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To: Mr Phillip Rhoden Esq Clubfinance Ltd P.O. Box 1036 Hemel ...

To: Mr Phillip Rhoden Esq Clubfinance Ltd P.O. Box 1036 Hemel ...

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(3b) any variation since the<br />

date of the relevant<br />

balance sheet of the<br />

companies comprising the<br />

Group;<br />

(4) excluding (so far as not already<br />

excluded):<br />

(4a) amounts attributable to<br />

the proportion of the<br />

issued equity share capital<br />

of any subsidiary<br />

undertaking which is not<br />

attributable, directly or<br />

indirectly, to the<br />

Company;<br />

(4b) any sum set aside for<br />

taxation (other than<br />

deferred taxation);<br />

(5) deducting:<br />

(5a)<br />

sums equivalent to the<br />

book values of goodwill<br />

and other intangible assets<br />

shown in the relevant<br />

balance sheet; and<br />

(5b) the amount of any<br />

distribution declared,<br />

recommended or made<br />

by any Group company to<br />

a person other than a<br />

Group company out of<br />

profits accrued up to and<br />

including the date of (and<br />

not provided for in) the<br />

relevant balance sheet;<br />

‘‘cash deposited’’ means an amount<br />

equal to the aggregate of the amounts<br />

beneficially owned by Group<br />

companies which are deposited for<br />

the time being with any bank or other<br />

person (not being a Group company)<br />

and which are repayable to any Group<br />

company on demand or within three<br />

months of such demand, subject, in<br />

the case of amounts deposited by a<br />

partly-owned subsidiary undertaking,<br />

to the exclusion of a proportion<br />

thereof equal to the proportion of its<br />

issued equity share capital which is not<br />

attributable, directly or indirectly, to<br />

the Company;<br />

‘‘monies borrowed’’ include not only<br />

monies borrowed but also the<br />

following except in so far as otherwise<br />

taken into account:<br />

(1) the nominal amount of any issued<br />

share capital and the principal amount<br />

of any debenture or borrowings of<br />

any person, the beneficial interest in<br />

which or right to repayment to which<br />

is not for the time being owned by a<br />

Group company but the payment or<br />

repayment of which is the subject of a<br />

guarantee or indemnity by a Group<br />

company or is secured on the assets<br />

of a Group company;<br />

(2) the principal amount raised by any<br />

Group company by acceptances or<br />

under any acceptance credit opened<br />

on its behalf by any bank or<br />

acceptance house (not being a Group<br />

company) other than acceptances and<br />

acceptance credits relating to the<br />

purchase of goods or services in the<br />

ordinary course of trading and<br />

outstanding for six months or less;<br />

(3) the principal amount of any debenture<br />

(whether secured or unsecured) of<br />

any Group company owned otherwise<br />

than by a Group company;<br />

(4) the principal amount of any<br />

preference share capital of any<br />

subsidiary undertaking owned<br />

otherwise than by a Group company;<br />

(5) any fixed or minimum premium<br />

payable on final repayment of any<br />

borrowing or deemed borrowing (but<br />

any premium payable on final<br />

repayment of an amount not to be<br />

taken into account as monies<br />

borrowed shall not be taken into<br />

account); and<br />

(6) any fixed amount in respect of a<br />

hire-purchase agreement or of a<br />

finance lease payable in either case by<br />

a Group company which would be<br />

shown at the material time as an<br />

obligation in a balance sheet prepared<br />

in accordance with the accounting<br />

principles used in the preparation of<br />

the relevant balance sheet (and for<br />

the purpose of this sub-paragraph (6)<br />

‘‘finance lease’’ means a contract<br />

between a lessor and a Group<br />

company as lessee or sub-lessee<br />

where substantially all the risks and<br />

rewards of the ownership of the asset<br />

leased or sub-leased are to be borne<br />

by that company and ‘‘hire-purchase<br />

agreement’’ means a contract of<br />

hire-purchase between a hire-purchase<br />

36

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