Final Results
Babcock International Group PLC
19 June 2001
BABCOCK INTERNATIONAL GROUP PLC
Preliminary Results For The Year Ended 31 March 2001
Contact:
Gordon Campbell Chairman
Babcock International Group PLC
Telephone: 01494 727 296
Ginny Pulbrook
Citigate Dewe Rogerson
Telephone: 020 7282 2945
Business Headlines
- Strategic objectives of transforming Babcock into a
support services group well underway
- £60.9 million acquisition of Hunting Defence
Services, combined with Babcock's existing MoD
business, creates a leading supplier of support
services to the Armed Forces
- Disposal programme commenced with the sale of the
heavily loss making Railcare business
- Positioned to expand into the civil support services
market.
Financial Headlines
- £30.6 million returned to shareholders (equivalent
to 18p per old share)
- Dividend of 2.65p per share (2000: 2.55p per share)
- Profit on continuing operations before interest,
goodwill and exceptional charges £14.7million (2000: £
22.0 million)
- Loss before tax £7.3 million (2000: profit of £26.0
million) after exceptional charges of £22.0 million
- Balance sheet still ungeared
BABCOCK INTERNATIONAL PRELIMINARY STATEMENT
YEAR ENDED 31 MARCH 2001
Overview
The year to March 2001 saw the first steps in a major transformation of
Babcock, into a support services business. The acquisition of Hunting plc's
Defence Services business for £60.9 million substantially enhanced its
position as a service supplier to the Ministry of Defence, and provides the
springboard into the wider support services and facilities management market.
The disposal of the engineering and materials handling business commenced with
the sale of the loss making Railcare business, and further disposals are
anticipated. In addition, £30.6 million of capital will be returned to
shareholders, of which £27.9 million was returned in the year
Trading conditions were mixed, with operating profits before exceptional
items, in the core BES division, similar to the previous year at £13.6 million
on a slightly higher turnover. As expected, the order book excluding Hunting
Defence Services fell, but shortly after the year ended, confirmation was
received of some £75 million of orders from the MoD.
Hunting Defence Services was acquired in March 2001 and so did not materially
contribute to the year's results. So far it is living up to expectations and,
since the purchase, a further £20 million of orders have been confirmed.
The market for BMH's products fell sharply in the second half, causing
operating profits, before exceptional items, to fall to £3.2 million. In
addition, uncertainty surrounding the customer's financing arrangements for a
significant project has caused a reassessment of the likelihood of the scheme
progressing in the near future. An operating exceptional provision against the
full exposure of £9.6 million has, prudently, been taken. Railcare, the loss
making rail maintenance business, was sold shortly after the year-end for £4.6
million with the acquirer assuming the borrowings of Railcare amounting to £
2.0 million.
Commenting on the results, the recently appointed Babcock Chairman, Gordon
Campbell, said: 'It is obviously disappointing to see such poor results in BMH
and Railcare, but we were preparing them for sale and have recently disposed
of Railcare. The continuing businesses of BES and Hunting Defence Services are
in robust shape, and we are particularly pleased with the progress of our new
acquisition, which will materially change the nature of our business. It is
reassuring that, despite these problems and the return of capital to our
shareholders, we have a strong and ungeared balance sheet.'
The Directors are recommending a final dividend of 1.55p per 60p share, giving
a total dividend for the year on that basis of 2.65p per share (2000: 2.55p
per 50p share).
Review of Operations
BES
The Division's ongoing activities continued to perform well in the year as
they followed the joint objectives of growth in earnings through efficiency
improvement and new business. Turnover grew slightly as the size of certain
refit contracts increased. The order book, excluding Hunting Defence Services,
fell to £128.2 million at the year end, but 5 further Frigate refits were
booked shortly after the year end at a value of some £75 million.
Acquisitions made in early 2000 together with another small acquisition in
early 2001 are now fully integrated. These have been made to accelerate the
process of leveraging in the substantial facilities, skills and existing
business activities of the division. The minority interest in the Joint
Venture with Studsvik AB, which was established in late 1999, was sold on to
our partner towards the end of 2000.
Naval refitting at Rosyth performed very well during the last year with
further improvements in efficiency and cost competitiveness. The activity
continues to be dominated by the refit and upgrade programme for the Ministry
of Defence (MoD) with quality, reliability and delivery performance
acknowledged by the MoD and Royal Navy. HMS Ark Royal is approaching the end
of her 2 year upgrade in line with the plan for hand-over to the Royal Navy in
July 2001. Other warship projects in hand, being a Type 42 Destroyer and a
Type 23 Frigate are also progressing to plan with Rosyth on track to
confirming its position as the premier UK warship support facility. Three
minor warship refits were completed during the year with a further two in
various stages of completion at the year end. The year ahead will see the
arrival of the next aircraft carrier in July, HMS Invincible, for a refit.
During April 2001 a new form of contract, valued at some £75m, was established
with the MoD, which confirms a batch of 5 Type 23 Frigates for Rosyth spanning
four years. This contract reflects the long term relationship and partnering
approach that is evolving in the defence support sector.
In nuclear submarine refitting there was further progress on HMS Sceptre and
HMS Spartan with both submarines experiencing extensions to contract for
additional work packages which are likely to extend their completions until
early 2002. Although nuclear submarine refitting will be phased out over the
coming 12 months, BES is well positioned to remain involved in submarine
support. In April 2001, the MoD established the Warship Support Agency which
is now responsible for almost every aspect of the Fleet including the Naval
Base (Clyde), the operational base of the UK's strategic deterrent. As part of
the drive to improve the efficiency of the Clyde Naval Base, BES is applying
its experience to proposals and discussions aimed at establishing a 10 year
management contract covering most activities at Faslane and Coulport from
April 2002.
BES continues to seek the approval of the three regulators for the dismantling
and disposal of decommissioned nuclear submarines which are stored at Rosyth.
The regulators have indicated support for the Babcock proposals to deal with
HMS Renown as the first project. Approval is sought by early summer from when
renewed representations to allow progress will be made to the MoD.
The New Zealand dockyard operation has made considerable progress in its
commercial activities and is building its reputation for reliability in the
region. A growing awareness of reliability within the marine support industry
has led to a number of new customers placing work with the yard and enquiries
for superyacht build and conversion work are expected to lead to further
growth in the year ahead.
Armstrong Technology, acquired early in 2000, is expanding its range of
services and markets from its core skills which have been built around its
ship and conversion design experience. After a poor start, it is encouraging
to note the level of project activity is now picking up.
FBM Babcock Marine Limited (FBM) has successfully transferred its operations
from the Isle of Wight to Southampton and Rosyth. Significant costs were
incurred in these moves. The first major fast ferry contract for Rosyth is
nearing completion. FBM is also working on a number of new order prospects for
large fast ferry and para-military vessels.
The Babcock Defence Systems' bid to the Ministry of Defence for their new
active and passive towed sonar system was unfortunately not selected.
Confirmations for twenty-two units of the Mega3(R) inter-modal freight wagons
are anticipated shortly after referral from the Strategic Rail Authority to
the EU. Clearance has now been granted and full testing and certification
achieved to UIC which allows its operation across Europe. Further orders are
being pursued. Development work has continued over the year on the designs of
other rail wagons for railway maintenance.
The Facilities Management (FM) business continues to pursue a number of new
opportunities for growth in both the secure FM (Defence) and commercial
sectors. The acquisitions of CMR Consultants Limited (CMR) last year and Air
Power International Ltd (API) in early 2001 have each provided opportunities
for cross selling of other FM services and generally expanding the range of
industrial support services. CMR provides a range of consultancy and
procurement services to industry in energy and telecoms and API provide
compressed air management and support services.
The plan for surplus land at Rosyth is under review. It considers a number of
options that will consolidate the core ship-related activities and maximise
the value of the surplus land thus created.
Hunting Defence Services
Hunting Defence Services comprises two related businesses. The larger
business, HCS, with annualised turnover for the twelve months ending March
2001 of some £50 million, supplies support services to the British Armed
Forces. The smaller business, Acetech, with annualised turnover for the twelve
months to March 2001 of some £12 million, supplies contract labour primarily
for technical applications in the aerospace and telecommunications businesses.
HCS has a number of major contracts with the MoD. The contracts include: the
facilities management of RAF Cranwell, including the maintenance of the
training aircraft that are based there. At nearby Barkston Heath, HCS operates
the JEFTS pilot training scheme, training all of the initial pilot intake into
the Royal Navy, Army and Royal Air Force. Amongst other things, this involves
the operation of 45 Slingsby Firefly single propeller aircraft. 425 young
people complete their initial training each year. At RAF Leeming the 'Hawk'
trainer jets are maintained for 100 Squadron. Last year an availability record
of 80% was achieved, which is believed to be a world-class standard. Similar
standards of 'Hawk' availability are maintained at Culdrose where HCS pilots
also fly the aircraft in support of the Royal Navy. At RAF Lyneham, landside
support for the RAF's Hercules fleet is provided as part of HCS's
multi-activity contract. This involves everything from the provision of ground
transport to the maintenance and testing of the Hercules equipment. At RACC
Bovington the Army's tank crews are trained and its tracked vehicles
maintained. In other areas HCS maintains the RAF's flight simulators and the
fighter and helicopter control simulators for the Royal Navy at Yeovilton.
Finally, HCS operates and maintains all 13 camps in Kosovo for British troops
stationed there.
With the MoD's policy of continuing to outsource much of the non-military
activities, HCS should provide the basis for rapid growth.
The long-term nature of the HCS contracts provides stability of turnover but
places a high premium on retaining these contracts when they are re-bid. So
far, HCS's record has been exceptionally good and, based on its reputation for
high quality service, there is no reason why this should not continue.
Acetech is in the business of supplying contract labour to the UK and
international markets. After the closing of its unsuccessful operation in
Germany, prior to the acquisition, it has continued to grow. Shortly after the
acquisition, it acquired a business based in Rosyth which was supplying
contract labour to Babcock's own dockyard. In the short term, this will give a
significant boost to turnover and profits.
These two businesses are consolidated into the annual accounts for only
twenty-two days and, therefore, the contribution to both turnover and profit
in the year to March 2001 is negligible.
Railcare
The Railcare business was involved in the heavy maintenance of locomotives and
in the total refurbishment of passenger carriages. Demand for refurbishment
has been poor. The increased competition also put pressure on margins and
resulted in an operating loss (pre-exceptional) of £5.0 million. The workforce
was reduced by some 300 people across the year and a redundancy charge of £5.7
million was incurred.
In May 2001 the business was sold to Alstom who have a much stronger strategic
commitment to the rail industry and who will be able to find additional
economies of scale. The estimated £6.2 million impairment in the carrying
value of tangible fixed assets at the balance sheet date arising as a result
of the loss on the sale of Railcare is shown as an exceptional charge.
BMH
BMH had a very difficult year, largely due to the overall economic
circumstances caused by the slow-down in the American economy. BMH primarily
supplies capital goods to some of the world's commodity markets and, in the
face of a rapid slowdown, its turnover and order intake inevitably dropped
sharply. On a like-for-like basis (excluding acquisitions), the turnover
dropped by 20% compared to the year ending 31 March 2000. A significant
portion of this turnover reduction was due to the timing of large turnkey
projects in the pipeline business in the United States, but almost all
businesses fell compared to the previous year. The overall economic
circumstances were exacerbated by the consolidation of our customer base. This
led to the further suspension of capital projects, particularly in the cement,
plasterboard and pulp industry sectors that are important to our materials
handling business. The decline in demand naturally exerted pressure on
margins, and the return on sales fell to less than 2% before exceptional
items.
On a like-for-like basis the order book, which stood at £82.7 million at the
beginning of the year, fell to £66.3 million by the end of the year, a
reduction of some 20%. Much of this reduction came in the second half of the
year. Overall, including the acquired Chronos Richardson, the order book at
the end of the year was £76.4 million. There has been some improvement since
the year end, due mainly to the pipeline services business booking another
turnkey contract.
The year to March 2001 was challenging for BMH. There is little doubt that
some of the difficulties were exacerbated by the announcement of our intention
to sell the business. This remains the intention, but a targeted sale of some
of the individual businesses is more likely to generate shareholder value, and
this is the process which is now being pursued.
Babcock Africa
Babcock Africa manages operations, primarily in the Republic of South Africa,
but also in contiguous countries. It is the last remaining business with
associations with Babcock's boilermaking past, but is materially changing its
role. Under its service contracts with Escom, the South African electricity
utility, we manage the boiler plants at their power stations. The contracts
are based on efficiency targets and, as such, are moving quite clearly into a
support services role. The other main part of Babcock's activities in South
Africa is the distribution of heavy-duty construction vehicles and the
through-life maintenance of such items. As these businesses expand, the
results in South Africa will improve.
Group profit and loss account
For the year ended 31 March 2001
2000
2001 Before
exceptional
Before 2001 2001 2000 2000
exceptional Exceptional items Exceptional
items items Total items Total
£'000 £'000 £000 £'000 £'000 £'000
Continuing 372,430 - 372,430 414,832 - 414,832
operations
Acquisitions 26,472 - 26,472 - - -
398,902 - 398,902 414,832 - 414,832
Discontinued 42,139 - 42,139 55,856 - 55,856
operations
Group turnover 441,041 - 441,041 470,688 - 470,688
Cost of sales (359,344) (9,630)(368,974) (386,086) - (386,086)
----------- ---------- --------- ---------- ------- --------
Gross profit 81,697 (9,630) 72,067 84,602 - 84,602
Net operating
expenses
before goodwill (72,040) (6,162) (78,202) (63,476) (2,384)(65,860)
amortisation
Goodwill 1,473 - 1,473 2,057 - 2,057
amortisation
Net operating (70,567) (6,162) (76,729) (61,419) (2,384)(63,803)
expenses
Continuing 15,708 (9,897) 5,811 23,387 - 23,387
operations
Acquisitions (190) (174) (364) - - -
15,518 (10,071) 5,447 23,387 - 23,387
Discontinued (4,388) (5,721) (10,109) (204) (2,384) (2,588)
operations
Group operating 11,130 (15,792) (4,662) 23,183 (2,384) 20,799
profit/(loss)
Share operating (163) - (163) (45) - (45)
loss of joint
ventures and
associates
Loss on sale of - (6,200) (6,200) - - -
operations
Profit on disposal - - - - 1,037 1,037
of tangible fixed
assets ----------- ---------- -------- --------- ---------- -------
Profit/(loss) on 10,967 (21,992) (11,025) 23,138 (1,347) 21,791
ordinary activities
before interest ----------- ---------- -------- ---------
Net interest and 3,715 4,250
similar charges
(Loss)/profit on (7,310) 26,041
ordinary activities
before taxation
Tax on (loss)/ 205 (4,528)
profit on ordinary
activities ------- -------
(Loss)/profit on (7,105) 21,513
ordinary activities
after taxation
Minority interests 3,244 940
------ -------
(Loss)/profit for (3,861) 22,453
the financial year
Dividends paid and (3,807) (4,318)
proposed
Retained (loss)/ (7,668) 18,135
profit for the
financial year ===== =====
(Loss)/earnings per
share
- Basic (2.44p) 13.26p
- Diluted (2.42p) 13.03p
Earnings per share
before
non-operating
exceptional items
and goodwill
- Basic 0.55p 11.43p
- Diluted 0.55p 11.23p
Group balance sheet
As at 31 March 2001 2001 2001 2000 2000
£'000 £'000 £'000 £'000
Fixed assets
Intangible assets
Development costs 1,507 1,771
Goodwill
- Goodwill 88,279 27,801
- Negative goodwill (14,916) (18,703)
----------- -----------
73,363 9,098
------------ ------------
74,870 10,869
Tangible assets 37,213 45,872
Investments
Investments in joint ventures
Share of gross assets 2,548 2,473
Share of gross liabilities (2,069) (1,688)
------------ -----------
479 785
Investments in associates 537 470
Other investments 1,624 689
------------ ---------
2,640 1,944
---------- ---------
114,723 58,685
------------- -----------
Current assets
Stocks 27,975 24,021
Debtors - due within one year 98,806 106,523
Debtors - due after more than 81,181 77,498
one year
----------- -----------
179,987 184,021
Cash and bank balances 25,228 112,215
------------- -----------
233,190 320,257
Creditors - amounts due within (199,291) (191,162)
one year
---------------- -----------
Net current assets 33,899 129,095
---------------- -----------
Total assets less current 148,622 187,780
liabilities
Creditors - amounts due after (2,542) (2,954)
more than one year
Provisions for liabilities and (32,699) (33,024)
charges
------------------ -----------
Net assets 113,381 151,802
========= ==========
Group balance Sheet
As at 31 March 2001 (continued)
2001 2001 2000 2000
£'000 £'000 £'000 £'000
Capital and reserves
Called up equity share capital 90,588 84,747
Share premium account 37,542 67,134
Capital redemption reserve 27,863 -
Profit and loss account (45,835) (7,949)
----------- ----------
Equity interests 107,390 143,932
Non-equity interests 2,768 -
Shareholders' funds 110,158 143,932
Equity minority interests 3,223 7,870
------------- -------------
113,381 151,802
======== =========
Group cash flow statement
For the year ended 31 March 2001
2001 2001 2000 2000
£'000 £'000 £'000 £'000
Cash(out)/inflow from operating activities (10,977) 38,146
Returns on investments and servicing of
finance
Net interest and similar charges 3,895 4,105
Dividends paid to minority shareholders (1,400) (1,007)
------------ -------------
Net cash inflow from returns on investments
and servicing of finance 2,495 3,098
Taxation
UK corporation tax received /(paid) 77 (971)
(including ACT)
Overseas tax paid (820) (1,100)
-------- -----------
Net cash outflow from taxation (743) (2,071)
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (6,553) (9,739)
Payments to acquire own shares (969) (567)
Payments to invest in joint ventures (150) (20)
Receipts from sale of tangible fixed assets 509 1,231
--------- ----------
Net cash outflow from capital expenditure
and financial investment (7,163) (9,095)
Acquisitions and disposals
Payments to acquire subsidiary undertakings (64,622) (6,607)
Receipts/(payments) on sale of subsidiary 5,000 (1,575)
undertakings
---------- ----------
Net cash outflow from acquisitions and (59,622) (8,182)
disposals
Equity dividends paid (4,335) (3,891)
-------- -------
Cash (out)/inflow before management of
liquid resources and financing (80,345) 18,005
Management of liquid resources - 6,618
Financing
Shares issued for cash 3,356 109
Redeemable preference shares redeemed ('B' (28,713) -
shares)
Increase in borrowings 7,207 241
Repayments of capital element of finance (399) (247)
lease rentals
---------- -----------
Net cash (out)/inflow from financing (18,549) 103
-------- -------
(Decrease)/increase in cash in the year (98,894) 24,726
======== ======
Group statement of total recognised gains and losses
For the year ended 31 March 2001
2001 2000
£'000 £'000
(Loss)/profit for the financial year (3,861) 22,453
Currency translation differences on foreign currency net (649) (1,067)
investments and related loans
------- -------
Total recognised gains and losses relating to the year (4,510) 21,386
======= -------
Reconciliation of movements in Group shareholders' funds
For the year ended 31 March 2001
2001 2000
£'000 £'000
Shareholders' funds at start of year 143,932 126,755
Ordinary shares issued in the year 3,356 109
Redeemable 'B' preference shares redeemed in the year (28,813) -
Total recognised (losses)/gains relating to the year (4,510) 21,386
Dividends (3,807) (4,318)
----------- -----------
Net movement in equity shareholders' funds (33,774) 17,177
------------ -----------
Shareholders' funds at end of year 110,158 143,932
======= ========
1. Segmental information
The segmental information reflects the current composition of the Group.
2001 group operating profit/ 2001
(loss) before operating
exceptional items £'000 group 2001
2001 operating group
Group exceptional operating
turnover items £'000 profit/
(loss)
£'000 £'000
Continuing
operations
BES
Continuing 190,284 13,185 (267) 12,918
operations
Acquisitions 3,930 413 - 413
194,214 13,598 (267) 13,331
BMH
Continuing 182,146 3,554 (9,630) (6,076)
operations
Acquisitions 22,542 (367) (174) (541)
204,688 3,187 (9,804) (6,617)
Unallocated - (2,111) - (2,111)
costs and
other income ------- ----------- ----------- ---------
398,902 14,674 (10,071) 4,603
Continuing - 1,080 - 1,080
operations
Acquisitions - (236) - (236)
Goodwill - 844 - 844
amortisation
-------------- ----------- ---------- ----------
Total 398,902 15,518 (10,071) 5,447
continuing
operations -------------- ----------- ---------- ----------
Discontinued
operations
BES (Railcare) 42,139 (5,017) (5,721) (10,738)
Goodwill - 629 - 629
amortisation
------------- ----------- ---------- ---------
Total 42,139 (4,388) (5,721) (10,109)
discontinued
operations ----------- ----------- ---------- ---------
Group total 441,041 11,130 (15,792) (4,662)
======== ======== ======= =======
Segmental information (continued)
2000
group
2000 operating 2000 2000
Group profit/ group group
Turnover (loss) exceptional operating
profit/
before items (loss)
£'000 operating £'000 £'000
items
£'000
Continuing operations
BES 185,925 13,706 - 13,706
BMH 228,907 10,118 - 10,118
Unallocated costs and - (1,865) - (1,865)
other income
---------- ------------- --------- ---------
414,832 21,959 - 21,959
Goodwill amortisation - 1,428 - 1,428
---------- ------------- ---------- ----------
Total continuing 414,832 23,387 - 23,387
operations
======== ======== ====== ========
Discontinued operations
BES (Railcare) 55,856 (833) (2,384) (3,217)
Goodwill amortisation - 629 - 629
--------- --------- -------- ---------
Total discontinued 55,856 (204) (2,384) (2,588)
operations
--------- --------- --------- ---------
Group total 470,688 23,183 (2,384) 20,799
======= ======== ======== =========
The acquisitions included in the BES segment are the Hunting Defence
Services businesses and Air Power International Limited.
The acquisition of Chronos Richardson Limited is included within the BMH
segment.
The turnover, not included above, relating to joint ventures was £3.6
million (2000: £0.2 million). The loss of £163,000 (2000:£45,000) from
joint ventures and associates relates to the BES segment.
2. Notes to the Group cash flow statement
(a) Reconciliation of Group operating profit to 2001 2000
net cash flow from operating activities: £'000 £'000
Group operating (loss)/profit (4,662) 20,799
Depreciation and amortisation charges 10,910 8,997
Decrease in stocks 2,628 3,101
Decrease/(increase) in debtors 13,449 (526)
(Decrease)/increase in creditors (33,595) 5,963
Increase/(decrease) in provisions 103 (349)
Other items 190 161
-------------- ----------------
Net cash flow from operating activities (10,977) 38,146
======== =========
The post-acquisition operating cash flow relating to the Hunting Defence
Services business is an inflow of £0.5 million and that relating to Chronos
Richardson is an outflow of £2.8 million.
b. Reconciliation of net cash flow to movement in net funds
2001 2000
£'000 £'000
(Decrease)/increase in cash in the year (98,894) 24,726
Cash flow from increase in debt and lease financing (6,808) 6
Cash flow from decrease in liquid resources - (6,618)
------- ---------
Change in net funds resulting from cash flows (105,702) 18,114
Loans and finance leases on acquisition of subsidiary (209) (115)
New finance leases (26) (839)
Translation differences 699 (1,188)
------- --------
Movement in net (debt)/funds in the year (105,238) 15,972
Net funds at 1 April 103,900 87,928
--------- --------
Net (debt)/funds at 31 March (1,338) 103,900
======== =======
Notes to the Group cash flow statement (continued)
c. Analysis of changes in financing during the year
At 1 Cash flow New finance Subsidiaries Exchange At 31
April £'000 leases acquired movement March 2001
2000 £'000 £'000 £'000 £'000
£'000
Cash in hand 112,215 (87,615) - - 628 25,228
and at bank
Overdrafts (5,270) (11,279) - - 37 (16,512)
------- ---------- ---------- ----------- ---------- -----------
106,945 (98,894) - - 665 8,716
------- ---------- ---------- ----------- ---------- -----------
Debt (1,668) (7,207) - (48) (5) (8,928)
Finance leases (1,377) 399 (26) (161) 39 (1,126)
------- ---------- ----------- ---------- --------- ---------
(3,045) (6,808) (26) (209) 34 (10,054)
------- --------- ----------- ---------- --------- -----------
Total 103,900 (105,702) (26) (209) 699 (1,338)
======= ======== ====== ====== ====== ======
NOTES
1. The financial information set out above does not comprise the Company's
statutory accounts. Statutory accounts fot the previous financial year
ended 31 March 2000 have been delivered to the Registrar of Companies. The
auditors' report on those accounts was unqualified and did not contain any
statement under section 237(2) and (3) of The Companies Act 1985.
2. The auditors have given an unqualified opinion on the accounts for the year
ended 31 March 2000 which will be delivered to the Registrar of Companies
following the Annual General Meeting.
3. Earnings per share is calculated on the following average number of shares.
2001 2000
159,333,780 172,279,139
Following approval at an EGM on 10 October 2000, on 23 October 2000 the
Company made a bonus issue of 170,173,194 million redeemable 'B' shares
with a nominal value of £30.6 million out of the share premium account. In
accordance with the terms of the issue, 154,794,431 million of the 18p
shares, with a nominal value of £27.9 million, were redeemed on 23 October
2000. Further redemptions can be made at the shareholders' option on 23
April 2001 and at the Company's option on any date after 23 April 2001
until 23 October 2002.
Also on 23 October 2000, there was a five for six share consolidation of
the 170,173,194 50p ordinary shares resulting in an issued share capital
of 141,810,995 60p ordinary shares.
Since the cash repaid to shareholders, in connection with the redemption,
was equivalent to the fair value of the shares consolidated, under the
provision of FRS14, there is no requirement to restate the earnings per
share in respect of the prior year.
4. The Board has recommended a final dividend of 1.55p per share which,
subject to shareholders' approval, will be paid on 10 August 2001 to those
on the register at the close of business on 13 July 2001.
5. The Annual General Meeting will be held on 24 July 2001 at The Berkeley
Hotel, Wilton Place, Knightsbridge, London SW1X 7RL
6. Copies of the 2001 Report and Financial Statements will be sent to
shareholders on or before 2 July 2001 and will be available from the
registered office of the Company, Badminton Court, Church Street,
Amersham, Bucks HP7 0DD.