Mentmore plc
Park House
14 Pepys Road
London SW20 8NH
T 020 8946 3159
E investorrelations@mentmore.plc.uk
enquiries@mentmore.plc.uk
W www.mentmore.plc.uk Mentmore plc Annual Report 2003
Mentmore plc Annual Report 2003 Mentmore plc, Park House, 14 Pepys Road, London SW20 8NH Company number 307397
Designed by RC:D London Limited Produced by RC:D/Creative Consortium Photography Graeme Harris Printed by SV.two
Contents
01 Financial highlights
02 Chairman’s statement
04 Chief executive’s statement
06 Operating review
16 Financial review
19 Board of directors
20 Directors’ remuneration report
26 Corporate governance
28 Directors’ report
30 Statement of directors’  
responsibilities
31 Independent auditors’ report
32 Group profit and loss account
33 Balance sheets
34 Group cash flow statement
34 Reconciliation of net cash flow
to movement in net debt
35 Statement of total recognised
gains and losses
35 Reconciliation of movements
in shareholders’ funds
36 Accounting policies
38 Notes to the financial statements
57 Five year financial summary
58 Advisers
Personal storage
The group has 53 centres
providing self-managed
storage units for personal
customers and small and
medium-sized businesses
on flexible terms.
Records management
A partnership with Iron
Mountain Incorporated,
providing records and data
management services
across Europe.
Serviced business space
The group has 225
serviced business space
centres offering trading
or office space on flexible
terms to businesses 
of all kinds. Mentmore plc Annual Report 2003 1
Corporate statement and financial highlights
We aim to be the leading space management company providing
individuals and industry with specialised storage, space and item
management where customer service and access are critical.
• Total operating profit before property disposals, goodwill
amortisation and exceptionals was £31.1 million
– Personal storage increased 5.6% to £8.0 million
– Records management increased 57.0% to £5.6 million
– Serviced business space reduced 3.7% to £17.5 million
• Net debt of £206.3 million giving gearing of 130% (2002: 71%) 
(1)
Earnings before interest, taxes, depreciation, amortisation and property profits
EBITDA
(1)
£39.1m up11.3%
Profit before tax
£18.7m down5.7%
Earnings per share
6.75p down10.2%
Before goodwill amortisation and exceptionals Overview
The year has seen a major change in the group’s
strategic direction, with the announcement in
December 2002 that the group planned to focus on
its personal storage and records management
operations and to sell its serviced business space
division (“SBS”). 
We are pleased to announce that we have
conditionally agreed to sell SBS to Ashtenne
Holdings plc for a consideration of £189.0 million.
The sale is conditional on shareholder approval and
this is the subject of a circular to shareholders issued
today.  
The SBS disposal gives rise to provisions for
impairment and exceptional costs which, before tax,
amount to £61.7 million and lead to the company
having a deficit on its distributable reserves.
We are therefore also asking for shareholder approval
for a capital reorganisation as a part of our strategy
to optimise the group’s capital structure, including
the resumption of the payment of dividends and an
intention to return cash to shareholders when
appropriate. 
Your Board strongly recommend that you vote in
favour of both resolutions. 
Group turnover from continuing operations increased
by 9.1% to £82.1 million (2002: £75.3 million) and
profit on ordinary activities before interest, goodwill
amortisation and exceptionals increased by 5.7% to
£31.1 million (2002: £29.4 million). 
Martin Nye joined us as group chief executive in mid
January and is making a major contribution to the
group. His priority has been to develop the group’s
future strategy; details of our plans are included in 
his report.
Strategic developments
Our review of the group’s strategic options concluded
that notwithstanding significant investment in SBS
over a number of years, returns would not meet
those originally anticipated and that the group should
focus on its personal storage and records
management operations; these offer stronger market
positions and higher future returns than SBS. Your
Board, therefore, decided to take advantage of
beneficial market conditions for industrial properties
of the type comprising SBS by disposing of the
division.
We have taken an important first step in
implementing our strategy by entering into a
conditional agreement to sell the SBS business. 
The sale process has been comprehensive and your
Board believes that this transaction optimises value
for shareholders. The net cash proceeds of the
disposal will immediately be used to reduce the
group’s debt.
There will be a loss to the group on the disposal of
£61.7 million, primarily as a result of the write-off of
goodwill arising on the acquisition of Birkby plc in
1999. The company will have a deficit on its
distributable reserves of £28.5 million. Your Board
therefore today announces a capital reorganisation,
which, subject to certain approvals, will eliminate this
deficit, enabling dividend payments and a return of
capital to shareholders when appropriate.
Following the sale of SBS, the significance of Iron
Mountain Europe (“IME”), our joint venture records
management company, within the group will increase.
We have started discussions with Iron Mountain
Incorporated as to how we best recognise the value
of our investment in IME. We are discussing many
options and there is a commitment from both parties
to finding a solution that benefits all. The discussions
will continue over the coming months but we are
more concerned with finding the right solution rather
than a quick solution.
2 Mentmore plc Annual Report 2003
Chairman’s statement
Nick Smith 
Chairman Trading
Results for the year are overshadowed by pre tax
exceptional costs of £66.4 million of which £65.5
million relates to losses arising as a result of the
disposal.
Group turnover from continuing operations increased
by 9.1% to £82.1 million (2002: £75.3 million) and
profit on ordinary activities before interest, goodwill
amortisation and exceptionals grew by 5.7% to 
£31.1 million (2002: £29.4 million). EBITDA before
exceptional costs increased by 11.3% to 
£39.4 million (2002: £35.4 million).
Against a difficult economic and competitive
environment personal storage operating profit before
goodwill amortisation increased 5.6% to £8.0 million
(2002: £7.6 million). This was a result of market
pressures, to which we were slow to react. We are
addressing the issues of management in this division
and expect to see improvements over coming
periods.
The group’s share of the operating profit before
goodwill amortisation of IME grew by 57.0% to 
£5.6 million (2002: £3.5 million) and EBITDA by
49.8% to £7.7 million (2002: £5.1 million). These
results demonstrate the strength of this business 
and the fact that our investments in management,
systems and infrastructure are now paying off.
Serviced business space operating profits before
goodwill amortisation declined 3.7% to £17.5 million
(2002: £18.2 million).
Capital reorganisation and dividend
There will be no final dividend this year as the
company does not have sufficient distributable
reserves. If shareholders support the capital
reorganisation proposals, we shall seek the required
approval from the High Court. Assuming all consents
are received, this will put us in to a position from
which we shall be able to return funds to
shareholders when appropriate.
It would be our intention to resume dividend
payments and to pay a special one-off interim
dividend of 0.89p per ordinary share in lieu of this
year’s final dividend as soon as the requisite
approvals for the capital reorganisation are obtained.
The capital reorganisation will also allow the
company to initiate a programme of returning cash to
shareholders. 
Amended banking arrangements have been
negotiated for the continuing group which will
support general working capital requirements and
growth. This may involve proceeds being used to
fund organic growth and if the directors consider
such investments appropriate, acquisitions within the
personal storage and records management sectors.
In addition, at the annual general meeting, the
company intends to seek an authority from
shareholders for the power to purchase up to 10% of
its own ordinary shares for subsequent cancellation.
The directors will only use this authority if, in the light
of market conditions prevailing at the time, they
believe that the effect of any purchase would be to
enhance earnings per share and be in the interests of
shareholders as a whole.
People
In thanking our staff for their loyalty and support I
recognise that it was a year when the business
environment was difficult and where a great many of
our people were affected by the uncertainties
surrounding the SBS sale. In these circumstances
their contribution has been exceptional.
Martin Nye is now firmly established as group chief
executive and he has already taken on full
responsibility for the group’s trading. He has led the
development of our ongoing strategy and will be
responsible for its delivery.  Following the annual
general meeting I shall move to the role of non-
executive chairman. I look forward to this change,
which will be in line with plans announced this time
last year. 
Trading update and outlook
All of our businesses have made an encouraging start
to the new financial year and are trading in line with
our plans.  Investments in management and
processes are being made but we are not
anticipating a return on this investment until later in
the financial year. The directors are confident of the
prospects and outlook for the continuing group in the
current financial year and are encouraged by the
prospects of the markets served by our two
continuing operations.
As previously announced, IME is participating in the
sale process for the records management business of
Hays plc. 
By focusing on personal storage and records
management, businesses with strong market
positions and growth prospects, we are providing a
firm base on which to implement a strategy of
delivering value to shareholders.  
Nick Smith
Chairman
9 July 2003 
Mentmore plc Annual Report 2003 3 The last six months have seen good progress in our
plan to maximise the value inherent in Mentmore for
shareholders.
We announced in December 2002 our intention to
focus on our personal storage and records management
businesses and sell the serviced business space
(“SBS”) division. That business has now been sold
subject to shareholder approval for £189.0 million to
Ashtenne Holdings plc. Completion is scheduled for
31st July. The sale allows us to focus on increasing
the value of our two higher growth, higher return
businesses.
Whilst the proceeds from the disposal will
substantially reduce gearing and interest charges,
there are some other financial consequences.
• SBS contributed operating profit before goodwill
amortisation of £17.5 million in 2003 and earnings
per share of 2.86p in 2003 on a pro forma basis,
which will not be repeated in 2004; 
• Provision for impairment and exceptional costs of
disposal of £61.7 million together with the write off
of other costs of £3.8 million relating to the
disposal are included in the 2003 results;
• We are not able to pay any dividends, although we
are initiating a capital reorganisation to address 
this situation. 
4 Mentmore plc Annual Report 2003
Chief  executive’s statement 
Turnover 
£82.1m
an increase of 6.1% on last year
Profit before tax 
£18.7m
before goodwill amortisation and
exceptionals, reduced by 5.7% on 
last year
Martin Nye
Chief executive Mentmore plc Annual Report 2003 5
We also announced last December that my first priority
as group chief executive was to develop a plan to
take the group forward. With the completion of the
sale of SBS, Mentmore is focused on two valuable
businesses with good prospects for long term
growth. You will see from the operating review that
follows that we have clear strategies for each
business to increase its value. The highlights of our
strategy are as follows:
• to improve the operational performance of personal
storage before further investments are made to
take advantage of the attractive growth
opportunities;
• to continue to support the successful growth of Iron
Mountain Europe (“IME”) whilst ensuring that the
value of our 49.9% shareholding in IME is fully
recognised;
• to optimise the group’s capital structure, including
an intention to return cash to shareholders when
appropriate;
• to resume the payment of dividends as soon as
possible, including making a special one-off interim
dividend of 0.89p per share in lieu of the 2003 final
dividend; and
• to review the group’s cost structure further when
the level of corporate activity diminishes to ensure
we have the appropriate overheads for the
restructured group.
With this framework in place, I am confident that we
can develop the business to deliver value for
shareholders.
Martin Nye
Chief Executive
9 July 2003
This is my first report to you as chief executive. I am pleased to tell you
that we have developed the detail of the group's future structure and
strategy to maximise shareholder value. Records management is
progressing well and although personal storage has not met its
ambitious growth targets we believe both businesses are well
positioned to build on their strong market positions. 6 Mentmore plc Annual Report 2003
Spaces personal storage, Wimbledon.
Operating review Mentmore plc Annual Report 2003 7
Personal storage
Operating profit
£8.0m
an increase of 5.6% for the year before
goodwill amortisation
Increased space
30%
from 12 new centres acquired
during the year
Spaces personal storage™ centres provide individual lockable
storage units for use by private and business customers and is a
leading operator in the UK and in Paris. The market has been
growing in volume terms by 20% per annum for the last six years
and we anticipate further growth of 10-15% per annum.
The personal storage division accounts for 25.8% (2002: 25.9%)
of total operating profit excluding property disposals, goodwill
amortisation and exceptionals. For the year to 30 April 2003,
spaces personal storage generated an operating profit of 
£8.0 million before goodwill amortisation (2002: £7.6 million) 
an increase of 5.6% on the previous year.
www.spaces.uk.com
www.unepieceenplus.com Spaces personal storage is the largest provider of
self-storage facilities in the UK and we also have a
good position in the Paris market through Une Pièce
en Plus (“UPP”). Personal storage contributed 
£8.0 million of operating profit before goodwill
amortisation this year, which is 5.6% ahead of last
year’s total, but includes the impact of the acquisitions
in 2002. 
The market has been competitive, particularly in
London and the South East, where there has been an
increasing amount of new capacity over the last few
years coupled with a lower number of house moves.
This has led to declining occupancy in a number of
our mature sites and a failure to achieve our growth
targets in our newer sites. Our response to these
challenges has been slow, something we are now
addressing vigorously.
Stripping out the effect of acquisitions, UK revenues
grew by 8.0% to £20.6 million (2002: £19.0 million)
and operating profit before goodwill amortisation
decreased by 5.8% to £7.9 million (2002: £8.4
million). Including acquisitions revenue in the UK
grew by 22.2% to £23.3 million and operating profit
before goodwill amortisation grew by 3.2% to 
£8.6 million. The revenues of UPP grew by 47.3% to
£2.7 million (2002: £1.9 million) and operating losses
before goodwill amortisation reduced to £0.6 million
(2002: loss of £0.8 million).
Our total space capacity is 243,000 sq. metres, which
is currently 65% occupied. The UK occupancy level
declined from 67% last year although this was due in
part to the inclusion of the Aardvark sites that were
40% full when we acquired them in September 2002.
The average price achieved in the UK marginally
increased, reflecting the competitive nature of the
market.
We have analysed the UK self storage market in detail
and have concluded that it remains an attractive market
with good growth prospects and better than average
returns on capital when sites are mature. The
market has been growing in volume terms by 
20% per annum for the last six years and based on
a detailed post-code level assessment of supply
and demand, we forecast continuing growth of 
10-15% per annum. We believe that demand will be
less of a constraint on growth than the availability of
suitable properties.
We also believe there is good longer term potential 
in Europe, but we are focusing on our existing
business in the UK and Paris where there are plenty
of attractive growth opportunities. Spaces is well
positioned to take advantage of these as it is the UK
market leader with a national network of sites.
Attractive returns are available - the average pre-tax
return on capital employed of our mature sites is in
excess of 20%. UPP is also well positioned, with a
strong management team and good infrastructure in
central Paris.
In the longer term, we plan to have a rolling programme
of new site openings and to consider acquisition
opportunities, but believe our short term focus should
be on maximising the value of the current business.
Our immediate priorities are to strengthen the
management team and to improve performance. 
The business has grown quite rapidly by acquisition
and has not put in place the necessary processes
and resources. 
We are addressing this with a number of new
appointments in operations and sales and marketing
which will enable us to tackle the 76,500 sq. metres
of available capacity. We are also investing in
information systems to improve our sales and
administrative processes. These changes will take
some time to impact performance, holding back
profit growth this year, but should have a very
positive impact next year. 
8 Mentmore plc Annual Report 2003
Operating review continued
Personal storage
Key statistics
Spaces personal 
storage (UK) UPP
2003 2002 2003 2002
No. of centres 46 34 7 7
Total space capacity (‘000 sq. m.) 218.8 166.0 24.2 24.2
Current space utilisation (%) 65.8 67.1 57.1 47.3
Current annualised space revenue (£m) 22.1 17.4 3.0 2.1
Other income (% of space revenue) 11.8 10.7 4.6 3.1 Mentmore plc Annual Report 2003 9
We have a good position in the
Paris market through UPP .
The majority of our spaces personal storage centres
have now been re-branded. The re-branding
enhances the benefits of providing efficient, localised
and personal service to our customers. 10 Mentmore plc Annual Report 2003
Operating review continued
Iron Mountain Europe’s facility at Isis Reach, Belvedere.  Revenue
£72.6m
of which £36.2 million is attributable to
Mentmore; an increase of 30.8% on 
last year
Operating profit
£11.2m
of which £5.6 million is attributable to
Mentmore; an increase of 57.0% on 
last year before goodwill amortisation
Records management
Mentmore plc Annual Report 2003 11
The market for records management is undergoing rapid
transformation. To be a serious provider in this business it is no
longer good enough simply to provide space for secure records
storage. Customers are demanding more sophisticated
information management as well as faster retrieval, better
tracking and more active management, via the Internet, of their
paper documents and magnetic media.
The records management division accounts for 17.9% 
(2002: 12.1%) of total operating profit excluding property
disposals, goodwill amortisation and exceptionals. For the year 
to 30 April 2003, the division generated an operating profit of 
£5.6 million before goodwill amortisation (2002: £3.5 million), 
an increase of 57.0% on the previous year. 
www.ironmountain.co.uk 12 Mentmore plc Annual Report 2003
Operating review continued
Iron Mountain Europe (IME) is our joint venture with
Iron Mountain Incorporated, the world’s leading records
management provider. Mentmore has a 49.9%
shareholding in the joint venture. Our share of IME’s
operating profit was £5.6 million, an increase of 57%
on the previous year. The records management division
accounted for 18% of total operating profit before
goodwill amortisation, although with the disposal of
SBS this would have been 45% on a pro forma basis.
IME has further strengthened its market position this
year, with a number of significant customer wins and
small acquisitions to extend its capabilities outside of
the UK. IME is one of three leaders in the £5 billion
European market for paper and electronic records
management. We estimate that only 10% of the total
market is outsourced and expect continuing growth
of more than 15% per annum as legislation increases
and customers see the cost and service benefits of
outsourcing.
IME has a diversified, stable customer base of over
8,000 customers across Europe. These customers
provide a strong, predictable recurring revenue stream,
with income from customers for records management
growing by about 6-8% per year through natural
“creep” of new records being produced. IME benefits
from cross-selling from Iron Mountain Incorporated’s
North American customer base - 22% of our new
sales last year came from such cross-selling. 
The business has invested over the last few years in
strengthening its management resources, particularly
in sales and account management. Substantial
investment has also gone into developing new
facilities to accommodate growth. Improvements 
in facility, labour and transportation effectiveness
have improved operating margins before goodwill
amortisation from 12.8% last year to 15.4% this
year. The successful integration of the TDG
acquisition during the year also contributed to the
improved performance.
Our strategy is straightforward - to build on the
success achieved so far and to go for European
market leadership, by leveraging the scale and
customer relationships we have in the UK and US
and expanding our footprint in continental Europe.
We see continuing good growth from developing our
relationships with key customers who are looking for
consistent levels of service across Europe.  
We believe we can grow organically, through larger
outsourcing deals and by small bolt-on acquisitions,
such as the recently completed acquisition of Record
Data in Ireland. This acquisition added new capabilities,
customers and further scale and delayed the need to
build a new facility in Dublin for another one to two
years.
We are continuing to invest to deliver and support
strong growth over the next twelve months -
particularly in sales and marketing and in country
management in continental Europe.  
We are currently running at about 85% utilisation of
available capacity, so we will need to invest in new
capacity as we are successful in winning new business.
With the disposal of SBS, the contribution from
Mentmore’s share of IME to the group’s result will
increase significantly. Our joint venture
arrangements ensure both effective management
equality with our joint venture partner, Iron Mountain
Incorporated, as well as appropriate protections for
both shareholders for dealing with issues that arise.
We continue to work closely with our joint venture
partner to develop this business. Recognising that
since the joint venture was entered into more than
four years ago, both the business and the market
have grown substantially, we are considering ways
to ensure that both the value created so far and the
future growth prospects benefit Mentmore and its
shareholders in a tangible way.
Records management The successful integration of the TDG acquisition
contributed to the improved performance of the
Records management division.
Building on the success achieved so far,
we see continuing good growth from
developing our key customer
relationships with consistent levels of
service across Europe.
Mentmore plc Annual Report 2003 13 Our national network of serviced work and retail space provides
flexible accommodation to a wide range of customers. In an
ever-changing environment, our SME customers need space that
can be rapidly adapted to their specific requirements, allowing
them to modify their accommodation as their circumstances
change.
The serviced business space division accounts for 56.3% 
(2002: 62.0%) of total operating profit excluding property
disposals, goodwill amortisation and exceptionals. For the year 
to 30 April 2003, the division generated an operating profit of
£17.5 million before goodwill amortisation (2002: £18.2 million), 
a reduction of 3.7% on the previous year.
www.imexspaces.uk.com
www.inshopsretail.com
Serviced business space
Operating profit
£17.5m
a reduction of 3.7% on last year before
goodwill amortisation
Revenue
£56.1m
an increase of 4.7% on last year
Operating review continued
14 Mentmore plc Annual Report 2003 Mentmore plc Annual Report 2003 15
The serviced business space division – comprising
the Imex, Argo and In Shops businesses – contributed
£17.5 million operating profit before goodwill
amortisation in the year, a decrease of 3.7%
compared to the previous year (2002: £18.2 million).
Assuming the sale of the division is completed on
31st July, the results for 2003/04 will include just
three months contribution. 
These results have been achieved despite a
challenging economic environment and the further
investment that has been made in the infrastructure
and management of the division.
Imex, the largest part of the division, saw operating
profit grow by 5.7% and managed to maintain an
overall occupancy level of around 80%. The
investment in sales and marketing have led to record
numbers of new customers joining Imex, but
unfortunately this has primarily been offset by larger
customer losses than normal. Argo, which saw
operating profits grow by 10.1%, benefited from
continuing investment in the upgrading of sites. 
In Shops has had a very difficult year and the
refurbishment programme has taken longer than
planned. As a consequence, their operating profits
fell by 37.3%.
InShops Selections provides small units to
independent traders within centres that
represent good quality retailing locations.  
The Imex spaces centre
at Redditch in the West
Midlands, delivers flexible
business accommodation
for a wide range of
customers, whatever
their needs. Group results
The group’s profit and loss is materially affected by
non-trading items in the current year, principally the
provision for impairment and exceptional costs of
disposal of £61.7 million in respect of the serviced
business space (”SBS”) division and £3.8 million of
other costs associated with this disposal. The
following summary of the group’s results provides an
analysis of trading and non-trading items in
comparison to last year:
2003 2002
For the year ended 30 April £million £million
Turnover 82.1 77.4
Continuing operations 82.1 75.3
Discontinued activities – 2.1
Trading profit 32.6 31.9
Total operating profit* 31.1 29.4
Profit on disposal of fixed assets 1.5 2.5
Net interest payable* (12.3) (9.5)
Profit before tax – trading* 20.3 22.4
Profit on disposal of investment – 9.6
Provision for loss on disposal of SBS (61.7) –
Other exceptional costs (4.7) –
Goodwill amortisation (7.7) (7.1)
(Loss)/profit before tax (53.8) 24.9
Underlying earnings per share* 6.75p 7.52p
Basic (loss)/earnings per share (31.85p) 10.07p
* before goodwill amortisation and exceptionals
Group turnover above (which excludes our share
from joint ventures) increased by 6.1% to 
£82.1 million (2002: £77.4 million); of this £2.7 million
arose from acquisitions in the year. Excluding
discontinued activities group turnover increased by
9.1%. Our share of turnover from the Iron Mountain
Europe (“IME”) joint venture increased by 30.8% to
£36.2 million (2002: £27.7 million).
Trading profit, which includes profits shown as
exceptional relating to the disposal of fixed assets,
increased by 2.3% to £32.6 million (2002: £31.9
million). Profits from fixed asset disposals can
fluctuate from year to year. Excluding these, 
trading profits increased by 5.7% to £31.1 million
(2002: £29.4 million) of which £0.8 million arose 
from acquisitions in the year.
The profit on disposal of fixed assets in 2002 of 
£2.5 million includes our £1.0 million share of joint
venture profit on disposal of fixed assets and 
£1.5 million relating to the disposal of the Dutch 
SBS business that was effectively the sale of two
trading properties.
EBITDA for the group before exceptional costs
increased by 11.3% to £39.4 million (2002: £35.4
million). Records management delivered the strongest
growth with our share of their EBITDA increasing by
49.8% to £7.7 million (2002: £5.1 million). EBITDA in
personal storage and SBS grew by 11.7% and 1.8%
to £10.6 million (2002: £9.5 million) and £21.3 million
(2002: £20.9 million) respectively.
Net interest payable before exceptional costs
increased by £2.8 million to £12.3 million 
(2002: £9.5 million) due to debt funding of
acquisitions and capital expenditure. Interest cost 
for the year was covered 2.52 times (2002: 3.08
times) by trading profit.
The group’s tax charge on trading profits before tax was
£6.5 million (2002: £6.2 million) representing an effective
rate of 31.8% (2002: 27.9%). There is generally no tax
charge attributable to profits that arise on the disposal
of fixed assets due to the availability of certain reliefs.
Excluding profit on the disposal of fixed assets and tax
adjustments relating to prior years the effective rate of
tax was 38.3% (2002: 35.0%).
16 Mentmore plc Annual Report 2003
Financial review
Clive Drysdale
Finance Director Mentmore plc Annual Report 2003 17
Before goodwill amortisation and exceptional items
profit after tax reduced by £1.3 million to £12.3 million
(2002: £13.6 million). On the same basis, underlying
earnings per share reduced to 6.75 pence 
(2002: 7.52 pence).
The provision of £61.7 million for impairment and
exceptional costs of disposal of SBS is required
because the book value of the net assets being sold
is in excess of the net sales proceeds. £65.0 million
of the net assets of SBS relates to goodwill, of which
£54.0 million has been impaired in 2003.
Other exceptional costs in the year of £4.7 million
primarily relate to the cost of restructuring the
funding of the group as part of the process of
disposing of SBS. Following this debt levels will
substantially reduce and amended bank facility
arrangements will need to be entered into.
The profit on disposal of investment of £9.6 million in
2002 arose following the sale of the group’s investment
in Workspace Group PLC in May 2001.
After taking into account goodwill amortisation and
exceptional items the group reported a loss after tax
of £57.9 million (2002: profit of £18.2 million) and a
basic loss per share of 31.85 pence (2002: basic
earnings per share of 10.07 pence).
Dividends
The directors are unable to recommend a final
dividend due to a deficit on distributable reserves 
of £28.5 million. It is our intention to declare a
special one-off interim dividend of 0.89 pence per
share in lieu of a final dividend as soon as the
requisite approvals for the capital reorganisation are
obtained. This special dividend, taken together with
the interim dividend of 0.425 pence per share paid
on 7 April 2003, gives an aggregate of 1.315 pence
per share, which represents an increase of 5% on
the previous year.
Cash flows
The group continues to be highly cash generative
with pre exceptional operating cash flow as a
percentage of operating profit before goodwill
amortisation and exceptional items being 
114.6% (2002: 121.5%).
Operating activities before exceptional costs
generated £29.2 million (2002: £31.5 million) which
were primarily used to fund capital expenditure of
£17.5 million (2002: £39.3 million) and amounts in
relation to IME of £6.8 million (2002: £10.0 million).
Investments in acquisitions cost £16.4 million 
(2002: disposal proceeds of £2.5 million) and were
funded by debt.
Net interest payments increased by £5.7 million to
£12.5 million (2002: £6.8 million) which includes 
£2.3 million relating to exceptional financing charges.
Tax payments reduced by £0.5 million to £4.6 million
(2002: £5.1 million).
Cash outflow before financing was £34.2 million
(2002: inflow £0.7 million).
Balance sheet
Intangible assets, which comprise goodwill, reduced
by £47.5 million. Of this £54.0 million relates to the
impairment charge associated with the disposal of
SBS. Goodwill arising on acquisitions in personal
storage amounted to £11.5 million. The balance
relates to amortisation in the year and foreign
exchange differences.
Current assets include £19.2 million in relation to the
development of IME’s records centre in South East
London. This was sold in June to a third party who leased
the building back to IME on an arm’s length basis.
Net debt at 30 April 2003 was £206.3 million 
(2002: £153.2 million) and comprised net bank
borrowings of £195.9 million (2002: £149.2 million)
and deferred acquisition loan notes of £10.4 million
(2002: £4.0 million). Net assets at 30 April 2003
were £156.3 million (2002: £215.7 million) giving
gearing of 130% (2002: 71%).
Equity shareholders’ funds reduced by £57.4 million 
in the year as a result of the retained loss for the year
of £58.6 million less £0.4 million on shares issued in
respect of share option exercises and £0.8 million of
currency translation differences.
Treasury management
The group is primarily exposed to interest rate, liquidity
and foreign exchange risks. These are managed at
group level and are controlled by the Board. Treasury
management is undertaken to minimise these risks
with transactions only being made in relation to
underlying business requirements. The group’s policy
is that there are no transactions undertaken of a
speculative nature and financial instruments are not
traded. The group’s other policies are outlined below.
Interest rate risk
The group’s policy is to minimise interest cost. Exposure
to interest rate movements on group borrowings is
managed by maintaining a mixture of fixed and variable
rate financing. Fixed interest rates are usually achieved
through the use of interest rate swaps. The group also
uses financial instruments which cap interest rate
exposure and allow interest rates to fluctuate within
upper and lower limits. The relevant proportion of
each type of financing is adjusted to take account 
of prevailing market conditions.
At 30 April 2003 £nil of group borrowings were fixed
and £75 million operated within specified upper and
lower interest rate limits.
Liquidity risk
The group’s policy is to maintain committed borrowing
facilities with a maturity date exceeding at least twelve
months to meet anticipated borrowing requirements
in relation to its current business plan. The primary
source of funds is bank debt. The level and type of
facility is regularly reviewed, particularly in the event
of corporate transactions.  At 30 April 2003 the group’s UK committed banking
facilities amounted to £250 million. The principal
elements of these were:
• a £125 million amortising term loan facility with all
but £80 million having a repayment due by
September 2007;
• a £125 million revolving credit facility with a bullet
repayment in September 2007. In addition the
group has bank facilities in France amounting 
to € 2.4 million.
As at 30 April 2003 the group had unutilised bank
facilities of £47 million. During the year the group
complied with all applicable debt covenants.
As part of the disposal of SBS an underwritten
amendment to our existing UK banking facilities has
been negotiated whereby, subject to the disposal, 
the facility is reduced to £70 million on the basis 
of a revolving credit facility with a bullet repayment 
in September 2007.
Foreign exchange risk
Although the group is becoming more exposed to
foreign exchange risk due to its expansion in continental
Europe this still remains immaterial to the group as 
a whole. The group’s policy covers three areas of
exposure – balance sheet net assets, earnings and
transactions:
• where considered material balance sheet net
assets are protected from currency exposures by
borrowing in relevant currencies;
• at present the group does not protect earnings of
overseas operations against currency fluctuations;
• foreign currency transactions, where significant, are
protected by way of forward exchange contracts
At 30 April 2003 the group had no forward exchange
contracts.
Accounting standards
The group’s accounting policies fully reflect the
requirements of the Accounting Standards Board.
No new applicable Financial Reporting Standards
have been issued in the year.
Under the transitional arrangements contained within
FRS 17, additional defined benefit pension scheme
disclosures have been given in the financial
statements this year. In accordance with FRS 17,
retirement benefits continue to be accounted for
under the rules set out in SSAP24. 
18 Mentmore plc Annual Report 2003
Financial review continued
Operating cash flow 
114.6%
of operating profit versus
121.5% last year
Gearing 
130%
as at 30 April 2003 (2002: 71%) Mentmore plc Annual Report 2003 19
1 Nick Smith, chairman, joined the Board in
January 1995. Aged 63, he was formerly President
of Kimberly-Clark Europe and has considerable
business experience in the manufacture and
marketing of consumer products.
2 Martin Nye, chief executive, joined the Board in
January 2003. Aged 39, he has a successful track
record in the support service industry and until recently
was chief executive at Endeva, the UK’s leading home
delivery and service operation for electrical goods. 
Prior to this he held a number of senior executive roles
within Exel plc, most recently as President, Global
Technology division.
3 Clive Drysdale, finance director and company
secretary, joined the Board in November 1995. Aged
40, he is a chartered accountant and previously spent
nine years with Price Waterhouse.
4 Brian Howes OBE DL, independent non-executive
director, joined the Board in February 1997. Aged 65 he
is chairman of Finance Wales plc, a council member of
Prince’s Trust Cymru and a director of Young Enterprise
Wales. Formerly President of Kimberly-Clark Europe’s
Away from Home Sector.
5 Leigh Collins, independent non-executive director,
joined the Board in June 2000. Aged 55, he was a
founding director of the stockbroking firm Collins
Stewart where he was head of corporate finance.
He is a director of European Telecom plc, Quarto
Group Inc and Bank Restaurant Group PLC.
6 Richard Wright, senior independent non-executive
director, joined the Board in June 2002. Aged 57,
he is chairman of National Savings and Investments
and was, until his retirement, director of sales Ford
Motor Company UK. He is also a non-executive
director of API PLC.
Board of directors
1
3
5
2
4
6 20 Mentmore plc Annual Report 2003
Directors’ remuneration report
The directors present the directors’ remuneration report for the year ended 30 April 2003. 
This report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2002, which
introduced new requirements in respect of financial periods ending on or after 31 December 2002. The report
also meets the relevant requirements of the Listing Rules of the Financial Services Authority.
As required by the Directors’ Remuneration Report Regulations 2002, a resolution to approve this directors’
remuneration report will be proposed at the company’s annual general meeting.
The auditors are required to report to the shareholders on the “auditable part” of the directors’ remuneration
report and to state whether in their opinion the “auditable part” of the directors’ remuneration report has been
properly prepared in accordance with the Companies Act 1985. This report therefore has separate sections
containing unaudited and audited information.
UNAUDITED INFORMATION
Remuneration committee
The remuneration committee consists wholly of independent non-executive directors. The following independent
non-executive directors served as members of the remuneration committee during the year and in the period
to 8 July 2003 unless otherwise disclosed:
Brian Howes (Chairman of the remuneration committee)
Leigh Collins
Richard Wright (from 12 June 2002)
Anthony Lewis (to 4 September 2002)
The remuneration committee makes recommendations to the Board, within agreed terms of reference, concerning
the company’s framework of executive remuneration. The remuneration committee determines the remuneration
and benefits packages of the executive directors, considers their service contracts, salaries, other benefits,
including bonuses and participation in the company’s share option plans and other terms and conditions of
employment including any compensation payments on termination of office. It also agrees terms for their
appointments as non-executive directors of other companies and other organisations.
The chairman, Nick Smith, is invited to attend meetings when appropriate, to provide advice to the
remuneration committee. However, Nick Smith is not present when matters affecting his own remuneration
arrangements are considered and no director takes part in discussions concerning his own remuneration.
Remuneration policy
The company’s remuneration policy is that the remuneration package of the executive directors should be
sufficiently competitive to attract, retain and motivate directors to achieve the company’s objectives. In framing
its remuneration policy, the company aims to attract and retain directors to run the company successfully
without making excessive payments.
The company’s remuneration policy for executive directors is prudently designed to take into account
individual and company performance, market comparisons and competitive pressures in the industry. External
comparisons consider comparable roles in similar organisations in terms of size, market sector and the nature
of the business.
There are four main elements to the remuneration packages of the executive directors and other senior executives:
• basic salary, including benefits;
• annual bonus awards;
• share option schemes; and
• pension arrangements
The remuneration committee considers that it is important to link a proportion of the total executive remuneration
package to individual and company performance. In 2003, the performance related elements of the executive’s
remuneration package was 50% for Martin Nye and 17% for Clive Drysdale. Nick Smith does not have a bonus
element as part of his remuneration package. Clive Drysdale will be entitled to a bonus of £54,000 conditional Mentmore plc Annual Report 2003 21
on the successful disposal of SBS. In addition, following the sale, the performance related element of his
remuneration package is to be reviewed. The proportion of performance related remuneration for Martin Nye is
not anticipated to increase in 2004.
The company’s policy is for executive directors to have one year rolling service contracts that provide for 
a one year’s notice period.
Basic salary
Basic salaries are reviewed annually by the remuneration committee, prior to the beginning of each year, and
increased where it believes that adjustments are appropriate to reflect performance, increased responsibilities
and/or market pressures. Salary increases for 2003 averaged 2.8%, with the largest increase being 5.6%.
Salaries were reviewed again in April 2003 and remained unchanged with the exception of Clive Drysdale
whose salary was increased by 4.0% for 2004.
Other benefits for executive directors include a car allowance and private medical cover for the director and
immediate family. The company also has a permanent health insurance policy to provide cover for the
executive directors.
Annual bonus awards
The annual bonus plan focuses on annual objectives and is designed to reward the achievement of results
against those objectives. Targets are set before the beginning of the financial year and performance is reviewed
throughout the year. The principal objectives for each executive director in the annual bonus plan relate to the
achievement of profit and cash flow targets based on the group’s budget. For 2003, Martin Nye had a specific
target of delivering the group’s strategic plan by the end of the financial year and his bonus entitlement was
primarily based on this. Targets are generally set at group level but account may also be taken of the
performance of the individual operations for which executive directors are responsible. Annual performance
related bonuses have been set at, and will generally remain at, a maximum of 50% of basic salary for Martin
Nye. As noted earlier, Clive Drysdale’s performance related bonus is to be reviewed following the sale of SBS.
Bonuses are non-pensionable.
Share option schemes
Share option schemes are seen as being an effective way of aligning the long term interests of executive
directors with those of shareholders. All share option schemes have been approved by shareholders and are
targeted at an improvement in the group’s earnings per share over and above the retail price index or specified
growth targets. These performance conditions must be met before any options can be exercised. The price at
which shares may be acquired is the market price within a specified number of days prior to the date of grant.
Options, which are also issued to employees in the group, are granted from time to time on a discretionary
basis as determined by the remuneration committee, based on each individual’s performance.
The main share option scheme under which share options have been granted to the executive directors is 
the Mentmore Abbey Senior Executive Share Option Scheme. Other than the share save scheme, this is the
only scheme from which the current executive directors will be granted options. The performance condition for
this scheme is that the group’s earnings per share must grow by an annual compound growth of 20% over a
period of five consecutive financial years to obtain full entitlement. No part of the option will be exercisable
unless the annual compound growth is at least 10%. At 10% per annum compound growth, 10% of the shares
under option will be exercisable with the percentage exercisable increasing proportionately from 10% to 100%
for annual growth between 10% and 20%.
Pension arrangements
Clive Drysdale accrues pension benefits through the group’s defined benefit scheme and Martin Nye through
a defined contribution scheme. The defined benefit scheme is a funded and approved final salary pension
scheme. The scheme provides an accrual of benefits that is designed to provide a pension equivalent to two
thirds of the directors’ final salary on retirement at age 60, with two-thirds of the director’s pension for the
surviving spouse. Pensions are based on the executive’s basic annual salary. Bonuses, other benefits and
incentives are not pensionable. Directors’ remuneration report continued
22 Mentmore plc Annual Report 2003
Non-executive directors
The non-executive directors do not have service contracts. The non-executive directors have letters of
appointment concerning, amongst other things, the initial terms for which they are appointed, a general
statement of their role and duties, the fees they will receive as a director and the supplementary fees receivable
for additional work.
The fees of non-executive directors are determined by the full Board.
The basic fee for non-executive directors, which includes membership of committees, is £25,000 per annum.
The non-executives are not eligible for bonuses, pension benefits, share options or other benefits.
Performance graph
The following graph shows the company’s performance for the last five years, as measured by the Total
Shareholder Return (TSR) (with dividends reinvested), for equity shareholders of Mentmore plc, compared with
the TSR for the FTSE Support Services index. This index was chosen as it represents the sector index of which
the company is a constituent member.
Service contracts and letters of appointment
The company’s policy is for the executive directors to have one year rolling service contracts that provide for 
a one year’s notice period. The service contract of the executive directors who served during the year ended 
30 April 2003, include the following terms:
Unexpired Notice
Date of terms period
Executive directors contract (months) (months)
NP Smith 1 April 1996 Rolling one year 12
CD Drysdale 21 May 1998 Rolling one year 12
MJ Nye 13 January 2003 Rolling one year 12
KDS Taylor-Smith (resigned 12 June 2002) 26 July 1999 N/A 12
The service contracts of executive directors contain a provision for a compensation payment that is payable when
the requisite 12 month’s notice is not given to the director. In the event of early termination of the service agreement,
the payments to which the director would be entitled comprise basic salary and full benefits for the notice period.
0
05/1998 10/1998 04/1999 10/1999 04/2000 10/2000 04/2001 10/2001 04/2002 10/2002 04/2003
50
100
150
200
250
300
350
Value of 100p invested
Date
MENTMORE (RI) FTSE SUPPORT SERVICES (RI) Mentmore plc Annual Report 2003 23
The letters of appointment of the non-executive directors serving as at 30 April 2003, include the following
terms:
Date of letter  Unexpired Notice
of terms period 
Non-executives appointment (months) (months)
GL Collins 26 July 2000 36 None
BJ Howes 16 January 1997 19 None
R Wright 11 June 2002 24 None
Non-executives are appointed for an initial three year term which may, if appropriate, be extended to a further
term of three years but not normally for longer. Brian Howes’ term was extended in the current year to January
2005. The letters of appointment do not contain notice periods or provision for termination payments.
INFORMATION SUBJECT TO AUDIT
Directors’ remuneration
The emoluments of directors was as follows: 
In addition to the amounts disclosed above: 
(1) Nick Smith made gains of £184,000 on the exercise of share options in the year, full details of which are given below.
(2) Kim Taylor-Smith, received the sum of £258,000 by way of compensation for loss of office. He remained an
employee until 1 October 2002 and received salary and benefits amounting to £94,000 up to this date.
(3 In 2002 Kim Taylor-Smith made a gain of £10,000 on the exercise of share options.
(4) In 2002 Michael Woodhead received an ex-gratia payment of £6,000 on retirement.
Salary Benefits Annual 2003 2002
and fees in kind bonus Total Total
£’000 £’000 £’000 £’000 £’000
Executives
NP Smith 165 19 – 184 173
KDS Taylor-Smith (to 12.6.2002) 26 2 – 28 253
CD Drysdale 151 20 – 171 158
MJ Nye (from 13.1.2003) 70 5 34 109 –
Non-executives
GL Collins 23 – – 23 17
BJ Howes 22 – – 22 18
AM Lewis (to 4.9.2002) 5 – – 5 17
R Wright 23 – – 23 –
MJ Woodhead (to 5.9.2001) – – – – 10
Aggregate remuneration 485 46 34 565 646
Benefits in kind include car allowances and private medical cover for the director and immediate family. 24 Mentmore plc Annual Report 2003
Directors’ remuneration report continued
Directors’ share options
Options have been granted to executive directors under the company’s employee share option schemes.
Information is provided below for directors who served in the financial year ended 30 April 2003.
All options over 2,280,954 shares granted to Kim Taylor-Smith lapsed unexercised in this year. Other than the
options described above, no options granted to directors lapsed unexercised and there were no options
exercised during the year.
No amount was paid for the award of any options. The price at which shares may be acquired is the market
price within a specified number of days prior to the date of grant. The market price of the shares at 30 April
2003 was 79.0p and the low and high for the year was 52.5p and 115.5p.
Under the employee share option schemes, the options are subject to performance conditions (as described
above) that must be met before the options can be exercised.
There have been no changes to the terms and conditions of the directors’ entitlement to the share options.
There have been no changes to directors’ interests in share options held between the year end and 9 July 2003.
No. of options
Market Gain on
Granted Exercised price on exercise Date
Date of At start during during At end Exercise date of of option from which Expiry
Grant of year year year of year price exercise £’000 exercisable date
NP Smith
NPS Option 4.10.95 797,927 – (797,927) – 45.0p 66.5p 172 Oct 00 Oct 02
1992 Sharesave 6.3.97 39,564 – (39,564) – 43.6p 74.5p 12 April 02 Sept 02
1994 Scheme 3.8.98 32,858 – – 32,858 91.3p – – Aug 01 Aug 08
1996 Scheme 3.8.98 92,142 – – 92,142 91.3p – – Aug 01 Aug 05
1999 Scheme 4.1.99 2,136,405 – – 2,136,405 115.0p – – Jan 04 Jan 09
1999 Scheme 20.9.99 1,200,000 – – 1,200,000 143.166p – – Sept 04 Sept 09
1999 Scheme 18.1.02 290,000 – – 290,000 134.5p – – Jan 07 Jan 12
CD Drysdale
1992 Sharesave 25.1.02 15,324 – – 15,324 108.0p – – Mar 07 Aug 07
1996 Scheme 3.8.98 75,000 – – 75,000 91.3p – – Aug 01 Aug 05
1999 Scheme 4.1.99 1,427,118 – – 1,427,118 115.0p – – Jan 04 Jan 09
1999 Scheme 20.9.99 1,000,000 – – 1,000,000 143.166p – – Sept 04 Sept 09
1999 Scheme 18.1.02 290,000 – – 290,000 134.5p – – Jan 07 Jan 12
MJ Nye
1994 Scheme 14.1.03 – 36,697 – 36,697 81.75p – – Jan 06 Jan 13
1996 Scheme 14.1.03 – 463,303 – 463,303 81.75p – – Jan 06 Jan 10
1999 Scheme 15.1.03 – 1,200,000 – 1,200,000 78.83p – – Jan 08 Jan 13 Mentmore plc Annual Report 2003 25
Directors’ pension entitlements
The following director has pension entitlements under the group’s defined benefit pension scheme:
Change in Change in
accrued pension accrued pension Accrued
Accrued benefit due to due to benefit at
at 30 April 2003 inflation other factors 30 April 2003
Age at £’000 per £’000 per £’000 per £’000 per
30 April 2003 annum annum annum annum
CD Drysdale 40 21 – 4 25
The transfer value of each director’s accrued benefits at the end of the financial year is shown below (note that
transfer values represent a liability of the company, not a sum paid or due to an individual):
Increase in
Increase in transfer value
transfer value not due
Transfer not due to to inflation Transfer
value at directors’ or directors’ value at 
30 April 2002 contributions contributions 30 April 2003
£’000 £’000 £’000 £’000
CD Drysdale 132 44 19 180
Pension scheme members have the option to make additional voluntary contributions. The information
disclosed in the tables above excludes any such contributions and the resulting benefits.
The following directors were members of the group’s money purchase schemes. Company contributions to
directors’ money purchase pension plans amounted to:
2003 2002
£’000 £’000
MJ Nye 10 –
KDS Taylor-Smith 4 46
14 46
Approval
The directors remuneration report was approved by the Board on 9 July 2003 and signed on its behalf by:
BJ HOWES
Chairman of the remuneration committee The Board recognises its responsibilities in
complying with the principles of corporate
governance as set out in the Combined Code in
the Listing Rules of the Financial Services Authority.
The Board is of the opinion that it has complied
with the provisions of the Combined Code.
Following the resignation of Kim Taylor-Smith in June
2002, Nick Smith took on the role of acting chief
executive in addition to his role as chairman. This
situation lasted until January 2003 when Martin Nye
took up his appointment as group chief executive.
Board of Directors
The Board of Directors, which currently comprises
six members, meets regularly and retains full and
effective control over the group. It has a schedule
of matters specifically reserved for its decision and
has delegated authority to committees of directors
on certain specific matters. All directors have access
to the advice and services of the company secretary
and, if necessary, to take independent professional
advice at the group’s expense.
The Board includes three non-executive directors
who bring an independent judgement to the
management of the group. They are all free from
any business or other relationships which could
interfere with the exercise of their judgement.
Non-executive directors are appointed for an initial
three-year term which may, if appropriate, be
extended to a further term of three years but not
normally for longer. Richard Wright acts as senior
independent non-executive director.
Audit committee 
The audit committee, which meets at least twice
a year, comprises the non-executive directors and
is chaired by Leigh Collins. The auditors and
executive directors attend the meetings by invitation.
It is the responsibility of the audit committee to
examine and review internal controls, financial and
accounting policies and practices, the form and
content of financial reports and statements and
general matters raised by the auditors.
Nominations committee
The nominations committee, which meets at least
once a year, comprises the non-executive directors
and is chaired by Richard Wright. It is responsible for
considering and recommending to the Board changes
in the Board’s composition and membership.
Remuneration committee
The remuneration committee which comprises the
non-executive directors and is chaired by Brian
Howes meets at least once a year. It is responsible
for determining individual remuneration and terms
and conditions of employment of the chairman
and executive directors and for the granting of
any share options.
Details of individual directors’ remuneration and
share options are included in the directors’
remuneration report.
Internal control
The directors have overall responsibility for ensuring
that the group maintains an adequate system of risk
management and internal control and for reviewing
its effectiveness. Such systems are designed to
manage rather than eliminate the risks inherent in the
business and can therefore only provide reasonable,
but not absolute, assurance against material
misstatement or loss.
The Board monitors risk management through an
ongoing process which accords with the Turnbull
guidance and provides assurance that the significant
risks faced by the group are being identified,
evaluated and appropriately managed, having regard
to the balance of risk, cost and opportunity. The
principal features of this process are:
• comprehensive budget setting process with both
annual and longer term forecasts being reviewed
and approved by the Board;
• comparison by the Board of actual results against
budget;
• formal monthly meetings between the executive
directors and subsidiary management to review
financial and operating performance as well as
future plans;
• appropriate delegated authority levels across
the group which prescribe the limits to which
the group can be committed;
• clearly defined authority for the approval of
capital expenditure;
• formal procedures, based on self-assessment, 
for the measurement and evaluation of financial
control at each operating unit throughout the
group; and
• other risk management policies and procedures
which are designed to meet the needs of the
particular business to which they relate. These
include health and safety, the environment, legal
compliance, quality assurance, risk transfer,
insurance and security.
These procedures have been in place throughout
the year and the directors have reviewed their
effectiveness.
Owing to the size of the group the Board does not
consider it practical to have its own internal audit
function. Reliance is placed on the risk management
procedures described above and supplemented
by specific reviews by group head office when
circumstances dictate. The Board will continue
to monitor the need for an internal audit function.
Corporate governance
26 Mentmore plc Annual Report 2003 Mentmore plc Annual Report 2003 27
Going concern
The directors having made appropriate enquiries,
including a review of the group’s budget for 2004
and its medium-term plans, have a reasonable
expectation that the group and company has
adequate resources to continue in operational
existence for the foreseeable future. For this reason,
they continue to adopt the going concern basis in
preparing the accounts.
Shareholder relationships
Presentations are made to shareholders, institutions
and analysts at least twice a year to coincide with
results announcements. Additional dialogue with
institutions is entered into as necessary, mindful
of the rules on insider dealings and price-sensitive
information. Shareholders are actively encouraged
to visit the company to be shown its operations.
The group’s annual and half-year reports,
presentations to institutional shareholders on these
reports and announcements issued to the London
Stock Exchange are published on the company’s
website, www.mentmore.plc.uk.
Notice of the annual general meeting is given to
shareholders at least 20 working days in advance.
The meeting is conducted in an open manner and all
attendees are given the opportunity to question the
Board and vote on each resolution. Where resolutions
are dealt with by show of hand, the results of proxy
votes for and against are announced. 28 Mentmore plc Annual Report 2003
The directors present their report together with the
audited financial statements of the group for the year
ended 30 April 2003.
Principal activity
The principal activity of the group is the provision
of specialist storage, space and item management
where customer service and access are critical.
These activities are fully described in the chairman’s
statement and the operating and financial reviews,
together with a review of the group’s business and
likely future developments. Details of the principal
operating companies of the group are given in note
12 to the financial statements.
Group results and transfers to reserves
Loss before taxation amounted to £53.8 million
(2002: profit before taxation £24.9 million). The loss
attributable to ordinary shareholders amounted to £57.8
million (2002: profit of £18.2 million) which, after
dividends of £0.8 million (2002: £2.3 million), resulted in
a transfer to reserves of a loss of £58.6 million (2002:
profit of £15.9 million).
Capital reconstruction
After taking into account the result for the year,
Mentmore plc has a deficit on its profit and loss
account of £28.5 million as at 30 April 2003 and the
directors are therefore unable to propose a final
dividend. In order to enable the company to pay
dividends in the future and allow for the possible
purchase of shares for cancellation, the directors are
proposing, subject to both shareholder and High Court
approval, a capital reconstruction whereby £100 million
of share premium account will be converted to a
distributable reserve. Assuming that the necessary
approvals are obtained and after taking into account the
deficit as at 30 April 2003 the company’s distributable
reserves would stand at £71.5 million.
Authority is being sought from shareholders for the
capital reconstruction at the annual general meeting.
Dividends
As noted above, the directors are unable to recommend
a final dividend per ordinary share (2002: 0.85p). An
interim dividend of 0.425p per ordinary share
(2002: 0.402p) was paid on 7 April 2003. 
Assuming that all consents are received in respect of
the capital reconstruction the directors will pay a special
one-off interim dividend of 0.89p per ordinary share in
lieu of the 2003 final dividend.
The total dividends for the year are therefore 0.425p
(2002: 1.252p). Had the directors been able to propose
the special one-off dividend in lieu of the final dividend
in these financial statements, the total dividends for
2003 would have been 1.315 per ordinary share, an
increase of 5.0% on 2002.
Share capital
The directors are seeking the authority from
shareholders at the annual general meeting to allow
them to issue new shares for cash to persons who are
not existing shareholders up to a maximum nominal
value of £910,542. This sum represents 9,105,425
ordinary shares of 10p each, being equivalent to 5%
of the entire issued share capital at 9 July 2003.
The authority will terminate no later than 15 months
from the passing of the resolution.
In addition, the directors are seeking the authority from
shareholders at the annual general meeting to allow
them to purchase and cancel up to 18,210,850 shares,
representing 10% of Mentmore’s present issued share
capital. The maximum price to be paid on any exercise
of this authority is to be restricted to not more than 5%
above the average of the middle-market quotation for
the shares for the five dealing days immediately
preceding the day of purchase. The minimum price
payable for each share is 10p. The authority is sought
by way of special resolution. Although the directors
have no present intention of utilising this authority, it will
be exercised by them if, in the light of market
conditions at the time, the directors expect it to result in
an increase in earnings per share, and if it is in the best
interests of shareholders. Account will also be taken of
the effect of gearing and the overall position of the
company. The authority will terminate no later than 12
months from the passing of the resolution.
Substantial shareholdings
As at 8 July 2003 the company had been advised of
the following interests of 3% or more in its ordinary
share capital:
No. of shares %
JO Hambro Capital 
Management Ltd 23,852,963 13.10
Fidelity International Limited 17,338,870 9.52
BriTel Fund Trustees Limited 9,398,354 5.16
Zurich Financial Services Limited 7,641,818 4.20
Legal & General Investment 
Management Limited 7,312,510 4.02
PossFund Custodian Trustee Limited 7,256,144 3.98
Nottinghamshire County Council 5,850,000 3.21
Canada Life Limited 5,760,000 3.16
Directors
Richard Wright and Martin Nye were appointed to the
Board on 12 June 2002 and 13 January 2003
respectively. Kim Taylor-Smith and Anthony Lewis
resigned from the Board on 12 June 2002 and 4
September 2002 respectively.
In accordance with the Articles of Association, Clive
Drysdale and Brian Howes retire by rotation from the
Board and, being eligible, offer themselves for re-
election.
Directors’ report environmental policies and procedures appropriate
to its business. The main focus of these is to comply
fully with local environmental legislation, improve
energy efficiency and reduce usage of hazardous
or deleterious materials.
In addition, it is group policy that all new site
acquisitions are assessed for environmental impact
as part of the due diligence process. 
Charitable and political contributions
The group made contributions for charitable purposes
amounting to £2,569 in the year (2002: £2,065).
No donations were made to political organisations.
Policy for payment of creditors
The group’s policy for the year to 30 April 2004, for
all suppliers, is to fix terms of payment when agreeing
the terms of each business transaction, to ensure that
the supplier is aware of those terms, and to abide by
the agreed terms of payment. At 30 April 2003 the
company had trade creditors outstanding for an
average of 31 days (2002: 30 days).
Auditors
A resolution proposing the reappointment of RSM
Robson Rhodes LLP as auditors will be put to the
annual general meeting.
Notice of meeting
The notice of the annual general meeting to be held
on 20 August 2003 was sent to shareholders on 
9 July 2003 as part of the circular to shareholders in
connection with the proposed disposal of SBS and
capital reorganisation.
By order of the Board
CD Drysdale
Company Secretary
9 July 2003
Mentmore plc Annual Report 2003 29
In addition, in accordance with the Articles of
Association, Martin Nye having been appointed since
the last annual general meeting retires from the Board
and, being eligible, offers himself for re-election.
The interests of the directors in the ordinary shares of
the company (beneficial unless otherwise stated) were:
30 April
2002
30 April or date of
2003 appointment
NP Smith 1,200,799 363,308
CD Drysdale 51,460 51,460
MJ Nye 100,000 –
GL Collins 100,000 100,000
BJ Howes 40,000 40,000
There were no changes in directors’ interests in shares
between 30 April 2003 and 9 July 2003.
Details of the directors’ interests in share options are
given in the directors’ remuneration report.
No director had an interest in the shares of any
subsidiary undertaking during the year.
Employees
The Board pursues policies designed to encourage
employees to identify with the group and use their
knowledge and skills actively towards its success.
Management are encouraged to make employees
aware of the financial and economic factors affecting
the group’s performance.
Applications from disabled persons are given full and
fair consideration. Where an employee becomes
disabled while employed, arrangements are made
wherever practicable to maintain employment. The
group seeks to develop the skills of disabled persons
by providing appropriate training, taking into account
their particular needs.
Environmental responsibility
The environmental impact of the group’s operations
is low when compared to many other industries.
Notwithstanding this, the Board is committed to the
improvement of the group’s environmental performance
and to minimise any adverse effects that its operations
may have on the environment.
Each operating business is responsible for developing 30 Mentmore plc Annual Report 2003
Statement of directors’ responsibilities
Company law in the United Kingdom requires the
directors to prepare financial statements for each
financial year which give a true and fair view of the state
of affairs of the company and the group and of the
profit and loss of the group for that period. In preparing
these financial statements, the directors are required to:
• select suitable accounting policies and apply them
consistently;
•
make judgements and estimates that are
reasonable and prudent;
• state whether applicable United Kingdom accounting
standards have been followed, subject to any
material departures disclosed and explained in the
financial statements; and
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the company will continue in business.
The directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of the
company and enable them to ensure that the financial
statements comply with the Companies Act 1985.
They are also responsible for safeguarding the assets
of the company and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
The directors are responsible for ensuring that the
directors’ report and other information included in the
annual report is prepared in accordance with company
law in the United Kingdom. They are also responsible
for ensuring that the annual report includes information
required by the Listing Rules of the Financial Services
Authority.
The annual report is available on the company’s web
site. The maintenance and integrity of Mentmore plc’s
web site is the responsibility of the directors;
the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the
auditors accept no responsibility for any changes that
may have occurred to the information contained in the
financial statements since they were initially presented
on the web site.
Legislation in the United Kingdom governing the
preparation and dissemination of the financial
statements and other information included in annual
reports may differ from legislation in other jurisdictions. Mentmore plc Annual Report 2003 31
Independent auditors’ report to the shareholders of Mentmore plc
We have audited the financial statements on pages
32 to 56. We have also audited the information in the
directors’ remuneration report that is described as
having been audited.
This report is made solely to the company’s
shareholders, 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 shareholders those matters we are
required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to
anyone other than the company and the company’s
shareholders as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual
report, the directors’ remuneration report and the
financial statements in accordance with applicable
law and United Kingdom Accounting Standards are
set out in the statement of directors’ responsibilities.
Our responsibility is to audit the financial statements
and the part of the directors’ remuneration report to
be audited in accordance with relevant legal and
regulatory requirements, United Kingdom Auditing
Standards and the Listing Rules of the Financial
Services Authority. We report to you our opinion as to
whether the financial statements give a true and fair
view and whether the financial statements and the
part of the directors’ remuneration report to be
audited have been properly prepared in accordance
with the Companies Act 1985. We also report to you
if, in our opinion, the directors’ report is not
consistent with the financial statements, if the
company has not kept proper accounting records, if
we have not received all the information and
explanations we require for our audit, or if information
specified by law or the Listing Rules regarding
directors’ remuneration and transactions with the
company and other members of the group is not
disclosed.
We review whether the corporate governance
statement reflects the company’s compliance with the
seven provisions of the Combined Code specified for
our review by the Listing Rules of the Financial
Services Authority and we report if it does not. We are
not required to consider whether the Board’s
statements on internal control cover all risks and
controls or form an opinion on the effectiveness of
the group’s corporate governance procedures or
its risk and control procedures.
We read other information contained in the annual
report and consider whether it is consistent with the
audited financial statements. The other information
comprises only the directors’ report, the unaudited
part of the directors’ remuneration report, the
chairman’s statement, the operating and financial
review, the corporate governance statement and the
five year summary. We consider the implications for
our report if we become aware of any apparent
misstatements or material inconsistencies with the
financial statements. Our responsibilities do not
extend to any information outside the annual report.
Basis of audit opinion
We conducted our audit in accordance with United
Kingdom Auditing Standards issued by the Auditing
Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and
disclosures in the financial statements and the part of
the directors’ remuneration report to be audited. It
also includes an assessment of the significant
estimates and judgements made by the directors in
the preparation of the financial statements, and of
whether the accounting policies are appropriate to the
company’s circumstances, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain
all the information and explanations which we
considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that
the financial statements and the part of the directors’
remuneration report to be audited are free from
material misstatement, whether caused by fraud or
other irregularity or error. In forming our opinion we
also evaluated the overall adequacy of the
presentation of information in the financial statements
and the part of the directors’ remuneration report to
be audited.
Opinion
In our opinion:
• the financial statements give a true and fair view of
the state of affairs of the company and the group as
at 30 April 2003 and of the group’s loss for the year
then ended; and
• the financial statements and the part of the
directors’ remuneration report to be audited have
been properly prepared in accordance with the
Companies Act 1985.
RSM Robson Rhodes LLP
Chartered Accountants and Registered Auditors
Centre City Tower, 7 Hill Street
Birmingham B5 4UU
England
9 July 2003 Before Before
goodwill Goodwill goodwill Goodwill
amortisation amortisation amortisation amortisation
and and Total and and Total
exceptionals exceptionals 2003 exceptionals exceptionals 2002
Notes £’000 £’000 £’000 £’000 £’000 £’000
Turnover 1 82,102 – 82,102 77,405 – 77,405
Continuing operations:
Group and share of joint venture 115,625 – 115,625 102,988 – 102,988
Less: group’s share of joint venture (36,238) – (36,238) (27,705) – (27,705)
Group 79,387 – 79,387 75,283 – 75,283
Acquisitions 2,715 – 2,715 –––
82,102 – 82,102 75,283 – 75,283
Discontinued activities – – – 2,122 – 2,122
82,102 – 82,102 77,405 – 77,405
Cost of sales (46,230) – (46,230) (42,397) – (42,397)
Gross profit 35,872 – 35,872 35,008 – 35,008
Administrative expenses (10,388) (6,436) (16,824) (9,186) (5,726) (14,912)
Provision for impairment and exceptional
costs of disposal 3 – (61,746) (61,746) –––
Group operating profit/(loss) 2 25,484 (68,182) (42,698) 25,822 (5,726) 20,096
Continuing operations:
Existing activities 24,736 (67,834) (43,098) 25,911 (5,726) 20,185
Acquisitions 758 (348) 410 –––
25,494 (68,182) (42,688) 25,911 (5,726) 20,185
Discontinued activities (10) – (10) (89) – (89)
25,484 (68,182) (42,698) 25,822 (5,726) 20,096
Share of operating profit in joint venture 5,568 (1,594) 3,974 3,546 (1,365) 2,181
Total operating profit/(loss) 1 31,052 (69,776) (38,724) 29,368 (7,091) 22,277
Profit on disposal of fixed assets – 1,588 1,588 –––
Share of joint venture profit on disposal 
of fixed asset – – – – 1,021 1,021
Profit on disposal of operations 4 –– – – 1,529 1,529
Profit on disposal of investment 4 –– – – 9,646 9,646
Profit/(loss) on ordinary activities before interest 31,052 (68,188) (37,136) 29,368 5,105 34,473
Net interest payable 5 (12,337) (4,365) (16,702) (9,525) – (9,525)
Profit/(loss) on ordinary activities before taxation 18,715 (72,553) (53,838) 19,843 5,105 24,948
Taxation 6 (6,452) 2,421 (4,031) (6,239) (500) (6,739)
Profit/(loss) on ordinary activities after taxation 12,263 (70,132) (57,869) 13,604 4,605 18,209
Dividends 7 (774) – (774) (2,270) – (2,270)
Transfer (from)/to reserves 20 11,489 (70,132) (58,643) 11,334 4,605 15,939
Earnings/(loss) per share 8
Basic 6.75p (31.85)p 7.52p 10.07p
Diluted 6.74p (31.85)p 7.48p 10.01p
Dividends per share 0.425p 1.252p
32 Mentmore plc Annual Report 2003
Group profit and loss account
for the year ended 30 April 2003 Mentmore plc Annual Report 2003 33
Balance sheets
at 30 April 2003
Group Company
2003 2002 2003 2002
Notes £’000 £’000 £’000 £’000
Fixed assets
Intangible assets 10 53,364 100,906 ––
Tangible assets 11 287,236 250,965 484 570
Investments 12
Subsidiaries – – 254,559 221,003
IME joint venture 34,116 28,096 48,266 44,370
– share of gross assets 74,713 60,457
– share of gross liabilities (54,913) (42,781)
– share of net assets 19,800 17,676
– loans to joint venture 14,316 10,420
Own shares 12 14 12 14
Other 250 250 – –
374,978 380,231 303,321 265,957
Current assets
Stocks 13 1,336 1,824 – –
Development in progress 13 19,200 16,312 – –
Debtors 14 13,988 8,757 91,857 69,218
Investments 15 709 – – –
Cash at bank and in hand 13,396 4,093 11,046 12,891
48,629 30,986 102,903 82,109
Creditors: amounts falling due within one year 16 (41,705) (54,796) (17,223) (77,767)
Net current assets/(liabilities) 6,924 (23,810) 85,680 4,342
Total assets less current liabilities 381,902 356,421 389,001 270,299
Creditors: amounts falling due after more than one year 17 (216,848) (136,278) (216,020) (61,360)
Provisions for liabilities and charges 18 (6,811) (4,475) – (98)
Net assets 158,243 215,668 172,981 208,841
Capital and reserves
Called up share capital 19 18,211 18,131 18,211 18,131
Share premium account 20 130,427 130,148 130,427 130,148
Special reserve 20 – – 3,134 3,134
Other reserve 20 27,226 27,226 49,708 49,708
Profit and loss account 20 (17,621) 40,163 (28,499) 7,720
Equity shareholders’ funds 158,243 215,668 172,981 208,841
Signed on behalf of the Board who approved the accounts on 9 July 2003
NP Smith
Chairman
CD Drysdale
Finance Director 34 Mentmore plc Annual Report 2003
Group cash flow statement
for the year ended 30 April 2003
2003 2002
Notes £’000 £’000
Cash flow from operating activities 25(a) 25,883 31,490
Returns on investments and servicing of finance 25(b) (12,485) (6,854)
Taxation paid (4,561) (5,061)
Capital expenditure and financial investment (24,331) (19,109)
Proceeds from sale of investments 25(b) 2 30,155
Development on behalf of joint venture (2,888) (15,688)
Loans (made to)/repaid by joint venture (3,897) 5,712
Capital expenditure 25(b) (17,548) (39,288)
Acquisitions and disposals 25(b) (16,421) 2,452
Equity dividends paid (2,315) (2,214)
Cash (outflow)/inflow before financing (34,230) 704
Financing:
– issue of shares 359 340
– increase/(decrease) in debt and lease financing 25(b) 52,408 (10,179)
Increase/(decrease) in cash in the year 18,537 (9,135)
Reconciliation of net cash flow to movement in net debt
for the year ended 30 April 2003
2003 2002
Notes £’000 £’000
Increase/(decrease) in cash in the year 18,537 (9,135)
Cash (inflow)/outflow from change in debt and lease financing (52,408) 10,179
Change in net debt resulting from cash flows (33,871) 1,044
Loans and finance leases (acquired)/divested with subsidiary undertakings (8,274) 2,219
Non-cash movements (10,989) (63)
Movement in net debt in the year (53,134) 3,200
Net debt at 1 May 2002 (153,151) (156,351)
Net debt at 30 April 2003 25(c) (206,285) (153,151) Mentmore plc Annual Report 2003 35
Statement of total recognised gains and losses
for the year ended 30 April 2003
2003 2002
£’000 £’000
Group (loss)/profit for the year (58,907) 17,764
Share of profit in joint venture for the year 1,038 445
(Loss)/profit for the year (57,869) 18,209
Currency translation differences on foreign currency net investments 859 46
Total recognised gains and losses in the financial year (57,010) 18,255
Prior year adjustment for deferred tax (note 6) – (3,283)
Total recognised gains and losses since last annual report (57,010) 14,972
Reconciliation of movements in shareholders’ funds
for the year ended 30 April 2003
2003 2002
£’000 £’000
(Loss)/profit for the year (57,869) 18,209
Other recognised gains and losses in the year 859 46
Shares issued 359 378
Dividends (774) (2,270)
Net (reduction)/addition to shareholders’ funds (57,425) 16,363
Opening shareholders’ funds as previously stated 215,668 202,588
Prior year adjustment for deferred tax (note 6) – (3,283)
Opening shareholders’ funds as restated 215,668 199,305
Closing shareholders’ funds 158,243 215,668 36 Mentmore plc Annual Report 2003
Accounting policies
Basis of accounting
The financial statements have been prepared under
the historical cost convention and in accordance with
applicable accounting standards.
Basis of consolidation
The group accounts comprise a consolidation of
the accounts of the company and its subsidiary
undertakings. The results of undertakings acquired
or disposed of are consolidated from or to the dates
when control passes to or from the company.
Goodwill
On the acquisition of a subsidiary undertaking, fair
values are attributed to the net assets acquired
and the consideration to be paid. Goodwill, which
represents the difference between the fair values
of consideration and net assets has been taken to
reserves in respect of acquisitions prior to 30 April
1998. In the event of any future disposal or closure
of the acquired businesses, goodwill taken to reserves
will be expensed in the profit and loss account.
Positive goodwill relating to acquisitions after 
1 May 1998 is shown in the balance sheet as an
intangible asset and amortised evenly over its estimated
useful economic life, which will not exceed 20 years.
In addition to systematic amortisation, the book value
of goodwill is written down to its recoverable amount
when any impairment is identified.
Joint ventures
The group’s interest in joint ventures, which are
accounted for under the gross equity method, comprise
investments which are held for the long term and are
jointly controlled by the group and another entity under a
formal contractual arrangement. The group’s share of the
results of joint ventures is included in the consolidated
profit and loss account. In the consolidated balance
sheet, investments in joint ventures is included at the
group’s share of net assets of the joint ventures together
with any goodwill on acquisition less related amortisation
and impairment write downs. Loans made to joint
ventures which are of a long term nature are included
within investments. The consolidated cash flow
statement includes only dividends received from and
certain financing transactions relating to joint ventures.
Turnover
Turnover represents the total amount receivable,
excluding value added tax, for goods supplied and
services rendered to customers outside of the group.
Tangible fixed assets and depreciation 
Depreciation is provided to write off tangible 
fixed assets, other than freehold land, over their
estimated useful lives as follows:
Freehold buildings 50 years
Long leasehold premises 50 years
Short leasehold premises Period of lease
Plant and equipment 2 – 20 years
Vehicles, fixtures and 
computers 3 – 10 years
In addition to systematic depreciation, where there is
evidence of impairment, fixed assets are written down
to recoverable amount with the write down being
charged to the profit and loss account.
The cost of buildings include all capital spend incurred
in bringing the property to an appropriate condition for
operational use. All other costs are classed as repairs
and maintenance and are written off to the profit and
loss account as incurred.
Investments and investment income
Investments in subsidiary and joint venture
undertakings are included at cost less any provision for
impairment necessary to reduce book value to
recoverable amount. Other investments are included at
cost less any provision for permanent diminution in
value.
Dividend income from group companies is included
in the profit and loss account of the company on a
receivable basis. 
Stocks and assets held for resale
Stocks and assets held for resale are valued at the
lower of cost and net realisable value after making
allowance for obsolete and slow-moving items.
Cost includes material and, where appropriate,
direct labour and production overheads.
Leased assets
Where assets are financed by leasing arrangements
which transfer substantially all the risks and rewards
of ownership of an asset to the lessee (finance leases),
the assets are accounted for as if they had been
purchased and the corresponding capital cost is shown
as an obligation to the lessor. Lease payments are
treated as consisting of a capital element and a finance
charge, the capital element reducing the obligation to
the lessor and the finance charge being written off to
the profit and loss account over the period of the lease
in proportion to the capital amount outstanding.
Depreciation is charged over the shorter of the
estimated useful life and the lease period. Mentmore plc Annual Report 2003 37
All other leases are accounted for as operating leases.
Rentals payable under operating leases are charged
to the profit and loss account on a straight-line basis
over the period of the lease.
Taxation
Current tax, including UK corporation tax and foreign
tax, is provided at amounts expected to be paid or
recovered using tax rates in force at the balance
sheet date.
Deferred taxation is recognised in respect of all timing
differences that have originated but not reversed at the
balance sheet date where transactions or events that
result in an obligation to pay more tax in the future or a
right to pay less tax in the future have occurred at the
balance sheet date. Deferred tax assets are recognised
to the extent that it is regarded as more likely than not
that they will be recovered. Deferred tax assets and
liabilities recognised have not been discounted.
In accordance with FRS 19, deferred tax is not
provided for fair value adjustment gains to fixed
assets and is also not recognised when fixed assets
are revalued unless by the balance sheet date there is
a binding agreement to sell the revalued assets and
the gain or loss expected to arise on sale has been
recognised in the financial statements. Neither is
deferred tax recognised when fixed assets are sold
and it is more likely than not that the taxable gain will
be rolled over, being charged to tax only if and when
the replacement assets are sold.
Provision is made for UK or foreign tax arising on the
distribution to the UK of retained profits of overseas
subsidiary undertakings where dividends have been
recognised as receivable.
Pension costs
The cost of providing retirement pensions and related
benefits is charged to the profit and loss account over
the periods benefiting from the employees’ service.
Foreign currency
Assets and liabilities denominated in foreign currencies
are translated into sterling at closing rates of exchange.
Exchange differences arising from the treatment of net
investments in foreign subsidiaries and related foreign
currency loans are taken directly to reserves. The
trading results of foreign subsidiaries are translated into
sterling using the average exchange rate for the year
and the difference in relation to closing rates is taken 
to reserves. All other currency differences are taken
to the profit and loss account. 38 Mentmore plc Annual Report 2003
Notes to the financial statements
1. Segmental analysis
Total operating Operational
Turnover EBITDA* profit/(loss) net assets
2003 2002 2003 2002 2003 2002 2003 2002
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
By activity:
Continuing operations:
Personal storage 26,034 20,916 10,599 9,486 8,014 7,589 119,916 85,210
Serviced business space 56,068 53,575 21,170 20,904 17,480 18,160 196,977 248,736
Records management – – 7,675 5,122 5,568 3,546 34,116 28,096
Property disposals – 792 – – – 162 – –
Goodwill amortisation
and exceptionals – – – – (69,776) (7,091) – –
82,102 75,283 39,444 35,512 (38,714) 22,366 351,009 362,042
Discontinued operations:
Other – 2,122 (10) (84) (10) (89) – –
82,102 77,405 39,434 35,428 (38,724) 22,277 351,009 362,042
*Earnings before interest, taxes, depreciation, amortisation and exceptionals.
Goodwill amortisation and exceptionals comprise goodwill amortisation of £7.7 million and exceptional items of
£62.1 million charged against operating profit (see note 2).
Operational net assets are net assets excluding own shares, current and other fixed asset investments,
development in progress, cash, borrowings, current and deferred tax and dividends payable.
Turnover all originated in the United Kingdom with the exception of £2.75 million (2002: £2.3 million) which was
supplied in other European countries. Turnover by destination was as follows:
2003 2002
£’000 £’000
United Kingdom 79,352 75,143
Other Europe 2,750 2,262
82,102 77,405
Total operating profit before goodwill amortisation all arose in the United Kingdom with the exception of losses of
£0.6 million (2002: £0.7 million) which were generated in other European countries.
Further analysis of total operating profit after goodwill amortisation and exceptionals is as follows:
2003 2002
Dis- Dis-
Continuing continued Continuing continued
operations Acquisitions activities Total activities activities Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Turnover 79,387 2,715 – 82,102 75,283 2,122 77,405
Cost of sales (44,678) (1,552) – (46,230) (40,842) (1,555) (42,397)
Gross profit 34,709 1,163 – 35,872 34,441 567 35,008
Administrative expenses (9,973) (405) (10) (10,388) (8,530) (656) (9,186)
Exceptional charges (note 2) (62,106) – – (62,106) –––
Goodwill amortisation (5,728) (348) – (6,076) (5,726) – (5,726)
Operating (loss)/profit (43,098) 410 (10) (42,698) 20,185 (89) 20,096
Share of IME operating profit:
Before goodwill amortisation 5,568 – – 5,568 3,546 – 3,546
Goodwill amortisation (1,594) – – (1,594) (1,365) – (1,365)
Total operating (loss)/profit (39,124) 410 (10) (38,724) 22,366 (89) 22,277 Mentmore plc Annual Report 2003 39
2. Operating (loss)/profit
Operating (loss)/profit is stated after charging the following:
2003 2002
£’000 £’000
Goodwill amortisation 6,076 5,726
Depreciation – on owned assets 6,275 4,646
Operating lease rentals – land and buildings 10,891 10,437
– plant, machinery and other 275 239
Auditors’ remuneration – audit work 85 62
During the year, the group’s auditors were paid £82,000 (2002: £22,000) for services other than provided as auditors.
2003
Exceptional charges against operating profit comprise (2002: £nil): £’000
Provision for impairment and exceptional costs of disposal
relating to SBS (see note 3) 61,746
Director termination and associated costs 360
62,106
3. Provision for impairment and exceptional costs of disposal
The group has announced the agreement for the disposal of the serviced business space division for consideration
of £189.0 million (gross). Further details on the contribution of this business to the group’s results are given in note
1 to the financial statements. The provision for impairment and exceptional costs of disposal comprises £54.0
million for impairment of goodwill and £7.7 million for disposal expenses and associated restructuring costs.
4. Profit on disposal of operations and investment
The trade and assets of Homeware Brands were sold on 30 November 2001 at book value. Its contribution to the
group’s results in the previous year are shown under discontinued activities in note 1 to the financial statements.
Imex Holland, which comprised two operating sites, was sold on 4 January 2002 at a profit of £1.5 million. In the
year to 30 April 2002 it contributed turnover of £0.4 million and operating profit of £0.1 million.
The group’s 20% interest in Workspace Group PLC was sold on 21 May 2001 and generated a profit of 
£9.6 million.
5. Net interest payable
2003 2002
£’000 £’000
On bank loans and overdrafts 11,952 8,472
On deferred acquisition loan notes 265 372
Other financing costs – 4
Share of IME joint venture interest 1,652 1,916
Interest payable and similar charges 13,869 10,764
Bank and other interest receivable (1,059) (370)
Interest receivable from IME joint venture (473) (869)
12,337 9,525
Exceptional interest costs and similar charges 4,365 –
Net interest payable 16,702 9,525
The exceptional interest costs and similar charges primarily relate to the cost of restructuring the funding of the
group as part of the process of disposing of the SBS division. 40 Mentmore plc Annual Report 2003
Notes to the financial statements continued
6. Taxation 
The tax charge for the year comprises:
2003 2002
£’000 £’000
Current tax
UK corporation tax at 30% 481 5,192
UK prior year (718) (707)
Total current tax (237) 4,485
Deferred tax
Origination and reversal of timing differences 2,984 1,413
Group tax charge 2,747 5,898
Share of IME joint venture tax 1,284 841
Total tax charge 4,031 6,739
The UK current tax charge includes a credit of £2.4 million in relation to items included within exceptional charges
which qualify for corporation tax relief (2002: charge of £0.5 million relating to the profit on disposal of investment).
The total current tax charge for the year varied from the standard rate of corporation tax in the UK for
the following reasons:
2003 2002
£’000 £’000
(Loss)/profit on ordinary activities before taxation (53,838) 24,948
Standard rate of UK corporation tax at 30% (16,151) 7,484
Effects of:
Goodwill impairment and exceptional costs 17,413 –
Deducting joint venture tax (charge)/credit at the standard rate (1,175) (788)
Goodwill amortisation for which no tax relief is available 2,301 2,127
Capital losses crystallised (135) (2,394)
Capital allowances in excess of depreciation (2,041) (1,253)
Utilisation of tax losses (788) (107)
Other timing differences (155) (53)
Adjustments to tax charge in respect of prior periods (718) (707)
Unrelieved overseas trading losses 198 140
Other permanent differences 1,014 36
Actual total current tax (credit)/charge (237) 4,485
A detailed review of the tax position of the group’s properties was undertaken in the period by an independent firm of
property specialists who have determined that there would be no unprovided liability to tax if the properties were sold
at their balance sheet values due to the availability of indexation relief.
FRS19 (Accounting for deferred tax) was adopted with effect from 1 May 2000. As a result of the change of
accounting policy a prior year adjustment was made during the previous year to 30 April 2002. The group deferred
tax provision in the balance sheet was increased by £2.5 million and the share of IME joint venture net assets were
reduced by £0.8 million resulting in a total reduction in shareholders’ funds of £3.3 million. Mentmore plc Annual Report 2003 41
7. Dividends 
2003 2002
£’000 £’000
Interim paid 0.425p per ordinary share (2002: 0.402p) 774 729
Final proposed nil per ordinary share (2002: 0.85p) – 1,541
774 2,270
8. Earnings per share 
Basic (loss)/earnings per share are calculated on loss after tax of £57.9 million (2002: £18.2 million profit after tax),
divided by 181.7 million ordinary shares (2002: 180.8 million ordinary shares) being the weighted average number
of shares in issue during the year. Diluted earnings per share are calculated after allowing for the dilutive effect of
conversion into ordinary shares of the weighted average number of share options outstanding during the year. The
number of shares used for the diluted earnings per share calculation was 181.9 million (2002: 181.9 million). The
weighted average number of shares used to calculate earnings per share excludes shares held by the Quest (see
note 12).
Basic earnings per share before goodwill amortisation and exceptionals has been separately disclosed on the face
of the profit and loss account to facilitate comparison of the underlying performance of the group. The calculation
uses the same weighted average number of shares in issue as for the basic earnings per share but reflects the
following items:
2003 2002
Profit/
(loss) Earnings Profit Earnings
after tax per share after tax per share
£’000 p £’000 p
As for basic earnings per share (57,869) (31.85) 18,209 10.07
Goodwill amortisation 7,670 4.22 7,091 3.92
Exceptionals (after tax) 62,462 34.38 (11,696) (6.47)
Basic earnings per share before goodwill 
amortisation and exceptionals 12,263 6.75 13,604 7.52
Diluted earnings per share before goodwill amortisation and exceptionals similarly reflects the above adjustments
but uses the same weighted average number of shares in issue as for diluted earnings per share.
9. Employees 
The average monthly number of persons employed by the group was as follows:
2003 2002
Number Number
Personal storage 163 148
Serviced business space 348 337
Other 24 23
535 508
Employment costs relating to the above were:
2003 2002
£’000 £’000
Wages and salaries 10,796 9,322
Social security costs 1,078 968
Pension costs 432 392
12,306 10,682 42 Mentmore plc Annual Report 2003
Notes to the financial statements continued
10. Intangible assets
Goodwill
£’000
Cost
At 1 May 2002 114,615
Arising on acquisition (Note 21) 11,511
Exchange movements 1,099
At 30 April 2003 127,225
Amortisation
At 1 May 2002 13,709
Charge for the year 6,076
Impairment charge for the year (SBS) 54,041
Exchange movements 35
At 30 April 2003 73,861
Net book value
At 30 April 2003 53,364
At 30 April 2002 100,906
11. Tangible assets
Group Company
Plant, Plant,
equipment equipment
Land and and Land and and
buildings vehicles Total buildings vehicles Total
£’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 May 2002 250,801 29,502 280,303 528 323 851
Arising on acquisitions 21,594 1,464 23,058–––
Exchange movements 30 558 588–––
Additions 14,630 9,902 24,532 – 14 14
Disposals (4,477) (510) (4,987) – (148) (148)
At 30 April 2003 282,578 40,916 323,494 528 189 717
Depreciation 
At 1 May 2002 15,102 14,236 29,338 105 176 281
Arising on acquisitions 418 609 1,027–––
Exchange movements 8 68 76 – – –
Charge for the year 3,424 2,851 6,275 13 33 46
Disposals (128) (330) (458) – (94) (94)
At 30 April 2003 18,824 17,434 36,258 118 115 233
Net book value
At 30 April 2003 263,754 23,482 287,236 410 74 484
At 30 April 2002 235,699 15,266 250,965 423 147 570
Land and buildings at cost comprise:
Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Land 96,000 97,869 222 222
Freehold buildings 147,361 115,113 222 222
Long leasehold 20,772 20,632 – –
Short leasehold 18,445 17,187 84 84
282,578 250,801 528 528
The net book value of the group’s plant, equipment and vehicles does not include any assets held under finance leases. Mentmore plc Annual Report 2003 43
12. Investments 
Group Company
Own IME joint Subsidiary IME joint Own
Other shares venture undertakings venture shares
as restated
£’000 £’000 £’000 £’000 £’000 £’000
At 1 May 2002 250 14 28,096 221,003 44,370 14
Additions – – – 50,346 – –
Disposals – (2) – – – (2)
Loans made to IME – – 3,896 – 3,896 –
Share of profit retained by joint venture – – 1,038–––
Impairment provision against SBS subsidiaries – – – (16,790) – –
Exchange movements – – 1,086–––
At 30 April 2003 250 12 34,116 254,559 48,266 12
The group’s other investment, which is held at cost, represents a 15% equity interest amounting to £0.25 million
in Citib@se plc, an unlisted company, which operates in England in the provision of serviced office space.
The company operates a Qualifying Employee Share Ownership Trust (“Quest”) which holds shares issued by the
company in relation to the group’s employee share save schemes. At 30 April 2003 the number of shares held by
the Quest was 26,411 (2002: 102,290) and are included above at the price at which employees can subscribe for
the shares on exercise of their options. Dividends in respect of these shares have been waived whilst being held
by the Quest. During the year the Quest disposed of 75,879 shares on exercise of employee share options.
The group’s investment in its IME joint venture comprises its share of their net assets of £19.8 million
(2002: £17.7 million) and loans of £14.3 million (2002: £10.4 million). 
The group’s principal operating subsidiaries, all of which are wholly owned, are:
Country of operation
Company Activity and registration
Spaces Personal Storage Limited Personal storage UK
Une Pièce en Plus S.A. Personal storage France
Imex Spaces Limited Serviced business space UK
InShops Centres Limited Serviced business space UK
Synex Network Services Limited Serviced business space UK
On 4 January 1999 Iron Mountain Europe Limited, a company registered in the UK, became a 49.9% owned joint
venture undertaking following the disposal of shares to Iron Mountain Incorporated. The principal operating
subsidiaries of the joint venture, all of which are wholly owned and provide records and information management
services are:
Country of operation
Company and registration
Iron Mountain (UK) Limited UK
Datavault Limited UK
Archive Services Limited UK
Iron Mountain Ireland Limited Eire
Memogarde S.A. France
Archivage Actif Groupe Iron Mountain S.A.S. France
Datavault S.A. Spain
Iron Mountain Espana S.A. Spain
Iron Mountain Deutschland GmbH Germany 44 Mentmore plc Annual Report 2003
Notes to the financial statements continued
12. Investments continued
Further details of the group’s share (49.9%) of the joint venture’s net assets as at 30 April 2003 and its share of
profits for the year then ended are given below:
2003 2002
£’000 £’000
Fixed assets 63,794 50,309
Current assets 10,919 10,148
Share of gross assets 74,713 60,457
Liabilities due within one year (22,968) (19,551)
Liabilities due after more than one year (31,945) (23,230)
Share of gross liabilities (54,913) (42,781)
Share of net assets 19,800 17,676
Share of net debt included in net assets above (19,400) (13,044)
The share of net debt disclosed above excludes loans due to the joint venture partners.
2003 2002
£’000 £’000
Turnover 36,238 27,705
EBITDA 7,675 5,122
Profit before tax 2,322 1,286
Taxation (1,284) (841)
Profit after tax 1,038 445
During the year the group charged IME a management fee of £48,000 (2002: £48,000), property rentals of £1.8
million (2002: £0.6 million) and had interest receivable of £0.5 million (2002: £0.9 million). All transactions were
undertaken on an arm’s length basis.
13. Stocks and development in progress
2003 2002
£’000 £’000
Stocks comprise:
Work in progress 941 1,678
Finished goods 395 146 
1,336 1,824
The development in progress of £19.2m comprises a new records management facility for IME in SE London.
This was sold after the year end to a third party at cost and leased back to IME on an arm’s length basis.
14. Debtors
Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Trade debtors 4,742 3,290 – –
Amounts owed by subsidiary undertakings – – 91,235 68,819
Net investment in finance lease and hire purchase agreements 63 86 – –
Corporation tax 868 – – –
Deferred taxation (note 18) – – 186 115
Other debtors 1,866 1,082 38 22
Prepayments and accrued income 6,449 4,299 398 262
13,988 8,757 91,857 69,218
Group debtors falling due after more than one year amounted to £0.1 million (2002: £0.1 million). Mentmore plc Annual Report 2003 45
15. Current asset investments
Current asset investments represent short term money market investments that are immediately realisable.
16. Creditors: amounts falling due within one year
Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Bank loans and overdrafts 882 21,403 – 2,111
Deferred acquisition loan notes 3,042 – 3,042 –
Trade creditors 13,650 10,193 1,509 143
Amounts owed to subsidiary undertakings – – 2,893 70,714
Social security and other taxes 1,456 1,300 123 1,068
Corporation tax – 3,914 – –
Other creditors 1,159 1,811 12 570
Accruals and deferred income 21,516 14,634 9,644 1,620
Proposed dividend – 1,541 – 1,541
41,705 54,796 17,223 77,767
17. Creditors: amounts falling due after more than one year 
Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Bank loans and overdrafts 209,118 131,798 208,672 57,317
Deferred acquisition loan notes 7,348 4,043 7,348 4,043
Borrowings 216,466 135,841 216,020 61,360
Other creditors 382 437 – –
216,848 136,278 216,020 61,360
The above borrowings are repayable as follows:
Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Between one and two years 5,364 62,781 5,000 28,503
Between two and five years 211,102 71,671 211,020 32,857
After five years – 1,389 – –
216,466 135,841 216,020 61,360
The aggregate amount of all loans repayable by instalment, of which any instalment is due for repayment after
five years is £nil (2002: £1.4 million) for the group and £nil (2002: £nil) for the company. These were bank loans
which were secured on certain property assets of the group and attracted interest at LIBOR plus a margin of
1.25%. 46 Mentmore plc Annual Report 2003
Notes to the financial statements continued
18. Provisions for liabilities and charges 
Charged
to profit
At 1 May and loss Paid in Arising on At 30 April
2002 account the year acquisitions 2003
£’000 £’000 £’000 £’000 £’000
Group
Pensions 131 120 (251) – –
Deferred tax 4,344 2,984 – (517) 6,811
4,475 3,104 (251) (517) 6,811
Company
Pensions 98 120 (218) – –
The group’s deferred tax provision comprises:
2003 2002
£’000 £’000
Accelerated capital allowances 8,933 6,668
Short-term timing differences (596) (822)
Losses (1,526) (1,502)
6,811 4,344
The company’s deferred tax asset (note 14) comprises accelerated capital allowances and short term timing
differences.
19. Called up share capital
2003 2002
Number Number
000’s £’000 000’s £’000
Authorised 
Ordinary shares of 10p each 200,000 20,000 200,000 20,000
Issued and fully paid 
Ordinary shares of 10p each 182,108 18,211 181,311 18,131
The change in the issued share capital during the year arose as follows:
Number
000’s £’000
At 1 May 2002 181,311 18,131
Issued on exercise of employee share options 797 80
At 30 April 2003 182,108 18,211
During the year the group operated six share option schemes: The Mentmore Sharesave Scheme 1992
(“Sharesave”), The Mentmore 1994 and 1996 Executive Share Option Schemes (“1994 Scheme” and
“1996 Scheme” respectively), The Mentmore  Senior Executive Share Option Scheme (“1999 Scheme”),
The Iron Mountain Europe Approved Executive Share Option Plan (“IME Approved) and The Iron Mountain Europe
Unapproved Executive Share Option Plan (“IME Unapproved”). Options over 3,102,031 ordinary shares in the
company lapsed in the year without being exercised. Options were exercised in respect of 873,806 shares during
the year (including those satisfied by the Quest). Mentmore plc Annual Report 2003 47
19. Called up share capital continued
The total number of Mentmore shares under option in these schemes at 30 April 2003 was 11,107,468 
(2002: 12,439,506 shares) as follows:
Option Number of
Scheme Date of grant Normal date of exercise price shares
Sharesave 1.2.2001 1.3.2004 – 31.8.2004 172.0p 30,170
1.2.2001 1.3.2006 – 31.8.2006 172.0p 28,250
25.1.2002 1.3.2005 – 31.8.2005 108.0p 188,206
25.1.2002 1.3.2007 – 31.8.2007 108.0p 56,997
1994 Scheme 2.8.1998 2.8.2001 – 1.8.2008 91.3p 53,715
15.12.1999 15.12.2002 – 14.12.2009 172.7p 226,513
14.12.2000 14.12.2003 – 13.12.2010 204.6p 324,377
2.10.2001 2.10.2004 – 1.10.2011 120.3p 24,937
18.1.2002 18.1.2005 – 17.1.2012 138.4p 450,764
14.1.2003 14.1.2006 - 13.1.2013 81.75p 36,697
1996 Scheme 2.8.1998 2.8.2001 – 1.8.2005 91.3p 197,285
15.12.1999 15.12.2002 – 14.12.2006 172.7p 52,980
14.12.2000 14.12.2003 – 13.12.2007 204.6p 213,305
12.4.2001 12.4.2005 – 11.4.2008 112.8p 124,114
2.10.2001 2.10.2004 – 1.10.2008 120.3p 58,187
18.1.2002 18.1.2005 – 17.1.2009 138.4p 543,031
14.1.2003 14.1.2006 - 13.1.2010 81.75p 463,303
1999 Scheme 4.1.1999 4.1.2004 – 3.1.2009 115.0p 3,563,523
20.9.1999 20.9.2004 – 19.9.2009 143.166p 2,200,000
18.1.2002 18.1.2007 –17.1.2012 134.5p 580,000
15.1.2003 15.1.2008 - 14.1.2013 78.83p 1,200,000
IME Approved 8.10.2001 8.10.2004 – 7.10.2011 89.8p 327,984
4.9.2002 4.9.2005 - 3.9.2012 104.0p 28,788
14.01.2003 14.1.2006 - 13.01.2013 81.75p 91,687
IME Unapproved 8.10.2001 8.10.2004 – 7.10.2008 89.8p 17,258
4.9.2002 4.9.2005 - 3.9.2009 104.0p 7,197
14.1.2003 14.01.2006 - 13.1.2010 81.75p 18,200 20. Reserves 
Share Profit
premium Special Other and loss
account reserve reserve account
£’000 £’000 £’000 £’000
Group 
At 1 May 2002 130,148 – 27,226 40,163
Shares issued in year 279–––
Loss for the year transferred to reserves – – – (58,643)
Exchange movements – – – 859
At 30 April 2003 130,427 – 27,226 (17,621)
Company
At 1 May 2002 130,148 3,134 49,708 7,720
Shares issued in year 279–––
Loss for the year transferred to reserves – – – (36,226)
Exchange movements – – – 7
At 30 April 2003 130,427 3,134 49,708 (28,499)
At 30 April 2003 the cumulative amount of goodwill written off against group reserves amounted to £25.6 million
(2002: £25.6 million). As permitted by Section 230 of the Companies Act 1985, no profit and loss account is
presented for the company. The loss attributable to shareholders, dealt with in the accounts of the company
was £35.5 million (2002: profit of £3.5 million).
The special reserve arises from the capital reduction approved by shareholders on 4 October 1995. It comprises
cancelled deferred shares of £2.4 million, cancelled share premium of £3.2 million and the company’s negative
profit and loss account reserves at 31 March 1995 of £2.5 million. The reserve, which will not be available for
distribution in the foreseeable future, was utilised by the group in 1996 to write off part of the goodwill arising
on the acquisition of Spaces Personal Storage Limited.
21. Acquisitions
During the year the group acquired Aardvark Self Storage and Rent A Space. Goodwill on acquisition arose as
follows:
Conformity
Book value of Provisional fair 
prior to accounting value of net 
acquisition policies Revaluations assets acquired
£’000 £’000 £’000 £’000
Fair value of liabilities acquired
Tangible fixed assets 12,418 – 9,612 22,030
Debtors (including deferred tax of £517,000) 1,318 – – 1,318
Borrowings (including overdrafts of £947,000) (9,221) – – (9,221)
Other creditors (2,381) (160) – (2,541)
2,134 (160) 9,612 11,586
Fair value of consideration
Deferred acquisition loan notes 7,603
Cash and expenses of acquisition 15,494
23,097
Goodwill arising on acquisition 11,511
In accordance with FRS6 the group has disclosed the fair value of the assets acquired as provisional.
The acquisitions did not have any material impact on the results of the group to 30 April 2003.
48 Mentmore plc Annual Report 2003
Notes to the financial statements continued Mentmore plc Annual Report 2003 49
22. Commitments and contingent liabilities 
(a) Operating lease commitments 
The group was committed to make the following payments over the forthcoming 12 months in respect of
operating leases which expire:
2003 2002
Land and Land and
buildings Other buildings Other
£’000 £’000 £’000 £’000
Within one year 80 17 –8
Between one and two years –82 80 17
Between two and five years 1,005 174 910 213
Over five years 10,223 – 9,870 –
11,308 273 10,860 238
(b) Contingent liabilities 
The group had no contingent liabilities on documentary credits at 30 April 2003 (2002: £nil). The company and
certain of its subsidiary undertakings have entered into cross-guarantee agreements in relation to banking facilities
made available to other group companies. At 30 April 2003 the company’s contingent liability under these was £nil
(2002: £94 million).
23. Pensions 
In preparing the financial statements for the current year, the group has adopted the transitional arrangements of 
FRS 17 “Retirement Benefits”. As in previous years, expenses have been charged under SSAP 24.
a) Pension disclosures under SSAP 24
The group’s pension costs for the year ended 30 April 2003 are analysed below:
2003 2002
£’000 £’000
Other pension costs comprise:
Regular cost 38 30
Amortisation of experience deficit 82 70
Defined benefit scheme 120 100
Defined contribution schemes 312 292
Amount of the pension charge under SSAP 24 432 392
There are no outstanding contributions in respect of the group’s defined contribution schemes at 30 April 2003 
or 2002.
The group’s pension costs for its defined benefit scheme are determined with the advice of independent qualified
actuaries. Triennial actuarial valuations of the pension scheme are performed by a qualified actuary using the
projected unit method. The most recent formal actuarial review of the defined benefit pension scheme was at 30 April
2003. The market value of the scheme assets at that date was £2.3m and the level of funding was 83%. The
assumptions used by the actuary are best estimates chosen from a range of possible actuarial assumptions which,
due to the timescale covered, may not necessarily be borne out of practice. The main actuarial assumptions used in
the valuation were:
Investment returns 7.5% pa
Salary increases 4.1% pa
Future pension increases 2.6% pa
The company is eliminating the deficit by increasing its contributions in the seven year period to 30 April 2010. The
deficit in the scheme is being recognised as a variation from regular cost over seven years in accordance with
actuarial advice. Provisions include £nil (2002: £131,000) in respect of the deficit of accumulated pensions costs over
the amounts funded. 50 Mentmore plc Annual Report 2003
23. Pensions continued
(b) Supplementary pensions disclosures under FRS 17 
The profit and loss account charge for pension costs, the accounting policies and the disclosures above are given on
the basis of Statement of Standard Accounting Practice 24. SSAP 24 is going to be replaced by Financial Reporting
Standard 17. The additional disclosures that follow are given in preparation for FRS 17 being adopted, relate only to
the defined benefit scheme and omit certain comparative figures in accordance with the transitional rules of FRS 17.
The most recent actuarial valuation of the group’s defined benefit scheme was carried out as at 30 April 2003 by
independent actuaries, using the projected unit method, to assess the scheme’s liabilities as at 30 April 2003. The
scheme assets are stated at their market value at 30 April 2003. It should be noted that the methodology and
assumptions prescribed for the purposes of FRS 17 mean that the disclosures will be inherently volatile, varying
greatly according to investment market conditions at each accounting date.
(i) Contributions
The defined benefit scheme employers’ contributions for 2003 were £38,000 (2002: £30,000) and the employers’
contribution rate has been fixed at £10,045 per month until 30 April 2010. The additional contributions in respect of
the pension scheme actuarial deficit are in accordance with the recommendations of the scheme actuary.
(ii) Assumptions
The major assumptions used by the actuary in assessing scheme liabilities on a FRS 17 basis were:
At 30 April At 30 April
2003 2002
% %
Rate of increase in salaries 4.1 4.3
Rate of increase in pensions in payment 2.6 2.8
Discount rate 5.5 5.9
Inflation assumption 2.6 2.8
(iii) FRS 17 balance sheet information
The fair value of the scheme’s assets which are not intended to be realised in the short term and may be subject to
significant change before they are realised, and the present value of the scheme’s liabilities, which are derived from
cash flow projections over long periods and thus inherently uncertain, were:
Long-term Long-term
Value at rate of return Value at rate of return
30 April expected at 30 April expected at
2003 30 April 2003 2002 30 April 2002
£’000 % £’000 %
Equities and property 944 7.5 1,007 8.0
Fixed interest 1,163 5.0 1,169 5.5
Cash and other 154 1.5 72 5.0
Fair value of assets 2,261 2,248
Present value of scheme liabilities (2,723) (2,615)
Actuarial deficit (462) (367)
Deferred tax at 30% 139 110
Actuarial deficit after tax (323) (257)
Notes to the financial statements continued Mentmore plc Annual Report 2003 51
23. Pensions continued
(d) Net assets and profit and loss reserve 
If the group’s pension scheme deficit had been recognised in the group’s financial statements, the net assets and
profit and loss reserve of the group and company would be as follows:
Group Company
2003 2002 2003 2002
Net assets £’000 £’000 £’000 £’000
Net assets as reported on SSAP 24 basis 158,243 215,668 172,981 208,841
Add back SSAP 24 pensions creditor (net of deferred tax) – 92 – 92
FRS 17 pension liability (net of deferred tax) (323) (257) (323) (257)
Net assets on FRS 17 basis 157,920 215,503 172,658 208,676
2003 2002 2003 2002
Profit and loss reserve £’000 £’000 £’000 £’000
Profit and loss reserve as reported on SSAP 24 basis (17,621) 40,163 (28,499) 7,720
FRS 17 pension liability (net of deferred tax) (323) (257) (323) (257)
Profit and loss reserve on FRS 17 basis (17,944) 39,906 (28,822) 7,463
(e) Analysis of the amount that would have been charged to operating profit
2003
£’000
Current service cost 38
Past service cost –
Total operating charge 38
(f) Analysis of the amount that would have been credited to other finance income
2003
£’000
Expected return on pension scheme assets 151
Interest on pension scheme liabilities (150)
1
(g) Analysis of the amount that would have been recognised in statement of total recognised 
gains and losses (“STRGL”)
2003
£’000
Actual return less expected return on pension scheme assets (203)
Experience gains and losses arising on the scheme liabilities (1)
Changes in assumptions underlying the present value of the scheme liabilities (100)
Actuarial loss recognised in STRGL (304) 52 Mentmore plc Annual Report 2003
23. Pensions continued
(h) Movement in pension scheme deficit during the year
2003
£’000
Deficit in scheme at beginning of year (367)
Current service costs (38)
Contributions 246
Past service costs –
Other finance income 1
Actuarial loss (304)
Deficit in scheme at end of year (462)
It should be noted that the scheme is closed to new entrants and so the use of the projected unit valuation 
method required by FRS 17 means that the current service cost is likely to increase as the last member 
approaches retirement. 
(i) History of experience gains and losses
2003
Difference between expected and actual return on scheme assets:
Amount (£’000) (203)
Percentage of scheme assets (%) (9)
Experience gains and losses on scheme liabilities:
Amount (£’000) (1)
Percentage of the present value of the scheme liabilities (%) –
Total amount recognised in statement of total recognised gains and losses:
Amount (£’000) (304)
Percentage of the present value of the scheme liabilities (%) (11)
Notes to the financial statements continued Mentmore plc Annual Report 2003 53
24. Financial instruments
The major financial risks facing the group, treasury policy and the use of financial instruments are discussed in the
financial review on pages 17 and 18. The group has taken advantage of the exemption under FRS 13 to exclude
short term debtors and creditors from the following disclosures.
Currency and interest rate risk profile of financial assets and liabilities
After taking into account interest rate swaps the currency and interest rate profile of the group’s financial assets
and liabilities was:
Non-
Floating interest
Total rate bearing
Financial assets £’000 £’000 £’000
At 30 April 2003:
Sterling 28,762 28,512 250
Euro 40 40 –
28,802 28,552 250
At 30 April 2002:
Sterling 14,918 14,668 250
Euro 15 15 –
14,933 14,683 250
Financial assets comprise: cash £13.4 million (2002: £4.1 million), loans to joint ventures £14.3 million
(2002: £10.4 million), other fixed asset investments £0.3 million (2002: £0.3 million), current asset investments 
£0.7 million (2002: £nil) and long-term debtors £0.1 million (2002: £0.1 million). Cash at bank and in hand bears
interest at prevailing market rates. Loans to the joint venture bears interest at rates agreed between the joint
venture partners and during the year ranged from 3.6% to 4.2%.
It is not possible to compute the weighted average period until maturity for financial assets on which no interest is paid.
Weighted
Weighted average
Non- average period for
interest Floating Fixed fixed which rate
Total bearing rate rate rate fixed
Financial liabilities £’000 £’000 £’000 £’000 % Years
At 30 April 2003:
Sterling 219,062 2,000 217,062–––
Euro 1,327 - 1,327–––
220,389 2,000 218,389–––
At 30 April 2002:
Sterling 156,298 – 146,298 10,000 7.05 0.56
Euro 946 – 946–––
157,244 – 147,244 10,000 – –
Financial liabilities comprise borrowings of £220.4 million. The weighted average period until maturity for financial
liabilities on which no interest is paid is 3 years (2002: none). Floating rate liabilities bear interest based on LIBOR
with the exception of £75 million which is subject to an interest rate collar which caps LIBOR at 7.26%, has a floor
of 5.50% and which expires in May 2004. 54 Mentmore plc Annual Report 2003
Notes to the financial statements continued
24. Financial instruments continued
Maturity of financial liabilities
The maturity of financial liabilities was as follows:
2003 2002
Borrowings Borrowings
£’000 £’000
Within one year 3,924 21,403
Between one and two years 5,364 62,781
Between two and five years 211,101 71,671
After five years – 1,389
220,389 157,244
Fair values of financial assets and liabilities
The book values and estimated fair values of financial assets and liabilities was as follows:
2003 2002
Book value Fair value Book value Fair value
£’000 £’000 £’000 £’000
Other fixed asset investments 250 250 250 250
Financial assets excluding other fixed asset investments 28,552 28,552 14,697 14,697
Borrowings (220,389) (220,389) (157,244) (157,244)
Interest rate swaps –– – (866)
Other matters
At 30 April 2003 the group did not have outstanding any forward currency contracts and had £47 million undrawn
amounts under its committed banking facilities. Currency gains and losses taken through the profit and loss
account during the year were immaterial. Mentmore plc Annual Report 2003 55
25. Cash flow statement
(a) Reconciliation of operating (loss)/profit to cash flow from operating activities
2003 2002
£’000 £’000
Operating (loss)/profit (42,698) 20,096
Goodwill amortisation and impairment 60,117 5,726
Depreciation charge 6,275 4,646
Loss on sale of tangible fixed assets 105 21
Decrease in stocks 488 320
(Increase)/decrease in debtors (3,754) 613
Increase in creditors 5,481 98
Decrease in provisions for liabilities and charges (131) (30)
Net cash inflow from operating activities 25,883 31,490
(b) Analysis of cash flows for headings netted in cash flow statement
2003 2002
£’000 £’000
Returns on investments and servicing of finance
Interest received 283 370
Interest paid (12,768) (7,224)
Net cash outflow for returns on investments and servicing of finance (12,485) (6,854)
Proceeds from sale of investments
Workspace Group PLC – 29,947
Own shares 2 208
Net cash inflow for sale of investments 2 30,155
Capital expenditure 
Purchase of tangible fixed assets (23,620) (40,074)
Sale of tangible fixed assets 6,072 786
Net cash outflow for capital expenditure (17,548) (39,288)
Acquisitions and disposals
Acquisitions (note 25d) (15,474) (38)
Bank (overdrafts)/cash acquired with acquisitions (947) 3
Sale of Homeware Brands – 658
Sale of Imex Holland – 1,829
Net cash (outflow)/inflow for acquisitions and disposals (16,421) 2,452
Financing
Debt due within one year – increase in borrowings – 4,134
Debt due beyond one year – increase in borrowings 219,233 7,191
Debt due within one year – repayment of borrowings (13,985) (4,200)
Debt due beyond one year – repayment of borrowings (152,840) (17,296)
Capital element of finance lease rental payments – (8)
Net cash inflow/(outflow) from financing 52,408 (10,179) 56 Mentmore plc Annual Report 2003
25. Cash flow statement continued
(c) Analysis of changes in net debt
Other
At 1 May non-cash At 30 April
2002 Cash flow Acquisitions movements 2003
£’000 £’000 £’000 £’000 £’000
Cash at bank and in hand 4,093 9,303 – – 13,396
Current asset investments – 709 – – 709
Overdrafts (9,076) 8,525 – 11 (540)
(4,983) 18,537 – 11 13,565
Debt due within one year (12,327) 13,985 (2,000) (3,042) (3,384)
Debt due after one year (135,841) (66,393) (6,274) (7,958) (216,466)
(148,168) (52,408) (8,274) (11,000) (219,850)
Total net debt (153,151) (33,871) (8,274) (10,989) (206,285)
Other non-cash movements relate to deferred acquisition loan notes, loan amortisation costs written off during the
year and foreign exchange differences.
(d) Acquisitions
2003 2002
£’000 £’000
Cash consideration and acquisition costs paid 13,474 38
Shareholder loans repaid on acquisition 2,000 –
15,474 38
Notes to the financial statements continued Mentmore plc Annual Report 2003 57
Five year financial summary
as restated
2003 2002 2001 2000 1999
£’000 £’000 £’000 £’000 £’000
Summarised profit and loss accounts
Turnover 82,102 77,405 75,019 48,788 25,931
Underlying operating profit 31,052 29,368 29,217 19,298 8,037
Goodwill amortisation (7,670) (7,091) (6,251) (3,049) –
Disposal of SBS (61,746) ––––
Other exceptional items (360) – – (990) –
Operating profit (38,724) 22,277 22,966 15,259 8,037
Disposal of fixed assets 1,588 1,021 2,541 956 –
Disposal of operations – 1,529 – (467) 4,433
Disposal of investment – 9,646 –––
Investment income – – 683 190 –
Profit/(loss) before interest (37,136) 34,473 26,190 15,938 12,470
Interest payable (net) (16,702) (9,525) (10,854) (4,754) (1,215)
Profit/(loss) on ordinary activities before taxation (53,838) 24,948 15,336 11,184 11,255
Taxation (4,031) (6,739) (6,152) (2,336) (1,413)
Profit/(loss) for the financial year (57,869) 18,209 9,184 8,848 9,842
Dividends (774) (2,270) (2,237) (2,099) (998)
Retained profit/(loss) transferred to reserves (58,643) 15,939 6,947 6,749 8,844
Earnings/(loss) per share:
– underlying 6.75p 7.52p 7.36p 8.10p 6.32p
– basic (31.85)p 10.07p 5.24p 6.20p 11.50p
Dividends per share 0.425p 1.252p 1.222p 1.222p 1.155p
Summarised balance sheets
Fixed assets 374,978 380,231 354,669 296,312 37,736
Net current assets/(liabilities) 6,924 (23,810) (3,820) (11,225) 11,592
Total assets less current liabilities 381,902 356,421 350,849 285,087 49,328
Creditors: amounts falling due
after more than one year (216,848) (136,278) (148,199) (106,589) (12)
Provisions for liabilities and charges (6,811) (4,475) (3,345) (842) (133)
Net assets 158,243 215,668 199,305 177,656 49,183
Share capital 18,211 18,131 18,097 17,186 8,621
Reserves 140,032 197,537 181,208 160,470 40,562
Equity shareholders’ funds 158,243 215,668 199,305 177,656 49,183
Following the adoption of FRS19 (Deferred Tax) with effect from 1 May 2000 comparative figures for 2001 have
been restated; earlier years have not been restated.  58 Mentmore plc Annual Report 2003
Advisers
Auditors RSM Robson Rhodes LLP
Centre City Tower
7 Hill Street
Birmingham B5 4UU
Bankers Barclays Bank plc
15 Colmore Row
Birmingham B3 2EP
Bank of Scotland
123 St. Vincent Street
Glasgow G2 5EA
Royal Bank of Scotland
8 Park Row
Leeds
West Yorkshire LS1 5AH
Lloyds TSB Bank
125 Colmore Row
Birmingham B3 2DS
Financial adviser Bridgewell Limited
Old Change House
128 Queen Victoria Street
London EC4V 4BJ
Financial public relations Buchanan Communications Limited
107 Cheapside
London EC2V 6DT
Lawyers Eversheds LLP
115 Colmore Row
Birmingham B3 3AL
Registrars Northern Registrars Limited 
Northern House 
Woodsome Park 
Fenay Bridge 
Huddersfield HD8 0LA 
Shareholder information line: 0870 162 3131
Stockbrokers Hoare Govett
250 Bishopsgate
London EC2M 4AA Mentmore plc, Park House, 14 Pepys Road, London SW20 8NH Company number 307397
Designed by RC:D London Limited Produced by RC:D/Creative Consortium Photography Graeme Harris Printed by SV.two
Contents
01 Financial highlights
02 Chairman’s statement
04 Chief executive’s statement
06 Operating review
16 Financial review
19 Board of directors
20 Directors’ remuneration report
26 Corporate governance
28 Directors’ report
30 Statement of directors’  
responsibilities
31 Independent auditors’ report
32 Group profit and loss account
33 Balance sheets
34 Group cash flow statement
34 Reconciliation of net cash flow
to movement in net debt
35 Statement of total recognised
gains and losses
35 Reconciliation of movements
in shareholders’ funds
36 Accounting policies
38 Notes to the financial statements
57 Five year financial summary
58 Advisers
Personal storage
The group has 53 centres
providing self-managed
storage units for personal
customers and small and
medium-sized businesses
on flexible terms.
Records management
A partnership with Iron
Mountain Incorporated,
providing records and data
management services
across Europe.
Serviced business space
The group has 225
serviced business space
centres offering trading
or office space on flexible
terms to businesses 
of all kinds. Mentmore plc
Park House
14 Pepys Road
London SW20 8NH
T 020 8946 3159
E investorrelations@mentmore.plc.uk
enquiries@mentmore.plc.uk
W www.mentmore.plc.uk Mentmore plc Annual Report 2003
Mentmore plc Annual Report 2003