Interim Results
Matchtech Group PLC
17 March 2008
17 March 2008
Matchtech Group plc
Interim results for the six months ended 31 January 2008
Matchtech Group plc ('Matchtech' or the 'Group'), one of the UK's leading
specialist technical recruitment companies, is pleased to announce its interim
results for the six months ended 31 January 2008.
Financial Highlights
• Revenue up 25% to £116.6m (2007 H1: £93.4m)*
• Net fee income (Gross Profit) up 22% to £15.3m (2007 H1: £12.5m)*
• Operating profit up 24% to £6.2m (2007 H1: £5.0m)*
• Operating profit margin 5.3% (2007 H1: 5.4%)*
• Adjusted Profit Before Tax (before non-recurring items) up 21% to
£5.7m (2007 H1: £4.7m)
• Reported Profit Before Tax (after non-recurring items) up 39% to £5.7m
(2007 H1: £4.1m)
• Cash flow from operating activities up 112% to £8.7m (2007 H1: £4.1m)
• Adjusted Basic EPS (before non-recurring items) up 8% to 17.09p (2007
H1: 15.86p)
• Reported Basic EPS (after non-recurring items) up 26% to 17.09p (2007
H1: 13.59p)
• Interim dividend 5.0 pence per share (2007: 4.4 pence) up 14%
*2007 results exclude the sales and profits from the US business sold on 31
August 2006 as well as the non-recurring costs of the IPO
Operating Highlights
• Strong organic growth across all sectors (Engineering, Built
Environment and Support Services)
• 33% increase in permanent placements, 31% increase in permanent fees
• 10% increase in contractor numbers, 19% increase in contract NFI
• 39% increase in sales headcount to 189 from 136
Commenting on the results, George Materna, Chairman of Matchtech said:
'We are very pleased with these results confirming that Matchtech has sustained
good progress through organic growth across all three of the Group's sectors.
'The sectors that we serve continue to exhibit strong structural growth
characteristics. Moreover we have a highly diversified and expanding customer
base, which provides further opportunities for growth and adds an element of
protection to our business.
'Candidates and Contractors remain in short supply, with wage inflation
continuing in each of the sectors in which we operate. This demonstrates that
the market continues to be candidate driven, allowing Matchtech to utilise its
superior service delivery capabilities to gain market share.
'We believe that there are strong opportunities for continued growth, both from
the significant investment made in our sales headcount at the start of the year,
which we expect to show through in the second half, and from our existing
business development pipeline. The Board remains confident in the outlook for
the year and expects to be able to report sound progress in the second half.'
IFRS
This is the first set of financial statements that the Group is required to
prepare in accordance with accordance with IAS 34 'Interim Financial Reporting'
and the requirements of IFRS 1 'First-time Adoption of International Financial
Reporting Standards' relevant to interim reports, because they are part of the
period covered by the Group's first IFRS financial statements for the year ended
31 July 2008. They do not include all of the information required for full
annual financial statements, and should be read in conjunction with the
consolidated financial statements for the year ended 31 July 2007 which have
been filed with the Registrar of Companies. The auditor's report on those
financial statements was unqualified and did not contain a statement under
section 237 (2) and (3) of the Companies Act 1985. The transition to IFRS is
explained in Note 2 to these interim financial statements. All comparatives have
been re-stated in accordance with IFRS.
For further information please contact:
Matchtech Group plc 01489 898989
George Materna, Chairman
Adrian Gunn, Group Managing Director
Tony Dyer, Group Finance Director
Hogarth Partnership 020 7357 9477
John Olsen / James Longfield / Fiona Noblet
Background on Matchtech
Matchtech specialises in the provision of contract and permanent staff in the
Engineering, Built Environment and Support Services sectors across the UK.
It was established in 1984 and has grown organically to become the UK's 2nd
largest technical and engineering recruitment specialist and the UK's 21st
largest recruitment company (Source: Recruitment International Top 100 Report -
August 2007).
Operating from a single site near Southampton, Matchtech provides predominantly
professionally-qualified candidates to clients in a broad range of industries
including oil and petrochemicals, pharmaceutical, marine, aerospace, automotive,
water, electronics, civil engineering, building structures and transport
infrastructure.
MATCHTECH GROUP PLC
Interim report for the period ended 31 January 2008
Chairman's statement
Operating review
The Group again saw good growth across all three of its sectors, Engineering,
Built Environment and Support Services, during the first half of the financial
year.
2008 H1 2007 H1 Change
£m £m %
Engineering sector
Net Fee Income 7.8 6.4 22%
Operating Profit 3.4 2.7 26%
Built Environment sector
Net Fee Income 4.2 3.3 27%
Operating Profit 1.8 1.4 29%
Support Services sector
Net Fee Income 3.2 2.8 14%
Operating Profit 0.9 0.8 13%
The results have been achieved entirely through organic growth in the UK.
Engineering, our largest sector, continues to deliver good growth. In particular
demand was strong in Oil & Gas where the current level of oil price has led to
increased capital investment. We have a strong established brand in the
Engineering sector and the business pipeline looks favourable.
Built Environment continues to see the strongest growth, with clients providing
generally good visibility of projects for several years ahead. Public sector
investment contributes as a major driver in this market. Clients seem a little
more flexible on choice of candidate as skill shortages continue to tighten.
Contract lengths are extending and contract rates are as high as they have ever
been.
Foundations continue to be laid in our newest sector Support Services, by
investment in new staff to ensure the best possible platform for sustainable
future growth. Cross selling opportunities, into other parts of the Group will,
over time, convert into a strong revenue stream.
The Group has maintained a healthy balance between contract and permanent
placements coupled with a highly diversified client and sector base providing
added protection to any market volatility.
2008 H1 2007 H1 Change
Permanent placements
Number of permanent placements 1,356 1,022 + 33%
Permanent fees £5.1m £3.9m + 31%
Average permanent fees per placement £3,753 £3,855 - 3%
Contractors
Number of working contractors 4,541 4,122 + 10%
Contract Net Fee Income £10.2m £8.6m + 19%
Net Fee Income
Contract 67% 69%
Permanent 33% 31%
People
Our performance reflects the strength and stability of our management team and
the quality of our staff. Expansion is being led by experienced and home grown
Matchtech managers and directors. The Matchtech team has shown great unity of
purpose, amplified by our strong internal communication and technology systems
that enable the flow of strategic information throughout the company.
Sales staff numbers increased by 39% over the year to 189 (January 2007: 136,
July 2007: 170). We added 9 Support staff in the first half bringing the total
to 90 (January 2007: 75, July 2007: 81), partly reflecting the increased levels
of compliance required from regulators and clients.
I would like to thank all our staff on behalf of our shareholders for their
consistent contribution.
Financial Overview
The Group delivered good results across all three of its sectors.
Revenue increased 25% to £116.6m (2007 H1: £93.4m, excluding £0.2m Revenue
discontinued business), with Net Fee Income up 22% to £15.3m (2007 H1: £12.5m).
Underlying operating profit (excluding non-recurring items) was £6.2m, an
increase of 24% (2007 H1: £5.0m). This reflected a slight decrease in operating
margin to 5.3% (2007 H1: 5.4%).
The non-recurring items in 2007 were £0.5m. 2008: £Nil.
Reported profit before tax was up 39% at £5.7m (2007 H1: £4.1m) and underlying
profit before tax (excluding profits from the US business sold in August 2006 as
well as non-recurring items) was up 21% to £5.7m (2007 H1: £4.7m).
Effective Rate of Tax
The effective rate of tax for the period is 30.5% (2007 H1: 24.9% pre
non-recurring items). Under IFRS 12 deferred tax is recognised to take into
account the fact that gains made on qualifying share options exercised during
the period attract tax relief. The effective tax rate will be impacted by the
actual timing of exercise of the options and the magnitude of the tax benefit
obtained.
Earnings per share
Notwithstanding the higher Effective Tax Rate, the Group continued to produce
good growth in earnings per share.
Basic earnings per share increased by 26% to 17.09p (2007 H1: 13.59p), with
adjusted earnings per share (excluding non-recurring items) increasing by 8% to
17.09p (2007 H1: 15.86p).
Fully diluted earnings per share increased by 30% to 16.53p (2007 H1: 12.75p),
with adjusted fully diluted earnings per share (excluding non-recurring items)
increasing by 9% to 16.53p (2007 H1: 15.23p).
Cash flow
Cash inflows from operating activities in the period were £8.7m (2007 H1: £4.1m)
representing cash conversion of 140% (2007 H1: 93%)
Capital expenditure was £0.7m (2007 H1: £0.5m).
Net debt at 31 January 2008 was £5.4m (31 January 2007: £11.5m, 31 July 2007:
£9.8m).
Dividend
Reflecting the performance of our business in the first half, the Board has
declared an interim dividend of 5.0 pence per share, an increase of 14% (2007:
H1 4.4p).
The interim dividend will be paid on 24 June 2008 to those shareholders on the
register at close of business on 6 June 2008.
Risk
The Group considers strategic, financial and operational risks and identifies
actions to mitigate those risks. Key risks and their mitigation are disclosed
in the 2007 Annual Report and no significant new risks have been identified in
the period.
Growth strategy
Our unique single site model continues to provide a stable, low cost platform
for growth. The growth strategy is being implemented by an experienced
management team and is based around a balanced contract/perm mix in our target
recruitment markets. We aim to further segment and subdivide our markets and to
deepen our niche specialisations over time.
Outlook
General business sentiment in our markets has remained positive to date, and the
sectors that we serve continue to exhibit strong structural growth
characteristics. Moreover we have a highly diversified and expanding customer
base, which provides further opportunities for growth and adds protection to our
business.
Candidates and Contractors remain in short supply, with wage inflation
continuing in each of the sectors in which we operate. This demonstrates that
the market continues to be candidate driven, allowing Matchtech to utilise its
superior service delivery capabilities to gain market share.
We believe that there are strong opportunities for continued growth, both from
the significant investment made in our sales headcount at the start of the year
through our graduate program, which is expected to show through in the second
half, and from our existing business development pipeline. The Board remains
confident in its outlook for the year and expects to be able to report sound
progress in the second half.
George Materna
Chairman
17 March 2008
MATCHTECH GROUP PLC
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST JANUARY 2008
CONDENSED CONSOLIDATED INCOME STATEMENT
For the period ended 31 January 2008
Note 6 months 6 months 12 months
to 31/01/08 to 31/01/07 to 31/07/07
Unaudited Unaudited Unaudited
CONTINUING OPERATIONS £'000 £'000 £'000
Revenue 3 116,562 93,438 202,779
Cost of Sales (101,290) (80,933) (175,902)
--------- -------- --------
GROSS PROFIT 3 15,272 12,505 26,877
Cost of Admission to AIM 0 (572) (572)
Other administrative expenses (9,119) (7,427) (15,623)
--------- -------- --------
Total administrative expenses (9,119) (7,999) (16,195)
--------- -------- --------
OPERATING PROFIT 3 6,153 4,506 10,682
Finance income 18 13 20
Finance cost (500) (390) (831)
--------- -------- --------
PROFIT BEFORE TAX 5,671 4,129 9,871
Income tax expense 4 (1,729) (1,169) (2,356)
--------- -------- --------
PROFIT FROM CONTINUING OPERATIONS 3,942 2,960 7,515
DISCONTINUED OPERATIONS
Profit from discontinued
operations 5 0 67 67
--------- -------- --------
PROFIT FOR THE PERIOD 3,942 3,027 7,582
========= ======== ========
EARNINGS PER ORDINARY SHARE
6 months 6 months 12 months
to 31/01/08 to 31/01/07 to 31/07/07
Unaudited Unaudited Unaudited
Continuing operations pence pence Pence
- Basic 7 17.09 13.29 33.44
- Diluted 7 16.53 12.75 32.64
Total operations
- Basic 7 17.09 13.59 33.74
- Diluted 7 16.53 13.04 32.93
CONDENSED CONSOLIDATED BALANCE SHEET
Note 31/01/08 31/01/07 31/07/07
Unaudited Unaudited Unaudited
£'000 £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 2,014 1,590 1,699
Intangible assets 186 113 133
Deferred tax assets 502 879 529
--------- -------- --------
2,702 2,582 2,361
Current Assets
Trade and other receivables 29,039 25,672 31,984
Cash and cash equivalents 91 353 836
--------- -------- --------
29,130 26,025 32,820
--------- -------- --------
TOTAL ASSETS 31,832 28,607 35,181
========= ======== ========
LIABILITIES
Current liabilities
Trade and other payables (11,677) (8,881) (12,617)
Current tax liability (1,773) (904) (1,068)
Bank loans and overdrafts
- short term borrowings (2,556) (7,292) (6,924)
- current portion of long term borrowings (1,666) (1,666) (1,666)
--------- -------- --------
(17,672) (18,743) (22,275)
Non-current liabilities
Long term borrowings (1,251) (2,917) (2,083)
--------- -------- --------
TOTAL LIABILITIES (18,923) (21,660) (24,358)
========= ======== ========
NET ASSETS 12,909 6,947 10,823
========= ======== ========
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
Called-up equity share capital 231 225 230
Share premium account 2,892 2,367 2,829
Other reserves 859 685 610
Retained earnings 8,927 3,670 7,154
--------- -------- --------
TOTAL EQUITY 12,909 6,947 10,823
========= ======== ========
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
Note 6 months 6 months 12 months
to 31/01/08 to 31/01/07 to 31/07/07
Unaudited Unaudited Unaudited
£'000 £'000 £'000
CASH FLOWS FROM
OPERATING ACTIVITIES
Profit after taxation 3,942 3,027 7,582
Adjustments for:
-Depreciation 306 226 499
-Profit on disposal of discontinued 5 0 (59) (59)
operation
-Foreign exchange gain on 0 (3) (3)
disposal of discontinued
operation
-Profit on disposal of property, (3) 0 0
plant and equipment
-Interest income (18) (13) (20)
-Interest expense 500 390 831
-Taxation expense recognised in 1,729 1,172 2,359
profit and loss
-Increase)/decrease in trade and 2,950 (1,240) (7,516)
other receivables
-Increase in trade and other (939) 473 4,118
payables
-Share based payment charge 250 125 321
--------- -------- --------
Cash generated from operations 8,717 4,098 8,112
Interest paid (500) (390) (831)
Income taxes paid (1,024) (1,256) (2,205)
--------- -------- --------
NET CASH FROM OPERATING ACTIVITES 7,193 2,452 5,076
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of Matchtech Inc 0 105 105
Purchase of plant and equipment (708) (532) (960)
Proceeds from sale of plant 37 0 28
Interest received 18 13 20
--------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES (653) (414) (807)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital 64 361 829
Proceeds from long-term borrowings (5,096) 1,918 699
Dividends paid (2,148) (4,414) (5,428)
--------- -------- --------
NET CASH USED IN FINANCING ACTIVITIES (7,180) (2,135) (3,900)
NET INCREASE IN CASH AND CASH EQUIVALENTS (640) (97) 369
--------- -------- --------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 659 290 290
--------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 19 193 659
========= ======== ========
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Foreign Share Share Other Share Retained Total
Currency Capital Premium reserve based Earnings £'000
translation
reserve £'000 £'000 £'000 payment £'000
£'000 reserve
£'000
Balance at
1 0 221 2,009 229 338 4,884 7,681
August 2006 -------- ------- -------- ------- -------- -------- ------
Currency
translation 3 0 0 0 0 0 3
differences
-------- ------- -------- ------- -------- -------- ------
Net income
recognised 3 0 0 0 0 0 3
directly in
equity -------- ------- -------- ------- -------- -------- ------
Profit for
the (3) 0 0 0 0 3,027 3,024
period ======== ======= ======== ======= ======== ======== ======
Total
recognised
income 0 0 0 0 0 3,027 3,027
and expense
for the ======== ======= ======== ======= ======== ======== ======
period
Dividends 0 0 0 0 0 (4,414) (4,414)
IAS 12
adjustment 0 0 0 0 0 168 168
to
deferred
tax asset
EBT reserve
movement 0 0 0 (5) 0 5 0
Share based
payment 0 0 0 0 123 0 123
reserve
movement
New share
capital 0 4 358 0 0 0 362
-------- ------- -------- ------- -------- -------- ------
0 4 358 (5) 123 (4,241) (3,761)
-------- ------- -------- ------- -------- -------- ------
Balance at
31 0 225 2,367 224 461 3,670 6,947
January ======== ======= ======== ======= ======== ======== ======
2007
Balance at
1 0 221 2,009 229 338 4,884 7,681
August 2006 -------- ------- -------- ------- -------- -------- ------
Currency
translation 3 0 0 0 0 0 3
differences
-------- ------- -------- ------- -------- -------- ------
Net income
recognised 3 0 0 0 0 0 3
directly in
equity -------- ------- -------- ------- -------- -------- ------
Profit for
the (3) 0 0 0 0 7,582 7,579
year ======== ======= ======== ======= ======== ======== ======
Total
recognised
income 0 0 0 0 0 7,582 7,582
and expense
for the ======== ======= ======== ======= ======== ======== ======
year
Dividends 0 0 0 0 0 (5,428) (5,428)
IAS 12
adjustment 0 0 0 0 0 111 111
to
deferred
tax asset
EBT reserve
movement 0 0 0 (5) 0 5 0
Share based
payment 0 0 0 0 48 0 48
reserve
movement
New share
capital 0 9 820 0 0 0 829
-------- ------- -------- ------- -------- -------- ------
0 9 820 (5) 0 (5,312) (4,440)
-------- ------- -------- ------- -------- -------- ------
Balance at
31 0 230 2,829 224 386 7,154 10,823
July 2007 ======== ======= ======== ======= ======== ======== ======
Balance at
1 0 230 2,829 224 386 7,154 10,823
August 2007 -------- ------- -------- ------- -------- -------- ------
Profit for
the 0 0 0 0 0 3,942 3,942
period ======== ======= ======== ======= ======== ======== ======
Total
recognised
income 0 0 0 0 0 3,942 3,942
and expense
for the ======== ======= ======== ======= ======== ======== ======
year
Dividends 0 0 0 0 0 (2,149) (2,149)
Share based
payment 0 0 0 0 249 (20) 229
reserve
movement
New share
capital 0 1 63 0 0 0 64
-------- ------- -------- ------- -------- -------- ------
0 1 63 0 249 (2,169) (1,856)
-------- ------- -------- ------- -------- -------- ------
Balance 31
January 0 231 2,892 224 635 8,927 12,909
2008 ======== ======= ======== ======= ======== ======== ======
Notes
Forming part of the financial statements
1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
i The business of the Group
Matchtech Group plc is a human capital resources business dealing with contract
and permanent recruitment in the Private and Public sector. The Group is
organised in three sectors, Engineering, Built Environment and Support Services,
with niche activities within each sector.
ii Basis of preparation of interim financial information
These interim condensed consolidated financial statements are for the six months
ended 31 January 2008. They have been prepared in accordance with IAS 34
'Interim Financial Reporting' and the requirements of IFRS 1 'First-time
Adoption of International Financial Reporting Standards' relevant to interim
reports, because they are part of the period covered by the Group's first IFRS
financial statements for the year ended 31 July 2008. They do not include all of
the information required for full annual financial statements, and should be
read in conjunction with the consolidated financial statements for the year
ended 31 July 2007 which have been filed with the Registrar of Companies. The
auditor's report on those financial statements was unqualified and did not
contain a statement under section 237 (2) and (3) of the Companies Act 1985.
These condensed consolidated interim financial statements (the interim financial
statements) have been prepared in accordance with the accounting policies set
out below which are based on the recognition and measurement principles of IFRS
in issue as adopted by the European Union (EU) and are effective at 31 July 2008
or are expected to be adopted and effective at 31 July 2008, our first annual
reporting date at which we are required to use IFRS accounting standards as
adopted by the EU.
Matchtech Group plc's consolidated financial statements were prepared in
accordance with United Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice) until 31 July 2007. The date of transition to IFRS
was 1 August 2006. The comparative figures in respect of 2006 have been restated
to reflect changes in accounting policies as a result of adoption of IFRS. The
disclosures required by IFRS 1 concerning the transition from UK GAAP to IFRS
are given in the reconciliation schedules, presented and explained in note 2.
These financial statements have been prepared under the historical cost
convention. The accounting policies have been applied consistently throughout
the Group for the purposes of preparation of these condensed interim financial
statements. A summary of the principal accounting policies of the group are set
out below.
IFRS 1 permits companies adopting IFRS for the first time to take certain
exemptions from the full requirements of IFRS in the transition period. These
interim financial statements have been prepared on the basis of taking the
following exemptions:
- business combinations prior to 1 August 2006, the Group's date of transition
to IFRS, have not been restated to comply with IFRS 3 'Business Combinations'.
- cumulative translation differences on foreign operations are deemed to be nil
at 1 August 2006. Any gains and losses recognised in the consolidated income
statement on subsequent disposal of foreign operations will exclude translation
differences arising prior to the transition date.
- the Group has not applied IFRS 2, share based payments to share options awards
granted prior to 7 November 2002, nor to those granted subsequent to that date
but which had vested by 1 August 2006, the date of transition.
iii Basis of consolidation
The group financial statements consolidate those of the company and all of its
subsidiary undertakings drawn up to the balance sheet date. Subsidiaries are
entities over which the group has power to control the financial and operating
policies so as to obtain benefits from its activities. The group obtains and
exercises control through voting rights.
Acquisitions of subsidiaries are dealt with by the purchase method. The purchase
method involves the recognition at fair value of all identifiable assets and
liabilities, including contingent liabilities of the subsidiary, at the
acquisition date, regardless of whether or not they were recorded in the
financial statements of the subsidiary prior to acquisition. On initial
recognition, the assets and liabilities of the subsidiary are included in the
consolidated balance sheet at their fair values, which are also used as the
bases for subsequent measurement in accordance with group accounting policies.
iv Revenue
Revenue is measured by reference to the fair value of consideration received or
receivable by the group for services provided, excluding VAT and trade
discounts. Revenue on temporary placements is recognised upon receipt of a
client approved timesheet or equivalent. Revenue from permanent placements,
which is based on a percentage of the candidate's remuneration package, is
recognised when candidates commence employment.
v Property, plant and equipment
Property, plant and equipment is stated at cost or valuation, net of
depreciation and any provision for impairment.
Depreciation is calculated so as to write off the cost of an asset, less its
estimated residual value, over the useful economic life of that asset as
follows:
Motor Vehicles 25.00% Reducing balance
Computer equipment 25.00% Straight line
Equipment 12.50% Straight line
Residual value estimates are updated as required, but at least annually, whether
or not the asset is revalued.
vi Intangible assets
Separately acquired software licences are included at cost and amortised on a
straight-line basis over the useful economic life of that asset at 20%-33%.
Provision is made against the carrying value of intangible assets where an
impairment in value is deemed to have occurred. Amortisation is recognised in
the income statement under administrative expenses.
vii Disposal of assets
The gain or loss arising on the disposal of an asset is determined as the
difference between the disposal proceeds and the carrying amount of the asset
and is recognised in the income statement.
viii Operating lease agreements
Rentals applicable to operating are charged against profits on a straight line
basis over the lease term. Lease incentives are spread over the term of the
lease.
ix Taxation
Current tax is the tax currently payable based on taxable profit for the year.
Deferred income taxes are calculated using the liability method on temporary
differences. Deferred tax is generally provided on the difference between the
carrying amounts of assets and liabilities and their tax bases. However,
deferred tax is not provided on the initial recognition of goodwill, nor on the
initial recognition of an asset or liability unless the related transaction is a
business combination or affects tax or accounting profit.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax
assets are recognised to the extent that it is probable that the underlying
deductible temporary differences will be able to offset against future taxable
income. Current and deferred tax assets and liabilities are calculated at tax
rates that are expected to apply to their respective period of realisation,
provided they are enacted or substantively enacted at the balance sheet date.
Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the income statement, except where they relate to items that are
charged or credited directly to equity (such as the revaluation of land) in
which case the related deferred tax is also charged or credited directly to
equity.
x Pension costs
The company operates a defined contribution pension scheme for employees. The
assets of the scheme are held separately from those of the company. The annual
contributions payable are charged to the income statement as they accrue.
xi Share based payment
All share-based remuneration is ultimately recognised as an expense in the
income statement with a corresponding credit to 'share-based payment reserve'.
All goods and services received in exchange for the grant of any share-based
remuneration are measured at their fair values. Fair values of employee services
are indirectly determined by reference to the fair value of the share options
awarded. Their value is appraised at the grant date and excludes the impact of
non-market vesting conditions (for example, profitability and sales growth
targets).
If vesting periods or other non-market vesting conditions apply, the expense is
allocated over the vesting period, based on the best available estimate of the
number of share options expected to vest. Estimates are subsequently revised if
there is any indication that the number of share options expected to vest
differs from previous estimates. Any cumulative adjustment prior to vesting is
recognised in the current period. No adjustment is made to any expense
recognised in prior periods if share options ultimately exercised are different
to that estimated on vesting. Upon exercise of share options, proceeds received
net of attributable transaction costs are credited to share capital and share
premium.
xii Exceptional items
Non-recurring items which are sufficiently material are presented separately
within their relevant consolidated income statement category. This helps to
provide a better understanding of the group's financial performance.
xiii Business combinations completed prior to date of transition to IFRS
The group has elected not to apply IFRS 3 Business Combinations retrospectively
to business combinations prior to 1 August 2006.
Accordingly the classification of the combination (merger) remains unchanged
from that used under UK GAAP. Assets and liabilities are recognised at date of
transition if they would be recognised under IFRS, and are measured using their
UK GAAP carrying amount immediately post-acquisition as deemed cost under IFRS,
unless IFRS requires fair value measurement. Deferred tax is adjusted for the
impact of any consequential adjustments after taking advantage of the
transitional provisions.
xiv Discontinued operations
A discontinued operation is a cash-generating unit, or a group of
cash-generating units, that either has been disposed of, or is classified as
held for sale, and:
- represents a separate line of business or geographic area of operations
- is part of a single co-ordinated plan to dispose of a separate major line of
business or
geographical area of operations or
- is a subsidiary acquired exclusively with a view to resale.
The disclosures for discontinued operations in the prior period relate to all
operations that have been discontinued by the balance sheets date for the latest
period presented.
xv Financial assets
All financial assets are recognised when the group becomes a party to the
contractual provisions of the instrument. Financial assets are recognised at
fair value plus transaction costs.
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Trade receivables
are classified as loans and receivables. Loans and receivables are measured
subsequent to initial recognition at amortised cost using effective interest
method, less provision for impairment. Any change in their value through
impairment or reversal of impairment is recognised in the income statement.
Provision against trade receivables is made when there is objective evidence
that the group will not be able to collect all amounts due to it in accordance
with the original terms of those receivables. The amount of the write-down is
determined as the difference between the asset's carrying amount and the present
value of estimated future cash flows.
A financial asset is derecognised only where the contractual rights to cash
flows from the asset expire or the financial asset is transferred and that
transfer qualifies for derecognition. A financial asset is transferred if the
contractual rights to receive the cash flows of the asset have been transferred
or the group retains the contractual rights to receive the cash flows of the
asset but assumes a contractual obligation to pay the cash flows to one or more
recipients. A financial asset that is transferred qualifies for derecognition if
the group transfers substantially all the risks and rewards of ownership of the
asset, or if the group neither retains nor transfers substantially all the risks
and rewards of ownership but does transfer control of that asset.
xvi Financial liabilities
Financial liabilities are obligations to pay cash or other financial assets and
are recognised when the group becomes a party to the contractual provisions of
the instrument and comprise trade and other payables and bank loans. Financial
liabilities are recorded initially at fair value, net of direct issue costs and
are subsequently measured at amortised cost using the effective interest rate
method.
A financial liability is derecognised only when the obligation is extinguished,
that is, when the obligation is discharged or cancelled or expires.
xvii Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, on demand deposits and bank
overdrafts.
xviii Dividends
Dividend distributions payable to equity shareholders are included in 'other
short term financial liabilities' when the dividends are approved in general
meeting prior to the balance sheet date.
xix Equity
Equity comprises the following:
- 'Share capital' represents the nominal value of equity shares.
- 'Share premium' represents the excess over nominal value of the fair value of
consideration received for equity shares, net of expenses of the share issue.
- 'Share based payment reserve' represents equity-settled share-based employee
remuneration until such share options are exercised.
- 'Other reserve' represents the equity balance arising on the merger of
Matchtech Engineering and Matchmaker Personnel.
- 'Profit and loss reserve' represents retained profits.
xx Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at
the date of the transaction. Monetary assets and liabilities in foreign
currencies are translated at the rates of exchange ruling at the balance sheet
date. Non-monetary items that are measured at historical cost in a foreign
currency are translated at the exchange rate at the date of the transaction.
Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was
determined.
Any exchange differences arising on the settlement of monetary items or on
translating monetary items at rates different from those at which they were
initially recorded are recognised in the profit or loss in the period in which
they arise. Exchange differences on non-monetary items are recognised in equity
to the extent that they relate to a gain or loss on that non-monetary item taken
to equity, otherwise such gains and losses are recognised in the income
statement.
The assets and liabilities in the financial statements of foreign subsidiaries
are translated at the rate of exchange ruling at the balance sheet date. Income
and expenses are translated at the actual rate. The exchange differences arising
from the retranslation of the opening net investment in subsidiaries are taken
directly to the 'Foreign currency reserve' in equity. On disposal of a foreign
operation the cumulative translation differences (including, if applicable,
gains and losses on related hedges) are transferred to the income statement as
part of the gain or loss on disposal.
As permitted by IFRS 1, the balance on the cumulative translation adjustment on
retranslation of subsidiaries' net assets has been set to zero at the date of
transition to IFRS.
xxi Employee benefit trust
The assets and liabilities of the Employee Benefit Trust (EBT) have been
included in the group accounts. Any assets held by the EBT cease to be
recognised on the group balance sheet when the assets vest unconditionally in
identified beneficiaries.
The costs of purchasing own shares held by the EBT are shown as a deduction
against equity. The proceeds from the sale of own shares held increase equity.
Neither the purchase nor sale of own shares leads to a gain or loss being
recognised in the group income statement.
2 TRANSITIONAL ARRANGEMENTS
These are the Group's first condensed consolidated interim financial statements
for part of the period covered by the first annual consolidated financial
statements prepared in accordance with IFRS.
An explanation of how the transition from UK GAAP to IFRS has affected the
Group's financial position, financial performance and cash flows is set out
below.
Reconciliation of equity at 1 August 2006
UK GAAP IAS 12 IAS 17 IAS 19 IFRS
£'000 Income Leases Employee as
Taxes £'000 Benefits restated
£'000 £'000 £'000
EQUITY
Called-up equity share 221 0 0 0 221
capital
Share premium account 2,009 0 0 0 2,009
Other reserves 567 0 0 0 567
Retained earnings 4,454 566 (64) (72) 4,884
---------- --------- -------- --------- --------
TOTAL EQUITY 7,251 566 (64) (72) 7,681
========== ========= ======== ========= ========
Reconciliation of consolidated balance sheet and equity at 31 January 2007
UK GAAP IAS 1 IAS 12 IAS 17 IAS 19 IFRS
£'000 Presentation Income Leases Employee as
of financial Taxes £'000 Benefits restated
statements £'000 £'000 £'000
£'000
NON-CURRENT
ASSETS
Intangible 113 0 0 0 0 113
assets
Property, plant
and 1,590 0 0 0 0 1,590
equipment
Deferred tax 0 879 0 0 0 879
assets
CURRENT ASSETS
Trade and other
receivables 25,819 (879) 732 0 0 25,672
Cash and cash
equivalents 353 0 0 0 0 353
CURRENT
LIABILITIES
Trade and other
payables (8,793) 0 0 (57) (31) (8,881)
Tax liability (904) 0 0 0 0 (904)
Bank loans and
overdrafts (8,958) 0 0 0 0 (8,958)
NON-CURRENT
LIABILITIES
Bank loan (2,917) 0 0 0 0 (2,917)
-------- ----------- -------- -------- -------- --------
NET ASSETS 6,303 0 732 (57) (31) 6,947
======== ========== ======== ======== ======== ========
EQUITY
Called-up equity
share
capital 225 0 0 0 0 225
Share premium
account 2,367 0 0 0 0 2,367
Other reserves 685 0 0 0 0 685
Retained earnings 3,026 0 732 (57) (31) 3,670
-------- ----------- -------- -------- -------- --------
TOTAL EQUITY 6,303 0 732 (57) (31) 6,947
======== ========== ======== ======== ======== ========
Reconciliation of consolidated balance sheet and equity at 31 July 2007
UK GAAP IAS 1 IAS 12 IAS 17 IAS 19 IFRS
£'000 Presentation Income Leases Employee as
of financial Taxes £'000 Benefits restated
statements £'000 £'000 £'000
£'000
NON-CURRENT
ASSETS
Intangible 133 0 0 0 0 133
assets
Property,
plant and 1,699 0 0 0 0 1,699
equipment
Deferred tax 0 529 0 0 0 529
assets
CURRENT ASSETS
Trade and
other 32,108 (529) 405 0 0 31,984
receivables
Cash and cash
equivalents 836 0 0 0 0 836
CURRENT
LIABILITIES
Trade and
other (12,474) 0 0 (67) (76) (12,617)
payables
Tax liability (1,068) 0 0 0 0 (1,068)
Bank loans and
overdrafts (8,590) 0 0 0 0 (8,590)
NON-CURRENT
LIABILITIES
Bank loan (2,083) 0 0 0 0 (2,083)
--------- --------- -------- -------- -------- --------
NET ASSETS 10,561 0 405 (67) (76) 10,823
========= ========= ======== ======== ======== ========
EQUITY
Called-up
equity share 230 0 0 0 0 230
capital
Share premium 2,829 0 0 0 0 2,829
account
Other reserves 610 0 0 0 0 610
Retained 6,892 0 405 (67) (76) 7,154
earnings --------- --------- -------- -------- -------- --------
TOTAL EQUITY 10,561 0 405 (67) (76) 10,823
========= ========= ======== ======== ======== ========
Reconciliation of consolidated income statement for the period ended 31 January
2007
UK GAAP IAS 1 IAS 17 IAS 19 IAS 21 IFRS
£'000 Presentation Leases Employee Foreign as restated
of financial £'000 Benefits Exchange £'000
statements £'000 Rates
£'000 £'000
Revenue 93,573 (135) 0 0 0 93,438
Cost of sales (81,050) 117 0 0 0 (80,933)
-------- --------- -------- --------- --------- ---------
Gross profit 12,523 (18) 0 0 0 12,505
Administration
Costs (7,485) 10 7 41 0 (7,427)
Cost of
admission to
AIM (572) 0 0 0 0 (572)
Profit on sale
of 59 (59) 0 0 0 0
discontinued
operation
Finance Income 13 0 0 0 0 13
Finance Cost (390) 0 0 0 0 (390)
-------- --------- -------- --------- --------- ---------
Profit before
tax 4,148 (67) 7 41 0 4,129
-------- --------- -------- --------- --------- ---------
Taxation (1,172) 3 0 0 (1,169)
-------- --------- -------- --------- --------- ---------
Profit for the
period 2,976 (64) 7 41 0 2,960
-------- --------- -------- --------- --------- ---------
-------- --------- -------- --------- --------- ---------
Profit from
discontinued 0 64 0 0 3 67
operations
======== ========= ======== ========= ========= =========
Profit for the
period 2,976 0 7 41 3 3,027
from total
operations ======== ========= ======== ========= ========= =========
Reconciliation of consolidated income statement for year ended 31 July 2007
UK GAAP IAS 1 IAS 17 IAS 19 IAS 21 IFRS
£'000 Presentation of Leases Employee Foreign as
financial Benefits Exchange Rates
statements
£'000 £'000 £'000 £'000 restated
£'000
Revenue 202,914 (135) 0 0 0 202,779
Cost of sales (176,019) 117 0 0 0 (175,902)
-------- --------- -------- --------- --------- ---------
Gross profit 26,895 (18) 0 0 0 26,877
Administration
Costs (15,627) 10 (2) (4) 0 (15,623)
Cost of
admission to
AIM (572) 0 0 0 0 (572)
Profit on sale
of
discontinued
operation 59 (59) 0 0 0 0
Finance Income 19 0 0 0 0 19
Finance Cost (830) 0 0 0 0 (830)
-------- --------- -------- --------- --------- ---------
Profit before
tax 9,944 (67) (2) (4) 0 9,871
-------- --------- -------- --------- --------- ---------
Taxation (2,359) 3 0 0 0 (2,356)
-------- --------- -------- --------- --------- ---------
Profit for the
period 7,585 (64) (2) (4) 0 7,515
-------- --------- -------- --------- --------- ---------
-------- --------- -------- --------- --------- ---------
Profit from
discontinued 0 64 0 0 3 67
operations
-------- --------- -------- --------- --------- ---------
Profit for the
period from
total
operations 7,585 0 (2) (4) 3 7,582
======== ========= ======== ========= ========= =========
Notes to the reconciliations
IAS 1 Presentation of financial statements
Under UK GAAP, the deferred tax asset was classified as a current asset. Under
IFRS the deferred tax asset is classified as a non-current asset.
Under UK GAAP, the income statement provided full disclosure of each line item
relating to discontinued operations. Under IFRS, only the profit from the
discontinued operation is disclosed on the income statement.
IAS 12 Income Taxes
Under FRS 19, deferred tax was recognised only on timing differences; in
contrast IAS 12 'Income Taxes' requires the recognition of deferred tax on all
temporary differences which specifically impacts the recognition of deferred tax
in relation to share based payments.
Under FRS 19, the deferred tax asset on the cost of options recognised was
restricted to the amount calculated by applying the prevailing corporation tax
rate to the total cost in the year calculated under FRS20. Under IFRS the
deferred tax asset recognised is the cost of options outstanding based on the
fair value at the period end date multiplied by the prevailing rate of
corporation tax. The deferred tax asset has been adjusted in line with IFRS
requirements.
IAS 17 Leases
Under UK GAAP, the rent-free period lease incentive was spread over the period
from the start of the lease to the first break clause. Under IFRS, the lease
incentive is spread over the full lease term.
IAS 19 Employee benefits
Under UK GAAP, the company chose not to accrue for outstanding staff holiday pay
at the balance sheet date. IFRS requires that the accrual be calculated at each
balance sheet date.
IAS 21 The Effects of Changes in Foreign Exchange Rates
On the disposal of Matchtech Inc the cumulative translation differences are
transferred to the income statement as part of the gain or loss on disposal.
Under UK GAAP the difference was shown as a movement in reserves.
Cash Flow statement
Application of IFRS has resulted in reclassification of certain items in the
cash flow statement as follows:
Profit after taxation has been adjusted as per the reconciliation above.
(Operating profit was used in the Interim and Annual Reports for 2007 in the
reconciliation to net cash inflow from operating activities)
Movements in trade and other receivables and trade and other payables have been
adjusted to account for the IFRS adjustments to the provisions on the balance
sheet as shown in the reconciliations of consolidated balance sheets and income
statements above. These relate to the reclassification of the deferred tax asset
between trade and other receivables and non current assets and the adjustments
to the rent free period and staff holiday reserves.
3 SEGMENTAL INFORMATION
The revenue and profit before tax are attributable to the one principal activity
of the company.
(i) Segmental
A segmental analysis of revenue is given 6 months 6 months 12 months
below:
to 31/01/08 to 31/01/07 to 31/07/07
Unaudited Unaudited Unaudited
£'000 £'000 £'000
Engineering 67,276 59,990 129,299
Built Environment 31,463 18,629 40,046
Support Services 17,823 14,819 33,434
-------- -------- --------
Continuing operations 116,562 93,438 202,779
Discontinued Operations 0 135 135
-------- -------- --------
Total 116,562 93,573 202,914
======== ======== ========
A segmental analysis of gross profit is
given below:
Engineering 7,803 6,394 14,833
Built Environment 4,226 3,274 6,000
Support Services 3,243 2,837 6,044
-------- -------- --------
Continuing operations 15,272 12,505 26,877
Discontinued Operations 0 18 18
-------- -------- --------
Total 15,272 12,523 26,895
======== ======== ========
A segmental analysis of operating profit
is given below:
Engineering 3,468 2,563 5,896
Built Environment 1,820 1,118 2,384
Support Services 865 825 2,402
-------- -------- --------
Continuing operations 6,153 4,506 10,682
Discontinued Operations 0 8 8
-------- -------- --------
Total 6,153 4,514 10,690
======== ======== ========
(iI) Seasonality
With the first half of the financial year including holiday seasons in August
and at Christmas when recruitment activity is quieter than normal, the second
half of the year generally produces stronger results. Revenue in the 6 months to
31 January 2007 excluding discontinued operations represented 46% of the annual
total.
4 INCOME TAX EXPENSE
Analysis of charge in the year
6 months 6 months 12 months
to 31/01/08 to 31/01/07 to 31/07/07
Unaudited Unaudited Unaudited
£'000 £'000 £'000
Total income tax expense 1,729 1,169 2,356
The total tax charge is lower than the standard rate of corporation tax. The
differences are detailed below:
Profit before tax 5,671 4,129 9,871
Corporation Tax at current rate of
30% 1,701 1,239 2,961
Deferred tax on timing differences 7 (38) (16)
Expenses not deductible for tax
purposes 88 50 114
Exceptional items not deductible for
tax purposes 0 172 172
Difference between depreciation and
capital allowances for the period 10 8 3
Under provision for previous years 0 0 1
Tax loss on EBT loss/profit 0 3 4
Tax relief on cost of options
exercised in year (77) (251) (902)
Tax effect of IFRS transitional
arrangements 0 (14) 19
-------- -------- --------
Total UK tax charge 1,729 1,169 2,356
5 DISCONTINUED OPERATIONS
On 31st August 2006 Matchtech Group UK Ltd sold the shares of Matchtech Inc for
consideration of £105,000, giving a profit on disposal of £59,000. The profit
from Matchtech Inc has been included under discontinued operations in the
condensed consolidated income statement. The income statement of Matchtech Inc
is set out below.
DISCONTINUED OPERATIONS 6 months 6 months 12 months
to 31/01/08 to 31/01/07 to 31/07/07
Unaudited Unaudited Unaudited
£'000 £'000 £'000
Revenue 0 135 135
Cost of Sales 0 (117) (117)
----------- ---------- ---------
GROSS PROFIT 0 18 18
Administrative expenses 0 (10) (10)
----------- ---------- ---------
OPERATING PROFIT 0 8 8
Finance income 0 0 0
Finance cost 0 0 0
----------- ---------- ---------
PROFIT BEFORE TAX 0 8 8
Income tax expense 0 (3) (3)
Foreign exchange gain 0 3 3
----------- ---------- ---------
PROFIT FROM DISCONTINUED OPERATIONS 0 8 8
=========== ========== =========
6 DIVIDENDS
Dividends on shares classed as equity 6 months 6 months 12 months
to 31/01/08 to 31/01/07 to 31/07/07
Unaudited Unaudited Unaudited
£'000 £'000 £'000
Paid during the period
Equity dividends on ordinary shares 2,148 4,414 4,124
7 EARNINGS PER SHARE
Earnings per share has been calculated by dividing the consolidated profit after
taxation attributable to ordinary shareholders by the weighted average number of
ordinary shares in issue during the period.
Diluted earnings per share has been calculated, on the same basis as above,
except that the weighted average number of ordinary shares that would be issued
on the conversion of all the dilutive potential ordinary shares (arising from
the Group's share option schemes) into ordinary shares has been added to the
denominator. There are no changes to the profit (numerator) as a result of the
dilutive calculation.
The earnings per share information has been calculated as follows:
Earnings Per Share 6 months 6 months 12 months
to 31/01/08 to 31/01/07 to 31/07/07
Unaudited Unaudited Unaudited
£'000 £'000 £'000
Profits
Profit from continuing operations 3,942 2,960 7,515
Profit from discontinued operations 0 67 67
-------- -------- --------
Profit for the period 3,942 3,027 7,582
Number of shares 000's 000's 000's
Weighted average number of ordinary
shares in issue 23,070 22,277 22,470
Effect of dilutive potential
ordinary shares under option 777 939 556
-------- -------- --------
23,847 23,216 23,026
Earnings per share pence pence pence
Earnings per share from continuing
operations
- Basic 17.09 13.29 33.44
- Diluted 16.53 12.75 32.64
Earnings per share from discontinued
operations
- Basic 0.00 0.30 0.30
- Diluted 0.00 0.29 0.29
Earnings per share from total operations
- Basic 17.09 13.59 33.74
- Diluted 16.53 13.04 32.93
Earnings Per Share for the purpose of a performance measure for the LTIPs is
calculated excluding the non-recurring items of the sales and profits of the US
business sold on 31st August 2006 as well as the non-recurring costs of the
flotation as calculated below.
6 months 6 months 12 months
Adjusted Earnings Per Share to 31/01/08 to 31/01/07 to 31/07/07
Unaudited Unaudited Unaudited
£'000 £'000 £'000
Profits
Profit for the period 3,942 3,027 7,582
-------- -------- --------
Costs of Admission to AIM 0 572 572
Profit after tax from discontinued
operations 0 (5) (5)
Profit on sale of discontinued
operations 0 (59) (59)
-------- -------- --------
Profit on ordinary activities after
taxation but before non-recurring
items 3,942 3,535 8,090
Number of shares 000's 000's 000's
Weighted average number of ordinary
shares in issue 23,070 22,277 22,470
Effect of dilutive potential
ordinary shares under option 777 939 556
-------- -------- --------
23,847 23,216 23,026
Earnings per share pence pence Pence
Earnings per share from total operations
- Basic 17.09 15.86 36.00
- Diluted 16.53 15.23 35.13
8 SHARE CAPITAL
31/01/08 31/01/07 31/07/07
£'000 £'000 £'000
Authorised share capital
40,000,000 Ordinary shares of £0.01 each 400 400 400
Allotted, called up and fully paid
Ordinary shares of £0.01 each 231 225 230
The company issued the following shares Ordinary Share Consideration
in the periods:
shares of premium Received
£0.01 issued received £
£'000 pence per
share
6 months to 31/01/07
27/10/2006 348,254 69.0 243,778
27/11/2006 31,955 365.5 117,115
27/11/2006 31,955 nil 320
22/12/2006 767 nil 8
30/01/2006 736 nil 7
6 months to 31/07/07
26/02/2006 658 nil 7
30/03/2007 668 nil 7
27/04/2007 573 nil 6
25/05/2007 485 nil 5
01/06/2007 539,140 85.6 466,705
11/06/2007 947 87.6 839
25/06/2007 1,447 nil 14
6 months to 31/01/08
30/08/2007 436 nil 4
28/09/2007 447 nil 4
26/10/2007 454 nil 5
05/11/2007 70,872 89.0 63,781
30/11/2007 17,131 nil 171
INDEPENDENT REVIEW REPORT TO MATCHTECH GROUP PLC
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 31
January 2008 which comprise the condensed consolidated income statement, the
condensed consolidated balance sheet, the condensed consolidated cash flow
statement, the condensed consolidated statement of changes in equity and notes 1
to 8. We have read the other information contained in the interim report which
comprises only the Chairman's Statement and considered whether it contains any
apparent misstatements or material inconsistencies with the financial
information.
This report is made solely to the company in accordance with guidance contained
in ISRE (UK and Ireland) 2410, 'Review of Interim Financial Information
performed by the Independent Auditor of the Entity'. Our review work has been
undertaken so that we might state to the company those matters we are required
to state to them in a review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the company, for our review work, for this report, or for the
conclusion we have formed.
Directors' Responsibilities
The half-yearly financial report is the responsibility of, and has been approved
by, the directors. The directors are responsible for preparing the half-yearly
financial report.
As disclosed in note 2, the next annual financial statements of the group will
be prepared in accordance with International Financial Reporting Standards as
adopted by the European Union. This interim report has been prepared in
accordance with International Accounting Standard 34 'Interim Financial
Reporting' and the requirements of IFRS 1 'First-time Adoption of International
Financial Reporting Standards' relevant to interim reports.
The accounting policies are consistent with those that the directors intend to
use in the next annual financial statements.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half yearly financial report based on our
review.
Scope of Review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, Review of Interim Financial Information
Performed by the Independent Auditor of the Entity issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly, we
do not express an audit opinion.
Review Conclusion
Based on our review, nothing has come to our attention that causes us to believe
that the condensed set of financial statements in the half-yearly financial
report for the six months ended 31 January 2008 is not prepared, in all material
respects, in accordance with International Accounting Standard 34 as adopted by
the European Union.
GRANT THORNTON UK LLP
Chartered Accountants & Registered Auditors
No. 1 Dorset Street
Southampton
SO15 2DP March 2008
This information is provided by RNS
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