BIDCORP PLC 
 
Report & Accounts 
 
2003 
  PROFILE
Bidcorp plc is listed on the London Stock
Exchange in the transport sector and
focuses on the provision of services in the
automotive, shipping and property and
outsourced services sectors in the
United Kingdom and
continental Europe.
The Group’s objective
is to enhance shareholder
wealth through real growth in earnings by
means of both organic and acquisitive
growth, and control of funds employed.
The Group’s philosophy for motivating
management is based on a decentralised
structure with strong incentives to exceed
realistic goals.
BIDCORP PLC BIDCORP PLC
CONTENTS
Page
Financial highlights 2
Operational overview 3
Directors 4
Chairman’s statement 6
Chief executive’s review of operations 8
Financial report 14
Review of operations 16
Automotive Services 16
Shipping Services 20
Property and Outsourced Services 22
Environmental policy 24
Management directory 25
Financial statements 26
Report of the directors 26
Report of the remuneration and nomination committee 34
Consolidated profit and loss account 38
Balance sheets 39
Consolidated cash flow statement 40
Statement of total consolidated recognised gains and losses 41
Reconciliation of movements in shareholders’ funds 41
Notes to the financial statements 42
Independent auditors’ report 65
Notice of meeting 67
Administration 69
Shareholders’ diary 69
Form of proxy Enclosed
ANNUAL REPORT 2003
CONTENTS
1 BIDCORP PLC
2
FINANCIAL
HIGHLIGHTS
18 months
ended 12 months ended December 31
June 30
2003 2001 2000 1999 1998 1997 1996
EXTRACTS FROM FINANCIAL
STATEMENTS (£000’S)
Turnover 204,484 129,486 146,061 139,897 87,420 59,593 42,371
Operating (loss) profit (2,044) (12,642) (6,824) 3,465 9,052 5,365 3,127
Income attributable to shareholders (2,144) (14,172) (19,049) 2,422 6,725 2,341 2,257
Shareholders’ funds 47,374 19,530 35,294 56,480 57,050 52,231 29,802
Total assets 92,951 93,426 112,446 145,605 121,312 111,612 58,697
SHARE STATISTICS
Dividends per share (pence) Nil Nil 0.60 2.50 2.45 2.25 1.88
Dividend cover (times) Nil Nil (25.8) 1.0 2.7 0.9 7.2
Dividend yield (%)
Net asset value per share (pence) 19.1 19.1 34.5 55.2 55.9 50.9 45.0
Share price (pence)
high 28.00 29.00 75.50 89.00 96.00 103.00 84.00
low 13.00 13.00 19.50 40.00 51.50 67.50 65.00
closing (at year-end) 21.25 22.50 30.50 74.50 51.50 74.50 73.00
Market capitalisation (£000’s) 52,747 23,021 31,207 75,990 52,530 76,409 48,370
RATIOS AND STATISTICS
Return on total shareholders’ interest (%) (10.98) (40.15) (33.73) 4.25 12.88 7.86 7.78
Operating income margin (%) (1.00) (9.59) (4.67) 2.48 10.35 9.00 7.38
Current asset ratio (0.92) (0.60) (0.78) (0.93) (1.32) (1.06) (1.06)
Quick asset ratio (0.88) (0.54) (0.72) (0.89) (1.19) (0.99) (1.04)
Number of employees 1,687 1,744 1,737 1,914 900 550 267
Number of shares in issue (000’s) 248,219 102,317 102,317 102,000 102,000 102,562 66,261
Weighted number of shares in issue (000’s) 248,219 102,317 102,040 102,000 102,862 90,329 66,664
Note: The impact of FRS17 ‘Pensions and Retirement Benefits’ and FRS19 ‘Deferred Tax’ on interest payable, taxation and equity shareholders’ funds, is
only shown for the years 2000, 2001 and 2003. AUTOMOTIVE SERVICES
The Automotive Services division, based primarily in the United Kingdom, offers a comprehensive range of services to
the automotive sector. These services, mainly operating under the ‘Ontime’ brand name, include volume vehicle
distribution, specialist delivery services of prestige marques, prototype vehicles and clay models, repatriation of vehicles
from mainland Europe, vehicle pre-delivery inspections and refurbishment and niche marketing and support services.
Major customers include the world’s leading automotive manufacturers.
The division’s operations also include Ontime Rescue and Recovery, the largest rescue and recovery operation
outside of the motoring clubs. This operation provides services to the motoring organisations, police authorities and
large commercial fleet owners.
The Traffic Management operation provides a clamping and removal service for local borough councils. 
SHIPPING SERVICES
Bidcorp’s shipping interest consists principally of a cross-Channel freight ferry service trading as Dartline and a ship
chartering and management company, Ropner Ship Management. Bidcorp owns a port at Dartford from which it
provides a ferry service to Zeebrugge in Belgium, Vlissingen in Holland and Dunkerque in France for both
accompanied and unaccompanied trailers and containers.
Bidcorp owns six ro-ro (roll-on, roll-off) freight ferries. The three Kawasaki built vessels each have 2,723 lane
metres, with the capacity to carry 155 trailers. The three Bazias class vessels have 1,225 lane metres with the
carrying capacity for 93 trailers. All three of the Kawasaki vessels have been on charter to the Ministry of Defence
(MoD) during the past months, but will be returning in the near future to be available to meet the demands of
Dartline’s growth in traffic.
PROPERTY AND OUTSOURCED SERVICES
The Property and Outsourced Services division provides property management solutions both internally and
externally. It is also involved in developing the Group’s property assets and manages car-parking facilities for local
councils.
ANNUAL REPORT 2003
OVERVIEW
3
OPERATIONAL
OVERVIEW BIDCORP PLC
4
EXECUTIVE, NON-EXECUTIVE
AND INDEPENDENT
DIRECTORS
EXECUTIVE DIRECTORS
NON-EXECUTIVE DIRECTORS
RODGER WILLIAM GRAHAM (57)■
Group chief executive
Appointed: January 3  2002
Directorships: Chief executive of Bidcorp plc; The Bidvest Group Limited
Rodger has twenty years’ experience in the textile industry and eleven years in the freight industry. Rodger holds an MBA and was
appointed to the Board of The Bidvest Group Limited in 2001.
IAN ROGER SPRY (56)
Executive director
Appointed: January 3  2002
Directorships: Bidcorp plc
Ian joined Bidcorp plc in May 1994 through the acquisition of Sheertruck International where he had been employed since 1983 after
fifteen years’ experience in the accountancy profession. He is currently managing director of Volume Distribution, and Ian has
extensive operational and commercial experience within the vehicle distribution industry.
DA VID ALEXANDER WINDUSS (41)
Executive director
Appointed: January 3  2002
Directorships: Bidcorp plc
David joined Bidcorp plc in December 1994 through the acquisition of Embassy Property Group plc. He served in a financial and
commercial capacity prior to his appointment as managing director of the Car Park Management business. Prior to joining Bidcorp,
he qualified as a chartered accountant and worked in the property arm of Hanson plc and for Tarmac Properties Limited.
BRIAN JOFFE (56)■
Non-executive chairman
Appointed: January 3  2002
Directorships: Chairman of Bidcorp plc; executive chairman of The Bidvest Group Limited; chairman of Bidvest plc
Brian qualified as a chartered accountant in South Africa in 1972 and has served as executive chairman of The Bidvest Group Limited
since its inception in 1988. Brian has more than thirty years of South African and international commercial experience.
STEPHEN DA VID BENDER (38)
Non-executive director
Appointed: January 3  2002
Directorships: Bidcorp plc; several United Kingdom based Bidvest companies
Stephen has sixteen years’ experience as a United Kingdom accountant – including audit, commercial financial management and
acquisition investigations. 
MICHAEL JAMES KINGSHOTT (56)
Non-executive director
Appointed: January 31  2002
Directorships: Bidcorp plc; Kingshott Holdings Limited; Medibureau Limited; Bizspace Southern Limited
Michael served as managing director of Bidcorp plc from 1994 to early 2002, prior to which he was chairman of Sally Ferries.
Michael also co-founded the former Sheertruck International Limited and Seaking Limited, a vehicle pre-delivery inspection
specialist.
LINDSAY PETER RALPHS (47)■
Non-executive director
Appointed: January 3  2002
Directorships: Bidcorp plc; The Bidvest Group Limited
Lindsay joined The Bidvest Group Limited as operations director in 1992 and is also chairman of Bidserv, a division of The Bidvest
Group Limited. Lindsay is a chartered accountant in South Africa. ANNUAL REPORT 2003
DIRECTORS
5
DA VID KEITH ROSEVEAR (47)■
Non-executive director
Appointed: January 3  2002
Directorships: Bidcorp plc; The Bidvest Group Limited; Bidvest plc
David has many years of diverse experience, including nine years of international executive experience in the motor industry. David is
a chartered accountant and an executive director of The Bidvest Group Limited, responsible, as chairman, for the Bidfreight division.
BRIAN PATRICK CONNELLAN (63)■
Non-executive director
Appointed: May 28  2002
Directorships: Bidcorp plc; several large listed companies in South Africa 
After qualifying as a chartered accountant in South Africa in 1963, Brian has gained many years of diverse experience. After joining
Barlow Rand Limited in 1964 he ran several manufacturing and distribution operations within the group and joined the board in 1985
as executive chairman of its building material, steel and paint division. He moved to Nampak Limited in 1990 where he was executive
chairman until 2001.  
ANTHONY RODERICK CHICHESTER BANCROFT COOKE (62)
Non-Executive Director
Appointed: May 28  2002
Directorships: Bidcorp plc; James Fisher & Sons plc; West of England Shipowners Mutual Insurance Association
Anthony qualified as a chartered accountant in 1964 and led the management buy-out of Ellerman Lines in 1985 and its subsequent
sale to Trafalgar House in 1987. He was president of the Chamber of Shipping in 1996/7. Anthony is currently vice-chairman of The
Baltic Exchange and president of The Institute of Chartered Shipbrokers.
JOSEPH LEON PAMENSKY (73)■
Non-executive director
Appointed: January 3  2002
Directorships: Bidcorp plc; The Bidvest Group Limited; Bidvest plc and numerous public and private companies
Joe is the longest serving non-executive director of The Bidvest Group Limited with over forty years’ experience in the financial,
insurance and banking industries and the recipient of a number of business and public awards. He serves as non-executive director on
the boards of both public and private companies in South Africa and internationally, and is a member of several audit and
remuneration committees. 
ERIC ARTHUR WORRALL (58)
Non-executive director
Appointed: January 3  2002
Directorships: Bidcorp plc; Messenger Leisure Limited
Eric joined the Board of Bidcorp plc in May 1999 as a part-time executive director with a customer development and relationship
role. He has played a key role in the Duke of Edinburgh awards for many years.
COMMITTEES
Audit Committee
SD Bender, BP Connellan, ARCB Cooke, JL Pamensky (chairman), DK Rosevear
Remuneration and Nomination Committee
SD Bender, ARCB Cooke, DK Rosevear (chairman), EA Worrall 
Executive Committee
DC Brinklow, RW Graham, R Herman, PC Scott, IR Spry, KE Torlage, DA Winduss 
■ South African
NON-EXECUTIVE DIRECTORS
INDEPENDENT DIRECTORS BIDCORP PLC
6
INTRODUCTION
Bidcorp plc has over the past eighteen months been recapitalised and
begun a process of stabilising the businesses. A strategic assessment of
all the areas of the business activities was conducted. Management was
tasked with reducing costs and addressing returns on the assets
employed. This task continues with some initial benefits being realised. 
We experienced a slow down in market activity, particularly in the
automotive services sector, as well as other setbacks. Whilst it is
disappointing not to be able to show markedly improved financial 
results, I remain optimistic about Bidcorp’s future. We have avoided
pursuing expansion opportunities until a stable foundation has been
achieved. 
STRATEGY
The strategic assessment resulted in the closure of a number of
businesses at significant cost. Our focus has been on restructuring the
continuing businesses and establishing the appropriate processes,
structures and philosophies to generate sustainable growth. Once
achieved we will turn our attention to exploring growth opportunities 
and new strategic initiatives, one of which is to ensure Bidcorp’s
participation in the trade between the United Kingdom, continental
Europe and southern Africa.
The reorganisation of the Group is progressing satisfactorily. Sustainable
business transformations require persistence and perseverance. Bidcorp’s
turnaround has taken place in incremental stages while carefully building
the critical mass required to create ‘breakthrough’ opportunities.
Unlocking value is a difficult and demanding task, but the implementation
of a decentralised and entrepreneurial culture has brought new energy to
the Group.
Management’s focus on cost savings and operational efficiencies is
ongoing and we believe the businesses are now appropriately structured
to benefit from opportunities, especially once the markets improve.
CHAIRMAN’S
STATEMENT
Whilst tough
economic conditions
have slowed the
turnaround,
Bidcorp is well
positioned to
benefit from
market
improvements
Brian Joffe
Chairman ECONOMIC CONDITIONS
First world countries recorded slower real growth rates in the reporting
period. Uncertainty in the world economy was exacerbated by the war in
Iraq and the disruption occurring during an economic slowdown. Leading
indicator industries, such as the automotive industry, were particularly 
hard hit. 
FINANCIAL HIGHLIGHTS
Group turnover from continuing operations amounted to £189.8 million.
Operating profit, excluding exceptional items and discontinued
operations, amounted to £0.8 million. Finance costs were £1.6 million,
reflecting the reduction in the Group’s gearing to 28% (2001: 209%).
Turnover and operating losses, including closure costs in respect of
discontinued operations, amounted to £14.7 million and £2.9 million,
respectively.
PROSPECTS
Significant progress has been made in establishing a solid foundation to
support long term sustainable growth and profitability for Bidcorp.
Change is always difficult and it has been a demanding time for the
Group. My thanks go to the management and staff for their efforts in
trying circumstances.
Whilst tough economic conditions have slowed the turnaround, Bidcorp is
well positioned to benefit from market improvements. 
BRIAN JOFFE
August 14  2003
ANNUAL REPORT 2003
CHAIRMAN’S STATEMENT
7 BIDCORP PLC
8
The financial period under review is from January 1  2002 to June 30
2003, to bring the Group into line with the reporting period of its 
principal shareholder, The Bidvest Group Limited. The trading figures in
this report therefore compare this eighteen-month period with those of the
previous twelve months to December 31  2001.
The focus has been on identifying those businesses that fit our strategic
vision, ensuring that the appropriate management and structures are in
place, and disposing of or closing those businesses, which do not fit our
strategy. A number of the continuing businesses have required extensive
restructuring. There have been significant costs associated with this
process and these are reflected in the results of both the continued and
discontinued operations.
The combination of adverse market conditions and a number of trading
incidents resulted in a disappointing operating loss for the six months to
the end of June 2003. These incidents included an accident involving one
of our ferries, the write-off of amounts owing by an insolvent Dartline
debtor and the costs of terminating an unacceptable long standing contract
with an automotive customer. There were also a number of one-off costs
associated with the reorganisation of the Group.
The balance sheet is extremely sound with gearing of 28%, following an
equity injection of £31 million, despite the expenditure of £15 million on
a capital equipment replacement programme and £9.7 million hire
purchase repayments in respect of commitments made in earlier periods.
Long term borrowings of £2.7 million were also repaid. The business
generated cash at an operating level despite the losses recorded.
The operations are grouped into three divisions – Automotive Services,
Shipping Services and Property and Outsourced Services.
MARKET CONDITIONS
Market conditions were tough, particularly in the first half of the 2003
calendar year. This was especially true of the Automotive Volume
Distribution business where it proved difficult to maintain margins in a
highly competitive market and in the Automotive Specialist Operations
business where manufacturers’ promotional activities were severely
curtailed. A further round of cost reductions was instituted as a result of
these developments.
CHIEF EXECUTIVE’S
REVIEW OF OPERATIONS
The focus has been on
identifying those
businesses that fit our
strategic vision
and ensuring that
the appropriate
management and
structures are
in place
Rodger Graham
Chief executive The demand for cross-Channel freight ferry services on the routes that we
operate was markedly reduced during the period of the war in Iraq, and is
only now returning to pre-war levels.
SEGMENTAL ANALYSIS
18 months 12 months
June 30 December 31
2003 2001
£’000 £’000
Turnover 204,484 129,486
Automotive Services 138,823 78,836
Shipping Services 61,101 37,589
Property and Outsourced Services 4,560 13,061
Operating profit (loss) (2,044) (12,642)
Automotive Services (2,446) (11,197)
Shipping Services (26) (1,558)
Property and Outsourced Services 428 113
Net assets excluding debt 60,473 60,279
Automotive Services 24,550 20,135
Shipping Services 33,823 35,951
Property and Outsourced Services 2,100 4,193
OPERATIONAL REVIEW
Automotive Services
Bidcorp’s Automotive Services division provides an extensive range of
services to the automotive industry including volume and specialised
transport, pre-delivery inspection and preparation as well as specialised
transportation of vehicles across the Channel and throughout Europe. The
division is also a significant player in the rescue and recovery industry in
the United Kingdom.
The automotive industry experienced difficult trading conditions with a
resultant drop in the volumes of new vehicle sales and pressure on
margins. The industry as a whole is actively focused on cost savings and
Bidcorp’s automotive operations concentrated on cost reductions and
operational efficiencies.
The Automotive Services division reported turnover of £128.9 million 
(2001: £69.6 million) and an operating loss of £0.6 million (2001: operating
loss of £0.1 million) in respect of continuing operations. In addition, turnover
ANNUAL REPORT 2003
CHIEF EXECUTIVE’S REVIEW
9 of £9.9 million (2001: £9.3 million) and
operating losses of £1.9 million (2001:
operating loss of £0.4 million) were attributable
to discontinued operations.
The Individual Driver Movements (IDM)
business operated at a loss for the period.
Attempts to find a buyer for the business were
unsuccessful and the operation was closed at
the end of June 2003. 
The Automotive Services division is now
grouped into Volume Distribution and
Specialist Operations.
The ‘Ontime’ brand is gaining recognition in the
United Kingdom and, wherever appropriate, our
automotive operations have been rebranded as
such.
Volume Distribution
Operating as Ontime Automotive in the United
Kingdom and SVTV (Societe Vendomoise de
Transports de Vehicules SA) in France, the
V olume Distribution operations offer a safe and
reliable contractual automotive delivery service
to numerous blue-chip customers.
The United Kingdom operations moved in
excess of 730,000 vehicles utilising 150 of our
own transporters, as well as a number of sub-
contractors, to cater for peak demand periods.
SVTV moved over 290,000 vehicles with a
fleet of 150 transporters.
To meet the challenge of reducing margins and
the need for greater efficiencies, significant
restructuring has commenced, centralising some
of the functions that were being performed
regionally, without destroying the decentralised
culture and ethos that has been introduced.
Specialist Operations
The Specialist Operations also operates under the Ontime Automotive
brand utilising a fleet of 85 enclosed and 23 conventional transporters to
provide specialised automotive transport solutions, moving premier
automotive brands in closed, and sometimes temperature-controlled,
vehicles. During the period 39,000 vehicles were transported. 
Ontime Automotive also provides a wide range of specialist services
including market research, clinic management, specialist transportation of
clay models, prototypes and test vehicles, as well as on-site technical
liaison at photographic shoots, international motor shows and product
launches.
The pre-delivery inspection and vehicle refurbishment centres processed
over 190,000 vehicles. The Wellesbourne centre, opened in early 2002,
has seen a steady rise in the volumes of vehicles processed and is now
profitable. A contract with one of the major motor manufacturers has been
concluded and will provide substantial ongoing business for the facility. 
The loss-making vehicle preparation centre in Goole was closed in 
March 2003.
The Rescue and Recovery business performed well. Using a recovery
fleet of 220 specialised vehicles despatched from the 24-hour control
centres located throughout southeast England, the division responded to
nearly 300,000 calls for assistance. Clients include the major motoring
organisations, police forces and an extensive number of truck and bus
operators and manufacturers. This previously loss-making business is 
now contributing to the Group’s profits. 
As a result of certain long standing unprofitable contracts, the Traffic
Management business’ results were understandably disappointing. A new
storage facility in central London was leased to reduce transportation costs
and the end of an unprofitable contract will improve the performance of this
unit. Traffic Management is expected to contribute positively to Bidcorp’s
performance in the year ahead.  
Shipping Services 
Bidcorp’s Shipping Services division operates scheduled ro-ro freight
ferry services from the Thames to Dunkerque in France, Zeebrugge in
Belgium and Vlissengen in Holland under the brand name ‘Dartline’. 
BIDCORP PLC
10
CHIEF EXECUTIVE’S
REVIEW OF OPERATIONS
(CONTINUED) Bidcorp owns and operates a fleet of six multi-purpose ro-ro freight
ferries, three Kawasaki deep-sea ferries and three smaller Bazias class
vessels. Direct ownership of two of the Bazias vessels was acquired out of
the joint venture structure in which they were held.
The operations in the United Kingdom are based at Thames Europort,
close to the M25 and the Bluewater business park. The port has two ro-ro
berths and a stand-by berth with an operating draft of eleven metres. 
The port is operational 24 hours a day, seven days a week. The port also
provides storage, parking and office facilities to Bidcorp group companies
and third parties.
The general market for cross-Channel freight on the routes serviced by
Dartline grew slowly during 2002. The Iraqi war had a negative effect on
the demand for cross-Channel freight ferry services, which dropped
significantly from the beginning of 2003. Activity on Bidcorp’s cross-
Channel routes has improved more recently. 
The unprofitable Ferryline business, which in many respects was in
competition with our customers, was closed in January 2003.
The Shipping Services division reported turnover of £56.3 million (2001:
£31.4 million) and an operating profit of £0.9 million (2001: £0.4 million)
in respect of continuing operations. In addition, turnover of £4.8 million
(2001: £6.2 million) and an operating loss of £1.0 million (2001:
operating loss of £0.3 million) were attributable to discontinued
operations.
Whilst cargo rates increased on all routes, the positive effects were offset
by a decline in the profitability of the product mix carried. 
The trade imbalance between the United Kingdom and Europe shifted
further in Europe’s favour, resulting in the increased repositioning of
empty containers back to Europe. In addition the chartered-in vessels had
a different load configuration, which resulted in a drop in accompanied
traffic.
The port of Dartford was physically reorganised, resulting in the carrying
capacity increasing by more than 30%, with still more to be achieved.
The marketing function of Dartline has been strengthened to establish 
a stronger presence in Europe from where the majority of traffic
originates.
ANNUAL REPORT 2003
CHIEF EXECUTIVE’S REVIEW
11 A significant Dutch customer went into
liquidation in May 2003. In addition to the
resultant loss of trading turnover, a provision
of £244,000 was made for debts that are not
likely to be recovered.
An investment in a company, which held a
25% share in a VLCC (Very Large Crude
Carrier), was sold, yielding a profit of 
£0.4 million, not included in the
aforementioned operating results. Proceeds 
of £2.9 million arising from this transaction
were received in July 2003.
The heads of terms signed with P & O Ports
for the development of a ro-ro facility at
Shellhaven lapsed without a formal and
binding contract being concluded. Other
opportunities are under investigation.
Opportunities for deepwater terminals on the
European seaboard are under investigation in
line with the strategy to offer Bidvest’s
customers an extension of the services
performed in South African ports. 
Ropner Ship Management
Ropner Ship Management, based at Dartford,
has continued to maintain the Dartline fleet to
full international safety management
standards. Ropner ensures that all ships
comply with Bureaux Veritas “class”
requirements, ensuring that operational and
maintenance procedures are performed to the
highest standards.
From January 2003, the second and third
Kawasaki vessels operated by Dartline were
chartered to the MoD (the first had been
chartered to the MoD for the previous twelve
months) and two smaller vessels were
chartered in to replace them, increasing both charter turnover and
chartering-in costs.
Property and Outsourced Services
The Traffic Management business was transferred to the Automotive
Services division to maximise synergies with the Rescue and Recovery 
operation.
On turnover of £4.6 million (2001: £13.1 million), the Property and
Outsourced Services operations recorded an operating profit of 
£0.4 million (2001: £0.5 million).
Car Park Management
The Car Park Management unit continues to benefit from a strong
relationship with its principal customer and manages nine car parks in
and around London. The high quality of service provided is recognised
and the business can be expanded within the present management and
resource structure.
Property Management 
The Property Management division offers specialist management services
for the development and management of workspace properties to third
parties, as well as Bidcorp’s substantial operational portfolio. The
division is actively pursuing development opportunities for the Group’s
surplus property assets.
The Group retains an interest in any upliftment in the value of the
Haddenham Airfield site, which was sold in 1999. The planning report in
response to an application to develop the site, which did not increase the
land allocated for further development beyond that already approved, was
released. No consideration will be given by the relevant authorities to
further development of the site within the next three years.
PROSPECTS
The difficult market conditions with pressure on costs and margins, as
are currently being experienced by the automotive industry, are expected
to continue. Management is focused on improving efficiencies in the
Volume Distribution business through process and system upgrades,
BIDCORP PLC
12
CHIEF EXECUTIVE’S
REVIEW OF OPERATIONS
(CONTINUED) which will require extensive reorganisation. The Specialist Operations is
well niched and can be expected to perform acceptably. Rescue and
Recovery is now established as a steady performer.
Demand for cross-Channel freight carriage has improved in recent months
and with the return of the three more cost-effective Kawasaki vessels
from charter with the MoD, larger volumes will be able to be carried,
generating increased efficiencies. The Shipping Services division’s results
should improve further.
The Parking Management operation should maintain its profitability and
further contracts are being pursued.
The Property and Outsourced Services division is currently negotiating
the sale of two properties. Should these sales be concluded successfully,
the division expects improved results in the year ahead. 
CLOSING
This has been a difficult period, but Bidcorp is a leaner, more focused
Group than it was eighteen months ago. With a continuation of the
present corrective actions, the balance sheet is expected to strengthen
further, providing a solid base for the exploitation of opportunities as they
arise.
There still remains quite a bit to be done to improve the trading activities
of the Group. Although immediate results might not represent a
substantial improvement, I believe that Bidcorp is close to turning the
corner.
RODGER GRAHAM
August 14  2003
ANNUAL REPORT 2003
CHIEF EXECUTIVE’S REVIEW
13 BIDCORP PLC
14
GROUP PERFORMANCE
Turnover from continuing operations was £189.8 million 
(2001: £114.1 million). Turnover from discontinued operations was 
£14.7 million (2001: £15.4 million).
Under difficult trading conditions, particularly in the last six months 
of the reporting period, continuing operations recorded an operating 
profit of £0.8 million, before profit from the sale of assets and
investments of £0.7 million (2001: profit of £0.2 million before
operating exceptional charges of £12.2 million and the loss on the sale
of assets and termination of the logistics business of £0.6 million). 
As published in the interim results in February 2003, a decision was 
taken to close or dispose of the IDM operation and the Ferryline trailer
rental business. Closure of these businesses was completed in the last
six months. The Group also discontinued the vehicle preparation centre
in Goole. The operating losses and total closure costs of these
discontinued operations amounted to £2.9 million (2001: £0.7 million
operating loss). 
Bidcorp disposed of its passive indirect investment in Golden Tide
Corporation, owners of a VLCC, for a profit of £0.4 million. The 
£2.9 million cash proceeds on this sale were received in July 2003 
and will reduce debt going forward.
Until sustainable profits are achieved and reserves are available for
distribution, no dividend can be declared. 
It remains the intention of the Board to apply to the courts, in due
course, for permission to cancel part of Bidcorp’s share premium and
merger reserves. The cancelled amount would be transferred to the
profit and loss reserve to negate the deficit in distributable reserves.  
INTEREST COST
The Group’s interest cost reduced to £1.6 million (2001: £2.7 million),
reflecting the ongoing reduction in Group borrowings. 
Interest in respect of long term funding and lease purchase
arrangements amounted to £0.2 million and £1.1 million (2001:
£0.3 million and £1.3 million), respectively.
FINANCIAL
REPORT
Under difficult trading
conditions, continuing
operations recorded an
operating profit of 
£0.8 million
Kevin Torlage
Group finance officer TAXATION
There is no tax charge for the current period as a result of the net loss
position. The tax credit is primarily due to current year deferred taxation
in the Shipping Services division where tax values are lower than book
values. This credit has been reduced by the settlement of a prior year tax
charge relating to the sale of the Haddenham property.
Bidcorp Shipping Services has the option to enter into the Tonnage Tax
regime, whereby pure shipping profits would become taxable on notional
profits determined by tonnage rather than normal corporate tax rules. We
continue to assess whether or not Bidcorp will benefit from entering into
this regime. 
BALANCE SHEET
The balance sheet is strong, despite the costs incurred in restructuring the
operations. After the cash injection of £31.0 million by Bidvest, the net
asset value of the Group has improved to £47.4 million (2001:
£19.5 million) with the net debt gearing reducing to 28% (2001: 209%). 
Net debt has reduced to £13.1 million (2001: £40.7 million), and 
apart from hire purchase debt of £5.5 million, all borrowings have 
been consolidated into a single overdraft facility of which £4.8 million
was undrawn at the end of the period. 
The value of tangible assets has increased to £56.2 million (2001:
£52.8 million). The vehicle replacement programme is up-to-date. 
The Group has also taken direct ownership of the Dart 3 and Dart 4,
previously held in the Rosal SA joint venture.
CASH FLOW
The Group generated £11.5 million from operating activities (2001:
£9.7 million) and £1.6 million from the sale of replaced assets 
(2001: £3.6 million). 
After a period of little or no capital expenditure, the Group spent 
£15.0 million on replacing assets (2001: £4.9 million). 
No new asset finance agreements have been entered into and all capital
expenditure has been funded through cash generation and the overdraft
ANNUAL REPORT 2003
FINANCIAL REPORT
15
facility. The existing hire purchase
agreements will be repaid in full in 2005.
TREASURY
The underlying philosophy of the Group’s
treasury policy remains one of risk
management and control. No speculative
transactions were undertaken.
The Group has exposure to the US dollar 
and Euro in its shipping operations. Net
exposures are negated and converted into
sterling on a regular basis. Appropriate
currency hedges are taken out, if required.
No outstanding currency hedges were in
place as at June 30  2003.
The Group has entered into fuel hedges until
the end of December 2003 for its expected
bunker usage in order to limit its exposure 
to the fluctuating oil prices.     
KEVIN TORLAGE
August 14  2003 Automotive Services
INTRODUCTION
Bidcorp’s Automotive Services division provides an extensive range of
services to the automotive industry including volume and specialised
transport, pre-delivery inspection and preparation as well as specialised
transportation of vehicles across the Channel and throughout Europe. The
division is also a significant player in the rescue and recovery industry in
the United Kingdom.
The automotive industry experienced difficult trading conditions resulting
in pressure on margins and strong focus on cost reduction and operational
efficiencies. This is an ongoing process. 
FINANCIAL REVIEW
The Automotive Services division reported turnover of £138.8 million
(2001: £78.8 million) and an operating loss of £2.4 million (2001: operating
loss of £0.6 million). Turnover of £9.9 million (2001: £9.3 million) and
operating losses of £1.9 million (2001: operating loss of £0.4 million), in
respect of discontinued operations, are included in these results. 
OPERATIONAL REVIEW
Volume Distribution
Operating under the brands of Ontime Automotive in the United Kingdom
and SVTV in France, this business provides a portfolio of blue-chip
customers with distribution services from manufacturing plants and
import facilities to their United Kingdom dealer network or, in the case of
export movements, to the port of exit.
The operations in the United Kingdom delivered over 730,000 vehicles
utilising a base fleet of 150 transporters. The continental business operates
a fleet of 150 transporters from its central control function based in
northern France, moving in excess of 290,000 vehicles throughout
western Europe.
Ian Spry
Managing director
Volume Distribution
David Brinklow
Managing director
Specialist Operations
REVIEW OF
OPERATIONS
BIDCORP PLC
16
The Automotive
operations are
positioned to benefit
from an improvement
in trading conditions In the pursuit of the high level of quality demanded by the industry, all
elements of the business have achieved ISO 9001:9002 accreditation
with certain units having also attained Ford Q1 Quality Status. Conscious
of its duty to minimise the impact of its operations on the environment,
Ontime is in the process of attaining ISO 14001 accreditation for all
operating centres.
Specialist Operations
Specialist Operations encompasses the businesses of Enclosed 
Vehicle Transportation, Vehicle Preparation Centres, Prestige Vehicle
Distribution, Individual Vehicle Movements as well as Rescue and
Recovery and Traffic Management. The Specialist Operations client
portfolio includes the world’s leading prestige car manufacturers.
Enclosed V ehicle Transportation
Specialist Operations also operates under the Ontime Automotive brand
utilising a fleet of 85 enclosed and 23 conventional transporters to
provide specialised automotive transport solutions, moving premier
automotive brands in closed, and sometimes temperature-controlled,
vehicles. The fleet distributes some of the world’s most prestigious
marques and transports engineering test vehicles and prototype clay
models throughout the United Kingdom and Europe. During the period
39,000 vehicles were transported. 
Additional services include the repatriation of vehicles for motoring
organisations between Europe and the United Kingdom. The division has
expanded organically and by the acquisition of the assets of two small
complementary businesses. The acquired businesses have been
successfully integrated and rationalisation benefits achieved.
Vehicle Preparation Centres
Specialist Operations owns and operates vehicle preparation centres
(VPC’s) at Wellesbourne, Teesport and Brentwood. The management
contract for the VPC at Goole was terminated in March 2003. 
During the period under review the VPC’s completed 190,000 pre-
delivery inspections.
AUTOMOTIVE SERVICES
ANNUAL REPORT 2003
17 The Wellesbourne VPC provides storage, pre-
delivery inspection and refurbishment
services to a number of manufacturers, dealer
groups, leasing and contract hire companies.
The Brentwood facility provides a range of
specialist services including market research
clinics, preparation for product launches and
location shoots worldwide, on-site preparation
and support at motor shows and events. 
Ontime’s Wellesbourne VPC was awarded a
three-year contract for the storage, pre-
delivery inspection and delivery of a premium
brand vehicle. The contract is now fully
integrated into the operations of the
Wellesbourne facility. 
The Wellesbourne VPC is seen as integral to
the total automotive services offered by the
Group and a platform for future expansion.
The costs of bringing this unit into profit have
been high. It started returning a profit in the
last month of the period and this improving
trend is expected to continue.
The Ontime Brentwood operations have been
streamlined and a marketing initiative to
increase the spread of this division’s client
base has been put in place. 
Prestige V ehicle Distribution
Ontime’s Prestige Vehicle Distribution
business provides and manages distribution
centres for two premium British vehicle
manufacturers. The Prestige Vehicle
Distribution business receives vehicles from
the manufacturers and arranges the entire
distribution process worldwide, either by
land, sea or air. Given the challenging market conditions, this area of
the business has performed well. New opportunities are being pursued. 
Individual Driver Movements
This loss-making operation was closed at the end of June 2003.
Rescue and Recovery
Ontime Rescue and Recovery provides 24-hour roadside assistance 
and recovery to the major motoring organisations, police authorities
and large fleet operators. The division assists all vehicles, from
motorcycles and family cars to the largest commercial vehicles and
coaches.  
Ontime Rescue and Recovery depots are strategically located adjacent
to the main arterial routes and motorways within the southeast of
England. The division’s fleet of 220 recovery vehicles is fitted with a
vehicle location system and mobile data terminals, which facilitates
communication with the division’s seven control centers, ensuring
rapid responses. 
The division has undergone a thorough review and has been returned 
to profitability. The operations of two small rescue and recovery
businesses were acquired. These operations have been fully 
integrated into the existing business and are expected to further
enhance profits. 
To provide existing clients with a nationwide service, the division has
developed the Ontime Fleet Assistance product, utilising a national
network of vetted subcontractors. This development is expected to
substantially increase the division’s client base.
Traffic Management
Arcade Traffic Management (Arcade) provides parking enforcement
solutions for local authorities and police forces mainly in London and
Sussex. 
The division employs 130 staff and owns 30 enforcement vehicles. 
Arcade operates its own and clients’ vehicle pounds and payment
centres, strategically located within the area of operation. 
BIDCORP PLC
18
REVIEW OF 
OPERATIONS
(CONTINUED) New storage facilities within central London have been procured and will
provide additional vehicle pound space and reduce transport costs. 
The parking enforcement business has been integrated into the Rescue
and Recovery division and a complete review of the operations has been
undertaken. The integration of the business has produced substantial cost
savings and the business is expected to make a positive contribution to the
results of the Group in the coming year.
PROSPECTS
The Volume Distribution business is trading in a difficult market but
should benefit from the present actions to improve efficiencies. The
Automotive operations are positioned to benefit from an improvement in
trading conditions.
ANNUAL REPORT 2003
AUTOMOTIVE SERVICES
19 Shipping
Services
INTRODUCTION
Bidcorp’s Shipping Services division provides
scheduled daily ro-ro services between its hub
port at Dartford on the Thames to the three
European ports of Vlissingen, Zeebrugge and
Dunkerque.
Apart from the difficult period in the early
months of 2003, freight volumes have grown and
rates on all routes have stabilised or improved. 
However, the rate and volume increases have
not been translated into commensurate profit
growth, due to market weakness in the early
part of 2003 and expenses incurred through the
reorganisation and restructuring of the division,
which involved a change of management in
critical areas as well as training to ensure
employees have the necessary skills.
FINANCIAL REVIEW
In May 2003, the division’s largest volume customer went into
liquidation. A substantial portion of the debt owing has been recovered,
but this unexpected set-back has affected the division’s results to the
extent of £244,000.
The Shipping Services division recorded turnover of £56.3 million 
(2001: £31.4 million) and an operating profit of £0.9 million (2001:
£0.4 million) from continuing operations. The Ferryline operations were
discontinued, accounting for turnover of £4.8 million (2001: £6.2 million)
and an operating loss (including closure costs) of £1.0 million (2001:
£0.3 million operating loss).
OPERATIONAL REVIEW
The Dartford terminal is strategically located and attractive to hauliers to
the London area as it provides time and cost advantages compared to
competitors landing at Dover.
Bidvest, which owns and operates major terminals in Africa, has provided
the resources to assist with the restructuring and reorganisation of the
Shipping Services division.
Dartline
In anticipation of the economic downturn in early 2003, two of the division’s
large Kawasaki vessels were chartered to the MoD to assist with the carriage
of supplies to Iraq. The third Kawasaki vessel had already been chartered to
the MoD for the previous twelve months. Three smaller and cheaper vessels
were chartered in to cater for the expected drop in volume.
The planned revenue earning mix of cargo was not achieved as a result of
the different configuration of the smaller vessels. The planning and
turnaround of these vessels at Dartford also created unexpected problems,
which affected customer confidence.
In June, an accident involving one of our ferries resulted in damage to the
vessel. It was subsequently dry-docked for a week with resultant repair
costs and loss of revenue.
A long term agreement with the Port of Dunkerque guaranteed Bidcorp an
exclusive berth in the port. In addition, a non-strike and support
agreement was signed with the Dunkerque Dockers Union.
Ron Herman 
Managing director
Shipping Services
REVIEW OF 
OPERATIONS
(CONTINUED)
BIDCORP PLC
20
Focus in the
coming year will be on
improving the service
offered to clients The scheduled sailings to the port of Zeebrugge, Bidcorp’s busiest route,
were increased from two to three vessels per day.
Negotiations are in progress to allow access to improved facilities in
Vlissingen so that larger, faster ships can be allocated to this route to
improve the ferry service to Holland. If successfully concluded, this
terminal has the potential to become the focus of a deepsea terminal
marketing initiative, targeting cargos which are presently handled by
Bidvest’s terminals in South Africa destined for Europe.
Thames Europort
Important initiatives have taken place at the terminal in Dartford, including
the acquisition of new handling equipment to replace old and costly units
and a new shift structure to give a balanced 24 hours a day/seven days a
week coverage to the terminal. The area available for the handling and
storage of cargo has also been increased by 30% through improved planning
and layout of the terminal.
Entry and exit check-in booths, commissioned in January 2003, are proving
successful and have improved turnarounds, thereby eliminating delays to
customer vehicles.
The new management team at Thames Europort is confident that service
levels will improve and further cost savings will be realised.
Ropner Ship Management
The Group’s specialist vessel management operation, Ropner Ship
Management, manages the Dartline fleet of six multi-purpose ro-ro freight
ferries. 
Direct ownership of the Dart 3 and Dart 4 vessels was acquired out of the
joint venture structure in which they were held. Bidcorp’s 25% share in a
VLCC was sold at a profit of £0.4 million.
PROSPECTS
The Shipping Services division is well positioned to continue providing an
effective ro-ro service in its niche markets on all three European routes.
The focus in the coming year will be to improve the service offered to clients
by reducing vessel turnaround times and re-deploying the larger and better
configured Kawasaki vessels to maintain and improve Dartline’s service.
SHIPPING SERVICES
ANNUAL REPORT 2003
21 Property and
Outsourced Services
INTRODUCTION
The Traffic Management business was transferred to the Automotive
Services division to maximise synergies with the Rescue and Recovery
operation.
FINANCIAL REVIEW
On turnover of £4.6 million (2001: £13.1 million) the Property and
Outsourced Services division recorded operating profit of £0.4 million
(2001: £0.5 million). By its nature, the property development business
does not generate a smooth income flow and no significant property
transactions took place. 
OPERATIONAL REVIEW
Car Park Management
Arcade Car Parks provides car park management services to owners of car
parks in central London. Services include the provision of staff, cash
handling and season ticket control as well as taxi and valeting services.
The business continued to benefit from a strong relationship with
Westminster City Council. Arcade manages the esteemed Park Lane Car
Park on behalf of Westminster and was awarded two further management
contracts, bringing the division’s total number of car parks managed to
nine. In September 2002, Arcade was again awarded bonuses based on
quality of service and revenue generated through the car parks. The
introduction of the Congestion Charge in central London has had a
detrimental effect on the levels of business in this area.
At the British Parking Association awards ceremony in London during
February 2002, Arcade was voted “Best Off-Street Operator”. 
David Winduss
Managing director
Property and Outsourced
Services
REVIEW OF 
OPERATIONS
(CONTINUED)
BIDCORP PLC
22
Management
is looking to
maximise the value
of properties, surplus
to operational
requirements Management continues to explore opportunities that would achieve
improved returns on funds employed.
Property Management
Bidcorp’s principal property portfolio has historically comprised of
business centres and workspace units. Although the Group no longer owns
any such assets, it continues to provide property management services to
third-party owners. 
All previous activities of Skillion and Embassy have been combined in
the Bidcorp Property division and the team concentrates on maximising
returns from the existing portfolio. This process includes the development
of property values by enhancing existing planning consents.
The division provides property management services for the Group as a
whole.
PROSPECTS
Management is looking to maximise the value of properties, surplus to
operational requirements in the short term. They are further engaged in
strategic planning in relation to maximising operational efficiency of the
Group’s land bank in the medium term.
PROPERTY AND OUTSOURCED
ANNUAL REPORT 2003
23 Bidcorp is committed to meeting the environmental standards required
by legislation and by our customers.
Each operating division has established an “Environmental Management
System” with the object of:
• Reducing the environmental impact of operations
• Reducing energy usage
• Preventing pollution
PROGRESS
Our business units have achieved BS EN ISO 9002:1994 certification and
have also introduced the relevant “quality management systems” to
progressively develop and comply with BS EN ISO 9001:2000 and 
ISO 14001:1996 standards.
The Automotive businesses have already achieved the latter standard and
certification and Ontime Rescue & Recovery is also accredited with the
BS EN ISO 9001:2000 accreditation.
Bidcorp has also introduced an “awareness policy”, which tasks each
operating division with the continuous assessment of current best
practice. These initiatives include the use of modern design vehicles to
improve fuel efficiency, to reduce vehicle emissions and the use of the
best practices for vehicle recovery and clean up.
BIDCORP PLC
24
ENVIRONMENTAL
POLICY
Bidcorp is
committed to meeting
the environmental
standards required
by legislation and
by our customers ANNUAL REPORT 2003
MANAGEMENT DIRECTORY
25
MANAGEMENT
DIRECTORY
BIDCorp plc
Chief executive
R Graham
Group finance officer
K Torlage
Company secretary
P Scott
VOLUME DISTRIBUTION
Managing director
I Spry
Financial director
J Fowler
SVTV
Managing director
A Tullec
Operations director
Jean-Luc Fouchex
Financial controller
M Georget
SPECIALIST
OPERATIONS
Managing director
D Brinklow
Finance director
S McLaughlan
Director Specialist Transport
A Foxwell
AUTOMOTIVE SERVICES
Managing director
R Herman
Finance director
G Lacey
Commercial director
R Daelman
Sales director
N Pank
Director
Zeebrugge
H Walgraeve
SHIPPING SERVICES
PROPERTY AND OUTSOURCED SERVICES
Managing director
D Winduss BIDCORP PLC
The directors herewith submit their report and the audited financial statements for Bidcorp plc and its subsidiaries for the 
eighteen-month period ended June 30  2003.
PRINCIPAL ACTIVITIES
The Group’s main trading activities are in Automotive Services (transport, vehicle preparation, rescue and recovery services and
traffic management), Shipping Services (ship- and portowning and ferry operations) and Property and Outsourced Services (car
park operation, property development and workspace development and management). A review of the business is given in the
Chairman’s Statement and the Chief Executive’s Review of Operations.
GROUP FINANCIAL RESULTS
The Group has made a loss before taxation for the financial period of £2,943k (2001: loss of £16,003k), after crediting
exceptional profits of £654k (2001: loss of £12,724k). The loss for the year of £2,144k (2001: loss of £14,172k) has been
transferred from reserves.
DIVIDEND
The directors do not recommend the payment of a final dividend. There were no dividends paid in the period under review
(2001: £nil).
ACQUISITIONS AND DISPOSALS
In July 2002 the Group purchased the business and assets of Transcars Limited, a specialist enclosed transportation company
with over sixty specialised vehicles, to support a recently won Ford contract.
The Ferryline Operations within the Shipping Services division were closed in January 2003, the vehicle preparation centre at
Goole was closed in March 2003 and the Individual Driver Movements operations within the Specialist Operations division
were closed in June 2003. 
REPORT OF THE DIRECTORS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
26 DIRECTORS AND DIRECTORS’ INTERESTS
The present directors, together with those who served during the period, and their beneficial and non-beneficial interests in the
shares of Bidcorp plc, together with any change in those interests, are as follows:
Director’s
interests at
June 30 Director’s
2003 interests at
or date of January 1
resignation 2002
#
B Joffe Non-executive chairman – appointed January 3  2002 800,000 800,000
SD Bender Non-executive director – appointed January 3  2002^* 15,632 –
JM Blackburn Resigned January 3  2002 20,000 20,000
BP Connellan Non-executive director – appointed May 28  2002^ – –
ARCB Cooke Non-executive director – appointed May 28  2002^* – –
DR Curtis Resigned January 3  2002 8,000 8,000
RW Graham Chief executive officer – appointed January 3  2002 44,444 44,444
S Hepplewhite Resigned February 21  2002 105,103 105,103
MJ Kingshott Non-executive director – appointed January 31  2002 7,551,471 8,077,836
Sir CW Newton Resigned January 3  2002 38,333 38,333
JL Pamensky Non-executive director – appointed January 3  2002^ – –
PM Pascan Resigned October 31  2002 433,505 433,505
LP Ralphs Non-executive director – appointed January 3  2002 222,222 222,222
DK Rosevear Non-executive director – appointed January 3  2002^* 160,000 160,000
IR Spry Executive director – appointed January 3  2002 23,333 23,333
AM Stafford Executive director – appointed January 3  2002, resigned May 30  2003 35,000 35,000
DA Winduss Executive director – appointed January 3  2002 34,050 34,050
EA Worrall Non-executive director – appointed January 3  2002* 25,000 25,000
^ Member of the Audit Committee
* Member of the Remuneration and Nomination Committee
# Or from date of appointment, if later
Messrs B Joffe, RW Graham, JL Pamensky, LP Ralphs and DK Rosevear are also directors of The Bidvest Group Limited, the
Company’s ultimate holding company. Their interests in shares of that company are disclosed in that company’s financial
statements, which are available to the public.
Mr B Joffe does not have a service contract, is the non-executive chairman and is also the executive chairman of The Bidvest
Group Limited. He has served as executive chairman since he founded Bid Corporation Limited in 1988.
Mr RW Graham is employed under a six-month rolling service agreement, was appointed Group chief executive on February 12
2002 and is also chairman of Bidfreight Terminals (Pty) Limited and an executive director of The Bidvest Group Limited.
Mr SD Bender does not have a service contract, is a non-executive director and an executive director of Bidvest (UK) Limited.
Mr BP Connellan does not have a service contract, is a non-executive director and is also a non-executive director of a number
of public and private companies in South Africa.
Mr ARCB Cooke, who does not have a service contract, is the senior independent non-executive director and is also a director
of James Fisher & Sons plc and the West of England Shipowners Mutual Insurance Association Limited, vice-chairman of 
The Baltic Exchange Limited and president of the Institute of Chartered Shipbrokers. Mr Cooke is available to shareholders if
they have reason for concern that contact through the normal channels of chairman or chief executive is inappropriate or has
failed to resolve matters.
ANNUAL REPORT 2003
DIRECTORS’ REPORT 27 BIDCORP PLC
Mr MJ Kingshott does not have a service contract, was formerly Group managing director and executive deputy chairman with
a strategic role and became a non-executive director from January 31  2002.
Mr JL Pamensky does not have a service contract, is a non-executive director and chairman of the Audit Committee. He is also
a non-executive director of The Bidvest Group Limited and serves as a non-executive director on the boards of a number of
public and private companies, both in and outside South Africa.  
Mr LP Ralphs does not have a service contract, is a non-executive director and is also an executive director of The Bidvest
Group Limited and chairman of Bidserv.
Mr DK Rosevear does not have a service contract, is a non-executive director and is the chairman of the Remuneration and
Nomination Committee. He is also chairman of Bidfreight and executive director of The Bidvest Group Limited. 
Mr EA Worrall does not have a service contract and is a non-executive director. He has played a key role for many years in
running the Duke of Edinburgh Award and is also a director of Messenger Leisure Limited.
Details of the executive directors’ service contracts are contained in the Report of the Remuneration and Nomination
Committee.
AUDIT COMMITTEE
The Committee comprises of non-executive directors, namely Messrs JL Pamensky (chairman), SD Bender, BP Connellan,
ARCB Cooke and DK Rosevear and assists the Board with the responsibilities for ensuring that the Group’s activities are
conducted in accordance with all relevant legal and regulatory requirements. In particular the Audit Committee:
• reviews the scope, results and effectiveness of the external audit and considers the re-appointment of the auditors; 
• assists the Board generally with the control and monitoring of all Group activities;
• reviews the control environment (legal, operational and financial) regularly; and
• ensures that the Company’s own ethical standards and codes of conduct are adhered to.
In performing the aforementioned functions the Audit Committee maintains effective working relationships with the Board as a
whole, the management within the Group and the external auditors. A broad working knowledge of the Group and its activities
is required. The internal audit function, currently outsourced, has a direct reporting line to the Audit Committee.
The dates of the Audit Committee meetings and the directors’ attendance are detailed below:
March 18 May 27 August 1 February 6 August 8
2002 2002 2002 2003 2003
JL Pamensky ✓✓ ✓ ✓ ✓
SD Bender ✓✗ ✓ ✓ ✓
BP Connellan n/a n/a ✓✓ ✓
ARCB Cooke n/a n/a ✓✓ ✓
DK Rosevear ✓✓ ✓ ✓ ✓
REMUNERATION AND NOMINATION COMMITTEE
The Committee comprises of non-executive directors, namely Messrs DK Rosevear, SD Bender, ARCB Cooke and EA Worrall
and their responsibilities are detailed on page 34 of the report.
REPORT OF THE DIRECTORS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
28 SUBSTANTIAL SHAREHOLDING
The following substantial shareholding, in addition to those of the directors listed on page 27, in the Company’s issued share
capital that have been reported at August 14  2003 is:
Number of Percentage of
ordinary issued share
Name shares capital
The Bidvest Group Limited 142,698,245 57.5%
AUTHORITY TO DIRECTORS TO ALLOT SHARES
The Companies Act 1985 (the ‘Act’) provides that the directors of a company may not allot shares unless empowered to do so
by the shareholders. Under guidelines issued by the Association of British Insurers (ABI) the total nominal value of shares,
which can be allotted, must not exceed the nominal value of the lesser of the amount of authorised unissued share capital or
one-third of the issued share capital of the company at the time such authority was granted. The lesser figure for the Company
is £16,547,960, being one-third of the issued share capital of the Company.
In addition, the Act provides that, unless the shareholders otherwise consent, all new shares to be allotted for cash must, in the
first instance, be offered to existing shareholders in proportion to their individual shareholdings. The directors believe it is
desirable that they should continue to have authority to make exclusions or other arrangements in connection with a rights issue
and resolve any legal or practical problems that may arise. The rights to which those excluded would otherwise be entitled will
be sold for their benefit. In order to meet any special circumstances the directors also consider that they should continue to have
the ability to make small allotments of equity shares for cash, limited to 5% of the issued share capital of the Company, being
£2,482,194 nominal share capital, to persons other than existing shareholders.
Accordingly, resolutions will be proposed at the annual general meeting of the Company to renew the existing authorities held
by the directors for a further five years. The directors have no present intention to utilise such authorities (except in relation to
the satisfaction of employee share options).
PURCHASE BY THE COMPANY OF ITS OWN SHARES
The directors believe that it is desirable that the Company should continue to have authority to purchase its own shares up to
15% of the issued share capital of the Company and accordingly a special resolution will be proposed at the annual general
meeting of the Company to renew the existing authority. Shareholders will also be invited to renew such authority at subsequent
annual general meetings.
The Directors will only undertake purchases of the Company’s own shares after paying due attention to the effects on assets and
earnings per share for the remaining shareholders and when it would be advantageous to give the remaining shareholders a
greater interest in the assets and profits of the Company. The resolution proposed would only enable the Company to purchase
its own shares on the London Stock Exchange and will not permit payment of more than 5% above the average of the middle
market quotations taken from the Official List of the London Stock Exchange for five business days before purchase is made,
nor less than 20 pence per share exclusive of expenses.
The Company would not be able to enter into contracts with individual shareholders directly for the purchase of shares. Any
purchases by the Company of its own shares will result in the cancellation of those shares. The Company did not purchase any
ordinary shares for cancellation during the period (2001: nil).
GOING CONCERN
After making enquiries, the directors have a reasonable expectation that the Company and the Group as a whole has adequate
resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going
concern basis in preparing the financial statements.
ANNUAL REPORT 2003
DIRECTORS’ REPORT 29 BIDCORP PLC
CORPORATE GOVERNANCE
The Group is committed to high standards of corporate governance.
The Board is accountable to the Company’s shareholders for corporate governance and this statement describes how the
relevant principles of governance have been applied to the Company.
APPLICATION OF PRINCIPLES SET OUT IN THE COMBINED CODE
The Board is responsible for both the strategic direction and overall management of the Group, and comprises three executive
and nine non-executive directors. Mr ARCB Cooke served as the senior independent director during the period and in this
capacity he provided a focus for the non-executive directors to express any concerns. The chairman has responsibility for
managing the Board.
The chief executive, to whom the executive directors report, has responsibility for the management of the Group. Each director
is encouraged to consult the Company secretary and Group legal adviser for advice on legal and regulatory matters relating to
the Group and on matters of Board procedure. Any director wishing to obtain independent, professional advice is entitled to do
so after consultation with the chairman, Company secretary and Group legal adviser.
The biographies of the members of the Board appear on pages 4 and 5. The range of business and financial skills demonstrated
is reviewed on an ongoing basis and is considered suitable and relevant for the activities of the Group. Arrangements are in
place for directors to receive appropriate training, if required, both on appointment to the Board and on an ongoing basis.
The Articles of Association require one-third of the directors to retire by rotation in each year and submit themselves for 
re-election. At the forthcoming annual general meeting Messrs EA Worrall, DA Winduss, SD Bender and IR Spry retire by
rotation and, being eligible, it will be proposed at the annual general meeting that they are re-elected. Messrs BP Connellan 
and ARCB Cooke, who were both appointed since the last annual general meeting, also retire and, being eligible, it will be
proposed at the annual general meeting that they are both re-elected.
The Board has scheduled meetings four times per year and will otherwise meet, as required. A number of matters are
specifically reserved for decision by the Board. These include approval of the annual budget and of significant capital
expenditure, and acquisitions and disposals of subsidiaries, investments and businesses. The dates of those meetings and the
directors’ attendance are detailed below:
Jan 31 Mar 19 May 28 Aug 02 Oct 17 Feb 12 May 14 Aug 11
2002 2002 2002 2002 2002 2003 2003 2003
B Joffe ✓✓ ✓ ✓ ✓ ✓ ✓ ✓
SD Bender ✓✓ ✓ ✓ ✓ ✓ ✓ ✓
BP Connellan n/a n/a ✓✓ ✓ ✓ ✓ ✓
ARCB Cooke n/a n/a ✓✓ ✓ ✓ ✓ ✓
RW Graham ✓✓ ✓ ✓ ✓ ✓ ✓ ✓
S Hepplewhite ✓ n/a n/a n/a n/a n/a n/a n/a
MJ Kingshott ✓✓ ✓ ✓ ✓ ✓ ✓ ✓
JL Pamensky ✓✓ ✓ ✓ ✓ ✓ ✓ ✓
PM Pascan ✓✓ ✓ ✓ ✓ n/a n/a n/a
LP Ralphs ✓✗ ✗ ✗ ✗ ✓ ✓ ✓
DK Rosevear ✓✓ ✓ ✓ ✓ ✓ ✓ ✓
IR Spry ✓✓ ✓ ✓ ✓ ✓ ✓ ✓
MA Stafford ✓✓ ✓ ✓ ✓ ✓ ✓ n/a
DA Winduss ✓✓ ✓ ✓ ✓ ✓ ✓ ✓
EA Worrall ✗✓ ✓ ✓ ✓ ✓ ✓ ✓
REPORT OF THE DIRECTORS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
30 The non-executive directors of the main Board have not met without the chairman or executives present during this period, but
the non-executive members of the Audit Committee have met with the auditors without the executive directors being in
attendance.
Remuneration and Nomination and Audit Committees have been established to assist the Board.
The chairman of each of these committees will be available at the annual general meeting to answer questions. A report on
remuneration, which sets out the approach to the application of the principles of the Combined Code on remuneration matters,
is set out on pages 34 to 37.
For the period ended June 30  2003, some members of the Remuneration and Nomination Committee and the Audit Committee
were independent non-executive directors. Suitable candidates for appointment as directors were selected by the chief executive
in consultation with the Remuneration and Nomination Committee. The committee submitted its recommendations to the
Board, which made the final appointment. The Audit Committee assists the Board in the discharge of its responsibilities for
corporate governance, financial reporting and corporate control.
Prior to each meeting the directors receive information relevant to the business of the meeting, including management
information on the operating, financial and trading position of the Group and risk, control, health and safety and environmental
issues requiring attention.
The Board also receives information in respect of general and specific economic trends, technical and legal matters, and
competitive activity relevant to each of its principal business units. The Board is satisfied with the form, quality, timing and
appropriateness of the information it receives. The Board regularly meets with the senior management of each principal
business unit to discuss and evaluate significant operational, business and financial matters. Special reports are provided in
respect of specific issues concerning the business unit or Group generally. 
The Company meets regularly with its institutional shareholders and is keen to encourage shareholder participation at the
annual general meeting. Proxy votes will be disclosed following a show of hands on each resolution. The practice of not
bundling resolutions together will be continued. A summary of the discussion at the annual general meeting will be made
available to shareholders on request.
The application of the Combined Code principles on accountability and audit is set out in the paragraphs following the
Statement of Compliance. The Statement of Directors’ Responsibilities and the Auditors’ Report appear on page 33 and 
page 65, respectively.
STATEMENT OF COMPLIANCE
The Company has complied during the period ended June 30  2003 with the provisions set out in Section 1 of the Combined
Code on Corporate Governance appended to the Listing Rules of the Financial Services Authority. An internal audit function
was implemented during the period.
CONTROL ENVIRONMENT
There is a clearly defined organisational structure within which individual responsibilities are identified in relation to both
internal operational controls and financial controls. The structure is complemented by policies laid down in Group manuals and
management is required to confirm that they operate the business in compliance with these policies. The policies include strict
rules for the operation of the relevant businesses, compliance with health and safety and environmental legislation, and the
authorisation and approval of both trading and capital expenditure. The internal control procedures established are designed to
ensure that the Board is able to identify, evaluate and manage business risks, whilst not unduly restricting normal commercial
activities.
ANNUAL REPORT 2003
DIRECTORS’ REPORT 31 BIDCORP PLC
IDENTIFICATION OF BUSINESS RISK
The Board regularly assesses the current and expected future business risks affecting both the principal business units and the
Group as a whole. The review of business risks is discussed on a regular basis with senior management in each of the Group’s
main activities. Policies and procedures have been laid down for the regular identification and management of these risks.
INFORMATION SYSTEMS
There is a comprehensive budgeting system with a business plan approved by the Board each year. Each month management
accounts, containing actual and budget results and revised forecasts for the year, are prepared and reported to the Board.
These monthly management accounts analyse and explain variances against budget and report additionally on key financial
indicators: business development and economic and emerging market issues, health and safety issues including notification of
any serious incidents or trend thereon, environmental legislation and compliance thereto, and employment regulation and issues.
MAIN CONTROL PROCEDURES
The Group has defined procedures and financial controls, designed to ensure the reporting of complete and accurate accounting
information and cover systems for obtaining authority for major transactions and for ensuring compliance with laws and
regulations that have significant financial implications.
Procedures are also in place to ensure that assets are subject to proper physical controls and that the organisation remains
structured to ensure an appropriate level of segregation of duties. Together these procedures support a control culture, which the
Board considers to be suitable and commensurate with the size and activities of the Group.
The Board is responsible for the effectiveness of the Group’s system of internal controls. The Board is satisfied that the internal
control procedures established relate to an appropriate range of issues concerning the Group, recognising that these controls
provide a reasonable, but not absolute, assurance that all significant issues are identified and reported, and corrective action
quickly taken, where necessary. The Board regularly reviews the nature and scope of internal controls established by the Group
as the Group develops and as significant economic and regulatory issues arise.
MONITORING
The monitoring of financial control procedures is achieved through management reviews with the relevant responsible executive
director reporting to the Board on a regular basis.
During the eighteen months to June 30  2003 and to the date of signing the financial statements, the Board has reviewed the
effectiveness of the Group’s systems of internal operational and financial controls in consultation with the internal auditors,
Audit Committee, executive directors and the external auditors. The scope of internal controls instigated enables the Board to
respond quickly to emerging problems, incidents and significant issues arising.
POLITICAL AND CHARITABLE CONTRIBUTIONS
The Group made no political contributions during the period (2001: £Nil) and made no charitable contributions during the
period (2001: £1,000).
PERSONNEL
Employment policies are designed to provide equal opportunities irrespective of colour, ethnic or national origin, nationality,
sex, and mental or physical disability. Full consideration is given to the employment, training and career development of
disabled persons and employees who become disabled. Information on the Group’s affairs is disseminated through the operating
entities’ management.
REPORT OF THE DIRECTORS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
32 ENVIRONMENTAL, HEALTH AND SAFETY REVIEW
The Health & Safety Committee comprises of the executive directors, chaired by Ian Spry, is scheduled to meet three times per
annum and reports directly to the Board. Throughout the period under review Environmental, Health and Safety was monitored
and developed with a focus on improving systems and documentation. 
During the period there were no significant health, safety or environmental incidents.
CREDITOR PAYMENT POLICY
The Group seeks to obtain credit terms from suppliers that are in the best interests of the Group. Payments to suppliers are
made within a reasonable period of the invoice being received and within the terms obtained from that supplier. Creditor days
for the parent company were 34 (2001: 42). However, given the nature of these transactions, in the directors’ opinion it is more
meaningful to consider the creditor days for the Group. Group creditor days were 40 (2001: 46).
DIRECTORS’ RESPONSIBILITIES
Company law requires the directors to prepare financial statements for each financial period, which give a true and fair view of
the state of affairs of the Company and the Group at the end of the period, and of the profit or loss for the period then ended. In
preparing those financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent; and
• state whether applicable accounting standards have been followed.
The directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy, at any time, the
financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the
Companies Act 1985. They are also responsible for safeguarding the assets of the Company and the Group and for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
AUDITORS
Deloitte & Touche were appointed as auditors on May 28  2002 following the resignation of PricewaterhouseCoopers. 
On August 1  2003, Deloitte & Touche transferred their business to Deloitte & Touche LLP, a limited liability partnership
incorporated under the Limited Liability Partnerships Act 2000. The Company's consent has been given to treating the
appointment of Deloitte & Touche as extending to Deloitte & Touche LLP with effect from August 1  2003 under the provisions
of section 26(5) of the Companies Act 1989. A resolution to re-appoint Deloitte & Touche LLP as the Company’s auditor will
be proposed at the forthcoming annual general meeting.
By order of the Board
PC SCOTT
Secretary
August 14  2003
ANNUAL REPORT 2003
DIRECTORS’ REPORT 33 RESPONSIBILITY (UNAUDITED INFORMATION)
The Remuneration and Nomination Committee has responsibility for approving all elements of the executive directors’
remuneration, including granting of discretionary share options. The Committee meets twice a year or, when required, to review
the remuneration of executive Board members and senior members of staff.
COMBINED CODE (UNAUDITED INFORMATION)
The Company complied throughout the period with Section 1(B) of the Principles of Good Governance on directors’
remuneration annexed to the Listing Rules. In framing its remuneration policy the Committee has also given full consideration
to all of the matters referred to in Section 1(B) of the Code of Best Practice.
PERFORMANCE GRAPH (UNAUDITED INFORMATION)
The Directors’ Remuneration Report Regulations 2002 requires the presentation of a graph of Total Shareholder Return (TSR)
compared to an appropriate comparator index over a five-year period. The graph below represents the TSR for Bidcorp plc against
the United Kingdom Transport Sector index over a seven-year period, which the directors consider to be the most appropriate index
for this purpose.
POLICY (UNAUDITED INFORMATION)
Directors’ pay is set to be competitive with market rates and designed to be motivational, whilst remaining in the best interests
of shareholders. The committee consults with independent firms for advice on remuneration and benefit matters, where
necessary.  The elements of the remuneration package for executive directors are basic salary and benefits, pensions and
participation in the Company’s share option scheme. The basic salaries of executive directors are reviewed annually with regard
to personal performance, company performance, changes in responsibilities and competitive market practices.
Messrs RW Graham (Group chief executive), IR Spry (managing director, Volume Distribution) and DA Winduss (managing
director, Property and Outsourced Services) are employed under six-month rolling service agreements.
REPORT OF THE REMUNERATION AND
NOMINATION COMMITTEE
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
34
BIDCORP PLC
Total Shareholder Return – Bidcorp Group v Transport Sector
-0.8
-0.6
-0.4
-0.2
0
0.2
0.4
0.6
97 98 99 00 01 02 03
Year
BIDCORP TSR
FTSE TRANSPORT  INDEX
Total shareholder return % DIRECTORS’ REMUNERATION (AUDITED INFORMATION)
Total for Total for
18 months 12 months
ended ended
Salary/ Compen- June 30 December 31
fees Bonus Benefits sation 2003 2001
££ £ £ £ £
B Joffe^ – – – – – –
SD Bender^ – – – – – –
JM Blackburn – – – – – 17,500
BP Connellan 19,500 – – – 19,500 –
ARCB Cooke 19,500 – – – 19,500 –
DR Curtis 202 – – – 202 17,500
RW Graham 225,000 – 44,680 – 269,680 –
S Hepplewhite 142,628 – 14,805 – 157,433 144,589
MJ Kingshott* 38,000 – 126,471 130,000 294,471 259,310
†
Sir CW Newton 462 – – – 462 40,000
JL Pamensky 27,000 – – – 27,000 –
PM Pascan* 108,333 – 40,051 55,750 204,134 108,253
LP Ralphs^ – – – – – –
DK Rosevear^ – – – – – –
IR Spry 150,000 – 31,721 – 181,721 –
AM Stafford 145,000 – 21,269 – 166,269 –
DA Winduss* 117,167 7,500 35,482 – 160,149 –
EA Worrall 27,000 – – – 27,000 17,500
1,019,792 7,500 314,479 185,750 1,527,521 604,652
* Benefits include settlements under a variation agreement dated November 21  2001 in which Messrs MJ Kingshott, PM Pascan and 
DA Winduss were entitled to receive payments of £120k, £30k and £10k respectively following their agreement to leave the Group Defined
Benefit Pension Scheme.
^ These non-executive directors waived their entitlement to directors’ fees of £27k each during the period.
† This amount differs from the figure shown in note 3 on page 46 – highest paid director – by the aforementioned accrual for the pension
settlement.
Other benefits included above are Company car or allowance, fuel, medical benefits and accommodation.
Each executive director is entitled to participate in the Executive Incentive Bonus Scheme. A bonus of up to 25% of basic
annual salary would be payable on a result of between 85% and 115% of budget with one month’s salary payable at 85%
increasing to three months at 115%. This bonus is payable based on two-thirds of the executive’s divisional business profit and
one-third of the Group profit. 
The Board of directors sets the remuneration of the non-executive directors and the fees are set on a level which will attract
persons with the necessary experience and ability to make a significant contribution to the Company’s activities. Non-executive
directors do not participate in the Company’s share option scheme and are not eligible to join the Group pension scheme.  
ANNUAL REPORT 2003
REMUNERATION & NOMINATION COMMITTEE 35 On November 22  2001, Messrs MJ Kingshott, PM Pascan and DA Winduss entered into a variation agreement with Bidcorp
(formerly Jacobs Holdings plc) that, subject to the issue of the ‘Subscription Shares’ as defined in the Circular and Listing
Particulars to shareholders approved on January 2  2002, any obligation that any member of the Bidcorp group had to make any
pension contribution in respect of Messrs MJ Kingshott, PM Pascan or DA Winduss would terminate and any right that 
Messrs MJ Kingshott, PM Pascan or DA Winduss had to participate in any pension scheme operated by the Group would cease,
save as in relation to the entitlement to require their employing Group company to contribute £2.00 for every £1.00 they
contributed to a money purchase pension arrangement designated by Messrs MJ Kingshott, PM Pascan or DA Winduss. This
contribution would be up to a maximum employer contribution of ten per cent of their pensionable salary per annum with effect
from November 1  2001.
The other remaining active members of the Jacobs Holdings Defined Benefit Scheme also entered into similar arrangements
with the Company at this date. This arrangement has resulted in both Defined Benefit Schemes that are operated by the Group
not having any active members and also being closed to new members with effect from November 1  2001.
SHARE OPTIONS (AUDITED INFORMATION)
The options outstanding on June 30  2003, under the executive share option schemes, which were approved by shareholders at
the annual general meeting held on May 11  1995, are as follows:
At
June 30
At Number 2003
December 31 of options or date of
Summary of options granted 2001 granted Exercised Lapsed resignation
MJ Kingshott 833,729 810,000 – (1,643,729) –
PM Pascan 115,133 180,000 – (295,133) –
RW Graham –   225,000 – – 225,000
SHepplewhite 329,167 108,000 – (437,167) –
IR Spry 193,299 185,000 – – 378,299
AMStafford 45,000 185,000 – – 230,000
DA Winduss 91,500 219,700 – – 311,200
Employees 2,297,954 4,397,248 – (834,364) 5,860,838
3,905,782 6,309,948 – (3,210,393) 7,005,337
Mid-market
price at Date
Exercise date of from which
price grant exercisable/
(pence) Granted (pence) exercised Expiry date
Granted 1995
IR Spry 62.5 95,000 62.5 Oct 4  1998 Oct 4  2005
Granted 1997
IR Spry 89.0 31,000 89.0 Oct 20  2000 Oct 20  2007
DA Winduss 89.0 60,000 89.0 Oct 20  2000 Oct 20  2007
Employees 89.0 24,000 89.0 Oct 20  2000 Oct 20  2007
Granted 1999
Employees 67.5 55,000 67.5 Sept 7  2002 Sept 7  2009
Granted 2001
IR Spry 20.0 67,299 20.0 Apr 4  2004 Apr 4  2011
AM Stafford 20.0 45,000 20.0 May 30  2003 Nov 30  2003
DA Winduss 20.0 31,500 20.0 Apr 4  2004 Apr 4  2011
Employees 20.0 1,715,299 20.0 Apr 4  2004 Apr 4  2011
REPORT OF THE REMUNERATION AND
NOMINATION COMMITTEE
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
36
BIDCORP PLC Mid-market
price at Date
Exercise date of from which
price grant exercisable/
(pence) Granted (pence) exercised Expiry date
Granted January 2  2002
IR Spry 22.5 60,000 22.5 Jan 2  2005 Jan 2  2012
AM Stafford 22.5 60,000 22.5 May 30  2003 Nov 30  2003
DA Winduss 22.5 119,700 22.5 Jan 2  2005 Jan 2  2012
Employees 22.5 544,000 22.5 Jan 2  2005 Jan 2  2012
Granted September 12  2002
RW Graham 20.0 225,000 18.0 Sept 12  2005 Sept 12  2012
IR Spry 20.0 125,000 18.0 Sept 12  2005 Sept 12  2012
AM Stafford 20.0 125,000 18.0 May 30  2003 Nov 30  2003
DA Winduss 20.0 100,000 18.0 Sept 12  2005 Sept 12  2012
Employees 20.0 3,522,539 18.0 Sept 12  2005 Sept 12  2012
With the exception of the share options granted at a general meeting of the Company on January 2  2002, share options are
subject to a performance criteria. They may only be exercised if, for any period of one year ending on an accounting date of the
Company up to which the audited accounts of the Company have been published prior to the date of the exercise (the reference
year), the adjusted earnings are greater than the following:
112 RPI(2)
E x x
100 RPI(1)
where
E = the adjusted earnings for the period of one year falling three years prior to the reference year (the basis year);  
RPI(2) = the value of the general index of retail prices for all items published by the central statistical office of the chancellor
of the exchequer at the end of the reference year; and 
RPI(1) = the latest value of the same at the end of the basis year.
LONG TERM INCENTIVE PLANS (AUDITED INFORMATION)
The Group does not currently have any long term incentive plans for any of its executives.
The mid-market price of a Bidcorp share on June 30  2003 was 21.25 pence with a low of 13 pence and a high of 28 pence
during the period. The policy for granting share options as an incentive for directors and senior management has not altered
during the last eighteen months.
PC SCOTT
Secretary
August 14  2003
ANNUAL REPORT 2003
REMUNERATION & NOMINATION COMMITTEE 37 18 months 12 months
ended ended
June 30 December 31
2003 2001
Note £’000 £’000
Turnover 204,484 129,486
Continuing operations 2 189,758 114,075
Discontinued operations 14,726 15,411
Operating loss 2, 3, 4 (2,044) (12,642)
Operating profit (loss) – continuing operations 810 (11,949)
Operating loss – discontinued operations (2,854) (693)
Profit (loss) on disposal of fixed assets 219 (367)
Loss on termination of logistics business – (187)
Profit on sale of investment 11 435 –
Loss on ordinary activities before interest 4 (1,390) (13,196)
Net interest payable 5 (1,343) (2,772)
Other finance expense 29 (210) (35)
Loss on ordinary activities before taxation 2, 3 (2,943) (16,003)
Tax credit on loss on ordinary activities 6 799 1,831
Loss on ordinary activities after taxation and retained loss
for the financial period (2,144) (14,172)
Loss per share (pence) 7 (0.9) (13.9)
Diluted loss per share (pence) 7 (0.9) (13.8)
There is no material difference between the results as disclosed in the profit and loss account and their historical cost
equivalent.
CONSOLIDATED PROFIT AND LOSS
ACCOUNT
38
BIDCORP PLC GROUP COMPANY
June 30 December 31 June 30 December 31
2003 2001 2003 2001
Note £’000 £’000 £’000 £’000
Fixed assets 58,238 59,395 80,545 80,632
Tangible assets 10 56,161 52,789 169 269
Investments 11 2,077 6,606 80,376 80,363
Net current assets (liabilities) (3,040) (22,239) 8,235 (22,556)
Current assets 34,713 34,031 17,076 4,239
Stocks and work in progress 13 3,027 2,472 – –
Debtors 14 30,060 28,122 17,060 1,927
Cash at bank and in hand 1,626 3,437 16 2,312
Current liabilities
Creditors: Amounts falling due within one year 15 (37,753) (56,270) (8,841) (26,795)
Total assets less current liabilities 55,198 37,156 88,780 58,076
Creditors: Amounts falling due after more 
than one year 16 (816) (10,807) – (24)
Provisions for liabilities and charges 18 (4,371) (5,213) – (29)
Net assets excluding pension liability 50,011 21,136 88,780 58,023
Pension liability 29 (2,637) (1,606) (1,390) (996)
Net assets including pension liability 2 47,374 19,530 87,390 57,027
Capital and reserves
Called up share capital 19 49,644 20,463 49,644 20,463
Share premium 20 13,228 11,353 13,228 11,353
Merger reserve 20 9,327 9,327 32,538 32,538
Capital reserve 20 480 480 480 480
Profit and loss account including pension liability 20 (25,305) (22,093) (8,500) (7,807)
Profit and loss account excluding pension liability (22,668) (20,487) (7,110) (6,811)
Pension liability 29 (2,637) (1,606) (1,390) (996)
Equity shareholders’ funds 47,374 19,530 87,390 57,027
Net asset value per share (pence) 8 19.1 19.1
These accounts were approved by the Board of directors on August 14  2003 and signed on their behalf by:
B Joffe (Chairman)
RW Graham (Group chief executive)
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 39
BALANCE SHEETS 18 months 12 months
ended ended
June 30 December 31
2003 2001
Note £’000 £’000
Cash inflow from operating activities 21 11,498 9,713
Returns on investments and servicing of finance (1,254) (2,224)
Interest received 334 188
Interest paid (514) (1,067)
Interest element of finance lease payments (1,074) (1,345)
Taxation received (paid) (213) 373
Capital expenditure and financial investment (13,373) (1,269)
Purchase of tangible fixed assets (14,951) (4,878)
Sale of tangible assets 1,578 1,014
Sale of investment properties – 2,467
Sale of investments – 128
Disposals – (2,000)
Cash outflow in respect of termination of logistics business – (2,000)
Net cash inflow (outflow) before financing (3,342) 4,593
Financing 22 7,689 (6,699)
New shares issued (net) 31,056 –
Repayment of secured loans 22 (3,776) (1,195)
Repayment of loan notes 22 (913) –
Repayment of Blue Circle loan 22 (9,000) –
New hire purchase agreements 22 – 2,642
Repayment of capital element of hire purchase agreements 22 (9,678) (8,146)
Increase (decrease) in net cash 23 4,347 (2,106)
CONSOLIDATED CASH FLOW STATEMENT
40
BIDCORP PLC 18 months 12 months
ended ended
June 30 December 31
2003 2001
Note £’000 £’000
Loss attributable to equity shareholders for the financial period (2,144) (14,172)
Actuarial loss on defined benefit schemes 29 (1,263) (2,315)
Deferred taxation arising thereon 379 695
Currency translation differences on foreign currency net investments (184) 28
Total recognised losses since last annual report (3,212) (15,764)
18 months 12 months
ended ended
June 30 December 31
2003 2001
Note £’000 £’000
Loss for the period (2,144) (14,172)
Actuarial loss on defined benefit schemes 29 (1,263) (2,315)
Deferred taxation arising thereon 379 695
Currency translation differences on foreign currency net investments (184) 28
New shares issued (net) 31,056 –
27,844 (15,764)
Shareholders’ funds at the beginning of the period 19,530 35,294
Shareholders’ funds at the end of the period 47,374 19,530
Shareholders’ funds are all attributable to equity interests.
ANNUAL REPORT 2003
41
CONSOLIDATED STATEMENT OF TOTAL
RECOGNISED GAINS AND LOSSES
RECONCILIATION OF MOVEMENTS IN 
SHAREHOLDERS’ FUNDS
FINANCIAL STATEMENTS 1. PRINCIPAL ACCOUNTING POLICIES
1.1 Basis of preparation
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of
certain tangible assets, in accordance with applicable United Kingdom accounting standards. A summary of the principal
Group accounting policies is set out below.
1.2 Basis of consolidation
The Group financial statements consolidate those of the Company and its subsidiary undertakings to June 30  2003. The
Group equity accounts for its interests in associates.
1.3 Acquisitions, disposals and goodwill
Subsidiary undertakings are incorporated into the financial statements at their fair value at the date of acquisition. From
January 1  1998, any excess of consideration paid over the fair values of the net assets acquired is capitalised and shown
under the balance sheet heading, ‘Intangible Assets’, and amortised equally over its expected useful economic life, which
does not exceed 20 years. Where a potential impairment to the carrying value of goodwill and investments in subsidiary
undertakings is indicated, a detailed review of current carrying values is performed and provision made, if necessary.
Before January 1  1998, such goodwill was debited to reserves, including the merger reserve, where permitted by s131 of
the Companies Act 1985.
On disposal of a subsidiary undertaking, the net proceeds are compared to the carrying value of the subsidiary, including
any goodwill arising on the acquisition of the subsidiary to the extent that this has not already been written off in the
profit and loss account. Any difference is included in the consolidated profit and loss account.
The financial results of the subsidiary undertakings acquired or disposed of during the year are included within the
consolidated financial statements from the date of acquisition or to the date of disposal.
1.4 Turnover
The amount receivable from transport services and agency services is recognised when the services are completed.
Charter hire income from vessels, property rental, property service charge income and property management fees are
recognised in the period to which they relate. Turnover on property development is recognised on exchange of contracts.
Turnover excludes value added tax.
1.5 Investment income
Dividend income on listed investments is accounted for when the investment is listed as ex dividend. Income from
unlisted investments is accounted for on receipt.
1.6 Tangible fixed assets
With the exception of Investment Properties (see policy 1.8), all tangible fixed assets are stated at cost. Fixed assets are
reviewed for impairment if there is an indication that impairment has occurred. The Group capitalises major vessel
maintenance costs as a tangible fixed asset, which is amortised over the period to the next planned vessel maintenance date.
Fixed assets acquired under hire purchase agreements are capitalised and the related obligations included in creditors.
1.7 Depreciation
Depreciation of tangible fixed assets is provided to write down the cost of these assets to their estimated residual value
over their anticipated useful economic lives as follows:
Freehold land Nil
Investment properties Nil
Operating properties 50 years
Vessels and improvements Life of vessel or period of charter 
Planned vessel maintenance 30 months
Hardstanding 50 years
Equipment and motor vehicles 3 to 10 years
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
42
BIDCORP PLC 1.8 Investment properties
Property held for leasing to third parties is treated as investment property. In accordance with SSAP 19 (revised)
Accounting for Investment Properties:
1.8.1 investment properties are revalued annually and the aggregate surplus or deficit is transferred to/from a revaluation
reserve, except that where the diminutions in value (or their reversal) are expected to be permanent, these are charged to
the profit and loss account; and
1.8.2 no depreciation or amortisation is provided in respect of freehold investment properties or leasehold investment
properties, where the unexpired term is twenty years or more.
The treatment of certain of the Group's investment properties is a departure from the requirements of the Companies Act
concerning depreciation of fixed assets. However, these properties are not held for consumption but for investment and
the directors consider that systematic depreciation would be inappropriate.
The accounting policy adopted is therefore necessary for the financial statements to give a true and fair view.
Depreciation or amortisation is only one of the factors reflected in the annual valuation and the amount, which might
otherwise have been shown, cannot be separately identified or quantified.
The purchase or sale of investment properties is recognised on the date that contracts are exchanged.
1.9 Investments
Fixed asset investments, including listed investments, are stated in the accounts at the lower of cost or directors’
valuation, less provision for impairment.
1.10 Stocks and work in progress
Stocks and construction work in progress have been valued at the lower of cost and net realisable value (including an
appropriate proportion of overheads) from which payments received and receivable are deducted. Finance costs incurred
on borrowings to fund specific property developments are capitalised during the period of construction.
1.11 Hire purchase agreements
Assets acquired under hire purchase agreements have been capitalised and included in fixed assets. The capital amount
of future rental payments is treated as a liability and the interest element is charged to the profit and loss account in
proportion to the balance of the capital.
1.12 Operating leases
The rental charges of operating leases in respect of land and buildings, vessels and other assets are charged to the profit
and loss account as incurred.
1.13 Deferred taxation
In accordance with FRS 19, Deferred Taxation, deferred taxation is recognised in respect of all timing differences that
have originated but not reversed at the balance sheet date where the transactions or events that result in an obligation to
pay more, or a right to pay less, tax in the future have occurred at the balance sheet date.
Deferred taxation is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which
timing differences reverse, based on the tax rates and laws enacted or substantively enacted at the balance sheet date.
1.14 Translation of foreign currencies
The assets and liabilities of overseas subsidiaries are translated into sterling at the rate of exchange ruling at the balance
sheet date. The trading results of overseas subsidiaries are translated into sterling at the average rate applying during the
period. Transactions effected in overseas currencies are translated into sterling at the exchange rate ruling at the date of
the transaction.
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 43 Exchange differences, offset by corresponding exchange hedging transactions, arising on the revaluation of the net assets
of subsidiaries at the period-end, are dealt with through reserves. Other exchange gains and losses, also offset by hedging
transactions where appropriate, are accounted for through the profit and loss account.
1.15 Pension schemes
The Group operates both defined contribution and defined benefit schemes. The amount of contribution payable to the
defined contribution scheme is charged to the profit and loss account in respect of the accounting period to which it
relates.
In accordance with FRS 17, Retirement Benefits, the Group includes the net assets and liabilities of its pension schemes
in its financial statements at market value. Current service costs, curtailment and settlement gains and losses, and
financial returns are included in the profit and loss account in the period to which they relate. Other gains and losses on
assets and liabilities of the schemes are recorded through the statement of total recognised gains and losses.
1.16 Comparative figures
The Group has changed its year-end to June 30. The current reporting period is an eighteen-month period, however all
comparative figures are for the last twelve-month period ended December 31  2001.
Profit (Loss) before Net assets
Turnover taxation (liabilities)
2003 2001 2003 2001 2003 2001
£’000 £’000 £’000 £’000 £’000 £’000
2. PRINCIPAL ACTIVITIES
Analysis by activity
Automotive Services 
Continuing operations 128,930 69,579 (565) (124) 24,622 19,185
Discontinued operations 9,893 9,257 (1,881) (435) (72) 950
138,823 78,836 (2,446) (559) 24,550 20,135
Exceptional items excluding goodwill 
and impairment – – 125 (1,092) – –
Goodwill amortisation and impairment – – – (9,733) – –
Total Automotive Services 138,823 78,836 (2,321) (11,384) 24,550 20,135
Shipping Services
Continuing operations 56,268 31,435 947 445 33,635 35,528
Discontinued operations 4,833 6,154 (973) (258) 188 423
61,101 37,589 (26) 187 33,823 35,951
Exceptional items excluding goodwill 
and impairment – – 517 (1,251) – –
Goodwill amortisation and impairment – – – (494) – –
Total Shipping Services 61,101 37,589 491 (1,558) 33,823 35,951
Property and Outsourced Services 4,560 13,061 428 492 2,100 4,193
Exceptional items – – 12 (746) – –
Total Property and Outsourced Services 4,560 13,061 440 (254) 2,100 4,193
Interest and similar charges – – (1,553) (2,807) – –
Net debt – – – – (13,099) (40,749)
204,484 129,486 (2,943) (16,003) 47,374 19,530
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
44
BIDCORP PLC Profit (Loss) before Net assets
Turnover taxation (liabilities)
2003 2001 2003 2001 2003 2001
£’000 £’000 £’000 £’000 £’000 £’000
2. PRINCIPAL ACTIVITIES (continued)
Analysis by geographical area 
of operations
United Kingdom 186,910 117,472 (2,638) (13,984) 46,265 19,142
Europe 17,574 12,014 (305) (2,019) 1,109 388
204,484 129,486 (2,943) (16,003) 47,374 19,530
There is no significant difference between turnover by origin and destination.
The segmental analysis for 2001 has been restated for the movement of the Car Parking operations from Automotive
Services to Property and Outsourced Services. Net assets have been restated to exclude intercompany balances.
Analysis of continuing and discontinued operations
Con- Discon- Con- Discon-
tinuing tinued Total tinuing tinued Total
operations operations 2003 operations operations 2001
£’000 £’000 £’000 £’000 £’000 £’000
Turnover 189,758 14,726 204,484 114,075 15,411 129,486
Cost of sales (159,455) (14,821) (174,276) (93,933) (13,651) (107,584)
Gross profit 30,303 (95) 30,208 20,142 1,760 21,902
Total administrative expenses (29,493) (2,759) (32,252) (32,091) (2,453) (34,544)
Administrative and distribution 
expenses excluding goodwill 
amortisation and impairment (29,493) (2,759) (32,252) (21,864) (2,453) (24,317)
Goodwill amortisation and impairment –– – (10,227) – (10,227)
Operating profit (loss) 810 (2,854) (2,044) (11,949) (693) (12,642)
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 45 June 30 December 31
2003 2001
£’000 £’000
3. LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
The operating loss on ordinary activities is stated after charging the following items:
Directors’ emoluments 1,607 789
Remuneration 1,528 604
Pension contributions 79 185
Staff costs 58,951 37,772
Operating lease costs 9,983 2,193
Plant and machinery 2,802 43
Land and buildings 3,396 730
Other 3,785 1,420
Depreciation (note 10) 13,674 9,424
Owned assets 11,030 7,750
Leased assets 2,644 1,674
Amortisation and impairment of goodwill – 10,227
Auditors’ remuneration and expenses 182 151
The auditors’ remuneration for the Company was £30k (2001: £27k).
Fees paid to Deloitte & Touche for non-audit services amounted to £119k 
(2001: PricewaterhouseCoopers £316k).
The emoluments (including pension contributions) of the following directors were:
Chairman – 40
Highest paid director 294 381
Detailed information of the directors’ remuneration is shown in the Report of the 
Remuneration and Nomination Committee on page 35
The average number of persons employed in the Group (including directors) 
during the period was:
Number Number
Automotive Services 1,405 1,438
Shipping Services 195 162
Property and Outsourced Services 87 144
1,687 1,744
During the period the Car Park operations were moved from Automotive Services to 
Property and Outsourced Services. The comparatives have been restated accordingly.
The aggregate payroll costs of these persons were as follows:
£’000 £’000
Wages and salaries 51,315 33,202
Social security costs 7,101 3,960
Other pension costs 535 610
58,951 37,772
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
46
BIDCORP PLC June 30 December 31
2003 2001
£’000 £’000
4. OPERATING EXCEPTIONAL ITEMS
Directors’ termination and notice payments 319 –
Earn-out provision not required (308) –
Set-up costs of European Recovery operation 62 –
Impairment of fixed assets – 421
Write-down of investment – 421
Restructuring and reorganisation – 1,693
Impairment of goodwill – 9,635
Charged to operating profit 73 12,170
5. NET INTEREST PAYABLE
Interest receivable (334) (28)
Income from United Kingdom unlisted investments – (160)
(334) (188)
Bank loans, overdrafts and other loans wholly repayable within five years 360 697
Finance charges in respect of hire purchase contracts 1,074 1,345
Interest on long term loans 154 292
Unwinding of discount on long term discounted debt 89 405
1,677 2,739
Write-down of investments – 221
1,343 2,772
6. TAX ON ORDINARY ACTIVITIES
6.1 Analysis of tax charge (credit) for the period
The (credit) charge based on the loss for the period comprises:
United Kingdom corporation tax 30% (2001: 30%):
Adjustment in respect of the previous period 176 (177)
Foreign tax:
Adjustment in respect of the previous period (70) 32
Total current tax 106 (145)
United Kingdom deferred taxation:
Movement in respect of the current period (837) (1,124)
Adjustment in respect of prior period (5) (388)
Total deferred taxation (note 18) (842) (1,512)
Deferred taxation on pension liability (63) 105
Total deferred taxation (905) (1,407)
ACT written back – (279)
Tax credit on loss on ordinary activities (799) (1,831)
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 47 June 30 December 31
2003 2001
£’000 £’000
6. TAX ON ORDINARY ACTIVITIES (continued)
6.2 Factors affecting tax charge for the period
Group loss on ordinary activities before tax (2,943) (16,003)
Group loss on ordinary activities before tax at 30% (883) (4,801)
Effects of:
Expenses not deductible for tax purposes 107 1,092
Accounting loss on disposal – 76
Accounts profit in excess of capital gains tax profit (130) –
Goodwill amortisation and impairment (75) 3,220
Write-down of investments 124 164
Current period tax losses provided 82 306
Increase in tax losses provided – (1,140)
Adjustments relating to prior period’s corporation tax 106 (177)
Capital allowances in excess of accounting depreciation 728 696
Movement on short term timing differences 47 122
Excess overseas tax rate – 297
Total current tax 106 (145)
6.3 Factors that may affect future tax charges
No provision has been made for deferred taxation where assets are held at potentially taxable gains. Such gains
would become taxable only if the assets were sold. At present, it is not envisaged that any tax will become payable in
the foreseeable future due to the losses available within the Group.
6.4 Exceptional items
No tax has been recognised on the disposal of the investment in Golden Tide Corporation as Inland Revenue
clearance has been obtained to confirm the disposal will be exempt from tax.
7. LOSS AND DILUTED LOSS PER ORDINARY SHARE
The calculation of the basic loss per share is based on the consolidated loss after taxation of £2,144k (2001: £14,172k loss)
and the weighted average number of ordinary shares in issue during the period of 248,219,402 (2001: 102,317,460).
8. NET ASSET VALUE PER ORDINARY SHARE
The calculation of net asset value per ordinary share is based on the total of equity shareholders’ funds and the closing
number of ordinary shares in issue.
June 30 December 31
2003 2001
Number of shares in issue 248,219,402 102,317,460
£’000 £’000
Net assets 47,374 19,530
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
48
BIDCORP PLC 9. PROFIT AND LOSS ACCOUNT
Bidcorp plc has not presented its own profit and loss account as permitted by Section 230(1) of the Companies Act 1985.
The amount of the loss for the period dealt with in the accounts of the Company is £331k (2001: £9,731k loss).
10. TANGIBLE ASSETS
Freehold Short Vessel & Equipment
land & Investment leasehold associated & motor
buildings properties properties costs vehicles Total
£’000 £’000 £’000 £’000 £’000 £’000
GROUP
Cost (valuation for investment 
properties)
At January 1  2002 8,973 50 764 23,432 53,770 86,989
Additions 12 – 256 7,193 10,694 18,155
Transfer to work in progress (71) – – – – (71)
Disposals – – (217) – (6,945) (7,162)
Exchange adjustment – – – – 1,723 1,723
At June 30  2003 8,914 50 803 30,625 59,242 99,634
Depreciation
At January 1  2002 222 – 201 5,991 27,786 34,200
Charge for the period 15 – 190 3,881 9,588 13,674
Disposals – – (54) – (5,749) (5,803)
Exchange adjustment – – – – 1,402 1,402
At June 30  2003 237 – 337 9,872 33,027 43,473
Net book amount
At June 30  2003 8,677 50 466 20,753 26,215 56,161
At December 31  2001 8,751 50 563 17,441 25,984 52,789
Vessels & Equipment
associated & motor
costs vehicles
£’000 £’000
GROUP
Assets held under hire purchase agreements are as follows:
Net book amount
At June 30  2003 12,232 5,627
At December 31  2001 13,424 13,696
Depreciation charged in the period 2,644 1,674
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 49 BIDCORP PLC
Equipment
& motor
Vessels vehicles Total
£’000 £’000 £’000
10. TANGIBLE ASSETS (continued)
COMPANY
Cost
At January 1  2002 251 896 1,147
Additions – 76 76
Disposals – (122) (122)
At June 30  2003 251 850 1,101
Depreciation
At January 1  2002 247 631 878
Charge for the period 4 131 135
Disposals – (81) (81)
At June 30  2003 251 681 932
Net book amount
At June 30  2003 – 169 169
At December 31  2001 4 265 269
United
Investment in Kingdom 
associated listed Other
undertakings investments investments Total
£’000 £’000 £’000 £’000
11. INVESTMENTS
GROUP
Cost
At January 1  2002 5,029 97 2,860 7,986
Disposals (5,029) – (604) (5,633)
At June 30  2003 – 97 2,256 2,353
Amortisation
At January 1  2002 1,091 29 260 1,380
Charge for the period 413 – – 413
Write back – (13) – (13)
Disposals (1,504) – – (1,504)
At June 30  2003 – 16 260 276
Net book value
At June 30  2003 – 81 1,996 2,077
At December 31  2001 3,938 68 2,600 6,606
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
50 11. INVESTMENTS (continued)
Investment in associated undertaking
This investment represented the Group’s 50% interest in Rosal SA. The other 50% interest was held by Romline SA,
a Romanian state-owned shipping company. Rosal SA is registered in the Bahamas. During the year under review the
Group excercised its right under assigned secured mortgages to take direct control of both ships previously held by the
joint venture. These ships were sold to Group companies and are included as additions to vessels in note 10. Rosal SA is
in the process of liquidation.
United Kingdom listed investments
The United Kingdom listed investment is the Group’s shareholding in Bizspace plc. There has been no additions or
disposals in the period under review. The investment represents a 1% holding in the Company, which has been written up
to market value.
Other investments
The Group has a 50% interest in Ropner Runciman Investments Limited (Jersey), which in turn held 50% of Golden Tide
Limited (Liberia). Golden Tide Limited (Liberia) owns a very large crude oil vessel, which was launched early in 1999.
The shareholding in Golden Tide Limited was sold in the period, resulting in a net profit of £435k. Other investments
also include a 5% holding in MLM Technologies Limited, which has been written down to net asset value.
Investment in United
United Kingdom Kingdom
subsidiary listed
undertakings investments Total
£’000 £’000 £’000
COMPANY
Net book value
At January 1  2002 80,295 68 80,363
Write back – 13 13
At June 30  2003 80,295 81 80,376
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 51 12. PRINCIPAL SUBSIDIARY UNDERTAKINGS
The principal subsidiary undertakings of Bidcorp plc at June 30  2003 are as follows:
Principal activities
Automotive Services
Ontime Automotive Limited* (formerly Jacobs Ontime Limited) Holding company
Ontime Automotive (Volume Distribution) Limited Car transportation and storage
Societe Vendomoise de Transport de Vehicules SA Car transportation and storage
Ontime Automotive (Specialist Operations) Limited Car transportation and storage
Sarl A L’Heure Car transportation and storage
Ontime Rescue and Recovery Limited Vehicle recovery
Arcade Traffic Management Limited Traffic management
Shipping Services
Bidcorp Shipping Limited* (formerly Jacobs Shipping Limited) Holding company
Dart Line Limited Ferry operator
Thames Europort Limited Port management
Ropner Ship Management Limited Ship management
Jacobs VII Limited Shipowning
Sally Bahamas Limited Shipowning
Byrchington Limited Shipowning
Ropner Shipping Company Limited Shipowning
Dart 3 Limited Shipowning
Dart 4 Limited Shipowning
Ferryline Trailers Limited Trailer and freight operation
Ferryline Freight Limited Trailer and freight operation
Ferryline NV Trailer and freight operation
Jacobs Transport Services Limited Trailer and freight operation
Property and Outsourced Services
Bidcorp Outsourced Services Limited* (formerly Jacobs Property Limited) Holding company
Arcade Car Parks Limited Car park management
Bidcorp Property Limited Property investment
Skillion Limited Property investment and management
Embassy Property Group Limited Property development 
All companies are 100% owned and registered in England and Wales and operate in Great Britain, with the exception of
Sally Bahamas Limited and Byrchington Limited, which are incorporated in the Bahamas; Societe Vendomoise de
Transport de Vehicules SA and Sarl A L’Heure, which are incorporated and operate in France; and Ferryline NV, which is
incorporated and operates in Belgium. There are no restrictions to voting rights.
All shares are £1 ordinary shares with the exception of Bidcorp Shipping Limited (25p ordinary shares), Ontime
Automotive Limited (10p ordinary shares), the Ropner Shipping Company Limited (66p ordinary shares), Sally 
Bahamas Limited (US$1), Societe Vendomoise de Transport de Vehicules SA (   15.25), Ferryline NV ( 496) and 
Sarl A L’Heure (  10).
*Companies owned directly by Bidcorp plc.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
52
BIDCORP PLC GROUP COMPANY
June 30 December 31 June 30 December 31
2003 2001 2003 2001
£’000 £’000 £’000 £’000
13. STOCKS AND WORK IN PROGRESS
Raw materials 1,694 1,637 – –
Work in progress 1,333 835 – –
3,027 2,472 – –
There is no material difference between the balance 
sheet value of stocks and their replacement cost.
14. DEBTORS
Trade debtors 22,496 21,317 3 –
Amounts owed by Group undertakings – – 14,742 –
Other debtors 4,412 3,343 2,138 862
Prepayments 2,799 3,183 129 1,054
Income tax recoverable 74 – – –
Deferred tax asset (see note 18) – – 37 –
ACT recoverable 279 279 11 11
30,060 28,122 17,060 1,927
The following amounts included above are due after 
more than one year
Other debtors – 1,320 – –
15. CREDITORS – AMOUNTS FALLING DUE
WITHIN ONE YEAR
Bank loans and overdrafts
Overdraft 9,207 15,365 8,197 14,026
Other loan – 8,911 – –
Secured on vessels of subsidiary undertakings – 1,194 – –
Obligations under hire purchase agreements 4,702 6,996 – 12
Trade creditors 10,311 9,434 347 204
Amounts owed to Group undertakings – – – 11,242
Other creditors 997 1,059 – 8
Corporation tax – 31 – –
Other taxes and social security 3,562 2,761 52 54
Accruals and deferred income 8,974 9,606 245 1,249
Loan notes – 913 – –
37,753 56,270 8,841 26,795
The lender of a loan raised to finance an investment property has agreed to limit the repayment of the loan and rolled-up
interest thereon to the proceeds arising from the ultimate sale of the particular property (‘ring-fenced property’) and to
forego any claim for the balance remaining unpaid. Consequently, the loan (including rolled-up interest) amounting to 
£1 at June 30  2003 (December 31  2001: £1) has been reduced to the book value of the relevant property.
Overdrafts bear interest at rates of 1% over LIBOR or foreign equivalents.
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 53 GROUP COMPANY
June 30 December 31 June 30 December 31
2003 2001 2003 2001
£’000 £’000 £’000 £’000
16. CREDITORS – AMOUNTS FALLING DUE
AFTER ONE YEAR
Bank loan – Secured on vessel of subsidiary undertaking – 2,686 – –
Obligations under hire purchase agreements 816 8,121 – 24
816 10,807 – 24
Banks loans, other loans and loan notes repayable
Between one and two years – 860 – –
Between two and five years – 1,826 – –
– 2,686 – –
Obligations under hire purchase agreements
Between one and two years 689 5,921 – 24
Between two and five years 127 2,200 – –
816 8,121 – 24
17. FINANCIAL INSTRUMENTS
The narrative disclosures relating to financial instruments are contained in the Financial Report on page 15.
The Group has taken advantage of the exemption from disclosing short-term debtors and creditors conferred by FRS 13
‘Derivatives and other Financial Instruments’.
Liquidity risk profile
The maturity of the Group’s financial liabilities (excluding short-term creditors and taxation provisions) as at June 30 are
denominated as follows:
June 30 December 31
2003 2001
£’000 £’000
Less than one year 13,909 33,379
Between one and two years 689 6,781
Between two and five years 127 4,026
14,725 44,186
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
54
BIDCORP PLC Weighted Weighted
Floating Fixed average average time
rate rate interest for which
Total borrowings borrowings rate rate fixed
£’000 £’000 £’000 % Years
17. FINANCIAL INSTRUMENTS (continued)
Interest rate profile
After taking account of forward foreign 
currency contracts entered into by the Group,
the interest rate profile of the Group’s financial
liabilities as at June 30  2003 was:
Sterling
Cash at bank and overdraft 10,159 10,159 – – –
Hire purchase agreements 4,590 850 3,740 6.5 1.0
US Dollar
Cash at bank and overdraft (11) (11) – – –
Euro 
Hire purchase agreements 928 – 928 5.6 2.5
Cash at bank and overdraft (941) (941) – – –
Total June 30  2003 14,725 10,057 4,668 6.3 1.3
Sterling
Cash at bank and overdraft 15,105 15,105 – – –
Loan notes 913 – 913 3.0 0.4
Other loan 8,911 – 8,911 5.0 0.2
Hire purchase agreements 12,959 2,125 10,834 6.4 3.6
US Dollar
Bank loan 3,880 3,880 – – –
Cash at bank and overdraft (343) (343) – – –
Euro 
Hire purchase agreements 2,158 – 2,158 5.6 1.7
Cash at bank and overdraft 603 603 – – –
Total December 31  2001 44,186 21,370 22,816 5.0 1.5
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 55 Total Debtors Investments Cash
£’000 £’000 £’000 £’000
17. FINANCIAL INSTRUMENTS (continued)
All of the Group’s creditors falling due within one year 
(other than bank and other borrowings) are excluded 
from the above table. The Group has no interest-free 
borrowings. The Group held the following financial 
assets as at June 30  2003 denominated in the 
following currencies:
Sterling 2,631 – 2,077 554
US Dollar 11 – – 11
Euro 1,061 – – 1,061
Total June 30  2003 3,703 – 2,077 1,626
Sterling 6,822 1,320 2,668 2,834
Euro 603 – – 603
Total December 31  2001 7,425 1,320 2,668 3,437
These financial assets all bear interest at floating rates, which are determined by reference to LIBOR or local equivalents.
Currency risk profile
The table below shows the extent to which the Group companies have monetary assets and liabilities in currencies other
than their local currency:
Net foreign currency monetary assets (liabilities)
US Dollar Euro Total
Functional currency £’000 £’000 £’000
Sterling 2003 11 941 952
Sterling 2001 (343) 603 260
Fair values
There are no material differences between the book value of the Group’s financial assets and liabilities and the fair value
as at June 30  2003.
Foreign currency hedges
The Group enters into certain forward foreign currency contracts and ship fuel forward purchase contracts with a view to
hedging future contracted payments and purchases. Gains and losses on these are not recognised until the exposure being
hedged is itself recognised. The Group had outstanding ship fuel forward purchase contracts at a capped commitment of
$1,994k subject to a minimum commitment of $1,494k floor in respect of the equivalent quantity of fuel. There were no
unrecognised or deferred gains or losses at the year-end. The contract expires on December 31  2003.
Undrawn committed borrowing facilities
At June 30  2003 the Group had undrawn ongoing committed facilities, expiring within one year, of £4,837k 
(2001: £3,015k) to fund the Group’s operations.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
56
BIDCORP PLC GROUP COMPANY
June 30 December 31 June 30 December 31
2003 2001 2003 2001
£’000 £’000 £’000 £’000
18. PROVISIONS FOR LIABILITIES AND CHARGES
Deferred taxation (see below) 4,371 5,213 – 29
The major components of the provision for deferred 
taxation are as follows:
Capital allowances 5,638 6,444 (37) 29
Other timing differences – 26 – –
Losses carried forward (1,267) (1,257) – –
4,371 5,213 (37) 29
Revaluation of investment properties does not constitute a timing difference and has therefore not been quantified, due to
the availability of rollover relief and brought forward capital losses.
The movement in deferred taxation for the Group can be analysed as follows:
GROUP COMPANY
£’000 £’000
Balance at January 1  2002 5,213 29
Released to the profit and loss account – current period (837) 7
Released to the profit and loss account – prior period (5) (73)
Balance at  June 30  2003 4,371 (37)
June 30 December 31
2003 2001
£’000 £’000
19. SHARE CAPITAL
COMPANY AND GROUP
Authorised share capital
585,000,000 (2001: 124,690,111) ordinary shares of 20 pence each 117,000 24,938
Allotted, called up and fully paid
248,219,402 (2001: 102,317,460) ordinary shares of 20 pence each 49,644 20,463
Further to a subscription for new shares, a tender offer for existing shares together with a proposed issue of further tender
subscription shares, the issue of further subscription shares and the issue of an option for the subscription for new shares
as set out in a circular and listing particulars approved by shareholders on January 2  2002, the Company issued the
following new ordinary shares on the dates indicated:
Bid Services Division Limited 128,888,878 shares issued at 22.5 pence per share on January 3  2002
Bid Services Division Limited 5,000,000 shares issued at 20.0 pence per share on January 3  2002
Bid Services Division Limited 6,809,367 shares issued at 22.5 pence per share on January 10  2002
The Tender Offer Subscribers 5,203,697 shares issued at 22.5 pence per share on January 10  2002
The new ordinary shares issued to the Tender Offer Subscribers includes shares issued to the new directors and their
associates, appointed to the Board on January 3  2002, following the approval of shareholders for the aforementioned
share transactions. The number of shares issued to each new director is set out in the Report of Directors on page 27.
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 57 Share Merger Capital Profit and
premium reserve reserve loss
£’000 £’000 £’000 £’000
20. RESERVES
GROUP
At January 1  2002 11,353 9,327 480 (22,093)
New shares issued (net) 1,875 – – –
Retained for the period – – – (2,144)
Exchange adjustment – – – (184)
Defined benefit liabilities – – – (884)
At June 30  2003 13,228 9,327 480 (25,305)
COMPANY
At January 1  2002 11,353 32,538 480 (7,807)
New shares issued (net) 1,875 – – –
Retained for the period – – – (331)
Defined benefit liabilities – – – (362)
At June 30  2003 13,228 32,538 480 (8,500)
June 30 December 31
2003 2001
£’000 £’000
21. RECONCILIATION OF OPERATING LOSS TO NET CASH
INFLOW FROM OPERATING ACTIVITIES
Operating loss (2,044) (12,642)
Amortisation and impairment of goodwill – 10,227
Depreciation and amortisation of other fixed assets 14,087 9,760
Write back of investments (13) –
Loss on disposal of fixed assets – 42
(Increase) decrease in stocks and work in progress (484) 1,697
Increase in debtors (751) (1,739)
Increase in creditors 985 2,510
Other non-cash movements (282) (142)
Net cash inflow from operating activities 11,498 9,713
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
58
BIDCORP PLC At January 1 Other non- Cash Exchange At June 30
2002 cash items flow adjustment 2003
£’000 £’000 £’000 £’000 £’000
22. ANALYSIS OF NET DEBT
Cash and cash equivalents
Cash in hand 3,437 – (1,811) – 1,626
Overdrafts (15,365) – 6,158 – (9,207)
(11,928) – 4,347 – (7,581)
Loans and other financing (28,821) (89) 23,367 25 (5,518)
Repayable within one year
Bank loans (1,194) – 1,156 38 –
Loan notes (913) – 913 – –
Other loans (8,911) (89) 9,000 – –
Hire purchase agreements (6,996) – 2,335 (41) (4,702)
Repayable after one year
Bank loans (2,686) – 2,620 66 –
Hire purchase agreements (8,121) – 7,343 (38) (816)
Total (40,749) (89) 27,714 25 (13,099)
June 30 December 31
2003 2001
£’000 £’000
23. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
Increase (decrease) in cash in the period 4,347 (2,106)
Cash outflow from decrease in debt and leasing financing 23,367 6,699
Change in net debt resulting from cash flows 27,714 4,593
Unwinding of discount on loan (89) (405)
Write-down of ring-fenced loan – 150
Translation difference 25 (131)
Movement in net debt for the period 27,650 4,207
Net debt at the beginning of the period (40,749) (44,956)
Net debt at the end of the period (13,099) (40,749)
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 59 Plant and machinery Land and buildings
June 30 December 31 June 30 December 31
2003 2001 2003 2001
£’000 £’000 £’000 £’000
24. OPERATING LEASE COMMITMENTS
At June 30  2003, the Group had the following 
annual commitments to be paid during the 
next year under operating leases expiring:
Within one year 1,797 1,040 620 435
Within the second to fifth year inclusive 1,141 1,772 471 1,135
After five years – 3 873 68
2,938 2,815 1,964 1,638
25. POST-BALANCE SHEET EVENTS
There are no material post-balance sheet events.
26. CAPITAL COMMITMENTS
The Group has contracted capital commitments as at June 30  2003 of £2,908k (2001: £2,544k) and authorised but not
contracted commitments of £50k (2001: £80k).
27. RELATED PARTY TRANSACTIONS
The Bidvest Group Limited has an interest in 57.5% of the enlarged share capital of the Group following completion of
the subscription and tender offer approved by shareholders on January 2  2002. Management fees of £214,073 were paid
to Bid Services Division Limited, a Bidvest Group subsidiary, in the period.
28. ULTIMATE PARENT UNDERTAKING
The ultimate holding Company, The Bidvest Group Limited, is incorporated and registered in South Africa. Copies of its
financial statements can be obtained from its registered office at Bidvest House, 18 Crescent Drive, Melrose Arch,
Melrose 2196, Johannesburg, South Africa.
29. PENSION COMMITMENTS
The Group operates both a defined contribution and two defined benefit schemes covering all eligible employees and
executive directors. The defined contribution scheme is available to all eligible employees but the defined benefit schemes
were closed in 2001 and have no active members. The Group also makes contributions to certain individual pension plans
of eligible employees and executives. The assets of all schemes are held separately from those of the Group in
independently administered funds. The total pension cost of the Group in respect of the defined contribution schemes was
£405k (2001: £610k).
COMPOSITION OF GROUP SCHEMES
The Group operates two defined benefit schemes in the United Kingdom. A full actuarial valuation was carried out at
September 30  2002 and December 31  2002 for the respective schemes and updated to June 30  2003 by a qualified
independent actuary. Since November 30  2001 both schemes were closed to new entrants and have no active members.
At At At
June 30 December 31 December 31
2003 2001 2000
Financial assumptions
Discount rate 4.91% 5.93% 6.35%
Rate of increase in salaries n/a 3.90% 4.20%
Rate of increase of pensions in payment n/a 3.29% 3.33%
Inflation assumption 2.40% 2.40% 2.70%
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
60
BIDCORP PLC Long term Long term Long term
rate of rate of rate of
expected Value expected Value expected Value
return at at return at at return at at
June 30 June 30 December 31 December 31 December 31 December 31
2003 2003 2001 2001 2000 2000
% £’000 % £’000 % £’000
29. PENSION COMMITMENTS
(continued)
The assets in the scheme 
and the expected rate 
of return were:
Equities 7.5 3,562 7.5 3,659 7.0 6,290
Bonds 4.4 12,209 4.9 11,389 4.6 2,803
Others 2.8 1,172 3.0 437 3.0 163
Total market value of assets 16,943 15,485 9,256
Present value of scheme 
liabilities (20,710) (17,779) (9,582)
Deficit in the schemes (3,767) (2,294) (326)
Related deferred tax asset 1,130 688 98
Net pension liability (2,637) (1,606) (228)
The value of insured annuity liabilities and assets had not previously been included in these statements, on the basis that
the amount added to the value of liabilities would equal the value of the corresponding asset. However, it has now been
decided to incorporate these values in order to give a clearer indication of the funding level of the scheme. Thus, the
market value of the scheme assets and the present value of the scheme liabilities, as previously disclosed, have both been
increased by £8,771k at December 31  2001. 
June 30 December 31
2003 2001
£’000 £’000
Analysis of amount charged to operating profit
Current service cost – (114)
Settlement and curtailment gain – 201
Total credit to operating profit – 87
Analysis of amount charged to other finance expense
Expected return on pension scheme assets 827 574
Interest on pension scheme liabilities (1,037) (609)
Net expense (210) (35)
Analysis of amount recognised in statement of total recognised 
gains and losses (STRGL)
Actual return less expected return on pension scheme assets 174 (1,805)
Experience gains (losses) arising on the scheme liabilities 894 (78)
Changes in assumptions underlying the present value of scheme liabilities (2,331) (432)
Loss recognised in STRGL (1,263) (2,315)
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 61 June 30 December 31
2003 2001
£’000 £’000
29. PENSION COMMITMENTS (continued)
Deficit in the scheme at the beginning of the period (2,294) (326)
Movement in the period:
Current service cost – (114)
Employer contributions – 295
Settlement and curtailment gain – 201
Other finance expense (210) (35)
Actuarial loss (1,263) (2,315)
Deficit in the scheme at the end of the period (3,767) (2,294)
Difference between the expected and actual returns on scheme (assets)
Amount 174 (1,805)
Percentage of scheme assets 1% (12%)
Experience gains and losses on scheme liabilities
Amount 894 (78)
Percentage of the present value of the scheme liabilities (4%) 0%
Total amount recognised in statement of total recognised gains and losses
Amount (1,263) (2,315)
Percentage of the present value of the scheme liabilities 6% 13%
COMPOSITION OF COMPANY SCHEME
The Company operates a defined benefit scheme in the United Kingdom. A full actuarial valuation was carried out at
December 31  2002 and updated to June 30  2003 by a qualified independent actuary. Since November 30  2001 the
scheme was closed to new entrants and has no active members.
Financial assumptions
At At At
June 30 December 31 December 31
2003 2001 2000
Discount rate 4.91% 5.93% 6.35%
Rate of increase in salaries n/a 3.90% 4.20%
Rate of increase of pensions in payment n/a 2.40% 2.70%
Inflation assumption 2.40% 2.40% 2.70%
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
62
BIDCORP PLC Long term Long term Long term
rate of rate of rate of
expected Value expected Value expected Value
return at at return at at return at at
June 30 June 30 December 31 December 31 December 31 December 31
2003 2003 2001 2001 2000 2000
% £’000 % £’000 % £’000
29. PENSION COMMITMENTS
(continued)
The assets in the scheme 
and the expected rate 
of return were:
Equities 7.53 3,562 7.50 3,659 7.00 6,290
Bonds 4.40 151 4.90 400 4.60 533
Others 2.75 893 3.00 437 3.00 163
Total market value of assets 4,606 4,496 6,986
Present value of scheme 
liabilities (6,592) (5,919) (6,953)
Surplus (deficit) in the
schemes (1,986) (1,423) 33
Related deferred tax 
asset (liability) 596 427 (10)
Net pension asset (liability) (1,390) (996) 23
June 30 December 31
2003 2001
£’000 £’000
Analysis of amount charged to operating profit
Current service cost – 104
Settlement and curtailment gain – (201)
Total credit to operating profit – (97)
Analysis of amount credited to other finance income
Expected return on pension scheme assets 291 470
Interest on pension scheme liabilities (337) (442)
Net income (expense) (46) 28
Analysis of amount recognised in statement of total recognised 
gains and losses (STRGL)
Actual return less expected return on pension scheme assets (544) (1,535)
Experience gains (losses) arising on the scheme liabilities 827 (91)
Changes in assumptions underlying the present value of scheme liabilities (800) (250)
Loss recognised in STRGL (517) (1,876)
ANNUAL REPORT 2003
FINANCIAL STATEMENTS 63 June 30 December 31
2003 2001
£’000 £’000
29. PENSION COMMITMENTS
(continued)
Surplus (deficit) in the scheme at the beginning of the period (1,423) 33
Movement in the period:
Current service cost – (104)
Employer contributions – 295
Settlement and curtailment gain – 201
Other finance (expense) income (46) 28
Actuarial loss (517) (1,876)
Deficit in the scheme at the end of the period (1,986) (1,423)
Difference between the expected and actual returns on scheme assets
Amount (544) (1,535)
Percentage of scheme assets (12%) (34%)
Experience gains and losses on scheme liabilities
Amount 827 (91)
Percentage of the present value of the scheme liabilities (13%) 2%
Total amount recognised in statement of total recognised gains and losses
Amount (517) (1,876)
Percentage of the present value of the scheme liabilities 8% 32%
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTHS ENDED JUNE 30  2003
(CONTINUED)
64
BIDCORP PLC We have audited the financial statements of Bidcorp plc for the period ended June 30  2003 which comprise the consolidated
profit and loss account, the consolidated balance sheets, the consolidated cash flow statement, the consolidated statement of
total recognised gains and losses, the reconciliation of movements in shareholders’ funds, the statement of accounting policies
and the related notes 1 to 29. These financial statements have been prepared under the accounting policies set out therein. 
We have also audited the information in the part of 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 auditors’ 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.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As described in the statement of directors’ responsibilities, the Company’s directors are responsible for the preparation of the
financial statements in accordance with applicable United Kingdom law and accounting standards. They are also responsible for
the preparation of the other information contained in the annual report including the directors’ remuneration report. Our
responsibility is to audit the financial statements and the part of the directors’ remuneration report described as having been
audited in accordance with relevant United Kingdom legal and regulatory requirements and auditing standards.
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 described as having been 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 Company and other members of the Group is not disclosed.
We review whether the corporate governance statement reflects the Company’s compliance with the seven provisions of the
Combined Code specified for our review by the Listing Rules of the Financial Services Authority, 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 directors’ report and the other information contained in the annual report for the above period as described in the
contents section including the unaudited part of the directors’ remuneration report and consider the implications for our report if
we become aware of any apparent misstatements or material inconsistencies with the financial statements.
BASIS OF AUDIT OPINION
We conducted our audit in accordance with United Kingdom 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 described as having been 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 circumstances of the Company and the Group, 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 described as having been audited are free from material misstatement, whether caused by fraud
or other irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the presentation of information
in the financial statements and the part of the directors’ remuneration report described as having been audited.
ANNUAL REPORT 2003
INDEPENDENT AUDITORS’ REPORT 65
INDEPENDENT AUDITORS’
REPORT TO THE MEMBERS OF BIDCORP PLC OPINION
In our opinion 
– the financial statements give a true and fair view of the state of affairs of the Company and the Group as at June 30  2003
and of the loss of the Group for the period then ended; and
– the financial statements and part of the directors’ remuneration report described as having been audited have been properly
prepared in accordance with the Companies Act 1985.
DELOITTE & TOUCHE LLP
Chartered Accountants and Registered Auditors
London
August 14  2003
INDEPENDENT AUDITORS’
REPORT TO THE MEMBERS OF BIDCORP PLC
(CONTINUED)
66
BIDCORP PLC Notice is hereby given that the seventy-fifth annual general meeting of the Company will be held at the offices of Investec,
2 Gresham Street, London EC2V 7QP on Friday, October 31  2003 at 12:00 for the following purposes:
ORDINARY BUSINESS
1. To receive and, if thought fit, to adopt the Report of the Directors and Accounts for the period to June 30  2003.
2. To re-elect EA Worrall as a director of the Company.
3. To re-elect DA Winduss as a director of the Company.
4. To re-elect SD Bender as a director of the Company.
5. To re-elect IR Spry as a director of the Company.
6.  To re-elect BP Connellan as a director of the Company.
7. To re-elect ARCB Cooke as a director of the Company.
8. To re-appoint Deloitte & Touche LLP as auditors to hold office until the next annual general meeting.
9. To authorise the directors to fix the auditors’ remuneration.
10. To approve the Report of the Remuneration and Nomination Committee.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolutions of which resolution 11 will be proposed as an ordinary resolution
and resolutions 12 and 13 will be proposed as special resolutions of the Company:
11. That the directors be and are hereby authorised, generally and unconditionally in accordance with Article 13 of the
Company’s Articles of Association to allot relevant securities up to a maximum aggregate nominal amount of
£16,547,960 provided that this authority shall expire five years from the date hereof, but so that the Company may before
such expiry make offers or agreements which would, or might require, relevant securities to be allotted after such expiry
and the directors may allot relevant securities to be allotted after such expiry and the directors may allot relevant
securities pursuant to any such offer or agreement as if the authority hereby conferred had not so expired.
12. That:
12.1 in accordance with Article 14 of the Company’s Articles of Association, the directors be given power to allot equity
securities for cash;
12.2 for the purposes of paragraph (b) of that Article, the nominal amount to which this power is limited is £2,482,194; and 
12.3 this power shall expire five years from the date hereof, except that the Company may, before this authority expires, make
an offer or agreement which would or might require equity securities to be allotted after it expires and the directors may
allot equity securities pursuant to such offer or agreement as if the power had not expired.
ANNUAL REPORT 2003
NOTICE OF MEETING
67
NOTICE OF MEETING 13. That the Company is hereby granted authority pursuant to Section 166 of the Companies Act 1985 to make market
purchases (as defined in Section 163(3) of that Act) of any of its own ordinary shares on such terms and in such manner
as the Board of directors of the Company may from time to time determine.
The authority conferred by this resolution shall:
13.1 expire on January 31  2005 or, if earlier, at the conclusion of the next annual general meeting of the Company, unless
such authority is renewed prior to such time;
13.2 be limited to a maximum of 37,232,910 shares;
13.3 not permit the payment of more than 5% above the average of the middle market quotations taken from the London Stock
Exchange Daily Official List of the five business days immediately preceding the day on which the purchase is made nor
less than 20 pence (in each case, exclusive of expenses and advance corporation tax (if any) payable by the Company); and
13.4 before its expiry, entitle the Company to enter into any contract for the purchase of its own ordinary shares which might
be executed wholly or partly after its expiry and make a purchase of its own ordinary shares in pursuance of any such
contract.
This authority shall only be capable of variation, revocation or renewal by the Company in general meeting.
NOTES
A member entitled to attend and vote at a meeting of the Company is entitled to appoint a proxy to attend and, on a poll, to vote
instead of him or her. A proxy need not also be a member of the Company. The instrument appointing a proxy must be lodged
with the Registrars of the Company at Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6ZL at least 48
hours before the time of the meeting or, as the case may be, adjourned meeting.
Pursuant to Regulation 34 of the Uncertificated Securities Regulations 1995, the Company specifies that only those
shareholders registered in the register of members of the Company as at 18:00 on October 28  2003 shall be entitled to vote at
the aforesaid general meeting in respect of the number of shares registered in their name at that time. Changes to entries on the
relevant register of securities after 18:00 on October 28  2003 shall be disregarded in determining the rights of any person to
attend or vote at the meeting.
Copies of directors’ service agreements will be available for inspection at the registered office of the Company during usual
business hours and at the venue of the annual general meeting for 15 minutes prior to the commencement of the meeting and
for the duration of the meeting.
By order of the Board
PC SCOTT
Secretary
Registered Office:
6 Stratton Street 
London W1J 8LD
August 14  2003
NOTICE OF MEETING
(CONTINUED)
68
BIDCORP PLC Financial year-end June 30
Annual general meeting
Proxies to reach registrars by 18:00 October 28  2003
Meeting to be held at 12:00 October 31  2003
Report and Accounts
Interim report for the half-year ending December 31 February
Preliminary announcement of annual results August
Annual report October
ANNUAL REPORT 2003
SHAREHOLDERS’ INFORMATION
69
SHAREHOLDERS’ DIARY
COMPANY SECRETARY
PC Scott
6 Stratton Street
London W1J 8LD
Tel: +44 207 408 0123
Fax: +44 207 495 8284
e-mail: info@bidcorp.plc.uk
URL: www.bidcorp-plc.com
REGISTERED NUMBER
231534
SENIOR NON-EXECUTIVE DIRECTOR
ARCB Cooke
AUDITORS
Deloitte & Touche LLP
Hill House
1 Little New Street
London EC4A 3TR
BANKERS
HSBC Bank plc
City of London Corporate Office
8 Canada Square
London E14 5XL
SOLICITORS
Jones Day Gouldens
10 Old Bailey
London EC4M 7NG
REGISTRARS
Lloyds TSB Registrars 
The Causeway
Worthing
West Sussex BN99 6DA
MERCHANT BANKERS AND STOCKBROKERS
Investec Investment Banking and Securities
2 Gresham Street
London EC2V 7QP
REGISTERED OFFICE
6 Stratton Street
London W1J 8LD
ADMINISTRATION NOTES
70
BIDCORP PLC
Designed and produced by Basco Communications 0918 I/We, the undersigned, being members of Bidcorp plc hereby appoint* the chairman of the meeting
as my/our proxy to vote for me/us on my/our behalf at the annual general meeting of the Company to be held on October 31
2003 and at every adjournment thereof. Please indicate with a tick how you wish your vote to be cast. If you do not do so, the
proxy will abstain or vote at his discretion.
* If it is desired to appoint some other person as proxy, strike out the chairman of the meeting and insert that other person’s
name in the space provided.
ORDINARY RESOLUTIONS
For Against
1. To receive and adopt the Directors’ Report and Accounts for the period to June 30  2003
2. To re-elect EA Worrall as a director of the Company
3. To re-elect DA Winduss as a director of the Company
4. To re-elect SD Bender as a director of the Company
5. To re-elect IR Spry as a director of the Company
6. To re-elect BP Connellan as a director of the Company
7. To re-elect ARCB Cooke as a director of the Company
8. To re-appoint Deloitte & Touche LLP  as auditors
9. To authorise the directors to fix the auditors’ remuneration
10. To authorise the directors to sign the Remuneration and Nomination Committee Report
11. Ordinary resolution
12. Special resolution
13. Special resolution
ANNUAL REPORT 2003
FORM OF PROXY
FORM OF PROXY
BIDCorp plc
Registration number 231534 Signature 
Address
Dated this day of 2003
Initial and surname (block letters)
Joint holders (if any)
Please fold along dotted line and seal  
NOTES
1. The proxy form duly signed and the power of attorney or other authority, if any, under which it is signed should be
deposited with the Registrar of the Company at the address given overleaf at least 48 hours before the time of the
meeting.
2. In the case of a corporation, this proxy form should be under its common seal (if any) and if none then under the hand
of some office or attorney duly authorised.
3. In the case of joint holders, the signature of any will suffice, but the names of all shareholders should be shown.
4. A proxy need not be a member.
5. Completion and return of the proxy form will not prevent members from attending and voting in person.
6. Contracts of service with directors will be available for inspection at the registered office of the Company during
usual business hours and at the venue of the annual general meeting for 15 minutes prior to the commencement of the
meeting and for the duration of the meeting.
Please fold along dotted line and seal
BIDCORP PLC
LLOYDS TSB REGISTRARS
THE CAUSEWAY
WORTHING
WEST SUSSEX
BN99 6ZL
RESPONSE REPLY SERVICE
License No. SEA 10846
1
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