positioning around the world; delivery of new Tankcontainers and Containers and scrappingof older Tankcontainers and Containers. The demand for logistics services is influenced by, among otherfactors, global and regional economic conditions (including, importantly, within the chemical industry),currency exchange rates, fluctuations in the level of trade and changes in sea-borne or other transportationpatterns. In the event of a temporary or prolonged economic downturn, however caused, the Tankcontainerand Containers logistics sector could be adversely affected, particularly through downward pressure onutilisation and rates.

If there are increases in operational costs (for example, an increase in shipping rates, haulage rates or a fuelsurcharge), there is no guarantee that these increases can be passed on to the Enlarged Group’s customers. Ifthe Enlarged Group is not able to recover cost increases from customers through increases in rates, such costincreases may have a material adverse effect on its business, financial condition and results of operations.

Revenues and costs may be subject to special risks that may disrupt markets, including the risk of war,terrorism, civil disturbances, embargo and government activities.

Please refer to paragraph 3.10 of Part 1 of this Document.

Part II

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3. Business Risks

Competition

The sector in which the Enlarged Group will operate is competitive, and the Enlarged Group may facesignificant competition. There is no assurance that the Enlarged Group will be able to compete successfullyin such a market place in the future. In addition, the Enlarged Group cannot predict the pricing orpromotional activities of its competitors or their effect on its ability to market and sell its services. In orderto ensure that its services remain competitive, the Enlarged Group may be required to reduce its prices as aresult of price reductions or promotions by its competitors. This could adversely affect the Enlarged Group’sresults.

Key individuals

The Enlarged Group’s future performance, and that of any activities in which it invests, will depend heavilyon its ability to retain the services of its directors and to be able to retain and attract the services of suitablepersonnel and motivate them. Although such directors have entered into service agreements with theEnlarged Group or their services are contracted to the Enlarged Group, the loss of the services of any suchdirectors may have a material adverse affect on the business, operations, revenues and/or prospects of theEnlarged Group.

Strategy

Although the Enlarged Group has a defined strategy (see Part I of this Document), there can be no guaranteethat its objectives will be achieved on a timely basis or at all. The Enlarged Group’s future success willdepend on its directors’ ability to implement its outlined strategy.

Critical success factors

Paragraph 3.3 of Part I of this Document sets out the factors critical to the success of UTI. These are similarto the critical success factors of UTT, currently InterBulk’s largest business. If any of these critical successfactors move materially against the Enlarged Group, this could materially and adversely affect the EnlargedGroup’s results.

Potential loss of business through ongoing re-tender processes

The re-tender process within the industry means that the Group is susceptible to loss of customers orretention of customers’ business which may have less favourable terms. Given UTI’s high customer baseconcentration (see paragraph 3.7 of Part I of this Document), if the loss of a major customer were to occur,this could have a substantial impact on the Group’s profitability. Further, any business that is lost through there-tender process may also impact on empty positioning costs thereby further increasing the Group’s costsat a time when their revenues will decrease.

Adoption of innovative technology

If adoption of the innovative technology offered to customers by InBulk and substitution away from thetraditional methods of transporting Dry Bulk described in Part I of this Document are slower to take placethan anticipated, this may prevent InBulk from meeting its target growth rates.

Outsourcing

The Enlarged Group relies on third parties to provide critical elements of service. The Directors believe thatthis results in a business model with more flexibility and reduced fixed costs. However such reliance,especially in the case of the manufacture of Bag-in-Box liners in India by Linertech (a subsidiary of UTI),gives rise to a business risk if there was a failure to supply suitable products.

4. Technical Risks

In relation to those of its ISO-Veyor, ISO-Silo and CleanCat System products which the InterBulk Groupbelieves is appropriate to protect through patents, the InterBulk Group to date, has only received “patentpending” protection, as further described at paragraphs 4.2 and 4.3 of Part I and paragraph 16.1 of Part VII

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of this Document. Should it fail to receive full patent protection, there is a risk of a competitor replicatingand benefiting from this technology.

5. Requirement for Further Funds

In the opinion of the Directors, having made due and careful enquiry and taking into account the net proceedsof the Placing and the bank funding described in paragraph 12.4.1 of Part VII of this Document, the workingcapital available to the Enlarged Group will be sufficient for its present requirements, that is for at least thenext 12 months from the date of Admission.

However, it is possible that the Company will need to raise further funds in the future either to complete aproposed acquisition or investment or to raise further working or development capital for such an acquisitionor investment. There is no guarantee that the then prevailing market conditions will allow for such afundraising or that new investors will be prepared to subscribe for new Ordinary Shares at the same price asthe Placing Price or higher.

Although the Company may choose to issue new Ordinary Shares to satisfy all or part of any considerationpayable on an acquisition, vendors of suitable companies or businesses may not be prepared to accept sharestraded on AIM or may not be prepared to accept new Ordinary Shares at the quoted market price.

6. Taxation

There can be no certainty that the current taxation regime in the UK or overseas jurisdictions which thebusiness operates from will remain in force or that the current levels of corporate taxation will remainunchanged. There can be no assurance that there will be no amendment to the existing taxation lawsapplicable to the Enlarged Group’s operations, which may have a material adverse affect on the financialposition of the Enlarged Group.

The tax treatment of transactions (including loans) with other group companies depends upon comparisonswith equivalent transactions with unrelated parties. Such comparisons can be difficult to make, and there canbe no guarantee that the tax authorities will not seek to recover additional tax, or deny relief, in respect ofsuch transactions; in particular, by challenging the income recognised, or the tax relief claimed, in respect ofinterest charged on loans from, or supported by, related parties.

7. Exchange Rates

Substantial portions of the Enlarged Group’s trading activities will be conducted in foreign currencies,predominantly, but not exclusively, in Euros. As such the Enlarged Group’s operating profitability could benegatively impacted by fluctuations in the rate of exchange.

8. Exposure to Environmental Laws

The Enlarged Group’s involvement in the movement of hazardous chemicals places it under the scrutiny ofenvironmental laws and regulations. The requirements or stringency of applicable present or futureenvironmental laws and regulations may have a material adverse effect on the Enlarged Group’s business andfinancial condition. The Enlarged Group’s operations are subject to regulatory requirements relating toenvironmental matters. In general, environmental legislation and policies throughout the world are evolvingin a manner that has resulted in stricter standards and enforcement and more stringent fines and penalties fornon-compliance. However, it should be noted that the cargos carried by UTI tend to be less hazardous thanthose carried at present by InterBulk and therefore this risk is likely to diminish if the Proposals are approvedby Shareholders.

9. Risks of potential future acquisitions

The future performance of the Enlarged Group is heavily linked to the acquisition of UTI. As with anyacquisition, there are risks involved in the integration of these companies into the Enlarged Group, theachievement of synergies, the implementation of the Enlarged Group’s financial reporting procedures andthe forecasting of future performance.

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In the future, as part of its growth strategy, the Enlarged Group may acquire other companies or businesses.Acquisitions by the Enlarged Group may require the use of significant sums of cash, dilutive issues of equitysecurities and the incurrence of debt each of which could materially and adversely affect the EnlargedGroup’s business, results of operations, financial condition or the market price of the Ordinary Shares. Inaddition, acquisitions involve numerous risks, including difficulties in the assimilation of the operations ofany acquired business or company and the diversion of management attention from other business concerns.

10. Risk of Future Litigation or Other Proceedings

You are referred to paragraphs 13 and 14 of Part VII of this Document which detail matters which couldmaterially and adversely impact on the Enlarged Group.

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PART III

HISTORICAL FINANCIAL INFORMATION ON INTERBULKINVESTMENTS PLC

Reproduced below is an extract from the annual report and accounts, including the auditor's report for theperiod ended 30 September 2006. The cross references to page numbers within this extract refer to the pagenumbers in the original report and accounts. The original pagination and page numbering of the annual reportand accounts has not been retained.

“Independent Auditors’ Report to the Members of InterBulk Investments Plc

We have audited the Group and Parent Company financial statements (the “financial statements’’) ofInterBulk Investments plc for the period ended 30 September 2006 which comprise the Group IncomeStatement, the Group and Parent Company Statements of Recognised Income and Expense, the Group andParent Company Balance Sheets, the Group and Parent Company Cash Flow Statements and the relatednotes. These financial statements have been prepared under the accounting policies set out therein.

Respective responsibilities of directors and auditors

The directors’ responsibilities for preparing the Annual Report and the financial statements in accordancewith applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EuropeanUnion are set out in the Statement of Directors’ Responsibilities.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatoryrequirements and International Standards on Auditing (UK and Ireland). This report, including the opinion,has been prepared for and only for the Company’s members as a body in accordance with Section 235 of theCompanies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assumeresponsibility for any other purpose or to any other person to whom this report is shown or into whose handsit may come save where expressly agreed by our prior consent in writing.

We report to you our opinion as to whether the financial statements give a true and fair view and whether thefinancial statements have been properly prepared in accordance with the Companies Act 1985. We alsoreport to you whether in our opinion the information given in the Directors’ Report is consistent with thefinancial statements. The information given in the Directors’ Report includes that specific informationpresented in the Chairman’s Statement, the Chief Executive’s Review and the Financial Review that is crossreferred from the Business Review section of the Directors’ Report.

In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if wehave not received all the information and explanations we require for our audit, or if information specifiedby law regarding directors’ remuneration and other transactions is not disclosed.

We read other information contained in the Annual Report and consider whether it is consistent with theaudited financial statements. The other information comprises only the Directors’ Report, the Directors’Remuneration Report, the Chairman’s Statement, the Chief Executive’s Review, the Financial Review, theBoard of Directors, and the Corporate Governance Report. We consider the implications for our report if webecome aware of any apparent misstatements or material inconsistencies with the financial statements. Ourresponsibilities do not extend to any other information.

We also, at the request of the Directors (because the Company applies the Financial Services Authoritylisting rules as if it were a listed company), review whether the Corporate Governance Statement reflects theCompany’s compliance with the nine provisions of the Combined Code (2003) specified for our review bythe Listing Rules of the Financial Services Authority, and we report if it does not. We are not required toconsider whether the board’s statements on internal control cover all risks and controls, or form an opinionon the effectiveness of the Company’s corporate governance procedures or its risk and control procedures.

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Basis of audit opinion

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued bythe Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to theamounts and disclosures in the financial statements. It also includes an assessment of the significantestimates and judgments made by the directors in the preparation of the financial statements, and of whetherthe accounting policies are appropriate to the Group’s and Company’s circumstances, consistently appliedand adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance that thefinancial statements are free from material misstatement, whether caused by fraud or other irregularity orerror. In forming our opinion we also evaluated the overall adequacy of the presentation of information inthe financial statements.

Opinion

In our opinion:

• the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by theEuropean Union, of the state of the Group’s affairs as at 30 September 2006 and of its profit and cashflows for the period then ended;

• the Parent Company financial statements give a true and fair view, in accordance with IFRSs asadopted by the European Union as applied in accordance with the provisions of the Companies Act1985, of the state of the Parent Company’s affairs as at 30 September 2006 and cash flows for theperiod then ended;

• the financial statements have been properly prepared in accordance with the Companies Act 1985; and

• the information given in the Directors’ Report is consistent with the financial statements.

PricewaterhouseCoopers LLP

Chartered Accountants and Registered Auditors

Glasgow

20 February 2007

Notes:

Uncertainty regarding legal requirements is compounded as information published on the internet is accessible in many countries withdifferent legal requirements relating to the preparation and dissemination of financial statements.

The maintenance and integrity of the InterBulk Investments plc website is the responsibility of the Directors; the work carried out bythe auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changesthat may have occurred to the financial statements since they were initially presented on the website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation inother jurisdictions.

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Group Income Statement

For the period ended 30 September 2006

9 month period 8 December 2004to 30 September to 31 December

2006 2005Notes £’000 £’000

Revenue 3 59,090 –Cost of sales (50,245) –

————— —————Gross profit 8,845 –Administrative expenses (5,396) (217)Other expenses (18) –

————— —————Operating profit/(loss) 4 3,431 (217)

————— —————Finance income 7 72 6Finance expenses 8 (1,988) –Other finance expenses – pension (19) –

————— —————(1,935) 6

————— —————Profit/(loss) before taxation 1,496 (211)Taxation 9 (580) –

————— —————Profit/(loss) for the period 916 (211)

————— —————Earnings per £0.1 share (2005 : per £0.1

share – restated)– Basic (GBP) 11 1.2p (2.9)p– Diluted (GBP) 11 1.2p (2.9)p

Acquired Operations

During the period ended 31 December 2005 the Company had no trading subsidiaries. On the 28 February2006 the Company acquired the entire issued share capital of United Transport Tankcontainers Holdings BVand the remainder of the share capital of InBulk Technologies Limited the Company did not already own.THE NINE MONTH PERIOD TO 30 SEPTEMBER 2006 INCLUDES THE RESULTS OF THESESUBSIDIARIES FROM THIS DATE BEING SEVEN OF THE NINE MONTHS. For the first two monthsof the financial period the Company did not trade and incurred administrative costs of £38,785. This amountis not considered material and consequently, the full income statement has been treated as acquiredoperations for the period. None of the Company’s activities were discontinued during the period.

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Group and Company Statement of Recognised Income and Expense

For the period ended 30 September 2006

Group Company9 month period to 9 month period to

30 September 30 September2006 2006

£’000 £’000

Net exchange differences on retranslation of foreign operations 21 –Net losses on net investment hedge taken to equity (9) –Net losses on cashflow hedge taken to equity (74) –Actuarial gains on retirement benefit obligations 34 –Movement of deferred tax on retirement benefit obligations (10) –

————— —————Net losses not recognised in income statement (38) –

————— —————Profit for the financial period 916 1,903

————— —————Total recognised income for the period 878 1,903

————— —————

Prior period comparative – 8 December 2004 to 31 December 2005

For the period 8 December 2004 to 31 December 2005 the Company had no recognised income and expensesother than the loss for the period. Consequently no Statement of Recognised Income and Expense is shownfor this period.

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Group and Company Balance Sheets

At 30 September 2006Group Company

30 September 31 December 30 September 31 December2006 2005 2006 2005

Notes £’000 £’000 £’000 £’000ASSETSNon-current assetsGoodwill 13 49,485 – – –Other intangible assets 14 916 – – –Property, plant and equipment 15 28,866 – – –Investments 17 – 1,583 31,452 1,583Financial assets 18 – – 2,139 –Deferred tax assets 9 388 – – –

––––––––– ––––––––– ––––––––– –––––––––79,655 1,583 33,591 1,583

––––––––– ––––––––– ––––––––– –––––––––Current assetsInventories 20 1,273 – – –Trade and other receivables 21 14,825 260 4,508 260Current tax – – 184 –Cash at bank and in hand 6,552 177 – 177

––––––––– ––––––––– ––––––––– –––––––––22,650 437 4,692 437

––––––––– ––––––––– ––––––––– –––––––––Total assets 102,305 2,020 38,283 2,020

––––––––– ––––––––– ––––––––– –––––––––LIABILITIESCurrent liabilitiesFinancial liabilities 22 (3,972) – (2,370) –Trade and other payables 23 (23,853) (130) (294) (130)Current tax liabilities (107) – – –

––––––––– ––––––––– ––––––––– –––––––––(27,932) (130) (2,664) (130)

––––––––– ––––––––– ––––––––– –––––––––Non-current liabilitiesFinancial liabilities 22 (48,878) – (12,209) –Trade and other payables 23 (332) – – –Deferred tax liabilities 9 (2,074) – – –Retirement benefit obligations 31 (815) – – –

––––––––– ––––––––– ––––––––– –––––––––(52,099) – (12,209) –

––––––––– ––––––––– ––––––––– –––––––––Total liabilities (80,031) (130) (14,873) (130)

––––––––– ––––––––– ––––––––– –––––––––Net assets 22,274 1,890 23,410 1,890

––––––––– ––––––––– ––––––––– –––––––––SHAREHOLDERS’ EQUITYOrdinary shares 27 9,789 914 9,789 914Share premium 28 8,079 1,187 8,079 1,187Earn-out shares 28 3,850 – 3,850 –Retirement benefit obligations

reserve 28 24 – – –Cumulative translation reserve 28 12 – – –Hedge reserve 28 (74) – – –Retained earnings 28 594 (211) 1,692 (211)

––––––––– ––––––––– ––––––––– –––––––––Total equity attributable to

shareholders 28 22,274 1,890 23,410 1,890––––––––– ––––––––– ––––––––– –––––––––

The financial statements were approved by the Board of Directors on 20 February 2007 and were signed onits behalf by:

William Thomson Roel MolenaarChairman Finance Director

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Group Cash Flow Statement

For the period ended 30 September 2006

9 months to 8 December to30 September 31 December

2006 2005Notes £’000 £’000

Cashflows from operating activitiesCash generated from operations 29 6,795 (347)Tax paid (1,025) –

————— —————Net cash flow from operating activities 5,770 (347)

————— —————Cashflows from investing activitiesInterest received 53 6Sale of property, plant and equipment 97 –Proceeds from sale of investment 39 –Acquisition of subsidiaries (24,493) –Cash acquired on purchase of subsidiaries 5,003 –Purchases of property, plant and equipment (net of finance lease) (400) –Payments to acquire intangible fixed assets (11) –Payment to acquire investments – (1,583)

————— —————Net cash flow from investing activities (19,712) (1,577)

————— —————Cashflows from financing activitiesInterest paid (1,969) –Proceeds from share issues (net of issue costs) 12,516 2,101Proceeds from borrowings 37,170 –Repayment of borrowings (26,225) –Repayment of capital element of finance leases (1,039) –

————— —————Net cash flow from financing activities 20,453 2,101

————— —————Increase in cash and cash equivalents 6,511 177Effect of exchange rates on cash and cash equivalents (136) –Cash and cash equivalents at the beginning of the period 177 –

————— —————Cash and cash equivalents at the end of the period 29 6,552 177

————— —————The accompanying notes are an integral part of this cash flow statement.

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Company Cash Flow Statement

For the period ended 30 September 2006

9 months to 8 December to30 September 31 December

2006 2005Notes £’000 £’000

Cashflows from operating activitiesCash generated from operations 29 (515) (347)Tax paid – –

————— —————Net cash flow from operations (515) (347)

————— —————Cashflows from investing activitiesInterest received 3 6Acquisition of subsidiaries (24,493) –Investment in subsidiaries (100) –Purchase of property, plant and equipment (net of finance lease) – –Payments to acquire investments – (1,583)Loans to subsidiary (600) –

————— —————Net cash flow from investing activities (25,190) (1,577)

————— —————Cashflows from financing activitiesInterest paid (466) –Proceeds from share issues (net of issue costs) 12,516 2,101Proceeds from borrowings 12,133 –Repayment of borrowings (188) –

————— —————Net cash flow from financing activities 23,995 2,101

————— —————Increase in cash and cash equivalents (1,710) 177Effect of exchange rates on cash and cash equivalents – –Cash and cash equivalents at the beginning of the period 177 –

————— —————Cash and cash equivalents at the end of the period 29 (1,533) 177

————— —————The accompanying notes are an integral part of this cash flow statement.

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Notes to the financial statements

30 September 2006

1. Authorisation of Financial Statements and Statement of Compliance with IFRSs

This financial information comprises balance sheets for the Group and Company as of 30 September 2006and Group income statement, Group and Company statements of recognised income and expenses, cash flowstatements and related notes for the nine months then ended of InterBulk Investments plc (hereinafterreferred to as ‘financial information’).

On 28 February 2006 the Company changed its accounting reference date to 30 September being the existingaccounting reference date of United Transport Tankcontainers Holdings BV. The fact that no tradingsubsidiaries existed prior to 28 February 2006 makes the prior period amounts for the income statement,balance sheet, changes in equity, cashflows and related notes not comparable.

The Group’s and Company’s financial statements of InterBulk Investments PLC (the ‘Company’) for theperiod ended 30 September 2006 were authorised for issue by the board of the directors on 20 February 2007and the balance sheets were signed on the board’s behalf by William Thomson and Roel Molenaar. InterBulkInvestments PLC is a public limited company incorporated in England. The Company’s ordinary shares aretraded on the London Stock Exchange Alternative Investment Market (AIM).

Basis of preparation

The Group’s financial statements have been prepared in accordance with International Financial ReportingStandards (“IFRS”), International Accounting Standards (“IAS”) and IFRIC interpretation endorsed by theEuropean Union (“EU”)). The Company’s financial statements have been prepared in accordance with IFRSsas adopted for use in the European Union and as applied in accordance with the provisions of the CompaniesAct 1985 applicable to companies reporting under IFRS. The principal accounting policies adopted by theGroup and by the Company are set out in note 2. These policies have been consistently applied to the periodspresented, unless otherwise stated. The Company has taken advantage of the exemption provided undersection 230 of the Companies Act 1985 not to publish its individual income statement and related notes.

The financial statements have been prepared under the historical cost convention as modified by therevaluation of derivative financial instruments.

The accounting policies which follow are a summary of the more important group accounting polices andset out those policies which apply in preparing the financial statements for the period ended 30 September2006.

The consolidated financial statements are presented in Sterling and all values are rounded to the nearest£’000 except where otherwise indicated.

The preparation of financial statements in conformity with IFRS requires the use of certain criticalaccounting estimates. It also requires management to exercise its judgement in the process of applying theGroup’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas whereassumptions and estimates are significant to the consolidated financial statements, are set out in the financialreview. Although these estimates are based on management’s best knowledge the amounts, events, actionsor actual results ultimately may differ.

2. Accounting policies

Changes in accounting policies

Previously the Group prepared its audited annual financial statements under UK Generally AcceptedAccounting Practice (“UK GAAP”). This is the first year International Financial Reporting Standards(“IFRS”) has been applied. Comparatives are required to be restated from UK GAAP to comply with IFRS.The Group’s transition date is 8 December 2004. The Group prepared its opening balance sheet at that date.The reporting date of these consolidated financial statements is 30 September 2006. The Group’s IFRSadoption date is 8 December 2004. A review of the prior period comparatives prepared under UK GAAP

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concluded that the restatement to IFRS did not require any adjustments to previously presented financialinformation. As a result no reconciliation of income statement, balance sheet, changes in equity andcashflows to IFRS is required.

Basis of consolidation

The Group financial statements consolidate the financial statements of InterBulk Investments PLC and theentities it controls (its subsidiaries) drawn up to 30 September each year.

Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtainscontrol, and continue to be consolidated until the date that such control ceases. Control comprises the powerto govern the financial and operating policies of the investee so as to obtain benefit from its activities and isachieved through direct or indirect ownership of voting rights; currently exercisable or convertible potentialvoting rights; or by way of contractual agreement. The financial statements of subsidiaries are prepared forthe same reporting year as the Parent Company, using consistent accounting policies. All inter-companybalances and intra-group transactions, including unrealised profits arising from them, are eliminated.

Foreign currency translation

Company

Transactions in foreign currencies are initially recorded in the functional currency by applying the spotexchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreigncurrencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. Alldifferences are taken to the income statement, except where hedge accounting is applied. Non-monetaryitems that are measured in terms of historical cost in a foreign currency are translated using the exchangerates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreigncurrency are translated using the exchange rates at the date when the fair value was determined.

Group

Transactions in foreign currencies are initially recorded in the functional currency by applying the spotexchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreigncurrencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. Alldifferences are taken to the income statement, except when hedge accounting is applied and for differenceson monetary assets and liabilities that form part of the Group’s net investment in a foreign operation. Theseare taken directly to equity until the disposal of the net investment, at which time they are recognised in profitor loss.

The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at thebalance sheet date. Income and expenses are translated at weighted average exchange rates for the year. Theresulting exchange differences are taken directly to a separate component of equity, the cumulativetranslation reserve. On disposal of a foreign entity, the deferred cumulative amount recognised in equityrelating to that particular foreign operation is recognised in the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated usingthe exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in aforeign currency are translated using the exchange rates at the date when the fair value was determined.

Business Combinations

Under the requirements of IFRS 3, all business combinations are accounted for using the purchase method(“acquisition accounting”).

Under this method, the acquiree’s identifiable assets, liabilities and contingent liabilities that satisfy therecognition criteria of IFRS 3 are measured initially at their fair values as at the date of acquisition, exceptfor non-current assets classified as held for sale, which are measured at fair value less costs to sell.

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Only identifiable liabilities that satisfy the criteria for recognition as a liability by the acquiree are recognisedin a business combination. Consequently, restructuring liabilities are not recognised as a liability of theacquiree unless the acquiree has an obligation as at the date of the acquisition to carry out the restructuring.

The cost of a business combination is the aggregate of the fair values, at the date of exchange, of assets given,liabilities incurred or assumed, equity instruments issued by the acquirer and any costs directly attributableto the business combination. The cost of a business combination is allocated at the acquisition date byrecognising the acquiree’s identifiable assets, liabilities and contingent liabilities that satisfy the recognitioncriteria, at their fair values at that date. The acquisition date is the date on which the acquirer effectivelyobtains control of the acquiree. An intangible asset, such as customer relationships, brands, patents androyalties, is recognised if it meets the definition of an intangible asset in IAS 38 ‘Intangible asset’, and itsfair value can be measured reliably.

Adjustments to the values of assets and liabilities initially determined provisionally (pending the results ofindependent valuations or further analysis) are recognised as a retrospective adjustment to goodwill if theyare made within twelve months of the acquisition date. Once this twelve-month period has elapsed, theeffects of any adjustments are recognised directly in the income statement, unless they qualify as an errorcorrection.

Goodwill

Any excess of the cost of the business combination over the Group’s interest in the net fair value of theidentifiable assets, liabilities and contingent liabilities is recognised in the balance sheet as goodwill and isnot amortised. To the extent that the net fair value of the acquired entity’s identifiable assets, liabilities andcontingent liabilities is greater than the cost of the investment, a gain is recognised immediately in theincome statement.

After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carryingvalue being reviewed for impairment, at least annually and whenever events or changes in circumstancesindicate that the carrying value may be impaired.

For the purpose of impairment testing, goodwill is allocated to the related cash-generating units monitoredby management, usually at business segment level or statutory company level as the case may be. Where therecoverable amount of the cash-generating unit is less than its carrying amount, including goodwill, animpairment loss is recognised in the income statement. Impairment losses on goodwill are not reversed.

The carrying amount of goodwill allocated to a cash-generating unit is taken into account when determiningthe gain or loss on disposal of the unit, or of an operation within it.

Other intangible assets

Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquiredas part of a business combination is recognised outside goodwill if the asset is separable or arises fromcontractual or other legal rights and its fair value can be measured reliably. Expenditure on internallydeveloped intangible assets, excluding development costs, is taken to the income statement in the year inwhich it is incurred. Development expenditure is recognised as an intangible asset only after its technicalfeasibility and commercial viability can be demonstrated.

Intangible assets with a finite life are amortised on a straight line basis over their expected useful lives, asfollows:

• patents, licences and trademarks – over the duration of the legal agreement;

• development expenditure – 3 to 6 years.

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The carrying value of intangible assets is reviewed for impairment whenever events or changes incircumstances indicate the carrying value may not be recoverable. In addition, the carrying value ofcapitalised development expenditure is reviewed for impairment annually before being brought into use.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairmentlosses. Such cost includes costs directly attributable to making the asset capable of operating as intended.Borrowing costs attributable to assets under construction are recognised as an expense as incurred.

Depreciation is provided on all property, plant and equipment, at rates calculated to write off the cost, lessestimated residual value based on prices prevailing at the balance sheet date, of each asset evenly over itsexpected useful life as follows:

Tankcontainers – 5% per annum

Others, which consists of mainly computer equipment and office furniture – 20-33% per annum

The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheetdate. The carrying values of property, plant and equipment are reviewed for impairment when events orchanges in circumstances indicate the carrying value may not be recoverable.

Leases

Assets held under finance leases, which transfer to the Group substantially all the risks and benefitsincidental to ownership of the leased item, are capitalised at the inception of the lease, with a correspondingliability being recognised for the fair value of the leased asset or, if lower, the present value of the minimumlease payments. Lease payments are apportioned between the reduction of the lease liability and financecharges in the income statement so as to achieve a constant rate of interest on the remaining balance of theliability. Assets held under finance leases are depreciated over the shorter of the estimated useful life of theasset and the lease term.

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classifiedas operating leases and rentals payable are charged in the income statement on a straight line basis over thelease term.

Impairment of assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. Ifany such indication exists, or when annual impairment testing for an asset is required, the Group makes anestimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset,unless the asset does not generate cash inflows that are largely independent of those from other assets orgroups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset isconsidered impaired and is written down to its recoverable amount. In assessing value in use, the estimatedfuture cash flows are discounted to their present value using a pre-tax discount rate that reflects currentmarket assessments of the time value of money and the risks specific to the asset. Impairment losses ofcontinuing operations are recognised in the income statement in those expense categories consistent with thefunction of the impaired asset.

An assessment is made at each reporting date as to whether there is any indication that previously recognisedimpairment losses may no longer exist or may have decreased. If such indication exists, the recoverableamount is estimated. A previously recognised impairment loss is reversed only if there has been a change inthe estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.If that is the case the carrying amount of the asset is increased to its recoverable amount. That increasedamount cannot exceed the carrying amount that would have been determined, net of depreciation, had noimpairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or lossunless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase.

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After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revisedcarrying amount, less any residual value, on a systematic basis over its remaining useful life.

Financial assets

Financial assets in the scope of IAS 39 are classified as financial assets at fair value through profit or loss;loans and receivables; held-to-maturity investments; or as available-for-sale financial assets, as appropriate.The Group determines the classification of its financial assets at initial recognition and re-evaluates thisdesignation at each financial year end. When financial assets are recognised initially, they are measured atfair value, being the transaction price plus, in the case of financial assets not at fair value through profit orloss, directly attributable transaction costs.

All regular purchases and sales of financial assets are recognised on the trade date, being the date that theGroup commits to purchase or sell the asset. Regular transactions require delivery of assets within thetimeframe generally established by regulation or convention in the market place. The subsequentmeasurement of financial assets depends on their classification, as follows:

Financial assets at fair value through profit or loss

Financial assets classified as held for trading and other assets designated as such on inception are includedin this category. Financial assets are classified as held for trading if they are acquired for sale in the shortterm. Derivatives are also classified as held for trading unless they are designated as hedging instruments.Assets are carried in the balance sheet at fair value with gains or losses on financial assets at fair valuethrough profit or loss are recognised in the income statement.

Held-to-maturity investments

Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group has the positive intention and ability to hold to maturity. Held to maturityinvestments are carried at amortised cost using the effective interest method. Gains and losses are recognisedin income when the investments are derecognised or impaired, as well as through the amortisation process.Investments intended to be held for an undefined period are not included in this classification.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are notquoted in an active market, do not qualify as trading assets and have not been designated as either fair valuethrough profit and loss or available for sale. Such assets are carried at amortised cost using the effectiveinterest method if the time value of money is significant. Gains and losses are recognised in income whenthe loans and receivables are derecognised or impaired, as well as through the amortisation process.

Available-for-sale financial assets

Available-for-sale financial assets are those non-derivative financial assets that are designated as such or arenot classified in any of the three preceding categories. After initial recognition available-for sale financialassets are measured at fair value with gains or losses being recognised as a separate component of equityuntil the investment is derecognised or until the investment is determined to be impaired at which time thecumulative gain or loss previously reported in equity is included in the income statement.

Fair values

The fair value of quoted investments is determined by reference to bid prices at the close of business on thebalance sheet date. Where there is no active market, fair value is determined using valuation techniques.These include using recent arm’s length market transactions; reference to the current market value of anotherinstrument which is substantially the same; discounted cash flow analysis and pricing models. Otherwiseassets will be carried at cost.

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Impairment of financial assets

The Group assesses at each balance sheet date whether a financial asset or group of financial assets isimpaired.

Assets carried at amortised cost

If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost hasbeen incurred, the amount of the loss is measured as the difference between the asset’s carrying amount andthe present value of estimated future cash flows (excluding future credit losses that have not been incurred)discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed atinitial recognition). The carrying amount of the asset is reduced, with the amount of the loss recognised inadministration costs.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be relatedobjectively to an event occurring after the impairment was recognised, the previously recognised impairmentloss is reversed. Any subsequent reversal of an impairment loss is recognised in the income statement, to theextent that the carrying value of the asset does not exceed its amortised cost at the reversal date.

Assets carried at cost

If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried atfair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to andmust be settled by delivery of such an unquoted equity instrument, has been incurred, the amount of the lossis measured as the difference between the asset’s carrying amount and the present value of estimated futurecash flows discounted at the current market rate of return for a similar financial asset.

Available-for-sale financial assets

If an available-for-sale asset is impaired, an amount comprising the difference between its cost (net of anyprincipal payment and amortisation) and its fair value is transferred from equity to the income statement.Reversals of impairment losses on debt instruments are reversed through the income statement, if theincrease in fair value of the instrument can be objectively related to an event occurring after the impairmentloss was recognised in the income statement. Reversals in respect of equity instruments classified asavailable-for-sale are not recognised in the income statement.

Investments

Fixed asset investments are shown at cost less provision for impairment.

Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is based on estimatedselling price, less further costs expected to be incurred to completion and disposal. Provision is made forobsolete, slow moving stock or defective items where appropriate.

Trade and other receivables

Trade receivables, which generally have 30-60 day terms, are recognised and carried at the lower of theiroriginal invoiced value and recoverable amount. Where the time value of money is material, receivables arecarried at amortised cost. Provision is made when there is objective evidence that the Group will not be ableto recover balances in full. Balances are written off when the probability of recovery is assessed as beingremote.

Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at banks and in hand and short-term depositswith an original maturity of three months or less. For the purpose of the consolidated cash flow statement,cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bankoverdrafts.

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Interest bearing loans and borrowings

All loans and borrowings are initially recognised at fair value less directly attributable transaction costs.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised costusing the effective interest method.

Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognisedrespectively in finance income and finance expense.

Taxation including deferred tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to thetaxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheetdate.

Deferred tax is recognised in full on all temporary differences arising between the tax bases of assets andliabilities and their carrying amounts in the financial statements, with the following exceptions:

• where the temporary difference arises from the initial recognition of goodwill or of an asset or liabilityin a transaction that is not a business combination that at the time of the transaction affects neitheraccounting nor taxable profit or loss;

• in respect of taxable temporary differences associated with investments in subsidiaries, associates andjoint ventures, where the timing of the reversal of the temporary differences can be controlled and itis probable that the temporary differences will not reverse in the foreseeable future; and

• deferred income tax assets are recognised only to the extent that it is probable that taxable profit willbe available against which the deductible temporary differences, carried forward tax credits or taxlosses can be utilised.

Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected toapply when the related asset is realised or liability is settled, based on tax rates and laws enacted orsubstantively enacted at the balance sheet date.

Income tax is charged or credited directly to equity if it relates to items that are credited or charge to equity.Otherwise income tax is recognised in the income statement.

Provisions

A provision is recognised when the Group has a legal or constructive obligation as a result of a past eventand it is probable that an outflow of economic benefits will be required to settle the obligation. If the effectis material, expected future cash flows are discounted using a current pre-tax rate that reflects, whereappropriate, the risks specific to the liability.

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance policy,the reimbursement is recognised as a separate asset but only when recovery is virtually certain. The expenserelating to any provision is presented in the income statement net of any reimbursement. Where discountingis used, the increase in the provision due to unwinding the discount is recognised as a finance cost.

Derivative financial instruments and hedging

The Group uses derivative financial instruments such as forward currency contracts and interest rate swapsto hedge its risks associated with foreign currency and interest rate fluctuations. Such derivative financialinstruments are initially recognised at fair value on the date on which a derivative contract is entered into andare subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive andas liabilities when the fair value is negative.

The fair value of forward currency contracts is calculated by reference to current forward exchange rates forcontracts with similar maturity profiles. The fair value of interest rate swap contracts is determined byreference to market values for similar instruments.

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For those derivatives designated as hedges and for which hedge accounting is desired, the hedgingrelationship is documented at its inception. This documentation identifies the hedging instrument, the hedgeditem or transaction, the nature of the risk being hedged and how effectiveness will be measured throughoutits duration. Such hedges are expected at inception to be highly effective.

For the purpose of hedge accounting, hedges are classified as

• fair value hedges when hedging the exposure to changes in the fair value of a recognised asset orliability; or

• cash flow hedges when hedging exposure to variability in cash flows that is either attributable to aparticular risk associated with a recognised asset or liability or a highly probable forecast transaction.

Any gains or losses arising from changes in the fair value of derivatives that do not qualify for hedgeaccounting are taken to the income statement. The treatment of gains and losses arising from revaluingderivatives designated as hedging instruments depends on the nature of the hedging relationship, as follows:

Fair value hedges

For fair value hedges, the carrying amount of the hedged item is adjusted for gains and losses attributable tothe risk being hedged; the derivative is remeasured at fair value and gains and losses from both are taken toprofit or loss. For hedged items carried at amortised cost, the adjustment is amortised through the incomestatement such that it is fully amortised by maturity. When an unrecognised firm commitment is designatedas a hedged item, this gives rise to an asset or liability in the balance sheet, representing the cumulativechange in the fair value of the firm commitment attributable to the hedged risk. The Group discontinues fairvalue hedge accounting if the hedging instrument expires or is sold, terminated or exercised, the hedge nolonger meets the criteria for hedge accounting or the Group revokes the designation.

Cash flow hedges

For cash flow hedges, the effective portion of the gain or loss on the hedging instrument is recogniseddirectly in equity, while the ineffective portion is recognised in profit or loss. Amounts taken to equity aretransferred to the income statement when the hedged transaction affects profit or loss, such as when aforecast sale or purchase occurs. Where the hedged item is the cost of a non-financial asset or liability, theamounts taken to equity are transferred to the initial carrying amount of the non-financial asset or liability.

If a forecast transaction is no longer expected to occur, amounts previously recognised in equity aretransferred to profit or loss. If the hedging instrument expires or is sold, terminated or exercised withoutreplacement or rollover, or if its designation as a hedge is revoked, amounts previously recognised in equityremain in equity until the forecast transaction occurs and are transferred to the income statement or to theinitial carrying amount of a non-financial asset or liability as above. If the related transaction is not expectedto occur, the amount is taken to profit or loss.

Employee benefits

Wages, salaries, social security contributions, paid annual leave and sick leave, bonuses and non-monetarybenefits are accrued in the year in which the associated services are rendered by the employees of the Group.Where the Group provides long-term employee benefits, the cost is accrued to match the rendering of theservices by the employees concerned.

Pension arrangements

The Group has a defined contribution pension scheme under which it pays fixed contributions to a third partyinsurance company. The Group also operates a defined benefit scheme for two of the Directors.

For defined benefit schemes the amounts charged to operating profit are the current service costs and gainsand losses on settlements and curtailments. They are included as part of staff costs. Past service costs arerecognised immediately in the income statement if the benefits have vested. If the benefits have not vestedimmediately, the costs are recognised over the period until the vesting occurs. The interest cost and the

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expected return on assets are shown as a net amount of other finance costs or credits. Actuarial gains andlosses are recognised immediately in the statement of recognised gains and losses.

Defined benefit schemes are funded, with the assets of the scheme held separately from those of theCompany, in separate trustee administered funds. Pension scheme assets are measured at fair value andliabilities are measured on an actuarial basis using the projected unit method and discounted at a rateequivalent to the current rate of return on a high quality corporate bond of equivalent currency and term tothe scheme liabilities. The actuarial valuations are obtained annually at the balance sheet date. The resultingdefined benefit asset or liability is shown on the face of the balance sheet.

For defined contribution schemes the amount charged to the income statement in respect of pension costsand other post-retirement benefits is the contributions payable in the period. Differences betweencontributions payable in the period and contributions actually paid are shown as either accruals orprepayments in the balance sheet.

Classification of shares as debt or equity

When shares are issued, any component that creates a financial liability of the Company or Group ispresented as a liability in the balance sheet; measured initially at fair value net of transaction costs andthereafter at amortised cost until extinguished on conversion or redemption. The corresponding dividendsrelating to the liability component are charged as interest expense in the income statement. The initial fairvalue of the liability component is determined using a market rate for an equivalent liability without aconversion feature.

The remainder of the proceeds on issue is allocated to the equity component and included in shareholders’equity, net of transaction costs. The carrying amount of the equity component is not remeasured insubsequent years.

Transaction costs are apportioned between the liability and equity components of the shares based on theallocation of proceeds to the liability and equity components when the instruments are first recognised.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group andthe revenue can be reliably measured. Revenue is measured at the fair value of the consideration received,excluding discounts, rebates, VAT and other sales taxes or duty. Revenue from logistics services usingtankcontainers is recognised on the stage of completion of such services at the year-end date recognising thegreater significance of specific acts in the successful completion of contractual obligations. Capital sales arerecognised on transfer of ownership of the containers.

Interest Income

Interest income is recognised as interest accrues.

Borrowing Costs

Borrowing costs are recognised as an expense when incurred.

Segmental Reporting

The Directors consider that the risks and rates of return are strongly affected by both differences in itsservices and differences in the geographical areas in which it operates. The Directors consider that there isonly one business segment being the provision of logistics services given that activity in the period wasconducted almost exclusively in relation to this. Other activities such as capital sales of specialist dry bulkcontainers (“ISO-Veyers”) and material handling services for specialist catalysts (“Clean-Cat Service”) arebusiness segments, but each of these is below 10% of the Group’s activity, and therefore are not reportablesegments. Consequently, no business segments are presented as primary segments.

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New standards and interpretations not applied

During the year, the IASB and IFRIC have issued the following standards and interpretations with aneffective date after the date of these financial statements:

International Accounting Standards (IAS / IFRSs) Effective date

IFRS 7: “Financial Instruments: Disclosures” 1 January 2007

International Financial Reporting Interpretations Committee (IFRIC)

IFRIC 7: “Applying the restatement approach under IAS 29 Financial Reporting in Hyperinflationary Economies” 1 March 2006

IFRIC 8: “Scope of IFRS 2” 1 May 2006

IFRIC 9: “Reassessment of embedded derivatives” 1 June 2006

IFRIC 10: “Interims and impairment” 1 November 2006

IFRIC 11: “IFRS 2 – Group and treasury share transactions” 1 March 2007

IFRIC 12: “Service concession arrangements” 1 January 2008

The Directors do not anticipate that the adoption of these standards and interpretations , where relevant forthe Group, will have a material impact on the Group’s financial statements in the period of initial application.

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3. Segment Information

Following reassessment of the dominant source of risks and returns of the Group, the Directors consider thatthe risks and rates of return are strongly affected by both differences in its services and differences in thegeographical areas in which it operates. The Directors consider that there is only one business segment beingthe provision of logistics services given that activity in the period was conducted almost exclusively inrelation to this. Other activities such as capital sales of specialist dry bulk containers (“ISO-Veyors”) andmaterial handling services for specialist catalysts (“Clean-Cat Service”) are business segments, but each ofthese is below 10% of the Group’s activity, and therefore are not reportable segments. Consequently, nobusiness segments are presented as primary segments.

The operations are based on five geographical areas. The analysis by geographical area of the Group’sturnover, segment result and net assets is set out below. The sales analysis set out below is based on thelocation where the order is received and where the assets are located.

9 months to 30 September 2006Mainland United

Europe Kingdom Scandinavia Americas Asia Eliminations Total£’000 £’000 £’000 £’000 £’000 £’000 £’000

RevenueSales to external customers 23,192 15,498 5,845 8,896 5,659 – 59,090Inter-segment sales – – – – – – –

————– ————– ————– ————– ————– ————– ————–23,192 15,498 5,845 8,896 5,659 – 59,090

————– ————– ————– ————– ————– ————– ————–ResultsSegment result 2,532 377 251 476 141 – 3,777Unallocated expenses (346)

————–Group operating profit 3,431

————–Net finance expenses (1,935)

————–Profit before taxation 1,496Taxation (580)

————–Net profit for the year 916

————–Assets and liabilitiesSegment assets 37,121 48,107 3,618 2,015 1,929 2,963 95,753Unallocated assets 6,552

————–Total assets 102,305

————–Segment liabilities (10,202) (10,402) (407) (904) (1,633) (2,963) (26,511)Unallocated liabilities (53,520)

————–Total liabilities (80,031)

————–Other segment informationCapital expenditure (including

acquisitions in the period):– Property, plant

& equipment (NBV) 22,712 5,710 4 6 434 28,866– Intangible fixed assets (NBV) – 916 – – – 916Depreciation in the period 989 622 3 3 17 1,634Amortisation in the period – 38 – – – 38

Inter-segment transfers or transactions are entered into under the normal commercial terms and conditionsthat would also be available to unrelated third parties.

Unallocated expenses relate to expenditure on the entity as a whole and are controlled by head office throughtheir strategic decision making process.

Unallocated assets comprise primarily cash and derivatives as well as those assets which are used for generalhead office purposes. Unallocated liabilities primarily comprise Group borrowings, income tax payable aswell as liabilities relating to general head office activities.

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Prior period comparative – 8 December 2004 to 31 December 2005

During the prior period the Company had no trading subsidiaries and consequently had no businesssegments. For this period the activity of the Company relates solely to administrative tasks of an investmentcompany operating in the UK. All of the Company’s assets and liabilities are in the UK. As a result, noseparate segmental analysis table is required.

4. Group operating profit

9 months to 8 December 200430 September to 31 December

2006 2005£’000 £’000

Operating profit is stated after charging/(crediting):Depreciation of tankcontainers:

– owned 624 –– held under finance lease contracts 742 –

Depreciation of other assets– owned 268 –

Cost of inventories recognised as an expense 56 –Repair and maintenance expenditure 1,725 –Research and development expenditure 122 –Amortisation of acquired patents 22 –Amortisation of other intangible assets 16 –Profit on disposal of fixed assets – –Gain on sale of investment (29) –Exchange gain on foreign currency borrowings less deposits (175) –Operating lease rentals:

– tank containers 886 –– other assets 72 –

————— —————

During the year the Group (including overseas subsidiaries) obtained the following services from theGroup’s auditor as detailed below:

9 months to 8 December 200430 September to 31 December

2006 2005£’000 £’000

Audit services– Fees payable to the Company auditor for the audit of the

Parent Company and consolidated accounts 100 4Fees payable to the Company auditor for other services:

– The auditing of accounts of associates of the Company– pursuant to legislation (including that of companies and territories– outside Great Britain) 73 –– Services relating to taxation 68 –– Transaction support services 200 –– Other services pursuant to legislation 90 –

————— —————

Fees paid to the auditors for non-audit services in the 9 months to 30 September 2006 include £274,000(period to 31 December 2005: £9,000) payable in the UK.

Included in the Group audit fees and expenses paid to the Group’s auditor, £43,000, (31 December 2005:£4,000) was paid in respect of the Parent Company.

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5. Employee information

The average monthly number of employees, including executive Directors for the Group, during the periodsrepresented was:

9 months to 8 December 200430 September to 31 December

2006 2005Number Number

Operations/commercial 112 –Administration/finance 27 3Tank maintenance & repair 12 –

————— —————151 3

————— —————

Their aggregate remuneration comprised:

9 months to 8 December 200430 September to 31 December

2006 2005£’000 £’000

Wages and salaries 2,492 –Social security costs 330 –Retirement benefit obligation costs (note 31) 154 –

————— —————2,976 –

————— —————

6. Directors’ emoluments

9 months to 8 December 200430 September to 31 December

2006 2005£’000 £’000

Aggregate emoluments 319 –————— —————

Retirement benefits are accruing to 2 directors under a defined benefit scheme in each period. At each periodend, the contributions to the defined benefit scheme were in an accruals position.

Directors Detailed Emoluments

Directors remuneration from their date of appointment is as follows:Pension

9 months to Salary/fees Benefits(1) Bonuses Contribution Total30 September 2006 £ £ £ £ £

ExecutivesW Thompson(2) 68,950 – – – 68,950K van Wissen 86,390 12,336 – 28,797 127,523R Molenaar 86,390 14,621 – 19,198 120,209S Cunningham(2) 30,673 – – – 30,673Non-ExecutivesJ McColl(2) 13,711 – – – 13,711G Bissett 3,333 – – – 3,333E van der Werff 2,500 – – – 2,500

————— ————— ————— ————— —————Total 291,947 26,957 – 47,995 366,899————— ————— ————— ————— —————(1) Remuneration package for the above executive directors includes non-cash benefits comprising the provision of a company car

and private health scheme.

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(2) The services of W Thompson, S Cunningham and J McColl are provided via a service agreement with Clyde Blowers Limited(see note 32 to the financial statements). The total fee during the period to 30 September 2006 was £222,268. From this total fee£68,950, £30,673 and £13,711 are allocated to the directors fees for W Thompson, S Cunningham and J McColl, respectively.

The total remuneration and benefits of the highest paid director, Mr Molenaar, were £101,011 whichcomprises emoluments and benefits in kind. In relation to the defined benefit scheme, for the highest paiddirector, the accrued pension at the period end was £61,780 (31 December 2005: £nil). There is no lump sumwhich would be payable (31 December 2005: £nil).

The non-executive directors do not participate in the Company’s share option scheme, incentive plan, orpension scheme. Their remuneration reflects their time commitment and responsibilities. Determining theextent of such remuneration is the responsibility of the Board.

Pension8 December 2004 to Fees Bonuses contributions Total31 December 2005 £ £ £ £

ExecutivesW Thompson 35,984 – – 35,984S Dean – – – –V Nicholls – – – –

————— ————— ————— —————Total 35,984 – – 35,984————— ————— ————— —————The above fee for W Thompson was payable to Clyde Blowers Limited. In addition to the amounts shownabove, fees of £99,552 were paid to Griffin Corporate Finance Limited for administrative and accountingservices, including the services of S Dean and V Nicholls.

7. Finance income

9 months to 8 December 200430 September to 31 December

2006 2005£’000 £’000

Bank interest receivable 72 6————— —————

Total finance income 72 6————— —————

8. Finance expenses

9 months to 8 December 200430 September to 31 December

2006 2005£’000 £’000

Interest payable on bank loans and overdrafts 1,322 –Amortisation of deferred finance costs 84 –Finance charges payable under finance leases and hire

purchase contracts 582 –————— —————

Total finance expense 1,988 –————— —————

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9. Taxation

(a) Analysis of charge in period

9 months to 8 December 200430 September to 31 December

2006 2005£’000 £’000

Current tax:UK Corporation tax on profits of the period – –Foreign tax 777 –

————— —————777 –

————— —————Deferred tax: – –Origination and reversal of temporary differences (197) –

————— —————(197) –

————— —————Tax charge in the income statement 580 –

————— —————Tax relating to items charged or credited to equity

Deferred tax:Tax credit in the statement of recognised income and expense (10) –

————— —————

(b) Reconciliation of the total tax charge

The current tax rate and effective rate on profit on ordinary activitiesin the year varied from the standard rate of UK corporation tax as follows:

Profit/(loss) on ordinary activities before tax 1,496 (211)Profit/(loss) on ordinary activities multiplied by standard rate

in the UK (30%) 449 (63)————— —————

Effects of:Unrecognised tax losses 96 63Temporary differences associated with Group investments 35 –

————— —————Total tax expense reported in the income statement 580 –

————— —————

(c) Unrecognised tax losses

The Group has tax losses which arose in the UK with a tax effect of £0.7m (31 December 2005:£0.1m) and tax losses which arose in Singapore with a tax effect of £0.9m (31 December 2005: £nil)that are available indefinitely for offset against future taxable profits of the companies in which thelosses arose. Deferred tax assets have not been recognised in respect of these losses as they may notbe used to offset taxable profits elsewhere in the Group and they have arisen in subsidiaries that havebeen loss-making for some time.

(d) Temporary differences associated with Group investments

At 30 September 2006, there was no recognised deferred tax liability (31 December 2005: £nil) fortaxes that would be payable on the unremitted earnings of certain of the Group’s subsidiaries as theGroup has determined that undistributed profits of its subsidiaries will not be distributed in theforeseeable future. If the earnings were remitted no additional tax would be payable.

(e) Deferred tax

Group

The movement on net deferred tax liability is shown below:

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9. Taxation (continued)

9 months to 8 December 200430 September to 31 December

2006 2005£’000 £’000

Beginning of the period – –Acquisition (1,863) –Credit to income statement 197 –Charge to equity (10) –Exchange differences (10) –

————— —————End of the period (1,686) –

————— —————

The deferred tax included in the balance sheet is as follows:

30 September 31 December2006 2005

£’000 £’000Deferred tax liabilityAccelerated capital allowances (2,000) –Other temporary differences (74) –

————— —————(2,074) –

————— —————Deferred tax assetRetirement benefit obligations 241 –Other temporary differences 147 –

————— —————388 –

————— —————

Company

The Company has no deferred tax balances at 30 September 2006 (31 December 2005: £nil).

10. Profit attributable to members of the Parent Company

As permitted by section 230 of the Companies Act 1985, the holding company’s Income Statement has notbeen presented in these financial statements. The profit dealt with in the financial statements of the ParentCompany was £1,903,000 profit (period to 31 December 2005: £211,000 loss)

11. Earnings per ordinary share

The basic earnings per share is calculated by dividing the profit for the financial period attributable toshareholders by the weighted average number of shares in issue. In calculating the diluted profit per share,warrants outstanding have been taken into account.

9 months to 8 December 200430 September to 31 December

2006 2005(restated)

Profit/(loss) for the period (£’000) 916 (211)Weighted average number of shares (number) 78,711,639 7,215,053Effect of outstanding warrants 16,732 –

————— —————Adjusted weighted average number of ordinary shares (number) 78,728,371 7,215,053

————— —————Basic profit per share (pence) 1.2p (2.9)pDiluted profit per share (pence) 1.2p (2.9)p

————— —————

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11. Earnings per ordinary share (continued)

In the period to 31 December 2005 the effects of the outstanding warrants reduces the loss per share and thusis anti-dilutive. As a result, diluted loss per share is the same as the basic loss per share for that period andthe outstanding warrants are not added to the adjusted weighted average number of ordinary shares. The priorperiod comparative EPS calculation has been restated to adjust for the 10 to 1 share consolidation which tookplace on 28 February 2006.

12. Dividends paid and proposed

No dividend has been declared and paid during the 9 months to 30 September 2006 (period to 31 December2005: £nil). No dividend has been proposed.

13. Goodwill

Group

Goodwill£’000

Cost:Opening balance at 1 January 2006 –Acquisition of subsidiary (note 19) 49,502Exchange differences (17)

—————At 30 September 2006 49,485

—————Accumulated amortisation and impairment:At 30 September 2006 and 31 December 2005 –

—————Net book value at 30 September 2006 49,485

—————Net book value at 31 December 2005 –

—————

Company

The Company has no goodwill.

14. Other intangible assets

Group

Patents Acquired and patent

Licences and Licences Total£’000 £’000 £’000

Cost:Opening balance at 1 January 2006 – – –Acquisition of subsidiary (note 19) 196 747 943Additions 11 – 11

––––––––– ––––––––– –––––––––At 30 September 2006 207 747 954

––––––––– ––––––––– –––––––––Accumulated amortisation and impairment:Opening balance at 1 January 2006 – – –Amortisation during the period (16) (22) (38)

––––––––– ––––––––– –––––––––At 30 September 2006 (16) (22) (38)

––––––––– ––––––––– –––––––––Net book value at 30 September 2006 191 725 916

––––––––– ––––––––– –––––––––Net book value at 31 December 2005 – –

––––––––– ––––––––– –––––––––

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14. Other intangible assets (continued)

Company

The Company has no other intangible assets.

The amortisation charge in the period for patents and licences has been charged to administrative expenses.The typical patent life is 20 years and this period has been used for the basis of the amortisation charge.

The principle patents acquired relate to the InBulk H Type ISO-Veyor. In arriving at the fair value of thepatents, an analysis was carried out, taking into account expected future revenue from this type of businessand actual research and development costs incurred. Factors including that the patents are only pending atthe date of acquisition and the existence of competition were taken into account. The useful life of 20 yearsis based on the patent life being 20 years.

15. Property, plant & equipment

Group

Computer equipment and

Tankcontainers others Total£’000 £’000 £’000

Cost:Opening balance at 1 January 2006 – – –Acquisition of subsidiary (note 19) 28,478 1,119 29,597Additions 802 220 1,022Disposals (148) (35) (183)Exchange differences (33) (1) (34)

––––––––– ––––––––– –––––––––At 30 September 2006 29,099 1,303 30,402

––––––––– ––––––––– –––––––––Accumulated depreciation and impairment:Opening balance at 1 January 2006 – – –Depreciation during the period (1,366) (268) (1,634)Disposals 69 17 86Exchange differences 11 1 12

––––––––– ––––––––– –––––––––At 30 September 2006 (1,286) (250) (1,536)

––––––––– ––––––––– –––––––––Net book value at 30 September 2006 27,813 1,053 28,866

––––––––– ––––––––– –––––––––Net book value at 31 December 2005 – – –

––––––––– ––––––––– –––––––––

The depreciation charge for the period of £1,634,000 has been charged, £1,366,000 in cost of sales and£268,000 in administration expenses. There was no depreciation charge in the prior period.

Assets held under finance leases

The net book value of tankcontainers held under finance leases and hire purchase contracts at 30 September2006 was £20,247,000 (31 December 2005: £nil). £20,120,000 of tankcontainers held under finance leasesand hire purchase were obtained via business combinations in the period. Additions during the period include£622,000 (period to 31 December 2005: £nil) of plant and equipment held under finance leases and hirepurchase. Leased assets and assets under hire purchase contracts are pledged as security for the relatedfinance lease and hire purchase liabilities.

Company

The Company has no property, plant and equipment in either period.

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16. Impairment of goodwill

Goodwill acquired through business combinations has been allocated for purposes of impairment testing tocash-generating units as follows:

While the United Transport Tankcontainers Holdings BV group is monitored for internal managementpurposes on a geographic segment for certain key performance indicators (such as revenue and grossmargin), it is not appropriate to allocate the goodwill to geographic segments. This is due to the globalstructure of the business and the central control of key business activities such as tankcontainer management,capital expenditure decisions and cash management. As a result, the total of United Transport TankcontainersHoldings BV is viewed as one CGU for goodwill purposes.

The carrying amounts of goodwill by CGU are as follows:

UTT InBulk Total£’000 £’000 £’000

Goodwill 39,332 10,153 49,485

All of the recoverable amounts were measured based on value in use.

The recoverable amounts of the CGU’s are determined from value in use calculations using cash flowforecasts based on the latest strategic five year plan projections approved by the Board. These projections arebased on historical performance and the most recent financial forecasts available. Cash flows beyond theperiod of the projections are extrapolated based on expected growth rates for the geographical area. Thegrowth rates do not exceed the average long term growth rates for these areas. A growth rate of 4 per cent.beyond the period of management plans is used for both CGU’s. The discount rate applied to the cash flowforecast are based on the weighted average, nominal, risk adjusted pre-tax cost of capital in the variousgeographical regions. The weighted average discount rates used were 11 per cent.

Key assumptions used in value in use calculations.

• Retention of existing business and securing new business;

• Gross margins; and

• Growth rate used to extrapolate cash flows beyond the budget period.

Sensitivity to changes in assumptions

All of the recoverable amounts were measured based on value in use. With regard to the assessment in valuein use for each cash generating unit, management believes that no reasonable possible change in any of theabove key assumptions would cause the carrying value of the unit to exceed its recoverable amount.

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17. Investments

Company

Investment in subsidiaries

£’000CostAt 8 December 2005 –Additions 1,583

–––––––––At 31 December 2005 1,583Additions 29,879Disposals (10)

–––––––––At 30 September 2006 31,452

–––––––––The disposal in the period relates to the disposal of the ten per cent investment in the equity share capital ofLogistique Sud France, a company incorporated in France, involved in the provision of logistic services inthat country.

The Company’s principal subsidiary undertakings at 30 September 2006 are shown below. The accountingdates of the subsidiary undertakings are all 30 September.

Principal subsidiaries

For all subsidiaries 100% of voting rights and shares are held.

The principal subsidiary undertakings whose shares are all owned directly by the Company are marked withan asterisk (*):

Country ofClass of registrations/ Nature of

Name of Company Shares incorporation Business

InBulk Technologies Limited Ordinary UK Logistics Services

CleanCat Technologies Limited Ordinary UK Catalyst Handling

United Transport Tankcontainers BV * Ordinary The Netherlands Logistic Services

United Transport Tankcontainers Holdings Ltd * Ordinary UK Holding Company

United Transport Tankcontainer Ltd Ordinary UK Logistics Services

IBT Ltd Ordinary UK Dormant

United Transport Tankcontainers Pte Ltd * Ordinary Singapore Logistics Services

United Transport Tankcontainers SAS * Ordinary France Logistics Services

United Transport Tankcontainers Holdings AB * Ordinary Sweden Holding Company

United Transport Tankcontainers AB Ordinary Sweden Logistics Services

United Transport Tankcontainers Ltda * Ordinary Brazil Logistics Services

United Transport Tankcontainers Inc * Ordinary USA Logistics Services

United Transport Tankcontainers GmbH * Ordinary Germany Logistics Services

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18. Financial assets

Company

30 September 31 December2006 2005

£’000 £’000Financial AssetsPreference shares held in subsidiary 2,139 –

————— —————

The preference shares held are issued by United Transport Tankcontainers Holdings BV. Preference sharesare eligible to a ten per cent dividend and for receipt of any distribution owed from assets remaining afterpayment of all debts, in advance of ordinary shares, in the event of a winding up. Preference shares arecumulative. Each preference share confers the right to cast one vote.

19. Business combinations

On 28 February 2006, the Company acquired the entire issued share capital of United TransportTankcontainers Holdings B.V. on a debt and cash free basis. On the same day, the Company acquired theremaining 85 per cent. of InBulk Technologies Limited that the Company did not already own. The initial15 per cent. was acquired on 4 March 2005. These investments have been accounted for as acquisitions.

If the combinations had taken place at the beginning of the period, the profit for the Group would have been£1,922,000, revenue from continuing operations would have been £74,802,000 and net operating cashflowswould have been £4,418,000. This is based on removal of the capital structure of the acquired companiesunder the previous owners and estimating the likely impact of the new InterBulk Investments plc capitalstructure as if this was in place on 1 January 2006. This information is not necessarily indicative of the resultsof operations that would have occurred had the purchases been at the beginning of the period.

(a) United Transport Tankcontainers Holdings BV

Book and fair values of the net assets at date of acquisition were as follows:

Fair valueBook values to Group

£’000 £’000

Goodwill 19,836 –Property, plant and equipment 22,480 29,478Investments 10 10Inventories 53 53Receivables 15,392 15,392Cash and cash equivalents 4,774 4,774Payables (22,878) (24,448)Deferred taxation (1,206) (1,863)Loans (24,285) (24,285)Finance lease creditor (12,958) (15,753)Dividends (702) –

————— —————Net assets/(liabilities) 516 (16,642)

————— —————Goodwill 40,686

24,044Discharged by:Cash consideration (including value of preference shares) 21,906Deferred cash consideration 1,021Costs associated with the acquisition, settled in cash 1,117

—————24,044

—————

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The consideration for United Transport Tankcontainers Holdings BV was all in cash with theexception of A1.5 million which is payable in two tranches of A0.75 million each on the first andsecond anniversaries of completion of the sale and purchase agreement dated 1 February 2006.

The outflow of cash and cash equivalents on the acquisition of United Transport TankcontainersHoldings BV is calculated as follows:

£’000

Cash consideration (including fees) 23,023Cash acquired (4,774)

—————18,249

—————From the date of acquisition, United Transport Tankcontainers Holdings B.V. has contributed£58,573,000 to revenue, £2,034,000 to the profit after tax and £4,368,000 to net cashflow fromoperating activities of the Group.

The residual excess over the net assets acquired is recognised as goodwill. No fair value was assessedon other intangible assets. The goodwill on the acquired balance sheet has been reduced to nil value.However, this has no net impact on the overall Group goodwill. Goodwill represents the value ofsynergies and assembled workforce.

(b) InBulk Technologies Limited

Book and fair values of the net assets at date of acquisition were as follows:Provisional

Book values Fair value to Group£’000 £’000

Intangible assets 196 943Property, plant and equipment 119 119Inventories 14 14Trade and other receivables 534 534Cash and cash equivalents 229 229Trade and other payables (612) (612)

————— —————Net assets 480 1,227

————— —————85% acquired on 28 February 2006 1,04315% net assets acquired on 4 March 2005 294

—————1,337

Goodwill 8,816—————

10,153—————

Discharged by:4 March 2005Cash consideration 1,450Costs associated with the acquisition, settled in cash 133

—————1,583

—————28 February 2006Discharged by:Cash consideration 1,400Fair value of shares issued 3,250Fair value of earn-out shares 3,850Costs associated with the acquisition, settled in cash 70

—————8,570

—————10,153

—————

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Part of the consideration in InBulk Technologies Limited was in the form of earn-out shares. Theseshares will be issued if certain EPS targets are achieved in the year ended 30 September 2007 (note28).

The outflow of cash and cash equivalents on the acquisition of InBulk Technologies Limited iscalculated as follows:

£’000

Cash consideration 1,470Cash acquired (229)

—————1,241

—————From the date of acquisition, InBulk Technologies Limited has contributed £79,000 to revenue,£288,000 loss to profit after tax and £822,000 outflow to net cashflow from operating activities of theGroup.

All intangible assets were recognised at their respective fair values. The residual excess over the netassets acquired is recognised as goodwill. The intangible assets acquired as part of the acquisitionconsisted of certain patents with a £747,000 fair value plus existing intangible assets of £196,000 ofwhich consists of research and development and patents.

The fair value adjustments contain some provisional amounts which will be finalised in the 2007financial statements. Goodwill represents the value of synergies and assembled workforce. Thegoodwill is provisional as the consideration includes the fair value of earn-out shares which arecontingent on certain future financial targets.

20. Inventories

30 September 31 December2006 2005

£’000 £’000GroupSpare parts 49 –Work in progress 1,224 –

————— —————1,273 –

————— —————

Company

The Company has no inventory in either period.

21. Trade and other receivables

Group Company30 September 31 December 30 September 31 December

2006 2005 2006 2005£’000 £’000 £’000 £’000

Trade receivables 14,933 – 3 –Less: provision for impairment

of receivables (815) – – –Trade receivables 14,118 – 3 –Loans owed by subsidiary – – 600 –Amounts due from subsidiaries – – 1,335 –VAT 268 – 33 –Prepayments and accrued income 307 260 37 260Other debtors 132 – – –Dividends receivable from subsidiary – – 2,500 –

––––––––– ––––––––– ––––––––– –––––––––14,825 260 4,508 260

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

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Concentrations of credit risk with respect to trade receivables are limited due to the Group’s customer basebeing large and unrelated. Due to this, management believe there is no further credit risk provision requiredin excess of normal provision for doubtful debts.

22. Financial liabilities

Current

Group Company30 September 31 December 30 September 31 December

2006 2005 2006 2005£’000 £’000 £’000 £’000

Bank overdraft – – 1,533 –Current obligations under finance leases and

hire purchase contracts (note 25) 2,141 – – –Current instalments due on bank loans

(note 24) 1,217 – 329 –Interest rate swap 106 – – –Deferred consideration on acquisition 508 – 508 –

––––––––– ––––––––– ––––––––– –––––––––3,972 – 2,370 –

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

Non-current

Group Company30 September 31 December 30 September 31 December

2006 2005 2006 2005£’000 £’000 £’000 £’000

Non-current obligations under finance leases and hire purchase contracts (note 25) 13,184 – – –

Non-current instalments due on bank loans (note 24) 21,410 – 11,700 –

Revolving credit loan (note 24) 13,775 – – –Deferred consideration on acquisition 509 – 509 –

––––––––– ––––––––– ––––––––– –––––––––48,878 – 12,209 –

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

The bank overdrafts and revolving credit facility are secured via the Group’s Bank of Scotland facility (note24). The bank overdraft recorded by the Company is subject to legal offset with bank accounts held bysubsidiary companies. As a result, for the Group balance sheet this amount is netted with positive cash,except cash held in the Netherlands and Sweden.

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23. Trade and other payables

Current

Group Company30 September 31 December 30 September 31 December

2006 2005 2006 2005£’000 £’000 £’000 £’000

Trade payables 15,144 90 54 90Trade accruals 6,269 – – –Taxation and social security 159 – – –Interest payable 19 – 3 –Pension contributions accrued 201 – – –Other creditors and accruals 2,061 40 237 40

––––––––– ––––––––– ––––––––– –––––––––23,853 130 294 130

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

Non-current

Group Company30 September 31 December 30 September 31 December

2006 2005 2006 2005£’000 £’000 £’000 £’000

Other creditors and accruals 332 – – –––––––––– ––––––––– ––––––––– –––––––––

24. Bank loans

Group

Bank loans comprise the following:

Group Company30 September 31 September

2006 2006£’000 £’000

Term A – Euro 12,505 1,907Term A – GBP 2,151 2,151Term B – Euro 7,971 7,971Revolving credit – Euro 5,840 –Revolving credit – GBP 7,935 –

––––––––– –––––––––36,402 12,029

Less: current instalments due on bank loans (1,217) (329)––––––––– –––––––––

35,185 11,700––––––––– –––––––––

The above bank loans are recorded at fair value less directly attributable transaction costs. The value of theunamortised transaction costs at 30 September 2006 for the Group was £763,000 and for the Company was£252,000.

The Company and Group had no bank loans at 31 December 2005.

Term Loan A

Term Loan A has schedules quarterly repayments commencing 30 June 2006 and ending 31 March 2013 onthe basis of the following annual percentages 8.7%, 9.24%. 10.32%, 15.2%, 17.4%, 19.57% and 19.57%.

The loan bears interest based on the relevant currency LIBOR plus bank margin. However, all of the interesthas been fixed as a result of interest rate swap agreements which results in the effective charge being 4.083%versus floating LIBOR until 30 September 2009.

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Term Loan B

Term Loan B is repayable in a single repayment date falling on 31 March 2014.

The loan bears interest based on the relevant currency LIBOR plus bank margin. However, all of the interesthas been fixed as a result of interest rate swap agreements which results in the effective charge being 3.895%versus floating LIBOR until 30 September 2009.

Revolving Credit Loan

As described below the Group bank facility includes a revolving credit and ancillary facilities includingoverdraft. The revolving credit loan is a committed facility available through to 31 March 2013. There is nointention to repay any of the revolving credit loan in the next twelve months and on this basis has beenclassified as long term. The revolving credit loan bears interest on the relevant currency LIBOR plus bankmargin.

Group Bank Facility

The above loans are sourced from a facility agreement between the Governor and Company of the Bank ofScotland (“BOS”) and the Company dated 1 February 2006 totalling A55m. The facility comprises termloans plus revolving credit and ancillary facility of A20m.

The facility was granted after various security was provided which includes fixed and floating charges, sharepledges and cross company guarantees.

In addition, the continued availability of the facilities are subject to warranties, general undertakings,financial covenants and certain defined events of default.

25. Obligations under leases

The Group has entered into commercial leases on tankcontainers. These leases have an average duration of5 years. There are no restrictions placed upon the lessee by entering into these leases. The leased assets andassets under hire purchase contracts are pledged as security for the related lease and hire purchase liabilities.

Obligations under finance leases and hire purchase contracts

Future minimum lease payments under finance leases and hire purchase contracts fall due as follows:

Group Company30 September 30 September

2006 2006£’000 £’000

Not later than one year 3,047 –After one year but not more than 5 years 9,616 –Greater than 5 years 6,542 –

––––––––– –––––––––19,205 –

Less finance charges allocated to future periods (3,880) –––––––––– –––––––––

Present value of minimum lease payments 15,325 –––––––––– –––––––––

The present value of minimum lease payments is analysed as follows:Not later than one year 2,141 –After one year but not more than 5 years 7,292 –Greater than 5 years 5,892 –

––––––––– –––––––––15,325 –

––––––––– –––––––––All of the above finance lease obligations are denominated in Euros.

The Group and Company had no obligations under finance leases and hire purchase contracts at31 December 2005.

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Obligations under operating leases

Future minimum rentals payable under non-cancellable operating leases are as follows:

Current

Group Company30 September 30 September

2006 2006£’000 £’000

Not later than one year 3,092 –After one year but not more than 5 years 4,377 –Greater than 5 years 75 –

––––––––– –––––––––7,544 –

––––––––– –––––––––

The Group and Company had no obligations under operating leases and hire purchase contracts at 31December 2005.

26. Financial instruments

The Group is exposed to interest rate, liquidity, foreign currency and credit risks. The Board reviews andagrees policies for managing each of the risks associated with interest rate, liquidity, foreign currency andcredit risks. It is the Group’s policy that no trading in financial instruments shall be undertaken. Thesepolicies have remained unchanged throughout the period, are consistent with the previous periods and aresummarised below:

Interest rate risk

The Group borrows in the desired currencies at floating rates of interest and can use forward rate agreementsor interest rate swaps to generate the desired interest profile and to manage the Group’s exposure to interestrate fluctuations. At 30 September 2006, 73 per cent. (31 December 2005: nil) of the Group’s financialliabilities were at fixed rates after taking account of interest rate swaps.

Liquidity risk

The Group has a medium term loan facility which is regularly reviewed to ensure that it provides adequateliquidity for the Group. The facility is managed on a centralised basis with appropriate local availability.

Foreign currency risk

The Group has several significant overseas subsidiary undertakings whose revenues and expenses aredenominated in a variety of currencies. It is the Group’s policy to borrow in the same foreign currencies toensure appropriate natural hedging is undertaken in the business which removes the need for financialinstruments to be put in place. This takes the form of matching the gains or losses on the retranslation of theborrowings with the gains or losses on translation of the net investments in subsidiaries.

Credit risk

The risk of financial loss due to a counterparty’s failure to honour its obligations arises principally in relationto transactions where the Group provides goods and services on deferred credit terms. Group policies areaimed at minimising such losses, and require that deferred credit terms are granted only to customers whodemonstrate an appropriate payment history and satisfy creditworthiness procedures. The Group has nosignificant concentrations of credit risk.

Fair values of financial assets and financial liabilities

The following table provides a comparison by category of the carrying amounts and the fair values of theGroup’s financial assets and financial liabilities at each period end. Fair value is the amount at which afinancial instrument could be exchanged in an arm’s length transaction between informed and willing parties,

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other than a forced or liquidation sale, and excludes accrued interest. Where available, market values havebeen used to determine fair values. Where market values are not available, fair values have been calculatedby discounting expected cash flows at prevailing interest rate and by applying year end exchange rates. Thecarrying amounts of short term borrowings approximate to book value.

Group

The fair value of the Group’s financial assets and liabilities are:

30 September 30 September 31 December 31 December2006 2006 2005 2005

Book value Fair value Book value Fair value£’000 £’000 £’000 £’000

Financial Assets:Investments – Unlisted shares – – 1,583 1,583Cash at bank and in hand 6,552 6,552 177 177

Financial Liabilities:Current bank loans (1,217) (1,217) – –Non-current bank loans (35,185) (35,185) – –Interest rate swaps (106) (106) – –Finance leases (15,325) (12,475) – –

Trade and other receivables, trade and other payables, other current liabilities and non current deferredconsideration whose carrying value is a reasonable approximation to the fair value have been excluded fromthe table above. The only item above which is a derivative financial instrument is the interest rate swap,designated as a cash flow hedge.

The fair values are based on cashflows discounted using a rate (based on borrowings) of 6.49 per cent.

Company

The fair value of the Company’s financial assets and liabilities are:

30 September 30 September 31 December 31 December2006 2006 2005 2005

Book value Fair value Book value Fair value£’000 £’000 £’000 £’000

Financial Assets:Investments – Unlisted shares – – 1,583 1,583Preference shares in subsidiary 2,139 2,139 – –Cash at bank and in hand – – 177 177

Financial Liabilities:Bank overdraft (1,533) (1,533) – –Current bank loans (329) (329) – –Non-current bank loans (11,700) (11,700) – –Interest rate swaps (58) (58) – –

Trade and other receivables, trade and other payables, other current liabilities and non current deferredconsideration whose carrying value is a reasonable approximation to the fair value have been excluded fromthe table above. The only item above which is a derivative financial instrument is the interest rate swap,designated as a cash flow hedge.

Bank overdraft and current bank loans The fair value of the Group’s overdrafts and bank loans isequivalent to the carrying value reported in the balance sheetas they are floating rate borrowings where payments are resetto market rates at intervals of up to three months.

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Non-current bank loans The fair value of the Group’s long term borrowings has beencalculated using values equivalent to the carrying valuereported in the balance sheet given that they are floating rateborrowings where payments reset to market rates at intervalsof up to three months.

Interest rate swaps The fair value of interest rate swaps is based on market pricesof comparable instruments at the balance sheet date.

Finance leases The fair value is assessed by calculating the discounted cashflows at prevailing interest rates and by applying year endexchange rates.

Preference shares Fair value has been determined by reference to market valueusing recent transactions at the balance sheet date.

Investments – unlisted shares Fair value has been determined by reference to market valueat the balance sheet date.

In accordance with IAS 39, ‘Financial Instruments: Recognition and measurement’, the Group has reviewedall contracts for embedded derivatives that are required to be separately accounted for if they do not meetcertain requirements set out in the standard. None were recognised that were required to be separatelyaccounted for.

Interest rate risk profile of financial assets and liabilities

The following tables set out the carrying amount, by maturity, of the Group’s financial instruments that areexposed to interest rate risk after taking account of the interest rate swaps used to manage the interest rateprofile.

Group

Interest rate risk profile of financial assets are as follows:

Cash at bank and in hand30 September 2006 31 December 2005

Currency £’000 £’000

Sterling 233 177Euro 2,632 –US Dollars 3,395 –Swedish Krona 79 –Other currencies 213 –

––––––––– –––––––––6,552 177

––––––––– –––––––––

Cash at bank

With exception of the US bank accounts on which no interest is earned, cash at bank is held in floating rateinterest-bearing current accounts or deposit accounts. Floating rate interest bearing accounts bear interest atrates based on relevant national LIBOR equivalents plus a margin as defined in the terms and conditions ofthe accounts.

Interest rate risk profile of financial liabilities is as follows:

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Period ended 30 September 2006

Within More than 1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total£’000 £’000 £’000 £’000 £’000 £’000 £’000

Floating rateRevolving credits

loans – GBP – – – – – 7,935 7,935Revolving credit

loans – Euro – – – – – 5,840 5,840Fixed rateBank loans – GBP 160 197 247 334 385 828 2,151Bank loans – Euro 1,057 1,274 1,563 2,072 2,364 12,146 20,476Finance leases

– Euro 2,141 2,373 1,545 1,835 1,539 5,892 15,325–––––– –––––– –––––– –––––– –––––– –––––– ––––––

3,358 3,844 3,355 4,241 4,288 32,641 51,727–––––– –––––– –––––– –––––– –––––– –––––– ––––––

The exposure of the Group to interest rate changes when borrowings reprice is as follows:

At 30 September 20061 year 2 years 3 years 4 years 5 years£’000 £’000 £’000 £’000 £’000

Total borrowings 51,727 48,369 44,525 41,169 32,641Effect of interest rate swaps (22,627) (23,845) (25,316) – –

–––––– –––––– –––––– –––––– ––––––29,100 24,524 19,209 41,169 32,641–––––– –––––– –––––– –––––– ––––––

The Group had no financial liabilities at 31 December 2005 thus the table above has no prior periodcomparatives.

The bank loans included above as fixed interest are classified as such due to the effect of interest rate swapsthat expire on the 30 September 2009. The weighted average interests’ rates on the financial liabilities are asfollows:

30 September 2006%

FloatingRevolving credits loans – Sterling 6.59%Revolving credit loans – Euro 4.88%

Fixed Bank loans – Sterling 7.53%Bank loans – Euro 6.33%Finance leases – Euro 6.49%

As the Company had no subsidiaries at 31 December 2005, the Group’s profile of financial assets andliabilities were the Company’s being the sterling floating rate cash thus no comparative table shown for theGroup.

Company

The Company cash at bank and bank overdraft which is all Sterling denominated are at floating rates with amaturity of less than one year. The preference shares in subsidiary undertakings are Euro denominated atfixed rates with a maturity after five years. The bank loans are all at fixed rates, due to the existence of theinterest rate swaps, have the following maturity:

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30 September 2006Bank loans

£’000

Within 1 year 3291-2 years 4002-3 years 4933-4 years 6594-5 years 753More than 5 years 9,395

–––––––––12,029

–––––––––

The denomination of the bank loans are disclosed in note 24. Of the £12,029,000, £2,151,000 has a weightedaverage interest cost of 7.53 per cent. and £9,878,000 has a weighted average interest cost of 6.55 per cent.These rates are fixed until 30 September 2009.

Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument. Theweighted average interest rate on fixed debt is derived from the fixed leg of each interest rate swap.Instruments classified as floating rate are repriced at intervals of less than one year. The other financialinstruments of the Group that are not included in the above tables are non-interest bearing and are thereforenot subject to interest rate risk.

Financial Instruments

The fair value and book value of the derivative financial instruments are as follows:

30 September 31 December2006 2005

£’000 £’000GroupAssets – interest rate swaps – –Liabilities – interest rate swaps (106) –

––––––––– –––––––––(106) –

––––––––– –––––––––CompanyAssets – interest rate swaps – –Liabilities – interest rate swaps (58) –

––––––––– –––––––––(58) –

––––––––– –––––––––

Cash flow Hedges

At 30 September 2006, the Group had interest rate swaps in place with notional amounts of £12,767,000,£8,138,000 and £1,490,000 whereby they receive fixed rates of interest of 3.880 per cent., 3.895 per cent.and 5.265 per cent. and pay variable rates based on 3.376 per cent., 3.376 per cent. and 5.074 per cent.respectively. The swap is being used to hedge the exposure to changes in the interest rates. The secured loanand interest rate swap have the same critical terms. The loss deferred in equity will reverse in the incomestatement during the next three years (being the life of the swap).

Net investments in foreign operations

Included in loans at 30 September 2006 was a borrowing of Euro 14,870,000 which has been designated asa hedge of the net investment in subsidiaries that are Euro denominated and is being used to hedge theGroup’s exposure to foreign exchange risk on these investments. Gains or losses on the retranslation of thisborrowing are transferred to equity to offset any gains or losses on translation of the net investment in thesubsidiary. The fair value of Euro borrowings, designated as a hedge against the net of investments insubsidiaries, at 30 September 2006 was £10,085,000 (31 December 2005: £nil). The foreign exchange loss

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of £9,000 (period to 31 December 2005: £nil) on translation of the borrowings to Sterling has beenrecognised in exchange reserves.

There were no derivatives outstanding at the balance sheet date that were designated as fair value hedges (31December 2005: £nil).

27. Authorised and issued share capital

Group and Company

The authorised share capital of the Company can be analysed as follows:

2006 2005£’000 £’000

Authorised500,000,000 ordinary shares of 1p each – 5,000,000200,000,000 ordinary shares of 10p each 20,000,000 –

––––––––– –––––––––Total 20,000,000 5,000,000

––––––––– –––––––––

Allotted, called up and fully paid

The issued share capital can be analysed as follows:

At 8 December 2004

During the year the following ordinary shares of 1p each were issued:

Number £’000

Allotted for cash at 1.0p 30,000,000 300Allotted for cash at 2.9p 1,659,938 17Allotted for cash at 3.0p 34,866,666 349Allotted for cash at 4.0p 23,750,000 237Allotted for cash at 4.5p 463,888 4Allotted for cash at 5.0p 680,000 7

––––––––– –––––––––At 31 December 2005 91,420,492 914

––––––––– –––––––––Share conversion (1 to 10) on 28 February 2006 (82,278,443) –Allocated for cash at 10p on 28 February 2006 72,500,000 7,250Issued as consideration for InBulk Technologies Limited 16,249,991 1,625

––––––––– –––––––––At 30 September 2006 97,892,040 9,789

––––––––– –––––––––

Share warrants

On 21 December 2004 1,200,000 warrants (adjusted for 28 February 2006 Share consolidation) were grantedwith an exercise price of 30p (adjusted for 28 February 2006 share consolidation). The exercise period is 30December 2004 to 31 December 2007. During the period to 31 December 2005 100,000 warrants wereexercised. As at 30 September 2006 1,100,000 warrants remain outstanding.

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28. Reconciliation of movements in equity

Group

Retirement EquityEquity Share benefit Cumulative componentshare premium Earn-out obligation translation of financial Retained

capital Account shares reserve Reserve instruments earnings Total£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

At 8 December 2004 – – – – – – – –Total recognised income

and expense for the year – – – – – – (211) (211)Allotted for cash 914 1,488 – – – – – 2,402Expenses of issue 0 (301) – – – – – (301)

–––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––At 31 December 2005 914 1,187 – – – – (211) 1,890Total recognised income

and expense for the year – – – 24 12 (74) 916 878Share of subsidiaries loss

before full control – – – – – – (111) (111)Alloted for cash 7,250 7,250 – – – – – 14,500Expenses of issue – (1,983) – – – – – (1,983)Shares issued as consideration 1,625 1,625 – – – – – 3,250Earn-out shares – – 3,850 – – – – 3,850

–––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––At 30 September 2006 9,789 8,079 3,850 24 12 (74) 594 22,274

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

Part of the consideration for the acquisition of InBulk Technologies Limited was in the form of earn-outshares. These shares will be issued if certain EPS targets are achieved in the year ended 30 September 2007.The above reserve assumes full issue of earn-out shares of 19,249,991 at 20p being the historic placing priceat 28 February 2006.

Company

Equity share Share premium Earn-out Retainedcapital Account shares earnings Total£’000 £’000 £’000 £’000 £’000

At 8 December 2004Total recognised income

and expense for the year – – – (211) (211)Allotted for cash 914 1,488 – – 2,402Expenses of issue – (301) – – (301)

––––––––– ––––––––– ––––––––– ––––––––– –––––––––At 31 December 2005 914 1,187 – (211) 1,890Total recognised income

and expense for the year – – – 1,903 1,903Alloted for cash 7,250 7,250 – – 14,500Expenses of issue – (1,983) – – (1,983)Shares issued as

consideration 1,625 1,625 – – 3,250Earn-out shares – – 3,850 – 3,850

––––––––– ––––––––– ––––––––– ––––––––– –––––––––At 30 September 2006 9,789 8,079 3,850 1,692 23,410

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

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29. Additional cash flow information

Group

(a) Cash flow from operations9 months to 8 December 2004

30 September to 31 December2006 2005

£’000 £’000

Net profit/(loss) 916 (211)Adjustments for:Taxation 580 –Depreciation 1,634 –Profit on sale of investment (29) –Amortisation of intangible assets: patents 38 –Finance income (72) (6)Finance expenses 1,988 –Other finance expenses – pension 19 –Non cash element of retirement benefit obligations 30 –Increase in inventories (1,170) –Decrease/(increase) in trade & other receivables 1,299 (260)Increase in retirement benefit obligations 45 –Increase in payables 1,517 130

————— —————Cash generated from operations 6,795 (347)

————— —————

(b) Cash and cash equivalents30 September 31 December

2006 2005£’000 £’000

Cash and cash equivalents 6,552 177————— —————

(c) Analysis of Group net debt

1 January Exchange Non-cash 30 September2006 Cashflow differences movements 2006

£’000 £’000 £’000 £’000 £’000

Cash and cash equivalents 177 6,511 (136) – 6,552

Loans – (10,945) 175 (25,632) (36,402)Finance leases – 1,039 78 (16,442) (15,325)

————— ————— ————— ————— —————177 (3,395) 117 (42,074) (45,175)

————— ————— ————— ————— —————

8 December Exchange Non-cash 31 December 2004 Cashflow differences movements 2005

£’000 £’000 £’000 £’000 £’000

Cash and cash equivalents – 177 – – 177

————— ————— ————— ————— —————

(d) Non-cash movements

Non-cash movements include £622,000 relating to the inception of new finance leases on the purchaseof tankcontainers during the period. In addition, on the acquisition of United Transport TankcontainersHoldings BV, as described in note 19, finance lease creditors of £15,753,000 were assumed. Inaddition, included in non-cash movements was £25.5 million of debt assumed on the acquisition ofUnited Transport Tankcontainers Holdings BV which was immediately repaid. This acquisition wason a debt free basis but the mechanism requires excluded debt to be repaid by the Company.

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Company

(a) Cash flow from operations9 months to 8 December 2004

30 September to 31 December2006 2005

£’000 £’000

Net profit/(loss) 1,903 (211)Adjustments for:Amortisation of deferred finance costs 26 –Taxation (184) –Finance income (3) (6)Finance expense 469 –Increase in trade & other receivables (266) (260)Increase in payables 165 130Increase in dividends receivable (2,625) –

————— —————Cash generated from continuing operations (515) (347)

————— —————

(b) Cash and cash equivalents30 September 31 December

2006 2005£’000 £’000

Cash and cash equivalents (1,533) 177————— —————

(c) Analysis of company net debt1 January Exchange Non-cash 30 September

2006 Cashflow differences movements 2006£’000 £’000 £’000 £’000 £’000

Cash and cash equivalents 177 (1,710) – – (1,533)

Bank Loans – (11,945) (58) (26) (12,029)Loan to subsidiary – (600) – – (600)

————— ————— ————— ————— —————177 (14,255) (58) (26) (14,162)

————— ————— ————— ————— —————

8 December Exchange Non-cash 31 December2004 Cashflow differences movements 2005

£’000 £’000 £’000 £’000 £’000

Cash and cash equivalents – 177 – – 177

————— ————— ————— ————— —————

30. Capital commitments

The Group and Company have no capital commitments at 30 September 2006 (31 December 2005: £nil).

31. Pension and other post-retirement benefits

The Group has a defined contribution pension scheme under which the Group pays fixed contributions to athird party insurance company, except for two of the Directors for which the Group has a defined benefitplan.

(a) Defined Contribution Pension Scheme

In respect of the defined contribution pension scheme £124,000 (period to 31 December 2005: £nil)has been recognised as an administrative expense during the period (note 5).

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(b) Defined Benefit Pension Scheme

The Group operates a defined benefit scheme. The amounts recognised in the balance sheet aredetermined as set out below.

The assets and liabilities of the schemes at 30 September 2006 are:

30 September 2006 At acquisition

£’000 £’000Scheme assets at fair valueFair value of plan assets (fixed interest bonds) (306) (379)Present value of defined benefit obligation 1,121 1,125

————— —————Net pension liability 815 746

————— —————The pension plans have not invested in any of the Group’s own financial instruments nor in propertiesor other assets used by the Group. The fixed interest bonds at 30 September 2006 had as expected longterm rate of return of 4.5% (At acquisition: 4.25%).

The amounts recognised in the income statement are as follows:

9 months to 30 September 2006

£’000Recognised in the Income StatementCurrent service cost (included in administrative charge) 30

—————Recognised in arriving at operating profit (note 5) 30

—————Expected return on pension scheme assets (10)Interest on pension scheme liabilities 29

—————Net return 19

—————

9 months to30 September 2006

£’000Taken to the Statement of Recognised Income and ExpenseActual return less expected return on pension scheme assets 82Less: experience gains and losses on liabilities (48)

—————34

Movement in deferred tax asset (10)—————

Actuarial gains and losses recognised in the Statement of Recognised Income and Expense 24

—————

The cumulative actuarial gains and losses recognised in equity at 30 September 2006 is £48,000(31 December 2005: £nil).

The actual return on plan assets was £65,000 (31 December 2005: £nil).

Pension contributions are determined with the advice of independent qualified actuaries on the basisof annual valuations using the projected unit method. Plan assets are stated at their market values atthe respective balance sheet dates and overall expected rates of return are established by applyingpublished brokers forecasts to each category of plan assets and allowing for plan expenses. The mostrecent actuarial valuation was performed by HV&P actuaries as at 30 September 2006. The principalassumptions used by the actuaries include:

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30 September2006 At acquisition

£’000 £’000

Rate of salary increases 1.25% 1.25%Expected rates of return on scheme assets – bonds 4.50% 4.25%Discount rate 4.50% 4.25%Inflation assumption 2.00% 2.00%

Mortality assumption

The average life expectancy of male pensioner retiring at age 65 on the balance sheet is 76 years (atacquisition: 76 years). The average life expectancy of a male pensioner retiring at age 65, 44 yearsafter the balance sheet date is 82 years (at acquisition: 82).

The Group made additional contributions of £49,000 in the period to 30 September 2006 (period to31 December 2005: £nil). Further additional contributions of £40,000, in addition to the employer’sregular contributions, are expected to be made in the next financial year. The total contributions to thedefined benefit plans in the next financial year are expected to be £91,000.

Changes in the present value of the defined benefit pension obligations are analysed as follows:

9 months to 30 September 2006

£’000

At acquisition on 28 February 2006 1,125 Current service cost 30Interest cost 29Actuarial losses (48)Exchange movement (15)

—————30 September 2006 1,121

—————The defined benefit obligation comprises £815,000 (31 December 2005: £nil)

from a plan that is wholly or partially funded.

Changes in the fair value of plan assets are analysed as follows: 9 months to 30 September 2006

£’000

At acquisition on 28 February 2006 379Expected return on plan assets 10Actuarial gains (82)Exchange movement (1)

—————30 September 2006 306

—————History of experience gains and losses:

30 September 2006Fair value of scheme assetsPresent value of defined benefit obligation (£’000) 1,121(Deficit)/Surplus in the scheme (£’000) 306Difference between actual return on scheme assetsAmount (£’000) (82)Percentage of scheme assets 27%Experience gains and losses on scheme liabilitiesAmount (£’000) (66)Percentage of scheme liabilities 6%Total amount recognised in statement of recognised income and expenseAmount (£’000) 24Percentage of scheme liabilities 2%

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32. Related party transactions

The Group has entered into certain management service agreements with Clyde Blowers Limited, a companyin which Bill Thomson and Jim McColl are Directors. These service agreements cover the services of ScottCunningham, Bill Thomson and Jim McColl, in-house legal services, general administrative services andoffice space. For the current period fees payable under these arrangements were £222,268, excluding out ofpocket expenses (period to 31 December 2005: £30,000). In addition, during the current period the Groupentered into an engagement letter in relation to services provided in respect of acquisitions and thereadmission process which was performed during the current period. The fee payable in accordance with thisengagement letter was £275,000, excluding out of pocket expenses. As at 30 September 2006 amounts dueto Clyde Blowers Limited were £45,317 (31 December 2005: £35,250).

The Group has obtained services including research and development resources, certain financial andadministrative support, site service personnel and equipment parts from Clyde Materials Handling Limited,a company in which Bill Thomson and Jim McColl are Directors of the parent company, Clyde ProcessSolutions plc. For the current period amounts payable under these arrangements were £131,427. As at 30September 2006 amounts due to Clyde Materials Handling Limited were £9,092.

The Group had entered into certain management service agreements with Griffin Corporate Finance Limited,a company in which Stephen Dean and Vince Nicholls are Directors. Both of these individuals resigned fromthe Group on 28 February 2006 and such service agreements were cancelled. These service agreementscovered certain financial and administrative support. For the current period fees payable under thesearrangements were £3,750 (period to 31 December 2006: £99,552), excluding out of pocket expenses. Inaddition, during the current period the Group entered into an engagement letter for services provided inrelation to acquisitions and the readmission process which was performed during the current period. The feespayable in relation to this engagement letter were £275,000 (excluding out of pocket expenses). During theperiod to 31 December 2005 other amounts paid to Griffin Corporate Finance Limited were £94,282 inrespect to AIM admission fees, acquisition fees of £276,125 and placing commission of £9,548. As at 30September 2006 amounts due to Griffin Corporate Finance Limited were £nil (31 December 2005: £35,000).

Bill Thomson was a Director and shareholder of both the Company and InBulk Technologies Limited. As aresult, the acquisition of InBulk Technologies Limited as disclosed in note 19 constitutes a related partytransaction.

33. Subsequent events

On 12 October 2006, the Company granted options under its Unapproved Share Option Scheme to executivedirectors as outlined in the Directors’ Report. Total numbers of options issued were 3,132,544 each with anexercise price of 20 pence.

On 21 December 2006, the Group acquired the entire share capital of Tony Trailerfracht AB, a small Swedishtransport company, for £0.3 million.”

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PART IV(A)

HISTORICAL FINANCIAL INFORMATION ON UNITED TRANSPORTINTERNATIONAL LIMITED

REPRODUCTION OF AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2005

The audited accounts of UTI for the year ended 30 September 2005, which have been prepared in accordancewith UK GAAP, are reproduced in full in this Part IV(A).

“Report of the independent auditors to the members of United Transport International Limited

We have audited the financial statements of United Transport International Limited for the year ended 30 September 2005 which comprise the principal accounting policies, the consolidated profit and lossaccount, the balance sheets, the consolidated cash flow statement and notes 1 to 29. These financialstatements 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 theCompanies Act 1985. Our audit work has been undertaken so that we might state to the company’s membersthose matters we are required to state to them in an auditors’ report and for no other purpose. To the fullestextent permitted by law, we do not accept or assume responsibility to anyone other than the company andthe company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of the directors and auditors

The directors’ responsibilities for preparing the directors’ report and the financial statements in accordancewith United Kingdom law and accounting standards are set out in the statement of directors’ responsibilities.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatoryrequirements and United Kingdom auditing standards.

We report to you our opinion as to whether the financial statements give a true and fair view and are properlyprepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors’report is not consistent with the financial statements, if the company has not kept proper accounting records,if we have not received all the information and explanations we require for our audit, or if informationspecified by law regarding directors remuneration and transactions with the company is not disclosed.

We read other information contained in the directors report, and consider whether it is consistent with theaudited financial statements. We consider the implications for our report if we become aware of any apparentmisstatements or material inconsistencies with the financial statements. Our responsibilities do not extend toany other information.

Basis of opinion

We conducted our audit in accordance with United Kingdom auditing standards issued by the AuditingPractices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts anddisclosures in the financial statements. It also includes an assessment of the significant estimates andjudgements made by the directors in the preparation of the financial statements, and of whether theaccounting policies are appropriate to the group’s circumstances, consistently applied and adequatelydisclosed.

We planned and performed our audit so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance that thefinancial statements are free from material misstatement, whether caused by fraud or other irregularity orerror. In forming our opinion we also evaluated the overall adequacy of the presentation of information inthe financial statements.

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Opinion

In our opinion the financial statements give a true and fair view of the state of the affairs of the company andthe group as at 30 September 2005 and of the loss for the group for the year then ended and have beenproperly prepared in accordance with the Companies Act 1985.

GRANT THORNTON UK LLP REGISTERED AUDITORS CHARTERED ACCOUNTANTSLEEDS

26 July 2006

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Principal accounting policies

Basis of preparation

The financial statements have been prepared in accordance with applicable accounting standards and underthe historical cost convention.

The principal accounting policies of the group are set out below and are unchanged from the previous year.

Basis of consolidation

The group financial statements consolidate those of the company and of its subsidiary undertakings (see note11) drawn up to 30 September 2005. Profits or losses on intra-group transactions are eliminated in full. Onacquisition of a subsidiary, all of the subsidiary’s assets and liabilities which exist at the date of acquisitionare recorded at their fair values reflecting their condition at that date.

Goodwill arising on consolidation, representing the excess of the fair value of the consideration given overthe fair values of the identifiable net assets acquired, is capitalised and is amortised on a straight line basisover its estimated useful economic life of 20 years as shown in note 9.

Associated undertakings

Undertakings other than subsidiary undertakings, in which the group has an investment of at least 20% ofthe shares and over which it exerts significant influence, are treated as associates.

The group’s share of the profits less losses and other recognised gains and losses of the associates areincluded in the group profit and loss account and statement of total recognised gains and losses respectively.Where the accounting periods covered by audited financial statements are not coterminous with that of thegroup, the share of profits less losses of the associates has been arrived at from the latest audited financialstatements available and unaudited management accounts at the group’s balance sheet date.

The group balance sheet includes the investment in the associates at the group’s share of net assets and thegoodwill arising on the acquisition of the interest in so far as it has not already been amortised.

Turnover

Turnover is the total amount receivable by the group for goods supplied and services provided, excludingVAT and trade discounts.

Goodwill

Purchased goodwill is capitalised and is amortised on a straight line basis over its estimated useful economiclife of 20 years as shown in note 9.

Research and development

Development costs incurred on specific projects are capitalised when recoverability can be assessed withreasonable certainty and are to be amortised in line with expected sales. All other research and developmentcosts are written off in the year of expenditure.

Tangible fixed assets and depreciation

Depreciation is calculated to write down the cost less estimated residual value of all tangible fixed assets byequal annual instalments over their expected useful lives. The periods generally applicable are:

Freehold properties 50 yearsTanks, plant and equipment 2 -15 yearsMotor vehicles 4 yearsFixtures and fittings 5 years

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Investments

Investments are included at cost less amounts written off. Profits or losses arising from disposals of fixedasset investments are treated as part of the result from ordinary activities.

Intangible fixed assets

Patents are stated at cost and are amortised on a straight line basis over the anticipated life of the patent.

Stocks

Stocks are stated at the lower of cost and net realisable value.

Deferred taxation

Deferred tax is recognised on all timing differences where the transactions or events that give the group anobligation to pay more tax in the future, or a right to pay less tax in the future, have occurred by the balancesheet date. Deferred tax assets are recognised when it is more likely than not that they will be recovered.Deferred tax is measured using rates of tax that have been enacted or substantially enacted by the balancesheet date.

Foreign currency

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction.Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at thebalance sheet date. All other exchange differences were dealt with through the profit and loss account. Thefinancial statements of foreign subsidiaries are translated at the rate of exchange ruling at the balance sheetdate.

Contributions to pension funds

Defined Contribution Schemes

The company operates defined contribution pension schemes. The assets of the schemes are held separatelyfrom those of the group in independently administered funds.

The pension costs charged against profits represent the amount of the contributions payable to the schemesin respect of the accounting period.

Leased assets

Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet anddepreciated over their expected useful lives. The interest element of leasing payments represents a constantproportion of the capital balance outstanding and is charged to the profit and loss account over the period ofthe lease.

All other leases are regarded as operating leases and the payments made under them are charged to the profitand loss account on a straight line basis over the lease term.

Grant income

Grants that relate to specific capital expenditure are treated as deferred income which is then credited to theprofit and loss account over the related assets’ useful life. Other grants are credited to the profit and lossaccount in the period to which they relate, to the extent that they are not repayable.

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Consolidated profit and loss account

Note 2005 2004£’000 £’000

Turnover 1 136,889 132,538Cost of sales (115,663) (111,400)

—–——— —–———Gross profit 21,226 21,138

Other operating charges 2 (15,858) (13,969)

Operating profit before amortisation ofintangible assets and exceptional items 9,734 10,576Amortisation of intangible assets (3,418) (3,407)Exceptional items 3 (948) –

—–——— —–———

Operating profit 5,368 7,169

Net interest 4 (7,597) (7,958)—–——— —–———

Loss on ordinary activities before taxation 1 (2,229) (789)Tax on loss on ordinary activities 6 (353) (983)

—–——— —–———Loss on ordinary activities after taxation (2,582) (1,772)Dividends 8 (1,215) (1,216)

—–——— —–———Loss transferred from reserves 20 (3,797) (2,988)—–——— —–———All of the activities of the group are classed as continuing.

There were no recognised gains or losses other than the loss for the financial year.

The accompanying accounting policies and notes form an integral part of these financial statements.

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Consolidated balance sheet

Note 2005 2004£’000 £’000

Fixed assetsIntangible assets 9 50,014 53,389Tangible assets 10 44,507 43,841Investments 11 20 20

––––––––– –––––––––94,541 97,250

––––––––– –––––––––Current assetsStocks 12 3,617 2,788Debtors 13 22,919 22,572Cash at bank and in hand 30,394 21,534

––––––––– –––––––––56,930 46,894

Creditors: amounts falling due within one year 14 (87,345) (72,804)––––––––– –––––––––

Net current liabilities (30,415) (25,910)––––––––– –––––––––

Total assets less current liabilities 64,126 71,340

Creditors: amounts falling due after more than one year 15 (71,772) (75,134)

Provisions for liabilities and charges 17 (6,357) (6,391)––––––––– –––––––––

(14,003) (10,185)––––––––– –––––––––Capital and reservesCalled up share capital 19 1,218 1,218Capital redemption reserve 20 344 344Own shares 20 (103) (82)Profit and loss account 20 (15,462) (11,665)

––––––––– –––––––––Shareholders funds 21 (14,003) (10,185)––––––––– –––––––––Equity shareholders’ funds (26,385) (21,454)Non-equity shareholders’ funds 12,382 11,269

––––––––– –––––––––(14,003) (10,185)––––––––– –––––––––

The financial statements were approved by the Board of Directors on 24 July 2006.

A Wilson T J CarlisleDirector Director

The accompanying accounting policies and notes form an integral part of these financial statements.

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Balance sheet

Note 2005 2004£’000 £’000

Fixed assetsTangible assets 10 – –Investments 11 90,958 90,958

–––––––– ––––––––90,958 90,958

–––––––– ––––––––Current assetsDebtors: amounts falling due within one year 13 422 126Debtors: amounts falling due after more than oneyear 13 38,108 31,046

–––––––– ––––––––38,530 31,172

Creditors: amounts falling due within one year 14 (54,888) (40,224)–––––––– ––––––––

Net current liabilities (16,358) (9,052)–––––––– ––––––––

Total assets less current liabilities 74,600 81,906

Creditors: amounts falling due after more than one year 15 (73,033) (78,938)–––––––– ––––––––

1,567 2,968–––––––– ––––––––Capital and reservesCalled up share capital 19 1,218 1,218Capital redemption reserve 20 344 344Own shares 20 (103) (82)Profit and loss account 20 108 1,488

–––––––– ––––––––Shareholders’ funds 1,567 2,968–––––––– ––––––––Equity shareholders’ funds (10,815) (8,301)Non-equity shareholders’ funds 12,382 11,269

–––––––– ––––––––1,567 2,968–––––––– ––––––––

The financial statements were approved by the Board of Directors on 24 July 2006.

A Wilson T J CarlisleDirector Director

The accompanying accounting policies and notes form an integral part of these financial statements.

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Consolidated cash flow statement

Note 2005 2004£’000 £’000

Net cash inflow from operating activities 22 11,188 11,792–––––––– ––––––––

Returns on investments and servicing of financeInterest received 1,597 579Interest paid (5,218) (7,455)Interest paid under finance leases and hirepurchase contracts (933) (1,005)Non equity dividends paid – (1,116)

–––––––– ––––––––Net cash outflow from returns on investments

and servicing of finance (4,554) (8,997)–––––––– ––––––––

Taxation (799) 48

Capital expenditurePurchase of tangible fixed assets (3,648) (5,778)Sale of tangible fixed assets 347 490Purchase of intangible fixed assets (43) (72)

–––––––– ––––––––Net cash outflow from capital expenditure (3,344) (5,360)

–––––––– ––––––––Acquisitions and disposalsPurchase of subsidiary undertakings (50) (50)

–––––––– ––––––––Net cash outflow from acquisitions and disposals (50) (50)

–––––––– ––––––––Equity dividends paid – (140)

–––––––– ––––––––Net cash inflow before financing 2,441 (2,707)FinancingNet repayment of borrowings 23 (1,944) (1,830)Payments to acquire own shares (21) –Capital element of payments under finance leasesand hire purchase contracts (3,702) (4,468)

–––––––– ––––––––Net cash inflow from financing (5,667) (6,298)

–––––––– ––––––––Decrease in cash 24 (3,226) (9,005)–––––––– ––––––––

The accompanying accounting policies and notes form an integral part of these financial statements.

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Notes to the financial statements

1 Turnover and loss on ordinary activities before taxation

Turnover is attributable to international bulk transport and container rental.

Turnover for the year is analysed by geographical market as follows:

2005 2004£’000 £’000

United Kingdom 43,286 42,081Rest of Europe 90,007 87,928Rest of World 3,596 2,529

–––––––– ––––––––136,889 132,538–––––––– ––––––––

The nature of the group’s world-wide activities is such that it is not possible to present further geographicalsegmental information without making significant internal allocations, many of which are necessarilysubjective.

The loss on ordinary activities before taxation is stated after:

2005 2004£’000 £’000

Auditors’ remuneration:Audit services 78 75Non-audit services 89 85

Depreciation and amortisation:Intangible fixed assets 3,418 3,407Tangible fixed assets, owned 3,613 3,337Tangible fixed assets, held under finance leases and hire purchase contracts 1,473 1,802

Hire of plant and machinery 261 294Other operating lease rentals 2,158 1,804Exchange differences (207) 51–––––––– ––––––––2 Other operating charges

2005 2004£’000 £’000

Administrative expenses 12,440 10,562Amortisation of intangible fixed assets 3,418 3,407

–––––––– ––––––––15,858 13,969–––––––– ––––––––

3 Exceptional items

2005 2004£’000 £’000

Redundancy costs 832 –Other 116 –

–––––––– ––––––––948 ––––––––– ––––––––

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4 Net interest

2005 2004£’000 £’000

On loan stock 2,842 2,842On bank loans and overdrafts 5,419 4,664Finance charges in respect of finance leases and hire purchase contracts 933 1,005Other interest payable – 26

–––––––– ––––––––9,194 8,537

Other interest receivable and similar income (1,597) (579)–––––––– ––––––––

7,597 7,958–––––––– ––––––––5 Directors and employees

Staff costs during the year were as follows:2005 2004

£’000 £’000

Wages and salaries 7,228 6,385Social security costs 809 686Other pension costs 493 468

–––––––– ––––––––8,530 7,539–––––––– ––––––––

The average number of employees of the group during the year was 269 (2004:257).

Remuneration in respect of directors was as follows:

2005 2004£’000 £’000

Emoluments 384 320Fees 22 130Pension contributions to money purchase pension schemes 40 39Payments to third parties for directors’ services 80 80Compensation for loss of office 32 131

–––––––– ––––––––558 700–––––––– ––––––––

During the year 2 (2004: 3) directors participated in money purchase pension schemes.

Emoluments of highest paid director:

2005 2004£’000 £’000

Emoluments 157 143Pension contributions to money purchase pension schemes 20 20

–––––––– ––––––––177 163–––––––– ––––––––

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6 Tax on loss on ordinary activities

The tax charge represents:

2005 2004£’000 £’000

United Kingdom corporation tax at 30% (2004: 30%) 434 543Adjustments in respect of prior years (31) (104)Overseas taxation – current year (4) –Overseas taxation – prior years (12) 193

–––––––– ––––––––Total current tax 387 632Origination and reversal of timing differences (note 17) (34) 351

–––––––– ––––––––Tax on loss on ordinary activities 353 983–––––––– ––––––––Factors affecting the tax charge for the year:

The tax assessed for the year is different from the standard rate of corporation tax in the United Kingdom of30% (2004: 30%). The differences are explained as follows:

2005 2004£’000 £’000

Loss on ordinary activities before taxation (2,229) (789)–––––––– ––––––––

Loss on ordinary activities multiplied by the standard rate ofcorporation tax in the United Kingdom of 30% (2004: 30%) (669) (237)

Effect of:Expenses not deductible 152 77Depreciation in excess of capital allowances 4 (275)Short term timing differences 57 33Lower tax rates on overseas earnings (31) (40)Effect of fair value adjustment on consolidation (112) (112)Amortisation of intangible assets 1,022 1,022Retranslation of overseas balances on consolidation 8 96Adjustment to actual rate of UK taxation – (5)Utilisation of losses – (26)Sundry consolidation adjustments – 9Adjustments in respect of prior years (43) 89Roundings (1) 1

–––––––– ––––––––Current tax charge for the year 387 632–––––––– ––––––––7 Loss for the financial year

The parent company has taken advantage of section 230 of the Companies Act 1985 and has not included itsown profit and loss account in these financial statements. The group loss for the year includes a loss of£165,000 (2004: loss of £ 168,000) which is dealt with in the financial statements of the company.

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8 Dividends

2005 2004£’000 £’000

Equity dividends:Ordinary shares – 10p (2004: 10p) per share 96 96“B” ordinary shares – 10p (2004: 10p) per share 6 7

–––––––– ––––––––102 103

Non-equity dividends:Preferred ordinary shares – 10p (2004: 10p) per share 1,113 1,113

–––––––– ––––––––1,215 1,216–––––––– ––––––––

9 Intangible fixed assets

Goodwill on Purchased Patent and Developmentconsolidation goodwill trademarks expenditure Total

The group £’000 £’000 £’000 £’000 £’000

CostAt 1 October 2004 33,469 34,591 17 55 68,132Additions – – – 43 43

–––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2005 33,469 34,591 17 98 68,175

–––––––– –––––––– –––––––– –––––––– ––––––––AmortisationAt 1 October 2004 7,175 7,565 2 1 14,743Provided in the year 1,671 1,733 3 11 3,418

–––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2005 8,846 9,298 5 12 18,161

–––––––– –––––––– –––––––– –––––––– ––––––––Net book amount at30 September 2005 24,623 25,293 12 86 50,014–––––––– –––––––– –––––––– –––––––– ––––––––Net book amount at30 September 2004 26,294 27,026 15 54 53,389–––––––– –––––––– –––––––– –––––––– ––––––––

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10 Tangible fixed assets

Tanks,plant and

equipment, AssetsFreehold fixtures Computer Motor under

properties and fittings equipment vehicles construction TotalThe group £’000 £’000 £’000 £’000 £’000 £’000

CostAt 1 Oct 2004 980 77,505 2,278 28 990 81,781Additions – 5,109 356 16 725 6,206Transfers – 878 – – (878) –Disposals – (2,186) (6) – – (2,192)Exchangedifference – (34) (1) (1) – (36)

–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––At 30 Sep 2005 980 81,272 2,627 43 837 85,759

–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––DepreciationAt 1 Oct 2004 75 36,166 1,674 21 4 37,940Provided inthe year 15 4,758 311 2 – 5,086Disposals – (1,840) (5) – – (1,845)Exchangedifference – 71 – – – 71

–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––At 30 Sep 2005 90 39,155 1,980 23 4 41,252

–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Net bookamount at30 Sep 2005 890 42,117 647 20 833 44,507–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Net bookamount at30 Sep 2004 905 41,339 604 7 986 43,841–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

Computer equipment

The company £’000

CostAt 1 October 2004 and 30 September 2005 126––––––––DepreciationAt 1 October 2004 and 30 September 2005 126––––––––Net book amount at 30 September 2005 and 30 September 2004 –––––––––

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The figures stated above for the group include assets held under finance leases and similar hire purchasecontracts as follows:

Tanks,plant and

equipment,fixtures

and fittings£’000

Net book amount at 30 September 2005 14,997––––––––Net book amount at 30 September 2004 20,055––––––––Depreciation provided in the year 1,364––––––––11 Fixed asset investments

Shares inassociated

undertakingsThe group £’000

Cost and net book amountAt 1 October 2004 and 30 September 2005 20––––––––

Shares in group

undertakingsThe company £’000

Cost and net book amountAt 1 October 2004 and 30 September 2005 90,958––––––––

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At 30 September 2005 the group held 20% or more of the allotted share capital of the following:

Country Class of Proportion held

of incor- share By By

poration & capital parent the

operation held company group Nature of business

Subsidiary undertakings % %

UBC Limited UK Ordinary 100 100 International logistics

Linertech Limited UK Ordinary – 100 Manufacture of liners

Linertech Ireland Limited Ireland Ordinary – 100 Dormant

Yardbrace Limited UK Ordinary 100 100 Dormant

United IFF Limited UK Ordinary 100 100 Dormant

IBC Limited UK Ordinary – 100 Dormant

IBC Europa BV Holland Ordinary – 100 International logistics

IBC Logistic Systems Limited UK Ordinary – 100 Dormant

International Bulk Systems Limited UK Ordinary – 100 Dormant

CTU GmbH Germany Ordinary – 100 International logistics

Hillgate (XYZ) Limited UK Ordinary 100 100 Dormant

Polylog Limited UK Ordinary – 100 Dormant

Chemlog Limited UK Ordinary – 100 Dormant

UBC BV Holland Ordinary 100 100 International logistics

United Transport GmbH Germany Ordinary 100 100 International logistics

UBC Austria GmbH Austria Ordinary – 100 International logistics

UBC SAS France Ordinary – 100 International logistics

UBC Espana SA Spain Ordinary – 100 International logistics

UBC Finland OY Finland Ordinary – 100 International logistics

International Bulk Freight Limited UK Ordinary – 100 Dormant

United Transport Europe Limited UK Ordinary 100 100 Holding company

Bailee Freight Services Limited UK Ordinary – 100 Dormant

Beaverbag Products Limited UK Ordinary – 100 Dormant

Linertech Solutions Limited UK Ordinary – 100 Dormant

Associated undertakings and joint ventures

E-Log BV Holland Ordinary – 50 International logistics

UBC Malaysia Limited Malaysia Ordinary – 50 International logistics

Nylog Limited UK Ordinary – 50 Dormant

12 Stocks

The group2005 2004

£’000 £’000

Raw materials and consumable stores 2,064 1,605Work in progress – 205Finished goods 1,553 978

–––––––– ––––––––3,617 2,788–––––––– ––––––––

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13 Debtors

The The The Thegroup company group company2005 2005 2004 2004

£’000 £’000 £’000 £’000

Trade debtors 16,957 – 17,586 –Amounts owed by group undertakings – 38,212 – 31,157Amounts owed by associated undertakings – – 56 –Other debtors 1,080 314 752 1Prepayments and accrued income 4,882 4 4,178 14

–––––––– –––––––– –––––––– ––––––––22,919 38,530 22,572 31,172–––––––– –––––––– –––––––– ––––––––

Included within amounts owed by group undertakings for the company are amounts of £38,108,000 (2004:£31,046,000) which fall due for payment after more than one year.

14 Creditors: amounts falling due within one year

The The The Thegroup company group company2005 2005 2004 2004

£’000 £’000 £’000 £’000

Bank loans and overdrafts (note 16) 48,462 47,275 35,001 34,289Trade creditors 18,191 44 18,827 51Amounts owed to group undertakings – 2,733 – 2,955Amounts owed to associated undertakings 71 – – –Corporation tax 22 4 434 4Social security and other taxes 218 – 59 –Proposed dividends 1,365 1,365 150 150Other creditors 395 – 2,476 1,941Accruals and deferred income 16,829 3,467 13,064 834Amounts due under finance leases

and hire purchase contracts (note 16) 1,742 – 2,693 –Deferred consideration 50 – 100 –

–––––––– –––––––– –––––––– ––––––––87,345 54,888 72,804 40,224–––––––– –––––––– –––––––– ––––––––

15 Creditors: amounts falling due after more than one year

The The The Thegroup company group company2005 2005 2004 2004

£’000 £’000 £’000 £’000

Amounts owed to group undertakings – 14,034 – 14,034Bank loans (note 16) 35,669 30,575 38,731 36,480Loan stock (note 16) 28,424 28,424 28,424 28,424Amounts due under finance leases

and hire purchase contracts (note 16) 7,679 – 7,979 ––––––––– –––––––– –––––––– ––––––––

71,772 73,033 75,134 78,938–––––––– –––––––– –––––––– ––––––––

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16 Borrowings

Borrowings are repayable as follows:

The The The Thegroup company group company2005 2005 2004 2004

£’000 £’000 £’000 £’000Within one year:Bank and other borrowings 48,462 47,275 35,001 34,289Finance leases and hire purchase contracts 1,742 – 2,693 –

After one and within two years:Bank and other borrowings 8,047 6,595 6,289 5,578Finance leases and hire purchase contracts 2,617 – 2,332 –

After two and within five years:Bank and other borrowings 25,993 23,980 27,013 25,910Loan stock 28,424 28,424 28,424 28,424Finance leases and hire purchase contracts 5,062 – 5,647 –

After more than five years:Bank and other borrowings 1,629 – 5,429 4,992

–––––––– –––––––– –––––––– ––––––––121,976 106,274 112,828 99,193–––––––– –––––––– –––––––– ––––––––

Bank and other borrowings repayable after more than five years comprise:

The The The Thegroup company group company2005 2005 2004 2004

£’000 £’000 £’000 £’000

Bank loans 1,629 – 5,429 4,992–––––––– –––––––– –––––––– ––––––––Bank loans and overdraft

The bank loans and overdrafts are secured by a fixed and floating charge over all the assets of the group. Thebank loans are repayable in instalments over a period of seven years and bear interest at rates of base plus2.25% and base plus 2.75% per annum.

Loan stock

The loan stock is redeemable at par on 31 December 2007 subject to the consent of the company’s bankers,shareholders and the loan stock holders and bears interest at a rate of 10% per annum.

17 Provisions for liabilities and charges

The group Deferredtaxation(note 18)

£’000

At 1 October 2004 6,391Released in the year (note 6) (34)

––––––––At 30 September 2005 6,357––––––––

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18 Deferred taxation

The group

2005 2004£’000 £’000

Accelerated capital allowances 6,432 6,432Other timing differences (75) (41)

–––––––– ––––––––6,357 6,391–––––––– ––––––––

19 Share capital

2005 2004£’000 £’000

Authorised:12,381,920 preferred ordinary shares of 10p each 1,238 1,238968,000 ordinary shares of 10p each 97 9795,469 “B” ordinary shares of 10p each 9 9

–––––––– ––––––––1,344 1,344–––––––– ––––––––

Allotted and called up:11,131,920 preferred ordinary shares of 10 p each 1,113 1,113957,163 ordinary shares of 10p each 96 9689,682 “B” ordinary shares of 10p each 9 9

–––––––– ––––––––1,218 1,218–––––––– ––––––––

Preferred ordinary shares

The preferred ordinary shares of 10p each are non-equity shares which carry entitlement to a dividend at therate of 10p per share per annum. Holders of preferred ordinary shares have no voting rights and have theright on a winding-up to receive, in priority to any other class of shares, the sum of £1 per share togetherwith any arrears of dividend.

“B” ordinary shares

The directors consider the “B” ordinary shares of 10p each to be equity shares which carry an entitlement toa dividend at the rate of 10p per share per annum. Holders of “B” ordinary shares are entitled to surplusincome and capital but have no voting rights.

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20 Reserves

Capital Profitredemption Own and loss

reserve shares accountThe group £’000 £’000 £’000

At 1 October 2004 344 (82) (11,665)Deficit transferred from reserves – – (3,797)Purchase of own shares – (21) –

–––––––– –––––––– ––––––––At 30 September 2005 344 (103) (15,462)–––––––– –––––––– ––––––––

Capital Profitredemption Own and loss

reserve shares accountThe company £’000 £’000 £’000

At 1 October 2004 344 (82) 1,488Deficit transferred from reserves – – (1,380)Purchase of own shares – (21) –

–––––––– –––––––– ––––––––At 30 September 2005 344 (103) 108–––––––– –––––––– ––––––––The company’s Employee Benefit Trust (“EBT”) holds shares in the company for distribution to theemployees of the company at the discretion of the trustees of the EBT. At 30 September 2005 the EBT held26,523 (2004: 15,996) “B” ordinary shares of 10p each in the company. The EBT has waived any rights todividends under these shares.

In accordance with UITF 38, the company has treated transactions undertaken by the EBT as if they had beenundertaken by the company.

21 Reconciliation of movements in shareholders’ funds

The group2005 2004

£’000 £’000

Loss for the financial year (2,582) (1,772)Dividends (1,215) (1,216)Purchase of own shares (21) –Reclassification of own shares – (82)

–––––––– ––––––––Net decrease in shareholders’ funds (3,818) (3,070)Shareholders’ funds at 1 October 2004 (10,185) (7,115)

–––––––– ––––––––Shareholders’ funds at 30 September 2005 (14,003) (10,185)–––––––– ––––––––

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22 Net cash inflow from operating activities

2005 2004£’000 £’000

Operating profit 5,368 7,169Depreciation of tangible fixed assets 5,086 5,139Amortisation of intangible fixed assets 3,418 3,407Loss on disposal of investments – 30Increase in stocks (829) (756)(Increase)/decrease in debtors (347) 763Decrease in creditors (1,508) (3,960)

–––––––– ––––––––Net cash inflow from operating activities 11,188 11,792–––––––– ––––––––23 Reconciliation of net cash flow to movement in net debt

2005 2004£’000 £’000

Decrease in cash in the year (3,226) (9,005)Cash outflow from financing 1,944 1,830Cash outflow from finance leases and hire purchase contracts 3,702 4,468

–––––––– ––––––––Change in net debt resulting from cash flows 2,420 (2,707)Inception of finance leases and hire purchase contracts (2,451) (2,340)Other non-cash changes (257) (319)

–––––––– ––––––––Movement in net debt in the year (288) (5,366)Net debt at 1 October 2004 (91,294) (85,928)

–––––––– ––––––––Net debt at 30 September 2005 (91,582) (91,294)–––––––– ––––––––24 Analysis of changes in net debt

At 1 Oct Non-cash At 30 Sep2004 Cash flow changes 2005

£’000 £’000 £’000 £’000

Cash at bank and in hand 21,534 8,860 – 30,394Bank overdraft (29,729) (12,086) – (41,815)

–––––––– –––––––– –––––––– ––––––––(8,195) (3,226) – (11,421)

Debt (72,427) 1,944 (257) (70,740)Finance leases and hire purchase contracts (10,672) 3,702 (2,451) (9,421)

–––––––– –––––––– –––––––– ––––––––(91,294) 2,420 (2,708) (91,582)–––––––– –––––––– –––––––– ––––––––

25 Capital commitments

2005 2004£’000 £’000

Contracted but not provided for in the financial statements – 788–––––––– ––––––––26 Contingent liabilities

There were no contingent liabilities at 30 September 2005 or 30 September 2004.

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27 Pensions

The group operates defined contribution pension schemes for the benefit of the employees. The assets of theschemes are administered by trustees in funds independent from those of the group. During the year thegroup made contributions of £471,000 (2004: £468,000) to the schemes.

At 30 September 2005 no contributions were outstanding to these schemes (2004: £Nil).

28 Leasing commitments

Operating lease payments amounting to £1,068,000 (2004: £1,796,000) are due within one year. The leasesto which these amounts relate expire as follows:

The group

Other Other2005 2004

£’000 £’000

In one year or less 771 334Between two and five years 297 1,462

–––––––– ––––––––1,068 1,796–––––––– ––––––––

29 Controlling related parties

The directors consider that the ultimate parent undertaking and controlling related party of the company isClose Securities Limited, registered in England and Wales, by virtue of its majority shareholding in thecompany’s ordinary share capital.

The only group of undertakings including the company for which group accounts have been drawn up is thatheaded by the company.”

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PART IV(B)

HISTORICAL FINANCIAL INFORMATION ON UNITED TRANSPORTINTERNATIONAL LIMITED

REPRODUCTION OF AUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2006

The audited accounts of UTI for the year ended 30 September 2006, which have been prepared in accordancewith UK GAAP are reproduced in full on pages in this Part IV(B).

“Report of the independent auditor to the members of United Transport International Limited

We have audited the group and parent company financial statements of United Transport InternationalLimited for the year ended 30 September 2006 which comprise the principal accounting policies, theconsolidated profit and loss account, the balance sheets, the consolidated cash flow statement, theconsolidated statement of total recognised gains and losses and notes 1 to 30. These financial statements havebeen 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 theCompanies Act 1985. Our audit work has been undertaken so that we might state to the company’s membersthose matters we are required to state to them in an auditors’ report and for no other purpose. To the fullestextent permitted by law, we do not accept or assume responsibility to anyone other than the company andthe company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of the directors and auditor

The directors’ responsibilities for preparing the Report of the Directors and the financial statements inaccordance with United Kingdom law and Accounting Standards (United Kingdom Generally AcceptedAccounting Practice) are set out in the statement of directors’ responsibilities.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatoryrequirements and International 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 properlyprepared in accordance with the Companies Act 1985 and the information given in the Report of theDirectors is consistent with the financial statements. We also report to you if, in our opinion, the companyhas not kept proper accounting records, if we have not received all the information and explanations werequire for our audit, or if information specified by law regarding directors’ remuneration and othertransactions is not disclosed.

We read the Report of the Directors and consider the implications for our report if we become aware of anyapparent misstatements within it.

Basis of opinion

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued bythe Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to theamounts and disclosures in the financial statements. It also includes an assessment of the significantestimates and judgements made by the directors in the preparation of the financial statements, and of whetherthe accounting policies are appropriate to the group’s and company’s circumstances, consistently applied andadequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance that thefinancial statements are free from material misstatement, whether caused by fraud or other irregularity orerror. In forming our opinion we also evaluated the overall adequacy of the presentation of information inthe financial statements.

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Opinion

In our opinion:

• the financial statements give a true and fair view, in accordance with United Kingdom GenerallyAccepted Accounting Practice, of the state of the affairs of the company and the group as at30 September 2006 and of the loss of the group for the period then ended;

• the financial statements have been properly prepared in accordance with the Companies Act 1985; and

• the information given in the Report of the Directors is consistent with the financial statements for theperiod ended 30 September 2006.

GRANT THORNTON UK LLPREGISTERED AUDITORSCHARTERED ACCOUNTANTSLEEDS

15 March 2007

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Principal accounting policies

Basis of preparation

The financial statements have been prepared in accordance with applicable accounting standards and underthe historical cost convention.

The principal accounting policies of the group are set out below.

In preparing the financial statements for the current year, the group has adopted the following FinancialReporting Standards:

– FRS 21 ‘Events after the Balance Sheet date (IAS 10)’; and

– the presentation requirements of ‘FRS 25 ‘Financial Instruments: Disclosure and Presentation (IAS32)’.

FRS 21 ‘Events after the Balance Sheet date (IAS 10)’

The adoption of FRS 21 has resulted in a change in accounting policy in respect of proposed equitydividends. If the company declares dividends to the holders of equity instruments after the balance sheetdate, the company does not recognise those dividends as a liability at the balance sheet date. The aggregateamount of equity dividends proposed before approval of the financial statements, which have not been shownas liabilities at the balance sheet date, are disclosed in the notes to the financial statements. Previously,proposed equity dividends were recorded as liabilities at the balance sheet date. This change in accountingpolicy has given rise to a prior year adjustment (note 20).

FRS 25 ‘Financial Instruments: Disclosure and Presentation (IAS 32)’

In preparing the financial statements for the current year, the company has adopted the presentationrequirements of FRS 25 ‘Financial Instruments: Disclosure and Presentation’.

The adoption of FRS 25 has resulted in a change in accounting policy in respect of the presentation ofdividends and distributions. Dividends and distributions relating to equity instruments are debited direct toequity. Previously, equity dividends were shown on the face of the profit and loss account.

Shares with a contracted fixed distribution and no equity rights are classified under FRS 25 as debt, and thecompany’s preferred ordinary shares have therefore been reclassified as debt in these financial statements.

The company’s ordinary and B ordinary shares have both equity and debt components and therefore inaccordance with FRS 25, these shares should be shown as compound instruments, with the impact of thiscalculated at the inception of the investment. However, the directors have determined that the debtcomponent of these shares at 30 September 2006 is unlikely to be material, and therefore the ordinary andB ordinary shares continue to be disclosed within shareholders’ funds as a non-equity component. Inaccordance with the provisions of FRS 25, the comparative figures have not been amended.

Despite the net liabilities of the group, the directors, after making enquiries, have a reasonable expectationthat the group has adequate resources to continue in operational existence for the foreseeable future. For thisreason, they have adopted the going concern basis in preparing the financial statements.

Basis of consolidation

The group financial statements consolidate those of the company and of its subsidiary undertakings (see note11) drawn up to 30 September 2006. Profits or losses on intra-group transactions are eliminated in full. Onacquisition of a subsidiary, all of the subsidiary’s assets and liabilities which exist at the date of acquisitionare recorded at their fair values reflecting their condition at that date.

Goodwill arising on consolidation, representing the excess of the fair value of the consideration given overthe fair values of the identifiable net assets acquired, is capitalised and is amortised on a straight line basisover its estimated useful economic life of 20 years as shown in note 9.

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Joint ventures

A joint venture is an entity in which the group holds an interest on a long term basis and which is jointlycontrolled by the group and one or more other venturers under a contractual arrangement. As the directorsdo not consider these undertakings to be material, in the context of either net assets or profit for the period,the investments are reflected at cost only and the group’s share of the profit of the undertakings is limited toprofits remitted by means of dividend in the accounting period.

Where joint ventures are loss-making, appropriate provision is made in the financial statements of the parentcompany for the proportion of the loss attributable to the group.

Turnover

Turnover is the total amount receivable by the group for goods supplied and services provided, excludingVAT and trade discounts.

Goodwill

Purchased goodwill is capitalised and is amortised on a straight line basis over its estimated useful economiclife of 20 years as shown in note 9.

Research and development

Development costs incurred on specific projects are capitalised when recoverability can be assessed withreasonable certainty and are to be amortised in line with expected sales. All other research and developmentcosts are written off in the year of expenditure.

Tangible fixed assets and depreciation

Depreciation is calculated to write down the cost less estimated residual value of all tangible fixed assets byequal annual instalments over their expected useful lives. The periods generally applicable are:

Freehold properties 50 yearsTanks, plant and equipment 2-15 yearsMotor vehicles 4 yearsFixtures and fittings 5 years

Investments

Investments are included at cost less amounts written off. Profits or losses arising from disposals of fixedasset investments are treated as part of the result from ordinary activities.

Intangible fixed assets

Patents are stated at cost and are amortised on a straight line basis over the anticipated life of the patent.

Stocks

Stocks are stated at the lower of cost and net realisable value.

Deferred taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at thebalance sheet date where transactions or events have occurred at that date that will result in an obligation topay more, or a right to pay less or to receive more tax, with the following exceptions:

Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixedassets, and gains on disposal of fixed assets that have been rolled over into replacement assets, only to theextent that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned.However, no provision is made where, on the basis of all available evidence at the balance sheet date, it ismore likely than not that the taxable gain will be rolled over into replacement assets and charged to tax onlywhere the replacement assets are sold.

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Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than notthat there will be suitable taxable profits from which the future reversal of the underlying timing differencescan be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periodsin which timing differences reverse, based on tax rates and laws enacted or substantively enacted at thebalance sheet date.

Foreign currency

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction.Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at thebalance sheet date. All other exchange differences are dealt with through the profit and loss account.

The financial statements of foreign subsidiaries are translated at the rate of exchange ruling at the balancesheet date. Exchange differences arising from the retranslation of the opening net investment in subsidiariesare taken directly to reserves, unless considered immaterial.

Contributions to pension funds

Defined Contribution Schemes

The company operates defined contribution pension schemes. The assets of the schemes are held separatelyfrom those of the group in independently administered funds.

The pension costs charged against profits represent the amount of the contributions payable to the schemesin respect of the accounting period.

Leased assets

Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet anddepreciated over their expected useful lives. The capital element of the future payments is treated as aliability and the interest charged to the profit and loss account at a constant rate of change on the balance ofcapital repayments outstanding.

All other leases are regarded as operating leases and the payments made under them are charged to the profitand loss account on a straight line basis over the lease term.

Grant income

Grants that relate to specific capital expenditure are treated as deferred income which is then credited to theprofit and loss account over the related assets’ useful life. Other grants are credited to the profit and lossaccount in the period to which they relate, to the extent that they are not repayable.

Financial instruments

Financial liabilities and equity instruments are classified according to the substance of the contractualarrangements entered into. An equity instrument is any contract that evidences a residual interest in the assetsof the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to asimilar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities arepresented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities areincluded in the profit and loss account. Finance costs are calculated so as to produce a constant rate of returnon the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financialliability then this is classed as an equity instrument. Dividends and distributions relating to equityinstruments are debited direct to equity.

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Consolidated profit and loss account

20052006 as restated

Note £’000 £’000

Turnover 1 128,536 136,716Cost of sales (110,738) (115,839)

–––––––– ––––––––Gross profit 17,798 20,877Other operating charges 2 (16,808) (15,858)

Operating profit before amortisation ofintangible assets and exceptional items 8,159 9,385Amortisation of intangible assets (3,424) (3,418)Exceptional items 3 (3,745) (948)

Operating profit 990 5,019Net interest 4 (8,430) (7,597)

–––––––– ––––––––Loss on ordinary activities before taxation 1 (7,440) (2,578)Tax on loss on ordinary activities 6 456 (310)

–––––––– ––––––––Loss for the year 20 (6,984) (2,888)–––––––– ––––––––All of the activities of the group are classed as continuing.

There were no recognised gains or losses other than the loss for the financial year.

The accompanying accounting policies and notes form an integral part of these financial statements.

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Consolidated balance sheet

20052006 as restated

Note £’000 £’000

Fixed assetsIntangible assets 9 46,549 50,014Tangible assets 10 39,974 44,507Investments 11 45 20

–––––––– ––––––––86,568 94,541

Current assetsStocks 12 4,079 3,617Debtors 13 20,715 22,767Cash at bank and in hand 3,436 289

–––––––– ––––––––28,230 26,673

Creditors: amounts falling due within one year 14 (48,662) (57,279)–––––––– ––––––––

Net current liabilities (20,432) (30,606)–––––––– ––––––––

Total assets less current liabilities 66,136 63,935Creditors: amounts falling due after more than one year 15 (82,564) (71,772)Provisions for liabilities and charges 17 (5,884) (6,357)

–––––––– ––––––––(22,312) (14,194)–––––––– ––––––––

Capital and reservesCalled up share capital 19 105 1,218Capital redemption reserve 20 344 344Own shares 20 (124) (103)Profit and loss account 20 (22,637) (15,653)

–––––––– ––––––––Shareholders funds 21 (22,312) (14,194)–––––––– ––––––––The financial statements were approved by the Board of Directors on 15 March 2007.

A Wilson T J CarlisleDirector Director

The accompanying accounting policies and notes form an integral part of these financial statements.

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Company balance sheet

20052006 as restated

Note £’000 £’000

Fixed assetsTangible assets 10 – –Investments 11 84,958 90,958

–––––––– ––––––––84,958 90,958

Current assetsDebtors: amounts falling due within one year 273 318Debtors: amounts falling due after more than one year 13 43,733 37,912

–––––––– ––––––––44,006 38,230

Creditors: amounts falling due within one year 14 (49,625) (54,773)–––––––– ––––––––

Net current liabilities (5,619) (16,543)–––––––– ––––––––

Total assets less current liabilities 79,339 74,415Creditors: amounts falling due after more than one year 15 (88,391) (73,033)

–––––––– ––––––––(9,052) 1,382–––––––– ––––––––

Capital and reservesCalled up share capital 19 105 1,218Capital redemption reserve 20 344 344Own shares 20 (124) (103)Profit and loss account 20 (9,377) (77)

–––––––– ––––––––Shareholders’ funds (9,052) 1,382–––––––– ––––––––The financial statements were approved by the Board of Directors on 15 March 2007.

A Wilson T J CarlisleDirector Director

The accompanying accounting policies and notes form an integral part of these financial statements.

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Consolidated cash flow statement

20052006 as restated

Note £’000 £’000

Net cash inflow from operating activities 22 9,491 10,871

Returns on investments and servicing of financeInterest received 2,578 1,597Interest paid (5,265) (5,218)Interest paid under finance leases and hire purchase contracts (651) (933)

–––––––– ––––––––Net cash outflow from returns on investments and servicing

of finance (3,338) (4,554)–––––––– ––––––––

Taxation (695) (799)

Capital expenditurePurchase of tangible fixed assets (1,533) (3,648)Sale of tangible fixed assets 1,979 347Purchase of investments (25) –Purchase of intangible fixed assets (30) (43)

–––––––– ––––––––Net cash inflow from capital expenditure 391 (3,344)

–––––––– ––––––––Acquisitions and disposalsPayments to acquire subsidiary undertakings (50) (50)

–––––––– ––––––––Net cash outflow from acquisitions and disposals (50) (50)

–––––––– ––––––––Net cash inflow before financing 5,799 2,124

FinancingReceipts from borrowings 23 14,682 –Repayment of borrowings (2,075) (1,627)Payments to acquire own shares (21) (21)Capital element of payments under finance leases and hire

purchase contracts (3,562) (3,702)–––––––– ––––––––

Net cash inflow from financing 9,024 (5,350)–––––––– ––––––––

Increase in cash 24 14,823 (3,226)–––––––– ––––––––

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Consolidated statement of total recognised gains and losses

2006 2006 2005£’000 £’000 £’000

Loss for the financial year (6,984) (2,888)––––––––Prior year adjustment (note 20) (234)Tax effect of prior year adjustment 43

––––––––(191)

––––––––Total recognised gains and losses relating to the year (7,175)––––––––

The accompanying accounting policies and notes form an integral part of these financial statements.

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Notes to the financial statements

1 Turnover and loss on ordinary activities before taxation

Turnover is attributable to international bulk transport and container rental.

Turnover for the year is analysed by geographical market as follows:

2006 2005as restated

£’000 £’000

United Kingdom 39,914 43,286Rest of Europe 85,904 90,007Rest of World 2,718 3,423

–––––––– ––––––––128,536 136,716–––––––– ––––––––

The loss on ordinary activities before taxation is stated after:

2006 2005as restated

£’000 £’000

Fees payable to the company’s auditor for the audit of the company’s annual financial statements 31 29

Fees payable to the company’s auditor and its associates for other servicesThe audit of the company’s subsidiaries pursuant to legislation 62 49Tax services 48 92Other services 82 7Depreciation and amortisation:Intangible fixed assets 3,424 3,418Tangible fixed assets, owned 3,966 3,613Tangible fixed assets, held under finance leases and hire purchase contracts 1,439 1,473Loss on disposal of tangible fixed assets 658 –

Hire of plant and machinery 189 261Other operating lease rentals 1,374 2,158Exchange differences (43) (207)–––––––– ––––––––The analysis of auditors’ remuneration for the year ended 30 September 2005 between audit and non-auditservices has been restated to comply with the requirements of Statutory Instrument 2005/2417.

2 Other operating charges

2006 2005£’000 £’000

Administrative expenses 13,384 12,440Amortisation of intangible fixed assets 3,424 3,418

–––––––– ––––––––16,808 15,858–––––––– ––––––––

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3 Exceptional items

Cost of AdministrativeTurnover sales expenses Total Total

2006 2006 2006 2006 2005£’000 £’000 £’000 £’000 £’000

Trading losses arisingfrom terminated operations (1,765) 1,945 281 461 –

Redundancy and reorganisationcosts – – 1,003 1,003 832

Exceptional non-recurringcosts and asset write-downs arising in a terminated operation – – 896 896 –

Accelerated write-down of fixed assets – 187 626 813 –

Exceptional stock write-downs – 572 – 572 –Other – – – – 116

–––––––– –––––––– –––––––– –––––––– ––––––––(1,765) 2,704 2,806 3,745 948–––––––– –––––––– –––––––– –––––––– ––––––––

The tax charge for the year has been reduced by £594,000 (2005: £284,000) as a result of the exceptionalitems.

4 Net interest

2006 2005£’000 £’000

On loan stock 2,842 2,842On bank loans and overdrafts 6,451 5,419Finance charges in respect of finance leases and hire purchase contracts 651 933Dividends on shares previously classified as equity 1,113 –

–––––––– ––––––––11,057 9,194

Other interest receivable and similar income (2,627) (1,597)–––––––– ––––––––

8,430 7,597–––––––– ––––––––5 Directors and employees

Staff costs during the year were as follows:

2006 2005£’000 £’000

Wages and salaries 7,208 7,228Social security costs 795 809Other pension costs 428 493

–––––––– ––––––––8,431 8,530–––––––– ––––––––

The average number of employees of the group during the year was as follows:

2006 2005£’000 £’000

Operations 205 202Management 65 67

–––––––– ––––––––270 269–––––––– ––––––––

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5 Directors and employees (continued)

Remuneration in respect of directors was as follows:

2006 2005£’000 £’000

Emoluments 502 424

Fees – 22

Pension contributions to money purchase pension schemes 53 40

Payments to third parties for directors’ services 80 80

Compensation for loss of office – 32–––––––– ––––––––

635 598–––––––– ––––––––During the year 2 (2005: 2) directors participated in money purchase pension schemes.

Emoluments of highest paid director:

2006 2005£’000 £’000

Emoluments 148 157

Pension contributions to money purchase pension schemes 20 20–––––––– ––––––––

168 177–––––––– ––––––––6 Tax on loss on ordinary activities

The tax charge represents:2006 2005

as restated£’000 £’000

United Kingdom corporation tax at 30% (2005: 30%) (117) 391Adjustments in respect of prior years 106 (31)Overseas taxation – current year (4) (4)Overseas taxation – prior years 32 (12)

–––––––– ––––––––Total current tax 17 344Origination and reversal of timing differences (note 17) (473) (34)

–––––––– ––––––––Tax on loss on ordinary activities (456) 310–––––––– ––––––––

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6 Tax on loss on ordinary activities (continued)

Factors affecting the tax charge for the year:

The tax assessed for the year is different from the standard rate of corporation tax in the United Kingdom of30 per cent. (2005: 30 per cent.). The differences are explained as follows:

2006 2005as restated

£’000 £’000

Loss on ordinary activities before taxation (7,440) (2,578)–––––––– ––––––––

Loss on ordinary activities multiplied by the standard rate ofcorporation tax in the United Kingdom of 30% (2005: 30%) (2,232) (773)

Effect of:Expenses not deductible 920 152Depreciation in excess of capital allowances 533 4Short term timing differences (72) 118Lower tax rates on overseas earnings (12) (31)Effect of fair value adjustment on consolidation – (112)Amortisation of intangible assets 1,022 1,022Other consolidation adjustments (26) 8Adjustments in respect of prior years (117) (43)Roundings 1 (1)

–––––––– ––––––––Current tax charge for the year 17 344–––––––– ––––––––7 Loss for the financial year

The parent company has taken advantage of section 230 of the Companies Act 1985 and has not included itsown profit and loss account in these financial statements. The group loss for the year includes a loss of£9,300,000 (2005: loss of £165,000) which is dealt with in the financial statements of the company.

8 Dividends

2006 2005as restated

£’000 £’000

Non-equity dividends:Preferred ordinary shares – 10p (2005: 10p) per share 1,113 1,113–––––––– ––––––––Dividends in respect of preferred ordinary shares for the year ended 30 September 2006 of £1,113,000 havebeen classified as interest costs (note 4).

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9 Intangible fixed assets

Goodwillon Purchased Patent and Development

consolidation goodwill trademarks expenditure Total£’000 £’000 £’000 £’000 £’000

CostAt 1 October 2005 33,469 34,591 17 98 68,175Additions – – 30 – 30Disposals – – – (98) (98)

–––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2006 33,469 34,591 47 – 68,107

–––––––– –––––––– –––––––– –––––––– ––––––––AmortisationAt 1 October 2005 8,846 9,298 5 12 18,161Provided in the year 1,671 1,733 5 15 3,424Disposals – – – (27) (27)

–––––––– –––––––– –––––––– –––––––– ––––––––At 30 September 2006 10,517 11,031 10 – 21,558

–––––––– –––––––– –––––––– –––––––– ––––––––Net book amount at

30 September 2006 22,952 23,560 37 – 46,549–––––––– –––––––– –––––––– –––––––– ––––––––Net book amount at

30 September 2005 24,623 25,293 12 86 50,014–––––––– –––––––– –––––––– –––––––– ––––––––

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10 Tangible fixed assets

Tanks,plant and

equipment, AssetsFreehold fixtures Computer Motor under

The group properties and fittings equipment vehicles construction Total£’000 £’000 £’000 £’000 £’000 £’000

CostAt 1 Oct 2005 980 81,272 2,627 43 837 85,759Additions 9 2,888 211 – 346 3,454Transfers – 1,132 – – (1,132) –Disposals – (7,565) (991) (14) – (8,570)Exchange

difference – (20) – – – (20)–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

At 30 Sep 2006 989 77,707 1,847 29 51 80,623–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

DepreciationAt 1 Oct 2005 90 39,155 1,980 23 4 41,252Provided in

the year 14 5,066 319 6 – 5,405Disposals – (5,512) (477) (15) – (6,004)Exchange

difference – (4) – – – (4)–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

At 30 Sep 2006 104 38,705 1,822 14 4 40,649–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

Net book amount at 30 Sep 2006 885 39,002 25 15 47 39,974–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

Net book amount at30 Sep 2005 890 42,117 647 20 833 44,507–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

Computerequipment

The company £’000

CostAt 1 October 2005 and 30 September 2006 125––––––––DepreciationAt 1 October 2005 and 30 September 2006 125––––––––Net book amount at 30 September 2006 and 30 September 2005 –––––––––

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10 Tangible fixed assets (continued)

The figures stated above for the group include assets held under finance leases and similar hire purchasecontracts as follows:

Tanks,plant and

equipment,fixtures

and fittings£’000

Net book amount at 30 September 2006 13,873––––––––Net book amount at 30 September 2005 14,997––––––––Depreciation provided in the year 1,439––––––––11 Fixed asset investments

Shares in joint Tradeventures investments Total

The group £’000 £’000 £’000

Cost and net book amountAt 1 October 2005 11 9 20Additions 19 6 25

–––––––– –––––––– ––––––––At 30 September 2006 30 15 45–––––––– –––––––– ––––––––

Shares ingroup

undertakingsThe company £’000

CostAt 1 October 2005 and 30 September 2006 90,958––––––––Amounts written offAt 1 October 2005 –Provided in the year 6,000

––––––––At 30 September 2006 6,000––––––––Net book amount at 30 September 2006 84,958––––––––Net book amount at 30 September 2005 90,958––––––––

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11 Fixed asset investments (continued)

At 30 September 2006 the group held 20 per cent. or more of the allotted share capital of the following:

Class of Proportion heldCountry of share By Byincorporation capital parent the Nature of& operation held company group business

Subsidiary undertakings % %

UBC Limited UK Ordinary 100 100 International logisticsLinertech Limited UK Ordinary – 100 Manufacture of linersYardbrace Limited UK Ordinary 100 100 DormantUnited IFF Limited UK Ordinary 100 100 DormantIBC Limited UK Ordinary – 100 DormantIBC Europa BV Holland Ordinary – 100 International logisticsIBC Logistic Systems Limited UK Ordinary – 100 DormantInternational Bulk Systems

Limited UK Ordinary – 100 DormantCTU GmbH Germany Ordinary – 100 International logisticsHillgate (XYZ) Limited UK Ordinary 100 100 DormantUBC Flexitanks Limited UK Ordinary – 100 DormantChemlog Limited UK Ordinary – 100 DormantUBC BV Holland Ordinary 100 100 International logisticsUnited Transport GmbH Germany Ordinary 100 100 International logisticsUBC Austria GmbH Austria Ordinary – 100 International logisticsUBC SAS France Ordinary – 100 International logisticsUBC Espana SA Spain Ordinary – 100 DormantUBC Finland OY Finland Ordinary – 100 International logisticsInternational Bulk Freight

Limited UK Ordinary – 100 DormantUnited Transport Europe

Limited UK Ordinary 100 100 Holding companyBailee Freight Services Limited UK Ordinary – 100 DormantBeaverbag Products Limited UK Ordinary – 100 DormantLinertech Solutions Limited UK Ordinary – 100 Dormant

All the above subsidiary undertakings are included in the consolidated financial statements.

Class of Proportion heldCountry of share By Byincorporation capital parent the Nature of& operation held company group business

Joint ventures % %

E-Log European Logistics BV Holland Ordinary – 50 International logisticsUBC WorldBulk (Asia) Sdn Bhd Malaysia Ordinary – 50 International logisticsNylog Limited UK Ordinary – 50 Dormant

12 Stocks

The group2006 2005

£’000 £’000

Raw materials and consumable stores 1,976 2,064Finished goods 2,103 1,553

–––––––– ––––––––4,079 3,617–––––––– ––––––––

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13 Debtors

The The The Thegroup company group company2006 2006 2005 2005

as restated as restated£’000 £’000 £’000 £’000

Trade debtors 14,352 – 16,784 –Amounts owed by group undertakings – 43,945 – 37,912Amounts owed by associated undertakings 134 – – –Corporation tax recoverable 699 – 21 –Other debtors 743 12 1,080 314Prepayments and accrued income 4,787 49 4,882 4

–––––––– –––––––– –––––––– ––––––––20,715 44,006 22,767 38,230–––––––– –––––––– –––––––– ––––––––

Included within amounts owed by group undertakings for the company are amounts of £43,733,000 (2005:£37,912,000) which fall due for payment after more than one year.

14 Creditors: amounts falling due within one year

The The The Thegroup company group company2006 2006 2005 2005

as restated as restated£’000 £’000 £’000 £’000

Bank loans (note 16) 4,770 3,817 6,647 5,577Bank overdrafts (note 16) 34 31,958 11,710 41,698Trade creditors 15,496 32 18,367 44Amounts owed to group undertakings – 2,733 – 2,733Amounts owed to associated undertakings – – 71 –Corporation tax – – – 4Social security and other taxes 255 – 218 –Proposed dividends – – 1,250 1,250Other creditors 323 – 395 –Accruals and deferred income 23,071 9,972 16,829 3,467Amounts due under finance leasesand hire purchase contracts (note 16) 3,600 – 1,742 –Deferred consideration – – 50 –Shares classified as financial liabilities

(see below) 1,113 1,113 – ––––––––– –––––––– –––––––– ––––––––

48,662 49,625 57,279 54,773–––––––– –––––––– –––––––– ––––––––Cash at bank and in hand and bank overdraft at 30 September 2006 and 30 September 2005 have beenamended to reflect the right of set-off of certain bank facilities within the group.

Shares classed as financial liabilities:

The The The Thegroup company group company2006 2006 2005 2005

£’000 £’000 £’000 £’000

Preferred ordinary share capital (note 19) 1,113 1,113 – –

–––––––– –––––––– –––––––– ––––––––

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15 Creditors: amounts falling due after more than one year

The The The Thegroup company group company2006 2006 2005 2005

£’000 £’000 £’000 £’000

Amounts owed to group undertakings – 14,034 – 14,034Bank loans (note 16) 49,976 45,933 35,669 30,575Loan stock (note 16) 28,424 28,424 28,424 28,424Amounts due under finance leases

and hire purchase contracts (note 16) 4,164 – 7,679 ––––––––– –––––––– –––––––– ––––––––

82,564 88,391 71,772 73,033–––––––– –––––––– –––––––– ––––––––16 Borrowings

Borrowings are repayable as follows:

The The The Thegroup company group company2006 2006 2005 2005

£’000 £’000 £’000 £’000

Within one year:Bank loans 4,770 3,817 6,647 5,577Bank overdraft 34 31,958 11,710 41,698Finance leases and hire purchase contracts 3,600 – 1,742 –

After one and within two years:Bank loans 4,182 3,378 8,047 6,595Loan stock 28,424 28,424 – –Finance leases and hire purchase contracts 2,115 – 2,617 –

After two and within five years:Bank loans 18,497 16,120 25,993 23,980Loan stock – – 28,424 28,424Finance leases and hire purchase contracts 2,049 – 5,062 –

After more than five years:Bank and other borrowings 27,297 26,434 1,629 –

–––––––– –––––––– –––––––– ––––––––90.968 110,131 91,871 106,274–––––––– –––––––– –––––––– ––––––––

Bank and other borrowings repayable after more than five years comprise:

The The The Thegroup company group company2006 2006 2005 2005

£’000 £’000 £’000 £’000

Bank loans 27,297 26,434 1,629 ––––––––– –––––––– –––––––– ––––––––Bank loans and overdraft

The bank loans and overdrafts are secured by a fixed and floating charge over all the assets of the group. Thebank loans are repayable in instalments over a period of seven years and bear interest at rates of LIBOR plus2.5 per cent., LIBOR plus 3 per cent. and LIBOR plus 6 per cent. per annum.

Loan stock

The loan stock is redeemable at par on 31 December 2007 subject to the consent of the company’s bankers,shareholders and the loan stock holders and bears interest at a rate of 10 per cent. per annum.

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17 Provisions for liabilities and charges

Deferredtaxation(note 18)

The group £’000

At 1 October 2005 6,357Released in the year (note 6) (473)

––––––––At 30 September 2006 5,884––––––––18 Deferred taxation

2006 2005The group £’000 £’000

Accelerated capital allowances 5,895 6,432Other timing differences (11) (75)

–––––––– ––––––––5,884 6,357–––––––– ––––––––

19 Share capital

2006 2005£’000 £’000

Authorised:12,381,920 preferred ordinary shares of 10p each 1,238 1,238968,000 ordinary shares of 10p each 97 9795,469 “B” ordinary shares of 10p each 9 9

–––––––– ––––––––1,344 1,344–––––––– ––––––––

Allotted and called up:11,131,920 preferred ordinary shares of 10p each 1,113 1,113957,163 ordinary shares of 10p each 96 9689,682 “B” ordinary shares of 10p each 9 9

–––––––– ––––––––1,218 1,218–––––––– ––––––––2006 2005

£’000 £’000

Shares classed as equity 105 1,218Shares classed as debt (note 14) 1,113 ––––––––– ––––––––FRS 25 – presentation and disclosure of preferred ordinary shares

The adoption of FRS 25 has resulted in a change in accounting policy in respect of the presentation ofdividends and distributions. Dividends and distributions relating to equity instruments are debited direct toequity. Previously, equity dividends were shown on the face of the profit and loss account. Shares with acontracted fixed distribution and no equity rights are classified under FRS 25 as debt, and the company’spreferred ordinary shares have therefore been reclassified as debt in these financial statements. Dividends onshares classed as equity instruments are recognised only on payment, and therefore dividends of £115,000unpaid at 30 September 2005 have been added back within the prior year adjustment (see note 20).

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19 Share capital (continued)

Preferred ordinary shares

The preferred ordinary shares of 10p each carry entitlement to a dividend at the rate of 10p per share perannum. Holders of preferred ordinary shares have no voting rights and have the right on a winding-up toreceive, in priority to any other class of shares, the sum of £1 per share together with any arrears of dividend.

Ordinary and “B” ordinary shares

The ordinary and “B” ordinary shares of 10p each carry an entitlement to a dividend at the rate of 10p pershare per annum. Holders of “B” ordinary shares are entitled to surplus income and capital but have novoting rights.

20 Reserves

Capital Profitredemption Own and loss

reserve shares accountThe group £’000 £’000 £’000

At 1 October 2005 344 (103) (15,462)Prior year adjustment – – (191)

–––––––– –––––––– ––––––––At 1 October 2005 – as restated 344 (103) (15,653)Loss for the year – – (6,984)Purchase of own shares – (21) –

–––––––– –––––––– ––––––––At 30 September 2006 344 (124) (22,637)–––––––– –––––––– ––––––––

Capital Profitredemption Own and loss

reserve shares accountThe company £’000 £’000 £’000

At 1 October 2005 344 (103) 108Prior year adjustment – – (185)

–––––––– –––––––– ––––––––At 1 October 2005 – as restated 344 (103) (77)Loss for the year – – (9,300)Purchase of own shares – (21) –

–––––––– –––––––– ––––––––At 30 September 2006 344 (124) (9,377)–––––––– –––––––– ––––––––The company’s Employee Benefit Trust (“EBT”) holds shares in the company for distribution to theemployees of the company at the discretion of the trustees of the EBT. At 30 September 2006 the EBT held35,997 (2005: 26,523) “B” ordinary shares of 10p each in the company, and 1,053 “B” ordinary shares hadbeen transferred to the EBT with payment completed in October 2006. The EBT has waived any rights todividends under these shares. In accordance with UITF 38, the company has treated transactions undertakenby the EBT as if they had been undertaken by the company.

The prior year adjustment of £191,000 in the group results from accounting errors arising at one of thecompany’s subsidiary undertakings during the year ended 30 September 2005 of £349,000, net of a tax effectof £43,000, and equity dividends of £115,000 added back on the implementation of FRS 21 (as set out innote 19).

The prior year adjustment of £185,000 in the company arises from the implementation of FRS 21, asdescribed on page 8, and is in respect of intra-group dividends of £300,000 declared but not paid as at 30September 2005, and equity dividends of £115,000 added back on the implementation of FRS 21 (as set outin note 19).

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21 Reconciliation of movements in shareholders’ funds

The group2005

2006 as restated£’000 £’000

Loss for the financial year (6,984) (2,888)Non-equity dividends – (1,113)Purchase of own shares (21) (21)Reclassification of preferred ordinary shares as debt (1,113) –

–––––––– ––––––––Net decrease in shareholders’ funds (8,118) (4,022)Shareholders funds at 1 October 2005 (originally £14,003,000 before

prior year adjustment of £191,000) (14,194) (10,172)–––––––– ––––––––

Shareholders funds at 30 September 2006 (22,312) (14,194)–––––––– ––––––––22 Net cash inflow from operating activities

20052006 as restated

£’000 £’000

Operating profit 990 5,019Depreciation of tangible fixed assets 5,405 5,086Loss on disposal of tangible fixed assets 658 –Amortisation of intangible fixed assets 3,424 3,418Exchange gain on retranslation of long term debt (145) (317)Increase in stocks (462) (829)Decrease/(increase) in debtors 2,779 (174)Increase in creditors (3,158) (1,332)

–––––––– ––––––––Net cash inflow from operating activities 9,491 10,871–––––––– ––––––––Net cash inflow from operating activities for the year ended 30 September 2005 has been restated to includethe exchange gain on retranslation of long term debt.

23 Reconciliation of net cash flow to movement in net debt

20052006 as restated

£’000 £’000

Increase in cash in the year 14,823 (3,226)Net cash inflow from financing (12,607) 1,627Cash outflow from finance leases and hire purchase contracts 3,562 3,702

–––––––– ––––––––Change in net debt resulting from cash flows 5,778 2,103Inception of finance leases and hire purchase contracts (1,905) (2,451)Other non-cash changes 177 60

–––––––– ––––––––Movement in net debt in the year 4,050 (288)Net debt at 1 October 2005 (91,582) (91,294)

–––––––– ––––––––Net debt at 30 September 2006 (87,532) (91,582)–––––––– ––––––––

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24 Analysis of changes in net debt

At 1 Oct2005 Non-cash At 30 Sept

as restated Cash flow changes 2006£’000 £’000 £’000 £’000

Cash at bank and in hand 289 3,147 – 3,436Bank overdraft (11,710) 11,676 – (34)

–––––––– –––––––– –––––––– ––––––––(11,421) 14,823 – 3,402

Debt (70,740) (12,697) 177 (83,170)Finance leases and hire purchase contracts (9,421) 3,562 (1,905) (7,764)

–––––––– –––––––– –––––––– ––––––––(91,582) 5,778 (1,728) (87,532)–––––––– –––––––– –––––––– ––––––––

25 Capital commitments

There were no capital commitments at 30 September 2006 or 30 September 2005.

26 Contingent liabilities

There were no contingent liabilities at 30 September 2006 or 30 September 2005.

27 Pensions

The group operates defined contribution pension schemes for the benefit of the employees. The assets of theschemes are administered by trustees in funds independent from those of the group. During the year thegroup made contributions of £428,000 (2005: £471,000) to the schemes.

At 30 September 2006 no contributions were outstanding to these schemes (2005: £Nil).

28 Leasing commitments

Operating lease payments amounting to £481,000 (2005: £1,068,000) are due within one year. The leases towhich these amounts relate expire as follows:

The group Other Other2006 2005

£’000 £’000In one year or less 200 771Between two and five years 281 297

–––––––– ––––––––481 1,068–––––––– ––––––––

29 Financial instruments

The directors consider the fair value of financial instruments at 30 September 2006 and 30 September 2005to be not material.

30 Related party transaction

During the year, the group has made sales of £126,000 (2005: £17,000) to, and purchases of £647,000 (2005:£Nil) from, UBC Worldbulk (Asia) Sdn Bhd, a joint venture of the company.

During the year, the group has made sales of £7,719,000 (2005: £7,022,000) to E-Log European LogisticsBV, a joint venture of the company.

At 30 September 2006, the group was owed £147,000 (2005: £Nil) by UBC Worldbulk (Asia) Sdn Bhd. Noamounts were due to or from E-Log European Logistics BV.

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31 Controlling related parties

The directors consider that at 30 September 2006 the ultimate parent undertaking and controlling relatedparty of the company was Close Securities Limited, registered in England and Wales, by virtue of its majorityshareholding in the company’s ordinary share capital.

The only group of undertakings including the company for which group accounts have been drawn up is thatheaded by the company.”

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Part IV(C)

PART IV(C)

HISTORICAL FINANCIAL INFORMATION ON UNITED TRANSPORTINTERNATIONAL LIMITED

REPORT FROM GRANT THORNTON IN RESPECT OF THE YEAR ENDED30 SEPTEMBER 2006

Grant Thornton UK LLPChartered AccountantsUK member ofGrant Thornton International

The DirectorsInterBulk Investments plcOne London WallLondon EC2Y 5AB

16 March 2007Dear Sirs

United Transport International LimitedWe report on the financial information set out in Part IV (D) of this document. This financial information has beenprepared for inclusion in the AIM admission document dated 16 March 2007 of InterBulk Investments plc (the“Admission Document”) on the basis of the accounting policies set out in the notes to the financial information.

ResponsibilitiesThis report is required by paragraph 20.1 of Annex I of the AIM Rules and is given for the purpose of complying withthat paragraph and for no other purpose. Save for any responsibility arising under 20.1 of Annex I of the AIM Rules toany person and as to the extent provided, to the fullest extent permitted by law we do not assume any responsibility andwill not accept any responsibility to any other person as a result, of arising out of, or in connection with this report.

The Directors of InterBulk Investments plc are responsible for preparing the financial information on the basis ofpreparation set out in the accounting policies set out as part of the financial information and in accordance with UnitedKingdom law and International Financial Reporting Standards. It is our responsibility to form an opinion on thefinancial information as to whether the financial information gives a true and fair view, for the purposes of theAdmission Document, and to report our opinion to you.

Basis of opinionWe conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing PracticesBoard in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures inthe financial information. It also included an assessment of the significant estimates and judgements made by thoseresponsible for the preparation of the financial information and whether the accounting policies are appropriate to thecompany’s circumstances, consistently applied and adequately disclosed. We planned and performed our work so as toobtain all the information and explanations which we considered necessary in order to provide us with sufficientevidence to give reasonable assurance that the financial information is free from material misstatement, whether causedby fraud or other irregularity or error.

OpinionIn our opinion, the financial information gives, for the purposes of the Admission Document, a true and fair view of thestate of affairs of the company as at the date stated and of its profits, cash flows and recognised gains and losses inaccordance with the basis of preparation set out in the accounting policies to the financial information.

DeclarationFor the purposes of paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report as part of theAdmission Document and declare that we have taken all reasonable care to ensure that the information contained in thisreport is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.This declaration is included in the Admission Document in compliance with Schedule Two of the AIM Rules.

Yours faithfullyGrant Thornton UK LLP

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Part IV(D)

PART IV(D)

HISTORICAL FINANCIAL INFORMATION ON UNITED TRANSPORTINTERNATIONAL LIMITED

IFRS FINANCIAL INFORMATION FOR THE YEAR ENDED 30 SEPTEMBER 2006

Consolidated Income Statement

For the year ended 30 September 2006

BeforeExceptional Exceptional

Items Items TotalNotes 2006 2006 2006

£’000 £’000 £’000

Revenue 3 126,771 1,765 128,536Cost of sales (108,034) (2,704) (110,738)

———— ———— ————Gross profit/(loss) 18,737 (939) 17,798Administrative expenses (10,598) (2,806) (13,404)

———— ———— ————Operating profit/(loss) 4 8,139 (3,745) 4,394Finance income 8 2,712 – 2,712Finance expense 9 (11,057) – (11,057)

———— ———— ————Loss before taxation (206) (3,745) (3,951)

———— ———— ————Taxation 10 (164) 594 430

———— ———— ————Loss for the year (370) (3,151) (3,521)———— ———— ————Earnings per share – Basic and diluted (£) 11 (3.36)

There are no other recognised income or expenses other than the loss for the year. Consequently, nostatement of recognised income and expense is shown.

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Consolidated Balance Sheet

At 30 September 2006

30 September2006

Notes £’000AssetsNon-current assetsGoodwill 13 49,916Other intangible assets 14 37Property, plant and equipment 16 39,974Investments 18 45

————89,972

————Current assetsInventories 19 4,079Trade and other receivables 20 20,016Financial assets 17 24Corporate tax recoverable 699Cash and cash equivalent 3,402

————28,220

————Total assets 118,192

————LiabilitiesCurrent liabilitiesTrade and other payables 21 (39,145)Financial liabilities 22 (9,483)

————(48,628)

————Non-current liabilitiesFinancial liabilities 22 (82,564)Deferred tax liabilities 25 (5,892)

————(88,456)

————Total liabilities (137,084)

————Net liabilities (18,892)

————Shareholders’ EquityOrdinary shares 27 105Capital redemption reserve 28 344Own shares 28 (124)Retained earnings 28 (19,217)

————Total equity attributable to shareholders (18,892)————

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Consolidated Cash Flow Statement

For the year ended 30 September 2006

2006Notes £’000

Cashflows from operating activitiesCash generated from operations 29(a) 9,491Tax paid (695)

————Net cash flow from operating activities 8,796

————Cashflows from investing activitiesInterest received 2,578Sale of property, plant and equipment 1,979Purchase of other intangible assets (30)Purchases of property, plant and equipment (net of finance leases) (1,533)Payments to acquire investments (75)

————Net cash flow from investing activities 2,919

————Cashflows from financing activitiesInterest paid (5,265)Interest paid under finance leases (651)New borrowings 14,682Repayment of borrowings (2,075)Repayment of capital element of finance leases (3,562)Payment to acquire own shares (21)

————Net cash flow from financing activities 3,108

————Increase in cash and cash equivalents 14,823Cash and cash equivalents at the beginning of the year (11,421)

————Cash and cash equivalents at the end of the year 29(b) 3,402————

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1. Authorisation of Financial Information and Statement of Compliance with IFRS

This financial information comprises consolidated balance sheet as of 30 September 2006, consolidatedincome statement, consolidated cash flow statement and related notes for the year then ended of UnitedTransport International Limited (hereinafter referred to as ‘financial information’).

Basis of preparation

The Group has prepared its audited statutory financial information for the financial periods ending on orbefore 30 September 2006 under UK Generally Accepted Accounting Practice (“UK GAAP”).

For the purposes of this Document the financial information have been prepared under EU endorsedInternational Financial Reporting Standards (“IFRS). The Group prepared its opening IFRS balance sheet at1 October 2005. The reporting date of this financial information is 30 September 2006.

The financial information has been prepared under the historical cost convention as modified by therevaluation of derivative financial instruments.

The financial information is presented in Sterling and all values are rounded to the nearest £’000 exceptwhere otherwise indicated.

The preparation of financial information in conformity with generally accepted accounting principlesrequires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at thedate of the financial information and the reported amounts of revenues and expenses during the reportingyear. Areas of judgement and estimation include: accruals for invoices not yet received, provision fordoubtful debts, provision for obsolete stock and provision for corporation tax. Although these estimates arebased on management’s best knowledge the amount, event, actions or actual results ultimately may differ.

The Group’s financial information has been prepared in accordance with (“IFRS”) International AccountingStandards (IAS) and IFRIC interpretation endorsed by the European Union (EU), except that comparativefinancial information has not been presented as required by IAS 1.

Despite the net liability of the group the directors, after making enquiries, have a reasonable expectation thatthe group has adequate resources to continue operational existence for the foreseeable future. For this reason,they have adopted the going concern basis in preparing the financial information.

2. Accounting policies

The accounting policies which follow are a summary of the more important Group accounting polices andset out those policies which apply in preparing the financial information for the year ended 30 September2006.

Changes in accounting policies

The rules for first time adoption of IFRS are set out in IFRS 1, ‘First-time adoption of International FinancialReporting Standards’. IFRS 1 states that a company should use the same accounting policies in its openingIFRS balance sheet and throughout all years presented in its first IFRS financial information. In preparingthis financial information, the Group has applied the mandatory exemptions and certain of the optionalexemptions from full retrospective application of IFRS. These include the following exemptions under IFRS:First-time Adoption of International Financial Reporting Standards: The company has elected not to applyIFRS 3 Business Combinations retrospectively to past business combinations; and the company has deemedthat cumulative translation differences for all foreign operations are deemed to be zero.

Basis of consolidation

The Group financial information consolidates the financial information of United Transport InternationalLimited and the entities it controls (its subsidiaries) drawn up to 30 September each year.

Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtainscontrol, and continue to be consolidated until the date that such control ceases. Control comprises the power

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to govern the financial and operating policies of the investee so as to obtain benefit from its activities and isachieved through direct or indirect ownership of voting rights; currently exercisable or convertible potentialvoting rights; or by way of contractual agreement. The financial statements of subsidiaries are prepared forthe same reporting year as the parent company, using consistent accounting policies. All inter-companybalances and intra-group transactions, including unrealised profits arising from them, are eliminated.

Use of Estimates

The preparation of financial information in conformity with IFRS requires the use of certain criticalaccounting estimates. It also requires management to exercise its judgement in the process of applying theGroup’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas whereassumptions and estimates are significant to the consolidated financial information are as follows:

Impairment of goodwill

As at 30 September 2006, £49.9 million of goodwill is carried on the balance sheet. IAS 36 requiresassessment for potential impairment. The assessment has been made with reference to an observable marketprice. However, judgement is still required in assessing the appropriateness of this assumption.

Useful life of containers

The depreciation of containers is based on an assessment of 15 years useful life. This is a judgement basedon knowledge and experience but uncertainty exists as the actual life may differ.

Taxation

The Group’s tax charge is based on the profit for the period and tax rates in force at the balance sheet date.Estimation of the tax charge requires an assessment to be made of the potential tax treatment of certain itemswhich will only be resolved once finally agreed with the relevant tax authorities.

Although these estimates are based on management’s best knowledge the amounts, events, actions or actualresults ultimately may differ.

Joint venture

A joint venture is an entity in which the Group holds an interest on a long term basis and which is jointlycontrolled by the Group and one or more other venturers under a contractual arrangement. The Group’sinterest in the results and assets and liabilities of its joint ventures, which are jointly controlled entities, areaccounted for using the equity method.

These investments are carried in the balance sheet at cost plus post-acquisition changes in the Group’s shareof net assets less any impairment in value. The income statement reflects the share of results of operationsof these investments after tax. Where there has been a change recognised directly in the investee’s equity, theGroup recognises its share of any changes and discloses this when applicable in the statement of recognisedincome and expense.

Foreign currency translation

Transactions in foreign currencies are initially recorded in the functional currency by applying the spotexchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreigncurrencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. Alldifferences are taken to the income statement, except when hedge accounting is applied and for differenceson monetary assets and liabilities that form part of the Group’s net investment in a foreign operation. Theseare taken directly to equity until the disposal of the net investment, at which time they are recognised in profitor loss.

The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at thebalance sheet date. Income and expenses are translated at weighted average exchange rates for the year. Theresulting exchange differences are taken directly to a separate component of equity, the cumulative

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translation reserve. On disposal of a foreign entity, the deferred cumulative amount recognised in equityrelating to that particular foreign operation is recognised in the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated usingthe exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in aforeign currency are translated using the exchange rates at the date when the fair value was determined.

Goodwill

Any excess of the cost of the business combination over the Group’s interest in the net fair value of theidentifiable assets, liabilities and contingent liabilities is recognised in the balance sheet as goodwill and isnot amortised. To the extent that the net fair value of the acquired entity’s identifiable assets, liabilities andcontingent liabilities is greater than the cost of the investment, a gain is recognised immediately in theincome statement. The net book value of goodwill on the date of transition to IFRS has been treated asdeemed cost. Prior to 1 October 2005, goodwill was amortised over its estimated economic life of 20 years.

After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carryingvalue being reviewed for impairment, at least annually and whenever events or changes in circumstancesindicate that the carrying value may be impaired.

For the purpose of impairment testing, goodwill is allocated to the related cash-generating units monitoredby management, usually at business segment level or statutory company level as the case may be. Where therecoverable amount of the cash-generating unit is less than its carrying amount, including goodwill, animpairment loss is recognised in the income statement.

The carrying amount of goodwill allocated to a cash-generating unit is taken into account when determiningthe gain or loss on disposal of the unit, or of an operation within it.

Other intangible assets

Other intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquiredas part of a business combination is recognised outside goodwill if the asset is separable or arises fromcontractual or other legal rights and its fair value can be measured reliably. Expenditure on internallydeveloped intangible assets, excluding development costs, is taken to the income statement in the year inwhich it is incurred. Development expenditure is recognised as an intangible asset only after its technicalfeasibility and commercial viability can be demonstrated.

Intangible assets with a finite life are amortised on a straight line basis over their expected useful lives, asfollows:

• patents, licences and trademarks – over the duration of the legal agreement;

• development expenditure – for the duration of the revenue generated.

The carrying value of other intangible assets is reviewed for impairment whenever events or changes incircumstances indicate the carrying value may not be recoverable. In addition, the carrying value ofcapitalised development expenditure is reviewed for impairment annually before being brought into use.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairmentlosses. Such cost includes costs directly attributable to making the asset capable of operating as intended.Borrowing costs attributable to assets under construction are recognised as an expense as incurred.

Depreciation is provided on all property, plant and equipment, at rates calculated to write off the cost, lessestimated residual value evenly over its expected useful life as follows:

Freehold properties – 2 per cent. per annum

Containers – 6.7 per cent. per annum

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Others, which consists of mainly computer equipment and office furniture – at rates varying between 20 percent. and 50 per cent. per annum.

The carrying values of property, plant and equipment are reviewed for impairment when events or changesin circumstances indicate the carrying value may not be recoverable.

The useful lives and residual values of the assets are reviewed annually.

Leases

Assets held under finance leases, which transfer to the Group substantially all the risks and benefitsincidental to ownership of the leased item, are capitalised at the inception of the lease, with a correspondingliability being recognised for the fair value of the leased asset or, if lower, the present value of the minimumlease payments. Lease payments are apportioned between the reduction of the lease liability and financeexpenses in the income statement so as to achieve a constant rate of interest on the remaining balance of theliability. Assets held under finance leases are depreciated over the shorter of the estimated useful life of theasset and the lease term.

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classifiedas operating leases and rentals payable are charged in the income statement on a straight line basis over thelease term.

Impairment of assets (other than financial assets)

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. Ifany such indication exists, or when annual impairment testing for an asset is required, the Group makes anestimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset,unless the asset does not generate cash inflows that are largely independent of those from other assets orgroups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset isconsidered impaired and is written down to its recoverable amount. In assessing value in use, the estimatedfuture cash flows are discounted to their present value using a pre-tax discount rate that reflects currentmarket assessments of the time value of money and the risks specific to the asset. Impairment losses ofcontinuing operations are recognised in the income statement in those expense categories consistent with thefunction of the impaired asset.

An assessment is made at each reporting date as to whether there is any indication that previously recognisedimpairment losses may no longer exist or may have decreased. If such indication exists, the recoverableamount is estimated. A previously recognised impairment loss is reversed only if there has been a change inthe estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.If that is the case the carrying amount of the asset is increased to its recoverable amount. That increasedamount cannot exceed the carrying amount that would have been determined, net of depreciation, had noimpairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or lossunless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase.After such a reversal the depreciation charge is adjusted in future years to allocate the asset’s revised carryingamount, less any residual value, on a systematic basis over its remaining useful life.

Financial assets

Financial assets within the scope of IAS 39 are classified as financial assets at initial recognition at fair valuethrough profit or loss; loans and receivables; held-to-maturity investments; or as available-for-sale financialassets, as appropriate. The Group determines the classification of its financial assets at initial recognition.When financial assets are recognised initially, they are measured at fair value, being the transaction priceplus, in the case of financial assets not at fair value through profit or loss, directly attributable transactioncosts. The Group has recognised financial assets at fair value through profit or loss and loans and receivables.

All regular purchases and sales of financial assets are recognised on the trade date, being the date that theGroup commits to purchase or sell the asset. Regular transactions require delivery of assets within the

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timeframe generally established by regulation or convention in the market place. The subsequentmeasurement of financial assets depends on their classification, as follows:

Financial assets at fair value through profit or loss

Financial assets classified as held for trading are included in this category. Financial assets are classified asheld for trading if they are acquired for sale in the short term. Derivatives are also classified as held fortrading unless they are designated as hedging instruments. Assets are carried in the balance sheet at fair valuewith gains or losses on financial assets at fair value through profit or loss are recognised in the incomestatement.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are notquoted in an active market, do not qualify as trading assets and have not been designated as either fair valuethrough profit and loss or available for sale. Such assets are carried at amortised cost using the effectiveinterest method if the time value of money is significant. Gains and losses are recognised in income whenthe loans and receivables are derecognised or impaired, as well as through the amortisation process.

Impairment of financial assets

The Group assesses at each balance sheet date whether a financial asset or group of financial assets isimpaired.

Assets carried at amortised cost

If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost hasbeen incurred, the amount of the loss is measured as the difference between the asset’s carrying amount andthe present value of estimated future cash flows (excluding future credit losses that have not been incurred)discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed atinitial recognition). The carrying amount of the asset is reduced, with the amount of the loss recognised inadministration costs.

If, in a subsequent year, the amount of the impairment loss decreases and the decrease can be relatedobjectively to an event occurring after the impairment was recognised, the previously recognised impairmentloss is reversed. Any subsequent reversal of an impairment loss is recognised in the income statement, to theextent that the carrying value of the asset does not exceed its amortised cost at the reversal date.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, whereapplicable, direct labour costs and overheads incurred in bringing inventories to their present condition. Costis calculated on a weighted average cost basis. Net realisable value is based on estimated selling price, lessfurther costs expected to be incurred to completion and disposal. Provision is made for obsolete, slowmoving stock or defective items where appropriate.

Trade and other receivables

Trade receivables, which generally have 30-60 day terms, are recognised and carried at the lower of theiroriginal invoiced value and recoverable amount. Where the time value of money is material, receivables arecarried at amortised cost. Provision is made when there is objective evidence that the Group will not be ableto recover balances in full. Balances are written off when the probability of recovery is assessed as beingremote.

Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at banks and in hand with an originalmaturity of three months or less. For the purpose of the consolidated cash flow statement, cash and cashequivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

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Interest bearing loans and borrowings

All loans and borrowings are initially recognised at fair value less directly attributable transaction costs.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised costusing the effective interest method.

Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognisedrespectively in finance income and finance expense.

Taxation including deferred tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to thetaxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheetdate.

Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilitiesand their carrying amounts in the financial information, with the following exceptions:

• where the temporary difference arises from the initial recognition of goodwill or of an asset or liabilityin a transaction that is not a business combination that at the time of the transaction affects neitheraccounting nor taxable profit or loss;

• in respect of taxable temporary differences associated with investments in subsidiaries and jointventures, where the timing of the reversal of the temporary differences can be controlled or influencedand it is probable that the temporary differences will not reverse in the foreseeable future; and

• deferred income tax assets are recognised only to the extent that it is probable that taxable profit willbe available against which the deductible temporary differences, carried forward tax credits or taxlosses can be utilised.

Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected toapply when the related asset is realised or liability is settled, based on tax rates and laws enacted orsubstantively enacted at the balance sheet date.

Income tax is charged or credited directly to equity if it relates to items that are credited or charge to equity.Otherwise income tax is recognised in the income statement.

Derivative financial instruments

The Group uses derivative financial instruments such as interest rate swaps to manage its risks associatedwith interest rate fluctuations. Such derivative financial instruments are initially recognised at fair value onthe date on which a derivative contract is entered into and are subsequently remeasured at fair value.Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value isnegative.

The fair value of interest rate swap contracts is determined by reference to market values for similarinstruments.

Employee benefits

Wages, salaries, social security contributions, paid annual leave and sick leave, bonuses and non-monetarybenefits are accrued in the year in which the associated services are rendered by the employees of the Group.

Pension arrangements

The Group has a defined contribution pension scheme. For defined contribution schemes the amount chargedto the income statement in respect of pension costs and other post-retirement benefits is the contributionspayable in the year. Differences between contributions payable in the year and contributions actually paidare shown as either accruals or prepayments in the balance sheet.

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Classification of shares as debt or equity

When shares are issued, any component that creates a financial liability of the Company or Group ispresented as a liability in the balance sheet; measured initially at fair value net of transaction costs andthereafter at amortised cost until extinguished on conversion or redemption. The corresponding dividendsrelating to the liability component are charged as interest expense in the income statement. The initial fairvalue of the liability component is determined using a market rate for an equivalent liability without aconversion feature.

The remainder of the proceeds on issue is allocated to the equity component and included in shareholders’equity, net of transaction costs. The carrying amount of the equity component is not remeasured insubsequent years.

Transaction costs are apportioned between the liability and equity components of the shares based on theallocation of proceeds to the liability and equity components when the instruments are first recognised.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group andthe revenue can be reliably measured. Revenue is measured at the fair value of the consideration received,excluding discounts, rebates, VAT and other sales taxes or duty. Revenue from logistics services usingcontainers is recognised on the stage of completion of such services at the year-end date recognising thegreater significance of specific acts in the successful completion of contractual obligations. Sales of linersare recognised on transfer of ownership of the liners. Revenue from terminal operations is based on servicesdelivered in the period.

Finance income

Finance income is recognised as interest accrues.

Finance expense

Finance expense are recognised as an expense when incurred, with the expenditure calculated using theeffective interest rate.

Exceptional items

The Group presents as exceptional items on the face of the income statement, those material items of incomeand expense which, because of the nature and expected infrequency of the events giving rise to them, meritseparate presentation to allow shareholders to understand better the elements of financial performance in theyear, so as to facilitate comparison with prior periods and to assess better trends in financial performance.

Segmental Reporting

The primary segment reporting format is determined to be business segments as the Group’s risks and ratesof return are affected predominantly by the differences in the industries the company operates and servicesprovided. The group has deemed geographic segments to be the secondary reporting segment.

New standards and interpretations not applied

During the year, the IASB and IFRIC have issued the following standards and interpretations with aneffective date after the date of these financial statements:

International Accounting Standards (IAS/IFRSs)

Effective dateIFRS 7: “Financial Instruments : Disclosures” 1 January 2007IFRS 8: “Operating Segments” 1 January 2009

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International Financial Reporting Interpretations Committee (IFRIC)

IFRIC 7: “Applying the restatement approach under IRS 29 Financial Reporting in Hyperinflationary Economies” 1 March 2006IFRIC 8: “Scope of IFRS 2” 1 May 2006IFRIC 9: “Reassessment of embedded derivatives” 1 June 2006IFRIC 1: “Interims and impairment” 1 November 2006IFRIC 11: “IFRS 2 – Group and treasury share transactions” 1 March 2007IFRIC 12: “Service concession arrangements” 1 January 2008

The Directors do not anticipate that the adoption of these standards and interpretations, where relevantGroup, will have a material impact on the Group’s financial statements in the period of initial application.

3. Segment Information

Primary reporting format – Business segments

The analysis by business area of the group’s turnover, segment result and net assets is set out below:-

Year ended 30 September 2006

Door-to-doorlogistics Other Eliminations Total

£’000 £’000 £’000 £’000RevenueSales to external customers 120,861 7,675 – 128,536Inter-segment sales – 6,731 (6,731) –

———— ———— ———— ————120,861 14,406 (6,731) 128,536

———— ———— ———— ————ResultsSegment result 3,866 1,124 – 4,990Unallocated expenses (596)

————Group profit 4,394Net finance costs (8,345)

————Loss before taxation (3,951)Income tax expense 430

————Net loss for the year (3,521)

————Assets and liabilitiesSegment assets 107,850 12,631 (6,211) 114,270Unallocated assets 3,922

————Total assets 118,192

————Segment liabilities (44,309) (6,938) 6,211 (45,036)Unallocated liabilities (92,048)

————Total liabilities (137,084)————Other segment information

Capital expenditure – property,plant and equipment 3,308 146 – 3,454

– other intangible assets – 30 – 30Depreciation in the year 4,780 455 – 5,235Amortisation in the year – 20 – 20

Door-to-door logistics includes the intermodal transportation of bulk commodities plus intermediate storageprior to final delivery. Other includes operation of terminals on behalf of customers plus third party sales ofliners via Linertech Limited.

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3. Segment Information (continued)

Inter–segment transfers or transactions are entered into under the normal commercial terms and conditionsthat would also be available to unrelated third parties.

Unallocated expenses relate to expenditure on the entity as a whole and are controlled by head office throughtheir strategic decision making process.

Unallocated assets comprise primarily cash and derivatives as well as those assets which are used for generalhead office purposes. Unallocated liabilities primarily comprise group borrowings as well as liabilitiesrelating to general head office activities.

Non-cash items recorded in the income statement as outlined in note 7 relate to door-to-door logistics.

Secondary reporting format – Geographic segments

The analysis by geographical area of the group’s turnover, assets and other is set out below. The salesanalysis set out below is based on the location where the order is received and where the assets are located.

Year ended 30 September 2006

Mainland UnitedEurope Kingdom Other Eliminations Total

£’000 £’000 £’000 £’000 £’000RevenueSales to external customers 85,904 39,914 2,718 – 128,536Inter-segment sales 1,551 5,180 – (6,731) –

———— ———— ———— ———— ————87,455 45,094 2,718 (6,731) 128,536

———— ———— ———— ———— ————AssetsSegment assets 48,194 22,392 1,525 (6,211) 65,900Unallocated assets 52,292

————Total assets 118,192

————Other segment informationCapital expenditureProperty, plant and equipment 3,454 – – – 3,454Intangibles – 30 – – 30

————3,484————

4. Group operating profit

2006Operating profit is stated after charging/(crediting): £’000Depreciation of property, plant & equipment– owned 3,966– held under finance lease contracts 1,439Impairment:– Inventories written down or written off 572– Trade receivables impairment 387Cost of inventories recognised as an expense (included in cost of sales) 5,249Research and development expenditure 612Amortisation of other intangible assets 20Loss on disposal of property, plant and equipment 658Operating lease rentals:– containers 189– other assets 1,374————

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4. Group operating profit (continued)

Remuneration of the auditors, including remuneration for non-audit services, is analysed below:

2006Audit services £’000– Fees payable to the company auditor for the audit of the

parent company and consolidated accounts 31Fees payable to the company auditor for other services– The auditing of accounts of associates of the company pursuant to legislation

(including that of the companies and territories outside Great Britain) 62– Services relating to taxation 48– All other services 82

————223————

Fees paid to the auditors for non-audit services in the year to 30 September 2006 included £130,000 payablein the UK.

5. Employee information

The average monthly number of employees, including Executive directors for the Group, during the yearrepresented was:

2006Number

By employee category:Operations 205Administration 65

————270————

Their aggregate remuneration comprised:

2006£’000

Salaries and short term benefits 7,208Social security costs 795Retirement benefit obligation costs (note 32) 428

————8,431————

6. Directors’ emoluments

2006£’000

Aggregate emoluments 635————Details of the emoluments of the highest paid Director are as follows:

2006£’000

Aggregate emoluments 148Pension contributions to money purchase schemes 20————

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7. Exceptional Items

2006£’000

Recorded in gross margin :– Gross losses arising from terminated operations (180)– Exceptional stock write-down (572)– Accelerated write-down of property, plant and equipment (187)

————(939)

————Recorded in administrative expenses:– Administrative costs of terminated operations (281)– Redundancy and reorganisation costs (1,003)– Exceptional non-recurring costs and asset write-downs arising in a terminated operation (896)– Accelerated write-down of fixed assets (626)

————(2,806)

————(3,745)————

The trading losses arising from terminated operations charged to cost of sales includes £1,765,000 of revenueand £2,226,000 of related costs.

8 Finance income

2006£’000

Bank interest receivable 2,627Fair value adjustment on interest rate collar 85

————Total finance income 2,712————9 Finance expense

2006£’000

Interest payable on:– Bank loans and overdrafts 6,451– Loan stock 2,842Finance charges payable under finance leases and hire purchase contracts 651Dividends on preference shares classed as a financial liability 1,113

————Total finance expense 11,057————

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10. Taxation

(a) Analysis of charge in year

2006£’000

Current tax:UK Corporation tax on profits of the year (117)Foreign tax (4)Adjustment in respect of prior years– UK 106– Foreign tax 32

————17

————Deferred taxOrigination and reversal of temporary differences (447)

————Tax charge in the income statement (430)————

(b) Reconciliation of the total tax charge

The current tax rate and effective rate on profit on ordinary activities in the year varied from thestandard rate of UK corporation tax as follows:

Profit on ordinary activities before tax (3,951)Profit on ordinary activities multiplied by standard rate in the UK (30%) (1,185)

————Effects of:Expenses not deductible for tax purposes 920Capital allowances and other temporary differences 533Short term temporary differences (72)Differences tax rates on overseas earnings (12)Other consolidation adjustments (50)Prior year adjustments (117)

————Total tax expense reported in the income statement 17————

11. Earnings per ordinary share

The basic earnings per share is calculated by dividing the profit for the financial year attributable toshareholders by the weighted average number of shares in issue. There are no share options or warrants as aresult the basic loss per share is the diluted loss per share.

2006

Loss for the year (£) (3,521,000)The weighted average number of shares (number) 1,046,845

————Basic and diluted (loss) per share (£) (3.36)————12. Dividends paid and proposed

2006

£’000Non-equity dividends:Preferred ordinary shares – 10p per share 1,113————The above dividends in respect of preferred ordinary shares for the year ended 30 September 2006 have beenclassified as interest expenses (note 9), but had not been paid by 30 September 2006. No ordinary dividendwas paid.

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13. Goodwill

Group

Goodwill on Purchasedconsolidation goodwill Total

£’000 £’000 £’000Cost:At 1 October 2005 and30 September 2006 24,623 25,293 49,916———— ———— ————14. Other Intangible assets

Development Computer Patent andexpenditure software licences Total

Cost: £’000 £’000 £’000 £’000At 1 October 2005 98 786 17 901Additions – – 30 30Written off (98) (786) – (884)

———— ———— ———— ————At 30 September 2006 – – 47 47

———— ———— ———— ————Accumulated amortisation and impairment:At 1 October 2005 12 352 5 369Amortisation during the year 15 – 5 20Written off (27) (352) – (379)

———— ———— ———— ————At 30 September 2006 – – 10 10

———— ———— ———— ————Net book value at 30 September 2006 – – 37 37———— ———— ———— ————The amortisation charge in the year for patents and licences has been charged to administrative expenses.The typical patent life is 20 years and this year has been used for the basis of the amortisation charge.

15. Impairment of goodwill

Goodwill acquired through business combinations of £49,916,000 has been allocated for impairment testingpurposes to the door to door logistics cash generating units. This represents the lowest level within the groupat which goodwill and intangibles are monitored for internal management purposes.

The recoverable amount of the cash generating units has been determined based on fair value less costs tosell. The fair value less costs to sell has been calculated based on information determined by an observablemarket price. The test has indicated that no impairment exists.

16. Property, plant & equipment

GroupContainers & Computer

Freehold Plant and equipment and Assets underproperties Equipment others construction Total

£’000 £’000 £’000 £’000 £’000Cost:At 1 October 2005 980 81,272 2,670 837 85,759Additions 9 2,888 211 346 3,454Transfers – 1,132 – (1,132) –Disposals – (7,565) (1,005) – (8,570)Exchange differences – (20) – – (20)

———— ———— ———— ———— ————At 30 September 2006 989 77,707 1,876 51 80,623

———— ———— ———— ———— ————

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Accumulated depreciation and impairment:At 1 October 2005 90 39,155 2,003 4 41,252Depreciation during the year 14 5,066 325 – 5,405Impairment loss – – – – –Disposals – (5,512) (492) – (6,004)Exchange differences – (4) – – (4)

———— ———— ———— ———— ————At 30 September 2006 104 38,705 1,836 4 40,649

———— ———— ———— ———— ————Net book value at

30 September 2006 885 39,002 40 47 39,974———— ———— ———— ———— ————The depreciation charge in the year of £5,405,000 has been charged, £4,925,000 in cost of sales and£480,000 in administrative expenses.

Assets held under finance leases

The net book value of property, plant & equipment held under finance leases at 30 September 2006 was£13,873,000. Additions during the year include £1,905,000 of plant and equipment held under finance leasesand hire purchase. Leased assets and assets under hire purchase contracts (being containers & plant andequipment) are pledged as security for the related finance lease and hire purchase liabilities.

17. Financial assets

30 September2006

£’000Financial assets – currentInterest rate collar contracts 24

————24————

18. Investments

30 September2006

£’000

Investments in joint ventures 45————The share of the joint venture assets is not materially different from the cost of the investment. The profitearned from the joint ventures is nil.

Principal subsidiaries

The Group’s principal subsidiary undertakings at 30 September 2006 are shown below. The accounting datesof the subsidiary undertakings are all 30 September. For all subsidiaries 100 per cent. of voting rights andshares are held.

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Proportion ofCountry of voting rights

Class of registrations/ and shares Nature ofName of Company Shares incorporation held Business

UBC Limited Ordinary UK 100% International logisticsLintertech Limited Ordinary UK 100% Manufacture of linersIBC Europa BV Ordinary Holland 100% International logisticsCTU GMBH Ordinary Germany 100% International logisticsUBC BV Ordinary Holland 100% International logisticsUnited Transport GmbH Ordinary Germany 100% International logisticsUBC Austria GmbH Ordinary Austria 100% International logisticsUBC SAS Ordinary France 100% International logisticsUBC Espana SA Ordinary Spain 100% International logisticsUBC Finland OY Ordinary Finland 100% International logisticsInternational Bulk Freight Limited Ordinary UK 100% DormantUnited Transport Europe Limited Ordinary UK 100% Holding companyYardbrace Limited Ordinary UK 100% DormantUnited IFF Limited Ordinary UK 100% DormantIBC Limited Ordinary UK 100% DormantIBC Logistic Systems Limited Ordinary UK 100% DormantInternational Bulk Systems Limited Ordinary UK 100% DormantHillgate (XYZ) Limited Ordinary UK 100% DormantPolylog Limited Ordinary UK 100% DormantChemlog Limited Ordinary UK 100% DormantInternational Bulk Freight Limited Ordinary UK 100% DormantBailee Freight Services Limited Ordinary UK 100% DormantBeaverbag Products Limited Ordinary UK 100% DormantLinertech Solutions Limited Ordinary UK 100% Dormant

Joint ventures

Proportion ofCountry of voting rights

Class of registrations/ and shares Nature ofName of Company Shares incorporation held BusinessE-Log European Logistics BV Ordinary Holland 50% International logisticsUBC Worldbulk (Asia) Sdn Bhd Ordinary Malaysia 50% Manufacture of linersNylog Limited Ordinary UK 50% Dormant

19. Inventories

30 September2006

£’000

Raw materials 1,976Finished goods 2,103

————4,079————

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20. Trade and other receivables

30 September2006

£’000

Trade receivables 14,739Less: provision for impairment of receivables (387)

————Trade receivables 14,352Other debtors 877Prepayments and accrued income 4,787

————20,016————

Concentrations of credit risk with respect to trade receivables are limited due to the Group’s customer basebeing large and unrelated. Due to this, management believe there is no further credit risk provision requiredin excess of normal provision for impairment of receivables.

21. Trade and other payables

Current

30 September2006

£’000

Trade payables 15,496Taxation and social security 255Other payables and accruals 23,394

————39,145————

22. Financial liabilities

Current

30 September2006

£’000

Current obligations under finance leases and hire purchase contracts (note 24) 3,600Current instalments due on bank loans (note 23) 4,770Preferred ordinary shares (note 27) 1,113

————9,483————

Non-current

30 September2006

£’000

Non-current obligations under finance leases and hire purchase contracts (note 24) 4,164Non-current instalments due on bank loans (note 23) 49,976Loan stock 28,424

————82,564————

Loan stock

The loan stock is redeemable at par on 31 December 2007 subject to the consent of the company’s bankers,shareholders and the loan stock holders and bears interest at a rate of 10 per cent. per annum.

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23. Bank loans

Bank loans comprise the following:30 September

2006£’000

Term A – Euro 19,461Term A – GBP 6,630Term B – Euro 9,730Term B – GBP 4,942Term C – GBP 8,984Terminal Loans – Euro 4,116Other loans – Euro 883

————54,746

Less : current installments due on bank loans (4,770)————

49,976————The above loans are recorded at fair value less directly attributable transaction costs. The value of theunamortised transaction costs at 30 September 2006 was £587,000.

As described in note 26 the group has entered into two interest rate collar agreements to provide protectionagainst interest rate movements on an element of the bank term loans. Of the total bank term loans collaragreements cover 48 per cent. of liabilities at 30 September 2006.

Term Loan A

Term Loan A has a scheduled half yearly repayments commencing 1 October 2006 and ending 1 October2011 on a straight line basis. The loan bears interest based on the relevant currency LIBOR plus bank margin.

Term Loan B

Term Loan B is repayable in single repayment date falling on 1 October 2012. The loan bears interest basedon the relevant currency LIBOR plus bank margin.

Term Loan C

Term Loan C has one single repayment falling 1 October 2013. The loan bears interest based on the relevantcurrency LIBOR plus bank margin. However, 3 per cent. of this is not payable in cash and rolls up into theprincipal value.

Terminal Loans

Terminal loans consist of local finance arrangements secured in relation to terminal operations in Austria andFinland. These are repayable in monthly and quarterly installments with final repayments in January 2010and October 2012.

Other Loans

Other loans consist of chattel mortgage loans drawn to finance the purchase of certain assets. There arerepayable in monthly installments with final repayments in December 2006 and April 2010.

Group Bank Facility

The above term loans are sourced from a facility agreement between the Governor and Company of the Bankof Scotland (“BOS”) and the Company. The facility comprises term loans plus overdraft and ancillary facilityof £3 million.

The facility was granted after various security was provided which includes fixed and floating charges, sharepledges and cross company guarantees.

In addition, the continued availability of the facilities are subject to warranties, general undertakings,financial covenants and certain defined events of default.

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24. Obligations under leases

The group has entered into commercial leases on containers and other equipment. These leases have anaverage duration of 5 years. There are no restrictions placed upon the lessee by entering into these leases.The leased assets and assets under hire purchase contracts are pledged as security for the related lease andhire purchase liabilities.

Obligations under finance leases and hire purchase contracts

Future minimum lease payments under finance leases and hire purchase contracts are as follows:

30 September2006

£’000

Not later than one year 4,313After one year but not more than 5 years 5,136

————9,449

Less finance charges allocated to future years (1,685)————

Present value of minimum lease payments 7,764————

The present value of minimum lease payments is analysed as follows:

Not later than one year 3,600After one year but not more than 5 years 4,164

————7,764————

Obligations under operating leases

Future minimum rentals payable under non-cancellable operating leases are as follows:30 September

2006£’000

Not later than one year 481After one year but not more than 5 years 644

————1,125————

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25. Deferred tax liabilities

The movement on net deferred tax asset/(liability) is shown below:

30 September2006

£’000

Beginning of the year 6,357Release in the year (465)

————End of the year 5,892————The deferred tax included in the balance sheet is as follows:

30 September2006

£’000Deferred tax liabilityAccelerated capital allowances 5,895Other temporary 8

————5,903————

Deferred tax assetOther temporary (11)

————(11)————

26. Financial instruments

The Group is exposed to interest rate, liquidity, foreign currency and credit risks. The Board reviews andagrees policies for managing each of the risks associated with interest rate, liquidity, foreign currency andcredit risks. It is the group’s policy that no trading in financial instruments shall be undertaken. Thesepolicies have remained unchanged throughout the year and are summarised below:

Interest rate risk

The group borrows in the desired currencies at floating rates of interest and can use forward rate agreementsor interest rate swaps to generate the desired interest profile and to manage the group’s exposure to interestrate fluctuations. At 30 September 2006, 28 per cent. of the group’s total financial liabilities were coveredby interest rate collar agreements which provide protection against interest rate movements within a range.At 30 September this consisted of £9,437,974 with a cap at 5.5 per cent. and a floor of 4.9 per cent. plus Euro21,643,000 with a cap at 3.25 per cent. and a floor of 2.31 per cent. The sterling collar agreement has atermination date of 31 March 2008 and the Euro collar agreement has a termination date of 30 March 2007.

Liquidity risk

The group has a medium term loan facility which is regularly reviewed to ensure that it provides adequateliquidity for the group.

Foreign currency risk

The group has several overseas subsidiary undertakings whose revenues and expenses are denominated in avariety of currencies. It is the group’s policy to ensure appropriate natural hedging is undertaken in thebusiness which removes the need for financial instruments to be put in place.

Credit risk

The group has no significant concentrations of credit risk. The group has implemented policies that requireappropriate credit checks on potential customers before sales commence.

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26. Financial instruments (continued)

Fair values of financial assets and financial liabilities

The following table provides a comparison by category of the carrying amounts and the fair values of thegroup’s financial assets and financial liabilities at the year end.

The fair value of the group’s financial assets and liabilities are:

30 September 30 September2006 2006

Book value Fair value£’000 £’000

Financial Assets:Investments 45 45Cash & short-term deposits 3,402 3,402———— ————Financial Liabilities:Finance lease and hire purchase obligations 7,764 8,003Bank loans 54,746 54,746Loan stock 28,424 28,424Preferred ordinary shares 1,113 1,113———— ————Current receivables and payables whose carrying amount is a reasonable approximation to the fair value havebeen excluded from the table above.

Fair value is the amount at which a financial instrument could be exchanged in an arm’s length transactionbetween informed and willing parties, other than a forced or liquidation sale, and excludes accrued interest.Where available, market values have been used to determine fair values. Where market values are notavailable, fair values have been calculated by discounting expected cash flows at prevailing interest andexchange rates.

Interest rate risk profile of financial assets and liabilities

The following tables set out the carrying amount, by maturity, of the group’s financial instruments that areexposed to interest rate risk. As described above an element of the bank term loans are protected againstinterest rate movements within a range via interest rate collar agreements. As these do not fix the interestcost the full term loan liability is included within the floating rate section of the table below.

The interest rate risk profile of financial assets at 30 September 2006 are as follows:

Cash at bankand in hand

Currency £’000Sterling 452Euro 2,799US Dollars 151

————3,402————

Cash at bank is held in floating rate interest-bearing current accounts or deposit accounts. Floating rateinterest bearing accounts bear interest at rates based on relevant national LIBOR equivalent plus a margin asdefined in the terms and conditions of the accounts.

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26. Financial instruments (continued)

The interest rate risk profile of financial liabilities as at 30 September 2006 are as follows:

Within 1 1-2 2-3 3-4 4-5 More thanyear years years years years 5 years Total

£’000 £’000 £’000 £’000 £’000 £’000 £’000Floating rateTerm loan – GBP 940 839 1,175 1,429 1,456 14,717 20,556Term loan – Euro 2,877 2,539 3,497 4,243 4,320 11,715 29,191Terminal loans – Euro 584 603 681 713 650 885 4,116

Fixed rateOther loans – Euro 360 193 193 137 – – 883Loan stock – GBP – 28,424 – – – – 28,424Obligations under finance

leases – GBP 3,600 2,115 1,257 602 151 39 7,764———— ———— ———— ———— ———— ———— ————

8,361 34,713 6,803 7,124 6,577 27,356 90,934———— ———— ———— ———— ———— ———— ————The preferred ordinary shares are GBP denominated with fixed rates being a 10p dividend entitlement andhas no maturity date.

Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument.Instruments classified as floating rate is repriced at intervals of less than one year. The other financialinstruments of the group that are not included in the above tables are non-interest bearing and are thereforenot subject to interest rate risk.

Financial Instruments

The fair value and book value of the derivative financial instruments at 30 September 2006 are as follows:

£’000

Asset – interest rate collar agreements 24————27. Authorised and issued share capital

The authorised share capital of the Group can be analysed as follows:

30 September2006

£’000Authorised12,381,920 preferred ordinary shares of 10p each 1,238968,000 ordinary shares of 10p each 9795,469 “B” ordinary shares of 10p each 9

————Total 1,344————Allotted, called up and fully paidThe issued share capital can be analysed as follows:

30 September2006

£’000

11,131,920 preferred ordinary shares of 10p each 1,113957,163 ordinary shares of 10p each 9689,682 “B” ordinary shares of 10 p each 9

————1,218

————Disclosed as to financial liability (1,113)

————At 30 September 2006 105————

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27. Authorised and issued share capital (continued)

Preferred ordinary shares

The preferred ordinary shares of 10p each carry entitlement to a dividend at the rate of 10p per share perannum. Holders of preferred ordinary shares have no voting rights and have the right on a winding-up toreceive, in priority to any other class of shares, the sum of £1 per share together with any arrears of dividend.These preferred ordinary shares are classified as financial liabilities in the balance sheet.

Ordinary and “B” ordinary shares

The ordinary and “B” ordinary shares of 10p each carry an entitlement to a dividend at the rate of 10p pershare per annum. Holders of “B” ordinary shares are entitled to surplus income and capital but have novoting rights.

28. Reconciliation of movements in equity

CapitalEquity share Own redemption Retained

capital shares reserve earnings Total£’000 £’000 £’000 £’000 £’000

At 1 October 2005 105 (103) 344 (15,696) (15,350)Total recognised income

and expense for the year – – – (3,521) (3,521)Purchase of own shares – (21) – – (21)

———— ———– ———– ———— ————At 30 September 2006 105 (124) 344 (19,217) (18,892)———— ———– ———– ———— ————The company’s Employee Benefit Trust (“EBT”) holds shares in the company for distribution to theemployees of the company at the discretion of the trustees of the EBT. At 30 September 2006 the EBT held35,997 “B” ordinary shares of 20p each in the company, and 1,053 “B” ordinary shares had been transferredto the EBT with payment completed in October 2006. The EBT has waived any rights to dividends underthese shares.

29. Additional cash flow information

(a) Cash flow from operations

2006£’000

Loss before taxation (3,951)Adjustments for:Finance income (2,712)Finance expense 11,057Depreciation 5,405Loss on disposal of property plant & equipment 658Amortisation of intangible assets 20(Increase)/decrease in inventories (462)Exchange gain on retranslation of long term debt (145)Increase/(decrease) in trade & other receivables 2,779Increase/(decrease) in payables (3,158)

————Cash generated from operations 9,491————

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29. Additional cash flow information (continued)

(b) Cash and cash equivalents

30 September2006

£’000

Cash at bank and in hand 35,947Bank overdraft (32,545)

————3,402————

The bank overdrafts are secured via the Group’s Bank of Scotland facility. The bank overdraftrecorded is subject to legal offset with bank accounts held by subsidiary companies. As a result, forthe Group balance sheet this amount is netted with positive cash.

30. Capital commitments

There were no capital commitments at 30 September 2006.

31. Contingent liabilities

There were no contingent liabilities at 30 September 2006.

32. Pension and other post-retirement benefits

The Group has a defined contribution pension scheme under which the Group pays fixed contributions to athird party. In respect of the defined contribution pension scheme £428,000 has been recognised as anexpense during the year.

33. Related party transactions

Ultimate controlling party

The directors consider that at 30 September 2006 the ultimate parent undertaking and controlling relatedparty of the company was Close Securities Limited, registered in England and Wales, by virtue of its majorityshareholding in the company’s ordinary share capital.

During the year, the group has made sales of £126,000 to, and purchases of £647,000 from, UBC Worldbulk(Asia) Sdn Bhd, a joint venture of the company. During the year, the group has made sales of £7,719,000 toE-Log European Logistics BV, a joint venture of the company. At 30 September 2006, the group was owed£147,000 by UBC Worldbulk (Asia) Sdn Bhd,. No amounts were due to or from E-Log European LogisticsBV.

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34. Reconciliation between IFRS and UK GAAP

United Transport International Limited reported under UK GAAP in its previously reported financialstatements for the year ended 30 September 2006. The analysis below shows a reconciliation of net assetsand loss as reported under UK GAAP as at 30 September 2006 to revised net assets and profit under IFRSas reported in this financial information.

Reconciliation of loss for the year

Year ended30 September

2006£’000

Loss for the year reported under UK GAAP (6,984)Write back of amortisation of goodwill 3,404Recognition of fair value of interest rate collar 85Tax effect on recognition of interest rate collar (26)

————Loss for the year reported under IFRS (3,521)————

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34. Reconciliation between IFRS and UK GAAP (continued)

Reconciliation of equity at 1 October 2005

PreviousGAAP Effect of

1 October transition 2005 To IFRS IFRS

Notes £’000 £’000 £’000ASSETSNon-current assetsGoodwill (a) 49,916 49,916Other intangible assets (d) 98 434 532Property, plant and equipment (d) 44,507 (434) 44,073Investments 20 – 20

———— ———— ————94,541 – 94,541

———— ———— ————Current assetsInventories 3,617 – 3,617Trade and other receivables 22,767 – 22,767Cash and cash equivalent (11,421) – (11,421)

———— ———— ————14,963 – 14,963

———— ———— ————Total assets 109,504 – 109,504

———— ———— ————LIABILITIESCurrent liabilitiesFinancial liabilities (b) (10,752) (11) (10,763)Trade and other payables (35,930) – (35,930)

———— ———— ————(46,682) (11) (46,693)

———— ———— ————Non-current liabilitiesFinancial liabilities (b) (71,772) (50) (71,822)Deferred tax liabilities (6,357) 18 (6,339)

———— ———— ————(78,129) (32) (78,161)

———— ———— ————Total liabilities (124,811) (43) (124,854)———— ———— ————Net assets (15,307) (43) (15,350)———— ———— ————SHAREHOLDERS’ EQUITYOrdinary shares (c) 105 – 105Capital redemption reserve 344 – 344Own shares (103) – (103)Cumulative translation reserveRetained earnings (15,653) (43) (15,696)

———— ———— ————Total equity attributable to shareholders (15,307) (43) (15,350)———— ———— ————

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34. Reconciliation between IFRS and UK GAAP (continued)

Reconciliation of equity at 30 September 2006

PreviousGAAP Effect of

30 September transition Notes 2006 To IFRS IFRS

£’000 £’000 £’000ASSETSNon-current assetsGoodwill (a) 46,512 3,404 49,916Other intangible assets 37 – 37Property, plant and equipment 39,974 – 39,974Investments accounted for using equity method 45 – 45

———— ———— ————86,568 3,404 89,972

———— ———— ————Current assetsInventories 4,079 – 4,079Trade and other receivables 20,016 – 20,016Financial assets (b) 24 24Corporate tax recoverable 699 699Cash and cash equivalent 3,402 – 3,402

———— ———— ————28,196 24 28,220

———— ———— ————Total assets 114,764 3,428 118,192———— ———— ————LIABILITIESCurrent liabilitiesFinancial liabilities (9,483) – (9,483)Trade and other payables (39,145) – (39,145)

———— ———— ————(48,628) – (48,628)———— ———— ————

Non-current liabilitiesFinancial liabilities (82,564) – (82,564)Deferred tax liabilities (5,884) (8) (5,892)

———— ———— ————(88,448) (8) (88,456)

———— ———— ————Total liabilities (137,076) (8) (137,084)

———— ———— ————Net assets (22,312) 3,420 (18,892)———— ———— ————SHAREHOLDERS’ EQUITYOrdinary shares 105 – 105Capital redemption reserve 344 – 344Own shares (124) – (124)Cumulative translation reserveRetained earnings (22,637) 3,420 (19,217)

———— ———— ————Total equity attributable to shareholders (22,312) 3,420 (18,892)———— ———— ————

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34. Reconciliation between IFRS and UK GAAP (continued)

(a) Goodwill amortisation, charged under UK GAAP during 2006 was £3.4 million and this amount iscredited back to the income statement under IFRS.

(b) Under UK GAAP, derivative contracts are not recognised as assets and liabilities on the balance sheetand gains or losses arising on them are not recognised until the hedged item has itself been recognisedin the financial information.

Under IFRS, such derivative contracts must be recognised as assets and liabilities on the balance sheetmeasured at their fair values. Changes in their fair values must be recognised in the income statement.In the opening balance sheet at 1 October 2005 a financial liability relating to the fair value of interestrate collar agreements of £61,000 was recognised, split between £11,000 current liability and £50,000non-current liability. In 2006 the financial liability recognised in 2006 was reversed and a current assetof £24,000 was recognised.

(c) Shares with a contracted fixed distribution and no equity rights are classified as debt under IFRS andFRS 25, and so the Company’s preferred ordinary shares of £1,113,000 have therefore been adjustedfrom equity to debt in the opening balance sheet at 1 October 2005. However as this approach wasadopted under UK GAAP during 2006, the adjustment is not required in the year ended 30 September2006.

(d) Computer software that is not integral to an item of property, plant and equipment is recognisedseparately as an intangible asset. Amortisation is provided on a straight-line basis so as to charge thecost of the software to the income statement over its expected useful life. This asset has been writtenoff in the year ended 30 September 2006.

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PART V

UNAUDITED PRO FORMA STATEMENT OF NET ASSETS

The unaudited consolidated pro forma statement of net assets of the Enlarged Group set out below has beenprepared to illustrate the effect of the Acquisition and the Placing on InterBulk Investments plc. Theinformation, which is produced for illustrative purposes only, addresses a hypothetical situation and thereforedoes not represent the actual financial position of the Enlarged Group. The unaudited consolidated pro formastatement of net assets is compiled from the balance sheet of InterBulk Investments plc as at 30 September2006 and the balance sheet of UTI as at 30 September 2006, as set out in the financial information in PartsIII and IV(c)(ii) of this Document.

Pro forma£000 InterBulk UTI Adjustments Total

(Note 1) (Note 2) (Note 3) (Note 4) (Note 5) (Note 6)ASSETSNon-current assetsGoodwill 49,485 49,916 11,319 110,720Other intangible assets 916 37 953Property, plant & equipment 28,866 39,974 68,840Investments – 45 45Deferred tax assets 388 – 388

———— ———— ———— ———– ———– ————79,655 89,972 11,319 180,946

———— ———— ———— ———– ———– ————Current assetsInventories 1,273 4,079 5,352Trade and other receivables 14,825 20,016 34,841Financial assets – 24 24Current tax recoverable – 699 699Cash at bank and in hand 6,552 3,402 103,500 (69,078) (37,165) 7,211

———— ———— ———— ———– ———– ————22,650 28,220 103,500 (69,078) (37,165) 48,127

———— ———— ———— ———– ———– ————TOTAL ASSETS 102,305 118,192 103,500 (57,759) (37,165) 229,073

———— ———— ———— ———– ———– ————LIABILITIESCurrent liabilitiesFinancial liabilities (3,972) (9,483) (1,850) 5,113 1,361 (8,831)Trade and other payables (23,853) (39,145) 9,871 (53,127)Current tax liabilities (107) – (107)

———— ———— ———— ———– ———– ————(27,932) (48,628) (1,850) 14,984 1,361 (62,065)

———— ———— ———— ———– ———– ————Non-current liabilitiesFinancial liabilities (48,878) (82,564) (78,650) 74,667 35,804 (99,621)Trade and other payables (3,320) – (332)Deferred tax liabilities (2,074) (5,892) (7,966)Retirement benefit obligations (815) – (815)

———— ———— ———— ———– ———– ————(52,099) (88,456) (78,650) 74,667 35,804 (108,734)

———— ———— ———— ———– ———– ————TOTAL LIABILITIES (80,031) (137,084) (80,500) 89,651 37,165 (170,799)

———— ———— ———— ———– ———– ————NET ASSETS/(LIABILITIES) 22,274 (18,892) 23,000 31,892 – 58,274———— ———— ———— ———– ———– ————Notes:

The pro forma statement of net assets has been prepared on the following basis:

1 The financial information on InterBulk has been extracted, without adjustment, from the historical financial information onInterBulk set out in Part III of this Document.

2 The financial information on UTI has been extracted, without adjustment, from the historical financial information on UTIset out in Part IV(D) of this Document.

Part V

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3 This adjustment represents the net cash proceeds from the Placing and the new Enlarged Group debt package of £80.5 millionto fund the Acquisition and refinance the existing InterBulk bank debt (£37 million).

£000

Placing proceeds (28,000)Cash raised from debt (80,500)Less expenses 5,000

————(103,500)

————New debtCreditors < 1 year 1,850Creditors > 1 year 78,650

————80,500————

4 This adjustment represents the Acquisition, as summarised below.

Of the £66.5 million of total net cash raised (being £103.5 million less £37 million which will be used to refinance existingInterBulk bank debt as shown in adjustment 3), £49,131,000 and the cash balance acquired with UTI (£2,578,000) will beused to settle existing UTI bank debt of £50,244,000 plus related interest of £1,465,000.

The balance of the cash raised, after settlement of bank debt and related interest will be used to settle £14,260,000 of UTIloan stock. The £28,423,000 adjustment shown below also includes a £7.8 million settlement via the issue of InterBulk sharesat the Placing Price plus £6,363,000 will be capitalised for nominal value on completion, thus increasing the net assets of UTIby this amount. On completion, £6,043,000 of accrued loan stock interest will also be capitalised for nominal value thusincreasing the net assets of UTI by this amount.

After settlement of UTI bank debt and loan stock as noted above, the balance of £3,109,000 cash remaining, along with afurther £5.2 million of InterBulk shares at the Placing Price will be used to purchase the preferred ordinary shares of UTIwhich have a nominal value of £1,113,000. On the purchase of the preferred ordinary shares, an accrued dividend of£2,363,000 will become due to InterBulk and can therefore be eliminated from the net liabilities of UTI (and the EnlargedGroup).

£000

Consideration for preferred ordinary sharesShares 5,200Cash 3,109

————8,309

————Net liabilities at 30 September 2006 (18,892)Write back of preferred ordinary shares and accrued dividend 3,476Capitalisation of loan stock at nominal value 6,363Capitalisation of accrued loan stock interest at nominal value 6,043

————Net liabilities acquired (3,010)

————Increase in goodwill arising 11,319————Existing UTI debt repaid or capitalisedCreditors < 1 yearBank loans 4,000

————4,000

————Creditors > 1 yearBank loans 46,244Shareholder loan stock 28,423

————74,667————

Other adjustmentsOther payablesRepayment of accrued bank loan interest 1,465Preferred ordinary shares – nominal value and accrued dividend 2,363Capitalisation of accrued loan stock interest 6,043

————9,871————

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5 This adjustment represents the refinancing, on completion of the Proposals, of the existing InterBulk bank debt.

£000Repayment of existing debtCreditors < 1 year 1,361Creditors > 1 year 35,804

————37,165————

6 No adjustment has been made in the pro forma statement of net assets to reflect:

a. the trading and cash flows of InterBulk or UTI in the period since 30 September 2006;

b. any fair value adjustments arising on the acquisition; or

c. deferred finance costs offset against the existing debt, nor has any allocation been made from the £5 million deal feesfor deferred finance costs for the new debt package.

7 The pro forma has been prepared on the assumption that UTI has been accounted for by the Company using the purchasemethod of accounting.

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PART VI(A)

HISTORICAL FINANCIAL INFORMATION ON ATORKA GROUP HF

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005

The financial information set out below has been extracted without material adjustment from the auditedannual financial statements of Atorka Group hf for the year ended 31 December 2005. These financialstatements were audited by PricewaterhouseCoopers hf, Reykjavik.

INCOME STATEMENT FOR THE YEAR 2005

Notes 2005 2004ISK’000 ISK’000

Financial incomeInterest income and other related financial income 387,875 69,938Dividend income 205,836 143,541Fair value changes on investments and other financial assets 6 1,760,307 3,021,897

–––––––––– ––––––––––2,354,018 3,235,376

Financial expensesInterest expenses (710,270) (250,609)Net income from private equity projects 5 473,889 602,600

Net financial income 2,117,636 3,587,367–––––––––– ––––––––––

Operating expensesAdministration cost 14 503,696 147,844Other operating expenses 108,788 63,169

–––––––––– ––––––––––612,483 211,013

Impairment of goodwill 2.5, 8 (248,836) (140,000)

Net profit before taxes 1,256,317 3,236,354

Income tax 7 235,076 (343,874)

Net profit 1,491,392 2,892,480–––––––––– ––––––––––Earnings per share, basic and diluted 16 ISK 0.54 ISK 1.16

Income statement by quarters 20

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BALANCE SHEET AS OF 31 DECEMBER 2005

Notes 31 December 1 January2005 2005

ISK’000 ISK’000

Assets

Non-current assetsGoodwill 8 0 254,098Loans and other receivables 9 1,726,446 810,228

–––––––––– ––––––––––1,726,446 1,064,326

Current assetsLoans and other receivables 9 512,037 313,785Financial assets at fair value through profit and loss 10 12,069,038 8,924,638Derivative financial instruments 15 15,939 240,866Cash and cash equivalents 878,991 3,448,531

–––––––––– ––––––––––13,476, 004 12, 927, 820

Private equity projects 11 4,797,525 2,850,016

Total assets 19,999,976 16,842,162–––––––––– ––––––––––Stockholders’ equity and liabilities

Stockholders’ equityShare capital 12 2,741,737 2,732,398Share premium 3,114,687 3,070,171Legal reserve 315,975 208,638Retained earnings 3,571,830 2,957,914

–––––––––– ––––––––––Total stockholders’ equity 9,744,229 8,969,121

Liabilities

Non-current liabilitiesDeferred tax liability 7 323,183 566,232Borrowings 13 9,286,680 6,896,304

–––––––––– ––––––––––9,609,862 7,462,536

Current liabilitiesTrade and other payables 442,223 309,227Borrowings 13 199,283 71,428Derivative financial instruments 15 4,378 29,850

–––––––––– ––––––––––645,884 410,505

Total liabilities 10,255,747 7,873,041

Total stockholders’ equity and liabilities 19,999,976 16,842,162–––––––––– ––––––––––Other informations 21

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STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

Share Share Legal Unrealized Retainedcapital premium reserve profit earnings Total

ISK’000 ISK’000 ISK’000 ISK’000 ISK’000 ISK’000

Balance at 1 January 2004 2,255,302 1,337,102 62,261 153,889 285,185 4,093,739

Purchase of treasury shares (989,677) (2,470,263) (48,478) 3,508,418)Sales of treasury shares 1,466,773 4,203,332 5,670,105Dividends paid (178,784) (178,784)Unrealized gain for the year 1,167,355 1,167,355Realized gain for the year 1,725,124 1,725,124Contribution to legal reserve 146,377 (146,377) 0

––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––Balance at

31 December 2004 2,732,398 3,070,171 208,638 1,321,244 1,636,670 8,969,121Adoption of IAS 32 and 39 (1,321,244) 1,321,244

––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––Balance at 1 January 2005 2,732,398 3,070,171 208,638 0 2,957,914 8,969,121

Purchase of treasury shares (572,879) (2,810,224) (3,383,103)Sales of treasury shares 582,218 2,854,741 48,478 3,485,436Dividends paid (818,617) (818,617)Contribution to legal reserve 107,337 (107,337) 0Net profit for the year 1,491,392 1,491,392

––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––Balance at

31 December 2005 2,741,737 3,114,687 315,975 0 3,571,830 9,744,229––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

Further explanation of shareholders’ equity items, see note 12 and 17.

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STATEMENT OF CASH FLOW FOR THE YEAR 2005

2005 2004ISK’000 ISK’000

Cash flow from operating activitiesNet earnings 1,491,392 2,892,480

Items not affecting cash:Fair value changes on investments and other financial assets (2,183,680) (2,292,816)Income tax (243,049) 319,833Impairment of goodwill 248,836 140,000

–––––––––– ––––––––––Working capital provided by operating activities (686,500) 1,059,497

Changes in operating assets:Trade and other receivables, increase (decrease) 1,114,470 (218,820)Current liabilities, increase (decrease) 132,996 (117,082)

–––––––––– ––––––––––1,247,466 (335,902)

Net cash from (to) operating activities 560,966 723,595

Cash flows (to) investment activitiesPurchase of shares in companies (15,174,357) (6,818,807)Proceeds from sale of shares in companies 9,415,464 4,612,067Proceeds from sale of other securities (25,485) (810,228)

–––––––––– ––––––––––(5,784,379) (3,016,968)

–––––––––– ––––––––––

Cash flows from financing activitiesProceeds from issue of shares 102,333 (1,559,391)Dividends paid (818,617) (484,450)New long-term liabilities 4,548,729 5,665,818Payments of long term liability (1,178,571) (71,429)

–––––––––– ––––––––––2,653,872 3,550,548

–––––––––– ––––––––––

(Decrease) increase of cash (2,569,540) 1,257,175Cash at beginning of the year 3,448,531 2,191,356

–––––––––– ––––––––––Cash at December 31 878,991 3,448,531–––––––––– ––––––––––Investing and financing activities not affecting cash flows:Purchase of shares 1,175,697 3,889,955

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NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Atorka Group hf (“Atorka”) is a strategic investment company, listed on the Icelandic Stock Exchange.Atorka invests in equity share capital both in Iceland and abroad. Atorka’s main investment approach is tobuild controlling stakes in the companies it invests its capital. Atorka also invests in stock on a no-controllingbasis but on a much smaller scale.

Atorka’s investment strategy is strictly value driven, with a particular focus on future opportunities and scopefor operational improvement and restructuring, applicable both to existing and future investments.

Atorka is a limited liability company incorporated and domiciled in Iceland. The address of its registeredoffice is Laugavegur 182, Reykjavík.

These Financial Statements have been approved by the Board of Directors on 20 February 2006.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set forth below.These policies have been consistently applied to both years presented, unless otherwise stated.

2.1 Basis of preparation

The financial statements of Atorka Group hf have been prepared in accordance with InternationalFinancial Reporting Standards (IFRS) as adopted by the EU. They are covered by IFRS 1,International Financial Reporting Standards, First-time Adoption of IFRS, because they are Atorka’sfirst IFRS financial statements.

The accounting policies, as adopted by the EU, depart from full IFRS in a few standards,interpretations and amendments in some areas related to Atorka’s operations:

IFRS 7, Financial Instruments: Disclosured, and a complementary Amendment to IAS 1, Presentationof Financial Statements – Capital Disclosures (effective from 1 January 2007). IFRS 7 introduces newdisclosures to improve the information about financial instruments. It requires the disclosure ofqualitative and quantitative information about exposure to risks arising from financial instruments.Atorka assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the mainadditional disclosures will be the sensitivity analysis to market risk and the capital disclosuresrequired by the amendment of IAS 1.

Atorka will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007.

The financial statements of Atorka have been prepared in accordance with Icelandic GenerallyAccepted Accounting Principles (GAAP) until 31 December 2004. GAAP differs in some areas fromIFRS. In preparing the financial statements, management has amended certain accounting andvaluation methods applied in the GAAP financial statements to comply with IFRS. The comparativefigures for 2004 were restated to reflect these adjustments where they were appropriate.

Reconciliation and descriptions of the impact of the transision from GAAP to IFRS on Atorka’sequity, balance sheet and net income are provided in note 22.

The financial statements of Atorka have been prepared under the historical cost convention, asmodified by the revaluation of financial assets (including derivative instruments) at fair value throughprofit or loss.

The preparation of financial statements in accordance with IFRS requires the use of certain criticalaccounting estimates. It also requires management to exercise its judgement in the process of applyingAtorka’s accounting policies. The areas involving a higher degree of judgement or complexity, orareas where assumptions and estimates are significant to the financial statements, are disclosed inNote 4.

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2.2 Consolidation

Private equity projects:

Investments in other companies were Atorka has an controlling interest are bought with the intentionof develop and resale, are categorized as private equity projects if their value will be recovered by salerather than with continuing operation. Private equity projects are valued at lower of cost or fair valueas required in IFRS 5.

2.3 Foreign currency translation

Functional and presentation currency

The financial statements are presented in thousand ISK, which is Atorka’s functional and presentationcurrency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange ratesprevailing at he dates of the transactions. Foreign exchange gains and losses resulting from thesettlement of such transactions and from the translation at year-end exchange rates of monetary assetsand liabilities denominated in foreign currencies are recognized in the income statement.

2.4 Intangible assets

Goodwill represents the excess of the cost of an acquisition over the fair value of Atorka’s share ofthe net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill onacquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually forimpairment and carried at cost less accumulated impairment losses. Gains and losses on the disposalof an entity include the carrying amount of goodwill relating to the entity sold.

2.5 Impairment of assets

Assets that have an indefinite useful life are not subject to amortization and are tested annually forimpairment. Assets that are subject to amortization are reviewed for impairment whenever events orchanges in circumstances indicate that the carrying amount may not be recoverable. An impairmentloss is recognized for the amount by which the asset’s carrying amount exceeds its recoverableamount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use.For the purposes of assessing impairment, assets are grouped at the lowest levels for which there areseparately identifiable cash flows (cash-generating units).

2.6 Investments

Atorka classifies its investments as financial assets at fair value through profit or loss. Theclassification depends on the purpose for which the investments were acquired. Managementdetermines the classification of its investments at initial recognition and reevaluates this designationat every reporting date.

Financial assets at fair value through profit or loss

This category has two sub-categories: financial assets held for trading and those designated at fairvalue through profit or loss at inception. A financial asset is classified in this category if acquiredprincipally for the purpose of selling in the short term or if so designated by management. Derivativesare also categorized as held for trading. Assets in this category are classified as current assets if theyare either held for trading or are expected to be realized within 12 months of the balance sheet date.

Purchases and sales of investments are recognized on trade-date – the date on which Atorka commitsto purchase or sell the asset. Investments are initially recognized at fair value plus transaction costsfor all financial assets not carried at fair value through profit or loss. Investments are derecognizedwhen the rights to receive cash flows from the investments have expired or have been transferred and

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Atorka has transferred substantially all risks and rewards of ownership. Realized and unrealized gainsand losses, arising from changes in the fair value of the financial assets at fair value through profit orloss category, are included in the income statement in the period in which they arise.

The fair values of quoted investments are based on current bid prices. If the market for a financial assetis not active (and for unlisted securities), Atorka establishes fair value by using valuation techniques.These include the use of recent arm’s length transactions, reference to other instruments that aresubstantially the same, discounted cash flow analysis, and option pricing models refined to reflect theissuer’s specific circumstances.

Atorka assesses at each balance sheet date whether there is objective evidence that a financial asset ora group of financial assets is impaired.

2.7 Loans and other receivables

Trade and other receivables are recognized initially at fair value and subsequently measured atamortized cost using the effective interest method, less provision for impairment. A provision forimpairment of trade and other receivables is established when there is objective evidence that Atorkawill not be able to collect all amounts due according to the original terms of receivables. The amountof the provision is the difference between the asset’s carrying amount and the present value ofestimated future cash flows, discounted at the effective interest rate. The changes of the provision isrecognized in the income statement.

2.8 Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-termhighly liquid investments with original maturities of three months or less.

2.9 Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of Atorkaby the weighted average number of ordinary shares in issue during the year, excluding ordinary sharespurchased by Atorka and held as treasury shares.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary sharesoutstanding to assume conversion of all dilutive potential ordinary shares.

2.10 Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings aresubsequently stated at amortised cost; any difference between the proceeds (net of transaction costs)and the redemption value is recognised in the income statement over the period of the borrowingsusing the effective interest method.

Borrowings are classified as current liabilities unless Atorka has an unconditional right to defersettlement of the liability for at least 12 months after the balance sheet date.

2.11 Deferred income tax

Deferred income tax is provided in full, using the liability method, on temporary differences arisingbetween the tax bases of assets and liabilities and their carrying amounts in the financial statements.However, if the deferred income tax arises from initial recognition of an asset or liability in atransaction other than a business combination that at the time of the transaction affects neitheraccounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined usingtax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and areexpected to apply when the related deferred income tax asset is realised or the deferred income taxliability is settled.

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2.12 Revenue recognition

Interest income

Interest income is recognized in the income statement using the effective interest method for allfinancial instruments stated at cost.

Dividend income

Dividend income is recognized when the right to receive payment is established.

2.13 Dividend distribution

Dividend distribution to Atorka’s shareholders is recognized as a liability in Atorka’s financialstatements in the period in which the dividends are approved by Atorka’s shareholders.

2.14 Share based compensation

Atorka has entered in to share-based contracts with its employees which enable employees to buyshares in Atorka on market price. Under these contacts the employee has the right to receive, andAtorka he obligation to pay cash payment representing the shortfall between the market share priceand the strike price according to the contract. These contracts are cash settled share based contractunder IFRS 2. On each reporting date an obligation will be treated as a liability if the fair value of thestrike price under the contract exceeds the market price and treated as an employee cost in the incomestatement.

3. FINANCIAL RISK MANAGEMENT

3.1 Financial risk factors

Investment strategy:

Atorka’s main objective is to invest at all times in 5 to 10 private equity projects with the view todevelope these companies and subsecuently sell them in their entirety or in smaller units. It isanticipated that each private equity project lasts about 5 years. Atorka also invests in publicly listedcompanies with the purpose to profit from short term price changes. The investment stragety is basedon policy confirmed by the Board of Directors.

Market value risk:

Atorka invests in shares and other securities to profit from short term market price changes. Atorka’sinvestments in shares and other securities are subject to fair value risk, as the future value of thesefinancial assets is uncertain. The investments are tracked on a daily basis by the CEO and Atorka’sManaging Directors. In addition, Atorka’s Board reviews Atorka’s investments on a quarterly basis.

Marketability risk:

Atorka invests mostly in financial assets listed on an active market, which allows Atorka to sell itsfinancial assets at any time. Unlisted investments that are not part of private equity projects thereforerepresent a small portion of total assets.

Currency risk:

Atorka is subject to currency risk as the value of foreign assets changes with currency fluctuations,other than fluctuations of the Icelandic Krona. Atorka has entered into currency option agreements tolimit Atorka’s currency risk.

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3.2 Accounting for derivative financial instruments and hedging activities

Derivatives are initially recognized at fair value on the date a derivative contract is entered into andare subsequently remeasured at their fair value. Derivatives with a positive market value arecapitalized but derivatives with negative market value are recorded as liability.

Atorka has committed in derivatives to diminish its currency risk. All shifts in derivatives fair valueare immediately declared to the income statement. Atorka does not designate any derivative as anhedging instruments and therefore does not use hedge accounting based on the IFRS requirements.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors,including expectations of future events that are believed to be reasonable under the circumstances.

4.1 Critical accounting estimates and assumptions

Atorka makes estimates and assumptions concerning the future. The resulting accounting estimateswill, by definition, seldom equal the related actual results. The estimates and assumptions that have asignificant risk of causing a material adjustment to the carrying amounts of assets and liabilities withinthe next financial year are discussed below.

Estimated impairment of goodwill

Atorka tests annually whether goodwill has suffered any impairment, in accordance with theaccounting policy stated in Note 2.4. The recoverable amounts of cash-generating units have beendetermined based on value-in-use calculations. These calculations require the use of estimates (Note8).

Estimated impairment of private equity projects

Atorka reviews the value of private equity projects for impairment whenever events or changes incircumstances indicate that the carrying amount may not be recoverable. An impairment loss isrecognized for the amount by which the value of the private equity projects exceeds its recoverableamount (Note 11). Such amount is based on the appraisal by an independent party.

5. NET INCOME FROM PRIVATE EQUITY PROJECTS

2005 2004ISK’000 ISK’000

Income from private equity projects 1,273,889 602,600Charges of private equity projects (800,000) 0

–––––––––– ––––––––––473,889 602,600–––––––––– ––––––––––

6. FAIR VALUE CHANGES ON INVESTMENTS AND OTHER FINANCIAL ASSETS

2005 2004ISK’000 ISK’000

Realized profit on shares 584,398 1,399,282Net gain on financial assets designated at fair value through profit and loss 877,450 1,423,603Fair value adjustments of derivatives 298,459 199,012

–––––––––– ––––––––––1,760,307 3,021,897–––––––––– ––––––––––

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7. DEFERRED TAX LIABILITY

2005ISK’000

Change in income tax liability during the year is as follows:Deferred tax liability 1 January 2005 566,232Adjustment 1 January 2005 (19,769)Increase in tax liability related to treasury shares 11,796Income statement charge (235,076)Income tax payable 0

–––––––––Income tax liability at end of period 323,183–––––––––Deferred income tax liability analyses on the following items:Financial assets 508,232Private equity projects (144,000)Taxable loss carried forward (40,927)Other items (123)

–––––––––323,183–––––––––

The tax on Atorka’s profit before tax differs from domestic tax rate (18%) as follows:Profit before tax 1,256,317Calculated tax (18%) 226,137Dividend income (266,350)Other permanent differences related to merger and impairment (194,863)

–––––––––Tax charge (235,076)–––––––––8. GOODWILL

Goodwill is the result of Atorka’s purchase of all shares in Afl fjárfestingarfélag hf and Isla ehf.

ISK’000

Net book amount 1 December 2004 273,892IFRS transition changes (19,794)

–––––––––Net book amount 1 January 2005 254,098Decrease in goodwill due to Isla ehf (5,262)Impairment of goodwill (248,836)

–––––––––Closing net amount 0

–––––––––Cost 394,098Accumulated amortization and impairment (394,098)

–––––––––Closing net book amount 0

–––––––––

The goodwill arising from the merger with Afl fjárfestingarfélag hf and Isla ehf was tested for impairmentand the conclusion was that the total capitalized amount ISK 248.8 million should be expensed in the incomestatement.

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9. LOANS AND OTHER RECEIVABLES

ISK’000

Loans to private equity projects 1,808,688Other receivables 429,795

–––––––––2,238,483

–––––––––Non-current portion of loans and other receivables 1,726,446Current portion of loans and other receivables 512,037

–––––––––2,238,483

–––––––––Terms of loans to private equity projects are comparable to market terms.

10. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS

2005 2004ISK’000 ISK’000

Listed shares:Jaróboranir hf 5,624,911 3,543,241Low and Bonar plc., UK 2,980,207 2,571,587NWF Group, UK 991,261 646,014Other shares, UK and Iceland 2,385,883 2,062,789

–––––––––– ––––––––––Total shares 11,982,263 8,823,631

–––––––––– ––––––––––Domestic bonds 86,775 101,007

–––––––––– ––––––––––Total financial assets at fair value through profit and loss 12,069,038 8,924,638–––––––––– ––––––––––All listed shares are capitalized on current bid prices except for the investment in Jaróboranir hf where thefair value capitalization is based on the price in Atorka’s takeover offer (see note 21).

11. PRIVATE EQUITY PROJECTS

In accordance with IFRS standard number 5, which deals with non-current assets held for sale anddiscontinued operation, the companies in such circumstances are not categorized as subsidiaries, but ratheras private equity projects. Their ownership is intended to be short term and Atorka’s management intends tosell them or decrease Atorka’s ownership share in the near future.

Assets and liabilities of private equity projects are as follows:

ISK’000The plastic industry projectAssets 31 December 2005 10,715,151Liabilities 31 December 2005 (7,994,647)

–––––––––Net book value 31 December 2005 2,720,504

The health care projectAssets 31 December 2005 7,321,790Liabilities 31 December 2005 (5,246,382)

–––––––––Net book value 31 December 2005 2,075,409

The real estate projectAssets 31 December 2005 1,506,061Liabilities 31 December 2005 (1,504,449)

–––––––––Net book value 31 December 2005 1,612

–––––––––Total net book value 31 December 2005 4,797,525–––––––––

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11. PRIVATE EQUITY PROJECTS (continued)Of these total liabilities net ISK 3.889,4 million are interest related loans in plastic industry project, ISK2.724,7 million in health care project and ISK 1.504,4 million in real estate project.

If total assets of these companies were added to Atorka’s assets and total liabilities of these companies wereadded to Atorka’s liabilities, its equity ratio would be 28,04 per cent. instead of 48,72 per cent. The equityamount would not change. These companies are under development and restruction, which includes, amongother things, refinancing and sale of their assets. In the near future, the future ownership will be determinedand if Atorka’s ownership share has not decreased, its assets, liabilities, revenue and expenses will beincluded in Atorka’s accounts as of its purchase day, in accordance with International Accounting Standard,IAS 27.

The plastic industry project consist of Promens hf and Eignarhaldsfélagió Bolar hf. These companies haveoperations in subsidiaries in 12 countries.

The health care project consist of following holding companies, Líf hf, FH8 ehf and EignarhaldsfélagParlogis ehf which are fully owned by Atorka. These holding companies own fully the following operationalcompanies Parlogis hf, Icepharma hf, Ilsanta UAB, Austurbakki hf, A. Karlsson hf, Besta ehf and Ísmed ehf.

The real estate project consist of the operational company, Summit ehf. Summit ehf owns 6 real estates inthe Reykjavík area. The valuation of these real estates have been measured by an independent authorizedparty and the conclusion of the valuation is that the value of these asset could increase equity of Summit ehfof ISK 285 million. Due to IFRS requirements of the lower of cost and fair value this amount is not includedif the equity of Summit ehf.

12. SHARE CAPITAL2005 2004

ISK’000 ISK’000Summary of share capital:Total authorized number of shares 2,773,650 2,773,650Treasury shares (31,913) (41,252)

–––––––––– ––––––––––2,741,737 2,732,398–––––––––– ––––––––––

13. BORROWINGS2005

ISK’000Summary of borrowings:

Non-currentBank borrowings, ISK 3 months REIBOR plus fixed premium 1,000,000Index linked liabilities, ISK fixed 5% – 5.2% interest 8,286,680

–––––––––9,286,680

CurrentBank borrowings, ISK 17,555Index linked liabilities, ISK 181,728

–––––––––199,283

–––––––––Total borrowings 9,485,963–––––––––Payments of borrowings at year end:Payments between 1 and 2 years 199,283Payments between 2 and 5 years 1,000,000Over 5 years 8,087,396

–––––––––9,286,680–––––––––

Index linked liabilities are linked to the Icelandic Consumer Price Index.

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14. ADMINISTRATION COST

Landsvaki hf, Landsbanki Íslands’ hf subsidiary, performed various administration duties for Atorka, basedon an administration contract. At the end of 2004, the administration contract with Landsvaki hf was prepaid.The prepayment amounted to ISK 202 million, whereof ISK 100 million were expensed during 2004 and theremaining balance was expensed in the first quarter of 2005. As of 1 April 2005, Atorka has managed itsown administration, including accounting, portfolio watch, shareholders’ records and more.

Included in administration cost is cost due to settlement of stock option agreement with former managingdirector amount to ISK 160 million.

15. DERIVATIVE FINANCIAL INSTRUMENTS

At the end of the year, there were two currency option agreements, which are shown under assets at bookvalue, amounting to ISK 16 million at the end of the year. The agreements were in Icelandic kronas vs. Swissfrancs. The agreements were entered into to hedge Atorka’s currency exposure of foreign portfolio of shares.

At the end of the year, there were three forward equity derivatives, which are shown under liabilities.

CarryingNotional amount

amount Assets LiabilitiesISK’000 ISK’000 ISK’000

Forward currency option agreements 403,000 15,939 0Equity derivatives 47,450 0 4,378

–––––––––– –––––––––– ––––––––––450,450 15,939 4,378–––––––––– –––––––––– ––––––––––

16. EARNINGS PER SHARE

Earnings per share is calculated by dividing the net profit attributable to shareholders by the weightedaverage number of outstanding shares in issue during the year, excluding ordinary shares purchased byAtorka and held as treasury shares.

2005 2004

Net profit attributable to shareholders (ISK’000) 1,491,392 2,892,480Weighted average number of outstanding shares in issue (’000) 2,737,067 2,509,889Earnings per share, basic and diluted (ISK) 0.54 1.16–––––––––– ––––––––––17. DIVIDENDS PER SHARE

The dividends paid in 2005 and 2004 were 818,6 million ISK and 178,7 million ISK respectively or ISK 0,3per share in 2005 and ISK 0,1 per share in 2004.

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18. DIRECTORS’ TERMS OF EMPLOYMENT

Compensation to top management for their work for Atorka and their shares in Atorka are as follows:

Wages and Shares at theBenefits end of yearISK’000 ’000

Magnús Jónsson, CEO 14,050 385,758Benedikt Olgeirsson, managing director 4,903 35,000Reimar Pétursson, managing director 8,371 35,000Ioorsteinn Vilhelmsson, chairman 3,400 989,945Hrafn Magnússon, board member 600 175Karl Axelsson, board member 2,250 1,300Örn Andrésson, board member 600 52,494Styrmir Tór Bragason, former managing director 200,697 02 former board members 3,650 48,201

–––––––––– ––––––––––238,521 1,547,873–––––––––– ––––––––––

Included in the compensation to the former managing director is cost due to a settlement of stock optionagreement amounted to ISK 160 million.

CEO and managing directors worked part time of the year 2005 by Atorka.

Shares at the end of the year refers to holdings in the name of the parties in question themselves, theirspouses, children who are not financially competent or legal entities in which they are involved.

In the year 2005 Atorka entered in to a contractual relationship with the CEO and the two managingdirectors. Orginally these contracts were based on put option rights on purchased shares in Atorka. Thesecontracts have been amended and now these key employees of Atorka have the right to receive, and Atorkathe obligation to pay, cash payment representing the shortfall between the market share price and the strikeprice according to the contract. This obligation will be active in a three years pro-rata vesting period startingfrom the contract date of 30 September and 28 December 2005.

The nominal amount of shares related to the contracts with the three key employees are in total 115 millionISK and the CEO holds ISK 45 millions but the two managing directors ISK 35 million each. The marketprice on the contract date was was 6,05 per share and the strike price, when exerciseable, will represent thatprice plus accrued interest calculated from the contract date. The accounting treatment of this contract in the2005 financial statements is based on cash settled share based contract under IFRS 2 and on each reportingdate an obligation will be treated as a liability if the fair value of the strike price under the contract exceedsthe market price on the reporting date. At year end 2005 no obligation exits.

Atorka has not granted any loans to the member of the Board of Directors or to the top management persons.That includes also all companies owned by these persons.

19. FEE TO AUDITORS

2005 2004

Audit of financial statements 2,950 1,052Review of interim financial statements 5,024 1,403Other services 7,162 2,671

–––––––––– ––––––––––15,136 5,126–––––––––– ––––––––––

Amounts include value-added tax.

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20. INCOME STATEMENT BY QUARTERS

4 quarter 3 quarter 2 quarter 1 quarter 4 quarter2005 2005 2005 2005 2004

ISK’000 ISK’000 ISK’000 ISK’000 ISK’000

Net financial income 1,154,805 590,332 (283,059) 655,558 538,298Operating expenses (110,938) (314,348) (42,552) (144,645) (146,226)Impairment of goodwill 0 0 (248,836) 0 (140,000)

–––––––––– –––––––––– –––––––––– –––––––––– ––––––––––Net profit before taxes 1,043,867 275,984 (574,448) 510,913 252,071Income tax (194,106) (51,862) 332,997 148,048 168,277

–––––––––– –––––––––– –––––––––– –––––––––– ––––––––––Net profit (loss) of the

period 849,761 224,121 (241,451) 658,961 420,348–––––––––– –––––––––– –––––––––– –––––––––– ––––––––––21. EVENTS AFTER THE BALANCE SHEET DATE

The 9 December 2005 Atorka launched a tender offer for all the shares in Jaróboranir hf, a company thenlisted on the Icelandic Stock Exchange. Before launching the offer Atorka owned 224.996.443 shares inJaróboranir, which corresponded to 56,25 per cent. of Jaróboranir’s total issued share capital and 57,86 percent. of its outstanding share capital. The book value of those shares at the balance sheet date is ISK5.624.911 thousands.

The tender offer expired 16 January 2006 with the acceptance by the bulk of Jaróboranir’s shareholders.After the tender offer Atorka owned 386.875.646 shares of Jaróboranir’s shares with a book value of ISK9.671.891 thousands.

The consideration offered for Jaróboranir’s shares were shares in Atorka in an exchange of 6 Atorka sharesfor 25 Jaróboranir shares. To fund the acquisition Atorka issued 600.000.000 new shares at the price ISK 6per share. Those shares were paid to Jaróboranir’s shareholders at the conclusion of the tender offer between17 to 23 January 2006. As a consequence Atorka’s equity has after the balance sheet date increased by ISK3.600.000 thousands.

22. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

22.1 Basis of the transition

22.1.1 Application of IFRS 1

The financial statements for the year ended 31 December 2005 will be the first annual financialstatements that comply with IFRS. These financial statements have been prepared as describedin Note 2.1. Atorka has applied IFRS 1 in preparing these financial statements.

The transition date for Atorka is 1 January 2004. Atorka prepared its opening IFRS balancesheet at that date. The reporting date of these financial statements is 31 December 2005.Atorka’s IFRS adoption date is 1 January 2005.

In preparing these financial statements in accordance with IFRS 1, Atorka must restate all itsassets and liabilities retroactively in accordance with IFRS.

22.1.2 Exceptions from full retrospective application – elected by Atorka

Atorka has elected to apply the following optional exemptions from full retrospectiveapplication.

(a) Designation of financial assets

Atorka reclassified various securities as financial assets at fair value through profit andloss.

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22. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)(continued)

(b) Exemption from restatement of comparatives for IAS 32 and IAS 39.

Atorka has elected to apply this exemption. It applies previous GAAP rules toderivatives, financial assets and financial liabilities and to hedging relationships for the2004 comparative information. The adjustments required for differences between GAAPand IAS 32 and IAS 39 are determined and recognized at 1 January 2005.

22.1.3 Exceptions from full retrospective application followed by Atorka

(a) Estimates exception

Estimates under IFRS at 1 January 2004 should be consistent with estimates made forthe same date under previous GAAP, unless there is evidence that those estimates werein error.

(b) Assets held for sale and discontinued operations exception

IFRS 5 is applied from 1 January 2005 and onward, i.e. assets held for sale anddiscontinued operations are recognized in accordance with IFRS 5 only from 1 January2005.

22.2 Reconciliation between IFRS and GAAP

The following reconciliation provides a quantification of the effect of the transition to IFRS.

22.2.1 Reconciliation of equity

1 January 31 December2004 2004

Equity under previous GAAP 4,093,739 9,138,238Subsidiary included in consolidation according to IAS 27 0 (169,118)

–––––––––– ––––––––––Total equity under IFRS 4,093,739 8,969,121–––––––––– ––––––––––Subsidiary which was 100 per cent. owned by Atorka, Isla ehf, is included in the consolidatedfinancial statements. Previously, Isla ehf was accounted at cost. The effect of these changes isISK 169 million reduction in equity 31 December 2004.

Atorka gained control over Isla ehf on 1 October 2004. Isla ehf was merged into Atorka on 1January 2005.

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22. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)(continued)

22.2.2 Reconciliation of equity 1 January 2005Previous GAAP IFRS––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––Assets Change in Change in Assets

valuation presentationNon-current assets

Goodwill 273,892 (19,794) 254,098 GoodwillLoans and other

810,228 810,228 receivables––––––––– ––––––––– ––––––––– –––––––––

273,892 (19,794) 810,228 1,064,326Current assetsFinancial assets

Other securities 91,770 9,236 (101,006) at fair value throughShares in companies 11,843,648 (170,000) (2,749,010) 8,924,638 profit and lossLongterm debt to related company 710,198 (710,198)Subordinated loan to related

company 100,030 (100,030)Derivative financial

Forward rate exch derivatives 211,016 29,850 240,866 instrumentsLoans and other

Current assets and prep. exp. 409,818 (96,033) 313,785 receivables Cash and cash equivalents 3,389,674 58,857 3,448,531 Cash and cash equivalents

––––––––– ––––––––– ––––––––– –––––––––16,756,155 (197,941) (3,630,395) 12,927,819

2,850,016 2,850,016 Private equity projects––––––––– ––––––––– ––––––––– –––––––––

Total assets 17,030,047 (217,735) 29,850 16,842,162 Total assets––––––––– ––––––––– ––––––––– –––––––––Equity and liabilities Equity and liabilitiesEquity EquityShare capital 2,764,476 (32,078) 2,732,398 Share capitalShare premium 3,160,213 (90,042) 3,070,171 Share premiumLegal reserve 208,638 208,638 Legal reserveAccumul. comprehensive income 1,549,139 (48,478) (1,500,661)Retained earnings 1,455,773 1,480 1,500,661 2,957,914 Retained earnings

––––––––– ––––––––– ––––––––– –––––––––Total equity 9,138,239 (169,118) 0 8,969,121 Total equity

Liabilities Non-current liabilitiesSubordinated loan 428,571 6,467,733 6,896,304 BorrowingsDeferred income tax liability 614,850 (48,618) 566,232 Tax liabilities

––––––––– ––––––––– ––––––––– –––––––––1,043,421 (48,618) 6,467,733 7,462,536

Unpaid dividend 62,223 (62,223)Domestic liabilities 1,500,000 (1,500,000) Current liabilitiesDomestic index linked liabilities 5,039,161 (4,967,733) 71,428 BorrowingsAccrued liabilities 247,003 62,223 309,227 Trade and other payables

Derivative financial29,850 29,850 instruments

––––––––– ––––––––– ––––––––– –––––––––6,848,387 0 (6,437,883) 410,505

––––––––– ––––––––– ––––––––– –––––––––Total liabilities 7,891,808 7,873,041 Total liabilities

––––––––– ––––––––– ––––––––– –––––––––Total equity and liabilities 17,030,047 (217,735) 29,850 16,842,162 Total equity and liabilities––––––––– ––––––––– ––––––––– –––––––––

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22. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)(continued)

22.2.3 Reconciliation of net income for the year 2004

Adoption of IFRS has a small impact on income for the year 2004. The presentation of theincome statement has changed.

Previous GAAP IFRS––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––Assets Change in Change in Assets

presentation valuationFinancial income (expenses) Financial income

Interest income andInterest income, index and other related financialforeign exchange adjustments 267,144 1,806 268,950 incomeDividend income 746,141 (602,600) 143,541 Dividend incomeInterest expenses (250,609) 250,609 Fair value changes on

investments and other2,822,885 2,822,885 financial assets

––––––––– –––––––––762,676 3,837,976

Realized profit on shares 1,399,282 (1,399,282) Financial expenses(250,609) (250,609) Interest expenses

Net income from privat602,600 602,600 equity project

Net financial income 2,161,958 3,587,367 Net financial income

Operating expenses Operating expensesAdministration cost 147,844 147,844 Administration costOther operating expenses 63,169 63,169 Other operating expensesImpairment of goodwill 140,000 (140,000)

––––––––– –––––––––351,013 211,013

(140,000) (140,000) Impairment of goodwillNet earnings before tax 1,810,945 3,236,354 Net profit before taxesIncome tax (87,300) (256,249) (325) (343,874) Income tax

–––––––––Net earnings 1,723,645 2,892,480 Net profit–––––––––Other comprehensive incomeUnrealized gain on shares 1,423,603 (1,423,603)Income tax (256,249) 256,249

–––––––––1,167,354

––––––––– ––––––––– –––––––––Comprehensive income posted

to stockholders’ equity 2,890,999 0 1,481–––––––––

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PART VI(B)

HISTORICAL FINANCIAL INFORMATION ON ATORKA GROUP HF

INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2006

The financial information set out below consists of extracts relating to the profit and loss account, accountingpolicies and relevant notes to the accounts. The financial information has been extracted without materialadjustment from the unaudited consolidated interim financial statements for the nine month period ended 30September 2006. These financial statements were the subject of an auditors’ review report byPricewaterhouseCoopers hf, Raykjavik

Consolidated Interim Income Statement

1 January-30 September

Notes 2006Financial IncomeInterest income and other related financial income 258.904Dividend income 116.360Fair value changes on investments and other financial assets 1.185.434Interest expenses (2.520.504)

–––––––––––Net financial income (959.805)

–––––––––––Operating incomeSales 23.599.441Other operating income 232.442

–––––––––––Total operating income 23.831.883

–––––––––––Operating expensesCost of sales, production – and processing cost 17.916.726Administrative and other operating expenses 4.987.819

–––––––––––Total operating expenses 22.904.545

–––––––––––Net profit of disposal group held for sale 249.861

Profit before income tax 217.394–––––––––––

Income tax 5 (88.416)

Net profit 128.978–––––––––––Attributable to:Equity holders of the company 121.470Minority Interest 7.509

–––––––––––128.978–––––––––––

Earnings per share 6Basic and diluted 0,04

Segment information 4

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Notes to the Consolidated Interim Financial Statements

1. General information

Atorka Group hf (“Atorka”) is a strategic investment company, listed on the Icelandic Stock Exchange.Atorka invests in equity share capital both in Iceland and abroad. Atorka’s main investment approach is tobuild controlling stakes in the companies it invests its capital. Atorka also invests in stock on a no-controllingbasis but on a much smaller scale.

These Condensed Consolidated Interim Financial Statements comprise the financial statements of the AtorkaGroup hf and it’s subsidiaries (“the Group”) as listed in note 16.

Atorka is a limited liability company incorporated and domiciled in Iceland. The address of its registeredoffice is Hlí∂armári 1, Reykjavík.

These Condensed Consolidated Interim Financial Statements have been approved for issue by the board ofdirectors on 17 November 2006.

2. Summary of significant accounting policies

2.1 Basis of preparation

These Condensed Consolidated Interim Financial Statements of Atorka Group are for the nine monthsended 30 September 2006. They have been prepared in accordance with IAS 34, Interim FinancialReporting and are covered by IFRS 1, First-time Adoption of IFRS. The Group’s consolidated annualfinancial statements for 2006 will be prepared in accordance with those IFRS standards and theseinterim financial statements cover a part of that accounting period. Condensed interim financialstatements such as these interim financial statements do not include information as extensive asannual financial statements compiled in accordance with IFRS. These interim financial statementshave been prepared in accordance with those IFRS standards and IFRIC interpretations orInternational Financial Reporting Interpretations Committee, issued and effective or issued and earlyadopted as at the time of preparation of these statements (November 2006). The IFRS standards andIFRIC interpretations that will be applicable at 31 December 2006, including those that will beapplicable on an optional basis, are not known with certainty at the time of preparing these interimfinancial statements.

Reconciliations and descriptions of the effect of the transition from GAAP to IFRS on the Group’sequity and its net income are provided in note 17.

The policies set out below have been consistently applied to the periods presented.

Atorka Group hf has not presented consolidated financial statements in the past. During the year 2005the Group went through several changes and restructuring. Comparative figures for income statementand cash flow statement for 2005 are not presented in these Condensed Consolidated InterimFinancial Statements. This is done with reference to IAS 1. The reason is that no comparable figuresfor the first nine months 2005 exist that have been audited or reviewed and it is impracticable to doso for the comparative period. As a consequence of the considerable restructuring and acquisitionssince the first nine months 2005 comparative figures furthermore could be misleading. In theconsolidated annual financial statements for 2006 comparative figures will be presented for bothincome statement and cash flow statement.

The Parent Company has in addition to these condensed consolidated interim financial statementsprepared Separate Interim Financial Statements in accordance with IFRS for the parent company. Inthe separate financial statements all investments in subsidiaries are accounted at fair value inaccordance IAS 39 – Financial instruments: Recognition and Measurement instead of using the equityaccounting and consolidation of the subsidiaries as described in note 2.2. The substance for suchaccounting in the Parent Company Separate Financial Statements is the requirement in IAS 27 –Consolidated and Separate Financial Statements. Users of these condensed consolidated interimfinancial statements for the Group should read them together with the separate financial statements

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for Atorka as at and for the period ended 30 September 2006 in order to obtain complete informationon the financial position, results of operations and changes in financial position of Atorka and theGroup. The Separate Interim Financial Statements have been approved and publicy filed at the sametime as these Consolidated Interim Financial Statements.

The Board’s and management of Atorka opinion is that the accounting treatment in the ParentCompany Separate Financial Statements based on IAS 39 gives a clear view of the result and thefinancial postion of Atorka in accordance with the main purpose of Atorka which is private equityinvestments.

The difference in the results for the period 1 January to 30 September 2006 between these reportingentities, i.e. the Consolidated Interim Financial Statements for the Group and the Parent CompanySeparate Interim Financial Statements relate to different measurements of investments in subsidiaries.In the Parent Company Separate Interim Financial Statements the fair value adjustments of theinvestments in subsidiaries are accounted in the income statement together with dividend income fromthe subsidiaries. In these consolidated interim financial statements all subsidiaries are consolidated inaccordance with accounting method as described in note 2.2. The difference in the after tax net resultfor the period can be described as follows:

The Group net profit for the period based on consolidated interim financial statements 128.978Share in (net profit) loss of controlling companies (349.143)Fair value adjustments and dividend income from controlling companies net of tax 5.644.626Other differences 2.640

––––––––––The Parent Company net profit 5.427.101––––––––––These consolidated interim financial statements have been prepared under the historical costconvention, as modified by the revaluation of financial assets (including derivative instruments) at fairvalue through profit or loss.

The preparation of financial statements in accordance with IAS 34 requires the use of certain criticalaccounting estimates. It also requires management to exercise judgment in the process of applyingAtorka’s accounting policies.

2.2 Group accounting

Subsidiaries

Subsidiaries, which are those entities in which the Group has an interest of more than one half of thevoting rights or otherwise has power to govern the financial and operating policies are consolidated.The existence and effect of potential voting rights that are presently exercisable or presentlyconvertible are considered when assessing whether the Group controls another entity. Subsidiaries arefully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.The cost of an acquisition is measured as the fair value of the assets given, equity instruments issuedand liabilities incurred or assumed at the date of exchange, plus costs directly attributable to theacquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a businesscombination are measured initially at their fair values at the acquisition date. The excess of the costof acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recordedas goodwill.

Inter-company transactions, balances and unrealised gains on transactions between group companiesare eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of animpairment of the asset transferred. Accounting policies of subsidiaries have been changed wherenecessary to ensure consistency with the policies adopted by the Group.

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2.3 Segment reporting

A business segment is a group of assets and operations engaged in providing products or services thatare subject to risks and returns that are different from those of other business segments. Ageographical segment is engaged in providing products or services within a particular economicenvironment that are subject to risks and returns that are different from those of segments operatingin other economic environments. Business segments are defined in note 4, but management has notdefined geograpical segments in these interim financial statements.

2.4 Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currencythat best reflects the economic substance of the underlying events and circumstances relevant to thatentity (“the functional currency”). The consolidated financial statements are presented in icelandicKróna (ISK), which is Atorka’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange ratesprevailing at the dates of the transactions. Foreign exchange gains and losses resulting from thesettlement of such transactions and from the translation at the year-end exchange rates of monetaryassets and liabilities denominated in foreign currencies are recognised in the income statement.Foreign exchange gains and losses resulting from the settlement of foreign currency transactions andfrom the translation at year-end exchange rate of monetary assets and liabilities denominated inforeign currencies are recognised in the income statement.

Group companies

The results and financial position of all the group entities (none of which has the currency of ahyperinflationary economy) that have a functional currency different from the presentation currencyare translated into the presentation currency as follows:

(i) assets and liabilities for each balance sheet presented are translated at the closing rate at thedate of that balance sheet;

(ii) income and expenses for each income statement are translated at average exchange rates(unless this average is not a reasonable approximation of the cumulative effect of the ratesprevailing on the transaction dates, in which case income and expenses are translated at thedates of the transactions); and

(iii) all resulting exchange differences are recognised as a separate component of equity(cumulative translation adjustment).

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assetsand liabilities of the foreign entity and translated at the closing rate.

2.5 Non-current assets and disposal groups classified as held for sale

Disposal group represent a subsidiary which is held for sale. Liabilities connected with the disposalgroup are recognised as a special liability on the balance sheet. The presentation and measurement ofthese assets and liabilities are based on IFRS 5, Non-Current Assets Held for Sale and DiscontinuedOperation. Items included unde non-current assets held for sale are recognised at the lower of carryingamount or fair value less cost to sell, taken into account the measurement requirement exception inIFRS 5.

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2.6 Property, plant and equipment

Land and buildings comprise mainly factories and offices. All property, plant and equipment (PPE) isshown at cost less subsequent depreciation and impairment, except for land, which is shown at costless impairment. Cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, asappropriate, only when it is probable that future economic benefits associated with the item will flowto the Group and the cost of the item can be measured reliably. All other repairs and maintenance arecharged to the income statement during the financial period in which they are incurred.

Depreciation on assets is calculated using the straight-line method to allocate the cost of each asset toits residual value over its estimated useful life, as follows:

Land and buildings 20-50 yearsProduction equipment 5-15 yearsOther equipment 3-8 years

Major renovations are depreciated over the remaining useful life of the related asset or to the date ofthe next major renovation, whichever is sooner.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balancesheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’scarrying amount is greater than its estimated recoverable amount (see note 2.8).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These areincluded in the income statement. Borrowing costs are expensed as incurred.

2.7 Intangible assets

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s shareof the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwillis tested annually for impairment and carried at cost less accumulated impairment losses. Gains andlosses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of thosecash-generating units represents the Group’s investment in each country of operation by each primaryreporting segment (note 2.3).

Research and development

Research expenditure is recognised as an expense as incurred. Costs incurred on development projects(relating to the design and testing of new or improved products) are recognised as intangible assetswhen it is probable that the project will be a success, considering its commercial and technologicalfeasibility, and costs can be measured reliably. Other development expenditures are recognised as anexpense as incurred. Development costs previously recognised as an expense are not recognised as anasset in a subsequent period. Development costs that have a finite useful life and that have beencapitalised are amortised from the commencement of the commercial production of the product on astraight-line basis over the period of its expected benefit, not exceeding five years.

Computer software

Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire andbring to use the specific software. These costs are amortised over their estimated useful lives (three tofive years).

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Costs associated with developing or maintaining computer software programmes are recognised as anexpense as incurred. Costs that are directly associated with the production of identifiable and uniquesoftware products controlled by the Group, and that will probably generate economic benefitsexceeding costs beyond one year, are recognised as intangible assets. Direct costs include the softwaredevelopment employee costs and an appropriate portion of relevant overheads.

Other intangible assets

Expenditure to acquire patents, trademarks and licenses is capitalised and amortised using thestraight-line method over their useful lives, but not exceeding 3 years. Intangible assets are notrevalued.

2.8 Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually forimpairment. Assets that are subject to amortisation are reviewed for impairment whenever events orchanges in circumstances indicate that the carrying amount may not be recoverable. An impairmentloss is recognised for the amount by which the asset’s carrying amount exceeds its recoverableamount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value inuse. For the purposes of assessing impairment, assets are grouped at the lowest levels for which thereare separately identifiable cash flows (cash-generating units).

2.9 Investments

The Group classifies its investments in the following categories: loans and receivables and financialassets at fair value through profit or loss. The classification depends on the purpose for which theinvestments were acquired. Management determines the classification of its investments at initialrecognition and re-evaluates this designation at every reporting date.

Financial assets at fair value through profit or loss

This category has two sub-categories: financial assets held for trading and those designated at fairvalue through profit or loss at inception. A financial asset is classified in this category if acquiredprincipally for the purpose of selling in the short term or if so designated by management. Derivativesare also categorized as held for trading. Assets in this category are classified as current assets if theyare either held for trading or are expected to be realized within 12 months of the balance sheet date.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that arenot quoted in an active market and with no intention of trading. They are included in current assets,except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are included in receivables and prepayments in the balance sheet(see note 10).

Purchases and sales of investments are recognized on trade-date – the date on which the Groupcommits to purchase or sell the asset. Investments are initially recognized at fair value plus transactioncosts for all financial assets not carried at fair value through profit or loss. Investments arederecognized when the rights to receive cash flows from the investments have expired or have beentransferred and the Group has transferred substantially all risks and rewards of ownership. Realizedand unrealized gains and losses, arising from changes in the fair value of the financial assets at fairvalue through profit or loss category, are included in the income statement in the period in which theyarise.

The fair values of quoted investments are based on current bid prices. If the market for a financial assetis not active (and for unlisted securities), the Group establishes fair value by using valuationtechniques. These include the use of recent arm’s length transactions, reference to other instruments

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that are substantially the same and discounted cash flow analysis refined to reflect the issuer’s specificcircumstances.

The Group assesses at each balance sheet date whether there is objective evidence that a financialasset or a group of financial assets is impaired.

2.10 Inventories

Inventories are stated at the lower of cost or net realisable value. Cost is determined using the first-in,first-out (FIFO) method. The cost of finished goods and work in process comprises raw materials,direct labour, other direct costs and related production overheads (based on normal operatingcapacity) but excludes borrowing costs. Net realisable value is the estimated selling price in theordinary course of business, less the costs of completion and selling expenses. Costs of inventoriesinclude the transfer from equity of gains/losses on qualifying cash flow hedges relating to inventorypurchases. Provision is raised against slow moving items.

2.11 Construction contracts in progress

Contractual construction in progress are stated at its foreseeable sales price related to its percentageof completeness. Construction in progress are generally drilling and construction works. If a loss onwork in progress is foreseeable it is immediately charged to income.

2.12 Land and building construction

Land and building construction costs are recognised when incurred.

Land, land and building constructions are capitalized at cost. When operational effect of sales of landand building constructions can be estimated specifically, cost and revenue are stated using thepercentage of completion method. Percentage of completion is measured by taking the percentage ofaccrued cost in relation to estimated total cost of each contracted work in progress.

The Group presents as an asset the gross amount due from customers for contract work for allcontracts in progress for which costs incurred plus recognised profits (less recognised losses) exceedsprogress billings.

The Group presents as a liability the gross amount due to customers for contract work for all contractsin progress for which progress billings exceed costs incurred plus recognised profits (less recognisedlosses).

2.13 Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised costusing the effective interest method, less provision for impairment. A provision for impairment of tradereceivables is established when there is objective evidence that the Group will not be able to collectall amounts due according to the original terms of receivables. The amount of the provision is thedifference between the asset’s carrying amount and the present value of estimated future cash flows,discounted at the effective interest rate. The amount of the provision is recognised in the incomestatement.

2.14 Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-termhighly liquid investments with original maturities of three months or less. Bank overdrafts are shownwithin borrowings in current liabilities on the balance sheet.

2.15 Share capital

Ordinary shares are classified as equity.

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Where Atorka or its subsidiaries purchases Atorka’s equity share capital, the consideration paidincluding any attributable incremental external costs net of income taxes is deducted from totalshareholders’ equity as treasury shares until they are cancelled. Where such shares are subsequentlysold or reissued, any consideration received is included in shareholders’ equity.

2.16 Borrowings

Borrowings are recognised initially at fair value. All borrowing costs are expensed when incurred.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defersettlement of the liability for at least 12 months after the balance sheet date.

2.17 Deferred income tax

Deferred income tax is provided in full, using the liability method, on temporary differences arisingbetween the tax bases of assets and liabilities and their carrying amounts in the consolidated financialstatements. However, if the deferred income tax arises from initial recognition of an asset or liabilityin a transaction other than a business combination that at the time of the transaction affects neitheraccounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined usingtax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and areexpected to apply when the related deferred income tax asset is realised or the deferred income taxliability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will beavailable against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries,except where the timing of the reversal of the temporary difference can be controlled and it is probablethat the temporary difference will not reverse in the foreseeable future.

2.18 Employee benefits

Profit sharing and bonus plans

Under some circumstances, a liability for key employee benefits in the form of profit sharing andbonus plans is recognised in other provisions when there is no realistic alternative but to settle theliability and at least the following condition is met:

– there is a formal plan and the amounts to be paid are determined before the time of issuing thefinancial statements.

Liabilities for profit sharing and bonus plans are expected to be settled within 12 months and aremeasured at the amounts expected to be paid when they are settled.

2.19 Revenue recognition

Revenue comprises the invoiced value for the sale of goods and services net of value-added tax,commissions and discounts, and after eliminating sales within the Group. Revenue from the sale ofgoods is recognised when significant risks and rewards of ownership of the goods are transferred tothe buyer. Revenue from sales of goods is based on the stage of completion determined by referenceto work performed to date as a percentage of total work to be performed.

Interest income is recognised on a time proportion basis, taking account of the principal outstandingand the effective rate over the period to maturity. When a receivable is impaired, the Group reducesthe carrying amount to its recoverable amount, being the estimated future cash flow discounted atoriginal effective interest rate of the instrument, and continues unwinding the discount as interestincome. Interest income on impaired loans is recognised either as cash is collected or on a cost-recovery basis as conditions warrant.

Dividends are recognised when the right to receive payment is established.

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2.20 Leases

Leases of property, plant and equipment where the Group has substantially all the risks and rewardsof ownership are classified as finance leases. Finance leases are capitalised at the inception of thelease at the lower of the fair value of the leased property or the present value of the minimum leasepayments. Each lease payment is allocated between the liability and finance charges so as to achievea constant rate on the finance balance outstanding. The corresponding rental obligations, net offinance charges, are included in other long-term payables. The interest element of the finance cost ischarged to the income statement over the lease period so as to produce a constant periodic rate ofinterest on the remaining balance of the liability for each period. The property, plant and equipmentacquired under finance leases are depreciated over the shorter of the useful life of the asset or the leaseterm.

Leases where a significant portion of the risks and rewards of ownership are retained by the lessor areclassified as operating leases. Payments made under operating leases (net of any incentives receivedfrom the lessor) are charged to the income statement on a straight-line basis over the period of thelease.

2.21 Dividend distribution

Dividend distribution to Atorka’s shareholders is recognised as a liability in the Group’s financialstatements in the period in which the dividends are approved by Atorka’s shareholders.

2.22 Share based compensation

Atorka has entered in to share-based contracts with its employees which enable employees, to buyshares in Atorka at market price. Under these contracts the employee has the right to receive, andAtorka the obligation to pay a cash payment representing the shortfall between the market share priceand the strike price according to the contract. These contracts are cash settled share based contractunder IFRS 2. On each reporting date an obligation will be treated as a liability, if the fair value of thestrike price under the contract exceeds the market price, and treated as an employee cost in the incomestatement.

3. Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors,including expectations of future events that are believed to be reasonable under the circumstances. TheGroup makes estimates and assumptions concerning the future. The resulting accounting estimates will, bydefinition, seldom equal the related actual results.

(a) Estimated impairment of goodwill

The Group tests annually whether goodwill has suffered any impairment, in accordance with theaccounting policy stated in Note 2.7. The recoverable amounts of cash-generating units have beendetermined based on value-in-use calculations. These calculations require the use of estimates.

(b) Income taxes

The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required indetermining the worldwide provision for income taxes. There are many transactions and calculationsfor which the ultimate tax determination is uncertain during the ordinary course of business. TheGroup recognises liabilities for anticipated tax audit issues based on estimates of whether additionaltaxes will be due. Where the final tax outcome of these matters is different from the amounts that wereinitially recorded, such differences will impact the income tax and deferred tax provisions in theperiod in which such determination is made.

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(c) Fair value of investments:

The Group reviews the fair value of all investments, including controlling investments, on everyreporting date. The fair value of financial instruments that are not quoted in active markets aredetermined by using valuation techniques. Where valuation techniques (for example, models) are usedto determine fair values, they are validated and periodically reviewed by qualified personnelindependent of the area that created them. All models are certified before they are used, and modelsare calibrated to ensure that outputs reflect actual data and comparative market prices. To the extentpractical, models use only observable data, however areas such as market risk, volatilities andcorrelations require management to make estimates. Changes in assumptions about these factors couldaffect reported fair value of financial instruments.

4. Segment information

Business segments

At 30 September 2006, the Group is organised on a worldwide basis into five main business segments(industries): (1) Financial and investments, (2) Energy and construction industry, (3) Plastic industry (4)Restructuring companies in Plastic industry and (5) Healthcare sector.

The financial and investment segment includes the parent company Atorka Group hf and Líf hf. The energyand construction segment includes Jar∂boranir hf and its subsidiaries.

The plastic industry segment includes Promens hf and its subsidiaries.

The restructuring segment includes Eignarhaldsfélagi∂ Bolar hf, Atorka rá∂gjöf ehf and their subsidiaries.The healthcare segment includes Eignarhaldsfélagi∂ Beta ehf and their subsidiaries.

The segment results for the nine months ended 30 September 2006 are as follows:

Plastic segment Financial Energy and Plastic Restructuring Healthcare

& investm. construction industry companies sector Group

Total operating income 0 4.535.016 8.736.735 2.760.201 7.799.931 23.831.883Operating expenses 732.770 3.599.408 8.173.273 2.861.822 7.537.272 22.904.545

–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––Operating profit (732.770) 935.608 563.462 (101.621) 262.659 927.338Net financial income 112.901 (253.716) (323.940) (77.887) (417.163) (959.805)Net profit of disp. group 249.861Profit (loss) before tax (619.868) 681.892 239.522 (179.509) (154.504) 217.394Income tax expense (88.416)

––––––––––Profit for the period 128.978

––––––––––

Additional information regarding segments other than financial and investment.

Plastic segmentEnergy and Plastic Restructuring Healtcare

construction industry companies sector TotalOperating profit 935.608 563.462 (101.621) 262.659 1.660.107Depreciation/amortisation 219.951 318.723 141.634 36.886 717.194EBITDA 1.155.559 882.185 40.013 299.545 2.377.302Restructuring expenses 0 0 52.959 110.281 163.240Adjusted EBITDA 1.155.559 882.185 92.972 409.826 2.540.542

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The segment assets and liabilities at 30 September 2006 and capital expenditure for the period then endedare as follows:

Plastic segment Financial Energy and Plastic Restructuring Healthcare Elimination/

& investm. construction industry companies sector unallocated

Assets 12.699.856 8.922.812 13.248.649 4.002.815 7.269.322 1.869.634Liabilites 15.681.561 6.342.223 8.680.096 2.840.900 5.777.703 (3.237.190)Thereof interest bearing 14.829.587 4.282.442 6.435.845 1.248.536 3.732.633 (2.827.741)Thereof net interest bearing 14.404.051 3.276.562 5.594.559 970.338 3.107.157 (2.827.741)Capital expenditure 12.845 1.410.223 354.737 97.759 69.195 0

In April 2006 Promens hf, Atorka’s subsidiary, acquired Elkhart Plastics Inc which runs four factories in theUSA. Elkhart Plastics Inc. is included in the Plastic industry segment from end of April 2006.

5. Income tax expense

YTD 2006

Current tax 157.116Deferred tax (68.701)

––––––––––88.416––––––––––

6. Earnings per share

Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weightedaverage number of outstanding shares in issue during the period, excluding ordinary shares purchased byAtorka and held as treasury shares.

YTD 2006

Net profit attributable to shareholders 121.470Weighted average number of outstanding shares in issue 2.918.584Basic and diluted earnings per share 0,04

7. Business combination

In January 2006 the Group acquired 100 per cent. of the share capital of Jar∂boranir. The acquired businesscontributed revenues of ISK 4.542.822 thousand and net profit of ISK 542.123 thousand to the Group for theperiod from January 2006 to September 2006.

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8. Subsidiaries

At the period-end Atorka owned the following subsidiaries that are all included in the consolidation.

Name of subsidiary Location Ownership Principal activity

Atorka rá∂gjöf ehf Iceland 100% Holding companyBonar Plastics France SAS France 100% Holding company

Bonar Plastics France Nord France 100% Operating companyBonar Plastics France Est. France 100% Operating companyBonar Plastics France Quest France 100% Operating company

Eignarhaldsfélagi∂ Beta ehf Iceland 100% Holding companyA. Karlsson Iceland 100% Operating company

Besta ehf Iceland 100% Operating companyUAB Ilsanta Latvia 100% Operating company

Icepharma hr Iceland 100% Operating companyParlogis hf Iceland 100% Operating company

Jar∂boranir hf Iceland 100% Operating companyBjörgun ehf Iceland 100% Operating companyBjörgun og Bygg sf Iceland 100% Operating companyByggingarfélagi∂ Hús ehf Iceland 100% Operating companyIceland drilling UK ltd. UK 100% Operating companySæ∂ór ehf. Iceland 100% Operating company

Líf hf Iceland 100% Holding companyPromens hf Iceland 94% Holding company

Promens International Holland 100% Holding companyBonar Plastics USA Holdings Inc. USA 100% Holding company

Bonar Plastics Inc. USA 100% Operating companyBonar Plastics Industries Inc. USA 100% No activityBonar Plastics Floors Inc. USA 100% No activityBonar Plastics Products Inc. USA 100% No activityBonar Plastics Packaging Inc. USA 100% No activityBonar Plastics Systems Inc. USA 100% No activity

Bonar Beheer BV Holland 100% Operating companyPlasti-Ned Holland 100% Operating companyBonar Plastics Corp. Canada 100% Operating companySæplast Canada Canada 100% Operating companyPromens Germany Gmbh Germany 100% Holding company

Bonar Plastics Gmbh Germany 100% Operating companyBonar Plastics Unterstutzung Germany 100% Holding company

Bonar Plastics As Denmark 100% Operating companyBonar Plastics Polska Polland 100% Operating companyBonar Plastics Houdsterm. Holland 100% No activityBonar Plastics Spain SA Spain 100% Operating company

Sæplast Asia Hong Kong 100% Operating companySæplast Dalvík hf Iceland 100% Operating companySæplast India India 79% Operating companySæplast UK UK 100% Operating companyTempra hf Iceland 100% Operating companyTempra Fjar∂arbygg∂ ehf Iceland 100% Operating companyTæknimenn hf Iceland 100% Holding company

Sæplast Iberia Spain 100% Operating companyEignarhaldsfélagi∂ Bolar hf Iceland 100% Holding company

Sæplast Alesund Norway 100% Operating companySæplast Norway Norway 100% Operating company

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9. Transition to IFRS

9.1 Basis of transition to IFRS

9.1.1 Application of IFRS 1

The Group’s financial statements for the year ended 31 December 2006 will be the first annualfinancial statements that comply with IFRS. These interim financial statements have beenprepared as described in note 2.1. The Group has applied IFRS 1 in preparing theseconsolidated interim financial statements.

The Group’s transition date is 1 January 2005. The Group prepared its opening IFRS balancesheet at that date. The reporting date of these interim consolidated financial statements is 30September 2006. The Group’s IFRS adoption date is 1 January 2006.

In preparing these interim consolidated financial statements in accordance with IFRS 1, theGroup has applied the mandatory exceptions and certain of the optional exemptions from fullretrospective application of IFRS.

9.1.2 Exemptions from full retrospective application – elected by the Group

The Group has elected to apply the following optional exemptions from full retrospectiveapplication.

(a) Business combinations exemption

The Group has applied the business combinations exemption in IFRS 1. It has notrestated business combinations that took place prior to the 1 January 2005 transitiondate.

(b) Fair value as deemed cost exemption The Group has elected to measure certain items ofproperty, plant and equipment at fair value as at 1 January 2005.

9.1.3 Exceptions from full retrospective application followed by the Group

The Group has applied the following mandatory exceptions from retrospective application.

(a) Derecognition of financial assets and liabilities exception

Financial assets and liabilities derecognised before 1 January 2005 are not re-recognisedunder IFRS. The application of the exemption from restating comparatives for IAS 32and IAS 39 means that the Group recognised from 1 January 2006 any financial assetsand financial liabilities derecognised since 1 January 2005 that do not meet the IAS 39derecognition criteria. Management did not chose to apply the IAS 39 derecognitioncriteria to an earlier date.

Estimates exception

Estimates under IFRS at 1 January 2005 should be consistent with estimates made for the samedate under previous GAAP, unless there is evidence that those estimates were in error.

Explanation of the effect of the transition to IFRS

Due to transition to IFRS the following areas in the financial statements will particularly affectthe income statement and balance sheet of the Group:

Development expenses

In accordance with IAS 38, companies in the Group that conduct research and development arerequired to capitalise those expenses that can be attributed to products that fulfil specificrequirements and are likely to return future income. The Group has charged almost all researchand development expenses.

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Goodwill

With the implementation of IFRS, goodwill will no longer be amortised systematically.Instead, an impairment test will be used for evaluation, and goodwill amortised if determinednecessary. Previously recognized badwill that was deducted from goodwill in the year end 2005was recognized as an increase in equity in the year 2005 in accordance with IFRS 3.

Depreciation of fixed assets

Methods for depreciating properties, plants and equipment have changed in that they aredepreciated during their estimated lifetime/service life down to their residual value. Thedepreciation base will therefore be the difference between the purchase price and the estimatedresidual value, instead of purchase price in most cases.

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PART VII

ADDITIONAL INFORMATION

1. INCORPORATION AND STATUS OF THE COMPANY

1.1 The Company was incorporated in England and Wales as a public company with limited liabilityunder the Act on 8 December 2004 under the name of Caledonian Assets plc and with registerednumber 5308244. On 13 December 2004, the Company changed its name to InterBulk Investmentsplc. On 20 December 2004, the Company obtained a certificate pursuant to section 117 of the Actentitling it to trade and to do business.

1.2 The liability of the members of the Company is limited.

1.3 The Company’s telephone number is 01355 575000.

2. SHARE CAPITAL OF THE COMPANY

2.1 The Company was incorporated with an authorised share capital of £5,000,000 divided into500,000,000 Ordinary Shares of 1 pence each, of which two were issued to the subscribers.

2.2 The authorised and issued share capital of the Company as at the date of this Document is as follows:

Authorised Share Capital Issued and Fully Paid Share CapitalNo. of No. of

Amount (£) Ordinary Shares Amount (£) Ordinary Shares

20,000,000 200,000,000 9,789,204.10 97,892,041

2.3 Following implementation of the Proposals and Admission, the authorised and issued share capital ofthe Company is expected to be as follows (assuming the Placing is fully subscribed, that theConsideration Shares are issued in full and that none of the Existing Warrants, Proposed Warrants orOptions is exercised and none of the Earn Out Shares are issued):

Authorised Share Capital Issued and Fully Paid Share CapitalNo. of No. of

Amount (£) Ordinary Shares Amount (£) Ordinary Shares

40,000,000 400,000,000 30,289,204.10 302,892,041

Following implementation of the Proposals and Admission (on the assumption that the Placing is fullysubscribed, that the Consideration Shares are issued in full, that the maximum number of Earn OutShares have been issued and that all of the Options, Existing Warrants and Proposed Warrants havebeen exercised), the authorised and issued share capital of the Company is expected to be as follows:

Authorised Share Capital Issued and Fully Paid Share CapitalNo. of No. of

Amount (£) Ordinary Shares Amount (£) Ordinary Shares

40,000,000 400,000,000 33,637,457.60 336,374,576

2.4 Since incorporation, the following changes have been made to the issued and fully paid share capitalof the Company:

2.4.1 from 17 December to 20 December 2004, a total of 29,999,998 Ordinary Shares of 1p (“FormerOrdinary Shares”) were issued; 24,999,998 to Griffin Securities (UK) Limited (now renamedGriffin Corporate Finance Limited) and 5,000,000 to Pershing Keen Nominees Limited, all ata price of 1 pence per share;

2.4.2 on 31 December 2004, 26,666,666 Former Ordinary Shares were issued to Pershing KeenNominees Limited at a price of 3 pence per share;

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2.4.3 on 16 March 2005, 463,888 Former Ordinary Shares were issued to a number of investors at aprice of 4.5 pence per share;

2.4.4 on 16 March 2005, 680,000 Former Ordinary Shares were issued to a number of investors at aprice of 5 pence per share;

2.4.5 on 16 March 2005, 1,000,000 Former Ordinary Shares were issued to Pershing Keen NomineesLimited at a price of 3 pence per share pursuant to the exercise of certain Existing Warrants;

2.4.6 on 19 May 2005, 18,750,000 Former Ordinary Shares were issued to Pershing Keen NomineesLimited at a price of 4 pence per share;

2.4.7 on 30 June 2005, 5,000,000 Former Ordinary Shares were issued to Pershing Keen NomineesLimited at a price of 4 pence per share;

2.4.8 on 19 August 2005, 1,659,938 Former Ordinary Shares were issued to Pacific ContinentalSecurities (UK) Nominees Limited at a price of 2.9 pence per share;

2.4.9 on 2 September 2005, 7,200,000 Former Ordinary Shares were issued; 3,700,000 to PacificContinental Securities (UK) Nominees Limited and 3,500,000 to Pershing Keen NomineesLimited, all at a price of 3 pence per share;

2.4.10 on 2 February 2006, 8 Former Ordinary Shares were issued to William J Thomson at a price of2 pence per share;

2.4.11 on 24 February 2006, the Former Ordinary Shares of 1p each in the capital of the Company(issued and unissued) were consolidated into Ordinary Shares of 10p in the ratio of 10 sharesof 1p for every 1 share of 10p;

2.4.12 on 28 February 2006, 72,500,000 Ordinary Shares were issued to Panmure Gordon (UK)Limited (on behalf of placees) at a price of 20 pence per share; and

2.4.13 on 28 February 2006, 16,249,991 Ordinary Shares were issued to the former shareholders ofInBulk as (part) consideration for the acquisition by the Company of InBulk.

2.5 Save as disclosed in paragraph 2.4, above, there has been no change in the amount of the issued shareor loan capital of the Company since the incorporation of the Company.

2.6 If passed, the Acquisition Resolution will provide as follows, in relation to share capital:

2.6.1 the authorised share capital of the Company will be increased from £20,000,000 to£40,000,000 by the creation of an additional 200,000,000 new Ordinary Shares;

2.6.2 the Directors will be generally and unconditionally authorised pursuant to section 80 of the Act(and in substitution for any existing power to allot relevant securities) to exercise all the powersof the Company to allot relevant securities (as defined in subsection 80(2) of the Act) up to amaximum nominal amount of £33,944,654 during the period commencing on the date of thepassing of the Acquisition Resolution and expiring five years from the date of the passing ofthe Acquisition Resolution, but so that the authority will allow the Company to make, beforethe expiry of the authority, offers or agreements which would or might require relevantsecurities to be allotted after such expiry, and notwithstanding such expiry the Directors mayallot relevant securities in pursuance of such offers or agreements; and

2.6.3 the Directors will be empowered pursuant to section 95 of the Act to allot equity securities (asdefined in section 94 of the Act) pursuant to the authority given in accordance with section 80of the Act by the resolution, as if subsection 89(1) of the Act did not apply to any suchallotment, provided that this power will be limited to the allotment or transfer of equitysecurities:

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(a) in connection with a rights issue to shareholders in proportion (as nearly as may be) totheir respective holdings or in accordance with the rights attached thereto;

(b) pursuant to the terms of any share option scheme adopted by the Company and anyshares acquired or held by the Company in treasury may be transferred in satisfaction ofthe exercise of options under any such share option scheme;

(c) pursuant to the Existing Warrants and the Proposed Warrants;

(d) in connection with the Placing;

(e) (otherwise than pursuant to sub-paragraphs (a), (b), (c) and (d), above) up to anaggregate nominal amount of £1,514,460,

and will expire at the conclusion of the Annual General Meeting of the Company in 2008 or,if earlier, on the date falling 15 months after the date of the passing of the AcquisitionResolution, except that the Company may before such expiry make offers or agreements whichwould or might require equity securities to be allotted after such expiry and notwithstandingsuch expiry the Directors may allot equity securities in pursuance of such offers or agreementsand all authorities previously conferred under section 95 of the Act will be revoked, providedthat such revocation will not have retrospective effect.

2.7 The proposed issue of Placing Shares pursuant to the Placing and Consideration Shares pursuant tothe Acquisition and grant of the Proposed Warrants pursuant to the Acquisition will, subject to thepassing of the Acquisition Resolution, be carried out by virtue of the authorities contained therein.

2.8 The provisions of section 89 of the Act (which confer on shareholders rights of pre-emption in respectof the allotment of equity securities which are paid up in cash) apply to the authorised but unissuedshare capital of the Company, except to the extent disapplied by the Acquisition Resolution referredto in paragraph 2.6 above.

2.9 The Placing Shares and Consideration Shares in issue following Admission will rank pari passu in allrespects with all other Ordinary Shares then in issue, including the right to receive all dividends andother distributions declared, made or paid on the Enlarged Share Capital after Admission. The EarnOut Shares if and when issued will rank pari passu in all respects with all other Ordinary Shares thenin issue, including the right to receive all dividends and other distributions declared, made or paid onthe Ordinary Shares after issue of the Earn Out Shares. The Ordinary Shares to be issued on exerciseof the Existing Warrants and the Proposed Warrants will rank, if and when issued, pari passu in allrespects with all other Ordinary Shares then in issue, including the right to receive all dividends andother distributions declared, made or paid on the Ordinary Shares after the issue of such shares.

2.10 The Company does not have in issue any securities not representing share capital.

2.11 The Articles permit the Company to issue shares in uncertificated form. Application has been madefor the Enlarged Share Capital to be admitted to CREST on Admission.

2.12 The Company has issued the Options, details of which are as follows:

2.12.1 As at the date of this Document the following options were outstanding under the UnapprovedOption Scheme to certain directors of the Company. The options may not be exercised for threeyears from the date of their grant and are subject to certain performance targets.

Number ofOrdinary Shares Exercise

Name under Option Price Grant Date Lapse

Koert van Wissen 978,920 20p 12 October 2006 12 October 2016Roel Molenaar 978,920 20p 12 October 2006 12 October 2016Bill Thomson 587,352 20p 12 October 2006 12 October 2016Scott Cunningham 587,352 20p 12 October 2006 12 October 2016

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2.12.2 Further information regarding the Unapproved Option Scheme is set out in paragraph 8 of thisPart VII.

2.13 The Company has issued certain Existing Warrants, details of which are as follows:

2.13.1 The following Existing Warrants in relation to the capital of the Company are outstanding atthe date of this Document:

Number of Ordinary Shares Exercise

Name under Warrant Price Exercisable From Final Exercise Date

Griffin CorporateFinance Limited 137,500 30p 30 December 2004 30 December 2007

Halewood InternationalFutures Limited 550,000 30p 30 December 2004 30 December 2007

Seymour Pierce Ellis 100,000 30p 30 December 2004 30 December 2007Vincent Nicholls 137,500 30p 7 January 2005 30 December 2007Global Investments Limited 175,000 30p 7 January 2005 30 December 2007

2.13.2 Further information regarding the warrant instrument pursuant to which the Existing Warrantswere created is set out in paragraph 7.1 of this Part VII of this Document.

2.14 Pursuant to the agreement relating to the acquisition by InterBulk of InBulk (as described inparagraph 12.3.3 of this Part VII) part of the consideration for the acquisition of InBulk involved,subject to the satisfaction of certain conditions, the issue of the Earn Out Shares, being a maximumof 19,249,991 Ordinary Shares in the capital of InterBulk. Details of that arrangement are set out inparagraph 12.3.3 of this Part VII.

2.15 Save as disclosed in this Document, no share or loan capital of the Company is proposed to be issuedor under option, or is agreed conditionally or unconditionally to be put under option, nor are there anyoutstanding convertible securities, exchangeable securities or securities with warrants issued by theCompany. Summaries of the terms of the Existing Warrants, the Proposed Warrants and theUnapproved Option Scheme are set out in paragraphs 7 and 8 respectively of this Part VII of thisDocument.

3. DIRECTORS’ AND OTHER INTERESTS

3.1 Share capital

3.1.1 The interests of the Directors and any member of their respective families and of personsconnected with them (within the meaning of section 346 of the Act) in the issued share capitalof the Company as at the date of this Document which have been notified to the Companypursuant to sections 324 or 328 of the Act and are required to be entered in the Company’sstatutory register maintained pursuant to section 325 of the Act (or could, with reasonablediligence, be ascertained by the Directors) currently and as they are expected to be immediatelyfollowing the implementation of the Proposals and Admission, are as follows:

Following implementationof the Proposals

Number of Percentage Percentage Percentage Existing of Existing Number of of Enlarged of Further

Ordinary Share New Ordinary Share Enlarged Name Shares Capital Shares Capital Share Capital

Bill Thomson 2,939,988 3.00 965,410 1.29 1.16Jim McColl 8,136,726 8.31 2,774,935 3.60 3.24Scott Cunningham 121,511 0.12 121,511 0.04 0.04Koert van Wissen 1,217,500 1.24 1,217,500 0.40 0.36Roel Molenaar 1,217,500 1.24 1,217,500 0.40 0.36

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Bill Thomson and Jim McColl have financing arrangements with the Bank of Scotland inrespect of their proposed subscriptions. It is intended that the Ordinary Shares which are issuedto the individuals in connection with the Placing be used as security for these financingarrangements.

3.1.2 Save as disclosed in paragraphs 3.1.1 and 2.13, above, and paragraphs 3.1.3 and 3.7 below,immediately following implementation of the Proposals and Admission, no Director nor anymember of their respective families, nor any person connected with them within the meaningof section 346 of the Act, is expected to have any interest in any share capital of the Company.

3.1.3 Koert van Wissen, Roel Molenaar, Bill Thomson and Scott Cunningham have been granted theoptions described in paragraph 2.12 of this Part VII. Jim McColl, Bill Thomson and ScottCunningham, as certain of the former shareholders of InBulk, may, subject to satisfaction ofcertain conditions, be entitled to be issued with certain of the Earn Out Shares, the exactamount depending upon the performance of the business of InterBulk all as described inparagraph 12.3.3 of this Part VII.

3.1.4 Save for the Acquisition and as otherwise disclosed in paragraph 9 of Part I of this Documentand paragraph 3.10 of this Part VII of this Document, none of the Directors has or has had anyinterest, whether direct or indirect, in any transaction effected by the Company since itsincorporation which is or was unusual in its nature or conditions or which is or was significantto the business of the Company taken as a whole and which was effected by the Company andremains in any respect outstanding or unperformed.

3.2 Directors’ and Other Interests

The Directors currently hold (in addition to their directorships of the Company) the followingdirectorships or are partners in the following partnerships and have held the following directorshipsand have been partners in the following partnerships within the five years prior to the date of thisDocument:

Existing DirectorsName of Director Current Directorships and Partnerships Past Directorships and Partnerships

CleanCut Technologies LimitedDrill Cuttings LimitedClyde Bergemann (Malaysia) Sdn BhdClyde Bergemann Forest SAClyde Bergemann US Holdings, Inc.Clyde Materials Handling LimitedMacawber Beekay Private Limited

BPE-Clyde Pte LtdCleanCat Technologies LimitedClyde Bergemann Energy &

Environmental Technology (Beijing)Co. Ltd

Clyde Bergemann Huatong MaterialsHandling Company Limited

Clyde Blowers LimitedClyde Materials Handling (China)

LimitedClyde Materials Handling Technology

(Beijing) Co LtdClyde Process Solutions plcCMH Support Services LimitedInBulk Technologies LimitedRedwood Capital Partners 1 LLPShanghai Clyde Bergemann

Machinery Company LimitedMacrocom (370) LimitedUnited Transport Tankcontainers

Holdings BVPony Bidco Limited

William JohnThomson (in thisPart VII “BillThomson”)

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Existing DirectorsName of Director Current Directorships and Partnerships Past Directorships and Partnerships

Drill Cuttings LimitedCleanCat Technologies LimitedRedwood Capital Partners 1 LLPUnited Transport TankcontainersHoldings BV

Scott ThomasCunningham (inthis Part VII “ScottCunningham”)

United Transport Europe LimitedBailee Freight Services LimitedInternational Tank Container

Organisation

CleanCat Technologies LimitedUnited Transport Tankcontainers

Holdings BVUnited Transport Tankcontainers BVUnited Transport Tankcontainers

Holdings LimitedUnited Transport Tankcontainers

LimitedIBT LtdUnited Transport Tankcontainers

Holdings ABUnited Transport Tankcontainers, Inc.-

Jacobus CornelisJosef van Wissen(in this Part VII“Koert vanWissen”)

IFF LtdIFF BVBailee Freight Services LimitedUnited Transport Europe Limited

CleanCat Technologies LimitedUnited Transport Tankcontainers

Holdings BVUnited Transport Tankcontainers BVUnited Transport Tankcontainers

Holdings LimitedUnited Transport Tankcontainers

LimitedIBT LimitedUnited Transport Tankcontainers

Holdings ABUnited Transport Tankcontainers ABUnited Transport Tankcontainers, Inc.UTT PteUnited Transport Tankcontainers SASUnited Transport Tankcontainers

GmbH

Roelof Molenaar(in this Part VII“Roel Molenaar”)

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Existing DirectorsName of Director Current Directorships and Partnerships Past Directorships and Partnerships

Caledonian Energy InternationalLimited

CleanCut Technologies LimitedDrill Cuttings LimitedEBT 999 LimitedExpert Medical Opinions LimitedFirst Call (Scotland) LimitedInternational Telemedicine LimitedJDR Cable Systems (Holdings)

LimitedScottish Medicine LimitedTheFirstCall LimitedScottish North American Business

CouncilImpact Holdings (UK) plcClyde Materials Handling Limited

BPE-Clyde Pte LtdCleanCat Technologies LimitedClyde Bergemann (Malaysia) Sdn BhdClyde Bergemann Forest SAClyde Bergemann Asia LimitedClyde Bergemann China Holdings

LimitedClyde Bergemann International

Holdings LimitedClyde Bergemann Investments

LimitedClyde Bergemann LimitedClyde Bergemann Materials Handling

LimitedClyde Bergemann Pension (Trustees)

LimitedClyde Bergemann Power GroupClyde Bergemann Power Group

International LimitedClyde Bergemann Power Group US

LimitedClyde Bergemann US Holdings, Inc.Clyde Bergemann US, Inc.Clyde Blowers LimitedClyde Blowers Pension (Trustees)

LimitedClyde Materials Handling (China)

LimitedClyde Materials Handling, Inc.Clyde Materials Handling Singapore

Pte LtdClyde Process Solutions plcCMH Holdings LimitedCMH Support Services LimitedForest Espanola SAInBulk Technologies LimitedRedwood Capital Partners 1 LLPBystone Capital LimitedCaledonian Holdings LimitedClyde Bergemann US Holdings

LimitedMacrocom (370) LimitedRedwood Group Share Plan (Trustees)

LimitedScottish Enterprise GlasgowThe Entrepreneurial Exchange

LimitedPony Bidco Limited

James AllanMcColl (in thisPart VII “JimMcColl”)

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Existing DirectorsName of Director Current Directorships and Partnerships Past Directorships and Partnerships

Eric Van der Werff None None

3.3 Jim McColl was invited by 3i in May 1988 to assume the chairmanship of Ideal Timber ProductsLimited and subsequently, upon refinancing of that company, Ideal Furniture Products Limited. Thebusiness and assets of Ideal Furniture Products Limited were acquired by Ideal Furniture EnterprisesLimited, of which Jim McColl was a consultant and non-executive chairman. Ideal FurnitureEnterprises Limited went into administrative receivership on 10 July 1992. Graeme Bissett was adirector of Incline Global Technology Services Limited from 29 November 2004 until his resignationin 12 September 2005. Incline Global Technology Services Limited went into administration on 7September 2005.

3.4 Save as disclosed in paragraph 3.3 above, none of the Directors has:

3.4.1 any unspent convictions in relation to indictable offences;

3.4.2 had any bankruptcy order made against him or entered into any voluntary arrangements;

3.4.3 been a director of a company which has been placed in receivership, compulsory liquidation,creditors’ voluntary liquidation, administration, been subject to a voluntary arrangement or anycomposition or arrangement with its creditors generally or any class of its creditors whilst hewas a director of that company or within the 12 months after he ceased to be a director of thatcompany;

3.4.4 been a partner in any partnership which has been placed in compulsory liquidation,administration or been the subject of a partnership voluntary arrangement whilst he was apartner in that partnership or within the 12 months after he ceased to be a partner in thatpartnership nor during that time have the assets of any such partnership been the subject of areceivership;

3.4.5 been the owner of any asset which has been the subject of a receivership whilst he was theowner of it;

3.4.6 been publicly criticised by any statutory or regulatory authority (including recognisedprofessional bodies); or

3.4.7 been disqualified by a court from acting as a director of any company or from acting in themanagement or conduct of the affairs of a company.

Incline Global Technology ServicesLimited (in Administration)

The Belhaven Group LimitedKew Design Limited123 St Vincent (2) Limited123 St Vincent LimitedDamovo Corporate Services LimitedDamovo UK Finance II LimitedDamovo UK Limited

Realizzare LimitedBlack Circles Holdings LimitedMacFarlane Group PlcEdinburgh Business SchoolVermilion Holdings LimitedFieldnorth Partners LLP

Graeme Bissett

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3.5 Directors’ Service Agreements

The following are details of current service agreements and letters of appointment in relation to theDirectors:

Name of Executive Director Commencement Date Notice Period Salary/Fees

Bill Thomson 28 February 2006 Three months £118,200(1)

Koert van Wissen 28 February 2006 Six months for the A216,000(2)

Company and threemonths for the employee

Roel Molenaar 28 February 2006 Six months for the A216,000(2)

Company and threemonths for the employee

Scott Cunningham 28 February 2006 Three months £52,583(1)

Jim McColl 28 February 2006 Three months £23,504(1)

Graeme Bissett 1 August 2006 One month £20,000

Eric Van Der Werff 1 August 2006 One month £15,000

(1) The services of Bill Thomson, Scott Cunningham and Jim McColl are provided to InterBulk by Clyde Blowerspursuant to the services agreement between the Company and Clyde Blowers, details of which are set out inparagraph 12.5.1 of this Part VII of this Document. Under that services agreement, the fees payable in respect of theservices of the foregoing executives are payable to Clyde Blowers and not to the individuals concerned.

(2) The employing company for each of Roel Molenaar and Koert van Wissen is UTT. Their service agreements refer tothe duties and responsibilities that these individuals have by virtue of becoming directors of the Company. RoelMolenaar and Koert van Wissen’s service agreements each contain a provision entitling the executive to acompensation payment on termination of their contract (other than in the circumstances set out below) equal to oneyear’s salary, payable in monthly instalments over a period of one year following termination. The compensationpayment is intended to compensate the executive for the effect of the restrictive covenants contained in his serviceagreement and is payable provided the executive continues to comply with the restrictive covenants. UTT can electto release the executive from the relevant restrictive covenants on two months’ written notice, in which case no furthercompensation payments are due following the expiry of the two month period. The compensation payment is notpayable to the executive if the executive’s service agreement is terminated as a result of an “urgent cause” or amaterial breach by the executive. At an exchange rate of A1.48:£1, A216,000 equates to £145,533 and this is thesterling figure included in the calculations in paragraph 3.8 below.

3.6 Save as disclosed in paragraph 3.5 of this Part VII of this Document, no Director has a serviceagreement with the Company that has been entered into or varied within six months prior to the dateof this Document or which is a contract expiring or determinable by the Company without paymentof compensation (other than statutory compensation) after more than one year.

3.7 Save for any payments to the Directors on termination in lieu of notice and otherwise than set out inparagraph 3.5 of this Part VII of this Document, above, no benefits on termination are payable by theCompany.

3.8 The aggregate remuneration and benefits in kind paid by the Company to the Directors in the periodof 12 months prior to 15 March 2007 (being the latest practicable date prior to the publication of thisdocument) (which remuneration and benefits in kind in the case of Bill Thomson, Scott Cunninghamand Jim McColl form part of the fees payable to Clyde Blowers) is £505,769. Also paid in that periodwas a deal fee of £275,000 paid to Clyde Blowers on admission of shares issued in consideration ofthe InBulk and UTT acquisitions, referred to in paragraph 12.3 of this Part VII of this Document. Inthe same period £578,059 in aggregate was paid by the Company and InBulk in respect of theprovision of certain facilities pursuant to the services agreements referred to in paragraph 3.10.2below (which sum includes the element of the fees representing remuneration and benefits of BillThomson, Scott Cunningham and Jim McColl referred to in paragraph 3.5 above). Followingcompletion of the Acquisition there will be paid an additional services payment to Clyde Blowers of£364,000 (plus VAT) in respect of the Acquisition, details of which are set out in paragraph 12.1.7 ofthis Part VII. It is estimated that under the arrangements currently in force, details of which are set out

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in paragraph 3.5 the aggregate remuneration and benefits in kind to be paid to the Directors for thefinancial period ending 30 September 2007 will be approximately £520,353 (plus the additionalservices payment payable to Clyde Blowers on Admission referred to in paragraph 12.1.7 of this PartVII). Also to be paid by the Company and InBulk in respect of the financial period ending 30September 2007 is £446,700 (plus VAT and expenses) in respect of the provision of certain facilitiespursuant to the services agreements referred to in paragraph 3.10.2 below. The aggregateremuneration and benefits in kind paid to the Directors (details of which are set out in paragraph 3.5above) for the financial period ending 30 September 2006 was £319,000 (including amounts paid toClyde Blowers in respect of Bill Thomson, Scott Cunningham and Jim McColl).

3.9 Loans

There are no outstanding loans made by the Company, nor has any guarantee been provided by theCompany to, or for the benefit of, any Director.

3.10 Related party and interested party transactions

3.10.1 Bill Thomson and Jim McColl are directors and shareholders of Clyde Blowers. An additionalservices payment of £364,000 (plus VAT) is payable to Clyde Blowers following Admission.Details of the engagement letter pursuant to which this additional services payment willbecome payable are set out in paragraph 12.1.7 of this Part VII of this Document.

3.10.2 The Company is a party to the services agreements with Clyde Blowers, details of which areset out in paragraphs 12.5.1 and 12.5.3 of this Part VII of this Document whereby certainservices are provided to the Company (and its subsidiaries). InBulk is a party to a servicesagreement with each of Clyde Blowers and CMH, details of which are set out in paragraphs12.5.2 and 12.5.4 of this Part VII of this Document respectively, whereby certain services areprovided to InBulk. As disclosed, in paragraph 3.10.1 of this Part VII, Bill Thomson is adirector and shareholder of Clyde Blowers and Jim McColl is a director and shareholder ofClyde Blowers.

4. SUBSTANTIAL SHAREHOLDERS

4.1 In addition to the interests of the Directors disclosed in paragraphs 3.1 and 3.2, above, insofar as isknown to the Company and the Directors, as at 15 March 2007 (being the latest practicable date priorto the publication of this Document), the following persons have a notifiable interest (within themeaning of Chapter 5 of the Disclosure and Transparency Rules), directly or indirectly, in OrdinaryShares (being the only shares in the capital of the Company carrying voting rights) which,immediately following Admission, would amount to three per cent. or more of the total voting rightsin the Enlarged Share Capital of the Company:

No. of OrdinaryShares of

10 pence each % of Furtherfollowing % of Enlarged Enlarged

Name Admission Share Capital Share Capital

Atorka Group hf 123,537,500 40.79% 36.73%Close Private Equity Limited 65,000,000 21.45% 19.32%Groupe Norbert Dentressangle SA 20,000,000 6.60% 5.95%

The figures relating to the percentage of Enlarged Share Capital are based on the assumption thatinvestors with three per cent. or more of the total voting rights in the England Share Capital of theCompany (other than Atorka, Jim McColl and Bill Thomson) as at the latest practicable date prior tothe publication of this Document choose not to subscribe under the Placing.

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4.2 Save as disclosed in paragraphs 2.12, 3.1 and 4.1 of this Part VII of this Document, the Company isnot aware of any person who will have, immediately following Admission, a notifiable interest,directly or indirectly, in Ordinary Shares (being the only shares in the capital of the Company carryingvoting rights) which amount to three per cent. or more of the total voting rights in the Enlarged ShareCapital of the Company or who could, directly or indirectly, jointly or severally, exercise control overthe Company.

4.3 The Ordinary Shares held by the Shareholders set out in paragraph 4.1, above, rank pari passu withall other Ordinary Shares and, in particular, have no different voting rights than other existingShareholders.

4.4 Other than as disclosed at paragraph 4.1, above, the Directors are not aware of any persons who,directly or indirectly, jointly or severally, exercise, or could exercise, control over the Company.

5. MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY

The memorandum of association of the Company provides that its principal object is to carry on business asa general commercial company. Its objects are set out in full in clause 4 of its memorandum of association.

The Articles include provisions to the following effect:

5.1 Votes of Members

Subject to any rights or restrictions attached to any shares, on a show of hands every member who(being an individual) is present in person or (being a corporation) is present by a duly authorisedrepresentative, not himself being a member entitled to vote, shall have one vote and on a poll everymember present in person or by proxy shall have one vote for every share held by him. In the case ofjoint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shallbe accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names of the holders stand in the register. A member entitledto more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the sameway. No member shall be entitled to vote at any general meeting or at any separate meeting of theholders of any class of shares in the Company, either in person or by proxy, in respect of any shareheld by him unless all monies presently payable by him in respect of that share have been paid.

5.2 Alteration of Share Capital

The Company may by ordinary resolution:

5.2.1 increase its share capital as the resolution shall prescribe;

5.2.2 consolidate and divide all or any of its shares into shares of larger amount;

5.2.3 subject to the provisions of the Act sub-divide all or any of its shares into shares of smalleramount and attach varying rights to the shares resulting from such sub-division; and

5.2.4 cancel any shares which at the date of the passing of the resolution have not been taken oragreed to be taken by any person and diminish the amount of its share capital by the amount ofthe shares so cancelled.

The Company may by special resolution reduce its share capital, any capital redemption reserve andany share premium account in any way, subject to the provisions of the Act.

5.3 Variation of Rights

Subject to the provisions of the Act, all or any of the special rights attached to any class of issuedshares may (unless otherwise provided by the terms of issue of the shares of that class) be varied orabrogated either with the consent in writing of the holders of three-quarters in nominal value of theissued shares of that class or with the sanction of an extraordinary resolution passed at a separate

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general meeting of such holders (but not otherwise). At every such separate general meeting thenecessary quorum shall be not less than two persons holding or representing by proxy not less thanone third in nominal amount of the issued shares of the class. At any adjourned meeting of suchholders, one holder who is present in person or by proxy, whatever the amount of his holding, shallbe deemed to constitute a meeting.

5.4 Purchase of Own Shares

Subject to the provisions of the Act and to the sanction by an extraordinary resolution passed at aseparate class meeting of the holders of any convertible shares, the Company may purchase any of itsown shares of any class (including redeemable shares) at any price and any such shares to be sopurchased may be selected in any manner whatsoever.

5.5 Transfer of Shares

Any member may transfer all or any of his shares. Save where any rules or regulations made underthe Act permit otherwise, the instrument of transfer of a share shall be in any usual form or in anyother form which the board of directors of the Company may approve and shall be executed by or onbehalf of the transferor and (in the case of a share which is not fully paid) by or on behalf of thetransferee. The board may in its absolute discretion and without giving any reason decline to registerany transfer of shares which are not fully paid or on which the Company has a lien.

5.6 Dividends and other distributions

5.6.1 Subject to the provisions of the Act, the Company may by ordinary resolution declaredividends in accordance with the respective rights of the members but no dividend shall exceedthe amount recommended by the board. The board may pay interim dividends if it appears thatthey are justified by the financial position of the Company.

5.6.2 Except as otherwise provided by the rights attached to shares, all dividends shall beapportioned and paid pro rata to the amounts paid or credited as paid on the shares during anyportion or portions of the period in respect of which the dividend is paid.

5.6.3 Any dividend unclaimed after a period of 12 years from the date when it became due forpayment shall, if the board so resolves, be forfeited and cease to remain owing by the Company.

5.6.4 The board may, if authorised by an ordinary resolution of the Company, offer members theright to elect to receive shares credited as fully paid in whole or in part instead of cash inrespect of the dividend specified by the ordinary resolution.

5.6.5 The Company may cease to send any cheque or dividend warrant through the post if suchinstruments have been returned undelivered or remain uncashed by a member on at least twoconsecutive occasions. The Company shall recommence sending cheques or dividend warrantsif the member claims the dividend or cashes a dividend warrant or cheque.

5.7 Distribution of assets on a winding up

In a winding up, the liquidator may, with the sanction of an extraordinary resolution and subject to theInsolvency Act 1986, divide among the members in specie the whole or any part of the assets of theCompany and/or vest the whole or any part of the assets in trustees upon such trusts for the benefit ofthe members as the liquidator determines, but no member shall be compelled to any assets upon whichthere is a liability.

5.8 Restrictions on shares

If the board is satisfied that a member or any person appearing to be interested in shares in theCompany has been duly served with a notice under section 212 of the Act (or any successorequivalent) and is in default in supplying to the Company the information thereby required within a

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prescribed period after the service of such notice, the board may serve on such member or on any suchperson a notice (“a direction notice”) in respect of the shares in relation to which the default occurred(“default shares”) directing that a member shall not be entitled to vote at any general meeting or classmeeting of the Company. Where default shares represent at least 0.25 per cent. of the class of sharesconcerned, the direction notice may in addition direct that any dividend (including shares issued inlieu of a dividend) which would otherwise be payable on such shares shall be retained by theCompany without liability to pay interest and no transfer of any of the shares held by the member shallbe registered unless it is a transfer on sale to a bona fide unconnected third party or by the acceptanceof a take-over offer or through a sale through a recognised investment exchange as defined in FSMA.The prescribed period referred to above means 14 days from the date of service of the notice undersection 212 where the default shares represent at least 0.25 per cent. of the class of shares concernedand 28 days in all other cases.

5.9 Directors’ appointment and retirement by rotation

At the first annual general meeting of the Company, all the directors shall retire from office and atevery subsequent annual general meeting of the Company as near as possible (but greater than) onethird of the directors who are subject to retirement by rotation for the time being shall retire and beeligible for re-election. If there is only one director who is subject to retirement by rotation, he shallretire. The directors to retire by rotation will be those who have been longest in office or, in the caseof those who became or who are re-elected directors on the same day, shall, unless they otherwiseagree, be determined by lot.

5.10 Restrictions on Directors’ voting

5.10.1 Save as provided for in subparagraph 5.10.2, below, a director shall not vote at a meeting of theboard or any committee of the board on any resolution of the directors concerning a matter inwhich he has an interest which, together with any interest of any person connected with him,is to his knowledge a material interest. The Company may by ordinary resolution suspend orrelax such provisions to any extent or ratify any transaction not duly authorised by reason of acontravention of such provisions.

5.10.2 The prohibition in subparagraph 5.10.1, above, shall not apply to a director in relation to anyof the following matters, namely:

5.10.2.1 the giving of any guarantee, security or indemnity to him in respect of money lent orobligations incurred by him for the benefit of the Company or any of its subsidiaries;

5.10.2.2 the giving of any guarantee, security or indemnity to a third party in respect of anobligation of the Company or any of its subsidiaries for which he has assumedresponsibility in whole or part and whether alone or jointly with others under aguarantee or indemnity or by giving of security;

5.10.2.3 the subscription for or underwriting or sub-underwriting of any shares, debentures orother securities of the Company or any of its subsidiaries by him;

5.10.2.4 any proposal concerning any other company in which he and any persons connectedwith him do not to his knowledge hold an interest in shares representing one per cent.or more of either any class of the equity share capital or the voting rights in suchcompany;

5.10.2.5 any resolution relating to an arrangement for the benefit of employees of the Companyor any of its subsidiaries and which does not provide in respect of any Director as suchany privilege or benefit not accorded to the employees to whom the arrangementrelates; and

5.10.2.6 any proposal concerning the purchase and/or maintenance of any insurance policyagainst liability for negligence, default, breach of duty or breach of trust in relation tothe Company under which he may benefit.

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5.11 Remuneration of Directors

5.11.1 The ordinary remuneration of the directors who do not hold executive office for their services(excluding amounts payable under any other provision of the Articles) shall not exceed inaggregate £250,000 per annum or such higher amount as the Company may from time to timeby ordinary resolution determine. Subject thereto, each such director shall be paid a fee (whichshall be deemed to accrue from day to day) at such rate as may from time to time be determinedby the board. The directors shall be entitled to all such reasonable expenses as they mayproperly incur in attending meetings of the board or in the discharge of their duties as directors.Any director who by request of the board performs special services may be paid such extraremuneration by way of salary, percentage of profits or otherwise as the board may determine.The directors may pay pensions and other benefits to, inter alios, present and past employeesand directors and may set up and maintain schemes for the purpose.

5.11.2 The provisions of section 293 of the Act relating to the mandatory retirement of directors at age70 do not apply to the Company.

5.12 Number of directors

Unless otherwise determined by ordinary resolution of the Company, the number of directors shall notbe less than two. There is no maximum number of directors. A director shall not be required to holdany shares of the Company by way of qualification.

5.13 Borrowing Powers

The directors may exercise all the powers of the Company to borrow money, to guarantee, toindemnify and to mortgage or charge its undertaking, property, assets (present and future) anduncalled capital and to issue debentures and other securities whether outright or as collateral securityfor any debt, liability or obligation of the Company or of any third party. The directors shall restrictthe borrowings of the Company and exercise all voting and other rights or powers of controlexercisable by the Company in relation to its subsidiaries so as to secure (so far as regards subsidiariesas by such exercise they can secure) that the aggregate principal amount (including any premiumpayable on final payment) for the time being outstanding of all monies borrowed by the Company andits subsidiaries and for the time being owing to third parties shall not at any time without the previoussanction of an ordinary resolution of the Company exceed an amount equal to four times the AdjustedCapital and Reserves (as defined in the Articles).

5.14 Indemnity

Subject to the provisions of the Act but without prejudice to any indemnity for which a director mayotherwise be entitled, every director or other officer or auditor of the Company shall be indemnifiedout of the assets of the Company against all costs, charges, losses, expenses and liabilities incurred byhim in the execution or discharge of his duties or the exercise of his powers or otherwise in relationthereto, including (without limitation) any liability incurred by him in defending any proceedingswhether civil or criminal in which judgment is given in his favour (or the proceedings are otherwisedisposed of without any finding or admission of any material breach of duty on his part) or in whichhe is acquitted or in connection with any application in which relief is granted to him by the courtfrom liability for negligence, default, breach of duty or breach of trust in relation to the affairs of theCompany.

5.15 Issue of shares

5.15.1 Subject to the provisions of the Act and without prejudice to any rights attached to any existingshares or class of shares, any share may be issued with such rights or restrictions as theCompany may by ordinary resolution determine or, subject to and in default of suchdetermination, as the board shall determine. In addition, subject as aforesaid, shares may beissued which are to be redeemed or are to be liable to be redeemed at the option of theCompany or the holder on such terms and in such manner as may be provided by the Articles.

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5.15.2 Subject to the provisions of the Act relating to authority, pre-emption rights or otherwise andof any resolution of the Company in general meeting passed pursuant thereto and in the caseof redeemable shares the provisions of article 7 of the Articles, all unissued shares for the timebeing in the capital of the Company shall be at the disposal of the board and the board may(subject as aforesaid) allot (with or without conferring a right of renunciation) grant optionsover or otherwise dispose of them to such persons on such terms and conditions and at suchtimes as it thinks fit.

5.16 Convening general meetings

All general meetings of the Company other than annual general meetings shall be called extraordinarygeneral meetings. The board shall convene and the Company shall hold general meetings as annualgeneral meetings in accordance with the requirement of the Act. Subject as aforesaid the board maycall general meetings whenever and at such times and places as it shall determine and on therequisition of members pursuant to the provisions of the Act shall forthwith proceed to convene anextraordinary general meeting in accordance with the requirements of the Act. If there are not withinthe United Kingdom sufficient directors to call a general meeting, any director of the Company maycall a general meeting.

5.17 Ownership threshold and change of control

The Articles do not prescribe any ownership threshold above which shareholder ownership must bedisclosed. There are no provisions in the Articles which would have the effect of delaying, deferringor preventing a change of control of the Company.

6. THE ENLARGED GROUP

6.1 The Company is a holding company of a group of companies whose principal activities are theprovision of full Intermodal solutions for the movement of bulk materials whose principal subsidiariesand associated undertakings are:

Percentage of Company Business ordinary shares Incorporation

UTT Provision of services for the transportation of bulk materials 100% Netherlands

InBulk Provision of Intermodal services for the transportation of bulk solid materials 100% Scotland

CleanCat Service business for catalyst handling solutions 100% Scotlandfor oil refineries

6.2 Following completion of the Proposals, the Company will be the holding company of a group ofcompanies whose principal activities are the provision of full Intermodal solutions for the movementof bulk materials and whose principal subsidiaries and associated undertakings will be:

Percentage of Company Business ordinary shares Incorporation

UTT Provision of services for the transportation of bulk materials 100% Netherlands

InBulk Provision of Intermodal services for the transportation of bulk solid materials 100% Scotland

CleanCat Service business for catalyst handling solutions 100% Scotlandfor oil refineries

UTI Intermediate holding company 100% EnglandUBC Dry bulk logistics, including dry bulk

storage, distribution and on-site logistic services 100% EnglandLinertech Supply of specialist Bag-in-Box liners (which protect 100% England

the cargo and prevent contamination within Containers)

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7. WARRANTS

7.1 Existing Warrants

The Warrants were created and constituted by a Warrant Instrument executed by the Company on 21December 2004 (the “Existing Warrant Instrument”) pursuant to which 12,000,000 Existing Warrantswere granted. 1,000,000 Existing Warrants were exercised and consequently 1,000,000 FormerOrdinary Shares issued on 16 March 2005. Following the consolidation of the Former OrdinaryShares to create Ordinary Shares were as described in paragraph 2.4.11 of this Part VII, there are1,100,000 Existing Warrants in issue as at 15 March 2007, being the latest practicable date prior tothe publication of this Document. The principal provisions of the Existing Warrant Instrument are asfollows:

7.1.1 Subscription price

The subscription price for the Warrants is 30p per Ordinary Share (as adjusted following theconsolidation of Former Ordinary Shares referred to in paragraph 2.4.11 of this Part VII), subject toadjustment in certain limited circumstances.

7.1.2 Exercise and lapse of Existing Warrants

The Existing Warrants are exercisable in whole or in part from the date of issue until 30 December2007, after which time they will lapse. The Company shall apply to admit to trading on AIM anyOrdinary Shares issued pursuant to the exercise of the Existing Warrants.

7.1.3 Variation in share price

In the event of certain variations of the issued share capital of the Company the Company shall effectsuch adjustments (if any) to the exercise price and/or the number of Existing Warrants as theCompany’s auditors shall advise to be appropriate.

7.2 Proposed Warrants

It is proposed that there be constituted by a proposed warrant instrument to be executed by theCompany (the “Proposed Warrant Instrument”) and, subject to the passing of the Resolutions and toAdmission occurring, as part of the consideration for the Acquisition, there be granted warrants(Proposed Warrants) to subscribe for 10,000,000 Ordinary Shares. The principal provisions of theProposed Warrant Instrument are as follows:

7.2.1 Subscription Price

The subscription price for the Proposed Warrants is 25p per Ordinary Share subject to adjustment incertain limited circumstances.

7.2.2 Exercise and lapse of Proposed Warrants

The Proposed Warrants are exercisable in whole or in part from the date of issue until 5 years fromthe date of issue, after which time they will lapse. The Company shall apply to admit to trading onAIM any Ordinary Shares issued pursuant to the exercise of the Proposed Warrants.

7.1.3 Variation in share price

In the event of certain variations of the issued share capital of the Company, the Company shall effectsuch adjustments (if any) to the exercise price and/or the number of Proposed Warrants as theCompany’s auditors shall advise to be appropriate.

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8. UNAPPROVED SHARE OPTION SCHEME

The Company adopted an unapproved option scheme named the “InterBulk Investments UnapprovedShare Option Scheme” on 24 February 2006. The principal provisions of the Unapproved OptionScheme are as follows:

8.1 Participation

Options may be granted under the Unapproved Option Scheme to any part time employee, full timeemployee or executive director of the Company or another group company (as defined in theUnapproved Option Scheme) who is obliged under the terms of his office or employment to devote tothe performance of the duties of his office or employment substantially the whole of, or whererelevant, a specified amount of his working time (an “Eligible Employee”).

8.2 Grant of Options

The Remuneration Committee may grant Options to such Eligible Employees as it may select in itsabsolute discretion.

Each Option is personal to each holder of an Option (an “Option Holder”) and, with the exception oftransmission of an Option on the death of an Option Holder to his executors or personalrepresentatives, any transfer, assignment, charge or other disposal of the Option shall cause it to lapse.

8.3 Option Price

The Remuneration Committee shall determine the price of an Option (the “Option Price”) before thegrant of the relevant Option either on the same day or not more than two days prior to the date thatthe notice of invitation to apply for an Option is given.

The Option Price shall not be manifestly less than the market value of the shares on the date theOption Price is determined, and in the case of shares to be allotted on the exercise of an Option fromthe unissued ordinary share capital of the Company or re-issued from treasury, not less than the higherof:

8.3.1 the market value of a share on that date; and

8.3.2 the nominal value of a share.

8.4 Restrictions on the grant of an Option

On any date of grant of an Option, no Option shall be granted which shall result in the number ofshares in allocations made in the 10 years ending on that date under all of the Company’s shareschemes exceeding 10 per cent. of the shares in issue on the day before that date.

For this purpose, “allocation” shall be taken to mean:

8.4.1 shares issued or issuable or treasury shares reissued or reissuable on exercise of a right grantedwithin the period specified under an employee share scheme; and

8.4.2 shares issued or treasury shares reissued within a period specified under an employee sharescheme that provides for the subscription out of the profits of the Enlarged Group.

8.5 Exercise of Options

Except in certain specified circumstances no Option will be exercisable within three years of its dateof grant. In addition no Option shall be exercisable during a close period (as such term is defined inthe AIM Rules).

The Remuneration Committee may impose one or more objective conditions on any Optionpreventing its exercise unless and until such condition has been satisfied. These performanceconditions will be determined by the Remuneration Committee prior to the award of the Option.

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If an Option Holder dies before exercising an Option, the Option may be exercised by his executorsor personal representatives not later than one year after the date of his death. The extent to which anOption may be exercised as aforesaid will be at the discretion of the Remuneration Committee whomay determine that the Option may only be exercised to the extent that it was already capable ofexercise before the Option Holder’s death taking account of the performance conditions attached tothat Option.

If an Option Holder ceases to be an Eligible Employee (save in circumstances where such cessationis caused by reason of the Option Holder’s misconduct), the Remuneration Committee in its solediscretion may allow such holder to exercise his Option within six months of the date of suchcessation. The extent to which an Option may be exercised as aforesaid will be at the discretion of theRemuneration Committee who may determine that the Option may only be exercised to the extent thatit was already capable of exercise before the cessation of employment taking account of theperformance conditions attached to that Option.

On the exercise of an Option, shares will be allotted and/or transferred within 30 days and whereshares are issued (or re-issued) they will rank pari passu in all respects with other shares then in issue.

8.6 Adjustment of Options

In the event of any variation in the ordinary share capital of the Company in consequence of acapitalisation or rights issue, sub-division, consolidation, reduction of share capital or otherwise, thenumber or nominal value of shares comprised in each Option and the Option Price may be adjustedin such manner as the Remuneration Committee may deem appropriate subject to the writtenconcurrence of the Company’s auditors that in their opinion the adjustments proposed are fair andreasonable, provided that no adjustment shall be made to the Option Price which would result in suchprice being less than the nominal value of such a share.

8.7 Takeover and winding up

In the event of takeover, all outstanding Options may be exercised at anytime during the period of 6months after the time when the offeror has obtained control of the Company and any conditionssubject to which the offer is made have been satisfied. The extent to which an Option may be exercisedas aforesaid will be at the discretion of the Remuneration Committee who may determine that theOption may only be exercised to the extent that it was already capable of exercise before the takeovertaking account of the performance conditions attached to that Option. If not so exercised the Optionsshall lapse.

In the event of a voluntary winding up, outstanding Options may be exercised conditionally onpassing of a resolution, at any time during the period commencing on the date the notice is given andending on the commencement of the winding up. The extent to which an Option may be exercised asaforesaid will be at the discretion of the Remuneration Committee who may determine that the Optionmay only be exercised to the extent that it was already capable of exercise before the commencementof the winding up taking account of the performance conditions attached to that Option. If not soexercised the Options shall lapse.

8.8 Amendments

The Remuneration Committee may at any time make such amendments to the Unapproved OptionScheme as it deems desirable provided that certain alterations will require the prior sanction of theShareholders in general meeting and, where relevant, the prior approval of the appropriate authorityof the London Stock Exchange. However, where such amendments are of a minor administrativenature no such additional consents or approvals will be required.

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8.9 Termination

The Remuneration Committee may terminate the Unapproved Option Scheme at any time but Optionsgranted prior to such termination shall continue to be valid and exercisable in accordance with therules of the Unapproved Option Scheme.

9. WORKING CAPITAL

The Directors are of the opinion, having made due and careful enquiry and having taken into account the netproceeds of the Placing and the facilities being made available pursuant to the agreements referred to inparagraph 12.4.1 of this Part VII of this Document that, following Admission, the Enlarged Group will havesufficient working capital for its present requirements, that is for at least the 12 month period followingAdmission.

10. TAXATION

The following paragraphs are intended as a general guide only for shareholders who are resident andordinarily resident in the United Kingdom for tax purposes, holding Ordinary Shares as investments and notas securities to be realised in the course of a trade, and are based on current legislation and HM Revenue andCustoms practice. Any prospective purchaser of Ordinary Shares who is in any doubt about his tax positionor who is subject to taxation in a jurisdiction other than the UK should consult his own professional adviserimmediately.

10.1 Taxation of chargeable gains

10.1.1 For the purpose of UK tax on chargeable gains, the issue of Ordinary Shares pursuant to thePlacing will be regarded as an acquisition of a new holding in the share capital of the Company.

10.1.2 To the extent that a shareholder acquires Ordinary Shares allotted to him, the Ordinary Sharesso allotted will for the purpose of tax on chargeable gains be treated as acquired on the date ofallotment. The amount paid for the Ordinary Shares will constitute the base cost of ashareholder’s holding. For individuals, trustees and personal representatives, the amount paidfor the Ordinary Shares subscribed for will be eligible for taper relief allowance. For corporateshareholders, indexation allowance may be available to reduce any chargeable gains.

10.1.3 If a Shareholder disposes of all or some of his Ordinary Shares as the case may be, a liabilityto tax on chargeable gains may, depending on his or its circumstances, arise.

10.2 Stamp Duty and Stamp Duty Reserve Tax

Stamp duty and stamp duty reserve tax (“SDRT”) treatment under the Placing will be as follows:

10.2.1 in relation to the shares being issued by the Company, no liability to stamp duty or SDRT willarise on their issue or on the issue of definitive share certificates by the Company;

10.2.2 the transfer of shares will generally be liable to stamp duty at the rate of 0.5 per cent. roundedup to the next £5 of the value of the consideration given. A charge to SDRT at the rate of 0.5per cent. of the consideration will arise in the case of an unconditional agreement to transfershares on the date of the agreement, and in the case of a conditional agreement on the date theagreement becomes unconditional. However, if within the period of six years of the date of theagreement or, in the case of a conditional agreement, the date on which it becomesunconditional, an instrument of transfer is executed pursuant to the agreement and stamp dutyis paid on that instrument, any liability to SDRT will be repaid or cancelled. The liability to paystamp duty or SDRT is generally satisfied by the purchaser or transferee;

10.2.3 no stamp duty or SDRT will arise on a deposit of shares in CREST for conversion intouncertificated form (otherwise than pursuant to a transfer on sale or in contemplation of suchsale), unless such transfer is made for a consideration in money or money’s worth, in which

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case a liability to stamp duty or SDRT will arise, usually at the rate set out in paragraph 10.2.2of this Part VII of this Document;

10.2.4 a transfer of shares effected within CREST will generally be subject to SDRT at the rate of 0.5per cent. of the actual consideration.

Special rules apply to certain categories of person, including intermediaries and persons connectedwith depository arrangements and clearance services.

10.3 Dividends and other distributions

10.3.1 Dividends paid by the Company will carry an associated tax credit of one-ninth of the cashdividend or ten per cent. of the aggregate of the cash dividend and associated tax credit.Individual shareholders resident in the UK receiving such dividends will be liable to incometax on the aggregate of the dividend and associated tax credit at the dividend ordinary rate (10per cent.) or the dividend upper rate (32.5 per cent.).

10.3.2 The effect will be that taxpayers who are otherwise liable to pay tax at only the lower rate orbasic rate of income tax will have no further liability to income tax in respect of such adividend. Higher rate taxpayers will have an additional tax liability (after taking into accountthe tax credit) of 22.5 per cent. of the aggregate of the cash dividend and associated tax credit.Individual shareholders whose income tax liability is less than the tax credit will not be entitledto claim payment of all or part of the tax credit associated with such dividends.

10.3.3 A UK resident corporate shareholder should not be liable to corporation tax or income tax inrespect of dividends received from the Company unless that shareholder is carrying on a tradeof dealing in shares.

10.3.4 Trustees of discretionary trusts are liable to account for income tax at the rate applicable totrusts on the trust’s income and are required to account for tax at the dividend trust rate (32.5per cent.).

10.3.5 Persons who are not resident in the UK should consult their own tax advisers on the possibleapplication of such provisions and on what relief or credit may be claimed for any such taxcredit in the jurisdiction in which they are resident.

These comments are intended only as a general guide to the current tax position in the UK as at thedate of this Document. The comments assume that Ordinary Shares are held as an investment and notas an asset of financial trade.

If you are in any doubt as to your tax position or are subject to tax in a jurisdiction other thanthe UK you should consult your professional adviser.

11. EMPLOYEES

11.1 The Group employed on average 153 people during the financial period ended 30 September 2006and, on average, 147 people during the financial period ended 31 December 2005. These employeesinclude the services of Bill Thomson and Scott Cunningham, (provided by Clyde Blowers to theCompany). As at 12 March 2007 (being the latest practicable date prior to the publication of thisdocument), the Group employed 170 people. The Group’s staff members can be analysed bygeographic location as follows:

Netherlands 44UK 45Sweden 27USA 18Singapore 10Brazil 7France 13Germany 6

––––––––Total 170––––––––

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11.2 The UTI Group employed on average 270 people during the financial year ended 30 September 2006and, on average, 269 and 257 people during the financial years ended 30 September 2005 and 30September 2004, respectively. As at 14 March 2007 (being the latest practicable date prior to thepublication of this document), the UTI Group employed 233 people. UTI Group’s staff numbers canbe analysed by geographic location as follows:

Office Number of Staff

UK 163Netherlands 8France 6Germany 29Finland 9Austria 17Belgium 1

––––––––––––Total 233––––––––––––

12. MATERIAL CONTRACTS

The following contracts, not being contracts entered into, or to be entered into, in the ordinary course ofbusiness, are those to which any member of the Enlarged Group is or has been a party within the two yearspreceding the date of this Document or which are expected to be entered into shortly after Admission andcompletion of the Acquisition and which are, or may be, material to the business of the Enlarged Group:

12.1 Fundraising and Ancillary Documents

12.1.1 The Underwriting Agreement pursuant to which Panmure Gordon has agreed (as agent for theCompany) to use its reasonable endeavours to procure Placees to subscribe for the PlacingShares and, if and to the extent that it is not able to procure subscribers, as principal tosubscribe for such Placing Shares itself.

The obligations of Panmure Gordon under the Underwriting Agreement are conditional upon,inter alia, those matters set out in paragraph 10 of Part I of this Document.

In consideration for the services to be provided by Panmure Gordon under the UnderwritingAgreement, the Company will pay to Panmure Gordon a commission of four per cent. of thePlacing Price multiplied by the number of Placing Shares allotted (save for any OrdinaryShares allotted to placees introduced by the Company). Panmure Gordon will pay to Atorka,out of the four per cent. commission it receives in relation to the number of Placing Sharesissued to Atorka under the Placing, three per cent. of the Placing Price multiplied by thenumber of Placing Shares allotted to Atorka. In consideration for its services as nominatedadviser in relation to the Placing and Admission, the Company will pay to CFA an advisory feeof £200,000. The Company will be responsible for all costs and expenses of the Placing.

The Underwriting Agreement contains warranties given (a) by the Company and the Directorsas to the accuracy of the information in this Document; (b) by the Company and the Directorsin relation to the business of the Company; and (c) by the Company in relation to the businessof the UTI Group; In addition, the Company has given an indemnity which is customary forthis type of agreement.

Panmure Gordon is entitled to terminate the Underwriting Agreement in its absolute discretionin specified circumstances prior to Admission, including inter alia in the event of any materialbreach of the Underwriting Agreement by the Company or in the event of any material breachof the warranties contained in the Underwriting Agreement or if an event of force majeurearises.

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The Company intends to purchase Public Offering of Securities insurance through AIG Europe(UK) Limited to cover the Company and the Directors for, inter alia, any claim relating to thewarranties given in the Underwriting Agreement and any claim under this Document. Thepolicy will provide coverage for claims with an excess of £25,000 per claim up to an aggregateamount of £10,000,000.

12.1.2 An orderly market agreement dated 16 March 2007 among (1) Close Securities Limited,Caledonia Investments plc, Guilderstone Limited, Victor William Martin, John Neilson AdamMarshall and John Neilson Adam Marshall and Oliver David John Marshall (as trustees of theJNA Marshall Trust) (being certain of the vendors under the UTI Acquisition Agreement); (2)CFA; and (3) Panmure Gordon, further details of which are set out in paragraph 12 of Part I ofthis Document.

12.1.3 An underwriting agreement dated 1 February 2006 pursuant to which Panmure Gordon agreed(as agent for the Company) to use its reasonable endeavours to procure placees to subscribe forthe placing shares in relation to the acquisition of InBulk and UTT and, if and to the extent thatit was not able to procure subscribers, as principal to subscribe for such placing shares itself.

In consideration for the services provided by Panmure Gordon under the underwritingagreement, the Company paid to Panmure Gordon a commission of five per cent. of the placingprice multiplied by the number of placing shares allotted. In consideration for its services asnominated adviser in relation to the said placing and admission, the Company paid to CFA anadvisory fee of £225,000. The Company was responsible for all costs and expenses of suchplacing.

The underwriting agreement contained warranties given (a) by the Company and the directorsof the Company at the time of such agreement and the proposed directors at that time, ScottCunningham, Jim McColl, Koert van Wissen and Roel Molenaar, inter alia, as to the accuracyof the information in the Readmission Document dated 1 February 2006; (b) by the Companyand such directors in relation to the business of the Company; (c) by the Company, Koert vanWissen and Roel Molenaar in relation to the business of the UTT Group; and (d) by theCompany, Scott Cunningham and Jim McColl in relation to the business of InBulk. In addition,certain directors and proposed directors of the Company gave an indemnity in relation to taxmatters and the Company gave an indemnity which is customary for this type of agreement.

The underwriting agreement also contained certain orderly market provisions in relation to thenew Ordinary Shares to be held by the directors and proposed directors of the Companyfollowing admission.

The Company purchased Public Offering of Securities insurance through AIG Europe (UK)Limited to cover the Company, such directors and such proposed directors for inter alia anyclaim relating to the warranties given in the readmission document dated 1 February 2006. Thepolicy provides coverage for claims with varying excesses (not exceeding £25,000) up to anaggregate amount of £5,000,000.

12.1.4 An orderly market agreement dated 1 February 2006 among (1) the Covenantors (being thevendors under the InBulk Acquisition Agreement other than Uberior and those vendors whowere a party to the underwriting agreement summarised at paragraph 12.1.3 above); (2) CFA;and (3) Panmure Gordon, pursuant to which the Covenantors undertook, in respect of theirrespective holdings of Ordinary Shares at that time, only to dispose of such shares during theperiod of one year from the date of the original admission, being 28 February 2006, inconsultation with the Company’s brokers or in certain other limited circumstances in order tomaintain an orderly market in the Ordinary Shares.

12.1.5 A broker engagement letter was entered into among (1) Panmure Gordon and (2) the Companyon 1 February 2006 (the “Broker Engagement Letter”) pursuant to which the Companyappointed Panmure Gordon to act as its broker for the purposes of the AIM Rules (the

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“Engagement”). The Engagement commenced on 1 February 2006. Under the terms of theBroker Engagement Letter, Panmure Gordon agreed to provide corporate broking andassociated financial advisory services to the Company including general advice and feedbackon, inter alia, market information, investor relations, regulation and liaison, research, marketmaking and share dealings.

The Company will pay an annual fee to Panmure Gordon of £40,000 payable every six monthsin advance on 1 January and 1 July (or on the first business day following thereafter), excludingVAT and reasonable out-of-pocket expenses. The Engagement will automatically be renewedannually and may be terminated by either the Company or Panmure Gordon giving seven daysnotice in writing to the other party. However, if the Company materially breaches any of itsobligations under the Broker Engagement Letter, Panmure Gordon has the right to terminateforthwith upon written notice. The Company has also given an indemnity to Panmure Gordonin relation to the provision by Panmure Gordon of its services under the Broker EngagementLetter.

12.1.6 An engagement letter between Clyde Blowers and the Company dated 6 December 2005relating to the services provided by Clyde Blowers to the Company in relation to the proposalspresented to shareholders in the readmission document dated 1 February 2006 and structuringthe bank borrowings referred to in paragraph 12.4.2 of this Part VII of this Document. Theengagement letter provided that a fee of £275,000 (excluding VAT) was payable by theCompany to Clyde Blowers which was paid. The liability of Clyde Blowers and its directors,employees and agents in relation to the services provided pursuant to the engagement letter wassubject to certain limitations, including a cap on liability of £275,000.

12.1.7 A letter between Clyde Blowers and the Company dated 1 and 11 February 2007 relating tocertain additional services provided by Clyde Blowers to the Company in relation to theProposals and structuring the bank borrowings referred to in paragraph 12.4.1 of this Part VIIof this Document. The letter provides that £364,000 (excluding VAT) is payable by theCompany to Clyde Blowers following Admission. The foregoing sum is contingent onAdmission taking place. Clyde Blowers is also entitled to recover the reasonable expensesincurred by it in performing the additional services regardless of whether or not Admissiontakes place. The liability of Clyde Blowers and its directors, employees and agents in relationto the services provided pursuant to the engagement letter was subject to certain limitations,including a cap on liability of £364,000.

12.1.8 A nominated adviser agreement dated 1 January 2007 (the “Nominated Adviser Agreement”)among (1) the Company (2) the Directors and (3) CFA pursuant to which the Company hasappointed CFA to act as its nominated adviser for the purposes of the AIM Rules. TheCompany agrees to pay CFA an annual retainer of £20,000 (plus VAT) in return for its servicesas nominated adviser, together with any reasonable out of pocket expenses incurred in theprovision of such services. The Nominated Adviser Agreement is for an unlimited periodterminable by either party on three months’ written notice. The Nominated Advisor Agreementcontains certain indemnities and warranties given to CFA by the Company and the Directors.

12.1.9 An engagement letter between Griffin Corporate Finance Limited (“Griffin CorporateFinance”) and the Company dated 6 December 2005 relating to the services provided by GriffinCorporate Finance to the Company in relation to the proposals presented to shareholders in thereadmission document dated 1 February 2006 and structuring the bank borrowings referred toin that readmission document. The engagement letter provided that a fee of £275,000(excluding VAT) was payable by the Company to Griffin Corporate Finance which was paid.Griffin Corporate Finance is also entitled to recover the reasonable expenses incurred by it inperforming the services. The liability of Griffin Corporate Finance and its directors, employeesand agents in relation to the services provided pursuant to the engagement letter was subject tocertain limitations, including a cap on liability of £275,000.

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12.1.10 A letter between the Company, Panmure Gordon and Atorka dated 8 February 2007 in whichAtorka agreed to subscribe for £18,400,000 of Placing Shares in the Placing. In considerationof this, Atorka will receive a fee of 3 per cent. of the amount subscribed by it. The letter isconditional, inter alia, on the entering into of a placing letter between Panmure Gordon andAtorka, to be entered into at the same time as, or immediately before, the UnderwritingAgreement is entered into.

12.1.11 A letter between the Company and Atorka dated 16 March 2007 in which the Company givesAtorka the right to appoint two Directors to the board of the Company at any one time.

12.1.12 An engagement letter between CFA and the Company dated 20 December 2006 relating to theservices provided by CFA to the Company in relation to the Proposals. The engagement letterprovides that a fee of £200,000 (excluding VAT) is payable by the Company to CFA. CFA isalso entitled to recover the expense incurred by it in performing the services. The liability ofCFA in relation to the services provided pursuant to the engagement letter is subject to certainlimitations, including a cap on liability of £1 million. The engagement letter contains certainwarranties and indemnities given to CFA by the Company.

12.2 Warrants and Option Documents

12.2.1 The principal terms of the Existing Warrant Instrument are described in paragraph 7.1 of thisPart VII of this Document.

12.2.2 The principal terms of the Proposed Warrant Instrument are described in paragraph 7.2 of thisPart VII of this Document.

12.2.3 The Company has not entered into any contract with respect to options over its share capital,save for the options referred to in paragraph 2.12 of this Part VII of this Document, grantedunder the Unapproved Option Scheme.

12.3 Acquisition Agreement

12.3.1 The UTI Acquisition Agreement

The headline consideration is £79.5 million, adjusted in respect of cash and debt and certainother matters by reference to the 30 September 2006 audited consolidated balance sheet ofUTI. The adjustments include an addition for cash, and deductions for certain costs andprovisions, and for agreed items of indebtedness of UTI. After making these adjustments, theamount payable upon completion of the transaction, subject to certain minor completionadjustments, is expected to be approximately £9.6 million of which £5.2 million will besatisfied by the allotment and issue to certain of the vendors of Ordinary Shares, each OrdinaryShare being taken to have a value equal to the Placing Price and ranking pari passu in allrespects with the Placing Shares with the balance being satisfied in cash. The Company hasalso undertaken to acquire the Acquired Loan Stock, being loan stock previously issued by UTIto funds managed by Close Brothers and others. The consideration for such acquisition is (i)the issue of £7.8 million of Ordinary Shares, each Ordinary Share being taken to have a valueequal to the Placing Price and ranking pari passu in all respects with the Placing Shares and(ii) the grant of the Proposed Warrants, being warrants to subscribe for 10,000,000 OrdinaryShares at a subscription price of 25 pence per Ordinary Share. Further details of the ProposedWarrants are set out in paragraph 7.2 of this Part VII. In addition, the Company has undertakento procure that, upon completion of the acquisition of UTI, UTI will repay to the holdersthereof, the balance of the Secured Loan Stock, namely approximately £14.26 million.

The vendors, other than an Employee Trust, (together the “Principal Sellers”), have undertaken torepay consideration on a pound for pound basis in the event that between 30 September 2006 andcompletion of the transaction there is any leakage of funds in defined categories out of the UTI Groupto any of the vendors. The types of leakage defined include payment of dividends, other payments

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to any of the vendors or persons connected with them, redemption of any shares in a member of theUTI Group and waivers by any such member of amounts owed to it by any of the vendors.

The UTI Acquisition Agreement is conditional, inter alia, on the passing of the Resolutionsand Admission, and on the Underwriting Agreement and the Facility Agreement remaining inforce and being unconditional save in certain specified respects immediately prior toAdmission.

The UTI Acquisition Agreement contains undertakings given by the Principal Sellers that theyshall, and shall procure that certain key employees of the UTI Group shall, comply withpositive and negative undertakings regarding the conduct of the business of the UTI Group.

The UTI Acquisition Agreement contains certain warranties given by the vendors in favour ofthe Company, including warranties in conventional terms as to their capacity to enter into theUTI Acquisition Agreement and their title to shares in UTI. The UTI Acquisition Agreementalso contains commercial warranties, and indemnities in relation to tax, relating to the UTIGroup given by certain of the vendors in favour of the Company. These commercial warrantiesand tax indemnities are subject to certain limitations on liability including a cap of £500,000in respect of the commercial warranties and tax indemnities.

It is proposed that prior to completion of the Acquisition the Company, UTI and Victor WilliamMartin will enter into an agreement in terms of which (i) Mr Martin will direct the Companyupon Completion to pay to UTI £1,250,000 from the cash consideration due to him in respectof the Acquisition, in settlement of the sum of £1,250,000 due by him to UTI and (ii) theCompany will undertake to indemnify Mr Martin in respect of any personal taxation he maysuffer as a result of: (i) the invalid redemption by UTI of preferred ordinary shares in UTI heldby him (subject to a cap of £100,000); and (ii) the entering into by him of this agreement andany tax he may suffer as a result of the arrangements described therein.

12.3.2 The UTT Acquisition Agreement among (1) the Company and (2) the shareholders of UTT(which included 3i Group plc, Roel Molenaar, Koert van Wissen and others) dated 1 February2006 for the purchase by the Company of the entire issued share capital of UTT.

The consideration payable was A67 million in aggregate on a debt and cash free basis, and wasallocated among the shareholders of UTT on the basis agreed in the UTT AcquisitionAgreement. A32,054 million of the consideration was paid to the vendors in cash on completionof the UTT Acquisition, with a further A1.5 million of deferred consideration to be payable tothe vendors in two tranches of A750,000 each on the first and second anniversaries ofcompletion of the UTT Acquisition Agreement. The balance of the deferred considerationoutstanding from time to time will be immediately due and payable to the vendors within sevendays of (a) the Enlarged Group making an early repayment of the bank facilities referred to inparagraph 12.4 of this Part VII of this Document prior to the dates contemplated in the relevantfacility documentation; and/or (b) a change of control taking place in UTT. The balance of thetotal consideration referred to above will be applied at completion of the UTT AcquisitionAgreement in settlement of certain of UTT’s indebtedness.

In addition to the foregoing, on 1 February 2006 the Company entered into the share pledgereferred to in paragraph 12.4.3 of this Part VII of this Document in respect of the deferredconsideration.

The UTT Acquisition Agreement contained certain representations and warranties given by thevendors in favour of the Company, including representations and warranties as to their capacityto enter into the UTT Acquisition Agreement and their title to UTT shares, including that, otherthan in relation to the allotment of the issued share capital of UTT, no vendor has exercised thevotes competent to any of its shares in favour of a resolution of UTT by which UTT granted toany person any right over, or interest in, the share capital of UTT. The UTT AcquisitionAgreement also contained certain representations and warranties given only by Roel Molenaarand Koert van Wissen (together the “Management Sellers”) in favour of the Company

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confirming that the shares to be purchased by the Company represented the entire issued sharecapital of UTT and that (a) neither Management Seller had, in his capacity as a director of UTTor otherwise, granted any share options or warrants to any person, and to the best of theknowledge of the Management Sellers no other person had done so; and (b) neitherManagement Seller had exercised the votes competent to any of his UTT shares in favour of aresolution of UTT by which UTT granted any option or warrant to subscribe for shares in thecapital of UTT, and to the best of the knowledge of the Management Sellers no other personhad done so. Furthermore, the UTT Acquisition Agreement contained additional commercialrepresentations and warranties relating to UTT which were given only by the ManagementSellers in favour of the Company. These commercial representations and warranties weresubject to certain limitations on the Management Sellers’ liability, including a cap of A800,000,in the aggregate, on their liability for claims for breach of the commercial warranties. Theindividual liability of each of the Management Sellers for breach of the commercial warrantieswas capped at A400,000. The acquisition of UTT completed on 28 February 2006.

The UTT Acquisition Agreement contained standard confidentiality undertakings.

12.3.3 The InBulk Acquisition Agreement among (1) the Company and (2) the other shareholders ofInBulk (which included Jim McColl, Scott Cunningham and Bill Thomson) dated 1 February2006 for the purchase by the Company of the 675,000 ordinary shares of £1 each in the capitalof InBulk not already owned by the Company.

The consideration payable to Uberior was approximately £2.36 million, payable as to £1.00million in cash on completion of the InBulk Acquisition Agreement, approximately £0.29million in Consideration Shares on completion of the InBulk Acquisition Agreement and up toapproximately £1.07 million in Earn Out Shares.

The consideration payable to InBulk shareholders other than Uberior was approximately £6.14million in aggregate, £0.40 million of which was paid in cash to the vendors on completion ofthe InBulk Acquisition Agreement, approximately £2.96 million of which was satisfied by theissue of the consideration shares on completion of the InBulk Acquisition Agreement and upto approximately £2.78 million in Earn Out Shares.

The earn out will be paid, in the form of Earn Out Shares which will rank pari passu with theOrdinary Shares, to the vendors of InBulk dependent on the level of audited earnings per share(as currently defined in FRS 22 issued by the Accounting Standards Board) for the Group forthe year ended 30 September 2007 (“EPS”). If the EPS is equal to or exceeds 3.29 pence perOrdinary Share (the “EPS Target”) the vendors of InBulk will receive pro rata among them 95per cent. of the 19,249,991 Earn Out Shares, issued credited as fully paid. For each subsequent0.05 pence increment in the EPS, a further 192,500 Earn Out Shares will be issued, credited asfully paid, up to a maximum of 19,249,991 Earn Out Shares being issued in total. The InBulkAcquisition Agreement provides that if certain changes occur in the period between 28February 2006 and 30 September 2007 (including further issues of Ordinary Shares by theCompany or the acquisition of any subsidiaries or businesses), the EPS Target will be adjustedin a manner agreed between the Company, the vendors’ representative, Jim McColl, andUberior, or if agreement cannot be reached, such adjustment shall be fixed by an independentexpert. It is proposed that this process is effected in relation to the Proposals.

The InBulk Acquisition Agreement contained certain representations and warranties given bythe vendors in favour of the Company in respect only of InBulk, including representations andwarranties as to their capacity to enter into the InBulk Acquisition Agreement and their title toInBulk shares. Furthermore, the InBulk Acquisition Agreement contained certainrepresentations and warranties given by the vendors (other than Uberior) in favour of theCompany confirming that, other than the shares in the capital of InBulk already owned by theCompany, the shares to be purchased by the Company represented the entire issued sharecapital of InBulk and that there were no outstanding options or warrants entitling any party toapply or subscribe for an allotment of shares in the capital of InBulk. These representations and

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warranties are subject to limitations on the vendors’ liability for claims, including a cap onliability for claims of £8,500,000 in the aggregate.

Furthermore, the InBulk Acquisition Agreement contained additional commercialrepresentations and warranties relating to InBulk which are given only by certain of the vendorsother than Uberior (together the “InBulk Warrantors”) in favour of the Company. Thesecommercial representations and warranties are subject to certain limitations on the InBulkWarrantors’ liability, including a cap of £750,000, in the aggregate, on liability for claims forbreach of the commercial warranties. Furthermore, within the aggregate limit of £750,000 theindividual liability of each of the InBulk Warrantors for breach of the commercial warrantieswas capped in proportion to their respective shareholdings in InBulk.

The InBulk Acquisition Agreement contained confidentiality and protection of goodwillundertakings by the vendors (other than Uberior) which prohibit the vendors from: (1)competing with the business of InBulk in certain territories for a period of two years followingcompletion of the InBulk Acquisition; (2) soliciting, canvassing or enticing away from InBulkthe custom of InBulk’s customers or suppliers for a period of eighteen months followingcompletion of the InBulk Acquisition; and (3) for a period of eighteen months followingcompletion of the InBulk Acquisition, soliciting, canvassing or enticing away from InBulk anyemployee of InBulk as at the date of the InBulk Acquisition Agreement for the purposes ofemploying such individual in a business competing to a material extent with the business ofInBulk. The acquisition of InBulk completed on 28 February 2006.

12.3.4 The Company purchased a warranty insurance policy from New Hampshire InsuranceCompany in respect of certain of the representations and warranties given by Mr. Molenaar andMr. van Wissen in the UTT Acquisition Agreement. The policy provided coverage for claimsin excess of A800,000 (being the cap on Mr. Molenaar and Mr. van Wissen’s liability forclaims) up to an aggregate amount of A20 million.

12.3.5 The Tony Trailerfrakt Acquisition Agreement among United Transport TankcontainersHoldings AB and Tony Svensson dated 21 December 2006 for the 1,000 shares in TonyTralierfrakt AB.

The consideration payable by United Transport Tankcontainers Holdings AB was A470,000,which amount was paid on completion of the acquisition.

The Tony Trailerfrakt Acquisition Agreement contained certain representations and warrantiesgiven by the vendor in favour of United Transport Tankcontainers Holdings AB, includingrepresentations and warranties as to his capacity to sell the shares with full title guarantee onthe terms of the agreement and confirmation that the shares being sold represented the entireissued share capital of Tony Trailerfrakt. The representations and warranties are subject tolimitations on the vendor’s liability for claims, including a cap on liability for claims equal tothe consideration.

The Tony Trailerfrakt Acquisition Agreement contained confidentiality and protection ofgoodwill undertakings by the vendor which prohibit the vendor from: (1) competing with thebusiness of Tony Trailerfrakt within Sweden for a period of two years following completion ofthe Tony Trailerfrakt Acquisition; (2) soliciting canvassing or enticing away from TonyTrailerfrakt the custom of Tony Trailerfrakt’s customers or suppliers for a period of two yearsfollowing completion of the Tony Trailerfrakt Acquisition; and (3) for a period of two yearsfollowing completion of the Tony Trailerfrakt Acquisition, soliciting canvassing or enticingaway from Tony Trailerfrakt any employee of Tony Trailerfrakt as at the date of the TonyTrailerfrakt Acquisition Agreement for the purposes of employing such individual in a businesscompeting to a material extent with the business of Tony Trailerfrakt.

12.3.6 Conditional on completion of the UTI Acquisition Agreement, the Company intends topurchase a warranty insurance policy from AIG Europe (UK) Limited in respect of certain of

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the representations and warranties given by Close Securities Limited, Guilderstone Limited,Caledonia Investments plc, John Neilsen Adam Marshall, Victor William Martin and The JohnNeilsen Adam Marshall Trust (the “Warrantors”) in the UTI Acquisition Agreement. Thepolicy will provide coverage for claims in excess of £500,000 (being the aggregate cap on theWarrantors liability for claims) up to an aggregate amount of £10,000,000 million.

12.3.7 Conditional on completion of the UTI Acquisition Agreement, the Company has purchased awarranty insurance policy from AIG Europe (UK) Limited in respect of certain of therepresentations and warranties given by the Directors and the Company in the UnderwritingAgreement. The policy will provide coverage for claims in excess of £25,000 up to anaggregate amount of £10,000,000.

12.4 Banking documentation

12.4.1 (a) a senior facilities agreement between the Governor and Company of the Bank ofScotland, in various capacities, (“BoS”) and the Company dated 16 March 2007 relatingto bank facilities totalling £80,500,000; and

(b) subordinated facilities agreement between BoS and the Company dated 16 March 2007relating to bank facilities totalling £10,000,000.

The senior facilities will comprise (1) a £18,500,000 term loan (“Term Loan A”); (2) a£26,000,000 term loan (“Term Loan B”); (3) a £26,000,000 term loan (“Term Loan C”); and(4) a revolving credit facility of £10,000,000 (“Revolving Facility”), and will be available tofund the acquisition of the entire issued share capital of UTI, refinance certain existingindebtedness of the Enlarged Group (including the facilities referred to in pargraph 12.4.2below) and provide working capital for the Enlarged Group.

The Term Loan A will have scheduled quarterly repayments ending on 31 March 2013. TheTerm Loan B will have a single scheduled repayment date falling on 31 March 2014. The TermLoan C will have a single scheduled repayment date falling on 31 March 2015. The RevolvingFacility will terminate on the earlier of (1) 31 March 2013; and (2) the date on which each ofTerm Loan A, Term Loan B and Term Loan C has been repaid and/or prepaid in full.

The subordinated facilities will have a single scheduled repayment date falling on 31 March2016.

Arrangement fees equal to £1,370,000 will be payable. In addition, penalty prepayment,commitment and agency fees will be payable.

First drawdown under the facilities will be conditional upon:

1. the execution of security documentation by certain members of the Enlarged Group, feesletters and a hedging policy letter;

2. evidence that each of (i) the UTI Acquisition Agreement has become unconditional(save for any condition as to the Underwriting Agreement or the Facilities Agreementsbecoming unconditional or as to Admission occurring) and (ii) the UnderwritingAgreement has become unconditional (save for any condition as to the UTI AcquisitionAgreement or the Facilities Agreements becoming unconditional or as to Admissionoccurring);

3. the Company confirming that no material adverse change has occurred in relation to theCompany or the UTI Group in the period between (1) execution of the FacilitiesAgreements; and (2) completion of the Acquisition and the Placing and Admissiontaking place; and

4. satisfaction of the other conditions precedent more particularly specified in the FacilitiesAgreements.

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12.4.2 A facilities agreement between the Governor and Company of the Bank of Scotland, in variouscapacities, (“BoS”) and the Company dated 1 February 2006 relating to bank facilities totallingA55,000,000.

The facilities comprised (1) a A23,000,000 term loan (“Term Loan A”); (2) a A12,000,000 termloan (“Term Loan B”); (3) a revolving credit facility (“Revolving Facility A”); and (4) arevolving credit facility (“Revolving Facility B”) (Revolving Facility A and Revolving FacilityB being together the “Revolving Facilities”), such Revolving Facilities not exceedingA20,000,000 in aggregate, and were made available to fund the acquisition of the entire issuedshare capital of UTT, refinance the existing indebtedness of the UTT Group following theacquisition of the UTT Group and provide working capital for the Enlarged Group.

The Term Loan A has scheduled quarterly repayments ending on 31 March 2013. The TermLoan B has a single scheduled repayment date falling on 31 March 2014. The RevolvingFacilities will terminate on the earlier of (1) 31 March 2013; and (2) the date on which each ofTerm Loan A and Term Loan B has been repaid and/or prepaid in full.

Arrangement fees equal to (1) 1.5 per cent. of the aggregate amount of Term Loan A and TermLoan B and (2) 1 per cent. of the Revolving Facilities are payable. In addition, penaltyprepayment, commitment and agency fees were payable.

All of these conditions and other conditions were satisfied and the relevant facilities madeavailable to the Company.

In addition, the continued availability of the facilities is subject to warranties, generalundertakings, financial covenants (to include combined total debt service cover, total interestcover, bank interest cover, total debt service cover, bank debt service cover, and bank debtleverage) and events of default in each case as set out in this facilities agreement.

It is proposed that subject to the acquisition of UTI completing and Admission occurring, thesefacilities will be repaid and replaced in their entirety by the facilities made pursuant to theFacilities Agreements described in paragraph 12.4.1 above.

12.4.3 A share pledge was entered into at completion of the UTT Acquisition by the Company infavour of the vendors of UTT under the UTT Acquisition Agreement (the “UTT Vendors”).The share pledge relates to the deferred consideration referred to in paragraph 12.3.2 above.The purpose of the share pledge is to grant a charge in favour of the UTT Vendors over theshares held by the Company in the capital of UTT from time to time such that the same willconstitute security for the deferred consideration due to the UTT Vendors pursuant to the UTTAcquisition Agreement.

12.5 Services Agreements

12.5.1 The Company entered into a services agreement with Clyde Blowers dated 28 February 2006whereby Clyde Blowers agreed to provide to the Company, and the other members of theGroup, certain head office and general administrative services, office space and the services ofScott Cunningham, Jim McColl and Bill Thomson.

During the term of the agreement, Clyde Blowers is required to apply such time and resourcesas are required to provide the services in accordance with the agreement. Specifically, theservices are to be provided in a manner consistent with the Group’s endeavours to meet its thencurrent targets and implement its then current business plan.

The agreement contains restrictions on the making of permanent changes in the composition ofthe personnel provided by Clyde Blowers to deliver the services and requires Clyde Blowers toreplace personnel who cease to be an employee of Clyde Blowers with new personnelreasonably acceptable to the Company within three months of the date of cessation of suchindividual’s services.

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The fees payable by the Company to Clyde Blowers in respect of the services are payablemonthly in advance together with exceptional out of pocket expenses incurred from time totime. In the period of 12 months ending on 15 March 2007 (being the latest practicable dateprior to publication of this document) in respect of the services provided under this agreement£369,058 was paid to Clyde Blowers in respect of fees (and expenses), excluding VAT.

Either party may terminate the agreement on not less than three months’ prior written notice orforthwith upon the other party suffering an event of insolvency. Either party may terminate theagreement following a material breach of its terms by the other party. Where such a breach iscapable of remedy, the party in breach has a period of fourteen days from written notificationof the breach during which to remedy the breach, failing which the other party may terminatethe agreement forthwith by written notice. The agreement may also be terminated where anevent of force majeure prevails for a continuous period in excess of ninety days.

The agreement contains an indemnity by Clyde Blowers in favour of the Company in respectof any claims or demands which may be made against the Company in respect of UK incometax, PAYE and/or national insurance contributions in relation to the services fees.

12.5.2 InBulk entered into a services agreement with Clyde Blowers dated 28 February 2006 whereby(as amended by agreement dated 28 November 2006) Clyde Blowers provides to InBulk andits subsidiaries from time to time the services of a director and chairman of InBulk, generaloffice and administration services and company secretarial services.

During the term of the agreement, Clyde Blowers is required to apply such time and resourcesas are required to provide the services in accordance with the agreement. Specifically, theservices are to be provided in a manner consistent with InBulk’s endeavours to meet its thencurrent targets and implement its then current business plan.

The agreement contains restrictions on the making of permanent changes in the composition ofthe personnel provided by Clyde Blowers to deliver the services and requires Clyde Blowers toreplace personnel who cease to be an employee of Clyde Blowers with new personnelreasonably acceptable to InBulk within three months of the date of cessation of suchindividual’s services.

The fees payable by InBulk to Clyde Blowers in respect of the services are payable monthly inadvance together with exceptional out of pocket expenses incurred from time to time. In theperiod of 12 months ending on 15 March 2007 (being the latest practicable date prior topublication of this document) in respect of the services provided under this agreement £60,771was paid to Clyde Blowers in respect of fees (and expenses), excluding VAT.

Either party may terminate the agreement on not less than three months’ prior written notice orforthwith upon the other party suffering an event of insolvency. Either party may terminate theagreement following a material breach of its terms by the other party. Where such a breach iscapable of remedy, the party in breach has a period of fourteen days from written notificationof the breach during which to remedy the breach, failing which the other party may terminatethe agreement forthwith by written notice. The agreement may also be terminated where anevent of force majeure prevails for a continuous period in excess of ninety days.

The agreement contains an indemnity by Clyde Blowers in favour of InBulk in respect of anyclaims or demands which may be made against InBulk in respect of United Kingdom incometax, PAYE and/or national insurance contributions in relation to the services fees.

12.5.3 The Company entered into a services agreement with Clyde Blowers dated 28 November 2006whereby Clyde Blowers provides legal services to the Company and its subsidiaries from timeto time.

During the term of the agreement, Clyde Blowers is required to apply such time and resourcesas are required to provide the services in accordance with the agreement. Specifically, theservices are to be provided in a manner consistent with the Company’s endeavours to meet itsthen current targets and implement its then current business plan.

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The agreement contains restrictions on the making of permanent changes in the composition ofthe personnel provided by Clyde Blowers to deliver the services and requires Clyde Blowers toreplace personnel who cease to be an employee of Clyde Blowers with new personnelreasonably acceptable to the Company within three months of the date of cessation of suchindividual’s services.

The agreement limits the Clyde Blowers’ liability under contract, delict, statute or otherwise to£56,499 per annum.

The fees payable by the Company to Clyde Blowers in respect of the services are payablemonthly in advance together with exceptional out of pocket expenses incurred from time totime. In the period of 12 months ending on 15 March 2007 (being the latest practicable dateprior to publication of this document) in respect of the services provided under this agreement£32,958 was paid to Clyde Blowers in respect of fees (and expenses), excluding VAT.

Either party may terminate the agreement on not less than three months’ prior written notice orforthwith upon the other party suffering an event of insolvency. Either party may terminate theagreement following a material breach of its terms by the other party. Where such a breach iscapable of remedy, the party in breach has a period of fourteen days from written notificationof the breach during which to remedy the breach, failing which the other party may terminatethe agreement forthwith by written notice. The agreement may also be terminated where anevent of force majeure prevails for a continuous period in excess of ninety days.

The agreement contains an indemnity by Clyde Blowers in favour of the Company in respectof any claims or demands which may be made against the Company in respect of UnitedKingdom income tax, PAYE and/or national insurance contributions in relation to the servicesfees.

12.5.4 Pursuant to a services agreement between CMH and InBulk dated 28 February 2006, asamended by agreement dated 28 November 2006, CMH provides to InBulk and its subsidiariescertain research and development services and office and general administrative services fromtime to time.

During the term of the agreement (as amended), CMH is required to apply such time andresources as are required to provide the services in accordance with the agreement.Specifically, the services are to be provided in a manner consistent with InBulk’s endeavoursto meet its then current targets and implement its then current business plan.

The agreement contains restrictions on the making of permanent changes in the composition ofthe personnel provided by CMH to deliver the services and requires CMH to replace personnelwho cease to be an employee of CMH with new personnel reasonably acceptable to InBulkwithin three months of the date of cessation of such individual’s services.

The fees payable by InBulk to CMH in respect of the services are payable monthly in advancetogether with exceptional out of pocket expenses incurred from time to time. In the period of12 months ending on 15 March 2007 (being the latest practicable date prior to publication ofthis document) in respect of the services provided under this agreement £115,332 was paid toCMH in respect of fees (and expenses), excluding VAT.

Either party may terminate the agreement on not less than three months’ prior written notice orforthwith upon the other party suffering an event of insolvency. Either party may terminate theagreement following a material breach of its terms by the other party. Where such a breach iscapable of remedy, the party in breach has a period of fourteen days from written notificationof the breach during which to remedy the breach, failing which the other party may terminatethe agreement forthwith by written notice. The agreement may also be terminated where anevent of force majeure prevails for a continuous period in excess of ninety days.

The agreement contains an indemnity by CMH in favour of InBulk in respect of any claims ordemands which may be made against InBulk in respect of United Kingdom income tax, PAYEand/or national insurance contributions in relation to the services fees.

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12.6 UBC Worldbulk (Asia) Sdn. Bhd. Joint Venture (“UBC Worldbulk (Asia)”)

UBC has entered into a joint venture with Infinity Asia Pacific Sdn Bhd (“Infinity”) to carry out thebusiness of dry bulk logistics to, from and within Malaysia and liquid bulk logistics from Malaysia toSingapore, InterBulk, Thailand, Philippines, Taiwan, China, Vietnam and any other country agreedbetween the parties from time to time.

The joint venture agreement (dated 1 April 2005) provides for UBC Worldbulk (Asia) to beestablished under Malaysian law with each of the parties holding an equal number of shares in thecompany and each shareholder being entitled to appoint an equal number of directors to thecompany’s board of directors.

Any liability under any guarantees or indemnities given by either party in respect of the obligationsof the JV Company, including any legal and other costs, shall be split 50/50 between the shareholders.

The agreement contains restrictive covenants which apply during the period of the agreement and fora period of one year following either party ceasing to have an interest in the shares. The covenantsprohibit either party being interested in containerised bulk logistics for Malaysian based customers inMalaysia as well as soliciting customers or employees of the JV Company.

12.7 Sale of Root Crop Transport Business

On 2 May 2006, UBC sold to AB Texel BV the fixed assets and goodwill relating to the business ofproviding bulkers and trailers for the transportation of root crops (the “Root Crop Business”). Underthe relevant agreement, AB Texel BV was responsible for discharging all outstanding obligationsunder any customer contract relating to the Root Crop Business.

The consideration payable was £450,000 plus VAT. Other than a warranty to title and a statement thatthere are no employees in the Business, UBC granted no warranties in respect of the sale.

UBC granted an indemnity to AB Texel BV in respect of any liabilities and/or obligations for whichAB Texel BV does not agree to assume responsibility, and AB Texel BV granted a warranty to UBCin respect of any liabilities relating to the operation of the Root Crop Business from the date ofcompletion (including the performance of the customer contracts).

UBC and all members of the group of companies of which it formed part are prohibited from (i) beinginvolved in any activity which is “substantially the same” as the Root Crop Business within WesternEurope for a period of two years and (ii) soliciting any customer of the Root Crop Business whichwas a customer either at or during the two years preceding completion.

13. US DEPARTMENT OF JUSTICE INVESTIGATION

In June 2004, UTT Inc, together with other companies in the Tankcontainer industry, received a grand jurysubpoena from the Antitrust Division of the United States Department of Justice (“DOJ”) seeking documentsrelating to UTT’s business. UTT Inc has informed the DOJ that it is committed to cooperating with theinvestigation and has produced documents responding to the subpoena. To date no indictments have beenissued, or other public proceedings initiated, against any member of the UTT Group, any current or formerUTT employees, or any other companies or individuals in connection with the DOJ investigation. The USgrand jury process is conducted in secret and the proceedings, while ongoing, remain at a preliminary stage.As a result, it is not possible to predict the outcome of the investigation or to quantify the likely consequencesfor UTT.

The investigation could be closed without enforcement action against UTT, or it could continue for severalmonths or years. Even if the investigation eventually is closed without an enforcement action against UTT,responding to investigative demands for documents and witnesses could still entail significant expense. IfUTT ultimately is indicted, then UTT’s legal expenses will be much more significant; and if a US courtultimately determines that UTT engaged in unlawful conduct, UTT could be required to pay monetarypenalties that would be material in the context of the Enlarged Group. In addition, a criminal indictment inthe DOJ investigation would significantly increase the risk of associated private antitrust actions.

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UTT Inc. having considered all the circumstances of the investigation, has made no provisions related to theDOJ investigation in the financial statements set out in Part V of this Document.

After completing the UTT Acquisition, the Company has continued to cooperate with the DOJ and will takeaction to minimise the costs and exposure of the DOJ investigation.

14. LITIGATION

14.1 Subject to those matters referred to in paragraphs 14.2 and 14.3 below, no legal or arbitrationproceedings are active, pending or threatened against, or being brought by, the Enlarged Group whichare having or may have a significant effect on the Enlarged Group’s financial position.

14.2 The following legal or arbitration proceedings are active, pending or threatened against, or beingbrought by, the Group and are having or may have a significant effect on the Enlarged Group’sfinancial position:

14.2.1 Please see paragraph 13 of this Part VII of this Document, above, for details of an on-going USDepartment of Justice investigation.

14.2.2 Rohm and Haas Incident

At the beginning of August 2006, one of the UTT tank containers was transporting a non-hazardous product from USA to France. Whilst being driven through France, the productstarted to vent out of the tank. This resulted in 200 firemen attending the scene and the roadbeing closed for 2 days. It is not known yet if there were any injuries resulting from theincident. The product being transported was classified as non-hazardous in the USA but is notclassified in the EC.

The Company does not consider that UTT was at fault in any way in relation to the incident.

14.2.3 In October 2004, a Tankcontainer owned by UTT containing thioglycol was shipped fromRotterdam, The Netherlands to Louisville, Kentucky, USA. While located in a rail yard ownedby Norfolk Southern Railway Company and operated by Container Port Group (“CPG”),approximately 150 gallons of thioglycol was released from the Tankcontainer into theenvironment. Due to the nature of thioglycol, it was necessary to temporarily evacuate anumber of nearby residents.

UTT’s position is that the release was caused by the Tankcontainer being mishandled at the railyard by CPG. Accordingly, UTT denies any liability in respect of the incident. However, CPG’sposition is that the Tankcontainer did not comply with the applicable United States Departmentof Transportation regulations, and that, if the Tankcontainer had been compliant, no releasewould have occurred. UTT disputes CPG’s assessment of the applicable compliance regimeand is of the opinion that the technical structure and design of the Tankcontainer behaved as itshould in such a mishandling situation and actually prevented the environment from potentiallysignificant pollution.

CGP first made demand on UTT in March 2005 for indemnification for all past and future costsincurred by CPG as a result of the release. The demand was reiterated in June 2005, andaccompanied by an expert report supporting CPG’s allegations. UTT responded in September2005 with its own expert report, denying responsibility and liability. UTT then received afurther response from CPG’s expert on 11 November 2005 which commented on the issuesraised by UTT’s expert, and confirmed the conclusions reached in CPG’s expert’s first report.UTT does not agree with the conclusions reached by CPG’s expert and has asked its own expertto prepare a formal response.

On 11 November 2005 UTT was also notified by CPG that a person working as an independentcontractor at the Louisville, Kentucky rail yard at the time of the incident had filed a personalinjury lawsuit on 24 October 2005 against CPG and Norfolk Southern Railway Company. UTTunderstands that the claim was in respect of unspecified damages and economic losses

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allegedly suffered as a consequence of the fact that the claimant allegedly inhaled the toxic gasand that his skin allegedly became covered in a toxic substance that leaked from the mishandledTankcontainer. The claim is based on the allegation that the Tankcontainer was dropped andtoxic gases began to leak therefrom as a direct result of the negligence of CPG and NorfolkSouthern Railway Company and their failure to maintain a Material Safety Data Sheetregarding the chemical being transported. In its notification of 11 November 2005, CPGdemanded that UTT defend and indemnify CPG against the personal injury claim and advisedUTT that if it refused to do so CPG would file a third party complaint against UTT in relationto this matter. UTT again refused to accept any liability with respect to the incident andtherefore has informed CPG that it will not defend or indemnify CPG in relation to the personalinjury claim.

It has recently been brought to the attention of UTT that the case raised by the person workingas an independent contractor against CPG was settled by CPG for an amount as yetundisclosed.

It has also come to UTT’s attention that proceedings have recently been commenced in theUnited States District Court Western District of Kentucky (Louisville) by CPG against UTT inrespect of the incident referred to above for an amount which is not specified but which isstated to exceed US$75,000 (exclusive of interest and costs). UTT has received no additionalformal notification concerning the cost or damages allegedly incurred by CPG or any otherparty as a consequence of the release. Thus, as at the date of this Document UTT is not able tofurther quantify or otherwise estimate its potential exposure in relation to this matter.

UTT had previously notified its insurers regarding the circumstances described above. Initialindications at that time were that the insurers were unwilling to accept liability. The Directorsintend to review this position and to investigate whether further steps should be taken, giventhe recently raised court action, to progress this matter with UTT’s insurers.

14.3 There are no legal or arbitration proceedings which are active, pending or threatened against, or beingbrought by, the UTI Group and are having or may have a significant effect on the Enlarged Group’sfinancial position.

15. NO SIGNIFICANT CHANGE IN FINANCIAL POSITION

15.1 Save as disclosed in this Document, there has been no significant change in the financial or tradingposition of the Group since 30 September 2006, the date to which the last published statutory auditedaccounts were prepared.

15.2 Save as disclosed in this Document, there has been no significant change in the financial or tradingposition of the UTI Group since 30 September 2006, the date to which the accountants’ report on theUTI Group set out in Part IV of this Document was prepared.

There have been no recent trends in the costs referred to in Parts III and IV of this Document since 30September 2006 which would impact significantly on the Enlarged Group’s current financial year, nor doany known uncertainties, demands, commitments or events currently exist which are reasonably likely todo so.

16. INTELLECTUAL PROPERTY RIGHTS

The businesses of both the Group and the UTI Group rely on certain key intellectual property rights, whichare, or are expected to become, material to their respective businesses. Details of such key intellectualproperty rights are set out in paragraphs 16.1 and 16.2, below:

16.1 The Group

As indicated in paragraph 4.1 of Part I of this Document, the Group’s IT system is a key asset. Whilstthe maintenance and support of the Group’s IT function is outsourced to a third party servicesprovider, Excel-Sys Software & Consultancy whose principal role is system development and

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hardware management and maintenance. The Company’s management understands that UTT ownsthe intellectual property rights inherent in the Tankcontainer management software (other than genericbackground material).

The following is a summary of the key trademarks which are, or are expected to become, material tothe Group’s business:

Renewal DateMark Territory Status Owner (if any)

China Registered 13 October 2015

ISO-Veyor European Union Registered InBulk 3 December 2012

ISO-Veyor USA Application InBulk N/A

CLEANCAT European Union Application N/A

The following is a summary of the key patents which are, or are expected to become, material to theGroup’s business.

Renewal DatePatent Territory Status Owner (if any)

China Application InBulk N/A

Canada Application InBulk N/A

European Union Application InBulk N/A

Renewal DatePatent Territory Status Owner (if any)

Brazil Application InBulk N/A

Mexico Application InBulk N/A

USA Application InBulk N/A

Australia Application InBulk N/A

Japan Published InBulk N/A

G-type ISO-Veyor UK Published InBulk N/AG-type ISO-Veyor International PCT Application InBulk N/A

Fluidising system(H-type ISO-Veyor)

Fluidising system(H-type ISO-Veyor)

Fluidising system(H-type ISO-Veyor)

Fluidising system(H-type ISO-Veyor)

Fluidising system(H-type ISO-Veyor)

Fluidising system(H-type ISO-Veyor)

Fluidising system(H-type ISO-Veyor)

Fluidising system(H-type ISO-Veyor)

CleanCat TechnologiesLimited

20 January 2013

20 August 2014

InBulk

CMH, althoughownership transferredto InBulk on 13 August2003. Title to beupdated by Registrar.

Registered

Applicationawaitingpublication

European Union

China

INBULKTECHNOLOGIESISOVEYOR

CMH, althoughownership transferredto InBulk on 13August 2003. Title tobe updated byRegistrar.

INBULKTECHNOLOGIES

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UK Application InBulk 27 June 2009

International PCT Application InBulk 22 April 2009

UK Application InBulk N/A

Pneumatic Conveying European Union Issued InBulk1 14 June 2020Pneumatic Conveying Norway Pending Clyde Blowers Limited2 14 June 2020Pneumatic Conveying Eurasian Granted Clyde Blowers Limited2 14 June 2020Pneumatic Conveying Korea Pending Clyde Blowers Limited2 14 June 2020Pneumatic Conveying South Africa Granted Clyde Blowers Limited2 14 June 2020Pneumatic Conveying Singapore Granted 14 June 2020

Pneumatic Conveying India Pending Clyde Blowers Limited2 14 June 2020Pneumatic Conveying Japan Published Clyde Blowers Limited2 14 June 2020Pneumatic Conveying Nigeria Granted Clyde Blowers Limited2 14 June 2020Pneumatic Conveying Australia Pending Clyde Blowers Limited2 14 June 2020Pneumatic Conveying International PCT National Clyde Blowers Limited2 14 June 2020Pneumatic Conveying Mexico Pending Clyde Blowers Limited2 14 June 2020Pneumatic Conveying Brazil Pending Clyde Blowers Limited2 14 June 2020Pneumatic Conveying Canada Pending Clyde Blowers Limited2 14 June 2020Pneumatic Conveying China Allowed Clyde Blowers Limited2 14 June 2020Pneumatic Conveying USA Issued 14 June 2020

Pneumatic Conveying Indonesia Granted Clyde Blowers Limited2 14 June 2020Pneumatic Conveying International PCT Application InBulk 14 June 2020

1 Jointly owned with CleanCut Technologies Limited. Title updated to InBulk Technologies Limited

2 Jointly owned with CleanCut Technologies Limited. Joint title being updated to show CleanCut Technologies and InBulk

3 Joint title being updated to show CleanCut Technologies Limited and InBulk

InBulk abandoned its patent application in respect of the V-type ISO-Veyor as its patent agentsadvised that it lacked the necessary inventive step. The “pneumatic conveying velocity control device(catalyst)” patent application noted above is in respect of a system of which the V-type ISO-Veyorforms part.

InBulk uses, under a licence from CMH dated 13 August 2003, certain unregistered intellectualproperty rights which it does not own and which are, or are likely to become, material to its business.The relevant intellectual property rights are unregistered intellectual property rights in CCBs (capacitypressure vessels) and related valve technology together with improvements in relation to the same.InBulk is permitted to use these rights for the purposes of its transportable free standing pneumaticconveying systems business and no other purpose. CMH is not permitted to license the relevantintellectual property rights for use in a business similar to InBulk’s business as aforesaid other than toInBulk. The licence is exclusive, worldwide, perpetual and royalty free. InBulk is prohibited from sublicensing the rights granted under the licence. InBulk is entitled to terminate the licence on sixty days’prior written notice. The licence will terminate as to particular unregistered intellectual property rightsif CMH ceases to have rights to the same under the deed of intellectual property ownership andmanagement between CMH and CleanCut dated 11 October 2002.

CleanCut TechnologiesLimited and InBulk

CleanCut TechnologiesLimited and ClydeBlowers Limited3

Vacuum conveyingvelocity control device

Transportable silo andair filtration system

Pneumaticconveying velocitycontrol device(catalyst)

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As indicated in this paragraph 16.1 InBulk owns a one half share of certain drill cuttings patentapplications. CleanCut owns the other half share of the relevant patent applications. InBulk does notconsider the drill cuttings patent applications to be, or likely to become, material to its business.

16.2 UTI Group

The UTI Group has no registered trademarks. Its main trading name is UBC.

The following is a summary of the key patents which are, or are expected to become, material to theGroup’s business:

Renewal DatePatent Territory Status Owner (if any)

A liner for bulk cargo containers Europe Application Linertech Limited N/A

A fluidising mat, container and container liner withsuch a mat UK Granted Linertech Limited 15 July 2024

A fluidising mat, containerand container liner with such a mat PCT Application Linertech Limited N/A

16.3 Save as disclosed in this Document, there are no patents or other intellectual property rights, licenses orparticular contracts which are or may be of fundamental importance to the Enlarged Group’s business.

17. THE TAKEOVER CODE

17.1 Interests and Dealings

17.1.1 Save as disclosed below, neither Atorka nor any person acting in concert with Atorka nor any directorsor associates (as defined in paragraph 17.1.4 below) of any of them nor any person connected withany of them (within the meaning of section 346 of the Act) owned, controlled or was interested,directly or indirectly, in any relevant securities or has rights to subscribe for, or short positions(including under a derivative) in, or an agreement to sell or take delivery of, or right to require anotherperson to purchase or take delivery of, any relevant securities on 15 March 2007 (the latest practicabledate prior to the publication of this Document), nor, save as set out below, has any such person dealtfor value in any relevant securities or lent or borrowed relevant securities during the disclosure period.Save as disclosed below, there have been no dealings by anyone mentioned above in the OrdinaryShares during the disclosure period.

Date Nature of transaction Number of Ordinary Shares Price (pence)

28 February 2006 Subscription for Ordinary Shares 15,000,000 2028 February 2006 Purchase 3,150,000 2212 April 2006 Purchase 4,500,000 233 July 2006 Purchase 300,000 2321 September 2006 Purchase 600,000 17

—————TOTAL HOLDING 23,550,000

17.1.2 Save as disclosed in paragraph 3 of this Part VII of this Document, none of the Directors nor anymember of their immediate families or related trusts, nor the Company, nor any associate of theCompany (as defined in 17.1.4 below) nor any person acting in concert with any of them owned,controlled or (in the case of the Directors and their immediate families) was interested, directly orindirectly, in any relevant securities or has rights to subscribe for, or short positions (including undera derivative) in, or an agreement to sell or take delivery of, or right to require another person topurchase or take delivery of, any relevant securities on 15 March 2007 (the latest practicable date priorto the publication of this Document) nor, has any such person dealt for value in, or borrowed or lentany relevant securities during the disclosure period. Neither the Company nor any of the Directorsowned, controlled or was interested, directly or indirectly, in any relevant securities of Atorka or hasrights to subscribe for, or short positions (including under a derivative) in, any relevant securities ofAtorka on 15 March 2007 (the latest practicable date prior to the publication of this Document).

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17.1.3 Neither Atorka nor the Company nor any associate (as defined in paragraph 17.1.4 below) of Atorkaor any of the directors, recent directors, shareholders or recent shareholders of the Company has anyarrangement with any person in relation to relevant securities. For the purposes of this paragraph,“arrangement” includes any indemnity or option arrangement and any agreement or understanding,formal or informal, of whatever nature which may be an inducement to deal or refrain from dealingor borrow or lend shares.

17.1.4 In this paragraph 17:

17.1.4.1 references to an “associate” of any company are to:

(a) its parent, subsidiaries and fellow subsidiaries, and their associated companies andcompanies of which such companies are associated companies;

(b) connected advisers (as defined in the Code) to it or a company covered in (a) above,including persons controlling, controlled by or under the same control as suchconnected adviser;

(c) its directors and the directors of any company in (a) above (together in each case withtheir close relatives and related trusts);

(d) its pension funds or the pension funds of a company covered in (a) above; and

(e) its employee benefit trusts or the employee benefit trusts of a company covered in (a)above; and

(f) any investment company, unit trust or other person whose investments an associate(as otherwise defined in this paragraph) manages on a discretionary basis, in respectof the relevant investment accounts;

17.1.4.2 ownership or control of 20 per cent, or more of the equity share capital of a company isregarded as the test of associated company status and “control” means a holding, oraggregate holdings, of shares carrying 30 per cent, or more of the voting rights attributableto the share capital of the Company which are currently exercisable at a general meeting,irrespective of whether the holding gives de facto control;

17.1.4.3 “relevant securities” means the Ordinary Shares and other securities convertible into orexchangeable for, rights to subscribe for and options (including traded options) in respectof, or derivatives referenced to, any of the foregoing and “interests in” relevant securitiesshall mean as set out in the definition of “interests in securities” in the Code;

17.1.4.4 “derivative” includes any financial product whose value, in whole or in part, is determineddirectly or indirectly by references to the price of any underlying security; and

17.1.4.5 the “disclosure period” is the period commencing on 15 March 2006, being the date 12months prior to the publication of this Document, and ending on 14 March 2007 being thelatest practicable date prior to the publication of this Document.

17.2 Middle Market Quotations

The following table sets out the middle market quotations for an Existing Ordinary Share, as derivedfrom the AIM Appendix of the London Stock Exchange Daily Official List on the first business dayof each of the six months immediately prior to 15 March 2007 (being the latest practicable date priorto the publication of this Document):

Date Price per Ordinary Share

2 October 2006 19.501 November 2006 17.001 December 2006 18.002 January 2007 16.251 February 2007 21.751 March 2007 19.2515 March 2007 21.5

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17.3 Responsibility of Atorka

Atorka and its directors accept responsibility for the information contained in this Document inrelation to themselves. To the best of their knowledge and belief the information contained in thisDocument for which they are responsible is in accordance with the facts and does not omit anythinglikely to affect the import of such information.

17.4 Interests of Atorka

The interests of Atorka in the Existing Share Capital of the Company, both immediately prior to andfollowing completion of the Proposals, are as follows:

Number of Percentage ofOrdinary Shares Share Capital

Immediately prior to the Proposals (see Note 1) 23,550,000 24.057%Immediately following the Proposals (see Note 2) 123,537,500 40.79%

Note 1: prior to the issue of the Placing Shares and the Consideration Shares, and assuming that none of the oustandingExisting Warrants is exercised, none of the Earn Out Shares is issued and none of the Options is exercised.

Note 2: assuming none of the outstanding Existing Warrants is exercised, none of the Earn Out Shares is issued and none ofthe Options is exercised.

18. GENERAL

18.1 The Company’s accounting reference date is currently 30 September.

18.2 Grant Thornton UK LLP has given and not withdrawn its written consent to the inclusion in thisDocument of its report contained in Part IV(C) in the form and context in which it is included and hasauthorised the contents of its report for the purpose of Schedule 2 of the AIM Rules.

18.3 CFA has given and not withdrawn its written consent to the issue of this Document with the inclusionin it of its name in the form and context in which it appears.

18.4 Panmure Gordon has given and not withdrawn its written consent to the issue of this Document withthe inclusion in it of its name in the form and context in which it appears.

18.5 Except as described in this Document, no persons (excluding professional advisers otherwisedisclosed in this Document and trade suppliers) have received, directly or indirectly, from theCompany within the 12 months preceding the Company’s application for Admission, and no personshave entered into contractual arrangements to receive, directly or indirectly, from the Company on orafter Admission:

18.5.1 fees, totalling £10,000 or more;

18.5.2 securities in the Company with a value of £10,000 or more calculated by reference to thePlacing Price; or

18.5.3 any other benefit with a value of £10,000 or more at the date of Admission.

18.6 The costs and expenses of, and incidental to, the Placing and Admission are payable by the Companyand are estimated to amount to £5 million (excluding VAT) and include corporate finance fees andcommissions inter alia.

18.7 The maximum total proceeds which can be raised by the Placing are £28 million and the maximumnet proceeds, after deduction of expenses, are £23 million.

18.8 The Ordinary Shares are in registered form and, following Admission, the Ordinary Shares will becapable of being held in uncertificated form. Settlement of the Placing will, at the option of Placees,be within CREST and Ordinary Shares will be delivered into the CREST accounts of such Placeesimmediately following the commencement of dealings at 8.00 a.m. on 11 April 2007. No temporarydocuments of title will be issued. Definitive share certificates for Placees not settling through CREST

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will be despatched by 18 April 2007. Prior to the despatch of such certificates, transfers will becertified against the register of members of the Company.

18.9 Save as disclosed in this Document, no exceptional factors have influenced the Company’s activities.

18.10 Save as disclosed in this Document, there have been no significant recent trends concerning thedevelopment of the Company’s business since its incorporation.

18.11 The Placing has been underwritten in full by Panmure Gordon. Panmure Gordon is registered inEngland and Wales as a private limited company under the Act with company number 1742592. Itsregistered office is at Moorgate Hall, 155 Moorgate, London EC2M 6XB.

18.12 The Placing Price of 20p per Ordinary Share represents a premium of 10p over the nominal value of10p per Ordinary Share.

18.13 No dividends have been paid by the Company since incorporation.

18.14 There are no arrangements known to the Company restricting the free transferability of its OrdinaryShares.

18.15 Save as disclosed in this Document, there are no arrangements known to the Company the operationof which may at a subsequent date result in a change of control of the Company.

18.16 No public takeover bids in relation to the Company have occurred during the Company’s last andcurrent financial year.

18.17 Mandatory Takeover Rules

The City Code is issued and administered by the Panel on Takeovers and Mergers. The City Codeapplies to all offers for public companies which have their registered office in the UK, Channel Islandsor the Isle of Man and which are considered by the Panel on Takeovers and Mergers to have their placeof central management and control in the United Kingdom, Channel Islands or the Isle of Man. TheCity Code therefore applies to the Company.

Under Rule 9 of the City Code, where: (i) any person acquires, whether by a series of transactionsover a period of time or not, an interest in shares which (taken together with shares in which he isalready interested and in which persons acting in concert with him are interested), carry 30 per cent.or more of the voting rights of a company subject to the City Code; or (ii) any person, together withpersons acting in concert with him, is interested in shares which in aggregate carry not less than 30per cent. of the voting rights of a company subject to the City Code, but does not hold shares carryingmore than 50 per cent. of such voting rights and such person, or any persons acting in concert withhim, acquires an interest in any other shares which increases the percentage of shares carrying votingrights in which he is interested, he will (except with the consent of the Panel on Takeovers andMergers) be obliged to make a general offer to shareholders to purchase their shares for cash at thehighest price paid by him or any person acting in concert with him during the twelve months prior tothe announcement of such offer. Depending on the circumstances, the persons acting in concert withhim may also have the obligation to extend an offer.

For the purposes of the City Code, persons acting in concert comprise persons who, pursuant to anagreement or understanding (whether formal or informal), co-operate to obtain or consolidate controlof a company or to frustrate the successful outcome of an offer for a company. Certain categories ofperson will be deemed or presumed to be acting in concert for these purposes in accordance with thedefinition set out in the City Code. Control means an interest or interests in shares carrying inaggregate 30 per cent. or more of the voting rights of the company, irrespective of whether suchinterest or interests give de facto control.

18.18 Squeeze-Out/Sell-Out Rules

If a “takeover offer” (as defined in section 428(1) of the Act) is made and the offeror, by virtue ofacceptances of such offer, acquires or contracts to acquire not less than nine-tenths in value of the

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shares of any class to which the offer relates, then the offeror would have the right to acquirecompulsorily the remaining shares of the minority shareholders for the offer price within a fixedperiod.

In such circumstances, the minority shareholders also have the right to require the offeror to buy theirshares at the offer price within a fixed period.

18.19 Third party information contained in this Document has been accurately reproduced and, as far as theCompany is aware and is able to ascertain from information published by that third party, no factshave been omitted which would render the reproduced information inaccurate or misleading.

19. AVAILABILITY OF THIS DOCUMENT

The following documents or copies thereof are available for inspection at the offices of CFA, Pountney HillHouse, 6 Laurence Pountney Hill, London EC4R 0BL during normal business hours on any weekday(Saturdays and public holidays excepted) and shall remain so available for at least one month afterAdmission.

19.1 the memorandum and articles of association of the Company;

19.2 the service contracts of Bill Thomson, Koert van Wissen, Roel Molenaar and Scott Cunningham,being the Executive Directors of the Company;

19.3 the material contracts of the Company and Atorka referred to in this Part VII of this Document;

19.4 the letter from Grant Thornton set out in Part IV of this Document;

19.5 the audited consolidated accounts of the Company for the financial periods ended 31 December 2005and 30 September 2006;

19.6 the written consent of City Financial Associates Limited;

19.7 the written consent of Panmure Gordon (Broking) Limited;

19.8 the written consent of Grant Thornton UK LLP;

19.9 the irrevocable undertakings to vote in favour of the Resolutions from Jim McColl, Bill Thomson,Koert van Wissen, Roel Molenaar, Alex Stewart, Graham Lees and Uberior Equity Limited; and anirrevocable undertaking to vote in favour of Resolution 1 from Atorka;

19.10 the memorandum and articles of association of Atorka;

19.11 the audited consolidated accounts of Atorka for the last two financial years;

19.12 full list of dealings of Atorka;

19.13 a copy of this Document.

16 March 2007

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INTERBULK INVESTMENTS PLC(Incorporated in England and Wales with Company Number 05308244)

(the “Company”)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at 1Redwood Crescent, East Kilbride, Glasgow G74 5PA on 10 April 2007 at 11.00 a.m. for the purpose ofconsidering and, if thought fit, passing the following resolutions, of which Resolution 1 will be proposed tobe passed as a special resolution and Resolution 2 will be proposed to be passed as an ordinary resolution(to be voted on a poll):

1. “THAT, subject to and conditional on Resolution 2 set out in this Notice having been passed andsubject to and conditional on Admission (as defined in the admission document issued by theCompany on 16 March 2007 of which the Notice of Extraordinary General Meeting containing thisresolution forms part (the “Admission Document”)):

1.1 the acquisition by the Company of 957,263 ordinary shares of 10p each, 12,381,920 preferredordinary shares of 10p each and 89,682 ordinary B shares of 10p each in United TransportInternational Limited (“UTI”) (being all the shares in its issued share capital), on the terms set out inthe Admission Document, be and is hereby approved;

1.2 the authorised share capital of the Company be and is hereby increased from £20,000,000 to£40,000,000 by the creation of an additional 200,000,000 new ordinary shares of 10p each, eachhaving the same rights in all respects to the existing ordinary shares of 10p each in the capital of theCompany;

1.3 the directors be and are hereby generally and unconditionally authorised pursuant to section 80 of theCompanies Act 1985 (as amended) (the “Act”) (and in substitution for any existing power to allotrelevant securities) to exercise all the powers of the Company to allot relevant securities (as definedin subsection 80(2) of the Act) up to a maximum nominal amount of £33,944,654 during the periodcommencing on the date of the passing of this resolution and expiring five years from the date of thepassing of this resolution, but so that this authority shall allow the Company to make, before theexpiry of this authority, offers or agreements which would or might require relevant securities to beallotted after such expiry and notwithstanding such expiry the directors may allot relevant securitiesin pursuance of such offers or agreements;

1.4 the directors be and are hereby empowered pursuant to section 95 of the Act to allot equity securities(as defined in section 94 of the Act) pursuant to the authority given in accordance with section 80 ofthe Act referred to in paragraph 1.3 of this resolution, as if subsection 89(1) of the Act did not applyto any such allotment, provided that this power shall be limited to the allotment of equity securitiesor the transfer of equity securities which are held by the Company in treasury:

(i) in connection with or the subject of an offer or invitation, open for acceptance for a period fixedby the directors, to holders of ordinary shares and such other equity securities of the Companyas the directors may determine on the register on a fixed record date in proportion (as nearly asmay be) to their respective holdings of such securities or in accordance with the rights attachedthereto (including equity securities which, in connection with such offer or invitation, are thesubject of such exclusions or other arrangements as the directors may deem necessary orexpedient to deal with fractional entitlements that would otherwise arise or with legal orpractical problems under the laws of, or the requirements of any recognised regulatory body orany stock exchange in, any territory or otherwise howsoever);

(ii) pursuant to the terms of any share option scheme adopted by the Company, and any sharesacquired or held by the Company in treasury may be transferred in satisfaction of the exerciseof options under any such share option scheme;

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(iii) pursuant to the Existing Warrants and the Proposed Warrants (as defined in the AdmissionDocument);

(iv) in connection with the Placing (as defined in the Admission Document); and

(v) (otherwise than pursuant to sub-paragraphs (i), (ii), (iii) and (iv) above) up to an aggregatenominal amount of £1,514,460,

and shall expire at the conclusion of the Annual General Meeting of the Company in 2008, or, ifearlier, on the date falling 15 months after the date of the passing of this resolution, except that theCompany may before such expiry make offers or agreements which would or might require equitysecurities to be allotted after such expiry and notwithstanding such expiry the directors may allotequity securities in pursuance of such offers or agreements and all authorities previously conferredunder section 95 of the Act be and they are hereby revoked, provided that such revocation shall nothave retrospective effect.”

2. THAT, the waiver granted by the Panel on Takeovers and Mergers, conditional on the passing of thisResolution on a poll by the Independent Shareholders (as defined in the admission document issuedby the Company on 16 March 2007 (the “Admission Document”)), of the obligation that wouldotherwise arise on Atorka, (as defined in the Admission Document) to make a general offer to theshareholders of the Company pursuant to Rule 9 of the Takeover Code for the entire issued sharecapital of the Company as a result of the issue of 99,987,500 Ordinary Shares (as defined in theAdmission Document) to Atorka pursuant to the Proposals (as defined in the Admission Document)which, together with Atorka’s existing holding of 23,550,000 Ordinary Shares, will representapproximately 40.79 per cent. of the Enlarged Share Capital (as defined in the Admission Document),be and is hereby approved.

By Order of the Board

Scott T CunninghamCompany Secretary

Dated: 16 March 2007

Registered Office:1 London WallLondonEC2Y 5AB

Notes:

1. A member of the Company entitled to attend and vote at the meeting may appoint one or more proxies to attend and (on a poll)vote in place of him. A proxy need not be a member of the Company.

2. A Proxy Form is provided with this notice. Completion and return of such a proxy will not prevent a member from attending themeeting and voting in person.

3. To be effective the Proxy Form and any power of attorney or other authority under which it is signed (or a notarially certifiedcopy of such authority) must be deposited with the Company’s registrars, Capita Registrars, at Proxy Processing Centre, TelfordRoad, Bicester OX26 4LD or by hand to The Registry, 34 Beckenham Road, Kent BR3 4TU, not later than 11 a.m. on 8 April2007.

4. The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members ofthe Company entered on the register of members of the Company at 11 a.m. on 8 April 2007 shall be entitled to attend or voteat the meeting in respect of the number of shares registered in their name at that time. Changes to entries in the register ofmembers of the Company after that time will be disregarded in determining the rights of any person to attend or vote at themeeting.

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sterling 87391