COUNTRY &
METROPOLITAN
PLC
Annual Report & Accounts 2004
communities
COUNTRY & METROPOLITAN PLC ANNUAL REPORT & ACCOUNTS 2004
creating High Royds Hospital, Menston, Leeds
Front cover image: ‘Planning, it’s a battle out there!’
Contents
Financial Highlights 1
Chairman’s Statement 2
Chief Executive’s Review 4
Operational Review 6
Award Winning Developments 15
Environmental and Social Policy 16
Land Acquisition Strategy 17
Financial Review 18
Board of Directors 20
Directors & Advisors 21
Directors’ Report 22
Corporate Governance Statements 23
Directors’ Remuneration Report 24
Consolidated Profit & Loss Account 26
Consolidated Statement of Total Recognised Gains & Losses 26
Consolidated Note of Historical Cost Profits & Losses 26
Balance Sheets 27
Consolidated Cash Flow Statement 28
Notes to the Accounts 29
Report of the Auditors 47
Notice of Annual General Meeting 48
Financial Calendar
30 September 2004 Preliminary announcement
31 December 2004 Interim period
25 November 2004 Annual General Meeting
7 January 2005 Payment of Final Dividend
March 2005 Expected announcement of unaudited interim
results for six months ending 31 December 2004 Shareholders’ Funds
(£m) - up 61%
Operating Profit
(£m) - up 78%
Profit before tax
(£m) - up 91%
Earnings per share
(pence) - up 59%
00 01 02 03 04 00 01 02 03 04 00 01 02 03 04 00 01 02 03 04
3.35
2.58
1.87
4.27*
1.61
10.40
16.56
*
11.64
5.36*
7.79
*
13.88
*
5.70
*
10.89
*
21.07
*
33.41
*
Country & Metropolitan PLC   Annual Report & Accounts 2004 1
*
before amortisation of goodwill       All comparatives have been restated
Country & Metropolitan is a leading
developer of urban regeneration projects
throughout the UK. Over 95% of our homes
are built on brownfield sites comfortably
exceeding the government’s target of 60%.
The Group has a highly skilled team
dedicated to maximising returns whilst
creating developments which add real value
to communities and the environment.
Financial Highlights
‘Blue’, Granary Wharf, Leeds City Centre
Country & Metropolitan Homes Northern Region
This landmark development next to Leeds Station
overlooking the River Aire is now nearing completion.
Forty Two units are contracted for sale. The prime upper
level apartments, duplexes and penthouses will soon be
released. Building works are due to be completed prior
to December 2005.
14.16
19.37
9.71
22.40
35.95 Country & Metropolitan has produced yet another outstanding set of
results with record profit before amortisation of goodwill and tax of
£10.9m. This record result has been achieved by developing a
portfolio of homes that are affordable to a large cross section of the
UK market.
There has been a significant slowing down of the housing market in
the south of England over the last six months, with signs that the
north is also “cooling down”. Having re-positioned the Group to
become a major provider of lower priced homes, we are now taking
advantage of the strong demand for our homes which had an
average price of £121,000 during the last financial year.
Results and dividend 
The Group has increased its pre tax profit before amortisation of
goodwill by 91% to £10.9m (2003: £5.7m) from 759 (2003: 598)
units. This has translated into basic earnings per share before
amortisation of goodwill of 33.41p (2003: 21.07p) taking account of
approximately 5m shares issued in November 2003 that raised
£7.9m.  Following the introduction of FRS 5 Application Note G
“Revenue Recognition”, the Group has changed the point of income
recognition from exchange of contracts and substantially built to
exchange of contracts and build complete. The comparatives have
been restated in accordance with the new policy.
In line with my interim statement I am pleased to report that the
Board is proposing to increase the total dividend by 25% to 4.125p
(2003: 3.30p) per share resulting in a final dividend of 3.025p (2003:
2.60p) per share. The Board intends to increase the total dividend at
this rate over the next two years subject to matters beyond the
Group’s control. The final dividend will be paid on 7 January 2005 to
shareholders on the register on 3 December 2004.
Operating review
House price inflation in the UK over the last few years has been
excessive and clearly not sustainable. After five increases in interest
rates over the past ten months the housing market is gradually
settling down to more sustainable levels and we should see a return
to more normal trading conditions.
The Group completed its withdrawal from the premium homes
market in the south of England some time ago and our new
production in this market is focused on studio, one and two bedroom
apartments with prices starting from £87,500.
The markets in which NorthCountry Homes (“NCH”) operate have
been extremely buoyant and have experienced a strong level of
sales during the year, which has accelerated since 1 July 2004. NCH 
is now focused on an aggressive land acquisition programme and 
we intend to substantially increase the number of outlets to exploit
its position in the market place. I am particularly proud to inform 
you that NCH won the Derbyshire Business of the Year Award in 
June 2004.
A particular development of note is the 250 unit scheme at Havelock
Park near Sunderland which was launched a number of weeks ago.
Over three hundred people visited the development on the first day
and the demand was so strong that a ticketing system had to be
introduced to enable an organised entry to the Show Homes. A
substantial number of the units on this site have now been reserved.
Chairman’s Statement
2 Country & Metropolitan PLC   Annual Report & Accounts 2004
“The Group is now a major provider of lower cost homes for sale in the UK and it
is well placed to significantly increase unit production.”
David Laing
Chairman Another development of note was Abacus, comprising 178 units
close to Birmingham city centre, where 25% of the development
has been sold since the launch in July 2004 for £6.9m. 
The legal agreement in connection with our planning application
for High Royds Hospital in Menston, Leeds is expected to be
concluded shortly and the purchase of this major urban village is
expected in the early part of the second half of the current
financial year. The Group has a 50% interest in this project via a
joint venture company.
The Group is continuing to expand its land bank and currently owns
or controls 2,800 plots with planning consent and a further 3,150
plots where planning has been applied for or where terms have
been agreed.
The overall planning scenario in the UK is still very unsatisfactory.
The time it now takes to obtain planning permissions is an ever-
growing problem but we do have an extremely good track record
of obtaining consents on appeal.
Corporate activity
We sold our interest in Headway Plc in this current financial year at
a profit realising £2.7m of cash.
Prospects
Despite the doom and gloom in the media on house prices and the
market, Country & Metropolitan has commenced the new financial
year with the strongest ever order book, with contracted sales of
£38.3m and forward reservations of £43.4m at 30 September 2004.
There is tremendous pent up demand for housing in the UK
providing it is affordable and Country & Metropolitan is focused on
satisfying this need. The Group has been quick to react to the
changing market place and it would be a great shame if negative
comments in the press undermined house buyers’ confidence, as
the fundamentals are sound.
We believe that Country & Metropolitan will maintain its record of
increasing shareholder value over the forthcoming years.
David Laing
Chairman
22 October 2004
Country & Metropolitan PLC   Annual Report & Accounts 2004 3 Country & Metropolitan continues to go from strength to strength and
once more I am delighted to report on another record set of results.
Turnover was up by 35% to £81.4m with pre tax profit before
amortisation of goodwill up by 91% to £10.9m. We have achieved
our seventh consecutive year of growth in profits and our stature
continues to grow within the house building industry.
During the last 12 months the Group has carefully repositioned
itself to become a major provider of lower priced homes which are
affordable to working people and in doing so we have successfully
anticipated the slow down in the market which is now taking place.
The market has, as expected, moderated over recent months and
we welcome that. The house price inflation over the last few years
was excessive and not sustainable and we are now seeing a return
to more normal conditions. We expect house price inflation to be
minimal which will help affordability.
The number of homes sold increased by 27% to 759 in the last
year at an average price of £121,000 and we traded from 38
outlets. 92% of completions were in the North of the country with
8% in the South.
During the year the Southern Division was refocused and
strengthened with a new Managing Director appointed and I am
pleased to report that we now have 290 (2003: 64) units under
construction in the South, with a Southern forward order book of
£10.6m.
The Group currently has forward orders (contracted and reserved
properties) in excess of £81m, comprising 599 units, which is an
extremely satisfactory position.
NorthCountry Homes (NCH), the low cost home provider based in
the north of England which we acquired some two years ago, has
been a major contributor to profit, based on its philosophy of
building in areas of deprivation where substantial regeneration is
required. NCH led by the original founder and Chairman, Jolyon
Harrison has a unique business model, providing aspirational homes
for working people, many of whom did not believe it would be
possible to become a home owner.
The change in communities when people “take ownership” is quite
dramatic, with our developments becoming the catalyst for change
in the wider areas of the community.
Commercial property income remained approximately static at
£861,000 and we are currently reviewing our portfolio with a view
to selling a number of properties and reinvesting the proceeds into
our core business.
A great deal of effort has gone into increasing the size of our land
holdings and despite working within a planning system that in
many parts of the country has become a complete farce, we have
made considerable progress against all the odds.
We now own or control 2,800 plots with planning consent, together
with a further 3,150 plots where planning has been applied for or
where contractual terms have been agreed. The Group also owns or
controls 195 acres of “strategic land” where we believe there is a
reasonable possibility of obtaining consent in due course.
Chief Executive’s Review
4 Country & Metropolitan PLC   Annual Report & Accounts 2004
“The Group has proved with these results its ability to anticipate changing market
conditions and we are confident we will continue to grow our business for the
benefit of our shareholders.”
Stephen Wicks
Chief Executive Country & Metropolitan PLC   Annual Report & Accounts 2004 5
Despite the Government making “the right noises” and seeming to
encourage more home building, there is little sign that this
enthusiasm has filtered down to local planning authorities, who
continue to be pitifully under resourced and suffer ongoing
interference from local politicians who are pressured by anti
development groups and the nimby fraternity.
Notwithstanding the planning issues, the fundamentals of the
housing market remain attractive with demand for affordable
homes outstripping supply. The upward trend in interest rates has
moderated house price inflation and with a substantial number of
sites in place we anticipate a significant increase in our unit
production.  
The Group has proved with these results its ability to anticipate a
changing market and to grow all aspects of the business and I
remain confident that this can be continued in the future.
Stephen Wicks
Chief Executive
22 October 2004
Abacus, Digbeth, Birmingham
The successful launch of ‘Abacus’ within
the regeneration area of Birmingham
resulted in approximately 25% of the
units being sold. This former coffee
warehouse is being refurbished to provide
178 studio, one and two bedroom
apartments. 
Pictured: The Mayor of Birmingham,
Michael Nangle with Jean Atkins, Group
PR & Marketing Director and model of the
regeneration project. Operational Review
6 Country & Metropolitan PLC   Annual Report & Accounts 2004
Earl Street, Hartlepool, Tyne & Wear
Broseley Homes
The development of 21, two and three semi and
detached homes illustrating fast track construction
techniques using timber frame. The development
commenced in September 2004 and completion is
anticipated in Summer 2005. Prices start from £85,000.
Pasture Rise, Claypit Lane, Rawmarsh, 
Nr Rotherham
Whelmar Homes
This is a brownfield site in a densely populated area
comprising 6 acres. The land was formally a large
dairy and construction of 92, two, three and four
bedroom semi and detached homes with prices from
£94,000 has commenced.
NorthCountry Homes Group Ltd have expanded their operations by including a new region, ‘Chorley Homes’ which is based in
the North West. Pelham Homes is located in Lincolnshire, Whelmar Homes are in Derbyshire, Broseley Homes in Tyne & Wear,
Clarke Homes is based in Stoke on Trent and Arundale Homes in Yorkshire. Country & Metropolitan PLC   Annual Report & Accounts 2004 7
Granary Quays, Gainsborough, Lincolnshire
Pelham Homes
This 5.5 acre former grain silo site is under
construction to provide 110, two, three and four
bedroom semi detached and detached homes.
Completion is anticipated in Summer 2007.
Havelock Park, Sunderland, Tyne & Wear 
Broseley Homes
The opening of the show house and release of homes 
for sale created a queue of over 300 visitors waiting
to purchase a new home.
Havelock Park, Sunderland, Tyne & Wear
Broseley Homes
This former hospital site was purchased with outline
planning consent from the NHS Trust in 2002. The
site is 16 acres and the development of 250, one,
two, three and four bedroom semi and detached
homes is underway. Prices start from £60,000.
This one bedroom mews house is approximately
360 sq ft. Operational Review continued
8 Country & Metropolitan PLC   Annual Report & Accounts 2004
Buttershaw estate prior to demolition (above)
Typical interior layout of a
NorthCountry Homes kitchen
Typical NorthCountry Homes terrace and
semi detached homes
NorthCountry Homes was named in the Barker
Report as the only house builder offering submarket
housing without any grant subsidy. The Deputy Prime
Minister states 90% of the population would like to
become homeowners and NorthCountry Homes is
almost exclusively addressing the needs of 23% of
the market. NorthCountry Homes purchase sites in
areas in need of regeneration, selling homes to
people predominantly in rented accommodation and
providing an opportunity of stepping onto the
housing ladder for first time buyers.
NorthCountry Homes, Buttershaw, 
Bradford, Yorkshire
Arundale Homes
The Buttershaw estate had a very poor reputation with drug
dealing, crime and prostitution being rife. The area became
infamous as the location for the film Rita, Sue & Bob Too
which highlighted the problems in the locality. The entire
site has been demolished and Arundale Homes are in the
process of regenerating the area with a mix of two and
three bedroom terraced, semi and detached homes with
prices starting from £74,500. The transformation of the
estate is quite remarkable, now that a large number of
former council tenants have taken ownership and a new
pride in the area is emerging. This area is made up of three
developments, Beaumont Park, Nursery Court and Arundale
Park and comprises a total number of 235 homes. Country & Metropolitan PLC   Annual Report & Accounts 2004 9
Typical NorthCountry Homes street scene
Beaumont Park Site Plan on the Buttershaw estate
Church Bank, Tunstall, Stoke on Trent
Clarke Homes
(not pictured)
This site is the former Royal Doulton Pottery
Works which was demolished in the 1990’s. 
The development comprises 82, two, three and
four bedroom semi and detached houses. Prices
start from approximately £93,000 and
completion is anticipated in Spring 2005. Operational Review continued
10 Country & Metropolitan PLC   Annual Report & Accounts 2004
Goldsworth Road, Woking, Surrey
Country & Metropolitan Southern Region
This development was “assembled” from seven different titles and is situated on the fringe of Woking town centre. The scheme
comprises 62 one and two bedroom apartments with prices starting from £170,000. Foundations have just commenced with a
building programme of around 22 months. Completion is anticipated in early 2006.
Park Road, Rickmansworth
Country & Metropolitan Southern Region
Computer Generated Image
This site has been a real labour of love! It took
14 years to assemble 12 back gardens to create
this prime town centre development with
planning permission finally obtained on appeal
for 39 homes. Construction will commence in
early 2005.
Aerial view, Park Road, Rickmansworth Country & Metropolitan PLC   Annual Report & Accounts 2004 11
Hale Place, Hale Lane, Edgware
Country & Metropolitan Southern Region
This prime development of 8 two bedroom
apartments was launched in October 2004 with prices
starting from £250,000.
Abacus, Digbeth, Birmingham
Country & Metropolitan Southern Region
Computer Generated Image
A development of 178 studio, one and two bedroom
apartments, which is part of the regeneration of the Irish
Quarter within the Digbeth area, less than half a mile
from the centre of Birmingham. A part conversion and
new build project with prices starting from £87,500 with
53 units reserved “off plan”. Completion is anticipated in
Summer 2006. 
Pictured left: Existing buiding undergoing refurbishment.
Red Jasper, Harrow, Middlesex 
Country & Metropolitan Southern Region
This development of 16 one and two bedroom flats is being built on the site of a
former builder’s yard. 75% of the units are reserved or contracted for sale with
prices starting from £155,000. Completion is anticipated in Autumn 2004. Operational Review continued
12 Country & Metropolitan PLC   Annual Report & Accounts 2004
Westdene, Southport
Country & Metropolitan North West Region
A conversion of an elegant Grade II listed building into
14 one and two bedroom apartments within five
minutes of the sea front, with prices starting from
£130,000. A number of reservations have been taken,
with completion of the project due in the current
financial year.
“Tempus” Irwell Quays, Manchester
Country & Metropolitan North West Region
Computer Generated Image
Situated off Deansgate on the banks of The River Irwell,
the development is a conversion of the Grade II listed
former Royal Mail sorting office, together with a new
build 19 storey residential tower and a small
commercial element. The development comprises 219
one, two and three bedroom apartments and
penthouses with prices starting from £95,000. We
currently have 109 contracts exchanged “off plan” with
a further 70 units reserved. 
Ethos, City Road, Chester
Country & Metropolitan North West Region
32 one, two and three bedroom new build contemporary
apartments on five floors with commercial space on the
ground floor. The development is five minutes from Chester
town centre. This is our first major development of
apartments being constructed in timber frame. Prices start
from approximately £153,000 with completion anticipated in
Summer 2005. Country & Metropolitan PLC   Annual Report & Accounts 2004 13
Boatmans Wharf, Shipley
Country & Metropolitan Northern Region
Computer Generated Image
We have acquired this site alongside the Leeds and
Liverpool canal that will provide 22 apartments.
Construction will commence in Autumn 2004 and
completion is anticipated in Summer 2005.
Grey Towers Park, Nunthorpe,
Middlesborough 
Country & Metropolitan Northern Region
This site is set in 141 acres of mature parkland
formally part of a NHS Hospital. The grade II* listed
mansion dates back to 1847 and has been refurbished
to provide 12 apartments. The former stables and
listed walled garden provided 32 mews cottages.
Pictured right: The Stables
Pictured right below: The Mansion and plaque
unveiling for the Dorman Museum Operational Review continued
14 Country & Metropolitan PLC   Annual Report & Accounts 2004
Winker Green Mill, Armley, Leeds
Country & Metropolitan Northern Region
These historic Grade II listed fabric mills are overlooking a mill pond and parkland and will be converted into 102
one, two and three bedroom apartments and new build homes within the grounds. Construction will commence
in Spring 2005.
Winker Green Mill existing interior
of the working mill showing
columns, pulleys and wheels  Country & Metropolitan PLC   Annual Report & Accounts 2004 15
Award Winning Developments
National Business Awards 2004 
Country & Metropolitan was one of four finalists for this award for the most outstanding
organisation that best demonstrated exceptional financial returns, strong growth and
innovation strategies, plus market leadership in its sector.
Evening Standard Award 
Epping Grange, Little Berkhamsted, Hertfordshire
Country & Metropolitan Sothern Region were pleased to receive
the Evening Standard Award for Best New Conversion of this
Grade II listed mansion.
Pictured: Vicki Noon, Sales & Marketing Director, Southern Region
receiving the award
Jolyon Harrison, Chairman of NorthCountry Homes
receiving the Derbyshire Business Award
NorthCountry Homes was awarded The Derbyshire Business
Award for the Best Business in Derbyshire in 2004. The judges
said they had never encountered a business with such a high
level of corporate social responsibility.
Country & Metropolitan
North West Region have
been nominated to receive
a Civic Trust Award for the
refurbishment of Jacksons
Warehouse, Piccadilly,
Manchester Environmental & Social Policy
16 Country & Metropolitan PLC   Annual Report & Accounts 2004
Charitable Support
The Gambian
Schooling Fund
Country & Metropolitan are
pleased to be funding this
small UK registered charity
to build a 9 classroom school
in The Gambia. The
construction programme for
this single storey classroom
block is nearing completion. 
Country & Metropolitan Plc are dealing, on a daily basis, with issues
that have an impact on our environment. It is, therefore, incumbent
upon us to adopt a responsible approach to matters such as
remediation of contaminated land and to our construction process.
It is important that we strive to minimise the impact on the
environment by the prevention of pollution as we carry out our
construction process. The preparation of a planning application for a
project has assessments carried out to analyse its environmental
impact and its sustainability.
Our approach to an environmentally friendly process includes the
following:
• Carry out as many developments as possible on brownfield sites.
The Group currently carries out over 95% of its developments on
such land.
• We are committed to ensuring that protected trees and protected
species are properly looked after.
• We strive to make our new houses as energy efficient as possible.
We build some sites using timber frame technology.
• We ensure that building materials are recycled on site as far as
possible.
• Our objective is to ensure our developments realise the desired
financial returns within an environmentally responsible and
sustainable manner.
The Group supports a number of local and national charities. Charitable donations during the year were £37,000 (2003: £9,000). Country & Metropolitan PLC   Annual Report & Accounts 2004 17
Country & Metropolitan have always recognised that the success of
the company has been based on a sound land acquisition strategy.
This strategy needs to be able to respond to changes in market
conditions, changes in the Group’s strategy and to the requirements
placed upon it by central and local government; the latter point is
even more relevant today due to the appalling level of service that
we receive from some local authority planning departments.
Whilst central government, through various reports such as the
“Review of Housing Supply” by Kate Barker (for which NCH are the
only named contributor) have recognised that the UK is desperately
short of new housing, it appears to be adopting few, if any, practical
measures to increase our ability as an industry to provide a much
larger volume of much needed housing.
In recognition of this we have taken the initiative to restructure the
central land buying function and create a new much larger
department which will enable us to focus on our two main priority
areas of large scale urban regeneration and the acquisition of sites
to provide new housing for first time buyers and for purchasers
within the £100,000 to £300,000 range.
We firmly believe that our land acquisition strategy is a key driver
of the business and consequently we are confident that our new
approach will enable us to build upon the successes that we have
had in the past on large scale urban regeneration sites such as
Highlands Hospital, Royal Earlswood Hospital and now High Royds
Hospital near Leeds. It will also enable us to look at bringing the
low cost model down into the south east.
More time and effort will need to be expended on dealing with
difficult planning authorities, but we are confident that our
approach and attitude to these will produce results.
With the Planning Inspectorate now talking about delays of 14
months before a planning enquiry is likely to be heard, then a
strategy of constant communication with these planning authorities
needs to be established and should ultimately bear fruit.
We intend to take a very tenacious and proactive approach to
planning applications with a new progress chasing system being
put in place to monitor our applications daily.
I would like to think that our new department might be seen as the
SAS of the house building sector! Whilst we will stop short of
scaling local Town Halls, we intend to make our dissatisfaction
known at a very early stage by a process of intense lobbying at
every level.
To underline our commitment to this revised approach the entire
Land Department in the South has moved into a separate office in
Rickmansworth, as we believe that this will enable the land team
to communicate closely and ensure that all avenues are covered
and all potential acquisitions are identified very early on and
thoroughly assessed.
As we have been able to prove in the past, an acquisition strategy
such as this is likely to produce the plots required to meet our
targets for growth, together with a surplus which will enable our
growth strategy to be “pump primed” by the sale of surplus land.
David Foster
Group Land Director
22 October 2004
Land Acquisition Strategy
“Building homes for 
the next generation.” Country & Metropolitan has had another excellent year with pre-tax
profit before amortisation of goodwill increasing by 91% to £10.9m.
These results demonstrate a fifth consecutive year of growth since the
Company floated onto the London Stock Exchange with significant
increases in dividends, which have grown by a compound rate of
19.1% per annum since the year ended 31 August 2000.
Accounting Policies
Following the introduction of FRS 5 Application Note G “Revenue
Recognition”, the Group has changed its accounting policy relating to
the recognition of income on the sale of residential properties to a
more prudent basis. Income is now determined at exchange of
contracts and completion of build. Previously income was determined
by exchange of contracts and the property being substantially built
with legal completion having taken place by the date of approval of
the accounts. The effect of this change is shown at Note 12 to the
accounts.
Profit and loss account
The Group’s turnover for the year ended 30 June 2004 increased by
34.7% from £60.5m to £81.4m. Operating profit before amortisation
of goodwill has increased from £7.8m to £13.9m and profit on
ordinary activities before tax and amortisation of goodwill has
increased from £5.7m to £10.9m being an increase of 91%. 
Basic earnings per share before amortisation of goodwill has risen by
58.6% to 33.41p (2003: 21.07p). The interim dividend was increased
by 57% over the previous period in order to rebalance the payout
between the interim and final dividends. The confidence placed by
the Board in the Group’s earnings has enabled it to increase the total
dividend by 25% to 4.125p (2003: 3.30p) per share resulting in a final
dividend of 3.025p (2003: 2.60p) per share. This provides dividend
cover of 6.1 times based on post tax profits and the total dividend.
Capital structure and treasury policy
In November 2003 the Company issued 5,050,521 ordinary shares
under the terms of a Placing and Open Offer for a cash consideration
of £7.9m net of expenses. The Group also issued 92,025 ordinary
shares for a cash consideration of £58,250 as a result of the exercise
of share options. In June 2004 the Company repurchased 50,000
ordinary shares at £1.76 per share for cancellation.
The Group’s overall policy is to finance its operations through a
combination of shareholders’ funds, long term bank loans, medium
term bank loans, short term bank overdrafts and cash in hand and at
bank. Wherever possible the Group also tries to secure deferred terms
on acquisition of land.
The Group’s facilities with its principal bankers, The Royal Bank of
Scotland, were reviewed in September 2004 and it currently has one
year committed revolving credit facilities totalling £50m and an
overdraft facility of £2.0m primarily for core borrowing requirements
and working capital. The Group also has an acquisition facility of
£6.0m which was fully utilised upon the acquisition of NorthCountry
Homes and expires in July 2005. Further details of the Group’s
borrowings are set out in Note 19 to the accounts.
An overall offset arrangement between any cash and loan balances
exists for the calculation of interest. Interest rates are either linked to
LIBOR or base rates. The Group’s policy, which is reviewed and agreed
by the Board, is to be in a position to take advantage of floating rates
on part of the debt but also to be protected against significant
increases in interest rates by the use of fixed rate loans or suitable
hedging instruments. In accordance with this policy the Group has a
mixture of floating rate debt and fixed rate hedging as shown in note
Financial Review
Nishith Malde
Finance Director
18 Country & Metropolitan PLC   Annual Report & Accounts 2004
“These results demonstrate a fifth consecutive year of growth since flotation.
Profit before tax and amortisation of goodwill has increased by 91% and
dividends have increased by 25% over the previous period.” 19 to the accounts. The Group policy is to write off interest as it is
incurred and net interest payable was covered 4.6 times by
operating profit before goodwill amortisation. No new fixed rate
hedging was entered into during the period. 
The Group does not have any foreign exchange exposure.
Cash flows 
The Group has reduced its net gearing at the end of the year from
145% to 93%. Net borrowings increased from £32.5m to £33.5m 
at the year end. Against this the Group has forward reservations 
and contracted sales of £81.7 (2003: £45.3m) at the end of
September 2004. 
The net cash outflow from operations was £4.6m after an increase
of stocks and work in progress of £27m, an increase in debtors of
£4.7m and a corresponding increase in creditors of £12.7m. 
Balance Sheet
The increase in freehold and investment properties relates to further
expenditure incurred on existing properties. Freehold and investment
properties valued by the directors amount to £13.2m.
The Group’s net current assets have increased from £15.7m to
£32.9m and shareholders’ funds have risen from £22.4m to £35.9m
resulting in net asset value per share of 150p compared to 118p at
30 June 2003.
The Group established two Limited Liability Partnerships (“LLPs”)
during the year, and the contractual arrangements are such that
they have been identified as quasi-subsidiaries under FRS 5 and are
therefore consolidated. The minority interests represent the capital
introduced by third parties into the LLPs.
Annual General Meeting
Notice convening the Company’s annual general meeting is set out
at the back of this document. In addition to ordinary business and
the renewal of authorities to allot shares, a resolution will be
proposed at the annual general meeting to authorise the Company
to repurchase up to 2,399,387 shares at a price of not less than
nominal value and not greater than 105 per cent of the average
market quotation for such shares over the five days preceding the
purchase. The authority will replace the existing share repurchase
authority and will expire at the next annual general meeting of the
Company or (if later) fifteen months after the date on which it is
passed. The authority will only be exercised where the Directors
consider that such exercise is in the best interests of the Company
having regard to market conditions from time to time and shares
repurchased may either be cancelled or put into treasury.
International Financial Reporting Standards (“IFRS”)
The Group will adopt IFRS for the year commencing 1 July 2005.
The implementation of IFRS is a major change and we have
members of staff addressing the issues involved. The impact of the
change to IFRS to our reported capital and reserves and on our net
profit will be assessed during the current financial year. Our
accounting policies for the recognition of revenue and the value of
land and work in progress should be unaffected. However, IFRS may
impact accounting policies, in particular for retirement benefits,
goodwill, financial instruments, deferred tax and long term share
based incentives. We will continue to keep our shareholders
informed as significant issues arise.
Nishith Malde
Finance Director
22 October 2004
Country & Metropolitan PLC   Annual Report & Accounts 2004 19 David Laing, aged 59, is an architect by profession and has been
involved with the property and construction sector for many years.
He joined the Company as non-executive Chairman in February
1996. He holds various other positions of responsibility and has
been county chairman of the Rural Development Commission for
Hertfordshire and Bedfordshire. 
Stephen Wicks, aged 53, was the founding shareholder of the
Company and has worked in the construction and housebuilding
sector all his working life. He has extensive knowledge of local 
and national government policies on both greenfield and 
brownfield sites. 
David Foster, aged 48, a member of the Royal Town Planning
Institute, worked as a local authority town planner until 1979. He
was then employed on land acquisitions by a number of national
housebuilders including Crest Nicholson PLC and McCarthy & Stone
PLC until establishing his own consultancy in 1990. He was
appointed Land Director in 1997. 
Nishith Malde, aged 46, qualified as a chartered accountant in
1985 with KPMG and specialised in advising owner managed
businesses. He left KPMG in 1989 to set up a consultancy firm
which later merged with the former auditors of the Group where
he was the partner responsible for the affairs of Country &
Metropolitan. In November 1998 he joined the Group as Finance
Director and Company Secretary.
Jonathan Marc Van Gelder, aged 40, was appointed to the Board
in September 1997 as a Non-Executive Director. He has worked for
the privately owned Allied Commercial Group of companies for the
last 13 years with responsibility for identifying and acquiring
property opportunities.
Terry Roydon, aged 57, has held a number of board positions in
the building sector, most notably as Chief Executive of Prowting
PLC. During his time at Prowting, the company floated on the
London Stock Market and generated a turnover of £150m. He is on
the Board of NHBC and is Chairman of its Finance and Audit
Committee. He is also an officer of the House Builders’ Federation.
Board of Directors
Left to right: Stephen Wicks, Nishith Malde, David Foster, David Laing, Jonathan Marc Van Gelder, Terry Roydon
20 Country & Metropolitan PLC   Annual Report & Accounts 2004 Country & Metropolitan PLC   Annual Report & Accounts 2004 21
Directors
D E Laing MA RIBA Non-Executive Chairman
S D Wicks Chief Executive
D M Foster MRTPI Land Director
N Malde FCA Finance Director
J M Van Gelder Non-Executive
T R Roydon Non-Executive
Secretary
N Malde FCA
Auditors
Nexia Audit Limited
Chartered Accountants and Registered Auditors
1 Riding House Street
London 
W1A 3AS
Tax Advisors
Deloitte & Touche LLP
1 Woodborough Road
Nottingham 
NG1 3FG
Financial Advisers 
Dawnay, Day Corporate Finance Limited
10 Grosvenor Gardens
London   
SW1W 0DH
Joint Stockbrokers
Numis Securities Limited
Cheapside House
138 Cheapside
London
EC2V 6LH
J M Finn & Co
Salisbury House
London Wall
London
EC2M 5TA
Solicitors
DLA
3 Noble Street
London
EC2V 7EE
Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham 
Kent
BR3 4TU
Bankers
National Westminster Bank PLC
South Herts Business Centre
2nd Floor, 10 St Peter’s Street
St Albans
Hertfordshire   
AL1 3LY
Registered Office
Harefield House
High Street
Harefield
Middlesex   
UB9 6RH
Company Number
2443898
Directors and Advisors Country & Metropolitan PLC   Annual Report & Accounts 2004 22
The Directors present their report and audited accounts for the 
year ended 30 June 2004. All comparitives are for the 10 months
ended 30 June 2003.
Business activities and business review
The principal activities of the Group during the period under
review covered various property projects primarily in the
residential property field. These included land acquisition and the
promotion of urban villages together with the construction of new
homes for open market sale. A detailed report is given in the
Operational Review on pages 6 to 14.
Results
The audited accounts for the year ended 30 June 2004 are set out
on pages 26 to 46. The Group achieved a profit before taxation
and amortisation of goodwill of £10.9 million (2003: £5.7 million).
The retained profit of £5.7 million (2003: £2.9 million) will be
transferred to reserves.
Dividends
The Directors recommend a final dividend of 3.025p per ordinary
share to be paid on 7 January 2005 to ordinary shareholders on
the register on 3 December 2004 which, together with the interim
dividend of 1.10p paid on 9 July 2004 makes a total of 4.125p for
the year (2003: 3.3p).
Fixed assets
In the opinion of the Directors the current open market value of
the Group’s fixed asset interests in land and buildings amounts to
£13.2 million. There is no material difference between the book
and the current open market value of fixed asset interests in land
and buildings.
Directors and their interests in the share capital
of the Company
The Directors who served during the year are listed together with
their biographical details on page 20. The Directors’ beneficial
interests in the ordinary shares of the Company are given in the
Remuneration Report on pages 24 to 25.
In accordance with the Articles of Association, Mr D E Laing and 
Mr J M Van Gelder will retire by rotation at the next Annual
General Meeting and, being eligible, offer themselves for re-
election. 
Substantial shareholdings
As at 22 October 2004 the Company had been notified of the
following interests that represent 3% or more of the issued share
capital of the Company excluding directors whose shareholdings
remain unchanged from the date of the accounts:
Number of Percentage
Ordinary shares held
Jupiter Asset Management Limited 1,782,918 7.43
Allied Commercial Exporters Limited 1,665,000 6.94
J Harrison 1,195,363 4.98
J P Morgan Fleming Investment
Management Limited 1,025,789 4.28
Universities Superannuation
Scheme Limited 964,683 4.02
Employees
The Group is an equal opportunities employer and the importance
of good communications with employees is recognised by the
Directors. Various benefit schemes are available to employees all
of whom are encouraged to participate subject to eligibility. Equal
opportunities for training, career development and promotion are
available to all employees regardless of disability, age, sex, race,
religion, colour, nationality or sexual orientation.
Applications for employment by disabled persons are always fully
and fairly considered with appropriate regard to the aptitudes and
abilities of the applicant concerned. In the event of a person
becoming disabled during their employment, the Group will
endeavour to continue their employment and arrange appropriate
training and or adjustments to the working environment where
possible.
The Directors recognise the importance of good communications
and relations with employees and these are maintained at Head
Office and local operational level through team briefing,
management meetings, internal company statements and
newsletters.
Policy for payment of creditors
It is the Company’s payment policy to negotiate the best possible
terms for all business and therefore there is no consistent policy
as to the terms used. We make sure that suppliers know the terms
on which business will take place and it is our policy to abide by
the terms. At 30 June 2004, the trade creditors of the Company
represented 48 days (2003: 27 days) of purchases made by the
Company.
Charitable donations
During the period the Group made various charitable donations
totalling £37,000 (2003: £9,000). No political donations were
made in either period.
Auditors
A resolution to reappoint Nexia Audit Limited will be proposed at
the next Annual General Meeting.
By order of the Board
N Malde FCA, Secretary
Harefield House
High Street, Harefield
Middlesex UB9 6RH
22 October 2004
Responsibilities of the Directors
in respect of the preparation of the accounts
Company law requires directors to prepare accounts for each
financial year which give a true and fair view of the state of
affairs of the Company and the Group and of the profit or loss of
the Group for that period. In preparing those accounts, the
directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and
prudent;
• state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the accounts; and
• prepare the accounts on the going concern basis unless it is
inappropriate to presume that the Group will continue in
business.
The Directors of Country & Metropolitan PLC are responsible for
keeping proper accounting records which disclose with reasonable
accuracy, at any time, the financial position of the Company and
the Group and to enable them to ensure that the accounts comply
with the Companies Act 1985. They have general responsibility for
taking such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and other
irregularities.
Directors’ Report for the year ended 30 June 2004 Country & Metropolitan PLC   Annual Report & Accounts 2004 23
The Board has considered the requirements of the Combined Code
adopted by the London Stock Exchange in performing the
Corporate Governance of the Group. The Company has complied,
except where noted, throughout the year ended 30 June 2004,
with the provisions of Section 1 of the Combined Code which
relate to the principles of Good Governance and Code of Best
Practice.
The Board comprises of three Executive Directors and three Non-
Executive Directors. The Non-Executive Directors are considered to
be totally independent within the meaning of provision A.3.2 of
the Combined Code. In view of the size and composition of the
Board it is considered to be inappropriate to recognise a senior
independent Director as required by provision A.2.1 and for a
Nomination Committee to be established under provision A.5.1.
Under the Articles of Association of the Company at least one third
of the Board is required to retire by rotation and offer for re-
election.
Mr D E Laing and Mr J M Van Gelder have a letter of appointment
which is terminable upon not less than six months written notice
by either party. Mr T R Roydon has a contract for services between
his company, Hansom Property Company Limited and Country &
Metropolitan PLC which is terminable by either party giving three
months notice.
Board and Committees
All members of the Board are equally accountable under the law
for the proper stewardship of the Company’s affairs. The roles of
the Chairman and Chief Executive are separate and clearly defined.
The Chairman is primarily responsible for the running of the Board
and the Chief Executive is responsible for the running of the
business of the Group.
The Board meets regularly on a formal basis and is supplied with
appropriate information to enable it to discharge its duties. There
is an agreed schedule of matters reserved for the Board for
collective decision. The Executive Directors meet informally between
formal Board meetings to focus on strategy, cash management,
financial performance, major transactions and control of operations
generally.  
The Board has delegated specific responsibilities to the Audit and
Remuneration Committees.
Audit Committee
The Audit Committee comprises Mr D E Laing, Mr J M Van Gelder
and Mr T R Roydon. It meets twice a year with the auditors and is
responsible for ensuring that the financial performance of the
Group is properly reported on and monitored. In particular it
focuses on accounting policies, compliance and internal control. It
also reviews the scope and results of the audit and its cost
effectiveness and the independence and objectivity of the
auditors.
Remuneration Committee
The Remuneration Committee comprises Mr D E Laing, Mr J M Van
Gelder and Mr T R Roydon. The Committee meets at least once
each year and reviews remuneration and terms of employment of
Executive Directors and certain senior employees. In particular, the
Committee determines specific remuneration packages for each
Executive Director. The fees for the Non-Executive Directors are
decided by a committee of the Board comprising all the Executive
Directors. The Directors’ Remuneration Report is set out on pages
24 to 25.
Investor Relations
The Company meets with its institutional shareholders as
appropriate. All shareholders are kept up to date with the affairs
of the Group through the Annual and Interim Reports. Save in
exceptional circumstances, all members of the Board attend the
Annual General Meeting ("AGM") which is used to communicate
with private and institutional shareholders. The chairmen of the
Audit and Remuneration Committees are also available at the AGM
to answer questions.
Internal Control
In applying the principle that the Board should maintain a sound
system of internal control to safeguard shareholders’ investment
and the assets of the Group, the Directors recognise that they have
overall responsibility for ensuring that the Group maintains a
system of internal control to provide them with reasonable
assurance regarding effective and efficient operations, internal
financial control and compliance with laws and regulations. The
Group has a process for identifying, evaluating and managing the
significant risks the Group faces. The Board reviews this process on
an ongoing basis, which has been in place throughout the period
and up to the date of approval of the accounts and which is in
accordance with Internal Control: Guidance for Directors on the
Combined Code published in September 1999. Such a system is
designed to manage rather than eliminate the risk of failure to
achieve business objectives, and can only provide reasonable and
not absolute assurance against material misstatement or loss.
The key features of the control system that operated throughout
the period covered by the accounts are described below.  
- The Group has a defined organisation and management
structure to ensure a proper division of responsibility and
authority.
- The Board has identified areas of risk which are reviewed on a
regular basis for their relevance and appropriateness to the
business.
- Control procedures are in place to address key areas of risk.
These include authorisation procedures over land purchases
which are considered and approved by the Board before
contracts are entered into. Controls are also in place to cover
other areas such as payment of invoices, cash control and
expansion of the business.   
- Monthly Board and Management meetings are held with all
Regions of the Group, where key aspects of the business are
discussed.
- The Group’s systems provide regular updates on key statistics in
relation to sales and production. Detailed short term and two
year cash flow forecasts are also used by the Board and the
Executive Directors to control the cash requirements of the
Group.
Going Concern
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable
future. For this reason, they continue to adopt the going concern
basis in preparing the accounts.
Corporate Governance Statements Country & Metropolitan PLC   Annual Report & Accounts 2004 24
Directors’ emoluments - audited information
The remuneration of the individual Directors was:
2004 2003
Salary/fees Bonus Benefits Pension Total Total
£’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
S D Wicks 244 267 24 189 724 604
D M Foster 174 62 20 16 272 224
N Malde 207 159 17 31 414 352
Non-Executive Directors
D E Laing 35 – – – 35 27
J M Van Gelder 25 – – – 25 20
T R Roydon 25 – – – 25 6
As well as complying with the provisions of the Combined Code as
disclosed in the Company’s corporate governance statements, the
Company has applied the Principles of Good Governance relating
to Directors’ remuneration as described below.
Remuneration Committee
The Remuneration Committee comprises the three Non-Executive
Directors, Mr D E Laing, Mr J M Van Gelder and Mr T R Roydon.
Remuneration Policy
The Remuneration Committee has overall responsibility for
remuneration policy in respect of Executive Directors and certain
senior employees. The Group provides competitive remuneration
packages at all levels in order to attract, retain and motivate staff.
Basic salaries and benefits are reviewed annually and bonuses are
awarded for achieving high levels of performance. 
The principal terms of reference of the Committee are as follows:
- To determine the basic salary of the Executive Directors and
certain senior employees.
- To determine, after the end of the financial period, the amounts
that should be awarded as bonuses taking account of the
Group’s targets and individual performance.
- To agree the Executive Directors and senior employees to whom
share options should be granted in order to align their interests
with those of shareholders.
- To agree the annual targets for the Group which would be
applicable for incentive schemes.
The remuneration of the Non-Executive Directors, who are
members of the Committee, is a matter reserved for the Executive
Directors who take account of practices in other companies.
Service contracts
The Executive Directors have service contracts with the Company
which may be terminated by the Company upon 24 months notice
and by the Director upon 6 months notice. The service contracts do
not include provision for pre-determined compensation for early
termination.
Incentive schemes - audited information
Annual bonuses are subject to achieving Group performance
targets and the Committee has the right to award discretionary
bonuses based on individual performance.
The Company has in place the Country & Metropolitan PLC 1999
Approved Share Option Scheme and the Country & Metropolitan
PLC 1999 Unapproved Share Option Scheme.
At 30 June 2004, options had been granted over 1,577,463 shares
to the Executive Directors and over 592,661 shares to senior
employees and staff. The exercise of the options granted to the
Executive Directors is subject to objective performance conditions
determined by the Remuneration Committee prior to the grant of
an option. The current performance criterion is that, over a three
year period, the Company’s performance in respect of earnings per
share growth, must exceed the growth in the Retail Price Index by
an average of 2% per annum.
Directors’ Remuneration Report Country & Metropolitan PLC   Annual Report & Accounts 2004 25
Share options - audited information
Aggregate emoluments disclosed above do not include any amounts for the value of options to acquire ordinary shares in the Company
granted to or held by the Directors. Details of the options are as follows:
At 30 Placing and At 30
June  Open Offer June Exercise Expiry
Director Scheme 2003 Adjustment Granted Exercised 2004 price date
S D Wicks 1999 Approved 46,474 106 – 46,580 – 63.71p 2003-2010
1999 Unapproved 262,577 3,459 – 1,820 264,216 63.71p 2003-2010
225,000 2,964 – – 227,964 78.47p 2005-2012
100,000 1,317 – – 101,317 88.34p 2006-2013
– – 75,000 – 75,000 216.50p 2007-2014
D M Foster 1999 Approved 46,474 612 – – 47,086 63.71p 2003-2010
1999 Unapproved 185,314 2,441 – – 187,755 63.71p 2003-2010
90,000 1,186 – – 91,186 78.47p 2005-2012
40,000 527 – – 40,527 88.34p 2006-2013
– – 50,000 – 50,000 216.50p 2007-2014
N Malde 1999 Approved 46,474 612 – – 47,086 63.71p 2003-2010
1999 Unapproved 185,314 2,441 – – 187,755 63.71p 2003-2010
135,000 1,778 – – 136,778 78.47p 2005-2012
60,000 790 – – 60,790 88.34p 2006-2013
– – 60,000 – 60,000 216.50p 2007-2014
The market price of the ordinary shares at 30 June 2004 was 179.5p and the range during the period was 112.5p to 218.5p.
Performance graphs
The Remuneration Report Regulations provide that the Company
must provide a graph comparing the total shareholder return
(“TSR“) performance of a hypothetical holding of shares in the
Company with a broad equity market index over a five year period
- the ‘Compliance Graph’. In this context, the Directors have chosen
to illustrate the performance of TSR against the FTSE Actuaries
Fledgling Index over a period commencing on 9 December 1999,
being the date on which the Company’s ordinary shares were listed
on the London Stock Exchange. In the opinion of the Directors, the
FTSE Actuaries Fledgling Index is the most appropriate index against
which TSR should be measured because it is a widely used and
understood index of broadly similar sized UK companies to the
Company. The Compliance Graph is shown below.
Compliance Graph - Historical TSR performance
Equity interests of the Directors in the Company
The beneficial interests of the Directors and of their families in the
issued ordinary shares of the Company were as follows:
Director At 30 At 30
June 2004 June 2003
D E Laing 185,892 405,102
S D Wicks 2,766,076 2,520,000
D M Foster 812,709 807,154
N Malde 702,859 683,693
J M Van Gelder 81,097 81,097
T R Roydon 32,124 27,958
On 8 July 2004, Mr S D Wicks, Mr N Malde and Mr T R Roydon
acquired 5,000, 2,000 and 10,000 ordinary shares in the Company
at 167.5p, 168p and 167p per share respectively.
Pensions - audited information
The Company operates a Group Stakeholder Plan which included
one Executive Director, Mr D M Foster. Pension contributions were
made to a small self administered scheme for Mr S D Wicks and
Mr N Malde.
Pension contributions are based on basic salary only and do not
take account of bonuses and benefits in kind. 
Pension contributions paid by the Company in respect of Executive
Directors are shown above. Part of Mr S D Wicks’s salary has been
taken by way of contribution to his pension scheme.
D E Laing
Chairman - Remuneration Committee
22 October 2004
Directors’ Remuneration Report continued
2000 2001 2002 2003 2004
60
80
100
120
140
160
180
200
220
240
COUNTRY & METROPOLITAN - TOT RETURN IND
FTSE ACTUARIES FLEDGLING - TOT RETURN IND SOURCE: DATASTREAM Country & Metropolitan PLC   Annual Report & Accounts 2004 26
10 months 
Year ended ended
30 June 2004 30 June 2003
Restated
Notes £’000 £’000
Turnover 1 81,442 60,462
Cost of sales (54,483) (44,077) 
Gross profit 26,959 16,385
Net operating expenses 4 (13,002) (8,802)
Share of (loss)/profit of associated undertakings (78) 206
Operating profit before goodwill amortisation 13,879 7,789
Goodwill amortisation (535) (445)
Operating profit 13,344 7,344
Interest receivable and similar income 5 7 40
Interest payable and similar charges 6 (2,995) (2,130)
Profit on ordinary activities before taxation 7 10,356 5,254
Tax on profit on ordinary activities 8 (3,527) (1,717)
Profit for the financial period 6,829 3,537
Dividends 9 (1,122) (623)
Retained profit for the period 10,24 5,707 2,914
Basic earnings per share - before goodwill amortisation 11 33.41p 21.07p
- after goodwill amortisation 11 30.99p 18.71p
Diluted earnings per share - before goodwill amortisation 11 31.93p 20.59p
- after goodwill amortisation 11 29.62p 18.29p
Dividend per share 9 4.125p 3.30p
The profit for the financial period arises from continuing operations. 
Consolidated Statement of Total Recognised Gains & Losses for the year ended 30 June 2004
10 months
Year ended ended
30 June 2004 30 June 2003
Restated
£’000 £’000
Profit for the financial period attributable to members of the Company 6,829 3,537
Unrealised surplus on revaluation of properties – 106
Total recognised gains and losses relating to the year 6,829 3,643
Prior year adjustment 12 (953)
Total gains and losses recognised since last annual report and financial statements 5,876
Consolidated Note of Historical Cost Profits & Losses for the year ended 30 June 2004
10 months
Year ended ended
30 June 2004 30 June 2003
Restated
£’000 £’000
Reported profit on ordinary activities before taxation 10,356 5,254
Realisation of property revaluation gains of previous years – 29
Historical cost profit on ordinary activities before taxation 10,356 5,283
Historical cost profit for the period retained after taxation and dividends 5,707 2,943
Consolidated Profit & Loss Account for the year ended 30 June 2004 Country & Metropolitan PLC   Annual Report & Accounts 2004 27
Group Company
2004 2003 2004 2003
Restated
Notes £’000 £’000 £’000 £’000
Fixed assets
Intangible assets - goodwill 13 4,318 4,853 – –
Tangible assets 14 14,526 13,838 193 135
Investments 15 4,812 2,087 18,971 16,590
23,656 20,778 19,164 16,725
Current assets
Stocks 16 69,083 42,093 – –
Debtors 17 19,429 15,088 18,809 15,287
Cash at bank and in hand 11,711 4,896 – 2
100,223 62,077 18,809 15,289
Creditors - amounts falling due within one year 18 (67,359) (46,390) (12,869) (13,706)
Net current assets 32,864 15,687 5,940 1,583
Total assets less current liabilities 56,520 36,465 25,104 18,308
Creditors - amounts falling due after more than one year 18 (12,650) (14,043) (6,014) (5,872)
Provision for liabilities and charges 21 (29) (33) – –
Net assets 43,841 22,389 19,090 12,436
Share capital and reserves
Called up share capital 23 240 189 240 189
Share premium account 24 17,832 9,940 17,832 9,940
Revaluation reserves 24 2,393 2,393 – –
Profit and loss account 24 15,486 9,867 1,018 2,307
Shareholders’ Funds
Equity interests 25 35,951 22,389 19,090 12,436
Equity minority interests 26 7,890 – – –
Total capital employed 43,841 22,389 19,090 12,436
These accounts were approved by the Board of Directors on • October 2004 and signed on its behalf by:
S D Wicks - Chief Executive
N Malde - Finance Director
Balance Sheets as at 30 June 2004 Country & Metropolitan PLC   Annual Report & Accounts 2004 28
10 months
Year ended ended
30 June 30 June
2004 2003
Note £’000 £’000
Net cash (outflow)/inflow from operating activities 28 (4,618) 2,426
Returns on investments and servicing of finance
Interest received 6 59
Interest paid (2,734) (2,641)
Dividends received 147 182
Net cash outflow from returns on investments and servicing of finance (2,581) (2,400)
Taxation
Corporation tax paid (4,820) (2,891)
Capital expenditure and financial investment
Purchase of tangible fixed assets (790) (477)
Proceeds from sale of tangible fixed assets 267 2,329
Proceeds from sale of investments 1,099 944
Purchase of investments (4,110) (2,551)
Net cash (outflow)/inflow from capital expenditure and financial investment (3,534) 245
Equity dividends paid (756) (520)
Cash outflow before financing (16,309) (3,140)
Financing
Issue of capital of quasi-subsidiary undertaking to minority interests 7,890 –
Issue of shares 8,392 –
Share issue expenses (453) –
Purchase of own shares (89) –
Repayment of short-term loans (unsecured) (1,000) –
New secured loans – 1,000
Repayment of secured loans – (1,998)
Repayment of capital element of finance lease rentals (361) (288)
Repayment of loan stock – (250)
Bank loans received 31,257 22,977
Bank loans repaid (22,512) (21,664)
Net cash inflow/(outflow) from financing 23,124 (223)
Increase/(decrease) in cash 28 6,815 (3,363)
Consolidated Cash Flow Statement for the year ended 30 June 2004 Country & Metropolitan PLC   Annual Report & Accounts 2004 29
Accounting Policies
The principal accounting policies of the Group which have been consistently applied in dealing with items which are considered material
in relation to the Group’s accounts are as follows:-
(a) Basis of accounting
The accounts have been prepared in accordance with applicable accounting standards and under the historical cost basis of
accounting as modified by the revaluation of certain fixed assets.
Following the introduction of Financial Reporting Standard No 5, Application Note G ‘Revenue Recognition’, the Group has reviewed
and decided to amend its accounting policy regarding the recognition of income on residential property sales. This is explained in (d)
below and in Note 12 to the accounts. The comparative figures have been restated accordingly.
(b) Basis of consolidation
The Group accounts consolidate the accounts of the Company and all its subsidiary undertakings from the date on which control of each
undertaking passes to the Group. Acquisitions are accounted for under the acquisition method.
In accordance with Section 230 of the Companies Act 1985, the Company has not presented a separate profit and loss account.
Undertakings, other than subsidiary undertakings, in which the Group has an investment representing not less than 20% of the voting
rights and over which it exerts significant influence are treated as associated undertakings. The Group accounts include the appropriate
share of these undertakings’ results, on an equity accounting basis in accordance with FRS9.
The group has two quasi-subsidiaries which are consolidated in the accounts and further details are included in Note 15.
(c) Turnover
Turnover comprises amounts receivable from house sales, the total value of contracting work executed during the period, amounts
receivable and related fees from project management services, proceeds from disposal of sites assembled for resale, rental income
and amounts invoiced by the Group in respect of other services rendered during the period excluding value added tax.
(d) Recognition of income on property activities
As disclosed above the Group has changed its policy on the recognition of income on residential property sales. Disposals of
residential properties are now accounted for at the date of exchange, where there is a legally binding, unconditional, irrevocable
contract and where the property is build complete. Previously income was recognised at the date of exchange, where there was a
legally binding, unconditional, irrevocable contract and where the property was substantially built and legal completion took place by
the date of approval of the accounts.
Income is recognised on land sales when contracts are exchanged. Where the Group undertakes developments with other investors
and profits are shared and paid by way of a development fee, income is recognised when individual units within the development
are sold.
(e) Cost of letting new developments
All costs incurred in the initial letting of development properties are capitalised. Any subsequent costs expended on re-letting the
properties are charged to the profit and loss account in the year they are incurred.
(f) Investments
Investments are valued at cost less provision for impairment in value.
(g) Investment properties
Investment properties are stated at their open market value at the balance sheet date. Surpluses or deficits on individual properties are
transferred to the investment revaluation reserve, except that a deficit which is expected to be permanent and which is in excess of
any previously recognised surplus over cost relating to the same property, or the reversal of such a deficit, is charged (or credited) to
the profit and loss account. Other deficits on revaluation not expected to be permanent are taken to the statement of total
recognised gains and losses.
In accordance with SSAP 19, no depreciation or amortisation is provided in respect of freehold and leasehold investment properties
where the unexpired term of the lease is more than 20 years. This treatment for certain of the Group’s investment properties is a
departure from the requirements of the Companies Act 1985 concerning depreciation of fixed assets. However, these properties are
not held for consumption but for investment and the Directors consider that systematic annual depreciation would be inappropriate.
The accounting policy adopted is therefore necessary for the accounts to give a true and fair view. Depreciation or amortisation is
only one of the factors reflected in the annual valuation, and the amount which might otherwise have been shown cannot be
separately identified or quantified.
Notes to the Accounts for the year ended 30 June 2004 Country & Metropolitan PLC   Annual Report & Accounts 2004 30
Notes to the Accounts for the year ended 30 June 2004 continued
(h) Depreciation
Depreciation is provided to write off the cost or valuation less the estimated residual value of tangible fixed assets on a straight line
basis over their useful economic lives at the following annual rates:
Plant and equipment 25%
Furniture, fixtures and fittings 20% - 25%
Motor Vehicles 25%
Freehold properties are not depreciated in the accounts of the Group.  The Directors consider that freehold properties are maintained
in such a state of repair that their residual value is at least equal to their net book value. As a result the corresponding depreciation
would not be material and therefore is not charged in the profit and loss account. The Directors perform annual impairment reviews
in accordance with the requirements of FRS15 and FRS11 to ensure that the carrying value is not lower than the recoverable amount.
(i) Intangible assets - goodwill
Goodwill arising on the acquisition of subsidiary undertakings, representing any excess of the fair value of the consideration given
over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its
useful economic life. The useful economic life of goodwill is assessed separately for each acquisition and is currently 10 years.
Provision is made for any impairment.
(j) Stocks and work in progress
Stocks and work in progress are stated at the lower of cost and net realisable value. Cost comprises all expenditure directly related to
development or land assembly projects. Net realisable value represents the Directors’ estimate of the net proceeds receivable after
taking account of market conditions prevailing at the date of approval of the accounts.
(k) Long term contracts
Profit on long term contracts is taken as the work is carried out if the outcome can be assessed with reasonable certainty.  The profit
included is calculated on a prudent basis to reflect the proportion of the work carried out at the period end, by recording turnover
and related costs as contract activity progresses. Turnover is calculated by reference to valuation of the work carried out to date. Full
provision is made for losses on all contracts in the period in which they are first foreseen.
(l) Taxation
The charge for taxation is based on the result for the period, which takes account of taxation deferred because of timing differences
between the treatment of certain items for taxation purposes and the treatment under the Group’s accounting policies.  
Deferred tax is provided for on a full provision basis on all timing differences, which have arisen but not reversed at the balance
sheet date. No timing differnces are recognised in respect of gains on sale of assets where those gains have been rolled over into
replacement assets. Deferred tax assets are recognised to the extent that they are recoverable, that is, on the basis of all available
evidence, it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing
differences can be deducted. Any assets and liabilities recognised have not been discounted.
(m)Leased assets
Fixed assets that are the subject of finance leases or hire purchase contracts are capitalised and included in tangible fixed assets. The
corresponding liability is included in creditors.  The finance cost element of the lease or hire purchase contracts is charged to the
profit and loss account over the period of the lease.
Expenditure on leases other than finance leases ("operating leases") is charged to the profit and loss account in the period it is incurred.
(n) Pensions
The Company operates a defined contribution pension scheme and contributes into a small self administered scheme for two of its
directors. Contributions payable for the period are charged to the profit and loss account.
The Group also operates a defined benefit scheme. The expected cost of providing pensions under this scheme, as calculated
periodically by professionally qualified actuaries, is charged to the profit and loss account so as to spread the cost over the service
lives of employees in the scheme in such a way that the pension cost is substantially level percentage of current and expected future
pensionable payroll.
(o) Treasury instruments
The Group uses interest rate swaps to manage financial risk. Interest charges and financial liabilities are stated after taking account of
these swaps. Country & Metropolitan PLC   Annual Report & Accounts 2004 31
1. Turnover and segmental analysis
Turnover, gross profit and operating profit arose within the United Kingdom from continuing operations and are analysed as follows:
10 months 
Year ended ended
30 June 2004 30 June 2003
Restated
£’000 £’000
Turnover
Residential development 80,431 59,607
Property investment 1,011 855
81,442 60,462
Gross Profit
Residential development 26,101 15,783
Property investment 858 602
26,959 16,385
Net operating expenses (13,002) (8,802)
Share of (loss)/profit of associated undertaking (residential development) (78) 206
Operating profit before goodwill amortisation 13,879 7,789
Goodwill amortisation (534) (445)
Operating profit 13,345 7,344
Net interest (2,989) (2,090)
Profit on ordinary activities before taxation 10,356 5,254
2004 2003
Restated
£’000 £’000
Segment net assets:
Residential development 43,525 19,472
Property investment 5,344 5,673
48,869 25,145
Share of associates’ net assets 1,260 916
Unallocated net assets (6,288) (3,672)
43,841 22,389
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 32
2. Staff numbers and costs
The average number of persons (including Directors) employed by the Group during the period was as follows:
10 months
Year ended ended
30 June 2004 30 June 2003
Number Number
Residential development 290 275
Property investment 7 7
297 282
The aggregate payroll cost of all employees, including Directors, was as follows:
10 months
Year ended ended
30 June 2004 30 June 2003
£’000 £’000
Wages and salaries 9,972 6,786
Social security costs 1,000 680
Pension costs 507 303
11,479 7,769
3. Directors’ emoluments
10 months
Year ended ended
30 June 2004 30 June 2003
£’000 £’000
Emoluments – as Executives 1,174 1,088
– as Fees 85 53
– Pension contributions (money purchase schemes – 3 Directors (2003: 3 Directors)) 236 92
The emoluments of the highest paid Director were:
Remuneration – salary and taxable benefits 535 550
Pension contributions to money purchase scheme 189 54
Details of Directors’ remuneration is contained in the Directors’ Remuneration Report on pages 24 to 25.
4. Net operating expenses
10 months
Year ended ended
30 June 2004 30 June 2003
Restated
£’000 £’000
Administrative expenses 13,059 8,972
Profit on sale of tangible fixed assets (80) (71)
Loss/(profit) on sale of fixed asset investments 23 (99)
13,002 8,802
5. Interest receivable and similar income
10 months
Year ended ended
30 June 2004 30 June 2003
£’000 £’000
Other interest receivable and similar income 7 40
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 33
6. Interest payable and similar charges 10 months
Year ended ended
30 June 2004 30 June 2003
£’000 £’000
On bank loans, overdrafts and other loans wholly repayable within five years 2,563 1,929
On bank and other loans not wholly repayable within five years 240 66
Finance charges in respect of hire purchase contracts 39 34
Other finance charges 153 101
2,995 2,130
7. Profit on ordinary activities before taxation 10 months
Year ended ended
30 June 2004 30 June 2003
Restated
£’000 £’000
The profit on ordinary activities before taxation is stated after charging:
Depreciation 520 360
Goodwill amortisation 534 445
Auditors’ remuneration – Group audit fees 76 62
– Company audit fees 10 10
– for non audit services 17 32
– for non audit services paid to related companies of the auditors 2 67
Operating lease rentals – other assets 110 43
Hire of plant and machinery 497 344
8. Tax on profit on ordinary activities 10 months
Year ended ended
30 June 2004 30 June 2003
Restated
£’000 £’000
Current tax:
UK Corporation Tax at 30% (2003: 30%)
Current period 3,513 1,656
Under/(over) provision in prior years – 33
Associated undertakings 38 62
Total current tax 3,551 1,751
Deferred tax:
Origination and reversal of timing differences (24) (34)
Total deferred tax (see Note 21) (24) (34)
Tax on profit on ordinary activities 3,527 1,717
The difference between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax 
to the profit before tax is as follows:
2004 2003
Restated
£’000 £’000
Profit on ordinary activities before tax 10,356 5,254
Share of loss/(profit) before tax of associated undertakings 78 (206)
Profit on ordinary activities before tax 10,434 5,048
Tax on Group profit on ordinary activities at standard UK corporation tax rate of 30% (2003: 30%) 3,130 1,514
Effects of:
Expenses not deductible for tax purposes 269 152
Non taxable income – 5
Other timing differences 114 (15)
Current tax charge for the year 3,513 1,656
The amount of deferred tax that has not been provided on revalued fixed assets is £370,000 (2003: £531,000). At present it is not
envisaged that any tax will become payable in the foreseeable future.
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 34
9. Dividends
10 months
Year ended ended
30 June 2004 30 June 2003
£’000 £’000
Interim equity dividend paid of 1.10p (2003: 0.70p) per ordinary share 396 132
Final equity dividend proposed of 3.025p (2003: 2.60p) per ordinary share 726 491
1,122 623
10. Retained profit for the year
10 months
Year ended ended
30 June 2004 30 June 2003
Restated
£’000 £’000
The retained profit for the period is attributable to:
The Company 1,018 793
Subsidiary and associated undertakings 4,689 2,121
5,707 2,914
11. Earnings per share
The calculation of the basic and diluted earnings per share figures are based on the following:
10 months
Year ended ended
30 June 2004 30 June 2003
Restated
£’000 £’000
Profit on ordinary activities after tax 6,829 3,537
Amortisation of goodwill 534 445
Profit on ordinary activities before goodwill amortisation and after tax 7,363 3,982
Number Number
‘000 ‘000
Weighted average number of shares in issue during the year used in 
the calculation of basic earnings per share 22,038 18,901
Dilutive effect of options treated as exercisable at the year end 1,021 437
Weighted average number of shares used in the calculation of diluted earnings per share 23,059 19,338
Basic earnings per share
- before goodwill amortisation 33.41p 21.07p
- after goodwill amortisation 30.99p 18.71p
Diluted earnings per share
- before goodwill amortisation 31.93p 20.59p
- after goodwill amortisation 29.62p 18.29p
The directors have disclosed both the basic and diluted earnings per share before amortisation of goodwill to demonstrate the underlying
performance of the business.
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 35
12. Prior year adjustment
Following the introduction of Financial Reporting Standard No. 5 Application Note G “Revenue Recognition”, the Group has changed its
accounting policy relating to the recognition of income on the sale of residential properties. Point of sale is now determined by exchange
of contract and completion of build. Previously the point of sale was determined by exchange of contract and the property being
substantiallly built with legal completion having taken place by the date of approval of the accounts.
The effect of the change in accounting policy on the net assets at 30 June 2003 is a reduction of £953,000 which is shown as a prior year
adjustment. The results for the period to that date are reduced by £915,000 and the comparative figures have been restated accordingly.
The balance sheet impact of the change has been as follows:
Increase/(Decrease)
£’000
Stocks 1,989
Debtors (2,955)
Creditors 13
Reduction in net assets (953)
For the year ended 30 June 2004, it is impractical to quantify the impact of the change of policy as the build process no longer recognises
the stage of substantially built.
13. Intangible assets
Goodwill
Group £’000
Cost
At 1 July 2003 5,343
At 30 June 2004 5,343
Amortisation
At 1 July 2003 490
Charge for the year 535
At 30 June 2004 1,025
Net book value
At 30 June 2004 4,318
At 30 June 2003 4,853
14. Tangible assets
Furniture
Freehold Investment Plant & Fixtures & Motor
Property Properties Equipment Fittings Vehicles Total
Group £’000 £’000 £’000 £’000 £’000 £’000
Cost or valuation
At 1 July 2004 2,668 10,241 206 493 844 14,452
Additions 24 377 115 217 661 1,394
Disposals – (115) (15) (22) (265) (417)
At 30 June 2004 2,692 10,503 306 688 1,240 15,429
Depreciation
At 1 July 2004 – – 83 242 289 614
Charge for the year – – 62 149 309 520
Disposals – – (15) (22) (194) (231)
At 30 June 2004 – – 130 369 404 903
Net book value
At 30 June 2004 2,692 10,503 176 319 836 14,526
At 30 June 2003 2,668 10,241 123 251 555 13,838
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 36
14. Tangible assets continued
At 30 June 2004, the Group’s freehold and investment properties were valued on an open market basis as follows:
2004 2003
£’000 £’000
Freehold properties 2,692 2,668
Investment properties 10,503 10,241
13,195 12,909
The freehold and investment properties were valued by the Directors. The freehold properties were last externally valued on an open
market value for existing use basis on 30 June 2003 by Edwin Hill, Weatherall Green & Smith and Andrew Miller. At 30 June 2004, the
investment properties were freehold and long leasehold properties and were not depreciated. Depreciation is only one of the factors
reflected in the annual valuation and the amount which might otherwise have been shown cannot be separately identified or quantified.
The figures for freehold and investment properties (included above at valuation) determined in accordance with the historical cost basis
of accounting are as follows:
2004 2003
£’000 £’000
Cost and net book value 10,703 10,417
The net book value of motor vehicles includes an amount of £791,000 (2003: £547,000) held under hire purchase contracts. The amount
of depreciation charged on these motor vehicles during the year amounted to £289,000 (2003: £206,000).
Furniture
Plant & Fixtures & Motor
Equipment Fittings Vehicles Total
Company £’000 £’000 £’000 £’000
Cost 
At 1 July 2003 45 206 212 463
Additions – 13 166 179
Disposals – – (83) (83)
At 30 June 2004 45 219 295 559
Depreciation
At 1 July 2003 44 142 142 328
Charge for the year 1 31 65 97
Disposals – – (59) (59)
At 30 June 2004 45 173 148 366
Net book value
At 30 June 2004 – 46 147 193
At 30 June 2003 1 64 70 135
The net book value of the motor vehicles in the Company includes an amount of £147,000 (2003: £73,000) held under hire purchase
contracts. The amount of depreciation charged on these motor vehicles during the year amounted to £65,000 (2003: £44,000)
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 37
15. Investments held as fixed assets
Associated Associated
Other Listed Undertakings Undertakings
Investments Investments – Shares – Loans Total
Group £’000 £’000 £’000 £’000 £’000
At 1 July 2003 25 1,146 21 895 2,087
Additions 41 3,504 – 565 4,110
Share of loss retained by associated undertakings – – (221) – (221)
Transferred to associated undertakings - loans – – 216 (216) –
Disposals – (781) – – (781)
At 30 June 2004 66 3,869 16 1,244 5,195
Amounts written off
At 1 July 2003 – – – – –
Charge for the year 66 317 – – 383
At 30 June 2004 66 317 – – 383
Net book value
At 30 June 2004 – 3,552 16 1,244 4,812
At 30 June 2003 25 1,146 21 895 2,087
Associated
Other Listed Subsidiary Undertakings
Investments Investments Undertakings – Shares Total
Company £’000 £’000 £’000 £’000 £’000
At 1 July 2003 25 1,146 15,397 22 16,590
Additions 41 3,504 – – 3,545
Disposals – (781) – – (781)
At 30 June 2004 66 3,869 15,397 22 19,354
Amounts written off
At 1 July 2003 – – – – –
Charge for the year 66 317 – – 383
At 30 June 2004 66 317 – – 383
Net book value
At 30 June 2004 – 3,552 15,397 22 18,971
At 30 June 2003 25 1,146 15,397 22 16,590
The market value of listed investments at 30 June 2004 was £3,727,000 (2003: £1,233,000). The tax liability that would arise if these
investments were sold at this value would be approximately £52,000 (2003: £26,000).
Quasi-subsidiaries
During the year the Group established two LLP’s, Irwell Quays Limited Liability Partnership and Birmingham (Abacus) Limited Liability
Partnership which began trading on 30 January 2004 and 30 June 2004 respectively. The principal activities of these LLP’s is to develop
two sites. The Group will provide all the necessary management services in return for the majority of the development profit. The
structure of the LLP’s and its contractual arrangements are such that they have been identified as quasi-subsidiaries under FRS 5 and are
therefore being consolidated. The combined summarised financial statements of these LLP’s are as follows:
Balance Sheet as at 30 June 2004 £’000
Stocks 8,520
Debtors 793
9,313
Creditors (1,398)
Amount owed to Country & Metropolitan (25)
7,890
Capital 7,890
There were no transactions during the year which flowed through the quasi-subsidiary undertakings’ profit and loss accounts.
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 38
15. Investments held as fixed assets continued
The Group’s subsidiary undertakings, all of which were wholly owned, were engaged in property activities (other than those shown
below as being dormant). Details of the Group’s principal subsidiary undertakings, all of which have been included in the consolidated
accounts, at 30 June 2004 were:
Country of
Class of Issued Registration Immediate
Subsidiary Undertaking Share Capital & Incorporation Holding Company
Country & Metropolitan Homes Plc Ordinary England Country & Metropolitan Plc
Belhouse Limited Ordinary England Country & Metropolitan Plc
Country & Metropolitan Developments Limited Ordinary England Country & Metropolitan Homes Plc
Country & Metropolitan Homes (Northern) Limited Ordinary England Country & Metropolitan Plc
Country & Metropolitan Homes Surrey Limited Ordinary England Country & Metropolitan Plc
Yorkdale Homes Limited Ordinary England Country & Metropolitan Plc
Country & Metropolitan Homes (Midlands) Limited(Dormant) Ordinary England Country & Metropolitan Plc
St James Village Limited Ordinary England Country & Metropolitan Plc
Country & Metropolitan Homes (Hertfordshire) Limited Ordinary England Country & Metropolitan Homes Plc
Hollowcharm Limited Ordinary England Country & Metropolitan Homes (Northern) Limited
Country & Metropolitan Homes (Rissington) Limited Ordinary England Country & Metropolitan Plc
Bredero Homes Limited Ordinary Scotland Country & Metropolitan Developments Limited
Country & Metropolitan Homes (Earlswood) Limited(Dormant) Ordinary England Country & Metropolitan Homes Plc
The Oaks and Elms Healthcare Company Limited (Dormant) Ordinary England Country & Metropolitan Plc
Country & Metropolitan Homes (Highlands) Limited Ordinary England Country & Metropolitan Plc
Country & Metropolitan Homes (Hitchin) Limited Ordinary England Country & Metropolitan Plc
Country & Metropolitan Homes (North West) Limited Ordinary England Country & Metropolitan Plc
Straytime Limited Ordinary England Country & Metropolitan Plc
Bestshield Properties Limited Ordinary England Country & Metropolitan Homes Plc
Storey Homes (Lancaster) Limited Ordinary England Country & Metropolitan Plc
Country & Metropolitan Homes (Manchester) Limited Ordinary England Country & Metropolitan Homes Plc
Tannery Management Limited (Dormant) Ordinary England Country & Metropolitan Homes (Northern) Limited
Burnside Mills Development Limited Ordinary England Country & Metropolitan Homes (Northern) Limited
NorthCountry Homes Group Limited Ordinary England Country & Metropolitan Plc
Arundale Homes Limited Ordinary England NorthCountry Homes Group Limited
Broseley Homes Limited Ordinary England NorthCountry Homes Group Limited
Clarke Homes Limited Ordinary England NorthCountry Homes Group Limited
Chorley Homes Limited Ordinary England NorthCountry Homes Group Limited
Pelham Homes Lincoln Limited Ordinary England NorthCountry Homes Group Limited
Whelmar Homes Limited Ordinary England NorthCountry Homes Group Limited
Gara Roadside Limited (Dormant) Ordinary England Country & Metropolitan Homes Plc
Spacex (C&M) Limited Ordinary England Country & Metropolitan Plc
Country & Metropolitan Homes (Woking) Limited Ordinary England Country & Metropolitan Homes Plc
The Company owns 1,575,000 ordinary shares of 1p each, being 50% of the issued share capital of its associated undertaking, Country 
& Metropolitan VCT Limited. Country & Metropolitan VCT Limited is engaged in property development activities and is registered and
incorporated in England. The Group’s share of post acquisition retained losses of Country & Metropolitan VCT Limited at 30 June 2004 is 
£5,000 (2003: profits £42,000).
Country & Metropolitan Homes PLC owns 500 B shares of £1 each, being 50% of the issued share capital of its associated undertaking,
Raven Country & Metropolitan Limited (formerly known as Raven (Leeds) Limited). Raven Country & Metropolitan Limited is engaged in
property development activities and is registered and incorporated in England. The Group’s share of post acquisition retained losses of
Raven Country & Metropolitan Limited at 30 June 2004 is £217,000 (2003: £43,000).
16. Stocks Group
2004 2003
Restated
£’000 £’000
Properties held for resale 2,689 1,842
Work in progress 35,044 20,953
Land, property held for development and options 31,350 19,298
69,083 42,093
All stocks were held by subsidiary undertakings.
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 39
17. Debtors
Group Company
2004 2003 2004 2003
Restated
£’000 £’000 £’000 £’000
Trade debtors 10,327 8,985 34 –
Amounts recoverable on contracts – 499 –
Amounts owed by subsidiary undertakings – – 12,811 10,841
Dividends receivable from subsidiary undertakings – – 1,909 1,480
Other debtors 3,550 2,741 4,023 2,901
Prepayments and accrued income 5,552 2,863 32 65
19,429 15,088 18,809 15,287
18. Creditors 
Amounts falling due within one year
Group Company
2004 2003 2004 2003
Restated
£’000 £’000 £’000 £’000
Bank loans and overdrafts 32,943 22,649 2,520 3,793
Mortgage loans – 1,000 – –
Obligations under hire purchase contracts 352 268 61 44
Trade creditors 8,956 8,042 227 74
Amounts owed to Group undertakings – – 6,190 5,925
Other creditors 11,504 5,713 1,312 1,877
Dividend payable 990 623 990 623
Other taxation and social security 2,077 879 733 647
Corporation tax payable 1,237 2,101 – 41
Accruals and deferred income 9,300 5,115 836 682
67,359 46,390 12,869 13,706
Amounts falling due after more than one year
Bank loans 12,252 13,806 5,924 5,854
Obligations under hire purchase contracts 398 237 90 18
12,650 14,043 6,014 5,872
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 40
19. Borrowings
a. The Company and 19 of its subsidiary undertakings have granted a debenture over their assets to secure the bank loans and
overdrafts.
b. The bank loans are also secured on properties of certain subsidiary undertakings. The bank loans and overdrafts attract interest at
varying rates. 
c. Mortgage loans are secured against some of the Group’s properties. Interest is charged at varying rates.  
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Loans:
Not wholly repayable within five years, by instalments 1,074 2,374 – –
Wholly repayable within five years 44,109 35,081 8,175 5,854
45,183 37,455 8,175 5,854
Less: amount due within one year (32,931) (23,649) (2,251) –
Amounts due after more than one year 12,252 13,806 5,924 5,854
Instalments not due within five years 439 1,934 – –
Loans and overdrafts:
Amounts falling due:
In one year or less or on demand 32,943 23,649 2,520 3,793
Between one and two years 6,958 1,812 5,924 –
Between two and five years 4,855 7,213 – 5,854
In five years or more 439 4,781 – –
45,195 37,455 8,444 9,647
20. Financial instruments
The Financial Review on pages 18 and 19 includes an explanation of the role that financial instruments have had during the period in
creating or changing the risks the Group faces in its activities. The explanation summarises the objectives and policies for holding or
issuing financial instruments and similar contracts, and the strategy for achieving those objectives that have been followed during the
period.
The numerical disclosures required by FRS13 are set out below.
Short term debtors together with short term creditors, and amounts due in respect of land, are excluded from the analysis.
The Group’s financial assets comprise fixed asset investments, long term debtors and cash at bank and in hand. For interest calculation
purposes there is an overall offset arrangement between cash at bank and bank loans and overdrafts. Long term debtor balances and
fixed asset investments are non-interest bearing.
The Group’s financial liabilities comprise bank and other borrowings and hire purchase creditors.
a) Interest rate risk
At 30 June 2004 the Group had total bank borrowing facilities of £53.4m, representing £40.0m committed facilities, £10.3m of term
loans, £1.1m of uncommitted facilities and £2m overdraft facility.
After taking into account interest rate swaps entered into by the Group, the interest rate profile of the Group’s financial liabilities, all
denominated in sterling was as follows:
2004 2003
£’000 £’000
Fixed rate 10,572 11,505
Floating rate 35,373 26,455
45,945 37,960
Floating rate liabilities relate to certain bank loans and bank overdrafts which attract interest at floating rates between 1.5% and 3.5%
above the relevant bank’s base rate or in some cases LIBOR.
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 41
20. Financial instruments continued
The fixed rate borrowings have a weighted average fixed rate of 7.38% (2003: 7.61%) and weighted average period to maturity of 
3.79 years (2003: 4.35 years). The weighted average period for which the rates are fixed is 3.79 years (2003: 4.35 years).
The Company has entered into a £10m 7 year interest rate swap fixing the base rate at 5.66%. The swap expires on 4 June 2008 but
could be extended to 4 June 2011 at the bank’s option.
b) Maturity of financial liabilities
The maturity profile of the Group’s financial liabilities at 30 June 2004 is as follows:
2004 2003
£’000 £’000
Within one year or on demand 33,294 23,917
Between one and two years 7,226 1,981
Between two and five years 4,986 7,281
In more than five years 439 4,781
45,945 37,960
At 30 June 2004, the Group had undrawn committed borrowing facilities of £6.2m expiring between one and two years (2003: £13.2m
expiring between two and five years).
c) Fair values of financial assets and liabilities
In the opinion of the directors there is no material difference between the amounts at which the Group’s financial assets and liabilities
are included in the accounts and their fair values.
21. Provisions for liabilities and charges
Deferred tax 2004 2003
Group £’000 £’000
At 1 July 2003 33 12
Provided in the period (24) (34)
Transfer of deferred tax asset 20 55
At 30 June 2004 29 33
As the Group has no intention to sell its freehold and investment properties it is not expected that the deferred tax liability will crystallise
in the foreseeable future. In accordance with FRS19, no provision has been made for deferred tax on gains on property revalued to its
market value.
The deferred tax asset at 30 June 2004 is £76,000 (2003: £55,000) and has been recognised in other debtors.
Deferred tax provided in the accounts and the amounts not provided are as follows: 
Amounts provided Amounts not provided
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Accelerated capital allowances claimed 24 33 – –
Other timing differences 5 – – –
Unrelieved losses – – (17) (12)
Revaluation of freehold and investment properties – – 370 531
Total deferred tax liability 29 33 353 519
22. Analysis of hire purchase commitments
The maturity of obligations under hire purchase contracts are as follows:
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Due within one year 389 304 67 53
Due between two and five years 423 253 97 21
812 557 164 74
Less future finance charges (62) (52) (14) (12)
750 505 150 62
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 42
23. Called up share capital
2004 2003
£’000 £’000
Authorised:
34,000,000 ordinary shares of 1p each (2003: 25,750,000 ordinary shares of 1p each) 340 258
Allotted, called up and fully paid:
23,993,874 ordinary shares of 1p each (2003: 18,901,328 ordinary shares of 1p each) 240 189
On 17 November 2003, the Company issued 5,050,521 ordinary shares of 1p each at a premium of 164p per share for a total cash
consideration of £8.3m. During the year the Company also allotted 92,025 ordinary shares of 1p each for a cash consideration of £58,250
in respect of share options exercised. On 16 June 2004, the Company repurchased 50,000 ordinary shares of 1p each at a price of 176p per
ordinary share for cancellation.
Options have been granted under the Country & Metropolitan PLC 1999 Approved Share Option Scheme and Country & Metropolitan PLC
1999 Unapproved Share Option Scheme to subscribe for ordinary shares of the Company as follows:
No. of Shares Subscription Exercise
Under Option Price per Share Period
733,900 63.71p 2003-2010
127,859 57.01p 2003-2010
526,850 78.47p 2005-2012
363,476 88.34p 2006-2013
148,040 180.50p 2007-2014
270,000 216.50p 2007-2014
24. Movements on reserves Freehold Investment
Share Property Property Profit
Premium Revaluation Revaluation and Loss
Account Reserve Reserve Account
Group £’000 £’000 £’000 £’000
At 1 July 2003 9,940 390 2,003 10,820
Prior year adjustment (see note 12) – – – (953)
At 1 July 2003 as restated 9,940 390 2,003 9,867
Retained profit for the year – – – 5,707
Premium on share issues after deducting share issue costs 7,892 – – –
Purchase of own shares – – – (88)
At 30 June 2004 17,832 390 2,003 15,486
Share Profit
Premium and Loss
Account Account
Company £’000 £’000
At 1 July 2003 9,940 2,307
Premium on share issues after deducting share issue costs 7,892 –
Purchase of own shares –(88)
Retained loss for the year – (1,201)
At 30 June 2004 17,832 1,018
25. Reconciliation of movements in shareholders’ funds
2004 2003
Restated
£’000 £’000
Profit for the financial year 6,829 3,537
Dividends (1,122) (623)
Retained profit for the year 5,707 2,914
Other recognised gains and losses relating to the year (88) 106
New shares issued 7,943 –
13,562 3,020
Opening shareholders’ funds as restated 22,389 19,369
Closing shareholders’ funds 35,951 22,389
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 43
26. Minority interests
Equity
£’000
At 1 July 2003 –
Quasi-subsidiaries undertakings established during the year 7,890
At 30 June 2004 7,890
27. Contingent liabilities
The Company, together with 19 other Group undertakings, have given a corporate guarantee to the lender in respect of the Group’s
committed bank facilities of £40m, term loans of £6.4m and an overdraft facility of £2.0m. The amount drawn down against these facilities
at 30 June 2004 was £25.3m.
The Company has unconditionally and irrevocably guaranteed the observance and performance by its former subsidiary undertaking of all
the stipulations and obligations contained in a contract for the purchase of a site including the prompt payment in full of the sum of £1.7m
(2003: £3.7m).
The Company has given guarantees against mortgage loans given to subsidiary undertakings amounting to £4.5m at 30 June 2004 (2003:
£5.4m).
The Company has provided a limited guarantee of £400,000 and £1.3m in respect of borrowing facilities of £1.78m and £4.6m respectively,
granted by a bank to two third parties for developments being managed by the Group in return for a profit share.
The Company has provided a limited interest and cost overrun guarantee of £500,000 to each of two banks in respect of borrowing facilities
totalling £18.2m granted to a quasi-subsidiary, Irwell Quays Limited Liability Partnership. The Group is managing a development by this LLP
in consideration for a development fee.
The Company has provided a limited guarantee of £4.2m to a bank in respect of borrowing facilities totalling £15.8m granted to a quasi-
subsidiary, Birmingham (Abacus) Limited Liability Partnership. The Group is managing a development by this LLP in consideration for a
development fee.
As at 30 June 2004, Country & Metropolitan Homes PLC had committed to provide up to £1.625m to an associated undertaking, Raven
Country & Metropolitan Limited of which £1.3m had been advanced as at that date.
There are performance bonds and other agreements, including those in respect of developments where the Group acts as project managers,
undertaken in the ordinary course of business from which it is anticipated that no material liabilities will arise.
In addition the Company and certain subsidiary undertakings are required from time to time to act as guarantor for the observance and
performance by fellow subsidiary undertakings of contracts entered into in the normal course of their business.
28. Reconciliation of operating profit to net cash inflow
10 months
ended
30 June
2004 2003
Restated
£’000 £’000
Reconciliation of operating profit to net cash inflow
Operating profit 13,344 7,344
Depreciation charge 520 360
Goodwill amortisation 535 445
Profit on disposal of fixed assets (80) (71)
(Profit)/loss on disposal of fixed asset investments 23 (99)
Share of loss/(profit) of associated undertaking 78 (206)
Increase in stocks and work in progress (26,990) (10,155)
Increase in debtors (4,724) 628
Increase/(decrease) in creditors 12,676 4,180
Net cash (outflow)/inflow from operating activities (4,618) 2,426
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 44
Notes to the Accounts for the year ended 30 June 2004 continued
29. Reconciliation of net cash flow to movement in net debt
10 months
ended
30 June
2004 2003
£’000 £’000
Reconciliation of net cash flow to movement in net debt
Increase/(decrease) in cash in the year 6,815 (3,363)
(Increase)/decrease in debt and lease financing (7,382) 223
Change in net debt resulting from cash flows (567) (3,140)
New finance lease contracts (604) (352)
Movement in net debt in the year (1,171) (3,492)
Net debt as at 30 June 2003 (33,064) (29,572)
Net debt as at 30 June 2004 (34,235) (33,064)
At 30 June Cash Other At 30 June
2003 flow changes 2004
£’000 £’000 £’000 £’000
Analysis of changes in net debt
Cash at bank and in hand 4,896 6,815 – 11,711
4,896 6,815 – 11,711
Debt due within one year (23,647) (9,296) – (32,943)
Debt due after one year (13,806) 1,553 – (12,253)
Finance lease contracts (507) 361 (604) (750)
(33,064) (567) (604) (34,235)
30. Operating lease committments
The Group has the following annual operating lease commitments:
2004 2003
Land and buildings £’000 £’000
Expiring in under one year 13 –
Expiring between two and five years 33 45
Expiring after five years 79 18
125 63
31. Pensions
The Group operates defined contribution pension schemes for some of its Directors and employees. The assets of the schemes are held separately
from those of the Company in independently administered funds. The contributions made during the year amounted to £377,000 (2003: £196,000).
NorthCountry Homes Group Ltd (“NCH”) also operates a funded defined benefit pension scheme. The scheme was closed to new members on 15
October 2001. The assets are all held in separate trustee administered funds. The scheme is subject to triennial valuation by independent actuaries
using the projected unit method. The most recent valuation was conducted at 1 July 2001, assuming that the real valuation rate of investment return
would be 6.5% per annum and that the real rate of salary increases would average 5% per annum. The rate of contribution by NCH is 12.9% 
(2003: 12.9%). The contribution by NCH for the year was £130,000 (2003: £107,000).
The valuation at 1 July 2001 showed that the market value of the scheme assets amounted to £272,000 and the actuarial value of these assets
represented 88% of the benefits that had accrued to members. The actuarial valuation at 1 July 2001 showed a deficit of £38,000 after allowing for
future increases in earnings. 
The valuation used for FRS 17 disclosures has been based on the most recent actuarial valuation at 1 July 2001 and updated by Scottish Life to take
account of the requirements of FRS 17 in order to assess the liabilities of the scheme at 30 June 2004. Scheme assets are stated at their market
value at 30 June 2004. The financial assumptions used to calculate scheme liabilities under FRS 17 are:  Country & Metropolitan PLC   Annual Report & Accounts 2004 45
31. Pensions continued
Valuation method 30 June 30 June
2004 2003
Discount rate 5.7% 5.2%
Increase in pensionable salaries 4.6% 4.1%
Inflation assumption 3.1% 2.6%
Increase in pension in payment 3.1% 2.6%
The fair value of the assets in the scheme and the expected rate of return were:
Long term Long term
expected 30 June expected 30 June
rate of 2004 rate of 2003 
return £’000 return £’000
Insurance policies 5.7% 775 5.6% 634
Total market value of assets 775 634
Present value of scheme liabilities (820) (673)
Deficit in the scheme (45) (39)
Related deferred tax asset 13 12
Net pension deficit (32) (27)
2004 2003
£’000 £’000
Analysis of the amount that would be charged to operating profit
Current service cost 96 63
Analysis of the amount that would be credited to other finance income
Expected return on pension scheme assets (40) (23)
Interest on pension scheme liabilities 38 25
Net (income)/charge (2) 2
Analysis of the amount that would be recognised in statement
of total recognised gains and losses (STRGL)
Actual return less expected return on pension scheme assets 50 8
Experience losses arising on the scheme liabilities (23) 29
Changes in assumptions underlying the present value of scheme liabilities (3) 23
Actuarial loss that would be recognised in the STRGL 24 60
Difference between the expected and actual return on scheme assets
Amount 50 8
Percentage of scheme assets (%) 6 1
Experience losses on the scheme liabilities
Amount (23) 29
Percentage of scheme liabilities (%) 3 4
Total amount recognised in statement of total recognised gains and losses
Amount 24 60
Percentage of scheme liabilities (%) 3 9
Notes to the Accounts for the year ended 30 June 2004 continued Country & Metropolitan PLC   Annual Report & Accounts 2004 46
Notes to the Accounts for the year ended 30 June 2004 continued
31. Pensions continued
2004 2003
£’000 £’000
Analysis of the movement in the scheme deficit during the year
Opening deficit (27) (60)
Current service cost (96) (75)
Contributions 112 195
Other financial (income)/charges 2 (2)
Movement in related deferred tax asset 1 (13)
Actuarial loss (24) (72)
Deficit in the scheme at end of the year (32) (27)
If the asset and liabilities of the scheme were included in the Group’s balance sheet, the effect would be as follows:
2004 2003
Restated
£’000 £’000
Profit and loss reserve
Excluding pension deficit 15,486 9,867
Net pension deficit (45) (39)
Related deferred tax asset 13 12
Including pension deficit 15,454 9,840
The pension deficit at the time of the acquisition of NCH on 1 August 2002 was £85,000 and this was fully provided for as part of the fair
value adjustments on acquisition.
32. Related Party Transactions
During the year the Group received development fees of £249,000 (2003: £319,000) from the associated undertaking, Country &
Metropolitan VCT Limited.
The Group paid £16,000 to PPS Group Limited during the year ended 30 June 2004 in respect of consultancy work undertaken in respect of
a development site. Mr T R Roydon is a director of PPS Group Limited.
Mrs M Malde received fees totalling £9,000 (2003: £8,000) for services provided in respect of design, configuration, development and
maintenance of the corporate website. 
During the year the Group reduced management fees payable amounting to £150,000 (2003: £0) by Highlands Village Ltd, of which Mr S D
Wicks, Mr N Malde  and Mr D M Foster are directors and shareholders. At 30 June 2004 the group owed £2,803,669 (2003: 2,886,773) to
Highlands Village Ltd. Country & Metropolitan PLC   Annual Report & Accounts 2004 47
We have audited the accounts of Country & Metropolitan PLC for the year ended 30 June 2004 which comprise the consolidated profit and
loss account, the consolidated statement of total recognised gains and losses, the consolidated note of historical cost profit and losses, the
balance sheets, the consolidated cashflow statement, the accounting policies and the related notes 1 to 32. These accounts have been
prepared under the historical cost convention as modified by the revaluation of certain fixed assets and the accounting policies set out
therein. We have also audited the information in the Directors’ Remuneration Report that is described as having been audited.
This report is made solely to the company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work
has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report, the Directors’ Remuneration Report and the accounts in accordance with
applicable law and United Kingdom Accounting Standards are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the accounts and the part of the Directors’ Remuneration Report to be audited in accordance with relevant legal
and regulatory requirements, United Kingdom Auditing Standards and the Listing Rules of the Financial Services Authority.
We report to you our opinion as to whether the accounts give a true and fair view and whether the accounts and the part of the Directors’
Remuneration Report to be audited have been properly prepared in accordance with the Companies Act 1985. We also report to you if, in
our opinion, the Directors’ Report is not consistent with the accounts, if the company has not kept proper accounting records, if we have not
received all the information and explanations we require for our audit, or if the information specified by law regarding directors’
remuneration and transactions with the company and other members of the Group is not disclosed.
We review whether the Corporate Governance Statements reflect the company’s compliance with the seven provisions of the Combined
Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to
consider whether the board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the
Group’s corporate governance procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with the audited accounts. This other
information comprises only the unaudited part of the Directors’ Remuneration Report, the Chairman’s Statement, the Chief Executive’s
Review, Operational Review, Financial Review and the Corporate Governance Statements. We consider the implications for our report if we
become aware of any apparent misstatements or material inconsistencies with the accounts. Our responsibilities do not extend to any other
information.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts and the part of the Directors’
Remuneration Report to be audited. It also includes an assessment of the significant estimates and judgements made by the directors in the
preparation of the accounts, and of whether the accounting policies are appropriate to the Company’s and the Group’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to
provide us with sufficient evidence to give reasonable assurance that the accounts and the part of the Directors’ Remuneration Report to be
audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also
evaluated the overall adequacy of the presentation of information in the accounts and the part of the Directors’ Remuneration Report to be
audited.
Opinion
In our opinion:
• the accounts give a true and fair view of the state of affairs of the Company and the Group as at 30 June 2004 and of the profit of the
Group for the year then ended; and
• the accounts and the part of the Directors’ Remuneration Report to be audited have been properly prepared in accordance with the
Companies Act 1985.
Nexia Audit Limited
Chartered Accountants
Registered Auditors
1 Riding House Street
London
W1A 3AS
22 October 2004
Report of the Auditors Independent auditors’ report to the shareholders of Country & Metropolitan PLC Country & Metropolitan PLC   Annual Report & Accounts 2004 48
NOTICE is hereby given that the ANNUAL GENERAL MEETING of 
Country & Metropolitan PLC will be held at the offices of Buchanan
Communications Limited, 107 Cheapside, London EC2V 6DN on 25
November 2004 at 11.00am for the following purposes:-
I. To receive and adopt the Directors’ Report and the Accounts for
the year ended 30 June 2004 together with the Auditors' Report. 
2. To declare a final dividend for the year ended 30 June 2004.
3. To re-appoint Mr J M Van Gelder as a Director being a director
retiring by rotation in accordance with the Company’s Articles of
Association.
4. To re-appoint Mr D E Laing as a Director being a director retiring
by rotation in accordance with the Company's Articles of
Association.
5. To re-appoint Nexia Audit Limited as the auditors to hold office
from the conclusion of this Meeting until the conclusion of the
next General Meeting at which accounts are laid before the
Company at a remuneration to be fixed by the Directors. 
6. To receive the Directors’ Remuneration Report.
7. To consider and, if thought fit, pass the following resolutions as
to which that numbered (i) will be proposed as an ordinary
resolution and those numbered (ii) and (iii) will be proposed as
special resolutions.
(i) That, pursuant to section 80 of the Companies Act 1985
("Act") and in substitution for all existing authorities under
that section, the directors be and hereby are generally and
unconditionally authorised to exercise all powers of the
Company to allot relevant securities (within the meaning of
section 80 of the Act) up to an aggregate nominal amount
of £79,979, provided that (unless previously revoked, varied
or renewed) this authority shall expire at the conclusion of
the next annual general meeting of the Company after the
passing of this resolution or on the date which is fifteen
months after the date of the passing of this resolution
(whichever shall be the later), save that the Company may
make an offer or agreement before the expiry of this
authority which would or might require relevant securities to
be allotted after such expiry and the directors may allot
relevant securities pursuant to any such offer or agreement
as if the authority conferred by this resolution had not
expired.
(ii) That, subject to the passing of the resolution numbered 7(i)
in the notice convening this meeting, pursuant to section 95
of the Companies Act 1985 ("Act") and in substitution for all
existing powers under that section, the directors be and are
generally empowered to allot equity securities for cash
pursuant to the authority conferred by that resolution as if
section 89(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer
(whether by way of a rights issue, open offer or otherwise)
to holders of ordinary shares in the capital of the Company
in proportion (as nearly as practicable) to the respective
numbers of ordinary shares held by them, subject to such
exclusions or other arrangements as the directors may deem
necessary or expedient in relation to fractional entitlements
or any legal or practical problems under the laws of any
territory or the requirements of any regulatory body or stock
exchange;
(b) the allotment of equity securities for cash (otherwise than
pursuant to paragraph (a) above) up to an aggregate
nominal amount of £23,990,
and (unless previously revoked, varied or renewed) shall
expire at the conclusion of the next annual general meeting
of the Company after the passing of this resolution, save
that the Company may make an offer or agreement before
the expiry of this power which would or might require
equity securities to be allotted for cash after such expiry and
the directors may allot equity securities for cash pursuant to
any such offer or agreement as if the power conferred by
this resolution had not expired.
(iii) That, pursuant to section 166 of the Act, the Company be
and is generally and unconditionally authorised to make
market purchases (within the meaning of section 163 of the
Act) of ordinary shares of 1 pence each in the capital of the
Company ("Shares"), provided that:
(a) the maximum number of Shares which may be purchased is
2,399,387;
(b) the minimum price (exclusive of expenses) which may be
paid for a Share is 1 pence;
(c) the maximum price (exclusive of expenses) which may be
paid for a Share is an amount equal to 105 per cent of the
average of the middle market quotations for the Shares as
derived from the Daily Official List of the London Stock
Exchange for the five business days immediately preceding
the day on which the purchase is made,
and (unless previously revoked, varied or renewed), this
authority shall expire at the conclusion of the next annual
general meeting of the Company after the passing of this
resolution or the date which is fifteen months after the date
of the passing of this resolution (whichever shall be the
later), save that the Company may enter into a contract to
purchase Shares before the expiry of this authority under
which such purchase will or may be completed or executed
wholly or partly after such expiry and may make a purchase
of Shares pursuant to any such contract as if the authority
conferred by this resolution had not expired.
By order of the Board
N Malde FCA 
Secretary
Registered Office:
Harefield House 
High Street, Harefield
Middlesex, UB9 6RH 
22 October 2004
Notes: 
(i) A Member entitled to attend and vote at the Meeting convened
by this Notice is entitled to appoint one or more proxies to
attend and, on a poll, to vote in his or her stead. A proxy need
not be a Member of the Company. The appointment of a proxy
will not preclude a Member from being present at the Meeting
and voting in person if he or she should subsequently decide to
do so. 
(ii) To be valid, forms of proxy must be lodged with the Company's
Registrars, Capita IRG, not later than 48 hours before the time
appointed for the holding of the Meeting. 
(iii) The following documents will be available for inspection at the
Company's registered office during normal business hours on any
weekday (Saturdays and public holidays excepted) from the date
of this Notice until the date of the Annual General Meeting and
at the place of the Annual General Meeting for 15 minutes prior
to and during the Meeting. 
(a) the register of Directors' interests in the ordinary shares of the
Company kept in accordance with Section 325 of the Companies
Act 1985. 
(b) a copy of the Memorandum and Articles of Association of the
Company. 
(c) copies of all service contracts of the Directors with the Company.
Notice of Annual General Meeting  Financial Times 
Shares
The Daily Telegraph
Financial Times 
Financial Times 
Investors Chronicle
Investors Chronicle COUNTRY & METROPOLITAN PLC ANNUAL REPORT & ACCOUNTS 2004
Southern Region
The Coach House
High Street
Harefield
Middlesex
UB9 6EB
Tel: 01895 826250
Fax: 01895 826255
southernregion@candmhomes.com
Northern Region
Grange Park
Boston Road
Wetherby
West Yorkshire
LS22 5DY
Tel: 01937 583306
Fax: 01937 584660
northernregion@candmhomes.com
North West Region
Genesis Centre
Science Park South
Birchwood
Warrington
WA3 7SP
Tel: 01925 830950
Fax: 01925 830680
northwestern@candmhomes.com
East Midlands Region
Strelley Hall
Nottingham
NG8 6PE
Tel: 01159 061363
Fax: 01159 061343
eastmidlandsregion@candmhomes.com
Land Office
Trinity Court
Batchworth Island
Church Street
Rickmansworth
WD3 1RT
Tel: 01895 824111
Fax: 01923 777074
headoffice@candmhomes.com
Rissington Business Park
Upper Rissington
Nr. Cheltenham
Gloucestershire
GL54 2QB
Tel: 01451 821527
Fax: 01451 821085
rissington@candmhomes.com
Country & Metropolitan
Head Office
Harefield House
High Street
Harefield
Middlesex
UB9 6RH
Tel: 01895 824111
Fax: 01895 824205
headoffice@candmhomes.com
NorthCountry Homes Group
NorthCountry House
Barlborough
Chesterfield
S43 4WP
Tel: 01246 573700
Fax: 01246 573789
www.northcountry-homes.co.uk
Pelham Homes
10a Newport
Lincoln
LN1 3DF
Tel: 01522 580400
Fax: 01522 545678
www.pelham-homes.co.uk
Whelmar Homes
5 Nidd House
Richmond Business Park
White Rose Way
Doncaster
DN4 5NL
Tel: 01302 552300
Fax: 01302 552325
www.whelmar-homes.co.uk
Broseley Homes
10 Defender Court
Sunderland
Tyne & Wear
SR5 3PE
Tel: 01915 370980
Fax: 01915 370999
www.broseley-homes.co.uk
Clarke Homes
1 Lyme Vale Court
Newcastle Road
Stoke on Trent
ST4 6NW
Tel: 01782 753222
Fax: 01782 753250
www.clarke-homes.co.uk
Arundale Homes
Centre 27
Birstall
Leeds
WF17 9TB
Tel: 01924 421330
Fax: 01924 421340
www.arundale-homes.co.uk
Chorley Homes
1 Lyme Vale Court
Newcastle Road
Stoke on Trent
ST4 6NW
Tel: 01782 753226
Fax: 01782 753250
www.clarke-homes.co.uk
www.candmhomes.com
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