ANNUAL REPORT & 
FINANCIAL STATEMENTS
FOR YEAR ENDED 31 MAY 2010
System C  annual report and financial statements for year ended 31 May 2010
annual report &  
financial statements
for year ended 31 may 2010
system c Healthcare plc 
Brenchley House 
Week street 
maidstone 
Kent me14 1rf
01622 691616 
www.systemc.com 
info@systemc.com
© System C Healthcare PLC 2010 
Information correct at time of going to press September 2010  System C | annual report and financial statements 2010
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2010 Annual Report and  
Financial Statements  
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Content S
02
System C | annual report and financial statements 2010
Annual Report
3 Mission and Goals
4 Financial highlights of the year
5 Operating highlights of the year
6 Chairman’s report
8 Chief Executive Officer’s review
12 Financial review
14 Corporate responsibility statement
16 Board of Directors
18 Directors’ report
22 Corporate governance statement
26 Directors’ remuneration report
32 Independent Auditors‘ Report
Financial Report
34 Group statement of comprehensive 
 income
35 Group balance sheet
36 Group statement of changes in 
 shareholders’ equity
37 Group cash flow statement
38 Company balance sheet
39 Company statement of changes 
 in shareholders’ equity
40 Company cash flow statement
41 Notes to the financial statements
80 Company information System C Healthcare PLC (“System C”), a leading supplier of health and 
social care solutions, announces its results for the year ended 31 May 2010.
Celebrating its 27th year in 2010, System C specialises in the provision 
of health and social care information systems, implementation services 
and consulting.
o ur aim is to help improve care through the effective use of It solutions and 
innovative consulting services.
mission and goals
System C aims to be a leader in supporting the evolving health and social 
care agenda by developing world class software, delivering effective It 
deployment services and employing innovative consulting solutions.
o ur vision is to use the expertise gained over many years to help care 
providers transform the delivery of health and social care within and outside 
the UK.
o ur goal is to provide long-term value for all our major stakeholders including 
health and social care providers, their patients and clients, and our staff 
and shareholders. t his means:
WHo We ARe
03
annual report and financial statements 2010 | System C
Providing premium, 
high-value and leading 
edge healthcare and 
social service It solutions
Providing teams 
of highly trained 
staff to help clients 
deploy and maintain 
all types of healthcare 
computer systems 
from every major 
supplier
Helping our clients 
to maximise their 
efficiency and enhance 
their service to patients 
through our healthcare 
improvement and 
benefits management 
services
Remaining an 
employer of choice 
in health and 
social care
o perating a 
financially stable 
and successful 
company Major investment in next-generation 
Medway products rewarded with key 
strategic contract wins
Profit before taxation up 
32% to £5.4m 
(2009: £4.1m)
ePS up 9% at 4.07 
pence (2009: 3.72p)
Acquisition of Liquidlogic Limited in 
July 2009 for a total consideration 
of £10.2m giving System C entry 
into the social care It market
Strong cash generation with a net cash 
position as at 31 May 2010 of £18.6m 
(2009: £14.7m)
04
FIn An CIAL HIGHLIGHt S o F t He ye AR
Revenues increased by 75% to £38.3m 
(2009: £21.9m). Revenues excluding those 
from current year acquisitions increased 
by 44% to £31.5m (2009: £21.9m)
Acquisition of Conscia Enterprise Systems Limited in October 
2009 for a total consideration of £0.8m, strengthening the 
Group’s expertise in web-based technologies
total dividend increased by 14% to 0.75p for 
the full year 2009/10 was another good year across the System C Group
oP eRAt In G HIGHLIGHt S o F t He ye AR
05
annual report and financial statements 2010 | System C
•	 Our 	major	investment 	in	next-generat ion 	Medway	
pr oducts 	is 	being	 r ewar ded.	The 	Gr oup	now	has	a 	
rich	suite	of 	heal t h 	and	social	car e	pr oducts 	which	
is	at tract ing	significant 	customer	inter est	and 	key	
strategic	contract	wins.	Gr oup	pr oduct	r evenues 	
incr eased	by 	215%	over	t he	year	to	£20.6m,	of	which 	
£13.9m	 was	at tributable	to	 or ganic	gr owt h.		
•	 Our 	r eputat ion 	for 	deploying	systems	–	bot h	our	
own	and	systems 	fr om	t hir d	part ies	–	on	t ime	and 	to	
budget	led 	to	str ong	demand	for	our	services 	work	
fr om	exist ing 	and	new	cl ients.		 Services	r evenues	
incr eased	by 	16% 	over	t he	year	to	£17.8m,	of	which	
£17.6m	 was	at tributable	to	 or ganic	gr owt h.		
•	 The	 Gr oup’ s 	r eputat ion	 for	advanced	technology	and	
successful 	 deployments	 was	 furt her	 enhanced 	 when 	 it	
was 	 named 	 world-wide 	 winner	 of	 t he	 pr est igious 	 2010	
Micr osoft	 Partner	 of	t he	 Y ear 	awar d 	in	t he	 category	
‘Publ ic	Sector	Heal t h 	 Partner’.	System	C 	won	 t he	
awar d	 for	its	 Cl inical 	 Dashboar d	 pr oducts,	developed	
and	implemented	over 	t he	 course	of 	t he	 year	 in 	 over	
a	dozen	 NHS	T rusts.		
•	 In 	 July 	 2009, 	 System 	 C 	 acquir ed 	 Liquid logic 	 Limited	
to 	 cr eate 	 t he 	 UK’ s 	 first 	 major 	 heal t h 	 and 	 social 	 services	
suppl ier . 	 The 	 two 	 companies 	 have 	 started 	 integrat ing	
pr oducts 	 and 	 have 	 pr oduced 	 t he 	 UK’ s 	 first 	 heal t h 	 and	
social 	 car e 	 l ink 	 under 	 t he 	 NHS 	 Connect ing 	 for 	 Heal t h’ s	
new 	 standar ds 	 for 	 systems 	 integrat ion. 	 Since 	 t he 	 year -
end, 	 t he 	 new 	 Government 	 has 	 announced 	 t hat 	 it 	 wil l	
be 	 going 	 out 	 to 	 consul tat ion 	 on 	 how 	 best 	 to 	 integrate	
heal t h 	 and 	 social 	 car e. 	 System 	 C 	 is 	 uniquely 	 placed 	 t o	
meet 	 t his 	 nat ional 	 drive 	 for 	 high 	 qual ity 	 integrated 	 car e. 06
CHAIRMAn’ S RePo Rt
System C | annual report and financial statements 2010
Introduction and highlights 
System C has once again achieved strong financial growth 
in the context of a very difficult economic environment. 
Revenues increased by 75% to £38.3m from organic 
growth as well as from acquisition. An operating profit 
margin of 13% was achieved, and the Group closed 
the year with £18.6m cash, an increase of £3.9m on 
2008/9. This includes cash balances from the acquisitions 
of Liquidlogic Limited and Conscia Enterprise Systems 
Limited during the year. 
t his last year has been something of a milestone for the 
Company in its strategy of growing the product side of its 
business. o ur five-year investment in the next generation 
Medway product suite has begun to bear fruit, and at a time 
when the n HS It market is opening up to a much broader 
range of suppliers. t he implementation of the Medway 
clinical information system at Aintree University Hospital 
n HS Foundation t rust has progressed well and according to 
expectations, providing an important reference site for our 
electronic Patient Record system. equally important is the 
news that System C has been selected by t he Royal Devon 
& exeter n HS Foundation t rust to supply its Medway order 
communications and electronic-prescribing software. t his 
represents a significant strategic win in one of the first major 
procurements outside the Government’ s n ational Programme 
for It.
o ver the course of the year we have also significantly enhanced 
our social care product offering through the acquisition of 
Liquidlogic. t he acquisition of web specialist Conscia in o ctober 
2009 gave us a strategic stronghold in the portal market.   
Product revenues increased by 215% from last year (113% 
organic growth) and now account for 54% of total revenues 
(2009: 30%).
o n the services side, the Company continues to deploy 
a wide range of third party systems for n HS t rusts across 
the UK. We have remained heavily involved in deploying 
products from iSoft and Cerner under the n ational 
Programme for It, with n HS t rusts, CfH and Local Service 
Providers as clients. o ur Healthcare Improvement team 
continues to deliver results with a number of contract wins at 
n HS t rusts in england and in n orthern Ireland. 
In the independent healthcare sector, contracts with leading 
providers such as Circle Health and Care UK continue to 
perform well.
Acquisitions
In July 2009 we acquired Liquidlogic Limited, an established 
provider of It solutions to the social care market in the UK, 
for a final total consideration of £10.2m in cash. t hrough this 
acquisition we have created the first health and social care 
It company of significant scale in the UK. t he Liquidlogic 
products are a good complement for Medway and have 
already been integrated with and sold alongside our existing 
product range. Since the year end, the Government has made 
clear in its White Paper for the n HS that it would be consulting 
widely on the seamless integration of health and social care, 
which it regards as ‘essential for patient outcomes’.
In conjunction with the Liquidlogic acquisition, System C 
successfully raised £12.0m through a placing of ordinary 
shares in the Company in order to fund further expansion. 
t he placing was undertaken at a small discount to the mid 
market price and we are very pleased to have received 
continued and enthusiastic support for our strategy from 
both our existing shareholder base and from a number of 
new institutional investors.
“
We are beginning to reap the rewards of our  
major strategic investment in the next  
generation of our Medway product range
Jim Horsburgh
 
“ CHAIRMAn’ S RePo Rt
07
annual report and financial statements 2010 | System C
In o ctober 2009 we acquired Conscia enterprise Systems 
Limited for £0.8m in cash. Conscia is a web solutions company 
based in Glasgow specialising in providing premium web 
applications, including e-commerce and mobile solutions, to 
both the private and public sectors. Clients include n HS24, 
n HS n ational Services Scotland, n HS education for Scotland, 
the Scottish Government Health Department, and a number 
of regional health boards.
Conscia is the fifth acquisition System C has completed in 
the last three years. We will consider further acquisitions 
where they bring complementary products, new clients for 
the wider group’s products and services, and people who 
share our commitment to health and social care. 
People and the Board
t he Board would like to take this opportunity to thank 
System C’s employees for the commitment and hard work 
that made the year such a success. We are primarily a 
people business. o ur reputation as a first-rate delivery 
organisation is built on the dedication and professionalism 
of our employees 
We take our responsibilities to our staff extremely seriously 
and we are proud that System C has been named one of the 
top 100 companies to work for in the UK, winning a place 
in the 2010 Sunday t imes Best 100 Companies to Work For 
survey (our 3rd such award). 
In January 2010 our n on-executive Director t homas 
Chambers stepped-in as Acting Finance Director following 
the departure of Andrew Coll. o n 12 July 2010 we 
welcomed Hedley Mayor as our new Finance Director. 
System C is committed to high standards of corporate 
governance. As an AIM-listed Group, we are not bound 
by the UK Corporate Governance Code (formerly “the 
Combined Code (2008)”), but have voluntarily adopted 
many of its provisions.
Dividends
t he Board is recommending a final dividend of 0.50p (2009: 
0.44p), giving a total dividend of 0.75p (2009: 0.66p) for the 
year. t his represents an increase of 14% on 2009 and reflects 
the strong financial performance and cash generation of the 
business.  If approved by the shareholders at the Annual 
General Meeting on 10 n ovember 2010, the final dividend 
will be paid on 15 n ovember 2010 to those shareholders on 
the register on 15 o ctober 2010.
Current trading and outlook
t he structural changes proposed for the n HS in the 
Government’s White Paper, Equality and Excellence: 
Liberating the NHS, are extensive and likely to impact most 
areas of healthcare provision and associated services. Health 
Minister Simon Burns has since made clear that all acute 
t rusts will be free to manage their own It projects on the 
principle of connected systems and interoperability with a 
plural system of suppliers. t he details of the Government’s 
strategy will become clearer again over the coming months.   
t he market for It products in the n HS is already opening 
up to a wider range of suppliers. t he Company is currently 
experiencing a significant increase in interest for its 
hospital products and is active in a number of PAS/ePR 
procurements. As we made clear in our trading update 
in September, negotiation periods for these large scale 
contracts are inevitably protracted and revenues from sales 
of the new hospital-wide system are expected to come 
on stream in the second half of the current financial year 
and beyond. t he opening up of It procurements following 
changes in the n ational Programme for It is a significant 
opportunity for the Group and we intend to take a long term 
view to maximise our position in such a market. 
t he Directors recognise that in the short term, Government 
spending cuts present a risk to revenues, particularly 
services revenues. t he timing of n HS procurements 
and deployments will have a significant impact on the 
Company’s performance during the current year as System C 
continues its transition into a product-led company. During 
this period the Company will be focused in particular on 
cost management to ensure that costs remain in line with 
the revenue streams. As at 31 May 2010 the Company had 
net cash balances of approximately £18.6 million.
t he Board considers there to be significant product 
opportunities in the medium term, which will lead to greater 
prominence of product revenues, improved margins and 
increased predictability in services utilisation.  
Jim Horsburgh
Chairman
24 September 2010 System C | annual report and financial statements 2010
08
CHIeF eXeCUt IVe o FFICeR’S ReVIeW
Introduction
I was very pleased with the performance of the Group 
across the board this year as we made significant 
progress in all areas. This is very much a time of 
transition for System C as we adjust to the slowdown 
in National Programme deployment activity and the 
corresponding rise in large system procurements by 
individual NHS Trusts. There is no doubt that the next 18 
months will be a key time in the Group’s development.
As I have explained in previous annual reports, the Group 
has been investing heavily in product development over the 
last five years. We have been working to a detailed strategy 
to broaden the capability of the Group through a long-
term investment programme aimed at delivering sustained 
profitable growth. At the core of this strategy was the need 
to drive organic growth through the development of new 
products, enhanced by our services capability and capacity 
and supported by an on-going programme of acquisitions. 
I am excited to see our next generation Medway product 
suite come to the market and secure early contract wins at a 
time when the market is opening up. 
Products – new technologies for changing markets
t he product division has performed very well in the year. 
With revenues of £20.6m (2009: £6.5m), it now accounts for 
approximately 54% of total Group revenues (2009: 30%). 
We are pleased with this progress and expect to see an 
increasing percentage of our revenues coming from our own 
products in the coming years. 
We are delighted with the market response to our next-
generation Medway software. Demonstrations of the software 
have been well-received and we achieved a significant strategic 
win with the Royal Devon & exeter n HS Foundation t rust to 
supply our Medway order communications and electronic-
prescribing software, a first step in the implementation of a 
complete ePR system. 
o ne of Medway’s key selling points is that it is very advanced 
technically and this was recognised by Microsoft in July 
when System C was named world-wide winner of the 
prestigious 2010 Microsoft Partner of the year award in the 
category ‘Public sector health partner’. t he award recognises 
outstanding innovation and solutions which deliver real 
benefits to a customer’s business, and System C was chosen 
from nearly 3,000 entries drawn from all around the world. 
t he entire Medway product range – which also includes PAS, 
ePR and numerous departmental systems including A&e and 
maternity – is based on the latest Microsoft technologies.
“
t he opportunities for our new product 
deployments are very exciting
 
Dr Ian Denley
“
2010 Microsoft Worldwide Partner Conference CHIeF eXeCUt IVe o FFICeR’S ReVIeW
09
annual report and financial statements 2010 | System C
Conscia, acquired in o ctober last year, successfully 
developed a new health portal for n HS Scotland which 
offers health and social care professionals on-line access 
to a vast knowledgebase of clinical guidelines, evidence 
materials, training and professional development resources. 
Launched by n icola Sturgeon, Scottish Cabinet Secretary 
for Health and Wellbeing, the portal is also aimed at 
patients and members of the public, giving them the latest 
information about a condition, for example, symptoms 
and treatment. In addition to providing access to over 
12 million resources, the portal offers a range of 
collaborative features such as social bookmarking, shared 
interests, and tag clouds.
Another landmark was the collaboration with GP software 
supplier eMIS, which has resulted in University Hospital 
Aintree in Merseyside being able to seamlessly link patient 
information from 100 GP practices, representing 450,000 
patients, to clinicians working across all of its urgent care 
services. t he project – the first in the UK to link two different 
primary and secondary care It systems on this scale – is 
designed to improve patient care and deliver significant 
efficiencies by providing vital patient information at the 
point of need.
In 2008, we were successful in our bid to be awarded 
framework contracts in 16 categories in the UK Government’s 
Additional Services Capability and Capacity (ASCC) 
procurement. t his was an important win for the company 
because only companies included in the framework contract 
catalogue are eligible to bid in ASCC procurements.
System C has won a number of high value ASCC contracts 
since that time, most notably last year’ s dashboard contract for 
n HS Connecting for Health. ASCC procurements, particularly 
for t rusts looking to replace PAS, ePR and clinical systems in 
a streamlined procurement process, have been slower off the 
ground than anticipated. However, in recent months the pace 
has picked up considerably. n HS Connecting for Health is now 
running its own ASCC procurement for community, ambulance 
and acute systems on behalf of a large number of t rusts in the 
South of england. In addition, many individual trusts are also 
running or planning ASCC procurements.
>
t he year also marked our 17th year of partnership with 
Aintree University Hospitals n HS Foundation t rust, building a 
fully-integrated PAS/ePR solution across one of the country’s 
largest acute t rusts. t he partnership has already delivered 
many millions of pounds of benefits to Aintree, and the t rust 
is now looking to realise a further £5m over the lifetime of 
the next generation of Medway software. t he close working 
relationship with Aintree has enabled System C to engage in 
continuous development and enhancement of its Medway 
PAS/ePR products to meet the n HS’s evolving needs and to 
capitalise on opportunities offered by new technology. 
o ver the course of the year we celebrated our 50th Medway 
deployment when Mid Cheshire Hospitals n HS Foundation 
t rust went live with a Medway Maternity information system.
o ther recent product installations have included multiple 
deployments of the Company’s clinical dashboard, web 
portal, maternity, accident and emergency, and other 
departmental modules. t he latter stages of the deployment 
of a wide range of health and social care systems on behalf 
of the Isle of Man Government have also gone to plan, 
and it is expected that the final elements of this large-scale 
programme will be completed successfully by the end of 
calendar year 2010.
Liquidlogic has begun integrating its product and marketing 
efforts with System C’s healthcare ranges and has made 
its first sale of a Medway dashboard to a social care client.  
System C and Liquidlogic have also produced the UK’s 
first health and social care link under n HS Connecting for 
Health’s new standards for systems integration. Spending 
constraints present a challenge in the social care market, but 
the procurement pipeline for social care systems is strong.  System C | annual report and financial statements 2010
CHIeF eXeCUt IVe o FFICeR’S ReVIeW
<
10
Services – world-class delivery capability and capacity
Services revenue at £17.8m is 16% higher than last year 
(2009: £15.4m). We continue to have a well-earned 
reputation for providing successful deployments both on 
time and on budget across our own products and across 
a range of third party systems. System C staff have been 
involved with many of the major acute system go-lives 
during the year including Lorenzo and Cerner Millennium 
deployments. t his breadth makes us unique in our market.
In recent months we have seen a slowing down of new 
services enquiries and of ongoing work from existing clients 
as public sector budgets come under further review. We 
have taken steps to control our cost base in the short term 
while keeping the ability to expand our services capability 
as the economy recovers. However, our services capacity 
and capability is also a key selling advantage for our product 
sales team and we are expecting substantial increases 
in Medway-related services activity with the first wave of 
procurements.
Key performance indicators (KPIs)
t he Directors believe that the KPIs of the business are 
revenues, average revenue per head, gross margins, 
operating profit margins, earnings per share and cash 
generation. t his information is summarised below:
 year ended 31 May 2010 2009
 Revenue £38.3m £21.9m
 Average revenue per head
1
 £112,668 £106,311
 Gross margin
2
 57% 56%
 Margin on profit from operations
3
 13% 16%
 Basic ePS 4.07p 3.72p
 Cash generated from operations £7.6m £3.8m
n ote 1:  Average revenue per head is defined as the total revenue in the 
year divided by the average monthly number of employees.
n ote 2:  Gross margin is defined as gross profit divided by total revenue.
n ote 3:  Margin on profit from operations is defined as the profit from 
operations divided by total revenue.
t he Board sets target measures and monitors progress 
against these measures and other operational measures on 
a regular basis. 11
annual report and financial statements 2010 | System C
CHIeF eXeCUt IVe o FFICeR’S ReVIeW
Future strategy 
o ur medium-term strategy remains an ongoing transition 
from a services-led to a product-based company in order to 
continue improving the quality of our earnings and ensure 
profitable growth over the coming years. Since the year end, 
the Government has published its White Paper for the n HS, 
Equality and Excellence: Liberating the NHS.
We are currently waiting for the promised consultation 
exercises and primary legislation, but we believe the White 
Paper points to significant opportunities for System C, both 
in product and service terms. It makes clear its commitment 
to giving n HS t rusts greater freedom and autonomy, and 
to encouraging all n HS t rusts to benefit from the greater 
power and independence conferred by foundation status. 
• o n the service side, we envisage opportunities for 
System C’s healthcare improvement services. t he White 
Paper is clear that over the next five years the n HS ‘will 
only be able to increase quality through implementing 
best practice and increasing productivity.’
• o n products, it talks about an information revolution. 
We anticipate a substantial requirement for new It 
systems: to deliver information to patients about hospital 
and clinical team performance, and about conditions 
and treatment; to provide clinical teams with the means 
to measure their promised new outcome targets; to 
assist GPs in their proposed new role as commissioners 
of services. 
• We also welcome the very clear commitment to 
integrating health and social care. t he White Paper 
states: “It is essential for patient outcomes that health 
and social care are better integrated at all levels of the 
system” . It was our belief in the truth of this statement 
that drove our acquisition of Liquidlogic last year. We 
intend to play a full part in the forthcoming consultation 
process on achieving this. 
• Finally, we welcome the commitment to plurality of 
systems, which we expect will ensure that the current 
increase in procurement levels continues.
Health and social care budgets in the public and private 
sectors are inevitably under intense review. In addition, the 
infrastructure changes proposed in the White Paper are 
extremely wide reaching and will lead to extensive change.
However, we remain confident of the significant opportunites 
for the company in the medium term and beyond.  
Specifically, we have seen a big increase in the number of 
individual hospital trusts looking to purchase PAS, ePR and 
clinical systems. t he surge in activity has been created by a 
combination of factors: many acute trusts are using systems 
that are 20 years old or more; in many cases the new systems 
are critical to generating the efficiency benefits that the n HS 
now has to deliver; and many t rusts had been released from 
their central obligations to deploy systems from the n ational 
Programme for It.  Since the year end, the Government has 
made it clear that all t rusts will be free to make their own It 
purchasing decisions.
o ur product sales pipeline has never been healthier. 
Uncertainty surrounding the timing of these opportunities 
means that we need to remain flexible and adaptable, and 
continue delivering innovative and creative solutions to clients.
System C’s products have been designed in order to help 
manage change and introduce efficiency in health and 
social care provision. We believe that the drive towards 
high quality services within tightening budgets offers both 
product and consulting opportunities for the Group.
Dr Ian Denley
Chief executive o fficer
24 September 2010
Equity and excellence: 
Liberating the 
NHS  System C | annual report and financial statements 2010
FIn An CIAL ReVIeW
12
 Year ended 31 May  2010 2009
 System C products £20.6m £6.5m
 System C services £17.8m £15.4m
 Total Group revenue £38.3m  £21.9m
 Gross profit £22.0m £12.2m
 Profit from operations £5.1m £3.4m
 n et financial income £0.3m £0.7m
 Profit before tax £5.4m £4.1m
 tax (£1.1m) (£0.9m)
 Profit after tax £4.3m £3.2m
 Basic EPS  4.07p 3.72p
System C Group has achieved another strong year of 
growth, particularly in its product division, where we 
have seen the impact of acquisitions and the initial 
deployments of the new Medway product suite. Group 
revenue was up by 75% to £38.3m (2009: £21.9m). Profit 
from operations rose by 50% to £5.1m (2009: £3.4m) 
and earnings per share grew by 0.35p to 4.07p per share 
(2009: 3.72p).
Revenue
t he Group revenues of £38.3m increased by £16.4m year on 
year. t his was driven by organic growth principally from the 
product division and from the recent product acquisitions 
(Liquidlogic and Conscia). Product revenue now accounts 
for 54% of total revenues compared with 30% of total group 
revenues last year. Future growth is likely to be focused on 
product revenues as we deploy the next generation of the 
Medway product suite: 
We continued to focus on expansion of our client base 
within the public and private sectors. During the year we 
delivered core phases of the Aintree contract, completed 
deployments under the Isle of Man contract, and delivered 
key development work for the n HS under the Gateway and 
Dashboard initiatives. t he services division has continued 
to deliver directly to n HS t rusts as well as working for the 
Department of Health and Local Service Providers under the 
n ational Programme for It. 
Gross margin
Gross margin was circa 57%, broadly in line with the prior 
year of 56%.
Profit from operations
Profit from operations was £5.1m, a 50% increase on 2009 
(£3.4m). t he increase in revenues and gross margins, combined 
with an increase in operating costs, led to a decrease in the 
margin on profit from operations to 13% from 16% in 2009.
t he growth in overall research and development expenses, 
which includes £1.6m (2009: £1.2m) of capitalised costs and 
£3.9m (2009: £1.9m) of expenses, reflects the acceleration in 
investment in the Medway product range.
Amortisation of acquired intangible assets has increased 
by £0.7m during the year as a result of the acquisitions of 
Bluestar UK Group Limited and Liquidlogic Limited.
t he growth in overall administrative expenses includes 
£0.3m in respect of amortisation of intangibles, as well as 
the impact of the acquisition of Bluestar UK Group Limited, 
Liquidlogic Limited and Conscia enterprise Systems Limited. 
t he Group continues to focus on ensuring that the core cost 
base is maintained at an appropriate level, particularly in 
the current economic environment. to this end the Group 
conducted a cost rationalisation programme in July 2010 
which will reduce annual operating costs by £1.2m. Costs will 
continue to be closely monitored.
“
Product revenue has grown to 54% of revenues, 
up from 30% last year
 
 
Thomas Chambers
“ 13
annual report and financial statements 2010 | System C
FIn An CIAL ReVIeW
Net financial income 
Interest receivable on customer contracts relates to our long 
term contracts where an element of the charge includes a 
recovery for finance costs. Interest receivable also includes 
interest generated on our cash balances. 
Despite year end cash balances of £18.6m, interest 
receivable on cash balances continued to be low in the year 
due to low interest rates on deposits.
Taxation
t he taxation charge for 2009/10 was £1.1m, equating to 
20% of PBt continuing to reflect the benefit of research and 
development tax credits.
Earnings per share
Basic earnings per share increased to 4.07p (2009: 3.72p). 
t he weighted average number of shares during the 
period used for the ePS calculation was 105,294,484 (2009: 
87,289,846) including the placing of shares in August 2009.
Dividends
An interim dividend of 0.25p (2009: 0.22p) was declared and 
paid during the year. t he Board proposes a final dividend of 
0.50p (2009: 0.44p) per share bringing the total for the year 
to 0.75p per share (2009: 0.66p).
Cash and treasury
t he Group continued to generate strong cashflow with net cash 
generated from operating activities of £6.3m (2009: £3.8m).
o n 15 July 2009 the Group acquired Liquidlogic Limited for 
an initial cash consideration of £10.2m. t he acquired net asset 
fair value of £4.7m included £1.9m of cash. n o further deferred 
consideration is payable for the period ended 30 June 2010 as 
specific performance criteria have not been met.
o n 7 o ctober 2009 the Group acquired Conscia enterprise 
Systems Limited for a total cash consideration of £0.8m. 
t he acquired net asset fair value of £98k included £38k of cash. 
t here was no deferred consideration on this acquisition.
In conjunction with the Liquidlogic acquisition, the Group 
undertook a placing in which £12m was raised through the issue 
of a further 25 million ordinary shares in System C Healthcare PLC 
at 48p. A loan of £1.53m from the placing proceeds was used 
to fund the purchase of 3.1m ordinary 1p shares by the System 
C Healthcare PLC employee Benefit t rust. Placing costs of 
£0.7m resulted in a net cash inflow of £9.7m. t his was approved 
by shareholders on Monday 3 August 2009, and the formal 
admission to the AIM market took place on 5 August 2009. 
A further £235,000 was raised as a result of share options 
exercised in the year (see n ote 17 of financial statements).
Cash flow forecasts are regularly prepared and reviewed by 
management to ensure liabilities can be met as they fall due.
 Year ended 31 May  2010  2009
 n et Cash generated from operations £6.3m £3.8m
 n et financial income £0.3m £0.8m
 Acquisition of subsidiaries £(9.9)m £(0.5)m
 Capital expenditure  £(2.0)m £(1.3)m
 Net cash inflow before
 financing activities £(5.3)m £2.8m
 Financing activities £9.2m £(0.5)m
 Net cash inflow £3.9m £2.3m
“
We continue to focus on expansion of 
our client base within the public 
and private sectors
 
Hedley Mayor
“ System C | annual report and financial statements 2010
Co RPo RAte ReSPon SIBILty St Ate Ment
14
People
System C is a business based on people, from the teams 
that design and deliver our products and services to the 
patients that ultimately benefit from them. We place 
a very high priority on the impact that we have as a 
business on our staff and on the health and social care 
customers and communities that we serve, both directly 
and indirectly.
Employee recruitment and retention 
We recognise that our success is founded upon the 
commitment, dedication and expertise of our employees. 
o ur employment policy focuses on recruiting and retaining 
high-calibre candidates who have the appropriate skills 
to complement our organisational culture and values. It 
is essential for all our staff to have a real affinity with the 
requirements of the modern n HS.
We understand that to achieve the most from our 
employees, they must receive the best support and 
encouragement possible in a supportive environment.  
Personal development and employee well-being are of 
paramount importance to the Group. System C operates a 
comprehensive system of staff development and appraisal 
and this process is intended to benefit both the individual 
and the Group. t his ensures that employee contributions 
and performance are measured, recognised and followed 
up with appropriate development and career advancement. 
We have implemented a dedicated training and development 
strategy to benefit all our staff. In addition, we have a number 
of ‘well-being’ and knowledge sharing initiatives amongst 
teams and groups from across the organisation. 
System C is accredited under the Investors in People 
(“IiP”) scheme, providing external recognition of 
our commitment to training and development. 
Equal opportunities
We are committed to providing equal opportunities for 
all employees and applicants for employment, and to 
promoting an employment environment that is free from 
discrimination and harassment. 
Employee equity participation
We believe in the principle of employee equity participation, 
subject to the relevant share dealing guidelines and rules.  
A number of employees have an interest in the shares of 
System C, either directly or indirectly through share options 
and through the Sharesave schemes.  In March 2010 we 
introduced a further Sharesave scheme, in which over 150 
employees participated, including two executive Directors, 
Markus Bolton and Ian Denley.
 
Employee communication and consultation
We are committed to providing timely, appropriate and 
accurate communications to our staff on an equitable 
basis. Several initiatives are in place to facilitate information 
sharing and communication including internal events, 
newsletters and bulletins and employee satisfaction surveys.
“
Personal development and employee 
well-being are of paramount importance 
to the Group
 
Jane Conner
“ 15
annual report and financial statements 2010 | System C
Co RPo RAte ReSPon SIBILty St Ate Ment
Health and safety
We are committed to ensuring the highest standards 
of health and safety for all our employees. t he Group 
recognises its duty to comply with the Health and Safety at 
Work Act 1974 and the Management of Health and Safety 
at Work Regulations 1999. employees are made aware of 
their responsibilities in terms of Health and Safety and we 
work together to ensure a safe and productive environment 
is available to employees, whether they are based in one 
of System C’s offices, travelling between sites, working at 
customer locations or elsewhere.
Environmental
Whilst our activities have a low impact on the environment, 
we believe that operating in a socially and environmentally 
conscious manner is an important part of the way we do 
business. In order to conserve resources and reduce the 
impact of the Group’s operations on its surroundings, 
System C adheres to an environmental policy which is 
regularly updated and communicated to all employees. 
Key areas of this policy are:
•  to store waste safely and securely and ensure it is handled 
by an authorised agent
•  to recycle resources where possible and ensure that 
recycling facilities are made available to all office-based 
staff. A key product we provide is the introduction of 
paperless records in hospitals, a feature which of course 
lessens the need for recycling
•  to seek to meet and exceed the requirements of ISo 14001. 
Quality Management System
At the heart of our business is a commitment to quality in 
every aspect of our operations. We work to fully certified 
quality standards, including standards for software 
design and development, documentation, project 
management, implementation, training and support. t he 
working processes surrounding these standards are fully 
documented and published on the Group intranet and a 
full-time Quality and Data Security Manager ensures our 
adherence to both Quality and Security Standards. System C 
has enterprise-wide accreditation to ISo 27001, ISo 9001 
and t ickIt standards, and its t raining Academy holds the 
Institute of It t rainers accreditation.
Social and ethical
We have always encouraged an ethos of giving, not least 
because we operate in an industry dedicated to caring, and 
we employ people who embrace this philosophy. 
System C itself donates every year under its own programme 
of annual donations. In addition, many individuals within 
the organisation undertake and participate in charity events 
for a range of worthwhile causes, often encouraged and 
supported financially by System C.
Investors
We have continued to implement procedures that assist 
in the adoption of best practice in terms of reporting and 
communication. o ur website has been enhanced to include a 
section devoted to investors and this will be continually updated.
Suppliers
o ur work often involves a great degree of interaction with 
other suppliers and partners and we value a positive working 
relationship. o ur policy is to pay suppliers promptly and to 
seek to foster constructive, transparent and preferably long-
term commercial relationships.
Dr Ian Denley
Chief executive o fficer
24 September 2010
Jane Conner
Company Secretary
24 September 2010 System C | annual report and financial statements 2010
1 Markus Bolton
2 Hedley Mayor
3 Dr Ian Denley
4 t homas Chambers
5 Jane Conner
6 Jim Horsburgh
7 Dr Christopher McLaren
8 Dr John Forrest
1
6
2
7
3
8
4
Bo ARD o F DIReCto RS
16
5
Markus Bolton
Sales and Strategy Director
Aged 53
Markus is one of the UK’s leading 
specialists in the development and 
delivery of clinically focused, enterprise-
wide patient management systems for 
the n HS. He is the original architect of 
the Medway electronic Patient Record 
system, has published numerous papers 
and articles on healthcare informatics 
and has advised Government on n HS 
It issues. Markus founded System 
C in 1983 and it has since become 
a UK leader in the development 
and implementation of healthcare 
It solutions. At System C, Markus is 
responsible for sales strategy and for 
developing market opportunities.
Hedley Mayor
Finance Director
Appointed 12 July 2010
Aged 46
Hedley joined System C as finance 
director in July 2010. He was previously 
with o ctopus Investments, where he 
was the Director of Finance over a 
period of very fast growth. Prior to 
o ctopus, Hedley spent eleven years 
with Baring Private equity Partners, 
initially as the Partner for Finance 
and Planning, where the group grew 
from two offices in europe to over 
thirty globally, then as an investment 
partner on the Baring english Growth 
Fund – a UK focused private equity 
fund investing in SMes. Hedley is a 
Chartered Accountant and trained with 
Horwath Clark Whitehill.
Dr Ian Denley
Chief executive o fficer
Aged 46
Ian has been with System C since 1997. 
Prior to taking on his current role as 
Chief executive o fficer, Ian worked as 
Director of Development, where he was 
responsible for the strategic direction 
of the Medway product range, and 
latterly as Director of o perations where 
he was responsible for the Group’ s 
implementation and customer support 
services. Ian was appointed Chief 
executive o fficer in 2003, and since then 
has overseen the Group’ s expansion 
into the professional services market, 
its listing on AIM, and its continued 
investment in health and social care 
It products. Ian is responsible for the 
Group’ s strategic operations as well as 
leading the Group’ s M&A strategy. He 
is a member of the Intellect Healthcare 
Council, and has a PhD in Human 
Computer Interaction. 17
annual report and financial statements 2010 | System C
Bo ARD o F DIReCto RS
Thomas Chambers
n on-executive Director n A R 
Also Acting Finance Director 
4 January 2010 to 12 July 2010
Aged 49
t homas joined System C as a 
n on-executive Director in February 
2005 and is Chairman of our Audit 
Committee. Until April 2009 he was 
Chief Financial o fficer for Symbian 
Limited (provider of operating systems 
for advanced mobile phones) having 
held other roles at Symbian including 
Head of Software engineering. He 
arranged the sale of Symbian to n okia 
o yj in June 2008. Prior to Symbian, 
t homas was the Chief Financial o fficer 
of First telecom Group PLC, arranging 
its $1bn sale to Atlantic t elecom Group 
PLC in 2000. t homas was the Chief 
Financial o fficer of Robert Walters PLC 
through its listing on the London Stock 
exchange in 1996 and arranged its sale 
to US n ASDAQ listed StaffMark Inc in 
1998. He spent six years in M&A and 
corporate finance roles with Dresdner 
Kleinwort Benson Limited. t homas 
has previously held a number of non-
executive and consulting roles and he 
is currently a member of Council and 
Finance Committee of the University 
of Surrey and a n on-executive Director 
of Spark VCt 2 plc. He is a Fellow of 
the Institute of Chartered Accountants 
having qualified with Price Waterhouse 
and is an Associate of t he Association 
of Corporate t reasurers.
Jane Conner
Company Secretary and Director of 
Human and Corporate Resources*
Aged 47
Jane joined System C in 1985. She 
is responsible for developing and 
implementing the Group’s human 
resources strategy. She oversees 
all employee relations, including 
recruitment and retention. She is also 
responsible for Health and Safety, 
office management and oversees the 
general administration department. 
She has held the post of Company 
Secretary since 1992. 
*Jane is not a statutory board director 
of System C Healthcare PLC.
Jim Horsburgh
n on-executive Chairman
Aged 58
Jim has been with System C since 
2000. He was previously Senior Vice 
President of Visio Corporation which 
was listed on n ASDAQ and he played 
a key role in its sale to Microsoft 
for approximately $1.5 billion in 
2000. Prior to joining Visio, Jim was 
Managing Director at the european 
start up Central Point Software, 
which was sold to Symantec in 1993. 
Before that he was responsible for 
International Marketing and Business 
Development at Lotus Development. 
Jim is responsible for leading the Board 
and ensuring its effectiveness.
Dr Christopher McLaren
n on-executive Director n A R
Aged 76
Christopher has been on the Board 
of System C since 1988. Christopher 
served as Deputy Chairman of the Board 
of System C until 1 September 2007, 
when our current Senior Independent 
Director John Forrest was appointed to 
the role. He has an MA from Cambridge 
University with first class honours in 
Mechanical Sciences and is a barrister 
at law. He was a business consultant for 
many years and has wide commercial 
experience. He was Chairman of the 
Board of Southbank University during its 
formative years of 1989- 1999, Chancellor 
from 1992- 1999, and was t reasurer of the 
english speaking Union from 1996-2002 
and from 2008, and Honorary Secretary 
from 2005. He is Chairman of the Samuel 
Courtauld t rust.
Dr John Forrest
n on-executive Director n A R
Aged 67
John joined System C as a n on-
executive Director in February 2005. He 
graduated with an MA from Cambridge 
University and a DPhil from o xford 
University. In 1984 he joined Marconi 
Defence Systems as technical Director 
and later became Director of engineering 
at the Independent Broadcasting 
Authority. He led the privatisation to 
create the communications company 
nt L, becoming its first Chief executive. 
In 1996 he joined the venture capital 
company 3i PLC, and served on the 
board and its associated committees 
until 2004. John is Deputy Chairman 
of Surrey Satellite technology Ltd and 
o mniglobe n etworks Ltd (Canada) as 
well as Pro-Chancellor of the University of 
Surrey. John is our Senior Independent 
Director, and was appointed to the role 
of Deputy Chairman to the Board on 
1 September 2007.
note:
n = n omination Committee
A = Audit Committee
R = Remuneration Committee System C | annual report and financial statements 2010
DIReCto RS’ RePo Rt
18
The Directors have pleasure in presenting their Annual 
Report and the audited financial statements of the Group 
for the year ended 31 May 2010. System C Healthcare 
PLC (the “Company”) is a public company incorporated 
and registered in England and Wales, whose shares 
are listed on AIM, a market of that name operated by 
the London Stock Exchange PLC. The Group consists 
of System C Healthcare PLC and its wholly owned 
subsidiaries, Liquidlogic Limited and Conscia Enterprise 
Systems Limited. These financial statements are presented 
in sterling, the functional currency of the Group.
Principal activities, review of business and 
future developments
t he Group’s sole activity during the year was the design, 
development and implementation of computer hardware 
and software in the healthcare and social care sectors.
t he Chairman’s Report, the Chief executive o fficer’s Review 
and the Financial Review give further information regarding 
the performance of the Group during the year ended 
31 May 2010 and the future prospects of the business.
Acquisitions
During the year, the Company purchased the entire issued 
share capital of Liquidlogic Limited (which is engaged in 
the provision of It solutions to the social care sector) and 
Conscia enterprise Systems Limited (which is engaged in 
the provision of web-based solutions primarily to the 
healthcare sector). Further details of the acquisitions are 
given in n ote 21.
Dividends
An interim dividend of 0.25p per ordinary share was declared 
and paid in the year (2009: 0.22p per ordinary share). 
t he Directors have recommended a final dividend of 0.50p 
per ordinary share (2009: 0.44p per ordinary share). t he 
Group’s accounting policy for dividends is set out in n ote 1.
Directors and their interests
t he Directors of the Group who served during the year 
ended 31 May 2010 are listed below.  All except Andrew Coll 
have been Directors for the whole of the year ended on that 
date:
• Jim Horsburgh
• Dr Ian Denley
• Markus Bolton
• Andrew Coll (resigned 31 December 2009) 
• Dr Christopher McLaren
• Dr John Forrest
• t homas Chambers
o n 12 July 2010 Hedley Mayor was appointed as the Group 
Finance Director.
Details of the Directors’ interests in the share capital and 
share options of System C Healthcare PLC are given in the 
Directors’ Remuneration Report.
Research and development
t he Board considers that the Group’s research and 
development activity plays an important role in the 
operational and financial success of the business.
t he Group continues to commit resources to researching 
potential improvements in electronic Patient Record systems. 
o ngoing work includes improvements to patient tracking, 
paperless procedures and practices, and patient safety.
System C has invested in the ongoing development of its 
Medway software, utilising the skills of qualified clinicians 
and software developers. expenditure on research and 
development is accounted for as stated in n ote 1(o) to the 
financial statements and the amounts incurred are disclosed 
in n otes 5 and 9 to the financial statements.
Creditor payment policy
t he Group has agreed a variety of payment terms with its 
suppliers. It is, and will remain, the policy of the Group that 
payments to a supplier are made in accordance with the 
general conditions of purchase agreed with the supplier, 
provided the supplier complies materially with all relevant 
terms and conditions and presents invoices on a timely basis.
t he average creditor payment period for the Company during 
the year ended 31 May 2010 was 31 days (2009: 30 days). 19
annual report and financial statements 2010 | System C
DIReCto RS’ RePo Rt
Financial risk management and financial instruments
t he Group’s policies and strategies in relation to financial 
risk and financial instruments are explained in n ote 16 to the 
financial statements. 
Accounting policies in respect of financial instruments are 
detailed in n ote 1(u) to the financial statements.
Business risk factors
t he business is influenced by a number of key risks and 
the financial and operating performance of the business 
can be adversely affected by these risks and other risks not 
mentioned that may be beyond the control of the Company.
t he Board continually reviews risk through its own systems 
and controls, and where possible mitigates the risks that 
may impact our business, prospects, people, financial results 
and share price. t he principal risks are described below:
Public sector spending/political changes 
t he scale of public spending cuts ahead will not be clear 
until the Comprehensive Spending Review is published 
in o ctober 2010. We firmly believe that technology is 
an essential enabler of more effective patient care, and 
can lead to considerable economic efficiency savings. 
Investment in It products, services and infrastructure is key 
in helping the health and social care markets to achieve 
strategic objectives as well as the detailed targets against 
which they are constantly monitored.
n evertheless we acknowledge that economic constraints 
remain a risk and in order to mitigate against this we have 
further broadened the scope of services activities that we 
undertake, invested in new product ranges to address 
different needs within the markets, as well as expanding our 
client base which includes central government, local trust 
providers, social services departments as well as private 
healthcare providers.
Timing of product sales
A significant number of t rusts have started procurement activity 
in order to replace their PAS and ePR systems and the Company 
is well placed to win these procurements. We are already seeing 
significant interest for our next-generation Medway products. 
However , it should be noted that large procurements take many 
months to run and there is a risk around the timing of revenues 
associated with new contract wins. 
Staff retention
Despite recent economic uncertainty, we recognise that 
there is demand from other participants in the market to 
attract the best people with the relevant It healthcare 
experience. We are addressing the potential associated risks 
to the business by offering a wide range of remuneration 
benefits, by investing in training and development and 
combining this with a focus on the individual and their 
career development. t hese efforts contributed towards the 
Group’s reaccreditation to the Investors in People scheme in 
March 2010.
Delivery
o ver many years System C has built a strong reputation for the 
successful delivery of It products and services to the healthcare 
sector. o ur products and services operate in intense, life-critical 
environments and any failure to meet contracted commitments 
and/or client expectations could damage our reputation and 
impact on our financial position.
to mitigate this risk, we monitor our performance 
continuously against contracted commitments and 
expectations, and deploy a wide range of experienced 
technical specialists and programme directors to evaluate 
performance. We appoint a project board for any high risk 
projects with a combination of resources as appropriate 
from technical, delivery, finance and commercial expertise.
Client concentration
A large proportion of our revenue has historically been 
generated from our top five clients, and the loss of a major 
client can have a negative impact on revenue. We are 
focusing substantial efforts on broadening our client base 
as well as broadening our product range and consultancy 
offerings. t his is being done in order to mitigate this risk 
going forward.
Accreditation
Much of our work relies on maintaining accreditations to 
international standards such as the ISo 9001/t ickIt Quality 
Assurance standard. System C employs a full-time quality 
manager to ensure adherence to quality standards, to 
monitor progress against improvement initiatives, and to 
monitor customer satisfaction. t he Group has been 
ISo accredited since 1999 and was re-certified in the 
current year.
> System C | annual report and financial statements 2010
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DIReCto RS’ RePo Rt
20
Acquisitions
We recognise that selected acquisitions will play a key 
role in future growth of the business, as illustrated by the 
acquisitions during the year of Liquidlogic and Conscia. 
t here are inherent risks in acquiring businesses and we 
are in the process of integrating both companies into 
the System C Group in order to ensure that our strategic 
objectives and targets are achieved.  
Share capital and share issues
Details of share capital and shares issued during the year are 
given in n ote 17 to the financial statements.
Employees, health, safety and environment
t hese areas are discussed in detail in the Corporate 
Responsibility Statement.
Political and charitable donations
t he Group made no political donations during the year 
(2009: £nil). Charitable donations amounting to £13,545 were 
made during the year (2009: £6,790). Charitable donations 
have been made to a variety of organisations, but mainly 
focused in the area of healthcare.
Post balance sheet events
Details of post balance sheet events are given in n ote 24 to 
the financial statements.
Substantial interests in shares
As at 31 August 2010, the Company had been notified of the 
following holdings of 3 per cent or more in its ordinary shares. 21
annual report and financial statements 2010 | System C
DIReCto RS’ RePo Rt
Directors’ Third Party indemnity
t he Company has provided an indemnity for its Directors 
and the Secretary, which is a qualifying t hird Party Indemnity 
for the purpose of the Companies Act 2006.
Going concern
After making appropriate enquiries, the Directors believe 
that the Group and the Company has adequate resources to 
continue in operational existence for the foreseeable future. 
Consequently the Directors believe that it is appropriate 
for the Consolidated and Parent Company’s financial 
statements to continue to be prepared on the going 
concern basis.
Annual General Meeting
t he notice convening the Annual General Meeting (to be 
held at Brenchley House, Week Street, Maidstone, Kent, 
Me14 1RF at 1pm on 10 n ovember 2010), together with 
an explanation of the resolutions to be proposed at the 
meeting, is contained in a separate circular to shareholders.
Auditors
A resolution to reappoint PricewaterhouseCoopers LLP as 
auditors will be proposed at the Annual General Meeting.
By o rder of the Board
Jane Conner
Company Secretary
24 September 2010
   No. Shares at % Issued
   31.8.2010 Capital
1 BlackRock Investment Management (UK) Ltd 6,797,884 5.85%
2 Artemis Investment Management Ltd 6,778,298 5.83%
3 o ctopus Investments Limited 6,571,806 5.66%
4 M & G Investment Management Ltd 6,442,976 5.54%
5 Liontrust Asset Management PLC 6,203,082 5.34%
6 Gartmore Investment Management Limited 5,935,284 5.11%
7 System C Healthcare employee SS 5,387,741 4.64%
8 Legal & General Investment Management Ltd (UK) 4,491,667 3.87%
9 Schroder Investment Management Ltd (SIM) 4,451,298 3.83%
10 Markus Bolton (Director) 4,174,324 3.59%
11 Credit Suisse Asset Management Fund Service 3,908,333 3.36%
12 Abrir Capital Advisors AG 3,905,437 3.36%
13 Investec Asset Management Ltd 3,750,000 3.23%
As at the date referred to above, the Company is not aware of any person or entity that, directly or indirectly, jointly or 
severally, will or could exercise control of the Company. System C | annual report and financial statements 2010
Co RPo RAte Go VeRn An Ce St Ate Ment
22
Principles of good governance
As an entity quoted on AIM, System C is not required to 
comply with the UK Corporate Governance Code (formerly 
“the Combined Code (2008)”) (the “Code”). However, 
following the admission of its shares to AIM in 2005, the 
Company has adopted many of the best practice provisions 
contained in the Code and continues to make considerable 
progress in improving its procedures in this respect. The 
Board strongly believes in providing a framework for 
establishing good corporate governance and accountability 
and has identified the policies and procedures described 
below to support this approach.
Further details of the UK Corporate Governance Code 
(formerly “the Combined Code (2008)”) can be obtained 
from the Financial Reporting Council website.
The Board
t he Board has ultimate responsibility and accountability 
for the Group’s operations. During the year the Board 
comprised the Chairman, the Chief executive o fficer, the 
Sales and Strategy Director, the Finance Director and three 
non-executive directors. 
During the year 11 board meetings, two Audit Committee 
meetings and five Remuneration Committee meetings were 
held. t here was one meeting of the n ominations Committee 
held in this financial year. t he Directors attended these 
meetings as follows:
t he specific responsibilities reserved to the Board include, 
but are not limited to: 
• Setting strategy and approving an annual budget and 
medium-term projections; 
• Reviewing operational and financial performance; 
• Approving any acquisitions, divestments and material 
capital expenditure; 
• Reviewing the Group’s systems of financial control and 
risk management; 
• ensuring that appropriate management development and 
succession plans are in place; 
• Reviewing the environmental, health and safety 
performance of the Group; 
• Approving appointments to the Board and the Company 
Secretary; 
• Approving policies relating to Directors’ remuneration 
and the severance of Director’s contracts; and
• ensuring that an appropriate and constructive dialogue 
takes place with shareholders.
 Director Board Audit Remuneration Nominations
  meetings Committee Committee Committee
 Jim Horsburgh 10  2 3 -
 Dr Ian Denley 11  -  - -
 Markus Bolton 11 - - -
 Andrew Coll (resigned 31 December 2009) 4 1 -  -
 Dr Christopher McLaren 11 2 5 1
 Dr John Forrest 10 1 5 1
 t homas Chambers 10 2 4 - 23
annual report and financial statements 2010 | System C
Co RPo RAte Go VeRn An Ce St Ate Ment
t he Board believes its current structure is appropriate for 
the scale of the business and enables the Group to be 
managed efficiently.
t he Board has a procedure through which the Directors are 
able to take independent advice at the Company’s expense 
in the furtherance of their responsibilities.
t he Directors also have access to the advice and services 
of the Company Secretary. t he Company Secretary is 
responsible for ensuring that Board procedures are followed 
and that applicable rules and regulations are complied with.
t he Group has adopted a share dealing code for Directors 
and senior employees on the same terms as the Model Code 
appended to the Listing Rules of the UK Listing Authority.
Chairman, Chief Executive Officer and independent 
Non-Executive Directors
Different individuals hold the posts of Chairman and 
Chief executive o fficer and there is a clear division of 
responsibilities.
t he Chairman is responsible for leading the Board and 
ensuring its effectiveness. t he Chief executive o fficer is 
responsible for running the business and for ensuring that 
accurate, timely and clear information is presented at the 
Board meetings or when otherwise appropriate.
t he Board is balanced by an appropriate n on-executive 
element. All of the n on-executive Directors, save for 
Dr Christopher McLaren by virtue of his significant interest 
in the ordinary shares and his longstanding involvement 
with the Company, are considered by the Board to be 
independent and have no relationships interfering with their 
independent judgment.  
During the period  4 January 2010 to 12 July 2010, t homas 
Chambers took the role of Acting Finance Director.  During 
this period of time t homas Chambers was an executive 
Director of the Company.
Professional development
t he Chairman is responsible for processes to ensure that 
Directors keep their skills and knowledge up to date and 
to encourage their professional development. t he Group 
ensures that adequate time and financial resources are 
available for Directors to attend appropriate training. n ew 
Directors are encouraged to participate in the Group’s 
induction programme and to meet senior managers and 
staff. In addition, all Directors are encouraged to attend 
Company events and take a proactive role in informing 
themselves about the Group through a variety of means, 
including the intranet, newsletters, site visits, business 
events and attendance at appropriate stakeholder meetings.
Relations with shareholders
t he Chairman, Chief executive o fficer and Finance Director 
(including t homas Chambers for the period 4 January 2010 to 
12 July 2010) are the principal points of contact for investors, 
analysts, fund managers, media and other interested 
parties. Access is available to the n on-executive Directors 
if this is required. Meetings with analysts and institutional 
investors are held following the interim and preliminary 
results announcements. t he Board is kept appraised about 
shareholder relations and has full access to reports from the 
Company’s nominated adviser, Charles Stanley, and financial 
public relations advisors, Maitland Consultancy.
Board Committees
t he Board has established three committees to deal with 
matters in accordance with written terms of reference which 
are available on request from the Company Secretary. t hey 
are the Audit Committee, a Remuneration Committee and a 
n ominations Committee. 
A majority of the members of the committees are 
independent n on-executive Directors. 
> System C | annual report and financial statements 2010
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Co RPo RAte Go VeRn An Ce St Ate Ment
24
Audit Committee
t he Audit Committee is chaired by t homas Chambers 
(during the period 4 January 2010 to 12 July 2010 whilst 
t homas was Acting Finance Director, Dr John Forrest took 
the role as Acting Chairman of the Audit Committee) and 
also comprises Dr Christopher McLaren and Dr John Forrest.
n o members of the committee have any links with System C’ s 
external auditors. t he Audit Committee formally meets 
two times per year and otherwise as required. t he Audit 
Committee considers all matters relating to financial controls 
and reporting, external audits, the scope and results of the 
audits, the independence and objectivity of the auditors and 
also keeps under review the effectiveness of the Company’s 
controls and risk management. t he ultimate responsibility 
for reviewing and approving the annual report and financial 
statements and interim statements remains with the Board. 
t he Chairman, Chief executive o fficer, other directors and 
representatives from the finance function may attend and 
speak at meetings of the Audit Committee.
PricewaterhouseCoopers LLP have been the Company’s 
auditors for many years. t he Audit Committee considers that 
the relationship with the auditors is working well and remains 
satisfied with their effectiveness. Accordingly, it has not 
considered it necessary to date to require the firm to tender 
for the audit work. t he external auditors are required to rotate 
the audit partners responsible for the Group and subsidiary 
audits every five years. t here are no contractual obligations 
restricting the Company’s choice of external auditor.
Details of the amounts paid to the external auditors during 
the year for audit and other services are set out in n ote 5 to 
the financial statements.
Remuneration Committee
t he Remuneration Committee is chaired by Dr Christopher 
McLaren and also comprises t homas Chambers (except 
for the period 4 January 2010 to 12 July 2010) and 
Dr John Forrest. Since the role of chairman moved 
to a non executive position, Jim Horsburgh normally 
attends meetings of the Remuneration Committee. t he 
Remuneration Committee meets formally at least twice each 
year and otherwise as required.
t he role of the Remuneration Committee is set out in 
the Directors’ Remuneration Report. t he Remuneration 
Committee considers all material elements of remuneration 
policy, remuneration and incentives of executive Directors 
and senior management with reference to independent 
remuneration research and professional advice in 
accordance with the Code. n o Director is permitted to 
participate in discussions or decisions concerning his 
own remuneration, and the remuneration of members 
of the Remuneration Committee shall be determined in 
accordance with good practice by the remaining Board 
members. Details of Directors’ service contracts are 
provided in the Directors’ Remuneration Report. 25
annual report and financial statements 2010 | System C
Co RPo RAte Go VeRn An Ce St Ate Ment
t he Directors have reviewed the effectiveness of the Group’s 
system of financial and non-financial controls during the 
year, including operational and compliance controls, risk 
management and the Group’s high level internal control 
arrangements. t hese reviews included an assessment 
of internal controls and, in particular, internal financial 
controls. t he Board views the careful management of risk 
as a key management activity. Managing business risk 
to deliver opportunities is a key element of all activities. 
t hese business risks, which may be strategic, operational, 
reputational, financial or environmental, should be 
understood and visible.
t he Board approves the Group’s annual budget which is 
prepared in the context of the Board approved business 
plan. t he Board receives monthly financial reports which 
assess performance in comparison with the annual budget 
and in relation to periodic re-forecasts. 
Key performance indicators are regularly reviewed at Board 
level and by senior managers responsible for key areas of 
the business. t he Group has implemented a whistle blowing 
policy as part of its ongoing review of its risk policies. t he 
Group does not currently have an internal audit function, 
however the Board will consider the need to create one as 
the business grows. 
Nominations Committee
t he n ominations Committee is chaired by Dr John Forrest 
and also comprises Dr Christopher McLaren and t homas 
Chambers (except for the period 4 January 2010 to 
12 July 2010). t he n ominations Committee has responsibility 
for considering the size, structure and composition of the 
Board, the retirement and appointment of Directors and will 
make appropriate recommendations to the Board in relation 
to these matters. t he n ominations Committee meets 
formally as required.
Potential candidates to the Board are interviewed either by 
the n ominations Committee or a panel appointed by that 
committee. An appointment requires final approval by the 
Board prior to an offer being forwarded.
Internal control
In accordance with the guidance of the t urnbull Committee, 
the Board accepts responsibility for the Group’s system of 
internal control; sets appropriate policies on internal control; 
seeks regular assurance that enables it to satisfy itself that 
the system is functioning effectively; and ensures that the 
system of internal control is effective in managing risks in the 
manner which it has approved. System C | annual report and financial statements 2010
As an entity quoted on AIM, System C is not required 
to comply with the Directors’ Remuneration Report 
Regulations 2002. Notwithstanding this fact, the Board has 
adopted many of the best practice provisions set out in the 
regulations and accordingly has established a number of 
the policies and procedures referred to in this section.
Remuneration policy
t he Remuneration Committee makes recommendations 
to the Board on the executive remuneration policy and 
determines specific remuneration packages for each of the 
executive Directors with the objective of providing total 
remuneration packages that attract, retain and motivate 
executive Directors of the appropriate calibre. t his policy 
intends to reward excellent performance, be commercially 
competitive and also aims to align the interests of the 
executives with those of shareholders to create value.
t his report sets out the Group’s policy on executive 
remuneration. t he policy may change in future years as it is 
important that it should retain flexibility in view of possible 
changes in the business environment and in remuneration 
practice. t he policy should also allow for any special 
arrangements which may be necessary in the future in order 
to recruit a director of appropriate calibre. 
t he principal elements of the executive remuneration 
package are detailed here:
Basic salary and benefits
Basic salaries and benefits are, with the help of external 
consultants where appropriate, based on an estimate of an 
appropriate market level for similar levels of responsibility 
and achievement in comparable companies. Salaries and 
benefits are reviewed annually at the start of each financial 
year or when an individual changes position or responsibility.
Performance related bonus arrangements
Bonus arrangements are determined by the Remuneration 
Committee. Bonus entitlements are currently a maximum of 
75 per cent of basic salary for executive Directors and are 
payable on the basis of a sliding scale towards achievement 
of defined financial targets. targets are set on the basis of 
advancing total shareholder value.
In addition, the committee has the discretion to make ad 
hoc bonus payments to reflect special circumstances or 
exceptional performance.
t he Group operates a number of share option schemes, 
subject to performance related vesting conditions, established 
to provide a continuing incentive for executive Directors 
and employees, to align their interests with those of the 
shareholders, and to ensure that the Group will attract and 
retain directors and other executives of the highest calibre.
Further information on the above plans is given in n ote 18 
to the financial statements.
DIReCto RS’ ReMUne RAt Ion RePo Rt
26
“
t he Group will attract and retain Directors and 
other executives of the highest calibre
Jim Horsburgh
 
“ 27
annual report and financial statements 2010 | System C
Hedley Mayor 
Hedley Mayor is employed under a service agreement dated 
12 July 2010. Under the terms of the service agreement, 
Hedley Mayor’s employment is terminable by either party 
giving to the other not less than six months’ prior written 
notice. t he service agreement provides System C with the 
right to place Hedley Mayor on garden leave, to pay him 
basic salary in lieu of notice and to summarily dismiss him 
in a number of circumstances as mentioned above. Hedley 
Mayor’s annual salary as at his date of employment was 
£135,000.
t he service agreements of the executive Directors also 
stipulate an automatic retirement age of 65 and provide for 
the following additional benefits:
• 25 or 30 days holiday;
• Car allowance of between £7,200 and £9,000 per annum;
• Pension contributions up to 10 per cent of eligible salary;
• Membership of any share option scheme the Group 
operates;
• PHI, life assurance and private individual/family medical 
insurance; and
• Annual or discretionary bonuses as determined by the 
Remuneration Committee.
>
DIReCto RS’ ReMUne RAt Ion RePo Rt
Pensions
t he Group provides access to a stakeholder pension 
scheme. All staff are eligible to join the scheme upon 
commencing employment and the Group makes matching 
contributions of up to 4 per cent of pensionable pay. In 
relation to certain of the executive Directors, the Group 
makes an equivalent maximum 10 per cent contribution into 
their private pension schemes.
Directors’ service contracts
(a) executive Directors
t he executive Directors have entered into service 
agreements under which they are to remain employed on an 
ongoing basis, summaries of which are set out below:
Dr Ian Denley
Dr Ian Denley is employed under a service agreement 
dated 20 o ctober 2003, although his period of continuous 
employment with System C began on 2 January 1997. 
Under the terms of the service agreement, Dr Ian Denley’s 
employment is terminable by either party giving to the 
other not less than six months’ prior written notice. t he 
service agreement provides System C with the right to place 
Dr Ian Denley on garden leave, to pay him basic salary in 
lieu of notice and to summarily dismiss him in a number of 
circumstances as mentioned above. Dr Ian Denley’s annual 
salary as at 31 May 2010 was £230,000.
Markus Bolton
Markus Bolton is employed under a service agreement 
dated 17 o ctober 2001, although his period of continuous 
employment with System C began on 1 September 1983. 
Under the terms of the service agreement, Markus Bolton’s 
employment is terminable by either party giving to the 
other not less than six months’ prior written notice. t he 
service agreement provides System C with the right to place 
Markus Bolton on garden leave, to pay him basic salary in 
lieu of notice and to summarily dismiss him in a number of 
circumstances as mentioned above. Markus Bolton’s annual 
salary as at 31 May 2010 was £210,000. System C | annual report and financial statements 2010
<
DIReCto RS’ ReMUne RAt Ion RePo Rt
28
(b) n on-executive Directors
t he following n on-executive Directors’ term of employment 
terminated on 16 June 2010, namely:
• Dr Christopher McLaren
• Dr John Forrest (Senior Independent n on-executive Director)
• t homas Chambers
All of the n on-executive Directors have been re-appointed 
to the Company for a further 12 month period under letters 
of appointment which are in a similar format and are dated 
16 June 2010 for t homas Chambers, Dr Christopher McLaren 
and John Forrest. Jim Horsburgh is under the same terms, 
dated 1 September 2010. t he letters, which are based on the 
‘sample letter of non-executive director appointment’ set out 
in the Code, provide, in each case, that the n on-executive 
Directors’ time commitment to the business is approximately 
one day per month, although in practice more time than 
that is spent. Further, each of the n on-executive Directors’ 
appointments is terminable by either party giving to the 
other not less than one month’s prior written notice (subject 
to System C having the right to terminate the appointment in 
a range of circumstances, such as the material or persistent 
breach of the terms of their appointment).
t he fees paid to these n on-executive Directors are set 
at a level which will attract and retain individuals with the 
necessary experience and ability to make a significant 
contribution to the Group’s affairs, and reflect the time 
demands of their Board duties. Dr Christopher McLaren 
is entitled to receive fees of £22,949 per annum, whereas 
t homas Chambers and Dr John Forrest are each entitled to 
receive fees of £34,423 per annum.  
In addition, following the resignation of Andrew Coll as 
Finance Director, t homas Chambers took the role of Acting 
Finance Director between 4 January 2010 and 12 July 2010, 
following which he has remained as a n on-executive 
Director.  t he Board considers that this period as Acting 
CFo has not had any affect on his independence as a 
n on-executive Director.
Directors’ emoluments
A detailed numerical analysis of Directors’ remuneration 
and share options, showing the highest paid Director and 
the number of Directors accruing benefits under defined 
contribution pension schemes is included below and forms 
part of these financial statements. 29
annual report and financial statements 2010 | System C
DIReCto RS’ ReMUne RAt Ion RePo Rt
t he following Directors had an interest in share options over the ordinary shares of System C during the financial year 
ended 31 May 2010:
>
Number of ordinary shares of 1p each
Executive 
Director
Date of 
grant Period of exercise
Exercise 
price in 
pence
 At 31 
May 09 Exercised Granted Lapsed
At 31 
May 10 Scheme
Andrew Coll 23 May 06 25 May 2008 - 24 May 2015 23.5 300,000 300,000 - - - CSo P
18 o ct 07 18 o ct 2010 - 17 o ct 2017 28 444,857 - - 444,857 - CSo P
29 Jan 08 29 Jan 2011 - 28 Jan 2018 29.5 236,949 - - 236,949 - eMI
29 Jan 08 29 Jan 2011 - 28 Jan 2018 29.5 185,288 - - 185,288 - CSo P
10 Sep 08 10 Sep 2011 - 9 Sep 2018 43 290,698 - - 290,698 - CSo P
17 Jul 09 17 Jul 2012 - 16 Jul 2019 49 - - 850,000 850,000 - CSo P
Ian Denley 20 Sep 06 20 Sep 2010 - 19 Sep 2019 24.5 300,000 - - 300,000 - CSo P
18 o ct 07 18 o ct 2010 - 17 o ct 2017 28 521,000 - - - 521,000 CSo P
29 Jan 08 29 Jan 2011 - 28 Jan 2018 29.5 237,966 - - - 237,966 eMI
29 Jan 08 29 Jan 2011 - 28 Jan 2018 29.5 256,542 - - - 256,542 CSo P
10 Sep 08 10 Sep 2011 - 9 Sep 2018 43 372,093 - - - 372,093 CSo P
17 Jul 09 17 Jul 2012 - 16 Jul 2019 49 - - 1,200,000 - 1,200,000 CSo P
30 n ov 09 30 n ov 2012 - 29 n ov 2019 60.5 - - 1,200,000 - 1,200,000 CSo P
Markus Bolton 20 Sep 06 20 Sep 2010 - 19 Sep 2019 24.5 300,000 - - 300,000 -
          
CSo P
20 Sep 06 20 Sep 2010 - 19 Sep 2019 24.5 100,000 - - 100,000 -
          
CSo P
18 o ct 07 18 o ct 2010 - 17 o ct 2017 28 521,000 - - - 521,000 CSo P
29 Jan 08 29 Jan 2011 - 28 Jan 2018 29.5 338,664 - - - 338,664 eMI
29 Jan 08 29 Jan 2011 - 28 Jan 2018 29.5 155,864 - - - 155,864 CSo P
10 Sep 08 10 Sep 2011 - 9 Sep 2018 43 339,535 - - - 339,535 CSo P
17 Jul 09 17 Jul 2012 - 16 Jul 2019 49 - - 1,050,000 - 1,050,000 CSo P
30 n ov 09 30 n ov 2012 - 29 n ov 2019 60.5 - - 1,050,000 - 1,050,000 CSo P
4,900,456 300,000 5,350,000 2,707,792 7,242,664  System C | annual report and financial statements 2010
DIReCto RS’ ReMUne RAt Ion RePo Rt
30
Year ended 31 May 2010 Year ended 31 May 2009
 
Salary 
& Fees Bonus
Benefits 
in kind Subtotal Pension Total Subtotal Pension Total
Chairman: 
Jim Horsburgh 61,375 - - 61,375 300 61,675 59,583  3,575 63,158 
Executive:   
Markus Bolton 174,492 61,179 14,114 249,785 18,931 268,716 242,422 15,537 257,959
Dr Ian Denley 191,167 67,025 10,188 268,380 20,193 288,573 260,877 16,908 277,785 
Andrew Coll (resigned 
31 December 2009)
77,917 20,000 4,906 102,823 7,792 110,615 204,568 13,466 218,034
t homas Chambers
(amounts for Acting CFo  
4 January 2010 to 12 July)
116,343 50,000 - 166,343 - 166,343 - - -
Non Executive: 
Dr Christopher McLaren 22,902 - - 22,902 - 22,902 22,337  -   22,337 
Dr John Forrest 34,920 - - 34,920 - 34,920 33,973  -   33,973 
t homas Chambers 20,011 - - 20,011 - 20,011 33,506 - 33,506
 699,127 198,204 29,208 926,539 47,216 973,755 857,266 49,486 906,752
In addition, under his employment agreement dated 12 July 2010, Hedley Mayor is eligible to receive the grant of 300,000 
options over ordinary shares upon the announcement of these accounts at the then prevailing market price of the Company’s 
shares . o ther than this obligation to grant share options, there have been no changes in the interests of the Directors in the 
shares or the share options since 31 May 2010.
t he following part of the remuneration report contains audited information.
Benefits in kind include provision of car allowance and healthcare insurance. 
Directors’ interests in shares
t he Directors’ beneficial interest in the share capital of the Company at 31 May 2010 was as follows:
 Interest in ordinary Shares 1 June 2009 and 31 May 2010
 Markus Bolton
1
  4,174,324
 Dr Ian Denley
2
  480,026
 Jim Horsburgh 300,000
 Dr Christopher McLaren
3
  2,135,987
 Dr John Forrest 22.223
 t homas Chambers 22,223
 Andrew Coll -
 Total 7,134,783
<
1
Beneficial interests includes 321,557 ordinary shares held by spouse throughout the year
2
Beneficial interests includes 435,626 ordinary shares held by spouse throughout the year
3
Beneficial interests includes 19,600 ordinary shares held by spouse throughout the year 31
annual report and financial statements 2010 | System C
DIReCto RS’ ReMUne RAt Ion RePo Rt
Statement of Directors’ Responsibilities in respect of the 
Annual Report and the Financial Statements 
t he Directors are responsible for preparing the Annual 
Report and the financial statements in accordance with 
applicable law and regulations.
Company law requires the Directors to prepare financial 
statements for each financial year. Under that law the 
Directors have elected to prepare the Group and Parent 
Company financial statements in accordance with 
International Financial Reporting Standards (IFRSs) as 
adopted by the european Union. Under company law the 
Directors must not approve the financial statements unless 
they are satisfied that they give a true and fair view of the 
state of affairs of the Group and the Company and of the 
profit or loss of the Group for that period.
In preparing these financial statements, the Directors are 
required to:
• select suitable accounting policies and then apply 
them consistently;
• make judgements and accounting estimates that are 
reasonable and prudent;
• state whether applicable IFRSs as adopted by the 
european Union have been applied; 
t he Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Company’ s 
transactions and disclose with reasonable accuracy at any time 
the financial position of the Company and the Group and 
enable them to ensure that the financial statements comply 
with the Companies Act 2006. t hey are also responsible for 
safeguarding the assets of the Company and the Group and 
hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities.
So far as the Directors are aware, there is no relevant audit 
information of which the Company’ s auditors are unaware.  
each Director has taken all the steps that he ought to have 
taken as a Director in order to make himself aware of any 
relevant audit information and to establish that the Company’ s 
auditors are aware of that information.
t he Directors are responsible for the maintenance and integrity 
of the Company’ s website. Legislation in the United Kingdom 
governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions. 
By o rder of the Board
Jane Conner
Company Secretary
24 September 2010 System C | annual report and financial statements 2010
In DePen Dent AUDIto RS’ RePo Rt
32
Independent Auditors’ Report to the Members of 
System C Healthcare PLC
We have audited the Group and Parent Company financial 
statements (‘the financial statements’) of System C 
Healthcare PLC for the year ended 31 May 2010 which 
comprise the Group Statement of Comprehensive Income, 
the Group and Parent Company Balance Sheets, the Group 
and Parent Company Statements of Changes in equity, 
the Group and Parent Company Cash Flow Statements 
and the related notes. t he financial reporting framework 
that has been applied in their preparation is applicable law 
and International Financial Reporting Standards (IFRSs) as 
adopted by the european Union and, as regards the Parent 
Company financial statements, as applied in accordance 
with the provisions of the Companies Act 2006.
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities 
Statement, the directors are responsible for the preparation 
of the financial statements and for being satisfied that they 
give a true and fair view. o ur responsibility is to audit the 
financial statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). t hose 
standards require us to comply with the Auditing Practices 
Board’s ethical Standards for Auditors.
t his report, including the opinions, has been prepared 
for and only for the company’s members as a body in 
accordance with Chapter 3 of Part 16 of the Companies Act 
2006 and for no other purpose. We do not, in giving these 
opinions, accept or assume responsibility for any other 
purpose or to any other person to whom this report is shown 
or into whose hands it may come save where expressly 
agreed by our prior consent in writing.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts 
and disclosures in the financial statements sufficient to 
give reasonable assurance that the financial statements 
are free from material misstatement, whether caused by 
fraud or error. t his includes an assessment of: whether the 
accounting policies are appropriate to the Group’s and 
Parent Company’s circumstances and have been consistently 
applied and adequately disclosed; the reasonableness of 
significant accounting estimates made by the directors; and 
the overall presentation of the financial statements.
Opinion on financial statements 
In our opinion: 
• the financial statements give a true and fair view of the 
state of the Group’s and of the Parent Company’s affairs 
as at 31 May 2010 and of the Group’s profit and the 
Group’s and Parent Company’s cash flows for the year 
then ended;
• the Group financial statements have been properly 
prepared in accordance with IFRSs as adopted by the 
european Union; 
• the Parent Company financial statements have been 
properly prepared in accordance with IFRSs as adopted 
by the european Union and as applied in accordance with 
the provisions of the Companies Act 2006; and
• the financial statements have been prepared in 
accordance with the requirements of the Companies 
Act 2006.  33
annual report and financial statements 2010 | System C
In DePen Dent AUDIto RS’ RePo Rt
Opinion on other matter prescribed by the 
Companies Act 2006
In our opinion the information given in the Directors’ Report 
for the financial year for which the financial statements are 
prepared is consistent with the financial statements.
Matters on which we are required to report 
by exception
We have nothing to report in respect of the following 
matters where the Companies Act 2006 requires us to report 
to you if, in our opinion: 
•	 adequate accounting records have not been kept by the 
Parent Company, or returns adequate for our audit have 
not been received from branches not visited by us; or 
• the Parent Company financial statements are not in 
agreement with the accounting records and returns; or 
• certain disclosures of directors’ remuneration specified by 
law are not made; or 
• we have not received all the information and explanations 
we require for our audit. 
Rosemary Shapland
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Gatwick
24 September 2010 34
Group statement o F Compre Hens IVe In Come
System C | annual report and financial statements 2010
Year Ended
31 May
2010
Year Ended
31 May
2009
Note £'000 £'000
r evenue 1,2 38,307 21,887
Cost of sales (16,311) (9,657)
Gross proﬁt 21,996 12,230
r esearch and development costs (3,912) (1,880)
a mortisation of acquired intangible assets (945) (259)
share based payments (228) (105)
a dministrative expenses (11,813) (6,565)
Proﬁt from operations before the amortisation  
of acquired intangibles and share based payments 6,271 3,785
Proﬁt from operations 5,098 3,421
Finance income 4 267 692
Finance costs 4 (4) (11)
Proﬁt before taxation 5 5,361 4,102
t axation 6 (1,072) (857)
Proﬁt for the year 4,289 3,245
 
total comprehensive income is equal to the ‘profit for the year’ as there is no other comprehensive income for the year.
Earnings per ordinary share
Basic 7 4.07 3.72
Diluted 7 3.96 3.66 Group B a Lan Ce s Heet
35
annual report and financial statements 2010 | System C
Note
At 31 May
2010
£'000
At 31 May
2009
£'000
Assets
Non-current assets
Goodwill 8 8,436 2,306
o ther intangible assets 9 6,117 3,020
property, plant and equipment 10 665 380
Deferred tax assets 6 432                    373
t rade and other receivables 12 176                       213
15,826 6,292
Current assets
t rade and other receivables 12 11,234 7,435
Cash and cash equivalents 13 18,596 14,703
29,830 22,138
total assets 45,656 28,430
Liabilities
Current liabilities
t rade and other payables 14 8,742 4,872
Deferred consideration 21 - 326
Current tax liability 6 476 792
9,218 5,990
Non-current liabilities
Deferred consideration 21 - 598
Deferred tax liability 6 1,674 818
provisions 15 140 141
1,814 1,557
Total liabilities 11,032 7,547
Net assets 34,624 20,883
Shareholders' equity
s hare capital 17 1,161 898
share premium account 19 21,151 9,804
Capital redemption reserve 19 3,127 3,127
o wn shares held in trust 19 (2,768) (1,235)
r etained earnings 19 11,953 8,289
Total equity 34,624 20,883
t he financial statements on pages 34 to 79 were approved by the Board of Directors on 24 september 2010 and signed on its 
behalf by:
 
 
Dr Ian Denley 
Chief executive o fficer
system C Healthcare pLC 2010
r eg in england no. 1754990 36
Group statement o F CHan Ges In s Hare Ho LDers ’ eQu It Y
System C | annual report and financial statements 2010
Attributable to equity holders of the company
 
Share 
capital
£'000
Share 
premium
account
£'000
Capital 
redemption 
reserve
£'000
Own shares 
held in trust
£'000
Retained 
earnings
£'000
Total 
equity
£'000
Balance at 31 May 2008 895 9,766 3,127 (1,235) 5,323 17,876
profit for the year - - - - 3,245 3,245
share based payments charge -   -  -  - 105 105
Deferred tax -  -  - - 122 122
Issue of new shares 3  38   -  -  - 41
Dividends - - - - (506) (506)
Balance at 31 May 2009 898 9,804 3,127 (1,235) 8,289 20,883
profit for the year - - - - 4,289 4,289
share based payments charge - - - - 228 228
Deferred tax - - - - (59) (59) 
Issue of new shares 263 11,347 - (1,533) - 10,077
Dividends - - - - (794) (794)
Balance at 31 May 2010 1,161 21,151 3,127 (2,768) 11,953 34,624
Further details in respect of share capital and own shares held and reserves are given in n otes 17 and 19 to the 
financial statements. Group C as H FLo W statement
37
annual report and financial statements 2010 | System C
Notes to the cash flow statement: Cash flows from operating activities
Year ended
31 May 2010
£'000
Year ended
31 May 2009
£'000
profit for the financial year 4,289 3,245
taxation 1,072 857 
Finance income (267) (692)
Finance costs 4 11 
Proﬁt from operations 5,098 3,421 
Increase in trade and other receivables (1,431) (208)
Increase/(decrease) in trade and other payables 1,711 (537)
n et movement on provisions (1) 37 
share based payments charge 228 105 
Depreciation of property, plant and equipment 299 282
a mortisation of intangible assets 1,694 716
Cash generated from operations 7,598 3,816 
Year ended
31 May 2010
£'000
Year ended
31 May 2009
£'000
Cash flows from operating activities
Cash generated from operations 7,598 3,816
Finance costs paid (4) (1)
Income tax paid (1,250) (52)
n et cash generated by operating activities 6,344 3,763
Cash flows from investing activities
a cquisition of subsidiaries, net of cash acquired (9,874) (458)
purchases of property, plant and equipment (457) (225)
purchase of intangible assets - (10)
Capitalised development costs (1,570) (1,174)
Finance income 268 845
n et cash used in investing activities (11,633) (1,022)
Cash flows from ﬁnancing activities
Issue of share capital 9,976 41
Dividends paid (794) (506)
n et cash generated/(used) financing activities 9,182 (465)
Net increase in cash and cash equivalents 3,893 2,276
Cash and cash equivalents at beginning of year 14,703 12,427
Cash and cash equivalents at end of year 18,596 14,703 38
System C | annual report and financial statements 2010
Compan Y Ba Lan Ce s Heet
Note
At 31 May 2010
£'000
At 31 May 2009
£'000
Assets
Non-current assets
Goodwill 8 1,983 -
property, plant and equipment 10 504 353
Investments 11 11,419 3,776
Intangible assets 9 3,514 1,504
Deferred tax assets 6 281 336
t rade and other receivables 12 176 213
17,877 6,182
Current assets
t rade and other receivables 12 9,055 6,673
Cash and cash equivalents 13 14,248 14,443
23,303 21,116
Total assets 41,180 27,298
Liabilities
Current liabilities
t rade and other payables 14 5,290 4,065
Current tax liability 6 321 728
a mounts due to group undertakings - 391 -
Deferred consideration 21 - 326
6,002 5,119
Non-current liabilities
Deferred consideration 21 - 598
Deferred tax liability 6 645 394
provisions and other liabilities 15 140 141
785 1,133
Total liabilities 6,787 6,252
Net assets 34,393 21,046
Shareholders' equity
s hare capital 17 1,161 898
s hare premium account 19 21,151 9,804
Capital redemption reserve 19 3,127 3,127
o wn shares held in trust 19 (2,768) (1,235)
r etained earnings 19 11,722 8,452
Total equity 34,393 21,046
t he financial statements on pages 34 to 79 were approved by the Board of Directors on 24 september 2010 and signed on its 
behalf by:
 
 
Dr Ian Denley 
Chief executive o fficer
system C Healthcare pLC 2010
r eg in england no. 1754990 39
annual report and financial statements 2010 | System C
Compan Y statement o F CHan Ges In s Hare Ho LDers ’ eQu It Y
 
Share 
capital
£'000
Share 
premium 
account
£'000
Capital 
redemption 
reserve
£'000
Own
shares held 
in trust
£'000
Retained 
earnings
£'000
Total
equity
£'000
As at 31 May 2008 895 9,766 3,127 (1,235) 5,506 18,059
profit for the year -  -  -  - 3,225 3,225
s hare based payments charge - -  - - 105 105
Deferred tax - - - - 122 122
Issue of new shares 3   38   -   -   -  41 
Dividends - - - - (506) (506)
As at 31 May 2009 898 9,804 3,127 (1,235) 8,452 21,046
profit for the year - - - - 3,718 3,718
Hive-up - - - - 177 177
share based payments charge - - - - 228 228
Deferred tax - - - - (59) (59)
Issue of new shares 263  11,347   - (1,533) - 10,077
Dividends - - - - (794) (794)
As at 31 May 2010 1,161 21,151 3,127 (2,768) 11,722 34,393
Further details in respect of share capital and own shares held and reserves are given in n otes 17 and 19 to the 
financial statements. 40
System C | annual report and financial statements 2010
Compan Y Cas H FLo W statement
Year ended
31 May 2010
£'000
Year ended
31 May 2009
£'000
Cash flows from operating activities
Cash generated from operations 4,857 3,872
Finance costs - -
Income tax paid (1,157) (132)
n et cash generated by operating activities 3,700 3,740
Cash flows from investing activities
purchase of subsidiary undertakings (11,814) (490)
purchases of property, plant and equipment (343) (222)
purchase of intangible assets - (10)
Capitalised development costs (1,551) (1,174)
t ransfer of cash from subsidiaries 366 -
Finance income 265 845
n et cash used in investing activities (13,077) (1,051)
Cash flows from ﬁnancing activities
Issue of equity share capital 9,976 41
Dividends paid (794) (506)
n et cash generated/(used) in financing activities 9,182 (465)
Net (decrease)/increase in cash and cash equivalents (195) 2,224
Cash and cash equivalents at beginning of year 14,443 12,219
Cash and cash equivalents at end of year 14,248 14,443
Notes to the cash flow statement: Cash flows from operating activities
Year ended
31 May 2010
£'000
Year ended
31 May 2009
£'000
profit for the financial year 3,718 3,225 
taxation 923 930 
Finance income (264) (691)
Finance costs - 10 
profit from operations 4,377 3,474 
(Increase)/decrease in trade and other receivables (1,995) 56 
Increase/(decrease) in trade and other payables 1,046 (530)
n et movement on provisions (1) 37 
s hare based payments charge 228 105 
Depreciation of property, plant and equipment 207 278 
a mortisation of intangible assets 995 452 
Cash generated from operations 4,857 3,872  41
annual report and financial statements 2010 | System C
1. Principal accounting policies 
t he Company is a public limited company which is listed 
on the a lternative Investment market (‘a Im’) of the London 
s tock exchange and is incorporated and domiciled in the 
united Kingdom. 
t he principal accounting policies adopted in the preparation of 
these financial statements are set out below. unless otherwise 
stated, these policies have been applied to all years presented.
(a) Basis of preparation 
t he financial information for the year ended 31 may 2010 
has been prepared in accordance with International Financial 
r eporting standards (“IFrs ”) as adopted by the european 
union (“eu ”), International Financial r eporting Interpretations 
Committee (“IFr IC”) interpretations and with those parts of the 
Companies a ct 2006 applicable to companies reporting under 
IFrs . t he financial statements have been prepared under the 
historical cost convention.
a s permitted by section 408 of the Companies a ct 2006, 
no separate statement of comprehensive income has been 
presented in respect of the parent Company.  t he profit for the 
year dealt with in the financial statements of the Company was 
£3,718,000 (2009: £3,225,000).
t he preparation of financial statements in conformity with IFrs 
requires the use of estimates and assumptions that affect the 
reported amounts of assets and liabilities at the date of the 
financial statements and the reported amounts of revenues 
and expenses during the reporting period. a lthough these 
estimates are based on management’ s best knowledge of the 
amount, events or actions, the actual results ultimately may 
differ from those estimates.
(b) Basis of consolidation 
t hese financial statements consolidate the financial statements 
of the Company and all its subsidiary undertakings as at 31 may 
each year and are prepared under IFrs as adopted by the eu 
using consistent accounting policies. 
subsidiaries are all entities (including special purpose entities) 
over which the Group has the power to govern the financial 
and operating policies generally accompanying a shareholding 
of more than one half of the voting rights. t he existence and 
effect of potential voting rights that are currently exercisable or 
convertible are considered when assessing whether the Group 
controls another entity. 
subsidiaries are fully consolidated from the date on which 
control is transferred to the Group. t hey are de-consolidated 
from the date that control ceases.
t he purchase method of accounting is used to account for 
the acquisition of subsidiaries by the Group. t he cost of an 
acquisition is measured as the fair value of the assets given, 
equity instruments issued and liabilities incurred or assumed 
at the date of exchange, plus costs directly attributable to 
the acquisition. Identifiable assets acquired and liabilities and 
contingent liabilities assumed in a business combination are 
measured initially at their fair values at the acquisition date, 
irrespective of the extent of any minority interest. t he excess of 
the cost of acquisition over the fair value of the Group’ s share 
of the identifiable net assets acquired is recorded as goodwill. 
If the cost of acquisition is less than the fair value of the net 
assets of the subsidiary acquired, the difference is recognised 
directly in the statement of comprehensive income.
Inter-company transactions, balances and unrealised gains 
on transactions between Group companies are eliminated. 
unrealised losses are also eliminated but considered an 
impairment indicator of the asset transferred. a ccounting 
policies of subsidiaries have been changed where necessary to 
ensure consistency with the policies adopted by the Group.
(c) Adoption of new and revised standards 
t he following new standards and amendments to standards 
are mandatory for accounting periods beginning on or after 
1 June 2009:
Ias 1 (revised), ‘presentation of financial statements’. t he revised 
standard prohibits the presentation of items of income and 
expenses (that is ‘non-owner changes in equity’) in the statement 
of changes in equity , requiring non-owner changes in equity to 
be presented separately from owner changes in equity .
a ll non-owner changes in equity are required to be shown in a 
performance statement. 
entities can choose whether to present one performance 
statement (the statement of comprehensive income) or two 
statements (the income statement and the statement of 
comprehensive income).
t he Group has elected to present one statement: a statement 
of comprehensive income. 
IFrs 8, ‘o perating segments’. IFrs 8 replaces Ias 14, 
‘segmental reporting’.  It requires a ‘management approach’ 
under which segment information is presented on the same 
basis as that used for internal reporting purposes.  t his has not 
resulted in any changes to the reportable segments presented.
segments are reported in a manner consistent with the internal 
reporting provided to the chief operating decision-maker. 
notes to t He FInan CIa L statement s 42
System C | annual report and financial statements 2010
t he chief operating decision-maker has been identified as the 
Board that makes strategic decisions.
IFrs 2 (amendment) ‘share-based payment’. t his revision 
of an existing standard deals with vesting conditions and 
cancellations. It clarifies that vesting conditions are service 
conditions and performance conditions only. o ther features 
of a share-based payment are not vesting conditions. t his has 
resulted in no change to the share-based payments charge for 
the period.
a mendment to IFrs 7, ‘Financial instruments: Disclosures’ – 
t he amendment increases the disclosure requirements about 
fair value measurement and reinforces existing principles for 
disclosure about liquidity risk. t he amendment introduces a 
three-level hierarchy for fair value measurement disclosure and 
requires some specific quantitative disclosures for financial 
instruments in the lowest level of the hierarchy. In addition, the 
amendment clarifies and enhances existing requirements for 
the disclosure of liquidity risk primarily requiring a separate 
liquidity risk analysis for derivative and non-derivative 
financial liabilities. t his has not resulted in any changes to the 
disclosures in these financial statements.
t he following interpretations to published standards are 
mandatory for accounting periods beginning on or after 1 June 
2009 but are not relevant to the Group’ s operations:
IFr IC 9 ‘embedded derivatives’
IFr IC 13  ‘Customer loyalty programmes’
IFr IC 15 ‘a greements for the construction of real estate’
Ias 1 ‘presentation of financial statements’
Ias 23  ‘Borrowing costs’
Ias 32 ‘Financial instruments’  
(d) Standards, amendments and interpretations published 
by date of approval of these ﬁnancial statements which 
may be relevant but are not yet effective and have not 
been early adopted by the Group.
IFrs 3  r evised (Business combinations)
Ias 38  a mendment (Intangible assets)
Ias 39   a mendment (Financial instruments: r ecognition and 
measurement)
t he directors anticipate that the adoption of these standards 
and Interpretations in future periods will have no material 
impact on the financial statements of the Group in the 
coming year.
(e) Revenue recognition
r evenue is measured at the fair value of consideration received 
or receivable and represents amounts receivable for goods 
and services provided to third parties in the normal course 
of business during the period, net of value added tax and 
discounts and results from the principal activities of the Group. 
each element of revenue (described below) is recognised 
only when:
•	 Delivery 	 of 	 goods 	 or 	 pr ovision 	 of 	 services 	 has 	 occurr ed;
•	 The 	 consideration 	 r eceivable 	 is 	 fixed 	 or 	 determinable;
•	 Ther e 	 ar e 	 no 	 significant 	 vendor 	 obligations 	 r emaining; 	 and
•	 Collection 	 of 	 the 	 amount 	 due 	 fr om 	 the 	 customer 	 is 	 	 	
 reasonably assured.
r evenue from the sale of software licences is recognised 
in the statement of comprehensive income as the system 
modules are installed. typically the sale will match the project 
implementation timescale in accordance with specified 
contract milestones.
r evenue from the related implementation is recognised in the 
statement of comprehensive income proportionally over the 
implementation period as those services are provided.
r evenue from maintenance, support and other services is 
recognised over the contracted term of supply on a straight 
line basis.
Hardware revenue is recognised in line with, and approximates 
to, the depreciation charge on such assets, as capitalised 
within property, plant and equipment and disclosed as contract 
assets. 
r evenue from healthcare consultancy services is recognised 
when the service is delivered and approved by the client.
r evenue from social care products is recognised on the basis 
of work completed to the end of the accounting period and 
estimated work outstanding to complete the project. 
r evenue which has been recognised by the Group but has 
not been invoiced as at the period end is included within 
accrued income.
Invoices raised in advance of the provision of goods/services 
to customers are recorded in the balance sheet as deferred 
income and included within trade payables. such amounts 
are recognised in the statement of comprehensive income as 
those goods/services are provided to the customer.
notes to t He FInan CIa L statement s 43
annual report and financial statements 2010 | System C
(f) Interest receivable on contracts 
a n element of the amounts invoiced to certain customers 
in respect of contracts to supply electronic patient r ecords 
(“epr ”) systems and other ancillary items is disclosed within 
financial income as other interest. such amounts are based on 
the Group’ s net investment in the contracts taking into account 
payments received from the customer to date.
(g) Employee beneﬁts
Pension obligations
t he Group operates several stakeholder pension schemes and 
the assets of the schemes are held separately from those of the 
Group in independently administered funds. In addition to this 
the Group contributes to the personal pension plans of certain 
employees.  t he Group has no further obligations once the 
contributions have been paid.
t he pension cost charge for the period is reflected in 
the statement of comprehensive income and represents 
contributions payable to the defined contribution pension 
schemes plus amounts payable by the Group to the personal 
pension plans of certain employees based on a percentage of 
basic salary.
a ny shortfall or excess in the contributions payable by the 
Group in relation to the pension cost charge for the year are 
included in accruals or prepayments as appropriate.
Profit sharing and bonus plans
t he Group recognises a liability and an expense for bonuses/
profit sharing only where there is a contractual obligation 
or where there is a constructive obligation arising from past 
practice or other events that existed at the balance sheet date.
T ermination benefits
termination benefits are payable when employment is 
terminated by the Group before an individual’ s normal 
retirement date, or whenever an employee accepts voluntary 
redundancy in exchange for those benefits.  t he Group 
recognises termination benefits when it is demonstrably 
committed to either: terminating the employment of current 
employees according to a detailed formal plan without 
possibility 	 for 	 withdrawal; 	 or 	 pr oviding 	 termination 	 benefits 	 as	
a result of an offer made to encourage voluntary redundancy.  
Benefits falling due more than one year after the balance sheet 
date are discounted to their present value where material.
Share-based payments
t he Group operates both equity settled and cash settled share 
option schemes
For equity settled share options, the services received from 
employees are measured by reference to the fair value of the 
share options granted.
t he fair value is calculated at grant date and recognised in 
the statement of comprehensive income, together with a 
corresponding increase in shareholders’ equity, on a straight 
line basis over the vesting period, based on an estimate of the 
number of options that will eventually vest. Vesting conditions, 
other than market conditions, are not taken into account when 
estimating the fair value. a t each balance sheet date, the 
entity revises its estimates of the number of options that are 
expected to vest. It recognises the impact of the revision to 
original estimates, if any, in the statement of comprehensive 
income, with a corresponding adjustment to equity.
For cash settled arrangements, the services received from 
employees are measured at the fair value of the liability and 
recognised in the statement of comprehensive income on a 
straight line basis over the vesting period. t he fair value of 
the liability is measured at each balance sheet date and at the 
date of settlement with changes in fair value recognised in the 
statement of comprehensive income.
t he proceeds received, net of any directly attributable 
transaction costs, are credited to share capital (nominal value) 
and share premium when the options are exercised.
(h) Own shares held in trust 
t he Company’ s shares owned by t he system C Healthcare 
pLC employee Benefits t rust are presented as a reduction of 
shareholders’ equity (see n ote 19).
(i) Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits 
held at call with banks.
(j) Business combinations
Goodwill arising on a business combination is not amortised 
but tested for impairment on an annual basis. t he carrying 
value of goodwill is reduced by any impairment amount 
recorded.
Intangible assets arising on a business combination are 
separately identified and valued, and subject to amortisation 
over their estimated economic lives.
(k) Goodwill
Goodwill represents the excess of the cost of an acquisition 
over the fair value of the Group’ s share of the net identifiable 
assets of the acquired subsidiary at the date of acquisition. 
notes to t He FInan CIa L statement s 44
System C | annual report and financial statements 2010
Goodwill on acquisitions of subsidiaries is included in 
‘intangible assets’. Goodwill is tested annually for impairment 
and carried at cost less accumulated impairment losses. 
Impairment losses on goodwill are not reversed. Gains and 
losses on the disposal of an entity include the carrying amount 
of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose 
of impairment testing. t he allocation is made to those cash-
generating units or groups of cash-generating units that are 
expected to benefit from the business combination in which 
the goodwill arose identified according to operating segment.
(l) Property, plant and equipment 
a ll property, plant and equipment (“ppe”) is shown at 
original cost less accumulated depreciation and any 
accumulated impairment losses. t he residual values and 
useful lives are reviewed, and adjusted if appropriate, at 
each balance sheet date. 
Cost includes expenditure that is directly attributable to the 
acquisition of the items.
Depreciation on assets is calculated using the straight-line 
method to allocate the cost of each asset less its residual value, 
if any, over its estimated useful life, as follows:
•	 Leasehold 	 impr ovements	 Over 	 the 	 term 	 of 	 lease 
•	 Fixtur es 	 and 	 fittings	 3 	 to 	 5 	 years 
•	 Plant 	 and 	 equipment	 3 	 to 	 4 	 years	 
•	 Computer 	 equipment	 2 	 to 	 4 	 years 
•	 Contract 	 assets	 4 	 years 	 (included 	 in 	 cost 	 of 	 sales)
(m) Leases 
Leases of property, plant and equipment where the Group has 
substantially all the risks and rewards of ownership are classified 
as finance leases. Finance leases are capitalised at the lease’ s 
inception at the lower of the fair value of the leased asset 
and the present value of the minimum lease payments. each 
lease payment is allocated between the liability and finance 
expenses so as to achieve a constant rate on the finance 
balance outstanding. t he corresponding rental obligations, 
net of finance expenses, are included within borrowings. 
property, plant and equipment acquired under finance leases 
is depreciated over the shorter of the asset’ s useful life and the 
lease term.
Leases where the lessor retains substantially all the risks 
and rewards of ownership are classified as operating leases. 
payments made under operating leases (net of any incentives 
received from the lessor) are charged to the statement of 
comprehensive income on a straight-line basis over the period 
of the lease.
(n) Impairment of non-current assets
In accordance with Ias 36 “Impairment of assets” a review 
for impairment of non-current assets is carried out if events or 
changes in circumstances indicate that the carrying amount 
of such an asset may not be recoverable. Impairment reviews 
comprise a comparison of the carrying amount of the asset 
with its recoverable amount (the higher of net realisable value 
and value in use). to the extent that the carrying amount 
exceeds the recoverable amount, the asset is impaired 
and an impairment loss is recognised in the statement of 
comprehensive income.
(o) Intangible assets 
Customer contracts
existing customer contracts are capitalised at fair value as at 
the date of acquisition using the multi period excess earnings 
approach. t hey are carried at their fair value less accumulated 
amortisation and any accumulated impairment losses. 
a mortisation is calculated using the straight-line method 
to allocate the fair value of customer contracts over their 
estimated economic life of four to five years.
Software
software relates to the fair value of software acquired by the 
Group on purchase of subsidiary undertakings and the cost of 
internally developed software.
software acquired as part of a business combination is 
capitalised at fair value at the date of acquisition using the 
relief from royalty approach. such software is then carried at 
fair value less accumulated amortisation and any accumulated 
impairment losses. a mortisation is calculated using the 
straight-line method to allocate the fair value of the software 
over their estimated economic life of up to seven years.
Costs relating to the design and testing of new or improved 
software products are recognised as intangible assets from 
the point it is probable that the project will be a success, 
considering its commercial and technological feasibility, and 
costs can be measured reliably. software development costs 
primarily comprise employee costs and are amortised over the 
expected period over which the Group is expected to benefit 
from the capitalised asset and typically range between three 
and five years. 
notes to t He FInan CIa L statement s 45
annual report and financial statements 2010 | System C
Development costs that have initially been recognised as an 
expense in the statement of comprehensive income (as Ias 38 
criteria are not met), but where subsequently the Ias 38 criteria 
are deemed to have been satisfied, are not then recognised as 
an asset in a subsequent period.
r esearch expenditure on software is recognised as an expense 
in the statement of comprehensive income in the period in 
which it is incurred
Own software
o wn software relates to computer licences which have 
been purchased by the Group purely for use internally for 
operational purposes.
a cquired computer software licences purchased by the Group 
are capitalised on the basis of the costs incurred to acquire and 
bring into use the specific software. t hese costs are amortised 
over their estimated useful lives which typically do not exceed 
four years. Costs associated with developing and maintaining 
computer software programmes are recognised as an expense 
in the statement of comprehensive income as incurred.
Contract software 
Contract software relates to computer licences which are 
purchased by the Group and the software is installed and used 
externally by a third party at a client’ s site.
Contract software licences purchased by the Group are 
capitalised on the basis of the costs incurred to acquire 
and bring into use the specific software. t hese costs are 
amortised over their estimated useful lives which typically do 
not exceed four years. Costs associated with developing and 
maintaining contracted computer software programmes are 
recognised as an expense in the statement of comprehensive 
income as incurred.
(p) Investments 
In the Company’ s financial statements, investments in subsidiary 
undertakings are stated at cost less any impairment losses.
(q) Taxation including deferred tax 
Corporation tax, where payable, is provided on taxable profits 
at the current rate.
Deferred tax is provided on all temporary differences at the 
balance sheet date between the tax bases of assets and 
liabilities and their carrying amounts for financial reporting 
purposes.
Deferred tax assets are recognised for all deductible temporary 
differences, carry-forward of unused tax assets and unused 
tax losses, to the extent that it is probable that taxable profit 
will be available against which the deductible temporary 
differences, and the carry-forward of unused tax assets and 
unused tax losses can be utilised. t he carrying amount of 
deferred income tax assets is reviewed at each balance sheet 
date and reduced to the extent that it is no longer probable 
that sufficient taxable profit will be available to allow all or part 
of the deferred income tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax 
rates that are expected to apply to the year when the asset is 
realised or the liability is settled, based on tax rates (and tax 
laws) that have been enacted or substantively enacted at the 
balance sheet date. tax relating to items recognised directly 
in equity is recognised in equity and not in the statement of 
comprehensive income. 
(r) Deferred Consideration
Deferred consideration is based on management’ s estimate 
of the deferred consideration payable in respect of any 
businesses acquired by the Group. t his is reviewed at the 
end of each accounting period, to reflect any changes in the 
potential payments due.
(s) Provisions
In accordance with Ias 37 “provisions, contingent liabilities 
and contingent assets”, provisions for liabilities are recognised 
when the Group has a present legal or constructive obligation 
as a result of past events, and it is considered more likely than 
not that an outflow of resources will be required to settle that 
obligation, and the amount can be reliably estimated. t he 
expense relating to any provision is presented in the statement 
of comprehensive income net of any reimbursement.
provisions are measured at the present value of the directors’ 
best estimate of the expenditure required to settle the present 
obligation at the balance sheet date and discounted where the 
effect is considered material.
(t) Dividend distributions
Interim dividends in respect of equity shares are recognised in 
the financial statements in the period in which they are paid.
Final dividends in respect of equity shares are recognised in 
the financial statements in the period that the dividends are 
formally approved by the Company’ s members.
(u) Financial instruments
Financial assets and financial liabilities are recognised in the 
Group’ s balance sheet when the Group becomes a party to the 
contractual provisions of the instrument.
notes to t He FInan CIa L statement s 46
System C | annual report and financial statements 2010
Borrowings and borrowing costs
a ll borrowings are initially stated at the fair value of the 
consideration received after deduction of issue costs. Issue 
costs together with other finance costs such as premiums on 
redemption are charged to the statement of comprehensive 
income over the term of the borrowings and represent a 
constant proportion of the balance of capital repayments 
outstanding.
a ccrued finance costs attributable to borrowings are included 
in accrued charges within current liabilities, unless the finance 
cost is only repayable on redemption in which case the 
accrued finance costs are included within the carrying value of 
borrowings.
Trade receivables
t rade receivables are recognised initially at fair value and 
subsequently measured at amortised cost using the effective 
interest method, less provision for impairment. a provision 
for impairment of trade receivables is established when 
there is objective evidence that the Group will not be able 
to collect all amounts due according to the original terms of 
the receivables. significant financial difficulties of the debtor, 
probability that the debtor will enter bankruptcy or financial 
reorganisation, and default or delinquency in payments are 
considered indicators that the trade receivable is impaired. 
t he amount of the provision is the difference between the 
asset’s carrying amount and the present value of estimated 
future cash flows, discounted at the original effective interest 
rate. t he carrying amount of the asset is reduced through the 
use of an allowance account, and the amount of the loss is 
recognised in the statement of comprehensive income. When 
a trade receivable is uncollectible, it is written off against 
the allowance account for trade receivables. subsequent 
recoveries of amounts previously written off are credited in 
the statement of comprehensive income.
Trade payables
t rade payables are recognised initially at fair value and 
subsequently measured at amortised cost using the effective 
interest method.
(v) Share capital and share premium
o rdinary shares issued are shown as share capital at nominal 
value. t he premium received on the issue of shares in excess 
of the nominal value is credited to the share premium account 
and included within shareholders’ equity.
(w) Operating segments
o perating segments are reported in a manner consistent with 
the internal reporting provided to the chief operating decision-
maker. t he chief operating decision-maker, who is responsible 
for allocating resources and assessing performance of the 
operating segments, has been identified as the Board of the 
Group that makes strategic decisions.
o perating profit of each reporting segment includes revenue 
and expenses directly attributable or able to be allocated on 
a reasonable basis. segment assets and liabilities are those 
operating assets and liabilities directly attributable to or that 
can be allocated on a reasonable basis.
(x) Finance income and costs
a ll finance income and costs are recognised by the Group on 
the accruals basis and credited or charged to the statement of 
comprehensive income in the period to which it relates.
(y) Key areas of judgement
t he Group makes estimates and assumptions concerning 
the future. t he resulting accounting estimates will by 
definition, seldom equal the related actual results. t he 
estimates and assumptions that may have an element of risk 
causing an adjustment to the carrying amounts of assets and 
liabilities within the next year include those that relate to the 
capitalisation of development costs, deferred consideration,  
impairments of current and non -current assets and the 
components of the Group’s calculation for share-based 
payments.
r evenue recognition for social care products as noted under 
revenue recognition (n ote 1e) is a key area of judgement 
for management as it requires estimates of the degree of 
completion of a project.
notes to t He FInan CIa L statement s 47
annual report and financial statements 2010 | System C
2. Segmental information
management has determined the operating segments based on the reports reviewed by the Board (chief operating decision-
maker) that are used to make strategic decisions.
t he Group’s sole activity is the design, development and implementation of computer hardware and software. a ll operations 
are undertaken in the uK. 
t he directors consider it appropriate to analyse the results and financial position of the Group in three distinct segments as 
this reflects how the business is managed:
•	 	 The	Pr oducts 	segment 	r elates 	to	 the	business 	wher e	the 	Gr oup 	contracts	 dir ectly 	 with 	 local	NHS	 T rusts 	 and 	 other	clinical 	
or ganisations;
•	 	 The	Services 	segment 	r elates 	to	the 	business 	wher e	the 	Gr oup 	is	subcontracted	to 	perform	work	 on	behalf	of	other 	
or ganisations	wher e 	the	end	customer	 is	also	either 	the	 NHS	or	other 	clinical	 or ganisations;
•	 	 Development	and	Shar ed	Services	r elates 	 to	the	Gr oup’ s 	 central	r esear ch 	 and 	 development 	 activities	 and 	 support	services 	
provided to the products and services segments.
t he profit/(loss) before taxation of each segment includes any external revenue and expenses directly attributable to or able 
to be allocated to each such segment on a reasonable basis.
notes to t He FInan CIa L statement s
Year ended 31 May 2010
Products
£'000
Services
£'000
Development and 
Shared Services
£'000
Total
£'000
Revenue 20,551 17,756 - 38,307
Proﬁt/(loss) from operations 8,011 8,375 (11,288) 5,098
Finance income 211 - 56 267
Finance expense - - (4) (4)
Proﬁt/(loss) before taxation 8,222 8,375 (11,236) 5,361
taxation (charge)/credit (2,302) (2,345) 3,575 (1,072)
profit/loss for the year 5,920 6,030 (7,661) 4,289
total assets 6,264 4,937 34,025 45,226
total liabilities (4,519) (888) (3,475) (8,882)
Other segmentental disclosures
Capital expenditure - ppe 80 - 377 457
Capital expenditure - Intangible assets - - 1,570 1,570
Depreciation of tangible assets 92 - 207 299
a mortisation of intangible assets 1,363 72 259 1,694
share based payment charge - - 228 228
s egment assets and liabilities are those assets and liabilities directly attributable or which can be allocated to each of the 
aforementioned segments. 48
System C | annual report and financial statements 2010
notes to t He FInan CIa L statement s
Year ended 31 May 2009
Products
£’000
Services
£’000
Development and 
Shared Services
£’000
Total
£’000
Revenue 6,531 15,356  - 21,887
Proﬁt/(loss) from operations 3,135 7,002 (6,716) 3,421
Finance income 264  - 428 692
Finance expense -  - (11) (11)
Proﬁt/(loss) before taxation 3,399 7,002 (6,299) 4,102
taxation (charge)/credit (952) (1,961) 2,056 (857)
profit/loss for the year 2,447 5,041 (4,243) 3,245
total assets 3,267 4,222 20,568 28,057
total liabilities (1,328) (833) (3,776) (5,937)
Other segmental disclosures
Capital expenditure – property, plant and equipment 85 - 140 225
Capital expenditure - Intangible assets -  - 1,184 1,184
Depreciation of tangible assets 173  - 109 282
a mortisation of intangible assets 445   - 271 716
share-based payment credit  -   - 105 105
r eportable assets are reconciled to total assets as follows: 
 
2010
£'000
2009
£'000
s egmental assets for reportable segments 45,226 28,057
Unallocated 
Deferred tax assets 430 373
Total assets per balance sheet 45,656 28,430
r eportable liabilities are reconciled to total liabilities as follows: 
 
2010
£'000
2009
£'000
s egmental liabilities  for reportable segments 8,882 5,937
Unallocated 
Current tax liabilities 476 792
Deferred tax liabilities 1,674 818
Total liabilities per balance sheet 11,032 7,547
Information about Major Customers
t he following information relates to single external customers whose transactions during the period amount to 10% or more 
of the Group’s revenues.
r evenues of one customer of the product segment represents approximately £6,296,000 (16.44%) in 2009/10 of the Group’s 
total revenue.
r evenues of one customer of the service segment represents approximately £10,249,000 (26.75%) in 2009/10 of the Group’s 
total revenue. 49
annual report and financial statements 2010 | System C
notes to t He FInan CIa L statement s
Group Company
Y ear ended
31 May 2010 
Number
Y ear ended
31 May 2009 
Number
Y ear ended 
31 May 2010 
Number
Y ear ended 
31 May 2009 
Number
products 117 76 85 55
services 174 103 131 102
Development and shared services 49 27 35 26
340 206 251 183
Staff costs 
staff costs for the above persons during the year have been as follows:
Group Company
Year ended 
31 May 2010 
£’000
Year ended 
31 May 2009 
£’000
Year ended 
31 May 2010 
£’000
Year ended 
31 May 2009 
£’000
Wages and salaries 17,210 10,341 12,232 9,370
s ocial security costs 1,914 1,217 1,368 1,113
o ther pension costs (see below) 909 554 741 515
Staff costs excluding share-based payment charge 20,033 12,112 14,341 10,998
share-based payment charge (n ote 18) 228 105 228 105
Total staff costs 20,261 12,217 14,569 11,103
3. Employee and director costs
Staff numbers
t he average monthly number of people (including executive Directors) employed during the year is as follows: 50
System C | annual report and financial statements 2010
4. Finance income and costs
Key Management Compensation
Key management comprises those individuals involved in major strategic decision making and includes all directors of 
the parent Company as well as senior management, which refers to those employees who are not directors of the parent 
Company, but who have an influence on the operational and strategic direction of the business. 
notes to t He FInan CIa L statement s
Group and Company Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
s alaries and short-term benefits 1,446 1,359
post retirement benefits 70 69
s hare based payment 141 65
1,657 1,493
                                                                                                                                     Group
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Interest receivable on bank and short term deposits 56 428
o ther interest 211 264
Finance income 267 692
Interest payable on bank loans and overdrafts (4) (1)
unwinding of discount on deferred consideration - (10)
Finance costs (4) (11)
Net Finance Income 263 681
Pensions 
t he Group operates stakeholder pension schemes in which all employees are eligible to participate from the commencement 
of their employment. t he funds are invested with Friends provident and are separately held and administered. In addition to 
this arrangement the Group also contributes to the personal pension schemes of certain employees.
employee contributions to the stakeholder pension scheme/personal pension schemes of employees are matched by the 
Group to a maximum of 4% (or up to 10% in the case of certain senior executives and directors) of eligible salary costs. t here 
are no other post retirement benefit arrangements for employees of the Group.
Share Options 
o nly one executive Director exercised share options during the year and the aggregate amount of the gains was £82,500.
t he highest paid executive Director (Dr Ian Denley) did not exercise any share options during this period. 51
annual report and financial statements 2010 | System C
5. Proﬁt before taxation
t he following items have been included in arriving at profit before taxation:
In addition to the research and development expenditure disclosed above, £1,570,000 was capitalised in respect of software 
development in accordance with Ias 38 (2009: £1,174,000).
notes to t He FInan CIa L statement s
                                                                                                                                       Group
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
s taff costs excluding share-based payments (note 3) 20,033 12,112
s hare-based payments charge (note 3) 228 105
r esearch and development expenditure 3,912 1,880
Depreciation of property, plant and equipment:
- Contract assets 92 173
- o ther assets 207 109
a mortisation of intangible assets: 1,694 733
o perating lease rentals:
- Land and buildings 461 221
- motor vehicles and other leases 60 50
      Group
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Audit services
Fees payable to the Group’s auditor for the audit of the Group and parent 
Company financial statements 82 69
Fees payable to the Group’s auditor for the audit of the financial statements of 
the subsidiaries 23 25
Non-audit services
Fees payable for services relating to taxation - 24
Fees payable for other regulatory reporting - 58
Fees payable for services relating to acquisitions 76 -
Services provided by the Company’s auditors
During the year the Group obtained the following services from its auditor at cost as detailed below: System C | annual report and financial statements 2010
52
(b) Factors affecting the tax charge for the year
The total tax charge for the year differs from the standard rate of UK Corporation Tax of 28% (2009: 28%) 
as explained below:
NOTES TO THE FINANCIAL STATEMENTS
6. Taxation
(a) Analysis of tax charge in the year
      Group
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Current tax
UK corporation tax on profits for the year at 28% 1,056 790
Adjustments in respect of prior years (188) (25)
868 765
Deferred tax
Origination and reversal of temporary differences 196 245
Adjustment in respect of prior years 8 (153)
204 92
Total tax charge in the statement of comprehensive income 1,072 857
Tax on items credited/(charged) to equity:
Deferred tax on share-based payment 59 (122)
    Group
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Profit before taxation 5,361 4,102
Profit before taxation multiplied by the standard rate 
of corporation tax in the UK of 28% (2009: 28%)
1,502 1,149
Permanent differences 70 64
Additional deduction for research and development expenditure (298) (154)
Tax relief for share option exercises (19) (22)                    
Adjustments in respect of prior years - current tax (188) (25)
Adjustments in respect of prior years - deferred tax 8 (153)
Rate differences on current tax (3) (2)
Total tax charge per accounts 1,072 857 annual report and financial statements 2010 | System C
53
(c) Current tax liability
NOTES TO THE FINANCIAL STATEMENTS
Group Company          
Year ended
31 May 2010
 £’000
Year ended
31 May 2009
£’000
Year ended
31 May 2010
    £’000
Year ended
31 May 2009
£’000
UK corporation tax liability
At 1 June 792 162 728 133
Arising on acquisitions 66 8          82 -
Charged to statement of comprehensive income 
during the year
868      765 668 727
Paid during the year (1,250) (143) (1,157)        (132)
At 31 May 476 792 321 728
(d) Deferred tax reconciliation
   Group   Company
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Year ended
31 May 2010
£’000
Year ended
31 May 2009
 £'000
Net (liability)/asset at 1 June (445) (391) (58) 23
Deferred tax arising on acquisitions (895) (84) 7 -
Deferred tax assets of acquisitions 361 - - -
Charged to statement of comprehensive 
income during the year
(204) (92) (255) (203)
(Debited)/credited to shareholders' equity (59) 122 (59) 122
At 31 May (1,242) (445) (365) (58) System C | annual report and financial statements 2010
54
(e) Analyses of deferred tax balances in the balance sheet
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred 
tax assets because it is probable that those assets will be recovered.
Of the £432,000 of deferred tax assets recognised within the Group as at 31 May 2010, £164,000 is due to be recovered within 
the next 12 months and the remaining £268,000 is due to be recovered after more than 12 months.
The total of deferred tax assets recognised within the Company as at 31 May 2010 is £281,000 of which £19,000 is due to be 
recovered within the next 12 months and the remaining £262,000 is due to be recovered after more than 12 months.
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to 
settle the balances net.
NOTES TO THE FINANCIAL STATEMENTS
        Group     Company
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Deferred tax asset:
Depreciation in excess of accelerated 
capital allowances
112 136 105 134
Unutilised losses 140 36 - -
Share options 157 201 157 202
Short term timing differences 23 - 19 9
432 373 281 345
Deferred tax liability:
Short term timing differences (645) (436) (645) (394)
Intangible assets (1,029) (382) - -
(1,674) (818) (645) (394)
Net deferred tax (1,242) (445) (364) (49) annual report and financial statements 2010 | System C
55
7. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average 
number of ordinary shares outstanding during the year, excluding those that are held in the employee share trust, which are 
treated as cancelled.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of 
all dilutive potential ordinary shares that have satisfied the appropriate criteria as at 31 May 2010.
A reconciliation between the weighted average number of shares used in the calculations of basic and diluted earnings per 
share is set out below:
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 May 2010 Year ended 31 May 2009
Earnings
£’000
Weighted 
average 
number of 
shares
Number
Per share 
amount
Pence
Earnings
£’000
Weighted 
average 
number of 
shares
Number
Per share 
amount
Pence
Basic EPS
Total number of shares 110,682,225 89,577,587
Less: shares in Employee 
Benefit Trust
(5,387,741) (2,287,741)
Earnings attributable to 
ordinary shareholders
4,289 105,294,484 4.07 3,245 87,289,846 3.72
Effect of dilutive shares 3,104,035 (0.11) 1,395,956 (0.06)
Diluted EPS 4,289 108,398,519 3.96 3,245 88,685,802 3.66 System C | annual report and financial statements 2010
56
NOTES TO THE FINANCIAL STATEMENTS
8. Goodwill
Business combinations have had their intangible assets separately identified and any remaining goodwill has been capitalised 
separately in accordance with IFRS 3 “Business Combinations”.  Goodwill is tested annually for impairment.
On 15 July 2009 System C Healthcare PLC purchased LiquidLogic Limited which created goodwill of £5,693,000.
On 7 October 2009 System C Healthcare PLC purchased Conscia Enterprise Systems Limited which created goodwill of £760,000. 
The adjustment to cost relates to a reduction in the deferred consideration payable to Bluestar UK Group Limited of £299,000 
and £24,000 in respect of an increase in the fair value of intangibles resulting from the finalising of the acquisition accounting for 
Bluestar UK Group Limited.
The hive-up of Care Records Limited, IQ Systems Services Limited and Bluestar UK Group Limited during the year resulted in the 
creation of goodwill in System C company of £1,983,000.
Impairment tests for Goodwill
An impairment review of the goodwill above has not identified any impairment of goodwill.
The goodwill has been allocated in its entirety to the System C Group as it is not separately identifiable due to the integrated nature of 
the products and resources. The goodwill has been allocated based on synergies each segment is expected to gain from the business 
combinations as well as the benefits of an integrated product range based on the Microsoft technology platform.
The recoverable amounts were based on value in use. The key assumptions in the value in use calculations are those 
regarding the discount and growth rates. The discount rate assumed is 15% using pretax rates that reflect the current market 
assessments of the time value of money and the risks specific in the business using budgets approved by the management 
for the financial year 2009/10 and forecasts for two years beyond that. Cash flows beyond three years are based on a 
growth rate of between 5 and 10%. The key assumptions apply for Bluestar UK Group Limited, Care Records Limited, IQ Systems 
Services Limited, Conscia Enterprise Systems Limited and LiquidLogic Limited as their risk profiles are considered to be similar. 
Management do not foresee any reasonably possible change in key assumptions which would make an impairment necessary.
As the value in use is greater than the carrying value there is no impairment in the year and the carrying value of goodwill 
represents the excess of consideration over the fair value of the Group’ s share of the net identifiable assets of the acquired 
subsidiaries at the date of acquisition.
Group £’000
Cost and net book amount
At 1 June 2009 2,306
Additions arising from acquisitions in the year (note 21) 6,453
Revisions arising from acquisitions in prior years (note 21) (323)
At 31 May 2010 8,436
Group £’000
Cost and net book amount
At 1 June 2008 1,884
Additions arising from acquisitions in the year (note 21) 812
Revisions arising from acquisitions in prior years (note 21) (390)
At 31 May 2009 2,306 annual report and financial statements 2010 | System C
57
NOTES TO THE FINANCIAL STATEMENTS
9. Intangible assets
Group
Customer
contracts
£’000
Software
£’000
Own
software
£’000
Contract
software
£’000
Total
£’000
Cost
At 1 June 2009 238 3,967 128 146 4,479
Additions at cost - 1,570 - - 1,570
Acquisitions (see note 21) 1,836 1,384 1 - 3,221
Disposals - - (5) (5) (10)
At 31 May 2010 2,074 6,921 124 141 9,260
Accumulated amortisation
At 1 June 2009 97 1,096 122 144 1,459
Charged in the year 449 1,242 3 - 1,694
Disposals - - (5) (5) (10)
At 31 May 2010 546 2,338 120 139 3,143
Net book value
At 31 May 2010 1,528 4,583 4 2 6,117
At 31 May 2009 141 2,871 6 2 3,020
Company
Customer
contracts
£’000
Software
£’000
Own
software
£’000
Contract
software
£’000
Total
£’000
Cost
At 1 June 2009 - 2,243 128 146 2,517
Additions at cost - 1,551 - - 1,551
Asset transfer 172 1,339 - - 1,511
Disposals - - (5) (5) (10)
At 31 May 2010 172 5,133 123 141 5,569
Accumulated amortisation
At 1 June 2009 - 747 122 144 1,013
Charged in the year - 993 2 - 995
Asset transfer 48 9 - - 57
Disposals - - (5) (5) (10)
At 31 May 2010 48 1,749 119 139 2,055
Net book value
At 31 May 2010 124 3,384 4 2 3,514
At 31 May 2009 - 1,496 6 2 1,504
Software relates to the cost of internally developed software and the fair value of software acquired by the Group on the 
purchase of subsidiary undertakings. 
The asset transfer relates to the hive-up of subsidiaries as referred to in Note 11. System C | annual report and financial statements 2010
58
NOTES TO THE FINANCIAL STATEMENTS
Group
Customer
contracts
£’000
Software
£’000
Own
software
£’000
Contract
software
£’000
Total
£’000
Net book value
Internally generated assets - 1,496 - - 1,496
Other intangible assets 141 1,375 6 2 1,524
At 31 May 2009 141 2,871 6 2 3,020
Internally generated assets - 823 - - 823
Other intangible assets 1,387 889 (2) - 2,274
At 31 May 2010 1,528 4,583 4 2 6,117
Material intangible assets
The development costs that have been capitalised for work undertaken on the Medway software are considered to be 
material to the financial statements and the group policy is to amortise these costs over a period of five years. 
As at 31 May 2010 the total carrying amount for this asset is £2,166,038, of which £401,436 has two-and-a-half years of 
amortisation remaining, £640,644 has three years remaining and £1,123,958 will be amortised over the next four years.
The net book value of the intangible assets can be classified as follows:  annual report and financial statements 2010 | System C
59
NOTES TO THE FINANCIAL STATEMENTS
Amortisation is charged to the following lines in the statement of comprehensive income:
               Group
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Cost of sales 748 442
Administration and general overheads 946 274
1,694 716
Group
Customer
contracts
£’000
Software
£’000
Own
software
£’000
Contract
software
£’000
Total
£’000
Cost
At 1 June 2008 212 2,517 120 144 2,993
Additions at cost - 1,174 8 2 1,184
Acquisitions (see note 21) 26 276 - - 302
At 31 May 2009 238 3,967 128 146 4,479
Accumulated amortisation
At 1 June 2008 45 446 110 142 743
Charged in the year 52 650 12 2 716
At 31 May 2009 97 1,096 122 144 1,459
Net book value
At 31 May 2009 141 2,871 6 2 3,020
At 31 May 2008 167 2,071 10 2 2,250
Company
Software
£
Own
software
£
Contract
software
£
Total
£
Cost
At 1 June 2008 1,069 120 144 1,333
Additions at cost 1,174 8 2 1,184
At 31 May 2009 2,243 128 146 2,517
Accumulated amortisation
At 1 June 2008 309 110 142 561
Charged in the year 438 12 2 452
At 31 May 2009 747 122 144 1,013
Net book value
At 31 May 2009 1,496 6 2 1,504
At 31 May 2008 760 10 2 772 System C | annual report and financial statements 2010
60
NOTES TO THE FINANCIAL STATEMENTS
10. Property, plant and equipment
Group
Leasehold
improvements
£'000
Fixtures &
fittings
£'000
Plant &
equipment
£'000
Computer
equipment
£'000
Contract
assets
£'000
Total
£'000
Cost
At 1 June 2009 181 170 99 599 3,314 4,363
Additions 39 21 4 313 80 457
Acquisitions - 31 - 96 - 127
Disposals - (4) (44) (266) (289) (603)
At 31 May 2010 220 218 59 742 3,105 4,344
Accumulated depreciation
At 1 June 2009 181 156 65 450 3,131 3,983
Charge for the year 4 25 21 158 91 299
Disposals - (4) (44) (266) (289) (603)
At 31 May 2010 (185) (177) (42) (342) (2,933) (3,679)
Net book amount
At 31 May 2010 35 41 17 400 172 665
At 31 May 2009 - 14 34 149 183 380
Company
Leasehold
improvements
£'000
Fixtures & 
fittings
£'000
Plant & 
equipment
£'000
Computer 
equipment
£'000
Contract 
assets
£'000
Total
£'000
Cost
At 1 June 2009 181 164 69 597 3,314 4,325
Additions - 2 - 261 80 343
Asset transfer - 8 76 - - 84
Disposals - (4) (44) (266) (289) (603)
At 31 May 2010 181 170 101 592 3,105 4,149
Accumulated depreciation
At 1 June 2009 181 154 56 450 3,131 3,972
Charge for the year - 12 7 97 91 207
Asset transfer - 4 65 - - 69
Disposals - (4) (44) (266) (289) (603)
At 31 May 2010 181 166 84 281 2,933 3,645
Net book amount
At 31 May 2010 - 4 17 311 172 504
At 31 May 2009 - 10 13 147 183 353 annual report and financial statements 2010 | System C
61
NOTES TO THE FINANCIAL STATEMENTS
     Group
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Cost of sales 92 173
Administration and general overheads 207 109
299 282
Group
Leasehold
improvements
£'000
Fixtures & 
fittings
£'000
Plant & 
equipment
£'000
Computer 
equipment
£'000
Contract 
assets
£'000
Total
£'000
Cost
At 1 June 2008 181 166 73 467 3,229 4,116
Additions - 3 5 132 85 225
Acquisitions - 1 21 - - 22
At 31 May 2009 181 170 99 599 3,314 4,363
Accumulated depreciation
At 1 June 2008 173 138 53 379 2,958 3,701
Charge for the year 8 18 12 71 173 282
At 31 May 2009 181 156 65 450 3,131 3,983
Net book amount
At 31 May 2009 - 14 34 149 183 380
At 31 May 2008 8 28 20 88 271 415
Company
Leasehold
improvements
£'000
Fixtures &
fittings
£'000
Plant &
equipment
£'000
Computer 
equipment
£'000
Contract
assets
£'000
Total
£'000
Cost
At 1 June 2008 181 164 64 465 3,229 4,103
Additions - - 5 132 85 222
At 31 May 2009 181 164 69 597 3,314 4,325
Accumulated depreciation
At 1 June 2008 173 137 47 379 2,958 3,694
Charge for the year 8 17 9 71 173 278
At 31 May 2009 181 154 56 450 3,131 3,972
Net book amount
At 31 May 2009 - 10 13 147 183 353
At 31 May 2008 8 27 17 86 271 409
Depreciation is charged to the following lines in the statement of comprehensive income: System C | annual report and financial statements 2010
62
  
NOTES TO THE FINANCIAL STATEMENTS
11. Investments
Company
Interests in subsidiary undertakings
£’000
Cost and net book amount at 1 June 2009 3,776
Transfer of trade and assets (3,647)
Additions 11,290
Cost and net book amount at 31 May 2010 11,419
Cost and net book amount at 1 June 2008 2,992
Additions 784
Cost and net book amount at 31 May 2009 3,776
The deduction from investments represents the trade and assets that were transferred to System C Healthcare PLC during the period. 
These were as follows:
£719,000 of trade and assets were transferred to the Company on 1 June 2009, this represents the ‘hive-up’ of Care Records Limited.  
£1,805,000 of trade and assets were transferred to the Company on 1 July 2009, this represents the ‘hive-up’ of IQ Systems 
Services Limited.
£1,123,000 of trade and assets were transferred to the Company on 31 May 2010, this represents the ‘hive-up’ of Bluestar UK 
Group Limited.
This has created goodwill of £1,983,000 in the Company balance sheet and has no effect on the Group balance sheet.
The additions comprise of £10,433,611 in respect of LiquidLogic Limited, £856,000 in respect of Conscia Enterprise 
Systems Limited.
The additions comprise of £1,124,000 in respect of Bluestar UK Group Limited and a reduction of £340,000 in the deferred 
consideration paid to IQ Systems Services Limited. annual report and financial statements 2010 | System C
63
NOTES TO THE FINANCIAL STATEMENTS
Country of
incorporation
Description of
shares held
Proportion of nominal value 
of shares held
Group Company
% %
Conscia Enterprise Systems Limited Great Britain Ordinary 100 100
LiquidLogic Limited Great Britain Ordinary 100 100
LiquidLogic Limited provides software and related services to the social care sector whilst Conscia Enterprise Systems Limited specialises 
in providing premium web applications, including e-commerce and mobile solutions, to both the private and public sectors.
Principal subsidiary undertakings 
Details of the principal subsidiary undertakings of the Company, which are included in these consolidated financial statements, are 
set out below: System C | annual report and financial statements 2010
64
NOTES TO THE FINANCIAL STATEMENTS
12. Trade and other receivables
Group Company
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Current:
Trade receivables 5,861 3,348 4,149 2,229
Other receivables 36 49 36 481
Prepayments 605 508 401 465
Accrued income 4,732 3,530 4,469 3,498
Total current 11,234 7,435 9,055 6,673
31 May 2010 31 May 2009 31 May 2010 31 May 2009
£’000 £’000 £’000 £’000
Non-current:
Accrued income 176 213 176 213
Total non-current 176 213 176 213
All the trade and other receivables in the year were paid in pound sterling.
The maximum exposure to credit risk at the reporting date is the carrying value of the accounts receivable disclosed above. 
The Group does not hold any collateral as security.
Group Company
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Gross trade receivables can be 
analysed as follows:
Fully performing 4,417 1,728 3,475 1,294
Past due 1,444 1,620 674 935
5,861 3,348 4,149 2,229
Ageing of past due and not
impaired receivables:
1 to 90 days 1,347 1,601 641 929
Over 90 days 97 19 33 6
1,444 1,620 674 935
Of the £1.3m Group receivables aged between 1 to 90 days, £259,000 remains outstanding post year-end. Only £2,000 of the 
receivables over 90 days remains outstanding post year-end. annual report and financial statements 2010 | System C
65
NOTES TO THE FINANCIAL STATEMENTS
13. Cash and cash equivalents
14. Trade and other payables
15. Provisions
        Group        Company
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Cash at bank and in hand 18,596 14,703 14,248 14,443
18,596 14,703 14,248 14,443
        Group        Company
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
Current:
Trade payables 1,392 557 681 468
Taxation and social security 2,160 1,357 1,856          1,094
Accruals 2,437 2,042 1,781 1,840
Deferred income 2,750 916 972 663
Other creditors 3 - - -
8,742 4,872 5,290 4,065
Group and Company
Property
dilapidations
£’000
National Insurance
provision for 
share-based payments
£’000
Total
£’000
At 1 June 2009 91 50 141
Charged during the year 20 - 20
Utilised in year - (21) (21)
At 31 May 2010 111 29 140
A dilapidations provision is recognised for the present value of costs to be incurred to return the leasehold properties to their 
original form, this is being built up over the period to the next break clauses within the relevant lease.
The leases relate to the properties in Warrington, Maidstone and Wrotham Heath. The lease for Warrington is due to expire on 
30 November 2010 and the current provision for this is £50,558. The lease on the Maidstone premises expires in 2014, however 
there was a review dated September 2009 and negotiations regarding this are still ongoing. The current provision for this is £50,494.  
The lease at Wrotham Heath is for a period of 5 years from 1 December 2008 with a 3 year break option, the provision for this 
property is currently £10,242.
The National Insurance provision is expected to be utilised as employees exercise share options.
All the trade and other payables in the year were paid in pound sterling. System C | annual report and financial statements 2010
66
NOTES TO THE FINANCIAL STATEMENTS
16. Financial Instruments
The Group’s accounting policies in respect of financial 
instruments is given in Note 1(u).
The Group’s financial liabilities comprise trade and other 
payables.
The Group’s financial assets comprise cash and cash 
equivalents (amounts on short term deposit which are 
repayable within three months without penalty), trade 
receivables and other receivables which arise directly from 
its operations.
The Group does not enter into derivative transactions (such 
as interest rate swaps and forward contracts), and it is, and 
has been throughout the year under review, the Group’s 
policy that no trading in financial instruments shall be 
undertaken.
The Group has not engaged in any foreign currency 
transactions during the year and accordingly all information 
in respect of financial instruments relates to items 
denominated entirely in Sterling.
The main risks arising from the Group’ s financial instruments are 
interest rates on financial assets risk and credit risk. The Board 
reviews and agrees policies for managing each of these risks as 
summarised below:
Interest rate risk on financial assets and liabilities 
The Group’s interest rate risk arises from bank deposits, 
or borrowings where necessary. It is the Group’s policy to 
maintain a mixture of variable and fixed interest rates in order 
to mitigate any potential exposure.
Credit risk 
The Group’s primary credit risk is attributable to its trade 
receivables. It has policies in place to ensure sales are made 
to customers with appropriate credit histories.
Credit risk is further minimised within the Group by 
depositing cash across numerous institutions thereby 
reducing the possibility that funds will not be returned to the 
depositor due to insolvency.
Borrowing facilities 
The Group had no undrawn committed borrowing facilities 
during the year (2009: £nil).
Fair values of non-derivative financial assets and liabilities 
Where market values are not available, fair values have 
been calculated by discounting expected cash flows at 
appropriate rates of interest. Set out below is a summary 
of methods and assumptions used for each category of 
financial instruments.
   Group Company
31 May 2010 31 May 2009 31 May 2010 31 May 2009
Book  
value 
£’000
Fair 
value 
£’000
Book 
value 
£’000
Fair 
value 
£’000
Book 
value  
£’000
Fair 
value 
£’000
Book 
value 
£’000
Fair 
value 
£’000
Primary financial instruments 
held or issued to finance the 
Company’s operations:
Trade and other payables (current) (1,392) (1,392) (557) (557) (681) (681) (468) (468)
Deferred consideration (current) - - (326) (326) - - (326) (326)
Deferred consideration
(non-current)
- - (598) (598) - - (598) (598)
Trade and other receivables 
(current)
5,861 5,861 3,348 3,348 4,149 4,149 2,229 2,229
Amounts due from subsidiary 
undertakings (current)
- - - - 129 129 465 465
Cash and cash equivalents 18,596 18,596 14,703 14,703 14,248 14,248 14,443 14,443 annual report and financial statements 2010 | System C
67
NOTES TO THE FINANCIAL STATEMENTS
Summary of methods and assumptions 
Trade and other receivables/payables and cash and  
cash equivalents 
The fair value of the current portion of such amounts is 
deemed to equate to the book value as such items can be 
realised or fall due for payment in less than one year.  
Cash and cash equivalents are deposited with banks or 
similar institutions and attract a variable rate of interest 
based on market rates. The fair value is deemed to equate 
to the cash values deposited.
The fair value of the non-current portion of trade and other 
receivables has been calculated by discounting the balance 
by 8%. 
Capital risk management 
The Group’s objectives when managing capital are to 
safeguard the Group’s ability to continue as a going concern 
in order to generate returns for shareholders and benefits 
for other stakeholders and to maintain an optimum capital 
structure for investment.
In order to maintain or adjust the capital structure, the 
Group may adjust the amount of dividends paid to 
shareholders, return capital to shareholders, issue new 
shares or sell assets to reduce net debt or increase net cash.
17. Share Capital
The increase in share capital is mainly represented by an issue of 25,000,000 ordinary 1p shares from an institutional placing. The 
placing raised proceeds of £11,273,409 (net of placing costs of £726,591) which resulted in a credit of £250,000 to the share capital 
account and £11,023,409 to the share premium account. A loan of £1,533,018 from the placing proceeds was used to fund the 
purchase of 3,100,000 ordinary 1p shares by the System C Healthcare PLC Employee Benefit Trust resulting in a net cash flow of 
£9,740,391 to the Group. These shares were admitted to AIM on 5 August 2009.
166,667 ordinary 1p shares were issued in part settlement of the earn-out payment of Bluestar UK Group Limited (note 21). This 
resulted in a credit of £1,667 to the share capital account and £99,166 to the share premium account. These shares were admitted 
to AIM on 15 October 2009.
The remaining 1,124,069 ordinary shares were issued during the year as a result of the exercise of share options as disclosed in 
Note 18. The total cash consideration received on the exercise of such options was £235,308 which resulted in a credit of £11,240 
to the share capital account and £224,068 to the share premium account.
Group and Company
Authorised:
31 May 2010 31 May 2009
Number £’000 Number £’000
1p ordinary shares 405,000,000 4,050 405,000,000 4,050
31 May 2010 31 May 2009
Allotted, called up and fully paid: Number £’000 Number £’000
1p ordinary shares
- At beginning of year 89,838,464 898 89,548,464 895
- Allotments 26,290,736 263 290,000 3
- At end of year 116,129,200 1,161 89,838,464 898 System C | annual report and financial statements 2010
68
NOTES TO THE FINANCIAL STATEMENTS
18. Share-based payment
Share-based payment incentives have been granted to certain 
employees  to acquire ordinary shares of 1p each under The 
System C Healthcare PLC Employee Share Option Scheme, 
The System C Healthcare PLC Enterprise Management 
Incentive Scheme, the System C Healthcare PLC Company 
Share Option Plan, The System C Healthcare PLC Sharesave 
Plans and various stand alone option agreements.
(a) The System C Healthcare PLC Employee Share Option 
Scheme (“ESOS”) 
This scheme provides for the grant of unapproved options to 
acquire ordinary shares in the Company to employees and 
executive directors of the Group.
Options were granted with an exercise price equal to the 
market value of the shares at the time of grant and in relation 
to options to subscribe for shares, the exercise price could not 
be less than the nominal value of the shares.
Under the rules of the Unapproved Scheme the Unapproved 
Options become exercisable between the third and tenth 
anniversary of the relevant date of grant (unless otherwise 
stated in the relevant Option Certificate). As a condition 
of exercise, the Unapproved Option Holders must make a 
payment to the Company of the aggregate exercise price due. 
Income tax and employee National Insurance Contributions 
will be due on exercise of the Unapproved Options which must 
be recovered from the Option Holders. Employer’ s National 
Insurance contributions will be payable by the Group on the 
exercise of such options by an employee.
(b) The System C Healthcare PLC Enterprise Management 
Incentive Scheme (“EMI”) 
The Company entered into agreements for the grant of 
Enterprise Management Incentive options to certain of its 
key executives and employees subject to the EMI legislation 
over ordinary shares in the Company. The EMI Plan rules were 
adopted by the Company on 16 January 2008.
In January 2008, options were granted under the EMI Scheme 
to the Executive Directors, subject to the EMI legislation over 
ordinary shares in the Company. 
The price at which the options were granted, was based on 
average market value on the date of grant. This method was 
approved by HMRC.
The conditions of the EMI provide that the options be granted 
on terms that their exercise will be subject to the satisfaction 
of performance criteria. The Board will be required to be 
satisfied that over a period of three years commencing on the 
date of grant of the option there has been an increase in the 
Company’ s earnings per share, after inflation (RPI) of 4%. 
The EMI option holders must make a payment to the Company 
of 29.5 pence to exercise the options, together with a payment 
(or evidence satisfactory to the Board of arrangements for the 
payment) of any tax and employee National Insurance liability 
due on exercise of the EMI Options.
(c) The System C Healthcare PLC Company Share Option 
Plan (“CSOP(a)”) 
The CSOP was adopted on 2 June 2005 and is split into two 
parts:
Part I 
Part I of the CSOP has been approved by HMRC under 
Schedule 4 to the Income Tax (Earnings and Pensions) Act 
2003 and provides for the grant of approved options.  
This scheme is open to all employees of the Group and 
those executive directors that are required to work not less 
than 25 hours per week.
The conditions of the CSOP provide that options may be 
granted on terms that their exercise will be subject to the 
satisfaction of performance criteria following admission to AIM 
that earnings per share increases (on average) over three years 
by 4% per annum above the growth in the Retail Price Index. 
A number of share options granted throughout the period 
were subject to a performance criterion of a sliding scale of 
increase in EPS after inflation, starting at 4% pa from the start 
to the end of the 3 years and finishing at 8% pa. Options may 
be granted on terms that their exercise will be subject to the 
option holder paying any Employee’ s National Insurance 
liability arising pursuant to the exercise.  Additionally, options 
may be granted by the trustees of the Group’ s employee 
benefit trust.
The price at which an option holder may acquire ordinary 
shares on the exercise of an option is determined by the Board, 
but shall be not less than the greater of the market value of an 
ordinary share at the time of grant and its nominal value. annual report and financial statements 2010 | System C
69
NOTES TO THE FINANCIAL STATEMENTS
No option may be granted to an eligible employee under 
Part I which would result in the aggregate exercise prices of 
ordinary shares comprised in all outstanding options granted 
to him/her under the CSOP when aggregated with outstanding 
options held under any HMRC approved executive share 
option scheme established by the Group exceeding the 
HMRC limit (currently £30,000).  In addition, (both under Part 
I and Part II) the aggregate exercise price of options granted 
to an individual under any discretionary share option scheme 
operated by the Group in any calendar year shall not exceed 
one times his/her annual salary for that year (ignoring, where 
relevant, options to rights to acquire shares granted before or 
on admission of the Company’ s ordinary shares to AIM).
Options will normally only be exercisable by an option holder 
who is still an eligible employee of the Group after the third 
anniversary of its date of grant and before the tenth anniversary 
of its date of grant.
Earlier exercise is permitted if the option holder dies or 
leaves the Group through injury, disability, redundancy 
or retirement on or after reaching the age of 55.  In such 
circumstances options can be exercised notwithstanding the 
fact that fewer than three years have passed since the date 
of grant.  Additionally, early exercise may be allowed at the 
discretion of the Board in other circumstances.  Early exercise 
is also permitted in the event of a takeover, reconstruction or 
voluntary winding up of the Company.
In the event of an early exercise the Remuneration Committee 
shall determine whether, and the extent to which, options may 
be exercised, taking account of the Group’ s performance up to 
that time.
If the performance conditions attaching to an option have not 
been satisfied at the end of a performance period then the 
option will lapse two months after that date, or if earlier, on the 
date the Board (subject to guidance from the Remuneration 
Committee) determines that the performance conditions have 
not been satisfied.
The terms of the CSOP may be amended by the Board in 
any way, subject to certain conditions and prior approval 
from HMRC.
Part II 
Part II of the CSOP provides for the grant of unapproved share 
options.  This enables options to be granted under the same 
terms as Part I of the CSOP but without complying with the 
particular requirements of the legislation applicable to HMRC 
approved company share option plans.  The provisions of the 
CSOP that do not apply under Part II include the £30,000 limit, 
the requirements for executive directors to work not less than 
25 hours per week and the need to seek approval from HMRC 
for the scheme and any subsequent amendments to it.
A number of share options granted throughout the period 
were subject to a performance criterion of a sliding scale of 
increase in EPS after inflation, starting at 4% pa from the start 
to the end of the three years and finishing at 8% pa.
(c) The System C Healthcare PLC Company Share Option 
Plan (“CSOP(b)”) revised 2009 rules 
The CSOP was adopted on 17 July 2009 and approved by 
HRMC on 24 February 2010 and is split into two parts:
Part I 
No share options were granted during the period under Part I 
of the revised plan.
Part II  
Part II of the CSOP provides for the grant of unapproved share 
options.  This enables options to be granted under the same 
terms as Part I of the CSOP but without complying with the 
particular requirements of the legislation applicable to HMRC 
approved company share option plans. The provisions of the 
CSOP that do not apply under Part II include the £30,000 limit, 
the requirements for executive directors to work not less than 
25 hours per week and the need to seek approval from HMRC 
for the scheme and any subsequent amendments to it. 
The CSOP rules were amended in July 2009, in line with current 
changes to legislation.  A total of 2,658,188 were granted 
under these rules on 17 July 2009, and a further 2,743,228 were 
granted on 30 November 2009.
(d)  The System C Healthcare PLC Sharesave Plan 1 
(“SSP1”) 
The System C Healthcare PLC Sharesave Plan 1 was 
established on 2 June 2005.  The rules of this plan have been 
approved by HMRC under Schedule 3 to the Income T ax 
(Earnings and Pensions) Act 2003 and provide for the grant of 
approved share options. System C | annual report and financial statements 2010
70
NOTES TO THE FINANCIAL STATEMENTS
All employees and full-time Directors of the Group, who 
have been in continuous service for such period of time (not 
exceeding five years) as may be determined by the Board prior 
to the relevant date of grant of an option and who are liable to 
UK income tax, will be eligible to participate in this plan.
Participation may also be offered, at the discretion of the 
Board, to other employees or Directors who otherwise do 
not satisfy all of the above criteria, although Non-Executive 
Directors are not eligible to participate.
The price at which an option holder may acquire ordinary 
shares on the exercise of an option shall be determined by 
the Board but shall not be less than the greater of 80% of the 
market value of an ordinary share at the time of grant and its 
nominal value.
Under the terms of this plan, options may be granted by 
the Board or the trustee of an employee benefit trust.  
Upon applying for an option, the participant is required to 
enter into an approved Sharesave contract with a savings 
institution nominated by the Group which lasts for a period 
of either three, five or seven years. Participants will be 
required to make contributions to the plan of a minimum of 
£5 per month and a maximum of £250 per month.  The total 
exercise price of the ordinary shares over which the option 
is granted may not exceed the aggregate of the monthly 
contributions and the bonus payable at the end of the 
participant’s related Sharesave contract.
Options will normally be exercisable during a period of six 
months following the allocation of a bonus under the related 
Sharesave contract and will normally lapse on cessation of 
employment.  Earlier exercise is, however, permitted if the 
participant dies or leaves employment through injury, disability, 
redundancy or retirement, or in the event of a takeover or 
voluntary winding up of the Company.
The number of ordinary shares over which options may 
be granted under the Plan on any date of grant shall be 
limited so that the total number of ordinary shares issued or 
capable of being issued in any ten year period under all the 
Company’ s employee share schemes is restricted to 10% of the 
Company’ s issued ordinary shares calculated at the relevant 
time. Any options or rights to acquire shares granted before 
or on admission of the Company’ s ordinary shares to AIM are 
excluded from this limit.
The terms of the Plan may be amended by the Board in 
any way, subject to certain conditions and prior approval 
from HMRC. 
This scheme is now closed and no share options were 
exercised, as participants opted for the savings from 
this scheme.
(e) The System C Healthcare PLC Sharesave Plan 2 (“SSP2”) 
The System C Healthcare PLC Sharesave Plan 2 was 
established on 16 February 2007 and operates in a manner that 
is substantially similar to that of The System C Healthcare PLC 
Sharesave Plan 1. This plan matured in April 2010. Participants 
have until 30 September 2010 to exercise their options. The 
majority of participants have taken up the right to exercise 
these options during the period.
(f) The System C Healthcare PLC Sharesave Plan 3 (“SSP3”) 
The System C Healthcare PLC Sharesave Plan 2 was 
established on 23 October 2008 and operates in a manner that 
is substantially similar to that of The System C Healthcare PLC 
Sharesave Plans 1 and 2.
(g) The System C Healthcare PLC Sharesave Plan 4 (“SSP4”) 
The System C Healthcare PLC Sharesave Plan 2 was 
established on 22 March 2010 and operates in a manner that 
is substantially similar to that of The System C Healthcare PLC 
Sharesave Plans 1, 2 and 3. annual report and financial statements 2010 | System C
71
NOTES TO THE FINANCIAL STATEMENTS
Further details of all the share options granted by the Company as at 31 May 2010, under its various schemes and standalone 
arrangements are given in the tables below.
Number of ordinary shares of 1p each
Date of
grant Period of exercise
Exercise price
 in pence
At 1 June 
2009 Exercised Granted Lapsed
At 31 May 
2010 Scheme
10 Aug 2001 No time limit imposed 33 50,000 - - - 50,000 -
10 Aug 2001 No time limit imposed 33 50,000 - - - 50,000 -
1 Oct 2001 4 Oct 2004 - 3 Oct 2011 14 109,000 - - - 109,000 ESOS
1 Jul 2002 1 Jul 2005 - 30 Jun 2012 14 29,000 - - - 29,000 ESOS
24 Nov 2004 Before 24 Nov 2014 14 50,000 - - - 50,000 ESOS
25 May 2006 25 May 2008 - 24 May 2015 23.5 300,000 (300,000) - - - CSOP(a)
20 Sep 2006 20 Sep 2010 - 19 Sep 2019 24.5 700,000 - - (700,000) - CSOP(a)
16 Feb 2007 1 Apr 2010 20 1,096,200 (818,370) - (9,450) 268,380 SSP2
6 Jul 2007 6 Jul 2010 - 5 Jul 2017 34 450,000 - - - 450,000 CSOP(a)
18 Oct 2007 18 Oct 2010 - 17 Oct 2017 28 1,486,857 - - (444,857) 1,042,000 CSOP(a)
29 Jan 2008 29 Jan 2011 - 28 Jan 2018 29.5 813,559 - - (236,949) 576,610 EMI
29 Jan 2008 29 Jan 2011 - 28 Jan 2018 29.5 597,694 - - (185,288) 412,406 CSOP(a)
10 Sep 2008 10 Sep 2011 - 9 Sep 2018 43 1,002,326 - - (290,698) 711,628 CSOP(a)
23 Oct 2008 1 Jan 2011 26 1,309,259 - - (50,952) 1,258,307 SSP3
17 Jul 2009 17 Jul 2012 - 16 Jul 2019 49 - - 3,508,188 (850,000) 2,658,188 CSOP(b)
17 Jul 2009 17 Jul 2012 - 16 Jul 2019 49 - - 691,812 - 691,812 CSOP(a)
30 Nov 2009 30 Nov 2012 - 29 Nov 2019 60.5 - - 306,772 - 306,772 CSOP(a)
30 Nov 2009 30 Nov 2012 - 29 Nov 2019 60.5 - - 2,743,228 - 2,743,228 CSOP(b)
28 Jan 2010 28 Jan 2013 - 27 Jan 2020 51 - - 105,000 - 105,000 CSOP(a)
22 Mar 2010 01 May 2013 37 - - 1,926,785 - 1,926,785 SSP4
8,043,895 (1,118,370) 9,281,785 (2,768,194) 13,439,116 System C | annual report and financial statements 2010
72
NOTES TO THE FINANCIAL STATEMENTS
The total number of share options outstanding as at 
31 May 2010 represent approximately 11.6% of the issued 
share capital of the Parent Company (2009: 9.0%).
The Company’s share-based payment incentive plans are 
subject to continued employment and employee share 
options generally lapse one year after an individual’s 
employment with the Group has ceased unless a different 
arrangement has been mutually agreed. The lapses 
disclosed in the table above include voluntary withdrawals 
by employees from the Company’s Sharesave Plans.
 
To the extent that shares in such plans are to be purchased 
by employees below fair value, a charge calculated 
in accordance with IFRS 2 “Share-based payment” is 
included within administration and general overheads 
in the statement of comprehensive income, with the 
corresponding entry being to provisions (in the case of 
cash-settled arrangements) or a credit to retained earnings 
(in the case of equity-settled arrangements). A charge to 
the statement of comprehensive income of £228,000 arose 
for the year ended 31 May 2010 (2009: £105,000) and relates 
entirely to equity-settled arrangements.
In calculating the amounts above the Group has taken 
advantage of the exemption allowed under IFRS 2 “Share-
based payment” and only applied this standard to equity-
settled awards made since 7 November 2002  that had  not 
vested by 1 June 2005, the date of its transition to IFRS.
 
Further details of all the share options granted by the Company as at 31 May 2009, under its various schemes and standalone 
arrangements are given in the tables below.
Date of 
grant Period of exercise
Exercise price 
in pence
 At 1
June 2008 Exercised Granted Lapsed
At 31
May 2009 Scheme
25 May 1999 1 Apr 2002 - 31 Mar 2009 14.031 130,000 130,000 - - - ESOP
2 Jul 1999 1 Mar 2003 - 27 Feb 2010 14.031 160,000 160,000 - - - ESOP
10 Aug 2001 No time limit imposed 33 50,000 - - - 50,000 -
10 Aug 2001 No time limit imposed 33 50,000 - - - 50,000 -
1 Oct 2001 4 Oct 2004 - 3 Oct 2011 14 109,000 - - - 109,000 ESOP
1 Jul 2002 1 Jul 2005 - 30 Jun 2012 14 29,000 - - - 29,000 ESOP
24 Nov 2004 Before 24 Nov 2014 14 50,000 - - - 50,000 ESOP
2 Jun 2005 1 Sep 2008 44 82,683 - - (82,683) - SAYE
22 Jun 2005 22 Jun 2008 - 21 Jun 2015 54 1,370,000 - - (1,370,000) - CSOP
25 May 2006 25 May 2008 - 24 May 2015 23.5 300,000 - - - 300,000 CSOP
20 Sep 2006 20 Sep 2010 - 19 Sep 2019 24.5 700,000 - - - 700,000  CSOP
16 Feb 2007 1 Apr 2010 20 1,096,200 - - - 1,096,200 SSP2
6 Jul 2007 6 Jul 2010 - 5 Jul 2017 34 450,000 - - - 450,000 CSOP
18 Oct 2007 18 Oct 2010 - 17 Oct 2017 28 1,486,857 - - - 1,486,857 CSOP
29 Jan 2008 29 Jan 2011- 28 Jan 2018 29.5 813,559 - - - 813,559 EMI
29 Jan 2008 29 Jan 2011 - 28 Jan 2018 29.5 597,694 - - - 597,694 CSOP
10 Sep 2008 10 Sep 2011 - 9 Sep 2018 43 - - 1,002,326 - 1,002,326 CSOP
23 Oct 2008 1 Jan 2011 26 - - 1,335,842 26,583 1,309,259 SSP3
7,474,993 (290,000) 2,338,168 (1,479,266) 8,043,895 annual report and financial statements 2010 | System C
73
NOTES TO THE FINANCIAL STATEMENTS
Share-based payment incentives
(References are to schemes detailed above)
ESOS EMI CSOP SSP1 SSP2 SSP3 SSP4 Other ST1 ST2 ST3
Option pricing model used
Black 
Scholes
Black 
Scholes
Black 
Scholes
Black 
Scholes
Black 
Scholes
Black 
Scholes
Black 
Scholes
Black 
Scholes
Black 
Scholes
Black 
Scholes
Black 
Scholes
Weighted average fair value 5p 5p 8p 13p 6p 8p 11p 4p 8p 10p 18p
Weighted average share price 12p 23p 35p 45p 21p 28p 38p 20p 41p 50p 42p
Weighted average exercise price 14p 28p 43p 44p 20p 26p 37p 25p 49p 61p 51p
Basis of expected volatility 60% 40% 40% 40% 40% 40% 40% 40% 40% 40% 60%
Risk-free rate 4.3% 5% 5.0% 4.3% 4.3% 4.3% 3.02% 4.3% 3.02% 3.02% 3.02%
Expected option term (years) 5 - 3 3 3 3 3 3 3 3 5
Expected dividends per year 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2%
19. Reserves
The movement on individual reserves is set out in the 
statement of changes in shareholders’ equity on pages 36 
and 39.
Own shares held in trust 
The System C Healthcare PLC Employee Benefit Trus (the 
“Trust”) holds 5,387,741 ordinary shares of 1p each with a 
cost of £2,768,000 (2009: £1,235,000) and a market value as 
at 31 May 2010 of £2,182,000 (2009: £1,121,000). The Trust 
acquired 2,287,741 of these shares at 54p each on the 
placing and admission of the Company’s ordinary shares to 
AIM in June 2005. A further 3,100,000 shares were acquired 
from an institutional placing at 49p each and the shares were 
admitted to AIM on 5 August 2009.
The Trust used the funds loaned to it by System C 
Healthcare PLC to meet the obligations under the various 
share option schemes that the Company operates.  Share 
options are granted to the employees at the full discretion 
of the Trustees after consultation with the Company, 
although the Trustees are not legally bound to follow the 
advice arising from such consultations with the Company.  
The loan provided to the Trust will be repaid from the 
proceeds payable by employees to exercise share options.
As at 31 May 2010 4,908,188 (2009: 300,000) of the total 
ordinary shares held by the Trust had been allocated to the 
Directors and senior management under the CSOP with a 
nominal value of 1p each (2009: 1p). None of these shares 
had vested with the employees as at 31 May 2010. The Trust 
has waived its right to dividends.
Share options were exercised by employees at various times 
during the year. The weighted average share price at the 
time of the exercise of the options was 51p (2009: 41.7p).
The Group has a provision for National Insurance 
contributions of £29,000 (2009: £50,000) in respect of 
liabilities arising from the above share-based payment 
transactions in respect of its employees.
The following table summarises the key assumptions used in 
calculating the share-based payment charge for the year:
Assumptions on expected volatility and expected option term have been made on the basis of historical data, wherever 
available, for the year corresponding with the vesting period of the option. Best estimates have been used where historical 
data is not available in this respect. System C | annual report and financial statements 2010
74
NOTES TO THE FINANCIAL STATEMENTS
21. Acquisitions
21.1 Liquidlogic Limited
On 16 July 2009, the Company purchased the entire issued share capital of Liquidlogic Limited for £10,434,000 in cash 
(including acquisition expenses of £288,000). No further deferred consideration will be payable as specific performance 
criteria have not been met during the year. 
The table below sets out the Group’s assessment of the fair values of assets and liabilities acquired and the resulting 
consideration. Adjustments have been made to separately identify intangible assets acquired
Book value per
management accounts
£’000
Adjustments to fair 
values
£’000
Fair value to the 
Group
£’000
Intangible assets:
- Software & intellectual property - 1,412 1,412
- Customer contracts - 1,784 1,784
Property, plant and equipment 101 - 101
Deferred tax asset 361 - 361
Trade and other receivables 2,112 - 2,112
Cash and cash equivalents 1,902 - 1,902
Trade and other payables (2,036) - (2,036)
Deferred tax on intangible assets - (895) (895)
Net assets acquired 2,440 2,301 4,741
Goodwill 5,693
Consideration (including costs of acquisition) 10,434
Group and Company
Year ended
31 May 2010
£’000
Year ended
31 May 2009
£’000
1p ordinary shares:
Final paid 0.44p per share in relation to year ended 31 May 2009
(2009: 0.36p in relation to the year ended 31 May 2008)
506 314
Interim paid 0.25p per share in relation to the year ended 31 May 2010
(2009: paid 0.22p per share in relation to the year ended 31 May 2009)
288 192
794 506
In addition, the Directors are proposing a final dividend in respect of the financial year ended 31 May 2010 of 0.50p per share 
which will absorb an estimated £550,000 of shareholders’ equity.
If approved, it will be paid on 15 November 2010 to those shareholders who are on the register of members on 15 October 2010.
20. Dividends
Goodwill of £5,693,000 represents the expected synergies particularly in respect of the ability of System C to access the social 
care market as well as the value of the industry specific knowledge/technical skills within this market.
In its last financial period of 12 months to 31 March 2009, Liquidlogic Limited made a profit before tax of £252,000, after 
charging one-off non-recurring pre-acquisition expenses. annual report and financial statements 2010 | System C
75
NOTES TO THE FINANCIAL STATEMENTS
If Liquidlogic Limited had been included in the Group from the start of the financial year it is expected that contribution to 
revenue and profit before tax would have been approximately £6.7m and £0.5m respectively.
21.2 Conscia Enterprise Systems Limited 
On 8 October 2009, the Company purchased the entire issued share capital of Conscia Enterprise Systems Limited for 
£856,000 in cash (including acquisition expenses of £56,000).
The table below sets out the Group’s assessment of the fair values of assets and liabilities acquired and the resulting 
consideration. Adjustments have been made to separately identify intangible assets acquired.
Book value per management 
accounts
£’000
Fair value to
the Group
£’000
Property, plant and equipment 26 26
Trade and other receivables 222 222
Cash and cash equivalents 38 38
Trade and other payables (190) (190)
Net assets acquired 96 96
Goodwill 760
Consideration (including costs of acquisition) 856
Goodwill of £760,000 represents the expected synergies resulting from strengthening the Group’s expertise in web-based 
technologies which enables the Group to create new products and pursue new opportunities within the UK healthcare sector. 
In its last financial period of 12 months to 30 June 2009, Conscia Enterprise Systems Limited made a profit before tax of £162,000.
Between the date of acquisition and 31 May 2010 Liquidlogic Limited’s results were as follows:
£’000
Revenue 6,458
Cost of sales (1,730)
Gross profit 4,728
Operating expenses (3,991)
Profit from operations 737
Financial income 3
Financial expense (3)
Profit before taxation 737
Taxation (212)
Profit for the period after taxation 525 System C | annual report and financial statements 2010
76
NOTES TO THE FINANCIAL STATEMENTS
If Conscia Enterprise Systems Limited had been included in the Group from the start of the financial year it is expected that 
contribution to revenue and profit before tax would have been approximately £2.5m and £0.5m respectively.
If Liquidlogic Limited and Conscia Enterprise Systems Limited had been included in the Group from the start of the financial 
year it is expected that the combined revenue and profit before tax for the Group including these acquisitions would have been 
approximately £38.9m and £5.0m respectively.
Revenue in relation to these acquisitions excluding inter-company transactions totalled £6.8m.  
21.3 Bluestar UK Group Limited 
On 8 October 2009, the terms of the earn-out arrangements pursuant to the agreement for the acquisition of Bluestar UK 
Group Limited dated 5 May 2009 were revised. Under the terms of the revised arrangements the earn-out was satisfied for a 
total of £335,000, of which £234,000 was settled in cash and £101,000 by the issue of 166,667 1p ordinary shares. This resulted 
in a reduction of goodwill of £299,000.
An additional revision was also recognised during the period in respect of an increase in the fair value of intangibles.
This is represented by an increase in fair value to the group of £52,000 for customer contracts and a decrease of £28,000 
regarding software and intellectual property. 
Fair value to
the Group of net 
assets acquired
£’000
At 1 June 2009 312
Adjustment 24
At 31 May 2010 336
£’000
Revenue 2,182
Cost of sales (1,212)
Gross profit 970
Operating expenses (342)
Profit from operations 628
Financial income -
Financial expense (1)
Profit before taxation 627
Taxation (177)
Profit for the period after taxation 450
Between the date of acquisition and 31 May 2010 Conscia Enterprise Systems Limited’s results were as follows: annual report and financial statements 2010 | System C
77
NOTES TO THE FINANCIAL STATEMENTS
Carrying amount
of Goodwill
£’000
At 1 June 2009 812
Adjustment to fair value (24)
Decrease in deferred consideration (299)
At 31 May 2010 489
The table below shows how the decrease of deferred consideration and adjustments to fair values during the year have 
affected the goodwill balance on acquisition. 
21.4 IQ System Services Limited
During the year deferred consideration of £290,000 was paid to IQ System Services Limited.
The deferred consideration at the start of the year was £680,000 following acquisition and this was reduced by £340,000 in the 
year ending May 2009 as specific performance criteria were not met during this period.
21.5 Care Records Limited
In the prior year an adjustment of £50,000 was made to re-classify an item that had been recognised as goodwill on 
acquisition to a deferred tax asset.
Book value per
management accounts
£’000
Adjustments to
fair values
£’000
Fair value to
the Group
£’000
Intangible assets:
- Software & intellectual property 158 90 248
- Customer contracts - 78 78
Property, plant and equipment 22 - 22
Trade and other receivables 663 - 663
Cash and cash equivalents 32 - 32
Trade and other payables (623) - (623)
Deferred tax on intangible assets (44) (40) (84)
Net assets acquired 208 104 336
Goodwill (note 8) 489
Consideration 825
The table below sets out the Group’s revised assessment of the fair values of assets and liabilities acquired and the resulting 
consideration. System C | annual report and financial statements 2010
78
NOTES TO THE FINANCIAL STATEMENTS
23. Related party transactions
The following transactions with relateparties occurred during the year ended 31 May 2010:
(a) Transactions with shareholders
During the year, professional services were provided to the Group by Medical Information Research Limited of which S W Smith, a 
shareholder of the Parent Company, is a director. T otal fees levied by Medical Information Research Limited in the year amounted 
to £24,000 (2009: £11,000). At the year end, the balance due from the Group to S W Smith amounted to £nil (2009: £11,000).
During the year legal services were provided to the Group by a shareholder, L Brooks. T otal fees levied by L Brooks in the year 
amounted to £63,000 (2009: £11,000). At the year end, the balance due from the Group to L Brooks amounted to £5,000 (2009: £nil).
During the year, ad hoc services were provided to the Company by a shareholder, T Sackville, a consultant specialising in healthcare 
opportunities. T otal fees levied by T Sackville in the year amounted to £6,000 (2009: £8,000). At the year end, the balance due from 
the Group to T Sackville amounted to £nil (2009: £nil).
During the year, professional services were provided to the Company by Endava Limited of which M Kinton, a shareholder of the 
Parent Company, is a director. T otal fees charged by Endava Limited in the year amounted to £337,000 (2009: £412,000). At the year 
end, the balance due from the Group to Endava Limited amounted to £32,000 (2009: £42,000).
During the year, Barclays Global Investors (BGI) were acquired by the asset management firm Blackrock. At acquisition the Parent 
Company had sterling liquidity fund investments in BGI.
At year end the Company had a cash investment of £2,010,000 in its largest shareholder, Blackrock. Since Blackrock completed the 
acquisition of BGI on 1 December 09 the Group have received interest from these investments of £6,777. 
There are no other transactions that require disclosure in accordance with the requirements of IAS 24 “Related party disclosures”.
22. Operating lease commitments
The total future minimum lease payments for the Company in respect of non-cancellable leases based on date of expiry are 
as follows:
            Group          Company
31 May 2010
£’000
31 May 2009
£’000
31 May 2010
£’000
31 May 2009
£’000
Land and buildings leases
Within one year 473 218 192 189
Within two to five years 547 122 107 105
1,020 340 299 294
Motor vehicle and other leases
Within one year 47 50 45 50
Within two to five years 35 31 31 31
82 81 76 81
Total
Within one year 520 268 237 239
Within two to five years 582 153 138 136
1,102 421 375 375 annual report and financial statements 2010 | System C
79
NOTES TO THE FINANCIAL STATEMENTS
(b) Transactions with subsidiaries
The Group has taken advantage of the exemption under IAS 24 ‘Related party disclosures’ not to disclose transactions and 
balances between Group entities that have been eliminated on consolidation.
At the year end, balances due to subsidiaries from the Company amounted to £325,000 (2009: Balances due from subsidiaries 
to the Company amounted to £465,000). The amounts due from subsidiary undertakings are unsecured, interest free and 
repayable on demand.
24. Post balance sheet events
Details of dividends proposed after the balance sheet date are given in note 20.
Since year end there has been a cost rationalisation programme involving redundancies which will reduce annual operating 
costs by £1.2m. This process has resulted in costs of £214,000 being incurred by the Company. System C | annual report and financial statements 2010
80
Directors 
Markus Bolton 
Hedley Mayor 
Dr Ian Denley 
Jim Horsburgh 
Thomas Chambers 
Dr John Forrest 
Dr Christopher McLaren
Company secretary 
Jane Conner
Registered number 
01754990
Registered office 
Brenchley House 
Week Street 
Maidstone 
Kent  
ME14 1RF 
Tel: 01622 691616 
Fax: 01622 691241 
E-mail: investors@systemc.com
Independent auditors 
PricewaterhouseCoopers LLP 
First Point 
Buckingham Gate 
Gatwick 
RH6 0PP
Principal bankers 
Barclays Bank PLC 
Maidstone Corporate Banking Centre 
PO Box 427 
40-46 High Street 
Maidstone 
Kent  
ME14 1TW
Nominated advisor and broker 
Charles Stanley Securities  
131 Finsbury Pavement  
London  
EC2A 1NT
Registrars and transfer office 
Computershare Investor Services PLC 
PO Box 859 
Corporate Actions 
The Pavilions 
Bridgwater Road 
Bristol  
BS13 8AE
Share quotation 
The Company’s shares are listed on AIM, a market of that 
name operated by the London Stock Exchange PLC.
Solicitors 
Travers Smith 
10 Snow Hill 
London  
EC1A 2AL
© System C Healthcare plc 2010
COMPANY INFORMATION annual report and financial statements 2010 | System C
81
NOTES System C | annual report and financial statements 2010
82
NOTES annual report and financial statements 2010 | System C
83
NOTES ANNUAL REPORT & 
FINANCIAL STATEMENTS
FOR YEAR ENDED 31 MAY 2010
System C  annual report and financial statements for year ended 31 May 2010
annual report &  
financial statements
for year ended 31 may 2010
system c Healthcare plc 
Brenchley House 
Week street 
maidstone 
Kent me14 1rf
01622 691616 
www.systemc.com 
info@systemc.com
© System C Healthcare PLC 2010 
Information correct at time of going to press September 2010