ANNUAL REPORT & ACCOUNTS 2005 HIGHLIGHTS:
2 I DE VERE GROUP PLC I HIGHLIGHTS
OPERATIONAL ACHIEVEMENTS
•  STRONG UNDERLYING PERFORMANCE IN BOTH HOTEL BRANDS REFLECTING GOOD  
PROGRESS ON THE GROUP’S STRATEGY.
•  ROCE INCREASED TO 7.5% AND STRONG FOCUS ON RETURNS CONTINUES. 
•  PROPERTY REVALUATION DISCLOSED A £102 MILLION NET SURPLUS TO BOOK VALUE, TAKING 
NET ASSET VALUE PER SHARE INCLUDING THIS SURPLUS TO 786 PENCE.
•  SUCCESSFUL CONCLUSION OF HISTORICAL TAX ISSUES RESULTS IN £44 MILLION CREDIT TO 
P&L ACCOUNT; GROUP WILL NOT PAY TAX IN THE MEDIUM-TERM. 
•  SALE AND MANAGE-BACK OF THE DE VERE BELFRY FOR £186 MILLION; EXCEPTIONAL PROFIT 
OF £57 MILLION; RETURN OF £183 MILLION TO SHAREHOLDERS VIA SPECIAL DIVIDEND. 
•  VILLAGE PIPELINE STRONG WITH BOURNEMOUTH, HULL AND SWANSEA UNDER  
CONSTRUCTION AND LEEDS SOUTH AND ELSTREE EXCHANGED, SUBJECT TO PLANNING. 
•  DE VERE MANAGEMENT CONTRACT IN SPAIN ANNOUNCED IN THE YEAR; SECOND  
MANAGEMENT CONTRACT AGREED POST YEAR-END.
2004/05 FINANCIAL CALENDAR
Annual General Meeting 10 February 2006
Payment of Final Dividend 17 February 2006 
Announcement of Interim Results May 2006
Payment of Interim Dividend June 2006
Preliminary Announcement of Annual Results November 2006
HIGHLIGHTS I ANNUAL REPORT & ACCOUNTS 2005 I 3
CONTENTS
Highlights 2
Financial Calendar 3 
Chairman’s Statement 4
Chief Executive’s Strategy Review 6
Operating Review 10
Financial Review 13
Report of the Directors 15
Board of Directors 16
Statement on Corporate and  
Social Responsibility  18
Corporate Governance 21
Directors’ Remuneration Report 24
Statement of Directors’ Responsibility  30
Independent Auditors’ Report 31
Accounting Policies 32
Consolidated Proﬁt and Loss Account 34
Balance Sheets 35
Consolidated Cash Flow Statement 36
Other Statements 37
Notes to the Accounts 38
Preliminary IFRS Opening Balance Sheet 60
Shareholder Information 65
Advisers to De Vere Group Plc 66
Property Locations 67
KEY FINANCIALS
    2005 2004
   NOTES £M £M % CHANGE
 
Headline 
Turnover  312.0 321.8 -3.0
Proﬁt before tax  59.0 41.6 +41.6
Basic EPS (pence)  107.26 24.78 +332.9
Total dividend (pence)  173.02 13.10 –
 
Excluding exceptional items    
Proﬁt before tax  42.0 45.6 -7.8
Basic EPS (pence)  30.68 27.98 +9.7
Ordinary dividend (pence) 1 14.02 13.10 +7.0
 
Underlying results 2
Turnover  294.9 274.2 +7.5
EBITDA  67.8 63.5 +6.7
 
ROCE – return on capital employed 3 7.5% 7.1% +0.4points
Notes: 
1 Excluding special dividend 
2 Excluding exceptional items and disposals 
3 Excluding exceptional items, disposals, new openings and capital work-in-progress CHAIRMAN’S 
STATEMENT:
THE BOARD OF DE VERE GROUP PLC IS PLEASED 
WITH THE PROGRESS MADE DURING THE YEAR 
ON THE DELIVERY OF THE GROUP’S FOUR-PART 
STRATEGY LAUNCHED 18 MONTHS AGO, THE 
FOUNDATIONS OF WHICH ARE NOW FIRMLY IN 
PLACE. TRADING PERFORMANCE FOR THE YEAR ON 
AN UNDERLYING BASIS HAS BEEN ENCOURAGING.
4 I DE VERE GROUP PLC I CHAIRMAN’S STATEMENT
THE LORD DARESBURY
Non-executive Chairman
RESULTS AND EPS
Underlying Group turnover excluding the 
impact of disposals and exceptional items  
was £294.9 million, up by 7.5% on 2004, 
and underlying EBITDA rose by 6.7% to  
£67.8 million (2004: £63.5 million).  
Pre-exceptional EPS rose by 9.7% to  
30.68 pence (2004: 27.98 pence).
The Group has this year also realised 
signiﬁcant value for shareholders through 
the sale and manage-back of The De Vere 
Belfry. The net proceeds of this transaction 
were returned to shareholders via a special 
dividend in March 2005.
A revaluation has been carried out on the 
Group’s property portfolio, resulting in a 
net surplus of £102 million over book value. 
At the year-end, had the full surplus been 
included in the balance sheet, net assets per 
share would have amounted to 786 pence.
Total EPS, including exceptional items credited 
to proﬁt and loss account, was 107.26 pence.
DIVIDEND
The Board is recommending a ﬁnal dividend  
of 9.44 pence per Ordinary share payable  
on 17 February 2006 to shareholders on the 
register at 20 January 2006. The ﬁnal dividend 
together with the interim dividend of  
4.58 pence per Ordinary share, makes a total 
Ordinary dividend of 14.02 pence (2004: 13.10 
pence), an increase of 7%. A special dividend of 
159 pence per share was paid in March 2005.
LORD DARESBURY, CHAIRMAN CAPITAL EXPENDITURE 2004/05
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Since the year-end we have strengthened 
our Board with the appointment of David 
Richardson, who joins as a Non-executive 
Director. I was also delighted to welcome 
Matthew Fearn in October 2005 as Group 
Finance Director and I am sure that both 
David and Matthew will bring new insight  
to our business.
Matthew replaces Roger Stubbs who retires 
in January. Roger has been instrumental 
to the Group’s development, particularly 
since he assumed the role of Group Finance 
Director in 1999. His commitment to the 
Group over the last 26 years is greatly 
appreciated and we wish him a long and 
happy retirement.
PEOPLE
The progress made this year could not 
have been achieved without the best 
efforts of all our staff, guided by a strong 
management team. It is clear that the Group 
has maintained its strong position in the 
marketplace, evidenced by the results of  
three benchmark industry surveys, which  
rank De Vere Hotels’ customer loyalty as the 
highest within the industry. We intend to 
build on this ﬁrm foundation by investing 
further in the development of our people 
through the roll-out of a new customer 
service training programme called ‘Shine!’ 
which commenced in the ﬁnal quarter.
I remain conﬁdent that the combined efforts 
of our teams and the impact of our four-part 
strategy will continue to deliver growth for 
our shareholders.
CURRENT TRADING & OUTLOOK
During the ﬁrst nine weeks of the new 
ﬁnancial year like-for-like turnover at De Vere 
Hotels, excluding DVRO, increased by 2.9% 
and RevPAR on the same basis grew by 4.2%.
Timeshare sales at the new Carrick site have 
lifted DVRO turnover by over 100%. However, 
sales conversion, having improved over 
August and September, turned more variable 
in October and November such that margins 
are under continued pressure. 
In Village, like-for-like sales grew by 3.4% 
whilst RevPAR, driven by increased occupancy, 
was ahead by 3.0%.
Health & ﬁtness trading conditions remain 
challenging with like-for-like membership 
down 1.6% and 1.4% in Greens and Village 
respectively. Like-for-like sales in Greens are 
down on last year by 0.4%.
Cost pressures from energy and business 
rates continue to place pressure on margins. 
In spite of signiﬁcant increases seen in 2005, 
the anticipated increases for 2006 are £1.5 
million in De Vere Hotels, £1.2 million in 
Village and £0.8 million in Greens. However, 
these increases will be partially offset by 
continued progress expected on operational 
efﬁciency initiatives.
Following the ﬁre at G&J Greenall the team 
were back distilling within seven days, an 
incredible accomplishment. Bottling has 
been outsourced and customer relationships 
are being maintained on a positive footing. 
However, comparisons to last year are 
meaningless and importantly our insurance 
covers loss of proﬁt.
Looking forward, we are conﬁdent that 
our reservations and revenue management 
strategies will drive accommodation revenue 
ahead of the market. Health and ﬁtness 
trading is likely to remain difﬁcult and action 
is being taken in DVRO to ensure that we 
emerge from the December/January quiet 
period in a stronger position.
Notwithstanding external cost pressures that 
are being felt across the industry, we are 
cautiously optimistic about the outcome for 
the year as a whole. 
CHAIRMAN’S STATEMENT I ANNUAL REPORT & ACCOUNTS 2005 I 5
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TOTAL SALES 2004/05
CHIEF EXECUTIVE’S 
STRATEGY REVIEW:
The sale and manage-back of The De Vere 
Belfry in March was perhaps the most 
signiﬁcant event of the year. The hotel 
was sold to the Quinn Group for £186 
million, a 47% premium to net book value. 
The full net proceeds were returned to 
shareholders via a special dividend of 159 
pence per share. In parallel, we negotiated 
a 25-year management contract.
We have also completed a full revaluation 
of our assets during the year, resulting in a 
net gain of £102 million. This gain, along 
with the signiﬁcant value realised through  
The De Vere Belfry transaction, is clear 
evidence of the beneﬁts of asset ownership 
and of our commitment to maximising 
shareholder value.
The successful conclusion of some of the 
Group’s historical tax issues means that we 
have been able to recognise a £44 million 
deferred tax beneﬁt. As a result, the Group 
is now unlikely to pay tax in the medium-
term, signiﬁcantly beneﬁting cashﬂow and 
post-cash tax returns.
Turning to our four-part strategy:
6 I DE VERE GROUP PLC I CHIEF EXECUTIVE’S STRATEGY REVIEW
WE HAVE ACHIEVED STRONG UNDERLYING 
RESULTS IN THE YEAR, NOTWITHSTANDING 
SIGNIFICANT ADVERSE MOVEMENTS IN EXTERNAL 
COSTS. GOOD PROGRESS HAS BEEN MADE IN ALL 
AREAS OF OUR FOUR-PART STRATEGY WHICH HAS 
NOW MOVED INTO THE DELIVERY PHASE.
•  £183 MILLION RETURNED TO 
SHAREHOLDERS VIA SPECIAL 
DIVIDEND OF 159 PENCE 
FOLLOWING THE SALE AND 
MANAGE-BACK OF THE  
DE VERE BELFRY IN MARCH.
THE DE VERE BELFRY CARL LEAVER, CHIEF EXECUTIVE 
CARL LEAVER 
Chief Executive LEVERAGING OUR STRONG BRANDS
This year we commenced the roll-out of a 
customer service programme across the 
business, implemented comprehensive 
measurement systems to track customer 
satisfaction and developed new logos for 
our two hotel brands. The beneﬁts can be 
seen in the results of JD Power’s inaugural 
European Hotel Guest Satisfaction Study, in 
which De Vere Hotels ranked top in the ﬁrst 
class category. This was in addition to the 
results of two leading industry surveys, the 
BDRC British Hotel Guest Survey 2005 and 
BDRC UK Meetings Survey 2005, Select 
Brands, which reported that De Vere Hotels 
enjoys the highest level of customer loyalty 
in the leisure and conference segments 
respectively. These levels of guest satisfaction 
support our RevPAR premia of 31% and  
41% for De Vere Hotels and Village Hotels  
& Leisure Clubs respectively.
Our customer relationship management 
(CRM) strategy is already delivering great 
results with CRM campaigns generating 
£0.75 million of incremental revenue from 
the leisure market this year. Weekend 
occupancy in De Vere Hotels rose by almost 
2% points over the summer period (June to 
August). 
IMPLEMENTING OPERATIONAL EXCELLENCE
The leading-edge reservations system, Fidelio 
Opera, has been fully implemented across 
Village and De Vere Hotels. The ability to 
deliver real-time availability and price parity 
through the internet has driven a dramatic 
increase in room bookings through our 
brand websites, accounting for 6.0% of 
total bookings in the six months since it 
was launched, versus 0.7% in the same 
period last year. Real-time availability via 
GDS supported a 24% (£1.5 million) revenue 
growth through this channel. In addition, 
we are on track to save £0.75 million per 
annum by increased efﬁciency and reduced 
transaction costs.
During the year we piloted our new 
revenue management system and selected 
a preferred software system, IdeaS. Full 
implementation across all hotels is expected 
to be completed during the next ﬁnancial 
year and early results from the pilot give us 
conﬁdence that a signiﬁcant uplift in RevPAR 
is achievable. 
We are on target to achieve procurement and 
efﬁciency savings of £3 million per annum by 
2006/07, having achieved approximately two-
thirds of this by 2004/05. However, increased 
utility costs and business rates are likely to 
more than offset these gains.
The sharing of best practice in health & 
ﬁtness membership sales processes resulted 
in a strong increase in membership numbers 
in both Village and Greens during the ﬁrst 
half. However, the gain in membership 
numbers was eroded in the second half as a 
result of an increasingly competitive trading 
environment.
CHIEF EXECUTIVE’S STRATEGY REVIEW I ANNUAL REPORT & ACCOUNTS 2005 I 7
•  1ST PLACE IN THE FIRST CLASS 
SEGMENT IN THE INAUGURAL 
JD POWER EUROPEAN HOTEL 
GUEST SATISFACTION STUDY .
•  ROLL-OUT OF CULTURE 
CHANGE PROGRAMME FROM 
SEPTEMBER 2005.
• NEW BRAND LOGOS DEVELOPED.
•  SIGNIFICANT INCREASE IN WEB 
BOOKINGS IN 6 MONTHS AFTER 
IMPLEMENTATION OF  
RESERVATION SYSTEM.
•  REVENUE MANAGEMENT SOFTWARE 
TRIALLED; ANTICIPATED REVPAR 
UPLIFT OF 3-4%.
•  ON TARGET TO ACHIEVE £3.75  
MILLION EFFICIENCY SAVINGS.
BRANDS OPERATIONAL EXCELLENCE VILLAGE GROWTH
Bedroom extensions to the existing estate 
are progressing ahead of plan. A 28 
bedroom extension at Village Bury was 
completed in July 2005 followed by 32 
bedrooms added at Village Cardiff in 
August 2005. We are currently building 
additional bedrooms at Cheadle (42 
bedrooms) and Nottingham (51 bedrooms) 
and have gained planning permission for a 
42 bedroom extension at Village Newcastle 
and 36 bedrooms at Leeds.
The new site roll-out also continues apace. 
Village Walsall, which opened in December 
2004, continues to perform ahead of 
expectations. Village Bournemouth is due 
to open in December 2005 and will be 
followed by Village Hull in February 2006 
and Swansea in January 2007. Subject 
to planning permission, we have now 
exchanged contracts on a site in South 
Leeds and a site in Elstree. In addition, we 
are at advanced stages of negotiation on a 
further three sites, with a strong pipeline of 
opportunities identiﬁed.
IMPROVING DE VERE RETURNS
We announced in April 2005 the ﬁrst 
expansion of the De Vere brand overseas 
with the management contract at Roda Golf 
& Beach Resort, Murcia. This 150 bedroom 
hotel with spa and 18-hole championship 
golf course is scheduled to open in 2008. 
We have also agreed, with the same owner, 
a management contract over a smaller hotel 
and golf development at nearby Corvera. 
Development opportunities elsewhere look 
promising. 
We remain excited about the development 
opportunities within our existing De Vere 
estate, although planning delays have 
pushed back timescales signiﬁcantly. 
Nevertheless, planning permission has 
been received for 41 bedrooms at Dunston 
Hall, where construction will begin in 
spring 2006. We are progressing planning 
applications for a further 125 bedrooms 
across six hotels.
De Vere Resort Ownership (DVRO) provides 
an important route to enhanced returns. 
Over and above The Carrick development, 
two further opportunities within the existing 
estate have been identiﬁed, although 
planning will be sensitive. However, in the 
short-term, DVRO’s performance is being 
impacted due to its close link to consumer 
conﬁdence and the property market, both 
of which have slowed during 2005.
RETURNS TARGET
When our four-part strategy was launched 
two years ago, we targeted a 10% Group 
EBIT return on capital employed (ROCE) 
by the end of 2007. This goal has been 
critical in achieving internal alignment with 
shareholder interests and to galvanise the 
entire organisation to focus on returns.
We have made good progress toward this 
goal in the last two years, increasing EBIT 
returns from 6.5% to 7.5%, excluding 
disposals, new openings and capital 
work-in-progress. This has been achieved 
despite a difﬁcult consumer environment 
impacting our health & ﬁtness businesses 
and DVRO and substantial increases in 
utilities and business rates that will now 
exceed our original projections by £6.5 
million in 2006/07. In addition, planning 
has delayed the construction of high 
returning developments at existing De Vere 
hotels and has meant that these projects 
will now have an adverse impact on returns 
in 2006/07, rather than the anticipated 
positive contribution.
8 I DE VERE GROUP PLC I CHIEF EXECUTIVE’S STRATEGY REVIEW
VILLAGE GROWTH
• NEW VILLAGE OPENED AT WALSALL.
• 5 HOTELS UNDER CONSTRUCTION OR IN PLANNING.
•  EXTENSION PROGRAMME ON TRACK – EXTRA 150+ 
BEDROOMS ADDED OR CURRENTLY UNDER CONSTRUCTION; 
PLANNING GRANTED FOR ADDITIONAL 75+ BEDROOMS.
CHIEF EXECUTIVE’S STRATEGY REVIEW (CONTINUED) Moreover, there have been a number 
of material non-trading items that have 
complicated the overall picture, including 
the sale and manage-back of The De Vere 
Belfry, which, whilst clearly a very good deal 
for shareholders, diluted returns by 20 bps. 
Also, the movement in deferred tax has had 
the effect of increasing capital employed 
by £58 million and the property revaluation 
has resulted in an impairment charge of £40 
million, despite a net increase in values of 
£102 million.
Looking ahead, changes to accounting 
standards will lead to further complexity in 
the areas of share-based payments and non-
cash IFRS adjustments to capital employed. 
The combined effect is that, whilst we are 
making good progress on our four-part 
strategy and are achieving a post-cash tax 
return ahead of the Group’s cost of capital, 
we will now not achieve a 10% return by 
2006/07.
It is the Board’s view, particularly given the 
current market position of our hotel brands, 
that there is real synergy between owning 
and operating. Well-targeted investment 
and improved operational performance have 
both contributed signiﬁcantly to the uplift in 
property values reported in these results. 
Looking forward, we have been clear where 
we see further investment opportunities 
within our existing estate and are conﬁdent 
of improving trading across the Group. 
Accordingly, our shareholders can expect to 
continue to beneﬁt not only from increased 
earnings but also from growth in asset 
values.
In this context, it remains the Board’s 
belief that a focus on returns is the best 
framework for disciplined decision-
making. It has helped reshape our business 
approach, re-energised our internal teams 
and repositioned us as a Company that 
will have no hesitation in selling assets 
where a disposal can realise a higher value 
than could be achieved through continued 
ownership. Our resolve in this regard has 
been evidenced by our decisions to dispose 
of Village Prestwich and Village Swindon, 
the De Vere Bellhouse and the De Vere 
Dormy, and most signiﬁcantly, the sale and 
manage-back of The De Vere Belfry. 
We remain conﬁdent that our four-part 
strategy will continue to deliver growth  
and higher returns. 
CHIEF EXECUTIVE’S STRATEGY REVIEW I ANNUAL REPORT & ACCOUNTS 2005 I 9
DE VERE RETURNS
•  RODA MANAGEMENT CONTRACT; 1ST EXPANSION OF THE DE VERE 
BRAND OUTSIDE OF THE UK.
•  PLANNING RECEIVED FOR 41-BEDROOM EXTENSION AT DUNSTON 
HALL AND RE-DEVELOPMENT OF GOLF FACILITIES AT THE RECENTLY 
ACQUIRED GOLF COURSE ADJACENT TO OULTON HALL. 
•  PLANNING CONSENT BEING PURSUED FOR BEDROOM EXTENSIONS 
AT 6 FURTHER HOTELS, 2 TIMESHARE RESORTS, 3 SPAS AND 
ADDITIONAL GOLF COURSE WITHIN EXISTING ESTATE.  OPERATING REVIEW:
DE VERE HOTELS
Like-for-like turnover, excluding DVRO, 
increased by 3.9% and like-for-like EBITDA, 
before exceptional items, increased by 7.8% 
to £34.6 million (2004: £32.1 million), with 
EBITDA margin increasing by 0.9% points 
to 24.6%. This margin improvement is the 
result of improvements in purchasing and 
tighter control of labour cost and comes 
despite an increase of £1 million in energy 
costs and business rates. Operating proﬁt  
on the same basis increased by 14.5% to  
£24.6 million (2004: £21.5 million).
Like-for-like RevPAR rose 5.2% against 1.8% 
in the rest of the upper provincial market. 
Occupancy on a like-for-like basis increased 
by 0.5% points to reach 75.1% and average 
room rate rose by 4.6% to £87.45.
Sales at DVRO were £9.6 million, up by 
20.7% due to recognition of sales at the 
new Carrick development. Sales conversion 
rates were signiﬁcantly lower from January 
in line with weaker consumer conﬁdence, 
resulting in a breakeven position for the 
year at operating proﬁt (2004: £0.8 million) 
due to the operational gearing of the 
business. Towards the end of the ﬁnancial 
year, management action had returned sales 
conversion rates to normal levels.
At the year-end there were 19 De Vere hotels 
(including two hotels under management 
contract) with 3,064 rooms (2004: 3,318 
rooms). The sale of the De Vere Bellhouse 
was completed in November 2004 and 
contracts were exchanged in September 
2005 on the De Vere Dormy, which closed in 
December 2004 pending its sale for 
residential development. These disposals, 
together with the sale of The De Vere Belfry, 
caused turnover for the De Vere brand as a 
whole to drop to £167.3 million compared  
to £187.9 million in 2004 and overall  
pre-exceptional operating proﬁt to end the 
year at £30.4 million from £36.9 million.
DE VERE HOTELS
10 I DE VERE GROUP PLC I OPERATING REVIEW
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����������������� VILLAGE HOTELS & LEISURE CLUBS
Underlying turnover grew by 15% with 
the new Villages at Maidstone and Walsall 
performing ahead of expectations. On a 
like-for-like basis, turnover increased by 
3.4%. Before exceptional items underlying 
EBITDA was up by 11.7%, with the like-
for-like estate up by 7.5%, driven by an 
improvement in margin of 1.2% points 
to 32%. This margin improvement was 
achieved despite an increase of £0.6 million 
in energy costs and business rates.
Occupancy on a like-for-like basis was 78.7% 
(2004: 80.6%). This reduction arose during 
the second and third quarters while the 
new reservation system was implemented. 
However, the beneﬁts of improved 
distribution, notably via the internet, 
provided growth in occupancy in the fourth 
quarter. Average room rate was up by 3.2% 
to £56.88 and RevPAR was ahead by 0.7% 
for the year as a whole.
Overall health & ﬁtness membership grew 
to 62,300 (2004: 58,500) due to the impact 
of new clubs. In the mature estate, strong 
membership growth in the ﬁrst half was 
eroded in the second half leaving closing 
membership level with the prior year.
At the year-end there were 14 Village 
Hotels & Leisure Clubs with 1,471 rooms 
(2004: 1,313).
VILLAGE HOTELS & LEISURE CLUBS
OPERATING REVIEW I ANNUAL REPORT & ACCOUNTS 2005 I 11
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����������������� 12 I DE VERE GROUP PLC I OPERATING REVIEW
GREENS 
A strong increase in membership numbers in 
the ﬁrst half resulted in sales growth in the 
year of 4.1% to £32.5 million (2004: £31.2 
million). However, proﬁtability was impacted 
by the increase in energy costs and rates of 
£0.5 million, equivalent to 1.5% of sales.  
In spite of this, EBITDA margin was level with 
last year and EBITDA was up by 3.7% to  
£7.5 million (2004: £7.2 million). Operating 
proﬁt increased by 14.4% to £4 million 
(2004: £3.5 million). At the year-end 
membership was 68,900 (2004: 68,400).
G&J GREENALL 
Turnover increased by 6.6% to £30.7 million 
(2004: £28.8 million). However, due to the 
impact of pricing in the new production 
contract for Bacardi gin, margins reduced 
and EBITDA was £2.0 million against  
£2.2 million in 2004. Operating proﬁt was 
£1.2 million compared to £1.5 million in 2004.
Since the year-end, in October 2005, a 
serious ﬁre destroyed the bottling plant 
and warehouse. The distillery was not badly 
damaged and production of gin and vodka 
resumed within one week. Subject only to 
a minor excess, the property and stock are 
insured as is any consequential loss of proﬁt 
for up to two years.
OPERATING REVIEW (CONTINUED)
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GREENS FINANCIAL REVIEW I ANNUAL REPORT & ACCOUNTS 2005 I 13
FINANCIAL REVIEW:
THE GROUP HAS DELIVERED A STRONG UNDERLYING PERFORMANCE  
IN AN EVENTFUL YEAR:
•  THE BELFRY WAS SOLD FOR £186 MILLION REALISING A PROFIT  
OF £57 MILLION.
•  THE ENTIRE PROCEEDS, NET OF COST, WERE RETURNED TO 
SHAREHOLDERS WITHIN A FORTNIGHT OF COMPLETION.
•  PROPERTY REVALUATION RECORDED A £102 MILLION NET SURPLUS 
TO BOOK VALUES.
•  SUCCESSFUL RESOLUTION OF HISTORIC TAX ISSUES RESULTED IN  
A £44.1 MILLION CREDIT TO THE PROFIT AND LOSS ACCOUNT.
EXCEPTIONAL ITEMS
On 16 March 2005, the Group completed  
the sale and manage back of The De Vere 
Belfry to Quinn Group, for proceeds of  
£186 million. The Group negotiated a  
25-year contract to manage the hotel under 
the De Vere brand, delivering an annual 
income of approximately £2 million.
The net proceeds from The Belfry 
transaction were returned to shareholders 
in the form of a 159 pence special dividend, 
amounting to £183.4 million, which was 
paid on 29 March 2005. A 5 for 7 share 
consolidation exercise was also undertaken 
to ensure consistency in share price and 
earnings per share.
During the year, the Directors commissioned 
a valuation of the Group’s property 
portfolio. The De Vere branded properties 
were valued by Gerald Eve and the Villages 
by Fleurets. The valuation of these assets 
taken together with the directors’ valuation 
of the Greens business revealed a net surplus 
of £102 million.
Within the surplus, the property valuation 
highlighted a deﬁcit on certain properties 
and these deﬁcits have been booked as an 
impairment in the current year.
The total impairment charge amounts to 
£39.7 million, of which £31.4 million relates 
to the hotels and £8.3 million is in respect of 
the directors’ valuation of the Greens Health 
& Fitness business. The Greens impairment 
is calculated on a portfolio basis and reﬂects 
the recent slowdown in the health & ﬁtness 
market and also the expected effect of 
increased energy costs coupled with the ﬁrst 
round rent reviews on many properties.
Having taken the impairment charge from 
the book values of the relevant assets but, 
in accordance with the Group’s accounting 
policy, not recognised revaluation surpluses 
the total valuation is £142 million in excess 
of book values.
INTEREST
Net interest charges for the year of £11.2 
million (2004: £12.0 million) include a £1.6 
million interest receipt on a Corporation Tax 
refund (2004: includes a £1.1 million interest 
receipt on a Corporation Tax refund). Costs 
associated with the mark-to-market of a 
terminated interest rate swap plus the write-
off of arrangement fees in respect of the old 
Revolving Credit Facility, together totalling 
£1.0 million, were charged to interest in 
the year. Excluding all exceptional items, net 
interest was covered 4.7 times by operating 
proﬁt (2004: 4.8 times).
TAXATION
Excluding all exceptional items, the Group 
tax charge in the proﬁt and loss account 
represents 28.1% of proﬁt before taxation 
(2004: 29.8%). The actual Corporation 
Tax payable is substantially lower than the 
proﬁt and loss charge as a result of the 
availability of brought forward tax losses and 
accelerated capital allowances on our capital 
expenditure programme.
The sale of The Belfry enabled the release of 
£7.4 million of the deferred tax provision as 
timing differences existing prior to sale will 
not now reverse. Signiﬁcantly, no Capital 
Gains Tax on the disposal proﬁt will be 
payable.
Considerable progress has been made 
during the year regarding the tax position 
surrounding the period of the disposal of 
the two pub estates in 1999 and 2000, 
and the trading element of losses has been 
agreed. This has allowed tax on £147 million 
of losses, £44.1 million, to be recognised 
as a deferred tax credit in the proﬁt and 
loss account. Assuming the current level of 
proﬁtability and investment are maintained, 
the combination of capital allowances and 
these tax losses will result in the Group 
paying little or no Corporation Tax in the 
medium-term.
ROGER STUBBS, FINANCE DIRECTOR 14 I DE VERE GROUP PLC I FINANCIAL REVIEW
Agreement has yet to be reached with 
the tax authorities on the capital gains 
element of the pub disposals that are being 
considered on an asset by asset basis. The 
computations submitted indicate that no 
tax will be payable.
CASH FLOW
The principal cash movements during the 
period were an operating cash ﬂow of 
£54.9 million (2004: £78.1 million before 
exceptional outﬂows of £12.0 million). 
There was a cash outﬂow from working 
capital as timeshare stocks increased due 
to the construction of the new lodges at 
The Carrick. During the year there was a 
Corporation Tax refund of £9.6 million 
(2004: £9.4 million).
Capital expenditure was £59.3 million 
(2004: £41.9 million) and disposal proceeds 
of £198.3 million primarily related to the 
sale of The De Vere Belfry and the Bellhouse.
TREASURY
Group treasury operations are managed 
centrally and operate within a treasury 
policy approved by the Treasury Committee. 
This Committee has formal terms of 
reference from the Board and is responsible 
for the development and review of treasury 
policy, procedures and reporting.
The primary objectives of treasury policy are 
to ensure that adequate and cost-effective 
funding arrangements are maintained 
to ﬁnance current and planned future 
activities and that exposure to ﬁnancial 
risk is minimised. It is not the policy of the 
Group to trade in or enter into speculative 
transactions.
GEARING
Net borrowings as at 25 September 2005 
amounted to £205.3 million (2004: £202.7 
million). Gearing was 40.1% (2004: 33.9%).
FUNDING ARRANGEMENTS
On 8 December 2004 the Group completed 
the early re-ﬁnancing of its Revolving Credit 
Facility with a new ﬁve-year £200 million 
ﬁnancing agreement. This re-ﬁnancing 
led to the write-off of costs relating to the 
termination of the old facility totalling  
£1.0 million, including the mark-to-market 
of a £20 million 5.31% interest rate swap 
which was due to expire in 2010.
At the year-end, committed funding of 
£314.5 million (2004: £294.2 million) was 
in place from both bank and debt market 
sources. Of these facilities £99 million was 
undrawn (2004: £88 million).
Further details of the Group’s borrowings 
are disclosed in Note 17 to the Accounts.
FINANCIAL RISK MANAGEMENT
It is the Group’s policy to ﬁx interest rates 
on approximately 50%-60% of its 
borrowings. At the year-end 60% of 
borrowings were at ﬁxed rates of interest. 
An analysis of ﬁxed rate borrowings is 
provided in Note 17 to the Accounts. In 
September 2005, as part  
of this policy, the Group entered into a  
£20 million interest rate swap contract to  
ﬁx rates at 4.42% for 10 years.
Taking into account the Group’s ﬁxed rate 
borrowings, it is estimated that a one-
percentage point change in interest rates 
would affect interest payable during the 
next ﬁnancial year by approximately £1.1 
million.
Aside from the US $100 million Guaranteed 
senior loan notes, for which all cash ﬂows 
are fully hedged, transactions conducted in 
foreign currencies are not signiﬁcant in the 
context of the Group’s overall business.
SHAREHOLDERS’ RETURNS
Basic earnings per share, excluding 
exceptional items, increased by 9.7% to 
30.68 pence (2004: 27.98 pence).
The Board is recommending a ﬁnal dividend 
of 9.44 pence per Ordinary share bringing 
Ordinary dividends for the year to 14.02 
pence per share (2004: 13.10 pence).
PENSIONS
The ﬁnancial statements continue to comply 
with the transitional disclosure requirements 
of FRS 17 – Retirement Beneﬁts. Note 20 to 
the Accounts sets out the funding position 
of The Greenalls Group Pension & Life 
Assurance Scheme (“the Scheme”).
Scheme assets appreciated in the year by 
£26.7 million including £2.9 million in 
respect of the special contribution paid by 
the Company. However, the discount factor 
used to derive the present value of the 
pension liability has been reduced to 5.05% 
in line with the fall in bond yields, thereby 
increasing the liability. The net effect under 
FRS17 is that the deﬁcit after deferred tax 
has increased to £25.2 million (2004: £22.2 
million).
INTERNATIONAL FINANCIAL REPORTING  
STANDARDS (“IFRS”)
The Group will produce its ﬁrst ﬁnancial 
statements in accordance with IFRS for the 
year ending 24 September 2006. This will 
require an opening balance sheet to be 
prepared under IFRS as at 27 September 
2004 and an income statement, statement 
of recognised income and expense, balance 
sheet and cash ﬂow statement for the year 
to 25 September 2005.
A separate section entitled “Preliminary IFRS 
Opening balance sheet as at 27 September 
2004” has been included on pages 60 to 64 
within the report and accounts to highlight 
both the effect of IFRS on the transition 
balance sheet and the major changes to 
the accounting policies that arise from the 
switch to IFRS.
FUTURE DEVELOPMENTS
The Group’s ﬁnances are well placed to 
progress the ambitious organic expansion 
plans and take advantage of appropriate 
acquisition opportunities should they arise.
ROGER STUBBS 
Group Finance Director
FINANCIAL REVIEW (CONTINUED) REPORT OF THE DIRECTORS
The Directors have pleasure in submitting 
their Report and the Accounts for the year 
ended 25 September 2005.
Business review
A review of the Group’s activities, 
performance during the year and an 
indication of likely future developments are 
set out on pages 6 to 12.
An analysis of the operating profit by class 
of business is shown in Note 1 to the 
Accounts on page 38.
Dividends
The Board is recommending a final dividend 
of 9.44 pence per Ordinary share to be 
paid on 17 February 2006 to shareholders 
registered in the register of members of the 
Company at the close of business on 20 
January 2006. A special interim dividend of 
159 pence per Ordinary share was paid to 
shareholders on 29 March 2005 following 
the completion of the sale and manage-back 
of The De Vere Belfry. On 20 June 2005 an 
interim dividend of 4.58 pence per share 
was paid to shareholders. The final dividend 
which is subject to shareholders approval 
together with the interim dividend, makes a 
total Ordinary dividend for the year ended  
25 September 2005 of 14.02 pence, 
compared with 13.10 pence per Ordinary 
share for the year ended 26 September 2004.
Share capital
On 21 March 2005 a 5 for 7 share 
consolidation was undertaken in order to 
maintain comparability of share prices, 
earnings and dividends per share before 
and after payment of the special dividend. 
The effect of this exercise was to reduce the 
number of shares in issue from 115,323,880 
shares, with a nominal value of 22
2
/ 9 pence 
per share to 82,374,200 shares, with a 
nominal value of 31
1
/ 9 pence per share.
Details of changes in share capital during 
the year are given in Note 22. Since the 
year-end 84,075 Ordinary shares of 31
1
/ 9 
pence each have been issued under the 
Executive Share Option Scheme and the 
Sharesave Scheme.
The Company did not purchase any of 
its Ordinary shares during the year. The 
existing authority granted by shareholders 
for the Company to purchase its own shares 
remains in force until the AGM on  
10 February 2006.
Substantial interests as at  
30 November 2005
The Company has been notified of the 
following interests pursuant to section 198 
of the Companies Act 1985:
 
 %
Bridgemere Securities Ltd 13.38
AXA SA 13.10
Merrill Lynch & Co Inc 4.76
Legal & General Investment  
Management 4.28
UBS AG 3.15
Man Financial Ltd 3.19
The Directors’ interests in share capital 
are separately reported in the Directors’ 
Remuneration Report on page 28.
Directors
The names and brief biographical details 
of the Directors who held office during the 
year are set out on pages 16 and 17. Since 
the year-end David Richardson and Matthew 
Fearn have both joined the Board and their 
details are set out below. Carl Leaver and 
Debbie Hewitt retire by rotation and, being 
eligible, offer themselves for re-election. As 
explained on page 21 the Board has been 
through a formal evaluation process and the 
Directors are satisfied that it is appropriate 
to recommend them for re-election.
David Richardson
David Richardson joined the Board as an 
Independent Non-executive Director with 
effect from 28 October 2005.
David was formerly Finance Director of 
Whitbread Plc and he will bring considerable 
experience to the Board. David is also a 
Non-Executive Director of The Board of Forth 
Ports Plc, Dairy Crest Group Plc and Serco 
Group Plc. Age 54.
Matthew Fearn
Matthew Fearn joins as Finance Director 
from Whitbread where he held the position 
of Corporate Finance Director since 2004. 
Matthew originally trained as a Chartered 
Accountant with Arthur Andersen and 
held a number of different positions with 
Whitbread from 1992 until joining De Vere 
Group Plc. Matthew will take over from 
Roger Stubbs following his retirement in 
January. Age 41.
David Richardson and Matthew Fearn were 
appointed as Directors by the Board on 
28 October 2005 and 4 November 2005 
respectively and in accordance with the 
Company’s Articles of Association offer 
themselves for election at the AGM. In line 
with best practice, Alan Jackson, who has 
been a Non-executive Director for over nine 
years, also offers himself for re-appointment 
as a Director until the next AGM. 
The performance of each Director proposed 
for re-appointment or re-election continues 
to be effective and they have demonstrated 
commitment to the role.
The interests of the Directors in the Ordinary 
shares of the Company, details of the 
Directors’ service contracts and other details 
of their remuneration are set out in the 
Directors’ Remuneration Report on pages 
24 to 29.
Auditors
Ernst & Young LLP have expressed 
their willingness to continue in office 
in accordance with section 385 of the 
Companies Act 1985. A resolution re-
appointing them as auditors for the ensuing 
year will be proposed at the Company’s 
Annual General Meeting.
Special business of Annual  
General Meeting
The Annual General Meeting is to be  
held at 11.30am on 10 February 2006  
at De Vere Daresbury Park Hotel, Daresbury, 
Warrington, Cheshire, WA4 4BB. The Notice 
of Meeting, Agenda and explanations of 
any Special Business of the Annual General 
Meeting are sent to shareholders separately.
The Directors will this year seek shareholders’ 
approval for the introduction of a new 
Performance Share Plan which will replace 
the existing long-term incentives for Executive 
Directors and other Senior Executives.
By Order of the Board,
David Edwards 
Company Secretary
30 November 2005
 
REPORT OF THE DIRECTORS I ANNUAL REPORT & ACCOUNTS 2005 I 15 THE LORD DARESBURY, DL
Non-executive Chairman
Appointed a Director in 1984. 
He first joined the Company 
in 1977 and became Chief 
Executive in February 1997. 
Following the sale of the Pubs & 
Restaurants business in 1999 he 
was appointed Non-executive 
Chairman. Recently appointed 
Chairman of Kazakhgold Plc, 
he is also Chairman of Aintree 
Racecourse Company Limited 
and Naastar Plc. Age 52.
CARL LEAVER
Chief Executive
Appointed Chief Executive on 
1 September 2003. He was 
previously Managing Director 
of Travel Inn, a division of 
Whitbread PLC. Prior to that he 
held several positions within 
Whitbread PLC. He has also 
worked for Forte Plc, Mars Inc 
and Nomura International Plc. 
Age 37.
ROGER STUBBS
Group Finance Director
Appointed Group Finance 
Director in December 1999.  
He joined the Company in 1979 
as Financial Controller of the Off 
Licence Division subsequently 
becoming its Finance Director. 
In 1991 he became Finance 
Director of Premier House and 
in 1997 was appointed Finance 
Director of the Hotels & Leisure 
Division. He retires with effect 
from 2 January 2006. Age 54.
STEVE MORGAN, OBE
Non-executive Director
Appointed as a Non-executive 
Director in March 2000. He 
is the former Chairman and 
founder of Redrow Group Plc 
and of St David’s Hotels Limited 
prior to its acquisition by the 
Company. He is also a Director 
of the Bridgemere group of 
companies and Harrow Estates 
Plc. Age 52.
16 I DE VERE GROUP PLC I BOARD OF DIRECTORS
BOARD OF DIRECTORS
at 25 September 2005 BOARD OF DIRECTORS I ANNUAL REPORT & ACCOUNTS 2005 I 17
NIGEL WALMSLEY 
A,R,N
Independent 
Non-executive Director
Appointed as an independent 
Non-executive Director in 
May 2001. He is Chairman of 
the Audit Committee and a 
member of the Remuneration 
and Nomination Committees. 
He is a Council Member of 
the Advertising Standards 
Authority and Chairman of 
Broadcasters Audience Research 
Board Limited where he also 
chairs the Finance Committee. 
He was formerly Chairman of 
Carlton Television and Managing 
Director of Capital Radio Plc. 
Age 63.
DEBBIE HEWITT 
A,R,N
Independent 
Non-executive Director
Appointed as an independent 
Non-executive Director in 
May 2002. She chairs the 
Remuneration Committee and 
is a member of the Audit and 
Nomination Committees. She is 
the Managing Director of RAC 
Rescue and sits on the Office of 
Government Commerce Board. 
Age 42.
ALAN JACKSON 
A,R,N
Senior Independent 
Non-executive Director
Appointed as an independent 
Non-executive Director in 1993 
and senior Non-executive 
Director in 2002. He is Chairman 
of the Nomination Committee 
and a member of the Audit and 
Remuneration Committees. He 
is Chairman of The Restaurant 
Group Plc, Non-executive 
Chairman of Charles Wells 
Limited and a Non-executive 
Director of Regent Inns Plc.  
Age 62.
 
BOARD COMMITTEES:
(A)
 Audit Committee 
(R)
 Remuneration Committee 
(N)
 Nomination Committee The Board takes account of the importance 
of social, ethical and environmental 
matters to the business as part of the risk 
management process. In particular, the 
Board identifies and assesses whether there 
are any significant risks to the Group’s short 
and long-term value arising from social, 
environmental and ethical matters as well as 
opportunities to enhance value.
The workplace
Group policies and practices are focused 
on creating an open culture throughout 
the organisation where employees are 
encouraged to reach their full potential. The 
Group has clear organisational values which 
are reinforced by leadership skills that build 
teams of capable and energetic people. The 
key focus for all employees, customer facing 
and backstage, is around providing special 
experiences for guests and customers.
Values
The Company values were devised after 
consultation with employees at all levels 
from across the organisation. This process 
looked at the behaviours people valued most 
at work and identified the current strengths 
of our business.
The values are:
•  We set our sights high and deliver great 
results.
•  We‘re one team, pulling together.
•  We’re straight-forward and have respect 
for each other.
•  We do the right thing for our customers  
to show them we care.
These values give each employee a 
framework for behaviour and actions that 
will help provide special experiences for 
customers and the desired results for the 
business.
Employee opinion survey
An employee survey is used twice yearly to 
obtain feedback and measure employee 
engagement. This year thousands of 
employees took part in the sixth survey and 
one of the highest overall response rates was 
achieved with 86% of employees expressing 
their views. The results benchmarked 
extremely favourably against a comparative 
group of high performing companies.
Areas where our performance improved on 
last year include:
•  Leadership and team direction.
•  Clarity of strategy and communication.
•  Relationships with Senior Managers.
•  Employee communication.
•  Overall employee engagement.
Particular strengths highlighted this year were:
•  Pride in the company and belief in its goals 
and objectives.
•  Learning and development.
•  Leadership from Senior Management team 
and immediate manager.
•  Teamwork.
Shine!
During the year the Company commenced 
an organisation wide change programme 
called ‘Shine!’ which focuses every employee 
on the Company’s vision – ‘special people 
creating special experiences.’ The initial 
events concentrated on the Company’s 
values and customer care in particular. 
Performance management
This year the performance management 
process has been strengthened, to include all 
the hotels and leisure clubs. All employees 
have a “Performance Contract” outlining 
their personal objectives as well as their 
development and training needs. It is also an 
important tool for succession planning for 
key roles across the business.
Development
Developing and retaining high performing 
managers is a vital process for the Company. 
Over the past year the Executive Team have 
undergone a series of personal and team 
development activities. A flexible modular 
tool kit has also been launched to assist 
managers in diagnosing and delivering 
development for their teams and this has 
been well received. Added to the Company’s 
comprehensive induction and on-job 
training, this approach ensures all employees 
are fully equipped and motivated to deliver 
special experiences for hotel guests and club 
members.
Incentives
A balanced scorecard measuring a number 
of key performance indicators is central 
to the Company’s approach to business. 
Alongside profit delivery, other key measures 
used are sales growth, customer satisfaction, 
employee engagement and retention and 
profit performance against competitors. 
Reward plans for managers are linked to 
these measures.
Local business units also operate a range of 
incentives for customer facing employees to 
reward their delivery of high standards of 
customer service and special experiences to 
our guests and members. 
Pensions
The Company offers pension provision for all 
employees through a defined contribution 
scheme. In addition, a number of long-
standing employees are members of a final 
salary scheme.
Equal opportunities
The Company is a strong supporter of 
equal opportunities in all aspects of 
employment, including recruitment and the 
encouragement of employees to develop 
their full potential regardless of gender, 
marital status, social class, age, colour, 
national or ethnic origin, religious belief, 
sexual orientation or disability.
Health & safety
The health & safety of guests and staff 
continues to be of fundamental importance 
to the Group and the Group’s safety risk 
management processes remain central 
to, and an integral part of, everyday work 
activity throughout the business.
The Group has commissioned external health 
& safety audits and, based on the results of 
these, the Group has formulated action plans 
to reduce the areas of risk identified. Six key 
processes were implemented. An annual 
safety planner, a monthly self-inspection 
for each department, focussed safety 
meetings bimonthly, enhancement of the risk 
assessment process, a self-certificated audit 
process and training targeted at operations 
managers. During the year these have been 
implemented in all sites across the Group.
STATEMENT ON CORPORATE AND SOCIAL RESPONSIBILITY
18 I DE VERE GROUP PLC I STATEMENT ON CORPORATE AND SOCIAL RESPONSIBILITY A system has also been developed to 
monitor each of these processes and work 
is under way to develop this further. The 
self-audit process in particular, and a further 
development to introduce self-improvement 
plans, has helped to enhance local 
ownership and risk management control at 
unit level across the Group.
At corporate level, a core team of Directors 
and senior managers has been established 
to steer the risk management function 
and to provide direction on Group wide 
risk improvement initiatives. This has been 
particularly successful by demonstrating the 
commitment to safety from the most senior 
levels of management and in raising the 
profile of safety throughout the business.
During the year the Group has invested in 
making physical improvements to address 
specific identified hazards, in particular, 
specialist fire protection measures to 
kitchens. An improvement plan to further 
enhance emergency procedures, business 
continuity plans and fire risk assessments are 
under way.
Group wide training to engage staff at 
all levels to take ownership for the safety 
function has also been successful in raising 
awareness and in building momentum. This 
has been supported by providing health & 
safety information to staff via dedicated links 
on our intranet site.
In the forthcoming year audits are planned 
to monitor the status of safety performance 
of all Hotels and Clubs in the Group. The 
results of these will provide the basis for 
setting targets to further improve health & 
safety performance in the following year.
The community
The Group operates nationally from fifty 
separate locations. Typically each of its 
hotels and fitness clubs occupies a unique 
role within the local community in which it 
operates. Accordingly the Group’s strategy 
is to encourage each business unit to 
develop social responsibility policies which 
are sensitive to that community. This has 
resulted in a large number of individual 
initiatives. Many employees are involved in 
charity and community events within their 
local areas. Managers encourage employees 
to support charities that are personal to 
them and their families. The Group’s hotels 
and fitness clubs support more than 30 
national and international charities including 
Macmillan Nurses, British Heart Foundation 
and Save the Children as well as local and 
independent charities such as hospices and 
hospitals.
In addition to the nominated charities, 
many hotels and clubs provide use of their 
facilities to support community activities. 
This includes free use of swimming pools, 
to help teach under-privileged children to 
swim; offering the use of kitchens to teach 
teenagers from local youth centres how to 
prepare healthy food and the use of function 
rooms to arrange gala charity balls.
Employees also support the community 
in their own time giving career talks to 
teenagers who are about to leave school/
college, acting as mentors for local children 
and conducting studio classes as part of 
local health weeks. Some hotels and clubs 
run schemes to allow qualifying employees 
paid time off to support chosen charities or 
community events.
The Company is also a keen supporter of 
developing young people in the workplace 
and provides training and work experience 
under several recognised programmes.
Many employees combine their passion for 
sports with the passion to help others and 
they regularly attain some great results. 
In the past year, these colleagues have 
organised short fun runs and participated 
in marathons (including the New York and 
London marathons), coast to coast charitable 
bike rides and even an 80km sponsored 
bike ride on stationary bikes in hotel foyers. 
In addition to these more visible activities, 
many employees also donate a monthly sum 
to a charity of their choice via the Give As 
You Earn scheme. This year employees have 
proudly donated to and supported more 
than 30 different charities.
Charitable donations totalled £55,000 (2004: 
£50,000) during the year. No donation was 
made to any political organisation, nor was 
any political expenditure incurred.
The environment
The Group recognises the responsibility its 
businesses have towards the environment 
and is committed to good environmental 
management of all sites where it operates. 
Environment risks are identified as part 
of the Board’s system of internal control. 
The Group is pleased to have qualified for 
the Kempen/SNS Smaller Europe SRI Index 
for successive years. Inclusion in this index 
demonstrates the Group’s commitment 
to its social responsibilities towards the 
community, the environment and employees. 
The Group is also proud to be included 
in the FTSE4good index and has many 
activities designed to enhance its corporate 
responsibility to the environment.
Energy and waste
The Group has set itself a target of reducing 
waste and energy at each of its business 
units by 2% cumulatively year-on-year and 
has established a Group wide energy risk 
management policy in order to achieve this 
target. Energy and waste saving targets are 
set each year for each hotel and club and 
progress is reported monthly. Additionally 
the Group sponsored individual surveys 
to highlight practices that need to be 
implemented in each business unit and has 
invested in replacing all standard bulbs with 
low energy lamps and bulbs throughout. 
Arrangements are in place with various 
partners, which allow waste streams to be 
monitored with the objective of continually 
decreasing the amount of packaging used 
and improving recycling targets on the waste 
that is produced.
An energy team was established during 
the year which has written energy saving 
policies and procedures which have been 
incorporated into an Energy Operations 
Manual. The manual identifies practices that 
must be followed and other best practice 
recommendations. For example, any low 
cost, short payback practices (low energy 
light bulbs) are mandatory wherever feasible. 
Each business unit monitors consumption 
on a monthly basis and the data is 
consolidated centrally. The team has also 
undertaken feasibility studies in relation to 
higher investment areas such as combined 
heat & power plants and swimming pool 
covers. Wherever possible the energy team’s 
recommendations are being incorporated in 
all new build hotels.
During the year the Group exceeded its 
targeted saving for electricity consumption, 
reducing consumption by 1.5 million 
kilowatt hours. Gas savings were more 
limited. The Company reduced consumption 
by 0.3% saving 33,000 cubic metres.
STATEMENT ON CORPORATE AND SOCIAL RESPONSIBILITY I ANNUAL REPORT & ACCOUNTS 2005 I 19 The reduction in energy use is directly related 
to reduced CO 2 emissions. During the year 
CO 2 emissions reduced by 500,000kg.
Management of waste in the Group has 
been outsourced to a third party specialist. 
The objectives for the coming year are 
to ensure the Group minimises waste to 
landfill by recycling wherever possible. 
Glass, cardboard and waste oil have been 
segregated for a number of years. Following 
the introduction of The Hazardous Waste 
Regulations this year, fluorescent tubes 
recycling is now being implemented where 
required. In the forthcoming year the Group 
plans to review the feasibility of recycling 
plastics and other materials to further reduce 
the volume of material sent for landfill.
The De Vere Belfry continues to participate 
in the “Committed to Green” initiative, 
the long-term European Environmental 
Management Programme that is designed to 
mitigate the impact of our activities on the 
environment.
The marketplace
Placing our customers at the very heart of 
the Group’s cultural values and operating 
procedures is a key part of the business plan.
Last year the Group introduced new 
customer feedback processes to obtain 
detailed customer feedback from guests 
and leisure members. Surveys are placed in 
hotel bedrooms and leisure members and 
conference organisers are surveyed via  
e-mail. The surveys are centrally collated 
and the results and customer comments are 
available to view via an internet based portal 
by unit managers as well as the central 
support functions.
 
Since their launch in November 2004 the 
organisation has collected over 80,000 
individual customer responses and this data 
is now being proactively used across all areas 
of the business, both to sharpen our day to 
day operations and to provide vital customer 
input into decision making on potential new 
initiatives and product development.
As part of our project to enhance and 
develop our brands, the Company has 
briefed team members in every unit over the 
past 12 months on the key findings from 
our customer research to enhance front line 
understanding of consumer requirements 
across all three brands.
The purchasing policy details the Group’s 
ethics policy stating that business will be 
tendered with no bias or conflict of interest 
and all suppliers will be treated fairly and 
without prejudice.
The Group negotiates terms and conditions, 
including payment terms, with all its 
principal suppliers. Payments to these 
suppliers, other than in the case of a 
dispute, are made in accordance with such 
negotiated arrangements, which are set out 
in contracts where appropriate.
The number of day’s purchases outstanding 
to creditors at 25 September 2005 was 45 
(2004: 47) for the Group and 53 (2004: 45) 
for the Company.
STATEMENT ON CORPORATE AND SOCIAL RESPONSIBILITY (CONTINUED)
20 I DE VERE GROUP PLC I STATEMENT ON CORPORATE AND SOCIAL RESPONSIBILITY The Board is committed to achieving high 
standards of corporate governance in the 
management and operation of the business. 
In July 2003, a revised Combined Code 
on Corporate Governance (“the Code”) 
was adopted by the Financial Reporting 
Council. The Board reviewed its corporate 
governance practices during the year to 
ensure compliance. The Company has 
complied with the provisions set out in 
Section 1 of the Code and has done so 
throughout the year in relation to the Code 
provisions which are of a continuing nature.
Board structure and processes
Prior to the recent appointment of David 
Richardson and Matthew Fearn, the Board 
consisted of a Non-executive Chairman, 
Chief Executive, Finance Director and 
four Non-executive Directors, with Alan 
Jackson as the senior Non-executive 
Director. Matthew Fearn replaces Roger 
Stubbs who will retire in January 2006 and 
David Richardson has been appointed as 
an additional Non-executive Director. The 
Board regards four of the Non-executive 
Directors as independent (Alan Jackson, 
Debbie Hewitt, Nigel Walmsley and David 
Richardson). Although Alan Jackson has 
been a Director for more than 9 years the 
robust contribution he makes to the Board 
is such that the Board continues to regard 
him as being independent. This view was 
endorsed by shareholders who re-elected 
him at last year’s AGM. Biographies of 
all the Directors, together with details of 
their committee memberships, are set out 
on pages 16 and 17. All members of the 
Board submit themselves for re-election 
at least every three years. Carl Leaver and 
Debbie Hewitt retire by rotation and submit 
themselves for re-election this year. Alan 
Jackson has served for more than 9 years as 
a Non-executive Director and in accordance 
with best practice he submits himself for re-
election annually.
New directors are appointed by the Board 
and, in accordance with the Company’s 
Articles of Association, they must be re-
appointed at the next AGM to continue 
in office. New directors undertake a 
formal induction programme to familiarise 
themselves with the Company, its business 
and policies to enable them to contribute 
effectively. At board meetings, the Directors 
receive presentations from senior executives 
on the implementation of the Company’s 
strategies and the Board receives regular 
updates on changes to the business, 
legislative and regulatory environments.
The roles of the Chairman and Chief 
Executive are separate. The Non-executive 
Chairman is responsible for the effective 
operation of the Board. The Chief Executive 
has overall responsibility for managing 
the Company, which includes strategy 
and operations. The Board has formally 
documented the division of the roles 
between the Chairman and the Chief 
Executive.
The Board has a formal schedule of matters 
reserved for its decision. Matters reserved to 
the Board for decision include:
• strategy and objectives;
• annual budgets;
• dividends;
• acquisition and disposals of businesses;
• expenditure over certain defined limits;
• approval of financial results;
• appointments or removal of directors;
• corporate governance; and
• risk management.
The Board is collectively responsible for 
the success of the Company and normally 
meets at least every two months with further 
meetings arranged as necessary. 
During the year there were thirteen Board 
meetings. Steve Morgan was unable to 
attend two meetings and Roger Stubbs 
was unable to attend one meeting. The 
Non-executive Directors meet independently 
without the Chairman present and also 
meet with the Chairman independently of 
management. 
In advance of each meeting all Directors 
are provided with and have full and timely 
access to information in relation to the 
matters to be discussed. The Directors are 
therefore able to make informed decisions 
on corporate and business issues under 
consideration.
During the year the Board undertook an 
evaluation of its performance (including 
that of its committees). An internally 
produced questionnaire was used for the 
performance evaluation process. The Board 
was of the view that appropriate actions 
had been taken to address areas that could 
be improved and that overall, the Board 
and its committees operated effectively. 
The performance of each of the Directors 
was evaluated by the Chairman and the 
senior Non-executive Director evaluated the 
Chairman’s performance. 
The Board considered that the evaluation 
process was satisfactory and that external 
facilitation was not necessary. 
The Company Secretary is responsible 
for ensuring that Board processes and 
procedures are appropriately followed 
and support effective decision making. 
All Directors have access to the Company 
Secretary’s advice and services and there 
is also a formal procedure for Directors to 
obtain independent professional advice in 
the course of their duties, if necessary, at the 
Company’s expense.
The Non-executive Chairman and Steve 
Morgan both have interests in substantial 
share holdings in the Company (4.84% and 
13.38% respectively as at 25 September 
2005).
With the exception of Lord Daresbury and 
Alan Jackson, all of the Non-executive 
Directors have been appointed since March 
2000. Lord Daresbury has been a Director of 
the Company since 1984 and Alan Jackson 
since 1993. The Non-executive Directors 
come from diverse business backgrounds 
and each has unique expertise covering 
property, communications, human resources, 
finance and the leisure industry. Their mix 
of skills and business experience contributes 
significantly to the proper functioning of 
the Board and its committees ensuring that 
matters are fully discussed and no individual 
or group dominates the Board’s decision 
making processes.
The Board requires that all Non-executive 
Directors be free from any relationship with 
the executive management that could be 
considered to hinder their independent 
judgement. In the Board’s view all Non-
executive Directors meet this requirement.
Save as previously mentioned, the Non-
executive Directors have no material or 
business relationships with the Company and 
each of the other Non-executive Directors are 
regarded as independent.
The Board has directed that the Group’s 
code of conduct should be made available 
to all employees on joining the Company. 
The code of conduct includes details of the 
Group’s whistle blowing procedure and this 
has been reviewed in the light of the Code.
CORPORATE GOVERNANCE I ANNUAL REPORT & ACCOUNTS 2005 I 21
CORPORATE GOVERNANCE Audit Committee
The Company has an Audit Committee 
consisting of Non-executive Directors. 
Throughout the year the Audit Committee 
was chaired by Nigel Walmsley. David 
Richardson will be appointed Chairman in 
the forthcoming year. The members of the 
Audit Committee are disclosed on pages 16 
and 17. The Committee met 4 times during 
the year and all of the members of the 
Committee attended each of its meetings. 
Last year the Committee reviewed its terms 
of reference to ensure they follow those 
recommended by the Code. Its decisions 
and proceedings are reported to the Board. 
During the year the Committee undertook an 
evaluation of its performance including the 
operation and content of its meetings and 
concluded that it was operating effectively.
The external Auditors are invited to attend all 
the Audit Committee meetings together with 
other Board members. Part of each meeting 
of the Audit Committee is held between the 
Non-executive Directors and the external 
Auditors in private.
The Audit Committee reviews the annual 
financial statements of the Company 
together with its accounting systems and 
internal controls (including the effectiveness 
of its internal audit function). The individuals 
responsible for the Company’s internal audit 
function have direct access to the Chairman 
of the Audit Committee. The Committee also 
receives presentations from management 
on key risk and control issues which relate 
to the business. The Committee also reviews 
the appointment and terms of reference 
of the external Auditors and monitors the 
level of non-audit services provided by the 
Auditors. The policy of the Committee is 
that non-audit work should not be awarded 
to the Auditors unless the Committee is 
satisfied that the Auditors’ work would 
not be compromised or that significant 
costs would otherwise be incurred. As part 
of the review it considers factors which 
could impact upon their independence and 
objectivity and has sought to minimise the 
amount of non-audit work undertaken by 
the Auditors. A breakdown of non-audit fees 
is provided in Note 2. The scope of non-
audit work undertaken by the Company’s 
Auditors covered preparation of the Interim 
Statement, a review of the Executive 
Directors’ and senior managers’ expenses 
and assistance with the working capital 
adequacy assessment in respect of the 
special dividend paid following The De Vere 
Belfry sale and manage-back. The Committee 
believes this work is consistent with its 
stated policies regarding allocation of non-
audit work. The Company Secretary acts as 
secretary to the Audit Committee.
Remuneration Committee
The Company has a Remuneration Committee 
under the chairmanship of Debbie Hewitt. 
The role of the Committee and details of 
how it applies the principles of the Code 
are set out on page 24. The Remuneration 
Committee met 6 times during the year 
and each meeting was attended by all the 
members of the Committee. The Chairman, 
the Chief Executive and Steve Morgan 
may, by invitation, attend Remuneration 
Committee meetings except when their 
own remuneration is being discussed. The 
Committee reviewed its own effectiveness 
through a self-assessment in September 2005.
Nomination Committee
The Company has a Nomination Committee 
under the chairmanship of Alan Jackson. 
The members of the Nomination Committee 
are disclosed on pages 16 and 17. This 
Committee recommends to the Board 
the appointment of all Executive and 
Non-executive Directors. The Committee 
determines the terms of reference for new 
appointments and uses external advisers 
to identify suitable candidates for any 
vacant directorships; each candidate is 
then interviewed by all members of the 
Committee. A shortlist is then prepared 
and further interviews then take place as 
appropriate. The terms of reference for 
the Nomination Committee have been 
reviewed in the light of the Revised Code 
and are available on the Company’s 
website. During the year the principal 
activities of the Committee were the 
consideration of potential new directors and 
the appointments of David Richardson as 
Non-executive Director and Matthew Fearn 
as Finance Director. In each case, David 
Richardson and Matthew Fearn were initially 
identified by search consultants together 
with a number of other potential candidates. 
Both David Richardson and Matthew Fearn 
were interviewed by all of the members 
of the Nomination Committee and the 
Chairman also consulted with the Chief 
Executive and Company’s external advisors 
before the appointments were made.
Newly appointed Directors are subject to 
election by shareholders at the Annual 
General Meeting following appointment. 
Under the Company’s Articles of Association 
all Directors must submit themselves for re-
election at least every three years.
Relations with shareholders
Communications with shareholders are given 
high priority. The Chairman’s Statement, Chief 
Executive’s Strategy Review and the Operating 
and Financial Reviews on pages 4 to 14 
include a detailed review of the business 
and future developments of the Group. 
There is regular dialogue with institutional 
shareholders, including presentations after 
the Company’s announcement of the half-
year and year-end results, and following 
any strategic activity. Through this process 
major shareholders are invited to raise any 
matters of company business of interest to 
them. Following such meetings, minutes are 
prepared and circulated to the whole Board 
so that they are aware of shareholders’ views. 
During the year the Company undertook an 
independent survey of shareholder opinion to 
obtain an understanding of shareholder views.
The Board uses the AGM as an important 
means of communication with private 
and institutional investors and encourages 
their participation. The Chairman aims to 
ensure that the Chairmen of the Audit, 
Remuneration and Nomination Committees 
are available at AGMs to answer questions. 
Details of resolutions to be proposed at the 
AGM on 10 February 2006 together with an 
explanatory note can be found in the Notice 
of Meeting and accompanying circular.
To further improve communications with 
shareholders, the Group has a website  
(www.deveregroupplc.co.uk) dedicated to 
the communication of corporate information 
such as: current and historical financial 
reports, presentations and press releases 
together with a link to the current share 
price. Shareholders are also offered the 
option of receiving electronic versions of 
shareholder communications, including the 
annual and interim reports and the terms 
of reference for the Audit, Remuneration 
and Nomination Committees. Information 
regarding this service can be downloaded 
directly from the corporate website.
22 I DE VERE GROUP PLC I CORPORATE GOVERNANCE
CORPORATE GOVERNANCE (CONTINUED) Internal control
The Board is responsible for the Group’s 
system of internal control and for reviewing 
its effectiveness. The system of internal 
control is designed to safeguard shareholders’ 
investment and the Company’s assets by 
managing the risks of not meeting business 
objectives and is intended to provide 
reasonable and not absolute assurance 
against material misstatement or loss.
The principal elements of the Group’s system 
of internal control and risk management, that 
comply with the internal control guidance on 
the Code and which were in place throughout 
the year under review and up to the date of 
approval of the Accounts, are as follows:
•  A strategic plan is prepared annually and 
approved by the Board; the plan covers the 
period until 2010.
•  Following the approval of the strategic 
plan, a detailed budget is prepared for the 
following financial year and is approved by 
the Board.
•  Actual results are reported monthly and 
compared to both budget, prior year 
and forecast results. The operational 
performance of the hotels is reviewed 
against external industry benchmarks.
•  All major risks identified and recorded in 
a risk management report are assessed 
and allocated to specific individuals as 
appropriate. This report summarises all 
foreseen strategic, operational, financial, 
technical, social, ethical and environmental 
risks that could prevent the achievement of 
business objectives. Action plans to mitigate 
the identified risks are in place. The report 
is reviewed at each meeting of the Board of 
Directors.
•  A formal appraisal and approval process is 
operated for all items of capital expenditure. 
Projects are required to demonstrate 
achievement of appropriate operational 
and financial criteria. Projects in excess of 
£1,000,000 are referred to the Board for 
approval.
•  Key systems and controls are documented 
and, on a monthly basis, self-certification 
reports are signed off by the heads of 
finance functions across the Group.
•  Internal audits are conducted in accordance 
with a rolling programme which schedules 
each hotel or business unit to be audited 
at least once each year, with further 
audits being conducted in accordance 
with perceived risk. The Audit Committee 
regularly reviews the major findings from 
both internal and external audits.
•  The Group has a clearly defined 
organisational structure which allows 
appropriate segregation of duty. Employees 
have prescribed authority levels.
•  The Group has a risk management steering 
group comprising senior executives 
which meets at least quarterly to review 
operational risk.
The effectiveness of internal control systems 
are considered and monitored regularly 
(and at least once a year) by the Board of 
Directors and the Audit Committee. The 
Directors confirm that they have reviewed the 
effectiveness of the internal control system in 
accordance with the above procedures.
Going concern
The Directors consider, after making 
enquiries, that the Company has adequate 
resources to continue in operational 
existence for the foreseeable future and, 
accordingly, that it is appropriate to adopt 
the going concern basis in the preparation of 
the Accounts.
CORPORATE GOVERNANCE I ANNUAL REPORT & ACCOUNTS 2005 I 23 This Report has been prepared in accordance 
with the Combined Code and Schedule 7A 
of the Companies Act 1985. The Report has 
been approved by both the Remuneration 
Committee and the Board and will be subject 
to an advisory vote at the Company’s AGM.
As required by The Directors’ Remuneration 
Report Regulations 2002 (“the Regulations”), 
the following sections of this report have 
been audited by Ernst & Young LLP:
• Directors’ emoluments
• Directors’ pensions details
• Directors’ interests in share capital.
Remuneration policy
The Company’s policy on Executive Directors’ 
remuneration for the year ended 25 
September 2005 and subsequent financial 
years is that the overall remuneration package 
should be sufficiently competitive to attract, 
retain and motivate high quality executives 
capable of achieving the Company’s objectives 
and thereby enhancing shareholder value. The 
remuneration package is designed to ensure 
that a significant proportion of the Executive 
Directors’ remuneration is structured to link 
it to the Group’s performance. During the 
year the Remuneration Committee undertook 
a review of all elements of the remuneration 
packages of the Executive Directors and 
other senior employees to ensure the 
remuneration offered remained consistent 
with the Company’s policy. As a result of the 
Remuneration Committee’s review certain 
changes are proposed to the remuneration 
packages of the Executive Directors and other 
senior managers as outlined in more detail 
below.
The Company’s policy on Non-executive 
Directors’ remuneration is to provide levels 
of remuneration which reflect the duties, 
responsibilities and time commitment of 
each of the Non-executive Directors, and 
which are sufficient to attract and retain their 
services and are in line with market rates. 
Currently, Non-executive Directors receive a 
base fee of £31,500 together with a further 
£5,000 for chairing a Board committee. Non-
executive Directors’ fees are determined by 
the Executive Directors and reviewed regularly 
by the Board. Non-executive Directors are not 
eligible to participate in any of the Company’s 
Long-term Incentive Plans.
Remuneration Committee
The Remuneration Committee is responsible 
for determining the emoluments of the 
Chairman, Executive Directors and for the 
overall reward policy for senior executives. 
The Committee’s decisions are ratified only 
by the members of the Board who have 
no personal interest in the outcome. The 
Committee is chaired by Debbie Hewitt 
and its other members are Alan Jackson 
and Nigel Walmsley, all of whom are 
Independent Non-executive Directors.
The terms of reference of the Remuneration 
Committee are available on the Company’s 
website and on request. The Remuneration 
Committee consults the Chairman about 
its proposals for the remuneration of the 
Executive Directors.
The Remuneration Committee has been 
advised and assisted by New Bridge Street 
Consultants LLP , in relation to Directors’ 
remuneration and long-term incentives, 
Watson Wyatt the pension scheme’s 
Actuaries in relation to pension advice 
and the Company Secretary. Neither New 
Bridge Street Consultants LLP nor Watson 
Wyatt provide any other service to the 
Company. Other members of the Board may, 
by invitation, attend committee meetings 
except where their own remuneration is 
being discussed.
Executive Directors’ remuneration
Base salary
Individual base salaries are reviewed annually 
by the Remuneration Committee and take 
into account individual performance and 
any changes of responsibilities. Pay awards 
throughout the Company generally, and 
specifically within the market place, are 
taken into account by the Remuneration 
Committee in determining the level of 
pay increase awarded to the Executive 
Directors. During the year, New Bridge Street 
Consultants LLP provided external market 
data on senior executive remuneration.
Pension provision
Carl Leaver and Roger Stubbs are members 
of the Company’s Final Salary Pension 
Scheme. They accrue pension rights at 
the rate of one-thirtieth of basic salary 
per annum subject only to Inland Revenue 
limits up to normal retirement age of 60 
years. Carl Leaver and Roger Stubbs are not 
required to contribute to this arrangement. 
For Executive Directors who entered service 
after 31 May 1989 the benefits which can be 
provided from the Company Pension Scheme 
are restricted by the operation of the Inland 
Revenue earnings cap.
Carl Leaver is subject to the Inland Revenue 
earnings cap. As compensation for this, the 
Company pays him an additional 20% of 
his salary above the cap. Matthew Fearn 
is not a member of the Company’s Final 
Salary Pension Scheme and instead receives a 
salary supplement of 20% of his base salary. 
These salary supplements are not included 
as salary for the purposes of salary reviews, 
or determining levels of bonus, long-term 
incentive grants or other share-related 
benefits.
Annual performance bonus
As part of its review of senior executives’ 
remuneration in 2005 the Remuneration 
Committee looked at the annual 
performance bonus. As a result of this 
review, and following consultation with 
major shareholders, the Committee decided 
to make the following changes to the annual 
performance bonus for 2005/2006:
•  The maximum bonus payable for executive 
directors will be increased from 60% of 
base salary to 100% of base salary. This 
change will bring the annual performance 
bonus potential in line with the market 
and recognise the highly challenging 
targets that have been set.
•  A third of any bonus payable is to be 
deferred and paid in shares. Half of the 
shares will be transferred to the executive 
after two years with the balance to be 
transferred after three years subject to 
continued employment (this means that 
the level of cash bonus is only slightly 
higher than the previous scheme).
DIRECTORS’ REMUNERATION REPORT
24 I DE VERE GROUP PLC I DIRECTORS’ REMUNERATION REPORT DIRECTORS’ REMUNERATION REPORT I ANNUAL REPORT & ACCOUNTS 2005 I 25
•  As from 2005/06 Executive Directors may 
no longer elect to defer up to 50% of their 
bonus to participate in the Employee  
Co-Investment Plan (“ECIP”). Thus the 
increase to the potential value of the bonus 
plan for 2005/6 broadly equates to the 
value foregone through the cessation of 
the ECIP .
The targets used to measure performance in 
the annual bonus plan relate to profitability 
and other operational key drivers, 
including independent surveys of guest 
satisfaction, leisure membership retention, 
employee satisfaction, labour turnover and 
performance versus competitors. These 
targets were selected with the objective of 
improving shareholder returns.
75% of the bonus relates to Group profit 
targets, with the balance being awarded on 
the operational key drivers referred to above. 
The performance targets are structured so 
that if a minimum profitability target of 95% 
of budget is not met, no bonus at all is 
payable.
Achieving the target level of 100% of 
budgeted profitability would earn a bonus 
of 46% of salary, with the maximum bonus 
payable for achievement of 103% of budget.
Other benefits
Executive Directors are entitled to other 
benefits such as the provision of a company 
car and healthcare insurance consistent with 
our industry norms.
Long-term incentives
During the year the Remuneration 
Committee undertook a review of 
the Company’s Long-term Incentive 
arrangements. Following consultation 
with the Association of British Insurers 
and major shareholders the Remuneration 
Committee is proposing to introduce a new 
Performance Share Plan (“PSP”) which will 
replace the existing Executive Share Option 
Scheme and Employee Co-Investment Plan. 
The implementation of the PSP requires the 
approval of the Company’s shareholders, 
which will be sought at the Company’s 
forthcoming AGM. The key elements of 
the PSP are outlined below, and a detailed 
description of the Plan can be found in the 
Notice of AGM:
•  Conditional awards (“Awards”) will 
be made at the discretion of the 
Remuneration Committee of Performance 
Plan Shares with a face value of up to 
150% of salary (except in exceptional 
circumstances such as recruitment when 
awards of up to 200% salary will be 
permitted). Initially, grants to Executive 
Directors will be over shares worth 100% 
salary p.a.
•  Awards will be split into two equal parts. 
A TSR performance target will apply to one 
half of awards and an EPS performance 
target to the other half.
•  For the 50% of the award based on TSR 
targets, performance will be measured 
against a comparator group of selected 
Hotel and Leisure companies listed below. 
These companies were selected to reflect 
the nature and size of the Company. At the 
end of the 3 year performance period 30% 
of the shares will vest if the Company’s 
performance is at the median rising to 
100% if the Company is upper quartile or 
above.
 – Arena Leisure
 – Centre Parcs
 – C I Traders
 – Dominoes Pizza
 – Enterprise Inns
 – First Choice Holidays
 – Fuller Smith & Turner
 – Greene King
 – Gondola
 – Hardy & Hansons
 – Holidaybreak
 – InterContinental Hotels Group
 – Luminar
 – Millennium & Copthorne
 – Mitchells & Butlers
 – MyTravel Group
 – Parkdean Holidays
 – Punch Taverns
 – Stanley Leisure
 – The Restaurant Group
 – Wetherspoon (JD) hotels
 – Whitbread
 – Wolverhampton & Dudley Breweries
 – Youngs
•  For the 50% of the awards based on EPS, 
30% of awards will vest if the Company’s 
EPS growth over the period is equal to 
RPI + 3% with full vesting for EPS growth 
of RPI + 10%. This EPS growth range is 
considered to be very challenging and 
will represent a substantial and significant 
improvement in underlying financial 
performance.
•  The mixture of TSR and EPS performance 
conditions are considered by the 
Committee to provide a good balance 
between rewarding financial performance 
and achieving superior stock market 
returns.
Provided the PSP is approved at the AGM 
no further awards will be made under either 
the Executive Share Option Scheme (other 
than in exceptional circumstances) or the 
Employee Co-Investment Plan. Details of 
outstanding awards under these plans are 
provided on pages 28 and 29.
It is proposed that the first awards of shares 
under the PSP will be made following the 
AGM on 10 February 2006.
Shareholding guidelines
Executive Directors will be expected to build 
and maintain a shareholding equivalent 
to 150% of base salary. Until this level of 
shareholding is attained Executive Directors 
must retain 50% of the shares that vest 
under the deferred bonus plan and PSP 
(other than if the sale is to satisfy any taxes 
due on receipt of shares). These changes 
were introduced to improve the alignment of 
the Executive Directors’ interests with those 
of the Company’s shareholders.
Savings-related share option schemes
The Company has established savings-
related share option schemes which provide 
a savings and investment opportunity for 
all employees including Executive Directors. 
Share options may normally be exercised 
after three or five years at a price equivalent 
to not less than 80% of the market value of 
the shares at the time of grant. DIRECTORS’ REMUNERATION REPORT (CONTINUED)
Performance graph
The graph below shows the value as at  
25 September 2005 of a notional investment 
of £100 in the Company’s shares made on 
2 October 2000 compared to a notional 
investment of the same amount in the FTSE 
Leisure and Hotels Index.
The FTSE Leisure and Hotels Index was 
selected because it represents a broad equity 
market index of which the Company is a 
member.
Service contracts
Executive Directors
Each of the Executive Directors have 
rolling service contracts. Notice periods for 
termination by the Company contained 
in the service contracts of all Executive 
Directors are set at one year. The service 
contracts for Carl Leaver and Matthew Fearn 
(dated 25 July 2003 and 2 September 2005 
respectively) are terminable on six months’ 
notice by them and contain no provisions for 
pre-determined compensation in the event 
of early termination.
The service contract for Roger Stubbs, 
dated 4 February 2000, is terminable by 
him on 12 months’ notice and provides for 
pre-determined compensation to be paid 
in the event of early termination. This is 
equal to approximately 87.5% of one year’s 
salary, other benefits, pension benefits and 
estimated bonus. As previously indicated, 
Roger Stubbs will retire on 2 January 2006 
and no compensation will be payable to 
him under the terms of his contract of 
employment.
Non-executive Directors
Non-executive Directors are appointed 
initially for three years and annually 
thereafter. Each of the Non-executive 
Directors who served during the year has 
a letter of appointment, which does not 
provide for any notice period, dated as 
follows:
Director Date of Appointment
Lord Daresbury 17 February 2000
Debbie Hewitt 25 February 2002
Alan Jackson 5 April 1993
Steve Morgan 23 March 2000
David Richardson 28 October 2005
Nigel Walmsley 20 April 2001
Non-executive Directors will inform the 
Company if they accept any other non-
executive directorships.
Directors indemnities
In April 2005 the provisions of the 
Companies (Audit, Investigations and 
Community Enterprise) Act 2004 which 
amended the provisions of sections 309-310 
of the Companies Act 1985 came into effect. 
The Board took the opportunity provided 
by the change of legislation to review the 
indemnities provided to each of the Directors 
and agreed to indemnify the Directors 
against certain liabilities and costs permitted 
by the legislation. Copies of the Deeds of 
Indemnity will be available for inspection 
together with the Directors’ service contracts 
at the AGM on 10 February 2006.
External non-executive directorships
The Company considers that appointments 
as Non-executive Directors of other 
companies broadens the experience and 
knowledge of the Executive Directors to the 
benefit of the business. Accordingly, such 
an appointment is permitted but it is limited 
to one such appointment for each Executive 
Director at any point in time. Executive 
Directors are allowed to retain the fees paid. 
Executive Directors are required to inform the 
Company if they accept any Non-executive 
Directorships.
No Executive Directors currently hold external 
non-executive directorships.
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This graph shows the value, by  
25 September 2005, of £100 
invested in De Vere Group on  
1 October 2000 compared with the 
value of £100 invested in the FTSE 
Leisure & Hotels Index. The other 
points plotted are the values at 
intervening financial year-ends.
26 I DE VERE GROUP PLC I DIRECTORS’ REMUNERATION REPORT Directors’ emoluments
Directors’ emoluments are summarised as follows:
    2005   2004
    
    Other
 Salary Fees Bonus Benefits Total Total
  £000 £000 £000 £000 £000 £000
Chairman:        
Lord Daresbury  – 99 – – 99 96
Executive Directors:        
Carl Leaver*  336 – 185 69 590 633
Roger Stubbs  188 – 106 23 317 286
Non-executive Directors:       
Debbie Hewitt  – 36.5 – – 36.5 33
Alan Jackson  – 42 – – 42 41
Steve Morgan**  – – – – – –
Nigel Walmsley  – 36.5 – – 36.5 33
 
Total  524 214 291 92 1,121 1,122
*   Carl Leaver’s other benefits include a supplement of £46,456 for pension contributions at 20% of basic salary in excess of the Inland Revenue earnings cap (2004: 
relocation costs of £148,300 and a pension contribution supplement of £37,900).
**  Steve Morgan has waived his director’s fees of £31,500 (2004: £30,750). The Company has agreed to pay an equivalent amount to that of the fees to a charitable 
trust of its choice.
Bonuses comprise transaction bonuses relating to the disposal of The De Vere Belfry of £160,000 for Carl Leaver and £92,500 for Roger Stubbs 
and annual performance bonuses of £25,000 and £14,000 respectively. The emoluments of the highest paid director in 2005, Carl Leaver, 
amounted to £590,000 (2004: £633,000).
Directors’ pension details
Additional disclosures in respect of Directors’ are as follows:      
         Transfer value 
      of increase in 
    Accumulated  Increase (net of accrued pension 
   Accrued benefits Increase in inflation*) in (net of 
   25 September accrued benefits accrued benefits inflation)
   2005 during the year during the year during the year
    £000 £000 £000 £000
Carl Leaver    36 5 4 18 
Roger Stubbs    134 10 7 86
* Inflation for the year to 25 September 2005 is assumed to be 2.7% (2004: 3.1%).
The pension entitlement shown is that which would be granted at age 60 on leaving service at the end of the year.
The transfer values of the accrued benefits for the Executive Directors were as follows:
    Transfer Transfer   
    value as at value as at Movements, 
     25 September  26 September less Directors’ 
     2005  2004 contributions  
     £000 £000 £000
      
Carl Leaver     174 16 36 
Roger Stubbs     1,708 1,389 319
      
During the year Carl Leaver received a transfer into the Company scheme from a previous employer’s pension scheme. The transfer value at 
September 2005 reflects this transfer in.
The transfer value at September 2005 for Roger Stubbs is calculated on a continuing employment basis and with regard to his pensionable 
service at the end of the financial year. He is due to retire with effect from 2 January 2006 on an unreduced pension.
The Directors did not contribute to the pension arrangements in either the current or the prior year.
Carl Leaver, who is the highest paid Director, held an accrued annual pension entitlement at 25 September 2005 of £36,400 (2004: £3,700).
DIRECTORS’ REMUNERATION REPORT I ANNUAL REPORT & ACCOUNTS 2005 I 27 New Directors
Matthew Fearn, Finance Director designate 
Matthew Fearn succeeds Roger Stubbs as Finance Director. He will be standing for election at the 2006 AGM and accordingly the Company 
is voluntarily disclosing details of his remuneration so that shareholders can make an informed decision. Matthew will be entitled to a basic 
salary of £220,000 per annum together with a salary supplement of 20% of his basic salary (subject to tax and National Insurance) in lieu of 
membership of the Company’s pension scheme. In addition he will be entitled to the same benefits as the other Executive Directors as described 
on pages 24 and 25. It is intended that subject to shareholders’ approval of the PSP described on page 25 Matthew will receive a one-off 
additional award of Performance Plan Shares equal to 100% of his salary over and above the initial grant of Performance Plan Shares described 
on page 25.  This additional award (which takes the value of the total proposed grant to 200% of salary) is made as part of the terms of his 
joining the Company.
David Richardson
David Richardson joined the Board on 28 October 2005 as a Non-executive Director and will be standing for election at the 2006 AGM. The 
Company is therefore making a voluntary disclosure of the terms of his appointment. David’s remuneration as Non-executive Director will be 
£31,500 per annum together with a further £5,000 when he becomes a chairman of any Committee of the Board.
Directors’ interests in share capital
Directors’ beneficial interests in Ordinary shares of the Company as at 25 September 2005 and 26 September 2004 or at date of appointment if 
later were as follows:
      2005 2004*
     
The Lord Daresbury**      4,022,311 5,321,603
Carl Leaver
†
      10,611 4,699
Roger Stubbs
†
      40,529 50,479
Debbie Hewitt      2,616 3,663
Alan Jackson      2,975 4,166
Steve Morgan
††
      11,113,872 15,559,422
Nigel Walmsley      1,428 2,000
     
* 2004 holdings are shareholdings prior to 5 for 7 consolidation in March 2005.
** Holdings including shares held in various family trusts of which he is a beneficiary.
†
  2005 shareholding includes 7,255 shares for Carl Leaver and 9,747 shares for Roger Stubbs acquired under the Employee Co-Investment Plan  
(2004: Roger Stubbs 7,383).
††
 These shares are held by Bridgemere Securities Limited which in turn is a subsidiary of a Morgan family trust in which Steve Morgan has an interest.
No changes took place in Directors’ interests between 25 September 2005 and 30 November 2005.
Share Options
As at 25 September 2005 and 26 September 2004 the following options over the Company’s shares had been granted or held under the 
Executive Share Option Schemes and Savings Related Share Option Schemes.
    Exercise  Options held at    Options held at 
   Price 26 September Number granted Number 25 September  
   (pence) 2004 during the year exercised 2005
     
Carl Leaver  (a) 380 145,000 – – 145,000
   (e) 426 107,394 – – 107,394
   (f) 555 – 157,657 – 157,657
   (g) 427 – 3,870 – 3,870
     
    
†
459 252,394 161,527 – 413,921
         
Roger Stubbs  (b) 320 42,187 – (42,187) –
   (c) 299 80,006 – (80,006) –
   (d) 285 80,607 – – 80,607
   (e) 426 65,140 – – 65,140
     
    
†
348 267,940 – (122,193) 145,747
†
 Weighted average exercise price of options as at 25 September 2005.
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
28 I DE VERE GROUP PLC I DIRECTORS’ REMUNERATION REPORT DIRECTORS’ REMUNERATION REPORT I ANNUAL REPORT & ACCOUNTS 2005 I 29
(a) Options are exercisable from 4 October 2006 to 3 October 2013. 
(b) Options are exercisable from 8 June 2003 to 7 June 2010. 
(c) Options are exercisable from 16 March 2004 to 15 March 2011. 
(d) Options are exercisable from 9 December 2005 to 8 December 2012. 
(e) Options are exercisable from 10 September 2007 to 9 September 2014. 
(f) Options are exercisable from 13 July 2008 to 12 July 2015. 
(g) Options issued under the Sharesave Scheme are exercisable from 31 July 2010 to 31 January 2011.
Options granted under (a), (b), (c) and (d) are exercisable if after a three year period the Company ranks median or higher against comparator 
group comprising the constituent members of the Leisure Entertainment and Hotels sector of the FTSE Smallcap Index.
Options granted under (e) and (f) become exercisable as follows:
Rank of Company’s total Shareholder  
return within the Comparator Group Percentage of Option  
Upper quartile 100%
Second quartile 50-100% pro rata
Third quartile 0%
The relevant comparator group comprises the following companies: Accor; Arena Leisure; First Choice Holidays; Hilton Group; Holidaybreak; 
InterContinental Hotels Group; Jurys Doyle Hotel Group; LA Fitness; Luminar; Millennium & Copthorne; Mitchells & Butlers; NHH Hotels; Peel 
Hotels; Punch Taverns; Sol Melia; Stanley Leisure; Wetherspoon (JD) Hotels; Whitbread; Wolverhampton & Dudley Breweries.
At the year-end all options held by Carl Leaver and Roger Stubbs were “in the money” at weighted average option prices of 459 pence and 348 
pence respectively. On 4 July 2005 Roger Stubbs exercised options over 80,006 shares at 299 pence a share and 42,187 shares at 320 pence 
a share under the Executive Share Option Scheme, the market price on the day was 572 pence. The gain on exercising these options totalled 
£324,727. (2004: Roger Stubbs exercised Sharesave Scheme options over 6,617 shares at 255 pence, generating a gain of £10,521).
The market price of the Company’s shares at 25 September 2005 was 600 pence (2004: 437 pence) with a quoted range during the year of 420 
pence to 612.5 pence (2004: quoted range 370 pence to 467.75 pence).
Full details of Directors’ share options are available in the Register of Directors’ Interests.
Employee Co-Investment Plan (“ECIP”)
As at 25 September 2005 Executive Directors held the following interest in matching shares under the ECIP:
   Interests    Interests 
   held at Number Impact of five Number held at 
   26 September awarded  for seven share  which vested 25 September 
   2004 during the year consolidation during the year 2005
      
Carl Leaver  (a) – 7,255 – – 7,255
Roger Stubbs  (b) 7,383* 4,474 (2,110) – 9,747
    7,383 11,729 (2,110) – 17,002
* 2004 holding is prior to the 5 for 7 consolidation in March 2005.
Awards under ECIP vest if after a three year period the Company ranks median or higher against a comparator group comprising the constituent 
members of the FTSE Smallcap Index.
(a) Awards vest in December 2007. 
(b) Awards vest in December 2005 (4,120 shares) and December 2006 (1,153 shares) and December 2007 (4,474 shares).
Approved by the Board of Directors on 30 November 2005 and signed on their behalf by:
Debbie Hewitt
Chairman of the Remuneration Committee STATEMENT OF DIRECTORS’ RESPONSIBILITY
The following statement, which should be 
read in conjunction with the Independent 
Auditor’s Report set out on page 31, is 
made with a view to distinguishing for 
shareholders the respective responsibilities of 
the Directors and of the Auditors in relation 
to the Accounts.
In accordance with the Companies Act 1985, 
the Directors are required to prepare the 
Accounts for each financial year which give 
a true and fair view of the state of affairs of 
the Company and the Group at the end of 
the financial year and of the profit or loss for 
that period. The Directors consider that, in 
preparing the Accounts, the Group has used 
appropriate accounting policies, consistently 
applied and supported by reasonable and 
prudent judgements and estimates, and that 
all accounting standards which they consider 
to be applicable, have been followed.
The Directors have responsibility for ensuring 
that the Group keeps accounting records 
which disclose with reasonable accuracy the 
financial position of the Group, enabling 
them to ensure that the Accounts comply 
with the Companies Act 1985. The Directors 
confirm there is no relevant information that 
has not been disclosed to the Auditors. The 
Directors have a general responsibility to take 
reasonable steps to safeguard the assets of 
the Group and to prevent and detect fraud 
and other irregularities.
30 I DE VERE GROUP PLC I STATEMENT OF DIRECTORS’ RESPONSIBILITY We have audited the Group’s Accounts for 
the year ended 25 September 2005 which 
comprise the Consolidated Profit and Loss 
Account, Group and Company Balance 
Sheets, Consolidated Cash Flow Statement, 
Group Statement of Total Recognised Gains 
and Losses, Reconciliation of Movement in 
Shareholders’ Funds and the related Notes 1 
to 31. These Accounts have been prepared 
on the basis of the accounting policies 
set out therein. We have also audited the 
information in the Directors’ Remuneration 
Report that is described as having been 
audited.
This report is made solely to the Company’s 
members, as a body, in accordance with 
Section 235 of the Companies Act 1985. 
Our audit work has been undertaken so 
that we might state to the Company’s 
members those matters we are required 
to state to them in an auditors’ report and 
for no other purpose. To the fullest extent 
permitted by law, we do not accept or 
assume responsibility to anyone other than 
the Company and the Company’s members 
as a body, for our audit work, for this report, 
or for the opinions we have formed.
Respective responsibilities of  
Directors and Auditors
The Directors are responsible for preparing 
the Annual Report, including the Accounts 
which are required to be prepared in 
accordance with applicable United Kingdom 
law and accounting standards as set out in 
the Statement of Directors’ Responsibilities 
in relation to the Accounts. The Directors are 
also responsible for preparing the Directors’ 
Remuneration Report.
Our responsibility is to audit the Accounts 
and the part of the Directors’ Remuneration 
Report to be audited in accordance with 
relevant legal and regulatory requirements, 
United Kingdom Auditing Standards and 
the Listing Rules of the Financial Services 
Authority.
We report to you our opinion as to whether 
the Accounts give a true and fair view 
and whether the Accounts and the part 
of the Directors’ Remuneration Report to 
be audited have been properly prepared in 
accordance with the Companies Act 1985. 
We also report to you if, in our opinion, 
the Directors’ Report is not consistent 
with the Accounts, if the company has 
not kept proper accounting records, if we 
have not received all the information and 
explanations we require for our audit, or if 
information specified by law or the Listing 
Rules regarding Directors’ remuneration and 
transactions with the Group is not disclosed.
We review whether the Corporate 
Governance Statement reflects the 
Company’s compliance with the nine 
provisions of the 2003 FRC Combined Code 
specified for our review by the Listing Rules 
of the Financial Services Authority, and we 
report if it does not. We are not required to 
consider whether the Board’s statements on 
internal control cover all risks and controls or 
form an opinion on the effectiveness of the 
Group’s Corporate Governance procedures 
or its risk and control procedures.
We read other information contained in the 
Annual Report and consider whether it is 
consistent with the audited Accounts. This 
other information comprises the Chairman’s 
Statement, Chief Executive’s Strategy 
Review, Operating Review, Financial Review, 
Report of the Directors, Corporate and 
Social Responsibility Statement, Statement 
on Corporate Governance and Directors’ 
Remuneration Report. We consider the 
implications for our report if we become 
aware of any apparent misstatements or 
material inconsistencies with the Accounts. 
Our responsibilities do not extend to any 
other information.
Basis of audit opinion
We conducted our audit in accordance 
with United Kingdom Auditing Standards 
issued by the Auditing Practices Board. An 
audit includes examination, on a test basis, 
of evidence relevant to the amounts and 
disclosures in the Accounts and the part of 
the Directors’ Remuneration Report to be 
audited. It also includes an assessment of the 
significant estimates and judgements made 
by the Directors in the preparation of the 
Accounts, and of whether the accounting 
policies are appropriate to the Group’s 
circumstances, consistently applied and 
adequately disclosed.
We planned and performed our audit 
so as to obtain all the information and 
explanations which we considered necessary 
in order to provide us with sufficient 
evidence to give reasonable assurance that 
the Accounts and the part of the Directors’ 
Remuneration Report to be audited are 
free from material misstatement, whether 
caused by fraud or other irregularity or error. 
In forming our opinion we also evaluated 
the overall adequacy of the presentation of 
information in the Accounts and the part 
of the Directors’ Remuneration Report to be 
audited.
Opinion
In our opinion:
•  The Accounts give a true and fair view of 
the state of affairs of the Company and of 
the Group as at 25 September 2005 and 
of the profit of the Group for the year then 
ended; and
•  The Accounts and the part of the Directors’ 
Remuneration Report to be audited have 
been properly prepared in accordance with 
the Companies Act 1985.
Ernst & Young LLP
Registered Auditor
Manchester
30 November 2005
INDEPENDENT AUDITORS’ REPORT
to the members of De Vere Group Plc
INDEPENDENT AUDITORS’ REPORT I ANNUAL REPORT & ACCOUNTS 2005 I 31 Basis of Accounts
The Accounts have been prepared in 
accordance with applicable United Kingdom 
accounting standards under the historical 
cost convention with the exception of hotel 
and health & fitness properties which, 
under the transitional provisions of FRS 15 
– Tangible Fixed Assets, are included at their 
1999 valuations. Since 1999 it has been 
Group policy not to revalue fixed assets.
Basis of consolidation
The consolidated profit and loss account and 
balance sheet combine the Accounts of the 
Company and its subsidiary undertakings 
which are prepared up to 25 September 
2005 and represent the operations of 
the Group for a period of 52 weeks. 
In accordance with Section 230 of the 
Companies Act 1985, no separate profit and 
loss account is presented for the Company.
Results of subsidiary undertakings and 
businesses acquired or sold during the year 
are included from or up to their respective 
dates of acquisition or disposal.
Entities which are jointly controlled by the 
Group and one or more other ventures 
under a contractual arrangement are treated 
as joint ventures. In the Group accounts, 
joint ventures are accounted for using the 
gross equity method.
For acquisitions prior to September 1998, 
the difference between the purchase 
consideration and the fair value of 
identifiable net assets at the date of 
acquisition was dealt with as a movement 
on reserves. On subsequent disposal of 
such businesses such goodwill is taken into 
account in determining the profit or loss on 
sale or closure.
Tangible fixed assets and depreciation
The cost of tangible fixed assets represents 
the actual purchase price paid. Cost 
includes gross interest on capital invested 
in major property development and directly 
attributable costs up to the date of opening 
for trade.
Fixtures and fittings also contain items of 
plant, machinery and equipment including 
computers.
Depreciation is not provided on freehold 
land.
Depreciation is provided to write-off the cost 
or valuation of all other fixed assets over 
their useful lives to their estimated residual 
values and is calculated by the straight-line 
method at the following rates:
  Per annum
Hotels and health &  
fitness buildings 2%
Other properties  2%
Production plant 5%-20%
Motor vehicles 10%-50%
Fixtures and fittings 5%-20%
Leasehold properties are depreciated over 
the shorter of 50 years or their remaining 
useful lives.
The carrying values of tangible fixed assets 
are reviewed for impairment in periods 
if events or changes in circumstances 
indicate that the carrying value may not be 
recoverable.
Assets under construction are not 
depreciated until they are ready for use.
When an asset is fully depreciated and no 
longer in use both the gross amount and the 
aggregate depreciation are eliminated from 
the Accounts.
Stocks
Stocks are valued at the lower of cost 
and net realisable value. Cost comprises 
expenditure directly incurred in purchasing 
or manufacturing stock and includes an 
appropriate amount of overhead.
The value attributed to timeshare stock is the 
cost of building the lodges apportioned to 
each week on the basis of the selling price 
for that week. The selling price for each 
week is dependent upon seasonality.
Certain operating supplies are treated as a 
base stock and renewals and replacements 
of such stock are written-off to the profit 
and loss account as incurred.
Deferred taxation
Full provision is made for deferred tax assets 
and liabilities arising from timing differences, 
between the recognition of gains and 
losses in the financial statements and their 
recognition in tax computations, with the 
exception of timing differences arising from 
the revaluation of, or gains rolled over into 
fixed assets for which there is no binding 
agreement to sell or on the undistributed 
profits of overseas subsidiaries. Deferred 
tax is calculated at the rates at which it is 
estimated the tax will arise. The deferred tax 
provision has not been discounted to net 
present values.
Deferred tax assets are recognised only to 
the extent that the Directors consider that 
it is more likely than not that there will be 
suitable taxable profits from which the future 
reversal of the underlying timing differences 
can be deducted.
Turnover
Turnover is the value of goods and services 
sold to third parties after deducting 
discounts and sales based taxes.
Joining fees in respect of health & fitness 
memberships are accounted for when 
received on the basis that they are not 
refundable. All other fees and subscriptions 
are recognised over the membership period.
Sales of timeshares are recognised at the 
later of the time of sale or the date building 
work on the lodge is substantially complete. 
Due allowance is then made for sales which 
may be cancelled by customers.
Pensions
Pension costs relating to the Group defined 
benefit scheme are charged to the profit and 
loss account in accordance with the advice 
of independent qualified actuaries based on 
an assessment of the current and expected 
future pensionable payroll.
Actuarial valuations of the pension scheme 
are carried out every three years and surpluses 
or deficiencies calculated on a best estimate 
basis are amortised over the remaining 
service lives of the members, except where 
there is a significant reduction in the number 
of employees in the scheme. Differences 
between the amount charged in the profit 
and loss account and the payments made 
to the schemes are treated as provisions or 
prepayments in the balance sheet.
ACCOUNTING POLICIES 
which form an integral part of the Accounts
32 I DE VERE GROUP PLC I ACCOUNTING POLICIES Payments to money purchase pensions 
schemes are charged as incurred.
Leases
Assets which are subject to finance leases 
are capitalised and the related depreciation 
charged to the profit and loss account. Lease 
payments are treated as consisting of interest 
and capital, interest being charged to the 
profit and loss account over the term of the 
lease on an actuarial basis. Rental payments 
in respect of operating leases are charged to 
the profit and loss account on a straight-line 
basis.
Property provision
Provision is made for future rental expenses 
and related costs of leasehold property (net 
of estimated sub lease income) where space 
is either vacant or not planned to be used 
for ongoing operations.
Derivatives
The Group uses forward foreign currency 
contracts to reduce exposure to foreign 
exchange rates. The Group also uses interest 
rate swaps to adjust interest rate exposures.
The Group considers its derivative 
instruments qualify for hedge accounting 
when certain criteria are met.
Forward foreign currency contracts
The criteria for forward foreign currency 
contracts are:
•  the instrument must be related to a firm 
foreign currency commitment;
•  it must involve the same currency as the 
hedged item; and
•   it must reduce the risk of foreign currency 
exchange movements on the Group’s 
operations.
The rates under such contracts are used to 
record the hedged item. As a result, gains 
and losses are offset against the foreign 
exchange gains and losses on the related 
financial assets and liabilities, or where the 
instrument is used to hedge a committed 
future transaction, are not recognised until 
the transaction occurs.
Interest rate swaps
The Group’s criteria for interest rate swaps 
are:
•  the instrument must be related to an asset 
or a liability; and 
•   it must change the character of the 
interest rate by converting a variable rate 
to a fixed rate or vice versa.
Interest differentials are recognised by 
accruing with net interest payable. Interest 
rate swaps are not revalued to fair value 
or shown on the Group balance sheet at 
the year-end. If they are terminated early, 
any gain/loss is spread over the remaining 
maturity of the original instrument.
ACCOUNTING POLICIES I ANNUAL REPORT & ACCOUNTS 2005 I 33    Before
   Exceptional Exceptional Total Total
   items items 2005 2004
   Notes £000 £000 £000 £000
     
Turnover   1 312,031 – 312,031 321,778
         
Cost of sales   2/4 (178,624) (39,720) (218,344) (184,630)
Gross profit    133,407 (39,720) 93,687 137,148
Other operating expenses (net)  2/3/4 (80,154) – (80,154) (80,898)
         
Operating profit/(loss)  1/4 53,253 (39,720) 13,533 56,250
         
Surplus/(deficit) on disposal of properties  4 – 56,663 56,663 (4,709)
Release of provision relating to disposal/ 
closure of operations   4 – – – 2,100
         
     53,253 16,943 70,196 53,641
Investment income   5 2,065  2,065 1,214
Interest payable   6 (13,303) – (13,303) (13,226)
         
Profit on ordinary activities before taxation   42,015 16,943 58,958 41,629
Taxation on profit on ordinary activities  7 (11,790) 58,489 46,699 (13,279)
         
Profit on ordinary activities after taxation   30,225 75,432 105,657 28,350
Special dividend   8   (183,365) –
Ordinary dividend   8   (11,636) (15,110) 
      
Total dividends      (195,001) (15,110)
         
Transferred (from)/to reserves  23   (89,344) 13,240
         
Earnings per share   9     
Basic      107.26p 24.78p
Diluted      105.69p 24.48p
Earnings per share excluding exceptional items  9     
Basic      30.68p 27.98p
Diluted      30.24p 27.64p
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 25 September 2005
34 I DE VERE GROUP PLC I CONSOLIDATED PROFIT AND LOSS ACCOUNT BALANCE SHEETS
at 25 September 2005
   Group Company
   
   2005 2004 2005 2004
   Notes £000 £000 £000 £000
     
Fixed assets 
Tangible assets   10 714,157 837,841 9,622 10,648
Investments in joint ventures:
 Share of gross assets    13,495 13,470 7,034 7,034
 Share of gross liabilities   (4,338) (4,465) (2,281) (2,281)
    11 9,157 9,005 4,753 4,753
Other investments   11 1,000 1,150 204,675 217,646
Investments    10,157 10,155 209,428 222,399
     724,314 847,996 219,050 233,047
         
Current assets        
Assets held for disposal  12 14,049 14,049 – –
Stocks   13 20,252 12,850 4,511 3,359
Debtors – amounts falling due:       
 within one year   14 37,611 55,360 11,781 20,434
 after more than one year (including deferred tax asset) 14 9,510 8,592 629,043 1,107,395
Cash at bank and in hand   11,691 5,284 13,003 2,698
         
     93,113 96,135 658,338 1,133,886
Creditors: amounts falling due within one year  15 (84,412) (90,958) (31,146) (29,680)
         
Net current assets    8,701 5,177 627,192  1,104,206
         
Total assets less current liabilities   733,015 853,173 846,242 1,337,253
         
Creditors: amounts falling due after more than one year 16 (214,959) (201,220) (445,662) (871,592)
         
Provisions for liabilities and charges  19 (6,541) (54,172) (3,845) (4,145)
         
Net assets    511,515 597,781 396,735 461,516
         
Capital reserves        
Called up share capital   22 25,866 25,579 25,866 25,579
Share premium   23 13,976 11,185 13,976 11,185
Revaluation reserve   23 32,522 95,867 – –
Other reserves   23 271,133 271,133 272,633 272,633
Profit and loss account   23 168,018 194,017 84,260 152,119
         
Equity shareholders’ funds   511,515 597,781 396,735 461,516
Approved by the Board of Directors on 30 November 2005 and signed on their behalf by: 
Carl Leaver Director
Roger Stubbs Director
BALANCE SHEETS I ANNUAL REPORT & ACCOUNTS 2005 I 35 CONSOLIDATED CASH FLOW STATEMENT
for the year ended 25 September 2005
   2005 2004
   Notes £000 £000 £000 £000
Net cash inflow from operating activities
 before reorganisation costs  27  54,859  78,062
Net cash outflow in respect of reorganisation costs    –  (12,023)
         
Net cash inflow from operating activities  27  54,859  66,039
         
Returns on investments and servicing of finance      
Interest received    2,065  1,214 
Interest paid    (10,011)  (10,014)  
Interest element of finance lease rental payments   (3,086)  (2,752) 
        
Net cash outflow from returns on investments 
 and servicing of finance    (11,032)  (11,552)
         
Tax recovered     9,396  9,152
         
Capital expenditure and financial investment       
Purchase of tangible fixed assets   (59,260)  (41,898) 
Sale of tangible fixed assets*   198,263  7,901
         
Net cash inflow/(outflow) from capital expenditure 
 and financial investment    139,003  (33,997)
         
Dividends paid     (197,310)  (13,707)
         
Net cash (outflow)/inflow before financing    (5,084)  15,935
         
Financing        
Issues of Ordinary share capital (net of costs)   3,078  4,104  
Increase/(decrease) in other amounts borrowed  28 8,663  (13,517) 
 
Net cash inflow/(outflow) from financing    11,741  (9,413)
         
increase in cash   28  6,657  6,522
      
*   £182,714,000 of this amount relates to the final net proceeds from the disposal of The De Vere Belfry.  
This transaction has been treated as an exceptional item in the profit and loss account.
36 I DE VERE GROUP PLC I CONSOLIDATED CASH FLOW STATEMENT OTHER STATEMENTS
for the year ended 25 September 2005
Statement of total recognised gains and losses
     2005 2004
      £000 £000
    
Total recognised gains and losses since the last annual accounts    105,657 28,350
    
Note of historical cost profits and losses
     2005 2004
      £000 £000
    
Reported profit on ordinary activities before taxation     58,958 41,629
Difference between a historical cost depreciation charge and the actual depreciation
 charge calculated on the revalued amount     145 240
Revaluation surplus realised on disposal of assets     53,947 3,264
Revaluation relating to impairment of fixed assets     9,253 –
        
Historical cost profit on ordinary activities before taxation    122,303 45,133
    
Historical cost (loss)/profit for the year retained after taxation and dividends   (25,999) 16,744
    
Reconciliation of movements in shareholders’ funds
     2005 2004
      £000 £000
    
Profit attributable to Ordinary shareholders of the Company    105,657 28,350
Special dividend      (183,365) –
Ordinary dividends      (11,636) (15,110)
    
       (89,344) 13,240
Shares issued (net of costs)     3,078 4,104
    
Net movement in shareholders’ funds     (86,266) 17,344
Opening shareholders’ funds     597,781 580,437
    
Closing shareholders’ funds     511,515 597,781
    
 
OTHER STATEMENTS I ANNUAL REPORT & ACCOUNTS 2005 I 37 NOTES TO THE ACCOUNTS
1. Segmental analysis
All of the Group’s business activities, as described in the Operating Review on pages 10 to 12 and related net assets are situated in the UK and 
all sales and profits are earned from business conducted in the UK that are continuing operations. The analysis of turnover, operating profit and 
net assets by class of business is as follows:
   2005   2004
  Operating   Operating
 Turnover profit Net assets Turnover profit Net assets
  £000 £000 £000 £000 £000 £000
         
De Vere  167,298 30,414 438,690* 187,890 36,862 537,539*
Village  81,496 17,635 222,938 73,846 15,818 198,002
Greens  32,514 3,960 48,856 31,234 3,462 59,307
G&J Greenall  30,723 1,244 6,325 28,808 1,451 5,627
Continuing businesses  312,031 53,253 716,809 321,778 57,593 800,475
Exceptional items (Note 4)  (39,720)   (1,343) 
Net borrowings    (205,294)   (202,694)
   
   312,031 13,533 511,515 321,778 56,250 597,781
* Includes share of net assets of joint ventures amounting to £9,157,000 (2004: £9,005,000).
Reconciliation of EBITDA to operating profit
     2005
       
  De Vere Village Greens G&J Greenall Total 2005
   £000 £000 £000 £000 £000
         
EBITDA   41,161 23,565 7,453 1,999 74,178
Depreciation   (10,747) (5,930) (3,493) (755) (20,925)
Operating profit before exceptional items  30,414 17,635 3,960 1,244 53,253
Exceptional items:
 Fixed asset impairments  (27,004) (4,357) (8,359) – (39,720)
Operating profit   3,410 13,278 (4,399) 1,244 13,533
   
         
  
    2004
  
     Bid defence
 De Vere Village Greens G&J Greenall costs etc Total 2004
  £000 £000 £000 £000 £000 £000
         
EBITDA  50,490 21,284 7,190 2,208 – 81,172
Depreciation  (13,628) (5,466) (3,728) (757) – (23,579)
Operating profit before exceptional 
 items  36,862 15,818 3,462 1,451 – 57,593
Exceptional items charged against 
 operating profit  – – – – (1,343) (1,343)
Operating profit  36,862 15,818 3,462 1,451 (1,343) 56,250
        
38 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS 2. Cost of sales and other operating expenses
  
     2005 2004
      £000 £000
    
Cost of sales      218,344 184,630
    
Cost of sales include a fixed asset impairments charge of £39,720,000 (2004: £Nil).
Other operating expenses:    
Distribution costs      870 850
Administrative expenses     79,284 80,048
    
Total other operating expenses     80,154 80,898
    
Administrative expenses in 2004 includes exceptional bid defence costs and other costs of £1,343,000 – see Note 4.
 
     2005 2004
      £000 £000
    
Cost and expenses include the following:    
Depreciation of owned tangible fixed assets     20,898 23,552
Depreciation of leased tangible fixed assets     27 27
Fixed asset impairments     39,720 –
Repairs and maintenance     6,977 6,988
Operating leases – plant and machinery     862 1,072
  – land and buildings     7,447 5,812
    
Fees payable to the Group’s Auditor, Ernst & Young, are analysed as follows:
Statutory audit       117 90
Audit-related reporting      66 10
    
Audit fees      183 100
    
Further assurance services:    
Working capital review – special dividend following the disposal of The De Vere Belfry   87 –
Working capital review – aborted acquisitions     45 29
Review and opinion on GPG bid defence document     – 26
Review of directors’ and senior managers’ expenses claims and procedures   – 7
       
Non-audit fees      132 62
    
Both the audit fees and non-audit fees payable to Ernst & Young are reviewed by the Audit Committee to ensure they are cost-effective and that 
the auditors’ independence is maintained.
Fees to other major firms of accountants for non-audit services amounted to £218,000 (2004: £40,000).
  
NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 39 NOTES TO THE ACCOUNTS (CONTINUED)
3. Employee costs
  
     2005 2004
Particulars of employee costs including those of Directors:    £000 £000
    
Wages and salaries      88,942 94,547
Social security costs      7,454 7,536
Pension costs – Group Pension Scheme     2,194 2,212
   – Money Purchase Scheme     723 841
        
       99,313 105,136
    
Details of Directors’ emoluments are included in the Directors’ Remuneration Report on pages 24 to 29.
The average number of persons  
employed by the Group was as follows:     2005 2004
De Vere      3,516 4,173
Village      2,068 2,046
Greens      690 700
G&J Greenall      105 95
        
       6,379 7,014
         
 
4. Exceptional items
  
     2005 2004
      £000 £000
    
Operating exceptional items:    
Fixed asset impairments     (39,720) –
Aborted Premier Lodge acquisition costs     – (385)
Bid defence costs      – (958)
     
       (39,720) (1,343)
    
Non-operating exceptional items:    
Surplus/(deficit) on disposal of properties     56,663 (4,709)
Release of surplus provision relating to the disposal/closure of Tavern    – 2,100
     
       56,663 (2,609)
Deferred Taxation    
Tax effect of the disposal of The De Vere Belfry     7,363 –
Prior year taxation losses recognised     44,138 –
Tax effect of fixed asset impairments     6,988 –
     
       58,489 –
    
All hotels have been valued by external valuers on existing use basis at September 2005 and the Greens Health & Fitness clubs have been valued 
by the Directors. The impairment charge has been calculated in respect of income generating units. A discount rate of 14% has been applied in 
arriving at the “value in use” of Greens’ assets.
The £56,663,000 surplus on disposal of fixed assets primarily relates to the sale and manage-back of The De Vere Belfry, to the Quinn Group, on 
16 March 2005.
The 2004 exceptional costs were incurred on the aborted acquisition of Premier Lodge and in defence of the Guinness Peat Group’s partial offer 
for a further 25% of the Ordinary share capital of the Group. The 2004 release of surplus provision of £2,100,000 related to the disposal/closure 
of the drinks wholesaling business Tavern in 2001 and reflected the Group’s success in resolving a number of historical property issues.
All the previous year’s operating exceptional items were paid in the year.
40 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS 5. Investment income
  
     2005 2004
      £000 £000
    
Bank and other interest*     2,065 1,214
    
* Includes £1,600,000 of interest received on a Corporation Tax refund (2004: £1,100,000).
    
6. Interest payable
  
     2005 2004
      £000 £000
    
Loans and bank overdrafts     10,014 10,605
Finance lease charges      3,086 2,752
Amortisation of debt issue costs     594 252
Interest capitalised at 5.5% (2004: 5.1%)     (391) (383)
    
       13,303 13,226
    
7. Taxation on profit on ordinary activities
  
     2005 2004
(i) Analysis of tax (credit)/charge     £000 £000
UK Corporation Tax:    
 – adjustments in respect of prior years     – 209 
Overseas tax      180 409
    
Total current tax      180 618
Deferred tax charge before exceptional items     11,610 12,948
Tax charge before exceptional items     11,790 13,566
    
Deferred tax on exceptional items:
 – Prior year adjustment for losses     (44,138) –
 – Disposal of The De Vere Belfry     (7,363) –
 – Fixed asset impairments      (6,988) – 
 – Bid defence costs       – (287)
        (58,489) (287)
Total deferred tax (credit)/charge – see Note 21     (46,879) 12,661
 
Total tax (credit)/charge     (46,699) 13,279
    
 
In addition to agreeing various historic taxation issues with the tax authorities during the year, sufficient information has been obtained and 
provided to HM Revenue & Customs regarding the disposal of the tenanted and managed public houses, in 1999 and 2000 respectively, to 
enable the Directors to recognise losses as being available to offset against future taxable profits. This has given rise to a deferred tax credit of 
£44,138,000.
There is no tax charge on the capital gain realised on the disposal of The De Vere Belfry, as this gain will be rolled over into the Group’s capital 
expenditure. A deferred tax provision, arising from timing differences between capital allowances and depreciation of £7,363,000 has been 
released following the disposal of The De Vere Belfry.
There is a taxation credit of £6,988,000 relating to the fixed asset impairments charge.
In 2004 the deferred tax credit of £287,000 related to the exceptional charge for bid defence costs.
NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 41 NOTES TO THE ACCOUNTS (CONTINUED)
7. Taxation on profit on ordinary activities (continued)
  
     2005 2004
(ii) Reconciliation of current tax charge     £000 £000
Profit on ordinary activities before taxation     58,958 41,629
    
Notional tax charge at UK Corporation Tax rate of 30% (2004: 30%)    17,687 12,489
(Non-taxable income)/expenses not deductible for tax purposes    (322) 357
Deduction for items charged in prior years     (1,343) (1,908)
Difference between capital allowances and depreciation    6,016 (6,450)
Difference between overseas tax rates     (320) (301)
Utilisation/(increase) of tax losses     (1,932) (4,854)
Capital losses/(gains) not attracting tax     (24,362) 1,076
Adjustment to the tax charge in respect of previous periods    (171) 209
Fixed asset impairments not deductible for tax purposes    4,927 –
    
       180 618
    
Deferred tax is calculated at the rates at which it is estimated the tax will arise. The deferred tax provision has not been discounted.
(iii) Factors that may affect future tax charges
As a result of deferred and overseas tax, the Group expects its tax charge for the foreseeable future to remain at an effective rate close to the UK 
Corporation Tax rate of 30%. However the Group does not expect to pay any significant amounts of “cash tax“ in the medium term.
Deferred tax assets have not been recognised where the likelihood of realisation fails to meet the ‘more likely than not’ criterion. No provision 
has been made for deferred tax on gains recognised on revaluing property or on the sale of properties where potentially taxable gains have 
been rolled over into replacement assets. At the year-end the total unprovided deferred tax on assets if sold at book value, including the impact 
of gains rolled over against these assets, would be £79 million (2004: £91 million). A significant proportion of this relates to the capital gains 
arising after the disposal of the managed and tenanted public houses in 1999 and 2000 for £370 million and £1.3 billion respectively. The 
capital gain is subject to agreeing March 1982 valuations for individual pubs and goodwill for the business and other factors. Agreement of 
these valuations will take time to resolve and will result in additional capital losses which could be recognised to offset the £79 million. Such tax 
would only become payable if the properties were sold without it being possible to claim rollover relief and if expenditure on replacement assets 
were less than anticipated. However, it is not expected that any capital gain will be crystallised in the foreseeable future.
 
8. Dividends
  
     2005 2004
      £000 £000
    
Ordinary shares:    
Special dividend of 159 pence per share paid on 29 March 2005    183,365 –
Interim paid on 20 June 2005 at 4.58 pence (2004: 4.28 pence) per share   3,780 4,945
Final proposed to be paid on 17 February 2006 to members on the Register on 20 January 2006    
 at 9.44 pence (2004: 8.82 pence) per share     7,856 10,165
    
       195,001 15,110
    
The special dividend of 159 pence per share was paid following the disposal of The De Vere Belfry.
The provisional ex-dividend date for the Ordinary shares is 18 January 2006.
42 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS 9. Earnings per share
Basic earnings per share is calculated with reference to the earnings attributable to Ordinary shareholders of £105,657,000 (2004: £28,350,000) 
and the weighted average number of Ordinary shares in issue during the year of 98,504,000 (2004: 114,418,000).
Diluted earnings per share is basic earnings per share adjusted for all dilutive share options. Diluted earnings for the year were £105,657,000 
(2004: £28,350,000) and the weighted average number of Ordinary shares 99,967,000 (2004: 115,832,000).
Adjusted earnings per share figures are disclosed based on the elimination from earnings of exceptional items.
Prior year earnings per share figures have not been adjusted following the payment of the special dividend and subsequent 5 for 7 share 
consolidation.
  
     2005 2004
Earnings per share     Notes pence pence
Basic:    
Earnings per Ordinary share     107.26 24.78
Exceptional items – surplus on disposal of properties    4/7 (57.52) 4.12 
  – fixed asset impairments     40.32 – 
  – taxation credits and other items     (59.38) (0.92)
    
Adjusted basic earnings per share     30.68 27.98
    
Diluted:    
Earnings per Ordinary share     105.69 24.48
Exceptional items – surplus on disposal of properties    4/7 (56.68) 4.07 
  – fixed asset impairments     39.73 – 
  – taxation credits and other items     (58.50) (0.91)
    
Adjusted diluted earnings per share     30.24 27.64
    
10. Tangible fixed assets
  
     2005 2004
Group      £000 £000
    
Properties:    
Hotels and health & fitness properties     612,029 705,931
Other properties      6,158 7,221
    
       618,187 713,152
Comprising:
Freehold      465,436 552,462
Long leasehold      105,689 108,287
Short leasehold      47,062 52,403
       
Fixtures and fittings      95,970 124,689
    
Net book values      714,157 837,841
    
Historical cost of properties    
Cost      621,837 629,051
Depreciation based on cost     (35,735) (10,737)
    
Historical net book amounts     586,102 618,314
    
NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 43 NOTES TO THE ACCOUNTS (CONTINUED)
10. Tangible fixed assets (continued)
   Hotels and 
   health & fitness Other Fixtures  
   properties properties and fittings Total
Group    £000 £000 £000 £000
Gross amounts        
At 26 September 2004    716,855 8,063 182,494 907,412
Additions during year    50,347 – 13,810 64,157
Fully depreciated assets   – – (12,569) (12,569)
Disposals    (119,745) (1,161) (14,555) (135,461)
         
At 25 September 2005    647,457 6,902 169,180 823,539
         
At cost    276,268 6,902 169,180 452,350
At valuation 1999    371,189 – – 371,189
         
     647,457 6,902 169,180 823,539
         
Aggregate depreciation       
At 26 September 2004    10,924 842 57,805 69,571
Charge for the year    2,774 28 18,123 20,925
Fully depreciated assets   – – (12,569) (12,569)
Depreciation eliminated on disposals   (1,609) (126) (6,530) (8,265)
Impairment charge    23,339 – 16,381 39,720
         
At 25 September 2005    35,428 744 73,210 109,382
         
Net book values at 25 September 2005   612,029 6,158 95,970 714,157
         
Net book values at 26 September 2004   705,931 7,221 124,689 837,841
         
 
The net book value of tangible fixed assets includes an amount of £49,791,000 (2004: £52,979,000) in respect of hotels held under finance leases.
The aggregate amount of capitalised interest included in fixed assets is £5,353,000 (2004: £6,573,000).
Included above are assets under construction amounting to £39,468,000 (2004: £12,103,000). These assets are not depreciated until ready for use.
All of the Group’s hotels were revalued by Gerald Eve and Fleurets, external Chartered Surveyors, as at 25 September 2005 on an existing use 
basis. The Greens health and fitness clubs were subject to a Directors’ valuation. The revaluation revealed a net surplus of £102 million. An 
impairment charge of £39.7 million has been taken to the profit and loss account however, the revaluation surplus of £142 million has not been 
recognised in these accounts in accordance with the Group’s accounting policy of carrying fixed assets at their valuation in 1999.
44 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS 10. Tangible fixed assets (continued)
     2005 2004
Company      £000 £000
Properties:    
Freehold      6,120 7,183
Short leasehold      38 38
    
       6,158 7,221
Fixtures and fittings      3,464 3,427
    
Net book values      9,622 10,648
    
    
     Fixtures
    Properties and fittings Total
Company     £000 £000 £000
         
Gross amounts        
At 26 September 2004     8,063 7,711 15,774
Additions during year     – 764 764
Disposals     (1,161) – (1,161)
         
At 25 September 2005     6,902 8,475 15,377
         
Aggregate depreciation       
At 26 September 2004     842 4,284 5,126
Charge for the year     28 727 755
Depreciation eliminated on disposals    (126) – (126)
         
At 25 September 2005     744 5,011 5,755
         
Net book values at 25 September 2005    6,158 3,464 9,622
         
Net book values at 26 September 2004    7,221 3,427 10,648
        
NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 45 NOTES TO THE ACCOUNTS (CONTINUED)
11. Investments
   Loans Listed Unlisted Total
Group    £000 £000 £000 £000
         
At cost        
At 26 September 2004    1,000 1,337 9,005 11,342
Disposals    – (1,337) – (1,337)
Share of retained profit of joint ventures   – – 152 152
         
At 25 September 2005    1,000 – 9,157 10,157
         
Provisions        
At 26 September 2004    – 1,187 – 1,187
Disposals    – (1,187) – (1,187)
At 25 September 2005    – – – –
         
Net book values at 25 September 2005   1,000 – 9,157 10,157
         
Net book values at 26 September 2004   1,000 150 9,005 10,155
         
 
     2005 2004
Company      £000 £000
         
Subsidiary undertakings     204,675 217,496
Other investments      4,753 4,903
         
       209,428 222,399
         
 
Subsidiary undertakings     £000
        
At cost        
At 26 September 2004      217,496
Additions      –
Repayments      (12,821)
        
At 25 September 2005      204,675
        
Provisions      
At 26 September 2004 and 25 September 2005     –
        
Net book values at 25 September 2005     204,675
        
Net book values at 26 September 2004     217,496
        
46 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS 11. Investments (continued)
     Joint
    Listed ventures Total
Company     £000 £000 £000
         
At cost        
At 26 September 2004     1,337 4,753 6,090
Disposals     (1,337) – (1,337)
         
At 25 September 2005    – 4,753 4,753
         
Provisions        
At 26 September 2004     1,187 – 1,187 
Disposals     (1,187) – (1,187)
 
      – – –
         
Net book values at 25 September 2005    – 4,753 4,753
         
Net book values at 26 September 2004    150 4,753 4,903
         
 
The fair value of investments at 25 September 2005 was £10,171,000 (Group) (2004: £10,685,000) and £4,766,000 (Company) (2004: 
£5,433,000). During the year the Group sold its 16% holding in the Ordinary shares of Paramount plc.
Joint venture investments in the Company relate, principally, to a 50% interest in Daresbury Park Developments Limited, the company developing 
the Group’s land interests near its head office. In the Group, joint venture investments also include a 50% interest in a joint venture company, 
Bolton Whites Hotel Limited which owns and operates the De Vere Whites hotel.
Daresbury Park Developments Limited prepares accounts to 31 December for each financial period. Bolton Whites Hotel Limited prepares 
accounts up to 30 June for each financial year.
The market value of other investments, as adjusted by provisions, is not materially different from book value.
Subsidiary undertakings
The principal subsidiary undertakings in which the Company holds 100% of the issued share capital are set out below. All subsidiary undertakings 
are registered in England and Wales and operate principally in the United Kingdom.
Subsidiary Company  Main Activity
De Vere Hotels & Leisure Limited*  Hoteliers and leisure club operators 
De Vere Golf & Leisure Limited* Golf course and leisure club operators
* Indirect holding
NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 47 NOTES TO THE ACCOUNTS (CONTINUED)
12. Assets held for disposal
  
   Group  Company
      
   2005 2004 2005 2004
    £000 £000 £000 £000
         
Fixed assets held for disposal   14,049 14,049 – –
         
         
 
13. Stocks
  
   Group  Company
      
   2005 2004 2005 2004
    £000 £000 £000 £000
Raw materials    2,199 1,897 2,199 1,897
Finished goods    5,154 4,880 2,227 1,373
Consumable stores    1,943 2,269 85 89
Resort Ownership stocks   10,956 3,804 – –
         
     20,252 12,850 4,511 3,359
         
 
The difference between purchase price and production cost of stocks and their replacement cost is not material.
14. Debtors
  
   Group  Company
      
   2005 2004 2005 2004
    £000 £000 £000 £000 
     restated
         
Due within one year:       
Trade debtors    19,690 19,875 6,537 5,697
Loans to employees    20 129 – –
Other debtors    6,073 2,756 722 583
Property disposal proceeds   – 14,254 – –
Due from subsidiary undertakings   – – 3,561 6,273
Due from joint ventures (see Note 30)   1,214 1,395 – –
Prepayments and accrued income   10,614 7,577 – –
Corporation Tax    – 9,374 – 6,963
Value Added Tax    – – 961 918
         
     37,611 55,360 11,781 20,434
         
Due after more than one year:       
Due from subsidiary undertakings   – – 602,918 1,107,261
Deferred tax asset    – – 26,125 134
Other debtors    9,510 8,592 – –
         
     9,510 8,592 629,043 1,107,395
         
  
The future profitability of the Company will have a direct effect on the recoverability of the deferred tax asset.
48 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS 15. Creditors: amounts falling due within one year
  
   Group  Company
      
   2005 2004 2005 2004
   Note £000 £000 £000 £000 
     restated
  
Short-term loans repayable on demand  17 1,833 6,337 1,833 6,337
Bank overdrafts   17 161 411 7,920 –
Net obligations under finance leases  17 32 10 – –
Trade creditors    21,749 22,021 5,995 4,461
Due to subsidiary undertakings   – – 527 171
Value Added Tax    4,121 5,960 – –
Social security and PAYE   2,063 2,095 137 134
Other creditors    13,591 14,801 1,444 2,999
Accruals and deferred income   33,006 29,158 5,434 5,413
Proposed dividends    7,856 10,165 7,856 10,165
         
     84,412 90,958 31,146 29,680
         
 
16. Creditors: amounts falling due after more than one year 
  
   Group  Company
      
   2005 2004 2005 2004
   Note £000 £000 £000 £000
         
$100m 6.4% Guaranteed senior loan notes  17 63,156 63,133 63,156 63,133
Unsecured bank loans – revolving credit facility  17 100,592 86,524 100,592 86,524
Hotel finance lease obligations  17 51,211 51,531 – –
Other finance leases   17 – 32 – –
Due to subsidiary undertakings  17 – – 281,914 721,935
         
     214,959 201,220 445,662 871,592
         
 
NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 49 NOTES TO THE ACCOUNTS (CONTINUED)
17. Borrowings
  
   Group  Company
      
   2005 2004 2005 2004
   Notes £000 £000 £000 £000
Amounts falling due within one year:
Loan notes  (i)  – 4,368 – 4,368
Unsecured loan stocks 2005-2013   1,833 1,969 1,833 1,969
          
Short-term loans repayable on demand  15 1,833 6,337 1,833 6,337
Finance leases   15 32 10 – –
Bank overdrafts  (ii)  15 161 411 7,920 –
Less – cash at bank and in hand   (11,691) (5,284) (13,003) (2,698)
          
      (9,665) 1,474 (3,250) 3,639
          
Amounts falling due after more than one year:
$100m 6.4% Guaranteed senior loan notes (iii) 16 63,156 63,133 63,156 63,133
Revolving credit facility  (iv) 16 100,592 86,524 100,592 86,524
Hotel finance leases  (v) 16 51,211 51,531 – –
Other finance leases   16 – 32 – –
Due to subsidiary undertakings (vi) 16 – – 281,914 721,935
     
     214,959 201,220 445,662 871,592
         
Net borrowings   28 205,294 202,694 442,412 875,231
         
 
 Maturity schedule of borrowings due in more than one year:
 By instalments:        
  Due in more than one but not more than two years  – 32 – –
 Other than by instalments:       
  Due in more than ten years   51,211 51,531 281,914 721,935
   Due in more than five but not more than ten years   63,156 63,133 63,156 63,133
  Due in more than two but not more than five years  100,592 86,524 100,592 86,524
          
      214,959 201,220 445,662 871,592
(i) The Loan notes were fully repaid on 10 April 2005.
(ii)  The Group has a bank overdraft facility of £25 million (2004: £25 million) which remained undrawn at Group level at both year-ends; this 
facility is reviewed by the bank on an annual basis.
(iii)  The principal and interest payable on these loan notes have been hedged into sterling for the full term of the notes. Sterling interest on the 
US $100 million is fixed at a rate of 7.15% for the remaining term of the notes. The loan notes are repayable in full on 18 December 2012.
(iv)  At the year-end £99 million of the revolving credit facility remains undrawn (2004: £88 million). The new £200 million facility expires in 
January 2010. The interest on the facility is determined by reference to LIBOR. The interest rate on this loan was 5.0% at the year-end  
(2004: 5.6%).
(v) The hotel finance lease obligations mature between 31 December 2022 and 23 August 2024. Interest payable is based on LIBOR.
(vi)  The amounts due from the Company to subsidiary undertakings are a mixture of interest bearing and non-interest bearing loans. Interest 
payable is based on Base Rate.
The carrying value of debt at 25 September 2005 secured on fixed assets was £51,243,000 (2004: £51,573,000). 
50 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS 18. Derivatives and financial instruments
An explanation of the Group’s objectives, policies and strategies for the role of derivatives and other financial instruments in creating and 
changing the risks of the Group in its activities can be found on page 14.
With the exception of the analysis of currency exposures the disclosures below exclude short-term debtors and creditors.
Interest rate management
Weighted average interest rates applicable to fixed rate and floating rate borrowings and assets were as follows:
  
   2005  2004
      
    £000 % £000 %
         
Borrowings – fixed rate*   123,156 5.8 123,133 6.0
Borrowings – floating rate   93,829 5.4 84,845 5.7
Cash at bank and in hand – floating rate   (11,691) 3.5 (5,284) 3.8
         
Net borrowings    205,294  202,694  
Long-term debtors – fixed rate   (9,510) 4.5 (8,592) 6.1
         
     195,784 5.8 194,102 5.9
         
* The weighted average period for the fixed rate debt is 7.1 years (2004: 7.1 years).
Maturity of financial instruments is disclosed in Note 17.
Fixed rate borrowings comprise US $100 million Guaranteed senior loan notes which have been hedged into Sterling at a value of £63,156,000 
(net of costs) until maturity and three £20 million interest rate swaps fixing the interest rate at 3.90%, 4.42% and 5.06% on an element of the 
Group’s floating rate borrowings. The amount of available borrowing facilities at year-end is disclosed in the Financial Review on page 14, which 
also includes an assessment of the estimated impact of a change in interest rates on the Group’s results. The weighted average period of long-
term debtors is 4.7 years (2004: 4.5 years).
The interest rate applicable to floating rate debt is determined by reference to LIBOR or Base Rate.
Transactions conducted in foreign currencies are not significant in the context of the Group’s overall business.
Currency exposure
All financial assets and liabilities are denominated in sterling, except for the US $100 million Guaranteed senior loan notes for which all cash 
flows have been hedged into sterling.
 
Financial instruments
Set out below is a year-end comparison of current and book values of the Group’s financial instruments by category. Where available, market 
values have been used to determine fair values. Where market values are not available, fair values have been calculated for interest swap 
contracts using appropriate pricing models.
Short-term debtors and creditors have been excluded as permitted by FRS 13.
   2005 2005 2004 2004
   Book value Fair value Book value Fair value
    £000 £000 £000 £000
Investments    (10,157) (10,170) (10,155) (10,685)
Cash at bank and in hand (at floating rate based on LIBOR)  (11,691) (11,691) (5,284) (5,284)
Short-term loans, bank overdrafts, and finance leases   2,026 2,026 6,758 6,758
Long-term borrowings    214,959 208,516 201,220 194,035
Long-term debtors – interest bearing (up to 10 years)  (9,510) (9,510) (8,592) (8,592)
Interest rate contracts – positive fair values   – (422) – (847)
  – negative fair values
†
   – 11,966 – 8,565
         
†
 The unrecognised losses on the interest rate contracts disclosed in the table above will be recognised over 6.6 years (2004: 7.6 years).
NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 51 NOTES TO THE ACCOUNTS (CONTINUED)
19. Provisions for liabilities and charges
    Deferred
     tax Property Total 
     £000 £000 £000
  
Group       
At 26 September 2004     47,018 7,154 54,172
Created/(utilised) during the year    4,676 (752) 3,924
Recognised during the year    (51,555) – (51,555)
        
At 25 September 2005    139 6,402 6,541
        
Company       
At 26 September 2004     – 4,145 4,145
Utilised during the year    – (300) (300)
        
At 25 September 2005    – 3,845 3,845
     
The property provision represents rents payable and allowance for dilapidations on vacant leasehold properties. The majority of the property 
provision remaining at 25 September 2005 is expected to be utilised over the next five years.
An analysis of the provision for deferred tax is given in Note 21.
 
20. Pensions
a) Pensions
The Group operates a contracted-out defined benefit scheme, The Greenalls Group Pension & Life Assurance Scheme (“the Scheme”), the assets 
of which are held in a separate trustee administered fund. The Scheme is now closed to new members. Contributions are paid into the Scheme 
in accordance with the recommendations of an independent actuary on the basis of triennial valuations.
The latest formal triennial actuarial valuation, carried out on 5 April 2003, disclosed that the value of the Scheme’s assets totalled £197 million 
at market value, which represented 83% of the benefits that had accrued to members after allowing for expected future increases in earnings. 
The liabilities were valued on a market-related projected unit basis. Under this basis the current service cost will increase as the members of the 
scheme approach retirement.
After consultation with the Group’s actuaries and the Pension Trustees, the Group has agreed to make additional contributions of £2.8 million 
per annum from February 2004 over the next thirteen years and this will be reviewed at the next triennial valuation in April 2006. The additional 
contributions will be increased annually in line with wage inflation.
The SSAP 24 charge for the year based on best estimate valuation was £2.2 million (2004: £2.2 million).
The Group also operates a defined contribution Group Personal Pension Plan for employees in which liabilities are restricted to the level of 
contributions paid into the Scheme.
 
The assumptions, which have had the most significant effect on the funding of the Scheme, are set out in the following table:
  
       %
Price inflation       2.50
Pension increases (non-guaranteed minimum pension)      3.00
Return on investments (net of investment costs and expenses)     5.75
Increase in pensionable earnings      4.25
52 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS 20. Pensions (continued)
b) Pensions – FRS 17 Retirement Benefits
The valuation used for FRS 17 disclosures has been based on data being used for the 5 April 2003 valuation and updated by Watson Wyatt LLP 
to take account of the requirements of FRS 17 in order to assess the liabilities of the Scheme at 25 September 2005. Scheme assets are stated at 
their market value at 25 September 2005. The following assumptions were used to determine the value of the scheme’s liabilities:
    2005 2004 2003
     % % %
         
Discount rate     5.05 5.65 5.50
Inflation rate     2.80 2.80 2.50
Increase to deferred benefits during deferment    2.80 2.80 2.50
Increases to pensions in payment    3.00 3.00 3.00
Salary increases     4.30 4.30 4.25
         
 
The assets in the Scheme and the expected rate of return were:
  Value at Long-term rate of 
  the year-end return at the year-end
 2005 2004 2003 2005 2004 2003
  £m £m £m % % %
 
Equities  100.2 82.9 66.9 8.0 8.2 8.3
Fixed interest gilts  62.5 60.3 63.6 4.3 4.8 4.7
Long-dated corporate bonds 73.9 61.2 69.6 5.1 5.7 5.5
Cash  0.2 5.6 8.0 4.3 4.3 4.0
Other  1.8 1.9 2.0 – – –
         
Total market value of assets 238.6 211.9 210.1 
Present value of Scheme liabilities (274.6) (243.6) (242.7)
         
Deficit in the Scheme  (36.0) (31.7) (32.6) 
Related deferred tax asset 10.8 9.5 9.8 
Net pension liability under FRS 17 (25.2) (22.2) (22.8)
Liability accrued in Group accounts 
 (net of deferred tax)  – – 1.7 
         
Deficit  (25.2) (22.2) (21.1)
    
      2005 2004 
Group net assets and reserves     £m £m
    
Net assets        
Group net assets at the year end     511.5 597.8 
Pension liability under FRS 17     (25.2) (22.2)
Net assets including pension liability     486.3 575.6
        
Reserves        
Profit and loss reserve at the year-end     171.3 194.0 
Pension liability under FRS 17     (25.2) (22.2)
Profit and loss reserve      146.1 171.8
NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 53 NOTES TO THE ACCOUNTS (CONTINUED)
20. Pensions (continued)
 
     2005 2004
Analysis of the amount charged to operating profit*    £m £m
    
Current service cost      1.0 1.0
  
Analysis of the amount charged to other finance costs*    
Expected return on pension Scheme assets     (13.1) (12.7)
Interest on pension Scheme liabilities     13.3 13.0
    
Net charge to finance costs     0.2 0.3
    
Analysis of the proforma amount recognised in statement     2005 2004
of total recognised gains and losses (“STRGL”)*     £m £m
Difference between the expected and actual return on assets    (20.1) 2.1
Experience losses arising on the Scheme liabilities     0.0 1.8
Changes in assumptions underlying the present value of the Scheme liabilities   27.1 (0.5)
    
Total loss recognised in STRGL before adjustment for tax    7.0 3.4
    
* Disclosed on a proforma basis under the transitional rules of FRS 17.
     Total Total
Analysis of the movement in deficit in the Scheme    2005 2004
during the year      £m £m
Deficit in Scheme at start of the year (excluding deferred tax asset)    (31.7) (30.1)
Current service cost      (1.0) (1.0)
Contributions paid (net of special contributions)     3.9 3.1
Other financial charge      (0.2) (0.3)
Actuarial loss       (7.0) (3.4)
        
Deficit in Scheme at end of the year (excluding deferred tax asset)    (36.0) (31.7)
    2005 2004 2003 2002 
History of experience gains and losses   £m £m £m £m
Difference between the expected and actual return on assets  (20.1) 2.1 (4.5) 11.0
Percentage of Scheme assets at end of year   8% 1% 2% 6% 
   
Experience losses/(gains) arising on the Scheme liabilities  0.0 1.8 (15.6) (2.9)
Percentage of Scheme liabilities at end of year   0% 1% 6% 2%
    
Total amount recognised in statement of total recognised (gains)  
 and losses    7.0 3.4 (8.6) 27.1
Percentage of Scheme liabilities at end of year   3% 1% 4% 11%
    
54 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 55
21. Deferred taxation
   Group Company
      
   2005 2004 2005 2004
    £000 £000 £000 £000
         
Capital allowances in excess of depreciation   (44,181) (49,611) (586) (747)
Tax losses carried forward   44,170 1,526 26,373 –
Deferred tax on pension provision   (696) 608 338 881
Other timing differences    568 459 – –
         
Net deferred tax (liability)/asset   (139) (47,018) 26,125 134
         
 
   Group Company
      
Reconciliation of the movement in deferred tax    2005 2004 2005 2004
(liability)/asset during the year   £000 £000 £000 £000
         
Net (liability)/asset at start of year   (47,018) (34,357) 134 4,980
Deferred tax credit/(charge) in the profit and loss account for the  
 year (Note 7)    46,879 (12,661) 25,991 (4,846)
         
Net (liability)/asset at end of year   (139) (47,018) 26,125 134
         
 
22. Share capital
     2005 2004
Authorised      £000 £000
         
250,534,997 Ordinary shares of 22
2
/ 9 pence each at September 2004    – 55,674
178,953,569 Ordinary shares of 31
1
/ 9 pence each at September 2005    55,674 –
         
 
     2005 2004
Allotted, called up and fully paid     £000 £000
         
83,141,634 Ordinary shares of 31
1
/ 9 pence each  
(2004: 115,103,775 Ordinary shares of 22
2
/ 9 pence each)    25,866 25,579
         
 
On 10 February 2005 the Board announced the sale of The De Vere Belfry hotel for £186 million and the return of the net proceeds to 
shareholders by way of a special dividend of 159 pence per share, amounting to £183.4 million. On 21 March 2005 a 5 for 7 share 
consolidation was undertaken in order to maintain comparability of share prices, earnings and dividends per share before and after payment of 
the special dividend. The effect of this exercise was to reduce the number of shares in issue from 115,323,880 shares with a nominal value of  
22
2
/ 9 pence to 82,374,200 shares, with a nominal value of 31
1
/ 9 pence.
During the year 748,731 Ordinary shares (2004: 1,138,672) were issued on the exercise of options under the De Vere Executive Share Option 
Scheme at prices ranging between 291 pence and 360 pence. The total cash consideration amounted to £2,424,000.
The Company issued 238,808 (2004: 243,589) Ordinary shares at prices ranging between 237 pence and 345 pence per share under the De Vere 
Sharesave Scheme. The total cash consideration amounted to £654,000 (2004: £635,000). NOTES TO THE ACCOUNTS (CONTINUED)
22. Share capital (continued)
The 2001 De Vere Group Plc Executive Share Option Scheme (“The 2001 Scheme”)
As at 25 September 2005 options outstanding in respect of grants made under the 2001 Scheme were as follows:
     Ordinary
     shares Option
Option exercise period     under option prices
Up to 12 July 2015      3,346,001 285p-555p
         
 
The number of options outstanding at 26 September 2004 was 2,847,026 at prices ranging between 285 pence and 426 pence.
During the year options were awarded over 1,188,756 Ordinary shares at 555 pence, exercisable between October 2007 and September 2015.
The De Vere Group Plc Executive Share Option Scheme 1995 (“Executive Scheme”)
As at 25 September 2005 options outstanding in respect of grants made under the Executive Scheme were as follows:
     Ordinary
     shares Option
Option exercise period     under option price
         
Up to 7 June 2010      94,111 320p
         
 
The number of options outstanding at 26 September 2004 was 296,889 at 320 pence per share.
The De Vere Sharesave Schemes 1981, 1995 and 2002 (“Sharesave Scheme”)
As at 25 September 2005 options outstanding in respect of grants made under the Sharesave Scheme were as follows:
     Ordinary
     shares Option
Option exercise period     under option prices
         
Up to 1 September 2008     947,428 237p-427p
         
 
The number of options outstanding at 26 September 2004 was 1,044,699 at prices ranging between 237 pence and 354 pence.
During the year options were awarded over 338,354 Ordinary shares at 427 pence, exercisable between August 2008 and February 2011.
56 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 57
23. Reserves
       Profit  
    Share Revaluation Other and loss
   premium reserve reserve account Total 
Group   £000 £000 £000 £000 £000
At 26 September 2004   11,185 95,867 271,133 194,017 572,202
Premium on options exercised during the year  2,791 – – – 2,791
Realised revaluation surplus  – (54,092) – 54,092 –
Fixed asset impairments  – (9,253) – 9,253 –
Loss for the period   – – – (89,344) (89,344)
         
At 25 September 2005  13,976 32,522 271,133 168,018 485,649
         
 
At 25 September 2005 the net cumulative amount of goodwill set against reserves was £52.5 million (2004: £52.5 million).
       Profit  
     Share Other and loss
    premium reserve account Total 
Company    £000 £000 £000 £000
At 26 September 2004    11,185 272,633 152,119 435,937
Premium on options exercised during the year   2,791 – – 2,791
Profit for the year before dividends   – – 127,142 127,142
Dividends    – – (195,001) (195,001)
         
At 25 September 2005   13,976 272,633 84,260 370,869
Comprising:        
Distributable    – – 84,260 84,260
Non-distributable    13,976 272,633 – 286,609
24. Capital commitments
   Group Company
      
   2005 2004 2005 2004
    £000 £000 £000 £000
         
Under contracts    41,979 31,761 – – NOTES TO THE ACCOUNTS (CONTINUED)
25. Annual commitments under non-cancellable operating leases
   Group  Company
      
   2005 2004 2005 2004
    £000 £000 £000 £000
         
Leases of land and buildings ending:       
After five years    7,386 6,743 – –
Other operating leases ending:       
Within one year    156 241 – 18
Between one and five years   659 752 73 115
         
     815 993 73 133
         
26. Contingent liabilities
The Company has guaranteed the overdrafts of certain subsidiary undertakings/joint ventures which at 25 September 2005 amounted to  
£26.7 million (2004: £31.5 million). Included within this amount is £2 million (2004: £2 million) related to joint ventures.
The Company has guaranteed the finance and maintenance obligations of employees who have purchased cars under the Employee Car 
Ownership Scheme. As at 25 September 2005 these obligations amounted to £1.1 million (2004: £0.9 million).
27. Reconciliation of operating profit to net cash inflow from operating activities
     2005 2004
      £000 £000
         
Operating profit      13,533 56,250
Depreciation      20,925 23,579 
Fixed asset impairments     39,720 –
Decrease in provision for liabilities     (752) (1,386)
Share of retained profit of joint ventures     (152) (68)
(Increase)/decrease in stocks     (7,402) 1,446
(Increase)/decrease in debtors     (6,797) (2,382)
(Decrease)/increase in stocks     (4,216) 623
         
       54,859 78,062
Net cash outflow in respect of reorganisation costs      – (12,023)
Net cash inflow from operating activities     54,859 66,039
58 I DE VERE GROUP PLC I NOTES TO THE ACCOUNTS NOTES TO THE ACCOUNTS I ANNUAL REPORT & ACCOUNTS 2005 I 59
28. Reconciliation of net cash flow to movement in net borrowings
     2005 2004
     Note £000 £000
         
Increase in cash      6,657 6,522
Cash (inflow)/outflow from movement in borrowings     (8,663) 13,517
Change in net borrowings resulting from cash flows     (2,006) 20,039
Other non-cash adjustments to long-term borrowings     (594) (252)
Movement in net borrowings     (2,600) 19,787
Opening net borrowings     (202,694) (222,481)
Closing net borrowings     17 (205,294) (202,694)
         
 
29. Analysis of changes in net borrowings during the year
    Non cash
   2004 items Cash flow 2005
   Note £000 £000 £000 £000
Cash at bank and in hand   5,284 – 6,407 11,691
Bank overdrafts    (411) – 250 (161)
         
     4,873 – 6,657 11,530
Other short-term borrowings   (6,347) – 4,482 (1,865)
Long-term borrowings    (201,220) (594) (13,145) (214,959)
         
    17 (202,694) (594) (2,006) (205,294)
         
 
30. Transactions with related parties
The Group has made a £1 million non-interest bearing loan to Burnden Leisure plc, the fellow joint venture partner in Bolton Whites Hotel 
Limited (“BWH”) (2004: £1 million). The loan is convertible into Ordinary shares in the period up to and including 31 May 2024, at the option  
of the Group, otherwise the loan is redeemable at par on 31 May 2024.
The Group holds 50% of the Ordinary share capital of BWH, a company jointly controlled by the Group and Burnden Leisure plc, who hold 
the remaining 50% of the Ordinary share capital. The Group earned management fees of £501,000 during the year (2004: £428,000) from 
BWH for managing the De Vere Whites Hotel. At the year-end, an amount of £869,000 was due from BWH (2004: £368,000) in respect of 
unpaid management fees and in addition an amount of £16,000 was due in respect of operating costs paid on its behalf by the Group (2004: 
£698,000). A further £329,000 loan to the company to finance a refurbishment of the exhibition centre was outstanding at the year-end (2004: 
£329,000). This loan attracts interest at a market rate. The Group has guaranteed £2 million (2004: £2 million) of the overdraft facility of BWH.
31. Post balance sheet events
Since the year-end, in October 2005 G&J Greenall had a serious fire that destroyed the bottling plant and warehouse. The distillery was not badly 
damaged and production of gin and vodka resumed within one week. Subject only to a minor excess, the property and stock are insured as is 
any consequential loss of profit for up to two years. Implementation of IFRS
The Group is required to prepare accounts 
for the year ending 24 September 2006 
in accordance with International Financial 
Reporting Standards (“IFRS”). As a result, the 
Group’s first IFRS results will be published 
in respect of the half-year to 26 March 2006. 
Within each of these financial statements 
comparative information will be disclosed 
for the relevant period of the financial 
year ending on 25 September 2005. This 
comparative information will also need to be 
disclosed under IFRS. Consequently the start 
of the Group’s comparative period under 
IFRS, the Transition date, is 27 September 
2004. 
This section of the Annual Report & Accounts 
has been included to provide an update as 
to the effect of IFRS on the balance sheet at 
the Transition date. For convenience the IFRS 
disclosures provided will be referred to as the 
“Preliminary IFRS Opening Balance Sheet” as 
at 27 September 2004. This section includes 
an audited opening balance sheet as at  
27 September 2004 and the accounting 
policies to be applied to the interim and full 
year results and balance sheets for 2005.
The Preliminary IFRS Opening Balance Sheet 
as at 27 September 2004 has been audited 
by Ernst and Young LLP . Their report, which 
draws attention to the fact that there is a 
possibility that the Preliminary IFRS Opening 
Balance Sheet may require adjustment before 
constituting final IFRS Accounts and that 
only a complete set of Accounts can provide 
a fair presentation of the Group’s financial 
position, is set out on page 64. 
 
The significant changes as a result of the 
transition to IFRS and of adopting the IFRS 
Group accounting policies are discussed in 
the IFRS Opening balance sheet adjustments 
section.
Accounting policies
Basis of preparation
The Preliminary IFRS Opening balance sheet 
has been prepared on the basis of IFRS 
expected to be in issue at 24 September 
2006. As permitted by IFRS 1, the Group 
will apply IAS 32 ‘Financial Instruments: 
Disclosure and Presentation’ and IAS 39 
‘Financial Instruments: Recognition and 
Measurement’ as adopted by the EU from 
26 September 2005.
First-time application
The Group has adopted IFRS from 27 
September 2004 with the exception of IAS 
32 and IAS 39. In accordance with IFRS 
1 the Group is entitled to a number of 
voluntary and mandatory exemptions from 
full restatement, which have been adopted 
as follows:
Business combinations
The basis of accounting for pre-transition 
combinations under UK GAAP has not 
been revisited. The initial carrying amount 
of assets and liabilities acquired in such 
business combinations is deemed to be 
equivalent to cost.
Property, plant and equipment
The Group has elected to retain UK GAAP 
carrying values of freehold and leasehold 
properties including revaluations as deemed 
cost at transition.
Employee benefits
The cumulative net deficit on defined benefit 
pension schemes at transition date has been 
recognised in full in equity.
Share-based payments
IFRS 2 has been applied to all grants of 
equity instruments after 7 November 2002 
that had not vested at 1 January 2005. 
Basis of consolidation
The consolidated balance sheet combines 
the accounts of the Company and its 
subsidiary undertakings which are prepared 
up to 26 September 2004 and represent the 
operations of the Group for a period of 52 
weeks. Results of subsidiary undertakings 
and businesses acquired or sold during 
the year are included from or up to their 
respective dates of acquisition or disposal. 
Investments in associates & joint ventures
Investments in both associates and joint 
ventures are accounted for using the equity 
method of accounting. The investments 
are carried in the balance sheet at cost plus 
the post acquisition changes in the Group’s 
share of net assets of the investment, less 
any impairment in value. 
The income statement will reflect the 
increase or decrease in the Group’s share of 
net assets of associate or joint venture. In 
the event that the associate or joint venture 
investment is written down to a nil value, 
no further losses from the investment will be 
recognised in the income statement unless 
the Group has an obligation to contribute 
towards the losses.
Property plant & equipment
The cost of tangible fixed assets represents 
the actual purchase price paid. Cost 
includes gross interest on capital invested 
in major property development and directly 
attributable costs up to the date of opening 
for trade.
Depreciation is calculated on a straight-
line basis over the estimated useful life of 
the asset to write the asset down to its 
estimated residual value. Depreciation is 
applied at the following rates:
  Per annum
Hotels and health &  
fitness buildings 2%
Other properties  2%
Production plant 5%-20%
Motor vehicles 10%-50%
Fixtures and fittings 5%-20%
Asset lives and residual values are kept 
under regular review to ensure they remain 
appropriate.
Leasehold properties are depreciated over 
the shorter of 50 years or their remaining 
useful lives.
The carrying values of tangible fixed assets 
are reviewed for impairment in periods 
if events or changes in circumstances 
indicate that the carrying value may not be 
recoverable.
Assets under construction are not 
depreciated until they are ready for use.
When an asset is fully depreciated and no 
longer in use both the gross amount and the 
aggregate depreciation are eliminated from 
the Accounts.
Inventories
Inventories are carried at the lower of cost 
and net realisable value. Cost comprises 
expenditure directly incurred in purchasing 
or manufacturing stock and includes an 
appropriate amount of overhead. The value 
attributed to timeshare inventories is the cost 
of building the lodges apportioned to each 
week on the basis of the selling price for 
that week. The selling price for each week is 
dependent upon seasonality.
Certain operating supplies are treated as a 
base stock and renewals and replacements 
of such stock are written-off to the income 
statement as incurred.
PRELIMINARY IFRS OPENING BALANCE SHEET 
AS AT 27 SEPTEMBER 2004
60 I DE VERE GROUP PLC I PRELIMINARY IFRS OPENING BALANCE SHEET  PRELIMINARY IFRS OPENING BALANCE SHEET I ANNUAL REPORT & ACCOUNTS 2005 I 61
Cash and cash equivalents
Cash and short-term deposits in the balance 
sheet comprise cash at bank and in hand 
and short-term deposits with an original 
maturity of three months or less. 
Interest bearing loans and  
borrowing costs
All loans and borrowings are initially 
recognised at cost, being the fair value of 
the consideration received net of issue costs 
associated with the borrowing.
Pensions
The Group’s contributions to its defined 
benefit pension schemes are paid into 
separately administered funds. The cost 
of providing benefits under schemes is 
determined separately for each scheme 
using a market-related projected unit credit 
actuarial valuation method. A charge, as 
calculated by the scheme actuary, is made 
to the income statement in respect of 
the current service cost and interest cost, 
net of the expected return on assets. Past 
service costs or any effects of curtailments 
or settlements are charged to the income 
statement if and when they are incurred.
Actuarial gains and losses are recognised, 
in the period in which they arise, in the 
statement of recognised income and 
expenditure.
Payments in respect of defined contribution 
pension schemes are charged to the income 
statement as incurred.
Provisions
Provisions are recognised when the 
Group has a present obligation (legal or 
constructive) as a result of a past event, it 
is probable that an outflow of resources 
embodying economic benefits will be 
required to settle the obligation and a 
reliable estimate can be made of the amount 
of the obligation. Provision is made for 
future rental expenses and related costs of 
leasehold property (net of estimated sublease 
income) where space is either vacant or not 
planned to be used for ongoing operations. 
Leases
A lease is classified as a finance lease if 
substantially all the risks and rewards 
incidental to ownership of the leased item 
are transferred to the Group. All other leases 
are classified as operating leases.
Assets which are subject to finance leases 
are capitalised at the present value of the 
minimum lease payments and the related 
depreciation charged to the income 
statement. Lease payments are analysed 
between the capital element and the interest 
element, which is charged to the income 
statement so as to achieve a constant rate 
of interest on the remaining balance of the 
liability.
Rental payments in respect of operating 
leases are charged to the income statement 
on a straight-line basis. In the event that 
any operating lease agreements specify a 
minimum future increase in rentals, the 
future minimum additional costs is spread 
on a straight-line basis over the period of the 
entire lease.
Revenue
Revenue is the value of goods and services 
sold to third parties after deducting 
discounts and sales based taxes. Revenue 
in respect of hotel accommodation is 
recognised at the point at which the service 
is rendered.
Joining fees in respect of health & fitness 
memberships are recognised when they 
are received on the basis that they are not 
refundable. All other fees are recognised 
over the membership period.
Management fees are recognised on an 
accruals basis in accordance with the terms 
of the relevant agreement.
Revenue for the sales of timeshare lodges 
is recognised at the later of the time of sale 
or the date the building work on the lodge 
is substantially complete. Due allowance is 
then made for sales which may be cancelled 
by customers.
Employee incentive plans
The cost of equity-settled transactions with 
employees is measured by reference to the 
fair value at the date on which they are 
granted. The value of options issued under 
the Sharesave scheme are measured at fair 
value at the date of grant using the Black-
Scholes formula. The awards under both 
the Executive Share Option scheme and the 
Employee Co-investment plan are measured 
at fair value at the date of grant using a 
Monte Carlo simulation model. 
The cost of the equity-settled transactions 
is recognised in the income statement 
together with a corresponding increase in 
equity, on a straight-line basis from the date 
the awards are granted to the date they 
vest. The cumulative expense recognised for 
equity-settled transactions at each reporting 
date reflects the extent to which the 
vesting period has elapsed and the Group’s 
best estimate of the number of equity 
instruments that will ultimately vest.
If the terms of an equity-settled award are 
modified, as a minimum the expense is 
recognised as if the terms had not been 
modified. An additional expense would also 
be recognised in respect of the modification 
if the fair value of the share-based payment 
award is enhanced by the modification. The 
enhancement would be measured as at the 
date of the modification.
If an equity-settled award is cancelled, the 
full cost of the award would be treated as 
if it had vested on the date of cancellation. 
If a new award is deemed to replace the 
cancelled award then the new award would 
be treated as a modification of the original 
award.
Dividends
Dividends proposed by the Board of directors 
but unpaid at a period end are only provided 
for to the extent that they have already been 
approved by shareholders.
Income tax
Current tax
Current tax assets and liabilities for the 
current and prior periods are measured 
at the amount expected to be paid or 
recovered using the current tax rates and 
tax laws enacted or substantially enacted at 
the balance sheet date. Current tax relating 
to items recognised directly in equity are 
recognised in equity and not in the income 
statement.
Deferred tax
Deferred tax liabilities are recognised for all 
taxable temporary differences, except:
•  where the deferred tax liability arises from 
the initial recognition of goodwill or of 
an asset or liability in a transaction that 
is not a business combination and, at the 
time of the transaction, affects neither the 
accounting profit nor taxable profit or loss; 
and PRELIMINARY IFRS OPENING BALANCE SHEET (CONTINUED)
62 I DE VERE GROUP PLC I PRELIMINARY IFRS OPENING BALANCE SHEET
•  in respect of taxable temporary differences 
associated with investments in subsidiaries, 
associates and interests in joint ventures, 
where the timing of the reversal of the 
temporary differences can be controlled 
and it is probable that the temporary 
differences will not reverse in the 
foreseeable future.
Deferred tax assets are recognised for all 
deductible temporary differences, the carry 
forward of unused tax credits and unused 
tax losses, to the extent that it is probable 
that taxable profits will be available against 
which the deductible temporary differences, 
the carry forward of unused tax assets and 
unused tax losses can be utilised, except:
•  where the deferred income tax asset 
relating to the deductible temporary 
difference arises from the initial recognition 
of an asset or liability in a transaction that 
is not a business combination and, at the 
time of the transaction, affects neither the 
accounting profit nor taxable profit or loss; 
and
•  in respect of deductible temporary 
differences associated with investments 
in subsidiaries, associates and interests 
in joint ventures, deferred tax assets are 
recognised only to the extent that it is 
probable that the temporary differences 
will reverse in the foreseeable future and 
taxable profit will be available against 
which the temporary differences can be 
utilised.
The carrying amount of deferred tax assets 
is reviewed at each balance sheet date and 
reduced to the extent that it is no longer 
probable that sufficient taxable profit will be 
available to allow all or part of the deferred 
tax asset to be utilised. 
Deferred tax assets and liabilities are 
measured at the tax rates that are expected 
to apply to the year when the asset is 
realised or the liability settled, base on tax 
rates and tax laws enacted or substantially 
enacted at the balance sheet date.
Derivatives
The Group uses forward foreign currency 
contracts to reduce exposure to foreign 
exchange rates. The Group also uses 
interest rate swaps to adjust interest rate 
exposures. The Group considers its derivative 
instruments qualify for hedge accounting 
when certain criteria are met.
Forward foreign currency contracts
The criteria for forward foreign currency 
contracts are:
•   the instrument must be related to a firm 
foreign currency commitment;
•   it must involve the same currency as the 
hedged item; and
•   it must reduce the risk of foreign currency 
exchange movements on the Group’s 
operations.
The rates under such contracts are used to 
record the hedged item. As a result, gains 
and losses are offset against the foreign 
exchange gains and losses on the related 
financial assets and liabilities, or where the 
instrument is used to hedge a committed 
future transaction, are not recognised until 
the transaction occurs.
Interest rate swaps
The Group’s criteria for interest rate swaps 
are:
•   the instrument must be related to an asset 
or a liability; and 
•   it must change the character of the 
interest rate by converting a variable rate 
to a fixed rate or vice versa.
Interest differentials are recognised by 
accruing with net interest payable. Interest 
rate swaps are not revalued to fair value 
or shown on the Group balance sheet at 
the year-end. If they are terminated early, 
any gain/loss is spread over the remaining 
maturity of the original instrument.
IFRS Opening balance sheet adjustments
The Group’s transitional IFRS balance sheet, 
as at 27 September 2004, has been audited 
by Ernst & Young LLP . The adoption of IFRS 
has led to a reduction in net assets, as 
illustrated in the table below:
 £m
UK GAAP net assets at  
 26 Sept 2004  597.8
Deferred tax (IAS 12)  (91.2)
Pension scheme deficit (IAS 19)  (23.7)
Remove final dividend accrual (IAS 10) 10.2
Share based payments (IFRS 2) 0.1
Greens impairment (IAS 36) (5.6)
Leases (IAS 17)  (2.1)
IFRS net assets at 27 Sept 2004 485.5
The areas most affected by the conversion to 
IFRS are as follows:
•   Deferred tax – Under IAS 12 deferred 
taxation also needs to be provided on 
revaluations and rolled over gains, both 
agreed and estimated, in addition to the 
timing differences specified under UK 
GAAP .
•  Pensions – the pension scheme deficit and 
related deferred tax asset have been fully 
provided for in the transitional balance 
sheet. 
•  Dividends – the final dividend for 2004 is 
not deemed to be a liability as at the year-
end date and is therefore excluded from 
the transitional balance sheet as at 27 
September 2004. 
•  Share based payments – in future periods 
a charge to the income statement will be 
made under IFRS 2 in respect of options 
issued since 7 November 2002 that have 
not vested prior to 1 January 2005. As 
all the Group’s share based payments are 
Equity settled, in the opening balance sheet 
there is only an adjustment for the deferred 
tax asset on the pre-January 2005 charge.
•  Greens impairment – under UK GAAP 
the entire Greens portfolio is considered 
to be one income generating unit. As a 
consequence no impairment was booked 
in the year to September 2004. By 
contrast, under IAS 36, each Greens site 
is considered a separate cash-generating 
unit. Consequently an impairment of 
£5.6 million net of deferred tax has been 
reflected, in respect of two of the clubs, as 
at 27 September 2004.
•  Leases – to the extent that an operating 
lease agreement specifies a minimum 
future increase in annual cost, IAS 17 
requires the future minimum additional 
cost to be spread on a straight-line basis 
over the period of the entire lease. As a 
consequence the opening net assets under 
IFRS must be reduced to reflect a higher 
charge in the early years of the lease.  IFRS Opening Balance Sheet
as at 27 September 2004
    (Note 2)
   (Note 2) Remove (Note 2)
 UK GAAP (Note 1) Pension Final Share (Note 2) (Note 2)  IFRS
 in IFRS Reclass Scheme Dividend Based Deferred Greens (Note 2) Balance
 Format -ifications deficit 2004 Payments* Tax Impairment Leases Sheet
 £000 £000 £000 £000 £000 £000 £000 £000 £000
   
Assets
Non-current assets        
Property, plant & equipment 837,841 – – – – – (6,925) – 830,916
Investments  10,155 – – – – – – – 10,155
Deferred tax asset  – – 9,785 – – – 1,347 – 11,132 
Debtors: amounts due in  
 more than one year  8,592 – – – – – – – 8,592
   856,588 – 9,785 – – – (5,578) – 860,795
Current assets
Inventories  12,850 – – – – – – – 12,850
Trade receivables  19,875 – – – – – – – 19,875
Other current assets  26,111 – (910) – – – – – 25,201
Current tax  9,374 – – – – – – – 9,374
Cash & Cash equivalents 5,284 – – – – – – – 5,284
Non-current asset held for sale 14,049 – – – – – – – 14,049
   87,543 – (910) – – – – – 86,633
       
Liabilities
Current liabilities
Trade and other payable (84,200) – – 10,165 – – – (106) (74,141)
Short-term borrowings  (6,758) – – – – – – – (6,758)
Short-term provisions  – (800) – – – – – – (800)
   (90,958) (800) – 10,165 – – – (106) (81,699)
Non-current liabilities
Long-term borrowings  (201,220) – – – – – – – (201,220) 
Deferred tax  (47,018) – – – 146 (91,192) – – (138,064)
Pension provisions  – – (32,615) – – – – – (32,615)
Long-term provisions  (7,154) 800 – – – – – – (6,354) 
Other liabilities  – – – – – – – (2,005) (2,005)
   (255,392) 800 (32,615) – 146 (91,192) – (2,005) (380,258)
Net assets  597,781 – (23,740) 10,165 146 (91,192) (5,578) (2,111) 485,471
  
Equity
Share capital  25,579 – – – – – – – 25,579
Other reserves  282,318 – – – – – – – 282,318
Revaluation reserve  95,867 (95,867) – – – – – – –
Retained earnings  194,017 95,867 (23,740) 10,165 *146 (91,192) (5,578) (2,111) 177,574
Total equity  597,781 – (23,740) 10,165 146 (91,192) (5,578) (2,111) 485,471
 
* The amount recorded directly in equity for the cumulative share-based payments charge for the years ending 28 September 2003 and 26 September 2004 is £484,000.
Note 1 –  The reclassifications consist of the realisation of the revaluation reserve arising from the adopted accounting policy for property, plant & equipment; under IFRS 
short-term provisions and long-term provisions are disclosed separately, consequently £0.8m of provisions have been transferred from long-term to short-term.
Note 2 – Transitional adjustments are explained within the ‘IFRS Opening balance sheet adjustments’ narrative on page 62. 
PRELIMINARY IFRS OPENING BALANCE SHEET I ANNUAL REPORT & ACCOUNTS 2005 I 63 PRELIMINARY IFRS OPENING BALANCE SHEET (CONTINUED)
64 I DE VERE GROUP PLC I PRELIMINARY IFRS OPENING BALANCE SHEET
Independent Auditors’ Report to  
De Vere Group Plc on the preliminary 
IFRS opening balance sheet  
as at 27 September 2004
We have audited the accompanying 
preliminary IFRS opening balance sheet of  
De Vere Group Plc (“The Company”) as at  
27 September 2004 (“the IFRS opening 
balance sheet”) and the related accounting 
policies note set out on pages 60 to 62.
This report is made solely to the Company 
in accordance with our engagement letter 
dated 18 October 2005. Our audit work has 
been undertaken so that we might state to 
the Company those matters we are required 
to state to them in an auditors’ report and 
for no other purpose. To the fullest extent 
permitted by law, we do not accept or 
assume responsibility or liability to anyone 
other than the Company for our audit work, 
for this report, or for the opinions we have 
formed.
Respective responsibilities of  
directors and auditors
This preliminary IFRS opening balance 
sheet is the responsibility of the Company’s 
directors and has been prepared as part of 
the Company’s conversion to IFRS. It has 
been prepared in accordance with the basis 
set out in the accounting policies note, 
which describes how IFRS have been applied 
under IFRS 1, including the assumptions 
management has made about the standards 
and interpretations expected to be effective, 
and the policies expected to be adopted, 
when management prepares its first 
complete set of IFRS financial statements as 
at 24 September 2006.
Our responsibility is to express an 
independent opinion on the preliminary 
IFRS opening balance sheet based on our 
audit. We read the other information 
accompanying the preliminary IFRS opening 
balance sheet and consider whether it is 
consistent with the preliminary IFRS opening 
balance sheet. This other information 
comprises the impact of IFRS on 2005 
results. We consider the implications for our 
report if we become aware of any apparent 
misstatements or material inconsistencies 
with the preliminary opening IFRS balance 
sheet. Our responsibilities do not extend to 
any other information.
Basis of audit opinion
We conducted our audit in accordance with 
United Kingdom Auditing Standards issued 
by the Auditing Practices Board. Those 
Standards require that we plan and perform 
the audit to obtain reasonable assurance 
about whether the preliminary IFRS 
opening balance sheet is free of material 
misstatement. An audit includes examining, 
on a test basis, evidence supporting the 
amounts and disclosures in the preliminary 
IFRS opening balance sheet. An audit also 
includes assessing the accounting principles 
used and significant estimates made by 
management, as well as evaluating the 
overall presentation of the preliminary IFRS 
opening balance sheet. We believe that our 
audit provides a reasonable basis for our 
opinion. 
Emphasis of matter
Without qualifying our opinion, we draw 
attention to the fact that the implementation 
of IFRS note explains why there is a 
possibility that the preliminary IFRS opening 
balance sheet may require adjustment before 
constituting the final IFRS opening balance 
sheet. Moreover, we draw attention to the 
fact that, under IFRSs only a complete set 
of financial statements with comparative 
financial information and explanatory 
notes can provide a fair presentation of 
the Company’s financial position, results of 
operations and cash flows in accordance 
with IFRSs.
Opinion
In our opinion, the preliminary IFRS opening 
balance sheet has been prepared, in all 
material respects, in accordance with the 
basis set out in the accounting policies note, 
which describes how IFRS have been applied 
under IFRS 1, including the assumptions 
management has made about the standards 
and interpretations expected to be effective, 
and the policies expected to be adopted, 
when management prepares its first 
complete set of IFRS financial statements as 
at 24 September 2006.
Ernst & Young LLP
Registered Auditor
Manchester
30 November 2005
IFRS impact on 2005 results
The preparation of the 2005 trading results 
under IFRS is ongoing. To date, the most 
significant issues arising include share based 
payments, pensions and deferred tax. 
In respect of share based payments, the 
annual charge in the income statement  
for the year to 25 September 2005 is  
£0.8 million before taxation.
The movement in the pension deficit due 
to changes in the actuarial assumptions of 
approximately £5 million net of deferred tax 
will reduce the closing equity in 2005 and 
be disclosed in the Statement of Recognised 
Income and Expense.
There will be movements in deferred tax 
due to three major items. Capital gains on 
the sale of The Belfry will be rolled over 
into capital expenditure and, although 
no tax is payable, under IFRS deferred tax 
amounting to £14 million will be chargeable. 
The reduction in book value due to the 
impairment reduces the overall deferred 
potential capital gains tax liability by  
£8.3 million and at the year-end a 
reassessment of the element of gains from 
the sale of the pub estate to be rolled over 
releases £15 million.
The Group will only be adopting IAS 32 
& 39, the standards covering financial 
instruments, from 26 September 2005. 
Consequently, there will be no impact in 
the year to 25 September 2005. Having 
considered the implication of the standards 
alongside the documentation of the interest 
rate swap contracts, the Group considers 
that hedge accounting is appropriate for 
future periods and it is therefore expected 
there will be no requirement to mark-to-
market the financial instruments and take 
the resulting charge/credit to the income 
statement.
The necessary resource is in place to 
complete the 2005 comparatives in advance 
of the 2006 interim statement. The full  
2005 comparatives will be published at the 
time of the 2006 interim statements. SHAREHOLDER INFORMATION
Analysis of Ordinary shareholders
as at 25 September 2005
   Number of  Shares
Range    shareholders % held %
  
 1 – 500   10,235 75.3 1,625,570 1.9 
 501 – 1,000   1,683 12.4 1,173,213 1.4
 1,001 – 5,000   1,261 9.3 2,439,288 2.9
 5,001 – 10,000   127 0.9 900,006 1.1
 10,001 – 25,000   87 0.6 1,387,375 1.7
 25,001 – 50,000   40 0.3 1,438,989 1.8
 50,001 – 100,000   36 0.3 2,735,780 3.3 
 100,001 – 150,000   27 0.2 3,432,192 4.1
 150,001 – 500,000   48 0.4 12,894,416 15.5
 500,001 – 1,000,000   12 0.1 8,000,142 9.6
 1,000,001 – and over   21 0.2 47,114,663 56.7
         
     13,577 100.0 83,141,634 100.0
         
Shareholder enquiries/change of address
For enquiries relating to holdings of shares of the Company such as the loss of a share certificate, dividend payments, or to notify a change of 
address, shareholders should write to the Company’s registrars: Capita Registrars, Northern House, Woodsome Park, Fenay Bridge, Huddersfield, 
HD8 0LA. Telephone 0870 162 3131, www.capitaregistrars.com.
Payment of dividends to mandated accounts
Shareholders who do not currently have their dividends paid directly to a bank or building society account and who wish to do so should 
complete a mandate instruction form obtainable from the Company’s registrars, as above. Tax vouchers are sent to the shareholder’s registered 
address under this arrangement unless requested otherwise.
Low cost stock and share dealing service
J P Morgan Cazenove & Co., the Company’s stockbrokers, operate a low cost stock and share dealing service for Ordinary shares in De Vere 
Group Plc. This provides not only for the sale of stocks and shares at a basic commission of 1% with a £10 minimum charge, but also for 
purchases of Ordinary shares. Further information is available from J P Morgan Cazenove & Co., 20 Moorgate, London EC2R 6DA.  
Telephone 020 7588 2828.
CREST: stock market settlement system
The computerised system for settling sales and purchases of shares, CREST, became operational for the Company’s Ordinary shares in October 
1996. It is a voluntary system that enables shareholders, if they wish, to hold and transfer their shareholdings electronically rather than by paper. 
Shareholders who wish to retain their certificates are also able to do so.
Electronic communications with shareholders
All shareholders have the option to receive electronic versions of shareholder communications including the annual and interim reports. 
Information regarding this service can be downloaded directly from the corporate website, www.deveregroupplc.co.uk.
SHAREHOLDER INFORMATION I ANNUAL REPORT & ACCOUNTS 2005 I 65 Company Secretary and  
Registered Office
Company Secretary
David Edwards LL.B
Registered Office
2100 Daresbury Park
Daresbury
Warrington, WA4 4BP
Registered in England No. 14504C
Tel: 01928 712111
www.deveregroupplc.co.uk
Registrars and Transfers Office
for Shareholders and loan stockholders
Capita Registrars 
Northern House, Woodsome Park
Fenay Bridge
Huddersfield, HD8 0LA
Tel: 0870 162 3131
www.capitaregistrars.co.uk
Agents for the 6.4% $100 million
Guaranteed Senior Loan Notes
December 2012
Prudential Insurance Company of America
47 King William Street
6th Floor
London, EC4R 9JD
Advisers to De Vere Group Plc
Stockbrokers
J P Morgan Cazenove & Co.
20 Moorgate
London, EC2R 6DA
Tel: 020 7588 2828
UBS Investment Bank
1 Finsbury Avenue
London, EC2M 2PP
Tel: 020 7567 8000
Financial Advisers
UBS Investment Bank
1 Finsbury Avenue
London, EC2M 2PP
Principal Bankers
National Westminster Bank plc
23 Sankey Street
Warrington, WA1 1XH
Auditors
Ernst & Young LLP
100 Barbirolli Square
Manchester, M2 3EY
Solicitors
Freshfields Bruckhaus Deringer
65 Fleet Street
London, EC4Y 1HS
 
Designed & Produced by: www.forepoint.co.uk Printed by: Jigsaw Print Limited
ADVISERS TO DE VERE GROUP PLC
66 I DE VERE GROUP PLC I ADVISERS TO DE VERE GROUP PLC � �
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PROPERTY LOCATIONS
PROPERTY LOCATIONS I ANNUAL REPORT & ACCOUNTS 2005 I 67
DE VERE HOTELS:
1.  De Vere Cameron House* 
Loch Lomond
2. De Vere Slaley Hall* 
 Nr. Newcastle Upon Tyne
3. De Vere Oulton Hall 
 Leeds
4. De Vere Herons’ Reach 
 Blackpool
5. De Vere Whites 
 Bolton, Greater Manchester
6. De Vere Daresbury Park 
 Warrington, Cheshire
7. De Vere Mottram Hall 
 Prestbury, Manchester
8. De Vere St. David’s Park 
 Ewloe, Nr. Chester
9. De Vere Carden Park 
 Nr. Chester
10. The De Vere Belfry 
 North Warwickshire
11. De Vere Belton Woods* 
 Grantham, Lincolnshire
12. De Vere Dunston Hall 
 Norwich
13. De Vere University Arms 
 Cambridge
14. De Vere Swindon
15. De Vere Cavendish St. James’s 
 London
16. The De Vere Grand, Brighton
17. De Vere Grand Harbour 
 Southampton
18. De Vere Royal Bath 
 Bournemouth
19. De Vere Grand, Jersey 
 St. Helier
*  Resort ownership lodges  
also available.
VILLAGE HOTELS & LEISURE CLUBS:
1. Village Leeds
2. Village Bury
3. Village East Manchester
4. Village Cheadle
5. Village Warrington
6. Village Wirral
7. Village Liverpool
8. Village Nottingham
9. Village Dudley
10. Village Coventry
11. Village Cardiff
12. Village Newcastle
13. Village Maidstone
14. Village Walsall
15. Village Bournemouth*
16. Village Hull
†
17. Village Swansea
††
18. Village South Leeds
#
 
19. Village Elstree
#
* Opened in December 2005.
†
 Opening in 2006.
††
 Opening in 2007.
#
 Contracts exchanged.
GREENS HEALTH & FITNESS:
1. Greens Cambridge
2. Greens Croydon
3. Greens Birmingham
4. Greens Wakefield
5. Greens Sheffield
6. Greens Stoke-on-Trent
7. Greens Liverpool
8. Greens Norwich
9. Greens Glasgow
10. Greens Edinburgh 
11. Greens Chingford
12. Greens Gosforth
13. Greens Shipley
14. Greens Leicester
15. Greens Glasgow Giffnock 2100 Daresbury Park, Warrington, Cheshire, WA4 4BP
www.deveregroupplc.co.uk