ANNUAL REPORT & ACCOUNTS 2003 • Both hotel brands continued to outperform the market:
– De Vere Hotels like-for-like RevPAR up 2.4% against market decline of 2%.
– Village like-for-like RevPAR up 2.1% to £41.17, a premium of 37.9% over 
its peers, with total EBITDA increasing by 10.3%.
• Five new Villages in the development pipeline which will bring the total to 
19 by 2005.
• Greens EBITDA up 44.6% to £6.9m driving investment returns to over 11%.
• Carl Leaver joins the Group as new Chief Executive.
DE VERE GROUP PLC OPERATIONAL HIGHLIGHTS
Operational Highlights
De Vere Group Plc FINANCIAL HIGHLIGHTS  ANNUAL REPORT & ACCOUNTS 2003 1
Financial Highlights
2003 2002
De Vere Group Plc £m £m % change
Turnover 312.2 293.9 +6.2
EBITDA* 78.2 75.0 +4.2
Operating cash flow
†
77.1 69.2 +11.4
Operating profit* 54.7 51.9 +5.4
Profit before tax*
‡
39.7 37.7 +5.3
Profit before tax 30.8 38.5 -20.0
EPS*
‡#
(pence) 24.50 23.55 +4.0
Total dividend per share (pence) 11.70 11.30 +3.5
Before exceptional items which include costs of £7.3m*, an interest charge of £2.3m
‡
, one-off property profits of £0.6m
‡
(2002: £0.5m) and a tax
credit of £7.1m
#
.
Before exceptional cash outflows of £10.1m
†
(2002: £11.0m) primarily relating to special contributions to the pension scheme.
Turnover EBITDA
De Vere Group Plc 2003 2002 2003 2002
Excluding exceptional items £m £m % Change £m £m % Change
De Vere 183.2 177.8 +3.0 47.5 48.4 -1.8
Village 71.8 64.2 +11.8 21.2 19.2 +10.3
Greens 30.3 24.0 +26.2 6.9 4.8 +44.6
G&J Greenall 26.9 27.9 -3.3 2.6 2.6 -2.9
Total 312.2 293.9 +6.2 78.2 75.0 +4.2
Contents
Financial Highlights 1
Chief Executive’s Overview 2
Chairman’s Statement 4
Operating Review 6
Financial Review 11
Board of Directors 13
Report of the Directors 14
Statement on Corporate Governance 17
Report on Directors’ Remuneration 19
Directors’ Responsibilities for the Accounts 24
Independent Auditors’ Report 25
Accounting Policies 26
Consolidated Profit & Loss Account 28
Balance Sheets 29
Consolidated Cash Flow Statement 30
Other Statements 31
Notes to the Accounts 32
Shareholder Information 55
Advisers to De Vere Group Plc 56
Property Locations 57 2 DE VERE GROUP PLC CHIEF EXECUTIVE’S OVERVIEW
Chief Executive’s Overview
During my first three months I have visited
every operating unit to review operations
first-hand. I have been struck by the
genuine enthusiasm of all our people and
the passion they have for the Group. 
This gives me confidence that we are in a
strong position to grasp evident
opportunities to improve core
performance, aided by enhanced systems
and processes, as well as through a future
market recovery.
One of my key responsibilities will be to
ensure a rigorous approach to capital
allocation, directing expansionary capital
to the highest returning investments. 
In particular, I have been impressed by the
high cash returns generated from Village
developments and the roll-out of this
unique brand will continue to be a
priority for the Group with five new
Villages in the pipeline.
De Vere, having proven itself to be the
leading operator of four and five-star golf
and resort hotels in the UK, also provides
value enhancing growth potential, likely
through less capital intensive routes. Our
leading timeshare business, De Vere Resort
Ownership, adds further strength to our
resort proposition.
“Our 2003 results demonstrate the Group’s ability to
deliver a robust performance in what has been a
subdued trading climate for the industry. There is no
doubt that De Vere Group holds a strong position in
its chosen sectors and the excellent operating
reputation of its two hotel brands, De Vere Hotels 
and Village Hotels & Leisure Clubs, is well-deserved.”
Carl Leaver Chief Executive CHIEF EXECUTIVE’S OVERVIEW  ANNUAL REPORT & ACCOUNTS 2003 3
1. Everything is taken care of for you at 
De Vere.
2. Salingers Restaurants – the perfect venue to
enjoy good quality food.
3. Enjoy a diverse range of activities at one of
the Group’s many leisure clubs.
4. Taking fitness seriously at Greens.
Greens, our standalone health & fitness
brand, is well-positioned in the adult
segment, differentiated from much of the
competition which is targeting families.
Nevertheless, short-term market conditions
remain challenging. Therefore, for the
moment, I believe that a period focused
on improving operational performance is
in the best interests of shareholders.
In summary, I am pleased with what I
have found since joining a Group which
already has an excellent track record of
operating results. I am confident that
there are exciting and highly accessible
opportunities to grow shareholder value in
the future and I look forward to 2004
with optimism.
Positive first impressions:
• Strong operating track record underpinned by great people.
• De Vere Hotels outperforming the market, supported by the highest      
customer loyalty in the industry.
• Village delivering excellent returns through highly differentiated offering.
• Greens returning ahead of cost of capital but focus remains on driving
core profitability.
1 2 3
4 4 DE VERE GROUP PLC CHAIRMAN’S STATEMENT
Chairman’s Statement
Group turnover for the year ended 
28 September 2003 increased by 6.2% to
£312.2 million (2002: £293.9 million).
Operating profit on a pre-exceptional basis
was up by 5.4% to £54.7 million from
£51.9 million. Operating cash flow before
exceptional items increased by 11.4% to
£77.1 million (2002: £69.2 million) and
profit before tax, excluding exceptional
items, was up by 5.3% to £39.7 million
(2002: £37.7 million). After exceptional
items, profit before tax was £30.8 million
(2002: £38.5 million). 
Earnings per share, excluding exceptional
items, increased to 24.50 pence (2002:
23.55 pence). Reported earnings per share
were 22.84 pence (2002: 24.19 pence).
Dividend
The Board is recommending a final
dividend of 7.7 pence per Ordinary share,
payable on 27 February 2004 to
shareholders on the register at 30 January
2004. This final dividend, together with the
interim dividend of 4.0 pence per share
paid on 4 July 2003, gives a total of 11.7
pence, an increase of 3.5% on last year.
“I am pleased to report another good performance by
De Vere Group. For the second consecutive year, the
appeal of our two hotel brands to both the business
and leisure markets has delivered improved sales and
RevPAR against a market background of declining
RevPARs for provincial hotels.”
Turnover
£m
De Vere Hotels 183.2
Village Hotels & Leisure Clubs 71.8
Greens Health & Fitness 30.3
G&J Greenall 26.9 CHAIRMAN’S STATEMENT  ANNUAL REPORT & ACCOUNTS 2003 5
Group performance 2003
• Operating profit of £54.7m, excluding exceptional items, a 5.4% increase.
• Impressive growth in sales and RevPAR by both hotel brands.
•Total dividend for the year of 11.7 pence, an increase of 3.5% on last year.
Board
I am delighted that Carl Leaver joined the
Group as Chief Executive on 
1 September 2003. Carl joined from
Whitbread plc where, for three years, he
held the position of Managing Director 
of Travel Inn, managing its roll-out
programme. Prior to this he was
Operations Director of Marriott Country
Club golf resort hotels. Carl brings a fresh
approach based on significant sector
experience, strong operational
background and a personal energy to
take the Group forward. 
I would also like to thank Paul Dermody
for his significant contribution over 40
years of service, culminating in the last
three and a half years as Chief Executive.
Most significantly he led the Group’s
transformation to a focused hotels and
health & fitness business, which has
performed strongly despite difficult
market conditions. We wish him all the
best for the future.
People
We continually strive to achieve excellent
customer service, delivered with
enthusiasm and passion, and regularly
review public perception. The results
clearly tell us that De Vere Group has
employees who make a difference to our
business and it is their commitment that
has helped deliver another year of strong
results. On behalf of the Board, I would
like to thank all the teams for their
contribution to the business. 
Current trading and outlook
During the first nine weeks of the current
financial year, total Group turnover has
increased by 3.4% on last year’s strong
comparative period. Total turnover for 
De Vere Hotels has increased by 1.3% and
like-for-like RevPAR by 0.5%. For Village
Hotels & Leisure Clubs, total turnover has
increased by 1.2% and like-for-like RevPAR
by 4.7%. Greens total turnover has
increased by 8.0%.
Trading patterns remain volatile, 
although recent booking trends are more
encouraging. We remain confident that,
with the strength of our brands, we will
continue to deliver long-term growth.
The Lord Daresbury 
Non-executive Chairman
Capital Investment 2003 Total Sales Total Leisure Membership
£m
De Vere Hotels 21.6
Village Hotels & Leisure Clubs 12.2
Greens Health & Fitness 3.5
G&J Greenall 0.9
De Vere Hotels
Village Hotels & Leisure Clubs
Greens Health & Fitness
G&J Greenall
De Vere Hotels
Village Hotels & Leisure Clubs
Greens Health & Fitness
£m
2003 2000 1999 2001 2002
0
50
100
150
200
250
300
350
2003 2000 1999 2001 2002
000’s
0
20
40
60
80
100
120
140
160 3 2 1
6 DE VERE GROUP PLC OPERATING REVIEW
Operating Review
De Vere Hotels
De Vere Hotels
At the year-end, De Vere Hotels had 21
hotels with 3,310 rooms (2002: 3,298
rooms) and 22,000 health & fitness
members (2002: 23,500).
Turnover at De Vere Hotels rose 3.0% to
£183.2 million (2002: £177.8 million).
EBITDA, before exceptional items,
decreased by 1.8% to £47.5 million
(2002: £48.4 million) and operating profit
on the same basis decreased by 1.2% to
£34.8 million (2002: £35.3 million).
The first quarter of the 2003 financial year
began strongly against a weak prior year
comparator but, during the second
quarter, trading was affected by the
uncertain economic and political
environment. Despite a continued softness
in the large events market, a strengthening
in demand for small events in the second
half, coupled with consistent leisure break
demand throughout the year, increased
total sales by 3.0%.
The strategy of adopting a robust
approach to pricing across all markets was
maintained – a stance made possible only
by the strength of the brand. It was
expected that this would affect
occupancy. However, the eventual impact
was only a marginal decrease of 0.3
points to 73.9% on a like-for-like basis, 
yet average room rate rose by 2.8% to
£82.59. Both total turnover and RevPAR
rose by 2.4% whilst RevPAR in the upper
provincial market declined by 2%, thereby
increasing De Vere’s premium by almost
six percentage points.  6
4 5
OPERATING REVIEW  ANNUAL REPORT & ACCOUNTS 2003 7
The switch in mix from large events to
leisure impacted margins as the leisure
market is more expensive to service; 
this was more clearly felt in the first 
seven months.
The fully refurbished De Vere Cavendish
St. James’s has now traded for nine
months, having been relaunched during a
difficult year for the London market. Over
the whole year, occupancy was sustained
at the London market average by sales to
the De Vere leisure customer base and the
corporate mix and consequently average
room rate are steadily improving. 
Opportunities to leverage the De Vere
brand continue with the roll-out of our 
five-star timeshare operation, De Vere
Resort Ownership, which has achieved
occupancy of 96.9%, excluding
maintenance weeks, with an average of
630 guests per night. The additional
development phase at De Vere Slaley Hall
has been completed, bringing lodge
availability to 140 (2002: 126) across the
three resort properties. 
1. De Vere offers unique hotels of character.
2. The Albert Room at The De Vere Grand,
Brighton.
3. Starting the day with breakfast at the 
De Vere Grand, Jersey.
4. Fine dining with De Vere in the Victoria
Restaurant, Jersey.
5. Impressive conference facilities are
available at all De Vere Hotels, tailored 
to meet business needs.
6. A round of golf can be enjoyed at many
of our De Vere Hotels.
• 3% increase in turnover due to strong leisure break demand.
• Like-for-like RevPAR up 2.4% due to robust approach to pricing.
• Margins affected by the switch in demand from large events to leisure.
Sales Per Available Room
Competitor Benchmarking*
Accommodation Statistics
Competitor Benchmarking*
Rooms
Food & Beverage
Other *Source: Tri Hospitality
Occupancy %
Average Room Rate
Yield          *Source: Tri Hospitality
0
10,000
20,000
30,000
40,000
50,000
60,000
£
£34,403
£56,868
2003 De Vere 2003 Upper Prov
2003 De Vere
2003 Upper Provincial
 
 
 
 
£61.03 £82.59 73.9% X =
£46.84 £65.71 71.3% X = Village Hotels & Leisure Clubs
At the year-end, there were 14 Village
Hotels & Leisure Clubs with 1,245 rooms
(2002: 1,243). Health & fitness
membership remained steady at 57,000
members (2002: 56,800). 
Turnover at Village rose 11.8% to 
£71.8 million (2002: £64.2 million). On a
like-for-like basis, sales grew by 4.6%.
Before exceptional items, EBITDA grew by
10.3% to £21.2 million (2002: £19.2
million) and operating profit increased by
16.9% to £15.6 million (2002: £13.4
million).
High occupancy of 79% was maintained,
against occupancy of 65% in the rest of
the mid market, and RevPAR increased by
2.1%, driven by an improvement in
average room rate which also rose by
2.1% to £52.01. Village now operates at a
RevPAR premium of 37.9% over its peers. 
The most recently opened Village in
Newcastle continues to perform well and
has traded impressively since it opened in
June 2002. The development pipeline for
2004/05 is led by the opening of Village
Maidstone in Summer 2004, followed by
Village Walsall, a leasehold site which is
due to open in December 2004. 
8 DE VERE GROUP PLC OPERATING REVIEW
Operating Review
Village Hotels & Leisure Clubs
3 2 1 Openings at Bournemouth and
Birmingham remain on track for late 2005
and planning permission has recently been
received for the development of Village
Hull, which will bring the total number of
sites to 19.
The focus remains on driving forward 
the roll-out programme for Village and
maintaining the high levels of 
occupancy and returns generated from
this growing brand.
1. Village is a unique concept, offering a
diverse choice of accommodation,
restaurants, bars and gym facilities all
under one roof.
2. Each Village hotel can host meetings and
small conferences.
3. Village Leisure Clubs offer facilities to suit
all levels of fitness.
4. Whilst staying at Village, guests can still
remain in touch with their office.
5. Health and beauty treatments are available
at many of our Village Leisure Clubs.
6. ‘Village Pub’, the perfect place to meet for
a relaxing drink or bite to eat.
• 11.8% increase in turnover to £71.8m.
• Village operates at a RevPAR premium of 37.9% over its peers.
• Five further Villages are being developed with the first of these,
Village Maidstone, scheduled to open in Summer 2004.
OPERATING REVIEW  ANNUAL REPORT & ACCOUNTS 2003 9
6
4 5
Sales Per Available Room
Competitor Benchmarking*
Accommodation Statistics
Competitor Benchmarking*
Rooms
Food & Beverage
Other *Source: Tri Hospitality
Occupancy %
Average Room Rate
Yield *Source: Tri Hospitality
0
10,000
20,000
30,000
40,000
50,000
60,000
£
£22,971
£59,080
2003 Village 2003 Mid Prov
2003 Village
2003 Mid Provincial
£41.17 £52.01 79.2% X =
£29.86 £45.68 65.4% X = 10 DE VERE GROUP PLC OPERATING REVIEW
Operating Review
Greens Health & Fitness
G&J Greenall
Greens
Greens continues to progress.
Membership grew to 64,000 by the year-
end (2002: 59,300). Total turnover
increased by 26.2% to £30.3 million
(2002: £24.0 million) and, on a like-for-
like basis, turnover increased by 1.2% for
the year. EBITDA increased to £6.9 million
(2002: £4.8 million) and an operating
profit of £2.3 million was achieved 
(2002: £1.3 million). These results reflect
the increased focus on profit conversion,
although the good summer weather
slightly decreased the frequency of visits
by members and subsequent on-site
spend was down as a result. 
The focus for Greens remains on increasing
profitability in all areas of the business and
generating improved returns.
G&J Greenall
Turnover decreased by 3.3% to 
£26.9 million (2002: £27.9 million) as a
result of reduced low margin own label
sales in the UK. Despite a rise in material
and energy costs, operating profit was
maintained at £1.9 million by growth in
sales of Greenall’s brands in international
and UK markets; this growth helped to
maintain market share of UK production.
Production of white spirit, which is
expressed in terms of litres of pure 
alcohol (lpa), increased to over 12 million
lpa (2002: 11.5 million) as exports of
Greenall’s gin and bulk vodka to the 
USA increased. 
2 1
3 4
G&J – sales in litres pure alcohol Greens – total sales
2003 2000 1999 2001 2002
LPA
million
9.5
10.0
10.5
11.0
11.5
12.0
12.5
2003 2000 1999 2001 2002
£m
0
5
10
15
20
25
30
35
1. Greens Health & Fitness now has over
64,000 members across 15 clubs.
2. Each Greens club has a 25-metre swimming
pool available to all its members.
3. All members of Greens clubs can make use
of the contemporary bar and café facilities.
4. G&J Greenall produce a range of 
well-known drinks brands. FINANCIAL REVIEW  ANNUAL REPORT & ACCOUNTS 2003 11
Financial Review
Exceptional items
For the period from April 1997 to
December 1999, a De Vere Group
subsidiary company treated its golf and
leisure subscription revenues as exempt
from VAT. HM Customs & Excise contended
that this income should be liable to VAT at
the standard rate. 
A VAT tribunal hearing took place in
December 2002 and an adverse judgement
was received in April 2003. Consequently,
in the half-year accounts, a provision of
£11.5 million was made to cover the VAT
and interest elements of this liability and a
deferred tax credit of £2.2 million was also
recognised.
Following further discussions with 
HM Customs & Excise, the Board has
subsequently agreed to settle the VAT and
interest liability at £9.5 million. This
amount has been charged to the profit and
loss account in these Accounts, along with
a deferred tax credit of £2.0 million.
In addition an exceptional Corporation tax
credit of £5.1 million has been recognised
due to the expected recovery of Advance
Corporation Tax previously written-off as
irrecoverable. 
The net effect of these two exceptional
items, together with a surplus on disposal
of properties of £0.6 million, is a reduction
in profit after tax of £1.9 million.
Interest
Net interest charges for the year of 
£17.2 million (2002: £14.1 million) 
include £2.3 million of exceptional interest
in respect of VAT on the golf and leisure
subscription income. Excluding all
exceptional items, net interest was 
covered 3.7 times by operating profit
(2002: 3.7 times).
Taxation
Certain outstanding Corporation tax issues
relating to earlier years have been agreed,
which will result in a cash repayment and
the recognition of losses available to offset
future profits. The tax repayments are
expected to be received within the next
year and are included within the
Corporation tax debtor of £19.1 million.
Excluding all exceptional items, the Group
tax charge in the profit and loss account
represents 30.7% of profit before taxation
(2002: 30.2%).
The actual Corporation tax payable is
substantially lower than the profit and loss
charge as a result of the availability of
brought forward tax losses and accelerated
capital allowances on our capital
expenditure programme. For these reasons
the Group is not expecting to pay UK
Corporation tax for the next two years.
Cash flow
The principal cash movements during the
period were an operating cash flow of
£77.1 million (2002: £69.2 million) before
exceptional outflows of £10.1 million
(2002: £11.0 million). These exceptional
cash outflows primarily relate to special
contributions to the Group pension scheme.
“Trading conditions in the UK hotel market continued to
be difficult. Despite this, however, the Group has again
achieved good results, with turnover up by 6.2% to
£312.2 million (2002: £293.9 million) and operating 
profit excluding exceptional items increasing by 5.4% 
to £54.7 million (2002: £51.9 million).” 12 DE VERE GROUP PLC FINANCIAL REVIEW
Financial Review
Due to the difficult market conditions all
UK hoteliers have faced this year, a
cautious approach to capital expenditure
was taken limiting spend to £38.2 million
(2002: £56.5 million).
Treasury 
Group treasury operations are managed
centrally as a service function and operate
within a formal treasury policy approved by
the Treasury Committee. This Committee
has formal terms of reference from the
Board and is responsible for the
development and review of treasury policy,
procedures and reporting.
The primary objectives of treasury policy are
to ensure that adequate and cost-effective
funding arrangements are maintained to
finance current and planned future
activities and that exposure to financial risk
is minimised.
Gearing
Borrowings as at 28 September 2003
amounted to £222.5 million (2002: £228.1
million), a reduction of £5.6 million. Gearing
was 38.3% (2002: 40.5%).
Funding arrangements
On 18 December 2002 a private placement
of US $100 million (£63.3 million before
costs) Guaranteed senior loan notes was
successfully completed. The principal and
interest payable on these loan notes has
been hedged into sterling for their full ten
year life; the sterling interest cost was
0.75% over LIBOR until 24 September
2003 and a fixed rate of 7.15% until 
18 December 2012.
On 24 September 2003 the remaining 
7% Convertible subordinated bonds 
were fully repaid from a combination of the
Guaranteed senior loan notes and the
Group’s £175 million revolving credit facility.
At the year-end, committed funding of
£294.6 million (2002: £290.2 million) was
in place from both bank and debt market
sources. Of these facilities £75.0 million
was undrawn as at 28 September 2003
(2002: £120.0 million).
Further details of the Group’s borrowings
at the financial year-end are disclosed in
Note 15 to the Accounts. 
Financial risk management
In June 2003 the Group entered into a 
£20 million interest rate swap contract to
fix rates for five years at 3.90%. An analysis
of fixed rate borrowings is provided in note
15 to the accounts. At the year-end 46% of
borrowings were at fixed rates of interest.
It is estimated that a one percentage point
change in floating rates would affect
interest payable during the next financial
year by approximately £1.3 million.
Aside from the US $100 million
Guaranteed senior loan notes, for which all
cashflows are fully hedged, transactions
conducted in foreign currencies are not
significant in the context of the Group’s
overall business.
Shareholders returns
Basic earnings per share, excluding
exceptional items, increased by 4.0% to
24.50 pence (2002: 23.55 pence).
The Board is recommending a final
dividend of 7.7 pence per Ordinary share.
Ordinary dividends for the year of 11.7
pence per share are covered 2.1 times by
earnings before exceptional items (2002:
11.3 pence covered 2.1 times).
Pensions
The actuarial valuation as at April 2003 is
in the process of being finalised. The
ongoing funding of the scheme will be
reviewed as part of this process.
The financial statements comply with the
transitional disclosure requirements of 
FRS 17 – Retirement Benefits. Note 17 to
the Accounts discloses the funding position
of the Greenalls Group Pension & Life
Assurance scheme. Due to the mature
profile of membership, 63% of the
investments are now held in fixed interest
gilts and long-dated corporate bonds.
Future developments
The Group has again produced good
results for the year and, with a prudent
level of debt on the balance sheet, will be
able to develop its hotel brands in the
forthcoming year.
R G Stubbs 
Group Finance Director BOARD OF DIRECTORS  ANNUAL REPORT & ACCOUNTS 2003 13
Board of Directors
1. Carl Leaver, LLB, (35)
Chief Executive
Appointed Chief Executive on 
1 September 2003. He was previously
Managing Director of Travel Inn, a division
of Whitbread Hotel Company. Prior to that
he held several positions within Whitbread
Plc. He has also worked for Forte Plc and
Nomura International Plc.
2. The Lord Daresbury, DL, MA, (50)
Non-executive Chairman
Appointed a Director in 1984. He first
joined the Company in 1977 and became
Chief Executive in February 1997. Following
the sale of Pubs & Restaurants he was
appointed Non-executive Chairman. He is
Chairman of Aintree Racecourse Company
Limited, Executive Chairman of Highland
Gold Mining Limited and was formerly a 
Non-Executive Director of First Leisure Plc.
3. Roger Stubbs, FCA, (52)
Group Finance Director
Appointed Group Finance Director in
December 1999. He joined the Company 
in 1979 as Financial Controller of the Off
Licence Division subsequently becoming 
its Finance Director. In 1991 he became
Finance Director of Premier House and in
1997 was appointed Finance Director of
the Hotels & Leisure Division. He is a fellow
of the Institute of Chartered Accountants
and a member of the British Association of
Hotel Accountants.
4. Paul Dermody, ACMA, (58)
Director
Appointed a Director in June 1997, he
became Group Chief Executive in February
2000. He stepped down from this role on
1 September 2003 and remained a Director
until 13 October 2003, when he retired
having completed forty years of service
with the Group.
5. Alan Jackson, (60) 
a,r,n,
Non-executive Director
Appointed as an independent 
Non-executive Director in 1993 and senior
Non-executive Director in 2002. He is
Chairman of the Nomination Committee
and a member of the Audit and
Remuneration Committees. He is Executive
Chairman of City Centre Restaurants Plc
and Chairman of Living Ventures Plc. He
was formerly the Chairman and Chief
Executive of Inn Business Group Plc.
6. Steven Morgan, OBE, (50) 
Non-executive Director
Appointed as a Non-executive Director in
March 2000. He is the former Chairman
and founder of Redrow Group Plc and 
St David’s Hotels Limited prior to its
acquisition by De Vere Group Plc. 
He is also a Director of several privately
owned businesses.
1 2 3
4 5 6 7 8
Board Committees:
(a) Audit Committee
(r) Remuneration Committee
(n) Nomination Committee
7. Nigel Walmsley, (61) 
a,r,n
Non-executive Director
Appointed as an independent 
Non-executive Director in May 2001. 
He is Chairman of the Audit Committee
and a member of the Remuneration and
Nomination Committees. He was formerly
Deputy Chief Executive of Carlton
Communications Plc and prior to that was
Managing Director of Capital Radio Plc. 
8. Deborah Hewitt, (40) 
a,r,n
Non-executive Director
Appointed as an independent Non-
executive Director in May 2002. She chairs
the Remuneration Committee and is a
member of the Audit and Nomination
Committees. She is the Managing Director
of RAC Roadside Services and sits on the
Office of Government Commerce Board. The Directors have pleasure in submitting
their Report and the Accounts for the year
ended 28 September 2003.
Trading results
An analysis of the operating profit by class
of business is shown in Note 1 to the
Accounts on page 32.
Dividends
The Board is recommending a final dividend
of 7.7 pence per Ordinary share to be paid
on 27 February 2004 to shareholders
registered in the register of members of the
Company at the close of business on 
30 January 2004. The final dividend,
together with the interim dividend of 4.0
pence per Ordinary share, and subject to
shareholders’ approval, makes a total for
the year ended 28 September 2003 of 
11.7 pence, compared with 11.3 pence 
per Ordinary share for the year ended 
29 September 2002.
Activities of the Group
The main activities of the Group are stated
in the Operating Review on pages 6 to 10.
Review of the year and future
prospects
The review of the Group’s trading
operations during the year and an
indication of likely future developments are
set out on pages 2 to 12.
Share capital
Details of changes in share capital during
the year are given in Note 19 on pages 51
and 52. Since the year-end 121,595
Ordinary shares of 22 
2
/
9
pence each have
been issued under the Executive Share
Option Scheme and the Sharesave Scheme.
The Company did not purchase any of its
Ordinary shares during the year. The
existing authority granted by shareholders
for the Company to purchase its own
shares remains in force until the AGM on
20 February 2004.
Substantial interests as at 
3 December 2003
The Company has been notified of the
following interests pursuant to section 198
of the Companies Act 1985:
%
Bridgemere Investments Ltd 13.67
Guinness Peat Group 9.92
ISIS Asset Management 7.47
Taube Hodson & Stonex Partners Ltd 6.24
Legal & General Investment 
Management 3.65
Mr S P Morgan, a Non-executive Director of
the Company, is the controlling shareholder
of Bridgemere Investments Limited.
In addition to the substantial interests
referred to above, Lord Daresbury, Non-
executive Chairman, has beneficial interests
in the Ordinary shares of the Company,
together with other members of his family,
amounting to 4.87%. 
Directors
On 1 September 2003 Mr P B Dermody
relinquished his role as Chief Executive but
remained a Director of the Group until 
13 October 2003 when he completed forty
years service with the Group. Mr C A Leaver
was appointed Chief Executive and joined
the Board on 1 September 2003.
The names and brief biographical details 
of the Directors who have held office are
set out on page 13. Mr R G Stubbs and 
Mr N N Walmsley retire by rotation and,
being eligible, offer themselves for re-
election. In line with best practice, 
Mr A M Jackson, who has been a Non-
executive Director for over nine years, also
offers himself for re-election as a Director
until the next AGM. Mr C A Leaver, who
was appointed a Director during the year,
offers himself for election.
The interests of the Directors in the
Ordinary shares of the Company, details of
the Directors’ service contracts and other
details of their remuneration are set out in
the Report on Directors’ Remuneration on
pages 19 to 23.
Employment report
De Vere Hotels, Village Hotels & Leisure
Clubs and G&J Greenall continue to be
accredited Investors in People and it is the
Group’s objective to maintain accreditation
as the award evolves to take account of
changes in best practice.
The Group considers it imperative to
encourage people to develop and utilise
their knowledge and skills to improve
corporate performance. There is an
understanding that exceptional employee
performance should be recognised and a
reward system has been further developed
to share benefits with employees that attain
this level of performance. The Group realises
that employee enjoyment is critical to good
performance and has extended the
Employee Opinion Survey which measures
key indicators including communications,
management style, working conditions,
salary and benefits. The overall satisfaction
scores continue to improve year-on-year and
are reported to be in excess of sector norms.
The Group is a strong supporter of Equal
Opportunities in all aspects of employment,
including recruitment, encouraging
employees to develop their full potential
regardless of gender, marital status, social
class, age, colour, national or ethnic origin,
religious belief, sexual orientation or
disability. The Group is nearing completion
of a Diversity Project aimed at promoting
the benefits of a diverse workforce, thus
maximising our ability to recruit, support
and retain colleagues from all sectors of the
community.
Communication plays a key part in the
Group’s employee relationship as it is the
simplest means of recognising an
individual’s contribution to the Company.
Team briefings, staff forums and suggestion
schemes provide regular and effective
methods of keeping our people up to date
with corporate successes and business
strategy, as well as capturing views, ideas
and feedback across all levels of the
organisation.
14 DE VERE GROUP PLC REPORT OF THE DIRECTORS
Report of the Directors Within each business unit ‘People Plans’ 
are initiated and aligned with business
objectives. The plans are prioritised to 
have the maximum impact on profit
performance. Performance management
and reward systems have been tailored 
to the plans.
Active absence management has generated
significant cost savings in the last year. 
In addition, the streamlining of the
company car arrangements has further
reduced operating costs.
In 2003 we have made significant progress
in developing and implementing core
management skills. The Excellerate
Induction Programme was launched and
has already delivered a 25% increase in
staff retention figures for the first ninety
days of service.
Employees are invited to share in the
Company’s success by participating in the
SAYE schemes. During the year 445
employees applied for options over 333,238
shares at a price of 269 pence per share.
The offer of stakeholder pension
arrangements has also been successfully
introduced, with over 1,000 staff signing
up in the last twelve months.
Health & safety
The health & safety of all De Vere’s guests,
employees and site visitors is a fundamental
priority of all managers within the Group. 
To this end, a monthly risk report is
prepared and is reviewed by Senior
Management and the Board.
External audits are also undertaken to
underpin the risk review process. In
addition, operating procedures are
continuously improved to take account of
changes in regulations and expert
recommendations.
The Group continues to work with local
and national environmental agencies to
improve risk management activities and
lower the exposures to common risks in the
leisure industry sector. In conjunction with
our employment policy, health & safety
training requirements are incorporated into
‘People Plans’. These are monitored by unit
management to ensure that the
appropriate training is provided and can be
evaluated in terms of results and a
reduction in accident claims.
All procedures are formally encompassed in
a new safety manual, which has been
developed and is being rolled out to all
locations. The Group continues to invest in
risk prevention and control measures and is
in the process of developing a website to
report on future health & safety matters.
Environmental report
The Company has recently been approved
for entry into the Kempen/SNS Smaller
Europe SRI Index, whose membership is
only available to those companies with the
very highest standards and practice in the
three areas of business ethics, human
resources and the environment. The Group
is working hard to be ‘a responsible citizen’
in the communities in which it operates
and this is further evidenced by our
inclusion in the Footsie4good index.
One of the main areas we are seeking to
improve is our use of energy and water.
Our policy is to minimise the consumption
of these resources and benchmark our use
of gas, electricity and water in order to
apply best practise and consolidate energy
savings across all our units. New build
designs, maintenance and refurbishment
programmes have energy conservation 
built in as a key factor. For example, our
new timeshare lodges incorporate a
Swedish timber frame design that is three
times more energy efficient and are also
triple glazed to help reduce the impact on
the environment.
Energy reduction targets of 5% have been
agreed with 19 sites exceeding these
parameters within the first twelve months.
An ‘Actionenergy‘ survey programme
sponsored by the DOE has been carried
out, creating a database of energy saving
ideas to be shared by hotels, accelerating
the implementation of best practice in
environmental issues.
Water savings averaging 2% have been
achieved by hotels reducing water usage
through the implementation of cistern flush
reductions, water recycling systems on golf
course maintenance and the use of efficient
showerheads. In addition to energy saving
activities, 35 hotels & fitness clubs
participate in a glass recycling scheme
which has resulted in over 1000 tonnes of
glass being collected last year. The success
of this scheme has been extended to
include the collection of cardboard, which
is now baled on site.
At unit level The De Vere Belfry has been
participating in the “Committed to Green”
initiative, which is a long-term European
Environmental Management Programme
designed to mitigate the impact of our
activities on the environment. Some of the
achievements to date include:
(i) building special bridges to divert crowds
away from nesting swans during a
major golf tournament.
(ii) the creation of over 22 hectares of
conservation area to protect flora, fauna
and rare species of wildlife.
(iii) a tree replacement programme that
planted a native oak tree every 10
metres around the perimeter of the
Brabazon course.
(iv) an invitation to local schools for “pond
dipping” sessions to enhance local
environmental awareness.
Future initiatives to improve the environment
include replacing petrol golf buggies with
electric versions as they reach their life
expectancy, the development of a staff car
share scheme and a staff travel plan.
As part of its responsibility to the
environment, the Group also encourages
employees to participate in local
community activities.
Supplier payment policy
The Group negotiates payment
arrangements and other terms and
conditions with all of its principal suppliers.
Payments to suppliers, other than in the
case of a dispute, are made in accordance
with negotiated arrangements, which are
set out in contracts where appropriate. 
The number of days purchases outstanding
at 28 September 2003 was 46 (2002: 57)
for the Group and 56 (2002: 52) for the
Company.
REPORT OF THE DIRECTORS ANNUAL REPORT & ACCOUNTS 2003 15 Charitable and political donations 
and social responsibilities
Charitable donations totalled £77,100
(2002: £98,700) during the year and no
donation was made to any political party.
The Group and its employees have
participated in many local community
activities and it is our policy to continue
these links with local communities.
Relationships have been forged with
schools to provide work experience for year
10 students via learning and education
partnerships in different parts of the
country. In some instances additional
resources have been made available for
children with special needs or teacher
training packs to promote links between
industry and specific community needs.
Examples can be seen in support of the
Welsh Air Ambulance service, St John
Ambulance Breakfast Club and the
Beaconsfield School mentoring programme.
Hotels are encouraged to nominate two
local charities to support in terms of
donations or employee time with some
hotels allowing staff a number of paid days
to take part in defined community activities.
Many units participate in local sporting
events and sponsor youth teams to
encourage children to actively take part in
healthy pastimes. This year many of our
employees have actively participated in local
community events, which have raised
amounts ranging from £2,000 to £22,000.
Our staff perform a variety of roles and
activities, including governors and
secretaries of schools, supporting families
of children suffering from leukaemia and
running various marathons to raise funds
for Macmillan appeals and local scout
troops.
Auditors
Ernst & Young LLP have expressed their
willingness to continue in office in
accordance with section 385 of the
Companies Act 1985. A resolution 
re-appointing them as auditors for the
ensuing year will be proposed at the
Company’s Annual General Meeting.
Special business of Annual 
General Meeting
The Annual General Meeting is to be held
at 11.30am on 20 February 2004 at  
De Vere Belton Woods, near Grantham,
Lincolnshire NG32 2LN. The Notice of
Meeting, Agenda and Explanations of any
Special Business of the Annual General
Meeting are sent to shareholders separately.
By Order of the Board,
D C Edwards 
Company Secretary
3 December 2003
16 DE VERE GROUP PLC REPORT OF THE DIRECTORS
Report of the Directors
continued  STATEMENT OF CORPORATE GOVERNANCE ANNUAL REPORT & ACCOUNTS 2003 17
The Company complies with the detailed
Corporate Governance provisions
incorporated into the Listing Rules for
quoted companies. The Group complied
with all Combined Code requirements
throughout the year.
Board structure and processes
The Board consists of its Non-executive
Chairman, its Chief Executive, Finance
Director and four Non-executive Directors,
with Mr A M Jackson as the senior 
Non-executive Director. Mr P B Dermody
stepped down as Chief Executive on 
1 September 2003 and retired as a Director
on 13 October 2003. Mr C A Leaver was
appointed as his replacement as Chief
Executive on 1 September 2003. Details of
all the Directors, together with the
committees on which they sit, are set out
on page 13. All members of the Board
submit themselves for re-election every
three years. Mr N N Walmsley and 
Mr R G Stubbs retire by rotation and
submit themselves for re-election. 
Mr A M Jackson has served for more than
nine years as a Non-executive Director and
therefore submits himself for re-election.
The Board meets at least every two months
during the year with further meetings
arranged as necessary. The Non-executive
Directors meet at least once a year without
the presence of any Executive Directors.
During the year the Board met formally on
eleven occasions. Mr R G Stubbs and 
Mr N N Walmsley attended all formal
meetings. Lord Daresbury, Mrs D Hewitt,
Mr S P Morgan, Mr P B Dermody and 
Mr A M Jackson each gave their apologies
for non-attendance at one meeting. 
All committee meetings were fully
attended. There are a number of matters
which are always dealt with by the Board
such as approval of the annual budget,
authorisation of major acquisitions and
disposals, as well as significant items of
capital expenditure. The Board also
approves the issue of the final and interim
results and the Annual and Interim Reports
of the Group.
In advance of each meeting, the Board
receives detailed financial information on
the business performance of the Group in
addition to items for decision. The Board
also requests additional information as it
requires. The Directors are therefore able to
make informed decisions on corporate and
business issues under consideration.
The Company Secretary is responsible for
ensuring that Board processes and
procedures are appropriately followed and
support effective decision making. All
Directors have access to the Company
Secretary’s advice and services and there is
also a formal procedure for Directors to
obtain independent professional advice in
the course of their duties, if necessary, at
the Company’s expense. An induction
programme is arranged for all new
Directors. This covers the major trading
activities of the Company as well as the
roles and responsibilities of Directors
generally. Directors receive subsequent
training as required and are also
encouraged to visit the Company’s trading
operations.
The roles of the Chairman and Chief
Executive are separate. The Non-executive
Chairman is responsible for effectively
operating and chairing the Board. The Chief
Executive has overall responsibility for
managing the Company, which includes
strategy and operations.
The Non-executive Chairman and 
Mr S P Morgan both have interests in
substantial share holdings in the Company
(5.2% and 13.7% respectively at 
28 September 2003) and the Non-executive
Chairman was also previously the Chief
Executive. As a result, they are not
considered to be independent.
Mr A M Jackson has been a Director of the
Company since 1993 and, in accordance
with best practice, the Board has reviewed
whether, in its opinion, he remains
independent. In addition they have also
reviewed whether he should, on the
grounds of length of service, be replaced.
The Board has concluded that Mr A M
Jackson’s industry experience, his
understanding of the business and the level
of commitment he displays to the Board are
such that he provides just the sort of
challenge expected of an independent Non-
executive Director. The Board therefore
considers Mr Jackson to be an independent
Non-executive Director.
To further strengthen the independence of
the Board, the Board is seeking to appoint
another independent Non-executive
Director in the forthcoming year.
Save as previously mentioned, the Non-
executive Directors have no material or
business relationships with the Company
and each of the other Non-executive
Directors are regarded as independent.
Audit Committee
The Company has an Audit Committee
consisting of Non-executive Directors under
the chairmanship of Mr N N Walmsley. 
The members of the Audit Committee are
as disclosed on page 13. The Committee
meets at least three times a year and its
terms of reference follow those
recommended by the Combined Code and
its decisions and proceedings are reported
to the Board.
The external Auditors are invited to attend
all the Audit Committee meetings and
other Board members are invited to attend
as appropriate. Part of each meeting of the
Audit Committee is held between the Non-
executive Directors and the external
Auditors in private.
The Audit Committee reviews the annual
financial statements of the Company
together with its accounting systems and
internal controls. The individuals responsible
for the Company’s internal audit function
have direct access to the Chairman of the
Audit Committee. The Committee also
reviews the appointment and terms of
reference of the external Auditors and
monitors the level of non-audit services
provided by the Auditors. A breakdown of
non-audit fees is provided in Note 2. The
Company Secretary acts as secretary to the
Audit Committee.
Remuneration Committee
The Company has a Remuneration
Committee, under the chairmanship of 
Mrs D Hewitt, which meets at least once a
year. Details of the members of the
committee and its remit are disclosed in the
Report on Directors’ Remuneration on 
page 19.
Statement on Corporate Governance 18 DE VERE GROUP PLC STATEMENT OF CORPORATE GOVERNANCE
Statement on Corporate Governance
continued 
Nomination Committee
The Company has a Nomination Committee
under the chairmanship of Mr A M Jackson.
This Committee recommends to the Board
the appointment of all Executive and Non-
executive Directors. The Committee
determines the terms of reference for new
appointments and uses external advisers to
identify suitable candidates for any vacant
directorships; each candidate is interviewed
by all members of the Committee. A
shortlist is then prepared and further
interviews take place as appropriate. Any
appointments to the Board are approved by
the Board as a whole. During the year, 
Mr C A Leaver was appointed Chief
Executive and the above procedure was
followed in relation to his appointment.
Newly appointed Directors are subject to
election by shareholders at the Annual
General Meeting following appointment.
Under the Company’s Articles of
Association all Directors must submit
themselves for re-election at least every
three years.
Relations with shareholders
Communications with shareholders are
given high priority. The Chief Executive’s
Overview, Chairman’s Statement, Operating
and Financial Reviews on pages 2 to 12
include a detailed review of the business
and future developments of the Group.
There is regular dialogue with institutional
shareholders, including presentations after
the Company’s announcement of the 
half-year and year-end results, and
following any strategic activity. Following
such meetings, minutes are prepared and
circulated to the whole Board so that they
are aware of shareholders’ views.
The Board uses the Annual General Meeting
as an important means of communication
with private and institutional investors and
encourages their participation. The
Chairman aims to ensure that the Chairmen
of the Audit, Remuneration and
Nomination committees are available at
Annual General Meetings to answer
questions. Details of resolutions to be
proposed at the Annual General Meeting
on 20 February 2004 can be found in the
Notice of Meeting.
To further improve communications with
shareholders, the Group has a website
(www.deveregroupplc.co.uk) dedicated to
the communication of corporate
information such as: current and historical
financial reports, presentations and press
releases together with a link to the current
share price. We also offer our shareholders
the option of receiving electronic versions
of shareholder communications, including
the annual and interim reports. Information
regarding this service can be downloaded
directly from the corporate website.
Internal contol
The Board is responsible for the Group’s
system of internal control and for reviewing
its effectiveness. The system of internal
control is designed to safeguard
shareholders’ investment and the
Company’s assets by managing the risks of
not meeting business objectives and is
intended to provide reasonable and not
absolute assurance against material
misstatement or loss.
The principal elements of the Group’s
system of internal control and risk
management, that comply with the
Turnbull guidance and which were in place
throughout the year under review and up
to the date of approval of the Accounts,
are as follows:
•A risk management report is reviewed at
each meeting of the Board of Directors.
This report summarises all foreseen
strategic, operational, financial, technical
and environmental risks that could
prevent the achievement of business
objectives.
• All major risks identified in the risk
management reports are assessed and
allocated to specific individuals as
appropriate. Action plans to mitigate the
identified risks are in place.
•A detailed budget is prepared for the
following financial year along with a
strategic plan for the subsequent three
years. Actual results are reported monthly
and compared to both budget and prior
year results. Operational performance of
the hotels is reviewed against external
industry benchmarks.
•A formal appraisal and approval process
is operated for all items of capital
expenditure. Projects are required to
demonstrate achievement of appropriate
operational and financial criteria.
•Key systems and controls are documented
and, on a monthly basis, self-certification
reports are signed off by heads of finance
functions across the Group.
• Internal audits are conducted in
accordance with a rolling programme.
Each hotel or business unit is audited at
least once each year, with further audits
being conducted in accordance with
perceived risk.
• The Group has a clearly defined
organisational structure which allows
appropriate segregation of duty.
Employees have prescribed authority levels.
The effectiveness of internal control 
systems are considered and monitored
regularly (and at least once a year) by the
Board of Directors and the Audit
Committee. The Directors confirm that they
have reviewed the effectiveness of the
Internal Control system in accordance with
the above procedures.
Going concern
The Directors consider, after making
enquiries, that the Company has adequate
resources to continue in operational
existence for the foreseeable future and,
accordingly, that it is appropriate to adopt
the going concern basis in the preparation
of the Accounts. This Report has been prepared in
accordance with the Combined Code and
Schedule 7A of the Companies Act 1985,
which applies for the first time. The Report
has been approved by both the
Remuneration Committee and the Board
and will be subject to an advisory vote at
the Company’s AGM.
The Report is intended to be fully compliant
with The Directors’ Remuneration Report
Regulations 2002 (the Regulations).
As required by the Regulations, the
following sections of this report have been
audited by Ernst & Young LLP:
• Directors’ emoluments
• Directors’ pension details
• Directors’ interests in share capital.
Remuneration policy 
The Company’s policy on Executive
Director’s remuneration for the year ended
28 September 2003 and subsequent
financial years is that the overall
remuneration package should be
sufficiently competitive to attract, retain
and motivate high quality executives
capable of achieving the Company’s
objectives and thereby enhancing
shareholder value. A proportion of the
Executive Directors’ remuneration is
structured so as to link rewards to the
Group’s performance. The details of the
application of this policy are explained
below.
The Company’s policy on Non-executive
Director’s remuneration is to provide levels
of remuneration which reflect the duties
and responsibilities of each of the 
Non-executive Directors, which are
sufficient to attract and retain their services
and are in line with market rates.
Remuneration Committee
The Remuneration Committee is responsible
for determining the emoluments of the
Chairman, Executive Directors and for the
overall reward policy for Senior Executives.
The Committee’s decisions are ratified only
by the members of the Board who have no
personal interest in the outcome. The
Committee is chaired by Mrs D Hewitt and
its other members are Mr A M Jackson and
Mr N N Walmsley.
The Remuneration Committee consults the
Chairman about its proposals for the
remuneration of the Executive Directors.
The Remuneration Committee has been
advised and assisted by Messrs Pinsents
Solicitors (legal advice on Director’s
contracts), Watson & Wyatt the Company’s
Actuaries (pension advice) and the
Company Secretary. Watson & Wyatt were
not appointed by the Committee. Other
members of the Board may, by invitation,
attend committee meetings except where
their own remuneration is being discussed.
Executive Directors’ remuneration
Base salary
Individual base salaries are reviewed
annually by the Remuneration Committee
and take into account individual
performance and any changes of
responsibilities.
Pension provision
Executive Directors are members of the
Company Pension Scheme. They accrue
pension rights at the rate of one-thirtieth of
basic salary per annum subject only to
Inland Revenue limits up to normal
retirement age of 60 years. The Directors
are not required to contribute to this
arrangement.
For Executive Directors who entered service
after 31 May 1989 the benefits which can
be provided from the Company Pension
Scheme are restricted by the operation of
the Inland Revenue earnings cap.
Annual performance bonus
Executive Directors are eligible for an
annual bonus of up to 60% of base salary
which is consistent with the level of bonus
paid by other FTSE 250 companies. The
level of bonus received will depend upon
the extent to which performance targets set
by the Remuneration Committee have been
met. These targets relate to achievement of
budgeted profit before exceptional items
and tax together with specific operational
measures. This reflects the Company’s
objective of improving shareholder returns
year-on-year.
Other benefits
Executive Directors are entitled to other
benefits such as the provision of a company
car and healthcare insurance consistent
with our industry norms.
Long-term incentives
Executive Share Option Scheme
Executive Directors may participate in the
Company’s Executive Share Option Scheme.
Executive Directors participate in both the
1995 and 2001 Executive Share Option
Schemes. The 1995 Scheme was closed in
2001 and, although no further options can
be granted, options under it may still be
exercised for a period of ten years from the
original date of grant. Options under the
2001 Scheme are granted at the market
price at the date of grant. Options will not
normally be exercisable for a period of
three years from the date of grant. Options
only become exercisable if, over a three year
period starting with the financial period in
which the option is granted, the total
shareholder return of the Company’s shares
has equalled or exceeded that of the middle
ranking company of the Leisure
Entertainment and Hotels sector of the
FTSE Small Cap Index.
Total shareholder return is calculated as the
growth in value of a share over the three
year period (taking into account reinvested
dividends) which is calculated by the
Company using publicly available
information.
The comparator group was selected to
reflect the type of business and size of the
Company.
Employee Co-investment Plan (ECIP)
Executive Directors may invest up to half of
any bonus payable in the Company’s shares
and, provided a Director remains with the
Company for a further three years,
additional matched shares may be granted
to him depending upon the satisfaction of
a performance test. The performance test is
that the right to receive matching shares
does not vest unless the Company’s ranking
(based on total shareholder return) at the
closing month (for awards made in January
2003 – September 2006) in a comparator
group, comprising the constituents of the
Leisure Entertainment and Hotel sector of
the FTSE Small Cap Index, is at or above the
middle ranking position.
Savings-related share option schemes
The Company has established savings-
related share option schemes which provide
a savings and investment opportunity for
employees including Executive Directors.
Share options may normally be exercised
REPORT ON DIRECTORS’ REMUNERATION ANNUAL REPORT & ACCOUNTS 2003 19
Report on Directors’ Remuneration 20 DE VERE GROUP PLC REPORT ON DIRECTORS’ REMUNERATION
Report on Directors’ Remuneration
continued 
after three or five years at a price equivalent
to not less than 80% of the market value of
the shares at the time of grant.
Performance graph
The graph below shows the total
shareholder return (with dividends
reinvested) for each of the last five financial
years (beginning 1 October 1998 and ending
28 September 2003) of a holding in the
Company’s shares against the corresponding
total return of a hypothetical holding of
shares by reference to which the FTSE Leisure
and Hotels Sector Index is calculated. For the
purposes of the performance graph, the
Company is unable to use the FTSE Small
Cap Index because this index has not been in
existence for five years.
The FTSE Leisure and Hotels Sector Index
was therefore selected because it represents
a broad equity market index of which the
Company is a member.
Non-executive Directors’ remuneration
Non-executive Directors are awarded fees
which reflect each of their duties and
responsibilities and are set at a level in line
with market rates. The level of their fees is
determined by the Executive Directors.
Service contracts
Executive Directors
Each of the Executive Directors have rolling
service contracts. Notice periods contained
in the service contracts of all continuing
Executive Directors are set at one year.
The service contract for Mr R G Stubbs is
terminable by him on 12 months’ notice.
The service contract for Mr C A Leaver is
terminable on 6 months’ notice by him.
Service contracts for all of the Executive
Directors contain non-compete provisions.
Mr C A Leaver’s service contract contains 
no provisions for pre-determined
compensation in the event of early
termination. The service contracts for Mr P B
Dermody and Mr R G Stubbs provide for
pre-determined compensation to be paid in
the event of early termination calculated in
accordance with the following formula:
A x 10.5
12
When A is the aggregate of the following:
(i) A sum equivalent to one year’s basic
salary.
(ii) A sum equivalent to 17/20th of 40% of
basic salary to represent the value of
one year’s bonus.
(iii) A sum calculated by the actuary to the
Pension Scheme to represent the loss of
pensions benefit had the Executive
remained in employment during the
notice period.
(iv) A sum equivalent to 12% of basic salary
to represent the loss of other benefits.
Each of the Executive Directors who 
served during the year has or had a service
contract dated as shown. Mr P B Dermody 
(26 January 1998 – retired 13 October
2003), Mr C A Leaver (25 July 2003), 
Mr R G Stubbs (4 February 2000).
During the year Mr P B Dermody
announced his intention of retiring, which
became effective on 13 October 2003
when he achieved forty years service with
the Group.
Non-executive Directors
Non-executive Directors are appointed
initially for three years and thereafter 
until terminated by the individual or the
Company. Each of the Non-executive
Directors who served during the year has 
a letter of appointment which does not
provide for any notice period dated as
follows:
Director Date of appointment
Lord Daresbury 17 February 2000
Mrs D Hewitt 25 February 2002
Mr A M Jackson 5 April 1993
Mr S P Morgan 23 March 2000
Mr N N Walmsley 20 April 2001
External Non-executive Directorships
The Company considers that appointments
as Non-executive Directors of other
companies broadens the experience and
knowledge of the Executive Directors to the
benefit of the business. Accordingly,
Executive Directors are allowed to accept
one non-executive appointment each,
provided it is not with a competing
company and does not interfere with his or
her function as an Executive Director of the
Company. Executive Directors are permitted
to retain fees paid in respect of any non-
executive directorships.
DE VERE GROUP – TOTAL RETURN INDEX
FTSE LEISURE AND HOTELS SECTOR – TOTAL RETURN INDEX Source: DATASTREAM
Total Shareholder Return – performance graph
1999 2000 2001 2002 2003
90
100
110
120
130
140
150
160
170
180
190 REPORT ON DIRECTORS’ REMUNERATION ANNUAL REPORT & ACCOUNTS 2003 21
Directors’ emoluments
Directors’ emoluments are summarised as follows:
2003 2002
Other
Salary Fees Bonus benefits Total Total
£000 £000 £000 £000 £000 £000
Chairman
Lord Daresbury –96–– 96 91
Executive Directors
P B Dermody* 258 – 248 29 535 347
C A Leaver** 23 29 50 4 106 –
R G Stubbs 165 – 25 19 209 228
Non-executive Directors
D Hewitt –30–– 30 12
A M Jackson –40–– 40 35
S P Morgan*** ––––– –
D E Reid ––––– 15
N N Walmsley –30–– 30 30
Total 446 225 323 52 1,046 758
* Mr P B Dermody’s salary includes his salary until the date of his retirement on 13 October 2003. His bonus comprises an annual performance bonus of £38,000 and a
discretionary bonus of £210,000 granted in recognition of his successful leadership of the Group over the last three and a half years, during which time his basic
salary increased from £220,000 to £253,000 p.a., and to retain his services during the successful handover to Mr C A Leaver. Other benefits include use of his
company car until 25 March 2004.
** Mr C A Leaver commenced employment as Chief Executive on 1 September 2003. Between 25 July 2003 and 31 August 2003 he undertook consultancy work for the
Company. These consultancy fees are disclosed as fees in the above table even though he was not a Director during this period. The £50,000 bonus and subsequent
issue of share options post year-end were made in recognition of his appointment to the role of Chief Executive. Other benefits include £3,000 in respect of pension
in the form of a supplement of 20% of the difference between the pension earnings cap and his base salary.
***Mr S P Morgan has waived his director’s fees of £30,000. The Company has agreed to pay an equivalent amount to that of the fees to a charitable trust of its choice. 
The emoluments of the highest paid director in 2003, Mr P B Dermody, amounted to £535,000 (2002: £347,000).
Directors’ pension details
Additional disclosures in respect of Directors’ are as follows:
Transfer value
Accumulated Increase before of increase in  
accrued benefits Increase in inflation* in accrued pension
28 September accrued benefits accrued benefits (net of inflation)
2003 during the year during the year during the year
£000 £000 £000 £000
P B Dermody 220 25 20 287
C A Leaver 0.3 0.3 0.3 1.1
R G Stubbs 117 25 22 213
* Inflation for the year to 28 September 2003 is assumed to be 2.8%.
Mr C A Leaver’s pension entitlements are accrued from the commencement of his appointment as Chief Executive on 1 September 2003. 
Mr C A Leaver’s pension is subject to an Inland Revenue imposed earnings cap of £99,000 per annum for the 2003/4 tax year. To compensate
him for the effect of this, he receives a salary supplement equal to 20% of salary above the earnings cap. This supplement is not included in
the calculation of salary reviews, bonus payments, share options or any other salary related benefit.
The pension entitlement shown is that which would be granted at age 60 on leaving service at the end of the year. 22 DE VERE GROUP PLC REPORT ON DIRECTORS’ REMUNERATION
Report on Directors’ Remuneration
continued 
The transfer value of the accrued benefits for the Executive Directors were as follows:
Transfer Transfer
value as at value as at Movements, 
28 September 29 September less Directors’
2003 2002 contributions
£000 £000 £000
P B Dermody 3,229 2,603 626
C A Leaver 1– 1
R G Stubbs 1,181 811 370
The Directors did not contribute to the pension arrangements in either the current or the prior year.
Mr P B Dermody, who is the highest paid Director, held an accrued annual pension entitlement at 28 September 2003 of £220,000 
(2002: £195,000).
Directors’ interests in share capital
Directors’ beneficial interest in Ordinary shares of the Company as at 28 September 2003 and 29 September 2002 or at date of appointment
if later were as follows:
2003 2002
Lord Daresbury 5,936,761 5,911,492
P B Dermody 25,918 25,320
C A Leaver 4,699 4,699
R G Stubbs
†
42,247 36,479
D Hewitt 3,663 –
A M Jackson 401 401
S P Morgan 15,559,422 13,894,422
N N Walmsley 2,000 2,000
† 2003 shareholding includes 5,768 shares acquired under the Employee Co-Investment Plan.
On 2 October 2003, Lord Daresbury’s beneficial interest in the Ordinary shares of the Company was reduced by the disposal of 
393,173 shares by the trustees of the family trust of which Lord Daresbury is indirectly a beneficiary. REPORT ON DIRECTORS’ REMUNERATION ANNUAL REPORT & ACCOUNTS 2003 23
Share options
As at 28 September 2003 and 29 September 2002 the following options over the Company’s shares had been granted or held under the
Executive Share Option Schemes and Savings Related Share Option Schemes.
Options Number Options 
held at granted Number held at 
29 September during the exercised 28 September
Exercise Price 2002 year or lapsed 2003
P B Dermody 3.20 75,733 – – 75,733
2.99 130,380 – – 130,380
2.85 – 120,911 – 120,911
2.69 3,601 – – 3,601
†
2.98 209,714 120,911 – 330,625
C A Leaver* – – – – –
R G Stubbs (a) 3.20 42,187 – – 42,187
(b) 2.99 80,006 – – 80,006
(c) 2.85 – 80,607 – 80,607
(d) 2.55 6,617 – – 6,617
†
2.96 128,810 80,607 – 209,417
†Weighted average exercise price of options held as at 28 September 2003.
* On 3 October 2003 Mr C A Leaver was granted options over 145,000 Ordinary shares at an exercise price of £3.80.
(a) Options are exercisable from 8 June 2003 to 7 June 2010.
(b) Options are exercisable from 16 March 2004 to 15 March 2011.
(c) Options are exercisable from 9 December 2005 to 8 December 2012.
(d) Options issued under the Sharesave Scheme which are exercisable from August 2004.
At the year-end all options held by Mr P B Dermody and Mr R G Stubbs were “in the money” at weighted average option prices of 
£2.98 and £2.96 respectively. No Director exercised any share options during the year or in the prior year.
Options held by Mr P B Dermody at 28 September 2003 are exercisable from 3 December 2003 to 12 April 2004. Options held by 
Mr C A Leaver are exercisable from December 2006 to October 2013.
The market price of the Company’s shares at 28 September 2003 was 377 pence (2002: 304 pence) with a quoted range during the 
year of 257 pence to 417 pence.
Full details of Directors’ share options are available in the Register of Directors’ Interests.
Employee Co-Investment Plan (ECIP)
As at 28 September 2003 no matching shares had been vested with any of the Executive Directors. During the year Mr R G Stubbs 
acquired 5,768 shares under the ECIP.
Approved by the Board of Directors on 3 December 2003 and signed on their behalf by:
Mrs D Hewitt
Chairman of the Remuneration Committee The following statement, which should be
read in conjunction with the Independent
Auditor’s Report set out on page 25, is
made with a view to distinguishing for
shareholders the respective responsibilities of
the Directors and of the Auditors in relation
to the Accounts.
In accordance with the Companies Act 1985,
the Directors are required to prepare the
Accounts for each financial year which give a
true and fair view of the state of affairs of
the Company and the Group at the end of
the financial year and of the profit or loss for
that period. The Directors consider that, in
preparing the Accounts, the Group has used
appropriate accounting policies, consistently
applied and supported by reasonable and
prudent judgements and estimates, and that
all accounting standards which they consider
to be applicable, have been followed.
The Directors have responsibility for ensuring
that the Group keeps accounting records
which disclose with reasonable accuracy the
financial position of the Group, enabling
them to ensure that the Accounts comply
with the Companies Act 1985. The Directors
have a general responsibility to take
reasonable steps to safeguard the assets of
the Group and to prevent and detect fraud
and other irregularities.
24 DE VERE GROUP PLC DIRECTORS’ RESPONSIBILITY FOR THE ACCOUNTS
Directors’ Responsibilities for the Accounts INDEPENDENT AUDITORS’ REPORT  ANNUAL REPORT & ACCOUNTS 2003 25
Independent Auditors’ Report
to the members of De Vere Group Plc
We have audited the Group’s Accounts for
the year ended 28 September 2003 which
comprise the Consolidated Profit and Loss
Account, Group and Company Balance
Sheets, Consolidated Cash Flow Statement,
Group Statement of Total Recognised Gains
and Losses, Reconciliation of Movement in
Shareholders’ Funds and the related Notes
1 to 27. These Accounts have been
prepared on the basis of the accounting
policies set out therein. We have also
audited the information in the Report on
Directors’ Remuneration 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 are responsible for preparing
the Annual Report, including the Accounts
which are required to be prepared in
accordance with applicable United
Kingdom law and accounting standards as
set out in the Statement of Directors’
Responsibilities in relation to the Accounts.
Our responsibility is to audit the Accounts
and the part of the Report on Directors’
Remuneration 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 Report on Directors’
Remuneration to be audited have been
properly prepared in accordance with the
Companies Act 1985. We also report to
you if, in our opinion, the Report of the
Directors 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
information specified by law or the Listing
Rules regarding Directors’ remuneration and
transactions with the Group is not disclosed.
We review whether the Corporate
Governance Statement reflects the
Company’s compliance with the seven
provisions of the Combined Code specified
for our review by the Listing Rules, 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 to 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 the 
Chief Executive’s Overview, Chairman’s
Statement, Operating Review, Financial
Review, Report of the Directors, Statement
on Corporate Governance and Report on
Directors’ Remuneration. 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 Report on Directors’ Remuneration 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 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 Report on Directors’ Remuneration
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 Report on Directors’ Remuneration
to be audited.
Opinion
In our opinion:
• The Accounts give a true and fair view
of the state of affairs of the Company
and of the Group as at 28 September
2003 and of the profit of the Group 
for the year then ended; and 
• The Accounts and the part of the 
Report on Directors’ Remuneration to
be audited have been properly 
prepared in accordance with the
Companies Act 1985.
Ernst & Young LLP
Registered Auditor
Manchester
3 December 2003 Basis of Accounts
The Accounts have been prepared in
accordance with applicable United
Kingdom accounting standards under the
historical cost convention with the
exception of hotel and health & fitness
properties which, under the transitional
provisions of FRS 15 – Tangible Fixed
Assets, are included at their 1999
valuations. Since 1999 it has been Group
policy not to revalue fixed assets.
Basis of consolidation
The consolidated profit and loss account
and balance sheet combine the Accounts
of the Company and its subsidiary
undertakings which are prepared up to 
28 September 2003 and represent the
operations of the Group for a period of 
52 weeks. In accordance with Section 230
of the Companies Act 1985, no separate
profit and loss account is presented for the
Company.
Results of subsidiary undertakings and
businesses acquired or sold during the year
are included from or up to their respective
dates of acquisition or disposal.
Entities in which the Group holds an
interest on a long-term basis are jointly
controlled by the Group and one or more
other ventures under a contractual
arrangement are treated as joint ventures.
In the Group accounts, joint ventures are
accounted for using the gross equity
method.
For acquisitions prior to September 1998,
the difference between the purchase
consideration and the fair value of
identifiable net assets at the date of
acquisition was dealt with as a movement
on reserves. On subsequent disposal of
such businesses such goodwill is taken into
account in determining the profit or loss
on sale or closure.
Tangible fixed assets and depreciation
The cost of tangible fixed assets represents
the actual purchase price paid. Cost
includes gross interest on capital invested
in major property development and directly
attributable costs up to the date of
opening for trade.
Fixtures and fittings also contain items of
plant, machinery and equipment including
computers.
Depreciation is not provided on freehold
land.
Depreciation is provided to write-off the
cost or valuation of all other fixed assets
over their useful lives to their estimated
residual values and is calculated by the
straight-line method at the following rates:
Per annum
Hotels and health & 
fitness buildings 2%
Other properties 2%
Production plant 5% - 20%
Motor vehicles 10% - 50%
Fixtures and fittings 5% - 20%
Leasehold properties are depreciated over
the shorter of 50 years or their remaining
useful life.
The carrying values of tangible fixed assets
are reviewed for impairment in periods if
events or changes in circumstances indicate
that the carrying value may not be
recoverable. 
Assets under construction are not
depreciated until they are ready for use. 
When an asset is fully depreciated and no
longer in use both the gross amount and
the aggregate depreciation are eliminated
from the Accounts.
Stock
Stock is valued at the lower of cost and net
realisable value. Cost comprises
expenditure directly incurred in purchasing
or manufacturing stock and includes an
appropriate amount of overhead.
The value attributed to timeshare stock is
the cost of building the lodges
apportioned to each week on the basis of
the selling price for that week.
Certain operating supplies are treated as a
base stock and renewals and replacements
of such stock are written-off to the profit
and loss account as incurred.
Deferred taxation
Full provision is made for deferred tax
assets and liabilities arising from timing
differences, between the recognition of
gains and losses in the financial statements
and their recognition in tax computations,
with the exception of timing differences
arising from the revaluation of, or gains
rolled over into fixed assets for which there
is no binding agreement to sell or on the
undistributed profits of overseas
subsidiaries. Deferred tax is calculated at
the rates at which it is estimated the tax
will arise. The deferred tax provision has
not been discounted to net present values.
Deferred tax assets are recognised only to
the extent that the Directors consider that
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.
Turnover
Turnover is the value of goods and services
sold to third parties, including excise
duties, as part of the Group’s trading
activities, after deducting discounts and
sales based taxes.
Joining fees in respect of health & fitness
memberships are accounted for when
received. All other fees and subscriptions
are recognised over the membership
period.
Sales of timeshares are recognised at the
later of the time of sale or the date
building work on the lodge is complete.
Pensions
Pension costs relating to the Group defined
benefit scheme are charged to the profit
and loss account in accordance with the
advice of independent qualified actuaries
based on an assessment of the current and
expected future pensionable payroll.
Actuarial valuations of the pension scheme
are carried out every three years and
surpluses or deficiencies disclosed by the 
26 DE VERE GROUP PLC ACCOUNTING POLICIES
Accounting Policies
which form an integral part of the Accounts ACCOUNTING POLICIES ANNUAL REPORT & ACCOUNTS 2003 27
valuations are amortised over the
remaining service lives of the members,
except where there is a significant
reduction in the number of employees in
the scheme. Differences between the
amount charged in the profit and loss
account and the payments made to the
schemes are treated as provisions or
prepayments in the balance sheet.
Payments to money purchase pensions
schemes are charged as incurred.
Leases
Assets which are subject to finance leases
are capitalised and the related depreciation
charged to the profit and loss account.
Lease payments are treated as consisting of
interest and capital, interest being charged
to the profit and loss account over the term
of the lease on an actuarial basis. Rental
payments in respect of operating leases are
charged to the profit and loss account on a
straight-line basis. Provision has been
established for future anticipated costs
related to leased premises no longer
occupied by the Group.
Derivatives
The Group’s policy is to hedge the
following exposures:
• An element of its interest rate risk.
• Currency exposures on long-term
borrowings.
The Group does not have any currency
exposures on future committed sales and
does not use or require the use of any
other derivavtive instruments other than to
mitigate interest rate risks and currency
exposure. Before
Exceptional Exceptional Total Total
items items 2003 2002
Note £000 £000 £000 £000
Turnover 1 312,231 – 312,231 293,888
Cost of sales 2 (180,374) – (180,374) (173,037)
Gross profit 131,857 – 131,857 120,851
Other operating expenses (net) 2/3 (77,191) (7,268) (84,459) (68,695)
Operating profit/(loss) 1 54,666 (7,268) 47,398 52,156
Continuing operations 54,666 – 54,666 51,856
Exceptional items 4 – (7,268) (7,268) 300
Surplus on disposal of properties 4 – 606 606 508
54,666 (6,662) 48,004 52,664
Investment income 5 49 – 49 213
Interest payable 4/6 (14,979) (2,255) (17,234) (14,345)
Profit/(loss) on ordinary activities before taxation 39,736 (8,917) 30,819 38,532
Taxation on profit/(loss) on ordinary activities 7 (12,199) 7,058 (5,141) (11,475)
Profit/(loss) on ordinary activities after taxation 27,537 (1,859) 25,678 27,057
Ordinary dividends 8 (13,251) (12,679)
Retained profit for the year 20 12,427 14,378
Earnings per share 9
Basic 22.84p 24.19p
Diluted 22.77p 23.89p
Earnings per share excluding exceptional items 9
Basic 24.50p 23.55p
Diluted 24.13p 23.36p
28 DE VERE GROUP PLC CONSOLIDATED PROFIT & LOSS ACCOUNT
Consolidated Profit & Loss Account
for the year ended 28 September 2003 Group Company
2003 2002 2003 2002
Note £000 £000 £000 £000
Fixed assets
Tangible assets 10 859,114 848,473 11,298 11,712
Investments 11 10,100 6,804 358,786 345,637
869,214 855,277 370,084 357,349
Current assets
Stocks 12 14,296 14,078 3,358 3,022
Debtors – amounts falling due:
within one year 13 42,629 31,254 49,673 35,342
after more than one year (including deferred tax asset) 13 9,143 8,415 968,165 770,432
Cash at bank and in hand 1,387 5,460 256 638
67,455 59,207 1,021,452 809,434
Creditors: amounts falling due within one year 14
Convertible subordinated bonds – (109,673) – (109,673)
Other creditors (99,475) (103,239) (44,836) (68,074)
Net current (liabilities)/assets (32,020) (153,705) 976,616 631,687
Total assets less current liabilities 837,194 701,572 1,346,700 989,036
Creditors: amounts falling due after more than one year 15 (213,860) (117,313) (884,544) (519,201)
Provisions for liabilities and charges 16 (42,897) (21,654) (4,331) (4,418)
Net assets 580,437 562,605 457,825 465,417
Capital and reserves
Called up share capital 19 25,272 24,938 25,272 24,938
Share premium 20 7,388 2,317 7,388 2,317
Revaluation reserve 20 99,371 99,611 – –
Other reserves 20 271,133 271,133 272,633 272,633
Profit and loss account 20 177,273 164,606 152,532 165,529
Equity shareholders’ funds 580,437 562,605 457,825 465,417
Approved by the Board of Directors on 3 December 2003 and signed on their behalf by: 
Lord Daresbury Chairman
R G Stubbs Director
BALANCE SHEETS ANNUAL REPORT & ACCOUNTS 2003 29
Balance Sheets
at 28 September 2003 2003 2002
Note £000 £000 £000 £000
Net cash inflow from operating activities
before reorganisation costs 24 77,111 69,213
Net cash outflow in respect of non-operating 
reorganisation costs arising in previous years (10,134) (11,016)
Net cash inflow from operating activities 66,977 58,197
Returns on investments and servicing of finance
Interest received 49 245
Interest paid (11,242) (11,431)
Interest element of finance lease rental payments (3,024) (3,119)
Net cash outflow from returns on investments
and servicing of finance (14,217) (14,305)
Tax paid (473) (143)
Capital expenditure and financial investment
Purchase of tangible fixed assets (38,191) (56,464)
Purchase of investments (2,718) –
Sale of tangible fixed assets 1,853 6,074
Net cash outflow from capital expenditure 
and financial investment (39,056) (50,390)
Dividends paid (12,739) (12,120)
Net cash inflow/(outflow) before financing 492 (18,761)
Financing
Issues of Ordinary share capital (net of costs) 5,405 2,158
Issue of US $100m Guaranteed senior loan notes 15/25 63,331 –
Repayment of 7% Convertible subordinated bonds 15/25 (109,673) –
Increase in other amounts borrowed 25 34,211 19,569
Net cash (outflow)/inflow from financing (6,726) 21,727
(Decrease)/increase in cash 25 (6,234) 2,966
30 DE VERE GROUP PLC CONSOLIDATED CASH FLOW STATEMENT
Consolidated Cash Flow Statement
for the year ended 28 September 2003 Statement of Total Recognised Gains and Losses
2003 2002
£000 £000
Total recognised gains and losses for the year 25,678 27,057
Prior year adjustment – FRS 19 – (1,259)
Total recognised gains and losses since the last annual accounts 25,678 25,798
Note of Historical Cost Profits and Losses
2003 2002
£000 £000
Reported profit on ordinary activities before taxation 30,819 38,532
Difference between a historical cost depreciation charge and the actual  
depreciation charge calculated on the revalued amount 240 240
Historical cost profit on ordinary activities before taxation 31,059 38,772
Historical cost profit for the year retained after taxation and dividends 12,667 14,618
Reconciliation of Movements in Shareholders’ Funds
2003 2002
£000 £000
Profit attributable to Ordinary shareholders of the Company 25,678 27,057
Ordinary dividends (13,251) (12,679)
12,427 14,378
Shares issued (net of costs) 5,405 2,158
Net movement in shareholders’ funds 17,832 16,536
Opening shareholders’ funds 562,605 546,069
Closing shareholders’ funds 580,437 562,605
OTHER STATEMENTS  ANNUAL REPORT & ACCOUNTS 2003 31
Other Statements
for the year ended 28 September 2003 1. Segmental analysis
All of the Group’s business activities and related net assets are situated in the UK and all sales and profits are earned from business
conducted in the UK that are continuing operations.
2003 2002
Operating Operating
Analysis of turnover, profit and Turnover profit Net assets Turnover profit Net assets
net assets by class of business £000 £000 £000 £000 £000 £000
De Vere pre-exceptional 34,835 35,254
Exceptional items* (Note 4) (2,423) **300
De Vere 183,218 32,412 550,944 177,808 35,554 537,581
Village pre-exceptional 15,636 13,378
Exceptional items* (Note 4) (4,845) –
Village 71,758 10,791 186,957 64,210 13,378 185,608
Greens 30,313 2,321 61,688 24,012 1,318 63,241
G&J Greenall 26,942 1,874 3,329 27,858 1,906 4,307
312,231 47,398 802,918 293,888 52,156 790,737
Net borrowings –– (222,481) –– (228,132)
312,231 47,398 580,437 293,888 52,156 562,605
* The exceptional items of £2,423,000 in De Vere and £4,845,000 in Village relate to the settlement of the golf and leisure subscription VAT appeal. 
Further details are disclosed in Note 4.
** The 2002 exceptional income of £300,000 is compensation following the postponement of the Ryder Cup in 2001.
32 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts 2. Cost of sales and other operating expenses
2003 2002
£000 £000
Cost of sales 180,374 173,037
Other operating expenses:
Distribution costs 861 813
Administration costs 83,598 67,882
Total other operating expenses 84,459 68,695
Administration and other costs include exceptional costs of £7,268,000 (2002: exceptional proceeds of £300,000) – see Note 4.
2003 2002
£000 £000
Cost and expenses include the following:
Depreciation of owned tangible fixed assets 23,523 23,073
Depreciation of leased tangible fixed assets 38 113
Repairs and maintenance 6,351 8,016
Operating leases – plant and machinery 1,301 1,528
– land and buildings 5,647 4,652
Fees payable to the Group’s Auditor, Ernst & Young, are as follows:
Statutory audit 86 84
Audit related reporting 9 9
Audit fees 95 93
Further assurance services:
Convertible bond review 14 –
Combined code review 5 –
Vendor due diligence – aborted disposal of Greens – 35
19 35
Tax services:
HMCE duty case 35 63
Non-audit fees 54 98
Both the audit fees and non-audit fees payable to Ernst & Young are reviewed by the Audit Committee to ensure they are cost effective and
that their independence is maintained. It has been beneficial to use Ernst & Young for due diligence work relating to acquisitions and
disposals due to their expertise and knowledge of the De Vere Group.
Fees to other major firms of accountants for non-audit services amounted to £530,000 (2002: £400,000).
2003 2002
£000 £000
Analysis of depreciation charge:
De Vere 12,678 13,119
Village 5,603 5,869
Greens 4,587 3,459
G&J Greenall 693 739
23,561 23,186
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 33 3. Employee costs
2003 2002
Particulars of employee costs including those of Directors: £000 £000
Wages and salaries 89,929 84,700
Social security costs 6,763 6,108
Pension costs – Group Pension Scheme 1,012 1,011
– Money Purchase Scheme 762 391
98,466 92,210
Details of Directors’ emoluments are included in the Report on Directors’ Remuneration on pages 19 to 23.
The average number of persons
employed by the Group was as follows: 2003 2002
De Vere 4,049 4,005
Village 2,040 1,949
Greens 731 613
G&J Greenall 92 92
6,912 6,659
4. Exceptional items
2003 2002
£000 £000
Operating exceptional items:
De Vere Hotels and Leisure – VAT on golf and leisure subscription income (1997-1999) (7,268) –
– Ryder Cup compensation for committed income – 300
(7,268) 300
Non-operating exceptional items:
Surplus on disposal of properties 606 508
Exceptional interest charge:
Interest on golf and leisure VAT assessment (2,255) –
For the period from April 1997 to December 1999, a De Vere Group subsidiary company treated its golf and leisure subscription revenues as
exempt from VAT. HM Customs & Excise contended that this income should be liable to VAT at the standard rate and in July 2000 raised a
VAT assessment.
Following a VAT tribunal hearing in December 2002, an adverse judgement was received in April 2003. The Board has subsequently agreed to
settle the liability which equates to VAT and costs of £7,268,000 and interest of £2,255,000. In addition a deferred tax credit of £1,998,000
has been recognised in respect of this item resulting in a net charge to the profit and loss account of £7,525,000. This issue was previously
disclosed as a contingent liability in the notes to the Group accounts for the year ending 29 September 2002.
The operating exceptional item in 2002 of £300,000 is the compensation in respect of committed income not received due to the
postponement of the Ryder Cup until September 2002 following the events of 11 September 2001.
Of the current year operating exceptional items £nil was paid in the year (2002: £300,000 was received in the year).
34 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued 5. Investment income
2003 2002
£000 £000
Bank and other interest 49 213
6. Interest payable
2003 2002
£000 £000
Bank overdrafts and loans 72 144
Debentures, bonds and other loans 11,826 11,364
Finance lease charges 3,024 3,119
Amortisation of debt issue costs 246 243
Interest capitalised at 4.8% (2002: 5.1%) (189) (525)
14,979 14,345
Interest on exceptional item relating to the golf and leisure VAT assessment 2,255 –
17,234 14,345
7. Taxation on profit on ordinary activities
2003 2002
(i) Analysis of tax charge/(credit) £000 £000
UK Corporation tax:
– pre-exceptional items – –
– adjustments in respect of prior years (12,229) –
– ACT previously written-off (5,060) –
– other operating exceptional items – 90
(17,289) 90
Overseas tax 335 382
Total current tax (16,954) 472
Deferred tax* 22,095 11,003
5,141 11,475
* The 2003 deferred tax charge includes a £1,998,000 credit in respect of exceptional charges relating to the golf and leisure VAT appeal and a prior year 
adjustment of £12,516,000.
During the year the Group has recognised the recovery of Advance Corporation Tax previously written-off of £5,060,000. This has been
disclosed as an exceptional credit within the tax charge.
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 35 7. Taxation on profit on ordinary activities (continued)
2003 2002
(ii) Reconciliation of tax charge £000 £000
Profit on ordinary activities before taxation 30,819 38,532
Notional tax charge at UK Corporation tax rate of 30% (2002: 30%) 9,246 11,560
Expenses not deductible for tax purposes 818 1,073
Deduction for items charged in prior years (3,573) (3,161)
Capital allowances in excess of depreciation (6,985) (6,436)
Differences in overseas tax rates (327) (299)
Increase/(utilisation) of tax losses 1,360 (1,933)
Capital gains not attracting tax (191) (152)
Adjustment to the tax charge in respect of previous periods (12,229) –
Recovery of Advance Corporation Tax previously written-off (5,060) –
Other items (13) (180)
(16,954) 472
Deferred tax is calculated at the rates at which it is estimated the tax will arise. The deferred tax provision has not been discounted.
(iii) Factors that may affect future tax charges
The Group does not expect to pay any UK Corporation tax for the next two years as a result of the availability of tax losses carried forward and
accelerated capital allowances on its ongoing capital expenditure programme.
As a result of deferred and overseas tax, the Group expects its tax charge for the foreseeable future to remain at an effective rate close to the
UK Corporation tax rate of 30%.
Deferred tax assets have not been recognised where the likelihood of realisation fails to meet the ‘more likely than not’ criterion. No provision
has been made for deferred tax on gains recognised on revaluing property or on the sale of properties where potentially taxable gains have
been rolled over into replacement assets. At the year-end, the total unprovided deferred tax on assets if sold at book value would be 
£58 million (2002: £75 million) and gains rolled over into replacement assets £nil (2002: £nil). Such tax would only become payable if the
properties were sold without it being possible to claim rollover relief and if expenditure on replacement assets was less than anticipated.
However, it is not expected that any capital gain will be crystallised in the foreseeable future.
8. Dividends
2003 2002
£000 £000
Ordinary shares:
Interim paid on 4 July 2003 at 4.00 pence (2002: 3.95 pence) per share 4,489 4,429
Final proposed to be paid on 27 February 2004 to members
on the Register on 30 January 2004 at 7.70 pence (2002: 7.35 pence) per share 8,762 8,250
13,251 12,679
The provisional ex-dividend date for the Ordinary shares is 28 January 2004.
36 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued 9. Earnings per share
Basic earnings per share is calculated with reference to the earnings attributable to Ordinary shareholders of £25,678,000 (2002:
£27,057,000) and the weighted average number of Ordinary shares in issue during the year of 112,402,000 (2002: 111,830,000).
Diluted earnings per share is basic earnings per share adjusted for all dilutive share options and the effect of the conversion into fully paid
Ordinary shares of all Convertible subordinated bonds for 2002. Diluted earnings for the year were £31,038,000 (2002: £32,417,000) and 
the weighted average number of Ordinary shares was 136,333,000 (2002: 135,705,000).
Adjusted earnings per share figures are disclosed based on the elimination from earnings of exceptional items.
2003 2002
Earnings per share Note pence pence
Basic:
Earnings per Ordinary share of 22 
2
/
9
pence 22.84 24.19
Exceptional items net of taxation 4/7 1.66 (0.64)
Adjusted basic earnings per share 24.50 23.55
Diluted:
Earnings per Ordinary share of 22 
2
/
9
pence 22.77 23.89
Exceptional items net of taxation 4/7 1.36 (0.53)
Adjusted diluted earnings per share 24.13 23.36
10. Tangible fixed assets
2003 2002
Group £000 £000
Properties:
Hotels and health & fitness properties 716,784 698,578
Other properties 7,385 8,368
724,169 706,946
Comprising:
Freehold 565,961 552,725
Long leasehold 107,543 103,645
Short leasehold 50,665 50,576
Fixtures and fittings 134,945 141,527
Net book values 859,114 848,473
Historical cost of properties
Cost 634,004 613,669
Depreciation based on cost (8,246) (5,614)
Historical net book amounts 625,758 608,055
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 37 10. Tangible fixed assets (continued)
Hotels and
health & fitness Other Fixtures
properties properties and fittings Total
Group £000 £000 £000 £000
Gross amounts
At 29 September 2002 704,102 9,178 193,686 906,966
Additions during year 20,704 – 14,429 35,133
Reclassification 371 (371) – –
Fully depreciated assets – – (15,712) (15,712)
Disposals – (609) (1,049) (1,658)
At 28 September 2003 725,177 8,198 191,354 924,729
At cost 211,176 8,198 191,354 410,728
At valuation 1999 514,001 – – 514,001
725,177 8,198 191,354 924,729
Aggregate depreciation
At 29 September 2002 5,524 810 52,159 58,493
Charge for the year 2,869 28 20,664 23,561
Fully depreciated assets – – (15,712) (15,712)
Depreciation eliminated on disposal – (25) (702) (727)
At 28 September 2003 8,393 813 56,409 65,615
Net book values at 28 September 2003 716,784 7,385 134,945 859,114
Net book values at 29 September 2002 698,578 8,368 141,527 848,473
The net book value of tangible fixed assets includes an amount of £53,005,000 (2002: £54,198,000) in respect of assets held under 
finance leases.
The aggregate amount of capitalised interest included in fixed assets is £6,211,000 (2002: £6,514,000).
Included above are assets under construction amounting to £10,053,000 (2002: £6,050,000). These assets are not depreciated until 
ready for use.
38 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued 10. Tangible fixed assets (continued)
2003 2002
Company £000 £000
Properties:
Freehold 7,347 7,805
Long leasehold – 372
Short leasehold 38 38
7,385 8,215
Fixtures and fittings 3,913 3,497
Net book values 11,298 11,712
Fixtures
Properties and fittings Total
Company £000 £000 £000
Gross amounts
At 29 September 2002 9,025 6,771 15,796
Additions during year – 1,081 1,081
Fully depreciated assets – (384) (384)
Transfers to group companies (218) – (218)
Disposals (609) – (609)
At 28 September 2003 8,198 7,468 15,666
Aggregate depreciation
At 29 September 2002 810 3,274 4,084
Charge for the year 28 665 693
Fully depreciated assets – (384) (384)
Depreciation eliminated on disposal (25) – (25)
At 28 September 2003 813 3,555 4,368
Net book values at 28 September 2003 7,385 3,913 11,298
Net book values at 29 September 2002 8,215 3,497 11,712
There were no assets held under finance leases and no capitalised interest included within fixed assets in either the current or prior year.
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 39 11. Investments
Loans Listed Unlisted Total
Group £000 £000 £000 £000
At cost
At 29 September 2002 1,000 1,337 5,654 7,991
Additions –– 2,718 2,718
Share of retained profit of joint ventures – – 578 578
At 28 September 2003 1,000 1,337 8,950 11,287
Provisions
At 29 September 2002 and 28 September 2003 – 1,187 – 1,187
Net book values at 28 September 2003 1,000 150 8,950 10,100
Net book values at 29 September 2002 1,000 150 5,654 6,804
2003 2002
Company £000 £000
Subsidiary undertakings 353,870 340,721
Other investments 4,916 4,916
358,786 345,637
Subsidiary undertakings £000
At cost
At 29 September 2002 340,721
Additions 13,149
At 28 September 2003 353,870
Provisions
At 29 September 2002 and 28 September 2003 –
Net book values at 28 September 2003 353,870
Net book values at 29 September 2002 340,721
The additions in the year reflect the increase in value of an intra-group convertible bond issued by a subsidiary undertaking.
40 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued 11. Investments (continued)
Joint
Listed ventures Total
Company £000 £000 £000
At cost
At 29 September 2002 and 28 September 2003 1,337 4,766 6,103
Provisions
At 29 September 2002 and 28 September 2003 1,187 – 1,187
Net book values
At 29 September 2002 and 28 September 2003 150 4,766 4,916
All investments are in companies incorporated in England and Wales. Listed investments are listed on The Alternative Investment Market (AIM).
The fair value of investments at 28 September 2003 was £10,236,000 (Group) (2002: £6,994,000) and £5,052,000 (Company) (2002:
£5,106,000). Listed investments include a 16% holding in the Ordinary shares of Paramount plc. The market value of listed investments at 
28 September 2003 was £286,000 (2002: £324,000).
Joint venture investments in the Company relate, principally, to a 50% interest in Daresbury Park Developments Limited, the company
developing the Group’s land interests near its head office. In the Group, joint venture investments also include the interest in a joint venture
company, Bolton Whites Hotel Limited. On 24 June 2003, the Group increased its interest in Bolton Whites Hotel Limited from 20% to 50%
for consideration of £2,718,000. The Group’s share of gross assets and liabilities in joint ventures is as follows:
2003 2002
£000 £000
Share of gross assets 12,272 9,814
Share of gross liabilities (6,228) (4,910)
Preference share capital held 2,906 750
Group’s total interest 8,950 5,654
Daresbury Park Developments Limited prepares accounts to 31 December for each financial year. Bolton Whites Hotels Limited prepares
accounts up to 30 June for each financial year.
The market value of other investments, as adjusted by provisions, is not materially different from book value.
Subsidiary undertakings
The principal subsidiary undertakings in which the Company holds 100% of the issued share capital are set out below. All subsidiary
undertakings are registered in England and Wales and operate principally in the United Kingdom.
Subsidiary company Main activity
De Vere Hotels & Leisure Limited* Hoteliers and leisure club operators 
De Vere Golf & Leisure Limited* Golf course and leisure club operators
* Indirect holding
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 41 12. Stocks
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Raw materials 1,732 1,781 1,732 1,781
Finished goods 5,052 4,371 1,535 1,154
Consumable stores 2,251 2,181 91 87
Resort ownership stocks 5,261 5,745 – –
14,296 14,078 3,358 3,022
The difference between purchase price and production cost of stocks and their replacement cost is not material.
13. Debtors
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Due within one year:
Trade debtors 13,088 15,122 3,919 4,518
Loans to employees 15 18 15 –
Other debtors 4,521 5,719 721 1,148
Due from subsidiary undertakings – – 27,586 15,664
Due from joint ventures (see Note 27) 1,543 1,850 – –
Prepayments and accrued income 4,318 6,828 – 3,136
Corporation tax 19,144 1,717 16,631 9,502
Value Added Tax – – 801 1,374
42,629 31,254 49,673 35,342
Due after more than one year:
Due from subsidiary undertakings – – 963,185 743,092
Deferred tax asset – – 4,980 27,340
Other debtors 9,143 8,415 – –
9,143 8,415 968,165 770,432
42 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued 14. Creditors: amounts falling due within one year
Group Company
2003 2002 2003 2002
Note £000 £000 £000 £000
Short term loans repayable on demand 15 6,899 8,063 6,899 8,063
7% Convertible subordinated bonds 2003 15 – 109,673 – 109,673
Bank overdrafts 3,036 875 7,757 2
Net obligations under finance leases 73 168 – –
Trade creditors 23,155 23,642 5,409 3,490
Due to subsidiary undertakings – – 2,178 13,186
Value Added Tax 4,131 5,643 – –
Social security and PAYE 1,837 1,498 148 170
Other creditors 29,425 29,495 8,102 29,499
Accruals and deferred income 22,157 25,605 5,581 5,414
Proposed dividend 8,762 8,250 8,762 8,250
99,475 212,912 44,836 177,747
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 43 15. Creditors: amounts falling due after more than one year 
Group Company
2003 2002 2003 2002
Note £000 £000 £000 £000
Debentures and loan stock
7.0% Convertible subordinated bonds 2003 (i) 14 – 109,673 – 109,673
$100m 6.4% Guaranteed senior loan notes (ii) 63,108 – 63,108 –
Loan notes (iii) 4,804 5,504 4,804 5,504
Unsecured loan stocks 2002 – 2013 (floating rate) 2,095 2,559 2,095 2,559
70,007 117,736 70,007 117,736
Unsecured bank loans – revolving credit facility (iv) 99,296 54,068 99,296 54,068
Hotel finance lease obligations (v) 51,456 60,519 – –
Other finance leases – 226 – –
220,759 232,549 169,303 171,804
Less current instalments and amounts
repayable on demand or within one year 14 (6,899) (117,736) (6,899) (117,736)
Total borrowings falling due after more than one year 213,860 114,813 162,404 54,068
Other creditors – 2,500 – 2,500
Due to subsidiary undertakings (vi) – – 722,140 462,633
Total creditors falling due after more
than one year 213,860 117,313 884,544 519,201
Maturity Schedule
By instalments:
Due in more than one but not more that two years – 2,500 – 2,500
Other than by instalments:
Due in more than ten years 51,456 60,519 722,140 462,633
Due in more than five but not more than ten years 63,108 – 63,108 –
Due in more than two but not more than five years 99,296 54,294 99,296 54,068
Due in more than one but not more than two years – – – –
213,860 117,313 884,544 519,201
(i) The 7% Convertible subordinated bonds 2003 were redeemed at their outstanding principal amount on 24 September 2003. Details of the
conversions into 22 
2
/
9
pence Ordinary shares prior to redemption are disclosed in Note 19.
(ii) On 18 December 2002 US $100 million of ten year 6.4% Guaranteed senior loan notes were issued by the Company. The principal and
interest payable on these loan notes have been hedged into sterling for their full term. Sterling interest on the US $100 million was initially
payable at a floating rate linked to LIBOR until September 2003 and then at a fixed rate of 7.15% thereafter.
(iii)The annual rate of interest on these loan notes is 1% below LIBOR. The loan notes are redeemable at par by holders on any interest
payment date on 30 days notice. If at any time the amount of outstanding loan notes is less than £5 million, the Company may redeem
the outstanding balance on 30 days notice. Otherwise the loan notes will be repaid in full on 10 April 2005.
(iv)Unsecured bank loans represent funds drawn down under the Company’s current revolving credit facility of £175 million. At the year-end
£75 million of the facility remains undrawn (2002: £120 million), the facility expires in October 2006. In addition, the Group has a bank
overdraft facility of £25 million (2002: £25 million) which remained undrawn at both year-ends; this facility is reviewed by the bank on an
annual basis.
(v) The hotel finance lease obligations mature between 31 December 2022 and 23 August 2024.
(vi)The amounts due from the Company to subsidiary undertakings are a mixture of interest bearing and non-interest bearing loans.
The carrying value of debt at 28 September 2003 secured on fixed assets was £51,529,000 (2002: £60,913,000).
44 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued 15. Creditors: amounts falling due after more than one year (continued)
Interest rate management
An explanation of the Group’s objectives, policies and strategies for the role of derivatives and other financial instruments in creating and
changing the risks of the Group in its activities can be found on page 12.
Weighted average interest rates applicable to fixed rate and floating rate borrowings and assets were as follows:
2003 2002
£000 % £000 %
Borrowings – fixed rate* 103,181 6.2 140,067 6.8
Borrowings – floating rate 120,687 4.5 93,525 6.4
Long-term debtors – fixed rate (9,143) 5.2 (8,415) 6.2
Cash at bank and in hand – floating rate (1,387) 2.5 (5,460) 3.0
213,338 5.5 219,717 6.7
* The weighted average period for the fixed rate debt is 7.2 years (2002: 1.4 years).
Fixed rate borrowings comprise £63,108,000 of US $100 million Guaranteed senior loan notes and two £20 million interest rate swaps fixing
the interest rate at 5.31% and 3.90% on an element of the Group’s floating rate borrowings. The amount of available borrowing facilities at
year-end is disclosed in the Financial Review on page 12, which also includes an assessment of the estimated impact of a change in interest
rates on the Group’s results. The weighted average period of long-term debtors is 5.7 years (2002: 7.4 years).
The interest rate applicable to floating rate debt is determined by reference to LIBOR or Base Rate. All financial assets and liabilities are
denominated in sterling, except for the US $100 million Guaranteed senior loan notes for which all cash flows have been hedged into sterling.
Financial instruments
Set out below is a year-end comparison of current and book values of the Group’s financial instruments by category. Short-term debtors and
creditors have been excluded as permitted by FRS 13. Where available, market values have been used to determine fair values. Where market
values are not available, fair values have been calculated for interest swap contracts using appropriate pricing models.
2003 2003 2002 2002
Book value Fair value Book value Fair value
£000 £000 £000 £000
Investments (10,100) (10,236) (6,804) (6,994)
Cash at bank and in hand (at floating rate based on LIBOR) (1,387) (1,387) (5,460) (5,460)
Short term loans, bank overdrafts, and finance leases 10,008 10,008 118,779 119,465
Long term borrowings 213,860 211,711 114,813 115,745
Long term debtors – interest bearing (up to 10 years) (9,143) (9,143) (8,415) (8,415)
Other long-term creditors – non-interest bearing –– 2,500 2,500
Interest rate contracts – positive fair values – (551) ––
– negative fair values
†
– 4,454 – 1,210
† The unrecognised losses on the interest rate contracts disclosed in the table above will be recognised over 8.6 years (2002: 7.5 years).
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 45 16. Provisions for liabilities and charges
Deferred
tax Property Total
£000 £000 £000
Group
At 29 September 2002 12,262 9,392 21,654
Utilised during the year – (852) (852)
Created during the year 22,095 – 22,095
At 28 September 2003 34,357 8,540 42,897
Company
At 29 September 2002 – 4,418 4,418
Utilised during the year – (87) (87)
At 28 September 2003 – 4,331 4,331
The property provision represents rents payable and allowance for dilapidations on vacant leasehold properties. The majority of the property
provision remaining at 28 September 2003 are expected to be utilised over the next six years.
An analysis of the provision for deferred tax is given in Note 18.
17. Pensions
a) Pensions 
The Group operates a contracted-out defined benefit scheme, The Greenalls Group Pension & Life Assurance Scheme (the Scheme), the assets
of which are held in a separate trustee administered fund. The Scheme is now closed to new members. Contributions are paid into the
Scheme in accordance with the recommendations of an independent actuary on the basis of triennial valuations.
The latest formal triennial actuarial valuation was carried out on 5 April 2003 and a formal report from the actuary will be submitted to the
pension scheme trustees in December 2003. The previous valuation was carried out on 5 April 2000 and this disclosed that the value of the
Scheme’s assets totalled £203 million at market value, which represented 79% of the benefits that had accrued to members after allowing for
expected future increases in earnings. The liabilities were valued on a market-related projected unit basis. Under this basis the current service
cost will increase as the members of the Scheme approach retirement.
Following the disposal of the Pubs & Restaurants business, in December 1999, and based on subsequent advice from the Group’s actuaries, the
Group undertook to improve the funding level of the Scheme by contributing an additional £40 million to the Scheme payable over a four year
period. As the additional contribution requirement arose from the significant reduction in Scheme membership a liability was recorded
immediately. At the year-end £37.5 million had been contributed, with the final payment of £2.5 million being due on 1 November 2003.
The Group also operates a defined contribution Group Personal Pension Plan for employees in which liabilities are restricted to the level of
contributions paid into the Scheme.
The assumptions, which have had the most significant effect on the funding of the Scheme, are set out in the following table:
%
Price inflation 3.00
Pension increases (non-guaranteed minimum pension) 3.00
Return on investments (net of investment costs and expenses) 5.75
Increase in pensionable earnings 4.75
46 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued 17. Pensions (continued)
b) Pensions – FRS 17 Retirement Benefits 
The valuation used for FRS 17 disclosures has been based on data being used for the 5 April 2003 valuation and updated by Watson Wyatt
LLP to take account of the requirements of FRS 17 in order to assess the liabilities of the Scheme at 28 September 2003. Scheme assets are
stated at their market value at 28 September 2003. The following assumptions were used to determine the value of the Scheme’s liabilities:
2003 2002
% %
Discount rate 5.50 5.60
Inflation rate 2.50 2.25
Increase to deferred benefits during deferment 2.50 2.25
Increases to pensions in payment 3.00 3.00
Salary increases 4.25 4.00
The assets in the Scheme and the expected rate of return were:
Value at Long-term rate of return
the year-end at the year-end
2003 2002 2003 2002
£m £m % %
Equities 66.9 55.6 8.3 8.0
Fixed interest gilts 63.6 63.1 4.7 4.5
Long-dated corporate bonds 69.6 66.0 5.5 5.6
Cash 8.0 6.5 4.0 3.0
Other 2.0 2.0 – –
Total market value of assets 210.1 193.2
Present value of Scheme liabilities (242.7) (242.6)
Deficit in the Scheme (32.6) (49.4)
Related deferred tax asset 9.8 14.8
Net pension liability under FRS 17 (22.8) (34.6)
Liability accrued in Group accounts
(net of deferred tax) 1.7 8.8
Deficit (21.1) (25.8)
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 47 17. Pensions (continued)
2003 2002
£m £m
Net assets
Group net assets at the year-end 580.4 562.6
Pension liability under FRS 17 excluding special contributions payable from Group (22.8) (34.6)
Payable from Group (net of deferred tax) 1.7 8.8
Deficit (21.1) (25.8)
Net assets including pension liability 559.3 536.8
Reserves
Profit and loss reserve at the year-end 177.3 164.6
Pension liability under FRS 17 excluding special contributions payable from Group (22.8) (34.6)
Payable from the Group (net of deferred tax) 1.7 8.8
Deficit (21.1) (25.8)
Profit and loss reserve 156.2 138.8
2003 2002
Analysis of the amount charged to operating profit* £m £m
Current service cost 1.1 1.1
Past service cost – –
Total charged to operating profit 1.1 1.1
Analysis of the amount charged to other finance costs*
Expected return on pension Scheme assets (11.8) (11.4)
Interest on pension Scheme liabilities 13.3 14.1
Net charge to finance costs 1.5 2.7
Analysis of the proforma amount recognised in statement 2003 2002
of total recognised gains and losses (‘STRGL’)* £m £m
Difference between the expected and actual return on assets (4.5) 11.0
Experience gains arising on the Scheme liabilities (15.6) (2.9)
Changes in assumptions underlying the present value of the Scheme liabilities 11.5 19.0
Total (gain)/loss recognised in STRGL before adjustment for tax (8.6) 27.1
* Disclosed on a proforma basis under the transitional rules of FRS 17.
48 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued 17. Pensions (continued)
Scheme
excluding
accrued Accrued Total Total
Analysis of the movement in deficit in the Scheme liability liability 2003 2002
during the year £m £m £m £m
Deficit in Scheme at start of the year (excluding deferred tax asset) (49.4) 12.5 (36.9) (7.7)
Current service cost (1.1) – (1.1) (1.1)
Contributions paid (net of special contributions) 10.8 (10.0) 0.8 1.7
Past service costs ––– –
Other financial charge (1.5) – (1.5) (2.7)
Actuarial gain/(loss) 8.6 – 8.6 (27.1)
Deficit in Scheme at end of the year (excluding deferred tax asset) (32.6) 2.5 (30.1) (36.9)
2003 2002
History of experience gains and losses £m £m
Difference between the expected and actual return on assets (4.5) 11.0
Percentage of Scheme assets at end of year 2% 6%
Experience gains arising on the Scheme liabilities (15.6) (2.9)
Percentage of Scheme liabilities at end of year 6% 2%
Total amount recognised in statement of total recognised 
(gains) and losses (8.6) 27.1
Percentage of Scheme liabilities at end of year 4% 11%
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 49 18. Deferred taxation
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Capital allowances in excess of depreciation (49,495) (49,458) (843) –
Tax losses carried forward 12,712 28,766 3,833 21,487
Deferred tax on pension provision 750 3,750 750 3,750
Other timing differences 1,676 4,680 1,240 2,103
Net deferred tax (liability)/asset (34,357) (12,262) 4,980 27,340
Group Company
Reconciliation of the movement in deferred tax 2003 2002 2003 2002
(liability)/asset during the year £000 £000 £000 £000
Net (liability)/asset at start of year (12,262) (1,259) 27,340 31,687
Deferred tax charge in the profit and
loss account for the year (Note 7) (22,095) (11,003) (22,360) (4,347)
Net (liability)/asset at end of year (34,357) (12,262) 4,980 27,340
50 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued 19. Share capital
2003 2002
Authorised £000 £000
250,534,997 Ordinary shares of 22 
2
/
9
pence each at September 2002 and 2003 55,674 55,674
2003 2002
Allotted, called up and fully paid £000 £000
113,721,514 (2002 – 112,221,822) Ordinary shares of 22 
2
/
9
pence each 25,272 24,938
During the year 870,742 Ordinary shares (2002: 627,107) were issued on the exercise of options under the De Vere Executive Share Option
Scheme at prices ranging between 284 pence and 339 pence. The total cash consideration amounted to £2,762,000.
The Company issued 106,850 (2002: 132,460) Ordinary shares at prices ranging between 237 pence and 354 pence per share under the 
De Vere Sharesave Scheme. The total cash consideration amounted to £260,000.
The Company issued 522,100 Ordinary shares (2002: 3,995) on the conversion of £2,428,000 7% Convertible subordinated bonds at a price
of 465 pence per share. The remaining 7% Convertible subordinated bonds were redeemed on 24 September 2003.
The 2001 De Vere Group Plc Executive Share Option Scheme (“The 2001 Scheme”)
As at 28 September 2003 options outstanding in respect of grants made under The 2001 Scheme were as follows:
Ordinary
shares Option
Option exercise period under option prices
Up to 8 December 2012 2,451,426 285p-360p
The number of options outstanding at 29 September 2002 was 1,483,174 at prices ranging between 291 pence and 360 pence.
The De Vere Group Plc Executive Share Option Schemes 1984 and 1995 (“Executive Scheme”)
As at 28 September 2003 options outstanding in respect of grants made under the Executive Scheme were as follows:
Ordinary
shares Option
Option exercise period under option prices
Up to 7 June 2010 1,013,573 284p-579p
The number of options outstanding at 29 September 2002 was 2,464,280 at prices ranging between 284 pence and 579 pence.
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 51 19. Share capital (continued)
The De Vere Sharesave Schemes 1981, 1995 and 2002 (“Sharesave Schemes”)
As at 28 September 2003 options outstanding in respect of grants made under the Sharesave Schemes were as follows:
Ordinary
shares Option
Option exercise period under option prices
Up to 1 September 2007 1,333,549 237p-354p
The number of options outstanding at 29 September 2002 was 1,135,111 at prices ranging between 237 pence and 469 pence.
20. Reserves
Profit
Share Revalution Other and loss
premium reserve reserve account Total
Group £000 £000 £000 £000 £000
At 29 September 2002 2,317 99,611 271,133 164,606 537,667
Premium on options exercised during the year 2,759 – – – 2,759
Premium on conversion of 7% Convertible 
subordinated bonds 2,312 – – – 2,312
Realised revaluation surplus – (240) – 240 –
Profit for the year – – – 12,427 12,427
At 28 September 2003 7,388 99,371 271,133 177,273 555,165
At 28 September 2003 the net cumulative amount of goodwill set against reserves was £52.5 million (2002: £52.5 million).
Profit
Share Other and loss
premium reserve account Total
Company £000 £000 £000 £000
At 29 September 2002 2,317 272,633 165,529 440,479
Premium on options exercised during the year 2,759 – – 2,759
Premium on conversion of 7% Convertible 
subordinated bonds 2,312 – – 2,312
Profit for the year before dividends – – 254 254
Dividends –– (13,251) (13,251)
At 28 September 2003 7,388 272,633 152,532 432,553
Comprising:
Distributable –– 152,532 152,532
Non-distributable 7,388 272,633 – 280,021
52 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued 21. Capital Commitments
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Under contracts 16,377 7,680 – 31
22. Commitments under operating leases for the next financial year
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Leases of land and buildings ending:
Within one year – – – –
Between one and five years – – – –
After five years 5,804 5,804 – –
5,804 5,804 – –
Other operating leases ending:
Within one year 350 378 23 –
Between one and five years 1,032 1,275 67 64
After five years – 133 – –
1,382 1,786 90 64
23. Contingent liabilities
The Company has guaranteed the overdrafts of certain subsidiary undertakings/joint ventures which at 28 September 2003 amounted to
£12.8 million (2002: £56.1 million). Included within this amount is £2 million (2002: £2 million) related to joint ventures.
24. Reconciliation of operating profit to net cash inflow from operating activities
2003 2002
£000 £000
Operating profit 47,398 52,156
Depreciation 23,561 23,186
Decrease in provision for liabilities (852) (1,205)
Share of retained profit of joint ventures (578) (273)
(Increase)/decrease in stocks (218) 140
Decrease/(increase) in debtors 5,008 (4,132)
Increase/(decrease) in creditors 2,792 (659)
Net cash inflow from operating activities 77,111 69,213
NOTES TO THE ACCOUNTS ANNUAL REPORT & ACCOUNTS 2003 53 25. Reconciliation of net cash flow to movement in net borrowings
2003 2002
£000 £000
(Decrease)/increase in cash (6,234) 2,966
Cash inflow/(outflow) from movement in borrowings 12,131 (19,569)
Change in net borrowings resulting from cash flows 5,897 (16,603)
Other non-cash adjustments to long-term borrowings (246) (243)
Movement in net borrowings 5,651 (16,846)
Opening net borrowings (228,132) (211,286)
Closing net borrowings (222,481) (228,132)
26. Analysis of changes in net borrowings during the year
Non cash
2003 items Cash flow 2002
£000 £000 £000 £000
Cash at bank and in hand 1,387 – (4,073) 5,460
Bank overdrafts (3,036) – (2,161) (875)
(1,649) – (6,234) 4,585
Other short-term borrowings (6,972) – 110,932 (117,904)
Long-term borrowings (213,860) (246) (98,801) (114,813)
(222,481) (246) 5,897 (228,132)
27. Transactions with related parties
The Group has made a £1 million non-interest bearing loan to Burnden Leisure plc, the fellow joint venture partner in Bolton Whites Hotel
Limited (‘BWH’) (2002: £1 million). The loan is convertible into Ordinary shares in the period up to and including 31 May 2024, at the option
of the Group. If certain conditions are satisfied it is convertible into Ordinary shares at the option of the borrower up to 31 May 2004. 
If conversion does not occur the loan is redeemable at par on 31 May 2024.
As disclosed in Note 11, on 24 June 2003 the Group increased its holding in BWH from 20% to 50% for consideration of £2,718,000. 
BWH is jointly controlled by the Group and Burnden Leisure plc, who hold the remaining 50% of the Ordinary share capital. 
The Group earned management fees of £280,000 during the year (2002: £394,000) from BWH for managing the De Vere Whites Hotel. 
At the year-end, an amount of £368,000 was due from BWH (2002: £697,000) in respect of unpaid management fees. In addition, an
amount of £846,000 was due from BWH (2002: £824,000) in respect of operating costs paid on its behalf by the Group. A further £329,000
loan to the company to finance a refurbishment of the exhibition centre was outstanding at the year-end (2002: £329,000). This loan attracts
interest at a market rate. The Group has guaranteed £2 million (2002: £2 million) of the overdraft facility of BWH.
On 5 September 2003 Mr S P Morgan, a Non-executive Director of the Company, acquired surplus land from the Company for consideration
of £147,000 and the release of a restrictive covenant affecting Northop Golf Club. The valuation of the land was undertaken by the
independent Chartered Surveyors Denton Clarke & Co and the transaction was completed ‘at arms length’.
54 DE VERE GROUP PLC NOTES TO THE ACCOUNTS
Notes to the Accounts
continued Analysis of Ordinary shareholders
as at 28 September 2003
Number of Shares
Range Shareholders % held %
1 – 500 10,493 67.15 2,010,566 1.77
501 – 1,000 2,389 15.29 1,733,941 1.52
1,001 – 5,000 2,204 14.10 4,425,920 3.89
5,001 – 10,000 200 1.28 1,405,007 1.24
10,001 – 25,000 118 0.76 1,841,547 1.62
25,001 – 50,000 63 0.40 2,204,738 1.94
50,001 – 100,000 42 0.27 2,958,969 2.60
100,001 – 150,000 12 0.08 1,493,064 1.31
150,001 – 500,000 56 0.35 14,841,267 13.05
500,001 – 1,000,000 21 0.13 14,681,638 12.91
1,000,001 – and over 29 0.19 66,124,857 58.15
15,627 100.00 113,721,514 100.00
Shareholder enquiries/change of address
For enquiries relating to holdings of shares of the Company such as the loss of a share certificate, dividend payments, or to notify a change 
of address, shareholders should write to the Company’s registrars: Capita Registrars, Northern House, Woodsome Park, Fenay Bridge,
Huddersfield, HD8 0LA. Telephone 0870 162 3131, www.capitaregistrars.com.
Payment of dividends to mandated accounts
Shareholders who do not currently have their dividends paid directly to a bank or building society account and who wish to do so should
complete a mandate instruction form obtainable from the Company’s registrars, as above. Tax vouchers are sent to the shareholder’s
registered address under this arrangement unless requested otherwise.
Low cost stock and share dealing service
Cazenove & Co., the Company’s stockbrokers, operate a low cost stock and share dealing service for Ordinary shares in De Vere Group Plc.
This provides not only for the sale of stocks and shares at a basic commission of 1% with a £10 minimum charge, but also for purchases of
Ordinary shares. Further information is available from Cazenove & Co., 12 Tokenhouse Yard, London EC2R 7AN. Telephone 020 7606 1768.
Crest: Stock Market settlement system
The computerised system for settling sales and purchases of shares, CREST, became operational for the Company’s Ordinary shares in October
1996. It is a voluntary system that enables shareholders, if they wish, to hold and transfer their shareholdings electronically rather than by
paper. Shareholders who wish to retain their certificates are also able to do so.
Electronic communication with shareholders
Following recent Government legislation, we now offer our shareholders the option to receive electronic versions of shareholder
communications including the annual and interim reports. Information regarding this service can be downloaded directly from the corporate
website, www.deveregroupplc.co.uk.
SHAREHOLDER INFORMATION ANNUAL REPORT & ACCOUNTS 2003 55
Shareholder Information Company Secretary and 
Registered Office:
Company Secretary
Mr David Charles Edwards LL.B
Registered Office
2100 Daresbury Park
Daresbury
Warrington, WA4 4BP
Registered in England No. 14504C
Tel: 01928 712111
www.deveregroupplc.co.uk
Registrars and Transfers Office
for Shareholders, debenture and loan
stockholders
Capita Registrars 
Northern House, Woodsome Park
Fenay Bridge
Huddersfield, HD8 0LA
Tel: 0870 162 3131
www.capitaregistrars.com
Principal Paying and Conversion 
Agent and Registrar
for registered bondholders
The Chase Manhattan Bank N.A.
Trinity Tower
9 Thomas More Street
London, E1 9YT
Paying and Conversion Agent
for bearer bondholders
Chase Manhattan Bank Luxembourg SA
5 Rue Plaetis
L-2338, Luxembourg Grund
Agents for 6.4% $100 million 
Guaranteed senior loan notes
December 2012
Prudential Insurance Company of America
141 Wardour Street
London, W1F 0UT
Advisers to De Vere Group Plc:
Stockbrokers
Cazenove & Co
12 Tokenhouse Yard
London, EC2R 7AN
Tel: 020 7606 1768
Credit Suisse First Boston de Zoete & 
Bevan Limited
20 Columbus Courtyard
London, E14 4DA 
Financial advisers
Close Brothers Corporate Finance
10 Crowne Place
Clifton Street
London, EC2A 4FT
Principal bankers
National Westminster Bank plc
23 Sankey Street
Warrington, WA1 1XH
Auditors
Ernst & Young LLP
100 Barbirolli Square
Manchester, M2 3EY
Solicitors
Freshfields Bruckhaus Deringer
65 Fleet Street
London, EC4Y 1HS
Financial calendar
Annual General Meeting 20 February 2004
Payment of Final Dividend 27 February 2004
Announcement of Interim Results May 2004
Payment of Interim Dividend July 2004
Preliminary Announcement of Annual Results December 2004
56 DE VERE GROUP PLC  ADVISERS TO DE VERE GROUP PLC
Advisers to De Vere Group Plc
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PROPERTY LOCATIONS ANNUAL REPORT & ACCOUNTS 2003 57
Property Locations
De Vere Hotels:
1. De Vere Cameron House
Loch Lomond
2. De Vere Slaley Hall
Nr. Newcastle Upon Tyne
3. De Vere Oulton Hall
Leeds
4. De Vere Herons’ Reach
Blackpool
5. De Vere Whites
Bolton
6. De Vere Daresbury Park
Warrington, Cheshire
7. De Vere Mottram Hall
Prestbury, Manchester
8. De Vere St. David’s Park
Ewloe, Nr. Chester
9. De Vere Carden Park
Nr. Chester
10. The De Vere Belfry
North Warwickshire
11. De Vere Belton Woods
Grantham, Lincolnshire
12. De Vere Dunston Hall
Norwich
13. De Vere University Arms
Cambridge
14. De Vere Swindon
15. De Vere Bellhouse
Beaconsfield, Nr. Windsor
16. De Vere Cavendish St. James’s
London
17. The De Vere Grand, Brighton
18. De Vere Grand Harbour
Southampton
19. De Vere Royal Bath
Bournemouth
20. De Vere Dormy
Nr. Bournemouth
21. De Vere Grand, Jersey
St. Helier
De Vere Associate Hotels:
1. Lakeside Hotel
Newby Bridge
2. The Vale, Golf & Country Club
Vale of Glamorgan
3. Down Hall Country House Hotel 
Hatfield Heath, Bishop’s Stortford
4. Sopwell House
St Albans
5. Flemings Mayfair
London
6. Five Lakes Hotel, Golf, Country 
Club & Spa, Maldon
7. Hastings Slieve Donard Hotel
Newcastle, County Down
8. Hastings Culloden Hotel
Holywood, Belfast
9. Hastings Ballygally Castle Hotel  
Ballygally, County Antrim
10. Hastings Stormont Hotel
Belfast
11. Hastings Everglades Hotel
Londonderry
12. Hastings Europa Hotel
Belfast
Village Hotels & Leisure Clubs:
1. Village Leeds
2. Village Bury
3. Village Prestwich
4. Village East Manchester
5. Village Cheadle
6. Village Warrington
7. Village Bromborough
8. Village Liverpool
9. Village Nottingham
10. Village Dudley
11. Village Coventry
12. Village Cardiff
13. Village Swindon
14. Village Newcastle
Greens Health & Fitness:
1. Greens Cambridge
2. Greens Croydon
3. Greens Birmingham
4. Greens Wakefield
5. Greens Sheffield
6. Greens Stoke-on-Trent
7. Greens Liverpool
8. Greens Norwich
9. Greens Glasgow
10. Greens Edinburgh 
11. Greens Chingford
12. Greens Gosforth
13. Greens Shipley
14. Greens Leicester
15. Greens Glasgow Giffnock 2100 Daresbury Park, Warrington, Cheshire, WA4 4BP
www.deveregroupplc.co.uk