Final Results

Arc International PLC 28 February 2001 ARC INTERNATIONAL PLC RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED 31 DECEMBER 2000 2000 marks a record year for the Company in terms of strong revenue growth, technology advances and key operational milestones Elstree, UK - 28 February 2001: ARC International plc ('ARC International' or the 'Company'; LSE: ARK.L), a leading designer and developer of customisable, high-performance microprocessors and related intellectual property solutions, today announced results for the fourth quarter and the year ended 31 December 2000. The Company's revenues experienced further growth during the fourth quarter. Revenues for the year totalled £10.6 million and the Company closed the year with a strong cash position of £145.8 million in hand. The Company has also announced a number of significant licensees including: IBM, Infineon Technologies, VTech Communications and Austria Mikro Systeme International. Highlights Quarter ended 31 December 2000 * Turnover up 10% to £3.5 million, compared with £3.2 million in the third quarter * Net loss reduced to £4.7 million from £5.3 million in the third quarter * 17 key design licences and nine additional customers won in the fourth quarter * New licence agreements announced with - IBM, Infineon Technologies, VTech Communications and Austria Mikro Systeme International * Release of an integrated Bluetooth(TM) package for developers who want to add wireless technology to their products Year ended 31 December 2000 * Total turnover increased to £10.6 million, compared with £1.9 million in 1999 * Further diversification of customer base and expanded turnover streams - 73 licences from 44 customers at 31 December 2000, compared with 26 licences from 17 customers at 31 December 1999 * Successful integration of V Automation Inc. and Precise Software Technologies Inc., both acquired in March 2000 * Considerable growth in the number of employees worldwide from 102 at the end of 1999 to 279 at the end of 2000 * Successful completion of initial public offering on London Stock Exchange, raising approximately £126.4 million in net proceeds in September 2000 Commenting on the results, Bob Terwilliger, Chief Executive Officer, said: 'It has been an exciting year for ARC and we are very pleased to be announcing such encouraging results for our first year-end as a public company. 'Our rapid growth was driven by excellent progress in building our portfolio of customers. This now includes three of the world's leading 10 semiconductor manufacturers and six of the world's leading 30 original equipment manufacturers. 'Today's important licensee announcements include several with whom we have been working for some time and are now able to make public for the first time. Most notably, IBM has been a licensee since 1998, while Infineon and VTech became licensees in the third quarter of 2000. 'The flexibility of our microprocessor and related intellectual property is enabling customers to apply our technology successfully across a wide range of market segments in telecommunications, networking and consumer electronics. In particular, we believe it helps them speed up product development and bring their differentiated products to the market faster than with traditional technologies. 'I am confident that in 2001 we will continue to build upon the strong platform that we have created for the Company.' For further information, please contact: Bob Terwilliger CEO, ARC International plc 020 8236 2800 Simon Poulton CFO, ARC International plc 020 8236 2800 Peter Aubusson Investor Relations Manager, ARC International plc 020 8236 2800 Sue Pemberton Citigate Dewe Rogerson 020 7638 9571 All the above will be available on 020 7638 9571 on 28 February. Operating Review - A review of 2000 During the year, ARC International made substantial progress on many fronts. Our key operational focus was on driving the growth of the business, which we achieved with turnover advancing to £10.6 million, compared with turnover in 1999 of £1.9 million. This turnover growth was attributable to broader market penetration and customer acceptance of ARC's technology, generating an increase in licence fees for our intellectual property, as well as our acquisitions of V Automation Inc. and Precise Software Technologies Inc. in March 2000. By the year-end, we had increased our total design licences to 73 licences from 44 customers, compared with 26 licences from 17 customers at the end of 1999. Customers We believe that the breadth of our customer base reflects the growing acceptance we have gained for our intellectual property in the four years since ARC became the first company to introduce user-configurable microprocessor technology. Our licensees include three of the world's leading 10 semiconductor manufacturers and six of the world's leading 30 original equipment manufacturers. Our licensees include: Austria Mikro Systeme International, Brightcom, Flextronics Semiconductor, Fujitsu, IBM, Infineon Technologies, SanDisk, Texas Instruments, Vitesse, VTech Communications and Xemics. We have today announced several important licence agreements: * Infineon Technologies, a leading innovator in the international semiconductor industry, has licensed ARC's microprocessor for its next generation digital subscriber line (DSL) transceiver technology. * IBM has been a licensee since 1998. The details of the specific application of ARC's technology remain confidential until the product is available in the market. * VTech Communications, one of the world's leading consumer electronics corporations, is using ARC's microprocessor in its cordless phones, providing both the microcontroller and DSP capability in the same core. * Austria Mikro Systeme International, one of Europe's leading designers of systems based on mixed analogue and digital circuit design, has licensed ARC's microprocessor for a variety of low power product designs using Bluetooth(TM) and MP3 applications. As at 31 December 2000, we have six customers shipping nine products that incorporate the Tangent processor, including set-top boxes, cordless telephones, network routers and digital cameras. Alliances We have developed key strategic alliances that enable our customers to accelerate product design and reduce their time to market, and consequently achieve profits more rapidly than was previously possible. Key alliances formed in 2000 and early 2001 include: * Xilinx, pioneers of the field-programmable gate array (FPGA), an electronic device that enables designers to build systems instantly onto a chip rather than have them manufactured at a semiconductor foundry. ARC's Tangent processor is now available in Xilinx devices from a worldwide network of design centres. * Flextronics Semiconductor, a leading supplier of application specific integrated circuits services, is working with us to enable ARC's customers to gain access to Flextronics' design and global manufacturing capabilities. * WindRiver's VxWorks(TM) real time operating system and Tornado development environment are now available for ARC's Tangent processor core. We are providing customers using our user-configurable core with a complete and integrated development solution. * Corelis' JTAG emulators are now available for a configurable processor, offering powerful development and test capabilities normally only provided by bulky and expensive external hardware. The two new emulators make use of ARC's unique on-chip debug capabilities to provide features that support any processor clock speed at which the target system runs. Applications of ARC's Technology We focus on developing the ARC technology for use in telecommunications, networking and consumer electronics. The flexibility provided by the configurability of the ARC Tangent processor and the related hardware and software intellectual property, enables customers to apply ARC technology across a wide range of markets. For example, Hyperchip is using our technology to produce a very specialised ultra high speed network router, while at the other extreme the ARC technology has enabled SanDisk to reduce costs in its high volume flash data storage products. We believe that the versatility of our microprocessor and the integrated hardware and software intellectual property that we offer enables our customers to speed up product development and bring their differentiated products to the market faster than with traditional technologies. Technology developments We have advanced ARC's technology substantially during the year. In the first quarter, we commenced shipment of ARC 3, our third generation microprocessor. In May, at the network technology sector's premier industry event, Networld and Interop, five of our customers exhibited products using ARC technology. In June, BrightCom announced the first single-chip Bluetooth(TM) wireless technology protocol processor, incorporating ARC's technology. In November, we launched our own low-cost package of intellectual property for customers developing Bluetooth(TM) solutions, which is planned to be available for delivery in the second quarter of 2001. During the autumn, we announced the introduction of our next generation microprocessor, the Tangent-A4, incorporating hardware and software intellectual property elements of the technologies from our subsidiary businesses, MetaWare, Precise Software Technologies and VAutomation, as well as third party partners. Since the end of the year, we have commenced deliveries of the Tangent-A4 to customers. Expansion The number of our employees increased in both Europe and North America in line with our business plan. At the end of 2000, we had 279 employees worldwide, compared with 102 employees at the end of 1999. In addition to the UK, our employees are principally located in North America in San Jose, California; Nashua, New Hampshire; and Ottawa, Canada. We moved to a new UK headquarters in Elstree, Hertfordshire, and opened or moved to new offices in France, Germany, Israel and Sweden. In addition to the existing research and development facilities at Elstree and Ottawa, we invested in a strengthened research and development group at our North American headquarters in San Jose, California. Acquisitions We acquired Precise Software Technologies of Ottawa, Canada, and VAutomation of Nashua, New Hampshire, USA in March 2000. These acquisitions, in addition to the acquisition of MetaWare in 1999, enable the ARC International group companies to provide an enlarged solution for developing complete electronic systems based on a single chip. ARC's sales team can now offer the customer an integrated solution based on the microprocessor, development tools, and any additional software or hardware intellectual property that might be required. We have applied, and will continue to apply, significant resources to developing and managing the engineering resources and technology capabilities of each of the group's companies to provide our customers with proven, integrated solutions. Initial Public Offering ARC International was successfully admitted to the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange in September 2000. Our initial public offering raised £126.4 million (net of expenses) which is being used to develop the business further. Outlook We believe that our user-configurable microprocessor technology offers important competitive advantages in terms of our ability to provide customers with an integrated solution that reduces a product's time to market. We believe that as the number of applications for embedded processors increases, ARC's flexible technology will enable customers to continue to create customised solutions. We believe that the long-term prospects of the embedded processor intellectual property market remain strong. In 2001, we are confident that we will build upon the strong platform that we have created for the Company. Our objectives for the year are to extend our technological leadership and maintain revenue growth through deeper penetration of our three main vertical markets: telecommunications, networking and consumer electronics. We also intend to secure more blue-chip customers and build further on our relationships with OEMs. At this early stage, we believe that we are on course to achieve our objectives. Financial Review Fourth Quarter ended 31 December 2000 Total turnover for the fourth quarter was £3.5 million, up 10% on the previous quarter. The increase from the previous quarter was principally attributable to the addition of nine new customers and 17 new licence agreements. Turnover in the fourth quarter was comprised of: £2.7 million in licence fees, compared with £2.5 million in the third quarter; £679,000 in maintenance and services, compared with £534,000 in the third quarter; and £165,000 in royalties, compared with £135,000 in the third quarter. Cost of sales was £0.3 million in the quarter, resulting in a gross margin of 92%, compared with £0.3 million in the previous quarter, resulting in a gross margin of 91%. Total operating expenses, inclusive of costs of sales, amortisation of goodwill and depreciation, were £10.5 million in the quarter, an increase of 19% from £8.9 million in the previous quarter. Research and development costs in the quarter were £3.6 million, an increase of 40% from £2.6 million in the previous quarter. This principally reflects continued investment in engineering headcount, both within the quarter and late in the third quarter. Engineering headcount rose 5% to 162 during the quarter. Sales and marketing costs in the quarter were £3.9 million, compared with £2.7 million in the previous quarter. The higher expense in this quarter is, in part, due to the expansion late in the third quarter of our sales force in North America, Europe and Asia. Sales and marketing headcount remained at 77 during the quarter having increased by 18% since the end of the second quarter. In addition, trade show and related costs were higher in this quarter than in the previous quarter. General and administration costs in the quarter were £1.7 million, an increase of 76% from £0.9 million in the previous quarter. The main reason was an increase in headcount costs associated with managing our rapidly growing business and other costs associated with our conversion to publicly quoted company status. The provision for National Insurance Contributions on the exercise of share options was reduced by a credit of £0.2 million in the quarter, compared with a charge of £1.2 million in the previous quarter. Interest income was £2.3 million in the quarter, compared with £0.4 million in the previous quarter. This increase was due to the strengthened cash position following receipt of proceeds from the Company's initial public offering in September 2000. The net loss in the quarter decreased to £4.7 million, compared with £5.3 million in the previous quarter. Year ended 31 December 2000 Turnover Our total turnover increased from £1.9 million in 1999 to £10.6 million in 2000. This increase was primarily attributable to an increase in the number of our customers and licence fees together with acquisitions made in the year. Of our total turnover in 2000, £7.0 million was attributable to continuing operations and £3.6 million was attributable to acquisitions. Our design licences have increased from 26 licences from 17 customers at 31 December 1999 to 73 licences from 44 customers at 31 December 2000. Our turnover from customers in North America increased from £1.6 million in 1999 to £7.9 million in 2000, representing approximately 75% of our total turnover in 2000. We expect the turnover that originates in North America to increase in absolute terms but to decrease as a percentage of worldwide turnover as turnover outside North America increases. In 2000, no single customer represented more than 10% of our turnover. Licence fees increased from £1.5 million in 1999 to £8.2 million in 2000. This increase in licence fees was attributable to an increase in the number of our customers and licence fees attributable to our acquired businesses. We expect licence fees to increase in absolute terms, but decrease slightly as a percentage of total turnover, as the proportion of maintenance and royalties increases. Maintenance and services increased from £0.3 million in 1999 to £1.9 million in 2000. This increase was attributable to the increase in the number of our customers and revisions to the pricing and term of our maintenance made during 1999, as well as our acquisition of VAutomation and Precise. We expect maintenance and services turnover to increase in absolute terms as the number of our customers increases, but to remain flat as a percentage of total turnover in the short-term. Royalties increased from £0.1 million in 1999 to £0.5 million in 2000. Royalties in 2000 were related to nine end-products currently in production, such as routers, digital cameras and set-top boxes. To date, we have not recognised significant turnover from royalties. We expect to recognise significant royalties as our customer base commences production of end-products which incorporate the Tangent processor. We also expect turnover from royalties to increase significantly in absolute terms and as a percentage of total turnover in the longer term. Cost of sales increased in absolute terms from £0.4 million in 1999 to £0.9 million in 2000, but decreased as a percentage of total turnover from 19% in 1999 to 8% in 2000. The increase in cost of sales in absolute terms was attributable to a corresponding increase in maintenance and services over the period. The decrease in cost of sales as a percentage of total turnover was attributable to increased efficiencies in the provision of maintenance and services and timing differences. We expect cost of sales to continue at approximately this level in the foreseeable future. Total operating expenses, inclusive of depreciation and amortisation of goodwill but exclusive of costs of sales, increased from £7.2 million in 1999 to £29.1 million in 2000, partly attributable to our acquisitions of V Automation and Precise. This increase also included a charge of £1.1 million (1999 £nil) relating to National Insurance Contributions in respect of share options granted between April 1999 and September 2000. Our personnel increased from 102 employees at 31 December 1999 to 279 employees at 31 December 2000, including 75 employees as a result of the acquisitions of VAutomation and Precise. Research and development expenses increased from £3.3 million in 1999 to £9.3 million in 2000. This increase was attributable to an increase in the number of our research and development personnel from 63 employees at 31 December 1999 to 162 employees at 31 December 2000. We anticipate that research and development expenses will continue to represent a substantial proportion of our operating expenses. Sales and marketing expenses increased from £2.3 million in 1999 to £10.2 million in 2000. The significant increase in sales and marketing expenses in 2000 was attributable to an increase in the number of our sales and marketing personnel and other increased marketing expenses associated with our efforts to increase public awareness of the Tangent processor and to further enhance our market position. Sales and marketing personnel increased from 28 employees at 31 December 1999 to 77 employees at 31 December 2000. We expect sales and marketing expenses to increase in absolute terms and to remain a reasonably constant proportion of total turnover. General and administrative expenses increased from £0.8 million in 1999 to £ 4.4 million in 2000. General and administrative personnel increased from 11 employees at 31 December 1999 to 40 employees at 31 December 2000, including our non-executive directors. We expect general and administrative expenses to continue to increase in absolute terms as we continue to hire additional personnel, but decrease as a percentage of total turnover in the long term. We also expect general and administrative expenses to increase in absolute terms in future periods as a result of the costs associated with the reporting and corporate communication requirements applicable to listed public companies. Amortisation of goodwill increased from £0.6 million in 1999 to £3.4 million in 2000. This increase was attributable to an increase in goodwill generated from our acquisitions of VAutomation and Precise, together with a full year charge in respect of goodwill generated from our acquisition of MetaWare. Net interest income consists primarily of interest income generated from financing activities, after allowing for interest on operating and finance leases. Interest income increased from £0.1million in 1999 to £3.0 million in 2000. This increase was attributable to interest received on the proceeds of private placements in March and July 2000 and our initial public offering in September 2000. To date, we have not paid any significant corporation taxes due to estimated accumulated tax losses of £5.1 million as of 31 December 1999 and £21.1 million as of 31 December 2000. Due to the uncertainty of the realisation of the benefits of our net operating loss carry forwards in future tax returns, we have not recognised any deferred tax assets. Our U.K. net operating loss carry forwards do not expire. The balance sheet was strengthened during the year by funds raised through two private placements and our listing on the London Stock Exchange. Net assets at 31 December 2000 were £164.6 million (including net cash of £145.9 million) compared with £11.0 million at 31 December 1999. The net cash outflow from operations was £14.3 million, capital expenditure was £3.8 million and the cash element for the acquisitions of Precise Software Technologies and V Automation was £3.2 million. Net interest income was £2.9 million and cash from financing was £158.3 million in total. The movement in net cash over the year was a £140.1 million inflow. The board of directors does not recommend the payment of a final dividend in respect of the financial year. We currently intend to retain future earnings, if any, to fund the development and growth of our business and do not anticipate paying cash dividends. ARC International plc Consolidated profit and loss account For the year ended 31 December 2000 3 months ended Year ended Year ended 31 December 31 December 31 December 2000 2000 1999 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Turnover Continuing 2,407 7,001 1,914 Acquisitions 1,099 3,563 - --------- --------- --------- 3,506 10,564 1,914 Operating costs Goodwill amortisation (1,020) (3,379) (574) Other operating costs (9,528) (26,550) (6,956) ----------- ----------- ----------- (10,548) (29,929) (7,530) Total operating loss Continuing (5,322) (16,274) (5,616) Acquisitions (1,720) (3,091) - ----------- ----------- ----------- Loss before interest and tax (7,042) (19,365) (5,616) Interest receivable and similar income 2,329 3,008 115 Interest payable and similar charges (3) (18) (5) ----------- ----------- ----------- Loss on ordinary activities before tax (4,716) (16,375) (5,506) Tax on loss on ordinary activities - - - ----------- ----------- ----------- Retained loss for the period (4,716) (16,375) (5,506) ----------- ----------- ----------- Loss per share (7.72)p (4.29)p Diluted loss per share (7.72)p (4.29)p Summary of operating expenses Operating costs Cost of sales (291) (862) (360) Research and development (3,569) (9,298) (3,288) Sales and marketing (3,890) (10,218) (2,288) General and administration (1,660) (4,351) (793) NIC on share options 153 (1,116) - Depreciation of fixed assets (271) (705) (227) Amortisation of goodwill (1,020) (3,379) (574) ------------- ------------- ------------- Total operating expenses (10,548) (29,929) (7,530) ------------- ------------- ------------- ARC International plc Consolidated statement of total recognised gains and losses for the year ended 31 December 2000 3 months ended Year ended Year ended 31 December 31 December 31 December 2000 2000 1999 (unaudited) (unaudited) (audited) Loss for the period £'000 £'000 £'000 Currency translation difference (4,716) (16,375) (5,506) Total loss for the period (117) (381) (33) --------- --------- --------- (4,833) (16,756) (5,539) --------- --------- --------- ARC International plc Consolidated balance sheet as at 31 December 2000 As at As at 31 December 2000 31 December 1999 (unaudited) (audited) £'000 £'000 Fixed Assets Intangible assets 16,355 5,744 Tangible assets 4,060 738 ----------- ----------- 20,415 6,482 ----------- ----------- Current Assets Debtors 6,561 1,531 Cash at bank and in hand 2,569 5,330 Investments - bank deposits 143,289 500 ------------- ------------- 152,419 7,361 Creditors - amounts within one year (8,180) (2,838) ------------- ------------- Net current assets 144,239 4,523 Total assets less current liabilities 164,654 11,005 Creditors - Amounts after one year (17) (12) ------------- ------------- Net Assets 164,637 10,993 ------------- ------------- Capital and reserves Called up share capital 273 53 Share premium account 149,061 15,603 Exchangeable shares 5,025 - Merger reserve 107 107 Profit and loss account (14,492) (4,788) Other reserves 24,663 18 ------------- ------------- Total shareholders' funds 164,637 10,993 ------------- ------------- ARC International plc Consolidated cash flow statement for the year ended 31 December 2000 Year ended Year ended 31 31 December December 2000 1999 note (unaudited) (audited) £'000 £'000 Net cash outflow from operating activities 1 (14,299) (4,536) Returns on investments and servicing of finance Interest received 2,869 115 Bank interest paid (13) (4) Interest element on finance lease rentals (5) (1) ------------ -------- 2,851 110 ------------ -------- Net cash inflow from returns on investments and 2,851 110 servicing of finance Capital expenditure and financial investment Purchase of tangible fixed assets (3,820) (310) Sale of tangible fixed assets - 3 ------------ -------- (3,820) (307) ------------ -------- Acquisitions Purchase of subsidiary undertakings (3,167) (1,458) Net cash acquired 186 139 ------------ -------- (2,981) (1,319) ------------ -------- Net cash outflow before management of liquid (18,249) (6,052) resources and financing ------------ -------- Management of liquid resources Movement on term deposits (137,959) (2,709) ------------ -------- Financing Financing - issue of ordinary share capital - IPO 126,355 - and options Financing - issue of ordinary share capital - 31,971 9,194 Private placings Capital element of finance lease rentals (8) (1) Decrease in borrowings (21) - ------------ -------- Net cash inflow from financing 158,297 9,193 ------------ -------- Increase in cash during the period 2,089 432 3 ------------ -------- 1.Reconciliation of operating profit to operating cash flow for the years ended 31 December 2000 and 1999 31 December 31 December 2000 1999 (unaudited) (audited) £'000 £'000 Operating profit (19,365) (5,616) Depreciation 705 227 Amortisation of goodwill 3,379 574 Profit on disposal of fixed asset - (2) Share option grant credit 230 18 (Increase)/decrease in debtors (4,189) (648) Increase/(decrease) in creditors 4,941 911 -------------- -------------- Net cash flow from operating activities (14,299) (4,536) -------------- -------------- 2. Analysis of net funds (unaudited) Cash at Bank Investments Finance Total bank loans leases £000 £000 £000 £000 £000 At 31 December 1999 500 - 5,330 (15) 5,815 Exchange (20) - - - (20) Cash flow 2,089 21 137,959 8 140,077 Acquisitions - (36) - (20) (56) (excl.cash) Transfers - - - - - ---------- ---------- ------------ ---------- ---------- At 31 December 2000 2,569 (15) 143,289 (27) 145,816 ---------- ---------- ------------ ---------- ---------- 3. Reconciliation of net cash flow to movement in net funds Year ended Year ended 31 December 31 December 2000 1999 (unaudited) (audited) £000 £000 Increase in cash in the period 2,089 432 Cash outflow from increase in liquid resources 137,959 2,709 ------------- ------------- 140,048 3,141 Investments/(borrowings) acquired with (56) 22 subsidiaries Movement in borrowings 29 (15) Exchange movements (20) - ------------- ------------- Movement in funds 140,001 3,148 Net funds at beginning of period 5,815 2,667 ------------- ------------- Net funds at end of period 145,816 5,815 ------------- ------------- The preliminary results for the year ended 31 December 2000 are unaudited. The financial information set out in the announcement does not constitute the Company's statutory accounts for the years ended 31 December 2000 or 31 December 1999. The financial information for the year ended 31 December 1999 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain statement under either Section 237 (2) or Section 237 (3) of the Companies Act 1985. The statutory accounts for the year ended 31 December 2000 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies. Notes to editors ARC International is a leading designer and developer of customisable, high-performance microprocessor cores and related intellectual property technology for telecommunications, voice and data networking, and consumer electronics embedded systems. ARC's Tangent processor is an application specific processor (ASP) which can be customised for use in a wide variety of increasingly sophisticated products. ARC's technology enables designers to reduce time to market and to work with the semiconductor manufacturers and technologies of their choice. With headquarters in Elstree, England, ARC International plc and its group companies employed 279 people at the year end in research and development, sales, and marketing offices across North America and Europe. MetaWare Incorporated, Precise Software Technologies Inc. and VAutomation Inc. are wholly owned subsidiaries of ARC International plc, providing software development tools, hardware and software intellectual property and real time operating systems offering multiple integrated products for system on a chip development. ARC International plc is listed on the London Stock Exchange (LSE:ARK). The company's website is located at www.arccores.com ARC and Tangent-A4, are trademarks of ARC International (UK) Limited/ARC International plc. All other brands or product names are the property of their respective holders. Statements made in this press release that are not historical facts include forward-looking statements that involve risks and uncertainties. Important factors that could cause actual results to differ from those indicated by such forward-looking statements include, among others, market acceptance of the ARC technology; fluctuations in and unpredictability of the Company's quarterly results; general economic and business conditions; regulatory policies adopted by governmental authorities; assumptions regarding the Company's future business strategy; changes in technology; competition; ability to attract and retain qualified personnel; risks associated with the Company's international operations; and other uncertainties that are discussed in the 'Investment Considerations' section of the Company's listing particulars dated 28 September 2000 filed with the United Kingdom Listing Authority and the Registrar of Companies in England and Wales.
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