Final Results/Re Agreement

Filtronic PLC 30 July 2001 FILTRONIC PLC 2001 PRELIMINARY RESULTS Group Sales up 34% to £297m; Operating Profit up 42% to £12.2m Wireless Infrastructure Business Operating Profits Treble to £27m Heads of Agreement for Strategic Alliance with M/A-COM Inc and a Development and Supply Agreement with BAE SYSTEMS Avionics Ltd for Newton Aycliffe Facility Filtronic plc ('Filtronic'), a leading global designer and manufacturer of a broad range of customised microwave electronic products, announces its Preliminary Results for the year ended 31 May 2001. Its technology and engineering can be applied to several business sectors in both the commercial and defence areas. Filtronic has 17 worldwide sites, 7 in the UK, 6 in the US, 2 in Finland, 1 each in Australia and China. Filtronic also announces today that it has entered into separate Heads of Agreement with two multinational companies for its Newton Aycliffe facility in County Durham, to supply large volumes of compound semiconductors to the mobile handset, wireless local area, network and other commercial markets and to supply compound semiconductor devices for defence applications. Newton Aycliffe will also have the capability for Filtronic to supply a wider range of products for its own applications. These include devices for higher levels of integration in base station power amplifiers, point to point microwave transceivers and optical transceivers. Said Professor David Rhodes: 'The combined effect of these agreements will be to improve the cash flow and profitability of the Newton Aycliffe operation significantly such that Newton Aycliffe's impact on the financial results of the group as a whole for the year ending 31 May 2002 is likely to be immaterial. The site is expected to move into profitability in the following financial year.' Financial Highlights * Group sales up 34% to £297.4m (2000 £222.3m) * 70% of Group sales from Wireless Infrastructure, supplying integrated transmit and receive subsystems for mobile communications base stations * Wireless Infrastructure -- Filtronic's largest business sector -- has increased both sales and operating profits over 20 fold since its October 1994 flotation * Filtronic is the world's number one independent supplier for this class of product * Group operating profit up 42 % to £12.2m (2000 £8.6m) before goodwill amortisation (£4.9m), exceptional goodwill impairment (£14m) and share compensation (£2.3m) * Loss before tax of £21.2m (2000 loss £3.9m) after (£14m of non recurring) items above and net interest payable of £12.5m * Loss per share of 31.24p (2000 loss 11.64p); same on a diluted basis (2000 loss 11.64p) * Maintained Final dividend per share of 1.8p (2000 1.8p) payable on 1 November 2001 Business segment analysis Year ended 31 May Operating profit before goodwill amortisation Sales and impairment, and share compensation 2001 2000 2001 2000 £m £m £m £m Wireless 207.8 131.9 27.2 9.3 infrastructure Cellular handset 42.2 48.2 6.9 11.9 products Electronic warfare 25.7 26.0 (0.4) 1.3 Broadband access 11.3 9.5 (2.8) (3.4) Inter segment (0.8) (0.5) - - Central costs - - (3.8) (2.3) Excluding compound 286.2 215.1 27.1 16.8 semiconductors Compound 11.2 7.2 (14.9) (8.2) semiconductors 297.4 222.3 12.2 8.6 Newton Aycliffe * Heads of Agreement for Strategic Alliance with M/A-COM Inc, a leading compound semiconductor supplier and a subsidiary of Tyco International Ltd, to supply large volumes of devices to the mobile handset, wireless local area network and other similar markets * Separate Heads of Agreement with BAE SYSTEMS Avionics Ltd to supply compound semiconductors and related products for defence applications * Combined effect of these agreements will be to improve cash flow and profitability of Newton Aycliffe significantly * Newton Aycliffe expected to move into profitability in the following financial year Finance * Cash balances of £5.6m at 31 May 2001; year end facility of £25m; £10.8m unutilised. Facility now increased to £31m * Cash consumption decreased significantly second half * Positive cash flow of £4.6m in last quarter Business Review * Strong growth of 21/2G, GSM Systems in Far East, particularly China, Latin America, and USA; however, low levels of US-TDMA system spending and 21/2G spending in Europe * Medium to long term needs of OEM's focusing on fewer key suppliers such as Filtronic * Filtronic's second largest business has grown into the world's largest supplier of antennas for mobile handsets in three years since being acquired from Nokia * Dominant position in internal antennas Outlook - In his Statement to shareholders, Professor David Rhodes, Executive Chairman said: 'The Board recognises the significant loss of shareholder value which has occurred in the last year. By concentrating on strategy which is appropriate for the company in the medium to longer term, the Board believes that the best value can be provided to our shareholders.' Enquiries: Professor David Rhodes, Executive Chairman, Filtronic Tel: 020 7786 9600 plc (today) John Samuel, Finance Director, Filtronic plc Tel: 020 7786 9600 (today) Christopher Schofield, Director, Filtronic plc Tel: 01274 530622 Peter Binns/Paul Vann, Binns & Co PR Ltd Tel: 020 7786 9600 Filtronic website: www.filtronic.com Executive Chairman's Statement Financial results Sales for the year ended 31 May 2001 were £297.4m (2000 £222.3m), an increase of 34% over last financial year. Operating profit before goodwill amortisation, exceptional goodwill impairment and share compensation costs was £12.2m (2000 £8.6m), an increase of 42% over last financial year. After charging goodwill amortisation of £4.9m, exceptional goodwill impairment of £14.0m, share compensation of £2.3m, net interest payable of £12.5m and after crediting a net financing currency exchange gain of £0.3m, the loss before taxation was £21.2m (2000 £3.9m). After taxation charges of £1.6m, this increased to £22.8m (2000 £7.9m). This resulted in a basic loss per share of 31.24p (2000 11.64p basic loss), which is the same on a diluted basis (2000 11.64p loss). The exceptional goodwill impairment arises in respect of our compound semiconductor operation at Filtronic Solid State, in the USA. Following a review under FRS 11, the directors concluded that the carrying value of the assets, including goodwill, exceeded their net realisable value by £14.0m. The share compensation of £2.3m arises from the acquisition of Filtronic Sigtek, Inc. in August 2000, where up to £5.0m of the originally reported consideration of £13.4m has since been deemed to be employee compensation. Share compensation is payable only in shares and is contingent upon Filtronic Sigtek, Inc. maintaining the number and quality of its engineers over a four year period. Dividend The Board is proposing to maintain the final dividend of 1.8p (2000 1.8p) payable on 1 November 2001 to shareholders on the register at 17 August 2001. Operations The segmental analysis of the business is as follows: Year ended 31 May Operating profit before goodwill amortisation Sales and impairment, and share compensation 2001 2000 2001 2000 £m £m £m £m Wireless 207.8 131.9 27.2 9.3 infrastructure Cellular handset 42.2 48.2 6.9 11.9 products Electronic warfare 25.7 26.0 (0.4) 1.3 Broadband access 11.3 9.5 (2.8) (3.4) Inter segment (0.8) (0.5) - - Central costs - - (3.8) (2.3) Excluding Compound 286.2 215.1 27.1 16.8 semiconductors Compound 11.2 7.2 (14.9) (8.2) semiconductors 297.4 222.3 12.2 8.6 Filtronic specialises in the design and manufacture of customised microwave electronic products. The technology and engineering can be applied to several business sectors in both the commercial and defence areas. Currently our largest business sector, Wireless Infrastructure, supplying integrated transmit and receive modules for mobile communication base stations, represents 70% of our total sales. This was our only business sector when the company listed on the London Stock Market in October 1994. Since that time both sales and operating profit have increased more than 20 fold, and the company has become the number one independent supplier in the world for this class of product. Although technology inevitably moves forward, market opportunities can change rapidly depending upon economic circumstances. During the last 9 months, market requirements for US-TDMA systems have reduced dramatically. At the same time, there have been low levels of spending in Europe for 21/2 G systems. Additionally, the introduction of 3G has been delayed. On the other hand there has been strong growth of 21/2 G, GSM systems in the Far East, particularly China, Latin America and the USA. OEMs with strong GSM product offerings have achieved a greater market share. Furthermore, most OEMs have focused on key suppliers to reduce costs and improve the supply chain. Filtronic is one such supplier. Although the short term demand for wireless infrastructure products could be volatile, the medium to long term requirements will be substantial. Three years ago Filtronic purchased LK Products from Nokia. The prime objective was to establish a design and manufacturing operation in Finland for 3G base station products which has been accomplished. In addition, Filtronic LK has grown from a minor supplier of antennas for handsets to the number one supplier in the world, particularly dominant in the supply of internal antennas. The other area of activity has been ceramic diplexers for handsets where the principal sales have been for US-TDMA applications. A significant decline in demand has resulted in losses in the ceramic diplexers product line, and profitability will only return when 3G handsets move into production. In the Electronic Warfare area progress has been made in converting several complex designs into manufacturable products permitting new production programs to commence during the next twelve months. During the last year the Broadband Access group focused upon establishing a production line for transceivers used in point to point wireless links. Future profitability will depend heavily on the introduction of complex Microwave Monolithic Integrated Circuits (MMICs) to replace the discrete devices used in the current designs. Three years ago the Board decided that the best prospects for Filtronic's continued growth in the medium and long term depended upon the ability to design and manufacture customised MMICs using compound semiconductors. The initial strategy chosen involved a mix of internal research and development and strategic acquisitions. In 1998, we acquired the compound semiconductor operation of Litton in California. This operation has merchant sales of niche devices with steadily increasing sales but is limited to supplying production from 3' wafers. In September 1999 we acquired a large class 10 clean room facility in Newton Aycliffe in the north-east of England and work commenced on installing an automated production line for compound semiconductor circuits on 6' Gallium Arsenide wafers. This now provides the company with the ability to manufacture complex compound semiconductor MMICs with high yields and in high volumes. The key to sustained future profitability for the facility will be the production of large volumes of product for the mobile handset, wireless local area network, and other similar markets. With this in mind, the company has entered into Heads of Agreement with regard to a Strategic Alliance with M/A-COM Inc., a leading supplier of compound semiconductors and a subsidiary of Tyco International Ltd, for the supply of large quantities of devices to their commercial markets. In addition, the company has entered into separate Heads of Agreement with BAE SYSTEMS Avionics Limited with regard to the supply of compound semiconductors and related products. The combined effect of these agreements will be to improve the cashflow and profitability of the Newton Aycliffe operation significantly such that Newton Aycliffe's impact on the financial results of the group as a whole for the year ending 31 May 2002 is likely to be immaterial. The Newton Aycliffe site is expected to move into profitability in the following financial year. Furthermore, key compound semiconductor products such as high power transistors, MMICs, ultra broadband optical driver amplifiers and eventually optical devices will be available to Filtronic from Newton Aycliffe for higher levels of integration in base station power amplifiers, point to point microwave transceivers and optical transceivers. Finance At 31 May 2001, Filtronic had a cash balance of £5.6m. The company has secured extended overdraft and associated borrowing facilities totalling £31m. At the year end, the facility was £25m, of which £10.8m was unutilised. Net debt totalled £125.9m, including $170m (£119.7m) of 10% Senior Notes repayable December 2005 and net of £3.8m of deferred debt issue costs. Cash consumption has decreased significantly in the second half of the financial year as a result of reduced capital expenditure programmes and stronger cash flow from operating activities. In the last quarter, there was a £4.6m overall positive cash inflow. The Board believes that its existing borrowing facilities, which fall due for renewal in June 2002, are adequate to meet the Company's requirements at least until that date. Shareholder value The Board recognises the significant loss of shareholder value which has occurred in the last year. By concentrating on strategy which is appropriate for the company in the medium to longer term, the Board believes that the best value can be provided to our shareholders. Professor J D Rhodes CBE FRS FREng Executive Chairman 30 July 2001 Consolidated Profit and Loss Account for the year ended 31 May 2001 Excluding Compound Compound Semi-conductors Semi-conductors 2001 2001 2001 note £000 £000 £000 Sales 1, 2 286,201 11,233 297,434 ======= ======= ======= Operating 1, 2 27,154 (14,930) 12,224 profit before goodwill amortisation and impairment and share compensation Goodwill (3,368) (1,516) (4,884) amortisation Exceptional 3 - (14,078) (14,078) goodwill impairment Share 4 (2,293) - (2,293) compensation ------------ ------------ ------------ Operating 1, 2 21,493 (30,524) (9,031) profit/(loss) ------------ ------------ ------------ Net interest 5 (12,531) payable Net financing 6 335 currency exchange gain ------------ (12,196) ------------ Loss on (21,227) ordinary activities before taxation Taxation on 7 (1,564) loss on ordinary activities ------------ Loss on (22,791) ordinary activities after taxation Dividends 8 (1,994) ------------ Deficit for the (24,785) year ======= Adjusted loss per share Basic 9 (2.56)p Diluted 9 (2.56)p Loss per share Basic 9 (31.24)p Diluted 9 (31.24)p Dividend per 8 2.70p share Sales of £2,484,000 and an operating loss of £4,138,000, after charging £1,345,000 of goodwill amortisation and £2,293,000 of share compensation, are attributable to the post-acquisition results of Filtronic Sigtek, Inc. Consolidated Profit and Loss Account for the year ended 31 May 2000 Excluding Compound Compound Semi-conductors Semi-conductors 2000 2000 2000 Note £000 £000 £000 Sales 1, 2 215,082 7,212 222,294 ======= ======= ======= Operating 1, 2 16,796 (8,211) 8,585 profit before goodwill amortisation and impairment and share compensation Goodwill (2,081) (1,441) (3,522) amortisation Exceptional 3 - - - goodwill impairment Share 4 - - - compensation ------------ ------------ ------------ Operating 1, 2 14,715 (9,652) 5,063 profit ------------ ------------ ------------ Net interest 5 (9,878) payable Net financing 6 923 currency exchange gain ------------ (8,955) ------------ Loss on (3,892) ordinary activities before taxation Taxation on 7 (4,032) loss on ordinary activities ------------ Loss on (7,924) ordinary activities after taxation Dividends 8 (1,943) ------------ Deficit for (9,867) the year ======= Adjusted loss per share Basic 9 (7.82)p Diluted 9 (7.82)p Loss per share Basic 9 (11.64)p Diluted 9 (11.64)p Dividend per 8 2.70p share Statement of Total Recognised Gains and Losses for the year ended 31 May 2001 2001 2000 £000 £000 Loss on ordinary activities after taxation (22,791) (7,924) Currency exchange movement arising on 3,047 4,214 consolidation Currency exchange movement on loan (5,932) (3,955) ---------- ---------- Total recognised gains and losses (25,676) (7,665) ====== ====== Consolidated Balance Sheet at 31 May 2001 2001 2000 £000 £000 Fixed assets Intangible assets 54,673 64,351 Tangible assets 126,302 105,538 ------------ ------------ 180,975 169,889 ------------ ------------ Current assets Stocks 51,274 39,706 Debtors 66,771 61,310 Cash 5,589 39,545 ------------ ------------ 123,634 140,561 Creditors: amounts falling due within one year 55,524 53,234 ------------ ------------ Net current assets 68,110 87,327 ------------ ------------ Total assets less current liabilities 249,085 257,216 Creditors: amounts falling due after one year 117,083 110,465 Deferred income 1,515 1,202 ------------ ------------ Net assets 130,487 145,549 ======= ======= Capital and reserves Called up share capital 7,365 7,199 Share premium account 132,932 128,106 Shares to be issued 7,616 - Revaluation reserve 106 106 Profit and loss account (17,532) 10,138 ------------ ------------ Equity shareholders' fund 130,487 145,549 ======= ======= Consolidated Cash Flow Statement for the year ended 31 May 2001 2001 2000 note £000 £000 Net cash flow from operating activities A 7,522 6,926 ------------ ------------ Returns on investment and servicing of finance Interest received 1,031 2,545 Interest paid (12,716) (11,414) Interest element of finance lease (4) (153) payments Debt issue costs paid - (1,008) ------------ ------------ Net cash flow from returns on (11,689) (10,030) investment and servicing of finance ------------ ------------ Tax paid (3,091) (2,305) ------------ ------------ Capital expenditure Purchase of tangible fixed assets (40,982) (54,883) Sale of tangible fixed assets 171 170 Government grants received 480 750 Proceeds from insurance claim - 1,373 ------------ ------------ Net cash flow from capital expenditure (40,331) (52,590) ------------ ------------ Acquisitions Purchase of subsidiary (118) - Cash acquired with subsidiary 14 - ------------ ------------ Net cash flow from acquisitions (104) - ------------ ------------ Equity dividends paid (1,964) (1,725) ------------ ------------ Net cash flow before financing (49,657) (59,724) ------------ ------------ Financing Issue of shares 1,844 75,039 Capital element of finance lease (147) (1,326) payments Loans repaid (567) (1,684) ------------ ------------ Net cash flow from financing 1,130 72,029 ------------ ------------ ------------ ------------ (Decrease)/increase in cash B (48,527) 12,305 ======= ======= Notes to the Consolidated Cash Flow Statement for the year ended 31 May 2001 A Reconciliation of operating profit to net cash flow from operating activities 2001 2000 £000 £000 Operating (loss)/profit (9,031) 5,063 Goodwill amortisation 4,884 3,522 Exceptional goodwill impairment 14,078 - Share compensation 2,293 - Depreciation 16,759 9,737 (Profit)/loss on disposal of tangible fixed (70) 33 assets Government grants released (167) (17) Increase in stocks (10,642) (15,462) Increase in debtors (4,307) (17,217) (Decrease)/increase in creditors (6,275) 21,267 ----------- ----------- Net cash flow from operating activities 7,522 6,926 ======= ======= B Reconciliation of net cash flow to movement in net debt 2001 2000 £000 £000 (Decrease)/increase in cash (48,527) 12,305 Cash flow from debt 567 2,692 Cash flow from finance leases 147 1,326 ----------- ----------- Change in net debt from cash flows (47,813) 16,323 Loans acquired with subsidiary (300) - Non-cash movement (842) (1,672) Currency exchange movement (5,662) (3,108) ----------- ----------- Movement in net debt (54,617) 11,543 Opening net debt (71,307) (82,850) ----------- ----------- Closing net debt (125,924) (71,307) ======= ======= C Analysis of movement in debt At Acquired Currency At 1 June Cash with Non-cash exchange 31 May 2000 flow subsidiary movement movement 2001 £000 £000 £000 £000 £000 £000 Cash 39,545 5,589 Overdraft - (14,202) -------- --------- Net 39,545 (48,527) - - 369 (8,613) cash/(overdraft) -------- --------- Loans due within one (240) (228) year Loans due after one year (110,465) (117,083) -------- --------- Loans (110,705) 567 (300) (842) (6,031)(117,311) -------- --------- Finance leases (147) 147 - - - - -------- --------- -------- ------- --------- -------- -------- --------- Net debt (71,307) (47,813) (300) (842) (5,662) (125,924) ====== ===== ====== ====== ====== ====== Reconciliation of Shareholders' Funds for the year ended 31 May 2001 2001 2000 £000 £000 Loss of ordinary activities after taxation (22,791) (7,924) Dividends (1,994) (1,943) ------------ ------------ Deficit for the year (24,785) (9,867) Contribution to QUEST - (99) Currency exchange movement arising on 3,047 4,214 consolidation Currency exchange movement on loan (5,932) (3,955) Issue of shares (net of issue costs) 4,992 75,138 Shares to be issued - acquisition contingent 5,323 - consideration Shares to be issued - share compensation 2,293 - ------------ ------------ Movement in shareholders' funds (15,062) 65,431 Opening shareholders' funds 145,549 80,118 ------------ ------------ Closing shareholders' funds 130,487 145,549 ======= ======= Notes to the Financial Statement for the year ended 31 May 2001 1. Geographical segment analysis 2001 2000 £000 £000 Sales United Kingdom 114,030 79,437 Finland 54,223 54,055 United States of America 118,946 86,118 Australia 17,774 8,445 China 12,448 373 Inter segment (19,987) (6,134) ------------ ------------ 297,434 222,294 ======= ======= Operating profit before goodwill amortisation and impairment and share compensation United Kingdom 1,961 321 Finland 3,915 10,606 United States of America 6,209 (989) Australia 2,315 1,395 China 1,649 (401) Central costs (3,825) (2,347) ------------ ------------ 12,224 8,585 ======= ======= Operating (loss)/profit United Kingdom 1,961 321 Finland 2,147 8,767 United States of America (13,278) (2,672) Australia 2,315 1,395 China 1,649 (401) Central costs (3,825) (2,347) ------------ ------------ (9,031) 5,063 ======= ======= The operating loss in the United States of America is stated after charging £14,078,000 of exceptional goodwill impairment. Notes to the Financial Statement for the year ended 31 May 2001 2. Business segment analysis 2001 2000 £000 £000 Sales Wireless infrastructure 207,777 131,868 Cellular handset products 42,174 48,177 Electronic warfare 25,728 25,995 Broadband access 11,273 9,524 Inter segment (751) (482) ------------ ------------ Excluding compound semiconductors 286,201 215,082 Compound semiconductors 11,233 7,212 ------------ ------------ 297,434 222,294 ======= ======= Operating profit before goodwill amortisation and impairment and share compensation Wireless infrastructure 27,212 9,296 Cellular handset products 6,979 11,917 Electronic warfare (443) 1,295 Broadband access (2,769) (3,365) Central costs (3,825) (2,347) ------------ ------------ Excluding compound semiconductors 27,154 16,796 Compound semiconductors (14,930) (8,211) ------------ ------------ 12,224 8,585 ======= ======= Operating (loss)/profit Wireless infrastructure 27,212 9,296 Cellular handset products 5,211 10,078 Electronic warfare (698) 1,053 Broadband access (6,407) (3,365) Central costs (3,825) (2,347) ------------ ------------ Excluding compound semiconductors 21,493 14,715 Compound semiconductors (30,524) (9,652) ------------ ------------ (9,031) 5,063 ======= ======= The operating loss of compound semiconductors is stated after charging £14,078,000 of exceptional goodwill impairment. Notes to the Financial Statement for the year ended 31 May 2001 3. Exceptional goodwill impairment 2001 2000 £000 £000 Exceptional goodwill impairment 14,078 - ======= ======= The exceptional goodwill impairment arises in respect of the compound semiconductor operations at Filtronic Solid State. Following a review under FRS 11, the directors have concluded that the carrying value of the assets, including goodwill, exceeded their net realisable value by £14,078,000. 4. Share compensation 2001 2000 £000 £000 Share compensation 2,293 - ======= ======= As a result of the acquisition of Filtronic Sigtek, Inc. on 22 August 2000, a maximum charge of £4,958,000, comprising the issue of a maximum of 421,226 ordinary shares of 10p each in Filtronic plc, could arise over the four year period following the acquisition. This share compensation is contingent on Filtronic Sigtek, Inc. maintaining the number and quality of its engineers over that period. 5. Net interest payable 2001 2000 £000 £000 Interest receivable Interest on bank deposits 1,031 2,545 ------------ ------------ Interest payable Interest on bank loans and overdrafts 603 81 Interest on other loans 12,113 11,333 Finance lease interest 4 153 Debt issue costs amortisation 842 856 ------------ ------------ 13,562 12,423 ------------ ------------ ------------ ------------ Net interest payable 12,531 9,878 ======= ======= Notes to the Financial Statement for the year ended 31 May 2001 6. Net financing currency exchange gain 2001 2000 £000 £000 Currency exchange gain on cash balances 335 4,672 Currency exchange loss on loan - (3,749) ------------ ------------ 335 923 ======= ======= 7. Taxation on loss on ordinary activities 2001 2000 £000 £000 Corporation tax 130 175 Adjustment to prior year - 55 ------------ ------------ 130 230 Overseas taxation 1,434 3,802 ------------ ------------ 1,564 4,032 ======= ======= Overseas taxation arises because taxable profits in Finland and Australia cannot be relieved by losses available in the UK and the USA. The amount of unprovided deferred taxation for the year was £100,000 (2000 nil). 8. Dividends 2001 2000 2001 2000 per share per share £000 £000 Interim 0.90p 0.90p 668 647 dividend - paid Final dividend 1.80p 1.80p 1,326 1,296 - proposed ------------ ------------ ------------ ------------ 2.70p 2.70p 1,994 1,943 ======= ======= ======= ======= Notes to the Financial Statement for the year ended 31 May 2001 9. Loss per share 2001 2000 Adjusted basic loss per share (2.56)p (7.82)p Effect of adjusted items net of taxation (28.68)p (3.82)p ------------ ------------ Basic loss per share (31.24)p (11.64)p ======= ======= Adjusted diluted loss per share (2.56)p (7.82)p Effect of adjusted items net of taxation (28.68)p (3.82)p ------------ ------------ Diluted loss per share (31.24)p (11.64)p ======= ======= £000 £000 Adjusted loss (1,871) (5,325) Goodwill amortisation (4,884) (3,522) Exceptional goodwill impairment (14,078) - Share compensation (2,293) - Net financing currency exchange gain 335 923 ------------ ------------ Loss on ordinary activities after taxation (22,791) (7,924) ======= ======= Weighted average number of shares in issue 72,962,735 68,054,710 Dilution effect of share options - - Dilution effect of contingently issuable - - shares -------------- -------------- Diluted weighted average number of shares 72,962,735 68,054,710 ======== ======== The adjusted loss per share figures have been provided in order that the effects of the adjusted items on reported earnings per share can be fully appreciated.

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