ANNUAL REPORT 2004
LUMINAR PLC
41 King Street
Luton
Bedfordshire LU1 2DW
www.luminar.co.uk
LUMINAR PLC ANNUAL REPORT 2004 LUMINAR PLC Annual Report and Accounts 2004
CONTENTS
Financial Highlights 01
Chairman’s Statement 02
Our Winning Brands 04
Chief Executive’s Statement 06
Operating and Financial Review 10
Corporate Social Responsibility 16
Regulatory Challenges 19
The Board of Directors 20
Report of the Directors 22
Corporate Governance 24
Remuneration Report 28
Auditors Report 35
Principal Accounting Policies 36
Consolidated Profit and Loss Account 38
Consolidated Balance Sheet 39
Company Balance Sheet 40
Consolidated Cash Flow Statement 41
Notes to the Financial Statements 42
Notice of Annual General Meeting 55
Explanation of Resolutions 57
Shareholder Information 59
OUR MISSION IS TO...
ACHIEVE THE HIGHEST STANDARD OF CUSTOMER
SERVICE AND ENTERTAINMENT IN THE LEISURE
INDUSTRY BY OFFERING VALUE FOR MONEY 
WITHIN OUR VENUES, TO SUPPORT OUR EMPLOYEES
AND DEVELOP THEIR POTENTIAL, TO ACHIEVE AND
EXCEED OUR INCOME TARGETS AND MAXIMISE
SHAREHOLDER VALUE. Annual Report and Accounts 2004 LUMINAR PLC 01
FINANCIAL HIGHLIGHTS
> Turnover up 2% to £400m (2003: £392m)
> Gross margins maintained at 81%
> Earnings before interest, tax, depreciation, 
goodwill amortisation and exceptional items 
was £111m (2003: £114m)
>Profit before goodwill amortisation, exceptional 
items and taxation was £62m (2003: £67m)
> Loss before taxation of £11m after an exceptional item 
of £60m relating to impairment and goodwill amortisation 
of £13m
> Fully diluted EPS before exceptionals and FRS 10 goodwill
amortisation 60.4p (2003: 60.0p)
> Fully diluted EPS after exceptionals and FRS 10 goodwill
amortisation (34.9)p (2003: 42.4p)
> Free cash generated of £46m
ENTERT AIN 
PEOPLE>> 02 LUMINAR PLC Annual Report and Accounts 2004
CHAIRMAN’S STATEMENT
The Company is now starting to come
through what has been a difficult
period. The Company’s sector has 
been experiencing a downturn, primarily
due to excessive development of
capacity including a significant level 
of poor quality product introduced 
by competitors, which is now trading
badly and is affecting performance
throughout the sector.
Our management team have stabilised
and reorganised the business and
developed a clear and appropriate
strategy for building value and reducing
volatility. Luminar has outperformed 
its competition, produced a strong cash
performance and delivered results in
line with expectations.
The profit, before goodwill amortisation,
exceptional items and taxation was
£62m (compared with £67m in the
previous year.) 
In the Chief Executive’s Statement 
on pages 6 to 9 Stephen Thomas sets
out the strategy which the Company
will be following focusing on branded
entertainment venues to achieve high
and predictable returns. Although it 
will take time for the benefits of this
approach to come through, I am
confident that we are moving in the
right direction. 
In the Operating and Financial Review
on page 10, Andrew Burns our Financial
Director, explains the robust financial
position of the Company EBITDA for the
year amounted to £111m (compared
with £114m in the previous year) 
and free cash flow before dividends
amounted to £46m (including disposal
proceeds of £9m). The cash generation
has been primarily used to reduce 
debt which has further strengthened
the Company’s balance sheet. These
strong financial attributes give the
Company the resources to implement
its new strategy.
CORPORATE SOCIAL RESPONSIBILITY
The Company’s activities are principally
in the late night sector, with the sale 
of alcoholic drink being a significant
ancillary activity. We therefore have 
to manage issues associated with the
welfare of our customers and staff 
and the communities in which we
work. We have set out our policies 
on these and related issues on pages
16 to 19. The Company has the most
experienced operational management
LUMINAR HAS OUTPERFORMED ITS
COMPETITION, PRODUCED A STRONG
CASH PERFORMANCE AND DELIVERED
RESULTS IN LINE WITH EXPECTATIONS. Annual Report and Accounts 2004 LUMINAR PLC 03
in our sector, who are dedicated to the
safety of our customers and staff
REMUNERATION
The Remuneration report is set out 
on pages 28 to 34. Following extensive
consultations with shareholders, they
approved a long-term incentive plan
based on deferral and matching at 
an EGM on 24 February 2004.
As noted on page 31 of this Report, 
and as requested by some shareholders,
Stephen Thomas and the Company 
have agreed to amend his contract to
reduce the notice period to 12 months.
BOARD
The Non-Executive team has been
changing significantly. During the year
Bob Wickham and Mike Payne both
retired from the Board. In addition
John Williams and Alan Goldman 
will retire from the Board at the 
AGM in June. All four Non-Executive
Directors have provided many years 
of invaluable service to the Company
which they have seen grow at 
a remarkable speed into the leader in 
its sector. I would like to thank them
for their invaluable contribution and
wish them good luck for the future. 
During the year, Martin Gatto (Interim
Finance Director of British Energy) 
and Richard Brooke (former Finance
Director for BskyB plc) joined the
Board as Non-Executive Directors. 
We have also subsequently announced
the appointment of David Longbottom
(a Director of Dixons Group plc). 
CURRENT TRADING AND OUTLOOK
Market conditions have remained
difficult. Like-for-like sales have
continued the same trend (-3%) 
as the second half of the financial year,
but the impact has been compensated
by net margins performing better 
than expected. Performance is in line
with expectations.
DIVIDEND
In light of the Board’s confidence in 
the future benefits of the strategy
being followed, it is recommending 
a final dividend of 8.87p, giving a total
dividend of 12.54p, which represents
an increase of 10%
SUMMARY
I would like to thank the management
and staff for their substantial 
and successful efforts to produce
satisfactory results in what have 
been demanding circumstances. 
Whilst recovery will take time we are
pursuing a clear and correct strategy,
which will enable us to achieve high
and predictable returns. We face the
future with increasing confidence. 
KEITH HAMILL
CHAIRMAN
20 MAY 2004
RIGHT: Aspen ski lodge, Oceana
FAR RIGHT: Parisian Boudoir , Oceana CHICAGO ROCK CAFÉ
Chicago Rock Café is the place to eat
drink and party. Classic designed
venues with central island bars, 
stage for live acts and decorated 
with an eclectic mix of rock, pop and
contemporary culture memorabilia.
The daytime, child friendly, laid back
style of a café-bar is transformed in the
evening when the venue comes alive
with DJ, dancing, live music video and
music from the favourite artistes of
yesteryear. The great alternative to the
high street pub to club scene.
HIGHLIGHTS OF 2004
> The year saw the first 2 Chicago
Rock Cafés open north of the border
in Scotland.
> In order to add another dimension
to the brand, New York, New York
1970s rooms have been added to 
3 existing Chicago Rock Cafés.
JUMPIN JAKS
The live entertainment brand where
even the customer service crew do
their best to entertain customers with
their choreographed dance routines 
on stage and bars! The wooden floored
‘alligator skinning warehouse’ theme 
is designed for partying. The music
played provides songs to sing along
and dance to and sets the tempo for 
a great night with a great atmosphere.
HIGHLIGHTS OF 2004
> The arrival of Jumpin Jaks in 
the heart of its city centre has
changed the face of going out 
in Carlisle forever.
> Manchester Jumpin Jaks received
‘best bar none’ award from
Manchester City Safe Scheme, 
after scrutiny of door policy, 
crime prevention strategy,
emergency procedures and 
drink and drugs policy.
LIQUID
21st century clubbing in an ultramodern
environment. State-of-the-art lighting
effects, sound and laser technology,
provide all the entertainment a modern
clubber requires with a chill out room
and VIP suite to appeal to the broadest
range of tastes.
HIGHLIGHTS OF 2004
> Liquid arrives in Sunderland as 
part of a twin scene offering and
takes the town by storm.
> The brand goes from strength to
strength with Ashford and Windsor
exceeding all expectations.
ENTERTAINMENT DANCING 
INVEST IN 
MAINTAIN OUR LEADING POSITION IN PROVIDING LATE NIGHT
ENTERTAINMENT THROUGH A PORTFOLIO OF BRANDS THAT
OFFER SOMETHING FOR EVERYONE AND, WHEN APPROPRIATE,
TACTICAL ACQUISITIONS AND PARTNERSHIPS>>
OUR STRATEGY IS TO
04 LUMINAR PLC Annual Report and Accounts 2004 OCEANA
Multi-award-winning brand, offering 
five different themed bars and two
distinctive clubs, all under one roof.
Travel from an Aspen ski lodge to 
a 1970’s New York disco via a Parisian
boudoir and a futuristic Tokyo concept
bar. A venue offering great ports of
call in one destination.
HIGHLIGHTS OF 2004
> The continued roll out of the 
Oceana brand has been a huge
success with Kingston upon 
Thames and Milton Keynes going
from strength to strength.
> Oceana Kingston upon Thames 
has become probably the highest
earning nightclub in the UK.
LAVA AND IGNITE
A new twist on the multi scene venue.
A main room complete with sound 
and light effects to amaze clubbers 
but with the flexibility to show major
sporting events or even stage 
a corporate event or live mainstream
music act. Alongside sits a themed 
bar to cater for the “drink before club”
and two further rooms for a change 
of music and mood.
HIGHLIGHTS OF 2004
> Burnley receives the first Lava and
Ignite as the new template brand 
is launched and immediately
becomes a success.
> With plans very much advanced,
Rotherham is next in line for the
Lava and Ignite rebranding exercise.
LIFE
Life is a bar concept designed to appeal
to young and old alike, to provide for 
a group of business people relaxing
after work to a group of girls on a hen
night. Designed to fit into smaller towns
and become a major part of that town’s
community, Life is a versatile brand
catering for not only the traditional 
pub and club market, but also for
meetings and corporate events. Open
seven days a week, at the weekend 
a screen is drawn back to reveal club
life where customers can dance until
the early hours.
HIGHLIGHTS OF 2004
> Wellingborough saw the launch 
of the new Luminar Life concept.
The town has embraced the brand
and accommodates a large cross-
section of the community.
> Work is well underway preparing 
the next Life opening in Andover.
WINNING 
BRANDS> >
Annual Report and Accounts 2004 LUMINAR PLC 05 06 LUMINAR PLC Annual Report and Accounts 2004
CHIEF EXECUTIVE’S STATEMENT
INDUSTRY OVERVIEW 
As part of a policy to regenerate town
centres many local councils during the
last decade granted planning consents
for leisure use and reduced the number
of objections made to the magistrates
courts for the granting of licensing
hours beyond 11pm. This contributed
to a proliferation of licensed premises
opening in high streets across the UK.
Demand grew with the increase in
capacity as many high streets grew
into thriving leisure centres. By the
second half of 2002 demand began 
to decrease. With continued expansion
in capacity the market for high street
leisure became increasingly competitive
with many operators entering into
aggressive price competition in order to
maintain volumes. This was compounded
by operators who had developed weak
product which was inappropriate for
the late night market using discounting
as a reaction to increased competition.
Within each local market the operation
with the leading and best differentiated
offering has fared best. Marginalised
undifferentiated operations relying solely
on discounting have underperformed.
Given this material adverse change in
the market conditions from previously
highly favourable conditions, the
Company conducted a strategic review,
the results of which were announced
last November.
STRATEGY
The Board has concluded that the best
strategy to grow shareholder value 
is to pursue a policy of developing
a portfolio of branded units which will
occupy the leading trading position
within their local markets. This strategy
will meet the needs of modern leisure
consumers with consistent products
which will support strong customer
relationships and widen the user base.
Specifically, this will be accomplished
by providing an entertainment-led
experience in a safe and friendly but
exciting environment, with an emphasis
on value for money. It is the Company’s
strongly held belief that this approach
will reduce the need for ongoing
refurbishment capital costs and will
reduce trading volatility, which will
deliver consistent above average
returns over the long term.
In order to allow the Company to focus on
implementing this strategy and to apply
the appropriate management approach
to the branded and the unbranded
estate it is necessary to ring-fence
non-core unbranded businesses from
the rest of the estate. Those units
which are not ultimately capable 
of branding will be sold over time.
APPLICATION OF STRATEGY 
TO CORE ESTATE
Since January we have focused on 
four branded templates alongside the
two existing branded templates of
Chicago Rock Café and Jumpin Jaks 
for the Entertainment Division.
Each branded template will be positioned
within towns where the demographic
profile ensures that a suitable market
exists for the brand’s customer profile.
The unit will be designed with the
appropriate capacity to enable it 
to achieve a leading position within 
its local marketplace. Each brand
provides a high quality entertainment-
led leisure experience within a well
located modern property with a safe
and friendly atmosphere. The brands
OUR STRATEGY IS TO GROW
SHAREHOLDER VALUE BY 
PURSUING A POLICY OF 
DEVELOPING A PORTFOLIO 
OF BRANDED UNITS WHICH 
WILL OCCUPY THE LEADING 
TRADING POSITION WITHIN 
THEIR LOCAL MARKETS Annual Report and Accounts 2004 LUMINAR PLC 07
will have the flexibility to be able to
cater for a wider market to increase
utilisation of the premises. Recruiting
and training the correct standard of
management is considered key to the
development of consistently branded
businesses. The Company will ensure
that adequate resources are allocated
to this important area.
Chicago Rock Café is the Company’s
longest established and most successful
brand. However, its performance over
the last financial year has reflected the
highly competitive trading conditions.
A detailed review including market
research has confirmed that the brand
has a unique position within the high
street and still has a strong appeal to
the over-25 customer. The research
demonstrates that Chicago Rock Café
is a strong brand appreciated by its
customer base but would benefit from
further capital investment. It is also
clear that some units developed in
recent years and some management
techniques used have led the brand
away from its core brand standards.
The Company has developed a clear
programme to re-invigorate the Chicago
Rock Café brand based on its core values.
The programme includes three areas;
development of 70’s style rooms adjacent
to existing units, major refits which 
will include sports bar areas and other
initiatives to develop incremental income
and a higher level of small maintenance
refurbishments to refresh the estate.
A further 43 units within the Company’s
estate benefit from strong positions
within key markets but the properties
will not currently accommodate any 
of our branded concepts. These units
will be retained for their long-term
licensing value. It is expected that 
it will be possible to develop branded
product within relevant towns over
time through acquiring space adjacent
to the existing properties or acquiring
alternative properties.
The Emerging Business Division
comprises 23 bars developed on an
experimental basis in recent years.
Given current market circumstances
the Company is reviewing the options
for this business.
APPLICATION OF STRATEGY 
TO NON-CORE ESTATE
A total of 61 units which do not fit our
branding criteria have been transferred
to a wholly-owned separate ring-fenced
subsidiary. A new management team
has been created to manage these
businesses on an entrepreneurial 
basis which is more relevant to
unbranded businesses. The new team
is headed by Tim Roberts who has
over 20 years’ experience of running
unbranded nightclubs.
The objective for the non-core 
venues is to realise maximum value 
for shareholders over the short to
medium term.
PROGRESS
The first conversion of an unbranded
nightclub to a branded template took
place in April last year when the former
Options nightclub in Kingston upon
Thames re-opened as an Oceana. Pilot
sites for the first Lava/Ignite and Life
opened in November last year in Burnley
and Wellingborough respectively.
Three units have had a complementary
70’s room developed adjacent to the
existing Chicago Rock Café and a further
Chicago Rock Café has benefited from
an extensive refit including a sports 
bar area. A further 15 Chicago Rock
Cafés benefited from more limited
refurbishments. A further 22 other
units have benefited from the
refurbishment programme.
Total capital expenditure on this
programme was £33.1m. Cash returns
on these investments during the year
amounted to 31%, including the highly
successful Oceana, Kingston. Excluding
that development, the sales uplift was
44% and the cash returns were 17%,
including initial developments of the
new branded concepts. 
In the current financial year the
Company expects to rebrand a further
11 unbranded units. Three 70’s rooms
will be added to existing Chicago Rock
Cafés, two Chicago Rock Cafés will be
extensively refurbished and a further
15 will benefit from freshen up
refurbishments. Capital expenditure
Currently in Identified for
Brand Location operation conversion Total
Oceana Cities 2 11 13
Lava/Ignite Large towns 1 25 26
Liquid Medium towns 20 4 24
Life Small towns 1 13 14
Chicago Rock Café Small/medium towns 58 – 58
Jumpin Jaks Small/medium towns 22 – 22
Total 104 53 157 08 LUMINAR PLC Annual Report and Accounts 2004
CHIEF EXECUTIVE’S STATEMENT
CONTINUED
for these projects is expected to be 
in the region of £30m.
Last year the Company disposed of 
18 units for total proceeds of £9m. 
Of these units nine were unbranded
trading units which were sub-let. 
The remaining nine units were closed
prior to sale as they were trading 
at uneconomic levels. The Company 
will continue to close and dispose of
uneconomic units and to sell unbranded
units where appropriate prices can 
be obtained. Increasing opportunities 
are arising to utilise spare capacity for
town centre residential development. 
The Company is at an early stage in 
the programme to convert its estate 
to predominantly branded units. 
A good start has been made and the
opportunity remains to accelerate 
our plan should market conditions 
and performance allow.
FINANCIAL STRENGTH
Throughout the recent period of
uncertainty the Company has 
focused on generating surplus cash.
Last year the Company generated 
a free cash flow before dividends 
of £46m. This result, which has 
been achieved through a significant
reduction in expansion capital
expenditure, underlines the impressive
cash generating characteristics of
the business. The Company’s overall
financial position has been significantly
strengthened and it is now well
positioned to benefit from a recovery 
in its markets.
DISCOUNTING
Over the last year there has been much
debate in the media about an increase
in the discounting of alcoholic drinks by
high street leisure operators. Luminar
has always used promotional offers on
both admissions and drinks as part of
the marketing strategy to grow and
protect volumes. The Company’s
promotional schemes are agreed with
the relevant local licensing authorities
before implementation. Luminar’s
promotions as a percentage of sales
has not increased and our overall gross
margin has been maintained at over
80% for the last three years. This is in
spite of a 19% increase in duty for pre-
packaged spirits which was introduced
by the Government two years ago. 
We have consistently supported the
introduction of local council backed
minimum pricing levels and would
welcome a broadening of these schemes.
Luminar is a responsible operator on
the high street and supports the recent
Government initiatives on anti-social
drinking including the Alcohol Harm
Reduction Strategy.
DEREGULATION
The new Licensing Act, which became
law in July 2003, brought to an end 
a considerable period of uncertainty
regarding the future shape of alcohol
licensing in England and Wales. 
Under the Act, responsibility for
licensing will transfer from the judiciary
to local councils. The Government has
announced that the first appointed
date for the start of the transition
period in which the transfer from the
magistrates to the local authorities 
will take place is November 2004.
The Government’s present timetable
provides for a period of nine months to
complete the transition period. Luminar
welcomes the introduction of the new
system which is intended to reduce
crime and disorder. We believe that it is
unlikely that the authorities will permit
24-hour drinking. There may be some
relaxation of the closing time for both
pubs and nightclubs which would
benefit both sets of operators. More
importantly, the grant of new licences
will become more difficult and it is likely
that poor quality operators will have
their licences withdrawn. Both of these
measures will help to reduce the over-
capacity currently in the marketplace.
GAMING
Planned changes in the regulation 
of gaming in the UK will create
opportunities for the Company. First, 
it is likely that existing units will be 
able to increase the use of gaming
machines. Secondly, the development
of medium-sized casinos in provincial
towns with a significant entertainment
component will enable the Company 
to use its present skills and assets
within this sector.
WHERE TO FIND OUR BRANDS: ABERDEEN
1,2,4
, ASHFORD
3,4
,
AYLESBURY
1
, BANBURY
1
, BARNSLEY
1
, BASILDON
1,2
, BASINGSTOKE
1,4
,
BEDFORD
1
, BIRMINGHAM
1
, BISHOP’S STORTFORD
1
, BLACKBURN
2
,
BOLTON
3
, BOURNEMOUTH
2
, BRAINTREE
1
, BRISTOL
1
, BURTON ON
TRENT
1
, BURY
1
, CANTERBURY
1
, CARDIFF
2,4
, CARLISLE
2
,
CHELMSFORD
1
, CHICHESTER
1
, COLCHESTER
1
, COVENTRY
1,2
,
DUMFRIES
2
, DUNSTABLE
2
, EAST GRINSTEAD
2
, EPSOM
1
, GLASGOW
2
,
GLOUCESTER
2,4
, GRIMSBY
1
, HUDDERSFIELD
1,2
, HALIFAX
2
, HEMEL
HEMPSTEAD
2
, HANLEY
1,2,4
,HARLOW
2
, ILFORD
2
, IPSWICH
4
, ISLE OF
WIGHT
1
, JERSEY
1
, KING’S LYNN
1
, KINGSTON UPON THAMES
5
, Annual Report and Accounts 2004 LUMINAR PLC 09
LANCASTER
1,4
, LEEDS
2,
, LINCOLN
1
, LIVINGSTON
1
, LUTON
1,4
,
MACCLESFIELD
1
, MAIDENHEAD
1
, MAIDSTONE
1,2
, MANCHESTER
2
,
MANSFIELD
1,4
, MIDDLESBROUGH
1,2
, MILTON KEYNES
5
, NEWBURY
4
,
NORTHAMPTON
1
, NORWICH
1,4
, NOTTINGHAM
2
, NUNEATON
1
,
OLDHAM
1,4
, PETERBOROUGH
1,4
, REDDITCH
1
, SALISBURY
1
,
SHREWSBURY
4
, SOUTHAMPTON
2
, SOUTHSEA
1
, ST HELENS
1
,
STAFFORD
1
, STEVENAGE
1,2
, STRATFORD UPON AVON
1
,
SUNDERLAND
4
, SUTTON
1
, SWANSEA
1,2
, TAMWORTH
1
, TROWBRIDGE
1
,
WALSALL
1
, WARRINGTON
1
, WATFORD
1
, WIGAN
1,2,4
, WINDSOR
1,4
,
WOLVERHAMPTON
1
, WORCESTER
1
, WREXHAM
1,4
, YEOVIL
1
1=CHICAGO ROCK CAFÉS 2=JUMPIN JAKS 3=LIFE 4=LIQUID 5=OCEANA 6=LAVA/IGNITE
The Company has entered into an
agreement with Accor Casinos S.A, 
the operator of 23 casinos in Europe, 
to establish a joint venture to operate 
a new concept of entertainment based
casinos. The initial pilot template will
be in Leeds, subject to approvals. 
The joint venture is intended to form
the basis of further developments 
from within our estate.
SUMMARY
Luminar has a well considered strategy
which we have started to implement on
a phased basis. I am given considerable
confidence from our performance
against our competitors, our financial
strength and the skills of our people.
Luminar has much opportunity including
new developments in the gaming
sector to leverage the quality assets
within our business.
STEPHEN C THOMAS
CHIEF EXECUTIVE
20 MAY 2004 10 LUMINAR PLC Annual Report and Accounts 2004
FINANCE DIRECTOR’S REVIEW
LIQUID
Liquid is the UK’s leading night club
brand encompassing the finest in 
21st century clubbing entertainment
along with the highest standards 
of customer care.
Liquid has a modern award-winning
design with state-of-the-art lighting,
sound and laser technology, to appeal
to broad range of tastes from the main
arena, chill out room and VIP suite.
Liquid’s ongoing market research
enables our management to deliver
exactly the entertainment that a
modern clubber requires, coupled with
the country’s top DJs and entertainers.
OCEANA
This award-winning brand is currently
operating in Milton Keynes and
Kingston upon Thames. Both venues
have a capacity in excess of 2000 
and comprise of nightclubs, bars and
restaurants all under the same roof.
Different themed rooms take the visitor
on a journey “around the world”, 
from Tokyo, Aspen, Paris, Reykjavik,
Sydney, New York and beyond.
The venues have been designed and
fitted to the highest possible standards,
not only re-creating authentic themed
spaces but also incorporating the very
latest in state-of-the-art technology.
Turnover for the year increased by 1.9%
to £399.7m (2002/2003: £392.4m).
Gross margins were stable at 80.8%
(2002/2003: 81.0%) reflecting 
the Company’s ability to maintain
pricing levels through the quality of the
entertainment provided. This is against
a market where discounting has
increased not least from the expansion
of operators whose sole marketing
effort is to sell discounted drinks.
Operating profit before goodwill
amortisation and exceptional items
decreased by 7.5% to £75.2m
(2002/2003: £81.3m). Operating
profit margin before goodwill
amortisation and exceptional items 
has decreased by 1.9 percentage
points to 18.8% (2002/2003: 20.7%).
The operating profit margin before
goodwill amortisation and exceptional
items fell steeply in the first half of the
year to 17.0% (2002/2003: 21.7%)
and recovered significantly in the
second half to 19.7% (2002/2003:
19.8%). This improvement came
through disciplined cost control.
Increases in the fixed cost base for 
the Company, particularly rent and
insurance totalled £4m and for the
period it is anticipated that the rate 
of increase in rents will reduce in the
current year and that insurance costs
will decrease.
Earnings Before Interest, Tax,
Depreciation and Amortisation and
Exceptional Items (EBITDA) have
decreased by 3.0% to £110.6m
(2002/2003: £114.0m). EBITDA margin
has decreased by 1.4 percentage points
to 27.7% (2002/2003: 29.1%). 
The Company will now include the sales
uplift from refurbishments and re-brands
from the point of opening within the
like-for-like sales measurement.
THE DANCING DIVISION 
The Dancing Division operates a total
of 160 units including 20 Liquids, 2
Oceanas, 1 Lava/Ignite and 1 Life.
The Division has achieved a stable
performance in the year. Like-for-likes
declined by 4% for the year. Sales
growth came from the opening of the
re-branded Oceana in Kingston and 
the new Liquid in Sunderland together
with a full year contribution from the
seven new branded units which opened
in 2002/2003. 
During the year a total of 15 units left the
Division. Three were sold, seven stopped
trading when the leases ended or were
sub-let and five units were closed
pending redevelopment or sale. The
majority of these closures took place in
the second half of the year. The stability
of operating margins was assisted by the
reductions in promotional and marketing
spend against the previous year,
particularly in the second half of the year .
52 weeks to 52 weeks to 
THE DANCING DIVISION 29 February 2004 2 March 2003
Turnover £242.5m £240.2m
Net operating profit £69.9m £70.0m
Operating margin 28.8% 29.1%
Number of units at year end 160 174 Annual Report and Accounts 2004 LUMINAR PLC 11
LAVA AND IGNITE 
A multi-scene venue consisting of 
a main room with sound and light
effects to amaze, the ability to stage
mainstream chart acts, host major
sporting events or launch this season’s
holiday brochure.
Alongside the main room there is 
a themed bar for that “drink before 
the club” along with two other rooms
for a change in mood and music.
BAR AND CLUB LIFE 
Life is a bar concept designed to
capitalise on both early and late markets
in smaller towns. Life is a versatile
design, meaning that as well as the
traditional bar and club markets, 
the venues can also be utilised for
meetings and corporate events. 
Bar life is open seven days a week 
and on Thursday, Friday and Saturday
nights a screen is drawn back to 
reveal club life, giving customers 
the opportunity to dance until the 
early hours.
DANCIN
G 12 LUMINAR PLC Annual Report and Accounts 2004
FINANCE DIRECTOR’S REVIEW
CONTINUED
52 weeks to 52 weeks to 
THE ENTERTAINMENT DIVISION 29 February 2004 2 March 2003
Turnover £130.8m £121.1m
Net operating profit £25.3m £29.3m
Operating margin 19.3% 24.2%
Number of units at year end 96 92
THE ENTERTAINMENT DIVISION 
The Entertainment Division now operates
a total of 96 units comprising 71 Chicago
Rock Cafés and 25 Jumpin Jaks. 
The Entertainment Division started to
move towards stability in the second
half of the financial year after a sharp
decline in the first half of the year.
During the year, like-for-like sales
declined by 6.5%. The like-for-like
decline is concentrated on 16 units 
that deviate from the brand standard.
These units will now form part of the
Non-Core Division. The trend has
improved through the last financial
year with invested like-for-likes
reaching positive territory for the last
two months of the period. Overall sales
grew by 8% to £130.8m due to the
contribution from the 17 new units 
that have opened in the last two years.
Gross margins have been static at
78.0% but net operating margin has
eroded by a significant 4.9 percentage
points to 19.3%. Over half of this
erosion is attributable to increased
fixed property costs. The remainder of
the erosion is due to the fixed element
of staff and promotional costs.
Five new units were opened in the first
half of the year. Four Chicago Rock
Cafés opened in Aberdeen, Chichester,
Macclesfield, and Livingstone. One
Jumpin Jaks opened in Aberdeen. 
Since the start of the new financial year
a further two units have opened, 
a Chicago Rock Café in Chester-le-Street
and a Jumpin Jaks in Carlisle. It is
anticipated that another three new units
will open later in the financial year as the
pipeline of site commitments unwinds.
JUMPIN JAKS
Jumpin Jaks is the place to party.
The brand, which stages live
entertainment every night the 
doors are open, has been a huge hit
with people of all ages, thanks to its
unique party atmosphere. Jumpin Jaks
feature all genres of the UK’s best live
acts along with guest performances
from celebrities. 
Key to the success of the brand is 
the music it plays. The songs you will
hear are those you love to sing along
to, dance to and the ones that set the
tempo for a great atmosphere, good
feeling and real interaction.
ENTERTAI Annual Report and Accounts 2004 LUMINAR PLC 13
CHICAGO ROCK CAFÉ
Chicago Rock Café is the place to eat,
drink and party. Appealing to a mature
20-something age group with a mix of
food, drink and entertainment based
around music, comedy, memories 
and nostalgia. 
Tasty Tex-Mex food is served all day,
lunch and evening, whilst our
bartenders mix the most tantalising
cocktails. Whether you choose to eat 
or drink, Chicago Rock Cafés offer 
an alternative to the high street pub 
to club scene.
NMENT 14 LUMINAR PLC Annual Report and Accounts 2004
FINANCE DIRECTOR’S REVIEW
CONTINUED
EMERGING BUSINESS DIVISION
The experimental concepts that have been developed 
within the Emerging Business Division continue to deliver
unsatisfactory returns. Sales have improved for the period
to £25.4m (2002/2003: 23.1m) with like-for-like sales
increasing by 13%. This strong sales performance has come
at the expense of considerable margin decline. Net operating
profit was £1.0m (2002/2003: £1.9m). In response the
Company will now review its options for this Division.
NON-CORE UNITS
The 61 units that now comprise the Non-Core Division will 
be reported separately going forward. For the period under
review, sales and EBITDA for these units were £52.1m and
£9.5m respectively.
CENTRAL OVERHEADS
Central overheads measured as a percentage of turnover have
stayed level at 4.8% and total £19.0m (2002/2003: 4.8% at 
a total of £18.8m). The trend of turnover growth outpacing
administration costs has now levelled off. 
OTHER
The ongoing property costs associated with units that are
closed pending sale or re-development together with net
sub-let income were a loss of £2.0m (2002/2003: £1.1m).
In 2002/2003 five freehold sites which were fully sub-let
were sold. The annual rental lost was £0.6m per annum.
EXCEPTIONAL CHARGE
The Company incurred an exceptional charge for £60m 
as follows:
£m
Provision for loss on future disposal of units 45.9
Impairment on fixed assets 12.0
Impairment on other assets 2.1
Total 60.0
The provision for loss on future disposals of £45.9m is
necessary to write down the carrying values of assets 
which are intended to be disposed of in the short term. 
This comprises units that are currently closed pending
disposal and those units that are now trading in the ring-
fenced Non-Core Division. 
The impairment provision of £14.1m principally reflects the
difference between the net present value (NPV) of income
generating units, i.e. discrete trading units and their carrying
value. The NPV is calculated by discounting an estimate of
future cash flows by the Company’s weighted average cost
of capital. If net realisable value (NRV) is higher than NPV
then NRV would be compared to the carrying value.
The write-down reflects the reduction in the market value for
leisure assets. This write-down does not indicate a shortening
in the estimated normal useful life of the assets employed in
the business.
The cause of each element of the exceptional charge can 
be linked to the material deterioration in market conditions
experienced over the last 18 months.
CASH FLOW
52 weeks to 52 weeks to
29 February 2004 2 March 2003
Earnings before tax, 
goodwill amortisation 
and exceptional items 61.6 66.6
Depreciation 35.4 32.7
Interest 13.6 14.7
Earnings before tax, interest, 
depreciation and goodwill 
amortisation and exceptional items 110.6 114.0
Asset realisations 0.3 (0.9)
Working capital change 2.9 0.2
Capital expenditure and acquisitions (52.1) (82.9)
Disposal proceeds 9.2 8.6
Taxation (11.8) (15.2)
Interest (13.6) (14.7)
Free cash flow before dividend 45.5 1.5
Dividends (8.6) (7.6)
Reduction in debt 36.9 1.5
Depreciation has increased to £35.4m (2002/2003: £32.7m).
Depreciation as a percentage of turnover has increased to 8.9%
(2002/2003: 8.3%) and as a percentage of average net book
amount 6.5% (2002/2003: 6.0%).
Working capital has decreased by £2.9m (2002/2003: £0.2m).
This is mainly due to an increase in capital creditors.
Capital expenditure has decreased to £52.1m (2002/2003:
£82.9m). This reduction has come from a significant reduction
in expansion expenditure.
£m
New developments 13.7
Refurbishments and re-branded units 33.1
Central 5.3
Total 52.1 Annual Report and Accounts 2004 LUMINAR PLC 15
Disposal proceeds from the sale of 18 units generated £9.2m
(2002/2003: £8.6m). Acquisition expenditure was reduced
to nil (2002/2003: £0.9m).
Taxation paid was £11.8m (2002/2003: £15.2m). 
The reduction is due to the favourable settlements of prior
year submissions with the Revenue. The cash tax rate has
reduced to 19.1% (2002/2003: 22.8%). 
The effective tax rate before exceptional items has reduced
to 28.2% (2002/2003: 34.1%). 
The reduction reflects the favourable settlement of prior year
submissions. This is a one-off adjustment, the on going
effective tax rate is likely to be similar to 2002/2003. 
The effective tax rate after exceptional items has reduced
further to 23.0% (2002/2003: 34.1%). The total deferred
tax provision required has reduced due to the exceptional
write-off lowering temporary timing differences between tax
written down values and financial accounts carrying values.
BALANCE SHEET AND GEARING
£m
Tangible assets 517.6
Goodwill 212.8
Stocks 3.9
Debtors 8.0
Creditors (48.7)
Working capital (36.8)
Provisions (19.9)
Dividends (6.5)
Tax (12.2)
Net Assets 655.0
Net Debt (188.7)
Shareholders’ Funds 466.3
T angible assets include £130.4m relating to freehold properties.
Net debt at the end of the year was £188.7m (2002/2003:
£225.6m). The interest cover ratio for the year, before
exceptional items and goodwill amortisation, was 5.5
(2002/2003: 5.5). The net borrowings to EBITDA ratio before
exceptional items at the year end was 1.7 (2002/2003: 2.0).
Fixed charge cover for the year was 2.8 (2002/2003: 2.9).
Gearing, measured as a percentage of shareholders’ funds,
was 40% at the year end (2002/2003: 45%).
The cash return on average net tangible assets employed
was 20% (2002/2003: 21%).
BANKING FACILITIES
The Group has syndicated facilities with seven banks totalling
£283.5m which expire in March 2006.
INTEREST RATE RISK
Interest rate risk is managed through swapping between
floating rate debt into fixed rate debt. This has been achieved
through the purchase of a £70m five-year swap and a £65m
five-year swap callable by the counter party after three years.
Liquidity risk is managed through an assessment of short-,
medium- and long-term cash flow forecasts to ensure the
adequacy of debt facilities. Short-term liquidity risk is managed
through overdraft facilities and short-term deposits.
CURRENCY RISK
The Group operates wholly within the United Kingdom and
all transactions are denominated in sterling.
INTERNATIONAL FINANCIAL REPORTING STANDARDS
Luminar plc will be required to adopt International Financial
Reporting Standards (IFRS) for the year ended 26 February
2006. The Group will continue to assess the impact of
adopting IFRS on an ongoing basis give that both UK and
International Standards are undergoing a period of rapid
change to assist harmonisation.
ANDREW BURNS
FINANCE DIRECTOR
20 MAY 2004 16 LUMINAR PLC Annual Report and Accounts 2004
CORPORATE SOCIAL RESPONSIBILITY
The Company trades in the late night
entertainment market and therefore
operates in an environment where it is
responsible for the safely of customers
and staff. Particular risks arise with
regards to maintaining the safety of
premises, prevention of excessive
alcohol consumption, prevention of
drug use and the management of door
stewards. In the case of nightclubs many
customers have visited other bars prior
to visiting the Company’s premises,
which increases the demands on the
Company in relation to the management
of customers.
The Company’s primary activity is the
provision of entertainment, to which
alcohol is an ancillary activity. It is not
possible for the Company to achieve 
its objectives unless there is a high
standard of control in managing
customer behaviour. The Company
also operates non-tolerance polices
over drugs. Its primary method of
protecting customers and staff is
control of admissions.
The Company has the most experienced
operational management in its sector
and operates policies and processes
designed to protect customers, staff
and local communities from primary
risks associated with late night
entertaining. It also maintains the
highest possible levels of co-operation
with the police and relevant authorities
in all related areas.
The Company is a member of the
FTSE4Good Index, designed to identify
those companies who display good
records of corporate social responsibility.
Specific policies have been developed
in regard to drugs, door stewards,
price discounting, anti-social drinking
and smoking. These are set out below.
DRUG POLICY
The Company has a zero tolerance
towards drugs and makes every effort
to ensure that its premises are drug
free. The Company does not tolerate
drug handling or use by its employees.
The Company policy regarding drug use
within its venues by customers is clearly
communicated to all employees via the
Company’s employee handbook, and
anyone found in possession of such
substances will have them confiscated
and be removed from the premises
immediately. Any person attempting 
to sell or distribute drugs within the
Company’s premises will be reported 
to and arrested by the police.
Ongoing training provided to its
employees reinforces the Company’s
policy towards drugs. The training
provides employees with the knowledge
to recognise drugs and the use of drugs
and the ability to assist and care for
those found suffering from the effects
of drug misuse.
In addition, the Company employs other
methods to deal with misuse, for
THE COMPANY HAS THE MOST
EXPERIENCED OPERATIONAL
MANAGEMENT IN ITS SECTOR 
AND OPERATES POLICIES AND
PROCESSES DESIGNED TO PROTECT
CUSTOMERS, STAFF AND LOCAL
COMMUNITIES FROM PRIMARY 
RISKS ASSOCIATED WITH LATE 
NIGHT ENTERTAINING. Annual Report and Accounts 2004 LUMINAR PLC 17
instance, unscheduled visits to the
Company’s premises by trained 
and qualified teams of drug sniffer
dogs. These teams will search, 
where appropriate, both employees
and customers.
Also, the licensee at all the Company’s
premises has the authority to refuse
entry to persons suspected of dealing
or possessing drugs.
DISCOUNTING AND 
ANTI-SOCIAL DRINKING
The increase in the granting of late
licences in recent years has increased
competition in many of the Company’s
trading locations. This increased
competition has contributed to many
operators discounting the price of their
products and to the rise in promotion-
led cost-cutting.
The Government has recently brought
the issue of ‘anti-social drinking’ to
national prominence. The link between
crime and drunkenness has been
established in the statistics issued 
by the Government. The Company
welcomes the increased profile given 
to this important issue and supports an
industry-wide solution to the problem.
The Company operates the highest
standards of control and security in 
its premises to ensure the safety of its
customers. Various methods are used
to maximise the safety of our customers
and these include the use of CCTV
cameras (internally and externally),
training of management and staff to
control drunken behaviour and the
stringent use of licensee’s powers not to
serve customers who become drunk or
to refuse entry to those already drunk.
In line with normal trade practice, price
promotions are used by the Company
in certain circumstances as a genuine
marketing tool and are generally
introduced only after consultation 
with local police. The Company also
uses, in a competitive market, strategic
discounting measures; however,
discounting as a percentage of the
Company’s sales has not increased
over the last three years and the
Company’s overall gross margin has
been maintained at over 80% for the
last three years. In any event, the
paramount concern of the Company in
the pricing of its products is its
responsibility for the safety and well-
being of its customers.
The Company’s employees are trained
to recognise those customers that 
it would be unsafe to allow into its
premises because they are already
intoxicated. The Company is actively
promoting the provision of other safety
initiatives across its estate, including
the use of plastic bottles and glasses
and shatterproof glass products.
The Company welcomes initiatives to
enhance the experience of all users of
busy town and city centres and actively
participates in this by use of CCTV and
regular liaison with police and council
officials. The Company would also
welcome the introduction of minimum
tariffs, as have been introduced by
some local authorities. The Company 
is fully supportive of the Government’s
Alcohol Harm Reduction Strategy and
welcomes it and all such initiatives that
encourage safe and sensible drinking.
The Company welcomes deregulation of
the existing licensing laws and continues
to work closely with the appropriate
authorities to ensure that its customers
enjoy a safe environment when visiting
our premises. 
The Company is optimistic that the
deregulation of the country’s
anachronistic licensing laws will help
provide a more responsible approach
to alcohol abuse by all concerned in 
the production, distribution, sale and
consumption of alcoholic beverages.
Luminar is committed to using its
position in the late night entertainment
industry to support all statutory,
regulatory and other organisations
committed to dealing with alcohol abuse.
DOOR STEWARDS
It is the Company’s policy that all door
stewards used by the Company are
employed by a nominated security
company, on a standard contract. 
This approach enables the Company 
to ensure, so far as is possible, that the
door stewards at its premises meet the
highest industry standards. Security
RIGHT: New York, New York, Oceana
FAR RIGHT: Chicago Rock Café 18 LUMINAR PLC Annual Report and Accounts 2004
companies employed by the Company
must comply with all appropriate local
registration schemes and any other
statutory requirements. The provisions
of the contract require compliance with
BSI standards 7960 and 7858, which
are the Government’s best practise
guidelines for the security industry.
The standard contract also provides
that the security company must have
in place public liability insurance in the
sum of £5m.
As a consequence of the approach
outlined above, the Company is 
well placed to cope with the ongoing
implementation of the Security
Industry Agency licensing scheme.
The new licensing regime provides 
for the vetting, training and regulation
of door stewards, and for the granting
of national badge licences. This is 
a move welcomed by the Company.
SMOKING
The adoption of a ban on smoking in
work places in Ireland has refocused
attention on the possibility of a similar
approach in the UK. Whilst the Company
recognises the potential health benefits
of a smoking ban, it nevertheless
believes that the industry can self-
regulate by following best practice
guidelines from Government and by
ensuring its premises meet all statutory
guidelines in relation to the standard of
air flow and air extraction in its premises.
The Company believes that the adoption
of these measures provides both our
staff and customers with a comfortable
environment for work and enjoyment
of our venues.
It has been the Company’s long term
policy that it’s premises should possess
air circulation and handling equipment
to the prevailing standards at the 
time of their installation. All new and
refurbished premises comply with
CIBSE design guidelines, BSI British
Standard 5720 and technical standards
for places of entertainment as published
by the District Surveyors Association. 
EMPLOYMENT POLICIES
The Company believes that the way in
which it recruits, develops, motivates
and retains its employees determines
its ability to serve its customers
efficiently and successfully.
The Company has continued to adopt 
a policy of promotion from within, and
all employees are encouraged to make
a real commitment to the growth of 
the business. The Company places
great emphasis on, and invests
significant resources in, the training
and development of its employees,
believing that this ensures that the
highest operating standards and
service are provided to its customers.
The Company’s in-house magazine 
and other methods of communication
continue to ensure that all employees
are well informed about ongoing
initiatives and any other issues affecting
their employment and the progress of
the business.
The Company operates a contributory
pension scheme and all new employees
are encouraged to join the scheme.
The Company contributes to the
scheme a percentage of the employee’s
salary. The percentage contributed 
is dependent on the seniority of the
individual employee.
In addition employees are invited 
to participate in the Company’s Save
As You Earn share option scheme,
encouraging a strong involvement 
in the performance of the Company.
The Company’s employment policies
do not discriminate between employees
or potential employees on the grounds of
sex, race, creed, colour or ethnic origin.
Consideration is given to all applicants
for employment from handicapped and
disabled persons where the requirement
of the job may be adequately covered by
those persons. If employees become
disabled, every effort is made to ensure
their employment continues, with
appropriate training where necessary.
The Company has considered its
training and employment policies in
light of the introduction of The
Disability and Discrimination Act 1995,
the last requirements of which are to
be introduced in October 2004. This
new legislation imposes an obligation
on service providers to ensure that
their buildings are as accessible as is
physically possible to disabled persons.
The key features of the Group’s
personnel support systems are:
> Board approval of a detailed
Manpower and Development
Recruitment Plan.
> Continual assessment under the
Investors In People accreditation.
> Publication and constant review of
employment procedures including:
–Employee handbooks
–Award of Merit schemes
> Continuous health and safety 
risk assessment.
> Ongoing provision of job related 
and management training.
> Annual staff appraisals identifying
individual staff and employment needs.
SUPPLIER PAYMENT POLICY 
AND PRACTICE
The Group’s policy with regard to the
payment of suppliers is to agree terms
of payment at the start of business
with each supplier, to ensure that the
supplier is made aware of the standard
payment terms. Such terms include 
an undertaking to pay suppliers within
an agreed period subject to terms 
and conditions being met by suppliers.
Creditor days at the period end
amounted to 30 days (2003: 31 days)
of total supplies for the period.
RESEARCH AND DEVELOPMENT
All businesses within the Group continue
to be active in developing new ways of
working for the benefit of the business
and its customers.
CHARITABLE AND 
POLITICAL DONATIONS
The Company has established a
charitable trust, the ECHO Trust, 
to channel the Company’s charitable
activities to those in need. During 
the year, a total of £455,795 (2003:
£322,642) was donated by our
customers in charity collections to
ECHO Trust and other local charities.
Direct contributions for charitable
purposes were made during the period
amounting to £10,195 (2003: £848).
No political donations were made
during the year (2003: £nil).
CORPORATE SOCIAL RESPONSIBILITY
CONTINUED Annual Report and Accounts 2004 LUMINAR PLC 19
During the year ended 29 February 2004
the businesses of the Company faced
many regulatory challenges. The
Company takes compliance with it’s
statutory and regulatory obligations
very seriously and two examples of 
our position on specific issues are set
out below:
Disabled Discrimination Act 1995
The Company has considered its
position in light of the introduction 
of The Disability and Discrimination 
Act 1995, the last requirements of
which are to be introduced in October
2004. This new legislation imposes an
obligation on service providers to ensure
that their buildings are as accessible as
is physically possible to disabled persons.
In order to ensure that its venues meet
the requirements of the new legislation,
the Company is undertaking a detailed
survey of all its premises with particular
emphasis on the older units. This will
be undertaken by both our in-house
staff and external consultants. Where
improvements are identified as being
required, the works will either be actioned
or phased in as part of the Company’s
rolling refurbishment programme.
Control of Asbestos Regulations 2002
In accordance with its responsibilities
under the current asbestos legislation,
the Company has updated its asbestos
management procedures and instigated
a detailed survey of all our premises.
Where asbestos materials have been
identified, they have been either removed
or steps have been taken to manage
the situation pending the Company’s
phased refurbishment programme.
LICENSING REFORM AND LUMINAR
The new Licensing Act received Royal
Assent last year. The Act is the first
serious review of our anachronistic
licensing laws since 1964. The Act seeks
to modernise the licensing process and
also has a wider ambition in terms of
its social policies. This wider ambition,
it is hoped, will lead to a reduction in
binge drinking and social disorder. 
The main weapon in the Government’s
armoury is a complete shift away from
existing procedures centred on the
Magistrates Courts and a transfer of
administrative duties for the licensing
system in its entirety to local authorities.
Amongst the tranche of reforms is the
possibility of extended trading hours.
Whilst many operators in the leisure
sector have openly expressed concerns
about this development, Luminar is
broadly optimistic about the outcome. 
We are optimistic of the benefits of the
reforms because:
> The Licensing Act 2003 provides 
for all licensing in future to be
administered by local authorities.
The latest version of the draft
guidance places a much higher
emphasis on regulation in order 
to control crime and disorder as well
as promote public safety. This is
likely to be a culture shock for
companies which have previously
operated premises trading to normal
permitted hours, particularly on the
high street. The local authorities will
also have far greater control of all
premises. Companies such as
Luminar, with effective procedures 
to ensure compliance, will be less
vulnerable than those who have not
previously required such procedures.
Luminar is therefore ideally placed 
to take advantage of the new
regulatory environment, which is likely
to follow the implementation 
of the Licensing Act 2003.
> In recent years there have been 
a large number of premises that
have taken advantage of the relaxed
licensing environment to obtain
Special Hours Certificates without
strictly complying with the criteria.
Luminar recently obtained a landmark
judgement from the Court of Appeal
in respect of Lloyds No 1 in Norwich.
This case will make it difficult, if not
impossible, for premises who do 
not comply with the Special Hours
Certificate regime to obtain late
licences. The Court specifically
disapproved of any extension of
hours simply for the purpose of
drinking. This case should lead to
greater scrutiny of such applications
in the period leading up to and beyond
licensing reform.
> Our branded development strategy
mentioned earlier in this Report 
has been developed with licensing
reform very much in mind.
> Our scale of operation and expertise
provides a platform for the
management of change.
> Because of Luminar’s existing licence
structure, the cost to the Company 
in managing these changes will be
minimal. After an initial increase, 
the broad impact across our business
will lead to a reduction in costs.
REGULATORY CHALLENGES 20 LUMINAR PLC Annual Report and Accounts 2004
THE BOARD OF DIRECTORS
KEITH HAMILL
CHAIRMAN
Keith, 51, was appointed Chairman 
on 16 January 2001. He is also
Chairman of Collins Stewart Tullet PLC,
Travelodge-Little Chef and Moss Bros
PLC and Non-Executive director of
Electrocomponents PLC. He was
previously finance director of WH Smith,
Forté and United Distillers and a Partner
at PricewaterhouseCoopers.
STEPHEN THOMAS
CHIEF EXECUTIVE
Stephen, 51, was a founder member 
of Luminar Leisure in 1987 and has
remained Chief Executive throughout.
Prior to that he was a regional director
at a leisure subsidiary of Whitbread
PLC. He is currently a Non-Executive
Director of Hartford Group Plc, Paddy
Power Plc and Saracens Ltd.
ANDREW BURNS
FINANCE
Andrew, 40, qualified as a chartered
accountant with Price Waterhouse in
London in 1989. He moved to The Rank
Group in 1990 to work in Business
Development. Latterly, he was the
Finance and Commercial Director for
Rank Video Services Europe. He joined
Luminar as Finance Director in 1997.
JOHN WILLIAMS
SENIOR NON-EXECUTIVE DIRECTOR
John, 70, known as John Wills, was 
a Managing Partner until 1 May 1996 
in Healey & Baker with whom he
remained as a consultant until May
1998. He joined Healey & Baker in
1955 becoming a Partner in 1964. 
His specialism is retail property and
from 1987 he was the Senior Retail
Partner responsible for the firm’s
retailing activities in the United
Kingdom and overseas. He was
appointed to the Board in April 1996.
ALAN GOLDMAN
NON-EXECUTIVE
Alan, 61, was appointed on 3 March 1998
following his retirement from Rank
Leisure Limited where he was latterly
Development Director responsible 
for the acquisition and development 
of Rank’s “Leisureworlds”. He has
considerable experience of operating
discotheques and nightclubs and in 
the acquisition and development of
leisure businesses.
LINDA WILDING 
NON-EXECUTIVE
Linda, 45, was previously Managing
Director of Mercury Private Equity, 
a division of Merrill Lynch Investment
Managers, specialising in providing
private equity finance. She resigned
from that post at the end of April 2001.
Linda served as a Director representing
Mercury private Equity from 1990 
until the flotation of the Company 
in November 1997. Because of her
experience of the Company and
expertise she was invited to re-join 
the Board as a Non-Executive Director
in November 1998. Linda is also
Chairman of Sanctuary Spa Group
Limited. Annual Report and Accounts 2004 LUMINAR PLC 21
BOARD COMMITTEES
NOMINATIONS COMMITTEE
John Williams (Chair)
Alan Goldman
Keith Hamill
Michael Payne*
Linda Wilding
Robert Wickham*
AUDIT COMMITTEE
Keith Hamill (Chair)
Michael Payne*
Robert Wickham*
John Williams
Richard Brooke
Martin Gatto
REMUNERATION COMMITTEE
Linda Wilding (Chair)
Alan Goldman
Michael Payne*
Robert Wickham*
John Williams
Richard Brooke
Martin Gatto
David Longbottom
RISK MANAGEMENT
COMMITTEE
John Williams (Chair)
Andrew Burns
Alan Goldman
Henry Andrew Willits,
Company Secretary
Tony Steed, Health & 
Safety Manager
CAPITAL COMMITTEE
Keith Hamill (Chair)
John Williams 
Stephen Thomas
Andrew Burns
Brendan McLoughlin
Alistair Burford
MARTIN GATTO
NON-EXECUTIVE
Martin, 54, is Finance Director of
British Energy and was appointed to
the Board on 1 January 2004. Martin
was previously Finance Director of
Somerfield plc and has a wealth of
experience in both the leisure and
retail industries.
RICHARD BROOKE
NON-EXECUTIVE
Richard, 50, was appointed to the Board
on 1 January 2004. Richard is Managing
Director of St James’s Investment
Partnership (SJIP), the advisory arm 
of Media Ventures Partners (MVP), 
the specialist media investment firm.
Richard has been in this position since
January 1998, before which he was
Group Finance Director of BskyB plc.
He was also a Non-Executive director 
of Gallagher plc from 1996 to 2002.
DAVID LONGBOTTOM
NON-EXECUTIVE
David, 59, was appointed to the Board
on 17 April 2004. David is the Human
Resources Director of Dixons Group
Plc, a position he has held since 1996. 
In addition David is the current Dixons
Group Board member with
responsibility for Corporate Social
Responsibility. David has worked in a
variety of positions with Dixons since
1987 and prior to that held senior
positions with Lloyd’s of London and
Courtaulds plc.
ALISTAIR BURFORD
DIRECTOR OF OPERATIONS
Alistair, 51, was appointed to the 
Board on 1 January 2002. He joined
Luminar Leisure Limited in 1988 having
previously gained industry experience
at Whitbread Plc and Civil Service
Catering. During his time with Luminar,
he has held the positions of General
Manager, Area Manager, Operations
Manager and most recently Managing
Director of the Entertainments Division.
BRENDAN MCLOUGHLIN
PROPERTY & DEVELOPMENT DIRECTOR
Brendan, 43, was appointed to the
Board on 1 January 2003. He joined
Luminar following the merger with
Northern Leisure where he was a
Director. Brendan is an experienced
operator of late night bars and clubs
and has worked in the industry for 
over 20 years.
* retired during the period ending 29 February 2004. 22 LUMINAR PLC Annual Report and Accounts 2004
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 29 FEBRUARY 2004
PRINCIPAL ACTIVITIES
The principal activity of the Group during the period was 
as owner, developer and operator of theme bars, nightclubs
and restaurants.
BUSINESS REVIEW
During the period, the Company announced its intention to
review the potential benefits of the Government’s planned
deregulation of the gaming industry. The Board feels that
the Company is well placed to take advantage of the proposed
reforms and is considering the strategic options available to
the Company. Further details of the potential opportunities
are contained in the Chief Executive’s Statement.
During the period, the Company announced the planned
creation of a new business division to contain 61 units. These
units are venues which the Board feel cannot be branded within
the Company’s core brands and should be developed by 
an entrepreneurial management team led by Tim Roberts.
Further details can be found in the Chief Executive’s Statement.
A review of the business and future developments are included
in the Chairman’s Statement, the Chief Executive’s Statement
and the Finance Director’s Review, set out on pages 02 to
03, 06 to 09 and 10 to 15 respectively of this Report.
PROFIT AND DIVIDENDS
The profit before goodwill, exceptional items and taxation
for the 52 weeks ended 29 February 2004 amounted to
£61.6m (2003: £66.6m) and is reported in the Group profit
and loss account on page 38.
The Directors declared an interim dividend payment of 3.67p
per Ordinary Share, which was paid to shareholders on 
9 January 2004. The Board recommends the payment of a
final dividend of 8.87p per Ordinary Share to the shareholders;
subject to approval at the AGM, this will be paid on 8 July 2004
to shareholders on the register on 4 June 2004. The total
dividend payment in respect of the period ended 29 February
2004 will therefore be £9.2m (2003: £8.3m).
DIRECTORS
The current Board of Directors is shown on pages 20 and 21
of this Report.
During the year, Michael Payne and Robert Wickham retired
from the Board, and the Board wish to record their thanks
for their contribution to the Company. John Aust retired as 
a Director at the conclusion of the Annual General Meeting
held on 1 July 2003. 
As previously announced, John Williams and Alan Goldman
will retire as Directors immediately following the 2004 Annual
General Meeting.
Since the last Annual General Meeting, Martin Gatto, Richard
Brooke and David Longbottom have been appointed as
members of the Board. It is the opinion of the Board, having
regard to their experience and skills as outlined below, that
their appointments strengthen the Board and the governance
of the Company. The Board confirms that it considers Martin
Gatto, Richard Brooke and David Longbottom all to be
independent of the management of the Company.
Martin Gatto 
Martin, 54, is Interim Finance Director of British Energy and
was appointed to the Board on 1 January 2004. Martin was
previously Finance Director of Somerfield plc, and has held
senior positions at Sun International, Hilton International
and Grand Metropolitan. Martin brings to the Board a wealth
of experience in both the leisure and retail industries.
Richard Brooke 
Richard, 50, was appointed to the Board on 1 January 2004.
Richard was previously Group Finance Director of BskyB plc
and has also held a Non-Executive Directorship at Gallagher
plc in recent years.
David Longbottom
David, 59, was appointed to the Board on 17 April 2004. David
is the Human Resources Director of Dixons Group plc, a
position he has held since 1996. David has worked in a variety
of positions within Dixons since 1987 and prior to that held
senior positions with Lloyd’s of London and Courtaulds plc.
In accordance with the requirements of the Articles of
Association, Martin Gatto, Richard Brooke and David
Longbottom will retire from office at the Annual General Meeting
and offer themselves for re-election by the shareholders.
The Articles of Association require that one-third of the
continuing Directors retire by rotation at the Annual General
Meeting. Accordingly, Linda Wilding will retire and offer herself
for re-election by the shareholders. Given the retirement
following the Annual General Meeting of John Williams and
Alan Goldman, all other Company Directors have been elected
by the shareholders at one of the last two Annual General
Meetings. The Board confirms that, following a review of the
skills and experience of the Directors, and of their personal
positions and commitments, it is satisfied that Keith Hamill,
Linda Wilding, Martin Gatto, Richard Brooke and David
Longbottom remain independent of the management of the
Company and continue to make a substantive contribution
to the work of the Board.
During the period, the Company maintained liability insurance
for its Directors and officers.
No Director had a material interest in any contract or
arrangement to which the Company or any subsidiary was 
a party.
During the period, Henry Andrew Willits was appointed Company
Secretary, and Andrew Burns accordingly retired from that role.
Although Linda Wilding served on the Board prior to the
Company’s flotation, the Board has concluded that the nature
of changes to the capital structure, size and scale of the
Company, together with her limited financial dependency 
on the Company and her expertise and professionalism mean
that it is appropriate and in the best interests of the Company
and the shareholders to regard her as an independent Director
with her term of office commencing when she was re-appointed
to the Board on 3 November 1998.
The interests of the Directors in the Ordinary Shares of the
Company at 29 February 2004 and 2 March 2003 were 
as follows: Annual Report and Accounts 2004 LUMINAR PLC 23
29 February 2004 2 March 2003
Keith Hamill 30,113 30,113
Stephen Thomas 243,904 243,904
Andrew Burns 3,968 3,968
John Williams 18,645 17,993
Linda Wilding 16,929 16,277
Alan Goldman 6,066 4,767
Brendan McLoughlin 21,605 21,605
Alistair Burford 8,754 8,574
Martin Gatto – –
Richard Brooke – –
David Longbottom – –
The interests of the Directors in the Warrants of the Company
at 29 February 2004 and 2 March 2003 were as follows:
29 February 2004 2 March 2003
Stephen Thomas 43,410 43,410
Alistair Burford 1,178 1,178
On 17 March 2004, the Company acquired shares for the
Non-Executive Directors (excluding Keith Hamill) as part of
the contractual remuneration of those Directors. The shares
acquired were as follows:
Shares Acquired Total interests as at
17 March 2004 17 March 2004
John Williams 625 19,270
Linda Wilding 1,250 18,179
Alan Goldman 1,223 7,289
Martin Gatto 729 729
Richard Brooke 729 729
This Acquisition was announced to the Stock Exchange on
18 March 2004. Other than the above there has been no
change in the interests of the Directors in the share capital
of the Company between 29 February 2004 and the date 
of the signing of this report, 20 May 2004.
No Director had any interest in the shares of any of the
Group’s subsidiaries during the 52-week period ended 
29 February 2004.
The interests of the Directors in share options are set out in
the Report on Remuneration on page 28.
SHARE CAPITAL
At the 2003 Annual General Meeting, the shareholders 
gave the Company authority to purchase up to a maximum
of 10% of its own shares. This authority will expire at the
conclusion of the forthcoming Annual General Meeting, 
at which a Special Resolution will be proposed to renew 
the authority for a further year.
The Board has not exercised this power during the 52 weeks
ended 29 February 2004, nor in the period between then
and the signing of this report (20 May 2004).
SUBSTANTIAL SHAREHOLDERS
At 20 May 2004 (the last practical date before the approval
of this Report), the Company had been notified of the
following interests in the shares of the Company, pursuant
to Sections 198-202 of the Companies Act 1985:
Number of shares %
Hermes Pensions Management 6,426,189 8.78
AllianceBernstein 5,206,454 7.12
Fidelity Investments 4,937,622 6.75
Morgan Stanley Investment Management 4,631,227 6.33
Goldman Sachs Asset Management 4,514,799 6.17
Devon County Council 3,661,962 5.00
SG Asset Management 3,111,659 4.25
Legal & General Investment 2,616,275 3.58
MLIM 2,509,057 3.43
Capital Group 2,500,000 3.42
BGI 2,262,955 3.09
Invesco 2,209,756 3.02
DIRECTORS’ RESPONSIBILITY FOR 
THE FINANCIAL STATEMENTS
Company Law requires the Directors to prepare financial
statements for each financial year that give a true and fair view
of the state of affairs of the Company and the Group, and of
the profit or loss of the Group for that period. In preparing
the financial statements, the Directors are required to:
i. select suitable accounting policies and then apply 
them consistently;
ii. make judgements and estimates that are reasonable 
and prudent;
iii.state whether applicable accounting standards have been
followed, subject to any material departures disclosed
and explained in the financial statements;
iv.prepare the financial statements on the going concern
basis, unless it is inappropriate to assume that the Group
will continue in business.
The Directors confirm that they have complied with the
above requirements in preparing the financial statements.
The Directors are responsible for maintaining proper
accounting records that disclose with reasonable accuracy
at any time the financial position of the Company and the
Group, and to enable them to ensure that the financial
statements comply with the Companies Act 1985. They are
also responsible for safeguarding the assets of the Company
and the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and
integrity of the website. Legislation in the UK concerning 
the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
GOING CONCERN
The Directors have made enquiries into the adequacy of 
the Company’s financial resources and, having conducted 
a review of the Company’s budget and medium term plans
which include capital expenditure projections and cash flow
forecasts, have satisfied themselves that adequate resources
exist to ensure that the Company will continue in operational
existence for the foreseeable future. For this reason, the
Directors continue to adopt the going concern basis in
preparing the Company’s financial statements.
AUDITORS
PricewaterhouseCoopers LLP have indicated their willingness
to continue in office, and a resolution for their re-appointment
will be proposed to the Annual General Meeting.
By Order of the Board
HENRY ANDREW WILLITS
COMPANY SECRETARY
20 MAY 2004 24 LUMINAR PLC Annual Report and Accounts 2004
CORPORATE GOVERNANCE STATEMENT 2004
APPLICATION OF PRINCIPLES
This statement describes how the Company applies the
principles contained within the Combined Code appended 
to the Listing Rules of the Financial Services Authority.
The Company has noted that the Financial Reporting Council
issued a revised version of the Code in July 2003, which is
effective for reporting periods beginning on or after November
2003. The Board is committed to working towards meeting
the standards set out in the revision to the Combined Code,
and to full explanation to shareholders where a divergence
from the Code is considered desirable. The Company has
prepared a full analysis of the new requirements and the
Board will consider the implementation of any appropriate
changes in the current year. 
DIRECTORS
The Board is responsible for setting the Group’s strategic
direction, the establishment of Group policies and internal
controls, and the monitoring of operational performance. 
It meets regularly throughout the year and, in addition to
the routine reporting of financial and operational issues,
reviews each of its trading divisions and key functions in detail.
The Board has a schedule of matters specifically reserved 
to it for decision and delegates certain powers to the Board
Committees and to the Executive Directors collectively and
individually. The Schedule of reserved matters is periodically
reviewed by the Board and presently includes annual budgets,
strategic plans, approval of major capital expenditure and
significant financing.
Information is provided to all Board members in the week
prior to a Board meeting to enable the Directors to consider
the issues for discussion, and to request clarification or
additional information. The Board regularly reviews the type
and amount of information provided. The Board meets eight
times a year and, in addition, has an Away Day in January
for full consideration of strategic issues facing the Company.
All Directors have access to the advice of the Company
Secretary, who is responsible to the Board for ensuring that
procedures are followed. During the year, Mr H A Willits, 
a Solicitor, was appointed as the Secretary. The appointment
and removal of the Company Secretary is reserved for the
consideration of the Board as a whole.
In addition, there is an agreed procedure for seeking
independent professional advice at the Company’s expense. 
On appointment to the Board, every Director is provided
with opportunities for appropriate training to enable them 
to discharge their duties as a Director. It is the intention of
the Company to create opportunities for new Non-Executive
Directors to meet with significant shareholders should this
be requested by them.
The Board consists of the Chairman, six Non-Executive
Directors and four Executive Directors. This provides 
a balance whereby no individual or small group can dominate
the Board’s decision-making. The Chairman of the Board 
is Keith Hamill. Stephen Thomas is Chief Executive and is
responsible for the executive leadership and co-ordination
of the Company’s business activities. John Williams was the
Senior Independent Director during the year under review;
with his retirement at the 2004 Annual General Meeting, this
role will be assumed by another of the Non-Executive Directors
who will be chosen following the Annual General Meeting.
The Non-executive Directors have met without the chairman
or the Executive Directors and the senior Independent
Director , John Williams, has provided feedback to the Chairman
following this meeting.
Although Linda Wilding served on the Board prior to the
Company’s flotation, the Board has concluded that the nature
of changes to the capital structure, size and scale of the
Company, together with her limited financial dependency 
on the Company and her expertise and professionalism
mean that it is appropriate and in the best interests of 
the Company and the shareholders to regard her as an
independent Director with her term of office commencing
when she was re-appointed to the Board on 3 November 1998.
Board members are appointed by the Board on the
recommendation of the Nominations Committee, which 
is chaired by the Chairman and consists of all the Non-
Executive Directors. The Company’s Articles of Association
provide that one-third (or the number nearest to but 
not exceeding one-third) of the Directors shall stand for 
re-election at each Annual General Meeting. Furthermore,
the Articles of Association require a Director to stand for 
re-election if they were not appointed or re-appointed 
at either of the last two Annual General Meetings. Newly
appointed Directors are required to retire and seek
shareholder election at the first Annual General Meeting
after their appointment. Therefore, Martin Gatto, Richard
Brooke, David Longbottom and Linda Wilding will all seek
re-election at the Annual General Meeting.
All Non-Executive Directors are appointed for a three-year
term. A Non-Executive Director may be appointed for 
a further three-year term by agreement with the Company. 
If appropriate, and following review, a further term of 
three years may be agreed. In addition, the Board are
implementing arrangements for the performance and
contribution of the Non-Executive Directors and the
Chairman, to be assessed on an annual basis.
The Chairman of the Board has instigated a review of the
effectiveness of the Board. This review, carried out by the
Chairman, involved full consultation with all the Directors
and the Company Secretary. The conclusions of the review
have been discussed by the Board as a whole and will be
kept under review during the forthcoming year.  Annual Report and Accounts 2004 LUMINAR PLC 25
BOARD COMMITTEES
In accordance with the Combined Code and corporate
governance best practice, the Board has established 
a number of committees. All of the Committees have 
written terms of reference, approved by the Board, 
which are described below.
AUDIT COMMITTEE
The Audit Committee is chaired by Keith Hamill and also
comprised during the financial year of John Williams,
Michael Payne, Martin Gatto and Richard Brooke. During the
year, Robert Wickman and Michael Payne stood down from
the Committee following retirement from the Board.
The Committee meets at least three times a year and reports
to the Board on all matters relating to the regulatory and
accounting requirements that may affect the Group,
together with the financial reporting and internal control
procedures including the annual and interim financial
statements. In addition, the Committee ensures that an
objective and professional relationship is maintained with
the external auditors, with particular regard to the nature
and extent of any non-audit functions they provide.
During the financial year ended 29 February 2004, the
Company’s external auditors have provided advice to 
the Company, including a reorganisation of the Company’s
subsidiaries, which was completed in August 2003.
The external auditors may attend all meetings of the Audit
Committee and have direct access to the Committee and 
its Chairman at all times. The Executive Directors are not
members of the Committee, but may attend meetings of 
the Committee as necessary to facilitate its business.
The Company has an internal audit function, which is charged
with ensuring adequate controls exist and are complied with
at a unit level over cash and stock. They also ensure that 
the standard of operation at unit level is compliant with the
requirements of the local authorities for that area, and other
statutory compliance.
To comply with the provisions of the combined code, 
Keith Hamill will stand down as Chairman of the Committee
following the Annual General Meeting in July. The Committee
will select a new Chairman at that time.
REMUNERATION COMMITTEE
The Remuneration Committee is chaired by Linda Wilding,
and consists of all the Non-Executive Directors. 
Robert Wickham and Michael Payne stood down from the
Committee during the year. Keith Hamill retired from the
Committee with effect from 1 March 2004 but is invited 
to attend Committee meetings. Martin Gatto and Richard
Brooke attended meetings of the Committee following their
appointment in January 2004 but did not officially join the
Committee until 1 April 2004. 
The Committee operates within agreed terms of reference 
in advising the Board on the remuneration policy for the
Executive Directors and senior executives. When making 
its decisions, the views of the Chief Executive are considered
and appropriate professional advice is sought where needed.
The Board, excluding the Non-Executive Directors, review
the fees for Non-Executive Directors annually.
Professional advisers consulted during the year were Keplar
Associates and Watson Wyatt, who did not provide any other
services to the Company. 
The Directors’ Report on Remuneration, which has been
prepared in accordance with the requirements of the
Directors’ Remuneration Report Regulations 2002 and
approved by the Board, is set out on pages 28 to 34.
NOMINATIONS COMMITTEE
The Nominations Committee is chaired by John Williams 
and also consists of all the Non-Executive Directors.
Following John Williams’ retirement at the AGM, it will 
be chaired by Keith Hamill. It monitors and reviews the
membership of and succession to the Board of Directors,
and makes recommendations to the Board, inter alia, on 
the identification and recruitment of potential Executive 
and Non-Executive Directors.
During the year, two Non-Executive Directors, Martin Gatto
and Richard Brooke, joined the Board with effect from 
1 January 2004. In recommending these appointments, 
the Committee reviewed the skills and experience represented
on the Board and identified areas where additional skills
would enhance the effectiveness of the Board. A third 
new Non-Executive Director, David Longbottom, joined 
the Board in April of this year. The backgrounds and skills 
of these Directors are set out on page 20 of this Report.
The Directors’ Report sets out details of the skills and
experience of Mr Gatto, Mr Brooke and Mr Longbottom,
which form the basis of the recommendation to shareholders
that they be elected as Directors of the Company.
The Committee, having regard to the direction of the Combined
Code, considers that Ms Wilding continues to be effective
and committed, and recommends her to the shareholders
for re-election on this basis.
RISK MANAGEMENT COMMITTEE
The Board is responsible for the Company’s risk management
process. It has delegated responsibility for implementing an
appropriate risk management programme to a committee
comprising Andrew Burns, John Williams, Alan Goldman,
Henry Andrew Willits (Company Secretary) and Tony Steed,
who has responsibility for health and safety issues. The Board
sets guidelines on the general level of risk that is acceptable
and has a considered approach to evaluating risks and
controls. More details of the operation of this process are
given in the Internal Controls section of this Report. Following
the retirement of John Williams, Keith Hamill will become
Chairman of the committee immediately following the
Annual General Meeting. 26 LUMINAR PLC Annual Report and Accounts 2004
EXECUTIVE COMMITTEE
The Executive Committee consists of Stephen Thomas, 
who is Chairman of the Committee, Andrew Burns, Alistair
Burford and Brendan McLoughlin. The Company Secretary
also attends all meetings of the Committee. This Committee
exercises the day-to-day management function of the
Company. The Committee meets weekly and considers
amongst its standing agenda items all capital expenditure,
revenue expenditure not authorised by the Executive
Directors within their individual authority levels, regular
reports from the Directors and a regular review of the
strategic aims of the Company.
CAPITAL COMMITTEE
The creation of the Capital Committee received Board
approval in September 2003. Its membership consists of
Keith Hamill, who chairs the Committee, John Williams and
the four Executive Directors. The function of the Committee
is threefold. First, to oversee the capital expenditure of the
Company. Secondly, the committee has responsibility for
capital expenditure planning and budgeting. Thirdly, to
exercise a limited delegated function to approve capital
expenditure up to an agreed limit. Expenditure that exceeds
the agreed limit is approved by the full Board. At present 
the Committee has delegated authority from the Board up
to a limit of £1m.
RISK MANAGEMENT 
The Company continued to invest significant resources in 
its Risk Management processes and function. More details of
the operation of the Company’s risk management strategies
are given below.
(a) Internal control
The Board is responsible for maintaining a sound system 
of internal control and for reviewing its effectiveness. The
system can only manage rather than eliminate risk and can
only provide reasonable and not absolute assurance against
material misstatement or loss. 
The Board confirms that there is an ongoing process for
identifying, evaluating and managing the significant risks
faced by the Company. This was introduced during the year
to 25 February 2001 and has remained in place up to 
the date of approval of the Annual Report and Accounts. 
The process is regularly reviewed by the Board.
The Combined Code requires that the Directors review the
effectiveness of the Company’s system of internal control,
which includes financial, operational, compliance and risk
management controls.
The Board has reviewed the effectiveness of the system 
of internal control. As part of the review process, the Risk
Management Committee carried out a detailed review of 
the current system of internal control and, in particular, the
process for identifying and evaluating the significant risks
affecting the business and the policies and procedures by
which these risks are managed. During the review process,
members of the Risk Management Committee had the
opportunity to discuss any areas of concern with management.
In order to ensure that the system of internal control becomes
embedded in the operations and culture of the Company,
management are required to identify and evaluate the
significant risks applicable to their areas of business and
design and operate suitable controls. These risks are assessed
on a continual basis and may relate to internal and external
sources including disruption in information systems,
competition and changes in the regulatory environment. 
To further improve the monitoring of risks, the Company 
has recently installed a computerised risk management
system. The system is in the first stage of roll-out and will
further ensure that the Company’s internal control procedures
become embedded in the culture of the Company.
In addition, the Board has established a Risk Management
Committee that meets at least three times a year and whose
main purposes are as follows:
> To review, on behalf of the Board, the key risks inherent 
in the business and the system of control necessary to
manage such risks and present their findings to the Board.
> To reinforce management’s control consciousness 
and foster a culture within the Group that emphasises 
risk management.
> To keep under review the effectiveness of the Company’s
risk management infrastructure.
> To consider the risks of new ventures and other 
strategic initiatives.
In addition to the major risk review process, the Company
operates under an established internal control framework,
the key features of which are as follows:
(b) Decision-making
The full Board meets regularly and has adopted a schedule
of matters which are required to be brought to it for decision,
thus ensuring it maintains control over appropriate strategic,
financial, organisational, compliance and risk issues. 
A meeting of the Executive Directors takes place each week
to make decisions relating to investment issues such as
property acquisitions, capital expenditure and important
operational issues. The Company Secretary attends these
meetings to ensure that procedures are followed and decisions
minuted. The Operations Committee also meets on a weekly
basis to review financial and operating performance. These
meetings are attended by each of the Managing Directors
and any issues are reported through to the meeting of 
the Executive Directors. The Board has put in place an
organisational structure with clearly defined lines of
responsibility and delegation of authority. The structure 
is reviewed from time to time to ensure that appropriate
controls exist and that financial and operational issues 
are dealt with in an effective manner. 
(c) Financial and operational controls
There are established procedures for budgeting and planning
capital expenditure, together with reporting systems for
monitoring the Group’s business and performance.
CORPORATE GOVERNANCE STATEMENT 2004
CONTINUED Annual Report and Accounts 2004 LUMINAR PLC 27
> There is a rolling three-year forecast in place, which is
used to assess the financial impact of the Company’s
strategy and there is a comprehensive budgeting system
with an annual budget (approved by the Board), half-yearly
budget and monthly forecasts for the remainder of the
financial period. A monthly report to the Board details the
financial performance of the Group for the preceding period
versus budget and includes a forecast of future profitability.
> Management is accountable to the Directors for the
implementation of the system of internal financial control
throughout the Group. This enables the Board to meet 
its ongoing responsibilities for the integrity and accuracy
of the Company’s accounting records and ensures that
ongoing financial performance is monitored in a timely
and corrective manner and that risk is identified as early
as practicably possible. These controls include:
–Comprehensive budgeting systems with annual budgets
for sales, profits, cash and capital expenditure approved
by the Board.
–Detailed variance analysis of actual results compared to
budget on a period and year to date basis.
–Constant monitoring and regular review of sales, cash,
assets and operational compliance at unit level by the
internal audit function. 
(d) Property acquisitions and investment appraisal
The Company has clearly defined guidelines for the acquisition
of properties and for capital expenditure. These include
annual budgets, detailed appraisal and review procedures,
levels of authority and due diligence requirements. In addition,
and as a further layer of control, the Capital Committee has
a review function in relation to the capital budget. 
(e) Business unit controls
Controls and procedures, including information systems
controls, are detailed in procedure manuals and other written
instructions. Compliance with these procedures is reviewed
by the Company’s internal audit function and management
at divisional level.
(f) Information computer technology
The Company has completed an extensive reorganisation 
of its ICT function aimed at closely aligning its strategy 
with Information Technology Infrastructure Library Best
Practice guidelines.
One part of this reorganisation has been the outsourcing 
of first line and field support to all the Company’s premises
nationally. This provides significant service improvements
and cost savings for its venues and the Company as a whole.
IT policies and procedures have been independently audited
to ensure control and provision of stability to the ICT function.
In line with risk governance procedures we have implemented
a full disaster recovery strategy, including multi-site failure
to ensure business continuity.
The Company’s extensive portfolio of applications designed
to automate and control its core business processes are being
extended from the administrative centres to our premises
nationally to provide automation and time-saving initiatives
for the employees operating those businesses. This provides
significant opportunities for the Company in the future.
The Company has equipped its premises with leading-edge
customer entertainment technology including digital media,
mobile and wireless CRM and customer loyalty systems.
Such systems are designed to engage the customer whilst
providing the business with demographic and micro marketing
analysis linked into our cutting-edge EPOS and CRM
systems. These systems allow the Company to
communicate directly with its customers and to target any
promotions or incentives accurately to the appropriate target
audience.
The Company utilises a dedicated customer data centre to
provide business managers and marketers with targeted
marketing across multiple channels, delivering excellent
return on investment to business units.
(g) Public liability
An electronic checking system has been developed to monitor
housekeeping and customer safety standards within the
Company’s venues. Initial trials demonstrated that the
scanning system assisted both operators and support
departments to provide a due diligence defence against
public liability claims. This has led to a marked reduction in the
number of public liability claims experienced by the Company.
(h) Health and safety
The Company continues to promote both the safety of its
customers and staff through its health and safety standards. 
Regular health and safety audits (including 30 independent
audits a year carried out by the Company’s insurance brokers
Marsh) together with management training courses, ensure
that our customers benefit from the highest standards of
risk management. This focus on risk management has also
enabled the Company to reduce its insurance premiums
significantly for the forthcoming year.
The Company has introduced a new food safety system,
allowing it to demonstrate compliance with existing legislation
and the proposed changes in food legislation scheduled 
for 2006. 28 LUMINAR PLC Annual Report and Accounts 2004
THE REMUNERATION COMMITTEE
During the year ending February 2004, the Remuneration
Committee consisted of the following Directors:
Linda Wilding (Chairman) John Williams
Keith Hamill Michael Payne
Alan Goldman
Robert Wickham and Michael Payne ceased to be members
of the Committee during the year, on their retirement as
Directors on 30 September 2003 and 29 February 2004
respectively. Keith Hamill retired from the Committee on 
1 March 2004 but is invited to attend Committee meetings.
Martin Gatto, David Longbottom and Richard Brooke have
joined the Remuneration Committee since the year end. 
The members of the Committee are independent Directors
who have no personal financial interest (other than as
shareholders) in the matters addressed by the Committee,
have no conflicts of interest arising from cross-directorships
and no day-to-day involvement in running the business of
the Company. The Committee has responsibility for making
recommendations to the Board on the Company’s general
policy on executive remuneration, and to determine, on
behalf of the Board, specific remuneration packages for 
the Executive Directors. The Committee meets as required,
but at least four times a year. Its meetings are scheduled by
reference to its function and the discharge of its obligations
to oversee both the Company’s share option schemes and
other incentive plans.
During the year, the Committee retained Keplar Associates,
remuneration consultants, to advise on the Deferred Bonus
Plan and Watson Wyatt to advise on pension arrangements. 
The remuneration of the Chairman is determined by the
Remuneration Committee (in the absence of the Chairman
and led by John Williams, the Senior Independent Director)
and the Board. The remuneration of the Non-Executive
Directors is determined by the Board, excluding the Non-
Executive Directors.
REMUNERATION POLICY
GENERAL
The Remuneration Committee determines the Company’s
policy on Executive Directors’ remuneration. 
The Committee also offers supervisory assistance and
guidance to the Executive Directors in the remuneration 
of senior employees and in the issue of share options and
other incentives to senior employees. The objectives of 
the Committee’s policies are:
> To ensure that senior executive rewards and incentives
are directly aligned with the interests of the shareholders,
in order to optimise the performance of the Company and
create sustained growth in shareholder value.
> To provide the level of remuneration required to attract,
retain and motivate Executive Directors of an appropriate
calibre.
The cost and value of the components of the remuneration
package are considered as a whole and are designed:
> To ensure a proper balance of fixed and variable
performance-related components, linked to short 
and longer-term objectives; and
> To reflect market competitiveness, taking account of 
the total value of all the benefit components.
The benefit components contained in the total remuneration
package are:
(a) Basic salaries
Salaries and other benefits are reviewed annually, and the
Remuneration Committee takes into account the performance
of the individual, comparisons with peer group companies
within the industry, institutional guidelines and reports from
specialist consultants. The experience of the individual and
level of responsibility are also taken into account.
(b) Bonus
(i) Bonuses for year ended 29 February 2004
Bonus arrangements in place for the year ended 29 February
2004 enabled the Executive Directors to earn up to 75-100% of
salary subject to the attainment of specific and stretching
objectives which were set for each individual. The objectives
principally related to the financial performance of the Company,
and also included operational and functional performance. 
The Executive Directors received bonuses relating to financial
performance and the achievement of personal objectives.
These amounted to 35 % of basic salary for Stephen Thomas,
75% for Brendan McLoughlin and 23% for Andrew Burns
and Alistair Burford. The financial objectives for the year 
for profits were not achieved but those relating to cash flow
were achieved in full. Other objectives involved specific
matters relating to personal accountabilities, including new
unit and refurbishment targets – which were achieved.
(ii) New bonuses and deferred bonus plan
During the period ended 29 February 2004, and following
consultation with the major shareholders, the Company
asked the shareholders to approve a long-term incentive
plan for Executive Directors, called the Deferred Bonus Plan.
The shareholders approved this on 24 February 2004. Under
the Deferred Bonus Plan, the Executive Directors can now 
earn up to 150% of salary if they achieve demanding and
specific objectives. The Plan provides a mix of short-term
and long-term incentives to the participants and the
Committee considers it to be a suitable vehicle to retain,
incentivise and reward Executive Directors.
The Remuneration Committee has set the objectives for 
the year to 28 February 2005. These include Operating
profit performance, free cash flow and certain strategic
objectives. They are quantified and the achievement of
maximum bonuses will require performance significantly
above market expectations.
REMUNERATION REPORT Annual Report and Accounts 2004 LUMINAR PLC 29
Under the Plan 50% of the bonus accruing to the Executive
Directors will be deferred, being credited to the purchase 
of a notional holding of Luminar plc shares within the Plan.
Shares to meet this notional holding may be purchased and
released to Directors from the Plan, three years after the
notional holding is credited, together with matching shares
contributed by the Company. Dividends on the notional
holding are accrued for the benefit of the Executive Director.
An award of matching shares will be made dependent on
performance over three financial years. The matching ratio
will depend upon the total shareholder return of the Company
relative to the total shareholder return of companies in the
FTSE 250 Index over that three year period. Matching shares
will be granted on the basis of the following ratios:
> Two matching shares for one initial share for top 
decile performance
> One matching share for four initial shares for 
median performance
> Pro rata on a straight-line basis between these points
> No matching for less than median performance
The Company has chosen to compare its total shareholder
return performance with the total shareholder return 
of companies in the FTSE 250 Index over the three year
performance period. This Index has been selected because
of the difficulty of constructing a meaningful peer group for
the areas in which the Company trades.
Participants are required to pay the employer’s National
Insurance contributions.
In order to provide effective incentives over an appropriate
period the Remuneration Committee has decided to make
an initial contribution of £150,000 of notional shares in
relation to Stephen Thomas, who has deferred the receipt of
£50,000 of his bonus for the year to 29 February 2004 as a
contribution to the Plan.
Any participant in the Plan will not be eligible to receive share
option grants pursuant to either the approved or unapproved
Schemes, other than SAYE schemes. However, it is the
intention of the Committee to continue to use the grant 
of share options for senior employees.
The Remuneration Committee will have discretion to settle
benefits under the plan in cash if considered appropriate. 
The Board will determine whether it is appropriate to hedge
against potential liabilities under the Plan.
c) Share Options
The Company has two share option schemes – The 1996
and 1999 Schemes. The 1999 Scheme is approved by the
Inland Revenue.
During the year, the Remuneration Committee granted share
options to incentivise future performance. Shares were granted
to Executive Directors under the 1996 Executive Share Option
Scheme, which is not approved by the Inland Revenue.
The Committee set a performance condition in relation to
the grant of these options, in that growth in pre-tax Earnings
Per Share (EPS) must exceed RPI plus 3% compounded,
over the relevant three-year period. The achievement of the
condition is measured by reference to the annual accounts
of the Company for the relevant year, and Government
statistics for inflation. This measure was chosen as commonly
available and easily understood by the participants in 
the scheme. The Remuneration Committee consults with
the external auditors to confirm the calculation of pre-tax
EPS growth.
Following the adoption by shareholders of the Deferred Bonus
Plan, it is now the policy of the Remuneration Committee
not to grant share options within the Executive Share Option
Schemes to Executive Directors in normal circumstances.
(d) Save-as-you-Earn Share Option Scheme
Since 1996 the Company has operated an all-employee
Save-As-You-Earn share option scheme. Executive Directors,
and employees of the Company with more than one year’s
service, may participate in the scheme. Options were granted
at the prevailing market rate, with no discount in the last
financial year.
Options are normally exercisable three years after the date
of grant. The Company intends to continue with this scheme.
(e) Warrant Scheme
On 22 February 1999, the shareholders of Luminar plc
approved the establishment of a discretionary Trust. 
The Trust held approximately 3.2 million Warrants. Each
Warrant carried the right to subscribe for one Ordinary share
at a subscription price of £6.67 per share. At 29 February 2004,
the Trust held 1,620,129 Warrants, which are to be allocated
to employees in the absolute discretion of the Trustee who
may call for guidance from the Remuneration Committee. 
The Warrant Scheme was subject to performance criterion
which were fully met by February 2002. An allocation of
50% of the Warrants was made by the Trustee in May 2002.
The Trustee has not made an further allocation.
The subscription period in the approved scheme provides
that the Warrants will lapse if not exercised in the period 
of 28 days following the publication of the Annual Report for
the year ending on or around 28 February 2009.
SHARE OPTIONS – INTERESTS OF DIRECTORS
Details of each Director’s interests in the share options of
the Company are set out on pages 33 to 34 of this Report.
No other Director has been granted options over the shares
of the Company, or other group entities. The attention of
shareholders is drawn to the table in the Directors’ Report,
indicating the interests in Ordinary Shares and the number
of Warrants held by Directors. 30 LUMINAR PLC Annual Report and Accounts 2004
Owing to a change in legislation, for all awards of Share
Options after 2000 the participant and the Company are
required to pay National Insurance contributions relating 
to the options. The Committee has recognised this in its
awards since that date.
None of the terms or conditions of an option grant were
varied during the year. All grants were undertaken on a
basis consistent with that described earlier in this Report,
and were granted at nil cost to the Directors. The right 
to exercise the option is conditional on the relevant
performance condition being achieved.
The mid-market price of the Company’s shares at 29 February
2004 was £4.76, and for the year then ended the range was
between £2.75 and £4.95.
The unrealised gain for each Director on options for the year
is as follows:
Options 2004
£000’s £000’s
Stephen Thomas 197 197
Andrew Burns 91 91
Alistair Burford 34 34
Brendan McLoughlin 31 31
John Aust – –
EXECUTIVE DIRECTORS’ SERVICE CONTRACTS
The details of the service contracts of those who served as
Executive Directors during the year are as follows:
TARGETED REMUNERATION
The targeted composition of each Director’s remuneration
was as follows for the year ended 29 February 2004:
Performance-related Non-Performance-
related
Executive
Stephen Thomas 50% 50%
Andrew Burns 50% 50%
Alistair Burford 38% 62%
Brendan McLoughlin 38% 62%
Non-Executive
Keith Hamill 0% 100%
Alan Goldman 0% 100%
Linda Wilding 0% 100%
John Williams 0% 100%
Michael Payne 0% 100%
S Martin Gatto 0% 100%
Richard Brooke 0% 100%
David Longbottom 0% 100%
REMUNERATION REPORT
CONTINUED
Contract Unexpired Notice 
term period Contract termination Period
Stephen C Thomas 12.4.1996 N/A 1 year 1 year’s salary plus pension, bonus, 
PHI and car payments.
Andrew R Burns 2.9.1997 N/A 1 year 1 year’s salary plus pension, PHI and car payments.
Alistair G Burford 1.1.2002 N/A 1 year 1 year’s salary plus pension, PHI and car payments.
Brendan McLoughlin 1.1.2002 N/A 364 days Payment equivalent to 364 days of final salary plus
bonus, pension, PHI and car payments.
John N Aust 1.1.2000 N/A 1 year Mr Aust retired as a Director on 1.7.2003. 
No termination payment was made. Annual Report and Accounts 2004 LUMINAR PLC 31
All of the Executive Directors are employed on rolling contracts
with a retirement age of 60.
During the period, as requested by some shareholders,
Stephen Thomas and the Company agreed an amendment
to his contract to reduce the notice period to 12 months. 
The contracts of Mr Burns and Mr Burford contain a provision
entitling the Company to make a payment in lieu of notice.
No such provision is made in the contracts of Mr Thomas
and Mr McLoughlin. Mr Thomas is entitled, in the event of
his contract being terminated on grounds of redundancy or
in the event of wrongful dismissal, to a payment representing
the difference between the option price and the fair value of
any share options he holds at that date. 
It is the policy of the Remuneration Committee to seek to
mitigate termination payments in appropriate circumstances.
EXECUTIVE DIRECTOR’S DETAILED EMOLUMENTS
Full details of the emoluments of the Directors, relating 
to the year ended 29 February 2004 are as follows:
Salary Benefits Total Total
& Fees in Kind Bonus 2004 2003
£000’s £000’s £000’s £000’s £000’s
Executive
Stephen Thomas 400 27 142 569 424
Andrew Burns 190 13 44 247 199
Alistair Burford 154 13 35 202 164
John Aust
a
4580 53 148
Brendan McLoughlin 144 23 108 275 162
a
John Aust retired as a Director of the Company on 1 July 2003.
Benefits in kind include the provision to every Executive
Director of a company car and private medical insurance.
NON-EXECUTIVE DIRECTORS’ SERVICE ARRANGEMENTS
All Non-Executive Directors are appointed for a three-year
term. A Non–Executive Director may be re-appointed for 
a further three-year term by agreement with the Company.
If appropriate, and following review, a further term of 
three years may be agreed. Either the Company or the Non-
Executive Director must give six months notice to terminate
the service arrangement.
The details of the service arrangements for the Non-
Executive Directors through the year were as follows:
Appointment date
Keith Hamill 16 January 2001
Alan Goldman
a
3 March 1998
Robert Wickham
b
5 September 2000
Linda Wilding 3 November 1998
John Williams
c
23 April 1996
Michael Payne
d
5 September 2000
Martin Gatto 1 January 2004
Robert Brooke 1 January 2004
David Longbottom
e
17 April 2004
a
Alan Goldman has announced that he will retire as a Director at the conclusion
of the 2004 Annual General Meeting.
b
Robert Wickham retired as a Director on 30 September 2003.
c
John Williams has announced that he will retire as a Director at the conclusion of
the 2004 Annual General Meeting.
d
Michael Payne retired as a Director on 29 February 2004.
e
David Longbottom was appointed on 17 April 2004.
NON-EXECUTIVE DIRECTOR’S DETAILED EMOLUMENTS
Details of the emoluments of the Non-Executive Directors,
relating to the year ended 29 February 2004, and entirely
composed of fees are as follows:
Salary Total Total
& Fees 2004 2003
£000’s £000’s £000’s
Non-Executive
Keith Hamill 75 75 75
Alan Goldman 30 30 30
Robert Wickham
a
18 18 30
Linda Wilding 30 30 30
John Williams 30 30 45
Michael Payne
b
30 30 30
Martin Gatto
c
6 6 0
Richard Brooke
c
6 6 0
a
Robert Wickham retired as a Director of the Company on 30 September 2003.
b
Michael Payne retired as a Director of the Company on 29 February 2004.
c
Martin Gatto and Richard Brooke were appointed as Directors on 1 January 2004.
The Non-Executive Directors (excluding Keith Hamill) receive
cash payments equivalent to £20,000 and receive the balance
of £10,000 in shares in the Company. The shareholdings of all
the Directors are listed in this Report. 32 LUMINAR PLC Annual Report and Accounts 2004
DIRECTORS PENSION ENTITLEMENTS
PENSION POLICY
It is the policy of the Remuneration Committee that all
Executive Directors will be invited to join the Luminar Group
pension plan, which has been approved by the Inland
Revenue. The Scheme is a contributory, defined contribution
scheme and also provides for dependent’s pensions and
lump sums on death in service of four times basic salary. 
The Company makes no pension provision in respect of the
Non-Executive Directors.
For each Executive Director, the payments made by the
Company in the year in respect of their pension provisions
are as follows:
2004 2003
£000’s £000’s
Stephen Thomas 185 370
Andrew Burns 29 28
Alistair Burford 23 22
John Aust
a
7 19
Brendan McLoughlin 22 21
a
John Aust retired as a Director of the Company on 1 July 2003.
The Company makes normal pension contributions of 25%
of basic salary to Stephen Thomas and 15% of basic salary
to the other Executive Directors. Over recent years additional
payments have been made for Stephen Thomas as part of
his Remuneration arrangements. These are partly held in 
the Pension Plan and partly held as a Deferred Unapproved
Retirement Benefit Scheme the funds for which are held 
in a segregated bank account. The amount in this account 
at the 29 February 2004 was £245,000.
TOTAL SHAREHOLDER RETURN GRAPH
Reproduced below is a line graph indicating the Total
Shareholder Return (calculated in accordance with the
Director’s Remuneration Report Regulations 2002) for 
a shareholding in Luminar plc, and a notional shareholding
in the FTSE 250 Index.
The Directors have chosen to compare its total shareholder
return performance with the total shareholder return of
companies in the FTSE 250 Index.This index has been selected
because of the difficulty of constructing a meaningful peer
group for the areas in which The Company trades.
REMUNERATION REPORT 
CONTINUED
0
20
40
60
80
100
120
140
Total shareholder return
99 00 01 02 03 04
● Luminar
● FTSE 250 Annual Report and Accounts 2004 LUMINAR PLC 33
INTEREST OF THE DIRECTORS IN THE SHARE OPTIONS OF THE COMPANY
STEPHEN THOMAS
At
Earliest Exercise At 2 March Granted Exercised Lapsed 29 February
Date of exercise Expiry price 2003 in year in year in year 2004
Grant date date £ No No No No No
1996 Executive Share Option Scheme (Unapproved)
18/11/98 18/11/01 17/11/08 6.640 121,500 – – – 121,500
22/02/99 22/02/02 21/02/09 8.050 50,000 – – – 50,000
11/07/00 11/07/03 10/07/10 7.140 500,000 – – – 500,000
04/07/01 04/07/04 03/07/11 8.800 26,136 – – – 26,136
22/05/03 22/05/06 21/05/13 4.060 – 197,044 – – 197,044
697,636 197,044 – 894,680
1999 Executive Share Option Scheme (Approved)
04/07/01 04/07/04 03/07/11 8.800 3,409 – – – 3,409
SAYE Share Option Scheme
13/07/01 01/09/04 28/02/05 7.280 1,330 – – – 1,330
702,375 197,044 – – 899,419
ANDREW BURNS
At
Earliest Exercise At 2 March Granted Exercised Lapsed 29 February
Date of exercise Expiry price 2003 in year in year in year 2004
Grant date date £ No No No No No
1996 Executive Share Option Scheme (Unapproved)
22/02/99 22/02/02 21/02/09 8.050 50,000 – – – 50,000
11/07/00 11/07/03 10/07/10 7.140 100,000 – – 100,000
04/07/01 04/07/04 03/07/11 8.800 12,500 – – 12,500
10/07/02 10/07/05 09/07/12 7.850 41,242 41,242
22/05/03 22/05/06 21/05/13 4.060 91,133 91,133
203,742 – 294,875
1999 Executive Share Option Scheme (Approved)
04/07/01 04/07/04 03/07/11 8.800 3,409 – – – 3,409
207,151 91,133 – 298,284 34 LUMINAR PLC Annual Report and Accounts 2004
INTEREST OF THE DIRECTORS IN THE SHARE OPTIONS OF THE COMPANY
ALISTAIR BURFORD
At
Earliest Exercise At 2 March Granted Exercised Lapsed 29 February
Date of exercise Expiry price 2003 in year in year in year 2004
Grant date date £ No No No No No
1996 Executive Share Option Scheme (Unapproved)
09/01/98 09/01/01 08/01/08 5.035 12,500 – – – 12,500
22/02/99 22/02/02 21/02/09 8.050 40,000 – – – 40,000
11/07/00 11/07/03 10/07/10 7.140 200,000 – – – 200,000
04/07/01 04/07/04 03/07/11 8.300 10,636 – – – 10,636
10/07/02 10/07/05 09/07/12 7.850 33,439 – – – 33,439
00/07/03 00/07/06 00/07/13 4.513 34,212 34,212
296,575 – – 330,787
1999 Executive Share Option Scheme (Approved)
04/07/01 04/07/04 03/07/11 8.800 3,409 – – – 3,409
SAYE Share Option Scheme
13/07/01 01/09/04 28/02/05 7.280 1,330 – – – 1,330
301,314 34,212 – 335,526
BRENDAN MCLOUGHLIN
At
Earliest Exercise At 2 March Granted Exercised Lapsed 29 February
Date of exercise Expiry price 2003 in year in year in year 2004
Grant date date £ No No No No No
Northern Leisure 1998 Executive Share Option Scheme (‘Rolled over’ options)
16/06/98 16/06/03 15/06/08 8.740 57,500 – – – 57,500
1996 Executive Share Option Scheme (Unapproved)
16/01/01 16/01/04 15/01/11 7.520 63,830 – – – 63,830
04/07/01 04/07/04 03/07/11 8.800 10,636 – – – 10,636
10/07/02 10/07/05 09/07/12 7.850 31,210 31,210
00/07/03 00/07/06 00/07/13 4.513 31,952
31,952 – –
163,176 – – 137,628
1999 Executive Share Option Scheme (Approved)
04/07/01 04/07/04 03/07/11 8.800 3,409 – – – 3,409
SAYE Share Option Scheme
13/07/01 01/09/04 28/02/05 7.280 1,330 – – – 1,330
167,915 31,952 – – 199,867
The above tables contain audited information.
REMUNERATION REPORT 
CONTINUED Annual Report and Accounts 2004 LUMINAR PLC 35
REPORT OF THE INDEPENDENT AUDITORS 
TO THE MEMBERS OF LUMINAR PLC
We have audited the Financial Statements that comprise 
the Consolidated Profit and Loss Account, the Balance Sheets,
the Consolidated Cash Flow Statement and the Related Notes.
We have also audited the disclosures required by Part 3 of
Schedule 7A to the Companies Act 1985 contained in the
Directors’ Remuneration Report (‘the auditable part’).
RESPECTIVE RESPONSIBILITIES 
OF DIRECTORS AND AUDITORS
The Directors’ responsibilities for preparing the Annual Report
and the Financial Statements in accordance with applicable
United Kingdom law and accounting standards are set out 
in the statement of Directors’ responsibilities. The Directors
are also responsible for preparing the Directors’
Remuneration Report.
Our responsibility is to audit the Financial Statements and
the auditable part of the Directors’ Remuneration Report in
accordance with relevant legal and regulatory requirements
and United Kingdom Auditing Standards issued by the Auditing
Practices Board. This report, including the opinion, has been
prepared for and only for the Company’s members as a body
in accordance with Section 235 of the Companies Act 1985
and for no other purpose. We do not, in giving this opinion,
accept or assume responsibility for any other purpose or 
to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed 
by our prior consent in writing.
We report to you our opinion as to whether the Financial
Statements give a true and fair view and whether the
Financial Statements and the auditable part of the Directors’
Remuneration Report have been properly prepared in
accordance with the Companies Act 1985. We also report 
to you if, in our opinion, the Directors’ Report is not consistent
with the Financial Statements, if the Company has not kept
proper accounting records, if we have not received all the
information and explanations we require for our audit, 
or if information specified by law regarding Directors’
remuneration and transactions is not disclosed.
We read the other information contained in the Annual Report
and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies
with the financial statements. The other information comprises
only the Chairman’s Statement, the Chief Executive’s
Statement, the Finance Director’s Review, the Directors’
Report, the unaudited part of the Directors’ Remuneration
Report and the Corporate Governance Statement.
We review whether the Corporate Governance Statement
reflects the Company’s compliance with the seven
provisions of the Combined Code issued in June 1998
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 to form an
opinion on the effectiveness of the Group’s corporate
governance procedures or its risk and control procedures. 
BASIS OF AUDIT OPINION
We conducted our audit in accordance with auditing standards
issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the
amounts and disclosures in the Financial Statements and
the auditable part of the Directors’ Remuneration Report. 
It also includes an assessment of the significant estimates
and judgements made by the Directors in the preparation 
of the Financial Statements, and of whether the accounting
policies are appropriate to the Company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary
in order to provide us with sufficient evidence to give
reasonable assurance that the Financial Statements and 
the auditable part of the Directors’ Remuneration Report 
are free from material misstatement, whether caused by
fraud or other irregularity or error. In forming our opinion 
we also evaluated the overall adequacy of the presentation
of information in the Financial Statements.
OPINION
In our opinion:
> the financial statements give a true and fair view of 
the state of affairs of the Company and the Group at 
29 February 2004 and the loss and cash flows of the
Group for the year then ended;
> the Financial Statements have been properly prepared 
in accordance with the Companies Act 1985; and
> those parts of the Directors’ Remuneration Report
required by Part 3 of Schedule 7A to the Companies Act
1985 have been properly prepared in accordance with 
the Companies Act 1985.
PRICEWATERHOUSECOOPERS LLP
REGISTERED AUDITORS AND CHARTERED ACCOUNTANTS
20 MAY 2004 36 LUMINAR PLC Annual Report and Accounts 2004
PRINCIPAL ACCOUNTING POLICIES
In accordance with FRS18, the Directors have reviewed the
accounting policies of the Group set out below and consider
them to be appropriate.
BASIS OF PREPARATION
The financial statements have been prepared in accordance
with applicable accounting standards, the Companies Act
1985 and under the historical cost convention except that
certain freehold and leasehold properties are shown at their
revalued amounts. The accounting policies are set out below
and have remained unchanged from the previous year.
BASIS OF CONSOLIDATION
The principles of merger accounting have been applied 
on the original formation of Luminar plc. All subsequent
acquisitions have been accounted for using the principles 
of acquisition accounting.
The Group financial statements consolidate those of the
Company and of its subsidiary undertakings (see note 10)
drawn up to 29 February 2004. The results of subsidiary
undertakings acquired during the year have been included
from the date of acquisition. Profits or losses on intra-group
transactions are eliminated in full.
On acquisition of a subsidiary, all of the subsidiary’s assets
and liabilities, which exist at the date of acquisition, are
recorded at their fair values reflecting their condition at that
date. Goodwill arising on consolidation, representing the
excess of the fair value of the consideration given over the
fair values of the identifiable net assets acquired, is capitalised
and is amortised on a straight-line basis over its useful
economic life.
The Company was entitled to merger relief offered by
section 131 of the Companies Act 1985 in respect of the
consideration received in excess of the nominal value of 
the equity shares issued in connection with the acquisition
of Northern Leisure PLC.
FINANCIAL INSTRUMENTS
The Group uses derivative financial instruments, primarily 
to manage exposures to fluctuations in interest rates. 
Discounts and premiums are charged or credited to the profit
and loss account over the life of the asset or liability to which
they relate.
Discounts or premiums on financial instruments designated
as interest rate hedges are reflected as adjustments to
interest payable.
Income and expenditure arising on financial instruments 
is recognised on the accruals basis, and credited or charged
to the profit and loss account in the financial period to which
it relates.
Interest differentials, under which the amounts and periods
for which interest rates on borrowing are varied, are reflected
as adjustments to interest payable.
INTANGIBLE FIXED ASSETS AND GOODWILL
Trademarks purchased separately from a business are
included at cost and amortised over their useful economic
lives as shown in note 8.
Purchased goodwill is capitalised and is amortised on a
straight-line basis over its estimated useful economic life,
which does not exceed 20 years.
TURNOVER
Turnover is the total amount receivable by the Group for
goods supplied and services provided, excluding VAT and 
is recognised on delivery of the goods/services.
TANGIBLE FIXED ASSETS AND DEPRECIATION
Tangible fixed assets are stated at cost, net of depreciation
and any provision for impairment. Finance costs on fixed asset
additions are capitalised during the period of construction
and written off as part of the total cost. No depreciation is
charged during the period of construction.
Depreciation is calculated to write down the cost less estimated
residual value of all tangible fixed assets by equal annual
instalments over their estimated useful economic lives.
The periods generally applicable are:
> Freehold and long leasehold land and buildings and
related structural fixtures and fittings – 50 years
> Short leasehold land and buildings and related structural
fixtures and fittings – over the period of the lease
> Other fixtures and fittings, furniture and equipment –
between two years and 10 years.
> Motor vehicles – three years.
Any impairment made on tangible fixed assets is determined
as the difference between the net present value of income
generating units, i.e. discrete trading units, and their carrying
value. The net present value is calculated by discounting an
estimate of future cash flows by the Company’s weighted
average cost of capital. If net realisable value is higher than
net present value the net realisable value is compared to the
carrying value. Annual Report and Accounts 2004 LUMINAR PLC 37
INVESTMENTS
Investments are stated at cost less amounts written off.
STOCKS
Stocks are stated at the lower of cost and net realisable value.
TAXATION
UK corporation tax is provided at amounts expected to be paid
(or recovered) using the tax rates and laws that have been
enacted or substantially enacted by the balance sheet date.
Deferred taxation is recognised in respect of all timing
differences that have originated but not reversed at the
balance sheet date, where transactions or events that result
in an obligation to pay more tax in the future, or a right to pay
less tax in the future, have occurred at the balance sheet date.
Timing differences are differences between the Company’s
taxable profits and its results as stated in the financial
statements that arise from the inclusion of gains and losses
in tax assessments in periods different from those in which
they are recognised in the financial statements.
A net deferred tax asset is regarded as recoverable and
therefore recognised only when, on the basis of all available
evidence, it can be regarded as more likely than not that there
will be suitable taxable profits from which the future reversal
of the underlying timing differences can be deducted.
Deferred tax is measured at the average tax rates and laws
that are expected to apply in the periods in which the timing
differences are expected to reverse, based on tax rates and
laws that have been enacted or substantively enacted by
the balance sheet date. Deferred tax assets and liabilities
recognised have not been discounted.
LEASED ASSETS
All leases are regarded as operating leases and the payments
made under them are charged to the profit and loss account
on a straight-line basis over the lease term.
CONTRIBUTIONS TO PENSION FUNDS
DEFINED CONTRIBUTION SCHEMES
The pension costs charged against profits represent the
amount of the contributions payable to the schemes in
respect of the accounting period. CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE 52 WEEKS ENDED 29 FEBRUARY 2004
38 LUMINAR PLC Annual Report and Accounts 2004
52 weeks ended 52 weeks ended
29 February 2004 29 February 2004
Pre-Exceptionals Exceptionals 52 weeks ended 52 weeks ended
& Goodwill & Goodwill 29 February 2004 2 March 2003
Notes Amortisation Amortisation Total Total
£m £m £m £m
TURNOVER 1 399.7 – 399.7 392.4
Cost of sales (76.6) – (76.6) (74.6)
GROSS PROFIT 323.1 – 323.1 317.8
ADMINISTRATIVE EXPENSES
– pre goodwill amortisation (247.9) (60.0) (307.9) (236.5)
– goodwill amortisation – (12.9) (12.9) (12.9)
– total (247.9) (72.9) (320.8) (249.4)
OPERATING PROFIT
– pre goodwill amortisation 75.2 (60.0) 15.2 81.3
– goodwill amortisation – (12.9) (12.9) (12.9)
– total 75.2 (72.9) 2.3 68.4
Net interest 2 (13.6) – (13.6) (14.7)
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
– pre goodwill amortisation 61.6 (60.0) 1.6 66.6
– goodwill amortisation – (12.9) (12.9) (12.9)
– total1 61.6 (72.9) (11.3) 53.7
Tax on (loss) / profit on ordinary activities 4 (17.4) 3.2 (14.2) (22.7)
PROFIT/(LOSS) FOR THE FINANCIAL PERIOD 5 44.2 (69.7) (25.5) 31.0
Dividends 6 (9.2) – (9.2) (8.3)
PROFIT/(LOSS) TRANSFERRED TO RESERVES 19 35.0 (69.7) (34.7) 22.7
EARNINGS PER SHARE
Basic 7 (34.9)p 42.4p
Diluted 7 (34.9)p 42.4p
EARNINGS PER SHARE BEFORE EXCEPTIONALS 
& GOODWILL AMORTISATION
Basic 7 60.4p 60.0p
Diluted 7 60.4p 60.0p
DIVIDEND PER SHARE 12.54p 11.40p
There were no recognised gains or losses other than the (loss)/profit for the financial period.
The above results relate to continuing operations.
The accompanying accounting policies and notes form an integral part of these financial statements. Annual Report and Accounts 2004 Luminar plc 39
CONSOLIDATED BALANCE SHEET
AT 29 FEBRUARY 2004
29 February 2004 29 February 2004 2 March 2003 2 March 2003
Note £m £m £m £m
FIXED ASSETS
Intangible assets 9 212.8 225.7
Tangible assets 10 517.6 567.9
730.4 793.6
CURRENT ASSETS
Stocks 12 3.9 4.6
Debtors 13 8.0 10.3
Cash at bank and in hand 55.2 22.6
67.1 37.5
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 14 (105.8) (81.7)
NET CURRENT LIABILITIES (38.7) (44.2)
TOTAL ASSETS LESS CURRENT LIABILITIES 691.7 749.4
CREDITORS: AMOUNTS FALLING DUE 
AFTER MORE THAN ONE YEAR 15 (205.5) (229.0)
PROVISIONS FOR LIABILITIES AND CHARGES 17 (19.9) (19.4)
466.3 501.0
CAPITAL AND RESERVES
Called up share capital 18 18.3 18.3
Share premium account 19 60.9 60.9
Capital reserve 19 2.3 2.3
Merger reserve 19 342.4 342.4
Profit and loss account 19 42.4 77.1
EQUITY SHAREHOLDERS’ FUNDS 20 466.3 501.0
The financial statements were approved by the Board of Directors on 20 May 2004.
ANDREW BURNS
FINANCE DIRECTOR
The accompanying accounting policies and notes form an integral part of these financial statements. COMPANY BALANCE SHEET
AT 29 FEBRUARY 2004
40 LUMINAR PLC Annual Report and Accounts 2004
29 February 2004 29 February 2004 2 March 2003 2 March 2003
Note £m £m £m £m
FIXED ASSETS
Investments 11 67.7 62.6
CURRENT ASSETS
Debtors 13 357.4 300.7
Cash at bank and in hand 0.1 –
357.5 300.7
Creditors: amounts falling due within one year 14 (86.8) (40.0)
NET CURRENT ASSETS 270.7 260.7
TOTAL ASSETS LESS CURRENT LIABILITIES 338.4 323.3
CREDITORS: AMOUNTS FALLING DUE AFTER MORE 
THAN ONE YEAR 15 (205.5) (229.0)
132.9 94.3
CAPITAL AND RESERVES
Called up share capital 18 18.3 18.3
Share premium account 19 60.9 60.9
Profit and loss account 19 53.7 15.1
EQUITY SHAREHOLDERS’ FUNDS 132.9 94.3
The financial statements were approved by the Board of Directors on 20 May 2004.
ANDREW BURNS 
FINANCE DIRECTOR
The accompanying accounting policies and notes form an integral part of these financial statements. CONSOLIDATED CASH FLOW STATEMENT
FOR THE 52 WEEKS ENDED 29 FEBRUARY 2004
Annual Report and Accounts 2004 LUMINAR PLC 41
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
Note £m £m
Net cash flow from operating activities 21 113.8 113.3
Returns on investment and servicing of finance 22 (13.6) (14.7)
Taxation (11.8) (15.2)
Capital expenditure and financial investment 22 (42.9) (73.4)
Acquisitions and disposals – (0.9)
Equity dividends paid (8.6) (7.6)
NET CASH INFLOW BEFORE FINANCING 36.9 1.5
Financing 22 (4.3) 7.3
INCREASE IN CASH IN THE PERIOD 24 32.6 8.8
The accompanying accounting policies and notes form an integral part of these financial statements. NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 29 FEBRUARY 2004
42 LUMINAR PLC Annual Report and Accounts 2004
1 TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
The turnover and operating profit by class of business are given on pages 10 and 12.
The profit on ordinary activities before taxation is stated after:
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£m £m
Auditors’ remuneration
– audit services 0.2 0.1
– non audit services 0.4 –
Depreciation, amortisation & impairment 106.2 47.6
Operating lease rentals of land and buildings 23.3 19.1
Rents receivable and other income (1.2) (1.7)
2 NET INTEREST
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£m £m
On bank overdraft and loans (14.4) (15.3)
Loan note interest (0.1) (0.1)
(14.5) (15.4)
Capitalised interest 0.2 0.4
(14.3) (15.0)
Other interest receivable and similar income 0.7 0.3
(13.6) (14.7) Annual Report and Accounts 2004 LUMINAR PLC 43
3 DIRECTORS AND EMPLOYEES
Staff costs during the year were as follows:
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£m £m
Wages and salaries 69.7 66.9
Social security costs 5.1 5.2
Other pensions costs 1.1 1.3
75.9 73.4
The Group operates defined contribution pension schemes. The assets of these schemes are held separately from those of the
Group. The pension cost is shown above.
The average number of employees of the Group during the period was: 
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£m £m
Administration centre 334 369
Operations 8,071 7,973
8,405 8,342
Remuneration in respect of Executive Directors of Luminar plc was as follows:
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£000 £000
Emoluments 1,296 1,097
Gains made from the sale of share warrants – 3,405
Pension contributions to money purchase pension schemes 266 460
Management remuneration 1,562 4,962
Directors’ fees 227 240
1,789 5,202
During the year, five Directors (2003: five Directors) participated in a defined contribution pension scheme.
During the year, none of the Directors (2003:four Directors) sold share warrants in the company.
The amounts set out above include remuneration of the highest paid Director as follows:
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£000 £000
Emoluments 569 424
Gains made on sale of share warrants – 2,472
Pension contributions to money purchase pension schemes 185 370
More detailed audited information concerning the emoluments and share warrants is shown in the Report of the
Remuneration Committee on pages 28 to 34. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
44 LUMINAR PLC Annual Report and Accounts 2004
4 TAX ON PROFIT ON ORDINARY ACTIVITIES
(a) Analysis of charge in year
The taxation charge is based on the profit for the year and represents:
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£m £m
CURRENT TAX
UK corporation tax on profits of the year 17.9 19.3
Adjustments in respect of previous years (4.2) –
Total current tax 13.7 19.3
DEFERRED TAX
Origination and reversal of timing differences:
current year 0.5 3.4
Total deferred tax 0.5 3.4
Tax on profit on ordinary activities 14.2 22.7
(b) Factors affecting tax charge for year
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The differences are explained 
as follows:
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£m £m
(Loss)/profit on ordinary activities before tax (11.3) 53.7
(Loss)/profit on ordinary activities multiplied by standard 
rate of corporation tax in the UK of 30% (2003: 30%) (3.4) 16.1
EFFECTS OF:
Expenses not deductible for tax purposes (0.7) 0.1
Non – deductible exceptional items 18.0 –
Goodwill amortisation 3.9 3.9
Capital allowances for year in excess of depreciation 0.1 (0.1)
Rollover relief on profit on disposal of property – (0.7)
Adjustments to tax charge in respect of previous year (4.2) –
Current tax charge for year 13.7 19.3
5 PROFIT FOR THE FINANCIAL YEAR
The holding Company has taken advantage of Section 230 of the Companies Act 1985 and has not included its own profit
and loss account in these financial statements. The Company profit after tax for the year was £47.8m (2003: £8.7m). Annual Report and Accounts 2004 LUMINAR PLC 45
6 DIVIDENDS
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£m £m
Equity dividends
Ordinary shares – interim dividend of 3.67p per share 2.7 2.4
Paid 9 January 2004 (2003: 3.34p per share)
Ordinary shares – proposed final dividend of 8.87p 6.5 5.9
per share (2003: 8.06p per share)
9.2 8.3
7 EARNINGS PER SHARE
The calculation of the basic earnings per share is based on the earnings attributed to ordinary shareholders divided by the
weighted average number of shares in issue during the year.
The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of
shares and the post tax effect of interest, on the assumed conversion of all dilutive options and other dilutive potential
ordinary shares. 
Reconciliation of the earnings and weighted average number of shares used in the calculations are set out below.
2004 2003
Earning Weighted average Per Earnings Weighted average Per
£m number of shares share amount £m number of shares share amount
(Loss)/profit attributable 
to shareholders (25.5) 31.0
Basic earnings per share 73,175,280 (34.9)p 73,152,125 42.4p
Dilutive effect of warrants 
and options 21,001 12,861
Diluted earnings per share 73,196,281 (34.9)p 73,164,986 42.4p
The Group has provided an alternative calculation of earnings per share before goodwill amortisation and exceptional items
to provide a measure of performance more reflective of the trading of the Group.
2004 2003
Earning Weighted average Per Earnings Weighted average Per
£m number of shares share amount £m number of shares share amount
Profit attributable to 
shareholders before adjustments 
for goodwill amortisation and 
exceptional items 44.2 43.9
Basic earnings per share 73,175,280 60.4p 73,152,125 60.0p
Dilutive effect of warrants 
and options 21,001 12,861
Diluted earnings per share 73,196,281 60.4p 73,164,986 60.0p NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
46 LUMINAR PLC Annual Report and Accounts 2004
8 EXCEPTIONAL CHARGE
The Company incurred an exceptional charge during the period as follows:
£m
Provision for loss on future disposal of units 45.9
Impairment on fixed assets 12.0
Impairment on other assets 2.1
60.0
The exceptional charge reflects the reduction in the market value for leisure assets. This write-down does not indicate a
shortening in the estimated normal useful life of the assets employed in the business.
The cause of each element of the exceptional charge analysed above can be linked to the material deterioration in market
conditions experienced over the last 18 months.
9 INTANGIBLE FIXED ASSETS
Group
Goodwill Trademarks Total
£m £m £m
COST
At 2 March 2003 and 29 February 2004 258.9 0.1 259.0
AMORTISATION
At 2 March 2003 33.3 – 33.3
Charge 12.9 – 12.9
AT 29 FEBRUARY 2004 46.2 – 46.2
NET BOOK AMOUNT AT 29 FEBRUARY 2004 212.7 0.1 212.8
Net book amount at 2 March 2003 225.6 0.1 225.7
The carrying value at 29 February 2004 of goodwill is made up as follows:
Total
£m
Dancing units purchased from Allied Leisure plc on 6 December 1999 10.8
Acquisition of Northern Leisure PLC on 11 July 2000 198.4
Other units acquired 3.5
212.7
Goodwill is being amortised over 20 years being the Directors’ estimate of its useful economic life based on the assessment
of the industry in which the Group operates. Annual Report and Accounts 2004 LUMINAR PLC 47
10 TANGIBLE FIXED ASSETS
Group
Long Short Fixtures,
Freehold leasehold leasehold fittings,
land and land and land and furniture and Motor
buildings buildings buildings equipment vehicles Total
£m £m £m £m £m £m
COST
At 2 March 2003 164.5 18.7 148.8 324.1 3.1 659.2
Additions 2.2 – 0.4 49.1 0.8 52.5
Disposals (9.9) – (0.2) (7.3) (1.4) (18.8)
AT 29 FEBRUARY 2004 156.8 18.7 149.0 365.9 2.5 692.9
DEPRECIATION
At 2 March 2003 2.5 1.4 17.0 69.1 1.3 91.3
Charge 27.1 2.8 12.9 49.4 1.1 93.3
Disposals (3.2) – (0.2) (4.8) (1.1) (9.3)
AT 29 FEBRUARY 2004 26.4 4.2 29.7 113.7 1.3 175.3
NET BOOK AMOUNT AT 
29 FEBRUARY 2004 130.4 14.5 119.3 252.2 1.2 517.6
NET BOOK AMOUNT AT 
2 MARCH 2003 162.0 17.3 131.8 255.0 1.8 567.9
On 12 November 2003, an impairment review was carried out upon which a write down of £57.9m was made against tangible
fixed assets. This write down is included within the tangible fixed assets note above of which, £25.5m was made against
freehold land and buildings, £2.2m was made against long leasehold land and buildings, £6.2m was made against short
leasehold land and buildings with the remaining £24.0m being made against fixtures and fittings, furniture and equipment.
11 FIXED ASSET INVESTMENTS
Company
Shares in Loan to
subsidiary subsidiary
undertakings undertaking Total
£m £m £m
At 2 March 2003 38.1 24.5 62.6
Additions in the year 5.1 – 5.1
AT 29 FEBRUARY 2004 43.2 24.5 67.7
The additions relate to the acquisition of share capital in new subsidiaries that were set up during the year. These subsidiaries
are listed in the table below. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
48 LUMINAR PLC Annual Report and Accounts 2004
11 FIXED ASSET INVESTMENTS CONTINUED
SUBSIDIARY UNDERTAKINGS
The Company’s principal subsidiary undertakings (which have been consolidated into these financial statements) are listed
below together with details of their businesses. The share capital consists of ordinary shares, all of which are wholly owned.
Class of Issued Proportion Nature of 
share capitalshare capital hel d business
Luminar Leisure Limited Ordinary £28.3m 100% Licensed
premises
Luminar (Dancing Scotland) Limited Ordinary £1m 100% Licensed
premises
Luminar (Dancing North) Limited Ordinary £1m 100% Licensed
premises
Luminar (Dancing South) Limited Ordinary £1m 100% Licensed
premises
Luminar (Camden Palace) Limited Ordinary £0.1m 100% Licensed
Premises
Luminar (South East) Limited Ordinary £1m 100% Licensed
premises
Luminar (Entertainment) Limited Ordinary £1m 100% Licensed
premises
Evered Employee Benefit Trustees Limited Ordinary £10 100% Trustee
(registered in Jersey) company
Unless otherwise stated, all subsidiaries are registered in England and Wales.
12 STOCKS
Group Group Company Company
29 February 2004 2 March 2003 29 February 2004 2 March 2003
£m £m £m £m
Goods held for resale 3.9 4.6 – –
13 DEBTORS
Group Group Company Company
29 February 2004 2 March 2003 29 February 2004 2 March 2003
£m £m £m £m
Amounts owed by group undertakings – – 356.3 299.2
Other debtors 2.7 5.1 0.9 1.2
Prepayments and accrued income 5.3 5.2 0.2 0.3
8.0 10.3 357.4 300.7 Annual Report and Accounts 2004 LUMINAR PLC 49
14 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Group Company Company
29 February 2004 2 March 2003 29 February 2004 2 March 2003
£m £m £m £m
Bank loans and overdrafts (see note 16) 38.4 19.2 38.4 19.2
Trade creditors 7.6 8.2 – –
Amounts owed to group undertakings – – 36.8 10.8
Corporation tax 12.2 10.3 2.0 0.6
Social security and other taxes 7.4 6.5 0.2 0.1
Proposed dividends 6.5 5.9 6.5 5.9
Accruals and deferred income 33.7 31.6 2.9 3.4
105.8 81.7 86.8 40.0
15 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group Group Company Company
29 February 2004 2 March 2003 29 February 2004 2 March 2003
£m £m £m £m
Bank loans (see note 16) 204.6 228.0 204.6 228.0
Loan notes (see note 16) 0.9 1.0 0.9 1.0
205.5 229.0 205.5 229.0
16 FINANCIAL INSTRUMENTS
The Group uses financial instruments in order to reduce its exposure to financial risk. The use of such financial instruments
constitutes an integral part of the group’s funding strategy. The Group manages its financial instrument credit risk by only
undertaking transactions with relationship banks, holding good credit ratings. Such transactions are governed by board
policies and procedures. 
As all the Group’s operations are transacted in the reporting currency, there is no currency exposure.
Short-term debtors and creditors have been excluded from all the following disclosures.
Interest rate risk
The principal area of financial risk is interest rate risk. 
The Group finances its operations through a mixture of retained profits and bank borrowings.
Interest rate risk on borrowings is minimised by using interest rate swaps and forward rate agreements.
It is considered appropriate to have between 40% and 50% of debt facility at fixed rates, depending on the maturity profile
of the Group’s outstanding facilities. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
50 LUMINAR PLC Annual Report and Accounts 2004
16 FINANCIAL INSTRUMENTS CONTINUED
a) Interest rate exposure of financial liabilities
After taking into account the various interest rate swaps entered into by the group, the interest rate profile of the Group’s
financial liabilities at 29 February 2004 was:
Fixed rate weighted average
Fixed rate Floating rate Total Interest rate Time period
£m £m £m % Years
2004 135.9 108.0 243.9 5.4 1.7
2003 136.0 112.2 248.2 5.4 2.7
The floating rate borrowings bear interest at rates based on LIBOR for periods of between one month and six months.
b) Maturity analysis of financial liabilities 
The maturity profile of the group’s financial liabilities as at the year-end was as follows:
Bank and other borrowings
Group Group Company Company
2004 2003 2004 2003
£m £m £m £m
Within one year or on demand 38.4 19.2 38.4 19.2
Between one and two years 52.1 38.4 52.1 38.4
Between two and five years 153.4 190.6 153.4 190.6
As at year end 243.9 248.2 243.9 248.2
c) Borrowing facilities
The Group’s undrawn floating facilities as at the year-end were as follows:
2004 2003
£m £m
Expiring after two years 40.5 55.5
40.5 55.5
Of these facilities, £35.5m is committed and secured by means of a floating charge over the Group’s current and future assets.
d) Fair values of financial assets and liabilities 
At 29 February 2004 At 2 March 2003
Book value Fair value Book value Fair value
£m £m £m £m
PRIMARY FINANCIAL INSTRUMENTS HELD OR ISSUED 
TO FINANCE THE GROUP OPERATIONS
Short-term financial liabilities and current portion 
of long-term borrowings (38.4) (38.4) (19.2) (19.2)
Long-term borrowings (205.5) (205.5) (229.0) (229.0)
Cash at bank and in hand 55.2 55.2 22.6 22.6
DERIVATIVE FINANCIAL INSTRUMENTS HELD TO MANAGE 
THE INTEREST RATE AND CURRENCY PROFILE 
Interest rate swaps – (2.7) – (7.5)
The fair value of interest rate swaps have been determined with reference to market rates at the balance sheet date.
The fair values of all primary financial assets and liabilities are deemed to approximate to their book values. 
e) Hedges on future transactions
The Group’s policy is to hedge interest rate risk by using interest rate swaps and forward rate agreements. 
The unrecognised losses on interest rate swaps as at the balance sheet date are disclosed in Note (d).
f) Financial instruments held for trading purposes
The Group does not trade in financial instruments. Annual Report and Accounts 2004 LUMINAR PLC 51
17 PROVISIONS FOR LIABILITIES AND CHARGES
Deferred Tax
Group
£m
Provision at 2 March 2003 19.4
Deferred tax charge in profit and loss account for period 0.5
PROVISION AT 29 FEBRUARY 2004 19.9
Deferred taxation provided for in the accounts at the year-end represents provision at 30% on accelerated capital allowances.
18 SHARE CAPITAL
29 February 2004 2 March 2003
Number £m £m
AUTHORISED
Ordinary shares of 25p (2003: 106,000,000) 106,000,000 26.5 26.5
ALLOTTED CALLED UP AND FULLY PAID
Ordinary shares of 25p each (2003:73,175,280) 73,175,280 18.3 18.3
Allotments made during the period
During the year ended 29 February 2004, no allotments of shares were made.
1996 Executive Share Option Scheme
Number of Ordinary Exercise price Exercise
Date of Grant Shares under option £ period
13/05/96 907 1.915 13/05/99 to 12/05/06
09/01/98 12,500 5.035 09/01/01 to 08/01/08
18/11/98 121,500 6.64 18/11/01 to 17/11/08
22/02/99 180,000 8.05 22/02/02 to 21/02/09
04/08/99 33,500 9.366 04/08/02 to 03/08/09
14/02/00 40,000 8.35 14/02/03 to 13/02/10
11/07/00 1,270,000 7.14 11/07/03 to 10/07/10
21/08/00 27,875 6.85 21/08/03 to 20/08/10
16/01/01 127,660 7.52 16/01/04 to 15/01/11
23/02/01 35,435 8.13 23/02/04 to 22/02/11
04/07/01 104,332 8.80 04/07/04 to 03/07/11
09/07/01 46,634 8.94 09/07/04 to 08/07/11
10/07/02 133,758 7.85 10/07/05 to 09/07/12
09/12/02 428,685 4.19 09/12/05 to 08/12/12
22/05/03 288,177 4.06 22/05/06 to 21/05/13
18/06/03 21,455 4.60 18/06/06 to 17/06/13
25/07/03 81,675 4.513 25/07/06 to 24/07/13
Save As You Earn Option Scheme
Number of Ordinary Exercise price Exercise
Date of Grant Shares under option £ period
13/07/01 38,713 7.28 01/09/04 to 28/02/05
12/07/02 27,385 6.62 01/09/05 to 28/02/06
23/07/03 67,147 4.69 01/09/06 to 28/02/07 NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
52 LUMINAR PLC Annual Report and Accounts 2004
18 SHARE CAPITAL CONTINUED
1999 Company Share Option Plan
Number of Ordinary Exercise price Exercise
Date of Grant Shares under option £ period
27/07/99 27,291 9.375 27/07/02 to 26/07/09
04/08/99 12,250 9.366 04/08/02 to 03/08/09
21/08/00 55,181 6.85 21/08/03 to 20/08/10
04/07/01 34,090 8.80 04/07/04 to 03/07/11
09/07/01 34,282 8.94 09/07/04 to 08/07/11
25/07/03 91,804 4.513 25/07/06 to 24/07/13
Northern Leisure 1998 Executive Share Options Scheme (‘Rolled over’ options)
Number of Ordinary Exercise price Exercise
Date of Grant Shares under option £ period
16/06/98 319,750 8.74 16/06/03 to 15/06/08
01/12/99 10,435 6.80 01/12/02 to 30/11/04
Warrants
Number of Ordinary Exercise price Exercise
Date of Grant Shares under option £ period
24/02/99 4,081,012 6.675 2003 to 2009
Warrants are only exercisable in a 28-day period starting with the publication of the audited accounts for the relevant year.
Mr Jools Holland
Number of Ordinary Exercise price Exercise
Date of Grant Shares under option £ period
03/07/01 50,000 8.77 03/07/06 to 02/01/07
The options granted to Mr Holland only become exercisable on the fifth anniversary of the grant date, and only if Mr Holland
is still involved with the Company and its Jam House brand at that time.
19 RESERVES
Group
Share Profit and
premium account Capital reserve Merger reserve loss account
£m £m £m £m
At 2 March 2003 60.9 2.3 342.4 77.1
Retained profit for 52 weeks ended 29 February 2004 – – – (34.7)
Premium on allotments during the year ––––
AT 29 FEBRUARY 2004 60.9 2.3 342.4 42.4
The capital reserve arose in the formation of Luminar plc when the principles of merger accounting were followed. 
The merger reserve arose on the acquisition of Northern Leisure plc where the principles of acquisition accounting 
were followed. These reserves are not distributable.
Company
Share Profit and
premium account loss account
£m £m
At 2 March 2003 60.9 15.1
Retained profit for 52 weeks ended 29 February 2004 – 38.6
Premium on allotments during the year ––
AT 29 FEBRUARY 2004 60.9 53.7 Annual Report and Accounts 2004 LUMINAR PLC 53
20 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
Group
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£m £m
(Loss)/profit for the financial year (25.5) 31.0
Dividends (9.2) (8.3)
(34.7) 22.7
Issue of shares – 0.6
Net increase in shareholders’ funds (34.7) 23.3
Opening shareholders’ funds 501.0 477.7
Closing shareholders’ funds 466.3 501.0
21 RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOW
52 weeks ended 52 weeks ended 52 weeks ended 52 weeks ended
29 February 2004 29 February 2004 2 March 2003 2 March 2003
£m £m £m £m
Operating profit 2.3 68.4
Depreciation and amortisation of goodwill 106.2 45.6
Provision for impairment of assets to be disposed – 2.0
Loss/(profit) on sale of fixed assets 0.3 (4.6)
Provision against carrying value of investments – 1.7
0.3 (0.9)
Change in stocks 0.7 (0.1)
Change in debtors 2.3 1.1
Change in creditors 2.0 (0.8)
Net cash inflow from operating activities 113.8 113.3
22 GROSS CASH FLOW
52 weeks ended 52 weeks ended 52 weeks ended 52 weeks ended
29 February 2004 29 February 2004 2 March 2003 2 March 2003
£m £m £m £m
RETURNS ON INVESTMENT AND SERVICING OF FINANCE
Interest received 0.7 0.3
Interest paid (14.3) (15.0)
NET CASH OUTFLOW FROM RETURNS ON 
INVESTMENTS AND SERVICING OF FINANCE (13.6) (14.7)
CAPITAL EXPENDITURE
Purchase of tangible fixed assets (52.1) (81.3)
Purchase of intangible fixed assets – (0.2)
Purchase of fixed asset investments – (0.5)
Sale of fixed assets 9.2 8.6
NET CASH OUTFLOW FOR CAPITAL EXPENDITURE (42.9) (73.4)
FINANCING
Issue of shares (net of expenses) – 0.6
Repayment of secured loan (19.3) (1.9)
Issue of new secured loan 15.0 8.6
NET CASH INFLOW FROM FINANCING (4.3) 7.3 NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
54 LUMINAR PLC Annual Report and Accounts 2004
23 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
52 weeks ended 52 weeks ended
29 February 2004 2 March 2003
£m £m
Increase in cash in the year 32.6 8.8
Cash inflow from financing 4.3 (6.7)
Movement in net debt in the year 36.9 2.1
OPENING NET DEBT (225.6) (227.7)
CLOSING NET DEBT (188.7) (225.6)
24 ANALYSIS OF CHANGES IN NET DEBT
2 March 2003 Cash flow 29 February 2004
£m £m £m
Cash at bank and in hand 22.6 32.6 55.2
22.6 32.6 55.2
Short term loans (19.2) (19.2) (38.4)
Long term loans (229.0) 23.5 (205.5)
(225.6) 36.9 (188.7)
25 FINANCIAL COMMITMENTS
At 29 February 2004, the Group had annual commitments under non-cancellable operating leases as follows:
Land and buildings Land and buildings
29 February 2004 2 March 2003
£m £m
Expiring in less than one year – 0.3
Expiring between one and five years 0.8 0.7
Expiring in over five years 21.1 20.4
21.9 21.4
26 PENSIONS
Defined Contributions Schemes
The Group operates defined contribution schemes for the benefit of Directors and employees. The schemes are administered
by trustees and the assets are held in a fund independent from those of the Group.
27 CONTINGENT LIABILITIES
The Group had no contingent liabilities at 29 February 2004 (2003: None).
28 RELATED PARTY TRANSACTIONS
During the 52 week period to 29 February 2004, the Group did not enter into any related party transactions (2003: None). Annual Report and Accounts 2004 LUMINAR PLC 55
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the sixth Annual General Meeting
of Luminar plc will be held at the offices of CMS Cameron
McKenna, 160 Aldersgate Street, London, EC1A 4DD on
Tuesday 6 July 2004 at 2.30pm for the transaction of the
following business:
ORDINARY BUSINESS
1. To receive the Company’s audited accounts for the
period ended 29 February 2004 together with the last
Directors’ report, the last Directors’ remuneration report
and the auditors report on those accounts and the
auditable part of the Directors’ report on remuneration.
2. To approve the Director’s Report on Remuneration.
3. To declare a final dividend of 8.87p per ordinary share.
4. To re-elect Mr D Longbottom as a director.
5. To re-elect Mr R Brooke as a director.
6. To re-elect Mr M Gatto as a director.
7. To re-elect Ms L Wilding as a director.
8. To appoint PricewaterhouseCoopers LLP as auditors of
the Company, to hold office until the conclusion of the
next general meeting at which accounts are laid before
the company and that their remuneration be fixed by
the Directors.
SPECIAL BUSINESS
9. To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
THAT the Directors be and are hereby generally and
unconditionally authorised to exercise all the powers 
of the Company to allot relevant securities (within the
meaning of section 80 of the Companies Act 1985) up to
an aggregate nominal amount of £6,097,940 and that
this authority shall expire on the earlier of the
conclusion of the next Annual General Meeting of the
Company to be held after the passing of this resolution
and the date falling 15 months after the passing of this
resolution (unless previously renewed, varied or
revoked by the Company), save that the Company may
before such expiry make an offer or agreement which
would or might require relevant securities to be allotted
after such expiry and the Directors may allot relevant
securities in pursuance of such offer or agreement as if
the authority conferred hereby had not expired.
10. To consider and, if thought fit, to pass the following
resolution as a special resolution:
THAT, subject to the passing of resolution 9 above, 
the Directors be and are hereby empowered pursuant 
to Section 95 of the Companies Act 1985 to allot equity
securities (within the meaning of Section 94 of that Act)
for cash pursuant to the authority conferred by
resolution 10 as if sub-section 89(1) of that Act did not
apply to any such allotment, provided that this power
shall be limited:
(a) to the allotment of equity securities in connection
with an issue in favour of ordinary shareholders on a
fixed record date (whether by way of a rights issue,
open offer or otherwise) where the equity securities
attributable to such ordinary shareholders are
proportionate (as nearly as may be) to the respective
number of ordinary shares held by them on such record
date, but subject to such exclusions or other
arrangements as the Directors may deem necessary or
expedient to deal with fractional entitlements, legal or
practical problems arising in any overseas territory, the
requirements of any regulatory body or stock exchange
or any other matter whatsoever; and
(b) to the allotment (otherwise than pursuant to sub-
paragraph (a) above) of equity securities up to an
aggregate nominal value of £914,691;
and shall expire on the earlier of the conclusion of the
next Annual General Meeting of the Company to be held
after the passing of this resolution and the date falling
15 months after the passing of this resolution (unless
previously renewed, varied or revoked by the Company)
save that the Company may before such expiry make 
an offer or arrangement which would or might require
equity securities to be allotted after such expiry and the
Directors may allot equity securities pursuant to such
offer or arrangement as if the power conferred hereby
had not expired. 11. To consider and, if thought fit, to pass the following
resolution as a special resolution:
THAT, subject to the Company’s Articles of Association
from time to time, the Company be and is hereby
generally and unconditionally authorised for the
purposes of section 166 of the Companies Act 1985 to
make one or more market purchases (within the
meaning of section 163 (3) of that Act) of its own
ordinary shares on such terms and in such manner as
the Directors shall determine, provided that:
(a) the maximum aggregate number of ordinary shares
hereby authorised to be purchased is 7,317,528
representing approximately 10% of the Company’s
issued ordinary share capital;
(b) the maximum price which may be paid for each
ordinary share is an amount equal to 105% of the
average of the closing mid market prices for the
ordinary shares of the Company (derived from the
London Stock Exchange Daily Official List) for the five
business days immediately preceding the date of
purchase and the minimum price per ordinary share is
the nominal value thereof exclusive of any expenses
payable by the Company; and
(c) unless previously renewed, varied or revoked the
authority hereby given shall expire on the earlier of the
conclusion of the next Annual General Meeting of the
Company to be held after the passing of this resolution
and the date falling twelve months after the passing of
this resolution, save that the Company may make any
purchase of ordinary shares after the expiry of such
authority in execution of a contract of purchase that was
made under and before the expiry of such authority.
By order of the Board
HENRY ANDREW WILLITS
COMPANY SECRETARY
12 MAY 2004
56 LUMINAR PLC Annual Report and Accounts 2004 This is an important document. If there is anything you do not
understand, please contact an appropriate professional adviser .
1. DIRECTORS’ REPORT AND ACCOUNTS 
(ITEM 1 ON THE AGENDA)
The Directors are required to present to the meeting the
Directors’ and Auditors’ reports and the accounts for the
year ended 29 February 2004.
2. CONSIDER AND ADOPT THE REPORT ON REMUNERATION
(ITEM 2 ON THE AGENDA)
In accordance with recommended best practice, the Directors
are presenting the Report of the Remuneration Committee
for approval. The Report is set out on pages 28 to 34.
3. DECLARATION OF DIVIDEND 
(ITEM 3 ON THE AGENDA)
The proposed final dividend of 8.87p per ordinary share will be
paid on 8 July 2004 to shareholders who are on the Register
of Members as at the close of business on 4 June 2004. This
dividend is in addition to the interim dividend of 3.37p per
ordinary share, which was paid on 9 January 2004. The shares
will become ex-dividend on 2 June 2004.
4. RE-ELECTION OF DIRECTORS 
(ITEMS 4, 5, 6 AND 7 ON THE AGENDA)
Article 87 of the Company’s Articles of Association states that
any Director who has not been appointed or re-appointed 
at either of the Company’s last two Annual General Meetings
should retire. Ms L Wilding is retiring and offering herself for
re-election under this provision.
Article 93 allows the Board to appoint a person to the Board,
subject to that person being re-elected at the subsequent
Annual General Meeting. Mr S M Gatto and Mr R Brooke were
appointed on 1 January 2004, Mr D Longbottom was appointed
on 17 April 2004 and all are offering themselves for re-election.
Full biographical details of all Directors are on page 20 of
this Report.
5. APPOINTMENT AND REMUNERATION OF AUDITORS
(ITEM 8 ON THE AGENDA)
This resolution proposes the re-appointment of
PricewaterhouseCoopers LLP as the Company’s auditors,
and permits the Directors to fix their remuneration.
6. RENEWAL OF AUTHORITY TO ALLOT SHARES 
(ITEMS 9 AND 10 ON THE AGENDA)
The existing authorities given to the Directors at the last
Annual General Meeting to allot unissued share capital and
to allot shares for cash in limited circumstances expire on 
[9 July 2002]. It is proposed that further authorities be
granted which shall expire on the earlier of the date of the
next Annual General Meeting to be held after the passing 
of the resolution and the date falling fifteen months after the
passing of the resolution. An ordinary resolution (item 10)
will be proposed to authorise the Directors to allot unissued
share capital up to an aggregate nominal amount of
£6,097,940 being 24,391,760 ordinary shares of 
25p each representing approximately 33% of the share
capital currently in issue. A special resolution (item 11) 
will be proposed authorising the Directors to allot shares 
in connection with a pre-emptive issue to existing
shareholders or for cash up to £914,691 (being
approximately 5% of the share capital currently in issue).
There are no present plans to issue shares, except as
required to satisfy the exercise of options or warrants under
the Company’s employee share incentive schemes.
7. AUTHORITY TO PURCHASE OWN SHARES 
(ITEM 11 ON THE AGENDA)
The special resolution proposed at item 10 would authorise
the Company to acquire its own shares subject to the
constraints set out in the resolution. The Directors would
exercise this power only if satisfied that it was in the interests
of the shareholders as a whole to do so and that it was likely
to result in an increase in earnings per share. Any shares
purchased in accordance with this authority will subsequently
be cancelled.
As at 20 May 2004, options and warrants were outstanding
to subscribe for a total number of 7,803,433 ordinary
shares, or 10.66% of the Company’s issued share capital. 
If this authority to purchase shares is ever used in full, 
the proportion of issued share capital represented by this
figure would be 11.93%.
EXPLANATION OF RESOLUTIONS
Annual Report and Accounts 2004 LUMINAR PLC 57 ACTION TO BE TAKEN
Whether or not you intend to attend the Annual General
Meeting, you are requested to complete the enclosed form
of proxy and return it to the Company’s Registrars, Lloyds
TSB Registrars Scotland, P O Box 28448, Finance House,
Orchard Brae, Edinburgh EH4 1WQ as soon as possible and
in any event so as to be received no later than 48 hours
before the time appointed for the Annual General Meeting.
The completion and submission of a form of proxy will not
prevent you from attending and voting in person if you so wish.
RECOMMENDATION
Your Board believes that the proposed resolutions to be put
to the meeting are in the best interests of shareholders as a
whole and, accordingly, recommends that shareholders vote
in favour of the resolutions, as the Directors intend to do in
respect of their own beneficial shareholdings in the Company.
ATTENDANCE AND VOTING
As a shareholder of Luminar plc, you have the right to attend
and vote at the Annual General Meeting.
Please bring with you the accompanying form of proxy/
admission Card. It will authenticate your right to attend,
speak and vote and will speed your admission. Please keep
it until the end of the meeting. The meeting will commence
at 3.30pm and refreshments will be available from 3.00pm.
You may also find it helpful to bring your Annual Report with
you so that you can refer to it at the meeting.
If you do not wish, or are unable, to attend, you may appoint
either the Chairman of the meeting or someone else of your
choice to act on your behalf and to vote in the event of a poll.
That person is known as a “proxy”. You can use the enclosed
form of proxy to appoint a proxy.
A proxy need not be a shareholder and may attend and vote
(on a poll) on behalf of the shareholder who appointed him
or her.
At the meeting, the proxy can act for the member he or she
represents. This includes the right to join in or demand a poll,
but it does not include the right to vote on a show of hands.
The proxy is valid for any adjournment of the meeting.
Please tick the appropriate box alongside each resolution 
to indicate whether you wish your votes to be cast “for”, 
or “against” that resolution. Unless you give specific
instructions on how you wish to vote on a particular resolution,
your proxy will be able, at his or her discretion, either to vote
“for” or “against” that resolution or to abstain from voting.
Before posting the form of proxy to the Registrars, please
check that you have signed it. In the case of joint holders,
either of you may sign it.
To be effective the form of proxy must be received by the
Company’s Registrars at the address shown above by no
later than 8.30am on 5 July 2004. Any form of proxy
received after this time will be declared void. 
NOTES
1. Any member entitled to attend and vote at this meeting
may appoint one or more proxies to attend and, on a poll,
vote on his behalf. A proxy need not be a member. 
2. Instruments appointing proxies must be received by the
Company’s Registrars not less than 48 hours before the
time the meeting is to be held. 
3. For the purpose of determining entitlement to attend and
vote at the meeting, the name of the member must be
entered on the register of members at 8.30am on 5 July
2004. If you have recently sold or transferred all of your
shares in the Company please send this notice and the
accompanying form of proxy form to the broker who sold
your shares for you. The broker can then send them to
the new owner of the shares.
4. The following documents are available for inspection during
normal business hours (Saturdays, Sundays and public
holidays excepted) at the Company’s registered office
and at the offices of CMS Cameron McKenna at 160
Aldersgate Street, London EC1A 4DD from the date of this
notice until the conclusion of the Annual General Meeting:
a) The Register of Directors (and their families’) interests
in the share capital of the Company.
b) Copies of all Directors’ service contracts for periods 
in excess of one year with the Company or any of 
its subsidiaries.
c) The existing Memorandum and Articles of Association.
58 LUMINAR PLC Annual Report and Accounts 2004 ANNUAL GENERAL MEETING
6 July 2004, 2.30pm at the offices of CMS Cameron
McKenna, 160 Aldersgate Street, London, EC1A 4DD 
TIMETABLE FOR RESULTS
For the year to 1 March 2005
Interim Results announced – 12 November 2004
Interim Statement circulated – 12 November 2004
*Preliminary announcement of full year results – May 2005
*Annual Report circulated – June 2005
DIVIDEND PAYMENTS
The proposed final dividend (if approved) will be paid on 
8 July 2004 to shareholders registered on 4 June 2004.
The expected dividend payment dates for the year to 1
March 2005 are:
**Interim Dividend – January 2005
**Final Dividend – July 2005
SHAREHOLDERS SERVICES
On the Company’s behalf, Natwest Stockbrokers Limited
operates a low cost share dealing service in Luminar plc
shares. Details are available on telephone 0870 6002050 or
email on Contactees@natwest.com quoting reference:
Luminar plc
PRIVATE SHAREHOLDERS
If you have a query about your holding of Luminar plc
shares or need to change your details, for example your
address or payment of dividend requirements, please
contact the registrars at the address shown below. 
WEBSITE
Further details of the Group’s activities and products can be
seen on its website at www.luminar.co.uk.
COMPANY SECRETARY AND REGISTERED OFFICE
Harry Willits
41 King Street, Luton LU1 2DW
Telephone 01582 589 400
Facsimile 01582 589 667
REGISTRATION
Luminar plc is registered in England and Wales (no.
3170142)
REGISTRARS
Lloyds TSB Registrars Scotland
PO Box 28448
Finance House
Orchard Brae
Edinburgh
EH4 1WQ
Telephone 0870 6015366
Facsimile 0870 9000030
You can check details of your shareholding on Lloyds TSB
Registrars website at www.shareview.co.uk
STOCKBROKER
Investec Henderson Crosthwaite
Institutional Brokers Limited
2 Gresham Street
London
EC2V 7QP
AUDITORS
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6NN
SOLICITORS
CMS Cameron McKenna
Mitre House
160 Aldersgate Street
London
EC1A 4DD
* Provisional dates to be confirmed
** Provisional dates to be confirmed
SHAREHOLDER INFORMATION
Annual Report and Accounts 2004 LUMINAR PLC 59 Designed and produced by Addison Corporate Marketing Limited.
Printed by St Ives, Westerham Press.  ANNUAL REPORT 2004
LUMINAR PLC
41 King Street
Luton
Bedfordshire LU1 2DW
www.luminar.co.uk
LUMINAR PLC ANNUAL REPORT 2004