FOR IMMEDIATE RELEASE 25 FEBRUARY 2002

Corporate Synergy Holdings PLC, the AIM quoted provider of corporate finance advice to small and medium-sized quoted and unquoted companies, announces its preliminary results for the year ended 30 November 2001.

• Highlights

• Turnover up 25.8% to £2.1 million (2000 - £1.65 million)

• Operating profit on continuing operations up 5.6% to £494,749 (2000 - £468,439)

• Loss before tax of £270,497 after a non recurring write off of goodwill of £713,321

• Final dividend of 0.2p per share, total dividend for the period of 0.3p

• Net assets of 4.7p per share

• Successful admission to AIM in April 2001

Commenting on the results, Edward Vandyk, Chief Executive of Corporate Synergy said: "Following our successful admission to AIM, Corporate Synergy PLC, our sole operating subsidiary, has continued to make good progress with growth in its business - a significant achievement against a backdrop of difficult market conditions for smaller companies. We will continue to explore opportunities which enable us to expand our offering to our clients and look forward to the current year with optimism, especially as the market for smaller quoted companies improves."

For further information, please contact:

Edward Vandyk, Chief Executive 07836 727212

Lindsay Mair, Finance Director 020 7626 2244

Alex Walters 020 7430 1600

I am pleased to be able to present the first set of audited results for the Group since I became Chairman in April 2001, when the Company acquired Corporate Synergy PLC ("Corporate Synergy") and was admitted to trading on AIM.

I am pleased to say that Corporate Synergy, the sole trading subsidiary, has had another excellent year, notwithstanding the events of 11 September 2001 and the generally difficult market conditions for small quoted companies, in which it specialises.

The comparative results for Corporate Synergy for the two years ended 30 November 2000 and 2001 respectively are summarised below.

The operating profits of Corporate Synergy, before interest and dividends received, increased by 5.6% over the previous year which I believe to be a good result, especially against market conditions.

Turnover increased by 25.8% but this reflects, in part, commissions received and thus recorded as turnover, but then paid in part to third parties.

The current financial year has started satisfactorily which, together with the current level of activity within Corporate Synergy, means that the Group can continue to look forward with some optimism, especially as the market for smaller quoted companies hopefully improves.

I turn now to the consolidated results of the Group for the year ended 30 November 2001. These results are prepared on the basis of reverse acquisition accounting (which is more fully explained in note 1) which the directors believe gives a true and fair view of the Group’s position, rather than acquisition accounting, which would have included goodwill in the balance sheet of the group and only consolidated the profits of Corporate Synergy from 24 April 2001, the date of acquisition. The comparative figures for the previous year are those of Corporate Synergy in isolation.

The consolidated figures show a loss before tax of £270,497 after writing off goodwill, on a one off basis only, of £713,321, arising as a result of reverse acquisition accounting (the goodwill written off includes £327,993 of costs associated with the acquisition of Corporate Synergy) and taking into account £116,166 exceptional items which relate solely to the admission of the Company to trading on AIM. Given there is now no goodwill in the balance sheet the question of further write offs does not arise. Thus the profit for the Group before the write off of goodwill and tax but after deducting the flotation costs was £442,824.

Thus the full year earnings per share of Corporate Synergy alone would be 0.74p on the basis of 47,495,572 shares in issue. Ignoring exceptional flotation costs, write off of goodwill and intra group dividends received the parent company alone recorded a surplus of some £40,109 before tax which included realised profits of £90,877 on the sale of investments.

Dividend 

We are proposing a final dividend of 0.2p payable on 8 April 2002 to holders on the register on 8 March 2002. This final dividend will make a total payable for the period of 0.3p.

Authority to Buy Back Shares 

We believe that the strengths of the Group, bearing in mind net assets of 4.7p per share (largely cash), dividends of 0.3p per share and pro forma potential earnings per share of 0.74p (as explained above) are not fully reflected in a share price of 7.75p per share (as at the date of this statement).

With this in mind the Board is proposing that at the forthcoming AGM not only to take the authority to allot shares and waive preemption rights in accordance with S80 and S95 of the Companies Act 1985, although no shares can be issued below the 10p par value, but also the authority to buy back shares. The Board intends to buy back shares if such shares become available at advantageous prices with a view to improving earnings per share.

Strategy

The Group was floated on AIM with a view to broadening the base of its activities and thus offering a wider range of services to clients. One important route to achieving this would be in acquiring distribution either by creating or by buying a stockbroker. A number of discussions have been held with relevant parties since flotation but none have yet come to fruition. The board regards it is as important that the Group continues to pursue such opportunities We will of course keep shareholders informed as to progress in this area and any other areas.

Although as an AIM company we are not required to comply with the Combined Code, at the time of flotation the Board created a remuneration committee and an audit committee and I am pleased to report that such committees and the corporate governance ethic which they embody has worked well.

In addition to making a number of short term investments using the parent company’s funds, which with one exception were realised during the period under review, the Company has, since the year end, invested some £90,000 in taking a 17% equity position and making a secured loan to M&P Direct PLC, an unquoted company, which operates the largest mail order business in the UK selling motor cycle clothing parts and accessories. We intend to continue to pursue investment opportunities as and when they arise to use surplus funds.

Before closing I would like to thank the directors and the employees of Corporate Synergy for their hard work and commitment during what has been a difficult year of change where markets have not been at their most receptive for small companies.

J. Pither

Chairman

All amounts relate to continuing activities.

All recognised gains and losses are included in the profit and loss account.

The results and consolidated balance sheet incorporate the audited results of Corporate Synergy Holdings PLC and its subsidiary undertaking made up to 30 November 2001, and have been prepared on the basis of the accounting policies set out below.

On 24 April 2001, the company became the legal parent of Corporate Synergy in a share for share transaction. Due to the relative value of the companies, the former Corporate Synergy shareholders became the majority shareholders with 72% of the enlarged share capital. Further, the company’s continuing operations and executive management were those of Corporate Synergy. Accordingly, the substance of the combination was that Corporate Synergy acquired Corporate Synergy Holdings PLC in a reverse acquisition. As part of the business combination Corporate Synergy Holdings PLC changed its year end to 30 November.

Under the requirements of the Companies Act 1985, it would normally be necessary for the company’s consolidated accounts to follow the legal form of the business combination. In that case the pre-combination results would be those of Corporate Synergy Holdings PLC and its subsidiary undertakings, which would exclude Corporate Synergy. Corporate Synergy would then be brought into the group from 24 April 2001. However, this would portray the combination as an acquisition of Corporate Synergy by Corporate Synergy Holdings PLC and would, in the opinion of the directors, fail to give a true and fair view of the substance of the business combination. Accordingly, the directors have adopted reverse acquisition accounting as the basis of consolidation in order to give a true and fair view.

In invoking the true and fair override the directors note that reverse acquisition accounting is endorsed under International Accounting Standard 22 and that the Urgent Issues Task Force of the UK’s Accounting Standards Board considered the subject and concluded that there are instances where it is right and proper to invoke the true and fair override in such a way.

As a consequence of applying reverse acquisition accounting, the results for the year ended 30 November 2001 comprise the results of Corporate Synergy for its year ended 30 November 2001, plus those of Corporate Synergy Holdings PLC from 24 April 2001, the date of the reverse acquisition, to 30 November 2001. The comparative figures are those of Corporate Synergy for the year ended 30 November 2001. Goodwill amounting to £713,321 arose on the difference between the fair value of Corporate Synergy Holdings PLC’s share capital and the fair value of its net assets at the reverse acquisition date. The goodwill has been written off in the year ended 30 November 2001 because Corporate Synergy Holdings PLC had no continuing business and therefore the goodwill has no intrinsic value.

The effect on the consolidated financial statements of adopting reverse acquisition accounting, rather than following the legal form, are widespread. However, the following table indicates the principal effect on the composition of the reserves.

Turnover 

Turnover comprises the invoiced value of goods and services supplied by the group, exclusive of value added tax. Advisory fees are recognised when the relevant transaction is completed and retainer fees are recognised over the length of the agreement. Other fees are recognised in accordance with the underlying terms of engagement.

Goodwill arising on an acquisition of a subsidiary undertaking is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired. It is capitalised and amortised through the profit and loss account over the directors’ estimate of its useful economic life. Provision is made for any permanent diminution in value.

Goodwill arising on the reverse acquisition of Corporate Synergy Holdings PLC has been written off to the profit and loss account for the reasons explained above.

Depreciation 

Depreciation is provided to write off the cost or valuation, less estimated residual values, of all tangible fixed assets evenly over their expected useful lives. It is calculated using the following rates:

Fixtures and equipment - 17% - 25% per annum

Value of investments 

Investments held as fixed assets are stated at cost less any provision for impairment in value. Investments held as current assets are stated at the lower of cost and market value.

Pension costs 

Contributions by the group to personal pension plans are charged to the profit and loss account in the period in which they become payable.

Deferred taxation 

Provision is made for timing differences between the treatment of certain items for taxation and accounting purposes to the extent that it is probable that a liability or asset will crystallise.

Where assets are financed by operating leases their annual rentals are charged to the profit and loss account on a straight line basis over the term of the lease.

Liquid resources 

For the purposes of the cash flow statement, liquid resources are defined as short term deposits.

The need for any tangible fixed assets or goodwill impairment write down is assessed by comparison of the carrying value of the asset against the higher of its net realisable value and value in use.

The costs of admission to AIM of £116,166 have been charged to the profit and loss account. These costs are sufficiently material for the directors to believe they should be disclosed separately.

The tax charge relates to the charge made in Corporate Synergy which equates to 29% of profits before tax. There is no tax charge in Corporate Synergy Holdings PLC due to the availability of tax losses in that company.

A final dividend of 0.2p per ordinary share of 10p each (2000: nil) will be proposed at the Annual General Meeting. If approved, this dividend will be paid on 8 April 2002 to members on the register on 8 March 2002.

An interim dividend of 0.1p per ordinary share of 10p each (2000: nil) was paid on 10 August 2001.

The calculation of basic earnings per ordinary share for the year ended 30 November 2001 is based on the loss after taxation of £444,346 (2000: profit of £345,438). The calculation of basic earnings per share is based on a weighted average number of ordinary shares in issue during the year of 42,079,000 (2000: 27,521,000).

Additional disclosure has been provided in respect of earnings per share before goodwill written off as the Directors believe this gives a better view of ongoing maintainable earnings.

The results and consolidated balance sheet incorporate the audited results of Corporate Synergy Holdings PLC and its subsidiary undertaking made up to 30 November 2001, and have been prepared on the basis of the accounting policies set out in note 1. These have been extracted from the Group’s financial statements to that date which received an unqualified auditor’s report and will be filed with the Registrar of Companies. The financial information for the period ended 30 November 2000 have been extracted from the audited financial statements of Corporate Synergy for that year, which have been filed with the Registrar of Companies. The auditors’ report on these accounts was unqualified.

The financial information contained in this preliminary announcement does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985.

The Report and Accounts will be posted to shareholders at least 21 days before the Annual General Meeting and copies will be available from the Company Secretary at 12 Nicholas Lane, London EC4N 7BN