Final Results -2-

The past year has been an especially tumultuous one with two EGMs, a plethora of 
litigation and threats of litigation, a new Board of Directors, a new management 
team, new auditors, a new administrator, and the elimination of leverage in our 
capital structure. In language that now seems faintly anachronistic, ACP at the 
beginning of 2008 styled itself as a provider of "equity, mezzanine and senior 
debt to companies targeting an integrated finance solution across their capital 
structure." The concept seems to have been to export capital from the UK in 
favour of investment opportunities on the Continent. The Group's largest 
investment by far was (and continues to be) in IFR, Capital plc ("IFR"), a 
Cyprus domiciled acquisition platform targeting small and medium-sized food 
companies in continental Europe. The Group had invested about EUR186 million in 
IFR by investing in four classes of debt, a class of preferred equity and common 
shares. By February, it appears to us that the relationship had broken down in 
acrimony. In April 2008, the Group commenced litigation against IFR and ING 
Bank, as lender in connection with technical provisions relating to one class of 
IFR debt. Prior to the Group's entering into a temporary stay of proceedings 
with IFR and ING in July, that litigation managed to consume close to GBP1.0 
million in legal and professional fees, and ACP's previous management had left 
ACP unrepresented at the IFR board level by resigning ACP's two IFR board seats. 
 
 
 
In May 2008, our largest shareholder, owning close to 30 percent of ACP's 
shares, served a written demand on ACP that ACP cease making new investments and 
forthwith return capital to shareholders. ACP rejected the shareholder's 
demands, stated that it would continue to make new investments and offered to 
assist the shareholder in disposing of its investment in the ACP through a 
"block trade." 
On 9 June 2008, ACP Mezzanine Limited ("ACPM") held a secondary offering. The 
objective was to raise EUR150 million to fund a EUR350 million "pipeline" of 
mezzanine debt. The "pipeline's" largest component was a deal called "ConPair" 
or "Helios", a large structured transaction comprising 61 small loans to 
continental European SME borrowers. The plan was that ACP would invest EUR15.0 
million and ACPM EUR57.0 million in several classes of notes issued through a 
Lehman Brothers CDO with an eight year maturity. ACP further intended to lever 
this transaction through the Deutsche Bank credit facility and thereby increase 
returns (and risk). 
 
 
 By June, the market's appetite for risk had begun to turn, and further 
investments in opaque, structured products no longer seemed so appealing. The 
ACPM secondary offering was heavily undersubscribed.  Rather than raising EUR150 
million, the offering raised only EUR80 million.  Of that EUR80.0 million, almost 60 
percent or EUR47.5 million was a subscription from ACP. So following the ACPM 
secondary offering, ACP had increased its investment in ACPM from about 47 to 
about 54 percent and ACPM became a subsidiary of ACP. 
 
 
The EGMs 
 
 
On 17 June, our largest shareholder requisitioned an EGM of shareholders to 
replace the Board. The objective was to force ACP to cease investing and return 
capital. Nonetheless, the Group accelerated their investment activity. On 16 
June, ACPM invested EUR9 million in the debt of Pfaff Industrie Maschinen AG 
("PFAFF"), a German sewing machine manufacturer. By September, PFAFF had 
voluntarily filed for insolvency. On 12 June, ACPM committed to advance EUR15 
million to a wholly-owned subsidiary of Leasecom Group SAS ("Leasecom") for a 
period of seven years. 
 
 
At an EGM on 17 July, the shareholders voted to remove the sitting directors. 
The day before, on 16 July, the Board, prior to being removed, took steps to 
ensure that an additional 15,318,823 Ordinary Shares were vested predominantly 
in the hands of three former directors. So as of 17 July, three former directors 
owned 27,421,118 shares or 14.77 percent of ACP. Of these shares, 12.5 million 
were purchased for cash (primarily at approximately a 50 percent discount to 
ACP's original offering price) while the remainder were acquired through share 
and option awards. 
 
 
Less than two months following their removal, on 3 September, the former 
directors ousted at the 17 July EGM requisitioned an EGM to replace the new 
Board. On 29 October, our shareholders overwhelmingly defeated the EGM 
resolutions put forward by these three former directors. With over 93 percent of 
ACP shares represented at the EGM in person or by proxy, over 84 percent of 
those shares voted in support of the new Board and opposed returning the former 
directors to office. Of the 16 percent of ACP's shares voting in favour of the 
resolutions, over 88 percent were shares controlled by the former directors. 
 
 
Management and Restructuring Issues 
 
 
Following the EGM, the new Directors undertook a comprehensive review of the 
Group's management, expenses, internal controls, and external service providers. 
We promoted two managers, both existing Group employees with experience in debt 
and equity and an appropriate knowledge of the Group's portfolio. We compensate 
them in large part based on cash returned to shareholders. We reduced the 
Group's staff by 50 percent and retained a core group of five employees. We 
moved into modest office space. Our staff now works out of a single room and 
shares common facilities with other companies in the building. We hired BDO Stoy 
Hayward LLP as our auditors. We replaced our accounting staff with an outsourced 
accounting service provider. We also changed administrators. 
 
 
One of our major accomplishments has been the elimination of leverage. When we 
took over in July, the Group had debt of approximately GBP60 million through a 
leverage facility with Deutsche Bank. The terms of the facility included 
asset-backed recourse financing, with a guaranteed minimum return to the 
financing institution regardless of whether the Group continued to require the 
facility, and a "key-man" provision that was triggered if several of the former 
managers left ACP. The Group commenced negotiations with Deutsche Bank in August 
and reached an agreement with them in September to pay them approximately GBP5.4 
million to cancel the facility. This represented a discount of 15 percent from 
our contractual obligation. By the time the facility was terminated, it 
supported less than GBP4.7 million of leverage because of repeated margin calls 
arising from the diminution in value of the Group's assets supporting the 
facility. By our calculations, the elimination of the Deutsche Bank leverage 
facility (given the collapse in pricing for the structured products which would 
have required significant additional margin collateral) along with halting the 
ConPair transaction, preserved the Group's financial and cash position. 
 
 
One of the major issues we have had to deal with was a legacy of unpaid 
liabilities, primarily legal bills and claims by disgruntled former employees 
who felt that they had been treated unfairly. Starting in July, when the new 
Board took over, we were confronted with numerous demands for the payment of 
unpaid legal bills incurred by previous management. Some of these were for legal 
bills dating back to 2006 and the total of these legal bills amounted to well in 
excess of GBP2 million. They were from law firms in the UK, the US, Germany, 
France and Cyprus. In September, one of the UK law firms commenced a lawsuit 
against us alleging unpaid obligations in excess of GBP1.9 million. That firm 
attempted to commence a winding up proceeding against one of the Group's UK 
entities. A key piece of evidence supporting this claim was a signed letter from 
ACP's former CEO who had been removed in the July EGM. This letter had been 
provided to the law firm after the CEO left ACP. Without getting into a lot of 
detail, the material claims have now all been settled and adjustments have been 
reflected in the balance sheet post year-end. 
 
 
Our Portfolio 
 
 
Our portfolio at the year end was as follows: 
 
 
IFR Capital plc 
 
 
IFR is a Cyprus domiciled company, traded on the AIM market and whose operations 
are headquartered in Dusseldorf. At year end 2008, its shares traded at EUR0.10 
per share, down 90 percent from flotation little more than two years earlier, 
and had a market capitalisation of around EUR23 million. IFR is very thinly traded 
- three shareholders, including ACP, control close to 75 percent of the 
outstanding shares - so it is questionable how much information the market price 
conveys. ACP is an investor in three classes of IFR debt, a class of preferred 
equity shares, and the ordinary equity. Although the equity does on occasion 
trade and is therefore carried at its bid price, the debt does not and is 
carried at an indicative price. The preferred equity is carried at 55.5 percent 
of par, which represents a reduction in value of 44.5 percent since our 
semi-annual report. The reasoning behind this write down has nothing to do with 
what we expect to ultimately realise, but rather that IFR's preferred equity 
cannot in our view be marked above IFR's most junior debt, which was 
indicatively priced at 55.5 percent of par at year end. 
 
 
IFR comprises three major operating subsidiaries: Nordsee GmbH, Europe's largest 
fish restaurant chain and number one non-burger fast food chain in Germany and 
Austria; Homann Chilled Food GmbH, a manufacturer of chilled food and 
convenience products; and Hamker Lebensmittel Beteiligungs GmbH and Co. KG, a 
manufacturer of sauces and dressings. The concept behind IFR was to "roll up" 
the German food industry and generate profits by creating synergies and 
eliminating inefficiencies. IFR went public in November 2006 with an offering 
that raised EUR135 million before costs. ACP was one of the two sponsors in the 
offering and invested EUR17.34 million. ACP received a further 20.8 million shares 
from assets contributed in kind to IFR. According to the IFR offering document