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ANNUAL REPORT 2005

BUILDING HOMES
CREATING COMMUNITIES

www.crestnicholson.com

CREST NICHOLSON IS A RESIDENTIAL AND


MIXED-USE DEVELOPMENT COMPANY
WITH EMPHASIS ON CREATING
SUSTAINABLE COMMUNITIES

Contents
Financial Highlights
Annual Review
Sustainable Development
Directors and Advisers
Directors' Report
Statement of Directors' Responsibilities
Independent Auditors' Report
Consolidated Profit & Loss Account
Group and Company Balance Sheets
Consolidated Cash Flow Statement
Accounting Policies
Notes to the Accounts
Corporate Governance
Remuneration Report
Five Year Record
Group Directory
Shareholder Information

1
4
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22
24
27
30
32
33
34
35
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48
51
57
58
59

Crest Nicholson Annual Report 05

2005

2004

714.3m + 11%
97.0m + 2%
81.3m - 1%

Turnover
(Including joint ventures)

Operating profit

643.2m

94.9m

(Including joint ventures and before exceptional costs)

Pre-tax profit
(before exceptional costs)

Earnings per share


(before exceptional costs)

Dividends per share

48.9p - 1%

49.4p

12.9p + 5%

12.3p

2005

Exceptional costs
Pre-tax profit
Earnings per share
100

82.1m

2004

2.1m
79.2m
47.0p

82.1m
49.4p

Five years pre-tax profit


(before exceptional costs)
82.1m

81.3m

2004

2005

74.6m

80
63.0m

60

50.5m

40

20

0
2001

2002

2003

Crest Nicholson Annual Report 2005

AT PORT MARINE, IMAGINATIVE


ARCHITECTURAL SOLUTIONS COMBINED
WITH A HIGH QUALITY LANDSCAPE
AND PUBLIC REALM HAS CREATED
A THRIVING NEW COMMUNITY.
Richard Dowding Project Director,
North Somerset Council
IMAGE: Port Marine, Portishead

Annual Review

Results
We are delighted to report another strong set
of results for Crest Nicholson PLC which was
achieved in challenging market conditions.
Our mix of business combined with the
strength of our land bank enabled us to
perform resiliently throughout the year.

Trading
Housing
Against a background of more challenging
market conditions, open market housing
completions were up 3% to 1,865
(2004: 1,812), slightly higher than we
predicted at the interim stage.

Turnover was up 11% to 714.3m


(2004: 643.2m). 2005 was a record year for
Crest's operating profit which was
up 2% before exceptional costs to 97.0m
(2004: 94.9m).

As expected, completions of affordable


units sold to housing associations were
lower at 621 (2004: 712) because of a
temporary dip in the contracted
programme. However, this comfortably
exceeded our expectation at the interim
stage of around 550 units because of
improved rates of production in the
second half.

Profit before tax and exceptional costs was


down 1% to 81.3m (2004: 82.1m).
The exceptional costs of 2.1m relate
to professional fees in connection with the
abortive approach from Heron Corporation
incurred in the first half of 2005. Profit before
tax after exceptional items was 79.2m
(2004: 82.1m).

The average selling price rose by 5% to 220k


(2004: 210k) due to sales mix changes.
The open market average selling price was
virtually unchanged at 245k (2004: 244k)
while the average selling price of affordable
units increased by 15% to 142k
(2004: 123k).

1 John Matthews, Chairman


2 Stephen Stone, Chief Executive
3 Port Marine, Portishead
3

Open market and affordable housing


completions in total were down 1.5% at 2,486
units (2004: 2,524 units).

Annual Review

In our year end trading statement issued in


November 2005 we announced that, with
effect from 2006, revenue on housing units
will be recognised upon legal completion
rather than on exchange of contracts and
build completion as in 2005. We see
significant operational and cash flow
advantages in bringing the revenue
recognition point into line with cash
collection and this change also brings Crest
into line with its peer group.
Changing the revenue recognition point from
build completion to legal completion has a
significant effect on the restated 2005
comparatives because of an unusual
bunching of apartments at the end of 2004
which legally completed in early 2005 as set
out in the table below:
Build completion (existing basis)

Legal completion (new basis)

Looking forward to 2006, we would not


expect to match the restated open market
unit completions in the first half of the year
because of the abnormal bunching of
apartment completions referred to above but
would expect open market unit completions
for the full year to be similar to the restated
2005 level of 1,997. We would expect a
doubling of affordable unit completions to
around 900 units.
Our housing forward sales position at the
year end was 13% up at 227.9m
(2004: 201.1m). Upon restatement to legal
completion, forward sales at October 2005
rise to 389.6m (2004: 387.4m). Our current
forward sales position and legal completions
to date represent over 50% of the 2006 target.

Open market
Affordable
Total units
Open market
Affordable
Total units

Half Year 2005


830
256
1,086
1,057
300
1,357

Full Year 2005


1,865
621
2,486
1,997
457
2,454

Crest Nicholson Annual Report 2005

Land Sales
Land sales continue to be an integral part of
Crest's method of operation as our strength
in land buying and planning enables us to
secure more developable land than we need
for our own production requirements.
As planned, the land sale programme for
2005 exceeded 2004 levels and was similar to
that achieved in 2003. Land sales were
75.6m (2004: 44.7m, 2003: 74.0m).
Demand for housing land remains good and,
provided that our price expectations are met,
we would expect the 2006 land sale
programme to be similar to 2005.
Mixed Use Commercial
As anticipated, commercial property sales
from our mixed use schemes grew strongly
and ended the year up 35% at 92.8m (2004:
68.6m). The revenue increase reflects
construction progress on offices and retail
properties at Bristol Harbourside and
Riverside, Hemel Hempstead.

Looking forward to 2006, we expect to finish


Riverside, Hemel Hempstead and to bring
through the first revenues from our urban
regeneration scheme in Camberley.
Overall commercial property sales in 2006
are likely to be similar to 2005.
Margins
Gross margins were down 1.7% to 20.7%
(2004: 22.4%) for 3 reasons. First, mixed use
commercial sales, which carry a lower gross
margin than housing, grew strongly and
formed a larger proportion of total sales in
2005 than in 2004. Second, we increased the
use of sales incentives to maintain volume.
Third, modest levels of build cost inflation
reduced margin.
The overhead percentage of sales improved
to 7.1% (2004: 7.6%) due to turnover gains
and strong overhead control.

Housing and Commercial Portfolios


Our strong land bank and agreed pipeline of
urban regeneration projects enabled us to
adopt a more selective land buying stance in
2005 and we secured short term land with a
projected development value of 750m
(2004: 883m).

The current mixed-use commercial land


portfolio amounts to 1.62m square feet
(2004: 1.83m square feet) with a development
value of 450m (2004: 418m). The majority
of this relates to the mixed-use schemes at
Bristol Harbourside, Farnham, Camberley
and Chertsey North.

The short term housing portfolio remains


strong at 14,945 plots (2004: 15,060 plots)
with a projected development value of
2.76bn (2004: 2.89bn). At the current level
of turnover the short term housing portfolio
represents 5 years' supply.

These housing and commercial statistics


now include urban regeneration projects
contracted in the year at Bath Western
Riverside (Phase 1) and Camberley.

Our housing strategic land bank consists of


12,181 plots (2004: 13,182 plots). In 2005 we
converted 495 plots from the strategic to the
short term portfolio and the prospects for
bringing more through in 2006 remain good.
1

Operating margins (before exceptional costs)


were therefore 13.6% (2004: 14.8%).

1 Kings Warren, Newmarket


2 Park Central, Birmingham

Annual Review

Crest Nicholson Annual Report 2005

WORKING IN A TRUE PARTNERSHIP WITH


BIRMINGHAM CITY COUNCIL,
OPTIMA COMMUNITY ASSOCIATION AND
EXISTING RESIDENTS, CREST NICHOLSON
HAS DEMONSTRATED THE VISION AND
COMMITMENT REQUIRED TO INSPIRE
AND DELIVER THIS NEW AND EXCITING
MIXED-USE QUARTER IN THE HEART
OF BIRMINGHAM.
Albert Bore Former Leader,
Birmingham City Council.
IMAGE: Park Central, Birmingham

Crest Nicholson Annual Report 2005

IMAGE: thehub:mk, Milton Keynes


(Computer Generated Illustration)

10

Crest Nicholson Annual Report 2005

In addition to the contracted housing and


commercial land bank shown above, there is a
pipeline of agreed but not contracted
regeneration projects at Oakgrove Milton
Keynes, Penarth Heights and later phases of
Bath Western Riverside. The agreed pipeline
at October 2005 represents a further 540m of
future development value. Since the 2005 year
end, Oakgrove Milton Keynes has contracted
and our 50% share of this 2,000 unit project
has moved to the short term housing portfolio.
Financial Position
Shareholders funds increased by 39m or
12% to 367.4m. The net assets attributable
to the ordinary shares are equivalent to 294p
per share compared with 260p at October
2004, an increase of 13%.

Changes of Accounting Policy and


adoption of IFRS
As noted above, with effect from 2006,
revenue on housing units will be recognised
upon legal completion rather than on build
completion as in 2005. If this change had
been adopted in 2005, profits before tax
would have been 11.2m higher because of
the unusually high numbers of apartments
which were exchanged and build complete
at the 2004 year end but were not legally
completed until 2005.
Crest is also implementing International
Financial Reporting Standards (IFRS) for
the 2006 financial year.

The impact of these changes of accounting


policy will be finalised and reported in full
The Group's capital employed of 527.4m has in February.
increased by 20.6m and the return on
average capital employed is 18.4% compared Their anticipated effect is summarised
to 21.7% in 2004.
below:
The Group has negotiated a 33% reduction
in the margins paid on its five year Revolving
Credit Facility and increased it by 30m to
255m. This, together with the 120m US
Private Placement and overdraft facilities,
means that the Group now has total
borrowing facilities available of 380m
(2004: 352m).
On 2 November 2005, the 5.5% Cumulative
Redeemable Preference Shares of 38m
were repaid at par. The repayment of the
preference shares has converted non tax
deductible preference dividends into tax
deductible interest charges. While this
reduces profit before tax by around 2m,
earnings per share are enhanced.

Dividend
We are recommending a final dividend of
8.7p per share. This will give a total for
the year of 12.9p, up 5% (2004: 12.3p).
The dividend will be covered 3.6 times
(2004: 4.0 times). The final dividend will be
paid on 12 April 2006 to shareholders on the
register at 24 March 2006.
Awards
The Company's significant contribution to
urban regeneration was recognised at the
annual Building Regeneration Awards in
December 2005 where Crest received the
awards for the Regeneration Developer of
the Year, the Regeneration Partnership of the
Year and Regeneration Housebuilder of the
Year. This triple success further underpins
Crest's reputation for excellence in the urban
regeneration field and should help create
further opportunities for the Group in this
important market.

The combined effect of accounting policy changes on the profit before tax is:
m
Profit before tax after exceptional costs per UK GAAP
Net increase in cost of sales arising principally from expensing
sales and marketing
Preference dividend reclassified as finance cost
Net impact of discounting deferred payments (principally land creditors)
Other

79.2

Profit before tax restated for IFRS


Housing gain arising from change to legal completion

67.7
11.2

Profit before tax restated for IFRS and change to legal completion

78.9

(4.7)
(2.1)
(2.7)
(2.0)

The combined effect of accounting policy changes on capital and reserves is:
m

Board Changes
In September 2005, we announced the
retirement of John Callcutt as Chief
Executive Officer (CEO) and his appointment
as Non-Executive Deputy Chairman with
effect from 1 November 2005. In this role,
John will continue to promote the Company's
expertise in sustainable development and to
develop our urban regeneration strategy.
Stephen Stone was promoted to CEO with
effect from 1 November 2005.

Capital and reserves per UK GAAP


Preference capital (repaid on 2 November 2005)

367.4
(38.0)

Equity and reserves


Pension fund deficit
Reduction in stock (principally sales and marketing costs expensed)
Final dividend not accrued
Other revenue recognition deferrals
Deferred payments and currency swaps

329.4
(26.1)
(12.0)
9.8
(7.8)
(4.2)

Equity and reserves restated to IFRS


Deferred profit on change to legal completion

289.1
(23.0)

Equity and reserves restated for IFRS and change to legal completion

266.1

In addition, Crest will bring its accounting policy for recognising land stock and land creditors
into line with the peer group. This change has no impact on net asset value.

Annual Review

11

Business Development and Improvement


Crest is now recognised as a market leader
in urban regeneration and we intend to
build on this base. We have the capability to
design and manage large scale sustainable
developments in an urban environment and
have established a reputation for
successful delivery.
Establishing our leading position in urban
regeneration has required significant
investment both in product and overhead.
We have tested a wide range of designs and
built up skills to deliver solutions which meet
local and national planning and design
objectives. We are now working to extract
maximum benefit from this investment and
to eliminate cost through the simplification
of our product range and by focusing on
proven designs and construction methods.
Our aim is to drive up operating margins
through a range of cost reduction initiatives,
both in relation to urban regeneration
projects and elsewhere in the business.
To this end, business improvement
workgroups have been set up for each
function of our business, and these are
chaired by an operating unit managing
director. The role of these workgroups is to
deliver bottom line gains through targeted
savings.

12

We are targeting annualised reductions in


our product and overhead cost base of 10m
by 2008. We expect this process to enhance
future shareholder returns by improving cost
effectiveness whilst maintaining the
excellence of our product.
Bringing large scale regeneration projects
into production is a lengthy process, but the
Group will begin to see an increasing
contribution from these schemes in 2007
and later years.
Outlook
Our strong performance in 2005
demonstrates the resilience and flexibility of
our business mix in challenging market
conditions. We are particularly excited by our
progress in mixed use and urban
regeneration which we expect to be key
components in the Group's future earnings
growth. In addition, we have initiated a
business improvement programme in order
to maximise returns and we expect to deliver
10m of cost savings per annum by 2008.

Our strong current forward order position


and legal completions to date represent over
50% of our targeted housing sales for 2006.
While it is too early to predict the outcome
for 2006, early signs of an improving market,
particularly in the South East, make us
cautiously optimistic.
John Matthews
Chairman

Stephen Stone
Chief Executive

1 Park Central, Birmingham


2 The Arboretum,
near St Albans

Annual Review

Crest Nicholson Annual Report 2005

13

CREST NICHOLSON RETAINS BOTH


RESIDENTIAL AND COMMERCIAL
EXPERTISE AND IS ONE OF THE FEW
DEVELOPERS ABLE TO CONCEIVE
AND DELIVER COMPREHENSIVE
SOLUTIONS ON LARGE SCALE
MIXED-USE DEVELOPMENTS.
Colin Molton Director of Operations
and Development, SWRDA
IMAGE: Harbourside,Bristol
(Computer Generated Illustration)

14

Crest Nicholson Annual Report 2005

15

Sustainable
Development

Corporate Social Responsibility


Over the last four years Crest Nicholson has
responded to social and environmental
development opportunities and risks by
adjusting its business strategy to meet
market conditions. Crest has differentiated
itself as a market leader by establishing a
track record of delivering innovative, inspiring
developments, with genuine attention to
detail and first rate customer service. These
core values have provided Crest with a firm
base from which to deliver and create large
scale urban regeneration schemes and truly
sustainable communities.
Since 2002 the Committee for Social
Responsibility has monitored the Groups
Sustainable Development policy,
management systems and annual
performance reporting. The sustainable
development policies and procedures are
integrated with those of Human Resources,
Sales and Marketing and Health and Safety.
To assess progress in all of these areas Crest
participated in the Business in the
Community benchmarking index for 2004
and was ranked as the only house builder in
the Top 100 "Companies That Count" index.

16

Sustainable Development

The Group performed well in the areas of


social and environmental strategy and
integration of corporate responsibility.
Market place and work place management
performance was also outstanding.
Crests position was also benchmarked
against the UKs leading house builders by
Insight Investment, the asset manager for
HBOS, and the WWFs One Million
Sustainable Homes Campaign. In 2005, the
Group achieved joint first position, an
improvement from fifth position in 2003,
when the data was last measured.
Crests performance was attributed by
Insight Investment to an increasingly
comprehensive, strategic and systematic
approach in responding to Government policy
and market imperatives to deliver
sustainable homes and communities.

Sustainable Development
Significant progress has been made in
establishing a reputation as a sustainable
developer, in partnership with local
planning authorities, housing associations
and other agencies. The provision of high
quality built environments, combined with
good public services and infrastructure,
contribute to a better standard of living.
By investing in human resources,
providing outstanding customer service
and responding to the demand for
urban renewal shareholder value will
be increased.
Crests strategy to develop high quality
mixed-use residential and commercial
communities is beginning to deliver social,
economic and environmental benefits. This,
together with innovation and the
introduction of modern methods of
construction, will help Crest meet its key
environmental commitments. These are to
reduce greenhouse gas emissions, help
develop markets for renewable energy
supply, reduce construction waste, re-use
and recycle materials, and introduce
domestic water saving devices.

Partnering with innovative contractors and


suppliers also enables Crest to increase the
quality, speed and efficiency of its production
whilst protecting the environment.
The Company is committed to help meet the
demand for affordable homes for a much
wider section of society. It has become a
partner of choice to the public and private
sectors through product differentiation. In
November 2005, SixtyK, a consortium
comprising Crest as developer, Kingspan as
supplier and Sheppard Robson as architect,
was announced as one of the first winning
consortia in the Office of the Deputy Prime
Ministers Design for Manufacture competition
for affordable and sustainable homes.

1
2
3
4

Port Marine, Portishead


Ingress Park, Greenhithe
Port Marine, Portishead
Ingress Park, Greenhithe

The Consortiums winning design is inspired


by the need to maximise environmental
performance with the minimum
consumption of resources. The proposal to
build 60,000 homes incorporates major
efficiencies in off-site manufacture and onsite waste reduction. EcoHome ratings are
estimated to be in the Very Good range.
Other examples of sustainable developments
and related key performance data are
included in the Corporate Responsibility
report due for publication in Spring 2006.

Crest Nicholson Annual Report 2005

17

Performance Summary
In many aspects of the business the Company has met and exceeded its corporate
responsibility key performance targets as listed in the tables below.
Employment
Key Performance Indicators
Net employment creation
Permanent staff turnover
Average hours of training per employee
Annual Injury Incident Rate

Community
Key Performance Indicators
Number of homes sold
Social housing as percentage of total homes sold
Average house sale price
Customer satisfaction service* (out of 10)
Customer satisfaction product* (out of 10)

2003
5%
21%
No data
No data

2004
5%
21%
15
1266

2005
17%
15
1294

2003
1,936
16%
239,000
7.2
7.2

2004
2,524
28%
210,000
7.4
7.4

2005
2,486
25%
220,000
Awaited
7.1

2004
73%
5.4m
100
19.8
8%

2005
84%
Awaited
95
19.6
26%

* DTI Construction Excellence Key Performance Indicators.

3
1 Urban 7, London N7
2 Whitelands,
London SW18
3 Port Marine, Portishead
1

Environment
Key Performance Indicators
Homes built on brownfield land*
Cost of land remediation
Average home energy efficiency (out of 120)
Estimated build waste - cubic metres per home
Environmental prosecutions
New build certified by EcoHomes

2003
75%
2.3m
95
26.2
1
No data

* Building on brownfield land exceeds the UKs 60% target and protects the green belt.

18

Sustainable development

Crest Nicholson Annual Report 2005

19

20

Crest Nicholson Annual Report 2005

AT INGRESS PARK, CREST NICHOLSON


HAS REALISED THE STEP CHANGE
OF AMBITION AND DESIGN QUALITY
REQUIRED TO UNDERPIN
THE SUCCESSFUL REGENERATION
OF KENT THAMESIDE.
Rob Scott Director of Planning,
Dartford Borough Council
IMAGE: Ingress Park, Greenhithe, Kent

21

Directors and
Advisers
1. J W Matthews
Chairman and Chairman
of the Nomination Committee
Age 61

John Matthews, a chartered accountant, was


appointed Chairman in 1996. He is chairman
of Regus Group Plc and a non-executive
director of Center Parcs (UK) Plc, Rotork Plc,
SDL Plc and Diploma Plc. He has previously
been a managing director of County NatWest
and deputy chairman/deputy chief executive
of Beazer Plc.

SECRETARY
N I Hughes
AUDITORS
KPMG Audit Plc
SOLICITORS
Linklaters
BROKERS
Dresdner Kleinwort Wasserstein Limited
MERCHANT BANKERS
UBS Warburg

22

Directors and Advisors

2. S Stone
Chief Executive
Age 52

Stephen Stone joined the Group in 1995 and


was appointed to the Board in 1999,
becoming Chief Executive on 1st November
2005. He is a chartered architect with over
30 years experience in the construction and
house building industry.

BANKERS
The Royal Bank of Scotland Group
Lloyds TSB Bank Plc
HSBC Bank PLC
Barclays Bank PLC
Allied Irish Banks, p.l.c.
Bank of Scotland
National Bank of Egypt International Limited

3. J Callcutt
Deputy Chairman

4. P Callcutt
Executive Director

5. D P Darby
Finance Director

Age 59

Age 56

Age 55

John Callcutt, a solicitor, joined the Group in


1974. He was appointed to the Board in 1985
and became Chief Executive in 1991 and
Deputy Chairman on 1st November 2005.
He is a trustee of the BRE Trust, a director of
the Housing Forum, a member of the
Sustainable Buildings Task Group and a
regular contributor to Building Magazine on
regeneration issues.

Paul Callcutt joined the Group in 1982.


He was appointed to the Board in 2000
and is Group Land Director. He is a solicitor
who practised in property and planning law
prior to taking up a commercial role with
Crest Nicholson.

Peter Darby, a chartered accountant, was


appointed to the Board in August 2003.
He had previously served with the Group for
9 years in a range of finance and general
management roles, rejoining the Group in
2001. He was formerly group finance director
of The Berkeley Group Plc and divisional
finance director of Wimpey Homes.

6. R S Lidgate
Independent Non-Executive Director and
Chairman of the Remuneration Committee

7. R T Scholes
Independent Non-Executive Director and
Chairman of the Audit Committee

8. L J Wigglesworth
Senior Independent Non-Executive
Director

Age 60

Age 60

Age 46

Stephen Lidgate was appointed to the Board


in April 2003. He is past president of the
House Builders Federation and a board
member of the Construction Industry
Training Board. He was formerly chairman of
John Laing Homes Plc and W L Homes LLC
in the USA and a director of John Laing Plc.
He has been involved in housebuilding for
35 years and is a fellow of the Chartered
Institute of Marketing.

Richard Scholes was appointed to the Board


in July 2003. He is a Non-Executive Director
and chairman of the audit committee of
Bodycote International plc, Chaucer Holdings
PLC and Marshalls PLC. He is also a
non-executive director of Keller Group PLC
and is a chartered accountant.

Lloyd Wigglesworth was appointed to the


Board in 2000. He is a director of Woolworths
Group plc, where he is Managing Director of
Entertainment UK. He was formerly a
director of WHSmith PLC.

Crest Nicholson Annual Report 2005

23

Directors
Report

1 Ingress Park, Greenhithe, Kent


2 The Chase at Braydon Mead, Swindon
3 Park Central, Birmingham
4 The Arboretum, near St Albans
2

The Directors present their annual report


with the consolidated accounts of the
Company and its subsidiaries for the year
to 31st October 2005.
Principal activities and business review
The principal activities of the Group are
residential housing and property
development. The Annual Review on pages
4 to 12 deals with the development of the
Group's business and its activities during
the year.
Going Concern Assumption
The Directors have considered, as part of
their annual budget process, the adequacy of
the Groups banking and other facilities in
relation to its profit and cash flow
projections. The Directors have reasonable
expectations that the Group has adequate
resources to continue trading for the
foreseeable future. For this reason they
continue to adopt the going concern basis in
preparing the financial statements.

24

Results and dividend


The profit for the financial year after taxation
was 54.7m (2004 57.0m). The Directors
propose that a final dividend of 8.7p per
share be paid to holders of ordinary shares
which together with the interim dividend of
4.2p makes a total for the year of 12.9p.
Share capital
Details of shares issued during the year are
set out in Note 15 to the accounts.
Information regarding substantial
shareholdings in the Company is contained
in the Shareholder Information section on
page 59.
Donations
During the year the Group made
contributions to charities of 48,000 (2004
36,000). There were no political donations
made in either year.

Directors Report

Employment policies
Arrangements exist to keep all employees
informed on matters of concern to them
through a variety of media including
conferences, newsletters and meetings.
It is the policy of the Group that disabled
persons shall be considered for employment,
training, career development and promotion
on the basis of their aptitudes and abilities,
in common with all employees. The services
of any existing employee who becomes
disabled are retained wherever possible.
Training
The Group recognises that its reputation is
very dependent on the quality, effectiveness
and skill base of its employees. There is a
commitment at Board level to ensure that its
employees and management are properly
inducted into the Company and given
necessary training to fulfil their roles.
With ever increasing customer demands,
particular emphasis is placed on customer
service and build quality skills training.

Directors
The Directors of the Company at the date of
this report are shown on pages 22 and 23.
Mr J Callcutt and Mr S Stone will retire in
accordance with the Articles of Association at
the forthcoming Annual General Meeting
and, being eligible, will offer themselves for
re-election. Mr J Callcutt does not have a
service agreement with the Company but
Mr S Stone has a service agreement
determinable on twelve months notice.
A statement of the Directors' share interests
is set out in the Remuneration Report on
pages 51 to 56.
Environmental policy
It is the Company's policy to assess
environmental issues which may be
applicable to its business, customers and the
general public and to take such measures
consistent with being a responsible property
development group.

Creditor payment policy


The Group's policy concerning the payment
of its trade creditors is as follows:
I

to agree the terms of payment at the start


of business with the supplier;

to ensure that suppliers are aware of the


terms of payment;

to pay in accordance with its contractual


and other legal obligations; and

not to alter payment terms without prior


agreement of the supplier.

The Company does not have trade creditors.


Creditor days for the Companys subsidiary
undertakings are shown in the financial
statements of those undertakings.

International Financial Reporting


Standards
The application of International Financial
Reporting Standards (IFRS) will be required
for listed companies for accounting periods
commencing on or after 1st January 2005.
Crest Nicholson will therefore publish full
IFRS compliant financial statements for the
year to 31st October 2006. The impact of the
transition to IFRS is set out in the Annual
Review on pages 4 to 12.
Auditors
A resolution for the re-appointment of KPMG
Audit Plc as auditors of the Company is to
be proposed at the forthcoming Annual
General Meeting.
Annual General Meeting
The resolutions to be proposed at the Annual
General Meeting to be held on 7th April 2006,
together with explanatory notes, appear in
the separate Notice of Meeting to be sent
to all shareholders.
By Order of the Board
N I Hughes, Secretary
25th January 2006

Crest Nicholson Annual Report 2005

25

26

Crest Nicholson Annual Report 2005

Statement of
Directors'
Responsibilities
Company law requires the Directors to
prepare accounts for each financial year
which give a true and fair view of the state of
affairs of the Company and the Group and of
the profit or loss for that period. In preparing
those accounts, the Directors are required to:

select suitable accounting policies and


then apply them consistently;

make judgements and estimates that are


reasonable and prudent;

state whether applicable accounting


standards have been followed, subject to
any material departures disclosed and
explained in the accounts;

prepare the accounts on the going


concern basis unless it is inappropriate
to presume that the Group will continue
in business.

Statement of directors responsibilities

1 Park Central, Birmingham


2 Woodsome Grange,
Weybridge, Surrey
3 Bolnore Village,
Haywards Heath, Sussex
4 Bournville, Birmingham
2

The Directors are responsible for keeping


proper accounting records which disclose
with reasonable accuracy at any time the
financial position of the Company and to
enable them to ensure that the accounts
comply with the Companies Act 1985.
They have general responsibility for taking
such steps as are reasonably open to
them to safeguard the assets of the
Group and to prevent and detect fraud
and other irregularities.

27

28

Crest Nicholson Annual Report 2005

CREST NICHOLSON IS COMMITTED TO


SUSTAINABLE URBAN RENEWAL. IT SEEKS
TO PLAY A LEADING ROLE IN CREATING
WELL-BALANCED AND ECONOMICALLY
VIABLE COMMUNITIES THAT HAVE THE
ABILITY TO EXIST, CHANGE AND ADAPT
IN PERPETUITY. BY CREATING BETTER
BALANCED, MORE STABLE LOCAL
COMMUNITIES IN THIS WAY, THE COMPANY
BELIEVES IT CAN CONTRIBUTE TO GLOBAL
SUSTAINABILITY AND A BETTER
STANDARD OF LIFE.
John Callcutt Deputy Chairman,
Crest Nicholson PLC
IMAGE: The Arboretum, near St Albans

29

Independent
Auditors
Report

Independent auditors report to the


members of Crest Nicholson PLC
We have audited the financial statements
on pages 32 to 47. We have also audited
the information in the Directors'
remuneration report that is described
as having been audited.
This report is made solely to the Company's
members, as a body, in accordance with
section 235 of the Companies Act 1985.
Our audit work has been undertaken so that
we might state to the Company's members
those matters we are required to state to
them in an auditor's report and for no other
purpose. To the fullest extent permitted by
law, we do not accept or assume
responsibility to anyone other than the
Company and the Company's members as
a body, for our audit work, for this report,
or for the opinions we have formed.

30

Respective responsibilities of Directors


and Auditors
The Directors are responsible for preparing
the Annual Report and the Directors'
remuneration report. As described on page
27 this includes responsibility for preparing
the financial statements in accordance with
applicable United Kingdom law and
accounting standards. Our responsibilities,
as independent auditors, are established in
the United Kingdom by statute, the Auditing
Practices Board, the Listing Rules of the
Financial Services Authority, and by our
profession's ethical guidance.
We report to you our opinion as to whether
the financial statements give a true and fair
view and whether the financial statements
and the part of the Directors' remuneration
report to be audited have been properly
prepared 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
information specified by law regarding
Directors' remuneration and transactions
with the Group is not disclosed.

Independent Auditors Report

We review whether the corporate governance


statement on pages 48 to 50 reflects the
Company's compliance with the nine
provisions of the 2003 FRC Code specified for
our review by the Listing Rules, and we report
if it does not. We are not required to consider
whether the Board's statements on internal
control cover all risks and controls, or form
an opinion on the effectiveness of the Group's
corporate governance procedures or its risk
and control procedures.
We read the other information contained in
the Annual Report, including the corporate
governance statement and the unaudited
part of the Directors' remuneration report,
and consider whether it is consistent with
the audited financial statements.
We consider the implications for our report
if we become aware of any apparent
mis-statements or material inconsistencies
with the financial statements.

Basis of audit opinion


We conducted our audit in accordance with
Auditing Standards issued by the Auditing
Practices Board. An audit includes
examination, on a test basis, of evidence
relevant to the amounts and disclosures in
the financial statements and the part of the
Directors' remuneration report to be audited.
It also includes an assessment of the
significant estimates and judgements made
by the Directors in the preparation of the
financial statements, and of whether the
accounting policies are appropriate to the
Group's circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit so as
to obtain all the information and explanations
which we considered necessary in order to
provide us with sufficient evidence to give
reasonable assurance that the financial
statements and the part of the Directors'
remuneration report to be audited are free
from material mis-statement, whether
caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the
overall adequacy of the presentation of
information in the financial statements and
the part of the Directors' remuneration
report to be audited.

Opinion
In our opinion:
I

the financial statements give a true and


fair view of the state of affairs of the
Company and the Group as at 31st
October 2005 and of the profit of the
Group for the year then ended; and

the financial statements and the part of


the Directors' remuneration report to be
audited have been properly prepared in
accordance with the Companies Act 1985.

KPMG Audit Plc


Chartered Accountants
Registered Auditor
London
25th January 2006
1 The Forum, Bath
2 Kings Warren, Newmarket
3 Westhill Park, Birmingham
4 Port Marine, Portishead
2

Crest Nicholson Annual Report 2005

31

Consolidated profit & loss account


For the year ended 31st October 2005
2005
Note
Turnover including joint ventures
Less: attributable to joint ventures

Group turnover
Cost of sales
Gross profit
Operating costs
Exceptional costs
Other costs

2004

(2.1)
(51.0)

714.3
(12.6)

643.2
(12.0)

701.7
(555.3)

631.2
(489.3)

146.4

141.9

(53.1)

Group operating profit


Operating profit of joint ventures

(49.0)

(49.0)

93.3
1.6

92.9
2.0

Operating profit including joint ventures


Net interest payable

94.9
(15.7)

94.9
(12.8)

Profit on ordinary activities before taxation


Taxation

4
5

79.2
(24.5)

82.1
(25.1)

54.7
(2.1)

57.0
(2.1)

52.6
(14.5)

54.9
(13.7)

16

38.1

41.2

47.0p
48.9p
46.7p

49.4p
49.4p
49.0p

Profit for the financial year


Preference dividends paid
Profit attributable to ordinary shareholders
Ordinary dividends
Retained profit for the year
Earnings per 10p ordinary share
Basic
Basic before exceptional costs
Diluted

There is no material difference between the profit for the year as shown above and that based on historic costs.
There are no recognised gains or losses during the current or previous year other than those shown above.
The turnover and operating profit of the Group in the year and preceding year arose solely from continuing operations.

32

Crest Nicholson Annual Report 2005

Group and company balance sheets


At 31st October 2005
Group

Note
Fixed assets
Tangible assets
Investments in joint ventures
Share of gross assets
Share of gross liabilities
Loans
Other investments

Current assets
Stocks
Debtors
Cash at bank and in hand

Creditors: amounts falling due within one year


Borrowings
Creditors

2004

2005

2004

9
9

10
11

12
13

Company

2005

2.5

2.5

2.5

2.5

52.2
(50.4)
39.4

57.2
(56.5)
20.5

41.2
-

21.2
-

5.4

5.4

41.2

21.2

5.4

5.4

43.7

23.7

7.9

7.9

640.1
223.2
57.0

771.9
239.4
10.9

347.4
65.4

334.9
22.8

920.3

1,022.2

412.8

357.7

(12.9)
(282.7)

(3.2)
(301.2)

(25.3)

(31.8)

(295.6)

(304.4)

(25.3)

(31.8)

Net current assets

624.7

717.8

387.5

325.9

Total assets less current liabilities

668.4

741.5

395.4

333.8

Creditors: amounts falling due after more than one year


Borrowings
Creditors

12
13

(204.1)
(93.7)

(186.1)
(225.3)

(204.1)
-

(186.1)
-

Provisions for liabilities and charges

14

(297.8)
(3.2)

(411.4)
(1.7)

(204.1)
-

(186.1)
-

367.4

328.4

191.3

147.7

Net assets
Capital and reserves
Equity share capital
Non-equity share capital

15
15

11.2
38.0

11.2
38.0

11.2
38.0

11.2
38.0

Called up share capital


Share premium account
Profit and loss account

16
16

49.2
57.7
260.5

49.2
56.9
222.3

49.2
57.7
84.4

49.2
56.9
41.6

Shareholders' funds

17

367.4

328.4

191.3

147.7

Approved by the Board of Directors on 25th January 2006 and signed on its behalf by:
S Stone
D P Darby
Directors

Crest Nicholson Annual Report 2005

33

Consolidated cash flow statement


For the year ended 31st October 2005
2005
Note
Net cash inflow/(outflow) from operating activities

2004

18

Dividend received from joint venture


Returns on investments and servicing of finance
Interest received
Interest paid
Preference dividends paid

93.1

(41.6)

0.1

1.4

0.4
(15.9)
(2.1)

0.4
(12.8)
(2.1)

Net cash outflow from returns on investments and servicing of finance

(17.6)

(14.5)

Taxation
Corporation tax paid

(24.1)

(24.9)

Capital expenditure and financial investment


Tangible fixed assets acquired
Other fixed asset investment loan advances
Other fixed asset investment loan repayments

(1.0)
(24.5)
5.6

Net cash outflow from capital expenditure and financial investment

(1.3)
(8.8)
3.1
(19.9)

(7.0)

2.3

(14.0)

(12.8)

17.6

(97.1)

Acquisitions and disposals


Disposal of subsidiary companies
Equity dividends paid
Net cash inflow/(outflow) before financing
Financing
Proceeds from equity share issues
Acquisition of own shares by ESOP Trust
Increase in bank loans and loan notes

0.8
18.0

1.0
(0.4)
51.0

Net cash inflow from financing

18.8

51.6

Increase/(decrease) in cash in year

36.4

(45.5)

36.4
(18.0)

(45.5)
(51.0)

Decrease/(increase) in net debt in year


Opening net debt

18.4
(178.4)

(96.5)
(81.9)

Closing net debt

(160.0)

(178.4)

Reconciliation of net cash flow to movement in net debt


Increase/(decrease) in cash in year
Increase in bank loans due after more than one year

34

19

Crest Nicholson Annual Report 2005

Accounting policies
(a) Basis of preparation of accounts

(i) Taxation

The accounts have been prepared under the historical cost accounting
rules and in accordance with applicable Accounting Standards.
The accounting policies have been applied consistently in dealing with
items which are considered material in relation to the Group's financial
statements.

(b) Consolidation
The consolidated accounts include the accounts of Crest Nicholson PLC
and its subsidiaries made up to 31st October in each year. The profits
and losses of subsidiaries acquired or sold during the year are included
as from or up to their effective date of acquisition or disposal.
The subsidiary undertakings currently trading and which are significant
to the Group are set out in Note 9.
No profit and loss account is presented for the Company as provided by
S.230 of the Companies Act 1985.

(c) Turnover
Turnover represents amounts received and receivable (excluding VAT) in
respect of housing, land and commercial property sold. Turnover
excludes the sale of properties taken in part exchange.

(d) Income recognition


Income is recognised on house sales at the later of exchange of
contract and completion of build. Income is recognised on land sales
when contracts are exchanged and all material conditions are met.
Income is recognised on commercial property sales on unconditional
exchange of contract; the amount recognised depends on progress
achieved in build and in securing occupiers.

(e) Joint ventures


A joint venture is an undertaking in which the Group has a participating
interest and which is jointly controlled under a contractual
arrangement. The appropriate share of results of joint venture
undertakings is included in the consolidated profit and loss account.
Investments in joint venture undertakings are shown in the consolidated
balance sheet using the gross equity method.

The charge for taxation is based on the profit for the year and takes into
account taxation deferred because of timing differences between the
treatment of certain items for taxation and accounting purposes.
Deferred tax is recognised, without discounting, in respect of all such
timing differences which have arisen but not reversed by the balance
sheet date, except as otherwise required by FRS19.

(j) Leased assets


Assets acquired under finance leases are capitalised and the
outstanding future lease obligations are shown in creditors. Operating
lease rentals are charged to the profit and loss account on a straight
line basis over the period of the lease.

(k) Pensions
The amount charged to the profit and loss account in respect of the
defined contribution pension scheme represents the contributions
payable in respect of the accounting period. The expected cost to the
Group of pensions in respect of the defined benefit pension scheme is
charged to the profit and loss account so as to spread the cost of
pensions over the service lives of employees in the scheme.

(l) Financial instruments


The Group uses currency swaps to manage financial risk. These
instruments are treated as hedges and the net interest payable or
receivable is reflected in the profit and loss account. Borrowings are
stated on the balance sheet after taking account of the effect of these
swaps.

(m) Employee share schemes


The cost of awards to employees under the Long Term Share Incentive
Plan of conditional rights to shares are recognised over the period to
which the related performance criteria are applied. No cost is
recognised in respect of Executive or SAYE share option schemes.
Further details on the share schemes can be found in the
Remuneration report on pages 51 to 56.

(f) Stocks
Stocks are valued at the lower of cost and net realisable value.
Cost includes, where appropriate, a proportion of overhead expenses.

(g) Finance costs


Interest on the Group's bank and other borrowings is written off as
incurred.

(h) Depreciation
Freehold land and ground rents are not depreciated. Freehold buildings
are depreciated at 2% on cost less residual value. Leasehold land and
premises are depreciated over the life of the lease.
Plant, vehicles and equipment are depreciated on cost less residual
value on a straight line basis at rates varying between 10% and 33%
determined by the expected life of the assets.

Crest Nicholson Annual Report 2005

35

Notes to the accounts


1

Turnover
There is no Group turnover in geographical markets outside the United Kingdom.
No segmental information has been presented as the Directors consider that there is only one business and geographical segment.

Exceptional Costs
The exceptional costs consist of professional fees incurred in connection with the approach the Company received from Heron Corporation.

Net Interest Payable


2005
m
Interest payable:
On bank loans and overdrafts
On loan notes
Interest receivable

6.4
9.7

3.5
9.7

16.1
(0.4)

13.2
(0.4)

15.7

12.8

2005
m

2004
m

Profit on ordinary activities before Taxation

Profit on ordinary activities before taxation is stated after charging the items set out below:
Depreciation
Operating lease rentals:
Hire of plant and machinery
Other - including land and buildings
Auditors' remuneration:
Audit fee (The Company 5,000 - 2004 5,000)
Audit related fees
Taxation and other advisory fees

2004
m

1.0

0.9

0.3
4.9

0.3
4.2

000
209
21
64

000
179
6
71

2005
m

2004
m

Current tax
UK Corporation tax on profits for the year at 30%
Adjustments in respect of prior years
Joint venture undertakings

24.5
(0.5)
0.5

24.6
0.6

Deferred tax - Origination and reversal of timing differences

24.5
-

25.2
(0.1)

24.5

25.1

m
79.2

m
82.1

23.8

24.6

(0.5)
1.2

0.6

24.5

25.2

Taxation

The current tax charge for the year is higher than the standard rate of UK corporation tax
of 30% (2004 30%). The differences are explained below:
Profit on ordinary activities before tax
Tax on profit on ordinary activities at 30%
Effects of:
Adjustments in respect of prior years
Expenses not deductible for tax purposes

36

Crest Nicholson Annual Report 2005

Notes to the accounts


6

Ordinary Dividends

Interim dividend paid of 4.2p per share (2004 4.0p)


Final dividend proposed of 8.7p per share (2004 8.3p)
Total dividend of 12.9p per share (2004 12.3p)

2005
m

2004
m

4.7
9.8

4.4
9.3

14.5

13.7

Earnings per share


Basic earnings per share are calculated on the profit attributable to ordinary shareholders of 52.6m (2004 54.9m) on a weighted average of 111,852,392
(2004 111,043,698) ordinary shares in issue during the year.
Adjusted earnings per share are calculated on the profit attributable to ordinary shareholders before exceptional costs of 54.7m (2004 54.9m) on a
weighted average of 111,852,392 (2004 111,043,698) ordinary shares in issue during the year.
Diluted earnings per share are calculated on the profit attributable to ordinary shareholders of 52.6m (2004 54.9m) on a weighted average of
112,700,749 (2004 112,042,818) ordinary shares, on the basis that 2,282,232 (2004 2,555,643) share options had been exercised.

Tangible Fixed Assets


Plant, Vehicles
& Equipment
m

Group and Company


Cost
At 31st October 2004
Additions
Disposals

5.4
1.0
(0.9)

At 31st October 2005

5.5

Accumulated depreciation
At 31st October 2004
Charge for year
On disposals

2.9
1.0
(0.9)

At 31st October 2005

3.0

Net book value


At 31st October 2005

2.5

At 31st October 2004

2.5

Crest Nicholson Annual Report 2005

37

Notes to the accounts


9

Fixed Asset Investments

Group

Cost of
Investment
m

Loans
m

Share of Post
Acquisition
Reserves
m

Total
m

Joint Ventures
At 31st October 2004
Additions
Repayments

0.5
-

20.5
24.5
(5.6)

0.2
1.1
-

21.2
25.6
(5.6)

At 31st October 2005

0.5

39.4

1.3

41.2

The Group owns 500 ordinary shares of 1 each representing 50% of the issued share capital of Brentford Lock Limited, a company registered in
England, which has been set up to redevelop a site in West London. At 31st October 2005 Brentford Lock Limited had capital employed of 22.7m
(2004 31.3m), consisting of shareholders' capital of 22.8m (2004 31.9m) and cash in hand of 0.1m (2004 0.6m). It made a profit after taxation in the
year to 31st October 2005 of 2.3m (2004 2.8m). At 31st October 2005 the Group had advanced 9.5m (2004 15.1m) to this company as funding towards
the development expenditure.
The Company has advanced 29.1m (2004 4.6m) to an unincorporated joint venture in which it has a 50% interest. The joint venture has been formed
with Morley Fund Management to develop a site at Chertsey. The proposed business park is programmed to be marketed in 2006.
Company
Shares in subsidiary undertakings
Cost less amounts written off
At 31st October 2004 and 31st October 2005

m
5.4

Shares in subsidiary undertakings are stated net of provisions for impairment in value of 5.0m (2004 5.0m).
The subsidiary undertakings which are significant to the Group and traded during the year are set out below. The Group's interest is in respect of ordinary
issued share capital which is wholly owned and all the subsidiary undertakings are incorporated in Great Britain. They are directly owned by the Company
unless indicated by an asterisk.
Subsidiary
Crest Nicholson Operations Limited
Crest Nicholson Residential (London) Limited
Landscape Estates Limited *

Nature of business
Residential and commercial property development
Holding company
Residential and commercial property development

10 Stocks

38

Group

2005
m

Work in progress: land, building and development


Completed buildings including show houses

545.4
94.7

706.0
65.9

640.1

771.9

Crest Nicholson Annual Report 2005

2004
m

Notes to the accounts


11 Debtors
Group

Amounts falling due within one year


Trade debtors
Recoverable on contracts
Amounts owed by subsidiary undertakings
Amounts owed by joint venture undertakings
Group relief receivable
Other debtors
Prepayments and accrued income
Amounts falling due after more than one year
Trade debtors
Pension prepayments

Company

2005
m

2004
m

2005
m

2004
m

193.4
15.0
0.2
4.2
2.7

224.3
0.1
6.0
2.4

337.7
7.2
0.4
2.1

331.6
1.5
1.8

215.5

232.8

347.4

334.9

5.8
1.9

4.5
2.1

223.2

239.4

347.4

334.9

2005
m

2004
m

2005
m

2004
m

12.9

3.2

84.0
120.1

66.0
120.1

84.0
120.1

66.0
120.1

204.1

186.1

204.1

186.1

20.7
108.8
74.6

111.5
74.6

20.7
108.8
74.6

111.5
74.6

12 Borrowings
Group

Amounts falling due within one year


Bank overdraft
Amounts falling due after more than one year
Revolving credit facility drawings
Senior secured loan notes

Repayable:
Between one and two years
Between two and five years
Over five years

Company

The revolving credit facility drawings and loan notes are secured by floating charges over the assets of certain subsidiary companies.
The revolving credit facility amounts to 255m which is repayable in 2010. Interest is based on rates ruling from time to time in the London Inter Bank Market.
The senior secured loan notes were issued by way of US dollar and sterling private placements at fixed rates as follows:
Repayable in 2006
Repayable in 2008
Repayable in 2009
Repayable in 2011
Repayable in 2011

US$35.0m
US$15.0m
US$23.0m
US$93.0m
10.0m

8.07%
8.13%
7.97%
8.12%
7.68%

The Group entered into currency swap agreements to eliminate all exchange risks arising from these transactions.

Crest Nicholson Annual Report 2005

39

Notes to the accounts


13 Creditors
Group

Amounts falling due within one year


Land creditors on contractual terms
Other trade creditors
Payments on account
Amounts owed to subsidiary undertakings
Corporation tax
Other taxes and social security costs
Other creditors
Accruals
Proposed dividend

Amounts falling due after more than one year


Land creditors on contractual terms

Company

2005
m

2004
m

2005
m

2004
m

116.9
28.6
3.6
12.6
1.4
15.2
94.6
9.8

146.8
24.5
2.3
12.8
1.9
12.8
90.8
9.3

6.2
1.0
1.3
7.0
9.8

12.3
1.0
0.3
8.9
9.3

282.7

301.2

25.3

31.8

93.7

225.3

14 Provisions for Liabilities and Charges


Rental
provisions
m

Deferred
taxation
m

Total
m

At 31st October 2004


Charge to the profit and loss account

1.1
1.5

0.6
-

1.7
1.5

At 31st October 2005

2.6

0.6

3.2

Group

Rental provisions are made in respect of vacant properties in accordance with FRS12 and are expected to be utilised within eighteen months.
Deferred taxation in respect of capital allowances and other timing differences is fully provided as follows:

Accelerated capital allowances


Pension prepayment

40

Crest Nicholson Annual Report 2005

2005
m

2004
m

(0.1)
0.7

(0.1)
0.7

0.6

0.6

Notes to the accounts


15 Called up Share Capital

Authorised
136,000,000 Ordinary shares of 10p each
41,717,565 51/2% Cumulative Redeemable Preference shares of 1 each

Allotted and fully paid


112,407,182 Ordinary shares of 10p each (2004 111,916,511)
38,036,097 51/2% Cumulative Redeemable Preference shares of 1 each (2004 38,036,097)

2005
m

2004
m

13.6
41.7

13.6
41.7

55.3

55.3

11.2
38.0

11.2
38.0

49.2

49.2

During the year 319,745 ordinary shares were issued under the exercise provisions of the 1994 Executive share option scheme at prices between
112p and 211p. A further 170,926 shares were issued under the exercise provisions of the Company's 1998 SAYE share option scheme at prices
between 100p and 283p.
The preference shares are no longer convertible and have been redeemed at par on 2nd November 2005.
At 31st October 2005 there were options outstanding to subscribe for ordinary shares as follows:

SAYE share option scheme


1998 Scheme

Number
of shares

Period
Exercisable

Option
Price

15,600
21,140
111,758
269,142
168,021
148,586

2001/2006
2003/2006
2004/2007
2006/2009
2007/2010
2008/2011

100p
105p
170p
186p
283p
306p

2000/2007
2001/2008
2002/2009
2003/2010
2004/2011
2005/2012
2006/2013
2007/2014
2008/2015

91p
112p
129p
138p
194p
211p
202p
323p
383p

734,247
Executive share option schemes
1994 Scheme

2004 Scheme

70,000
20,000
142,620
38,250
38,520
53,380
200,000
320,000
559,426
1,442,196

Crest Nicholson Annual Report 2005

41

Notes to the accounts


16 Reserves
Share Premium
Account
m

Group
Company
Profit and Share Premium
Profit and
Loss Account
Account Loss Account
m
m
m

At 31st October 2004


Share issues
Cost of employee share schemes
Retained profit for the year

56.9
0.8
-

222.3
0.1
38.1

56.9
0.8
-

41.6
0.1
42.7

At 31st October 2005

57.7

260.5

57.7

84.4

At 31st October 2005 the Group's Employee Share Ownership Trust (ESOT) held 278,544 shares (2004 520,949 shares) with a market value of 1.1m
(2004 1.7m) which had not yet vested unconditionally in employees. The shares were purchased in the open market and are held in trust for employees
participating in the Group's Deferred Share Bonus Scheme and Long Term Share Incentive Plan. Abacus Corporate Trustee Limited, as Trustees for the
ESOT, has waived its dividend entitlement.
There have been no purchases of Crest Nicholson shares during the year (2004 0.4m).

17 Reconciliation of Movements in Shareholders Funds


Group

Company

2005
m

2004
m

2005
m

2004
m

54.7
(16.6)

57.0
(15.8)

59.3
(16.6)

29.1
(15.8)

38.1
0.8
0.1

41.2
1.0
(0.4)
0.8

42.7
0.8
0.1

13.3
1.0
(0.4)
0.8

Net increase in shareholders' funds


Opening shareholders' funds

39.0
328.4

42.6
285.8

43.6
147.7

14.7
133.0

Closing shareholders' funds

367.4

328.4

191.3

147.7

Equity shareholders' funds


Non-equity shareholders' funds

329.4
38.0

290.4
38.0

153.3
38.0

109.7
38.0

367.4

328.4

191.3

147.7

2005
m

2004
m

93.3
1.0
0.1
131.8
14.0
(147.1)

92.9
0.9
0.8
(124.7)
(114.4)
102.9

93.1

(41.6)

Profit for the financial year


Dividends
Retained profit for the year
Proceeds from share issues
Purchase of shares for ESOT
Cost of employee share schemes

18 Reconciliation of Operating Profit to Net Cash Flow from Operating Activities

Operating profit - excluding joint ventures


Depreciation
Cost of employee share schemes
Decrease/(increase) in stocks
Decrease/(increase) in debtors
(Decrease)/increase in creditors
Net cash inflow/(outflow) from operating activities

19 Analysis of Net Debt


Opening Debt
m
Cash at bank and in hand
Bank overdrafts
Bank loans due after more than one year
Loan notes

42

Cash Flow
m

Closing Debt
m

10.9
(3.2)

46.1
(9.7)

57.0
(12.9)

7.7
(66.0)
(120.1)

36.4
(18.0)
-

44.1
(84.0)
(120.1)

(178.4)

18.4

(160.0)

Crest Nicholson Annual Report 2005

Notes to the accounts


20 Financial Instruments
Group operations are financed through a combination of shareholders' funds and net borrowings, comprising bank and loan facilities. The core element
of the Group's borrowing requirement is provided by long term fixed interest loan notes. The Group has limited its use of financial instruments to
derivatives designed to protect the Group from fluctuations in interest and exchange rates. The remaining borrowing requirement is funded principally
through a revolving credit facility with variable interest rates. This policy has remained in force during the year ended 31st October 2005.
All debtors and creditors due within one year have, as permitted, been excluded from the disclosure requirements of FRS13.
Financial liabilities
The interest rate profile of the financial liabilities of the Group was:

Sterling
At 31st October 2005
Bank borrowings, loan notes and long term creditors
Preference shares

At 31st October 2004


Bank borrowings, loan notes and long term creditors
Preference shares

Floating rate
financial
liabilities
m

Fixed rate
financial
liabilities
m

Financial
liabilities
carrying no
interest
m

Total
m

96.9
-

120.1
38.0

93.7
-

310.7
38.0

96.9

158.1

93.7

348.7

69.2
-

120.1
38.0

225.3
-

414.6
38.0

69.2

158.1

225.3

452.6

Fixed rate financial liabilities are stated after cross currency swaps which had the effect of reclassifying $166m (2004 $166m) US dollar borrowings into
110.1m (2004 110.1m) sterling borrowings. The fixed rate financial liabilities are at a weighted average of 7.43% (2004 7.43%) fixed for an average of 3.3
years (2004 4.8 years).
The preference shares have been redeemed on 2nd November 2005.
The floating rate financial liabilities are subject to interest rates referenced to LIBOR. These rates are for a period between one and twelve months.
For financial liabilities which have no interest payable, consisting of land creditors, the weighted average period to maturity is 20 months (2004 33
months). The fair value of these liabilities at 31st October 2005 is 84.0m (2004 192.2m). The discount rate applied is equivalent to the Group's current
incremental borrowing rate. There are no other material differences between book value and fair value of the Group's financial assets and liabilities.
The Company has a number of guarantees in place as described in Note 22 which are contingent liabilities and therefore have no book value and it is not
practical to estimate their fair value.
The maturity of the financial liabilities is:

Repayable within one year


Repayable between one and two years
Repayable between two and five years
Repayable after five years

2005
m

2004
m

51.0
95.0
128.1
74.6

3.2
97.4
243.7
108.3

348.7

452.6

Financial assets
Financial assets of the Group at 31st October 2005 consisted of sterling cash deposits of 57.0m (2004 10.9m) placed overnight, with solicitors and on
current account.
Undrawn borrowing facilities
The Group had undrawn committed borrowing facilities of 176.1m (2004 164.9m) at 31st October 2005. The repayment terms of the facilities are set out
in Note 12. In addition there were undrawn guarantee and bonding facilities of 39.6m (2004 55.8m).

Crest Nicholson Annual Report 2005

43

Notes to the accounts


21 Pensions
Defined contribution scheme
The Group operates a defined contribution scheme for new employees. The assets of the scheme are held separately from those of the Group in an
independently administered fund. The service cost of this scheme for the year was 0.6m (2004 0.4m). At the balance sheet date there were no
outstanding or prepaid contributions (2004 Nil).
Defined benefit scheme
The Group operates contributory defined benefit pension schemes which are closed to new entrants. The assets of the schemes are held separately from
those of the Group, being invested in managed funds. Contributions to the schemes are charged to the profit and loss account so as to spread the cost of
pensions over employees' working lives with the Group. The contributions are determined by a qualified actuary on the basis of a market-based triennial
valuation using the attained age method.
The most recent funding valuation of the main scheme was carried out as at 1st February 2004 and the most significant assumptions adopted were:
Investment returns before retirement
Investment returns after retirement
Salary increases
Pensions increases in respect of benefits earned before 6th April 1997
Pensions increases in respect of benefits earned after 5th April 1997

6.75%
6.00%
4.00%
3.00%
2.40%

per annum
per annum
per annum
per annum
per annum

After taking account of the above assumptions, the actuarial value of the scheme's assets represented 80% of the benefits that had accrued to members
after allowing for expected future increases in earnings. The market value of these assets was estimated at 49m (excluding pensions in payment
secured by purchasing annuities from an insurance company).
The assumptions used for SSAP24 purposes were the same as those shown above with the following exceptions:
Investment returns after retirement
Salary increases

6.75%
3.75%

per annum
per annum

The combined pension charge for the year was 4.1m (2004 2.8m). The actual contribution paid by the Company was 3.9m (2004 2.6m) which resulted
in a prepayment at the year end of 2.1m (2004 2.3m). The method used for spreading the deficit was the Level Percentage Method.
Additional disclosure required by FRS17
In accordance with the transitional provisions of FRS17, a full actuarial valuation update of the defined benefit schemes was carried out by a qualified
actuary as at 31st October 2005 using the projected unit method. The major assumptions used by the actuary were:

Discount rate
Inflation
Rate of increase in pensionable salaries
Rate of increase in pensions in payment:
Earned before 6th April 1997
Earned after 5th April 1997

2005
5.0%
2.9%
3.9%

2004
5.4%
2.9%
3.9%

2003
5.5%
2.7%
3.7%

2002
5.6%
2.3%
3.3%

3.0%
2.6%

3.0%
2.6%

3.0%
2.4%

3.0%
2.0%

As the scheme is closed to new members, under the projected unit method, the current service cost will increase as the members of the scheme
approach retirement.

44

Crest Nicholson Annual Report 2005

Notes to the accounts


21 Pensions continued
The assets of the scheme and expected rate of return at 31st October 2005 were:
Long-term rate of return expected

Value

2005

2004

2003

2002

2005
m

2004
m

2003
m

2002
m

Equities
Bonds
Cash
Property

7.40%
5.00%
4.40%
7.40%

8.50%
5.90%
5.00%
8.00%

8.00%
6.00%
6.00%
8.00%

7.75%
5.75%
5.00%
7.75%

50.7
9.1
3.6
2.2

43.1
5.6
5.2
1.4

40.9
6.3
1.7
1.9

31.2
6.8
1.1
1.9

Total managed funds


Secured annuities

5.00%

5.40%

5.50%

5.50%

65.6
10.8

55.3
10.4

50.8
10.7

41.0
10.0

76.4

65.7

61.5

51.0

The following amounts at 31st October 2005 were measured in accordance with the requirements of FRS17:
2005
m

2004
m

2003
m

2002
m

76.4
(111.7)

65.7
(96.1)

61.5
(93.7)

51.0
(74.2)

Deficit (see note below)


Deferred tax asset

(35.3)
10.6

(30.4)
9.1

(32.2)
9.7

(23.2)
7.0

Net deficit

(24.7)

(21.3)

(22.5)

(16.2)

Total market value of assets (including secured pensions)


Present value of liabilities (including secured pensions)

Note
The difference between assets and liabilities is extremely volatile and can alter very significantly depending on the date at which the measurements are
carried out.
The movement in the deficit over the year is shown below:
2005
m

2004
m

(30.4)

(32.2)

3.1

2.6

Analysis of amounts charged to operating profit


Current service cost

(3.0)

(2.6)

Analysis of amounts charged to finance costs


Expected return on scheme assets
Pension scheme expenses
Interest on pension scheme liabilities

5.0
(5.2)

4.5
(0.1)
(5.2)

(0.2)

(0.8)

4.3
(0.3)
(8.8)
-

1.2
6.2
(4.7)
(0.1)

(4.8)

2.6

(35.3)

(30.4)

Deficit in the scheme at the beginning of the year


Employer's contributions

Analysis of amounts recognised in the statement of recognised gains and losses


Actual return less expected return on scheme assets
Experience (losses)/gains arising on scheme liabilities
Change in financial assumptions used to calculate present value of liabilities
Change in demographic assumptions used to calculate present value of liabilities
Actuarial (loss)/gain
Deficit in the scheme at the end of the year

Crest Nicholson Annual Report 2005

45

Notes to the accounts


21 Pensions continued
Had FRS17 been fully adopted the current charge to operating profit of 3.3m for the defined benefit schemes would have been replaced by a net charge
of 3.0m as above. In addition the total pension prepayment of 2.1m would have been deducted from shareholders' funds.
Some of the above items expressed as a percentage of the assets or liabilities are as follows:
2005
Actual return less expected return as a percentage of scheme assets
Experience gains and losses as a percentage of scheme liabilities
Actuarial (loss)/gain as a percentage of scheme liabilities

2004

6%
(4%)

2%
6%
3%

2003

2002

9%
(2%)
(9%)

(17%)
(2%)
(12%)

If the above amounts had been recognised in the financial statements, the Group's net assets and profit and loss reserve at 31st October 2005 would be
as follows:
2005
2004
m
m
Net assets excluding pension deficit
Adjustment for pension prepayment
Pension deficit

367.4
(2.1)
(24.7)

328.4
(2.3)
(21.3)

Net assets including pension deficit

340.6

304.8

Profit and loss reserve excluding pension deficit


Adjustment for pension prepayment
Pension deficit

260.5
(2.1)
(24.7)

222.3
(2.3)
(21.3)

Profit and loss reserve including pension deficit

233.7

198.7

22 Contingent Liabilities
There are performance bonds and other engagements, including those in respect of joint venture partners, undertaken in the ordinary course of business
from which it is anticipated that no material liabilities will arise.
In addition, the Company is required from time to time to act as surety for the performance by subsidiary undertakings of contracts entered into in the
normal course of their business.

23 Leasing Commitments
Group
Operating lease annual commitments

2004
m

2005
m

2004
m

Land and buildings


Expiring within one year
Expiring between two and five years
Expiring after five years

0.5
0.5
3.2

0.5
2.8

0.4
0.1

0.4
-

4.2

3.3

0.5

0.4

1.2

0.1
1.3

1.0

1.2

1.2

1.4

1.0

1.2

Other
Expiring within one year
Expiring between two and five years

46

Company

2005
m

Crest Nicholson Annual Report 2005

Notes to the accounts


24 Employees and directors
Average number of persons employed by the Group
Development
Head office

Staff costs
Wages and salaries
Social security costs
Other pension costs

2005

2004

Number
846
14

Number
873
14

860

887

m
35.7
4.4
4.4

m
34.6
4.1
3.0

44.5

41.7

Details of Directors' remuneration, pension and share option arrangements are set out in the Remuneration Report on pages 51 to 56.

25 Related party transactions


The Group has entered into the following related party transactions:
(i) Transactions with joint ventures which are disclosed in Note 9.
(ii) On 7th September 2005 the daughter of Mr J Callcutt, a Director of the Company, purchased an apartment on an arms length basis from
Crest Nicholson (South) Limited for 397,000.

Crest Nicholson Annual Report 2005

47

Corporate governance
Compliance
The Company recognises the importance of and is committed to attaining the
highest standards of corporate governance. It is a requirement of the Listing
Rules of the UK Listing Authority that listed companies disclose in their
annual report and accounts how they have applied the principles set out in
Section 1 of the Combined Code on Corporate Governance published in July
2003 (the Combined Code) and whether or not they have complied with its
detailed provisions throughout the financial year.
During the financial year ending 31st October 2005 the Company complied
fully with the principles and provisions set out in Section 1 of the Combined
Code except as follows:I The Company does not comply with provision A.3.2 of the Combined Code

in that less than half the Board, excluding the Chairman, are independent
Non-Executive Directors. The current division of responsibilities and
structure of the business requires a Chairman, Deputy Chairman and an
executive team of three Executive Directors. It is the view of the Board
that the range and blend of skills of the Board match the needs of the
business and it is unnecessary to appoint another independent NonExecutive Director at the present time.
Section 1 of the Combined Code contains fourteen main principles of good
governance which are divided into four main categories. These categories
and the means by which the Company has complied with them are explained
below.

Directors
The Board of Directors is the body responsible for corporate governance and
for establishing the policies and strategies of the Company. The Board
currently consists of the Chairman, Deputy Chairman, three Executive
Directors and three Non-Executive Directors. Biographies of the Directors
are set out on pages 22 and 23.
It is the opinion of the Board that all of the three Non-Executive Directors are
considered to be independent of management and have no business or other
relationship which could interfere materially with the exercise of their
judgement.
Each of the Executive Directors service contracts contains a notice period of
a maximum of one year. The maximum notice period under each NonExecutive Directors letter of appointment is six months.
The Chairman, Deputy Chairman and the Non-Executive Directors each have
a letter of appointment expiring as follows:
Mr J W Matthews (Chairman)

On 6 months notice

Mr J Callcutt (Deputy Chairman)

On 3 months notice

Mr R S Lidgate

28th April 2006

Mr R T Scholes

30th June 2006

Mr L J Wigglesworth
(Senior Independent Director)

31st October 2006

All members of the Board are equally accountable under the law for the
proper stewardship of the Company's affairs. The Non-Executive Directors
are, however, independent of management and free from any material
business or other relationship with the Company, enabling them to bring an
independent judgement to bear on issues brought before the Board. There is
a clear division of responsibility between the Chairman, Mr J W Matthews,
and the full time Chief Executive, Mr S Stone, to whom the Board has
delegated responsibility for running the Company. The Deputy Chairman,
Mr J Callcutt, reports to the Chairman and his responsibilities cover the
promotion of the Company's sustainable redevelopment strategy. He is
committed to devote on average three days a week in undertaking his duties.
The Deputy Chairman is also available to assist the Chief Executive if
requested and has been appointed in a non-executive capacity.
The Board meets regularly on a formal basis and has an agreed schedule of
matters reserved to it for collective decision. These include strategic policies,
corporate performance reviews and overall financial and organisational
control. In addition, the Board meets outside of its agreed schedule as and
when required. It is supplied in a timely manner with information in a form
and of a quality that is appropriate to enable it to discharge its duties.
The Board evaluated its performance in 2005 by the completion of an
evaluation questionnaire. The Chairman formally appraised the Chief
Executive in the year.
The Non-Executive Directors meet separately with the Chairman during the
course of the year. The Non-Executive Directors also meet (without the
Chairman) at least annually to appraise the Chairmans performance.
A formal procedure exists to allow Directors to take independent professional
advice and the Company will meet such reasonable expenses that arise in
taking such advice. All Directors have access to the Company Secretary for his
advice and services, and training is available for new and existing Directors, as
and when required. Each member of the Board also has the benefit of
appropriate insurance cover and the indemnity in Article 34 of the Company's
Articles of Association in respect of legal actions brought against him.
Board Committees
The Board has established the following Committees, the members of which
are set out below. Details of all the Directors experience and qualifications
are set out on pages 22 and 23 and their remuneration on pages 51 to 56.
Audit Committee
Mr R T Scholes (Chairman)
Mr R S Lidgate
Mr L J Wigglesworth
The Audit Committee meets four times each year and provides a link
between the Board and the Companys internal and external auditors on
matters coming within the scope of the Group audit. The main duties of the
Audit Committee are as follows:
I To review all Preliminary and Interim statements before they are

presented to the Board

It is a requirement of the Companys Articles of Association that each


Director should offer himself for re-election every three years. The Articles
similarly stipulate that any Director appointed by the Board is also required
to offer himself for re-election by the shareholders at the first Annual
General Meeting after such appointment.

I To review internal control procedures and risk management systems


I To review the internal audit function
I To oversee the Company's relations with the external auditor and to

approve the terms of engagement and the remuneration to be paid to the


external auditor in respect of audit services provided
I To recommend to the Board a policy in respect of the provision of

non-audit services provided by the external auditors to ensure their


independence and objectivity is not impaired

48

Crest Nicholson Annual Report 2005

Corporate governance
During the year the Committee carried out its duties as noted above.
Particular attention was paid to the accounting standards and policies in the
review of the financial statements. Under internal control procedures and
risk management systems both financial and non-financial controls were
assessed, improvements were identified and are being implemented.
The internal auditor's reports and the internal audit programme were
reviewed together with management's response to the internal auditor's
findings and recommendations. The Committee recommended a policy to the
Board regarding the provision of non-audit services. The Board adopted the
recommendation, which is not to use the external auditors for non-audit
services with the exception of tax advice and matters where the fee will not
exceed 50,000 in aggregate per annum unless specifically approved by the
Committee.
Details of the fees paid to the external auditors for audit and non-audit
services are set out in Note 4 on page 36.
The Committee does not become involved in the day to day running of the
business, which remains the responsibility of the Executive Directors.
The terms of reference of the Committee are published on the Company's
web site www.crestnicholson.com.
Remuneration Committee
Mr R S Lidgate (Chairman)
Mr R T Scholes
Mr L J Wigglesworth
The Remuneration Committee meets at least three times each year, to
establish and review, in consultation with the Chief Executive, the
remuneration and terms of employment of the Chairman, Deputy Chairman,
Executive Directors and certain senior executives. The fees for the NonExecutive Directors are decided by a Committee of the Board comprising the
Chairman, Chief Executive and Finance Director.
The terms of reference of the Committee are published on the Companys
web site www.crestnicholson.com.
Nomination Committee
Mr J W Matthews (Chairman)
Mr J Callcutt
Mr S Stone
Mr R S Lidgate
Mr R T Scholes
Mr L J Wigglesworth

(Resigned 31st October 2005)


(Appointed 1st November 2005)

The Nomination Committee meets at least every six months and as


necessary to assess the suitability of persons for appointment as Directors
and, when appropriate, nominates new candidates for the approval of the
Board. Prior to their appointment, all Non-Executive Directors are advised of
the time commitment considered necessary to enable them to fulfil their
responsibilities.
The terms of reference of the Committee are published on the Companys
web site www.crestnicholson.com.
Executive Committee
Mr J Callcutt (Chairman)
(Resigned 31st October 2005)
Mr S Stone (Chairman from 1st November 2005)
Mr P Callcutt
Mr D P Darby
Mr N I Hughes (Company Secretary)
Mr S Usher
(Appointed 1st November 2005)

The Committee meets regularly throughout the year and acts in an advisory
capacity in the creation and implementation of policy, trading strategies and
the taking of major decisions.
Committee for Social Responsibility
Mr J Callcutt (Chairman)
Mr R S Lidgate
Mr S Stone
(Appointed 23rd January 2006)
Mr L J Wigglesworth
(Resigned 23rd January 2006)
Mr N I Hughes (Company Secretary)
Mr P Donnelly (Environmental Manager)
The Committee for Social Responsibility is charged with managing the
Company's ethical, social and environmental policies so as to achieve
a balance between its commercial objectives and its obligations to society
at large.
Attendance at Board and Committee Meetings
The following table shows the number of meetings of the Board and each of
the Audit, Remuneration and Nomination Committees held during the year
ended 31st October 2005 and the attendance record of individual Directors.
Audit
Remuneration Nomination
Board Committee Committee Committee
Number of meetings

Mr J W Matthews

N/A

N/A

Mr J Callcutt

N/A

N/A

Mr P Callcutt

N/A

N/A

N/A

Mr D P Darby

N/A

N/A

N/A

Mr S Stone

N/A

N/A

N/A

Mr R S Lidgate

Mr R T Scholes

Mr L J Wigglesworth

Chairman
The Chairman has significant commitments other than as Chairman of the
Company and these are disclosed in his biography on page 22. The Board is
confident that these commitments do not hinder the ability of the Chairman
to discharge his duties to the Company effectively.

Directors remuneration
Please refer to the Remuneration Report on pages 51 to 56 for details of the
Directors remuneration.

Accountability and audit


A review of the Group's performance and financial position is included in the
Annual Review. The Board uses this and the Directors' Report to present a
balanced and understandable assessment of the Company's position and
prospects. The statement of Directors' responsibilities is shown on page 27
and the going concern statement is shown on page 24.
As indicated above, the Company has an established Audit Committee to
whom the external auditors, KPMG Audit Plc, and the Groups Internal
Auditor, report. The external auditors operate procedures to safeguard
against the possibility that the auditors objectivity and independence could
be compromised. This includes the use of independent reviewing partners
and annual independence confirmations by all staff. The auditors report to
the Audit Committee on matters including independence and non-audit fees
on an annual basis. In addition, the role of audit partner is rotated on a
periodic basis.

Crest Nicholson Annual Report 2005

49

Corporate governance
As regards internal control, the Directors acknowledge responsibility for the
systems set up within the Group for this purpose and for reviewing their
effectiveness. They are designed to provide reasonable but not absolute
assurance against material mis-statement or loss. The Company complies
with the Combined Codes principles on internal control reporting and
throughout the year has operated the procedures necessary to implement
the guidance on internal control contained in the Turnbull Report published
in September 1999.
The Group has the following established framework of internal controls:
Financial Reporting
There is a comprehensive budgeting system with an annual budget and
associated three year plan approved by the Directors. Actual results (or
performance) are reported against budget and revised forecasts of profit,
cash flow and balance sheets are prepared each month. The Company
reports to shareholders on a half yearly basis.
Operating Unit Controls
Controls and procedures, including information systems controls, are
detailed in policy and procedure manuals which are subject to regular review.
An Authority Manual details the general principles of and specifies the limits
arising from the delegation of authority within the Group. Day to day control
is exercised by the members of the Executive Committee (see above).
Risk Identification
The Group has established a Risk Review Committee (a sub-committee of
the Executive Committee) which meets from time to time to assess and
review the risks facing the business on an on-going basis and to ensure that
reasonable levels of control are implemented to address those risks.
Investment Appraisal
The Group has clearly defined systems for the authorisation and control of
projects, which are set out in a Land Manual. The key element is the Project
Committee (a sub-committee of the Executive Committee) which is
responsible for the authorisation of all major projects.
Centralised Functions
A number of the Groups key functions are controlled centrally. These include
finance, treasury, banking, litigation, taxation, pensions, insurance,
information technology, human resources, health & safety, public relations
and company secretarial.

Internal Audit
The Company maintains an internal audit unit which reports to the Audit
Committee. It is charged with carrying out examinations and investigations
which assist in providing the Audit Committee with reasonable assurance of:
I compliance with established policies and procedures
I the reliability and integrity of information
I the safeguarding of assets and the economical and efficient

use of resources

Relations with shareholders and the market


The Company encourages active dialogue with its private and institutional
shareholders, both current and prospective. The Chief Executive and Finance
Director make presentations to analysts following the Preliminary and
Interim Announcements. Meetings are also held with major institutional
shareholders. A wide range of relevant issues are discussed at investor and
analyst meetings including strategy, performance, management and
corporate governance. Shareholders are also kept up to date with Company
affairs through the Annual and Interim Reports and the Company's website.
Save in exceptional circumstances, all members of the Board attend the
Annual General Meeting which is used to communicate with private
investors. Their participation is welcomed and encouraged through a
question and answer session during the Meeting.
Both the Chairman and the Senior Non-Executive Director are available to
meet shareholders if requested. Non-Executive Directors are kept informed
of the views of shareholders and reports are provided to them on investor
and analyst meetings. The Companys financial public relations consultants
provide briefings to the Board on analyst opinion and compile independent
feedback from analyst meetings. The Companys brokers provide briefings to
the Board on institutional shareholder opinion and compile independent
feedback from meetings with institutional shareholders.
Approved by the Board of Directors and signed on its behalf

N I Hughes
Company Secretary
25th January 2006

Internal Control Systems and Procedures Review


The Company has developed a review process which enables key elements of
internal control systems and procedures to be monitored, with the aim of
identifying areas of weakness and ensuring that the appropriate corrective
action is taken. The process includes a review by the Board on an annual
basis and by the Risk Review Committee at each of its meetings. The review
focuses on five principal areas of interest:
I Control environment
I Identification and evaluation of risks and controls objectives
I Information and communication
I Control procedures
I Monitoring and corrective actions

A Group executive has been tasked to update the Risk Review documentation
in 2006.

50

Crest Nicholson Annual Report 2005

Remuneration report
This report has been prepared in accordance with the requirements of
Schedule 7A to the Companies Act 1985, the Listing Rules and the Combined
Code on Corporate Governance published in July 2003 (the 'Combined Code').

Unaudited Information
Remuneration Committee
The membership of the Remuneration Committee (the Committee) is set
out in the Corporate Governance Report. The principal terms of reference
of the Committee are as follows:
I To determine the remuneration of the Chairman, Deputy Chairman, the

Executive Directors, Company Secretary and operating unit managing


directors
I To agree the Group performance thresholds and individual specific

performance targets applicable to the bonus schemes


I To determine, after the end of the financial year, the amounts payable to

the Executive Directors and senior executives under the bonus schemes
I To agree to whom options and/or awards should be granted or awarded

under the Company's Executive Share Option Scheme and/or Long Term
Share Incentive Plan.
The Committee makes its determinations in consultation with the
Chief Executive and has access to professional advice inside and outside the
Company. During the year the Committee has taken advice from external
consultants Inbucon Consulting and CJW Remuneration Consultants, both of
whom were appointed by the Committee. None of the external consultants
has provided any other services to the Group.
Remuneration Policy
The Companys policy on remuneration is to provide an appropriate package
having regard to factors such as overall responsibilities, individual and Group
performance as well as market rates.
The Committee takes independent professional advice where appropriate and
has regard to information on compensation and salary levels in companies in
its peer group and industry generally.
The objectives of the remuneration policy are to:
I ensure that the individual rewards and incentives fairly relate to

the performance of the individual, the Company and the interests


of shareholders
I maintain a package which enables the Company to attract, retain and

motivate executives of the appropriate calibre and experience to further


the success of the Company
I maintain a remuneration package at or about the median level of a

consolidation of data compiled from companies in its peer group and all
industry reports
I ensure that, in accordance with the Combined Code, a significant

Salaries
Mr S Stone's salary was reviewed and increased to 427,300 with effect from
1st November 2005. Other Executive Directors' salaries are determined after
a review of the performance of the individual with effect from 1st January in
each year. As noted above, it is the policy of the Committee to pay at or about
the median level. The base pay awards are set out below:

S Stone (Chief Executive)


P Callcutt
D P Darby

per annum
427,300
260,000
260,000

% increase
32.7%
12.6%
9.9%

The increases follow the promotion of Mr S Stone to Chief Executive and


the allocation of additional duties to Mr P Callcutt and Mr D P Darby.
The increases are also supported by median level salary data provided
by Inbucon Consulting.
Fees for the Chairman and Deputy Chairman are determined by the
Remuneration Committee and for the Non-Executive Directors by a
Committee of the Board comprising the Chairman, Chief Executive and
Finance Director.
The Remuneration Committee reviewed the remuneration of the Chairman
from 1st May 2005 and the Deputy Chairman, on appointment, from
1st November 2005. The Chairmans fee had not been increased since
1st January 2004 and was increased by 30,000 per annum. The Committee
of the Board reviewed the Non-Executive Directors remuneration from
1st May 2005. The fees had not been increased since 1st January 2004 and
were increased by 2,000 per annum. No Director is included in any
proceedings of a Committee at which his own remuneration is discussed.
The remuneration awards are set out below:
per annum
J W Matthews (Chairman)
125,000
J Callcutt (Deputy Chairman)
240,000
R S Lidgate
35,000
R T Scholes
35,000
L J Wigglesworth
35,000
Bonus Schemes
The Company operates an annual bonus scheme. Annual bonuses for
Executive Directors, which are non pensionable and capped at 100% of base
pay, are subject to the attainment of challenging performance targets.
The 2005 annual bonuses were determined by reference to a scale of group
profit thresholds and will be paid in cash in March 2006.
The bonus arrangements for 2006 will be finalised in February 2006
following a review of market practice and the taking of independent advice.
The Committee also retains the right to award discretionary bonuses based
on individual performance.

proportion of Executive Directors remuneration is performance related.

Crest Nicholson Annual Report 2005

51

Remuneration report
Share Option Schemes
The Company operates two types of share option scheme:
1 Executive Share Options
Two Executive share option schemes have been approved by shareholders
in 1994 and 2004 respectively. The 1994 scheme is now time expired and any
new grants can only be made under the 2004 scheme. There are options
subsisting under the 1994 scheme and these will remain exercisable subject
to the 1994 scheme rules and to the satisfaction of any relevant performance
conditions. The last options under the 1994 scheme were granted on
3rd February 2004 subject to the condition that they may not normally be
exercised unless, in respect of a minimum of any three consecutive financial
years commencing on or after 1st November 2003, the increase in earnings
per share has exceeded inflation (as measured by the RPI) by an average of
at least 5% per annum. Details of options granted to Directors are shown
on page 55.
The Committee believes that executive share options still have an important
role to play in motivating senior executives within the Group. It is therefore
intended to grant options under the 2004 Scheme in February 2006, subject
to the condition that options will normally only be exercisable if, in the fixed
period of three consecutive financial years commencing on 1st November
2005, the increase in earnings per share has exceeded inflation (as
measured by the RPI) by an average of at least 5% per annum. If the
condition is not met after the three years, options will lapse and there will be
no re-testing of the condition. The 2004 scheme provides for grants of up to
one years base salary per annum (measured by reference to an option price
equal to the full market value of the shares at the time of grant) and it is
intended to grant options to Executive Directors of 100% of base salary (last
year 50%) with lower grant levels for less senior positions. The proposed
increase in the award is supported by advice from Inbucon Consulting.
The 2004 scheme has been designed to comply with best practice and, to
this end, extensive consultations were carried out with the main institutional
shareholder committees prior to its adoption.
2 Savings Related Share Options ('SAYE')
The current SAYE scheme was approved by shareholders in 1998 and
replaced the previous 1989 SAYE scheme. The involvement of employees in
the Group's performance is encouraged through participation in the SAYE
scheme. All employees, including Executive Directors, are eligible to
participate subject to a service qualification of 12 months and to invitation
periods as specified in the scheme rules. Current legislation restricts the
maximum aggregate amount that can be saved each month to 250 per
month. The number of shares over which options can be granted is restricted
to the anticipated savings at the end of a three or five year savings period
(including a tax-free bonus). Options are normally granted at an option price
representing 80% of the market value shortly before grant and, being an allemployee share option scheme, there are no performance conditions.
Share Incentive Plan
The Share Incentive Plan was approved by shareholders in 2003. All
employees, including Executive Directors, are eligible to participate after
continuous employment of twelve months. Current legislation limits the
maximum amount which can be saved to 1,500 per tax year (125 per
month). Deductions are made from employees monthly gross pay, before
deduction of tax and National Insurance, and shares are bought at the market
price. Employees also receive matching shares from the Company on a ratio
of one share for every two bought by the employee. Subject to the Rules, the
shares normally need to be held in trust for five years in order for employees
to enjoy the full benefits of the plan. There are no performance conditions.

Long Term Share Incentive Plan


The Crest Nicholson Long Term Share Incentive Plan was approved by
shareholders in 1999. The Committee is satisfied that the Plan conforms to
accepted levels of best practice and is consistent with a balanced
remuneration policy that will attract and retain the calibre of executive
required by the Group.
Awards under the Plan, which take the form of conditional rights to acquire a
defined number of shares in the Company, were made on 10th February 2005.
The awards will not normally vest for a period of three years and only then if
defined performance criteria are met and the participant remains in
employment with the Company. There are exceptions where the Committee
may exercise its discretion to release a proportion of the shares subject to an
award in certain defined circumstances including death, retirement or leaving
due to ill health, injury, etc. subject to the performance of the Company.
The performance criteria requires that, for full vesting to occur, the Total
Shareholder Return (TSR) of the Company when compared to the TSR of
companies in a defined peer group, currently consisting of 12 comparable
construction companies as set out below, places the Company at or above
the 75th percentile. If the Company is ranked below the 50th percentile no
shares vest, with 40% of the shares vesting at the 50th percentile and pro
rata vesting if the Company is ranked in between the 50th and 75th
percentiles. In addition there is an underlying performance criterion which
requires the Company's earnings per share to grow by at least inflation plus
2% per annum over the three year performance period.
The companies comprising the defined peer group are the following:
Barratt Developments PLC
Bellway plc
The Berkeley Group plc
Bovis Homes Group PLC

Taylor Woodrow plc


Westbury plc
Wilson Bowden plc
George Wimpey Plc

Although the plan rules provide for annual awards of up to 100% of base pay,
it is intended to award long term share incentives to Executive Directors at
50% of base pay in February 2006, with lower level awards for less senior
positions in accordance with the policy noted above.
Non-Executive Directors are not eligible to participate in any of the
Company's employee share plans.
Pension Scheme
The Company operates an Inland Revenue approved contributory defined
benefit occupational pension scheme for its eligible employees with a normal
pension age of 65. Executive Directors are also included in the scheme but
have a normal pension age of 60. The Company pays contributions to fund
additional benefits provided to Executive Directors and a former Company
Secretary. Spouses' and children's pensions on death in service are also
payable together with life assurance cover. Executive Directors, senior
executives and employees contribute 7% of salary. The accrued pension
increases to which each Director has become entitled during the year are set
out on page 54.
The defined benefit scheme was closed to new entrants with effect from 1st
October 2001. From that date eligible new entrants are able to join an Inland
Revenue approved contracted-in defined contribution occupational pension
scheme. Employees contribute between 3% and 5% of salary to this scheme.
Life assurance cover is also provided.
The Committee is reviewing the position arising from the impact of the new
pensions legislation to be introduced from 6th April 2006. It is not anticipated
that additional costs will be incurred as a result of the changes.

About 40% of eligible employees participate in this scheme and/or the


SAYE Scheme.

52

Crest Nicholson PLC


McCarthy & Stone plc
Persimmon plc
Redrow plc

Crest Nicholson Annual Report 2005

Remuneration report
Service contracts
The Executive Directors have one year rolling service agreements and it is
the Company's intention to continue with this policy. Mr P Callcutt's and Mr D
P Darby's agreements are dated 25th January 2005. Mr S Stone's terms of
appointment have been agreed following his promotion. His pensionable
base pay is limited to 322,000, subject to annual increase. In the event of a
change of control, he will be entitled to a sum representing one year's salary
and benefits if his employment is terminated within three months of a
change of control becoming effective.
The Chairman has a six months notice period and the Deputy Chairman a
three months notice period.
The expiry dates of the Non-Executive Directors letters of appointment are
noted in the Corporate Governance Report. In the event of early termination
of appointment within 3 months of a change of control, Non-Executive
Directors will be entitled to compensation equivalent to 6 months of the
annual fee if more than 12 months of the appointment is unexpired. The
compensation reduces to 3 months in the last year of appointment.

Performance graph
The graph below shows the total shareholder return over the last five years
against the FTSE 250 share index. The FTSE 250 index has been selected for
comparison as the Company is a constituent of that index as are the
Company's key competitors.
The graph shows the theoretical growth in the value of a shareholding over
the specified period, assuming that dividends are re-invested to purchase
additional units of equity.
Total Shareholder Return Graph
400

Crest Nicholson

350
300
250
200
150

FTSE 250

100
50

2000

Audited Information

2002

2001

2003

2004

2005

Directors' remuneration
The remuneration of the individual Directors was:

Chairman
J W Matthews
Chief Executive
J Callcutt
Executive Directors
P Callcutt
D P Darby
S Stone
Non-executive Directors
R S Lidgate
R T Scholes
L J Wigglesworth

Salary
/fees
000

Performance
related bonus
000

Benefits
in kind
000

2005
Total
000

2004
Total
000

95

95

95

398

54

25

477

759

224
230
315

31
32
43

20
21
14

275
283
372

396
413
577

34
34
34

34
34
34

33
33
33

1,364

160

80

1,604

2,339

Emoluments include fees paid to the Chairman and the Non-Executive Directors totalling 197,000 (2004 194,000).
Aggregate gains at the point of exercise of share options were 24,000 (2004 8,000).
Benefits in kind principally include car benefits and medical expenses insurance.

Crest Nicholson Annual Report 2005

53

Remuneration report
Directors' interests pension benefits
The Company provides pension entitlements to Directors that are defined benefit in nature. Details of the entitlements of those who served as Directors
during the year are as follows:
Accrued
benefit at
year end

Increase in
accrued benefit
in year

Increase in
accrued benefit
in year

000

(1)
000

258
88
14
54

23
14
4
11

J Callcutt
P Callcutt
D P Darby
S Stone

Transfer
value of
benefit at
start of year

(2)
000

Transfer
value of
increase in
benefit
(1)&(3)
000

30
16
5
12

401
204
58
120

3,814
986
126
432

000

Transfer
Change in
value of transfer value
benefit at
in year
end of year
(3)
000
000
4,786
1,331
204
605

952
334
74
167

(1) Excluding inflation


(2) Including inflation
(3) Excluding Directors contributions
Directors interests - shares
The interests of the Directors in the shares of the Company were as follows:
At 31st October 2005
Ordinary
Deferred
Shares
Shares

LTIP
Shares

Share
Options

Ordinary
Shares

259,289
130,836
59,178
187,742
-

78,714
136,978
39,435
45,319
-

212,182
164,005
111,203
730
4,000
206,091
6,175

At 31st October 2004


Deferred
LTIP
Shares
Shares

Share
Options

Beneficial
J W Matthews
J Callcutt
P Callcutt
D P Darby
R S Lidgate
R T Scholes
S Stone
L J Wigglesworth

212,182
164,005
111,781
11,308
4,000
235,527
6,175

63,106
29,781
69,333
-

63,106
29,781
110,900
-

278,843
131,607
28,304
190,809
-

78,714
106,822
18,561
5,521
-

Since 31st October 2005, Mr J Callcutt has increased his holding in the ordinary shares of the Company by 3,714 shares following the exercise of his
SAYE option. Mr P Callcutt, Mr D P Darby and Mr S Stone have each increased their holdings in the ordinary shares of the Company by 130 shares as a
result of participation in the Share Incentive Plan. All the other interests of the Directors in the share capital of the Company are unchanged at the date
of these accounts.
Non-beneficial
In common with all employees and former employees of the Crest Nicholson Group, the Executive Directors have a non-beneficial interest, as potential
beneficiaries, in the 278,544 ordinary shares in the Company held by the trustees of The Crest Nicholson Employee Share Ownership Trust.

54

Crest Nicholson Annual Report 2005

Remuneration report
Directors' interests - share options
The options over the Company's ordinary shares set out in the above table are as follows:

J Callcutt
Performance Related Options
1994 Executive Scheme
2004 Executive Scheme
Savings Related Options
1998 Scheme

P Callcutt
Performance Related Options
1994 Executive Scheme

2004 Executive Scheme


Savings Related Options
1998 Scheme

D P Darby
Performance Related Options
1994 Executive Scheme
2004 Executive Scheme
Savings Related Options
1998 Scheme

S Stone
Performance Related Options
2004 Executive Scheme
Savings Related Options
1998 Scheme

Note

At
31.10.04

(iii)
(vi)

75,000
-

(i)
(ii)
(iii)
(iv)
(vi)

(v)
(vi)

(vi)

At
31.10.05

Date of
Grant

75,000
-

3.2.99
10.2.05

129p 2002-2009
383p 2008-2015

3,714

3,714

7.8.00

105p 2005-2006

78,714

78,714

50,000
20,000
20,000
9,000
-

50,000
20,000
20,000
9,000
30,156

10.2.97
6.2.98
3.2.99
28.1.00
10.2.05

91p
112p
129p
138p
383p

6,529
1,293

6,529
1,293

14.8.01
30.7.03

170p 2006-2007
186p 2006-2007

106,822

136,978

30,874

1.2.02
10.2.05

211p 2005-2012
383p 2008-2015

8,561

8,561

30.7.03

186p 2008-2009

18,561

39,435

42,036

10.2.05

383p 2008-2015

2,664
619

7.8.00
27.7.04
26.7.05

105p 2005-2006
283p 2007-2008
306p 2008-2009

10,000
-

2,857
2,664
-

Granted

Exercised
Note (vii)

52,610

Lapsed

(52,610)

30,156

(10,000)
30,874

42,036
(2,857)
619

5,521

Option
price

Exercise
Period

2000-2007
2001-2008
2002-2009
2003-2010
2008-2015

45,319

Notes
(i) These options were granted subject to the additional condition that they may not
normally be exercised unless, in respect of a minimum of any three consecutive
financial years commencing on or after 1st November 1996, the increase in the
earnings per share has exceeded inflation (as measured by the RPI) by an average
of at least 5% per annum. This condition was satisfied by the earnings per share
achieved in the three years ended 31st October 1999.
(ii) These options were granted subject to the same additional condition as the options
granted under note (i) with the exception that the three consecutive financial years
commence on or after 1st November 1997. This condition was satisfied by the
earnings per share achieved in the three years ended 31st October 2000.
(iii) These options were granted subject to the same additional condition as the options
granted under note (i) with the exception that the three consecutive financial years
commence on or after 1st November 1998. This condition was satisfied by the
earnings per share achieved in the three years ended 31st October 2001.
(iv) These options were granted subject to the same additional condition as the options
granted under note (i) with the exception that the three consecutive financial years
commence on or after 1st November 1999. This condition was satisfied by the
earnings per share achieved in the three years ended 31st October 2002.

(v) These options were granted subject to the same additional condition as the options
granted under note (i) with the exception that the three consecutive financial years
commence on or after 1st November 2001. This condition was satisfied by the
earnings per share achieved in the three years ended 31st October 2004.
(vi) These options were granted subject to the same additional condition as the options
granted under note (i) with the exception that the increase in earnings per share is
measured over one fixed period of three consecutive financial years commencing on
1st November 2004.
(vii) On 1st February 2005 Mr Darby exercised executive options over 10,000 shares at
the exercise price of 211p when the market price was 367p. Mr Darby retained all
the shares and the notional gain at the point of exercise was 15,600. On 6th
October 2005 Mr Stone exercised savings related options over 2,857 shares at the
exercise price of 105p when the market price was 402p. Mr Stone retained all the
shares and the notional gain at the point of exercise was 8,485.
(viii) All the above options may be exercised earlier in certain circumstances such as
leaving due to injury, disability or redundancy etc.
(ix) The middle market price of an ordinary share on 1st November 2004 was 333p and
at the close of business on 31st October 2005 was 394p. During the year the middle
market price ranged between 333p and 447p.
(x) No payment is made for the grant of any option and no performance related options
are granted at a discount to market price.

Crest Nicholson Annual Report 2005

55

Remuneration report
Directors' interests - long term incentive plan

J Callcutt

P Callcutt

D P Darby

S Stone

Date of Award

Price on Award

Awards at
31.10.04

Awarded

Vested

Awards at
31.10.05

31.1.01
7.3.02
6.2.03
10.2.04
10.2.05

194p
243.5p
204.5p
348p
383p

72,164
66,478
87,041
53,160
-

52,610

(72,164)
-

66,478
87,041
53,160
52,610

278,843

52,610

(72,164)

259,289

30,927
30,595
42,787
27,298
-

30,156

(30,927)
-

30,595
42,787
27,298
30,156

131,607

30,156

(30,927)

130,836

28,304
-

30,874

28,304
30,874

28,304

30,874

59,178

45,103
44,353
61,124
40,229
-

42,036

(45,103)
-

44,353
61,124
40,229
42,036

190,809

42,036

(45,103)

187,742

31.1.01
7.3.02
6.2.03
10.2.04
10.2.05

10.2.04
10.2.05

31.1.01
7.3.02
6.2.03
10.2.04
10.2.05

194p
243.5p
204.5p
348p
383p

348p
383p

194p
243.5p
204.5p
348p
383p

Notes
(i) The conditional rights to shares awarded on 31st January 2001 vested in full on 26th January 2005 when the middle market price was 375p per share.
(ii) The conditional rights to shares awarded on 10th February 2005 will not normally vest for a period of 3 years and only then if defined performance criteria are met. All prior
awards are subject to the same conditions except that they will not normally vest for a period of 4 years.

Directors' interests - deferred shares

J Callcutt

P Callcutt

S Stone

Date of Award

Price on Award

Awards at
31.10.04

Awarded

Vested

Awards at
31.10.05

6.2.03
10.2.04

204.5p
348p

39,578
23,528

39,578
23,528

63,106

63,106

18,215
11,566

18,215
11,566

29,781

29,781

41,567
52,811
16,522

(41,567)
-

52,811
16,522

110,900

(41,567)

69,333

6.2.03
10.2.04

1.2.02
6.2.03
10.2.04

204.5p
348p

210.5p
204.5p
348p

Notes
(i) The rights to shares awarded on 1st January 2002 vested in full on 1st February 2005 when the middle market price was 367p per share.
(ii) The deferred shares were awarded under a bonus scheme that has been discontinued. The shares will normally vest three years after the date of award (or earlier in certain
circumstances). The rights to the shares will be forfeited if the executive leaves voluntarily prior to the three year vesting date.

By Order of the Board


R S Lidgate
Chairman, Remuneration Committee
25th January 2006

56

Crest Nicholson Annual Report 2005

Five year record


2001
m

2002
m

2003
m

2004
m

2005
m

392.9
193.2

515.5
180.9

550.5
23.9

643.2
-

714.3
-

586.1

696.4

574.4

643.2

714.3

59.6
1.2

79.2
(3.4)

87.3
-

94.9
-

94.9
-

60.8

75.8

87.3

94.9

94.9

15.2%

15.4%

15.9%

14.8%

13.3%

49.3
1.2

66.3
(3.3)

74.6
-

82.1
-

79.2
-

50.5

63.0

74.6

82.1

79.2

1,543
186,700
10,424
185,800
11,862

1,899
225,100
10,760
197,600
13,735

1,936
239,300
13,204
187,900
13,236

2,524
210,000
15,060
192,200
13,182

2,486
219,600
14,945
184,500
12,181

Balance sheet
Shareholders' funds
Net borrowings

214.0
102.5

247.1
131.8

285.8
81.9

328.4
178.4

367.4
160.0

Capital employed

316.5

378.9

367.7

506.8

527.4

Gearing
Return on shareholders' funds (average)
Return on capital employed (average)

48%
25.1%
20.8%

53%
27.3%
21.8%

29%
28.0%
23.4%

54%
26.7%
21.7%

44%
22.8%
18.4%

Ordinary shares
Earnings per share
Dividends per share
Dividend cover
Net tangible assets per share

30.8p
8.0p
3.8x
164p

38.8p
9.5p
4.1x
192p

45.2p
11.0p
4.1x
224p

49.4p
12.3p
4.0x
260p

47.0p
12.9p
3.6x
294p

Turnover (including joint ventures)


Development
Construction - discontinued

Operating profit (including joint ventures)


Development
Construction - discontinued

Operating margin - development


Pre-tax profit
Development
Construction - discontinued

Housing
Houses sold (units)
Average selling price
Land bank Short term (units)
Average selling price
Land bank Strategic (units)

Note:

The figures for 2001 have been restated to reflect the change in income recognition policy effected in 2002.
The figures for 2003 have been restated for the effect of UITF38 Accounting for ESOP Trusts effected in 2004.

Crest Nicholson Annual Report 2005

57

Group directory
Crest Nicholson (Chiltern) Limited

Crest Nicholson Developments Limited

Telephone
Fax
Russell Legg

Telephone
Fax
Paul Callcutt

01442 219921
01442 219829
Managing Director

01932 847272
01932 820742
Managing Director

Crest Nicholson (Eastern) Limited

Crest Nicholson Projects Limited

Telephone
Fax
James Moody

Telephone
Fax
Chris Tinker

01277 693230
01277 693277
Managing Director

01932 847272
01932 820742
Managing Director

Crest Nicholson (Midlands) Limited

Crest Partnership Homes Limited

Telephone
Fax
Bill Box

Telephone
Fax
Colin Smith

01827 60888
01827 62914
Managing Director

01932 847272
01932 858217
Managing Director

Crest Nicholson (South) Limited


Telephone
Fax
David Huggett

01932 700500
01932 700555
Managing Director

Crest Nicholson (South East) Limited


Telephone
Fax
Steve Jones

01959 564282
01959 564177
Managing Director

Crest Nicholson (South West) Limited


Telephone
0117 923 6600
Fax
0117 969 5792
John Gatehouse Managing Director

58

Crest Nicholson Annual Report 2005

Shareholder information
Substantial Shareholdings at 25th January 2006
The Company has been notified, in accordance with the Disclosure of Interests in Shares (Amendment) Regulations 1993, of the following substantial interests
in the ordinary share capital of the Company at the date of this report:

Heron International Limited


FMR Corporation and Fidelity International Limited
HBOS plc
Legal & General Investment Management Limited

Number of
Shares held
26,200,000
7,214,189
4,393,040
4,271,672

% of
total
23.30%
6.41%
3.91%
3.80%

The Directors are not aware of any other person who is beneficially interested in 3% or more of the issued share capital.

Analysis of Share Register at 31st October 2005


Ordinary Shares
Size of holding
1 - 500
501 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 50,000
50,001 - 100,000
100,001 upwards

Number
of holders
615
406
912
181
191
37
114

% of
Total
25.0
16.5
37.1
7.4
7.8
1.5
4.7

Shares
held
thousands
155,846
331,324
2,187,934
1,294,556
4,278,654
2,568,887
101,589,981

% of
total
0.1
0.3
2.0
1.1
3.8
2.3
90.4

2,456

100.0

112,407,182

100.0

The middle market price of an ordinary share on 1st November 2004 was 333p and at the close of business on 31st October 2005 was 394p.
During the year the middle market price ranged between 333p and 447p.

Financial Calendar
Annual General Meeting
Results Interim
Results Full Year
Dividend payment dates
Interim
Final

7th April 2006


June
January

Dealing Information
FT Share Price Service 0906 843 2276
TOPIC and SEAQ Number
50748

September
April

The Annual General Meeting will be held at the Runnymede Hotel, Windsor Road, Egham, Surrey on Friday, 7th April 2006 at 12.00 noon. The resolutions to be
proposed appear in a separate Notice of Meeting to be sent to shareholders.

Registrars
Lloyds TSB Registrars
The Causeway, Worthing
West Sussex BN99 6DA
Telephone 0870 600 3964
Web www.lloydstsb-registrars.co.uk
www.shareview.co.uk

Crest Nicholson PLC


Registered Number 1040616
Head Office and Registered Office
Crest House, 39 Thames Street
Weybridge, Surrey KT13 8JL
Telephone 01932 847272
Facsimile 01932 858217
Web www.crestnicholson.com
E-mail info@crestnicholson.com

Crest Nicholson Annual Report 2005

59

IMAGE: Port Marine, Portishead

60

Crest Nicholson Annual Report 2005

As part of Crest Nicholson's continuing partnership with the Waste and


Resources Action Programme (WRAP), the Group has introduced a new
environmental paper procurement policy. This has increased the usage
and specification of recycled paper stocks throughout the corporate
business, diverting paper waste from UK Landfill. This report is printed on
environmentally friendly Take 2 silk which is 40% De-Inked Pre-Consumer
Waste (DIPCW) + 35% pre-consumer waste and 25% virgin fibre (of which
20% is Forest Stewardship Council (FSC) certified and chlorine free).

Crest Nicholson Annual Report 05

CREST NICHOLSON PLC


HEAD OFFICE AND REGISTERED OFFICE
CREST HOUSE 39 THAMES STREET
WEYBRIDGE SURREY KT13 8JL
TELEPHONE 01932 847272
FACSIMILE 01932 858217

www.crestnicholson.com

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