Elizabeth House, Cliff Street, Mexborough,
South Yorkshire, S64 9HQ
Telephone: 01709 586261
Facsimile: 01709 570006
www.ben-bailey.co.uk
Annual Report 2005
ANNUAL REPORT 2005 BEN BAILEY PLC
60227 Ben Bailey 00 cover  21/2/06  1:46 pm  Page 1 Ben Bailey Plc Ben Bailey Plc
T ypeset and Printed by T aylor Bloxham Corporate and Financial, Leicester and London
Contents
Pages
Financial Highlights 1
Chairman’s Statement 2
Chief Executive’s Review 3-5
Directors 6
Directors’ Report 7-10
Directors’ Remuneration Report 11-16
Corporate Governance 17-20
Statement of Directors’ Responsibilities 21
Independent Auditors’ Report 22-23
Consolidated Income Statement 24
Statement of Recognised Income and Expense 25
Balance Sheets 26
Cash Flow Statements 27
Notes to the Financial Statements 28-44
Five Year Financial Summary 45
Notice of Meeting 46-47
Appendix 48
*Member of Audit Committee
#Member of Remuneration Committee
‡Senior Independent Non-Executive Director
†Member of Nominations Committee
Directors of the Company
B R Bailey, Chairman*†
P A Russell, ACMA, Chief Executive
S W North, BA, FCA, Finance Director
B Leesing, FCA, Non-Executive Director*#‡†
A M Peacock, Non-Executive Director*#†
R M T eare, B.Sc(Econ), FCA, Non-Executive Director*#†
Secretary and Registered Office
S W North, BA, FCA
Elizabeth House
Cliff Street
Mexborough
South Yorkshire
S64 9HQ
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants
1 East Parade
Sheffield
S1 2ET
Bankers
The Royal Bank of Scotland Plc
2 Whitehall Quay
Leeds
LS1 4HR
Solicitors
DLA Piper Rudnick Gray Cary UK LLP
Fountain Precinct
Balm Green
Sheffield
S1 1RZ
Brokers
Westhouse Securities
Clements House
14-18 Gresham Street
London
EC2V 7NN
Registrars
Computershare Services Plc
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
Directors and Advisers
60227 Ben Bailey 00 IF-IB  22/2/06  12:42 pm  Page 1 Financial Highlights
1
Ben Bailey Plc
2005 2004
£’000 £’000
Results:
Revenue 103,220 81,502
Operating profit 16,056 18,202
Profit on ordinary activities before tax 12,654 16,412
Profit on ordinary activities after tax 8,963 11,772
Dividends paid in the year (1,790) (1,527)
Key Ratios:
Operating margin 15.6% 22.3%
Return on capital employed 23.6% 44.6%
Gearing 134.6% 99.5%
Earnings per share - basic 75.2p 100.0p
Dividend per share – paid 15.0p 13.0p
Net asset value per share 340.9p 287.0p
Interest cover (times) 4.7 10.2
Dividend cover (times) 5.0 7.7
60227 Ben Bailey 01-06  23/2/06  2:23 pm  Page 1 Chairman’s Statement
addressed the market changes in order to have a
soundly based build and sales programme for
future years.
We offer a range of incentives available to attract
sales and importantly a comprehensive product
range to address the density requirements of
Planning Consents and the needs of the first time
buyer. The features of the current market and
planning requirements have impacted on the
average selling price of dwellings which fell to
£150,466 from £154,650 in 2004. However, the
price per square foot of units sold rose by 3.0% in
the year.
I believe that a very significant factor in the year’s
achievements has been the increase in the number
of plots held for future development, which has
risen to 2,030 (2004: 1,770) with a further 1000
plots under contract. Whilst borrowings have had
to increase in pursuing this policy, these are
satisfactorily matched against the value of the land
held for development.
We have recruited additional skilled personnel into
our management team and I wish to thank all our
employees for their assistance and efforts during
the year.
Future Prospects
Whilst economic factors and movement in interest
rates will always play a role in our industry, your
Board feels that the increased critical mass of the
Company in terms of sites under development and
future land bank, place it in a strong position to
continue the momentum of its growth programme.
The increased flexibility afforded by the enlarged
land bank and product range give the Board
confidence in delivering satisfactory returns to
shareholders whilst maintaining the resource for
future growth.
Dividend
The Board will recommend a final dividend for
2005 of 10p per share, which together with the
interim dividend of 5p per share paid in September
2005, will make an unchanged total of 15p based
on the 2005 results.
Ordinary Shareholders on the register at the close
of business on 7 April 2006 will receive the final
dividend of 10p per ordinary share on 5 May 2006.
Results
I am pleased to report continued growth in the level
of our activities in terms of volume output of new
homes, turnover and increases in our land bank.
Inevitably, profitability declined in our sector as
the price inflation experienced over recent years
levelled out and increased build costs were
experienced.
T urnover increased by 26.6% to £103.2m from
£81.5m from the sale of 686 plots as against 527
in 2004.
Profit before taxation was £12.7m compared to
£16.4m in 2004, this result being partly influenced
by additional interest charges of £1.6m, incurred in
financing the strengthening of our future land
bank. At the operating level, margins declined to
15.6% from 22.3% and Operating Profits to
£16.1m from £18.2m.
As a result of the above, Earnings per Share fell by
24.8% to 75.2p (2004: 100.0p).
Review of Operations
As reported in my last Statement, national monetary
policy began to have a dampening effect on house
prices in the latter half of 2004. Additionally, there
followed a period of considerable uncertainty as
to the future direction of prices and thereby in
customer confidence. I am pleased to say that
price levels in our area appear to have stabilised
and that we have been able to achieve our projected
volumes and continue a policy of enhancement to
the land bank.
Profitability has declined from the unsustainable
levels of recent years but I feel that we have
2
Ben Bailey Plc
Richard Bailey
Chairman
60227 Ben Bailey 01-06  23/2/06  2:23 pm  Page 2 Chief Executive’s Review
3
Ben Bailey Plc
2005 was a year in which further significant
progress was made by the Company. T urnover and
output reached record levels and illustrated that
the Company is well placed to increase its scale of
operations further. Once again, 2005 saw
significant increases in the Company’s land bank,
which leaves the company well placed to further
increase output in 2006 and subsequent years.
The Market
There was no doubt that a number of adverse
factors affected the housing market in our area of
operations. Adverse comments regarding house
prices which led to a loss in consumer confidence
dampened the market particularly following the
General Election in May.
Increased sales incentives, in common with other
housebuilders assisted in increasing our volume
output during the year, albeit at a lower margin
than previous years.
Financial Review
Reporting Requirements
The 2005 Accounts have been prepared under
International Financial Reporting Standards
(IFRS). The main impact of adopting IFRS has
been in three areas, namely:- accounting for
dividends when the company has a current
obligation to pay them; charging the value of share
options to the income statement; and changing
the method of accounting for financial
instruments in the balance sheet.
T urnover
T urnover increased by 26.6% to £103.2m (2004:
£81.5m) all of which was derived from sales of
new houses. The number of legal completions
increased by 30% in the year to 686 plots (2004:
527 plots). The average selling price per house fell
in 2005 to £150,466 (2004: £154,650), largely as a
result of changes in product mix from 3/4
bedroomed homes to smaller dwellings and
apartments.
Profits
Profits before taxation declined to £12.7m, (2004:
£16.4m), due to the lower operating margins
achieved and the higher incidence of interest
charges incurred in financing expansion of our
land bank. Operating Margins also declined to
15.6% (2004: 22.3%). This reduction was caused
by a number of factors including levelling out of
selling prices, product mix and higher build costs. 
The taxation charge for the year was £3.69m
(2004: £4.64m). This charge represents 29.2% of
the pre-tax profits.
Balance Sheet
2005 saw a further increase in the Company’s
capital employed from £67.9 m to £95.5m,
reflecting the increase in the value of development
land and work in progress to £112.9m from
£83.8m.
The Company’s land bank has increased further
to 2,030 plots (2004: 1,770 plots) with detailed
planning permission granted. A further 1,000 plots
are held where contracts have been exchanged.
The investment in 2005 in development land of
£39.4m has resulted in a net cash outflow of
£19.1m. Borrowings increased during the year to
£54.8m, giving a gearing ratio, expressed as a
percentage net debt to shareholder funds of
134.6% (2004: 99.5%).
60227 Ben Bailey 01-06  23/2/06  2:23 pm  Page 3 Ben Bailey Plc
Chief Executive’s Review
4
Treasury and Interest Rate Risk
During the course of 2005, the Company re-
negotiated its borrowing facilities from its banker.
The borrowing facilities now comprise a
committed five year facility of £58 million
together with an overdraft and other short-term
facilities of £13.5 million.
In order to mitigate the potential implications of
adverse interest rate movements, the Company
entered into an interest rate swap agreement,
whereby £30 million of the Company’s
borrowings has been fixed at a rate of 5.2% for a
period of five years. Under IAS 39, this
investment is deemed to be a fully effective cash
flow hedge.
Health and Safety
The Company is committed to the objective of
creating an accident free working environment.
Risk Assessments continue to be carried out on all
developments with particular emphasis to ensure
that all Health & Safety issues have been
identified and addressed. External consultants are
employed to carry out independent Health &
Safety audits on all developments.
T raining
The Company continues to provide a high level of
training to all staff including management
development programmes for Middle Managers,
Health & Safety training for all site based staff and
NHBC Site Managers Accreditation courses for
Site Managers. The Company continues its
significant investment in apprentice schemes for
both bricklayers and joiners.
Following the success of the development
programme which enables apprentices to train as
Site Managers, the Company has decided to
increase its investment in this key area.
Design and Development
During the year a complete review of the
Company’s product range has been implemented
with regard being paid to customer feedback and
changes in planning requirements. These new
designs are being incorporated in developments to
achieve greater flexibility in the utilisation of land.
60227 Ben Bailey 01-06  23/2/06  2:23 pm  Page 4 Chief Executive’s Review
5
Ben Bailey Plc
Land
Considerable progress has been made during the
year in enhancing and expanding the land bank.
Expenditure in 2005 amounted to £39.4million
which has resulted in an increase in the land bank
to 2,030 plots. In line with Government
requirements 77% of the expenditure was on land
classified as brownfield. Further investment in
land is expected in 2006 which will further
enhance our land bank, enabling the Company to
plan ahead with certainty whilst mitigating the
potential adverse impact of planning delays.
Construction
During 2005, the number of completed houses
has increased significantly. Although the shortage
of skilled craftsmen remains a factor within our
industry, the Company believes that the steps
taken in increased training and enhanced benefits
is now paying dividends.
Quality
The quality of our product continues to be a key
issue in the development of our business.
Customer feedback from post completion
customer questionnaires reveals that in 2005 95%
of our customers would recommend our product.
It is a testament to our commitment to quality that
the recommendation rate is still in excess of 90%
despite the significant increase in volume output.
Our high level of quality was also recognised in
2005 by the Company achieving the runner-up
position in the ‘Housebuilder of the Year’ award
run by the Building Magazine. This result was
based on a number of criteria including customer
feedback, charitable work in the community and
development of brownfield sites.
Ben Bailey in the Community
Once again in 2005, Ben Bailey’s contribution to
local communities has been recognised by the
Business in the Communities Per Cent Standard
Award, which is given to companies who
contribute at least 1% of their profits to charities
and local community projects.
Employees and Sub-Contractors
Once again, this result would not have been
achieved without the effort and support from all
our employees and sub-contractors. On behalf of
the Board, I thank them for their efforts and
commitment.
Paul Russell
Chief Executive
60227 Ben Bailey 01-06  23/2/06  2:23 pm  Page 5 Directors’ Profiles
6
Ben Bailey Plc
Paul Russell ACMA
Managing Director (49)
Joined the Group in 1989 and became Managing
Director of Ben Bailey Homes in 1995. He was
appointed to the Group Board as Operations
Director in 1995 and to Group Managing Director
in March 1997.
Brian Leesing FCA
Non-Executive Director (70)
Joined the Group Board as a Non-Executive
Director in 1989. He was previously Finance
Director and later Corporate Development
Director of Polypipe Plc.
Max Teare B.Sc (Econ.), FCA
Non-Executive Director (60)
Joined the Group Board in February 2003.
Previously a business assurance partner with
PricewaterhouseCoopers. His responsibilities
included the audits of the financial statements of
listed companies, including those of the Group
from 1998 to 2000.
Richard Bailey
Chairman (60)
Joined the Company in 1968. He became
Managing Director in 1975 and Chairman in 1983.
Stephen North BA FCA
Finance Director (54)
Qualified as a Chartered Accountant with Coopers
& Lybrand in 1976. Previously held a number of
senior financial positions with Bridon plc, latterly
as Financial Director of Bridon International Ltd.
He was appointed to the Group Board as Finance
Director in December 1998.
Alan Peacock
Non-Executive Director (58)
Appointed to the Board in January 1998. He is
currently Marketing and Procurement Director for
Saint-Gobain Building Distribution. He was
previously Managing Director of Jewson’s Timber
Products. He has extensive marketing experience
with Asda and he was an Associate Director of
Somerfield.
From left to right: (standing) Max T eare, Alan Peacock, Stephen North, (seated) Paul Russell, Richard Bailey
and Brian Leesing.
60227 Ben Bailey 01-06  23/2/06  2:23 pm  Page 6 7 Ben Bailey Plc
The directors have pleasure in submitting their report and the audited financial statements for the year
ended 31 December 2005.
Principal activities
Ben Bailey Plc is the holding company of a group, which is engaged principally in residential
housebuilding development and other similar activities. Details of operating subsidiaries are given in
Note 12 to the financial statements. Ben Bailey Plc and its subsidiaries are domiciled and incorporated
in Great Britain.
Review of the business and future developments
Details of the Group’s results for the year are set out in the Consolidated Income Statement on page 24.
A review of the activities and future development of the Group are given in the Chairman’s Statement
on page 2 and the Chief Executive’s Review on pages 3 to 5. The directors consider that the year-end
financial position of the Group is satisfactory.
Share Issue
The Company issued 75,000 ordinary shares of 10p each during the year. Details of the share issues are
contained in Note 19 to the financial statements. No shares were re-purchased by the Company during
the year. Details of authority in place for the company to purchase its own shares are given in the 2004
Annual Report.
Dividends
A final dividend for the year ended 31 December 2004 of 10.00 pence was paid to shareholders on 6 May
2005. An interim ordinary dividend of 5.00 pence per share was paid on 2 September 2005 (2004: 5.00
pence). The directors are proposing a final dividend for the year ended 31 December 2005 of 10.00 pence
(2004: 10.00 pence). Subject to approval by the shareholders, the final dividend will be payable on 5 May
2006 to shareholders on the register at 7 April 2006.
Directors
The directors of the Company during the year ended 31 December 2005 were as follows:
B R Bailey B Leesing
P A Russell A M Peacock
S W North R M T eare
In accordance with the Articles of Association, S W North and A M Peacock retire by rotation at the
Annual General Meeting, and being eligible, offer themselves for re-election. S W North has a service
contract which is subject to one year’s notice of termination by the Company and six months’ notice of
termination by S W North.
In accordance with the Combined Code on Corporate Governance, B Leesing, having served as a
Non-Executive Director since 1989, as well as reaching the age of 70, will seek re-election at the Annual
General Meeting.
The interests of the directors in the shares of the Company at 1 January 2005, 31 December 2005 and
16 February 2006 are disclosed in the Directors’ Remuneration Report on page 16. Profiles of the
directors are given on page 6.
Directors’ Report
for the Year Ended 31 December 2005
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 7 Substantial shareholdings
In addition to the directors’ shareholdings disclosed on page 16, the directors are aware of the following
shareholdings in excess of 3% of the ordinary shares at 16 February 2006.
Number of Percentage
Shares Held
___________ ___________
%
P E Wainwright 369,104 3.09
B J Bailey 803,504 6.73
J M Bailey 758,000 6.35
E H Bailey 742,000 6.21
Employees and health and safety at work
The Safety Policy introduced in accordance with the Health and Safety at Work Act 1974 continues to
operate satisfactorily.
The Group places considerable value on the involvement of its employees and has a policy of keeping
them informed of matters affecting them as employees as well as on factors affecting the performance of
the Group. It is the policy of the Group to give equal consideration to all job applicants and employees
irrespective of sex, race, creed and disability. Arrangements are made wherever possible, for training staff
who become disabled to enable them to perform work identified as appropriate to their aptitude and
abilities.
Charitable and political contributions
During the year, the Group made no political contributions (2004: £Nil) and charitable donations
amounted to £240,184 (2004: £278,346). The majority of the charitable donations were made for
educational purposes.
Creditors payment policy
The Group’s policy concerning the payment of the majority of its trade creditors is to:
• settle the terms of payment with suppliers when agreeing the terms of each transaction;
• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms
in contracts; and
• pay in accordance with contractual and other legal obligations.
Wherever possible the payment policy applies to all payments to creditors for revenue and capital
supplies of goods and services.
The Group’s average creditor payment period at 31 December 2005 was 55 days (2004: 57 days).
Directors’ Report (continued)
8 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 8 9 Ben Bailey Plc
Directors’ Report (continued)
Derivatives and other Financial Instruments
The Group’s financial instruments comprise cash, borrowings and other items such as trade debtors and
trade creditors which arise directly from operations. It is, and has been throughout the period under
review, the Group’s policy that no trading in financial instruments shall be undertaken. Detailed
information is included in the accounting policies and in the notes to the financial statements.
Taxation status
The Company is not a close company within the meaning of the Income and Corporation T axes Act
1988 and there has been no change in this respect since 31 December 2005.
Independent Auditors
A resolution to re-appoint PricewaterhouseCoopers LLP as auditors to the Company will be proposed
at the Annual General Meeting.
Annual General Meeting
A notice convening the Annual General Meeting of the Company at 12 noon on 28 April 2006 at the
Doncaster Holiday Inn (formerly Doncaster Moat House) is set out on pages 46 to 47, and a proxy form
for use in relation to such meeting accompanies this document. Your attention is drawn to the items of
special business, being resolutions 8 to 10 set out in such Notice of Meeting.
Resolution 8
Under Section 89(1) of the Companies Act 1985, if the directors wish to allot any of the unissued shares
for cash, they must first offer them to existing shareholders in proportion to the number of shares they
each hold at that time. Resolution 8, a special resolution, proposes to grant limited power to the directors
to allot shares for cash without the need to first offer them to existing shareholders. The power being
sought will permit the directors to deal with problems arising from fractional entitlements in any rights
issue, to allot shares pursuant to the Company’s Executive and Savings-Related Share Option Schemes
and to allot up to 597,169 shares (representing approximately five per cent of the current issued share
capital as at the date of this document) and will expire no later than fifteen months from the passing of
the resolution. The directors intend to comply with the cumulative limits on exercise of the
disapplication entitlement which are contained in the Pre-Emption Group guidelines of the Investment
Committees.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 9 Directors’ Report (continued)
Resolution 9
This resolution seeks authority from shareholders for the Company to purchase up to 1,194,339
ordinary shares, an aggregate nominal amount of £119,434, which is equivalent to approximately 10% of
the Company’s issued ordinary share capital at 31 December 2005. The authority will expire at the end
of next year’s Annual General Meeting and the resolution specifies the maximum and minimum prices
at which the shares may be bought. Other investment opportunities, appropriate gearing levels and the
overall financial position of the Company will be taken into account before deciding upon this course of
action. Any shares purchased in this way will be cancelled and the number of shares in issue will
accordingly be reduced. The directors have no immediate intention of exercising the proposed authority
when it becomes effective, but believe that the ability of the Company to buy its own shares if, in the
directors’ opinion, market prices do not reflect the Company’s worth, will be in the best interests of the
Company and its shareholders. The directors intend to exercise this power only if they believe the effect
of such purchases will increase earnings per ordinary share.
The authority will expire on whichever is the earlier of the conclusion of the next Annual General
Meeting or 28 October 2007.
Resolution 10
Resolution 10, an ordinary resolution, proposes the approval of the renewal of the annual and long-term
bonus scheme.  As explained on page 12 in the Directors’ Remuneration Report, the Company proposes
to renew the annual and long-term bonus scheme. This scheme, which has been in operation for a
number of years, is designed to encourage long-term achievement by its executive directors and to link
the performance of those directors to the long-term financial performance of the Company. Further
details of the scheme are set out in the Appendix on page 48.
By order of the Board
S W North 28 February 2006
Company Secretary
Company Registration No: 405045
10 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 10 Directors’ Remuneration Report
The Remuneration Committee is comprised exclusively of non-executive directors who are B Leesing
(Chairman of the Committee), A M Peacock and R M T eare.  
The Company’s Remuneration Committee (“the Committee”) decides the remuneration policy that
applies to executive directors and the Group’s other senior management. In determining that policy, it
has given full consideration to the principles of the Combined Code.
In setting the remuneration policy, the Committee considers the basic salary and benefits available to
executive directors of comparable companies both in size and within the house building sector.  
The Remuneration Committee takes into account the need to attract and retain directors of an
appropriate calibre and the need to ensure the commitment of executive directors to the continued
success of the Company. No external consultants were used by the Committee in the year in advising
the Remuneration Committee on remuneration policy. 
The terms of reference of the Remuneration Committee will be available for inspection at the
forthcoming Annual General Meeting.
Remuneration of non-executive directors
The non-executive directors each receive a fee for their services which is approved by the Board,
following recommendation by the Chairman of the Company. The level of remuneration paid to non-
executive directors reflects the time commitment and responsibilities required by the role.
The non-executive directors do not receive any pension or other benefits from the Company, nor do
they participate in any of the bonus or incentive schemes or share option schemes.
The non-executive directors do not have service contracts with the Company . They are appointed on the
basis of serving at least a period of one year.
Remuneration policy for all executive directors
The Group provides competitive remuneration packages in order to attract, retain and motivate
executives who are expected to meet high levels of performance. The structure of the remuneration
package has been designed to:
• ensure that the performance related elements of remuneration (annual bonus and long-term
incentives) constitute a significant proportion of an executive’s performance criteria, which are
aligned to the interests of shareholders; and
• provide employment related benefits including the provision of a company car, life assurance,
medical insurance and pension.
Salaries and benefits
The Committee meets at least once a year in order to consider and set the annual salaries for executive
directors.
11 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 11 Directors’ Remuneration Report (continued) 
Share options
Throughout the year the Company has operated an Inland Revenue Approved Executive Share Option
Scheme, a Savings-Related Share Option Scheme and an Unapproved Executive Scheme. All of these
arrangements, which were established in 1998, were approved at the 1998 Annual General Meeting of
the Company.
Following changes to the relevant legislation in 1996, the maximum value of shares over which options
may be granted under an Inland Revenue approved scheme to any one individual may not exceed
£30,000. The Unapproved Scheme will enable additional options to be granted to employees and
directors on an unapproved basis in excess of this limit. However, the Remuneration Committee has
imposed a limit on the grant of options under this scheme to any one individual. T aking into account
options granted to an individual in the previous ten years, under any option scheme of the Company,
options granted under the Unapproved Scheme to that individual may not exceed four times his
remuneration for the current or preceding financial year. 
Options granted under the Approved Scheme will normally be exercisable within the period of between
three to ten years after the date of grant and, for options granted under the Unapproved Scheme, within
three to seven years. In establishing the executive schemes, the Committee has decided to subject grants
made under the Approved and Unapproved Schemes to performance criteria, such that options may
only be exercised if, over a consecutive three year period, there has been a growth in the Company’s
earnings per share in excess of the Retail Price Index plus 2.5% per annum. Options granted under the
Approved Scheme are not offered at a discount.
Under the Savings-Related Share Option Scheme, employees who are eligible to participate in the
Sharesave Scheme will be invited to enter a savings contract the proceeds of which, after three, five or
seven years, can be used to exercise share options granted at the start of the contract. The Sharesave
Scheme gives the Board discretion to offer a discount on the exercise price of up to 20% of the relevant
middle market price at the date of grant.
The Committee supports employee participation in the Company through employee share schemes and
believes that these schemes play a useful role in aligning the interests of employees and shareholders.
Annual and long-term bonus scheme
The Company operates an annual and long-term bonus scheme (“the Bonus Scheme”) for the executive
directors, including B R Bailey, the Chairman of the Company. The Bonus Scheme has run for a fixed
three year period to 31 December 2005.  It is linked to the amount by which the average annual growth
in the Company’s earnings per share (“EPS”) exceeds the Retail Price Index plus 2.5% per annum over
the three year period from a base point of 34.0p per share. Earnings per share is believed to be an
appropriate measure for growth given the size and structure of the Company. Annual bonuses are
payable under the Bonus Scheme amounting to the relevant EPS growth factor for that year applied
to 60% of basic annual salary.  The final bonus is paid at the end of the three year period and will be
based upon the average annual EPS growth factor for the period and applied to basic annual salary, less
any annual bonuses paid under the Bonus Scheme. Over the three year period, the maximum bonus
payable to each director shall not exceed two and half times the executive director’s basic salary for the
three year period.
The Remuneration Committee has recommended that the Group should extend the existing scheme for
a further period of three years with the following amendments:
a) A discretionary annual bonus based upon the achievement of certain financial and operational
targets set by the Remuneration Committee. The amount of such bonus shall not exceed 20% of
the executive director’s basic salary for the year.
12 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 12 Directors’ Remuneration Report (continued) 
b) The bonus payable will be based on the percentage increase in the Group’s earnings per share.
The percentage bonus payable will be reduced by the percentage increase in the Retail Price
Index for the same period plus 3%. The bonus so calculated shall be reduced by the amount of
any bonus awarded under a) above.
c) The maximum amount payable under this bonus scheme payable to any executive director will
not be more than three times the executive director’s average basic salary for the three year period.
The Remuneration Committee has recommended that this amended scheme be put before members at
the Annual General Meeting for approval. Further details of this scheme are given in the Appendix to
these financial statements on page 48.
Service contracts
The service contract of B R Bailey is subject to one year’s notice of termination by the Company and
one year’s notice of termination by B R Bailey.
The service contract of P A Russell is subject to one year’s notice of termination by the Company and
six months’ notice of termination by P A Russell.
The service contract of S W North is subject to one year’s notice of termination by the Company and
six months’ notice of termination by S W North.
All of the service contracts are rolling one year contracts.
Total Shareholder Return
Schedule 7A to the Companies Act requires the Company to publish in the Directors’ Remuneration
Report a line graph which shows the total shareholder return on a holding of the Company’s shares
against a holding of hypothetical shares measured by reference to a broad equity index. T otal shareholder
return is the measure of the returns that a company has provided for its shareholders reflecting share
price movements and assuming reinvestment of dividends. It is, therefore, considered to be a good
indicator of a company’s overall performance.
The performance chart shown below illustrates the Company’s total return over the past five years
compared to the performance of the Small Capital Index, which the Remuneration Committee believes
to be the most appropriate index to be used given the size of the Company.
13 Ben Bailey Plc
0 
100
200
300
400
500
600
700
800
900
1000
1100
1200
1300
1400
1500
1600
Dec-00 Jun-01 Dec-01 Jun-02 Dec-02 Jun-03 Dec-03 Jun-04 Dec-04 Jun-05 Dec-05
SHAREHOLDER RETURN SMALL CAP INDEX
Value
Years
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 13 14 Ben Bailey Plc
Directors’ Remuneration Report (continued) 
The following information has been audited by the Company’s auditors, PricewaterhouseCoopers LLP , as
required by Schedule 7A to the Companies Act 1985.
Directors’ detailed emoluments
Details of the directors’ emoluments for the year are as follows:
Annual and Salary
Salary long-term bonus T otal T otal effective
& Fees Benefits Current Deferred 2005 2004 01.01.2006
£ ££££ £ £
Executive
B R Bailey 90,050 745 - (19,359) 71,436 104,854 90,050
P A Russell 135,000 13,689 - (14,331) 134,358 157,489 150,000
S W North 106,000 12,825 - (11,029) 107,796 131,504 115,000
Non-Executive
B Leesing 24,000 - - - 24,000 22,000 24,000
A M Peacock 24,000 - - - 24,000 22,000 24,000
R M T eare 24,000 - - - 24,000 22,000 24,000
_______ _______ _______ _______ _______ _______ _______
403,050 27,259 - (44,719) 385,590 459,847 427,050
_______ _______ _______ _______ _______ _______ _______
The deferred element of the long-term Bonus Scheme represents an adjustment to the final deferred bonus
in respect of the Bonus Scheme covering the three years ending 31 December 2005. The final bonus is paid
at the end of the three year period based upon the average EPS growth factor for the three year period and
applied to basic annual salary, less any annual bonuses paid under the Bonus Scheme. This element of the
Bonus Scheme can be analysed as follows:
Interest in deferred Adjustment to Interest in deferred
element of scheme at Paid in the final deferred element of scheme at
1 January 2005 year bonus in the year 31 December 2005
Executive £ £ £ £
B R Bailey 44,776 - (19,359) 25,417
P A Russell 62,110 - (14,331) 47,779
S W North 48,787 - (11,029) 37,758
_______ _______ _______ _______
T otal 155,673 - (44,719) 110,954
_______ ___ ____ _______ _______
Directors’ pension entitlements
In addition to the remuneration disclosed above, the following directors received contributions paid to
personal pension plans.
Director 2005 2004
______ ______
£ £
B R Bailey 23,250 48,225
P A Russell 140,176 143,926
S W North 85,600 88,500
______ ______
Only one director, B R Bailey, had any pension entitlement under the Group’s former final salary pension
scheme. The pension entitlement of B R Bailey has been calculated as at 31 March 1997, being the date that
all contributions ceased to be paid to this scheme, and has been based upon his salary at 31 December 1997.
The accumulated total accrued annual pension at 31 March 1997 is £34,979.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 14 15 Ben Bailey Plc
Directors’ Remuneration Report (continued) 
Directors’ interests in share options
Details of options held by directors at 31 December 2005 and 1 January 2005 are set out below:
Number of Number of
Options Exercised Options Date from
Date of 1 January during the 31 December Exercise which Expiry
Director Grant 2005 Y ear 2005 Price Exercisable Date
________ _____ __ ________ ________ ___________ _______ __________ ______
P A Russell 19.04.04 6,465 - 6,465 464.0p 19.04.07 19.04.14
S W North 19.04.04 2,316 - 2,316 464.0p 19.04.07 19.04.14
______ ______ ______
8,781 - 8,781
___ ___ ___ ___ ___ ___
No other directors have been granted options in the shares of the Company .
The mid-market share price at 31 December 2005 was 453.5p per share and the range during 2005 was
344.5p to 511.5p per share.
Options granted to P A Russell and S W North were made under the terms of the Executive Share Option
Scheme, as referred to on page 12.  
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 15 16 Ben Bailey Plc
The remainder of the Directors’ Remuneration Report is unaudited.
Directors’ interests
The interests of the directors, who held office at 31 December 2005, in shares of the Company (all beneficial
holdings) at the beginning, end of the year and 16 February 2006 were as follows:
Number of Ordinary Shares of 10p Each
__ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ _
Director 16 February 2006 31 December 2005 1 January 2005
________ _______________ _________________ _________________
B R Bailey 1,737,956 1,737,956 1,817,956
P A Russell 77,270 77,270 81,070
S W North 57,352 57,352 57,352
B Leesing 20,000 20,000 20,000
A M Peacock 20,000 20,000 20,000
R M T eare 10,450 10,450 10,450
By order of the Board
B Leesing 28 February 2006
Chairman of the Remuneration Committee
Company Registration No: 405045
Directors’ Remuneration Report (continued) 
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 16 17 Ben Bailey Plc
Corporate Governance
Statement of Compliance with the Combined Code
Following the publication of the Combined Code which is appended to the Listing Rules of the Financial
Services Authority (“the Code”), the Board has continued to review its Corporate Governance practices and
an explanation of how the Principles of Good Governance have been applied are contained in this report and
the Directors’ Remuneration Report on pages 11 to 16.
The Board is accountable to the Company’s shareholders for good governance and this statement describes
how the relevant principles of governance are applied to the Company and the Company’s compliance with
the code provisions set out in Part 1 of the Combined Code on Corporate Governance.
The Board considers that, throughout the period under review, the Company has complied with the
provisions recommended in Section 1 of the Combined Code with the following exception:
• B R Bailey, Chairman and executive director of the Board has been a member of the Audit
Committee.
Group Objectives and Board of Directors
The objective of the Group is to build quality homes at realistic prices for its customers whilst securing the
optimum return from its assets for the benefit of its shareholders.
The Board comprises three Non-Executive Directors who are all considered to be independent. B Leesing
was appointed to the Board in 1989.  Notwithstanding this fact the Board considers that he is independent
and his knowledge and experience of the Company and the house building sector are invaluable. The Board
considers that this composition now provides an appropriate segregation of responsibilities, and independent
non-executive director representation for the current size of the Group. One third of directors, including
Non-Executive Directors, are subject to retirement by rotation annually .
Individual profiles of the directors are given on page 6. The Board has the necessary knowledge and
experience to achieve the stated objectives of the Group and retain effective control over the Group.
Board Practices
The Board meets regularly on a formal basis and not less than eight times per annum to monitor the
performance of the Group, to authorise capital expenditure and purchases of land, to approve annual budgets
and to monitor business performance. Strategy on interest rate exposures is approved by the Board. In the
year ended 31 December 2005, the Board met eight times. Information is provided to the Board in a detailed
and timely manner in order to allow informed decisions to be taken on all matters.
The Board has adopted a formal schedule of reserved powers as well as an agreed procedure for a director
to take independent professional advice, if necessary, at the Group’s expense, and to have full access to the
services of the Company Secretary who is responsible to the Board for ensuring that the Board procedures
are followed and that applicable rules and regulations are complied with. Directors’ and Officers’ Liability
Insurance is in place for directors and officers.
The Board is scheduled to hold ten meetings in 2006 and adhoc meetings may be convened to deal with
urgent matters.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 17 18 Ben Bailey Plc
Corporate Governance (continued) 
The following table sets out the frequency of, and attendance at Board and principal Board Committee
meetings for the period under review:
Annual
Main Audit Remuneration Nominations General
Board Committee Committee Committee Meeting
No. of Meetings held83111
Director
B R Bailey 7 2 - 1 1
P A Russell 8 3 (a) - - 1
S W North 8 3 (a) - - 1
B Leesing 83111
A M Peacock 62111
R M T eare 83111
Note: (a) In attendance by invitation only .
In the instances when a Director has not been able to attend a Board or Committee meeting, his comments
on the papers to be considered at that meeting have been relayed in advance to the Company Secretary .
Board Committees
Audit Committee B Leesing (Chairman)
B R Bailey
A M Peacock
R M T eare
The responsibilities of the Audit Committee, which meets three times a year, include the appointment of
and liaison with external auditors, the review of annual and interim financial statements and the review of
the suitability and effectiveness of the Group’s internal controls. The Committee reviews the findings of the
external auditors and reviews key accounting policies and judgements. It also reviews the independence of
the external auditors on an annual basis.
The fees relating to non-audit services provided by PricewaterhouseCoopers LLP are disclosed in Note 6 to
the accounts. The main area of non-audit work relates to the provision of taxation compliance work and
taxation advice. The Audit Committee has reviewed the level of non-audit work and has concluded that this
level of fee does not affect the independence of the Audit.
Remuneration Committee B Leesing (Chairman)
A M Peacock
R M T eare
The responsibilities of the Remuneration Committee include the recommendation of terms of
employment, including remuneration, and grant of bonuses and share options for all executive directors, as
may be appropriate from time to time.
Under Resolution 2 the Remuneration Committee report will be put before shareholders for approval at the
Annual General Meeting on 28 April 2006.
Nominations Committee B R Bailey (Chairman)
B Leesing
A M Peacock
R M T eare
The responsibilities of the Nominations Committee include the identification and recommendation to the
Board of suitable Executive and Non-Executive Directors.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 18 Board Remuneration
The Group’s Remuneration Committee decides the remuneration policy that applies to executive directors
and senior management of the Group. In setting the remuneration policy, the Remuneration Committee
considers the basic salary and benefits available to executive directors of comparable companies, the need to
attract and retain directors of an appropriate calibre, and the need to ensure the commitment of executive
directors to the continued success of the Group. Bonus packages for executive directors are linked to the
Group’s objective of securing optimum return from its assets for the benefit of its shareholders.
Shareholder Communication
The majority of the shareholders of the Group are private individuals. Presentations to City Analysts have
been made in the past year by the Chief Executive and Finance Director. All shareholders are welcome to
attend the Annual General Meeting at which they have the opportunity to ask questions of the Board.
Performance Evaluation
During 2005, the Board undertook performance evaluations for the Board and its principal committees.
This process will be repeated on an annual basis.
This performance evaluation covered assessment of the working of the Board and assessment of each
individual director’s contribution to the working of the Board. The appraisals of Non-Executive Directors
were carried out by the Chairman.
The Chief Executive and Finance Director are subject to an appraisal of their performance as executive
directors which is conducted by the Chairman and the Chief Executive respectively .
Going Concern
After making appropriate enquiries, the directors have a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence for the foreseeable future. For this
reason, they continue to adopt the going concern basis in preparing the Group’s financial statements.
Internal Control
The Group’s control environment is the responsibility of the Group’s directors and managers at all levels.
The Board is, therefore, responsible for the Group’s system of internal control and for reviewing its
effectiveness. Although no control system can provide absolute protection against material mis-statement or
loss, it is designed to manage the risk of failure to achieve business objectives and to provide the directors
with reasonable assurance that problems should be identified on a timely basis and dealt with appropriately .
The Board has reviewed the effectiveness of the Group’s system of internal control throughout the period
and up to the date of this report. In accordance with the T urnball Guidance the Group has reviewed its
operations and identified risk areas, which have been assessed for their potential impact on the business. The
size of the Group, together with the fact that virtually all of the Group’s operations derive from one
company , Ben Bailey Homes Limited, allows the Executive Directors of the Group to monitor performance,
evaluate and manage on a continual basis the risks faced by the Group. No internal audit function is
considered necessary . The need for an internal audit function is reviewed annually .
19 Ben Bailey Plc
Corporate Governance (continued) 
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 19 Corporate Governance (continued)
The key features of the Group’s internal controls are as follows:
• Defined authorisation levels for the purchases of land and capital expenditure.
• Defined authorisation levels for the placing of orders and contracts.
• A formalised reporting structure which includes the setting of detailed annual budgets, which are
updated on a regular basis to form forecasts, which are reviewed at both Group and Subsidiary
Company Board level.
• Monthly Board/Executive Meetings are held within Ben Bailey Homes Limited at which all key
aspects of the business are discussed including comparison of actual performance compared with
budgets.
• A monthly meeting is held within Ben Bailey Homes Limited to review the production progress on
all sites, sales position, technical and development issues arising from each development.
• All sites are visited on a monthly basis by the Group Chairman together with the Construction,
Development and Sales Directors of Ben Bailey Homes Limited to review progress on site. During
2005, the Non-Executive Directors have on one occasion attended these site visits.
• The Group’s reporting systems provide weekly updates on key statistics including sales, production
and gross margin analysis by development.
• Daily cash movements are reconciled and monitored by the Finance Director. The Group’s cashflow
is also monitored monthly in comparison to budget and forecast.
The Board reviews management letters prepared by the external auditors and considers the suitability of
suggested improvements to the system of internal financial controls.
By order of the Board
S W North
Company Secretary 28 February 2006
20 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 20 Statement of Directors’ Responsibilities
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 those financial statements, the directors are required to:
• Select suitable accounting policies and then apply them consistently.
• Make judgements and estimates that are reasonable and prudent.
• State that the financial statements comply with IFRS.
• Prepare the financial statements on the going concern basis, unless it is inappropriate to presume
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 keeping proper accounting records that disclose with reasonable
accuracy at any time the financial position of the Company and the Group and enable them to ensure
that the financial statements comply with the Companies Act 1985. They are also responsible for
safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the
prevention of fraud and other irregularities.
The financial statements are also published on the Company’s website, the maintenance and integrity of
which is the responsibility of the directors. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
By order of the Board
S W North
Company Secretary 28 February 2006
21 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 21 22 Ben Bailey Plc
Independent Auditors’ Report to the Shareholders of
Ben Bailey Plc
We have audited the Group and Parent Company financial statements (the ‘‘financial statements’’)
of Ben Bailey Plc for the year ended 31 December 2005 which comprise the Consolidated Income
Statement, the Group and Parent Company Balance Sheets, the Group and Parent Company Cash
Flow Statements, the Consolidated Statement of Recognised Income and Expense and the related
notes. These financial statements have been prepared under the accounting policies set out therein.
We have also audited the information in the Directors’ Remuneration Report that is described as having
been audited.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report, the Directors’ Remuneration Report and
the financial statements in accordance with applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors’
Responsibilities.
Our responsibility is to audit the financial statements and the part of the Directors’ Remuneration
Report to be audited in accordance with relevant legal and regulatory requirements and International
Standards on Auditing (UK and Ireland). 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 part of the Directors’ Remuneration Report to be audited have been
properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation. 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 other transactions is not disclosed.
We review whether the Corporate Governance Statement reflects the company’s compliance with the
nine provisions of the 2003 FRC Combined Code specified for our review by the Listing Rules of the
Financial Services Authority, and we report if it does not. We are not required to consider whether the
Board’s statements on internal control cover all risks and controls, or form an opinion on the
effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with
the audited financial statements. The other information comprises only the Directors’ Report, the
unaudited part of the Directors’ Remuneration Report, the Financial Highlights, the Chairman’s
Statement, the Chief Executive’s Review, the Corporate Governance Statement and the other items
listed in the contents section. We consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do
not extend to any other information.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 22 23 Ben Bailey Plc
Independent Auditors’ Report to the Shareholders of
Ben Bailey Plc (continued) 
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued
by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to
the amounts and disclosures in the financial statements and the part of the Directors’ Remuneration
Report to be audited. It also includes an assessment of the significant estimates and judgments made by
the directors in the preparation of the financial statements, and of whether the accounting policies are
appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
financial statements and the part of the Directors’ Remuneration Report to be audited are free from
material misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the presentation of information in the
financial statements and the part of the Directors’ Remuneration Report to be audited.
Opinion
In our opinion: 
• the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by
the European Union, of the state of the Group’s affairs as at 31 December 2005 and of its profit
and cash flows for the year then ended;
• the Parent Company financial statements give a true and fair view, in accordance with IFRSs as
adopted by the European Union as applied in accordance with the provisions of the Companies
Act 1985, of the state of the Parent Company’s affairs as at 31 December 2005 and cash flows for
the year then ended; and 
• the financial statements and the part of the Directors’ Remuneration Report to be audited have
been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS
Regulation.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Sheffield
28 February 2006
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 23 Consolidated Income Statement
for the Year Ended 31 December 2005
Notes 2005 2004
£’000 £’000
REVENUE 1,2 103,220 81,502
Cost of sales (81,095) (56,850)
______ ______
GROSS PROFIT 22,125 24,652
Administrative expenses (6,069) (6,450)
______ ______
OPERATING PROFIT 16,056 18,202
Finance costs 5 (3,402) (1,790)
______ ______
PROFIT BEFORE TAXATION 2,6 12,654 16,412
T axation 7 (3,691) (4,640)
______ ______
PROFIT FOR THE YEAR 8 8,963 11,772
______ ______
EARNINGS PER SHARE – Basic 10 75.2p 100.0p
______ ______
EARNINGS PER SHARE – Diluted 10 74.9p 98.7p
______ ______
The results above relate wholly to continuing operations of the Group.
24 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 24 25 Ben Bailey Plc
Consolidated Statement of
Recognised Income and Expense
for the Year Ended 31 December 2005
Group
2005 2004
______ ______
£’000 £’000
Profit for the financial year 8,963 11,772
Cash flow hedges:
– fair value gains net of tax (632) -
______ ______
Net losses not recognised in
income statement (632) -
______ ______
T otal recognised income for the year 8,331 11,772
______ ______
First time adoption of IAS 39 (20)
______
11,752
______
The Parent Company has no recognised income or expense other than the profit for the year.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 25 26 Ben Bailey Plc
Balance Sheets
at 31 December 2005
Notes Group Company
2005 2004 2005 2004
______ ______ ______ ______
£’000 £’000 £’000 £’000
ASSETS
Non current assets
Property , plant and equipment 11 496 528 325 333
Investment in subsidiaries 12 - - 1,300 1,300
Deferred tax asset 7 422 88 59 35
______ ______ ______ ______
918 616 1,684 1,668
______ ______ ______ ______
Current assets
Inventories 13 112,869 83,801 - -
T rade and other receivables 14 2,348 2,513 19,677 13,309
Cash and cash equivalents - - 3 19
______ ______ ______ ______
115,217 86,314 19,680 13,328
______ ______ ______ ______
LIABILITIES
Current liabilities
Financial liabilities
Short-term borrowings 16 (10,284) (7,459) - -
Derivative financial instruments 17 (235) - - -
T rade and other payables 15 (17,766) (16,566) (352) (300)
Current tax liabilities (1,894) (2,417) (24) (11)
______ ______ ______ ______
(30,179) (26,442) (376) (311)
______ ______ ______ ______
Net current assets 85,038 59,872 19,304 13,017
Non current liabilities
Financial liabilities
Long-term borrowings 16 (44,551) (26,425) - -
Derivative financial instruments 17 (688) - - -
______ ______ ______ ______
(45,239) (26,425) - -
______ ______ ______ ______
NET ASSETS 2 40,717 34,063 20,988 14,685
______ ______ ______ ______
Shareholders’ equity
Ordinary shares 19 1,194 1,187 1,194 1,187
Share premium 22 1,883 1,827 1,883 1,827
Retained earnings 23 38,292 31,049 17,911 11,671
Other reserves 24 (652) - - -
______ ______ ______ ______
TOTAL EQUITY 25 40,717 34,063 20,988 14,685
______ ______ ______ ______
The financial statements on pages 24 to 44 were approved by the Board of Directors on 28 February 2006
and were signed on its behalf by:
B R BAILEY
Chairman
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 26 27 Ben Bailey Plc
Cash Flow Statements
for the Year Ended 31 December 2005
Group Company
2005 2004 2005 2004
______ ______ ______ ______
£’000 £’000 £’000 £’000
Cash flows from operating activities
Cash generated from operations (11,585) (9,145) 1,668 1,344
Interest received - - 60 60
Interest paid (3,246) (1,701) - -
T ax (paid)/received (4,277) (4,374) (17) 68
______ ______ ______ ______
Net cash from operating activities (19,108) (15,220) 1,711 1,472
______ ______ ______ ______
Cash flows from investing activities
Proceeds from sale of plant and equipment - 12 - -
Purchase of plant and equipment (116) (116) - -
______ ______ ______ ______
Net cash used in investing activities (116) (104) - -
______ ______ ______ ______
Cash flows from financing activities
Net proceeds from issue of ordinary share capital 63 76 63 76
Proceeds from borrowings 20,951 16,775 - -
Dividends paid to shareholders (1,790) (1,527) (1,790) (1,527)
______ ______ ______ ______
Net cash used in financing activities 19,224 15,324 (1,727) (1,451)
______ ______ ______ ______
Net increase in cash and cash equivalents - - (16) 21
Cash and cash equivalents at 1 January - - 19 (2)
Cash and cash equivalents at 31 December - - 3 19
______ ______ ______ ______
Cash generated from operations
Net profit 8,963 11,772 8,030 7,631
Adjustments for:
Tax 3,691 4,640 6 (119)
Depreciation 148 135 8 8
Interest expense 3,402 1,790 - -
Interest income - - (60) (60)
Profit on disposal of plant and equipment - - - -
Changes in working capital:
(Increase) in inventories (29,068) (29,445) - -
Decrease/(increase) in trade and other receivables 165 (1,371) (6,368) (5,951)
Increase/(decrease) in trade and other payables 1,114 3,334 52 (165)
______ ______ ______ ______
Cash generated from operations (11,585) (9,145) 1,668 1,344
______ ______ ______ ______
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 27 Notes to the Financial Statements
Year Ended 31 December 2005
28 Ben Bailey Plc
1 ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting
Standards and IFRIC interpretations as adopted by the European Union and with those parts of the
Companies Act 1985 applicable to companies reporting under IFRS. The financial statements have been
prepared under the historical cost convention. A summary of the more important Group accounting
policies is set out below, together with an explanation of where changes have been made to previous
policies on the adoption of new accounting standards in the year.
The preparation of financial statements in conformity with generally accepted accounting principles
requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Although these estimates are based on management’s best knowledge of the amount,
event of actions, actual results ultimately may differ from those estimates.
Basis of consolidation
The consolidated income statement and balance sheet include the audited financial statements of the
Company and all of its subsidiary undertakings made up to the year-end. Intra-group sales and profits
are eliminated fully on consolidation.
Revenue
Revenue, which excludes value added tax, sales between Group companies and trade discounts,
represents the invoiced value of new houses and land, less any allowances given, and relates wholly to
operations in the United Kingdom. Proceeds from the sales of part exchange houses and undeveloped
land, purchased for immediate resale are excluded from turnover.
Revenue and profits on house-building sales are recognised in the financial statements on legal
completion.
The purchase and disposal of land held for development is recognised when unconditional contracts
have been exchanged.
Property, plant and equipment
The cost of property, plant and equipment is their purchase cost, together with any incidental costs of
acquisition.
Depreciation is calculated at rates intended to write off the cost of property, plant and equipment on a
straight line basis over the expected useful lives of the assets concerned. The principal useful lives used
for this purpose are as follows:
Freehold buildings 50 years
Plant and machinery 5 to 10 years
Motor vehicles 4 years
Fixtures and fittings 2 to 5 years
Showhouse furniture 2 years
No depreciation is provided on freehold land.
Depreciation is charged on property, plant and equipment from when the asset is available for use.
Investments
Investments are shown in the balance sheet at cost less any provision for impairment which is charged
to the income statement.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 28 Notes to the Financial Statements (continued)
29 Ben Bailey Plc
Land held for development, stocks and work in progress
Land held for development, stocks and work in progress are valued at the lower of cost and net realisable
value. Cost comprises direct expenditure together with an appropriate proportion of production
overheads. The cost of land held for development is transferred into housing developments in progress
as building work on each unit commences.
Net realisable value represents the estimated amount at which stock could be realised after allowing for
costs of realisation. Provision is made, where necessary, for obsolete, slow moving and defective stocks.
Interest is written off to the income statement as incurred.
Deferred income tax
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements. However, if the deferred income tax arises from initial recognition of an asset or liability in
a transaction other than a business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using
tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are
expected to apply when the related deferred income tax asset is realised or the deferred income tax
liability is settled. 
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and
associates, except where the timing of the reversal of the temporary difference is controlled by the Group
and it is probable that the temporary difference will not reverse in the foreseeable future.
Operating leases
Leases in which a significant proportion of the risks and rewards of ownership are retained by the lessor
are classified as operating leases.
Payments made under operating leases (net of any incentives received from the lessor) are charged to the
income statement on a straight-line basis over the period of the lease.
Pensions
The Group operates a Group Personal Pension Plan, a defined contribution scheme, which was
established on 1 April 1997. Pension contributions made to this and other personal pension plans, on
behalf of employees, are charged to the income statement in the year in which the contributions become
payable.
Financial risk management
The Group’s significant debt financing exposes it to the effects of changes in interest rates. The Group
has in place a risk management programme that seeks to limit the adverse effects on the financial
performance of the Group by using financial instruments to fix interest rates.
a)  Interest rate risk
The Group has interest bearing liabilities. The Group has a policy of maintaining approximately 50% of
interest bearing liabilities at fixed rates by utilising interest rate swaps. At the year end 54.7% of interest
bearing liabilities were at fixed rates. The Group has used interest rate swaps as cash flow hedges of
future interest payments, which have the effect of increasing the proportion of fixed interest debt.
b)  Credit risk
The Group has no significant concentrations of credit risk. The Group has implemented policies that
require full settlement for the property before the property is handed over for occupation by the customers.
c)  Liquidity risk
The Group actively maintains a mixture of long-term and short-term committed facilities that are
designed to ensure the Group has sufficient available funds for operations and planned expansions.
During the year, the Group entered into a new £58 million facility expiring in May 2010, of which
£13.45m remained undrawn at the year end. In addition, there are other facilities totalling £13.5m, of
which £3.21m remained undrawn at the year-end.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 29 Notes to the Financial Statements (continued)
30 Ben Bailey Plc
Accounting for derivative financial instruments and hedging activities for the year ended
31 December 2004
Where financial instruments are used as hedges against financial risks, they are matched at their inception
to the specific exposures they are designed to reduce. Gains and losses are released to the income
statement in the same period as the income and costs of the hedged transactions. Outstanding contracts
used to hedge against items which themselves will be accounted for in the profits and losses of a future
period, are not recognised, or are deferred when they mature and are carried forward to match against
corresponding gains and losses when they occur.
Had IAS 39 ‘Financial instruments: Recognition and measurement’ been adopted for the year ended 31
December 2004, the movement in the fair value of cash flow hedges would have been reported in the
income statement as the Group had not complied with the hedge documentation criteria of IAS 39.
These fair value movements are not considered material.
Accounting for derivative financial instruments and hedging activities under IAS 39
Derivatives are initially accounted and measured at fair value on the date a derivative contract is entered
into and subsequently measured at fair value. The gain or loss on re-measurement is taken to the income
statement except where the derivative is a designated cash-flow hedging instrument. The Group
designates derivatives as a hedge of the income/cost of a highly probable forecasted transaction or
commitment (‘cash flow hedge’).
In order to qualify for hedge accounting, the Group is required to document in advance the relationship
between the item being hedged and the hedging instrument. The Group is also required to document
and demonstrate an assessment of the relationship between the hedged item and the hedging
instrument, which shows that the hedge will be highly effective on an on-going basis. This effectiveness
testing is re-performed at each period end to assess whether the hedge remains highly effective.
Gains or losses on cash flow hedges that are regarded as highly effective are recognised in equity. Where
the forecast transaction results in a financial asset or liability only gains or losses previously recognised
in equity are reclassified to profit or loss in the same period as the asset or liability affects the profit or
loss. If the forecasted transaction or commitment results in future income or expenditure, gains or losses
deferred in equity are transferred to the income statement in the same period as the underlying income
or expenditure. The ineffective portions of the gain or loss on the hedging instrument are recognised in
profit and loss.
For the portion of hedges deemed ineffective or transactions that do not qualify for hedge accounting
under IAS 39, any change in assets or liabilities is recognised immediately in the income statement.
Where a hedge no longer meets the effectiveness criteria, any gains or losses deferred in equity are only
transferred to the income statement when the committed or forecasted transaction is recognised in the
income statement. When a hedging instrument expires or is sold, any cumulative gain or loss existing in
equity at the time remains in equity and is recognised when the forecast transaction is ultimately
recognised in the income statement.
Fair value estimation
The fair value of the interest rate swaps is based on the market price of comparable instruments at the
balance sheet date if they are publicly traded.
The fair values of short-term deposits, loans and overdrafts with a maturity of less than one year are
assumed to approximate to their book values. In the case of bank loans and other loans due in more than
one year the fair value of financial liabilities for disclosure purposes is estimated by discounting the
future contractual cash flows at the current market interest rate available to the Group for similar
financial instruments.
Share based payments
The Group issues equity-settled share based payments to certain employees. In accordance with IFRS 2,
‘share based payments’, equity-settled share based payments are measured at fair value at the date of
grant, in respect of options granted after 7 November 2002 and which had not vested at 31 December
2004. The fair value determined at the grant date of the equity-settled share based payments is expensed
on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will
eventually vest.
At each balance sheet date, the entity revises its estimate of the number of options that are expected to
become exercisable. It recognises the impact of the revision of original estimates, of any, in the income
statement, and a corresponding adjustment over the vesting period.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 30 Notes to the Financial Statements (continued)
2    SEGMENTAL ANALYSIS BY CLASS OF BUSINESS
The Group’s turnover, profit before taxation and net assets relate wholly to house building in the United
Kingdom.
3   DIRECTORS’ EMOLUMENTS
Detailed disclosures of Directors’ individual remuneration (including remuneration to the highest paid
director) and share options are given in the Directors’ Remuneration Report on pages 11 to 16.
2005 2004
_____ _____
£’000 £’000
Aggregate emoluments 430 399
Adjustment to prior years’ deferred bonus under long-term incentive schemes (44) 61
Company pension contributions to personal pension plans 249 281
_____ _____
635 741
_____ _____
No share options were exercised by any of the directors during 2005.  In 2004, a gain of £111,291 was
made by a director, S W North on the exercise of his share options.
4  EMPLOYEE INFORMATION
The average number of persons (including executive directors) employed by the Group during the year, 
all of whom are engaged in the Group’s principal activities, was as follows:
2005 2004
_____ _____
Number Number
Production 166 137
Selling and administration 168 139
_____ _____
334 276
_____ _____
2005 2004
_____ _____
£’000 £’000
Staff costs (for the above persons):
Wages and salaries 8,865 7,031
Social security costs 904 722
Other pension costs (see Note 18) 664 547
_____ _____
10,433 8,300
_____ _____
Key management compensation
Salaries and short-term benefits 656 686
Adjustment to prior years’ deferred bonus under long-term incentive schemes (44) 61
Post employment benefits 267 303
Share based payments - -
_____ _____
879 1,050
_____ _____
31 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 31 Notes to the Financial Statements (continued)
5 FINANCE COSTS
Group
_________________________________
2005 2004
______ ______
£’000 £’000
Interest expense:
Interest payable on bank borrowings 2,941 1,465
Write off of facility costs of bank loan 461 325
______ ______
Finance costs 3,402 1,790
______ ______
6 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
2005 2004
______ ______
£’000 £’000
Profit on ordinary activities before taxation
is stated after charging:
Depreciation charge for the year:
Owned property, plant and equipment 148 135
Auditors’ remuneration for:
Audit (Company £3,500, 2004: £3,200) 45 42
T ax compliance 23 14
Other services to the Company and its subsidiaries 16 51
Hire of plant, equipment and vehicles - operating leases 2,697 2,262
Staff costs (note 4) 10,433 8,300
______ ______
32 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 32 Notes to the Financial Statements (continued)
33 Ben Bailey Plc
7 TAXATION CHARGE ON PROFIT ON ORDINARY ACTIVITIES
2005 2004
______ ______
£’000 £’000
Current tax:
UK corporation tax charge at an average rate of 30% (2004: 30%) 3,767 4,873
(Over) provision in respect of prior years (13) (145)
______ ______
3,754 4,728
______ ______
Deferred tax:
Origination and reversal of timing differences (63) (88)
______ ______
3,691 4,640
______ ______
The tax assessed for the period is lower (2004: lower) than the standard rate
of corporation tax in the UK (30%). The differences are explained below:
2005 2004
______ ______
£’000 £’000
Profit on ordinary activities before tax 12,654 16,412
Profit on ordinary activities multiplied by standard rate of corporation tax
in the UK of 30% (2004: 30%) 3,796 4,924
Effects of:
Expenses not deductible for tax purposes 15 49
Accelerated capital allowances and other timing differences - (59)
Adjustments in respect of previous periods (13) (145)
Benefit of small companies rate in certain subsidiaries (16) (4)
Other permanent differences (91) (125)
______ ______
T ax charge for the year 3,691 4,640
______ ______
The deferred tax asset recorded in the financial statements has arisen as follows:
Group Company
___________________ _________________
2005 2004 2005 2004
_______ ______ ______ ______
£’000 £’000 £’000 £’000
Accelerated capital allowances (42) (32) - -
Short term timing differences (380) (56) (59) (55)
_______ ______ ______ ______
(422) (88) (59) (55)  
_______ ______ ______ ______
Group Company
___________________ _________________
2005 2004 2005 2004
_______ ______ ______ ______
Deferred Tax £’000 £’000 £’000 £’000
At 1 January 2005 (88) - (35) -
Deferred tax credited to the income statement (63) (88) (24) (35)
Deferred tax credited to equity (271) - - -
_______ ______ ______ ______
At 31 December 2005 (422) (88) (59) (35)  
_______ ______ ______ ______
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 33 8 PROFIT FOR THE FINANCIAL YEAR
As permitted by Section 230 of the Companies Act 1985, the parent company’s income statement has
not been included in these financial statements. The profit for the year is made up as follows:
2005 2004
______ ______
£’000 £’000
Parent company’s profit for the financial year 8,030 7,631
Profit retained by subsidiary companies 933 4,141
______ ______
8,963 11,772
______ ______
9 DIVIDENDS
2005 2004
______ ______
£’000 £’000
Dividends on equity shares:
Ordinary – Final paid of 10.00p per share (2004: 8.00p) 1,193 939
Ordinary – Interim dividend paid of 5.00p per share (2004: 5.00p) 597 588
______ ______
1,790 1,527
______ ______
In addition, the Directors are proposing a final dividend in respect of the financial year ending 31
December 2005 of 10.00p per share, which will utilise an estimated £1,194,000 of shareholders’ funds.
It will be paid on 5 May 2006 to shareholders who are on the register at 7 April 2006.
10 EARNINGS PER ORDINARY SHARE
The calculation of earnings per share on the net basis is based on the profit for the year attributable to
ordinary shareholders of £8,963,000 (2004: £11,772,000) and on 11,926,088 (2004: 11,770,577) ordinary
shares, being the weighted average of the number of ordinary shares in issue and ranking for dividend
during the year.
Diluted earnings per share include the dilutive effect of all the ordinary shares issuable under the
Company’s Executive Share Option and SAYE schemes. Diluted earnings per share is based on the profit
for the year attributable to ordinary shareholders of £8,963,000 (2004: £11,772,000) and calculated on a
weighted  average of 11,972,636 (2004: 11,926,138) ordinary shares.
Notes to the Financial Statements (continued)
34 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 34 Notes to the Financial Statements (continued)
35 Ben Bailey Plc
11    PROPERTY, PLANT AND EQUIPMENT
Group Company
_________________________________ ________________________________
Freehold Plant Freehold Plant
Land and Vehicles and Land and Vehicles and
Buildings Equipment T otal Buildings Equipment T otal
__________ ____________ _____ __________ ____________ _____
£’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2005 402 744 1,146 402 19 421
Additions - 116 116 - - -
Disposals - (154) (154) - - -
_____ _____ _____ _____ _____ _____
At 31 December 2005 402 706 1,108 402 19 421
_____ _____ _____ _____ _____ _____
Accumulated
Depreciation
At 1 January 2005 69 549 618 69 19 88
Charge for the year 8 140 148 8 - 8
Disposals - (154) (154) - - -
_____ _____ _____ _____ _____ _____
At 31 December 2005 77 535 612 77 19 96
_____ _____ _____ _____ _____ _____
Net Book Value
At 31 December 2005 325 171 496 325 - 325
_____ _____ _____ _____ _____ _____
Group Company
_________________________________ ________________________________
Freehold Plant Freehold Plant
Land and Vehicles and Land and Vehicles and
Buildings Equipment T otal Buildings Equipment T otal
__________ ____________ _____ __________ ____________ _____
£’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2004 402 777 1,179 402 19 421
Additions - 116 116 - - -
Disposals - (149) (149) - - -
_____ _____ _____ _____ _____ _____
At 31 December 2004 402 744 1,146 402 19 421
_____ _____ _____ _____ _____ _____
Accumulated
Depreciation
At 1 January 2004 61 559 620 61 19 80
Charge for the year 8 127 135 8 - 8
Disposals - (137) (137) - - -
_____ _____ _____ _____ _____ _____
At 31 December 2004 69 549 618 69 19 88
_____ _____ _____ _____ _____ _____
Net Book Value
At 31 December 2004 333 195 528 333 - 333
_____ _____ _____ _____ _____ _____
A first fixed charge has been given over the company’s freehold land and buildings together with floating
charge over the Company’s plant, vehicles and equipment.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 35 12 INVESTMENTS IN SUBSIDIARIES
Shares
in subsidiary
companies Loans T otal
_____________ ______ ______
£’000 £’000 £’000
Company:
Cost
At 1 January 2005 and 31 December 2005 9 1,300 1,309
______ ______ ______
Provisions
At 1 January 2005 and 31 December 2005 (9) - (9)
______ ______ ______
Net Book Value
At 31 December 2005 and 31 December 2004 - 1,300 1,300
______ ______ ______
The loans to subsidiary companies comprise interest free loans made by Ben Bailey Plc to certain
subsidiaries. The loans are repayable only at the option of the subsidiaries and in the opinion of the
directors they are long term. Accordingly they have been included within investments in subsidiaries.
Details of principal subsidiary companies, both of which are incorporated in Great Britain, are as follows:
Proportion of
nominal value of
Principal Description of issued shares held by 
Name of Company Activities Shares held the company
Ben Bailey Homes Limited Residential
house builders Ordinary £1 shares 100%
Milton House Investments Limited Property investment Ordinary £1 shares 100%
13 INVENTORIES
Group Company
___________________ _________________
2005 2004 2005 2004
_______ ______ ______ ______
£’000 £’000 £’000 £’000
House building developments in progress 44,504 36,587 -  -  
Part exchange houses 4,173 1,380 -  -  
Land held for development 64,192 45,834 - -
_______ ______ ______ ______
112,869 83,801 -  -  
_______ ______ ______ ______
The whole of the Group’s inventories is held as security by the Company’s bankers.
Land held for development includes an amount of £51,810,000 (2004: £38,038,000) which, the directors
estimate will be realised in the ordinary course of business more than twelve months after the balance
sheet date.
Notes to the Financial Statements (continued)
36 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 36 Notes to the Financial Statements (continued)
37 Ben Bailey Plc
14 TRADE AND OTHER RECEIVABLES
Group Company
___________________ ___________________
2005 2004 2005 2004
______ ______ ______ ______
£’000 £’000 £’000 £’000
Amounts falling due within one year:
T rade debtors 448 473 - -
Amounts owed by group undertakings - - 18,169 12,350
Other debtors 1,531 1,687 1,475 926
Prepayments and accrued income 369 353 33 33
______ ______ ______ ______
2,348 2,513 19,677 13,309
______ ______ ______ ______
15 TRADE AND OTHER PAYABLES
Group Company
___________________ ___________________
2005 2004 2005 2004
______ ______ ______ ______
£’000 £’000 £’000 £’000
T rade payables 15,546 14,672 - -
Other taxation and social security payable 366 253 15 14
Other creditors 48 28 - -
Accruals 1,806 1,613 337 286
______ ______ ______ ______
17,766 16,566 352 300
______ ______ ______ ______
16   FINANCIAL LIABILITIES
Group Company
___________________ ___________________
2005 2004 2005 2004
______ ______ ______ ______
£’000 £’000 £’000 £’000
Current 
Bank loans and overdrafts due within one year
(secured) 10,284 7,459 - -
______ ______ ______ ______
Non Current
Bank loans and overdrafts due between two
and five years (secured) 44,551 26,425 - -
______ ______ ______ ______
The bank loans, which are all sterling based, are secured by first fixed charges over land held for
development and freehold properties, together with floating charges over the Group’s assets and book
debts.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 37 Interest rate profile
The interest rate profile of the Group’s financial liabilities, all of which are sterling denominated, at
31 December 2005 was:
T otal Floating Fixed Fixed
______ _________ ______ ______
£’000 £’000 £’000 %
Bank loans – variable 14,551 14,551 - 5.875
Bank loans – variable 10,284 10,284 - 5.75
Bank loans – fixed 30,000 - 30,000 6.575
______ ______ ______ ______
At 31 December 2005 54,835 24,835 30,000 6.23
______ ______ ______ ______
At 31 December 2004 33,884 13,884 20,000 6.04
______ ______ ______ ______
Narrative disclosures in respect of financial instruments are disclosed in the Directors’ Report on page
9 and page 4 of the Chief Executive’s Review.
Borrowing Facilities
The Group has the following undrawn committed facilities at 31 December 2005 in respect of which all
conditions precedent have been met at that date.
Floating Fixed 2005 2004
rate rate T otal T otal
________ ______ ______ ______
£’000 £’000 £’000 £’000
Expiring within 1 year 3,216 - 3,216 1,541
Expiring in more than 2 years 13,449 - 13,449 4,575
______ ______ ______ ______
16,665 - 16,665 6,116
______ ______ ______ ______
17   FINANCIAL INSTRUMENTS
Numerical financial instrument disclosures are set out below .  Additional disclosure requirements are set
out in the accounting policies relating to risk management.
Liabilities
2005 2004
______ ______
£’000 £’000
Interest rate swap – current 235 -
– non current 688 -
______ ______
923 - 
______ ______
The notional principal amount of the outstanding interest rate swap agreement at 31 December 2005 was
£30 million (2004: £20 million).
Notes to the Financial Statements (continued)
38 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 38 Notes to the Financial Statements (continued)
39 Ben Bailey Plc
At 31 December 2005 the fixed interest rate was 6.575% (2004: 5.19% to 6.74%) and floating rate of 5.75%
to 5.875%.
Fair value of financial assets and financial liabilities 
2005 2004
Book value Fair value Book value Fair value
£’000 £’000 £’000 £’000
Group
T rade and other receivables  (note 14) 2,348 2,348 2,513 2,513
T rade and other payables (note 15) (17,766) (17,766) (16,566) (16,566)
Short-term borrowings (note 16) (10,284) (10,284) (7,459) (7,459)
Long-term borrowings (44,551) (44,551) (26,425) (26,425)
2005 2004
Book value Fair value Book value Fair value
£’000 £’000 £’000 £’000
Company
T rade and other receivables  (note 14) 19,677 19,677 13,309 13,309
T rade and other payables  (note 15) (352) (352) (300) (300)
18 PENSIONS
As described in Note 1, the Group has operated a Group Personal Pension Plan with effect from 1 April
1997. Until 31 March 1997, the Group operated a defined benefit pension scheme, which has now been
wound up. Sufficient funds were available in the scheme to effect the wind-up.
The total pension cost to the Group under all pension arrangements was £664,000 (2004: £547,000).
The pension creditor at 31 December 2005 was £31,000 (2004: £29,000).
19 CALLED UP SHARE CAPITAL
Group and Company
____________________
2005 2004
______ ______
£’000 £’000
Authorised
13,900,000 (2004: 13,900,000) ordinary shares of 10p each 1,390 1,390
______ ______
Allotted, called up and fully paid
11,943,389 (2004: 11,868,389) ordinary shares of 10p each 1,194 1,187
______ ______
There are no restrictions of dividends or repayment of capital.
On 21 March 2005 the Company issued 60,000 ordinary shares of 10p each for a total cash consideration
of £54,000 under the terms of the Executive Share Option Scheme.
On 16 April 2005 the Company issued 15,000 ordinary shares of 10p each for a total cash consideration
of £8,925 under the terms of the Executive Share Option Scheme.
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 39 Notes to the Financial Statements (continued)
20 OPTIONS IN SHARES OF BEN BAILEY PLC
Executive Share Option Scheme
Under the Executive Share Option Scheme, directors and senior employees of Group Companies have
options to subscribe for ordinary shares of 10p each. Share options were exercised by seven senior
employees for 75,000 shares during the year. No options were granted in the year.  Excluding options
held by the directors, options outstanding in respect of senior employees under the share option scheme
at 31 December 2005, together with the option prices and dates, were as follows:
2005 2004 Date 
Date of Number of Number of Exercise from which Expiry
Grant Options Options Price Exercisable Date
_______ _______ _______ _______ ___________ _______
04.09.01 10,000 25,000 59.5p 04.09.04 04.09.11
19.03.02 - 60,000 90.0p 19.03.05 19.03.12
07.08.03 28,793 28,793 273.5p 07.08.06 07.08.13
19.04.04 84,168 97,351 464.0p 19.04.07 19.04.14
The mid-market share price at 31 December 2005 was 453.5p per share and the range during 2005 was
344.5p to 511.5p per share. The interests of the directors in share options are disclosed on page 15 in the
Directors’ Remuneration Report.
21    SHARE BASED PAYMENTS 
Options are granted under the Senior Executive Share Option Scheme and are exercisable at a price equal
to the average quoted market price of the Company’s shares on the date of grant. The vesting period of
the grant is 3 years. If the options remain unexercised after a period of 10 years from the date of grant, the
options expire. Options are forfeited if the employee leaves the Group before the options vest.
Options were valued using the Black-Scholes Option Pricing model. The fair value per option granted
and the assumptions used in the calculation are as follows:-
Date of Grant 07.08.2003 19.04.2004
Share price at grant date 273.5p 464.0p
Exercise Price 273.5p 464.0p
Number of employees 3 29
Shares under option 28,793 84,168
Under option vesting period (years) 3 3
Expected volatility 43% 47%
Option life (years) 10 10
Expected life (years) 3 3
Risk Free Rate 5.0% 5.0%
Expected dividends expressed as a dividend yield 3.3% 3.3%
Possibility of ceasing employment before vesting nil nil
Expectations of meeting performance criteria 90% 90%
Fair value per option 94.7p 172.8p
Expected volatility was determined by calculating the historical volatility of the Group’s share price over
the previous 3 years.
The expected life used in the model has been adjusted, based on management’s best estimates, for the
effect of non-transferability exercise restrictions and behavioural considerations.
40 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 40 Notes to the Financial Statements (continued)
A reconciliation of option movements in the year to 31 December 2005 is as follows:-
2005 2004
Weighted Weighted
average average
exercise exercise
Number price (p) Number price (p)
Outstanding at
1 January 219,925 291 245,078 88
Granted - - 106,132 464
Forfeited (13,183) (464) --
Exercised (75,000) (84) (131,285) (58)
________ ________ ________ ________
Outstanding at 31 December 131,742 392 219,925 291
________ ________ ________ ________
22 SHARE PREMIUM ACCOUNT
Group and Company £’000
At 1 January 2004 1,764
Premium on shares issued under the Senior Executive Share Option
Scheme 63
______
At 31 December 2004 1,827
Premium on shares issued under the Senior Executive Share Option
Scheme 56
______
At 31 December 2005 1,883
______
23   RETAINED EARNINGS
Group Company
_______ ________
£’000 £’000
At 1 January 2005 31,049 11,671
Profit for the year 8,963 8,030
Dividends paid (Note 9) (1,790) (1,790)
Share options:  value of employee service 70 -
_______ ________
At 31 December 2005 38,292 17,911
_______ ________
Group Company
_______ ________
£’000 £’000
At 1 January 2004 20,749 5,567
Profit for the year 11,772 7,631
Dividends paid (Note 9) (1,527) (1,527)
Share options:  value of employee service 55 -
_______ ________
At 31 December 2004 31,049 11,671
_______ ________
41 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 41 24 OTHER RESERVE
Group
Hedging
reserve
________
£’000
At 1 January 2004 and 1 January 2005 -
Adoption of IAS 39 (20)
Cash flow hedges: fair value gains net of tax (632)
________
At 31 December 2005 (652)
________
25 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
Share Retained Hedging
Group Share Capital Premium Earnings Reserve Total
______ ______________ __________ _________ ________ _____
£’000 £’000 £’000 £’000 £’000
At 1 January 2004 1,174 1,764 20,749 - 23,687
Net profit - - 11,772 - 11,772
Share options
- proceeds from shares issued 13 63 - - 76
- value of employee  services - - 55 - 55
Dividends - - (1,527) - (1,527)
______ ______ ______ ______ ______
At 31 December 2004 1,187 1,827 31,049 - 34,063
______ ______ ______ ______ ______
Adoption of IAS 39 - - - (20) (20)
Net profit - - 8,963 - 8,963
Share options
- proceeds from shares issued 7 56 - - 63
- value of employee services - - 70 - 70
Dividends - - (1,790) - (1,790)
Cash flow hedges:
- fair value gains net of tax - - - (632) (632)
______ ______ ______ ______ ______
At 31 December 2005 1,194 1,883 38,292 (652) 40,717
______ ______ ______ ______ ______
Share Retained
Company Share Capital Premium Earnings Total
_________ ______________ __________ _________ _____
£’000 £’000 £’000 £’000
At 1 January 2004 1,174 1,764 5,567 8,505
Net profit - - 7,631 7,631
Share options
- proceeds from shares issued 13 63 - 76
Dividends - - (1,527) (1,527)
______ ______ ______ ______
At 31 December 2004 1,187 1,827 11,671 14,685
______ ______ ______ ______
Net profit - - 8,030 8,030
Share options
- proceeds from shares issued 7 56 - 63
Dividends - - (1,790) (1,790)
______ ______ ______ ______
At 31 December 2005 1,194 1,883 17,911 20,988
______ ______ ______ ______
42 Ben Bailey Plc
Notes to the Financial Statements (continued)
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 42 Notes to the Financial Statements (continued)
26 OPERATING LEASE COMMITMENTS
At 31 December 2005 the Group had annual commitments under non-cancellable operating leases for
plant, equipment and vehicles as follows:
Group Company
2005 2004 2005 2004
______ ______ ______ ______
£’000 £’000 £’000 £’000
Expiring within one year 55 21 - -
Expiring between two and five years 126 182 18 18
______ ______ ______ ______
181 203 18 18
______ ______ ______ ______
27 CONTINGENT LIABILITIES
The Group has entered into performance guarantees in the normal course of business which at 31
December 2005 amounted to £4,065,426 (2004: £4,073,754).
The Company, jointly and severally with other Group companies, has given a multilateral guarantee to
its bankers in connection with loan and overdraft facilities. At 31 December 2005 the Company was
contingently liable under these arrangements in respect of the net bank loans and overdrafts of group
companies amounting to £54,835,000 (2004: £33,884,000).
In the opinion of the directors, no loss will arise in respect of any of the above matters.
28 RELATED PARTY TRANSACTIONS
During the year transactions between Ben Bailey Plc and its subsidiaries, which comprise management
and rental charges were as follows:-
Y ear ended Amounts owed by subsidiaries
31 December 31 December 31 December 31 December
2005 2004 2005 2004
_______ ________ ________ ________
£000 £000 £000 £000
Subsidiary Company
Ben Bailey Homes Ltd 945 1,075 17,794 11,994
Milton House Investments Ltd 10 10 375 356
_______ ________ ________ ________
955 1,085 18,169 12,350
_______ ________ ________ ________
43 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 43 Notes to the Financial Statements (continued)
29 RECONCILIATION OF EQUITY AND PROFIT UNDER UK GAAP TO IFRS
The Group reported under UK GAAP in its previously published financial statements for the year ended
31 December 2004. The analysis below shows a reconciliation of equity and profits as reported under
UK GAAP as at 31 December 2004 to the revised equity and profits under IFRS as reported in these
financial statements.
Group Company
Year ended Year ended
31 December 2004 31 December 2004
______ ______
Reconciliation of Profits after tax £’000 £’000
Profit after tax reported under UK GAAP 11,827 8,131
Share options:  value of employee service (55) -
______ ______
Profit after tax reported under IFRS 11,772 8,131
______ ______
Group Company
______ ______
Reconciliation of equity £’000 £’000
Shareholders’ equity at 1 January 2004
reported under UK GAAP 22,748 15,066
Dividends 939 (6,561)
Shareholders’ equity at 1 January 2004
______ ______
under IFRS 23,687 8,505
______ ______
Shareholders’ equity at 31 December 2004
reported under UK GAAP 32,876 21,498
Dividends 1,187 (6,813)
Shareholders’ equity at 31 December 2004 
______ ______
under IFRS 34,063 14,685
______ ______
Explanation of reconciling items between UK GAAP and IFRS
Under UK Company law, companies were required to provide for their final dividend in their closing
balance sheet and in advance of the dividend being declared and approved by the Annual General
Meeting. Under IAS 10, ‘Events after the balance sheet date’, the dividend did not represent a liability.
At 31 December 2004 accrued dividends of £1,187,000 were removed from other liabilities.
In the parent company an adjustment of £8,000,000 was made to amounts owed by Group undertakings
in respect of dividends receivable from subsidiary companies.
Under IFRS 2 a charge is required for all share-based payments including share options. The charge in
the income statement is based on the fair value of the options at grant date. Under UK GAAP , the profit
and loss charge, if any, is based on the difference between the exercise price and the market price on the
date of issue. In the year ended 31 December 2004, a charge of £55,000 was required under IFRS 2.
There is no impact on net assets.  
The adjustments set out above are those that were included in the 2005 interim financial statements sent
to shareholders in August 2005.
44 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 44 Unaudited Five Year Financial Summary
Y ear Ended 31 December
2001 2002 2003 2004 2005
As As As As
restated restated restated restated
______ ______ ______ ______ ______
£’000 £’000 £’000 £’000 £’000
Units sold 429 405 450 527 686
______ ______ ______ ______ ______
T urnover 40,698 49,201 62,774 81,502 103,220
______ ______ ______ ______ ______
Operating profit 3,466 8,078 13,723 18,202 16,056
Net interest payable (713) (568) (846) (1,790) (3,402)
______ ______ ______ ______ ______
Profit before taxation 2,753 7,510 12,877 16,412 12,654
T ax on ordinary activities (839) (2,211) (3,906) (4,640) (3,691)
______ ______ ______ ______ ______
Profit for the financial period 1,914 5,299 8,971 11,772 8,963
______ ______ ______ ______ ______
Net assets employed
Non current assets 557 496 559 616 918
Net current assets 9,477 13,998 36,527 59,872 85,038
______ ______ ______ ______ ______
10,034 14,494 37,086 60,488 85,956
Non current liabilities (948) - (13,399) (26,425) (45,239)
______ ______ ______ ______ ______
Net assets 9,086 14,494 23,687 34,063 40,717
______ ______ ______ ______ ______
Ratios
Operating margin 8.52% 16.42% 21.86% 22.33% 15.55%
Return on capital employed 22.91% 47.39% 71.44% 44.61% 23.63%
Earnings per share – basic 18.18p 49.27p 79.24p 100.01p 75.15p
Earnings per share – diluted 18.07p 48.34p 77.38p 98.71p 74.86p
Dividend per share 3.00p 5.10p 9.00p 13.00p 15.00p
Dividend cover (times) 6.06p 9.66p 8.80 7.69p 5.00p
Interest cover (times) 4.86p 14.22p 16.22p 10.16p 4.72p
Net asset value per share 86.28p 131.05p 201.81p 287.00p 340.91p
______ ______ ______ ______ ______
The results above have been prepared under IFRS.
45 Ben Bailey Plc
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 45 46 Ben Bailey Plc
NOTICE IS HEREBY GIVEN that the SIXTIETH ANNUAL GENERAL MEETING of the
Company will be held at the Holiday Inn (formerly the Doncaster Moat House Hotel), Warmsworth,
Doncaster DN4 9UX on 28 April 2006 at 12 noon to transact the following business:
ORDINARY BUSINESS
1 T o receive and adopt the Report of the Directors and Financial Statements and the Auditors’ Report
for the year ended 31 December 2005.
2 T o approve the Directors’ Remuneration Report for the year ended 31 December 2005.
3 T o declare the dividend recommended by the directors.
4 T o re-elect Mr S W North as a director.
5 T o re-elect Mr A M Peacock as a director.
6 T o consider and if thought fit to pass the following resolution to re-elect Mr B Leesing as a director,
special notice having been given pursuant to sections 293 and 379 of the Companies Act 1985 of
the intention to propose the following resolution as an ordinary resolution:
THAT Mr B Leesing, who has attained the age of 70, be re-elected as a director.
7 To re-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
8 T o consider and if thought fit to pass the following resolution as a special resolution:
THAT the directors be and are hereby generally empowered pursuant to Section 95 of the
Companies Act 1985 (the “Act”) to allot equity securities (within the meaning of Section 94 of the
Act) for cash pursuant to the authority conferred by the resolution under Section 80 of the Act
passed at the annual general meeting of the Company held on 2 May 2003 as if sub-section (1) of
Section 89 of the Act did not apply to any such allotment PROVIDED THAT this power shall be
limited to:
(a) the allotment of equity securities in connection with an offer (whether by way of a rights issue,
open offer or otherwise) to holders of ordinary shares in the capital of the Company in
proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them,
subject to such exclusions or other arrangements as the directors may deem necessary or
expedient for the purpose of dealing with fractional entitlements or any legal or practical
problems under the laws of any territory or the requirements of any regulatory body or stock
exchange in any territory; and 
(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an
aggregate nominal value of £59,717;
and this authority shall expire on the earlier of the date fifteen months from the date of the passing
of this resolution and the conclusion of the next annual general meeting of the Company held after
the passing of this resolution SAVE THAT the Company may before such expiry make an offer or
agreement which would or might require equity securities to be allotted after such expiry and the
directors may allot equity securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired. This power applies in relation to a sale of shares which is an
allotment of equity securities by virtue of section 94 (3A) of the Act as if in the first paragraph of this
resolution the words “pursuant to the authority conferred by the resolution under Section 80 of the
Act passed at the annual general meeting of the Company held on 2 May 2003” were omitted.
Notice of Meeting
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 46 47 Ben Bailey Plc
Notice of Meeting (continued)
9 T o consider and if thought fit to pass the following resolution as a special resolution:
THAT the Company be and is hereby granted general and unconditional authority to make market
purchases (within the meaning of Section 163 of the Companies Act 1985) of the ordinary shares of
10 pence each in its capital PROVIDED THAT:
(i) this authority shall be limited so that the number of ordinary shares of 10 pence each which may
be acquired pursuant to this authority does not exceed an aggregate of 1,194,339 ordinary shares
and shall expire on the earlier of the conclusion of the next annual general meeting of the
Company in 2007 or 28 October 2007; and
(ii) the maximum price which may be paid for an ordinary share shall not be more than 5% above
the average of the middle market quotations for an ordinary share as derived from the London
Stock  Exchange Daily Official List for the five business days immediately preceding the date on
which the purchase is made and the minimum price which may be paid for an ordinary share
shall be 10 pence in each case exclusive of expenses.
10 T o consider and if thought fit to pass the following resolution as a ordinary resolution:
THAT the proposed annual and long-term bonus scheme (“the Scheme”), a copy of the Rules of
which are laid before the meeting and have been initialled by the Chairman for the purposes of
identification (and a summary of the principal terms of which is set out in the Appendix to the 2005
Report and Accounts), be and is hereby approved and adopted and the directors of the Company be
authorised to do all acts and things which may consider necessary or expedient for implementing the
Scheme (including amendment of the Rules).
Notes:
1 A member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a
poll, vote instead of him. A proxy need not be a member of the Company.
2 T o be valid, the form of proxy must be deposited at the registered office of the Company not later than
48 hours prior to the annual general meeting (or any adjourned meeting). The completion and return
of a form of proxy will not prevent a shareholder from attending the meeting and voting in person.
3 In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those
members entered on the Company’s Register of Members not later than 12 noon on 26 April 2006 or,
if the meeting is adjourned, shareholders entered on the Company’s Register of Members not later
than 48 hours before the time fixed to the adjourned meeting shall be entitled to attend and vote at the
meeting.
4 The following information is available for inspection during normal business hours at the registered
office of the Company (excluding weekends and public holidays). It will also be available for inspection
at the place of the annual general meeting from 11.45 am on the day of the meeting until the conclusion
of the meeting:
a) the register of interests of directors and their connected persons in the share capital of the Company;
b) copies of the directors’ service contracts.
By order of the Board Registered Office
Elizabeth House
Cliff Street
Mexborough
South Yorkshire
S64 9HQ
S W North
Company Secretary 28 February 2006
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 47 48 Ben Bailey Plc
The Company intends to extend the cash award scheme for its executive directors which provides annual and long-term bonuses
for a further period of three years. The principal terms are as follows:
1 At the discretion of the Remuneration Committee of the Company (the Remuneration Committee), an award may be made
to any executive director in respect of the three year period ending on 31 December 2008.
2 An award will entitle the executive director to:
2.1 A discretionary annual bonus based upon the achievement of certain financial and operational targets set by the
Remuneration Committee. The amount of such bonus shall not exceed 20% of the executive directors’ basic salary for
the year.
2.2 A long-term cash bonus, payable after the announcement by the Company of its results for the accounting period to 31
December 2008, equal to a certain percentage of the executive directors’ average basic salary for the three year period to
31 December 2008, that percentage being equal to three times the amount by which the average percentage increase in
the Company’s earnings per share for the three year period exceeds the average percentage increase in the Retail Price
Index plus 3% for the same period, less the amounts of the annual bonuses (if any) paid as mentioned in 2.3 and 2.4
below. The maximum amount payable may not exceed three times the executive directors’ average basic salary for the
three year period.
2.3 The annual bonus for the accounting period ended 31 December 2006 to be paid after the announcement by the
Company of its final results for that year. The amount of the annual bonuses will be 60% of the executive directors’ basic
salary for the accounting period multiplied by the percentage by which the Company’s earnings per share for the year
ended 31 December 2006 exceeds 75.2p. The percentage bonus payable will be reduced by the percentage increase in
the Retail Price Index for the same period plus 3%. The bonus so calculated shall be reduced by the amount of any bonus
awarded under 2.1 above.
2.4 An annual bonus for the accounting period ended 31 December 2007 to be paid after the announcement by the
Company of its final results for that year. The amount of the annual bonuses will be 60% of the executive directors’ basic
salary for that accounting period multiplied by the percentage by which the Company’s increase in earnings per share
for that period exceeds the percentage increase in the Retail Price Index for the same period plus 3%. The bonus so
calculated shall be reduced by the amount of a bonus awarded under 2.1 above.
For this purpose, earnings per share means the Company’s earnings per share as shown in the audited accounts of the
Company for the relevant accounting period subject to such adjustments as the Remuneration Committee deems appropriate
to take account of variations in the Company’s share capital, exceptional items and disposals of shares or assets by the
Company.
3 In the event that any of the executive directors ceases to be an executive director of the Company before the end of the three
year period:
3.1 He may retain any annual bonus which has already been paid. Where he leaves after the end of an accounting period but
before the Company has announced its final results for that year, he will be entitled to the payment which he would
have received once that announcement has been made had he remained as an executive director.
3.2 The Remuneration Committee will determine whether the executive director shall be entitled to any payment in respect
of the accounting period in which he ceases to be employed, but this shall not exceed the amount which he would have
received for that accounting period had he remained an executive director throughout, reduced pro rata by reference to
his period of service in that accounting period.
4 If an executive director is appointed during an accounting period, he will be entitled to join the scheme with effect from the
beginning of the next accounting period.  At the discretion of the Remuneration Committee, he may be paid a bonus in
respect of the accounting period in which he joins, but not in excess of the amount of the annual bonus he would have
received for that period had he been appointed at the beginning of that accounting period, reduced pro rata to reflect his
period of service.
5 In the event of a takeover of the Company during any accounting period, a pro-rata share of the award which would otherwise
have been payable for that accounting period, based on the number of days from 1 January in that accounting period to the
date of change of control, will be payable. In this event earnings per share (for the purposes of calculating the amount of
bonus) will be determined by reference to the latest available management accounts.
6 Any cash award which is payable will not be pensionable.
7 The rules of the scheme may be amended by the Remuneration Committee as it thinks fit, but certain amendments cannot
be made without shareholder approval, being to the class of participants, the method of calculating the amount of an award
and the performance targets (in the latter case if it would be beneficial to the participants). However, minor amendments to
benefit the administration of the scheme, to take account of a change in legislation or to obtain or maintain favourable tax,
exchange control or regulatory treatment for participants in the Scheme or for the Company or any company within the Ben
Bailey Group may be made without further shareholder approval.
Appendix
SUMMARY OF PROPOSED ANNUAL AND LONG-TERM BONUS SCHEME
60227 Ben Bailey 07-40  24/2/06  11:37 am  Page 48