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NOBLE INVESTMENTS (UK) PLC

ANNUAL REPORT FOR THE YEAR ENDED

31 AUGUST 2006

Directors and Advisers.............................................................................................................................................................................................................................. 1

Chairman’s Statement.............................................................................................................................................................................................................................. 2

Managing Director’s Review .................................................................................................................................................................................................................. 3

Directors’ Report for the year ended 31 August 2006 .............................................................................................................................................................. 5

Remuneration Report for the year ended 31 August 2006 ...................................................................................................................................................... 9

Independent Auditors’ Report to the members of Noble Investments (UK) plc .......................................................................................................... 12

Consolidated Profit and Loss Account for the year ended 31 August 2006 .................................................................................................................. 13

Balance Sheets as at 31 August 2006 ............................................................................................................................................................................................ 14

Consolidated Cash Flow Statement for the year ended 31 August 2006 ...................................................................................................................... 15

Accounting Policies.................................................................................................................................................................................................................................. 16

Notes to the Financial Statements for the year ended 31 August 2006 ........................................................................................................................ 18

Notice of Meeting.................................................................................................................................................................................................................................... 28

Contents

Noble Investments (UK) plc Annual Report 2006

Front illustration:Edward III Double Leopard 1344.

One of only three known in existence.

Directors

N Bonham Non-Executive Chairman

I G Goldbart Managing Director

D G Loulakakis Executive Director

S J Mollekin Finance Director (appointed 12 September 2005)

J H J Allen Non-Executive Director

R K McDonald Non-Executive Director

A H E Baldwin Non-Executive Director (appointed 28 November 2005)

SecretaryS J Mollekin

Registered number4075304

Registered office BrokerBarton Hall KBC Peel Hunt Ltd Hardy Street 111 Old Broad StreetEccles LondonManchester EC2N 1PHM30 7WJ

Independent auditors Nominated AdviserCarter Backer Winter KBC Peel Hunt LtdEnterprise House 111 Old Broad Street21 Buckle Street LondonLondon EC2N 1PHE1 8NN

Principal bankers RegistrarNational Westminster Bank Plc Capita RegistrarsCavell House Woodsome Park2a Charing Cross Road Fenay BridgeLondon HuddersfieldWC2H 0NN HD8 0LA

Directors and Advisers

Noble Investments (UK) plc

1

The period under review has seen the transformation of the

Group through the acquisitions of A H Baldwin & Sons Limited

and Baldwin’s Auctions Limited in November last year.

Financial Overview

The year has seen dramatic progress in the evolution of the

Group’s results. The continuing operations figures, for both

turnover and operating profit, are not meaningful as the

activities of the Group carried out prior to the acquisition

of the Baldwin companies were merged in their entirety with

the activities of the Baldwin companies immediately

upon acquisition.

Acquisitions

On 28 November 2005 the Company acquired the entire issued

share capitals of A H Baldwin & Sons Limited and Baldwin’s

Auctions Limited for aggregate consideration of £4,285,000.

In the period since the acquisitions were completed, the

priority for the Group was to merge the activities of Noble

with the activities of the Baldwin’s companies with as

little disruption as possible. On 1 March 2006, the activities

of Baldwin’s Auctions Limited were transferred to A H Baldwin

& Sons Limited although the trading style of Baldwin’s

Auctions was retained. Noble’s stringent financial reporting

and controls have been successfully introduced into the

Baldwin companies.

Dividend

As announced on 30 March 2006 the Company received court

approval for the cancellation of its share premium account

which resulted in the elimination of the deficit on its profit and

loss account. It is therefore proposed to pay a final dividend in

respect of the current year ending 31 August 2006 of 1p per

share which, subject to shareholder approval, will be paid on

10 January 2007 to all shareholders on the register on

1 December 2006. We intend to review the dividend policy at

the half year stage.

Board

Stuart Mollekin was appointed part-time Finance Director

on 12 September 2005 and Edward Baldwin was appointed a

Non-Executive Director, following the acquisition of the

Baldwin companies, on 28 November 2006. I would like to

thank Stuart for his tireless efforts in the lead up to the

acquisition and also in the successful computerisation of

Baldwin’s accounting systems following the acquisition.

My thanks also go to my deputy, Jasper Allen, and finally to

Ian Goldbart who has driven the Group forward with passion

and great success over the last 12 months.

Prospects

The Board is satisfied that a firm base has been established

over the last year for the development of the Group to

continue. The Directors look to the future with confidence.

Nicholas Bonham

Non-executive Chairman

1 November 2006

Chairman’s Statement

Annual Report 2006

Ancient Rome,Constantine the Great 307 - 337,Solidus

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I am pleased to be able to report that significant progress has

been made since the Company’s interim results.

Following the acquisition of the Baldwin companies in

November last year and the subsequent business

development, the Group is now considered one of the leading

numismatic firms in the UK. Under the historic Baldwins brand,

we have firmly established the business as a major house for

trading coins and a significant force amongst coin, token and

medal auctioneers. During the period under review, we

produced 15 auction catalogues and held auctions in London,

New York and Hong Kong.

With the merger of Noble and Baldwin’s now complete, we

offer a complete range of coins from under £20 to over

£200,000. This range spans nearly 2,500 years and covers coins

minted throughout the world. We have coin specialists in

Ancient Greek, Roman and Byzantine, English, European,

Russian, Middle Eastern and Far Eastern. In addition we employ

specialists in tokens and medals.

As recently quoted in The Antiques Trade Gazette, this makes

Baldwins ‘one of the most diversified coin dealers in the world’.

Financial results

Full year turnover increased 302% to £7,426,000 from

£1,845,000 last year. Operating profits before exceptional costs

and negative goodwill amortisation increased 764% to

£1,028,000 from £119,000 last year.

The gross profit margin has increased since last year due to the

inherently higher margins enjoyed from sales out of Baldwin’s

vast stock of coins, much of which has lain untouched

for decades, and also from the auctioneering section of

the business. Overheads have increased, principally as

employees have risen from 3 at the end of last year to 13

at 31 August 2006.

Adjusted earnings per share increased by 204% to 6.21p from

2.04p with adjusted diluted earnings per share also increasing

by 204% to 5.78p from 1.90p.

As at 31 August 2006 the Company had £3,136,000 in cash and

a strong un-geared balance sheet, including our freehold

property, totalling £7,424,000.

Auctions

It has been our intention, since purchasing the business in

November 2005, to build up the value per lot sold and thus the

total realised value of each auction we hold. I am pleased to say

the Antiques Trade Gazette latest table (14 October 2006) lists

Baldwin’s as top of the table for coin sales over the important

COINEX month of September.

The calendar year started with a very successful New York

auction including what is believed to be, the largest auction

held of important Russian coins to date.

In May 2006 Baldwin’s held a three day auction attracting

695 different bidders with 468 being successful bidders, both

figures being up by more than 50% on the last London auction

in October 2005. This auction realised £1,192,226 (including

buyer’s premium) with items selling for 16% over the

pre-sale estimate.

The three day sale contained almost 3,000 lots of extremely

high quality material with a broad price range.

For the first time, Baldwin’s made use of the power of

the internet and invited the Antiques Trade Gazette to set up their

brand new live bidding programme in the auction room. Almost

100 bidders were registered for live bidding and at one time over

50 were viewing the auction and bidding.

The auction division continues to grow. During the year under

review, we held one New York sale comprising of three separate

auction catalogues, one Hong Kong auction, two Baldwin’s

auctions comprising six catalogues, one Islamic auction and

two St James’s auctions. We also produced two smaller

catalogues under our Argentum brand comprising lower value

coins, medals and tokens.

Numismatic investment management

As announced earlier this year, Noble was appointed as

numismatic advisor to AVARAE Global Coins plc. AVARAE has been

formed to achieve long term capital growth through the

purchase, holding and sale of coins from around the world.

AVARAE was admitted to AIM in May 2006 and initially

raised £5 million on the flotation and it was particularly

Managing Director’s Review


Ancient Greece,Corinth 350 BC

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pleasing to see that Merrill Lynch subsequently subscribed

£1.1 million for nearly 15% of the enlarged share capital on

behalf of two of their pension fund clients.

This venture should allow Noble to progressively build up a

recurring stream of income through a 1.5% annual management

fee. Noble is also entitled to additional transaction fees and to

participate in profits, through a performance fee, if returns

exceed 10% per annum. The appointment as advisor to the fund

should also strengthen Noble’s position in the global coin

market. The first fund has been specifically designed to be a

global coin fund although it is envisaged that further coin funds,

with emphasis on more specific regions of the world, will follow

during the coming year.

Website

The website traffic continues to grow albeit from a very low base.

The number of visits per day has risen to just under 100 with

unique visitors per month up to 1,360 in August 2006. In the

period of January to August 2006 the website had 1.2m hits.

At present it appears that the website is being used mainly

by collectors to obtain our future auction details, download future

auction catalogues or to view coins for sale and then to call in

person or by phone to further their enquiry about specific coins.

We are currently exploring ways of increasing the traffic and

purchases made through the website.

Rare Books and publications

With the recent appointment of Douglas Saville (ex Spink

director) as part time consultant and the full time

appointment of an assistant, we now intend to develop a

second leg to the business. Baldwin’s already stock a small

number of publications for resale and own a significant

library of rare numismatic books, so it seems only natural

to expand this quasi department by taking on a full

time employee to work with Douglas Saville. It will take time to

build this department but we believe the fact that Baldwin’s

can trace its numismatic roots back to 1872 and is already

a well established and reputable dealer, will lend credence to

the department.

Information technology

Significant time and effort has been given to updating the

outdated IT systems found at the time of the takeover. The two

websites have been merged although further developments

are still ongoing. In addition, an appropriate networked mail

server system and stock control and invoicing system have

been implemented.

Employees

Following the acquisition of the Baldwin companies, the

Group boasts an impressive senior management team and

consultants, in addition to the plc directors, including Andre de

Clermont, Seth Freeman, Steve Hill, Dr. Eleni Papaefthymiou,

Douglas Saville and Tim Wilkes.

The success of the Group is ultimately dependent on the skill

and dedication of its staff and I would like to thank all of our

employees for their contribution and efforts during the year.

Current trading

The new financial year has started well with a series of

significant September auctions and the London Coinex and

Munich fairs. We have further coin fairs in London, Berlin and

Frankfurt in the coming months before preparing for our

January 2007 New York auctions and coin fair.

The worldwide market for coins remains significant and we

feel there is plenty of scope to expand the business both

organically and through selective acquisition.

Ian Goldbart

Managing Director

1 November 2006

Annual Report 2006

Ancient Greece,Perseus, Tetradrachm

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The Directors have pleasure in presenting their annual report

and the audited financial statements of the Company and the

Group for the year ended 31 August 2006.

Principal activities

The Group’s principal activity is that of a trader and auctioneer

of rare coins and other collectibles.

Review of business and future developments

A review of the Group’s trading during the year and of its

prospects for the current financial year are contained in the

Chairman’s Statement on page 2 and Managing Director’s

Review on pages 3 and 4.

Acquisitions

Details of acquisitions made in the year are contained in

note 12 to the financial statements and are reported on in the

Chairman’s Statement on page 2 and Managing Director’s

Review on pages 3 and 4.

Results and dividends

The Group’s profit for the financial year amounted to £829,000

(2005: £89,000), as set out in the consolidated profit and loss

account on page 13.

The Directors are recommending the payment of a final

dividend in respect of the year ended 31 August 2006 of 1p per

share (2005: £nil). A resolution concerning this matter is

included in the Notice of Annual General Meeting on pages 28

and 29.

Share capital

Details of the authorised and issued share capital of the

Company, and changes during the year are shown in note 18

to the financial statements.

Directors

The Board of Directors at the date of this report comprised the

three executive Directors; Ian Goldbart, Dimitri Loulakakis and

Stuart Mollekin, and the four Non-Executive Directors;

Nicholas Bonham, Jasper Allen, Kean McDonald and Edward

Baldwin. All of the Directors served throughout the year

with the exception of Stuart Mollekin and Edward Baldwin,

who were appointed Directors on 12 September 2005 and

28 November 2005 respectively.

Brief biographical details of the Directors of the Group are

as follows:

Ian Goldbart, aged 43. Managing Director.

Ian has been a collector of coins for over 25 years concentrating

on the English gold and silver milled sector. During this period

he built up a network of contacts with many of the major

numismatic firms throughout the world. He launched Noble

Investments (UK) plc in 2003 and became full time Managing

Director upon completion of the acquisition of the Baldwin

companies on 28 November 2005. Prior to this he was a

partner of stockbrokers Townsley & Co until it was acquired by

Bank Insinger de Beaufort in 1999 at which time he was

appointed a Director of Institutional Sales.

Dimitri Loulakakis OSJ (Malta), aged 72. Executive Director.

Dimitri Loulakakis has a wealth of experience in the

numismatic field where he has built a worldwide network of

professional contacts and relationships over the past 40 years.

He is a consultant and buyer for the National Greek Numismatic

Museum and also for the Greek Ministry of Culture.

Stuart Mollekin, aged 46. Finance Director.

Stuart Mollekin has occupied senior financial positions in a

number of private and public companies over the last twenty

years, principally in the manufacturing sector. In addition to his

role in Noble, he is also finance director of CBG Group plc and

Penmc plc.

Nicholas Bonham, aged 58. Non-Executive Chairman.

Nicholas Bonham was formerly managing director and deputy

chairman of Bonhams, the 210 year-old firm of International

fine art auctioneers. He is regarded as one of the most

experienced auctioneers in the country as well as possessing a

deep understanding of the Fine Art and Collectibles market.

Jasper Allen, aged 55. Non-Executive Director

and Deputy Chairman.

Formerly a member of the London Stock Exchange, he

was a director of English Trust Group Limited, which was

Directors’ Reportfor the year ended 31 August 2006


Ancient Greece,Philip II, father of Alexander the Great,Tetradrachm

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acquired by the Insinger de Beaufort group in May 2001. He is

a director of Insinger de Beaufort, the former Nominated

Adviser and Broker to the Company and holds a number of

other non-executive directorships.

Kean McDonald, aged 43. Non-Executive Director.

Kean McDonald is a director of Texas Holdings Limited,

a private venture capital firm, and has a diversified business

background including engineering and property through his

involvement on the boards of public and private companies.

Edward Baldwin, aged 57. Non-Executive Director.

Edward Baldwin joined A H Baldwin & Sons Limited

following his graduation from Edinburgh University in 1970,

and specialised in trading foreign coins. He became a

director in 1975, Company Secretary in 1980 and Managing

Director in 1996. He founded Baldwin’s Auctions Limited

in 1994.

The Articles of Association require that all Directors whose

appointments have not been approved by shareholders of

the Company in general meeting must retire and, if eligible,

offer themselves for reappointment. Accordingly, Stuart

Mollekin retired at the Annual General Meeting (“AGM”)

held on 28 November 2005 and was duly re-elected. Edward

Baldwin will retire at the forthcoming AGM and, being eligible,

offers himself for reappointment.

In accordance with the Articles of Association, at each

AGM one third, or as nearly as possible, of the Directors

retire by rotation and all Directors must be re-elected at

intervals of not more than three years in accordance with

the principles of the Combined Code of Corporate

Governance. Accordingly, Kean McDonald retired at

the AGM held on 28 November 2005 and, being eligible,

offered himself for reappointment and was duly re-elected.

Dimitri Loulakakis (aged 72) and Jasper Allen will retire at

the forthcoming AGM and, being eligible, offer themselves

for reappointment.

Charitable and political donations

The Group made charitable donations during the year

amounting to £50 (2005: £nil). The Group made no political

donations (2005: £nil).

Substantial shareholders

As at 1 November 2006 the Company has been notified

of the following interests in shares amounting to 3% or more of

the issued ordinary share capital of the Company.

Number of Percentage ofordinary issued share

shares capital

J P D Geertman 2,403,500 16.02%

Cantor Fitzgerald Europe 1,790,000 11.93%

I G Goldbart 1,290,000 8.60%

Allianz Cornhill Insurance Plc 1,066,500 7.11%

Star Asset Management 741,259 4.94%

R K McDonald 739,898 4.93%

Equity Special Situations Limited 738,500 4.92%

Jon Olafsson 644,136 4.29%

The holding of Kean McDonald includes 216,998 shares held by

Texas Holdings Limited, shares of which are held by a trust of

which he is a trustee.

Employees

The Group places considerable value on the involvement of its

employees in order that they are kept informed of matters

affecting them and the Group is committed to improving

the performance of all employees through appropriate

development and training.

The Group is an equal opportunities employer. The Group’s

policies seek to promote an environment free from

discrimination, harassment and victimisation, and to ensure

that no employee or applicant is treated less favourably on the

grounds of gender, marital status, race, colour, nationality or

national origin, disability or sexual orientation or is

disadvantaged by conditions or requirements, including age

limits, which cannot objectively be justified. Entry into, and

progression within, the Group is solely determined on the basis

of work criteria and individual merit.

It is the Group’s policy to apply best practice in the

employment of disabled people. Full and fair consideration is

given to every application for employment from disabled

persons whose aptitude and skills can be utilised in the

Annual Report 2006

Chile8 Escudo1751

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business and to their training and career development. This

includes, where possible, the retraining and retention of staff

who become disabled during their employment.

The Group operates an Inland Revenue approved Enterprise

Management Incentive scheme which is open to eligible

employees within the Group. Options to subscribe for ordinary

shares under the unapproved scheme have been granted to

eligible employees at an option price determined by the

Remuneration Committee in accordance with the Rules of

the Scheme. These options are exercisable between 2 and 5

years from the date of grant, and are subject to certain

performance criteria.

Supplier payment policy

It is the Company’s policy that payments are normally made to

suppliers in accordance with agreed terms, provided that the

supplier provides the relevant goods or services in accordance

with agreed terms and conditions. The average number of days

purchases in trade creditors at 31 August 2006 for the

Company was 50 days (2005: 38 days).

Health and safety

The Group has a positive approach to health, safety and

environmental matters and is committed to the achievement

of the highest practicable standards of health and safety at

work for all employees and to the minimisation of adverse

effects on the environment.

The Group has appointed a Health and Safety officer to oversee

compliance with applicable laws and regulations around

the Group.

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 as at the

end of the financial year and of the profit or loss of the Group

for that year.

The Directors confirm that suitable accounting policies have

been used and applied consistently as explained on pages 16

and 17 under the heading ‘Accounting Policies.’ They also

confirm that reasonable and prudent judgements and estimates

have been made in preparing the financial statements for the

year ended 31 August 2006 and that applicable accounting

standards have been followed and that the financial statements

have been prepared by the directors on a going concern basis.

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 to enable

them to ensure that the financial statements comply with the

Companies Act 1985. They are also responsible for

safeguarding the assets of the Company and the Group and

hence for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

Corporate governance

The Group is not required to comply with the Combined Code

on Corporate Governance although the Group does voluntarily

comply with a number of the requirements.

The Board comprises three executive Directors, Ian

Goldbart, Dimitri Loulakakis and Stuart Mollekin (appointed

12 September 2005) and four independent non-executive

Directors; Nicholas Bonham, Jasper Allen, Kean McDonald and

Edward Baldwin (appointed 28 November 2005). The Board

usually meets at least every two months to closely monitor the

progress of the Group towards the achievement of budgets

and targets, and strategic objectives.

The Board also operates three committees – the Audit

Committee, the Remuneration Committee and the Investment

Review Committee.

The Audit Committee, chaired by Jasper Allen, also comprises

Nicholas Bonham and Kean McDonald. Its duties include a

comprehensive review of the financial statements before they

are presented to the Board for approval, reviews of the findings

of the Company’s auditors and reviews of the Group’s key

accounting policies and judgements. The Audit Committee

generally meets twice a year and has unrestricted access to the

Company’s auditors.

The Remuneration Committee, chaired by Nicholas Bonham,

also comprises Jasper Allen and Kean McDonald. It meets

Directors’ Reportcontinued


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at least once a year and is responsible for making

recommendations to the Board on remuneration policy for

Executive Directors and for setting salaries, incentive

payments, and the grant of share options, and performance

targets attaching to these options.

The Investment Review Committee, comprising Nicholas

Bonham, Jasper Allen, Kean McDonald and Edward Baldwin,

has been established to approve acquisitions by the Company

of individual rare coins of £20,000 or greater and related

purchases of coins of £100,000 or greater in aggregate. The

Committee also approves the sale of coins on the same criteria

respectively (according to the value of the coins recorded in the

Company’s books).

The Board has overall responsibility for the Group’s system of

internal control. Although no system of internal control can

provide absolute assurance against material misstatement or

loss, the Group’s systems are designed to provide reasonable

assurance that problems are identified on a timely basis and

are dealt with appropriately.

The Group’s internal financial control and monitoring

procedures include:

(i) clear responsibilities for the maintenance of good

financial controls and the production of accurate and

timely financial management information.

(ii) the control of key financial risks through clearly laid down

authorisation levels.

(iii) detailed monthly budgeting and reporting of trading

results, balance sheets and cash flows, with regular review

by the Directors of variances from budgets.

Going concern

After making appropriate enquiries the directors believe that

the Group has adequate resources to continue in operational

existence for the foreseeable future. As a result the directors

consider it appropriate for the financial statements to be

prepared on the going concern basis.

Annual General Meeting

The Notice of the AGM of Noble Investments (UK) plc to be held

on 14 December 2006 and the resolutions to be proposed at the

Meeting are set out on pages 28 and 29 of this document. The

following special business will be considered at the Meeting.

Resolution (vii) seeks to renew the Directors’ authority under

Section 80 of the Companies Act 1985 to allot unissued share

capital up to an aggregate nominal amount of £50,000, which

represents one third of the issued ordinary share capital as at

1 November 2006. The Directors are currently empowered,

pursuant to an ordinary resolution of the Company dated

28 November 2005, to allot unissued share capital up to an

aggregate nominal amount of £136,500. Resolution (viii)

grants the Directors the power to allot shares for cash without

first offering those shares pro-rata to existing shareholders up

to an aggregate nominal amount of £15,000, representing

10 per cent of the Company’s issued ordinary share capital as at

1 November 2006. The Directors are currently empowered,

pursuant to a special resolution of the Company dated

28 November 2005, to allot shares for cash up to an aggregate

nominal amount of £14,335. Resolution (ix) grants the

Company the power to make market purchases of its own

shares under Section 166 of the Companies Act 1985 up to

1,499,992 ordinary shares representing 10% of the Company’s

issued ordinary share capital as at 1 November 2006.

The Directors consider that it is in the best interests of the

Company and its shareholders that they should have the

flexibility conferred by the above authorities to make small issues

of shares, or purchase shares, for cash as suitable opportunities

arise. These authorities will expire at the earlier of 14 March 2008

and the conclusion of the AGM to be held in 2007.

Independent auditors

A resolution concerning the reappointment of Carter Backer

Winter and authorising the directors to fix their remuneration

will be proposed at the Annual General Meeting.

By order of the Board

Ian Goldbart

Director

1 November 2006

Annual Report 2006

England,Henry VIII 1509-1547,Sovereign

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The Remuneration Committee (“the Committee”) is responsible for the determination of remuneration policy as applied to the

Group’s Executive Directors and aspects of the granting of share options. The Committee is chaired by Nicholas Bonham and also

comprises Jasper Allen and Kean McDonald.

Executive remuneration

The Committee considers, inter alia, market rates and policies of other companies within the industry peer group in fixing the

remuneration package of the Executive Directors. Their remuneration, which was reviewed each year to ensure it was supportive of

the Group’s strategic business objectives and the creation of shareholder value, comprises three elements:

(i) a basic salary together with benefits in kind;

(ii) a bonus; and

(iii) share options.

Non-Executive Directors’ remuneration

Non-Executive Directors receive fees for their time in relation to Board and committee meetings and other ad hoc Company

requirements. They are appointed for a fixed term of one year. The fees of the Non-Executive Directors are determined by the Board,

having considered market rates and policies of other similar companies. The Non-Executive Directors do not take part in discussions

on their remuneration. The Non-Executive Directors do not receive any pension or other benefits from the Group, with the exception

of Jasper Allen who received a one-off bonus following the acquisition completed on 28 November 2005 and Nicholas Bonham who

may receive additional remuneration in respect of profits realised on trades introduced by him to the Company. Any additional

remuneration payable under this arrangement will be determined by the Executive Directors and will be performance related.

Directors’ remuneration

The remuneration of the Directors of the Company for the year ended 31 August 2006 is set out below:

Salary/ Benefits 2006 2005fees Bonus in kind Total Total

£’000 £’000 £’000 £’000 £’000

Executive Directors

I G Goldbart 77 20 – 97 7

D G Loulakakis 75 40 – 115 113

S J Mollekin – – – – –

Non-executive Directors

N Bonham 10 – – 10 10

J H Allen 7 10 – 17 –

R K McDonald – – – – –

A H E Baldwin 4 – – 4 –

Total 173 70 – 243 130

A H E Baldwin is also employed as an executive director by A H Baldwin & Sons Limited and received total remuneration (including

pension contributions) of £51,000 in the period since the acquisition of that company.

The services of S J Mollekin are provided under a consultancy agreement, in respect of his services as a Director and also the provision

of accountancy services, with CBG Group plc at a fee of £45,000 per annum.

Remuneration Reportfor the year ended 31 August 2006


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Pension provision

The Company does not provide any post-retirement benefits to any of the Directors.

Directors’ interests in share capital

The Directors’ interests in share capital were as follows:

At 31 August At 31 August2006 2005

and or date of 1 November appointment

2006 if later

I G Goldbart 1,290,000 935,869

N Bonham 17,242 –

J H J Allen 219,441 159,096

R K McDonald 739,898 550,243

D G Loulakakis 105,604 62,500

S J Mollekin 20,092 2,850

A H E Baldwin 258,621 –

The holding of I G Goldbart includes shares held by his wife. The holdings of J H J Allen and SJ Mollekin include shares held by their

pension funds. The holding of Kean McDonald includes 216,998 shares held by Texas Holdings Limited, shares of which are held by

a trust of which he is a trustee.

A H E Baldwin held shares in A H Baldwin & Sons Limited and Baldwin’s Auctions Limited up to the date of their acquisition by the

Company on 28 November 2005.

Share incentives

The Committee is responsible for approving the grant of options under the Company’s share option schemes.

On 3 November 2005, the Board resolved to terminate two share option schemes that had been adopted by the Company on

18 January 2001. No options were outstanding under these schemes.

Interests in share options

Enterprise Management Incentive scheme

Optionsheld at

Options Options 31 Augustheld at granted 2006 and Date

1 September during 1 November options Exercise Earliest date Expiry2005 year 2006 granted price for exercise date

I G Goldbart – 172,413 172,413 4/11/05 58.0p 4/11/07 4/11/10

D G Loulakakis – 35,000 35,000 4/11/05 58.0p 4/11/07 4/11/10

A H E Baldwin – 150,000 150,000 4/11/05 58.0p 4/11/07 4/11/10

– 357,413 357,413

Annual Report 2006

England,James I 1603-1625,Rose Ryal

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Unapproved options

Optionsheld at

Options Options 31 Augustheld at granted 2006 and Date

1 September during 1 November options Exercise Earliest date Expiry2005 year 2006 granted price for exercise date

I G Goldbart 359,602 – 359,602 17/10/03 23.0p 17/10/05 17/10/08

– 17,587 17,587 28/11/05 58.0p 28/11/07 28/11/10

359,602 17,587 377,189

D G Loulakakis 154,115 – 154,115 17/10/03 23.0p 17/10/05 17/10/08

S J Mollekin 25,000 – 25,000 05/11/04 44.5p 05/11/06 05/11/09

– 75,000 75,000 28/11/05 58.0p 28/11/07 28/11/10

25,000 75,000 100,000

N Bonham 100,000 – 100,000 05/11/04 44.5p 05/11/06 05/11/09

J H J Allen 77,057 – 77,057 17/10/03 23.0p 17/10/05 17/10/08

30,000 – 30,000 05/11/04 44.5p 05/11/06 05/11/09

– 75,000 75,000 28/11/05 58.0p 28/11/07 28/11/10

107,057 75,000 182,057

R K McDonald 77,057 – 77,057 17/10/03 23.0p 17/10/05 17/10/08

– 50,000 50,000 28/11/05 58.0p 28/11/07 28/11/10

77,057 50,000 127,057

822,831 217,587 1,040,418

The middle market price of ordinary shares in the Company at 31 August 2006 was 124.5p and the range in the year ended 31 August

2006 was 60.5p to 144.5p.

Nicholas Bonham

Chairman of the Remuneration Committee

1 November 2006

Remuneration Reportcontinued


Germany,Saschen 10-Ducats1778

11

We have audited the financial statements which comprise the consolidated profit and loss account, the balance sheets, the

consolidated cash flow statement, the accounting policies and the related notes.

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 in to whose hands it may come save where expressly agreed

by our prior consent in writing.

Respective responsibilities of directors and auditors

The directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable United

Kingdom law and accounting standards are set out in the statement of Directors’ responsibilities.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United

Kingdom Auditing Standards issued by the Auditing Practices Board.

We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance

with the Companies Act 1985. We also report to you if, in our opinion, the Directors’ report is not consistent with the financial

statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we

require for our audit, or of information specified by law regarding Directors’ remuneration and transactions is not disclosed.

We read the other information contained in the annual report and consider the implications for our report if we become aware of

any apparent misstatements or material inconsistencies with the financial statements. The other information comprises only the

Chairman’s Statement and the Directors’ Report. Our responsibilities do not extend to any other information.

Basis of audit opinion

We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes

examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an

assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and

of whether the accounting policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order

to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material

misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy

of the presentation of information in the financial statements.

Opinion

In our opinion the financial statements give a true and fair view of the state of the affairs of the Company and the Group at 31 August

2006 and of the profit and cash flows of the Group for the year then ended and have been properly prepared in accordance with

United Kingdom Accepted Accounting Practice. The information given in the Directors’ report is consistent with the financial

statements.

Carter Backer Winter

Chartered Accountants and Registered Auditors, London

1 November 2006

Independent Auditors’ Reportto the members of Noble Investments (UK) plc

Annual Report 2006

12

2006 2005Note £’000 £’000

Turnover 1

Continuing operations 1,428 1,845

Acquisitions 5,998 –

7,426 1,845

Cost of sales (5,386) (1,487)

Gross profit 2,040 358

Administrative expenses (1,010) (281)

Operating profit before exceptional costs and amortisation of negative goodwill 1,028 119

Exceptional costs 3 (179) (42)

Amortisation of negative goodwill 181 –

Operating profit 2

Continuing operations (30) 77

Acquisitions 1,060 –

1,030 77

Net interest receivable 4 76 23

Profit on ordinary activities before taxation 1,106 100

Tax on profit on ordinary activities 6 (277) (11)

Retained profit transferred to reserves 20 829 89

Earnings per share: Pence Pence

Basic earnings per share 8 6.66 1.56

Diluted earnings per share 8 6.20 1.46

There is no difference between the profit on ordinary activities before taxation and the retained profit for the year ended 31 August2006 and their historical cost equivalents.

The Group has no recognised gains or losses other than those included in the results above and therefore no separate statement oftotal recognised gains and losses has been presented.

Consolidated Profit and Loss Accountfor the year ended 31 August 2006


13

Group Company

2006 2005 2006 2005Note £’000 £’000 £’000 £’000

Fixed assets

Intangible assets – Negative goodwill 9 (1,013) – – –

Tangible assets 10 1,802 8 17 8

Investments 11 – – 4,285 –

789 8 4,302 8

Current assets

Stocks 13 5,564 686 25 686

Debtors 14 1,016 157 487 157

Cash at bank and in hand 3,136 703 1,855 703

9,716 1,546 2,367 1,546

Creditors – amounts falling due within one year 15 (1,952) (121) (703) (761)

Net current assets 7,764 1,425 1,664 785

Total assets less current liabilities 8,553 1,433 5,966 793

Provisions for liabilities and charges (1,129) – – –

Net assets 7,424 1,433 5,966 793

Capital and reserves

Called up equity share capital 18 150 664 150 664

Share premium account 19 5,069 15,485 5,069 15,485

Capital redemption reserve 19 50 50 50 50

Profit and loss account 19 2,155 (14,766) 697 (15,406)

Equity shareholders’ funds 20 7,424 1,433 5,966 793

The financial statements on pages 13 to 27 were approved by the board of directors on 1 November 2006 and were signed on itsbehalf by:

Stuart MollekinDirector

Balance Sheetsas at 31 August 2006

Annual Report 2006

14

2006 2005Note £’000 £’000

Net cash inflow/(outflow) from operating activities 21 630 (84)

Returns on investment and servicing of finance

Interest received 56 25

Net cash inflow from returns on investments and servicing of finance 56 25

Taxation

UK corporation tax (19) (10)

Capital expenditure and financial investment

Purchase of tangible fixed assets (102) (6)

Net cash outflow from capital expenditure and financial investment (102) (6)

Acquisitions

Purchase of subsidiary undertakings (4,285) –

Net cash acquired with subsidiaries 991 –

Net cash outflow from acquisitions (3,294) –

Net cash outflow before financing (2,729) (75)

Financing

Proceeds from issue of shares (net of expenses) 5,162 –

Net cash inflow from financing 5,162 –

Increase/(decrease) in cash in the year 22 2,433 (75)

Consolidated Cash Flow Statementfor the year ended 31 August 2006


15

The financial statements have been prepared in accordance with applicable Accounting Standards in the United Kingdom.A summary of the main accounting policies, which have been applied consistently, is set out below.

Basis of accountingThe financial statements are prepared in accordance with the historical cost convention.

Basis of consolidationThe consolidated profit and loss account and balance sheet incorporate the financial statements of the Company and its subsidiaryundertakings up to 31 August. The results of subsidiaries acquired are included in the consolidated profit and loss account from thedate on which control passes. Intra-group sales and profits are eliminated in full. On acquisition of a subsidiary, its assets andliabilities that exist at the date of acquisition are recorded at their fair values. All gains and losses that arise after the Group hasgained control of the subsidiary are included in the post-acquisition profit and loss account.

Negative goodwillNegative goodwill arising on acquisitions represents the excess of the fair value of identifiable net assets acquired over the fair valueof consideration paid and is amortised through the profit and loss account on a straight line basis over its useful economic life. TheDirectors have assessed the useful economic life of the negative goodwill at 5 years, based on the expected period over which thebenefit of the underlying assets will be realised.

Tangible fixed assetsThe cost of tangible fixed assets is their purchase cost together with any incidental costs of acquisition. Depreciation is calculated soas to write off the cost of tangible fixed assets, less their estimated residual values, over the estimated economic useful lives of theassets concerned, on a straight line basis, as follows:

Freehold buildings 4% per annum

Fixtures, fittings, tools and equipment 10% to 331/3% per annum

Freehold land, a numismatic reference library and works of art are not depreciated.

The Directors review the level tangible fixed assets for impairment if events or changes in circumstances indicate that the carryingvalue may not be recoverable.

StocksStocks are stated at the lower of cost (including assessments on fair valuation on acquisitions as appropriate) and net realisablevalue. Provisions are made for obsolete, slow-moving and defective items where appropriate.

Fair valuations are carried out by qualified numismatists employed by the Company rather than independent valuers, because of thecommercial sensitivity of the subject matter. Due to the sheer scale of fair valuation exercises, valuations are carried out on a samplebasis since the Directors believe that the cost of a full valuation would outweigh any benefit derived by the shareholders of theCompany. Samples include coins from each geographic region and time period to ensure suitable coverage. Valuations of eachsample of coins is then extrapolated across the population to produce a suitable fair value. High value coins are excluded from theextrapolation and recorded separately.

TurnoverTurnover, which excludes value added tax and trade discounts, represents the invoiced value of goods and services sold in the period.Turnover is recognised on invoice when goods are despatched or held to customer’s instructions.

Accounting Policies

Annual Report 2006

16

LeasesCosts in respect of operating leases are charged to the profit and loss account on a straight line basis over the lease term.

Leasing arrangements which transfer to the Company substantially all the benefits and risks of ownership of any assets are treatedas if the asset had been purchased outright. The assets are included in fixed assets and the capital element of the leasingcommitment is shown as obligations under hire purchase agreements. The lease rentals are treated as consisting of capital andinterest elements. The capital element is applied to reduce the outstanding obligations and the interest element is charged againstprofit in proportion to the reducing capital element outstanding. Assets held under hire purchase agreements are depreciated overthe useful lives of equivalent owned assets.

Foreign currenciesTransactions in foreign currencies are translated into sterling at the rate of exchange prevailing at the date of the transaction.Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at thebalance sheet date, or the rate of related forward exchange contracts where appropriate. All currency gains or losses arising are takento the profit and loss account in the year in which they arise.

PensionsThe Group operates a defined contribution scheme for certain employees. The assets of the schemes are held separately from thoseof the Group. The contributions payable are charged to the profit and loss account in the year in which they arise.

The Group provides no other post-retirement benefits to its employees.

Deferred taxFull provision is made for deferred tax resulting from timing differences between profits computed for taxation purposes and profitsstated in the financial statements to the extent that there is an obligation to pay more tax in the future as a result of those timingdifferences reversing.

Deferred tax assets are recognised to the extent that they are expected to be recoverable.

Accounting Policiescontinued


17

1. Segmental information – turnover2006 2005

By market: £’000 £’000

Trading in rare coins and other collectibles 7,426 1,845–––––––– ––––––––

7,426 1,845–––––––– ––––––––

By geographic destination: £’000 £’000

United Kingdom 5,444 1,306Rest of Europe 578 224North America 1,257 44Rest of the World 147 271

–––––––– ––––––––7,426 1,845

–––––––– ––––––––

Turnover consists entirely of sales made from the United Kingdom. All of the profit on ordinary activities before taxation andall of the net assets are attributable to the Group’s sole activity of trading in rare coins and other collectibles.

2. Operating profitThe operating profit is stated after charging/(crediting):

2006 2005£’000 £’000

Depreciation of tangible fixed assets– owned assets 27 2

Amortisation of negative goodwill (181) –Exceptional administrative expenses (see note 3) 179 42Auditors remuneration

– audit services (Company – 2006: £7,000; 2005: £7,000) 17 7– non audit services (Company – 2006: £98,000; 2005: £2,000) 98 2

–––––––– ––––––––

3. Exceptional items2006 2005

£’000 £’000

AIM admission & related costs 134 –Directors bonus and associated national insurance costs 45 42

–––––––– ––––––––179 42

–––––––– ––––––––

The Directors consider that the bonus and associated national insurance costs are exceptional as their payment is not relatedto performance and is non-recurring.

4. Net interest receivable2006 2005

£’000 £’000

Bank interest receivable 76 23–––––––– ––––––––

Notes to the Financial Statementsfor the year ended 31 August 2006

Annual Report 2006

18

5. Employee informationThe average monthly number of persons, including Executive Directors, employed by the Group during the year was:

2006 2005Number Number

Sales 4 2Administration and management 8 1

–––––––– ––––––––12 3

–––––––– ––––––––

Staff costs for the above persons were:2006 2005

£’000 £’000

Wages and salaries 562 152Social security costs 54 18Other pension costs 16 –

–––––––– ––––––––632 170

–––––––– ––––––––

Details of Directors’ remuneration are given in the Remuneration Report on pages 9 to 11, under the headings “Directors’Remuneration”, “Pension provision”, “Directors’ interests in share capital” and “Interests in share options”.

6. Tax on profit on ordinary activitiesCorporation tax comprises:

2006 2005£’000 £’000

Current tax:United Kingdom corporation tax at 30% (2005: 19%) 704 15Adjustments in respect of prior year – (4)

–––––––– ––––––––Total current tax 704 11Deferred tax:Credited to the profit and loss account (427) –

–––––––– ––––––––Tax on profit on ordinary activities 277 11

–––––––– ––––––––

The current tax assessed for the year is lower (2005: higher than the smaller companies rate) than the standard rate ofcorporation tax in the UK. The differences are explained below:

2006 2005£’000 £’000

Profit on ordinary activities before taxation 1,106 100–––––––– ––––––––

At standard rate of corporation tax of 30% (2005: 19%) 332 19Effects of:Utilisation of non-trading losses brought forward (23) (4)Amortisation of negative goodwill not taxable (54) –Expenses not deductible for tax purposes 39 –Marginal relief (22) –Deferred tax on timing differences not recognised 5 –Adjustments in respect of previous year – (4)

–––––––– ––––––––277 11

–––––––– ––––––––

Notes to the Financial Statementscontinued


19

7. Profit for the financial yearThe Company has taken advantage of section 230 of the Companies Act 1985 and has not included its own profit and lossaccount in these financial statements. The Company’s profit for the financial year was £11,000 (2005: £89,000).

8. Earnings per shareThe calculation of basic earnings per share for the year ended 31 August 2006 is based on the profit attributable to ordinaryshareholders of £829,000 (2005: £89,000) divided by the average number of shares in issue of 12,438,769 (2005: 5,714,234).

The adjusted loss per share is based on the loss attributable to ordinary shareholders, after adding back exceptional costs anddeducting amortisation of negative goodwill, as follows:

2006 2005£’000 Pence £’000 Pence

Profit retained for the year 829 6.66 89 1.56Exceptional costs 179 1.44 42 0.74Amortisation of negative goodwill (181) (1.45) – –Tax effect (54) (0.44) (15) (0.26)

–––––––– –––––––– –––––––– ––––––––Adjusted earnings per share 773 6.21 116 2.04

–––––––– –––––––– –––––––– ––––––––Diluted adjusted earnings per share 773 5.78 116 1.90

–––––––– –––––––– –––––––– ––––––––

At 31 August 2006, there were 1,742,831 (2005: 847,831) share options in issue of which 935,486 (2005: 401,666) weredilutive potential ordinary shares on average during the year.

9. Intangible fixed assetsGroup Negative

Goodwill£’000

CostAt 1 September 2005 –Additions (1,194)

––––––––At 31 August 2006 (1,194)

––––––––AmortisationAt 1 September 2005 –Credited to profit and loss account in the year 181

––––––––At 31 August 2006 181

––––––––Net book amountAt 31 August 2006 (1,013)

––––––––At 31 August 2005 –

––––––––

Annual Report 2006

20

10. Tangible fixed assetsGroup Group Group Company

Land Plant, Plant, and Machinery & Machinery &

Buildings Equipment Total Equipment£’000 £’000 £’000 £’000

CostAt 1 September 2005 – 11 11 11Additions – 102 102 13Acquisition of subsidiaries 1,250 469 1,719 –

–––––––– –––––––– –––––––– ––––––––At 31 August 2006 1,250 582 1,832 24

–––––––– –––––––– –––––––– ––––––––DepreciationAt 1 September 2005 – 3 3 3Charge for the year 16 11 27 4

–––––––– –––––––– –––––––– ––––––––At 31 August 2006 16 14 30 7

–––––––– –––––––– –––––––– ––––––––Net book amountAt 31 August 2006 1,234 568 1,802 17

–––––––– –––––––– –––––––– ––––––––At 31 August 2005 – 8 8 8

–––––––– –––––––– –––––––– ––––––––

11. InvestmentsCompany

£’000CostAt 1 September 2005 –Additions 4,285

––––––––At 31 August 2006 4,285

––––––––Net book amountAt 31 August 2006 4,285

––––––––At 31 August 2005 –

––––––––

On 28 November 2005, the Company acquired the entire issued share capitals of A H Baldwin & Sons Limited and Baldwin’sAuctions Limited.

Principal subsidiary undertakings

At 31 August 2006 the Company was the beneficial owner of the entire issued share capital and controlled all the votes of thefollowing subsidiaries, all of which are registered and operate in England and Wales.

Principall activityA H Baldwin & Sons Limited Dealer & auctioneer of rare coins and other collectibles

Baldwin’s Auctions Limited Auctioneer of rare coins and other collectibles until 1 March 2006, upon whichdate the trade and net assets were transferred to A H Baldwin & Sons Limited.

Saltmark Limited Dormant



21

12. AcquisitionsThe following table sets out the book values of the identifiable assets and liabilities of A H Baldwin & Sons Limited andBaldwin’s Auctions Limited and their provisional fair value to the Group:

Book valueA H Baldwin Baldwin’s Fair value Fair

& Sons Ltd Auctions Ltd Adjustments Value£’000 £’000 £’000 £’000

Tangible fixed assets (i) 965 7 747 1,719Stocks (ii) 601 – 5,533 6,134Debtors 56 145 – 201Cash at bank and in hand 85 906 – 991Creditors due within one year (iii) (376) (540) (1,094) (2,010)Provisions for liabilities and charges (iv) – – (1,556) (1,556)

–––––––– –––––––– –––––––– ––––––––Net assets 1,331 518 3,630 5,479

–––––––– –––––––– –––––––– ––––––––Satisfied by cash 3,430 651 – 4,081Acquisition costs 204

––––––––Total cost of investment 4,285

––––––––Negative goodwill 1,194

––––––––

Details of the fair value adjustments, all of which refer to the assets and liabilities of A H Baldwin & Sons Limited, areas follows:

(i) Tangible fixed assets:Freehold land and buildings have been included at £1,250,000 based on an independent valuation.

A numismatic reference library has been included at €668,480, converted to £445,000, based on an independentvaluation.

(ii) Stocks:A H Baldwin & Sons Limited has a significant amount of historic stock, some of which was acquired at the turn of thecentury, which is carried in the books at just £22,400. The Directors believe it to be worth considerably more and havecarried out an exercise to value the stock. Due to the sheer scale of the exercise, the valuation exercise has been carriedout on a sample basis. This historic stock has been provisionally valued at £5,646,000. In addition to the historic stock,the Directors have also assessed the value of non-historic stock and have provided £91,000 against realisable value,leaving a net fair value of the non-historic stock at £488,000.

(iii) Creditors:The undervaluation of historic stock detailed in (ii) above results in “excess” Value Added Tax payable to HM Revenue &Customs when historic stock is sold. An amount of £812,000 has been included to provide for the excess value addedtax, based on the valuation of historic stock assumed. In addition, an amount of £282,000 has been provided in respectof bonuses (£250,000) and associated national insurance costs (£32,000) which have been agreed as payable toemployees following the acquisition. This amount is in full settlement of the obligation under the sale and purchaseagreement to pay to the employees of A H Baldwins a bonus equal to 25 per cent. of the profits after tax from the salesof the combined value of the stock held by A H Baldwins above £2 million. The settlement amount reflects that the cashpayment has been accelerated to 2006 as opposed to payments over conceivably a much longer period of time as thestock is liquidated, and also draws a line under the ongoing liability that would have existed for years to come.

(iv) Provisions for liabilities and charges:Deferred taxation at 30% has been provided against all of the fair value adjustments detailed in (i) to (iii) above.

Annual Report 2006

22

12. Acquisitions continuedThe unaudited results of the companies acquired prior to acquisition were as follows:

A H Baldwin Baldwin’s & Sons Limited Auctions Limited

Period 7 months Period 7 monthsended ended ended ended

28 November 31 August 28 November 31 August2005 2005 2005 2005

£’000 £’000 £’000 £’000

Turnover 220 441 258 212Operating (loss)/profit (160) 15 111 8(Loss)/profit before tax (162) 8 114 13(Loss)/profit after tax (114) 6 82 11

–––––––– –––––––– –––––––– ––––––––

13. StocksGroup Company

2006 2005 2006 2005£’000 £’000 £’000 £’000

Rare coins and other collectibles 5,564 686 25 686–––––––– –––––––– –––––––– ––––––––

14. DebtorsGroup Company

2006 2005 2006 2005Amounts falling due within one year: £’000 £’000 £’000 £’000

Trade debtors 906 147 9 147Prepayments and accrued income 109 8 37 8Amounts owed by Group undertakings – – 441 –Other debtors 1 2 – 2

–––––––– –––––––– –––––––– ––––––––1,016 157 487 157

–––––––– –––––––– –––––––– ––––––––

15. Creditors: amounts falling due within one yearGroup Company

2006 2005 2006 2005£’000 £’000 £’000 £’000

Trade creditors 49 67 2 67Amounts owed to Group undertakings – – 640 640Corporation tax 688 15 18 15Other taxation and social security 180 24 7 24Accruals and deferred income 1,035 15 36 15

–––––––– –––––––– –––––––– ––––––––1,952 121 703 761

–––––––– –––––––– –––––––– ––––––––



23

16. Financial instrumentsThe Group’s financial instruments comprise cash and various items, such as debtors and creditors that arise directly from itsoperations. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instrumentsshall be undertaken. The year end positions reflect this policy and there have been no changes in the policy or the associatedrisks since the year end.

The main financial risks arising from the Group’s financial instruments include liquidity risk and interest rate risk. The Boardreviews and agrees policies for managing each of these risks. The Group currently has no exposure to currency risk.

The Group manages the risks arising from its financial instruments as follows:

Liquidity risk: through cash flow forecasting, the Group monitors working capital requirements.

Short-term debtors and creditors: these are excluded from all of the following disclosures.

Interest rate profile of financial assetsThe interest rate profile of the Group’s financial assets was:

2006 2005Floating rate Floating rate

£’000 £’000CurrencySterling 3,136 703

–––––––– ––––––––

The financial assets relate to cash at bank and bear interest at a floating rate based on base rate. The Group had no fixed ratefinancial assets at 31 August 2006 or 31 August 2005.

Fair valueFair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction between informedand willing parties, other than by a forced or liquidation sale, and excludes accrued interest. The fair value of the Group’sfinancial assets as at 31 August 2006 approximate materially to the book values at that date due to the short term maturityof cash deposits.

17. Provisions for liabilities and chargesDeferred taxationGroup 2006 2005

£’000 £’000

Provision at 1 September – –Arising on acquisitions 1,556 –Credited to the profit and loss account (427) –

–––––––– ––––––––Provision at 31 August 1,129 –

–––––––– ––––––––

Deferred taxation comprises:2006 2005

£’000 £’000Residual balance of deferred taxation provided on fair valuationof assets acquired on 28 November 2005 (see Note 12) 1,129 –

–––––––– ––––––––1,129 –

–––––––– ––––––––

There is no provision for deferred taxation in the Company.

Annual Report 2006

24

18. Share capital2006 2005

£’000 £’000Authorised24,248, 650 (2005: 85,000,000) Ordinary shares of 1p each 243 243Nil (2005: 12,273) Deferred shares of £49.50 each – 607

–––––––– ––––––––243 850

–––––––– ––––––––Allotted, called up and fully paid14,999,924 (2005: 5,714,234) Ordinary shares of 1p each 150 57Nil (2005: 12,273) Deferred shares of £49.50 each – 607

–––––––– ––––––––150 664

–––––––– ––––––––

The cancellation of 12,273 deferred shares of £49.50 was approved by shareholders on 28 November 2005 and confirmed bythe High Court of Justice on 29 March 2006.

On 28 November 2005, the Company allotted 8,620,690 ordinary shares of 1p each for a total value of £5,000,000.

On 10 May 2006, the Company allotted 665,000 ordinary shares of 1p each for a total value of £585,200, following the exerciseof an option held by J. P. D. Geertman described below.

Share options and warrantsOn 1 March 2001 the Company granted to Seymour Pierce Limited, the Company’s former broker, a warrant to subscribe for536,963 ordinary shares at an exercise price of 25p per share and exercisable at any time up to the fifth anniversary of thegrant. Following the reorganisation of the Company’s share capital on 16 October 2003, the number of shares over which thiswarrant is exercisable and the exercise price were adjusted to 5,369 ordinary shares at £24.86 per share. The option lapsed on1 March 2006.

On 17 January 2006, the Company granted an option to J. P. D. Geertman over 665,000 ordinary 1p shares at an exercise priceof 88p per share. The option was exercised on 10 May 2006.

Share options granted which remain outstanding at 31 August 2005 totalled 1,742,831 (2005: 847,831) and entitled granteesto subscribe for ordinary shares of 1p each as set out in the Remuneration report on pages 9 to 11.

Unapproved optionsOn 17 October 2003, 667,831 options were granted at 23p per share. On 9 November 2004, 180,000 options were granted at44.5p per share. All these options are exercisable between 2 and 5 years after the date of grant.

On 28 November 2005, 217,587 unapproved options were granted at 58p per share. These options are exercisable between2 and 5 years after the date of grant.

Enterprise Management Incentive (“EMI”) scheme optionsOn 4 November 2005, 677,413 EMI options were granted at 58p per share. These options are exercisable between 2 and 5 yearsafter the date of grant.



25

19. Share premium account and reservesGroup Company

Share Capital Profit Share Capital Profitpremium redemption and loss premium redemption and loss

account reserve account account reserve account£’000 £’000 £’000 £’000 £’000 £’000

At 1 September 2005 15,485 50 (14,766) 15,485 50 (15,406)Profit retained for the year – – 829 – – 11Issue of ordinary shares 5,069 – – 5,069 – –Cancellation of deferred shares – – 607 – – 607Cancellation of share premium

account (15,485) – 15,485 (15,485) – 15,485–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

At 31 August 2006 5,069 50 2,155 5,069 50 697–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

The cancellation of 12,273 deferred shares of £49.50 amounting to £607,000 and the cancellation of the share premium accountamounting to £15,485,000 were approved by shareholders on 28 November 2005 and confirmed by the High Court of Justice on29 March 2006.

20. Reconciliation of movements in equity shareholders’ fundsGroup Company

2006 2005 2006 2005£’000 £’000 £’000 £’000

Profit retained for the year 829 89 11 89Issue of shares 5,162 – 5,162 –

–––––––– –––––––– –––––––– ––––––––Net addition to equity shareholders’ funds 5,991 89 5,173 89Equity shareholders’ funds at start of year 1,433 1,344 793 704

–––––––– –––––––– –––––––– ––––––––Equity shareholders’ funds at end of year 7,424 1,433 5,966 793

–––––––– –––––––– –––––––– ––––––––

21. Reconciliation of operating profit to net cash outflow from operating activities2006 2005

£’000 £’000

Operating profit 1,030 77Depreciation 27 2Amortisation (181) –Decrease/(increase) in stock 1,255 (149)Increase in debtors (42) (64)(Decrease)/increase in creditors (1,459) 50

–––––––– ––––––––Net cash inflow/(outflow) from operating activities 630 (84)

–––––––– ––––––––

22. Reconciliation of net cash flow to movement in net funds2006 2005

£’000 £’000

Increase/(decrease) in cash in the period 2,433 (75)–––––––– ––––––––

Change in net debt resulting from cash flows 2,433 (75)–––––––– ––––––––

Movement in net debt in the year 2,433 (75)Net funds at start of year 703 778

–––––––– ––––––––Net funds at end of year 3,136 703

–––––––– ––––––––

Annual Report 2006

26

23. Related party transactionsMaterial contracts entered into by, or ongoing between, members of the Group and related parties are as follows:

A number of transactions with Jasper Allen and Lingfawn Management Limited, a company of which Jasper Allen, aNon-Executive Director of the Company, is a director:

Sales of various coins, on arms length terms, to Jasper Allen or Lingfawn Management Ltd, amounting to £16,469 (excludingVAT). As at 31 August 2006, £nil (2005: £1,850) was owing to the Company.

A number of transactions with Ian Goldbart, a Director of the Company, or his children:

Sales of various coins, on arms length terms, to Ian Goldbart or his children, amounting to £10,037 (excluding VAT). As at31 August 2006, £nil (2005: £nil) was owing to the Company.

A number of transactions with CBG Group plc and Penmc plc, companies of which Stuart Mollekin, a Director of the Company,is a director:

Consultancy fees of £43,750 charged by CBG Group plc in respect of the provision of Stuart Mollekin’s services as a Directorand also for the provision of accountancy services. As at 31 August 2006, £nil (2005: £nil) was owed by the Company.

A consultancy fee of £25,000 charged by Penmc plc in respect of the provision of Stuart Mollekin’s services in support of theacquisition of A H Baldwin & Sons Limited and Baldwin’s Auctions Limited. As at 31 August 2006, £nil (2005: £nil) was owedby the Company.

The acquisition of A H Baldwin & Sons Limited and Baldwin’s Auctions Limited, companies of which A H E Baldwin, a Directorof the Company, was a shareholder and a director.

On 28 November 2005, the Company acquired the entire issued share capitals of A H Baldwin & Sons Limited and Baldwin’sAuctions Limited for cash consideration of £3,430,000 and £651,000 respectively.



27

Notice is hereby given that the seventh Annual General Meeting of Noble Investments (UK) plc (the “Company”) will be held at CIPFA,3 Robert Street, London, WC2N 6RL at 11.00 am on 14 December 2006 for the following purposes:

ORDINARY BUSINESS(i) To receive and adopt the Directors’ report and the audited financial statements for the year ended 31 August 2006.

(ii) To re-elect A H E Baldwin whose appointment has not been approved in general meeting.

(iii) To re-elect D G Loulakakis who retires by rotation in accordance with Article 92 of the Articles of Association of the Company.

(iv) To re-elect J H J Allen who retires by rotation in accordance with Article 92 of the Articles of Association of the Company.

(v) To reappoint Carter Backer Winter as auditors of the Company to hold office until the conclusion of the next Annual GeneralMeeting and to authorise the Directors to fix their remuneration.

(vi) To approve the payment of a final dividend of one pence per share for the year ended 31 August 2006.

SPECIAL BUSINESSTo consider and if thought fit to pass the following resolution as an ordinary resolution:

(vii) That the Directors be and are hereby generally and unconditionally authorised pursuant to Section 80 of the Companies Act1985 (the “Act”) to exercise all the powers of the Company to allot relevant securities (as defined in Section 80 (2) of the Act) andsubject to such terms as the Directors may determine. The maximum aggregate nominal amount of relevant securities whichmay be allotted pursuant to this authority shall be £50,000. The authority hereby conferred shall expire on the date which is15 months after the date on which this resolution is passed, or if earlier, at the Annual General Meeting of the Company to beheld in 2007 unless previously renewed, varied or revoked by the Company in general meeting save that the Company maybefore such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiryand the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred herebyhad not expired. This authority shall be in substitution for and supersede and revoke any earlier such authority conferred onthe Directors.

To consider and if thought fit pass the following resolutions as special resolutions:

(viii) That, subject to the passing of resolution (vii) above, the Directors be and are hereby empowered pursuant to Section 95 (1) ofthe Act to allot equity securities (within the meaning of Section 94 (2) of the Act) for cash pursuant to the authority conferredby resolution (viii) above as if Section 89 (1) of the Act did not apply to any such allotment, save that the Directors shall beentitled to make at any time prior to the expiry of the power hereby conferred any offer or agreement which would or mightrequire equity securities to be allotted after the expiry, provided that such power be limited to:

(a) the allotment of equity securities in connection with a rights issue, open offer or other offer in favour of ordinaryshareholders where the equity securities respectively attribute to the interests of all ordinary shareholders areproportionate (as nearly as may be) to the respective numbers of ordinary shares held or deemed to be held by them,subject only to such exclusions or other arrangements as the Directors consider necessary or expedient to deal withfractional entitlements, legal or practical problems arising in any overseas territory or the requirements of any regulatorybody or any other matter whatsoever; and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) above of equity securities for cash up to an aggregatenominal value of £15,000 representing 10 per cent of the total ordinary share capital in issue as at the date of this notice.

This authority shall expire on the date which is 15 months after the date on which this resolution is passed or, if earlier, at theconclusion of the Annual General Meeting to be held in 2007 save that the Company may before such expiry make such an offer oragreement which would or might require securities to be allotted after such expiry and the Directors may allot equity securities inpursuance of such offer or agreement as if the power conferred hereby had not expired.

Notice of Annual General Meeting

Annual Report 2006

28

(ix) That the Company be and is hereby authorised pursuant to Section 166 of the Companies Act 1985 to make market purchasesof its own ordinary 1p shares on such terms and in such manner as the Directors of the Company shall determine, provided that:

(a) the maximum number of ordinary shares hereby authorised to be acquired shall be 1,499,992 ordinary 1p shares; and

(b) the maximum price which may be paid for each ordinary share shall be an amount equal to 105% o the average of themiddle market quotations for the ordinary shares of the Company for the 5 business days prior to the date of purchase.

This authority shall expire on the date which is 15 months after the date on which this resolution is passed or, if earlier, at theconclusion of the Annual General Meeting to be held in 2007 save that the Company may make a purchase of ordinary shares undersuch authority after such date if the contract of purchase for the same was entered into before such date.

By order of the Board Registered office:

Barton HallHardy Street, Eccles

Manchester M30 7WJ

S J Mollekin Secretary

1 November 2006

Note

1. A member of the Company entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and vote insteadof him. A proxy need not be a member of the Company. A form of proxy is enclosed and to be valid must be completed andreceived by the Company’s Registrars, Capita Registrars, Northern House, Woodsome Park, Fenay Bridge, Huddersfield HD8 0JQ,not less than 48 hours before the time appointed for the holding of the meeting. Members who have lodged proxy form are notthereby precluded from attending the meeting and voting in person if they so wish.

2. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy but the vote of the firstnamed on the Register of Members of the Company will be accepted to the exclusion of the other joint holders.

3. Copies of the register of Directors’ interests kept in accordance with Section 325 of the Companies Act 1985 and copies of theservice contracts of the Directors are available for inspection during usual business hours on any week day (Saturdays, Sundaysand public holidays excepted) from the date of this notice and up to and including the date of the Annual General Meeting atthe registered office of the Company.

4. The Company, pursuant to regulation 41 (1) of the Uncertificated Securities Regulations 2001, specifies that only thoseshareholders registered in the register of members of the Company at 11.00 am on 12 December 2006 shall be entitled to attendor vote at the Annual General Meeting in respect of such number of shares registered in their name at that time. Changes toentries on the register of members after 11.00 am on 12 December 2006 shall be disregarded in determining the rights of anyperson to attend or vote at the Annual General Meeting.

Notice of Annual General Meetingcontinued


29

Noble Investments (UK) plc (“the Company”)

Proxy for use at the Annual General Meeting to be held at 11.00 am on 14 December 2006at CIPFA, 3 Robert Street, London, WC2N 6RL

I/We (name) ................................................................................................................................................................................................................................................ of

................................................................................................................................................................................................................................................................................

...............................................................................................................................................................................................................................................................(address)

being (a) member(s) of the Company, hereby appoint the Chairman of the meeting/or ..............................................................................................

(see note 4) as my/our proxy to attend and vote for me/us on my/our behalf at the Extraordinary General Meeting of the Companyto be held at 11.00 am on 14 December 2006 or any adjournment thereof. I/We direct my/our proxy to vote as indicated below and,on any other resolutions, as he or she thinks fit.

Ordinary Business FOR AGAINST

1 To receive and adopt the Directors’ report and the audited financial statements forthe year ended 31 August 2006

2 To re-elect A H E Baldwin as a Director

3 To re-elect D G Loulakakis as a Director

4 To re-elect J H J Allen as a Director

5 To reappoint Carter Backer Winter as auditors

6 To approve a final dividend of one pence per share

Special Business

7 To grant authority to allot shares in accordance with section 80 Companies Act 1985

8 To grant limited disapplication of pre-emption rights in accordance with section 89Companies Act 1985

9 To grant authority to make market purchases of own shares under section 166Companies Act 1985

Please indicate with an “X” in the spaces provided how you wish your votes to be cast. If no specific direction is giventhe proxy will vote or abstain at his discretion. If you intend to attend the meeting, please tick this box: ■■

Signature ........................................................................................................................................................... ............................................................................. Dated

(1) In order to be effective this Form of Proxy, duly completed and signed together with any power of attorney or other authority under which it issigned or a notarially certified copy thereof, must be deposited at the Company’s Registrars not less than 48 hours before the time fixed forholding the Meeting.

(2) If the appointer is a corporation this Form of Proxy must be under the common seal or under the hand of an officer or attorney duly authorisedin that behalf.

(3) In the case of joint holders, the vote of the senior who tenders a vote, whether in person of by proxy, shall be accepted to the exclusion of thevotes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register ofmembers in respect of the joint holding.

(4) A member may appoint one or more proxies of his choice in which case he should delete the reference to the Chairman of the meeting and insertthe name of the person(s) appointed in the space provided.

(5) A proxy need not be a member of Noble Investments (UK) plc but must attend the meeting in person to represent the member.

(6) Completion of this Form of Proxy will not prevent the member(s) from attending and voting at the meeting in person should they wish.

(7) In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company’s register ofmembers not later than 11.00 am on 12 December 2006 or, if the meeting is adjourned, members entered on the Company’s register of membersnot later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote thereat.

Form of Proxy

Annual Report 2006

BUSINESS REPLY SERVICELicence No. MB 122 11

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Capita RegistrarsProxy DepartmentPO Box 2534 Beckenham RoadBECKENHAMBR3 4BR

Registered Office

Barton HallHardy Street, Eccles

Manchester M30 7WJTel: 0161 7079911Fax: 0161 7079900

www.nobleinvestmentsplc.com

Commercial Operations

A H Baldwin & Sons Ltd11 Adelphi TerraceLondon WC2N 6BJTel: 020 7930 6879Fax: 020 7930 9450

www.baldwin.sh

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